EXHIBIT 99.220

================================================================================

                             PROPOSAL TO CALIFORNIA
                              DEPARTMENT OF WATER
                                   RESOURCES



                                                               February 13, 2001


[PEROT SYSTEMS LOGO]

                          DISCLOSURE PROTECTION NOTICE

This proposal to the California Department of Water Resources (CDWR) is the
property of Perot Systems and contains confidential and/or proprietary
information of Perot Systems. It shall not be disclosed outside of CDWR and
shall not be duplicated, used, or disclosed--in whole or in part--for any
purpose other than to evaluate this proposal. CDWR's review of this material is
considered acceptance of this Disclosure Protection Notice. Should this be
unsatisfactory, please return this material to Perot Systems. If, however, a
contract is awarded to Perot Systems as a result of--or in connection with--this
submission, this proposal shall be subject to the confidentiality, proprietary
rights, and nondisclosure provisions of the resulting contract.


(C) Copyright 2001 Perot Systems Corporation. All Rights Reserved.

                               February 11, 2001


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TABLE OF CONTENTS


                                                                                            
EXECUTIVE SUMMARY............................................................................      V

     Solution 1:  Scheduling and Settlements Operations Services.............................     vi

     Solution 2:  Scheduling and Settlements Application Hosting.............................    vii

     Solution 3:  Software Solution..........................................................     ix

     Optional Services and Solutions.........................................................      x

     Our Plan................................................................................      x

     Pricing.................................................................................     xi

     Comparison with Another Service Provider................................................     xv

     Summary.................................................................................    xix

ABOUT PEROT SYSTEMS..........................................................................     XX

SOLUTION OFFERING............................................................................     23

     Stage One:  Requirements Analysis and Design............................................     24

     Stage Two:  Integration with CDWR Business Processes/Systems............................     24

     Stage 3:  Service Offering..............................................................     25

TECHNOLOGY...................................................................................     40

     Web-based Architecture..................................................................     40

     Full Redundancy.........................................................................     41

     Backup Site (available 6/30/01).........................................................     41

     Database Platforms......................................................................     42

     Hardware and Software Platforms.........................................................     43

PRICING......................................................................................     44

     Pricing for Solution 1..................................................................     44

     Pricing for Solution 2..................................................................     45

     Pricing for Solution 3..................................................................     46

     Pricing for Optional Services...........................................................     47


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     Example Pricing of our Services.........................................................     48



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EXECUTIVE SUMMARY

Perot Systems Corporation(1) is very pleased to present this proposal for
providing scheduling and settlements services to California Department of Water
Resources (CDWR).

We understand the enormous responsibility that has been assigned to CDWR to lead
California out of its current energy crisis. We also understand the tremendous
technical and business challenge that your organization is facing in providing
scheduling and settlements services to CDWR in order for it to successfully meet
its obligations.

Perot Systems is uniquely qualified to offer CDWR solutions that will mitigate
its technical and business risks. Prominent among our qualifications are:

     -  Perot Systems was a principal member of the teams that designed,
        developed and implemented scheduling and settlements business and IT
        solutions for both the California ISO (Cal ISO) and the California PX
        (CalPX).

     -  Perot Systems developed and integrated the scheduling and settlements
        systems that is currently being used at CalPX. We believe that the
        scheduling and settlements solutions that would meet CDWR's needs are
        very similar to those currently being used by CalPX. In fact, we know of
        no other solution provider in the marketplace who has as complete a
        solution as Perot Systems does to meet CDWR's immediate and long-term
        needs - please see our comparison table at the end of this executive
        summary for a better illustration of this point.

     -  Perot Systems staff that will be engaged in this "process" has been
        operating all the IT infrastructure, applications and business processes
        that CalPX currently uses for its scheduling and settlements functions.

In this proposal, Perot Systems presents CDWR with three solution options for it
to perform its scheduling and settlements functions. Each of these solutions has
its own specific characteristics and enables CDWR to optimize between its
competing objectives of risk mitigation and cost control. The three solution
options for CDWR are as follows:

SOLUTION 1: Provide CDWR with scheduling and settlements operations services.

- ----------

(1)   For the purpose of this proposal, Perot Systems includes its
      subcontracting partners such as PowerMeter, Inc.


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SOLUTION 2: Provide CDWR with scheduling and settlements applications hosting
services. In this solution, CDWR would run scheduling and settlements business
processes using its own staff.

SOLUTION 3: Provide CDWR with a software solution for scheduling and settlements
and integrate the same into CDWR's current infrastructure. In this solution,
CDWR would run scheduling and settlements business and IT processes using its
own staff.

We describe these solution options in further detail below where Perot Systems
will attempt to highlight their main benefits from CDWR's point of view.

We must emphasize that for all our solution options, CDWR will be the official
Scheduling Coordinator vis-a-vis Cal ISO and rest of the marketplace. Perot
System will solely act as an agent of CDWR in providing the essential services
that it needs.

SOLUTION 1: SCHEDULING AND SETTLEMENTS OPERATIONS SERVICES

In this solution option, Perot systems will provide scheduling and settlements
operations services to CDWR on 7x24 basis. In this solution, Perot Systems will:

     -  Design interfaces between CDWR's business operation processes and
        systems and Perot Systems scheduling and settlements operation processes
        and systems;

     -  Implement a file based interface to CDWR's existing data sources and its
        participants data sources;

     -  Register CDWR's resources with the ISO;

     -  Operate the scheduling and settlements processes;

     -  Interface with the ISO on scheduling and settlements processes,
        questions or concerns;

     -  Track ISO processes and system changes and adapt its processes and
        systems to meet such changes as necessary; and

     -  Track and facilitate settlements disputes with the ISO.

As we will describe later in this proposal, we price these services based on a
subscription fee and a volumetric charge.

The main characteristics of this solution are:


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     -  It practically eliminates all risks associated with setting up and
        running CDWR's scheduling and settlements operations and allows CDWR to
        concentrate on building and operating its other much needed services.

     -  This service can start practically immediately after Perot Systems and
        CDWR have entered into an agreement for this solution.


                                  [FLOW CHART]


SOLUTION 2: SCHEDULING AND SETTLEMENTS APPLICATION HOSTING

In this solution, CDWR would operate its scheduling and settlements services
using an application hosting service provided on 7x24 basis by Perot Systems.
For this purpose Perot Systems will:


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     -  Design the interface between CDWR's business systems and Perot Systems'
        scheduling and settlements systems;

     -  Implement a file based interface to CDWR's existing data sources and its
        participants data sources;

     -  Provide CDWR's operators with access to its scheduling and settlements
        systems and applications;

     -  Present ISO settlements statements in the file format; and

     -  Track ISO system changes and adapt its systems to meet such changes as
        necessary.

As we will describe later in this proposal, we price our applications hosting
services based on a subscription fee and a volumetric charge.

The main characteristics of this solution are as follows:

     -  It practically eliminates all risks associated with setting up and
        running scheduling and settlements systems and applications, while
        keeping all business operations under CDWR's control.

     -  This service can start almost immediately after Perot Systems and CDWR
        have entered into an agreement for such services.


                                  [FLOW CHART]


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SOLUTION 3: SOFTWARE SOLUTION

In this solution, Perot Systems will install and integrate its scheduling and
settlements systems and applications into CDWR's current infrastructure. For
this purpose Perot Systems will:

     -  Specify CDWR's hardware and system software needs;

     -  Design the interface between CDWR's business systems and Perot Systems'
        scheduling and settlements systems;

     -  Install Perot System' scheduling and settlements applications on CDWR's
        hardware platform;

     -  Implement a file based interface between CDWR's business systems and the
        installed scheduling and settlements systems; and

     -  Track ISO system changes and adapt its systems to meet such changes
        based on projects.

Should you use this solution option, CDWR will pay a license fee for our systems
and software. Integration services will be provided on time and material (T&M)
basis. All major system and application changes will be made on T&M basis.

                                  [FLOW CHART]


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The main feature of this solution is that it keeps all business and IT
operations under CDWR's control. Installation and integration services will
start immediately after Perot Systems and CDWR have reached an agreement for
this solution.

OPTIONAL SERVICES AND SOLUTIONS

In addition to the previously described services, Perot Systems can provide CDWR
with the following services and solutions to improve the efficiency of its
operation. These are:

     -  Transparently integrating our scheduling and settlements processes and
        systems with CDWR's existing processes and systems (CDWR's processes and
        systems permitting);

     -  Integrating CDWR's "participants" into its settlements process and
        system including allocating and invoicing CDWR's participants' share of
        charges (based on CDWR's required formulas);

     -  Developing interfaces between CDWR's scheduling and settlements systems
        and those of additional Control Area Operators (CAOs) with minimum
        possible changes to CDWR's processes and systems;

     -  Managing CDWR's real-time resource dispatch and tagging needs;

     -  Processing and validating CDWR's meter data;

     -  Providing energy trading services - WITHOUT taking title in the power or
        clearing such trades; and

     -  Consulting on RTO developments around the nation.

As we will describe below, depending on your selection of a solution option, our
pricing mechanism will vary. Regardless of the pricing option, however, our
approach allows you to only take on the services you need and disregard the ones
that have little or no value to you.

OUR PLAN

Once CDWR accepts one of these solutions, Perot Systems will engage at CDWR
through a three-stage process:


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STAGE 1 -- REQUIREMENTS STUDY: Perot Systems will immediately enter into
contract negotiations with CDWR in parallel and based on a letter of intent,
Perot Systems will start providing requirements analysis and design services to
CDWR.

STAGE 2 -- INTEGRATION DESIGN AND IMPLEMENTATION: Upon completion of Stage 1 and
execution of a services agreement, Perot Systems will start its integration
design and implementation (the nature of which will depend on the selected
solution).

STAGE 3 -- SERVICE OFFERING: Finally, depending on the selected solution, Perot
Systems will either enter into an operation service, an application hosting
service or a software installation effort.

The timeline for Stage 2 and 3 activities can only be determined after the Stage
1 requirements study is completed.

PRICING

As indicated above, our pricing will vary depending on the selected solution. In
the following we present our pricing options.

PRICING FOR SOLUTION 1

In this solution Perot Systems will charge a monthly subscription fee and a
monthly volumetric fee for its scheduling and ISO settlements operations
services.(2) The minimum term for this service is two years. There will also be
separate T&M charges for our services in Stages 1 and 2 of the proposal.
However, these charges will be fully refunded over the two-year term. Under this
solution Perot Systems will track ISO business process and systems changes to
ensure compatibility with such changes.



                      PRICING
    STAGE            MECHANISM                RATE                              COMMENTS
    -----            ---------                ----                              --------
                                                     
      1.                T&M                 $200/hr           Will not exceed $100K.  Fees will be fully
  Req study          with a cap                               refunded during the 2-year operation term.


- ----------

(2)   20% discount will apply to subscription and volumetric fees if 7x24
      operation is not required.


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                      PRICING
    STAGE            MECHANISM                RATE                              COMMENTS
    -----            ---------                ----                              --------
                                                    
     2.                T&M                 $200/hr            Will determine a cap based on Stage 1. Fees
  File based         with a cap                               will be fully refunded during the 2-year
 Integration                                                  operation term.

      3.            Subscription         Subscription:        -  Subscription fee covers 2.5 TWh per month
   Business       plus Volumetric        $550,000/month          of energy and 250 GWh per month of
  Operation                               Volumetric:            capacity scheduling and ISO settlements
                                      2.5-5 cents/MWh Per     -  Volumetric fee is 5 cents/MWh per side
                                              side               for the second 2.5TWh of energy or the
                                                                 second 250 GWh per month of capacity
                                                                 scheduling and settlements per month.
                                                              -  Volumetric fee is 2.5 cents/MWh per
                                                                 side for energy or capacity scheduling and
                                                                 settlements exceeding 5 TWh per month for
                                                                 energy and 500 GWh for capacity.


PRICING FOR SOLUTION 2

In this solution, Perot Systems will charge a monthly subscription fee and a
monthly volumetric fee for its scheduling and settlements application hosting
services.(3) The minimum term for this service is two years. There will also be
separate T&M charges for our services in Stages 1 and 2 of the proposal.
However, these charges will be fully refunded over the two-year term. Under this
solution Perot Systems will track ISO systems changes to ensure compatibility
with such changes.

- ----------

(3)   20% discount will apply to subscription and volumetric fees if 7x24
      operation is not required.


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                       PRICING
    STAGE             MECHANISM               RATE                              COMMENTS
    -----             ---------               ----                              --------
                                                    
      1.                 T&M                 $200/hr          Will not exceed $100K. Fees will
   Req study          with a cap                              be fully refunded during the 2-year
                                                              service term.

      2.                 T&M                 $200/hr          Will determine a cap based on
  File based          with a cap                              Stage 1.  Fees will be fully refunded during
  Integration                                                 the 2-year service term.

      3.             Subscription         Subscription:       -  Subscription fee covers 2.5 TWh
  Application            plus            $300,000/month          per month of energy and 250
    Hosting           Volumetric           Volumetric:           GWh per month of capacity
                                       1.5-3 cents/MWh Per       scheduling and settlements
                                              side            -  Volumetric fee is 3 cents/MWh
                                                                 per side for the second 2.5TWh
                                                                 of energy or the second 250
                                                                 GWh per month of capacity
                                                                 scheduling and settlements per month
                                                              -  Volumetric fee is 1.5 cents/MWh per
                                                                 side for energy or capacity scheduling
                                                                 and settlements exceeding 5 TWh
                                                                 per month for energy and 500
                                                                 GWh for capacity.


PRICING FOR SOLUTION 3

In this solution Perot Systems will charge a license fee and an annual
maintenance fee for its scheduling and settlements applications. There will also
be separate T&M charges for our services in Stages 1 and 2 of the proposal.
Under this solution, Perot Systems will track ISO systems changes to ensure
compatibility with such changes. CDWR will pay for installation and integration
of such changes.


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                       PRICING
    STAGE              MECHANISM               RATE                         COMMENTS
    -----              ---------               ----                         --------
                                                     
      1.                  T&M                 $200/hr         Will not exceed $100K.  Will
   Req study           with a cap                             provide up to 100 hours of study
                                                              at no charge to CDWR once
                                                              license fee is paid.

      2.                  T&M                 $200/hr         Cap will be determined at the end
  File based           with a cap                             of Stage 1.  Will provide up to 400
  Integration                                                 hours of integration services at no
                                                              charge to CDWR once license fee
                                                              is paid.

      3.              Upfront and            License:         All major system/application
  License fee        annual license         $2,000,000        changes due to ISO will be
                                           Maintenance:       priced on T&M basis.
                                          $400,000/year


PRICING FOR OPTIONAL SERVICES

The following present the price menu of our optional services. All three options
of operations services, application hosting and software solutions are available
for these optional services. CDWR may choose one or more of these services and
the method of delivery in conjunction with one of the base solutions offered
earlier. It is necessary for the delivery option for optional services to be
consistent with that of the selected solution option.



         OPTIONAL                   OPERATIONS                 APPLICATIONS                 SOFTWARE
         SERVICE                     SERVICE(4)                 HOSTING(5)                  SOLUTION
         --------                   -----------                ------------                 ---------
                                                                           
       Integration                 Subscription:              Subscription:                 License:
        with CDWR                  $60,000/month              $40,000/month                 $500,000
     "participants"              (3 participants)           (3 participants)              Maintenance:
     and allocation                                                                      $100,000/Year
     of all charges                $8,000/month               $5,000/month                Integration:
       among these                per additional             per additional                 $200/hr
      participants                  participant                participant             (For more than 100
                                                                                       hours of services)


- ----------

(4)   Integration services are included.

(5)   Integration services are included.


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         OPTIONAL                   OPERATIONS                 APPLICATIONS                 SOFTWARE
         SERVICE                     SERVICE(4)                 HOSTING(5)                  SOLUTION
         --------                   -----------                ------------                 ---------
                                                                           
        Real-time                  $25,000/month              Subscription:                 License:
      Dispatch and                   per staff                $25,000/month                 $250,000
    Tagging Services                                                                      Maintenance:
                                                                                          $50,000/Year
                                                                                          Integration:
                                                                                            $200/hr
                                                                                       (For more than 50
                                                                                       hours of services)

        Trading:                2 cents/MWh per side      1.2 cents/MWh per side            License:
    Clearing Auction               (No clearing)                                            $500,000
   Bilateral Matching                                                                     Maintenance:
       Pay as bid                                                                        $100,000/Year
                                                                                          Integration:
                                                                                            $200/hr
                                                                                         (For more than
                                                                                           100 hours
                                                                                          of services)

       Transparent                      N/A                        N/A                      $200/hr
    integration with
       existing &
       new systems

       Meter data                  Subscription:              Subscription:                   N/A
     processing and                $45,000/month              $25,000/month
       validation                (3 participants)           (3 participants)
   (includes MDAS and                    &                          &
        metering                   $5,000/month               $3,000/month
   interface software)            per additional             per additional
                                    participant                participant


COMPARISON WITH ANOTHER SERVICE PROVIDER

The following table compares Perot Systems services with those of another
scheduling and settlements services provider in California. This table, which
has


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Executive Summary
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been developed based on information openly available on the services of this
provider, clearly indicates the completeness of our solution offering.



SERVICES, SYSTEMS                                                         OTHER MAJOR
AND QUALIFICATIONS                PEROT SYSTEMS                           SERVICE VENDOR
- ------------------                -------------                           --------------
                                                                    
Scheduling                        DA, HA, Ancillary Services,             DA, HA, Ancillary Services,
                                  Supplemental Energy,                    Supplemental Energy,
                                  ETC/FTR, Bilateral                      Bilateral Scheduling
                                  Scheduling, Inter-SC
                                  Adjustment Bids

Real-time dispatch                Optional service                        Not mentioned
and tagging

HUB locations                     25 Zones                                8 hubs

Metering                          Process and Validate meter              None
                                  data from and provide
                                  Settlement Quality Meter
                                  Data to ISO (optional
                                  service).

Dispute Processing                Developed a fully functional            Not mentioned
                                  dispute processing and
                                  tracking system. The model
                                  is expandable to provide
                                  predictive disputes.

ISO System                        Fully automated data                    Not mentioned
Interface                         communication of all ISO
                                  schedule and settlement data.

Settlements and                   All ISO charge types for                Few participants
Billing                           over 70 participants in CA
                                  alone.
10 minute                         Provided                                Not mentioned
Settlements

Settlement and                    Web based                               Web based
Billing data access

ISO Public Market                 Provided                                Not mentioned
Information



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Executive Summary
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SERVICES, SYSTEMS                                                         OTHER MAJOR
AND QUALIFICATIONS                PEROT SYSTEMS                           SERVICE VENDOR
- ------------------                -------------                           --------------
                                                                    
Handling of ISO                   Provided. Sharing among                 Uplift spread over
charges                           participants as an optional             participants
                                  service.

Service Schedule                  7 by 24 operation                       Capable of 7 by 24 operation

IT Team                           Provided IT support to                  Handling less than 5%
Experience                        CalPX that handled 80% of               of California market?
                                  California electric energy
                                  market. Developed a
                                  majority of improvement
                                  applications in PX trading,
                                  settlement, metering and
                                  finance systems. Made all
                                  PX system changes to
                                  accommodate ISO market
                                  and system changes.
                                  Conduced numerous Market
                                  Simulation including ISO
                                  and IOUs to provide End to
                                  End integration test before
                                  introducing change. Provide
                                  complete help desk and
                                  computer operation services
                                  using Perot's pool of
                                  resources. Runs a Program
                                  Office applying proven
                                  project management
                                  technologies. IT project
                                  success (on schedule, under
                                  budget) rate close to 95%.

Business Team                     Involved in the design,                 Not mentioned
Experience                        implementation and
                                  operation of ISO and PX
                                  from day one. Intimately
                                  familiar with energy market
                                  and utility financing and
                                  operation. Team experts
                                  published widely on major
                                  market issues. Handled 80%
                                  of California energy market.



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SERVICES, SYSTEMS                                                         OTHER MAJOR
AND QUALIFICATIONS                PEROT SYSTEMS                           SERVICE VENDOR
- ------------------                -------------                           --------------
                                                                    
Operation Team                    Handled 80% of California               Not mentioned
Experience                        spot market and long term
                                  contract market (yearly,
                                  quarterly and month).
                                  Conducted Web based real-
                                  time energy auction for the
                                  Alberta Balancing
                                  Power Pool.

Company Financial                 See Annual Report.                      See Annual Report
Strength

Interface with                    Web based, initially                    Web based, limited GUI
Participant Systems               file based

System Platforms                  NT, MS SQL                              NT, MS SQL

Participant System                PC compatible workstations              PC compatible workstations
Requirements                      running Windows 85, 98,                 running Windows 85, 98
                                  2000 and NT                             and NT

Data transmission                 SSL, 128 bit encryption                 SSL, 128 bid encryption
security

Clearing and Credit               Not offered in California so            Offered to certain extent.
Management                        as to insulate participants             Can lead to similar failures
                                  from the current credit crisis.         as the PX has experienced
                                                                          with large participants
                                                                          default. Large California
                                                                          utilities will have difficulty
                                                                          to trade with credit self-
                                                                          management participants
                                                                          due to the utilities current
                                                                          credit standings.

Trading services                  Clearing auction                        Pay as bid trading limited
                                  Bilateral matching                      to zonal level only
                                  Pay as bid
                                  Block forward
                                  (optional service)

Credit Evaluation                 Part of trading service                 Not mentioned


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SERVICES, SYSTEMS                                                         OTHER MAJOR
AND QUALIFICATIONS                PEROT SYSTEMS                           SERVICE VENDOR
- ------------------                -------------                           --------------
                                                                    
Pricing                           Volumetric and subscription             Volumetric
Scheduling/                       5.83 cents/MWh per side                 6.25 cents/MWh per side
Settlements Fee
(based on 7.5
TWH/months)

Trading Fee                       2 cents/MWh per side                    3 cents/MWh per side


SUMMARY

We are confident that one of our proposed solutions will meet CDWR's immediate
and long-term technical and business objectives of providing scheduling and
settlements services in California. In fact, we believe that only our solutions
can meet CDWR's very aggressive timeline while at same time remaining cost
effective. Finally, our operations or applications hosting solution option will
mitigate CDWR's ongoing risk of keeping up with Cal ISO's and market's ongoing
business processes or systems changes.(6)

- ----------

(6)   Last year alone CalPX spent $3.5M in software development to keep pace
      with Cal ISO business process and system changes.


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About Perot Systems
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ABOUT PEROT SYSTEMS

Perot Systems has been providing business solutions and information technology
services worldwide. Our success lies with our continued ability to serve our
clients by helping them to better serve their customers. Perot Systems look to
these end-customers for direction and insight, rather than pursuing past
successes or competitors.

OUR CLIENTS UNDERSTAND that finding or creating customer value is the only way
to survive. They think strategically about technology, and they are focused on
achieving both market leadership and operational excellence. Our clients
understand the significance of the Internet economy dynamics and have a passion
to seize the opportunities they provide.

PEROT SYSTEMS INTEGRATE THREE CORE DISCIPLINES - business integration; systems
integration, including applications development; and information technology
infrastructure services - to help clients serve their customers better and more
creatively. Business integration includes working with clients to develop and
implement information technology strategies, process redesign, and change
management. Systems integration and applications development includes the design
and implementation of new and existing information technology systems for
clients, including both custom-developed and packaged software. Information
technology infrastructure services include information technology outsourcing,
staffing, and infrastructure management.

PEROT SYSTEMS COMBINE THESE THREE DISCIPLINES to assist clients in both
improving the way they do business and creating new business offerings. Our
multi-disciplined teams combine industry expertise with leading-edge technical
and professional skills. As a flat, highly collaborative organization, Perot
Systems have built a smooth engagement model composed of joint teams working
together to deliver high-value business benefits. Additionally, Perot Systems
bring in and coordinate third parties when appropriate, to ensure optimal,
best-of-breed solutions.

PEROT SYSTEMS ENSURE OUR ABILITY TO CONSISTENTLY DELIVER RAPID, RELIABLE
SOLUTIONS by applying tested methods and processes, employing experienced
Account Managers, and implementing intense management review. Perot Systems have
defined and refined our methodologies through our extensive experience, and
Perot Systems assign to each client an Account Manager experienced in those
methodologies, as well as in the industry and information technology.
Additionally,


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About Perot Systems
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our leadership team reviews accounts each month, using a "dashboard" tool that
reflects key performance metrics.

PEROT SYSTEMS BUILD LONG-TERM RELATIONSHIPS with our clients, investing
ourselves in their business strategies and their success in realizing their
business goals. Perot Systems view ourselves as business "partners," so instead
of simply providing vendor services, Perot Systems work with clients to
understand their business, their customers, how they can best achieve their
business goals, and how IT can facilitate that achievement. And then Perot
Systems work with them to implement their business strategy, information
technology strategy, process redesign, and change management. Perot Systems
treat every client problem as our own.

PEROT SYSTEMS LOCATIONS & GEOGRAPHIC INFORMATION

Perot Systems has a substantial global presence including sales centers, systems
integration centers, and operational support centers. Perot Systems have
established these centers based on our desire to penetrate specific markets and
the operational and support requirements of our global clients. Over 7500
associates are dedicated to providing world-class service to these clients.

In Europe, Perot Systems has key data centers and help desk operations in
Dublin, Ireland and London, England. In addition, Perot Systems provide
operational and systems integration services in a number of European locations
including France, Germany, Switzerland, The Netherlands, and England.

In Asia, Perot Systems continues to build an operational presence in the Pacific
Rim with data center and operational support centers in Hong Kong, Japan, and
Singapore including substantial systems integration capabilities in these
locations as well as India.

In the United States, Perot Systems has worked to consolidate data center
operations creating economies of scale for our clients. Perot Systems operates
help desk and data centers in Sacramento, San Diego, San Francisco, Auburn
Hills, Chicago, Dallas, and Stamford. Additionally, Perot Systems have systems
integration centers in Denver, Dallas, Los Angeles and Reston, Virginia.

Perot Systems has a significant established base of business in Europe, Asia,
and North America. Perot Systems plan to aggressively build this base with
existing clients and new clients while expanding our presence in countries
within these regions. Additionally, our relationships with global clients will
result in expansion to new regions and countries as our client base continues to
grow, and as Perot Systems obtain new global client relationships. Perot Systems
intend to pursue this geographic growth on a proactive basis.


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Solution Offering
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SOLUTION OFFERING

CDWR Challenge: CDWR must operate a seamless scheduling and settlements process
with Cal ISO and its participants for ensuring the operational and business
viability of solution to the California energy crisis. In achieving this
objective, CDWR must handle schedules and preserve the transparency and
audit-ability of all actions.

Our solution: Using proven technologies, Perot Systems will quickly and
efficiently fit its solution to match CDWR's needs. Our solutions, designed to
interface with Cal ISO, have been completely field tested and proven.

To help CDWR meet its challenges, we offer three solution options:

SOLUTION 1: Provide CDWR with scheduling and settlements operations services.

SOLUTION 2: Provide CDWR with scheduling and settlements applications hosting
services. In this solution, CDWR would run scheduling and settlements business
processes using its own staff.

SOLUTION 3: Provide CDWR with a software solution for scheduling and settlements
and integrate the same into CDWR's current infrastructure. In this solution,
CDWR would run scheduling and settlements business and IT processes using its
own staff.

Each of three solution options will be offered using a three step process
consisting of:

STAGE 1 -- REQUIREMENTS STUDY: Perot Systems will immediately enter into
contract negotiations with CDWR in parallel and based on a letter of intent,
Perot Systems will start providing requirements analysis and design services to
CDWR.

STAGE 2 -- INTEGRATION DESIGN AND IMPLEMENTATION: Upon completion of Stage 1 and
execution of a services agreement, Perot Systems will start its integration
design and implementation (the nature of which will depend on the selected
solution).

STAGE 3 -- SERVICE OFFERING: Finally, depending on the selected solution, Perot
Systems will either enter into an operation service, an application hosting
service or a software installation effort.


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In the following, we describe the stages of this three-stage process and the
essential components of services or software solutions that Perot Systems would
provide to CDWR regardless of the selected solution option.

STAGE ONE: REQUIREMENTS ANALYSIS AND DESIGN

A team of Perot Systems business consultants, system analysts, information
system architects and project managers will join with CDWR at the CDWR site for
a three-day workshop to accomplish the following:

     -  Understand CDWR's short-term and long-term energy business functions;

     -  Document the existing CDWR information system status and conditions;

     -  Identify systems requirements necessary for Perot Systems to deliver the
        selected solution to CDWR;

     -  Develop an initial system design of necessary changes to CDWR's internal
        systems, if any, and CDWR's interface with Perot Systems and other
        external systems; and

     -  Define Perot Systems and CDWR's respective implementation responsibility
        and coordinate with CDWR's implementation schedule.

CDWR is expected to provide sufficient resources to ensure timely information
gathering and decision-making. Before the workshop, CDWR and Perot Systems will
agree on workshop attendees and agenda.

Within 15 business days after the workshop, Perot Systems will provide CDWR with
a draft of implementation plan.

STAGE TWO: INTEGRATION WITH CDWR BUSINESS PROCESSES/SYSTEMS

Particular to the solution chosen, Perot Systems will provide CDWR with the
standard interfaces, which:

     -  Enables a participant to upload and download via internet energy,
        capacity and transmission usage schedules in file format or via web
        entry;


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     -  Enables CDWR to automatically generate and send schedule data received
        from participants or created using its internal data sources and data
        entry to Cal ISO;

     -  Allows a participant to view and save information on energy, capacity
        and transmission usage schedules as well as a number of Cal ISO public
        information items on a web page; and

     -  Permits viewing and downloading settlement statements and invoices in a
        set of generic or customized formats on the Internet.

All data transmission over the Internet will follow standard security protocols
with server site electronic certificates, strong data encryption and password
protection.

In addition to the standard participant interface, Perot Systems offers the
following optional service to integrate with CDWR's internal business processes
and systems.

     -  Schedule data processing: This integration function will access CDWR's
        contract database to convert contract data (e.g., 200 MW Monthly Peak
        Energy Delivered in April to PCG1 in NP15) into hourly schedule data
        (e.g., Day-Ahead inter-SC transfer-out schedule to PCG1 of 200 MW in
        hour-ending 7 through hour-ending 22 in NP15), and upload the schedule
        data to the Scheduling DB ready for upload to Cal ISO. It will also
        download Cal ISO final schedules, AS reservation schedules etc., from
        Perot Systems into CDWR's data sources at the push of a button.

     -  Settlement and billing data processing: This integration function will
        allow CDWR personnel to directly load settlement statements, invoices
        and supplemental control reports directly into CDWR's finance systems
        or, alternatively, create files which can then be loaded into CDWR's
        finance systems.

STAGE THREE: SERVICE OFFERING

DAY-AHEAD AND HOUR-AHEAD SCHEDULING

Perot Systems will interface with CDWR's existing data sources as well as its
participants data files for generating Day-Ahead and Hour-Ahead schedules
according to the specifications defined by Cal ISO in effect, electronically and
automatically submit them to Cal ISO's SI system. Perot Systems will also
automatically query and manage the interim and final schedules accepted by Cal
ISO.


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Specifically, Perot Systems will develop and manage the following types of
Day-Ahead and Hour-Ahead Schedules:

     -  Preferred and Revised Preferred Energy Generation

     -  Preferred and Revised Preferred Energy Internal Interchange

     -  Preferred and Revised Preferred Energy Load

     -  Preferred and Revised Preferred Ancillary Service Regulation Generation

     -  Preferred and Revised Preferred Ancillary Service Spinning Reserve
        Generation

     -  Preferred and Revised Preferred Ancillary Service Replacement Reserve
        Generation

     -  Preferred and Revised Preferred Ancillary Service Non-Spinning Reserve
        Generation

     -  Ancillary Service Non-Spinning Reserve Dispatchable Load

     -  Ancillary Service Replacement Reserve Dispatchable Load

     -  Final and Adjusted Energy Generation

     -  Individual Final and Adjusted Energy and Ancillary Service Interchange

     -  Final and Adjusted Energy Load

     -  Final and Adjusted Energy Internal Interchange

     -  Final and Adjusted Ancillary Service Non-Spinning Reserve Dispatchable
        Load

     -  Final and Adjusted Ancillary Service Non-Spinning Reserve Generation

     -  Final and Adjusted Ancillary Service Regulation

     -  Final and Adjusted Ancillary Service Replacement Reserve Dispatchable
        Load

     -  Final and Adjusted Ancillary Service Replacement Reserve Generation

     -  Final and Adjusted Ancillary Service Spinning Reserve

     -  Final and Adjusted Ancillary Service Interchange Usage

     -  Final and Adjusted Ancillary Service Generation Usage

     -  Final and Adjusted Ancillary Service Load Usage

     -  Final and Adjusted Ancillary Service Trades Usage

     -  Final and Adjusted Ancillary Service Usage

In addition, Perot Systems will provide the following enhancements to the
scheduling services mentioned above:

     -  Complete audit trails for the data submission


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     -  Pre-validations (schedule balance validation, for example).

     -  Existing Transmission Contracts (ETC) scheduling

     -  Firm Transmission Right (FTR) scheduling

     -  Ancillary Service self scheduling

     -  Congestion management bidding (adjustment bids)

     -  Inter-SC schedule adjustment bids

SUPPLEMENTAL ENERGY/REAL-TIME SCHEDULING

Perot Systems generates supplemental energy/Real-time schedules based on CDWR's
internal data sources or participant's data according to the specifications
defined by Cal ISO. Perot Systems then electronically and automatically submits
them to Cal ISO's SI system. In addition, Perot Systems provides auditing trails
for data submission.

In Solutions 1 and 2, Perot Systems will develop and manage the following types
of supplemental energy/Real-time schedules:

     -  Supplemental Energy Bids Generation

     -  Supplemental Energy Bids Load

     -  Supplemental Energy Import Bids

REAL-TIME DISPATCH SERVICES (OPTIONAL)

Perot Systems proposes to offer the following optional services for Real-time
dispatch and interactions with Cal ISO's Real-time dispatch operation:

     -  Act on CDWR's behalf to interface with Cal ISO or other area control
        operators;

     -  Consolidate Day-Ahead and Hour-Ahead schedules and tracking changes of
        schedules for Real-time operation;

     -  Provide E-tagging services using third-party tagging system (such as
        OATI Tagging System) to support market transactions, as required by NERC
        to validate import/export schedules and provide source generators for
        unscheduled power flow (loop flow, an application under testing); and

     -  Collect and report real-time data by validating and logging real-time
        schedule curtailment for settlements and disputes resolutions.


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PMI DATA PRESENTATION

Public Market Information (PMI) data is available from Cal ISO via two websites:
the Scheduling Infrastructure (SI) and the Open Access Same Time Information
System (OASIS). The SI PMI can be accessed through Cal ISO's private network,
WENet, while OASIS is part of Cal ISO's public website.

The main differences between the two sites are in the data availability and
retention period. PMI data first become available on SI site and is later
republished on OASIS. The SI only retains the latest 7-day information whereas
OASIS contains more than a year's PMI.

Perot Systems offers to use its applications that can automatically download and
manage the PMI data. Perot Systems can also integrate its utilities programs to
parse in the PMI templates and insert the information into any relational
database. This approach allows other applications to use the PMI data without
being affected by changes in the format of the PMI templates

Specifically, Perot Systems will manage the following types of PMI data:

     -  Day Ahead Interim Zonal Congestion Price Difference

     -  Day Ahead Final Zonal Congestion Price Difference

     -  Day Ahead Market Interim Information

     -  Day Ahead Market Final Information

     -  Day Ahead Interim Ancillary Requirement Information

     -  Day Ahead Interim Ancillary Procurement Information

     -  Day Ahead Final Ancillary Requirement Information

     -  Day Ahead Final Ancillary Procurement Information

     -  Day Ahead Interim A/S Percentage Requirement

     -  Day Ahead Final A/S Percentage Requirement

     -  Day Ahead Interim A/S Region Information

     -  Day Ahead Final A/S Region Information

     -  Day Ahead Interim Branch Group Duration Information

     -  Day Ahead Final Branch Group Duration Information

     -  Day Ahead Interim A/S Interchange Information

     -  Day Ahead Final A/S Interchange Information

     -  Day Ahead Prescheduled Reliability Requirements


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Solution Offering
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     -  Day Ahead Interim Total And Available Capacity of Inter Zonal Interface
        Information

     -  Day Ahead Final Total And Available Capacity of Inter Zonal Interface
        Information

     -  Cal ISO Branch Group Actual Net Flow

     -  Ex-Post 10 Minute Energy/Price Info

     -  Out of Market (OOM) Calls

     -  Hour Ahead Branch Group Duration

     -  Hour Ahead Ancillary Requirement

     -  Hour Ahead Ancillary Procurement

     -  Hour Ahead Branch Group Congestion Prices

     -  Hour Ahead Zonal Congestion Price Difference

     -  Hour Ahead Generation Meter Multipliers

     -  Hour Ahead Tie Meter Multipliers

     -  Hour Ahead Branch Group Final Flow

     -  Hour Ahead A/S Percentage Requirement

     -  Hour Ahead A/S Region Information

     -  Hour Ahead A/S Interchange Information

     -  Hour Ahead Branch Group Duration

     -  Hour Ahead Company Losses

     -  Hour Ahead Total And Available Capacity Of Inter Zonal Interface

     -  Ex-Post Branch Group Duration Information

     -  Ex-Post Schedule/Price Info - Generation

     -  Ex-Post Schedule/Price Info -- Load

     -  Ex-Post Schedule/Price Info - Interchange

     -  Zonal Predispatched Prices

     -  Ex-Post Region Definition

SETTLEMENTS SERVICES

Perot Systems' Settlements System interfaces with Cal ISO Settlements System
including performing 10-minute Settlements, providing Day-Ahead and Hour-Ahead
settlements, preliminary versus final statements (reconciliation), and
settlements dispute tracking.


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Solution Offering
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Perot Systems' Settlements System process generates daily preliminary and final
settlement statements, validation reports, and periodic invoice reconciliation
reports for all energy transactions. Settlements will ultimately serve as the
financial reporting intermediary between Cal ISO and any Scheduling Coordinator.
It will also respond to participant's inquiries, monitor the accuracy of
statement activity, and manage the dispute process in the event of
discrepancies, which includes filing disputes with Cal ISO on behalf of the
participants.

For forward markets, the Settlements System will calculate the value of each
trade as determined by the final schedules and price, and send each participant
a daily statement containing the details of each trade.

The Real-time dispatch instructions and Cal ISO-supplied information about
adjustments and deviations from the Forward market schedules will form the basis
of the settlement statements and invoices for the Real-time market. For this
market, this function consists of receiving from Cal ISO the actual payments and
charges for Real-time energy generated or used.

As an optional service when CDWR needs to settle with its participants, our
processes and systems will calculate the value of each participant's actual
generation or use, sending each participant a daily statement of the amounts and
prices of their transactions. Also, on a periodic (monthly or bi-weekly) basis
sending an invoice summarizing an entire period of Real-time transactions and
stating the payment due to or from each participant. Finally, on a periodic
(monthly or bi-weekly) basis, each participant will be sent an invoice report
summarizing an entire period of transactions and stating the payment due to or
from the participant (optional).

REAL-TIME ISO SETTLEMENTS

This process produces preliminary and final settlement statements for actual
metered energy, ancillary services and congestion relief, and Cal ISO grid
management charges. Cal ISO provides preliminary and final settlements data
detailing these transactions. Cal ISO also provides the amount to be
paid/charged for these types of transactions and settlement processing passes
these on to participants.

Some Cal ISO charges/payments are matched to specific participants while others
are shared across multiple participants. As stated above, this could be provided
as an optional service.

As an optional service, for shared charges, Settlements calculates the share
fractions to be applied to each participant. The shared transactions are
allocated to participants on a fair and equitable basis.


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The following outlines specific characteristic and value added services provided
through our Real-time Settlement System:

     -  Tracking of all Cal ISO retired and new charge types

     -  Handling of Bilateral contracts and Inter SC trades

     -  Support of multiple settlement intervals, whether hourly or in any
        minute increment

     -  Adherence to any payment calendar

     -  Handling of multiple ownership of resources including percentage
        ownership and per contract (qualified facilities)

     -  Allowance for Dynamic Region to Zone Relation, including redistribution
        of Cal ISO Charges/Payments based on dynamic allocation of zones to
        regions.

     -  Handling all Cal ISO resource naming conventions

     -  Handling all Cal ISO Manual Line Items, to include prior day
        adjustments, adjustments for disputes/errors, and DC loss on Intertie

     -  Providing detailed information on all Cal ISO charges/payments

     -  Unbundled charge types

     -  Providing detailed information on prior day adjustments, including
        information on specific dates and charge types

     -  Support for meter values to be used in the settlements process
        (optional)

     -  Allocation of Cal ISO Ancillary Service charges based on metered load
        and export rather than scheduled load and export (optional)

     -  Verification of Cal ISO meter quantities with participants Meter Data
        Acquisition System (MDAS) data (optional)

     -  Handling of Questionable Data from Cal ISO

     -  Suspension and clearing of wrong charges/payments - Charges and payments
        from Cal ISO that cannot be processed

        -   Unidentified charges and payments

        -   Cal ISO supplemental information needed to process statements is
            inaccurate or does not match Cal ISO file

        -   Manual line items do not contain sufficient information to process

        -   No resource, zone, hour

        -   Make reasonable effort to resolve Cal ISO and CDWR suspense account
            issues

     -  Maintenance of Master Data consistency between Cal ISO and CDWR
        (optional)


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Solution Offering
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     -  Redistribution of Cal ISO Charges/Payments based on geographic location
        Share across the Control Area, Region, Zone, and Intertie

     -  Handling of Customized Products

        -   Ancillary Service Self Provision

     -  Determining Grid Management Charges

        -   Compatible with latest Cal ISO Unbundling of GMC charges

        -   Reconciliation of daily to monthly GMC charges

     -  Handling of Regulatory Must Run units

     -  End of Month processing

        -   Re-conciliation of daily to monthly charges/payments

     -  Recalculation/Re-distribution of Imbalance Energy

     -  Handling of Preliminary and Final statements from Cal ISO

     -  Handling of multiple invoicing structure

        -   Dual Invoicing

        -   Netted Invoicing

        -   Invoicing based on Final

     -  Handling of Administrative Charges

        -   Volumetric

        -   Fixed

        -   Global and Partial Fees

     -  Settlements Web Site will allow for participants to self-configure
        settlement statements with reports (optional)

SETTLEMENTS DISPUTE TRACKING

Our Settlements System produces Settlement Statements that clearly indicate to
market participants what they owe and what is owed to them for both Forward
market and Real-time energy transactions.

Under current regulations, market participants have a designated number of
business days within which to dispute the charges and/or payments on the
statement. Dispute Tracking is responsible for dispute registration, Cal ISO
communication, participant communication, and dispute resolution.

Common dispute scenarios include:


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     -  A participant may question a specific dollar amount on the daily Forward
        market or Real-time market statement (optional);

     -  A participant may question Cal ISO policy governing the calculation of
        the dollar amount (optional);

     -  Real-time statements may not be processed due to insufficient
        information from Cal ISO; and

     -  The validation process may flag inconsistency between Cal ISO Real-time
        transactions and provided information.

Our Dispute Tracking establishes a prompt daily dispute resolution process and
provides timely resolution of disputes within payment calendar and Cal ISO
guideline.

Within Perot Systems' system, and as an option, disputes may be submitted to Cal
ISO on behalf of the participant (Proactive Disputes) or received from the
participant to be placed with Cal ISO . The following functionalities are
available:

     -  Submission of Proactive Disputes to Cal ISO based on agreed criteria
        such as:

        -  Missing information in settlement files from Cal ISO

        -  Inconsistency between Cal ISO meter data and participant's meter
           data

     -  Research, validation and submission of participant's disputes to Cal ISO
        with supporting data;

     -  Process resolved disputes from Cal ISO;

     -  Assign a tracking numbers to all disputes and track disputes from
        inception through resolution;

     -  Retain a communication log related to all dispute research, resolutions,
        or correspondence;

     -  Provide web based dispute inquiry capability;

     -  Provide web based dispute submission capability;

     -  Provide participant capability to download dispute data;

     -  Provide acknowledgement of dispute; and

     -  Provide summary report capability.

FORWARD MARKET (DAY-AHEAD/HOUR-AHEAD) SETTLEMENTS (OPTIONAL)

This optional settlements service will be part of a potential trading operation
that CDWR may run with its participants in the future to balance its supply and
demand in light of long-term supply contracts that it will manage. Cal ISO will
manage transmission congestion in the forward schedule market (pre Real-time).
Cal ISO


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Solution Offering
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will use adjustment bids to adjust individual resource schedules to relieve
congestion and to calculate the usage charge rate.

The followings outlines Day Ahead and Hour Ahead settlement processes:

     -  Loading and validation of final schedules and prices from scheduling
        systems;

     -  Validation of participant information against market portfolio;

     -  Validation of Cal ISO final schedules;

     -  Importation of Cal ISO line duration data;

     -  Using the Day-Ahead and Hour-Ahead to determine what trades were made
        and the price, calculate for each participant the preliminary payments
        and/or charges for each product traded;

     -  Calculation of each participant's share of line duration charges;

     -  Calculation of an administration fee and other service fees for CDWR
        participants, if applicable, based on provided guidelines;

     -  Production of a settlement statement according specific guidelines;

     -  Operational and financial reporting; and

     -  Production of verification reports, status reports and optional
        participant specific reports.

This process calculates the value of electricity trades made in the Day-Ahead
and Hour-Ahead auctions. It creates a statement for each participant detailing
the resource, type of energy traded, the amount of energy, and the dollar value.
The preliminary statements will be delivered to participants within specific
timeline.

The participants have specific time after receipt of the preliminary statement
to review and dispute any items on the preliminary statement. Final statements,
on which invoices are based, are delivered to participants within provided
timeline after the review period ends.

INVOICE RECONCILIATION

Perot Systems will reconcile Cal ISO monthly charges/payments against daily
settlement statements. Perot Systems will also provide comprehensive reports
with detailed explanation of monthly Cal ISO charges and payments based on daily
activities provided through Settlement Statements. Additionally, Perot Systems
offer both Dual Invoicing and payment transfer through its FedWire interface.


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Solution Offering
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METER DATA PROCESSING AND VALIDATION (OPTIONAL)

Our Settlements System can use meter data to determine the energy generated and
used in Real-time. Meter data is the basis of charges and payments for Real-time
generation and load.

If this option is chosen, the following validation processes are available to
ensure Settlement Quality Meter Data:

     -  Verification of authorization and authentication;

     -  Tracking of participants' changes to portfolio of loads and generation;

     -  Validation of submitted meter data against participants' portfolio of
        active loads and generation;

     -  Validation of submission of meter data through authorized participants
        only;

     -  Validation of submitted meter data against participants' schedule data
        and reported deviation above certain tolerance or missing meter reads;

     -  Validation of submitted meter data for completion and accuracy;

     -  Verification of data accuracy for Daylight Saving and Pacific Standard
        Time;

     -  Verification of submission of meter data to Cal ISO based on Cal ISO's
        calendar;

     -  Retention of an acknowledgment note from Cal ISO upon submission and
        validation;

     -  Resolution of any inconsistency between meter data submission with Cal
        ISO;

     -  Daily production of a report that is submitted to each participant
        listing out the result of validation. Upon re-submission of corrected
        meter data, the validation process is applied again to ensure accuracy
        and timeliness; and

     -  Availability of grid-polled meter data through submission of a request
        to Cal ISO for providing settlement ready meter data.

Additional services available:

     -  Calculation of meter data based on schedule data;

     -  Calculation of meter data based on SMUD Bubble calculation; and

     -  Presentation of metering values and trend curves.


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Solution Offering
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CHARGE/PAYMENT ALLOCATION AMONG CDWR PARTICIPANTS PER CDWR REQUIREMENTS
(OPTIONAL)


Perot Systems are fully able to redistribute Cal ISO's deviation charges across
the participant pool, if applicable. To do this, Perot Systems will:

     -  Apply netting concept at participant level when applying uninstructed
        deviation through participant pool;

     -  Apply uninstructed deviations at resource level deviation or any other
        guideline;

     -  Use appropriate incremental or decremental prices;

     -  Distribute any savings balance using pro rata guideline;

     -  Re-distribute Cal ISO's Neutrality Adjustment to participant pool based
        on the control area demand share fraction;

     -  Re-distribute Cal ISO's Intrazonal congestion charges/payments based on
        demand zonal share fractions;

     -  Re-distribute of Transmission Owner Debit based on supply and demand; o
        Re-distribute Unaccounted for Energy (UFE) charges/payment based on
        schedule;

     -  Re-distribute Cal ISO Grid Management Charges based on schedule;

TRACKING ISO PROCESSES AND SYSTEMS CHANGES

A key element of the value in Perot Systems capability is its experience and
success in keeping up with Cal ISO processes and data configuration
modifications. Cal ISO has filed 37 amendments before FERC for its operating
tariffs.(7) The scheduling templates have undergone 17 major revisions with over
125 changes.

Perot Systems offer to track Cal ISO's process changes and keep its applications
and systems in line. Perot Systems will mitigate the risk to CDWR caused by such
changes. Perot Systems have done this through the following means:

     -  Being an active member of Cal ISO Technical Standard Working Group
        (TSWG);

     -  Our ability to provide comprehensive assessment of Cal ISO changes and
        quickly perform impact analysis;

- ----------

(7)   Last year alone CalPX spent $3.5M in software development to keep pace
      with Cal ISO business process and system changes.


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Solution Offering
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     -  Creating flexible and configurable software;

     -  Using comprehensive testing methodology and tools;

     -  Possessing an effective, high quality change management process; and

     -  Our experienced and knowledgeable staff familiar with the IOUs' market
        simulation process.

Perot Systems anticipate several important changes in Cal ISO's systems in the
near term:

     -  OASIS Replacement: The new OASIS system will include additional reports,
        new query parameters and most important using XML/DTD data Schema.

     -  Congestion Management (CM) reform. Cal ISO has been undergone in a
        comprehensive review and redesign of Cal ISO's CM processes and
        protocols. The redesign effort was directed by the FERC directive in
        January 2000 and reaffirmed in the FERC's order of December 2000. The
        reform will have major ramifications to the scheduling system.

Additionally, Perot Systems have demonstrated ability for rapid implementation
of market regulation changes as defined by FERC and CPUC.

DATA ARCHIVING

Perot Systems defines data archiving as the removal of aged data from a database
or file so as to maintain performance and usability of associated applications
and query tools against "current" data. "Current" data is defined as 30 calendar
days after settlement.

Archived data will be accessible through query service requests for a minimum
three-year period. After three years, the data will be reviewed for continued
retention based on its business need.

Archived data will be maintained in its operational data structure format. It
will not be reformulated into data warehouse structures.

Data will be archived on a quarterly basis, at minimum and an inventory of
archived data will be available through a secure web interface.


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Solution Offering
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INTEGRATION WITH NEW SYSTEMS EXTERNAL TO CDWR AND INTEGRATION WITH ENTITIES
OTHER THAN ISO (OPTIONAL)

At the request of CDWR, Perot Systems will scope, design and implement
interfaces to integrate its system and/or the CDWR system as appropriate with
other systems external to CDWR, such as an external energy market from which
CDWR may be purchasing energy. Such systems exclude Cal ISO, whose integration
is already internalized within the Perot Systems service.

TRADING AND CREDIT EVALUATION CAPABILITY (OPTIONAL)

Perot Systems can provide the following optional service related to energy
market related activities that CDWR could potentially engage. In particular,
Perot Systems can provide solutions in the following areas:

     -  Auctions for energy procurements. Perot Systems have built all the web
        interfaces, auction validation rules, and auction operator interface for
        the Alberta's power supply auctions. The auctions were conducted on
        August 2000 with over $2.3 billion transactions. The contracts were for
        one-year terms for 2001, 2002 and 2003. More than 2,800 megawatts of
        electricity contracts were sold to forty-five successful bidders. Over
        sixty bidders had qualified to participate in the auction.

     -  Bid/Ask based trading. Perot Systems have built the web interfaces,
        price info applications for the CalPX's Block Forward Markets. CalPX
        recently announced savings of almost $1.2 billion by participants in
        Block Forwards Market from last May to December. Perot Systems have
        in-depth knowledge on all aspects of trading and can offer a web-based
        trading system and set up energy exchange for buyers and sellers to
        trade in Real-time. Perot Systems also have systems in place to settle
        and invoice these trades.

     -  Bilateral matching and RFP/RFQ. Perot Systems can also set up bulletin
        board applications to allow buyers and sellers to negotiate purchasing
        agreements and on flexible terms. With this system, buyer can send
        detailed RFP/RFQ requests to the market or to a set of sellers and
        awaits responses/completion.

     -  Credit Evaluation. Perot Systems have developed the risk computation and
        credit management systems for the CalPX's Block Forward Markets. In the
        risk model, Perot Systems compute the risk values based on the positions
        held in any participants. The risk value is determined by four factors:


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Solution Offering
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     -  Underlying product market prices

     -  Volatility (variability)

     -  Time to expiration

     -  Correlations of the different products

In addition, Perot Systems have also developed database applications to track
each participant's collaterals that include letter of credit, surety bond, cash
and insurances.


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Technology
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TECHNOLOGY

WEB-BASED ARCHITECTURE

The diagram below shows the technical architecture of Perot Systems' solution.
The applications are web-centric and using Component Object Model (COM)
architecture to facilitate the structure of Web applications. Perot Systems'
technology platform is based on Microsoft's Web solution platform (formerly
known as DNA) and offer complete scalability affordable performances. Perot
Systems' applications and tools take full advantage of n-tiered distributed
application architecture. The presentation, business logic, and data tiers,
which share services are separated and communicate via the Component Object
Model (COM).

Internet security is achieved through enforcement of security policies. Access
to all data and applications will be based on access control policy and external
communication of private information are encrypted using HTTPS (SSL) protocols.

Our proposed architecture has the following benefits:

     -  Fast deployment.

     -  Reduced hardware costs

     -  Interoperability: Working with Existing Data & Applications

     -  Scaleable and adaptable to future needs (XML)

     -  Easy support and maintenance


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Technology
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                                   [DIAGRAM]

FULL REDUNDANCY

Perot Systems uses a fully redundant solution from applications and data storage
point of view in order to minimize operations risk.

BACKUP SITE (AVAILABLE 6/30/01)

Procedures and systems will be followed to prevent avoidable system failures and
to minimize the adverse effects of unavoidable system failures and disasters.
For example, data will be backed-up daily and stored at an offsite location.
Also, change management procedures will be rigorously followed.

Disaster recovery plans will be established and implemented establishing
redundant systems at Perot Systems Dallas corporate office. Data will be
replicated between Alhambra and Dallas on a Real-time basis.


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Technology
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Critical systems to scheduling and settlements will be recoverable within two
hours of declaration of a disaster. Users and administrators will be able to
access the disaster recovery site remotely through a secure Internet connection.
The remainder of the systems will be recoverable at the disaster recovery site
within 48 hours, if required.

Disaster recovery test plans will be established and tested on an annual basis.

Change management procedures will include the disaster recovery site so that the
site continually mirrors the production environment.

DATABASE PLATFORMS

Our preferred database platform is based on Microsoft's Web solution platform
(formerly known as DNA). The database will use Microsoft SQL 7.0 or SQL 2000
products that are running on PC platforms with cluster controllers.

The platform has the following advantages:

     -  Scalability and high availability. SQL products have multiprocessor
        replication and cluster supports.

     -  Affordability. SQL products are less costly compared with other
        relational databases.

     -  XML support from Microsoft. Microsoft continues integrating and
        embedding an XML parser into SQL Server 2000.

However, for Solution 3 (software solution) Perot Systems is willing to adapt
its solution using other database technologies.


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Technology
- --------------------------------------------------------------------------------

HARDWARE AND SOFTWARE PLATFORMS

Our preferred hardware platform is based on Microsoft's NT operating system.
However, for Solution 3 (software solution) Perot Systems can adapt its solution
to other operating systems.

               SCHEDULING SERVICES FOR CERS -- A SYSTEM OVERVIEW

                                  [FLOW CHART]


                                    Page 43

Pricing
- --------------------------------------------------------------------------------

PRICING

As indicated above, our pricing will vary depending on the selected solution. In
the following we present our pricing options.

PRICING FOR SOLUTION 1

In this solution Perot Systems will charge a monthly subscription fee and a
monthly volumetric fee for its scheduling and ISO settlements operations
services.(8) The minimum term for this service is two years. There will also be
separate T&M charges for our services in Stages 1 and 2 of the proposal.
However, these charges will be fully refunded over the two-year term. Under this
solution Perot Systems will track ISO business process and systems changes to
ensure compatibility with such changes.



                           PRICING
      STAGE                MECHANISM                   RATE                            COMMENTS
      -----                ---------                   ----                            --------
                                                                 
        1.                    T&M                     $200/hr             Will not exceed $100K  Fees will
     Req study             with a cap                                     be fully refunded during the 2-year
                                                                          operation term.

        2.                    T&M                     $200/hr             Will determine a cap based on Stage
    File based             with a cap                                     1. Fees will be fully refunded
    Integration                                                           during the 2-year operation term.

        3.                Subscription             Subscription:          -   Subscription fee covers 2.5 TWh
     Business                 plus                $550,000/month              per month of energy and 250
     Operation             Volumetric               Volumetric:               GWh per month of capacity
                                                       2.5-                   scheduling and ISO settlements
                                                    5 cents/MWh           -   Volumetric fee is 5 cents/MWh
                                                     Per side                 per side for the second 2.5TWh
                                                                              of energy or the second 250
                                                                              GWh per month of capacity
                                                                              scheduling and settlements
                                                                              per month.
                                                                          -   Volumetric fee is 2.5 cents/
                                                                              MWh per


- ----------

(8)   20% discount will apply to subscription and volumetric fees if 7x24
      operation is not required.


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Pricing
- --------------------------------------------------------------------------------



                           PRICING
      STAGE                MECHANISM                   RATE                            COMMENTS
      -----                ---------                   ----                            --------
                                                                 
                                                                              side for energy or
                                                                              capacity scheduling and
                                                                              settlements exceeding 5 TWh
                                                                              per month for energy and
                                                                              500 GWh for capacity.


PRICING FOR SOLUTION 2

In this solution, Perot Systems will charge a monthly subscription fee and a
monthly volumetric fee for its scheduling and settlements application hosting
services.(9) The minimum term for this service is two years. There will also be
separate T&M charges for our services in Stages 1 and 2 of the proposal.
However, these charges will be fully refunded over the two-year term. Under this
solution Perot Systems will track ISO systems changes to ensure compatibility
with such changes.



                        PRICING
   STAGE                MECHANISM                   RATE                             COMMENTS
   -----                ---------                   ----                             --------
                                                              
    1.                     T&M                     $200/hr             Will not exceed $100K. Fees will
 Req study             with a cap                                      be fully refunded during the 2-
                                                                       year service term.

    2.                     T&M                     $200/hr             Will determine a cap based on
File based             with a cap                                      Stage 1. Fees will be fully refunded
Integration                                                            during the 2-year service term.

    3.                Subscription              Subscription:          -   Subscription fee covers 2.5 TWh
Application               plus                 $300,000/month              per month of energy and 250
  Hosting              Volumetric                Volumetric:               GWh per month of capacity
                                          1.5-3 cents/MWh Per side         scheduling and settlements
                                                                       -   Volumetric fee is 3 cents/MWh
                                                                           per side for the second 2.5TWh
                                                                           of energy or the second 250
                                                                           GWh


- -----------
(9)   20% discount will apply to subscription and volumetric fees if 7x24
      operation is not required.


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Pricing
- --------------------------------------------------------------------------------



                        PRICING
   STAGE                MECHANISM                   RATE                             COMMENTS
   -----                ---------                   ----                             --------
                                                              
                                                                           per month of capacity
                                                                           scheduling and settlements
                                                                           per month
                                                                       -   Volumetric fee is 1.5
                                                                           cents/MWh per side for
                                                                           energy or capacity scheduling
                                                                           and settlements exceeding
                                                                           5 TWh per month for energy
                                                                           and 500 GWh for capacity.


PRICING FOR SOLUTION 3

In this solution Perot Systems will charge a license fee and an annual
maintenance fee for its scheduling and settlements applications. There will also
be separate T&M charges for our services in Stages 1 and 2 of the proposal.
Under this solution, Perot Systems will track ISO systems changes to ensure
compatibility with such changes. CDWR will pay for installation and integration
of such changes.



                         PRICING
   STAGE                MECHANISM                  RATE                           COMMENTS
   -----                ---------                  ----                           --------
                                                            
    1.                      T&M                    $200/hr           Will not exceed $100K. Will
 Req study              with a cap                                   provide up to 100 hours of study
                                                                     at no charge to CDWR once
                                                                     license fee is paid.

    2.                      T&M                    $200/hr           Cap will be determined at the end
File based              with a cap                                   of Stage 1. Will provide up to 400
Integration                                                          hours of integration services at no
                                                                     charge to CDWR once license fee
                                                                     is paid.

    3.                  Upfront and               License:           All major system/application
License fee           annual license             $2,000,000          changes due to ISO will be
                                                Maintenance:         priced on T&M basis.
                                                $400,000/year



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Pricing
- --------------------------------------------------------------------------------

PRICING FOR OPTIONAL SERVICES

The following present the price menu of our optional services. All three options
of operations services, application hosting and software solution are available
for these optional services. CDWR may choose one or more of these services and
the method of delivery in conjunction with one of the base solutions offered
earlier. It is necessary the delivery option for optional services to be
consistent with that of the selected solution option.




      OPTIONAL                    OPERATIONS                APPLICATIONS                  SOFTWARE
       SERVICE                    SERVICE(10)                HOSTING(11)                  SOLUTION
      --------                    -----------                -----------                  --------
                                                                        
    Integration                 Subscription:              Subscription:                  License:
      with CDWR                  $60,000/month              $40,000/month                 $500,000
 "participants" and            (3 participants)           (3 participants)              Maintenance:
  allocation of all                                                                    $100,000/Year
    charges among                $8,000/month               $5,000/month                Integration:
 these participants             per additional             per additional                 $200/hr
                                  participant                participant             (For more than 100
                                                                                     hours of services)

      Real-time                  $25,000/month              Subscription:                 License:
    Dispatch and                   per staff                $25,000/month                 $250,000
  Tagging Services                                                                      Maintenance:
                                                                                        $50,000/Year
                                                                                        Integration:
                                                                                          $200/hr
                                                                                     (For more than 50
                                                                                     hours of services)

      Trading:                    2 cents/MWh               1.2 cents/MWh                 License:
  Clearing Auction                  per side                  per side                    $500,000
 Bilateral Matching              (No clearing)                                          Maintenance:
     Pay as bid                                                                        $100,000/Year


- ----------

(10)  Integration services are included.

(11)  Integration services are included.


Pricing
- --------------------------------------------------------------------------------



      OPTIONAL                    OPERATIONS                APPLICATIONS                  SOFTWARE
       SERVICE                    SERVICE(10)                HOSTING(11)                  SOLUTION
      --------                    -----------                -----------                  --------
                                                                        
                                                                                       Integration:
                                                                                          $200/hr
                                                                                     (For more than 100
                                                                                     hours of services)

     Transparent                      N/A                        N/A                      $200/hr
   integration with
     existing &
     new systems

     Meter data                  Subscription:              Subscription:                   N/A
   processing and                $45,000/month              $25,000/month
     validation                (3 participants)           (3 participants)
   (includes MDAS                      &                          &
    and metering                 $5,000/month               $3,000/month
 interface software)            per additional             per additional
                                  participant                participant


EXAMPLE PRICING OF OUR SERVICES

We are presenting the following pricing scenario to better illustrate our
comprehensive pricing proposal.

SCENARIO:

Monthly energy scheduling: 5 TMh

Monthly capacity scheduling: 500 GWh

Number of participants: 3 (settlements with participants required)



SOLUTION OPTION                        1                            2                           3
- ---------------              --------------------         --------------------       ----------------------
                                                                            
Monthly                            $550,000                     $300,000                       None
Subscription

License Fee                          None                         None                 $2,000,000 up front



                                    Page 47

Pricing
- --------------------------------------------------------------------------------


                                                                            
Maintenance                          None                         None                    $400,000/year

Monthly                         First 2,500,000             First 2,500,000                    None
volumetric                        MWh is free                 MWh is free
Fee for energy               $.05 x 2 x 2,500,000         $.03 x 2 x 2,500,000
                                MWh = $250,000               MWh = $150,000

Monthly                          First 250,000               First 250,000                     None
volumetric                        MWh is free                 MWh is free
Fee for capacity                $.05 x 250,000               $.03 x 250,000
                                 MWh = $12,500                MWh = $7,500

Share Fraction                      $60,000                     $40,000                 $500,000 up front
Solution                                                                                  $100,000/year
(3 participants)                                                                       $200/hr Integration

Other Costs                       Negligible              20 FTE's to Operate          Hardware costs plus
                                                            System and their          35 FTE's to integrate
                                                           systems, and cost             and operate, and
                                                            of link between                 modify for
                                                                CDWR and                   ISO changes
                                                              Perot sites

Monthly                            $872,500                     $497,500                $2,500,000 upfront
Service Fees                                                      Plus                         Plus
                                                             20 FTE + some               35 FTE + systems
                                                           systems + plus ISO          + integration + ISO
                                                          process tracking and          process and system
                                                              modification                 tracking and
                                                                expenses                   modification
                                                                                             expenses



                                    Page 48