Exhibit 99.424


                                                                    May 14, 1997

Mr. William J. Heller
Sr. Vice President
Edison International
2244 Walnut Grove Avenue
Rosemead, California 91770


Dear Mr. Heller:

Per your request, attached is a proposal for producing a computerized analysis
system to assist Edison International's bidding process and associated supply
and demand decisions. The simulation software considers the financial impacts of
PX/ISO protocols and commission rulings on Edison International in the face of
aggressive tactics from competitors. The system can simultaneously determine
real-time and longer-term bidding and operational strategies that maximize
Edison International's profitability in the new PX/ISO environment after January
1997. The system directly accommodates the noise, uncertainty, and possibly
hidden patterns of behavior in the PX/ISO operations as they relate to Edison
International operations.

To my knowledge, I have assembled the only team capable of providing you with a
valid system. Perot Systems Consulting is more knowledgeable than anyone about
ISO/PX protocols and operation as it relates to your needs. Systematic
Solutions, Inc. has the longest as well as the most successful (and validated)
experience simulating the dynamics of deregulation. Policy Assessment
Corporation has direct multi-national experience in deregulation dynamics and
competitive behavior under changing regulator conditions.

I believe you will find that the timely but phased approach to the project
insures that the system performs as claimed and that the capabilities of the
system insure increased profitability for Edison International.

Hemant Lall and I look forward to meeting with you at 11:00 AM on May 23rd to
discuss the detailed features of the system. Thank you for providing this
opportunity to work with Edison International.


Sincerely,




Dr. George Backus
President