Exhibit 99.454

CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 191











                    POWER EXCHANGE BIDDING AND BID EVALUATION
                                PROTOCOL (PBEP)









Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 192

            POWER EXCHANGE BIDDING AND BID EVALUATION PROTOCOL (PBEP)

                                TABLE OF CONTENTS


1 OBJECTIVES, DEFINITIONS AND SCOPE
   1.1 Objectives
     1.1.1 Applicable Provisions of the PX Tariff
     1.1.2 The Role of the PX
   1.2 Definitions
     1.2.1 Master Definitions Supplement
     1.2.2 Special Definitions for this Protocol
     1.2.3 Rules of Interpretation
     1.2.4 Communications
   1.3 Scope
     1.3.1 Scope of Application to Parties
     1.3.2 Liability of PX

2 PX DAY-AHEAD BIDDING PROCEDURES FOR ENERGY TRADES
   2.1 Timeline for Day-Ahead Bidding
   2.2 Bid Data
     2.2.1 Submission of Bids
     2.2.2 Supply Bids
     2.2.3 Demand Bids
   2.3 Standing Bids and Default Bids
     2.3.1 Standing Bids
     2.3.2 Default Bids
   2.4 Format for Day-Ahead Supply Bids and Demand Bids
     2.4.1 Table of Price/Quantity Pairs
     2.4.2 Price Inelastic Bids
     2.4.3 Separate Supply Bids and Demand Bids
     2.4.4 Format
   2.5 Activity Rules

3 PX HOUR-AHEAD BIDDING PROCEDURES FOR ENERGY TRADING

4 BID VALIDATION
   4.1 PX Security Amount
     4.1.1 PX Security Amount Validation Check:
     4.1.2 Notification of Failure of Validation Check
   4.2 Validation of Bids
     4.2.1 Initial Validation
     4.2.2 Second Stage Validation

Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 193

   4.3 Notification of Errors and Rejection of Bids

5 ENERGY BID EVALUATION METHODOLOGY
   5.1 Basis of Energy Bid Evaluation
   5.2 Determining the Market Clearing Price (MCP)
   5.3 Tied Bids
   5.4 MCP when Intersecting Demand and Supply Segments are Vertical
   5.5 Effect of Congestion Management on MCP
     5.5.1 No Usage Charges
     5.5.2 Usage Charges
   5.6 Mitigation of Overgeneration
   5.7 Publication of MCP Day-Ahead Information
     5.7.1 Day-Ahead PX Participant Information
     5.7.2 Day-Ahead Market Information
   5.8 Procedures for Dealing with Anomalous Evaluation Results
     5.8.1 Announcement of an Anomalous Result
     5.8.2 Second Evaluation

6 ANCILLARY SERVICES
   6.1 Self-Provision
     6.1.1 Self Provision by the PX
     6.1.2 Self-Provision by PX Participants
   6.2 The ISO's Ancillary Services Auction
     6.2.1 Submission of Ancillary Services Bids
     6.2.2 Format and Content of Ancillary Services Bids
     6.2.3 Validation of Ancillary Services Bids
     6.2.4 Forwarding of Ancillary Services Bids to the ISO

7 SUPPLEMENTAL ENERGY BIDS
   7.1 Bid Information
   7.2 Timing of Bids
   7.3 Submission of Bids by PX to ISO

8 ADJUSTMENT BIDS
   8.1 Bid Information
   8.2 Imports/Exports
   8.3 Timing of Bids
   8.4 Submission of Bids by PX to ISO

Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 194

9 RECORDS

10 AMENDMENTS TO THE PROTOCOL
   10.1 PX Determines a Need for an Amendment
   10.2 Further Comment on the Proposed Amendment
   10.3 PX Technical Advisory Committee Review
   10.4 PX Governing Board Determination
   10.5 Necessity for Immediate PX Governing Board Action

APPENDIX A - PX AUCTION ACTIVITY RULES


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 195



1    OBJECTIVES, DEFINITIONS AND SCOPE

     1.1  OBJECTIVES

          The objective of this Protocol (PBEP) is to facilitate the submission
          of Supply Bids and Demand Bids by PX Participants to the PX and the
          evaluation of those bids by the PX in the Day-Ahead Market for Energy
          as described in the PX Tariff. This PBEP also provides for the
          submission to the PX of Ancillary Services bids, Adjustment Bids and
          Supplemental Energy bids by PX Participants for onward submission by
          the PX to the ISO. Procedures in respect of the Hour-Ahead Market for
          Energy will be added at a future time.

          1.1.1 APPLICABLE PROVISIONS OF THE PX TARIFF

          This Protocol (PBEP) must be read and interpreted in accordance with
          the provisions of Section 3 of the PX Tariff.

          1.1.2 THE ROLE OF THE PX

          The PX operates an Energy auction for the Day-Ahead Market on behalf
          of PX Participants and, in the future, the PX will operate an Energy
          auction for the Hour-Ahead Market. The PX also acts as a Scheduling
          Coordinator for certain PX Participants, while other PX Participants
          have alternative arrangements for submitting Schedules to the ISO. In
          the case of the latter group, not all provisions of this Protocol
          (PBEP) are applicable.

     1.2  DEFINITIONS

          1.2.1 MASTER DEFINITIONS SUPPLEMENT

          Unless the context otherwise requires, any word or expression defined
          in the Master Definitions Supplement to the PX Tariff shall have the
          same meaning when used in this Protocol. A reference to a Section or
          an Appendix is a reference to a Section or an Appendix of the PX
          Tariff. References to PBEP are to this Protocol or to the stated
          paragraph of this Protocol.

          1.2.2 SPECIAL DEFINITIONS FOR THIS PROTOCOL

          In this PBEP, the following words and expressions shall have the
          meanings set opposite them:

          "ACTIVITY RULES" means The set of rules relating to the submission of
          Supply Bids and Demand Bids in the PX's Energy auction and the set of
          rules relating to the submission of Adjustment Bids to the PX by PX
          Participants, prepared by the PX and as amended from time to time.

          "ECONOMIC GENERATION" means Generation other than Reliability Must-Run
          Generation, Eligible Regulatory Must-Take Generation or Eligible
          Regulatory Must-Run Generation.


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 196


          "MAXIMUM PRICE" means the maximum price ($/MWh) which may be specified
          in a Demand Bid or a Supply Bid as notified by the PX to PX
          Participants from time to time.

          "MAXIMUM SIZE" means the maximum size (MWh) of a Demand Bid or a
          Supply Bid as notified by the PX to PX Participants from time to time.

          "MINIMUM PRICE" means the minimum price ($/MWh) which may be specified
          in a Demand Bid or a Supply Bid as notified by the PX to PX
          Participants from time to time.

          "MINIMUM SIZE" means the minimum size (MWh) of a Demand Bid or a
          Supply Bid as notified by the PX to PX Participants from time to time.

          "PX HOME PAGE" means the PX Internet home page at http://www.calpx.com
          or such other Internet address as the PX shall publish from time to
          time.

          "TA SYSTEM" means the electronic communications system used by the PX
          and PX Participants to conduct, across the WEnet, the Day-Ahead
          Market.

          1.2.3 RULES OF INTERPRETATION

               a)   Unless the context otherwise requires, if the provisions of
                    this Protocol and the PX Tariff conflict, the PX Tariff will
                    prevail to the extent of the inconsistency. The provisions
                    of the PX Tariff have been summarized or repeated in this
                    PBEP only to aid understanding.

               b)   A reference in this Protocol to a given agreement, PX
                    Protocol or instrument shall be a reference to that
                    agreement or instrument as modified, amended, supplemented
                    or restated through the date as of which such reference is
                    made.

               c)   Any reference to a day, week, month or year is to a calendar
                    day week, month or year. All references to time are to
                    Pacific Time.

               d)   The captions and headings in this PBEP are inserted solely
                    to facilitate reference and shall have no bearing upon the
                    interpretation of any of the terms and conditions of this
                    Protocol.

               e)   This Protocol shall be effective as of January 1, 1998.

          1.2.4 COMMUNICATIONS

          In this Protocol (PBEP), references are made to the normal means of
          electronic communication between the PX and the ISO (i.e., WEnet) and
          the normal means of electronic communication between the PX and the PX
          Participants (i.e., in the case of the Day-Ahead Market, the TA
          System). In the event of a total or partial failure of the WEnet, the
          alternative communication arrangements specified in the ISO Tariff and
          Protocols shall apply. In the event of a total or partial failure of
          the TA System, the alternative communication arrangements specified in
          the PX Communication Protocol (PCP) and the PX Emergency Recovery
          Protocol (PERP) shall apply.



Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 197



1.3  SCOPE

     1.3.1 SCOPE OF APPLICATION TO PARTIES

          This PBEP applies to the PX and PX Participants.

     1.3.2 LIABILITY OF PX

          Any liability of the PX arising out of or in relation to this Protocol
          shall be subject to Section 9 of the PX Tariff as if references to the
          PX Tariff were references to this Protocol.

2    PX DAY-AHEAD BIDDING PROCEDURES FOR ENERGY TRADES

     2.1  TIMELINE FOR DAY-AHEAD BIDDING

          The Day-Ahead Market starts at 6:00 pm two days ahead of the Trading
          Day and closes at 1:15 pm on the day ahead of the Trading Day when the
          PX notifies each PX Participant of the details of the Final Day-Ahead
          Schedules which pertain to that PX Participant. The timeline for the
          Day-Ahead Market, including the timing for submitting bids, is
          described in the PX Scheduling and Control Protocol (PSCP).

     2.2  BID DATA

          2.2.1 SUBMISSION OF BIDS

          PX Participants wishing to participate in the PX Energy auction, which
          leads to the production of the PX's Preferred Schedule for the
          Day-Ahead Market, must submit bids which comply with the requirements
          of this PBEP 2.2 and Section 3 of the PX Tariff. PX Participants may
          submit bids up to 14 days in advance of the Trading Day.

          2.2.2 SUPPLY BIDS

          A Supply Bid (Generation or import) shall specify the effective Energy
          (i.e. the amount of Energy at the Load center which can be determined
          by taking a Generating Unit's planned actual output or import quantity
          and adjusting that output or quantity by the GMM applicable to the
          relevant Generator location or Scheduling Point). A Supply Bid must
          include the following information for each Settlement Period of the
          Trading Day:

          a)   the PX Participant's name and ID code;

          b)   the amount of effective Energy in each portfolio, segregated into
               the following categories:

               i)   import;

               ii)  Eligible Regulatory Must-Take Generation;

               iii) Eligible Regulatory Must-Run Generation;


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 198

               iv)  Economic Generation; or

               v)   Inter-Scheduling Coordinator Trade (sale);

          c)   the Settlement Period for which the bid applies;

          d)   the Trading Day for which the Day-Ahead bid applies (month, day
               and year); and

          e)   the $/MWh values referred to in PBEP 2.4, which must be in the
               format specified in PBEP 2.4.

          2.2.3 DEMAND BIDS

          A Demand Bid (Demand or export) shall include the following
          information for each Settlement Period of the Trading Day:

          a)   the PX Participant's name and ID code;

          b)   the effective Energy in each Demand portfolio;

          c)   the Settlement Period for which the bid applies;

          d)   the Trading Day for which the bid applies (month, day and year);
               and

          e)   the $/MWh values referred to in PBEP 2.4, which must be in the
               format specified in PBEP 2.4.

2.3  STANDING BIDS AND DEFAULT BIDS

     2.3.1 STANDING BIDS

          [NOTE: THERE WILL BE NO PROVISION FOR STANDING BIDS ON 1.1.98]

     2.3.2 DEFAULT BIDS

          A PX Participant may provide the PX with a default bid file, in a form
          specified by the PX, to be used by the PX as the bid of that PX
          Participant for a Trading Day when and if:

          a)   the PX Participant has notified the PX, pursuant to PX
               Communication Protocol (PCP) 2.1.2(a), that it is unable to use
               the TA System; and

          b)   the PX Participant has authored the PX to utilize the bid in its
               default bid file for that Trading Day.


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 199



2.4  FORMAT FOR DAY-AHEAD SUPPLY BIDS AND DEMAND BIDS

     2.4.1 TABLE OF PRICE/QUANTITY PAIRS

          Supply Bids and/or Demand Bids shall be prepared as a table listing
          not more than sixteen (16) quantity-price pairs which, when taken
          together, define a 15 segment piece-wise price/quantity curve. In
          preparing the tables, a PX Participant must ensure that the following
          restrictions are observed:

          a)   prices and quantities must comply with the significant figures
               restriction and decimal place requirements of the relevant screen
               in the TA System; namely, MWh to one decimal place (e.g., 10.2)
               and $/MWh to two decimal places (e.g., $3.23);

          b)   quantities cannot be less than the Minimum Size nor more than the
               Maximum Size(1);

          c)   prices must not be less than and must include the Minimum Price
               and must not be more than and must include the Maximum Price;

          d)   for Supply Bids the piece-wise linear curve must show prices
               which increase with quantity (i.e., the curve must not include
               horizontal line segments (parallel to the quantity axis) but must
               have an upward slope);

          e)   for Demand Bids the piece-wise linear curve must show prices
               which decrease with quantity (i.e., the curve must not include
               horizontal line segments (parallel to the quantity axis) but must
               have a downward slope);

          f)   each Supply Bid and each Demand Bid must contain a minimum of two
               (2) price-quantity pairs.

     2.4.2 PRICE INELASTIC BIDS

          If a PX Participant wishes to submit a bid which represents no price
          elasticity, then, for the purposes of PBEP 2.4.1, the price-quantity
          pairs in the table shall be defined as follows:

          a)   for an inelastic Demand (that is a Demand (Demand MWh) which must
               be met irrespective of price), two price-quantity pairs should be
               submitted as:

               i)   Maximum Price-Demand MWh; and

               ii)  Minimum Price-Demand MWh; and

          b)   for an inelastic Supply (that is a Supply (Supply MWh) which must
               be sold irrespective of price), two price-quantity pairs should
               be submitted as:

               i)   Minimum Price-Supply MWh; and

               ii)  Maximum Price-Supply MWh.

- ----------
(1)    If a PX Participant specifies a quantity figure greater than the Minimum
       Size, the TA System will, in the absence of Overgeneration, not allow the
       PX Participant to trade Energy at a quantity level less than that
       specified.


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 200


          2.4.3 SEPARATE SUPPLY BIDS AND DEMAND BIDS

          PX Participants that may be able either to buy or sell Energy, and
          that wish to move between buying and selling depending on the Market
          Clearing Price (e.g. a pumped storage plant), must submit a separate
          Supply Bid and Demand Bid.

          2.4.4 FORMAT

          Where a PX Participant submits Supply Bids or Demand Bids to the PX,
          otherwise than by means of the TA System (in accordance with the PCP),
          it shall submit its bid data in the import format utilized by the TA
          System.

     2.5  ACTIVITY RULES

          PX Participants must comply with the requirements of the Activity
          Rules in connection with their participation in the PX's Energy
          auction.

          [NOTE: THE SCOPE OF THE ACTIVITY RULES WILL NOT EXTEND TO THE
          SUBMISSION OF SUPPLY BIDS OR DEMAND BIDS UNTIL ITERATIONS ARE
          INTRODUCED INTO THE PX'S ENERGY AUCTION. THE ACTIVITY RULES WILL,
          HOWEVER, APPLY TO THE SUBMISSION OF ADJUSTMENT BIDS WITH EFFECT FROM
          1.1.98 - SEE PBEP 8]

3    PX HOUR-AHEAD BIDDING PROCEDURES FOR ENERGY TRADING

          [NOTE: THIS SECTION WILL BE FOR FUTURE USE, IN THAT THERE WILL BE NO
          HOUR-AHEAD MARKET AS AT 1-1-98]

4    BID VALIDATION

     4.1  PX SECURITY AMOUNT

          4.1.1 PX SECURITY AMOUNT VALIDATION CHECK:

          The PX will check following the issue of Final Schedules on each
          Trading Day:

          a)   that each PX Participant that relies on maintaining an Approved
               Credit Rating to enable it to trade in the PX Energy auction
               still holds a credit rating which qualifies as an Approved Credit
               Rating; and

          b)   that each PX Participant that is required to provide guarantees
               or other forms of credit support, pursuant to Section 2.4 of the
               PX Tariff, to enable it to trade in the PX Energy auction, does
               not have outstanding aggregate commitments for net purchases of
               Energy (in kWh) which, when multiplied by the PX Indicative
               Price, would exceed 100% of the PX Security Amount provided by
               the PX Applicant.

          4.1.2 NOTIFICATION OF FAILURE OF VALIDATION CHECK

          The PX will notify, via the TA System, any PX Participant which fails
          the validation check described in PBEP 4.1.1. All bids submitted by a
          PX Participant prior to such notification


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 201


          will be treated as validly submitted but, following notification, the
          PX Participant in question will not be entitled to submit any further
          bids under this PBEP and will be denied access to the TA System, until
          such time as it is able to pass the validation check as a consequence
          of the provision of additional guarantees or other credit support or
          by reducing its outstanding commitments for net purchases of Energy.

     4.2  VALIDATION OF BIDS

          4.2.1 INITIAL VALIDATION

          The PX shall, immediately following receipt of each Demand Bid and
          each Supply Bid, undertake an initial validation to ensure that:

               a)   price and quantity data have been included for each
                    Settlement Period in the Trading Day; and

               b)   bid prices and quantities comply with the requirements of
                    PBEP 2.4.

          4.2.2 SECOND STAGE VALIDATION

          The PX shall, in accordance with the timing requirements of the PSCP,
          undertake a second stage validation of each Supply Bid and each Demand
          Bid to ensure that (otherwise than in respect of those matters checked
          under PBEP 4.2.1) the bid is compliant with the requirements of this
          PBEP.

     4.3  NOTIFICATION OF ERRORS AND REJECTION OF BIDS

          Non-conforming and / or late bids will be rejected by the PX. Bids
          received that fail validation due to invalid bid format or violating
          the limits specified in the Master File or violation of the Activity
          Rules will also be rejected. If a corrected bid is received in time,
          it will be included in the PX evaluation process.

5    ENERGY BID EVALUATION METHODOLOGY

     5.1  BASIS OF ENERGY BID EVALUATION

          Following the validation of all Supply Bids and Demand Bids, the PX
          will begin the evaluation of bids on the basis of price and in
          accordance with this PBEP 5.

     5.2  DETERMINING THE MARKET CLEARING PRICE (MCP)

          On each Trading Day, the PX shall, for each Settlement Period in that
          Trading Day, create an aggregate Energy Supply curve by combining all
          Supply Bids and an aggregate Energy Demand curve by combining all
          Demand Bids. If at least one of the intersecting Demand and Supply
          segments has a non-zero and non-infinite slope, or if one of the
          intersecting segments is vertical and the other non-vertical, the
          point of intersection will be determined by a direct calculation. The
          initial Market Clearing Price will then be set at the intersection
          price, so that all PX Sellers with a portion of their output priced at
          or below the initial


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 202

          Market Clearing Price will be selected to submit Disaggregated Bids
          under the PSCP at their corresponding Generation levels, and all
          Demand priced at or above the Market Clearing Price will be selected
          to submit Disaggregated Bids under the PSCP for the corresponding
          Demand. If there is no Inter-Zonal Congestion when all Preferred
          Schedules are submitted to the ISO by the PX and other SCs, the
          initial Market Clearing Price will become final. If there is more than
          one point of intersection, the Market Clearing Price will be
          determined in accordance with PBEP 5.4. If there is no point of
          intersection because all Demand Bid prices are lower than the lowest
          priced Supply Bid (after netting out all non-economic Generation and
          an equal quantity of Demand), no Energy will be traded, other than
          Energy associated with non-economic Generation.

     5.3  TIED BIDS

          All tied bids shall be resolved on a pro rata basis, except that, when
          the MCP equals the Minimum Price, quantities associated with Eligible
          Regulatory Must-Take Generation, Eligible Regulatory Must-Run
          Generation and Reliability Must-Run Generation will not be prorated.

     5.4  MCP WHEN INTERSECTING DEMAND AND SUPPLY SEGMENTS ARE VERTICAL

          If both intersecting Demand and Supply segments are vertical (that is
          are parallel with the price ($/MWh) axis of graph) and overlap, then
          the Demand to be met and the Supply Bids accepted will be the common
          quantity (MWh) coordinate, and the Market Clearing Price (MCP) will be
          set at the higher of the lowest Demand Bid price and the lowest Supply
          Bid price at this MWh level.

     5.5  EFFECT OF CONGESTION MANAGEMENT ON MCP

          5.5.1 NO USAGE CHARGES

               If the ISO does not perform Congestion Management on a Trading
               Day, or if Congestion Management is undertaken but the Final
               Schedule for the PX is unchanged from the Preferred Schedule and
               no Usage Charges are set by the ISO, then the MCP determined in
               accordance with the foregoing provisions of this PBEP 5 will be
               the MCP in each Zone for the relevant Trading Day.

          5.5.2 USAGE CHARGES

               If the ISO performs Congestion Management on a Trading Day and
               the Final Schedule for the PX is changed from the Preferred
               Schedule for any Settlement Period, the PX shall, in
               circumstances where the ISO has set Usage Charges, recalculate
               the MCP for each Zone, in accordance with Sections 3.9.2.7 and
               3.9.2.8 of the PX Tariff.

     5.6  MITIGATION OF OVERGENERATION

          If the PX identifies PX Overgeneration in the course of the Energy bid
          evaluation process, it shall manage the situation in accordance with
          the following steps:


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 203


          STEP 1: the PX shall reject all Supply Bids received from PX
          Participants in the PX auction other than Supply Bids relating to
          Eligible Regulatory Must-Take Generation and Eligible Regulatory
          Must-Run Generation; and

          STEP 2: if PX Overgeneration remains following the completion of Step
          1 above, the PX shall determine the total quantity of Supply Bids
          relating to Eligible Regulatory Must-Run Generation and Eligible
          Regulatory Must-Take Generation which must be rejected. This quantity
          will be allocated between PX Participants for the relevant Settlement
          Period by multiplying their aggregate Supply Bids by a PX Participant
          specific factor, calculated as follows:

          [F(i) = max [(Gen(i) - Demand(i)30]/(sum) max[(Geni-Demandi),0]]

          where:

          Fi        is the factor by reference to which PX Participant i's share
                    of the required reduction in Eligible Regulatory Must-Take
                    Generation and Eligible Regulatory Must-Run Generation is
                    calculated for the relevant Settlement Period;

          Geni      is the aggregate of Supply Bids relating to Eligible
                    Regulatory Must-Take Generation and Eligible Regulatory
                    Must-Run Generation offered in the PX auction by PX
                    Participant i for the relevant Settlement Period (in MWh);

          Demandi   is the aggregate of Demand Bids offered in the PX auction
                    from PX Participant i for the relevant Settlement Period (in
                    MWh);

          (sum)     is the summation for all PX Participants for the relevant
                    Settlement Period.]

     5.7  PUBLICATION OF MCP DAY-AHEAD INFORMATION

          5.7.1 DAY-AHEAD PX PARTICIPANT INFORMATION

               The PX will, in accordance with the timing requirements of the
               PSCP, notify, via the TA System, each PX Participant of the
               following information relating to that PX Participant:

          a)   the PX Participant's name;

          b)   its portfolio identification code(s);

          c)   the Trading Day (month, day and year) for which the information
               is being given;

          d)   the Demand Bids accepted from the PX Participant for each
               Settlement Period (MWh);

          e)   the Supply Bids accepted from the PX Participant for each
               Settlement Period (MWh); and

          f)   the Market Clearing Price for each Settlement Period ($/MWh).



Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 204



               5.7.2 DAY-AHEAD MARKET INFORMATION

               The PX will, for each Trading Day, publish on the PX Home Page
               the following information:

               a)   an identification of the Trading Day (month, day and year)
                    for which the information is being given;

               b)   the Market Clearing Price for each Settlement Period ($/MWh)
                    and, where applicable, for each Zone;

               c)   the aggregate Demand for which Demand Bids were accepted for
                    each Settlement Period (MWh); and

               d)   the aggregate Supply for which Supply Bids were accepted for
                    each Settlement Period (MWh).

     5.8  PROCEDURES FOR DEALING WITH ANOMALOUS EVALUATION RESULTS

          5.8.1 ANNOUNCEMENT OF AN ANOMALOUS RESULT

          If the evaluation by the PX of all Supply Bids and Demand Bids for a
          Trading Day yields a result that is, in the opinion of the PX,
          significantly anomalous, the PX shall notify each PX Participant, via
          the TA System, that the evaluation has produced an anomalous result
          and that PX Participants have the option of submitting new bids. The
          notice shall specify the timing requirements for the submission of new
          bids and the PX may adjust the timing requirements in the PX
          Scheduling and Control Protocol (PSCP) for this purpose. The results
          of the initial evaluation shall not be disclosed by the PX to any PX
          Participant.

          5.8.2 SECOND EVALUATION

          If a PX Participant submits a new bid, then that bid will be used for
          the purpose of a second evaluation. If a PX Participant does not
          submit a new bid in response to the notice in PBEP 5.8.1, then the
          previously submitted bid of that PX Participant for that Trading Day
          shall be used for the second evaluation. Following the timely
          submission of any new bids, the PX will conduct and publish the
          results of the second evaluation, in accordance with Sections 5.2
          through 5.7 of this PBEP, again subject to any necessary modification
          of the timing requirements in the PSCP.

6    ANCILLARY SERVICES

     6.1  SELF-PROVISION

          6.1.1 SELF PROVISION BY THE PX

          Until such time as the PX Governing Board may otherwise decide, the PX
          will not self-provide Ancillary Services. The PX shall purchase all
          Ancillary Services required for the implementation of its Schedule
          through the ISO's Ancillary Services auction.


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 205



          6.1.2 SELF-PROVISION BY PX PARTICIPANTS

          Until the PX engages in self-provision of Ancillary Services as
          described in PBEP 6.1.1, PX Participants may not self-provide
          Ancillary Services.

     6.2  THE ISO'S ANCILLARY SERVICES AUCTION

          6.2.1 SUBMISSION OF ANCILLARY SERVICES BIDS

          PX Participants who wish to participate in the ISO's Ancillary
          Services auction may do so by submitting Ancillary Services bids to
          the PX through the TA System, in accordance with the timing
          requirements of the PSCP. Any bid for Ancillary Services must be in
          the format and contain the information specified in PBEP 6.2.2.

          6.2.2 FORMAT AND CONTENT OF ANCILLARY SERVICES BIDS

          An Ancillary Services bid shall include the following information as
          appropriate for the type of Ancillary Service, for each Settlement
          Period of the Trading Day:

          a)   PX Participant name and ID code;

          b)   Ancillary Service type:

               i)   Regulation;

               ii)  Spinning Reserve;

               iii) Non-Spinning Reserve; or

               iv)  Replacement Reserve;

          c)   Resource ID;

          d)   Settlement Period for which the bid applies;

          e)   Trading Day for which the bid applies;

          f)   the $/MWh values for the Energy supplied (which shall be the same
               for each of the four Ancillary Service types);

          g)   the lower and upper operating limits for each resource;

          h)   ramp rate;

          i)   capacity reservation prices (in $/MW), which may be different for
               each type of Ancillary Service;

          j)   Regulation range both up and down;

          k)   Spinning Reserve, Non-Spinning Reserve or Replacement Reserve
               quantity in MW;

          l)   the time period required to reach synchronization (this must be
               the same value for all 24 Settlement Periods for a particular
               resource).


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 206



          6.2.3 VALIDATION OF ANCILLARY SERVICES BIDS

          The following validation checks are performed by the PX when an
          Ancillary Services bid is input into the TA System:

          a)   values, which may include zero, are given for all 24 Settlement
               Periods;

          b)   price breakpoints increase monotonically;

          c)   quantities are given for all prices; and

          d)   required values have been entered into valid fields for each
               Ancillary Service which the Ancillary Services bid covers.

          6.2.4 FORWARDING OF ANCILLARY SERVICES BIDS TO THE ISO

          The PX will forward the valid PX Participant's Ancillary Services bids
          it has received to the ISO, in accordance with the timing requirements
          of the PSCP and in the format and with the content specified in the
          ISO's Schedules and Bids Protocol (SBP).

7    SUPPLEMENTAL ENERGY BIDS

     7.1  BID INFORMATION

          Supplemental Energy bids for use by the ISO in the Real Time Market
          must be submitted in the format and include the information specified
          in the SBP.

     7.2  TIMING OF BIDS

          PX Participants may, via the TA System, submit Supplemental Energy
          bids to the PX for forward submission to the ISO not later than
          fifteen (15) minutes before the deadline established by the ISO for
          the submission of such bids by the PX. Withdrawal of any such
          Supplemental Energy bids must be submitted to the PX at least fifteen
          (15) minutes prior to the deadline for withdrawal of Supplemental
          Energy bids established by the ISO. Withdrawal may be accomplished by
          submitting a new Supplemental Energy bid that replaces the previous
          Supplemental Energy bid, but has quantity equal to the Final Scheduled
          quantity.

     7.3  SUBMISSION OF BIDS BY PX TO ISO

          The PX will forward to the ISO any Supplemental Energy Bids received
          by it from PX Participants by any deadlines established by the ISO for
          the submission of Supplemental Energy bids, in accordance with the
          SBP.


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 207



8    ADJUSTMENT BIDS

     8.1  BID INFORMATION

          PX Participants must, via the TA System, submit, to the PX, Adjustment
          Bids for non-Regulatory Must Take Generation and non-Regulatory
          Must-Run Generation initial Preferred Schedules for use in Congestion
          Management in the Day-Ahead Market, in the format and with the
          information specified in the SBP. Adjustment Bids must specify for
          Generators, the effective Energy the amount of Energy at the Load
          center which can be determined by taking a Generating Unit's actual
          output or import quantity and adjusting that output or quantity by the
          GMM applicable to the relevant Generator location or Scheduling Point.
          The Generator Adjustment Bids must include zero quantity and must be
          compliant with the requirements of the Activity Rules.

          If a Preferred Schedule is received that does not include an
          Adjustment Bid, the PX will either:

          (a)  request an Adjustment Bid from the Participant submitting the
               Schedule; or

          (b)  provide a default decremental Adjustment Bid at the uncongested
               MCP; or

          (c)  if necessary due to PX operational considerations, forward the
               Preferred Schedule to the ISO without an Adjustment Bid.

     8.2  IMPORTS/EXPORTS

          A PX Seller bidding into the PX's Energy auction in respect of Energy
          to be imported into the ISO Controlled Grid must submit, or a PX Buyer
          bidding into the PX's Energy auction in respect of Energy to be
          exported from the ISO Controlled Grid, may submit an Adjustment Bid
          via the TA System Import Adjustment Bids must meet the same
          requirements as Generating Units in Section 8.1.Timing of Bids

          PX Participants must submit any Adjustment Bids to the PX for onward
          submission to the ISO in accordance with the timing requirements of
          the PSCP.

     8.3  SUBMISSION OF BIDS BY PX TO ISO

          The PX will forward to the ISO any Adjustment Bids received by it from
          PX Participants under PBEP 8.2, with the PX's Preferred Schedule, in
          accordance with the timing requirements of the PSCP.

9    RECORDS

          The PX shall maintain such records of PX Participants' bidding data
          and for such periods as the PX considers to be reasonably necessary
          for the purposes of:

          a)   the requirements of the PX market monitoring Compliance Unit,
               pursuant to the PX Market Monitoring and Information Protocol
               (PMMIP); and

          b)   complying with its obligations under Section 10 (Audits) of the
               PX Tariff.


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 208



10   AMENDMENTS TO THE PROTOCOL

     10.1 PX DETERMINES A NEED FOR AN AMENDMENT

          The PX shall periodically review this Protocol, in consultation with
          PX Participants. If the PX determines, as a result of this review, or
          otherwise, that there is a need to amend this Protocol, the PX will
          publish a notice giving details of the proposed amendment on the PX
          Home Page. Any PX Participant shall be entitled to submit comments on
          the proposed amendment to the PX, within 10 days of such publication.
          Following receipt of such comments, the PX will submit its proposed
          amendment to the PX Technical Advisory Committee ("PX TAC") and will
          publish a notice of the proposed amendment on the PX Home Page.

     10.2 FURTHER COMMENT ON THE PROPOSED AMENDMENT

          The PX TAC will give all PX Participants a further opportunity (in
          light of the extent of the proposed amendment, not exceeding 30 days)
          to submit comments to the PX TAC.

     10.3 PX TECHNICAL ADVISORY COMMITTEE REVIEW

          The PX TAC will be given a reasonable opportunity to review the
          proposed change to this Protocol and may submit its recommendations to
          the PX Governing Board.

     10.4 PX GOVERNING BOARD DETERMINATION

          The PX Governing Board will review the proposed amendment along with
          any PX TAC recommendation and may pass a resolution to amend the
          Protocol. Any amended PX Protocol will be published on the PX Home
          Page, along with an announcement acknowledging that the amendment has
          been approved and the date on which it is to come into force (which
          shall be at least 30 days after the date of the announcement).

     10.5 NECESSITY FOR IMMEDIATE PX GOVERNING BOARD ACTION

          The PX Governing Board may, if it considers that an amendment to this
          Protocol is reasonably required to address an emergency or is required
          to correct a drafting error, implement an amendment prior to or during
          the procedure described in 10.1 to 10.4 of this Protocol, provided
          that the PX completes such procedure fully, as soon as possible. In
          light of the subsequent comments and recommendations that the PX
          receives, the PX Governing Board may change its amendment.


Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998




CALIFORNIA POWER EXCHANGE CORPORATION
FERC ELECTRIC SERVICE TARIFF                              Original Sheet No. 209



                                   APPENDIX A

                            PX AUCTION ACTIVITY RULES


[NOTE: THE SCOPE OF THESE AUCTION ACTIVITY RULES IS LIMITED TO ADJUSTMENT BIDS.
FURTHER AUCTION ACTIVITY RULES WILL BE DEVELOPED TO COVER THE SUBMISSION OF
DEMAND BIDS AND SUPPLY BIDS ONCE ITERATIONS ARE INTRODUCED INTO THE PX'S ENERGY
AUCTION.]

ADJUSTMENT BIDS

     A PX Participant submitting Adjustment Bids to the PX for onward submission
     to the ISO under PBEP 8 shall ensure that:

     a)   in the case of a Supply Market Participant, any increase in Generation
          or import is offered at a price equal to or above the initial Market
          Clearing Price and any decrease in output is offered at a price equal
          to or below the initial Market Clearing Price; and

     b)   in the case of a Demand Market Participant, any increase in Demand or
          export is offered at a price equal to or below the initial Market
          Clearing Price and any decrease in Demand or export is offered at a
          price equal to or above the initial Market Clearing Price.

Issued by: Scott D. Rasmussen, General Counsel
Issued on: June 1, 1998                                Effective: March 31, 1998