EXHIBIT 99.493


BACKGROUND

The California Power Exchange Corporation (CalPX), OM Gruppen AB (OM) and Perot
Systems (Perot) have for some time been exploring the potential for an energy
product clearinghouse in North America. The purpose of this document is to
confirm the present mutual intentions of the parties to enter into an agreement
to form a Pan-American clearinghouse for energy - ClearCo.

The mission of ClearCo is to become the leading energy clearinghouse in North
America, serving multiple energy exchanges as well as the OTC-market.
Furthermore, ClearCo will have the capability to handle any energy asset or
instrument.

ClearCo is to be formed as an independent company with its own board and
management. The operation will be for-profit and any relation between ClearCo
and the founding partners is to be on a strictly commercial basis. This implies
that services rendered from a founding party to ClearCo will be compensated for
on market terms. Furthermore, ClearCo will in no way be limited to acquiring
services only from the founding members. Rather, it will free to acquire
services from any company it wishes, should commercial circumstances so suggest.
To ensure a quickly moving set-up project it will be natural to acquire initial
services from the founding partners.

ClearCo will have to be sufficiently capitalized in order to fund the project
and the first 12-18 months of operation. The business plan will provide the
required figure. The parties will provide capital in relation to the subscribed
equity share.


VALUE PROPOSITION

The value proposition to the market participants will primarily be;


COUNTERPARTY RISK MANAGEMENT
ClearCo will be the central counterparty to all market participants, i.e. it
will act seller to the buyer and buyer to the seller. The net position of
ClearCo will therefore always be zero, anything else will suggest a default of a
market participant. The concept of a central counterparty is of great value to
market participants as it means that, rather than having to evaluate the
creditworthiness of every counterparty, the creditworthiness of only one
counterparty has to be dealt with. In addition, it means that the number of
potential counterparties is vastly increased, as many companies currently are
prohibited from dealing with small and low capitalized market participants.


FACILITATED ADMINISTRATION
ClearCo will handle all payments and settlement as well as the associated
administration. Thereby market participants can get all trades, irrespective of
origin marketplace, registered on a single account. This greatly facilitates
risk management and the efficiency of margin collateral; a trade made
on-exchange that is offset OTC will imply a zero position as well as zero margin
collateral requirement. In addition, other cross-product netting schemes can be
implemented further enhancing the efficiency of the funds tied up as margin
collateral.

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Although ClearCo will assume the aggregate counterparty exposure of the market
it will be a limited liability company. It will have three lines of defense in
the case of a market participant default;

o    The margin collateral posted by the defaulting participant
o    The liable capital of the company
o    Any insurance or external coverage


OBJECTIVES

The long-term objective is to create a stand-alone fully developed clearing
organization for the North American energy markets by Q4 2000, offering clearing
solutions for trading taking place both on and off-exchange. The structure of
this organization will be specified in the business plan. Although the service
offerings to the participants might be introduced in several stages, the project
should from day one focus on setting up the mature solution when it comes to the
legal framework, capital structure and banking relationship. The objective has
two initial sub-objectives:


CLEARING FOR BFM

Currently the CalPX performs a fully administrative clearing service to the BFM
participants but since no central entity is taking on the financial counterparty
risk the participants themselves face the financial risk of a major default. The
barrier to entry in the BFM market today is substantial and approximately USD 5
million is required as an initial margin to participate in the market. This
naturally excludes most of the potential participants from participating in the
BFM market. One objective for the ClearCo project is to offer counterparty
clearing to the participants in the BFM market.


OTC MARKET

As in any derivative market most of the trading will take place in the bilateral
market and in a mature market an exchange could capture 30-50% of the total
derivatives trading. Traditionally, OTC trades are not cleared and positions in
the bilateral market require considerable back-office resources for settlement
administration as well as credit surveillance of the various counterparties. The
Nordic electricity market pioneered by offering clearing of these OTC contracts.
This service has been a success and now most trades in the OTC market is cleared
through the same central clearing organization as for the exchange. The second
objective is to offer clearing service to the OTC market for electricity
contracts in the US and offer counterparty risk management, administration as
well as netting possibilities through the central clearing organization. Initial
focus will be on WSCC.


OWNERSHIP

The proportion of ownership of ClearCo will be in relation to each party's
contribution of value. A methodology will be developed for assessing value
contribution. This methodology will include, but not be limited to, the
following elements: clearing experience, clearing systems and processes that fit
the US energy markets, clearing capital, neutral market operations, existing
marketplace connections, system integration capability, expertise in organizing
& operating ClearCo under US law.

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Because of OM's experience in clearing power markets, OM will become the
majority owner of ClearCo under two conditions:

o    CalPX believes OM's clearing systems and processes are reliably compatible,
     or can be made reliably compatible within the desired timeframe, with US
     energy market clearing practices and laws, and
o    The marketing of ClearCo's services is done either under the name of CalPX
     Trading Services (or some other market-based unit of CalPX) or under the
     name of an LLC parent of ClearCo in which CalPX Trading Services (or
     equivalent) is the managing partner and at least equal owner. Because of
     the likelihood of OM being the majority owner of ClearCo, OM will be
     project leader


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ACTIVITY             WEEKS:   2  4   6   8   10   12   14   16   18   20   22   24   26   28   30   32
                                                    

LOI
Business Plan
Legal Work
Capital Structure
System development?
Marketing
IT integration
Staffing
Testing
Launch
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