<<...>>

5201 Great America Parkway, Suite 522
Santa Clara, CA 95054
408 517-2100
408 517-2985 fax


Dear Colleague,

As your may be aware, we have invited you and your company to an extremely
important meeting on February 21, 2001 at the APX headquarters in Santa
Clara to discuss a solution to the critical problem we have today in our
California market regarding congestion management and CAISO schedule cuts.
This problem is costing us millions of dollars today and continued pro-rata
schedule cuts as a method  of congestion management  will escalate
substantially to well over $100,000,000 and could even rise above that
before the end of this year.

Since the California Power Exchange no longer operates an adjustment bid
portfolio market to manage congestion, APX has discussed the potential of
operating a similar market with the CAISO.  Technically, our solution is
sound and the CAISO endorses this market.  APX is uniquely capable of
developing this market as an interim solution until the California ISO
settles on its longer term congestion reform methodology.  Without this
market, we all stand to lose millions of dollars by having schedules cut by
the CAISO because there are no other short term alternatives to congestion
management.  The investment we will require from you to develop this interim
solution will be minor compared to the financial impact without it.

We are asking you to attend this meeting and to confirm your desire to see
such a solution provided by APX.  Ultimately we will seek financial
commitments prior to developing the solution but believe it is feasible to
have it in place well before the summer season.  Due to its interim nature
we will seek a flat fixed fee such that its planned abandonment will not
negatively impact APX with the more permanent change to congestion
management that will eventually be implemented by the CAISO.

The attached agenda provides an updated outline of our planned activities.
These include a brief introduction and review of why this is important to
California market participants and the impact of doing nothing, an overview
of how such a market will work, and a presentation by the CAISO regarding
integration issues with current CAISO congestion management procedures.

We welcome your participation in this most important meeting next week and
look forward to your commitment to a successful resolution of this
situation.


Sincerely,


Michael L. Heinrich    John Stremel
Vice President     Vice President


 <<Agenda 02_15_2001.doc>>
Barbara Tardio
Department Administrator
Automated Power Exchange
5201 Great America Parkway
Suite 522
Santa Clara CA 95054
408 517-2153
425 940-7850 (e-fax)



 - Agenda 02_15_2001.doc