<PAGE>

                                                       Contract No. C 9812 29081


                                           ***Text Omitted and Filed Separately
                                               Confidential Treatment Requested
                                         Under 17 C.F.R. Sections 200.80(b)(4),
                                                             200.83 and 230.406


                                    AGREEMENT

                                       for

                               Consulting Services

                                     between

                    Sempra Energy Information Solutions, LLC

                                       and

                         Transnational Partners II, LLC



                             Acknowledgment Copy

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
-------                                                                     ----
<S>                                                                         <C>
1. SCOPE ..................................................................  1
2. COMMENCEMENT AND COMPLETION OF WORK ....................................  1
3. REPRESENTATIVES ........................................................  1
4. RESPONSIBILITY OF CONTRACTOR ...........................................  2
5. MONITORING .............................................................  2
6. CHANGES ................................................................  2
7. DELAYS .................................................................  2
8. OWNERSHIP OF INTELLECTUAL PROPERTY AND MATERIAL ........................  3
9. REPORTS ................................................................  3
10. SUBCONTRACTORS ........................................................  4
11. COMPENSATION ..........................................................  4
12. PAYMENT ...............................................................  4
13. AUDIT .................................................................  5
14. TAXES .................................................................  6
15. INDEPENDENT CONTRACTOR ................................................  6
16. WARRANTY ..............................................................  7
17. INSURANCE .............................................................  7
18. INDEMNITY .............................................................  8
19. GOVERNING LAW .........................................................  9
20. COMPLIANCE WITH LAWS .................................................. 10
21. TERMINATION ........................................................... 10
22. LIENS ................................................................. 10
23. ASSIGNMENT ............................................................ 11
24. EQUAL EMPLOYMENT OPPORTUNITY .......................................... 11
25. CALENDAR YEAR 2000 COMPLIANCE ......................................... 11
26. NONWAIVER ............................................................. 11
27. DISPUTES .............................................................. 11
28. NOTICES OR DEMANDS .................................................... 12
29. CONFIDENTIALITY ....................................................... 12
30. TIME OF ESSENCE ....................................................... 14
31. VALIDITY .............................................................. 14
32. SURVIVAL .............................................................. 14
33. NO ORAL MODIFICATIONS ................................................. 14
34. CAPTIONS .............................................................. 15
35. COUNTERPARTS .......................................................... 15
36. AUTHORITY ............................................................. 15
37. JOINT AND SEVERAL LIABILITY ........................................... 15
38. COMPLETE AGREEMENT .................................................... 15
</TABLE>


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Schedule A: Technical Services Scope of Work
Schedule B: Subcontractors List
Schedule C: Compensation
SCHEDULE D: Work Authorization
SCHEDULE E: Time Cards
SCHEDULE F: Travel Guidelines


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                    SEMPRA ENERGY INFORMATION SOLUTIONS, LLC.
                              San Diego, California

                          TECHNICAL SERVICES AGREEMENT

     This Technical Services Agreement ("Agreement") is made effective as of
January 1, 1999 between Sempra Energy Information Solutions, LLC (SEIS) and
Transnational Partners II, LLC ("Contractor").

The Parties hereby agree as follows:

     1. SCOPE

          Contractor shall perform, at its own proper cost and expense, in the
most substantial and skillful manner, to the satisfaction of SEIS, the following
generally described Technical Services (hereinafter, the "Services"):

               Business planning and operations support services.

The Services, including the scope of work, specifications, schedule of
milestones and deliverables, and performance standards, are more fully described
in Schedule A: Technical Services Scope of Work, hereinafter, the "Scope of
Work", attached hereto and made a part hereof by this reference.

     2. COMMENCEMENT AND COMPLETION OF WORK

          This Agreement shall commence upon execution by the parties and shall
be in full force and effect through December 31, 1999, and may be extended for
additional one year terms upon terms to be mutually agreed upon by both parties,
unless terminated earlier in accordance with Article 21. Contractor agrees to
commence and perform the Services in accordance with the requests of SEIS
Representative. The nature of the Services is such that timely performance is
critical to the orderly progress of related work and to the operating schedule
of SEIS

     3.   REPRESENTATIVES

          3.1. SEIS Representative: Dale Kelly-Cochrane

               SEIS designates, and Contractor accepts, the individual named
above as SEIS Representative for all matters relating to Contractor's
performance of Services under this Agreement. The actions taken by the SEIS
Representative regarding such performance shall be deemed the acts of SEIS. SEIS
may, upon written notice to Contractor, pursuant to Article 28 hereof, change
the designated Representative.


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<PAGE>

          3.2. Contractor Representative:    David Porreca
                                             10299 Scripps Trail
                                             Suite E229
                                             San Diego, 92131
                                             Phone: 800 568-6100 x2425

               Contractor designates, and SEIS accepts, the individual named
above as Contractor Representative for all matters relating to Contractor's
performance of Services under this Agreement. The actions taken by Contractor
Representative shall be deemed the acts of Contractor.

     4. RESPONSIBILITY OF CONTRACTOR

          Contractor shall perform the Services in accordance with established
professional and business standards and ethics. All Services shall conform to
the Scope of Work and performance standards set forth in the Scope of Work.
Contractor shall remedy any and all deficiencies in its Services which result
from Contractor's failure to adhere to the Scope of Work.

     5. MONITORING

          All Services performed by Contractor shall be subject to the
monitoring and approval of SEIS at all times, but such right of monitoring or
actual approval of Services shall not relieve Contractor of responsibility for
the proper performance of the Services. Contractor shall provide to SEIS or
SEIS's designee access to Contractor's facility or facilities where the Services
are being performed and sufficient, safe and proper work conditions for such
inspection and Contractor shall furnish to SEIS such information concerning its
operations or the performance of the Services as SEIS shall reasonably request.

     6. CHANGES

          6.1. Either party may initiate a request for a change in this
Agreement by advising the other Party of the change in writing. As soon as
practicable after notice of such request, Contractor shall prepare and forward
to SEIS in writing the proposed changes in this Agreement.

          6.2. If the parties fail to agree on an Amendment to this Agreement
("Amendment") relating to a proposed change, SEIS reserves the option to retain
others to provide the Services subject to the change order.

          6.3. Contractor shall implement a change in this Agreement only after
Contractor has received a written Amendment executed by an authorized
procurement agent or officer of SEIS All changes shall be performed under the
Terms and Conditions of this Agreement. Contractor hereby expressly waives any
compensation, reimbursement of expenses and any other right to receive payment
with respect to any change NOT authorized by a written Amendment to this
Agreement.


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<PAGE>

     7. DELAYS

          Contractor shall notify SEIS in writing immediately of any delay, or
anticipated delay in Contractor's performance of this Agreement due to causes or
circumstances beyond the reasonable control of Contractor, and the reason for
and anticipated length of the delay. SEIS may extend the date of performance for
a period equal to the time lost by reason of the delay if SEIS, in its sole
judgment, determines that the delay is due to causes or circumstances beyond the
reasonable control of Contractor. Contractor shall NOT be eligible under any
circumstances for additional compensation due to any such extension of time. Any
extension to the contract term or milestone schedule pursuant to this Article,
shall be documented by a written Amendment to this Agreement.

     8. OWNERSHIP OF INTELLECTUAL PROPERTY AND MATERIAL

          8.1. Any idea, invention, work of authorship, drawing, design,
formula, algorithm, utility, tool, pattern, compilation, program, device,
method, technique, process, improvement, development or discovery (hereinafter,
collectively, "Invention"), whether or not patentable, or copyrightable, or
entitled to legal protection as a trade secret or otherwise, that Contractor may
conceive, make, develop, create, reduce to practice, or work on in whole or in
part, in the course of performing the Services shall be owned by SEIS and shall
be delivered to SEIS upon completion of the Services. Contractor agrees that any
copyrightable Invention shall constitute a "work made for hire." Contractor
hereby assigns to SEIS, without royalty or any further consideration,
Contractor's entire right, title and interest in and to any such Inventions.

          8.2. Contractor hereby grants to SEIS an irrevocable, assignable,
nonexclusive royalty-free unrestricted license to use, copy, distribute and make
derivatives of any proprietary rights, specialized knowledge, or software of
Contractor or any subcontractor that are part of any work product furnished by
Contractor to SEIS under this Agreement for SEIS's and its affiliates' use.
Prior to furnishing to SEIS any proprietary rights of Contractor or any
subcontractor, Contractor shall inform SEIS in writing of its plan to provide
such rights and shall describe such rights in sufficient detail so that SEIS can
understand that the scope of the rights claimed by Contractor.

          8.3. If requested by SEIS, Contractor agrees to take all actions
necessary, at SEIS's sole cost and expense, to obtain, maintain or enforce
patents, copyrights, trade secrets and other proprietary rights in connection
with any Invention, and Contractor agrees that its obligations under this
Article shall continue beyond the termination or completion of this Agreement.

          8.4. Any and all material and information prepared, accumulated or
developed by Contractor, any subcontractor or their respective employees,
including, without limitation, documents, drawings, calculations, maps, plans,
estimates, specifications, sketches, notes, reports, summaries, data models and
samples, source code, object code, object libraries, and development tools, to
the extent SEIS may determine (hereinafter, collectively, the "Material"), shall
become the property of SEIS when prepared or in process, whether or not
delivered by Contractor. Contractor shall deliver the Material, together with
any other materials furnished to


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Contractor by SEIS hereunder, to SEIS upon request, and, in any event, upon
termination or completion of this Agreement.

          8.5 Contractor agrees that during the term of this Agreement and for a
period of eighteen (18) months following its expiration or termination,
Contractor will not provide any consulting services to any gas or electric
utility, any utility holding company, or any regulated or unregulated subsidiary
of a utility holding company, any power marketer or any other company that
provided energy information or energy purchasing related products or services in
the United States, unless that entity is a wholly or partially owned direct or
indirect subsidiary (i.e. at least 10% voting and beneficial membership) of
Sempra Energy.

          8.6 Prior to working on any customized software, Contractor shall
identify in writing to SEIS any third party development tools, (whether or not
commercially available), compilers, libraries or other source code to be
embedded in, used in the development of and/or necessary for the maintenance of
any customized software written by Contractor or any subcontractor in accordance
with Schedule A. In addition, prior to working on the project, Contractor shall
inform SEIS of the cost of procuring a perpetual royalty-free license to use,
modify, translate and create derivatives of the third party source code as part
of the SEIS software, the cost of obtaining a run-time executable license to the
third party software and the cost of development tools (whether or not
commercially available). If SEIS approves the project in accordance with
SCHEDULE A, then Contractor shall be responsible for initiating and assisting
SEIS in the procurement, in the name of SEIS, of any third party license
required to enable SEIS to maintain, enhance and create derivatives of its
customer software, and, in the case of any business line software, to enable
SEIS or its affiliates to sublicense SEIS's software (with the embedded third
party code) on a shrink wrap basis.

     9. REPORTS

          Contractor shall provide periodic status reports as requested by SEIS
Representative. Reports shall make periodic comparisons of the Services rendered
to date against the Scope of Work, including any milestones and costs. Such
reports shall include an explanation of any significant variations, an
identification of any potential or known developments which may impact SEIS, and
any corrective actions implemented.

     10. SUBCONTRACTORS

          Contractor shall at all times be responsible for the acts and
omissions of subcontractors and individuals directly or indirectly employed by
them. Contractor shall be responsible for performance of all the Services,
whether performed by Contractor or its subcontractors. This Agreement shall NOT
give rise to any contractual relationship between SEIS and a subcontractor of
Contractor. SEIS shall NOT undertake any obligation to pay or to be responsible
for the payment of any sums to any subcontractor. Contractor acknowledges that
the vendors supplying hardware, software, software development services and
integration services to SEIS shall not be subcontractors of Contractor. The only
subcontractors of Contractor shall be consultants retained by Contractor with
prior approval of SEIS to provide technical and consulting services to SEIS
under this Agreement.


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<PAGE>

     11. COMPENSATION

          Contractor hereby agrees to accept as full compensation for
satisfactory performance of the Services as described in Article 1 and Schedule
A. The compensation that is outlined in Schedule C: Compensation. Payments shall
be made at the times and in the manner specified in Article 12.

     12. PAYMENT

          12.1. Contractor shall invoice SEIS in accordance with the hourly
rates set forth in SCHEDULE C -COMPENSATION. Invoices shall be submitted
monthly, with the beginning of the pay period being a Monday and the end of the
pay period being on a Friday. Invoices shall include at a minimum the Contract
Number, Work Authorization Number, Contractor's employee name, hours worked per
pay period, hourly rate and extended amount for each of Contractor's employees,
and the total amount due for the pay period. Contractor shall have complete
support documentation of all charges incurred, including weekly time sheets as
described in SCHEDULE E - WEEKLY TIME CARD, any data required to calculate fees
or variable rate charges, plus receipts for reimbursable expenses in amount
equal to or greater than $25.00 per item and a breakdown by category.

          12.2. SEIS may withhold payment of the whole or part of any amount due
or claimed to be due by Contractor to such extent as may be necessary to protect
SEIS from loss on account of any of the following:

               12.2.1. Defective Services NOT remedied.

               12.2.2. Third party claims filed or reasonable evidence
indicating probable filing of such claims.

               12.2.3. Failure of Contractor to make payment promptly to its
employees, suppliers or subcontractors.

               12.2.4. Damage caused by Contractor to others and/or SEIS; or

               12.2.5. A good faith dispute as to the achievement of a milestone
or the calculation of the amount invoiced.

          12.3. Contractor shall submit invoices in duplicate in a format
approved by SEIS and as set forth in this Article to:

          Originals to:     Sempra Energy
                            Attention: Affiliate Accounting-Mike Shaffer
                            P.0. Box 129007
                            San Diego, CA 92112-9007


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          Copy to:          Sempra Energy
                            101 Ash St., HQ-02
                            San Diego CA, 92101
                            Attention: Clyde Parks

          12.4. SEIS shall make payment within thirty (30) days after receipt
and approval of invoice.

     13. AUDIT

          13.1. SEIS reserves the right to designate its own employee
representative(s) or its contracted representative with a certified public
accounting firm, who shall have the right to audit and to examine any cost,
payment, settlement or supporting documentation resulting from any Services
performed on this Agreement. Any such audit(s) shall be undertaken by SEIS or
its contracted representative at reasonable times and in conformance with
generally accepted auditing standards. Contractor agrees to fully cooperate with
any such audit(s).

          13.2. Contractor shall include a similar clause in its agreements with
its subcontractors reserving the right to designate Contractor's own employee
representative(s), its contracted representative from a certified public
accounting firm, and representative(s) from SEIS, who shall have the right to
audit and to examine any cost, payment, settlement or other supporting
documentation resulting from any item set forth in its agreements.

          13.3. Contractor shall be notified in writing of any exception taken
as a result of an audit of Contractor or a subcontractor. Contractor shall
refund the amount of any exception to SEIS within ten (10) days. If Contractor
fails to make such payment, Contractor agrees to pay interest, accruing monthly,
at a rate of 10% per annum. Interest will be computed from the date of written
notification of exception(s) to the date Contractor reimburses SEIS for any
exception(s). In the event an audit verifies overcharges of five percent (5%) or
more, then Contractor shall reimburse SEIS for the cost of the audit.

          13.4. This right to audit shall extend for a period of two (2) years
following the date of final payment under this Agreement. Contractor and each
subcontractor shall retain all necessary records/documentation for the entire
length of this audit period.

     14. TAXES

          14.1. Contractor assumes exclusive liability for and shall pay before
delinquency, all federal, state or local sales, use, excise and other taxes,
charges or contributions imposed on, or with respect to, or measured by the
equipment, materials, supplies or labor furnished hereunder or the wages,
salaries or other renumerations paid to individuals employed in connection with
the performance of the Services. Provided that the conditions of indemnification
as set forth in Article 18 are satisfied, Contractor shall hold harmless,
indemnify and defend SEIS, together with any and all its officers, directors,
agents and employees from any liability, penalty, interest and expense by reason
of Contractor's failure to pay such taxes, charges or contributions. Contractor
and SEIS shall cooperate with each other to minimize the tax liability of both
parties to the extent legally permissible, including separately stating taxable


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charges on Contractor's invoices and supplying resale and exemption
certificates, if applicable, and other information as reasonably requested.

          14.2. Without limiting the generality of the foregoing, Contractor
agrees to treat all individuals performing services under the Agreement as
employees of the Contractor for purposes of Federal and State employment taxes.
No exceptions are permitted under this section without a written Amendment to
this Agreement prior to an individual performing any Services under this
Agreement.

          14.3. Without limiting any of the provisions of Article 14, Contractor
agrees that, at any time during the performance of this Agreement, SEIS shall
have the right to audit Contractor's compliance with the requirement stated in
Article 14.2 that Contractor treat all individuals performing Services under
this Agreement as employees of Contractor for Federal and State employment tax
purposes. Such audit shall occur at reasonable times with Contractor's full
cooperation.

     15. INDEPENDENT CONTRACTOR

          15.1. It is agreed that Contractor shall perform the Services under
this Agreement as an independent contractor and no principal-agent or
employer-employee relationship or joint venture or partnership shall be created
with SEIS

          15.2. Contractor represents to SEIS that it and its subcontractors are
properly licensed, insured, fully experienced and properly qualified to perform
the class and type of the Services as specified in this Agreement, in addition
to being properly equipped, organized, staffed and financed to handle such
Services.

          15.3. Contractor shall perform the Services in an orderly and
workmanlike manner, enforce strict discipline and order among its personnel, and
shall NOT employ on the Services any personnel unskilled in the work assigned.

          15.4. Contractor shall use prudent business practices in its
relationships with suppliers and subcontractors.

          15.5. Contractor shall NOT engage in any advertising, publicity or
other promotional activities which in any way directly or indirectly refers to
this Agreement, unless approved in writing by SEIS.

     16. WARRANTY

          Contractor expressly warrants that, from the date of the Agreement and
for twelve (12) months after which the last Services are performed under this
Agreement by Contractor, all the Services performed hereunder shall be in
compliance with the performance standards and specifications set forth in the
Scope of Work and the terms of this Agreement. Any Services furnished hereunder
failing to meet such standards shall be repeated or corrected, at no charge to
SEIS Additionally, Contractor shall reimburse SEIS for any and all damages and
repair costs resulting from, or due to, any deficiencies in the Services
provided by Contractor.


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Any software deliverable will include the warranty set forth in and other wise
be subject to the terms and conditions identical to those set forth in Schedule
A Section 8 of the Technical Searches Agreement between Contractor and Enova
Corporation dated, January 1, 1997.

     17. INSURANCE

          Insurance requirements set forth below do not in any way limit the
amount or scope of liability of Contractor under this agreement. The amounts
listed indicate only the minimum amounts of insurance coverage SEIS is willing
to accept to help insure full performance of all terms and conditions of this
agreement. All insurance required of Contractor under this agreement shall meet
the following minimum requirements: and shall be on a occurrence basis not be on
a claims made basis.

          17.1. CERTIFICATES, NOTICE OF CANCELLATION. On or before the effective
date of this agreement, and thereafter during its term, Contractor shall provide
SEIS with current certificates of insurance, executed by a duly authorized
representative of each insurer, as evidence of all insurance policies required
under this Article 17. No insurance policy may be canceled, materially revised,
or non-renewed without at least thirty (30) days prior written notice being
given to SEIS Insurance must be maintained without lapse in coverage during the
term of this agreement. SEIS shall also be given certified copies of
Contractor's policies of insurance, upon request.

          17.2. ADDITIONAL INSURED. SEIS shall be named as an additional insured
in each general liability policy. Such general liability insurance shall provide
a severability of interest or cross-liability clause.

          17.3. PRIMARY COVERAGE. The required policies, and any of Contractor's
policies providing coverage excess of the required policies, shall provide that
the coverage is primary for all purposes and Contractor will not seek any
contribution from any insurance or self-insurance maintained by SEIS

          17.4. COMPANY RATINGS. All required policies of insurance must be
written by companies having an A. M. Best rating of "A-" or better, or
equivalent.

          17.5. DEDUCTIBLE: RETENTIONS. Contractor shall be solely responsible
for any deductible or self-insured retention on insurance required hereunder.

          17.6. REQUIRED INSURANCE. At all times during this agreement,
Contractor shall provide and maintain, at its own expense, the following types
of insurance:

               17.6.1. GENERAL LIABILITY INSURANCE. Contractor shall maintain
an occurrence form commercial general liability policy, or policies, including
coverage for sudden and accidental pollution liability on land and on water,
insuring against liability arising from bodily injury, property damage, personal
and advertising injury, independent contractors liability, products and
completed operations and contractual liability. Such coverage shall be in an
amount of not less than $1,000,000 combined single limit per occurrence.


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               17.6.2. AUTOMOBILE LIABILITY INSURANCE. In the event that
automobiles are used in connection with Contractor's performance of this
agreement, Contractor shall maintain an automobile liability policy or policies
insuring against liability for damages because of bodily injury, death, or
damage to property, (including loss of use thereof), and occurring in any way
related to the use, loading or unloading of any of Contractor's automobiles
(including owned, hired and non-owned vehicles). Coverage shall be in an amount
of not less than $1,000,000 each accident.

               17.6.3. WORKERS' COMPENSATION INSURANCE. In accordance with the
laws of the State or States in which the work will be performed, Contractor
shall maintain in force workers' compensation insurance for all of its
employees. If applicable, Contractor shall obtain U.S. Longshoremen's and Harbor
Workers compensation insurance, separately, or as an endorsement to workers'
compensation insurance. Contractor shall also maintain employer's liability
coverage in an amount of not less than $1,000,000 per accident and per employee
for disease. In lieu of such insurance, Contractor may maintain a self-insurance
program meeting the requirements of the State or States in which the work will
be performed along with the required employees liability insurance.

               17.6.4 PROFESSIONAL LIABILITY INSURANCE Intentionally omitted.

          17.7. WAIVER OF SUBROGATION. Each policy of property, general
liability and automobile (including automobile physical damage) insurance
maintained by Contractor shall contain a waiver of subrogation in favor of SEIS.

     18. INDEMNITY

          18.1. As between SEIS and Contractor, Contractor shall be solely
liable for and Contractor shall indemnify, defend and hold SEIS, and its present
and future direct or indirect parent company(ies), subsidiaries, affiliates,
divisions and their respective directors, officers, shareholders, employees,
agents, representatives, successors and assigns harmless from and against any
and all claims, actions, suits, proceedings, losses, liabilities, penalties,
damages, costs or expenses (including attorneys' fees and disbursements) of any
kind whatsoever resulting from (1) injuries to or death of any and all
individuals, including, without limitation, members of the general public, or
any employee, agent, independent contractor or consultant or affiliate of either
SEIS or Contractor, arising out of or connected in any manner with the
performance of Services, whether or not the conduct of Contractor or any
subcontractor was tortious and whether or not SEIS's tortious conduct
contributed to the injuries or death, (2) damage to, loss, and/or destruction of
property, including, without limitation, to, property of SEIS or Contractor
arising out of or connected in any manner with the performance of Services,
whether or not the conduct of Contractor or any subcontractor was tortious and
whether or not SEIS's tortious conduct contributed to the property damages, (3)
third party claims of any kind, whether based upon negligence, strict liability
or otherwise, arising out of or in connected in any manner to Contractor's or
any of its subcontractor's acts or omissions in breach of this Agreement, or (4)
Contractor's failure to comply with Article 20 hereunder. The indemnification
obligation shall not apply to the extent that injuries, death, loss, damage or
destruction is caused by the willful misconduct of SEIS, its agents or
employees, or SEIS's sole negligence.


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          18.2. Contractor shall indemnify, defend and hold SEIS, and its
present and future direct or indirect parent company(ies), subsidiaries, and
affiliates and their directors, officers, shareholders, employees, agents and
representatives harmless from and against any and all claims, actions, suits,
proceedings, losses, liabilities, penalties, damages, costs or expenses
(including attorneys' fees and disbursements) of any kind whatsoever arising
from (1) actual or alleged infringement or misappropriation by Contractor or any
subcontractor of any patent, copyright, trade secret, trademark, service mark,
trade name, or other intellectual property right in connection with the
Services, including without limitation, any deliverable, (2) Contractor's
violation of any third party license to use intellectual property in connection
with the Services, including, without limitation, any deliverable.

          18.3. If any claim is brought against SEIS, then Contractor shall be
entitled to participate in, and, unless in the opinion of counsel for SEIS a
conflict of interest between SEIS and Contractor may exist with respect to such
claim, assume the defense of such claim, with counsel reasonably acceptable to
SEIS If Contractor does not assume the defense of SEIS, or if a conflict
precludes Contractor from assuming the defense, then Contractor shall reimburse
SEIS on a monthly basis for SEIS's defense through separate counsel of SEIS's
choice. Even if Contractor assumes the defense of SEIS with acceptable counsel,
SEIS, at its sole option, may participate in the defense, at its own expense,
with counsel of its own choice without relieving Contractor of any of its
obligations hereunder.

          18.4. Contractor's obligation to indemnify indemnities under this
Article shall not be limited in any way by any limitation on the amount or type
of damages, compensation or benefits payable by or for Contractor under any
Worker's Compensation Acts, Disability Benefit Acts or other Employee Benefit
Acts.

     19. GOVERNING LAW

          The formation, interpretation and performance of this Agreement
shall be governed by the internal laws of the State of California.

     20. COMPLIANCE WITH LAWS

          Contractor hereby represents that it and its subcontractors are and at
all times shall be familiar with, and at all times during performance of the
Services shall comply with and observe, all applicable federal, state and local
laws, ordinances, rules, regulations, executive orders, all applicable safety
orders and all orders or decrees of administrative agencies, courts or other
legally constituted authorities having jurisdiction or authority over
Contractor, SEIS or the Services.

     21. TERMINATION

          21.1. Contractor agrees that if (1) Contractor abandons the Services,
or (2) Contractor shall become bankrupt or insolvent, or shall assign this
Agreement, or sublet any part thereof, without the written authorization of
SEIS, or (3) Contractor, in the sole opinion of SEIS Representative, violates
any of the provisions of this Agreement, or executes this Agreement in bad
faith, or (4) Contractor, in the sole opinion of the SEIS Representative is not
performing the


                                      -10-
<PAGE>

Services in accordance with the terms of this Agreement, SEIS may notify
Contractor, pursuant to Article 28, to discontinue all or any part of the
Services and Contractor shall thereupon discontinue the Services or such parts
thereof. SEIS shall thereupon have the right to continue and complete the
Services or any part thereof, by contract or otherwise, and Contractor shall be
liable to SEIS for any and all loss, damage, penalties and excess cost incurred
by SEIS in completing the Services caused by Contractor's failure to execute the
requirements of this Agreement. The remedies herein shall be inclusive and
additional to any other remedies in law or equity, and no action by SEIS shall
constitute a waiver of any such right or remedy.

          21.2. It is also expressly agreed that SEIS shall have the right to
terminate this Agreement, or any part thereof, at any time for its sole
convenience upon 30 days' written notice, pursuant to Article 28, to Contractor
and payment of termination charges as set forth in Schedule C, if applicable.
Contractor shall fully justify and document to SEIS any termination charges so
claimed. In no event shall Contractor be entitled to payment for any Services
which has NOT been authorized by SEIS, or is NOT yet performed, or any
anticipated profits for any Services that have not been authorized or
performed.

          21.3. Payment of termination charges shall occur within thirty (30)
days of receipt of Contractor's written submittal of charges and justification
to SEIS's satisfaction. SEIS shall have the right to review and verify by
independent audit, any termination charges claimed by Contractor prior to
payment.

     22. LIENS

          Without limiting the generality of Article 18, Contractor shall
indemnify, defend, and hold SEIS, and its present and future direct or indirect
parent company(ies), subsidiaries, affiliates and their directors, officers,
shareholders, employees, agents and representatives harmless from and against
any mechanics lien or stop notice claim against SEIS by Contractor,
subcontractors, employees or agents pertaining to the Services specified in this
Agreement.

     23. ASSIGNMENT

          Contractor shall give personal attention to the execution of the
Services herein provided for, and shall NOT assign this Agreement, nor employ
any subcontractor for the execution of the same or any part thereof, without
prior written authorization of SEIS No such written authorization, however,
shall be construed as discharging or releasing Contractor in any way from the
performance of the Services or the fulfillment of any obligation specified in
this Agreement. Contractor shall remain jointly and severally liable with any
assignee of its rights or obligations.

     24. EQUAL EMPLOYMENT OPPORTUNITY

          If this Agreement is subject to Executive Order 11246 of September 24,
1965, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era
Veterans' Readjustment Act of 1974, Contractor agrees to comply with the equal
employment opportunity clauses set out at 41 CFR 60-1.4 and the requirements for
affirmative action for veterans and disabled persons set


                                      -11-
<PAGE>

out at 41 CFR 60-250.4 and 60-741.4, respectively, which clauses are
incorporated herein by reference with the same force and effect as if stated in
full text.

     25. CALENDAR YEAR 2000 COMPLIANCE

          Contractor represents, warrants and reports that the systems utilized
by Contractor in the performance of Services for SEIS shall exhibit calendar
Year 2000 Compliance. Year 2000 compliance shall mean the capability to (1)
manage and manipulate data involving all dates subsequent to, prior to and
including the calendar year 2000, including single-century and multi-century
formulas, and will not cause an abnormally ending (ABEND) scenario within the
application, or result in incorrect values generated involving such dates; (2)
ensure that all date-related functions, including generated code, will include
the indication of century; and (3) convert between date representations (such as
YYMMDD, Julian and Gregorian). Failure of Contractor to be Year 2000 compliant
shall NOT in any way excuse Contractor from the duty to perform its obligations
hereunder.

     26. NONWAIVER

          The failure of SEIS to insist upon or enforce, in any instance, strict
performance by Contractor of any of the terms of this Agreement or to exercise
any rights herein conferred shall NOT be construed as a waiver or relinquishment
to any extent of its right to assert, or rely upon any such terms or rights on
any future occasion. No waiver shall be valid unless stated in writing as set
forth in Article 28.

     27. DISPUTES

          27.1. Any dispute that cannot be resolved between Contractor
Representative and SEIS Representative shall be referred to Sempra Energy
Director Procurement and an officer of Contractor for resolution. If SEIS and
Contractor cannot reach an agreement within a reasonable period of time, SEIS
and Contractor shall have the right to pursue litigation as provided for herein.

          27.2. In the event of any litigation to enforce or interpret any terms
of this Agreement, the parties agree that such action will be brought in the
Superior Court of the County of San Diego, California (or, if the federal courts
have exclusive jurisdiction over the subject matter of the dispute, in the U.S.
District Court for the Southern District of California), and the parties hereby
submit to the exclusive jurisdiction of said court.

          27.3. In any action in litigation to enforce or interpret any of the
terms of this Agreement, the prevailing party shall be entitled to recover from
the unsuccessful party all costs, expenses, (including expert testimony) and
reasonable attorneys fees incurred therein by the prevailing party.

          27.4. In no event shall the litigation of any controversy or the
settlement thereof delay the performance of this Agreement.


                                      -12-
<PAGE>

     28. NOTICES OR DEMANDS

          Any notice, request, demand or other communication required or
permitted under this Agreement, shall be deemed to be properly given by the
sender and received by the addressee if made in writing and (1) if personally
delivered; (2) three days after deposit in the mails if mailed by certified or
registered air mail, post prepaid, with a return receipt requested; or (3) if
sent by facsimile with confirmation sent as provided in (2) above. All
correspondence shall reference the contract number shown on the cover page of
this document. Mailed notices and facsimile notices shall be addressed as
follows to:

               Sempra Energy Information Solutions, LLC:
                             101 Ash Street (HQ-17)
                             San Diego, CA 92101
                             Attention: Dale Kelly-Cochrane
                             Contract No C 9812 29081

               Contractor:   Transnational Partners II, LLC
                             10299 Scripps Trail
                             Suite E229
                             San Diego, 92131
                             Phone: 800 568-6100 x 2425
                             Facsimile No: 619 271-5878
                             Attention: David Porreca, President

     29. CONFIDENTIALITY

          29.1. Definitions. For purposes of this Agreement, the term
"Confidential Information" means proprietary information concerning the
business, operations and assets of SEIS, its present and future direct or
indirect parent company(ies), affiliates and/or subsidiaries, including, without
limitation, information or materials prepared in connection with this agreement
or any related subsequent agreement, designs, drawings, specifications,
techniques, models, data, documentation, source code, object code, diagrams,
flow charts, research, development, processes, procedures, know-how,
manufacturing, development or marketing techniques and materials, development or
marketing timetables, strategies and development plans, customer, supplier or
personnel names and other information related to customers, suppliers or
personnel, pricing policies and financial information, and other information of
a similar nature, whether or not reduced to writing or other tangible form, and
any other trade secrets. Confidential Information shall not include (1)
information known to Contractor or a Representative prior to obtaining the same
from SEIS; (2) information in the public domain at the time of disclosure by
Contractor; (3) information obtained by Contractor or a Representative from a
third party who did not receive same, directly or indirectly, from SEIS; or (4)
information approved for release by written authorization of an authorized
officer of SEIS For purposes of this Agreement, Representatives means
collectively each of Contractor's directors, officers, employees, agents,
advisors or affiliates.

          29.2. LIMITED USE; NONDISCLOSURE. Contractor hereby agrees that it
shall use the Confidential Information solely for the purpose of providing
support for SEIS and its affiliates and not in any way detrimental to SEIS, its
present and future direct or indirect parent


                                      -13-
<PAGE>

company(ies), affiliates and/or subsidiaries. Neither Contractor nor its
Representatives shall use the Confidential Information for their own benefit.
Contractor agrees to use the higher of the same degree of care it uses with
respect to its own proprietary or confidential information or a reasonable
standard of care to prevent unauthorized use or disclosure of the Confidential
Information. Except as otherwise provided herein, Contractor and its
Representatives shall keep confidential and not disclose the Confidential
Information. Contractor shall cause each of its Representatives to become
familiar with, and abide by, the terms of this Agreement.

          29.3. COURT OR ADMINISTRATIVE ORDER. Notwithstanding the provisions of
Article 29 above, Contractor and its Representatives may disclose any of the
Confidential Information in the event, but only to the extent, that, based upon
advice of counsel, it is required to do so by the disclosure requirements of any
law, rule, or regulation or any order, decree, subpoena or ruling or other
similar process of any court, governmental agency or governmental or regulatory
authority. Prior to making or permitting any of its Representatives to make such
disclosure, Contractor shall provide SEIS with prompt written notice of any such
requirement so that SEIS (with Contractor's assistance) may seek a protective
order or other appropriate remedy.

          29.4. PUBLICITY. SEIS hereby grants Contractor the right to make known
to other potential clients the general nature of the work provided to SEIS, and
the name of the SEIS Representative. However, Contractor and its Representatives
shall not, without the prior written consent of SEIS, disclose to any person (1)
the fact that the Confidential Information has been made available to Contractor
or its Representatives or (2) any information regarding the ongoing discussions
and negotiations between the parties, including the fact that such discussions
and negotiations are occurring; PROVIDED, however, that Contractor and its
Representatives may disclose the information described in clauses (1) and (2)
above if such disclosure is required under any of the circumstances described in
Article 0 above, in which case the procedures specified therein with respect to
such disclosure shall apply.

          29.5. DOCUMENT RETENTION. At any time upon the request of SEIS,
Contractor shall promptly deliver to SEIS or destroy (with such destruction to
be certified to SEIS) all documents (and all copies thereof, however stored)
furnished to or prepared by Contractor and its Representatives that contain
Confidential Information and all other documents in Contractor's possession that
contain or that are based on or derived from Confidential Information.

          29.6. SURVIVAL. Notwithstanding the return or destruction of all or
any part of the Confidential Information, the confidentiality provisions set
forth in this agreement shall nevertheless remain in full force and effect with
respect to specific Confidential Information until the date that is two years
after the date of disclosure of such Confidential Information.

          29.7. REMEDIES. The parties acknowledge that the Confidential
Information is valuable and unique, and that damages would be an inadequate
remedy for breach of this Agreement and the obligations of Contractor and the
Representatives are specifically enforceable. Accordingly, the parties agree
that in the event of a breach or threatened breach of this Agreement by
Contractor, SEIS, its present and future direct or indirect parent company(ies),
affiliates and/or subsidiaries, who shall be third party beneficiaries of this
Agreement, shall be entitled to seek an injunction preventing such breach,
without the necessity of proving damages or posting any bond. Any such relief
shall be in addition to, and not in lieu


                                      -14-
<PAGE>

of, money damages or any other legal or equitable remedy available to SEIS, its
present and future direct or indirect parent company(ies), affiliates and/or
subsidiaries
                                                                     .


     30. TIME OF ESSENCE

          Time is expressly agreed to be of the essence of this Agreement and
each, every and all of the terms, conditions and provisions herein.

     31. VALIDITY

          The invalidity, in whole or in part, of any provisions hereof shall
NOT affect the validity of any other provisions hereof.

     32. SURVIVAL

          The obligations imposed on Contractor and Contractor's employees by
and pursuant to Articles 9, 13, 14, 16, 18, 22 and 27 survive termination of
this Agreement.

     33. NO ORAL MODIFICATIONS

          No modification of any provisions of this Agreement shall be valid
unless in writing and signed by authorized representatives of the party against
whom such modification is sought to be enforced.

     34. CAPTIONS

          The captions in this Agreement are for convenience and reference only
and the words contained therein shall in no way be held to explain, modify,
amplify or aid in the interpretation, construction or meaning of the provisions
of this Agreement.

     35. COUNTERPARTS

          This Agreement may be executed in counterparts which, taken together,
shall constitute a single instrument.

     36. AUTHORITY

          Each individual executing this Agreement on behalf of SEIS and
Contractor represents and warrants that he or she is duly authorized to execute
and deliver this Agreement on behalf of said party and that this Agreement is
binding upon said party in accordance with its terms.

     37. THIRD PARTY BENEFICIARIES

          There shall be no third party beneficiaries of this Agreement, except
that at the sole election and in the sole discretion of SEIS, except that Sempra
Energy shall be a third party beneficiary hereunder, entitled to exercise any
remedy available to SEIS.

     38. COMPLETE AGREEMENT

          This Agreement constitutes the complete and entire Agreement between
the parties and supersedes any previous communications, representations or
agreements, whether oral or written, with respect to the subject matter hereof.
There are no additions to, or deletions from, or changes in, any of the
provisions hereof, and no understandings, representations or agreements
concerning any of the same, which are NOT expressed herein, unless stated below.
THE PARTIES HEREBY AGREE THAT NO TRADE USAGE, PRIOR COURSE OF DEALING


                                      -15-
<PAGE>

OR COURSE OF PERFORMANCE UNDER THIS AGREEMENT SHALL BE A PART OF THIS AGREEMENT
OR SHALL BE USED IN THE INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT. The
following Schedules are attached hereto and incorporated herein by this
reference:

SCHEDULE A - TECHNICAL SERVICES SCOPE OF WORK
SCHEDULE 8 - SUBCONTRACTORS LIST
SCHEDULE C - COMPENSATION
SCHEDULE D - WORK AUTHORIZATION
SCHEDULE E - WEEKLY TIME CARD
SCHEDULE F - TRAVEL GUIDELINES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

Transnational Partners II, LLC          Sempra Energy Information Solutions, LLC

By: /s/ David P. Porreca                By: /s/ Dale R Kelly-Cochrane
   --------------------------------        -------------------------------------
Name: David P. Porreca                  Name: Dale R Kelly-Cochrane
     ------------------------------          -----------------------------------
Title: Managing Partner                Title:  President
      -----------------------------           ----------------------------------
Date: 1/11/99                           Date: 1/11/99
     ------------------------------          -----------------------------------


                                      -16-
<PAGE>

                    Sempra Energy Information Solutions, Inc.

                                   SCHEDULE A

                        TECHNICAL SERVICES SCOPE OF WORK

     1 EXECUTIVE MANAGEMENT SUPPORT

     1.1  GENERAL. The contractor shall assist SEIS Executive Management in
          launching a new IT-Centered Business. In particular, this task is
          intended to provide SEIS leadership with un-biased, executive-level
          support to assist the company during its bootstrap phase. This task
          reflects an extension of the contractor's current work in developing
          the original SEIS business model with the emphasis now switching from
          planning to support.

     1.2  REQUIREMENTS

     a)   The contractor shall work with SEIS to establish the company's long
          range products and services vision. The contractor's project director
          will work as part of the SEIS executive team to develop and form the
          company's product plans and strategic vision. The contractor will also
          provide facilitation services and analysis services to support the
          development of detailed product requirements and marketing plans.

     b)   The contractor will assist SEIS in formulating new IT-based business
          strategies. In particular, the contractor will assist SEIS management
          in developing new channels of distribution for its Service Bureau and
          integration consulting services.

     c)   The contractor will assist SEIS in the development of new strategic
          partnerships related to the delivery of its products and services. The
          contractor's focus in this activity is to assist the company in the
          selection of partners and in follow-up negotiations relating to
          marketing alliances, partnering programs, and joint development
          projects with external organizations.

     d)   The contractor shall work with SEIS to incubate its internal sales and
          marketing staff. Specific contractor activities may include
          establishing qualifications for positions, developing compensation
          plans (including commission structures), interviewing candidates, and
          developing programs. The contractor will provide additional assistance
          to assist in the creation of standard customer contract templates,
          sales support procedures, and sales forecast models.

2    SEIS MARKETING AND PRODUCT PLAN DEVELOPMENT SUPPORT

     2.1  GENERAL. The contractor will assist SEIS in the creation of formal
          product plans and specifications for the company's initial product
          suite. The contractor will ensure that the plans are in conformance
          with commercial product standards including detailed


                                      A-1
<PAGE>

          requirements and technical specifications, implementation time lines,
          product delivery methods, and marketing plans. The contractor's focus
          is to ensure SEIS has a detailed product road map for achieving its
          business objectives. It is expected that the plans created in this
          task will result in the development of a product management template
          that SEIS can maintain internally as its business grows.

     2.2  REQUIREMENTS

     a)   The contractor shall assist SEIS in translating its top-level
          strategic vision into product requirement specifications. This
          activity is necessary to ensure that all product plans are directly
          traceable to SEIS business demands. Factors to be considered in this
          activity are target lines of business, product delivery
          channels/mechanisms, competitive analysis, and required supporting
          infrastructure. The translation of these strategic executive business
          objectives will be used as the foundation for creating formal Sempra
          Energy Information Solutions product plans.

     b)   The contractor will perform competitive analyses with respect to
          existing and candidate SEIS markets. This information will be used to
          identify market opportunities and correctly position SEIS products and
          services. Elements of these analyses include required product
          functionality, pricing, and delivery models. In addition, the
          contractor will canvas industry to identify those partners that can
          augment Sempra Energy Information Solutions' market position.

     c)   The contractor will assist SEIS in creating formal plans needed by
          Sempra Energy Information Solutions to meet its business objectives.
          Elements of these plans will include specific marketing and sales
          programs, development plans, and support concepts. The contractor will
          work in close coordination with Sempra Energy Information Solutions'
          executive management to ensure that they adequately reflect the
          company's strategic direction and reflect lessons learned from the
          actual delivery of products to customers.

3    CUSTOMER PRE-SALES PROJECT SUPPORT

     3.1  GENERAL. It is expected that the contractor will be called upon by
          Sempra Energy Information Solutions to participate in sales of the
          company's products and services. The purpose of this task is to
          provide Sempra Energy Information Solutions with a mechanism for
          rapidly augmenting its internal direct sales and marketing support
          staff with minimal contractual burden and long-term employment
          commitment. In addition, the contractor's participation in sales
          efforts provides an extra feedback mechanism for incorporating new
          customer requirements back into SEIS product plans.

     3.2  REQUIREMENTS

     a)   The contractor shall provide Business Pre-Sales support. The
          contractor's focus in this activity is to provide SEIS with business
          analysis expertise that can be used by SEIS' sales staff in developing
          specific solutions for customers. Functions to be performed by the
          contractor may include:

          -    Analysis of customer requirements

          -    Correlate customer requirements with SEIS product solutions


                                      A-2

<PAGE>

          -    Development of customer proposals (to include pricing)

          -    Feedback of business requirements to SEIS product management
               staff

     b)   The contractor shall also provide technical pre-sales support to
          complement its business pre-sales support activity. The contractor's
          roles will be to provide technical expertise needed to show how the
          company's products and services can be accessed and integrated by
          customers. In addition, the contractor's technical pre-sales staff
          will assist SEIS in developing implementation plans and detailed work
          proposals for bringing new SEIS customers on-line. Finally, the
          contractor will use these sales efforts to support the identification
          of gaps and near-term solutions and work arounds in SEIS product
          offerings based on interactions with customers. Finally, the
          contractor will document these product gaps for delivery to SEIS
          product management staff.

4    PROJECT MANAGEMENT AND ADMINISTRATION

     4.1  GENERAL. The contractor shall provide on-site management on all TNP
          project activities to ensure that all of its activities supporting
          SEIS meet professional standards and timeliness.

     4.2  REQUIREMENTS

     a)   Development and maintenance of project plans
     b)   Development of monthly progress reports
     c)   Coordination of all TNP activities within SEIS
     d)   Support for any SEIS or Sempra Energy contract audits

Authorization of work shall be determined jointly by the contractor and SEIS in
each of the above described task areas.


                                      A-3
<PAGE>

                    Sempra Energy Information Solutions, Inc.

                                   SCHEDULE B

                               SUBCONTRACTORS LIST

The contractor shall identify, in writing to SEIS Representative, any and all
subcontractors and their key employees as they are added to specific SEIS
support tasks as defined in Schedule A.


                                      B-1
<PAGE>

                     Sempra Energy Information Solutions, LLC

                                   SCHEDULE C

                                  COMPENSATION

Further definition of Article 11 is as follows:


Contractor shall provide SEIS with business planning and operations support
services on a Time and Expense basis that shall not exceed [...***...].

Billing will be on a time and materials basis up to the maximum identified in
each Work Authorizations. Current hourly rates for selected personnel are shown
herein. Levels and hourly rates for other personnel assigned to a project will
be identified in Schedule D - Work Authorization.

Table C-1 defines standard billing rates for all standard TNP labor categories.
The rates presented below reflect those charged by TNP to its best customers and
are identical to the negotiated rates currently in place between Sempra Energy
and TNP.

<TABLE>
<CAPTION>
          ----------------------------------------------------
                     Category                      Hourly Rate
          ----------------------------------------------------
          <S>                                      <C>
          [...***...]
</TABLE>

                           Table C-1. BILLING RATES.

Table C-2 documents total project cost and associated level of effort required
to meet the proposed statement of work over the contract's one year duration.

                      *CONFIDENTIAL TREATMENT REQUESTED

                                      C-1
<PAGE>

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------
                Labor                       Hourly         Total              Total Cost
              Category                       Rate          Hours
     -------------------------------------------------------------------------------------
     <S>                                     <C>             <C>             <C>
     [...***...]
</TABLE>
                  Table C-2. Total Project LaborHours and Cost

Because of the nature of the contract, termination for other than cause will
result in a substantial "wind down" provision. In the event Sempra Energy
Information Solutions desires to terminate the contract they shall provide TNP
with 60 days written notice. Upon termination, a fee equal to the amount listed
below will be due. Table 3 establishes termination costs.

<TABLE>
<CAPTION>
          -------------------------------------------------------
          Contract Quarter in which               Termination Fee
          Termination Occurs
          -------------------------------------------------------
          <S>                                     <C>
          [...***...]
</TABLE>
                         Table C-3. Termination Costs.

                      *CONFIDENTIAL TREATMENT REQUESTED

                                      C-2
<PAGE>

                    SEMPRA ENERGY INFORMATION SOLUTIONS, LLC

                                   SCHEDULE D

                               WORK AUTHORIZATION

                           WORK AUTHORIZATION #______

This signed document represents authorization for Transnational Partners II LLC
to commence consulting services against Agreement No. C 9812 29081 dated
December 30, 1998 between Transnational Partners II LLC and SEIS.

Cost Center ___________________                 Acct: No._______________________

SCOPE/TASK DESCRIPTION:

SEIS REPRESENTATIVE
       Name__________________________           Phone No._______________________

TRANSNATIONAL PARTNERS II LLC STAFF MEMBER:
       Name                  Classification          Rate            Phone No.
       1.
       2.
       3.

PERFORMANCE PERIOD
       START DATE:                            END DATE:

TRAVEL AND EXPENSES:
All expenses are to be reimbursed in accordance with Schedule F - Travel
Guidelines.

Estimated Expenditures
The estimated expenditures for this Work Authorization is $________________.


                                      D-1
<PAGE>

Agreed and Accepted:

For: Sempra Energy Information         For: Transnational Partners II LLC
     Solutions, LLC

Signature:                            Signature:
          -------------------------             -------------------------------

Name:                                 Name:     David Porecca
     ------------------------------

Title:                                President, Transnational Partners II, LLC
      -----------------------------

Date:                                 Date:
     ------------------------------        ------------------------------------


                                      D-2
<PAGE>

                    SEMPRA ENERGY INFORMATION SOLUTIONS, LLC

                                   SCHEDULE E

                                WEEKLY TIME CARD

                     for Time & Material Service Providers

                              (see Attachment E-2)


                                      E-1
<PAGE>

                     for Time & Material Service Providers

<TABLE>
<S>                <C>                              <C>
PERIOD                             COMPANY NAME     SEIS
                                                    --------------------------------------------------------------------------------
FROM:                    COMPANY REPRESENTATIVE     Clyde Parks
                                                    --------------------------------------------------------------------------------
10-OCT-98                            CONTRACTOR     Transnational Partners II, LLC.
                                                    --------------------------------------------------------------------------------

                                                    --------------------------------------------------------------------------------
THROUGH:                       CONSULTANT NAME:     David Porecca
                                                    --------------------------------------------------------------------------------
16-OCT-98          LOCATION SERVICES PERFORMED:     B of A building-San Diego, CA
                                                    --------------------------------------------------------------------------------
                                CONTRACT NUMBER     C 9812 29081
                                                    --------------------------------------------------------------------------------
                      WORK AUTHORIZATION NUMBER           1
                                                    --------------------------------------------------------------------------------

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
     DESCRIPTION OF SERVICES PROVIDED      10-Oct-98   11-Oct-98   12-Oct-98   13-Oct-98   14-Oct-98   15-Oct-98   16-Oct-98   TOTAL
                                           -----------------------------------------------------------------------------------------
                                              SAT         SUN         MON         TUE         WED         THU         FRI
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 0
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 0
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   4                                             4
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 0
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       3         3
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 0
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 0
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 0
------------------------------------------------------------------------------------------------------------------------------------
                                                                       8           4           8           8           5         33
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 0
------------------------------------------------------------------------------------------------------------------------------------
                                    Totals     0           0           8           8           8           8           8         40
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

I CERTIFY THE FOREGOING TO BE CORRECT ACCOUNT OF THE TIME WORKED

     CONSULTANT                                             DATE
               ------------------------------------------       ----------------
     COMPANY REPRESENTATIVE:                                DATE
                            -----------------------------       ----------------

*THIS TIMECARD WITH CLIENT SIGNATURE MUST ACCOMPANY ALL INVOICES FOR SERVICES*


                                      E-2

<PAGE>

                    SEMPRA ENERGY INFORMATION SOLUTIONS, LLC

                                   SCHEDULE F

                                TRAVEL GUIDELINES

All travel-related reservations (hotel, air, car rental, etc.) shall be made
through Sempra Energy American Express Travel Services office, if possible. All
bills shall include an itemized listing supported by copies of the original
bills, invoices, expense accounts and miscellaneous supporting data. If charged
to SEIS, all travel either to San Diego or from San Diego to other locations
shall be approved in advance by SEIS' Representative. Time for travel will not
be reimbursed except for travel during normal business hours.

A.   AUTO MILEAGE
     Auto mileage will be reimbursed at $.325 per mile, or the current rate as
     specified by the Internal Revenue Service.

B.   Air Travel
     Air fares will be reimbursed based on the most direct route at coach class
     travel rates. Upgrading (coach to a higher class) of airline tickets will
     only be reimbursed when approved by the SEIS Project Manager, and only when
     the business schedule requires immediate travel and only higher class
     accommodations are available. Downgrading (exchange) of airline ticket
     where Contractor receives financial or personal gain is not permitted. If a
     trip is postponed, reservations should be canceled immediately. Contractor
     shall provide copies of passenger receipts to SEIS to receive
     reimbursement.

     Travel arrangements should be made as early as possible (preferably three
     (3) weeks) to take advantage of advance reservation rates.

C.   COMBINING BUSINESS TRAVEL WITH PERSONAL TRAVEL
     Contractor may combine personal travel with SEIS' business only if the
     personal travel does not increase the cost to SEIS. Arrangement for
     personal travel should be handled by Contractor. SEIS will not manage
     personal travel.

D.   AIR TRAVEL INSURANCE
     SEIS does not pay for air travel insurance.

E.   ACCOMMODATIONS
     SEIS will reimburse hotel room fees at the preferred corporate rate. SEIS
     may reimburse hotel room fees at the standard rate based on single room
     occupancy in cases where a corporate rate is not available.


                                      D-1
<PAGE>

F.   LAUNDRY
     Laundry and dry cleaning charges will only be paid if Contractor is on
     travel for SEIS for a period in excess of six (6) consecutive days.


                                      D-2
<PAGE>

G.   ENTERTAINMENT
     SEIS will not pay for the rental of premium channel movies, use of health
     club facilities or other forms of entertainment.

H.   AUTO RENTAL
     If required, SEIS will pay for reasonable car rental charges. Contractor is
     expected to request the rental of an economy car.

I.   MEALS
     Meals will be reimbursed on the actual cost up to a maximum of $50.00 per
     day of travel. Receipts are required for all meals. In order to be
     reimbursed, meal receipts (itemized if possible) in the form of receipts,
     credit card receipts, or cash register tape must be submitted. SEIS will
     not pay for alcoholic beverages. In lieu of itemizing meal expenses and
     submitting receipts, Contractor may claim the standard $31.00 per diem for
     the duration of the travel.

J.   TELEPHONE USAGE
     Contractor shall submit documentation regarding all telephone calls charged
     to SEIS. Documentation must include the name of the party being called and
     the purpose of the call. SEIS shall allow one business call upon arrival
     and one call prior to departure. SEIS will not pay for additional business
     calls unless directly related to the Contract. Personal telephone call are
     not reimbursable unless Contractor is on travel for SEIS for more than
     three consecutive days. In this case, the cost of a call shall not exceed
     $5.00 and one call is permitted every other day.

K.   GROUND TRANSPORTATION
     Public transportation should be used whenever possible; however, if
     necessary, rental car expenses, including gas actually purchased, will be
     reimbursed for authorized travel only. Cab fare (on a shared basis whenever
     possible) is reimbursable. Receipts shall be required to document all
     ground transportation charges.

     Contractor shall rent the lowest automobile classification appropriate for
     the size or purpose of the group using the vehicle.

               1-2 Travelers         Compact
                 3 Travelers         Medium/Intermediate
               4-5 Travelers         Full Size/Standard Equipment
                6+ Travelers         Van

     Contractor must fuel rental automobiles prior to turn-in as rental
     companies normally add a large service charge to fuel costs.

L.   PARKING
     SEIS does not reimburse its employees for parking expenses at any of its
     facilities; therefore, Contractor will not be reimbursed for such.

M.   TOLLS AND FEES


                                      D-3
<PAGE>

     Transportation-related toll and fees incurred while on SEIS business are
     reimbursable at actual cost.

N.   BAGGAGE HANDLING
     Baggage handling service fees are reimbursable at standard reasonable
     rates.

0.   OTHER BUSINESS EXPENSES
     Supplies, equipment rental, reprographics and facsimile expenses may be
     reimbursed when traveling on SEIS business. Such expenses shall be billed
     at cost.

P.   NON-ALLOWABLE EXPENSES
     SEIS will not provide any reimbursement for travel expenses for family
     members, personal items, charitable contributions, or for any other type
     of expense not listed above.


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