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                                                                   EXHIBIT 10.20


                              AGREEMENT NO. 47174-3

1.0      AGREEMENT

         1.1      PARTIES

THIS AGREEMENT is made and entered into by and between the DEPARTMENT OF WATER
AND POWER OF THE CITY OF LOS ANGELES (Department), acting by and through the
Board of Water and Power Commissioners (Board), and Lynch, Young & Company
"Contractor," of 2045 Orangewood Avenue, Orange, California 92868-1944,
California Corporation.

2.0      STATEMENT OF WORK

         2.1      WORK TO BE PERFORMED

The Contractor hereby agrees to provide the following services to the Department
at the time and places set forth herein, pursuant to the terms and conditions of
this Agreement.

         SCOPE OF WORK DEFINED IN APPENDIX A OF THIS AGREEMENT.

                  2.1.1 WORK INCLUDED IN AGREEMENT

Services furnished under this Agreement include, but are not limited to,
preparing reports, preparing drawings and specifications, providing technical
assistance, and reviewing technical submittals.

3.0      TASK MANAGEMENT SYSTEM

Work requested by the Department through the Contract Administrator, or the
designated representative, under this Agreement, will be performed in accordance
with a task management system. Accordingly, prior to any Department request to
Contractor for services under this Agreement, the Department will prepare a
written task assignment.

A separate task assignment proposal will be prepared for each task assignment
and will contain at least the following information:

         (a)      Task number;

         (b)      Task name or title;

         (c)      Purpose and objective of the task assignment;

         (d)      Scope of the work to be performed;

         (e)      Results of work expected;

         (f)      Premises (assumptions, benefits envisioned, conditions or
                  restrictions);

         (g)      Key task assignment management personnel;

         (h)      Schedule, including expected progress report and transmission
                  of interim results;

         (i)      Maximum dollar amount to be paid to Contractor to perform the
                  task assignment, and performance completion/payment schedules

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3.1  INFORMATION EXCHANGE



It is the intent of the Department that the task assignment will be based upon
input from the Contractor and upon Department-defined criteria and needs. To
that end, information exchanges between the Contractor and the Contract
Administrator, or the designated representative, are authorized and are
encouraged so as to aid in the initial preparation of the proposed task
assignment.



3.2  TASK ASSIGNMENT REVIEW



Upon receipt of a proposed task assignment from the Department, the Contractor
will evaluate said proposed task assignment for completeness,
understandability, and ability to perform. Any request by Contractor to change
or modify the proposed task assignment shall be transmitted in writing to the
Contract Administrator, or the designated representative. The Contract
Administrator, or the designated representative, and the Contractor will agree
upon the final task assignment and it will be forwarded to the Contractor. The
task assignment will include the amount and method of compensation and maximum
expenditure for the task assigned therein.



3.3  AUTHORIZATION TO BEGIN WORK



Receipt of a written task assignment from the Contract Administrator, or the
designated representative, will authorize the Contractor to begin performance
of the particular task assignment as stated therein and for no more than the
compensation stated therein. Once authorized by the Contract Administrator, or
the designated representative, no modification or alteration in said task
assignment, or the compensation set forth therein, is permitted without the
prior written consent of the Contract Administrator, or the designated
representative.



3.4  UNAUTHORIZED WORK



Contractor work, which is not provided for in the approved task assignment, or
work which would require additional charges, shall not be performed without
prior modification of the existing task assignment in writing by the Contract
Administrator, or the designated representative.



3.5  APPOINTMENTS



The Contract Administrator, or the designated representative, may appoint an
authorized subordinate administrator for each different task assignment made to
the Contractor; however, the Contract Administrator, or the designated
representative, shall approve any changes or modifications to the task
assignment.



3.6  TASK MANAGEMENT COMPENSATION



Task assignments will be performed on a time-and-materials basis, including a
maximum amount established for the task assignment. The Department will pay the
Contractor for the services of Contractor's personnel at the rates established
in the attached fee schedule, Appendix B.



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         3.7      PERIODIC REPORTS

The Contractor shall periodically, at the request of the Contract Administrator,
or the designated representative, submit a brief summary of all tasks being
performed for the Department under this Agreement, together with a summary of
work accomplished on each task; describe the work to be done on each task during
the succeeding months; and furnish an estimated completion date for such work.

         3.8      INDEPENDENT CONTRACTOR STATUS

The Contractor shall perform said services in its own way as an independent
Contractor and not as an employee of the Department. It shall be under the
control of the Department only as to the results to be accomplished, and not as
to the means or manner by which such results are to be accomplished. However, in
the event that there may arise a disagreement between the Contractor and the
Department with respect to the general direction or the administrative
procedures involved in the accomplishment of the objectives of this Agreement,
the Contract Administrator, or the designated representative, shall make the
final decision by which both parties will abide.

4.0      GENERAL CONDITIONS

         4.1      INTEGRATED AGREEMENT

This Agreement sets forth all of the rights and duties of the parties with
respect to the subject matter hereof, and replaces any and all previous
agreements or understandings, whether written or oral, relating thereto. This
Agreement may be amended only as provided for in paragraph 4.1.1 hereof.

                  4.1.1    AMENDMENT

All amendments hereto shall be in writing and signed by the person(s) authorized
to bind the parties thereto.

                  4.1.2    PROHIBITION AGAINST ASSIGNMENT OR DELEGATION

The Contractor may not, unless it has first obtained the written permission of
the Department:

                  (a)      assign or otherwise alienate any of its rights
                           hereunder, including the right to payment, or

                  (b)      delegate, subcontract, or otherwise transfer any of
                           its duties hereunder.

                  4.1.3    NON-WAIVER OF AGREEMENT

The Department's failure to enforce any provision of this Agreement or the
waiver thereof in a particular instance shall not be construed as a general
waiver of any part of such provision. The provision shall remain in full force
and effect.

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                  4.1.4    TIME OF EFFECTIVENESS

Unless otherwise provided, this Agreement shall take effect when all of the
following events have occurred:

                  (a)      this Agreement has been signed on behalf of the
                           Contractor by the person(s) authorized to bind the
                           Contractor hereto;

                  (b)      this Agreement has been approved by the City's
                           Council or by the Board, officer, or employee
                           authorized to give such approval;

                  (c)      the Office of the City Attorney has indicated in
                           writing its approval of this Agreement as to form and
                           legality; and

                  (d)      this Agreement has been signed on behalf of the
                           Department by the person designated by the Board,
                           officer or employee authorized to enter into this
                           Agreement.

                  4.1.5    INDEPENDENT CONTRACTOR

The Contractor is acting hereunder as an independent Contractor and not as an
agent or employee of the Department. The Contractor shall not represent or
otherwise hold out itself or any of its Contract Administrators, officers,
partners, employees, or agents to be an agent or employee of the Department.

                  4.1.6    APPLICABLE LAW, INTERPRETATION, ENFORCEMENT AND
                           SEVERABILITY

Each party's performance hereunder shall comply with all applicable laws of the
United States of America, the State of California, and the City of Los Angeles.
This Agreement shall be enforced and interpreted under the laws of the State of
California and the City of Los Angeles with venue for any litigation in Los
Angeles, California.

If any part, term or provision of this Agreement shall be held void, illegal,
unenforceable, or in conflict with any law of a Federal, State or Local
Government having jurisdiction over this Agreement, the validity of the
remaining portions or provisions shall not be affected thereby.

                  4.1.7    DATA PROVIDED BY THE DEPARTMENT

The Contract Administrator shall provide and/or assist the Contractor in
providing such data as may be needed by the Contractor to establish design
criteria, space and equipment needs, number of personnel, and such other
information that is needed by the Contractor to perform the work.

         4.2      PERSONNEL

                  4.2.1    STAFF SIZE

The size of the staff employed by the Contractor in the performance of the
services shall be kept consistent with the service and schedules established in
the fee schedule.

                  4.2.2    IDENTIFICATION OF KEY PERSONNEL

The Contractor shall furnish the Department the names, titles, and
qualifications of its key project personnel.

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                  4.2.3    APPROVAL OF KEY PERSONNEL

The Contract Administrator will have the right to interview and approve
personnel. Resumes of individual personnel will be reviewed and approved by the
Department's Contract Administrator before the individual can be assigned work.

                  4.2.4    CHANGES IN KEY PERSONNEL

The Contractor shall minimize changes to its key project personnel. The
Department shall have the right to request key project personnel changes and to
review and approve key project personnel changes proposed by the Contractor. The
Department's approval of key project personnel assignments and changes shall not
be unreasonably withheld.

         4.3      SUBCONTRACTORS

                  4.3.1    SUBCONTRACTS/JOINT PARTICIPATION AGREEMENTS

With prior approval of the Department, the Contractor may enter into
subcontracts and joint participation agreements with others for the performance
of portions of this Agreement. The Contractor shall at all times be responsible
for the acts and errors or omissions of its subcontractors or joint participants
and persons directly or indirectly employed by them. Nothing in this Agreement
shall constitute any contractual relationship between any others and the
Department or any obligation on the part of the Department to pay, or to be
responsible for the payment of, any sums to any subcontractors.

                  4.3.2    COPIES OF SUBCONTRACTOR AGREEMENTS

Upon written request from the Contract Administrator, the Contractor shall
supply the Department with all subcontractor agreements.

                  4.3.3    PROVISIONS BINDING ON SUBCONTRACTORS

The provisions of this Agreement shall apply to all subcontractors in the same
manner as to the Contractor. In particular, the Department will not pay, even
indirectly, the fees and expenses of a subcontractor which do not conform to the
limitations and documentation requirements of this Agreement.

         4.4      CONTRACTOR'S QUALITY ASSURANCE PROGRAM

The Contractor shall perform the work in accordance with the Contractor's
Quality Assurance Program, which shall be subject to review, approval, and audit
by the Department. The Contractor's work shall reflect competent professional
knowledge, judgement, and accepted industry practice. The Contractor shall
promptly correct, or remedy any work, errors, or omissions, at its sole expense,
which do not conform to the provisions of this Agreement.

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         4.5      REPRESENTATIVES AND NOTICES

Any notice, demand, or request directed to the Department shall be delivered to:

                  DEPARTMENT OF WATER AND POWER
                  CITY OF LOS ANGELES
                  Armando Bolivar
                  Contract Administrator
                  8501 Arleta Avenue, Room 2B9
                  Sun Valley, CA 91352

Any notice, demand, or request directed to the Contractor shall be delivered to:

                  David Baker
                  Managing Partner
                  2045 Orangewood Avenue
                  Orange, CA 92868-1944

Such correspondence shall be in writing, except as specified elsewhere in this
Agreement. Service will be deemed complete upon receipt.

                  4.5.1    CHANGE OF ADDRESS OR REPRESENTATIVES

Either party, by written notice, may designate different or additional person(s)
or different addresses.

                  4.5.2    EXCUSABLE DELAYS

In the event that performance on the part of any party hereto shall be delayed
or suspended as a result of circumstances beyond the reasonable control and
without the fault and negligence of said party, none of the parties shall incur
any liability to the other parties as a result of such delay or suspension.
Circumstances deemed to be beyond the control of the parties hereunder shall
include, but not limited to, acts of God or of the public enemy; insurrection;
acts of the Federal Government or any unit of State or Local Government in
either sovereign or contractual capacity; fires; floods; epidemics; quarantine
restrictions; strikes; freight embargoes or delays in transportation; to the
extent that they are not caused by the party's willful or negligent acts or
omissions, and to the extent that they are beyond the party's reasonable
control.

                  4.5.3    BREACH

Except for excusable delays, if any party fails to perform, in whole or in part,
any promise, covenant, or agreement set forth herein, or should any
representation made by it be untrue, any aggrieved party may avail itself of all
rights and remedies, at law or equity, in the courts of law. Said rights and
remedies are cumulative of those provided for herein except that in no event
shall any party recover more than once, suffer a penalty or forfeiture, or be
unjustly compensated.

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                  4.5.4    PERMITS

The Contractor and its officers, agents and employees shall obtain and maintain
all permits and licenses necessary for the Contractor's performance hereunder
and shall pay any fees required therefor.

         4.6      SUSPENSION AND TERMINATION

                  4.6.1    SUSPENSION OF WORK

The Contract Administrator may orally direct the Contractor to suspend, and to
subsequently resume performance of all or any part of the work. Such direction
shall be confirmed in writing. An equitable adjustment in the work completion
schedule and price (if fixed price) shall be negotiated and confirmed by a
Change Order or a revision to a task assignment if such suspension impacts the
cost of the work and/or work completion schedule. The Department shall complete
the payments due for the suspended work up to the effective date of suspension
notice and shall resume payments effective as of the work resumption date.

                  4.6.2    TERMINATION OF AGREEMENT

                           4.6.2.1  CANCELLATION WITHOUT CAUSE

This Agreement may be canceled by the Department, without cause, on 30 calendar
days' written notice or at any time by mutual agreement of the parties. Said
notice, on the Department's behalf, will be given by Frederick Puglia, Director
of Customer Service, or Armando Bolivar, Contract Administrator. Upon receipt of
such notice, the Contractor shall immediately stop all work under this
Agreement. The Contractor shall be entitled to payment for all services
performed to date of cancellation and shall be compensated at the established
rates for all work required to organize and deliver all material developed in
the course of the work to date of termination. The Contractor shall then deliver
to the Department, in an organized and usable form, all work done prior to the
date of cancellation.

                           4.6.2.2  CANCELLATION FOR CAUSE

In the event of default by the Contractor, the Department, upon 15 calendar
days' written notice to the Contractor, may terminate the Contract as provided
herein. It shall be considered a default by the Contractor whenever it shall:
(1) declare bankruptcy, become insolvent, or assign its assets for the benefit
of its creditors; (2) fail to provide materials or workmanship meeting the
requirements of the Specifications; (3) disregard or violate important
provisions of the Contract Documents or fail to prosecute the work according to
the approved progress schedule; or, (4) fail to provide a qualified
superintendent, competent workmen, or subcontractors, or materials or equipment
meeting the requirements of the Contract Documents.

In the event the Contract is terminated in accordance with this subsection, the
Department may take possession of the work and of all materials, tools,
equipment, and property of the Contractor, which have been provided in
connection with the work, and may complete the work by whatever method or means
the Department may select. The cost of completing the work shall be deducted
from the balance which would have been due the Contractor had the Contract not
been terminated and the work completed in accordance with the Contract
Documents. If such cost exceeds the balance which would have been due, the
Contractor shall pay the excess amount to the Department. If such cost is less
then the balance which would have been due, the Contractor shall

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not have claim to the difference except to such extent as may be necessary, in
the opinion of the Contract Administrator, to reimburse the Contractor or the
Contractor's sureties for any expense properly incurred for materials, tools,
equipment, property, and labor devoted to the prosecution of the work, of which
the Department shall have received the benefit. In computing such expenses, as
it relates to equipment and property, the salvage value at completion of the
work shall be deducted from the depreciated value at the time the contract was
terminated, and the difference shall be considered as an expense.

                           4.6.2.3  TERMINATION DUE TO EXPENDITURE LIMIT

This Agreement will automatically terminate if expenditures reach the limit of
$350,000.

                           4.6.2.4  EXPIRATION OF AGREEMENT

Unless sooner terminated in accordance with the terms of this Agreement, the
term of this Agreement shall be 24 months.

                           4.6.2.5  EXTENSION OF AGREEMENT

Within 60 days of contract expiration, the Department may extend this Agreement
for an additional 12-month period upon notification to Contractor of the
Department's intent to extend.

                           4.6.2.6  TERMINATION OF THE SERVICES OF ANY PERSON

If the Department no longer requires the services of a particular person(s)
supplied by the Contractor, the Department may terminate the services upon
written notice to the Contractor.

         4.7      PATENTS, COPYRIGHTS, AND TRADEMARKS

The Contractor shall full indemnify the Department against any and all liability
whatsoever by reason of any alleged infringement of any patent, copyright, or
trademark on any hardware, software, firmware, equipment or instrumentation used
by the Contractor in the construction of the work, or by reason of any intended
use under these specifications by the Department of any hardware, software,
firmware, equipment or instrumentation furnished under this contract; provided,
however, that the Contractor shall have no liability to the Department under any
provision of this Article with respect to any claim of patent, copyright, or
trademark infringement which is based upon the combination or utilization of the
Contractor's hardware, software, firmware, equipment or instrumentation with
hardware, software, firmware, equipment or instrumentation not made by the
Contractor; or the modification by the Department of hardware, software,
firmware, equipment or instrumentation furnished hereunder.

The Contractor shall have the sole control of the defense and all negotiations
for settlement or compromise of any action or claim of any alleged infringement
of any patent, copyright, or trademark on hardware, software, firmware,
equipment or instrumentation used by the Contractor in the designing,
fabrication, and delivery of the deliverables as specified herein to the extent
that such control is not consistent with the provisions of Article IV, Section
42 of the Los Angeles City Charter, but in any event the Contractor shall have
the right to participate fully in such defense. The Department and the
Contractor shall mutually agree to any settlement or compromise of such action.

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         4.8      EXPRESS WARRANTY PROVISION

Contractor warrants that the software furnished hereunder shall be free from
significant programming errors and form defects in workmanship and materials and
shall operate in conformity with the performance capabilities, specifications,
functions and other descriptions and standards applicable thereto as set forth
in the Appendix; and that the software shall conform to the standards generally
observed in the industry for similar software (including source code) so long as
Contractor can discharge any warranty obligations notwithstanding such
modifications or following their removal by the Department.

5.0      COMPENSATION

         5.1      SPECIFIC RATES OF COMPENSATION OR TIME-AND-MATERIAL BASIS

                  5.1.1    FEES

The Department will pay for services at the rates established in the fee
schedule (see Appendix B). These rates shall remain in effect for the duration
of this Agreement.

                  5.2.1    COMPENSATION FOR EXPENSES

                           5.2.1.1  TRAVEL EXPENSES WITHIN LOS ANGELES AREA

The Department will reimburse the Contractor mileage at the rate of $0.325/mile
for necessary car travel which exceeds an aggregate of 100 miles per day.

                           5.2.1.2  OTHER REIMBURSABLE EXPENSES

Reimbursable expenses include the actual cost of 1) necessary, approved travel
to Los Angeles (including coach airfare and, as practical, compact rental car
rates only); 2) lodging expenses of the Contractor's personnel up to a maximum
rate of $150 per day; 3) mileage for nonrental car travel at the rate of
$0.325/mile. Subcontractor expenses are subject to the same limitations and will
be reimbursed at original cost.

The Department will not reimburse for normal office expenses or overhead.

                           5.2.1.3  EXPENSE APPROVAL

Any expenses exceeding $5,000 shall be first approved as part of the task
assignment approval process.

                  5.2.2           EXPENDITURE LIMITS

The total amount of this Agreement shall not exceed $ 350,000 without further
appropriation to this Agreement by the Board of Water and Power Commissioners of
the City of Los Angeles.

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                  5.2.3    EXPENDITURE REPORTS

                           5.2.3.1  TASK ASSIGNMENT EXCEEDING $20,000

The Contractor shall notify the Contract Administrator, in writing, upon
spending 50 and 75 percent of monies allowed under any particular task
assignment exceeding $20,000.

                           5.2.3.2  TASK ASSIGNMENT EXCEEDING $100,000

The Contractor shall notify the Contract Administrator, in writing, upon
spending 40 and 75 percent of monies allowed under any particular task
assignment exceeding $100,000.

6.0      BUSINESS POLICIES

         6.1      DEPARTMENT OF WATER AND POWER'S RECYCLING POLICY

The Department of Water and Power supports the use of recycled-content products
of all types. Recycled-content products help conserve natural resources,
including water and energy, and reduce demands upon landfills.

The Contractor shall submit all written documents on paper with a minimum of 30
percent post-consumer recycled content. Existing company/corporate
letterhead/stationery that accompanies these documents is exempt from this
requirement. Documents of two or more pages in length shall be duplex-copied
(double-sided pages). Neon or fluorescent paper shall not be used in any written
documents submitted to the Department.

         6.2      AFFIRMATIVE ACTION

During the performance of any contract, the Contractor shall not discriminate in
its employment practices against any employee or applicant for employment
because of race, religion, national origin, ancestry, sex, age or physical
handicap. All subcontracts awarded under any such contract shall contain a like
nondiscrimination provision. The applicable provisions of Executive Order No.
11246 of September 24, 1965; Part 60-741 of 41 CFR pertaining to handicapped
workers, including 60-741.4 Affirmative Action Clause; and Sections 10.8 to
10.13 of the Los Angeles Administrative Code pertaining to nondiscrimination in
employment in the performance of City contracts are incorporated herein by
reference and made a part hereof as if they were fully set forth herein.

         6.3      MINORITY AND WOMEN BUSINESS ENTERPRISE (MBE/WBE) OUTREACH
                  PROGRAM

It is the policy of the Department to provide Minority Business Enterprises
(MBEs), Women Business Enterprises (WBEs) and all other business enterprises an
equal opportunity to participate in the performance of all Department contracts.
The Consultant shall assist the Department in implementing this policy and shall
use its best effort to attain MBE and WBE participation of 15 percent and 7
percent, respectively, and to ensure that all available business enterprises,
including MBEs and WBEs, have an equal opportunity to compete for and
participate in the work of this Agreement.

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                  6.3.1    MBE/WBE DEFINED

"Minority Business Enterprise" (MBE) or "Women's Business Enterprise" (WBE), as
used herein means a business enterprise that meets both of the following
criteria:

                  (a)      A business that is at least 51 percent owned by one
                           or more minority person(s) or women or, in the case
                           of any business whose stock is publicly held, at
                           least 51 percent of the stock is owned by one or more
                           minority person(s) or women.

                  (b)      A business whose management and daily business
                           operations are controlled by one or more minority
                           person(s) or women.

                  6.3.2    EFFORTS TO OBTAIN PARTICIPATION

Efforts to obtain participation of MBEs, WBEs, and other business enterprises
could reasonably be expected to produce a level of participation by interested
subcontractors, including 15 percent MBEs and 7 percent WBEs. Good faith efforts
to reach out to MBEs, WBEs, and all other business enterprises shall be
determined by the following factors:

                  (a)      Meetings with MBEs, WBEs, associations representing
                           MBEs, WBEs and other groups.

                  (b)      Identification of selected portions of the work to be
                           performed by subcontractors in order to provide
                           participation by MBEs, WBEs, and other business
                           enterprises. The Contractor shall, when economically
                           feasible, divide total contract requirements into
                           small portions or quantities to permit maximum
                           participation of MBEs, WBEs, and other business
                           enterprises.

                  (c)      Requests for proposals from interested business
                           enterprises or proposals in newspapers, trade
                           association publications, minority or trade-oriented
                           publications, trade journals, or other appropriate
                           media.

                  (d)      Providing written notice to those business
                           enterprises, including MBEs and WBEs, having an
                           interest in participating in this Agreement. The
                           Contractor shall document that invitations were sent
                           to available MBEs, WBEs, and other business
                           enterprises for each portion of the work.

                  (e)      Documenting efforts to follow up initial
                           solicitations of interest by contacting the business
                           enterprises to determine whether the enterprises are
                           interested in participating in the work.

                  (f)      Providing interested enterprises with information
                           about the plans, specifications, and requirements for
                           the selected subcontracting work.

                  (g)      Requesting assistance from organizations that provide
                           assistance in the recruitment and placement of MBEs,
                           WBEs, and other business enterprises.

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                  (h)      Negotiating in good faith with interested MBEs, WBEs,
                           and other business enterprises and not unjustifiably
                           rejecting proposals prepared by any enterprise. As
                           documentation, the bidder shall submit a list of all
                           documentation, the bidder shall submit a list of all
                           sub-bidders for each portion of potential work for
                           MBEs, WBEs, and other business enterprises.

                  (i)      Documenting efforts to advise and assist interested
                           MBEs, WBEs and other business enterprises in
                           obtaining bonds, lines of credit, or required
                           insurance.

                  6.3.3    PROGRAM DOCUMENTATION

The Contractor shall submit monthly reports to the Contract Administrator
demonstrating compliance with the Department's Outreach Program, and make
related records available to the Department upon request. The reports shall be
submitted on Department forms which can be obtained from the Contract
Administrator, and show the following:

                           (a)      the name of each participating
                                    subcontractor;

                           (b)      description of work each subcontractor has
                                    contracted to perform;

                           (c)      the percentage of completion for the work
                                    under each subcontract;

                           (d)      the compensation contracted to be paid to
                                    each subcontractor (attach copy of
                                    subcontractor's invoice);

                           (e)      the cumulative compensation earned by each
                                    subcontractor; and

                           (f)      the cumulative compensation paid to each
                                    subcontractor.

         6.4      SERVICE CONTRACT WORKER RETENTION AND LIVING WAGE POLICY

                  6.4.1    GENERAL PROVISIONS

This contract is subject to the Service Contractor Worker Retention Ordinance
(SCWRO), Section 10.36 et. seq., and the Living Wage Ordinance (LWO), Section
10.37 et. seq., of the Los Angeles Administrative Code. The Ordinances require
that, unless specific exemptions apply, employers who are awarded service
contracts that involve expenditures in excess of $25,000, and have a duration of
at least three months; and any persons who receive City financial assistance of
one million dollars or more in any 12-month period, shall comply with the
following provisions of the ordinances:

                           (a)      Retention for a 90-day transition period,
                                    the employees who were employed for the
                                    preceding 12 months or more by the
                                    terminated Contractor or subcontractor, if
                                    any, as provided for in the SCWRO;

                           (b)      Payment of a minimum initial wage rate to
                                    employees as defined in the LWO, of $7.99
                                    per hour, with health benefits of at least
                                    $1.25 per hour, or otherwise $9.24 per hour
                                    without benefits.

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                  6.4.2    TERMINATION PROVISIONS

Under the provisions of Section 10.36.3(c) and Section 10.37.5 (c) of the Los
Angeles Administrative Code, the Department of Water and Power, shall have the
authority, under appropriate circumstances, to terminate this contract and
otherwise pursue legal remedies that may be available, if the Department of
Water and Power determines that the subject Contractor or financial assistance
recipient violated the provisions of the referenced Code Section.

                  6.4.3    INVOICE PROVISIONS

All invoices related to SCWRO and LWO Contracts shall contain the following
statement:

         "The Contractor fully complies with Section 10.36 et. seq. And Section
         10.37 et. seq., SCWRO and LWO, respectively, of the Los Angeles
         Administrative Code."

         6.5      CHILD SUPPORT POLICY

The Contractor and any Subcontractor(s) must fully comply with all applicable
State and Federal employment reporting requirements for the Contractor's and any
Subcontractor(s)' employees. The Contractor and any Subcontractor(s) must fully
comply with all lawfully served Wage and Earnings Assignment Orders and Notices
of Assignment in accordance with the California Family Code. The Contractor and
any Subcontractor(s) must certify that the principal owner(s) thereof (any
person who owns an interest of 10 percent or more) are in compliance with any
Wage and Earnings Assignment Orders or Notices of Assignment applicable to them
personally. The Contractor and any Subcontractor(s) must certify that such
compliance will be maintained throughout the term of the Contract.

Failure of the Contractor and/or any Subcontractor(s) to fully comply with all
applicable reporting requirements or to implement lawfully served Wage and
Earnings Assignments or Notices of Assignment or failure of the principal
owner(s) to comply with any Wage and Earnings Assignments or Notices of
Assignment applicable to them personally shall constitute a default under the
Contract. Failure of the Contractor and/or any Subcontractor(s) or principal
owner(s) thereof to cure the default within 90 days of notice of such default by
the City shall subject the Contract to termination.

7.0      INSURANCE REQUIREMENTS

         7.1      GENERAL INSURANCE COVERAGE

Prior to the start of work, but not later than 30 days after the date of award
of contract, the Contractor shall furnish the Department evidence of coverage
from insurers acceptable to the Department and in a form acceptable to the Risk
Management Section and the Office of the City Attorney. Such insurance shall be
maintained by the Contractor at the Contractor's sole cost and expense.

Such insurance shall not limit or qualify the liabilities and obligations of the
Contractor assumed under the contract. The Department shall not by reason of its
inclusion under these policies incur liability to the insurance carrier for
payment of premium for these policies.

                                       13
<PAGE>

Any insurance carried by the Department which may be applicable shall be deemed
to be excess insurance and the Contractor's insurance is primary for all
purposes despite any conflicting provision in the Contractor's policies to the
contrary.

Said evidence of insurance shall contain a provision that the policy cannot be
canceled or reduced in coverage or amount without first giving 30 calendar days'
notice thereof (10 days for non-payment of premium) by registered mail to The
Office of the City Attorney, Water and Power Division, Post Office Box 51111,
GOB Room 340, Los Angeles, California 90051-0100.

Should any portion of the required insurance be on a "Claims Made" policy, the
Contractor shall, at the policy expiration date following completion of work,
provide evidence that the "Claims Made" policy has bee renewed or replaced with
the same limits, terms and conditions of the expiring policy, or that an
extended discovery period has been purchased on the expiring policy at least for
the contract under which the work was performed.

Failure to maintain and provide acceptable evidence of the required insurance
for the required period of coverage shall constitute a breach of contract, upon
which the Department may immediately terminate or suspend the agreement.

Contractor shall be responsible for all subcontractors' compliance with the
insurance requirements.

         7.2      SPECIFIC COVERAGE

                  7.2.1    WORKERS' COMPENSATION INSURANCE

The Contractor shall provide Workers' Compensation insurance covering all of the
Contractor's employees in accordance with the laws of any state in which the
work is to be performed and including Employer's Liability insurance and a
Waiver of Subrogation in favor the Department of Water and Power. The limit for
Employer's Liability coverage shall be not less than $100,000.00 each accident
and shall be a separate policy if not included with Workers' Compensation
coverage. Evidence of such insurance shall be in the form of a special
endorsement of insurance. Workers' Compensation/Employer's Liability exposure
may be self-insured provided that the Department is furnished with a copy of the
certificate issued by the state authorizing the Contractor to self-insure.
Contractor shall notify the Risk Management Section by receipted delivery as
soon as possible of the state withdrawing authority to self-insure.

                  7.2.2    COMMERCIAL GENERAL LIABILITY INSURANCE

The Contractor shall provide Commercial General Liability insurance with Blanket
Contractual Liability, Independent Contractors, Broad Form Property Damage,
Premise and Operations, Products and Completed Operations, and Personal Injury
coverage's included. Such insurance shall provide coverage for total limits
actually arranged by the Contractor, but not less than $1,000,000.00 combined
single limit per occurrence. Should the policy have an aggregate limit, such
aggregate limits should not be less than double the Combined Single Limit and be
specific for this contract. Umbrella or Excess Liability coverages may be used
to supplement primary coverages to meet the required limits. Evidence of such
coverage shall be on the Department's additional insured endorsement form or on
an endorsement to the policy acceptable to the Risk Management Section and
provide for the following:

                                       14
<PAGE>

                  (a)      Include the Department and its officers, agents, and
                           employees as additional insureds with the Named
                           Insured for the activities and operations under the
                           contract.

                  (b)      Severability-of-Interest or Cross-Liability Clause
                           such as: "The policy to which this endorsement is
                           attached shall apply separately to each insured
                           against whom a claim is made or suit is brought,
                           except with respect to the limits of the company's
                           liability."

                  (c)      A description of the coverages included under the
                           policy.

                  7.2.3    COMMERCIAL AUTOMOBILE LIABILITY INSURANCE

The Contractor shall provide Commercial Automobile Liability insurance which
shall include coverage's for liability arising out of the use of owned,
non-owned, and hired vehicles for performance of the work as required to be
licensed under the California or any other applicable state vehicle code. The
Commercial Automobile Liability insurance shall have not less than $300,000.00
combined single limit per occurrence and shall apply to all operations of the
Contractor.

The Commercial Automobile Liability policy shall name the City of Los Angeles,
the Board of Water and Power Commissioners of the City of Los Angeles, the
Department of Water and Power of the City of Los Angeles, and their officers,
agents, and employees while acting within the scope of their employment, as
additional insureds with the Contractor, and shall insure against liability for
death, bodily injury, or property damage resulting from the performance of this
Agreement.

         7.3      EXCESS LIABILITY

The Contractor may use an Umbrella or Excess Liability Coverage to meet coverage
limits specified in the contract. Evidence of Excess Liability shall be in the
form of the Department's Excess Liability-Additional Insured Endorsement form or
equivalent. The Contractor shall require the carrier for Excess Liability to
properly schedule and to identify the underlying policies as provided for on the
Additional Insured Endorsement form, including, as appropriate, Commercial
General Liability, Commercial Automobile Liability, Employer's Liability, or
other applicable insurance coverages.

         7.4      PROFESSIONAL LIABILITY INSURANCE

The Contractor shall provide Professional Liability insurance covering liability
arising from errors and omissions made during the executing of this contract for
the total limits actually arranged by the Contractor, but not less than
$1,000,000.00, per occurrence. The coverage shall include Contractual Liability,
and should the policy be of a claims-made form, such policy shall be maintained
for not less than three (3) years after the date of final acceptance of
completion of all work performed under this agreement.

                                       15
<PAGE>

         7.5      INDEMNIFICATION CLAUSE

The Contractor undertakes and agrees to indemnify and hold harmless the City of
Los Angeles, the Department of Water and Power, the Board of Water and Power
Commissioners of the City of Los Angeles, and all of their officers and
employees, and, at the option of the Department, defend the Department, and any
and all of their Boards, officers, agents, representatives, employees, assigns
and successors in interest from and against any and all suits and causes of
action, claims, charges, damages, demands, judgments, civil fines and penalties,
or losses of any kind or nature whatsoever, for death, bodily injury or personal
injury to any person, including Contractor's employees and agents, or damage or
destruction to any property of either party hereto, or third persons in any
manner arising by reason of the negligent acts, errors, omissions or willful
misconduct incident to the performance of this contract on the part of the
Contractor, or the Contractor's officers, agents, employees, or subcontractors
of any tier, except for the active negligence or willful misconduct of the
Department, its Board, officers, agents, representatives or employees.

8.0      INVOICES

The Contractor shall, at the end of each calendar month in which services are
performed or expenses are incurred and prior to the tenth day of the following
month, submit to Armando Bolivar, Contract Administrator, Department of Water
and Power, City of Los Angeles, 8501 Arleta Avenue, Room 2B9, Sun Valley,
California 91352, in triplicate, verified and itemized invoices stating such
services were performed and such expenses were necessarily incurred. Such
invoices shall conform to the rates established in the fee schedule (and shall
be organized and clearly identified by task number and name). In support of
payment for such invoices, the Contractor shall furnish a progress report,
payroll records, receipts and other evidence of reimbursement expenses and any
other information necessary to verify that Contractor's billing is in accordance
with this Agreement. Such invoices, if correct, will be certified, and paid
within 30 days after receipt of service and invoice. If such invoices are
incorrect, Contractor will be notified within 7 working days of receipt of any
discrepancy. Invoice payments will not be made if the invoice is received more
than six months after the billing period.

Each invoice shall show the contract/purchase order number, the vendor code
number, the City of Los Angeles Business Tax Registration Certificate Number,
and the identification of material, equipment and/or services covered by the
invoices. In all cases the amount of applicable sales tax or use tax shall be
separately stated on the invoice.

         8.1      CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE
                  REQUIRED

The Contractor shall obtain and keep in full force and effect during the term of
the contract all Business Tax Registration Certificates required by the City of
Los Angeles Business Tax Ordinance, Article 1, Chapter II, Section 21.00 and
following, of the Los Angeles Municipal Code.

Firm's current Business Tax Registration Certificate Number or, for those firms
that are exempt, a Vendor Registration Number must be shown on all invoices
submitted for payment. Failure to do so, may delay payment,

For additional information regarding applicability of the City Business Tax
Registration, contact the City Clerk's Office on (213) 978-1521.

                                       16
<PAGE>

         8.2      TAXPAYER IDENTIFICATION NUMBER (TIN)

Contractor declares that its authorized TIN is 95-3546387. No payment will be
made under this Agreement without a valid TIN number.

9.0      CONFLICTS

         9.1      CLAIMS FOR LABOR AND MATERIALS

The Contractor shall promptly pay, when due, all amounts payable for labor and
materials furnished in the performance of this Agreement so as to prevent any
lien or other claim under any provision of law from arising against any City
property (including reports, documents, and other tangible matter produced by
the Contractor hereunder), against the Contractor's rights to payments
hereunder, or against the City, and shall pay all amounts due under the
Unemployment Insurance Act with respect to such labor.

         9.2      ERRORS AND OMISSIONS

The Contractor will be responsible for correcting or remedying any errors or
omissions which occur in performance of the services under this Agreement and
which are the result of the Contractor's negligence or action. The cost of
correcting or remedying any error or omission shall be borne by the Contractor.
Revising Contractor-prepared documents at the request of the Department to
incorporate comments by the public or by agencies having jurisdiction in matters
of the particular task assignment is not considered to be a remedy of errors or
omissions, but is considered an integral part of document preparation which may
be called for by a task assignment.

         9.3      PRIORITY OF DOCUMENTS

In the event of any conflicting provisions between the documents referenced or
included in this Agreement, the priority shall be as follows:

         (a)      Latest Change Order

         (b)      Agreement

         (c)      Task Assignment

         (d)      Other Referenced Documents

Each party shall notify the other immediately upon the determination of any such
conflict or inconsistency.

10.0     MONITORING OF WORK

         10.1     RECORDS AND AUDITS

The Contractor shall maintain records and books of account showing all costs and
expenses incurred by the Contractor for this Agreement. The Department shall
have the right, upon reasonable notice, to audit the books, records, documents,
and other evidence and the accounting procedures and practices, where needed, to
verify the costs and expenses claimed. The Department retains this right for at
least three years after final payment and until all disputes, appeals,
litigation, or claims have been resolved. This right to audit shall also include
inspection at reasonable times of the Contractor's office or facilities which
are engaged in the performance of the Agreement. In addition, the Contractor
shall, at no cost or expense to the Department, furnish reasonable

                                       17
<PAGE>

facilities and assistance for such an audit. Upon request, Contractor shall also
provide copies of documents applicable to this Agreement. The audit findings
shall, to the extent allowed by law, be treated by the Department as
confidential.

         10.2     PROGRESS REPORTS

The Contractor shall, as required by the Contract Administrator, submit reports
summarizing all the tasks under this Agreement, the work accomplished, work left
to be done, work to be done in the coming months, and the estimated completion
dates. This report shall be organized by task and shall include the task number,
task coordinator, task title, the authorized expenditure, the start date and
completion date, and the total of dollars received to date by the Contractor.
The report shall also show the total dollars received by the Contractor under
this Agreement.

         10.3     RIGHT TO REVIEW SERVICES, FACILITIES, AND RECORDS

The Department reserves the right to review any portion of the services
performed by the Contractor under this Agreement, and the Contractor agrees to
cooperate to the fullest extent possible. Contractor shall furnish to the
Department such reports, statistical data, and other information pertaining to
the Contractor's services as shall be reasonably required by the Department to
carry out its rights and responsibilities under its agreements with its
bondholders or note holders and any other agreement relating to the development
of the project(s) and in connection with the issuance of its official statements
and other prospectuses with respect to the offering, sale, and issuance of its
bond and other obligations.

The right of the Department to review or approve drawings, specifications,
procedures, instructions, reports, test results, calculations, schedules, or
other data that are developed by the Contractor shall not relieve the Contractor
of any obligation set forth herein.

         10.4     DEPARTMENT'S QUALITY ASSURANCE PROGRAM

Work performed under this Agreement will be subject to review by the
Department's personnel.

11.0     TITLE TO WORK

         11.1     CONFIDENTIALITY OF DEPARTMENT INFORMATION

All information contained in drawings, specifications, technical reports, and
data provided by the Department to the Contractor shall be held in confidence by
the Contractor and used only to provide services to the Department. The
Contractor shall not disclose said information without the Contract
Administrator's written consent.

                                       18
<PAGE>

                  11.1.1   DEPARTMENT PROPERTY

The Contractor shall not copy any drawing, specification, technical report, or
data provided by the Department. The Contractor shall return all materials
provided by the Department. All material shall be returned no later than the
closing date of the Agreement.

         11.2     RIGHT TO DOCUMENTATION DEVELOPED BY CONTRACTOR

Documentation, including all reports, drawings, documents, field notes,
specifications and data developed by the Contractor and its subcontractors,
shall be the property of the Department, and may be used, revised, and
distributed by the Department in any manner.

                  11.2.1   INDEMNIFY FOR REUSE OR REVISION

The Department agrees to hold harmless and indemnify the Contractor against all
damages, claims, and losses, including defense costs, arising out of revision to
or reuse of the plans and specifications produced under this Agreement.

                  11.2.2   NONDISCLOSURE

The Contractor shall not disclose to others any information developed by
Contractor under this Agreement without prior written approval by the Contract
Administrator.

                  11.2.3   ATTORNEY FEES AND COSTS

The parties agree that in any action to enforce the terms of this Agreement that
each Party shall be responsible for its own attorney fees and costs.

                                       19
<PAGE>

12.0     SIGNATURE AUTHORIZING AGREEMENT (FORMAL AGREEMENTS)

Each party was represented by counsel in the negotiations and execution of this
agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be by their
authorized representatives on the day and year written below.

                                       Dated: 9/1/02

                                              LYNCH YOUNG & COMPANY
                                           -------------------------------------
                                            (Contractor's Legal Name)

                                       By: /s/ [ILLEGIBLE]
                                           -------------------------------------

                                       Title: MANAGING DIRECTOR

                                       Dated:
                                              ----------------------------------

                                            DEPARTMENT OF WATER AND POWER
                                             OF THE CITY OF LOS ANGELES
                                                         BY
                                       BOARD OF WATER AND POWER COMMISSIONERS
                                             OF THE CITY OF LOS ANGELES

                                       By: /s/ David H. Wiggs
                                           -------------------------------------
                                               David H. Wiggs, General Manager

                                       and /s/ [ILLEGIBLE]
                                           -------------------------------------
                                                        Secretary

                                             APPROVED AS TO FORM AND LEGALITY
                                            ROCKARD J. DELGADILLO, CITY ATTORNEY

                                                        AUG 14 2002

                                             BY: /s/ KJEHL T. JOHANSEN
                                                 -------------------------------
                                                     KJEHL T. JOHANSEN
                                                   Deputy City Attorney

                                       20
<PAGE>

                                                                      APPENDIX A

                                  PROJECT SCOPE

Professional Services for all of the following six (6) major systems and
sub-systems will be provided by LYC and are incorporated into all of the
subsequent three (3) phases.

         1. PBX Telephone Switch (including station sets)

            -   Combined ACD

            -   *Call Accounting

            -   *Voice / Fax mail

                -   with stand-alone eMail

                -   Integrated with eMail (LADWP option)

                -   Unified with eMail (LADWP option)

         2. IVR

            -   Combined ACD (LADWP option)

            -   Enhanced Agent PC Multi-media / Visual Queues (LADWP option)

            -   *CTI (including PC workstations and connectivity)

            -   IWR with account info and link to on-line payment service

            -   TDD

            -   Fax-on-demand (LADWP option)

         3. Predictive Dialer

         4. Workforce Management Software

         5. Call Recording and Quality Monitoring

            -   Combined with Web and eMail communications (LADWP option)

         6. Electronic Messaging Boards

                                       21
<PAGE>

PHASE I - CUSTOMER CONTACT CENTER (CCC) RELOCATION: TELECOMMUNICATION SYSTEMS
AND APPLICATIONS PLANNING

LYC will consult to LOS ANGELES DEPARTMENT OF WATER & POWER (LADWP) and project
team to assess telecommunications systems requirements providing technical
direction and budgetary information for the entire project.

         A.   ALL TELECOMMUNICATION SYSTEMS ANALYSIS, ASSESSMENT, AND
              RECOMMENDATIONS

                  1.       Meet with LADWP's Project Management and key
                           personnel to:

                           a.       assure understanding of LADWP's needs,
                                    operational preferences, and near and long
                                    term objectives;

                           b.       assure understanding of high-level
                                    requirements and priorities for the (6)
                                    major system components as tentatively
                                    outlined above;

                           c.       establish Project Teams associated with
                                    system components.

                  2.       Attend Project kick-off meeting with LADWP's
                           designated project team(s) and perform initial review
                           of current systems and applications functionality,
                           identifying deficiencies and feasibility for any
                           desired improvements.

                  3.       Review all data associated with current systems,
                           including software releases, hardware configurations,
                           and LADWP custom applications.

                  4.       Visit the new building site to identify utilization
                           requirements and review all infrastructures, cables,
                           equipment rooms and networking in partnership with
                           LADWP's Telecom personnel.

                  5.       Review optional disaster recovery alternatives and
                           work with LADWP personnel to consider their
                           feasibility.

                  6.       Evaluate/Research alternative solutions.

                  7.       Determine integration requirements.

                  8.       Present findings and recommendations to LADWP Project
                           Management and key personnel.

                  9.       Develop a written summary of findings and outline of
                           requirements for all system components in a
                           Requirements Study with recommendations as to how
                           LADWP should proceed.

         B.   PREPARATION OF PROJECT PLAN

                  1.       Prepare a comprehensive written plan document that
                           will address all required system components and
                           logistics.

                  2.       Prepare project schedule / timeline estimate for
                           design, procurement, installation, and training.

                  3.       Review plans with LADWP Project Management and key
                           personnel and incorporate changes as needed.

         ASSUMPTIONS

                  -        Interface with the LADWP Project Management and key
                           personnel and Project Team(s) as required.

                  -        LADWP will provide copies of all current system
                           configurations, technical documents and vendor data
                           at the start of project.

                  -        If, during the course of this proposed effort,
                           changes in scope, location, or duration of the
                           project are identified by LADWP, LYC reserves the
                           right to propose any necessary changes to costs
                           and/or schedules.

                                       22
<PAGE>

PHASE II - SPECIFICATIONS DEVELOPMENT / PROCUREMENT

LYC will develop appropriate documentation in conjunction with LADWP's
Purchasing personnel for all telecommunication systems, sub-systems, and
applications to facilitate a competitive bid and procurement process.

         A.       TELECOMMUNICATION SYSTEMS AND APPLICATIONS PROCUREMENT PROCESS

                  1.       Prepare and provide final technical specifications
                           document for each of the system and sub-system
                           component RFPs.

                  2.       Prepare and provide project overview and scope of
                           work documentation including vendor professional
                           service requirements (vendor development,
                           installation, training and support) for inclusion in
                           LADWP's formal RFP process for submittal to a
                           selected list of vendors.

                  3.       Participate in bidders conferences for review of
                           submittal requirements.

                  4.       Review all responding vendor proposals evaluating and
                           validating submitted information.

                  5.       Participate with the design team to evaluate
                           Contractor(s) bid responses arriving at a written
                           summary and recommendation for selected vendors and
                           products.

                  6.       Assist in negotiating best and final pricing and
                           custom vendor contracts.

                  7.       Attend final meetings with LADWP prior to letting
                           final vendor contracts.

         B.       CUSTOM APPLICATION DEVELOPMENT, MODIFICATION, AND OVERSIGHT

                  1.       Application Specifications will be finalized for ACD
                           / IVR / IWR, CTI, and miscellaneous systems
                           customization. These include call / page flows,
                           scripts, screen definitions, performance indicators,
                           etc.

         ASSUMPTIONS

                  -        This process assumes that RFPs will be submitted to a
                           list of qualified prospective bidders compiled by LYC
                           and LADWP's Purchasing Department.

                  -        Vendors are able to bid on any or all of the various
                           systems and sub-systems.

                  -        Vendors should be able to facilitate integration of
                           "best-of-breed" system or sub-system solutions from
                           third-party vendor as required. This should be
                           incorporated as part of the RFP requirements and any
                           resulting purchase contract.

                  -        If, during the course of this proposed effort,
                           changes in scope, location, or duration of the
                           project are identified by LADWP, LYC reserves the
                           right to propose any necessary changes to costs
                           and/or schedules.

                  -        Scope focuses on the relocation of existing
                           functionality currently available to LADWP customers.

                  -        Consultant participation in the LADWP's formal bid
                           process will be primarily focused on technical
                           specification preparation and support.

                  -        Enhancements to custom applications and best of breed
                           contact center practices will be phased as agreed
                           upon in starting with the cutover at the new
                           location. On-going enhancements or increased
                           functionality after cutover are out of the scope of
                           this RFP.

                  -        Disaster recovery site implementation is out of scope
                           of this RFP.

                  -        Any disaster recovery site enhancements to
                           applications and best of breed contact center
                           practices would be migrated in conjunction with the
                           main site, and would be out of scope to this RFP.

                  -        Logistical and network planning assistance is
                           included, but acquisition and implementation of
                           consultants' recommendations for logistics and
                           connectivity is out of scope of this RFP.

                                       23
<PAGE>

PHASE III - OVERALL PROJECT MANAGEMENT SUPPORT; INSTALLATION / TRAINING /
INTEGRATION / CUTOVER SUPPORT

LYC will consult to LADWP in overseeing the installation of all of the new
Telecommunication Systems and Applications acquired and the relocation of all
existing telecommunications functionality currently available to LADWP customers
as identified during Phase I and II. This is in accordance with the Proposed
Scope in Section 2.2 of the RFP. In addition, we have made assumptions based on
the RFP Clarifications of January 2, 2002. Where appropriate, the clarification
question is identified in our assumptions.

         OVERSEE INSTALLATION, INTEGRATION, TRAINING AND CUT-OVER OF ALL
         TELECOMMUNICATION SYSTEMS AND APPLICATIONS

         1.       Coordinate and manage installation kickoff meeting.

         2.       Coordination and preparation of an Installation Detailed
                  Project Plan including LADWP and IT actions as well as the
                  actual Call Center Vendor actions.

         3.       Assist LADWP in developing an installation acceptance test.

         4.       Assist LADWP in developing a plan for work escalation during
                  critical installation milestones.

         5.       Consolidate LADWP and vendor escalation plans for
                  installation/cutover.

         6.       Ongoing review of critical milestones advising DWP and LYC
                  teams on technology and installation issues related to systems
                  implementation.

         7.       Provide field observation trips to evaluate work prior to
                  start of system installation, during system delivery and
                  configuration, and individual system testing and acceptance.

         8.       Onsite project management of integrated system testing for
                  benchmark testing, systems cutovers, as well as initial
                  in-service dates.

         9.       Resolve outstanding issues facilitating acceptance of
                  completed work.

         10.      Coordinate completion and delivery of all system and
                  installation documentation for vendor system to LADWP.

ASSUMPTIONS

                  -        DWP Telecom and IT will be responsible for design,
                           acquisition, and installation of all new facilities
                           for conduit, riser cable, telco terminations and
                           station cable runs as recommended by LYC consultant,
                           (per Clarification Q 4 and Q 6)

                  -        DWP will be responsible for identifying, configuring
                           and installing all services in the designated
                           "backroom" for all new or relocated equipment (per
                           Clarification Q 7)

                  -        DWP will be responsible for design, acquisition, and
                           installation of all electrical facilities required to
                           support identified equipment prior to cutover. (per
                           Clarification Q 29)

                  -        DWP will be responsible for definition, design,
                           acquisition and installation of all Telco related
                           cabling, backboards, racks and connections and
                           associated datacom equipment for all backbone
                           infrastructure and required for all equipment
                           specified in RFP for new or relocated systems, (per
                           Clarification Q 7)

                  -        DWP will be responsible for all IT related aspects of
                           the relocations and will have all systems in place
                           prior to start of Call Center installation, (per
                           Clarification Q 29)

                                       24
<PAGE>

                  -        Assumes maximum of 10 field trips to Sun Valley and
                           LA locations.

                  -        If, during the course of this proposed effort,
                           changes in scope, location, or duration of the
                           project are identified by LADWP, including additional
                           project management or consulting advise relating to
                           site facilities or and/or network infrastructure, LYC
                           reserves the right to propose any necessary changes
                           to costs and/or schedules.

                                       25
<PAGE>

                                    SCHEDULE

Our work plan provides for a 22-month project as summarized in the chart below

<TABLE>
<CAPTION>
PHASE    TARGET BEGIN      TARGET END*       KEY MILESTONE
-----   ---------------  -----------------  ----------------
<S>     <C>              <C>                <C>
 I-A      July 3, 2002     July 30, 2002     Review Meeting
 I-B     August 1, 2002   August 30, 2002     Plan Document
II-A    August 30, 2002  February 28, 2003  Vendor Selection
II-B     March 1, 2003   December 30, 2003   System Delivery
 III    January 1, 2004    May 30, 2004          Cutover
</TABLE>

* Approximate, will vary by system and phased implementations.

                                       26
<PAGE>

                                                                      APPENDIX B

                                  FEE SCHEDULE

                               HOURLY FEE SCHEDULE

<TABLE>
<CAPTION>
          Position               Hourly Fee
          --------               ----------
<S>                              <C>
     LYC Managing Partner          $160.00
Senior Consultant (all others)     $160.00
</TABLE>

                             FEE EXPENDITURE LIMITS

<TABLE>
<S>             <C>
PHASE I-A       $ 46,600.00
PHASE I-B       $ 28,520.00
PHASE II-A      $ 72,000.00
PHASE II-B      $ 73,800.00
PHASE III       $ 71,880.00
                -----------
TOTAL           $293,800.00
</TABLE>

Limits assume no change to scope of work. Any changes to original scope of work
would nullify these fee limits.

CONTINGENCY FUNDING

Should the need arise for further consulting assistance as a result of one of
the following situations, contingency funds in the amount of $56,200 have been
appropriated. These funds will only be used for one or more of the following
purposes:

-    MANAGEMENT CHANGES AND MANDATES

-    CHANGES TO EXISTING TECHNOLOGY ENVIRONMENT

-    INCREASED NEEDS FOR DISASTER RECOVERY IMPLEMENTATION

Any additional work in these areas will be authorized via the issuance of a task
letter as specified in this agreement.

                                       27