COOPERATION AGREEMENT

Cooperation Agreement: Wholesale Risk Management



ABB Energy Information Systems, a division of ABB Power T&D Company Inc., a Delaware corporation ("ABB") and Caminus LLC, a Delaware limited liability company ("Caminus") have entered into this Cooperation Agreement as of the 13th day of July 1999:



I. Background of the Agreement



Caminus is a supplier of trading and risk management software for electric energy at the wholesale level with its Zai*Net product line. ABB is a supplier of solutions for generation asset optimization (unit commitment and related functions) with its GIMS/Couger product lines. (The two product lines are hereinafter referred to collectively as the "Products.")



ABB and Caminus believe that there will be a need for vertically integrated trading/retail supply firms to manage the risks in their businesses across their retail and wholesale activities and that a "loose integration" of the Products can fill this need. By "loose integration" is meant the separate modification of each of the Products to facilitate the ability of each of the Products to exchange appropriate data with the other and to make use of that data in its calculations. "Loose integration" does not mean that the Products will be integrated to create a common application or that they will be packaged and sold as a single product. (As used hereafter in this Agreement, "integration" shall mean "loose integration" as defined in this paragraph.)



ABB and Caminus also believe it is likely that each of the Products can be enhanced by adding functionality to exploit the additional information available from integration. Examples of such enhancements include changed Monte Carlo simulation parameters utilizing specific plant data from unit commitment.



II. Basis of Cooperation



During the term of this agreement, the parties shall work together as they may mutually agree from time to time to further the purposes of this Agreement as described above in Section I.



It is the present intent of the parties to proceed under the following schedule:



- - By July 22, 1999, the parties will develop: (1) a concept for the

integration of the Products, (2) a plan to implement the integration

concept (including development of data models and interfaces and plans by

each party to make use of the integration data); and (3) a marketing



- - By July 30, 1999, the parties will issue a joint press release announcing

their plans and the expected availability of enhanced products.







- - During the month of July 1999 (but not necessarily complete by the end of

July) the parties will exchange sufficient sales information and material

to enable each party to use the integration concept to market their

respective Products.



- - During a trial market period, from approximately the end of July 1999

through the remainder of the term of this Agreement, the parties will

include the integration concept in their respective sales presentations

to new customers, when appropriate, and will inform their respective

current customers about the concept. The parties will gather and exchange

customer feedback and other information during this trial market period

in order to evaluate the market impact of the concept.



- - From time to time throughout the term of this Agreement, the parties will

exchange technical information about the Products in order to facilitate

the integration and product enhancement contemplated in this Agreement.



If there is mutual agreement to engage in joint marketing efforts, following the integration work and trial market period, the terms of any such agreement will be set forth in an amendment to this Agreement.



III. Non-Exclusivity/Non-Competition



The obligations of the parties under this Agreement are not exclusive. By way of example (but without limitation) ABB is free to engage in product integration activities involving GIMS/Couger with other suppliers of risk ...