**Exhibit 10-615**
DEVELOPMENT AND PURCHASE AGREEMENT

This agreement (the "Agreement") for thedevelopment and production of an electronic module to be used in an electricmeter (the "Product") is by and between Pacific Systems ControlTechnology Inc. ("PFSY"), a Delaware Corporation located at 22320Foothill Boulevard, Suite 260, Hayward, California and International UtilityInformation Systems Corporation, a Delaware Corporation (hereinafter"Utility Systems"), located at 380 El Pueblo Road, Scotts Valley,California 95066, is entered on August 17, 2001.

Whereas,

PFSY desires that Utility Systems develop the Product overa specified time period to an agreed specification (the"Specification"), and,

PFSY desires to purchase such Product in 2002 under theterms and conditions of a Purchase Order (the "Order"), and

Utility Systems is in the business of developing suchproduct and manufacturing such product,

Therefore, the parties agree as follows:

1.    This agreement supercedes in all respect any and all agreements between UtilitySystems, Holley and affiliates, ACEI, John Heibel and Yuen Kong, including butnot limited to agreements entered by these parties dated July 8, 2001.

2.    PFSY shall pay Utility Systemson or before August 22, 2001 the sum of $300,000 by wire transfer.

3.    PFSY and Utility Systems shallagree on or before September 1, 2001 to the Specifications.

4.    PFSY shall provide on orbefore September 15, a Letter of Credit, confirmed on Utility Systems' bank,securing payment under two milestones described in paragraphs 6 and 9 below.

5.    PFSY shall provide to UtilitySystems ten meter cases at IEC 0.2 S class standard for the product on or beforeSeptember 15 for use in engineering and approvals testing.

6.    Utility Systems shalldemonstrate compliance of the Product with IEC 0.2 S accuracy specifications onor before November 1, 2001.  Such compliance shall be witnessed andcertified by Mr. Mao and Mr. Fang (the "Witnesses") at the facilitiesof Utility Systems using the Rotek precision test apparatus.  Approvalshall not be unreasonably withheld.  A certificate shall be signed by theWitnesses that authorizes payment under the Letter of Credit of a sum of$700,000.

7.    In the event that UtilitySystems shall be unable to demonstrate such compliance on or before November 1,2001, then a penalty (the "penalty") shall accrue and be payable toPFSY.  The Penalty shall accrue at a rate of 5 percent of $300,000 per dayup to a maximum amount of $300,000 and shall be paid to PFSY within 30 days ofreaching the maximum amount, or 30 days after compliance is reached.

8.    Not later than December 31,2001, upon completion of Product to the Specifications as confirmed by PFSY orHolley, Utility Systems shall provide fifteen sample meters to PFSY forsubmission to testing under IEC60687, IEC61267, DL/T614-1999 and starting andrunning correctly at no load at EPRI China.

       a.    PFSY shall submit these meters for test and see tocompletion of testing within 60 days.  In event a test report is notavailable within 60 days, then a penalty shall accrue in the amount of 5 percentof $1,000,000 per day up to a maximum of $1,000,000.  PFSY shall payUtility Systems this amount within 30 days of reaching the maximum amount or 30days of reaching compliance.

       b.    In the event that such meters shall not achieve thespecified compliance under such testing, then PFSY shall give Utility Systemsthe original test report showing which specific test had been failed. Utility Systems will then have 90 days to cure such defect and pass suchindividual failed test.

       c.    In the event all such defect is not cured within 90 days ofreceipt of the test report, then Utility Systems shall be obliged to pay apenalty which shall accrue at a rate of 5 percent per day of $1,000,000 up to amaximum of $1,000,000 until such compliance is reached.  Utility Systemsshall remit to PFSY this penalty within 30 days of compliance or reaching themaximum amount.

9.    Upon receiving certificationto IEC and DLT by EPRI, then the certificate of compliance shall be presented,as indication of completion of the second milestone, and a payment under theLetter of Credit in paragraph 4 in the amount of $1,000,000 shall be authorized.

10.    The Agreement is accompaniedby the Order, which is to be confirmed on or before September 1, 2001. Under the Order, Utility Systems shall provide the electronics (without LCD andcase) for the Product at a cost of $76.50.  Suitable Technical Manual,Maintenance Manual, and Installation Manual shall accompany the Product in paperor machine-readable form.  Utility Systems warrants an annual factorysample inspection reject rate of not greater than 1.5 percent.

11.    Utility Systems warrants itwill have the capacity to produce a minimum of 50,000 units of the Product peryear for three years.

12.    PFSY warrants it will order aminimum of 50,000 units of the Product per year for a period of three years.

13.    After development of theProduct, PFSY and Holley shall have the exclusive right at no cost to sell theProduct in China including Hong Kong and Taiwan and a non-exclusive right at nocost to sell the Product worldwide.

14.    Utility Systems shall retainownership of all intellectual property associated with the Product and shallhave the right to negotiate with PFSY to assemble the Products for UtilitySystems sale in any country other than China including Hong Kong andTaiwan.  Utility Systems shall not sell the Product within China includingHong Kong and Taiwan nor authorize other parties to sell the Product withinChina including Hong Kong and Taiwan.

15.    This Agreement shall beamended only by mutual future written agreement of the parties.

16.    This Agreement shall beinterpreted and adjudicated under the laws of the State of California.

17.    The parties shall attempt tosettle disputes, if any, by Arbitration through mutually acceptable recognizedArbitrator in San Francisco, California.

Agreed:

/s/ Yuanhao Li, Pacific Systems Control Technology, Inc.

/s/ John Heibel, International Utility Information Systems Corporation

Witnessed:

/s/ Kwan Chan

/s/ Alistair Taylor

August 17, 2001