EMPLOYMENT AGREEMENT
                              --------------------


     THIS  AGREEMENT,  effective  this fourteenth day of March, 2001, is made by
and  between  WILLIAM  O.  SHEAFFER  (the  "Employee") and SOUTHERN STATES POWER
COMPANY, INC., a Delaware corporation and referred to for these purposes as "the
Company."

                                    RECITALS

A.     Company desires to employ Employee in an executive capacity to assume and
be  responsible  for  duties  as  herein  described  below.

B.     Employee  accepts  employment  with the Company on the terms as  provided
herein.

C.     The  purpose  of  this Employment Agreement is to set forth the terms and
conditions  upon  which  Employee  will  be  employed,  and the compensation for
accepting  such  employment.

     NOW  THEREFORE,  in consideration of the undertakings;  the mutual promises
and  covenants  of the parties, and other good and valuable consideration hereby
acknowledged,  the  parties  agree  as  follows:

1.1     EMPLOYMENT.
        ----------

The  Company  hereby  employs  Employee,  and  Employee  hereby  accepts  such
employment,  upon  the  terms  and  conditions  hereinafter  set  forth.

2.1     TERM.
        -----

Subject  to  the  termination  provisions  contained  in Section 8.1 below, this
Agreement  shall  commence on the date hereof and continue for a period of three
(3)  years and thereafter until either party terminates it upon thirty (30) days
written  Notice.  Upon  expiration of the initial term, and upon the anniversary
date  of each additional term, this Agreement shall renew for an additional term
of  three  years  until  such  time  as  it is terminated in accordance with the
provisions  contained  in Section 8.1, or either party gives Notice to the other
that  the  Agreement  shall  not  be  renewed.

3.1     RESPONSIBILITIES  AND  DUTIES.
        ------------------------------

Employee  shall  serve  the  Company  in  such  responsible  executive  and
administrative capacities as the Board of Directors of the Company may from time
to  time  determine.  As of the date of execution of this Agreement, Employee is
hired  and  employed  as  the  Vice-President  Marketing  of the Company.  While
serving in such capacity, Employee shall serve the Company faithfully and to the
best  of  his/her  ability, devoting such of his business, attention, skills and
energies  to  the discharge of the duties undertaken by him/her hereunder as the
Board  of  Directors,  in  the  exercise  of  its  fiduciary  duties, shall deem
reasonable  and  appropriate.

4.1      COMPENSATION.
         -------------

For  all  services rendered by Employee under this Agreement, the Company agrees
to  pay  to  Employee  a  salary  equal  to  $60,000  per  year,  to  be paid in
installments  of $5,000 on the last day of each calendar month for the preceding
month.  From  time to time, the Board of Directors of the Company may review and
consider  the  role  and  contributions  made  by  Employee  to the Company, and
Employee's satisfactory performance and discharge of duties and responsibilities
commensurate  with  his/her  position, and may, in its sole discretion, increase
the  compensation  agreed  under  the  terms  of  this  Agreement.

5.1      OTHER  BENEFITS.
         ----------------

In addition to the base compensation provided above, and during the term of this
Agreement  only,  Employee may, as determined by the Board of Directors, receive
additional  benefits  as  compensation  or  perquisites  commensurate  with that
received  by  executives  filling  similar positions and roles in this and other
companies.  Additionally, Employee may participate in any employee benefit plans
or  similar programs of the Company;  be considered for any additional executive
bonuses; be entitled to executive vacation privileges commensurate with rank and
position,  and  be entitled to reimbursement of reasonable business expenses, as
such  is  determined  by  the  Board  of  Directors.

Included but not limited hereby, are reimbursement of medical insurance premiums
(providing  the Company does not have an insurance program which it sponsors and
provides to Employees);  furnishing of cell phone;  providing Company gas credit
card for travel related to Company business, and grant of a car allowance in the
amount  of $500 per month to pay for the upkeep and maintenance of the car to be
used for Company business purposes.  Alternatively, if a company car is provided
for  the  Employee's  use,  the  car  allowance  shall  not  be  applicable.

Employee  shall  be entitled to take paid vacation leave of one month each year.
This leave may be taken in increments totally not more than one month each year.
Any  holidays  falling during the time leave is taken and accumulating shall not
be  deducted  from  the  total  time  granted.  Additionally,  Employee shall be
granted  one  day per month for a total of twelve days each year for sick leave,
including  medical  appointments  and  convalescence.





6.1      CONFIDENTIALITY  AND  DISCLOSURES.
         ----------------------------------

Employee  recognizes  and  acknowledges  that  he  will  have  access to certain
confidential  information  deemed proprietary to the Company, including, but not
limited  to, the Company's customer lists, ideas, processes, inventions, devices
and  other  confidential  information,  and  that  such  information constitutes
valuable,  special  and  unique  property  of  the Company.  Notwithstanding the
provisions contained in Paragraph 2 above, Employee shall not, during or for two
(2)  years  after  the  term  of  his/her  employment,  disclose  any  of  such
confidential  information  to  any  person  or firm, corporation, association or
other  entity  for  any  reason or purpose whatsoever, unless it is communicated
within  the  scope  and course of Employee's employment and normal communication
authorized  by  the  Company.



7.1      RIGHTS  TO  INVENTIONS  AND  INTELLECTUAL  PROPERTIES  (IP).
         ------------------------------------------------------------

Unless  otherwise  agreed  in  writing,  all  work product, designs, prototypes,
inventions,  correspondence,  charts,  test  results,  equipment, trade secrets,
marketing  plans  and  strategies,  and  know  how  shall  be  considered to the
exclusive  property  of  the  Company, unless otherwise privileged by law.  This
shall  not  include  general  knowledge  which is included in the public domain.
Notwithstanding  an  inventors right to be acknowledged and listed with the U.S.
Patent Office for creation of a new product, or process, all such inventions and
ideas  relating  to  the business of the Company shall be considered property of
the Company, and the Company shall have the right in its sole discretion to file
for patent, trademark or copyright protection.  Upon departure from the Company,
Employee  agrees  to  leave and/or return all documents, files, memoranda, data,
and  any  other  information  contained  in  writing  or in Employee's computer.

8.1      TERMINATION.
         ------------

a)     Death  or  Disability.  In  the  event  that  Employee  dies  or  becomes
       ----------------------
incapacitated  for a period in excess of ninety (90) consecutive days during the
term  of  this Agreement, the Company shall pay to Employee, or to his executors
or  administrators,  an  amount  equal  to his/her current salary at the time of
incapacity,  for  a  period  of  six  (6)  months  after  he/she dies or becomes
incapacitated,  and  the  company  shall thereafter have no further liability to
Employee of his/her executors or administrators for salary under this Agreement.
In  addition,  the  Company  shall  pay  to Employee, or to his/her executors or
administrators,  all  amounts  that  Employee  is  entitled  to under any bonus,
pension  or  disability  plans  of  any  nature.

b)     Termination  for  Cause:  Wrongful  or  Misconduct.  In  the  event  that
       ---------------------------------------------------
Employee  shall  engage  in  willful  misconduct  or gross negligence concerning
matters  pertaining  to  the Company, and which materially, adversely affect the
Company,  or  be  convicted of a felony or breach of the provisions contained in
paragraphs  3.1  and 9.1 of this Agreement, the Company may terminate Employee's
employment  hereunder,  such  termination  to  be  effective  upon the giving of
written  Notice  to  the  Employee by the Company, acting pursuant to a majority
vote  of  the  Directors.

c)     Discharge  or  Termination-  Involuntary  and  Without  Cause.
       --------------------------   ---------------------------------

In  the  event of wrongful termination, or termination without justifiable cause
for  wrongful  acts,  misconduct  or  gross  negligence  towards  the Company as
described  in  subparagraph  b)  above,  and  in  consideration  of the services
rendered  and contributed by the Employee during and prior to this engagement of
employment,  and  the  covenants  herein,  shall  be  entitled  to  receive,  as
compensation  and  severance  ,  and  in  addition  to any other compensation or
benefits  that may received by Employee, an amount equal to one month of current
salary/pay  for each month the Employee has rendered any services to the Company
prior  to  the date of termination, not to exceed twenty-four (24) months.  This
severance compensation may, at the company's option, be paid in cash at the time
of  termination,  or  may  be paid in equal monthly payments equal to Employee's
current  monthly  pay  schedule  at  time  of  termination.

In  addition  to the severance pay provided above, Employee shall be entitled to
receive  a one-time lump sum payment equal to three (3) months salary/pay at the
current  rate  at  time  of  termination  and  severance  from  the  company.

In  the  event  that  Employee's  responsibilities,  job  title, compensation or
position are reduced by the Company for any reason whatsoever, Employee shall be
entitled  to  retain all benefits and compensation levels previously paid before
the  date  of  reduction,  and  may,  at  Employees sole option, remain with the
Company  under  the  terms  of  this  Agreement, or alternatively, may treat the
reduction  as  involuntary  termination without cause and resign from employment
the  Company  with  all  rights  afforded  under  this paragraph for involuntary
termination  without  cause.  Any  refusal  by Employee to move or relocate as a
condition  of  continued  employment  shall  not  be construed nor considered as
willful  misconduct, nor shall such refusal be used to justify or constitute any
grounds  for  involuntary  termination.

d)     Termination  -  Voluntary.
       --------------------------

Employee, at its sole discretion and option, shall be entitled to terminate this
Agreement  (other  than  the  provisions  contained  in paragraphs 6.1, 9.1 & 12
herein)  voluntarily  upon  thirty  (30) days written notice to the Company.  At
time  of  termination,  Employee  shall  be  entitled  to  all  compensation and
reimbursement  for  expenses  owed  by  the  Company at that time.  Termination,
whether voluntary or involuntary, shall not in any manner affect any outstanding
stock  options  in  favor  of  Employee,  or ownership of shares of stock in the
Company.

e)     Reorganization,  Merger,  or  Sale  of  Assets.
       -----------------------------------------------

This Agreement shall survive the reorganization, merger or sale of assets of the
Company,  and  shall  not  be  defeated  nor  terminated  due  to  the voluntary
dissolution,  reorganization,  merger acquisition or sale and transfer of assets
belonging  to the company, or by any Change in Control in the composition of the
Board  of Directors or Management of the Company, providing the primary and core
business  of  the  Company  continues  in  some  manner  with  the resulting and
surviving company and new management of the surviving organization.  If the core
business  of  the Company is not continued and resumed with such reorganization,
merger  or  change  in  control,  such  will be deemed to constitute termination
without  cause  hereunder  and  subject  to  the  provisions  of  paragraph 8.1.

9.1     COVENANT  NOT  TO  COMPETE.
        ---------------------------

Unless  otherwise agreed between the Company and Employee, and the provisions of
Section  2.1 notwithstanding, during the term of this Agreement and for a period
of  one  (1)  year  after the termination of this Agreement, Employee shall not,
within  any  county or similar area designation (should the term "county" not be
deemed  appropriate)  in  which  the  Company  is  then  engaged  in  business:

a)     Directly  or  indirectly  own,  manage, operate, control, be employed by,
participate  in,  or  be connected in any manner with the ownership, management,
operation  or  control  of any business or enterprise which provides services or
produces  products  competitive,  in  any  material  respect, with the business,
services  or  products  or  the  Company,  or any proposed business, services or
products  of  the Company as of the date of termination of Employee's employment
by  the  Company;

b)     for  himself/herself  or  on  behalf  of any other person, partnership or
corporation,  call  upon  any  customers  of  the  Company  for  the  purpose of
soliciting,  diverting  or  taking  away  any  customer  from  the  Company;  or

c)     take  way,  hire,  employ  or  endeavor  to  employ  any person who is an
employee  of  the  Company  as  of  the  termination  of  this  Agreement.


This  covenant  not  to  compete  shall be unenforceable and of no effect in the
                                           ------------------------------
event  of  involuntary  termination  for  any  reason  whatsoever,  or voluntary
termination  and  resignation  due  to  reduction  in  job  title,  position  or
responsibilities.  Additionally,  Company  and  Employee may agree to rescind or
otherwise  modify  this  provision  by  mutual,  written  agreement.

This  covenant  not  to  compete as set forth in subparagraph a), b) or c) above
shall  not be construed as preventing Employee from purchasing securities in any
corporation  whose  securities  are  publicly traded provided that such purchase
shall  not  result  in  his owning beneficially at any time five percent (5%) or
more  of  the  equity  securities  of any corporation principally engaged in any
business  competitive  to  that  of  the  Company.

10.1     REMEDIES  FOR  BREACH.
         ----------------------

Both  parties recognize that the services to be rendered under the Agreement are
special,  unique  and  of an extraordinary character, and that in the event of a
breach or threatened breach by either party hereto of any obligations under this
Agreement,  both  parties  acknowledge  that  the  other  party  may not have an
adequate  remedy  at law, and shall be entitled to such equitable and injunctive
relief  as  may  be  available  to restrain violations of the provisions of this
Agreement.  Nothing  contained  in  this  paragraph  shall  be  construed  as
prohibiting the parties hereto from any other remedies available for such breach
or  threatened  breach,  including  the  recovery  of damages for such breach or
threatened  breach.

11.1     EXPENSES.
         ---------

In  connection  with his/her employment, the Company will reimburse Employee for
its  reasonable  business  expenses  including  travel  expenses  in  connection
therewith.

12.1     NOTICES.
         --------

Any  notice required or permitted to be given under this Agreement shall be made
in  writing,  and shall be effective when mailed by registered or certified mail
as  follows:

          To  the  Company:     Southern  States  Power  Company,  Inc.
                                3400  Inland  Empire  Blvd.,  Ste.  101
                                Ontario,  California  91764
                                Phone:  (909)  476-3575

          To  Employee:         William  O.  Sheaffer
                                12458  N.  120th  Place
                                Scottsdale,  Arizona  85259
                                Phone:  (480)  314-2457



13.1     MISCELLANEOUS  PROVISIONS.
         --------------------------

a.     Legal.  This Agreement shall be governed and construed in accordance with
       ------
the  laws  of  the State of California, which is the principal place of business
for  the Company.  The choice of jurisdiction shall be Riverside County.  In the
event  that  either party shall bring an action to enforce any provision of this
Agreement,  the  prevailing  party  shall  be  entitled to reimbursement for all
reasonable  legal  fees and costs which are incurred in prosecuting or defending
its  claim.

b.     Modifications.  This  Agreement  represents  the  entire  agreement  and
       --------------
understanding  between  the  parties with respect to employment of Employee, and
supercedes all prior agreements.  This Agreement can only be modified or amended
by  an  agreement  in  writing  signed  by  all  parties.

c.     Successors  and Assigns.  The rights and obligations of the Company under
       ------------------------
this  Agreement  shall  inure  to  the  benefit of and shall be binding upon the
successors  and  assigns  of  the  Company.

d.     Severability.  All  provisions  and  covenants  contained  herein  are
       -------------
severable, and in the event any of them shall be held to be invalid by any court
of  competent  jurisdiction,  this  Agreement  shall  be  interpreted as if such
invalid  provision  or  covenant  were  not  contained herein, and the remaining
provisions  shall  be  enforceable.

e.     Authorization.  The  Company  represents  that  the  signatory  below  is
       --------------
authorized  to  sign  and  execute  this  Agreement,  and by this signature also
reflects  and  acknowledges  that this Employment Agreement has been approved by
the  Board of Directors of the Company at a meeting duly held for this and other
purposes.

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

                                   SOUTHERN  STATES  POWER  COMPANY:
                                   ---------------------------------

                                       /s/ Lawrence W. Taggart
                                   By  __________________________
     ATTEST:                           Lawrence  W.  Taggart,  President

                                   Date:  _________________________
__________________
Mark  Taylor                                  /s/ William O. Sheaffer
                                   EMPLOYEE:  _______________________
                                   ---------
                                              William  O.  Sheaffer

                                   Date:  _________________________