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EXHIBIT 4.3.1.



                                     EXHIBIT


                       7. AUTOMATED POWER EXCHANGE SERVICE
                                        &
                             PARTICIPATION AGREEMENT


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                            AUTOMATED POWER EXCHANGE
                       SERVICE AND PARTICIPATION AGREEMENT


          THIS AUTOMATED POWER EXCHANGE SERVICE AND PARTICIPATION AGREEMENT
("Service Agreement") is made and entered into this 9th day of March, 1998 by
and between Automated Power Exchange, Inc., a California corporation ("APX"),
and PowerSource Ltd., a Nevada Corporation ("Participant"). APX and the
Participant are sometimes referred to herein individually as a "Party" and
collectively as the "Parties."

WHEREAS:

A.       APX operates information exchanges in which Participants are able to
         buy and sell electricity at APX Market Prices.

B.       APX also serves as a Scheduling Coordinator with the California
         Independent System Operator Corporation for Generating Units and Loads
         that are registered with APX by Participants.

C.       The Participant desires to enter into this Service Agreement in order
         to be able to utilize the APX Services from time to time in accordance
         with the terms hereof.

         NOW, THEREFORE, in consideration of the covenants and conditions set
forth herein, the Parties agree and intend to be bound as follows:

1.       DEFINITIONS AND INTERPRETATION

         1.1.     DEFINITIONS. Except as otherwise defined herein,
                  initially-capitalized terms used in this Service Agreement
                  have the meanings set forth in Section 2.1 of the Automated
                  Power Exchange Terms and Conditions of Service, together with
                  any appendices or attachments thereto, as amended or modified
                  from time to time ("APX Terms").

         1.2.     INTERPRETATION. The rules of interpretation set forth in
                  Section 2.2 of the APX Terms shall apply to this Service
                  Agreement.

2.       USE OF APX SERVICES

         2.1.     Upon execution of this Service Agreement and satisfaction of
                  the conditions of eligibility set forth in Section 3 of the
                  APX Terms, the Participant shall be eligible to use the APX
                  Services. 2.2. This Service Agreement does not obligate the
                  Participant to use any APX Service.

3.       TERMS AND CONDITIONS OF SERVICE

         3.1.     The APX Terms are incorporated herein and made a part of this
                  Service Agreement.

         3.2.     APX and the Participant agree that:

                  3.2.1.   The APX Terms, this Service Agreement, and any rules,
                           regulations or orders duly promulgated from time to
                           time by APX shall govern the Participant's use of any
                           APX Service;

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                  3.2.2.   APX and the Participant will abide by the APX Terms
                           and any rules, regulations and orders duly
                           promulgated by APX in respect of all matters relating
                           to the Participant's use of any APX Service; and

                  3.2.3.   The Participant's eligibility to use the APX Services
                           is at all times subject to the APX Terms and any
                           rules, regulations and orders duly promulgated by
                           APX, and may be revoked in accordance with the APX
                           Terms.

         3.3.     APX may amend or modify the APX Terms from time to time in
                  accordance with the procedures set forth in Section 13 of the
                  APX Terms. Any such amendment or modification shall be binding
                  upon the Participant in accordance with Section 13 of the APX
                  Terms.

4.       TERM AND TERMINATION

         4.1.     This Service Agreement shall become effective on the date set
                  forth in the introductory paragraph and shall remain in effect
                  unless terminated in accordance with the provisions set forth
                  in Section 15 of the APX Terms.

5.       REPRESENTATIONS AND WARRANTIES

         5.1.     Each Party represents and warrants to the other Party the
                  following:

                  5.1.1.   AUTHORITY. The execution, delivery and performance by
                           each Party of this Service Agreement are within the
                           Party's powers, have been duly authorized by all
                           necessary corporate or other action, and do not and
                           will not violate the terms or conditions in the
                           Party's governing documents, any material contract to
                           which the Party is a party, or any applicable Laws.

                  5.1.2.   BINDING OBLIGATIONS. This Service Agreement
                           constitutes the legal, valid and binding obligations
                           of each Party, enforceable against the Party in
                           accordance with its terms, except as enforceability
                           may be limited by applicable bankruptcy or similar
                           laws affecting the enforcement of creditors' rights
                           generally or by equitable principles relating to
                           enforceability.

6.       TRANSFER AND ASSIGNMENT

         6.1.     Neither Party shall assign any of its rights nor delegate any
                  of its obligations under this Service Agreement without the
                  prior written consent of the other Party, which consent shall
                  not be withheld or delayed unreasonably. Any prohibited
                  assignment or delegation shall be void.

7.       ELECTRONIC CONTRACTING

         7.1.     All submitted applications, schedules, bids, confirmations,
                  changes to information on file with APX, notices and other
                  communications conducted via electronic transfer, including
                  without limitation, direct computer link, bulletin board,
                  e-mail, facsimile or any other means established by APX, shall
                  invoke the same legal rights, responsibilities, obligations
                  and other implications set forth in the APX Terms as if
                  executed in written format.

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8.       MISCELLANEOUS

         8.1.     NOTICES. Except as otherwise specified herein or in the APX
                  Terms, notices provided under the terms of this Service
                  Agreement shall be in writing and transmitted by mail,
                  overnight courier, or facsimile. Notices to APX shall be
                  addressed to:

                                    Automated Power Exchange, Inc.
                                    26340 Alexander Place
                                    Los Altos Hills, CA 94022
                                    Attention:  Contracts Department
                                    Phone: (650) 949-1672   Fax: (650) 949-2859
                                    E-mail: contracts@energy-exchange.com

                  Notices to the Participant shall be addressed to the
                  representative at the address specified in Appendix 1 of this
                  Service Agreement

         8.2.     ENTIRE AGREEMENT. This Service Agreement and all attachments
                  hereto, and the APX Terms embody the entire agreement and
                  understanding of the Parties; and supersede all prior or
                  contemporaneous agreements and understandings of the Parties,
                  verbal or written, relating to the subject matter hereof.

         8.3.     GOVERNING LAWS. This Service Agreement shall be governed by,
                  and construed in accordance with, the laws of the State of
                  California, irrespective of choice of law rules.

         8.4.     INDEPENDENT PARTIES. Nothing in this Service Agreement shall
                  be construed or represented as creating a partnership, trust,
                  fiduciary or any similar relationship among the Parties.
                  Except as set forth in the APX Terms, no Party is authorized
                  to act on behalf of the other Party and none shall be
                  considered the agent of the other.

         8.5.     NO THIRD-PARTY BENEFICIARIES. This Service Agreement is made
                  and entered into for the sole protection and legal benefit of
                  the Parties and their permitted successors and assigns, and no
                  other person shall be a direct or indirect legal beneficiary
                  of, or have any direct or indirect cause of action or claim in
                  connection with, this Service Agreement

         8.6.     AMENDMENT. This Service Agreement is subject to modification
                  by a modification of the APX Terms. In all other respects,
                  this Service Agreement shall only be modified or amended by a
                  written instrument executed by the Parties and shall not be
                  modified by course of performance or any usage of trade.

         8.7.     SEVERABILITY. The illegality or unenforceability of any
                  provision of this Service Agreement or any instrument or
                  agreement required hereunder shall not in any way affect or
                  impair the legality or enforceability of the remaining
                  provisions of this Service Agreement or any instrument or
                  agreement required hereunder.

         8.8.     COUNTERPARTS. This Service Agreement may be executed many
                  number of separate counterparts, which shall be deemed to
                  constitute one instrument.

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The authorized representatives of the Parties have executed this Service
Agreement as of the date first set forth above.

AUTOMATED POWER EXCHANGE                     POWERSOURCE, LTD.

BY: /S/ JACK ELL                             BY: ROMAN GORDON
----------------                             ----------------
TITLE: EXECUTIVE V.P.                        TITLE: DIRECTOR
---------------------                        ---------------
DATE: 3/13/98                                DATE: 3/9/98
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                                   APPENDIX 1


Name of the Participant:                     Roman Gordon
                                             -------------------------------
Representative:                              German Teitelbaum
                                             -------------------------------
                                             Illya Bond
                                             -------------------------------
Address:                                     8306 Wilshire Blvd., Suite 634
                                             -------------------------------
                                             Beverly Hills, CA  90211
                                             -------------------------------
E-mail address:                              megasource@worldnett.att.net
                                             -------------------------------
Telephone number:                            (310) 854-4343
                                             -------------------------------
Facsimile number:                            (888) 340-8274
                                             -------------------------------