EXHIBIT 10.91

                     AGREEMENT BETWEEN OWNER AND CONTRACTOR


Project Name:  System Voltage Upgrade Project
               Downtown Substation, Plant Switchgear
Contract Name: Construction & Distribution System Upgrade
Contract No.:  A-2

THIS  AGREEMENT  is dated  as of the 3rd day of  March  in the year  1998 by and
between  the City of  Anthony,  Kansas  (hereinafter  called  Owner)  and Onsite
Business Services (hereinafter called Contractor).

Owner and Contractor,  in consideration of the mutual covenants  hereinafter set
forth, agree as follows:

ARTICLE 1 - WORK

1.01    Contractor  shall  complete  all Work as  specified  or indicated in the
        Contract Documents.  The Work under this Contract is generally described
        as  follows:  material  procurement  and  construction  of the  12.47-kV
        Downtown  regulating   substation,   including  structures,   equipment,
        foundations,  bus, low voltage  wiring,  grounding,  raceway,  metering,
        miscellaneous  materials,  and  demolition of existing  substation.  The
        installation  of a 15-kV  class  metal-clad  switchgear  and  associated
        equipment and materials at the City of Anthony power plant.

1.02    Upgrade  of the  Electric  Distribution  System,  consisting  of work on
        energized lines, construction of new lines, removal of existing electric
        lines and transformer replacement.

1.03    The Project for which the Work under the Contract  Documents  may be the
        whole or only a part is generally described as follows:  Electric System
        Voltage Upgrade - 1997.

ARTICLE 2 - ENGINEER

2.01    The Project has been designed by Burns & McDonnell Engineering Co. Inc.,
        who is  hereinafter  called  Engineer  and  who  is to  act  as  Owner's
        representative,  assume all duties  and  responsibilities,  and have the
        rights and authority  assigned to Engineer in the Contract  Documents in
        connection  with  completion of the Work in accordance with the Contract
        Documents.

ARTICLE 3 - CONTRACT TIME

3.01    TIME OF THE ESSENCE:

   A.   All time limits for  milestones,  if any,  Substantial  Completion,  and
        completion  and  readiness  for final  payment as stated in the Contract
        Documents are of the essence of the Contract.

3.02    DATES FOR SUBSTANTIAL COMPLETION AND FINAL PAYMENT:
   A.   The Work will be Substantially Completed on or before December 31,
        1998,  and completed and ready for final payment in accordance  with the
        GENERAL  CONDITIONS  on or  before  January  31,  1999.  1.  Areas to be
        Substantially Complete prior to date stated above are as follows:

               Switchgear Foundation Installation B May 22, 1998


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3.    LIQUIDATED DAMAGES:


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A.   Owner  and  Contractor  recognize  that  time  is of the  essence  of  this
     Agreement  and that Owner  will  suffer  financial  loss if the Work is not
     completed  within the time specified  above,  plus any  extensions  thereof
     allowed  in  accordance  with the  GENERAL  CONDITIONS.  The  parties  also
     recognize the delays,  expense,  and  difficulties  involved in proving the
     actual loss suffered by Owner if the Work is not Substantially Completed on
     time.  Accordingly,   instead  of  requiring  any  such  proof,  Owner  and
     Contractor  agree  that as  liquidated  damages  for  delay  (but  not as a
     penalty) Contractor shall pay Owner five hundred dollars ($500.00) for each
     day that  expires  after the time  specified  above in  Paragraph  3.02 for
     Substantial  Completion  until the Work is  Substantially  Complete.  After
     Substantial  Completion,  if Contractor shall neglect,  refuse,  or fail to
     complete the remaining Work within the time specified in Paragraph 3.01 for
     completion and readiness for final payment or any proper extension  thereof
     granted by Owner, Contractor shall pay Owner five hundred dollars ($500.00)
     for each day that  expires  after the time  specified  for  completion  and
     readiness for final payment.

ARTICLE 4 - CONTRACT PRICE - Not Used

             ARTICLE 5 - PAYMENT PROCEDURES

1   SUBMITTAL AND PROCESSING OF PAYMENTS:
    A.  Contractor shall submit  Applications for Payment in accordance with the
        GF-NERAL  CONDITIONS.  Applications  for Payment  will be  processed  by
        Engineer  and Owner  shall  make  payment  as  provided  in the  GENERAL
        CONDITIONS.

5.02    PROGRESS PAYMENTS, RETAINAGE:
A.   Owner shall make progress  payments on account of the Contract Price on the
     basis of Contractor's  Applications for Payment as recommended by Engineer,
     on or about the 3rd  Monday of each  month  during  construction.  All such
     payments  will be measured by the  schedule  of values  established  in the
     GENERAL  CONDITIONS (and in the case of Unit Price Work based on the number
     of units  completed)  or, in the event there is no  schedule of values,  as
     provided in the General Requirements.  1. Prior to Substantial  Completion,
     progress  payments  will be  made  in an  amount  equal  to the  percentage
     indicated  below,  but,  in each  case,  less  the  aggregate  of  payments
     previously made and less such amounts as Engineer shall determine, or Owner
     may withhold, in accordance with the GENERAL CONDITIONS.
a.   90% of Work completed (with the balance being retainage).
b. 90% (with the
     balance being retainage) of Equipment and Materials not
     incorporated in the Work (but delivered,  suitably stored,  and accompanied
     by  documentation   satisfactory  to  Owner  as  provided  in  the  GENERAL
     CONDITIONS).

5.03    FINAL PAYMENT:
   A.   Upon final  completion and acceptance of the Work in accordance with the
        GENERAL CONDITIONS,  Owner shall pay the remainder of the Contract Price
        as recommended by Engineer and as provided in the GENERAL CONDITIONS.

ARTICLE 6 - INTEREST

6.01 All moneys not paid when due  hereunder  shall bear interest at the rate of
     9% per annum in accordance with the GENERAL CONDITIONS.

ARTICLE 7    CONTRACTOR'S REPRESENTATIONS

7.01     In order to induce Owner to enter into this Agreement, Contractor makes
         the following representations:
     A.  Contractor  has examined and carefully  studied the Contract  Documents
         (including  the  Addenda)  and other  related  data  identified  in the
         Bidding Documents.
     B.  Contractor  has  visited  the  Site  and  become  familiar  with and is
         satisfied as to the general, local, and Site conditions that may affect
         cost, progress, performance, and furnishing of the Work.
     C.  Contractor is familiar with and is satisfied as to all federal,  state,
         and  local  Laws  and  Regulations  that  may  affect  cost,  progress,
         performance, and furnishing of the Work.


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     D.  Contractor  shall carefully study all: (1) reports of explorations  and
         tests of  subsurface  conditions  at or  contiguous to the Site and all
         drawings of physical  conditions in or relating to existing  surface or
         subsurface structures at or contiguous to the Site; and (2) reports and
         drawings of a Hazardous Envirorunental  Condition, if any, at the Site.
         Contractor   acknowledges   that  Owner  and  Engineer  do  not  assume
         responsibility for the accuracy or completeness of information and data
         shown  or  indicated  in  the  Contract   Documents   with  respect  to
         Underground Facilities at or contiguous to the Site.
     E.  Contractor shall obtain and carefully study (and assumes responsibility
         of  having  done so) all such  additional  supplementary  examinations,
         investigations,  explorations,  tests,  studies,  and  data  concerning
         conditions  (surface,  subsurface,  and  Underground  Facilities) at or
         contiguous  to the Site or otherwise  which may affect cost,  progress,
         performance,  and  furnishing of the Work or which relate to any aspect
         of  the  means,  methods,  techniques,  sequences,  and  procedures  of
         construction  to be employed by Contractor and safety  precautions  and
         programs incident thereto.
     F.  Contractor  does  not  consider  that  the  Owner  should  furnish  any
         additional examinations, investigations,  explorations, tests, studies,
         or data  necessary for the performing and furnishing of the Work at the
         Contract Price,  within the Contract Times,  and in accordance with the
         other terms and conditions of the Contract Documents.
     G.  Contractor  is aware of the general  nature of work to be  performed by
         Owner and others at the Site that  relates to the Work as  indicated in
         the Contract Documents.
     H.  Contractor  has  correlated  the   information   known  to  Contractor,
         information and observations  obtained from visits to the Site, reports
         and drawings identified in the Contract  Documents,  and all additional
         examinations,  investigations,  explorations,  tests, studies, and data
         with the Contract Documents.
     I.  Contractor has given Engineer written notice of all conflicts,  errors,
         ambiguities,  or  discrepancies  that  Contractor has discovered in the
         Contract  Documents and the written  resolution  thereof by Engineer is
         acceptable to Contractor.
     J.  The Contract Documents are generally  sufficient to indicate and convey
         understanding   of  all  terms  and  conditions  for   performance  and
         furnishing of the Work.

ARTICLE 8 - CONTRACT DOCUMENTS

8.01    CONTENTS:
A.   The Contract  Documents which comprise the entire  Agreement  between Owner
     and Contractor concerning the Work consist of the following and may only be
     amended, modified, or supplemented as provided in the
        GENERAL CONDITIONS:
        1.  This Agreement.
        2.  Exhibits to this Agreement (enumerated as follows):
             a.  Notice to Proceed.
             b.  Contractor's Bid.
             C.  Documentation submitted by Contractor prior to Notice of Award.
        3.  Performance, Payment, and other Bonds.
        4.  General Conditions.
        5.  Specifications  consisting  of  divisions  and sections as listed in
table of contents of Bid Documents.
        6.  Drawings  consisting  of a cover  sheet and  sheets as listed in the
            table of contents  thereof,  with each sheet  bearing the  following
            general title:
                             City of Anthony, Kansas
        7. Addenda numbers 1 to 4, inclusive.
        8.  The  following  which may be delivered or issued after the Effective
            Date of the  Agreement  and are not  attached  hereto:  All  Written
            Amendments and other documents amending, modifying, or supplementing
            the Contract Documents pursuant to the GENERAL CONDITIONS.

ARTICLE 9 - MISCELLANEOUS

9.01    TERMS:
   A.   Terms used in this Agreement which are defined in the GENERAL CONDITIONS
        shall have the meanings stated in the GENERAL CONDITIONS.


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2.      ASSIGNMENT OF CONTRACT:
    A.  No  assignment by a party hereto of any rights under or interests in the
        Contract  Documents  will be binding on another party hereto without the
        written consent of the party sought to be bound;  and  specifically  but
        without  limitation,  moneys that may become due and moneys that are due
        may not be assigned  without such consent (except to the extent that the
        effect  of  this   restriction  may  be  limited  by  Law),  and  unless
        specifically  stated  to the  contrary  in  any  written  consent  to an
        assignment,  no  assignment  will release or discharge the assignor from
        any duty or responsibility under the Contract Documents.

9.03    SUCCESSORS AND ASSIGNS:
   A.   Owner and  Contractor  each binds  himself,  his  partners,  successors,
        assigns,  and legal  representatives  to the  other  party  hereto,  its
        partners,  successors,  assigns, and legal representatives in respect to
        all covenants,  Agreements,  and  obligations  contained in the Contract
        Documents.

9.04    SEVERABILITY:

   A.   Any  provision  or part  of the  Contract  Documents  held to be void or
        unenforceable under any Law or Regulation shall be deemed stricken,  and
        all  remaining  provisions  shall  continue to be valid and binding upon
        Owner and  Contractor,  who agree that the Contract  Documents  shall be
        reformed to replace such stricken provision or part thereof with a valid
        and enforceable  provision that comes as close as possible to expressing
        the intention of the stricken provision.

OTHER PROVISIONS: Not Applicable.


IN  WITNESS  WHEREOF,  Owner  and  Contractor  have  signed  this  Agreement  in
triplicate.  One counterpart each has been delivered to Owner,  Contractor,  and
Engineer. All portions of the Contract Documents have been signed, initialed, or
identified by Owner and Contractor or identified by Engineer on their behalf.

This Agreement  will be effective on March 3, 1998,  which is the Effective Date
of the Agreement.


CONTRACTOR:    Onsite Business Services, Inc.


By:  \s\ Richard T. Sperberg                   By:    \s\ David G. Cherry


Title:  President                                         Title: Mayor

(SEAL)                                                    (SEAL)




Attest: \s\ Audrey Nelson Stubenberg            Attest:\s\  Bob H Newton


Address for giving notices:                     Address for giving notices:
701 Palomar Airport Road Suite 200
Carlsbad, CA  92009


(License No._____________________
(if required by law)
                                            (If Owner is a public body, attach
                                            evidence Agent for Service of
                                            process of authority to sign and 
                                            resolution or other
_______________________________             documents authorizing execution of
                                            Agreement)

(If Contractor is a corporation, attach     Approved as to Form:
evidence of authority to sign.)

By: ____________________________________

Attorney for: ________________________