<PAGE>
EXHIBIT 3.4.1

                                SELLING AGREEMENT

This Selling Agreement ("Agreement"), is entered into as of September 10th,
1998, by and among Power Source, a California corporation, West Coast Energy,
Inc., a Nevada corporation (collectively referred to hereafter as "Promoter")
and Power Capital Funding Group, Inc., a California corporation, ("Selling
Agent").

                                    RECITALS

A. Promoter is a Nevada corporation which desires to establish, fund and
contract for the funding of one or more Colorado limited liability partnerships
(the "Partnership" or "Partnerships") to be managed initially by third party
identified by Selling Agent. If successfully funded, each Partnership will be
managed by Promoter management subsidiary and will assume control of partnership
management activities. Each Partnership will acquire exclusive rights of income
stream, relating to the sale of electricity by Promoter in certain territories
within the State of California. Additionally, funding of each Partnership will
be intended to provide working capital for each Partnership and to reimburse
offering expenses related to each Partnership.

B. Selling Agent is a California corporation master independent sales
organization which desires to be retained by Promoter to identify other
independent sales organizations ("ISO's") to market and sell limited liability
partnership interests in the Partnerships. Units in each such Partnership are
referred to herein as the "Units".

In consideration of the foregoing and following premises, promises,
representations, warranties, covenants and conditions, and for other good and
valuable consideration, the sufficiency, adequacy and receipt of which is hereby
acknowledged, the parties hereby agree as follows:

                                    AGREEMENT

1. RECITALS. The Recitals are a material part of this Agreement.

2. ENGAGEMENT OF SELLING AGENT. Promoter hereby engages Selling Agent, and
Selling Agent hereby accepts the engagement by Promoter to identify independent
selling organizations ("ISO's") to market and sell the Units pursuant to the
terms and conditions of and subject to the restrictions contained in this
Agreement. Selling Agent shall take whatever actions are reasonably necessary to
assure that Selling Agent's ISO's execute ISO contracts with Selling Agent and
that such ISO's comply with the terms of such ISO contracts. Selling Agent shall
handle all package requests from its ISO's and fulfill all such requests as it
deems appropriate. Selling Agent shall coordinate all customer service
activities between and among prospective and investing partners identified by or
through Selling Agent's ISO's.

3. METHOD OF SALES. Selling Agent shall have the exclusive control over the
methods and means of identifying ISO's to sell the Units and may do so in any
way and through any medium that it desires, provided that Selling Agent complies
with the terms of this Agreement and any particular offering memorandum for

                                  Page 1 of 13
<PAGE>

whatever Partnership(s) Selling Agent's ISO's are selling from time to time and
subject to the following limitations on the methods which ISO's identified and
contracted with by Selling Agent may sell the Units:

         3.1. ADVERTISING AND SUPPORT. Selling agent may advertise the sale of
         Units within state or federal securities guideline. Selling Agent may
         offer or sell the Units by any form of general solicitation or general
         advertising, including, but not limited to the following: 1) any
         advertisement, article, notice or other communication published in any
         newspaper, magazine or similar media or broadcast over television,
         radio or through the internet or online service providers; or 2) any
         seminar or meeting whose attendees have been invited by any general
         solicitation or general advertising. Promoter shall provide Selling
         Agent with training support and investor promotional materials,
         including, without limitation, brochures and support documents, etc.
         Selling Agent is responsible for lead generation, which may be
         supplemented by Promoter (television and cable broadcast infomercials
         and network marketing programs (Multi-level marketing)) Any and all ISO
         inquiries to Promoter shall be referred by Promoter directly to Selling
         Agent.

         3.2. OFFERS AND SALES OF UNITS. Selling Agent represents and warrants
         that at the time of selling the Units to a prospective purchaser
         Selling Agent will possess a factual basis of evaluating a prospective
         offeree's financial circumstances and sophistication to determine
         whether an investment in the Units is appropriate for the prospective
         offeree in light of the merits and risks of the investment in the
         Units. To that end, Selling Agent shall review any and all subscription
         applications submitted to Selling Agent by any Selling Agent ISO's to
         determine that such subscription applications have been properly
         completed, executed and, if applicable, initialed and that any investor
         completing such applications does, in fact, represents in such
         applications that such investor qualifies to invest in the Partnership.

         3.3. REPRESENTATIONS. Selling Agent shall instruct any prospective
         investor that any and all representations with respect to the Units are
         contained in and limited to the representations made in the offering
         memorandum for the Partnership in which the prospective investor is
         contemplating investing. Selling Agent shall instruct Selling Agent's
         ISO's to make no material misstatement of fact and not to omit to state
         a material fact necessary to make any statements by Selling Agent not
         misleading in connection with the offering or sale of the Units.

         3.4. COMPLIANCE WITH APPLICABLE LAWS. Selling Agent shall instruct
         Selling Agent's ISO's to comply with any and all federal, state and
         local laws applicable to their business and its activities in
         connection with this Agreement.

         3.5. PROVISION OF OFFERING MATERIALS. Any and all information provided
         to prospective investors in the Units by Selling Agent shall be limited
         to the offering memorandum, subscription agreements and limited
         liability partnership agreement for the Partnership at issue and
         related materials provided to Selling Agent by Promoter, and Selling
         Agent shall not provide any prospective investors with any additional
         information not authorized in writing or directly provided by Promoter
         in connection with the offering and sale of the Units.

                                  Page 2 of 13
<PAGE>

         3.6. COMPLIANCE ACTIVITIES. Selling Agent acknowledges and agrees that
         the performance of certain compliance activities regarding the
         independent sales offices ("ISO's") selling Partnership Units to
         investors and, if applicable, regarding investor participation in the
         Partnership is a responsibility of Selling Agent hereunder. Selling
         agent shall perform the following compliance activities ("Compliance
         Activities"), which shall include, without limitation, the following:

                  3.6.1. Selling Agent shall receive from the Partnership or, if
                  applicable, its escrow agent, a copy of each subscription
                  application package (the "Application") submitted by any
                  person or entity submitting such an application package for
                  admission as a Partner in the Partnership (such persons are
                  referred to herein as "Prospective Partners");

                  3.6.3. Selling Agent shall review each Application to
                  determine whether the Prospective Partner submitting such
                  application properly completed and executed such Application;

                  3.6.3. Selling Agent shall examine each Application to
                  determine whether the Prospective Partner completing such
                  Application meets the suitability and other qualifications set
                  forth in such Application and the Partnership Memorandum for
                  admission to the Partnership as a Partner.

                  3.6.4. Selling Agent shall contact each Prospective Partner
                  submitting an Application telephonically and obtain answers to
                  all of the questions contained in Exhibit "A" to this
                  Agreement (the "Compliance Script") in a recorded telephone
                  conversation with each such Prospective Partner.

                  3.6.5. Within ten (10) days of receipt of each Application by
                  Selling Agent, Selling Agent shall communicate in writing to
                  the Managing Partner of the Partnership, to the attention of
                  its president, whether each such Prospective Partner is
                  qualified to become a Partner in the Partnership. This
                  communication shall be in the form of Exhibit "B" attached
                  hereto and incorporated herein by this reference;

                  3.6.6. Selling Agent shall handle all communications, whether
                  oral or written, with ISO's selling the Partnership Units;

                  3.6.7. Selling Agent shall attempt to identify and contract
                  with ISO's for sales of the Partnership Units;

                  3.6.8. Selling Agent shall ensure that any and all ISO's
                  selling the Partnership Units execute and comply with the ISO
                  Agreement attached hereto as Exhibit "C" and incorporated
                  herein by this reference;

                  3.6.9. Selling Agent shall, from time to time, conduct
                  telephonic "reviews" with the offices of ISO's selling the
                  Partnership Units to ensure that such ISO's are complying with

                                  Page 3 of 13
<PAGE>

                  the terms of their ISO Agreements with the Partnership and in
                  the sole discretion of Selling Agent, may, from time to time,
                  make "field audit" trips to the physical offices of ISO's;

                  3.6.9. Selling Agent shall work with Promoter in developing
                  and securing Promoter's approval of sales scripts and
                  ancillary sales materials to be used by the ISO's in selling
                  the Units;

                  3.6.10. Selling Agent shall be telephonically available to
                  Promoter to answer questions during the Offering period; and

                  3.6.11. Selling Agent shall take such further actions as
                  Selling Agent, Promoter and the Partnership deem reasonably
                  necessary in connection with and in furtherance of this
                  Agreement and Selling Agent's duties hereunder.

4. USE OF PROMOTER'S MATERIALS. The parties agree that Promoter will provide to
Selling Agent all marketing, promotional and distribution materials to be used
by Selling Agent in the marketing and sale of the Units. Promoter will provide
no other information or materials to Selling Agent. Notwithstanding anything to
the contrary herein, Selling Agent shall arrange for the preparation of the
offering memorandum and related materials for each Partnership, such as the
Exhibits to the offering memorandum (subscription agreements, tax opinions,
limited liability partnership agreements, etc.), and any promotional video,
glossy pocket folder with promotional attachments and/or Promoter approved sales
script.

5. LEADS AND CUSTOMER LISTS. Promoter shall in no way control the method of
client and lead generation engaged in by Selling Agent or ISO's except as
provided for in 3.1 above. All partners, Prospective Partners, customers, ISO's,
leads, customer lists and related name, address, contact, referral, phone
numbers and related information, whether provided or generated by Selling Agent
or Promoter, shall at all times remain the sole and exclusive confidential
proprietary information and property of Selling Agent, and shall not be used in
any way, directly or indirectly, by Promoter or its affiliates, principals,
attorneys, agents, subsidiaries, parent entities or assigns for any purpose not
authorized in advance, in writing by Selling Agent. Notwithstanding the above,
Promoter may use such confidential proprietary information in discharging its
duties as managing partner of the partnerships,

6. COMMUNICATIONS WITH PROMOTER. Promoter shall keep Selling Agent apprised in
writing of all material information affecting the sale of the Units of any
Partnership by Selling Agent or Selling Agent's ISO's pursuant to the terms of
this Agreement.

7. RECEIPT OF PROCEEDS. All proceeds from the marketing and sale of Units by
Selling Agent will be remitted directly by the subscribing Partner to the
Partnership or, if applicable, the Partnership escrow agent, and not to Selling
Agent. Selling Agent shall not instruct any potential investor to remit any
funds directly to Selling Agent, and any funds received by Selling Agent from
any potential investor shall be forwarded via overnight courier for next day
delivery to the Partnership or the Partnership escrow agent, and no funds (or
portion thereof) so received by Selling Agent shall under any circumstances be
retained by Selling Agent.

                                  Page 4 of 13
<PAGE>

8. COMPENSATION. As full and exclusive compensation for the services provided
by Selling Agent hereunder, Promoter will grant to Selling Agent an exclusive,
freely transferable Five (5) year renewable option to market LLP partnerships
beginning on the effective date of this Agreement and expiring on September l0th
2003, which LLP partnerships shall have the right to participation in all
profits, based on 35% of the adjusted gross profits from the distribution and
offering of Power Source electricity services provided by Promoter in the State
of California in any one or all of the Districts and territories (the
"District", "Districts", "Territories" or "Territory" as the context may
require) described in Exhibit "D" attached hereto incorporated herein by this
reference and funded under this agreement. Selling Agent agrees with exclusive
minimum goal of one district minimum per month as follows, no minimum for first
60 days, one district sold each month thereafter. Unit sales shall commence
immediately upon completion of sales contract, memorandum, subscription
agreements and brochures. In the event selling agent does not attain the above
performance level then selling agent agrees to bring on board other ISO's bound
by the same terms and conditions of this agreement, under their direction and at
their expense. The option for each such Territory may be exercised by Selling
Agent or its assignees for the flat fee price of $210,000.00 to be paid by
Selling Agent or its assignee to Power Source. In the event of the exercise of
one or more of these options, the Limited Liability Partnership entity
exercising the option shall become a licensed local affiliate of West Coast
Energy Corporation and Power Source, with the exclusive right to participation
in all profits, based on 35% of the adjusted gross profits from the distribution
and offering of Promoter's retail electric in their District for a period of
(25) years, with additional rights to extend such initial period for FIVE (5)
successive FIVE (5) year terms.

This Agreement shall not be construed as a license to sell Electricity by
Selling Agent. Any understanding regarding the marketing of electricity or
electrical services by Selling Agent may be defined under separate agreement

Any ISO contracted by promoter prior to effective date of this agreement will be
divulged to Selling Agent under Exhibit E, and turned over to Selling Agent for
management. If such ISO's selling format is not in conformity with that of
Selling Agent then at Selling Agent's sole option, Selling Agent may express in
writing to Promoter Selling Agent's rejection of such ISO, in which case
Promoter shall be responsible for the management of such previously contacted
ISO, and such ISO shall be exempt from the terms of this Agreement.

ADDITIONAL COMPENSATION IN WARRANTS. Power Source hereby grants Selling Agent
39,000 warrants (the "Warrant Grant"), each warrant granting the option to
Selling Agent, or its assigns, to purchase 1 share of the Common stock of Power
Source at $2.50 per share, provided that this Warrant Grant is subject to whole
or partial reversion to Power Source pursuant to the following condition
subsequent. For each Territory described in Exhibit "D" that is not funded by or
through Selling Agent or Selling Agent's ISO's on or before September 10, 2003
(the "Funding Date"), the number of warrants granted to Selling Agent by Power
Source in the Warrant Grant shall be reduced by 1,000. For example, in the event
that Selling Agent and/or its ISO's funded only twenty (20) of the thirty nine
(39) Districts by the Funding Date, then the total number of warrants granted

                                  Page 5 of 13
<PAGE>

pursuant to the Warrant Grant would be reduced from 39,000 to 20,000 39,000
maximum Warrant Grant less (19 unfunded Territories x 1,000 warrants per
unfunded Territory).

9. TERM. The term of this Agreement shall begin on the earlier of September
10th, 1998, or the date that the last party to execute this Agreement so
executes and continue until August, 2003, unless sooner terminated pursuant to
the terms of this Agreement. Upon the expiration of the Term, the Agreement
shall only be extended by the written Agreement of both parties. The terms and
conditions of this Agreement relating to non-circumvention, proprietary and
confidential information, any options granted hereunder and any representations
and/or warranties of Promoter shall survive termination of this Agreement.

10. EARLY TERMINATION. Either party may terminate this Agreement, with or
without cause, by giving the other party (180) days written notice of its
intention to so terminate. Upon early termination pursuant to this section, or
any other section, Promoter will return any and all materials provided to it by
Selling Agent within five (5) days of the effective date of termination.
Promoter shall not retain any copies of any materials provided to Promoter by
Selling Agent relating to the Units. In the event of termination of this
Agreement, Selling Agent will, as of the effective date of such termination,
cease all activities relating to the marketing and sale of Units.

11. INDEPENDENT CONTRACTOR. Neither party shall be deemed to be an employee of
the other party, each party being an independent contractor free to pursue and
control the methods by which it achieves any result in any matter controlled by
this Agreement, subject to the terms and conditions of this Agreement. Selling
Agent shall bear full responsibility for the manner in which it conducts its
marketing and sales activities and its method of supervision over its ISO's,
employees, agents, affiliates and independent contractors.

 12. TAXES AND EXPENSES. Selling Agent is responsible for paying any and all
taxes, federal, state, local and otherwise, on income received by Selling Agent
pursuant to the terms of this Agreement. Selling Agent shall be solely
responsible for any and all expenses incurred in connection with the marketing
and sale of the Units, except for the costs of the promotional and marketing
packages which Promoter shall provide to Selling Agent at Promoter's expense.
Promoter agrees to provide such promotional and marketing packages to selling
agent at no cost to selling agent. Material provided at no cost, should not
exceed $5,000 of expense for such material per District funded by Selling Agent.

13. REPRESENTATIONS AND WARRANTIES. The parties hereto hereby undertake,
represent and warrant the following with respect to themselves, which shall
survive the termination of this Agreement:

         13.1. NO CONFLICTING OBLIGATIONS. No party has entered into any oral or
         written agreement which would impair any of the rights granted and
         obligations incurred under this Agreement, or limit the effectiveness
         of this Agreement. The execution and delivery of this Agreement will
         not result in a breach of, or default under, any other agreement, law
         or regulation to which any of the respective parties is subject;

                                  Page 6 of 13
<PAGE>

         13.2. NO THREATENED, PENDING OR CONFLICTING CLAIMS OR ACTIONS. The
         parties are not aware of any threatened, pending or conflicting claims
         or actions which may limit or impair their respective abilities to
         enter into this Agreement or adversely affect any of the rights granted
         or obligations incurred hereunder;

         13.3. NO VIOLATION OR INFRINGEMENT. The full exercise of the rights
         granted to the respective parties and the obligations incurred by the
         respective parties hereunder will not violate or infringe upon any
         rights of any third party;

         13.4. GOOD FAITH. The parties will act in good faith in connection with
         this Agreement.

         [13.5. INDEPENDENT ACCOUNTANT. The parties agree that Bandara and
         Associates accountants will act as an independent escrow agent for
         receiving and disbursing funds for each Partnership during the period
         of raising capital from investors for each such Partnership. Each
         Partnership shall bear the cost of the independent accountant for each
         such respective partnership.] DELETED TEXT

         13.6. PRO RATA PAYOUT OF FUNDS RAISED. As funds are cleared in the
         escrow account for each Partnership, the independent accountant/escrow
         agent for each such Partnership shall pay out on Friday of each week
         such funds as have cleared through the preceding Tuesday of each week.
         The total amount payable to Power Source pro rata as funds are raised
         shall be equal to $2l0,000, assuming full funding of each partnership.
         All funds shall be paid out to Power Source, Selling Agent, Selling
         Agent's ISO's and other persons and/or entities in accordance with
         written escrow instructions drafted by or at the direction of Selling
         Agent, in Selling Agent's discretion. All funds will be paid out
         according to the percentages of total offering funds to be received by
         each payee on pro rata basis.

14. PROMOTER'S REPRESENTATIONS AND WARRANTIES.

         14.1. NO BAR TO CONTRACT. Promoter is not subject to any agreement
         which would restrict its ability to enter into this Agreement with
         Selling Agent;

         14.2. NO CLAIMS OR ACTIONS. Promoter is not aware of any claims or
         actions which limit or impair the rights granted or obligations
         incurred by it hereunder;

         14.3. LIMITATION ON ACTIONS. Promoter's remedies for any actual or
         alleged breach of this Agreement by Selling Agent shall be limited to
         money damages, and the total amount of money damages to which Promoter
         shall be entitled in the event of breach of this Agreement by Selling
         Agent shall in no event exceed gross amount funded to the partnership
         by the Selling Agent pursuant to the terms of this Agreement. Further,
         Promoter shall not proceed and is absolutely barred from seeking any
         recovery of any type from any person or entity other than Selling Agent
         and ISO's, and neither Promoter, its affiliates, agents, employees,
         independent contractors, attorneys or clients may seek recovery from
         any person or entity other than Selling Agent and ISO's.

                                  Page 7 of 13
<PAGE>

         14.4. NON-CIRCUMVENTION. Promoter shall not disrupt, damage, impair, or
         interfere with the business of Selling Agent by way of interfering with
         or raiding Selling Agent's employees, or disrupt Selling Agent's
         relationships with ISO's, which Selling Agent introduces to Promoter,
         customers, leads, agents, vendors, representatives, or otherwise.
         Promoter further agrees that Promoter will not, directly or indirectly,
         for Promoter or on behalf of, or in conjunction with any other person.
         firm, partnership, or corporation, divert or take away or attempt to
         divert or take away, call on or solicit or attempt to solicit the
         business or patronage of any of Selling Agent's ISO's, customers,
         patrons, suppliers, including but not limited to those with whom
         Promoter became acquainted as a result of Selling Agent's relationship
         with Promoter, such as parties seeking to raise money for other
         projects which they may have in the future. The parties agree that
         Selling Agent's actual damages in the event of any such circumvention
         of Selling Agent by Promoter in breach of this covenant would be
         extremely difficult to determine, and therefore the parties agree that
         a reasonable estimate of such damages is an amount equal to Twenty
         (20%) of the gross offering price of any and all projects which
         Promoter undertakes to sell or otherwise participate in any way with
         any person or entity introduced to Promoter by Selling Agent who is any
         way associated with, whether directly or indirectly, Selling Agent or
         any project which Selling Agent is selling or otherwise involved.
         Promoter has disclosed all existing relationships, if any, which it has
         at the time of execution of this Agreement with any persons or entities
         who would not be subject to terms of this paragraph on a separate
         Exhibit to this Agreement, which, if applicable, is attached hereto and
         incorporated herein by this reference.

         14.5. NON-DISCLOSURE.

                  14.5.1. CONFIDENTIAL INFORMATION DEFINED. For purposes of this
                  Agreement, Promoters and Selling Agent Confidential
                  Information shall mean: proprietary ideas, techniques,
                  products, formulas, discoveries, formats, processes,
                  improvements and enhancements which relate to the development
                  and acquisition of capital, capital funding and capital
                  acquisition resources, business plans, agreements, research,
                  programs, teaching techniques, trade secrets, research and
                  development and test results, specifications, data, know-how,
                  formats, strategies, forecasts, unpublished financial data,
                  information, budgets, projections and customer and supplier
                  identities and characteristics, customer lists, customer leads
                  or potential customers or those persons or entities for whom
                  the respective Parties perform services for, marketing
                  strategies, trade secrets, copyrightable works of authorship,
                  trademarks and service marks and like information.
                  Confidential Information shall be defined broadly and shall
                  also include the following: 1) any information that has
                  commercial value or other utility in the business of the
                  respective Parties or their Customers or that the respective
                  Parties or their Customers are likely to engage in, and 2) any
                  information which if disclosed, would be detrimental to the
                  respective Parties or their Customers, whether or not such
                  information is identified as Confidential Information.

                  14.5.2. HANDLING OF CONFIDENTIAL INFORMATION. Promoter and
                  Selling Agent acknowledge that the Confidential Information is
                  essential to the goodwill of the business of Promoter and
                  Selling Agent. Promoter and Selling Agent shall hold and
                  maintain the Confidential Information in strictest confidence

                                  Page 8 of 13
<PAGE>

                  and in trust for the sole and exclusive benefit of Promoter
                  and Selling Agent. Promoter and Selling Agent shall not use
                  for its own benefit, publish or otherwise disclose to others,
                  or permit the use by others for their benefit. Promoter and
                  Selling Agent shall carefully restrict access to the
                  Confidential Information to those of its officers, directors,
                  and employees who clearly need such access in order to
                  participate on behalf of Promoter and Selling Agent in
                  discharging the duties of Promoter and Selling Agent
                  hereunder. Promoter and Selling agent will advise each of the
                  persons to whom it provides access to any of the Confidential
                  Information that such persons are strictly prohibited from
                  making any use, publishing or otherwise disclosing to others,
                  or permitting others to use for their benefit or to the
                  detriment of Promoter and Selling Agent, any of the
                  Confidential Information. Promoter and Selling Agent shall
                  take all necessary action to protect the confidentiality of
                  the Confidential Information, except for its disclosure as
                  stated in this paragraph.

         14.6. AUTHORITY. The person or persons executing this Agreement on
         behalf of Promoter and Selling Agent are duly authorized by any
         necessary action of Promoter and Selling Agent to execute this
         Agreement on Promoter's and Selling Agent's behalf and such person or
         persons possess(es) the authority to so execute.

         14.7. PROVISION OF MANAGING PARTNER FOR PARTNERSHIPS. Selling Agent
         shall be responsible for the designation and establishment of the
         initial managing Partner for each partnership until such time as the
         partnership has been established and funded, at which time West Coast
         Energy agrees to assume partnership management The initial managing
         partner's duties shall include but not be limited to receiving all
         correspondence from Unit purchasers, immediately depositing all funds
         received from investors to Accountants bank LLP trust account,
         preparing receipt for deposit and funds distribution report to
         accountants, preparing records to be turned over to West Coast Energy
         at completion of each LLP's funding, same day notification and full
         disclosure to PCFG of receipt of purchaser information and subscription
         agreement, notifying purchasers of all company news releases and
         arranging for required tax reporting with accountants.

         14.8. CONTRACT BETWEEN PROMOTER ENTITIES. West Coast Energy Co. has
         contracted with Power Source to arrange for the provision of the
         energy, electricity, expertise and services necessary to permit each
         Partnership to accomplish the marketing, distribution and resale of
         electricity to the retail market place, to hold, invest, utilize,
         develop, sell and otherwise properly manage each Partnership and any
         distributions to each Partnership and distributions to each
         Partnership's investors. Additionally through contracts between West
         Coast Energy Co. and Power Source and between those entities and third
         parties, Promoter has the resources and will provide to each
         Partnership in sufficient quantities to reasonably satisfy demand in
         each Partnership Territory wholesale energy, advertising, promotion,
         retail sales generation, support and service, monthly billing systems
         for retail customers, operating reports, net earnings reports and
         mechanisms for distribution of earnings to each Partnership and each

                                  Page 9 of 13
<PAGE>

         such Partnership's investors on a calendar quarterly basis, with the
         first such distribution for each such Partnership to occur on the date
         that is six months after the date of commencement of operations for
         each such Partnership.

         14.9. EXCLUSIVITY OF AGREEMENT. This Agreement grants exclusive rights
         to fund partnership units for the subject matter of this Agreement to
         Selling Agent for each and every Territory described in Exhibit D,
         subject to Selling Agent's meeting the minimum performance standards
         described herein. Selling Agent shall have non-exclusive rights with
         respect to the marketing of power within each Territory.

         14.10. LIQUIDITY OPTION. Promoter shall establish and provide to the
         investors in each Partnership a mechanism for exchanging Partnership
         interests for an interest in Power Source within six (6) months of the
         full funding of each Partnership.

15. DEVOTION OF RESOURCES TO PROJECT. Promoter shall devote the resources, time,
skill and effort necessary or helpful to fulfill its obligations, commitments
and duties set forth in this Agreement. Promoter understands and agrees that
Selling Agent may promote, market and sell investments, opportunities and
ventures other than the Units so long as such activities do not materially
interfere with Selling Agents obligations, commitments and duties under this
Agreement.

16. ASSIGNMENT. Selling Agent may assign, transfer or otherwise encumber this
Agreement or the rights hereunder. Promoter may only assign its rights, interest
or duties in this Agreement provided the assignee/transferee is qualified,
licensed and fully capable, including financially capable of carrying on the
operations, duties, distributions and responsibilities of the Promoter to the
Partnerships and their mutual customers and suppliers.

17. REPRESENTATION OF UNDERSTANDING. All parties to this Agreement acknowledge
and agree that the terms of this Agreement are contractual and not mere recital,
and all parties represent and warrant that they have carefully read this
Agreement, have fully reviewed its provisions with their attorneys, know and
understand its contents and sign the same as their own free acts and deeds.

18. ENTIRE AGREEMENT. This Agreement and its attachments and references attached
hereto and discussed herein reflect the final expression of the parties'
agreement and contains a complete and exclusive statement of the terms of that
Agreement, which terms supersede all previous verbal and written agreements.
There are no other agreements, representations, or warranties not set forth
herein. No part of this Agreement may be amended or modified in any way unless
such amendment or modification is expressed in a writing signed by all parties
to this Agreement.

19. GOVERNING LAW. The parties to this Agreement agree that all questions
respecting the negotiation, execution, construction, interpretation or
enforcement of this Agreement, or the rights, obligations and liabilities of the
parties hereto, shall be determined in accordance with the applicable provisions
of the laws of the State of California, as amended from time to time.

20. NOTICES. All notices or other documents under this Agreement shall be in
writing and delivered personally or mailed by certified mail, postage prepaid,
addressed to the party being noticed at its last known address.

                                  Page 10 of 13
<PAGE>

21. NON-WAIVER. The failure of any party to insist upon the prompt and punctual
performance of any term or condition in this Agreement, or the failure of any
party to exercise any right or remedy under the terms of this Agreement on any
one or more occasions shall not constitute a waiver of that or any other term,
condition, right, or remedy on that or any subsequent occasion, unless otherwise
expressly provided for herein.

22. BINDING EFFECT. The provisions of this Agreement shall be binding upon and
inure to the benefit of each of the parties and their respective successors and
assigns. Nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person, partnership, or corporation, other
than the parties, their successors and assigns, any benefits, rights, or
remedies under or by reason of this Agreement, except to the extent of any
contrary provision herein contained.

23. ATTORNEYS FEES. Should it be necessary to institute any action to enforce
the terms of this Agreement, the parties hereby agree that the prevailing party
in any such action shall be entitled to recover its reasonable attorneys' fees.
Attorneys' fees and costs include but are not limited to costs for expert
witness and any appeals. This paragraph shall remain independent from any
judgment entered to enforce its terms, shall not merge therewith, and shall
entitle the prevailing party to attorneys' fees and costs incurred in connection
with post judgment collection and enforcement efforts.

24. SEVERABILITY. If any provision of this Agreement is held by a court to be
unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall be unaffected by such holding.

25. CONSTRUCTION. This Agreement was drafted jointly by the parties and their
attorneys, and its provisions shall not be construed against either party.

26. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument. When all of the parties and signatories have
executed any copy hereof, such execution shall constitute the execution of this
Agreement.

27. NON-WAIVER. The failure of any party to insist upon the prompt and punctual
performance of any term or condition in this Agreement, or the failure of any
party to exercise any right or remedy under the terms of this Agreement on any
one or more occasions shall not constitute a waiver of that or any other term,
condition, right, or remedy on that or any subsequent occasion, unless otherwise
expressly provided for herein.

28. HEADINGS. Headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.

                                  Page 11 of 13
<PAGE>


IN WITNESS WHEREOF, the parties execute this Agreement.

SELLING AGENT
POWER CAPITAL FUNDING GROUP, INC.
A California Corporation


By: /s/ Ron Johnson                   & By: /s/ Ron Johnson
    ----------------------------            ----------------------------
    Ron Johnson, President                                 , Secretary




PROMOTER
POWER SOURCE, INC.
a ________________ Corporation

________________________, INC.


By: /s/ Roman Gordon                  & By: /s/ Illya Bond
    ----------------------------            ----------------------------
    Roman Gordon, President                 Illya Bond, Secretary


AND CO-PROMOTER

WEST COAST ENERGY CO., INC.
a ________________ Corporation

________________________, INC.

By:                                   & By:
    ----------------------------            ----------------------------
                     , President                            , Secretary


                                  Page 12 of 13