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EXHIBIT 3.5.1

                         EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and effective this March 1, 2000
by and between PowerSource Corporation ("Company") and Roman Gordon
("Executive").

NOW, THEREFORE, the parties hereto agree as follows:

1.       Employment.

Company hereby agrees to initially employ Executive as Chairman of the Company
and Executive hereby accepts such employment in accordance with the terms of
this Agreement and the terms of employment applicable to regular employees of
Company. In the event of any conflict or ambiguity between the terms of this
Agreement and terms of employment applicable to regular employees, the terms of
this Agreement shall control. Election or appointment of Executive to another
office or position, regardless of whether such office or position is inferior to
Executive's initial office or position, shall not be a breach of this Agreement.

2.       Duties of Executive.

The duties of Executive shall include the performance of all the duties typical
of the office held by Executive as described in the bylaws of the Company and
such other duties and projects as may be assigned by a superior officer of the
Company, if any, or the board of directors of the Company. Executive shall
devote his entire productive time, ability and attention to the business of the
Company and shall perform all duties in a professional, ethical and businesslike
manner. Executive may be engaged directly or indirectly in any other business,
as long as it does not jeopardize his executive duties in relation to the
Company.

3.       Annual Compensation and Long - Term Compensation

Executive will be paid compensation during this Agreement as follows:

A. A base salary of $8,000.00 per month for the first 6 month of this Agreement,
effective March 1, 2000. At the end of the first 6 month and shall continue at
$9,500.00 per month until January 1, 2002, at which time the salary will
increase to $13,000.00 per month and shall remain constant for the term of this
Agreement. This salary is payable in installments according to the Company's
regular payroll schedule. The base salary shall be adjusted at the end of each
year of employment at the discretion of the board of directors.

B. An incentive salary equal to 1.5% of the adjusted net profits of the Company
beginning with the Company's year end December 31 1999 and each fiscal year
thereafter during the term of this Agreement. "Adjusted net profit" shall be the
net profit of the Company after federal and state income taxes, determined in
accordance with generally accepted accounting practices by the Company's


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independent accounting firm and adjusted to exclude: (I) and incentive salary
payments paid pursuant to this Agreement; (ii) any contribution to pension
and/or profit sharing plans; (iii) any extraordinary gains or losses (including,
but not limited to, gains or losses on disposition of assets); (iv) any refund
or deficiency of federal and state income taxes paid in a prior year; and (v)
any provision for federal or state income taxes made in prior years which is
subsequently determined to be unnecessary. The determination of the adjusted net
profits made by the independent accounting firm employed by the Company shall be
final and binding upon Executive and Company. The incentive salary payment shall
be made within thirty (30) days after the Company's independent accounting firm
has concluded its audit. If the final audit is not prepared within ninety (90)
days after the end of the fiscal year, then Company shall make a preliminary
payment equal to fifty percent (50%) of the amount due based upon the adjusted
net profits preliminary determined by the independent accounting firm, subject
to payment of the balance, if any, promptly following completion of the audit by
the Company's independent accounting firm.

C.       Long-Term Compensation

The long-term compensation program consist of stocks options and a performance
stock program.

STOCK OPTION: The Company's Board of Directors will determine the size of option
grants base on Committee reviewed survey data covering other companie's
practices in the same industry.

PERFORMANCE STOCK PROGRAM: The Performance Stock Program is a multi-year program
for the Company's senior executives and is a part of this Agreement. This type
of compensation will be determent by the Board of Directors, no later then by
the end of the first quarter of year 2000.

BONUSES: Under the Company's annual bonus plan, a target bonus is set for each
Executive. The target bonus ranged from 10 percent of base salary to 50 percent
of base salary. The Board of Directors established at the beginning of the year
a performance threshold for the year. The plan provides that no bonuses will be
paid to the Company's "covered employees" if the performance threshold is not
met.

LEADERSHIP AND DEVELOPMENT BONUS: The Board of Directors will review and
establish Company's leadership and organization development plans, as well as
the Company's profiles for succession candidates.


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4.       Benefits

A. Holidays. Executive will be entitled to all legal paid holidays each calendar
year and seven personal days. Company will notify Executive on or about the
beginning of each year with respect to the holiday schedule for the coming year.
Personal holidays, if any, will be scheduled in advance subject to requirements
of Company. Such holidays must be taken during the calendar year and cannot be
carried forward into the next year. Executive is not entitled to any personal
holidays during the first six months of employment.

B. Vacation. Following the first six months of employment, Executive shall be
entitled to 3 weeks paid vacation each year and shall be taken in no more than 2
consecutive weeks.

C. Sick Leave. Executive shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of Company. Additional sick
leave or emergency leave over and above paid leave provided by the Company, if
any, shall be unpaid and shall be granted at the discretion of the board of
directors.

D. Medical and Group Life Insurance. Company agrees to include Executive in the
group medical and hospital plan of North Star Enterprises and provide group life
insurance for Executive at no charge to Executive in the amount of 500000 during
this Agreement. Executive shall be responsible for payment of any federal or
state income tax imposed upon these benefits.

E. Pension and Profit Sharing Plans. Executive shall be entitled to participate
in any pension or profit sharing plan or other type of plan adopted by Company
for the benefit of its officers and/or regular employees.

F. Expense Reimbursement. Executive shall be entitled to reimbursement for all
reasonable expenses, including travel and entertainment, incurred by Executive
in the performance of Executive's duties. Executive will maintain records and
written receipt as required by the Company policy and reasonably requested by
the board to substantiate such expenses.

5. Terms and Termination

A. The Initial Term of this Agreement shall commence on March 1, 2000 and it
shall continue in effect for a period of 3 years. Thereafter, the Agreement
shall be renewed upon the mutual agreement of Executive and Company. This
Agreement and Executive's employment may be terminated at Company's discretion
only after the Initial Term, provided that Company shall pay to Executive an
amount equal to servance pay equal to that month's salary. In the event of such
a discretionary termination, Executive shall not be entitled to receive any
incentive salary payment or any other compensation then in effect, prorated or
otherwise.


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B. This Agreement and Executive's employment may be terminated by Company at its
discretion at any time after the Initial Term, provided that in such case,
Executive shall be paid servance pay of 2 month's salary. In the event of a
discretionary termination, Executive shall not be entitled to receive any
incentive salary payment or any other compensation then in effect, prorated or
otherwise.

C. This Agreement may be terminated by Executive at Executive's discretion by
providing at least thirty (30) days written notice to Company. In the event of
termination by Executive pursuant to this subsection, Company may immediately
relieve Executive of all duties and immediately terminate this Agreement,
provided that Company shall pay Executive at the then applicable base salary
rate to the termination date included in Executive's original termination
notice.

D. In the event Company is acquired, or is the non-surviving party in a merger,
or sells all or substantially all of its assets, Company will use its best
efforts to transfer this Agreement and use its best efforts to ensure that the
transferee or surviving company is bound by the provisions of this Agreement.

6.       Notices

Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;

         If to Company:
         PowerSource Corporation
         3660 Wilshire Blvd., Suite 1104
         Los Angeles, CA 90010

         If to Executive:
         Roman Gordon

7.       Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only be a further
writing that is duly executed by both parties.

8.       Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of
the state of California.


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9.       Headings.

Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.

10.      No Assignment.

Neither this Agreement nor any interest in this Agreement may be assigned by
Executive without the prior express written approval of Company, which may be
withheld by Company at Company's absolute discretion.

11.      Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had been included.

12.      Arbitration.

The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. Any such arbitration shall be
conducted in Los Angeles, CA, or such other place as may be mutually agreed upon
by the parties. Within fifteen (15) days after the commencement of the
arbitration, each party select one person to act arbitrator, and the two
arbitrators so selected shall select a third within ten (10) days of their
appointment. Each party shall bear its own costs and expenses and an equal share
of the arbitrator's expenses and administrative fees of arbitration.

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

Company
PowerSource Corporation                            Executive

/s/ Illya Bond                                     /s/ Roman Gordon
-----------------------                            --------------------
Illya Bond                                         Roman Gordon

/s/ German Teitelbaum
-----------------------
German Teitelbaum