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EXHIBIT 5.3.2

                                 PROMISSORY NOTE

$58,500                                                          Los Angeles, CA
                                                                  March 12, 2001

         FOR VALUE RECEIVED, ROMAN GORDON promises to pay to the order of
PowerSource Corporation the principal sum of fifty-eight thousand five hundred
dollars ($58,500) together with interest thereon from date at the rate of four
percent (4%) per annum until maturity, said principal and interest must be paid
as a lump sum on or before March 12, 2004. Interest accrued through this note
may be reduced upon early payment by Roman Gordon. The early payment interest
rate will be calculated on a compound monthly basis without penalty or premium.

         The principal payments, that sum to the total indicated, will be
received by Roman Gordon in periodic transfers throughout the calendar year
2001. The amount of each transfer of principal and its timing are at the sole
discretion of PowerSource Corporation ("the note holder").

         This note is secured by an appropriately calculated number of stock
options owned by Roman Gordon and pledged to PowerSource Corporation as the
designated holder of this Note. The number of options to secure this note are
based on the then current average price of the underlying value of the shares
for a representative period immediately preceding the date of commitment. This
value is deemed to be thirty-five cents ($0.35) per share based on recent
closing prices of PowerSource Corporation common stock (ticker symbol: "PSRE").
Therefore, the number of stock options pledged by Roman Gordon as security for
this Note is 167,143 stock options.

         In the event that any payment of principal and/or interest is not made
within thirty (30) days that same is due, which event shall constitute an "Event
of Default" hereunder. The full remedy for an Event of Default is the complete
relinquishment of all security posted for this Note by Roman Gordon.

         This Note and the instruments securing it are to be governed,
interpreted and construed by, through and under the laws of the state of
California.

         Any notice to be given or to be served upon any party hereto, in
connection with this Note, must be in writing, and be given by certified or
registered mail and shall be deemed to have been given and received on the third
(3rd) business day after a certified or registered letter contained such notice,
properly addressed, with postage prepaid, is deposited in the United States
mail; and if given otherwise then by certified mail, it shall be deemed to have
been given when delivered to and received by the party to whom it is addressed.

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         IN WITNESS WHEREOF, the recipient has caused this note to be executed
in its name on the day and year above written.

RECIPIENT                                    NOTE HOLDER
---------                                    -----------

/S/ Roman Gordon                             /S/ E. Douglas Mitchell
---------------------------                  ------------------------------
Roman Gordon                                 E. Douglas Mitchell, President
                                             for PowerSource Corp

                                            /S/ Illya Bond
                                            -------------------------------
                                            Illya Bond, CEO
                                            for PowerSource Corp..

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