UNIFIED SCHOOL DISTRICT NO. 500,
                         WYANDOTTE COUNTY, KANSAS

            ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT


SUBCONTRACTOR: THE FAGAN COMPANY

SCOPE:              MECHANICAL

ADDRESS:       3125 Brinkerhoff Road
               Kansas City, KS 66115

TELEPHONE:     913/621-4444               LICENSE #:_____________
FAX:           913/621-3626


This  Engineering,  Procurement and Construction Agreement ("Agreement") is
made  effective  as of  March  31,  1998,  by  and  between  Onsite  Energy
Corporation, a Delaware  corporation  having  its  principal offices at 701
Palomar  Airport Road, Suite 200, Carlsbad, CA 92009  ("Onsite"),  and  The
Fagan Company,  a Kansas corporation having its principal place of business
at 3125 Brinkerhoff Road, Kansas City, KS 66115 ("Subcontractor").

SECTION 1.   STATEMENT  OF  WORK.   In  exchange  for the consideration set
forth  in Section 3 below, Subcontractor agrees to furnish  all  materials,
labor, tools,  equipment  and  supplies  necessary  to perform all work set
forth in EXHIBIT 1 attached hereto and incorporated herein (the "Work") for
the lighting efficiency project (the "Project") being implemented by Onsite
at the facilities set forth on EXHIBIT 2 attached hereto  (the  "Premises")
for Unified School District No. 500, Wyandotte County, Kansas ("Customer"),
all  in accordance with the Contract Documents, which mean and include  (i)
this Agreement  and all exhibits, schedules and amendments hereto; (ii) the
scope of the Work  attached  hereto as EXHIBIT 1; and (iii) any final plans
and  specifications  as modified  and  approved  by  Onsite,  Customer  and
Subcontractor.

SECTION 2.  PREVAILING WAGE.  To the extent required by law, all Work shall
be performed in compliance with applicable prevailing wage laws.

SECTION 3.  PAYMENTS.  Onsite agrees to pay Subcontractor for the materials
furnished and the Work  performed in accordance with this Agreement the sum
of One Million Three Hundred  Eighty-One  Thousand  Four Hundred Fifty-Nine
Dollars ($1,381,459) (the "Contract Price").  Any changes  to  the Contract
Price  will  be  in  accordance  with  Section  6 herein.  Unless otherwise
instructed by Onsite, Subcontractor shall initiate  the  Work  upon receipt
from Onsite of a written notice to proceed (the "Notice to Proceed").

Onsite shall pay Subcontractor for the Work in accordance with the  Project
Milestone  Schedule  below, unless the same is altered by written agreement
of the parties in accordance  with  this  Section  3.  Upon  Completion (as
defined below) of the applicable portion of the Work in accordance with the
Project  Milestone  Schedule  below, Subcontractor shall furnish  Onsite  a
detailed invoice (each an "Invoice")  for  such  Work,  accompanied by such
substantiating data as Onsite may reasonably require, including vendors and
subcontractor's lien releases and invoices.  Onsite shall pay Subcontractor
the  amount  of each Invoice within thirty (30) days after  Acceptance  (as
defined below).  Any Invoice not paid within thirty (30) days of Acceptance
shall be deemed  delinquent  and  shall bear interest from the date of such
invoice at the rate of one and one-half percent (1.5%) per month until paid
in full.  Such interest shall not exceed the maximum rate permitted by law.
In no case shall the information pertaining  to  Onsite payment delinquency
be  construed  as  an  alternative performance provision  for  payment  due
Subcontractor.

Upon Final Acceptance, as  defined  below,  Subcontractor  shall provide to
Onsite an invoice (the "Final Invoice") (i) summarizing and reconciling all
previous payments on Invoices; and (ii) setting forth all amounts  due  and
owing by Onsite to Subcontractor for work performed by Subcontractor per  a
Contract  Change  Order  (as defined below) ("Contract Change Order Work").
Within thirty (30) days of the receipt and approval of the Final Invoice by
Onsite, Onsite shall pay Subcontractor  (i)  the remaining balance, if any,
of the Contract Price due and owing to Subcontractor;  and (ii) any amounts
due and owing for Contract Change Order Work (the "Final Payment").

Payments  will  be made to Subcontractor in accordance with  the  following
Project Milestone Schedule:

1.   Within forty-five (45) days of Subcontractor's
     receipt of the Notice to Proceed (30%)           $414,437.70

2.   Upon Completion and Acceptance by Customer of the
     following facilities: Arrowhead Elementary, Career Learning
     Center, Coronado Elementary, Transportation, Whittier Elementary
     School, Argentine Library, Central Middle School, Pearson
     Elementary School, West Library                   $51,877.80

1.        Upon Completion and Acceptance by Customer of the
     following facilities: Argentine Middle School, Bethel Elementary
     School, Grant Elementary, Noble Prentis School, Rosedale Middle
     School, Rushton Elementary School $135,538.20

2.        Upon Completion and Acceptance by Customer of the
     following facilities: Central Prevention, Douglas Elementary
     School, Harmon High School $156,465.60

3.        Upon Completion and Acceptance by Customer of the
     following facilities: Hazel Grove Elementary, Huyck Elementary
     School, Lindbergh Elementary School, Northwest Middle
     School, Stoneypoint North, West Middle School $225,710.40

4.        Upon Completion and Acceptance by Customer of the
     following facilities: Main Library, Parker Elementary School,
     Stanley Elementary School $144,766.20

5.        Upon Completion and Acceptance by Customer of the
     Following facilities: Storeroom, Sumner Academy, Ware
     Elementary, Washington High School, Welborn Elementary
     School, Wyandotte High School $114,517.20
8.   Upon Final Acceptance (as defined below)
     by Customer of the Work (10%)                    $138,145.90

                                        TOTAL:      $1,381,459.00

Subcontractor and  Onsite acknowledge that the facility groupings set forth
in each of the Milestones  above may need to be revised after Subcontractor
commences performance of the  Work  in  order  to group together facilities
that are located near one another or facilities  at  which  similar Work is
being  performed  by  Subcontractor. In the event Subcontractor  determines
that the above facility  groupings  should  be revised, Subcontractor shall
notify  Onsite,  and  provide to Onsite Subcontractor's  proposed  facility
groupings.  Onsite  shall   promptly   meet  with  Subcontractor  regarding
Subcontractor's proposed facility groupings,  and upon the agreement of the
parties to a revised facility grouping, and corresponding revised Milestone
payment  schedule, the parties shall execute a written  amendment  to  this
Agreement setting forth the revised Project Milestone Schedule.

"Acceptance" is contingent upon successful completion of some or all of the
Work, as applicable  ("Completion"),  including  but not limited to a post-
installation inspection of the Work by Onsite, at  Onsite's option, and the
execution  by  Customer  and  Subcontractor  of an Interim  Certificate  of
Completion and Acceptance (substantially in the  form  attached  hereto  as
EXHIBIT  3 and incorporated herein), or other form of written evidence from
Customer  of  its  acceptance  of  the  applicable  portion  of  the  Work,
accompanied  by  documented  evidence  (in  the  form  of lien releases and
similar  documents),  as  applicable  and  at  Onsite's  option,  that  all
Subcontractor's  obligations  to laborers, subcontractors, materialmen  and
others who have Mechanics Lien  Rights or other legal claims related to the
Project have been satisfied.  "Final  Acceptance"  shall be deemed to occur
upon execution by Customer and Onsite of any form of  written evidence from
Customer of its final acceptance of the Work.

SECTION 4.  SCOPE OF AGREEMENT.  Subcontractor certifies  and  agrees  that
Subcontractor  is fully familiar with all terms, conditions and obligations
of the Contract  Documents, the location of the Project, and the conditions
under which the Work is to be performed, and that Subcontractor enters into
this Agreement based upon Subcontractor's investigation of all such matters
and is in no way relying  upon any opinions or representations of Onsite or
Customer.  It is also agreed  and  understood that Subcontractor has relied
on manufacturer's information and specifications  for  equipment  and  that
Subcontractor  will  not  be  bound  by any misrepresentations or falsities
pertaining  to  the information provided  by  such  manufacturers.   It  is
further agreed that  Contract  Documents are incorporated in this Agreement
by this reference, with the same  force  and effect as if the same were set
forth at length herein, and that Subcontractor  and its subcontractors will
be and are bound by any and all of said Contract  Documents insofar as they
relate  in  any  part or in any way, directly or indirectly,  to  the  Work
covered by this Agreement.

SECTION 5.  CLEAN-UP.   Clean-up  of  Subcontractor and its subcontractors'
waste  materials  and  refuse  will  be  the  full  responsibility  of  the
Subcontractor.  If Subcontractor fails to  assume this responsibility, then
said  clean-up  work will be performed by Onsite  and  the  Contract  Price
reduced by an amount equal to the cost to Onsite of the same.

SECTION 6.  CHANGES  IN  THE  WORK.   It  is  the  expressed intent of this
Agreement  that  Subcontractor  perform  the  Work acting  as  a  "turnkey"
provider of goods and services with full expectations  that  changes in the
scope  of  the  Work  necessitating  pricing  changes,  or  relaxation   in
requirements as provided herein, will not be required.  Except as otherwise
set  forth  in  Section  3  above regarding the Project Milestone Schedule,
Subcontractor shall adhere strictly  to  the  Contract  Documents  unless a
change  therefrom  is  authorized  in  writing  (a "Contract Change Order,"
substantially  in  the  form  attached  hereto  as EXHIBIT  5)  by  Onsite.
Subcontractor  hereby  agrees  to  make  any and all changes,  furnish  the
materials and perform the Work that Onsite  may  require  at  a  reasonable
addition to the Contract Price as stated herein.  Subcontractor shall  give
written  notice  of any Work for which extra compensation is required prior
to  performing  the   Contract   Change   Order  Work.   Onsite  shall  pay
Subcontractor any amounts due and owing for  any Contract Change Order Work
performed by Subcontractor upon Final Acceptance in accordance with Section
3.

SECTION 7.  TIME AND MANNER OF PERFORMANCE.  Subcontractor  shall  commence
performance  of  this  Agreement  forthwith  upon  receipt of the Notice to
Proceed  and  shall  furnish  all  materials, labor, tools,  equipment  and
supplies necessary for the performance  of  this  Agreement  in  a  proper,
efficient  and  workmanlike  manner.   Subcontractor shall execute the Work
undertaken in a prompt and diligent manner  so  as  to  promote the general
progress of the entire design, construction and start-up, and shall not, by
delay  or  otherwise, interfere with or hinder the work of  Onsite  or  any
other subcontractor.  Subcontractor  agrees to conduct all work in a manner
which minimizes disruption to Customer's  education  program  and  business
operations.

SECTION  8.   SUBSTANTIAL  COMPLETION AND LIQUIDATED DAMAGES. Subcontractor
shall achieve substantial completion  of  the  Work (that is, Completion of
ninety percent (90%) or more of the Work), as evidenced by the execution of
some form of written documentation by Customer (and  acceptable  to Onsite)
of Customer's agreement of Substantial Completion, not later than  February
26,  1999  (the  "Substantial  Completion  Date").   Subcontractor shall be
subject  to  a charge for liquidated damages of Two Hundred  Fifty  Dollars
($250) per day  for  each  day  that  Substantial  Completion  exceeds  the
Substantial  Completion  Date.   The  parties agree that because the actual
amount  of  damages  Onsite would incur as  a  result  of  any  failure  of
Subcontractor  to  achieve   Substantial   Completion  by  the  Substantial
Completion Date is difficult to calculate, the amount of liquidated damages
set forth herein is reasonable and is not being imposed as a penalty.

SECTION  9.  WORKMANSHIP.  Every part of the  Work  shall  be  executed  in
accordance  with  the  Contract  Documents  in  a  sound,  workmanlike  and
substantial manner.  All workmanship shall be of good quality and materials
used  shall  be  furnished in ample quantities to facilitate the proper and
expeditious execution  of  the  Work,  and  shall  be  reasonable  for  the
applications.

SECTION  10.   ASSIGNMENT OF CONTRACT.  Subcontractor shall have the right,
with the written  consent  of  Onsite,  which  shall  not  be  unreasonably
withheld,  and  of  Customer,  if  required  under Onsite's agreement  with
Customer, to assign, transfer or sublet any portion  or  part  of  the Work
required  by  this  Agreement.   Onsite  may  assign,  transfer  or grant a
security  interest  in  any of its rights under this Agreement without  the
prior written consent of  Subcontractor,  and may assign or transfer any of
its  obligations under this Agreement with the  prior  written  consent  of
Subcontractor, which shall not be unreasonably withheld.

SECTION   11.    INSURANCE.    Subcontractor  shall  provide  and  maintain
throughout  the Term of this Agreement  Workers'  Compensation,  Commercial
General  Liability,   Contractual   Liability,   Comprehensive   Automobile
Liability  and  Floaters  Installation  Insurance  at the following minimum
limits:

     a.   WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY  INSURANCE  with a
limit  of  $500,000  (or  such  higher  limit as may be required by law) to
provide for payment to Subcontractor's employees,  and/or their dependents,
employed on or in connection with the Work covered by  this  Agreement,  of
Workers' Compensation benefits in accordance with applicable laws.
     b.   (i)   COMMERCIAL   GENERAL   LIABILITY   INSURANCE  covering  all
operations, including completed operations and contractual  liability, with
the  following  limits:   $1,000,000  per  occurrence,  $2,000,000  general
aggregate and $2,000,000 completed operations aggregate; and (ii) EXCESS or
UMBRELLA  LIABILITY  INSURANCE with the following limits:   $2,000,000  per
occurrence and $2,000,000 general aggregate.

     c.   PRIMARY  COMPREHENSIVE   AUTOMOBILE  PUBLIC  LIABILITY  INSURANCE
covering owned, non-owned and hired automotive equipment used in connection
with Subcontractor's operations, with  a  combined  single limit for bodily
injury or death and property damage of $1,000,000 per accident.

     d.   INSTALLATION  FLOATER  INSURANCE  covering  the   equipment   and
materials  being  installed  in  the  performance  of  the  Work while such
equipment  and  materials are in transit, at the job site or the  Premises,
and after installation  pending  Acceptance  of the same by Customer, in an
amount equal to the cost to replace the equipment  and  materials with like
kind  and  quality.   This  insurance  shall  be  on  an  "all risk"  basis
including,  but  not  limited to, the perils of fire, vandalism,  malicious
mischief and theft.

In the event any of the  Work  hereunder is contracted to subcontractors by
Subcontractor, Subcontractor will  require  its subcontractors to carry and
maintain the same insurance as specified above.  Onsite  and Customer shall
be  included as additional insureds on the liability insurance  policy(ies)
specified herein.  The naming of Onsite and Customer as additional insureds
shall  not  obligate Onsite or Customer to pay any premium on the policies.
Such insurance  shall be primary insurance and shall contain a Severability
of Interest clause  with  respect  to  each insured.  The "Other Insurance"
clause of such policies shall be modified,  if  necessary,  to specify that
any separate insurance maintained in force by Onsite or Customer  shall  be
considered  excess  insurance  and  shall  not  contribute  with  insurance
extended  by  Subcontractor's and/or subcontractor's insurer(s) under  this
requirement.

Subcontractor shall,  ten  (10)  days  before  commencing  Work  under this
Agreement  (unless otherwise agreed by Onsite), and prior to expiration  of
any policy of  insurance  specified  herein,  deliver to Onsite, Attention:
Audrey Nelson Stubenberg, Esq., two (2) originals  of the Certificate(s) of
Insurance  completed  by  Subcontractor  and its subcontractor's  insurance
carrier or agent certifying that minimum insurance  coverage,  as  required
above,  is in effect and will not be canceled or changed until thirty  (30)
days after  written  notice is given to Onsite and Customer.  Subcontractor
shall  immediately  notify   Onsite   and  Customer  upon  receipt  of  any
cancellation notice.

SECTION 12.  ADDITIONAL REQUIREMENTS.   Subcontractor, any of its officers,
agents, employees or servants, further agrees:

          (1)  to  indemnify and hold to hold  harmless,  and  hereby  does
indemnify  and hold harmless,  Onsite  from  any  and  all  claims,  suits,
liability or patent rights arising in connection with this Agreement or the
performance of the Work;

          (2)  to  pay  promptly  all valid bills and charges for material,
labor or otherwise in connection with or arising out of this Agreement, and
hereby indemnifies and holds harmless Onsite from and against all liens and
claims  for labor and material filed  against  the  property  or  any  part
thereof,  and  from  and  against  all expenses and liability in connection
therewith, including but not limited  to  court  costs  and attorney's fees
resulting or arising therefrom, by others than Subcontractor. Should Onsite
receive  notice  of  unpaid bills or charges in connection with  the  Work,
Subcontractor shall forthwith pay and discharge the same and cause the same
to be released of record,  or  shall  furnish Onsite with proper indemnity,
either by satisfactory corporate surety  bond or satisfactory title policy;
and

          (3)  to  obtain and pay for all permits,  licenses  and  official
inspections made necessary  by  this  Work,  and  to  comply with all laws,
ordinances  and  regulations bearing on the Work and the  conduct  thereof.
Subcontractor represents  and  warrants  that  Subcontractor  is a licensed
contractor in good standing under the laws of the jurisdiction in which the
Project   is   located  and  agrees  to  furnish  Onsite  with  a  copy  of
Subcontractor's  license  upon  execution  of this Agreement.  In addition,
Subcontractor,  a  corporation,  represents  that   Subcontractor   (i)  is
organized under or authorized to do business under the laws of the State of
Kansas; and (ii) is authorized to transact business under and in accordance
with the laws of the state where the Project is located.

SECTION 13.  GUARANTEES AND WARRANTIES.

     a.   WORKMANSHIP AND MATERIALS.  Subcontractor warrants and guarantees
the Work performed, and materials utilized in the performance of the  same,
under  this  Agreement  shall be free from material defects for a period of
one (1) year from the date  of  Acceptance of the same by Customer (or such
longer period as may be provided  by  law).   Subcontractor shall, within a
reasonable amount of time after written notice  thereof  from Onsite and/or
Customer, correct such defects to the reasonable satisfaction  of Customer.
For   the   benefit  of  Customer,  Subcontractor  shall  obtain  from  all
subcontractors a similar warranty and guaranty of workmanship.

     b.   EQUIPMENT AND MATERIALS.  For the benefit of Customer and Onsite,
Subcontractor   shall   obtain  from  all  vendors  and  manufacturers  (as
applicable) of equipment  installed or materials used in the performance of
the  Work  such warranties against  defects  and  deficiencies  in  design,
material and workmanship as are generally given in the trade to an owner or
contractor;  provided  however, that Subcontractor is hereby authorized and
obligated to obtain the  customary  services  furnished  in connection with
such warranties and guarantees on behalf of Onsite during  the Term of this
Agreement.

SECTION  14.  RELATIONSHIP; COMPENSATION AND TAXES.  The parties  expressly
intend,  agree   and   understand  that  Subcontractor  is  an  independent
contractor and an employing unit subject, as an employer, to all applicable
Unemployment  and  Workers'   Compensation   statutes   so  as  to  relieve
Subcontractor's employees as employees of Onsite for the purpose of keeping
records,   taking   reports   and  payment  of  Unemployment  and  Workers'
Compensation premiums or contributions.  Subcontractor  agrees to indemnify
and hold Onsite and Customer harmless and reimburse Onsite  for any expense
or liability incurred under such statutes in connection with  employees  of
Subcontractor.

Subcontractor  further  agrees with regard to (i) the production, purchase,
sale, furnishing, delivery,  pricing  and  use or consumption of materials,
supplies and equipment; (ii) the hiring, tenure or conditions of employment
of employees and their hours of work and rates  of and the payment of their
wages; and (iii) the keeping of records, collection and payment of federal,
state and municipal taxes and contributions, that  Subcontractor  will keep
and  have  available  all  necessary records and make all reports, returns,
withholding deductions, collections  and  payments and otherwise do any and
all things necessary so as to fully comply  with  all  federal,  state  and
municipal  laws,  ordinances  and  regulations  insofar  as  they affect or
involve Subcontractor's performance of this Agreement, all so  as  to fully
relieve  Onsite  and  a  Customer  from  and to protect Onsite and Customer
against  any and all responsibility or liability  therefore  or  in  regard
thereto.   This Agreement does not constitute a hiring by either party, and
Subcontractor is not an employee, partner or joint venturer of Onsite.

SECTION 15.   HEALTH AND SAFETY PROVISION.  Subcontractor shall perform the
Work in accordance  with the statutes, ordinances, rules and regulations of
any and all federal,  state,  local,  municipal  or  other  agencies having
jurisdiction  over  the  Work  and  at  the Project and in accordance  with
applicable health and safety regulations.   Subcontractor  hereby agrees to
indemnify  and hold harmless Onsite from and against any liability  arising
out of any violation  of  the  above  mentioned  laws  and  regulations  by
Subcontractor, and/or Subcontractor's employees, agents or subcontractors.

SECTION   16.   ACCEPTANCE  OF  FINAL  PAYMENT  CONSTITUTES  RELEASE.   The
acceptance by Subcontractor of the Final Payment shall be and shall operate
as a release  to  Onsite  and  Customer  of all claims and all liability to
Subcontractor for all things done or furnished  in connection with the Work
and for every act and neglect to Onsite, Customer  and  others  relating or
arising out of the Work.

SECTION 17.  TIME.  Time is of the essence in this Agreement.

SECTION  18.   ARBITRATION.   Any  controversy  or claim arising out of  or
relating to this Agreement, or any alleged breach  thereof, will be settled
by binding arbitration with such arbitration service  as  the  parties  may
agree,  and  in  the  absence  of  such  agreement,  in accordance with the
Commercial Rules of the American Arbitration Association, and judgment upon
the award rendered by the Arbitrator(s) may be entered  in any court having
jurisdiction thereof.  In no event will the arbitration of  any controversy
or  the  settlement  thereof  delay  the  performance  of  this  Agreement.
Arbitration hearings, unless the parties agree otherwise, will be  held  in
the  County  of  San  Diego,  California.   The  prevailing  party  will be
reimbursed  for  any and all attorney's fees, costs and expenses, including
those incurred in  any  arbitration hearing (and including the arbitrator's
fees, costs and expenses).

SECTION  19.  NON-DISCRIMINATION.   Subcontractor  shall  not  discriminate
against any  employee  or  applicant for employment because of race, creed,
color, sex, national origin  or  any  other unlawful reason.  Subcontractor
shall take affirmative action to ensure  that  applicants are employed, and
that employees are treated during employment, without regard to their race,
creed, color, sex or national origin.  Such action  shall  include, but not
be limited to, the following:  employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay
or  other  forms  of  compensation;  and selection for training,  including
apprenticeship.

SECTION 20.  NOTICE.  Any notices to be  given  under  and  pursuant to the
terms of this Agreement shall be made by personal delivery, by a nationally
recognized  overnight carrier, or by registered or certified mail,  postage
prepaid, return  receipt  requested,  and such notice shall be deemed given
upon receipt if delivered personally or  by  overnight  carrier,  or forty-
eight  (48)  hours  after  deposit  in the United States mails as set forth
herein. Any notice to Onsite shall be addressed as follows:

               Onsite Energy Corporation
               701 Palomar Airport Road, Suite 200
               Carlsbad, CA 92009
               Attention:  Richard T. Sperberg, President

Any notice to Subcontractor shall be addressed as follows:

               The Fagan Company
               3125 Brinkerhoff Road
               PO Box 15238
               Kansas City, KS  66115
               Attention:  Tom Fagan, Vice President

SECTION 21.  EVENTS OF DEFAULT.  Subcontractor  shall  be  deemed  to be in
default  of  this  Agreement  (i)  if Subcontractor shall at any time shall
(a) refuse or neglect to supply a sufficient  number  of  properly  skilled
workmen  or  sufficient  materials  of  the proper quality; (b) fail in any
respect to execute the Work as described in this Agreement with promptness;
(c)  cause  by  any  action  or  omission  the  stoppage  or  delay  of  or
interference with the Work or of the Work of any  subcontractors;  (d) fail
in  the  performance  of any of the covenants herein contained; or (ii)  if
Subcontractor be adjudged  bankrupt  or shall make a general assignment for
the benefits of its creditors; or (iii)  if  a  Receiver shall be appointed
for Subcontractor or for its assets; or (iv) if Subcontractor  shall become
insolvent  or become a debtor in reorganization, composition or arrangement
proceedings,  then  in any such event, after serving a five (5) day written
notice mailed or delivered  to  the  last known address of Subcontractor of
the  existence  of  any  of the foregoing  causes,  and  unless  the  cause
specified in such notice is cured within such five (5) days, Onsite, at its
option, may provide either  itself  or  through  others,  any such labor or
materials  to  complete the Work and may deduct the cost thereof  from  any
money then due,  or  hereafter  to  become due, to Subcontractor under this
Agreement, provided, however, if the  default  is  of  a nature that is not
curable  in  such  five  (5)  day  period  and Subcontractor is  diligently
pursuing a cure, then the cure period shall  be  extended thirty (30) days.
In any such event, after such notice and failure to  cure such cause within
five (5) day specified, Onsite, at its option, may terminate this Agreement
and  may  enter  on the premises and take possession, for  the  purpose  of
completing the Work,  of all materials and equipment of Subcontractor which
Subcontractor  hereby assigns  to  Onsite,  may  employ  other  persons  to
complete the Work  by  whatever  method  Onsite may deem expedient, and may
deduct the cost thereof from any money then  due,  or  hereafter  to become
due,  to  Subcontractor  under  this  Agreement.   In the event the expense
incurred  by  Onsite  under  this  Section  21  after  the  termination  of
Subcontractor  hereunder exceeds the Contract Price, such excess  shall  be
paid by Subcontractor to Onsite.

SECTION 22.  ENVIRONMENTAL  REQUIREMENTS.  Subcontractor recognizes that in
connection with the performance  of  the Work or the Project, Onsite is not
responsible for any work relating to (i)  asbestos and materials containing
asbestos;   (ii)   pollutants,  hazardous  wastes,   hazardous   materials,
contaminants, including  without  limitation ballasts that may contain PCBs
(collectively, clauses (i) and (ii),  "Hazardous Materials"); and (iii) the
storage,  handling, use, transportation,  treatment,  disposal,  discharge,
leakage, detection,  removal  or  containment  thereof.   The materials and
activities  listed in the foregoing sentence are referred to  as  "Excluded
Materials and Activities." Subcontractor agrees that if performance of Work
involves  any   Excluded   Materials  and  Activities,  Subcontractor  will
immediately notify Onsite and  Customer  in  writing  and  will perform, or
arrange for the performance of, such work directly with Customer  and  will
bear  the sole risk and responsibility therefore.  Furthermore, in handling
any  of   Customer's  property,  including  without  limitation  Customer's
ballasts that  may  contain  PCBs,  Onsite  does not take title to any such
property, nor does Onsite assume any responsibility for the transportation,
handling or disposal of such property. Subcontractor  shall assist Customer
who is solely responsible for the identification and disposal of Customer's
property in accordance with all federal, state and local laws, statutes and
regulations  applicable  thereto,  and shall, upon the request  of  Onsite,
furnish to Onsite copies of any manifests  or  other  written  evidence  of
satisfactory  disposal  of  the  same.   In  furtherance  of the foregoing,
Subcontractor agrees to release, indemnify, defend and hold harmless Onsite
and its consultants, partners, directors, officers, agents and employees of
and  from  all  costs,  claims,  damages  and liability arising out  of  or
relating to Excluded Materials and Activities,  acts or omissions of Onsite
or third parties relating thereto, or injury caused thereby, excepting only
such  costs,  claims,  or damages or liability as are  the  result  of  any
willful misconduct of Onsite.

SECTION 23.  MISCELLANEOUS.

     a.   ENTIRE AGREEMENT.   This Agreement, together with any Exhibits or
amendments hereto, represents the  entire  agreement between the parties as
to the subject matter hereof.  This Agreement shall be binding on and inure
to  the  benefit of the heirs, successors and  assigns  of  the  respective
parties.
     b.   AMENDMENT.  The provisions of this Agreement can be modified only
by a writing  that  expressly states that modification of this Agreement is
intended.

     c.   WAIVER.  No  waiver  of  any  provision  of  this Agreement shall
constitute a waiver of any other provision, nor shall any waiver constitute
a continuing waiver unless otherwise expressly provided  hereunder  or in a
writing  signed  by the party against whom any such waiver is sought to  be
enforced.

     d.   GOVERNING  LAW.  This Agreement shall be interpreted and enforced
under the laws of the State of California.

     e.   SEVERABILITY.   Any provision of this Agreement prohibited by, or
unlawful or unenforceable under,  any  applicable  law  or any jurisdiction
shall  be  ineffective  as  to  such jurisdiction without invalidating  the
remaining provisions of this Agreement.

     f.   COUNTERPARTS.  This Agreement  may  be  executed in any number of
counterparts, each of which shall be deemed to be an  original,  but all of
which together shall constitute one and the same instrument.


               [Remainder of page intentionally left blank]



Mf\work\onsite\filings\10q exhibit 10-90\<<Date>>

<PAGE>
     g.   HEADINGS.  Headings or captions of paragraphs or sections of this
Agreement are for convenience of reference only and shall not be considered
in the interpretation of this Agreement.

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

ONSITE:                            SUBCONTRACTOR:

ONSITE ENERGY CORPORATION          THE FAGAN COMPANY



By: ________________________________    By:
_________________________________
       Richard T. Sperberg, President                                 Name:
___________________________
                                                                     Title:
____________________________

Date: March ___, 1998                   Date: March ___, 1998


Attachments:

     Exhibit 1 - Scope of Work
     Exhibit 2 - Facilities List
     Exhibit 3 - Interim Certificate of Completion and Acceptance
     Exhibit 4 - Form of Contract Change Order


Mf\work\onsite\filings\10q exhibit 10-90\<<Date>>