UNIFIED SCHOOL DISTRICT NO. 500,
                         WYANDOTTE COUNTY, KANSAS

            ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT


SUBCONTRACTOR: LIGHTING TECHNOLOGY SERVICES, INC.

SCOPE:              LIGHTING

ADDRESS:       1715 E. Wilshire Ave., Suite 724
               Santa Ana, CA 92705


TELEPHONE:     714/550-7223     CA CONTRACTORS LICENSE NO. 675901
FAX:           714/550-7226


This Engineering, Procurement and Construction Agreement (this "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
Lighting  Technology  Services, Inc., a California corporation  having  its
principal place of business  at 1715 East Wilshire Avenue, Suite 724, Santa
Ana CA 92705 ("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 of the work
set  forth  in  EXHIBIT 1 attached  hereto  (the  "Work")  for  the  energy
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, including
as  set forth in the General Decision No. KS970012  for  Wyandotte  County,
Kansas,  as the same may be amended or updated from time to time, a copy of
which is attached hereto as EXHIBIT 3, or other applicable state prevailing
wage determinations;  provided,  however,  that  by attaching a copy of the
same,  nothing  herein  shall  be  deemed to relieve Subcontractor  of  its
obligation to pay prevailing wages in  accordance with any other trade rate
determination  if  the  Work requires the same.  If  requested  by  Onsite,
Subcontractor shall provide Onsite with certified copies of Subcontractor's
payroll.

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 Six Hundred Thousand  Thirty-Three  Dollars  ($1,600,033),
which amount  includes  all  applicable  sales  and  other  taxes,  and all
applicable  permit and license fees and costs (as applicable, the "Contract
Price").  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.  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  and/or Customer  may  reasonably  require,  including  vendors  and
subcontractor's  lien releases and invoices. Onsite shall pay Subcontractor
the  amount of each  Invoice  in  accordance  with  the  Project  Milestone
Schedule  below.  Any  Invoice  not  paid  in accordance therewith shall be
deemed delinquent and shall bear interest from  the date of such invoice at
the rate of prime plus two percent (2%) per month  until paid in full. Such
interest shall not exceed the maximum rate permitted by law.

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  within  five  (5)  business  days  of  Onsite's
receipt of any requisite corresponding payment from Customer:

1.   Upon receipt of the Notice to Proceed             $480,009.90
     (30% of the Contract Price)

1.        Monthly progress payments based on the percentage $960,019.80
     of the Work completed up to 90% of the Work
     (60% of the Contract Price)

3.   Upon Final Acceptance (as defined below) by Customer $160,003.30
     of the Work (10% of the Contract Price)

                              CONTRACT PRICE:      $1,600,033.00

Subcontractor acknowledges that Onsite previously issued Purchase Order No.
5KCKSD-001  to Walters Wholesale Electric Co. ("Walters") in the amount  of
Six  Hundred  Seventy-Two  Thousand  Seven  Hundred  Seventy-Three  Dollars
($672,773) for  the  purchase  of  certain  equipment and materials for the
Project (the "PO").  Onsite may (and currently intends to) assign the PO to
Subcontractor and increase the Contract Price  accordingly  (to reflect the
outstanding balance on the PO (that is, the above amount less  any  amounts
paid  by  Onsite  to  Walters under the PO) at the time of assignment), and
Subcontractor  hereby agrees  to  accept  such  assignment  and  upon  such
assignment, assumes all liabilities thereunder, agrees to make all payments
required under the  PO,  and  agrees  to indemnify and hold harmless Onsite
from and against any and all liabilities and obligations under, arising out
of or associated with the PO. Upon assignment  of  the PO, the payments set
forth in the Project Milestone Schedule above shall  be  revised  on  a pro
rata basis to include the outstanding balance of the PO.

"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 4 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 and/or  Customer'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 regarding the same;  provided,  however,  that Onsite acknowledges
that Subcontractor presented its bid for the Project  based on the scope of
the  Work as provided to Subcontractor by Onsite.  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.
Additionally, Subcontractor agrees to  comply with any security, and health
and safety, requirements of Customer applicable  to  the performance of the
Work.

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. Subcontractor shall
adhere  strictly to the Contract Documents unless  a  change  therefrom  is
authorized  in  writing by Onsite (a "Contract Change Order," substantially
in the form attached hereto as EXHIBIT 5). The parties acknowledge that the
Contract  Price  includes   some  allocation  of  funds  for  scope  change
contingencies, and therefore  Subcontractor  hereby  agrees (i) to make any
and all changes, furnish the materials and perform the Work that Onsite may
require  under  a  Contract Change Order but for which Onsite  receives  no
additional compensation from Customer at Subcontractor's direct costs only;
and (ii) to make any and all changes, furnish the materials and perform the
Work that Onsite may  require  under  a Contract Change Order but for which
Onsite receives additional compensation  from  Customer for Subcontractor's
direct costs plus a gross profit margin of 14.8%,  unless  otherwise agreed
by Subcontractor and Onsite.

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) ("Substantial  Completion"),  as
evidenced  by  the  execution  of  some  form  of  written documentation by
Customer  (and  acceptable  to  Onsite)  of  its agreement  of  Substantial
Completion, not later than November 30, 1998 (the  "Substantial  Completion
Date").  In the event Subcontractor does not achieve Substantial Completion
by the Substantial  Completion  Date  and  as  a  result of Subcontractor's
conduct  or  delay,  Onsite  is  assessed liquidated damages  by  Customer,
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 prior 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, including any applicable warranty
periods, Workers' Compensation,  Commercial  General Liability, Contractual
Liability,  Comprehensive Automobile Liability  and  Floaters  Installation
Insurance, with  companies  authorized  to conduct business in the State of
Kansas, 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 $500,000  per  accident  (unless
coverage can be obtained at a limit of $1,000,000 per accident, and then at
this higher limit).

     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 Final Acceptance, 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,  unless  otherwise agreed to by
Onsite  and  Subcontractor,  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 State of California and, if required,  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 California;  and (ii) is authorized to transact business under and
in accordance with the laws of the state where the Project is located.

Additionally, Onsite agrees to indemnify and hold harmless, and hereby does
indemnify and hold harmless,  Subcontractor  from  and  against any and all
claims, suits or liability incurred by Subcontractor related  to any claims
or  actions  by  a  third  party  subcontractor against LTS arising out  of
Onsite's decision to subcontract the  Work  to Subcontractor and not to the
other third party subcontractor.

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 Final Acceptance (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.  Subcontractor hereby assigns to Customer all of Subcontractor's
interest, if  any,  in  all  such  vendor  and manufacturer warranties, and
during the applicable warranty periods shall  assist Onsite and/or Customer
in the administration of said warranties.

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:

               Lighting Technology Services, Inc.
               1715 East Wilshire Avenue, Suite 724
               Santa Ana, CA 92705
               Attention: Russell Wm. Royal, 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.  Notwithstanding  the  foregoing,
Subcontractor shall be solely  responsible  for the identification, removal
and disposal of ballasts that may contain PCBs  (subject  to the provisions
of  EXHIBIT 1), and the recycling of fluorescent lamps, all  in  accordance
with all federal, state and local laws, statutes and regulations applicable
thereto,  and  shall  furnish  to  Onsite  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.

     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          LIGHTING TECHNOLOGY SERVICES,
                                   INC.


By: _____________________________  By:
       Richard T. Sperberg, President          Name:
                                          Title:

Date: __________, 1998             Date: __________, 1998

Attachments:

     Exhibit 1 - Scope of Work
     Exhibit 2 - Facilities List
     Exhibit 3 - General Decision No. KS970012, Wyandotte County, KS
     Exhibit 4 - Interim Certificate of Completion and Acceptance
     Exhibit 5 - Form of Contract Change Order


Mf\work\onsite\filings\10q exhibit 10.89\<<Date>>