ONSITE ENERGY CORPORATION PERFORMANCE BASED ENERGY SAVINGS AGREEMENT

<TABLE>
<CAPTION>
CONTRACTOR:                                           Client:
<S>                                                   <C>
Onsite Energy Corporation                     Unified School District No. 500,
8912 Nieman Road                              Wyandotte County, Kansas
Overland Park, KS 66214                       625 Minnesota Avenue
                                              Kansas City, Kansas 66101

Corporate Headquarters:
701 Palomar Airport Road, Suite 200
Carlsbad, CA 92009
Program Data:                            Planned Service Data:
Date of this Agreement:  MARCH   , 1998  Anticipated Date of Commencement: DECEMBER 1, 1998
Savings Period:  10 YEARS PLUS 
              INSTALLATION PERIOD        Duration of Planned Services: 10 YEARS
Total Project Fee:  $5,930,576           First Year Monthly Monitoring Fee:  $5,416.00 *
                                         Payable in Advance
                                        (* First Year Monitoring Fee of $64,992, payable in
                                           monthly installments)
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SCHEDULES OF AGREEMENT

      SCHEDULE TITLE   ATTACHED
         A. Energy Conservation Measures *
         B. Energy Use Base *
         C. Base Energy Rates *
         D. Insurance *
         E. Client's Facilities and Existing Equipment *
         F. Measurement & Verification  (M&V) Protocols *
         G. Payment Schedule *
         H. Stipulated Savings *
         I. Client Disclosure Information *
         J. Responsibilities of Contractor & Client *
         K. Annual Program Costs *
         L. Planned Service *

This Onsite Energy Corporation Performance Based Energy Savings Agreement (this
"Agreement")  is  entered into by and between Onsite Energy Corporation of 8912
Nieman, Overland Park,  Kansas  66214,  ("Contractor")  and  the Unified School
District  No.  500, Wyandotte County, Kansas ("Client") identified  above,  and
consists of this  facing  sheet,  Exhibit I, and Schedules A through L attached
hereto.  In consideration of the foregoing  (comprising  a  part of the written
agreement between the parties) and the additional terms and conditions attached
hereto as Exhibit I, the parties agree by signing this facing sheet below to be
bound by the foregoing and attached Exhibit I.

Onsite Energy Corporation:          Unified School District No.  500, Wyandotte
County, Kansas:

By:        __________________________ By:     ______________________________
Print                               Print
Name:      RICHARD T. SPERBERG                    Name: GEORGE BREIDENTHAL
Title:     PRESIDENT AND CEO        Title:    PRESIDENT, BOARD OF EDUCATION

Date Signed: __________________________ Date Signed: _________________________


<PAGE>

                     EXHIBIT I

        ONSITE ENERGY CORPORATION PERFORMANCE BASED ENERGY SAVINGS
                      AGREEMENT TERMS AND CONDITIONS

PRELIMINARY STATEMENT

           A.              Client  desires  to  install various EC Measures
                for  the  purpose  of  achieving  reductions   in  Client's
                operating  costs  including energy consumption, demand  and
                maintenance.

           B.              Contractor   has   expertise   in   the  design,
                implementation and monitoring of EC Measures.

           C.              Contractor  has  analyzed  energy  use  at   the
                Client's  facilities described in Schedule E (the "Client's
                Facilities")  and  made recommendations as set forth herein
                concerning the EC Measures and the Program.

           D.              Contractor   will  guarantee  that  Client  will
                obtain  the energy savings  set  forth  in  this  Agreement
                (calculated  as  set  forth  in  this  Agreement), and will
                assist Client in obtaining the agreement of Westar Capital,
                Inc. ("Westar") to guarantee Contractor's performance under
                this Agreement, including any energy savings  guarantee  as
                set forth herein.

           1. DEFINITIONS:

           A.                    Performance    Based   Guaranteed   Energy
                Savings  Program ("Program"): The  full  complement  of  EC
                Measures to  be  designed,  implemented  and  monitored  by
                Contractor  pursuant  to  this  Agreement,  and  the energy
                savings guarantee set forth in Section 5 of this Agreement.

           B.                    Energy    Conservation    Measures    ("EC
                Measures"): Those Energy Conservation Measures set forth in
                the attached Schedule A.

           C.                    Energy     Conservation    Savings    ("EC
                Savings"):  Those  savings achieved  through  reduction  in
                energy  consumption,   demand   or   maintenance  costs  by
                implementation of the EC Measures identified by Contractor,
                to be calculated as set forth in Section 4.

           D.                    Base Energy Rates ("Base  Energy  Rates"):
                The energy rates described on Schedule C and increased each
                year on a cumulative basis by 5.40 percent beginning on the
                first  anniversary  of the Commencement Date and continuing
                on the first day of each  Contract  Year thereafter used by
                Contractor, as set forth in Section 4,  to calculate the EC
                Savings for the various EC Measures.

           E.                    Substantial    Completion    ("Substantial
                Completion"):  When substantially all of the items  of  new
                equipment included  in  the EC Measures are operational and
                Contractor notifies Client  thereof  in writing, and Client
                confirms   the   same  in  writing  to  Contractor,   which
                confirmation shall not be unreasonably withheld.

           F.                    Energy     Savings    Commencement    Date
                ("Commencement Date"): The first day of the month following
                Substantial Completion of all EC Measures.

           G.                    Contract Year ("Contract Year"): Each one-
                year period following the Commencement Date.

           H.                    Energy Use Base  ("Energy  Use Base"): The
                historical   energy   usage  and  demand  of  the  Client's
                Facilities and existing equipment are described in Schedule
                B.  In  determining  the  Energy   Use   Base,   Contractor
                identified  factors  which  may  affect energy use for  the
                Client's Facilities and existing equipment,  including  but
                not  limited to: hours and levels of occupancy; adjustments
                in labor  force;  building  use and operational procedures;
                temperature,   humidification   and   ventilation   levels;
                installed lighting and scheduled use; building construction
                and size; general level of repair and efficiency of heating
                and  air  conditioning  equipment and  other  energy  using
                equipment;  and  amount of  heating  and  air  conditioning
                equipment and other energy using equipment.

           I.                    Equipment   ("Equipment"):  All  equipment
                provided  to  Client  by  Contractor   pursuant   to   this
                Agreement.

           J.                    Installation     Period     ("Installation
                Period"):  The period of time beginning on the date of this
                Agreement and ending on the Commencement Date.

           2. EC MEASURES:

           A.                    Client  authorizes Contractor  to  design,
                implement and monitor the Program.  Contractor shall supply
                all labor, materials, equipment, management and supervision
                necessary  to  design,  install   and   commission  all  EC
                Measures.  Contractor's responsibilities for each of the EC
                Measures described in Schedule A shall include:

                (1)                         providing     all     necessary
                      designs, plans and specifications;

                (2)                         selecting subcontractors;

                (3)                         awarding subcontracts;

                (4)                         obtaining     and    evaluating
                      submitted drawings on all Equipment to be provided;

                (5)                         progress   inspections   during
                      installation;

                (6)                         training Client's  personnel on
                      proper operation of the newly installed Equipment;

                (7)                         final inspection,

                (8)                         commissioning  or  start-up  of
                      each item of Equipment; and

                (9)                         measurement and verification of
                      EC Savings.

        3. MONITORING:

           A.                    Client   acknowledges   and  consents   to
                Contractor's  right  to  monitor  EC  Savings  and  Program
                performance  by conducting on-site measurements,  including
                but not limited  to  reading  meters,  and  installing  and
                observing   on-site   monitoring  equipment.  Client  shall
                cooperate  fully  with  any  such  measures  instituted  by
                Contractor pursuant to this  subsection.   Contractor shall
                not  institute  any  measures which unreasonably  interfere
                with  the  business of Client  conducted  at  the  Client's
                Facilities.

           B.                    For the purpose of documenting EC Savings,
                Contractor  shall   prepare   quarterly   measurement   and
                verification  reports from and after the Commencement Date.
                Schedule  F  details   the   measurement  and  verification
                protocols (the "M&V Protocols") and report content.

           C.                    Client  shall   notify  Contractor  within
                twenty-four (24) hours of the discovery or obtaining actual
                knowledge  of  any  malfunction  in the  operation  of  any
                Equipment,  or of the interruption  or  alteration  of  the
                energy supplies  to  the  Client's Facilities. Client shall
                notify Contractor as soon as  possible  after the discovery
                or  obtaining  actual  knowledge  of the existence  of  any
                emergency or dangerous condition affecting  the  Equipment.
                If   Client   delays   in  so  notifying  Contractor  of  a
                malfunction or emergency,  Contractor  may  make reasonable
                adjustments  to the energy savings guarantee for  financial
                loss due solely to the delay.

           D.                    Client shall forward copies of its monthly
                utility bills to Contractor within ten (10) working days of
                receipt  by Client,  or  Client  and  Contractor  may  make
                arrangements  for  duplicate  copies  of  such  bills to be
                forwarded directly to Contractor.

           E.                    Contractor  will  provide  Client training
                throughout  the  Term  of  this  Agreement  (as defined  in
                Section 28 hereof) in accordance with Schedule L.

           4. EC SAVINGS:

           A.                    Within forty-five (45) days  after receipt
                from the Client of its twelfth monthly utility  bill  after
                the  Commencement  Date,  and for each Contract Year during
                the  Term of this Agreement,  Contractor  shall  submit  an
                annual energy savings report ("Energy Savings Report") with
                a calculation  of  the  EC  Savings to Client in accordance
                with  this  Agreement.   The  annual  EC  Savings  will  be
                determined  by  using  the  M&V  Protocols   documented  in
                Schedule F.

           B.                    EC  Savings for each Contract  Year  shall
                consist of utility cost  savings  derived  from the sources
                indicated below.  From and after the Commencement  Date, EC
                Savings shall be computed as specified in this section  and
                further detailed in Schedule F.  Four different types of EC
                Savings  may  be  achieved under this Agreement: Energy Use
                Savings (1), Fuel Switch  Savings  (2), Energy Rate Savings
                (3)  and  Stipulated  Savings  (4).  EC  Savings   will  be
                determined by adding together the Energy Use Savings,  Fuel
                Switch  Savings, Energy Rate Savings and Stipulated Savings
                for each  Contract  Year.   Regardless  of  whether amounts
                saved  are  classified  as Energy Use Savings, Fuel  Switch
                Savings,  Energy  Rate  Savings   or   Stipulated  Savings,
                Contractor  and  Client agree that no dollars  saved  as  a
                result of implementation of the EC Measures will be double-
                counted in calculating EC Savings.

                   1)      Energy  Use  Savings  are those savings achieved
                         through reduction in energy consumption (including
                         energy  and  demand  savings).    Contractor  will
                         calculate  Energy  Use  Savings  achieved  at  the
                         Client's Facilities according to the M&V Protocols
                         detailed  in  Schedule  F.   In no case,  however,
                         shall   energy   unit   costs  utilized   in   the
                         calculations be less than  the  Base Energy Rates.
                         The  dollar amount arrived at by such  calculation
                         shall be the Energy Use Savings for such period.

                   2)      Fuel  Switch  Savings are those savings achieved
                         by  switching  to  a  more  economical  source  of
                         energy.  Contractor  will  calculate  Fuel  Switch
                         Savings by subtracting  the  dollar  value  of the
                         alternate  energy  utilized  during the applicable
                         period from the Energy Use Savings  as  determined
                         in Section 4(B)(1).  The dollar value of  the base
                         energy consumption which would have been utilized,
                         is  determined by multiplying the number of  units
                         of base  energy  consumption  by  the then current
                         unit   costs.   Savings  will  be  determined   by
                         subtracting  the  alternate  energy costs from the
                         base  energy  costs.  In no case,  however,  shall
                         unit cost utilized in this specific calculation be
                         more than the Base  Energy Rate for said alternate
                         energy used.

                   3)      Energy Rate Savings  are  those savings achieved
                         through  a  reduction  in fuel and/or  electricity
                         rates by one of the following means:

                         a)      Improved rate from  local electric utility
                              company,   natural   gas  or   fuel   company
                              occurring after the date of this Agreement,

                         b)      Direct   purchase  of   natural   gas   or
                              electricity from  a  supplier  other than the
                              local electric utility company,  natural  gas
                              or fuel company, or

                         c)      Bulk purchase of fuel.

                         Contractor  will calculate the Energy Rate Savings
                         obtained for  each  period  by  multiplying energy
                         consumption  and demand for the applicable  period
                         by the energy  rate  reduction which is the amount
                         by which the Base Energy  Rate  exceeds  the  then
                         current  rate.   There  will  be  no  Energy  Rate
                         Savings  calculation  or  penalty  if  the current
                         energy  rate exceeds the Base Energy Rate.   There
                         will be no  Energy Rate Savings calculation unless
                         an energy rate  reduction has been achieved either
                         directly or indirectly  by  the Contractor through
                         one of the means listed in this Section 4(B)(3).

                      4)                         Stipulated   Savings   are
                         those  savings  that  Contractor  and  Client have
                         agreed  will  be  achieved  and  are set forth  in
                         Schedule H.

                5. ENERGY SAVINGS GUARANTEE:

           A.                    Subject  to the provisions  of  Section  6
                hereof, Contractor guarantees  that  Client will realize EC
                Savings  from  the  EC  Measures during the  Term  of  this
                Agreement of not less than  Total  Project  Costs  (as  set
                forth  in  Schedule  K).  If the EC Savings realized do not
                meet  or  exceed  the  Total   Project   Costs,  Contractor
                guarantees to make payment of any shortfall  to  Client  in
                accordance with the terms of
                this  Section.   Additionally,  Contractor  shall  obtain a
                guarantee  of  the  payment  of any shortfall in EC Savings
                from Westar.

           D.                    Within   sixty   (60)   days   after   the
                Commencement Date, or earlier  if  otherwise  specified  in
                this  Agreement,  Contractor  will  calculate  the  savings
                achieved  during  the Installation Period and advise Client
                of the amount of such savings.  Savings shall be calculated
                in accordance with  the  methods  stated  in this Agreement
                with  review  and concurrence by Client.  For  purposes  of
                this reconciliation, such Installation Period savings shall
                be considered savings  achieved  during  the first Contract
                Year of the Term of this Agreement.  The Stipulated Savings
                shall  be  credited  to the EC Savings on the  Commencement
                Date and each Contract Year thereafter.

                If the EC Savings during  a specific Contract Year are less
                than the Total Project Costs for the same Contract Year, at
                Client's  option  Contractor   may   apply  the  difference
                (shortfall)  against  any  unpaid balances  then  due  from
                Client under the Agreement.   If  there  are  any remaining
                amounts, Client may elect to have Contractor carry over the
                difference to the next Contract Year so as to increase  the
                Total  Project Costs attributable to that Contract Year or,
                at Client's  election,  pay  Client  the remaining amounts.
                Upon  the mutual agreement of the parties,  Contractor  may
                also provide  additional products or services, in the value
                of the shortfall,  at  no  additional  cost  to the Client.
                Where  shortfalls  have  occurred, Contractor reserves  the
                right, subject to the approval  of  the Client, which shall
                not  be  unreasonably  withheld,  to  implement  additional
                operational improvements or conservation  measures,  at  no
                cost  to  the Client, that will generate additional savings
                in future Contract  Years.  Client  shall notify Contractor
                within forty (45) days of Client's receipt  of  the  Energy
                Savings  Report  of  Client's  decision required under this
                paragraph regarding the payment  and/or  application of any
                shortfall.  If Client elects to require Contractor  to  pay
                any shortfall  amounts  in  accordance with this paragraph,
                Contractor shall pay such amounts  within  thirty (30) days
                of  receipt  of said notification from Client.  If  the  EC
                Savings during  a  specific  Contract Year are greater than
                the  Total  Project  Costs  for  the  same  Contract  Year,
                Contractor  may  carry  over  the difference  (surplus)  to
                future Contract Year(s) and use  the  same  to  offset  any
                shortfall  in  EC  Savings  that  may  occur in such future
                Contract Year(s).

        6. CHANGES IN FACTORS AFFECTING ENERGY USE:

                A. Client shall notify Contractor within  ten (10) business
                days  of  any  change  in  its  operations or the  Client's
                Facilities which may have a material  impact  on any factor
                as   set   forth  in  the  Energy  Use  Base,  Schedule  B.
                Contractor will  determine  the effect that any such change
                will have on EC Savings.

                B. If a material change in any  of  the factors involved in
                the Energy Use Base occurs and results in a material change
                in consumption, then the dollar level  of energy savings to
                be  guaranteed by Contractor may be adjusted  per  the  M&V
                Protocols in Schedule F.

                C. Client  and  Contractor  may from time to time desire to
                make  changes  for the express  purpose  of  increasing  EC
                Savings.  It is agreed that these changes will only be made
                with the prior consent  of  both parties, which will not be
                unreasonably withheld.  The EC Savings will not be adjusted
                to reflect any changes agreed to under this subparagraph.

             7. WARRANTIES:

           A.                    Client  shall  maintain  all  EC  Measures
                installed under this Agreement  in a manner consistent with
                the  manufacturer's recommended maintenance  schedules  and
                procedures,   which  Contractor  will  provide  to  Client.
                Client   shall   provide    Contractor    with    quarterly
                service/maintenance  checklists.  Contractor shall,  if  it
                deems  it  necessary,  inspect   the   Client's  Facilities
                annually.

           B.                    For  the  benefit  of  Client,  Contractor
                shall  obtain  from  all  vendors  and  manufacturers   (as
                applicable) of the Equipment installed or materials used in
                the   EC  Measures  such  warranties  against  defects  and
                deficiencies  in  design,  material  and workmanship as are
                generally  given  in the trade to an owner  or  contractor.
                Except as otherwise set forth in this Agreement, Contractor
                makes no warranties  or  representations  of  any kind with
                respect  to  any of the Equipment or materials supplied  by
                Contractor or by any vendor or subcontractor hereunder, and
                all Equipment  and  materials hereunder is delivered as is,
                and  the sole warranties  and  representations  that  shall
                apply with respect to such Equipment and materials shall be
                those  warranties  and  representations, whether statutory,
                written, oral, express or  implied (including warranties of
                fitness for a particular purpose  or  merchantability) that
                have been given or made by suppliers or  subcontractors  to
                Contractor  or  by  manufacturers  of such equipment to end
                users.  This warranty is expressly in  lieu  of  all  other
                warranties   except   as   are  expressly  stated  in  this
                Agreement.  Contractor hereby  assigns  to  Client  all  of
                Contractor's interest, if any, in all Equipment vendors and
                manufacturers'   warranties   and  guarantees,  express  or
                implied, issued on or applicable to the Equipment installed
                and  materials  used  in EC Measures.   Client  shall  hold
                Contractor harmless for  any  loss,  damage  or  injury  to
                persons  or property caused by the Equipment and not caused
                in whole or  in  part  by Contractor.  No representation or
                warranty by the suppliers  or  manufacturers  is binding on
                Contractor nor shall breach of such warranty relieve Client
                of   Client's   obligations  to  Contractor.   During   the
                applicable warranty periods, Contractor shall assist Client
                in the administration of said warranties.

          C.    In  connection  with  any Equipment, property or services 
                described herein or utilized in any Program,
                each party hereby disclaims any liability  for consequential, 
                indirect or special damages incurred by the other even
                if said party is advised as to the possibility of such 
                consequential, indirect or special damages.

           D.   Contractor accepts the relationship  of  trust  and  
                confidence  established  by  this  Agreement  and
                covenants  with Client to utilize Contractor's commercially 
                reasonable skill, efforts and judgment in furthering the
                interests of  Client;  to  furnish efficient business 
                administration and supervision to make commercially reasonable
                efforts to furnish at all times  an adequate  supply of workers
                and materials; and to perform the work set forth in
                this Agreement (the "Work") in an expeditious and economical 
                manner consistent with the interests of Client.  Client
                agrees to exercise commercially reasonable efforts to enable 
                Contractor to perform the Work in an expeditious manner
                by furnishing and approving in a timely way information  
                required by Contractor and by making payments to Contractor
                in accordance with the requirements of this Agreement.

           E.   Contractor shall be responsible for initiating,  maintaining,
                planning  and  supervising  all  safety
                precautions and programs in connection with the Work.

           F.   Via  the  EC  Savings guarantee set forth in this Agreement, 
                Contractor hereby warrants to Client the
                appropriateness of the EC Measures designed and implemented by 
                Contractor.

           G.   Contractor shall,  at  its  own cost and expense, obtain all
                necessary permits, licenses, approvals or
                consents required by law or regulation to perform  the  Work at
                the  Client's  Facilities  as  set  forth  in this
                Agreement.   Contractor  also  shall  give  all notices, pay
                all fees and otherwise comply with all applicable laws,
                ordinances, rules and regulations.

           H.   On or before the date of execution  of  this  Agreement,  and
                on  or before September 30 of each year
                thereafter,  Contractor  shall  give Client copies of 
                Contractor's then current fiscal  year  financial  statements,
                including balance sheet for Contractor's last fiscal year.

        8. REPRESENTATION AND WARRANTIES OF CLIENT:

           A.                    Client hereby warrants  and  represents to
                  Contractor that: (i) Client has provided Contractor  with
                  all  records  heretofore  requested by Contractor and, to
                  Client's knowledge, the information set forth therein is,
                  and all information in other  records  to be subsequently
                  provided  by the Client pursuant to this  Agreement  will
                  be, true and  accurate  in  all  material  respects; (ii)
                  except as disclosed by Client to Contractor,  Client  has
                  not  entered  into any contracts or agreements with other
                  persons or entities  regarding  the  provision  of energy
                  management  services  or with regard to servicing any  of
                  the Equipment located on  the  Client's  Facilities;  and
                  (iii) Client presently intends to continue the use of the
                  Client's  Facilities  in  a manner similar to its present
                  use,  except as is disclosed  by  Client  in  writing  on
                  Schedule I to this Agreement.

                  Client   will  provide  Contractor  with  copies  of  any
                  successor  or  additional contracts for the management or
                  servicing  of pre-existing  equipment  or  the  Equipment
                  which may be  executed  from  time  to  time  hereinafter
                  within ten (10) days after execution thereof.

        9. AFFIRMATIVE COVENANTS OF CLIENT:

           A.                    The parties acknowledge and agree that the
                  EC  Savings  will  not  likely be obtained unless certain
                  procedures and methods of  operation  designed for energy
                  conservation shall be implemented and followed  by Client
                  on  a regular basis. Client agrees that it shall exercise
                  commercially  reasonable  efforts to follow and implement
                  the procedures and methods  of  operation and maintenance
                  set forth in this Agreement and the  Schedules hereto. In
                  addition,  Client  agrees  to  continue  and  follow  the
                  operational procedures set forth by Contractor.

                  Client agrees that Contractor shall have the  right, with
                  prior  notice,  to  inspect  the  Client's Facilities  to
                  determine Client's compliance with its obligations as set
                  forth above.  In the event that any  inspection discloses
                  that Client has failed on the date of  the  inspection to
                  be in compliance with any items set forth above, then the
                  portion  of  EC  Savings  attributable  to  the  specific
                  facility of the Client's Facilities at which such failure
                  occurred  shall be assumed to have been achieved for  and
                  with respect  to  the  portion of the applicable Contract
                  Year during which such failure shall have existed.

         10. FEES:

                  A. Client shall pay Contractor  the Total Project Fee, as
                  set  forth on the facing page of this  Agreement  and  in
                  Schedule  G,  and the Annual Monitoring Fee, as set forth
                  on the facing sheet  of this Agreement and in Schedule L.
                  The Annual Monitoring  Fee shall be increased annually at
                  the rate of five percent  (5%)  of  the  initial Contract
                  Year's cost, with the first such increase to be effective
                  twelve  (12)  months  after the Commencement  Date.   The
                  Total Project Fee is payable  in  the manner set forth in
                  Section 13 below following the date  of  invoices sent to
                  Client by Contractor, either on a monthly  basis  or upon
                  the  occurrence  of "milestone" dates or events specified
                  in Schedule G.

         11. WORKING HOURS:

           A.                    It  is  agreed  that all installation work
                  except  lighting renovations shall  be  conducted  during
                  normal working hours, unless otherwise mutually agreed to
                  by the parties.   The extra expense incurred for overtime
                  work  shall  be  paid   by   the   party   requiring  it.
                  Additionally, Contractor agrees to conduct all  work in a
                  manner which minimizes disruption to Client's educational
                  program and business operations.

           12.  TERMINATION OF CONTRACT:

                A.  Contractor  shall  have  the  option to terminate  this
                Agreement without further responsibility or liability  only
                upon the following conditions:

                      (1) All or any part of Client's ownership interest in
                      the Client's Facilities is transferred voluntarily or
                      involuntarily  by any means including but not limited
                      to the transfer  of  any  ownership  interest  in the
                      Client.

                      (2)  If  Client  defaults in any payment or any other
                      obligation to Contractor  under  this  Agreement, and
                      such  default is not cured within fifteen  (15)  days
                      (for payment)  or  sixty  (60)  days  (for  any other
                      obligation) of notice by Contractor to Client of such
                      alleged default.

                C.  In  the  event of the termination of this Agreement  by
                either party,  Contractor  and  Client shall continue to be
                responsible  for  their  respective   payment   obligations
                accrued   under   this  Agreement  prior  to  the  date  of
                termination. Client  agrees  to  pay  Contractor all Annual
                Monitoring Fees and Total Project Fees  incurred or accrued
                prior to the date of termination.

                D. Client reasonably believes that sufficient funds will be
                obtained  to  pay all monies due during the  Term  of  this
                Agreement (as the  same  may be extended in accordance with
                Section 28 hereof), and hereby  covenants  that  it will do
                all  things  lawfully  within its power to obtain, maintain
                and  properly  request and  pursue  funds  from  which  the
                payments may be  made, including making provisions for such
                payments to the extent  necessary  in each budget submitted
                for  the purpose of obtaining funding,  using  commercially
                reasonable  efforts  to  have  such  portion  of the budget
                approved.  It  is  Client's  intent  to  make  all payments
                required   hereunder,   if   funds  are  legally  available
                therefor, and in that regard,  Client  represents  that the
                use  of the Equipment is essential to its proper, efficient
                and economic operation.

                  In  the   event   no  funds  or  insufficient  funds  are
                  appropriated  and  budgeted   or  are  otherwise  legally
                  available by any means whatsoever  in  any  fiscal period
                  for  payments due under this Agreement, then Client  will
                  immediately   notify   Contractor  or  its  successor  or
                  assignee  of such occurrence  and  this  Agreement  shall
                  terminate as  of  the  last  day of the fiscal period for
                  which  appropriations were received  without  penalty  or
                  further  expense  to Client except as otherwise expressly
                  provided for herein  and  except  as  to  the portions of
                  payments  required hereunder for which funds  shall  have
                  been appropriated and budgeted or otherwise available.

                  Client has  informed  Contractor that funds sufficient to
                  pay the Total Project Fee  have  been allocated, and thus
                  are available therefor.


Mf\work\onsite\filings\10q exhibit 10.88\<<Date>> 2

<PAGE>
                13. TERMS OF PAYMENT:

                A. Contractor shall submit  to Client invoices for the work
                performed  to the date of each invoice in  accordance  with
                Schedule G.   Invoices  must  be  received by Client within
                five  (5) days of their date.  All invoices  of  Contractor
                shall be  due and payable by Client within thirty (30) days
                of the invoice date.  Interest at rate of ten percent (10%)
                per annum will  accrue  on  all  unpaid  balances more than
                thirty (30) calendar days after the invoice date.

                B. Prevailing wage compliance documentation,  if  required,
                and conditional lien waivers from Contractor shall be among
                the   evidence  required  by  Client  to  be  submitted  by
                Contractor   with   each   invoice.    With  each  invoice,
                Contractor   shall   submit   partial  lien  waivers   from
                Contractor and all applicable subcontractors and suppliers,
                which waivers shall be submitted  to  Client  prior  to the
                time  that  the  next  succeeding  invoice  is submitted by
                Contractor to Client.

         14. INDEPENDENT CONTRACTOR:

           A.                    Contractor  is  an independent  Contractor
                  and  is not an employee, partner,  legal  representative,
                  joint  venturer  or agent of Client.  Contractor does not
                  in  any  way assume  any  of  the  contractual  or  other
                  obligations   of   Client  to  other  parties  under  any
                  agreements referred to herein or otherwise. Client is not
                  an  employee,  partner,   legal   representative,   joint
                  venturer  or  agent of Contractor. Client does not in any
                  way assume any of the contractual or other obligations of
                  Contractor to other  parties under agreements referred to
                  herein or otherwise.

         15. CASUALTY OR CONDEMNATION OF FACILITIES:

           A.                    Any  fire,  flood  or  other  casualty  or
                  condemnation  affecting   any  portion  of  the  Client's
                  Facilities may be a material  change.   If so, the notice
                  thereof  shall be given to Contractor by Client  and  the
                  appropriate modifications, if any are required, to the EC
                  Savings guarantee  will  be  made.  If any fire, flood or
                  other casualty or condemnation  renders a majority of the
                  Client's Facilities incapable of  being  occupied and the
                  affected  portion  is  not or cannot be reconstructed  or
                  restored within one hundred  twenty  (120)  days from the
                  date of such casualty or condemnation, either  party  may
                  terminate this Agreement by delivery of written notice to
                  the  other.  Any such termination shall not be considered
                  a breach of this Agreement.

         16. NOTICES:

                  A. Any  notice  required  or  permitted to be given under
                  this Agreement shall be sufficient  if in writing, and if
                  sent by a nationally recognized overnight  carrier, or by
                  registered  or  certified  mail, postage prepaid,  return
                  receipt  requested  to  either   party   at  its  address
                  specified on the facing sheet to this Agreement.

         17. GOVERNING LAW:

                  A.  This  Agreement  is made in the State of  Kansas  and
                  shall be subject to and governed by the laws of the State
                  of  Kansas, and all questions  concerning  its  validity,
                  construction and administration shall be determined under
                  such laws.

Mf\work\onsite\filings\10q exhibit 10.88\<<Date>> 3

<PAGE>
         18. INDEMNIFICATION:

                A. To the fullest extent permitted by law, Contractor shall
                indemnify   and   hold  harmless  Client,  its  agents  and
                employees, from and  against  claims,  damages,  losses and
                expenses,   including   but   not   limited  to  reasonable
                attorneys'   fees,   arising  out  of  or  resulting   from
                performance of the Work,  which  is  caused  in whole or in
                part  by  the negligent acts or omissions of Contractor,  a
                subcontractor  of Contractor, anyone directly or indirectly
                employed by them  or  anyone  for  whose  acts  them may be
                liable.   In  the  event  any  action  is  brought therefor
                against   Client   or  any  of  its  agents  or  employees,
                Contractor shall assume full responsibility for the defense
                therefor.  Upon Contractor's  failure  to  do  so on proper
                notice, Client reserves the right to defend such action and
                to charge all reasonable costs thereof to Contractor.  Such
                obligation  shall  not  be construed to negate, abridge  or
                reduce other rights or obligations to indemnify which would
                otherwise exist as to a party  or  person described in this
                paragraph.

                B. Claims against Client may be pursued in accordance with,
                and subject to, the Kansas Tort Claims Act, K.S.A. 75-6101,
                ET SEQ., as amended.  Client agrees  to  be responsible for
                claims,  liability, causes of action or damages,  including
                reasonable  attorneys' fees, arising directly or indirectly
                from  the acts  or  omissions  of  Client's  employees  and
                agents.

         19. DOCUMENTS:

           A.                    All  drawings,  designs and specifications
                  prepared by Contractor for Client  hereunder shall remain
                  the property of Contractor until such  time  as the Total
                  Project  Fee  has  been paid in full, at which time  said
                  documents shall become  the  property  of  Client. Client
                  grants Contractor a perpetual, non-exclusive and royalty-
                  free  license  to  use  all  such  drawings, designs  and
                  specifications.    Without   specific  written   consent,
                  however,  Contractor  shall  not  use  Client's  name  in
                  connection   with   any   such  drawings,   designs   and
                  specifications.

       20. SEVERABILITY:

           A.                    This   Agreement   shall   be   severable.
                  Accordingly, to the extent that any part of the Agreement
                  is unenforceable for any reason whatsoever, the remaining
                  parts of this Agreement  shall  remain  in full force and
                  effect.

         21. ASSIGNMENT:

           A.                    This Agreement is not assignable by Client
                  or by Contractor without the prior written consent of the
                  other party.

         22. SUCCESSORS AND ASSIGN:

           A.                    The obligations of this Agreement shall be
                  binding on the successors and assigns of  Client  and  of
                  Contractor.

         23. INSURANCE:

           A.                    Contractor  and Client at all times during
                  the  term  of this Agreement shall  carry  the  types  of
                  insurance coverage  as set forth in the attached Schedule
                  D.

                  B. Contractor shall be  required to purchase and maintain
                  in  force  for  the  duration  of  this  Agreement,  from
                  insurance companies authorized to conduct business in the
                  State of Kansas, (a) general  liability, providing bodily
                  injury and property damage coverage in the minimum amount
                  of $2,000,000 per person and $2,000,000  per  occurrence,
                  (b)  automobile  liability  insurance  with  the  minimum
                  amount of $1,000,000, with a deductible not in excess  of
                  $5,000, (c) workers compensation insurance as required by
                  the  laws of the State of Kansas, and (d) excess coverage
                  or umbrella coverage in the minimum amount of $5,000,000.
                  Contractor  also  agrees  to  have  Client  named  as  an
                  additional  insured on all such insurance policies and to
                  deliver,  or  cause   to   have   delivered,   to  Client
                  certificates  of  insurance  evidencing  the  appropriate
                  insurance coverage containing a provision that  at  least
                  thirty  (30) days prior written notice be given to Client
                  by  the  insurance   company  prior  to  cancellation  or
                  alternation in the event  of  cancellation,  reduction in
                  coverage,  or  non-renewal  of  the insurance. Contractor
                  also  shall confirm that any of its  subcontractors  have
                  adequate  insurance,  including workers' compensation, to
                  protect  the interests of Client.

                   C.    At all times during  the  Term  of  this Agreement
                         following the installation of any or all of the EC
                         Measures, Client shall maintain in full  force and
                         effect,  at  its  expense,  property and liability
                         insurance on the Premises and on the Equipment for
                         the replacement value thereof.  Client  shall bear
                         the  entire  risk  of  loss  with  respect  to any
                         damage,   destruction,   loss   or  theft  of  the
                         Equipment  after  installation  of  the   same  by
                         Contractor,    whether    partial   or   complete.
                         Contractor  shall ensure that  its  subcontractors
                         carry installation floaters covering the Equipment
                         being installed  in  the  performance  of the Work
                         while such equipment and materials are in  transit
                         or   at   the   Client's   Facilities   prior   to
                         installation,  in  an  amount equal to the cost to
                         replace the Equipment with  like kind and quality.
                         This installation floaters insurance  shall  be on
                         an "all risk" basis including, but not limited to,
                         the  perils of fire, vandalism, malicious mischief
                         and theft.

       24. MEDIATION:

           A.                    Any  dispute, controversy or claim arising
                  out of or relating to  this  Agreement  or  any breach or
                  alleged  breach  hereof, shall, upon the request  of  any
                  party involved, be  submitted  to mediation by a mediator
                  mutually agreed upon by the parties.   If  the parties do
                  not agree upon a mediator, or if the mediation  does  not
                  result  in  a  resolution  of  the  dispute  between  the
                  parties,  then  the parties shall be free to exercise any
                  and all rights and  remedies  which either may have under
                  applicable  law.   No  mediation statement  or  documents
                  shall be admissible in court  without the express written
                  consent of the other party.

         25. PRIOR  AGREEMENTS:

           A.                    This Agreement supersedes  the  terms  and
                  conditions  of  any  prior  agreements, understandings or
                  representations, oral or written, between the parties.

         26. SUBCONTRACTORS:

               A.  Prior to the execution of  any  subcontracts,  Contractor  
                   agrees  to  provide  to  Client  a  list  of  all
                   subcontractors  and  suppliers  which  Contractor intends to
                   utilize in completing the Work.  Contractor shall not
                   engage any subcontractor to which Client  shall  have an 
                   objection.  Also, Contractor shall not install or use any
                   equipment, materials or supplies to which Client has  an  
                   objection.   Additionally, Client may designate specific
                   subcontractors or suppliers from whom Contractor shall 
                   obtain bids.  Client  may not, however, prohibit Contractor
                   from obtaining bids from other subcontractors or suppliers.
                   Contractor shall  not  be  required  to contract with
                   anyone to whom Contractor has reasonable objection.


<PAGE>

                  27. NONDISCRIMINATION:

       A. Contractor shall not discriminate against any employee, applicant for
          employment or subcontractor  or supplier on the basis of race, 
          religion, color, sex, handicap or national origin.

           28.  TERM:

             A. The term of this Agreement (the "Term") shall be for a period 
                commencing on the date of execution hereof  and
                ending  on  June 30, 1999. The Agreement shall be automatically
                renewed for successive one-year terms, commencing
                on July 1{st}  of  each  succeeding  year, until the date ten 
                (10) years from the Commencement Date, unless Client
                notified Contractor in writing of its  intent  to  terminate  
                this  Agreement within thirty (30) days prior to the
                renewal date of July 1st.