SELLING AGREEMENT



This Selling Agreement ("Agreement"), is entered into as of September 10th,

1998, by and among Power Source, a California corporation, West Coast Energy,

Inc., a Nevada corporation (collectively referred to hereafter as "Promoter")

and Power Capital Funding Group, Inc., a California corporation, ("Selling

Agent").



                                    RECITALS



A. Promoter is a Nevada corporation which desires to establish, find and

contract for the funding of one or more Colorado limited liability partnerships

(the "Partnership" or "Partnerships") to be managed initially by third party

identified by Selling Agent. If successfully funded, each Partnership will be

managed by Promoter management subsidiary and will assume control of

partnership management activities. Each Partnership will acquire exclusive

rights of income stream, relating to the sale of electricity by Promoter in

certain territories within the State of California. Additionally, funding of

each Partnership will be intended to provide working capital for each

Partnership and to reimburse offering expenses related to each Partnership.



B. Selling Agent is a California corporation master independent sales

organization which desires to be retained by Promoter to identify other

independent sales organizations ("ISO's") to market and sell limited liability

partnership interests in the Partnerships. Units in each such Partnership are

referred to herein as the "Units".



In consideration of the foregoing and following premises, promises,

representations, warranties, covenants and conditions, and for other good and

valuable consideration, the sufficiency, adequacy and receipt of which is hereby

acknowledged, the parties hereby agree as follows:



                                    AGREEMENT



1. RECITALS. The Recitals are a material part of this Agreement.



2. ENGAGEMENT OF SELLING AGENT. Promoter hereby engages Selling Agent, and

Selling Agent hereby accepts the engagement by Promoter to identify independent

selling organizations ("ISO's") to market and sell the Units pursuant to the

terms and conditions of and subject to the restrictions contained in this

Agreement. Selling Agent shall take whatever actions are reasonably necessary

to assure that Selling Agent's ISO's execute ISO contracts with Selling Agent

and that such ISO's comply with the terms of such ISO contracts. Selling Agent

shall handle all package requests from its ISO's and fulfill all such requests

as it deems appropriate. Selling Agent shall coordinate all customer service

activities between and among prospective and investing partners identified by

or through Selling Agent's ISO's.



3. METHOD OF SALES. Selling Agent shall have the exclusive control over the

methods and means of identifying ISO's to sell the Units and may do so in any

way and through any medium that it desires, provided that Selling Agent

complies with the terms of this Agreement and any particular offering

memorandum for whatever Partnership(s) Selling Agent's ISO's are selling



                                  Page 1 of 13

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from time to time and subject to the following limitations on the methods which

ISO's identified and contracted with by Selling Agent may sell the Units:



         3.1. ADVERTISING AND SUPPORT. Selling agent may advertise the sale of

         Units within state or federal securities guideline. Selling Agent may

         offer or sell the Units by any form of general solicitation or general

         advertising, including, but not limited to the following: 1) any

         advertisement, article, notice or other communication published in any

         newspaper, magazine or similar media or broadcast over television,

         radio or through the internet or online service providers; or 2) any

         seminar or meeting whose attendees have been invited by any general

         solicitation or general advertising. Promoter shall provide Selling

         Agent with training support and investor promotional materials,

         including, without limitation, brochures and support documents, etc.

         Selling Agent is responsible for lead generation, which may be

         supplemented by Promoter (television and cable broadcast infomercials

         and network marketing programs (Multi-level marketing)). Any and all

         ISO inquiries to Promoter shall be referred by Promoter directly to

         Selling Agent.



         3.2. OFFERS AND SALES OF UNITS. Selling Agent represents and warrants

         that at the time of selling the Units to a prospective purchaser

         Selling Agent will possess a factual basis of evaluating a prospective

         offeree's financial circumstances and sophistication to determine

         whether an investment in the Units is appropriate for the prospective

         offeree in light of the merits and risks of the investment in the

         Units. To that end, Selling Agent shall review any and all subscription

         applications submitted to Selling Agent by any Selling Agent ISO's to

         determine that such subscription applications have been properly

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