EXHIBIT







                      8. AUTOMATED POWER EXCHANGE MONETARY

                            RESERVE ACCOUNT AGREEMENT

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                                   APPENDIX D

                     FORM MONETARY RESERVE ACCOUNT AGREEMENT

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This Monetary Reserve Account Agreement (as amended, modified or supplemented

from time to time, this "Agreement") is entered into as of this 9th day of

March, 1998 by and among AUTOMATED POWER EXCHANGE, INC., a California

corporation ("APX"), BANKERS TRUST COMPANY, a New York state chartered bank (the

"Depository and Clearing Agent") and the person which executes this Agreement on

the signature page hereto as the "Participant".



                                    RECITALS

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         A. APX and the Participant are parties to that certain Automated Power

Exchange Service and Participation Agreement dated as of March 9th, 1998 (the

"Service Agreement"). Pursuant to the Service Agreement, APX and the Participant

are bound by the Automated Power Exchange Terms and Conditions of Service,

effective as of December 19, 1997 (as such terms and conditions may be amended,

modified or supplemented from time to time, the "APX Terms"). Capitalized terms

used herein without definition shall have the meanings assigned thereto in the

APX Terms.



         B. The APX Terms require that the Participant establish a Monetary

Reserve Facility in an amount sufficient to cover its Net Exposure. The

Participant desires to establish a Monetary Reserve Account (as defined below)

to satisfy its obligations under the APX Terms to maintain a Monetary Reserve

Facility.



         C. APX, the Depository and Clearing Agent and the Participant (each, a

"Party" and collectively, the "Parties") each intend and agree that the

Participant shall relinquish all of its right, title and interest in and to

funds deposited in the Monetary Reserve Account, with the intended result that

upon the occurrence of any Insolvency Proceeding relating to the Participant,

the Monetary Reserve Account will not be subject to the automatic stay pursuant

to Section 362 of Title 11, United States Code (the "Bankruptcy Code").



         D. The Depository and Clearing Agent has agreed to provide certain

services as agent for and on behalf of APX in connection with the Monetary

Reserve Account as more fully set forth in this Agreement.



                                    AGREEMENT

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         NOW THEREFORE, in consideration of the foregoing and the mutual

promises and covenants hereinafter set forth, APX, the Depository and Clearing

Agent and the Participant each agree as follows:



                                       D-l

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          1.       DEFINITIONS.

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                  "MONETARY RESERVE ACCOUNT" means the account maintained by the

Depository and Clearing Agent in the name of APX for the purpose of tracking the

funds on deposit from time to time which contribute to (or correspond to) the

Participant's requirement to maintain a Monetary Reserve Facility.



          2.       DUTIES OF PARTIES.

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                  2.1 APPOINTMENT. APX hereby appoints the Depository and

Clearing Agent to act as its agent for the purpose of maintaining the Monetary

Reserve Account, and the Depository and Clearing Agent hereby accepts such

appointment The Participant hereby acknowledges and agrees to such appointment.



                  2.2 DEPOSIT OF FUNDS. The Participant shall from time to time

deliver to the Depository and Clearing Agent Federal wire funds for deposit in

the Monetary Reserve Account. The Depository and Clearing Agent agrees to

deposit any such funds in the Monetary Reserve Account, and thereafter to hold

such funds as bailee and agent exclusively for APX. Upon any such deposit of

funds by the Participant, the Participant shall relinquish all of its right,

title and interest to such funds.



                  2.3 ACCOUNT BOOKS AND RECORDS; STATEMENTS. The Depository and

Clearing Agent shall maintain books and records identifying all of the funds on

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