EXHIBIT



                          9. AUTOMATED POWER EXCHANGE

                          SETTLEMENT ACCOUNT AGREEMENT



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                                   APPENDIX C

                        FORM SETTLEMENT ACCOUNT AGREEMENT





         This Settlement 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 a Settlement Account be established and

maintained with the Depository and Clearing Agent, into which account the

Participant shall fund, on or before the applicable Payment Due Date, all

payments required to be made under the APX Terms on such Payment Due Date.



         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 Settlement Account, with the intended result that upon

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

Settlement 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 Settlement

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:



                                       C-l

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         1.         DEFINITIONS.

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                  "SETTLEMENT 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 support the Participant's obligations

to pay all outstanding liabilities under the APX Terms on each Payment Due Date.



         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 Settlement

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 funds for deposit in the Settlement

Account. The Depository and Clearing Agent agrees to deposit any such funds in

the Settlement 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

deposit from time to time in the Settlement Account. Not less frequently than

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