ONSITE ENERGY CORP, SC 13D, 1997-11-19

ONSITE ENERGY CORP
SC 13D, 1997-11-19
ENGINEERING SERVICES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

ONSITE ENERGY CORPORATION
(Name of Issuer)

CLASS A COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)

68284P 10 8
(CUSIP Number)

Gruber & McBaine Capital Management, LLC
50 Osgood Place, Penthouse
San Francisco, CA 94133
(415) 981-2101

Copies to:

Richard T. Sperberg Scott E. Bartel, Esq.
Onsite Energy Corporation Bartel Eng Linn & Schroder
701 Palomar Airport Rd., # 200 300 Capitol Mall, Ste. 1100
Carlsbad, CA 92009 Sacramento, CA 95814
(760) 931-2400 (916) 442-0400
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)

OCTOBER 31, 1997
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisitions which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box <square>.

Check the following box if a fee is being paid with the statement <square>.

Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

<PAGE>1

CUSIP No. 68284P 10 8 Page 1 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Gruber & McBaine Capital Management
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

7. SOLE VOTING POWER
131,600
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
0
______________________________
9. SOLE DISPOSITIVE POWER
131,600
______________________________
10. SHARED DISPOSITIVE POWER
0
______________________________

- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,600
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------

<PAGE>2

CUSIP No. 68284P 10 8 Page 2 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Gruber & McBaine Capital Management, LLC
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

7. SOLE VOTING POWER
0
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
9,039,090
______________________________
9. SOLE DISPOSITIVE POWER
0
______________________________
10. SHARED DISPOSITIVE POWER
890,072
______________________________

- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,039,090
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.7%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- -----------------------------------------------------------------

<PAGE>3

CUSIP No. 68284P 10 8 Page 3 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Jon D. Gruber
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

7. SOLE VOTING POWER
123,500
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
10,042,495
______________________________
9. SOLE DISPOSITIVE POWER
123,500
______________________________
10. SHARED DISPOSITIVE POWER
2,967,382
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,165,995
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.7%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------

<PAGE>4

CUSIP No. 68284P 10 8 Page 4 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
J. Patterson McBaine
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,159,395
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.6%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------

<PAGE>5

CUSIP No. 68284P 10 8 Page 5 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Thomas O. Lloyd-Butler
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
7. SOLE VOTING POWER
8,000
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
9,170,690
______________________________
9. SOLE DISPOSITIVE POWER
8,000
______________________________
10. SHARED DISPOSITIVE POWER
1,021,672
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,178,690
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.5%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------

<PAGE>6

CUSIP No. 68284P 10 8 Page 6 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Lagunitas Partners, LP, a California Limited Partnership
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -----------------------------------------------------------------
7. SOLE VOTING POWER
339,090
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
8,700,000
______________________________
9. SOLE DISPOSITIVE POWER
890,072
______________________________
10. SHARED DISPOSITIVE POWER
0
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,039,090
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.7%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------

<PAGE>7

CUSIP No. 68284P 10 8 Page 7 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Proactive Investment Managers, LP, a California Limited Partnership
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -----------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
9,571,805
______________________________
9. SOLE DISPOSITIVE POWER
0
______________________________
10. SHARED DISPOSITIVE POWER
1,945,710
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,571,805
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
60.1%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------

<PAGE>8

CUSIP No. 68284P 10 8 Page 8 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Proactive Partners, LP, a California Limited Partnership
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -----------------------------------------------------------------
7. SOLE VOTING POWER
809,300
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
8,700,000
______________________________
9. SOLE DISPOSITIVE POWER
1,883,205
______________________________
10. SHARED DISPOSITIVE POWER
0
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,509,300
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
59.7%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------

<PAGE>9

CUSIP No. 68284P 10 8 Page 9 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Fremont Proactive Partners, LP, a California Limited Partnership
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -----------------------------------------------------------------
7. SOLE VOTING POWER
62,505
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
0
______________________________
9. SOLE DISPOSITIVE POWER
62,505
______________________________
10. SHARED DISPOSITIVE POWER
0
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,505
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------

<PAGE>10

CUSIP No. 68284P 10 8 Page 10 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Charles C. McGettigan
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
7. SOLE VOTING POWER
171,391
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
9,571,805
______________________________
9. SOLE DISPOSITIVE POWER
171,391
______________________________
10. SHARED DISPOSITIVE POWER
1,945,710
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,743,196
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
61.1%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------

<PAGE>11

CUSIP No. 68284P 10 8 Page 11 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Myron A. Wick, III
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
9,571,805
______________________________
9. SOLE DISPOSITIVE POWER
0
______________________________
10. SHARED DISPOSITIVE POWER
1,945,710
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,571,805
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
60.1%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------

<PAGE>12

CUSIP No. 68284P 10 8 Page 12 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Richard T. Sperberg
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
7. SOLE VOTING POWER
1,420,342
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
9,077,832
______________________________
9. SOLE DISPOSITIVE POWER
2,636,439
______________________________
10. SHARED DISPOSITIVE POWER
377,832
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,498,174
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
67.0%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------

<PAGE>13

CUSIP No. 68284P 10 8 Page 13 of 21
- -----------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
William M. Gary, III
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a <square>
b <checked-box>
- -----------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) <square>
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
7. SOLE VOTING POWER
833,691
NUMBER OF ______________________________
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
9,077,832
______________________________
9. SOLE DISPOSITIVE POWER
1,992,707
______________________________
10. SHARED DISPOSITIVE POWER
377,832
______________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,911,523
- -----------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.3%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------

<PAGE>14

CUSIP No. 68284P 10 8 Page 14 of 21
- -----------------------------------------------------------------

ONSITE ENERGY CORPORATION

SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER.

This statement relates to shares of Class A Common Stock, $0.001 par
value (the "Common Stock"), of Onsite Energy Corporation, a Delaware
corporation ("Onsite"). Onsite is located at 701 Palomar Airport Road,
Suite 200, Carlsbad, California 92009.

ITEM 2. IDENTITY AND BACKGROUND.

The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, is as follows:

NAME: Gruber and McBaine Capital Management, L.L.C. ("LLC"); Gruber
and McBaine Capital Management, a California corporation ("GMCM"); Jon D.
Gruber ("Gruber"); J. Patterson McBaine ("McBaine"); Thomas O. Lloyd-Butler
("TLB"); Lagunitas Partners, L.P., a California limited partnership
("Lag"); Proactive Investment Managers, LP, a California limited
partnership ("PIM"); Proactive Partners, LP, a California limited
partnership ("PP"); Fremont Proactive Partners, LP, a California limited
partnership ("FPP"); Charles C. McGettigan ("CCM"); Myron A. Wick, III
("MAW"); Richard T. Sperberg ("RTS"); and William M. Gary, III ("WMG").

ADDRESS: The business address of LLC, GMCM, Gruber, McBaine, TLB,
Lag, PIM, PP, FPP, CCM and MAW, is 50 Osgood Place, Penthouse, San
Francisco, CA 94133.

The business address of RTS and WMG is 701 Palomar Airport Rd., Suite
200, Carlsbad, CA 92009.

PRESENT OCCUPATION/BUSINESS. Gruber and McBaine are the sole
directors and occupy all the executive offices of GMCM, which is an
investment adviser. Gruber, McBaine, and TLB are the shareholders of GMCM.
Gruber and McBaine are the Managers and Gruber, McBaine and TLB are the
members of LLC, an investment adviser. Lag is an investment limited
partnership. LLC is the general partner of Lag. PIM is an investment
limited partnership. Gruber, McBaine, CCM and MAW are the general partners
of PIM, an investment limited partnership. PIM is the general partner of
PP, an investment limited partnership and of FPP, an investment limited
partnership.

CCM is also Chairman of the Board of Onsite. RTS is the Chief
Executive Officer, President, Chief Financial Officer and a

<PAGE>15

director of Onsite. WMG is Executive Vice President, Secretary
and a director of Onsite.

NO CRIMINAL PROCEEDINGS. During the last five years, none of such
persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

NO CIVIL SECURITIES PROCEEDINGS. During the last five years, none of
such persons was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.

CITIZENSHIP/PLACE OF ORGANIZATION. All natural persons listed above
are citizens of the United States of America. All entities listed above
are organized under the laws of the State of California.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Under Rule 13d-5(b)(1), the persons filing this statement may be
deemed to have acquired shares of Common Stock when they entered into a
voting agreement with Westar Capital, Inc. pursuant to the transactions
described below. The shares subject to the voting agreement were already
owned by the persons filing this statement.

ITEM 4. PURPOSE OF TRANSACTION.

On October 28, 1997, Onsite entered into a "Plan And Agreement of
Reorganization" (the "Reorganization Agreement") with Westar Business
Services, Inc., a Kansas corporation ("WBS"), Westar Energy, Inc. ("Westar
Energy"), a Kansas corporation and sole shareholder of WBS and Westar
Capital, Inc., a Kansas corporation ("Westar Capital"), pursuant to which
WBS became a wholly-owned subsidiary of Onsite.

In a related transaction, on October 28, 1997, Onsite entered into a
Stock Subscription Agreement (the "Stock Agreement") with Westar Capital.
Pursuant to the Stock Agreement, Onsite has made a private placement of Two
Million (2,000,000) shares of Onsite's Common Stock at Fifty Cents ($.50)
per share and Two Hundred Thousand (200,000) shares of Onsite's newly
created Series C Convertible Preferred Stock (the "Preferred Stock") at
Five Dollars ($5.00) per share. Each share of the Preferred Stock is
convertible into five shares on Onsite's Common Stock and earns a dividend
of 9.75% per annum.

To induce the parties to enter into the Stock Agreement and
Reorganization Agreement, Onsite shareholders RTS, WMG, PP and Lag have
entered into an agreement with Westar Capital (the "Stockholders

<PAGE>16

Agreement") to ensure that Westar Capital will receive representation on
Onsite's board of directors in proportion to its ownership.

STOCKHOLDERS AGREEMENT. Pursuant to the Stockholders Agreement, a
copy of which is attached hereto and incorporated by reference herein,
Westar Capital shall be entitled to recommend additional directors,
calculated as if all of its stockholdings, had been converted into Onsite
Common Stock and were voted cumulatively with all classes of Onsite's
voting stock and as if the board of directors were not classified and all
director terms were expiring; provided, however, that prior to conversion
of Westar Capital's Preferred Stock into Onsite Common Stock, the number of
directors Westar Capital shall be entitled to recommend shall be reduced by
one below the number Westar Capital would be entitled to recommend under
cumulative voting, and provided further, that, during the term of the
Stockholders Agreement, the number of directors Westar Capital is entitled
to recommend in no event shall be reduced below one. The Stockholders
Agreement will terminate the earlier of (i) October 28, 2002, or (ii) the
date upon which the stockholdings of Westar Capital and its affiliates
counted as if all converted to Onsite Common Stock falls below ten percent
(10%) of the outstanding Common Stock of Onsite on a fully-diluted basis.

To accomplish this board representation objective, the parties have
agreed that all shares subject to the Stockholders Agreement shall vote in
favor of all of the nominees of both Westar Capital and the Onsite
nominating committee at all elections of directors of Onsite held during
the term of the Stockholders Agreement. Should the nominating committee
not implement the recommendations of Westar Capital as provided above, the
parties to the Stockholders Agreement shall take all necessary steps to
nominate and elect Westar Capital's representatives.

The Stockholders Agreement applies only to the election of directors
as set forth above, and does not apply for any other matters which may be
presented to the shareholders of Onsite.

The foregoing description of the Stockholders Agreement is a summary
of certain of its provisions and reference is made to the copy of the
Stockholders Agreement filed herewith.

REORGANIZATION AGREEMENT. Pursuant to the Reorganization Agreement,
the parties effected a "tax free" exchange under Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended (the "Reorganization").
Specifically, Onsite acquired 100% of WBS's issued and outstanding capital
stock, consisting solely of Common Stock, no par value, in exchange for One
Million Seven Hundred Thousand (1,700,000) shares of Onsite's Common Stock,
par value $0.001 per share. An additional 800,000 shares of Onsite Common
Stock will be delivered to Westar Capital in the event that WBS has
executed certain additional business contracts. The number of shares

<PAGE>17

issued was determined through negotiations between the parties. As a
result of the Reorganization, WBS is now a wholly-owned subsidiary of
Onsite.

The foregoing description of the Reorganization Agreement is a summary
of certain of its provisions and reference is made to a copy of the
Reorganization Agreement which was filed with Onsite's Form 8-K for October
31, 1997.

STOCK AGREEMENT. Under the Stock Agreement, between June 30, 1998 and
December 31, 1998, Westar Capital also has the right to purchase up to two
million (2,000,000) additional shares of Onsite's Common Stock at market
price, but not below $1.00 or above $2.00 per share. Further, Onsite may
require further investment in Preferred Stock by Westar Capital of up to
two million dollars ($2,000,000) before the end of 1998.

Further, as part of the Stock Agreement, Westar Capital will limit its
equity ownership to 45% of the outstanding shares of the Common Stock on a
fully diluted basis for a period of five years, unless it receives Onsite's
permission to exceed such limit.

Pursuant to the terms of the Stock Agreement, Westar Capital also has
preemptive rights to purchase its pro rata share of any equity offerings of
Onsite on the same terms, limited to the 45% limit set forth above. In the
case of certain acquisitions by Onsite of another corporation or
substantially all of its assets, the exercise price for the pre-emption
rights shall be the average trading price of Onsite's Common Stock. For
any such acquisitions prior to December 31, 1998, the exercise price shall
be at least $1.00, but not more than $2.00.

Additionally, Westar Capital has the right to initially elect one
director to Onsite's board, and certain Onsite shareholders have entered
into a stockholders agreement, described above, to ensure future board
representation.

The foregoing description of the Stock Agreement is a summary of
certain of its provisions and reference is made to a copy of the Stock
Agreement which is to be filed with Onsite's Form 8-K for October 31, 1997.

OTHER RIGHTS OF THE PREFERRED STOCK HOLDERS. Pursuant to the
Certificate of Designations for the Preferred Stock, if, at any time four
or more quarterly dividends, whether or not consecutive, on the Preferred
Stock shall be in default, in whole or in part, the holders of the
Preferred Stock shall be entitled to elect the smallest number of Directors
as would constitute a majority of the Board of Directors, and the holders
of the Common Stock as a class shall be entitled to elect the remaining
Directors. Such voting rights shall continue until all dividends accrued
on the Preferred Stock shall have been paid or set apart

<PAGE>18

for payment, at which time such voting power shall cease until a like
default in payment recurs.

Each share of Preferred Stock is convertible at any time at the option
of the holder into five (5) fully paid and nonassessable share of Common
Stock. Onsite may require conversion if, at any time after six months from
the date of issuance but before two years from the date of issuance of the
Preferred Stock, the Average Closing Price of Onsite's Common Stock exceeds
$2.00 per share. However, in that event, Onsite will be required to pay
that amount which the Preferred Stock would have earned in dividends had
the conversion not been forced.

MANAGEMENT INFLUENCE. Because CCM is Chairman of the Board of Onsite,
RTS is the Chief Executive Officer, President, Chief Financial Officer and
a director of Onsite, and WMG is Executive Vice President, Secretary and a
director of Onsite, each, in their respective capacities, may influence
Onsite's management.

NO FUTURE PLANS. Except as may be required by the Stockholders
Agreement, the persons filing this statement currently have no plans or
proposals that relate to or would result in any of the matters described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Based on Onsite's Form 10-KSB for the year ended June 30, 1997, Onsite
has a total of 10,944,172 shares of Common Stock outstanding as of
September 22, 1997. As a result of Stock Agreement and Reorganization
Agreement, an additional 3,700,000 shares of Common Stock have been issued,
and an additional 200,000 shares of Preferred Stock which are immediately
convertible into 1,000,000 shares of Common Stock and have full voting
rights on an as-converted basis, have been issued. For the purposes of the
calculation under Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, the persons filing this statement have used 15,644,172 as the
number of shares outstanding as of the date hereof, which includes the
Preferred Stock since it has voting power equal to that of the Common
Stock.

The beneficial ownership of the Stock of the persons named in Item 2
of this statement is as follows at the date hereof:

<TABLE>
<CAPTION>
Aggregate Beneficially
Owned Voting Power Dispositive Power
<S> <C> <C> <C> <C> <C> <C>
NAME Number Percent Sole Shared Sole Shared
GMCM 131,600 0.8 131,600 0 131,600 0
LLC 9,039,090 57.7 0 9,039,090 0 890,072
Gruber 10,165,995 63.7 123,500 10,042,495 123,500 2,967,382
McBaine 10,159,395 63.6 116,900 10,042,495 116,900 2,967,382
TLB 9,178,690 57.5 8,000 9,170,690 8,000 1,021,672
Lag 9,039,090 57.7 339,090 8,700,000 890,072 0
PIM 9,571,805 60.1 0 9,571,805 0 1,945,710
PP 9,509,300 59.7 809,300 8,700,000 1,883,205 0
FPP 62,505 0.4 62,505 0 62,505 0
CCM 9,743,196 61.1 171,391 9,571,805 171,391 1,945,710
MAW 9,571,805 60.1 0 9,571,805 0 1,945,710
RTS 10,498,174 67.0 1,420,342 9,077,832 2,636,439 377,832
WMG 9,911,523 63.3 833,691 9,077,832 1,992,707 377,832
</TABLE>

<PAGE>19

RECENT TRANSACTIONS. The persons filing this statement effected the
following transactions in the Stock, and such transactions are the only
transactions by the persons filing this statement in the Stock in the past
sixty days:

On September 11, 1997, Onsite issued warrants to RTS and PP in
consideration of assistance by RTS and PP in connection with a bond which
Onsite needed for a construction contract. RTS provided a personal
guarantee and indemnification in that regard and received warrants to
purchase 325,988 shares of Common Stock at an exercise price of per
share which expire on September 11, 2002. PP provided a cash security
deposit for a letter of credit in connection with the bonding and received
warrants to purchase 200,000 shares of Common Stock at an exercise price of
per share which expire on September 11, 2002. Gruber, McBaine,
CMC, MAW, PIM are affiliated with PP and, therefore, are deemed to have
acquired the 200,000 share warrant as well.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

The stockholders agreement, dated October 28, 1997 (the "Stockholders
Agreement"), made and entered into by and among RTS, WMG, PP, Lag and
Westar Capital, Inc. is attached hereto and is incorporated herein. A
total of 8,700,000 shares are presently subject to the Stockholders
Agreement. Westar Capital owns 4,700,000 shares of Common Stock, including
the common stock underlying the Preferred Stock which it owns, all of which
are subject to the Stockholders Agreement. RTS owns 1,216,097 shares of
Common Stock which are subject to the Stockholders Agreement. WMG owns
1,159,016 shares of Common Stock which are subject to the Stockholders
Agreement. PP owns 1,073,905 shares of Common Stock which are subject to

<PAGE>20

the Stockholders Agreement and Lag owns 550,982 shares of Common Stock
which are subject to the Stockholders Agreement. The other persons filing
this statement own the shares subject to the Stockholders Agreement through
affiliations with parties to the Stockholders Agreement.

LLC is the general partners of Lag, pursuant to limited partnership
agreements providing to Gruber and McBaine, who manage LLC, the authority,
among other things, to invest the funds of Lag in the Stock, to vote and
dispose of those securities and to file this statement on behalf of Lag.
Gruber, McBaine, CCM and MAW are the general partners of PIM, which is the
general partner of PP and FPP, pursuant to a limited partnership agreement
providing to PIM the authority, among other things, to invest the funds of
PP and FPP, respectively, in the Stock, to vote and dispose of those
securities and to file this statement on behalf of PP and FPP,
respectively. Pursuant to those limited partnership agreements, the
general partners of Lag, PP and FPP are entitled to fees based on assets
under management and realized and unrealized gains, if certain conditions
are met. Pursuant to investment management agreements, GMCM and LLC are
authorized, among other things, to invest funds of its various investment
advisory clients, and to vote and dispose of those securities. Such
investment management agreements may be terminated by either party on
thirty days' notice, and provide for fees payable to GMCM and LLC,
respectively, based on assets under management and realized and unrealized
gains, if certain conditions are met. Pursuant to authority granted to
GMCM and LLC, respectively, orally and under a Power of Attorney, GMCM and
LLC, respectively, are authorized, among other things, to invest funds of
various relatives and affiliates of Gruber and McBaine. Such authority may
be terminated at any time on notice and there are no fees payable to GMCM
or LLC for such services.

RTS and WMG have entered into an Agreement of Stock Purchase and Sale
("SPA") whereby they have sold, subject to payment and vesting, shares of
Onsite Energy, a California corporation and predecessor to Onsite ("Onsite-
Cal") to Hector Esquer and Frank Mazanec, neither of whom is a beneficial
owner of five percent (5%) or more of Onsite's outstanding stock. Until a
share is paid for, all voting and dispositive rights remain with the
seller. Upon vesting and payment, each such purchaser of the Onsite-Cal
shares becomes entitled to the same number of Onsite Common Stock and other
securities received by the sellers pursuant to the reorganization between
Onsite-Cal and Western Energy Management, Inc. in February 1994, with
respect to the shares sold. Subsequently the parties to the SPA executed a
Memorandum of Understanding concerning the SPA. As of the date of this
statement, RTS still beneficially owns 360,525 shares of Onsite Common
Stock and warrants to purchase an additional 17,307 shares of Onsite Common
Stock, and WMG still beneficially owns 360,525 shares of Onsite Common
Stock and warrants to purchase an additional 17,307 shares of Onsite Common
Stock, all of which are subject to the SPA.

<PAGE>21

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

A. Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G (including power of attorney).

B. Stockholders Agreement, dated October 31, 1997.

C. Stock Purchase Agreement, dated February 3, 1994.

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.

DATE: November 17, 1997. PROACTIVE INVESTMENT
MANAGERS,, LP, A
JON D. GRUBER CALIFORNIA LIMITED PARTNERSHIP
JON D. GRUBER

By CHARLES C. MCGETTIGAN
J. PATTERSON MCBAINE Charles C. McGettigan
J. PATTERSON MCBAINE General Partner

THOMAS LLOYD-BUTLER PROACTIVE PARTNERS, LP, A
THOMAS LLOYD-BUTLER CALIFORNIA LIMITED PARTNERSHIP

By Proactive Investment
GRUBER & MCBAINE CAPITAL Managers, L.P., General
MANAGEMENT, LLC Partner

By J. PATTERSON MCBAINE By CHARLES C. MCGETTIGAN
J. Patterson McBaine, Charles C. McGettigan
Manager General Partner

GRUBER & MCBAINE CAPITAL FREMONT PROACTIVE PARTNERS,
MANAGEMENT LP, A CALIFORNIA LIMITED
PARTNERSHIP

By J. PATTERSON MCBAINE
J. Patterson McBaine, By Proactive Investment
President Managers, L.P., General
Partner
LAGUNITAS PARTNERS, A
CALIFORNIA LIMITED PARTNERSHIP By CHARLES C. MCGETTIGAN
Charles C. McGettigan
By J. PATTERSON MCBAINE General Partner
J. Patterson McBaine,
General Partner RICHARD T. SPERBERG
RICHARD T. SPERBERG
CHARLES C. MCGETTIGAN
CHARLES C. MCGETTIGAN WILLIAM M. GARY, III
WILLIAM M. GARY, III
MYRON A. WICK, III
MYRON A. WICK, III

<PAGE>

EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or schedule
13G (and any amendments or supplements thereto) required under section
13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of securities of Onsite Energy
Corporation. For that purpose, the undersigned hereby constitute and
appoint Gruber & McBaine Capital Management, as their true and lawful agent
and attorney-in-fact, with full power and authority for and on behalf of
the undersigned to prepare or cause to be prepared, sign, file with the SEC
and furnish to any other person all certificates, instruments, agreements
and documents necessary to comply with said section 13(d) in connection
with said purchases, and to do and perform every act necessary and proper
to be done incident to the exercise of the foregoing power, as fully as the
undersigned might or could do if personally present.

DATE: November 17, 1997. PROACTIVE INVESTMENT
MANAGERS,, LP, A
JON D. GRUBER CALIFORNIA LIMITED PARTNERSHIP
JON D. GRUBER
By CHARLES C. MCGETTIGAN
J. PATTERSON MCBAINE Charles C. McGettigan
J. PATTERSON MCBAINE General Partner

THOMAS LLOYD-BUTLER PROACTIVE PARTNERS, LP, A
THOMAS LLOYD-BUTLER CALIFORNIA LIMITED PARTNERSHIP

By Proactive Investment
GRUBER & MCBAINE CAPITAL Managers, L.P., General
MANAGEMENT, LLC Partner

By J. PATTERSON MCBAINE By CHARLES C. MCGETTIGAN
J. Patterson McBaine, Charles C. McGettigan
Manager General Partner

GRUBER & MCBAINE CAPITAL FREMONT PROACTIVE PARTNERS,
MANAGEMENT LP, A CALIFORNIA LIMITED
PARTNERSHIP
By J. PATTERSON MCBAINE
J. Patterson McBaine, By Proactive Investment
President Managers, L.P., General
Partner
LAGUNITAS PARTNERS, A
CALIFORNIA LIMITED PARTNERSHIP By CHARLES C. MCGETTIGAN
Charles C. McGettigan
By J. PATTERSON MCBAINE General Partner
J. Patterson McBaine,
General Partner RICHARD T. SPERBERG
RICHARD T. SPERBERG
CHARLES C. MCGETTIGAN
CHARLES C. MCGETTIGAN WILLIAM M. GARY, III
WILLIAM M. GARY, III
MYRON A. WICK, III
MYRON A. WICK, III

<PAGE>

EXHIBIT B

STOCKHOLDERS AGREEMENT OF ONSITE ENERGY CORPORATION

THIS STOCKHOLDERS AGREEMENT, dated October 28, 1997 (the "Agreement"),
is made and entered into by and among the following parties: (i) the
shareholders of Onsite Energy Corporation identified in Exhibit A hereto
(the "Onsite Shareholders"); and (ii) Westar Capital, Inc., a Kansas
corporation ("Capital").

RECITALS

WHEREAS, Capital and Onsite Energy Corporation, a Delaware corporation
("Onsite") have entered into a Stock Subscription Agreement dated October
28, 1997 (the "Stock Subscription Agreement") pursuant to which, among
other things, Westar shall acquire shares of the Class A Common Stock of
Onsite, par value $0.001 ("Onsite Common Stock"), and shares of the Series
C Convertible Preferred Stock of Onsite, par value $0.001 ("Onsite
Preferred Stock");

WHEREAS, Section 4.5(a) of the Stock Subscription Agreement provides
as a condition precedent to closing that the Onsite Shareholders and
Capital shall have entered into a voting agreement wherein Capital shall
have the right to elect one director, upon the initial issuance of the
Onsite Common Stock, with rights to elect additional directors accruing as
set forth herein;

WHEREAS, Capital and Onsite are parties to that certain Plan and
Agreement of Reorganization dated October 28, 1997 (the "Reorganization
Agreement") pursuant to which, among other things, Westar shall receive
shares of the Class A Common Stock of Onsite, par value $0.001 ("Onsite
Common Stock");

WHEREAS, Section 2.4 of the Reorganization Agreement also provides for
a Stockholders Agreement; and

WHEREAS, the parties desire to enter into this Stockholders Agreement
for the purpose of effectuating the intent of Section 4.5(a) of the Stock
Subscription Agreement and Section 2.4 of the Reorganization Agreement.

NOW, THEREFORE, for the mutual promises contained herein and in the
Stock Subscription Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the Onsite Shareholders and Capital hereby AGREE AS FOLLOWS:

1. SHARES SUBJECT TO AGREEMENT. The number of shares of Onsite
Common Stock listed opposite the names of the Onsite Shareholders in
Exhibit A hereto shall be subject to this Agreement. Exhibit A is
incorporated herein and made a part of this Agreement by this reference.
In addition, the number of shares of Onsite Common Stock listed opposite
the name of Capital in Exhibit B hereto, and all Onsite Class A Common
shares underlying the number of shares of Onsite Preferred Stock listed
opposite the name of Capital in Exhibit B shall be subject to this
Agreement. Exhibit B is incorporated herein and made a part of this
Agreement by this reference.

2. RIGHT TO NOMINATE DIRECTORS. Upon the initial issuance of the
Onsite Common Stock and Onsite Preferred Stock pursuant to the Stock
Subscription Agreement, Capital shall have the right to recommend one
director to the nominating committee of the Onsite board of directors.
Thereafter, except as provided in this Agreement, Capital shall be entitled
to recommend additional directors, calculated as if all of its
stockholdings, and the stockholdings of its sister corporation, Westar
Energy, Inc., a Kansas corporation ("Energy") had been converted into
Onsite Common Stock and were voted cumulatively with all classes of
Onsite's voting stock and as if the board of directors were not classified
and all director terms were expiring; provided, however, that prior to
conversion of Capital's preferred stock into Onsite Common Stock, the
number of directors Capital shall be entitled to recommend shall be reduced
by one below the number Capital would be entitled to recommend under
cumulative voting, and provided further, that, during the term of this
Agreement, the number of directors Capital is entitled to recommend in no
event shall be reduced below one.

Provided, however, that nothing provided herein shall reduce the right
of the holders of the Series C Preferred Stock to elect additional
directors in the event of default in payment of preferred dividends as
provided in the Certificate of Designation of Series C Convertible
Preferred Stock.

3. AGREEMENT TO NOMINATE DIRECTORS AND VOTE SHARES. The parties
agree that the nominating committee of the Onsite board of directors shall
have the right to nominate the remaining directors for the board of Onsite.
All shares subject to this Agreement as identified in Section 1 above shall
vote in favor of all of the nominees of both Capital and the Onsite
nominating committee at all elections of directors of Onsite held during
the term of this Agreement.

4. AGREEMENT TO TAKE NECESSARY STEPS. In the event the nominating
committee of the Onsite board of directors does not implement the
recommendations of Capital as provided in Section 2, the parties to this
Agreement shall take all necessary steps to nominate and elect Capital's
representatives.

5. SHARE CERTIFICATE LEGEND. Each certificate representing the
Onsite Common Stock and Onsite Preferred Stock held by the Onsite
Shareholders and by Capital and subject to this Agreement shall be stamped
or otherwise imprinted with a legend in the following form (in addition to
any legend required under applicable securities laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDERS AGREEMENT DATED OCTOBER 28, 1997 BY AND BETWEEN CERTAIN
SHAREHOLDERS OF ONSITE ENERGY CORPORATION AND WESTAR CAPITAL, INC., A
COPY OF WHICH MAY BE OBTAINED FREE OF CHARGE FROM THE COMPANY UPON
REQUEST.

Upon the sale of the Onsite Common Stock and/or the Onsite Preferred
Stock subject to this Agreement (i) by any of the Onsite Shareholders and
with the written consent of Capital (which consent shall not be
unreasonably withheld or delayed) or, (ii) by Capital and with the written
consent of the Onsite Shareholders holding a majority of the shares subject
to this Agreement (which consent shall not be unreasonably withheld or
delayed), each new share certificate issued in connection with such sale
and receipt of the appropriate written consent shall be free of the
foregoing legend.

6. TERMINATION OF AGREEMENT. This Agreement shall terminate the
earlier of: (i) five (5) years after the date first written above, or (ii)
the date upon which the stockholdings of Capital and its affiliates counted
as if converted to Onsite Common Stock, falls below 10% of the outstanding
Common Stock of the Company on a fully-diluted basis, calculated by adding
the total number of shares of common stock then issued and outstanding to
the number of shares of underlying common stock represented by all then
outstanding (i) preferred stock convertible into common stock, and (ii) any
other outstanding securities convertible into or exercisable for shares of
common stock held by any Person, which are at a price below the then
Average Closing Price, as that term is defined in Section 7.1 of the Stock
Subscription Agreement.

7. MERGER OR CONSOLIDATION. If Onsite is merged into or
consolidated with another corporation, or all or substantially all of the
assets of Onsite are transferred to another corporation, then the term
"Onsite" shall be construed to include the successor corporation; and the
Onsite Shareholders and Capital shall receive and hold under this Agreement
any shares of the successor corporation received by them as a result of
their ownership of shares held by them under this Agreement before the
merger, consolidation, or transfer. Certificates issued and outstanding
under this Agreement at the time of the merger, consolidation, or transfer
may remain outstanding, but the Onsite Shareholders and Capital may, at
their discretion, substitute for these voting certificates new certificates
in appropriate form.

8. NECESSARY ACTS. The parties shall perform any acts, including
executing any documents, that may be reasonably necessary to carry out
fully the provisions and intent of this Agreement.

9. ENTIRE AGREEMENT. This Agreement and the Exhibits and other
documents referred to herein constitute the entire agreement among the
parties and no party shall be liable or bound to any other party in any
manner by any warranties, representations, or covenants except as
specifically set forth herein or therein.

10. ASSIGNMENT. Neither this Agreement nor any duties, rights or
obligations under this Agreement may be assigned by either party without
the prior written consent of the other, which consent shall not be
unreasonably withheld or delayed, except Capital may assign this Agreement
to an affiliate without consent.

11. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors, heirs and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors,
heirs and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this
Agreement.

12. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

13. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

14. NOTICES. All notices or other communications required hereunder
shall be in writing and shall be sufficient in all respects and shall be
deemed delivered after 5 days if sent via registered or certified mail,
postage prepaid; the next day if sent by overnight courier service; or one
business day after transmission, if sent by facsimile to the following:

If to an Onsite Shareholder:
The address appearing for him or her on
Exhibit A attached hereto

with copies to: Onsite Energy Corporation
701 Palomar Airport Road, Suite 200
Carlsbad, CA 92009
Attn: Richard T. Sperberg
Fax: (760) 931-2405

Bartel Eng Linn & Schroder
300 Capitol Mall, Suite 1100
Sacramento, CA 95814
Attn: Scott E. Bartel, Esq.
Fax: (916) 442-3442

If to Capital: Westar Capital, Inc.
PO Box 889
818 Kansas Avenue
Topeka, KS 66601
Attn: Rita A. Sharpe
Fax: (785) 575-1771

with copies to: Westar Capital, Inc.
PO Box 889
818 Kansas Avenue
Topeka, KS 66601
Attn: John K. Rosenberg
Fax: (785) 575-1788

Any party hereto may change its address for purposes hereof by notice to
all other parties hereto.

15. REMEDIES. The parties agree that in addition to all other
remedies available at law or in equity, the parties shall be entitled to
specific performance of the obligations of each party to this Agreement and
immediate injunctive relief. The parties also agree that if an action is
brought in equity to enforce a party's obligations, no party shall argue,
as a defense, that there is an adequate remedy at law.

16. DISPUTE RESOLUTION. Notwithstanding Section 15 above with
respect to immediate injunctive relief, no party to this Agreement shall be
entitled to take legal action with respect to any dispute relating hereto
until it has complied in good faith with the following alternative dispute
resolution procedures. This Section shall not apply to the extent it is
deemed necessary to take legal action immediately to preserve a party's
adequate remedy.

a. Negotiation. The parties shall attempt promptly and in
good faith to resolve any dispute arising out of or relating to this
Agreement, through negotiations between representatives who have authority
to settle the controversy. Any party may give the other party written
notice of any such dispute not resolved in the normal course of business.
Within 20 days after delivery of the notice, representatives of both
parties shall meet at a mutually acceptable time and place, and thereafter
as often as they reasonably deem necessary, to exchange information and to
attempt to resolve the dispute, until the parties conclude that the dispute
cannot be resolved through unassisted negotiation. Negotiations extending
sixty days after notice shall be deemed at an impasse, unless otherwise
agreed by the parties.

If a negotiator intends to be accompanied at a meeting by an attorney,
the other negotiator(s) shall be given at least three working days' notice
of such intention and may also be accompanied by an attorney. All
negotiations pursuant to this clause are confidential and shall be treated
as compromise and settlement negotiations for purposes of the Federal and
state Rules of Evidence.

b. ADR Procedure. If a dispute with more than $20,000.00
at issue has not been resolved within 60 days of the disputing party's
notice, a party wishing resolution of the dispute ("Claimant") shall
initiate assisted Alternative Dispute Resolution ("ADR") proceedings as
described in this Section. Once the Claimant has notified the other
("Respondent") of a desire to initiate ADR proceedings, the proceedings
shall be governed as follows: By mutual agreement, the parties shall
select the ADR method they wish to use. That ADR method may include
arbitration, mediation, mini-trial, or any other method which best suits
the circumstances of the dispute. The parties shall agree in writing to
the chosen ADR method and the procedural rules to be followed within 30
days after receipt of notice of intent to initiate ADR proceedings. To the
extent the parties are unable to agree on procedural rules in whole or in
part, the current Center for Public Resources ("CPR") Model Procedure for
Mediation of Business Disputes, CPR Model Mini-trial Procedure, or CPR
Commercial Arbitration Rules--whichever applies to the chosen ADR
method--shall control, to the extent such rules are consistent with the
provisions of this Section. If the parties are unable to agree on an ADR
method, the method shall be arbitration.

The parties shall select a single Neutral (as defined by CPR) third
party to preside over the ADR proceedings, by the following procedure:
Within 15 days after an ADR method is established, the Claimant shall
submit a list of 5 acceptable Neutrals to the Respondent. Each Neutral
listed shall be sufficiently qualified, including demonstrated neutrality,
experience and competence regarding the subject matter of the dispute. A
Neutral who is an attorney or former judge shall be deemed to have adequate
experience. None of the Neutrals may be present or former employees,
attorneys, or agents of either party. The list shall supply information
about each Neutral, including address, and relevant background and
experience (including education, employment history and prior ADR
assignments). Within 15 days after receiving the Claimant's list of
Neutrals, the Respondent shall select one Neutral from the list, if at
least one individual on the list is acceptable to the Respondent. If none
on the list are acceptable to the Respondent, the Respondent shall submit a
list of 5 Neutrals, together with the above background information, to the
Claimant. Each of the Neutrals shall meet the conditions stated above
regarding the Claimant's Neutrals. Within 15 days after receiving the
Respondent's list of Neutrals, the Claimant shall select one Neutral, if at
least one individual on the list is acceptable to the Respondent. If none
on the list are acceptable to the Claimant, then the parties shall request
assistance from the Center for Public Resources, Inc., to select a Neutral.

The ADR proceeding shall take place within 30 days after the Neutral
has been selected. The Neutral shall issue a written decision within 30
days after the ADR proceeding is complete. Each party shall be responsible
for an equal share of the costs of the ADR proceeding. The parties agree
that any applicable statute of limitations shall be tolled during the
pendency of the ADR proceedings, and no legal action may be brought in
connection with this Agreement during the pendency of an ADR proceeding.

The Neutral's written decision shall become final and binding on the
parties, unless a party objects in writing within 30 days of receipt of the
decision. The objecting party may then file a lawsuit in any court allowed
by this Agreement. The Neutral's written decision shall be admissible in
the objecting party's lawsuit.

17. AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the parties. Any
amendment or waiver effected in accordance with this paragraph shall be
binding upon the parties, their successors, heirs or assigns, and each
future holder of such securities. A waiver by any party hereto of a
default in the performance of this Agreement shall not operate as a waiver
of any future or other default, whether of a like or different kind.

18. SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the parties shall use their efforts to
substitute provisions of substantially the same effect. The balance of
this Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms.

19. COUNTERPARTS; SIGNATURES. This Agreement may be executed in one
or more counterparts, each of which may be deemed an original, but all of
which together shall constitute one and the same instrument. This
Agreement may be executed by a party and sent to the other parties via
facsimile transmission and the facsimile transmitted copy shall have the
same integrity, force and effect as an original document.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

ONSITE SHAREHOLDERS:

By: RICHARD T. SPERBERG
Richard T. Sperberg, an individual

By: WILLIAM M. GARY
William M. Gary, III, an individual

PROACTIVE PARTNERS, L.P.

By: CHARLES MCGETTIGAN
Charles McGettigan, General Partner
of ProActive Investment Managers,
LP General Partner

LAGUNITAS PARTNERS, L.P.

By: JON D. GRUBER
Jon D. Gruber, General Partner of
Gruber & McBaine Capital
Management,
General Partner

CAPITAL:

Westar Capital, Inc.

By: RITA A. SHARPE
Rita A. Sharpe, President

<PAGE>

EXHIBIT A

ONSITE SHAREHOLDERS AND SHARES SUBJECT TO THIS AGREEMENT

SHAREHOLDER AND ADDRESS SHARES

Richard T. Sperberg 1,216,097
6823 El Fuerte
Carlsbad, CA 92009

William M. Gary 1,159,016
3775 San Gregorio
San Diego, CA 92130

Proactive Partners, LP 1,073,905
c/o Charles McGettigan
50 Osgood Place, Penthouse
San Francisco, CA 94133

Lagunitas Partners, LP 550,982
50 Osgood Place, Penthouse
San Francisco, CA 94133

4,000,000

<PAGE>

EXHIBIT B

CAPITAL SHARES

Common Shares Purchased Pursuant to
Stock Subscription Agreement 2,000,000

Common Shares Underlying 200,000 Series C
Preferred Shares Purchased Pursuant to
Stock Subscription Agreement 1,000,000

Common Shares to be Exchanged for Westar in accordance with
Business Services Plan and Agreement
Reorganization

Other Common Shares and Preferred Shares in accordance with
Purchased Pursuant to Stock Stock Subscription
Subscription Agreement Agreement

<PAGE>

EXHIBIT C
AGREEMENT OF STOCK PURCHASE AND SALE

This Agreement is made effective this 3rd day of February, 1994, by
and between RICHARD T. SPERBERG ("Sperberg"), WILLIAM M. GARY III ("Gary"),
and HECTOR A. ESQUER ("Esquer"), sometimes individually referred to as
"Seller" and collectively "Sellers", and ESQUER and FRANK J. MAZANEC
("Mazanec"), sometimes individually referred to as "Buyer" and collectively
referred to as "Buyers."

RECITALS

WHEREAS, Sellers currently own all the outstanding shares of Onsite
Energy, a California corporation ("Onsite"); and

WHEREAS, Onsite has agreed to merge with and into Onsite Energy
Corporation, a Delaware corporation ("New Onsite"), pursuant to which
Onsite shareholders will receive certain shares, warrants and options of
New Onsite (the "Reorganization"); and

WHEREAS, Sellers wish to sell a certain portion of their shares to
Buyers and Buyers wish to purchase such shares, under the terms and
conditions set forth herein.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

1. AGREEMENT TO SELL AND PURCHASE SHARES. In the aggregate, Sellers agree
to sell the number of shares of Common Stock of Onsite (the "Shares")
listed below to Buyers in the amounts also listed below:

Sellers: Sperberg - 50,000
Gary - 50,000
Esquer - 1,020

TOTAL - 101,020

Buyers: Esquer - 50,000
Mazanec - 51,020

TOTAL - 101,020

Individually, each of the following Sellers agrees to sell to Buyer
identified below the number of Shares listed below:

Sperberg - to Esquer - 25,000
to Mazanec - 25,000

TOTAL - 50,000

Gary - to Esquer - 25,000
to Mazanec - 25,000

TOTAL - 50,000

Esquer - to Mazanec - 1,020

2. PURCHASE PRICE. The aggregate purchase price to be paid for the Shares
by each of Buyers (the "Purchase Price") is as follows:

Esquer - $300,000
Mazanec - $306,120

Individually each of the following Buyers shall pay to Seller
identified below that portion of the Purchase Price set forth below for the
respective number of Shares purchased from Seller:

to Sperberg - from Esquer - $ 50,000 for 12,500 (@ $4 per
share)
$100,000 for 12,500 (@ $8 per
share)

- from Mazanec $ 50,000 for 12,500 (@ $4 per
share)
$100,000 for 12,500 (@ $8 per
share)

SUBTOTAL - $300,000

to Gary - from Esquer - $ 50,000 for 12,500 (@ $4 per
share)
$100,000 for 12,500 (@ $8 per
share)

- from Mazanec - $ 50,000 for 12,500 (@ $4 per
share)
$100,000 for 12,500 (@ $8 per
share)

SUBTOTAL - $300,000

to Esquer - from Mazanec - $ 2,040 for 510 (@ $4 per share)
$ 4,080 for 510 (@ $8 per share)

SUBTOTAL - $ 6,120

TOTAL - $606,120

3. METHOD OF PAYMENT.

A. CASH AND/OR PROMISSORY NOTE; PURCHASE OF SHARES. At the option of
Buyer, either all or a portion of the Purchase Price may be paid in cash
upon execution of this Agreement. Any portion of the Purchase Price not
paid in cash at such time (the "Principal Portion") shall be evidenced by
promissory notes (the "Notes") executed by each of the respective Buyers in
the form of that which is attached hereto as EXHIBIT A. The Notes shall be
executed concurrently with this Agreement.

The Notes shall provide for payment of the Principal Portion and all
accrued and unpaid interest calculated as set forth herein (the "Interest
Portion") at the termination of five (5) years from execution of said Notes
(the "Maturity Date"). Interest shall accrue on the unpaid balance of the
Principal Portion at the one-month CD rate published in the "Money Rates"
section of the Wall Street Journal on the first day of the month, adjusted
each month thereafter, and accrued interest shall be compounded quarterly.
Under Section 5, the Principal Portion of the Notes shall be nonrecourse to
Buyers. The Interest Portion, however, shall be and remain a recourse
(that is, personal) liability of Buyers.

The Notes shall provide for full privilege of prepayment of all or any
part of the Principal Portion at any time without penalty. Any payments
made under the Notes shall be applied first to the payment of the Interest
Portion, and the remainder, if any, shall be applied to the Principal
Portion. Upon the payment of any portion of the Principal Portion in
accordance herewith, a proportionate amount of Shares shall be released
from the pledge provided in Section 3.b. herein and the irrevocable proxy
discussed in Section 4 (the "Released Shares"). The first Shares to be
released are those sold at $4 per Share, followed by the Shares sold at
$8.00 per Share. Thus, for example, if Mazanec pays cash of ten percent
(10%) of the Purchase Price due and owing from him (that is, $30,000) upon
execution of this Agreement, leaving a Note for $276,120, he will
immediately receive Shares in the amount of 7,500 (at $4 per Share) leaving
43,010 Shares in pledge. If soon thereafter he pays an additional $30,000
in principal plus all accrued and unpaid interest, another 7,500 of the
Shares (at $4 per Share) will be released. This will continue until all
the $4 Shares are paid for and released (35,510) and then the remaining $8
Shares will be released.

The Notes shall provide that if any payment under the Notes is in
default, or if under the terms of this Agreement or the Stock Pledge
Agreement a default is deemed to have occurred, or if Buyers fail to
perform any obligation imposed on them by this Agreement or the Stock
Pledge Agreement, Sellers may, at their option without further demand or
notice to Buyers, declare the entire unpaid Principal Portion and Interest
Portion immediately due and payable. Except as otherwise set forth (i) in
Section 3.c. below; or (ii) in the Notes with regards to payments due (a)
on the Maturity Date or (b) upon termination of Buyer's employment with
Onsite or New Onsite, if Buyers subsequently fail to pay the same within
thirty (30) days thereafter, Buyers (i) shall be deemed to have forfeited
their rights to the Pledged Shares (as defined in Section 3.b.); (ii) shall
have no further right to the Pledged Shares, all in accordance with Section
5; (iii) shall pay to Sellers the Interest Portion, which remains a
personal liability of Buyers; (iv) shall take any and all actions necessary
to cancel any share certificates representing the Pledged Shares and
transfer the same to Sellers; and (v) to the extent Buyers have personal
liability under the Notes, shall pay all costs and expenses of collection
and enforcement thereof, including court costs and reasonable attorneys'
fees.

A Note may be assigned by the respective Seller without the consent of
the respective Buyer and the holder of a Note shall inure to all the rights
and benefits of the Note.

B. STOCK PLEDGE AGREEMENT. Each Note shall be secured by a Stock
Pledge Agreement in the form of that which is attached hereto as EXHIBIT B.
The Stock Pledge Agreement shall pledge all of the Shares purchased under
the Notes (the "Pledged Shares") and shall be executed concurrently with
this Agreement. Buyer agrees that the Pledged Shares shall be delivered to
Seller to be held under the Pledge Agreement. The Pledged Shares shall be
subject to the irrevocable proxy granted herein. Further, any cash or
stock dividends for the Pledged Shares shall be paid to the holder of the
Note as payment of the Interest Portion (if any) first, and then the
remainder shall be applied to the Principal Portion. Buyer shall expressly
waive demand, notice of default and notice of sale, and shall consent to
public or private sale of the Pledged Shares in the event of default, at
the option of the holder, and Seller shall have the right to purchase at
the sale.

The Pledged Shares shall be simultaneously released from the pledge on
a pro rata basis as the Note is satisfied as described in Section 3.a., and
thereafter shall become Released Shares and no longer be deemed to be
Pledged Shares for purposes of the rights and obligations of the parties
thereto.

C. TERMINATION OF EMPLOYMENT; DEFAULT. If any portion of Buyer's
Notes is outstanding, and (i) Buyer's employment terminates with Onsite (or
New Onsite after the Reorganization), with or without cause (other than for
permanent and total disability or death); or (ii) Buyer voluntarily
terminates employment; or (iii) Buyer's employment is not renewed at the
expiration of Buyer's term of employment, such termination shall constitute
a default and shall cause (i) the Interest Portion; and (ii) the
outstanding unpaid Principal Portion on Buyer's Notes to become immediately
due and payable.

Buyer shall pay to Sellers the Interest Portion within thirty (30)
days of the date of such occurrence. Additionally, during this thirty
(30) day period, Buyer shall be entitled to obtain the release of all or
any portion of the Pledged Shares by paying to Sellers (in addition to the
Interest Portion) such portion of the Principal Portion as Buyer chooses in
exchange for the release of a pro rata portion of the Pledged Shares, all
in accordance with Section 3.a. Buyer shall be deemed to have forfeited
his right (as set forth in Section 5) to that portion of the Pledged Shares
remaining at the end of said thirty (30) day period, and Buyer shall have
no further right to such Pledged Shares, all in accordance with Section 5.

The holder of the Note(s) shall have all the rights and remedies
pursuant to this Agreement to enforce payment of the unpaid balance.

4. IRREVOCABLE PROXY. Upon execution of this Agreement, each Buyer shall
execute an irrevocable proxy to a respective Seller as to that number of
the Pledged Shares purchased subject to his respective Note. A form of the
irrevocable proxy is attached hereto as EXHIBIT C. As the undersigned
makes principal payments on the Note and Shares are released from pledge
(and thus become Released Shares) in accordance with Section 3.b., the
irrevocable proxy shall terminate with the Pledged Shares so released and
the irrevocable proxy shall only apply to the remaining number of Pledged
Shares. Released Shares released from pledge shall be calculated on the
books and records of Onsite, or New Onsite, as applicable, as the same are
released for purposes of, among other things, determining who has the right
to vote the same.

5. FORFEITURE OF RIGHT TO PLEDGED SHARES. At any time after execution of
this Agreement and up to and including the Maturity Date of the Notes, a
Buyer may elect to forfeit his right to the Pledged Shares. This means
that Buyer no longer has the right to make any payment on the Principal
Portion and thus obtain the release of the Pledged Shares. Upon such
election, the electing Buyer shall notify Sellers of his decision and (i)
Buyer's right to the Pledged Shares shall terminate; (ii) Buyer shall pay
to Sellers the Interest Portion as of the time of election under this
Section 5; (iii) Sellers shall cancel the Notes; (iv) Buyer shall take any
and all actions necessary to cancel any share certificates representing the
Pledged Shares and transfer the same to Sellers; and (v) the rights and
obligations of Sellers and Buyer under this Agreement shall terminate.

6. CERTIFICATES. All certificates evidencing the Shares shall be endorsed
as follows:

The Shares represented by this Certificate are subject to the
terms of the Agreement of Stock Purchase and Sale effective
February 3, 1994, a copy of which is on file in the office of
Onsite.

7. PROPOSED REORGANIZATION. Onsite has executed an Amended and Restated
Agreement and Plan of Reorganization in which Onsite will merge with and
into New Onsite. As a result, holders of Onsite common stock will be
entitled to shares of New Onsite Class A Common Stock, New Onsite Class B
Common Stock, New Onsite Series A Preferred Stock, New Onsite warrants for
Class A Common Stock and New Onsite options for Class A Common Stock. The
parties understand and intend that, subject to all the terms and conditions
of purchase set forth herein, Buyers will inure to any and all rights in
the New Onsite securities exchanged with respect to the Shares purchased
hereunder.

8. SEC HOLDING REQUIREMENTS. To the extent necessary to avoid the
application of Rule 16b-3, as promulgated under Section 16(b) of the
Exchange Act, Buyers shall not be entitled to transfer any Shares received
for a period of six (6) months from the date of purchase, except as the
same may be transferred to Sellers under the Stock Pledge Agreement.

9. NOTICES. All notices to be given by either party to the other shall be
in writing and may be transmitted by personal delivery, facsimile
transmission, overnight courier or mail, registered or certified, postage
prepaid with return receipt requested; PROVIDED, HOWEVER, that notices of
change of address or telex or facsimile number shall be effective only upon
actual receipt by the other party. Notices shall be delivered at the
following addresses, unless changed as provided for herein.

Richard T. Sperberg
6823 El Fuerte Street
Carlsbad, CA 92009

William M. Gary III
3975 San Gregorio Way
San Diego, CA 92130

Hector A. Esquer
7283-12 Camino de Grazia
San Diego, CA 92111

Frank J. Mazanec
651 Windmill Ranch Road
Olivenhain, CA 92057

10. ENTIRE AGREEMENT. This Agreement and the Exhibits to this Agreement
supersede any and all other agreements or understandings of the parties,
either oral or written, with respect to the purchase and sale of the
Shares, and contains the complete and final agreement and understanding of
the parties with respect thereto.

11. EFFECT OF WAIVER. The failure of either party to insist on strict
compliance with any provision of this Agreement by the other party shall
not be deemed a waiver of such provision, or a relinquishment of any right
thereunder, or to affect either the validity of this Agreement, and shall
not prevent enforcement of such provision, or any similar provision, at any
time.

12. ARBITRATION. Any controversy, dispute or claim arising out of or
relating to this Agreement, performance hereunder or breach thereof, which
cannot be amicably settled, shall be settled by arbitration conducted in
San Diego County or such other mutually agreed upon location. Said
arbitration shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association at a time and
place within the above-referenced location as selected by the
arbitrator(s).

A. INITIATION OF ARBITRATION. After seven (7) days prior written
notice to the other, either party hereto may formally initiate arbitration
under this Agreement by filing a written request therefor, and paying the
appropriate filing fees, if any.

B. HEARING AND DETERMINATION DATES. The hearing before the
arbitrator shall occur within thirty (30) days from the date the matter is
submitted to arbitration. Further, a determination by the arbitrator shall
be made within forty-five (45) days from the date the matter is submitted
to arbitration. Thereafter, the arbitrator shall have fifteen (15) days to
provide the parties with his or her decision in writing. However, any
failure to meet the deadlines in this paragraph will not affect the
validity of any decision or award.

C. BINDING NATURE OF DECISION. The decision of the arbitrator shall
be binding on the parties. Judgment thereon shall be entered in a court of
competent jurisdiction.

D. INJUNCTIVE ACTIONS. Nothing herein contained shall bar the right
of either party to seek to obtain injunctive relief or other provisional
remedies against threatened or actual conduct that will cause loss or
damages under the usual equity rules including the applicable rules for
obtaining preliminary injunctions and other provisional remedies.

E. FEES AND COSTS. The cost of arbitration, including the fees of
the arbitrator, shall initially be borne equally by the parties; provided,
the prevailing party (as determined by the arbitrator in accordance with
California Code of Civil Procedure Section 1032) shall be entitled to
recover such costs, in addition to attorneys' fees and other costs, in
accordance with Section 13 of this Agreement.

13. ATTORNEYS FEES. In the event of any litigation, arbitration or other
proceeding arising out of this Agreement, or the parties' performance as
outlined herein, the prevailing party shall be entitled to an award of
costs, including an award of reasonable attorney's fees. Any judgment,
order or award entered in any such proceeding shall designate a specific
sum as such an award of attorney's fees and costs incurred. This
attorneys' fee provision is intended to be severable from the other
provisions of this Agreement, shall survive any judgment or order entered
in any proceeding and shall not be deemed merged into any such judgment or
order, so that such further fees and costs as may be incurred in the
enforcement of an award or judgment or in defending it on appeal shall
likewise be recoverable by further order of a court or panel or in a
separate action as may be appropriate.

14. BINDING EFFECT. This Agreement shall be binding on and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors, assigns, spouses, heirs and personal and legal representatives.

15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when taken together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.

SELLERS: RICHARD T. SPERBERG
Richard T. Sperberg

WILLIAM M. GARY III
William M. Gary III

HECTOR A. ESQUER
Hector A. Esquer

FRANK J. MAZANEC
Frank J. Mazanec

<PAGE>

SPOUSAL CONSENT OF SELLER

Deborah H. Sperberg, being the spouse of Richard T. Sperberg, who

signed this Agreement of Stock Purchase and Sale (the "Agreement"), hereby

acknowledges that I have read and am familiar with the provisions of the

Agreement. I am aware that by the provisions of this Agreement my spouse

agrees to sell a portion of his shares of Onsite Energy, a California

corporation (and after the Reorganization, various securities of Onsite

Energy Corporation, a Delaware corporation) including any interest of mine

in them. I hereby consent to such sale and approve of the provisions of

the Agreement. I agree that the provisions of the Agreement control the

determination of the purchase price and the payment of the purchase price.

I agree not to hinder the transactions contemplated in the Agreement and to

execute all documents and instruments necessary to effectuate the intent of

this Agreement.

Dated: February 3, 1994 DEBORAH H. SPERBERG
Deborah H. Sperberg

<PAGE>

SPOUSAL CONSENT OF SELLER

Delfina E. Gary, being the spouse of William M. Gary III, who signed

this Agreement of Stock Purchase and Sale (the "Agreement"), hereby