Exhibit 99.3

                                                                      FINAL FORM




                          FORM OF STOCKHOLDER AGREEMENT


                                     between


                            Westar Industries, Inc.,
                              a Kansas corporation


                                       and


                            HVOLT Enterprises, Inc.,
                             a Delaware corporation




                              Dated as of [ ], 200_




                                TABLE OF CONTENTS

                                                                            Page

Article I  Certain Definitions.................................................1


Article II  Representations and Warranties.....................................6

     Section 2.1  Representations and Warranties of the Company................6
     Section 2.2  Representations and Warranties of the Stockholder............6

Article III  Stockholder and Company Conduct...................................7

     Section 3.1  Standstill Provision.........................................7
     Section 3.2  Required Reduction of Ownership Percentage...................8
     Section 3.3  Top-Up Rights................................................8
     Section 3.4  Restrictions on Transfer.....................................8
     Section 3.5  Buy-Back Options............................................10
     Section 3.6  Charter and By-laws.........................................11
     Section 3.7  Rights Agreement............................................11
     Section 3.8  Taxes Upon Conversion or Exchange...........................11
     Section 3.9  Prohibition on Senior Securities............................11
     Section 3.10 Section 203 of the DGCL.....................................12

Article IV Board Representation and Voting....................................12

     Section 4.1  Directors Designated by the Stockholder.....................12
     Section 4.2  Resignation of Stockholder Nominees.........................14
     Section 4.3  Voting......................................................14

Article V  Effectiveness and Termination......................................16

     Section 5.1  Effectiveness...............................................16
     Section 5.2  Termination.................................................16

Article VI  Miscellaneous.....................................................16

     Section 6.1  Compliance With Law.........................................16
     Section 6.2  Regulatory Matters..........................................16
     Section 6.3  Injunctive Relief...........................................17
     Section 6.4  Successors and Assigns......................................17
     Section 6.5  Amendments; Waiver..........................................17
     Section 6.6  Notices.....................................................17
     Section 6.7  APPLICABLE LAW..............................................18
     Section 6.8  Headings....................................................18
     Section 6.9  Integration.................................................19
     Section 6.10 Severability................................................19
     Section 6.11 Consent to Jurisdiction.....................................19
     Section 6.12 Counterparts................................................19


EXHIBIT A    Stockholder Nominee Notice



     This  STOCKHOLDER  AGREEMENT  dated as of [ ], 200__ (this  "Agreement") is
between HVOLT  Enterprises,  Inc. a Delaware  corporation (the  "Company"),  and
Westar Industries, Inc., a Kansas corporation (the "Stockholder").

                                   WITNESSETH:

     WHEREAS,  the  Company,  Western  Resources,  Inc.,  a  Kansas  corporation
("WRI"), Public Service Company of New Mexico, a New Mexico corporation ("PNM"),
HVK, Inc., a Kansas corporation and a wholly owned subsidiary of the Company and
HVNM, Inc., a New Mexico  corporation and wholly owned subsidiary of the Company
have  entered  into an  Agreement,  dated as of November 8, 2000,  (the  "Merger
Agreement"),  pursuant to which WRI will become a wholly owned subsidiary of the
Company  (the  "Merger")  and  pursuant to which the  Stockholder  has  acquired
Beneficial  Ownership (as defined in Article I hereof) of  55,000,000  shares of
common stock of the Company,  par value $.001 per share (the "Common Stock") and
up to shares of Series ____  Convertible  Preferred  Stock of the  Company,  par
value $.001 per share the "Convertible Preferred Stock");

     WHEREAS,  prior to the  consummation  of the Merger  (the  "Closing"),  the
Company and the Stockholder  desire to establish in this Agreement certain terms
and conditions  concerning the  acquisition and disposition of securities of the
Company by the Stockholder,  and related provisions concerning the Stockholder's
relationship with and investment in the Company; and

     WHEREAS,  concurrently with the execution and delivery hereof,  the Company
and the Stockholder are entering into a Registration Rights Agreement,  dated as
of the date hereof (the "Registration Rights Agreement"):

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein  and for  other  good  and  valuable  consideration,  receipt  and
sufficiency of which is hereby acknowledged,  the parties hereto hereby agree as
follows:

                                   Article I
                               Certain Definitions

     Section 1.1 In addition to other terms defined elsewhere in this Agreement,
as used in this Agreement,  the following terms shall have the meanings ascribed
to them below:

     "Affiliate"  shall mean, with respect to any person,  any other person that
directly  or  indirectly  through  one or  more  intermediaries  controls  or is
controlled by or is under common  control with such person.  For the purposes of
this  definition,  "control,"  when used with respect to any particular  person,
means the power to direct the management  and policies of such person,  directly
or indirectly,  whether through the ownership of voting securities,  by contract
or  otherwise;  and the  terms  "controlling"  and  "controlled"  have  meanings
correlative to the foregoing.

     "Agreement"   shall  have  the  meaning   assigned  to  such  term  in  the
introduction hereto.

     "Beneficial Owner" (and, with correlative meanings,  "Beneficially Own" and
"Beneficial Ownership") of any interest means a Person who, together with his or
its  Affiliates,  is or may be deemed a  beneficial  owner of such  interest for
purposes of Rule 13d-3 or 13d-5 under the Exchange  Act, or who,  together  with
his or its Affiliates,  has the right to become such a beneficial  owner of such
interest  (whether  such  right is  exercisable  immediately  or only  after the
passage of time) pursuant to any agreement,  arrangement  or  understanding,  or
upon  the  exercise,  conversion  or  exchange  of any  warrant,  right or other
instrument, or otherwise.

     "Board"  shall mean the Board of  Directors of the Company in office at the
applicable  time, as elected in  accordance  with the Charter and By-laws of the
Company and with the provisions of this Agreement.

     "Buy-Back  Offer"  shall have the meaning  assigned to such term in Section
3.7(a) hereof.

     "By-laws"  shall mean the by-laws of the Company,  in the form specified in
the Merger Agreement, as they may be amended from time to time.

     "Change in Control"  shall mean the  occurrence of any one of the following
events:

          (1) any  Person  (other  than  the  Stockholder  Group)  becoming  the
     Beneficial Owner, directly or indirectly, of Voting Securities, pursuant to
     the consummation of a merger,  consolidation,  sale of all or substantially
     all of the Company's  assets,  share  exchange or similar form of corporate
     transaction  involving the Company or any of its subsidiaries that requires
     the approval of the Company's stockholders, whether for such transaction or
     the  issuance  of  securities  in such  transaction,  so as to  cause  such
     Person's Voting Ownership  Percentage to exceed the Control  Percentage (as
     defined  below);  provided,  however,  that  the  event  described  in this
     paragraph (1) shall not be deemed to be a Change in Control if it occurs as
     the  result  of any  of the  following  acquisitions:  (A) by any  employee
     benefit plan  sponsored or maintained by the Company or any  Affiliate,  or
     (B)  by any  underwriter  temporarily  holding  securities  pursuant  to an
     offering of such securities;

          (2)  the  consummation  of a  merger,  consolidation,  sale  of all or
     substantially all of the Company's  assets,  share exchange or similar form
     of corporate  transaction  involving the Company or any of its subsidiaries
     that requires the approval of the Company's stockholders,  whether for such
     transaction  or the  issuance of  securities  in such  transaction,  unless
     immediately  following such  transaction  more than 50% of the total voting
     power of (x) the  corporation  resulting from such  transaction,  or (y) if
     applicable, the ultimate parent corporation that directly or indirectly has
     Beneficial  Ownership  of 100% of the voting  securities  eligible to elect
     directors  of  such  resulting   corporation,   is  represented  by  Voting
     Securities that were outstanding immediately prior to such transaction (or,
     if  applicable,  shares into which such Voting  Securities  were  converted
     pursuant to such  transaction),  and such voting power among the holders of
     such Voting  Securities  that were  outstanding  immediately  prior to such
     transaction is in substantially  the same proportion as the voting power of
     such Voting Securities among the holders thereof  immediately prior to such
     transaction; or

          (3) the consummation of a plan of complete  liquidation or dissolution
     of the Company.

     "Charter" shall mean the Certificate of  Incorporation  of the Company,  in
the form  specified in the Merger  Agreement,  as it may be amended from time to
time.

     "Clearly  Credible  Tender  Offer"  shall mean any bona fide offer,  tender
offer or exchange offer that is subject to Section 14 of the Exchange Act, other
than any such offer  with  respect  to which (i) the Board of  Directors  of the
Company is advised in writing by outside counsel of recognized standing that the
consummation  of such offer would be in violation of applicable law, or (ii) the
party making such offer has not obtained as of the date of the  commencement  of
such offer definitive  commitment letters from reputable financial  institutions
in customary form with respect to the financing of such offer.

     "Closing"  shall have the meaning  assigned  in the second  recital of this
Agreement.

     "Commission"   shall  mean  the  United  States   Securities  and  Exchange
Commission.

     "Common Stock" shall have the meaning assigned in the first recital of this
Agreement.

     "Company"  shall have the  meaning  assigned  in the  introduction  of this
Agreement.

     "Company  Repurchase  Notice"  shall have the  meaning  assigned in Section
3.5(b) hereof.

     "Control Percentage" shall mean a Voting Ownership Percentage of 15%.

     "Conversion"  shall mean the conversion of shares of Convertible  Preferred
Stock into shares of Common Stock pursuant to the Charter.

     "Convertible  Preferred Stock" shall have the meaning assigned in the first
recital of this Agreement.

     "DGCL" shall have the meaning assigned in Section 3.6 hereof.

     "Director"  shall mean any member of the Board of  Directors of the Company
in office at the applicable  time, as elected in accordance  with the provisions
of the By-laws of the Company.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Independent  Director"  shall  mean any  person  who is not a  Stockholder
Nominee and is independent of and otherwise  unaffiliated with any member of the
Stockholder Group, and who is not a director,  officer, employee,  consultant or
advisor  (financial,  legal or other) of any member of the Stockholder Group and
has not served in any such  capacity in the previous  three (3) years;  provided
that any  consultant or advisor that has not provided  $60,000 or more per annum
of services to the Company in the current or previous  two years shall be deemed
an Independent Director for purposes of this Agreement.

     "Initial  Stockholder  Nominee  Notice" shall have the meaning  assigned in
Section 4.1(b) of this Agreement.

     "Initial  Stockholder  Nominees" shall have the meaning assigned in Section
4.1(b) of this Agreement.

     "Maximum Ownership Percentage" shall mean, calculated at a particular point
in time, a Total Ownership Percentage equal to the Total Ownership Percentage at
the time of the Closing.

     "Merger"  shall  have the  meaning  set forth in the first  recital of this
Agreement.

     "Merger Agreement" shall have the meaning set forth in the first recital of
this Agreement.

     "1935 Act" shall mean the Public  Utility  Holding  Company Act of 1935, as
amended.

     "Nominating Committee" shall mean the committee comprised of members of the
Board whose  functions  include  recommendations  to the Board of  nominees  for
election  as  directors.  In the  event  there  shall  not be such a  committee,
"Nominating Committee" shall mean the Board itself.

     "NYSE" shall mean the New York Stock Exchange Inc.

     "Person"   shall  mean  any   individual,   partnership,   joint   venture,
corporation,  trust,  unincorporated  organization,  government or department or
agency of a government.

     "Registration  Rights"  shall  mean  the  rights  and  obligations  of  the
Stockholder  Group and the  corresponding  rights and obligations of the Company
set forth in the Registration Rights Agreement.

     "Registration  Rights  Agreement"  shall have the  meaning  assigned in the
third recital of this Agreement.

     "Repurchase"  shall have the  meaning  assigned  in Section  3.5(a) of this
Agreement.

     "Sale Notice" shall have the meaning assigned in Section  3.4(b)(i) of this
Agreement.

     "Sale  Option"  shall have the meaning  assigned in Section  3.4(b) of this
Agreement.

     "Sale Period" shall have the meaning assigned in Section 3.4(b)(ii) of this
Agreement.

     "Sale  Securities"  shall have the meaning assigned in Section 3.4(b)(i) of
this Agreement.

     "Securities" shall mean any equity securities of the Company.

     "Securities Act" shall mean the Securities Act of 1993, as amended.

     "Seller" shall have the meaning assigned in Section 3.4 of this Agreement.

     "Stockholder"  shall have the meaning  assigned in the introduction to this
Agreement,  as well as any successor to the rights and obligations to the holder
of Securities hereunder.

     "Stockholder Affiliate" shall mean any Affiliate of the Stockholder.

     "Stockholder Group" shall mean the Stockholder,  any Stockholder  Affiliate
and any Person with whom any  Stockholder or any Affiliate of any Stockholder is
part of a 13D Group.

     "Stockholder  Nominees"  shall have the meaning set forth in Section 4.1(d)
of this Agreement.

     "Successor  Stockholder  Nominee Notice" shall have the meaning assigned in
Section 4.1(d) of this Agreement.

     "Successor Stockholder Nominees" shall have the meaning assigned in Section
4.1(d) of this Agreement.

     "13D Group" shall mean any group of Persons acquiring,  holding,  voting or
disposing of any Voting  Security which would be required under Section 13(d) of
the Exchange Act and the rules and regulations thereunder to file a statement on
Schedule  13D with the  Commission  as a "person"  within the meaning of Section
13(d)(3) of the Exchange Act.

     "Total Ownership  Percentage" shall mean,  calculated at a particular point
in  time,  the  Voting  Power  which  would  be  represented  by the  Securities
Beneficially  Owned by the Person  whose  Total  Ownership  Percentage  is being
determined if all shares of  Convertible  Preferred  Stock (or other  Securities
convertible  into  Voting  Securities)  Beneficially  Owned by such  Person were
converted into shares of Common Stock (or other Voting Security).

     "Total Voting Power" shall mean,  calculated at a particular point in time,
the aggregate Votes represented by all then outstanding Voting Securities.

     "Transfer"  shall mean any sale,  transfer,  pledge,  encumbrance  or other
disposition  to any  Person,  and to  "Transfer"  shall mean to sell,  transfer,
pledge, encumber or otherwise dispose of to any Person.

     "Transferee"   shall  mean  any  person  to  whom  Voting   Securities  are
Transferred.

     "Unrestricted   Ownership   Percentage"   shall  mean  a  Voting  Ownership
Percentage of 9.9%.

     "Votes" shall mean votes  entitled to be cast  generally in the election of
Directors,  not  including the votes that would be able to be cast by holders of
shares of Convertible  Preferred Stock upon Conversion to shares of Common Stock
unless such Conversion shall occur or be deemed to occur.

     "Voting Ownership  Percentage" shall mean, calculated at a particular point
in time,  the Voting Power  represented  by the Voting  Securities  Beneficially
Owned by the Person  whose  Voting  Ownership  Percentage  is being  determined.
"Voting Power" shall mean,  calculated at a particular point in time, the ratio,
expressed as a percentage, of (a) the Votes represented by the Voting Securities
with respect to which the Voting Power is being  determined  to (b) Total Voting
Power.

     "Voting  Securities"  shall mean the  Common  Stock and shares of any other
class of capital  stock of the Company  then  entitled to vote  generally in the
election of Directors,  and shall not include  Convertible  Preferred  Stock (or
other Securities  convertible into Voting  Securities)  prior to Conversion into
Common Stock (or other Voting Security).

                                   Article II
                         Representations and Warranties

     Section 2.1  Representations  and  Warranties  of the Company.  The Company
represents and warrants to the Stockholder as of the date hereof as follows:

     (a) The Company  has been duly  incorporated  and is validly  existing as a
corporation  in good standing  under the laws of the state of its  incorporation
and has all necessary corporate power and authority to enter into this Agreement
and to carry out its obligations hereunder.

     (b) This Agreement has been duly and validly  authorized by the Company and
all  necessary and  appropriate  action has been taken by the Company to execute
and deliver this Agreement and to perform its obligations hereunder.

     (c) This  Agreement has been duly executed and delivered by the Company and
assuming due  authorization and valid execution and delivery by the Stockholder,
this Agreement is a valid and binding obligation of the Company,  enforceable in
accordance with its terms.

     Section  2.2  Representations  and  Warranties  of  the  Stockholder.   The
Stockholder  represents  and  warrants  to the  Company as of the date hereof as
follows:

     (a) The Stockholder has been duly incorporated and is validly existing as a
corporation  in good standing  under the laws of the state of its  incorporation
and has all necessary corporate power and authority to enter into this Agreement
and to carry out its obligations hereunder.

     (b) This Agreement has been duly and validly  authorized by the Stockholder
and all necessary and  appropriate  action has been taken by the  Stockholder to
execute and deliver this Agreement and to perform its obligations hereunder.

     (c) This Agreement has been duly executed and delivered by the  Stockholder
and assuming due  authorization and valid execution and delivery by the Company,
this Agreement is a valid and binding obligation of the Stockholder, enforceable
in accordance with its terms.

     (d) As of the  effectiveness  of  this  Agreement,  the  Stockholder  Group
Beneficially Owns [_________] shares of Common Stock and [___________] shares of
Convertible  Preferred  Stock and does not  Beneficially  Own any  other  Voting
Security,  warrant,  option,  convertible  security  or other  similar  right to
acquire  Common  Stock or  shares  of any other  class of  capital  stock of the
Company which are entitled to vote generally in the election of directors.

                                  Article III
                         Stockholder and Company Conduct

     Section  3.1  Standstill  Provision.  Subject  to the  provisions  of  this
Agreement,  during the term of this Agreement,  the Stockholder  agrees with the
Company  that,  without  the prior  approval  of a majority  of the  Board,  the
Stockholder will not, and will cause each Stockholder Affiliate not to, take any
of the following actions:

     (a) singly or as part of a partnership,  limited partnership,  syndicate or
other 13D Group,  directly or indirectly,  acquire  Beneficial  Ownership of any
Voting  Security  so  as to  cause  the  Stockholder  Group's  Voting  Ownership
Percentage to exceed the Unrestricted Ownership Percentage; or

     (b) singly or as part of a partnership,  limited partnership,  syndicate or
other 13D  Group,  directly  or  indirectly,  acquire,  propose to  acquire,  or
publicly announce or otherwise  disclose an intention to propose to acquire,  or
offer or agree to acquire, by purchase or otherwise, Beneficial Ownership of any
Security so as to cause the Stockholder  Group's Total  Ownership  Percentage to
exceed the Maximum Ownership Percentage; or

     (c)  deposit  (either  before  or after the date of the  execution  of this
Agreement) any Security in a voting trust or subject any Security to any similar
arrangement or proxy with respect to the voting of such Security; or

     (d)  make,  or in any  way  participate,  directly  or  indirectly,  in any
"solicitation" of "proxies",  or become a "Participant" in a "solicitation"  (as
such terms are used in Regulation  14A under the Exchange Act) to seek to advise
or  influence  any person to vote  against  any  proposal  or  director  nominee
recommended to the  stockholders of the Company or any of its subsidiaries by at
least a majority of the Board of Directors; or

     (e) form, join or in any way participate in a 13D Group with respect to any
Security of the Company or any securities of its subsidiaries; or

     (f) commence  (including  by means of proposing or publicly  announcing  or
otherwise disclosing an intention to propose,  solicit, offer, seek to effect or
negotiate)  a merger,  acquisition  or other  business  combination  transaction
relating to the Company; or

     (g)  initiate a  "proposal,"  as such term is used in Rule 14a-8  under the
Exchange  Act,  "propose",  or  otherwise  solicit the  approval of, one or more
stockholders for a "proposal" or induce or attempt to induce any other person to
initiate a "proposal"; or

     (h) otherwise act,  alone or in concert with others,  to seek to control or
influence the management, the Board or policies of the Company; or

     (i) take any other  action to seek or effect  control of the Company  other
than in a manner consistent with the terms of this Agreement.

     This Section 3.1 shall not be  interpreted  to restrict the  Stockholder or
any  Stockholder  Affiliate  from  taking  any  action or  exercising  any right
consistent with the terms of this Agreement,  including  engaging in private and
confidential  discussions  with the Board or the  management of the Company.  In
addition,  this section shall not be deemed to restrict the Stockholder Nominees
from participating as board members in the direction of the Company.

     Section 3.2 Required Reduction of Ownership Percentage.  If at any time the
Stockholder   becomes  aware  that  the  Stockholder   Group's  Total  Ownership
Percentage  exceeds the Maximum Ownership  Percentage (other than as a result of
action  on  the  part  of the  Company  or any  of  its  Affiliates),  then  the
Stockholder shall, or shall cause the Stockholder Affiliates to, consistent with
the  provisions  of  Section  3.4 of this  Agreement,  promptly  take all action
necessary  to  reduce  the  amount  of  Securities  Beneficially  Owned  by  the
Stockholder Group such that the Stockholder  Group's Total Ownership  Percentage
is not greater than the Maximum Ownership Percentage.

     Section 3.3 Top-Up Rights.  (a) During the term of this  Agreement,  if the
Stockholder  Group's Voting  Ownership  Percentage  falls below the Unrestricted
Ownership  Percentage,  the Stockholder may purchase Voting Securities from time
to time in the open  market or  otherwise  in an amount  sufficient  in order to
restore the Stockholder Group's Voting Ownership  Percentage to the Unrestricted
Ownership Percentage.

     (b) All Securities  acquired by purchase pursuant to this Section 3.3 shall
be subject to the terms of this Agreement.

     Section  3.4  Restrictions  on  Transfer.   None  of  the  members  of  the
Stockholder Group shall directly or indirectly  Transfer any Securities  without
the prior written consent of a majority of the Independent Directors, except the
following Transfers:

     (a)  Transfers  of  Securities  representing  Voting  Power  (assuming  the
conversion of all  Convertible  Preferred  Stock to be transferred) of less than
5.0% to any  Transferee,  without  prior notice to the Company,  so long as such
Transferee  and any  Affiliate of such  Transferee  and any such person who is a
member of a 13D  Group  with such  Transferee  does not have a Voting  Ownership
Percentage  (assuming the conversion of all  Convertible  Preferred  Stock to be
transferred) of 5.0% or more immediately after giving effect to such Transfer.

     (b)  Transfers  of  Securities  representing  Voting  Power  (assuming  the
conversion of all Convertible Preferred Stock to be transferred) of 5.0% or more
pursuant to the following procedure (the "Sale Option"):

          (i) If a member of the  Stockholder  Group (the  "Seller")  determines
     that it wishes to seek a buyer for any of the  Securities  in a transaction
     that would  result in a  purchaser  other than a member of the  Stockholder
     Group holding 5.0% or more of the Voting Power  (assuming the conversion of
     all Convertible  Preferred Stock to be  transferred),  Seller shall provide
     written notice (a "Sale  Notice") of its intention to sell such  Securities
     (the "Sale  Securities").  The Sale Notice shall specify the number of Sale
     Securities  and the  cash  price  per  share at which  the  Company  or its
     designee may purchase the Sale Securities.

          (ii) The  Company  shall give  notice to the Seller  within 15 days of
     receiving  the Sale Notice of whether the Company  intends to purchase  the
     Sale  Securities,   and  if  the  Company  elects  to  purchase  such  Sale
     Securities,  the Company shall have a period ending on the later of fifteen
     (15) days after the date of the Sale Notice and five (5) days from the date
     of receipt  of all  necessary  regulatory  approvals  (the  "Sale  Period")
     (provided, that in no event shall the Sale Period exceed one hundred eighty
     (180)  days)  within  which to effect a  closing  of the  Company's  or its
     designee's purchase of all, but not less than all, of the Sale Securities.

          (iii) If the Company or its designee  shall not give the Seller notice
     of its election to purchase the Sale Securities within the specified period
     or shall for any reason fail to effect a closing of the  purchase of all of
     the Sale  Securities  within the Sale  Period,  the  Seller  shall have the
     right,  for a period of one year  following  such notice of election not to
     purchase  or  failure  to  purchase,  to sell  all or  part  of  such  Sale
     Securities  to any other person for a price equal to or exceeding the price
     specified in the Sale Notice;  provided  however that before the Seller may
     sell the  Sale  Securities  to any such  person  pursuant  to this  Section
     3.4(b),  such  person  shall have  entered  into a  stockholders  agreement
     containing  substantially  the same  terms as this  Agreement,  except  for
     Sections 4.1 and 4.2 hereto.

     (c)  Transfers  of  Securities  to the  public in a bona fide  underwritten
offering pursuant to the Registration Rights Agreement;  provided, however, that
the  Seller  and  the  representative  or  representatives  of the  underwriters
previously agree in writing with the Company that all reasonable efforts will be
made to achieve a wide  distribution  of the Voting  Securities in such offering
and to ensure that no Transferee  in such offering  acquires for its own account
Beneficial  Ownership of Securities  representing  upon Transfer Voting Power of
3.0% or more.

     (d) Direct or indirect transfers of all or part of the Stockholder  Group's
Securities  pursuant to a distribution of Securities  among the  stockholders of
the  Stockholder  on either a pro rata basis or a basis  otherwise  designed  to
widely distribute such Securities among the Stockholder's existing stockholders.

     (e)  Transfers  of  Securities  among  members  of the  Stockholder  Group;
provided,  however,  that any such  Transferee  shall  agree with the Company in
writing prior to each such  transfer to be bound by the terms of this  Agreement
with  respect to its  Beneficial  Ownership  of  Securities,  and that upon such
agreement such  Transferee  shall be considered the  Stockholder for purposes of
this Agreement.

     (f)  Transfers  in  connection  with a financing  transaction  in which the
Stockholder  grants  a  security  interest  in  or  otherwise  collateralizes  a
financing  with  Securities;  provided,  however,  that the  lender  in any such
transaction  shall  have  entered  into  a  stockholders   agreement  containing
substantially the same terms as this Agreement,  except for Sections 4.1 and 4.2
hereto.

     (g) If a Clearly  Credible Tender Offer for the Company has been commenced,
at the  Stockholder's  option  Transfers of  Securities by means of tenders into
such Clearly Credible Tender Offer in an amount not exceeding the percentage (on
the  basis  of  total  Votes  and  assuming  the  conversion  of all  shares  of
Convertible  Preferred  Stock  into  shares  of  Common  Stock)  of  the  Voting
Securities of which it is the Beneficial  Owner equal to the highest  percentage
(on the basis of total  Votes) of the  aggregate  of all Voting  Securities  not
Beneficially  Owned by any member of the  Stockholder  Group which has ever been
announced to have been tendered into such Clearly Credible Tender Offer.

     Section 3.5 Buy-Back Options. (a) During the term of this Agreement, if the
Company  purchases  Securities  from the public,  whether by tender offer,  open
market   purchase   or   otherwise   (a   "Repurchase"),   the   Company   shall
contemporaneously  with the Repurchase  offer to repurchase from the Stockholder
on the same terms and  conditions,  including  price,  as in the  Repurchase,  a
percentage  (on the basis of total  Votes and  assuming  the  conversion  of all
shares of  Convertible  Preferred  Stock into  shares of Common  Stock) of those
Securities Beneficially Owned by the Stockholder equal to the percentage (on the
basis of total Votes and assuming the  conversion  of all shares of  Convertible
Preferred  Stock into shares of Common Stock) of  Securities  to be  Repurchased
from the  Beneficial  Owners of  Securities  other than the  Stockholder  or any
Stockholder  Affiliate (the "Buy-Back  Offer").  The Stockholder may accept such
Buy-Back Offer in its sole discretion.

     (b) The Company shall provide notice to the Stockholder of its intention to
engage in a Repurchase not less than 30 days in advance of the date on which the
Repurchase is to begin (the "Company Repurchase  Notice").  The Stockholder must
provide  notice to the  Company  within ten (10) days of receipt of the  Company
Repurchase  Notice of whether  the  Stockholder  intends to accept the  Buy-Back
Offer.

     Section 3.6  Charter and  By-laws.  During the term of this  Agreement  the
Company shall not amend,  alter or repeal, or propose the amendment,  alteration
or repeal of, any provision of the Charter or the By-laws in any manner which is
inconsistent  with the terms of this Agreement and which  adversely  affects the
rights of the  Stockholder  Group under the terms of this  Agreement.  If at any
time during the term of this Agreement the  provisions of this  Agreement  shall
conflict with the  provisions of the Charter and the By-laws,  the provisions of
this  Agreement   shall,  to  the  extent  permitted  by  the  Delaware  General
Corporation Law (the "DGCL"), be controlling.

     Section  3.7 Rights  Arrangement.  During the term of this  Agreement,  the
Company  hereby  agrees not to  implement  or amend any  provision of any rights
agreement or similar form of stockholder rights or stockholder protective device
(a "Rights  Arrangement") in any manner which is inconsistent  with the terms of
this Agreement or the Merger Agreement and which adversely affects the rights of
the Stockholder Group under the terms of this Agreement; provided, however, that
this  provision  shall not  preclude  the  Company  from  implementing  a Rights
Arrangement in customary form for holding  companies  registered  under the 1935
Act;  provided,  further,  that such  Rights  Arrangement  shall (i)  exempt the
Stockholder  from its  provisions  pursuant to which  ownership  of a beneficial
interest in the Company's  securities  affects the  exercisability of the rights
and (ii) not  apply to any  person  that  acquires  less  than a 20%  beneficial
ownership interest in the Company's voting securities.

     Section 3.8 Taxes Upon Conversion or Exchange. The Company hereby agrees to
pay any and all stock transfer and  documentary  stamp taxes that may be payable
in  respect  of any  issuance  or  delivery  of (i) any  shares  of  Convertible
Preferred  Stock,  (ii) any shares of Common  Stock  issued in a  Conversion  of
shares of Convertible Preferred Stock, or (iii) any exchange of shares of Common
Stock for shares of Convertible  Preferred Stock, or certificates or instruments
evidencing any of such shares or securities.  The Company shall not, however, be
required  to pay any such tax which may be payable  in  respect of any  transfer
involved in the  issuance or delivery of shares of Common  Stock in a Conversion
of shares of Convertible  Preferred Stock in a name other than that in which the
shares of such Convertible Preferred Stock were registered.

     Section  3.9  Prohibition  on Senior  Securities.  During  the term of this
Agreement,  the Company hereby agrees that it shall not, except as may otherwise
be  contemplated  by  this  Agreement,   create,  authorize  or  reclassify  any
authorized  stock of the Company  into (x) any class or series of the  Company's
capital stock ranking prior to the  Convertible  Preferred Stock as to dividends
or as to distributions of assets upon liquidation,  dissolution or winding up of
the Company, whether voluntary or involuntary, or (y) any class or series of the
Company's  capital  stock  entitled to vote  separately as a class on any matter
whatsoever,  other than an amendment to the Charter  which would have the effect
of  modifying  the  voting  powers,   designations,   preferences,   rights  and
qualifications,  limitations  or  restrictions  of such class or series so as to
affect the holders  thereof  adversely,  or (z) any  security  convertible  into
shares of any class or series described in (x) or (y) above.

     Section 3.10 Section 203 of the DGCL. The Board of Directors of the Company
shall take such  actions  as are  necessary  to ensure  that the  provisions  of
Section 203 of the DGCL shall not be applicable to the  Stockholder.

                                   Article IV
                        Board Representation and Voting

     Section 4.1 Directors Designated by the Stockholder. (a) During the term of
this Agreement, the size of the Board shall be nine (9), ten (10) or twelve (12)
directorships.  During the term of this  Agreement,  the  Company  agrees to not
cause  or  allow  the  size  of  the  Board  to be  eleven  (11)  directorships.
Immediately  following the Closing,  if the size of the Board is nine (9) or ten
(10)  directorships,  the Board shall appoint as a Director one (1)  Stockholder
Nominee (as  defined in Section  4.1(b)  below and in addition to any  Directors
that may be appointed  pursuant to Section 7.10(a) of the Merger  Agreement) who
has been  designated by the  Stockholder in the  Stockholder  Nominee Notice (as
defined in Section  4.1(b) below and attached as Exhibit A hereto).  If the size
of the Board,  at the time of the  Closing,  is twelve (12)  directorships,  the
Board shall  appoint as Directors two (2)  Stockholder  Nominees (in addition to
any Directors that may be appointed  pursuant to the Merger  Agreement) who have
been  designated by the Stockholder in the  Stockholder  Nominee Notice.  To the
closest  extent  possible,  the  Stockholder  Nominee  (and the  nominees  to be
appointed  pursuant to Section 7.10(a) of the Merger  Agreement) shall be placed
evenly  in each  class  of  Directors  and,  if more  Stockholder  Nominees  are
appointed pursuant to this Section 4.1 than there are classes of Directors, then
the classes of Directors  latest standing for election shall have placed in them
additional  Stockholder  Nominees,  with one Director  placed in each successive
class,  so as to keep all classes as even as possible with respect to the number
of  Stockholder  Nominees  in each.  In the  event of a  vacancy  caused  by the
disqualification,  removal,  resignation  or other  cessation  of service of any
Stockholder  Nominee  from the Board,  the Board shall  elect as a Director  (to
serve the balance of the predecessor  nominee's term) a new Stockholder  Nominee
who has been designated by the Stockholder in an additional  Stockholder Nominee
Notice  that has been  provided  to the Company at least seven (7) days prior to
the date of a regular  meeting of the  Board.  In the event that the Size of the
Board is, at the time of the Closing, nine (9) or ten (10) directorships, and is
subsequently  during  the  term of  this  Agreement,  expanded  to  twelve  (12)
directorships,  then,  upon  such  expansion,  the  Board  shall  appoint  as an
additional  Director,  a  Stockholder  Nominee  who has been  designated  by the
Stockholder in a Stockholder  Nominee Notice.  Such additional Director shall be
placed  in the  class of  Directors  latest  standing  for  election,  provided,
however,  that if placing such additional Director in such class would cause the
classes  of  Directors  then  existing  to  have a  differential  in  number  of
Stockholder  Nominees  therein  in  excess  of one  (1),  then  such  additional
Directors shall be placed in such classes so as to cause such differential to be
one (1) or less.

     (b) The Stockholder  shall provide notice to the Company (the  "Stockholder
Nominee Notice") as required by Section 4.1(a) above, which notice shall contain
the following  information:  (i) the name of the person(s) it has  designated to
become  Director(s)  (the  "Stockholder  Nominees"),  and (ii)  all  information
required by Item 5(b) of Schedule  14A under the  Exchange  Act with  respect to
each such Stockholder Nominee.

     (c)  During  the  term  of  this  Agreement,  at  each  annual  meeting  of
stockholders of the Company at which the term of any  Stockholder  Nominee is to
expire or (ii) a vacancy  is caused  by the  removal,  resignation,  retirement,
death,  disability  or  disqualification  or other  cessation  of service of any
Stockholder  Nominee,  the  Stockholder  shall provide  notice to the Company in
writing ninety (90) days prior to the date of the proxy  statement for the prior
year's annual  meeting of the  Company's  stockholders  ("Successor  Stockholder
Nominee Notice"),  indicating (x) the name of the person(s) it has designated to
become  Director(s)   ("Successor   Stockholder   Nominees"  and  together  with
Stockholder  Nominees,  "Stockholder  Nominees"),  if  any,  (y)  the  class  of
Directors to which each such  Successor  Stockholder  Nominee shall be assigned,
and (z) all  information  required by Regulation  14A and Schedule 14A under the
Exchange Act with respect to each such Successor Stockholder Nominee.

     (d) The  Stockholder  shall consult with the Company in connection with the
identity  of any  proposed  Stockholder  Nominee.  In the event the  Company  is
advised in writing by its outside  counsel that a proposed  Stockholder  Nominee
would not be qualified under the Company's  Charter or By-laws or any applicable
statutory  or  regulatory  standards  to serve as a Director,  or if the Company
otherwise  reasonably  objects  to a  proposed  Stockholder  Nominee,  including
without limitation because such Stockholder  Nominee either (i) is a director or
officer of a direct  competitor  of the Company,  (ii) does not satisfy the good
faith  reasonable  criteria for Board membership of PNM in effect as of the date
of the Merger Agreement,  or (iii) has engaged in any adverse conduct that would
require  disclosure under Item 7 of Schedule 14A promulgated  under the Exchange
Act, the Stockholder  agrees to withdraw such proposed  Stockholder  Nominee and
nominate  a  replacement  therefor  (which  replacement  would be subject to the
requirements of this Section 4.1(e)).  Any such objection by the Company must be
made no later than one (1) month after the Stockholder first informs the Company
of the identity of the proposed Stockholder Nominee; provided, however, that the
Company  shall  in all  cases  notify  the  Stockholder  of any  such  objection
sufficiently  in advance of the date on which proxy  materials are mailed by the
Company in connection  with such election of directors to enable the Stockholder
to propose an alternate  Stockholder  Nominee pursuant to and in accordance with
the  terms  of this  Agreement.  Stockholder  Nominees  may not be  officers  or
employees of the Stockholder.

     (e) During the term of this  Agreement  the Company  agrees to include each
Stockholder  Nominee to be added to or  retained  on the Board  pursuant to this
Agreement  in the slate of nominees  recommended  by the Board to the  Company's
stockholders  for election as Directors  and shall use its best efforts to cause
the  election  or  reelection  of each such  Stockholder  Nominee  to the Board,
including soliciting proxies in favor of the election of such persons.

     (f) During the term of this Agreement, the Stockholder shall be entitled to
designate  each  Stockholder  Nominee  (including  the  Directors  that  may  be
appointed by the Stockholder pursuant to the Merger Agreement) to be a member of
one  committee  of  the  Board  (including   without  limitation  the  executive
committee,  the  audit  committee  and the  executive  compensation  committee),
provided however,  that if all such Stockholder Nominees are designated to serve
on a committee at a time when an executive  committee does not exist, then if an
executive committee is so formed, the Stockholder shall be entitled to designate
one Stockholder Nominee to serve on such committee in addition to serving on the
committee on which such Stockholder Nominee serves at such time.

     Section 4.2 Resignation of Stockholder Nominees. Unless otherwise agreed by
the Company,  the Stockholder shall cause each of the Stockholder  Nominees then
serving on the Board to offer their resignations from the Board immediately upon
the earlier to occur of the following:

     (a) The  termination of this Agreement  pursuant to and in accordance  with
Section 5.2 hereof; and

     (b) The Stockholder Group's Total Ownership Percentage falling below 10%.

     Section 4.3 Voting. During the term of this Agreement, the Stockholder,  as
a holder of shares of Voting Securities, agrees that:

     (a) The Stockholder  shall, and shall cause each Stockholder  Affiliate to,
be  present,  in person or by proxy,  at all  meetings  of  stockholders  of the
Company such that the percentage of the total number of Voting Securities having
voting  rights  which  are  Beneficially   Owned  by  the  Stockholder  and  the
Stockholder  Affiliates  which are counted for the  purpose of  determining  the
presence of a quorum at such meetings shall be equal to the percentage of Voting
Securities  Beneficially  Owned by other than the Stockholder or the Stockholder
Affiliate  which  are  present,  in  person  or by  proxy,  at such  meeting  of
stockholders  of  the  Company,  and  which  are  counted  for  the  purpose  of
determining the presence of a quorum at such meetings.

     (b)  With  respect  to all  matters  submitted  to a vote of the  Company's
stockholders during the term of this Agreement,  the Stockholder and each member
of the Stockholder  Group shall vote all Voting Securities which are counted for
the purpose of determining the presence of a quorum at a meeting of stockholders
in accordance  with Section 4.3(a) hereof,  with respect to all matters voted on
by the  stockholders of the Company  (whether at a regular or special meeting or
pursuant to a unanimous  written  consent) in the same  proportion as all Voting
Securities  (other  than  those  Beneficially  Owned by the  Stockholder  or the
Stockholder Affiliate) are voted with respect to such matters.

     (c) Each  Transferee  of any Voting  Securities  who  acquires  such Voting
Securities,  directly or indirectly,  from the  Stockholder or any member of the
Stockholder Group agrees that:

          (i) The  Transferee  shall be present,  in person or by proxy,  at all
     meetings  of  stockholders  of the  Company so that all  Voting  Securities
     having voting rights which are Beneficially  Owned by the Transferee may be
     counted for the  purpose of  determining  the  presence of a quorum at such
     meetings.

          (ii) (A) With respect to the  election of  Directors,  the  Transferee
     shall vote all Voting  Securities  Beneficially  Owned by the Transferee in
     favor of the  election of all  candidates  for  Director  nominated  by the
     Company's Board  (including the Stockholder  Nominees) and (B) with respect
     to any proposal  initiated by a stockholder of the Company  relating to any
     matter (other than nonbinding  precatory  resolutions with respect to which
     subsection (iii) hereof shall apply),  the Transferee shall vote all Voting
     Securities  Beneficially  Owned by the  Transferee in  accordance  with the
     recommendation of the Board.

          (iii) The  Transferee  shall vote as  requested  by a majority  of the
     Board on compensatory  stock plans submitted to stockholders of the Company
     for their approval, provided that (i) the Transferee shall not be obligated
     to so vote if the stock plan at issue  involves the  potential  issuance of
     more than 5% of the equity  securities  of the Company,  on a fully diluted
     basis,  and (ii) the  Transferee  shall not be  obligated to so vote if the
     aggregate of all such plans involves the potential issuance of more than 5%
     of the equity  securities of the Company,  on a fully diluted basis, in any
     rolling five-year period.

          (iv) With  respect  to all other  matters  submitted  to a vote of the
     Company's  stockholders  during  the  term  of  this  Agreement,   (i)  the
     Transferee  may vote in its sole  discretion a number of Voting  Securities
     Beneficially  Owned by the Transferee  having voting rights with respect to
     such  other  matters  representing  in the  aggregate  a  Voting  Ownership
     Percentage not in excess of the Unrestricted Ownership Percentage, and (ii)
     the Transferee shall vote all Voting Securities  Beneficially  Owned by the
     Transferee  having  voting  rights  with  respect  to  such  other  matters
     representing  in the aggregate a Voting  Ownership  Percentage in excess of
     the  Unrestricted  Ownership  Percentage in the same  proportion  (based on
     total  Votes) as all Voting  Securities  voted on any such other matter are
     voted  by the  stockholders  of the  Company  other  than  the  Transferee,
     provided,  however,  that the  Transferee may vote any or all of the Voting
     Securities  Beneficially Owned by it in its sole discretion with respect to
     a vote of the  Company's  stockholders  on any  transaction  or  series  of
     transactions which would, if consummated, constitute a Change in Control of
     the Company.

          (v) At all times the  Transferee  may exercise in its sole  discretion
     such voting rights as the Convertible Preferred Stock may have from time to
     time  pursuant  to the  Charter  and with  respect to an  amendment  to the
     Charter  which  would  have the  effect of  modifying  the  voting  powers,
     designations,  preferences,  rights  and  qualifications,   limitations  or
     restrictions  of such class or series so as to affect the  holders  thereof
     adversely.

                                   Article V
                          Effectiveness and Termination

     Section 5.1  Effectiveness.  This Agreement  shall take effect  immediately
upon the Closing and shall remain in effect until it is  terminated  pursuant to
Section 5.2 hereof.

     Section  5.2  Termination.  Unless  otherwise  agreed  in  writing  by  the
Stockholder,  this Agreement  shall  terminate upon the earliest to occur of the
following:

     (a) The  Company's  failure to pay the  stated  quarterly  dividend  on any
series of Convertible  Preferred  Stock in any four (4) quarters during the term
of this Agreement.

     (b) The election to the Board of a majority of  Directors  other than those
nominated by the Nominating Committee of the Board.

     (c)  The  size of the  Board  being  increased  to more  than  twelve  (12)
directors.

     (d) The Stockholder  Group's Total Ownership  Percentage  falling below 10%
for a period of 365 consecutive days.

     (e) Any material breach of this Agreement by the Company, provided that the
Company has not cured the breach within sixty (60) days after  receiving  notice
of such breach, or if cure within such time is not possible, the Company has not
made reasonable good faith efforts to cure such breach,  provided,  further that
in no event shall such cure period  extend longer than ninety (90) days from the
date of first notice of such breach.

     (f) Mutual written agreement of the Company and the Stockholder at any time
to terminate this Agreement, which termination shall occur at a time to be fixed
in such mutual agreement.
                                   Article VI
                                  Miscellaneous

     Section 6.1 Compliance With Law.  Notwithstanding  anything to the contrary
in this Agreement,  no Transfer of Securities  shall be deemed to be required or
permitted  pursuant to this Agreement if such Transfer would require  regulatory
approvals which, individually or in the aggregate with respect to such Transfer,
would have a material  adverse impact on the Company or any of its  subsidiaries
or the Stockholder or any Stockholder Affiliate.

     Section 6.2  Regulatory  Matters.  During the term of this  Agreement,  the
Company  agrees  to  take  all  commercially  reasonable  steps  to  assist  the
Stockholder  in securing such  regulatory  approvals as would not  reasonably be
expected  to  have  a  material  adverse  effect  on the  Company  and as may be
necessary to allow the Stockholder to exercise its rights under the Agreement at
all times, including without limitation the right of the Stockholder to Transfer
Securities free of the restrictions and limitations imposed by Section 6.1.

     Section 6.3 Injunctive Relief. Each party hereto acknowledges that it would
be  impossible  to  determine  the amount of damages  that would result from any
breach of any of the provisions of this Agreement and that the remedy at law for
any breach,  or threatened  breach,  of any of such  provisions  would likely be
inadequate and, accordingly,  agrees that each other party shall, in addition to
any  other  rights  or  remedies  which it may have,  be  entitled  to seek such
equitable and injunctive  relief as may be available from any court of competent
jurisdiction  to compel  specific  performance  of, or  restrain  any party from
violating,  any of such provisions.  In connection with any action or proceeding
for injunctive relief, each party hereto hereby waives the claim or defense that
a remedy at law alone is adequate and agrees, to the maximum extent permitted by
law, to have each provision of this Agreement  specifically enforced against him
or it,  without the necessity of posting bond or other  security  against him or
it, and consents to the entry of injunctive  relief  against him or it enjoining
or  restraining  any  breach or  threatened  breach of such  provisions  of this
Agreement.

     Section 6.4 Successors and Assigns.  This Agreement  shall be binding upon,
shall inure to the benefit of and shall be enforceable by the Company and by the
Stockholder and their respective  successors and permitted assigns,  and no such
term or provision  is for the benefit of, or intended to create any  obligations
to, any other Person.

     Section 6.5 Amendments;  Waiver.  (a) This Agreement may be amended only by
an  agreement  in writing  executed by the parties  hereto.  Any  approval of an
amendment  of this  Agreement  upon the part of the  Company  shall  require the
approval of a majority of the Independent  Directors at a duly convened  meeting
thereof or all of the Company's directors by written consent thereto.

     (b)  Either  party  may  waive in whole  or in part  any  benefit  or right
provided  to it under  this  Agreement,  such  waiver  being  effective  only if
contained in a writing executed by the waiving party. No failure by any party to
insist upon the strict performance of any covenant, duty, agreement or condition
of this  Agreement  or to exercise  any right or remedy  consequent  upon breach
thereof shall  constitute a waiver of any such breach or of any other  covenant,
duty, agreement or condition, nor shall any delay or omission of either party to
exercise any right hereunder in any manner impair the exercise of any such right
accruing to it  thereafter.  Any waiver of any benefit or right  provided to the
Company  under this  Agreement  shall  require the approval of a majority of the
Board and a majority of the  Independent  Directors at a duly  convened  meeting
thereof or all of the Company's directors by written consent thereto.

     Section 6.6 Notices.  Except as otherwise  provided in this Agreement,  all
notices,  requests,  claims, demands, waivers and other communications hereunder
shall be in writing  and shall be deemed to have been duly given when  delivered
by hand,  when  delivered  personally  or by  courier,  three days  after  being
deposited in the mail  (registered or certified mail,  postage  prepaid,  return
receipt  requested),  or when  received by  facsimile  transmission  if promptly
confirmed by one of the foregoing means, as follows:

If to the Company:

     Public Service Company or New Mexico and
     HVOLT Enterprises, Inc.
     Alvarado Square,
     Albuquerque, NM 87158
     Attention:  Chief Financial Officer
     Fax:        (505) 241-2368

with a copy to:

     Winthrop, Stimson, Putnam & Roberts
     One Battery Park Plaza
     New York, New York  10004
     Attention:  Timothy Michael Toy, Esq.
                 Stephen R. Rusmisel, Esq.
     Fax:        (212) 858-1500

If to the Stockholder:

     Westar Industries, Inc.
     818 South Kansas Avenue
     Topeka, KS  66612
     Attention:  President


     Fax:        (785) 575-1936

with a copy to:

     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
     125 West 55th Street
     New York, New York  10019
     Attention:  William S. Lamb, Esq.
                 Benjamin G. Clark, Esq.
     Fax:        (212) 424-8500

or to such other  address or facsimile  number as either party may, from time to
time, designate in a written notice given in a like manner.

     Section  6.7  APPLICABLE  LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE  WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     Section 6.8 Headings.  The descriptive  headings of the several sections in
this  Agreement are for  convenience  only and do not  constitute a part of this
Agreement  and shall not be deemed to limit or affect in any way the  meaning or
interpretation of this Agreement.

     Section 6.9 Integration.  This Agreement and the other writings referred to
herein or delivered  pursuant hereto which form a part hereof contain the entire
understanding of the parties with respect to its subject matter.  This Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to its subject matter. There are no restrictions,  agreements, promises,
representations,  warranties,  covenants  or  undertakings  with  respect to its
subject matter other than those expressly set forth or referred to herein.

     Section 6.10  Severability.  If any term or provision of this  Agreement or
any  application  thereof  shall  be  declared  or  held  invalid,   illegal  or
unenforceable,  in whole  or in part,  whether  generally  or in any  particular
jurisdiction,  such provision shall be deemed amended to the extent, but only to
the extent,  necessary to cure such invalidity,  illegality or unenforceability,
and the validity,  legality and enforceability of the remaining provisions, both
generally and in every other  jurisdiction,  shall not in any way be affected or
impaired thereby.

     Section 6.11 Consent to Jurisdiction.  In connection with any suit,  claim,
action or proceeding  arising out of this  Agreement,  the  Stockholder  and the
Company each hereby consent to the in personam jurisdiction of the United States
federal courts and state courts located in Topeka,  Kansas;  the Stockholder and
the  Company  each  agree that  service  in the manner set forth in Section  6.5
hereof shall be valid and sufficient for all purposes;  and the  Stockholder and
the Company each agree to, and  irrevocably  waive any objection  based on forum
non  conveniens or venue not to, appear in any United States federal court state
court located in Topeka, Kansas.

     Section 6.12  Counterparts.  This  Agreement may be executed by the parties
hereto in two or more  counterparts,  each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


     IN WITNESS  WHEREOF,  the  Company  and the  Stockholder  have  caused this
Agreement to be duly executed by their respective  authorized officers as of the
date set forth at the head of this Agreement.

                                          HVOLT ENTERPRISES, INC.


                                          By:_____________________________
                                          Name:
                                          Title:

                                          WESTAR INDUSTRIES, INC.


                                          By:_____________________________
                                          Name:
                                          Title:



                                                                       EXHIBIT A

                           Stockholder Nominee Notice

     This Stockholder Nominee Notice is provided to HVOLT Enterprises, Inc. (the
"Company") by Westar Industries,  Inc., (the "Stockholder") pursuant to Sections
4.1(a) and (b) of the Stockholder Agreement,  dated as of [ ], 200_, between the
Stockholder  and the  Company.  Additional  sheets  may be  attached  hereto  as
necessary to answer each item below.

1.  The  Stockholder   hereby   designates  the  person  set  forth  below  (the
"Stockholder Nominee") to be a director of the Company:

Name:                                   ________________________

Principal occupation or employment:     ________________________________________

                                        ________________________________________

Principal business of the organization  ________________________________________
by which ______________ is employed:
                                        ________________________________________


Mailing address:                        ________________________________________

                                        ________________________________________

                                        ________________________________________

                                        Tel:____________________________________


Principal Business Address of
employer specified above:               ________________________________________

                                        ________________________________________

                                        ________________________________________

                                        ________________________________________

                                        Tel:____________________________________


2. Except as set forth below,  the  Stockholder  Nominee has/has not, during the
past ten years,  been  convicted  in a criminal  proceeding  (excluding  traffic
violations or similar misdemeanors).

     (If answer is positive):

     Dates:                             ___________________________

     Nature of Conviction:              ________________________________________

                                        ________________________________________

                                        ________________________________________

                                        ________________________________________

     Name and location of
     court:                             ________________________________________

                                        ________________________________________

                                        ________________________________________

                                        ________________________________________

     Penalty imposed or other
     disposition                        ________________________________________

                                        ________________________________________

                                        ________________________________________

                                        ________________________________________


3. The  Stockholder  Nominee  beneficially  owns,  directly or  indirectly,  the
following securities of the Company:

Description of Security                              Quantity Owned
- -----------------------                              --------------

- -------------------------------------------------    ----------------------

- -------------------------------------------------    ----------------------

- -------------------------------------------------    ----------------------


4. The Stockholder  Nominee owns of record, but not beneficially,  the following
securities of the Company:

Description of Security                              Quantity Owned
- -----------------------                              --------------

- -------------------------------------------------    ----------------------

- -------------------------------------------------    ----------------------

- -------------------------------------------------    ----------------------


5. During the past two years,  the  Stockholder  Nominee has  purchased  or sold
securities of the Company as set forth below:


Description of Security      Date Purchased               Date Sold
- -----------------------      --------------               ---------

- -----------------------      ----------------------       ----------------------

- -----------------------      ----------------------       ----------------------

- -----------------------      ----------------------       ----------------------


6. Of the securities  described above, the following parts of the purchase price
or market value of the shares  specified  is  represented  by funds  borrowed or
otherwise obtained for the purpose of acquiring or holding such securities:

Description of Security      Amount of Indebtedness

- -----------------------      ----------------------

- -----------------------      ----------------------

- -----------------------      ----------------------


7. If the funds  described  above  were  borrowed  or  obtained  otherwise  than
pursuant to a margin account or bank loan in the regular course of business of a
bank,  broker or dealer, a brief  description of the transaction,  including the
names of the parties, is set forth immediately below:

Description of Security
- -----------------------

- -----------------------

Description of Transaction

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


8.  Within the past year,  the  Stockholder  Nominee  was/was not a party to any
contract,  arrangements  or  understandings  with any person with respect to any
securities of the Company, including, but not limited to joint ventures, loan or
option  arrangements,  puts or calls,  guarantees  against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.

     If the  Stockholder  Nominee has been such a party,  a  description  of the
parties to such contracts, arrangements or understandings is set forth below:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


9.  The  Stockholder   Nominee's   associates   beneficially  own,  directly  or
indirectly, the following securities of the Company:

                                            Description of
Associate Name             Address          Security          Amount Owned

- ----------------           ---------------  ---------------   -----------------

- ----------------           ---------------  ---------------   -----------------

- ----------------           ---------------  ---------------   -----------------

- ----------------           ---------------  ---------------   -----------------


10. The  Stockholder  Nominee  beneficially  owns,  directly or indirectly,  the
following amounts of each class of securities of any parent or subsidiary of the
Company:


Description of Security                              Quantity Owned
- -----------------------                              --------------

- -------------------------------------------------    ----------------------

- -------------------------------------------------    ----------------------

- -------------------------------------------------    ----------------------


11. Set forth below is a description  of any  transaction,  or series of similar
transactions,  since the  beginning of the  Company's  last fiscal year,  or any
currently proposed transaction, or series of similar transactions,  to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which the Stockholder Nominee had, or will have,
a direct or indirect material interest, including a description of the nature of
the Stockholder  Nominee's  interest in the  transaction(s),  the amount of such
transaction(s)  and, where practicable,  the amount of such person's interest in
the transaction(s):

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


12.  Except  as set  forth  below,  neither  the  Stockholder  Nominee  (nor any
associate of the Stockholder  Nominee) has any arrangement or understanding with
any  person  with  respect  to  any  future  employment  by the  Company  or its
affiliates  or with respect to any future  transactions  to which the Company or
any of its affiliates will or may be a party:


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


                           Submitted by:


                                           Westar Industries, Inc.


                                  By:      _______________________________

                                  Name:    _______________________________

                                  Title:   _______________________________

                                  Date:    _______________________________