Exhibit 1

UNDERWRITING & SELLING AGREEMENT

     In regard to the offerings  being made by Power Save  International,  Inc.,
(PSI), or successors, in a stock offering under the Securities Act of 1933 or an
exemption,  private placement,  merger or acquisition,  PSI agrees to pay to the
Three Arrows Capital Corp. (TAC):

1.   A commission  of 5.00% of the gross  proceeds of the  offering,  contingent
     upon achieving the minimum specified in the offering. Warrants on shares at
     the  offering  price at the rate of one  warrant  per twelve  shares  sold,
     effective at the minimum, are also granted. The term of the warrants to run
     from the date of this  Agreement  and for  four  years  from the end of the
     offering  period,  not to exceed five years from the initial offering date,
     and cannot be sold, transferred,  assigned or hypothecated for at least one
     year from the effective date of the offering. One demand registration right
     is granted not to exceed five years from the effective date.

2.   A due  diligence fee of $4,000 and  consulting  fee of $5,950 plus mutually
     agreed  expenses  including  fees of any state where Three  Arrows  Capital
     Corp.  must register for the PSI offering.  If the offering is  terminated,
     TAC will be  reimbursed  only for the  actual,  accountable,  out-of-pocket
     expenses.

3.   Hold Three Arrows Capital Corp. and its agents harmless from, and indemnify
     their  agents for,  any and all costs of  investigation  of claims,  costs,
     expenses,  attorney fees or other liabilities or disbursements  arising out
     of any  administrative  investigation  or  proceeding  or  any  litigation,
     commenced or threatened,  relating to this underwriting which stem from any
     misstatements  or incorrect  information  from PSI  principals,  employees,
     directors or agents,  including without  limitation,  the implementation of
     this  Agreement,  the  distribution  of stock or funds,  the  investment of
     funds,  the  interpretation  of this  Agreement  or  similar  matters.  The
     Underwriter  will not be  indemnified  for any claims,  costs,  expenses or
     other  liability  arising from its bad faith or  negligence  or that of its
     employees, officers, directors or agents.

4.   All  subscription  checks  will be mailed to TAC for prompt  deposit to the
     Escrow  Account,  at the  escrow  agent,  no  later  than  noon of the next
     business  day.  Such funds will be  handled in  accordance  with the Escrow
     Agreement  filed as an exhibit  to the  offering  document.  TAC will fully
     comply with the provisions of Rules 2730,  2740,  2750 and 2420 of the NASD
     Conduct Rules.

For PSI                                     For TAC

Signature                                   Signature

Name and Title                              Name and Title

Date                                        Date