EXHIBIT 10.21
                                    Agreement

                                     for an

                Initial Collaboration in the development of mCHP





                                  Made between

                             Sigma Elektroteknisk AS

                                       and

                                 Baxi Group Ltd

                                  6 March 2001



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1.       Introduction

This document sets out an agreement  between  Sigma  Elektroteknisk  AS and Baxi
Group  Ltd ('the  parties')  for  collaboration  in the  development  of a micro
combined heat and power (mCHP) device for sale In the UK marketplace.

The remainder of this document is structured as follows:

-        Section 2    Objective of the Agreement
-        Section 3    Background to the Agreement
-        Section 4    The Initial Collaboration
-        Section 5    The Agreement

2.       Objective of the Agreement

The objective of this agreement is the execution of a programme of joint working
('the Initial  Collaboration') between the parties in the development of an mCHP
package.

The package consists of two main elements:

-        the Sigma Energy Converter (the PCP)
-        The cabinet for domestic use, into which the PCP is mounted,  including
         controls and  connections to both domestic  systems and the electricity
         supply network (the ancillaries).

In overall  terms,  Sigma will  contribute  expertise  on the PCP element to the
partnership and Baxi will contribute expertise in the ancillaries' element. .

3.       Background to the Agreement

Sigma

Sigma has developed a prototype PCP. The design requires to be re-engineered for
volume manufacture and for this design to then be sourced for manufacture. Sigma
has  committed  to a  re-engineering  programme  using world  class  engineering
expertise  including  Ricardo  Engineers  and  Kockums.  Sigma  will  also use
Ricardo,  who have extensive  experience in sourcing automotive  components.  to
assist in the setting up of the low to medium volume manufacturing  strategy and
sourcing. The first units of the re-engineered version of the PCP are planned to
be ready for delivery to Sigma for testing by November 2001.

Sigma aims to  manufacture  the PCP with  extensive  outsourcing  and the use of
existing manufacturing capacity and to supply it to industrial customers (OEM's)
In the UK, Germany and the Netherlands.  The OEM will mate the PCP with suitable
ancillaries to produce packages for use in each national marketplace.

Baxi

The  advent of mCHP is  judged to have  significant  impact on the  business  of
boiler  manufacturers.  mCHP packages  will  primarily be installed in older and
larger  houses as  replacements  for boilers  that have reached the end of their
service life.  This element of the boiler  replacement  market will,  therefore,
become  subject  to a product  substitute.  This  substitution  may be either an
opportunity or a threat to the boiler OEM's, depending upon their reaction. Baxi
has  recognised  -the  opportunity  offered  by mCHP and has  chosen  to play an
aggressive  role in the  development  of this new market.  Having  evaluated the
technical and commercial issues associated with mCHP,


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Baxi wishes to partner with energy  converter  manufacturers  and act as systems
integrator-effectively supplying the complete package.

UK mCHP delivery chain

The supply chain envisaged for the mCHP package Is as follows:

i.       The  manufacturing of the PCP by Sigma and supply to Baxi together with
         other UK OEM partners.
ii.      The  manufacturing  of the mCHP  package  by Baxi and  other  Sigma OEM
         partners.
iii.     The supply of the mCHP package to the marketplace  (i.e. the end-users)
         in conjunction with an Energy Service: Company (ESCO).

The detail  manner of supply to the  marketplace  (by whom and  whether by sale,
leasing  arrangement or other means together with  installation  and maintenance
arrangements) remains to be determined. It is proposed that this supply strategy
be developed jointly by Sigma and Baxi subject to:

-        the successful  initiation of the Initial Collaboration covered by this
         agreement   and  a  desire  on  both  parts  to  extend   the   Initial
         Collaboration into a long-term commercial partnership.

4.       The Initial Collaboration

At this time, there are substantial  uncertainties as to the future direction of
development of mCHP. The Initial Collaboration is designed as a flexible vehicle
that allows:

-        Sigma and Baxi to work together to reduce the level of uncertainty  and
         undertake Initial package development while

-        giving both Sax[ and Sigma the opportunity to work with other companies
         active  In  the  mCHP  field   during   the   period  of  the   Initial
         Collaboration.

This agreement is,  therefore,  an Interim  arrangement to allow both parties to
work together to reduce the level of uncertainty and to  subsequently  develop a
full commercial agreement.

The tasks to be addressed by the Initial Collaboration are as follows:

i.       The  development  of a  prototype  package design  based on the current
         prototype  PCP. The main purpose  here is to  understand  how a package
         based on the PCP needs to be designed with respect to:

         - Safety
         - Thermal output and control.
         - Legal & regulatory requirements
         - Installation & maintenance

ii.      Testing of the prototype package design,  The production version of PCP
         will have  interfaces  that are Identical to the prototype  PCP, so the
         substitution  of the prototype by the production  version will not give
         any difficulties.

iii.     Once the prototype package has been successfully  developed and tested,
         the  development and testing of a B-package,   potentially  suitable as
         the basis for a production package.


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5.       Agreement

Both parties agree to the following:

i.       To work  together to develop  and test an mCHP  package,  as  described
         above.  Either party may initiate  discussions  for a broadening of the
         scope of this agreement.

ii.      To assign sufficient  priority and allocate the necessary  resources to
         the above tasks so that the package is developed in line with timing to
         be separately agreed but currently  anticipated by mid 2002. Each party
         shall carry its own costs. .

iii.     The outputs from the co-operation,  Including  specifications and other
         engineering information, will be fully shared by both parties. However,
         in the event of inventions being made during the Initial Collaboration,
         the party making the invention shall retain the 1PR.

iv.      To protect  each other's  confidentiality  and 1PR, and not to disclose
         any information having been disclosed or arisen within the framework of
         the Initial Collaboration,

v.       Each party is free to work in parallel with alternative partners on any
         subject or matter within the field of mCHP.

vi.      Subject to a satisfactory  development of the co-operation to transform
         this agreement into a long-term commercial agreement by July 2002.

vii.     This  agreement  will  become  effective  as of 6 March 2001 and can be
         terminated by either party on 3 months' notice.

viii.    This agreement is subject to English law.

For Baxi Group Ltd                           For Sigma Elektroteknisk AS

Signature: /s/ Christopher Drodgan           Signature: /s/ Simon Kolin
----------------------------------           --------------------------
               Christopher Drodgan                          Simon Kolin
Title:         Group Development Director    Title:         V.P. Marketing
Date:          5-3-01                        Date:          6-3-01

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                               (SIGMA LETTERHEAD)

Date: 5. March, 2001.

1 hereby authorize

Mr. Simon Kolin, V.P of Marketing and/or
Mr. Lars Kjosbakken, V.P. of Operations at
SIGMA Elektroteknisk AS, Box 34, 1550 Holen, Norway
to sign the
"Agreement for Initial Collaboration In the development of mCHP"
up until today being  presented by SIGMA and commented upon by BAXI, and finally
agreed in the meeting today, 6. March, 2001,

between

BAXI Group Ltd
And
SIGMA Elektroteknisk AS

The agreement should hold a copy of this authorization as an Appendix.

Yours sincerely

By: /s/ Svein Hestevik
----------------------
        Svein Hestevik
        CEO
        SIGMA Elaktrateknisk AS

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