Exhibit 10.24

                        CO-OPERATION AND SALES AGREEMENT



This  Co-operation and Sales Agreement (the  "Agreement") made and entered as of
this [ th ]day of July, 2001 by and between:

(1)    Balantum Oy ("Newco"), a company organised and existing under the laws of
       Finland  (Business ID 1646698-0)  having its  registered  domicile in the
       City of  Helsinki  and its  registered  address  at c/o  Asianajotoimisto
       Waselius & Wist Oy, Etelaesplanadi 24 A, 00130 Helsinki, Finland;

(2)    Aquamax (International)  Holding B.V.,  ("Aquamax"),  a company organised
       and  existing  under the laws of the  Netherlands  having its  registered
       domicile  in  the  City  of  Amsterdam  and  its  registered  address  at
       Locatellikade 1, Parnassustoren,  1076 AZ Amsterdam,  P.O. Box 7215, 1070
       AE Amsterdam, the Netherlands; and

(3)    Keeran  Corporation  N.V.  ("Keeran"),  a company  organised and existing
       under the laws of the Netherlands Antilles having its registered domicile
       in the City of  Willemstad  and its  registered  address  at World  Trade
       Center Curacao, Unit BC.II.01-04, Piscadera Bay, Willemstad, Curacao, the
       Netherlands Antilles.

Aquamax and Keeran are collectively herein referred to as "AK".

WITNESSETH:

WHEREAS, Newco is the owner of the Newco Technology (as defined below);

WHEREAS, AK collectively is the rightful licensee of the Newco Technology within
the field of use of applications of the Newco Technology that: (i) have as their
sole  purpose  the  desalination  of  seawater;  and  (ii)  are not  capable  of
processing more than 1,000 cubic meters of seawater per day;

WHEREAS,  Newco and AK wish to set out the terms of co-operation relating to the
utilisation  of the Newco  Technology,  as well as the terms of the sale of heat
exchanger and other polymeric components,  as between Newco and AK, required for
the manufacture of evaporators using the Newco Technology;

NOW,  THEREFORE,  for and in  consideration of the mutual promises and covenants
herein set forth and agreed, Newco and AK agree as follows:

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1      DEFINITIONS

1.1    When used in this Agreement, unless expressly otherwise stated or evident
       from the context  wherein  appearing,  the following terms shall have the
       following meanings:

       Agreement                  shall  have  the  meaning  set  forth  in  the
                                  preamble;

       EUR                        shall mean the currency of the European Union;

       License Agreement          shall mean the License  Agreement  between the
                                  Parties of July [ ], 2001;

       Newco                      Technology  shall mean the  patents  listed on
                                  Schedule   1  of   this   Agreement   and  any
                                  improvements  to be made  during  the  term of
                                  this Agreement,  including any and all patents
                                  arising out of such improvements;

       Parties                    shall  mean  any  one  of  Newco,  Aquamax  or
                                  Keeran,  as  required  by  the  context,   and
                                  "Parties"   shall  mean  Newco,   Aquamax  and
                                  Keeran;

       Product(s)                 shall  mean  the  object(s)  of the  sale  and
                                  purchase  included  but  not  limited  to heat
                                  exchanger  and other  polymeric  components as
                                  well  as  accessories   and  spare  parts  and
                                  eventually turn key evaporator equipment; and

       Rolling Forecasts          shall mean forecasts  provided by AK specified
                                  in Section 5 below.


1.2    The  singular  form of any term used  shall  include  the plural and vice
       versa,  and any reference to a numbered clause or to "hereto",  "herein",
       "above"  or  "below"  shall  be a  reference  to the  relevant  parts  or
       provisions of this Agreement.


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2      CO-OPERATION

2.1    Newco agrees to co-operate with AK as follows:

       (a)   Newco shall offer for sale to AK,  Products  required by AK for the
             marketing, selling and manufacturing of evaporators using the Newco
             Technology on the terms and conditions set forth in this Agreement.
       (b)   Newco shall, on a case by case basis, offer for sale to AK turn-key
             evaporators, if mutually and separately agreed between the Parties.
       (c)   Newco shall within its normal course of business  assist AK to keep
             the Newco Technology based technical capability up to date.
       (d)   Newco  shall keep AK  informed  about the valid  price list for the
             Products as well as the delivery times for such Products.

2.2    AK shall co-operate with Newco as follows:

       (a)   AK  shall,  within  its  normal  course of  business,  use its best
             efforts  to  optimise  the  sale,   marketing   and   promotion  of
             evaporators and other products utilising the Newco Technology.
       (b)   AK shall  offer  for  sale  only  evaporators  and  other  products
             utilising the Newco  Technology and undertakes not to sell or offer
             for sale any other products or evaporators in competition  with the
             Newco Technology.
       (c)   AK shall as of November 12, 2001 and subsequently every third month
             give Newco in writing a market feed-back,  included but not limited
             to prices, technical aspects and competitors of the Products.

3      PRODUCTS

3.1    This Agreement shall apply to the Products listed and defined in Schedule
       2 hereto.  New  Products  may be added by  amending  Schedule  2 whenever
       agreed between the Parties in writing.

3.2    AK  undertakes  to purchase a yearly  minimum  amount of each  Product as
       specified in Schedule 2 hereto, subject, however, to the following:

      (a)  if  the  Products  meet  the  requirements  of  AK's  markets  in  a
       competitive  way the AK is bound to such minimum amounts of each Product.
       If the yearly volume of AK's purchase  orders for Product is smaller than
       the yearly minimum  purchase  volume set out in Schedule 2 hereto,  Newco
       may cancel the exclusive rights.

      (b) if the  Products do not meet the  requirements  of AK's  markets in a
       competitive  way,  then AK is not bound to such yearly  minimum  purchase
       volume set out in  Schedule  2 hereto and Newco may cancel the  exclusive
       rights.



4      PRICES

4.1    Prices for the Products are provided in Schedule 2 hereto. All Prices are
       fixed but shall be levied with VAT to the extent applicable.

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4.2    Subject,  however,  to  Section  4.1 above,  Newco may at its  discretion
       adjust the prices  every  sixth  month,  the first time as of January 12,
       2002.

4.3    All changes in Prices  shall  become  effective  upon  agreement  for all
       orders whether confirmed or not but not yet delivered by Newco.


5      FORECASTS

5.1    AK shall  provide  Newco with Rolling  Forecasts  for the Products once a
       year The first Rolling Forecast shall be provided by August 12, 2001.

5.2    The Parties acknowledge,  that the Rolling Forecasts for the Products are
       forecasts  provided by AK laying out a time-table for future  deliveries.
       Newco and AK understand that such Rolling  Forecasts for the Products are
       non-binding estimates based on AK's assumptions at the time.

6      ORDERING

6.1    AK shall  place  written  orders  for the  Products  by post,  e-mail  or
       facsimile.  Newco shall  forthwith send AK a written  confirmation of the
       orders for the Products.

6.3    Purchase  orders  shall state and include at least the amount of Products
       to be delivered, the date of delivery and the delivery address.


7      TERMS OF DELIVERY AND PAYMENT

7.1    The Terms of Delivery for the Products shall be EXW [the relevant city to
       be decided case by case] (Incoterms 2000).

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7.2    Newco   undertakes   to  pack  the   Products   properly   to   withstand
       transportation  and when  applicable,  as required and  instructed by AK.
       Prices  for  the  Products  shall  include  the  cost of  packing  and/or
       protection  required  to  prevent  the  damage  to  the  Products  during
       transportation.  Newco agrees to indemnify AK against any damage that the
       Products may suffer due to improper packing.

7.3    All payments by AK shall be made in EUR against an invoice from Newco. AK
       shall pay the Products within  twenty-eight (28) days calculated from the
       date of Newco's  invoice.  The Parties shall separately agree on terms of
       payment securing the receivables of Newco

8      DELIVERY TIMES

8.1    K shall not be obliged to take the Products into its  possession  before
       the agreed date of delivery.  Partial deliveries are not allowed,  unless
       accepted by AK in writing prior to such delivery.

8.2    If Newco can not  deliver  the  Products  in  accordance  with the agreed
       delivery  times,  then Newco shall, as soon as Newco becomes aware of the
       delay or a  possible  or  potential  delay  inform AK  thereof in writing
       stating  the  reason for the delay and  propose a new date for  delivery,
       which shall not be unreasonably refused by AK.

8.3   In case of delay  in  delivery,  Newco  shall  promptly  take any and all
       necessary  actions in order to identify  the  cause(s)  for such delay as
       well as in order to prevent such delays from reoccurring.

9      COMPETITION

9.1    During the term of this Agreement AK shall not, without the prior written
       consent of Newco,  directly or indirectly market,  sell or offer for sale
       any products or evaporators not utilising the Newco Technology.

10     CONFIDENTIALITY

10.1   The Parties  agree to keep strictly  confidential  and not to disclose to
       any third party any technical,  economic,  financial,  marketing or other
       information  relating to the Newco Technology,  unless disclosure of such
       information  is  expressly  permitted by this  Agreement,  approved to be
       disclosed by the Parties,  or required to be disclosed by mandatory  law,
       and then only to the extent necessary.

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10.2   The Parties agree that they shall not use any  information  obtained from
       each other for any purpose  whatsoever except in a manner provided for by
       this Agreement or by separate agreement between the Parties.

10.3   The confidentiality  obligation undertaken by the Parties pursuant hereto
       shall not apply to any such information obtained from a Party which is or
       becomes  published  or  otherwise  is  generally  available to the public
       except   through  wilful  acts  by  the  recipient   thereof,   and  this
       confidentiality  obligation, as so limited, shall survive the termination
       of this Agreement.

10.4   Any  disclosure  to a third  party  is to be  preceded  by  consultations
       between the Parties as to timing, form and contents.

11     TERM AND TERMINATION

11.1   This  Agreement  shall upon the execution  thereof by the Parties  become
       effective as of the date and year first above written and shall  continue
       in force and effect until the License  Agreement  between the Parties has
       expired.

11.2   Notwithstanding  anything  to the  contrary  herein,  in case of material
       breach by a Party,  this  Agreement  may by the  non-defaulting  Party be
       cancelled to  terminate  forthwith  by notice of  cancellation  effective
       immediately  upon  receipt of such  notice by the  defaulting  Party,  if
       within  sixty (60) days after  notice of such breach the breach shall not
       have been  corrected  or  remedied by the  defaulting  Party (save to the
       extent contested on justifiable grounds in good faith).

11.3   Should any of the following events occur, namely:

      (a)    any Party becoming insolvent or having a receiver appointed for its
             assets or execution or distress levied upon its assets;

      (b)    an order being made or a resolution  being  passed for  winding-up,
             liquidation  or merger of any Party (except where any such event is
             only  for the  purposes  of  amalgamation  or  reconstruction  with
             another  group  company and the  resultant  company  emerging is or
             agrees to be bound by the terms hereof);

       (c)   any  Party  resolving  to file  for  bankruptcy  or  administration
             proceedings,  filing for such  proceedings,  or having  filings for
             such proceedings made against it;

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             then the Party not so affected  may  terminate  this  Agreement  to
             expire  forthwith  by filing of a notice  to such  effect  with the
             other Party.

12     WARRANTY

12.1         Newco warrants that the Products shall be new and unused,  and free
             from all  defects  arising  from  inferior  materials  or faulty or
             inferior manufacturing or workmanship.

12.2         The warranty  period shall be twelve (12) months  assuming that the
             using  circumstances  follow the  parameters  given by Newco and it
             shall  begin at the date of  delivery  of the  respective  Product,
             unless the Product is rejected or the date of delivery is postponed
             or rescheduled in accordance with Section 9 above.

12.3         In the event  that any  Product  being  found to be  defect  due to
             inferior   materials  or  faulty  or  inferior   manufacturing   or
             workmanship,  Newco's sole  responsibility  in consequence  thereof
             shall be to repair or have  repaired  the  relevant  Product  or to
             deliver a new similar Product in lieu of the faulty Product.


13     LIABILITY

13.1         AK agrees to indemnify  Newco against and hold Newco  harmless from
             any and all consequences of any and all claims,  suits,  actions or
             demands  asserted  against Newco directly from any liability  claim
             made by third parties or end-users.


14     LIMITATION OF LIABILITY

14.1         In no event,  however,  shall the  Parties' be liable to each other
             for any loss of  profits,  loss of  business,  loss of use or data,
             interruption of business,  or for indirect or consequential damages
             of any kind,  except,  however,  for any loss or  damage  caused by
             wilful conduct or gross negligence.


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15     INSURANCE

15.1         AK shall take out and  maintain  full and  comprehensive  insurance
             policies for professional  indemnity and public liability hereunder
             and shall at Newco's cost notify the  insurers of Newco's  interest
             and  cause  such  interest  to be  noted  on the  policies  (if the
             policies so permit).  AK shall supply  promptly to Newco on request
             copies of such policies and evidence that the premiums on them have
             been paid.


16     CONFLICT OF DOCUMENTS

16.1         To the extent that this  Agreement is in conflict  with the License
             Agreement between the Parties, the License Agreement shall prevail.
             This  Agreement  shall be applied in  conjunction  with the License
             Agreement.


17     NOTICES

17.1         All  notices,  requests,  demands  or  other  communication  to the
             Parties  shall be  deemed  to have  been  duly  given or made  when
             delivered by mail, facsimile or otherwise demonstrably to the Party
             in question as follows:

       (a)   if to Newco:

             Balantum Oy
             C/O Asianajotoimisto Waselius and Wist Oy
             Etelqesplanad: 24 A
             00130 Helsinki
             Finland
             Facsimile: +358966895222
             Attention: CEO Juhani Kujala


       (b)   if to Aquamax:

             Aquamax Holding B.V.
             Locatellikade 1, Parnassustoren
             1076 AZ Amsterdam
             P.O. Box 7215, 1070 AE Amsterdam
             the Netherlands
             Facsimile: +3589228831
             Attention: Mr. Tauno Palatie


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       (c)   if to Keeran:

             Keeran Corporation N.V.
             World Trade Center Curacao,
             Unit BC.II.01-04, Piscadera Bay
             Willemstad, Curacao,
             the Netherlands Antilles
             Facsimile:  +3589228831
             Attention:  Mr. Tauno Palatie

       or to such other address as the respective Party hereafter may specify in
       writing to the other Parties.

17.2         Notices,   requests,   demands  or  other  communication  shall  be
             considered received when actually received.


18     FORCE MAJEURE

18.1         In the event of the Newco  being  unable to fulfil its  obligations
             under  this  Agreement  due  to an  event  beyond  Newco's  control
             effectively  preventing  such  fulfilment,  such  as (a)  authority
             ruling or decision;  (b) changed  legislation;  (c) act of God; (d)
             riot, strike,  lock-out or other similar work conflict;  (e) sudden
             destruction of relevant  business  means;  or (f) other  comparable
             event,  then Newco shall be relieved from such  obligation  for the
             effective duration of the relevant event.

18.2         Upon the occurrence of a force majeure event, as defined in section
             18.1 above, Newco shall forthwith inform AK thereof,  failing which
             Newco shall not have the right to refer to such force majeure event
             and shall not be relieved from the  fulfilment  of its  obligations
             hereunder.

18.3         In case of a force majeure event, as defined in section 18.1 above,
             having existed for more than sixty (60) days on a continuous basis,
             AK shall  have the  right to  terminate  this  Agreement  to expire
             forthwith by the giving of written notice to such effect to Newco.

19     SCHEDULES INCORPORATED

19.1         Each  Schedule  to which  reference  is made  herein  and  which is
             attached  hereto  shall  be  deemed  to  be  incorporated  in  this
             Agreement by such reference.


20     HEADINGS

20.1         The headings of this  Agreement  are for  convenience  of reference
             only and  shall  not in any way  limit or  affect  the  meaning  or
             interpretation of the provisions of this Agreement.


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21              ASSIGNMENT

21.1       This Agreement and the rights and obligations  specified herein shall
           be binding upon and inure to the benefit of the Parties and shall not
           be assignable by any Party.

21.2       Newco may,  however,  assign this Agreement to a company belonging to
           the same group of companies as defined in the Companies Act of 1978.


22              INTEGRATION

22.1       This  Agreement  represents  the entire  understanding  and agreement
           between the Parties  with  respect to the subject  matter  hereof and
           supersedes  all  prior  negotiations  and   understandings   relating
           thereto.


23              NO WAIVER

23.1       Failure by a Party at any time or times to require performance of any
           provisions of this  Agreement  shall in no manner affect its right to
           enforce  the same,  and the  waiver  by a Party of any  breach of any
           provision of this Agreement  shall not be construed to be a waiver by
           such Party of any  succeeding  breach of such  provision or waiver by
           such Party of any breach of any other provision hereof.


24     GOVERNING LAW

24.1         This  Agreement  shall be governed by and  construed in  accordance
             with the laws of Finland.


25     SETTLEMENT IN GOOD FAITH

25.1         In the  event  of any  dispute  concerning  this  Agreement  or the
             interpretation  of the same,  it is hereby  agreed that the Parties
             shall use their best  endeavours to settle such  disputes,  without
             recourse to law, by means of  negotiations  in good faith under the
             spirit of fair  treatment  of one  another,  but should this not be
             found possible, then such disputes shall be referred to arbitration
             in accordance with section 26 below.

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26     ARBITRATION

26.1         Any  dispute,  controversy  or claim  arising out of or relating to
             this  Agreement or the breach,  termination  or invalidity  thereof
             shall be settled by arbitration in accordance  with the Finnish Act
             on Arbitration Procedure. The arbitration tribunal shall consist of
             three  arbitrators  one of whom shall be appointed by the Newco and
             one (1) of whom shall be jointly appointed by the AK parties to the
             relevant   dispute,   controversy  or  claim.  The  arbitrators  so
             appointed  shall  jointly  appoint the third  arbitrator  to act as
             chairman.  Unless  a party  has  appointed  its  arbitrator  or the
             arbitrators  have  failed to appoint  the third  arbitrator  within
             twenty-one (21) days from being requested to appoint its arbitrator
             of from the date the second  arbitrator was appointed,  as the case
             may be, the relevant arbitrator shall be appointed by the Committee
             of Arbitration of the Central  Chamber of Commerce of Finland.  The
             place  of  arbitration   shall  be  Helsinki  and  the  arbitration
             proceedings shall be carried out in the English language.


27     AMENDMENTS

27.1         Any amendments to this Agreement shall be in writing and shall have
             no effect before signed by the duly authorised  representatives  of
             all the Parties.


28     PROVISIONS SEVERABLE

28.1         If any  provision  of  this  Agreement  is held  to be  invalid  or
             unenforceable  such  determination  shall not  invalidate any other
             provision of this  Agreement;  however,  the Parties shall attempt,
             through  negotiations  in good faith,  to replace any  provision of
             this Agreement so held to be invalid or unenforceable.  The failure
             of the Parties to reach agreement on a replacement  provision shall
             not  affect  the  validity  of the  remaining  provisions  of  this
             Agreement.


29     PUBLICITY

29.1         ave  as  required  by law,  governmental  decree,  any  applicable
             regulations or any official action,  the contents of this Agreement
             shall  remain  secret  indefinitely,  unless  explicitly  otherwise
             agreed.


30     COUNTERPARTS

30.1         his   Agreement   has  been   executed  in  three  (3)   identical
             counterparts, one (1) for each Party.

IN WITNESS WHEREOF,  the Parties have duly executed this Agreement as of the day
and year first above written.


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                                   Balantum Oy

                            /s/ Juhani Kujala
                            -------------------------




    Aquamax (International) Holding B.V.              Keeran Corporation N.V.


        /s/ Rainer Sjostrum                            /s/ Rainer Sjostrum
        -------------------------                     -------------------------


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                                   Schedule 1


                                     Patents


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                                  Schedule 2

The Minimum Purchasing target for AK is:

1. First 12 months period                   3 projects (either turn key or
                                              cartridges and other
                                              polymericcomponents

2. Second 12 months period                  6 projects (as under 1. above)


3. Third 12 months period                  10 projects (as under 1. above)


4. Fourth 12 months period                15 projects (as under 1. above)


5. Fifth 12 months period                  20 projects (as under 1. above)

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