EXHIBIT 10.5


                       HYDRO ENVIRONMENTAL RESOURCES, INC.
                                 AWARD AGREEMENT


     THIS AWARD AGREEMENT (the "Agreement") is made and entered into this ___
day of ______________, 200__, by and between HYDRO ENVIRONMENTAL RESOURCES,
INC., a Nevada corporation (the "Company"), and ___________________________ (the
"Grantee"), pursuant to the Company's 2002 Stock Incentive Plan (the "Plan").
The Company and Grantee agree as follows:

     1. Defined Terms. The terms defined in the Plan shall have the same defined
meanings herein.

     2. Governing Plan Document. This Agreement and the Award hereunder are in
all respects subject to the provisions of the 2002 Stock Incentive Plan, which
provisions are incorporated herein by reference. It also is subject to all
interpretations, amendments, rules, and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this Agreement and those of the Plan, the provisions
of the Plan shall control.

     3. Grant of Award. The Company shall issue to Grantee upon the terms and
conditions of this Agreement ___________ (___) shares of Restricted Stock as of
the Grant Date.

     4. Grant Date. The grant date for this award is _______________, 200__ (the
"Grant Date").

     5. Securities Law Compliance. Grantee may not sell or otherwise dispose of
the Restricted Stock issued hereunder unless the Restricted Stock is registered
under the Securities Act of 1933, as amended (the "Act"), or, if such Restricted
Stock is not so registered, the sale or other disposition is exempt from the
registration requirements of the Act. Grantee's sale or other disposition of the
Restricted Stock also shall comply with any other laws and regulations governing
such Restricted Stock and its sale or other disposition.

     6. Withholding. Upon notification of the amount due, if any, and prior to
or concurrently with delivery of the certificates representing the Restricted
Stock issued hereunder, Grantee shall pay to the Company amounts necessary to
satisfy any applicable federal, state, or local withholding tax requirements. If
Grantee fails to pay any amount demanded, the Company shall have the right to
withhold that amount from other amounts payable by the Company to Grantee,
including salary, subject to applicable law.

     7. No Effect on Terms of Employment/Consulting Relationship. This Agreement
shall not confer upon Grantee any right with respect to Grantee's Continuous
Service or interfere in any way with Grantee's right or the Company's right to
terminate Grantee's Continuous Service at any time, with or without cause.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.

                                     COMPANY:

                                     HYDRO ENVIRONMENTAL RESOURCES, INC.,
                                     a Nevada corporation


                                     By:
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                                     Title:
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                                     GRANTEE:

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                                     By:
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                                     Title:
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