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                                                                   EXHIBIT 10.05

                            FHP MANUFACTURING COMPANY
                                  OEM AGREEMENT


This agreement, effective the _________ day of _______________ 20___ is by and
between FHP MANUFACTURING Company (FHP) with its principal place of business at
601 NW 65th Court, Ft. Lauderdale, Florida 33309 and having its principal place
of business at _______________________ in the State / Country of ______________.
WHEREAS, FHP manufactures and sells certain Equipment and is willing to sell the
Equipment to ___________________ for the purpose of resale; and ________________
is willing to purchase the Equipment for the purpose of resale to its customers;
the parties agree as follows:

         1. AGREEMENT TO SELL. ___________________ agrees to purchase from FHP,
and FHP agrees to sell the Equipment. FOR DEMARCO ENERGY SYSTEMS PATENTED
APPLICATIONS ONLY.

         2. PRICE. Prices to be paid to FHP are set forth in Exhibit A. hereto.
The prices for the Equipment shall be firm for a period of three (3) months. FHP
may increase the prices upon sixty (60) days written notice to

         3. ORDERS AND SCHEDULING. All orders with immediate release for
production and shipment shall be forwarded to FHP with the required shipping
date adequately noted. All orders shall be subject to the provisions of this
Agreement and no conflicting or additional terms or conditions shall apply.

         4. PAYMENT AND SHIPPING. All Equipment shall be shipped F.O.B. factory,
freight prepaid to destination as stated in order, and FHP's delivery to the
carrier shall be deemed delivery to         . After shipment, FHP shall send its
invoices for Equipment and for the prepaid freight to        , stating the total
purchase price of the Equipment shipped, and any sales, use or excise tax
applicable to the sale.

         5. WARRANTY AND INDEMNITY. FHP warrants that the Equipment shall be
free from defects in material and workmanship under normal use and service for a
period of one (1) year on all parts and an additional (8) month on the
compressor. The effective date of this warranty shall be the completion of
installation of Equipment or sixty (60) days from the actual shipment of the
Equipment from the factory, whichever is earlier. The warranty obligates FHP to
replace, free of charge, any part or parts that show evidence of being defective
in material and workmanship and are deemed so defective by authorized personnel
of FHP. FHP assumes no obligation for labor required to replace the defective
part or parts nor for freight or postage required to replace the defective part
or parts nor for freight or postage required to return or to secure the part.
Warranty does not include breakage or rupture water tubing and/or water
condenser coil when subjected to freezing temperatures. The warranty is a
limited warranty, parts only. This warranty is in lieu of any other warranties,
express or implied, including any implied or merchant ability or fitness for
particular purpose. FHP agrees to hold harmless, its agents, officers, directors
and employees from and against any claims, demands, expenses or suits which may
be brought against any of the indemnified parties hereunder for personal injury
or death, or damage to tangible property, resulting from FHP's defective design
or manufacture of the Equipment.

         6. PRODUCT CHANGES. FHP reserves the right for time to time, at its
discretion, to change, modify or discontinue production or delivery of the
Equipment. FHP shall give written notice of


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any product change, modification or discontinue of production of Equipment at
least ninety (90) days in advance of such action.

         7. TRADEMARKS. ________________________ shall not use any trademarks or
tradenames owned by FHP in connection with the resale of Equipment.

         8. INABILITY TO PERFORM. FHP shall be excused from any delay or failure
in performance hereunder caused by labor disputes, governmental requirements,
Acts of God, inability to secure materials or transportation facilities, and
other causes beyond FHP's control. If any such cause should continue for more
than ninety (90) days, _____________ - shall have the right, upon written notice
to FHP, to terminate this agreement.

         9. NATURE OF THIS AGREEMENT. Nothing in this agreement shall restrict
FHP's right to sell Equipment to others.

         10. TERMINATION. This agreement may be terminated by either party
without cause upon sixty (60) days' written notice to the other party. Upon
termination of this agreement, both parties shall fulfill all outstanding
obligations incurred prior to the date of termination.


    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.



OEM Purchase Multipliers:

1.       .33 one year all parts additional (8) months on compressor



Date:                                        By:
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                                                  FHP MANUFACTURING Company



Date:                                        By:
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