EXHIBIT 10.20

                             Co-operation Agreement

This Agreement is between the two (2) parties

                            SIGMA Elektroteknisk A.S,
                                  P.O. Box 58,
                                   1550 HOLEN,
                                     Norway,

hereinafter called "SIGMA",

AND
                                   Kockums AB
                                Storn Varvsgatan
                                 205 155 MALMO,
                                     Sweden,

hereinafter called "KOCKUMS",

WHEREAS

KOCKUMS has consulting and  engineering  competence and capacity in the field of
Stirling Engines, hereinafter called "Field of Expertise",

WHEREAS

SIGMA has  experience in  engineering  in the field of Stirling  Engines and are
preparing for the manufacturing of such engines,

WHEREAS

KOCKUMS is willing to offer consulting and engineering  services to SIGMA. SIGMA
is willing to offer  contracting  work for  KOCKUMS.  Both  KOCKUMS and SIGMA is
willing  to explore  future  joint  business  opportunities,  especially  in the
Scandinavian market.

IT IS AGREED AS FOLLOWS REGARDING SERVICES:
                                  ---------

1.1  Consulting Services

KOCKUMS shall  subject to  agreements  made on a  case-by-case  basis,  work out
recommendations  on defined  technical or  engineering  problems  and  questions
within the Field of Expertise and prepare written reports documenting and giving
the grounds for the recommendations.

1.2  Engineering Services

KOCKUMS shall upon request,  subject to agreements made on a case-by-case basis,
perform  reviews and render  expert  opinion on  technical  material  (concepts;

                                       1
<PAGE>

calculations; drawings; fabricated parts, components, and assemblies; procedures
and equipment for testing of components  or complete  Stirling  engines;  etc.),
project  descriptions,  and reports and other  written or graphical  information
related to the business activities of SIGMA within KOCKUMS's Field of Expertise.
KOCKUMS shall further  participate  in specialist  teams formed  temporarily  by
SIGMA for the swift resolution of particular engineering problems.

1.3  Contracting work (Consulting, services and supply of parts.)

SIGMA shall upon request,  subject to agreements  made on a case-by-case  basis,
offer to KOCKUMS  contracted  work related to the expertise held by SIGMA.  Such
work shall be  dependent  on  competitive  terms,  capability  and  capacity for
delivery from SIGMA.

1.4  Exploration of joint business opportunities in the Scandinavian market.

KOCKUMS and SIGMA shall jointly explore upcoming business  opportunities through
regular  meetings  where this is put upon the agenda.  Such  meeting  shall take
place on demands by both parties. These meetings shall also seek to identify any
extension of the business relationship hereby established. The meetings are held
at the offices of both companies.

IT IS AGREED AS FOLLOWS REGARDING RESPONSIBILITIES:
                                  -----------------

2.1  Responsibilities of KOCKUMS

a)   KOCKUMS shall identify and propose the type and scope of service applicable
     for each request  submitted  by SIGMA.  The service type and scope shall be
     described  in  a  service   order   acknowledgement.   The  service   order
     acknowledgement  shall if possible specify the number of hours or the fixed
     maximum cost for each service.

b)   KOCKUMS  shall  inform SIGMA about any  restrictions  on the use of advice,
     consultant  information or other material provided to SIGMA under the terms
     of this  Agreement.  KOCKUMS shall comply with any explicit  restriction on
     the use and  distribution  of duly  marked or graded  material  supplied by
     SIGMA.

c)   KOCKUMS shall perform tasks and  activities as listed and described in this
     Agreement and the  Attachments  thereto,  making use of KOCKUMS's  personal
     computing means.  Unless  specifically  agreed otherwise,  reports shall be
     delivered by e-mail.

d)   KOCKUMS may use or distribute whatever unrestricted information or material
     that SIGMA might supply  under the terms of this  Agreement in any way that
     KOCKUMS believes  appropriate.  KOCKUMS shall,  however,  ascertain that no
     obligations  are incurred on SIGMA in  connection  with such  dissemination
     activities.

2.2  Responsibilities of SIGMA

a)   SIGMA shall  identify and propose the type and scope of service  applicable
     for each request submitted to KOCKUMS.  The service type and scope shall be
     described in a service purchase order.

b)   SIGMA shall inform  KOCKUMS  about any  restrictions  in the use of advice,
     consultant  information or other material  provided under the terms of this
     Agreement.

                                       2
<PAGE>

c)   SIGMA shall inform  KOCKUMS  about any  restrictions  on the use of advice,
     consultant  information  or other  material  provided to KOCKUMS  under the
     terms of this Agreement.  SIGMA shall comply with any explicit  restriction
     on the use and  distribution of duly marked or graded material  supplied by
     KOCKUMS.

d)   SIGMA may use or distribute whatever  unrestricted  information or material
     that KOCKUMS might supply under the terms of this Agreement in any way that
     SIGMA  believes  appropriate.  SIGMA  shall,  however,  ascertain  that  no
     obligations are incurred on KOCKUMS in connection  with such  dissemination
     activities.

IT IS AGREED AS FOLLOWS REGARDING WORKING LOAD,  PRICES,  RATES AND, SETTLING OF
ACCOUNTS:

3.1  Working Load of KOCKUMS

SIGMA shall have access to KOCKUMS time according to agreement made on a case by
case. In the first stage of this co-operation KOCKUMS will have limited, but not
negligible resources and personnel available.

3.2  Working Load of SIGMA (contracting)

KOCKUMS shall have access to SIGMA's time for contracting work (defined in 1.3),
according  to  agreement  made on a case by  case.  In the  first  stage of this
co-operation SIGMA will have limited, but not negligible resources and personnel
available.

3.3  Prices & Rates for both parties

The following prices and rates shall apply for both parties:

a)   Consulting, and engineering services-     SEK 900,- per hour

b)   Contracting work                          According to quotation.

c)   Travel time:                              SEK 300,- per hour

d)   Allowance  (during  travels):  According  to  Swedish/Norwegian  government
     regulations

e)   Hotel accommodation, According to agreement/bill

All amounts are  exclusive  of any  applicable  government  taxes at the time of
invoicing, and are subject to change with a 3-month written notice in advance of
taking  effect.  Price  elements  of ongoing  service  orders are not subject to
change unless written notice is given 3 months in advance of taking effect.

3.4  Invoicing

The parties (KOCKUMS and SIGMA) shall invoice once a month.

3.4  Payment, Credit Times, and Currency

                                       3
<PAGE>

Both  parties  (KOCKUMS  and SIGMA) shall pay the other party (SIGMA or KOCKUMS)
the full  amounts due as per invoice  within  thirty (30) days after  receipt of
invoice at the party's offices, Payments shall be in SEK or NOK.

IT IS AGREED AS FOLLOWS REGARDING DURATION AND TERMINATION:
                                  -------------------------

4. 1 Effective Date

This Agreement shall be effective upon signature by both parties.

4.2  Duration

This  Agreement  shall  remain in force for a period  of three  (3)  years,  and
terminate thereafter, unless it is agreed in writing to renew the Agreement. Any
such  concord to renew the  Agreement  shall be reached no later than sixty (60)
days before the termination date.

4.3  Termination

Any one of the parties may terminate this Agreement on any  semi-anniversary  of
its Effective Date by written notice given at least ninety (90) days before such
an anniversary.

IT IS AGREED AS FOLLOWS REGARDING GENERAL TERMS:
                                          ------

5.1  Confidentiality

A party may not disclose the terms and  conditions of this  Agreement to a third
party  without the prior  written  approval  of the other  party.  However,  the
parties may disclose  the entire  Agreement on a  need-to-know  basis,  to their
accountants,   lawyers  or  financial  institutions.  As  concerns  the  general
obligations and responsibilities of consultant regarding confidentiality,  these
are governed by the rules set out in Attachment I to this Agreement.

5.2  Assignment and Delegation

None of the parties may sell,  transfer,  assign,  delegate,  or subcontract any
right or obligation under the terms of this Agreement, without the prior written
consent of the other party,

5.3  Litigation and Applicable Law

All disputes from the  interpretation or the execution of this Agreement and its
Attachments  that may arise  between  the  parties  shall in the first  place be
amicably  settled by and between the  parties.  If the parties  fail to amicably
settle such disputes, they shall be finally settled by arbitration in Copenhagen
under the rules of Conciliation and Arbitration of the International  Chamber of
Commerce. English law shall apply.

5.4  Force Majeure

A party shall not be held liable for any loss or damage which may be suffered by
the other  party,  as a  consequence  of a party being  delayed,  prevented,  or
hindered in the performance of the party's  obligations  under the terms of this
Agreement, due to circumstances beyond the control of the party.

                                       4
<PAGE>

5.5  Previous Agreements or Understandings

This Agreement shall overrule all prior agreements or understandings between the
parties concerning the matter of consulting  services,  and shall constitute the
complete  and  exclusive  agreement  between  the  parties.  Amendments  to  the
Agreement  shall be  effective  only if made in writing  and signed on behalf of
both parties by persons duly authorized to sign.

5.6  Formal Requirements Concerning Initiation of Work

Non of the parties shall initiate any work before there is agreement between the
parties concerning all aspects of an envisaged task. In general, this means that
any work shall be initiated  before the other party has  confirmed an order with
an order confirmation letter.

5.7  Signatures

Two (2) copies of this Agreement are signed and issued, one for each party.

Signed for and on behalf of SIGMA       Signed for and on behalf of KOCKUMS
Name:            Svein Hestevik         Name:          Christer Bratt
Title.,          CEO                    Title:         Project Manager Stirling
Date:            2000-11-14             Date:          2000-11-14


Signature: s/ Svein Hestevik                   Signature: s/ Christer Bratt



                                  Attachment 1

RULES FOR THE EXCHANGE OF PROPRIETARY INFORMATION

The parties

                            SIGMA Elektroteknisk A.S
AND
                                   Kockums AB

desire to provide a mechanism  and  capability  for the exchange of  Proprietary
Information (hereinafter referred to as "Information") concerning performance of
consulting and engineering services in the Fields of Expertise, AND THEREFORE

the  parties  do agree on the  following  rules  concerning  the  disclosure  of
information to third parties:

1    Definitions

a)   "Disclosing  Party" in relation to Information means such of the parties as
     shall be the giver of Information to the Receiving Party, e.g., an employee
     of the Receiving Party-

b)   "Receiving Party" in relation to Information  mean-, such of the parties as
     shall be in receipt of  Information  from the  Disclosing  Party,  e.g., an
     employee of the Disclosing Party.

2    Restrictions of Use

a)   The  Receiving  Party  undertakes  to keep  secret,  not to publish  nor to
     disclose  Information to any third party,  not to  disseminate  Information
     among its employees  otherwise than to the extent  required for the purpose
     herein stated.

                                       5
<PAGE>

b)   The  Receiving  Party  shall  use at  least  the  same  degree  of  care in
     protecting  Information  against  disclosure  to  any  third  party  as the
     Receiving Party exercises in protecting its own confidential information.

3    Property

Information  supplied remains the property of the Disclosing Party.  Information
is supplied on a lend basis only. The Receiving  Party shall return  Information
at any time upon request.

4    Exceptions

The  obligations  of the  Receiving  Party under the rules in this  Attachment I
shall not extend to Information that the Receiving Party can prove:

a)   is or becomes  publicly  known  through no wrongful act on its part;  b) is
     already  known to the  Receiving  Party at the  time of  disclosure;  c) is
     rightfully  received  by the  Receiving  Party from a third  party  without
     breach of the rules in this Attachment 1.

5    Reproductions

a)   Information supplied may not be reproduced,

b)   The  Receiving  Party  shall not  reproduce  Information  without the prior
     express  written  consent of the  Disclosing  Parry.  Such  consent  may be
     withdrawn  at any  time,  In the  event  that  consent  is  withdrawn,  the
     Receiving Party shall also return the copies of Information.

6    Conditions of Delivery

a)   Information is entrusted to the Receiving Party pursuant the regulations of
     the "Laws of Prohibiting Unfair Competition".

b)   The Receiving Party may use Information  solely for evaluation  purposes as
     provided or permitted by the Disclosing Party. In particular, the Receiving
     Party may not use Information for  manufacturing,  or having  manufactured,
     the products concerned for itself or for third parties.

7    Reserve of Rights

a)   The Disclosing  Party  reserves all rights and title,  national or foreign,
     including  copyrights,  in respect  of  supplied  Information,  at home and
     abroad,  also in the event of a patent being filed or a utility model being
     registered.

                                       6
<PAGE>

b)   Nothing  contained in the rules of this  Attachment I shall be construed as
     granting or  conferring  any rights of the  Disclosing  Party by license or
     otherwise,  expressly, implied, or otherwise, for any invention, discovery,
     or improvement made,  conceived or acquired prior to, or after, the date of
     the present Agreement.

8    Disclosure to Third Parties

     Unless  otherwise  provided in the rules of this Attachment 1,  Information
     and any copies  thereof may not be disclosed to third  parties  without the
     prior written  consent of the Disclosing  Party.  If the  Disclosing  Party
     consents in writing to  disclosure to a third party,  the  Receiving  Party
     shall,  prior to such  disclosure,  make it binding on that third  party to
     abide by the preceding rules in this Attachment 1.

9    Term

     The period of confidentiality  shall remain in full force and effect during
     the term of the present  Agreement and for a period of five (5) years after
     its, termination.