Exhibit 10.16

                             CO-OPERATION AGREEMENT

Helween

OrganiTech USA Inc.             hereinafter "the company"

and

Agronaut Pte Ltd.               hereinafter "the distributor"

on the day of our Lord August 27th, 2002 in Singapore

Whereas:        the parties had been cooperating for more than 2 years.

And whereas:    the parties desire to continue and extend their co-operation.

The parties herein agree as follows:

SALES AND MARKETING RIGHTS

1.    EXCLUSIVE RIGHTS

      Agronaut will be given exclusive rights to the following countries:
      Singapore, Malaysia, Thailand, Indonesia, Brunei, The Philippines, Vietnam
      Laos, Myanmar, Kampuchea, East Timor, Korea and Taiwan. Rights for
      Singapore will be valid for ten (10) years and the rest of the countries
      six (6) years. Non-exclusive rights in the rest of Asia.

      Agronaut is committed to sell Organitech's machines/systems to the
      countries with exclusive rights, for at least 6% of the total world-wide
      sales by Organi-Tech to retain exclusivity.

      The price of the machines/systems from the Company to the Distributor will
      be determined by the Company on a case-to-case basis. The distributor can
      determine selling price to the customer. Both parties agree to hold in
      strictest confidence all prices quoted to the distributor by the company.

      NON-EXCLUSIVE RIGHTS - OTHER ASIAN COUNTRIES

      Within a three years period from the signing of this agreement the company
      cannot appoint any other distributor/s, except Agronaut, as the sole agent
      for the non-exclusive territory with compensation to Agronaut. The company
      and the distributor will agree on the

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      compensation jointly. In case an agreement on this matter could not be
      reached, both parties will abide by the division of a jointly approved
      arbitrator.

      The price of the machines/systems from the Company to the Distributor will
      be determined by the Company on a case-to-case basis. The distributor can
      determine selling price to the customer. Both parties agree to hold in
      strictest confidence all prices quoted to the distributor by the company.

3.    Option to purchase machines at cost

      Agronaut has the option for eight months upon the signing of this
      agreement, to purchase up to twenty (20) machines at cost if Agronaut
      could sell during the same period the same number of machines to customers
      with provision that Organitech USA Inc completes full upgrading of both
      Beta machines within two months of the signing of this agreement. At the
      end of said eight months, Agronaut may request for an extension to the
      option to purchase the said 20 machines at cost subject to the agreement
      of Organitech USA Inc.

4.    INVESTMENT AGREEMENT

      For the marketing and distribution efforts to be made by Agronaut during
      the next year and evaluated by the parties at US$800,000, Agronaut will
      be issued 800,000 Organi-Tech USA shares. The shares will be issued within
      30 days upon the signing of the contract and be placed in escrow to be
      transferred to Agronaut evenly every quarter conditioned to the full
      execution of this contract, non-execution of clause 5 notwithstanding.

5.    Special Option

      Agronaut has for two weeks from the signing of this agreement an option
      to purchase 3 machines at US$100,000 each. If Agronaut execute this
      option, the Company will issue an extra 300,000 shares on top of the
      800,000 given for the marketing effort as mentioned in clause 4 above.

6.    Both parties will continue with the execution of the beta-site program as
      agreed in the beta-site co-operation agreement.

7.    A Securities Purchese Agreement pertaining to clause 4 (and clause 5 if
      relevant) will be drafted within 3 weeks of the signing of this
      agreement.

8.    The clauses enclosed herein constitute the full agreement between the
      parties.


      /s/ P. Hessel                                     /s/
      --------------------------                        ------------------------
      For Organitech USA Inc                            For Agronaut Pte Ltd