EXHIBIT 10.2

                            AGREEMENT

This agreement is made the ____ day of February, 2001 between
Hydro Environmental Resources, Inc. of Oklahoma in the United
States of America hereinafter called (HERI) AND Orini Limber
Processors Limited of Orini Rd Orini New Zealand, hereinafter
(OR).
WHEREAS (HERI) has developed a system (ECHFR) that can produce
energy from seawater, contaminated water, or sewage and which can
be used economically to provide such energy.
AND WHEREAS the system is suitable for the production of energy
to drive steam generators as used in the limber processing
industry.
AND WHEREAS (OR) has a need to supply steam and/or hot water to
its plant used in its lumber processing business sufficient to
generate 10 mega watts of steam and/or hot water 24/7.
AND WHEREAS (HERI) and (OR) wish to enter into an agreement for
the erection of a system which is safe, economical and efficient
to produce and supply the energy requirements set out above.

NOW THIS AGREEMENT WITNESSES AS FOLLOWS:

1.   (HERI) and (OR) do hereby agree to enter into this contract
     for the construction and development of an ECHFR plant for
     production of energy suitable for the purposes required by (OR)
     as set herein.
2.   The cost of the supply of and installation of the ECHFR
     plant shall be $1,500,000.00 US this sum shall be paid as set out
     hereinafter.
3.   (OR) shall supply (HERI) with the engineering details of the
     land on which the facility will be erected and details of the
     plant for which the energy is required within a reasonable time
     of request from (HERI).
4.   (HERI) shall design and erect the facility within 12 months
     of the receipt of advice from (OR) that it has been satisfied of
     the matters hereinafter set out.
5.   The energy supplied shall be reticulated to the existing
     plant of (OR) and (HERI) will satisfy itself of their type
     construction and design, and design a system suitable for
     integral use with this equipment.
6.   (HERI) will produce and develop the system suitable for the
     production of fuel from either seawater, contaminated water or
     sewage, as (OR) shall advise.
7.   (HERI) shall satisfy (OR) that the system is economical and
     financially viable and satisfactory for long term use for the
     purpose it is designed for.
8.   (HERI) shall satisfy (OR) that the system is safe and has no
     hazardous or injurious side effects to the ecology or to the
     environment and any by-products are capable of being disposed of
     cheaply and efficiently and there is no unsatisfactory risk to
     the staff operating the system.
9.   (HERI) shall produce sufficient evidence for (OR) to make
     its assessment of the matters in clauses 7 & 8 within 3 months
     from the date hereof in default of which (OR) may at its option
     cancel this agreement.
10.  (OR) shall be entitled to use its own scientific and
     engineering advisors, in assessing the matters and (OR) shall be
     the sole arbiter of the suitability of the matters set out in
     clauses 7 & 8.
11.  When (HERI) has satisfied (OR) of the matters set out in
     clauses 7 & 8 hereof then (OR) shall pay a deposit of 25% of the
     purchase price and the balance of the purchase price on the
     successful installation and operation of the system.
12.  (HERI) will supply full training for the operators employed
     by (OR) and will from time to time and at all times give (OR)
     such information on the operation of the system and any safety
     information as (OR) may require and as is necessary.
13.  (OR) acknowledges that any of the technology of (HERI) that
     is the subject of a patent or patent application is the sole
     property of and shall always remain the property of (HERI).
14.  (OR) acknowledges that any intellectual property associated
     with the systems of (HERI) is also the property of (HERI) and
     shall also always remain its property.
15.  (OR) agrees not to copy, use or disclose to any person any
     of the information relating to the technologies or intellectual
     property of (HERI) which may come to its knowledge.
16.  (OR) agrees not to compete with (HERI) in any way with any
     of the systems of (HERI) at any time after the signing of this
     agreement as a result of information or product knowledge which
     may come to the knowledge of (OR) as a result of being associated
     with (HERI) and agrees not to infringe the patents of (HERI) in
     any way.
17.  (OR) shall apply for all necessary licenses and permits
     required by the laws of New Zealand and if the installation and
     operation of the system is not allowed then this agreement shall
     be null and void, and neither party shall have any rights against
     the other.
18.  All references to money shall be in U.S. dollars.
19.  The parties agree that the laws governing this agreement
     shall be the laws of New Zealand and the parties do hereby submit
     to the jurisdiction of that law.
20.  All information, notices and documents for service by one
     party on the other shall be sufficiently served if served by
     e-mail at the e-mail addresses noted below.
21.  Each party agrees to notify the other within a reasonable
     time if their e-mail address should change.
22.  Time shall be in all instances be the essence of the
     agreement.

            (HERI) e-mail address:  hydrogen@lvcm.com
            (OR) e-mail address:    gtoltd1@hotmail.com


  Signed by the parties

  /s/ Unintelligible                      /s/ Jack H. Wynn
  (OR)                                    (HERI)