EXHIBIT 10.40

                                    AGREEMENT

This Agreement is made on the 20th day of August, 2002.

BETWEEN THE PARTIES

A-GAS  (AUSTRALIA)  PTY LTD  ("A-Gas")  (ABN 18 066 273  247)  whose  registered
address is 9-11 Oxford Road, Laverton North Victoria 3026.

AND

VIRTUAL  TECHNOLOGIES  (AUSTRALIA)  PTY LTD ("VTPL")  (ABN 17 078 419 646) whose
registered address is 13 Malcolm Court Mount Waverley Victoria 3149.

WHEREAS:

A.   VTPL has intellectual  property and product  information (the  Information)
     and is licensed  to  manufacture  the  specialty  refrigerant  gas known as
     SOLPOWER - SP34e (the Product).

B.   A-Gas has storage,  blending and packaging  facilities for CFC  replacement
     products, used as refrigerants, located at 9 -11 Oxford Road Laverton North
     Victoria (the Laverton Premises)

C.   VTPL  has  existing  blending  and  decanting  equipment  (the  Plant)  and
     cylinders (the Bulk Cylinders) for use in the manufacture and  distribution
     of the Product.

D.   VTPL wishes to lease the Plant to A-Gas and to  relocate  the Plant and the
     Cylinders to the Laverton Premises.

E.   A-Gas  wishes to  manufacture,  package,  distribute  and sell the  Product
     exclusively into the Heatcraft Group, on behalf of VTPL, and to manufacture
     and package the Product for VTPL to distribute to customers  independent to
     the Heatcraft Group.

THE PARTIES HAVE AGREED TERMS AND CONDITIONS AS FOLLOWS:

     GENERAL

     1.1    VTPL warrants that it is the holder of a license to manufacture  and
            distribute  the Product  and is allowed  under its license to assign
            such  intellectual  property  to A-Gas  for the  manufacture  of the
            Product.

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     1.2    VTPL  will  provide  A-Gas  with  all  the   necessary   Information
            including,  but not limited to, formulation and production protocols
            and procedures to allow A-Gas to  manufacture  the Product to VTPL's
            specification.  A-Gas  undertakes to ensure that all the Information
            provided by VTPL remains  confidential  and A-Gas further  agrees to
            ensure that at all times during and after the term of this agreement
            that the Information remains protected.

     1.3    VTPL appoints A-Gas as the sole  manufacturer and distributor of the
            Product for  Australia  and New Zealand with effect from the date of
            this Agreement (the Commencement Date).

     1.4    VTPL agrees to be bound by the A-Gas "Terms and  Conditions of Sale"
            as amended  from time to time by A-Gas,  a copy of which is attached
            in Appendix 1, (the A-Gas Terms and Conditions). In the event of any
            inconsistency  between  the  terms of this  Agreement  and the A-Gas
            Terms and Conditions, this Agreement takes precedence.

     DURATION

     2.1    Subject  to  Clause  9,  this   Agreement   shall  commence  on  the
            Commencement  Date and will  continue for a period of five (5) years
            thereafter (the Initial Period)

     2.2    The Agreement will be  automatically  renewed for further periods of
            three (3) years (the Renewal  Periods),  unless terminated by either
            one of the  Parties  giving  not  less  than 12  months  notice,  in
            writing,  of  termination  prior to the  commencement  of a  Renewal
            Period or as a result of Clause 9.

     PRODUCT

     3.1    The Information supplied and assigned under this Agreement,  are the
            processes,  procedures and protocols associated with the manufacture
            of the Product, as detailed in Appendix 2.

     3.2    Under  this  agreement  A-Gas  warrants  that at all  times  it will
            manufacture  and record  thee  details of each batch of the  Product
            manufactured  at the Laverton  Premises,  in strict  accordance with
            only the  processes,  procedures  and protocols  provided by VTPL as
            detailed in Appendix 2.

     3.3    A-Gas accepts that the Product is well established in the Australian
            and New Zealand  refrigeration  industry  markets,  and will use its
            best  endeavors  to maintain the  reputation  of the Product and the
            associated   brand  name   SOLPOWER  -  SP34E  and  to  advise  VTPL
            immediately there is any threat to this in anyway whatsoever.

     3.4    A-Gas  agrees to  supply  the  Product  from time to time to VTPL in
            cylinders  supplied  directly  by  VTPL,  or in  cylinders  supplied
            indirectly by its customers, for use outside of the Heatcraft Group,
            subject  to  these  cylinders  being  compliant  with  all  relevant
            Australian statutory standards and regulations.

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     3.5    A-Gas agrees to supply the Product to VTPL in cylinders suitable for
            export to New  Zealand.  These  cylinders  will be supplied by VTPL,
            except where  affiliates  within the Heatcraft  Group in New Zealand
            require the Product in  cylinders  with a capacity of 400KG or more,
            or in smaller refillable cylinders.

     3.6    Additional products may be added to this Agreement as agreed by both
            parties from time to time.

     PLANT

     4.1    The Plant and Bulk Cylinders and all other associated equipment,  as
            detailed in Appendix 3, remain the property of VTPL.

     4.2    VTPL  warrants  that it is the  owner  of the  Plant  and  the  Bulk
            Cylinders and all other associated equipment all of which is fit for
            its  intended  purpose   including   complying  with  all  statutory
            requirements and regulations.

     4.3    The Plant is to be located at the  Laverton  Premises  as soon as is
            practical but no later than 60 days following the Commencement Date.

     4.4    The relocation of the Plant will be to VTPL's account.

     4.5    A-Gas  will  use  its  best  endeavors  to take  care of the  Plant,
            including   performing  general   maintenance  as  required  in  the
            day-to-day use of the Plant.

     4.6    Regular  preventative  maintenance  of the Plant to  ensure  correct
            on-going  performance and compliance with relevant safety  standards
            will be the responsibility of A-Gas.

     4.7    Replacement of items of Plant  required to ensure  correct  on-going
            operation  will be paid by VTPL,  subject  to all costs for  repairs
            being   quoted  and  agreed  by  VTPL  in  writing,   prior  to  the
            commencement of any work on the Plant.

     4.8    The cost of repairs due to damage to the Plant caused by misuse,  or
            accident of any kind, will be the responsibility of A-Gas.

     4.9    A-Gas will be  responsible  for insuring the Plant against  standard
            risks of fire and other forms of damage, to the "agreed  replacement
            value" of $150,000-00, as detailed in Appendix 4.

     FEES

     5.1    A-Gas will pay VTPL a Royalty Fee on all sales of the Product to the
            Heatcraft Group.

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     5.2    The Royalty Fee from the Commencement Date is set at $4.75/kg and is
            based on the current  selling price for the Product to the Heatcraft
            Group of $18.00/kg (the Bulk Selling Price).

     5.3    A-Gas  agrees to verify  and  confirm  the  sales  volumes  into the
            Heatcraft  Group  by  independent  audit  and  confirmation  by  the
            Heatcraft Group.

     5.4    A-Gas will notify VTPL, in writing, of the volume of Product sold to
            the Heatcraft Group in a given month,  within seven (7) working days
            from the end of that  month  and will pay the  Royalty  Fee no later
            than 37 days from month end of invoicing.

     5.5    All  Product  sold  directly  to VTPL  will be  invoiced  FIS to the
            designated  delivery point within Australia,  at $13.25/kg (the Bulk
            Manufacturing Price) from the Commencement Date.

     5.6    No Royalty Fee is payable on Product sold directly to VTPL.

     5.7    A-Gas  recognize that within the Bulk  Manufacturing  Price VTPL are
            contributing $0.25/KG to A-Gas toward the cost of supplying suitably
            trained and  knowledgeable  technical  and sales  representation  to
            develop sales and  technically  support the Product in the Heatcraft
            Group, on an on-going basis.

     5.8    VTPL agree to make a further contribution of $0.25/KG to A-Gas, on a
            pro-rata basis,  where sales of the Product into the Heatcraft Group
            exceed 100,000KG in any Fiscal Year (July 1 to June 30).

     5.9    VTPL,  at  its  discretion,  may  make  a  further  contribution  of
            $0.25/KG,  on a "matched  dollar for dollar"  basis with  A-Gas,  to
            support mutually agreed marketing and sales  initiatives put forward
            by  A-Gas  from  time to time to  promote  the  Product  within  the
            Heatcraft Group.

     5.10   In return for the use of the Plant,  A-Gas  agrees to pay VTPL a fee
            (Lease Fee) of $1.00 pa.

     PRICING, FORECASTS AND REVIEWS

     6.1    A-Gas will purchase all raw materials  required to  manufacture  the
            Product and will maintain the current price of the major ingredient,
            R134a,  at $9.45/KG  until  December 31, 2002.  Any price  movement,
            either a reduction  or increase,  in the price of R134a,  after that
            period will be reflected in the Bulk Manufacturing Price and Royalty
            Fee.

     6.2    The Parties agree to meet not less than quarterly,  in May,  August,
            November and February to review,  in good faith, the Royalty Fee and
            the Bulk  Manufacturing  Price,  taking into  account  raw  material
            costs,  FX movement,  labour  costs for the  Product,  and all other
            Government and Industry charges (AFC levy, RRA levy etc.).

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     6.3    In the event that:

          *    The review is not agreed; and

          *    VTPL provides a written quote from another source with sufficient
               detail  to  evidence  that  it is  able  to  purchase  the  major
               ingredient R134a of comparable quantity and quality for a minimum
               period of three months; and

          *    that other  source is able to supply the R134a for a quoted price
               of at least 10% less  than the  current  A-Gas  price on the same
               terms and  conditions;  then A-Gas shall at its option reduce the
               price of the R134a to match  the  quoted  price or allow  VTPL to
               purchase R134a outside of this Agreement for such a period as the
               condition persists.

     6.4    VTPL  will  provide  A-Gas  with  a six  (6)  month  sales  forecast
            detailing  the  rolled  quantities  of the  Product  expected  to be
            required by VTPL. Such forecasts shall be used by A-Gas for planning
            purposes  only and shall not be  considered  in any way binding upon
            VTPL.

     6.5    The  Parties  agree  to meet  not  less  than  bi-monthly,  and more
            frequently if required,  to review and discuss sales results,  sales
            trends,  market trends,  and all other relevant business relating to
            the Product and the Plant.

     6.6    It is agreed all prices  quoted are in A$ and are  exclusive  of GST
            and other Government and Industry charges

     PAYMENT TERMS

     7.1    All  invoices for Product will be payable 30 days after end of month
            statement, unless otherwise agreed in writing. The Lease Fee will be
            paid on each  anniversary of the  Commencement  Date and the Royalty
            Fee will be  payable  by A-Gas to VTPL 37 days  after  month  end of
            invoicing of the Product.

     CYLINDERS

     8.1    All  Cylinders  supplied and owned by A-Gas for the packaging of the
            Product,  for  distribution  into the  Heatcraft  Group,  remain the
            property  and  responsibility  of A-Gas at all  times.  Should  VTPL
            require the Product in A-Gas Cylinders,  for whatever  reason,  VTPL
            agrees to pay the A-Gas Cylinder Service Charges including all costs
            for lost or damaged Cylinders in accordance with Appendix 5.

     8.2    In the event of termination of this Agreement,  for whatever reason,
            VTPL are  responsible  for  returning  all A-Gas  Cylinders to A-Gas
            within three (3) months of the  termination  date. In the event that
            Cylinders are not returned within that period,  VTPL agree to pay to

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            A-Gas the full replacement costs for those Cylinders not returned as
            detailed in Appendix 5.

     8.3    A-Gas  acknowledge  that  VTPL  have  supplied  a  quantity  of Bulk
            Cylinders of 400KG and 800KG  capacity,  complete with copies of the
            Manufacturer's  Data Reports.  (See  Appendix 3 for details).  These
            cylinders are to be used  exclusively  for the supply of the Product
            direct to VTPL,  for  distribution  to customers  independent of the
            Heatcraft Group.  These VTPL cylinders will be generally  maintained
            by A-Gas for this exclusive purpose and will be stored,  flushed and
            vacuumed by A-Gas at the Laverton  Premises  before each  refilling.
            These tanks will always remain the property of VTPL.

     8.4    VTPL will remain solely  responsible  for the whereabouts and return
            of their  Bulk  Cylinders  and will be  responsible  for their  Bulk
            Cylinders  being  compliant with all relevant  Australian  statutory
            standards and  regulations as well as all costs  associated with any
            repairs required from time to time.

     TERMINATION

     9.1    Either Party may terminate this  Agreement with immediate  effect by
            giving notice to the other party if:

          *    that other party  breaches any  provision of this  Agreement  and
               fails to remedy the breach within 30 days after receiving notice,
               in writing, requiring them to do so.

          *    that other party breaches a material  provision of this Agreement
               where that breach is not capable of remedy; or

          *    any event referred to below happens to the other party.

     9.2    Each party must notify the other party immediately if:

          *    that  party  disposes  of  the  whole  or  part  of  its  assets,
               operations  or  business  other  than in the  ordinary  course of
               business;

          *    that party ceases to carry on business;

          *    that party ceases to be able to pay its debts as they become due;
               any step is taken by a mortgagee to take possession or dispose of
               the whole or part of that party's assets, operations or business;
               or

          *    any  step is taken to enter  into any  arrangement  between  that
               party and its creditors;

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          *    any step is taken to appoint a receiver, a reviver and manager, a
               trustee in bankruptcy, a provisional liquidator, a liquidator. An
               administrator  or other like  person of the whole of part of that
               party's assets, operations or business.

     9.3    Termination if this Agreement  under this clause does not affect any
            accrued rights or remedies of either party

     CONFIDENTIALITY

     10.1   All  information  of a proprietary  nature,  excluding that which is
            public knowledge at the Commencement Date, disclosed by one party to
            the other during the term of this  Agreement  shall be considered as
            confidential  and shall not be  disclosed  to any party  outside the
            field  of this  Agreement.  This  includes  all  secrets,  know-how,
            technical or commercial  data,  discoveries and methods  provided by
            one party to the other for the  performance  of this  Agreement  and
            covers  individuals as well as corporate  entities  associated  with
            either party.

     NOTICES

     11.1   All  written  notices  in  connection  with  this  Agreement  may be
            addressed:

                  In the case of A-Gas to:

                  A-Gas (Australia) Pty Ltd
                  9-11 Oxford Road
                  Laverton North VIC 3026
                  Attn: Mr Scott Miller

                  In the case of VTPL

                  Virtual Technologies (Australia) Pty Ltd
                  PO Box 3052
                  Moorabbin East, VIC 3189
                  Attn: Mr Les Woolridge

     ENTIRE CONTRACT

     12.1   This Agreement,  and the appendices hereto, contains all the express
            provisions  agreed on by the  Parties  with  regard  to the  subject
            matter of this  Agreement and the Parties waive the right to rely on
            any alleged express  provision not contained in the Agreement or the
            appendices hereto.

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     NO REPRESENTATIONS

     13.1   Neither  Party  may  rely  on any  representation,  which  allegedly
            induced  that  party  to  enter  into  this  Agreement,  unless  the
            representation is recorded in this Agreement or appendices hereto.

     ASSIGNMENT

     14.1   Neither  party may  assign its rights or  delegate  its  obligations
            without the prior  written  consent of the other party,  which shall
            not be unreasonably be withheld or delayed.

15.  APPLICABLE LAW

     15.1   This Agreement  shall be interpreted  and  implemented in accordance
            with the laws of the State of  Victoria,  Australia  and any dispute
            shall be referred to the  exclusive  jurisdiction  of the  Victorian
            Courts.

EXECUTED AS AN AGREEMENT

Signed for and on behalf of                 )
A-GAS (AUSTRALIA) PTY LTD                   )  /s/
the presence of                             )  ---------------------------------
                                               Signature

                                               ---------------------------------
                                               Title

---------------------------------              ---------------------------------
Witness                                        Date

Signed for and on behalf of                 )
VIRTUAL TECHNOLOGIES (AUSTRALIA) PTY LTD.   )  /s/
In the presence of                          )  ---------------------------------
                                               Signature

                                               ---------------------------------
                                               Title

---------------------------------              ---------------------------------
Witness                                        Date

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