EXHIBIT 10.41

                              ACQUISITION AGREEMENT

This Acquisition Agreement (the "Agreement") is made and entered into as of this
_______ day of February, 2003, by and between VIRTUAL TECHNOLOGIES AUSTRALIA PTY
LTD, an Australian corporation, with its principal offices located at 13 Malcolm
Court,  Mt.  Waverly,  Victoria  3149,  Australia,  hereinafter  referred  to as
"Buyer", and DOMINION CAPITAL PTY, LTD., or assigns, an Australian  corporation,
with its principal  offices located at 13 Malcolm Court,  Mt. Waverly,  Victoria
3149, Australia, hereinafter referred to as "Seller."

                                    RECITALS

WHEREAS, Seller owns the sales, distribution, marketing and manufacturing rights
worldwide to the product, SP34E, SP22E-A,  SP22E-B and SP22E-C,  refrigerant gas
products, hereinafter referred to as the Products.

WHEREAS, Buyer acquired from Seller the exclusive sales, distribution, marketing
and manufacturing rights to SP34E,  encompassing the Australian market, pursuant
to an agreement between Seller and Buyer dated __________,  1996 attached hereto
as Appendix 1.

WHEREAS,  Seller and Buyer desire to amend the  agreement,  dated  ____________,
1996 to extend the territory  therein defined,  to a worldwide  exclusive sales,
distribution,  marketing and  manufacturing  right to all the  Products,  on the
terms and subject to the conditions set forth in this Agreement.

                                    AGREEMENT

NOW  THEREFORE,  in  consideration  of  the  Recitals  and  the  conditions  and
representations hereinafter set forth, the parties agree as follows:

1.   SELLER hereby agrees to deliver the  exclusive  world sales,  distribution,
     marketing and manufacturing rights for the Products.

2.   BUYER hereby  agrees to purchase the exclusive  world sales,  distribution,
     marketing and manufacturing rights to the Products. For these rights, Buyer
     agrees to (SPECIFY CONSIDERATION).

3.   Term of Contract - The term of this  Agreement  shall be twenty (20) years,
     and the Buyer  shall have the option to renew the  Agreement  for a further
     twenty (20)  years.  This  Agreement  shall be in force upon the signing of
     this  Agreement  by Buyer and by Seller,  and can only be canceled for good
     cause by notice in writing,  by either party, with a ninety (90) day notice
     of cancellation.  The compensation  obligations of Buyer and Seller arising
     under this Agreement shall survive termination of this Agreement.

4.   Confidential Information

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     A.     Confidential  Information  shall mean all  information  relating  to
            Seller's  business  provided  by Seller to Buyer and  identified  in
            writing as  confidential at the time or within fifteen (15) days, of
            the  disclosure.  Confidential  Information  does  not  include  any
            material or  information of Seller that has been or may hereafter be
            acquired by Buyer from any third  person not under binder of secrecy
            to Seller,  which is made public by Seller, or which is otherwise in
            the public domain.

     B.     Buyer  shall  not  in  any  manner   communicate  the   Confidential
            Information  of Seller to any third party without  Seller's  written
            consent. Buyer shall not use the Confidential Information except for
            the purpose of providing  services for the benefit of Seller.  Buyer
            shall treat the Confidential Information with at least the same care
            in which Buyer uses in the  protection  of Buyer's  own  proprietary
            information.

5.   Independent  Parties - Buyer and Seller are independent parties and nothing
     contained  herein shall be construed to mean  otherwise.  Any  incidence of
     agency of other  relationship  shall be specifically  outlined and attached
     hereto.  Seller  is not  an  employee  or  officer  of  Buyer  and  further
     indemnifies  Buyer  against  any  claim  by any  Federal  or  State  Agency
     regarding the payment or withholding of employment related taxes on fees or
     commissions paid by Buyer in accordance with this Agreement.

6.   Requisite  Authority  - Each party  represents  to the other party that all
     necessary  corporate and/or such other approvals and authorizations  needed
     to make this Agreement  enforceable  have been obtained by the undersigned.
     Each  party  will  provide  the other  with  documentation  regarding  such
     approvals and  authorizations  within fifteen (15) days upon request by the
     other party.

7.   Liability/Indemnification   -   Seller/Buyer   shall  in  no  way  be  held
     responsible  or  liable  to   Seller/Buyer  or  any  other  party  for  the
     performance of  Seller/Buyer or the failure of Seller/Buyer in any capacity
     whatsoever  in  which  the  Seller/Buyer  operates,  including  any and all
     contracts  which  Seller/Buyer  may have with other  parties.  Seller/Buyer
     shall defend and hold harmless  Seller/Buyer against any and all liability,
     claim or demand on account of property loss or damage or others arising out
     of or in any  manner  connected  with the  performance  of this  Agreement,
     whether such injury,  loss, or damage shall be caused by the  negligence of
     Seller/Buyer,  its employees,  or any other party for whom  Seller/Buyer is
     responsible, and Seller/Buyer, at its own expense, shall defend any and all
     actions based thereon and shall pay all  attorney's  fees and all costs and
     all other expenses arising therefrom; provided however, that this indemnity
     shall not cover any liability for damages  caused by or resulting  from any
     negligence of Seller/Buyer, his representatives, employees, or agents.

8.   No Assignment - Neither party shall assign this  Agreement or any rights or
     obligations  under this Agreement  without the prior written consent of the
     other party. Subject to the foregoing,  this Agreement shall bind and inure
     to the benefit of the respective  parties hereto and their heirs,  personal
     representatives, successors and assigns.

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9.   Amendment or  Modification  - This Agreement may be amended or modified by,
     and only by, a written instrument executed by all signing parties.

10.  Non-waiver  - The  waiver of one  breach  or  default  hereunder  shall not
     constitute the waiver of any subsequent breach or default.

11.  Severability  - In the event any one or more  provisions of this  Agreement
     are determined to be invalid or unenforceable, such provision or provisions
     shall be deemed  severable  from the remainder of this  Agreement and shall
     not cause the invalidity of the remainder of this Agreement.

12.  Governing  Law - This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of Victoria.

13.  Currency - All dollar figures are represented in Australian Dollars.

14.  Arbitration  - Any  controversy,  claim  or  dispute  between  the  parties
     directly or indirectly  concerning this Agreement or the breach thereof, or
     the subject matter  hereof,  including  questions  concerning the scope and
     applicability  of this  arbitration  clause,  shall be  finally  settled by
     arbitration  in  Scottsdale,  Arizona  in  accordance  with the rules  then
     pertaining  to  the  American   Arbitration   Association  with  regard  to
     commercial arbitration.

15.  Entire Agreement.  This Agreement and the Exhibits hereto, as signed by the
     parties,  sets forth the entire Agreement and  understanding of the parties
     and merges all prior  discussions and writings  between them with regard to
     the services to be provided under this Agreement.

The parties have executed this Agreement as of the date first set forth above.

VIRTUAL TECHNOLGIES                      DOMINION CAPITAL PTY LTD
AUSTRALIA PTY LTD.                       OR ASSIGNS


By: /s/ Les Woolridge                    By: /s/ Peter D. Voss
   --------------------------------         -----------------------------------
   Les Woolridge,                           Peter D. Voss, Chairman
   Managing Director                        Chairman & Managing Director

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