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                                                                   EXHIBIT 10.04

OEM AGREEMENT


This agreement effective this _______day of_______ 19________ is by and between
FHP MANUFACTURING DIVISION of Harrow Products, Inc. (FHP) with its principal
place of business at 601 N.W. 65th Court, Fort Lauderdale, Florida 33309
and_________________________________ having its principal place of business at
_______________ in the State of _____________.

WHEREAS, FHP manufactures and sells certain equipment known as Water Source Heat
Pump Units and Accessories (Equipment) and is willing to sell the Equipment
to_____________ for the purpose of resale; and ________________is willing to
purchase the Equipment for the purpose of resale to its customers; the parties
agree as follows:

         1. Agreement to Sell. _______________________agrees to purchase from
FHP, and FHP agrees to sell the Equipment described in Exhibit A, attached
hereto.

         2. Price. Prices to be paid to FHP are set forth in Exhibit A hereto.
The prices for the Equipment shall be firm for a period of three (3) months. FHP
may increase the prices upon sixty (60) days written notice to

         3. Orders and Scheduling. All orders with immediate release for
production and shipment shall be forwarded to FHP with the required shipping
date adequately noted. All orders shall be subject to the provisions of this
Agreement and no conflicting or additional terms or conditions shall apply.

         4. Payment and Shipping. All Equipment shall be shipped F.O.B. factory,
freight prepaid to destination as stated in order, and FHP's delivery to the
carrier shall be deemed delivery to ________________. After shipment, FHP shall
send its invoices for Equipment and for the prepaid freight to ________________,
stating the total purchase price of the Equipment shipped, and any sales, use or
excise tax applicable to the sale. Each invoice shall be paid to FHP on, or
before the l5th day of the month following, for the previous month's shipments.

         5. Warranty and Indemnity. FHP warrants that the Equipment shall be
free from defects in material and workmanship under normal use and service for a
period of one (I) year. The effective date of this warranty shall be the
completion of installation

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of Equipment or sixty (60) days from the actual shipment of the Equipment from
the factory, whichever is earlier. The warranty does not include the air filter.

The warranty obligates FHP to replace, free of charge, any part or parts that
show evidence of being defective in material and workmanship and are deemed so
defective by authorized personnel of FHP. The part must be returned for
replacement with the proper information as required. FHP assumes no obligation
for labor required to replace the defective part or parts nor for freight or
postage required to return or to secure the part. Warranty does not include
breakage or rupture of water tubing and/or water condenser coil when subjected
to freezing temperatures. The warranty is a limited warranty, parts only. This
warranty is in lieu of any other warranties, express or implied, including any
implied or merchantability or fitness for particular purpose.

FHP agrees to hold harmless ____________, its agents, officers, directors, and
employees from and against any claims, demands, expenses, or suits which may be
brought against any of the indemnified parties hereunder for personal injury or
death, or damage to tangible property other than the Equipment, resulting from
FHP's defective design or manufacture of the Equipment.

         6. Product Changes. FHP reserves the right from time to time, at its
discretion, to change, modify or discontinue production or delivery of the
Equipment. FHP shall give _______________ written notice of any product change,
modification or discontinue of production of Equipment at least ninety (90) days
in advance of such action.

         7. Trademarks. ______________________ shall not use any trademarks or
tradenames owned by FHP in connection with the resale of Equipment

         8. Inability to Perform. FHP shall be excused from any delay or failure
in performance hereunder caused by labor disputes, governmental requirements,
Acts of God, inability to secure materials or transportation facilities, and
other causes beyond FHP's control. If any such cause should continue for more
than ninety (90) days, ________________________________ shall have the right,
upon written notice to FHP, to terminate this agreement.

         9. Nature of this Agreement Nothing in this agreement shall restrict
FHP's right to sell Equipment to others.

         10. Termination. This agreement may be terminated by either party
without cause upon sixty (60) days' written notice to the other party. Upon
termination of this agreement, both parties shall fulfill all outstanding
obligations incurred prior to the date of termination.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.

Date:                                    By:
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                                         FHP MANUFACTURING DIVISION,
                                         Harrow Products, Inc.

Date:                                    By:
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