EMPLOYMENT AGREEMENT            10.2


     THIS EMPLOYMENT AGREEMENT ("Agreement")  is  made  as of the 18th day of
September,  2000,  by and between Thomas W. Smith ("Employee")  and  Americas
Power Partners, Inc., a Colorado corporation (the "Company").

                                  RECITALS

     A.   The Company  is  engaged in the business of developing, owning, and
          operating power plant systems including steam, electric, compressed
          air,  chilled  water   and   condensate   return,  for  industrial,
          institutional and commercial clients primarily  in  North  America.
          The  Company  expects  to expand its business lines internationally
          during the term of the contract.

     B.   The  Company and Employee  are  parties  to  a  certain  Employment
          Agreement  dated  as  of May 1, 1999 (the "Initial Agreement"). The
          Company agrees to employ  Employee  on  the  terms  and  conditions
          provided herein, such that the Initial Agreement is superseded  and
          canceled.

     C.   The  Company  has  expanded  the  Board of Directors, has appointed
          Employee  as a member of the expanded  Board,  and  has  agreed  to
          nominate Employee  to  the  Board  of Directors at the first annual
          meeting  held following the execution  of  this  Agreement.   As  a
          director or  officer,  the  Employee  will  receive  Directors  and
          Officers liability insurance.

     D.   The  parties consider it to be mutually advantageous to restate the
          employment  contract  under  the  terms  and  conditions  specified
          herein.

     E.   In  the  course  of such employment, Employee may utilize and  have
          access to confidential  information,  pricing lists, customer lists
          and other proprietary assets of the Company.

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     F.   To  protect  the  Company's  legitimate  business   interests   and
          investments, Employee will agree not to compete with the Company or
          to  solicit  the  Company's  customers after the termination of his
          employment with the Company, as is more fully set forth below.

                                   CLAUSES

     NOW, THEREFORE, for and in consideration  of  the  premises  and  mutual
covenants  herein  set  forth  and other good and valuable consideration, the
receipt and sufficiency of which  are  hereby acknowledged, the parties agree
as follows:

     1.   EMPLOYMENT.   The Company shall employ the Employee as President of
the  Company  during the term hereof and the  Employee  hereby  accepts  such
employment, upon the terms and conditions hereinafter set forth.

     2.   TERM.    The  term of employment commenced on May 1, 1999, pursuant
to the terms of the Initial  Agreement.   The  initial term of this Agreement
shall commence on the date of execution of this  Agreement (the "Commencement
Date") and shall terminate on the third anniversary of the Commencement Date,
unless otherwise extended by agreement of the Company  and  the  Employee  or
unless  earlier  terminated  in accordance with the provisions of Paragraph 6
hereof (the "Initial Term).

     3.   DUTIES.  The specific  duties  of  Employee's  position shall be as
reasonably assigned by the Company's Board of Directors from  time  to  time.
During  the  Term,  Employee  shall contribute his best professional efforts,
skills and services for the business  and  benefit  of  the Company and shall
follow  the reasonable directions of the Company's Board of  Directors.   The
Employee agrees to devote his full attention to the performance of his duties
and responsibilities  to  the  Company.  Employee shall direct to the Company
any business opportunities of which  he  becomes aware in the fields in which
the Company is in business or in related fields in which it may be beneficial

<PAGE>

for  the Company to diversify consistent with  his  fiduciary  duties  as  an
officer and director of the Company.  The Company recognizes and acknowledges
that  the   Employee   has  or  may  already  have  entered  into  consulting
arrangements outside the  scope  of  the  duties  required  of him under this
Agreement  and such existing consulting arrangements are expressly  consented
to by the Company,  with  the  understanding  and  agreement  that  any  such
consulting  arrangements  shall  in  no way conflict with or limit any of the
Employee's responsibilities or duties  owed to the Company under the terms of
this Agreement.  It is further agreed and  understood  that  the Company will
consent to future consulting arrangements which do not conflict with or limit
the Employee's duties or responsibilities hereunder.

     4.   COMPENSATION.

     A.   Subject  to  the  termination  provisions set forth in Paragraph  6
          below, Employee shall receive, as  compensation  for  his  services
          rendered under this Agreement during the Term, an annual salary  of
          Two   Hundred   Eighty   Thousand   Dollars   ($280,000.00)  ("Base
          Compensation").   During  the  second and all subsequent  years  of
          Employee's employment, the Employee  shall  receive as compensation
          for  his services an annual sum that is no less  than  that  amount
          which  is  equal  to  the prior year's Base Compensation times 100%
          plus the percentage increase  of  the  Consumer  Price  Index - All
          Workers - for the Chicago Metropolitan area during the prior period
          of   his   employment  redetermined  on  each  anniversary  of  his
          employment

     B.   The Annual Salary  shall  be  payable during the Term in accordance
          with the normal payroll practices  of  the  Company with respect to
          its employees.

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     C.   (i)  As a signing bonus and as part of the Initial  Agreement,  the
          Company  issued to Employee 1,275,000 shares of the common stock of
          the Company.

          (ii) The Company subsequently agreed to grant to Employee an option
          to purchase an additional 444,698 shares of the common stock of the
          Company, which option shares shall, at the election of Employee, be
          either (1)  "qualified  shares"  at  an  exercise  price as will be
          determined by the Company's Incentive Stock Option (ISO) Plan, to
          be  approved  and  implemented  by  the  Board  of Directors or the
          Compensation  Committee  appointed  and approved by  the  Board  of
          Directors; (2) "nonqualified shares"  at  an exercise price of $.01
          per  share; or (3) a combination of "qualified"  and  "unqualified"
          shares  as  defined herein(iii) As an additional signing bonus, the
          company will  grant  to  Employee  an  option  to  purchase  on the
          anniversary  date  of  the  first  year of employment an additional
          100,000 shares at an exercise price  as  will  be determined by the
          Company's  Incentive Stock Option (ISO) Plan, to  be  approved  and
          implemented by the Board of Directors or the Compensation Committee
          appointed and approved by the Board of Directors.

      D.  If the Company  releases the Employee for cause, or if the Employee
          leaves the Company for any reason other than by reason of his death
          or disability, the  Company  will  have  the  non-negotiable  right
          without  notice  to  purchase  the  Employee's options or shares of
          stock  purchased pursuant to Section 4.C  (ii)  and  (iii)  at  the
          following  buyback  prices: (1) 50% of the trailing thirty (30) day
          average closing bid price of the stock calculated from the date the

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          Employee leaves, if he  leaves prior to May 1, 2001; (2) 75% of the
          trailing thirty (30) day  average  closing  bid  price of the stock
          calculated from the date the Employee leaves, if after May 1, 2001,
          but  before May 1, 2002; (3) 100% of the trailing thirty  (30)  day
          average  bid  price  of  the  stock  calculated  from  the date the
          Employee leaves, if after May 1, 2003.

     E.   Employee   shall   also  be  entitled  to  the  following  benefits
("Benefits"):

          (i)  HEALTH CARE:    Participation  in  the Company's family health
               care program.  So long as permitted  under the Company's group
               insurance contract, this participation will begin immediately.
               If  it cannot begin immediately, the Employer  will  reimburse
               the  Employee   for  the  cost  of  comparable  family  health
               insurance until coverage under the Company's policy is in full
               force.  The foregoing  does  not  extend  to  the  Employee or
               members of his family who suffer from a pre-existing condition
               that may be excluded from coverage;

          (ii) LONG-TERM   DISABILITY:   The  Company  shall  apply  for  and
               maintain during  the  time Employee is employed by the Company
               and is under the age of  65,  a long-term disability insurance
               policy insuring the Employee, which policy shall provide for a
               monthly benefit payable to Employee of the lesser of (i) sixty
               percent (60%) of the Employee's  annual  salary  or  (ii)  the
               maximum benefit allowed by the insurance company and a waiting
               period  of  not  more than one hundred eighty (180) days.  The
               Company will reimburse the Employee for the cost of comparable
               insurance until coverage under the Company's policy is in full
               force.  The Company's  obligation  to maintain such policy and
               pay the premiums due thereon is expressly conditioned upon the
               Employee being insurable at reasonable  rates  for a person of
               his age; PROVIDED, HOWEVER, that if Employee is  not insurable

<PAGE>

               at reasonable rates and Employee wishes to be covered  by  the
               provisions  of such policy, then Employee shall have the right
               to coverage under the policy upon agreement that Employee will
               pay that portion  of  the  premium  which  is in excess of the
               reasonable rate and the Company shall pay the  balance  of the
               premium.

          (iii) LIFE INSURANCE:  During the time Employee is employed by  the
               Company,  the  Company  shall either (i) pay directly, or (ii)
               pay or reimburse the Employee,  for  the  premiums  due on any
               life insurance policy insuring the life of the Employee,  with
               a  death  benefit  of two times annual base salary, payable to
               such beneficiary as is designated by the Employee.

          (iv) DENTAL CARE:  During  the  time  Employee  is  employed by the
               Company, the Company shall pay or reimburse the  Employee  for
               premiums  due  on  a  dental  insurance  policy  insuring  the
               Employee and his immediate family.

          (v)  VACATION:    Employee  shall  be  entitled  to  four (4) weeks
               vacation each year; provided, that any vacation shall be taken
               with  due  consideration  to  the  services  required  of  the
               Employee.

     (vi) BONUS PLAN.  On or before the first anniversary of the Commencement
          Date  and  the  second  anniversary  of  the Commencement Date, the
          Company's Compensation Committee shall establish  a bonus plan with
          objective performance targets acceptable to the Company's  Board of
          Directors, which shall apply to all senior executives for the  year
          then  beginning  ("Performance  Target").  If  Employee  meets  the
          Performance  Target  for  that given year, Employee shall receive a
          target bonus of Three Hundred  Thousand Dollars ($300,000).  If the
          approved bonus plan covering all  senior  executives provides for a

<PAGE>

          less than target bonus in the event of achievement  of  part of the
          Performance Target for the year and/or a greater than target  bonus
          if  the  Performance  Target  is exceeded, Employee shall receive a
          lesser or greater than target bonus.   The  bonus  earned  shall be
          paid within thirty (30) days after the determination of whether the
          Performance Target has been met.

          (vii)  AUTOMOBILE/TRAVEL.   The  Company  will  provide  an
          automobile  allowance to the Employee up to $750.00 per month,
          plus reimbursement  to  the  Employee  for  $0.15 per mile for
          business travel in an automobile.

     (vii)OTHER BENEFITS.  During the term of his employment  by the Company,
          Employee  shall  also  receive  such other and additional  employee
          benefits as are hereafter provided to any of the other employees of
          the  Company (including, without limitation,  stock  option  plans,
          life insurance  coverage,  pension  or  profit  sharing plans, non-
          qualified deferred compensation plans, if any).

     The  Benefits described in this Section 4(E), along with  the  Directors
     and Officers liability insurance provided for in Paragraph C of the
     Recitals are, for  purposes  of  this  Agreement  sometimes  referred
     to as the "Employee Benefits".

     5.   REIMBURSEMENT  OF  EXPENSES.   Employee  shall be reimbursed by the
Company for any and all amounts which are reasonably and necessarily incurred
by him on behalf of the Company in connection with his  employment, including
amounts  incurred  for  overnight  travel,  entertainment  and  miscellaneous
expenses,  provided Employee submits to the Company and the Company  approves

<PAGE>

an  itemized   expense  report  accompanied  by  all  receipts  and  vouchers
evidencing the expenses.6.TERMINATION.

     A.   The Company  may  at  any  time  hereafter terminate this Agreement
          immediately for any reason with cause  or  without cause subject to
          the  conditions set forth in Paragraph 6(B) and  the  Employee  may
          upon not  less than thirty (30) days' written notice terminate this
          Agreement for any reason.

     B.   If the Company terminates this Agreement without cause, the Company
          shall continue  to  pay  to Employee his then annual salary and all
          Employee   Benefits   for    twelve    (12)   months   ("Additional
          Compensation") after Employee's employment  with  the  Company  has
          been terminated.  Such additional compensation shall constitute the
          full  and  complete  payment  of  all obligations of the Company to
          Employee under this Agreement, except as is reserved in the Release
          below, PROVIDED HOWEVER, that no Additional Compensation under this
          Paragraph shall be paid unless and until Employee signs  a full
          release of all claims which shall read as follows:

          In consideration for the additional compensation  paid to Tom Smith
     ("Employee") pursuant to Paragraph 6B of his Employment  Agreement  with
     Americas  Power  Partners,  Inc., the adequacy of which is acknowledged,
     Employee,  on  behalf  of  himself,   his   agents,   heirs,  executors,
     administrators,  successors, representatives and assigns,  hereby  fully
     and finally releases  and  forever  discharges  Americas Power Partners,
     Inc., and all related companies, and all of their  officers,  directors,
     shareholders,  agents,  attorneys,  current employees, former employees,
     representatives, successors and assigns  (the  "Released  Parties") from
     any  and  all  claims,  actions or causes of action,  known or  unknown,
     based upon this Agreement  for  his  employment or any related agreement

<PAGE>

     for  his  employment by Americas Power Partners,  Inc.  or  its  related
     companies entered  into  prior  to  the  execution  of  this  Settlement
     Agreement  and General Release, including but not limited to any  claims
     arising out  of  or  in  connection  with  Employee's  employment and/or
     separation  of  employment,  and Employee waives any right  to  file  an
     administrative charge or lawsuit  against  any  of  the Released Parties
     under  Title  VII  of the Civil Rights Act of 1964, the  Americans  with
     Disabilities Act, the  Civil  Rights Act of 1991, the Age Discrimination
     in  Employment Act of 1967, as amended  by  the  Older  Workers  Benefit
     Protection  Act  of  1990,  and/or  any  other  federal,  state or local
     statute,  ordinance,  rule  or regulation, under the common law  of  any
     state,  or  under  any  contract   or   any   other  theory  of  relief.
     Notwithstanding anything stated in this Paragraph  to the contrary, this
     release  shall  not constitute a waiver of any claim that  Employee  may
     have arising out of the Worker's Compensation Act or for Compensation or
     Benefits accrued or vested through the date of termination.

    (C)  If the  Company  terminates this Agreement for cause or if the
    Employee terminates this Agreement, the  Employee's compensation,
    including all Employee Benefits, shall be prorated and paid to
    the date of termination, but no further salary or Employee
    Benefits shall be paid to the Employee and the Company shall have
    no  further  liability  or obligation to Employee  under  this
    Agreement.   The term "cause" shall mean  the occurrence of any
    one or more of the following  events  during the Term:

               (i) A felony conviction or a plea of guilty or nolo contendere
          to  a felony charge or a crime involving moral turpitude in a court
          of law  under  applicable  federal  or  state law and all rights of
          appeal have expired; or

          (ii) The  commission by Employee as reasonably  determined  by  the
               Company's  Board  of  Directors  after  affording Employee the
               opportunity to be heard and present evidence,  of  any  act of

<PAGE>

               dishonesty,  fraud,  misappropriation  or embezzlement against
               the Company; or

          (iii) Employee's repeated willful and intentional failure to follow
               the reasonable and lawful instructions of  the Company's Board
               of  Directors  with  respect  to the services required  to  be
               performed by him on behalf of the Company; or

          (iv) The making by Employee of any public  statement which reflects
               in a material adverse manner upon the Company or its business,
               except  for  statements  made by Employee  in  good  faith  in
               connection with his position with the Company; or

          (v)  Employee's gross misconduct  or  gross negligence with respect
               to the services required to be performed  hereunder  and which
               in the reasonable judgment of the Company's Board of Directors
               is  materially  detrimental  to  the  best  interests  of  the
               Company; or

          (vi) Employee   shall   exhibit   excessive   use   of  alcohol  or
               debilitating drugs during normal business hours  while  on the
               Company's premises in the performance of Company business; or

                 Employee's breach of the obligations set forth in paragraphs
          7 and 8   hereof.

     7.   RESTRICTIVE COVENANT.   The Employee agrees that, except in the
performance of his duties hereunder, during the Term and for a period of one
(1) year following the termination of his employment for any reason, so long
as the Company is not in default of the performance of any of its material
obligations to Employee under this Agreement, he will not, either directly or
indirectly, in any capacity (whether as owner, partner, shareholder, broker,
dealer, agent, employee, consultant or otherwise):

<PAGE>

          (i) solicit employees of the Company for employment; or

          (ii) call  upon  any  customer  of  the  Company for the purpose of
          soliciting  and/or selling products to any  customer,  or  sell  or
          deliver any products or provide any services to any customer, which
          are or may be  in  competition with those products sold or services
          provided by the Company,  or  to  induce  any  of such customers to
          terminate  or curtail in any fashion their business  dealings  with
          the Company.

     For purposes of this  Paragraph, the term "customer(s)" shall be defined
as any person, firm, corporation or other entity to whom the Company has sold
product or provided services  to,  or product for, or to whom the Company has
made a written proposal for the sale of product or the provision of services,
to or for during the twelve month period  ending  on  the  termination of the
employment of the Employee.  Provided, further, with respect  to any customer
for whom the Company has made a written proposal for the sale of  product  or
the  provision  of  services,  said  customer  shall,  for  purposes  of this
Agreement,  be  deemed  a  "customer"  only  during  the  twelve month period
following  the delivery of the written proposal to said customer,  and  shall
only be deemed a customer with respect to the specific geographic location(s)
set forth in the written proposal.

     Upon the  expiration  of the Initial Term, in the event the Company does
not renew or extend the term  of  this Agreement, Employee shall not be bound
by the provision of the Restrictive  Covenant  as  set out in this Section 7,
unless  Company  agrees to pay the Additional Compensation  for  twelve  (12)
months as set out in Section 6(B) of this Agreement

     The parties acknowledge  that  they  have  attempted to limit Employee's
right to compete only to the extent necessary to  protect  the  Company  from
unfair  competition.   The  parties  further  acknowledge  that they have not
included  a  geographical  restriction  as  the  business  of the Company  is

<PAGE>

international.   The parties recognize, however, that reasonable  people  may
differ in making such a determination. Consequently, the parties hereby agree
that, if the scope  or  enforceability of this restrictive covenant is in any
way disputed at any time,  a  court  or  other  trier  of fact may modify and
enforce  the covenant to the extent that it believes to be  reasonable  under
the circumstances  existing  at that time.  The Employee further acknowledges
that (a) in the event this Agreement  of  his  relationship  with the Company
terminates  for  any  reason,  he  will be able to earn a livelihood  without
violating  the  foregoing  restrictions;  and  (b)  his  ability  to  earn  a
livelihood without violating  such  restrictions  is  a material condition to
this  Agreement.   This  Paragraph  shall  survive  the termination  of  this
Agreement.

     8.   PROTECTION OF CONFIDENTIAL INFORMATION.

     A.   Employee  agrees that all information which  is  furnished  by  the
Company to Employee or  to  which  Employee gains access during the course of
his employment with the Company which  is  either non-public, confidential or
proprietary  in nature, including, but not limited  to  financial  statements
that pertain to  the  Company's  channels of distribution, pricing policy and
records, sales representative commission  policy,  inventory  records,  sales
volume by products, customer or geographic area, methods of manufacturing  or
producing   the  Company's  products,  computer  systems,  software,  compute
hardware, computer  codes,  programs and formula, technology, designs, secret
processes and such information  normally  understood  to  be  confidential or
otherwise designated by the Company as confidential, together with  analyses,
proposals,  compilations,  forecasts, studies or other documents prepared  by
the Company, its agents, representatives  (including  attorney's, accountants
and financial advisors) or employees which contain or otherwise  reflect such
information  is  hereinafter referred to as "Confidential Information".   All
Confidential Information  furnished  to  Employee  by  the  Company  shall be

<PAGE>

returned  to  the  Company  upon  the  termination  of Employee's employment,
together with all copies made thereof.  Employee agrees  that,  except in the
performance  of  his  duties  to  the  Company,  not  to  use,  duplicate nor
communicate  to  third  parties  any  of  the Confidential Information.  This
Paragraph 8 shall survive the termination of this.

     9.   EQUITABLE REMEDIES.   Employee further acknowledges and agrees that
the covenants set forth in Paragraphs 7 and  8  are  reasonable and necessary
for the protection of Company's business interests, that  irreparable  injury
will  result  to  the  Company  if Employee breaches any of the terms of said
covenants, and that in the event of any actual or threatened breach by him of
any of said covenants, the Company  shall be entitled to immediate injunctive
and  other equitable relief, and without  the  necessity  of  showing  actual
monetary damages.  Nothing contained herein shall be construed as prohibiting
the Company  from pursuing any other remedies available to it for such breach
or threatened  breach, including the recovery of any damages which it is able
to prove.  This Paragraph shall survive the termination of this Agreement.

    10.  WAIVER.    Failure  of  any  party  hereto  to  insist  upon strict
compliance with any of the terms, covenants, and conditions hereof  shall not
be deemed a waiver or relinquishment of such terms, covenants, and conditions
or of any similar right or power hereunder at any subsequent time.

     11.  NOTICES.    Any  notice  required  to  be given hereunder shall  be
deemed  to  be  effective  and validly given if it contains  the  information
required by the relevant provisions  hereof and is personally delivered or is
sent by United States registered or certified  mail,  postage prepaid, to the
person or entity to whom the notice is given at such address  as is set forth
in this Agreement or at such other address as is designated in  writing  by a
party to the Company.  The date three (3) business days following the date of

<PAGE>

deposit  in  the  mail  or the date  of personal delivery shall be deemed the
effective date of the notice.

     12.  AMENDMENT.  This  Agreement  may  be  altered,  amended, revoked or
terminated only by an instrument in writing executed by the parties hereto.

     13.  ENTIRE AGREEMENT.   This instrument contains the  entire  agreement
of the parties regarding the subject matter hereof.

     14.  ARBITRATION  OF  DISPUTES.  Except for disputes in which injunctive
relief  is sought, in the event  of  any  dispute  over  the  terms  of  this
Agreement,  the  matter  shall be submitted to arbitration in accordance with
the rules of the American Arbitration Association for expedited hearing.  The
decision of the arbitrator  shall  be  final and binding upon all parties and
not subject to further judicial review.

     15.  DEDUCTIONS AND WITHHOLDING.  The  Employee  agrees that the Company
shall withhold from any and all payments required to be  made to the Employee
pursuant to this Agreement all Federal, state, local and/or other taxes which
the  Company  determines  are  required  to  be  withheld in accordance  with
applicable statutes and/or regulations from time to time in effect.

     16.  APPLICABLE LAW.   This Agreement shall be  construed  in accordance
with and governed by the laws of the State of Illinois.  The parties agree to
the  jurisdiction  of the Courts of the State of Illinois, County of  DuPage,
and the Northern District  of  Illinois  to  hear  and  resolve  any disputes
involving this Agreement, unless such disputes are otherwise governed Section
14 hereof dealing with arbitration of disputes.

     17.  BINDING EFFECT.   This Agreement shall be binding upon and inure to
the  benefit  of  the  parties  hereto and their respective heirs, executors,
successors and assigns.

<PAGE>

     18.  SEVERABILITY.    If  any  provision  of  this  Agreement  shall  be
declared  by  any  court to be illegal,  void  or  unenforceable,  the  other
provisions shall not be affected but shall remain in full force and effect.

     19.  AUTHORIZED  ACTS.    The  Company has been authorized to enter into
this Agreement by proper action of its  Board of Directors and has the right,
authority and the ability and authority to perform all that is required of it
by the terms of this Agreement.

     20.  RECITALS.   The recitals set forth in the portion of this Agreement
headed "Recitals" are incorporated and made  a  part of the Agreement and are
binding on the parties as if fully set forth in the body of the Agreement.

     21.  COUNTERPARTS.    This  Agreement  may  be  executed   in   multiple
counterparts, each of which is for all purposes deemed to be an original  and
all  of  which  when  taken  together,  will  constitute  one  and  the  same
instrument.

     22.  INDEMNIFICATION.     The  Company  agrees  to  indemnify  and  hold
Employee harmless from all liability,  loss,  damage  and  expense, including
reasonable  attorneys'  fees,  costs  of litigation, interest and  penalties,
which  the Employee may sustain, incur or  be  threatened  by  reason  of  or
arising  out  of  his  performing the services to the Company pursuant to the
terms of this Agreement.

     23.  ATTORNEYS' FEES.    In  the  event  that any party hereto commences
litigation  or  arbitration  for  the  judicial interpretation,  enforcement,
termination, cancellation or rescission of this Agreement, or for damages for
the breach hereof, then, in addition to  any  or  all other relief awarded in
such  litigation  or  arbitration,  the  prevailing party  therein  shall  be
entitled to a judgment or award against the  other  for  an  amount  equal to
reasonable  attorneys'  fees, court costs, arbitration fees and expense,  and
other costs incurred (including  paralegal,  legal assistant and computerized
research  fees).  For purposes of this Paragraph,  "Prevailing  Party"  shall

<PAGE>

mean, in the  case  of  the  claimant  or plaintiff, one who is successful in
obtaining substantially all of the relief  initially  sought, and in the case
of   the   defendant  or  respondent,  one  who  is  successful  in   denying
substantially all of the relief initially sought by the claimant.

     IN WITNESS  WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                              Americas Power Partners, Inc.,
                              a  Colorado corporation



                              By:____________________________________
                                 Thomas R. Casten, Chief Executive Officer



                                 ___________________________________
                                 Thomas W. Smith