10.4
                            OPERATING AGREEMENT


     THIS JOINT  OPERATING  AGREEMENT  is  entered into effective as of the
12{th} day of September, 2000, by and between Americas Power Partners, Inc.
("APP") and Armstrong Service, Inc. ("ASI").

RECITALS

     WHEREAS,  APP  is a Colorado corporation,  which  is  engaged  in  the
business of performing APP Services (as defined herein); and

     WHEREAS, ASI is  a  Michigan  Corporation,  which  is  involved in the
business of performing ASI Services (as defined herein) ; and

     WHEREAS, ASI and APP (herein referred to as "the Parties")  desire and
intend  to  undertake  joint  efforts  to  market, analyze, own and operate
steam, compressed air, wastewater, electric  power  generation  and related
utility  systems  projects  so as to thereby create opportunities for  each
party to increase its respective  sales  to  industrial,  institutional and
commercial end user customers; and

     WHEREAS,  ASI  and  APP  desire  to  enter  into  this Joint Operating
Agreement  in  order  to  define  the  nature  and scope of their  business
relationship  and to establish and set out the parameters  of  their  joint
efforts  and  responsibilities   for  the  implementation  of  a  marketing
relationship for products and services  to  be  provided jointly by APP and
ASI related to the Business Scope, as defined herein.

     NOW, THEREFORE, in consideration of the premises  and  the  agreements
herein contained, the parties agree as follows:

                                 ARTICLE 1
                               GENERAL TERMS

1.1  DEFINITIONS.  The  terms "ASI" and "APP" shall have the above meanings
and the following terms shall have the following meanings:

     "AFFILIATE" shall mean,  with  respect  to  any Person: (i) any Person
directly or indirectly controlling, controlled by,  or under common control
with such Person, (ii) any Person owning or controlling  fifty  one percent
(51%) or more of the outstanding voting interests of such Person, (iii) any
officer,  director,  or general partner of such Person, or (iv) any  Person
who is an officer, director,  general  partner, trustee, or holder of fifty
one percent (51%) or more of the voting  interests  of any Person described
in  clauses  (i)  through  (iii)  of  this sentence. For purposes  of  this
definition, the term "controls," "is controlled  by,"  or  "is under common
control with" shall mean the possession, direct or indirect,  of  the power
to  direct  or  cause  the  direction  of the management and policies of  a
Person, whether through the ownership of  voting securities, by contract or
otherwise.

<PAGE>


"AGREEMENT" means this Joint Operating Agreement,  as  from  time  to  time
amended or supplemented.

"APP  SERVICES"  means  the  business  of  purchasing,  owning,  financing,
optimizing,  monetizing  and otherwise developing Utility Systems for  End-
Users.

"ASI  SERVICES"  means  the business  of  designing,  selling,  installing,
constructing, optimizing  (including  EPC  Services  and  O&M  Services on)
Utility Systems for End-Users, including related components and equipment.

"BUSINESS SCOPE" shall have the meaning as set forth in SECTION 2.2.

 "CONFIDENTIAL INFORMATION" means all information to be disclosed by either
party  to  the  other party which is confidential, proprietary or generally
not  available to  the  public,  including  the  information  described  in
SECTIONS  10.1  and 10.2, including confidential work product of ASI and/or
APP, but specifically excluding advertising and sales information materials
or other information  prepared  for  an  identified customer by a Party and
delivered  either to an identified customer  or  to  the  other  party  for
delivery to  an  identified customer, which information is not subject to a
binding  confidentiality   agreement  between   ASI  and/or  APP  and  such
customer.

"END-USER" means industrial, commercial, and institutional customers and/or
prospective customers.

"ENTITY" shall mean any general  partnership,  limited partnership, limited
liability  company,  corporation,  joint  venture, trust,  business  trust,
cooperative  or  association  or  any  foreign trust  or  foreign  business
organization.

"EPC  SERVICES"  shall  mean  engineering,  procurement   and  construction
services related to Projects.

"MONETIZATION" shall mean the purchase of any Utility System  Assets by the
Parties from an End-User.

"O&M  SERVICES"   shall mean operation and maintenance services related  to
Projects.

"OPERATING COMPANY"  shall  mean  an  Entity  formed by the Parties for the
purpose of purchasing, owning, optimizing, operating or maintaining Utility
System  Assets  associated  with  any  Projects which  are  to  be  jointly
developed under the terms of this Agreement.

"OPTIMIZATION" shall mean the upgrading,  modification, and/or constructing
of and End-User's Utility System Assets for  the  purpose  of improving the
performance  and  efficiency  of  such  assets,  including  the design  and
installation  of  new and/or additional components and equipment  for  such
purposes.

<PAGE>

"PARTY" shall mean  either  Americas  Power  Partners,  Inc.  or  Armstrong
Service, Inc.

"PERSON" shall mean a natural person or an Entity.

"PROJECT" shall mean projects for which the Parties or an Operating Company
formed by the Parties pursuant to the terms of this Agreement, have entered
into,  or  propose  to  enter  into, a contract for the Optimization and/or
Monetization of Utility System Assets.

"REPRESENTATIVES" means a party's  directors,  employees, advisors, lenders
and  representatives  and  such party's Affiliates'  directors,  employees,
advisors, lenders and representatives.   Representatives  shall not include
independent   sales   representatives   for   the   products  of  Armstrong
International,  Inc.  and/or  Armstrong  Service,  Inc. and  its  or  their
affiliates.

"SERVICES"  shall  mean  the  Optimization and/or Monetization  of  Utility
System Assets and/or Utility Systems and the performance of O&M Services in
connection therewith.

"UTILITY SYSTEMS" shall mean steam,  air, water, wastewater, electric power
generation, lighting and other utility systems of an End User.

"UTILITY  SYSTEM ASSETS" shall mean the  assets  and  equipment,  including
components consisting of, or related Utility Systems.

1.2  SINGULAR  AND  PLURAL.   Words  used herein in the singular, where the
context  so  permits,  also  include  the  plural   and  vice  versa.   The
definitions of words in the singular herein, where the  context so permits,
also apply to such words when used in the plural and vice versa.

                                 ARTICLE 2
               RELATIONSHIP OF PARTIES AND SCOPE OF BUSINESS

2.1  RELATIONSHIP  OF THE PARTIES.   APP and ASI have jointly  pursued  the
development of Projects.   The  Parties  desire  and  intend to continue to
jointly  pursue  Projects  and  wish  to define responsibilities,  maximize
efficient use of resources and provide  for the manner in which income will
be derived and/or profits will be shared  by  the  Parties from any jointly
developed and successfully implemented Projects.

2.2  BUSINESS SCOPE.  The business scope ("Business  Scope"),  which is the
subject  of this Agreement, shall be: multi-year financed contracts  to  be
entered into  by  the Parties or an Operating Company formed by the Parties
pursuant to the terms of this Agreement for performance of the Services for
End Users.  The Business  Scope  shall  include the United States, but does
not include Projects in any territory or  location  where either APP or ASI
is subject to a legal and/or contractual restriction  against  any business
development or other activities in such territory.

<PAGE>

2.3  USE OF APP/ASI NAMES, MARKS AND LOGOS.  The Parties agree that as part
of  their joint efforts to pursue, market and develop Projects and  related
Services under the terms of this Agreement,

     (a)  APP  shall  have a non-exclusive, royalty-free license during the
        term of this Agreement  to  use the name "Armstrong Service" and/or
        "Armstrong" and shall further  have  the right to use service marks
        and/or logos owned or otherwise held in the name of ASI. All names,
        marks and logos held in the name of ASI,  which  may be used by APP
        under authority granted herein, shall remain the sole and exclusive
        property of ASI; and

     (b)  ASI shall have a non-exclusive, royalty-free license  during  the
        term  of  this  Agreement to use the name "Americas Power Partners"
        and/or "Americas"  and  shall further have the right to use service
        marks and/or logos  owned or otherwise held in the name of APP. All
        names, marks and logos held  in  the name of APP, which may be used
        by ASI under authority granted herein,  shall  remain  the sole and
        exclusive property of APP.

The  names, marks and logos of the parties may be used in combination  with
those  of  the other.  The rights granted under this SECTION 2.3 may not be
assigned or  sublicensed  to  any  third  party.  The rights granted herein
shall apply within the United States of America.   Either Party may request
that the rights described herein be extended to other  defined countries or
territories,   which   request   shall   not   be   unreasonably  withheld.
Notwithstanding this Section or any other provision of this Agreement, each
Party may place reasonable restrictions and limitations  on  the use by the
other party of the Party's name, service marks or logos.

                                 ARTICLE 3
                      RESPONSIBILITIES OF THE PARTIES

3.1  IDENTIFICATION OF PROJECT OPPORTUNITIES.  APP and ASI will  be jointly
responsible for marketing the products and Services to be provided  by  the
Parties,  including  all efforts to identify, locate, market and/or solicit
potential development  and  opportunities  for Projects within the Business
Scope.

3.2  FINANCIAL ANALYSIS AND FINANCING OF PROJECT  OPPORTUNITIES.   APP
will
be  primarily  responsible  for performing the APP Services, including  the
financial analysis of any potential development Projects identified through
the joint or individual marketing  efforts of the Parties.  The analysis is
to be performed by APP based on information  obtained  from  all  available
sources  in  order  to fully evaluate the required capital investment,  the
potential return on investment,  potential  for savings to be shared by the
Parties  and  the End User, the ability to obtain  required  financing  and
other issues related  to  the  financial  viability  of the Project and the
advisability  of  pursuing  the  Project  from  a financial  or  investment
standpoint.   APP will work to structure and obtain  appropriate  financing
for Projects which  are  to  be  further  pursued  and/or undertaken by the
Parties and be responsible for coordinating negotiations  for (1) contracts
for  required  fuel  supply  and  (2)  a power purchase agreement  for  all
electricity, steam and other commodities related to such Projects.

<PAGE>

3.3       PROJECT SERVICES AND PRODUCTS.   Absent  a  specific agreement to
the contrary for a particular identified project, ASI will be the exclusive
provider  of  ASI  Services  on  Projects.  ASI will further  be  primarily
responsible for implementation of  the  Optimization  and  O&M Services for
Utility  System  Assets,  including  the  oversight of the engineering  and
implementation  of all power generation development  or  upgrade  projects.
Where  appropriate   and   to   the   extent   possible,  ASI  will  supply
equipment/products  for  steam  generation  and  related  utility  systems.
Appropriate  contracts  will  be  prepared  and  executed  by  the  parties
outlining the specific EPC and O&M services to be  provided  by  ASI.   The
parties   may  enter  into  contracts  with  third  party  contractors  for
additional  services  required for individual projects as may be determined
to be necessary and appropriate.   ASI  will be responsible for the payment
of costs of third party contractors or which  it has engaged to fulfill its
responsibilities under this Agreement, or under  applicable agreements with
Operating Companies, provided that major  equipment  purchases  may require
financing  by  or through APP.  APP will be responsible for the payment  of
costs  of  development   related   services,  including  marketing,  sales,
development/discovery  engineering,  financial  and  legal  expenses.   All
outside costs and expenses incurred by  the  Parties  may  be  periodically
reviewed,  analyzed  and adjusted upon request of and by agreement  of  the
Parties.

                                 ARTICLE 4
                                EXCLUSIVITY

4.1       EXCLUSIVITY AND  NON-CIRCUMVENTION.   During  the  term  of  this
Agreement,  APP and ASI intend and agree to work jointly and exclusively to
market and develop  Projects within the Business Scope, subject only to the
provisions of SECTION  4.2  hereof.  APP and ASI shall each offer the other
the opportunity to participate to the  extent  set out in this Agreement in
every  Project or potential Project within the Business  Scope,  except  in
such situations  as  are hereinafter described in SECTION 4.2.  The Parties
further intend and do  hereby agree that all of the Parties' Affiliates and
their employees, agents  or  representative  shall be bound by the terms of
exclusivity as set forth herein, subject only  to the provisions of SECTION
4.2.  Notwithstanding the terms of the Business Scope as defined in SECTION
2.2 and the geographical limitations therein, to  the extent practical, ASI
shall  treat APP as the preferred provider of APP Services  and  APP  shall
treat ASI  as  the  preferred provider of ASI Services in all international
territories or locations  in  which  the  Parties  may be found to be doing
business.


4.2  EXCEPTIONS TO EXCLUSIVITY.

             (a) The provisions of SECTION 4.1 shall  not be interpreted in
any  manner to require or obligate ASI to work exclusively  with  APP  with
respect  to:   (i)  potential  or  existing projects which fall outside the
Business Scope; (ii) projects on which  ASI is invited or allowed to submit
bids  or  proposals  for products or services  to  or  for  energy  service
companies; or (iii) projects  undertaken  by  ASI  in which ASI has entered
into  a  legally  binding  agreement prior to the effective  date  of  this
Agreement.

     (b) The provisions of SECTION  4.1  shall  not  be  interpreted in any
manner to require or obligate APP to work exclusively with ASI with respect
to  (i) potential or existing projects which fall outside of  the  Business
Scope;  (ii)  projects on which APP is invited or allowed to submit bids or
proposals for products or services related exclusively to matters which are
outside the scope  of  ASI Services; or (iii) projects undertaken by APP in
which  APP has entered into  a  legally  binding  agreement  prior  to  the
effective date of this Agreement.

<PAGE>

     In  the  event  that APP and ASI are not obligated to work exclusively
with each other under  the  terms of this SUBSECTION 4.2(A) OR (B), APP and
ASI may not use or disclose to  any third party any work product previously
developed or provided by the other Party or any Confidential Information as
the case may be, in regard to the project in question.

                                 ARTICLE 5
                            STEERING COMMITTEE

5.1    APP and ASI hereby establish  a committee (the "Steering Committee")
for the purpose of managing and directing the joint pursuits of the Parties
under the terms of and consistent with  the  provisions  of this Agreement.
The  Steering  Committee  shall  be composed of one or more representatives
(each a "Steering Committee Representative")  from  each  Party;  and  each
party  shall  have the right to appoint an equal number of Representatives.
The first Representatives are:

                             Douglas V. Bloss
                               Mark Margason

Decisions requiring  approval of the Steering Committee and functions to be
performed include: (i)  analysis  and  evaluation  of  Projects and Project
opportunities,  (ii)  coordination  of  proposal preparation  and  business
development   activities,   (iii)   any   Project-specific   profit-sharing
arrangements; and (iv) any other matter submitted to the Steering Committee
by either of the Parties for consideration/decision.

                                 ARTICLE 6
                            OPERATING COMPANIES

6.1  OPERATING COMPANIES.  APP and ASI may  from  time  to  time  form  and
establish Entities as are authorized by the laws of any individual State or
of  the  United States of America ("Operating Companies") which shall enter
into  contracts   with  End  Users  to  perform  Services  associated  with
individual Projects which are to be developed jointly by the Parties.

6.2  MANAGEMENT OF  OPERATING COMPANIES.  Any Operating Company established
by the Parties as contemplated  by  this Agreement shall be managed jointly
by the Parties through their designated  managers  or representatives.  All
appropriate agreements and documents will be prepared  by  the  Parties  to
establish the management structure and additional details for the operation
of any business Entity formed for the individual Projects undertaken by the
Parties.

6.3  CAPITAL  CONTRIBUTIONS AND EQUITY OWNERSHIP.  APP shall be responsible
for  structuring   appropriate   financing  as  may  be  required  for  the
Monetization and/or Optimization of Utility Systems Assets for all Projects
to be pursued or undertaken by the  Parties.   Absent  an  agreement to the
contrary  by the Parties, APP will provide all equity contributions,  which

<PAGE>

may  be  required   for   all   future  individual  Projects  and  for  the
capitalization of Operating Companies  as  may be established in accordance
with this ARTICLE 6.  However, ASI will have  the  right  to participate in
the  ownership  of  each  Project  undertaken  by  the  Parties.   ASI  may
contribute  up  to  fifty  percent  (50%)  of  the required equity for each
individual Project and shall hold a corresponding ownership interest in the
Project  and/or  any  Operating  Company  formed by the  Parties  for  said
Project,  in accordance with the terms of this  Agreement.   Prior  to  the
execution of  the  definitive  agreements  and  related  documents for each
individual Project undertaken by the Parties, ASI shall advise  APP  as  to
whether  it  intends  to contribute capital and take a corresponding equity
ownership interest in the  Project  and  any  Operating  Company  as may be
established in accordance with this ARTICLE 6.  APP and ASI shall each hold
the  right  of  first  refusal for the purchase of the other Party's equity
position in the event of  a  sale  of  equity  in  a  Project  or Operating
Company.

                                 ARTICLE 7
                         FINANCIAL, ACCOUNTING AND
                           ALLOCATION OF PROFITS

7.1  ACCOUNTING  AND  RECEIPT/DISTRIBUTION  OF  REVENUES.   All  financial,
accounting and related functions for Projects, including the administration
of  customer  bills for utilities and commodities, if applicable, shall  be
performed by APP.  All revenues derived from Services performed or products
provided pursuant  to  the  terms  of  this  Agreement  by  the Parties, or
payments  in  respect  of a customer's utilities provided pursuant  to  any
contract or agreement entered into by any Operating Company formed pursuant
to this Agreement, shall  be paid to and received by the Operating Company.
The financial statements of  the  Operating  Companies will be consolidated
with the financial statements of APP.  The Parties  agree  to  prepare  and
distribute  with reasonable promptness financial statements and reports for
all Projects and/or Operating Companies, which reports shall be prepared in
accordance with  generally  accepted  accounting  principles  on  a monthly
basis.

7.2  PROJECT PROFIT ALLOCATION.  The allocation and distribution of profits
and  losses derived from the operations of the Parties under this Agreement
shall  be  determined  and  made  in  accordance with the provisions of the
attached EXHIBIT A.

7.3  OPEN BOOK.  All Projects pursued and/or  undertaken  by  APP  and  ASI
shall be on an "Open Book Basis", with both Parties allowed complete access
to  all financial materials, records or reports which are in anyway related
to the Projects, Operating Companies, or related activities of the Parties.

                                 ARTICLE 8
                           TERM AND TERMINATION

8.1  TERM.   Except  as otherwise provided herein, this Agreement remain in
effect until terminated in accordance with SECTION 8.2.

8.2  TERMINATION.  This  Agreement may be terminated upon the occurrence of
any of the following events:

<PAGE>

     (a)  Either Party may  terminate  this  Agreement  upon  providing six
months' written notice of termination to the other Party, said notice to be
delivered in accordance with the requirements of this Agreement; or

     (b) Upon the occurrence of any default by a Party in:

          (i) the payment of any fee or other payment obligation under this
     Agreement,  where  such  default  remains unremedied  for a period  of
     twenty (20) days after written notice  of  the default is given to the
     defaulting  party,  provided that such written  notice  shall  not  be
     required if a default  under  this subsection occurs more than one (1)
     time in any calendar year; or

          (ii) the non-performance of  any  covenant  or  agreement by such
     party in this Agreement where such default continues unremedied  for a
     period  of  twenty  (20) days after written notice thereof is given by
     the non-defaulting party to the defaulting party.

The non-defaulting party may,  at its sole option, by giving written notice
thereof  to the defaulting party,  terminate  its  obligations  under  this
Agreement,  without  in any way affecting the non-defaulting party's rights
under this Agreement.

     (c)  If any representation  or  warranty  by a Party in this Agreement
proves to have been incorrect or misleading in any  material  respect as of
the  date when made or deemed made, then the non-defaulting party  may,  at
its sole  option, by giving written notice thereof to the defaulting party,
terminate  its  obligations  under  this  Agreement,  without  in  any  way
affecting the non-defaulting party's rights under this Agreement; or

     (d)  If  a  Party  is  generally unable to pay its debts as such debts
become due, or shall admit in  writing  its  inability  to  pay  its  debts
generally, or shall make a general assignment for the benefit of creditors;
or  any  proceeding  shall  be  instituted by or against a party seeking to
adjudicate it a bankrupt or insolvent,  or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition
of it or its debts under any law relating  to  bankruptcy,  insolvency,  or
reorganization  or  relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, or other similar official
for it or for any substantial part of its property then the other party may
terminate this Agreement.

8.3  EFFECT OF TERMINATION.  In the event of termination of this Agreement,
the  obligations  and rights  of  the  Parties  incurred  pursuant  to  any
provision of this Agreement,  or  by virtue of any contract entered into by
the Parties for Project Services or  materials  undertaken  jointly  by the
Parties,  shall  continue  in  full force and effect until such obligations
have been fulfilled, and the rights and obligations of the Parties pursuant
to ARTICLES 10, 13 AND 15 shall additionally survive termination.

<PAGE>

                                 ARTICLE 9
                                WITHDRAWAL

9.1  WITHDRAWAL FROM A PROJECT.  With respect to any particular transaction
involving a Project, either Party may notify the other of its desire not to
proceed  with  the development of  such  Project;  provided,  that  (i)  an
election by either  Party  to  withdraw from a Project shall not affect the
rights of the other Party to proceed  with such Project, (ii) neither Party
may withdraw from a project during the  period  between the submission of a
proposal  to  an  End-User and the earlier of the date  that  the  proposal
expires by its own  terms  or  the  date  upon  which an agreement with the
customer  is  executed  in  respect  of  such Project unless  the  End-User
consents to such withdrawal and the proposal  is  otherwise  not  adversely
affected,  and (iii) after the execution of an agreement with the customer,
the Party desiring  to  withdraw  receives  the  consent of the End-User in
accordance with any instructions for the bidders provided  by  the End-User
(to  the  extent  required  and  otherwise  does so in compliance with  the
applicable agreements) and provided that such withdrawal does not adversely
affect  the  ability  of the non-withdrawing Party  to  continue  with  the
Project.  Any Party, which  elects to withdraw in compliance with the terms
of this SECTION 9.1, will be  released  from  any  liability  or obligation
under this Agreement with respect to the relevant Project accruing from the
date  of  withdrawal.   If  the  written  notice  of  withdrawal  is  given
subsequent  to  the  posting  by  the  Parties of any bid bond or other bid
security as required in connection with  the  proposal  process,  then  the
withdrawing  Party  shall indemnify (excluding lost profits, lost revenues,
indirect, special or  consequential  damages)  the  other  Party  from  any
liability  resulting  from  the  forfeiture  of  such bid bond or other bid
security caused by the withdrawing Party's decision  to  withdraw.   If any
Party  determines  to withdraw from any Project, such Party agrees that  it
shall use its reasonable  efforts to withdraw from such Project in a manner
that permits the non-withdrawing Party to continue the proposal process for
such Project and causes the  least  harm  possible  to  the non-withdrawing
Party, provided that the withdrawing Party shall not be required  to expend
any further funds or incur additional liabilities to do so.

9.2  EXCLUSIVITY UPON WITHDRAWAL.  Notwithstanding anything herein  to  the
contrary,  the  withdrawing Party shall be prohibited from participating in
or pursuing any Project alone with any other person or entity.

                                ARTICLE 10
                              CONFIDENTIALITY

10.1 ASI  DISCLOSURES.    ASI  may  disclose  various  information  to  APP
including:  (a)  information  regarding  the  ASI  products,  services  and
systems, the identity  of potential and existing customers and contacts and
such other information as may be reasonably required to implement the joint
marketing and servicing  efforts  of  the  Parties  as contemplated by this
Agreement.

10.2 APP  DISCLOSURES.  APP  may  disclose  various  information   to   ASI
including:  (a)  information  regarding  the  strategies and services to be
provided  by  APP,  the identity of potential and  existing  customers  and
contacts, and such other  information  as  may  be  reasonably  required to
implement  the  joint  marketing  and  servicing efforts of the Parties  as
contemplated by this Agreement.

<PAGE>

10.3 CONFIDENTIAL TREATMENT.  Neither APP  nor ASI shall disclose the other
Party's Confidential Information without the  other  Party's  prior written
consent: PROVIDED, HOWEVER, a Party may disclose:

                   (a) any of the other Party's Confidential Information to
        a Party's Representative, who needs to know and agrees  to maintain
        the  confidentiality of such Confidential Information in accordance
        with the terms hereof; and

     (b) any of  the  other  Party's  Confidential  Information  that:  (i)
        becomes generally available to the public; (ii) is already known to
        the  Party  at  the time of disclosure by the other Party; (iii) is
        acquired from a third  party not known by the receiving Party to be
        prohibited  from making disclosure;  or  (iv)  is  required  to  be
        disclosed to  comply  with any applicable law, order, regulation or
        ruling.

10.4 RETURN OF CONFIDENTIAL INFORMATION.  Upon a Party's request, the other
Party shall destroy all written  Confidential Information of the requesting
Party, except for that portion of such Confidential Information that may be
found in analyses, compilations, studies or other documents prepared by, or
for,  the  non-requesting  Party, and  the  non-requesting  Party  and  its
Representatives shall not retain  any  copies  of such written Confidential
Information.  The portion of written Confidential  Information  that may be
found in analyses, compilations, studies or other documents prepared by, or
for,  the  returning party, any oral Confidential Information furnished  by
the requesting  Party  not  requested  to be destroyed, will be held by the
non-requesting Party and kept subject to the terms of this Agreement.

10.5 LIABILITY FOR REPRESENTATIVES.  A Party  shall  be held liable for any
breach by any of its Representatives of the provisions of this ARTICLE 10.

                                ARTICLE 11
                         EMPLOYEES OF THE PARTIES

11.1 NON-SOLICITATION OF EMPLOYEES.  During the term of  this Agreement and
continuing for one (1) year thereafter, each Party agrees not to solicit or
hire  employees  of the other Party unless the Party which is  the  current
employer of the employee in question has consented in writing thereto.

11.2 COSTS OF CERTAIN EMPLOYEES ENGAGED IN BUSINESS DEVELOPMENT.  APP shall
reimburse  ASI  for   the  costs  associated  with  certain  ASI  employees
(including salary, benefits  and  travel  costs)  during  the  term of this
Agreement.   Such  employees  shall remain the employees of ASI, but  shall
work exclusively on marketing and  development  of  Projects  to be pursued
jointly by ASI and APP.  All such employees shall be identified  and agreed
to by the Parties in writing. All such employees shall be subject to review
by  the  Parties no less frequently than on an annual basis, and each  such
employee's assignment to work on ASI/APP marketing and business development
(with reimbursement by APP) hereunder shall be discontinued if the employee
does not perform  to  the  satisfaction  of  both ASI and APP.  In the case
where an employee's assignment is discontinued hereunder, the Parties shall
agree upon a replacement.  No employees whose  costs  are  reimbursed under
this Section 11.2 shall be used to conduct marketing or other activities in
territories  or  areas  where  either  ASI  or  APP are under legal  and/or
contractual  restriction  against  conducting  such  marketing   or   other
activities.

<PAGE>

                                ARTICLE 12
                                  NOTICES

12.1 NOTICES TO THE PARTIES.  All notices or other communications hereunder
shall  be in writing and shall be delivered either personally, by facsimile
means  (delivered  during  the  recipient's  regular  business  hours),  by
registered   or   certified   mail  (postage  prepaid  and  return  receipt
requested),  or  by  express courier  or  delivery  service,  addressed  as
follows:


If to Americas Power Partners Inc.:

          105 East First Street
           Hinsdale, Illinois  60521
           Phone No.: (630) 325-9111
           FAX No.:   (630) 325-9606
           Attn:  Mark A. Margason

     WITH A COPY TO:

          710 N. York Road
          Hinsdale, Illinois 60521
          Attn:  John K. Leach

IF TO ARMSTRONG SERVICE, INC.:

          2081 East Ocean Blvd.
          Stuart, Florida 34996
          Phone No.: (561) 286-7175
          FAX No.:   (561) 286-1001
          Attn.: Douglas V. Bloss, and J. Thomas Morris

     WITH A COPY TO:

          8545 Commodity Circle
          Orlando, Florida  32819
          Attention: Mark Quirin

Or at such other address  and  number  as  any  Party shall have previously
designated  by  written  notice  given  to the other Party  in  the  manner
hereinabove set forth.  Notices shall be  deemed  given  when  received, if
sent  by  facsimile  means  (confirmation  of  such  receipt  by  confirmed
facsimile  transmission  being  deemed  receipt  of communications sent  by
facsimile means), and when delivered and receipted for (or upon the date of
attempted delivery where delivery is refused), if  hand-delivered,  sent by
express  courier  or  delivery  service, or sent by certified or registered
mail.

<PAGE>

                                ARTICLE 13
                              INDEMNIFICATION


13.1 RECIPROCAL  GENERAL INDEMNIFICATION.   Each  Party,  respectively,  as
indemnitor, will indemnify,  defend  and  hold harmless the other Party and
its  officers, directors, employees, Affiliates,  agents  and  assigns,  as
indemnitees,  from  and  against  any and all losses, liabilities, damages,
demands, claims, actions, judgments or causes of action, assessments, costs
and  expenses,  including,  without  limitation,  interest,  penalties  and
reasonable  attorneys'  and  accountants'   fees,   but  excluding  amounts
described  in  SECTION  15.3  hereof  (herein referred to  collectively  as
"Losses")  asserted against, resulting to,  imposed  upon  or  incurred  or
suffered by any such indemnitee as a result of, based upon or arising from,
the failure  by  the  indemnitor  or  its respective agents or employees to
comply with any applicable Law, rule, or regulation of any authority having
proper  jurisdiction,  or  the  breach  or nonfulfillment  of  any  of  the
representations, covenants or agreements made by the indemnitor pursuant to
this  Agreement,  excepting  only such Losses  as  may  be  caused  by  the
negligence or misconduct of any  indemnitee  or  its  respective  agents or
employees.

                                ARTICLE 14
                                 INSURANCE

14.1 INSURANCE.   Each  of  ASI  and  APP  shall  procure and maintain such
policies  of liability and property insurance as shall  be  reasonable  and
customary for  companies  and  business  activities of the nature and scope
contemplated  herein.  Each  Party  agrees  to   provide   information  and
certificates to the other from time to time to confirm compliance with this
Section.


14.2 WAIVER  OF  SUBROGATION.   ASI  and  APP  agree  that all policies  of
insurance procured hereunder shall contain waivers of subrogation, provided
that neither Party shall be deemed to have waived subrogation  in  any case
where  the  other Party has not complied with the requirements of procuring
and maintaining coverage pursuant to SECTION 14.1.

                                ARTICLE 15
                            DISPUTE RESOLUTION

15.1    BY THE  PARTIES.   In  the event of any conflict or dispute between
the Parties to this Agreement, which  dispute is not resolved within thirty
(30) days, then each Party agrees to submit  the  dispute  to  the  highest
ranking executive officer of the respective Parties.

15.2      ARBITRATION  If any dispute is not resolved between the executive
officers as indicated in SECTION 15.1 above within sixty (60) days from the

<PAGE>

date on which  the  executive  officers  began  to  attempt to resolve such
dispute,  then the dispute shall be determined by arbitration  pursuant  to
the rules, then in effect, of the American Arbitration Association upon the
initiation  of either Party, and shall be settled and finally determined by
an arbitrator  mutually  acceptable  to  both  Parties.  If the Parties are
unable to agree upon a single arbitrator, each Party,  at  its own cost and
upon notice to the other Party, shall appoint one arbitrator.   If  a Party
does  not  appoint  an  arbitrator  within ten (10) Business Days after the
other Party has given notice of the name  of  its appointed arbitrator, the
single arbitrator first appointed shall be the  sole  arbitrator,  and that
arbitrator's   decision  shall  be  binding  upon  both  Parties.   If  two
arbitrators are  appointed,  they shall appoint a third arbitrator, and the
three shall resolve the question.   The appointment of the third arbitrator
shall be made within ten (10) Business  Days  following  the appointment of
the  first two arbitrators.  If the two arbitrators first appointed  cannot
agree  upon  a  third,  that  third arbitrator shall be chosen by the Chief
Judge or highest ranking judge  of  the  Superior  Court  for  the judicial
district  or  circuit  comprising  or including Wilmington, Delaware.   The
written  decision  of  any two of the arbitrators  so  appointed  shall  be
binding and conclusive on  the  Parties hereto and enforceable in any court
of competent jurisdiction.   Each of the Parties shall bear one-half of the
cost  of  appointing  the  third  arbitrator,   and  of  paying  the  third
arbitrator's  fee.   Such  arbitration  shall be conducted  in  Wilmington,
Delaware.

     15.3 LIMITATION  ON  LIABILITY.   Notwithstanding   anything   to  the
contrary  herein  contained,  neither  Party  shall be liable to the other,
whether  in  contract, in tort, or otherwise, for  any  special,  punitive,
exemplary,  indirect,   incidental  or  consequential  damages  whatsoever,
including but not limited  to,  loss of profits, business interruptions and
claims of customers or other third parties, for any reason whatsoever.


                                ARTICLE 16
                         MISCELLANEOUS PROVISIONS

16.1 NO PARTNERSHIP/JOINT VENTURE  CREATED.  The Parties hereto acknowledge
and agree that this Agreement and the activities and projects to be pursued
hereunder do not constitute a Party being an agent, partner, joint venturer
or legal representative of the other Party for any purpose whatsoever.  The
Parties hereto further acknowledge and agree that a Party is not authorized
to assume or create any obligation, liability or responsibility, express or
implied, or to execute any document  or  instrument on behalf of, or in the
name of the other Party or to bind the other  Party  in any manner, without
such  Party's prior written consent.  The Parties hereto  also  acknowledge
and agree  that  the  relationship  intended  by  this Agreement is that of
independent contractors and not just of representatives, partners, or joint
venturers.

16.2 AMENDMENTS AND WAIVERS.  No amendment, waiver,  modification or change
of  this Agreement shall be enforceable unless in writing  signed  by  both
Parties hereto.

16.3 SUCCESSORS  AND ASSIGNS.  This Agreement shall be binding upon APP and
ASI, and their respective successors and assigns.  This Agreement shall not
be assignable by either  Party hereto except with the prior written consent
of the other Party, which  consent shall not be unreasonably withheld.  Any
such assignment shall not relieve  the  assigning  Party  of its obligation
hereunder.

<PAGE>

16.4 EXECUTION  OF  ADDITIONAL  INSTRUMENTS.  Each Party hereby  agrees  to
execute  such  other  and  further  statements  of interest  and  holdings,
designations, powers of attorney and other instruments  necessary to comply
with any laws, rules or regulations.

16.5 CONSTRUCTION.  Whenever the singular number is used  in this Agreement
and  when  required by the context, the same shall include the  plural  and
vice versa,  and the masculine gender shall include the feminine and neuter
genders and vice versa.

16.6   AUDIT RIGHTS.   APP and ASI shall keep accurate books and records in
accordance with the generally  accepted  accounting principles consistently
applied  to  all  costs  and  expenses incurred  in  connection  with  this
Agreement  (and  to be included in  the  calculation  of  profit  for  each
project) and the performance  of their respective obligations hereunder and
shall, to the extent available,  obtain  receipts  for  all expenditures in
connection with such costs and expenses.  The Parties shall  have the right
at  reasonable times and with reasonable notice, to examine the  books  and
records  of  the  other  relating  to revenues and expenses included in the
calculation of Project profit.

16.7 INVALIDITY.  In the event that any of the provisions contained in this
Agreement shall be held unenforceable in any respect, such unenforceability
shall not affect any other provision of this Agreement.

16.8 ENTIRE AGREEMENT.  This Agreement  embodies  the  entire agreement and
understanding between APP and ASI and supersedes all prior  agreements  and
understandings relating to the subject matter hereof.

16.9 GOVERNING  LAW.   THIS  AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED
INTERPRETED AND ENFORCED IN ACCORDANCE WITH,  THE  SUBSTANTIVE  LAW
OF THE
STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

16.10  COUNTERPARTS.   This  Agreement  may  be  executed  in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

IN WITNESS WHEREOF, the Parties hereto, by their respective duly authorized
Representatives,  have  executed  this Agreement effective as of  the  date
first above written.



AMERICAS POWER PARTNERS, INC.           ARMSTRONG SERVICE, INC.

By:____________________________         By: ___________________________
Name: _________________________         Name: _______________________
Title:  __________________________      Title:  _________________________


<PAGE>

                                 EXHIBIT A
                        PROJECT PROFIT ALLOWCATION
                               (Section 7.2)

It is the intention of the Parties  that  insofar  as  possible  and unless
otherwise  agreed  in  writing,  project  revenues  and  profits  shall  be
allocated and distributed to the parties such that:

          (i)  Each  of  ASI  and  APP shall receive compensation for their
               respective roles (including,  without limitation, ASI's role
               in providing EOPC and O&M Services,  APP's role in providing
               project financing and administration,  as  well as the roles
               of  both parties in project development) in order  to  cover
               costs  and provide reasonable profits and/or returns to both
               parties for such efforts at market rates; and
          (ii) Remaining  profits  after  payment  of  the  compensation in
               paragraph (a) shall be shared equally between ASI and APP.

Profits  and losses will be determined and allocated to the Parties  on  an
individual  Project  basis.  All Project accounting will be performed on an
open book basis.