EXHIBIT 10.05
                            FHP MANUFACTURING COMPANY
                                  OEM AGREEMENT


This  agreement,  effective the 5th day of February,  2001 is by and between FHP
MANUFACTURING  Company (FHP) with its principal place of business at 601 NW 65th
Court, Ft. Lauderdale,  Florida 33309 and having its principal place of business
at in the State / Country of ______________. WHEREAS, FHP manufactures and sells
certain  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. FOR DEMARCO ENERGY SYSTEMS PATENTED APPLICATIONS ONLY.

         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.

        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 (1) year on all parts and an additional (8) month on the
compressor. The effective date of this warranty shall be the completion of
installation of Equipment or sixty (60) days from the actual shipment of the
Equipment from the factory, whichever is earlier. 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. FHP assumes no obligation for labor required to replace the defective
part or parts nor for freight or postage 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 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 merchant ability 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, resulting from FHP's defective design
or manufacture of the Equipment.

        6.  PRODUCT CHANGES. FHP reserves the right for 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.


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       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.




OEM Purchase Multipliers:

1.       .33 one year all parts additional (8) months on compressor



                                         DeMarco Energy Systems of America, Inc.


Date:     February 5, 2001               By:/S/ Victor M. DeMarco
      ----------------------------          -------------------------------
                                            Victor M. DeMarco, President/CEO



                                         FHP MANUFACTURING Company


Date:     February 5, 2001               By:/S/ Chris Smith
      ----------------------------          -------------------------------
                                            Chris Smith, VP Sales/Marketing

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