DISTRIBUTION AGREEMENT

                                                                   EXHIBIT 10.13

                             DISTRIBUTION AGREEMENT


         AGREEMENT made this 22nd day of December, 1997, by and between OVATION
PRODUCTS CORPORATION, a New Hampshire corporation having its principal offices
at 6 Southgate Drive, Nashua, New Hampshire 03062 ("Supplier"), and Wilfred
Sherman, d/b/a WMS Enterprises, with principal offices at 790 Boylston Street,
Suite 11H, Boston, Massachusetts __________ ("Distributor").

         WHEREAS, Supplier is in the business of manufacturing and selling
various appliances and equipment including but not limited to, an on-site waste
water treatment system (all such appliances and equipment and each model thereof
available or offered for sale by Supplier, as each may be modified or replaced
from time to time, being referred to herein as the "Products"); and

         WHEREAS, Distributor possesses relevant market knowledge and marketing
and selling experience to sell the Products; and

         WHEREAS, Supplier and Distributor have agreed that Supplier will grant
to Distributor, and Distributor will accept, the rights to market and sell the
Products on a non-exclusive basis under the terms and conditions set forth
herein;

         NOW, THEREFORE, in consideration of the mutual understandings and
agreements contained herein, One Dollar, and other good and valuable
consideration, the receipt and sufficiency of which is hereby severally
acknowledged, the parties hereto hereby agree as follows:

         1. Grant of Rights. Supplier hereby grants to Distributor the
non-exclusive right to market and sell the Products.

         2. Term. The initial term of this Agreement shall be for a period of 60
months commencing on the first date any Product (other than a product which is
subject to the terms of that certain License and License Rider executed between
the parties dated August 21, 1997) has been manufactured with Underwriter
Laboratories approval. Thereafter, this Agreement shall be renewed for three
successive five-year periods (the initial term and each such successive term
being referred to herein as a "Contract Period"), unless Distributor, in its
sole discretion, reduces the term of this Agreement to the then current Contract
Period by written notice to Supplier executed no less than sixty (60) days prior
to the expiration of the then-current Contract Period.

         3. Prices; Shipments. The prices to be charged during the term hereof
shall be negotiated from time to time, provided however that at all times
Supplier shall offer Distributor a discount rate on all Products no less than
the best discount then being offered to, and other terms equal to the best then
being offered to, any of Supplier's customers. Supplier agrees that general
increases in its prices shall be effective upon a minimum of sixty (60) days
written notice to Distributor. All orders received by a Supplier for current
shipment (within normal lead time) prior to the effective date of the price
increase shall be at the price in effect prior to such increase.



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         4. Obligations of Distributor. Distributor covenants and agrees with,
and warrants to, Supplier that:

            (a) Distributor shall use reasonable efforts to market and promote
the sale of the Products.

            (b) Distributor, in conjunction with Supplier, shall train its
personnel in the handling, demonstration and sale of the Products, and shall
provide such support to them as is necessary or appropriate to adequately
support the Products.

            (c) Distributor shall maintain adequate liability insurance to cover
all reasonably foreseeable events and conditions connected with the operation of
its business, including but not limited to, product liability insurance, and
shall name Supplier as an additional named insured on all such insurance
policies.

         5. Obligations of Supplier. In consideration of the efforts to be made
by Distributor in marketing the Products in the Territory, Supplier covenants
and agrees with, and warrants to, Distributor that it will:

            (a) Upon the express written request of Distributor, provide
Distributor (at no cost to Distributor) with such technical and other data,
expertise, and other information, advertising materials, and literature relating
to the Products as is necessary or advisable to allow Distributor to perform
hereunder and to market the Products;

            (b) Allow personnel of Distributor to visit the plant and facilities
of Supplier and its affiliated companies for the purpose of obtaining their
assistance in explaining the practices and expertise of Supplier or its
subsidiaries or affiliates in the use and distribution of the Products, and
otherwise assist Distributor in an advisory capacity and train Distributor
personnel in the use of the Products;

            (c) Make available and sell the Products to Distributor promptly
upon receipt of Distributor's purchase orders therefor, and deliver or cause to
be delivered the Products ordered by, or in conjunction with, Distributor at its
principal office (or to such other destination as Distributor may designate from
time to time) within a reasonable period of time after the date of the order;

            (d) Render such other assistance to Distributor from time to time as
may reasonably be necessary or advisable; and

            (e) Use its best efforts to maintain the highest standards of
quality for its Products purchased, sold and distributed by Distributor.

         6. Warranties. Distributor agrees to pass through to the ultimate
consumer the Supplier's standard warranty without change or modification (which
Supplier agrees will be for a period of not less than one year from the date of


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sale to the ultimate consumer). Such warranty shall be binding