EUROTECH LTD
10-K/A, EX-10.5, 2000-12-13
HAZARDOUS WASTE MANAGEMENT
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             ACQUISITION OF THE 49% RIGHTS TO NET PROFITS AGREEMENT

                 This Acquisition of the 49% rights to net profits Agreement
        (the Agreement) is made and entered into this 27th day of February, 2000
        by and between Prof. Oleg Figovsky with offices located 3A Shimkin
        Street #l Haifa Israel 34750 (referred to herein as the ("Inventor") and
        EUROTECH Ltd., a District of Columbia corporation with offices at 1216
        16th Street, NW Washington DC 20036 USA (`Company").


                 A. Inventor is the developer of certain technologies known as
        LEM, RubCon, HNIPU, Electronic Glues and anticorrosive additives (the
        `Technology"), rights to which were sold in their entirety by the
        Inventor to the Company in accordance to the agreements previously
        signed and executed in exchange to the royalty equal to 49% of the net
        revenues generated from sales of the said technologies as provided in
        the agreements attached hereto in Exhibit A.

                 B. The Inventor and the Company believe that an amendment to
        these agreements would better reflect the nature of the ongoing and the
        future relations between the Company and the Inventor and have agreed to
        amend the original agreements as provided in paragraph (C)of this
        Agreement.

                 C. The Inventor is willing to fully waive his rights to the 49%
        net profits as stipulated in the paragraph (2) "Consideration" and all
        relevant paragraphs of the original agreements attached hereto in
        exchange to a one time sum of $235,000 (two hundred and thirty five
        thousand) paid by the Company to the Inventor within 30 days of signing
        this contract and one percent (1%) royalty from the gross revenues
        generated by the sales of the Technology for the period of the 15 years.

                  D. All other provisions of the original contracts shall stay
         the same.


                                           Company    /s/ Don V. Hahnfeldt
                                                      --------------------------
                                                      Don V. Hahnfeldt
                                                      Chief Executive Officer


                                                                     SEAL

                                           Inventor   /S/ Oleg Figovsky
                                                      --------------------------
                                                      Oleg Figovsky

        EXHIBIT A

         THE ORIGINAL AGREEMENTS ON PURCHASE OF THE TECHNOLOGY.

                 The Terms and Conditions are described in the attached
Agreements.



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