<PAGE> 150
EXHIBIT 10.5
SECOND MODIFICATION TO
LICENSING AGREEMENT
FOR
TURBOLATOR
Robert E. Sterling and Matthew R. Sterling hereby agree to a
second modification of the Licensing Agreement entered into with
Exhaust Technologies, Inc., in which the Sterling's received
1,000,000 shares of Exhaust Technologies, Inc. common stock, as
follows:
1) is replaced to read as follows:
Exhaust Technologies, Inc. must generate sales of the
Turbolator of $-0- in 1998, $0- in 1999, $-0- in 2000, $-0- in
2001 and $100,000 for all the years thereafter.
3) this provision is deleted
4) is added to read as follows:
This agreement is in effect for ninety-nine (99) years unless
terminated by other provisions of the agreement.
All other conditions of the original agreement remained unchanged.
Copies of the original agreement hereby attached.
/s/ Robert E. Sterling
Exhaust Technologies, Inc.
/s/ Robert E. Sterling
Robert E. Sterling
/s/ Matthew R. Sterling
Matthew R. Sterling
