EXHAUST TECHNOLOGIES INC
SB-2/A, EX-10, 2000-08-31
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE> 151

EXHIBIT 10.6

                     SECOND MODIFICATION TO
                      LICENSING AGREEMENT
                              FOR
              PNEUMATIC HAND TOOL EXHAUST MUFFLER

     Robert E. Sterling hereby agrees to a second modification of
the Licensing Agreement entered into with Exhaust Technologies,
Inc., in which Robert E. Sterling received 3,350,000 shares of
Exhaust Technologies, Inc. common stock, as follows:

1) is replaced to read as follows:

     -    Exhaust Technologies, Inc. must generate  sales of the
          Pneumatic Hand Tool Exhaust Muffler 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 modification are
hereby attached.

/s/ Robert E. Sterling
Exhaust Technologies,  Inc.
President

/s/ Robert E. Sterling


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