AGREEMENT


This agreement is made this 20th day of November, 1999, by and between
Enviro-Recovery, Inc. ("Enviro"), having corporate offices at 2200 East Lake
Shore Drive, Ashland, WI 54806, USA, and the companies, FundAmazon, with its
corporate offices at Conj.Eoclides Figoeido, Rua "J" no 15- Belem, Para, Brazil,
tax registration # 83.340.992/001-23 and Eco-Wood, Ltd. ("Eco- Wood") with its
corporate offices at Rua Tancredo Neves 500-Breves Para, Brazil, tax
registration # 02.432.567/001-62.

FundAmazon and Eco-Wood represent the following:

         1. FundAmazon, a non-profit Brazilian company, has the sole license
granted by the State of Para and IBAMA ("Para licenses") in existence for
recovering wood in the State of Para from the Amazon River and all bodies of
fresh water connected to or part of the Amazon River ("Amazon River System"). No
companies or organizations other than FundAmazon have been granted a license or
awarded a contract to extract wood from the Amazon River System by any Brazilian
government agency except for Lake Tucurui.

         2. FundAmazon has granted rights to recover wood from the Amazon River
System in the state of Para to Eco-Wood, Ltd., a commercial Brazilian company by
contract ("sublicense") and has not granted recovery rights to any other party.
Therefore, Eco-Wood is the only company that can legal recover wood from the
Amazon River in the state of Para.

         3. FundAmazon and Eco-Wood have the authority to grant sublicenses to
recover wood from the Amazon River in the State of Para and the licenses are
assignable to third parties.

         4. The licenses held by FundAmazon effectively preclude any company
from obtaining a license to extract wood from the Amazon River System and
further that these licenses give FundAmazon the first rights to salvage wood
from the Amazon River.

         5. Eco-Wood is currently recovering wood from the activated areas of
the Para licenses. The area of the Amazon River System covered by the activated
area of the licenses include all rivers in the State of Para.

         6.       The mill operated by Eco-Wood can receive an international
certification equivalent to FSC or Smartwood certification after correcting
minor discrepancies.

         7. Based on the density of logs in the Amazon River estimated from
salvage operations, Eco-Wood and FundAmazon project that the areas in the Amazon
River covered by the activated part of their licenses contain from 10 to 60
million cubic meters of logs.

WHEREAS, Enviro has developed a business in processing and selling salvaged
underwater wood.



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AND WHEREAS, Enviro has developed techniques to locate submersed logs and tree
with the help of sidescan sonar.

NOW, the parties hereby agree as follows:

         1.       The parties shall prepare and execute an acquisition agreement
containing the following terms:

                  (a) Upon execution of the acquisition agreement, a Brazilian
                  subsidiary of Enviro ("the Subsidiary") will acquire the
                  assets of Eco-Wood (including FundAmazon/Eco-Wood contracts,
                  licenses, license rights, and other intangible assets) and
                  Eco-Wood will grant the sole sublicense to Enviro-Recovery,
                  Inc. for recovering wood from the Amazon River, Inc.

                  (b)      Enviro will transfer 3,000,000 shares of common stock
                  to Eco-Wood using the following schedule

                           (i)      1,000,000 shares upon execution of
                  acquisition agreement;

                           (ii)     1,000,000 shares one year from the date of
                  the acquisition agreement;

                           (iii)    1,000,000 shares two years from the date of
                  the acquisition agreement;

                           (iv) the stock will be restricted for not less than
                  one year depending on U.S. securities laws and its issuance
                  contingent upon Enviro being the only company that can salvage
                  wood from the Amazon River System in the state of Para from
                  the date of this agreement until the stock is issued.

                  (c) As long as Enviro is the only company that can legally
                  recover wood from the Amazon River System with the exception
                  of Lake Tucurui, Enviro shall pay Eco-Wood a royalty of 2% of
                  net payments received for wood retrieved under this license
                  and sold by the Subsidiary. Royalties shall be paid quarterly
                  and shall be subject to adjustment based on receipt of payment
                  and deductions, bad debt, etc.

                  (d) Options to Eco-Wood for 1,200,000 shares to be granted at
                  $.20 when a sole license is granted to Enviro for recovery of
                  logs from the Amazon River System, state of Para and that
                  FundAmazon provides Enviro with license documentation to
                  support that Enviro is the only company that can recover wood
                  from the Amazon River System in the State of Para. FundAmazon
                  will meet the documentation requirement upon Enviro confirming
                  that the federal and state licenses or appropriate
                  legislation, regulations, etc. represent that any competitor
                  that wants to recover wood from the Amazon River must obtain
                  the permission of FundAmazon or show that FundAmazon can stop
                  the competitor by starting a salvage option in the part of the




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                  river that the competitor applied for recovery rights
                  ("documentation requirements"). The documentation,
                  validity and support must be acceptable, in terms of content
                  and length of time, in the judgment of Enviro ("agreeable
                  license terms") for the Options to be granted. The Options
                  shall not be granted if the documentation requirements or
                  agreeable license terms are not met within 18 months of this
                  agreement. After the options are granted, options for
                  purchasing 200,000 shares shall vest every 12 months after the
                  options are granted. The options shall be exercisable for 2
                  years after the options vest. If another company legally
                  recovers wood from the Amazon River in the State of Para all
                  unexercised options expire.

                  (e) Options to Eco-Wood for 1,200,000 shares to be granted at
                  $.20 when a sole license is granted to Enviro for removal of
                  logs from the Amazon River System, state of Amazonia and that
                  FundAmazon provides Enviro with license documentation to
                  support that Enviro is the only company that can recover wood
                  from the Amazon River System in the State of Para. FundAmazon
                  will meet the documentation requirement upon Enviro confirming
                  that the federal and state licenses or appropriate
                  legislation, regulations, etc. represent that any competitor
                  that wants to recover wood from the Amazon River must obtain
                  the permission of FundAmazon or shows that FundAmazon can stop
                  the competitor by starting a salvage operation in the part of
                  the river that the competitor applied for recovery rights
                  ("documentation requirements"). The documentation, validity
                  and support must be acceptable, in terms of content of length
                  of time, in the judgment of Enviro ("agreeable license terms")
                  for the Options to be granted. The Options shall not be
                  granted if the documentation requirements or agreeable license
                  terms are not met within 18 months of this agreement. After
                  the options are granted, options for purchasing 200,000 shares
                  shall vest every 12 months after the options are granted. The
                  options shall be exercisable for 2 years after the options
                  vest. If another company legally recovers wood from the Amazon
                  River in the State of Amazonia all unexercised options expire.

                  (f) Eco-Wood has the right to retain its name and legal
                  identity.

                  (g) Eco-Wood shall have the right of first refusal to
                  reacquire license rights at fair market value if Enviro or,
                  its assignee, ceased at it's volition for reasons other than
                  economic, legal or political to recover logs under this
                  license for a continuous period of six months. This first
                  right of refusal extends until two years from the date that
                  the acquisition agreement is executed.

                  (h) Enviro cannot reassign the license to a non-affiliated 3rd
                  party during the period when shares in item (b) above are not
                  issued without the written consent of Eco-Wood which shall not
                  be withheld unreasonably.

                  (i) Enviro agrees to meet all requirements as specified in the
                  licenses for recovering wood from the Amazon River.




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                  (j) FundAmazon and Eco-Wood agree to keep all required
                  licenses for wood recovery current and active and to ensure
                  that the licenses are renewed so there is no period during
                  which all licenses are not active.

                  (k) Enviro or its subsidiary have the rights to act as a power
                  of attorney for FundAmazon or Eco-Wood if FundAmazon or
                  Eco-Wood are not take the necessary steps to maintain or renew
                  the licenses to recover wood from the Amazon River System.

         2.       Both parties shall proceed expeditiously to prepare and to
execute the acquisition agreement.

         3.       Enviro may terminate or abandon this agreement, at any time,
if

                  (a)      Eco-Wood or FundAmazon is in material default or
                  breach of the terms hereof or is in default in the due and
                  timely performance of any of its covenants and agreements
                  contained herein (including, but not limited to,

                           (i)      the recovery license cannot be transferred
                  or sublicensed to Enviro,

                           (ii)     the recovery license is not or will not be
                  exclusive to Enviro other than because Enviro did not act as
                  required or permitted,

                           (iii) the recovery license is terminable by any party
                  or government authority for any reason other than failure to
                  retrieve logs by Enviro for greater than six months,

                           (iv)     the recovery license is terminated other
                  than because of a breach or failure to act by Enviro,

                           (v)      the assets of Eco-Wood are not previously
                  represented,

                           (vi)     Enviro or its subsidiary are prohibited from
                  conducting business in Brazil,

                           (vii) Enviro is unable to account for its assets
                  acquired from Eco-Wood on a consolidated basis as required by
                  United States law or GAAP through no fault of its own), and
                  the default cannot be cured within a reasonable time, or

                  (b) the representations and warranties of Eco-Wood or
                  FundAmazon given to Enviro are not true and correct at any
                  time before the entry into an asset purchase agreement.

         4.       Enviro and Eco-Wood/FundAmazon may terminate this agreement if
an asset purchase agreement is not entered into by July 1, 2000.




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In Witness whereof, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives on the date first written above.


----------------------------                      ----------------------------
John Vallosa                                      Gregory J. Grambow
President                                         Chief Executive Officer
FundAmazon                                        Enviro-Recovery, Inc.


----------------------------                      ----------------------------
Don Davis                                         Josue Matos
Director and Officer                              Director and Officer
Eco-Wood Ltd.                                     Eco-Wood Ltd.