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                                                                   EXHIBIT 10.58

                            DATED 24 SEPTEMBER, 2002





                              DWEER TECHNOLOGY LTD.



                                      -AND-



                                 DESALCO LIMITED





              ---------------------------------------------------

                            Distributorship Agreement
                                   relating to
                                 DWEER Products

              ---------------------------------------------------








                                [CAMPBELLS logo]
                         4th Floor, Scotiabank Building
                                 P.O. Box 884GT
                                  Grand Cayman
                                 Cayman Islands


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THIS DISTRIBUTORSHIP AGREEMENT is made on 24 September, 2002

BETWEEN:

(1)      DWEER TECHNOLOGY LTD., a Cayman Islands exempted company, the
         registered office of which is c/o Campbell Corporate Services Limited,
         4th Floor, Scotiabank Building, P.O. Box 268GT, Grand Cayman, Cayman
         Islands (hereinafter "DWEER-TECH"); and

(2)      DESALCO LIMITED, a Cayman Islands company duly incorporated in the
         Cayman Islands, the registered office of which is c/o Campbell
         Corporate Services Limited, 4th Floor, Scotiabank Building, P.O. Box
         268GT, Grand Cayman, Cayman Islands (hereinafter "DESALCO").


WHEREAS:

(A)      DWEER-Tech manufactures, markets and sells an energy recovery system
         for desalination plants under the trademarks "DWEER" and "LinX" and
         holds, inter alia, certain patents and patent applications in relation
         thereto.

(B)      DesalCo wishes to have the exclusive right to sell and distribute
         "DWEER" and "LinX" products in the Territory (as defined below).


NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

         1.1      In this Agreement, save where otherwise provided or where the
                  context otherwise requires or admits, the following terms and
                  expressions shall have the meaning set out below:


                  "AFFILIATE"               means at any time during the term of
                                            this Agreement or extension thereof
                                            with respect to a person, another
                                            person that directly, or indirectly
                                            through one or more intermediaries,
                                            controls, or is controlled by, or is
                                            under common control with, such
                                            person;

                  "PRODUCTS"                means the work-exchanger (also
                                            called pressure-exchanger)



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                                            energy-recovery systems, components
                                            and sub-components thereof for use
                                            for water desalination using the
                                            reverse osmosis process manufactured
                                            and sold by DWEER-Tech;

                  "DWEER
                  INTELLECTUAL
                  PROPERTY"                 any patent, copyright, registered or
                                            unregistered design, trade mark, or
                                            other industrial or intellectual
                                            property right subsisting worldwide
                                            in respect of the Products, and any
                                            applications for the same;

                  "PERSON"                  includes an individual, partnership,
                                            firm, company, association,
                                            unincorporated association or
                                            organisation or any entity or body
                                            of whatsoever nature including a
                                            governmental, quasi governmental,
                                            judicial or regulatory entity or any
                                            department, agency, or political
                                            subdivision thereof;


                  "TERRITORY"               means:

                                             (a)  all countries, territories and
                                                  protectorates in or bordering
                                                  on the Gulf of Mexico and the
                                                  Caribbean Sea excluding,
                                                  except as provided for in
                                                  sub-clause (c) hereof, the
                                                  mainland of Mexico, Belize,
                                                  Guatemala, Honduras,
                                                  Nicaragua, Costa Rica, Panama,
                                                  Columbia and Venezuela; and

                                             (b)  the Bahamas, Barbados, and the
                                                  Turks and Caicos Islands; and

                                             (c)  the mainland territory within
                                                  30 miles of the Gulf of Mexico
                                                  or Caribbean Sea coasts of
                                                  Mexico, Belize, Guatemala,
                                                  Honduras, Nicaragua, Costa
                                                  Rica, Panama, Columbia and
                                                  Venezuela

                                             save that the continental United
                                             States and associated United States
                                             coastal islands (e.g. Florida Keys,
                                             but not the U.S. Virgin Islands or
                                             Puerto Rico) are specifically
                                             excluded;

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                  "TRADE MARKS"             the trademarks "DWEER" and
                                            "LinX" and all other names, symbols,
                                            trade and service marks (whether
                                            registered or unregistered) used by
                                            DWEER-Tech in connection with or in
                                            relation to the Products from time
                                            to time.

         1.2      In this Agreement, save where otherwise provided or where the
                  context otherwise requires or admits:

                  (a)      references to any law or provision of law shall
                           include a reference to any law or provision of any
                           law which amends or replaces, or has amended or
                           replaced, it;

                  (b)      references to this Agreement or any other agreement
                           or document shall be construed as a reference to this
                           Agreement as the same may from time to time be
                           amended, varied or supplemented;

                  (c)      a "clause" or "schedule" is a reference to a clause
                           hereof or schedule hereto;

                  (d)      a "sub-clause" is a reference to a sub-clause of the
                           clause in which the reference appears;

                  (e)      any word, term or expression (including defined terms
                           and expressions) that imports any gender shall
                           include all genders and words and terms (including
                           defined terms and expressions) importing the singular
                           shall include the plural and vice versa.

         1.3      In this Agreement the headings are inserted for convenience
                  only and shall not affect the construction hereof.

         1.4      The schedules hereto form part of this Agreement and shall
                  have effect as if set out herein. Any reference to this
                  "Agreement" shall include the schedules.

2.       DISTRIBUTION OF PRODUCTS IN THE TERRITORY

         2.1      For the period set out in clause 9 below, DWEER-Tech hereby
                  grants DesalCo the exclusive right to distribute and sell the
                  Products in the Territory, and DesalCo agrees to act in such
                  capacity, subject to and upon the terms and conditions of this


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                  Agreement. For the avoidance of doubt, DesalCo may sell and/or
                  deliver the Products inside or outside of the Territory,
                  provided that such Products are to be installed and used
                  within the Territory.

         2.2      For the period that DesalCo has the exclusive right to
                  distribute and sell the Products in the Territory, DWEER-Tech:

                  (a)      shall not appoint any other person as a distributor
                           or agent for the Products in the Territory;

                  (b)      shall not supply the Products to any person other
                           than DesalCo or, at the request of DesalCo,
                           Affiliates of DesalCo, who, to the knowledge of
                           DWEER-Tech, intends to use or install such Products
                           in the Territory or intends to resell such Products
                           to any person who intends to use or install such
                           Products in the Territory without the prior written
                           consent of DesalCo; and

                  (c)      shall obtain a written undertaking, from all persons
                           to whom it sells the Products (other than DesalCo and
                           Affiliates of DesalCo which it supplies at the
                           request of DesalCo) that they (1) shall not use or
                           install such Products within the Territory and (2)
                           shall not resell such Products to any person who
                           intends to use or install such Products inside the
                           Territory.

         2.3      DesalCo and its Affiliates shall during the term of this
                  Agreement:

                  (a)      not obtain the Products for resale from any person
                           other than DWEER-Tech;

                  (b)      not obtain any goods which compete with the Products;

                  (c)      not be concerned or interested, either directly or
                           indirectly, in the design, manufacture, distribution,
                           marketing or sale of any goods which compete with the
                           Products;

                  (d)      not sell the Products to any person who, to the
                           knowledge of DesalCo or its Affiliates, intends to
                           use or install such Products in any country which is
                           outside the Territory or intends to resell such
                           Products to any person who intends to use or install
                           such Products outside the Territory; and

                  (e)      obtain a written undertaking from all persons to whom
                           it sells the Products that they (1) shall not use or
                           install such Products outside the Territory and (2)



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                           shall not resell such Products to any person who
                           intends to use or install such Products outside the
                           Territory.

         2.4      Any energy-recovery devices (including pressure-exchangers or
                  work-exchangers) for water desalination using the reverse
                  osmosis process to be installed on reverse osmosis
                  desalination units with a brine flowrate of less than 880 US
                  gallons per minute (200 m3/hour) shall be deemed to be goods
                  which do not compete with the Products.

         2.5      DesalCo shall be entitled to describe itself as DWEER-Tech's
                  "authorised exclusive distributor" for the Products in the
                  Territory but it shall not hold itself out as DWEER-Tech's
                  agent for sales of the Products or as being entitled to bind
                  DWEER-Tech in any way.

         2.6      DesalCo shall not without the express written permission of
                  DWEER-Tech sell through a sales agent or to a sub-distributor
                  any Products which it purchases from DWEER-Tech.

         2.7      Nothing in this Agreement shall entitle DesalCo to;

                  (a)      any priority of supply in relation to the Products as
                           against DWEER-Tech's other distributors or customers;

                  (b)      any right or remedy against DWEER-Tech if any Product
                           is sold, installed, or used in the Territory by any
                           person other than DesalCo or its Affiliates, provided
                           that DWEER-Tech can show that it has obtained the
                           written undertaking required by sub-clause 2.2(c)
                           above and further provided that DWEER-Tech shall, at
                           the request and expense of DesalCo, take all such
                           steps as DesalCo may reasonably require to assist
                           DesalCo in preventing the installation, use or resale
                           of such Products in the Territory.

         2.8      DWEER-Tech shall not have any right or remedy against DesalCo
                  if any Product is sold, installed or used outside the
                  Territory by any person to whom DesalCo or its Affiliates have
                  supplied Products, provided that DesalCo can show that it has
                  obtained the written undertaking required by clause 2.3(e)
                  above and further provided that DesalCo shall, at the request
                  and expense of DWEER-Tech, take all such steps as DWEER-Tech
                  may reasonably require to assist DWEER-Tech in preventing the
                  installation, use or resale of such Products outside the
                  Territory.


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3.       SUPPLY OF PRODUCTS

         3.1      DWEER-Tech shall use its reasonable endeavours to supply the
                  Products to DesalCo in accordance with DesalCo's orders from
                  time to time and to deliver the same in accordance with
                  DesalCo's directions.

         3.2      DWEER-Tech shall not be under any obligation to continue the
                  manufacture of all or any of the Products, and shall be
                  entitled to make such alterations to the specifications of the
                  Products as it may think fit from time to time and may, as it
                  thinks fit from time to time, change, amend or replace any
                  trademark used in relation to the Products (including, without
                  limitation, the Trade Marks).

         3.3      The prices for each order of Products to be supplied under
                  this Agreement shall be at least as good as and shall not be
                  more than the lowest price charged by DWEER-Tech for
                  comparable orders of Products by other persons.

         3.4      Each order for Products by DesalCo shall be in writing and
                  shall constitute a separate contract and payment for such
                  Products shall be made by DesalCo without deduction or
                  set-off. The standard terms and conditions of sale of
                  DWEER-Tech from time to time shall apply to all sales of the
                  Products to DesalCo except to the extent that any of the same
                  is inconsistent with any of the provisions of this Agreement,
                  in which case the latter shall prevail, and subject to any
                  modifications thereto agreed to in writing between DesalCo and
                  DWEER-Tech.

         3.5      Prior to acceptance of an order, DesalCo shall provide
                  DWEER-Tech with comprehensive accurate drawings and plans
                  showing the manner in which Products will be incorporated into
                  and installed in the relevant desalination plant. DesalCo
                  shall give due regard to any observations or comments made by
                  DWEER-Tech in relation thereto provided that DWEER-Tech shall
                  not thereby incur any liability to DesalCo. DWEER-Tech's
                  observations and comments shall be limited to compatibility of
                  the Products with the relevant desalination plant. Save as
                  agreed in writing by DWEER-Tech, DWEER-Tech shall not be
                  liable or responsible for the design, operation or functioning
                  of any desalination plants.



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4.       MARKETING AND USE OF THE PRODUCTS

         4.1      DesalCo shall use its best endeavours to promote the sale and
                  use of the Products throughout the Territory and to satisfy
                  market demand therefor.

         4.2      DesalCo shall be entitled, subject to the terms of this
                  Agreement, to promote and market the Products in the Territory
                  in such manner as it may think fit, and in particular shall be
                  entitled to resell the Products to its customers on such terms
                  and at such prices as it may determine.

         4.3      DesalCo shall maintain such stocks of parts for the Products
                  as may be necessary to meet its customers' requirements.

         4.4      In connection with the promotion, marketing and the sale of
                  the Products, DesalCo shall:

                  (a)      make clear, in all dealings with its customers and
                           prospective customers, that it is acting as
                           distributor of the Products and not as agent of
                           DWEER-Tech;

                  (b)      comply with all legal requirements from time to time
                           in force relating to the storage and sale of the
                           Products;

                  (c)      use only such advertising, promotional, and selling
                           materials as are approved in writing by DWEER-Tech;

                  (d)      provide an after sale service for customers in
                           relation to the Products on terms to be agreed from
                           time to time between DesalCo and DWEER-Tech; and

                  (e)      advise DWEER-Tech of projected sales of Products as
                           early as reasonably possible.

         4.5      DWEER-Tech shall, from time to time, provide DesalCo with such
                  samples, catalogues, brochures, and up to date information
                  concerning the Products as DWEER-Tech may consider reasonably
                  appropriate in connection with the sale of the Products in the
                  Territory, and DWEER-Tech shall endeavour to answer as soon as
                  practicable any technical enquiries concerning the Products
                  which are made by DesalCo or its customers.



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         4.6      DesalCo shall use its best endeavours to enable DWEER-Tech to
                  conduct testing and experimentation of Products on plants
                  owned or operated by DesalCo or its Affiliates at which
                  Products are installed provided that DWEER-Tech shall
                  indemnify and save harmless DesalCo from any costs, expenses,
                  loss or damage, of whatever type and howsoever caused arising
                  from or relating to such tests or experiments.

5.       INTELLECTUAL PROPERTY

         5.1      DWEER-Tech hereby authorises DesalCo to use the Trade Marks in
                  the Territory on or in relation to the Products for the
                  purposes only of exercising its rights in performing its
                  obligations under this Agreement and DWEER-Tech shall not so
                  authorise any other person, firm or company provided that
                  DWEER-Tech may prohibit by notice in writing to DesalCo any
                  particular use of the Trade Marks which in the opinion of
                  DWEER-Tech damages the goodwill of DWEER-Tech in such Trade
                  Marks.

         5.2      DesalCo shall ensure that each reference to and use of any of
                  the Trade Marks by DesalCo is in a manner, from time to time,
                  approved by DWEER-Tech and, if requested, accompanied by an
                  acknowledgement, in a form approved by DWEER-Tech, that the
                  same is a trade mark (or registered trade mark as the case may
                  be) of DWEER-Tech.

         5.3      DesalCo shall not:

                  (a)      make any unauthorised modifications to the Products;

                  (b)      alter, remove, or tamper with any Trade Marks,
                           numbers or other means of identification used on or
                           in relation to the Products;

                  (c)      use any of the Trade Marks in any way that might
                           prejudice their distinctiveness or validity;

                  (d)      use in relation to the Products any trade marks other
                           than the Trade Marks without first obtaining the
                           prior written consent of DWEER-Tech; or

                  (e)      use in the Territory any trade marks or trade names
                           so resembling any Trade Marks or the trade names of
                           DWEER-Tech as to be likely to cause confusion or
                           deception.



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         5.4      Except as provided in clause 5.1, DesalCo shall have no rights
                  in relation to any of the Trade Marks or the goodwill
                  associated therewith, and DesalCo hereby acknowledges that,
                  except as expressly provided in this Agreement, it shall not
                  acquire any rights in respect thereof and that all such rights
                  and goodwill are, and shall remain, vested in DWEER-Tech, and
                  that all rights and benefits arising from the use of the Trade
                  Marks by DesalCo shall accrue to and be for the benefit of
                  DWEER-Tech.

         5.5      DesalCo shall, at the request and expense of DWEER-Tech, take
                  all such reasonable steps as DWEER-Tech may reasonably require
                  to assist DWEER-Tech in maintaining the validity and
                  enforceability of any DWEER Intellectual Property during the
                  term of this Agreement.

         5.6      DesalCo shall, at the request and expense of DWEER-Tech,
                  execute such agreements or licences in respect of the use of
                  the Trade Marks in the Territory as DWEER-Tech may reasonably
                  require, provided that the provisions thereof shall not be
                  more onerous or restrictive than the provisions of this
                  Agreement.

         5.7      DesalCo shall not, during the term of this Agreement,
                  challenge the validity of any DWEER Intellectual Property.

         5.8      DesalCo shall not do or authorise any third party to do any
                  act which would or might invalidate or be inconsistent with
                  any DWEER Intellectual Property and shall not omit or
                  authorise any third party to omit to do any act which, by its
                  omission, would have that effect or character.

         5.9      DesalCo shall promptly and fully notify DWEER-Tech of any
                  actual threatened or suspected infringement in the Territory
                  of any DWEER Intellectual Property which comes to DesalCo's
                  notice, and of any claim by any third party so coming to its
                  notice that the importation of the Products into the
                  Territory, or their sale therein, infringes any rights of any
                  other person, and DesalCo shall at the request and expense of
                  DWEER-Tech do all such things as may be reasonably required to
                  assist DWEER-Tech in taking or resisting any proceedings in
                  relation to any such infringement or claim.


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6.       CONFIDENTIALITY

         6.1      Except as provided by clauses 6.3 and 6.4 below, DesalCo and
                  any Affiliate thereof shall at all times during the
                  continuance of this Agreement and thereafter:

                  (a)      use its best endeavours to keep all Restricted
                           Information (as defined below) confidential and
                           accordingly shall not disclose any Restricted
                           Information to any other person; and

                  (b)      not use any Restricted Information for any purpose
                           other than the performance of its obligations under
                           this Agreement.

         6.2      "Restricted Information" means any information:

                  (a)      which is disclosed to DesalCo by DWEER-Tech pursuant
                           to or in connection with this Agreement (whether
                           orally or in writing); or

                  (b)      which relates to the Products and which comes into
                           the knowledge, possession or control of DesalCo
                           pursuant to this Agreement;

                  regardless of whether or not such information is expressly
                  stated to be confidential or marked as such.

         6.3      Notwithstanding clauses 6.1 and 6.2 above, any Restricted
                  Information may be disclosed by DesalCo to:

                  (a)      any customers or prospective customers;

                  (b)      any governmental or other authority or regulatory
                           body;

                  (c)      any employees or Affiliates of DesalCo;

                           to the extent only as is required for the purposes
                           contemplated by this Agreement, or as is required by
                           law and subject in each case to DesalCo using its
                           best endeavours to ensure that the person in question
                           keeps the same confidential and does not use the same
                           except for the purposes for which the disclosure is
                           made.

         6.4      Any Restricted Information may be used by DesalCo or its
                  Affiliates for any purpose, or disclosed by DesalCo to any
                  other person, to the extent only that it is, at the date
                  hereof, or hereafter, is or becomes public knowledge through


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                  no fault of DesalCo or its Affiliates (provided that in doing
                  so DesalCo and its Affiliates shall not disclose any
                  Restricted Information which is not public knowledge).

         6.5      Any press releases, learned papers or similar publications
                  made by DWEER-Tech or Dr. William T. Andrews that make
                  reference to DesalCo or its Affiliates or plants owned or
                  operated by DesalCo or its Affiliates shall be approved in
                  advance by DesalCo provided that such approval shall not be
                  unreasonably withheld and shall be given in a sufficiently
                  timely manner.

7.       REPRESENTATIONS, WARRANTIES AND LIABILITY

         7.1      Subject as herein provided DWEER-Tech warrants to DesalCo
                  that:

                  (a)      all the Products supplied hereunder shall be of
                           satisfactory quality and shall comply with any legal
                           or other specification, agreed for them;

                  (b)      it is not aware of any rights of any third party in
                           the Territory which would or might render the sale of
                           the Products, or the use of any of the Trade Marks on
                           or in relation to the Products, unlawful.

         7.2      In the event of any breach of DWEER-Tech's warranty in clause
                  7.1 above (whether by reason of defective materials,
                  production faults or otherwise) DWEER-Tech's liability shall
                  be limited to:

                  (a)      replacement of the Products in question; or

                  (b)      at DWEER-Tech's option, repayment of the purchase
                           price therefor (where this has been paid).

         7.3      Notwithstanding anything to the contrary in this Agreement,
                  DWEER-Tech shall not be liable to DesalCo by reason of any
                  representation or implied warranty, condition or other term or
                  any duty at common law, or under the express terms of this
                  Agreement, for any consequential loss or damage (whether for
                  loss of profit or otherwise and whether occasioned by the
                  negligence of DWEER-Tech or its employees or agents or
                  otherwise) arising out of or in connection with any act or
                  omission of DWEER-Tech relating to the manufacture or supply
                  of the Products, their resale by DesalCo or their use by any
                  customer.

         7.4      Each party hereto represents and warrants to the other that:


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                  (a)      It is a validly existing company in good standing
                           under the laws of its jurisdiction of incorporation
                           and is duly qualified as necessary to carry on its
                           business in the jurisdictions in which such business
                           is carried on; and

                  (b)      this Agreement has been duly authorised, executed and
                           delivered by it and is a valid and legally binding
                           obligation of it enforceable in accordance with its
                           terms.

8.       FORCE MAJEURE

         8.1      If either party's performance of this Agreement is affected by
                  Force Majeure (as defined below) it shall forthwith notify the
                  other party of the nature and extent thereof.

         8.2      Neither party shall be held to be in breach of this Agreement,
                  or otherwise be liable to the other, by reason of any delay in
                  its performance, or non performance, of any of its obligations
                  under this Agreement to the extent that such delay or non
                  performance is due to Force Majeure of which it is notified to
                  the other party, and the time for performance of such
                  obligations shall be extended accordingly.

         8.3      If the Force Majeure in question prevails for a continuous
                  period in excess of 180 days, the parties shall enter into
                  bona fide negotiations with a view to alleviating its effects,
                  or to agreeing such alternative arrangements as may be fair
                  and reasonable, and if no agreement is reached between the
                  parties with respect thereto within 30 days, then either party
                  may upon giving written notice to the other, terminate this
                  Agreement without prejudice to any rights, remedies or
                  obligations which have accrued prior to termination.

         8.4      "Force Majeure" means, in relation to either party, any
                  circumstances beyond the reasonable control of that party
                  (including, without limitation, acts of god, war, strike, lock
                  out, go slow, work to rule or other form of industrial action,
                  fire, flood, civil disturbance, or government intervention or
                  government failure to act).

9.       DURATION AND TERMINATION

         9.1      This Agreement shall come into force on the date of this
                  Agreement and, subject as provided in clauses 9.2, 9.3 and 9.4
                  below, shall continue in force until 31st October, 2009


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                  whereupon it shall terminate unless previously renewed or
                  extended by the mutual written agreement of the parties
                  hereto.

         9.2      DWEER-Tech shall be entitled to terminate this Agreement if:

                  (a)      DesalCo fails to diligently promote the sale of and
                           the use of the Products throughout the Territory
                           provided that DesalCo does not have to offer to sell
                           or sell the Products to competitors that are bidding
                           in connection with the construction or expansion of
                           desalination projects in the Territory in connection
                           with which DesalCo or any of its Affiliates is also
                           bidding (but DesalCo may do so at its sole and
                           absolute discretion); or

                  (b)      DesalCo at any time challenges the validity of all of
                           any of the DWEER Intellectual Property;


                  provided that DesalCo fails to remedy the same within 30 days
                  after receipt of written notice giving full particulars of the
                  breach and requiring it to be remedied.

         9.3      DesalCo may, at any time, terminate this Agreement upon one
                  (1) month's prior written notice to DWEER-Tech.

         9.4      Either party shall be entitled forthwith to terminate this
                  Agreement by written notice to the other (subject to clause
                  3.4 above) if:

                  (a)      that other party commits any material breach of any
                           of the provisions of this Agreement and, in the case
                           of a breach capable of remedy, fails to remedy the
                           same within 30 days after receipt of a written notice
                           giving full particulars of the breach and requiring
                           it to be remedied;

                  (b)      an encumbrancer takes possession or a receiver is
                           appointed over any of the property or assets of that
                           other party;

                  (c)      that other party makes any voluntary arrangement with
                           its creditors or goes into winding up or liquidation
                           (except for the purposes of amalgamation or
                           reconstruction and in such manner that the company
                           resulting therefrom effectively agrees to be bound by
                           or assume the obligations imposed on that other party
                           under this Agreement);



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                  (d)      anything analogous to any of the foregoing under the
                           law of any jurisdiction occurs in relation to that
                           other party; or

                  (e)      that other party ceases, or threatens to cease, to
                           carry on business.

         9.5      For the purposes of clause 9.4 above, a breach shall be
                  considered capable of remedy if the party in breach can comply
                  with the provision in question in all respects other than as
                  to the time of performance (provided that time of performance
                  is not of the essence).

         9.6      Any waiver by either party of a breach of any provision of
                  this Agreement shall not be considered as a waiver of any
                  subsequent breach of the same or any other provision thereof.

         9.7      The rights to terminate this Agreement given by this clause 9
                  shall be without prejudice to any other right or remedy of
                  either party in respect of the breach concerned (if any) or
                  any other breach.

10.      CONSEQUENCE OF TERMINATION OR EXPIRATION


         Upon termination of this Agreement for any reason:

         10.1     the terms of this Agreement shall continue in full force for
                  so long as is required and to the extent and insofar as is
                  necessary to allow DesalCo to complete any binding contracts
                  for the sale of the Products in effect at the date of
                  termination and any bids, offers, quotations and/or proposals
                  made by DesalCo to other persons prior to termination of this
                  Agreement which have been accepted before termination of this
                  Agreement or are capable of being accepted after termination
                  of this Agreement provided that, for the avoidance of doubt
                  and notwithstanding the foregoing, the provisions of clauses
                  2.1, 2.2 and 2.5 above shall cease to apply forthwith upon
                  termination of this Agreement;

         10.2     DesalCo shall cease to promote, market or advertise the
                  Products or to make any use of the Trade Marks other than for
                  the purpose of selling existing stock consisting of the
                  Products and for such purpose only and to such extent the
                  provisions of this Agreement shall continue in full force and
                  effect;



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         10.3     the provisions of clause 6, and any other clauses which are
                  intended to survive the termination of this Agreement, shall
                  continue in force in accordance with their respective terms
                  notwithstanding termination of this Agreement;

         10.4     DesalCo shall have no claim against DWEER-Tech for
                  compensation for loss of distribution rights, loss of goodwill
                  or any similar loss;

         10.5     subject to as otherwise provided herein and to any rights,
                  remedies or obligations which have accrued prior to
                  termination, neither party shall have any further obligation
                  to the other under this Agreement.

11.      MISCELLANEOUS PROVISIONS

         11.1     DWEER-Tech may assign this Agreement and its rights hereunder
                  to any purchaser or transferee of the DWEER Intellectual
                  Property and any such assignee shall serve on DesalCo an
                  instrument in writing agreeing to be bound by the relevant
                  provisions of this Agreement whereon DWEER-Tech and DesalCo
                  shall be released from their respective obligations hereunder
                  and their respective rights hereunder shall be cancelled,
                  DesalCo shall assume and acquire obligations and rights in
                  relation to such assignee identical to those from which
                  DesalCo was released and which were cancelled by DesalCo as
                  aforesaid and the assignee shall assume and acquire
                  obligations and rights in relation to DesalCo identical to
                  those from which DWEER-Tech was released and which were
                  cancelled by DWEER-Tech as aforesaid.

         11.2     DWEER-Tech shall be entitled to perform any of the obligations
                  undertaken by it and to exercise any of the rights granted to
                  it under this Agreement through any Affiliate and any act or
                  omission of any such Affiliate shall for the purposes of this
                  Agreement be deemed to be the act or omission of DWEER-Tech.

         11.3     DesalCo may assign this Agreement to any Affiliate, but
                  otherwise DesalCo may not without the prior written consent of
                  DWEER-Tech assign, mortgage, charge (otherwise than by
                  floating charge) or dispose of any of its rights hereunder, or
                  subcontract or otherwise delegate any of its obligations
                  hereunder.

         11.4     Nothing in this Agreement shall create or be deemed to create
                  a partnership or relationship of principal and agent or
                  employer and employee between the parties.



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<PAGE>

         11.5     This Agreement contains the entire agreement between the
                  parties with respect to the subject matter hereof, supersedes
                  all previous agreements and understandings between the parties
                  with respect hereto, and may not be modified except by an
                  instrument in writing signed by the duly authorised
                  representatives of the parties.

         11.6     Each party acknowledges that in entering into this Agreement
                  it does not do so on the basis of, and does not rely on, any
                  representation, warranty or other provision except as
                  expressly provided herein, and all conditions, warranties, or
                  other terms implied by statute or common law are hereby
                  excluded to the fullest extent permitted by law.

         11.7     If any provision of this Agreement or any agreement entered
                  into pursuant hereto is or becomes illegal, invalid or
                  unenforceable in any jurisdiction, that shall not affect:-

                  (a)      the validity or enforceability in that jurisdiction
                           of any other provision of this Agreement or such
                           other agreement; or

                  (b)      the validity or enforceability in other jurisdictions
                           of that or any other provision of this Agreement or
                           such other agreement.

12.      JURISDICTION

         This Agreement shall be governed by and construed in all respects in
         accordance with the laws of the Cayman Islands and each party hereby
         submits to the non-exclusive jurisdiction of the Cayman Islands Courts.

13.      NOTICES

         All notices or other communications required or permitted to be given
         hereunder shall be in writing and shall be served by delivering the
         same by hand or by sending the same by facsimile or reputable courier
         service and shall be deemed given, if sent by hand, when delivered, if
         sent by facsimile, upon the date stated in the transmission report or,
         if sent by courier service, on delivery by the relevant courier
         service, in each case, to the address set out below or such other
         address as is notified by the relevant person from time to time,
         provided that a notice given in accordance with the above but received
         on a non-working day or after business hours in the place of receipt
         shall only be deemed to be given on the next working day in that place:



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<PAGE>

         13.1     if to DWEER-Tech:

                  48 Par-la-Ville Road, Suite 381
                  Hamilton HM 11, Bermuda
                  Attention:  Managing Director
                  Facsimile No:+1 (441) 292-2024

         13.2     if to DesalCo

                  48 Par-la-Ville Road, Suite 381
                  Hamilton HM 11, Bermuda
                  Attention:  Managing Director
                  Facsimile No:+1 (441) 292-2024


AS WITNESS whereof the parties have hereto set their hands the day and year
first before written.


SIGNED FOR AND ON BEHALF OF                 )
DESALCO LIMITED by                          )
William T. Andrews, Managing Director       )
in the presence of:                         )


                                        /s/ WILLIAM ANDREWS
                                        --------------------------------------
                                        William T. Andrews, Managing Director

/s/ DONNA STAMPER
----------------------------------
Witness
Witness name: Donna Stamper
Address: 95 South Road, Paget, Bermuda
Occupation: Administration Manager




SIGNED FOR AND ON BEHALF OF                 )
DWEER TECHNOLOGY LTD. by                    )
Margaret D. Andrews, Director               )
in the presence of:                         )

                                        /s/ MARGARET ANDREWS
                                        --------------------------------------
                                        Margaret D. Andrews, Director

/s/ DEREK WOOLLEY
----------------------------------
Witness
Witness name: Derek Woolley
Address: 32 Bostock Hill East, Paget, Bermuda
Occupation: Engineering Manager




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