Exhibit 10.8

                        INSITUFORM OF NORTH AMERICA, INC.

                                                    c/o Schulman Berlin & Davis
                                                    555 Madison Avenue
                                                    New York, New York 10022

                                 August 4, 1980

S. Ledford
W. Ledford
A. Lang

Gentlemen:

         We would like to confirm our  Agreement  reached  with you  relating to
potential  licensees  of the  Insituform  Patents and  Technology  in the United
States.

         You have undertaken to form SAW Associates, a Limited partnership which
will seek out potential  Licensees for the Insituform Process who appear to meet
our requirements for Insituform Licensees in the United States.

         We retain the absolute  right to  determine  whether we wish to grant a
license to any  potential  licensee  that you may introduce and to determine the
size and  territory  and terms and  conditions on which we may decide to grant a
license.

         If we do decide to grant an Insituform License to a licensee introduced
by you to us we agree that you will be compensated for your efforts in effecting
the introduction as follows:

         (a)      During  the  first  24  months  of his  license,  you  will be
                  entitled to a payment  equivalent to 1% of the total  contract
                  value of all  contracts  involving  the use of the  Insituform
                  Process,  as determined  by us and  undertaken by the Licensee
                  that you have introduced.

         (b)      You will be entitled to a payment  equivalent  to 1/2 of 1% of
                  the total contract value of all contracts involving the use of
                  the  Insituform  Process as determined by us and undertaken by
                  the Licensee that you have  introduced  during the period from
                  the commencement of the 25th month of the License period until
                  the License  ends through  effluxion of time or is  terminated
                  earlier.

All  payments  to you as set out above will be made to the  limited  partnership
when we have  received  the  appropriate  royalty  return and  payment  from the
Licensee for the royalty period concerned.

         If we decide not to grant a License to a potential Licensee  introduced
by you, you shall not be entitled to any  compensation  whatsoever for effecting
such  introduction.  Furthermore we are not obligated to provide any reasons why
we may decide not to grant a License to a potential Licensee introduced by you.

         You have  further  agreed to  provide a training  program  to  instruct
potential  Licensees in the use,  application and installation of the Insituform
Process and Technology, such program to be approved by us.

         We have indicated  that we may wish to nominate  persons to attend such
training  program  and in  consideration  thereof  we have  agreed to pay to the
limited  partnership a sum of $1500 for each person who  participates  in such a
program.  (The  individuals  concerned will be responsible  for their own living
expenses  during  the  course of the  training  program).  There is  however  no
specific  responsibility  on us to specifically  nominate  persons to attend the
said training program.

         We believe the above sets out the understandings reached between us. To
avoid misunderstanding we would confirm that at the date of this letter you have
only  introduced us to the Marinelli  interests  and the Pomona  Group.*  Kindly
indicate your  confirmation of the agreement  discussed herein by signing a copy
of this letter and returning it to me.

*  including Neumann Group.

                                  Yours Faithfully,

                                  /s/ Paul A. Church
                                  ----------------------------------------------
                                  P.A. CHURCH
                                  DIRECTOR - INSITUFORM OF NORTH AMERICA, INC.

ACCEPTED AND AGREED


By  /s/ Arthur A. Lang
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