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                                                                   Exhibit 10.43


                             DATED FEBRUARY 26, 2004





                              DWEER TECHNOLOGY LTD.

                                      -AND-

                                 DESALCO LIMITED




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                   Amendment to the Distributorship Agreement
                         dated 24 September 2002 between
                    DWEER Technology Ltd. and DesalCo Limited
                                   relating to
                                 DWEER Products

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

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THIS AGREEMENT is made on February 26, 2004

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 Trafalgar
               Place, 1428A West Bay Road, Grand Cayman, Cayman Islands
               (hereinafter "DESALCO").

WHEREAS:

(A)            Pursuant to and upon the terms of a Distributorship Agreement
               dated 24 September 2002 between DWEER-Tech and DesalCo (the
               "DWEER-Tech Distributorship Agreement"), DWEER-Tech appointed
               DesalCo as its exclusive distributor for Products in the
               Territory (both terms as defined in the DWEER-Tech
               Distributorship Agreement) and gave DesalCo the exclusive right
               to sell and distribute the Products in the Territory.

(B)            Pursuant to and upon the terms of a Technology Licence relating
               to the manufacturing, marketing and sale of DWEER and LinX
               products, work exchangers and related products dated 30 April
               2003 ("the Technology Licence") between DWEER-Tech and Calder AG,
               a Swiss company, the registered office of which is
               Binzenholzstrasse 447, Industrie Nord, Ch-5704 Egliswil,
               Switzerland (hereinafter "Calder") DWEER-Tech granted Calder the
               exclusive right to, inter alia, design, manufacture and sell,
               inter alia, the Products worldwide, excluding the rights granted
               to DesalCo under the DWEER-Tech Distributorship Agreement which
               were reserved to DWEER-Tech.

(C)            By virtue of the fact that Calder has the exclusive right to
               manufacture the Products worldwide pursuant to the Technology
               Licence and will, during the term of the Technology Licence, be
               manufacturing and supplying Products on a worldwide basis, the
               parties hereto wish to suspend the DWEER-Tech Distributorship
               Agreement in order to allow Calder and DesalCo to enter into a
               new distribution agreement in the form of that attached at the
               Schedule hereto ("the Calder Distributorship Agreement"), in
               order to enable DesalCo to deal directly with Calder with respect
               to the

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               distribution of Products in the Territory so long as the
               Technology Licence is in effect.

(D)            Concurrent with the execution of this Agreement, the Technology
               Licence has been amended to remove the exclusion of rights
               mentioned in recital B above and so as to permit and enable
               Calder and DesalCo to enter into the Calder Distributorship
               Agreement.

(E)            Pursuant to this Agreement, the DWEER-Tech Distributorship
               Agreement is to be suspended for so long as the Technology
               Licence is in effect, on the basis that, inter alia, all clauses
               thereof that are intended to survive termination (e.g. 6.5 -
               Confidentiality) remain in effect, that DWEER-Tech undertakes to
               inform DesalCo of termination of the Technology Licence, and that
               the suspension is to be lifted immediately upon termination of
               the Technology Licence.


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, capitalised terms and
                  expressions defined in the DWEER-Tech Distributorship
                  Agreement shall have the same meaning herein.

         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;



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                  (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.

2.       DWEER-TECH DISTRIBUTORSHIP AGREEMENT

         2.1      The DWEER-Tech Distributorship Agreement is hereby suspended
                  for so long as the Technology Licence remains in full force
                  and effect. In the event that the Technology Licence is
                  terminated, the DWEER-Tech Distributorship Agreement shall
                  revive.

         2.2      During the period that the DWEER-Tech Distributorship
                  Agreement is suspended:-

                  2.2.1    Neither party shall exercise any rights or perform
                           any obligations it has under the DWEER-Tech
                           Distributorship Agreement excepting only such rights
                           and obligations that have accrued or arisen prior to
                           the date of this Agreement; and

                  2.2.2    Notwithstanding the foregoing, the provisions of
                           clauses 6 and 10 of the DWEER-Tech Distributorship
                           Agreement shall continue to apply.

         2.3      In the event that the DWEER-Tech Distributorship Agreement
                  revives:

                  2.3.1    The DWEER-Tech Distributorship Agreement shall
                           thereafter apply and continue in force and effect as
                           if this Agreement had not been entered into and
                           executed by the parties hereto; and

                  2.3.2    Any rights, remedies or obligations of Calder which
                           are expressed or intended to continue after
                           termination of the Calder Distributorship Agreement
                           that are intended to protect the intellectual
                           property rights and interests of DWEER-Tech
                           (including without limitation the provisions of
                           clause 6 thereof) shall be enforceable by DWEER-Tech
                           instead of Calder.




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         2.4      In the event that the Technology Licence is terminated
                  DWEER-Tech shall give DesalCo notice in writing thereof within
                  14 days of such termination.

         2.5      DWEER-Tech hereby advises DesalCo that the Technology Licence
                  includes a provision that Calder may not amend, waive or vary
                  any of the provisions of the Calder Distributorship Agreement
                  without DWEER-Tech's prior written permission (which may be
                  given or withheld at its exclusive discretion). Any amendment
                  to the Calder Distributorship Agreement shall not in any way
                  be deemed to vary the DWEER Distributorship Agreement.

         2.6      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.

3.       TERMINATION


         The DWEER-Tech Distributorship Agreement shall terminate forthwith upon
         termination of the Calder Distributorship Agreement unless the latter
         is caused by the termination of the Technology Agreement, but, for the
         avoidance of doubt, such termination shall be without prejudice to any
         rights, remedies or obligations that have accrued or arisen under or
         pursuant to the DWEER-Tech Distributorship Agreement prior to
         termination thereof and any rights, remedies or obligations which are
         expressed or intended to continue after termination thereof. For the
         avoidance of doubt and notwithstanding the foregoing, in the event that
         the Technology Licence is terminated (following which the Calder
         Distributorship Agreement is terminated pursuant to clause 9.4
         thereof), the DWEER-Tech Distributorship Agreement shall revive in
         accordance with Clause 2.1 of this Agreement.

4.       MISCELLANEOUS PROVISIONS

         4.1      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.

         4.2      This Agreement together with the DWEER-Tech Distributorship
                  Agreement contains the entire agreement between the parties
                  with respect to the subject




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                  matter hereof, supersede 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.

         4.3      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.

         4.4      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.

5.       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.

6.       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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6.1      if to DWEER-Tech:

                  48 Par-la-Ville Road, Suite 1231
                  Hamilton HM 11, Bermuda
                  Attention:  Managing Director
                  Facsimile No:+1 (441) 292-2024

6.2      if to DesalCo:

                  Trafalgar Place
                  1428A West Bay Road
                  Grand Cayman, Cayman Islands
                  Attention:  President
                  Facsimile No:+1 (345) 949-2957

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





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                                  THE SCHEDULE


                      The Calder Distributorship Agreement







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SIGNED FOR AND ON BEHALF OF              )
DESALCO LIMITED by                       )
Frederick W. McTaggart, Director         )     /s/ Frederick McTaggart
in the presence of:                      )     ---------------------------------
                                               Frederick W. McTaggart, Director

Witness: /s/ ERNST KUNDIG
         -----------------------------
Witness name: Ernst Kundig
Address: CH-J704 Egliswil, Switzerland
Occupation: Managing Director




SIGNED FOR AND ON BEHALF OF              )
DWEER TECHNOLOGY LTD. by                 )
William T. Andrews, Director             )     /s/ William Andrews
in the presence of:                      )     ---------------------------------
                                               William T. Andrews, Director

Witness: /s/ ERNST KUNDIG
         -----------------------------
Witness name: Ernst Kundig
Address: CH-5704 Egliswil, Switzerland
Occupation: Managing Director






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