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                                                                 Exhibit 10.5(a)

                               FIRST AMENDMENT TO
                  THE BALANCED OIL RECOVERY SYSTEM LIFT LICENSE
                          AGREEMENT DATED JUNE 19, 1998

      THIS FIRST AMENDMENT to The Balanced Oil Recovery Lift License Agreement
is made and entered into this 29 day of July, 1999, by and between Lift-Pump,
L.L.C., as Oklahoma Limited Liability Company located at 104 South Missouri,
Suite 200, Claremore, Rogers County, Oklahoma, 74017 ("LLC") by its Manager Maok
Groover;

                                      And

      Toups Technology Licensing Incorporated, Suite 105, 7887 Bryan Dalry Road,
Largo, Florida 33777, ("TTL"), by its President and Chief Executive Officer,
Leon R. Toups;

                                    RECITALS

      WHEREAS LLC and TTL on the 19th day of June, 1998, entered into The
Balanced Oil Recovery System Lift License Agreement ("License Agreement") for
the purpose of undertaking a joint effort at designing, manufacturing, selling
or otherwise commercializing a pumping device for all wells that is referred to
in the License Agreement as the Balanced Oil Recovery System Lift ("BORS Lift")
to complement the production process developed by the LLC; AND

      WHEREAS during the course of the improvement and development of the BORS
Lift, LLC and TTL have determine that the BORS lift can be used for a
multiplicity of purposes including, but not limited to, oil wells that are not
candidates for the balancing process developed by the LLC; AND

      WHEREAS LLC and TTL recognize and agree that TTL would not be
manufacturing BORS Lifts for any use or purpose but for the efforts of LLC to
develop a pumping unit for oil wells that utilize the balancing process
developed by the LLC; AND

      WHEREAS by this First Amendment The Balanced Oil Recovery System Lift
License Agreement dated June 19, 1998 ("First Amendment"), LLC and TTL agree and
intend that the term "BORS Lift" as defined and used in the License Agreement
shall include any and all pumping units or devices developed or manufactured by
TTL for the lifting from the earth or otherwise of hydrocarbons, water or any
other liquids, fluids or slurries of any kind or nature whether or not
containing hydrocarbon.

      NOW, THEREFORE, LLC and TTL, intending to be legally bound, agree that the
License Agreement is amended as follows:

      1. The recital set forth above are incorporated into and made a part of
this First Amendment.

      2. LLC and TTL intend and agree that the License Agreement applies to and
encompasses any and all pumping units or devices and any and all improvements
thereto

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developed by TTL and LLC and manufactured by TTL as provided in the License
Agreement. The parties hereto further agree that the term "BORS Lift" as defined
and used in the License Agreement shall include any and all pumping units or
devices developed by TTL or LLC and manufactured by TTL as provided in the
Licensed Agreement for the lifting from the earth or otherwise of hydrocarbons,
water or any other liquids, fluids or slurries of any kind or nature whether or
not containing hydrocarbons.

      3. Other than as amended herein, all of the remaining terms and conditions
of the License Agreement remain in full force and effect.

      4. This First Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns subject to the
restriction upon assignment set forth in the License Agreement.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed,
sealed, and altered by persons duly authorized so to do, as of the date first
stated hereinabove.

LLC:                                      TTL:
Lift-Pump, LLC.                           Toups Technology Licensing
                                          Incorporated


By: /s/ Mack Greever                      By: /s/ Leon H. Toupes, Pres.
   ----------------------------              -----------------------------------
   Mack Greever, Manager                     Leon H. Toupes, President

ATTEST:                                   ATTEST:


/s/ Gerold Allen                          /s/ Mark Clancy
-------------------------------           --------------------------------------
Gerold Allen, Member                      Mark Clancy, Vice President