Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    FIRST
      AMENDMENT TO RESIN PURCHASE AGREEMENT

    


    THIS
      FIRST AMENDMENT TO RESIN PURCHASE AGREEMENT (“First Amendment”) is made and
      entered into as of the 17th
      day of
      August 2005, effective as of the 15th
      day of
      July 2005 (the “Effective Date”), by and between AOC,
      LLC
      (“Seller”) and INSITUFORM
      TECHNOLOGIES, INC.
      (“Buyer”). 

     

    Recitals
      of Fact

    


    Seller
      and Buyer have entered into that certain Resin Purchase Agreement (the
“Agreement”), dated March 29, 2005, concerning the sale by Seller and the
      purchase by Buyer of certain resins for use in Buyer’s manufacturing
      process.

    


    The
      parties have agreed to modify the Agreement in certain respects, and the parties
      desire to set forth such agreement in writing.

    


    NOW,
      THEREFORE, for good and valuable considerations, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereby agree as follows:

     

    1.      
As
      of the
      Effective Date, Section 2 of the Agreement is amended by adding the following
      sentence to the end of Section 2.2:

    


    Notwithstanding
      the foregoing, Seller agrees to sell and deliver, and Buyer agrees to purchase
      and accept, during each Contract Year of the term hereof, for internal
      consumption and not for resale, one hundred percent (100%) of Products required
      by Buyer and Third Party Designees to fulfill commercial Insituform product
      installation work in [REDACTED] (each, a “Committed Location”).

     

    2.      
      As
      of the Effective Date, Section 6 of the Agreement is amended by adding the
      following:

     

    6.6    Freight
      to Committed Locations.
      Seller
      and Buyer agree that the freight costs for the
      shipment of Products required by Buyer and Third Party Designees to fulfill
      commercial Insituform product installation work at the Committed Locations
      shall
      be calculated as follows:

    


    
      	 	
              a.

            	
              For
                the period from July 15, 2005 through July 14, 2006, the freight
                cost per
                pound of Product to a Committed Location shall equal (A) the then
                Current
                Freight Cost (as hereinafter defined) per pound of Product to such
                Committed Location using Traditional Routing (as hereinafter defined)
                less (B)
                twenty-five percent (25%) of the Freight Savings (as hereinafter
                defined).

            


    

    


    
      	 	
              b.

            	
              For
                the period from July 15, 2006 through July 14, 2007, the freight
                cost per
                pound of Product to a Committed Location shall equal (A) the then
                Current
                Freight Cost per pound of Product to such Committed Location using
                Traditional Routing less (B)
                fifty percent (50%) of the Freight
                Savings.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              c.

            	
              For
                the period from July 15, 2007 through December 31, 2007, the freight
                cost
                per pound of Product to a Committed Location shall equal (A) the
                then
                Current Freight Cost per pound of Product to such Committed Location
                using
                Traditional Routing less (B)
                seventy-five percent (75%) of the Freight
                Savings.

            


    

    


    
      	 	
              d.

            	
              If
                and in the event this Agreement remains in effect after December
                31, 2007,
                for the period from January 1, 2008 through July 14, 2008, the freight
                cost per pound of Product to a Committed Location shall equal (A)
                the then
                Current Freight Cost per pound of Product to such Committed Location
                using
                Traditional Routing less (B)
                seventy-five percent (75%) of the Freight Savings. For periods beginning
                on or after July 15, 2008, the freight cost per pound of Product
                to a
                Committed Location shall equal the then Current Freight Cost per
                pound of
                Product from the Seller’s Collierville, Tennessee facility to a respective
                Committed Location (or from such other Seller facility that may be
                closer
                to the Committed Location, whichever is less).


            


    

    


    For
      purposes of this Section 6.6, Freight Savings shall mean and be equal to (A)
      the
      then Current Freight Cost per pound of Product to a Committed Location from
      Seller’s facility using Traditional Routing less
      (B) the
      then Current Freight Cost per pound of Product to the same Committed Location
      from the Seller’s Collierville, Tennessee facility; provided,
      however,
      in the
      event the Freight Savings calculated in accordance with this sentence is an
      amount less than zero, the Freight Savings shall be zero. 

    


    Current
      Freight Cost shall mean the then current freight cost per pound of Product
      to
      ship the purchased Product from the Seller’s designated facility using
      Traditional Routing or from Seller’s Collierville, Tennessee facility, as the
      case may be, to the Committed Location, such freight cost as determined by
      the
      most recent quarterly price quote received from Seller’s then current carrier,
      said quote being updated each quarter.

    


    Traditional
      Routing shall be defined as follows:

    


    
      	 	
              a.

            	
              For
                [REDACTED] the traditional route is from (1) Seller’s Lakeland, Florida
                facility to (2) the respective Committed
                Location.

            


    

    


    
      	 	
              b.

            	
              For
                [REDACTED] the traditional route is from (1) Seller’s Collierville,
                Tennessee facility to (2) Seller’s chill and fill subcontractor in Saint
                Louis, Missouri to (3) [REDACTED].

            


    

    


    
      	 	
              3.

            	
              [REDACTED].

            


    

    


    4.    Except
      as
      modified and amended hereby, the Agreement shall remain in full force and
      effect. 

    


    5.    This
      First Amendment may be executed in a number of identical counterparts which,
      taken together, shall constitute collectively one (1) agreement.

    


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    SIGNATURE
      PAGE

    TO

    FIRST
      AMENDMENT TO RESIN PURCHASE AGREEMENT

    
      
        

      

      
        

      



    


    IN
      WITNESS WHEREOF, the parties have caused this First Amendment to be executed
      by
      their duly authorized representatives as of the day and year first above
      written.

    


    


      
        	
                 

              	
                INSITUFORM
                  TECHNOLOGIES, INC.

              
	 	 
	 	 
	 	
                By:   
                  /s/ David F.
                  Morris                                                
                  

              
	 	
                Title:     
                  Vice
                  President                                                   
                  

              
	 	
                Name:   
                  David F.
                  Morris                                                
                  

              
	 	 
	 	 
	 	
                AOC,
                  LLC

              
	 	 
	 	 
	 	
                By:  
                  /s/ John A.
                  Roesle                                                  
                  

              
	 	
                Title:    
                  Vice
                  President                                                    

              
	 	
                Name:  
                  John A.
                  Roesle