DUNCAN | CAPITAL                                    830 Third Avenue, 14th Floor

                                                    New York, NY 10022

                                                    (212) 581-5150 Tel
                                                    (212) 581-7010 Fax
                                                    www.duncancapital.net

June 9, 2004

Attn: Prosper Abitbol
12 Raoul Wallenberg St.
Tel Aviv, 69719, Israel

              RE: FINANCIAL ADVISORY / INVESTMENT BANKING AGREEMENT

Dear Mr. Abitbol:

      This letter confirms the terms upon which  Technoprises  together with all
subsidiaries, affiliates, successors and other controlled units, either existing
or formed  subsequent  to the  execution  of this  engagement  (the  "Company"),
engages DUNCAN CAPITAL LLC ("DUNCAN"),  to act as the exclusive  advisor for the
Company in financial advisory, investment banking and related transactions. This
Agreement will be deemed to be effective as of the date set forth above.

1.    SCOPE OF ENGAGEMENT.

            The Company hereby exclusively  engages DUNCAN (the "Engagement") to
      identify on a "best  efforts" basis funding  sources and secure  financing
      for the Company  through a private  placement of equity and/or debt in one
      or more  transactions  with  one or more  investors  and/or  lenders  (the
      "Financing").

2.    SCOPE OF WORK.

            In connection with the Engagement:

      o     DUNCAN will  familiarize  itself to the extent it deems  appropriate
            with the business, operations,  financial condition and prospects of
            the Company;

      o     DUNCAN will  identify and introduce  potential  sources of Financing
            for the Company;

      o     DUNCAN  will  assist  the  Company  and its  Board of  Directors  in
            evaluating Financing proposals;

      o     DUNCAN will assist the  Company  and its counsel in  finalizing  any
            Financing arranged by DUNCAN;

      o     DUNCAN will  render such other  financial  advisory  and  investment
            banking services as may, from time to time, be agreed upon by DUNCAN
            and the Company; and

      o     If requested,  DUNCAN will  participate  in meetings of the Board of
            Directors  of the  Company  (either  in person or by  telephone,  as
            appropriate).

<PAGE>

3.    COMPANY RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES.

            In connection with the Engagement:

      o     The Company  agrees to  cooperate  with  DUNCAN and will  furnish to
            DUNCAN  all   information  and  data  concerning  the  Company  (the
            "Information")   which  DUNCAN   reasonably  deems  appropriate  for
            purposes of  rendering  its  services  hereunder,  and will  provide
            DUNCAN access to its officers, directors, employees and advisors.

      o     If required,  the Company, with DUNCAN'S assistance,  will prepare a
            Private   Placement    Confidential    Offering    Memorandum   (the
            "Confidential  Memorandum"),  which  will  contain  various  matters
            including:  (a) a description of the Company, its business,  assets,
            prospects  and  management;  (b) the  terms  and  conditions  of the
            private  placement  described in the  Confidential  Memorandum  (the
            "Private  Placement") and of the securities offered; and (c) certain
            financial  information.  If  necessary,  the Company will update the
            Confidential   Memorandum   prior  to   completion  of  the  Private
            Placement.

      o     The Company  represents and warrants to DUNCAN that all  Information
            included or  incorporated  by reference in any documents  (including
            the Confidential Memorandum,  if any) or otherwise made available to
            DUNCAN by the  Company to be  communicated  to  possible  investors,
            lenders and/or other third parties in connection with the Financing:
            (a) will be  complete  and correct and does not and will not contain
            any untrue  statement of a material fact or omit to state a material
            fact necessary in order to make the statements made, in light of the
            circumstances  under which they were made, not  misleading;  and (b)
            any  projected  financial   information  or  other   forward-looking
            information which the Company provides to DUNCAN will be made by the
            Company in good faith,  based on management's  best estimates at the
            time and based on facts and assumptions  which the Company  believed
            were reasonable at the time.

      o     The Company  agrees to promptly  notify DUNCAN,  in writing,  if the
            Company believes that any Information  that was previously  provided
            to DUNCAN has become materially misleading or inaccurate in any way.

      o     The Company  acknowledges and agrees that, in rendering its services
            hereunder,  DUNCAN will be using and relying on the Information (and
            information  available  from public sources and other sources deemed
            reliable   by   DUNCAN)   without   independent   investigation   or
            verification  thereof or independent  appraisal or evaluation of the
            Company  or its  business  or  assets,  or any  other  party  to the
            Financing.   DUNCAN  has  no  responsibility  for  the  accuracy  or
            completeness  of  any  information,  including  the  contents  of  a
            Confidential Memorandum, if any, regarding the Company.

      o     The  Company  agrees it is solely  responsible  for the  decision to
            accept a Financing and  acknowledges  that DUNCAN is not responsible
            for the due diligence, legal, regulatory,  compliance and success or
            failure of any Financing.

      o     Any advice  rendered by DUNCAN during the  Engagement or in meetings
            with the Company or its Board of  Directors,  as well as any written
            materials  provided by DUNCAN,  are intended  solely for the benefit
            and  confidential  use of the  Company  and will not be  reproduced,
            summarized,  described  or referred to or given to any other  person
            for any purpose without DUNCAN's prior written consent.

      o     The Company represents to DUNCAN that the Company has not engaged in
            any public or private  offering of  securities or taken or failed to
            take any action that would cause any Financing not to qualify for an
            applicable  exemption from registration  under the Securities Act of
            1933,  as amended  (the  "Act").  Further the Company  agrees not to
            solicit any offerees or take any action which might  jeopardize  the
            availability of exemption under the Act.

<PAGE>

4.    FEES.

            4.1 Capital or Debt Financing. As compensation for services rendered
      in connection with each Financing completed by the Company, DUNCAN will be
      paid upon the closing  for each such  Financing a cash fee equal to 10% on
      any equity,  subordinated debt or convertible debt raised ("Capital / Debt
      Fee") prior to any deductions or setoffs such as fees, deposits, reserves,
      expenses,  or other  amounts  withheld or paid by the  investor or lender,
      along with warrants  described below.  Each transaction will be considered
      on its own and not integrated for purposes of this fee calculation. To the
      extent that  DUNCAN has used any other  agents or broker  dealers,  DUNCAN
      will pay them  directly or at DUNCAN'S  option,  the Company will pay such
      third-party  agents and reduce Duncan's  Capital / Debt Fee by such amount
      and DUNCAN will  indemnify  and hold  harmless  the Company from any claim
      made by any such  agent or  broker-dealer  (used by  DUNCAN).  Any  unpaid
      expenses  approved by the Company in accordance  with Section 5 below will
      be  reimbursed  to DUNCAN  as well at each  closing  of a capital  or debt
      Financing.

            4.2 Warrants.  DUNCAN will receive  warrants to purchase such number
      of  shares  of  common  stock  equal  to 10% of the  aggregate  number  of
      fully-diluted  and/or converted shares of common stock as are purchased by
      and/or issuable upon conversion or exercise of other securities  issued in
      a  Financing.  With  respect to any debt  financing,  DUNCAN will  receive
      warrants to purchase such number of shares of common stock equal to 10% of
      the principal amount of debt (on  as-if-converted  basis) plus 10% warrant
      coverage on any other securities issued as part of such debt financing. In
      each case,  the warrants shall be purchased for a nominal sum and shall be
      exercisable  for five (5) years with a strike  price equal to the Investor
      Price. Unless otherwise agreed by the parties, "Investor Price" shall mean
      the price per share of common stock paid by the  investors  upon a closing
      of a Financing  or other  related  transaction.  The terms of the warrants
      shall  be set  forth  in one or  more  agreements  in form  and  substance
      reasonably  satisfactory to DUNCAN and the Company. The warrant agreements
      shall contain customary terms,  including without  limitation,  provisions
      for "cashless" exercise, change of control, price based anti-dilution, and
      customary demand and piggyback registration rights.

            4.3 Follow-on  Financing / Acquisition.  For a period of twelve (12)
      months  following  termination  of this  Agreement  and if a Financing  or
      related  transaction  is  completed  with any party (i) which  DUNCAN  has
      identified,  (ii) in respect of which DUNCAN has rendered advice, or (iii)
      with which DUNCAN has directly or indirectly held discussions or furnished
      information  regarding  the Company,  including  investors in any original
      Financing  or  related  transaction  (each a  "Duncan-Identified  Party"),
      DUNCAN  shall be entitled to receive  fees as set forth in this  Section 4
      with  respect  to any such  transaction.  If the  Company  enters  into an
      acquisition  or  similar  transaction  within  twelve  (12)  months of the
      termination  of this  Agreement  with  any  Duncan-Identified  Party,  the
      Company and DUNCAN shall negotiate compensation to be paid to DUNCAN as is
      customary for a  transaction  of such type and size. In the event that the
      Company   consummates  any  transaction   pursuant  to  this  Section  4.3
      ("Follow-on  Transaction"),  the  Company  hereby  agrees to  execute  and
      deliver,  prior to closing of such Follow-on  Transaction,  an irrevocable
      instruction  letter to the party with whom such transaction is consummated
      (the "Third Party  Funder")  referencing  the fees due and owing to DUNCAN
      and  instructing  the Third Party  Funder to wire the fees  directly to an
      account designated by DUNCAN. The Company hereby  acknowledges that DUNCAN
      intends  to, and shall be  entitled  to,  send such Third  Party  Funder a
      letter (a) notifying them of the fee arrangements  between the Company and
      DUNCAN,  and (b)  providing  notice that any closing that does not include
      payment  to DUNCAN  will  constitute  a breach by the  Company  under this
      Agreement.

<PAGE>

5.    EXPENSES.

            The Company  will  reimburse  DUNCAN for all legal fees and expenses
      (in an amount not to exceed to $10,000 with  respect to a  Financing)  and
      other out-of-pocket  expenses  (including  independent experts retained by
      DUNCAN)  reasonably  incurred by it in connection with its  representation
      and services hereunder.  DUNCAN shall submit an invoice to the Company for
      all such fees and  expenses  and the Company  shall pay to DUNCAN all such
      fees and  expenses  referred  to above  whether  or not any  Financing  is
      consummated.  Such  out-of-pocket and legal expense  reimbursement will be
      payable  promptly upon  submission by DUNCAN of statements to the Company.
      If elected by  DUNCAN,  the  Company  may be  requested  to pay an expense
      retainer or cost allowance in advance to DUNCAN.

6.    SCOPE OF RESPONSIBILITY.

            Neither  DUNCAN  nor  any  of  its  affiliates  (nor  any  of  their
      respective  control  persons,  directors,  officers,  employees or agents)
      shall be liable to the Company or to any other person claiming through the
      Company for any claim, loss, damage,  liability,  cost or expense suffered
      by the  Company or any such  person  arising out of or related to DUNCAN's
      Engagement  hereunder  except  for a claim,  loss or expense  that  arises
      solely  out of or is based  solely  upon any  action or  failure to act by
      DUNCAN,  other than an action or failure to act  undertaken at the request
      or with the  consent  of the  Company,  that is found in a final  judicial
      determination  to  constitute  bad  faith,  willful  misconduct  or  gross
      negligence on the part of DUNCAN.

7.    INDEMNIFICATION.

            Since  DUNCAN will be acting on behalf of the Company in  connection
      with its engagement,  the Company agrees to indemnify  DUNCAN as set forth
      in  EXHIBIT A to this  Agreement.  Such  indemnification  agreement  is an
      integral part of this Agreement and the terms thereof are  incorporated by
      reference  herein.  Such  indemnification   agreement  shall  survive  any
      termination or completion of DUNCAN'S engagement hereunder.

8.    TERMINATION.

            The term of this  Agreement  is one (1) year  from the date  hereof;
      provided,  however,  that DUNCAN's Engagement hereunder may be terminated,
      with or without  cause,  by either the  Company or DUNCAN  upon sixty (60)
      days prior written notice to the other party; provided, further, that such
      termination  will not affect  DUNCAN's right to (a) expense  reimbursement
      under  Section  5, (b)  receipt  of  payment  of any fees or  compensation
      pursuant to Section 4, (c) the  indemnification  contemplated by Section 7
      above,  and (d) any other  compensation  due under any other  provision of
      this Agreement.

9.    RIGHT OF FIRST REFUSAL AND OTHER TRANSACTIONS

            If, in the twelve (12) months following completion of the Financing,
      the Company elects to raise additional  funds from a private  placement of
      equity and/or debt,  DUNCAN,  in  conjunction  with Econor,  will have the
      first right of refusal to secure such funds. In addition, if in the twelve
      (12) months  following the completion of the Financing,  the Company seeks
      to engage in any mergers  and/or  acquisitions  transactions,  DUNCAN will
      have  the  right  of first  refusal  to  advise  the  Company  on any such
      transactions on mutually agreeable terms.

<PAGE>

10.   GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.

            10.1  This  Agreement  will be  deemed  made in New York and will be
      governed  by the  laws of the  State  of New York  without  regard  to the
      conflict of law  principles  contained  therein.  The Company  irrevocably
      submits to the jurisdiction of any court of the State of New York, for the
      purpose  of any  suit,  action  or other  proceeding  arising  out of this
      Agreement,  or any of the agreements or transactions  contemplated hereby,
      which is brought by or against the Company.  Each of the Company  (and, to
      the extent permitted by law, on behalf of the Company's equity holders and
      creditors) and DUNCAN hereby knowingly,  voluntarily and irrevocably waive
      any right it may have to a trial by jury in  respect  of any  claim  based
      upon,  arising  out  of or in  connection  with  this  Agreement  and  the
      transactions  contemplated  hereby  (including,  without  limitation,  any
      Financing or Acquisition).

            10.2  Any  dispute  arising  hereunder,  if not  settled  by  mutual
      agreement,  shall, at DUNCAN'S option,  and, upon written notice by DUNCAN
      to the  Company be settled by final and binding  arbitration  in New York,
      New York.  The  arbitration  shall be  conducted  in  accordance  with the
      Commercial  Dispute  Resolution  Procedures  and  Rules  of  the  American
      Arbitration Association ("AAA Rules") by a single disinterested arbitrator
      appointed in accordance with such AAA Rules.

            10.3 The arbitrator shall have authority to award relief under legal
      or equitable  principles,  including interim or preliminary relief, and to
      allocate  responsibility  for the  costs of the  arbitration  and to award
      recovery of  attorneys'  fees and expenses in such manner as is determined
      by the arbitrators.

            10.4  Judgment  upon the award  rendered by the  arbitrators  may be
      entered in any court having personal and subject matter jurisdiction. Each
      party hereby submits to the in personam and subject matter jurisdiction of
      the federal and state  courts in the County of New York for the purpose of
      confirming any such award and entering judgment thereon.

      All proceedings under Sections 10.2 through 10.4 and all evidence given or
      discovered  pursuant  hereto,  shall be  maintained  in confidence by both
      parties, except as required by law.

11.   NO RIGHTS IN EQUITYHOLDERS, CREDITORS.

            This  Agreement  does  not  create,  and will  not be  construed  as
      creating,  rights  enforceable by any person or entity not a party hereto,
      except those entitled  thereto by virtue of Section 7 herein.  The Company
      acknowledges  and  agrees  that  (a)  DUNCAN  will  act as an  independent
      contractor  and is being  retained  solely to assist  the  Company  in its
      efforts to help with possible Financing(s),  and that, DUNCAN is not being
      retained  to advise the  Company  on, or to express any opinion as to, the
      wisdom,  desirability or prudence of consummating  any Financing;  and (b)
      DUNCAN is not and will not be  construed  as a fiduciary of the Company or
      any affiliate thereof and will have no duties or liabilities to the equity
      holders or creditors of the Company,  and affiliates of the Company or any
      other  person by  virtue of this  Agreement  and the  retention  of DUNCAN
      hereunder,  all of which  duties  and  liabilities  are  hereby  expressly
      waived.  Neither  equity holders nor creditors of the Company are intended
      beneficiaries hereunder. The Company confirms that it will rely on its own
      counsel,   accountants   and  other  similar  expert  advisors  for  legal
      (including compliance with state and federal securities laws), accounting,
      tax and other similar advice.

<PAGE>

12.   DUNCAN; OTHER ACTIVITIES.

            12.1 It is understood  and agreed that DUNCAN and/or its  affiliates
      may, from time to time,  make a market in, have a long or short  position,
      buy and sell or otherwise affect  transactions  for customer  accounts and
      for  their own  respective  accounts  in the  securities  of,  or  perform
      investment  banking or other  services for, the Company and other entities
      which are or may be the  subject of the  Engagement  contemplated  by this
      Agreement.  This is to  confirm  that  possible  investors  identified  or
      contacted by DUNCAN could include  entities in respect of which DUNCAN may
      have rendered or may in the future render services.

            12.2 The Company  acknowledges that DUNCAN and its affiliates are in
      the business of providing  financial  services  and  consulting  advice to
      others.  Nothing herein  contained shall be construed to limit or restrict
      DUNCAN in conducting such business with respect to others, or in rendering
      such  advice  to  others,  except as such  advice  may  relate to  matters
      relating to the Company's business and properties.

            12.3 The Company shall not make or issue any public announcements or
      other  communications  regarding or relating to this Agreement without the
      prior approval of DUNCAN.

13.   MISCELLANEOUS.

            13.1 This Agreement may not be modified or amended except in writing
      executed in counterparts, each of which will be deemed an original and all
      of which will constitute one and the same instrument.

            13.2 This  Agreement  supersedes  all prior  agreements  between the
      parties concerning the subject matter hereof.

            13.3  Neither  party may assign  this  Agreement  without  the prior
      written consent of the other party.

            13.4 If any provision of this Agreement shall for any reason be held
      invalid or unenforceable by any court,  governmental  agency or arbitrator
      of competent  jurisdiction,  such invalidity or unenforceability shall not
      affect any other provision  hereof,  but this Agreement shall be construed
      as if such invalid or  unenforceable  provision  had never been  contained
      herein.

            13.5 The  provisions  contained in Sections 3, 4, 5, 7, 8, 9, 10, 11
      and 13 shall survive expiration or termination of this Agreement.

            13.6  All  notices,   requests,  demands  and  other  communications
      hereunder shall be given in writing and shall be (a) personally delivered;
      (b)  sent  by  telecopier;  (c)  sent  by  an   internationally-recognized
      overnight  courier,  or  (d)  sent  to the  parties  at  their  respective
      addresses indicated herein by registered or certified mail, return receipt
      requested and postage prepaid. The respective addresses to be used for all
      such notices, demands or requests are as follows:

      If to the Company,

      Technoprises
      12 Raoul Wallenberg St. Tel
      Aviv, 69719, Israel

<PAGE>

      Telecopier:+972-3-766-5100
      Attention: Prosper Abitbol

      Or to such other  person or  address as the  Company  shall  designate  in
writing to the other party.

      If to DUNCAN,

      Duncan Capital LLC 830 Third Avenue,
      14th Floor New York, New York 10022
      Telecopier: (212) 581-7010
      Attention: David Fuchs

      with a copy to:

      The same address listed above for DUNCAN, Attn: General Counsel.

            If  personally  delivered  or  delivered  via  internally-recognized
      overnight  courier,  such  communication  shall be deemed  delivered  upon
      actual receipt;  if transmitted by telecopier pursuant to this Section 13,
      such  communication  shall be deemed delivered the next business day after
      transmission (and sender shall bear the burden of proof of delivery);  and
      if sent by mail pursuant to this Section 13, such  communication  shall be
      deemed  delivered as of the fifth (5th) business day following  deposit of
      such  communication in the mail. Either party to this Agreement may change
      its address at any time by giving notice  thereof in accordance  with this
      Section 13.

If the  foregoing  correctly  sets forth our  Agreement,  please so  indicate by
signing  below and  returning  an  executed  copy to Duncan  Capital  LLC.  This
Agreement   may  be  executed  by  the   exchange   by   facsimile/telecopy   or
e-mail/electronic  signature between the Parties of signed  counterparts of this
Agreement.  We look forward to working  with you and the rest of the  management
team in a long-term  relationship  that  assists the  Company in  achieving  its
business goals.

Sincerely,                              ACCEPTED AND APPROVED:


DUNCAN CAPITAL LLC                      TECHNOPRISES

___________________________________     ________________________________________
David Fuchs                             Prosper Abitbol
President                               Chairman of the Board & CEO


<PAGE>

                     EXHIBIT A - INDEMNIFICATION PROVISIONS

      In connection with our engagement of DUNCAN as our consultant and advisor,
the  Company  hereby  agrees to  indemnify  and hold  DUNCAN and its  affiliates
(which,  purposes of this  indemnity,  shall include Duncan Capital Group LLC, a
Delaware  limited  liability  company) and the  directors,  officers,  partners,
shareholders,  members, employees and agents of DUNCAN and each other person, if
any, controlling DUNCAN or any of its affiliates  (collectively the "Indemnified
Persons"),  harmless  from  and  against  any and all  claims,  actions,  suits,
proceedings (including those of shareholders), damages, liabilities and expenses
incurred by any of them  (including,  but not  limited to, fees and  expenses of
counsel)  which  are (A)  related  to or arise out of (i) any  actions  taken or
omitted to be taken  (including  any untrue  statements  made or any  statements
omitted to be made) by the Company,  or (ii) any actions  taken or omitted to be
taken by any Indemnified  Person in connection with the Company's  engagement of
DUNCAN  pursuant to this  Agreement  between the DUNCAN and the Company,  or (B)
otherwise  related  to or  arising  out of  DUNCAN'S  activities  on our  behalf
pursuant to DUNCAN'S  engagement  under this  Agreement,  and the Company  shall
reimburse any Indemnified  Person for all expenses  (including,  but not limited
to, fees and  expenses of  counsel)  as incurred by such  Indemnified  Person in
connection with  investigating,  preparing or defending any such claim,  action,
suit or proceeding  (collectively a "Claim"),  whether or not in connection with
pending or threatened litigation in which any Indemnified Person is a party. The
Company  will  not,  however,  be  responsible  for any Claim  which is  finally
judicially  determined to have resulted exclusively from the gross negligence or
willful misconduct of any person seeking indemnification  hereunder. The Company
further  agrees  that no  Indemnified  Person  shall have any  liability  to the
Company for or in connection with DUNCAN'S engagement under the Agreement except
for  any  Claim  incurred  by the  Company  solely  as a  direct  result  of any
Indemnified Person's gross negligence or willful misconduct.

      The Company  further  agrees that it will not,  without the prior  written
consent of DUNCAN settle,  compromise or consent to the entry of any judgment in
any  pending or  threatened  Claim in respect  of which  indemnification  may be
sought  hereunder  (whether  or not  any  Indemnified  Person  is an  actual  or
potential party to such Claim),  unless such  settlement,  compromise or consent
includes  a legally  binding,  unconditional,  and  irrevocable  release of each
Indemnified  Person  hereunder  from any and all  liability  arising out of such
Claim.

      Promptly upon receipt by an Indemnified  Person of notice of any complaint
or  the   assertion  or   institution   of  any  Claim  with  respect  to  which
indemnification is being sought hereunder,  such Indemnified Person shall notify
the Company in writing of such  complaint or of such  assertion or  institution,
but  failure to so notify the Company  shall not  relieve  the Company  from any
obligation  it may have  hereunder,  unless,  and only to the extent that,  such
failure results in the forfeiture by it of substantial rights and defenses,  and
such failure to so notify the Company will not in any event  relieve it from any
other  obligation or liability it may have to any Indemnified  Person  otherwise
than under this  Agreement.  If the  Company so elects or is  requested  by such
Indemnified  Person,  it will assume the defense of such  Claim,  including  the
employment of counsel reasonably satisfactory to such Indemnified Person and the
payment of the fees and expenses of such counsel.  In the event,  however,  that
such Indemnified  Person reasonably  determines in its sole judgment that having
common  counsel  would  present such counsel with a conflict of interest or such
Indemnified Person concludes that there may be legal defenses available to it or
other  Indemnified  Persons  different from or in addition to those available to
the Company, then such Indemnified Person may employ its own separate counsel to
represent  or  defend  it in any  such  Claim  and  the  Company  shall  pay the
reasonable fees and expenses of such counsel. Notwithstanding anything herein to
the contrary,  if the Company fails timely or diligently to defend,  contest, or
otherwise  protect against any Claim, the relevant  Indemnified Party shall have
the right,  but not the  obligation,  to defend,  contest,  compromise,  settle,
assert crossclaims or counterclaims,  or otherwise protect against the same, and
shall be fully indemnified by the Company therefor,  including,  but not limited
to, for the fees and expenses of its counsel and all amounts paid as a result of
such Claim or the  compromise or settlement  thereof.  In any Claim in which the
Company  assumes the  defense,  the  Indemnified  Person shall have the right to
participate  in such  defense and to retain its own counsel  therefor at its own
expense.

<PAGE>

      The Company agrees that if any indemnity  sought by an Indemnified  Person
hereunder is held by a court to be unavailable for any reason,  then (whether or
not DUNCAN is the Indemnified Person) the Company and DUNCAN shall contribute to
the Claim for which such indemnity is held  unavailable in such proportion as is
appropriate  to reflect the relative  benefits to the Company,  on the one hand,
and DUNCAN, on the other, in connection with DUNCAN'S  engagement by the Company
under the Agreement, subject to the limitation that in no event shall the amount
of  DUNCAN'S  contribution  to such Claim  exceed  the  amount of fees  actually
received by DUNCAN from the Company  pursuant to DUNCAN'S  engagement  under the
Agreement.  The Company  hereby agrees that the relative  benefits to it, on the
one hand,  and DUNCAN,  on the other hand,  with respect to DUNCAN'S  engagement
under the  Agreement  shall be deemed  to be in the same  proportion  as (a) the
total  value  paid or  proposed  to be paid or  received  by the  Company or its
stockholders  as the case may be,  pursuant to the  transaction  (whether or not
consummated) for which DUNCAN is engaged to render services bears to (b) the fee
paid or proposed to be paid to DUNCAN in connection with such engagement.

      The Company's indemnity,  reimbursement and contribution obligations under
this  Agreement  shall be in addition to, and shall in no way limit or otherwise
adversely  affect any  rights  that an  Indemnified  Party may have at law or at
equity.

      Should DUNCAN, or any of its directors, officers, partners,  shareholders,
members,  agents or  employees,  be required or be  requested  by the Company to
provide  documentary  evidence or testimony in  connection  with any  proceeding
arising from or relating to DUNCAN'S engagement under the Agreement, the Company
agrees to pay all reasonable expenses  (including,  but not limited to, fees and
expenses  of  counsel)  in  complying  therewith  and  customary  fees for sworn
testimony or preparation thereof, payable in advance.

<PAGE>
                                DUNCAN | CAPITAL

                               PROPOSED TERM SHEET

This term sheet  summarizes the principal  terms of a proposed  financing of the
Company.  This  term  sheet is for  discussion  purposes  only.  The  terms  and
conditions are subject to change and this term sheet does not constitute  either
an offer to sell or an offer to purchase  securities.  The  issuance and sale of
any  securities  is subject to  completion  of due  diligence to the  Investors'
satisfaction,  the preparation and negotiation of definitive  documentation and,
subsequent  to the date  hereof,  no material  adverse  developments  shall have
occurred relating to the business,  assets,  operations,  properties,  condition
(financial or otherwise) or prospects of the Company and its subsidiaries, taken
as a whole.

June 9, 2004

ISSUER:                  Technoprises Ltd (OTCBB: TNOLF) (the "Company")

ISSUE:                   Seven Hundred and Fifty Thousand Dollars  ($750,000) of
                         Senior  Convertible   Securities  (the  "Convertible"),
                         convertible,   at  any  time,  into  the  common  stock
                         ("Common Stock") of the Company.  Five Hundred Thousand
                         Dollars will be funded  directly to the Company and the
                         remaining  Two Hundred and Fifty  Thousand will be kept
                         by the Investor as a Bank  Guarantee  for the Agreement
                         the Company has with Lucent Technologies,  Inc. Company
                         may bring other investor for same amount.

WARRANTS:                On the Closing  Date,  the Company  shall issue to each
                         Investor 5- year Warrants (the  "Warrants") to purchase
                         an  aggregate  number  of  shares  equal  to 50% of the
                         principal  amount of the  Notes (on an  as-if-converted
                         basis);  such  Warrants  shall have an  exercise  price
                         equal to the Market  Price on the Closing  Date (but in
                         no  case  shall  the  price  be  less  than  $0.10  per
                         warrant).

INTEREST:                5% payable quarterly in arrears

RIGHT OF                 Upon  thirty  (30) days  prior  written  notice but not
REDEMPTION:              before 6 months,  the  Company  shall have the right to
                         redeem the  Convertible in part or in whole at any time
                         during  the  life of the  Convertible.  The  redemption
                         price  shall  be set at 120% of the  face  value of the
                         convertible plus accrued interest.

TERM:                    One year from closing (the "Closing Date")

CONVERSION PRICE:        The Notes may be converted  into shares of Common Stock
                         (at  any  time at the  option  of the  holder(s))  at a
                         conversion price equal to $0.10.

<PAGE>

                                DUNCAN | CAPITAL

REGISTRATION:            No  later  than 45 days  from  the  Closing  Date,  the
                         Company   shall  file  with  the  SEC  a   registration
                         statement  on  Form f1 (or any  other  applicable  form
                         exclusive to this  offering)  covering the common stock
                         underlying  the Notes and Warrants  (as defined  below)
                         and shall have it declared effective within 120 days of
                         such Closing Date. If the registration statement is not
                         filed  within  45  days  or is,  for  any  reason,  not
                         declared  effective  within 120 days, the Company shall
                         pay liquidated  damages to the Investors.  Such damages
                         shall be paid in cash in an  amount  equal to 1% of the
                         Investor's  subscription  amount  for the first 45 days
                         (or part thereof) after the relevant date (i.e., filing
                         date or effective date), and for any subsequent  30-day
                         period (or part thereof), thereafter.

COLLATERAL:              The Company shall provide a first lien on substantially
                         all of its assets.

LEGAL:                   The Company will pay reasonable legal fees and expenses
                         in an amount not to exceed $10,000.

PLACEMENT AGENT          On the Closing  Date,  the Company  shall pay to Duncan
COMPENSATION:            Capital  (i) a cash fee  equal to 10% of the  aggregate
                         gross  proceeds   raised,   and  (ii)  5-year  warrants
                         ("Placement  Warrants")  to  purchase  such  number  of
                         shares of common  stock  equal to 10% of the  aggregate
                         number of  fully-diluted  shares of common stock issued
                         in connection with the financing. Will receive only 50%
                         commission  on the bank guaranty or other method agreed
                         by  Lucent.  Duncan  will  receive  5%  fee  for  other
                         investor not brought by Duncan in the deal.

ENGAGEMENT OF            The Company shall enter into an engagement  letter (the
DUNCAN:                  "Engagement Letter") with Duncan,  providing that, upon
                         completion of the Initial Financing, Duncan shall serve
                         as  the  Company's   exclusive   advisor  in  financial
                         advisory,  investment banking and related  transactions
                         for a period of twelve  (12) months only if agreed upon
                         the previous  finder  Econor , the company shall do the
                         best to have the other party agree on a Co-  Management
                         role. The company will pay fee on a  performance  basis
                         only.   The   Company   agrees   to  file  a  Form  8-K
                         announcement  of this deal by the close of  business on
                         the business day following the Closing Date.

<PAGE>

                                DUNCAN | CAPITAL

CLOSING:                 On or before June 18, 2004



ACCEPTED AND AGREED:

TECHNOPRISES


___________________________________
Prosper Abitbol
Chairman of the Board &
Chief Executive Officer