INVESTMENT AGREEMENT
                              --------------------

                 Made and entered into this ___ day of May, 2000

                                     BETWEEN

AMSIL Ltd.
Address: P.O. Box 73, Migdal Haemek 10550, Israel
                                                              (The "Company")

                                      AND

EUROTECH Ltd.
Address: 1216 16th Street, NW, Washington, DC 20036
                                                              (The "Investor")


WHEREAS  the Company was formed according to the Agreement dated May 14, 1998,
         and the Investor invested in the Company according to the above
         agreement (the "First Agreement"), and,

WHEREAS  the Company desires to receive an equity investment of 150,000 USD
         during the next months, and,

WHEREAS  the Investor desires to subscribe for additional ordinary and
         management shares of the Company and to make an equity investment in
         the Company, and,

WHEREAS  the Investor has received all of the information requested by it
         regarding the Company and all factual and legal information related
         thereto,


NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1.       The preamble and exhibits to this agreement forms an integral part
         hereof.

2.       PAYMENT
         In exchange for the issuance to it of 250 ordinary shares and 250
         management shares of the Company, the Investor shall invest in the
         Company a total amount of $150,000 (one hundred and fifty thousand US
         dollars), in accordance with the following schedule:

         a)       $75,000 shall be paid by the Investor no later than July 10,
                  2000.
         b)       $75,000 shall be paid by the Investor no later than September
                  10, 2000.

         The said amounts will be transferred by the Investor from it's
non-resident bank account in Israel to the Israeli bank account of the Company,
or will be paid in NIS according to the representative rate of' the bank of
Israel of the payment date.


<PAGE>

3.       DIVISION OF SHARES AND ISSUANCE
         3.1      The Company's share capital at the time of the signing of this
                  agreement consists of 36,000 authorized ordinary shares par
                  value of 0.01 N.I.S each and 1000 management shares, of which
                  1000 shares were issued as follows:
                  a.       Dr. Freddy Romm 500 ordinary and 500 management
                           shares
                  b.       EUROTECH Ltd. 400 ordinary and 400 management shares
                  c.       Employees 100 ordinary and 100 management shares
                           (are held by the trustee - Incubator Ofek LaOleh).

         3.2      125 management and 125 ordinary shares shall be issued to the
                  Investor upon the payment of the first installment and 125
                  management and 125 ordinary shares will be issued to the
                  Investor upon the payment of the second installment.
                  Immediately following the issuance of the shares to the
                  Investor, the Investor shall own 650 management and 650
                  ordinary shares of the Company.

4.       The Investor will be given the right to elect two members to the Board
         of Directors of the Company so long as the Investor hold at least 15%
         of the Company's shares. The Investor will be given the right to elect
         one member to the Board of Directors of the Company so long as the
         Investor hold at least 10% of the Company's management shares.

5        GENERAL
         5.1      This agreement shall be interpreted in accordance with, and
                  governed in all aspects by the laws of the state of Israel and
                  the competent courts in Haifa, shall have the exclusive
                  jurisdiction over all disputes arising between the parties
                  with respect to this agreement, its implementation or
                  interpretation.
         5.2      The failure or delay of either party to require the
                  performance of any term under this Agreement, or the waiver by
                  either party of any breach under this Agreement, shall not
                  prevent subsequent enforcement of such terms, nor be deemed a
                  waiver of any subsequent or prolonged breach.
         5.3      Any notice sent by one party to the other by registered mail
                  to the addresses heading the Agreement, or to addresses
                  provided by one party to the other from time to time will be
                  deemed to have been delivered on the 6th business day after
                  the day of mailing. Fax messages will be deemed to have been
                  delivered one business day after transmission.

6.       All of the provisions of the First Agreement shall apply mutatis
         mutandis to this agreement as if incorporated hereto.

IN WITNESS WHEREOF THE PARTIES HAVE SIGNED


     /s/                                          /s/ Don signature  President
     -----------------                            -------------------
       The Company                                  The Investor