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Teaming Agreement

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TEAMING AGREEMENT


THIS AGREEMENT is entered into as of April 22, 1997 between DUKE ENGINEERING & SERVICES, INC. ("DE&S") and EUROTECH LTD. ("Eurotech").


WHEREAS, the parties desire to work together as a team to market the EKOR technology on a worldwide basis (hereinafter the "Work");


WHEREAS, the parties wish to define their mutual roles, responsibilities and commitments in connection with the development and the performance of the Work;


WHEREAS, the parties intend to consider the formation of a new joint business entity as the market for the Work develops;


NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows:


1. MARKETING


A. The parties shall cooperate as a team to develop market
opportunities for the Work. Any opportunity covered by this
Agreement identified by one party shall be immediately communicated
to the other party.


B. The parties shall mutually market the Work and aggressively pursue
bid opportunities utilizing the respective expertise of each party.


C. Each party shall bear its own costs and expenses in connection with
marketing and submitting proposals for the Work. Neither party shall
commit or obligate the other party to perform any Work or accept any
responsibilities without such other party's prior written consent.


D. The parties shall review each bid opportunity to mutually determine
if a team bid is desired, appropriate, and acceptable to the
customer. Each party will have the right to refuse to bid the Work.
If a party refuses to jointly bid the Work, then only the party
willing to proceed is free to bid the Work alone or with others.


E. Prior to submittal of a team proposal, the parties will determine
whether the proposal will be presented as a joint venture between
the parties or which party will bid as prime contractor with the
other as designated subcontractor. This determination will be made
so as to


result in the most efficient manner of performance of the Work. In
the event of an award, the prime contractor shall offer and the
designated subcontractor shall accept a subcontract from the prime
contractor with the prior agreed upon terms and conditions for its
portion of the Work or the parties shall enter into a joint venture
agreement with the prior agreed upon terms and conditions.


F. The parties agree to establish standard pricing which is competitive
for the Work being provided, and to share proportionately on any
price reductions necessary to win a competitive bid. In addition,
the prime contractor shall not mark up the price proposed by the
subcontracting party named in this Agreement.


G. The designated prime contractor will prepare the proposal, integrate
information supplied by the designated subcontractor, consult with
the designated subcontractor on decisions affecting its input to the
proposal, obtain agreement on contract terms and conditions, and
submit the proposal to the customer. The prime contractor will
identify the other party as subcontractor and use its best efforts
to secure customer approval of the use of the other party. The prime
contractor will keep the subcontractor fully advised of the status
of the proposal including negotiations, schedule, and any change
which may affect the subcontractor's areas of responsibility. If the
subcontractor is not approved by the customer as a subcontractor, or
if the prime contractor is not the successful bidder, the parties
may request agreement to pursue the Work as may be in their
respective best interests. This agreement will not be unreasonably
withheld.


H. Each party hereby commits itself to take the necessary reasonable
steps toward the pursuit of any request for proposal, provided such
proposal is acceptable to both team members, and further commits
itself to the successful performance of any contract based on any
such proposal.


I. If a contract is awarded by a customer, invoices for completed work
will be submitted promptly by the subcontractor to the prime
contractor and the prime contractor will submit promptly the
invoices to the customer in accordance with the customer's purchase
order. Payment received for work of the designated subcontractor
will be made by the prime contractor to the


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subcontractor within ten (10) days following receipt by the prime
contractor of payment from the customer.


The prime contractor agrees to present to the customer any and all
reasonable claims of the designated subcontractor arising out of the
performance of the work provided the designated subcontractor
assists in this presentation at its expense. If thes
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