<DOCUMENT>

<TYPE>EX-10.2

<SEQUENCE>5

<FILENAME>0005.txt

<DESCRIPTION>DE PA SUBLICENSE

<TEXT>



                              SUB-LICENSE AGREEMENT



         AGREEMENT made and entered into as of the 1st day of July, 1980, by and

between INSITUFORM OF NORTH AMERICA,  INC., a corporation organized and existing

under  the laws of the  State of  Delaware,  hereinafter  referred  to as "North

America" and  Insituform  East,  Inc. of  Hyattsville,  a Delaware  corporation,

having a  principal  place  of  business  at 6525  Belcrest  Road,  Hyattsville,

Maryland, hereinafter referred to as "Operator";



                                   WITNESSETH:



         WHEREAS,  North  America has  valuable  experience  in the  practice of

certain  inventions,  know-how and  techniques  comprising the subject matter of

this Agreement and possesses valuable information with respect thereto;



         WHEREAS,   North  America  is  the  exclusive  licensee  of  INSITUFORM

INTERNATIONAL,  INC., a corporation organized and existing under the laws of the

Netherland  Antilles  having a  principal  place of  business  at P.O.  Box 840,

Curacao,  Netherland,  Antilles,  hereinafter  referred  to as  "International",

throughout the United States of America except California,  of certain know-how,

patent rights and inventions  relating to methods,  apparatus and materials used

in  the  lining  of  sewers,   tunnels,   pipelines  and  other  passageways  by

impregnating an absorbent layer with a synthetic resin, and retaining such layer

in  place  in  such  passageway  while  the  layer  cures  or is  cured  and any

improvements thereon, and



         WHEREAS,  Operator is desirous of gaining knowledge of such inventions,

know-how,  techniques, and information and an exclusive right and license within

and  throughout  the  territory  listed  on  Schedule  A herein  to use the same

together with any and all patent rights and  copyrights  relating  thereto under

which North America has or obtains the right to grant licenses therein;



         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and

undertakings set forth herein, the parties hereto agree, as follows:



         I.       DEFINITIONS.  As employed herein:



         A. "Territory"  shall mean that geographical area set forth on Schedule

A within which  Operator may exploit the various  inventions,  know-how,  patent

rights, techniques and information granted herein.



         B. "Subject  Matter" shall mean and include all methods,  apparatus and

materials  used  in  the  lining  of  sewers,  tunnels,   pipelines,  and  other

passageways  excepting  those used to carry aromatic  hydrocarbons  in a gaseous

state by impregnating an absorbent layer with a synthetic  resin,  and retaining

such layer in place in such passageway while the layer cures or is cured.



         C.  "Know-how"  shall mean and include all  technological  information,

ideas and techniques  relating to the Subject  Matter now owned or  subsequently

acquired by North America or which North America subsequently acquires the right

to  communicate  to its  licensees  within the United  States of America  except

California  except  any  information,  ideas  or  techniques  which  are  common

knowledge to the industry or which are readily available from sources other than

North America.



         D.  "Patent  Rights"  shall mean and  include  the  patents  and patent

applications  designated  in  Schedule B attached  hereto and made a part hereof

together with any and all other patents and patent applications  relating to the

Subject  Matter in the  Territory  under which North  America  has, or hereafter

acquires, the right to license others.



         E. "Copyrights" shall mean and include any and all copyrights at common

and/or  statutory  law within the  Territory  which relate to plans,  brochures,

instructions  or other means of expression  having to do with the Subject Matter

including  photographs,  diagrams and other visual  presentations,  or useful in

connection  with the  commercialization  thereof,  which North  America  has, or

hereafter acquires, the right to license others.



         F.  "Materials"  shall  mean  and  include  any and  all  compositions,

products,  components and other materials,  whether patented or unpatented,  for

use in the practice of the Subject  Matter.  Such Materials shall include by way

of  illustration  but not of  limitation,  the  resin  absorbent  material,  the

impervious  sheet  material,  the  thermosetting  resin  and any  and all  other

materials which go into the lining of passageways or the like in accordance with

the Patent Rights except for such fuels as may be required for energy purposes.



         G. "Apparatus" shall mean and include but not be limited to any and all

tools,  equipment,  instruments,  machines,  and  devices,  whether  patented or

unpatented, for use in the practice of the Subject Matter.



         H. "Royalty"  shall mean an amount payable by Operator to North America

equivalent  to 8% of the gross  contract  price of all  contracts  performed  by

Operator utilizing the Subject Matter as further defined herein.



         II.  GRANT.   North  America  hereby  grants   Operator  an  exclusive,

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