EUROTECH LTD
SHARE PURCHASE AGREEMENT FOR ZOHAR GENDLER
<DOCUMENT>
<TYPE>EX-10.5.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT FOR ZOHAR GENDLER
<TEXT>

                            SHARE PURCHASE AGREEMENT
                            ------------------------

Made and entered into this 29th day of June, 2000

BETWEEN
MR. ZOHAR GENDLER
Address: 10 Shkedim Street, Kiryat Biyalik 27041, Israel
                                                                  (The "SELLER")
AND
EUROTECH LTD.
Address: 1216 16th St., N.W., Washington D.C. 20036, USA
                                                                   (The "BUYER")

WHEREAS  the Seller has an option to purchase twenty (20) ordinary shares in
         Rademate Ltd., a company which was duly registered under the laws of
         the State of Israel (the "COMPANY") from Technion Entrepreneurial
         Incubator Co. Ltd. ("TEIC"); and
WHEREAS  TEIC is a shareholder and owner of one hundred (100) ordinary shares in
         the Company; and
WHEREAS  the Buyer is a shareholder and owner of ordinary shares in the Company;
         and
WHEREAS  the Buyer wishes to purchase 20 ordinary shares (hereinafter the "20
         Shares") of the Company from Seller for the sum of US$30,000; and
WHEREAS  the Seller wishes to sell the 20 Shares of the Company to Buyer for the
         sum of US$30,000; and
WHEREAS  the Buyer is a major shareholder of the Company and therefore does not
         need or require any representations, warranties or additional
         information from the Seller regarding the Company; and

NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1.       The preamble and exhibits to this Agreement form an integral part
         hereof.

2.       TRANSFER AND PAYMENT
         --------------------
         2.1  TRANSFER OF SHARES. Subject to and upon the terms and conditions
              of this Agreement, Seller shall exercise his option to purchase
              twenty (20) ordinary shares of the Company from TEIC and
              thereafter sell, transfer and assign to Buyer the 20 Shares of the
              Company and Buyer shall acquire all rights, title and interest of
              the Sellers in said 20 Shares. Both parties will sign a Deed of
              Transfer in a form identical to Exhibit A attached hereto and
              Seller will cause the registration of the transfer of the 20
              Shares with the Registrar of Companies and the issuance of the
              share certificates to Buyer.
         2.2  In exchange for the sale to Buyer of the 20 Shares of the Company,
              the Buyer shall pay to Seller a total amount of US$30,000 (thirty
              thousand US dollars), no later than July 14, 2000. The said
              amounts will be transferred by the Buyer to the Israeli bank
              account of the Seller in United States Dollars.

<PAGE>

3.       GOVERNING LAW & JURISDICTION
         ----------------------------
         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.

4.       GENERAL
         -------
         4.1  Both parties agree that this Agreement may be executed in several
              counterparts and all such counterparts together shall be deemed to
              be the original and will constitute but one and the same
              instrument. To remove any doubt, facsimile signature shall be
              deemed as an original for all purposes.
         4.2  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.
         4.3  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 7th business day after the day of mailing.
              Fax messages will be deemed to have been delivered one business
              day after transmission.

              IN WITNESS WHEREOF THE PARTIES HAVE SIGNED



/s/ Don V. Hahnfeldt
-------------------------                       -------------------------
SELLER                                          BUYER

<PAGE>

EXHIBIT A
---------

SHARE TRANSFER DEED
-------------------

I, MR. ZOHAR GENDLER., Identification Number 057671885 of 10 Shkedim Street
Kiryat Biyalik 27041 Israel, in consideration of the sum of US$30,000 (Thirty
Thousand United States Dollars) paid to me by EUROTECH LTD. (hereinafter the
"Buyer"), hereby transfer, assign and sell to the Buyer, 20 SHARES of par value
1.00 NIS each, of the company RADEMATE LTD., company registration number
51-260511-4, a company which was duly registered under the laws of the State of
Israel, to be held by the Buyer, the Executors of his will, his estate managers,
his representatives and assigns, in accordance with all the terms and conditions
under which I held the shares at the time I signed this document.

And I, the Buyer, hereby agree to receive the aforementioned shares in
accordance with the above mentioned terms and conditions.


IN WITNESS WHEREOF, WE HAVE SET OUR HANDS THIS June 29th, 2000 IN HAIFA,
                                                   -----


/s/ Don V. Hahnfeldt
-------------------------                       -------------------------
Seller's signature                              Buyer's signature



-------------------------                       -------------------------
Witnessed by                                    Witnessed by

</TEXT>
</DOCUMENT>
