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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000943440-02-000043.txt : 20020414
<SEC-HEADER>0000943440-02-000043.hdr.sgml : 20020414
ACCESSION NUMBER:		0000943440-02-000043
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020131
FILED AS OF DATE:		20020211

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EURO TECH HOLDINGS CO LTD
		CENTRAL INDEX KEY:			0001026662
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040]
		STATE OF INCORPORATION:			D8
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22113
		FILM NUMBER:		02532757

	BUSINESS ADDRESS:	
		STREET 1:		C/O EURO TECH (FAR EAST) LTD 18 F GEE
		STREET 2:		CHANG HONG CENTRE 65 WONG CHUK HANG ROAD
		CITY:			HONG KONG
		STATE:			K3
		ZIP:			00000
		BUSINESS PHONE:		0118522814

	MAIL ADDRESS:	
		STREET 1:		BRITISH VIRGIN ISLANDS LTD
		STREET 2:		TRUSTNET CHAMBERS PO BOX 3444
		CITY:			ROAD TOWN TORROLA BR
		STATE:			D8
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>jan02-6k.txt
<TEXT>
                                  Form 6-K

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549



                            For January 31, 2002


                     Euro Tech Holdings Company Limited
               -----------------------------------------------
               (Translation of registrant's name into English)

        18/F Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong
        -------------------------------------------------------------
                  (Address of Principal executive offices)


	Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

                   Form 20-F  [ X ]        Form 40-F  [   ]


	Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

                         Yes  [   ]      No [  X ]

	If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b):82-____________.


<PAGE>    1

Item 5.	Other Events
- --------------------

	On January 31, 2002, Euro Tech Holdings Company Limited (the
"Registrant") issued a press release with regards to the following:

        *  The acquisition of a 30% equity interest in Pact Asia Pacific
           Ltd., and Yixing Pact Environmental Technology Company, Ltd.,
           privately held engineering firms.

        *  Plan to open six more retail shops.

        *  Expansion of its B2B website.

        The press release is attached as an exhibit and is incorporated
by reference herein.

Item 7.	Financial Statements and Exhibits
- -----------------------------------------

        *  Press Release dated January 31, 2002.[1]

        4.7     Equity Interest Transfer Agreement between Tamworth
        Industrial Ltd. ("Tamworth") and Registrant.[1]

        4.8     Equity Interest Transfer and Shareholders' Agreement
        among Tamworth, Registrant and Pact Asia Pacific Limited.[1]


                               SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   EURO TECH HOLDINGS COMPANY LIMITED
                                   (Registrant)



Dated: February 8, 2002            By: /s/ T. C. Leung
                                      --------------------------------
                                      T.C. Leung, Chief Executive
                                      Officer and Chairman of the Board







- ---------------------------

[1]  Filed herewith.

<PAGE>   2


Exhibit Euro-Tech Holdings Company Limited
Form 6-K
For January 31, 2002

        Euro Tech Holdings Announces Its Recent Developments
        ----------------------------------------------------

HONG KONG, January 31, 2002/PRNewswire/ -- Euro Tech Holdings Company
Limited (Nasdaq: CLWT; (CLWTW) ("Euro Tech") today announced that it
has acquired a 30% equity interest in Pact Asia Pacific Ltd. and
Yixing Pact Environmental Technology Company Ltd. ("Pact") for
approximately US$288,000. Pact is a privately owned engineering firm
situated in Shanghai that specializes in the design, manufacture and
operation of water and waste water treatment plants in several
industries situated in China. Euro Tech believes that Pact's business
is complementary to Euro Tech's as it continues to focus on sales and
marketing of products of others. Euro Tech believes that by aligning
itself with an engineering firm, such as Pact, it may be able to gain
a competitive advantage by offering customers and potential customers
not only hardware but solutions to engineering problems as well. Also,
Euro Tech anticipates that by securing an equity stake in Pact, its
ability to become a supplier to Pact is enhanced. It has taken Euro
Tech approximately ten months to complete the acquisition of an equity
stake in Pact, during which it investigated Pact, its finances,
weighed tax consequences and obtained approval from governmental
authorities in China. Euro Tech is now seeking to make a similar
acquisition of an engineering company specializing in air pollution
control or other complementary environmental protection fields. There
can be no assurance that Euro Tech will locate any such additional
acquisition candidate, successfully complete such additional
acquisition, Pact or any additional acquisition will perform as


<PAGE>    Press Release - Pg. 1


anticipated, will not result in significant unexpected liabilities or
will ever contribute significant revenues or profits to Euro Tech or
that Euro Tech will not lose its entire investment.

	In April of 2001, Euro Tech opened a "pilot" shop in Shanghai to
sell inventoried water and other electronics testing equipment to
potential customers. This was followed by a second shop in Beijing in
the last quarter of 2001. In view of China's accession to the WTO, and
as a result of favorable customer reaction to the shops in Shanghai
and Beijing, Euro Tech is planning to open six more shops over the
next 24 months in the cities of Chongqing, Guangzhou, Xian, Dalian,
Wuhan and Shenyang, with the Chongqing shop planned opening to be next
month. Euro Tech plans to finance each of the shops with its own
operational cash flow and not use outside financing. Euro Tech has
found its two existing shops to be useful as demonstration locations
easily accessed by local customers who can pay in local currency while
Euro Tech can make "off the shelf" sales and move its inventory more
easily. All of the foregoing are perceived by Euro Tech to have had a
positive impact on its business reputation while reducing its
dependency on sub-distributors who may not be loyal to Euro Tech and
distribute products of its competitors. There can be no assurances
that; these shops will prove to be economically viable, Euro Tech will
not sustain losses in connection with the founding costs of opening
and running the shops, hiring personnel and similar expenses; the
shops will result in any significant revenues or profits to Euro Tech.
Also, similar shops may be established by its competitors and/or third
parties.

	In August of 2000, Euro Tech launched a bilingual
Business-to-Business ("B2B") internet platform. The website is located
at (http://www.chinah2o.com). The B2B website is directed at
environmental businesses in China. The purpose of the B2B website is
to connect manufacturers, distributors and suppliers of environmental
protection equipment and related consultants and engineering firms in
the West with potential clients in China (i.e., water, wastewater


<PAGE>    Press Release - Pg. 2


treatment plants, environmental protection bureaus, environmental
monitoring stations, and related industries). The website provides
environmental news, directories of western suppliers, potential
clients in China, advertisement space and business opportunities. Euro
Tech plans on expanding the website to create "virtual" retail shops
to enhance customer "surfing" of the site, its products, prices and
other purchaser interested information with actual transactions to be
completed at its retail shops.

	Certain statements in this news release regarding Euro Tech's
expectations, estimates, present view of circumstances or events, and
statements containing words such as estimates, anticipates, intends,
or expects, or words of similar import, constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements indicate uncertainty and Euro Tech
can give no assurance with regard to actual outcomes. Specific risk
factors may include, without limitation, having Euro Tech's offices
and operations situated in Hong Kong and China, doing business in
China, competing with Chinese manufactured products, competing with
Euro Tech's own suppliers, dependence on vendors, and lack of long
term written agreements with suppliers and customers, development of
new products, entering new markets, possible downturns in business
conditions, increased competition, loss of significant customers,
availability of qualified personnel, negotiating definitive
agreements, new marketing efforts and the timely development of
resources. See the "Risk Factor" discussions in Euro Tech's filings
with the Securities and Exchange Commission.

/CONTACT:  T.C. Leung, Chairman and CEO, or Jerry Wong, CFO +852-2814-0311
or fax, +852-2873-4887, both of Euro Tech Holdings/


<PAGE>     Press Relase - Pg. 3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>3
<FILENAME>jan026kex4-7.txt
<TEXT>
Exhibit 4.7
Euro Tech Holdings Company Limited
Form 6-K
For January 31, 2002



                      EQUITY INTEREST TRANSFER AGREEMENT



                                    between



                             TAMWORTH INDUSTRIAL LTD.




                                       and



                            EURO TECH (FAR EAST) LIMITED










                                  Fangda Partners
                                   19F HSBC Tower
                              101 Yin Cheng East Road
                                   Shanghai China


<PAGE>    Exhibit 4.7 - Pg. 1


                  EQUITY INTEREST TRANSFER AGREEMENT


	THIS EQUITY INTEREST TRANSFER AGREEMENT (this "Agreement"),
dated September 13, 2001, is entered into by and between TAMWORTH
INDUSTRIAL LTD., (a company established and registered in British
Virgin Island, hereinafter referred to as the "Seller") and EURO
TECH (FAR EAST) LIMITED (a limited liability company established in
the Hong Kong Special Administrative Region of the People's Republic
of China, hereinafter referred to as the "Buyer").

        In this Agreement, each of the Buyer and the Seller is
individually referred to as "a Party" and both are collectively
referred to as "the Parties".

	WHEREAS, Yixing PACT Environmental Technology Co., Ltd. (a
limited liability company organized pursuant to the laws of the
People's Republic of China ("PRC") with its legal address at Yixing
Huankeyuan, Jiangsu Province, PRC, hereinafter referred to as  the
"PACT"), is a wholly foreign owned enterprise invested and
established by the Seller, with the registered capital of
US$106,000; and mainly engaged in producing and selling environment
protection equipment; undertaking environment protection project and
providing relevant technology advice, training and services.

        WHEREAS, the Seller duly holds 100% equity interest in the PACT.

        WHEREAS, the Seller agrees to sell to the Buyer, and the Buyer
agrees to purchase from the Seller, 30% of the aforesaid Equity
Interest hold by the Seller ("Equity Interest Transferred").

        NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements herein contained, the
Parties agree as follows:

                  ARTICLE 1      SALE AND PURCHASE
                                 -----------------

        SECTION 1.1   SALE AND PURCHASE OF THE EQUITY INTEREST. On the
terms and subject to the conditions hereof, the Seller agrees to
sell and transfer to the Buyer, and the Buyer agrees to purchase and
acquire from the Seller, all rights and interests of the Equity
Interest, free and clear of all liens, pledges, claims, and other
encumbrances.

        SECTION 1.2   SALE AND PURCHASE PRICE. The aggregate purchase
price payable by the Buyer for the Equity Interest shall be
US$154,403 (the "Purchase Price"). The Buyer shall make payment of
the entire Purchase Price in US Dollars by check to the account then
designated by the Seller on the closing date provided in Section 6.1
of this Agreement.


<PAGE>    Exhibit 4.7 - Pg. 2


          ARTICLE 2     REPRESENTATIONS AND WARRANTIES OF SELLER
                        ----------------------------------------

        The Seller represents and warrants to the Buyer as set forth
below:

        SECTION 2.1   LEGAL STATUS AND CAPACITY OF THE SELLER. The Seller
is a limited liability company with independent corporate personality,
duly registered and validly existing under the laws of British Virgin
Island. The Seller has full and complete legal status and legal capacity
to enter into, deliver and perform this Agreement and can be sued as an
independent party. As far as the Seller knows, the Seller is not
involved in any debts beyond assets, bankruptcy, termination, or any
other significant law suit, arbitration, or other events, status which
may result in grave unfavorable influence on the consummation of the
transaction contemplated hereby and the performance of its obligations
under this Agreement.

        SECTION 2.2   AUTHORIZATION AND APPROVAL. The Seller has full
corporate power and authorization to execute and deliver this
Agreement and all other documents executed or to be executed by the
Seller in connection with the transaction contemplated hereby and to
consummate the transaction contemplated hereby. The execution and
delivery by the Seller of this Agreement and each other document
contemplated hereby, the performance of the Seller of its
obligations under this Agreement and such documents hereto, and the
consummation by it of the transaction contemplated hereby have been
duly authorized and approved. This Agreement has been duly and
validly executed and delivered by the Seller. This Agreement
constitutes and all the relevant documents to be executed by the
Seller in connection with the transaction contemplated hereby when
so executed and delivered will constitute a valid and binding
obligation of the Seller, enforceable against it in accordance with
its terms.

        SECTION 2.3   OWNERSHIP OF THE EQUITY INTEREST. The Equity
Interest is owned of record and beneficially by the Seller, free and
clear of all liens, pledges, claims and encumbrances. On the closing
date, the Buyer will acquire good title to the Equity Interest, free
and clear of all liens, pledges, claims and encumbrances.

        ARTICLE 3       REPRESENTATIONS AND WARRANTIES OF BUYER
                        ---------------------------------------

        The Buyer hereby represents and warrants to the Seller as set
forth below:

        SECTION 3.1   LEGAL STATUS AND CAPACITY OF THE BUYER. The Buyer is
an enterprise with independent legal status and duly registered and
validly existing under the laws of Hongkong, China. The Buyer has
full and complete legal power and capacity to enter into, deliver
and perform this Agreement and can be sued as an independent party.
As far as the Buyer knows, the Buyer is not involved in any debts
beyond assets, bankruptcy, termination, or any other significant law
suit, arbitration, or other events, status which may result in grave
unfavorable influence on the consummation of the transaction
contemplated hereby and the performance of its obligations under
this Agreement (including but not limited to the payment of the
purchasing price).


<PAGE>    Exhibit 4.7 - Pg. 3


        SECTION 3.2   AUTHORIZATION AND APPROVAL. The Buyer has full
corporate power and authorization to execute and deliver this
Agreement and all other documents executed or to be executed by the
Buyer in connection with the transaction contemplated hereby and to
consummate the transaction contemplated hereby. The execution and
delivery by the Buyer of this Agreement and each other document
contemplated hereby, the performance of the Buyer of its obligations
under this Agreement and such documents hereto, and the consummation
by it of the transaction contemplated hereby have been or will be
duly authorized and approved. This Agreement has been duly and
validly executed and delivered by the Buyer. This Agreement
constitutes, and all the relevant documents to be executed by the
Buyer in connection with the transaction contemplated hereby when so
executed and delivered will constitute, a valid and binding
obligation of the Buyer, enforceable against it in accordance with
its terms.

                 ARTICLE 4      EFFECTIVENESS
                                -------------

        SECTION 4.1   CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AGREEMENT. The Parties agree that this Agreement will take effect on
the date when all conditions listed below have been satisfied and
consummated (the "Effective Date"):

        (a)     This Agreement has been executed by duly authorized
                representatives of the Parties and delivered to each other:

        (h)     The Board of Directors of the PACT has adopted
                resolutions according to its Articles of Association duly
                approving this Agreement and the transaction contemplated
                hereby, and has provided such executed resolutions to both
                Parties;

        (i)     The agency of power of the Parties has duly conferred
                corporate authorization on the approval of this Agreement
                and the transaction contemplated hereby in the manner
                stipulated in the Articles of Association and relevant
                organization documents, and has provided such executed
                documents of authorization to the other party;

        (j)     The original examination and approval authority of the
                PACT has issued its complete and unconditional approval of
                this Agreement and the transaction contemplated hereby, and
                both Parties have received such approval duly signed and
                issued;

        (k)     All the permits, agreements, approval and authorization
                of other governmental bodies necessary or useful for the
                performance of the transaction contemplated hereby have
                been obtained, or the Parties waive them in written though
                haven't obtained hereto, or it's believed according to
                rational reason they are to be obtained;


<PAGE>    Exhibit 4.7 - Pg. 4


        (l)     No change of the PRC laws or any other event relating to
                the PACT or the transaction contemplated hereby, which may
                result in significant unfavorable influence on the party's
                interests under this Agreement as well as its ability to
                perform the obligations of this Agreement, will occur after
                the day of signature till the effective day;

        (m)     When signing this Agreement, the Parties have reached an
                agreement and entered into a written contract on the
                assignment which is 30% of the equity interest of the PACT
                ASIA PACIFIC LIMITED("PACT ASIA"), which was invested by the
                Seller and registered in British Virgin Island. The total
                value of that assignment is US$133,597;

        (n)     Prior to the Effective date, the tangible net assets of
                the PACT shall not be less than RMB 912,622 yuan; and

        (o)     The two checks have been received from the Buyer in favor
                of the Seller for the amount of US$ 154,403 for transferring
                shares of PACT and US$ 133,597 for transferring shares of
                PACT ASIA. The checks will be kept by Fangda Partners until
                presentation of the new original certificates of registration
                of PACT and PACT ASIA showing that the shares of PACT and
                PACT ASIA have been transferred.

                    ARTICLE 5        CLOSING CONDITIONS
                                     ------------------

        SECTION 5.1   CONDITIONS TO THE OBLIGATIONS OF THE BUYER UNDER
THIS AGREEMENT. The obligations of the Buyer under this Agreement
shall be subject to the satisfaction, at or prior to the Closing, of
the following conditions:

        (a)     Each and all of the actions, resolutions, decisions,
                consents, approvals, authorizations and permits set forth
                in Section 4.1 above remain in their full and complete
                validity after the Effective Date till and at the Closing;
                and

        (b)     Each of the obligations of the Seller required to be
                performed by it at or prior to the Closing pursuant to the
                terms of this Agreement shall have been duly performed and
                complied with in all material respects, and the
                representations and warranties of the Seller contained in
                this Agreement shall be true and correct in all material
                respects as of the date of this Agreement and as of the
                Closing as though made at and as of the Closing, and the
                Buyer has obtained a certificate signed by the chairman of
                the board of the Seller to prove that the conditions
                stipulated hereto has been satisfied.

        SECTION 5.2   CONDITIIONS TO THE OBLIGATIONS OF THE SELLER UNDER
THIS AGREEMENT. The obligations of the Seller under this Agreement
shall be subject to the satisfaction, at or prior to the Closing, of
the following conditions:


<PAGE>    Exhibit 4.7 - Pg. 5


        (a)     Each and all of the actions, resolutions, decisions,
                consents, approvals, authorizations and permits set forth
                in Section 4.1 above remain in their full and complete
                validity after the Effective Date till and at the Closing;
                and

        (b)     Each of the obligations of the Buyer required to be
                performed by it at or prior to the Closing pursuant to the
                terms of this Agreement shall have been duly performed and
                complied with in all material respects, and the
                representations and warranties of the Buyer contained in
                this Agreement shall be true and correct in all material
                respects as of the date of this Agreement and as of the
                Closing as though made at and as of the Closing, and the
                Seller has obtained a certificate signed by the chairman of
                the board of the Buyer to prove that the conditions
                stipulated hereto has been satisfied.

                        ARTICLE 6       CLOSING
                                        -------

        SECTION 6.1   CLOSING. The closing of the transaction contemplated
hereby (the "Closing") shall be conducted on the early date (no
later than the tenth working day) after the satisfaction of the
Closing conditions stipulated hereto and at the place agreed by the
Parties, provided that the conditions set forth in Article 5 have
been satisfied or waived. The transaction contemplated hereby will
be deemed duly consummated once the Buyer produces the check in US
Dollars for the entire Purchasing Price and the Seller accepts
hereto (The Seller shall not unduly refuse) and another transaction
mentioned in Article 4.1(g) has been completed simultaneously.

                        ARTICLE 7      COVENANTS
                                       ---------

        SECTION 7.1   TAXES. The Buyer shall have no obligations and
responsibilities to indemnify the PACT (including its legal
successor) or the Seller of any taxes and governmental charges, if
any (in whatsoever nature) they have paid for reasons of this
Agreement or the transaction contemplated hereby, other than those
taxes and government charges required to be borne and paid by the
Buyer for the transaction contemplated by this Agreement according
to applicable PRC laws and regulations.

        SECTION 7.2   OBTAINING OF THE PACT'S BOARD RESOLUTIONS. The
Seller agrees and undertakes that it will instruct and cause the
PACT's directors it has appointed to duly approve the resolutions of
the PACT's Board of Directors authorizing this Agreement and the
transaction contemplated hereby in a proper manner within 5 working
days after the execution and delivery of this Agreement.

        SECTION 7.3   PROCUREMENT OF GOVERNMENT APPROVALS. The Seller
agrees to be responsible for applying to the competent government
authorities or the relevant parties for the authorization, licenses,
consents and approvals necessary or useful as listed in Section 4.1,
for and on behalf of the Parties and the PACT, and undertakes that
it will use its best efforts to procure such authorization,
licenses, consents and approvals. The Buyer shall provide all due


<PAGE>    Exhibit 4.7 - Pg. 6


assistance and corporation hereto on reasonable demand by the Seller
and bear the expenses of formalities for the transaction.

        SECTION 7.4   CONSUMMATION OF THE TRANSACTION. The Parties agree
that the transaction contemplated hereby shall be deemed consummated
on the date of the Closing set forth in Section 6.1.

        (b)     Prior to the consummation, the Seller further covenants
                that,

                (p)  it will not apply for or cause others to apply for
                     amendment or cancellation of the approval certificate
                     and business license of the PACT;

                (ii)  it will not take any other measure or action which
                      may influence the ownership of the Equity Interest
                      Transferred and the performance thereof;

                (iii) it will not promise to sell or sell any or all of
                      the Equity Interest Transferred or create any and all
                      liens, pledges, claims, and other encumbrances over
                      the Equity Interest Transferred during the term of
                      this Agreement;

        (b)     After the consummation, the Parties agree to regard the
                following commitments as the binding terms and conditions
                to either, as well as enumerate them in the Articles of
                Association and relevant documents,

               (i)    provided that a Party sells any or all of its Equity
                      Interest and the related rights and benefits during
                      the operating and existing period of PACT after
                      consummation of the transaction contemplated hereby,
                      the other Party shall have the prevail right to
                      purchase. In case of third party intending to
                      purchase 100% shares of PACT and PACT agreeing to
                      sell, the Buyer shall not refuse the sale of its
                      shares in the case that the purchase price is higher
                      than the price the Buyer could offer. In the event
                      that the Buyer refuses to sell under the aforesaid
                      circumstance, the Seller has right to buy the Buyer's
                      30% share holding of PACT at current agreed price
                      plus 50% or at the price of P/E multiple of 5.2 times
                      (i.e. same P/E multiple of current agreed price)
                      pre-tax profit for the latest financial year,
                      whichever is higher;

               (ii)   the PACT shall alter its registered capital with
                      prior consent of both Parties after consummation of
                      the transaction contemplated hereby within the
                      permission by the laws and regulations of PRC;

               (iii)  one member of the Board of Directors of the PACT
                      shall be appointed by the Buyer after consummation
                      of the transaction contemplated hereby. The number
                      of members from the Seller is two or three;


<PAGE>    Exhibit 4.7 - Pg. 7


               (iv)   the PACT will distribute at least 35% of its net
                      profits as dividend for every financial year after
                      consummation of the transaction contemplated hereby,
                      unless it's forbidden by the laws and regulations of
                      PRC;

               (v)    the audit report in line with the financial status
                      of the PACT every year will be issued by Arthur
                      Andersen after consummation of the transaction
                      contemplated hereby;

               (vi)   the PACT and PACT ASIA will continue to employ Mr.
                      Gerge Hayek after consummation of the transaction
                      contemplated hereby, and his annual income obtained
                      from both of the aforesaid companies shall be not
                      less than USD 100,000, and salary increment needs
                      to be approved by both Parties;

               (vii)  Mr. George Hayek undertakes hereby that after
                      consummation of the transaction contemplated hereby,
                      he will not engage in any business activities
                      relation to water treatment and wastewater
                      engineering services within the territory of PRC
                      directly or indirectly, which is through the third
                      party, agents, setting up any business entity or
                      otherwise;

               (viii) Provided that opportunities arise, the Buyer is
                      going to acquire another environmental engineering
                      company, the Buyer should inform the Seller. In case
                      that the nature of business is competitive with PACT,
                      the Seller has right to acquire the Buyer's 30% share
                      holding in PACT at current agreed price plus 50%
                      (plus 10% if such acquisition takes place within 1
                      year after the completion date) or at price of P/E
                      multiple of 5.2 times (i.e. same P/E multiple of
                      current agreed price) pre-tax profit for the latest
                      financial year, whichever is higher;

               (ix)   the PACT shall provide monthly financial statements
                      (including Income Statement, Balance Sheet and Cash
                      Flow Statement etc.) to the Buyer after consummation
                      of the transaction contemplated hereby;

               (x)    the PACT shall provide quarterly analysis of Orders
                      received, Sales (and Profits) and Backlog to the
                      Buyer after consummation of the transaction
                      contemplated hereby;

               (xi)   the PACT shall not make any loan/advance to its staff,
                      directors, shareholders or related companies without
                      the Buyer's consent (except reasonable advance to
                      staff for business trip);

               (xii)  the directors' bonus scheme of the PACT must be
                      approved by the Parties and the bonus scheme of
                      employees shall be approved by the Buyer in case of
                      anything deviated from the existing scheme (Annex 1)
                      after consummation of the transaction contemplated
                      hereby;


<PAGE>    Exhibit 4.7 - Pg. 8


               (xiii) the PACT's existing bonus scheme to Ms Xia Xiao Hong
                      (10% share of net profits) will be cancelled and the
                      Seller has the option to transfer 10% of their shares
                      to Ms Xia after consummation of the transaction
                      contemplated hereby.

        SECTION 7.5   CONFIDENTIALITY. The Parties agree that during the
term of this Agreement, they will, keep strict confidential this
Agreement and the transaction contemplated hereby, confine the
persons having access to information regarding this Agreement and
the transaction contemplated hereby to the scope of their directors,
senior management and others who have to know such for their
performance of this Agreement, and not disclose any information
hereof to any third party except for the disclosure to related
parties or governmental authorities for obtaining the necessary
authorizations, permits, consents and approvals contained in Section
4.1, or otherwise as required by the law. The Seller undertakes that
it will cause and assure the PACT to observe the regulations hereto.
Disseminating news to the public by the Buyer to comply with the
Material News Requirements as stipulated by NASDAQ Regulatory
Requirements will be the exception.

               ARTICLE 8       MISCELLANEOUS PROVISIONS
                               ------------------------

        SECTION 8.1   AMENDMENT AND MODIFICATION. This Agreement may be
amended, modified or supplemented by a written instrument signed by
the Parties.

        SECTION 8.2   WAIVER OF COMPLIANCE; CONSENTS. Any failure of the
Buyer, on the one hand, or of the Seller, on the other hand, to
comply with any obligation, covenant, agreement or condition
contained herein may be waived in writing by the Seller or the
Buyer, respectively, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect
to, any other failure.

        SECTION 8.3   VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement, which
shall remain in full force and effect.

        SECTION 8.4   PARTIES IN INTEREST. This Agreement shall be binding
upon and, except as otherwise provided herein, inure solely to the
benefit of each Party (including its legal successors), and nothing
in this Agreement, except as otherwise set forth herein, express or
implied, is intended to confer upon any other person any rights or
remedies and to create for any other person any responsibilities and
obligations of any nature whatsoever under or by reason of this
Agreement.

        SECTION 8.5   NOTICE. Notices or other communications under this
Agreement shall be made in written, and

        (i)     Notices given by personal delivery shall be deemed
                effectively given on the date of delivery;


<PAGE>    Exhibit 4.7 - Pg. 9


        (ii)    Notices given by mail (by registered airmail or mail with
                certificate, postage prepaid, which needs receipt) shall be
                deemed effectively given once received,

        (iii)   Notices shall be deemed effectively given on the
                second business day following the date of delivery to a
                recognized courier service,

        (iv)    Notices given by facsimile, Email or fax shall be deemed
                effectively given on the date of transmission.

      Each Party shall assure the receipt of the other party based on a
common way to conduct such communication correspondence, and the
address is set forth below,

        (a)     Party A:   TAMWORTH INDUSTRIAL LTD.
                -----------------------------------
                Attention:  George Hayek
                Telephone Number:  0086-13916004410
                Fax Number:  0086-21-64276210

        (b)     Party B:   EURO TECH (FAR EAST) LIMITED
                ---------------------------------------
                Attention:  T. C. Leung
                Telephone Number:  882-28755826
                Fax Number:  852-28700171

        SECTION 8.6   GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of PRC.

        SECTION 8.7   DISPUTE SETTLEMENT. Any disputes, claims or
controversies (the "Dispute") arising out of or in connection with
this Agreement shall first be amicably settled by the Parties. If no
such settlement can be reached within fifteen (15) days after the
occurrence of the Dispute, either Party shall have the right to
submit the Dispute to the China International Economic and Trade
Arbitration Commission (CIETAC), Shanghai Sub-commission for
arbitration pursuant to the Arbitration Law of PRC and CIETAC's
arbitration rules then effective. The arbitral award shall be final
and binding on both Parties.

        SECTION 8.8   COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same agreement.


<PAGE>    Exhibit 4.7 - Pg. 10


        SECTION 8.9   HEADINGS.  The headings of each Section under this
Agreement are only for the purpose of reading convenience, and shall
not be regarded as parts of the Agreement, or by any mean influence
the meaning or interpretation hereto.

        SECTION 8.10   ENTIRE AGREEMENT.  This Agreement embodies the
entire agreement and understanding of the Parties in respect of the
subject matter contained herein or therein. There are no agreements,
representations, warranties or covenants other than those expressly
set forth herein or therein. This Agreement supersedes all prior
agreement and understandings between the Parties with respect to
such subject matter.

        SECTION 8.11  ASSIGNMENT. This Agreement shall not be assigned by
operation of Law or otherwise without prior written consent of the
opposing Party.

        SECTION 8.12   LANGUAGE. This Agreement is being executed in both
English and Chinese language versions. The two language versions
shall have the same legal effect.

        SECTION 8.13  TERMINATION.  Either Party has the right by 30 days
notice in writing to terminate this Agreement as from the date of
service of such notice in the event the other party breaches this
Agreement.


        IN WITNESS WHEREOF, each of the Parties has caused this
Agreement to be signed on the date first above written.


<PAGE>    Exhibit 4.7 - Pg. 11




(No text on this page)


SELLER:                                 BUYER:

TAMWORTH INDUSTRIAL LTD.	 	EURO TECH (FAR EAST) LIMITED

By:  /s/ George Hayek                   By:  /s/ T. C. Leung
   ------------------------------          --------------------------------
Name:  George Hayek 			Name:  T. C. Leung
Position:  Director and Chairman        Position:  Chairman
Address: British Virgin Island          Address: 18/F Gee Chang Hong Center,
P.O. Box 957                            65 Wong Chuk Hang Road, Hongkong
Offshore Incorporation Centre
Roadtown, Totola BUI



<PAGE>    Exhibit 4.7 - Pg. 12


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>4
<FILENAME>jan026kex4-8.txt
<TEXT>
Exhibit 4.8
Euro Tech Holdings Company Limited
Form 6-K





             EQUITY INTEREST TRANSFER AND SHAREHOLDERS' AGREEMENT



                                    between



                            TAMWORTH INDUSTRIAL LTD.




                                      and



                          EURO TECH (FAR EAST) LIMITED




                                      and



                           PACT ASIA PACIFIC LIMITED


<PAGE>    Exhibit 4.8 - Pg. 1


         EQUITY INTEREST TRANSFER AND SHAREHOLDERS' AGREEMENT


	THIS EQUITY INTEREST TRANSFER AND SHAREHOLDERS' AGREEMENT (this
"Agreement"), dated 11.22, 2001, is entered into by and between
TAMWORTH INDUSTRIAL LTD., (a company established and registered in
the British Virgin Islands ("BVI"), hereinafter referred to as the
"Seller"), EURO TECH (FAR EAST) LIMITED (a limited liability company
established in the Hong Kong Special Administrative Region of the
People's Republic of China, hereinafter referred to as the "Buyer")
and PACT ASIA PACIFIC LIMITED (a company established and registered
in the BVI, with its registered office at the offices of Offshore
Incorporations Limited, P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola,  BVI, hereinafter referred to as
"PACT").

        In this Agreement, each of the Buyer and the Seller is
individually referred to as "a Party" and both are collectively
referred to as "the Parties".

	WHEREAS, PACT is a company with authorized capital of US$50,000
divided into 50,000 shares of US$1.00 each and paid-up capital of
US$10,000 and is mainly engaged in producing and selling environment
protection equipment; undertaking environment protection project and
providing relevant technology advice, training and services.

        WHEREAS, the Seller duly holds 100% equity interest in PACT
which consists of 10,000 shares each of US$1.00 par value ("Equity
Interest").

        WHEREAS, the Seller agrees to sell to the Buyer, and the Buyer
agrees to purchase from the Seller, 30% of the Equity Interest held
by the Seller ("Equity Interest Transferred").

        NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements herein contained, the
Parties and PACT agree as follows:

                   ARTICLE 1       SALE AND PURCHASE
                                    -----------------

        SECTION 1.1     SALE AND PURCHASE OF THE EQUITY INTEREST. On the
terms and subject to the conditions hereof, the Seller agrees to
sell and transfer to the Buyer, and the Buyer agrees to purchase and
acquire from the Seller, all rights and interests of the Equity
Interest Transferred, free and clear of all liens, pledges, claims,
and other encumbrances.

        SECTION 1.2     SALE AND PURCHASE PRICE. The aggregate purchase
price payable by the Buyer for the Equity Interest Transferred shall
be US$133,597 (the "Purchase Price").


<PAGE>    Exhibit 4.8 - Pg. 2


          ARTICLE 2       REPRESENTATIONS AND WARRANTIES OF SELLER
                          ----------------------------------------

        The Seller represents and warrants to the Buyer as set forth
below:

         SECTION 2.1   LEGAL STATUS AND CAPACITY OF THE SELLER. The
Seller is a limited liability company with independent corporate
personality, duly registered and validly existing under the laws of
the BVI. The Seller has full and complete legal status and legal
capacity to enter into, deliver and perform this Agreement and can
be sued as an independent party. As far as the Seller knows, the
Seller is not involved in any debts beyond assets, bankruptcy,
termination, or any other significant law suit, arbitration, or
other events, status which may result in grave unfavorable influence
on the completion of the transaction contemplated hereby and the
performance of its obligations under this Agreement.

         SECTION 2.2   AUTHORICATION AND APPROVAL. The Seller has
full corporate power and authorization to execute and deliver this
Agreement and all other documents executed or to be executed by the
Seller in connection with the transaction contemplated hereby and to
complete the transaction contemplated hereby. The execution and
delivery by the Seller of this Agreement and each other document
contemplated hereby, the performance of the Seller of its
obligations under this Agreement and such documents hereto, and the
completion by it of the transaction contemplated hereby have been
duly authorized and approved. This Agreement has been duly and
validly executed and delivered by the Seller. This Agreement
constitutes and all the relevant documents to be executed by the
Seller in connection with the transaction contemplated hereby when
so executed and delivered will constitute a valid and binding
obligation of the Seller, enforceable against it in accordance with
its terms.

        SECTION 2.3   OWNERSHIP OF THE EQUITY INTEREST. The Equity
Interest is owned on record and beneficially by the Seller, free and
clear of all liens, pledges, claims and encumbrances. On the Closing
Date, the Buyer will acquire good title to the Equity Interest
Transferred, free and clear of all liens, pledges, claims and
encumbrances.

          ARTICLE 3      REPRESENTATIONS AND WARRANTIES OF BUYER
                         ---------------------------------------


        The Buyer hereby represents and warrants to the Seller as set
forth below:

        SECTION 3.1   LEGAL STATUS AND CAPACITY OF THE BUYER. The Buyer
is an enterprise with independent legal status and duly registered and
validly existing under the laws of Hong Kong, China. The Buyer has
full and complete legal power and capacity to enter into, deliver
and perform this Agreement and can be sued as an independent party.
As far as the Buyer knows, the Buyer is not involved in any debts
beyond assets, bankruptcy, termination, or any other significant law
suit, arbitration, or other events, status which may result in grave
unfavorable influence on the completion of the transaction
contemplated hereby and the performance of its obligations under
this Agreement (including but not limited to the payment of the
Purchase Price).


<PAGE>    Exhibit 4.8 - Pg. 3


        SECTION 3.2   AUTHORIZATION AND APPROVAL. The Buyer has full
corporate power and authorization to execute and deliver this
Agreement and all other documents executed or to be executed by the
Buyer in connection with the transaction contemplated hereby and to
complete the transaction contemplated hereby. The execution and
delivery by the Buyer of this Agreement and each other document
contemplated hereby, the performance of the Buyer of its obligations
under this Agreement and such documents hereto, and the completion
by it of the transaction contemplated hereby have been or will be
duly authorized and approved. This Agreement has been duly and
validly executed and delivered by the Buyer. This Agreement
constitutes, and all the relevant documents to be executed by the
Buyer in connection with the transaction contemplated hereby when so
executed and delivered will constitute, a valid and binding
obligation of the Buyer, enforceable against it in accordance with
its terms.

           ARTICLE 4     CONDITIONS PRECEDENT TO EQUITY PURCHASE
                         ---------------------------------------

        SECTION 4.1   CONDITIONS PRECEDENT:  The Parties agree that
Closing of this transaction as specified in Article 6 shall be
conditional on the fulfillment of the following:

        (a)     that the Board of Directors of PACT has adopted
                resolutions according to its Articles of Association duly
                approving this Agreement and the transaction contemplated
                hereby and certified copies of the executed resolutions are
                given to both Parties;

        (b)     that the Parties have obtained corporate authorization to
                enter into this Agreement and the transaction contemplated
                hereby in the manner stipulated in the Articles of
                Association and relevant organization documents, and have
                provided such executed documents of authorization to the
                other Party;

        (c)     that satisfactory evidence has been provided to the Buyer
                that all the permits, agreements, approval and authorization
                of other governmental bodies which the Parties have agreed as
                necessary or useful for the performance of the transaction
                contemplated hereby have been obtained, unless the Buyer
                waives them in writing;

        (d)     that no changes of BVI laws or any other event relating
                to PACT or the transaction contemplated hereby, which may
                result in significant unfavorable influence on the Buyer's
                interests under this Agreement as well as its ability to
                perform its obligations under this Agreement, will occur
                after the date of this Agreement until the Closing Date;

        (e)     that the Parties have reached agreement and have entered
                into a written contract for the transfer of 30% of the equity
                interest of the Yixing PACT Environmental Technology Co.
                Ltd.("YIXING PACT") owned by the Seller and registered in the
                People's Republic of China from the Seller to the Buyer (the
                "China Contract") for a consideration of US$154,403, and that


<PAGE>    Exhibit 4.8 - Pg. 4


                the conditions precedent of that China Contract have been
                fulfilled or waived by the Buyer;

        (f)     evidence satisfactory to the Buyer that the Net Tangible
                Assets of PACT shall not be less than RMB 791,352 yuan on and
                before the Closing Date, the tangible net assets of PACT
                being determined by referring to PACT's management accounts
                as at Closing Date;

                For the purposes of this subsection (f), "Net Tangible
                Assets" means total tangible assets minus total liabilities.

        (g)     the service agreement between PACT and Mr. George Hayek
                ("George") in the form mutually agreed by the Buyer and
                Seller which sets out among other things, the following key
                terms:

                *  that PACT will continue to employ George after completion
                   of the transaction contemplated hereby;

                *  that George's annual income obtained from PACT, together
                   with his annual income from YIXING PACT shall be not less
                   than USD 100,000 and that any salary increment needs to be
                   approved by both Parties;

                *  that George undertakes that he will not engage in setting
                   up any business activities with another company in relation
                   to water treatment and wastewater engineering services
                   within the territory of PRC either directly or indirectly
                   through third party agents and that he will keep the
                   promise during the time he work for PACT and YIXING PACT
                   and any company/companies which have equity interest of
                   PACT and YIXING PACT and its successor (if possible) and
                   for one year after he leave such company/companies;

                be entered into on or before the Closing Date.

        SECTION 4.2  WAIVER:  The Buyer may waive all or any of the
conditions precedent in Section 4.1 in whole or in part at any time by
notice in writing to the Seller.

        SECTION 4.3  TERMINATION DATE:  If all the conditions precedent in
Section 4.1 are not fulfilled or waived on or before January 31, 2002 (or
such later date as the parties may agree in writing) (the "Termination
Date") none of the Parties shall have any rights or obligations under
this Agreement (so that no Party shall have any claims against the others
for costs, damages, compensation or otherwise) except for the provisions
of Article 5 (Payment held by Fangda), Section 7.7, Sections 8.6, 8.7 and
8.10 which shall continue to apply.


<PAGE>    Exhibit 4.8 - Pg. 5


        SECTION 4.4    REASONABLE ENDEAVOURS:  The Seller, the Buyer and
PACT shall use all reasonable endeavours to procure that the conditions
in Section 4.1 are fulfilled on or before the Termination Date.

                ARTICLE 5      PAYMENT HELD BY FANGDA PARTNERS
                               -------------------------------

        SECTION 5.1   PAYMENT HELD BY FANGDA PARTNERS. The Buyer shall
deliver two cheques within 7 days after the execution of this
Agreement in favor of the Seller to Fangda Partners for an amount of
US$ 133,597 as consideration for the Equity Interest Transferred to
the Buyer and US$ 154,403 as payment for transferring shares of
YIXING PACT to the Buyer. The Parties agree that the cheques will be
kept by Fangda Partners until the Closing occurs in accordance with
Article 6 or in the event the Termination Date has passed, the 2
cheques shall forthwith be returned to the Buyer.

                        ARTICLE 6        CLOSING
                                         -------

        SECTION 6.1   CLOSING. Subject to Section 4.3 above, the closing
date of the transaction contemplated hereby shall take place on the
earliest practicable date at the place agreed by the Parties after
all conditions precedent in Section 4.1 have been fulfilled or
waived by the Buyer pursuant to Section 4.2 (the "Closing Date").

(a)    On  the Closing Date, the Seller shall deliver to the Buyer:

       (i)    a copy of the service agreement duly executed by PACT and
              George as described in Section 4.1(g);

       (ii)   certified copy of the share register of PACT showing that
              the Buyer as the registered holder of the Equity Interest
              Transferred; and

       (iii)  certified copy of the certificate of registration of
              YIXING PACT showing the Buyer as the registered holder of
              YIXING PACT of 30% equity interest of YIXING PACT as
              described in the China Agreement;

(b)	On the Closing Date, PACT shall instruct its registered agent
to file a certified copy of the share register of PACT with the
Registrar of Companies pursuant to Section 111A of the International
Business Companies Ordinance 1984 (as amended).

(c)	Subject to the Buyer having received the documents described
in sub-section (a) above and confirmation in writing from the
registered agent of PACT that the share register of PACT has been
filed with the Registrar of Companies, it shall instruct Fangda
Partners to release the 2 cheques to the Seller as payment for the
transfers.


<PAGE>    Exhibit 4.8 - Pg. 6


               ARTICLE 7      PRE-CLOSING AND POST-CLOSING ACTS
                              ---------------------------------

        SECTION 7.1   TAXES. The Parties agree that the Buyer shall have
no obligations and responsibilities to indemnify PACT (including its
legal successor) or the Seller of any taxes and governmental
charges, if any (in whatsoever nature) they have paid for reasons of
this Agreement or the transaction contemplated hereby, other than
those taxes and government charges required to be borne and paid by
the Buyer for the transaction contemplated by this Agreement
according to applicable BVI laws and regulations.

        SECTION 7.2   OBTAINING PACT'S BOARD RESOLUTIONS. The Seller
agrees and undertakes that it will instruct and cause the PACT's
directors it has appointed to duly approve the resolutions of PACT's
Board of Directors authorizing this Agreement and the transaction
contemplated hereby in a proper manner within 5 working days after
the execution of this Agreement.

        SECTION 7.3   PROCUREMENT OF GOVERNMENT APPROVALS. The Seller
agrees to be responsible for applying to the government authorities
or the relevant parties for the authorization, licenses, consents
and approvals necessary or useful as listed in Section 4.1, for and
on behalf of the Parties and PACT, and undertakes that it will use
its best efforts to procure such authorization, licenses, consents
and approvals. The Buyer shall provide all due assistance and
corporation hereto on reasonable demand by the Seller and bear the
expenses of formalities for procuring such authorization, licenses,
consents and approvals.

        (a)   SECTION 7.4   SELLER'S NON-INTERFERENCE. The Seller
further covenants that,

              (i)   it will not apply for or cause others to apply for
                    amendment or cancellation of the approval certificate
                    and business license of PACT;

              (ii)  it will not take any other measure or action which may
                    influence the ownership of the Equity Interest
                    Transferred and the performance thereof;

              (iii) it promises not to sell any or all of the Equity
                    Interest Transferred or create any and all liens,
                    pledges, claims, and other encumbrances over the Equity
                    Interest Transferred during the term of this Agreement;

        SECTION 7.5   OTHER TERMS. The Parties and PACT agree that should
the Agreement be completed, the Parties and PACT are to regard the
following commitments as the binding terms and conditions which
shall survive Closing,

        (i)     that should a Party intend to sell any or all of its
                shares in PACT and the related rights and benefits during
                the operating and existing period of PACT to a third party
                after Closing, the other Party shall have the right of
                first refusal executable by giving notice to the Party


<PAGE>    Exhibit 4.8 - Pg. 7


                intending to sell the shares within 7 days of being
                notified of the intended sale to purchase the shares in
                PACT offered for sale to the third party at that price.
                In the event that the Buyer refuses to sell under the
                aforesaid circumstance, the Seller has the right to buy
                the Buyer's Equity Interest Transferred at the price of
                US$200,595.50 or at the price of 5.2 times the Pre-Tax
                Profit for the latest financial year, whichever is higher;

                For the purposes of this Section 7.5, "Pre-Tax Profit"
                means net profit before deducting profits tax.

        (ii)    that one member of the Board of Directors of PACT shall
                be nominated by the Buyer after completion of the
                transaction contemplated hereby. The number of directors
                nominated by the Seller is two;

        (iii)   that PACT distributes at least 35% of its Net Profits as
                dividend for every financial year after completion of the
                transaction contemplated hereby, subject to compliance
                with the laws and regulations of BVI;

                For the purposes of this subsection (iii), "Net Profits"
                means profits after deducting profits tax.

        (iv)    the accounts of PACT every year shall be audited by
                Arthur Andersen or some other international accounting
                firm agreed by the Parties after completion of the
                transaction contemplated hereby;

        (v)     in the event opportunities arise and the Buyer intends to
                acquire another environmental engineering company
                ("Intended Acquisition"), the Buyer should inform the
                Seller of this intention. In the event the nature of
                business of the Intended Acquisition is competing with
                PACT, the Seller has the right to acquire the Buyer's
                Equity Interest Transferred at a price of US$200,395.50
                (or US$146,956.70 if such acquisition takes place within 1
                year after the Closing Date) or at the price of 5.2 times
                the Pre-Tax Profit (as defined in Section 7.5(i) for the
                latest financial year, whichever is higher);

        (vi)    PACT shall provide monthly financial statements
                (including Income Statement, Balance Sheet and Cash Flow
                Statement etc.) to the Buyer after completion of the
                transaction contemplated hereby within 7 days from the
                last day of the previous month;

        (vii)   PACT provide quarterly analysis of Orders received,
                Sales (and Profits) and Backlog to the Buyer after
                completion of the transaction contemplated hereby within 7
                days from the last day of the previous quarter;

                For purposes of this subsection (vii), "Orders" means
                sales orders received from customers, "Sales" means
                invoiced value of goods and services supplied to


<PAGE>    Exhibit 4.8 - Pg. 8


                customers, "Profits" means sales value minus costs of
                sales and "Backlog" means incomplete orders.

        (viii)  that PACT does not make any loan/advance to its staff,
                directors, shareholders or related companies without the
                Buyer's consent (except reasonable advance to staff for
                business trip);

        (ix)    that the implementation of PACT's directors' bonus scheme
                and any changes thereafter, any deviation of the existing
                employees' bonus scheme (the existing scheme as set out in
                Annex 1) and any changes to the share register must be
                approved by both Parties;

        SECTION 7.6   CANCELLATION OF MS XIA XIAO HONG'S BONUS SCHEME WITH
PACT. The Parties agree to procure that the directors of PACT cancel
its existing bonus scheme (10% share of net profits) with Ms Xia
Xiao Hong immediately on the Closing Date and that the Seller be
given the option to transfer 10% of its shares to Ms Xia anytime
after the Closing Date. In the event the Seller elects to exercise
its option to transfer any of its shares to Ms Xia Xiao Hong, the
Seller undertakes to procure that Ms Xia Xiao Hong enters into a
deed of adherence (in a form acceptable to the Parties) which binds
her to the terms of the Agreement before effecting the transfer.

        SECTION 7.7   CONFIDENTIALITY. The Parties and PACT agree that
they will keep the strictest confidence on this Agreement and the
transaction contemplated hereby, and confine access to information
regarding this Agreement and the transaction contemplated hereby to
their directors, senior management and others who may be required to
know such information to enable them to perform this Agreement, and
not disclose any information hereof to any third party except for
the disclosure to related parties or governmental authorities for
obtaining the necessary authorizations, permits, consents and
approvals contained in Section 4.1, or otherwise as required by law.
For the avoidance of any doubt, disseminating news to the public by
the Buyer to comply with the Material News Requirements as
stipulated by NASDAQ Regulatory Requirements is an exception.

               ARTICLE 8       MISCELLANEOUS PROVISIONS
                               ------------------------

        SECTION 8.1   AMENDMENT AND MODIFICATION. This Agreement may be
amended, modified or supplemented by a written instrument signed by
the Parties.

        SECTION 8.2   WAIVER OF COMPLIANCE; CONSENTS. Any failure of the
Buyer, on the one hand, or of the Seller, on the other hand, to
comply with any obligation, covenant, agreement or condition
contained herein may be waived in writing by the Seller or the
Buyer, respectively, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect
to, any other failure.


<PAGE>    Exhibit 4.8 - Pg. 9


        SECTION 8.3   VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement, which
shall remain in full force and effect.

        SECTION 8.4   PARTIES IN INTEREST. This Agreement shall be binding
upon and, except as otherwise provided herein, inure solely to the
benefit of each Party (including its legal successors), and nothing
in this Agreement, except as otherwise set forth herein, express or
implied, is intended to confer upon any other person any rights or
remedies and to create for any other person any responsibilities and
obligations of any nature whatsoever under or by reason of this
Agreement.

        SECTION 8.5   NOTICE. Notices or other communications under this
Agreement shall be in written form, and

        (i)     Notices given by personal delivery shall be deemed
                effectively given on the date of delivery;

        (ii)    Notices given by mail (by registered airmail or mail with
                certificate, postage prepaid, which needs receipt) shall be
                deemed effectively given once received,

        (iii)   Notices shall be deemed effectively given on the
                second business day following the date of delivery to a
                recognized courier service,

        (iv)    Notices given by facsimile, Email or fax shall be deemed
                effectively given on the date of transmission.

        Each Party shall assure the receipt of the other party based on a
common way to conduct such communication correspondence, and the
address is set forth below,

        (a)     Party A:   TAMWORTH INDUSTRIAL LTD.
                -----------------------------------

                Attention:  George Hayek
                Telephone Number:  0086-21-6427-6203
                Fax Number:   0086-21-6427-6247

(b)             Party B:  EURO TECH (FAR EAST) LIMITED
                --------------------------------------
                Attention:  T. C. Leung
                Telephone Number:  387-33826
                Fax Number:  287-34887


<PAGE>    Exhibit 4.8 - Pg. 10


(c)		Party C:  PACT ASIA PACIFIC LIMITED
                -----------------------------------
                Attention:  George Hayek
                Telephone Number:  0086-21-6427-6203
                Fax Number:  0086-21-6427-6210

        SECTION 8.6   GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the British Virgin
Islands.

        SECTION 8.7   DISPUTE SETTLEMENT. Any disputes, claims or
controversies (the "Dispute") arising out of or in connection with
this Agreement shall first be amicably settled by the Parties. If no
such settlement can be reached within fifteen (15) days after the
occurrence of the Dispute, either Party shall have the right to
submit the Dispute to the China International Economic and Trade
Arbitration Commission (CIETAC), Shanghai Sub-commission for
arbitration pursuant to the Arbitration Law of PRC and CIETAC's
arbitration rules then effective. The arbitral award shall be final
and binding on both Parties.

        SECTION 8.8   COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same agreement.

        SECTION 8.9   HEADINGS. The headings of each Section under this
Agreement are only for the purpose of reading convenience, and shall
not be regarded as parts of the Agreement, or by any mean influence
the meaning or interpretation hereto.

        SECTION 8.10  ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding of the Parties in respect of the subject
matter contained herein or therein. There are no agreements,
representations, warranties or covenants other than those expressly
set forth herein or therein. This Agreement supersedes all prior
agreement and understandings between the Parties with respect to
such subject matter.

        SECTION 8.11   ASSIGNMENT. This Agreement shall not be assigned by
operation of law or otherwise without prior written consent of the
opposing Party.

        SECTION 8.12  TERMINATION. Either Party has the right by 30 days
notice in writing to terminate this Agreement as from the date of service
of such notice in the event the other party breaches this Agreement.

        IN WITNESS WHEREOF, each of the Parties has caused this Agreement
to be signed on the date first above written.


<PAGE>    Exhibit 4.8 - Pg. 11



(No text on this page)


SELLER:                                 BUYER:

TAMWORTH INDUSTRIAL LTD.	 	EURO TECH (FAR EAST) LIMITED

By:  /s/ George Hayek                   By: /s/ T. C. Leung
   ----------------------------            --------------------------------

Name:  George Hayek 			Name:  T. C. Leung
Position:  Chairman			Position:  Chairman
Address: British Virgin Islands         Address: 18/F Gee Chang Hong Centre,
P.O. Box 957                            65 Wong Chuk Hang Road, Hong Kong
Offshore Incorporation Centre
Roadtown, Tortola

PACT:

PACT ASIA PACIFIC LIMITED

By: /s/ George Hayek
   ---------------------------

Name:  George Hayek
Position:  Chairman
Address: British Virgin Islands
P.O. Box 957
Offshore Incorporation Centre
Roadtown, Tortola


<PAGE>    Exhibit 4.8 - Pg. 12


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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