FIRST AMENDMENT TO ROYALTY AGREEMENT


      This First Amendment to Royalty Agreement ("Amendment") is entered into as
of _________ __, 2004 by and between Hi-Tech Environmental Products, LLC, a
Nevada limited liability company ("Hi-Tech") and VitroCo Incorporated, a Nevada
corporation ("VitroCo"), and amends that certain Royalty Agreement dated as of
February 3, 2004 ("Agreement"). Capitalized terms which are not defined herein
are used as they are defined in the Agreement. In the case of any conflict
between this Amendment and the Agreement, the terms of this Amendment shall
control.

      1. Paragraph 5 of the Agreement is hereby amended by adding the following
at the end thereof:

      "Notwithstanding anything contained in this paragraph 5, all sums due
under this paragraph 5 shall be deferred (without interest), and not paid by
VitroCo to Hi-Tech, until such time as the Consolidated Statement of Cash Flows
for VitroTech Corporation indicates that there is Positive Net Cash Flow from
Operating Activities for the time period commencing on February 3, 2004 and
terminating at the end of a calendar quarter. The foregoing analysis shall be
performed at the end of each calendar quarter until such time as the test is
satisfied. Once satisfied, there shall be no further deferral of Royalty
Payments (even if VitroTech Corporation ceases to have Positive Net Cash Flow
from Operating Activities in the future for one or more quarters). The foregoing
deferral shall not affect the amount of Royalty Payments due from VitroCo to
Hi-Tech, but only the timing of the payment thereof.

      All Royalty Payments first becoming due and payable after the end of the
calendar quarter in which the Positive Net Cash Flow test is satisfied shall be
timely paid by VitroCo to Hi-Tech as otherwise provided in this paragraph 5.
After the payment of all such current Royalty Payments, within ten (10) days
after the end of each calendar quarter, VitroCo shall pay to Hi-Tech all
Positive Net Cash Flow from Operating Activities, as shown on the Consolidated
Net Cash Flow for VitroTech Corporation, until such time as all of the deferred
Royalty Payments are paid."

      2. Except as provided above, the Agreement remains unmodified and in full
force and effect.

      In witness whereof, the Agreement remains unmodified and in full force and
effect.


HI-TECH:                                    VITROCO:

Hi-Tech Environmental Products, LLC,        VitroCo Incorporated,
a Nevada limited liability company          a Nevada corporation

By:____________________________             By:_________________________________

   Its:__________________________              Its:_____________________________

                                             By:________________________________

                                                Its:____________________________