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                                                                   EXHIBIT 10.19

                        WAIVER AND REPLACEMENT AGREEMENT

                                  July 20, 2001

U.S. Technologies Inc.
1130 Connecticut Avenue, N.W.
Suite 700
Washington, DC 20036
Attn: Gregory Earls, Chairman
      and Chief Executive Officer

Dear Sir:

         Reference is made to: (i) the Agreement and Plan of Merger, dated as of
February 28, 2001, among U.S. Technologies Inc. ("USXX"), U.S. Technologies
Acquisition Co. and Yazam.com Inc., as amended March 22, 2001 (the "Merger
Agreement"), (ii) the Certificate of Designations, Preferences and Rights of
Series F Convertible Preferred Stock of USXX ("Series F Preferred Stock"), filed
with the Secretary of State of Delaware on March 27, 2001 (the "Certificate of
Designations") and (iii) the Securities Purchase Agreement between the TPG
Entities, as Sellers, and USV Partners L.L.C., as Buyer, of even date herewith
(the "Securities Purchase Agreement") with respect to 10,119.77 shares of USXX
Series F Preferred Stock (the "Shares").

         The undersigned, with respect to the Shares, hereby irrevocably waives
the following: (i) its rights contained in the fourth sentence of Section 5.06
of the Merger Agreement and (ii) its rights contained in Section 5 (Redemption)
of the Certificate of Designations.

         By its execution below, USXX hereby agrees that beginning on September
30, 2002, and for a period of ninety (90) days thereafter, the undersigned shall
have the right to require USXX to redeem the undersigned's shares of Series F
Preferred Stock at a purchase price of $300.00 per share (as adjusted for any
combinations, consolidations, stock distributions or stock dividends or similar
events with respect to such shares); provided, however, that USXX shall not be
obligated to effect such a redemption unless certificates evidencing such shares
of Series F Preferred Stock being redeemed are either delivered to USXX or its
transfer agent or the holder notifies USXX or its transfer agent that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to USXX to indemnify USXX from any loss incurred by it in
connection therewith.

         In the event that all of the holders of Series F Preferred Stock enter
into waiver and replacement agreements with USXX on terms identical to those
contained herein (other than the provision contained in the preceding
paragraph), then USXX, if requested by the undersigned, shall use its best
efforts to amend its Certificate of Designations in a manner consistent with the
terms of this Waiver and Replacement Agreement (such amendment not to include
the provision contained in the preceding paragraph).


                                                                   Exhibit 10.19
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         The construction and performance of this Waiver and Replacement
Agreement shall be governed by the laws of the State of Delaware without regard
to its principles of conflict of laws, and the state and federal courts of
Delaware shall have exclusive jurisdiction over any controversy or claim arising
out of or relating to this Waiver and Replacement Agreement.

         The terms and conditions of this letter shall inure to the benefit of
and be binding upon the respective successors and assigns of USXX and the
undersigned.

         This Waiver and Replacement Agreement may be executed in one or more
counterparts, each of which shall be an original and both of which, when taken
together, shall constitute one and the same instrument.

                                   Sincerely,


                                   USV PARTNERS, L.L.C.

                                   By:  USV Management, L.L.C.


                                   By:  /s/ Gregory Earls
                                      ------------------------------------------
                                   Gregory Earls, Managing Member



AGREED TO AND ACKNOWLEDGED BY:

U.S. TECHNOLOGIES INC.


By: /s/ Allyson Holland
   ---------------------------------------
   Allyson Holland, Vice President
   Controller and Chief Accounting Officer


                                                                   Exhibit 10.19
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