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                                                                     EXHIBIT 2.3

                            AGREEMENT OF NON-DILUTION



         This Agreement of Non-Dilution (the "Agreement") is entered into, as of
the 15th day of February, 1999, between Technology Manufacturing & Design, Inc.,
a Texas corporation ("TMD") and U.S. Technologies Inc., a Delaware corporation
("UST").

         WHEREAS, UST intends to sell all of its capital shares of GWP Inc.. a
Georgia corporation, and the parent corporation of TMD, to Kenneth H. Smith
("Smith") for the purchase price of $1,234,832, which purchase price shall be
payable by the purchase-money, promissory note of Smith (the "Purchase-Money
Note"); and

         WHEREAS, UST has extended and continues to make available, to TMD
certain financial resources which constitute the working capital of TMD (the
"Working Capital Resources"); and

         WHEREAS, TMD desires that UST sell all of its capital shares of GWP
Inc. to Smith and that said Working Capital Resources continue to be made
available to TMD; it is therefore

         AGREED, that in consideration of the aforementioned Working Capital
Resources and other good and valuable consideration, receipt of which is hereby
acknowledged:

         5.       TMD acknowledges and agrees that GWP, Inc. has pledged all of
                  the shares of the capital stock of TMD, currently owned by
                  GWP, Inc., to UST, as security for the payment of the interest
                  and principal under the Purchase-Money Note and for the
                  performance and satisfaction of certain other obligations of
                  Smith and SWP, Inc. (the "Collateral");

         6.       TMD acknowledges and agrees that said Collateral constitutes
                  51% of the voting stock and voting control of TMD;

         7.       TMD acknowledges and agrees that UST, Smith and GWP, Inc. have
                  agreed and acknowledged that the Collateral, at all times
                  prior to the repayment of the Note and the satisfaction of
                  certain other obligations of Smith and GWP, Inc. to UST, shall
                  constitute 51% of the voting stock and voting control of TMD;

         8.       TMD, at all time prior to the repayment of the Note and the
                  satisfaction of the other obligations of Smith and GWP, Inc.
                  to UST, shall take any and all actions and measures necessary
                  to insure that the Collateral constitutes at least 51% of the
                  voting stock and voting control of TMD and shall take no
                  actions of any kind which would dilute the voting shares and
                  voting control of the Collateral;

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         9.       TMD further acknowledges and agrees that a violation of the
                  terms of this Agreement shall constitute an event of default
                  under the Note and, thereby, will enable UST to exercise its
                  remedies thereunder, and under certain other agreements
                  between UST and Smith and UST and GWP, Inc., with respect to
                  the Collateral.

         IN WITNESS WHEREOF, parties have executed this Agreement as of the date
first above written.


                                    U.S. TECHNOLOGIES INC.


                                    By:      /s/ John P. Brocard 
                                        --------------------------------------
                                             John P. Brocard
                                             Executive Vice President




                                    TECHNOLOGY MANUFACTURING & DESIGN, INC.


                                    By:      /s/ Kenneth H. Smith
                                       ---------------------------------------
                                             Kenneth H. Smith
                                             Chief Executive Officer





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