hydrodec sale $$$$

RNS Number:6313F
Virotec International Ld
25 November 2004

25 November 2004

Sale of HydroDecTM Technology

The Board of Virotec International Ltd ("Virotec")(ASX/AIM: VTI) is pleased to
announce that Vert-eco Group plc ("Vert-eco")(AIM: VRT), a UK based and AIM
listed public company, has satisfactorily completed due diligence and the
Vert-eco Board has formally agreed to the acquisition of Virotec's wholly owned
subsidiary, HydroDec Development Corporation Pty Ltd ("HydroDec").

Furthermore, the Directors of Vert-eco have called an Extraordinary General
Meeting and will unanimously recommend that Vert-eco Shareholders vote, inter
alia, in favour of:

1.An ordinary resolution to approve the acquisition of HydroDec from Virotec
including an issue of shares to Virotec; and
2.A special resolution to change the name of the Company to HydroDec Group plc.

Consideration for the sale is approximately #7 million (approximately A$18
million), to be satisfied as follows:

1. The issue of 60,000,000 shares in Vert-eco at 10p per share (which will
represent approximately 38% of the expanded capital of Vert-eco); and
2. Cash payments totalling #1.0Million (approx. A$2.52 Million) to be
satisfied by:
a) Cash consideration of #500,000 (approx. A$1.26 million); and
b) The repayment of up to #500,000 (approx. $A1.26 million) of debt
due from HydroDec to Virotec.

In addition, Virotec retains its ongoing royalty from HydroDec of 5 per cent of
its gross revenue. Virotec will also appoint two directors to the Board of
Vert-eco.

Virotec Chairman Mr Sheeran states, "This transaction signifies the first major
demonstration of Virotec's corporate objectives as outlined to shareholders in
2002. Virotec has taken a technology, successfully consolidated and
commercialised that technology, and has now sought an appropriate avenue for
international expansion of the technology, while maintaining a significant
ongoing interest in the technology. Virotec is committed to continuing to
deliver its range of technologies worldwide by way of partnering and looks
forward to successfully expanding more of its developing technologies in the
near future."

Today's agreement follows the announcement released on 1 October 2004 wherein
Virotec advised that it had agreed a non-binding heads of agreement with
Vert-eco for the sale of HydroDec to Vert-eco.

The Agreement is subject to a number of commercial conditions, the most
significant being the approval of Vert-eco shareholders as noted above. The
meeting of Vert-eco shareholders will be held on 20 December 2004. Vert-eco's
announcement in relation to this transaction can be viewed on the London Stock
Exchange website (www.londonstockexchange.com) by searching for news under the
code "VRT".

Virotec Chairman Mr Brian Sheeran concludes "We are very happy with the Ag
reement with Vert-eco. We look forward to developing a mutually beneficial
relationship and to capitalising on our operating synergies. This transaction
meets all of Virotec's agendas. It repays Virotec's outstanding loans and
provides a significant ongoing interest in the upside of the HydroDecTM
technology by way of its shareholding in Vert-eco and ongoing royalty from
HydroDec's business activities. The sale also provides for a well funded,
dedicated structure and management for the commercial advancement of the
HydroDecTM technology".


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