SITE INFORMATION AND CORRESPONDENCE

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TERMS AND CONDITIONS I.BILLING AND PAYMENT: Billings shall be based upon actual accrued time plus costs and expenses.Chun shall be billed monthly and agrees to pay tach invoice within thirty(30)days upon receipt. Should payment not be received by Groundwater'rechnology,Inc.(UI'I)within thirty(30)days from date of receipt by Client,the amount due will bear a service charge of one and one- half percent per month or,if less,the maximum amount allowed bylaw. Ur1 shall have a right to temunate the Agreement,without prior notice,if payment is not made within forty-five(45)days after receipt by Client.Time and materials rates are subject to change with 30 days written notice to the client- 2.RI(iI fl'OF ENTRY AND RIGUF TO PROCEED: Client grants a right of entry from tune to time to UJI,its agents,staff,consultants,contractors and subcontractors,for the purpose of per- forming and with the right to perfonn all acts,studies and research including the making of tests and evaluations pursuant to the services provided hereunder. 3.D0CUMF.N`I'S,'I-I-I1..E,C01M,Il3INFIAUTY: Glenn[will furnish or cause to be furnished from time to time as requested by Cr 11 all such rcgxrrts,data,studies,plans,spe cificauons,docu- ments and other information deemed necessary by G17 for performance of the services coraz nplated hereunder.UrI may rely upon Client-provided documents in performing the services con- templated hereunder,however,U11 assumes no responsibility or liability for the accuracy of such documents. Client-provided documents will remain the property of Client. Client agrees that all documents of any nature furnished by GII to Client or Client's agents or designees,if not paid for,will be returned upon demand and will not be used by Client for any purpose whatsoever.Client further agres that under no circumstances shall any documents produced by GIT pursuant to this Agreement be used at any location or for any project not expressly provided for in this Agreement without such consent of GI1. Client shall to the maximum extent permitted by law save Ulf harmless from any and all claims arising from such unauthorized rause. Further,no part of any docu- ment delivecd by Ci I1 to Client shall be reproduced or distributed,whether for advertising or any other purpose,without the prior written consent of GTIT Any such reproduction or distnbution shall be at Client's sole risk and without liability or legal exposure to GTI. 4.SAMPLE IIANDI.ING AND RE?CEN"I ION: Generally test samples or specimens are consumed and/or substantially altered during the conduct of tests and ULT,at its sole discretion,will dis- pose(subject to the following)of any remaining residue immediately upon completion of test unless requested in writing by the Client to store or otherwise handle the samples.(a)NON I IA7ARD- OUS SAMPLES:AL Client's written request,UET will maintain preservable test samples and specimens or the residue therefrom for thirty(30)days after submission of U 11's report to Client free of storage charges.After the initial thirty(30)days and upon written request,GTl will retain test specimens or samples for a mutually acceptable storage charge and period of time.(b)IIAYARD- OUS OR POTENTIALLY ELA7.ARDOUS SAMPLES:In the event that samples contain substances or constituents hazardous or detrimental to human health,safety or the environment as defined by federal,state orlocal statutes,regulations,or ordinances-("IEazardots Substances"and"hazardous Constituents,"respectively),Uf E will,after completion of testing and at C'lient's expense,(i) return such samples to Client;(ii)using a manifest signed by Client as generator,will have such samples transported to a location selected by Client for final disposal-Client agrees to pay all costs associated with the storage,transport,and disposal of such samples.Client recognizes and agrees that UI1 is acting as a bailee and at no time does G71 assume title of said waste. S.IIA7ARDOUS SUBSTANCES AND CONSTITUENTS:Client agrees to promptly notify Ci11 of any Hazardous Substance and any special risk to human health,the environment or equipment on the site of which Client is or hccomps aware. By virtue of enLcring into this Agreement or of providing services hereunder,Uri does not assume control of or responsibility for reporting to any federal,state or local public agencies any conditions at the site that may present a potential danger to health,safety,or the envirommenL Client agrees to notify the appmpriaLe federal,state or local public agencies as required bylaw,or otherwise to disclose,in a timely manner,any information that maybe necessary to prevent any danger to health,safety,or the environment- In connection with Hazardous Substances and Constituents,Client agrees to the maximum extent permitted bylaw to defend,hold harmless and indemnify Ca II from and against any and all claims and liabilities resulting from the following:(a)Chant's violation of any federal,state or local statutes,regulations or ordinances relating to rhe dispoxsal of Hazardous Substances or Constituents;(b)client's un- dertaking of or arrangement for the handling,removal,treatment,storage,transportation or disposal of Hazardous Substances or Constituents found or identified at the site;and(c)Changed con- ditions or Hazardous Substances or Constituents introduced at the site by Client or third persons before or after the completion of services herein. 5.REPORTING: By virtue of entering into this Agreement or of providing services hereunder,U11 does not assume control of or responsibility for federal,state or local public agencies for any conditions at the site that may present a potential danger to health,safety or the environment.UTlwillnotifyClientofClient'sfederal,stateorlocalreportingresponsibilitiesrelativetothepresence of contamination on Client's property.UCI agrees to prepare Licenses and pernm is in the name of the Client for the services provided,and submit such applications to the Client for review and fur, thcr action. Client agrees to notify the appropriate federal,state or local puhlic agencies as required bylaw,or otherwise to disclose in a timely manner any information that maybe necessary to prevent any danger to health,safety or the environment- 7.CON'I'AMINATED E QUIPNl_ Nr: All laboratory and field equipment contaminated in performing the scrviccs contemplated heretunder which cannot be reasonably decontarninaied by GTI shall become the responsibility of the Chert to decontaminate,or become the property and responsibility of Client. All such equipment shall be deliver d to Client or disposed of in a manucrsimilar to that indicated for hazardous samples.Client agrees to pay the fair market value of any such equipment which cannot reasonably be deeontam noted. 8.LIABII.fl'Y OE UL I: (a)GENERAL:Client recognizes that the use of exploration and test equipment may unavoidably affect,alter or damage the terrain and affect subsurface vegetation,build- ings,structures and equipment in,at or upon the site.CIient hereby acknowledges that fact that this is inherent to U I1's work and will not hold UTI liable or responsible for any such effect,altera- tion or damage unless such effect,alteration or damage is a direct result of the negligence of Url;(b)DAMAGE AT SITE:GTI will not be liable for any property damage or bodily injury arising from damage to,or interference with surface or subterranean structures(including,without limitation,pipes,tanks,telephone cables,etc.),which are not called to(3-11's attention in writing and cor- rectly shown on the plans furnished by Client in connection with work performed under this Agreement unless such damage or injury is the direct result of the negligence of Gr"I7;(c)PROFES- SIONAL LIABII,rrY:Notwithstanding anything to the contrary contained herein.Client agrees W limit Cs IT's liability to Client arising from negligent professional acts,errors or omissions,such that Utl's total aggregate Liability shall not exceed$500,000. 9.UNFORBE EN OCCURRENCES: If,diuing lie performance of G-11's servims hereunder,any unforeseen Hazardous Substances or Constituents or other unforeseert conditions or occurren- ces are encountered which,in Utes sole judgment,significantly affect the services,the risk involved in providing such services,or the recommended scope of services,Uhl will promptly notify Client thereof. Subsequent to the notification UI'I may:(a)If practicable,in Cil-E's sole judgment,complete the original scope of services;(b)Agree with Client to modify the scope of services and the estimate of charges to include study of the previously unforeseen conditions or occurrences,such revision to be in writing and siprcd by the parties and incorporated herein;or(c)Terminate the services effective on the date specified by CTr1 in writing. 10.RCRA COMPLIANCE:Notlung contained in this Agreement shall be construed or inLe pretcd as requiring UE I to assume the status of a generator,stoner,treater,transporter or disposal facility within the meaning of any similar federal,state or local regulation or law. 11.CI AINIS:In the event that either party makes claim against the other party at law or otherwise,for any alleged error,omission or act arising out of the performance of the services contemplated hereunder that cannot be mutually nsolvcd without resort of litigation and such party fails to prove such claire,such party shall pay all costs incurred by the other in defending itself against such claim,including,without limitation,personnel related costs,attorney's fees,court costs,costs,rets and expenses of experts and other claim related expenses. 1 2.11'RMINA1IONr:11iis Agreement may be terminated without cause by either party upon thirty(30)days written notice. In the event of trrminatien Ul I shall be paid for services performed up to the termination notice date plus reasonable termination and/or shutdown expenses as provided herein.Tcrrmina6on andlar shutdown costs may Lrclude only additional time and material char- ges as maybe necessary to effect Ull's physical withdrawal from the site. 13.I ORCI?MA]EURI7:1711 shall not be held responsible for any delay or failum in performance of any part of this Agreement to the extent such delay or failure is caused by fire,flood.explosion, war,strike,embargo,government requirement,civil or military authority,acts of God,act or omission of subcrxrtracmors,tamers,client or other similar causes beyond its control. 14.lih ll RE A(iRFl.:kU-1 I":C'[jern agrees that this Agreement is intended by the parties as the Conal,complete and exclusive expression of the terms and conditions of their Agreement. No corurse or prior dealings between the parties and no usage of the trade shall be relevant to supplemen',this Agroem. ant.This Agreement shall supersede all prior written or oral agreements between the par- ties arties hereto. 15.SE VE:RABILUY:In the event.that any provision herein shall be deemed invalid or unenforceable the other provisions hereof shall remain in full fore and effect and binding upon the parties hereto. 16.SURVIVAL:All obligatiorvs arising prior to the termination of this Agmemcnt allncating responsibility or liability between Client and consultant shall survive the completion of the services and the termination of this Agrcesmem. 17.LN 1-EGRAIIONA'his Agreement and the documtYtts attached hereto,and which are incorporated herein,constitute the entire Agreement between the parties and cannot be changed except by a written instrument silmed by both panics. 18.GOVERNING IAW,SURISD(714W T his Agreement shall be govemed in all respccts by the la-s of the State of%lassachusetts. Any suit,action or proceeding against Client with ro_spect to this Agreement may be brought in the courts of the Commonwealth of Massachusetts. Client hereby accepLs the nonexclusive jurisdiction of such courts for the purpose of any suit,action or proceeding. 19.CAVYIONS-Title or captions contained in this Agreement are inserted only as a matter of convenience and for referctmce and in noway define,limit,extend or describe the scope of this Agree- ment or the intent of any provision hereof. 20.LQUAI,OPPORTUNITY:Clicnt shall execute G71's forms attached hereto covering certain Equal Opportunity provisions and Certifrea6ort of Nomsegmgated Facilities applicable to business and operations,the terms and provisions of which are incorporated herein by reference. T&C.