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                                                                   Exhibit 10.27

                            EXIT STRATEGY(R)AGREEMENT

      THIS EXIT STRATEGY AGREEMENT (the "AGREEMENT"), made this ____ day of
December, 2004 (the "EFFECTIVE Date") by and between Tecumseh Power Company, a
Delaware Corporation, and Tecumseh Products Company, a Michigan corporation, and
Hayton Property Company, LLC, a Wisconsin limited liability company (hereinafter
collectively referred to as "CLIENT"), and TRC Companies, Inc. and TRC
Environmental Corporation (hereinafter collectively referred to as "TRC"). The
foregoing parties to this Agreement are hereinafter sometimes referred to
collectively as the "PARTIES" or singularly as a "PARTY".

      WHEREAS, Client owns and/or operates, and its operations may have
affected, certain properties and soil, sediments and groundwater associated
therewith (hereinafter referred to as the "PLANT SITE") as described on Exhibit
"A", attached hereto and made a part hereof; and

      WHEREAS, the Sites have Pre-existing Pollution Conditions that may require
remediation pursuant to Applicable Law; and

      WHEREAS, the Wisconsin Department of Natural Resources, TRC and the Client
have entered into a Consent Order, effective December ___, 2004, a copy of which
is attached hereto and incorporated herein as Exhibit "B"; and

      WHEREAS, TRC wishes to assume, and as consideration for such assumption
Client and Client Releasees (as defined herein) wish to transfer and assign to
TRC, whose performance hereunder is funded and secured primarily through a
Pollution Legal Liability Select Cleanup Cost Cap Insurance Policy (the
"POLICY") issued by the American Specialty Lines Insurance Company, a division
of the American International Group ("AISLIC" or "AIG"), as provided for under
Paragraph 9(a) hereof (the "POLICY"), any liability, obligations, and
responsibility Client or Client Releasees may have under Applicable Law for the
Remediation of the Pre-existing Pollution Conditions, Remediation Costs, and
Project Completion, at or associated with the Site; and

      WHEREAS, TRC wishes to release, indemnify and hold Client and Client
Releases harmless for any Environmental Remediation Liability at, or associated
with the Site, all as more fully set forth herein.

      NOW, THEREFORE, the Parties, in consideration of the mutual covenants set
forth below, agree as follows:

      1.    Definitions.

            (a) "AFFILIATES" means with respect to any entity, any other entity
that directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with the specified entity. For the
purpose of this definition, "CONTROL", when used with respect to any specified
entity, means the possession of the

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power to direct the management or policies of the specified entity, directly or
indirectly, whether through the ownership of voting securities, partnership or
limited liability company interests, by Agreement or otherwise. Without limiting
the generality of the foregoing, an entity who directly or indirectly has the
power to vote at least [20]% of the voting securities or other equity interests
of another entity shall be deemed to "control" such other entity.

            (b) "APPLICABLE LAW(s)" means any federal, state, or local statute,
law, ordinance, policy, guidance, rule, administrative interpretation,
regulation, directive, or order, or any judicial decision or common law or any
requirement of any Governmental Authority, as may now be in effect or which may
be enacted, adopted or made effective at a future date. Applicable Laws include,
without limitation, all statutes, laws, ordinances, policies, guidance, rules,
administrative interpretations, regulations, directives, orders, judicial
decisions and any requirements of any Governmental Authority, which pertain to
protection of the environment, environmental matters, Pollutants, or health and
safety matters, and any future amendments thereof, including, without limiting
the generality of the foregoing, any of the following statues, any comparable
state and local statutes, and any attendant implementing regulations: the Clean
Air Act, 42 U.S.C. Sections 7401 et seq.; Clean Water Act, Sections 33 U.S.C.
1251 et seq.; the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"); 42 U.S.C. Sections 9601 et seq.; the Resource
Conservation and Recovery Act of 1976 ("RCRA") 42 U.S.C. Sections 6901 et seq.;
the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., and the
Hazardous Materials Transportation Act, 49 U.S.C. Sections 5101 et seq.
Applicable Law specifically includes, without limitation, all "Environmental
Laws" as that term is defined in the Policy.

            (c) "CHANGE" means a change to the Remedial Action Plan or the
Remediation as provided for under Paragraph 6 (d) hereof.

            (d) "CLIENT" means, individually or in the aggregate, Tecumseh Power
Company, Tecumseh Products Company, and Hayton Property Company, L.L.C.

            (e) "CLIENT RELEASEES" means Client and its successors, Affiliates,
parents, subsidiaries, lessees and assigns, and their respective agents,
representatives, officers, directors, shareholders and employees and Client's
current and future successors, Affiliates, parents, subsidiaries, lessees and
assigns, and their respective officers, directors, shareholders and employees.

            (f) "COMPLETION APPROVAL" means, with respect to the Work Area, one
or more "no further action" letters or their reasonable equivalents from all
applicable Governmental Authorities responsible for supervision of the
Remediation including without limitation, the WDNR and the Environmental
Protection Agency or their successors, that all Remediation in the Work Area has
been completed in conformance with the Remedial Action Plan or that the Remedial
Action Plan is otherwise complete pursuant to the requirements of any applicable
Voluntary Clean-Up Program; provided, however, that such certifications or other
"no further action" letters or documents may contain ongoing requirements for
Monitoring.

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            (g) "CONSENT AGREEMENT" means that certain Consent Order between
WDNR, TRC and Tecumseh Products Company dated December __, 2004, as attached
hereto as "Exhibit B" and made a part hereof, and any amendments or
modifications thereof.

            (h) "DESIGNATED REPORTING PERSON(s)" means those persons chosen by
Client to coordinate the assessment and reporting of Pollution Conditions
discovered on or associated with the Sites. In the event that no Designated
Reporting Person is identified by Client and/or New Owner(s), TRC shall assume
that the Designated Reporting Person is the Corporate Director of Environmental
Control for Tecumseh Products Company.

            (i) "DOWNSTREAM AREA" means the approximately seven (7) river miles
beginning at the Hayton Millpond at the end of the Work Area and continuing
until the confluence of the North and the South branches of the Manitowoc River,
all as more fully shown on the map attached hereto as Exhibit "B-1", including
without limitation, all overbanks, sediments, stream channels and surface waters
where Remediation may be required by any Governmental Authority.

            (j) "DOWNSTREAM COMPLETION APPROVAL" shall mean a Completion
Approval limited to and respecting the entire Downstream Area acceptable to
AISLIC and Client in their reasonable discretion.

            (k) "ENVIRONMENTAL REMEDIATION LIABILITY" means any and all
responsibility or obligation under Applicable Law or otherwise required by
Governmental Authorities pursuant to Applicable Law to perform Remediation of
Pre-existing Pollution Conditions at, on, under or migrating from the Sites.

            (l) "GOVERNMENTAL AUTHORITY" means any federal, state, tribal or
local governmental, regulatory or administrative agency, commission, department,
board, council, branch, instrumentality or other governmental subdivision,
court, tribunal, arbitral body or other authority or other subdivision,
department or branch of any of the foregoing with jurisdiction over the Sites,
Remediation or with respect to the Environmental Remediation Liability,
including without limitation WDNR and EPA.

            (m) "INSURER" shall mean AISLIC or its successor or assignee under
and pursuant to the Policy.

            (n) "MONITORING" shall mean the placement, maintenance, monitoring,
recordkeeping and reporting to Governmental Authorities and the ongoing and
continued performance of any institutional, engineering or land use controls
required by a Governmental Authority and associated with any Remediation,
including with limitation, (1) any required monitoring and reporting activities
associated with a confined disposal facility or any other property hereafter
acquired by TRC in the vicinity of the Work Area for the purpose of disposing of
Pollutants from the Plant Site, the Work Area or the Downstream Area, as
applicable; and (2) any ongoing sampling, monitoring or other

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investigative remedial activities of groundwater, surface water, sediments or
soils required by a Governmental Authority prior to Project Completion.

            (o) "NATURAL RESOURCE" or "NATURAL RESOURCES" means land, wetlands,
fish, wildlife, biota, flora or fauna, air, water, sediments, groundwater,
drinking water supplies, and other such resources belonging to, managed by, held
in trust by, appertaining to, or otherwise controlled by the United States,
(including the resources of the fishery conservation zone established by the
Magnuson-Stevens Fishery Conservation and Management Act, 16 U.S.C. Section 1801
(et. seq.), any state or local government, or an Indian tribe.

            (p) "NATURAL RESOURCE DAMAGES" means any damages recoverable by a
Government Authority, including as trustee on behalf of the public, for physical
injury to, destruction of, or loss of value or impairment of Natural Resources
at the Site as a result of a release of Pollutants, including but not limited
to: (i) the costs of assessing such injury, destruction, or loss of impairment
arising from or relating to such release; (ii) the costs of restoration,
rehabilitation, or replacement of injured or lost natural resources or of
acquisition of equivalent resources; (iii) the costs of planning such
restoration activities; (iv) compensation for injury, destruction, loss,
impairment, diminution in value, or loss of use of Natural Resources; and (v)
each of the categories of recoverable damages described in 43 C.F.R. Section
11.15 and applicable state law.

            (q) "NEW OWNER" means a buyer of and/or successor to Client or
Client's rights and obligations in one or more of the Sites as permitted herein.

            (r) "NEW POLLUTION CONDITIONS" means Pollution Conditions at, on,
under or migrating from the Site, which commenced or otherwise legally are on or
after the Effective Date hereof or otherwise as a result of activities at the
Site on or after the Effective Date.

            (s) "NON-OWNED LOCATIONS" refers to property or geographical
locations that are neither owned nor operated by Client, including without
limitation, any confined disposal facility located in the vicinity of the Work
Area.

            (t) "NON-OWNED LOCATIONS OWNER" means the owner or operator of a
"Non-Owned Location".

            (u) "OFF-SITE LOCATIONS" refers to property or geographical
locations beyond the boundaries of the Sites that may impact, or may be impacted
by, Pollution Conditions at, on, under or migrating to or from the Sites.

            (v) "POLLUTANTS" means hexavalent chromium, polychlorinated
biphenyls ("PCBS"), byproducts or progeny thereof and any other Pollution
Conditions discovered by TRC pursuant to or during the execution of the
Remediation.

            (w) "POLLUTION CONDITIONS" means the discharge, dispersal, release
or escape of any Pollutants into or upon land, or any structure on land, the
atmosphere or any watercourse or body of water, including groundwater, surface
water or sediments,

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provided such conditions are not naturally present in the environment in the
amounts or concentrations discovered.

            (x) "PRE-EXISTING POLLUTION CONDITION" means Pollution Conditions
existing at the Sites on or prior to the Effective Date hereof, including
without limitation, the effects of continuing releases of Pollutants that exist
as of and continue after the Effective Date hereof, and re-releases of existing
Pollutants caused by, or exacerbation of Pollution Conditions during,
Remediation.

            (y) "PROJECT COMPLETION" means:

                  1. After completion Approval, receipt by TRC and the Client of
written confirmation from the applicable Governmental Authority that Remediation
pursuant to the Remedial Action Plan has been completed and that no further
Monitoring or Remediation is required regarding the Pollution Conditions at the
Sites; or

                  2. In the event that the determination delineated in Item (1).
above is not obtained from the applicable Governmental Authority, Project
Completion shall be deemed to have occurred on the date that is twenty-four (24)
months from the confirmed receipt by such Governmental Authority of any report
or other compliance document submitted by TRC demonstrating and certifying that
no further Monitoring is required regarding the Pollution Conditions at the
Sites under Applicable Law and further provided that: (1) TRC receives no
objections from the Governmental Authority during such twenty-four (24) month
period; and (2) TRC has made good-faith efforts to obtain the determination from
the Governmental Authority that no further Monitoring is required; and (3)
AISLIC and the Client consent in writing that no further Monitoring or
Remediation is required, which consent shall not be unreasonably withheld,
delayed or denied, except with respect to the Downstream Area, which consent may
be granted or denied at the sole and absolute discretion of Client.

            (z) "REMEDIAL ACTION PLAN" means the plan for Remediation to be
prepared pursuant to Paragraph 6 herein.

            (aa) "REMEDIATION" means the investigation, study, remediation,
removal, transportation, disposal, treatment (including in-situ treatment),
management, stabilization, containment or neutralization of Pollution Conditions
necessary to achieve Project Completion, including, but not limited to
Monitoring that may be required after the completion of such investigation,
study, remediation, removal, disposal, treatment, management, stabilization,
containment or neutralization.

            (bb) "REMEDIATION COSTS" means any and all costs incurred for
Remediation. Remediation Costs shall include, without limitation: study and
investigation costs; planning costs; consultant costs; transportation costs;
legal fees; permit fees and costs; filing fees; Monitoring costs; costs to
retain any subcontractors or licensed professionals; fees and charges of any
applicable Governmental Authority for governmental oversight of the Remediation;
public notice and participation costs, costs for the plugging and closure of all
monitoring wells upon Project Completion in

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accordance with Applicable Law; costs associated with Project Completion, and
costs related to any liability for off-site disposal of Pollutants generated
pursuant to the Remediation which are removed and disposed at Non-Owned
Locations or otherwise. Remediation Costs also include, without limitation, any
and all costs associated with the temporary re-location of any operating assets
or facilities required to accomplish the Remediation and any attendant Site
Restoration costs.

            (cc) "SITE" or "SITES" means, collectively, the Plant Site, the Work
Area and the Downstream Area.

            (dd) "SITE RESTORATION" shall mean the physical restoration of any
areas of and/or structure(s) disturbed by the Remediation to pre-Remediation
conditions or to such other conditions required by Governmental Authorities.

            (ee) "STATE" shall mean the State of Wisconsin.

            (ff) "SUBCONTRACTOR" means every person (other than employees of
TRC) employed by TRC, or by any person working with TRC, including every
sub-Subcontractor of whatsoever tier, for any portion of the Remediation, or in
any manner associated with the Remediation, whether for the furnishing of labor,
materials, equipment, services or otherwise.

            (gg) "TRC" means TRC Companies, Inc. and TRC Environmental
Corporation, individually or in the aggregate.

            (hh) "VOLUNTARY CLEAN-UP PROGRAM" means a program of the United
States or the State established pursuant to Applicable Law which provides for a
mechanism for the written approval of, or authorization to conduct, voluntary
action for the clean-up, removal or remediation of Pollutants or Pollution
Conditions that exceed actionable levels established pursuant to Applicable Law.

            (ii) "WDNR" shall mean the Wisconsin Department of Natural Resources
or any successor agency thereto having jurisdiction over the environmental
condition of the Site.

            (jj) "WORK AREA" means, collectively, the Plant Site and for the
Operable Units of the Hayton Area Remediation Project, the following: in
Operable Units 1-3 (excluding the backwater portion of Operable Unit 3), the
area extending 100 feet to either side of the creek centerline, and where
applicable, the primary and secondary channels; in Operable Unit 4 and the
backwater portion of Operable Unit 3, a topographic contour equal to and
elevation 6 inches above the maximum spill elevation of the Hayton Millpond
embankment.

      2.    Transfer and Assignment; Release and Hold Harmless.

            (a) Client hereby transfers and assigns to TRC, which transfer and
assignment TRC hereby accepts, complete and sole responsibility to complete the
Remediation of Pre-existing Pollution Conditions and achieve Project Completion,
except

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as otherwise expressly set forth herein. TRC hereby releases, indemnifies,
defends and holds harmless Client and Client Releasees from and against all
costs, damages, liabilities, penalties, fines, liens, costs and expenses
(including without limitation attorneys, consultants, and expert fees and
expenses and litigation and arbitration expenses), and claims on account of,
with respect to, or in any way connected with or arising out of the
Environmental Remediation Liability or the Remediation. The foregoing shall not
apply to Excluded Matters as set forth below.

            (b) The following matters are "EXCLUDED MATTERS" hereunder,
liability for which is not assumed by TRC:

                  (i) any costs for Remediation or governmental oversight
thereof on account of periods prior to the Effective Date, including costs
incurred by any Governmental Authority or other party prior to the Effective
Date hereof;

                  (ii) except as required for Remediation or Project Completion,
capital improvements to, and demolition, repair, maintenance, or replacement of
structures and equipment that may be necessary to prevent releases of Pollutants
or continuing releases of Pollutants;

                  (iii) New Pollution Conditions to the extent that the same are
determined pursuant to Paragraph 7 hereof not to be TRC's obligation;

                  (iv) Remediation Costs incurred or assessed after the
occurrence of the TRC Liability Limitation (as hereinafter defined); and

                  (v) Natural Resource Damages, except to the extent the same
arise out of the acts or omissions of TRC or Remediation conducted hereunder by
or on behalf of TRC after the Effective Date.

            (c) To the extent a Governmental Authority determines that TRC has
responsibility for an Excluded Matter, the same shall be treated as a "Change"
pursuant to the requirements of Paragraph 6(d) hereof.

      3. Agreement Price. Within thirty (30) days of the Effective Date, Client
shall pay to TRC the sum of $925,000 (the "TRC PAYMENT"), which amount, together
with TRC's rights under the Policy, shall constitute full and fair compensation
to TRC for TRC's assumption of its obligations described herein.

      4. TRC's Obligations. TRC's obligations hereunder include, but are not
limited to:

            (a) assuming the sole responsibility for, and completing performance
of, the Remediation of Pre-existing Pollution Conditions necessary to achieve
Project Completion in accordance with Applicable Law and the Consent Agreement
and in coordination and cooperation with all applicable Governmental
Authorities; including without limitation, investigation and studies; regulatory
agency negotiations; public participation obligations; all financial assurance
obligations and requirements of the

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Remediation, whether currently in force or hereinafter imposed or enacted; Site
Restoration; designing and implementing institutional, land use and engineering
controls; notifications, filings, reports and interactions; engineering design
and permitting; remedial actions and remedial operations; and Monitoring
activities;

            (b) warranting and agreeing that the Remediation shall satisfy all
the requirements of Governmental Authorities and the Consent Agreement, and
shall: (a) be free from fault and defects, latent or otherwise; (b) be free of
liens, security interests and encumbrances caused or created by TRC or any
agents or Subcontractors; and (c) comply with, and be completed by means and
methods complying with, Applicable Law, the requirements of Governmental
Authorities, and applicable requirements under the Policy;

            (c) maintaining in effect the Policy as set forth in Paragraph 9(a)
hereof and in the form attached as Exhibit "C" hereto and made a part hereof and
complying at all times with its responsibilities under the Policy;

            (d) satisfying and ensuring satisfaction thereof by its employees,
officers, and Affiliates and Subcontractors as may be required by the terms and
conditions of the Policy to maintain such Policy in full force and effect,
including, without limitation, prompt delivery of all information or documents
to the Insurer, as required by TRC under the Policy, meeting all notification
requirements for Coverage H and all other obligations of TRC under the Policy
with respect to Coverage H. TRC shall copy the Designated Reporting Person(s) on
all notices made under the Policy and all communications, whether written,
electronic or verbal, made to and received from AISLIC from time to time;

            (e) coordinating and cooperating fully with Client in the planning
and execution of the Remediation through Project Completion to avoid and
minimize to the greatest extent possible disruption to the commercial operations
of Client at any of the Sites, except to the extent those disruptions are
absolutely necessary to comply with the requirements of a Governmental
Authority, and to notify Client of all potential requirements of a Governmental
Authority that may result in any interruption in Client's business operations so
that Client and TRC may jointly negotiate with such Governmental Authority to
avoid or minimize such disruption. TRC will provide notification, in accordance
with Paragraph 15 hereof, under this provision promptly, and at a minimum will
inform Client of such required interruption of operations at least sixty (60)
days or more before the date of such interruption, or, if and only if such a
schedule for notification is not commercially practical, no more than three (3)
days after receipt from a Governmental Authority of notice of such requirements;

            (f) delivery to Client of monthly progress reports in the form
submitted to the Insurer for claims under Coverage H of the Policy, which, at a
minimum, identify and describe the Remediation completed to date, the monthly
and year-to-date costs incurred in the performance of the Remediation and
Project Completion, and the Remediation Costs paid under the Policy; and
providing advance written notice to Client of all project meetings with the
Insurer or with any Governmental Authority;

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            (g) ensuring the reporting, or proper notification, to Governmental
Authorities upon the discovery of Pollution Conditions requiring the same under
Applicable Law in accordance with the terms set forth in this Paragraph 4(g)
hereof. In the event of the discovery of any Pollution Condition that may
require that a report or notification be made to any Governmental Authority, TRC
shall immediately contact the Designated Reporting Person(s), as provided in
Exhibit "D" attached hereto, prepare all appropriate documentation required for
such report or notification, fully cooperate with Client and submit any required
notices or reports in order to meet all obligations under Applicable Law for
such reporting or notification. Notwithstanding anything to the contrary
contained herein, TRC shall copy the Designated Reporting Person(s) on all
communications made to and received from Governmental Authorities with regard to
the Sites or the Remediation;

            (h) diligently performing the Remediation in a timely fashion,
avoiding unnecessary delays and using good faith efforts to materially complete
the Remediation to Completion Approval within six (6) years of the Effective
Date. TRC shall prepare for Client annual progress reports on the Remediation
schedule, which reports shall be completed and delivered to Client on or before
the anniversary date of this Agreement, outlining the Remediation completed to
date and the anticipated activities to take place in the next calendar year, the
anticipated dates for Completion Approval and for Project Completion and other
information as may be reasonably requested by Client. TRC will prepare a report
on the sixth (6th) anniversary of the Effective Date which shall, in addition,
detail the progress completed to date; the expected dates of Completion Approval
and Project Completion if the same have not yet been attained, and a detailed
explanation of why Completion Approval and/or Project Completion has not yet
occurred;

            (i) complying fully with Applicable Law governing conduct of the
Remediation through Project Completion;

            (j) providing to Client reasonable advance notice (but in no event
less than five (5) days advance notice) of, and a right but not the obligation
to participate in, all interactions with Governmental Authorities and obtaining
Client's comments on any and all commitments made, to Governmental Authorities
concerning the Remediation or Project Completion including, without limitation,
any institutional or engineering controls or land use restrictions proposed for
the Sites or any portion thereof;

            (k) developing the Remedial Action Plan for the performance of the
Remediation pursuant to Paragraph 6 hereof.

            (l) delivery to the Client of copies of all draft reports, data,
documents and information relating to the Remediation through and including
Project Completion, not less than ten (10) days before they are to be submitted
to any Governmental Authority, and Client shall have the right, but not the
obligation, to provide comments and to have such comments considered seriously
and in good faith by TRC, before the report, data, documents, or information are
finalized and submitted to the Governmental Authority and/or Remediation or
other actions relating to the same are initiated;

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            (m) identifying, obtaining and executing, and otherwise assuming
sole responsibility for, all necessary authorizations, approvals, permits,
permit modifications or amendments, and manifests necessary for the Remediation,
provided that such permits, permit modifications or amendments, and manifests
will not create conditions inconsistent with Client's need to operate or take
other necessary actions at the Plant Site;

            (n) becoming a signatory to, and complying with all terms and
conditions, of the Consent Agreement, and to any amendments thereof or any
successor agreements or orders with any Governmental Authority relating to the
Site or the Remediation, including without limitation, negotiating, completing,
executing (to the extent permitted by any Governmental Authority), and assuming
complete operational and financial responsibility for all consent decrees,
administrative orders on consent, or unilateral administrative orders issued
after the Effective Date by or on behalf of any Governmental Authority;

            (o) cooperating with Client in assessing the terms of this Agreement
so as to maximize all potential benefits that Client could realize pursuant to
the applicable provisions of the Internal Revenue Code (26 U.S.C. Sections 1 et
seq.). To the extent that an alteration to the terms or provisions of the
Agreement could maximize any tax benefit to Client, TRC will agree to make such
alterations so long as such alterations do not materially or substantively
increase its obligations under this Agreement;

            (p) promptly delivering copies of all correspondence, documents and
other information submitted to or received from: (1) the Insurer relating to the
Remediation; or (2) from third parties if such documents or correspondence could
reasonably be construed to potentially result in a PLL Claim (as hereinafter
defined) being filed against any Client Releasee or TRC.

            (q) identifying and taking all appropriate steps to locate and
define sub-surface structures (e.g., pipes and lines) and using best efforts and
all customary means to protect and avoid impact to such structures during, or as
a result of, the performance of the Remediation;

            (r) modifying the Remediation to the extent TRC decides for whatever
reason, or is directed by a Governmental Authority to do so, which modification
and change shall be designed and implemented by TRC at its sole cost and expense
and in accordance with all other terms and conditions of this Agreement,
including without limitation, the Client reporting and approval requirements of
this Paragraph 4;

            (s) being fully responsible for every portion of work furnished or
conducted by its Subcontractors and for every act and omission (whether willful,
negligent, non-negligent, or otherwise) of every Subcontractor and such
Subcontractor's employees. TRC shall be solely responsible for settling
jurisdictional disputes and maintaining labor harmony during the Remediation and
through Project Completion;

            (t) upon thirty (30) days notice of an intent to transfer ownership
in a Site from Client to a New Owner, preparing and providing a comprehensive
list of all

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authorizations, approvals, permits and other documentation, including, without
limitation, any materials reasonably requested by Client with respect to the
Remediation or Project Completion, necessary to transfer the same;

            (u) obtaining access to all Sites not owned by Client or its
Affiliates and all Non-Owned Locations as may be necessary for the performance
of Remediation and to obtain Project Completion; provided, however, that, within
thirty (30) days of the Effective Date, Client shall assign to TRC, and TRC
shall assume all of Client's obligations, under these certain license, access
and easement agreements with third party property owners listed on Exhibit "E"
attached hereto and made a part hereof; and

            (v) cooperating with Client, the Governmental Authorities and any
substitute or replacement contractor as necessary to ensure a smooth transfer of
the project hereunder to such substitute contactor after the occurrence of any
TRC Default.

      5. Client's Obligations. Client's obligations hereunder are:

            (a) To cooperate as practicable and reasonable with TRC in the
planning and execution of the Remediation and Project Completion so that TRC may
comply with its obligations hereunder; provided, however, that Client shall not
be required to incur additional expense or any significant investment of time or
effort in connection with such cooperation;

            (b) To allow TRC to utilize, at no cost to Client, the existing
utilities at the Sites, to the extent the same are owned or operated by Client,
except that TRC shall be solely responsible for the cost of any extensions,
material use of utilities, additional or modified permits, all costs of utility
service, and any capital improvements needed by TRC to conduct the Remediation
and achieve Project Completion;

            (c) Subject to Client's prior approval, which approval shall not be
unreasonably withheld, to allow TRC to apply for and obtain permits (or to
modify or amend Client's existing permits), and sign, approvals, and manifests
as may be necessary to implement the Remediation and Project Completion,
provided that such permits, approvals and manifests will not create conditions
inconsistent with Client's need to operate the Sites for its ongoing and
ordinary business operations. Client shall have the right but not the obligation
to participate in any interaction with Governmental Authorities for the
application of such permits, permit modification or amendments, approvals or
manifests and TRC shall provide Client with sufficient advance notice of all
such interaction to allow same. In the application for such permits, permit
modifications or amendments, approvals or manifests, TRC shall be designated as
the operator and Client designated as the owner;

            (d) To the extent assignable, to assign to TRC any consulting,
off-site waste disposal or remediation contracts it has executed for the
Remediation of any Site, provided that TRC shall agree to abide by the terms and
conditions of such contracts and to assume the ongoing obligations of Client
thereunder, and to transfer to TRC all data,

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reports, and information that Client to its knowledge has in its possession
concerning the Pre-existing Pollution Conditions at any such Site;

            (e) With respect to any PLL Claim (as hereinafter defined in
Paragraph 9(e)) for which Client has sought and obtained coverage under the
Policy, to pay at Client's election and at its sole and absolute discretion, to
TRC or the Insurer, as applicable, the actual costs of any Remediation approved
by the Insurer conducted by TRC or such other approved contractor that is
covered by the Policy but which Remediation is subject to any separate
deductible or self-insured retention an amount up to the amount but in no event
more than such self-insured retention required by the Policy; (each, an "SIR
PAYMENT"); provided, however, the costs of such Remediation shall be approved in
advance by the Insurer as ordinary and reasonable charges either on a fixed
price or time and materials basis. Client may elect, with the consent and
approval of the Insurer, to escrow any SIR Payment with the Insurer in
accordance with the terms of the Policy, whereupon such funds shall be drawn
from the Policy by TRC or such other approved contractor in accordance with the
terms thereof and any amounts remaining upon completion of such specific
portions of the Remediation shall be returned to Client. Notwithstanding
anything to the contrary contained herein, TRC and Client expressly acknowledge
and agree that, upon acceptance by the Insurer of any PLL Claim for coverage
under the Policy, and upon the request of Client and approval by the Insurer,
TRC shall manage all aspects of the PLL Claim for and on behalf of Client in all
respects, but subject to the reporting and notice provisions of Paragraph 4 of
this Agreement, and Client shall execute and deliver to TRC any documents or
instruments necessary to transfer and assign such authority to TRC with respect
to such PLL Claim. TRC shall indemnify, defend and hold harmless Client from and
against any costs, damages, expenses or liabilities incurred by Client to the
extent arising from or caused by TRC's acts or omissions in managing the PLL
Claim that result in the Insurer's denial of coverage under the Policy or denial
of reimbursement to Client for such costs, damages, expenses or liabilities
payable by the Insurer pursuant to such PLL Claim. TRC further acknowledges and
agrees that its obligations to perform Remediation arising out of PLL Claims
shall be identical to its other duties and obligations hereunder, except to the
extent otherwise expressly set forth in this Paragraph 5(e); provided, however,
Client agrees that TRC's obligations under this subparagraph 5(e) are
conditioned upon TRC performing the Remediation on behalf of Client as Client's
scheduled contractor under the applicable PLL Claim.

            (f) Except to the extent required for Remediation and Project
Completion, to perform the capital improvements, repairs, replacements and
maintenance reasonably necessary to prevent any releases or continuing releases
of Pollutants from the portion of the Sites that are owned or controlled by
Client;

            (g) To cooperate with TRC in the identification, location and
definition of Client's sub-surface structures (e.g., pipes and lines) at the
Sites;

            (h) To pay the premium and any surplus lines taxes and fees for the
Policy in full on the Effective Date and to satisfy Client's continuing
obligations under the Policy; and

                                       12
<PAGE>

            (i) To provide to TRC reasonable access to the Plant Site and use of
the parking lot and the office space at the Hayton Millpond facility in the Work
Area that is owned by Client, provided such access does not unreasonably
interfere with Client's ongoing business operations, is coordinated with and
approved in advance by the Designated Reporting Person and is otherwise limited
to the areas shown on Exhibit "F" attached hereto, and to reasonably support
TRC, at no cost to Client, in its efforts to obtain access to non-owned property
adjacent to these areas as needed.

Notwithstanding anything to the contrary contained herein, the Parties hereto
acknowledge and agree that there shall be no further payment or compensation due
or payable from Client in connection with this Agreement or the performance of
Client's or TRC's obligations thereunder, except with respect to a Change
pursuant to Paragraph 6(d) herein or an SIR Payment as set forth in Paragraph
5(e) above. TRC acknowledges and agrees that it shall, from time to time, make
claims under Coverage H of the Policy to pay the costs of known or anticipated
Remediation, all as more fully set forth in this Agreement. TRC shall be solely
responsible for and shall duly and timely perform the Remediation, even if some
or all Remediation Costs are not subject to reimbursement under the Policy or if
TRC and the Insurer are engaged in a dispute regarding coverage with respect to
all or any portion of such Remediation Costs. TRC shall provide to Client copies
of all written communications with the Insurer relating to such claims and
Remediation Costs, together with any background materials submitted to the
Insurer in connection therewith and shall keep Client regularly apprised of the
status of any coverage disputes.

      6. Remedial Action Plan.

            (a) TRC shall develop a comprehensive remedial action plan in
accordance with the Consent Decree for the Site addressing all such Pre-existing
Pollution Conditions at and associated with the Site and delineating in detail
the actions that will be undertaken to perform the Remediation and achieve
Project Completion (the "REMEDIAL ACTION PLAN").

                  (i) TRC shall provide Client with copies of any drafts of the
Remedial Action Plan not less than fifteen (15) days before they are revised
and/or submitted to any Governmental Authority, and Client shall have the
option, but no the obligation, of reviewing a draft of the Remedial Action Plan
and providing comments;

                  (ii) If Client chooses to review the draft Remedial Action
Plan, Client shall provide comments to TRC no later than ten (10) days from
receipt by Client;

                  (iii) TRC shall in good faith incorporate Client's comments to
the extent that such comments are consistent with the terms, conditions and
provisions of this Agreement and provide Client a revised draft Remedial Action
Plan for final review; and

                  (iv) TRC shall provide Client with the final Remedial Action
Plan. In the event that Client believes that such revised Remedial Action Plan
is

                                       13
<PAGE>

inconsistent with the terms, conditions and provisions of this Agreement, and
the Parties are not able to resolve issues by informal discussion, Client's sole
remedy shall be to initiate Technical Arbitration pursuant to Paragraph 8 of
this Agreement.

                  (v) The Governmental Authority may require changes in the
Remedial Action Plan after it is approved or TRC may propose changes to the
Remedial Action Plan after it is approved. Any such changes shall be subject to
the terms of this Paragraph 6(a), the Client notice and approval requirements of
Paragraph 4 hereof and shall be subject in all respects to the conditions set
forth in the Policy.

            (b) TRC shall have sole responsibility and liability for
Environmental Remediation Liability, except for Excluded Matters, regardless of
the remedial options ultimately required or implemented under Applicable Law.
Due to uncertainty in the remedy selection process, the types of remedial
activities actually implemented, and the location and extent of such activities,
the Parties acknowledge that such activities may change from those initially
proposed, which changes shall be subject to the notice and reporting
requirements of this Agreement;

            (c) The Remediation and the Remediation Costs are based upon the
currently planned use and physical configuration of the Sites as they exist on
the Effective Date. To the extent that Client or any New Owner materially
changes the specified use or the configuration of a Site through capital
improvements, facility expansion, or other such material, Client- initiated
changes in any portion of the Site owned or controlled by Client or New Owner,
and such change has a direct and material impact on the cost of, or the need
for, Remediation, such shall constitute a "Change" under the terms of this
Agreement and shall be governed by Paragraph 6(d) below.

            (d) In the event Client or any New Owner requires a Change, the
following procedures of this Paragraph 6(d) shall apply. TRC and Client or New
Owner, as applicable, will discuss the Change and agree on the scope of, and
schedule for, the implementation of the Change. To the extent that TRC and
Client or New Owner, as applicable, agree on the scope of, and implementation
schedule for the Change, TRC shall continue to be fully responsible for the
Remediation and to achieve Project Completion. In the event that TRC and Client
cannot agree, TRC shall prepare a detailed report documenting the effect the
Change has on the Remediation, including a cost estimate of the direct impact
the Change has on the cost of the Remediation. Client or New Owner may accept
TRC's report, in which event Client or New Owner, as applicable, shall pay to
TRC the estimated increase in cost the Change has on the cost of the Remediation
and the Change will be made. In the event Client or New Owner does not accept
TRC's report, Client or New Owner may (i) propose and negotiate an alternate
cost with TRC, (ii) re-assume the liability and responsibility for the
Pre-existing Pollution Condition that is affected by the Change (in which event,
TRC shall promptly reimburse Client or New Owner the remaining budgeted cost for
the Remediation of the affected Pre-existing Pollution Condition), or (iii)
submit the issue to Technical Arbitration as provided under Paragraph 8 hereof.
In all cases, the burden of proof to establish that any particular event or
condition constitutes a Change hereunder shall lie with TRC.

                                       14
<PAGE>

            (e) TRC agrees and acknowledges that as part of the planned transfer
in ownership of the Plant Site or any other portion of the Site, or in
connection with Client's or New Owner's ongoing business operations at the Plant
Site, prospective New Owners may perform invasive due diligence activities at
the Site(s). No matter what the result of such due diligence activities, so long
as the due diligence activities do not create New Pollution Conditions or
materially exacerbate Pre-existing Pollution Conditions, TRC shall remain
responsible for the completion of the Remediation and for achieving Project
Completion, and any increase in the cost of Remediation as a result of discovery
of Pre-existing Pollution Conditions pursuant to the performance of such due
diligence shall not constitute a Change and shall be borne by TRC pursuant to
the terms of this Agreement; Coverage Issue based on discovery trigger.

            (f) If the performance of all or any part of the Remediation is
suspended or materially delayed by an act of Client or Client's agents or by
their failure to act, but only to the extent any such act is expressly required
under this Agreement and occurs after the Effective Date, any material increase
or decrease in cost of performance of this Agreement directly caused by such
suspension or delay shall be treated as a Change pursuant to Paragraph 6 (d)
above. However, no adjustment shall be made under this clause for any suspension
or delay to the extent performance would have been delayed or suspended by any
other cause, including but not limited to, the fault or negligence of TRC or its
Subcontractors. If the performance of all or any part of the Remediation is
suspended or delayed by an act, or failure to act, of TRC, its Subcontractors or
by any person, including without limitation any Governmental Authority, other
than the Clients or their agents, any increase or decrease in the cost of
performance of this Agreement shall be the responsibility of TRC and shall not
be deemed to be a Change hereunder.

      7. Determination of New Pollution Conditions.

            (a) In the event a Pollution Condition is discovered at the Site or
an Off-Site Location which TRC, Client, or New Owner believe to be a previously
unidentified Pollution Condition, the discovering party shall immediately notify
all entities (i.e., TRC, Client, Client Releasees and/or the New Owner) and TRC
shall take all steps necessary to mitigate the effect of the discovered
Pollution Condition until such time as TRC and Client determine whether the
condition is a Pre-existing Pollution Condition and determine (i) the nature and
extent of the Pollution Condition, (ii) the need for Remediation, if any, and
(iii) if Remediation is needed, the source or likely source of the Pollution
Condition. TRC shall also document its determination of whether the Pollution
Condition existed prior to the Effective Date hereof. In all events, the burden
of proof to establish that any Pollution Condition constitutes a New Pollution
Condition from a technical perspective shall lie with TRC.

            (b) In the event of discovery of a Pollution Condition that TRC,
Client and/or New Owner believe to require reporting or notification to a
Governmental Authority, TRC shall complete all obligations in accordance with
Paragraph 4(g).

                                       15
<PAGE>

            (c) If TRC determines that the Pollution Condition represents a
Pre-existing Pollution Condition, TRC shall be fully responsible for the
Remediation of such Pollution Condition.

            (d) If TRC determines that the Pollution Condition commenced after
the Effective Date hereof, TRC shall document its findings and provide
supporting data in a report that it will submit to Client and AISLIC. TRC shall
immediately provide to AISLIC the notice required by the Policy necessary to
make a claim under such Policy.

            (e) If Client agrees with TRC's determination that the Pollution
Condition is not a Pre-existing Pollution Condition, at Client's request TRC
will submit a proposal to Client for Remediation of the Pollution Condition.

            (f) If Client does not accept TRC's determination that the Pollution
Condition is not a Pre-existing Pollution Condition, the matter shall be
submitted to Technical Arbitration as provided under Paragraph 8 below.

            (g) To the extent that a Pollution Condition is determined not to be
a Pre-existing Pollution Condition and TRC has not assumed the responsibility
and liability for its Remediation, Client shall take those steps, if any,
reasonably necessary to assure that such Pollution Condition does not interfere
with TRC's ability to achieve Project Completion hereunder; provided that if TRC
ultimately is determined to be responsible or liable or otherwise subsequently
assumes such liability, TRC shall promptly reimburse Client all costs and
expenses incurred by Client in connection therewith, including without
limitation, costs of Remediation and all costs of assessment, investigation,
Monitoring, O&M and legal fees and charges.

            (h) In the event that Applicable Law or a Governmental Authority
requires any response action, report or notification with respect to a Pollution
Condition (i) which has not previously been identified as a Pre-existing
Pollution Condition and (ii) with respect to which a determination, as set forth
above, as to whether such condition is a Pre-existing Pollution Condition has
not been made prior to the required response, TRC shall comply in full with such
directives in accordance with the terms set forth in Paragraph 4(g).

      8. Technical Arbitration.

            (a) In the event the Parties are unable to agree on: (i) the cost or
other impact of a physical improvement proposed by the Client or New Owner on
the Remediation, (ii) whether a Change has occurred pursuant to Paragraph 6
hereof, (iii) the determination of whether a newly discovered Pollution
Condition constitutes a Pre-existing Pollution Condition, (iv) the form of the
Remedial Action Plan developed pursuant to Paragraph 6, or (v) the means and
methods of Remediation and Site Restoration, Project Completion, and/or their
effect on Client's or New Owner's business operations at the Site, either Party
may deliver a notice of technical arbitration ("ARBITRATION NOTICE") to the
other, requesting that the matter be submitted to Technical Arbitration for
determination as set forth below.

                                       16
<PAGE>

            (b) Within fifteen (15 ) days of receipt of the Arbitration Notice,
the Parties shall mutually select a qualified, independent third party technical
environmental consultant who shall make the determination. If the Parties cannot
agree on the selection of a single consultant, within that period, they shall
each appoint an environmental consultant and those two consultants shall select
a third consultant, whereupon those three consultants shall be the arbitrators
hereunder. If the two arbitrators appointed by the Parties shall be unable to
agree upon the appointment of the third arbitrator within five (5) calendar days
after the appointment of the second arbitrator, both shall give written notice
of such failure to agree to the Parties, and, if the Parties fail to agree upon
the selection of such third arbitrator within five (5) calendar days after the
arbitrators appointed by the Parties give such notice, then either of the
Parties upon written notice to the other may require such appointment from the
American Arbitration Association pursuant to its Commercial Arbitration Rules.
The Parties shall initially split the cost of the single consultant, or pay the
cost of their respective consultants selecting such Party and split equally the
cost of the third consultant, as the case may be.

            (c) The Parties and consultant(s) shall review the information
provided by the Parties and complete the arbitration in accordance with the
technical industry rules and procedures established by the American Arbitration
Association and as set forth herein. In the event the consultant(s) require(s)
more information, TRC shall be responsible for providing the information at its
sole cost and expense. Notwithstanding the foregoing, Client reserves the right
to provide any information that they consider relevant to the arbitrators
hereunder, and to review any information submitted by TRC or any other
participant in the arbitration in advance.

            (d) Within thirty (30) days after selection of the consultant(s) and
submission of all necessary information to the consultant(s) is completed, the
consultant(s) shall make an appropriate determination of the issue posed.

      This determination shall be final and conclusive as to matters submitted
to arbitration, and may be enforced in any court of competent jurisdiction,
subject in all respects to any requirements of Applicable Law or Governmental
Authorities.

      9. Insurance.

            (a) Client shall obtain and TRC shall maintain and comply
substantially with all terms and conditions and requirements of the Policy,
which shall be issued in the form attached hereto as Exhibit "C", but in all
respects shall be satisfactory to Client and TRC in their sole and absolute
discretion.

                  (i)   Coverage A, B, C, D, E, F, G and H shall have the
                        following terms:

<TABLE>
<S>                                                          <C>
(A) (i) Aggregate Blended Limit of Coverage for A, B,        $30,000,000
 C, D, E, F, and G:

(A)  (ii) Limit of Coverage for H                            $31,141,063
</TABLE>

                                       17
<PAGE>

<TABLE>
<S>                                                        <C>
(B)Term:                                                   20 years, except for
                                                           "Monitoring" as
                                                           defined by the
                                                           Policy, which shall
                                                           have a term of 30
                                                           years

(C) Attachment Point:                                      $10,306,558

(D) Named Insured(s):                                      TRC Companies, Inc.

(E) Named Insured:                                         Client.

(F)  SIR:                                                  ($0) for Coverage H;
                                                           $250,000 for all
                                                           other coverages,
                                                           except for (i)
                                                           Natural Resource
                                                           Damages, which shall
                                                           have an SIR of
                                                           $375,000, (ii)
                                                           Coverage B and D
                                                           claims for bodily
                                                           injury arising out of
                                                           ingestion of
                                                           groundwater emanating
                                                           from the Plant Site,
                                                           which shall have an
                                                           SIR of $100,000 per
                                                           claimant with an
                                                           aggregate SIR of
                                                           $500,000, and (iii)
                                                           Downstream
                                                           Remediation Claims,
                                                           which shall have an
                                                           SIR equal to
                                                           $350,000.

(G) Policy Aggregate Limit                                 $41,141,063
</TABLE>

      Each party acknowledges and agrees that its failure to keep the Policy
current and in force as provided herein shall render it liable to the other
party for the full amount of coverage and defense costs provided by the Policy.
Client and TRC shall jointly prepare and execute the application for the Policy
to the extent required by the Insurer.

            (b) TRC and Client acknowledge and agree that Coverage C of the
Policy provides affirmative coverage to Client for certain Remediation Costs in
the Downstream Area to the extent the same may be required by a Governmental
Authority (each, a "DOWNSTREAM REMEDIATION CLAIM"). The Parties further
acknowledge and agree that certain monies have been funded by Client into a
separate commutation account under the Policy (the "DOWNSTREAM COMMUTATION
ACCOUNT") to address the costs of any future Remediation in the Downstream Area
covered by the Policy. In the event of any Downstream Remediation Claim, TRC
shall first draw upon the proceeds of the Downstream Commutation Account to pay
the costs of any Remediation in the Downstream Area. The Parties further
acknowledge and agree that:

                                       18
<PAGE>

                  1. In the event that a Downstream Completion Approval is
obtained by TRC and, in connection therewith, less than $100,000 of the
Downstream Commutation Account has been drawn by TRC with respect to any
Downstream Remediation Claims, Client shall, upon request therefor by TRC and in
accordance with the Policy, take all steps necessary to cause AISLIC to release
the remaining portion of the Downstream Commutation Account to TRC, less any
funds for Monitoring as may be required to be held back by the Insurer.

                  2. In the event that a Downstream Completion Approval is
obtained by TRC and, in connection therewith, more than $100,000 of the
Downstream Commutation Account has been drawn by TRC with respect to any
Downstream Remediation Claims, Client shall, upon request therefore by TRC in
accordance with the terms of the Policy, cause any remaining funds in the
Downstream Commutation Account to be returned to Client (less any funds for
Monitoring required to be retained by the Insurer), whereupon Client shall, with
thirty (30) days of the receipt of the same, pay fifty percent (50%) of such
amount it receives to TRC.

                  3. In the event that the funds in the Downstream Commutation
Account are exhausted by payment of one or more Downstream Remediation Claims on
or before the date that TRC receives a Downstream Completion Approval, the SIR
Payment to be paid by Client in connection with any further Downstream
Remediation Claims shall be $250,000. Notwithstanding anything to the contrary
contained in the Policy, which the Parties acknowledge requires a self-insured
retention of $350,000 for such Downstream Remediation Claims, upon payment by
Client of a $250,000 SIR Payment to the Insurer under Paragraph 5(e) hereof, (i)
TRC shall pay the remaining $100,000 SIR Payment with respect to such Downstream
Remediation Claims; and (ii) TRC agrees that it shall be responsible for and
shall perform the Remediation of the Downstream Area as a PLL Claim under
paragraph 5(e) hereof; provided, however, Client agrees that TRC's obligations
under this subparagraph (3) are conditioned upon TRC performing the Remediation
of the Downstream Area on behalf of Client as Client's scheduled contractor
under the applicable Downstream Remediation Claim.

            (c) Beginning on the Effective Date and continuing through a period
of not less than two (2) years beyond the Project Completion Date, TRC shall
maintain, at a minimum, and at its sole cost and expense, the following
insurance coverages:

                  (i) Commercial General Liability insurance alone or in
combination with Commercial Umbrella insurance with a limit of not less than ten
million ($10,000,000.00) dollars each occurrence covering liability arising from
premises, operations, independent contractors, products-completed operations,
personal injury and advertising injury, and liability assumed under an insured
Agreement (including the tort liability of another assumed in a business
Agreement).

                  (ii) Business Automobile Liability insurance alone or in
combination with Commercial Umbrella insurance covering any auto or vehicle

                                       19
<PAGE>

(including owned, hired, and non-owned autos or vehicles), with a limit of not
less than one million ($1,000,000.00) dollars each accident.

                  (iii) Professional Liability insurance including Contractors
Pollution coverage ("CPL"), with a minimum aggregate limit of not less than Ten
Million ($10,000,000) Dollars, which coverage shall at all times have an
available aggregate limit of coverage of at least $10,000,000 that is not
impacted or limited by other pending or threatened claims.

                  (iv) Workers' compensation insurance with statutory limits and
Employers' Liability limits of not less than one million ($1,000,000.00) dollars
each accident for bodily injury by accident or one million ($1,000,000.00)
dollars for each employee for bodily injury by disease, including the statutory
employer's endorsement prepared in favor of Client.

                  (v) Upon execution of this Agreement, TRC shall submit to
Client a certificate or certificates for each required insurance referenced
above certifying that such insurance is in full force and effect and setting
forth the information required below. Additionally, TRC shall furnish to Client
within thirty (30) days before the expiration date, or any policy modification,
of the coverage of each required insurance set forth above, a certificate or
certificates containing the information required below and certifying that such
insurance has been renewed and remains in full force and effect.

                  (vi) Should the amounts of coverage required pursuant to this
Paragraph be diminished below their specified minimum amounts, TRC shall
promptly notify Client and, at its sole cost and shall promptly obtain
replacement insurance sufficient to maintain the coverage limits in the
Agreement. At any time upon the request of Client, TRC shall provide to Client
copies of certificates of insurance or such other information as may be
reasonably requested by Client to evidence TRC's compliance with this Subsection
(c).

                  (vii) All policies for each insurance required hereunder
shall: (a) name Client, Client Releasees and New Owners, as appropriate, as
named insureds (this requirement shall not apply to workers' compensation
insurance, employers' liability insurance, or professional liability insurance);
(b) provide for not less than thirty (30) days' prior written notice to Client
and New Owners, as appropriate, by registered or certified mail of any
cancellation, restrictive amendment, non-renewal or change in coverage; (c)
release and hold Client and New Owners, as appropriate, free and harmless from
all subrogation rights of the insurer in the form of a complete waiver of
subrogation; and (d) provide that such required insurance hereunder is the
primary insurance and that any other similar insurance that Client and New
Owners, as appropriate, may have shall be deemed excess of such primary
insurance.

            (d) TRC represents and warrants that it has provided the Insurer
with access to all the information that it has developed, and that all the
information that TRC has received from Client and other parties, has been
provided to AISLIC, or otherwise has been reviewed by AISLIC.

                                       20
<PAGE>

            (e) With respect to claims for Remediation under the Policy other
than Coverage H, including without limitation, Downstream Remediation Claims
(the "PLL CLAIMS"), TRC acknowledges that Client may bring one or more direct
claims for coverage under the Policy, which claims shall reduce the aggregate
limit of coverage available under the Policy.

            (f) Notwithstanding the foregoing, nothing contained herein shall be
construed as engendering or giving rise to any liability of TRC in connection
with PLL Claims arising out of bodily injury or property damage sustained by
third parties except to the extent such bodily injury or property damage is
otherwise caused by or arises out of TRC's acts or omissions or any breach by
TRC under this Agreement.

            (g) In the event that both TRC and Client are each served or are
likely to be served or joined as parties to the same lawsuit, which lawsuit
would be the subject of a PLL Claim under the policy, TRC and Client shall
cooperate with each other and shall file a single PLL Claim under the Policy. In
any such PLL Claim, the Parties agree to use commercially reasonable efforts to
mitigate damages and reduce costs that are recoverable as part of any such PLL
Claim, including without limitation and to the extent practicable, entering into
joint defense arrangements or otherwise.

      10. Indemnity.

            (a) TRC shall indemnify, defend and hold harmless Client and Client
Releasees, and New Owners, and each of them, from any and all claims, costs,
damages, expenses, liens, judgments, liabilities, fines, penalties, and losses
and costs and expenses of any nature or kind whatsoever, including, but not
limited to, attorney fees and expenses, expert and consultant fees and expenses,
and arbitration and legal expenses by reason of injury or death or damage to
persons or property to the extent caused by the acts or omissions or misconduct
of TRC, its officers, agents, employees, and Subcontractors.

            (b) TRC further agrees to indemnify, defend and hold harmless Client
and Client Releasees and New Owners, and each of them, from any and all claims,
costs, damages, expenses, judgments, liabilities, fines, penalties, losses, and
costs and expenses of any nature or kind whatsoever, including, but not limited
to, attorney costs and expenses, expert and consultant fees and expenses, and
arbitration and legal expenses to the extent caused by or arising out of: (1)
violations by TRC, alleged or otherwise, of, or TRC's non-compliance with,
Applicable Law; and (2) Pre-Existing Pollution Conditions or Pollution
Conditions caused or exacerbated by TRC, in all cases arising out of or in any
way connected with: (A) a breach by TRC of any covenant, representation,
warranty or any of the terms of this Agreement or the Policy; (B) any act,
omission, mistake and/or negligence by TRC or any Subcontractor; (C) any failure
or undue delay on the part of TRC to perform the Remediation; (D) all
Environmental Remediation Liability; (E) any action by any Government Authority
arising out of or related to the Remediation; (F) the off-Site transportation
to, and/or treatment, storage and disposal at, Non-Owned Locations or otherwise
of Pollutants generated pursuant to the Remediation; (G) the presence of TRC
and/or TRC's Subcontractors at the Sites; (H) the interruption of

                                       21
<PAGE>

Client's or any New Owner's business operations at the Sites to the extent
caused by the negligent acts or omissions or the willful misconduct of TRC, its
officers, agents, employees, and Subcontractors; (I) liens or other legal
proceeding arising out of the performance of the Remediation; (J) any damage to
or destruction of any property (including utilities, sub-surface structures
(e.g., pipe, lines) or any other property of Client or any other person)
occurring in connection with, arising out of, or resulting from the Remediation,
whether on the Sites or elsewhere; and (K) any and all matters caused by the
acts, omissions or misconduct of TRC, its officers, agents, employees, and
subcontractors. This indemnity shall not include claims, costs, damages,
expenses, judgments, liabilities, fines, penalties or losses of any nature or
kind whatsoever related to Excluded Matters, except to the extent such suits,
claims, demands or causes or actions are caused by or are the result of any acts
or omissions of, mistake or negligence by, or the performance or nonperformance
of TRC's obligations and responsibilities under this Agreement by, TRC, its
officers, agents, employees, or Subcontractors.

            (c) While acknowledging that Client, Client Releasees, New Owners
and TRC shall be insured pursuant to the Policy, TRC shall be responsible and
liable for all claims, costs, damages, expenses, judgments, liabilities, fines,
penalties and losses of any nature or kind whatsoever, incurred or associated
with TRC's performance of its obligations under this Agreement, and the
performance of any Subcontractor whether or not the Policy covers such costs;
provided, however, that (1) the Parties acknowledge and agree that TRC's
liability hereunder for PLL Claims shall not exceed the actual aggregate limit
of the Policy that is available for such PLL Claims, and (2) the Parties
acknowledge and agree that TRC's liability hereunder for Remediation shall not
exceed (i) the aggregate amount of Forty Million and 00/100 Dollars
($40,000,000), notwithstanding that the limits of the Policy may be less than
such amount for Coverage H, nor shall such liability (ii) extend beyond the term
of twenty (20) years beyond the Effective Date. TRC's indemnification and other
obligations under this Agreement, therefore, are limited in amount and duration
as set forth herein (the "TRC LIABILITY LIMITATION").

            (d) Except as otherwise expressly set forth in Paragraph 5(e) herein
with respect to TRC's obligations to manage PLL Claims under the Policy, TRC
shall have no obligation, responsibility or liability, including any obligation
of indemnity or defense for fines and penalties not caused by TRC's acts or
omissions, Natural Resource Damage claims or claims for bodily injury or
property damage (including, but not limited to, stigma damages, consequential
damages and business interruption claims) relating to the Sites or Off-Site
Locations, regardless of when or how the condition which forms the basis of such
a claim is alleged to have occurred; provided, however, TRC shall be responsible
for the same to the extent such damages are caused by the acts or omissions or
misconduct of, or the performance or nonperformance of TRC's obligations and
responsibilities under this Agreement by, TRC, its officers, agents, employees,
or Subcontractors.

            (e) If at any time during the term of the this Agreement, the
aggregate amount of claims paid by the Insurer under Coverages A-G of the Policy
exceeds $15,000,000, excluding Downstream Remediation Claims (collectively, the
"PLL LOSSES"), TRC shall have the right, upon request therefor, to require
Client to purchase

                                       22
<PAGE>

from the Insurer additional coverage under Coverage H of the Policy (or new
coverage that can be added to the aggregate limit of the Policy such that the
additional coverage can be used for Coverage H) in an amount up to the lesser of
(i) one-half of the total PLL Losses paid through such date or (ii) $10,000,000;
provided, however, that prior to requiring such purchase, TRC and Client shall
cooperate in good faith and confer with each other to assess whether the then
existing limits of Coverage H will be sufficient to achieve Project Completion
and to determine whether such additional Coverage H limits will be reasonably
necessary under the particular facts and circumstances. In the event that such
new or alternative Coverage H coverage cannot be purchased or is otherwise not
commercially available, the Parties agree that the TRC Liability Limitation
shall be deemed reduced by an amount equal to the amount by which the PLL Losses
exceed $15,000,000 as of such date.

      11. Representations, Warranties and Covenants of TRC.

            (a) TRC acknowledges that it has satisfied itself as to the nature
and location of the Sites and as to the general and local conditions,
particularly those bearing upon (i) Pollution Conditions, (ii) Remediation
requirements and Remediation Costs, (iii) clean-up and disposal requirements,
(iv) handling and storage of materials, (v) availability of labor, (vi) security
requirements, (vii) water, (viii) electric power, (ix) roads, (x) the
conformation and condition of the ground, (xi) the character, quality and
quantity of surface and subsurface materials to be encountered, (xii) equipment
and facilities needed preliminary to and during the prosecution of activities to
be performed under this Agreement, (xiii) uncertainties of weather, and (xiv)
and other information related to the type of project contemplated under this
Agreement.

            (b) TRC represents and warrants that it has the financial resources
to execute its obligations under this Agreement with diligence to Project
Completion, even if the Pollution Conditions exceed TRC's estimate thereof, and
TRC shall use such resources as necessary to achieve Project Completion.

            (c) TRC represents and warrants that is not a party to any other
existing or previous agreement or Agreement that would be inconsistent with or
constitute a conflict of interest with, or interfere with, the performance of
its obligations and responsibilities under this Agreement, and that it will not
enter into any such agreement or Agreement after the Effective Date.

            (d) TRC represents and warrants that it is qualified to perform the
Remediation consistent with this Agreement and that it has sufficient expertise
and experience to accomplish same. TRC further represents and warrants that it
shall perform the Remediation in compliance with this Agreement, Applicable Law
and the Consent Agreement, and the standards of care and diligence normally
practiced by top-quality nationally recognized firms performing services of a
similar nature.

            (e) TRC represents and warrants that it has reviewed all records, to
the extent TRC understands such records to be relevant, of Client, EPA and the
State of Wisconsin, and of any other Government Authority, concerning the Sites
to the extent it

                                       23
<PAGE>

deems necessary to fulfill its obligations hereunder, and that is familiar with
the Pollutants, Natural Resources, and all other relevant conditions at the
Sites. TRC represents and warrants that it assumes the risk of all conditions at
the Sites and, regardless of the exact nature of such conditions, or the expense
or difficulty of performing the Remediation or Project Completion with respect
to same, will fully perform and complete the Remediation required by Government
Authorities for the Site.

            (f) TRC represents and warrants that it is familiar with the
geologic conditions and Pollution Conditions at or associated with the Sites and
assumes the risk of all conditions associated therewith and specified in this
Agreement after review of information provided to TRC by Client and shall,
regardless of the exact nature of such conditions, or the expense or difficulty
of performing the Remediation with respect to same, fully complete the
Remediation to Project Completion pursuant to the terms of this Agreement.

            (g) TRC represents and warrants that it has provided the Insurer
with access to all of the information in its possession and under its control
concerning the conditions at the Sites.

            (h) TRC covenants and agrees that after the Effective Date, TRC
shall have responsibility and liability (relative to Client) for, and shall be
responsible for signing in its own name all manifests for, all wastes, garbage,
refuse, sludge, residues and other discarded storage and disposal of such
wastes. TRC shall cause all wastes, regardless of their form, that are
transported from the Sites to any Non-Owned Location, whether for treatment,
recycling, storage, disposal, or other management, to be (i) transported in a
manner that complies with all applicable requirements of Government Authorities,
including without limitation, all Applicable Laws; and (ii) delivered to an
offsite waste facility that maintains and is in substantial compliance with, at
the time of delivery, all applicable licenses, permits, authorizations,
certificates and approvals to accept such wastes. Notwithstanding anything to
the contrary contained herein, TRC expressly agrees and covenants to keep in
full force and effect and to comply in full with that certain Amended Waste
Services Agreement dated July 26, 2004 by and between Tecumseh Products Company
and Onyx Hickory Meadows Landfill, L.L.C. and attached hereto as Exhibit "G":
(the "ONYX AGREEMENT") to the extent that any waste covered by the Onyx
Agreement is transported to Non-Owned Locations, and agrees to indemnify, defend
and hold harmless Tecumseh from and against any claims, demands, losses or
liabilities arising out of such Onyx Agreement after the Effective Date.
Notwithstanding the foregoing, in the event that TRC receives final and
unappealable approval and secures all applicable governmental permits and
licenses to construct a Confined Disposal Facility at the Site and elects to
proceed with the same and not to utilize any further waste disposal at Non-owned
Locations, TRC shall so notify Client, whereupon Client shall terminate the Onyx
Agreement at its sole cost and expense pursuant to Section 7 thereof.

            (i) TRC represents and warrants that it shall not seek or implement
any changes in the Remediation for the Site that could materially and adversely
affect the potential liability of Client under Applicable Law, except with
Client's prior written consent.

                                       24
<PAGE>

      12. Representations, Warranties and Covenants of Client.

            (a) Client represents and warrants that, pursuant to the terms
hereof, it has or will have assigned any access and easement agreements that it
may have to TRC, and that subject only to the limitations set forth herein, it
will cooperate to the extent reasonable and practicable with TRC to assist TRC
in obtaining reasonable and necessary access to the Sites in order for TRC to
implement and complete the Remediation and to perform its obligations hereunder.

            (b) Client represents and warrants that it has provided TRC with
access to copies of the known documents, reports, data, field notes, and other
information concerning Pollution Conditions on the Sites that it has in its
possession.

      13. Transfer of Sites. In the event that Client were to divest itself of
all or portion of the Sites owned by Client through an asset or corporate stock
sale, Client shall provide written notice of such sale or transfer to TRC, and
TRC's obligations in respect to such Site(s) shall continue notwithstanding the
divestiture of such Site(s) and (i) with regard to and to the extent of such
divested Site(s), all rights under this Agreement from and after the date of the
transfer shall be exercised by the New Owner in the place and instead of Client
and New Owner shall be deemed to be a third beneficiary of this Agreement with
respect to the same; provided, however, that the New Owner may not amend, alter
or terminate this Agreement or the Policy without the prior written permission
of Client, including without limitation, after the occurrence of a TRC Default;
(ii) TRC shall indemnify and hold Client and Client Releasees harmless pursuant
to Paragraph 10 hereunder notwithstanding any default under this Agreement by
New Owner except to the extent such default by the New Owner gives rise to a
claim by the Client or Client Releasees under Paragraph 10; (iii) the New Owner
shall agree to be bound by the terms of this Agreement pursuant to a written
instrument acceptable to TRC and Client and executed by New Owner; (iv) with
regard to and to the extent of such divested Site(s), the New Owner shall have
the right to enforce its rights under this Agreement in its own name; and (v)
with regard to and to the extent of such divested Site(s), the New Owner shall,
upon the request of Client, be added as an additional Named Insured to the
Policy, such name to be added to the Policy as its interest in the Site(s) may
appear, in conformance with the requirements of the Policy. TRC's obligations
under this Agreement and the duties owed by TRC to Client shall not be affected,
abrogated or impaired in any way as a result of any divestiture by Client of all
or any portion of the Sites, and TRC shall have no right to terminate this
Agreement with respect to Client on account of any default hereunder by a New
Owner except to the extent the default by the New Owner results in the
cancellation of coverage provided by the Policy.

      14. Independent Contractor.

            TRC is an independent Contractor, and the methods and techniques of
its performance and the control thereof shall vest in its discretion. It is
understood and agreed that neither TRC nor Client, by execution of this
Agreement, intends that TRC or TRC's employees, representatives, agents and
Subcontractors shall be considered, or

                                       25
<PAGE>

deemed to be, or acting as employees of Client, but rather as an independent
Contractor retained by Client to take responsibility for and perform the
Remediation and achieve Project Completion. TRC shall not take any action or
omit to take any action that is inconsistent with its status as an independent
Contractor. TRC shall be solely responsible for all of its practices,
procedures, means, methods, and protocols used in carrying out the Remediation,
for all governmental fees imposed upon its performance of the Remediation and
for payment of all compensation, benefits, contributions, and taxes, if any, due
its employees, agents, representatives and Subcontractors. TRC agrees that any
and all persons whom it may employ or whose services it may retain in order to
perform its obligations under this Agreement, including any and all
Subcontractors, shall remain TRC's employees or consultants exclusively.

      15.Notices. Notices required hereunder shall be deemed given upon receipt
if sent by certified mail, return receipt requested, or by recognized overnight
courier service to the following duly authorized representatives:

            FOR CLIENT: Chief Financial Officer

                        100 East Patterson Street
                        Tecumseh, MI 49286

                        With a copy to:
                        Corporate Director of Environmental Control
                        1604 Michigan Avenue
                        New Holstein, WI 53061

                        With a copy to:
                        Curtis B. Toll, Esq.
                        Greenberg Traurig, LLP
                        2700 Two Commerce Square
                        2001 Market Street
                        Philadelphia, PA  19103

            FOR TRC:    Michael C. Salmon

                        Senior Vice President
                        TRC Companies, Inc.
                        21 Technology Dr.
                        Irvine, CA  92618

                        With a copy to:
                        Martin Dodd, Esquire
                        General Counsel
                        TRC Companies, Inc.
                        5 Waterside Crossing
                        Windsor, CT  06095

            The Parties may change their duly authorized representatives at any
time by providing written notice to the other Party.

                                       26
<PAGE>

      16. Termination and Default.

            (a) Except as expressly provided herein, none of the Parties shall
have the right to terminate this Agreement without a default by the other Party.

            (b) Client may, at its option, terminate this Agreement for cause
and thereby place TRC in default for any of the following reasons (each, a "TRC
DEFAULT"):

                  (i) TRC has ceased implementation of the Remediation
contemplated by this Agreement and is seriously or repeatedly deficient or late
in its performance of such Remediation, or is implementing such Remediation in a
manner which presents a significant risk of causing an endangerment to human
health or the environment;

                  (ii) TRC has failed to cure a material Notice of Default from
WDNR relating to the performance of the Remediation or such other notice of
violation from a Governmental Authority or to commence such cure and so
diligently prosecute the same to completion within the time allowed for such
cure;

                  (iii) TRC has failed to substantially comply with Applicable
Laws in performing Remediation;

                  (iv) TRC has declared bankruptcy, or has become bankrupt as a
result of an involuntary bankruptcy filing, or has become or is about to become
insolvent;

                  (v) TRC has failed to comply with its obligations under the
Policy in a manner that places the coverage for Client thereunder at risk or
which results in an actual notice of cancellation of the Policy from the
Insurer;

                  (vi) TRC has materially (1) breached its representations,
warranties, or covenants under this Agreement; or (2) failed to perform its
obligations hereunder, and either breach has a material impact on TRC's ability
to perform the Remediation or significantly increases the risks and liabilities
assumed by TRC hereunder;

                  (vii) TRC fails to comply with a final and binding award of
the arbitrators pursuant to Paragraph 8 of this Agreement; or

            (c) TRC may terminate this Agreement for cause for the following
reasons (each, a "CLIENT DEFAULT"):

                  (i) Client materially fails to perform its obligations
hereunder and such failure materially impacts TRC's ability to perform the
Remediation or significantly increases the risks and liabilities assumed by TRC
hereunder; or

                  (ii) Client fails to comply with a final and binding award of
the arbitrators pursuant to Paragraph 8 of this Agreement.

                                       27
<PAGE>

            (d) In order to terminate this Agreement for cause, the Party
seeking to terminate the Agreement must provide the other Party with written
notice ("DEFAULT NOTICE") of its intent to terminate and its reason therefor.
Except for a TRC Default under Paragraph 16(b)(ii) or 16(b)(iv) above, (which
shall not be subject to cure), the defaulting Party shall have thirty (30) days
in which to cure the alleged default or to immediately commence activities
necessary to correct the default if the same cannot reasonably be completed
within the thirty (30) day period. So long as the other Party is diligently
pursuing a cure, the Party seeking to terminate shall not be permitted to do so.
Notwithstanding the foregoing, Client shall have the right to terminate this
Agreement upon the occurrence of any TRC Default if such TRC Default is not
cured within one-hundred eighty (180) days of the date of the Default Notice
evidencing the same or such other time as may be permitted by the Consent Order,
whichever is earlier; provided, however, no termination shall be permitted
pursuant to this subparagraph (d) in the event that TRC is diligently pursuing
and is actively engaged in a formal dispute resolution process with a
Governmental Authority under Applicable Law in connection with the Remediation.

            (e) In the event that this Agreement is terminated by Client after
the occurrence of any TRC Default pursuant to this Section 16, Client shall,
within forty-five (45) days of the date of termination (the "TRC TRANSFER
PERIOD") designate a replacement or substitute contractor to replace TRC and to
complete the Remediation through Project Completion. TRC shall continue to
diligently perform the Remediation and to comply with the terms of this
Agreement until the end of the TRC Transfer Period or such earlier date
prescribed by Client by written notice to TRC. During or after the TRC TRANSFER
Period, TRC shall, immediately upon the request of Client execute any and all
agreements, documents or materials requested by Client or the Insurer to: (1)
remove TRC from the Consent Order; (2) delete TRC from the Policy as an insured
or otherwise whereupon TRC shall have no further rights to receive funds or make
claims of any kind under the Policy; (3) assign or transfer to the new
contractor all of TRC's right, title and interest in and to all materials,
processes, work-in-place and other documents necessary to complete the
Remediation and achieve Project Completion (collectively, the "TRC TRANSFER").
TRC hereby grants to Client its full and complete power-of-attorney, which shall
be deemed to be coupled with an interest, for the purpose of completing and
effectuating the TRC Transfer. Upon the completion of the TRC Transfer, this
Agreement shall be terminated and shall be null and void, except that,
notwithstanding such termination, Client shall be expressly permitted to bring
an action for damages against TRC in a court of competent jurisdiction for
damages incurred by Client as a result of the TRC Default.

      17. Release of Material Information.

            (a) Public Statements - In order to comply with public disclosure
requirements of the Securities and Exchange Commission ("SEC"), each of the
Parties may issue, from time to time, public statements concerning its execution
of and performance of this Agreement. The Parties shall do so only under the
following conditions:

                                       28
<PAGE>

                  (i) The information to be disclosed shall be the minimum
required to comply with legal requirements of the SEC; and

                  (ii) The disclosing Party shall provide the other Party with
prior notice of the disclosure and an opportunity to comment, and shall provide
such Party with a copy concurrent with the disclosure.

            (b) Marketing and Sales Material - Unless prior approval is received
from Client, TRC shall not disclose any information concerning this Agreement,
Client or the Sites in marketing or sales material. Notwithstanding the
foregoing, the Parties may use a generic description of the project, its
financial, management and technical approach, and the results of its performance
hereunder, provided that neither the Parties nor the Sites are specifically
identified.

      18. Intended Third-Party Beneficiaries. TRC and Client acknowledge that
Client Releasees and New Owners are intended third-party beneficiaries of this
Agreement. The benefits and obligations owed to Client Releasees and New Owners
pursuant to this Agreement may not be altered, amended or in any manner
restricted by TRC without the advance written consent of such Client Releasees
of New Owners, which consent may be withheld in their sole discretion.

      19. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Wisconsin.

      20. Entire Agreement. This Agreement, including the Exhibits, constitutes
the entire agreement of the Parties with respect to the Remediation activities
and obligations contemplated herein, and all prior or contemporaneous
agreements, understandings, representations and statements are merged herein.

        21. Severability. If any term, covenant, condition, or provision of this
Agreement is found by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of this Agreement shall remain in full force and
effect, and shall in no way be affected, impaired or invalidated thereby.

      22. Waiver. No waiver of any provision of this Agreement shall be
effective unless such waiver is in writing and signed by the Party against whom
enforcement of the same is sought. Failure to enforce any provision of this
Agreement or to require at any time performance of any provision hereof shall
not be construed to be a waiver of such provision, or to affect the validity of
this Agreement or the right of any Party to enforce each and every provision in
accordance with the terms hereof. No waiver of any provision of this Agreement
shall affect the right of Client or TRC thereafter to enforce such provision or
to exercise any right or remedy available to it in the event of any other
default involving such provision or any other provision. Making payment or
performing pursuant to this Agreement during the existence of a dispute shall
not be deemed to be and shall not constitute a waiver of any claims or defenses
of the Party so paying or performing.

                                       29
<PAGE>

      23. Specific Performance. The parties hereto recognize that TRC's
performance of its obligations under this Agreement is special, unique, and of
extraordinary character, and that Client will be irreparably injured if this
Agreement is not specifically enforced. Therefore, notwithstanding anything to
the contrary contained herein or otherwise, upon the occurrence of any TRC
Default and in addition to other remedies at law or in equity that may be
available to Client, Client shall have the right to enforce specifically TRC's
performance under this Agreement, in addition to the other rights and remedies
expressly set forth herein. In such event, TRC hereby waives the defense in any
such suit that Client has an adequate remedy at law, and TRC will interpose no
opposition, legal or otherwise, as to the propriety of specific performance as a
remedy. The remedy of specific performance shall be in addition to, and not in
lieu of, any other remedies that Client may elect to pursue hereunder.

      24. Assignment.

            (a) This Agreement is personal to the Parties hereto and is not
intended for the benefit of any third party except as expressly set forth
herein. Except as set forth below or otherwise expressly set forth herein, this
Agreement shall not be assignable to any other party without the prior, written
authorization of the other Party hereto. Such authorization may be denied by the
other Party in its sole discretion.

            (b) Notwithstanding any other provision herein, but subject in all
respects to the terms of Paragraph 13 hereof, Client shall have the right to
assign all, or part, of the benefits and obligations of this Agreement to New
Owner(s) with respect to all or any portion of the Site for which ownership is
or has been transferred to New Owner, so long as the New Owner(s) accepts the
obligations of Client hereunder. No assignment of rights under this Paragraph
shall diminish TRC's indemnification obligations to Client and Client Releasees
under this Agreement.

      25. Confidentiality. The terms and conditions of this Agreement are
strictly confidential and shall not be disclosed to any third party except as is
required (i) for the performance of this Agreement and then shall be disclosed
to such persons only under corresponding conditions of confidentiality; (ii) by
law or any court, administrative agency or other Governmental Authority with
jurisdiction over the activities contemplated by this Agreement; or (iii) to
potential New Owners pursuant to the planned transfer of ownership or control of
all or any portion of the Site(s). If a Party is required to make any disclosure
that is prohibited under this Agreement, that Party will provide to all other
Parties prompt notice of such requirement so that a protective order or other
appropriate remedy may be pursued. Subject to the foregoing, a Party may furnish
only that information that, in the written opinion of legal counsel acceptable
to all Parties, is legally required to be disclosed. Moreover, such disclosing
Party will use reasonable efforts to obtain reliable assurance that confidential
treatment will be afforded the information disclosed.

                                       30
<PAGE>

      26. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but which together shall constitute
one and the same instrument.

                            [SIGNATURES ON NEXT PAGE]

                                       31
<PAGE>

IN WITNESS WHEREOF, this Agreement is effective as of the as of the date first
above written.

TRC COMPANIES, INC.:

       /s/ MICHAEL C. SALMON                            12/23/04
--------------------------------        ----------------------------------------
Name:  Michael C. Salmon                                  Date
Title: Senior Vice President

TRC ENVIRONMENTAL CORPORATION:

       /s/ MICHAEL C. SALMON                            12/23/04
--------------------------------        ----------------------------------------
Name:  Michael C. Salmon                                  Date
Title: Senior Vice President

                                       32
<PAGE>

TECUMSEH POWER COMPANY, a Delaware corporation:

       /s/ JAMES S. NICHOLSON                           12/21/04
--------------------------------        ----------------------------------------
Name:  James S. Nicholson                                 Date
Title: Vice President, Treasurer and
        Chief Financial Officer

TECUMSEH PRODUCTS COMPANY, a Michigan corporation:

       /s/ JAMES S. NICHOLSON                           12/21/04
--------------------------------        ----------------------------------------
Name:  James S. Nicholson                                 Date
Title: Vice President, Treasurer and
        Chief Financial Officer

HAYTON PROPERTY COMPANY, LLC, a Wisconsin limited liability company:

       /s/ JAMES S. NICHOLSON                           12/21/04
Name:  James S. Nicholson                                 Date
Title: Vice President, Treasurer and
        Chief Financial Officer

Exhibits

A    Plant Site
B    Consent Order
B-1  Map of Downstream Area
C    Insurance Policy
D    Designated Reporting Persons
E    Access Agreements
F    Areas of TRC Access
G    Onyx Waste Agreement

                                       33