Exhibit
10.1


Confidential
Treatment Requested – Redacted version


****
              Indicates
      that information has been omitted pursuant to a request for confidential
      treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
      The omitted information has been filed separately with the Securities and
      Exchange Commission.


Location
- MOPAC Texas & MOPAC Seniority Districts


Contract
Audit No. ****
, CSS





CONTRACT
FOR WORK OR SERVICES




THIS
AGREEMENT (the “Agreement”) is made and entered into as of JANUARY 1, 2009 (the
“Effective Date”) by and between UNION PACIFIC RAILROAD COMPANY, a Delaware
corporation (the “Railroad”); and WOOD ENERGY GROUP INC., a Missouri corporation
(the “Contractor”).




IT IS
MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:




Section
1.             NATURE
AND LOCATION OF THE WORK OR SERVICES




A.           The
work to be performed by the Contractor under this Agreement is for providing
supervision, labor, operated equipment, materials, transportation, and permits
to purchase, remove, and dispose of the Railroad’s used ties from track programs
and other online sources (the “Work”) in or near the MOPAC Texas & MOPAC
Southern Seniority Districts (hereinafter the “Job Site”). All material released
from projects during the term of this agreement shall become the exclusive
property of the Contractor at the time the materials are removed from the track
structure.




B.           The
Work is more particularly described in Schedule of Billable Service Items,
attached hereto and made a part hereof; the general specifications of the
Railroad (hereinafter the “Specifications”), attached hereto and made a part
hereof; and the Terms & Conditions sheet (including the Performance
Compliance Matrix), attached hereto and made a part hereof.




Section
2.             REPRESENTATIONS
AND WARRANTIES




A.           Contractor
shall perform the Work in conformity with the standard of care and skill
employed by companies involved in similar activities for projects of similar
scope and complexity.




B.           Contractor’s
personnel assigned by Contractor to perform the Work are experienced, qualified,
and licensed (if necessary or advisable) to perform the Work and shall perform
the work in a good and workmanlike manner.




C.           Contractor
and its personnel assigned to perform the Work shall comply in all respects with
this Agreement, and all federal, state and local laws, rules, regulations,
orders, codes and ordinances applicable to the Work, including environmental
laws (if applicable) that are in effect at the time the Work is
performed.




D.           The
Work shall not infringe on any patent, copyright, trademark, or other
intellectual property right.




E.           Railroad’s
use of the Work, in accordance with Contractor’s instructions, shall comply with
all applicable laws, rules, regulations, order, codes and
ordinances.




F.           Contractor
has the expertise necessary to perform the Work and Railroad is entitled to rely
on Contractor’s expertise, reports, data and/or conclusions reached by
Contractor in its performance of the Work.




G.           Contractor
shall take all actions necessary to ensure the safety of its employees, Railroad
employees (if applicable) and the public.




H.           Contractor
shall, at the Contractor’s own expense, furnish (unless herein otherwise
specifically provided) all superintendence, labor, tools, equipment, materials,
and supplies and all other things requisite and necessary to perform the
Work.




I.           Contractor
has all necessary permits and/or licenses required to perform the Work
contemplated by this Agreement.







Confidential
Treatment Requested – Redacted version
 ****
                Indicates
      that information has been omitted pursuant to a request for confidential
      treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
      The omitted information has been filed separately with the Securities and
      Exchange Commission.


J.           Contractor
has submitted a Statement of Business and Legal Relationships (the “Statement”)
to the Railroad and the representations and certifications therein are true and
accurate as of the Effective Date of this Agreement; and that said
representations and certifications, by this reference, are incorporated herein.
The Contractor acknowledges the materiality of the representations and
certifications in the Statement.




Section
3.            COMPENSATION.




A.          In
consideration of the performance of the Work, the Railroad will pay to the
Contractor an amount not to exceed **** (the “Maximum Price”) for
Work actually performed by the Contractor at the Contractor’s unit or lump sum
rates as set forth in the Schedule of Values / Schedule of Billable Services
Items, which includes all applicable sales and/or use taxes, which shall be
remitted to the proper taxing authority. The Maximum Price cannot be increased
without a written document executed by the Railroad. Any attempt by the
Contractor to otherwise increase the Maximum Price shall be void and of no
effect.




B.           Except
as to progress payments, the amount shall be payable within thirty (30) days
after presentation of an electronic invoice in the Contract Administration
System (CAS) to cover the Work with reference to this Agreement.




C.           The
Work and payments made therefore are not in any way contingent upon the defeat
or enactment of any legislative, regulatory, or administrative
proposal.




Section
4.         TERM;
TERMINATION




A.           This
Agreement for services shall continue for a period of 4 YEAR(S) from the
Effective Date unless sooner terminated as provided herein (the
“Term”).




B.           Either
party may terminate this Agreement at any time during the Term, with or without
cause, by providing the other party thirty (30) days written notice of
termination, provided Railroad has the right to terminate this Agreement at any
time immediately upon written notice to the Contractor if the Work is, in the
sole discretion of the Railroad, deemed unsatisfactory. Upon termination,
Railroad’s sole obligation to Contractor shall be to pay for Work performed to
the Railroad’s satisfaction through the date of termination at the rates set
forth in the Schedule of Values/Schedule of Billable Services
Items.





Section
5.             INSURANCE
REQUIREMENTS.




Contractor
shall, at its sole cost and expense, procure and maintain during the life of
this Agreement (except as otherwise provided in this Agreement) the following
insurance coverage:




A.           Commercial General Liability
insurance. Commercial general liability (CGL) with a limit of not less
than $5,000,000.00 each occurrence and an aggregate limit of not less than
$10,000,000.00. CGL insurance must be written on ISO occurrence for CG 00 01 12
04 (or a substitute form providing equivalent coverage).




The
policy must also contain the following endorsement(s), which must be stated on
the certificate of insurance:




·
            Contractual
      Liability Railroads ISO form CG 24 17 10 01 (or a substitute form
      providing equivalent coverage) showing “Union Pacific Railroad Company
      Property” as the designated Job
Site.


2




B.           Business Automobile
Coverageinsurance. Business
auto coverage written on ISO form CA 00 01 (or a substitute form providing
equivalent liability coverage) with a combined single limit of not less than
$5,000,000.00 for each accident and coverage must include liability arising out
of any auto (including owned, hired, and non-owned autos).




The
policy must contain the following endorsement(s), which must be stated on the
certificate of insurance:




·
            Coverage
      For Certain Operations in Connection With Railroads ISO form CA 20 70 10
      01 (or a substitute form providing equivalent coverage) showing “Union
      Pacific Property” as the designated Job
Site.




·
            Motor
      Carrier Act Endorsement - Hazardous materials clean up (MCS-90) if
      required by law.




C.           Workers CompensationandEmployers
Liabilityinsurance. Coverage
must include but not limited to:




·
            Contractor’s
      statutory liability under the worker’s compensation laws of the state(s)
      affected by this Agreement




·
            Employers’
      liability (Part B) with limits of at least $500,000 each accident,
      $500,000 disease policy limit $500,000 each
  employee




If
Contractor is self insured, evidence of state approval and excess workers
compensation coverage must be provided.  Coverage must include
liability arising out of the U.S. Longshoremen’s and Harbor Workers’ Act, the
Jones Act, and the Outer Continental Shelf Land Act, if applicable.




D.           Alternate
Employerendorsement. Worker’s
compensation and employer’s liability insurance must be endorsed with ISO form
WC 00 03 01 A (or a substitute form providing equivalent coverage) showing
Railroad in the schedule as the alternate employer which must be stated on the
certificate of insurance.




E.           Pollution
Liabilityinsurance. Pollution
liability coverage must be written on ISO form Pollution Liability Coverage Form
Designated Sites CG 00 39 12 04 (or a substitute form providing equivalent
liability coverage), with limits of at least $5,000,000.00 per claim and an
aggregate limit of $10,000,000.00 with a deductible not to exceed
$25,000.




Contractor
warrants that any retroactive date applicable to the coverage under the policy
is the same as or precedes the Effective Date of this Agreement; and that
continuous coverage will be maintained or an extended discovery period will be
exercised for a period of 5 years beginning from the time the Work under this
Agreement is completed or if coverage is cancelled for any reason the extended
discovery period will be exercised for the maximum time allowed by the
policy.




If the
scope of Work as defined in this Agreement includes the disposal of any
hazardous or non-hazardous materials from the Job Site, Contractor must furnish
to Railroad evidence of pollution legal liability insurance maintained by the
disposal site operator for losses arising from the insured facility accepting
the materials, with coverage in minimum amounts of $1,000,000 per loss, and an
annual aggregate of $2,000,000.




F.          Umbrella or Excess
insurance. If Contractor utilizes umbrella or excess policies, these
policies must “follow form” and afford no less coverage than the primary
policy.




G.          All
insurance policies must be written by a reputable insurance company acceptable
to Railroad or with a current Best’s Insurance Guide Rating of A- and Class VII
or better, and authorized to do business in the state(s) in which the Work is to
be performed.


3




Other
Requirements




H.          The
fact that insurance is obtained by Contractor or by Railroad on behalf of
Contractor will not be deemed to release or diminish the liability of
Contractor, including, without limitation, liability under the indemnity
provisions of this Agreement.  Damages recoverable by Railroad from
Contractor or any third party will not be limited by the amount of the required
insurance coverage.




I.           All
policy(ies) required above (except worker’s compensation and employers liability
and professional liability) must include Railroad as “Additional Insured” using
ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms
providing equivalent coverage) which must be stated on the certificate of
insurance. The coverage provided to Railroad as additional named insured shall,
to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA
20 48 provide coverage for Railroad’s negligence whether sole or partial, active
or passive, and shall not be limited by Contractor’s liability under the
indemnity provisions of this Agreement.




J.           Prior
to commencing the Work, Contractor shall furnish Railroad with a certificate(s)
of insurance, executed by a duly authorized representative of each insurer,
showing compliance with the insurance requirements in this
Agreement.




K.          Punitive
damages exclusion, if any, must be deleted (and the deletion indicated on the
certificate of insurance), unless (a) insurance coverage may not lawfully be
obtained for any punitive damages that may arise under this Agreement; or (b)
all punitive damages are prohibited by all states in which this Agreement will
be performed.




L.           Contractor
waives all rights against Railroad and its agents, officers, directors and
employees, where permitted by law, for recovery of damages to the extent these
damages are covered by the workers compensation and employers liability or
commercial umbrella/excess liability insurance obtained by Contractor required
by this Agreement, which must be stated on the certificate of
insurance.




Section
6.        ENFORCEABILITY; CHOICE OF LAW;
CHOICE OF FORUM.




This
Agreement shall be governed, construed, and enforced in accordance with the laws
of the State of Nebraska. The arbitration mechanism set forth in this Agreement
shall be instituted and maintained only in Omaha, Nebraska and the parties
consent to their participation in such arbitration procedures in that
forum.




Section
7.            PROTECTION
OF UTILITIES.




A.          Cables,
lines, wires, circuits, conduit, pipes and other utility facilities may be
located on or under the Site and other property affected by the Work, including
fiber optic systems, railroad traffic control-related systems and utility
systems and facilities including electrical lines, natural gas and water main
pipelines and distribution/supply lines, and sewer pipes and lines (the
“Utilities”). Protection of Utilities is of extreme importance since any break
in or damage to Utilities could, among other things, disrupt service to users,
result in business interruption and loss of revenue and profits, result in
injury or death to persons and damage to property, cause other economic losses,
and/or create safety risks to the public. Accordingly, Contractor shall (1)
comply with all one-call and other requirements of the law of the state where
the Work is to be performed; (2) exercise due diligence in an effort to
determine from Railroad and all appropriate utilities, telecommunications
companies and other utility operations to determine if Utilities are present in
the area that is to be used or occupied by, or that will be accessible to
Contractor in connection with the Work, including by telephoning Railroad at
1-800-336-9193 (between 6:30 a.m. and 8:00 p.m. Central Time) to determine if
Utilities are buried anywhere at such location(s); (3) notify Railroad and
coordinate with Railroad and any party who is determined to be the operator of
the Utilities to make suitable arrangements for the relocation or other
protection of the Utilities; (4) refrain from commencing Work in the vicinity of
the Utilities until Contractor verifies that such relocation or other protection
has been completed; and (5) require its subcontractors to comply with (1)
through (4) above. Railroad acknowledges and agrees that Contractor will not be
responsible for the cost to relocate or otherwise protect the
Utilities.




4




B.           In
addition to other indemnity provisions in this Agreement, to the extent not
prohibited by law, Contractor shall defend, indemnify and hold Railroad harmless
from and against all costs, liability, loss and expense whatsoever (including,
without limitation, consequential damages, attorney fees, court costs, and
expenses) arising out of any act or omission of Contractor, its agents,
contractors, subcontractors and/or employees, relating in any way to Utilities,
to the extent their acts or omissions cause or contribute to (1) any disruption
of service to users or damage for business interruption or loss of revenues or
profits; (2) any damage to or destruction of any Utilities; (3) any injury or
damage to property or injury to or the death of any persons; (4) any other
economic loss; (5) any other damage or liability whatsoever; or (6) the
assertion or filing of any claim, cause of action, or judgment whatsoever
relating to such matters. If this Subsection B is declared void or unenforceable
by a court of competent jurisdiction, it will be stricken, but the fact that it
has been so struck will not affect the enforceability of Subsection A
above.





Section
8.             INDEPENDENT
CONTRACTOR.





The
Contractor, its agents and employees of the Contractor are not and shall not be
considered as employees of the Railroad. The Contractor shall be and remain an
independent contractor and nothing herein contained shall be construed
inconsistent with that status. If Railroad determines, in its sole discretion,
that any person employed by Contractor or any subcontractor is not performing
the Work in accordance with Contractor representations and warranties set forth
herein, then, upon Railroad’s request, Contractor shall permanently remove such
person from the Work unless otherwise agreed to in writing by Railroad. The
removal of such person shall not constitute a waiver of any other remedies
available to the Railroad for Contractor’s breach.




Section
9.            LIENS;
DIRECT PAYMENTS.





Contractor
shall pay in full all persons who perform labor upon or provide services or
materials in connection with the Work. Contractor shall not create, permit or
suffer any mechanic’s or materialmen’s liens of any kind or nature to be created
or enforced against any property of Railroad for any such work performed.
Railroad may, from time to time, elect to directly pay any person employed by
Contractor, or subcontractors, or any supplier, any sums due for labor, material
or supplies, and charge same to Contractor as so much paid on this Agreement.
Any election by Railroad to make such direct payments will not in any way (a)
release the Contractor from any of its obligations under this Agreement (except
its obligations to make such payments); or (b) impose upon Railroad any
liability to the persons thus paid or any other additional liability or
obligation.





Section
10.           RELEASE OF
LIENS.





The
Railroad is not required to make any payment to Contractor unless Contractor
shall previously have provided releases executed by all persons who might have
mechanic’s or materialmen’s liens, stop notices, or labor and material bond
rights against the project arising out of the Work.





A.           Progress
payments, when provided for in Compensation section, shall be determined as
provided herein:





l.
            During
      the progress of the Work, the Railroad’s representative shall cause
      estimates to be made of the amount of Work done and/or materials furnished
      during each calendar month (the “Estimates”). The Estimates will be based
      on contract prices, if any, for materials, equipment and labor. The
      estimated value of the same, less a reserve fund of 50 percent, (the
      “Progress Payments”), which shall be held by the Railroad as security for
      the completion of the Work and its several parts, shall be paid to the
      Contractor.




5


2.
            Upon
      completion of the Work, the Railroad’s representative shall make a final
      estimate of the Work performed and materials furnished pursuant to this
      Agreement, which shall include, if necessary, the reconciliation of
      Estimates (defined above). Following the final estimate, upon presentation
      by Contractor to the Railroad’s representative of satisfactory evidence
      that the Work has been performed and delivered up to the Railroad free of
      all claims and liens, and in accordance with the Agreement, the Contractor
      shall present a final invoice and Railroad shall, after the expiration of
      a period of thirty five (35) days from the completion of the Work, pay
      over to the Contractor all of the reserve fund of 50 percent, net of any
      adjustments required by the reconciliation herein described, if
      applicable. In the event that the Railroad’s representative determines
      that there is insufficient evidence that the Work is free from all liens
      and claims, the Railroad shall not be obligated to pay over to the
      Contractor all of the reserve fund upon the expiration of the 35-day
      period. The Railroad shall have the right, at its option, to retain all or
      such portion of the reserve fund as it desires until the time allotted by
      law for the filing upon or against the Work shall have expired and until
      all liens filed upon or against the Work shall have been fully
      paid.




Section
11.           PAYMENT OF
WAGES AND PAYROLL TAXES.




A.           The
Contractor shall pay the wages and salaries of the officers, agents, and
employees of the Contractor in strict accordance with all applicable law,
including those relating to wages, prevailing wages, minimum wages, working
hours, overtime and working conditions. The Contractor agrees to accept
exclusive liability for the payment of any and all payroll taxes or
contributions for unemployment insurance or old age pensions or annuities which
are measured by the wages, salaries or other remuneration paid to the employees
of the Contractor or measured by the performance by Contractor of the Work, or
the furnishing of equipment, tools, or materials, as provided herein. The
Contractor further agrees to reimburse the Railroad for any of such of the
aforesaid taxes and contributions as by law the Railroad may be required to pay.
The Contractor agrees to comply with all valid administrative regulations
respecting the assumption of liability for the aforesaid taxes and contributions
and the supplying of information to the proper authorities.




B.           The
Contractor agrees to comply with the provisions of 29 CFR, Part 470, if
applicable.




Section
12.           GENERAL
INDEMNITY.




A.           Except
to the extent that Claims (defined below) are finally determined through the
arbitration mechanism set forth herein (the “Arbitration”) as being caused by
the intentional misconduct or gross negligence of the Railroad and/or its
employees, Contractor shall indemnify and hold harmless the Railroad from all
fines, judgments, awards, claims, demands, liability, losses, damages and
expenses (including attorney fees and costs) (the “Claims”), for injury or death
to all persons, including Railroad’s and Contractor’s employees, and for loss
and damage to property belonging to any person (including environmental claims)
arising in any manner in the performance of this Agreement or the breach by
Contractor of any provision of this Agreement. CONTRACTOR’S INDEMNIFICATION
OBLIGATION HEREUNDER IS
EXPRESSLY INTENDED TO INCLUDE INDEMNIFICATION FOR ALL CLAIMS, INCLUDING THOSE
CAUSED OR ALLEGED TOBE
CAUSED BY THE PARTIAL OR SOLE NEGLIGENCE OF THE RAILROAD AND/OR ITSEMPLOYEES, WHETHER ACTIVE ORPASSIVE.  TOTHE EXTENT IT MAY
LAWFULLY DO SO,CONTRACTOR WAIVESANY AND ALLDEFENSES UNDER WORKER’S COMPENSATION
ORINDUSTRIAL INSURANCE
ACTS TO SO INDEMNIFY THE RAILROAD.




6




B.           To
the extent that Nebraska Revised Statute Section 25-21, 187 is determined to
apply to this Agreement, then Contractor’s indemnity obligation as set forth in
the preceding paragraph shall not apply and Contractor’s indemnity obligation
shall be as follows:




Contractor
shall indemnify and hold harmless the Railroad for all fines, judgments, awards,
claims, demands, liability, losses, damages and expenses (including attorney
fees and costs) (the “Claims”), for injury or death to all persons, including
the Railroad’s and Contractor’s employees, and for loss and damage to property
belonging to any person (including environmental claims) arising in any manner
in the performance of this Agreement or the breach by Contractor of any
provision of this Agreement. CONTRACTOR’SINDEMNIFICATION OBLIGATION HEREUNDER
IS EXPRESSLY INTENDED TO INCLUDEINDEMNIFICATION FOR CLAIMS CAUSED OR
ALLEGED TO BE CAUSED BY THE NEGLIGENCE (PARTIAL OR SOLE) OF THE RAILROAD AND/OR
ITS EMPLOYEES EXCEPT TO THE EXTENTOF THE ACTIVE NEGLIGENCE OF RAILROAD
AND/OR ITS EMPLOYEES AS FINALLYDETERMINED BYARBITRATION.  TOTHE EXTENT IT MAY LAWFULLY DO SO,
CONTRACTOR WAIVES ANY AND ALL DEFENSESUNDERWORKER’S COMPENSATION OR INDUSTRIALINSURANCE ACTS TO SO
INDEMNIFY THE RAILROAD.





C.           THE INDEMNIFICATION OBLIGATION
ASSUMED BY CONTRACTOR SHALL INCLUDE ANY CLAIMS, SUITS OR JUDGMENTS BROUGHT
AGAINST THE RAILROAD UNDERTHEFEDERALEMPLOYER’S LIABILITY ACT, INCLUDING
CLAIMS FOR STRICT LIABILITYUNDER THE SAFETY APPLIANCE ACT OR THE
BOILER INSPECTION ACT.





D.           Contractor
further agrees, at its expense, in the name and on behalf of the Railroad, at
the Railroad’s discretion and with counsel reasonably satisfactory to the
Railroad, to adjust, settle or appear and defend (“Defend”) all Claims made
against the Railroad. The Railroad shall give notice to Contractor, in writing,
of the receipt or pendency of such Claims, and thereupon Contractor shall
proceed to Defend, protect, indemnify, and save harmless Railroad from and
against all such Claims. Contractor shall not settle any Claim in any manner
that would impose any expense, penalty, obligation or limitation on Railroad
without the Railroad’s prior written consent. The Railroad shall have the right,
but not the obligation, to Defend any Claim, and if Railroad opts to Defend,
Contractor shall nonetheless be obligated to protect, indemnify, and save
harmless the Railroad from and against all Claims. If Contractor disputes
indemnification, Contractor shall nevertheless Defend, and the Railroad shall
reimburse Contractor for any portion of the damages, judgments, decrees,
attorney fees, costs, and expenses that is determined through Arbitration not to
be attributable to Contractor’s indemnification obligation
hereunder.




E.           In
addition to any other provision of this Agreement, in the event that all or any
portion of this Section shall be deemed to be unenforceable for any reason,
including without limitation as a result of a decision of an applicable court,
legislative enactment or regulatory order, the parties agree that this Section
shall be reformed in Arbitration to make it enforceable and to reflect the
intent of the parties, which is that Contractor shall indemnify and hold
harmless the Railroad to the fullest extent permitted by applicable
law.




F.          The
obligations of this Section shall survive any termination of this
Agreement.




Section
13.          OSHA HAZARD
COMMUNICATION STANDARD




A           In
accordance with the Hazard Communication Standard (“HCS”) issued by the
Occupational Safety and Health Administration (“OSHA”) (29 CFR Part 1910.1200),
the Railroad has developed and implemented its Hazard Communication Program. At
the specific Railroad facilities where potentially hazardous chemicals may be
present, the Railroad maintains a copy of its Hazard Communication Written Plan
(“Written Plan”) which, among other things, includes a list of hazardous
chemicals that may be present at the facility involved and the availability of
Material Safety Data Sheets (MSDS). The Written Plan is available for review by
the Contractor and any of its officers, employees, and agents.


7




B.           The
Contractor shall determine if the Work under normal conditions or in a
foreseeable emergency will expose the Contractor, its officers, employees, or
agents to any hazardous chemicals on Railroad property as listed in the Written
Plan and if so shall (1) review the Written Plan for the specific facility
involved; and (2) inform its officers, employees, and agents of such hazardous
chemicals and that they may review the Railroad’s Written Plan and -obtain
copies of applicable MSDS.




C.           The
HCS also requires that the parties to this Agreement exchange MSDS, as well as
any additional information about precautionary measures necessary to protect
both parties’ employees where exposure may occur. The Contractor shall provide
such information to the Railroad, its officers, employees, and agents, before
the Contractor uses any hazardous chemicals (as defined in the HCS) in, on, or
about any premises or facilities of the Railroad.




Section
14.           SAFETY;
RAILROAD TRAFFIC; MINIMUM SAFETY REQUIREMENTS





A.           Safety
is of paramount importance. Contractor shall take all reasonable precautions and
is solely responsible for the safety of, and shall provide protection to prevent
damage, injury, or loss to, all persons who would reasonably be expected to be
affected by the Work, including individuals performing Work, employees of
Railroad and its consultants, visitors to the Job Site and members of the public
who may be affected by the Work. Contractor shall- at
a minimum at all times comply with all health and safety requirements contained
in the Agreement, including Railroad’s “Minimum Safety Requirements for UPRR
Contractors” attached hereto, and all health and safety requirements provided
under applicable law. Contractor is responsible for complying with such
additional safety requirements as Contractor deems necessary or appropriate, and
notifying Railroad if Contractor believes that any of Railroad’s Minimum Safety
Requirements for UPRR Contractors are inconsistent with safety.





B.           Contractor
shall perform the Work without interfering in any manner with continuous and
uninterrupted use of the tracks and property of Railroad. Contractor will be
responsible for any damages that may be sustained by Railroad or other companies
using the tracks, caused by interference that could have been avoided by proper
handling of the Work. If the handling of the Work may cause interference with
the operation of Railroad’s tracks or use of the property of Railroad,
Contractor shall obtain written instructions from the Railroad’s representative
as to the proper method of handling of the Work.





C.           Contractor
shall notify Railroad at least forty-eight (48) hours in advance of the
performance of any work by Contractor in which any person or equipment will be
within twenty-five (25) feet of any track, or will be near enough to any track
that any equipment extension (such as, but not limited to, a crane boom) will
reach to within twenty-five (25) feet of any track. Upon receipt of such notice,
Railroad shall determine and inform Contractor whether flaggers need to be
present.





Section
15.           RIGHT TO STOP
WORK; EXTRA WORK.





It is
understood and agreed that the Railroad shall have the right to stop the Work or
make changes in the amount, dimensions or character of the Work as, in the
opinion of the Railroad, the interests of the Work or of the Railroad may
require; and if any such stoppage, changes or alterations should diminish the
quantity of the Work, they shall not constitute a claim for damages for
anticipated profits on the Work so dispensed with. Any increase in the amount of
Work that may result from such changes, shall be paid for at the same rates as
similar work is herein contracted to be paid for; and, if such work is not
similar to that herein contracted for, the Contractor shall submit information
concerning the nature of the same to the Railroad before such work is commenced,
and provided the Railroad agrees that the work is dissimilar, it shall be
classified as “Extra Work” and paid for at prices to be agreed upon between the
Railroad and the Contractor prior to the commencement of the same; but, if the
Contractor and the Railroad are unable to agree upon a price for such Extra
Work, the Railroad may enter into a contract with any other party or parties for
its execution or may itself perform any and all such Extra Work without any
liability or obligation to Contractor with respect to such work.




8


Section
16.           CONTRACTOR’S
BOOKS AND RECORDS - AUDITING.




A.           The
Contractor agrees that it will maintain comprehensive records of its employees,
its equipment and the Work performed under this Agreement. The Contractor will
keep these records available for inspection by the Railroad’s auditors or its
authorized representatives for a period of three (3) years following completion
of the Work or expiration or termination howsoever of this
Agreement.




B.           At
any time during the three year period, during which the records are maintained
by the Contractor, the Railroad or its authorized representatives shall have the
right to audit the Contractor’s records to determine the accuracy of bills
submitted by the Contractor under the Compensation section hereof. The
Contractor agrees to reimburse the Railroad for amounts billed to the Railroad
that are not supported by the records maintained by the Contractor.




Section
17.           INTERFERENCE
WITH RAILROAD TRAFFIC.




The
Contractor shall conduct its operations so as not to interfere with the
continuous and uninterrupted use and operation of the railroad tracks and
property of the Railroad. Operations of the Railroad and work performed by
Railroad personnel are expected by the Contractor and, though they may delay the
Contractor’s work, shall not be the basis for claims by the Contractor for
additional compensation under this Agreement.





Section
18.           ASSIGNMENT
- SUBCONTRACTING.




A.           The
Contractor shall not assign or subcontract this Agreement, or any interest
therein, without the written consent of the Railroad and any attempt to so
assign or subcontract without the written consent of the Railroad shall be void.
If the Railroad gives the Contractor permission to subcontract all or any
portion of the Work, the Contractor is and shall remain responsible for all work
of subcontractors and all work of subcontractors shall be governed by the terms
of this Agreement.





B.           The
Contractor agrees to comply with the provisions of 29 CFR, Part 470, if
applicable.




Section
19.           MODIFICATION
- WAIVER OF DEFAULT - ENTIRE AGREEMENT.




No
waiver, modification or amendment of this Agreement shall be of any force or
effect unless made in writing, signed by the Contractor and the Railroad and
specifying with particularity the nature and extent of such waiver, modification
or amendment. Any waiver by the Railroad of any default by Contractor shall not
affect or impair any right arising from any subsequent default. This Agreement
and the attachments attached hereto and made a part hereof constitute the entire
understanding between Contractor and the Railroad and cancel and supersede any
prior negotiations, understandings or Agreements (including any master agreement
for similar services, if applicable), whether written or oral, with respect to
the Work or any part thereof. The terms and conditions of this Agreement are not
subject to any previous agreements between the parties, including any master
agreements for similar services provided by Contractor. The parties agree that
the terms of this Agreement shall govern.


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Section
20.           CONTRACTOR
ACCOUNTING RECORDS.




A.           PAYROLL
RECORDS.




Contractor’s
payroll records shall comply with the U.S. Department of Labor -- Fair Labor
Standards Act (FLSA) and other requirements of the Railroad set forth in this
Agreement. Contractor shall maintain the following payroll records for any
employees performing any of the Work under this Agreement:




1)
            Employee’s
      full name and social security
number


2)
            Address,
      including zip code


3)
            Birth
      date, if younger than 19


4)
            Occupation


5)
            Time
      and day of week when employee’s work week
begins


6)
            Hours
      worked each day


7)
            Total
      hours worked each workweek


8)
            Basis
      on which employee’s wages are paid (e.g. “$6 an hour”, “$220 a week,” or
      “piecework”)


9)
            Regular
      hourly pay rate


10)
            Total
      daily or weekly straight-time
earnings


11)
            Total
      overtime earnings for the workweek


12)
            All
      additions to or deductions from the employee’s
  wages


13)
            Total
      wages paid each pay period


14)
            Date
      of payment and the pay period covered by the
  payment


15)
            Other
      client(s) for whom employee performed work during any pay period where
      employee worked for the Railroad hereunder, the location of such work and
      time spent performing such work


16)
            The
      job location(s) where employee performed work
  hereunder


17)
            The
      equipment operated by the employee


18)
            Payroll
      accounting registers


19)
            Forms
      W4, W-2, 1099


20)
            Canceled
      payroll checks





B.      
     EMPLOYEE TIMESHEETS.




The
Contractor shall maintain daily employee timesheets for BOTH hourly and salaried
employees (including owners and officers who perform any part of the Work
hereunder, which identify items a), f), o), p), and q above). The same
requirement applies to contracted labor.




C.          
 SUBCONTRACTOR/VENDOR AND EQUIPMENT LIST.




The
following records or documentation will be required for subcontracted work,
materials provided, and equipment owned, rented or leased:




SUBCONTRACTOR/VENDOR.




1.
            Copy
      of subcontractor or vendor invoice(s) indicating client
    served




2.
            Accounting
      records, including canceled checks




EQUIPMENT
LIST.




1.
            Owned
      equipment




2.
            Rented
      and/or leased equipment




Section
21.            SPECIAL
PROVISIONS.




All
disposal facilities used by the Contractor for disposal of Railroad materials
shall be pre-approved by a representative of the Railroad’s Environmental
Management Group.




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Section
22.            NONDISCLOSURE
OF INFORMATION.




Unless
specifically authorized in writing by the Railroad, the Contractor will hold
confidential and not disclose to any party, any technical or other material,
information or data which may become known to the Contractor by reason of its
performance of the Work under this Agreement, except for such information that
is publicly disclosed by the Railroad. Upon the expiration or termination of
this Agreement, the Contractor will promptly return to the Railroad any and all
material, information or data, including software, deemed confidential by
the Railroad. The provisions of this Section shall survive termination or
expiration of this Agreement and shall last indefinitely unless rescinded in
writing by the Railroad. Unless directed by court order, neither the Contractor
nor its agents or employees will act as an expert witness or consultant or
otherwise assist, aid or render services in any way for any attorney,
consultant, expert or party associated with litigation against the Railroad as
it pertains to the Work provided under this Agreement, whether such services are
rendered gratuitously or for compensation.





Section
23.            CONTROLLED
ACCESS POLICY





Railroad
and Contractor have a mutual interest in providing a safe workplace for the
existing employees of both parties and in maintaining the integrity and security
of the cargo entrusted to them. To help insure this goal, Railroad has
instituted a Controlled Access Policy. All persons seeking admission to Railroad
property will apply (the “Applicants”) for admission to the property. Contractor
will conduct background investigations of Applicants prior to their admission to
the property.




Prior to any new or existing
employee of the Contractor working at or regularly, visiting any
Railroad facility, Contractor
shall register with the approved risk assessment company.





A.           Contractors
must register with the Railroad’s approved risk assessment company.





B.           Contractors
must then present and secure Background Check Consent Forms from each of their
employees who are, in the course of their ditties, providing services to the
Railroad.





C.           Any
of contractor’s employees who refuses to provide consent to a background check
will not be allowed to provide services to the Railroad.





D.           Contractors
will then submit SSN’s of the individuals they employ who will require a photo
identification badge (the “Identification Badge”) to the Railroad’s approved
risk assessment company via the website.




E.           Contract
employees (“Contractees”) will then submit a photo of themselves and complete
the program testing on-line via the Railroad’s approved risk assessment
company’s website.




F.           The
program testing requires “Security Awareness” and when applicable to the type of
service being provided, an “Engineering Safety Training Orientation and Test”, a
“Mechanical Safety Training Orientation and Test”, and an “Automobile
Load/Unload Contractor Safety Orientation Course”.




G.           After
the Contractee satisfactorily completes the examination, a background
investigation is automatically triggered.




H.           The
Railroad’s approved risk assessment company program will then score the
investigation to validate whether an individual meets all the criteria for the
Railroad.




I.           When
a satisfactory score is rendered, the Railroad’s approved risk assessment
company will automatically print an Identification Badge authorizing access to
Railroad property and mail the Identification Badge to the Contractor’s business
address for distribution to the Contractee.


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J.           The
Contractee is responsible for wearing that badge and carrying another form of
government issued ID at all times when on railroad property.




K.           All
communication regarding Contractor’s employees should be addressed
to:




Bill
Chandler


Union
Pacific Railroad Company - Safety Department


137 West
200 North


Hyde
Park, UT 84318


Phone
(435)563-8253   Fax (435)563-8295


E-mail:
WLCHANDL@up.com





L.           The
Contractor shall be responsible for managing and recovering the Identification
Badge from their employees who resign, retire or are terminated.





M.           Railroad
shall have the right to rejectany candidate to the
extent permitted by all applicable law.





N.           To
the extent that any portion of these requirements violate a law, ordinance,
statute, or regulation that portion shall be ignored and applicant shall comply
with all remaining portions of the application process.





It is
expected that the Contractor will be primarily responsible for enforcement of
this program, however, both the Railroad and the Federal Railroad Administration
will be auditing for compliance. Should any Contractor be found out of
compliance, any and all fines or penalties incurred will be the sole obligation
of the Contractor.




Section
24.           ARBITRATION





In
the event of a disagreement between the parties as to the interpretation or
implementation of this Agreement, Railroad and Contractor shall follow the
procedures set forth below:





A.           Either
party may initiate arbitration of an unresolved dispute by providing theother party written
notice that specifically identifies the question(s) to be submitted for
arbitration.





B.           Arbitration
shall be governed by the rules of the American Arbitration Association applying
to commercial disputes but such arbitration shall not occur under the auspices
of the American Arbitration Association.





C.           Venue
for the arbitration shall be in Omaha, Nebraska. Railroad and Contractor shall
confer in an effort to agree on a former federal judge or magistrate judge as an
arbitrator (the “Arbitrator”). If the parties are unable to agree on the
Arbitrator, either or both parties may request that the Arbitrator is selected
by the Chief Judge of the United States District Court for the District of
Nebraska.





D.           Railroad
and Contractor shall follow such rules of discovery as are set by the
Arbitrator. The Arbitrator may issue the arbitration decision, which shall be in
writing and delivered to both parties. The Arbitrator is empowered to award
injunctive relief or other equitable relief, damages, or such other remedies as
the Arbitrator concludes are Just and equitable, provided that a court could
have provided such a remedy, and further provided that the remedy does not
impact/affect the Railroad’s operations. The arbitration decision shall be
conclusively binding on the parties. Payment of damages or awards pursuant to
the arbitration decision shall be made within thirty (30) days. The parties may
enforce arbitration decisions in an appropriate court.





E.           Unless
otherwise directed by Railroad, Contractor shall continue performance under this
Agreement during any arbitration.


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F.           The
parties shall each bear their own attorney fees and other costs or arbitration
unless the Arbitrator concludes that either party has been dilatory or otherwise
not participated in the arbitration procedure in good faith, in which case
attorney fees and costs may be awarded against such party.




G.           Railroad
and Contractor agree to keep as confidential and not to disclose to any person
not a party to this Agreement any settlement made by or between the parties or
any decision or findings made by the Arbitrator, unless required to disclose
such decisions and findings by a court of competent jurisdiction or otherwise by
law. Railroad and Contractor further agree to jointly seek a protective order
against any person not a party to this Agreement from attempting or seeking to
discover any settlement reached or decisions or findings made apportioning fault
or liability between the parties hereunder. The parties intend that this
Arbitration procedure shall be conducted so as to assure that no third person in
any other proceeding will be able to assert that either party herein has made an
admission of fault or negligence or is collaterally estopped to deny such fault
or negligence. Railroad and Contractor agree to cooperate in the defense of any
lawsuit brought against either or both of them by a third party (including
employees).




IN
WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as
of the date first herein written.





UNION
      PACIFIC RAILROAD COMPANY
                              WOOD
      ENERGY GROUP INC.By:
                              /s/Charles R. Glecker
                              
                              By:
                              /s/Greg SmithGeneral
      Director - Contract Services
                              Title:
      President




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