IN THE UNITED STATES DISTRICT COURT
                           FOR THE DISTRICT OF ALASKA

-----------------------------------
                                   )
UNITED STATES OF AMERICA,          )
                                   )
                                   )
                  Plaintiff,       )
                                   )        CIVIL ACTION NO.
                  v.               )        A91-0589-CV (JWS)
                                   )
ALASKA RAILROAD CORPORATION,       )
CHUGACH ELECTRIC ASSOCIATION, INC.,)
WESTINGHOUSE ELECTRIC CORPORATION, )
SEARS, ROEBUCK AND COMPANY,        )
MONTGOMERY WARD AND COMPANY, INC.  )
J.C. PENNEY COMPANY, INC., AND     )
BRIDGESTONE/FIRESTONE, INC.,       )
                                   )
                  Defendants.      )
-----------------------------------)


         CERCLA REMEDIAL DESIGN AND REMEDIAL ACTION CONSENT DECREE


CONSENT DECREE FOR REMEDIAL DESIGN AND
REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 1

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                                TABLE OF CONTENTS
                                                                     Page

I.                BACKGROUND. . . . . . . . . . . . . . . . . . . . .   3
II.               JURISDICTION. . . . . . . . . . . . . . . . . . . .   7
III.              PARTIES BOUND . . . . . . . . . . . . . . . . . . .   8
IV.               DEFINITIONS . . . . . . . . . . . . . . . . . . . .   9
V.                GENERAL PROVISIONS. . . . . . . . . . . . . . . . .  16
VI.               PERFORMANCE OF THE WORK BY SETTLING DEFENDANTS. . .  18
VII.              REMEDY REVIEW . . . . . . . . . . . . . . . . . . .  31
VIII.             QUALITY ASSURANCE, SAMPLING, AND DATA ANALYSIS. . .  33
IX.               ACCESS AND INSTITUTIONAL CONTROLS . . . . . . . . .  35
X.                REPORTING REQUIREMENTS. . . . . . . . . . . . . . .  42
XI.               EPA APPROVAL OF PLANS AND OTHER SUBMISSIONS . . . .  45
XII.              PROJECT COORDINATORS. . . . . . . . . . . . . . . .  48
XIII.             ASSURANCE OF ABILITY TO COMPLETE WORK . . . . . . .  50
XIV.              CERTIFICATION OF COMPLETION . . . . . . . . . . . .  52
XV.               EMERGENCY RESPONSE. . . . . . . . . . . . . . . . .  54
XVI.              REIMBURSEMENT OF RESPONSE COSTS . . . . . . . . . .  56
XVII.             INDEMNIFICATION AND INSURANCE . . . . . . . . . . .  60
XVIII.            FORCE MAJEURE . . . . . . . . . . . . . . . . . . .  64
XIX.              DISPUTE RESOLUTION. . . . . . . . . . . . . . . . .  67
XX.               STIPULATED PENALTIES. . . . . . . . . . . . . . . .  73
XXI.              COVENANTS NOT TO SUE BY PLAINTIFF . . . . . . . . .  81
XII.              COVENANTS BY SETTLING DEFENDANTS AND
                  OWNER SETTLING DEFENDANT. . . . . . . . . . . . . .  87
XXIII.            EFFECT OF SETTLEMENT; CONTRIBUTION PROTECTION . . .  89
XXIV.             ACCESS TO INFORMATION . . . . . . . . . . . . . . .  91
XXV.              RETENTION OF RECORDS. . . . . . . . . . . . . . . .  93
XXVI.             NOTICES AND SUBMISSIONS . . . . . . . . . . . . . .  94
XXVII.            EFFECTIVE DATE. . . . . . . . . . . . . . . . . . .  96
XXVIII.           RETENTION OF JURISDICTION . . . . . . . . . . . . .  96
XXIX.             APPENDICES. . . . . . . . . . . . . . . . . . . . .  96
XXX.              COMMUNITY RELATIONS . . . . . . . . . . . . . . . .  97
XXXI.             MODIFICATION. . . . . . . . . . . . . . . . . . . .  97
XXXII.            LODGING AND OPPORTUNITY FOR PUBLIC COMMENT. . . . .  98
XXXIII.           SIGNATORIES/SERVICE . . . . . . . . . . . . . . . .  99


CONSENT DECREE FOR REMEDIAL DESIGN AND
REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 2

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                                  I. BACKGROUND
                  A. The United States of America ("United  States"),  on behalf
of the  Administrator  of the  United  States  Environmental  Protection  Agency
("EPA"),  filed a complaint  in this  matter on  December  6, 1991,  pursuant to
Sections  104,  107,  and  113  of  the  Comprehensive  Environmental  Response,
Compensation, and Liability
Act ("CERCLA"), 42 U.S.C. ss.ss. 9604, 9607, 9613.
                  B.  Simultaneously  with the lodging of this  CERCLA  Remedial
Design and Remedial Action Consent Decree ("Consent Decree"),  the United States
has filed an amended complaint in this matter pursuant to Sections 106, 107, and
113 of CERCLA, 42 U.S.C. ss.ss. 9606, 9607, and 9613.
                  C. The United  States in its amended  complaint  seeks,  inter
alia: (1)  reimbursement  of costs incurred by EPA and the Department of Justice
for response  actions at the Standard  Steel and Metals  Salvage Yard  Superfund
Site ("Site") in the  Municipality of Anchorage,  Alaska,  together with accrued
interest,  if any; and (2)  performance  of studies and response  actions by the
defendants at the Site consistent with the National Oil and Hazardous  Substance
Pollution Contingency Plan, 40 C.F.R. Part 300 (as amended) ("NCP").
                  D. In  accordance  with the NCP and  Section  121(f)(1)(F)  of
CERCLA,  42 U.S.C.  ss.  9621(f)(1)(F),  EPA  notified  the State of Alaska (the
"State") on November  6, 1996,  of  negotiations  with  potentially  responsible
parties regarding the  implementation of the remedial design and remedial action
for the

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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 3

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Site,  and EPA has provided the State with an opportunity to participate in such
negotiations and be a party to this Consent Decree.
                  E. In accordance with Section  122(j)(1) of CERCLA,  42 U.S.C.
ss.  9622(j)(1),  EPA  notified  the U.S.  Department  of the  Interior  and the
National  Oceanic and  Atmospheric  Administration  on November 6, 1996, and the
Alaska  Department  of  Environmental  Conservation  on November  13,  1996,  of
negotiations  with  potentially  responsible  parties  regarding  the release of
hazardous  substances that may have resulted in injury to the natural  resources
under Federal and State trusteeship,  and encouraged the trustees to participate
in the negotiation of this Consent Decree.
                  F. The  defendants  that have entered into this Consent Decree
("Settling  Defendants and Owner Settling Defendant") do not admit any liability
to the Plaintiff  arising out of the transactions or occurrences  alleged in the
amended  complaint,  nor do they  acknowledge  that the  release  or  threatened
release of hazardous  substances at or from the Site  constitutes an imminent or
substantial endangerment to the public health or welfare or the environment.
                  G. Pursuant to Section 105 of CERCLA,  42 U.S.C. ss. 9605, EPA
placed the Site on the National Priorities List ("NPL"),  set forth at 40 C.F.R.
Part 300, Appendix B, by publication in the Federal Register on August 30, 1990,
55 Fed.
Reg. 35502.

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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 4

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                  H. In  response  to a  release  or a  substantial  threat of a
release of a hazardous substance at or from the Site, Defendant Chugach Electric
Association,  Inc.  performed a Remedial  Investigation  and  Feasibility  Study
("RI/FS") for the Site pursuant to 40 C.F.R. ss. 300.430 under an Administrative
Order on Consent, Docket Nos. 1091-07-02-107 and 1091-07-01-120, dated September
25, 1992, as amended on July 6 and October 24, 1994, and by the Partial  Consent
Decree, entered by the Court on December 11, 1996 ("AOC").
                  I.  Pursuant  to the AOC,  Defendant  Chugach  Electric  
Association, Inc. completed a Remedial Investigation ("RI") Report in August of 
1994,  and a Feasibility Study ("FS") Report in January of 1996.
                  J. Some of the Defendants alleged, in response to the original
complaint,  that certain federal  agencies and  instrumentalities  are among the
classes of persons identified in Section 107(a) of CERCLA as liable for response
costs   incurred  with  respect  to  the  Site.   These  federal   agencies  and
instrumentalities (the "Federal PRPs") reimbursed to Chugach 75% of the costs of
performing  the RI/FS.  In  addition,  pursuant to the Partial  Consent  Decree,
defined at Section IV,  Paragraph N. below,  the Federal  PRPs are  obligated to
fund 61.50% of all Future  Costs,  as defined in  Paragraph  3.n. of the Partial
Consent  Decree,  which  includes the costs of  performing  the Work (defined in
Paragraph 4 below) and other costs.

CONSENT DECREE FOR REMEDIAL DESIGN AND
REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 5

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                  K. Pursuant to Section 117 of CERCLA,  42 U.S.C. ss. 9617, EPA
published  notice  of the  completion  of the FS and of the  proposed  plan  for
remedial  action  on March 18,  1996,  in a major  local  newspaper  of  general
circulation.  EPA provided an opportunity for written and oral comments from the
public on the proposed plan for remedial action. A copy of the transcript of the
public meeting is available to the public as part of the  administrative  record
upon  which the  Regional  Administrator  based the  selection  of the  response
action.
                  L.  The  decision  by  EPA  on  the  remedial   action  to  be
implemented  at the Site is  embodied  in a final  Record of  Decision  ("ROD"),
executed on July 16, 1996, on which the State has given its concurrence. The ROD
includes EPA's  explanation  for any significant  differences  between the final
plan and the  proposed  plan as well as a  responsiveness  summary to the public
comments.  Notice of the final plan was  published  in  accordance  with Section
117(b) of CERCLA, 42 U.S.C. ss. 9617(b).
                  M. Based on the  information  presently  available to EPA, EPA
believes that the Work and Institutional Controls (defined in Paragraph 4 below)
will be properly and promptly  conducted  by the Settling  Defendants  and Owner
Settling  Defendant,  if conducted in accordance  with the  requirements of this
Consent Decree and its appendices.
                  N.  Solely for the  purposes of Section  113(j) of CERCLA,  42
U.S.C.  ss. 9613(j),  the Remedial Action selected by the ROD and the Work to be
performed by the Settling Defendants and

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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 6

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the Institutional  Controls to be implemented by Owner Settling  Defendant shall
constitute response actions taken or ordered by the President.
                  O. The  Parties  recognize,  and the  Court by  entering  this
Consent  Decree  finds,  that this  Consent  Decree has been  negotiated  by the
Parties in good faith and  implementation  of this Consent  Decree will expedite
the  cleanup of the Site and will avoid  prolonged  and  complicated  litigation
between the Parties,  and that this Consent Decree is fair,  reasonable,  and in
the public interest.
         NOW, THEREFORE, it is hereby Ordered, Adjudged, and Decreed:
                                II. JURISDICTION
                  1. This Court has jurisdiction over the subject matter of this
action pursuant to 28 U.S.C.  ss.ss. 1331 and 1345, and 42 U.S.C.  ss.ss.  9606,
9607, and 9613(b).  This Court also has personal  jurisdiction over the Settling
Defendants and Owner Settling Defendant. Solely for the purposes of this Consent
Decree and the  underlying  amended  complaint,  Settling  Defendants  and Owner
Settling  Defendant  waive all  objections  and  defenses  that they may have to
jurisdiction  of the Court or to venue in this  District.  The Parties shall not
challenge the terms of this Consent Decree or this Court's jurisdiction to enter
and enforce this Consent Decree.


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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 7

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                               III. PARTIES BOUND
                  2. This  Consent  Decree  applies to and is  binding  upon the
Parties and their agents,  successors,  and assigns.  Any change in ownership or
corporate status of a Settling Defendant or Owner Settling Defendant, including,
but not limited to, any transfer of assets or real or personal  property,  shall
in no  way  alter  such  Settling  Defendant's  or  Owner  Settling  Defendant's
responsibilities under this Consent Decree.
                  3.  Settling  Defendants  shall provide a copy of this Consent
Decree to each  contractor  hired to perform the Work (as defined in Paragraph 4
below)  required  by this  Consent  Decree and to each person  representing  any
Settling Defendant with respect to the Site or the Work, and shall condition all
contracts entered into hereunder upon performance of the Work in conformity with
the terms of this Consent Decree. If Owner Settling Defendant hires a contractor
or outside  party to  perform  Institutional  Controls,  it shall  provide  such
contractor  or  outside  party  with a copy of this  Consent  Decree  and  shall
condition  all  contracts   entered  into  hereunder  upon  performance  of  the
Institutional  Controls in  conformity  with the terms of this  Consent  Decree.
Settling  Defendants  and, if  applicable,  Owner  Settling  Defendant  or their
contractors   shall  provide  written  notice  of  the  Consent  Decree  to  all
subcontractors  hired  to  perform  any  portion  of the  Work or  Institutional
Controls  required  by  this  Consent  Decree.   Settling   Defendants  and,  if
applicable, Owner Settling Defendant shall nonetheless be

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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 8

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responsible for ensuring that their contractors and  subcontractors  perform the
Work or  Institutional  Controls  contemplated  herein in  accordance  with this
Consent  Decree.  With  regard to the  activities  undertaken  pursuant  to this
Consent Decree,  each contractor and subcontractor  hired by Settling Defendants
or Owner Settling Defendant shall be deemed to be in a contractual  relationship
with the Settling Defendants or Owner Settling Defendant,  respectively,  within
the meaning of Section 107(b)(3) of CERCLA, 42 U.S.C. ss. 9607(b)(3).
                                 IV. DEFINITIONS
                  4. Unless otherwise  expressly provided herein,  terms used in
this Consent  Decree which are defined in CERCLA or in  regulations  promulgated
under  CERCLA  shall  have the  meaning  assigned  to them in  CERCLA or in such
regulations.  Whenever  terms listed below are used in this Consent Decree or in
the  appendices  attached  hereto  and  incorporated  hereunder,  the  following
definitions shall apply:
                  A.       "ADEC" shall mean the Alaska Department of
Environmental Conservation and any successor departments or
agencies of the State;
                  B.       "CERCLA" shall mean the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. ss.ss. 9601 et seq.;
                  C.       "Consent Decree" or "Decree" shall mean this
CERCLA Remedial Design and Remedial Action Consent Decree and all

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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 9

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appendices attached hereto (listed in Section XXIX).  In the
event of conflict between this Decree and any appendix, this
Decree shall control;
                  D. "Day" shall mean a calendar day unless  expressly stated to
be a working day. "Working day" shall mean a day other than a Saturday,  Sunday,
or Federal  holiday.  In computing any period of time under this Consent Decree,
where the last day would fall on a Saturday,  Sunday,  or Federal  holiday,  the
period shall run until the close of business of the next working day;
                  E.       "EPA" shall mean the United States Environmental
Protection Agency and any successor departments or agencies of
the United States;
                  F. "Federal PRPs" shall mean the Department of  Transportation
(including  the Federal  Railroad  Administration),  the  Department  of Defense
(including the Defense Logistics Agency, the Defense Reutilization and Marketing
Service, and the Army & Air Force Exchange Service), and any successor agencies,
departments or instrumentalities of the United States.
                  G. "Future  Response  Costs" shall mean all costs,  including,
but not limited to, direct and indirect costs, that the United States (excluding
for this purpose,  the Federal  PRPs) incurs in reviewing or  developing  plans,
reports and other items pursuant to this Consent Decree,  verifying the Work and
all Institutional Controls, or otherwise implementing,  overseeing, or enforcing
this Consent Decree,  including,  but not limited to, payroll costs,  contractor
costs, travel costs, laboratory costs,

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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 10

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the costs incurred pursuant to Sections VII, IX (including,  but not limited to,
the cost of attorney  time and any monies paid to secure access and/or to secure
or implement Institutional Controls,  including,  but not limited to, the amount
of  just  compensation),  XV,  XI,  and  Paragraph  84  of  Section  XXI,  minus
$53,665.18.  Future  Response  Costs shall  include all interim  response  costs
pursuant  to 42 U.S.C.  ss.  9607(a)  paid or  incurred  but not yet paid by the
United States in connection  with the Site as follows:  (1) for EPA, on or after
July 16,  1996,  and prior to the  Effective  Date of this  Consent  Decree,  as
defined in Section XXVII below,  and incurred for site ID 102P;  and (2) for the
U.S. Department of Justice, Environmental Enforcement Section of the Environment
and Natural Resources  Division,  incurred after December 11, 1996, and prior to
the Effective  Date of this Consent  Decree,  as defined in Section XXVII below,
and billed to DOJ File No. 90-11-3-810;
                  H.  "Institutional  Controls"  shall  mean  land and water use
restrictions and access restrictions  identified in the ROD, including,  but not
limited to,  restrictions  in the form of  contractual  agreements,  restrictive
covenants that run with the land, and governmental controls.
                  I.  "Interest"  shall mean interest at the rate  specified for
interest on investments of the Hazardous Substance  Superfund  established under
Subchapter A of Chapter 98 of Title 26 of the U.S. Code, compounded on October 1
of each year, in accordance with 42 U.S.C. ss. 9607(a);

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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 11

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                  J.  "National Contingency Plan" or "NCP" shall mean the 
National Oil and Hazardous Substances Pollution Contingency Plan promulgated 
pursuant to Section 105 of CERCLA, 42 U.S.C. ss. 9605, codified at 40 C.F.R.
Part 300, and any amendments thereto;
                  K.  "Operation  and  Maintenance"  or  "O&M"  shall  mean  all
activities  required to maintain the  effectiveness  of the  Remedial  Action as
provided  in the ROD and  required  under the  Operation  and  Maintenance  Plan
approved or developed by EPA pursuant to this Consent  Decree and the  Statement
of Work (SOW);
                  L.       "Owner Settling Defendant" shall mean the Alaska
Railroad Corporation, and any successor agency, department, or
corporation;
                  M.       "Paragraph" shall mean a portion of this Consent
Decree identified by an arabic numeral or an upper case letter;
                  N. "Partial  Consent  Decree"  shall mean the Partial  Consent
Decree lodged in this Civil Action No. A91-0589-CV (JWS) on October 9, 1996, and
entered on  December  11,  1996,  and in which  Settling  Defendants,  Defendant
Montgomery Ward and Company,  Inc.,  Owner Settling  Defendant,  and the Federal
PRPs agreed,  among other  things,  to: (1) reimburse the United States for Past
Costs, DOJ Enforcement Costs, and Oversight Costs, as those terms are defined in
the Partial  Consent  Decree;  and (2) in which the  Federal  PRPs and the Owner
Settling  Defendant  collectively  agreed to fund  sixty-four  percent  (64%) of
Future Costs as that term is defined in the Partial Consent Decree;

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AND METALS SALVAGE YARD SUPERFUND SITE - Page 12

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                  O.       "Parties" shall mean the United States, the
Settling Defendants, and Owner Settling Defendant;
                  P.       "Performance Standards" shall mean the cleanup
standards and other measures of achievement of the goals of the
Remedial Action, set forth in Section 9.0 of the ROD and Sections
2.0 and 3.0 of the SOW;
                  Q.       "Plaintiff" shall mean the United States;
                  R.       "RCRA" shall mean the Solid Waste Disposal Act, as
amended, 42 U.S.C. ss.ss. 6901 et seq. (also known as the Resource
Conservation and Recovery Act);
                  S.  "Record of Decision" or "ROD" shall mean the EPA Record of
Decision  relating  to the  Site  signed  on  July  16,  1996,  by the  Regional
Administrator,  EPA Region 10, and all attachments  thereto. The ROD is attached
as Appendix A;
                  T. "Remedial  Action" shall mean those  activities,  including
implementation of access and Institutional Controls, but excluding Operation and
Maintenance,  to be undertaken  by the Settling  Defendants  and Owner  Settling
Defendant  pursuant to this Consent  Decree to implement  the ROD, in accordance
with the SOW and the final  Remedial  Design and Remedial  Action Work Plans and
other plans approved by EPA under this Consent Decree;
                  U.  "Remedial  Action  Work  Plan"  shall  mean  the  document
developed  pursuant to Paragraph 12 of this Consent  Decree and approved by EPA,
and any amendments thereto;
                  V.       "Remedial Design" shall mean those activities to
be undertaken by the Settling Defendants to develop the final

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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 13

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plans and specifications for the Remedial Action pursuant to the
Remedial Design Work Plan;
                  W.       "Remedial Design Work Plan" shall mean the
document developed pursuant to Paragraph 11 of this Consent
Decree and approved by EPA, and any amendments thereto;
                  X.       "Section" shall mean a portion of this Consent
Decree identified by a Roman numeral;
                  Y.       "Settling Defendants" shall mean Chugach Electric
Association, Inc., Westinghouse Electric Corporation, Sears,
Roebuck and Company, J.C. Penney Company, Inc., and
Bridgestone/Firestone, Inc.;
                  Z. "Site"  shall mean the  Standard  Steel and Metals  Salvage
Yard Superfund Site,  located at 2400 Railroad  Avenue,  in the  Municipality of
Anchorage,  Alaska,  and more  specifically  described in the legal  description
attached  as  Appendix  C, which may be  amended  after the  remedial  action is
constructed. The Site is also depicted generally on the map attached as Appendix
D;
                  aa.      "State" shall mean the State of Alaska;
                  bb.      "Statement of Work" or "SOW" shall mean the
statement of work for  implementation  of the Remedial Design,  Remedial Action,
and  Operation and  Maintenance  at the Site, as set forth in Appendix B to this
Consent Decree, and any modifications of it made in accordance with this Consent
Decree;
                  cc.      "Supervising Contractor" shall mean the principal
contractor retained by the Settling Defendants to supervise and
direct the implementation of the Work under this Consent Decree;

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AND METALS SALVAGE YARD SUPERFUND SITE - Page 14

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                  dd.   "Supplemental   Institutional   Controls"   shall   mean
institutional  controls,  other than those  required  pursuant  to this  Consent
Decree and identified in the ROD, that are developed,  requested, or approved by
EPA for one or more of the following  purposes:  (1) to ensure  non-interference
with the  performance,  operation and maintenance of any response  actions at or
pertaining to the Site, other than the remedy selected in the ROD; (2) to ensure
the integrity and  effectiveness of any response actions at or pertaining to the
Site, other than the remedy selected in the ROD; and (3) to otherwise ensure the
protection of public health,  welfare,  or the  environment at and in connection
with the Site.
                  ee.      "United States" shall mean the United States of
America;
                  ff.      "Waste Material" shall mean (1) any "hazardous
substance" under Section 101(14) of CERCLA, 42 U.S.C. ss. 9601(14);
(2) any pollutant or contaminant under Section 101(33) of CERCLA,
42 U.S.C. ss. 9601(33); or (3) any "solid waste" under Section
1004(27) of RCRA, 42 U.S.C. ss. 6903(27); and
                  gg. "Work" shall mean all activities  Settling  Defendants are
required to perform under this Consent Decree,  except those required by Section
XXV (Retention of Records).  Work shall not mean the Institutional Controls that
Owner  Settling  Defendant  is  agreeing to perform  and  implement  pursuant to
Section IX. of this Consent Decree.


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REMEDIAL ACTION FOR THE STANDARD STEEL
AND METALS SALVAGE YARD SUPERFUND SITE - Page 15

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                              V. GENERAL PROVISIONS

                  5. Objectives of the Parties 

     The objectives of the Parties in entering into this Consent Decree are: (1)
to  protect  public  health or  welfare  or the  environment  at the Site by the
performance  of the  Remedial  Design  and  Remedial  Action at the Site and the
performance of O&M at the Site; (2) the  reimbursement  of Future Response Costs
of the  Plaintiff;  and (3) the  resolution  of the claims of Plaintiff  against
Settling  Defendants  and Owner  Settling  Defendant as provided in this Consent
Decree.
                  6.       Commitments by Settling Defendants and Owner
Settling Defendant.
                  a.  Settling  Defendants  shall perform the Work in accordance
with this Consent Decree,  the ROD, the SOW, and all Work Plans and other plans,
standards,  specifications,  and  schedules  set forth  herein or  developed  by
Settling  Defendants  and  approved  by EPA  pursuant  to this  Consent  Decree.
Settling  Defendants  shall also reimburse the United States for Future Response
Costs as provided in this Consent Decree.
                  b. The obligations of Settling  Defendants to perform the Work
under this Consent Decree are joint and several.  In the event of the insolvency
or  other  failure  of any one or more  Settling  Defendants  to  implement  the
requirements of this Consent Decree,  the remaining  Settling  Defendants  shall
complete  all such  requirements  (without  waiving  any rights  such  remaining
Settling Defendants may have against the defaulting Settling Defendant or

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its  successors  or assigns).  Nonpayment  by any person,  including the Federal
PRPs, shall not be a defense to  nonperformance of any provision of this Consent
Decree that  Settling  Defendants  or Owner  Settling  Defendant are required to
perform.
                  c.  Owner  Settling   Defendant   shall  finance  and  perform
Institutional   Controls,   including   title  notices,   site  use  and  access
restrictions,  that are  contained in Section IX of this Consent  Decree and are
required by the ROD and SOW.
                  7.       Compliance With Applicable Law
                  All activities  undertaken by Settling  Defendants pursuant to
this Consent Decree shall be performed in accordance  with the  requirements  of
all applicable federal and state laws and regulations.  Settling Defendants also
must comply with all applicable or relevant and appropriate  requirements of all
Federal and state  environmental  laws as set forth in the ROD and the SOW.  The
activities  conducted pursuant to this Consent Decree, if approved by EPA, shall
be considered to be consistent with the NCP.
                  8.       Permits
                  a. As  provided  in Section  121(e) of CERCLA,  42 U.S.C.  ss.
9621(e),  and Section 300.400(e) of the NCP, no permit shall be required for any
portion of the Work conducted entirely on-Site (i.e., within the areal extent of
contamination or in very close proximity to the  contamination and necessary for
implementation  of the Work).  Where any portion of the Work that is not on-Site
requires a federal or state permit or approval, Settling

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Defendants  shall  submit  timely and complete  applications  and take all other
actions necessary to obtain all such permits or approvals.
                  b.  The  Settling   Defendants   may  seek  relief  under  the
provisions of Section XVIII (Force Majeure) of this Consent Decree for any delay
in the performance of the Work resulting from a failure to obtain, or a delay in
obtaining, any permit required for the Work.
                  c. This  Consent  Decree is not, and shall not be construed to
be, a permit issued pursuant to any federal or state statute or regulation.
                  9.  Nothing in this  Consent  Decree is  intended  to alter or
otherwise affect the provisions or terms of the Partial Consent Decree.
               VI. PERFORMANCE OF THE WORK BY SETTLING DEFENDANTS
                  10.      Selection of Supervising Contractor.
                  a.       All aspects of the Work to be performed by
Settling Defendants pursuant to Sections VI (Performance of the Work by Settling
Defendants),  VII (Remedy Review),  VIII (Quality  Assurance,  Sampling and Data
Analysis), and XV (Emergency Response) of this Consent Decree shall be under the
direction and supervision of the Supervising Contractor,  the selection of which
shall be subject to disapproval  by EPA.  Within ten (10) days after the lodging
of this Consent Decree, Settling Defendants shall notify EPA, in writing, of the
name, title, and

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qualifications of any contractor proposed to be the Supervising Contractor.  EPA
will issue a notice of disapproval  or an  authorization  to proceed.  If at any
time thereafter, Settling Defendants propose to change a Supervising Contractor,
Settling   Defendants  shall  give  such  notice  to  EPA  and  must  obtain  an
authorization  to  proceed  from  EPA  before  the  new  Supervising  Contractor
performs, directs, or supervises any Work under this Consent Decree.
                  b. If EPA disapproves a proposed Supervising  Contractor,  EPA
will notify Settling Defendants, in writing. Settling Defendants shall submit to
EPA a list of contractors, including the qualifications of each contractor, that
would  be  acceptable  to them  within  thirty  (30)  days of  receipt  of EPA's
disapproval  of the contractor  previously  proposed.  EPA will provide  written
notice  of  the  names  of  any   contractor(s)   that  it  disapproves  and  an
authorization to proceed with respect to any of the other contractors.  Settling
Defendants may select any contractor  from that list that is not disapproved and
shall notify EPA of the name of the contractor  selected within  twenty-one (21)
days of EPA's authorization to proceed.
                  c. If EPA fails to provide written notice of its authorization
to proceed  or  disapproval  as  provided  in this  Paragraph  and this  failure
prevents the Settling  Defendants  from meeting one or more  deadlines in a plan
approved by the EPA pursuant to this Consent  Decree,  Settling  Defendants  may
seek

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relief under the provisions of Section XVIII (Force Majeure)
hereof.
                  11.        Remedial Design.
                  a.  Within  sixty  (60)  days  after  EPA's   issuance  of  an
authorization  to proceed  pursuant to Paragraph 9,  Settling  Defendants  shall
submit to EPA and the State a Work Plan for the design of the Remedial Action at
the Site  ("Remedial  Design Work Plan" or "RD Work Plan").  The Remedial Design
Work Plan  shall  provide  for  design of the  remedy  set forth in the ROD,  in
accordance  with the SOW and for  achievement of the  Performance  Standards and
other  requirements  set forth in the ROD,  this Consent  Decree and/or the SOW.
Upon its approval by EPA, the  Remedial  Design Work Plan shall be  incorporated
into and become enforceable under this Consent Decree.
                  b. The  Remedial  Design  Work Plan  shall  include  plans and
schedules  for  implementation  of all  remedial  design  and  pre-design  tasks
identified  in the SOW.  The  Remedial  Design Work Plan shall  incorporate  the
approved  Design Level  Treatability  Study Work Plan and schedule  therefor and
incorporate  results  of  pre-design  treatability  studies,  both of which were
drafted and performed pursuant to the AOC, as amended.  The Remedial Design Work
Plan  shall  include,  but  not be  limited  to,  plans  and  schedules  for the
completion of: (1) a Sampling and Analysis Plan (SAP);  (2) a Quality  Assurance
Project Plan (QAPP); (3) a Field Sampling Plan (FSP); (4) a Construction Quality
Plan; (5) a conceptual design of the landfill (which is required in the ROD

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to meet  requirements  of the Toxics  Substances and Control Act, 15 U.S.C.  ss.
2601,  ("TSCA")) and future use of the facility or a process to incorporate  the
Owner  Settling  Defendant's  planned  future use of the Site; (6) a preliminary
(30%)  design  submittal;  and (7)  pre-final  (95%)  and  final  (100%)  design
submittals.  The  Remedial  Design  Work  Plan  shall  include  a  schedule  for
completion  of the Remedial  Action Work Plan.  Together  with the RD Work Plan,
Settling  Defendants  shall  submit a Health  and Safety  Plan for field  design
activities  which  conforms  to the  applicable  Occupational  Safety and Health
Administration and EPA requirements including, but not limited to, 29 C.F.R. ss.
1910.120.
                  c. Upon  approval  of the  Remedial  Design  Work Plan by EPA,
after a  reasonable  opportunity  for review and comment by the State,  Settling
Defendants   shall  implement  the  Remedial  Design  Work  Plan.  The  Settling
Defendants  shall  submit to EPA and the State all plans,  submittals  and other
deliverables required under the approved Remedial Design Work Plan in accordance
with the approved  schedule for review and approval  pursuant to Section XI (EPA
Approval of Plans and Other Submissions).  Unless otherwise directed or approved
in writing by EPA,  Settling  Defendants  shall not  commence  further  Remedial
Design  activities  at the Site prior to  approval of the  Remedial  Design Work
Plan.
                  d. The preliminary thirty percent (30%) design submittal shall
include,  at a minimum,  the following:  (1) preliminary  plans,  drawings,  and
sketches,  including  design  criteria;  (2) available  results of  treatability
studies and

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additional  field sampling;  (3) design  assumptions  and parameters,  including
design restrictions,  process performance  criteria,  appropriate unit processes
for  the  treatment  train,  design  duration  and  leachate  generation  of the
landfill;  (4) proposed cleanup and treatment  verification  methods,  including
compliance with Applicable or Relevant and Appropriate Requirements (ARARs); (5)
outline of required  specifications;  (6) proposed  siting/location of treatment
equipment/construction activity; (7) expected long-term monitoring and operation
requirements;  (8)  preliminary  construction  schedule,  including  contracting
strategy;  and  (9)  conceptual  future  use  of the  site.  Together  with  the
preliminary  (30%) design submittal,  Settling  Defendants shall submit a Health
and Safety Plan for  construction  activities  which  conforms to the applicable
Occupational  Safety and Health  Administration and EPA requirements  including,
but not limited to, 29 C.F.R. ss. 1910.120.
                  e. The  pre-final  ninety-five  percent (95%) and final design
one hundred percent (100%) submittal shall include, at a minimum, the following:
(1) a draft  Operation  and  Maintenance  Plan;  (2) a Capital and Operation and
Maintenance  Cost  Estimate that revises the FS cost  estimate;  and (3) a final
project  schedule  for  the  construction  and  implementation  of the RA  which
identifies timing for initiation and completion of all critical path tasks.



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                  12.      Remedial Action.
                  a. Within thirty (30) days after receipt of EPA's  approval of
the final  design  submittal,  Settling  Defendants  shall submit to EPA and the
State a Work  Plan  for the  performance  of the  Remedial  Action  at the  Site
("Remedial  Action Work Plan").  The Remedial Action Work Plan shall provide for
construction  and  implementation  of  the  remedy  set  forth  in the  ROD  and
achievement  of the  Performance  Standards,  in  accordance  with this  Consent
Decree, the ROD, the SOW, and the design plans and  specifications  developed in
accordance  with the  Remedial  Design Work Plan and  approved by EPA.  Upon its
approval by EPA, the Remedial  Action Work Plan shall be  incorporated  into and
become  enforceable  under this Consent Decree.  At the same time as they submit
the Remedial Action Work Plan,  Settling  Defendants shall submit to EPA and the
State a Health and Safety Plan for field  activities  required  by the  Remedial
Action Work Plan which conforms to the applicable Occupational Safety and Health
Administration and EPA requirements including, but not limited to, 29 C.F.R. ss.
1910.120.
                  b. The Remedial  Action Work Plan shall include the following:
(1) a Draft Performance  Standard  Verification  Plan; (2) a Draft  Construction
Quality  Assurance  Plan;  (3) a Draft SAP  including  the final  QAPP and final
FSP/Final H&S Plan/Final Contingency Plan; (4) Construction Management Plan; (5)
discussion  and planning of the RA work  elements,  including  rationale for the
various  tasks;  (6)  relevant  changes  in  the  RD  Work  Plan,  if  any;  (7)
identification of RA inspections, hold

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points,  and reports;  (8)  identification of protocol and coordination of field
oversight and preliminary field  inspections  where applicable;  (9) contingency
procedures;  (10) a Waste Management Plan; (11) a Project  Management Plan; (12)
Equipment   Decontamination  Plan;  (13)  performance   measurement  points  and
rationale for their selection; and (14) any other procedures relevant to the RA.
The Remedial  Action Work Plan also shall include a schedule for  implementation
of all Remedial Action tasks identified in the final design submittal.
                  c. Upon  approval  of the  Remedial  Action  Work Plan by EPA,
after a  reasonable  opportunity  for review and comment by the State,  Settling
Defendants  shall  implement the activities  required under the Remedial  Action
Work Plan in accordance with the schedule therein. The Settling Defendants shall
submit  to EPA and the  State  all  plans,  submittals,  or  other  deliverables
required  under the approved  Remedial  Action Work Plan in accordance  with the
approved  schedule for review and approval  pursuant to Section XI (EPA Approval
of Plans and Other Submissions). Unless otherwise directed by EPA or approved in
writing,  Settling  Defendants  shall  not  commence  physical  Remedial  Action
activities at the Site prior to approval of the Remedial Action Work Plan.
                  d.  Within  fifteen  (15)  days  after   Settling   Defendants
preliminarily  conclude that  construction  of the Remedial  Action is complete,
Settling  Defendants  shall  notify EPA and the State and  schedule a  Pre-Final
Construction Completion inspection with

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representatives  of  Settling  Defendants,  EPA,  and the  State.  No later than
fifteen (15) days after the Pre-Final Construction  Completion  Inspection,  the
Settling  Defendants shall submit a Pre-Final  Construction  Completion  Report,
containing the results of the Pre-Final  Construction  Completion Inspection and
complying  with  the  requirements  of the  SOW.  In the  report,  a  registered
professional   engineer  and  the  Settling   Defendants'   Project  Coordinator
(designated  pursuant to Section XII) shall state that the  Remedial  Action has
been constructed in accordance with the approved design and specifications.  The
written  report  shall  include  as-built  drawings  signed  and  stamped  by  a
registered  professional  engineer.  The  report  shall  contain  the  following
statement, signed by a responsible corporate official of a Settling Defendant or
the Settling Defendants' Project Coordinator:
         "To the best of my knowledge,  after thorough investigation,  I certify
         that the information  contained in or  accompanying  this submission is
         true,  accurate,  and  complete.  I  am  aware  there  are  significant
         penalties for submitting false  information,  including the possibility
         of fine and imprisonment for knowing violations."

After the Pre-Final Construction Completion Inspection and receipt and review of
the  Pre-Final  Construction   Completion  Report,  EPA  may  approve,   request
modifications,  or disapprove the Report pursuant to Section XI (EPA Approval of
Plans and Other Submissions), after reasonable opportunity to review and comment
by the State. If EPA determines that  construction of the Remedial Action or any
portion thereof has not been completed in

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accordance with this Consent Decree,  EPA will notify  Settling  Defendants,  in
writing,  of the  activities  that must be  undertaken  by  Settling  Defendants
pursuant to this Consent Decree to complete construction of the Remedial Action.
EPA will set forth in the notice a schedule for  performance of such  activities
consistent  with the  Consent  Decree  and the SOW and for  finalization  of the
Construction  Completion Report, or require the Settling  Defendants to submit a
schedule to EPA for approval  pursuant to Section XI (EPA  Approval of Plans and
Other Submissions).  Settling Defendants shall perform all activities  described
in the notice in accordance with the  specifications  and schedules  established
pursuant  to this  Paragraph,  subject  to their  right to  invoke  the  dispute
resolution  procedures  set  forth  in  Section  XIX  (Dispute  Resolution).  If
requested  by EPA,  Settling  Defendants  shall  schedule  a Final  Construction
Completion  Inspection  within fifteen (15) days of completion of all activities
identified  by EPA to be  completed.  Settling  Defendants  shall submit a Final
Construction  Completion  Report in  accordance  with the SOW within ninety (90)
days of (i) completion of the last activity required to be performed by Settling
Defendant under this Paragraph 12.d., or (ii) the Final Construction  Completion
Inspection,  whichever is later. The Final Construction  Completion Report shall
contain  all  of  the  registered  engineer's  statements  and  the  responsible
corporate  official  statement  required above in this Paragraph  12.d. EPA will
attempt to approve or disapprove the Final Construction

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Completion Report within ninety (90) days of its receipt of same; nonetheless, a
written approval from EPA is required.
                  e. Commencing upon the date of lodging of this Consent Decree,
Settling  Defendants  agree not to use any  portion of the Site for  purposes of
performing  Remedial  Action and for  conducting  O&M of the Remedial  Action in
violation of any of the restrictions  listed in Paragraph 29.a.  Commencing upon
the date of lodging of this Consent Decree,  Settling  Defendants also agree not
to allow  the use by any  licensee,  agent,  contractor,  subcontractor,  or any
person  under the control of Settling  Defendants  given an interest or right to
use,  enter upon,  occupy,  or possess  any portion of the Site for  purposes of
performing  Remedial  Action and for  conducting  O&M of the Remedial  Action in
violation of any of the  restrictions  listed in Paragraph 29.a. With respect to
the access  restrictions  contained in Paragraph 29.a.,  subparagraph v., and in
order to protect the Remedial  Action,  the public health,  and the  environment
during and after  implementation  of the Remedial  Action,  Settling  Defendants
shall  perform and  implement  the  following  as Work  required by this Consent
Decree:
                  (i)      Settling  Defendants shall construct a six-foot woven
                           mesh fence,  wall or similar  device  approved by EPA
                           around the TSCA  landfill  and the cover  required by
                           the ROD.  And,  pursuant to the ROD, if  requested by
                           Settling Defendants and approved by

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                           EPA, a building foundation or parking lot may be
                           substituted for the fence and the cover;
                  (ii)     Settling  Defendants  shall construct a six-foot high
                           fence or  similar  structure  around all areas of the
                           Site with surface  concentrations between 1 mg/kg and
                           10 mg/kg PCBs. And, pursuant to the ROD, if requested
                           by Settling  Defendants  and  approved by EPA, a cap,
                           building   foundation,   or   parking   lot   may  be
                           substituted for the fence.
                  13. The Settling  Defendants  shall  continue to implement the
Remedial  Action and O&M until the  Performance  Standards are achieved,  and as
required under this Consent Decree.  The Settling  Defendants  shall continue to
implement O&M as long as  contaminants  that exceed the cleanup levels set forth
in the ROD remain on-Site, and as required under this Consent Decree.
                  14.  Modification  of the SOW or Related Work Plans. a. If EPA
                  determines that modification to the Work
specified  in the SOW  and/or in Work  Plans  developed  pursuant  to the SOW is
necessary to achieve and maintain the Performance  Standards or to carry out and
maintain the  effectiveness  of the remedy set forth in the ROD, EPA may require
that such  modification  be  incorporated  in the SOW and/or such Work Plans.  A
modification may only be required  pursuant to this Paragraph,  however,  to the
extent that it is  consistent  with the scope of the remedy  selected in the ROD
and the Performance Standards.

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                  b.  If  Settling   Defendants   object  to  any   modification
determined  by EPA to be  necessary  pursuant to this  Paragraph,  they may seek
dispute resolution  pursuant to Section XIX (Dispute  Resolution),  Paragraph 66
(record  review).  The SOW  and/or  related  Work  Plans  shall be  modified  in
accordance with final resolution of the dispute.
                  c. If Settling  Defendants do not invoke dispute resolution or
the dispute  resolution  process  results in an adverse  decision  for  Settling
Defendants,  Settling  Defendants  shall  implement  any  Work  required  by any
modifications incorporated in the SOW and/or in Work Plans developed pursuant
to the SOW in accordance with this Paragraph.
                  d. Nothing in this Paragraph shall be construed to limit EPA's
authority  to  select  and seek  performance  of  further  response  actions  as
otherwise provided in this Consent Decree.
                  e. If at any time  during  performance  of the Work,  Settling
Defendants  identify a need for additional  data or work beyond that required by
this Consent Decree or in the approved Plans, a memorandum  documenting the need
for such data or work shall be submitted to the EPA Project Coordinator. EPA, by
its Project Coordinator, will determine whether such additional data or work are
to be incorporated  into subsequent  reports and  deliverables  required in this
Consent Decree.
                  f.  The  following  modifications  or  changes  may be made by
written agreement of the Project Coordinators: (1) technical field modifications
to, and modifications of any schedules

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contained in, any Plan  required  under the SOW; and (2) any other change to the
Plans  required in the SOW,  not  otherwise  addressed  in this  Paragraph or in
Section XXXI (Modification) of this Consent Decree.
                  15. Settling Defendants  acknowledge and agree that nothing in
this Consent  Decree,  the SOW, or the Remedial  Design or Remedial  Action Work
Plans  constitutes a warranty or  representation  of any kind by Plaintiff  that
compliance  with the work  requirements  set forth in the SOW and the Work Plans
will achieve the Performance Standards.
                  16. In accordance  with 40 C.F.R.  Section  300.440,  Settling
Defendants shall, prior to any off-Site shipment of Waste Material from the Site
to an out-of-state waste management  facility,  provide written  notification to
the appropriate state environmental  official in the receiving  facility's state
and to the EPA Project Coordinator of such shipment of Waste Material.  However,
this notification requirement shall not apply to any off-Site shipments when the
total volume of all such shipments will not exceed 10 cubic yards.
                  a.  The  Settling  Defendants  shall  include  in the  written
notification  the  following  information,  where  available:  (1) the  name and
location of the facility to which the Waste  Material is to be shipped;  (2) the
type and quantity of the Waste Material to be shipped; (3) the expected schedule
for the shipment of the Waste  Material;  and (4) the method of  transportation.
The Settling Defendants shall notify the state

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in which the  planned  receiving  facility  is located  of major  changes in the
shipment plan, such as a decision to ship the Waste Material to another facility
within the same state, or to a facility in another state.
                  b. The  identity of the  receiving  facility and state will be
determined  by the Settling  Defendants  following the award of the contract for
Remedial  Action  construction.   The  Settling  Defendants  shall  provide  the
information required by Paragraph 15.a as soon as practicable after the award of
the contract and before the Waste Material is actually shipped.
                               VII. REMEDY REVIEW
                  17. Periodic Review. Settling Defendants shall conduct studies
and  investigations  requested  by EPA as  necessary  to permit  EPA to  conduct
reviews of whether the  Remedial  Action is  protective  of human health and the
environment  at least every five (5) years,  as  required  by Section  121(c) of
CERCLA, 42 U.S.C. ss. 9621(c), and any applicable regulations.
                  18.  EPA  Selection  of  Further  Response  Actions.   If  EPA
determines,  at any time,  that the Remedial  Action is not  protective of human
health and the environment,  EPA may select further response actions,  including
Supplemental  Institutional  Controls,  for the  Site  in  accordance  with  the
requirements of CERCLA and the NCP.
                  19.      Opportunity To Comment.  Settling Defendants and
Owner Settling Defendant and, if required by Sections 113(k)(2)

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or 117 of CERCLA,  42 U.S.C.  ss.ss.  9613(k)(2)  or 9617,  the  public  will be
provided with an opportunity to comment on any further response actions proposed
by EPA as a result of the review conducted pursuant to Section 121(c) of CERCLA,
42 U.S.C. ss. 9621(c),  and to submit written comments for the record during the
comment period.
                  20.  If EPA  selects  further  response  actions  for the Site
related to  releases  of  hazardous  substances  or the threat of a release of a
hazardous substance at or from the Site resulting from the Settling  Defendants'
disposal of  hazardous  substances  at the Site or  performance  of the Remedial
Action,  or  Federal  PRPs'  ownership  of the  Site or  disposal  of  hazardous
substances at the Site, and the reopener conditions in Paragraph 81 or Paragraph
82 (United States'  reservations of liability based on unknown conditions or new
information) are satisfied,  Settling Defendants shall not contest that they are
among the persons  liable for  releases of hazardous  substances  at or from the
Site in any action brought by the United States to require  Settling  Defendants
to perform  such  further  response  actions.  If EPA selects  further  response
actions  that  include  Supplemental  Institutional  Controls  that  only  Owner
Settling  Defendant  can perform as the party in  possession  and control of the
property,  Owner Settling  Defendant  shall not contest  liability in any action
brought by the United  States to require  Owner  Settling  Defendant  to perform
Supplemental Institutional Controls.

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              VIII. QUALITY ASSURANCE, SAMPLING, AND DATA ANALYSIS
                  21. Settling  Defendants shall use quality assurance,  quality
control,   and  chain-of-custody   procedures  for  all  treatability,   design,
compliance  and  monitoring  samples in accordance  with "EPA  Requirements  for
Quality Assurance  Project Plans for Environmental  Data Operation" (EPA QA/R5);
"Preparing Perfect Project Plans" (EPA /600/9-88/087), and subsequent amendments
to such  guidelines  upon  notification  by EPA to Settling  Defendants  of such
amendment.  Amended  guidelines  shall apply only to procedures  conducted after
such  notification.  Prior to the  commencement of any monitoring  project under
this Consent Decree, Settling Defendants shall submit to EPA for approval, after
a  reasonable  opportunity  for  review  and  comment  by the  State,  a Quality
Assurance  Project Plan ("QAPP")  that is consistent  with the SOW, the NCP, and
applicable  guidance  documents  referred  to in writing or provided to Settling
Defendants  by EPA.  If  relevant  to the  proceeding,  the  Parties  agree that
validated  sampling data  generated in accordance  with the QAPP(s) and reviewed
and approved by EPA shall be admissible as evidence,  without objection,  in any
proceeding  under this  Decree.  Settling  Defendants  shall ensure that EPA and
State  personnel  and their  authorized  representatives  are allowed  access at
reasonable  times  to  all  laboratories  utilized  by  Settling  Defendants  in
implementing this Consent Decree. In addition,  Settling Defendants shall ensure
that such  laboratories  shall analyze all samples  submitted by EPA pursuant to
the QAPP for

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quality  assurance  monitoring.   Settling  Defendants  shall  ensure  that  the
laboratories  they  utilize for the analysis of samples  taken  pursuant to this
Decree  perform all analyses  according  to accepted  EPA methods.  Accepted EPA
methods  consist of those  methods  which are  documented  in the  "Contract Lab
Program Statement of Work for Inorganic  Analysis" and the "Contract Lab Program
Statement of Work for Organic Analysis," dated February 1988, and any amendments
made thereto during the course of the  implementation  of this Decree.  Settling
Defendants shall ensure that all  laboratories  they use for analysis of samples
taken  pursuant to this Consent Decree  participate  in an EPA or  EPAequivalent
QA/QC program.  Settling  Defendants  shall ensure that all field  methodologies
utilized in collecting  samples for subsequent  analysis pursuant to this Decree
will be  conducted  in  accordance  with the  procedures  set  forth in the QAPP
approved by EPA.
                  22. Upon request, the Settling Defendants shall allow split or
duplicate samples to be taken by EPA or its authorized representatives. Settling
Defendants  shall  notify  EPA and the State not less than 28 days in advance of
any sample  collection  activity  unless  shorter notice is agreed to by EPA. In
addition, EPA shall have the right to take any additional samples that EPA deems
necessary.  Upon request,  EPA shall allow the Settling Defendants to take split
or  duplicate  samples  of any  samples  it  takes  as part  of the  Plaintiff's
oversight of the Settling Defendants' implementation of the Work.

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                  23. Settling  Defendants shall submit to EPA two (2) copies of
the results of all sampling  and/or tests or other data obtained or generated by
or on  behalf  of  Settling  Defendants  with  respect  to the Site  and/or  the
implementation of this Consent Decree unless EPA agrees otherwise.
                  24.  Notwithstanding any provision of this Consent Decree, the
United States hereby  retains all of its  information  gathering and  inspection
authorities and rights,  including  enforcement  actions related thereto,  under
CERCLA, RCRA, and any other applicable statutes or regulations.
                      IX. ACCESS AND INSTITUTIONAL CONTROLS
                  25. In  accordance  with  Section VII of the  Partial  Consent
Decree,  Owner Settling  Defendant shall provide access to the United States and
its  representatives,  the  State  and  its  representatives,  and  to  Settling
Defendants  and their  agents and  representatives,  to the Site and to any such
other property under its control,  that is necessary for the  implementation  of
the ROD and this Consent Decree.
                  26. To the extent that the Site or any other property to which
access is required for the  implementation  of this  Consent  Decree is owned or
controlled  by  persons  other  than  the  Owner  Settling  Defendant,  Settling
Defendants  shall use best  efforts  to  secure  from such  persons  access  for
Settling  Defendants,  as well as for the United  States and the State and their
representatives, including, but not limited to, their

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contractors,  as necessary to effectuate  this Consent  Decree.  For purposes of
this Paragraph  "best efforts"  includes the payment of reasonable sums of money
in consideration  of access.  If any access required to complete the Work is not
obtained  within  forty-five  (45) days of the date of lodging  of this  Consent
Decree,  or within  forty-five  (45) days of the date EPA  notifies the Settling
Defendants, in writing, that additional access beyond that previously secured is
necessary,  Settling  Defendants  shall promptly  notify the United  States,  in
writing,  and shall include in that notification a summary of the steps Settling
Defendants have taken to attempt to obtain access.  The United States may, as it
deems  appropriate,  assist Settling  Defendants in obtaining  access.  Settling
Defendants shall reimburse the United States,  in accordance with the procedures
in Section XVI  (Reimbursement of Response Costs), for all costs incurred by the
United States in obtaining access.
                  27.  Notwithstanding any provision of this Consent Decree, the
United  States  retains  all of its access  authorities  and  rights,  including
enforcement  authorities  related  thereto,  under  CERCLA,  RCRA and any  other
applicable statute or regulations.
                  28. Notice to  Successors-in-Title a. Within fifteen (15) days
                  of the entry of this
Consent Decree, Owner Settling Defendant shall execute and file
with the State Recorder's Office, Anchorage District, State of
Alaska, a Declaration of Restrictive Covenants and Notice of

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Remedial Action in the form attached to this Consent Decree as Appendix E.
                  b. At least 30 days prior to the conveyance of any interest in
property  located within the Site including,  but not limited to, fee interests,
leasehold interests,  and mortgage interests, the Owner Settling Defendant shall
give written  notice of this Consent  Decree,  the  Declaration  of  Restrictive
Covenants and Notice of Remedial Action,  and any additional  covenants,  terms,
conditions and restrictions, if applicable, that have been filed with respect to
the property pursuant to Section IX (Access and  Institutional  Controls) to the
grantee and written notice to EPA and ADEC of the proposed conveyance, including
the name and  address of the grantee  and the date on which the  Declaration  of
Restrictive Covenants and Notice of Remedial Action was given to the grantee. In
the  event  of any  such  conveyance,  Owner  Settling  Defendant  shall  remain
obligated to: (1) secure access and implement  Institutional Controls under this
Consent  Decree to the extent the Site is in the  possession or control of ARRC;
and (2) undertake to enforce the access and use  restrictions  contained in this
Consent Decree when such  restrictions  are not being complied with. In no event
shall the conveyance  release or otherwise  affect the liability of the Settling
Defendants to comply with all provisions of this Consent  Decree.  If the United
States  approves  in writing,  the  grantee may perform  some or all of the Work
under this Consent Decree.

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                  29.a.  Commencing  upon the date of  lodging  of this  Consent
Decree,  the Owner Settling  Defendant  agrees not to use, occupy or possess the
property,  or some portion thereof,  described in the legal description attached
as Appendix C, that is owned or  controlled by the Owner  Settling  Defendant or
for which access and land use  restrictions are required to protect the remedial
action, the public health, or the environment during or after  implementation of
the remedial action,  in violation of any of the  restrictions  provided in this
Paragraph. Commencing upon the date of lodging of this Consent Decree, the Owner
Settling Defendant also agrees not to allow the use by any licensee,  lessee, or
any person given an interest to use,  occupy,  or possess the property,  or some
portion thereof,  described in the legal description attached as Appendix C that
is owned or controlled by the Owner Settling  Defendant or, for which access and
land use restrictions  are required to protect the remedial  action,  the public
health,  or the  environment  during  or after  implementation  of the  remedial
action, in violation of any of the following restrictions:
         (i)               no residential  use or activity shall be permitted on
                           the property, and no commercial use or activity shall
                           be  permitted  if  it  involves   potential   chronic
                           exposures  of  children  to  soil  (e.g.,  use of the
                           property for a day care center);

         (ii)              no use or activity on the property shall be
                           permitted that will disturb any of the remedial
                           measures that have been implemented pursuant to
                           this Consent Decree or that could potentially
                           impair the integrity of the landfill in which
                           contaminated soils and solidified soils have been
                           disposed; and

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         (iii)    except as necessary to perform the Remedial
                  Action, no use or activity on the property shall
                  disturb the surface or subsurface of the land by
                  filling, drilling, excavation, or removal of
                  topsoil, rock or minerals which could move soil
                  containing greater than 1,000 mg/kg lead or 10
                  mg/kg polychlorinated biphenyl (PCB) to the
                  surface or within the top foot of soil where
                  chronic long-term worker exposures could occur;

         (iv)              groundwater  underlying  the  property  shall  not be
                           consumed  or used in any way except  for the  limited
                           purpose  of  monitoring  ground  water  contamination
                           levels.  Ground water wells and facilities  installed
                           for such purpose shall only be installed  pursuant to
                           a plan approved by EPA;

         (v)               access to the TSCA landfill by the general public
                           shall be prohibited, and access by long- or short-
                           term workers shall be restricted in compliance
                           with 40 C.F.R.ss. 761.75(b)(9)(i), through
                           maintenance of a six-foot woven mesh fence, wall,
                           or similar device.  If the solidified soil mass is
                           capped or designed and used as a building
                           foundation or parking lot, EPA may waive this
                           requirement upon a written request which shall
                           include long-term maintenance of such cap,
                           building foundation or parking lot in accordance
                           with the approved O & M Plan.   Unrestricted
                           access by the general public to those areas of the
                           Site where surface contamination of 1 mg/kg PCB or
                           greater remains after all excavation, treatment,
                           and disposal is complete shall be prohibited
                           through maintenance of a six-foot fence, cap,
                           parking lot or similar structure approved by EPA;
                           and

         (vi)              during remedial design and construction of the
                           remedial action, the public, including long and
                           short-term workers, other than authorized
                           representatives of EPA, the State, and Settling
                           Defendants and Owner Settling Defendant, shall
                           only have access to areas in or around the Site
                           that are not affected by soil contamination.

                  b. If Owner Settling Defendant,  any transferee of an interest
in the Site or any Settling  Defendant  seek to undertake any  restricted use or
activity on the property, such use or

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activity may be proposed to EPA in accordance  with Section XIX (EPA Approval of
Plan and Other  Submissions) and EPA's  disapproval  shall be subject to dispute
resolution under Paragraph 66 of Section XIX (Dispute Resolution).
                  c. Owner Settling  Defendant  agrees that upon transfer of fee
simple  title from the  United  States,  it will  accept  such fee simple  title
subject to the  restrictions  listed in subparagraph  29.a.  above if the United
States places such restrictions on the property as a part of such transfer.
                  d. Owner Settling  Defendant  agrees that, in order to perform
and implement the remedial  action  selected in the ROD, it is  appropriate  and
necessary to impose access obligations contained in Paragraph 25 of this Consent
Decree, and the land and water use restrictions and access  restrictions  listed
in subparagraph 29.a. above, on the real property described in Appendix C.
                  e. Owner Settling  Defendant,  in any instrument  conveying an
interest in the Site shall  provide an access  right to the United  States,  the
State, Settling Defendants, and their representatives,  and shall place the land
and water use restrictions and access  restrictions listed in subparagraph 29.a.
above on the Site,  which shall run with the land and be binding upon successors
in interest.  Owner Settling Defendant agrees to condition the conveyance of any
interest in property located within the Site, including, but not limited to, fee
interests, leasehold interests, and mortgage interests, upon the express

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written  agreement of the person or persons  acquiring  the  interest  that such
person or persons  will take such  interest  subject  to the access  obligations
contained  in  Paragraph  25,  and land and water use  restrictions  and  access
restrictions  contained in this Consent Decree. In addition,  prior to or upon a
transfer of any interest in the Site Owner, Settling Defendant shall comply with
the following requirements:
                  (i)      impose the access obligations identified in
                           Paragraph 25 and the land and water use
                           restrictions and access restrictions identified in
                           Paragraph 29.a. on such property by including in
                           the instrument transferring such property the
                           Reservation of Access Easement and Restrictions on
                           Use set forth in Appendix F. Within seven (7) days
                           of the execution of the instrument conveying any
                           title interest in Property described in Appendix
                           C, the Owner Settling Defendant shall ensure said
                           instrument is in recordable form and record such
                           instrument with the State Recorder's Office,
                           Anchorage District, State of Alaska, or other
                           appropriate office where land ownership and
                           transfer records are maintained for the subject
                           property(ies), or

                  (ii)     upon the transfer of any leasehold interest in
                           real property described in Appendix C, Owner
                           Settling Defendant shall impose the access
                           obligations identified in Paragraph 25 and the
                           land and water use restrictions and access
                           restrictions identified in Paragraph 29.a. by
                           including in the lease transferring such a lease
                           interest the Lease Prohibition set forth in
                           Appendix G. Within 7 days of execution of such
                           lease, the Owner Settling Defendant shall ensure
                           the lease is in recordable form and record such
                           lease in the State Recorder's Office, Anchorage
                           District, State of Alaska, or other appropriate
                           office where land ownership and transfer records
                           are maintained for the subject property(ies).

            (iii) Prior  to  a  transfer  of  any  interest  in  the  Site  by a
                  conveyance  instrument containing the language in Appendices F
                  or G required in  Subparagraphs  e. (i) and (ii) above,  Owner
                  Settling Defendant shall

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                  review the language for consistency with then
                  existing State or local law.

                  30.  Within  sixty  (60)  days of the  Effective  Date of this
Consent  Decree,  Owner Settling  Defendant shall provide a copy of the executed
and recorded  Declaration of Restriction  Covenant and Notice of Remedial Action
(Appendix E) to the following entities:
         State of Alaska
                  Alaska Department of Environmental Conservation
                  Alaska Department of Fish & Game
         Municipality of Anchorage ("MOA")
                  MOA Department of Community Planning and Development
                  MOA Department of Public Works
                  MOA Department of Parks & Recreation
         Utilities
                  Anchorage Water & Wastewater Utility
                  Anchorage Municipal Power & Light
                  Chugach Electric Association
                  Enstar Natural Gas
                  AT&T Alascom
                  ATU Telecommunications
                  Prime Cable of Alaska

As long as Owner  Settling  Defendant is in possession  and control of the Site,
Owner Settling Defendant shall send a copy of the recorded  Declaration to other
agencies,  departments  or entities in the future that it becomes aware of could
affect land or water use at the Site or remedial activities taken thereon. Owner
Settling  Defendant  shall  send EPA  copies  of all  notices  required  by this
Paragraph.
                            X. REPORTING REQUIREMENTS
                  31. In  addition  to any  other  requirement  of this  Consent
Decree,  Settling Defendants shall submit to EPA and the State two (2) copies of
written monthly progress reports that:

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(a) describe the actions which have been taken toward achieving  compliance with
this  Consent  Decree  during the previous  month;  (b) include a summary of all
results  of  sampling  and tests and all other data  received  or  generated  by
Settling  Defendants or their  contractors or agents in the previous month;  (c)
identify all Work Plans, plans, and other deliverables  required by this Consent
Decree  completed  and  submitted  during the previous  month;  (d) describe all
actions,  including,  but not limited to, data collection and  implementation of
Work Plans, which are scheduled for the next month and provide other information
relating to the progress of construction,  such as critical path diagrams, Gantt
charts  or  Pert  charts;  (e)  include  information   regarding  percentage  of
completion,  unresolved  delays  encountered or anticipated  that may affect the
future  schedule for  implementation  of the Work,  and a description of efforts
made  to  mitigate  those  delays  or  anticipated   delays;   (f)  include  any
modifications to the Work Plans or other schedules that Settling Defendants have
proposed  to EPA or that  have  been  approved  by EPA;  and  (g)  describe  all
activities  undertaken  in support of the  Community  Relations  Plan during the
previous month and those to be undertaken in the next month. Settling Defendants
shall submit these progress reports to EPA and the State by the fifteenth (15th)
day of every  month  following  the  lodging of this  Consent  Decree  until EPA
notifies the Settling  Defendants  pursuant to  Paragraph  50.b.  of Section XIV
(Certification of Completion).  If requested by EPA,  Settling  Defendants shall
also

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provide briefings for EPA and the State to discuss the progress
of the Work.
                  32. The Settling  Defendants shall notify EPA of any change in
the schedule described in the monthly progress report for the performance of any
activity,  including,  but not limited to, data collection and implementation of
Work  Plans,  no  later,  when  possible,  than  seven  (7)  days  prior  to the
performance of the activity.
                  33. Upon the occurrence of any event during performance of the
Work that Settling  Defendants are required to report pursuant to Section 103 of
CERCLA,  42 U.S.C.  ss.  9603,  or Section  304 of the  Emergency  Planning  and
Community  Right-to-Know Act (EPCRA),  42 U.S.C. ss. 11004,  Settling Defendants
shall within 24 hours of learning of the onset of such event  orally  notify the
EPA Project  Coordinator or the Alternate EPA Project  Coordinator (in the event
of the  unavailability  of the EPA Project  Coordinator),  or, in the event that
neither the EPA Project  Coordinator  or Alternate  EPA Project  Coordinator  is
available,   the   Emergency   Response   Section,   Region  10,  United  States
Environmental Protection Agency. These reporting requirements are in addition to
the reporting required by CERCLA Section 103 or EPCRA Section 304.
                  34.  Within  twenty (20) days of learning of the onset of such
an event,  Settling  Defendants  shall  furnish to  Plaintiff a written  report,
signed by the Settling Defendants' Project Coordinator, setting forth the events
that occurred and the

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measures taken, and to be taken, in response thereto. Within thirty (30) days of
the  conclusion  of such an event,  Settling  Defendants  shall  submit a report
setting forth all actions taken in response thereto.
                  35.  Settling  Defendants  shall  submit two (2) copies of all
plans, reports, and data required by the SOW, the Remedial Design Work Plan, the
Remedial Action Work Plan, or any other approved plans to EPA in accordance with
the schedules set forth in such plans.  Settling Defendants shall simultaneously
submit one copy of all such plans, reports, and data to the State.
                  36. All  reports  and other  documents  submitted  by Settling
Defendants to EPA (other than the monthly  progress  reports  referred to above)
which purport to document Settling Defendants' compliance with the terms of this
Consent Decree shall be signed by an authorized  representative  of the Settling
Defendants.
                 XI. EPA APPROVAL OF PLANS AND OTHER SUBMISSIONS
                  37.  After  review of any plan,  report or other  item that is
required to be submitted  for approval  pursuant to this  Consent  Decree,  EPA,
after  reasonable  opportunity  for  review and  comment by the State,  shall in
writing:  (a)  approve  the  submission,  in whole or in part;  (b)  approve the
submission  upon  specified  conditions;  (c) modify the  submission to cure the
deficiencies; (d) disapprove the submission, in whole or in part, directing that
the Settling Defendants modify the submission; or

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(e) any  combination  of the above.  However,  EPA shall not modify a submission
without  first  providing  Settling  Defendants  at least one written  notice of
deficiency and an  opportunity to cure within thirty (30) days,  except where to
do so would cause serious disruption to the Work or where previous submission(s)
have been  disapproved  due to  material  defects  and the  deficiencies  in the
submission under consideration  indicate a bad faith lack of effort to submit an
acceptable deliverable.
                  38. In the event of approval,  approval  upon  conditions,  or
modification  by EPA,  pursuant  to  Paragraph  37(a),  (b),  or  (c),  Settling
Defendants  shall proceed to take any action  required by the plan,  report,  or
other item, as approved or modified by EPA subject only to their right to invoke
the Dispute Resolution  procedures set forth in Section XIX (Dispute Resolution)
with respect to the  modifications  or conditions made by EPA. In the event that
EPA modifies the submission to cure the deficiencies pursuant to Paragraph 37(c)
because  the  submission  has a material  defect,  EPA retains its right to seek
stipulated penalties, as provided in Section XX (Stipulated Penalties).
                  39.a.  Upon  receipt of a notice of  disapproval  pursuant  to
Paragraph 37(d),  Settling  Defendants  shall,  within thirty (30) days, or such
longer time as  specified by EPA in such notice,  correct the  deficiencies  and
resubmit the plan, report, or other item for approval.  Any stipulated penalties
applicable to the submission, as provided in Section XX, shall accrue during the

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30-day or  otherwise  specified  period,  but shall not be  payable  unless  the
resubmission  is disapproved or modified due to a material defect as provided in
Paragraphs 40 and 41.
                  b.  Notwithstanding  the  receipt  of a notice of  disapproval
pursuant to Paragraph 37(d), Settling Defendants shall proceed, at the direction
of EPA,  to  take  any  action  required  by any  non-deficient  portion  of the
submission.  Implementation of any  non-deficient  portion of a submission shall
not relieve Settling  Defendants of any liability for stipulated  penalties,  if
applicable, under Section XX (Stipulated Penalties).
                  40. In the event that a  resubmitted  plan,  report,  or other
item,  or portion  thereof,  is  disapproved  by EPA, EPA may again  require the
Settling  Defendants  to  correct  the  deficiencies,  in  accordance  with  the
preceding Paragraphs.  EPA also retains the right to modify or develop the plan,
report or other item. Settling Defendants shall implement any such plan, report,
or item as modified or developed  by EPA,  subject only to their right to invoke
the procedures set forth in Section XIX (Dispute Resolution).
                  41.  If  upon  resubmission,   a  plan,  report,  or  item  is
disapproved  or modified by EPA due to a material  defect,  Settling  Defendants
shall be deemed to have failed to submit such plan,  report,  or item timely and
adequately  unless  the  Settling   Defendants  invoke  the  dispute  resolution
procedures  set forth in Section XIX  (Dispute  Resolution)  and EPA's action is
overturned

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pursuant to that Section. The provisions of Section XIX (Dispute Resolution) and
Section XX (Stipulated  Penalties) shall govern the  implementation  of the Work
and accrual and payment of any stipulated  penalties during Dispute  Resolution.
If EPA's  disapproval  or  modification  is  upheld,  stipulated  penalties,  if
applicable,  shall accrue for such  violation from the date on which the initial
submission was originally required, as provided in Section XX.
                  42.  All  plans,  reports,  and  other  items  required  to be
submitted to EPA under this Consent Decree shall,  upon approval or modification
by EPA, be enforceable  under this Consent Decree.  In the event EPA approves or
modifies a portion of a plan,  report, or other item required to be submitted to
EPA under this  Consent  Decree,  the  approved  or  modified  portion  shall be
enforceable under this Consent Decree.
                            XII. PROJECT COORDINATORS
                  43.  Within  twenty (20) days of lodging this Consent  Decree,
Settling  Defendants,  Owner Settling Defendant,  EPA, and the State will notify
each other,  in writing,  of the name,  address  and  telephone  number of their
respective  designated Project Coordinators and Alternate Project  Coordinators.
If a Project Coordinator or Alternate Project Coordinator  initially  designated
is changed, the identity of the successor will be given to the other Parties and
the State at least five (5)  working  days  before  the  changes  occur,  unless
impracticable, but

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in no  event  later  than the  actual  day the  change  is  made.  The  Settling
Defendants' Project Coordinator shall be subject to disapproval by EPA and shall
have the technical expertise sufficient to adequately oversee all aspects of the
Work. The Settling  Defendants' Project Coordinator shall not be an attorney for
any of the  Settling  Defendants  in this  matter.  He or she may  assign  other
representatives,  including other contractors, to serve as a Site representative
for oversight of performance of daily operations during remedial activities.
                  44. Plaintiff may designate other representatives,  including,
but not limited to, EPA employees,  and federal contractors and consultants,  to
observe and monitor the  progress of any  activity  undertaken  pursuant to this
Consent  Decree.  EPA's Project  Coordinator and Alternate  Project  Coordinator
shall have the authority lawfully vested in a Remedial Project Manager (RPM) and
an On-Scene Coordinator (OSC) by the NCP, 40 C.F.R. Part 300. In addition, EPA's
Project  Coordinator  or Alternate  Project  Coordinator  shall have  authority,
consistent with the NCP, to halt any Work required by this Consent Decree and to
take any necessary  response  action when s/he determines that conditions at the
Site  constitute  an emergency  situation or may present an immediate  threat to
public health or welfare or the environment due to release or threatened release
of Waste Material.
                    [Paragraph 45. Intentionally Left Blank]


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                   XIII. ASSURANCE OF ABILITY TO COMPLETE WORK
                  46. Within  thirty (30) days of entry of this Consent  Decree,
Settling  Defendants  shall  establish  and maintain  financial  security in the
amount   of    $3,234,000    (38.5%   of   the   high    cost    estimate    for
Solidification/Stabilization  in the  Feasibility  Study plus a 50% cost overrun
contingency) in one or more of the following forms:
                  (a) A surety bond  guaranteeing  performance  of the Work; (b)
                  One or more irrevocable letters of credit equalling
the total estimated cost of the Work;
                  (c) A trust fund;
                  (d) A  guarantee  to  perform  the Work by one or more  parent
corporations or subsidiaries, or by one or more unrelated corporations that have
a  substantial  business   relationship  with  at  least  one  of  the  Settling
Defendants; or
                  (e) A demonstration that one or more of the Settling
Defendants satisfy the requirements of 40 C.F.R. Section
264.143(f).
                  47. If the Settling Defendants seek to demonstrate the ability
to complete the Work through a guarantee by a third party  pursuant to Paragraph
46(d) of this Consent Decree,  Settling  Defendants  shall  demonstrate that the
guarantor  satisfies  the  requirements  of 40  C.F.R.  Section  264.143(f).  If
Settling  Defendants  seek to demonstrate  their ability to complete the Work by
means of the  financial  test or the corporate  guarantee  pursuant to Paragraph
46(d) or (e), they shall resubmit sworn

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statements  conveying the information  required by 40 C.F.R.  Section 264.143(f)
annually,  on the anniversary of the Effective Date of this Consent  Decree.  In
the event that EPA determines at any time that the financial assurances provided
pursuant to this  Section are  inadequate,  Settling  Defendants  shall,  within
thirty (30) days of receipt of notice of EPA's determination, obtain and present
to EPA for  approval  one of the other forms of  financial  assurance  listed in
Paragraph  46  of  this  Consent  Decree.   Settling  Defendants'  inability  to
demonstrate  financial ability to complete the Work shall not excuse performance
of any activities required under this Consent Decree.
                  48. If Settling Defendants can show that the estimated cost to
complete  the  remaining  Work has  diminished  below  the  amount  set forth in
Paragraph 46 above after entry of this Consent Decree,  Settling Defendants may,
on any anniversary  date of entry of this Consent  Decree,  or at any other time
agreed to by the Settling Defendants and EPA, reduce the amount of the financial
security provided under this Section to the estimated cost of the remaining Work
to be performed.  Settling Defendants shall submit a proposal for such reduction
to EPA, in accordance with the requirements of this Section,  and may reduce the
amount of the security upon approval by EPA. In the event of a dispute, Settling
Defendants  may reduce the amount of the security in  accordance  with the final
administrative  or judicial  decision  resolving the dispute pursuant to Section
XIX (Dispute Resolution).

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                  49.  Settling  Defendants  may  change  the form of  financial
assurance  provided under this Section at any time,  upon notice to and approval
by EPA,  provided that the new form of assurance meets the  requirements of this
Section.  In the event of a dispute,  Settling Defendants may change the form of
the financial  assurance  only in accordance  with the final  administrative  or
judicial decision resolving the dispute.
                        XIV. CERTIFICATION OF COMPLETION
                  50.      Completion of the Remedial Action
                  a. Notice. Upon Settling Defendants' preliminary determination
that the Remedial  Action is operational  and  functional  and that  Performance
Standards  have been met, but no sooner than two (2) years  following  the Final
Construction Completion Inspection,  Settling Defendants shall provide notice to
EPA and the State that Remedial Action is complete.
                  b. Draft  Completion of Remedial Action Report.  Within thirty
(30) days from the notice required in subparagraph a. above, Settling Defendants
shall submit a Draft  Completion of Remedial  Action  Report.  In the report,  a
registered   professional   engineer  and  the  Settling   Defendants'   project
Coordinator  shall  state  that the  Remedial  Action  has been  constructed  in
accordance  with the approved design and  specifications  and is operational and
functional. The report shall reference all the data and supporting documentation
on which Settling  Defendants rely to determine that all  Performance  Standards
have been met and the RA

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has been completed in accordance with the ROD, SOW, and this Consent Decree. The
written report shall be signed and stamped by a registered professional engineer
and reference as-built drawings from the Final  Construction  Completion Report.
The report  shall  contain  the  following  statement,  signed by a  responsible
corporate official of a Settling Defendant or the Settling  Defendants'  Project
Coordinator:
         "To the best of my knowledge,  after thorough investigation,  I certify
         that the information  contained in or  accompanying  this submission is
         true,  accurate,  and  complete.  I  am  aware  there  are  significant
         penalties for submitting false  information,  including the possibility
         of fine and imprisonment for knowing violations."

                  c. Final  Completion of Remedial Action Report.  Within thirty
(30) days of receipt of EPA comments on the Draft  Completion of Remedial Action
Report,  Settling  Defendants shall submit a Final Completion of Remedial Action
Report.  In the report,  a  registered  professional  engineer  and the Settling
Defendants'  Project  Coordinator  shall state the RA has been completed in full
satisfaction of the requirements of the Consent Decree. The written report shall
be signed and  stamped  by a  registered  professional  engineer  and  reference
as-built  drawings from the Final  Construction  Completion  Report.  The report
shall  contain  the  following  statement,  signed  by a  responsible  corporate
official  of  a  Settling   Defendant  or  the  Settling   Defendants'   Project
Coordinator:
         "To the best of my knowledge,  after thorough investigation,  I certify
         that the information  contained in or  accompanying  this submission is
         true, accurate,

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         and complete.  I am aware there are significant
         penalties for submitting false information, including
         the possibility of fine and imprisonment for knowing
         violations."
                  d. Certification of Completion. If EPA concludes, based on the
Final  Completion  of  Remedial  Action  Report   requesting   Certification  of
Completion  and after a  reasonable  opportunity  for review and  comment by the
State,  that the  Remedial  Action has been  performed in  accordance  with this
Consent Decree and that the Performance  Standards have been achieved,  EPA will
so certify,  in writing,  to Settling  Defendants.  EPA will  attempt to certify
completion  within  ninety  (90)  days of  receipt  of the Final  Completion  of
Remedial  Action  Report,  nonetheless,  a  written  certification  from  EPA is
necessary  for  Remedial  Action  to  be  complete.   This  certification  shall
constitute the  Certification  of Completion of the Remedial Action for purposes
of this Consent  Decree,  including,  but not limited to, Section XXI (Covenants
Not to Sue by  Plaintiff).  Certification  of Completion of the Remedial  Action
shall not affect Settling Defendants' and Owner Settling Defendant's obligations
under this Consent Decree that extend beyond completion of the Remedial Action.
                             XV. EMERGENCY RESPONSE
                  51.  In the  event of any  action  or  occurrence  during  the
performance  of the Work which causes or  threatens a release of Waste  Material
from  the Site  that  constitutes  an  emergency  situation  or may  present  an
immediate threat to public health or

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welfare or the environment,  Settling Defendants shall, subject to Paragraph 52,
immediately  take all  appropriate  action to prevent,  abate,  or minimize such
release or threat of release,  and shall  immediately  notify the EPA's  Project
Coordinator,  or, if the Project  Coordinator is  unavailable,  EPA's  Alternate
Project  Coordinator.  If neither of these  persons is  available,  the Settling
Defendants  shall notify the EPA  Emergency  Response and Cleanup Unit 1, Region
10.  Settling  Defendants  shall take such  actions in  consultation  with EPA's
Project Coordinator or other available  authorized EPA officer and in accordance
with all applicable  provisions of the Health and Safety Plans,  the Contingency
Plans,  and any other applicable  plans or documents  developed  pursuant to the
SOW. In the event that Settling  Defendants  fail to take  appropriate  response
actions  as  required  by this  Section,  and EPA takes  such  actions  instead,
Settling  Defendants shall,  pursuant to Section XVI  (Reimbursement of Response
Costs), reimburse EPA for all costs incurred in connection with response actions
not inconsistent with the NCP.
                  52.  Nothing in the  preceding  Paragraph  or in this  Consent
Decree shall be deemed to limit any authority of the United  States:  a) to take
all  appropriate  action to  protect  human  health  and the  environment  or to
prevent, abate, respond to, or minimize an actual or threatened release of Waste
Material on, at, or from the Site; or b) to direct or order such action, or seek
an order  from the Court,  to protect  human  health and the  environment  or to
prevent, abate, respond to, or minimize an

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actual or threatened release of Waste Material on, at, or from the Site, subject
to Section XXI (Covenants Not to Sue by Plaintiff).
                      XVI. REIMBURSEMENT OF RESPONSE COSTS
                  53. In accordance with this Section XVI,  Settling  Defendants
shall  reimburse the EPA Hazardous  Substance  Superfund for all Future Response
Costs as defined in this Consent  Decree for response  actions not  inconsistent
with the NCP. The United States will send Settling  Defendants a bill  requiring
payment that includes a Superfund  Cost  Organization  and Recovery  Enhancement
System  (SCORES)  Report and a DOJ Cost Summary on a periodic  basis.  Except as
otherwise  provided in Paragraph 54, Settling  Defendants shall pay no less than
38.5% of each bill  within  sixty (60) days of Settling  Defendants'  receipt of
each bill  requiring  payment and shall pay the Federal PRPs' share of 61.5% (as
set forth in the  Partial  Consent  Decree) of each bill within ten (10) days of
receipt of payment from the Federal PRPs if the federal  payment is not received
before or during the 60- day payment period. The Settling  Defendants shall make
all payments  required by this Paragraph in the form of a certified or cashier's
check  or  checks  made  payable  to "EPA  Hazardous  Substance  Superfund"  and
referencing  the EPA  Region  and  Site/Spill  ID # 102P;  the DOJ  case  number
90-11-3-810,  and the name and address of the party making payment. The Settling
Defendants shall send the check(s) to:


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                           Mellon Bank
                           EPA-Region 10
                           Attn:  Superfund Accounting
                           P.O. Box 360903M
                           Pittsburgh, PA 15251

and shall send  copies of the  check(s)  to the United  States as  specified  in
Section XXVI  (Notices and  Submissions)  and to Joseph  Penwell,  Finance Unit,
Office of Management Programs,  Mail Stop OMP-146,  1200 Sixth Avenue,  Seattle,
Washington,  98101. In the alternative,  Settling Defendants shall make payments
required by this Paragraph to the EPA Hazardous  Substance  Superfund by FedWire
Electronic Funds Transfer.  Wire transfer  instructions  will be provided by EPA
upon request.
                  54.a.  Settling  Defendants may contest  payment of any Future
Response  Costs under  Paragraph 53 if they determine that the United States has
made an  accounting  error or if they  allege  that a cost item that is included
represents  response actions that are inconsistent with the NCP or costs outside
the scope of this Consent  Decree.  Such  objection  shall be made,  in writing,
within  sixty  (60) days of  receipt  of the bill and must be sent to the United
States  pursuant to Section XXVI (Notices and  Submissions).  Any such objection
shall  specifically  identify the contested  Future Response Costs and the basis
for  objection.  In the event of an  objection,  the Settling  Defendants  shall
within the sixty (60) day period pay all  uncontested  Future  Response Costs to
the United States in the manner described in Paragraph 53.  Simultaneously,  the
Settling Defendants shall establish an

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interest-bearing bank account in a federally-insured  bank duly chartered in the
State of Alaska and remit to that bank account funds equivalent to the amount of
the contested Future Response Costs.  The Settling  Defendants shall send to the
United States, as provided in Section XXVI (Notices and Submissions),  a copy of
the letter and the check  transmitting the uncontested  Future Response Costs to
the bank, and a copy of the  correspondence  that establishes and funds the bank
account,  including,  but not limited to, information containing the identity of
the bank and bank account  under which the account is  established  as well as a
bank statement  showing the initial balance of the bank account.  Simultaneously
with establishment of the bank account,  the Settling  Defendants shall initiate
the Dispute Resolution  procedures in Section XIX (Dispute  Resolution).  If the
United States prevails in the dispute, within five (5) days of the resolution of
the  dispute,  the  Settling  Defendants  shall pay the sums due  (with  accrued
Interest) to the United  States in the manner  described in Paragraph 53. If the
Settling  Defendants  prevail  concerning any aspect of the contested costs, the
Settling Defendants shall pay that portion of the costs (plus associated accrued
Interest)  for which they did not  prevail  to the  United  States in the manner
described in Paragraph 53; Settling Defendants shall be disbursed any balance of
the bank account. The dispute resolution  procedures set forth in this Paragraph
in conjunction with the procedures set forth in Section XIX (Dispute Resolution)
shall be the exclusive mechanisms for

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resolving  disputes regarding the Settling  Defendants'  obligation to reimburse
the United States for its Future Response Costs.
                  b. Within  thirty (30) days of receipt of each bill,  Settling
Defendants  may request the following  categories  of supporting  documentation:
employee time sheets for payroll  costs;  receipts for travel costs;  contractor
invoices and supporting  documentation for contractor charges and expenses;  and
computation  of EPA indirect  costs.  Some of the requested  information  may be
redacted or issued only after Settling Defendants agree to protective provisions
if the  information  is  subject  to a claim  of  privilege  or is  confidential
business information.  EPA shall provide the requested supporting  documentation
within thirty (30) days of receipt of the written request.
                  55. In the event that the  payments  required by  Paragraph 53
are not made within sixty (60) days of the Settling  Defendants'  receipt of the
bill,  Settling  Defendants  shall pay Interest on the 38.5% share of the unpaid
balance. The Interest on Future Response Costs shall begin to accrue on the date
of the  bill.  The  Interest  shall  accrue  through  the  date of the  Settling
Defendants'  payment.  If Settling  Defendants  do not receive the Federal PRPs'
share of Future  Response Costs until after the 60- day payment  period,  and if
Settling Defendants receive Interest from the Federal PRPs on their share of any
billed  Future  Response  Costs,  Settling  Defendants  shall  pay the  Interest
received from the Federal PRPs to the United States at the same

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time it pays the Federal PRPs' share of Future Response Costs as provided above.
Payments  of  Interest  made under this  Paragraph  shall be in addition to such
other  remedies  or  sanctions  available  to  Plaintiff  by virtue of  Settling
Defendants'  failure to make timely  payments  under this Section.  The Settling
Defendants  shall make all  payments  required by this  Paragraph  in the manner
described in Paragraph 53.
                       XVII. INDEMNIFICATION AND INSURANCE
                  56.a.  The United  States  does not assume  any  liability  by
entering  into  this  agreement  or by  virtue of any  designation  of  Settling
Defendants as EPA's authorized  representatives  under Section 104(e) of CERCLA,
42 U.S.C. ss. 9604(e).  Settling Defendants and/or Owner Settling Defendant,  as
appropriate,   shall  indemnify,  save  and  hold  harmless  the  United  States
(excluding,  for this  purpose,  the Federal  PRPs) and its  officials,  agents,
employees,  contractors,  subcontractors, or representatives for or from any and
all claims or causes of action  arising  from,  or on account of,  negligent  or
other  wrongful acts or omissions of Settling  Defendants  and/or Owner Settling
Defendant,   their  officers,   directors,   employees,   agents,   contractors,
subcontractors,  and any persons  acting on their behalf or under their control,
in carrying out activities pursuant to this Consent Decree,  including,  but not
limited to, any claims arising from any  designation  of Settling  Defendants or
Owner Settling Defendant as EPA's authorized representatives

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under Section 104(e) of CERCLA,  42 U.S.C.  ss. 9604(e).  Further,  the Settling
Defendants  and/or Owner Settling  Defendant,  as appropriate,  agree to pay the
United  States  (excluding,  for this  purpose,  the Federal  PRPs) all costs it
incurs  including,  but not limited to,  attorneys'  fees and other  expenses of
litigation  and  settlement  arising from, or on account of, claims made against
the United  States  based on negligent  or other  wrongful  acts or omissions of
Settling Defendants and/or Owner Settling Defendant, their officers,  directors,
employees, agents, contractors,  subcontractors, and any persons acting on their
behalf or under their  control,  in  carrying  out  activities  pursuant to this
Consent  Decree.  The  United  States  shall  not be held  out as a party to any
contract entered into, by or on behalf of Settling  Defendants or Owner Settling
Defendant in carrying out activities  pursuant to this Consent  Decree.  Neither
the Settling Defendants, Owner Settling Defendant, nor any such contractor shall
be considered an agent of the United States.  Notwithstanding anything herein to
the contrary,  Settling  Defendants  shall not be liable to indemnify,  save and
hold  harmless  or pay the United  States'  costs under this  Paragraph  for the
negligent or wrongful acts or omissions of Owner Settling Defendant or the Owner
Settling  Defendant's  officers,  directors,   employees,  agents,  contractors,
subcontractors,  or other  persons  acting on it's behalf or under it's control.
Likewise,  Owner Settling  Defendant shall not be liable to indemnify,  save and
hold harmless or pay the United States' costs under this

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Paragraph for the negligent or wrongful acts or omissions of Settling Defendants
or Settling Defendants' officers,  directors,  employees,  agents,  contractors,
subcontractors, or other persons acting on their behalf or under their control.
                  b. The United  States shall give  Settling  Defendants  and/or
Owner  Settling  Defendant,  as  appropriate,  notice of any claim for which the
United States plans to seek  indemnification  pursuant to Paragraph  56.a.,  and
shall consult with  Settling  Defendants  and/or Owner  Settling  Defendant,  as
appropriate, prior to settling such claim.
                  57. Settling Defendants and Owner Settling Defendant waive all
claims against the United States for damages or  reimbursement or for set-off of
any payments made or to be made to the United States, arising from or on account
of any contract,  agreement,  or arrangement between any one or more of Settling
Defendants,  Owner Settling Defendant, and any person for performance of Work or
Institutional Controls implemented by Owner Settling Defendant on or relating to
the Site,  including,  but not  limited  to,  claims on account of  construction
delays.  In addition,  Settling  Defendants and Owner Settling  Defendant  shall
indemnify and hold harmless the United States with respect to any and all claims
for  damages  or  reimbursement  arising  from or on  account  of any  contract,
agreement, or arrangement between any one or more of Settling Defendants,  Owner
Settling  Defendant,  and any person for  performance  of Work or  Institutional
Controls implemented by Owner Settling Defendant on or relating to the

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Site, including, but not limited to, claims on account of construction delays.
                  58. No later than  fifteen  (15) days  before  commencing  any
on-Site Work, Settling  Defendants or their contractor or subcontractor,  as set
forth below,  shall secure,  and shall maintain  until the first  anniversary of
EPA's  Certification  of Completion of the Remedial Action pursuant to Paragraph
50 of Section XIV (Certification of Completion)] comprehensive general liability
insurance with limits of $3 million,  combined  single limit  (including  excess
umbrella  coverage),  and  automobile  liability  insurance  with  limits  of $1
million,  combined  single  limit,  naming  the United  States as an  additional
insured (including excess umbrella coverage).  In addition,  for the duration of
this Consent Decree,  Settling  Defendants  shall satisfy,  or shall ensure that
their contractors or subcontractors satisfy, all applicable laws and regulations
regarding  the  provision  of workers'  compensation  insurance  for all persons
performing  the Work on behalf of Settling  Defendants  in  furtherance  of this
Consent  Decree.  Prior to  commencement  of the Work under this Consent Decree,
Settling  Defendants  shall provide to EPA  certificates of such insurance and a
copy  of  each  insurance  policy.   Settling  Defendants  shall  resubmit  such
certificates  and  copies  of  policies  each  year  on the  anniversary  of the
Effective Date of this Consent  Decree.  If Settling  Defendants  demonstrate by
evidence  satisfactory  to EPA that any  contractor or  subcontractor  maintains
insurance equivalent to

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that  described  above,  or  insurance  covering  the same risks but in a lesser
amount,  then,  with  respect  to that  contractor  or  subcontractor,  Settling
Defendants need provide only that portion of the insurance described above which
is not maintained by the contractor or subcontractor.
                              XVIII. FORCE MAJEURE
                  59. "Force Majeure",  for purposes of this Consent Decree,  is
defined as any event  arising  from causes  beyond the  control of the  Settling
Defendants or Owner  Settling  Defendant,  of any entity  controlled by Settling
Defendants or Owner Settling  Defendant,  or their  contractors,  that delays or
prevents the  performance  of any  obligation  under this Consent Decree despite
Settling  Defendants' or Owner Settling  Defendant's best efforts to fulfill the
obligation.  The  requirement  that the Settling  Defendants  and Owner Settling
Defendant exercise "best efforts to fulfill the obligation"  includes using best
efforts to  anticipate  any  potential  Force  Majeure event and best efforts to
address the effects of any potential Force Majeure event (1) as it is occurring,
and (2)  following the potential  Force  Majeure  event,  such that the delay is
minimized to the greatest  extent  possible.  "Force  Majeure"  does not include
financial  inability to complete the Work or a failure to attain the Performance
Standards.
                  60. If any event  occurs  or has  occurred  that may delay the
performance of any obligation  under this Consent Decree,  whether or not caused
by a Force Majeure event, the Settling

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Defendants  or Owner  Settling  Defendant  shall  notify  orally  EPA's  Project
Coordinator or, in his or her absence,  EPA's Alternate Project  Coordinator or,
in the event  both of EPA's  designated  representatives  are  unavailable,  the
Director of the Office of Environmental  Cleanup, EPA Region 10, within five (5)
days of when Settling Defendants or Owner Settling Defendant first knew that the
event might cause a delay. Within five (5) days thereafter,  Settling Defendants
or Owner Settling Defendant shall provide, in writing, to EPA an explanation and
description of the reasons for the delay; the anticipated duration of the delay;
all actions  taken or to be taken to prevent or minimize  the delay;  a schedule
for  implementation of any measures to be taken to prevent or mitigate the delay
or the effect of the delay; the Settling  Defendants'  rationale for attributing
such delay to a Force Majeure event if they intend to assert such a claim; and a
statement  as to whether,  in the opinion of the  Settling  Defendants  or Owner
Settling  Defendant,  such event may cause or contribute to an  endangerment  to
public  health,  welfare or the  environment.  The Settling  Defendants or Owner
Settling  Defendant  shall include with any notice all  available  documentation
supporting their claim that the delay was attributable to a Force Majeure event.
Failure to comply with the above requirements shall preclude Settling Defendants
or Owner  Settling  Defendant from asserting any claim of Force Majeure for that
event for the period of time of such failure to comply,  and for any  additional
delay caused by such failure. Settling Defendants shall be

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deemed to know of any  circumstance  of which  Settling  Defendants,  any entity
controlled  by  Settling  Defendants  or their  contractors  knew or should have
known.  Owner Settling  Defendant shall be deemed to know of any circumstance of
which  Owner  Settling  Defendant,  any  entity  controlled  by  Owner  Settling
Defendant,  or its  contractors  knew or should  have  known.  Neither  Settling
Defendants  nor Owner  Settling  Defendant  shall be deemed to have knowledge of
circumstances  within the control of the other Party or any entity controlled by
the other Party,  and a Force  Majeure  event  hereunder  shall  include  events
arising from causes beyond the control of Settling  Defendants or Owner Settling
Defendant, as the case may be, even if such events are within the control of the
other Party or any entity controlled by the other Party.
                  61.  If EPA  agrees  that the  delay or  anticipated  delay is
attributable  to a  Force  Majeure  event,  the  time  for  performance  of  the
obligations  under this Consent  Decree that are  affected by the Force  Majeure
event will be extended by EPA for such time as is  necessary  to complete  those
obligations, but in any event, no longer than the period performance was delayed
as a result of the Force Majeure event. An extension of the time for performance
of the  obligations  affected by the Force  Majeure  event shall not, of itself,
extend the time for performance of any other unrelated  obligation.  If EPA does
not agree  that the delay or  anticipated  delay has been or will be caused by a
Force Majeure event,  EPA will notify the Settling  Defendants or Owner Settling
Defendant, in writing, of its decision. If EPA agrees

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that the delay is  attributable  to a Force Majeure  event,  EPA will notify the
Settling  Defendants or Owner Settling  Defendant,  in writing, of the length of
the extension for performance of the  obligations  affected by the Force Majeure
event.
                  62. If the Settling  Defendants  or Owner  Settling  Defendant
elect to invoke the  dispute  resolution  procedures  set forth in  Section  XIX
(Dispute Resolution)  regarding a Force Majeure event, they shall do so no later
than fifteen (15) days after  receipt of EPA's notice.  In any such  proceeding,
Settling  Defendants  or Owner  Settling  Defendant  shall  have the  burden  of
demonstrating  by a preponderance  of the evidence that the delay or anticipated
delay has been or will be caused by a Force Majeure event,  that the duration of
the  delay  or  the  extension  sought  was  or  will  be  warranted  under  the
circumstances,  that best  efforts  were  exercised  to avoid and  mitigate  the
effects of the delay, and that Settling  Defendants or Owner Settling Defendant,
as appropriate, complied with the requirements of Paragraphs 59 and 60 above. If
Settling  Defendants or Owner Settling Defendant carry this burden, the delay at
issue shall be deemed not to be a  violation  by  Settling  Defendants  or Owner
Settling Defendant of the affected  obligation of this Consent Decree identified
to EPA and, if applicable, the Court.
                             XIX. DISPUTE RESOLUTION
                  63. Unless  otherwise  expressly  provided for in this Consent
Decree, the dispute resolution procedures of this Section

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shall be the  exclusive  mechanism  to resolve  disputes  arising  under or with
respect  to this  Consent  Decree.  However,  the  procedures  set forth in this
Section shall not apply to actions by the United  States to enforce  obligations
of the Settling  Defendants  that have not been disputed in accordance with this
Section.
                  64. Any dispute  which  arises  under or with  respect to this
Consent  Decree  shall  in  the  first  instance  be  the  subject  of  informal
negotiations  between  the  parties to the  dispute.  The  period  for  informal
negotiations shall not exceed twenty (20) days from the time the dispute arises,
unless it is modified by written  agreement of the parties to the  dispute.  The
dispute  shall be  considered  to have  arisen  when one  party  sends the other
parties a written Notice of Dispute.
                  65.a. In the event that the parties  cannot  resolve a dispute
by  informal  negotiations  under the  preceding  Paragraph,  then the  position
advanced by EPA shall be  considered  binding  unless,  within  thirty (30) days
after the conclusion of the informal negotiation period,  Settling Defendants or
Owner Settling Defendant invoke the formal dispute resolution procedures of this
Section by serving on the United  States a written  Statement of Position on the
matter in dispute,  including, but not limited to, any factual data, analysis or
opinion supporting that position and any supporting documentation relied upon by
the Settling  Defendants or Owner Settling  Defendant that is not already in the
ROD administrative record

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or the post-ROD site file.  The Statement of Position shall
specify the Settling Defendants' or Owner Settling Defendant's
position as to whether formal dispute resolution should proceed
under Paragraph 66 or Paragraph 67.
                  b.  Within   thirty  (30)  days  after   receipt  of  Settling
Defendants' or Owner Settling Defendant's Statement of Position,  EPA will serve
on the appropriate Party its Statement of Position,  including,  but not limited
to, any factual  data,  analysis,  or opinion  supporting  that position and all
supporting  documentation  relied  upon by EPA  that is not  already  in the ROD
administrative  record or the post-ROD  Site file.  EPA's  Statement of Position
shall include a statement as to whether formal dispute resolution should proceed
under  Paragraph 66 or 67. Within ten (10) days after receipt of EPA's Statement
of Position, Settling Defendants or Owner Settling Defendant may submit a Reply.
                  c. If  there  is  disagreement  between  EPA and the  Settling
Defendants or Owner Settling  Defendant as to whether dispute  resolution should
proceed  under  Paragraph 66 or 67, the parties to the dispute  shall follow the
procedures  set  forth  in the  Paragraph  determined  by EPA to be  applicable.
However,  if the Settling  Defendants  or Owner  Settling  Defendant  ultimately
appeal to the Court to resolve  the  dispute,  the Court shall  determine  which
Paragraph is applicable in accordance  with the standards of  applicability  set
forth in Paragraphs 66 and 67.

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                  66. Formal dispute  resolution for disputes  pertaining to the
selection or adequacy of any  response  action and all other  disputes  that are
accorded  review on the  administrative  record under  applicable  principles of
administrative  law shall be conducted  pursuant to the  procedures set forth in
this  Paragraph.  For purposes of this  Paragraph,  the adequacy of any response
action includes,  without  limitation:  (1) the adequacy or  appropriateness  of
plans,  procedures to implement plans, or any other items requiring  approval by
EPA under this  Consent  Decree;  and (2) the  adequacy  of the  performance  of
response actions taken pursuant to this Consent Decree.  Nothing in this Consent
Decree shall be construed to allow any dispute by Settling  Defendants  or Owner
Settling Defendant regarding the validity of the ROD's provisions.
                  a. An administrative record of the dispute shall be maintained
by EPA and shall  contain  all  statements  of  position,  including  supporting
documentation,  submitted pursuant to this Section.  Where appropriate,  EPA may
allow  submission of  supplemental  statements of position by the parties to the
dispute.
                  b. The  Director  of the  Environmental  Cleanup  Office,  EPA
Region 10,  will issue a final  administrative  decision  resolving  the dispute
based on the  administrative  record  described in Paragraph 66.a. This decision
shall be binding upon the Settling  Defendants and/or Owner Settling  Defendant,
subject

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only to the right to seek judicial review pursuant to
subparagraphs c and d of this Paragraph.
                  c.  Any  administrative  decision  made  by  EPA  pursuant  to
Paragraph  66.b.  shall be reviewable by this Court,  provided that a motion for
judicial  review of the  decision is filed by the Settling  Defendants  or Owner
Settling Defendant with the Court and served on all Parties within ten (10) days
of receipt of EPA's  decision.  The motion shall  include a  description  of the
matter in  dispute,  the  efforts  made by the parties to resolve it, the relief
requested,  and the schedule,  if any, within which the dispute must be resolved
to ensure orderly  implementation of this Consent Decree. The United States may,
within  fifteen (15) days of receipt of Settling  Defendants'  or Owner Settling
Defendant's motion or such other period as the court may permit, file a response
to Settling Defendants' or Owner Settling Defendant's motion.
                  d. In proceedings on any dispute  governed by this  Paragraph,
Settling  Defendants  or Owner  Settling  Defendant  shall  have the  burden  of
demonstrating that the decision of the Office of Environmental  Cleanup Director
is arbitrary and  capricious or otherwise not in accordance  with law.  Judicial
review of EPA's decision shall be on the administrative record compiled pursuant
to subparagraph 66.a.
                  67.  Formal  dispute  resolution  for  disputes  that  neither
pertain to the  selection or adequacy of any response  action nor are  otherwise
accorded review on the administrative

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record under applicable  principles of administrative  law, shall be governed by
this Paragraph.
                  a. Following receipt of Settling Defendants' or Owner Settling
Defendant's  Statement  of  Position  submitted  pursuant to  Paragraph  65, the
Director of the Environmental  Cleanup Office, EPA Region 10, will issue a final
decision  resolving the dispute.  The Office of  Environmental  Cleanup Division
Director's  decision  shall  be  binding  on the  Settling  Defendants  or Owner
Settling Defendant unless, within ten (10) days of receipt of the decision,  the
Settling Defendants or Owner Settling Defendant file with the Court and serve on
the  parties a motion for  judicial  review of the  decision  setting  forth the
matter in  dispute,  the  efforts  made by the parties to resolve it, the relief
requested,  and the schedule,  if any, within which the dispute must be resolved
to ensure orderly  implementation of the Consent Decree.  The United States may,
within  fifteen (15) days of receipt of Settling  Defendants'  or Owner Settling
Defendant's  motion or such  other  period  that the court  may  permit,  file a
response to Settling Defendants' or Owner Settling Defendant's motion.
                  b.  Notwithstanding  Paragraph N of Section I (Background)  of
this Consent Decree,  judicial review of any dispute  governed by this Paragraph
shall be governed by applicable principles of law.
                  68. The  invocation of formal  dispute  resolution  procedures
under this Section shall not extend, postpone or

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affect in any way any  obligation of the Settling  Defendants or Owner  Settling
Defendant under this Consent Decree, not directly in dispute,  unless EPA or the
Court agrees otherwise. Stipulated penalties with respect to the disputed matter
shall  continue to accrue,  unless EPA agrees  otherwise,  but payment  shall be
stayed  pending   resolution  of  the  dispute  as  provided  in  Paragraph  72.
Notwithstanding the stay of payment,  stipulated penalties shall accrue from the
first day of noncompliance with any applicable provision of this Consent Decree.
In the event that the Settling  Defendants  or Owner  Settling  Defendant do not
prevail on the disputed  issue,  stipulated  penalties  assessed by EPA shall be
paid as provided in Section XX (Stipulated Penalties).
                            XX. STIPULATED PENALTIES
                  69.  Settling   Defendants  shall  be  liable  for  stipulated
penalties in the amounts set forth in  Paragraphs 70 and 71 to the United States
for failure to comply with the  requirements  of this Consent  Decree  specified
below,  unless excused under Section XVIII (Force  Majeure) or unless EPA elects
to waive the same or Settling  Defendants prevail in dispute  resolution.  Owner
Settling  Defendant  shall be  liable  for  stipulated  penalties  set  forth in
Paragraphs  70 and 71 to the United  States for  failure to perform  and enforce
Institutional  Controls  contained in Section IX of this Consent Decree,  unless
excused under  Section  XVIII (Force  Majeure) or unless EPA elects to waive the
same or Owner Settling Defendant prevails in dispute resolution. "Compliance"

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by Settling  Defendants and Owner Settling Defendant shall include completion of
the activities under this Consent Decree or any Work Plan or other plan approved
under this Consent  Decree  identified  below in accordance  with all applicable
requirements  of law,  this  Consent  Decree,  the SOW,  and any  plans or other
documents  approved by EPA pursuant to this Consent  Decree within the specified
time schedules established by and approved under this Consent Decree.
                  70.a.  Except as provided in subparagraph b of this Paragraph,
the following  stipulated  penalties  shall accrue per violation per day for any
noncompliance with this Consent Decree:
   Penalty Per Violation Per Day    Period of Noncompliance

                  $  300                             First through the Thirtieth
                                                     Day
                  $  700                             Thirty-first through the
                                                     Sixtieth Day
                  $1,500                             Sixty-first Day through the
                                                     Ninetieth Day
                  $5,000                             Ninety-first Day and Beyond

                  b.  The  following   stipulated  penalties  shall  accrue  per
violation  per day for  noncompliance  with  Section VI,  Paragraph  12.e.,  and
failure  to  submit  timely  or  adequate  reports,   written   documents,   and
deliverables  set forth in  Paragraphs  11 and 12 of Section VI and Section 4 of
the SOW (Performance of the Work by Settling Defendants),  Section VIII, Section
IX except to the extent  limited  in  Subparagraph  c.  below,  Section  XV, and
Section  XXIV of this  Consent  Decree,  and  failure to  perform or  adequately
perform O & M:


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  Penalty Per Violation Per Day     Period of Noncompliance

                  $  500                             First through the Thirtieth
                                                     Day
                  $1,000                             Thirty-first through the
                                                     Sixtieth Day
                  $3,000                             Sixty-first through the
                                                     Ninetieth Day
                  $7,000                             Ninety-first Day and Beyond

                  c.  Notwithstanding  the foregoing,  Owner Settling  Defendant
shall not be subject to  Stipulated  Penalties  for  failure to provide EPA with
timely notice under  Paragraph  28(b) and 29  (including  Appendices F and G) so
long  as  ARRC  has:  (i)  timely  executed  and  recorded  the  Declaration  of
Restrictive  Covenants and Notice of Remedial  Action  required under  Paragraph
28.a.; (ii) imposed the access and use restrictions  provided in Paragraph 29.a.
as a condition  of the  transfer;  and (iii)  placed the  language  contained in
Appendices F or G, or approved modified language, in the conveyance  instrument,
as required by Paragraphs  29.d. and e. Owner Settling  Defendant also shall not
be subject to stipulated  penalties in the event that any of the access  rights,
and land and water use  restrictions  provided  in  Section  IX of this  Consent
Decree,  as  supplemented  or modified  pursuant  to this  Consent  Decree,  are
determined  by a court  not to run  with  the  land or bind  subsequent  owners,
transferees, or lessees of the Site.
                  71. In the event that EPA assumes  performance of a portion or
all of the Work pursuant to Paragraph 84 of Section XXI (Covenants Not to Sue by
Plaintiff)  and the costs  associated  with that Work exceed  $25,000,  Settling
Defendants shall be

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liable  for a  stipulated  penalty  in the amount of 10% of the cost of the Work
incurred by EPA but not to exceed $250,000.
                  72. All  penalties  shall begin to accrue on the day after the
complete performance is due (for timeliness and notice violations, including but
not  limited  to,  submission  of  deliverables,  compliance  with any  schedule
contained in any Work Plan,  report,  or other plan required  under this Consent
Decree,  and notice  required  under this  Consent  Decree) or the day after EPA
notifies the  Settling  Defendants  in writing that a violation  (other than one
based on  timeliness)  has occurred,  and shall  continue to accrue  through the
final day of the correction of the  noncompliance or completion of the activity.
However,  stipulated penalties shall not accrue: (1) with respect to a deficient
submission  under  Section  XI (EPA  Approval  of Plans and Other  Submissions),
during the period, if any,  beginning on the first (1st) day after EPA's receipt
of such  submission  until the date that EPA  notifies  Settling  Defendants  in
writing of any deficiency; (2) with respect to a decision by the Director of the
Office of Environmental  Cleanup,  EPA Region 10, under Paragraph 66.b. or 67.a.
of Section XIX (Dispute Resolution), during the period, if any, beginning on the
eleventh (11th) day after the date that Settling  Defendants' (i) reply to EPA's
Statement of Position is received (for decisions under Paragraph  66.b.) or (ii)
statement  of position  under  Paragraph  65 is received  (for  decisions  under
Paragraph  67.a.)  until  the date  that the  Director  issues a final  decision
regarding such dispute;

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or (3) with  respect  to  judicial  review by this  Court of any  dispute  under
Section XIX (Dispute  Resolution),  during the period, if any,  beginning on the
31st day after the date the Settling  Defendants  or Owner  Settling  Defendants
file the motion for judicial review until the date that the Court issues a final
decision  regarding such dispute.  Nothing herein shall prevent the simultaneous
accrual of separate penalties for separate violations of this Consent Decree.
                  73. Following EPA's  determination that Settling Defendants or
Owner  Settling  Defendant  have  failed to comply  with a  requirement  of this
Consent Decree,  EPA shall give Settling  Defendants or Owner Settling Defendant
written notification of the same and describe the noncompliance.  EPA shall send
the Settling  Defendants or Owner  Settling  Defendant a written  demand for the
payment  of the  penalties.  Except  for  violations  based  on  timeliness  and
noncompliance  with a known due date or trigger  event as contained in Paragraph
72, penalties shall not accrue as provided in the preceding  Paragraph until EPA
has notified the Settling Defendants or Owner Settling Defendant in writing of a
violation.
                  74. All penalties accruing under this Section shall be due and
payable to the United States within thirty (30) days of the Settling Defendants'
or Owner  Settling  Defendant's  receipt from EPA of a demand for payment of the
penalties,   unless  the  appropriate  Parties  invoke  the  Dispute  Resolution
procedures under Section XIX (Dispute Resolution). All payments to the

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United  States  under  this  Section  shall be paid by  certified  or  cashier's
check(s) made payable to "EPA Hazardous  Substances  Superfund," shall be mailed
to:
                           Mellon Bank
                           EPA-Region 10
                           Attn:  Superfund Accounting
                           P.O. Box 360903M
                           Pittsburgh, PA 15251

and shall  indicate  that the  payment is for  stipulated  penalties,  and shall
reference  the  EPA  Region  and  Site/Spill  ID  #102P,  the  DOJ  Case  Number
90-11-3-810,  and the name and address of the party  making  payment.  Copies of
check(s)  paid  pursuant  to  this  Section,  and any  accompanying  transmittal
letter(s),  shall be sent to the  United  States as  provided  in  Section  XXVI
(Notices  and  Submissions),  and to Joseph  Penwell,  Finance  Unit,  Office of
Management Programs, Mail Stop OMP-146, 1200 Sixth Avenue, Seattle,  Washington,
98101. In the alternative,  Settling  Defendants shall make payments required by
this Paragraph to the EPA Hazardous  Substance  Superfund by FedWire  Electronic
Funds Transfer. Wire transfer instructions will be provided by EPA upon request.
                  75.  The  payment  of  penalties  shall  not  alter in any way
Settling  Defendants'  obligation  to  complete  the  performance  of  the  Work
specifically  agreed  to by  them in  this  Consent  Decree  or  Owner  Settling
Defendant's obligation to perform the Institutional Controls required by Section
IX.

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                  76.   Penalties  shall  continue  to  accrue  as  provided  in
Paragraphs 72 and 73 during any dispute  resolution period, but need not be paid
until one of the following events occur:
                  a. If the dispute is resolved by agreement or by a decision of
EPA that is not appealed to this Court, accrued penalties determined to be owing
shall be paid to EPA within fifteen (15) days of the agreement or the receipt of
EPA's decision or order;
                  b. If the  dispute  is  appealed  to this Court and the United
States  prevails  in whole or in part,  Settling  Defendants  or Owner  Settling
Defendant shall pay all accrued penalties  determined by the Court to be owed to
EPA within sixty (60) days of receipt of the Court's  decision or order,  except
as provided in Subparagraph c below;
                  c. If the District  Court's decision is appealed by any Party,
Settling  Defendants or Owner Settling Defendant shall pay all accrued penalties
determined  by the  District  Court  to be owing to the  United  States  into an
interest-bearing escrow account within sixty (60) days of receipt of the Court's
decision or order. Penalties shall be paid into this account as they continue to
accrue,  at least every sixty (60) days.  Within fifteen (15) days of receipt of
the final appellate  court  decision,  the escrow agent shall pay the balance of
the account to EPA or to Settling  Defendants or Owner Settling Defendant to the
extent that they prevail, as determined by the appellate court.

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                  77.a. If Settling  Defendants or Owner Settling Defendant fail
to  pay  stipulated   penalties  when  due,  the  United  States  may  institute
proceedings to collect the penalties,  as well as Interest.  Settling Defendants
or Owner  Settling  Defendant  shall pay Interest on the unpaid  balance,  which
shall begin to accrue on the date of demand made pursuant to Paragraph 74.
                  b.  Nothing  in this  Consent  Decree  shall be  construed  as
prohibiting,  altering,  or in any way limiting the ability of the United States
to seek any  other  remedies  or  sanctions  available  by  virtue  of  Settling
Defendants'  or Owner  Settling  Defendant's  violation of this Decree or of the
statutes and regulations upon which it is based, including,  but not limited to,
penalties pursuant to Section 122(l) of CERCLA, 42 U.S.C. ss. 9622(l). Provided,
however,  that the United  States  shall not seek civil  penalties  pursuant  to
Section 122(l) of CERCLA,  42 U.S.C. ss. 9622(l),  for any violation for which a
stipulated penalty is provided herein, except in the case of a willful violation
of the Consent Decree.
                  78.  Notwithstanding any other provision of this Section,  the
United  States  may,  in its  unreviewable  discretion,  waive  any  portion  of
stipulated penalties that have accrued pursuant to this Consent Decree.

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                     XXI. COVENANTS NOT TO SUE BY PLAINTIFF
                  79. In consideration of the actions that will be performed and
the payments that will be made by the Settling Defendants and, where applicable,
the Owner Settling Defendant,  under the terms of the Consent Decree, and except
as  specifically  provided in  Paragraphs  80, 81, and 83 of this  Section,  the
United States  covenants  not to sue or to take  administrative  action  against
Settling  Defendants and Owner Settling  Defendant  pursuant to Sections 106 and
107(a) of CERCLA, 42 U.S.C. ss.ss. 9606 and 9607(a), relating to the Site. These
covenants  not to sue shall take effect with  respect to future  liability  upon
Certification  of Completion of Remedial  Action by EPA pursuant to Paragraph 50
of Section XIV  (Certification  of  Completion).  These covenants not to sue are
conditioned upon the satisfactory  performance by Settling  Defendants and Owner
Settling  Defendant  of their  obligations  under  this  Consent  Decree.  These
covenants not to sue extend only to the Settling  Defendants  and Owner Settling
Defendant and do not extend to any other person.
                  80.    United    States'    Pre-certification    reservations.
Notwithstanding  any other provision of this Consent  Decree,  the United States
reserves,  and this  Consent  Decree  is  without  prejudice  to,  the  right to
institute  proceedings before the Court in this action or in a new action, or to
issue an administrative  order seeking to compel Settling  Defendants to perform
further  response actions relating to the Site or to reimburse the United States
for additional costs of response and/or to compel Owner

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Settling Defendant to perform Supplemental  Institutional  Controls that only it
can perform as the party in possession  and control of the property if, prior to
Certification of Completion of the Remedial Action:
                  (i)      conditions at the Site, previously unknown to EPA,
                           are discovered; or

                  (ii)     information, previously unknown to EPA, is
                           received, in whole or in part;

and these previously unknown  conditions or information  together with any other
relevant  information  indicates  that the Remedial  Action is not protective of
human health or the environment.
                  81.   United    States'    Post-certification    reservations.
Notwithstanding  any other provision of this Consent  Decree,  the United States
reserves,  and this  Consent  Decree  is  without  prejudice  to,  the  right to
institute  proceedings before the Court in this action or in a new action, or to
issue an administrative  order seeking to compel Settling  Defendants to perform
further  response actions relating to the Site or to reimburse the United States
for additional  costs of response  and/or to compel Owner Settling  Defendant to
perform  Supplemental  Institutional  Controls  that only it can  perform as the
party in possession and control of the property if,  subsequent to Certification
of Completion of the Remedial Action:
                  (i)      conditions at the Site, previously unknown to EPA,
                           are discovered; or

                  (ii)     information, previously unknown to EPA, is
                           received, in whole or in part;


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and these previously unknown conditions or this information  together with other
relevant  information  indicate  that the Remedial  Action is not  protective of
human health or the environment.
                  82. For  purposes of  Paragraph  80, the  information  and the
conditions known to EPA shall include only that information and those conditions
known to EPA as of the date the ROD was  signed  and set forth in the  Record of
Decision for the Site and the  administrative  record  supporting  the Record of
Decision. For purposes of Paragraph 81, the information and the conditions known
to EPA shall include only that  information and those conditions known to EPA as
of the date of  Certification of Completion of the Remedial Action and set forth
in the Record of Decision,  the  administrative  record supporting the Record of
Decision, the post-ROD  administrative record, or in any information received by
EPA pursuant to the  requirements of this Consent Decree prior to  Certification
of Completion of the Remedial Action.
                  83.a. General reservations of rights. The covenants not to sue
set forth  above do not  pertain  to any  matters  other  than  those  expressly
specified in Paragraph 79. The United States  reserves,  and this Consent Decree
is without prejudice to, all rights against Settling  Defendants with respect to
all other matters, including but not limited to, the following:

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                  (1) claims based on a failure by Settling Defendants to meet a
          requirement of this Consent Decree;
                  (2)  claims  seeking,  or  liability  for,  the  securing  and
implementation  of Supplemental  Institutional  Controls,  and liability for any
response  costs  incurred   relating  to  the   implementation  or  securing  of
Supplemental Institutional
Controls;
                  (3)  liability  arising  from the  past,  present,  or  future
disposal, release, or threat of release of Waste Materials outside of the Site;
                  (4)  liability  for future  disposal of Waste  Material at the
Site, other than as provided in the ROD, the Work Plan, or otherwise  ordered or
approved in writing by EPA;
                  (5)  liability for damages for injury to, destruction
          of, or loss of natural resources, and for the costs of any
natural resource damage assessments;
                  (6)  criminal liability;
                  (7)  liability  for  violations  of federal or state law which
occur during or after implementation of the Remedial Action; and
                  (8)  liability,  prior to  Certification  of Completion of the
Remedial  Action,  for  additional  response  actions  that EPA  determines  are
necessary to achieve Performance Standards, but that cannot be required pursuant
to Paragraph 15 (Modification of the SOW or Related Work Plans).

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                  b. With respect to the Owner Settling Defendant, the covenants
not to sue set forth  above do not  pertain  to any  matters  other  than  those
expressly  specified  in  Paragraph  79. The United  States  reserves,  and this
Consent  Decree is  without  prejudice  to, all rights  against  Owner  Settling
Defendant with respect to all other  matters,  including but not limited to, the
following:
                  (1) claims based on a failure by Owner  Settling  Defendant to
meet a requirement of this Consent Decree;
                  (2)  claims  seeking,  or  liability  for,  the  securing  and
implementation of Supplemental  Institutional  Controls that only Owner Settling
Defendant,  as the party in possession  and control of the property can perform,
and liability for any response costs incurred relating to the  implementation or
securing of such Supplemental Institutional Controls;
                  (3)  liability  arising  from the  past,  present,  or  future
disposal, release, or threat of release of Waste Materials outside of the Site;
                  (4)  liability  for future  disposal of Waste  Material at the
Site, other than as provided in the ROD, the Work Plan, or otherwise  ordered or
approved in writing by EPA;
                  (5)  criminal liability; and
                  (6)  liability  for  violations  of federal or state law which
occur during or after implementation of the Remedial Action.

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                  84. Work Takeover.  In the event EPA determines  that Settling
Defendants  and,  with  respect  to  implementation  of  Institutional  Controls
contained in Section IX of this Consent Decree only,  Owner  Settling  Defendant
have ceased implementation of any portion of the Work or Institutional  Controls
(except as a result of a Force  Majeure  event),  are  seriously  or  repeatedly
deficient or late in their performance of the Work or Institutional Controls, or
are implementing the Work or Institutional  Controls in a manner which may cause
an  endangerment  to  human  health  or the  environment,  EPA  may  assume  the
performance  of all or any  portions  of the  Work or may seek to  enforce  such
Institutional  Controls  required  by  Section IX as EPA  determines  necessary.
Settling  Defendants and Owner Settling  Defendant may invoke the procedures set
forth in Section XIX (Dispute  Resolution),  Paragraph 66 only, to dispute EPA's
determination  that takeover of the Work or Institutional  Controls is warranted
under this Paragraph. Costs incurred by the United States in performing the Work
and Institutional Controls pursuant to this Paragraph shall be considered Future
Response  Costs that  Settling  Defendants  shall pay  pursuant  to Section  XVI
(Reimbursement of Response Costs).
                  85.  Notwithstanding  any  other  provision  of  this  Consent
Decree,  the United States retains all authority and reserves all rights to take
any and all response actions authorized by law.


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                     XXII. COVENANTS BY SETTLING DEFENDANTS
                          AND OWNER SETTLING DEFENDANT

                  86.  Covenant  Not to  Sue.  Subject  to the  reservations  in
subparagraph  86.d.,  Settling  Defendants and Owner Settling  Defendant  hereby
covenant  not to sue and  agree  not to  assert  any  claims or causes of action
against the United States with respect to the Site, and Future Response Costs as
defined herein, or this
Consent Decree, including, but not limited to:
                  a. any direct or  indirect  claim for  reimbursement  from the
Hazardous  Substance  Superfund  (established  pursuant to the Internal  Revenue
Code, 26 U.S.C. ss. 9507) through CERCLA Sections 106(b)(2), 107, 111, 112, 113,
42 U.S.C. ss.ss.  9606(b)(2),  9607, 9611, 9612, 9613, or any other provision of
law;
                  b.  any  claims  against  the  United  States,  including  any
department, agency or instrumentality of the United States under CERCLA Sections
107 or 113, 42 U.S.C. ss.ss. 9607 or 9613, related to the Site; or
                  c. any claims arising out of response  activities at the Site,
including  claims  based on EPA's  selection of response  actions,  oversight of
response activities or approval of plans for such activities.
                  d.  Notwithstanding  the provisions of Paragraph 86.a.,  Owner
Settling  Defendant  reserves  any right it may have to pursue  the claim it has
asserted  against the United States as provided in Paragraphs 12.b. and 20.c. of
the Partial Consent Decree.

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                  e. The Settling Defendants reserve, and this Consent Decree is
without  prejudice  to,  claims  against  the  United  States,  subject  to  the
provisions  of Chapter  171 of Title 28 of the  United  States  Code,  for money
damages for injury or loss of property or personal injury or death caused by the
negligent or wrongful act or omission of any employee of the United States while
acting within the scope of his office or employment  under  circumstances  where
the United  States,  if a private  person,  would be liable to the  claimant  in
accordance  with  the  law of the  place  where  the act or  omission  occurred.
However,  any such claim shall not include a claim for any  damages  caused,  in
whole  or in  part,  by  the  act  or  omission  of any  person,  including  any
contractor,  who is not a federal  employee as that term is defined in 28 U.S.C.
ss. 2671;  nor shall any such claim include a claim based on EPA's  selection of
response actions, or the oversight or approval of the Settling Defendants' plans
or activities.  The foregoing  applies only to claims which are brought pursuant
to any statute other than CERCLA and for which the waiver of sovereign  immunity
is found in a statute other than CERCLA;
                  87.  Nothing  in  this  Consent  Decree  shall  be  deemed  to
constitute  preauthorization  of a claim  within the  meaning of Section  111 of
CERCLA, 42 U.S.C. ss. 9611, or 40 C.F.R. ss. 300.700(d).
                  88. In consideration of the mutual obligations  undertaken and
the payments to be made by the Settling  Defendants and Owner Settling Defendant
under the terms of this Consent

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Decree,  each of the Settling  Defendants and Owner Settling Defendant covenants
not to sue  any  other  Settling  Defendant  or  Owner  Settling  Defendant  for
contribution pursuant to Sections 107 or 113 of CERCLA, 42 U.S.C. ss.ss. 9607 or
9613,  any  provision  of the Resource  Conservation  and  Recovery  Act,  state
statutory or common law, or any other provision of law with respect to the Site,
including,  without  limitation,  contribution claims relating to the Work, this
Consent  Decree or payment of or  liability  for Future  Costs,  as that term is
defined in Section IV of the Partial Consent Decree, provided,  however, that as
to each Settling  Defendant and Owner Settling  Defendant,  these  covenants are
conditioned  on  performance  by each Settling  Defendant and the Owner Settling
Defendant of the  obligations  undertaken by each under this Consent  Decree and
payment of its allocated share of the costs of the Work.  These covenants not to
sue extend only to the Settling  Defendants and Owner Settling Defendant and not
to any other persons or entities.
              XXIII. EFFECT OF SETTLEMENT; CONTRIBUTION PROTECTION
                  89.  Nothing in this  Consent  Decree  shall be  construed  to
create any rights in, or grant any cause of action to, any person not a Party to
this Consent Decree.  The preceding  sentence shall not be construed to waive or
nullify any rights that any person not a signatory to this decree may have under
applicable  law.  Each of the  Parties  expressly  reserves  any and all  rights
(including, but not limited to, any right to

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contribution),  defenses, claims, demands, and causes of action which each Party
may have with respect to any matter,  transaction, or occurrence relating in any
way to the Site against any person not a Party hereto.
                  90. The Parties  agree,  and by entering  this Consent  Decree
this Court finds, that the Settling  Defendants and Owner Settling Defendant are
entitled,  as of the Effective Date of this Consent  Decree,  to protection from
contribution  actions or claims as  provided  by CERCLA  Section  113(f)(2),  42
U.S.C. ss. 9613(f)(2), for matters addressed in this Consent Decree.
                  91. The Settling Defendants and Owner Settling Defendant agree
that with  respect  to any suit or claim for  contribution  brought  by them for
matters  related to this Consent Decree they will notify the United  States,  in
writing,  no later than sixty (60) days prior to the  initiation of such suit or
claim.
                  92. The Settling  Defendants and Owner Settling Defendant also
agree that with respect to any suit or claim for  contribution  brought  against
them for  matters  related to this  Consent  Decree  they will notify the United
States in writing  within ten (10) days of service of the  complaint on them. In
addition,  Settling  Defendants  and Owner Settling  Defendant  shall notify the
United  States  within  ten (10) days of  service  or  receipt of any Motion for
Summary  Judgment  and within ten (10) days of receipt of any order from a court
setting a case for trial of matters related to this Consent Decree.

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                  93. In any subsequent  administrative  or judicial  proceeding
initiated  by the United  States for  injunctive  relief,  recovery  of response
costs, or other appropriate relief relating to the Site, Settling Defendants and
Owner Settling Defendant shall not assert, and may not maintain,  any defense or
claim based upon the principles of waiver,  res judicata,  collateral  estoppel,
issue preclusion,  claim-splitting,  or other defenses based upon any contention
that the claims raised by the United States in the subsequent proceeding were or
should have been brought in the instant case; provided, however, that nothing in
this Paragraph affects the  enforceability of the covenants not to sue set forth
in Section XXI (Covenants Not to Sue by Plaintiff).
                           XXIV. ACCESS TO INFORMATION
                  94. Subject to the terms of Paragraph 95, Settling  Defendants
and Owner Settling  Defendant shall provide to EPA, upon request,  copies of all
documents and  information  within their  possession or control or that of their
contractors   or  agents   relating  to   activities  at  the  Site  or  to  the
implementation of this Consent Decree,  including, but not limited to, sampling,
analysis, chain of custody records, manifests, trucking logs, receipts, reports,
sample  traffic  routing,  correspondence,  or other  documents  or  information
related to the Work. Settling Defendants and Owner Settling Defendant shall also
make available to EPA, for purposes of investigation,

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information gathering, or testimony, their employees, agents, or representatives
with knowledge of relevant facts concerning the performance of the Work.
                  95.a.  Settling  Defendants and Owner  Settling  Defendant may
assert business  confidentiality claims covering part or all of the documents or
information  submitted  to  Plaintiff  under this  Consent  Decree to the extent
permitted by and in accordance with Section  104(e)(7) of CERCLA,  42 U.S.C. ss.
9604(e)(7),  and 40 C.F.R. ss. 2.203(b).  Documents or information determined to
be  confidential  by EPA will be afforded the protection  specified in 40 C.F.R.
Part 2,  Subpart  B. If no claim of  confidentiality  accompanies  documents  or
information  when they are  submitted  to EPA, or if EPA has  notified  Settling
Defendants  or  Owner  Settling  Defendant  in  writing  that the  documents  or
information  are not  confidential  under the standards of Section  104(e)(7) of
CERCLA,  42  U.S.C.  ss.  9604(e)(7),  the  public  may be given  access to such
documents or information  without further notice to Settling Defendants or Owner
Settling Defendant.
                  b. The Settling  Defendants and Owner  Settling  Defendant may
assert that certain  documents,  records and other  information  are  privileged
under  the  attorney-client   privilege  or  any  other  privilege  or  doctrine
recognized  by  federal  law.  If the  Settling  Defendants  or  Owner  Settling
Defendant  assert such a privilege  in lieu of providing  documents,  they shall
provide the Plaintiff with the following: (1) the title of the document, record,
or information; (2) the date of the document, record, or

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information;  (3) the name and title of the author of the document,  record,  or
information;  (4) the name and  title of each  addressee  and  recipient;  (5) a
description of the contents of the document, record, or information: and (6) the
privilege asserted by Settling  Defendants.  However,  no documents,  reports or
other  information  created or  generated  pursuant to the  requirements  of the
Consent Decree shall be withheld on the grounds that they are privileged.
                  96. No claim of confidentiality  shall be made with respect to
any data, including, but not limited to, all sampling,  analytical,  monitoring,
hydrogeologic, scientific, chemical, or engineering data, or any other documents
or information evidencing conditions at or around the Site.
                            XXV. RETENTION OF RECORDS
                  97.  Settling  Defendants and Owner Settling  Defendant  agree
that records and documents within their possession or control that relate in any
manner to the  performance  of the Work or  liability of any person for response
actions conducted or to be conducted at the Site shall be retained in accordance
with Section VIII of the Partial Consent Decree.
                  98.  Each  Settling  Defendant  and Owner  Settling  Defendant
hereby certify individually that, to the best of its knowledge and belief, after
thorough  inquiry,  it has  not  altered,  mutilated,  discarded,  destroyed  or
otherwise  disposed of any records,  documents or other information  relating to
its potential

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liability  regarding the Site since  notification of potential  liability by the
United  States or the filing of suit against it  regarding  the Site and that it
has fully  complied  with any and all EPA requests for  information  pursuant to
Section 104(e) and 122(e) of CERCLA, 42 U.S.C. ss.ss.  9604(e) and 9622(e),  and
Section 3007 of RCRA, 42 U.S.C. ss. 6927.
                          XXVI. NOTICES AND SUBMISSIONS
                  99. Whenever,  under the terms of this Consent Decree, written
notice is required  to be given or a report or other  document is required to be
sent by one Party to another,  it shall be directed  to the  individuals  at the
addresses  specified  below,  unless those  individuals or their successors give
notice of a change to the other Parties, in writing. All notices and submissions
shall be considered effective upon receipt,  unless otherwise provided.  Written
notice as specified herein shall constitute complete satisfaction of any written
notice requirement of the Consent Decree with respect to the United States, EPA,
the Settling Defendants, and Owner Settling Defendant respectively.


As to the United States:

Chief, Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice
P.O. Box 7611
Ben Franklin Station
Washington, D.C.  20044-7611
         Re: DJ # 90-11-3-810



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As to EPA:

Lori L. Houck
Office of Regional Counsel
U.S. EPA, Region 10
ORC-158
1200 Sixth Avenue
Seattle, Washington 98101

Christopher Cora
EPA Project Coordinator
U.S. EPA, Region 10
ECL-114
1200 Sixth Avenue
Seattle, Washington 98101


As to the State:

Jennifer Roberts
State Project Coordinator
Alaska Department of Environmental Conservation
555 Cordova Street, Second Floor
Anchorage, Alaska 99501-2617


As to the Settling Defendants:

Alex Tula
Alta Geosciences, Inc.
11711 Northcreek Parkway South, Suite 101
Bothell, WA  98011-8224


As to the Owner Settling Defendant

Phyllis C. Johnson, Esq.
General Counsel
Alaska Railroad Corporation
P.O. Box 107500
327 W. Ship Creek Avenue
Anchorage, Alaska 99501


As to the Federal PRPs:

Bruce Noble
Defense Reutilization and Marketing Service
ATTN: DRMS-FHO
Federal Center  74 N. Washington Avenue
Battle Creek, MI  49017-3092

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                              XXVII. EFFECTIVE DATE
                  100. The  Effective  Date of this Consent  Decree shall be the
date upon which this Consent Decree is entered by the Court, except as otherwise
provided herein.
                        XXVIII. RETENTION OF JURISDICTION
                  101.  This Court  retains  jurisdiction  over both the subject
matter of this Consent  Decree and the Settling  Defendants  and Owner  Settling
Defendant  for the duration of the  performance  of the terms and  provisions of
this  Consent  Decree for the purpose of enabling any of the Parties to apply to
the Court at any time for such further  order,  direction,  and relief as may be
necessary or appropriate  for the  construction  or modification of this Consent
Decree,  or to effectuate or enforce  compliance  with its terms,  or to resolve
disputes in accordance with Section XIX (Dispute Resolution) hereof.
                                XXIX. APPENDICES
                  102. The following appendices are attached to and incorporated
into this Consent Decree:
         "Appendix A" is the ROD.
         "Appendix B" is the SOW.
         "Appendix C" is the legal description of the Site.
         "Appendix D" is a map of the Site.
         "Appendix E" is Declaration of Restrictive Covenants and
Notice of Remedial Action.

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         "Appendix F" is the Reservation of Access Easement and
Restrictions on Use.
         "Appendix G" is the Lease Prohibitions.
                            XXX. COMMUNITY RELATIONS
                  103.   Settling   Defendants   shall   propose  to  EPA  their
participation  in the community  relations plan to be developed by EPA. EPA will
determine  the  appropriate  role for the  Settling  Defendants  under the Plan.
Settling  Defendants  shall also  cooperate  with EPA in  providing  information
regarding the Work to the public. As requested by EPA, Settling Defendants shall
participate in the  preparation of such  information  for  dissemination  to the
public and in public  meetings  which may be held or sponsored by EPA to explain
activities at or relating to the Site.
                               XXXI. MODIFICATION
                  104. Schedules specified in this Consent Decree for completion
of the Work may be modified by agreement of EPA and the Settling Defendants. All
such modifications shall be made in writing.
                  105. Except as provided in Paragraph 14  ("Modification of the
SOW or related Work Plans"), no material  modifications shall be made to the SOW
without  written  notification  to and written  approval  of the United  States,
Settling  Defendants,  and Owner  Settling  Defendant.  The  dispute  resolution
provisions in Section XIX. of this Consent Decree shall apply to this

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Paragraph.  Prior to  providing  its  approval to any  modification,  the United
States  will  provide  the State  with a  reasonable  opportunity  to review and
comment on the proposed  modification.  No material modification to this Consent
Decree shall be made without the written approval of the United States, Settling
Defendants,  Owner Settling Defendant, and the Court, after providing the State,
and, if  appropriate,  the public,  with a reasonable  opportunity to review and
comment on the proposed modification.
                  106.  Nothing  in this  Decree  shall be  deemed  to alter the
Court's  power to enforce,  supervise or approve  modifications  to this Consent
Decree.
                XXXII. LODGING AND OPPORTUNITY FOR PUBLIC COMMENT
                  107. This Consent  Decree shall be lodged with the Court for a
period of not less than  thirty  (30) days for  public  notice  and  comment  in
accordance with Section  122(d)(2) of CERCLA, 42 U.S.C. ss.  9622(d)(2),  and 28
C.F.R.  ss. 50.7.  The United States  reserves the right to withdraw or withhold
its consent if the  comments  regarding  the Consent  Decree  disclose  facts or
considerations   which  indicate  that  the  Consent  Decree  is  inappropriate,
improper,  or  inadequate.  Settling  Defendants  and Owner  Settling  Defendant
consent to the entry of this Consent Decree without  further  notice;  provided,
however,  that this  Consent  Decree  shall not be  effective  or binding on the
Parties

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unless each and every Settling  Defendant and Owner Settling  Defendant has duly
executed this Consent Decree.
                  109.  If for any  reason the Court  should  decline to approve
this Consent  Decree in the form  presented,  this  agreement is voidable at the
sole  discretion  of any Party and the terms of the agreement may not be used as
evidence in any litigation between the Parties.
                           XXXIII. SIGNATORIES/SERVICE
                  110. Each undersigned  representative of a Settling  Defendant
and Owner Settling  Defendant to this Consent Decree and the Assistant  Attorney
General for  Environment  and Natural  Resources  of the  Department  of Justice
certifies  that he or she is fully  authorized  to  enter  into  the  terms  and
conditions of this Consent  Decree and to execute and legally bind such Party to
this document.
                  111. Each  Settling  Defendant  and Owner  Settling  Defendant
hereby  agrees not to oppose  entry of this  Consent  Decree by this Court or to
challenge  any  provision of this Consent  Decree  unless the United  States has
notified the Settling Defendants and Owner Settling Defendant,  in writing, that
it no longer supports entry of the Consent Decree.
                  112. Each  Settling  Defendant  and Owner  Settling  Defendant
shall identify, on the attached signature page, the name, address, and telephone
number of an agent who is  authorized  to accept  service  of process by mail on
behalf of that Party with

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respect  to all  matters  arising  under or  relating  to this  Consent  Decree.
Settling  Defendants and Owner Settling  Defendant  hereby agree for purposes of
this  action to accept  service in that  manner and to waive the formal  service
requirements set forth in Rule 4 of the Federal Rules of Civil Procedure and any
applicable local rules of this Court, including,  but not limited to, service of
a summons.

                  SO ORDERED THIS    24th   DAY OF January   , 1998.


                                                   /s/ John W. Sedwick
                                                   John W. Sedwick
                                                   United States District Judge

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