<PAGE>

                                                                    Exhibit 10.4

                 GUARANTEED FIXED PRICE REMEDIATION AGREEMENT
                 --------------------------------------------


     This Guaranteed Fixed Price Remediation Agreement ("Agreement") is entered
into by and between Resource Control Corporation ("RCC"), a New Jersey
corporation with offices located at P. O. Box 579 Rancocas, New Jersey 08073-
0579 and Kreisler Manufacturing Corporation ("Kreisler"), with offices located
at 180 Van Riper Avenue, Elmwood Park, New Jersey (collectively, the "Parties"),
for professional environmental services, as more specifically set forth in this
Agreement. This Agreement is effective and binding as of the __th day of
_____________, 2001 (the "Effective Date").

                                   RECITALS
                                   --------

     WHEREAS, Kreisler is engaged in the business of manufacturing at a facility
located at 180 Van Riper Avenue, Elmwood Park, New Jersey (the "Facility");

     WHEREAS, Kreisler is a tenant under a lease dated __________ 2000 ("Lease")
with T&T Investment Co. ("Landlord");

     WHEREAS, An environmental assessment of the Site, hereinafter defined, was
conducted which revealed historical discharges of various substances to both
soil and groundwater at the Site as described in the October 27, 1999 Invitation
to Bidders for Fixed Price Bid for Environmental Remediation ("Invitation to
Bidders"); and


                                       1
<PAGE>

     WHEREAS, immediately upon learning of this condition, Kreisler notified the
New Jersey Department of Environmental Protection ("Department") and retained
the services of the Whitman Companies to conduct the required inquiry and
necessary assessment of the Site in accordance with the Department's Technical
Rules for Site Remediation, N.J.A.C. 7:26E-1.1 et seq.; and
                                               -- ----

     WHEREAS, Kreisler desires to remediate the Contamination which exists at or
about the Site in accordance with the regulatory requirements of the Department;
and,
     WHEREAS, Kreisler has agreed in the Lease to remediate the Contamination.
A copy of the Lease is attached hereto and made a part hereof as Exhibit "A".

     WHEREAS, Kreisler desires to retain a qualified, experienced, and competent
professional consultant/engineer/contractor to perform the Work required by the
Department, the Lease Agreement and this Agreement; and,

     WHEREAS, RCC is ready, willing and able to perform the work required by the
Department, the Lease and this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Parties agree hereby as follows:

     1.   Definitions
          -----------
     The following Definitions shall apply throughout this Agreement unless
otherwise indicated.

     Agreement means this Agreement, including any Exhibits, and all
     ---------
Modifications.

                                       2
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     Applicable Environmental Laws shall mean any and all existing or future
     -----------------------------
federal, state and local statutes, ordinances, regulations, rules, executive
orders, standards and requirements, including any requirements imposed by common
law, concerning or relating to safety, industrial hygiene and the protection of
health and the environment including, without limitation; (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. 9601 et. seq. ("CERCLA"); (ii) the Resource Conservation and Recovery Act
            --- ----
of 1976, as amended, 42 U.S.C. 6901 et. seq. ("RCRA"); (iii) the Clean Air Act,
                                    --- ----
as amended, 42 U.S.C. 7901 et. seq.; (iv) the Clean Water Act, amended 33 U.S.C.
                           --- ----
1251 et. seq.; (v) the Hazardous Materials Transportation Act, as amended, 49
     --- ----
U.S.C. 1801 et. seq.; (vi) the New Jersey Industrial Site Recovery Act, formerly
            --- ----
known as the Environmental Cleanup Responsibility Act, as amended, N.J.S.A.
13:1K-6 et. seq. ("ISRA"); (vii) the New Jersey Spill Compensation and Control
        --- ----
Act, as amended N.J.S.A. 58:10-23.11b et. seq. ("Spill Act"); (viii) the New
                                      --- ----
Jersey Underground Storage of Hazardous Substances Act, as amended N.J.S.A.
58:10A-21 et. seq.; (ix) the New Jersey Water Pollution Control Act, as amended
          --- ----
N.J.S.A.  58:10A-1 et. seq.; and (x) the New Jersey Department of Environmental
                   --- ----
Protections Technical Rules for Site Remediation, N.J.A.C. 7:26E-1.1 et. seq.
                                                                     --- ---
("Technical Rules").

     Business Days mean Monday through Friday, except for Federal holidays.
     -------------

     Contamination means any and all substances, including Hazardous Substances,
     -------------
discovered to date and disclosed to RCC, or discovered during the course of
implementing the Work, located in soil, groundwater, or any other media at the
Site, or

                                       3
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originating at and having migrated from the Site, which Kreisler is legally
obligated to remove, control or remediate pursuant to the Lease, the New Jersey
Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et. seq., the New
                                                         --- ----
Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et. seq., or any other
                                                      --- ----
Applicable Environmental Laws.

     Days means calendar days unless otherwise indicated.
     ----

     Department means the New Jersey Department of Environmental Protection and
     ----------
any successor thereto.

     Hazardous Substances means and includes any dangerous, hazardous or toxic
     --------------------
substance, material or waste which is or becomes regulated by any local
governmental authority, the State of New Jersey, or the United States
Government. The term includes any material or substance that is (i) regulated
under any applicable state statute or regulation, as a potential threat to
health, safety or environmental quality; (ii) petroleum; (iii) asbestos
(excluding asbestos which forms part of the building structure or interior);
(iv) designated as a "hazardous substance" or "pollutant or contaminant"
pursuant to Applicable Environmental Laws; (v) defined as a "hazardous waste"
pursuant to Applicable Environmental Laws; (vi) defined as a "regulated
substance" pursuant to Applicable Environmental Laws; or (vii) defined as a
"special waste" or (viii) defined as a "residual waste".

     Include(s) or Including means including, but not limited to.
     -----------------------

     Landlord means T&T Investment Company.
     --------

     Lease means the Lease agreement between Kreisler and Landlord dated
     -----

                                       4
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October 1, 2000 attached as Exhibit "A" and made a part hereof.

     Modification means a written agreement signed by Kreisler and RCC that
     ------------
changes this Agreement.

     Other Services means construction, operations or other activities at the
     --------------
Site which are outside the scope of this Agreement or unrelated to the Work
which may be performed by or on behalf of Kreisler by a person or entity other
than RCC.

     Progress Milestones Schedule means the payment schedule set forth in
     ----------------------------
Section 13C.

     Progress Report Schedule means a schedule provided by RCC to Kreisler that
     ------------------------
details the actual progress of the Work, including any deviations from the
original schedule.

     Project means the investigation, remediation and regulatory activities at
     --------
the Site performed pursuant to the Agreement.

     Project Completion means performing all obligations under this Agreement
     ------------------
including obtaining from the Department a written No Further Action Letter as
defined in N.J.A.C. 7:26E-1.8, or equivalent ("NFA") together with a covenant
not to sue as defined in N.J.S.A. (S)58:10B-13.1, with respect to Contamination
at, about migrating from or otherwise with respect to the Site.

     Services has the meaning set forth in Section 2 of this Agreement.
     --------

     Site means the area(s) where the Work is to be performed in Elmwood Park,
     ----
New Jersey to achieve Project Completion, as generally described in the
Invitation to Bidders, and including the Facility.

                                       5
<PAGE>

     Work means all manners of things necessary to be furnished or done by or on
     ----
behalf of RCC to achieve Project Completion by performance of the Services set
forth in Section 2.

2.   Statement of Work
     -----------------

     A.   RCC shall perform or cause to be performed for the fixed fee set forth
     in Section 13A, and any additional amounts required to be paid under
     Section 13B, all necessary investigation, remediation, and regulatory
     activities (hereinafter collectively referred to as the "Services") so as
     to achieve and document Project Completion, including the following:

          (i)    Preparing and submitting to the Department a (1) Preliminary
                 Assessment/Site Investigation; (2) Remedial Investigation
                 Report and Remedial Action Work Plan; and (3) a Negative
                 Declaration Affidavit which shall meet all data and other
                 documentation requirements under the Department's Technical
                 Rules demonstrating that Project completion has been achieved.

          (ii)   All labor, materials, equipment, subcontractor charges,
                 laboratory charges, drilling fees, disposal charges, permitting
                 fees and taxes incurred by RCC in achieving Project Completion.
                 The Services shall also include payment for transportation,
                 storage, treatment and disposal of Hazardous Substances.

          (iii)  Paying for oversight charges imposed by the Department relating
                 to achieving Project Completion.

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          (iv)   Any further subsurface investigation activities which RCC or
                 the Department deems necessary to define the nature and extent
                 of the Contamination.

          (v)    Abandonment, in accordance with the Lease and Applicable
                 Environmental Laws, of any wells installed by RCC.

          (vi)   The timely preparing of any reports, documents or other
                 communications required by the Department, Applicable
                 Environmental Laws, the Lease and any insurers involved with
                 the Project.

          (vii)  With respect to the technical approach to remediation, Kreisler
                 and RCC acknowledge that additional Site investigation and
                 evaluation may be necessary before RCC can determine the
                 specific technical approach that is necessary and appropriate
                 to achieve Project Completion. RCC shall negotiate a technical
                 approach with the Department which is acceptable to the
                 Department and develop a Remedial Action Plan to implement the
                 approach approved by the Department. Kreisler and RCC
                 acknowledge that deviations from the Remedial Action Plan may
                 become necessary as the remediation proceeds and that RCC may
                 make such deviations as are reasonably necessary in order to
                 cost-effectively achieve Project Completion provided that RCC
                 (i) obtains any necessary approvals from the Department; and
                 (ii) provides Kreisler with a

                                       7
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                  reasonable opportunity to comment on any proposed deviations
                  prior to proposing them to the Department. In no event,
                  however, shall RCC propose or implement any deviations which
                  conflict with Kreisler's obligations under the Lease.

          (viii)  RCC shall present to and negotiate with the Department a
                  regulatory strategy for achieving Project Completion. The
                  regulatory strategy may include performing a risk assessment,
                  undertaking active remediation and/or establishing
                  institutional controls. Any proposed institutional controls
                  shall take into account the commercial and industrial uses of
                  the Site and may include restrictions on (1) the installation
                  of drinking-water wells on-site, and (2) development of
                  buildings or structures over soil containing Contamination
                  unless appropriate health & safety precautions are included in
                  the design and construction of such buildings or structures.
                  RCC will attempt to achieve unrestricted use of the Site
                  following Project Completion or to minimize the need for deed
                  restrictions, institutional controls, or any other
                  restrictions in the event unrestricted use of the Site is not
                  achievable. RCC shall, to the extent possible, negotiate with
                  the Department a provision for the future removal of any deed
                  or use restrictions should such restrictions become necessary.

                                       8
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          (ix)  Notwithstanding anything else to the contrary contained in this
                Agreement, nothing proposed or implemented by RCC to achieve
                Project Completion shall be contrary to Kreisler's obligations
                under the Lease and all Work shall be performed in accordance
                with the Lease.

     B.   RCC shall perform the Services, as needed, as set forth in Section 13C
     at the amounts set forth therein.

     3.   Responsibilities of Kreisler.  Kreisler shall cooperate with RCC, as
          -----------------------------
          may be reasonably necessary to the implementation of the Project,
          including by doing the following:

          (1)   Providing access for RCC's Services at the project Site;

          (2)   Obtaining access for any off-Site activities related to the
                Services;

          (3)   Supporting RCC in its negotiation of the technical remediation
                approach, regulatory strategy and scope and level of remediation
                with the Department and the Landlord;

          (4)   Continuing to make available any reports in its possession
                regarding the environmental condition of the Site; and

          (5)   Kreisler shall be listed as the owner and generator of all
                wastes and shall be responsible for signing all manifests
                required for the transportation and disposal of hazardous
                wastes.

     4.   Scheduling, Reporting and Coordination.
          ---------------------------------------

                (1)  Kreisler and RCC shall agree upon a Progress Report

                                       9
<PAGE>

                    Schedule which shall, at a minimum, be consistent with any
                    reporting requirements of the Department and any Remediation
                    Stop Loss Insurance Policy.

               (2)  During the performance of the Work, RCC shall, in accordance
                    the Progress Report Schedule, submit to Kreisler or its
                    Authorized Representative, periodic progress reports on the
                    actual progress of the Work, which shall include updated
                    schedules and copies of all correspondence and other
                    materials delivered to or received from the Department.

               (3)  RCC recognizes that Kreisler and other contractors and sub-
                    contractors under contract to Kreisler may be working
                    concurrently at the Site. RCC agrees to cooperate with
                    Kreisler and such other contractors so that the performance
                    of the Services as a whole will progress with a minimum of
                    interruption to RCC, Kreisler, other contractors, tenants,
                    licensees and invitees. RCC shall be entitled to rely on
                    Kreisler's reasonable cooperation and the reasonable
                    cooperation of Kreisler's other contractors to complete the
                    Work in a timely, orderly and efficient manner. Kreisler
                    shall provide RCC with

                                       10
<PAGE>

                    reasonable notice of other work performed or anticipated to
                    be performed at the Site to avoid interference.

               (4)  Kreisler reserves the right to perform any construction,
                    operations, or other activities at the Site which are
                    outside the scope of Work, or unrelated to the Work through
                    Kreisler's own employees or through award of separate
                    contracts to other consultants or contractors (collectively
                    "Other Services"). Upon written request from RCC, Kreisler
                    shall provide information reasonably requested by RCC
                    concerning the Other Services. Kreisler shall provide a
                    representative to meet with representatives of RCC to
                    coordinate the Work with the Other Services.

               (5)  RCC shall not interfere with the performance of such Other
                    Services at the Site and shall reasonably coordinate the
                    Work with such Other Services. Upon written request from
                    Kreisler, RCC shall provide Kreisler's contractors with
                    instructions and other information reasonably requested by
                    Kreisler, such as maps showing the location of monitoring
                    wells, recovery wells, and any other equipment on Site
                    (collectively, the "Equipment"), in order to identify the
                    location of any Equipment installed by RCC to enable such
                    contractors to avoid impeding or delaying any construction

                                       11
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                    activities at the Site and avoid any damage to or
                    destruction of the Equipment. RCC shall provide a
                    representative to meet with representatives of Kreisler or
                    Kreisler's contractors from time to time as necessary to
                    coordinate the Work with Other Services at the Site. RCC, at
                    its expense, shall relocate the planned placement of all
                    Equipment to the extent necessary to accommodate any
                    redevelopment plans for the Site, provided such plans are
                    disclosed to RCC prior to the Effective Date and in a manner
                    sufficient to identify the location, layout, and depth of
                    any redevelopment construction.

               (6)  At any time Kreisler believes that RCC is failing to
                    cooperate or coordinate adequately its activities with
                    Kreisler or Kreisler's Other Services, Kreisler shall notify
                    RCC in writing, and describe with reasonable specificity the
                    actions RCC should take. Similarly, in the event that RCC
                    believes at any time that Kreisler or contractors performing
                    Other Services, are failing to cooperate with RCC, RCC shall
                    notify Kreisler in writing and describe with reasonable
                    specificity the actions Kreisler should take. Thereafter,
                    Kreisler and RCC shall meet to mutually resolve any
                    interference issues.

                                       12
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               (7)  RCC shall submit drafts of all work plans, site assessments,
                    remedial action plans, negative declaration affidavits and
                    other reports and correspondence to Kreisler's authorized
                    representative prior to submission to the Department.
                    Kreisler shall have at least 7 days and not longer than 21
                    days in which to review the document and provide comments or
                    changes to RCC. RCC shall incorporate such comments or
                    changes when feasible and consistent with the technical and
                    regulatory approach of RCC and the Lease and shall explain
                    to Kreisler the reasons for any decision by RCC not to
                    incorporate any of Kreisler's comments or changes. Upon
                    request of Kreisler, RCC shall meet Kreisler at RCC's local
                    office or at another mutually agreeable location to discuss
                    such comments or changes. Anything to the contrary
                    notwithstanding, Kreisler reserves the right to make the
                    final decision and to approve the contents of submissions to
                    the Department, provided that Kreisler's decision on the
                    final contents of the submission are not inconsistent in any
                    material respect with the other terms and conditions of this
                    Agreement. Such approval shall not be unreasonably withheld
                    or delayed.

                                       13
<PAGE>

     5.   Cleanup.  RCC shall keep all work areas in a neat, clean and safe
          --------
          condition and in compliance with all applicable laws. RCC shall remove
          from the Site and properly dispose of all wastes generated in
          connection with the Work. Upon completion of the Work, RCC shall
          remove from the Site all of RCC's equipment and material, with the
          exception of below ground piping which may be left in place provided
          that it is properly grouted and capped at each end. The Site shall be
          left clean, safe, ready for use and in as close to its original
          condition as is reasonably practicable to the extent it can be done in
          a manner consistent with the Work.

     6.   Authorization to Proceed.  RCC shall be authorized to proceed to
          -------------------------
          perform Work upon execution of this Agreement, and submission of proof
          of bonds and insurance required by this Agreement.

     7.   Independent Contractor.  RCC shall be fully independent in performing
          ----------------------
          the Work and shall not act as Kreisler's agent or employee, but rather
          as an independent contractor retained by Kreisler to perform the Work.
          RCC shall not take any action or omit to take any action that is
          inconsistent with its status as an independent contractor under this
          Agreement. RCC shall be solely responsible for all licensing and
          permitting fees imposed in connection with the Work and for payment of
          all compensation, benefits, contributions, and taxes, if any, due its
          employees, agents, contractors, and subcontractors.

                                       14
<PAGE>

     8.   Subcontracts.  RCC shall be entitled to subcontract performance of any
          -------------
          portion of the Work under this Agreement, provided that such action
          shall not in any manner relieve RCC from responsibility for
          undertaking the Work, nor from responsibility for the actions of its
          subcontractors.

     9.   Authorized Representative.  RCC and Kreisler shall each direct
          --------------------------
          communications with each other through one designated representative
          ("Authorized Representative"). The initial Authorized Representative
          of Kreisler shall be Wallace N. Kelly and that of RCC shall be Joseph
          Russo. Each party may change its Authorized Representative by giving
          written notice to the other.

     10.  Notices to Authorized Representatives.
          --------------------------------------

          A.   RCC shall notify Kreisler's Authorized Representative, and
               Kreisler shall notify RCC's Authorized Representative within
               three Business Days of becoming aware of the occurrence of an
               event described below:

               (1)  Kreisler, RCC or any agent or subcontractor receives notice
                    of a violation of any governmental pronouncement,
                    requirement, or authorization which relates to the
                    performance of the Work;

                                       15
<PAGE>

               (2)  Proceedings are commenced or threatened which could lead to
                    the modification, revocation or abeyance of permits,
                    licenses, or other governmental authorizations which relate
                    to the Work;

               (3)  Permits, licenses, or other governmental authorizations
                    relating to the Work are suspended, modified or revoked;

               (4)  Litigation is commenced or threatened concerning or
                    affecting the Work or the Site;

               (5)  Any other condition occurs or is threatened to occur which
                    may have a materially adverse effect on the timely
                    performance of the Work, or the timely performance of any
                    duties RCC or Kreisler may have related to the Work under
                    any applicable law, regulation, ordinance, order, decree, or
                    plan.

          B.   Failure of Kreisler or RCC to provide the other with the notice
               required by this Section shall not relieve the other Party from
               any obligation it otherwise have under this Agreement except to
               the extent that failure to provide such notice has actually
               prejudiced the other Party's ability to fulfill the obligation.

     11.  Conflicts.  RCC, its agents, and subcontractors shall not, during the
          ----------
          term of this Agreement, undertake any employment or engagement, or,
          except as required by law, perform any act or allow any omission,
          which may result in a conflict with any of their respective
          obligations under this Agreement including adequately staffing the
          Work. In the event RCC is

                                       16
<PAGE>

          called upon under a purported requirement of law to do or omit
          anything which may be in violation of the foregoing, RCC shall give
          Kreisler's Authorized Representative sufficient advance written notice
          thereof to allow the matter to be contested by Kreisler.

     12.  Representations and Warrantees
          ------------------------------

          A.   RCC represents and warrants that:

               1.   Standard of Care.  It is qualified to perform the Work
                    -----------------
                    requested by this Agreement and that it has sufficient
                    expertise and experience to accomplish the Work. RCC
                    represents and warrants that it shall perform the Work and
                    all other obligations under this Agreement in compliance
                    with this Agreement, the Lease and all applicable laws
                    including Applicable Environmental Laws, and the standards
                    of care and diligence normally practiced by nationally
                    recognized firms performing Services of a similar nature.

               2.   Remediation Guarantee.  It will fulfill all its obligations
                    ----------------------
                    under this Agreement necessary to achieve Project
                    Completion, regardless of the expense or difficulty of same;
                    subject to the Representation and Warranty of Kreisler
                    contained in Subsection B 1, Existing Conditions. RCC

                                       17
<PAGE>

                    agrees that it shall bear the full risk of any unexpected or
                    unanticipated cost increase in the Work, including:

                    (i)    unknown Contamination discovered during conduct of
                           the Work;

                    (ii)   increased levels or quantities of currently known
                           Contamination;

                    (iii)  cost overruns, including costs related to use of
                           ineffective methods or procedures; and

                    (iv)   changes in Applicable Environmental Laws.

               3.   Financial Resources.  It has the financial resources to
                    --------------------
                    fulfill all the obligations of this Agreement with diligence
                    to Project Completion, even if the Contamination exceeds
                    RCC's estimate thereof, and RCC agrees to use such resources
                    as necessary to diligently achieve Project Completion.

               4.   Necessary Skills.  It has all the necessary skills,
                    -----------------
                    training, and expertise required to accomplish the
                    requirements of this Agreement and is experienced in
                    providing services at similar sites involving similar
                    environmental conditions.

               5.   Adequate Staffing.  It will furnish a competent and adequate
                    ------------------
                    staff as necessary for the proper, diligent and timely
                    administration, performance, coordination, and

                                       18
<PAGE>

                    supervision of the Work; organize the procurement of all
                    materials and equipment so that they will be available at
                    the time they are needed for performance of the Work; and
                    keep an adequate force of skilled staff on the job to
                    complete the Work in accordance with the provisions of this
                    Agreement.

               6.   Subcontractors.  It will pay promptly its subcontractors all
                    ---------------
                    amounts due and payable and shall indemnify, defend, and
                    hold Kreisler and Landlord harmless from any claims or liens
                    of subcontractors. Kreisler reserves the right to pay
                    directly any undisputed amounts otherwise due subcontractors
                    and offset amounts otherwise due RCC. Nothing herein shall
                    imply any obligation of Kreisler to directly pay any
                    subcontractor.

               7.   Supervision.  It shall supervise and direct the Work, using
                    ------------
                    RCC's best skill and attention. Subject to provisions to the
                    contrary, RCC shall be responsible for and have complete
                    control over: (1) performance means, methods, techniques,
                    sequences, and procedures, (2) health or safety precautions
                    and programs in connection with the Work, and (3)
                    coordinating the Work under the Agreement, unless

                                       19
<PAGE>

                    directed otherwise by Kreisler or its Authorized
                    Representative.

               8.   Site Investigation. It has had an adequate opportunity to
                    ------------------
                    visit the Site and off-site properties, to study relevant
                    documents concerning the Site and off-site properties, and
                    to conduct such other investigations as RCC deemed
                    necessary, prior to entering into this Agreement.

B.   Kreisler represents and warrants that:
     -------------------------------------
     1.        Existing Conditions.  It made available to RCC all relevant
               -------------------
               information in its possession regarding existing environmental,
               geologic and geotechnical conditions of the Site and it provided
               to RCC, in writing, all criteria, preliminary design, plans and
               all other information relating to Kreisler's requirements for the
               Project, including, but not limited to, plot plans, topographic
               surveys, hydrogeologic data, previous soil data, field or
               laboratory tests and written reports.

13.  Contract Price and Payment
     --------------------------
               A.   Contract Price.  RCC shall receive the total fixed price of
                    ---------------
                    $2,115,122 ("Contract Price") and an additional sum of
                    $22,000 as set forth herein ("Additional Sum").  Neither the
                    Contract Price, nor the Additional Sum include reimbursement
                    for the cost of Bonds required by Section

                                       20
<PAGE>

                    15G. No adjustments will be made to the Contract Price,
                    including any arising from the conditions set forth in
                    Section 12A(2), Remediation Guarantee, except as expressly
                    set forth in Section 13B below.

               B.   Contingent Payments.
                    --------------------
                    (1) RCC has advised Kreisler that, based upon Site sampling
                        performed by RCC on or about February 21, 2001, and
                        reported in a certain letter dated April 16, 2001, there
                        is the potential need for additional off-site
                        remediation in the down-gradient area of Fleischer Brook
                        ("Fleischer Brook Area of Concern" or "Fleischer Brook
                        AOC"). If additional Services are required in connection
                        with the Fleischer Brook AOC, all such Services shall be
                        performed by RCC or under its direction on a unit price
                        basis of $8,000 for the first 20 tons of soil; an
                        additional $16,000 for 21 to 60 tons of soil; an
                        additional $16,000 for 61 to 100 tons of soil; an
                        additional $40,000 for 101 to 200 tons, and an
                        additional $50,000 for all quantities over 200 tons of
                        soil, with a not to exceed aggregate price of $ 130,000.

                    (2) RCC has also advised Kreisler that, in addition to the
                        areas requiring remediation identified in its proposal

                                       21
<PAGE>

                        and the Fleischer Brook AOC, several previously
                        uninvestigated floor drains in the central portion of
                        the Facility represent other areas of concern ("AOC")
                        which, following additional investigation to be
                        performed by RCC under Section 2.A. above, may require
                        additional remediation. If additional Services are
                        required with respect to said additional AOCs, RCC shall
                        perform or cause to be performed all such Services on a
                        unit price basis of $ 35,000 for the first 5,000 square
                        feet of additional remediation area, an additional $
                        60,000 for 5,000 to 15,000 square feet of additional
                        remediation area, and an additional $ 100,000 for over
                        15,000 square feet of additional remediation area, with
                        a not to exceed aggregate price of $ 195,000.

                    (3) RCC shall perform any and all additional Services
                        necessary to address any other AOCs, potential AOCs, or
                        areas of contamination at or with respect to the Site at
                        no additional cost to Kreisler.

               C.   Payment Schedule.  In connection with payment of the
                    -----------------
                    Contract Price, an Initial Payment of 12% of the Contract
                    Price shall be made to RCC upon execution of this Agreement,
                    plus the cost of the Bond premiums which shall

                                       22
<PAGE>

                    reimburse RCC for previous payments of same. The balance of
                    the Contract Price shall be paid to RCC in the form of
                    progress payments according to the Progress Milestones
                    Schedule described below. If a Milestone is eliminated from
                    the Work, its associated payment shall be made to RCC upon
                    accomplishment of the activities that replace the eliminated
                    Milestone, or if no activity replaces the Milestone, upon
                    accomplishment of the next scheduled Milestone.

          (1)  The Second Payment of 14% of the Contract Price shall be paid to
               RCC upon completion of remedial investigations and submission of
               the remedial investigation technical report to the Department.

          (2)  The third payment of 7% of the Contract Price shall be paid to
               RCC upon completion of a pilot test or feasibility study and
               submission of the pilot test or feasibility study report to the
               Department.

          (3)  The fourth payment of 6% of the Contract Price shall be paid to
               RCC upon submission of a Remedial Action Plan to the Department.

          (4)  The fifth payment of 13% of the Contract Price shall be paid to
               RCC following the completion of the soil excavation activities.

                                       23
<PAGE>

          (5)  The sixth payment of 13% of the Contract Price shall be paid to
               RCC following receipt of the Department's approval of the
               Remedial Action Work Plan and subsequent startup of the
               remediation system and submission of a startup report to the
               Department.

          (6)  The seventh through eighteenth payments of 2% each of the
               Contract Price will be paid to RCC on a quarterly basis for up to
               3 years commencing with the quarter following payment 6. These
               progress payments are associated with a possible operation and
               maintenance period prior to RCC's obtaining a conditional NFA for
               groundwater from the Department. If the operation and maintenance
               period exceeds three years, RCC (at its sole cost) will continue
               to perform the operation and maintenance, as required, until
               Project Completion.

          (6)  Upon obtaining a conditional NFA for groundwater, Kreisler shall
               pay to RCC:

               (i)  11% of the Contract Price and

               (ii) the equivalent of interest on the Adjusted Contract Price at
                    an interest rate of 5.29% per annum over the Period of
                    Calculation (both defined below). Adjusted Contract Price is
                    defined as the Contract Price, net of the Initial Payment,
                    decreased over the Period of Calculation to reflect all

                                       24
<PAGE>

                    payments of the Contract Price. The Period for Calculation
                    begins with the date of the Authorization to Proceed and
                    ends with the earlier of the date of obtaining a conditional
                    NFA for groundwater, or 6 years after the date of
                    Authorization to Proceed, whichever is earlier.

          (7)  RCC will be paid $7,300 of the Additional Sum upon submission to
               Kreisler of a written report setting forth the results of the
               first round of sampling following receipt of the conditional NFA
               for groundwater. The balance of the Additional Sum is of $14,700
               will be paid upon Project Completion.

          (8)  Kreisler shall pay RCC any amounts due under Section 13B, in
               accordance with Section 13D.

     D.   Payment Documentation.  Kreisler shall make payments to RCC in
          ----------------------
          accordance with the Payment Schedule in Section 13 C. Upon
          accomplishing each milestone, or, in the case of amounts payable to
          RCC under Section 13B, for all Services performed by RCC during the
          previous thirty days (subject to the overall limits set forth in
          Section 13B), RCC shall submit an invoice therefore together with
          appropriate evidence of the accomplishment of the milestone, or of the
          Services performed in the case of Section 13 B, to Kreisler's
          Authorized Representative, (e.g., a copy of a report and a signed
          return receipt of the report by the Department) or certified payroll
          records and material invoices (including treatment or

                                       25
<PAGE>

          disposal documentation) in the case of Section 13 B. Kreisler shall
          issue the payment to RCC within twenty-one (21) days after receipt of
          the invoice and supporting documentation unless Kreisler submits to
          RCC a written objection within fourteen (14) days after Kreisler's
          receipt of the invoice. Each objection shall set forth with reasonable
          specificity the nature of the objection. In the event notice of
          objection to an invoice is provided as required herein, Kreisler and
          RCC shall use their best efforts to resolve the objection to the
          disputed invoice. Payment of any undisputed portion of the disputed
          invoice shall be due thirty (30) days after the Authorized
          Representative's receipt of the invoice. Payment of the disputed
          portion of the disputed invoice shall be due twenty-one (21) days
          after the Parties' resolution of the disputed invoice. All objections
          to invoices that have not been resolved within 60 days of receipt of
          the objection by RCC shall be subject to binding Arbitration as
          provided herein. Objections to payment of invoices must be based on
          one or more of the following reasons:

               1.   RCC has failed to complete the Payment Milestones in
                    question;

               2.   Work was not performed in accordance with the Agreement;

                                       26
<PAGE>

               3.   RCC has failed to make payments in accordance with the terms
                    of RCC's contracts with its subcontractors or for labor,
                    materials, or equipment supplied to the Site,

               4.   A claim against Kreisler or the Site, has been filed by a
                    third party, in connection with the Work performed by RCC;

               5.   RCC has caused damage to Kreisler or the Site, or to other
                    contractors at the Site or RCC is otherwise failing to
                    comply with a material provision of the Agreement, or

               6.   Work performed and paid for under prior Milestones, or
                    invoices in the case of Section 13 B, is found to be
                    deficient.

     14.  Contract Performance Schedule
          -----------------------------

          RCC shall use its best efforts to achieve Project Completion, as
     expeditiously as possible, consistent with the Project Milestones.

     15.  Insurance
          ---------

     A.   Required Insurance.
          -------------------

          (1)  RCC shall maintain, at its own expense and for the period set
               forth in Section 15 C, Terms of Coverage, the following insurance
               coverage in the following amounts:

               (i)  Worker's Compensation and Employer's Liability Insurance in
                    an amount not less than that prescribed by law;

                                       27
<PAGE>

               (ii)   Comprehensive Automobile Liability Insurance (owned, non-
                      owned, and hired) with limits of one million dollars
                      ($1,000,000) per occurrence and two million dollars
                      ($2,000,000) in the aggregate and umbrella and excess
                      coverage, with a limit of seven million dollars
                      ($7,000,000) (as long as such limit is commercially,
                      reasonably available, otherwise, the maximum amount which
                      is commercially, reasonably available);

               (iii)  Commercial General Liability Insurance with limits of one
                      million dollars ($1,000,000) per occurrence and two
                      million dollars ($2,000,000) in the aggregate which policy
                      shall have broad-form contractual liability coverage and
                      such endorsements as may be reasonably acceptable to
                      Kreisler and umbrella and excess coverage with a limit of
                      seven million dollars ($7,000,000) each incident and in
                      the aggregate (as long as such limit is commercially,
                      reasonably available, otherwise, the maximum amount which
                      is commercially, reasonably available); and

               (iv)   Professional Errors and Omissions and Contractor's
                      Pollution Legal Liability Insurance with limits of two
                      million dollars ($2,000,000) per incident and in the
                      aggregate and umbrella and excess coverage, with a limit
                      of

                                       28
<PAGE>

                      seven million dollars ($7,000,000) (as long as such limit
                      is commercially, reasonably available, otherwise, the
                      maximum amount which is commercially, reasonably
                      available);

          (2)  RCC's Commercial General Liability, Professional Errors and
               Omissions and Pollution Legal Liability coverage may be provided
               under one policy, but with separate deductibles and coverage as
               set forth herein.

     B.   Remediation Stop Loss Insurance.  In its sole discretion, Kreisler may
          --------------------------------
          elect to purchase Remediation Stop Loss Insurance.  Under such
          circumstances, Kreisler agrees to add RCC as an additional insured.
          The purchase of such insurance by Kreisler, however shall not relieve
          RCC of any of its obligations under this Agreement including its
          obligation to perform the Services and any additional Services as set
          forth in Section 13B for the Contract Price, the Additional Sum and
          any Contingent Payments.

     C.   Term of Coverage.  With respect to Sections  15 A, insurance of a
          -----------------
          sufficient magnitude to satisfy the foregoing shall be maintained
          during the course of the Work and for at least four years following
          the termination of the Agreement or the completion of the Work under
          this Agreement.  The required insurance shall provide coverage for the
          acts and omissions of RCC, its agents, employees, contractors, and
          subcontractors, and shall

                                       29
<PAGE>

          contain broad-form contractual liability coverage. All policies shall
          be issued on an "occurrence" basis. All policies shall require that
          Kreisler be provided with thirty (30) days advance written notice of
          cancellation, reduction, change, or non-renewal of each such policy.
          Proof of insurance shall be provided by RCC at execution of this
          Agreement and will be kept up to date at all times by RCC. In the
          event a Professional Errors and Omissions and Contractor's or
          Pollution Legal Liability Insurance policy is to be terminated, RCC
          shall prevent any gap in coverage during the course of the Work and
          for four (4) years thereafter by either (i) extending the present
          policy to cover the time period before a new policy is obtained or
          (ii) purchasing a new policy which relates back to cover the
          appropriate time period. The provisions of this Section 15C shall
          survive the completion of the Work or termination of this Agreement.

     D.   Copy of Policy.  If requested, a current copy of any of the insurance
          ---------------
          policies required under this Agreement shall be provided to Kreisler
          by RCC.  RCC represents and warrants that, except as described in
          detail in Exhibit "B", attached and made a part hereof for all
          purposes, RCC is not the subject of or a party to any claim, demand,
          mediation, arbitration, lawsuit, or judgment as would threaten
          availability of the insurance coverage required under this Agreement.
          RCC shall promptly update the information on Exhibit "B" whenever a
          material change in said information occurs.

                                       30
<PAGE>

     E.   Named as Additional Insureds. Kreisler shall be named as an additional
          -----------------------------
          additional insured with waiver of subrogation rights on all insurance
          coverage provided by RCC as per Sections 15 A and 15 B, except
          worker's compensation and Professional Liability Errors and Omissions
          coverage or except where Kreisler shall decline same in advance and in
          writing.

     F.   Waiver of Rights.  Kreisler and RCC waive all rights against one
          -----------------
          another for all losses and damages to the extent covered and actually
          paid by the policies of insurance provided for herein and applicable
          to the Work.

     G.   Bonds.  Following execution of this Agreement, but later than
          ------
          commencement of the excavation and remediation system construction
          portion of the Project, RCC shall provide Kreisler, at Kreisler's
          expense, a Labor and Materialman Bond and a Performance Bond
          (collectively, "Bonds") in amounts each equal to the estimated cost of
          the excavation and remediation system construction portion of the
          Project, $1,243,190.  The cost of the Bonds shall not exceed $25,000.
          Such Bonds shall be:

               (i)   issued by a surety company authorized to do business in New
                     Jersey and acceptable to Kreisler; and

               (ii)  in a form acceptable to Kreisler.

     16.  Financial
          ---------

     A.   Control of Management RCC shall be solely responsible for and Kreisler
          ---------------------
          shall have no right with respect to the management of RCC's own
          internal

                                       31
<PAGE>

          affairs, including, without limitation, those relating to its
          compliance with laws, regulations and rules governing its formation,
          preservation and functioning as a corporation and its management,
          accounting policies, insurance programs, shareholder and labor
          relations, as related to RCC's performance of the Work under this
          Agreement, and otherwise.

     B.   Financial Statements.  Upon Kreisler's written request, at any time,
          ---------------------
          RCC shall provide Kreisler with such financial statements as are
          available to provide information relative to the financial ability of
          RCC to perform the Work under this Agreement and to otherwise satisfy
          its obligations hereunder. Kreisler shall maintain the confidentiality
          of, and not disclose the information to anyone (other than officers of
          Kreisler, Kreisler's counsel, or Kreisler's lenders, who shall be
          required to sign a Confidentiality Agreement). All such financial
          statements must be prepared in accordance with Generally Accepted
          Accounting Principles ("GAAP") consistently applied and must fairly
          present the financial condition and results of operations of RCC for
          the periods covered hereby.

     17.  Assignment of Kreisler's Rights to Future Buyer
          -----------------------------------------------

          It is understood that Kreisler may convey or assign its rights under
     this Agreement (provided Kreisler's duties and obligations hereunder are
     delegated to and assumed in full by a buyer and/or assignee) in conjunction
     with a transfer or sale of all or a portion of its business. In the event
     of a subsequent disposition of all or a portion of the business, RCC shall
     agree that a buyer and/or assignee or a

                                       32
<PAGE>

     foreclosing lender or other similar party may succeed to the rights of
     Kreisler in connection with the Project, subject to additional conditions
     that (1) RCC's rights and obligations shall remain intact and unaffected by
     any such disposition of the business or portion thereof and (2) buyer's
     and/or assignee's rights shall not be any greater than Kreisler's
     hereunder, or enlarged with respect to enforcement or carrying-out of any
     corresponding obligations of RCC vis-a-vis the rights and privileges of
     Kreisler. It is a condition of the assignment hereunder of Kreisler's
     rights to future buyers, that if portions of the business are sold to more
     than one buyer, the assignee of the Lease for the Facility, or, if none,
     the buyer of a majority of Kreisler's assets, shall represent the buyers
     for purposes of administering and completing the performance of this
     Agreement.

     18.  Kreisler's Remedies
          -------------------

     A.   Partial Takeover of Work.  If RCC fails or refuses to perform the Work
          ------------------------
          in accordance with this Agreement, Kreisler, without prejudice to any
          other right or remedy Kreisler may have at law or equity, or under
          this Agreement, may, after giving notice:

          (1)  Terminate the Agreement for Cause as set forth in Section 18 B;

          (2)  Order RCC to stop performance of the Work, or any portion
               thereof, until the failure to perform has been eliminated by RCC
               at RCC's cost and expense. However, the right of Kreisler to
               order RCC to stop performance of the Work shall not give rise to
               a duty on the part of Kreisler to exercise this right for the
               benefit of RCC

                                       33
<PAGE>

               or any other person or entity;

          (3)  Perform the Work, using its own employees and equipment, or the
               employees and equipment of another and/or the equipment of RCC at
               the site or RCC's agents or subcontractors (without liability for
               trespass or conversion), after giving ten (10) Business Days
               written notice to RCC and, its Surety. Kreisler may deduct from
               the payments then or thereafter due to RCC the cost of performing
               such Work, including, but not limited to, the cost of additional
               engineering and management made necessary by RCC's failure to
               perform such Work and interest on any funds advanced by Kreisler
               for such costs at (i) the rate of 5.29% per annum from the date
               of each such advance until payment thereof by RCC, or (ii) the
               maximum nonusurious rate authorized or allowed by applicable law,
               if greater.

          (4)  Following notice, RCC shall have ten (10) Business Days to cure
               any failure or refusal to properly perform the Work before
               Kreisler may exercise its rights under this Section.

     B.   Termination for Cause.  Notice of Termination for Cause, as defined in
          ----------------------
          Section 18 C shall be by written notice ("Termination Notice") from
          Kreisler to RCC and its Surety at least ten (10) business days prior
          to the proposed termination date ("Termination Date"); provided,
          however, this ten (10) day period may be extended at the discretion of
          Kreisler to allow for cure by RCC. RCC shall have until the
          Termination Date to cure the

                                       34
<PAGE>

          default. If the default is cured prior to the Termination Date, as
          acknowledged in writing by Kreisler, the Termination Notice shall
          automatically be deemed of no further force or effect. Termination for
          Cause shall be effective in the manner specified in the Termination
          Notice and shall be without prejudice to any claims of Kreisler under
          law or equity or any other provision of this Agreement.

          Upon termination of this Agreement by Kreisler pursuant to this
          Section 18 B, the following may occur at the sole discretion of
          Kreisler:

          (1)  Kreisler may call upon the Surety to complete the Work under the
               Performance Bond.

          (2)  Kreisler may take possession of any or all materials and
               equipment, tools, and construction equipment (owned by RCC) at
               the Site and finish the Work by whatever method Kreisler may deem
               expedient.

          (3)  RCC shall, upon request by Kreisler, promptly advise Kreisler of
               all outstanding unperformed or uncompleted subcontracts, rental
               agreements, and purchase orders which RCC has with others
               pertaining to performance of the Work and furnish Kreisler with
               complete copies thereof. Upon request by Kreisler, RCC shall
               assign to Kreisler, without expense to Kreisler, and by
               instrument in form and content satisfactory to Kreisler, RCC's
               title to materials and equipment previously paid for, and those
               subcontracts, rental agreements, and purchase orders designated
               by Kreisler.

                                       35
<PAGE>

          (4)  RCC shall be entitled to receive payment pursuant to Section 13 B
               for Work performed in accordance with the terms of this Agreement
               up until the Termination Date less excess cost to compete. If the
               sum of the cost to Kreisler to complete the Work plus amounts
               previously paid to RCC for the Work exceed the Contract Price for
               the completed Work, RCC shall promptly pay the difference to
               Kreisler.

          (5)  Kreisler shall have the right to waive an event of default and
               such waiver shall not waive future defaults by RCC, nor estop
               Kreisler from asserting such future defaults as a basis for
               termination.

     C.   Termination for Cause by Kreisler.  With respect to RCC, the following
          ----------------------------------
          shall constitute "Cause":

          (1)  If the Work is not diligently performed;

          (2)  If the Work is not performed in accordance with the material
               provisions of this Agreement; or RCC otherwise fails to comply
               with a material provision of the Agreement.

          (3)  If RCC fails to comply with applicable laws, rules, regulations,
               statutes, permits, orders or ordinances, including Applicable
               Environmental Laws, (hereinafter collectively referred to as
               "Applicable Laws") pertaining to the Work;

                                       36
<PAGE>

          (4)  If any voluntary proceedings in bankruptcy or insolvency are
               commenced by or against RCC, except if withdrawn within 60 days;
               and/or

          (5)  If RCC commits any act of bankruptcy or becomes insolvent or
               unable to meet its debts as they mature.

          If RCC is in default under this Agreement, and notwithstanding Section
          26 B, Arbitration or Disputes, Kreisler shall, in addition to the
          termination rights set forth herein, have all rights and remedies
          available to it at law or in equity, including, without limitation,
          the right to seek specific performance to enforce this Agreement.
          Nothing contained in the foregoing sentence shall be deemed to imply
          that Kreisler shall have the right to terminate this Agreement for any
          reason other than "cause" or prior to the Termination Date.

     C.   Disengagement Services.  Upon Termination for Cause by Kreisler, RCC
          -----------------------
          shall, upon Kreisler's written request, perform such Services as
          Kreisler reasonably deems necessary to preserve and protect the Work
          already in progress and to dispose of any property as requested by
          Kreisler or its Authorized Representative.

     19.  Notice of Breach by RCC
          -----------------------

          Following written notice and a ten (10) Business Day opportunity to
     cure (or such longer period as allowed by RCC), RCC may declare Kreisler in
     breach of the Agreement ("Breach") and stop performance.  Notwithstanding
     the previous

                                       37
<PAGE>

     sentence, RCC shall not stop performance if the validity of the Breach is
     subject to Section B Arbitration of Disputes.

     20.  Definition of Breach.  With respect to Kreisler, the following shall
          ---------------------
     constitute a Breach.

          (1)  If Kreisler wrongfully withholds payment to RCC under Section 13D
               for the undisputed portion of valid invoices;

          (2)  If Kreisler fails to timely pay RCC any undisputed amounts owed
               to RCC by Kreisler hereunder; or,

          (3)  If Kreisler or Landlord wrongfully prevent RCC from performing
               its material duties and obligations under this Agreement.

     21.  Termination without Cause or Breach
          -----------------------------------

          Neither party shall have the unilateral right to terminate this
          Agreement without Cause or Breach.

     22.  Indemnities and Limitation of Damages
          -------------------------------------

     A.   Indemnity by RCC.  RCC agrees to indemnify, hold harmless, and defend
          -----------------
          (with attorneys reasonably acceptable to the applicable indemnified
          Party) Kreisler, Kreisler's directors, officers, employees, agents,
          representatives, shareholders, partners, investors, affiliates,
          parents, subsidiaries, successors, assigns and Landlord from and
          against losses, damages, interest, liabilities, proceedings, causes of
          action, claims, suits, demands, actions, judgments, fines, penalties,
          costs, and expenses (hereinafter collectively referred to as
          "Claims"), which any or all of them

                                       38
<PAGE>

          may become responsible for or pay out to the extent resulting from or
          arising out of:

          (1)  Performance of the Work by RCC or its employees, agents,
               representatives, contractors, subcontractors, successors, or
               assigns; or,

          (2)  Any breach of this Agreement by RCC or its employees, agents,
               representatives, contractors, subcontractors, successors, or
               assigns.

     B.   Indemnity by Kreisler.  Kreisler agrees to indemnify, hold harmless,
          ----------------------
          and defend (with attorneys reasonably acceptable to the applicable
          indemnified Party) RCC, the affiliated companies of RCC, and all of
          their respective directors, officers, employees, agents,
          representatives, shareholders, partners, affiliates, parents,
          subsidiaries, successors, and assigns from and against any Claims
          which any or all of them may become responsible for or pay out to the
          extent resulting from or arising out of:

          (1)  Performance by Kreisler of any of its obligations under the
               Agreement; or,

          (2)  Any breach of this Agreement by Kreisler or its employees,
               agents, contractors, subcontractors, successors, or assigns.

          (3)  Environmental conditions existing at the Site prior to entry by
               RCC onto the Site; provided that this Section shall not cover the
               conduct of the Work by RCC under this Agreement or the
               exacerbation of such environmental conditions by RCC.

                                       39
<PAGE>

          (4)  Natural Resources Damages except to the extent actions of RCC
               cause or contribute to such damages.

          (5)  Any violation or fines imposed by regulatory agencies due to
               delay of project implementation prior to execution of this
               Agreement.

     C.   Joint Act or Omission.  In the event a claim for which indemnification
          ----------------------
          is sought involves the joint action and/or omission of Kreisler and
          RCC or those for whom either is responsible under this Agreement, then
          it is the Parties' desire and intent that each Party be responsible to
          the extent of its own act or omission and that neither Party be
          responsible for the other's act or omission.

     D.   Claim by Agent or Subcontractor.  In the event of claims against any
          --------------------------------
          person or entity indemnified above by any direct or indirect agent or
          employee of RCC, or its subcontractors, or of anyone for whose acts or
          omissions RCC or its subcontractors may be liable, the indemnification
          obligation under this Section shall not be limited by a limitation of
          any amount or type of damages, compensation, or benefits payable to
          said employee or agent contained in any worker's compensation acts,
          disability benefit acts, or other employee benefit acts or in any
          subcontract.

     E.   Claims by Landlord
          ------------------

          RCC acknowledges that Landlord is the owner of the Facility and the
          landlord of Kreisler under a lease for the Facility.  Nothing herein
          is intended to relieve RCC from liability, including liability under
          any

                                       40
<PAGE>

          indemnification, for harm to Landlord or the Facility caused by RCC's
          acts or omissions.

     F.   Punitive Damages.  Neither Party shall, as a result of the performance
          -----------------
          of the Work or this Agreement, be liable to the other, whether in
          contract (including indemnification hereunder), tort, or otherwise,
          for punitive damages, and each Party hereby waives any statutory
          rights under law to assert or recover same.

     G.   Consequential Damages.  With respect to any legal proceeding or
          ----------------------
          dispute between the Parties, neither Party will be held liable to the
          other for consequential, special or incidental damages of any kind,
          regardless of how caused or the theory on which asserted.

     23.  Force Majeure
          -------------

     A.   Force Majeure Event.  Neither Party shall be deemed in default or
          --------------------
          breach of this Agreement to the extent that any delay or other failure
          to perform its obligations as required pursuant to the Agreement
          results without its fault or negligence from an event of "Force
          Majeure." For purposes of this Agreement, the term "Force Majeure"
          shall be defined as follows: any event arising from causes beyond the
          reasonable control of the Parties (other than a Party's lack of or
          inability to obtain funds to fulfill its obligations or undertakings
          under this Agreement) that is not foreseeable, that delays the
          performance of any obligation arising under this Agreement, including,
          acts of God, labor disputes, strikes, vandalism,

                                       41
<PAGE>

          fires, floods, or weather conditions which would prevent or impair the
          performance of the Work. Upon the occurrence of any event claimed by a
          Party to be Force Majeure, the claiming Party shall notify the other
          Party promptly of the occurrence of such event, followed by written
          notification thereof given within three (3) calendar days after the
          date the claiming Party discovered or should have discovered the event
          of Force Majeure has occurred. The written notification shall contain
          any information which may be required to be disclosed to an applicable
          governmental authority under any Applicable Environmental Laws or
          administrative or court order affecting the Work. Failure to notify
          the other Party either orally or in writing in accordance with this
          Section shall constitute a waiver of such claim of Force Majeure,
          provided, however, no modification of the Work shall be made unless
          and until written notice is provided. If the Parties cannot agree that
          the reason for delay or failure of performance is a Force Majeure
          event, the Parties shall submit such issue to arbitration in
          accordance with Section hereof. In no event shall any event of Force
          Majeure relieve either Party of any obligation hereunder other than to
          extend the time of performance required of such Party. The Party
          claiming a Force Majeure event shall use its best efforts,
          notwithstanding the event, to mitigate its effects on the performance
          of its obligations.

                                       42
<PAGE>

     24.  Health and Safety Compliance
          ----------------------------

          A.   Health and Safety.  RCC shall take reasonable precautions to
               ------------------
               protect the Site, any off-site property and any persons,
               including its employees from damage, injury or illness arising
               out of the performance of the Work. RCC shall comply with all
               applicable federal, state, and local applicable health and safety
               laws, including the Occupational Safety and Health Act of 1970
               (84 U.S. Statutes 1590), as amended, and regulations thereunder,
               and RCC warrants the compliance therewith of materials,
               equipment, and facilities, whether temporary or permanent,
               furnished by RCC in connection with the performance of the Work.
               RCC shall insure that its employees are properly trained,
               registered and certified, as required by applicable laws,
               including but not limited to the Applicable Environmental Laws or
               as otherwise required to safely and properly perform the Work.

          B.   RCC shall appoint an individual at the Site who shall act as
               RCC's designated safety representative. RCC shall immediately
               report all accidents and injures at the Site to Kreisler's
               Authorized Representative, who shall also receive copies of any
               reports filed with public authorities as a result of any accident
               or injury.

                    If Kreisler or its authorized representative reasonably
               deems any part of the Work unsafe, Kreisler, without assuming

                                       43
<PAGE>

               liability for RCC's Safety and Health Program, may require RCC to
               take corrective actions satisfactory to Kreisler and/or to stop
               performance of the Work.  If RCC fails to take appropriate
               actions, Kreisler may perform them and reduce the Contract Price
               accordingly.  No adjustment in Contract Price or Completion Date
               shall be permitted for compliance with Kreisler's reasonable
               requests under this Section.

     25.  Confidentiality, Records Retention and Reporting
          ------------------------------------------------

     A.   Treatment of Confidential Information.
          --------------------------------------

          1.  RCC shall treat as confidential any information marked or
              designated as confidential or proprietary by Kreisler, which shall
              not include publicly available information. Such information shall
              not be disclosed to anyone other than Kreisler or its Authorized
              Representative, except for:

              (1)   Disclosures to governmental authorities required for
                    performing the Work;

              (2)   Disclosure to RCC subcontractors for the purpose of
                    implementing the Work;

              (3)   Disclosure to RCC's auditors, counsel and lenders.

          This Section shall survive termination or completion of this Agreement
          for a period of 5 years.  RCC shall have its successors, auditors,
          counsel lenders and subcontractors execute a Confidentiality Agreement

                                       44
<PAGE>

          satisfactory to Kreisler prior to disclosing any confidential
          information to them and shall submit any information required by
          governmental authorities under a claim of confidentiality. To the
          extent such disclosure is mandated by law, RCC shall give Kreisler the
          right to exhaust all challenges to the disclosure, prior to disclosing
          the information.  To the extent the challenges to the disclosure
          involve reasonable additional expenses to RCC for costs of testimony
          and assistance of counsel, such costs shall promptly be reimbursed by
          Kreisler, as applicable.

          2.  Kreisler shall have the right to disclose documents and
              information (including financial information of RCC) related to
              the Work to actual and prospective lenders, buyers, investors,
              insurance companies, Landlord and subtenants of Kreisler. Kreisler
              shall not disclose confidential or proprietary information of RCC
              which was marked or designated confidential or proprietary and
              which is not publicly available without RCC's prior written
              approval which RCC shall not unreasonably withhold.

     B.   Use of Project Information.  RCC agrees that any promotional material
          ---------------------------
          disseminated in the course of its business may not disclose the name
          of Kreisler or Landlord or identify the specific Project location.
          RCC agrees further that any statement of qualifications submitted to
          any third party in connection with potential projects or business
          relationships shall disguise the Project in such a manner that its
          location and Kreisler's identity cannot

                                       45
<PAGE>

          be ascertained or determined. Kreisler can, in Kreisler's sole and
          absolute discretion, allow RCC to identify the location of the Project
          and/or the identification of Kreisler in such materials.

     26.  Claims
          ------

     A.   Notice of Claim.  Any money claim or matter in dispute asserted by a
          ----------------
          Party pursuant to this Agreement must be in writing, must set forth
          the facts upon which it is based, and except as expressly provided to
          the contrary herein, must be received by the other Party at least
          thirty (30) calendar days prior to the filing of any demand for
          arbitration involving such claim or dispute. The Parties agree that
          such notice shall be a jurisdictional prerequisite to arbitration. The
          Parties shall consider the use of mediation and any other form of
          Alternative Dispute Resolution prior to proceeding to Arbitration.

     B.   Arbitration of Disputes.  Claims or matters in dispute between the
          ------------------------
          Parties arising out of or relating to this Agreement during the
          pendency of this Agreement or the Work shall be decided by binding
          arbitration under the Commercial Arbitration Rules of the American
          Arbitration Association, except to the extent modified herein. For any
          hearing conducted in the arbitration, the parties agree to use one
          arbitrator, and not exceed twenty-four (24) hours of hearing time (12
          hours each) regardless of the complexity of the claim or matter in
          dispute. No arbitration arising out of or relating to this Agreement
          or the Work shall include, by consolidation

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<PAGE>

          or joinder or in any other manner, any additional person not a Party
          hereto, except by written consent signed by the Parties and any other
          person sought to be joined. Consent to arbitration involving an
          additional person or persons shall not constitute consent to
          arbitration of a dispute not described or with a person not named
          therein. This provision shall be specifically enforceable in any court
          of competent jurisdiction. Notice of demand for arbitration shall be
          filed in writing with the other Party. The demand for arbitration
          shall be made within a reasonable time after the written notice of
          claim or matter in dispute is made. In no event shall the demand for
          arbitration be made after the date when the applicable statute of
          limitations would bar institution of a legal or equitable proceeding
          based on such claim or matter in dispute. However, once a claim is
          made, the statute of limitations shall be tolled during the thirty
          (30) day period from the time the claim is filed until the demand for
          arbitration is filed. The award rendered by the arbitrator shall be
          final, and judgment may be entered upon it in accordance with
          applicable law in any court having jurisdiction. Unless otherwise
          agreed in writing, RCC shall carry on the Work and maintain its
          progress during any claim filing and arbitration proceedings, and RCC
          shall be entitled to continue to receive undisputed payments in
          accordance with this Agreement.

               This Section shall survive Project Completion or termination of
          this Agreement.  Notwithstanding anything to the contrary in this
          Section,

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<PAGE>

          third party actions commenced against either Party that do not result
          in consolidation or joinder are excepted from the requirements of this
          Section.

     27.  Notices
          -------

          All notices and other communications required to be made under this
     Agreement shall be made by hand delivery or by overnight mail and shall be
     deemed to have been made as of the time and date of receipt.  All such
     notices and communications from RCC to Kreisler shall be addressed for
     delivery to:

                      Kreisler Manufacturing Corporation
                      180 Van Riper Avenue
                      Elmwood Park, New Jersey
                      Attn.: Mr. Wally Kelly

     All such notices and communications from Kreisler to RCC shall be addressed
     for delivery to:

                      Resource Control Corporation
                      P.O. Box 579
                      Rancocas, New Jersey 08002
                      Attn.: Jeffrey C. Dey

     Any Party may change its designation of addressee or address upon written
     notice to all other entities listed in this Section.

     28.   Miscellaneous
           -------------

     A.   Entire Agreement.  This Agreement represents the final embodiment of
          -----------------
          the Parties' intentions and understandings with respect to the subject
          matter hereof.  It supersedes any prior understandings, whether
          written or oral, or of any description whatsoever.

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<PAGE>

     B.   Modification.  No modification of this Agreement shall be binding upon
          -------------
          either Party except by a written instrument executed by both Parties.

     C.   Successors and Assigns.  This Agreement shall be binding upon and
          -----------------------
          inure to the benefit of Kreisler, RCC, and each of their respective
          successors and assigns (including, but not limited to, any lender of
          Kreisler that succeeds to the interest of Kreisler and any purchaser
          of substantially all of Kreisler's assets). RCC shall be responsible
          for its representations, warranties, duties, obligations, and
          responsibilities under the Agreement. Notwithstanding anything to the
          contrary contained herein, RCC may not assign its rights or
          obligations under this Agreement without the prior written consent of
          Kreisler, which consent may be denied for any or no reason whatsoever.

     D.   Governing Law.  This Agreement shall be governed by and construed in
          --------------
          accordance with the laws of the State of New Jersey.

     E.   Captions and Headings.  The captions and headings throughout this
          ----------------------
          Agreement are for convenience and reference only, and the words
          contained therein shall in no way be held or deemed to define, limit,
          describe, modify, or add to the interpretation, construction, or
          meaning of any provision of or scope or intent of this Agreement.

     F.   Severability.  If any provision of this Agreement, or application
          -------------
          thereof to any person or circumstance, shall to any extent be
          determined to be invalid, then such provision shall be modified, if
          possible, to fulfill the

                                       49
<PAGE>

          intent of the Parties as reflected in the original provision. The
          remainder of this Agreement, or the application of such provision to
          persons or circumstances other than those as to which it is held
          invalid, shall not be affected thereby, and each provision of this
          Agreement shall be valid and enforced to the fullest extent permitted
          by law.

     G.   No Waiver.  No waiver by either Party of any default by the other
          ----------
          Party in the performance of any provision of this Agreement shall
          operate as or be construed as a waiver of any future default, whether
          like or different in character.

     H.   Counterparts.  This Agreement may be executed in any number of
          -------------
          counterparts, all of which together shall constitute one original
          Agreement.

     I.   Rule of Construction.  The Parties hereto acknowledge that they each
          ---------------------
          enter into this Agreement after having had an opportunity for thorough
          review by, and on advice of, their respective legal counsel. The
          judicial rule of construction requiring or allowing an instrument to
          be construed to the detriment of or against the interests of the maker
          thereof shall not apply to this Agreement.

     J.   Attorneys Fees.  In the event of any dispute between the Parties
          ---------------
          hereto not involving third party claims to which the indemnity
          applies, the Prevailing Party in such dispute shall be entitled to
          recover from the other reasonable attorneys fees, disbursements, and
          costs incurred directly in connection with such dispute and the
          resolution thereof. The "Prevailing Party," for

                                       50
<PAGE>

          purposes of this Agreement, shall be deemed to be the Party which
          obtains substantially all of the result sought, whether by dismissal,
          award or judgment. In no event shall a Party bringing any claim,
          demand , arbitration or suit for monetary damages be entitled to
          recover attorneys fees where any final award or judgment does not
          exceed a bona-fide offer of settlement or judgment made by the other
          Party.

     K.   Survival
          --------

          The following Sections shall survive Termination or Expiration of this
          Agreement: Section 15 Insurance, Section 21, Indemnitees, Section 24,
          Confidentiality, Records Retention and Reporting, Section 7C,
          Successors and Assigns.

                                       51
<PAGE>

          Executed by the undersigned duly authorized representatives to be
effective as of the Effective Date set forth above.


     RCC, Inc.

     By:___________________________________

     Title:  President
            ----------

     Date:_________________________________

     Kreisler

     By:___________________________________

     Title:________________________________

     Date:_________________________________

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