**Exhibit 10(ff)**

 

**CONTRACT AGREEMENT**

 

This Contract is made and effective as of January 12, 2005, by andbetween The Dayton Power and Light Company, a corporation of the State of Ohio,(hereinafter called Purchaser), with offices at US Route 52 (4 miles east ofAberdeen), Aberdeen, Ohio, 45101, and Ershigs, Inc., a corporation of the Stateof Washington, (hereinafter called Contractor), with offices at 742 MarineDrive, Bellingham, Washington, 98227. Purchaser and Contractor (collectively, the Parties) agree as follows:

 

In consideration of the mutual covenants contained herein and othervaluable consideration, receipt and sufficiency of which are herebyacknowledged, the Parties hereby agree as follows:

 

Contractor agrees to provide all adequate andcompetent labor, plus all materials, equipment, tools, supplies,transportation, supervision, technical and professional and other services anditems, and to perform all operations necessary and required for the completeperformance of the work (“Work”) for the J.M.Stuart and Killen Station AQC Projects, in accordance with Specification No.139226.72.3608 (the Specification).

 

Purchaser shall pay to Contractor, in themanner indicated within this Contract, for the complete and satisfactory performance of all theWork, a firm, fixed lump sum amount of $58,515,000, which the Contractor shall accept as full compensationtherefore.

 

Time is a materialconsideration of this Contract.  The Work shall be performed inaccordance with the schedule provided within this Contract. The Parties agree that neither this Contract Agreement nor anyother portion of the Contract releases Contractor to proceed with any portionof the Work described herein.  Suchrelease shall only be made by Purchaser’s issuance of a Purchase Order (orPurchase Orders) to Contractor, which may release Contractor for all or only aportion of the Work described herein. The commercial terms and conditions contained herein supercede the termsand conditions which are included with said Purchase Order.

 

IN WITNESS WHEREOF, Purchaser and Contractor have signed this Contract intriplicate.

 

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| ** ** | **Ershigs,  Inc.**               | ** ** |
|------------|----------------------------------|------------|
|       | (Contractor)                     |       |
|       |                             |       |
| By         | Eric Schumacher                  |       |
|       | (Printed Name)                   |       |
|       |                             |       |
| By         |                             |       |
|       | (Signature)                      |       |
|       |                             |       |
|       |                             |       |
|       | President                        |       |
|       | (Title)                          |       |
|       |                             |       |
|       |                             |       |
|       | (Date)                           |       |
|       |                             |       |
|       |                             |       |
|       | Contractor Federal Tax ID Number |       |

 

 
| ** ** | **The  Dayton Power and Light Company** | ** ** |
|------------|-----------------------------------------|------------|
|       | (Purchaser)                             |       |
|       |                                    |       |
|       |                                    |       |
| By         | A. A. Farrell                           |       |   |   |
|       | (Printed Name)                          |       | (Legal Dept.) |   |
|       |                                    |       |   |   |
| By         |                                    |       |   |   |
|       | (Signature)                             |       | (Purchasing Dept.) |   |
|       |                                    |       |   |   |
|       | Manager-Central Engineering             |       |
|       | (Title)                                 |       |
|       |                                    |       |
|       |                                    |       |
|       | (Date)                                  |       |
|       |                                    |       |
|       |                                    |       |
| By         | W. S. Wolff                             |       |
|       | (Printed Name)                          |       |
|       |                                    |       |
| By         |                                    |       |
|       | (Signature)                             |       |
|       |                                    |       |
|       | President, Power Production             |       |
|       | (Title)                                 |       |
|       |                                    |       |
|       |                                    |       |
|       | (Date)                                  |       |

 

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**BASIS OF CONTRACT**

 

GENERAL

 

This Basis of Contract coverscertain designated stipulations agreed upon during negotiations between TheDayton Power & Light Company (Purchaser) and Ershigs, Inc. (Contractor) forthe furnishing of Jet Bubbling reactor Tanks and Accessories (the Work) for theJ.M. Stuart and Killen Station AQC Projects, in accordance with SpecificationNo. 139226.72.3608.

 

SCHEDULE

 

The agreed upon schedule for the Work is as detailed in Section 01100.2of the Specification.

 

PRICE

 

The agreed upon Total Firm Lump Sum Price for performing the Work is$58,515,000, as itemized in the Commercial Data Section.

 

The Total Firm Lump Sum Price does not include the cost of Performanceand Payment Bonds.

 

The Total Firm Lump Sum Price includes all payroll and related compensationtaxes and does not include applicable state and local sales or use tax.

 

INVOICE ADDRESSES

 

Original invoices shall be sent to Purchaser at the following address:

 

The Dayton Power and Light Company

1065 Woodman Drive

Dayton, OH 45432

Attention: David Capozella

Project Manager

 

A copy of each invoice shall be sent to Purchaser’s Engineer at thefollowing address:

 

Black & Veatch Corporation (Agent for DP&L)

11401 Lamar Avenue

Overland Park, KS 66211

Attn. Denny Walton, Asst. Project Manager

 

PURCHASER/ENGINEER CONTACT INFORMATION

 

Correspondence to Purchaser and to Black & Veatch Corporation(“Engineer”) shall be directed as stated in the Supplementary Conditions.

 

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SUBCONTRACTOR CONTACT INFORMATION

 

Correspondence to Contractor shall be directed as follows:

 
| Name:    | Tom Pilcher                 |
|----------|-----------------------------|
| Address: | 6705 E. 81st Street         |
|     | Suite 195                   |
|     | Tulsa, OK 74133             |
| Phone:   | 918-477-9374                |
| Fax:     | 918-497-1333                |
| E-mail:  | tpilcher@plasticonfluid.com |

 
| Name:    | David Waschke        |
|----------|----------------------|
| Address: | 742 Marine Drive     |
|     | Bellingham, WA 98227 |
| Phone:   | 360-527-3436         |
| Fax:     | 360-733-2628         |
| E-mail:  | dwaschke@ershigs.com |

 

DELINEATIONS

 

Wherever wording in the Specification is printed with double underscorewith side bars, such wording has been added to the original text, and whereverwording is printed and struck through with side bars, such wording has beendeleted from the original text, both to reflect mutually agreed upon revisions.

 

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