<PAGE>   1

================================================================================
                                                                  EXHIBIT 10.55







                           MEMORANDUM OF UNDERSTANDING



          Transfer of Assets, Contract Obligations, and Personnel from

                           Raamot Associates, P.C. to

                        GZA GeoEnvironmental of New York
















December 29, 1998
Prepared by Richard M. Simon, P.E.


<PAGE>   2



                           MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING (the "Memorandum") is made this 31st day of
December, 1998 by and between Raamot Associates, P.C., a New York Professional
Corporation, with principal place of business at Two Pennsylvania Plaza, New
York, New York 10121 (hereinafter "Raamot") and Goldberg-Zoino & Associates of
New York, P.C., d/b/a/ GZA GeoEnvironmental of New York, a New York Professional
Corporation, with principal place of business at 364 Nagel Drive, Buffalo, New
York 14225 (hereinafter "GZANY").

         WHEREAS, Raamot has decided to cease business operations centered from
Raamot's New York City office located at Two Pennsylvania Plaza, New York, New
York 10121 (hereinafter the "Office"), and

         WHEREAS, Raamot has a need to complete Client contract obligations that
may extend beyond any selected date of termination of operations by Raamot in
the Office, and

         WHEREAS, Raamot must terminate occupancy under the lease of the Office
and vacate the Office under terms described in the lease between Raamot and the
Landlord and to be negotiated in the future, and

         WHEREAS, Tonis Raamot, P.E. has developed Client relationships that
have value to GZANY from its continuing operations in New York City and
elsewhere, and

         WHEREAS, Raamot has employed a skilled and valuable staff of employees
in its New York City Office to whom Raamot may have certain continuing
obligations under law and good business practice, and

         WHEREAS, these Raamot employees are valuable in the completion of
Raamot's obligations to its Clients as well as valuable to any new employer who
may wish to capitalize on Tonis Raamot's developed Client relationships,

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and agreements hereinafter set forth, mutually covenant and agree as
follows:

         EFFECTIVE DATE

1.       Except for completing on-going professional work already under contract
and administrative efforts to orderly close the business of Raamot Associates,
P.C., Raamot will cease accepting new work assignments in its New York City
Office at the close of business on December 31, 1998 or such proximate date as
mutually agreed (the "Termination Date").




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Memorandum of Understanding             1                      December 29, 1998



<PAGE>   3

         EMPLOYEE STATUS

2.       After the Termination Date, all Raamot employees employed at its New
York City Office will cease status as Raamot employees.

3.       The "Termination Date" for the purpose of all Raamot employee benefit
obligations will be the Termination Date. Employees will be paid salary and
wages by Raamot through that date plus pay for accrued vacation not taken
through that date. All contributions by Raamot to benefit plans credited on
behalf of terminated Raamot employees will cease as of the Termination Date
including Employer's share of medical, life and disability and insurance
benefits and Employer's Optional Contribution to the Raamot SEP Retirement Plan.
Employer contributions stemming from employee payroll deferments, if any, will
be made through the final date of payroll and as selected by the individual
employee.

4.       GZANY agrees to offer to the former Raamot employees listed in Exhibit
A employment beginning on the next regular work day after the Termination Date,
subject to GZANY's ordinary employment conditions, including but not limited to,
documentation of permission to work in the U.S., school credentials,
professional licenses and training courses, and a medical exam indicating
fitness for job duties. Raamot employees who accept the GZANY offers of
employment will be termed "Transferred Employees." GZANY will provide continuity
of medical benefits for those Transferred Employees and heir dependents who were
previously covered by a Raamot health insurance benefits program and who choose
to enroll the employee and dependents (if any) in GZANY's medical insurance
benefit program.

5.       Raamot will not seek to offer employment of current Raamot New York
City employees unless and until the employee expresses his or her intent to
decline GZANY's employment offer. Should certain Raamot New York City employees
choose to decline GZANY's employment offer, Raamot will be free at Raamot's
option to offer these employees employment, provided that the activities
proposed to be and actually carried out do not violate Tonis Raamot's covenant
not to compete with GZANY.

         MEDICAL BENEFITS

6.      Former Raamot employees who accept employment with GZANY will be
        provided benefits in accordance with GZANY's regular benefit program.

         OFFICE OCCUPANCY

7.       Subject to the approval of the landlord as set forth in the Raamot
prime lease, GZANY agrees to sublet the Office from Raamot for the period
immediately following the Termination Date through October 31, 1999. The Office
includes two storage spaces included in the lease and rent payment. The terms of
the sublease will be substantially as those set forth in Raamot's prime lease
for the Office dated May 18, 1979, and as amended on June 17, 1991 and April 7,
1994 (the "Lease"), that is incorporated herein as Exhibit B. GZANY will pay
Raamot, as sublease rent in advance on the first day of each month, the total
rent Raamot, as lessee, pays the lessor under the terms of the Lease plus all
taxes and other increased rent that Raamot is required



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Memorandum of Understanding             2                      December 29, 1998





<PAGE>   4

to pay Lessor under the terms of the Lease. The current rent including
additional rent is $9585 per month. Raamot represents and warrants to GZANY that
(i) the lease is in full force and effect in accordance with its terms, (ii)
that the rent and other sums payable to the landlord thereunder have been paid,
and (iii) there is no default or any event which, with the passage of time or
the giving of notice or both, would constitute an event of default under the
lease. If payments are made to Raamot, Raamot covenants and agrees to timely pay
to landlord all sums timely due. At the option of GZANY, GZANY may make payments
directly to landlord for the account of Raamot.

         INDEMNITY/INSURANCE

8.       GZANY agrees to defend, indemnify and hold harmless both Raamot and the
property Lessor in accordance with the terms of the Lease. GZANY will be
responsible for insuring its personal property in the Office during the term of
the sublease and to provide comprehensive general liability insurance
substantially in accordance with the terms of the Lease naming both Raamot and
Lessor as "Additional Insured" under the terms of GZANY's insurance policies.
Such insurance shall be stated as primary for claims made against Raamot and
Lessor arising out of GZANY's occupancy of the Office.

         TRAINING AND HEALTH MONITORING

9.       Prior to the end of their employment, Raamot will provide each employee
a copy of his or her personnel record as they may be entitled to under laws and
regulations, including but not limited to training and health and safety
monitoring records. GZANY may request copies of such records from the
Transferred Employees.

         ACCOUNTS RECEIVABLE/ACCOUNTS PAYABLE

10.      Raamot will retain the right and obligation to collect accounts
receivable and unbilled retainage, progress billings and work-in-process for all
Client contracts executed by Raamot and not specifically assigned to GZANY.
Raamot may use such monies collected for whatever purpose it deems proper and
necessary, and GZANY shall have no right to receive benefit or credit for any
moneys collected by Raamot.

11.      GZANY agrees to assist and cooperate with Raamot in all reasonable
respects to solicit Clients to effect the collection of outstanding accounts
owed Raamot. Raamot will work to collect such moneys owed Raamot with
consideration to the maintenance of Client relationships developed by Tonis
Raamot, P.E. and that may accrue to GZANY. Nothing in this paragraph will
preclude Raamot from aggressively pursuing collection of moneys owed, including
institution of legal action, if warranted in Raamot's sole judgment.

12.      On request from Raamot, GZANY agrees to inform Raamot as to cash
payments received by GZANY from former Raamot Clients with whom Raamot has
current outstanding accounts receivable.




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Memorandum of Understanding             3                      December 29, 1998





<PAGE>   5

13.      All project specific charges including accounts payable,
subcontractors' invoices and the like related to projects under contract to
Raamot will be paid by Raamot whether incurred before or after the Termination
Date.

14.      All project specific charges including accounts payable,
subcontractors' invoices and the like related to projects under contract to
GZANY will be paid by GZANY whether incurred before or after the Termination
Date.

15.      After the Termination Date, GZANY agrees to cooperate with Raamot in
closing all bookkeeping records, final billing of Raamot projects and necessary
activities as required to close Raamot's New York City operations in an orderly
fashion.

16.      GZANY agrees that costs for the services of GZANY employees in regard
to bookkeeping and collection of accounts receivable will be provided without
charge to Raamot.

         PROJECT RECORDS

17.      Both parties agree that Raamot's project files and records are
confidential documents that are and will remain the property of Raamot. GZANY
will store the files for a period of at least five years from the date of this
Agreement without charge to Raamot.

18.      During such period, GZANY will have the authority to accept delivery
and obtain access and copy such files pertaining to certain Clients' work
provided such Clients approve in advance the release of such information to
GZANY or others in accordance with the terms of the confidentiality provisions
of the contract of engagement under which the Raamot work was performed. GZANY
agrees to keep such Raamot files intact and to return them to storage
substantially as they were received.

19.      Other than release of information as authorized by specific Clients,
GZANY agrees to preserve the confidentiality of Raamot's records as Raamot is
required to preserve confidentiality under the terms of its various Client
contracts.

20.      During such period, from time to time, Raamot may require access to
certain Raamot records for its own purposes. GZANY agrees to cooperate with
Raamot to effect identification and access to such records and to copy or ship
such records to Raamot at Raamot's request. Raamot agrees to pay for any
specific charges levied by the records storage company for access to the records
required by Raamot plus any reasonable out-of-pocket costs incurred by GZANY for
copying and shipping of such requested records. GZANY agrees that costs for the
services of GZANY employees in regard to file management will be provided
without additional charge to Raamot.





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Memorandum of Understanding             4                      December 29, 1998





<PAGE>   6

         CAPITAL EQUIPMENT

21.      Raamot agrees to sell to GZANY all tangible personal property owned by
Raamot as listed in the attached Exhibit C in consideration of the payment by
GZANY to Raamot of $50,000.00 in cash within ten (10) calendar days of the
Termination Date.

22.      Raamot warrants that it is the lawful owner of and has the right to
sell said listed personal property and that it is free and clear of all liens,
attachments or other encumbrances that may impair Raamot's ability to offer it
for sale.

23.      GZANY agrees that all property acquired under this transaction is sold
"as is."

24.      Raamot agrees to assign to GZANY all existing warranties, leases and
maintenance contracts on such owned and leased equipment that may currently be
in place, and GZANY agrees to assume all rights and responsibilities associated
with those contracts including those associated with contract termination
following the Termination Date. GZANY agrees to pay directly to the service
providers all accrued lease, service and maintenance contract fees due for
services following the Termination Date and all other payments that may accrue
following the Termination Date.

         TELEPHONE SERVICE AND CHARGES

25.      Raamot will close its telephone and communication accounts connected to
the Office, including but not limited to, local telephone service, long distance
service and pager and cellular phone service accounts on the Termination Date.
Raamot will pay all charges on its account for telephone and communication
service to the Office through the Termination Date including all charges that
may have accrued as a consequence of GZANY'S business without contribution from
GZANY.

26.      Raamot agrees to cooperate with GZANY to transfer the existing
telephone line numbers and communication accounts to GZANY's name and account.
GZANY agrees to pay all charges for telephone and communication service to the
Office after the Termination Date including all charges that may have accrued as
a consequence of Raamot's business without contribution from Raamot.

27.      Raamot will cooperate with GZANY to transfer Raamot's current telephone
listing from Raamot to GZANY for GZANY's use after the Termination Date.

         CLIENT CONTRACT OBLIGATIONS

28.      It is the intent of this Memorandum that all requests for proposals and
executed contracts received by Raamot prior to the Termination Date that can be
substantially completed prior to the Termination Date will be performed under
contract to Raamot and by Raamot employees.

29.      It is the intent of this Memorandum that all contracts received by
Raamot prior to or after the Termination Date and that may require completion
substantially after the Termination Date will be performed by contracts entered
into between GZANY and the respective Clients. Prior to


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Memorandum of Understanding             5                      December 29, 1998





<PAGE>   7

the Termination Date, GZANY agrees that work on such contracts will be performed
by Raamot personnel as much as practicable.

30.      In the event that certain Raamot contract obligations extend beyond the
Termination Date, GZANY agrees to provide technical professional and other labor
to complete the work under the terms of a negotiated labor service subcontract
with Raamot. Raamot will provide overall professional supervision of the work
and will be solely responsible for claims that may arise out of the work due to
professional acts, and Raamot will defend, indemnify and hold harmless GZANY
from such claims for work performed by GZANY under subcontract to Raamot.

31.      In the event that certain GZANY contract obligations emanating from
GZANY New York City activities or other contracts require performance by Raamot
employees prior to the Termination Date, Raamot agrees to provide technical
professional and other labor to complete the work under the terms of a
negotiated labor service subcontract with GZANY. GZANY will provide overall
professional supervision of the work and will be solely responsible for claims
that may arise out of the work due to professional acts and will defend,
indemnify and hold harmless Raamot from such claims for work performed by Raamot
under subcontract to GZANY.

         LIABILITIES AND OBLIGATIONS TO RAAMOT

32.      Notwithstanding anything to the contrary contained in this Memorandum,
GZANY does not assume any liability, obligation, claim against or contract of
Raamot of any kind or nature (fixed, contingent or otherwise), at any time
existing or asserted, whether the same (i) is currently known or unknown and
recorded or not on the books and records of Raamot, or (ii) arises out of or by
reason of any transaction or event occurring prior to or subsequent to this
Memorandum. Raamot shall pay or make provision for payment of all of its
liabilities of every kind and nature (including claims of professional error or
omission), and agrees to indemnify and hold GZANY harmless from and against any
such liabilities, obligations, claims against or contracts, and any actions,
claims, demands, assessments, judgments, fines, costs, and expenses (including
attorneys' fees) relating to the foregoing.

33.      The rate of compensation for services rendered under the terms of
either labor subcontract between Raamot and GZANY will be Raamot's Standard
Schedule of Fees as set forth in Exhibit D. Raamot and GZANY agree to review,
reconcile and make payments for accounts and charges accrued under the
respective subcontracts on April 15, 1999 and on the fifteenth of the month
thereafter.

         CLIENT CONTRACT RELATIONSHIPS

34.      GZANY will take the lead and Raamot agrees to make all reasonable
accommodation to cooperate with GZANY in attempting to transfer all contracts
and Client relationships from Raamot to GZANY.



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Memorandum of Understanding             6                      December 29, 1998





<PAGE>   8

         SPIRIT AND INTENT

35.      Raamot and GZANY agree to assist and cooperate in all reasonable
respects with each other in connection with the closure of Raamot's New York
City operations, the establishment and preservation of each party's business
relationships, and the carrying out of the obligations of the respective parties
hereunder. Both parties agree to provide any further document (including
releases) that may be reasonably requested by the other party to evidence the
agreements set forth herein.

36.      This Memorandum of Understanding shall supersede any prior oral or
written understanding or agreement that may exist at the time of execution. This
Memorandum shall be governed by New York law. The provisions of this Memorandum
are severable; if any provision is judged unenforceable it shall be
appropriately limited and given effect to the extent it is enforceable. Headings
in this Memorandum of Understanding are for convenience only and do not form a
part of the Memorandum. Nothing in this Agreement shall be construed to give any
rights or benefits to third parties.

         DISPUTES

37.      If a dispute arises out of or relates to this Memorandum of
Understanding, or the breach thereof, and if said dispute cannot be settled
through negotiation, the parties agree first to try in good faith to settle the
dispute by mediation administered by the American Arbitration Association under
its Commercial Mediation Rules, as a condition precedent to filing demand for
arbitration under the terms of this Memorandum. Such Mediation shall be
conducted in New York City or such other venue as the parties mutually agree.

38.      Should mediation fail to resolve any dispute between the parties, any
controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules, and
judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Such Arbitration shall be conducted in New York
City or such other venue as the parties mutually agree.

39.      Mediator fees and administrative charges will be shared equally by the
parties. Arbitrator fees and administrative charges will be allocated by the
arbitrator(s). Each party will pay its own fees for legal representation and
out-of-pocket expenses associated with dispute resolution.

         Guaranty

40.      For good and valuable consideration, and as an inducement for Raamot to
enter into this Memorandum of Understanding and for Tonis Raamot, P.E. to enter
into an installment sale of his personal goodwill, it is hereby agreed that the
GZA GeoEnvironmental Technologies, Inc. does hereby guaranty to Raamot and to
Tonis Raamot, P.E. the prompt, punctual and full payment of all monies now or
hereinafter due Raamot and Tonis Raamot, P.E. from GZANY.





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Memorandum of Understanding             7                      December 29, 1998




<PAGE>   9

Executed as of the date first written above by the parties hereto by their
respective officers who have hereto been duly authorized.

RAAMOT ASSOCIATES, P.C.             GZA GEOENVIRONMENTAL OF NEW YORK

By:                                 By:
    ------------------------------      ----------------------------------------
Title:        President             Title:        President
Printed Name: Tonis Raamot          Printed Name: Richard M. Simon

                                    Solely with respect to Paragraph 40 above
                                    GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.

                                    By:
                                        ----------------------------------------
                                    Title: President and Chief Executive Officer
                                    Printed Name: Andrew P. Pajak










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Memorandum of Understanding             8                      December 29, 1998








<PAGE>   10



EXHIBIT A

                                LIST OF EMPLOYEES

          ===========================================================
                  NAME              RAAMOT SALARY       GZA GRADE
          -----------------------------------------------------------
            Behn, Michael T.           $52,080           Pr. Mgr.
          -----------------------------------------------------------
            Garino, Robert A.           39,000              E1
          -----------------------------------------------------------
            Kagaoan, Juan A.            40,800              E1
          -----------------------------------------------------------
             Khatari, Muktar            37,800              E2
          -----------------------------------------------------------
             Mosley, Ernest             66,000           Sen. PM
          -----------------------------------------------------------
              Raamot, Tonis            120,000          Principal
          -----------------------------------------------------------
             Storm, Jens T.             24,000         Coop Student
          -----------------------------------------------------------
            Sullivan, Thomas            52,800           Sen. PM
          -----------------------------------------------------------
              Totten, Irene             31,200             AA2
          ===========================================================












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Memorandum of Understanding             9                      December 29, 1998




<PAGE>   11








                                    EXHIBIT B

                     Lease Amendments For Office Suite 1807

                             Two Pennsylvania Plaza,

                            New York, New York 10121


<PAGE>   12


                                    EXHIBIT C

                   Schedule Of Personal And Capital Equipment


<PAGE>   13





                                    EXHIBIT D

                               RAAMOT FEE SCHEDULE

     Principal                                             $_____.00/hr.

     Associate Principal                                   $_____.00/hr.

     Sr. Project Manager                                   $_____.00/hr.

     Project Manager                                       $_____.00/hr.

     Engineer I                                            $_____.00/hr.

     Engineer II                                           $_____.00/hr.

     Technician I                                          $_____.00/hr.

     Technician II                                         $_____.00/hr.

     Drafting                                              $_____.00/hr.

     Word Processor                                        $_____.00/hr.

     Travel                                               per staff rate
     Travel Expenses                                       cost plus 10%
     Equipment Rental                                      cost plus 10%
     Materials and Supplies                                cost plus 10%
     Analytical Fees                                       cost plus 10%
     Contractors Fees                                      cost plus 10%
     Consumables and Reimbursable Fees                     cost plus 10%
     Mileage                                               cost plus 10%


<PAGE>   14




December 23, 1998

Mr. Tonis Raamot, P.E.
Raamot Associates, P.C.
Two Pennsylvania Plaza
New York, New York  10121

Dear Toni:

GZA GeoEnvironmental, Inc. (GZA) is very pleased to offer you a part-time
position as Principal with GZA GeoEnvironmental of New York. Your salary will be
$3,461.54 per pay period, which equates to an annual equivalent of $90,000. This
offer is conditioned on your signing the attached Non-Disclosure/Non-Competition
Agreement dated December 31, 1998 and GZA's Employee Agreement.

Your position of Principal is a part-time salaried position with your regular
work schedule to average 19.5 hours per week.; no additional compensation is
paid for overtime worked (time beyond 19.5 hours per week). You are entitled to
statutory benefits of employers' FICA and Medicare payments plus unemployment
insurance. You will receive initially three weeks of paid vacation.

You will report to Dennis Rubin in GZA's Wayne, NJ office. Consistent with our
discussions, we expect that your responsibilities will include:

-        Business development to increase and supervise work in and around New
         York City from your prior Client contacts and from new client
         marketing.

-        Serve as Principal-In-Charge (PIC) on selected projects, overseeing the
         work of Senior Project Managers, Project Managers, and technical staff.

-        Mentoring and developing staff personnel consistent with the
         requirements of your work.

-        Management and administration of GZA employees in the New York City
         office and other office management responsibilities will fall to Dennis
         Rubin.

-        As a special incentive component to your compensation, GZA will pay you
         a bonus of $50,000 if the accrued net revenues (revenues less
         reimbursable expenses) of the New York City operations as computed for
         GZA's public accounting purposes meet or exceed $1.9 million during
         GZA's fiscal year ending February 28, 2000. Such bonus would be paid
         prior to GZA's filing of the 10K report to the SEC in approximately May
         2000. This bonus will not be prorated. GZANY retains sole right and
         discretion to accept or decline work.

A pre-employment physical exam is required of all new GZA employees. An
appointment will be set up for you when we set a date for you to start work.
Your employment with GZA will be contingent upon acceptable pre-employment
physical examination results. The results of the physical examination are
completely confidential; GZA only receives a Pass/Fail result from the medical
center. The company will completely cover the cost of the physical examination.
It will be necessary for you to fill out a standard form to verify your
eligibility to work in the United States, and we will require that you provide a
copy of your U.S. Passport, or if that is not



<PAGE>   15

Tonis Raamot                                                   December 23, 1998
--------------------------------------------------------------------------------


available, other documentation allowed under federal regulations will suffice.
In addition, we will also require a copy of your current New York State
engineering registration to include in your personnel file.

Consistent with Company policy, your employment at GZA is subject to the terms
and condition described in the attached GZA Employee Agreement and Ethics
Policy. Please review these documents and, if you wish to accept this offer of
employment and compensation as outlined above, please acknowledge your
acceptance in the spaces provided on this letter and sign the attached
Agreements and return one set of copies to us.

If you have any further questions regarding the position, GZA, or any aspect of
this offer, please do not hesitate to call me directly (617) 630-6205. We trust
that you will accept this offer and look forward to your joining us on or about
December 28, 1998.

Very truly yours,

GZA GEOENVIRONMENTAL OF NEW YORK



Richard M. Simon, P.E.
President

RMS:idm

Attachments:    Employee Agreement and Ethics Policy
                Confidentiality, Non-Disclosure Agreement

cc:   A.P. Pajak
      W.R. Beloff
      D. Rubin


I acknowledge acceptance of this offer of employment with terms of compensation
described herein.

Signed:                                              Date:
        -------------------------------------------         --------------------





<PAGE>   16

                       CONFIDENTIALITY, NON-DISCLOSURE AND
                         RESTRICTIVE COVENANT AGREEMENT

         Agreement made this 31st day of December, 19, by and between GZA
GeoEnvironmental of New York (the "Company") and the individual named as
"Employee" on the signature page hereof (the "Employee").

         WITNESSETH

         WHEREAS, the Employee will be employed by the Company at the Company's
office at New York City, NY in a capacity in which he is responsible for
developing and managing important client relationships on behalf of the Company,
and, as a consequence of such employment, has had and will have access to
valuable trade secrets, confidential information and goodwill of the Company;
and

         WHEREAS, the Company and the Employee desire to set forth, in this
Agreement, their agreements and understandings regarding the Employee's
obligations, with respect to non-disclosure of such proprietary and confidential
information, and in respect to the Employee's agreement following termination of
employment, to refrain from seeking business from, or performing services for,
the Company's Clients during the "Restriction Period," as hereinafter defined;

         NOW, THEREFORE, for good and valuable consideration as set forth in
paragraph 6 below, the receipt and sufficiency of which are hereby acknowledged,
the Employee and the Company hereby agree as follows:

         1.       NON-COMPETITION. While employed by the Company, the Employee
will not, other than on behalf of the Company, directly or indirectly, as an
owner, partner, co-venturer, shareholder, principal, lender, director,
consultant, agent or employee, engage in the business of providing geotechnical
or environmental consulting services or any other business in which the Company
is engaged, or actively planning to engage, at the time of such termination,
anywhere in the United States, Canada or Mexico, or agree to do, or make
preparations to do, any of the foregoing.

         2.       NON-SOLICITATION COVENANT.

                  a)       The Employee covenants and agrees that during the
         three- (3-) year period following the date of this Agreement or the
         one- (1-) year period following the termination of his employment for
         any reason, whichever is the later date, (the "Restricted Period"), the
         Employee shall not, directly or indirectly, solicit, accept or receive
         business from, or seek to, or perform, any services for any Client of
         the Company (as hereinafter defined), nor assist or facilitate, in any
         way, any others in the carrying out of any such or similar activities
         with respect to any Client of the Company anywhere in the United
         States, Canada or Mexico. The Employee also covenants and agrees that
         should he sell the stock of a professional corporation with the
         Employee's name in the corporation's name, such sale shall carry the
         same covenant and restriction as set forth herein regarding the use of
         the Employee's name in soliciting, accepting or receiving business
         from, or


--------------------------------------------------------------------------------
Restrictive Covenant Agreement         -1-                     December 31, 1998


<PAGE>   17

         seeking to, or performing, any services for any Client of the Company
         (as hereinafter defined), nor assisting or facilitating, in any way,
         any others in the carrying out of any such or similar activities with
         respect to any Client of the Company anywhere in the United States,
         Canada or Mexico during the Restricted Period.

                  b)       "Client" as used in this Agreement shall mean any
         person or entity for whom (i) the Company has performed services within
         the thirty-six (36) months prior to the date of termination of
         employment, and (ii) any person or entity to whom the Company has
         submitted a bid or proposal for services within eighteen (18) months
         prior to the date of termination of employment, or with respect to
         whom, at or about the time employment is terminated, the Company is
         engaged in any stage, in the preparation of a bid or proposal, if, in
         either case, the Employee participated in any manner, whether in a
         supervisory role or otherwise, in the performance of such services or
         the preparation of such bid or proposal for such person or entity.

                  c)       During the Restricted Period, the Employee shall not
         (a) hire or participate in the recruitment or hiring (other than by the
         Company) of, any Company Employee (as defined below), nor (b) directly
         or indirectly solicit, encourage or otherwise seek to induce any
         Company Employee to terminate his or her employment by the Company in
         order to become employed by or otherwise perform services for any other
         Person. For purposes of this Section, "Company Employee" determined as
         of any time shall mean any employee or full-time consultant of the
         Company, as well as any person who served in such a capacity during the
         six-month period preceding the date of determination.

         3.       LIMITATION OF SCOPE IN CERTAIN CIRCUMSTANCES. The restrictions
on Employee's conduct during the Restrictive Period set forth herein are
considered by the parties to be reasonable for the purpose of protecting the
proprietary rights and goodwill of the Company, and not to prevent Employee from
practicing his or her profession. However, if any such restriction is found by a
court of competent jurisdiction to be unenforceable because, under the public
policy, law or statutes of that jurisdiction, it extends for too long a period
of time or over too great a range of activities or in too broad a geographic
area, it shall be interpreted (but only with respect to such jurisdiction) to
extend only over the maximum period of time, range of activities, or geographic
areas as to which it may be enforceable.

         4.       CONFIDENTIALITY. The Employee, in recognition of the
relationship of trust and confidence between Employee and Company, while
employed by the Company, and for all periods after termination of employment,
will not use for his or her own benefit or disclose to any others any trade
secrets of the Company or any other information of a technical, commercial, or
other nature, nor any marketing or manufacturing information, customer lists,
processes, or compilations of data relating to the business of the Company or
its Clients, consultants, sources, or suppliers which the Company retains and
maintains, in confidence, and which are not generally available to the public.




--------------------------------------------------------------------------------
Restrictive Covenant Agreement         -2-                     December 31, 1998



<PAGE>   18

         5.       INJUNCTIVE RELIEF. The Employee agrees that the damages and
injury to the Company from any breach by the Employee of his or her covenants
and agreements as set forth in Sections 1, 2 and 4 would be substantial,
although difficult to ascertain, and that money damages will not afford the
Company an adequate remedy. Therefore, the Employee agrees that, in case of any
breach by the Employee of such covenants and agreements, the Company shall be
entitled, in addition to all other remedies it may have, to injunctions and
other appropriate court orders to restrain any such breach, without the
necessity of showing or proving any actual damages or injury to the Company.

         6.       CONSIDERATION. In consideration of Employee's agreeing to the
confidentiality, non-disclosure and restrictive covenants set forth herein,
Company agrees to pay Employee fifty thousand dollars ($50,000.00) within
fifteen days of execution of this Agreement and an accompanying Memorandum of
Understanding regarding assumption of business assets of Raamot Associates, P.C.
by both Raamot Associates, P.C. and the Company.

         7.       MISCELLANEOUS. All covenants and agreements of the parties
contained herein shall survive the termination of the Employee's employment with
the Company for any reason whatsoever. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.

                  This Agreement constitutes the entire Agreement between the
parties hereto with regard to the subject matter hereof, superseding all prior
understandings and agreements, whether written or oral. This Agreement may not
be amended or revised except by a writing signed by the parties. No delay or
omission by the Company in exercising any right under this Agreement will
operate as a waiver of that or any other right. A waiver or consent given by the
Company on any one occasion is effective only in that instance and will not be
construed as a bar to or waiver of any right on any other occasion. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns, and legal representatives. The
undertakings of the Employee regarding confidentiality include all technical
information, trade secret or process, of the Company, whether or not the same
may, or shall, have been, in part, originated, discovered, or invented by the
Employee during the course of normal business hours.

         8.       AFFILIATES OR SUBSIDIARIES OF THE COMPANY. For purposes of
this Agreement, all references to the "Company" shall be deemed to include any
corporation or entity that controls, is controlled by, or is under common
control with the Company, or in which it, now or hereafter, has an equity
interest including, without intending to limit the complete generality of the
foregoing, GZA GeoEnvironmental Technologies, Inc.; GZA GeoEnvironmental, Inc.;
GZA GeoEnvironmental of New York; GZA Remediation, Inc.; and GZA Drilling, Inc..
For purposes of Sections 1 and 2 of this Agreement, all references to the
"Company" shall also be deemed to include Raamot Associates, P.C., a New York
Professional Corporation.

         9.       GOVERNING LAW. This Agreement shall be deemed to have been
entered into, and shall be governed by, and construed in accordance with, the
substantive laws of The State of New York (excluding its conflicts of laws
rules).

                                   * * * * * *



--------------------------------------------------------------------------------
Restrictive Covenant Agreement         -3-                     December 31, 1998




<PAGE>   19

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
an agreement under seal as of the day and year first above written.

EMPLOYEE:  TONIS RAAMOT                      GZA GEOENVIRONMENTAL OF NEW YORK


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

Witness:                                     Witness:
--------------------------------------       -----------------------------------














--------------------------------------------------------------------------------
Restrictive Covenant Agreement         -4-                     December 31, 1998

<PAGE>   20

BILL OF SALE
PERSONAL GOOD WILL OF TONIS RAAMOT, P.E.

This AGREEMENT is made this 31st day of December, 1998 by and between Tonis
Raamot, P.E., of 9995 Shore Road, Apt. E, Brooklyn, New York 11209 (hereinafter
"Seller") and Goldberg-Zoino & Associates of New York, P.C., d/b/a/ GZA
GeoEnvironmental of New York, a New York Professional Corporation, with
principal place of business at 364 Nagel Drive, Buffalo, New York 14225
(hereinafter "GZANY").

For good and sufficient consideration, as defined in paragraph 3 below, receipt
of which is hereby acknowledged, the Seller hereby sells, transfers and conveys
to GZANY:

1)       The whole of the personal good will of Tonis Raamot, P.E. earned by the
         undersigned over the approximately thirty years professional
         engineering career in the employ of Raamot Associates, P.C. and other
         employers which is the subject of this sale.

2)       Raamot agrees to abide by the Confidentiality, Non-Disclosure and
         Restrictive Covenant Agreement between Tonis Raamot and GZANY of even
         date.

3)       As consideration, GZANY will pay Tonis Raamot $400,000 total broken
         down as follows:

         -        $100,000 on or before February 28, 1999

         -        $300,000 on a date between 12/1/99 and February 29, 2000 as
                  selected by Tonis Raamot following 10 days prior written
                  notice.

4)       The rights and obligations under this Bill of Sale shall be binding
         upon and inure to the benefit of the parties, their successors, assigns
         and personal representatives.

Signed as a sealed instrument this _____ day of December, 1998.

                                             GZA GEOENVIRONMENTAL OF NEW YORK
TONIS RAAMOT, P.E.


Signed:                                      By:
       ------------------------------            -------------------------------
                                             Name:       Richard M. Simon
                                             Title:         President

Witness:                                     Witness:
       ------------------------------                 --------------------------