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EXHIBIT 10.14

                                  SUBCONTRACT

                                    Between

                             GLOBAL SOLUTIONS INC.

                                  "Contractor"

                                      and

                       Sub-Surface Waste Management, Inc.
                                "Subcontractor"


SCOPE OF WORK: Deep Soil and Groundwater Remediation


     Project:
          FORCO REFINERY

     Owner:
          STREET ENVIRONMENTAL, LLC

     Architect: (name and address)

     Dated: May 25, 2001


SUBCONTRACT AGREEMENT DEEP SOIL AND                                 PAGE 1 OF 17
GROUNDWATER                                                         May 25, 2001




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                                  SUBCONTRACT

THIS SUBCONTRACT is made this 25th day of May in the year 2001 between Global
Solutions, Inc. (GSI), hereinafter called CONTRACTOR, and Sub-Surface Waste
Management, Inc. (SSWM) whose principal office is 5922-B Farnsworth Court,
Carlsbad, CA 92008 hereinafter called SUBCONTRACTOR.

(NOTE: THIS SUBCONTRACT IS NOT ENFORCEABLE AGAINST CONTRACTOR UNTIL EXECUTED BY
CONTRACTOR; THIS SUBCONTRACT CONTAINS AN ARBITRATION CLAUSE.) Contractor and
Subcontractor agree as set forth below:

                                   ARTICLE I
                             THE CONTRACT DOCUMENTS

1.1   CONTRACT DOCUMENTS. The Contract Documents for this Subcontract consist of
      this Subcontract and any Exhibits attached hereto, the Agreement between
      Owner and Contractor dated as shown in Schedule I attached hereto, the
      conditions of the Agreement between Owner and Contractor (General,
      Supplementary and other Conditions), Drawings, Plans, Specifications, all
      Addenda Issued prior to execution of the Agreement between Owner and
      Contractor, and all Modifications Issued subsequent thereto. Contract
      documents shall also include that Agreement for Environmental Services
      dated June 29, 2000 between Street Environmental and Global Solutions,
      Inc.

1.2   INCORPORATION OF THE CONTRACT DOCUMENTS BY REFERENCE: SUBCONTRACTOR'S
      OBLIGATIONS AND CONTRACTOR'S REMEDIES. All of the above Contract Documents
      are a part of this Subcontract and shall be available for inspection by
      Subcontractor upon Subcontractor's request, Subcontractor agrees to be
      bound to Contractor by all of the terms of the Contract Documents and to
      assume toward Contractor all of the obligations and the responsibilities
      that Contractor by those instruments assumes toward Owner. Subcontractor
      further agrees that Contractor shall have the same rights and remedies
      against Subcontractor that Owner has against Contractor under the Contract
      Documents as though the terms of those instruments were set forth in full
      in this Subcontract.

1.3   PLANS, SPECIFICATIONS, DRAWINGS, AND ADDENDA. The Plans, Specifications,
      Drawings and Addenda which are included in the Contract Documents and will
      be updated by supplements to such Plans, Specifications, Drawings and
      Addenda to reflect Modifications Issued after the date of this
      Subcontract.

                                   ARTICLE 2
                                    THE WORK

2.0   The subcontractor shall be responsible for performing all work necessary
      to perform deep soil and groundwater remediation in accordance with the
      Corrective Action Plan prepared for the site. Subcontractor is responsible
      for performing said work in accordance with the documents provided as
      exhibit A to this contract. All work is to be completed in compliance with
      all documents referenced in Section 1.1 of this Contract. Subcontractor
      acknowledges that this is a fixed price-lump sum contract to complete all
      work identified in the Contract Documents as "Deep Soil and Groundwater
      Remediation".

                                   ARTICLE 3
                      TIME FOR PERFORMANCE AND SCHEDULING

3.1   COMMENCEMENT AND COMPLETION. Subcontractor agrees to commence the Work
      when directed by Contractor and to diligently and continuously prosecute
      such Work and to coordinate the Work with other work being done on the
      Project by other trades, so that Contractor shall not be delayed by any
      act or omission of Subcontractor in completion of the Project within the
      time specified in the Contract Documents.

3.2   TIME IS OR THE ESSENCE. Time is of the essence of this Subcontract and any
      breach of same shall go to the essence thereof and Subcontractor, in
      agreeing to complete the Work within the times and sequences herein
      mentioned, has taken into consideration and made allowances for all the
      hindrances and delays incident to the Work. The scope of work for this
      contract


                                                                    Page 2 of 17


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      is specific for completion scheduling. The subcontractor has made itself
      fully aware and has included in its bid all necessary costs and expenses
      for meeting this timing.


3.3   COORDINATION AND SCHEDULING OF THE WORK.

         COORDINATION OF THE WORK WITH OTHER SUBCONTRACTORS. Subcontractor
         acknowledges and agrees that the expeditious and efficient construction
         of this Project requires that many subcontractors work on the Project
         simultaneously, and that interference from other subcontractors should
         be anticipated. To foster the expeditious and efficient construction of
         the Project, Subcontractor shall coordinate its performance of the Work
         with Contractor and other subcontractors, and to the maximum extent
         practicable, avoid interference with the work of Contractor and other
         subcontractors.

         CONTRACTOR'S PROJECT SCHEDULE. A Project schedule shall be developed by
         Contractor which shall schedule and coordinate the times required for
         each area of work on this Project. Subcontractor shall participate and
         cooperate in scheduling the times and sequences required in
         Subcontractor's area of work Contractor reserves the right to amend the
         Project schedule and the sequence or duration of the Work or any
         portion thereof. Subcontractor agrees to perform the Work in accordance
         with the Project schedule including all amendments thereto.
         Subcontractor shall continuously monitor the schedule and advise
         Contractor of the status of Subcontractors progress on a regular basis
         (in writing if required by Contractor), including information on the
         status of shop drawings, samples, submittals and materials or equipment
         which may be in the course at preparation. manufacture or delivery.

3.4   NOTICE FROM SUBCONTRACTOR OF CHANGES OR DELAYS TO PROJECT SCHEDULE.
      Subcontractor shall immediately notify Contractor of any circumstance
      which may affect the times and sequences in the Project schedule, and
      shall make all requests for extensions of time, in writing, to Contractor
      sufficiently in advance to allow Contractor to forward the requests in
      compliance with the Contract Documents.

3.5   AUTHORITY TO AUTHORIZE MODIFICATIONS.

   3.5.1 AUTHORITY OF CONTRACTOR'S PROJECT MANAGER AND PROJECT
         SUPERINTENDENT. Contractor's Project Manager is the only representative
         of Contractor who has the authority on behalf of Contractor under this
         Subcontract to authorize extensions of the time for performance of the
         Work and to make other economic decisions affecting Subcontractor
         (other than the authorization of overtime), to direct the actions of
         Subcontractor, to authorize changes in the Work and issue Change
         Orders, and to modify the terms of this Subcontract. Contractors
         Project Manager and Project Superintendent each have authority on
         behalf of Contractor under this Subcontract to authorize overtime.

   3.5.2 SUBCONTRACTOR'S AUTHORIZED REPRESENTATIVE. Subcontractor shall
         designate in writing to Contractor Subcontractor's Authorized
         Representative who shall have the authority to bind Subcontractor.
         Subcontractor's Authorized Representative shall be on the job site or
         otherwise available during all Project work hours.

3.6   REPORTS AND MEETINGS. Subcontractors Project Superintendent or Foreman
      shall report to Contractor's Project Superintendent prior to commencement
      of any Work on the Project and report again after any extended absence
      from the Project in order to advise Contractor's Project Superintendent of
      the particular phase of the Work Subcontractor is about to perform. During
      the time Subcontractor is performing the Work, Daily Work Report Forms
      shall be completed by Subcontractor at the Contractor's job site office at
      the end of each work day. Subcontractor's Authorized Representative
      (with authority to bind Subcontractor) shall attend meetings as schedule
      by Contractor's Project Superintendent for the purpose of scheduling all
      activities on this Project.

3.7   TEMPORARY OR PERMANENT TAKEOVER OF WORK: TERMINATION. If Subcontractor at
      any time shall refuse or neglect to supply adequate and competent
      supervision, or a sufficiency of properly skilled workmen or of materials
      of the proper quality or quantity or fail in any respect to prosecute the
      Work with promptness and diligence or otherwise in accordance with the
      Contract Documents, or fail in the performance of any agreement on its
      part herein contained, or otherwise delay the work of Contractor or other
      subcontractors, then in addition to Contractor's right to terminate this
      Subcontract, Contractor shall have the option, after 48 hours written
      notice to Subcontractor, without prejudice to any other remedy Contractor
      may have, to takeover all or any part of the Work


                                                                    Page 3 of 17


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on a temporary or permanent basis (i) furnishing Subcontractor with the
necessary materials and equipment and/or supplementing Subcontractors work force
to remedy the problem, (ii) completing part or all of the Work itself with its
own forces, materials and equipment, (iii) requiring Subcontractor to
sub-subcontract to a third party designated by Contractor part or all of the
Work and Subcontractor hereby consents to and agrees that it will immediately
effect such sub-subcontractor, (iv) itself sub-subcontracting part or all the
Work to a third party, or (v) any combination of the above. Contractor shall
also be at liberty to terminate the employment of Subcontractor on the Project
and to finish the Work or employ any other person or persons to finish the Work
and to provide the materials and equipment therefore. In the event Contractor
terminates the employment of Subcontractor for this Project or takes over any
portion of the Work on a temporary or permanent basis, Contractor may enter upon
the premises and take possession of any materials, tools, supplies, equipment,
goods, pelJ11its, licenses, purchase orders, sub-subcontracts, engineering,
designs, drawings, plans, specifications, or any other items related to the
Work, and do whatever Contractor deems necessary to assure proper and timely
completion of the Work. Upon Contractor's request, Subcontractor shall assign to
Contractor any of the foregoing items. In case of such takeover or
discontinuance of the employment of Subcontractor, Subcontractor shall not be
entered to receive any payment under this Subcontract which might otherwise be
due it until the Work (or) the portion of the Work taken over) shall be finished
and payment in full therefore shall be made by Owner to Contractor, at which
time, if the unpaid balance of the amount to be paid under this Subcontract
shall exceed the expenses incurred by Contractor in finishing Subcontractor's
Work (or the portion of the Work taken over), plus any costs and damages
sustained by Contractor by reason of such failure or lack of performance by
Subcontractor, including attorney's fees and Contractor's overhead and profit,
such excess shall be paid by Contractor to Subcontractor to the extent then due
under the terms of this Subcontract, but if such expense plus costs and damages
shall exceed such unpaid balance, Subcontractor shall pay the difference to
Contractor within three (3) days of Contractor's demand reimbursement of same.

3.8   DELAY CAUSED BY SUBCONTRACTOR. If Subcontractor is responsible for any
      delays in the time and sequence of the Project schedule, Subcontractor
      shall pay Contractor for all costs and damages suffered by Contractor as a
      result of such delays, including any damages assessed against Contractor
      under the Contract Documents.

3.9   DELAY CAUSED BY OTHERS. In the event that Subcontractors performance of
      the Work is unreasonably delayed or interfered with, for any reason and
      for any period of time, by acts or omissions of Owner, Contractor or other
      subcontractors, Subcontractor may request an extension of time
      for performance of the Work but shall not be entitled to any increase in
      the Subcontract Amount or to damages or additional compensation as a
      consequence of such delays or interference, except to the extent that the
      Contract Documents or other subcontract agreements entitle Contractor to
      compensation for such delays, and then only to the extent of any amounts
      that Contractor may, on behalf of Subcontractor ~ actually recover from
      Owner or from other subcontractors for such delays less any costs,
      including, without limitation, attorneys' fees, charges and expenses,
      incurred by Contractor in obtaining recovery from Owner or from other
      subcontractors.

3.10  DIRECTED PROGRESS TO MAINTAIN OR ACCELERATE PROJECT SCHEDULE. Any time
      Subcontractor is behind schedule in performance of the Work, Contractor
      may direct subcontractor, at Subcontractor's own cost and expense, to
      perform overtime work, use extra labor, machinery and equipment transfer
      as labor, machinery and equipment To other portions of the Work, expedite
      deliveries or use any other means necessary to bring the Work back on
      schedule. Contractor may, at any other tune, direct Subcontractor to
      perform additional overtime work and Contractor shall pay, without
      overhead or profit, the cost of the premium time portion of wages only
      (including any additional amount Subcontractor is required to pay into a
      fringe benefit fund by reason of such premium time.

                                   ARTICLE 4
                             THE SUBCONTRACT AMOUNT

4.1   As full consideration for complete performance of the Work and furnishing
      of all materials, equipment and supplies, Subcontractor shall be paid the
      amount specified in Schedule I attached hereto (the "SUBCONTRACT AMOUNT").

4.2   The Subcontract Amount shall be the total sum paid to Subcontractor for
      the Scope of Work identified in this Contract.

4.3   Payment shall be subject to the terms and conditions of this Subcontract.

                                                                    Page 4 of 17



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                                   ARTICLE 5
                               PROGRESS PAYMENTS

Contractor Shall pay Subcontractor monthly Progress Payments (less a percent for
retainage as specified in Schedule I (attached hereto) as follows:

5.1   PROGRESS PAYMENT AMOUNT. Subject to terms of the Joint Check Agreement
      attached hereto (Exhibit C), Progress Payments will be made to the
      Subcontractor on or about the day of the month specified in Schedule I
      attached hereto, in an amount equal to the value of labor and materials
      incorporated by Subcontractor in the Work and where authorized by the
      Contract Documents, of materials stored in a manner acceptable to Owner,
      Architect, General Contractor, and Contractor less the specified retainage
      and less the aggregate of previous payments, but such Progress Payments
      shall not become due to Subcontractor unless and until Contractor receives
      payment for such Work from the Owner, and payment to Contractor from Owner
      for Work performed hereunder is expressly made a condition precedent to
      Contractors obligation to pay Subcontractor. The amount of each Progress
      Payment to Subcontractor shall not exceed the percentage of completion
      allowed to Contractor by Owner or Architect for the Work of Subcontractor,
      less the specified retainage.

5.2   SCHEDULE OF VALUES. Subcontractor shall provide the Contractor with a
      Schedule of Values for the work to be performed prior to applying for any
      payments under this Contract. Contractor shall have the sole right to
      approve the Schedule of Values and may make any change that it deems
      appropriate.

5.3   PAYMENT CONDITIONED ON RECEIPT OF LICENSES AND PERMIT. Prior to receipt
      of the first monthly payment, Subcontractor shall furnish Contractor with
      Subcontractor's document numbers for applicable contractors licenses,
      business licenses and sales and use tax permits.

5.4   APPLICATIONS FOR PROGRESS PAYMENTS. Subcontractor shall submit to
      Contractor Applications for Progress Payments, in triplicate and complete
      with sufficient breakdown data to permit checking and approval, aid in a
      form acceptable to Contractor, sufficiently in advance to permit
      Contractor to forward each Application as required by the Contract
      Documents, but not later than the day of the month specified in Schedule
      for Contract with Owner/General Contracts attached hereto. Applications
      for Progress Payments received by Contractor after such date will be
      processed by Contractor the following month. Payment For Stored Materials
      And Equipment. Payments for materials or equipment not incorporated into
      the Work, but delivered and suitably stored at the site or elsewhere,
      shall only be made where permitted by, and in accordance with, the terms
      and conditions of the Contract Documents.

5.5   PROOF OF PAYMENT TO SUB-SUBCONTRACTORS. Subcontractor shall pay for all
      materials, equipment and labor used in, or in connection with, the
      performance of the Work and this Subcontract through the period covered by
      previous payments received from Contractor, and no Progress Payments shall
      become due until Subcontractor has finished satisfactory evidence to
      verify compliance with this requirement, including execution by
      Subcontractor and any Sub subcontractors (as defined in Section 13.1
      hereof) of a completed Affidavit, Release of Lien and Waiver of Claim in
      the form as required by the Contract Documents. For purposes of this
      Section 5.6, Section 5.7 and Section 6.3. the term Sub-subcontractor shall
      include (without limitation) a trustee of any applicable employee fringe
      benefit-fund. All payments received by Subcontractor under this Agreement
      in respect of payments due to Sub-subcontractors shall be received in
      trust for the purpose of paying Sub-subcontractors (as defined in Section
      13.1 hereof).

5.7   CONTRATTOR'S RIGHT TO WITHHOLD OR OTHERWISE APPLY PAYMENTS. Payments
      otherwise due, either Progress Payments or Final Payment, may be withheld
      by Contractor on account of defective work not remedied, claim filed,
      reasonable evidence indicating probability of filing of claims, failure of
      Subcontractor to make payments properly to its Sub-subcontractors or for
      material or labor, or applicable taxes, fees and fringe benefits, or
      reasonable doubt that the Work can be completed for the balance then
      unpaid, damage to Contractor, other subcontractors, Owner or the public,
      reasonable belief that Subcontractor will be unable to maintain the
      Project schedule, evidence of financial difficulty or inability to fully
      perform this Subcontract, set-offs or back-charges for which, in
      Contractor's reasonable opinion, Subcontractor is or will be liable as a
      result of its performance of the Work, or for any other breach of this
      Subcontract. If these causes are not removed, on written notice,
      Contractor may (but shaft not be obligated to) rectify the same at
      Subcontractor's cost and expense. Contractor may offset against any sums
      due Subcontractor hereunder the amount of any liquidated or unliquidated
      obligations of Subcontractor to Contractor, whether or not arising out of
      this subcontract. In any of the foregoing events, Contractor may, but
      shall not be obligated to, make payments directly to Sub-subcontractors.

5.8   PAYMENT DOES NOT CONSTITUTE APPROVAL OR ACCEPTANCE OF THE WORK.
      Notwithstanding the provisions of Section 6.3 (a), no payment to
      Subcontractor, Progress Payments or Final Payment, shall operate as an
      approval or acceptance of Subcontractor's work or material, or any part
      thereof, or to release Subcontractor from any of its obligations under
      this Subcontract.

                                   ARTICLE 6
                                 FINAL PAYMENT

Final Payment of the balance of the Subcontract Amount shall be made as follows:

                                                                    Page 5 of 17


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6.1   AMOUNT OF FINAL PAYMENT. Final Payment shall be the unpaid balance of the
      Subcontract Amount, and shall become due when the Work described in this
      Subcontract is fully completed and performed in accordance with tins
      Subcontract and the Contract Documents, and is satisfactory to and
      approved by Owner, Architect and Contractor, and payment for such Work has
      been received by Contractor.

6.2   APPLICATION FOR FINAL PAYMENT. Subcontractor's application for Final
      Payment shall be in the same form specified in Article 5 of this
      Subcontract.

6.3   CONDITIONS PRECEDENT TO FINAL PAYMENT. In addition to any other
      requirements at this Subcontract and the Contract Documents. Final Payment
      shall not become due unless and until the following conditions precedent
      to Final Payment have been satisfied: (a) approval and acceptance of
      Subcontractors Work by Owner, Architect and Contractor, (b) delivery to
      Contractor of all manuals, "as-built" drawings, guarantees, and warranties
      for material and equipment furnished by Subcontractor, and any other
      documents required by the Contract Documents, (c) receipt of Final Payment
      for Subcontractors Work by Contractor from Owner, (d) furnishing to
      Contractor of satisfactory evidence by Subcontractor that all labor,
      applicable taxes, fees and fringe benefits, and material accounts incurred
      by Subcontractor in connection with the Work have been paid in full, (e)
      furnishing to Contractor a completed Affidavit Release of Lien and Waiver
      of Claim by Subcontractor and any Sub-subcontractors in the form attached
      hereto, and as required by the Contract Documents, and (f) compliance with
      any other requirement of the Contract Documents.

6.4   WAIVER OF CLAIMS. Acceptance of final payment by Subcontractor shall
      constitute a waiver of claims by Subcontractor except those previously
      made in writing and identified by Subcontractor as unsettled at the time
      of final Application for Payment. Such waiver shall be in addition to any
      other waiver of claims. provided in this Subcontract and the other
      Contract Documents.

                                   ARTICLE 7
                          PAYMENT AND PERFORMANCE BONDS

                               No Bonds Required

                                   ARTICLE 8
                              CHANGES IN CONTRACT

8.1   CHANGE ORDER. Subcontractor acknowledges that this is a lump sum turn-key
      bid to perform all the work as outlined in the Contract documents and that
      no change orders shall apply.

                                   ARTICLE 9
                       TEMPORARY FACILITIES AND SERVICES

9.1   USE OF CONTRACTOR'S FACILITIES. Subcontractor shall be responsible for
      unloading and hoisting all of its materials, supplies, tools and equipment
      in order to ensure the timely completion of the Work Subcontractor shall
      have use (in common with Contractor and others) of Contractor's hoisting
      facilities during regular working hours provided adequate facilities are
      available and Subcontractor has scheduled the use of the facilities with
      Contractor. Should the use of Contractor's hoisting facilities not be
      available or adequate, Subcontractor shall provide at its cost and
      expense, a hoisting facility to meet Subcontractor's requirements.

9.2   USE OF CONTRACTOR'S OTHER TEMPORARY FACILITIES. After obtaining
      Contractors approval, Subcontractor shall have use in common with
      Contractor and others of any temporary roadways. Subcontractor shall, at
      its own cost and expense provide other temporary facilities necessary for
      performance of the Work.

                                   ARTICLE 10
                                   INSURANCE

Subcontractor shall maintain at its own cost the insurance coverage described in
Exhibit "B" or contract with Owner/Contractor attached hereto whichever is
greater in coverage, and shall comply, with all other terms set forth in Exhibit


                                   ARTICLE 11
                        SUBCONTRACTOR'S RESPONSIBILITIES

                                                                    Page 6 of 17


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In addition to the other obligations required by this Subcontract and the
Contract Documents, Subcontractor shall perform the following:

11.1  PROTECTION OF THE WORK AND OTHER PROPERTY. Subcontractor agrees at its own
      cost and expense to (1) take all necessary precautions to protect the work
      of other trades from any damage caused by Subcontractor's operations, and
      (2) watch over, care for and protect from damage or injury by any cause
      whatsoever, all of the Subcontractors Work complete or otherwise, and all
      materials, supplies, tools and equipment at or near the Project.
      Subcontractor agrees, without loss or damage to Contractor, to make j good
      any loss or damage caused by Subcontractor to any and all such work,
      materials, supplies, tools and equipment up to the final acceptance of the
      entire Project by Owner.

11.2  ADEQUATE SUPERVISORS PERSONNEL AND OTHER EMPLOYEES. Subcontractor shall
      maintain at the job site at all times adequate supervisory personnel,
      including Subcontractor's Authorized Representative, acceptable and
      satisfactory to Contractor and shall not replace Subcontractor's
      supervisory personnel without Contractor's prior approval. Any employee of
      Subcontractor may be refused admittance to the Job Site or may be
      requested to leave the job site at any time by Contractor, and Contractor
      shall not be required to have or state any reason for such action. In the
      event any employee or employees of Subcontractor are so barred from the
      job site, Subcontractor shall immediately replace such employee or
      employees with employees satisfactory to Contractor.

11.3  SAFETY PRECAUTIONS. Subcontractor shall take all reasonable safety
      precautions with respect to the Work, and shall comply with all applicable
      laws, ordinances, rules, regulations and orders of all public authority
      for the safety of persons or property in accordance with the requirements
      of the Contract Documents. Subcontractor shall comply with the safety
      memos and policies established by Contractor as provided in Contractors
      Safety Program and with any modifications and changes to such Safety
      Program as may be posted by Contractor at the job site from1ime to time.
      Subcontractor understands that as part of Contractors Safety Program,
      Contractor requires that the Job site be maintained as a drug and alcohol
      free work place. Subcontractor shall provide Contractor with a copy of its
      written safety program and substance abuse policy prior to commencement of
      the Work- Subcontractor shall enforce said policy among its employees, its
      own Sub-subcontractors and their employees for the duration of this
      Subcontract. If Subcontractor does not have its own substance abuse
      policy, Subcontractor may adopt Contractor's. However, enforcement of the
      policy among employees and sub-subcontractors is the responsibility of
      Subcontractor Subcontractor shall report immediately to Contractor any
      injury to any of Subcontractors employees at the site. When and if so
      ordered, Subcontractor shall stop or correct any part of the Work which
      Contractor deems unsafe or otherwise improper. If Subcontractor neglects
      to take such corrective measures, Contractor may do so at the cost and
      expense of Subcontractor and may deduct the cost thereof from any payments
      due or to become due to Subcontractor, or, at its option, Contractor may
      make demand upon Subcontractor for reimbursement of such cost, and
      Subcontractor shall fu1ly reimburse Contractor for the same within three
      (3) days of such demand- Failure on the part of Contractor to stop
      performance of the Work in violation of legal or safety requirements shall
      in no way relieve Subcontractor of its sole responsibility therefore.

11.4  ASSIGNMENT AND SUBCONTRACTING. Subcontractor shall not subcontract, assign
      or transfer this Subcontract or any part hereof or amounts due or to
      become due hereunder without the prior written consent of Contractor.

11.5  WARRANTIES. Subcontractor warrants that all materials and equipment
      furnished and incorporated by Subcontractor in the Project shall be new
      unless otherwise specified, and that all Work under this Subcontract
      shall be and remain of good quality, free from faults, liens and defects
      and in conformance with the Contract Documents. All Work not conforming to
      these standards shall be considered defective. Subcontractor shall remove,
      replace and/or repair, at its own cost and expense and at the convenience
      of Contractor and Owner, any defective or non conforming Work. The
      warranty provided in this Section 11.5 shall be in addition to and not in
      limitation of any other warranty or remedy required by law or by the
      Contract Documents.

11.6  COMPLIANCE WITH LAWS AND INSURANCE. Subcontractor shall give all notices
      and comply with the requirements of all applicable insurance policies and
      all codes, laws, ordinances, rules, regulations and orders of any public
      authority bearing on the performance of the Work under this Subcontract.
      Subcontractor shall promptly review all of the Contract Documents and
      report in writing to Contractor any variance to such requirements, codes,
      laws ordinances, rules and regulations. If Subcontractor performs any of
      the Work knowing it to be contrary to such requirements, codes, laws,
      ordinances, rules and

                                                                    Page 7 of 17


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regulations, and without having given such notice to Contractor, Subcontractor
shall assume full responsibility therefore, and shall bear all costs and damages
attributable thereto.

11.7  RESPONSIBILITY FOR PERMITS, FEES AND LICENSES. Subcontractor shall secure
      and pay for all permits, fees and licenses necessary for the execution of
      the Work, and shall pay all local, state and federal taxes in connection
      with the Work, and agrees that all costs thereof are included in the
      Subcontract Amount. When required by Contractor, Subcontractor shall
      furnish satisfactory evidence showing that all such payments have been
      made.

11.8  EMPLOYMENT TAXES AND CONTRIBUTIONS REQUIRED BY LAW. Subcontractor shall
      comply with federal, state and local tax laws, social security acts,
      unemployment compensation acts and workmen's compensation acts, insofar as
      applicable to the performance of this Subcontract.

11.9  NON-DISCRIMINATION. Subcontractor shall comply with all procedures, rules
      and regulations with. regard to nondiscrimination issued or to be issued
      by any local, state or federal government or agency, including w/o
      limitation the Equal Employment Opportunity Commission, insofar as they
      may apply to the Work.

11.10 INDEMNIFICATION. To the fullest extent permitted by law, Subcontractor
      shall indemnify, hold harmless and defend (with counsel reasonably
      acceptable to Contractor) Contractor and its affiliates and parents,
      Owner, General Contractor, Consultant, and the directors, officers, agents
      and employees of each of them from and against claims, damages, losses and
      expenses, including but not limited to attorneys fees, charges and
      expenses, arising out of or resulting from performance or non-performance
      of Subcontractor's Work under this Subcontract, provided that such claim,
      damage, loss or expense is attributable to bodily injury, sickness,
      disease or death, or to injury to or destruction of tangible property
      (other than the Work itself), but only to the extent caused in whole or in
      part by negligent or willful acts or omissions of Subcontractor,
      Subcontractor's Sub-subcontractors, anyone directly or indirectly employed
      by them or anyone for whose acts they may be liable ( collectively, the
      "Indemnitors"), or caused by or arising out of the use of any products,
      material or equipment furnished by Subcontractor or any other Indemnitor,
      regardless of whether or not such claim, damage, loss or expense is caused
      in part by a party indemnified hereunder. In any and all claims against
      Contractor or any other Indemnitee by Subcontractor, or any other
      Indemnities, the indemnification obligation under this Section 11.10 shall
      not be limited in any way by any limitation on the amount or type of
      damages, compensation or benefits payable by or for Subcontractor under
      workman's compensation acts, disability benefit acts or other employee
      benefit acts. The obligations of Subcontractor under this Section 11.10
      shall not apply to Architect, Architects consultants, or any of their
      directors, officers, agents or employees for any negligent act or omission
      of Subcontractor in whole or in part caused by or arising out of (1) the
      preparation, or approval of maps, drawings, opinions, reports, surveys,
      Change Orders, designs or specifications, or (2) the giving of or the
      failure to give directions or instructions by Architect, Architects
      consultants, or any of their directors, officers, agents or employees,
      provided such giving or failure to give is the cause of the injury or
      damage.

11.11 SUBCONTRACTOR RESPONSIBLE FOR ALL COSTS OF THE WORK. Subcontractor shall
      at its own expense furnish and pay for all labor, material, equipment,
      taxes, permit and license fees, labor fringe benefits, insurance and bond
      premiums and all other things and costs required to completely perform the
      Work in accordance with this Subcontract.

11.12 LIENS: CONTRACTOR'S RIGHT TO REMOVE LIENS: Subcontractor will keep the
      Project and the lands upon which it is situated and provided services free
      from all mechanic's and other liens by reason of the Work or any labor,
      materials or other things used therein. If Subcontractor fails to remove
      any Lien by bonding it or otherwise, Contractor may, without limiting its
      remedies, retain sufficient funds, out of any money due or thereafter to
      become due by Contractor to Subcontractor, to pay the same and all costs
      incurred by reason thereof, and may pay such costs or bond said liens or
      liens out of any funds at any time in the hands of Contractor owing to
      Subcontractor. Subcontractor shall pay all Attorney fees to release said
      Liens.

11.13 CLEAN UP AND DEBRIS. Subcontractor will clean up and haul off the premises
      (or haul to a place on the premises specifically designated for debris
      disposal) all debris occasioned by the Work done hereunder, and will leave
      the Project and premises clean and free of equipment, materials, temporary
      facilities and other matters. Any trash, debris, or liquid that poses a
      possible threat of fire or safety shall be removed from the premises
      immediately. If, after 24 hours notice by Contractor to Subcontractor,
      Subcontractor has not diligently proceeded with the clean-up work as
      outlined in this section, then Contractor has the right to proceed with
      the clean-up work at subcontractors cost and expense.

                                                                    Page 8 of 17


<PAGE>

11.14 COORDINATION DRAWINGS. Subcontractor shall cooperate with Contractor and
      other subcontractors whose work might interfere with Subcontractors Work,
      and shall participate in the preparation of coordinated drawings in areas
      of congestion, specifically noting and advising Contractor of any such
      interference.

11.15 QUALITY OR THE WORK. All of Subcontractor's workmanship, materials,
      submissions, and samples shall be subject to the approval of Owner,
      Architect and Contractor

11.16 SHOP DRAWINGS AND OTHER SUBMITTALS, RESPONSIBILITY FOR MATCHING AND
      FITTING. Subcontractor shall submit to Contractor, within the time
      specified in Schedule I attached hereto, complete shop drawings, data,
      catalog cuts and samples as required by the Contract Documents. Approval
      of such shop drawings and other items listed herein by Contractor and/or
      Architect shall not relieve Subcontractor of its obligation to perform the
      Work in strict accordance with this Subcontract and the other Contract
      Documents, nor of its responsibility for the proper matching and fitting
      of the Work with contiguous work. Notwithstanding the dimensions given on
      the Plans, Specifications and other Contract Documents, it shall be the
      obligation and responsibly of Subcontractor to take such measurements as
      will insure fine proper matching and fitting of the Work covered by the
      Subcontract with contiguous work.

11.17 RE-ENEINEERING. Since Subcontractor is responsible for its own layout, it
      is understood and agreed that Subcontractor is responsible for the
      protection and preservation of all installed engineering data and layout
      points and shall take all necessary precautions to insure that said data
      are not damaged, destroyed, altered or changed. Reengineering, if
      required, shall be performed at Subcontractor's cost and expense.

11.18 CUTTING AND PATCHING. Subcontractor shall be responsible for all cutting
      and patching required in the prosecution of the Work stipulated under this
      Subcontractor.

11.19 SITE CONDITIONS. Subcontractor acknowledges that it has investigated and
      satisfied itself as to the conditions affecting the Work including but not
      restricted to those bearing upon transportation, disposal, handing and
      storage of materials, availability of labor, water, electric power, roads,
      and uncertainties of weather, river stages, tides or similar physical
      conditions of the site, the conformation and conditions of the ground with
      the character and content of all other contracts related to the Project,
      and the character of equipment and facilities needed preliminary to and
      during prosecution of the Work, Subcontractor further acknowledges that
      Subcontractor has satisfied itself as to the character, quarry and
      quantity of surface and subsurface materials or obstac1es to be
      encountered insofar as this information is reasonably ascertainable from
      an inspection of the site including all exploratory work done by Owner
      and/or Contractor, as well as from information, presented by the Drawings,
      Plans and Specifications made a part of this Subcontract. Any failure by
      Subcontractor to acquaint itself with the available information will not
      relieve Subcontractor from responsibility for estimating properly the
      difficulty or cost of successfully performing the Work. Contractor assumes
      no responsibly for any conclusions or Interpretations made by
      Subcontractor on the basis of the information made available by Owner
      and/or Contractor.

11.20 TESTS AND INSPECTIONS. In addition to tests and inspections of the Work
      required and performed by the Contract Documents, Subcontractor agrees
      that Contractor, Owner and Architect shall have the right to supervise the
      Project site and test and Inspect the Work during the course of
      construction. Subcontractor shall fully cooperate with Contractor, Owner
      and Architect in connection with all tests and inspections.

11.21 SUBCONTRACTOR TO TAKE ORDERS ONLY FROM CONTRACTOR. Notwithstanding any
      other provision in this Subcontract to the contrary, Subcontractor shall
      take directions and orders regarding the performance of the Work and this
      Subcontract only from Contractor, and not from Owner or Architect, and
      shall be solely responsible to Contractor for all construction means,
      methods, techniques, sequences and procedures. Contractor shall have the
      right to withhold payment for work resulting from directions or orders
      given by Owner or Architect that are not communicated to Contractor and
      approved by Contractor prior to Subcontractor performing the work.

11.22 INFRINGEMENT OF PATENT RIGHTS. Subcontractor shall pay all royalties and
      defend all suits or claims for infringement 'of any patent rights and
      shall indemnify, defend and hold Contractor harmless from any and all
      loss, liability , demand, claim, cost and expense (including reasonable
      attorneys fees, charges and expenses) in connection therewith.

11.23 USE OF HAZARDOUS MATERIALS. Subcontractor shall give prior written notice
      to Contractor if any "hazardous substance", "hazardous material,"
      "hazardous waste", "toxic substance", or words of similar importance, as
      such term may be now or

                                                                    Page 9 of 17


<PAGE>


hereafter defined by federal, state or local law (collectively, "Hazardous
Substance") will be used on the site by Subcontractor, Subcontractor's
Sub-subcontractors or anyone directly or indirectly employed by them. If any
such Hazardous Substance is of a type which an employer is required by law to
notify its employees, Subcontractor shall, prior to harmful exposure of any
employees on the site to such substance, give written notice of the chemical
composition thereof to Contractor in sufficient detail and time to permit
compliance with such laws by Contractor, other subcontractors and other persons
on the site. All Hazardous Substances shall be used, transported and stored by
Subcontractor strictly in accordance with all applicable laws.

                                   ARTICLE 12
                                    DISPUTES

12.1  DECISIONS OF OWNERS ARCHITECT, OR ARBITRATORS RELATED TO THE WORK ARE
      BINDING. Any decision or determination by Owner or Architect relating to
      Contractors performance or compensation under the Agreement between
      Contractor and Owner that is binding upon Contractor shall also be binding
      upon Subcontractor insofar as it relates to or involves Subcontractor's
      performance under, or the term of, this Subcontract. Any decision or
      determination resulting from arbitration or litigation between Contractor
      and Owner which relates to Subcontractor's performance under, or the terms
      of, this Subcontract shall be binding upon Subcontractor, provided that
      Subcontractor has been given reasonable notice of and the opportunity to
      participate and present evidence in the arbitration or litigation. Insofar
      as a decision of Owner or Architect relating to Subcontractor's
      performance of the Work under the terms of tins Subcontract is a condition
      precedent to Contractor's right to proceed to arbitration or litigation
      under the Contract Documents, such decision is also a condition precedent
      to Subcontractors right to proceed to arbitration under this Subcontract.

12.2  ARBITRATION OF DISPUTES BETWEEN CONTRACTOR AND SUBCONTRACTOR. Except as
      otherwise provided in this Article, all claims, disputes and other matters
      in controversy arising out of or relating to this Subcontract, or the
      performance or breach hereof, shall be decided by arbitration before a
      panel of three arbitrators in accordance with the Construction Industry
      Arbitration Rules of the American Arbitration Association then obtaining,
      unless Contractor and Subcontractor mutually agree otherwise. Contractor
      shall not be required to arbitrate any claim, dispute or other matter
      here1,1nder involving a third party unless such third party ( I) is
      indispensable to a just and equitable resolution of such claim dispute or
      matter or is alleged to be wholly or partially responsible for such claim,
      dispute or matter, and (ii) can be made a party to the arbitration or, in
      the case of a material witness, can be required to provide documentary and
      testimonial evidence. Contractor shall have the right to require that the
      arbitration with Subcontractor be consolidated with and determined by the
      same arbitrators who are hearing any claim, dispute or other matter
      between Contractor and Owner or Architect or another subcontractor
      involved on the Project. In granting relief, the arbitrators shall have at
      least ten years experience in the specified matter in dispute and shall be
      currently active in that field. The arbitrators may decide only the issues
      presented to them and may not vary the terms of this Subcontract. The
      arbitrators shall have the power to award only compensatory relief and not
      punitive or exemplary relief This agreement to arbitrate shall be governed
      by and shall be specifically enforceable under the Federal Arbitration
      Act, 9 U.S.~. Any award rendered by the arbitrators shall be final and
      binding, and Judgment may be entered upon it in accordance with federal
      law in the court having Jurisdiction thereof.

12.3  DISPUTE NOT TO INTERFERE WITH PROGRESS OF THE WORK. No claim, dispute or
      other matter in controversy &rising out of this Subcontract shall
      interfere with the progress of the Work, and, Subcontractor shall proceed
      with the Work in accordance with this Subcontract despite the existence
      of, and without awaiting the resolution of, any such claim, dispute or
      matter.

12.4  CONTRACTOR'S COSTS: INTEREST. In any instance whereby Contractor is
      entitled, under the terms of this Subcontract, to be indemnified by or
      recover any monies from Subcontractor, Contractor shall be entitled to, in
      addition, recover from Subcontractor. (a) interest on any sums due at the
      lesser of (i) 12% or (ii) the maximum rate permitted by law, per annum
      from the date due until paid, (b) reasonable attorneys! fees, charges and
      expenses incurred for all investigation, negotiation, litigation,
      arbitration and other such services commonly performed by attorney's,
      including without limitation all court costs, fees paid to experts,
      arbitration fees and like expenses.

12.5  GOVERNING LAW. Unless otherwise specified herein, this Subcontract shall
      be governed by the law of the State specified in Schedule I attached
      hereto.


                                                                   Page 10 of 17


<PAGE>

                                   ARTICLE 13
                               SUB-SUBCONTRACTORS

13.1  SUB-SUBCONTRACTORS DEFINED. A Sub subcontractor is a person or entity who
      has a direct or indirect contract with subcontractor or any
      Sub-subcontractor, of Subcontractor to perform or provide any labor,
      services, equipment, materials or supplies at the Job site, or any other
      portion of the Work, and includes all vendors, suppliers, materials and
      men.

13.2  INCORPORATION BY REFERENCE OF THIS SUBCONTRACT. By an appropriate
      agreement, Subcontractor shall require each Sub-subcontractor to assume
      toward Subcontractor all the obligations and responsibilities which
      Subcontractor, by this Subcontract, assumes toward Contractor The
      Sub-subcontractor shall strictly comply with the requirements of
      applicable provisions of the Agreement between Owner and Contractor
      Subcontractor shall expressly incorporate the terms of this Subcontract
      into its agreements with Sub-subcontractors; and shall make a copy of this
      Subcontract and the Contract Documents available to Sub-subcontractors for
      inspection.

13.3  ASSIGNMENT TO CONTRACTOR UPON TERMINATION. Subcontractor hereby
      collaterally assigns to Contractor all sub-subcontracts, purchase orders
      and other agreements entered into by Subcontractor In connection with the
      Work ( the "Assigned Contracts") to be automatically ~effective, at
      Contractor's option, in the event of termination of this Subcontract. Upon
      termination of this Subcontractor Contractor may elect to accept or reject
      any or all of the Assigned Contracts, and until ordered otherwise by
      Contractor each subsubcontractor shall continue to perform its work on the
      Project provided that Contractor shall be obligated to pay
      Sub-subcontractor for work performed and deliveries made after the
      effective date of such termination pursuant to the payment terms of the
      sub-subcontract, purchase order or other agreement. in each of
      Subcontractor's sub-subcontracts relating to the Work, Subcontractor shall
      provide that the applicable Sub-Subcontractor acknowledges that
      Subcontractor has collaterally assigned the sub subcontract to Contractor
      and consents to such collateral assignment.

13.4  LIST OF SUB-SUBCONTRACTORS FOR CONTRACTOR'S APPROVAL. If requested by
      Contractor, Subcontractor shall submit to Contractor for approval a list
      of Sub-subcontractors Whom Subcontractor intends to engage, including an
      estimate of the amount to be paid to each, Failure of the Contractor to
      object to a proposed Sub subcontractor shall not constitute a waiver of
      any of the requirements of this Subcontract, including, in that
      limitation, the requirement that Contractor's written consent b~ obtained
      for any assignment or subcontract pursuant to Section 11.4.

                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

14.1  CONFLICTS BETWEEN SUBCONTRACT AND CONTRACT DOCUMENTS. This Subcontract and
      the other Contract Documents shall, if possible, be read so as to
      complement each other. However, in the event of an irreconcilable conflict
      in the terms thereof, the provisions of this Subcontract shall have
      precedence over the terms of the other Contract Documents.

14.2  OWNER AND ARCHITECT'S APPROVAL OF SUBCONTRACTOR. This Subcontract is
      subject to the approval of Subcontractor by Architect and Owner.

14.3  CONTRACTOR'S PROPERTY. All tools, equipment and materials purchased by
      Subcontractor for the Projector with funds paid by Contractor are and will
      remain Contractor's property. Subcontractor shall not remove any Plans,
      Specifications or Drawings from the job site without Contractor's prior
      written consent

14.4  TITLES AND HEADING. The captions, titles, sections and paragraph headings
      used in this Subcontract are inserted only as a matter of convenience and
      for reference and in no way define, limit or describe the scope or intent
      of this Subcontract or any section, paragraph, article or provision
      herein.

14.5  ENTIRE AGREEMENT: MODIFICATIONS IN WRITING. Subcontract contains the
      entire agreement between the parties. Any executory agreement hereafter
      made shall be ineffective to change, modify or discharge this Subcontract
      in whole or in part, unless such executory agreement is in writing and
      signed by both Contractor and subcontractor. All negotiations and
      agreements prior to the date of this Subcontract not included herein are
      hereby voided.

                                                                   Page 11 of 17


<PAGE>

14.6  NO THIRD PARTS BENEFICIARIES. Nothing contained in this Subcontract shall
      create any contractual or third party beneficiary relationship between any
      parties other than the Contractor and Subcontractor.

14.7  NON-WAIVER. The failure by Contractor at any time to enforce or to require
      strict compliance or performance: by Subcontractor of any of the
      provisions of this Subcontract shall not constitute a present or future
      waiver of such provisions and shall not affect or impair in any way
      contractors right at any time to enforce said provisions or to avail
      itself of such remedies as it may have for any breach thereof

14.8  SEVERABILITY. Every provision of this Subcontract is intended to be sever
      able. In the event my term or provision hereof is declared by a court of
      competent jurisdiction to be illegal or invalid for any reason whatsoever,
      such illegality or invalidity shall not affect the balance of the terms
      and provisions hereof, which terms and provisions shall remain binding and
      enforceable.

14.9  NOTICES. Except as otherwise expressly set forth herein, all notices,
      requests, approvals, communications and demands ~ ~hereunder shall be in
      writing and shall be delivered by hand, by a nationally recognized
      overnight courier, telecopied, or sent by registered or certified mail
      through the United States Postal Service, postage prepaid, return receipt
      requested, to the addresses shown on page one hereof or such other
      addresses which the parties may provide to one another In the manner
      herein provided. A copy of materials delivered by telecopy Shall also be
      sent by overnight Courier or by registered or certified mad in the manner
      required by this Section 14.9, but delivery shall be deemed to have
      occurred upon receipt of the telecopy. Such notices, requests, approvals,
      communications and demands, if sent by mail, shall be deemed ~given five
      (5) days after deposited in the United States mail, if delivered by hand
      or nationally recognized overnight courier, shall be deemed given when

                                                                   Page 12 of 17


<PAGE>

delivered and if telecopied, shall be deemed given upon receipt thereof, Notices
to Subcontractor may, at Contractors option, be addressed to Subcontractors
Authorized Representative located at the Job site.

14.10 NON-DISCRIMINATION AGAINST UNION OR NON-UNION MEMBERS: DISPUTES AS TO
      TRADES. It is understood that subcontracts will be awarded by Contractor
      and that labor will be employed by Contractor, on the Project herein
      described, without discrimination as to whether employees of any
      contractor (including Contractor), subcontractor or Owner, or by any
      persons or parties engaged by Owner, are members or non-members of any
      labor organization Subcontractor shall not employ workers, materials or
      equipment winch may cause strikes, work stoppages or any disturbances by
      workers employed by Subcontractor, Contractor, Owner or other
      subcontractors on or in connection with the Work or the Project or at the
      location thereof Subcontractor agrees that all disputes as to jurisdiction
      of trades shall be adjusted in accordance with any plan for the settlement
      of jurisdiction disputes which may be in effect either nationally or in
      the locality in which the Work is being done and that Subcontractor shall
      be bound and abide by all such adjustments and settlements of jurisdiction
      disputes, provided that the provisions of this Section 14. 10 shall not be
      in violation of or in conflict with any provisions of law applicable to
      the settlement of such disputes.

14.11 ENTIRETY OF SUBCONTRACT. The execution of this Subcontract by
      Subcontractor constitutes and shall be relied upon by Contractor as
      acceptance of the entirety of this Subcontract.

                                   ARTICLE 15
                                  TERMINATION

15.1  Contractor shall have the right at any time with 48 hours written notice
      to Subcontractor to terminate this Subcontract with or without cause and
      require Subcontractor to cease work hereunder, in which case, provided
      Subcontractor shall not be then in default, Contractor shall pay
      Subcontractor for actual work performed to the date of such termination,
      except that Subcontractor shall not be entitled to anticipated profits on
      work unperformed or materials or equipment unfurnished However, should
      Subcontractor be in default of this Subcontract, the amount due
      Subcontractor pursuant to the previous clause shall be reduced by the
      amount Contractor is required to pay a replacement subcontractor to
      complete the Work not performed by Subcontractor or to remove, replace: or
      repair any detective or non-conforming Work done by Subcontractor. Any
      term or provision of this Subcontract which by its nature survives final
      payment, including, without limitation, any warranty, indemnification or
      insurance coverage provision, shall survive termination of this
      Subcontract.

15.2  INTENTIONALLY LEFT BLANK

15.3  CONTRACT RESTRICTIONS:

      No site advertising, selling of materials shall be permitted without the
      written consent of the Contractor. If Material is sold without the written
      consent of the Contractor then the Contractor shall be compensated at a
      return of all profits and any damages from the result of said sale We. If
      recovery of a time capsule is found within the site this time capsule with
      all its contents shall become the property of the Contractor .

SIGNATURE PAGE FOR SUBCONTRACT between GLOBAL SOLUTIONS INC. and SSWM, Inc.

This Subcontract is not valid unless signed by both Contractor and
Subcontractor. Upon such execution, this Subcontract shall become effective as
of the date first above written.

CONTRACTOR:                                  SUBCONTRACTOR:
GLOBAL SOLUTIONS INC.                        SSWM, Inc.

BY: /S/ signature                            BY: signature
TITLE: Vice President                        TITLE: President

DATE SIGNED: 5-25-01                         DATE SIGNED: 5/25/01

                                                                   Page 13 of 16




<PAGE>


ADDENDUM TO CONTRACT

                                   ARTICLE 16
                                 CONFIDENTIALITY

16.1 CONFIDENTIALITY. Subcontractor hereby agrees to obtain permission from the
Contractor prior to discussing any aspect of this project with any other entity
including but not limited to the Owner and/or any Governmental entity. Breach of
this confidentiality shall be grounds for termination of this contract with
cause.

16.2 CONFLICT OF INTEREST. Subcontractor acknowledges by entering into this
agreement that it has evaluated any potential professional, Conflict of Interest
it may have resulting from entering into this agreement. Subcontractor agrees to
immediately excuse itself and notify all parties if a conflict of interest
situation should arise. Subcontractor acknowledges that a breach of this
provision may result in substantial liabilities for the contractor and therefore
acknowledges that the contractor would be entitled to treble damages for said
breach.




                                                                   Page 14 of 17


<PAGE>
                                   SCHEDULE I
                             To Subcontract Between
                      GLOBAL SOLUTIONS, INC. as Contractor
                        and SSWM. INC. as Subcontractor


Miscellaneous References
------------------------

The Subcontract Amount and Scope referred to in Section 4.1 is the following:

SCOPE of WORK
GROUNDWATER REMEDIATION AND DEEP SOIL REMEDIATION

LUMP SUM TOTAL: $1,275,650.00 DOLLARS (ONE MILLION TWO HUNDRED SEVENTY FIVE
THOUSAND SIX HUNDRED FIFTY AND NO/100)

The retainage percentage referred to in Article 5 is Ten percent (10%).

The day of the month referred to in Section 5.1 on or about which Progress
Payments will be made is the 27th day of each month, the day of the month
referred to in Section 5.4 by which Applications for Progress Payments must be
received by Contractor is 22nd day of each month, The percentage markup referred
to In Section 8.4 for Subcontractors overhead and profit is 15%.

The State referred to in Section 12.5 the law of which governs to this
Subcontract is CALIFORNIA.



                                                                   Page 15 of 17


<PAGE>


                                   EXHIBIT B
                     SUBCONTRACTORS INSURANCE REQUIREMENTS

         Subcontractor shall maintain during the progress of the Work, and if
required to return during the warranty period or longer period required by the
Contract Documents, insurance with the minimum limits and coverage as shown
below or, if higher, the requirements set forth in the Contract Documents:

         (A) WORKERS COMPENSATION including Occupations Disease insurance
meeting the statutory requirements of the State in which work is to be performed
together with a Broad Form All States Endorsement and containing Employers'
Liability insurance in an amount of at least the specified amount in said job
specific specifications. Subcontractor will have attached to its policy and
Alternate Employer Endorsement naming Contractor herein and will provide a
waiver of subrogation in favor of Contractor. Limits of Coverage shall be
Statutory.

         (B) COMPREHENSIVE GENERAL LIABILITY insurance providing limits for
Bodily injury with Personal injury including its employees in the amount per
specific specifications, Property Damage in the amount per the job specific
specifications. The policy must be endorsed to name GLOBAL SOLUTIONS, INC., and
its subsidiaries' as additional insured's, and include the Owner, Architect and
others if required in the Contract Documents, and must provide Premises
Operations, Elevators, independent Contractors, Broad Form Property Damage,
Contractual Liability, Products and Completed Operations coverage (which shall
be maintained in force for a period of two years after substantial completion of
the project or for such longer period of time as is described in the Contract
Documents) and must be endorsed as PRIMARY to any insurance of the ADDITIONAL
INSUREDS. XCU Exclusions most be deleted when applicable to operations performed
by Subcontractor. A waiver of subrogation in favor of Contractor shall also be
included. In addition, Subcontractor shall maintain an umbrella liability policy
providing the same coverage and with the same ADDITIONAL INSUREDS as the basic
policy in the following amounts:

     General Liability
     1,000,000 per occurrence
     2,000,000 aggregate

     Pollution Liability-under separate form
     1,000,000 per occurrence
     2,000,000 aggregate

         (C) COMPREHENSIVE AUTOMOBILE LIABILITY on occurrence basis covering all
Owned, Non Owned and HIRED Vehicles for limits of liability equal to
$1,000,000 per occurrence

         (D) In lieu of including Contractor, Owner, Architect and others it
required by the Contract Documents as ADDITIONAL INSUREDS -in your liability
coverage as required in (B) above, Subcontractor may provide a separate Owners &
Contractors Protective Liability Policy" in the ADDITIONAL INSUREDS name at
limits of liability equal to those in (B ) above. Such policy must indicate that
it is PRIMARY to any insurance of the ADDITIONAL INSUREDS.

         (E) A certificate of insurance on an approved form must be delivered to
Contractor and must enforceably state coverage will not be altered, canceled or
allowed to expire without thirty (30) days written notice by registered mail to
Contractor. If any of the above coverages are subject to or are in excess of any
deductibles or self-retention these amounts must be stated on the certificate,
and said deductibles and self-retention will be the sole responsibility of
Subcontractor.

         (F) Equivalent insurance coverage must be obtained from each of your
Sub-subcontractors or Suppliers, if any, before permitting them on the site of
the Project. Otherwise, their protection must be included within your insurance
policies.

         (G) It is understood and agreed that the insurance coverage and limits,
required above, shall not limit the extent of Subcontractor's responsibilities
and liabilities specified within the Contract Documents or by law, (14)
Contractor may furnish, erect or, provide equipment, appurtenances and devices,
motorized or otherwise, for its use to complete its Contract with Owner. Should
Subcontractor, use such items, Subcontractor agrees to insure against either any
claims of injury or damage caused by items while in its care, custody or control
naming Contractor as an insured party Liability limits shall be the same as in
(B) above.


                                                                   Page 16 of 17


<PAGE>


Physical Damage insurance against damage to the items themselves shall be on a
"Replacement Cost" basis waiving a subrogation against Contractor.

         (I) It is understood and agreed authorization is hereby granted to
Contractor to withhold payments to Subcontractor until a properly executed
Certificate of Insurance providing insurance as required herein, accompanied by
a signed subcontract or purchase order are received by Contractor .

         (J) Subcontractors Insurance Requirements set forth herein shall become
and be part of any purchase order or subcontract issued by Contractor to
Subcontractor as though fully set forth in said purchase order or subcontract.

         (K) Should Subcontractor fail or neglect to provide the required
insurance, Contractor shall have the right, but not the duty, to provide such
insurance and deduct from any money that may be due or become due to
Subcontractor any and all premiums paid by Contractor for and on account of said
insurance,

         (L) Insurance Certificates must list the following'

               CERTIFICATE HOLDER:

               1) Name:  GLOBAL SOLUTIONS, INC
                         2700 Combellack Drive Signal
                         Hill, CA 90806

               2) Name:  as additional insured's.
                         County Sanitation District Street
                         Environmental, LLC

               3): Name of project:           Fletcher Refinery



                                                                   Page 17 of 17