Exhibit 10.5
    AGREEMENT




BETWEEN




KEYSPAN
CORPORATE SERVICES LLC




AND




VERUTEK
TECHNOLOGIES, INC.




February
22, 2008






















1




TABLE OF
CONTENTS






Article
                
                PageARTICLE
      1
                –
      DEFINITIONS
                1ARTICLE
      2
                –
      PERFORMANCE AND SCOPE OF WORK
                2ARTICLE
      3
                –
      PERIOD OF PERFORMANCE
                2ARTICLE
      4
                –
      PAYMENT
                2ARTICLE
      5
                –  OMISSION
      TO POINT OUT ERRORS, VARIATIONS AND DEFECTS
                3ARTICLE
      6
                –  WARRANTY
      AND ACCEPTANCE
                3ARTICLE
      7
                –  SERVICES
      BY OTHERS
                4ARTICLE
      8
                –  COMPANY'S
      RESPONSIBILITIES
                4ARTICLE
      9
                –
      INSURANCE
                4ARTICLE
      10
                –
      INDEMNIFICATION
                5ARTICLE
      11
                –
      COMPLIANCE
                6ARTICLE
      12
                –  LIMITATION
      OF LIABILITY
                7ARTICLE
      13
                –  EVENT
      OF DEFAULT
                7ARTICLE
      14
                –
      TERMINATION
                7ARTICLE
      15
                –
      SUBCONTRACTORS
                8ARTICLE
      16
                –  NOTICES/COMPANY
      CONTACTS
                8ARTICLE
      17
                –
      AUDITS
                9ARTICLE
      18
                –
      TAXES
                9ARTICLE
      19
                –
      GRATUITIES
                9ARTICLE
      20
                –  NON
      DISCLOSURE
                9ARTICLE
      21
                –  FORCE
      MAJEURE
                10ARTICLE
      22
                –  INDEPENDENT
      CONTRACTOR
                10ARTICLE
      23
                –  ARTICLE
      TITLES
                10ARTICLE
      24
                –  GOVERNING
      LAW
                11ARTICLE
      25
                –
      ASSIGNMENT
                11ARTICLE
      26
                –  BINDING
      EFFECT
                11ARTICLE
      27
                –
      SEVERABILITY
                11ARTICLE
      28
                –
      COUNTERPARTS
                11ARTICLE
      29
                –  ENTIRE
      AGREEMENT
                11ARTICLE
      30
                –
      WAIVER
                11ARTICLE
      31
                –  PROVISIONS
      REQUIRED BY LAW DEEMED INSERTED
                11ARTICLE
      32
                –  DISPUTE
      RESOLUTION
                12ARTICLE
      33
                –  E-COMMERCE
                12ARTICLE
      34
                –  HAZARDOUS
      MATERIALS
                12ARTICLE
      35
                –  REUSE
      OF DOCUMENTS
                13ARTICLE
      36
                –  THIRD
      PARTY BENEFICIARY
                13ARTICLE
      37
                –  PARTIALLY
      COMPLETED SERVICES
                13ARTICLE
      38
                –  ELECTRONIC
      MEDIA
                13ARTICLE
      39
                –  REMOVAL
      OF ENGINEER'S EMPLOYEES
                13ARTICLE
      40
                –  NON-EXCLUSIVE
      AGREEMENT
                14ARTICLE
      41
                –  CONFLICT
      OF INTEREST
                14ARTICLE
      42
                –
      WORK IN HARMONY
                14








2






THIS
AGREEMENT(the "Agreement"), made as of the 22nd day of February 2008, is
between KEYSPAN CORPORATE SERVICES LLC (the "Company" or "KeySpan"), a New York
limited liability company, with offices at 175 East Old Country Road,
Hicksville, New York 11801 and VeruTEK Technologies, Inc., a with offices at 65
West Dudley Town Road, Bloomfield, CT 06002 ("Contractor"). The Company and the
Contractor are individually referred to herein as a "Party" and collectively as
the "Parties."




RECITALS




WHEREAS,KeySpan desires to contract for professional services as specified in
this Agreement, the Work Plan, the Scope of Work and the Proposal (each as
defined below); and




WHEREAS,the Contractor is engaged in the business of providing professional
services, has the experience, expertise, personnel and professional
certification necessary to provide such services and desires to perform such
services as specified in this Agreement, the Work Plan, the Scope of Work and
the Proposal (each as defined below).




NOW,
THEREFORE,in consideration of the mutual covenants set forth below, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:




Article
1 DEFINITIONS




Whether
singular or plural, when used in this Agreement and initially capitalized, the
terms listed in this Article 1 will have the meanings ascribed to those terms as
follows:




"AAA"
means the American Arbitration Association. "ACM" means asbestos containing
material.




"Company
Representative" means the Company representative(s) designated by the Company to
direct and coordinate the Contractor's performance of the Services, as such term
is defined herein.




"Confidential
information" has the meaning ascribed to it in Article 20 of this Agreement.
"Contaminated Material" has the meaning ascribed to it in Article 34 of this
Agreement. Contractor




"Event of
Default" has the meaning ascribed to it in Article 13 of this Agreement. "Force
Majeure" has the meaning ascribed to it in Article 21 of this
Agreement.




"Proposal"
means the document dated December 12, 2007 entitled "Bay Shore OU-4 Cesspool
Area Proposal for S-ISCO-MGP Application" annexed hereto and made a part of this
Agreement as Exhibit A.




"Purchase
Order" has the meaning ascribed to it in Article 2, Section D of this
Agreement.




"Scope of
Work" means the document dated January 25, 2008 entitled "S-ISCO Application Bay
Shore OU-4 Cesspool Area Terms and Conditions – Scope of Work" annexed hereto
and made a part of this Agreement as Exhibit B.




"Services"
has the meaning ascribed to it in Article 2 of this Agreement. "Term" has the
meaning ascribed to it in Article 3 of this Agreement.




"Work
Plan" means the New York State Department of Environmental Conservation
("NYSDEC") approved "Bay Shore/Brightwaters Former MGP Site OU-4, Former Cesspool,
S-ISCO Work Plan" dated February 19, 2008 annexed hereto and made a part of this
Agreement as Exhibit C.








3






Article
2 - PERFORMANCE AND
SCOPE OF WORK




A.  The
Contractor shall perform all the work, including furnishing all labor,
materials, and equipment (except that which is specifically mentioned in this
Agreement, the Work Plan, the Scope of Work or the Proposal as being supplied by
others) as set forth in the Work Plan, the Scope of work and the Proposal,
hereinafter collectively referred to as the "Services".




B.  The
Contractor shall perform the Services in strict conformity with the terms of
this Agreement, the Work Plan, the Scope of Work and the specifications,
drawings and correspondence issued by the Company, if any, for each project to
be performed pursuant to this Agreement. The Work Plan, the Scope of Work, the
Proposal and all project specifications, drawings and correspondence are
incorporated in and hereby made a part of this Agreement.




C.  Instructions
or explanations given by the Company Representative to the Contractor to
complete, clarify or give proper effect to this Agreement, the Work Plan, the
Scope of Work, the Proposal and any specifications, drawings and correspondence
will be deemed a part of this Agreement. If there is any uncertainty as to the
meaning of any portion or portions of the Work Plan, the Scope of Work, the
Proposal, this Agreement, or any project specifications, drawings and
correspondence, such documents will be interpreted as calling for the best
quality as to materials, equipment and workmanship capable of being supplied or
applied and requiring that the Services be accurate, current and complete. Any
explanation provided by the Company Representative regarding any such
uncertainty shall be final and conclusive.




D.  The
provisions of this Agreement and the Exhibits thereto are intended to complement
each other. The Parties agree, however, that in the event of any conflict among
the terms of (i) this Agreement, (ii) the Work Plan, (iii) the'Scope of Work,
and (iv) the Proposal, the terms of the documents shall govern in the priority
listed in this sentence.




E. All
data, documents, reports, calculations, photographs, models, diagrams, specifications,
computer files and computer data generated during the performance of the
Services shall be the exclusive property of the Company and any use by the
Contractor unrelated to the preparation of the OU-4 Cesspool Area IRM Completion
Report must be authorized in advance and in writing by the Company. This
includes, but is not limited to, all process monitoring data, performance
monitoring data, soil gas analytical data, groundwater analytical data, soil
analytical data, field observations and photographs. The Contractor shall
provide a daily data report to XDD that includes all performance and process
monitoring data obtained the previous day and shall provide SXDD with real time
access to all performance and process monitoring data obtained at the
site.




F.  The
Contractor shall identify, in writing, any and all former Company employees that Contractor
hires, retains or employs to perform the Services. Such notification shall be on
the Contractor's letterhead and forwarded to the Company at the address set
forth in Article 16 hereof. Contractor shall provide such initial notification
concurrently with the execution of this Agreement and thereafter at the end of
each calendar month during the Term (as such term is defined herein) and any
extensions thereof.




Article
3 - PERIOD OF
PERFORMANCE




The term
of this Agreement shall commence as of the date set forth on the first page of
this Agreement and shall remain in effect until December 31, 2009 (the "Term"),
unless otherwise terminated pursuant to the provisions of this
Agreement.




Article
4 - PAYMENT






A.  For
and in consideration of the Contractor's true and faithful performance of each
and every
covenant, agreement and requirement set forth in this Agreement, the Company
shall pay the Contractor ) pursuant to the Scope of Work.






4






B.  The
Contractor shall submit an itemized invoice for payment to cover completed
project milestones as set forth in the Scope of Work. The Company
shall payall invoices within thirty (30) days of receipt
thereof.




C.  If the
Company disputes and/or questions any portion of an invoice and desires, in its
sole discretion, to retain the disputed portion pending resolution, the
undisputed portion of such invoice shall be payable in accordance with the terms
of this Agreement.




D.Changes In
Scope,




1.
            Extra
      Services/Deleted Services.The Company, in its sole judgment and
      discretion, and at any time or from time to time, has the right to require
      the Contractor to perform other, additional or extra Services ("Extra
      Services") that are related to the Services to be performed under this
      Agreement, and to delete all or any part of the Services ("Deleted
      Services"). Extra Services and Deleted Services shall be collectively
      referred to as "Changes in Scope." All Company required Changes in Scope
      shall be furnished to the Contractor in
writing.




2.
            Bidding.The Company reserves the rights to obtain bids and award any Extra
      Services and/or Deleted Services to other contractors or to perform the
      Extra Services and/or Deleted Services
itself.




3.
            Authorization,The Company will not consider, process or pay for Extra Services
      claims unless the Extra Services claims are submitted in writing and are
      authorized by the Company's duly executed written order prior to the
      commencement of the Extra Services.




Article
5 - OMISSION TO POINT
OUT ERRORS, VARIATIONS AND DEFECTS




The
Company Representative shall advise the Contractor of errors or variations from
the requirements of this Agreement and of defects in workmanship and material,
but it is expressly agreed that any omission on. the Company Representative's
part to point out any such errors, variations, ordefects or to provide any instructions or explanations to the Contractor
will not give the Contractor any right or claim against the Company and shall
not in any way relieve the Contractor from its obligation to perform the
Services according to the terms and conditions of this Agreement.




Article
6 WARRANTY AND
ACCEPTANCE




A.  The
Contractor represents and warrants that the Services will be performed in a
workmanlike and professional manner consistent with the professional standard of
care associated with such services and that all Services, materials and reports
prepared by the Contractor will be accurate, current, complete and consistent
with the requirements set forth in the Proposal, this Agreement and any project
specifications, drawings and correspondence. In the event that the Services
furnished by Contractor do not meet the foregoing standards of care and/or the
terms of this Agreement, Contractor will re-perform such Services at no cost to
Company, provided that Company notifies Contractor, in writing, of such
deficiency within a period of one year from the date such Services were accepted
by the Company.




B.  The
Contractor represents and warrants that it has the right to enter into and fully
perform this Agreement, and, to the best of Contractor's knowledge, information
and belief, no Services, equipment, materials, or reports furnished hereunder
will in any way infringe upon or violate any applicable law, rule or regulation,
any contract with a third party or any rights of any third person, including,
without limitation, rights of privacy, patent, trade secret, trademark or
copyright. Contractor, at its sole cost and expense, shall conduct any and all
required searches of the privacy, patent, trade secret, trademark or copyright
information to ensure that the Services, equipment, materials and reports
furnished pursuant to this Agreement are non-infringing.




C.             Acceptance
of the Services or portions of the Services shall be made in writing by the Company
Representative. No payment other than final payment for a project shall
constitute acceptance of the Services or portions thereof.






5




D.             The
Contractor's failure to comply with any provision of this Article 6 will be a
material breach of
this Agreement and the Contractor shall be liable to the Company for any and all
costs, expenses, fines, levies, legal fees, or statutory and regulatory
requirements imposed on the Company as a result of such
non-compliance.




Article
7 – SERVICES BY
OTHERS




A.  The
Company reserves the right to perform services or furnish materials not covered
by this Agreement and award contracts to third parties for such services or
materials. The Contractor shall cooperate with the Company and such third
parties and shall not interfere with the performance of such services by the
Company or by any third party.




B.  Prior to
commencing the Services, and from time to time during the Term, the Contractor
shall examine the work performed by others insofar as it influences the Services
to be performed by the Contractor. If the Contractor finds any defects in the
work performed by others, the Contractor shall immediately notify the Company in
writing and shall not proceed with the Services until such defects are corrected
or the Company Representative authorizes the Contractor proceed with the
Services in writing. If the Contractor proceeds with the Services prior to such
correction or authorization, then the Contractor shall (i) be deemed to have
accepted such work; (ii) be responsible for the accuracy of such work; and (iii)
perform any required redesign of such work at the Contractor's sole cost and
expense.




Article
8 – COMPANY'S
RESPONSIBILITIES




A. The
Company shall endeavor to provide, in a timely manner, the Contractor with all
known and then available information and data concerning the requirements for
the project for which the Services are being rendered,




B. If the
Company desires specific safety devices to be included in the design that are
beyond those required by applicable codes, regulations, rules and standards. The
Company shall so advise the Contractor in writing.




C. The
Company shall review all sketches, drawings, specifications, proposals,
contracts and other documents submitted by the Contractor, and shall inform the
Contractor promptly of the Company's comments. Any Company approval of such
documents shall not relieve the Contractor of its obligations under this
Agreement,




Article
9 - INSURANCE




A. 
Prior to commencing the Services, the Contractor shall, at its own expense,
procure and maintain
while this Agreement is in effect the following minimuminsurance in forms and with insurance companies acceptable to the
Company. The Contractor shall ensure that all of its subcontractors, agents,
employees, licensees, and invitees are similarly in compliance with the
insurance provisions set forth in this Article 9 at all times.




(1)
            Workers'
      Compensation Insurancein accordance with statutory requirements
      and Employer's Liability with a minimum limit of $1,000,000 each
      occurrence.




(2)
            Commercial
      General Liability Insuranceincluding Personal Injury, Contractual,
      Products Liability, Independent Contractors, Broad Form Property Damages
      and coverage, with the following minimum limits of liability:
              
              $1,000,000
      per occurrence Combined Single Limit; and
              
              $2,000,000
      General Aggregate.




(3)
            Professional
      Liability Insurancewith minimum limits of not less than ten
      million ($10,000,000) dollars per occurrence in respect of claims arising
      out of the performance of the Services under this Agreement and caused by
      any error, omission, or negligent act for which Contractor is liable.
      Contractor shall maintain this insurance for a minimum of two (2) years
      after the expiration or termination of this
  Agreement.








6




(4)
            Commercial Automobile
      Liability Insurancewith minimum limits of one million ($1,000,000)
      dollars per occurrence. This insurance is to apply to all owned, non-owned
      and hired automobiles used by Contractor in the performance of the
      Services or any services on behalf of the
  Company.




(5)
            Umbrella Liability
      Insuranceto be in force with the Commercial General Liability,
      Commercial Automobile Liability and Employer's Liability insurance
      policies set forth above with a minimum limit of not less than five
      million ($5,000,000) dollars per
occurrence.




B.  Endorsement.All
polices of insurance required to be maintained by Contractor pursuant to this
Article 9 shall be primary to any and all insurance carried by the Company, and
its parents, subsidiaries and affiliates. Except for Workers' Compensation
Insurance, all policies of insurance required to be maintained by Contractor
pursuant to this Article 9 shall be endorsed to warrant that the insurance
carrier(s) waive subrogation against the Company and its parents, subsidiaries
and affiliates. Such insurance policies shall include an endorsement stating
that the Company, its parents, subsidiaries and affiliates, and, if requested,
affected property owners are additional insureds with respect to the
Contractor's activities relating to this Agreement.




C.  Bonding.If the
Contractor is required by law, ordinance or regulation to be bonded, prior to
the granting of a license to engage in a business or a permit to exercise a
particular privilege, the Contractor shall provide proof of such license
bond.




D.  Insurance Notification.Prior to the commencement of the Services, the Contractor shall deliver
Certificates of Insurance showing that the insurance set forth in this Article 9
is in force and that not less than 60 days notice will be given to the Company
prior to cancellation, termination or material. alteration of said insurance.
The Contractor shall not commence the Services until the Contractor delivers
acceptable Certificates of Insurance to the Company at KeySpan Corporation, One
MetroTech Center, Brooklyn, New York 11201, Attn: Risk Management Department.
The Certificate Holder of Insurance is KeySpan Corporation, One MetroTech
Center, Brooklyn, New York 11201, Attention: Risk Management
Department.




E.  The
insurance requirements as set forth in this Article 9 are to fully protect the
Company and its
parents, subsidiaries and affiliates from and against any and all claims by
third parties, including employees of Contractor or its agents, subcontractors
and invitees. Said insurance, however, shall in no manner relieve or release the
Contractor, its agents, subcontractors, and invitees from, or limit their
liability as to any and all obligations under this Agreement.




F.  Within
eight (8) hours of the occurrence of any accidents arising out of the Services
or in connection with this Agreement, the Contractor shall provide orally.
notification to the Company, which notice shall be confirmed in writing within
seven (7) days. Such notice shall be provided to the Company's Risk Management
Department, One MetroTech Center, Brooklyn, New York 11201. Such notice shall
not relieve either Party of any of its obligations under this Agreement, nor be
construed to be other than a mere notification.




G.  If any or
all of the insurance policies required to be maintained by the Contractor
pursuant to this Article 9 are available only on a claims-made basis, then the
dates of coverage (including the retroactive date) and the time period within
which any claim can be filed shall be so stated in the Certificate of Insurance
and the Contractor shall not permit any gaps in coverage to occur.




Article
10 - INDEMNIFICATION




A.  The
Contractor shall defend and indemnify and save harmless the Company and its parents,
affiliates, subsidiaries, directors, members, trustees, shareholders, officers,
employees and agents (collectively, the "Indemnified Parties"), from and against
any and all obligations, fees, charges, demands, damages, costs, losses
(including, but not limited to property damage, bodily injury, personal injury
or death resulting therefrom), claims, penalties, expenses (including, but not
limited to, attorneys'


fees and
expenses of litigation, accounting, consulting or engineering fees and related
expenses), judgments, liens and encumbrances, whenever made or incurred, arising
out of or in connection with the negligence, acts, errors, or omissions of the
Contractor in the performance of the Services, or any person or entity rendering
services or materials to the Contractor for use in the performance of the
Services.






7




B.  The
Contractor shall defend and indemnify and save harmless the Indemnified Parties
from and against any penalties, fines or forfeitures imposed by a governmental
authority or expenses associated therewith (including, reasonable litigation
costs and reasonable attorneys' fees) arising out of or connected with any
failure or refusal by the Contractor, or any person or entity rendering services
or materials to the Contractor for use in the performance of the Services, to
comply with any law, statute, regulations, rule, ordinance, order, injunction,
writ, decree or award of any government or political subdivision thereof, or any
agency, authority, bureau, commission, department or instrumentality thereof, or
any court, regarding the performance of the Services.




C.  The
Contractor represents and warrants that the materials, goods, work and Services
provided by the Contractor under this Agreement shall be delivered free of any
third party claim for infringement of any copyright, trademark, service mark,
patent rights or any other proprietary or intellectual property rights that may
affect the adoption or use of the goods, work and Services contracted for under
this Agreement. The Contractor shall defend, hold harmless and indemnify the
Indemnified Parties from and against the payment of any royalties, damages,
losses, or expenses claimed or established against the Indemnified Parties on
behalf of any person, firm, entity or corporation arising out of or connected
with such infringement or other obligation for which the Contractor is alleged
to be responsible. The Indemnified Parties shall have the right, in their
discretion, to cancel the undelivered portion of the Services under this
Agreement upon their receipt of a notice or claim charging
infringement,




D.  The
Contractor shall indemnify and hold harmless the Indemnified Parties against any
and all liabilities whatsoever for damages and/or injuries which may be incurred
by the Indemnified Parties by virtue of defective material or workmanship in the
goods, work and Services supplied hereunder.




E.  in
accordance with Paragraphs A, B, C, and ID of this Article 10, the Indemnified
Parties have the right to demand that the Contractor undertake to defend the
Indemnified Parties against all lawsuits for which the Contractor has a duty to
indemnify the Indemnified Parties. In the event that the Contractor indemnifies
the Indemnified Parties for any damages, losses, costs, and expenses which
result from the negligence of a third party, any corresponding cause of action
which the Indemnified Parties may have against such third party will be assigned
by the Indemnified Parties to the Contractor.




F.  In the
event that an Indemnified Party becomes aware of any event or circumstance which
might entitle it to indemnification under this Article 10, it shall provide
Contractor with written notification within the earlier of thirty (30) days
after discovery of such event or circumstance or ten (10) calendar days prior to
the time any response is required by law regarding such event or
circumstance.




G.  The
Company shall indemnify and hold harmless the Contractor and its agents and
employees from and against all claims, damages, losses and expenses, including
but not limited to reasonable attorney's fees, arising out of or resulting from
damage, loss or expense if attributable to bodily injury, sickness, disease or
death, or to injury to or destruction of tangible property arising out of the
negligence, acts or omissions of the Company, or for those whose acts the
Company may be liable.




Article
11 - COMPLIANCE




A.             The
Contractor shall comply with all applicable Federal, State and local laws,
rules, ordinances,
regulations, codes, orders or directives that in any manner regulate or affect
the Services, including but not limited to, all applicable environmental laws,
ordinances and regulations, the Occupational Safety and Health Act of 1970, as
amended, and the regulations promulgated thereunder, Executive Order No. 11246,
as amended, relative to Equal Employment Opportunity and all other applicable
laws, rules and regulations, including Title VII of the Civil Rights Act of
1964, and all laws, rules and regulations applicable to the hiring of disabled
veterans, veterans of the Vietnam era and individuals with physical or mental
disabilities.






8




B.  The
attached Appendix A entitled "NONDISCRIMINATION IN EMPLOYMENT" is hereby
incorporated in and made a part of this Agreement and is binding upon the
Contractor to the extent that this Agreement constitutes a "subcontract" as
defined in Section 60-1.3(w) of the Rules and Regulations of the Office of
Federal Contract Compliance, Equal Employment Opportunity, 41 CFR Part
60.




C.  The
Contractor shall indemnify and hold the Indemnified Parties harmless from any
loss, damage, penalty or injury, including attorney's fees and expenses,
suffered by the Indemnified Parties due to the Contractor's default in
compliance with applicable Federal, state and local laws, rules, ordinances,
regulations, codes, orders or directives. This indemnification and hold harmless
obligation is separate from and independent of any other obligations of the
Contractor's to indemnify and hold the Indemnified Parties harmless from claims,
costs, obligations or expenses.




Article
12 –LIMITATION
OF LIABILITY




A.  Except as
otherwise specifically set forth herein, the Contractor's total liability to the
Company arising out of or in connection with this Agreement for the Contractor's
performance of the Services required hereunder shall not exceed the amounts paid
or payable to the Contractor hereunder; provided, however, that the foregoing
limitation of liability shall not apply to the gross negligence or willful
misconduct of the Contractor, its employees, contractors, subcontractors and
agents. The limitation of liability set forth in this Article 12 (I) is
exclusive of and shall not be reduced by any sums recoverable under any
insurance carried by or on behalf of the Contractor, its contractors and
subcontractors in accordance with this Agreement, and (ii) shall not be
construed to limit or otherwise affect the Contractor's hold
harmless/indemnification obligations set forth in this Agreement.




B.  NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST
PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF
THIS AGREEMENT.




Article
13 -EVENT OF
DEFAULT




Any one
or more of the following events shall constitute an Event of Default under this
Agreement, and the term "Default" or "Event of Default" shall mean any one or
more of the following events:




A.  The
Company's failure to pay any amount due and not in dispute pursuant to this
Agreement within thirty (30) days after the Company receives notice from the
Contractor;




B.  The
Contractor's failure to observe and perform any material covenant, condition, or
agreement on its part to be performed and such failure continues for a period of
30 days after written notice is received by the Contractor specifying the nature
of such default and requesting that it be remedied; provided however, that the
Contractor shall have up to thirty (30) days to cure or make substantial
progress (in the reasonable opinion of the Company) towards curing such
Default;




C.  The
Contractor's dissolution or liquidation, or any material representation or
warranty made herein proving to have been false or incorrect in any material
respect at the time made;




D.  The
Contractor's breach of the terms of Article 19 and/or 20 of this Agreement;
or




E.             Either
Party (i) files a petition or otherwise commences a proceeding under any bankruptcy,
insolvency, reorganization or similar law, or has any such petition filed or
commenced against it, (ii) makes an assignment or any general arrangement (other
than an assignment undertaken in connection with a financing) for the benefit of
creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced),
(iv) has a liquidator, administrator, receiver, bankruptcy trustee, conservator
or similar official appointed with respect to it or any substantial portion of
its property or assets, provided that if such action is taken without such
party's consent, such party shall be allowed 60 days to dismiss such
appointment, or (v) is generally unable to pay its debts as they come
due.










9




TERMINATION




A.  Termination for Default.If there is an Event of Default under this Agreement, the non-defaulting
Party, to the extent permitted by law, may, upon 30 days' prior written notice
to the defaulting Party, terminate this Agreement and thereupon this Agreement
shall cease and terminate unless within such 30 day period the cause of the
Event of Default hereunder that was the subject of such notice has been cured or
the defaulting Party has instituted and is diligently proceeding (in the
reasonable opinion of the non-defaulting Party) with corrective action
sufficient to cure such Event of Default.




B.  Termination for Convenience.The Company reserves the right to terminate this Agreement for
convenience upon ten days notice to the Contractor. Upon such termination, the
Company shall pay only for all Services performed through the effective date of
termination plus reasonable costs incurred in effecting such termination and
shall have no further liability to the Contractor, except as specified under
this Agreement.




Article
15 - SUBCONTRACTORS




The
provisions of this Agreement apply to any authorized subcontractors and their
directors, officers, agents and employees in all respects and the Services
performed by a subcontractor are subject to the provisions hereof, as if
furnished directly by the Contractor. The Contractor is not discharged in any
manner from its obligations and liabilities hereunder by the employment of a
subcontractor but is liable hereunder for all subcontractor acts and omissions.
The Contractor shall obtain the Company's written approval for each of its
subcontractors prior to the commencement of the Services to be performed by such
subcontractor. Upon the Contractor's request to subcontract any portion of the
Services, the Contractor shall provide references to enable the Company to
verify the subcontractor's experience. The Contractor shall not subcontract in
whole or in part any of the Services, without first having obtained the
Company's written consent to such subcontract. Any such subcontract for which
the Company's written consent is not obtained will be null and
void.




Article
16 - NOTICES/COMPANY
CONTACTS




A,    All
notices, demands, requests, consents, approvals and other communications which may or
are required to be given by either Party to the other Party under this Agreement
must be in writing and sent by United States registered or certified mail,
postage prepared, return receipt requested or a national overnight carrier, and
addressed to the Party for whom it is intended at its address set forth
below:








If to the
      Contractor:
            
            [Contractor
      to specify]Attn:If
      to the Company:KeySpan
      Corporate Services LLC
              One
      MetroTech Centre Brooklyn, NY 11201
              Attention:
      Christine Stockhausen
              Telephone:
      718-403-2775
              Facsimile:
      718-797-5786






B.  Either
Party may designate a change of address by written notice to the other Party.
Such notice shall be given at least ten (10) days before such change of address
is to become effective.




C.  The
Contractor shall contact the following individuals with respect to the matters
set forth below regarding this Agreement:




(1)  Commercial- For
commercial matters contact Christine Stockhausen at 718-403­2775. Commercial
matters include inquiries regarding Agreement terms and conditions,
modifications to this Agreement and negotiation of changes.




(2)  Performance of Services- For performance related issues, contact William J. Ryan at (516)
545-2586.






10








Article
17 – AUDITS




From the
date hereof, the Contractor shall provide the Company access to all of the
Contractor's books, records, vouchers, memoranda, papers or documents relating
to the Services and the Contractor shall preserve all such records for a period
of two (2) years after final payment under this Agreement, during which period
the Company shall complete any audit that may be desired. If the Company does
not avail itself of this right of access to the Contractor's records as herein
provided, the Company will not be deemed to have waived any of the Company's
other rights under this Agreement or to have ratified or accepted the
Contractor's charges for any Services performed.




Article
18 - TAXES




A.  The
Contractor shall be responsible for and shall pay all payroll taxes and other
taxes it incurs in performing the Services.




B.  The
Contractor shall not include New York State or local sales tax on its invoices.
If applicable, the Company will pay such taxes directly to New York State
through Direct Payment Permit Number DP-3471 (1.D. No. 11-3431358). If a
certificate of exemption or similar document is required to exempt the
Contractor from sales or similar tax liability, the Company shall obtain and
furnish to the Contractor evidence of such exemption in a form satisfactory to
the applicable taxing authority.




Article
19 - GRATUITIES




The
Contractor on behalf of itself and its agents, servants, employees and
subcontractors, warrants that no gratuity, payment, gift, service or other item
of value (excepting a business meal or gift of nominal value) will be offered to
any Company employee, or to any family member of a Company employee, or an
employee of the parents, subsidiaries or affiliates of the Company. Whether or
not authorized and whether or not intended to influence, the tendering of any
such gratuity, payment, gift, service or other item of value (excepting a
business meal or gift of nominal value) to: any such employee or to any employee
family member, associate or agents of such employee; is an Event of Default and
shall give rise to an immediate right of termination of this Agreement by the
Company.




Article
20 - NON-DISCLOSURE




A.  The
Contractor hereby acknowledges that in connection with its performance of
Services, the Contractor may be furnished with or exposed to information that is
proprietary and confidential to the Company and/or its parents, subsidiaries and
affiliates (the "Confidential Information"). Confidential Information shall
include but shall not be limited to information concerning customers, employees,
contractors, facility locations, techniques, methods, computer programs,
software, drawings, maps, plans, and other data relating to the Company, its
parents, subsidiaries and affiliates.




B.  It is
understood and agreed that (i) the Contractor shall use such Confidential
Information only in connection with performing the Services, and (ii) the
Contractor shall not disclose such Confidential Information to third parties or
use such Confidential Information for any other purpose without the Company's
prior written consent.




C.  Upon
project completion and/or the expiration or termination of this Agreement, the
Contractor shall immediately return all such Confidential Information, including
all copies thereof, to the Company, and shall delete and/or destroy any and all
electronic filing maintained by the Contractor that contain Confidential
Information, The Contractor acknowledges that the breach of the Contractor's
obligations under this provision will cause irreparable harm to the Company, its
parents, subsidiaries and affiliates. Any breach of these provisions by the
Contractor shall entitle the Company, its parents, subsidiaries and affiliates
to make use of any and all available remedies under this Agreement, and at law
and in equity including, but not limited to, injunctive relief.




D.  The
non-disclosure obligations set forth in this Article 20 shall not apply to (i)
information that was in the public domain prior to Contractor's receipt thereof
or that subsequently becomes a part of the public domain by publication or
otherwise, except through the Contractor's wrongful act; (ii) information made
available to the Contractor by a third party having no confidentiality
obligations with respect
thereof; or (iii) information which was in the possession of Contractor prior to
disclosure by Company. In the event that Contractor is required, in the course
of administrative or judicial proceedings, to disclose Confidential Information,
Contractor may make such disclosure; provided, however, that Contractor shall
immediately notify Company of the requirement prior to disclosing the
Confidential Information so that the Company may attempt to cause such third
party to treat the Confidential Information in a confidential manner and to
prevent such Confidential Information from becoming part of the public domain.
The above non-disclosure obligations shall remain in effect for a period of two
(2) years from the expiration or earlier termination of this
Agreement.






11




E.  Notwithstanding
the foregoing,
neither the Contractor nor itsSubcontractors shall communicate with the
public, the media, regulatory agencies or other third parties regarding any
aspect of the Services or the Company's environmental cleanup activities in
Bayshore. Personnel of VeruTEK and its Subcontractors shall direct any such
third party inquiries to the XDD Site Manager.




F.  Contractor
shall not use the Company's name or logo or the name or logo of any of the
Company's parents, subsidiaries or affiliates, for any advertising, promotion,
trade display or other commercial purposes without the prior written consent of
the Company.




Article
21 - FORCE
MAJEURE




Neither
Party shall be considered to be in default in the performance of its obligations
under this Agreement, to the extent that the performance of any such obligation
is prevented or delayed by any cause, which is beyond its reasonable control,
including without limitation, acts of God; entry of an injunctive or restraining
order or judgment of any governmental authority, provided that such order or
judgment is not the result of the act, or failure to act, of a Party or its
subcontractors or suppliers; strikes; lockouts or other industrial disturbances;
acts of public enemies; wars; blockades; riots; civil disturbances; epidemics;
floods; hurricanes; tornadoes; and general arrest or restraint of government
("Force Majeure"). When it is determined that Force Majeure may result in a.
delay of Services, the affected Party shall (i) promptly notify the other Party
of such. Force Majeure and its cause and confirm the same in writing within ten
(10) calendar days of discovery of the event or circumstances constituting such
Force Majeure; (ii) immediately supply such available information about the
event or circumstances constituting the Force Majeure and the cause thereof as
is reasonably requested by the other Party; and (iii) immediately initiate the
removal of the cause of the Force Majeure or, if removal is not possible, to
mitigate the effect thereof. In the absence of such notification, the affected
Party waives the right to claim that Services were delayed by the occurrence of
such event. If, however, the Contractor's performance is delayed, or it is
reasonable to anticipate that performance will be delayed, for a period of one
month, the Company shall have the right, in its sole discretion, to terminate
this Agreement and will remit payment to the Contractor for Services performed
up to the time of such termination.




Article
22 - INDEPENDENT
CONTRACTOR




The
status of the Contractor under this Agreement shall be that of any independent
contractor and, in accordance with such status, the Contractor and its officers,
agents, employees, representatives and servants shall at all times during the
Term of this Agreement conduct themselves in a manner consistent with such
status and by reason of this Agreement shall neither hold themselves out as, nor
claim to be acting in the capacity of, officers, employees, agents,
representatives or servants of the Company nor make any claim, demand or
application for any right or privilege applicable to the Company including,
without limitation, rights or privileges derived from Worker's Compensation
coverage and retirement membership or credit.




Article
23 - ARTICLE
TITLES




The
article titles are only for purposes of convenience, do not form a part of this
Agreement, and will not be construed to qualify, explain, or affect any
provision of this Agreement.




Article
24 - GOVERNING
LAW




This
Agreement will be deemed to have been entered into and will be construed,
governed and enforced in accordance with the laws of the State of New York,
excluding its conflict of law rules. Any action arising out of or relating to
this Agreement will be brought in New York State Supreme Court,


Nassau or
Suffolk Counties, or United States District Court for the Eastern District of
New York. The Contractor, therefore, waives any rights it may have to insist
that any lawsuit to which it is a party be litigated in any venue other than the
above courts, and covenants not to sue the Company or its parents, subsidiaries
or affiliates in any court other than the above described courts with respect to
any Agreement-related dispute.








12






Article 25 -ASSIGNMENT






This
Agreement is binding upon the Parties and their heirs, executors,
administrators, successors, and assigns. Neither party shall assign this
Agreement without first having obtained the other Party's written consent to
such assignment. Any such assignment for which the other Party's written consent
is not obtained will be null and void.


Article
26 -BINDING
EFFECT




This
Agreement inures to the benefit of and is binding upon the Parties hereto and
their respective permitted successors and assigns; provided however, that this
Agreement will not bind the Company until executed by a duly authorized
representative of the Company and, if required, approved or ratified by the
Company's Board of Directors.




Article 27 -SEVERABILITY




If any
Article, phrase, provision or portion of this Agreement is, for any reason, held
or adjudged to be invalid or illegal or unenforceable by a court of competent
jurisdiction, such Article, phrase, provision or portion so adjudged will be
deemed separate, distinct and independent and the remainder of this Agreement
will be and remain in full force and effect and will not be invalidated or
rendered illegal or unenforceable or otherwise affected by such adjudication.
The Parties will endeavor to promptly negotiate a revised term or condition to
replace that which was deemed illegal or. unenforceable.




Article 28 -COUNTERPARTS




This Agreement may be executed in several counterparts, each of which is an
original and all of which constitute one and the same instrument.




Article 29 - ENTIRE
AGREEMENT




This
Agreement constitutes the entire agreement between the Parties relating to the
subject matter hereof and completely and fully supersedes all other prior
understandings or agreements, both written and oral, between the Parties. All
previous communications and representations, whether oral or written, including,
but not limited to any proposal(s), purchase order(s), and/or invoice(s) are
hereby annulled and superseded, except to the extent that any such
communications and representations are specifically incorporated in or referred
to in this Agreement. This Agreement may be amended, changed, modified or
altered only by a written instrument executed by both Parties.




Article 30 - WAIVER




No delay
or omission in the exercise of any right under this Agreement will impair any
such right or will be taken, construed or considered as a waiver or
relinquishment thereof, but any such right may be exercised from time to time
and as often as may be deemed expedient. If any of the terms and conditions are
breached and thereafter waived, such waiver will be limited to the particular
breach so waived and will not be deemed to be a waiver of any other breach under
this Agreement.




Article
31 -PROVISIONS
REQUIRED BY LAW DEEMED INSERTED




Each and
every provision of law and governmental regulation required by law to be
inserted in this Agreement is deemed inserted and this Agreement will read and
be enforced as though the same were so included in this Agreement. If through
mistake or otherwise any such provision is not inserted or is not correctly
inserted, then, upon the application of either Party, this Agreement shall be
deemed to be amended to make such insertion or correction.






13








Article
32 - DISPUTE
RESOLUTION




A.  Step Negotiation.In
the event of a dispute regarding this Agreement, the Parties shall attempt, in
good faith, to resolve the dispute amicably and promptly by appointing a senior
executive of each Party to attempt to mutually agree upon a resolution. Either
Party may give the other Party written notice of any dispute or claim. Within
ten (10) days after delivery of said notice, the executives will meet at a
mutually acceptable time and place and thereafter as often as they reasonably
deem necessary to exchange information and attempt to resolve the dispute or
claim within thirty (30) days.




B.  Mediation.If the
senior executives of the Parties fail to reach agreement by direct negotiation
within thirty (30) days from the commencement of step negotiation as set forth
in Paragraph A of this Article 32, the Parties may submit the dispute to
non-binding mediation under the Construction Industry Mediation Rules of the
American Arbitration Association (the "AAA").




C.  Arbitration.If the
Parties cannot resolve the dispute by non-binding mediation within thirty (30)
days from the commencement of mediation, the dispute may be submitted, upon
request of either Party, to binding arbitration by a retired New York State or
federal court judge who has not previously been employed by either Party, and
does not have a direct or indirect interest in either Party or the subject
matter of the arbitration. Such arbitrator shall either be as mutually agreed by
the Parties within thirty (30) days after written notice from either Party
requesting arbitration, or failing agreement, shall be selected under the
expedited rules of the AAA for Commercial Dispute Resolution, unless otherwise
agreed by the Parties. Such arbitration shall be held within the State of New
York. The substantive law specified in this Agreement shall apply to the
proceeding, and the rules of the AAA shall apply to the extent not inconsistent
with the rules herein specified. The judgment rendered by the arbitrator may be
enforced in any court having jurisdiction of the subject matter and the Parties.
All costs of the arbitration shall be paid equally by the Parties, unless the
award shall specify a different division of the costs, Each Party shall be
responsible for its own expenses, including attorneys' fees. Each Party shall be
afforded adequate opportunity to present information in support of its position
on the dispute being arbitrated. The arbitrator may also request additional
information from the Parties.




D.  Arbitration Rules,The arbitrator shall be bound by the terms of this Agreement and may not
detract from or add to its terms. The Parties may by mutual agreement specifythe
rules that are to govern the arbitration proceedings and limit the matters to be
considered. To the extent practical, the arbitrator shall render a decision
within thirty (30) days after the commencement of the proceedings. The findings
and award of the arbitrator shall be final and conclusive and shall be binding
upon the Parties, except as otherwise provided by applicable law. Each Party
agrees that it will not bring a lawsuit concerning any dispute covered by this
arbitration provision and submitted to arbitration, except for matters where a
Party may seek a temporary restraining order, preliminary injunction or similar
equitable relief in any court of competent jurisdiction, and except for matters
where a Party may seek a permanent injunction, specific performance or similar
equitable relief in such court to enforce a decision reached through
arbitration. Any monetary award of the arbitrator may be enforced by the Party
in whose favor such monetary award is made in a court of competent jurisdiction.
If an action is instituted to enforce such arbitration proceeding or decision,
the Party prevailing in such action shall be entitled to recover from the other
Party reasonable attorneys' fees and costs of such suit as part of the
judgment.




E. Continued Performance.Unless otherwise directed by the Company, the Contractor shall continue
performance of the Services in conformance with the requirements of this
Agreement notwithstanding the existence of any dispute or controversy between
the parties; providedthat the Company shall continue to make undisputed payments to the
Contractor in accordance with the terms hereof.




Article
33 - E-COMMERCE




The
Company reserves the rights, but shall not be obligated, to (a) convert all
terms that are the subject of this transaction to an 'e-commerce' format to
enable the Company to conduct its management of and performance under this
Agreement over the Internet, and (b) to use the services of a third party
provider to furnish or create the required 'e-commerce' solution for such
Internet capability.






14






Article
34 — HAZARDOUS
MATERIALS




In the
event the Contractor encounters or suspects the presence of asbestos containing
material ("ACM") or any materials classified as hazardous or regulated
substances, materials or waste by any federal, state, or local law, regulation
or ordinance ("Contaminated Material"), other than any ACM or Contaminated
Material identified in the project specifications, while engaged in the
performance of the Services, the Contractor shall immediately discontinue that
portion of the Services in progress in the affected area and shall notify the
Company of such actual or suspected presence of ACM or Contaminated Material.
Following such notification, the Company shall assess the conditions in the
affected area.




Article
35 — REUSE OF
DOCUMENTS




The
drawings and documents prepared or furnished by the Contractor pursuant to this
Agreement shall not beused by the
Contractor for any other purpose. Any modifications to such drawings and
documents made by or on behalf of the Company by anyone other than a
professionally licensed engineer shall be at the Company's sole
risk.




Article
36 — THIRD PARTY
BENEFICIARY




Nothing
under this Agreement shall be construed to give any rights or benefits in the
Agreement to anyone other than the Company, its parents, subsidiaries and
affiliates, and the Contractor, and all duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and exclusive benefit of the
Company, its parents, subsidiaries and affiliates and the Contractor and not for
the benefit of any other party, including employees of Contractor. In no event
shall this Agreement be construed to (i) be an employment agreement with any
employee of Contractor, or (ii) otherwise create any employee rights for the
benefit of Contractor's employees.




Article
37 — PARTIALLY
COMPLETED SERVICES




If the
Contractor for any reason does not complete all of the Services under this
Agreement, the Contractor shall be responsible for the accuracy, completeness,
and workmanship of the completed Services. Contractor shall not be responsible
for any claim, loss, damage or expenses in the event the Company uses the
partially completed. Services to complete the project or for any other
purpose.




Article
38 — ELECTRONIC
MEDIA




Electronic
media, including magnetic and optical disks and magnetic tapes, submitted by the
Contractor to the Company under this Agreement shall operate on a system of
hardware and software compatible to that utilized by the Company. The Company
acknowledges that, with the passage of time, the system on which the electronic
media was produced may bechanged and updated. The Contractor
and the Company agree that while the Contractor is under no obligation to
maintain electronic media for the Services to operate on changed or updated
electronic systems, the Parties shall provide reasonable cooperation in the
transfer of electronic media to new technology as required.




Article
39 — REMOVAL OF
ENGINEER'S EMPLOYEES




A.  The
Contractor shall immediately remove from the Company's property any Contractor
employees the Contractor or subcontractor employees for conduct which in the
Company Representative's opinion is improper, and such employees will not again
be assigned to perform the Services under this Agreement.




B.  The
Contractor shall also remove from the Company's property any Contractor or
subcontractor employees whose presence, in the Company Representative's opinion,
is undesirable during periods of national emergency or any other times when the
Company Representative determines that the interests of the Company might be
prejudiced by the continued presence of such employees at the site. It will not
be necessary for the Company Representative to give any reason when directing
the Contractor to remove employees from the site.




C.            The
Contractor shall require Contractor and subcontractor employees to conform to
the rules and
regulations of the Company and any agencies having jurisdiction at the
site.








15






Article
40 – NON-EXCLUSIVE
AGREEMENT




The
Contractor acknowledges and agrees that this Agreement is not exclusive. It is
understood and agreed that while this Agreement is in effect, the Company may
retain any other person, firm or entity to provide and perform the Services
contemplated hereunder by executing an agreement substantially similar to this
Agreement.




Article
41 – CONFLICT
OF INTEREST




Prior to
initiating any work under this Agreement, Contractor shall undertake a
comprehensive conflict of interest review to determine that it has no current or
past obligation, direct or indirect that would conflict with the provision of
the Services or would otherwise hinder Contractor's zealous defense of its
provision of Services. Contractor shall inform KeySpan in writing that such
conflict check has been completed within fifteen (15) days of execution of this
Agreement. Until the completion of the Services and any follow up expert witness
work that may be required, Contractor shall not directly or indirectly, provide
services to, or be employed by, any party to provide services that may give rise
to a potential conflict with the Services provided under this Agreement or
otherwise inhibit Contractor from performing Services, unless prior written
consent is obtained from KeySpan. Contractor shall continue to be bound by the
terms of the Confidentiality provisions of this Agreement after performance of
its services. In no event shall Contractor perform services for another party
wherein Contractor shall describe KeySpan's approach or mindset ("KeySpan's
Confidences") regarding environmental issues or any other issue to another
party. Contractor recognizes that such a disclosure of KeySpan's Confidences
would create irreparable damage to KeySpan and KeySpan shall be entitled to seek
injunctive relief to remedy such damage.




Article
42 – WORK IN
HARMONY




Contractor
shall be responsible for harmonious labor relations among (i) its own employees
and (ii) with respect to its presence at the site, its own employees, KeySpan
employees, and the employees of any other contractors that are on or in
proximity to the site. Contractor shall be responsible for any costs andior
delays resulting from its failure to comply with this section.




IN WITNESS WHEREOF,the
Parties have caused this Agreement to be executed by their duly authorized
representatives as of the date set forth in the preamble to this
Agreement.









KEYSPAN CORPORATE SERVICES
      LLC
            
            ContractorVERUTEK TECHNOLOGIES,
      INC.By: /s/
      David C. Lodemore
            
            By:  /s/
      John CollinsName: David C.
      Lodemore
            
            Name: John CollinsTitle: VP
      Environmental
            
            Title: President
      & CEO






16






APPENDIX
A




NONDISCRIMINATION
IN EMPLOYMENT




Federal
Requirement




During
the performance of this contract, the Contractor agrees as follows:




A.  The
Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex or national origin. The Contractor
will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, creed,
color, sex or national origin. Such action shall include, but not be limited to
the following: employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The
Contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the contracting officer
setting forth the provisions of this nondiscrimination clause.




B.  The
Contractor will in all solicitations or advertisements for employees placed by
or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment without regard to race, creed, color, sex or
national origin.




C.  The
Contractor will send to each labor union or representative of workers with which
it has a collective bargaining agreement or other contract or understanding, a
notice, to be provided by the agency contracting officer, advising the labor
union or workers' representative of the Contractor's commitments under Section
202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of
the notice in conspicuous places available to employees and applicants for
employment.




D.  The
Contractor will comply with all provisions of Executive Order No. 11246 of Sept.
24, 1965, and of the rules, regulations, and relevant orders of the Secretary of
Labor.




E.  The
Contractor will furnish all,
information and re ports required by Executive Order No 11246 of September 24.
1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accountsby the
contracting agency and the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules, regulations, and orders.




F.  in the
event of the Contractor's noncompliance with the nondiscrimination clauses of
this Agreement or with any of such rules, regulations, or orders, this Agreement
may be canceled, terminated or suspended in whole or in part and the Contractor
may be declared ineligible for further Government contracts in accordance with
procedures authorized in Executive Order No. 11246 or Sept. 24, 1965, and such
other sanctions may be imposed and remedies invoked as provided in Executive
Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the
Secretary of Labor, or as otherwise provided by law.




G. The
Contractor will include the provisions of Paragraphs (A) through (F) in every
subcontract or purchase order unless exempted by rules, regulations, or orders
of the Secretary of Labor issued pursuant to Section 204 of Executive Order No.
11246 of Sept. 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The Contractor will take such action with respect to
any subcontract or purchase order as the contracting agency may direct as a
means of enforcing such provisions including sanctions for noncompliance;
provided, however, that in the event the Contractor becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the contracting agency, the Contractor may request the United
States to enter into such litigation to protect the interests of the United
States.




For the
purposes of this clause the words "Contracting Officer," "Agency Contracting
Officer," and "Contracting Agency," shall be deemed to be the Contractor;
"Government Contracts" shall be deemed to include contracts of the
Contractor.




New
York State Requirement




During
the performance of this Agreement, the Contractor agrees as
follows:




A. The
Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex or national origin, and will take
affirmative action to ensure that they are afforded equal employment
opportunities without discrimination because of race, creed, color, sex or
national origin. Such action shall be taken with reference, but not be limited,
to: recruitment employment, job assignment, promotion, upgrading, demotion,
transfer, layoff or termination, rates of pay or other forms of compensation,
and selection for training of retraining, including apprenticeship and
on-the-job training.




17








B.  The
Contractor will send to each labor union or representative of workers with which
it has or is bound by a collective bargaining or other agreement or
understanding, a notice, to be provided by the State Commission for Human
Rights, advising such labor union or representative of the Contractor's
agreement under clauses (A) through (G) (hereinafter called "nondiscrimination
clauses"). If the Contractor was directed to do so by the contracting agency as
part of the bid or negotiation of this Agreement, the Contractor shall request
such labor union or representative to furnish it with a written statement that
such labor union or representative will not discriminate because of race, creed,
color, sex or national origin and that such labor union or representative either
will affirmatively cooperate, within the limits of its legal and contractual
authority, in the implementation of the policy and provisions of these
nondiscrimination clauses or that it consents and agrees that recruitment,
employment and the terms and conditions of employment under this contract shall
be in accordance with the purposes and provisions of these nondiscrimination
clauses. If such labor union or representative fails or refuses to comply with
such a request that it furnish such a statement, the Contractor shall promptly
notify the State Commission for Human Rights of such failure or
refusal.




C.  The
Contractor will post and keep posted in conspicuous places, available to
employees and applicants for employment, notices to be provided by the State
Commission for Human Rights setting forth the substance of the provisions of
clauses (a) and (b) and such provisions of the State's laws against
discrimination as the State Commission for Human Rights shall
determine.




D.  The
Contractor will state, in all solicitations or advertisements for employees
placed by or on behalf of the Contractor, that all qualified applicants will be
afforded equal employment opportunities without discrimination because of race,
creed, color, sex or national origin.




E.  The
Contractor will comply with the provisions of Sections 291-299 of the Executive
Law and the Civil Rights Law, will furnish all information and reports deemed
necessary by the State Commission for Human Rights under these nondiscrimination
clauses and such sections of the Executive Law, and will permit access to its
books, records and accounts by the State Commission for Human Rights, the
Attorney General and the Industrial Commissioner for purposes of investigation
to ascertain compliance with these nondiscrimination clauses and such sections
of the Executive Law and Civil Rights Law.




F.  This
Agreement may be forthwith canceled, terminated or suspended, in whole or in
part, by the contracting agency upon the basis of a finding made by the State
Commission for Human Rights that the Contractor. has not complied with these
nondiscrimination clauses, and the Contractor may he declared ineligible for
future contracts Made by or on behalf of the State or a public authority or
agency of the State, until it satisfies the State Commission for Human Rights
that it has established and is carrying out a program in conformity with the
provisions of these nondiscrimination clauses. Such finding shall be made by the
State Commission for Human Rights after conciliation efforts by the Commission
have failed to achieve compliance with these nondiscrimination clauses and after
a verified complaint has been filed with the Commission, notice thereof has been
given to the Contractor and an opportunity has been afforded it to be heard
publicly before three members of the Commission. Such sanctions may be imposed
and remedies invoked independently of or in addition to sanctions and remedies
otherwise provided by law.




G.  The
Contractor will include the provisions of clauses (A) through (F) in every
subcontract or purchase order in such a manner that such provisions will be
binding upon such subcontractor or vendor as to operations to be performed
within the State of New York. The Contractor will take such action in enforcing
such provisions of such subcontract or purchase order as the contracting agency
may direct, including sanctions or remedies for non­compliance. If the
Contractor becomes involved in or is threatened with litigation with a
subcontractor or vendor as a result of such direction by the contracting agency,
the Contractor shall promptly so notify the Attorney General, requesting him to
intervene and protect the interests of the State of New York.