EXHIBIT 10.8
DOE F 4600.1#
(7/81)
                            U.S DEPARTMENT OF ENERGY
                      NOTICE OF FINANCIAL ASSISTANCE AWARD

Under the authority of Public Law 95-91 and 95-224, as amended by 97-258 and
subject to legislation, regulations and policies applicable to (cite legislative
program title):_________________________________________________________________

1.   PROJECT TITLE:

Advanced Flue Gas Conditioning as a Retrofit Upgrade to Enhance PH Collection
from Coal-Fired Electric Utility Boilers

2.   INSTRUMENT TYPE:     [ ] GRANT        [X] COOPERATIVE AGREEMENTS

3.   RECIPIENT (Name address, zip code, area code phone #)

ADA Environmental Solutions, LLC
8100 South Park Way, B-2
Littleton, CO 80120

4.   INSTRUMENT NO. DE-FC26-0ONT40755

5.   AMENDMENT NO.     A000

6.   BUDGET PD.     FROM:       TO:
                  01/25/00   01/24/03

7.   PROJECT PD.    FROM:       TO:
                  01/25/00   01/24/03

8.   RECIPIENT PROJECT DIRECTOR (Name & Telephone #.)

e-mail: jeanb@adaes.com
Ms. C. Jean Bustard  (303) 734-1727

9.   RECIPIENT BUSINESS OFFICER (Name & Telephone #.)

e-mail: rechards@adaes.com
Richard Schlager  (303) 734-1727

10.  TYPE OF AWARD

[X] NEW          [ ] CONTINUATION       [ ] RENEWAL
[ ] REVISION     [ ] SUPPLEMENT

11.  DOE PROJECT OFFICER (Name address, zip code, phone #)

John M. Rockey (304-285-4711)
U.S. Department of Energy
National Energy Technology Laboratory
P. O. Box 880
Morgantown, WV  26507-0880

12.  ADMINISTERED BY (Name address, zip code, phone #)

Dona Sheehan (412) 386-5918
U.S. Department of Energy
National Energy Technology Laboratory
P.O. Box 10940, MS 921-100
Pittsburgh, PA  15236-0940

13.  RECIPIENT TYPE

[ ] STATE GOV'T    [ ] INDIAN TRIBAL GOV'T   [ ] HOSPITAL   [X] FOR PROFIT
                                                                ORGANIZATION
[ ] INDIVIDUAL     [ ] LOCAL GOV'T           [ ] INSTITUTION OF HIGHER
                                                 EDUCATION
[ ] OTHER NONPROFIT
    ORGANIZATION   [ ] C [ ] P [ ] SP        [ ]OTHER (Specify)_____________

14.  ACCOUNTING AND APPROPRIATIONS DATA:  26-00NT40752.000

a. Appropriation Symbol   b. B&R Number   c. FT/AFP/OC          d. CFA Number
       89X0213.91            AA2025200       FT0391/JA/255         01931740

15.  EMPLOYER I.D. #.   84-1457385

16.  BUDGET AND FUNDING INFORMATION

a. CURRENT BUDGET PERIOD (BP) INFORMATION
(1) DOE Funds Obligated This Action                         $  249,000
(2) DOE Funds Authorized for Carry Over                     $      -0-
(3) DOE Funds Previously Obligated in this Budget Period    $      -0-
(4) DOE Share of Total Approved Budget                      $1,033,956
(5) Recipient Share of Total Approved Budget                $  750,185
(6) Total Approved Budget                                   $1,784,141

B. CUMULATIVE OBLIGATIONS
(1) This Budget Period [Total of lines a.(1) and a.(3)]     $  249,000
(2) Prior Budget Periods                                    $      -0-
(3) Project Period to Date [Total of lines a.(1) and a.(3)] $  249,000

17.  TOTAL ESTIMATED COST OF PROJECT: $1,784,141  DOE share $1,033,956

(This is the current estimated cost of the project. It is not a promise to award
nor an authorization to expend funds in this amount.)

18.  AWARD/AGREEMENT TERMS AND CONDITIONS: This award/agreement consists of this
     form plus the following:

     a. Special terms and conditions.
     b. Applicable program regulations (specify) __________ (Date) _______
     c. DOE Assistance Regulations, 10 CFR Part-600, as amended.
     d. Application / proposal dated May 10, 1999, [ ] as submitted [X] with
        changes as negotiated.

19.  REMARKS This award consists of Section I (face page), Section II (Special
     Terms and Conditions), Section III (Intellectual Property), and Section IV
     (List of Attachments). CFDA: 81.089

20.  EVIDENCE OF ACCEPTANCE

/s/ Michael D. Durham                          2/2/00
------------------------------------------------------
(Signature of Authorized Official)             (Date)

Michael D. Durham
------------------------------------------------------
(Name)

President
------------------------------------------------------
(Title)

21.  AWARDED BY

/s/ Richard D. Rogus                          1/25/00
------------------------------------------------------
(Signature)                                    (Date)


Richard D. Rogus
------------------------------------------------------
(Name)

Contracting Officer
------------------------------------------------------
(Title)

<PAGE>
                   SECTION II -- SPECIAL TERMS AND CONDITIONS
                   ------------------------------------------

2.1 CONSECUTIVE NUMBERING (JAN 1999)
------------------------------------

Due to automated procedures employed in formulating this document, clauses and
provisions within it may not always be continuously numbered.

2.2 PREVAILING REGULATIONS (NOV 1998)
-------------------------------------

As indicated on the face page, Block 18c, this Award is subject to the DOE
Assistance Regulations of Title 10, Code of Federal Regulations, Part 600. This
set of regulations may be found in most major libraries or on the World Wide Web
at:
                   http://www.pr.doe.gov/fahome.htmi

2.3 ORDER OF PRECEDENCE(DEC 1999)
---------------------------------

In the event of any inconsistency among the provisions of this agreement, the
inconsistency shall be resolved by giving precedence as follows: (a) Applicable
Public Laws; (b) the special terms and conditions or schedule of articles; (c)10
CFR Part 600; and (d) other documents, exhibits and attachments.

2.4 SUBSTANTIAL INVOLVEMENT BETWEEN DOE AND THE RECIPIENT (JAN 1999)
--------------------------------------------------------------------

There will be substantial involvement between the DOE and the Recipient during
performance of this Cooperative Agreement. The DOE will participate in review
and approval during the project period of one stage before work can begin on a
subsequent stage, thereby sharing the responsibility for the direction of the
project. In addition, the DOE will share responsibility for the management of
the project as further described in this section.

a.   Recipient Role
     --------------

          The Recipient shall be responsible for all aspects of project
          performance as set forth in the Application dated May 10,1999, as
          revised. All services, personnel, facilities, equipment, materials,
          and supplies shall be furnished by the Recipient, unless otherwise
          specified under this Cooperative Agreement.

          The Recipient shall designate a Project Manager who shall serve as its
          authorized representative for the technical and administrative
          elements of all work to be performed under this Cooperative Agreement.
          The Project Manager shall be the single authorized point of contact
          for all communications between the Recipient and DOE.

b.   DOE Role
     --------

          DOE shall monitor the Recipient's progress in performing the project
          and shall have a substantial role in project decision making.

          The DOE Contracting Officer is the only Government Representative
          authorized to accept the reports and other deliverables the Recipient
          is required to provide under this Cooperative Agreement. The review
          and comment of such reports and other deliverables may be delegated to
          the Contracting Officer's authorized representative (COR).

          The DOE Contracting Officer shall designate a COR who shall have the
          authority to issue written technical advice which suggests redirecting
          the project work (e.g., by changing the emphasis among different
          tasks), or pursuing specific lines of inquiry likely to assist in
          accomplishing the Statement of Work. The COR shall have the authority
          to comment on those technical reports, plans, and other technical

                                        2
<PAGE>

          information the Recipient is required to submit to DOE for review and
          comment. The COR is not authorized to issue, and the Recipient is not
          required to follow, any technical advice which constitutes work which
          is not within the scope of the Statement of Work; which in any manner
          causes an increase or decrease in the total estimated cost or in the
          time required for performance of the project; which has the effect of
          changing any of the terms or conditions of the Cooperative Agreement;
          or which interferes with the Recipient's right to perform the project
          in accordance with the terms and conditions of this Cooperative
          Agreement.

c.   No Government Obligation to Third Parties
     -----------------------------------------

          In connection with the performance of the project, the Government
          shall have no obligation or responsibility to any contractor,
          subcontractor or other person who is not a party to this Cooperative
          Agreement. The foregoing limitation shall apply notwithstanding the
          Contracting Officer's prior approval or consent of any contract
          awarded by the Recipient. The Recipient shall be responsible, without
          recourse to DOE, except for amounts DOE is otherwise obligated to pay
          pursuant to the provisions of this Cooperative Agreement for the
          resolution and satisfaction of all pre-award protests, contract
          administration issues, and contract disputes arising out of
          acquisitions related to the Project.


2.5 COST SHARING (DEC 1999)
---------------------------

In accordance with 10 CFR 600.1230), cost sharing by the Recipient is required
and is to be not less than 20% of the total proposed amount.

The total estimated project cost is $1,784,141. For billing purposes, DOE and
the Participant shall share actual allowable direct and indirect project costs
(including cost sharing) in the percentages set forth below:

DOE                73%
Participant        27%

If final allowable project costs exceed $1,297,351, DOE's maximum contribution
to the project is $1,033,956. Once DOE has paid $1,033,956, the Participant
shall complete the project at the Participant's own expense.

If final allowable costs are less than $1,297,351, and the Participant completes
the project, DOE shall share 80% of final allowable project costs.

2.6 FUNDING (JULY 1999)
-----------------------

Funding in the amount of $249,000 is obligated and made available for payment of
the Government's share of allowable costs.

The Recipient shall promptly notify the Contracting Officer in writing of the
estimated amount of additional funds, if any, are required to continue timely
performance under this award and when the funds will be required. The maximum
DOE obligation to the Recipient is shown in Block 16 of the DOE Form 4600.1. The
Government is not obligated to increase the total dollar amount funded and the
Recipient is not obligated to continue performance under this award or otherwise
incur costs to the extent that the Government's share of allowable costs would
exceed the amount obligated by the Government.

2.7 METHOD OF PAYMENT (DEC 1999)
--------------------------------

The method of payment to the Recipient shall be accomplished by the method
checked below:

          [ ]   Advance in accordance with 10 CFR 600.122(b)

                                       3
<PAGE>

          [ ]   Reimbursement in accordance with 10 CFR 600.122(e)

          [ ]   Other in accordance with 10 CFR 600.122

The Recipient shall request advances or reimbursements using the Standard Form
SF 270, Request for Advance or Reimbursement, and shall complete Blocks 1-11 and
13.

Note 1: If the block designating payment by Advance is used, the Recipient is
allowed advances not to exceed the funding required to cover expenditures for
any succeeding one month time period. Such requests for monthly advances shall
be prepared using the Standard Form SF 270 in an original and two (2) copies.


The original is to be submitted to:

          U. S. Department of Energy Oak
          Ridge Financial Services P. O.
          Box 4787 Oak
          Ridge, TN 37831

The two copies are to be submitted to:

          U. S. Department of Energy
          National Energy Technology Laboratory Commercial Payments Center
          P. O. Box 10940, MS 921-107 Pittsburgh, PA 15236-0940


Note 2: If the block designating payment by Reimbursement is used, the Recipient
shall submit the request for payment for costs incurred using the Standard Form
SF 270 in an original and two (2) copies as indicated in Note 1 above. This
request shall not be submitted more frequently than monthly.

2.8 NOTICE OF INVOICE PROCESSING BY SUPPORT CONTRACTOR (DEC 1999)
-----------------------------------------------------------------

A support service contractor performs the function of processing of all invoices
submitted to the National Energy Technology Laboratory, against its awards.
Therefore, this contractor has access to your business confidential cost/rate
information. A special provision in this contractor's award requires the
confidential treatment by all contractor employees of any and all business
confidential information of other contractors and financial assistance
recipients to which they have access.

2.9 ACKNOWLEDGMENT OF FEDERAL FUNDING (NOV 1998)
------------------------------------------------

When issuing statements, press releases, requests for proposals, bid
solicitations, and other documents describing this project, the Recipient shall
clearly state (1) the percentage of the total cost of the project which will be
financed with Federal money, and (2) the dollar amount of Federal funds for the
project.

2.10 REAL PROPERTY - NQNE (JAN 1999)
------------------------------------

No real property may be acquired under this award.

2.11 RECIPIENT ACQUIRED PROPERTY (MAY 1999)
-------------------------------------------

Reference Attachment D for a listing of property authorized for acquisition
under this award. Property

                                       4
<PAGE>

acquired by the Recipient under this award shall be managed in accordance with
10 CFR 600.130 to 10 CFR 600.137. and reported as prescribed in Attachment B,
Federal Assistance Reporting Checklist.

2.12 FEDERALLY OWNED PROPERTY (GOVERNMENT-FURNISHED) -NONE (JAN 1999)
---------------------------------------------------------------------

No Government-furnished property is provided under this award.

2.13 KEY PERSONNEL (NOV 1998)
-----------------------------

Recipient personnel considered to be essential and key to the work being
performed hereunder are specified below.

              NAME                         TITLE                  TELEPHONE
              ----                         -----                  ---------

              C. Jean Bustard          Project Manager          (303) 734-1727

The personnel specified in this clause are considered to be essential to the
project. Before diverting any key personnel to work outside the scope of this
award, the Recipient shall notify the Contracting Officer reasonably in advance
and shall submit justification (including proposed substitutions) in sufficient
detail to permit evaluation of the impact on the project. No key personnel may
be substituted without the Contracting Officer's approval. Such approval shall
be obtained in advance of the substitution, except that the Contracting Officer
may ratify a substitution which, because of exigent circumstances, was made
before the Recipient could request and/or obtain the Contracting Officer's
approval.

2.14 (RESERVED)
---------------

2.15 (RESERVED)
---------------

2.16 PUBLIC ACCESS TO INFORMATION (JULY 1999)
---------------------------------------------

The Freedom of Information Act, as amended, and the DOE implementing regulations
(10 CFR 1004) require DOE to release certain documents and records regarding
awards to any person who provides a written request. The intended use of the
information will not be a criterion for release. These requirements apply to
information held by DOE and do not require Recipients, their subgrantees, or
their contractors to permit public access to their records.

2.17 NATIONAL SECURITY (NOV 1998)
---------------------------------

It is not expected that activities under the award will generate or otherwise
involve classified information (i.e. Restricted Data, Formerly Restricted Data,
National Security Information).

However, if in the opinion of the Recipient or DOE such involvement becomes
expected prior to the closeout of the award, the Recipient or DOE shall notify
the other in writing immediately. If the Recipient believes any information
developed or acquired may be classifiable, the Recipient shall not provide the
potentially classifiable information to anyone, including the DOE officials with
whom the Recipient normally communicates, except the Director of Classification,
and shall protect such information as if it were classified until notified by
DOE that a determination has been made that it does not require such handling.
Correspondence which includes the specific information in question shall be sent
by registered mail to U. S. Department of Energy, Attn.: Executive Assistant for
Defense Programs, DP-4, 4A-019/FORS, 1000 Independence Avenue, Washington, D.C.
20585. If the information is determined to be classified, the Recipient may wish
to discontinue the project, in which case the Recipient and DOE shall terminate
the award by mutual agreement. If the award is to be terminated, all materials
deemed by DOE to be classified shall be forwarded to DOE, in a manner specified

                                       5
<PAGE>

by DOE, for proper disposition. If the Recipient and DOE wish to continue the
award, even though classified information is involved, the Recipient shall be
required to obtain both personnel and facility security clearances through the
Office of Safeguards and Security for Headquarters awarded awards obtained
through DOE field organizations. Costs associated with handling and protecting
any such classified information shall be negotiated at the time the
determination to proceed is made.

2.18 COMPLIANCE WITH BUY AMERICAN ACT (DEC 1999)
------------------------------------------------

In accepting this award, the Recipient agrees to comply with sections 2 through
4 of the Act of March 3, 1933 (41 U.S.C. 10a-10c, popularly known as the "Buy
American Act"). The Recipient should review the provisions of the Act to ensure
that expenditures made under this award are in accordance with it.

2.19 NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS --
-----------------------------------------------------------------------------
SENSE OF CONGRESS (DEC 1999)
----------------------------

It is the sense of the Congress, that to the greatest extent practicable, all
equipment and products purchased with funds made available under this award
should be American-made.

2.20 LOBBYING RESTRICTION (DEPARTMENT OF INTERIOR AND RELATED AGENCIES
----------------------------------------------------------------------
APPROPRIATIONS ACT. 2000) (DEC 1999)
------------------------------------

The awardee agrees that none of the funds obligated on this award shall be made
available for any activity or the publication or distribution of literature that
in any way tends to promote public support or opposition to any legislative
proposal on which Congressional action is not complete. This restriction is in
addition to those prescribed elsewhere in statute and regulation.

A copy of the DOE "Lobbying Brochure" which provides a summary of the statutory
and regulatory restrictions regarding lobbying activities for Federal
contractors can be found at (http://www.Dr.doe.aov/lobbying.html).

2.21 NOTICE REGARDING UNALLOWABLE COSTS AND LOBBYING ACTIVITIES (NOV 1998)
--------------------------------------------------------------------------

Recipients of financial assistance are cautioned to carefully review the
allowable cost and other provisions applicable to expenditures under their
particular award instruments. If financial assistance funds are spent for
purposes or in amounts inconsistent with the allowable cost or any other
provisions governing expenditures in an award instrument, the government may
pursue a number of remedies against the Recipient, including in appropriate
circumstances, recovery of such funds, termination of the award, suspension or
debarment of the Recipient from future awards, and criminal prosecution for
false statements.

Particular care should be taken by the Recipient to comply with the provisions
prohibiting the expenditure of funds for lobbying and related activities.
Financial assistance awards may be used to describe and promote the
understanding of scientific and technical aspects of specific energy
technologies, but not to encourage or support political activities such as the
collection and dissemination of information related to potential, planned or
pending legislation.

2.22 YEAR 2000 COMPLIANCE (NOV 1998)
------------------------------------

Year 2000 compliant means, with respect to information technology, the
information technology accurately processes date/time data (including, but not
limited to, calculating, comparing, and sequencing) from, into, and between the
twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year
calculations, to the extent that other information technology, used in
combination with the information technology being acquired, properly exchanges
date/time data with it.

The Recipient assures, by acceptance of this award, that items delivered under
this contract are year 2000 compliant.

                                       6
<PAGE>

2.23 REPORTING (NOV 1998)
-------------------------

Failure to comply with the reporting requirements contained in this award will
be considered a material noncompliance with the terms of the award.
Noncompliance may result in a withholding of future payments, suspension or
termination of the current award, and withholding of future awards. A willful
failure to perform, or of unsatisfactory performance of this and/or other
financial assistance awards, may also result in a debarment action to preclude
future awards by Federal agencies.

2.24 RESEARCH INVOLVING RECOMBINANT DNA MOLECULES (NOV 1998)
------------------------------------------------------------

Any Recipient performing research involving recombinant DNA molecules and/or
organisms and viruses containing recombinant DNA molecules agrees by acceptance
of this award to comply with the National Institute of Health "Guidelines for
Research Involving Recombinant DNA Molecules," (59 FR 34496, July 5, 1994 as
amended by 59 FR 40170,60 FR 20726,61 FR 1482, 61 FR 10004,62 FR 53335,62 FR
56196, 62 FR 59032 and 63 FR 8052, "subject to change - call 301-496-9838 to
obtain reference to a current version.")

2.25 SAFETY & HEALTH AND ENVIRONMENTAL PROTECTION (JAN 1999)
------------------------------------------------------------

The Recipient shall implement the DOE work in accordance with all applicable
Federal, State, and local laws, including codes, ordinances, and regulations,
covering safety, health, and environmental protection.

The Recipient agrees to include this clause in first-tier subcontracts and
agrees to enforce the terms of this clause.

2.26 PERMITS AND LICENSES (AUG 1999)
------------------------------------

Within sixty (60) days of award, the Recipient shall submit to the DOE
Contracting Officer Representative (COR) a list of ES&H approvals that, in the
Recipient's opinion, shall be required to complete the work under this award.
The list shall include the topic of the approval being sought, the approving
authority, and the expected submittal/approval schedule. The COR shall be
notified as specific items are added or removed from the list and processed
through their approval cycles.

The Recipient agrees to include this clause in first-tier subcontracts and
agrees to enforce the terms of this clause.

2.27 INDIRECT RATE APPROVAL
---------------------------

The parties recognize that the accounting system of ADA Environmental Solutions
has not been approved. The Government will withhold reimbursement of invoices
until the Contracting Officer approves the Recipient's accounting system. This
shall be accomplished after an accounting system survey has been performed by
the Defense Contract Audit Agency.

                                       7
<PAGE>

                SECTION III -- INTELLECTUAL PROPERTY PROVISIONS
                -----------------------------------------------

3.1 INTELLECTUAL PROPERTY PROVISIONS (JAN 1999)
-----------------------------------------------

The patent and technical data clauses included in this section apply to this
award. As used in these applicable clauses, the term "Patent Counsel" refers to
the following point of contact:

                    Intellectual Property Law Division
                    U.S. Department of Energy
                    Chicago Operations Office
                    9800 South Cass Avenue
                    Argonne, IL 60439

In any of the FAR and DEAR clauses contained in this section, use of
the term "Contract" means "Award" and "Contractor" means "Recipient."

The Recipient shall include intellectual property clauses in any contract
awarded in accordance with requirements of the clauses in this section and of 10
CFR Part 600.27.

3.2 PUBLICATION OF RESUL TS/ACKNOWLEDGMENT STATEMENT (JAN 1999)
---------------------------------------------------------------

Publication of the results of the award is encouraged subject to any applicable
restrictions in 10 CFR 600.27 (Patent and Data Provisions). Publications, as
well as reports prepared under this award shall contain the following
acknowledgment statement:

                    "This (describe material) was prepared with the
                    support of the U.S. Department of Energy, under
                    Award No. DE- FC26-00FT40755. However, any
                    opinions, findings, conclusions, or
                    recommendations expressed herein are those of the
                    author(s) and do not necessarily reflect the views
                    of the DOE".

3.3 RECIPIENT PRESS RELEASES (APR 1998)
---------------------------------------

The DOE policy and procedure on planned press releases requires that all
Recipient press releases be reviewed and approved by DOE prior to issuance.
Therefore, the Recipient shall, at least ten (10) days prior to the planned
issue date, submit a draft copy to the Contracting Officer of any planned press
releases related to work performed under this award. The Contracting Officer
will then obtain necessary reviews and clearances and provide the Recipient with
the results of such reviews prior to the planned issue date.

3.4 CONFIDENTIAL BUSINESS INFORMATION (DEC 1999)
------------------------------------------------

Data represented to the Department as being confidential business information,
and which does not include "Technical Data" as that term is defined in 52.227-14
Rights in Data General clause of this agreement, shall be submitted as an
attachment to the required reports and will be withheld from disclosure outside
NETL to the extent permitted by law, provided such attachment and each page
therein is stamped with the following legend and no other:

                    CONFIDENTIAL BUSINESS INFORMATION

                    The Recipient considers the data furnished herein
                    to contain confidential business information which
                    is to be withheld from disclosure outside NETL to
                    the extent permitted by law.

                                       8
<PAGE>

3.552.227-1 AUTHORIZATION AND CONSENT. (JUL 1995) -- ALTERNATE I (APR 1984)
---------------------------------------------------------------------------

     (a) The Government authorizes and consents to all use and manufacture of
     any invention described in and covered by a United States patent in the
     performance of this contract or any subcontract at any tier.

     (b) The Contractor agrees to include, and require inclusion of, this
     clause, suitably modified to identify the parties, in all subcontracts at
     any tier for supplies or services (including construction,
     architect-engineer services, and materials, supplies, models, samples, and
     design or testing services expected to exceed the simplified acquisition
     threshold); however, omission of this clause from any subcontract,
     including those at or below the simplified acquisition threshold, does not
     affect this authorization and consent.

3.6 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT
------------------------------------------------------------------------------
(AUG 1996)
----------

     (a) The Contractor shall report to the Contracting Officer, promptly and in
     reasonable written detail, each notice or claim of patent or copyright
     infringement based on the performance of this contract of which the
     Contractor has knowledge.

     (b) In the event of any claim or suit against the Government on account of
     any alleged patent or copyright infringement arising out of the performance
     of this contract or out of the use of any supplies furnished or work or
     services performed under this contract, the Contractor shall furnish to the
     Government, when requested by the Contracting Officer, all evidence and
     information in possession of the Contractor pertaining to such suit or
     claim. Such evidence and information shall be furnished at the expense of
     the Government except where the Contractor has agreed to indemnify the
     Government.

     (c) The Contractor agrees to include, and require inclusion of, this clause
     in all subcontracts at any tier for supplies or services (including
     construction and architect-engineer subcontracts and those for material,
     supplies, models, samples, or design or testing services) expected to
     exceed the simplified acquisition threshold at FAR 2.101.

3.7952.227-11 PATENT RIGHTS-RETENTION BYTHE CONTRACTOR (SHORT FORM). (FEB 1995)
-------------------------------------------------------------------------------

     (a) Definitions.

          (1) "Invention" means any invention or discovery which is or may be
          patentable or otherwise protectable under title 35 of the United
          States Code, or any novel variety of plant which is or may be
          protected under the Plant Variety Protection Act (7 U.S.C. 2321, et
          seq.).

          (2) "Made" when used in relation to any invention means the conception
          of first actual reduction to practice of such invention.

          (3) "Nonprofit organization" means a university or other institution
          of higher education or an organization of the type described in
          section 501 (c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501
          (c>> and exempt from taxation under section 501 (a) of the Internal
          Revenue Code (26 U.S.C. 501 (a) or any nonprofit scientific or
          educational organization qualified under a state nonprofit
          organization statute.

          (4) "Practical application" means to manufacture, in the case of a
          composition or product; to practice, in the case of a process or
          method; or to operate, in the case of a machine or system; and, in

                                       9
<PAGE>

          each case, under such conditions as to establish that the invention is
          being utilized and that is benefits are, to the extent permitted by
          law or Government regulations, available to the public on reasonable
          terms.

          (5) "Small business firm" means a small business concern as defined at
          section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing
          regulations of the Administrator of the Small Business Administration.
          For the purpose of this clause, the size standards for small business
          concerns involved in Government procurement and subcontracting at 13
          CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be used.

          (6) "Subject invention" means any invention of the contractor
          conceived or first actually reduced to practice in the performance of
          work under this contract, provided that in the case of a variety of
          plant, the date of determination (as defined in section 41 (d) of the
          Plant Variety Protection Act, 7 U.S.C. 2401 (d)) must also occur
          during the period of contract performance.

          (7) "Agency licensing regulations" and "agency regulations concerning
          the licensing of Government-owned inventions" mean the Department of
          Energy patent licensing regulations at 10 CFR Part 781.

     (b) Allocation of principal rights. The Contractor may retain the entire
     right, title, and interest throughout the world to each subject invention
     subject to the provisions of this clause and 35 U.S.C. 203. With respect to
     any subject invention in which the Contractor retains title, the Federal
     Government shall have a nonexclusive, nontransferable, irrevocable, paid-up
     license to practice or have practiced for or on behalf of the United States
     the subject invention throughout the world.

     (c) Invention disclosure, election of title, and filing of patent
     application by Contractor.

          (1) The Contractor will disclose each subject invention to the
          Department of Energy (DOE) within 2 months after the inventor
          discloses it in writing to Contractor personnel responsible for patent
          matters. The disclosure to DOE shall be in the form of a written
          report and shall identify the contract under which the invention was
          made and the inventor(s). It shall be sufficiently complete in
          technical detail to convey a clear understanding to the extent known
          at the time of the disclosure, of the nature, purpose, operation, and
          the physical, chemical, biological or electrical characteristics of
          the invention. The disclosure shall also identify any publication, on
          sale or public use of the invention and whether a manuscript
          describing the invention has been submitted for publication and, if
          so, whether it has been accepted for publication at the time of
          disclosure. In addition, after disclosure to the DOE, the Contractor
          will promptly notify that agency of the acceptance of any manuscript
          describing the invention for publication or of any on sale or public
          use planned by the Contractor.

          (2) The Contractor will elect in writing whether or not to retain
          title to any such invention by notifying DOE within 2 years of
          disclosure to DOE. However, in any case where publication, on sale or
          public use has initiated the I-year statutory period wherein valid
          patent protection can still be obtained in the United States, the
          period for election of title may be shortened by DOE to a date that is
          no more than 60 days prior to the end of the statutory period.

          (3) The Contractor will file its initial patent application on a
          subject invention to which it elects to retain title within 1 year
          after election of title or, if earlier, prior to the end of any
          statutory period wherein valid patent protection can be obtained in
          the United States after a publication, on sale, or public use. The
          Contractor will file patent applications in additional countries or
          international patent offices within either 10 months of the
          corresponding initial patent application or 6 months from the date

                                       10

<PAGE>

          permission is granted by the Commissioner of Patents and Trademarks to
          file foreign patent applications where such filing has been prohibited
          by a Secrecy Order.

          (4) Requests for extension of the time for disclosure, election, and
          filing under subparagraphs (c)(I), (2), and (3) of this clause may. at
          the discretion of the agency, be granted.

     (d) Conditions when the Government may obtain title. The Contractor will
     convey to the Federal agency, upon written request, title to any subject
     invention--

          (1) If the Contractor fails to disclose or elect title to the subject
          invention within the times specified in paragraph (c) of this clause,
          or elects not to retain title; provided, that DOE may only request
          title within 60 days after learning of the failure of the Contractor
          to disclose or elect within the specified times.

          (2) In those countries in which the Contractor fails to file patent
          applications within the times specified in paragraph (c) of this
          clause; provided, however, that if the Contractor has filed a patent
          application in a country after the times specified in paragraph (c) of
          this clause, but prior to its receipt of the written request of the
          Federal agency, the Contractor shall continue to retain title in that
          country.

          (3) In any country in which the Contractor decides not to continue the
          prosecution of any application for, to pay the maintenance fees on, or
          defend in reexamination or opposition proceeding on, a patent on a
          subject invention.

     (e) Minimum rights to Contractor and protection of the Contractor right to
     file.

          (1) The Contractor will retain a nonexclusive royalty-free license
          throughout the world in each subject invention to which the Government
          obtains title, except if the Contractor fails to disclose the
          invention within the times specified in paragraph (c) of this clause.
          The Contractor's license extends to its domestic subsidiary and
          affiliates, if any, within the corporate structure of which the
          Contractor is a party and includes the right to grant sublicenses of
          the same scope to the extent the Contractor was legally obligated to
          do so at the time the contract was awarded. The license is
          transferable only with the approval of the Federal agency, except when
          transferred to the successor of that part of the Contractor's business
          to which the invention pertains.

          (2) The Contractor's domestic license may be revoked or modified by
          DOE to the extent necessary to achieve expeditious practical
          application of subject invention pursuant to an application for an
          exclusive license submitted in accordance with applicable provisions
          at 37 CFR Part 404 and agency licensing regulations. This license will
          not be revoked in that field of use or the geographical areas in which
          the Contractor has achieved practical application and continues to
          make the benefits of the invention reasonably accessible to the
          public. The license in any foreign country may be revoked or modified
          at the discretion of DOE to the extent the Contractor, its licensees,
          or the domestic subsidiaries or affiliates have failed to achieve
          practical application in that foreign country.

          (3) Before revocation or modification of the license, DOE will furnish
          the Contractor a written notice of its intention to revoke or modify
          the license, and the Contractor will be allowed 30 days (or such other
          time as may be authorized by DOE for good cause shown by the
          Contractor) after the notice to show cause why the license should not
          be revoked or modified. The Contractor has the right to appeal, in
          accordance with applicable regulations in 37 CFR Part 404 and agency
          regulations concerning the licensing of Government owned inventions,
          any decision concerning the revocation or modification of the license.

                                       11
<PAGE>

     (f) Contractor action to protect the Government's interest.

          (1) The Contractor agrees to execute or to have executed and promptly
          deliver to DOE all instruments necessary to (i) establish or confirm
          the rights the Government has throughout the world in those subject
          inventions to which the Contractor elects to retain title, and (ii)
          convey title to DOE when requested under paragraph (d) of this clause
          and to enable the government to obtain patent protection throughout
          the world in that subject invention.

          (2) The Contractor agrees to require, by written agreement, its
          employees, other than clerical and nontechnical employees, to disclose
          promptly in writing to personnel identified as responsible for the
          administration of patent matters and in a format suggested by the
          Contractor each subject invention made under contract in order that
          the Contractor can comply with the disclosure provisions of paragraph
          (c) of this clause, and to execute all papers necessary to file patent
          applications on subject inventions and to establish the Government's
          rights in the subject inventions. This disclosure format should
          require, as a minimum, the information required by subparagraph (c)(1)
          of this clause. The Contractor shall instruct such employees, through
          employee agreements or other suitable educational programs, on the
          importance of reporting inventions in sufficient time to permit the
          filing of patent applications prior to U.S. or foreign statutory bars.

          (3) The Contractor will notify DOE of any decision not to continue the
          prosecution of a patent application, pay maintenance fees, or defend
          in a reexamination or opposition proceeding on a patent, in any
          country, not less than 30 days before the expiration of the response
          period required by the relevant patent office.

          (4) The Contractor agrees to include, within the specification of any
          United States patent application and any patent issuing thereon
          covering a subject invention, the following statement, "This invention
          was made with Government support under (identify the contract) awarded
          by the United States Department of Energy. The Government has certain
          rights in the invention."

     (g) Subcontracts. (1) The Contractor will include this clause, suitably
     modified to identify the parties, in all subcontracts, regardless of tier,
     for experimental, developmental, or research work to be performed by a
     small business firm or domestic nonprofit organization. The subcontractor
     will retain all rights provided for the Contractor in this clause, and the
     Contractor will not, as part of the consideration for awarding the
     subcontract, obtain rights in the subcontractor's subject inventions.


          (2) The contractor shall include in all other subcontracts, regardless
          of tier, for experimental, developmental, demonstration, or research
          work the patent rights clause at 952.227-13.

          (3) In the case of subcontracts, at any tier, DOE, subcontractor, and
          the Contractor agree that the mutual obligations of the parties
          created by this clause constitute a contract between the subcontractor
          and DOE with respect to the matters covered by the clause; provided,
          however, that nothing in this paragraph is intended to confer any
          jurisdiction under the Contract Disputes Act in connection with
          proceedings under paragraph (j) of this clause.

     (h) Reporting on utilization of subject inventions. The Contractor agrees
     to submit, on request, periodic reports no more frequently than annually on
     the utilization of a subject invention or on efforts at obtaining such

                                       12

<PAGE>

     utilization that are being made by the Contractor or its licensees or
     assignees. Such reports shall include information regarding the status of
     development, date of first commercial sale or use, gross royalties
     received, by the Contractor, and such other data and information as DOE may
     reasonably specify. The Contractor also agrees to provide additional
     reports as may be requested by DOE in connection with any march-in
     proceeding undertaken by that agency in accordance with paragraph U) of
     this clause. As required by 35 U.S.C. 202(c)(5), DOE agrees it will not
     disclose such information to persons outside the Government without
     permission of the Contractor.

     (i) Preference for United States industry. Notwithstanding any other
     provision of this clause, the Contractor agrees that neither it nor any
     assignee will grant to any person the exclusive right to use or sell any
     subject invention in the United States unless such person agrees that any
     product embodying the subject invention or produced through the use of the
     subject invention will be manufactured substantially in the United States.
     However, in individual cases, the requirement for such an agreement may be
     waived by DOE upon a showing by the Contractor or its assignee that
     reasonable but unsuccessful efforts have been made to grant licenses on
     similar terms to potential licensees that would be likely to manufacture
     substantially in the United States or that under the circumstances domestic
     manufacture is not commercially feasible.

     (j) March-in rights. The Contractor agrees that, with respect to any
     subject invention in which it has acquired title, DOE has the right in
     accordance with the procedures in 37 CFR 401.6 and any supplemental
     regulations of the agency to require the Contractor, an assignee or
     exclusive licensee of a subject invention to grant a nonexclusive,
     partially exclusive, or exclusive license in any field of use to a
     responsible applicant or applicants, upon terms that are reasonable under
     the circumstances, and, if the Contractor, assignee, or exclusive licensee
     refuses such a request, DOE has the right to grant such a license itself if
     DOE determines that--

          (1) Such action is necessary because the Contractor or assignee has
          not taken, or is not expected to take within a reasonable time.
          effective steps to achieve practical application of the subject
          invention in such field of use;

          (2) Such action is necessary to alleviate health or safety needs which
          are not reasonably satisfied by the Contractor, assignee, or their
          licensees;

          (3) Such action is necessary to meet requirements for public use
          specified by Federal regulations and such requirements are not
          reasonably satisfied by the Contractor, assignee, or licensees; or

          (4) Such action is necessary because the agreement required by
          paragraph (i) of this clause has not been obtained or waived or
          because a licensee of the exclusive right to use or sell any subject
          invention in the United States is in breach of such agreement.


     (k) Special provisions for contracts with nonprofit organizations. If the
     Contractor is a nonprofit organization, it agrees that--

          (1) Rights to a subject invention in the United States may not be
          assigned without the approval of the Federal agency, except where such
          assignment is made to an organization which has as one of its primary
          functions the management of inventions; provided, that such assignee
          will be subject to the same provisions as the Contractor;

          (2) The Contractor will share royalties collected on a subject
          invention with the inventor, including Federal employee co-inventors
          (when DOE deems it appropriate) when the subject invention is assigned
          in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10;

                                       13

<PAGE>


          (3) The balance of any royalties or income earned by the Contractor
          with respect to subject inventions, after payment of expenses
          (including payments to inventors) incidental to the administration of
          subject inventions will be utilized for the support of scientific
          research or education; and

          (4) It will make efforts that are reasonable under the circumstances
          to attract licensees of subject inventions that are small business
          firms, and that it will give a preference to a small business firm
          when licensing a subject invention if the Contractor determines that
          the small business firm has a plan or proposal for marketing the
          invention which, if executed, is equally as likely to bring the
          invention to practical application as any plans or proposals from
          applicants that are not small business firms; provided, that the
          Contractor is also satisfied that the small business firm has the
          capability and resources to carry out its plan or proposal. The
          decision whether to give a preference in any specific case will be at
          the discretion of the contractor. However, the Contractor agrees that
          the Secretary of Commerce may review the Contractor's licensing
          program and decisions regarding small business applicants, and the
          Contractor will negotiate changes to its licensing policies,
          procedures, or practices with the Secretary of Commerce when that
          Secretary's review discloses that the Contractor could take reasonable
          steps to more effectively implement the requirements of this
          subparagraph (k)(4).

     (I) Communications.

          (1) The contractor shall direct any notification, disclosure, or
          request to DOE provided for in this clause to the DOE patent counsel
          assisting the DOE contracting activity, with a copy of the
          communication to the Contracting Officer.

          (2) Each exercise of discretion or decision provided for in this
          clause, except subparagraph (k}(4). is reserved for the DOE Patent
          Counsel and is not a claim or dispute and is not subject to the
          Contract Disputes Act of 1978.

          (3) Upon request of the DOE Patent Counselor the contracting officer,
          the contractor shall provide any or all of the following:

               (i) a copy of the patent application, filing date, serial number
               and title, patent number, and issue date for any subject
               invention in any country in which the contractor has applied for
               a patent;

               (ii) a report, not more often than annually, summarizing all
               subject inventions which were disclosed to DOE individually
               during the reporting period specified; or

               (iii) a report, prior to closeout of the contract, listing all
               subject inventions or stating that there were none.

3.8 FAR 52.227-14 RIGHTS IN DATA -GENERAL. (JUN 1987) WITH ALTERNATE V (JUN
---------------------------------------------------------------------------
1987) AS AMENDED BY DEAR 927.409 (JAN 1999)
-------------------------------------------

(a) Definitions.

     (1) "Computer databases," as used in this clause, means a collection of
     data in a form capable of, and for the purpose of, being stored in,
     processed, and operated on by a computer. The term does not include
     computer software.

     (2) "Computer software," as used in this clause, means (i) computer
     programs which are data comprising a series of instructions, rules,

                                       14

<PAGE>


     routines, or statements, regardless of the media in which recorded, that
     allow or cause a computer to perform a specific operation or series of
     operations and (ii) data comprising source code listings, design details,
     algorithms, processes, flow charts, formulae, and related material that
     would enable the computer program to be produced, created, or compiled. The
     term does not include computer data bases.


     (3) "Data," as used in this clause means recorded information, regardless
     of form or the media on which it may be recorded. The term includes
     technical data and computer software. For the purposes of this clause, the
     term does not include data incidental to the administration of this
     contract, such as financial, administrative cost and pricing, or management
     information.

     (4) "Form, fit, and function data," as used in this clause, means data
     relating to items, components, or processes that are sufficient to enable
     physical and functional interchangeability, as well as data identifying
     source, size, configuration, mating, and attachment characteristics,
     functional characteristics, and performance requirements; except that for
     computer software it means data identifying source, functional
     characteristics, and performance requirements but specifically excludes the
     source code, algorithm, process, formulae, and flow charts of the software.

     (5) "Limited rights data," as used in this clause, means data, other than
     computer software, developed at private expense that embody trade secrets
     or are commercial or financial and confidential or privileged. The
     Government's rights to use, duplicate, or disclose limited rights data are
     as set forth in the Limited Rights Notice of subparagraph (g)(2) of this
     section if included in this clause.

     (6) "Restricted computer software," as used in this clause, means computer
     software developed at private expense and that is a trade secret; is
     commercial or financial and is confidential or privileged; or is published
     copyrighted computer software, including minor modifications of any such
     computer software. The Government's rights to use, duplicate, or disclose
     restricted computer software are as set forth in the Restricted Rights
     Notice of subparagraph (g)(3) of this section if included in this clause.

     (7) "Technical data," as used in this clause, means recorded data,
     regardless of form or characteristic, that are of a scientific or technical
     nature. Technical data does not include computer software, but does include
     manuals and instructional materials and technical data formatted as a
     computer data base.

     (8) "Unlimited rights," as used in this clause, means the rights of the
     Government to use, disclose, reproduce, prepare derivative works,
     distribute copies to the public, including by electronic means, and perform
     publicly and display publicly, in any manner, including by electronic
     means, and for any purpose whatsoever. and to have or permit others to do
     so.

 b) Allocation of rights.

     (1) Except as provided in paragraph (c) of this clause regarding copyright,
     the Government shall have unlimited rights in -

          (i) Data first produced in the performance of this contract;

          (ii) Form, fit, and function data delivered under this contract;

          (iii) Data delivered under this contract (except for restricted
          computer software) that constitute manuals or instructional and
          training material for installation, operation, or routine maintenance
          and repair of items, components, or processes delivered or furnished
          for use under this contract; and

                                       15

<PAGE>


          (iv) All other data delivered under this contract unless provided
          otherwise for limited rights data or restricted computer software in
          accordance with paragraph (g) of this clause.

     (2) The Contractor shall have the right to -

          (i) Use, release to others, reproduce, distribute, or publish any data
          first produced or specifically used by the Contractor in the
          performance of this contract, unless provided otherwise in paragraph
          (d) of this clause;

          (ii) Protect from unauthorized disclosure and use those data which are
          limited rights data or restricted computer software to the extent
          provided in paragraph (g) of this clause;

          (iii) Substantiate use of, add or correct limited rights, restricted
          rights, or copyright notices and to take other appropriate action, in
          accordance with paragraphs (e) and (f) of this clause; and

          (iv) Establish claim to copyright subsisting in data first produced in
          the performance of this contract to the extent provided in
          subparagraph (c)(1) of this clause.

 (c) Copyright-

     (1) Data first produced in the performance of this contract. Unless
     provided otherwise in paragraph (d) of this clause, the Contractor may
     establish, without prior approval of the Contracting Officer, claim to
     copyright subsisting in scientific and technical articles based on or
     containing data first produced in the performance of this contract and
     published in academic, technical or professional journals, symposia
     proceedings or similar works. The prior, express written permission of the
     Contracting Officer is required to establish claim to copyright subsisting
     in all other data first produced in the performance of this contract. When
     claim to copyright is made, the Contractor shall affix the applicable
     copyright notices of 17 U.S.C. 401 or 402 and acknowledgment of Government
     sponsorship (including contract number) to the data when such data are
     delivered to the Government, as well as when the data are published or
     deposited for registration as a published work in the U.S. Copyright
     Office. For data other than computer software the Contractor grants to the
     Government, and others acting on its behalf, a paidnonexclusive,
     irrevocable worldwide license in such copyrighted data to reproduce,
     prepare derivative works, distribute copies to the public, and perform
     publicly and display publicly, by or on behalf of the Government. For
     computer software, the Contractor grants to the Government and others
     acting in its behalf, a paidnonexclusive, irrevocable worldwide license in
     such copyrighted computer software to reproduce, prepare derivative works,
     and perform publicly and display publicly by or on behalf of the
     Government.

     (2) Data not first produced in the performance of this contract. The
     Contractor shall not, without prior written permission of the Contracting
     Officer, incorporate in data delivered under this contract any data not
     first produced in the performance of this contract and which contains the
     copyright notice of 17 U.S.C. 401 or 402, unless the Contractor identifies
     such data and grants to the Government, or acquires on its behalf, a
     license of the same scope as set forth in subparagraph (c)(1) of this
     clause; provided, however, that if such data are computer software the
     Government shall acquire a copyright license as set forth in subparagraph
     (g)(3) of this clause if included in this contract or as otherwise may be
     provided in a collateral agreement incorporated in or made part of this
     contract.

     (3) Removal of copyright notices. The Government agrees not to remove any
     copyright notices placed on data pursuant to this paragraph (c), and to
     include such notices on all reproductions of the data.

(d) Release, publication and use of data.

                                       16

<PAGE>


     (1) The Contractor shall have the right to use, release to others,
     reproduce, distribute, or publish any data first produced or specifically
     used by the Contractor in the performance of this contract, except to the
     extent such data may be subject to the Federal export control or national
     security laws or regulations, or unless otherwise provided in this
     paragraph of this clause or expressly set forth in this contract.

     (2) The Contractor agrees that to the extent it receives or is given access
     to data necessary for the performance of this contract which contain
     restrictive markings, the Contractor shall treat the data in accordance
     with such markings unless otherwise specifically authorized in writing by
     the Contracting Officer.

     (3) The Contractor agrees not to assert copyright in computer software
     first produced in the performance of this contract without prior written
     permission of the DOE Patent Counsel assisting the contracting activity.
     When such permission is granted, the Patent Counsel shall specify
     appropriate terms, conditions, and submission requirements to assure
     utilization, dissemination, and commercialization of the data. The
     Contractor, when requested, shall promptly deliver to Patent Counsel a duly
     executed and approved instrument fully confirmatory of all rights to which
     the Government is entitled.

(e) Unauthorized marking of data.

     (1) Notwithstanding any other provisions of this contract concerning
     inspection or acceptance, if any data delivered under this contract are
     marked with the notices specified in subparagraph (g)(2) or (g)(3) of this
     clause and use of such is not authorized by this clause, or if such data
     bears any other restrictive or limiting markings not authorized by this
     contract, the Contracting Officer may at any time either return the data to
     the Contractor, or cancel or ignore the markings. However, the following
     procedures shall apply prior to canceling or ignoring the markings.


          (i) The Contracting Officer shall make written inquiry to the
          Contractor affording the Contractor 30 days from receipt of the
          inquiry to provide written justification to substantiate the propriety
          of the markings;

          (ii) If the Contractor fails to respond or fails to provide written
          justification to substantiate the propriety of the markings within the
          30-day period (or a longer time not exceeding 90 days approved in
          writing by the Contracting Officer for good cause shown), the
          Government shall have the right to cancel or ignore the markings at
          any time after said period and the data will no longer be made subject
          to any disclosure prohibitions.

          (iii) If the Contractor provides written justification to substantiate
          the propriety of the markings within the period set in subdivision
          (e)(1)(i) of this clause, the Contracting Officer shall consider such
          written justification and determine whether or not the markings are to
          be canceled or ignored. If the Contracting Officer determines that the
          markings are authorized, the Contractor shall be so notified in
          writing. If the Contracting Officer determines, with concurrence of
          the head of the contracting activity, that the markings are not
          authorized, the Contracting Officer shall furnish the Contractor a
          written determination, which determination shall become the final
          agency decision regarding the appropriateness of the markings unless
          the Contractor files suit in a court of competent jurisdiction within
          90 days of receipt of the Contracting Officer's decision. The
          Government shall continue to abide by the markings under this
          subdivision (e)(1)(iii) until final resolution of the matter either by
          the Contracting Officer's determination becoming final (in which
          instance the Government shall thereafter have the right to cancel or
          ignore the markings at any time and the data will no longer be made
          subject to any disclosure prohibitions), or by final disposition of
          the matter by court decision if suit is filed.

                                       17

<PAGE>


     (2) The time limits in the procedures set forth in subparagraph (e)(1) of
     this clause may be modified in accordance with agency regulations
     implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to
     respond to a request thereunder.

     (3) This paragraph (e) does not apply if this contract is for a major
     system or for support of a major system by a civilian agency other than
     NASA and the U.S. Coast Guard agency subject to the provisions of Title III
     of the Federal Property and Administrative Services Act of 1949.

     (4) Except to the extent the Government's action occurs as the result of
     final disposition of the matter by a court of competent jurisdiction, the
     Contractor is not precluded by this paragraph (e) from bringing a claim
     under the Contract Disputes Act, including pursuant to the Disputes clause
     of this contract, as applicable, that may arise as the result of the
     Government removing or ignoring authorized markings on data delivered under
     this contract.

(f) Omitted or incorrect markings.

     (1) Data delivered to the Government without either the limited rights or
     restricted rights notice as authorized by paragraph (g) of this clause, or
     the copyright notice required by paragraph (c) of this clause, shall be
     deemed to have been furnished with unlimited rights, and the Government
     assumes no liability for the disclosure, use, or reproduction of such data.
     However, to the extent the data has not been disclosed without restriction
     outside the Government, the Contractor may request, within 6 months (or a
     longer time approved by the Contracting Officer for good cause shown) after
     delivery of such data, permission to have notices placed on qualifying data
     at the Contractor's expense, and the Contracting Officer may agree to do so
     if the Contractor

          (i) Identifies the data to which the omitted notice is to be applied;

          (ii) Demonstrates that the omission of the notice was inadvertent;

          (iii) Establishes that the use of the proposed notice is authorized;
          and

          (iv) Acknowledges that the Government has no liability with respect to
          the disclosure, use, or reproduction of any such data made prior to
          the addition of the notice or resulting from the omission of the
          notice.

     (2) The Contracting Officer may also (i) permit correction at the
     Contractor's expense of incorrect notices if the Contractor identifies the
     data on which correction of the notice is to be made, and demonstrates that
     the correct notice is authorized, or (ii) correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

     (1) When data other than that listed in subdivisions (b)(1 )(i), (ii), and
     (iii) of this clause are specified to be delivered under this contract and
     qualify as either limited rights data or restricted computer software, if
     the Contractor desires to continue protection of such data, the Contractor
     shall withhold such data and not furnish them to the Government under this
     contract. As a condition to this withholding, the Contractor shall identify
     the data being withheld and furnish form, fit, and function data in lieu
     thereof. Limited rights data that are formatted as a computer data base for
     delivery to the Government are to be treated as limited rights data and not
     restricted computer software.

     (2) (Reserved)

     (3) (Reserved)

(h) Subcontracting. The Contractor has the responsibility to obtain from its
subcontractors all data and rights therein necessary to fulfill the Contractor's
obligations to the Government under this contract. If a subcontractor refuses to

                                       18

<PAGE>


accept terms affording the Government such rights, the Contractor shall promptly
bring such refusal to the attention of the Contracting Officer and not proceed
with subcontract award without further authorization.

(i) Relationship to patents. Nothing contained in this clause shall imply a
license to the Government under any patent or be construed as affecting the
scope of any license or other right otherwise granted to the Government.

(j) The Contractor agrees, except as may be otherwise specified in this contract
for specific data items listed as not subject to this paragraph, that the
Contracting Officer or an authorized representative may, up to three years after
acceptance of all items to be delivered under this contract, inspect at the
Contractor's facility any data withheld pursuant to paragraph (g)(1) of this
clause, for purposes of verifying the Contractor's assertion pertaining to the
limited rights or restricted rights status of the data or for evaluating work
performance. Where the Contractor whose data are to be inspected demonstrates to
the Contracting Officer that there would be a possible conflict of interest if
the inspection were made by a particular representative, the Contracting Officer
shall designate an alternate inspector.

3.952.227-16 ADDITIONAL DATA REQUIREMENTS. (JUN 1987)
-----------------------------------------------------

     (a) In addition to the data (as defined in the clause at 52.227-14, Rights
     in Data - General clause or other equivalent included in this contract)
     specified elsewhere in this contract to be delivered, the Contracting
     Officer may, at any time during contract performance or within a period of
     3 years after acceptance of all items to be delivered under this contract,
     order any data first produced or specifically used in the performance of
     this contract.

     (b) The Rights in Data - General clause or other equivalent included in
     this contract is applicable to all data ordered under this Additional Data
     Requirements clause. Nothing contained in this clause shall require the
     Contractor to deliver any data the withholding of which is authorized by
     the Rights in Data - General or other equivalent clause of this contract,
     or data which are specifically identified in this contract as not subject
     to this clause.

     (c) When data are to be delivered under this clause, the Contractor will be
     compensated for converting the data into the prescribed form, for
     reproduction, and for delivery. (d) The Contracting Officer may release the
     Contractor from the requirements of this clause for specifically identified
     data items at any time during the 3-year period set forth in paragraph (a)
     of this clause.

3.1052.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL). (JUN 1987)
-------------------------------------------------------------

Except for data contained on pages 8,20,24-26,30,39,42-45,49-52,and 67-70, it is
agreed that as a condition of award of this contract, and notwithstanding the
conditions of any notice appearing thereon, the Government shall have unlimited
rights (as defined in the "Rights in Data - General" clause contained in this
contract) in and to the technical data contained in the proposal dated May 10,
1999, upon which this contract is based.

3.11 RIGHTS IN TECHNICAL DATA
-----------------------------

A.   Withholding of limited rights data. Notwithstanding the inclusion of clause
     FAR 52.227-16, Additional Technical Data Requirements, in this Cooperative
     Agreement or any provision of this Cooperative Agreement specifying the
     delivery of technical data, the Participant may withhold limited rights
     data from delivery, provided that the Participant furnishes in lieu of any
     such limited rights data so withheld technical data disclosing the source,
     size, configuration, mating and attachment characteristics, functional

                                       19

<PAGE>


     characteristics, and performance requirements ("Form, Fit and Function"
     data, e.g., specification control drawing, catalog sheets, envelope
     drawings, etc.), or a general description of such limited rights data where
     "Form, Fit and Function" data are not applicable. Such data shall be
     subject to the provision of clause FAR 52.227-14, Rights in Data-- General
     with Alternative V, paragraph G), "Inspection rights," and paragraph (g),
     "Protection of limited rights data and restricted computer software.

     1.   The limited rights data subject to clause FAR 52.227-14 are described
          as follows: (1) "Chemical formulations of flue gas conditioning
          agents", and (2) "Lance and Injection System". This listing of data,
          which are asserted by the Participant to be limited rights data, does
          not constitute an admission by the Government that the data is in fact
          limited rights data.

          If a patent is issued by the United States Patent and Trademark Office
          (U.S. PTO) or the patent office of any foreign country based on any
          information asserted to be limited rights data, the Government will no
          longer treat any data contained in such issued patent as limited
          rights data. In addition, if any information asserted to be limited
          rights data results in or becomes a Subject Invention, as that term is
          defined in DEAR 952.227-11 (a), the Government will only treat such
          data as limited rights data until the Contractor has filed its initial
          patent application. Further, if the Government obtains title to the
          Subject Invention pursuant to DEAR 952.227-11 (d), the Government will
          no longer treat such data as limited rights data.


     2.   Subject to clause FAR 52.227-14 paragraph 0), any limited rights data
          specifically used in the performance of this Cooperative Agreement
          shall, at the option of the Contracting Officer, be available for
          inspection by a designee of the Contracting Officer at the project
          facility.


     3.   The Participant shall not introduce or utilize any limited rights data
          not identified in paragraph (1) above in the performance of the
          contract work without the expressed written permission of the
          Contracting Officer.

Minimum technical data deliverable with unlimited rights. Not withstanding any
other provision of this Cooperative Agreement, the following technical data
first produced under this Cooperative Agreement as a minimum, shall be delivered
to the DOE with unlimited rights:

           TECHNICAL REPORTS AS REQUIRED IN SECTION IV, ATTACHMENT B

                                       20

<PAGE>


                       SECTION IV -- LIST OF ATTACHMENTS
                       ---------------------------------

4.1 LIST OF ATTACHMENTS (JAN 1999)
----------------------------------

Attachment A -- Statement of Project Objectives

Attachment B -- Federal Assistance Reporting Checklist

Attachment C -- Budget Page(s)

Attachment D -- Recipient Acquired Property

                                       21

<PAGE>


4.2 ATTACHMENT A -- STATEMENT OF PROJECT OBJECTIVES (JAN 1999)
--------------------------------------------------------------

See attached statement of work.

                                       22

<PAGE>


                               Statement of Work


     The overall objective of this program is to develop a family of cohesivity
modifying flue gas conditioning agents that can be commercialized to provide
utilities with a cost-effective means of complying with particulate emission and
opacity regulations. Improving the cohesivity and agglomeration of flyash
particles is a proven means of increasing the collection efficiency of an
electrostatic precipitator (ESP). Optimizing these properties is vital to the
overall collection efficiencies of ESPs, and flue gas conditioning may provide
the most cost effective means in today's deregulated utility market for plants
to meet DOE's goals of 0101 lb/MBtu and 99.99% collection efficiency in the
particle size 0.1 to 10 microns.

     This new class of additives is needed because currently available
agglomerating aids on the market require the storage and handling of large
quantities of ammonia, which under recent legislation has been classified as
extremely hazardous and necessitates extensive risk assessment and emergency
response plans. There are also operating conditions and coals where the ammonia
based technologies are not as effective and the treated ash treated is difficult
to dispose of because of the odor produced by ammonia.

Approach

     The primary objective will be achieved through a series of technical tasks
that begin in the laboratory, followed by a short "proof of concept"
demonstration at a utility plant, optimization of the conditioning technology
through the combination of laboratory and full scale evaluation and finally,
longer term demonstrations at various sites to prove the viability of the
technology over a broad range of applications. The successful completion of this
work requires both proper equipment and skills. ADA-ES has the majority of
laboratory and demonstration equipment in house and has a proven track record of
corporate experience dedicated to supporting technology development. The
technical tasks are summarized below.

                                                                               2

<PAGE>


Task 1. Upgrade Existing Laboratory Test Apparatus: Improve the capability of
existing equipment to directly measure cohesivity and tensile strength.

Task 2. Identify and Evaluate Candidate Cohesivity Enhancement Additives:
Perform screening tests to identify the most promising candidate additives,
followed by an intensive series of parametric tests to assure the additives meet
the requirement in terms of performance, ability to integrate easily with the
plant process and cost.

Task 3. Demonstrate Performance at Full Scale and Optimize Product: Prepare and
install equipment for the demonstration of the most promising additive or
additives on at least a portion of a full-scale ESP. This test will confirm
anticipated performance and identify properties that can not be simulated in
laboratory tests.

Task 4. Identify Potential Longer Term Demonstration Sites: To meet DOE's goal
that the newly developed technology be applicable for a variety of coals and
configurations, demonstrations will be conducted at several sites. In this task
additional test sites will be identified and contacted.

Task 5. Conduct Demonstrations to Confirm Performance for Different Coals and
Configurations: Additive performance will be evaluated at several different
sites. The coals will be representative of types widely used. The two primary
groups of interest are Powder River Basin Sub-bituminous and a low sulfur washed
eastern bituminous with ash silica-alumina content above 85%. Also of interest
is a site that fires a high sulfur bituminous coal with a scrubber-ESP
configuration.

                                                                               3

<PAGE>


Task 6. Determine Waste Characteristics: Determine the effect of the additive on
flyash disposal and reuse properties.

Task 7. Perform Economic Analysis: Develop the economics of the conditioning
technology following EPRI approved techniques, where costs are presented as
normalized busbar costs.

Task 8. Management and Reporting: Define project schedule, milestones and
costing for internal project tracking. Prepare and submit DOE required reports.

                                                                               4


<PAGE>


4.3 ATTACHMENT B -- FEDERAL ASSISTANCE REPORTING CHECKLIST (JAN 1999)
---------------------------------------------------------------------

See attached reporting requirements checklist.

<PAGE>


NETL F 540.3-1#
(12/1999) OPI=PS10             U.S. DEPARTMENT OF ENERGY
(Previous Editions       National Energy Technology Laboratory
Obsolete)

                     FEDERAL ASSITANCE REPORTING CHECKLIST

1.   AWARDEE: ADA Environmental Solutions, LLC

2.   IDENTIFICATION NUMBER: DE-FC26-00FT40755

3.   REPORT SUBMISSION ADDRESS: The requested quantity of all required report
     deliverables shall be submitted to the following address:

                      NETL AAD DOCUMENT CONTROL BLDG. 921
                           U.S. DEPARTMENT OF ENERGY
                     NATIONAL ENERGY TECHNOLOGY LABORATORY
                                 P.O. BOX 10940
                            PITTSBURGH, PA 15236-0940
<TABLE>
<CAPTION>

4.   PLANNING AND REPORTING REQUIREMENTS:                                FORM NO.             FREQ.   NUMBER OF COPIES

A.   PROGRAM/PROJECT MANAGEMENT
<S>                                                                        <C>                 <C>          <C>
[ ]  Federal Assistance Milestone Plan                                 DOE F 4600.3
[ ]  Milestone Log                                                     DOE F 4600.3A
[ ]  Federal Assistance Management Summary Report                      DOE F 4600.5
[ ]  Federal Assistance Program/Project Status Report                  DOE F 4600.6
[X]  Financial Status Report                                        SF-269 or SF-269A           Q            3
[ ]  Federal Cash Transaction Report                                      SF-272

B.   TECHNICAL (One paper copy and one PDF electronic file copy)
[X]  Technical Progress Report                                             None                 Q            2
[X]  Topical Report                                                        None                 A            2
[X]  Final Report                                                          None                 F            2

C.   ENVIRONMENTAL
[X]  Hazardous Substance Plan                                              None                 O            3
[X]  Hazardous Waste Report                                                None                 F            3
[ ]  Environmental Compliance Plan                                         None
[ ]  Environmental Monitoring Plan                                         None
[ ]  Environmental Status Report                                           None

D.   PROPERTY
[ ]  Annual Report of Property in the Custody of Contractors            F 580.1-8
[ ]  High Risk Property Report                                          F 4440.5
[X]  Report of Termination or Completion Inventory                   SF-1428 or SF-120          FC           1

E.   EXCEPTION
[ ]  Conference Record                                                     None
[X]  Hot Line Report                                                       None                 A            2
[X]  Journal Articles/Conference Papers and Proceedings                    None                 A            2
[ ]  Software
[ ]  Other______________________________

</TABLE>

5.   FREQUENCY CODES AND DUE DATES:

A-  As required; for due date of Hot Line Report, Property Reports, and all
    other reports, see attached text.
C-  Federal Assistance change/revision, within 15 calendar days after event.
F-  Final; within ninety (90) calendar days after the project period ends.
FC- Final (End of Effort - No Draft); end of effort.
M-  Monthly; within twenty-five (25) calendar days after end of the report
    period.
O-  Once after award; within thirty (30) calendar days after award.
Q-  Quarterly; within thirty (30) calendar days after end of the calendar
    quarter or portion thereof.
S-  Semiannually; within thirty (30) calendar days after end of program half-
    year.
Y-  Yearly; 90 calendar days after the end of calendar year.

6.   SPECIAL INSTRUCTIONS:

     The forms identified in the checklist are available at
     http://www.netl.doe.gov/business/forms/forms.html. Alternate formats are
     acceptable provided the contents remain consistent with the form. All
     technical reports submitted to the DOE must be accompanied by a completed
     and signed NETL F 2959.4 addressing patent information.



<PAGE>


4.4 GENERAL INSTRUCTIONS FOR THE PREPARATION AND SUBMISSION OF REPORTS (MAY
---------------------------------------------------------------------------
1999)
-----

The Recipient shall prepare and submit (postage prepaid) the plans and reports
indicated on the "Federal Assistance Reporting Checklisf' to the addressee
identified on the checklist. The level of detail the Recipient provides in the
plans and reports shall be commensurate with the scope and complexity of the
effort and shall be as delineated in the guidelines and instructions contained
herein. The prime Recipient shall be responsible for acquiring data from any
contractors or subrecipients to ensure that data submitted are compatible with
the data elements which prime Recipients are required to submit to DOE.

4.5 FEDERAL ASSISTANCE MILESTONE PLAN (DOE F 4600.3) AND MILESTONE LOG (DOE F
-----------------------------------------------------------------------------
4600.3A0) (May 1999)
--------------------

The milestone plan is used as a planning tool, establishing the time schedule
for accomplishing the planned work. Usually, it is accompanied by the DOE F
4600.3A, "Milestone Log." The Milestone Plan portrays the major milestones of
the project in bar chart format. The purpose of the plan is to establish the
Recipient's time schedule for accomplishing planned events and milestones. It
covers the life of the project and is to be organized by major project
activities, such as those performed at work breakdown structure Level 2.
Intermediate events and critical milestones are further identified in an
attached "milestone log" and include the identification number, descriptive name
of the event or milestone, and the scheduled date of completion.


4.6 FEDERAL ASSISTANCE MANAGEMENT SUMMARY REPORT DOE F 4600.5 (MAY 1999)
------------------------------------------------------------------------

This report is a graphic presentation of costs and milestone status that
provides rapid visual analysis and trend forecasting. The funding levels should
represent all available resources. The Recipient provides summary cumulative
cost and activity data for each reporting period. (Refer to the back of the form
for more detailed instructions.)

4.7 FEDERAL ASSITANCE PROGRAM/PROJECT STATUS REPORT (FORM 4600.6) (MAY 1999)
----------------------------------------------------------------------------

This report is a concise narrative describing the current status of the effort.
The report allows Recipients to communicate developments, achievements, changes
and problems. The award Recipient enters a brief narrative discussion of the
following topics: approach changes; performance variances, accomplishments, or
problems; open times; and status assessment and forecast. Each of these topics
is addressed, as appropriate, for a given reporting period and the report is
submitted periodically, as required, during the life of the project.

4.8 FINANCIAL STATUS REPORT (STANDARD FORM 269 or 269A) (MAY 1999)
------------------------------------------------------------------

This report is used for the Recipient to provide regular periodic accounting of
project funds expended. The accounting may be on either a cash or accrual basis.
Actual total expenditures and obligations incurred, but not paid, are reported
for each reporting period for each major activity. They should correlate with
those identified on the "Federal Assistance Milestone Plan" when the "Federal
Assistance Milestone Plan" is required. Provision is made to identify the
Federal and non-Federal share of project outlays for each identified activity.

4.9 REPORT OF FEDERAL CASH TRANSACTIONS (STANDARD FORM 272)(MAY 1999)
---------------------------------------------------------------------

This report is used by DOE to monitor cash advanced to Recipients and to obtain
disbursement information. The content of the report is prescribed in 10 CFR
600.152 for Institutions of higher Education, Hospitals, Other Non-Profit
Organizations and Commercial Organizations or 10 CFR 600.241 for States and
Local Governments.

4.10 TECHNICAL REPORTS (DEC 1999)
---------------------------------

<PAGE>


CAUTION: Technical reports SHALL NOT include limited rights data (such as
restricted, proprietary or patentable information). Limited Rights Data shall be
submitted in a separate proprietary appendix to the technical report. This
appendix SHALL NOT be submitted in an electronic format but rather submitted in
ONE ORIGINAL AND THREE (3) PAPER COPIES along with the paper version of the
sanitized technical report deliverable. The appendix shall be referenced in, but
not included in, the sanitized technical report deliverable under the contract.
In accordance with FAR 52.227-14, Rights in Data-General, the appendix must be
appropriately marked and identified.

All TECHNICAL REPORTS submitted to the DOE ~ be accompanied by a completed and
signed NETL 2050.4, addressing patent information.

4.11 TECHINCAL PROGRESS REPORT (ANNUAL, QUATERLY, AND SEMI-ANNUAL) (MAY 1999)
-----------------------------------------------------------------------------

The body of the report should contain a full account of progress, problems
encountered, plans for the next reporting period, and an assessment of the
prospects for future progress. The Technical Progress Report should include
sufficient detail to allow the work to be reproduced by others. Results and
reduced data shall be presented together with a discussion of the relevance of
the findings. When experimental systems and/or procedures are being utilized for
the first time, they shall be described in detail. This description shall
contain detailed information on equipment and procedures utilized, as well as
providing a rationale for their use. All data reduction and transformation
methods shall be fully documented. For every fourth calendar quarter for
quarterly reports or every second half year for semi-annual reports, the report
should be expanded to provide for detailed information on the results of the
past year, problems encountered, significant accomplishments, listing of
publications, presentations, and approaches to be taken the following year.

Informational items in technical progress reports shall include:

     Experimental Apparatus -- A comprehensive description, including
     dimensioned drawings or sketches, of the apparatus and associated
     diagnostic measurement equipment employed to perform the experimental
     research.

     Experimental and Operating Data -- All experimental data acquired during
     the course of research including detailed characterization of the sample
     materials subjected to experimentation.

     Data Reduction -- A complete description of the methods employed to
     transform raw measured data into a form usable for interpretation along
     with any assumptions or restrictions inherent in the method and the
     resultant reduced data.

     Hypothesis and Conclusions -- Logic for drawing conclusions or developing
     hypotheses shall be clearly stated along with applicable assumptions or
     restrictions.

4.12 FINAL TECHNICAL REPORT (MAY 1999)
--------------------------------------

The Final Report shall document and summarize all work performed during the
award period in a comprehensive manner. It shall also present findings and/or
conclusions produced as a consequence of this work. This report shall not merely
be a compilation of information contained in subsequent quarterly, or other
technical reports, but shall present that information in an integrated fashion,
and shall be augmented with findings and conclusions drawn from the research as
a whole.

The Recipient shall deliver a draft copy of the final report thirty (30) days
after completion of the project period. The Government shall be allowed thirty
(30) days to review the draft copy and to notify the Recipient, in writing, of
approval or recommended changes. If the Government does not approve or recommend
changes within thirty (30) days of receipt of the draft copy, the report shall
be deemed approved. The approved final report is due ninety (90) days after
completion of the project period.

<PAGE>


4.13 TOPICAL REPORT (MAY 1999)
------------------------------

These reports usually provide a comprehensive statement of the technical results
of the work performed for a specific task or subtask of the Statement of Project
Objectives, or detail significant new scientific or technical advances. If
required, DOE shall review and approve the report outline prior to submission of
the report.

4.14 GUIDELINES FOR ORGANIZATION OF TECHNICAL REPORTS (MAY 1999
---------------------------------------------------------------

The following sections should be included (as appropriate) in technical reports
in the sequence shown. Any section denoted by an asterisk is required in all
technical reports.

     TITLE PAGE* - The Title Page of the report itself must contain the
     following information in the following sequence:

          Report Title
          Type of Report (Quarterly, Semi-Annual, Annual, Topical, Final)
          Reporting Period Start Date
          Reporting Period End Date
          Principal Author(s)
          Date Report was Issued (Month [spelled out] and Year [4 digits])
          DOE Award Number (e.g., DE-FG26-00NT12345) and if appropriate, task
          number

          Name and Address of Submitting Organization (This section should also
          contain the name and address of significant subcontractors or
          subrecipients who participated in the production of the report.)

     DISCLAIMER* -- The Disclaimer must follow the title page, and must contain
     the following paragraph:

          "This report was prepared as an account of work sponsored by an agency
          of the United States Government. Neither the United States Government
          nor any agency thereof, nor any of their employees, makes any
          warranty, express or implied, or assumes any legal liability or
          responsibility for the accuracy, completeness, or usefulness of any
          information, apparatus, product, or process disclosed, or represents
          that its use would not infringe privately owned rights. Reference
          herein to any specific commercial product, process, or service by
          trade name, trademark, manufacturer, or otherwise does not necessarily
          constitute or imply its endorsement, recommendation, or favoring by
          the United States Government or any agency thereof. The views and
          opinions of authors expressed herein do not necessarily state or
          reflect those of the United States Government or any agency thereof.

     " ABSTRACT* - should be a brief, concise summary of the report.

     TABLE OF CONTENTS*

     LIST(S) OF GRAPHICAL MATERIALS

     INTRODUCTION

     EXECUTIVE SUMMARY - this should be a well organized summary that highlights
     the important accomplishments of the research during the reporting period.
     It should be no less than one page and no more than two pages in length,
     and should be single spaced. This summary must be more comprehensive than
     the traditional "abstract."


<PAGE>


     EXPERIMENTAL * - this should describe, or reference all experimental
     methods being used for the research. It should also provide detail about
     materials and equipment being used. Standard methods can be referenced to
     the appropriate literature, where details can be obtained. Equipment should
     be described only if it is not standard, or if information is not available
     thru the literature or other reference publications.

     RESULTS AND DISCUSSION* - It is extremely important that this section
     includes enough relevant data, especially statistical data, to allow the
     project manager to justify the conclusions. With the relevant data, explain
     how the data was interpreted and how it relates to the original purpose of
     the research. Be concise in the discussion on how this research effort
     solved or contributed to solving the original problem.

     CONCLUSION* - The conclusion should not simply reiterate what was already
     included in the "Results and Discussion" section. It should, however,
     summarize what has already been presented, and include any logical
     implications of how the successes are relevant to technology development in
     the future. This is extremely important, since "relevancy" continues to be
     a criteria of the program.

     REFERENCES*

     BIBLIOGRAPHY

     LIST OF ACRONYMS AND ABBREVIATIONS

     APPENDICES (IF NECESSARY)

Company Names and Logos - Except as indicated above, company names, logos, or
similar material should not be incorporated into reports.

Copyrighted Material -- Copyrighted material should not be submitted as part of
a report unless written authorization to use such material is received from the
copyright owner and is submitted to DOE with the report.

Measurement Units - All reports to be delivered under this instrument shall use
the SI Metric System of Units as the primary units of measure. When reporting
units in all reports, primary SI units shall be followed by their U.S. Customary
Equivalents in parentheses ( ).

 The
Recipient shall insert the text of this clause, including this paragraph, in all
subcontracts under this award. Note: SI is an abbreviation for "Le 5ysteme
International d'Unites."

4.15 ELECTRONIC MEDIA STANDARD FOR PREPARATION OF TECHNICAL REPORTS (MAY 1999)
------------------------------------------------------------------------------

 FILE FORMAT

     Production of high-quality I electronic documents is dependent on the
     quality of the input that is provided. Thus, the Recipient shall submit one
     good quality paper copy using either permanent or alkaline paper plus an
     electronic version of each technical report.

     ELECTRONIC REPORTS SHALL BE SUBMITTED IN THE ADOBE ACROBAT PORTABLE
     DOCUMENT FORMAT (PDF). ELECTRONIC REPORTS SUBMITTED IN A FORMAT OTHER THAN
     ADOBE WILL BE RETURNED AND THE REPORT CONSIDERED DELINQUENT.

     Each report shall be an integrated file that contains all text, tables,
     diagrams, photographs, schematics, graphs, and charts.

SUBMISSION FORMAT

<PAGE>


     The electronic file(s) shall be submitted via diskette or CD-ROM. Diskettes
     or CD-ROMs must be labeled as follows:

          DOE Award Number

          Type/Frequency of Report(s)

          Reporting Period (if applicable)

          Name of submitting organization

          Name. phone number and fax number of preparer

     Diskettes -- Diskettes must be 3.5" double-sided, high-density (1.4 M Byte
     capacity). If file compression software is used to transmit a PDF file
     spanning more than one diskette, PKZIP from PKWare, Inc., is the required
     compression software. State the number of diskettes in the set (e.g., 1/3)

     CD-ROM -- The electronic file(s) may be submitted on an ISO9660-format
     CD-ROM.

FILE NAMING

     In naming the electronic file, the Recipient shall use the standard
     eight-character naming convention for the main file name, and the three
     character extension applicable to the software use, e.g., .pdf for Adobe.

     For the main file name, the first five characters are the last five digits
     from the award number; e.g. for Award Number DE-FG26-00NT12345, the first
     five characters are 12345.

     The next character represents the technical report and will always be
     designated as "R". The remaining two characters indicate the chronological
     number of the particular type of report; e.g., Quarterly Technical Progress
     Reports for a 5-year award are numbered R01 through R20. Thus, the main
     file name for the sixth Quarterly Technical Progress Report under Award No.
     DE-FG26- 00NT12345 would be 12345R06.PDF. If monthly, quarterly, annual,
     and a final technical report are required, the numbers would run from R01
     through R86 (60 monthly reports, 20 quarterly reports, 5 annual reports,
     and 1 final report).

4.16 ENVIRONMENTAL (DEC 1999)
-----------------------------

In response to the requirements of the National Environmental Policy Act of 1969
(NEPA) and other related environmental statutes, the National Energy Technology
Laboratory (NETL) requires the submission of various documents that assess the
environmental aspects and projected impacts of all of its proposed actions.
These documents may include the following: (1) Hazardous Substance Plan, (2)
Hazardous Waste Report, (3) Environmental Compliance Plan, (4) Environmental
Monitoring Plan, and (5) Environmental Status Reports.

The environmental information provided in these documents will enable NETL to
fulfill its responsibilities under NEPA (additional information about the
requirements of the National Environmental Policy Act can be found in the DOE
NEPA Compliance Guide and 10 CFR 1021) and to monitor the Recipient's compliance
with other environmental regulations. The implementation of any task associated
with a proposed action will be dependent upon DOE completing necessary NEPA
documentation. Therefore, to minimize the risk of project delays, it is
imperative that these reports be submitted in a timely manner.

The information contained herein specifies the basic environmental requirements
for this award, but it is not to be interpreted as containing all necessary
information for any given project. Likewise, certain aspects of the requirements
may not be applicable. Accordingly, the level of information provided should be
sufficient for DOE to assess the environmental implications of the proposed
action.

<PAGE>

4.17 HAZARDOUS SUBSTANCE PLAN (MAY 1999)
----------------------------------------

The Recipient shall submit a Hazardous Substance Plan not later than (30) days
after initial award. The Plan shall specifically identify each Hazardous
Substance (as defined under 30CFR 261, Subpart D, entitled Lists of Hazardous
Wastes) anticipated to be purchased, utilized or generated in the performance of
this award. For each such Hazardous Substance identified, the Plan shall
specifically provide the following information:

     Description of substance/Chemical
     EPA Hazardous Waste Number
     EPA Hazard Code
     Anticipated Quantity to be purchased, utilized or generated
     Anticipated Hazardous Waste Transporter
     Anticipated Hazardous Waste Disposal Facility contractor and Location
     (City/Municipality,State)
     Anticipated Treatment Method

4.18 HAZARDOUS WASTE REPORT (MAY 1999)
--------------------------------------

The Recipient shall submit a Hazardous Waste Report at the completion of award
performance. The Report shall specifically identify each Hazardous Waste (as
defined under 40 CFR 261, Subpart D, entitled Lists of Hazardous Wastes)
actually utilized or generated in the performance of this award. For each such
Hazardous Waste identified, the Report shall specifically provide the following
information:



     Description of substance/Chemical
     EPA Hazardous Waste Number
     EPA Hazard Code
     Actual Quantity Disposed
     Actual Hazardous Waste Transporter
     Actual Hazardous Waste Disposal Facility Contractor and Location
     (City/Municipality, State)
     Actual Disposal Date
     Actual Treatment Method


4.19 PROPERTY REPORTS (DEC 1999)
--------------------------------

The NETL Property Handbook entitled "Management f Government Property in the
Possession of Contractors," contains forms, instructions, and suggested formats
for submission of property reports. This handbook can be found at
http://www.netl.doe.gov/business/index.html

4.20 REPORT OF TERMINATION OR COMPLETION INVENTORY (SF-1428 AND SF-120) (MAY
----------------------------------------------------------------------------
1999)
-----

This report submitted on the SF-1428 and SF-120 is due immediately upon
completion or termination of tl" award. The Recipient is required to perform and
cause each subcontractor to perform a physical inventor adequate for disposal
purposes, of all Government property applicable to the award.

4.21 HOT LINE REPORT (DEC 1999)
-------------------------------

The "Hot Line Report" may be used to report a major breakthrough in research,
development, or design; event causing a significant schedule slippage or cost
growth; an environmental, safety and health violation achievement of or failure
to achieve an important technical objective; or any requirement for qui<
documented direction or redirection. The report shall be submitted by the most
rapid means available, USU electronic, and should confirm telephone
conversations with DOE representatives. Identification as a "Hot Line Report"


<PAGE>


serves notice at each link in the delivery chain that expedition in
handling is required. Unless otherwise agreed by the parties involved, DOE is
expected to take action and respond in a similarly timely manner. The report
should include:


     1.   Recipient's name and address;
     2.   Award title and number;
     3.   Date;
     4.   Brief statement of problem or event;
     5.   Anticipated impacts; and
     6.   Corrective action taken or recommended.

Hot line reports shall document the incidents listed below:

     1. Any single fatality or injuries requiring hospitalization of five or
     more individuals is to be immediately reported.

     2. Any significant environmental permit violation is to be reported as soon
     as possible, but within 24 hours of the discovery of the incident.

     3. Other incidents that have the potential for high visibility in the media
     are to be reported as quickly as possible, but within 24 hours following
     discovery.

     4. Any failure resulting in damage to Government-owned equipment in excess
     of $50.000 is to be reported as quickly as possible, but within 24 hours of
     the discovery of the failure.

     5. Any unplanned event which is anticipated to cause a schedule slippage or
     cost increase significant to the project is to be reported within 24 hours.

     6. Any verbal or written Notice of Violation of any Environmental, Safety,
     and Health statutes arising from the performance of this award is to be
     immediately reported.

     7. Any accidental spill or release which is in violation of any
     Environmental, Safety, and Health statutes arising from the performance of
     this award is to be immediately reported, but within 24 hours of the
     discovery of the accident.

     8. Any incident which causes a significant process or hazard control system
     failure, or is indicative of one which may lead to any of the above defined
     incidents, is to be reported as soon as possible, but within 5 days of
     discovery.


The requirement to submit Hot Line Reports for the incidents identified in 1, 2,
3, 6, or 7 is for the sole purpose of enabling DOE officials to respond to
questions relating to such events from the media and other public.

When an incident is reported in accordance with 4, 5, 6, 7, or 8, the Recipient
shall conduct an investigation of its cause and make an assessment of the
adequacy of resultant action. A written report is required no later than ten
(10) calendar days following the incident and shall include an analysis of the
pertinent facts regarding the cause, and a schedule of the remedial events and
time periods necessary to correct the action.

When an event results in the need to issue a written or verbal statement to the
local media, the statement is to be cleared first; if possible, and coordinated
with NETL Management and Communications Division, the Contracting Officer
Representative (COR) and the Contracting Officer.


<PAGE>


ATTACHMENT C -BUDGET PAGES (APR 1999)
-------------------------------------


                                       33


<PAGE>


OVERALL BUDGET SUMMARY
--------------------------------------------------------------------------------
PROPOSAL NO: 9910                       Total Project
TITLE:                                 Budget Estimate
PI  C. Jeas Bustard                   10/1/99 - 9/30/02

--------------------------------------------------------------------------------

DIRECT LABOR                 EST. HRS.       RATE/HR.       COST
                             -----------------------------------
  C. Jean Bustard                1464          $44.23    $64,753
  Michael Durham                  594          $68.06    $40,427
  Ramon Bisque                    172          $72.92    $12,541
  Duane Bloom                     110          $72.92    $ 8,020
  John Wurster                    404          $68.06    $27,496
  Sr. Engineer                   1408          $37.90    $53,362
  Engineer                       1096          $28.00    $30,688
  Specialist                     1292          $24.99    $32,287
  Technician                     1600          $20.29    $32,464
                               ------                   --------

TOTAL SALARIES AND WAGES         8140                   $302,038

                                                                     $  302,038
--------------------------------------------------------------------------------
LABOR OVERHEAD
                                RATE          BASIS       TOTAL
                               ----------------------------------
                               121.30%      $302,038     $366,373

 TOTAL OTHER OVERHEAD                                                $  366,373
--------------------------------------------------------------------------------

OTHER DIRECT COSTS
  1 Materials ans Supplies                               $143,500
  2 Special Equipment                                    $ 41,020
  3 Subcontractors                                       $ 40,000
  4 Consultant Services                                  $      0
  5 Travel                                               $ 76,780
  6 Other                                                $192,672
                                                        ----------
                                                         $493,972

TOTAL OTHER DIRECT COSTS                                             $  493,972
--------------------------------------------------------------------------------

SUBTOTAL                                                             $1,162,383
--------------------------------------------------------------------------------

OTHER INDIRECT COSTS
                                RATE          BASIS       TOTAL
                                ---------------------------------
G&A on DL, OH and ODC's         53.49%    $1,162,383     $621,758

TOTAL OTHER INDIRECT COSTS                                           $  621,758
--------------------------------------------------------------------------------
TOTAL COSTS                                                          $1,784,141
--------------------------------------------------------------------------------

PROFIT/COST SHARING                           RATE        TOTAL
                                              -------------------
Profit                                        0.00%      $      0
Original Proposed Cost Share                            ($258,489)
Pricing Adjustment(*)                                   ($491,696)

TOTAL                                                               ($  750,185)
--------------------------------------------------------------------------------

TOTAL DOE FUNDS                                                      $1,033,956
--------------------------------------------------------------------------------

* This adjustment will vary depending on direct and indirect rates. The amount
will be at least sufficient to meet the minimum 20% cost share requirement when
combined with the original proposed cost share amount. In addition, the
adjustment will be sufficient to guarantee that DOE funds do not exceed
$1,033,956.


<PAGE>


4.24 ATTACHMENT D -- RECIPIENT ACQUIRED PROPERTY (JAN 1999)
-----------------------------------------------------------

Recipient-acquired property with an acquisition cost of greater than $5,000 is
as follows:

COHETESTER $26,190