EXHIBIT
10.7

    RESTATED
PRODUCT SUPPLY AGREEMENT

    


    This
Restated Product Supply Agreement (this “Agreement”) is made
as of this 4th  day of March, 2009 (the “Effective Date”) by
and between MARTIN MARIETTA MAGNESIA SPECIALTIES, LLC (“MMMS”), a Delaware
limited liability company, and FUEL TECH, INC. (“FT”), a Delaware
corporation (FT and MMMS each individually referred to as a “Party” and
collectively referred to as the “Parties”).

     

    WHEREAS,
pursuant to that certain Asset Purchase Agreement dated September 30, 2003 (the
“APA”) by and
between MMMS and FT, FT purchased certain assets from MMMS;

     

    WHEREAS,
in connection with the APA, the Parties entered into a Contract Manufacturing
Agreement dated September 30, 2003, as amended from time to time (the “CMA”), pursuant to
which MMMS manufactured and sold to FT products (the “Bridgeport Products”)
then made by MMMS at its plant in Bridgeport, Connecticut (the “Bridgeport Plant”),
and products (the “Manistee Products”)
then made by MMMS at its plant in Manistee, Michigan (the “Manistee
Plant”).

     

    WHEREAS,
the obligation of MMMS to supply Bridgeport Products terminated on March 31,
2007, but MMMS remains obligated to continue to sell Manistee Products to FT
until the scheduled termination of the CMA on December 31, 2008;

     

    WHEREAS,
the Parties entered into a product supply agreement on October 1, 2008 to
replace the CMA;

     

    WHEREAS,
the Parties now desire to restate the terms of the product supply agreement by
entering into this Agreement to govern the continuing sale of Manistee Products
from MMMS to FT, upon the terms and subject to the conditions described herein,
with the understanding that the remaining term of the CMA shall terminate upon
the Effective Date (as defined herein) of this Agreement, which hereafter shall
govern the sale of Products (as defined herein) from MMMS to FT
hereunder;

     

    WHEREAS,
manufacture of the Products will require in part the use by MMMS of the
Confidential Information (as defined herein) owned by FT; and.

     

    WHEREAS,
FT may sell the Products to customers of FT's choosing;

     

    NOW THEREFORE, the parties agree as
follows:

     

    Article
1 — Term and Termination

     

    
      	
              1.1

            	
              This
      Agreement shall be effective as of the Effective Date hereof and shall
      continue until December 31, 2013, unless otherwise terminated as provided
      for herein (the “Term”).  This
      Agreement replaces and restates the terms of the product supply agreement
      between the parties, entered into as of October 1,
  2008.

            


    

     

    [*]=CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

    


    
      
        
           


        

        
           

          
            

          

        

        
           


        

      

    

    


    
      	
              1.2

            	
              Following
      the date that the Term ends, this Agreement shall be deemed
      terminated   and of no further force and effect, other than
      with respect to Paragraphs 3.3, 18.2. 18.9, and 18.10 and Articles 9, 10,
      11, 12, and 16.

            


    

     

    Article
2 — Products

     

    
      	
              2.1

            	
              The
      term “Products” shall
      be limited to those products manufactured by MMMS for FT and FT Blend
      Products (as defined in the Specifications) at the Manistee Plant as
      listed in the Specifications.

            


    

     

    
      	
              2.2

            	
              With
      the exception of the FT Blend Products, during the Term, MMMS will
      manufacture the Products, in accordance with the MMMS specifications
      provided to FTI in writing on the date hereof (the “Basic
      Specification”).  During the Term, MMMS will manufacture
      the FT Blend Products, in accordance with FT applicable specifications
      provided to MMMS in writing on the date hereof (the “FT Blend
      Specifications”).  The FT Blend Specifications and the
      Basic Specifications are collectively referred to herein as the “Specifications”.  Except
      for the FT Blend Specifications, the Specifications may be hereafter
      amended from time to time by mutual agreement of the
      parties.  Notwithstanding any other provision in this Agreement,
      MMMS shall only make changes to the FT Blend Specifications as instructed
      by FT from time to time.

            


    

     

    
      	
              2.3

            	
              In
      order to respond to FT customer requirements, FT may request reasonable
      changes in the Specifications.  MMMS shall use commercially
      reasonable efforts to accommodate such requests in the time frames
      required by FT and, if able to do so, shall quote the applicable Products
      to FT based on the prices provided in Article 4, plus or minus the actual
      additional costs or savings, as the case may be, to MMMS of any such
      changes in Specifications.  If MMMS is unable to implement
      timely the changes to the Specifications requested by FT, such inability
      shall be treated as a force majeure, and the provisions of Article 17
      shall apply.

            


    

     

    Article
3 — Quantities

     

    
      	
              3.1

            	
              Subject
      to the exceptions set forth elsewhere in this Agreement, FT will purchase
      from MMMS, and MMMS will supply to FT, one hundred percent (100%) of FT’s
      requirements for the Products for FT customers who purchase such Products
      from FT for delivery in the United States and Canada during the Term. MMMS
      and FT will consult quarterly to determine a forecast of the quantity of
      Products required by FT and the time they will be required (each a “Quarterly
      Forecast”).

            


    

    


    
      	
              3.2

            	
              MMMS
      shall maintain adequate capacity to fulfill FT’s requirements in
      accordance with Paragraph 3.1; provided that in no event shall MMMS be
      required to supply FT quantities of Products during any calendar year in
      excess of [*] dry
      tons during such calendar year. If FT’s needs for Products exceed this
      limit, MMMS will use commercially reasonable efforts to meet such
      increased needs; provided that FT provides MMMS with at least
      six  (6) months prior notice of such increased needs, and
      provided, further, MMMS shall be obligated to fulfill such increased needs
      only if MMMS agrees in writing to such increased
      limits.   If MMMS does not have sufficient Products
      available to meet any order placed by FT with respect to any FT customer,
      in addition to its other remedies under this Agreement at law or in
      equity, FT may, at its option, thereafter elect to purchase Products for
      such FT customer from another producer without breach of Paragraph 3.1
      above.

            


    

     

    
      [*]=CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

    

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    
      	
              3.3

            	
              MMMS
      and FT shall coordinate with each other so as to minimize remaining
      inventories of FT Blend Products and related materials at the end of the
      Term.  Ninety (90) days prior to the expiration date for the
      Term, FT shall provide MMMS a non-binding forecast of its anticipated
      orders for the FT Blend Products through the remainder of the
      Term.  Following the expiration of the Term and no later than
      sixty (60) days thereafter, FT shall purchase from MMMS the remaining raw
      materials WIP, packaging materials, and finished goods inventory, if any,
      then held by MMMS for use exclusively in manufacturing the FT Blend
      Products (“Manistee Excess
      Items”) at the applicable prices provided in Article 4 or, for
      items not priced in Article 4, the book value of said inventory as
      recorded on MMMS’s books and records; provided, however, that FT shall
      neither be obligated to purchase: (a) FloMag® H finished goods inventory;
      nor (b) Manistee Excess Items exceeding an amount reasonably necessary in
      order for MMMS to fulfill the Quarterly Forecast for the calendar quarter
      in which the expiration date of the Term
occurs.

            


    

     

    
      	
              3.4

            	
              MMMS
      may use FT’s Confidential Information and other tradenames and
      intellectual property of FT only in connection with sales to FT hereunder
      and not in connection with sales of Products to
      others.   MMMS shall sell the FT Blend Products only to FT
      pursuant to the terms and conditions of this Agreement or as otherwise
      expressly permitted under Section 3.6 below.  Subject to MMMS’s
      obligations under or referenced in this Agreement, including, without
      limitation, Section 3.5 below, MMMS may manufacture and sell Products,
      other than the FT Blend Products, to persons or entities other than FT and
      at such prices and upon such terms as MMMS shall
  determine.

            


    

     

    
      	
              3.5

            	
              Except
      as set forth in Paragraph 3.6 below, MMMS shall sell exclusively to FT for
      Products to be used for an FT Application.  For purposes hereof,
      FT Application means the use of any Product in the United States or Canada
      for: (i) the control of slag, corrosion, and fouling from the negative
      effects of fuel contaminants such as sulfur, sodium, vanadium, potassium,
      zinc, and others; (ii) the enhancement of combustion through the use of
      metal-bearing products that act as a catalyst in the combustion process,
      including but not limited to calcium nitrate, iron and copper based
      catalysts; (iii) the control of opacity, NOx and CO emissions, and acid
      smut by modifying the fouling and corrosive elements from the fuel input;
      and (iv) the clean up and removal of sludge or water accumulation in bulk
      oil storage tanks via utilization of a fuel oil
  dispersant.

            


    

     

    
      	
              3.6

            	
              Subject
      to its maintaining sufficient quantities of Products necessary to enable
      MMMS to meet its obligations under Paragraphs 3.1 and 3.2 hereof, MMMS
      shall be entitled to conduct any of the following activities without
      breach of Paragraph 3.5:

            


    

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (a)

            	
              the
      use, or sale for use by another party, of Products (but not FT Blend
      Products) in connection with: (i) the reduction of sulfur dioxide using
      either lime or lime-based products or magnesia or magnesia-based products
      in coal or oil-fired units; or (ii) the injection of magnesium oxide or
      magnesium hydroxide from the convection section and beyond to control
      back-end corrosion or plume caused by sulfur trioxide in coal or oil-fired
      units;

            


    

     

    
      	
               
      

            	
              (b)

            	
              sales
      of Flo-Mag® H to [*], at the prices set
      forth in the pricing schedule described in Article 4, provided, that
      Flo-Mag® H sold to [*] shall be used solely
      to allow [*] to
      manufacture FT Blend Products for resale to FT customers for use in a FT
      Application;

            


    

     

    
      	
               
      

            	
              (c)

            	
              sales
      of Products (but not FT Blend Products) to [*] as an end-user and
      not for resale, for [*] internal use only at
      [*]; provided,
      however, that in connection with any such sales to [*], MMMS shall pay to
      FT, on a monthly basis, but only for the first full year after MMMS
      commences sales to [*], an amount equal to
      [*] Dollars
      ($[*])for each dry
      ton of Products sold to [*] for use at its [*]
      facility.  MMMS agrees that it shall keep true and accurate
      books of account documenting the dry tons of Products sold by MMMS to
      [*] along with a
      computation of the amounts payable to FT hereunder.  In
      addition, by the last day of the month following each calendar month
      beginning with the Effective Date of this Agreement (or if later, the
      calendar month in which MMMS commences sales to [*]), MMMS shall deliver
      to FT payment and a written sales report (in the form provided by FT to
      MMMS) which quantifies the dry tons sold by MMMS pursuant to this
      Paragraph 3.6(c); and

            


    

     

    
      	
               
      

            	
              (d)

            	
              sales
      of FT 8263 Plus: (1) to Energy Marine Services S.A. de C.V. (“EMS”) for
      resale by EMS to its end-user customers in Mexico that use FT’s
      targeted-in-furnace-injection system pursuant to a sublicense granted by
      EMS pursuant to that certain License Implementation Agreement, dated
      August 6, 2008, between FT and EMS (the “Implementation Agreement”), and
      (2) to Double V Holding, S.A. de C.V.
      (“Double V”) for resale to such EMS end-user customers solely and
      exclusively in Double V’s capacity as a contractor for EMS under the
      Implementation Agreement; provided, that (i) MMMS will supply such Product
      to EMS or Double V, as the case may be, in delivered form only, and shall
      not provide EMS or Double V with any Specifications or FT Confidential
      Information relating to such Product; (ii) prior to any shipment of
      Product, MMMS shall obtain a purchase order or signed letter from EMS or
      Double V, as the case may be, executed by an authorized officer of such
      entity, confirming that the Product ordered is for resale in Mexico for a
      TIFI system pursuant to the Implementation Agreement, and the name of the
      ultimate end-user customer; and (iii) upon written notice from FT, MMMS
      will cease further shipments of Product to EMS or Double V until such
      time, as any, as FT provides MMMS with written authorization to recommence
      such shipments.

            


    

     

    
      [*]=CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

    

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    The
parties acknowledge and agree that nothing in this Agreement shall alter or
affect the terms and provisions of that certain Non-Compete Agreement, dated
September 30, 2003, between MMMS and FT.

     

    Article
4 — Price

     

    The fee
for MMMS’s manufacture of Products shall be equal to the dollar amount for each
Product in accordance with the pricing schedule delivered to FTI in writing on
the date hereof.  Such fee shall be subject to increase to the extent,
if any, of any documented increase in MMMS’ transportation and shipping costs in
the manner set forth on such pricing schedule.  Except as may be
specifically provided on such pricing schedule, Products shall be sold [*].

     

    Article
5 — Payment

     

    
      	
              5.1

            	
              Terms
      of payment on all invoices to FT shall be net [*]
  days.

            


    

     

    
      	
              5.2

            	
              FT
      shall remit payments to MMMS at the following address, or such other
      address as MMMS may provide to FT in accordance with the notice provisions
      under Article 18:

            


    

     

    Martin
Marietta Magnesia Specialties, LLC

    P.O. Box
93186

    Chicago,
IL  60673-3186

     

    Article
6 — Orders

     

    
      	
              6.1

            	
              In
      addition to the other forecasts provided above, FT shall provide to MMMS,
      on a monthly basis, a non-binding rolling four (4) week forecast of its
      requirements for Products.

            


    

     

    
      	
              6.2

            	
              FT
      will place orders with MMMS promptly following receipt of FT customer
      orders.

            


    

    


    
      	
              6.3

            	
              MMMS
      will invoice FT for Products as
shipped.

            


    

    


    
      	
              6.4

            	
              MMMS
      shall keep and maintain monthly inventory records along with production
      records and shipment records and invoice records in conformance with its
      existing accounting practices, but in no event less than reasonable
      accounting practices and good industry practice.  FT shall have
      the right to inspect such records to assure accuracy and conformity with
      this Agreement.  Such inspection shall be in accordance with the
      procedures outlined in Paragraph
9.3.

            


    

     

    
      	
              6.5

            	
              (a)

            	
              MMMS
      will ship within the earlier of (i) five (5) days of receipt of an
      order and (ii) the time frame set forth in the applicable FT customer
      contract (the “Delivery
      Period”) (provided that timely notice is given to MMMS of such
      order in accordance with this Agreement and if such order calls for a
      delivery earlier than five (5) days of receipt of the order, FT has
      obtained the prior written consent of MMMS to such shortened Delivery
      Period).  MMMS will maintain adequate inventory levels at its
      Manistee Plant to meet such shipment schedule (“Inventory
      Levels”).  While MMMS will not be obligated to accept
      orders with Delivery Periods shorter than such five (5) days (unless MMMS
      has agreed in advance to such shorter Delivery Period), MMMS will use
      commercially reasonable efforts to accommodate shorter Delivery
      Periods.

            


    

     

    [*]=CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (b)

            	
              If
      MMMS fails to fulfill its obligations under Paragraph 6.5(a) above then,
      in addition to FT’s other rights and remedies under this Agreement, at law
      or in equity,  FT, in its sole discretion, may exercise one or
      more of the following additional remedies: (i) if FT’s underlying customer
      orders for such Products are cancelled due to MMMS’ failure to meet the
      Delivery Period or to maintain Inventory Levels, FT may cancel the
      uncompleted portion of any applicable FT order to MMMS for such affected
      underlying customer orders and immediately replace MMMS with an alternate
      supplier for the affected Products for each FT order so affected, and MMMS
      shall promptly reimburse FT for any reasonable out of pocket cost or
      expense of such alternate supply in excess of the price paid hereunder
      including, without limitation, reasonable additional freight charges
      associated with alternate supplier shipments to FT customers; and (ii) if
      expedited shipment is reasonably required by FT’s customer due to MMMS’
      failure to meet the Delivery Period or to maintain Inventory Levels, MMMS
      shall arrange such shipment, and the reasonable extra cost of such
      expedited freight charges shall be the responsibility of
    MMMS.

            


    

    


    
      	
               
      

            	
              (c)

            	
              MMMS
      shall ship the Products to FT customers using a FT bill of lading, FT
      product name, and FT product labels as instructed and provided by
      FT.

            


    

     

    Article 7 — Coordination and Other
Actions by FT

     

    
      	
              7.1

            	
              FT
      customer contract changes, exceptions, questions, service and other issues
      under such contracts will be the responsibility of
  FT.

            


    

     

    Article
8 — Packaging

     

    
      	
               
      

            	
              8.1

            	
              FT
      will provide MMMS with specifications and shall approve Product packaging
      materials which will bear the FT name and the applicable product
      name/trademark.  FT will also provide labels for MMMS to
      use.

            


    

    


    
      	
               
      

            	
              8.2

            	
              FT
      authorizes MMMS to affix and apply the FT Trademarks to the Products as
      directed by FT for the sole purpose of MMMS performing the Product
      packaging services necessary to prepare the Products for shipment pursuant
      to this Agreement.  MMMS shall use FT Trademarks only in such
      manner as to preserve all rights of FT and not for any other
      purpose.  MMMS acquires no right to FT Trademarks by its use,
      and all uses by MMMS of the FT Trademarks will inure to FT’s sole
      benefit.  As used herein, “FT Trademarks”
      means those trademarks, trade names, service marks, slogans, designs,
      distinctive advertising, labels, logos, and other trade-identifying
      symbols as are or have been developed and used by FT or any of its
      subsidiaries or affiliate companies and which FT owns or has the right to
      use.

            


    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    Article
9 — Manufacturing Standards - Quality Control – Returned Goods

     

    
      	
              9.1

            	
              MMMS
      shall manufacture Products in accordance with the
      Specifications.  All work and/or services supplied hereunder
      will be performed in a workmanlike manner.  If FT or a FT
      customer determines that the Product does not meet the Specifications in
      any material respect in violation of Article 10, FT will notify MMMS of
      such determination.  FT will notify MMMS of any such
      determination as soon as reasonably practicable following such
      determination by FT or FT’s customer.  Upon receipt of such
      notification, MMMS may, at its option, but with FT’s prior approval (which
      approval will not be unreasonably withheld or delayed), send a
      representative to examine such Product.  If such representative
      disagrees with FT’s or FT’s customer’s determination, the parties shall
      attempt to resolve such disagreement within ten (10) days following such
      representative’s examination.  If such disagreement has not been
      resolved within such ten (10)-day period, the parties shall settle the
      dispute in accordance with the dispute resolution provisions of Paragraph
      18.9.  Notwithstanding the foregoing, the parties will cooperate
      with one another in endeavoring to resolve any such customer disputes in
      the time frame reasonably required by the affected FT
      customer(s).  To help ensure compliance with Specifications, and
      proof thereof, MMMS shall take representative samples of each Product
      shipped hereunder, which shall be retained and made available to FT in
      accordance with Paragraph 9.5
below.

            


    

     

    
      	
              9.2

            	
              FT
      shall have the right to return to MMMS for credit any Product purchased
      under this Agreement that is determined to be defective or nonconforming
      pursuant to Paragraph 9.1.  Any such credits remaining at the
      expiration or other termination of this Agreement shall be paid by MMMS to
      FT.  Risk of loss and expenses incurred in shipping defective or
      nonconforming Product to FT or FT’s customers shall be borne by
      MMMS.  FT shall not be required to pay for any Product that
      fails to meet the Specifications in any material
      respect.  Return freight shall be the responsibility of
      MMMS.  FT will promptly provide MMMS with customer reports and
      samples of material for analysis, diagnosis, and
    disposition.

            


    

     

    
      	
              9.3

            	
              All
      relevant books and records of MMMS relating to the performance of its
      obligations under this Agreement may be examined, inspected, or audited by
      representatives of FT during normal business hours, upon written notice to
      MMMS at least three (3) business days prior to such
      activity.  It is understood and agreed that such books and
      records shall include, but not be limited to, customer invoices, purchase
      orders and chemical consumption data necessary to calculate the payments
      to be made by MMMS under Paragraph 3.6(c).  During any such
      activity on the premises of MMMS, all reasonable facilities and assistance
      for the safety and convenience of all the inspectors shall be provided by
      MMMS without additional charge to FT.  FT shall cause such
      representatives to comply fully with all reasonable safety procedures and
      instructions requested by MMMS.

            


    

     

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    
      	
              9.4

            	
              MMMS
      will ship the Products in accordance with good commercial
      practice.  The cost of replacing damaged goods resulting from
      packaging that does not conform with the Specifications will be the
      responsibility of MMMS.

            


    

     

    
      	
              9.5

            	
              MMMS
      shall maintain a quality control inspection system with respect to the
      Products in accordance with the practices agreed to in writing by the
      Parties.  Records of all inspection work done by MMMS on
      Products sold to FT, including Product samples to be taken by MMMS of each
      shipment under this Agreement, shall be kept complete and made available
      to FT for inspection, upon request, in accordance with the procedures
      outlined in Paragraph 9.3, for a period of one (1) year after delivery of
      products to FT or FT’s customers. FT may inspect quality control and
      compliance with procedures at the Manistee Plant; however, maintenance of
      quality and shipping standards in accordance with the terms of this
      Agreement shall be the responsibility of
MMMS.

            


    

     

    
      	
              9.6

            	
              MMMS
      shall be responsible for the repair, maintenance, safety, and operations,
      including regulatory compliance related thereto, of its manufacturing
      facilities.

            


    

     

    Article
10 — Product Representations and Warranties and Indemnification

     

    
      	
              10.1

            	
              MMMS
      represents and warrants as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Products sold to FT under this Agreement at the time of shipment shall be
      free from defects in material and workmanship and conform in all material
      respects with the Specifications.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Products sold to FT under this Agreement at the time of shipment shall
      have been manufactured, packaged, labeled, and sold to FT in substantial
      compliance with all applicable federal and state laws, rules, and
      regulations.

            


    

     

    
      	
               
      

            	
              (c)

            	
              At
      the time of shipment MMMS will have good title to the Products sold under
      this Agreement, and the Products at the time of shipment shall be free and
      clear from any security interest or any other lien or
      encumbrance.

            


    

     

    
      	
              10.2

            	
              FT’s
      acceptance of delivery of any Product or acceptance thereof by a customer
      of FT shall not constitute a waiver of any of the express representations
      and warranties stated in this
Agreement.

            


    

     

    
      	
              10.3

            	
              MMMS
      shall indemnify and hold harmless FT, its directors, officers,
      shareholders, Affiliates, agents, and employees, from and against all
      litigation, claims, actions, damages, losses, and expenses, including, but
      not limited to, reasonable attorneys’ fees, arising out of breach of
      MMMS’s representations and warranties contained in this Article 10; provided that
      FT may not make any claim for indemnity under this Paragraph 10.3
      subsequent to one (1) year after receipt of the defective or nonconforming
      Product at FT’s or FT’s customer’s facility.  Any such claim not
      asserted within such one (1) year period shall be deemed to have been
      waived.

            


    

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    
      	
              10.4

            	
              EXCEPT
      AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MMMS MAKES NO REPRESENTATIONS OR
      WARRANTIES WITH RESPECT TO ANY PRODUCTS.  THE REPRESENTATIONS
      AND WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND MMMS HEREBY
      SPECIFICALLY DISCLAIMS, ALL OTHER REPRESENTATIONS, WARRANTIES, OR
      CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN FACT OR BY LAW,
      RELATING TO THE PRODUCTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF
      THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE.

            


    

     

    Article
11 — Environmental Representations and Warranties and
Indemnification

     

    
      	
              11.1

            	
              Definitions. For purposes of this
      Agreement, the following terms are defined as
  follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              "Environmental Laws"
      means any applicable statute, code, enactment, ordinance, rule,
      regulation, permit, consent, approval, authorization, license, judgment,
      order, writ, common law rule (including without limitation the common law
      respecting nuisance and tortious liability), decree, injunction, or other
      requirement having the force and effect of law, whether local, state,
      territorial, or national, at any time relating to pollution or the
      protection of human health or the
  environment. 

            


    

     

    
      	
               
      

            	
              (b)

            	
              "Hazardous Substances"
      means (i) any substance, waste, pollutant, contaminant, or material
      regulated, defined, or designated as hazardous, extremely or imminently
      hazardous, dangerous or toxic under any Environmental Laws, including but
      not limited to the Comprehensive Environmental Response, Compensation and
      Liability Act, 42 U.S.C. 9601, et seq., the Resource Conservation and
      Recovery Act, 42 U.S.C. 6901, et seq., and the Hazardous Materials
      Transportation Act, 42 U.S.C. 1801, et seq., their implementing
      regulations and their state counterparts; (ii) petroleum and
      petroleum products; (iii) asbestos; and (iv) natural gas,
      synthetic gas, and any mixtures
thereof.

            


    

     

    
      	
              11.2

            	
              MMMS
      represents and warrants that it is the sole owner or lessee and operator
      of its manufacturing and distribution facilities (including, without
      limitation the Manistee Plant) and is solely responsible for
      (i) compliance with all Environmental Laws and (ii) any and all
      releases of Hazardous Substances from such facilities, including but not
      limited to any releases of Hazardous Substances associated in any way with
      the manufacture of the Products sold to FT under this Agreement or, in the
      case of Product shipments, until risk of loss for the Products sold
      hereunder transfers from MMMS under the shipping terms set forth in
      Article 4.

            


    

     

    
      	
              11.3

            	
              MMMS
      retains sole responsibility for compliance with Environmental Laws and any
      and all releases of Hazardous Substances during the shipment and
      distribution of the Products hereunder, including any release of Hazardous
      Substances in, at, under, or on the property of MMMS's manufacturing and
      distribution facilities, in all such cases until risk of loss for the
      Products sold hereunder transfers from MMMS under the shipping terms set
      forth in Article 4.

            


    

     

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    
      	
              11.4

            	
              MMMS
      hereby agrees to indemnify and hold harmless FT, its directors, officers,
      shareholders, Affiliates, agents, and employees from and against any and
      all losses, claims, damages, penalties, liabilities, response costs, and
      expenses (including all out-of-pocket litigation costs and the reasonable
      fees and expenses of counsel) arising out of (i) the inaccuracy or
      incompleteness of any representation or warranty MMMS has provided in this
      Agreement or in any document or writing delivered under this Agreement,
      with respect to liability or alleged liability arising under the
      Comprehensive Environmental Response, Compensation and Liability Act, 42
      U.S.C. 9601, et seq., or any state or local counterpart or
      (ii) non-compliance with any Environmental Laws or the release of
      Hazardous Substances, including but not limited to non-compliance and
      releases of Hazardous Substances in violation of Paragraphs 11.2 and 11.3
      above; provided, however, that FT may not make any claim for indemnity
      under this Paragraph 11.4 subsequent to five (5) years after the last date
      of receipt of Products under this Agreement.  Any such claim not
      asserted within such five (5) year period shall be deemed
      waived.

            


    

     

    Article
12 — Survival

     

    
      	
              12.1

            	
              All
      of the representations and warranties and agreements of the parties
      contained in this Agreement (including, without limitation, the
      representations and warranties of MMMS contained in Articles 10 and 11
      above, and the indemnification obligations set forth in Articles 10 and
      11) shall survive the termination of this Agreement and continue in full
      force and effect for a period of twelve (12) months, except as provided in
      Paragraphs 10.3 and 11.4 above and Paragraph 16.7 below, after the
      expiration or termination of this Agreement (except to the extent that, at
      the end of any such period, a claim for indemnity is then pending with
      respect to such representation, warranty, covenant, agreement or
      indemnification obligation).  The foregoing sentence
      notwithstanding, any liability which results from fraud on the part of the
      other party for which indemnity would otherwise be available under this
      Agreement, may be asserted at any time subject to the other provisions of
      this Agreement.

            


    

     

    Article
13 — Safety

     

    
      	
              13.1

            	
              In
      all cases where FT or any representative thereof performs any inspection
      or other act contemplated hereunder at any of MMMS’s locations, FT shall
      comply, and shall cause such representatives to comply, with all
      applicable provisions of federal, state, and local safety laws and rules
      and shall take all necessary precautions for safe performance by FT
      representatives, including observing fully all reasonable requests of
      MMMS’s personnel as provided in Paragraph 9.3 hereof.  FT shall
      indemnify and hold harmless MMMS, its agents and employees, from and
      against all claims, damages, losses, and expenses, including but not
      limited to, reasonable attorneys’ fees, for personal injury or property
      damage arising directly out of any negligent failure by FT or any of its
      representatives to comply with this Paragraph
  13.1.

            


    

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    Article
14 — Termination for Breach

     

    
      	
              14.1

            	
              Notwithstanding
      anything to the contrary contained herein, either Party, in addition to
      any other remedy at law or equity which it may have, shall have the right
      to terminate this Agreement at any
time:

            


    

     

    
      	
               
      

            	
              (a)

            	
              upon
      written notice to the other Party if such other Party has committed any
      material breach or has not complied in any material respect with any
      covenant, provision, or obligation herein contained and has failed to
      correct such breach or non-compliance within sixty (60) days after having
      received written notice thereof; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              automatically
      if such other Party is dissolved, declares bankruptcy, or goes into
      liquidation.

            


    

     

    Article
15 — Intellectual Property

     

    
      	
              15.1

            	
              During
      the Term, FT hereby grants to MMMS a royalty-free, non-exclusive,
      non-transferable license to use FT’s Confidential Information internally
      at its Manistee Plant solely to the extent necessary to manufacture FT
      Blend Products at its Manistee Plant for FT pursuant to this
      Agreement.

            


    

     

    Article
16 — Confidentiality and Use of Technology

     

    
      	
              16.1

            	
              Definition of Confidential
      Information.  “Confidential
      Information” means any information:  (i) disclosed
      by one Party (the “Disclosing
      Party”) to the other (the “Receiving
      Party”), which, if in written, graphic, machine-readable, or other
      tangible form is marked as “Confidential” or “Proprietary,” or which, if
      disclosed orally or by demonstration, is identified at the time of initial
      disclosure as confidential and is summarized in writing and similarly
      marked and delivered to the Receiving Party within thirty (30) days of
      initial disclosure; (ii) which at the time it is disclosed is or
      should reasonably be known by the Receiving Party to be proprietary or
      confidential information of the Disclosing Party, such as MMMS’s pricing
      to FT for the Products and other items chargeable to FT under this
      Agreement, FT Product orders, prices for Products sold to FT customers,
      and FT’s actual as well as FT’s average sales price for any Products, and
      the FT Blend Specifications; (iii) which was included in the intellectual
      property rights acquired by FT from MMMS pursuant to the APA; and
      (iv) which is otherwise deemed to be “Confidential Information” by
      the terms of this Agreement.  As used in this Paragraph 16.1,
      the terms “Receiving
      Party” and “Disclosing
      Party” may be understood to include, as appropriate under the
      circumstances, FT or its Affiliates, as applicable, and MMMS or its
      Affiliates.  “Affiliate”
      shall mean, with respect to any Party, any other party directly or
      indirectly controlling, controlled by, or under common control with such
      Party.  For purposes of this definition, “control” when used
      with respect to any person or entity, means the possession, directly or
      indirectly, of the power to direct or cause the direction of
      the  management and policies of such party through the ownership
      of voting securities; the terms “controlling” and “controlled” have
      meanings correlative to the
foregoing.

            


    

     

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    
      	
              16.2

            	
              Confidential
      Information will exclude information that the Receiving Party can
      demonstrate is:  (i) now or hereafter, through no
      unauthorized act or failure to act on Receiving Party’s part, in the
      public domain; (ii) known to the Receiving Party from a source other
      than the Disclosing Party (including former employees of the Disclosing
      Party) without an obligation of confidentiality known to the Receiving
      Party at the time Receiving Party receives the same from the Disclosing
      Party, as evidenced by written records; (iii) hereafter furnished to
      the Receiving Party by a third party as a matter of right and without
      restriction on disclosure; (iv) furnished to others by the Disclosing
      Party without restriction on disclosure; or (v) independently
      developed by the Receiving Party without use of the Disclosing Party’s
      Confidential Information.  Nothing in this Agreement shall
      prevent the Receiving Party from disclosing Confidential Information to
      the extent the Receiving Party is legally compelled to do so by any
      governmental investigative or judicial agency pursuant to proceedings over
      which such agency has jurisdiction; provided, however, that prior to any
      such disclosure, the Receiving Party shall (a) assert the
      confidential nature of the Confidential Information to the agency;
      (b) immediately notify the Disclosing Party in writing of the
      agency’s order or request to disclose; and (c) at the expense of the
      Disclosing Party, cooperate fully with the Disclosing Party in protecting
      against any such disclosure and/or obtaining a protective order narrowing
      the scope of the compelled disclosure and protecting its
      confidentiality.

            


    

     

    
      	
              16.3

            	
              The
      Receiving Party shall treat as confidential all of the Disclosing Party’s
      Confidential Information and shall not use such Confidential Information
      except for the purpose of furthering the purpose of this Agreement as
      permitted and limited by this Agreement.  Without limiting the
      foregoing, the Receiving Party shall use the same degree of care and means
      that it utilizes to protect its own Confidential Information of a similar
      nature, but in any event not less than reasonable care and means, to
      prevent the unauthorized use or the disclosure of such Confidential
      Information to third parties.  The Confidential Information may
      be disclosed only to employees or contractors of the Receiving Party with
      a “need to know” who are instructed not to disclose the Confidential
      Information and not to use the Confidential Information for any purpose,
      except as set forth herein.  The Receiving Party shall have
      appropriate written agreements with any contractors that will receive
      Confidential Information sufficient to comply with the provisions of this
      Agreement.  A Receiving Party may not alter, decompile,
      disassemble, reverse engineer, or otherwise modify any Confidential
      Information received hereunder, and the mingling of the Confidential
      Information with information of the Receiving Party shall not affect the
      confidential nature or ownership of the same as stated
      hereunder.

            


    

     

    
      	
              16.4

            	
              Each
      Party agrees that the terms and conditions of and prices under this
      Agreement, but not the existence of or the identity of the Parties to this
      Agreement, will be treated as the other Party’s Confidential Information
      and that no reference to the terms and conditions of this Agreement or to
      activities pertaining thereto may be made in any form of press release,
      public statement, or otherwise to a third party without the prior written
      consent of the other Party; provided, however, that each Party may
      disclose the terms and conditions of this
      Agreement:  (i) as may be required by law; (ii) to
      legal counsel of the Parties; (iii) in connection with the requirements of
      an initial public offering or securities filing; (iv) in confidence, to
      accountants, banks, and financing sources and their advisors; (v) in
      confidence, in connection with the enforcement of this Agreement; or (vi)
      in confidence, in connection with a merger or acquisition or proposed
      merger or acquisition of a
Party.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              16.5

            	
              Each
      Party represents and warrants to the other that it has not used and shall
      not use in the course of its performance hereunder, and shall not disclose
      to the other, any confidential information of any third party, unless it
      is expressly authorized in writing by such third party to do
      so.

            


    

     

    
      	
              16.6

            	
              The
      Parties agree to consult with each other before issuing any press release
      or making any public statement with respect to this Agreement and, except
      as may be required by applicable law, will not issue any such press
      release or make any such public statement prior to obtaining the prior
      written consent and approval thereof from the other Party, which consent
      or approval shall not be unreasonably withheld or
  delayed.

            


    

     

    
      	
              16.7

            	
              Upon
      expiration or other termination of this Agreement, each Party shall return
      the other Party’s Confidential Information and all documentation and data
      relating to raw material specifications, process monographs, formula
      cards, and procedure manuals related to FT Blend Products, and shall also
      deliver to the other Party a certificate of one of its officers
      representing that such officer has no knowledge of any materials described
      in this Paragraph 16.7 that have not been so delivered.  In lieu
      of returning Confidential Information of the other, a Party may instead
      elect to destroy the same, provided the officer certifies such destruction
      in the certification referenced above.  Notwithstanding any
      provision in this Agreement to the contrary, the confidentiality
      provisions of this Article 16 shall survive for a period of five (5) years
      following the expiration or other termination of this Agreement; provided that
      the confidentiality provisions of this Article 16 shall be perpetual with
      respect to the FT Blend Products and the FT Blend
      Specifications.

            


    

     

    Article
17 — Force Majeure

     

    
      	
              17.1

            	
              Neither
      Party shall be liable to the other for any alleged or actual loss or
      damages  resulting from failure to perform due to events not in
      reasonable control of a Party, including, without limitation, acts of God,
      natural disasters, acts of civil or military authority, government
      priorities, fire, floods, epidemics, quarantine, energy crises, war, or
      riots (“Force
      Majeure”). No Force Majeure
      shall relieve either party of its obligations of confidentiality or its
      obligation to pay any money already due and owing when the Force Majeure
      first starts.

            


    

     

    
      	
              17.2

            	
              Either
      Party experiencing a Force Majeure preventing it from performing its
      obligations (other than a payment obligation) under this Agreement (a
      “Force Majeure
      Event”) must notify the other Party of such in writing within a
      reasonable time, not to exceed thirty (30) days after the onset of the
      circumstances prompting such claim of a Force Majeure Event.  In
      the case of a Force Majeure Event affecting MMMS’s ability to deliver
      Products to FT or FT’s customers, MMMS shall provide FT with notice of
      such within three (3) days of the onset of the circumstances prompting
      such claim of a Force Majeure
Event.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              17.3

            	
              Subject
      to 17.4 below, in any case of a Force Majeure Event, the time for
      performance under this Agreement will be extended by the number of days of
      delay caused by Force Majeure, but in no event shall the term of this
      Agreement be extended.

            


    

     

    
      	
              17.4

            	
              If
      MMMS is unable to deliver one or more of the Products in accordance
      with   the agreed delivery schedule for a period of five
      (5) days as a result of a Force Majeure Event, FT, in its sole discretion,
      may (i) extend the time of performance, or (ii) if FT’s
      underlying customer orders for such Products are cancelled due to the
      delay, cancel the uncompleted portion of any applicable FT order to MMMS
      for such affected underlying customer orders and immediately replace MMMS
      with an alternative supplier for the affected Products for any part or all
      of the duration of the Force Majeure Event, or (iii) upon sixty (60)
      days prior notice, immediately terminate this Agreement, in whole or in
      part, provided that
      FT shall not terminate this Agreement if such Force Majeure Event is cured
      within the sixty (60) day notice
period.

            


    

     

    
      	
              17.5

            	
              A
      party claiming relief as a result of a Force Majeure Event must make all
      commercially reasonable efforts to overcome the effects of such Force
      Majeure Event so as to enable it to perform its obligations
      hereunder.

            


    

     

    Article
18 — Miscellaneous

     

    
      	
              18.1

            	
              Insurance.  MMMS
      shall obtain and maintain, at its expense, a policy or policies of
      insurance which include the terms set forth in Exhibit B for
      the duration of this Agreement.  MMMS will provide FT with
      details of all insurance effected in accordance with this
      clause.

            


    

     

    
      	
              18.2

            	
              Limitation of
      Liability.  Neither Party shall be liable under this
      Agreement or otherwise to the other Party or any third party for any
      incidental, consequential, special, punitive, or exemplary loss, damage,
      or expense, including without limitation loss of profit directly or
      indirectly arising from the sale or use of the Products, except where such
      loss, damage, or expense is caused by such Party’s actual fraud or willful
      breach hereof.

            


    

     

    
      	
              18.3

            	
              Governing
      Law.  This Agreement shall be governed and construed in
      accordance with the laws of the State of Illinois without regard to its
      applicable conflicts of laws
principles.

            


    

     

    
      	
              18.4

            	
              Notices.  Any
      notice, communication, or request under this Agreement to either of the
      Parties shall be in writing and shall be effectively delivered if
      delivered personally or sent by overnight courier service (with all fees
      prepaid), or by telecopy as
follows:

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      
        	
                If
      to MMMS:

              	
                Martin
      Marietta Magnesia Specialties, LLC

              
	 
      	
                195
      Chesapeake Plaza, Suite 200

              
	 
      	
                Baltimore,
      Maryland  21220

              
	 
      	
                Attention:  President

              
	 
      	
                (Telecopy:  410/780-5777)

              
	 
      	 
      
	
                with
      copies to:

              	
                Martin
      Marietta Materials, Inc.

              
	 
      	
                2710
      Wycliff Road

              
	 
      	
                Raleigh,
      North Carolina  27607

              
	 
      	
                Attention:  Senior
      Vice President and General Counsel

              
	 
      	
                (Telecopy:  919/783-4535)

              
	 
      	 
      
	
                If
      to FT:

              	
                Fuel
      Tech, Inc.

              
	 
      	
                27601
      Bella Vista Pkwy

              
	 
      	
                Warrenville,
      Illinois 60555-2299

              
	 
      	
                Attention:  President

              
	 
      	
                (Telecopy:  630/845-4501)

              


      

    

    


    Any such
notice, request, demand, or other communication shall be deemed to be given if
delivered in person, on the date delivered, if made by facsimile transmission,
on the date transmitted, or, if sent by overnight courier service, on the date
sent as evidenced by the date of the bill of lading; and shall be deemed
received if delivered in person, on the date of personal delivery, if made by
facsimile transmission, upon confirmation of receipt (including electronic
confirmation), or if sent by overnight courier service, on the first business
day after the date sent.  Any Party sending a notice, request, demand,
or other communication by facsimile transmission shall also send a hard copy of
such notice, request, demand, or other communication by one of the other means
of providing notice set forth in this Paragraph 18.4.  Any notice,
request, demand, or other communication shall be given to such other
representative or at such other address as a Party to this Agreement may furnish
to the other Party in writing pursuant to this Paragraph 18.4.

     

    
      	
              18.5

            	
              Assignment.  This
      Agreement shall be binding on and inure to the benefit of the Parties and
      their respective successors and assigns.  Neither MMMS nor FT
      shall assign any of its rights or obligations hereunder to any person or
      entity without the prior written consent of the other Party, except that
      (i) either Party shall be permitted to assign its rights and
      obligations hereunder to any Affiliate of such Party without the consent
      of the other Party hereto, (ii) MMMS may, without FT’s consent,
      assign its rights and obligations hereunder to any person or entity that
      acquires all or substantially all of the assets or operations of MMMS at
      its Manistee Plant, and (iii) no assignment by any Party shall
      relieve such Party of any of its obligations hereunder.  If MMMS
      assigns its rights and obligations hereunder in accordance with subsection
      (ii) above to any entity that, directly or indirectly, produces,
      manufactures, designs, provides, solicits orders for, sells, distributes,
      or markets products or services for an FT Application, FT shall have the
      right to terminate this Agreement at any time within ninety (90) days of
      such assignment, upon notice to the assignee, whereupon neither Party nor
      such assignee will have any continuing obligations or liabilities
      hereunder, except those that may have accrued prior to such
      termination.

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
              18.6

            	
              Sale of the Manistee
      Plant.  MMMS may sell the Manistee Plant to any person or
      entity; provided that,
      prior to the effective date of such sale, MMMS will continue to perform
      all of its obligations under this Agreement.  Moreover, under
      such circumstances, even if FT orders Products in volumes in excess of the
      amounts described in Paragraph 3.2, MMMS will use commercially reasonable
      efforts to manufacture and deliver all Products ordered by
      FT.  Unless FT terminates this Agreement pursuant to Paragraph
      18.5, the purchaser of such plant will assume the obligations of MMMS
      hereunder.  MMMS shall provide notice to FT of any sale of the
      Manistee Plant in as far in advance as is commercially reasonable, under
      the circumstances, for MMMS to do so.  Nothing contained in this
      Paragraph 18.6, however, shall be construed as in any way requiring MMMS
      to in any way delay any sale of the Manistee
  Plant.

            


    

     

    
      	
              18.7

            	
              Independent
      Contractor.  MMMS is an independent contractor providing
      labor and services to FT and is not an employee, agent, partner, joint
      venture of FT or acting in any capacity other than as an independent
      contractor.  Neither MMMS nor its employees or agents shall have
      any claim against FT or any FT employee or agents for any benefit provided
      by FT to its employees including but not limiting to workers compensation,
      unemployment benefits and disability
benefits.

            


    

     

    
      	
              18.8

            	
              Headings.  The
      captions and headings used in this Agreement are for convenience of
      reference only and do not in any way limit or amplify the terms and
      provisions herein.

            


    

     

    
      	
              18.9

            	
              Dispute
      Resolution

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Parties shall attempt to settle any disputes, controversies, or claims
      arising out of this Agreement through consultation and negotiation in good
      faith and in a spirit of mutual cooperation.  If either Party
      believes that an issue requiring resolution has arisen, that Party shall
      notify the other Party as expeditiously as possible under the
      circumstances involved.  The other Party may request a written
      summary of the issue requiring resolution.  The Parties agree to
      arrange a meeting within ten (10) days to discuss the issues
      raised.  Within ten (10) days after that meeting, the other
      Party shall respond to the issue in writing with a proposed resolution of
      the problem.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      those attempts at resolution fail to resolve the issue, then the dispute,
      controversy, or claim shall be submitted first to a mutually acceptable
      neutral adviser for mediation.  Neither Party may unreasonably
      withhold acceptance of such a neutral
advisor.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      selection of the neutral advisor shall be made within forty-five (45) days
      after written notice by one Party demanding mediation, and the mediation
      must be held within one hundred eighty (180) days after the initial demand
      for it.  By mutual agreement, however, the parties may postpone
      mediation until they have completed some specified but limited discovery
      about the dispute, controversy, or claim.  The cost of mediation
      shall be shared equally between the
Parties.

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              Any
      dispute, controversy, or claim that the Parties cannot resolve by mutual
      agreement or mediation within one hundred eighty (180) days after the
      initial demand for mediation may then be submitted for litigation;
      provided, however, any dispute, controversy, or claim shall be submitted
      exclusively to a federal court in the State of Illinois having
      jurisdiction for resolution.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      use of the negotiation and/or mediation provisions of the preceding
      paragraphs shall not be construed (under such doctrines as laches, waiver,
      or estoppel) to have affected adversely any Party’s ability to pursue its
      legal remedies, and nothing in this Paragraph 18.9 shall prevent any Party
      from resorting to judicial proceedings if (1) good faith efforts to
      resolve a dispute under these procedures have been unsuccessful or
      (2) interim resort to a court is necessary to
  prevent

            


    

    
      	
               
      

            	
              serious
      and irreparable injury to any Party or to others; provided any such
      litigation is brought in the exclusive forum specified in Paragraph 18.9©
      above.

            


    

    


    
      	
              18.10

            	
              Waiver of
      Jury Trial.  Each of the
      Parties irrevocably waives any right to a jury trial with respect to any
      matter arising out of or in connection with this
      Agreement.

            


    

     

    
      	
              18.11

            	
              Severability.  If
      any provision of this Agreement is for any reason held to be invalid,
      illegal or unenforceable, such judgment shall not affect, or impair or
      invalidate the remainder of the Agreement but shall be limited in its
      operation to the specific provision directly involved in the controversy
      and, in all other respects, this Agreement shall continue in full force
      and effect.

            


    

     

    
      	
              18.12

            	
              Amendments and
      Waivers.  This Agreement may be amended, or any provision
      hereof waived, only by written agreement signed by both MMMS and
      FT.  One or more waivers of any breach of any provision or
      obligation under this Agreement by either party shall not be construed as
      a waiver of any subsequent breach.

            


    

     

    
      	
              18.13

            	
              Execution in
      Counterparts.  This Agreement may be executed in one or
      more counterparts by FT and MMMS, each of which when executed and
      delivered shall be an original, but all of which together constitutes one
      and the same document.

            


    

     

    
      	
              18.14

            	
              Schedule and
      Exhibits.  All schedules and exhibits attached hereto and
      listed below are incorporated herein and are a part of this
      Agreement:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Exhibit
      A

            	
              Insurance

            


    

    


    [signature
page follows]


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, FT and MMMS have caused this Agreement to be executed by their
duly authorized representatives.

     

    
      
        
          	
                  FUEL
      TECH, INC.

                	 
      	
                  MARTIN
      MARIETTA MAGNESIA

                  SPECIALTIES,
      LLC

                
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/ John Norris

                	 
      	
                  By:

                	
                  /s/ John R. Harman

                
	 
      	
                   
      John Norris

                	 
      	 
      	
                  John
      R. Harman

                
	
                  Title:
      President & CEO

                	 
      	 
      	
                  Title:
      President

                


        

      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    INSURANCE

    


    MMMS
shall maintain at a minimum the following insurance coverage during the term of
this Agreement:

    


    
      	
               
      

            	
              1.

            	
              WORKER'S
      COMPENSATION INSURANCE OR SELF
INSURANCE

            


    

    


    Compliance
with all applicable labor codes, acts, laws, or statutes, in the jurisdictions,
where MMMS operates, including a waiver of subrogation in favor of FT, where
permitted by law.  Where subrogation is prohibited by MMMS's insurer,
MMMS must so inform FT in writing no later than ten (10) days after execution of
this Agreement.

    


    
      	
               
      

            	
              2.

            	
              EMPLOYER'S
      LIABILITY INSURANCE

            


    

    


    Limits
for injury or death per accident of no less than $1,000,000 each injury,
$1,000,000 each employee for occupational disease and $1,000,000 policy limit
for occupational disease, including a waiver of subrogation in favor of FT,
where permitted by law.

    


    
      	
               
      

            	
              3.

            	
              COMMERCIAL
      GENERAL LIABILITY INSURANCE

            


    

    


    Insurance
covering bodily injury, property damage, and personal injury on a coverage form
at least as broad as the most recent edition of the Commercial General Liability
Coverage Form (CG0001) as published by the Insurance Services Office, Inc.
covering losses that occur during the policy period regardless of when the claim
is made at limits not less than:

    


    
      
        
          
            
              
                
                  
                    	$	2,000,000	 	
                            Each
      Occurrence Limit

                          
	$	2,000,000	 	
                            General
      Aggregate Limit (Per Project)

                          
	$	2,000,000	 	
                            Products/Completed
      Operations Aggregate Limit

                          
	$	2,000,000	 	
                            Personal
      and Advertising Injury Limit

                          
	$	50,000	 	
                            Fire
      Damage Liability (Any One Fire) *

                          
	$	5,000	 	
                            Medical
      Payments (Any One Person)

                          
	 	*	 	
                            This
      coverage could be provided under property
  insurance

                          


                  

                

              

            

          

        

      

    

    


    
      	
               
      

            	
              (a)

            	
              This
      policy must name FT, and such other entities or persons as FT may
      designate, as an Additional
Insured.

            


    

    


    
      	
               
      

            	
              (b)

            	
              This
      policy shall be primary insurance to any other insurance that may be
      available to FT.  Any other insurance available to FT shall be
      non-contributing with and excess to this
  insurance.

            


    

    


    
      	
               
      

            	
              (c)

            	
              This
      policy shall provide a General Aggregate Limit that applies per project by
      use of an endorsement form at least as broad as the most recent edition of
      Amendment of Aggregate Limits - Per Project (CG2503) as published by the
      Insurance Services Office, Inc.

            


    

    


    
      	
               
      

            	
              4.

            	
              COMPREHENSIVE
      AUTOMOBILE LIABILITY
INSURANCE

            


    

    At least
$1,000,000 for each person and accident, bodily injury and property damage
combined.  Comprehensive Automobile Insurance shall include coverage
for Owned, Hired and Non-Owned automobiles.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              5.

            	
              UMBRELLA
      LIABILITY INSURANCE

            


    

    


    Umbrella
liability including Products/Completed Operations; Automobile Liability; and
Employer’s Liability, with limits not less than $10,000,000 for each occurrence,
excess of the primary insurance described in paragraphs 2, 3, and 4
above.

    


    
      	
               
      

            	
              6.

            	
              PROPERTY
      INSURANCE

            


    

    


    On a MMMS
manufacturing facility by MMMS manufacturing facility basis, property insurance
is required with limits equal to or greater than MMMS’s full price to FT for the
Products MMMS sells to FT each quarter on an aggregated quarterly
basis.

    


    
      	
               
      

            	
              7.

            	
              MISCELLANEOUS

            


    

    


    1.            FT
shall not by reason of its inclusion as an additional insured incur liability to
the MMMS’s insurance companies for payment of premium for such
insurance.

    


    2.           
These policies shall provide that such insurance shall not be canceled,
materially altered, or non-renewed without affording FT at least thirty (30)
days advance written notice.

    


    3.           
Evidence of coverage set forth herein shall provide FT thirty (30) days prior
written notice to cancellation, termination, alteration or material change to
such insurance.

    


    4.           
FT shall have the right to inspect or obtain a copy of the original policies of
insurance evidencing the coverage set forth herein.

    


    5.           
MMMS shall furnish to FT a certificate of insurance evidencing the required
insurance and showing FT and its designees, if any, as additional insured on the
general liability policy, and the waiver of subrogation endorsement on the
workers’ compensation policy before commencing performance of work
hereunder.  MMMS shall maintain the same during the term of this
Agreement.

    


    6.           
All required insurance documents shall be signed by an authorized representative
of the insurance company(ies) and shall be issued and submitted to the
following:  FT Corporation at the notification address stated in this
Agreement.

    


    7.           
All such insurance shall be written by insurance companies who maintain a
current A.M. Best rating of A-, VII or better.