Exhibit 10.2.22

DRY SCRUBBER ASH SERVICE AGREEMENT

THIS DRY SCRUBBER  ASH SERVICE  AGREEMENT  (Agreement)  is
made as of the 1st  day of February,  2003, by and between INDIANTOWN
COGENERATION,    LIMITED    PARTNERSHIP,    a   Delaware   limited   partnership
(Owner),  and  VFL  TECHNOLOGY  CORPORATION,  a  Pennsylvania
corporation  (Contractor,  and  Owner and  Contractor  each a
Party and collectively, the Parties).

RECITAL

WHEREAS,  Contractor  has  agreed to remove  and  transport  a portion of the
scrubber  ash  residue  produced  by  Owner  at  the   Owners   Indiantown
Cogeneration  Project  (the  Plant)  located  in  Indiantown,
Florida on the terms and conditions herein;

NOW,  THEREFORE,  in consideration of the mutual covenants  contained herein,
the Owner and the  Contractor,  intending to be legally  bound,  hereby agree as
follows:

ARTICLE 1
SCOPE OF CONTRACT

1.1     Purchase and Sale.

(a)   Owner   hereby   agrees  to   deliver   to
     Contractor  at the Plant site and pay  Contractor to remove a nominal 1,000
     tons of Dry Scrubber Ash (the DSA) produced at the Plant
     each week (such amount in effect may range between 950 tons and 1,150), and
     Contractor  hereby agrees to remove and  transport  such DSA from the Plant
     site, subject to the following:

1.     For the weeks that
include the holidays of Christmas, New Years Day, Thanksgiving, Memorial
Day and Labor Day, Contractor shall be required to remove and transport a
minimum of 500 tons of DSA from the Plant in each such week, so long together
with either the week prior or the week following such week, Contractor removes
and transports an aggregate of no fewer than 2,000 tons of DSA from the Plant;
and

     2.     In any week in which
there has occurred a scheduled outage, forced outage or a reduced dispatch of
the Plant by Florida Power & Light (Low Dispatch Period),
and during which week either Contractor is not allowed access to the Plant or
there is no DSA available at the Plant, then Owners obligation to deliver
and Contractors obligation to remove and transport DSA shall be reduced
proportionally for each day of the week that Contractor is unable as a result
thereof to remove and transport DSA from the Plant. For example, if such event
were to last for three days in a week, then Contractor would be obligated to

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remove and transport an amount of DSA calculated by  multiplying  1,000 times
the  quotient of four  divided by seven.  Notwithstanding  the  occurrence  of a
scheduled outage, forced outage or Low Dispatch Period, if Contractor has access
to the Plant and Owner makes DSA available to  Contractor,  Contractor  shall be
obligated to remove and transport such DSA.

     3.     For purposes of
determining compliance with requirements to remove weekly quantities of DSA, a
week shall mean each seven consecutive days from Sunday through
Saturday, inclusive.

(b)     Without  limiting Contractors obligations
set forth in Section 1.1(a),  Contractor agrees to remove and transport from the
Plant a minimum of 25,000 to 75,000  tons of DSA in each year during the term of
this Agreement,  as delivered by Owner pursuant to Section 1.1(a), and may, upon
securing the necessary  appropriate permits and approvals,  remove and transport
up to  100%  of the  DSA  produced  at the  Plant  annually,  on the  terms  and
conditions  set forth  herein;  provided  that nothing in this  Agreement
shall  obligate Owner to deliver DSA to Contractor if such delivery would result
in a default under any  agreement  existing at the date hereof to which Owner is
party.

(c)     Owner  shall  provide  Contractor  at least two
weeks prior notice of any scheduled outage of the Plant, including the scheduled
start date of the outage and the duration of the outage.

(d)     Owner shall provide Contractor notice within 24
hours of the Commencement of a forced outage or a Low Dispatch  Period,  in each
case where Owner  anticipates  that the Plant will not produce at least 950 tons
of DSA during any week and  Contractor  does not have  access to the Plant site.
Owner shall provide Contractor with notice of the termination of such event. The
Parties recognize that because of trucking logistics, it may not be possible for
Contractor  to resume its regular  removal  schedule  immediately  following the
termination of the event. In such a case,  Contractor shall have seven days from
the notice of termination to remove the proportion of DSA required to be removed
pursuant to Section 1.1(a)(2);  provided that Contractor shall make commercially
reasonable efforts to resume removal as soon as possible.

(e)     During the term of this Agreement, in the event
that Owner identifies or is offered an opportunity  whereby a third-party  buyer
offers to remove,  transport and process all or a portion of the DSA produced at
the Plant on terms  economically  or otherwise  more favorable to Owner than the
terms  described  herein,  Owner  shall  first  offer to  continue  or  commence
delivering such DSA to Contractor under the same terms and conditions so offered
or  identified.   Contractor  and  Owner  shall  meet  to  commence   good-faith
negotiations  for 30 days to come to an agreement on such terms and  conditions.
If, at the end of such thirty (30) days, Contractor has not agreed to such terms
and conditions,  then Owner may enter into such alternative arrangements and the
quantity delivered hereunder shall be reduced  accordingly.  If the reduction is
such that no DSA will be delivered hereunder, this Agreement shall terminate. In
the event that Owner  declines  any third party offer to take DSA as a result of
Contractors  exercise  of its  right of first  refusal  set  forth in this
paragraph,   Contractor   shall   be   obligated   to   remove   such  DSA  upon
such

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terms and  conditions.  The parties  acknowledge and agree that if Contractor
fails to so remove such DSA, Owner will suffer direct and  substantial  damages.
Therefore,  if  Contractor  exercises its right of first refusal as set forth in
this  Section  1.1(e) and fails to remove  any of the DSA it  becomes  obligated
thereby to remove,  Contractor  shall pay Owner as liquidated  damages $3.00 per
ton for the first 100 tons of such DSA Contractor fails to remove, $5.00 per ton
for the next  such 100 tons and  $6.00  for each  such ton in excess of 200 tons
that Contractor fails to remove.

(f)     During   the   term  of  this   Agreement,   if
Contractor  locates one or more  alternate  facilities  for the placement of DSA
that provides an opportunity to reduce the price of the DSA, including,  without
limitation,  on the basis of increased volume or quality constituents  (chemical
or  physical)  of the  DSA,  the  Contractor  shall  notify  Owner  of any  such
opportunity  and negotiate in good faith with the Owner to reduce the price paid
to Contractor to remove and transport the DSA.

(g)     Notwithstanding any provision of this Agreement
to the  contrary,  delivery of DSA  hereunder  shall be subject to  Owners
compliance  with all laws,  regulations  and permits  applicable to Owners
operations at the Plant.

1.2     Services  Provided.  The  DSA  shall  be
transported  from  the  Plant  to  Contractors  Facility  at  the  Orlando
Utilities  Commission  (OUC)  Stanton  Energy  Station
located  in  Orlando,   Florida,   or  other  mutually   agreed  upon  locations
(Contractors Facilities) for beneficial use in enclosed
high volume pneumatic tanker trucks or railroad  pressure  differential  cars or
other  mutually  agreed  upon   transportation   vehicles   (Designated
Transportation  Vehicles)  reasonably acceptable to Owner.  Contractor
shall, in each applicable  invoice  delivered by Contractor to Owner pursuant to
Section 3.1, indicate (through attached truck receipts or otherwise) the name of
the  facility  which  has  received  each  truck  load or rail  shipment  of DSA
delivered by Owner to Contractor.  Contractor shall furnish, at its own expense,
any and all Designated  Transportation  Vehicles necessary to transport the DSA.
Owner  shall  furnish  all  equipment  and  Contractor  shall  provide all labor
reasonably required to load the DSA into the Designated  Transportation Vehicles
in an expeditious  manner at the Plant.  Contractor  shall transport such DSA to
Contractors Facility or other mutually agreed location and utilize the DSA
at Contractors Facility or other mutually agreed location.  Contractor and
Owner shall each have the right,  at any time and from time to time,  to propose
alternative  methods  of  transportation  for DSA.  Owner and  Contractor  shall
mutually agree to any change in the prices set forth in Section 2.1 hereof under
such  alternative  method.  Any alternative  method of  transportation  shall be
subject to the consent of the  non-recommending  Party,  such  consent not to be
unreasonably withheld and subject to the agreement of the Parties with regard to
any  revisions to the price set forth in Section 2.1  resulting  from the use of
such alternative mode of transportation;
provided, however, that each partys consent to any change in
the prices set forth in Section 2.1 shall be at such partys sole
discretion. Any such change in method of transportation and price shall be set
forth in a written amendment to this Agreement.

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1.3     Other  Services.  No additional services
beyond those required  above shall be performed by Owner for  Contractor  unless
the parties shall,  in writing,  specifically  agree that such services shall be
performed.

1.4     Weighing and Reporting. To determine the
weight of the DSA removed from the Plant, each truck to be loaded with DSA shall
be weighed empty on a certified  scale upon arrival at  Owners  Facilities
and shall be weighed  again on the same scale  after the DSA has been  unloaded.
Scales on Owners  Facilities shall be inspected and certified for accuracy
quarterly.  In addition,  Contractor shall be entitled upon reasonable notice to
Owner to inspect the measurement data and the scale certification  documents and
conduct tests on the accuracy of the scale on Owners Facilities, or review
reports of any such tests conducted by Owner, in order to verify the accuracy of
Owners measurements.  If the weighing devices at the Owners Facility
are at any time found to be more than five percent  (5%) in error,  an equitable
adjustment in amounts  previously paid by Owner shall be made, with all positive
adjustments  to be paid by Owner at the time of the next payment due pursuant to
Section 3.1 and all negative  adjustments to be deducted by Owner from such next
payment or in the absence of definite  information  as to when such error began,
the  adjustment  will be made on the  basis of such  error  having  existed  for
one-half  the time  between the  discovery of the error and the most recent test
indicating  that  the  weighing  devices  were  accurate.  If the  scale  at the
Owners  Facility  fails to  operate,  the  weight  of DSA  taken  shall be
determined by the onboard scale systems that may be installed on the  Designated
Transportation  Vehicles by weighing the Designated  Transportation  Vehicles on
another  certified  scale. If such onboard scale systems have not been installed
on the  Designated  Transportation  Vehicles or another  certified  scale is not
available,  the  per-truck  weight  of the DSA  taken  shall be deemed to be the
average  per-truck  weight of DSA taken  during  the  previous  thirty  (30) day
period.  Owner shall make reasonable efforts to promptly repair the scale at the
Owners Facility.

1.5     Use of DSA. Contractor shall use the DSA
at  Contractors  Facilities  solely  as a sludge  stabilization  admixture
resulting from the mixture of DSA with flue gas desulfurization  sludge, in each
case as permitted by and in compliance with all applicable permits issued to OUC
and Contractors  Facilities,  copies of which have been provided to Owner,
and all other applicable laws, regulations and permits. Contractor shall not use
the DSA for any other purpose and shall not sell,  supply or transfer the DSA to
any  other  party or allow  any  other  party to use the DSA  without  the prior
written  consent of Owner,  which  consent  may be withheld by Owner in its sole
discretion.  In the event that any Contractor Facility can no longer accept DSA,
Contractor shall promptly notify Owner of such notice.  Contractor shall use its
commercially  reasonable  efforts  to  a) utilize  that  portion  of DSA at
another of  Contractors  Facilities or  b) for a period of six months
locate another  facility capable of utilizing that portion of DSA. If Contractor
is not able to use that portion of DSA by implementing  preceding  conditions a)
or b), this Agreement shall terminate after receipt by Owner of such notice with
respect to that portion of the DSA.

1.6     Reporting.  On or before  the  twentieth
(20th) day of each month,  Contractor  shall  provide  Owner a detailed  written
report  concerning  any  spills  of  DSA  during  transport  or at  Contractor's
Facility.  Notwithstanding  the foregoing,  Contractor shall immediately  notify
Owner of any  spills of DSA that  occur  during  transport,  and  shall  provide
Owner

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in a timely manner all information related thereto,
including remediation efforts, reasonably requested by Owner.

1.7     Consistency and Composition of DSA.

(a)     Contractor shall remove
and transport only DSA in the dry condition. Contractor can remove and transport
limited quantities of DSA conditioned with moisture material, however in such
event, separate pricing agreeable to both Parties would be developed on a case
by case basis.

(b)     The DSA shall have a
minimum of 7% available CaO (Calcium Oxide), which shall be established through
testing using ASTM 311-Standard Test Method for Sampling and Testing Fly
Ash or Natural Pozzolans for Use as a Mineral Admixture in Portland-Cement
Concrete.

(c)     In the event there is a
change in the chemical or physical properties of the DSA that would have a
material adverse effect on the processes performed in Contractors
Facilities referenced in Section 1.6 above (Non-Conforming DSA) and
Contractor has not identified any other location to which such Non-Conforming
DSA can be removed, Contractor may suspend taking deliveries of DSA until such
time as the chemical and physical properties of the DSA are such that the DSA
would no longer have such material adverse effect. Contractor shall have the
right to suspend taking deliveries of DSA only if, and only to the extent that,
it is unable to utilize DSA at other Contractors Facilities or other
mutually agreed location because of changes in the chemical or physical
properties of the DSA. If deliveries of DSA are suspended pursuant to this
Section 1.7 and not resumed within one hundred and twenty-two (122) days, either
party may terminate this Agreement for that portion of Non-Conforming DSA by
providing written notice to the other party. Nothing in this Section 1.7 shall
require Owner to represent or warrant the chemical or physical properties of the
DSA or require Owner to produce DSA that has certain chemical or physical
properties.

1.8     Access.  Owner shall provide  Contractor
and its  subcontractors  with reasonable access to the Plant for the performance
of Contractor's  services under this Agreement.  Contractor  shall be allowed to
remove and transport DSA on any day between 6 a.m. and 6 p.m.,  unless otherwise
agreed to by Owner at its sole discretion. If during the term of this Agreement,
difficulties arise in scheduling Contractor's access to the Plant or the loading
area,  the  Parties  agree  to meet to  discuss  arrangements  for  coordinating
schedules.

1.9     Owner  Equipment Damaged in Loading.  At
Owners election,  Contractor shall repair or replace, at Contractors
expense,  any Owner equipment damaged primarily as a result of Contractors
loading  or  removal  of DSA on site.  If Owner  elects to make such  repairs or
replacements,  then  Contractor  shall either  reimburse  Owner for its costs or
Owner  shall  recover its costs for such  repair or  replacement  as provided in
Section  3.1.  Owner  shall  grant  Contractor  access to  visually  inspect all
Owners  equipment  to be used in loading  and removal of the DSA and agree
with  Owner a  baseline  condition  from  which  damages  will be  assessed.  If
Contractor  fails to inspect such equipment within 30 days from the commencement
of this  Agreement,  Contractor  will be  deemed  to have  waived  its  right to

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establish  a baseline  condition  for such  equipment.  Contractor  may  inspect
equipment  to  reestablish  a baseline  condition  annually for the term of this
contract.  Owner agrees to make repairs to loading  equipment as  identified  in
Schedule  2 to the  extent  not made as of the  date of this  Agreement.

1.10     Spills caused by Contractor. Contractor
will have the option to either  clean up at its own expense or  reimburse  Owner
for the  lesser  of  actual  costs or  $1,000.00,  for  clean  up of DSA  spills
resulting from Contractor error in loading.  Contractor shall not be responsible
for spills  resulting  from the  failure of  Owners  equipment  to perform
properly,  provided that  Contractor  or persons  acting on behalf of Contractor
have operated such equipment properly.

ARTICLE 2

CONTRACT PRICE, DURATION OF CONTRACT AND OTHER TERMS

2.1     Price.

(a)     Owner  shall  pay to  Contractor  for  loading,
transporting  and  disposal of DSA $21.85 per ton, as adjusted  pursuant to this
paragraph, F.O.B. the point of delivery to Contractor at the Plant. For purposes
of this Agreement, a ton shall be 2000 pounds.

It is agreed  that the selling  price for these  services  provided  pursuant to
Section 1.2 will be adjusted on a  quarterly  basis from the  execution  date of
this Agreement, utilizing the Producer Price Index, SIC Group, Division E, Major
Group 42,  Industry  Group  4213,  Trucking,  except  Local,  as provided by the
Department of Labor, Bureau of Labor Statistics (PPI). 

The initial  adjustment  shall take place on May 1, 2003 and shall be  effective
for the following three months.  The adjustment shall be based on the cumulative
percentage  change in the PPI over the three months  ending March 31, 2003.  The
adjusted price for the initial adjustment shall be the product that results from
dividing  the index as at March 31,  2003 by the index as at  December  31, 2002
multiplied by the selling price of $21.85. Subsequent quarterly adjustments will
be based on the cumulative  percentage  change in the index for the three months
ending on the last day of the  month  preceding  the month in which the  quarter
ends. The adjusted price for such  subsequent  adjustments  shall be the product
that results from  dividing the index as at the last day of the month  preceding
the   month  in  which  the   current   quarter   ends   (the   Current
Index)  by the index as at the end of the  fourth  month  prior to the
month in which the current  quarter  ends (the  Prior  Index)
multiplied  by the selling  price of $21.85.  By  illustration,  for the quarter
ending April 30, for an  adjustment  that is to take place on May 1 in any year,
the  Current  Index would be the index as at March 31 of such year and the Prior
Index would be the index as at  December  31 of the prior  year.  This new price
would be in  effect  for the  quarter  between  May 1 and July 31.  The  Parties
acknowledge  that the index figures used as specified herein may be preliminary,
and  agree  that  such  preliminary  figures  may be used as the basis for price
adjustments under this Section 2.1 with no further adjustment.

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This  method for adjusting the selling price  annually will continue  through
the balance of the contract.

2.2     Term.  This Agreement shall be effective
("Effective Date") from the later of (i) the date of this Agreement set forth in
the  preamble  hereto;  and (ii) the date on which  Owner's  lenders  and to the
extent  required by such  lenders,  an  independent  engineer,  consent to Owner
entering  into  this  Agreement,  such  consent  to be  obtained  no later  than
forty-five  (45) days from the  execution of this  Agreement;  provided  that if
within such 45-day period, such lenders or independent  engineer have not either
consented  or denied such  consent,  then such  consent  shall be deemed  given.
Following the Effective  Date,  this  Agreement  shall remain in effect  through
January 31, 2007. This Agreement may be renewed for an additional two years with
the mutual agreement of the parties.

ARTICLE 3
TERMS OF PAYMENT

3.1     Invoices.  On or  before  the  twentieth
(20th) day of each month,  Contractor shall deliver to Owner an itemized monthly
invoice   setting   forth  the  volumes  of  DSA  loaded  into  the   Designated
Transportation  Vehicles  during the previous  month  including  the weigh slips
evidencing the weighing performed under Section 1.5 above, the amount payable in
respect thereof to Owner, the amount of  transportation  costs to be adjusted by
Owner pursuant to Section 2.1 hereof and the net amount payable by Owner for the
previous month,  together with copies of all invoices for  transportation  costs
for the previous month.  Owner shall remit the full amount due on the invoice to
the address listed on that invoice within 30 days of the receipt of the invoice.
Contract shall net against the invoice any amounts associated with Owner's costs
to repair or replace  damaged  equipment  pursuant to Section  1.10 or penalties
owed to Contractor  pursuant to this  Agreement.  In the event that such invoice
does not reflect the  netting of such costs or  penalties,  Owner shall have the
right to offset such amounts against the invoiced amount.

3.2     Interest.  Any  amount  owed  to  either
party  hereunder  beyond the date such  amount is due and payable  shall  accrue
interest  each day from the date such amount is due until the date the amount is
paid at a rate per annum equal to the "prime rate" for Citibank  N.A.  published
in The Wall Street Journal, plus one percent.

3.3     Disputes.  If Contractor or Owner wishes
to dispute  all or any portion of any current  month's  report or invoice,  such
party shall so notify the other party within 15 days of receipt of the report or
invoice,  stating the reasons for the  objection.  Contractor  or Owner shall be
entitled to  withhold  payment of any  amounts in  dispute.  The  parties  shall
immediately  make every effort to settle the  disputed  portion of the report or
invoice.

ARTICLE 4OWNERSHIP OF DSA

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4.1     Title to
DSA. Title to and risk of loss of the DSA, and
risk of damage or injury to third parties or the environment, shall transfer
from Owner to Contractor upon completion of loading the DSA into the Designated
Transportation Vehicles. Contractor shall pay and otherwise be responsible for
all costs and expenses relating to or arising out of the use, handling, storage,
disposal and transportation of DSA after passage of title and risk of loss.

ARTICLE 5WARRANTIES

5.1     Owner's   Warranties.   Owner  hereby
represents and warrants as follows:

(a)     Owner  is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Delaware.

(b)      The execution, delivery
and performance of this Agreement by Owner have been and are duly authorized by
all requisite partnership action and do not require the consent or approval of
any governmental body or regulatory authority or other entity, and are not in
contravention of or in conflict with any applicable law or regulation or any
term or provision of its partnership agreement.

(c)     This Agreement is the
valid, binding and legally enforceable obligation of Owner enforceable against
Owner in accordance with its terms, subject to bankruptcy, reorganization,
insolvency or other similar law affecting the enforcement of creditors
rights generally and to the general principles of equity (regardless of whether
considered at a proceeding in equity or at law).

(d)     Owner is not a party to
or subject to any contract, agreement, or any other restriction of any kind, and
does not know of any contract, agreement or any other restriction of any kind
applicable to it which has not been waived, which would prevent the consummation
and performance of the understanding and obligations, respectively, contemplated
by this Agreement, nor would any of the execution, delivery, consummation
or performance of this Agreement conflict with, result in a breach of, or cause
a default under any such contract, agreement or other restriction.

(e)     No representation or
warranty by Owner in this Agreement contains any untrue statements of a material
fact, or omits to state any material fact necessary to make the statements of
fact contained herein not misleading.

(f)     Owner has not been
identified in any litigation, administrative proceeding or investigation as a
responsible party under any Laws or orders with respect to the discharge,
release or removal of Hazardous Substances. Hazardous
Substance means any of the following: (a) petroleum including crude oil
or any fraction thereof; (b) a hazardous substance as defined by the
Comprehensive Environmental Response, Compensation, and Liability Act, as
amended, from time to time, and the regulations promulgated thereunder;
(c) any hazardous waste as defined by the Resource Conservation and
Recovery Act of 1976, as amended from time to time, and the

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regulations  promulgated thereunder; (d) any substance the use or presence of
which is  prohibited  by any  federal,  state or local law,  rule  ordinance  or
regulations  similar  to those set forth in this  definition;  and (e) any other
substance which by federal, state or local law, rule, ordinance or regulation or
by  order  or  decree  of any  court  or  other  governmental  authority  having
jurisdiction requires special handling in its collection,  storage, treatment or
disposal.  Hazardous  Substance  shall be construed  to have the  broader,  more
encompassing  definition  where  there  exists  a  conflict  in the  definitions
employed by two or more  governmental  agencies having concurrent or overlapping
jurisdiction     over    waste    generated    by    Contractor    or    others.
Laws  means all  applicable  laws,  regulations,  ordinances,
codes, permits, licenses and other governmental requirements.

5.2     Contractor's  Warranties.  Contractor
hereby represents and warrants as follows:

(a)     Contractor  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the  Commonwealth  of
Pennsylvania.

(b)     Contractors   execution,   delivery   and
performance of this Agreement have been and are duly authorized by all requisite
corporate  action and do not require the consent or approval of any governmental
body or regulatory authority or other entity, and are not in contravention of or
in conflict  with any  applicable  law or regulation or any term or provision of
its charter or bylaws.

(c)     This   Agreement  is  the  valid,  binding  and
legally enforceable  obligation of Contractor  enforceable against Contractor in
accordance with its terms, subject to bankruptcy, reorganization,  insolvency or
other similar law affecting the enforcement of creditors  rights generally
and to the general principles of equity.

(d)     There  is no  action,  suit,  investigation  or
proceeding  pending or, to the  knowledge  of  Contractor,  threatened,  against
Contractor  before any court,  arbitrator or administrative or governmental body
that could interfere with its performance hereunder.

(e)     Contractor  is not a party to or subject to any
contract,  agreement, or any other restriction of any kind, and does not know of
any contract,  agreement or any other  restriction of any kind applicable to it,
which would prevent the  consummation and performance of the  understanding  and
obligations, respectively,  contemplated by this Agreement, nor would any of the
execution,  delivery,  consummation  or performance  of this Agreement  conflict
with,  result  in a breach  of,  or cause a  default  under  any such  contract,
agreement or other restriction.

(f)     Contractor  has  not  been  identified  in  any
litigation,  administrative  proceeding or investigation as a responsible  party
under any Laws or orders with  respect to the  discharge,  release or removal of
Hazardous Substances.

(g)     No  representation or warranty by Contractor in
this  Agreement  contains any untrue  statement of a material  fact, or omits to
state any material  fact  necessary  to make the  statements  of fact  contained
herein not misleading.

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(h)     Contractor has obtained
all permits, approvals and authorizations required for Contractor to fulfill its
obligations under this Agreement and all such permits, approvals and
authorizations are in full force and effect.

ARTICLE 6INDEMNITY

6.1     Indemnification of
Owner.  Contractor shall indemnify,  defend and hold Owner and its partners,
officers, employees, agents, contractors,  lenders and assigns harmless from and
against  any and  all  expenses  (including  reasonable  attorneys  fees),
losses,  claims or liabilities  (including  fines,  penalties or other liability
imposed by a  governmental  agency)  suffered by Owner for injury to or death of
any person, for damage to or destruction of (including  environmental pollution)
any  property,  and for  violation of any federal,  state or local law,  rule or
ordinance (including laws respecting  protection of the environment) which is in
any manner  connected  with or arises out of  Contractors  transportation,
unloading, use, storage or disposal of the DSA. This provision shall survive the
termination of this Agreement.

6.2     Indemnification   of  Contractor.  Owner
shall  indemnify,  defend and hold Contractor and its  shareholders,  directors,
officers and employees harmless from and against any and all expenses (including
reasonable  attorneys  fees),  losses,  claims or liabilities  suffered by
Contractor as a result of, caused by,  arising out of, or in any way relating to
any misrepresentation, breach of warranty, or nonfulfillment of any agreement or
covenant on the part of Owner under this Agreement. This provision shall survive
the termination of this Agreement.

6.3     Demands.    Each    indemnified    party
hereunder  agrees that  promptly  upon its  discovery  of facts giving rise to a
claim for indemnity under the provisions of this Agreement, including receipt by
it of notice of any demand, assertion, claim, action or proceeding,  judicial or
otherwise,  by any third  party (such third  party  actions  being  collectively
referred to herein as the  "Claim"),  with  respect to any matter as to which it
claims to be entitled to indemnity  under the  provisions  of this  Agreement it
will give prompt notice thereof in writing to the indemnifying  party,  together
with a statement of such information respecting any of the foregoing as it shall
have. Such notice shall include a formal demand for  indemnification  under this
Agreement.  The  indemnifying  party shall not be  obligated  to  indemnify  the
indemnified  party with respect to any claim if the indemnified  party knowingly
failed to notify the  indemnifying  party or its counsel to defend  against such
matter and to make a timely response thereto including,  without limitation, any
responsive  motion or answer to a  complaint,  petition,  notice or other legal,
equitable or administrative  process relating to the Claim, only insofar as such
knowing  failure to notify  the  indemnifying  party has  actually  resulted  in
prejudice or damage to the indemnifying party.

6.4     Right to Contest
and Defend. The indemnifying party shall be entitled at its cost and expense
to contest and defend by all appropriate legal proceedings any Claim with
respect to which it is called upon to indemnify the indemnified party under the
provisions

10

of this Agreement; provided that notice of the intention so to
contest shall be delivered by the indemnifying party to the indemnified party
within 20 days from the date of receipt by the indemnifying party of notice by
the indemnified party of the assertion of the Claim. Any such contest may be
conducted in the name and on behalf of the indemnifying party or the indemnified
party as appropriate. Such contest shall be conducted by reputable counsel
employed by the indemnifying party and reasonably satisfactory to the
indemnified party, but the indemnified party shall have the right but not the
obligation to participate in such proceedings and to be represented by counsel
of its own choosing at its sole cost and expense. The indemnifying party shall
have full authority to determine all action to be taken with respect thereto;
provided, however, that the indemnifying party will not have the authority to
subject the indemnified party to any obligation whatsoever, other than the
performance of purely ministerial tasks or obligations not involving material
expense. If the indemnifying party does not elect to contest any such Claim, the
indemnifying party shall be bound by the result obtained with respect thereto by
the indemnified party. At any time after the commencement of the defense of any
Claim, the indemnifying party may request the indemnified party to agree in
writing to the abandonment of such contest or the payment or compromise by the
indemnified party of the asserted Claim, whereupon such action shall be taken
unless the indemnified party determines that the contest should be continued,
and so notifies the indemnifying party in writing within 15 days of such request
from the indemnifying party. If the indemnified party determines that the
contest should be continued, the indemnifying party shall be liable hereunder
only to the extent of the amount that the other party to the contested Claim had
agreed unconditionally to accept in payment or compromise as of the time the
indemnifying party made its request to the indemnified party.

6.5     Cooperation.   If   requested   by   the
indemnifying   party,  the  indemnified  party  agrees  to  cooperate  with  the
indemnifying party and its counsel in contesting any Claim that the indemnifying
party elects to contest or, if appropriate,  in making any counterclaim  against
the persons asserting the Claim, or any cross-complaint  against any person, and
the  indemnifying  party will  reimburse the  indemnified  party for any expense
incurred  by it in so  cooperating.  At no cost or  expense  to the  indemnified
party, the indemnifying party shall cooperate with the indemnified party and its
counsel in contesting any Claim.

6.6     Right  to  Participate.  The indemnified
party agrees to afford the indemnifying party and its counsel the opportunity to
be present at, and to participate in,  conferences  with all persons,  including
governmental  authorities,  asserting any Claim against the indemnified party or
conference with representatives of or counsel for such persons.

6.7     Payment of
Damages. The indemnifying party shall pay to the indemnified party in
immediately available funds any amounts to which the indemnified party may
become entitled by reason of the provisions of this Article 6, such payment to
be made within five days after any such amounts are finally determined either by
mutual agreement of the parties hereto or pursuant to the final unappealable
judgment of a court of competent jurisdiction.

6.8     Survival.  This Article 6 shall  survive
the termination of this Agreement.

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ARTICLE 7
OWNER'S RESPONSIBILITIES

7.1     Records. Owner shall keep records of the
amounts  of DSA  delivered  to  Contractor  (as  recorded  on the weigh  tickets
provided by  Contractor  hereunder)  and shall make these  records  available to
Contractor upon reasonable request during normal business hours.

7.2     DSA Profile.
The information on Schedule 1 describes the expected chemical and physical
properties of the DSA (the DSA Profile). This data
will generally represent the DSA then being generated by the Owner at the Plant;
however, under no circumstances does Owner represent or warrant that any
DSA Profile describes the characteristics of any particular DSA purchased by
Contractor from the Plant except that it is not hazardous as defined
in Article 5 hereof. Owner reserves the right from time to time to change its
operating process at the Plant and thereby modify the chemical and other
characteristics of the DSA. In the event of a change in fuel source, Owner will
notify Contractor and provide a revised DSA Profile as soon as possible.

7.3     Tests by
Contractors Experts. Upon Contractors request, Owner shall make
available samples of DSA for chemical analysis. Owner does not
warrant that any DSA sample will be representative of any DSA purchased by
Contractor because DSA, by its nature as a by-product, fluctuates as to its
chemical constituents. Any detailed chemical analyses required to characterize
the DSA provided to Contractor shall be the responsibility of Contractor and
shall be performed at Contractors expense. The results of such analyses
shall be made available to Owner upon receipt.

ARTICLE 8CONTRACTOR'S RESPONSIBILITIES

8.1     Records.    Contractor   shall   keep
detailed  records  concerning  the  DSA  used  in  Contractor's  operations  and
concerning the product  resulting from  Contractor's  operations for a period of
two years after  termination or expiration of this Agreement.  Contractor  shall
make these  records  available to Owner upon  reasonable  request  during normal
business  hours.  This Section 8.1 shall not require  Contractor  to perform any
testing in addition to the testing required by Section 8.5 of this Agreement, by
Laws or that  Contractor  would  otherwise  perform  in the  ordinary  course of
business.

8.2     Deportment at Plant Sites.

(a)     Contractor, its
employees and any other of its agents or subcontractors who are granted access
to the Plant site shall attend a scheduled showing by Owner of a safety
orientation video for the Plant. Owner and Contractor shall schedule agreed
times for the video to be shown. Contractor, its employees and any other of its
agents or subcontractors shall strictly comply with all work and safety rules
and security requirements established by Owner while at the Plant or depicted in
the safety video. Contractor shall be responsible to Owner for the acts and
omissions of its employees, agents, subcontractors and other

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persons present at the Plant.  Contractor shall, at its own expense,  provide
all safety equipment  reasonably necessary to perform its obligations under this
Agreement.  Contractor  shall instruct such persons to discharge their duties in
such a  manner  and at such  times  so as to not  interfere  with  or  interrupt
Owners operations. Contractor shall, upon Owners reasonable request,
discharge from any duties in connection with the Plant  incompetent,  dishonest,
or uncooperative employee, subcontractor or agent.

(b)     Owner shall provide
written notice to Contractor of any violation of work or safety rules or
security requirements by Contractor or any of Contractors subcontractors,
employees or agents. Commencing with the third such notice of violation and for
each subsequent violation in any calendar year, Owner shall deduct $1,000.00
from any amounts remaining to be paid to Contractor hereunder and Contractor
shall forfeit all rights to collect such amounts.

8.3     Acknowledgement   of  Risk.   Contractor
acknowledges  that  the  Plant  is a site  of  heavy  industrial  activity,  and
Contractor  knowingly and  voluntarily  assumes all risk of injury and damage to
Contractor,   the  Designated   Transportation  Vehicles  and  Contractors
property,  employees,  subcontracts  and other  persons  present at the Plant on
behalf of Contractor, caused by such activity. Contractor agrees to advise fully
all persons of the risks  associated  with the Plant;  including risks involving
hazardous  substances  where  applicable,  and of all  necessary  environmental,
safety and health procedures required by applicable municipal,  state or federal
law, regulation, order, or ordinance, or as required by Owner.

8.4     Compliance with
Laws and Permits. Contractor shall at all times comply with all Laws in the
performance of its obligations hereunder. Contractor hereby covenants and
warrants that it shall obtain, at its own expense, all federal, state and local
licenses, approvals and permits of governmental authorities required for the
performance of its obligations hereunder, and shall keep the same in effect
throughout the term of this Agreement.

8.5     Testing.  On or before the tenth  (10th)
day of each month during the term of this Agreement, Contractor shall deliver to
Owner test results of an analysis of the sludge  stabilization  admixture  being
produced in Contractor's  Facility using the DSA.  Contractor shall also deliver
to  Owner  a copy of all  test  results  submitted  to any  governmental  agency
concerning  the  admixture  at the same time such  results are  submitted to the
governmental  agency.  All costs  associated  with sampling and testing shall be
borne by the  Contractor.  If any test results  indicate  that the product being
produced by  Contractor's  Facility  does not comply with the  requirements  set
forth in the applicable permit described in Section 1.6 hereof or any applicable
Law, Owner, in its sole  discretion,  may immediately  suspend all deliveries of
DSA to Contractor  for such  Contractor's  Facility and terminate this Agreement
with respect to such Contractor's Facility.

8.6     Unexcused Failure
to Take DSA. Unless otherwise specifically excused under the terms of this
Agreement, at any time that Contractor does not remove from the Plant the
minimum of 950 tons of DSA per week, Contractor shall pay to Owner as liquidated

13

damages a per ton charge for each ton of DSA under the 950 ton weekly minimum
that Owner makes available for loading, transport and disposal or utilization by
Contractor and which Contractor fails to load, transport and dispose of or
utilize as follows:

(a)     If  Contractor removes between 850 tons and 949
tons of DSA, $3.00 per ton for each ton below 950 tons that  Contractor does not
remove;

(b)     If  Contractor removes between 750 tons and 849
tons of DSA, $5.00 per ton for each ton below 850 tons that  Contractor does not
remove;

(c)     If  Contractor  removes  less  than 750 tons of
DSA,  $6.00  per ton for  each  ton  below  750 tons  that  Contractor  does not
remove.

ARTICLE 9
INSURANCE

Contractor shall, at its
own expense, maintain in effect at all times during the performance of the work
insurance coverages with limits not less than those set forth below and with
insurers and under forms of policies satisfactory to Owner.

(a)     Worker's  Compensation Insurance with limits as
specified by the laws of the state in which the work is to be performed.

(b)     Employer's   Liability   Insurance   with   the
following minimum limits

- $ 100,000 each accident
- $ 100,000 disease per employee
- $ 500,000 bodily injury by disease policy limit

Contractor's    Employer's   Liability   Insurance   policy   shall   include
USL&H/Jones  Act  Coverage,  if  applicable  (in  the  case  of  work  on  a
waterway).

(c)     Commercial General Liability Insurance covering
all  operations  required to complete  the work,  including  coverage for bodily
injury and property damage, with the following minimum limits of liability:

- $1,000,000 per occurrence Bodily Injury & Property Damage
- $1,000,000 aggregate Products/Completed Operations
- $2,000,000 general aggregate ( per project basis)
- $1,000,000 per occurrence Personal Injury Liability

Contractor's General Liability Insurance policy shall include the following:

14

- Contractual Liability Coverage (primary coverage)
- Independent Contractor's Coverage
- Broad Form Property Damage Coverage ( primary coverage )

Contractors  General Liability  Insurance shall not include exclusions for
explosion, collapse, or underground exposures.

The property damage provision of Contractors
General Liability Insurance policy shall be endorsed to waive all rights of
subrogation against Owner and its affiliates.

Contractors  General  Liability  Insurance  shall  apply to the  indemnity
provisions  delineated  above,  and shall  include  Owner and its  officers  and
employees,  each as  additional  insureds  but only as regards  their  liability
arising out of  Contractors  performance  of the work or out of operations
performed  by others on behalf of  Contractor  in relation  to the work.  Naming
parties  as  additional  insureds  shall  not  expand  or  alter  the  scope  of
indemnification provided by Contractor to Owner hereunder.

(d)     Business Automobile
Liability Insurance for bodily injury and property damage covering the operation
of all vehicles used in connection with the performance of the work. The minimum
limits of liability shall be:

- $1,000,000  per person and $  1,000,000  per  occurrence  for bodily  injury
$1,000,000 per occurrence for property damage

Contractors Business Automobile Liability Insurance coverage shall extend
to all owned, leased, rented or borrowed automobiles. Coverage shall also extend
to include all mandatory state and federal regulations with respect to
uninsured/underinsured motorists coverage, ICC, PUC filings and financial
responsibility requirements.

(e)     Umbrella/Excess   Liability   Insurance  on  an
occurrence  basis,  which shall afford  coverage of not less than $5,000,000 per
occurrence and in the aggregate.

Contractor shall likewise require its subcontractors,  if any, to carry at least
the minimum insurance  described in this section,  unless otherwise  approved by
Owner.

Before any of the work is started  under  this  Agreement,  and 30 days prior to
each renewal of each policy,  Contractor  shall file with Owner  certificates of
insurance  containing  the  following  information  in respect to all  insurance
carried:

1. Name  of insurance  company,  policy  number and
expiration date.
2. Limits of insurance.
3. A  statement  indicating  that  Owner  will  receive  at least  thirty  (30)
days notice of the cancellation of any of the policies or any modification
in the insurance that may effect Owners interest.

15
4. Provisions  of  insurance   (specifically  the  aforementioned:   additional
insureds,  waiver of subrogation,  and primary  coverage for  liability/property
insurance).

All  insurance  required to be  maintained  hereunder  shall be with insurers of
recognized  responsibility  having the legal  authority  to enter into valid and
enforceable  contracts of insurance as insurers of the risks covered  therein in
the state in which the work is performed.

Environmental  Impairment  Liability  Insurance  as required by law or as deemed
appropriate when available on a commercially reasonable basis. Contractors
Liability and Property insurance shall be primary coverages.

ARTICLE 10

TERMINATION

10.1     Termination by Owner. This Agreement
may be  terminated by Owner by written  notice to Contractor  following the cure
periods, if any, set forth below:

1. In accordance with Section 1.7(c) hereof;
2. In accordance with Section 8.5 hereof;
3. If Contractor fails to comply in any respect with the covenants set forth in
Sections 1.6 and 8.5 hereof;
4. If Contractor fails to comply with any other material  obligation under this
Agreement   and  such  failure  is  not  cured   within   thirty  (30)  days  of
Contractors  receipt  of a  written  notice  from  Owner  concerning  such
failure;
5. Upon the revocation,
abrogation or termination by any party of the contracts pursuant to which Owner
sells electric power or steam generated by the Plant;
6. If the DSA is designated as a Hazardous Substance under any applicable Law;
7. If Contractor, pursuant
to or within the meaning of Title 11 of the United States Code or any similar
federal or state law for the relief of debtors (Bankruptcy
Law), (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the
appointment of a receiver, trustee, assignee, liquidator or similar person under
the Bankruptcy Law (Custodian) of Contractor or all or
substantially all of its property, (iv) becomes insolvent, or (v) makes a
general assignment for the benefit of creditors;
8. If a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that remains
unstayed for 90 days providing for (i) relief against Contractor in an
involuntary case, (ii) appoints a Custodian of Contractor for all or
substantially all of its property, or (iii) orders the dissolution or
liquidation of Contractor; or

16
9. If an event of Force
Majeure preventing performance by Contractor occurs and continues uncured for a
period of more than 90 days from the date of such occurrence.

10.2     Termination   by  Contractor.   This
Agreement may be terminated by Contractor by written  notice to Owner  following
the cure periods, if any, set forth below:

1. In accordance with Section 1.7(c) hereof;
2. If Owner fails to comply
with any material obligation, including making the payments set forth in Section
2.1(b) hereof, under this Agreement and such failure is not cured within thirty
(30) days of Owners receipt of a written notice from Contractor concerning
such failure;
3. If the DSA is designated as a Hazardous Substance under any applicable Law;
4. If Owner pursuant to or
within the meaning of Title 11 of the United States Code or any similar federal
or state law for the relief of debtors (Bankruptcy Law), (i)
commences a voluntary case, (ii) consents to the entry of an order for relief
against it in an involuntary case, (iii) consents to the appointment of a
receiver, trustee, assignee, liquidator or similar person under the Bankruptcy
Law (Custodian) of Owner or all or substantially all of its
property, (iv) becomes insolvent, or (v) makes a general assignment for the
benefit of creditors;
5. If a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that remains
unstayed for 90 days providing for (i) relief against Owner in an involuntary
case, (ii) appoints a Custodian of Owner for all or substantially all of its
property, or (iii) orders the dissolution or liquidation of Contractor;
6. If an event of Force
Majeure preventing performance by Owner occurs and continues uncured for a
period of more than 90 days from the date of such occurrence;
7. Owner is unable to renew or obtain any required  governmental  approval
necessary to perform hereunder; or
8. Upon the revocation,
abrogation or termination by any party of the contracts pursuant to which
Contractor uses DSA produced by the Plant or Contractors available uses
for the DSA are otherwise terminated through no fault of Contractor.

10.3     Survival.  Any rights or obligations
of either party that are intended to continue in full force and effect after the
termination or expiration of the term of this Agreement shall not be affected by
such termination or expiration,  and any rights or remedies otherwise  available
to either party shall not be limited by such termination or expiration.

ARTICLE 11

LIMITATION ON LIABILITY

17

11.1     Remedies.  Except for the payment of
amounts  due and  owing  under  this  Agreement  and as  otherwise  specifically
provided for herein,  Owner's and  Contractor's  sole and exclusive remedy for a
breach  of or  any  matter  related  to  this  Agreement  is to  terminate  this
Agreement.

11.2     Disclaimer of
Consequential Damages.  NEITHER OF THE PARTIES TO THIS AGREEMENT SHALL BE
LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES ARISING OUT OF THE PERFORMANCE OF OR DEFAULT UNDER THIS
AGREEMENT.

11.3     Survival. This Article 11 shall survive
the termination of this Agreement.

ARTICLE 12
CONFIDENTIALITY

12.1     Non-Disclosure.

(a)     In connection with the
performance of their obligations under this Agreement, Owner and Contractor may
disclose to each other certain non-public, confidential or proprietary
information. Each Party will keep this Agreement and such information marked
confidential or proprietary (the Confidential
Information) confidential. Each Party will safeguard the Confidential
Information against disclosure by employing the same means to protect the
Confidential Information as it uses to protect its own non-public, confidential
or proprietary information and will not disclose, duplicate or distribute any
Confidential Information, in any part, to any third party, without the prior
written consent of the other Party, other than to its employees, officers,
advisors, shareholders, lenders and investors (including potential investors)
who require access to the Confidential Information for a reasonable business
purpose. Each such person to whom Confidential Information is transmitted by a
Party shall be advised of the obligations relating to such Confidential
Information under this Agreement, and the Party disclosing such Confidential
Information to such persons shall be responsible for any failure by any such
person to comply with any obligation set forth herein.

12.2     Legally Compelled
Disclosure. In the event that any Party receiving the Confidential
Information becomes legally compelled (by deposition, interrogatory, request for
documents, subpoena, civil investigative demand or similar process) to disclose
any of the Confidential Information, the legally compelled Party shall give the
Party providing the Confidential Information prompt prior written notice of such
requirement so that the providing Party may seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this Article 12. In
the event that such protective order or other remedy is not obtained, or that
the providing Party waives compliance with the terms hereof, the Party legally
compelled to disclose the Confidential Information agrees to provide only that
limited portion of the Confidential Information that it is advised
by written opinion of counsel is legally required and to exercise best efforts
to obtain assurance that confidential treatment will be accorded such
Confidential Information.

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12.3     Exceptions.         The         term
"Confidential  Information" does not include any information which (i) at
the time of disclosure or thereafter is generally available to the public (other
than as a result of a disclosure  by any Party in violation of this Section 12),
(ii) was  available  to any Party  from a source  other  than the  Party  hereto
providing the Information, provided that such source is not and was not known by
the  recipient  Party  to be  bound  by a  confidentiality  agreement  that  was
applicable  to the  Confidential  Information  or (iii)  has been  independently
acquired or  developed by any Party  without  violating  any of its  obligations
under this Article 12.

12.4     Remedies. The Parties agree that in the
event of a breach of this  Article  12,  the Party  providing  the  Confidential
Information  shall be entitled to equitable  relief,  including  injunction  and
specific  performance,  in addition to all other remedies  available pursuant to
this Agreement.

12.5     Survival.   The  Parties'   obligations
under  this  Article  12 will  expire  one (1) year  after  the  termination  or
expiration of this Agreement.

ARTICLE 13
MISCELLANEOUS

13.1     Independent Contractor.

(a)     The parties expressly
recognize and agree that this is an Agreement for the purchase and sale of DSA
with respect to which each party is engaged in its own independent and entirely
separate business, which is and shall remain wholly free of any managerial or
other control, or right to control, or direction by the other party, in the
keeping and performance of its respective obligations hereunder and otherwise,
and that each party is and shall remain free to carry out and perform its
obligations under this Agreement by such means and in such manner as it may
choose, and shall bear and pay all expenses, costs, risks and responsibilities
incurred in connection with such obligations, excepting only to the extent that
any of the foregoing matter referred to in this sentence may be otherwise
expressly provided in this Agreement.

(b)     Neither Contractor,
Owner, nor any officer, employee, representative or agent of Contractor or
Owner, shall in any manner, directly or indirectly, expressly or by implication,
be deemed to be, or make any representations to take any actions which may give
rise to the existence or perception of any employment, agency, partnership,
joint venture or other like relationship as between Contractor and Owner.

13.2     Force Majeure.

(a)     Should either party to
this Agreement be prevented, wholly or in part, by Force Majeure from keeping or
performing its obligations (except financial obligations) under this Agreement,
then such party will be excused hereunder during the time and to the extent that
the keeping or performance of such obligations is so prevented. For purposes of
this Agreement, Force Majeure means causes that are
reasonably outside of and beyond the control of the party affected thereby, such
as, but not limited to, acts of God, acts of

19

civil or military authorities,
governmental denial or failure to issue or renew any license or permit (so long
as such denial or failure is not based upon a violation of Law or other permits
held by the applicant, or other misconduct of or fault on the part of the
applicant), equipment failures (other than equipment failures that could have
been prevented by regular or ordinary maintenance and repair of the equipment),
fires, strikes, floods, earthquakes, hurricanes, epidemics, tornadoes, wars, or
riots, or any other cause similar to any of the foregoing reasonably beyond the
control of the party affected thereby.

(b)     If either party invokes
this force majeure provision, it shall give prompt written notice to the other
party of the existence and other relevant circumstances relating to the force
majeure condition that is relied upon and shall demonstrate that it has taken
all reasonable steps to minimize the consequences of such condition.
Notwithstanding anything in the foregoing to the contrary, neither party shall
be required to settle strikes, lockouts or other labor difficulties contrary to
its wishes.

13.3     Notices.     Any    notice,    request,
instruction or other written communication to be given hereunder by either party
shall be  sufficiently  given if  delivered  in  person  or sent by  telecopier,
overnight  courier,  or registered or certified mail,  postage  prepaid,  return
receipt requested, addressed as follows:

          IF OWNER, TO:

               Indiantown  Cogeneration,  Limited  Partnership
               13303 SW Silver Fox Lane
               Indiantown, FL 34956 
               Attention: General Manager
               Facsimile: (772) 597-6210

     with a copy to:

               Indiantown Cogeneration, Limited Partnership
               7500 Old Georgetown Road, 13th Floor
               Bethesda, Maryland 20814-6161
               Attention: General Counsel
               Facsimile: (301) 718-6913

     IF  CONTRACTOR,  TO:

               VFL Technology Corporation
               16 Hagerty Boulevard
               West Chester, PA 19382-7594
               Attention: Richard W. Patton, President
               Facsimile: (610) 918-7222

or at such other  address for a party as shall be specified by like notice,  and
such notice or  communication  shall be deemed to have been duly given as of the
date so delivered, mailed or sent by telecopier.

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13.4     Counterparts.  This Agreement may be
executed in one or more  counterparts,  each of which shall for all  purposes be
deemed  to  be  an  original  and  all  of  which  shall   constitute  the  same
instrument.

13.5     Integration.  This Agreement sets forth
the entire  understanding  of the parties  with  respect to the  subject  matter
hereof.  Any previous  agreements  or  understandings  (whether oral or written)
between  parties  regarding  the subject  matter  hereof are  superseded by this
Agreement.

13.6     Headings.  The headings of the Articles
and Sections of this Agreement are inserted for  convenience  only and shall not
be deemed to affect the construction hereof.

13.7     Successors and Assigns.

(a)     The terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties hereto; provided that neither
party may assign this Agreement without the prior written consent of the other
party hereto. Notwithstanding the foregoing, Contractor shall have the right,
upon 10 days prior written notice to Owner, to assign (without obtaining
Owners consent) the right to receive payments due from Owner as part of
Contractors accounts receivable financing in the ordinary course of
business. Notwithstanding the foregoing, Owner shall have the right to assign
this Agreement to any parties providing financing for the Plant without
obtaining the consent of Contractor. Contractor hereby consents to any such
assignment and the granting of a security interest in Owners rights and
obligations under this Agreement to any financing party and further agrees that
it will not terminate or suspend its obligations under this Agreement without
first giving any such financing party about which it has been notified, a
reasonable period of time, of not less than thirty (30) days, in which to cure
any defaults. Contractor shall notify such financing parties of defaults at such
time as it provides Owner with such notice. Any curing by a financing party
shall not be construed as an assumption by it of this Agreement.

(b)     In the event that this
Agreement is rejected by a trustee or debtor-in-possession in any bankruptcy or
insolvency proceeding involving Owner, and if within 90 days after such
rejection, Owners lenders or any agent acting on their behalf or any
assignee or transferee thereof shall so request and shall certify in writing to
Contractor that it intends to perform the obligations of the Owner under this
Agreement, the Contractor will execute and deliver to such lenders or their
agent or such assignee or transferee a new agreement, pursuant to which the
Contractor shall agree to perform the obligations contemplated to be performed
by the Contractor under this Agreement and which shall be for the balance of the
remaining term under this Agreement before giving effect to such rejection and
shall contain the same conditions, agreements, terms, provisions and limitations
as this Agreement (except for any requirements that have been fulfilled by the
Owner prior to such rejection). The parties hereto acknowledge and agree that
any material amendment of this Agreement will not be effective without the
prior written approval of Owners lenders. The provisions of this
Section 13.7 are for the benefit of Owners lenders and may be separately
enforced by such lenders or any agent acting on their behalf against Contractor.

21

13.8     Modification and
Waiver. No amendment, modification or alteration of the terms or provisions
of this Agreement shall be binding unless the same shall be in writing and duly
executed by the parties hereto, except that any of the terms or provisions of
this Agreement may be waived in writing at any time by the party entitled to the
benefits of such waived terms or provisions. No waiver of any of the provisions
of this Agreement shall be deemed to or shall constitute a waiver of any other
provision hereof (whether or not similar). No delay on the part of either party
in exercising any right, power or privilege hereunder shall operate as a waiver
hereof.

13.9     No Third Party
Beneficiary Rights. Other than as specifically provided in Section 13.7,
this Agreement is not intended to and shall not be construed to give any person
(other than the parties signatory hereto or their permitted assigns) any
interest or rights (including, without limitation, any third party beneficiary
rights) with respect to or in connection with any agreement or provision
contained herein or contemplated hereby.

13.10     Governing Law. This Agreement shall be
governed by and construed in  accordance  with the laws of the State of Florida,
without regard to conflict of law rules thereof.

     13.11     Publicity.  Except  as  otherwise
required by applicable  law or regulation,  Owner or Contractor  shall not issue
any press release or make any other public  statement,  in each case relating to
or  connected  with or arising out of this  Agreement  or the matters  described
herein,  without  obtaining the prior  written  approval of the other party with
respect  to  the  contents  and  the  manner  of  presentation  and  publication
thereof.

13.12     Severability. If any provision of this
Agreement is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as practicable in an acceptable manner
to the end that the transactions contemplated hereby are fulfilled.

13.13     Dispute Resolution.

(a)     The parties to this
Agreement shall attempt in good faith to resolve any controversy or claim
arising from or relating to this Agreement promptly by negotiations. To this
end, either party may deliver to the other party a written notice in which the
dispute is identified, and in which the disputing party states its position and
summarizes evidence and arguments in support of its position (hereafter this
notice shall be referred to as a Notice of Dispute). The
party receiving a Notice of Dispute shall respond in writing within 20 days
setting forth its position and summarizing the evidence and its arguments in
support of its position. Representatives of the parties shall meet off the
record and initially without counsel within 10 days of the date of the
responding partys response in an attempt to resolve the dispute as
identified. Such meeting shall be considered a settlement negotiation and no
information exchanged at such meeting shall be admissible in any future
litigation unless such information would normally be discoverable and admissible
in such future litigation.

(b)     If a dispute has not
been resolved through negotiations as set forth above, nothing herein is
intended to deprive any party of any legal or equitable action, proceeding or
remedy of

22

any nature whatsoever as it may have, but as a pre-condition to either
party seeking any legal or equitable action, proceeding or remedy, such dispute
shall be first submitted to mediation to be conducted in Washington, D.C. before
such person as the parties may mutually select. In the event that the parties
are unable to agree to a person to act as a mediator, the matter shall be
mediated by the American Arbitration Association before a mediator as it shall
designate. Mediation as herein required shall be commenced by either party
delivering to the other, not sooner than 30 days after a disputing party has
delivered a Notice of Dispute, a written notice of its desire to have the matter
mediated and including the names of three persons whom the requesting party
wishes to select as mediator (hereafter referred to as Notice to
Mediate). The party receiving the Notice to Mediate shall, within five
days of receipt of the Notice to Mediate, notify the party requesting mediation
of its agreement to any one of the persons named, or if no such person is
acceptable to it, the receiving party shall deliver to the requesting party its
list of three other persons whom it would accept as mediator. If the party who
requested mediation does not agree to one of the names provided by the
responding party, then the party requesting mediation shall, within five days,
serve a request on the American Arbitration Association that it mediate the
dispute between the parties and appoint a mediator to do so. Each party hereto
shall be solely responsible for its own legal fees and costs incurred in
preparing for and conducting the mediation, and shall further be responsible for
one-half of the fees and costs charged by the mediator.

(c)      On the condition that
one of the parties to this Agreement has served a notice seeking mediation as
set forth in Section 13.13(b) above, in the event that the dispute between the
parties is not resolved within 90 days of the date upon which a Notice to
Mediate was delivered by one of the parties, either party to this Agreement may
thereafter proceed to file suit to obtain any legal or equitable remedy as it
may have; provided, however, that if a party in good faith believes that its
rights may be compromised by the expiration of any applicable statute of
limitations, a claim or other writ to toll the statute of limitations may be
filed and, if such litigation is promptly stayed until the steps required in
this Section 13.13 have been completed, such filing shall not be a breach of
this Agreement.

[Remainder of Page Intentionally Left Blank]

23

IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to
be executed on its behalf as of the date first above written.

OWNER:

            
            
            
            
            
            INDIANTOWN COGENERATION,
            
            
            
            
            
           
LIMITED PARTNERSHIP
            
            
            
            
            
            

                                                     By:  /s/ F. JOSEPH FEYDER
            
            
            
            
            
            
      Name: F. Joseph Feyder
            
            
            
            
            
            
      Title: Vice President



            
            
            
            
            
            
CONTRACTOR:
            
            
            
            
            
            
VFL TECHNOLOGY CORPORATION
            
            
            
            
            
            
By:  /s/ RICHARD W. PATTON
            
            
            
            
            
            
      Name: Richard W. Patton
            
            
            
            
            
            
      Title: President

24

SCHEDULE 1
Chemical Composition and Physical Properties of DSA

SECTION I GENERAL PRODUCT INFORMATION

| |  |  | Product Name & Synonyms:     
Fly Ash/Scrubber WasteICLP Emergency Number:     
772-597-6500 ext. 19ICLP Contact:     Nicholas Laryea | Company Name:     
Indiantown Cogeneration, LP
     Indiantown Generating PlantCompany Address:
     13303 S W Silver Fox Lane
     Indiantown, FL 34956Date Prepared:
     02/22/99
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION II HAZARDOUS INGREDIENTS

The  following  chemicals  may be found in
varying  quantities in fly ash/scrubber  waste. It should be noted that the list
may not include all compounds which may be found in a given sample. Included for
each potential  ingredient are American  Conference of  Governmental  Industrial
Hygienists (ACGIH) Threshold Limit Values (TLVs),  Occupational Safety and
Health  Administration  (OSHA)  Permissible  Exposure  Limits  (PELs)  and
National  Institute  for  Occupational  Safety  and Health  (NIOSH)  Recommended
Exposure Limits (RELs).

`------------------------------- ---------------- ------------------- ------------ --------------- -----------
Constituent Name*               CAS #            Estimated %         ACGIH        OSHA            NIOS
                                                 Composition         TLV          PEL             H REL
                                                                     mg/m3        mg/m3           mg/m3
------------------------------- ---------------- ------------------- ------------ --------------- -----------
Calcium Sulfate                 7778-18-9        55-60%              10           15              10
Silicon Dioxide                 7631-86-9        10-25%              10           80%SiO2          6
Amorphous Silica                                                                  -------------
                                                                                      %SiO2
Aluminum Oxide                  1344-28-1        5-15%               10                 -             -
Ferric Oxide                    1309-37-1        2-15%               5 fume          10 fume        5 fume
Calcium Oxide                   1305-78-8        1-15%                    2             5             2
Potassium Oxide                 12136-45-7       1%                       -             -             -
Sulfur Trioxide                 7449-11-9        2-5%                     -             -             -
Silica Crystalline,             14808-60-7       2-5%                   0.1**        10mg/m3        0.05**
Quartz                                                                               -------
                                                                                     %SiO2+2`

All TLV, PEL, REL data provided for total dust unless noted.

*Calcium Sulfite, Calcium
Hydroxide, Titanium Dioxide, Phosphorous Pentoxide, Sodium Oxide, and Magnesium
Oxide are typically found in flyash/scrubber waste in quantities of less than
1%.

**Respirable

Schedule 1-1

`The following elements may be found in trace quantities in coal ash in the part per million range:

         ELEMENT                       CAS                               ELEMENT                    CAS #
         -------                       ----                              -------                    -----
         Arsenic                       7440-38-2                         Silver                     7440-22-4
         Barium                        7440-39-3                         Zinc                       1314-13-2
         Cadmium                       7440-43-9                         Beryllium                  7440-41-7
         Chromium                      7440-47-3                         Manganese                  7439-96-5
         Lead                          7439-92-1                         Vanadium                   1314-62-1
         Mercury                       7439-97-6

NOTES:          1.   Fly ash/scrubber waste composition is variable depending on coal and lime source.
                2.   Five metals (and/or their oxides) that are listed by NTP, LARC, or OSHA as carcinogens
                     are sometimes found in ash in trace concentration.  These include: Arsenic, Beryllium,
                     Cadmium, Chromium, and Nickel.`

SECTION III PHYSICAL AND CHEMICAL CHARACTERISTICS

| |  |  | BOILING POINT:     
NOT APPLICABLEVAPOR PRESSURE:     
NOT APPLICABLEVAPOR DENSITY:     NOT APPLICABLE | FLASH POINT:     
NOT APPLICABLE
UPPER AND LOWER EXPLOSIVE LIMITS:
     NOT APPLICABLE
APPEARANCE AND ODOR:     Solid or granular, normally gray or tan
     (perhaps ruddy) in color.
| |  |  | ------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION IV FIRE, EXPLOSION AND REACTIVITY DATA

The  constituents of fly ash/scrubber  waste are generally  stable.  They are
generally not considered to be flammable.  However,  fly ash/scrubber  waste may
become reactive or explosive in contact with certain substances  including,  but
not  limited  to,  the  following:   strong  oxidizers,   heavy  metals,   metal
acetaldehydes,  hydrogen fluoride, calcium disilicide, potassium pentoxide
and chlorinated fluorides.

| |  |  | EXTINGUISHING MEDIA:          
Dry chemical or carbon dioxide. | FIRE FIGHTING PRECAUTIONS:         
Wear a self-contained breathing
          apparatus with a full face-piece
          operating in the positive pressure
          mode.
| |  |  | -------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Schedule 1-2

Overexposure to constituent compounds of coal slag and fly ash/scrubber waste
may present the following hazards:

1. Prolonged  exposure  to  respirable  crystalline  quartz may cause  delayed
     (chronic)  lung  injury  (silicosis).  Silicosis  is a  form  of  disabling
     pulmonary fibrosis which can be progressive.  Progressive  massive fibrosis
     may be accompanied by right heart enlargement,  heart failure and pulmonary
     failure.
2. Acute  skin  irritation,  particularly  form  potassium  oxide,  a strongly
     corrosive compound.
3. Acute eye irritation.
4. Acute respiratory  system  irritation,  particularly from calcium oxide and
     potassium oxide,  strongly corrosive  compounds.  Individuals with lung and
     respiratory   system   conditions  such  as  asthma,   and  obstructive  or
     restrictive  respiratory  diseases  should  not be exposed to dusts of coal
     ash.
5. Industry studies have indicated that during some work activities  employees
     may be exposed to fly ash constituents (i.e., arsenic, lead, and respirable
     silica  crystalline  quartz)  at  concentrations   above  OSHA  permissible
     exposure limits.
6. Hot work, cutting,  or grinding  operations  involving metal surfaces which
     have fly ash/scrubber  waste residue present,  may, depending on conditions
     result in the formation of gaseous air contaminants  such as sulfur dioxide
     and may  volatilize  trace metals present in the ash and result in exposure
     to these.

- IARC lists several forms of silica s possibly carcinogenic to humans with
   limited evidence. Among these forms are crystalline cristobalite, crystalline
   quartz, tridimyte, and tripoli.
- IARC lists ferric oxide as possibly carcinogenic to humans with limited evidence.
- NTP or OSHA don not list any  of the constituents as carcinogens.
- NIOSH lists silica and titanium dioxide as a carcinogen.

Schedule 1-3

VI PREVENTIVE AND CORRECTIVE MEASURES

| | NIOSH/MSHA  approved  respirator  with  a HEPA  cartridge  is  recommended  when
handling fine powders of fly ash/scrubber waste where the probability exists for
generation  of airborne  dust.  Personnel  who are required to wear a respirator
must be properly fit tested and medically certified.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Safety  goggles  are  recommended  where  the  chance of eye  contact  with coal
ash/scrubber waste exists.
| | -----------------------------------------------------------------------------------------------------------

| | Chemical  resistant  gloves  and cotton or  disposable  coveralls
should be worn when handling coal ash/scrubber waste.
| | -----------------------------------------------------------------------------------------------------------------------

| | The operational area should be well ventilated. Local exhaust ventilation should be
used when airborne dusts of ash/scrubber waste are being generated.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | Ash should be removed from work areas by vacuuming or wash down techniques where
feasible. After leaving the work area, dust from contaminated clothing should be
removed by vacuum with a HEPA vacuum cleaner.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Worker exposure assessment should include environmental monitoring of respirable
silica quartz.
| | -----------------------------------------------------------------------------------------------

VII EMERGENCY/FIRST AID PROCEDURES

| | Flush eyes with water for 15 minutes.  Seek medical attention.
| | --------------------------------------------------------------

| | Wash skin with soap and water.  Seek medical attention if necessary.
| | --------------------------------------------------------------------

| | Do not induce vomiting. Have victim drink plenty of water or milk if conscious.
Seek medical attention immediately.
| | -------------------------------------------------------------------------------------------------------------------

| | If a person breathes in large amounts of dust, remove to fresh air.
Seek medical attention.
| | -------------------------------------------------------------------------------------------

Schedule 1-4

VIII SPILL CONTROL

Clean up  material  for  disposal.  If dusty,  dampen with water mist to control
airborne dust before  removal.  Do not use compressed air. Large granular spills
can be shoveled. If loaded on open topped trucks, cover with appropriate tarp or
cover.

If the spill cleanup
results in the generation of dust, a NIOSH/MSHA approved respirator with a HEPA
cartridge should be worn. Gloves and other protective clothing designed to
minimize skin contact should be worn.IX WASTE DISPOSAL

All waste must be treated,
transported, and recycled in accordance with all applicable federal, state, and
local environmental regulations.X DOCUMENTARY

Date of Preparation: 02/22/99

MSDS Updated by Nicholas Laryea, Environmental Manager

This  document  is based on the  most  current  information  made  available  to
Indiantown Cogeneration, L.P. and its subcontractors.  The information contained
herein is furnished  without  warranty of any kind.  Users should  consider this
data only as a supplement  to other  information  gathered by them and must make
independent  determinations  of the suitability and  completeness of information
from all sources to assure proper use and disposal of these materials and safety
and health of all employees.

Schedule 1-5

SCHEDULE 2
Contractor Identified Improvements to Owner's Loadout Facilities

1.     Method  to control
loading valve and loading chute from ground near rear of tankers as well as from
top of tankers.

     2.     Means    to   hose
trucks/tankers and loading area as needed.

     3.     The  sump pump for
this area needs to be repaired.

     4.     Means  to  control
(slow)  fly ash and  loading  rate  between  3 and 4 tons per  minute  or 6 to 8
minutes total load time.

     5.     Help  ensure  that
the loading area is maintained  and kept clear as reasonably  necessary for safe
loading from pug mill and loading rail cars.

Schedule 2-1