Master Equipment Lease Agreement

MASTER EQUIPMENT LEASE AGREEMENT
--------------------------------


No.
-------


This is a Master Equipment Lease Agreement between National City Leasing Corporation, a Kentucky corporation, whose principal office is located at 101 South Fifth Street, Louisville, Kentucky 40202 ("National City") and OHM Remediation Services Corp., an Ohio corporation, whose principal office is located 16406 U.S. Route 224 East, Findlay, Ohio 45840 ("Lessee").


1. LEASE. National City agrees to lease to Lessee and Lessee agrees to lease
from National City, subject to the terms and conditions set forth herein,
the items of personal property (the "Equipment") described in each
Equipment Schedule (a "Schedule") executed and delivered by the parties
hereto and incorporating the terms of this Master Equipment Lease
Agreement by reference therein (the "Lease"). The terms "Agreement",
"hereof", "herein", and "hereunder", when used in this Lease, shall mean
this Lease, each Schedule and any schedule thereto. This Agreement
constitutes an agreement of lease and nothing herein contained shall be
construed as conveying to Lessee any right, title, or interest in the
Equipment except as lessee only. The parties agree that this Lease is a
"Finance Lease" as defined in (S)2A-103(q) of the Uniform Commercial Code
("UCC"). Lessee acknowledges either


(a) that Lessee has reviewed and approved any written Supply Contract (as
defined in UCC (S)2A-103(y)) covering the Equipment purchased from the
Supplier (as defined in UCC (S)2A-103(x))thereof for lease to Lessee or


(b) that National City has informed or advised Lessee, in writing, either
previously or by this Lease of the following:


(i) the identity of the Supplier;


(ii) that the Lessee may have rights under the Supply Contract; and


(iii) that the Lessee may contract the Supplier for a description of
any such rights Lessee may have under the Supply Contract


2. TERM; ACCEPTANCE; RENT; RETURN. The term of lease of each item of
Equipment shall commence date the Lessee accepts the Equipment (the
"Commencement Date") as evidenced by the acceptance of the Equipment
covered thereby for all purposes of this Agreement. Lessee shall pay to
National City (at National City's office specified above, or as National
City may otherwise designate), rent as specified in each Schedule. Each
date on which an installment of rent is payable is hereinafter


called a "Rent Payment Date". As to each Schedule the first Rent Payment
Date shall be the Rent Payment Date set forth therein, with the succeeding
Rent Payment Dates on the corresponding day of each month thereafter. In
addition, if applicable, Lessee shall pay interim rent for the period
between the Commencement Date and the first Rent Payment Date, based on a
30-day month and the number of days between the Commencement Date and the
first Rent Payment Date. Lessee shall also pay to National City, on
demand, a late payment charge of 1 % of each installment of rent and any
other amount owing hereunder which is not paid when due. Unless the Lessee
elects otherwise pursuant to Section 20, upon the expiration or earlier
termination of the term of lease of each item of Equipment leased
hereunder, Lessee shall at its expense return such item to National City
at such location as National City may designate, in the condition required
to be maintained by Section 7 hereof.


3. NO WARRANTIES. Lessee acknowledges that: National City is the manufacturer
of the Equipment nor the manufacturer's agent nor a dealer therein; and
NATIONAL CITY HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR
WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY,
FITNESS, CONDITION, DESIGN OR OPERATION OF THE EQUIPMENT, ITS FITNESS FOR
A PARTICULAR PURPOSE, THE QUALITY OR CAPACITY OF THE MATERIALS IN THE
EQUIPMENT OR WORKMANSHIP IN THE EQUIPMENT NOR ANY OTHER REPRESENTATION OR
WARRANTY OF ANY KIND WHATSOEVER. Lessee confirms that it has made (or will
make) the selection of each item of Equipment on the basis of its own
judgment and expressly disclaims reliance upon any statements,
representations or warranties made by National City. National City shall
not be liable to Lessee for any matter relating to the ordering,
manufacture, purchase, delivery, assembly, installation, testing,
operation or expense of any kind caused by the Equipment. National City
shall not be liable for any consequential damages as that term is used in
UCC (S)2-719(3). National City hereby assigns to Lessee all rights which
National City has or may acquire against any manufacturer, supplier, or
contractor with respect to any warranty and representation relating to the
Equipment leased hereunder. Lessee acknowledges that Lessee has reviewed
and approved the Purchase Order, Supply Contract or Purchase Agreement
covering the Equipment purchase from the vendor or Supplier thereof for
lease to Lessee.


4. EQUIPMENT TO REMAIN PERSONAL PROPERTY; LOCATION; IDENTIFICATION:
INSPECTION. Lessee represents that the Equipment shall be and at all times
remain separately identifiable personal property. Lessee shall, at its
expense, take such action as may be necessary to prevent any third party
from acquiring any right to or interest in the Equipment by virtue of the
Equipment being deemed to be real property or a part of other personal
property and shall indemnify National City against any loss which it may
sustain by reason of Lessee's failure to do so, unless such person is
claiming the right or interest by, through or under National City. Upon
the request of National City, which shall not be more frequently than once
each calendar quarter, Lessee shall provide National City with a periodic
list of the location of the Equipment. If requested by National City,
Lessee shall attach to and maintain on the Equipment a conspicuous plate
or marking disclosing ownership therein. National City or its
representatives may, at reasonable times, inspect the Equipment.


5. TAXES; INDEMNITY. Lessee agrees to pay, and to indemnify and hold National
City harmless from, all license fees, assessments, and sales, use,
property, excise and other taxes and charges(other than federal income
taxes and taxes imposed by any other jurisdiction which are based on, or
measured by,


2


the net income of National City for reasons other than the ownership or
leasing of the Equipment in that jurisdiction) imposed upon or with
respect to


(a) the Equipment or any part thereof arising out of or in connection
with the shipment of Equipment or the possession, ownership, use or
operation thereof, or


(b) this Agreement or the consummation of the transactions herein
contemplated.


National City shall prepare and file any and all returns required in
connection with the obligations which Lessee has assumed under this
section, except such filings as National City may, at its option, direct
Lessee to make. Each party shall upon request furnish the other a copy of
any such filing made or governmental invoice received covering such
obligations. Lessee further agrees to assume liability for, and to
indemnify and hold National City harmless against, all claims, costs,
expenses, damages and liabilities arising from or pertaining to the
manufacture, assembly, installation, ownership, use, possession and
operation of the Equipment, including, without limitation, latent and
other defects, whether or not discoverable by Lessee or any other person,
any expense, liability or loss directly or indirectly related to or
arising out of any injury to any person or tangible or intangible
property, whether arising from negligence or under any theory of strict or
absolute liability or any other cause, or any claim for patent or
copyright infringement, together with all legal fees and expenses
reasonably incurred by National City in connection with any liability
asserted against it, whether groundless or otherwise. Lessee shall, and
shall cause all other persons, if any, operating or in possession of the
Equipment to, comply at all times and in all respects with all laws
(whether federal, state, or local and whether statutory, administrative,
judicial, or other) and with every lawful governmental order (whether
administrative or judicial) pertaining to the operation, and use of the
Equipment and, without limiting the generality of the foregoing, will, and
will cause each such person to,


(i) operate, and use the Equipment in compliance with all Environmental
Laws and handle all Hazardous Materials in compliance therewith, and


(ii) comply with and keep in full effect each approval, certification,
license, permit, or other authorization required by any Environmental
Law for the conduct of any activity upon or within the Equipment,


and will indemnify National City from and against any and all
liabilities and any and all fees, costs and expenses arising out of
use of the Equipment for the purposes of cleaning, treatment, storage
or transportation of hazardous materials.


"Environmental Law" means the Clean Air Act (42 USC (S)7401 et seq.),
Comprehensive Environmental Response, Compensation, and Liability Act (42
USC (S)9601 et seq.), the Hazardous Material Transportation Act (49 USC
(S)1801 et seq.), the Resource Conservation and Recovery Act (42 USC
(S)6901 et seq.), the Federal Water Pollution Control Act (33 USC (S)1251
et seq.), the Toxic Substances Control Act (15 USC (S)2601 et seq.) and
the Occupational Safety and Health Act (29 USC (S)651 et seq.), as such
laws have been or hereafter may be amended, and the regulations
promulgated pursuant thereto, and any and all similar present or future
federal, state, or local laws and the regulations promulgated pursuant
thereto and "Hazardous Material" means any chemical, material, or
substance which could be


3


detrimental to animal health, human health, vegetation, the environment,
or the Equipment which is, or the disposal, manufacture, release, storage,
or transport of which is, or exposure to which is, prohibited, restricted,
or otherwise regulated under any Environmental Law;


The agreements and indemnities contained in this section shall survive the
expiration or earlier termination of this Agreement.


6. ASSIGNMENTS; SUBLETTING; ENCUMBRANCES.


(a) LESSEE WILL NOT WITHOUT NATIONAL CITY'S PRIOR WRITTEN CONSENT, ASSIGN
OR TRANSFER THIS LEASE OR ANY INTEREST HEREIN, OR SUBLEASE OR
RELINQUISH POSSESSION OF, OR CREATE OR SUFFER TO EXIST ANY LIEN,
MORTGAGE, SECURITY INTEREST OR ENCUMBRANCE UPON THE EQUIPMENT,
PROVIDED, HOWEVER, LESSEE MAY SUBLEASE AND TRANSFER POSSESSION OF ANY
EQUIPMENT TO ANY SUBSIDIARY, THE MAJORITY OF THE VOTING STOCK OF
WHICH IS OWNED BY THE GUARANTOR.


(b) National City may assign or transfer this Lease or National City's
interest in the Equipment without notice to Lessee. Any assignee of
National City shall have all of the rights, but none of the
obligations, of National City under this Lease and Lessee agrees that
it will not assert against any assignee of National City any defense,
counterclaim, or offset that Lessee may have against National City.
Lessee acknowledges that any assignment or transfer by National City
shall not adversely change Lessee's duties or obligations under this
Lease nor materially increase the burdens or risks imposed on Lessee.


7. USE; REPAIRS; ETC. Lessee will cause the Equipment to be operated in
accordance with the manufacturer's or supplier's instructions or manuals
by competent and duly qualified personnel only and in compliance with all
laws and regulations and the insurance policies required to be maintained
hereunder. Lessee shall, it its own cost and expense, maintain the
Equipment in operating condition. Replacement parts shall be free and
clear of any mortgage, lien, charge, or encumbrance (and title thereto
shall vest in National City immediately upon installation, attachment or
incorporation of the same in, on or into such Unit). Upon termination of
this Lease, at the expiration of the Lease Term or otherwise, the
Equipment shall be returned to National City in as good operating
condition as when it became subject to this Lease, ordinary wear and tear
excepted, and in such condition as to be acceptable to the manufacturer
for regular maintenance without any remedial maintenance. Lessee will not
alter or add to the Equipment without National City's prior written
consent. Lessee will remove any attachments, alterations or accessories
and return the Equipment to its original condition, normal wear and tear
excepted, at the termination of this Lease if National City shall so
demand. In the absence of such demand, all attachments, alterations or
accessories shall become part of the Equipment at the time of their
attachment thereto.


8. LOSS; DAMAGE. If National City reasonably determines that any Equipment is
lost, stolen, destroyed, damaged beyond repair or rendered permanently
unfit for normal use for any reason, or in the event of any condemnation,
confiscation, seizure, or requisition of title to or use of such Equipment
(a "Casualty Occurrence"), Lessee will, at the option of National City,
either


4


(a) replace the same with Equipment in good repair or


(b) promptly pay to National City an amount equal to the Rent in respect
of the Equipment suffering a Casualty Occurrence due and payable on
the Rent payment date next following the date of the Casualty
Occurrence, plus a sum equal to the Stipulated Loss Value of such
Equipment determined as of the Rent payment date next following the
date of the Casualty Occurrence as set out in the appropriate
Schedule, less any physical damage insurance proceeds paid to
National City as a result of said Casualty Occurrence.


As of the date on which the Stipulated Loss Value is due, the Rent for
such Equipment shall cease to accrue and the term of this Lease as to such
Equipment shall terminate and (except in the case of loss, theft or
complete destruction of the Equipment) National City shall be entitled to
recover possession of the Equipment. National City hereby appoints Lessee
its agent to dispose of any Equipment suffering a Casualty Occurrence at
the best price obtainable on an "as is, where is" basis without recourse
or warranties of any kind. Provided that National City has been paid the
Stipulated Loss Value and all Rent and other sums due and owing as to such
Equipment, Lessee shall be entitled to the net proceeds of such sale to
the extent such proceeds do not exceed the Stipulated Loss Value of such
Equipment. Any excess shall be paid to National City.


9. INSURANCE. Lessee shall maintain at all times on the Equipment, at
Lessee's expense, property damage, direct damage and public liability
insurance in such amounts, against such risks and in such form and with
such insurers as shall be satisfactory to National City. The required
insurance shall be specified in the applicable Schedule; provided, that
the amount of direct damage insurance shall not on any date be less than
the full replacement value of the Equipment as of such date. Each public
liability insurance policy will name National City as additional named
insured as its interests may appear and each damage insurance policy will
name National City as loss payee, and each insurance policy shall contain
a clause requiring the insurer to give to National City at least 30-days
prior written notice of any alteration of the terms or cancellation of
such policy. Lessee shall furnish to National City a certificate or other
evidence satisfactory to National City that such insurance coverage is in
effect, provided, however, that National City shall be under no duty to
ascertain as to the existence or adequacy of such insurance. National City
makes no representation that the minimum insurance coverage requirements
in a Schedule will be adequate at all times to satisfy Lessee's
obligations hereunder. Lessee has the responsibility to provide additional
insurance coverage to maintain coverage hereunder in an amount adequate to
fulfill its o ...