Environmental Indemnification Agreement

EXHIBIT 10.5


ENVIRONMENTAL INDEMNIFICATION AGREEMENT


THIS AGREEMENT is made as of July 8, 1993, by and between Washington Corporations ("WC"), a Montana corporation, with its principal place of business at 101 International Way, Missoula, Montana 59802, and Washington Contractors Group, Inc. ("WCGI"), a Montana corporation, with its principal place of business at 101 International Way, Missoula, Montana 59802.


WHEREAS, WCGI was formerly a wholly owned subsidiary of Washington Corporations, and currently pursuant to an Agreement and Plan of Reorganization dated March 11, 1993, the common stock of WCGI is held by WCG Holdings, Inc.


WHEREAS, WCGI and WC desire to enter into an agreement relating to the indemnification against certain liabilities that each party hereto shall extend to the other party hereto from and after the date of such reorganization (the "Reorganization Date");


BOW, THEREFORE, the parties hereto agree as follows:


1. EFFECTIVE DATE. This Agreement shall become effective on the Reorganization
Date.


2. DEFINITIONS. As used in this Agreement, capitalized terms defined
immediately after their use shall have the respective meanings thereby
provided, and the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of
the terms defined):


ACTION: Any action, claim, suit, arbitration, inquiry, proceeding, or
investigation by or before any court, any governmental or other regulatory
or administrative agency or commission or any arbitration tribunal.


AFFILIATE: With respect to any specified person, a person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled
by, or is under common control with, such specified person; PROVIDED,
HOWEVER, that for purposes of this Agreement (i) Affiliates of WCGI shall
ONLY be deemed to include Pro Builders, Inc., Washington Construction
Company, Industrial Constructors Corp., Conda Mining, Inc., or subsidiaries
or joint ventures thereof, or any other subsidiary or joint venture of
WCGI, and (ii) Affiliates of WC shall not be deemed to include WCGI or any
of its subsidiaries and joint ventures.


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ENVIRONMENTAL LAW: Any federal, state or local law (including common law),
statute, ordinance, regulation, rule, policy, order (judicial or
administrative), decree, judgment, decision, ruling, permit, or
authorization (each as may be in effect from time to time) relating or
applicable to pollution, human health or safety associated with the
environment, or the environment, including, without limitation, any of the
foregoing relating or applicable to emissions, discharges, spills, releases
of threatened releases of, or human exposures to, Materials of
Environmental Concern, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, or
handling or Materials of Environmental Concern.


ENVIRONMENTAL LIABILITY: Any liability or obligation (including, without
limitation, liability for investigatory costs, oversight costs, cleanup
costs, governmental or private response costs, natural resource damages,
civil or criminal penalties or forfeitures, and attorneys' fees or other
costs of defending a claim of Environmental Liability) under any
Environmental Law.


INDEMNIFIABLE LOSSES: With respect to any claim by an Indemnitee for
indemnification authorized pursuant to this Agreement, any and all losses,
liabilities, claims, damages, obligations, payments, costs, and expenses
(including, without limitation, the costs and expenses of any and all
Actions, demands, assessments, judgments, settlements, and compromises
relating thereto and reasonable attorneys' fees and expenses in connection
therewith) suffered by such Indemnitee with respect to such claim.


INDEMNIFYING PARTY: Any party who is required to pay any other person
pursuant to Sections 3 and 4 hereof.


INDEMNITEE: Any party who is entitled to receive payment from an
Indemnifying Party pursuant to Sections 3 and 4 hereof.


INDEMNITY PAYMENT: The amount an Indemnifying Party is required to pay an
Indemnitee pursuant to Sections 3 and 4 hereof.


MATERIAL OF ENVIRONMENTAL CONCERN: (i) Any substance, the presence of which
requires investigation or remediation under any Environmental Law or under
common law; (ii) any dangerous, toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous
substance which is regulated by any Environmental Law; (iii) any substance,
the presence of which causes or threatens to cause a nuisance upon the
property where it is located, or


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to adjacent properties or poses or threatens to pose a hazard to the health
and safety of persons on or about the property where it is located; and
(iv) urea-formaldehyde, polychlorinated biphenyls, asbestos or
asbestos-containing materials, petroleum and petroleum products.


SUBSIDIARY OF WCGI: Subsidiaries of WCGI include Pro Builders, Industrial
Constructors Corp., Washington Construction Company and Conda Mining, Inc.


3. INDEMNIFICATION


(a) Except as otherwise provided herein, WCGI shall indemnify, defend and
hold harmless WC and its Affiliates and each of their respective directors,
officers, employees, and agents from and against any and all Indemnifiable
Losses arising out of or based upon Environmental Liability which is
alleged to be, or which is, directly or indirectly, caused by, related to
or a result of, the operation of the business of WCGI or any of its
Affiliates or the ownership of property by WCGI or any of its Affiliates;
and


(b) Except as otherwise provided herein, WC shall indemnify, defend and
hold harmless W ...