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Teaming Agreement Magnegas And Tetra Tech.

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1. This Agreement constitutes an initial understanding between Tetra Tech and MagneGas Corporation, both hereinafter designated at times jointly as "Participants" or individually as "Participant", in preparing a joint marketing and proposal ("Proposal") for the Department of Defense (DOD) and Department of Energy (DOE) and local municipalities ("Client") for refinery and product use at DOD, DOE, and municipal facilities ("Project").

2. Recognizing the complementary capabilities of each Participant, this Agreement is entered into to establish the Participants' mutual rights and obligations during the period of preparing, submitting and negotiating the Proposal, so as to result in a team for providing Client with the optimum combination of capabilities to achieve its Project objectives.


1. Tetra Tech shall act as prime contractor and will be the only party to this Agreement to submit a proposal to the Client and to negotiate a prime contract with the Client for this Project.

2. MagneGas Corporation shall assist in the preparation of the Proposal, as requested by Tetra Tech by supplying in a timely manner pertinent data including without limitation technical approach, understanding, resumes, facility information, company background and experience, necessary cost breakdown data, hour availability, required certifications and other special requirements of Client's described in the following paragraph. MagneGas Corporation shall reasonably support Tetra Tech in any written communications or presentations concerning the Proposal and the Scope of Work and shall be reasonably available for consultation with Tetra Tech during the course of negotiations concerning same.

3. The Scope of Work which Participant shall be responsible for assisting in preparation of the Proposal is described generally as follows:

b7 Determine client base for technology;

b7 Support Tetra Tech initiative meetings;

b7 Prepare briefing materials for DOD, DOE and other client base marketing efforts.


Tetra Tech will exert it best reasonable efforts toward the objective of awarding subcontracts to Magnegas Corporation the scope of work described above, subject to the conditions in Section 4 below.

4. The award of a Subcontract to Participant for the above Scope of Work is subject to the following conditions:

a. Award to Tetra Tech of a prime contract by Client for the Project.

b. Mutual agreement by Participant of the price and terms and conditions of the Subcontract.

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