RECITALS:

WHEREAS, on August 16, 2001, City and Contractor entered into an Agreement whereby Contractor would provide polymer flocculant, and related services, to City for operation of its Water Pollution Control Plant; and

WHEREAS, on November 30, 2001, both parties agreed to a First Amendment to the Agreement to allow for the utilization of new and better product developed as a result of ongoing product development at the Water Pollution Control Plant and a corresponding modification of the original pricing structure; and

WHEREAS, the parties now agree that a Second Amendment to said Agreement is advisable;

Now, therefore, the parties enter into this Second Amendment to Agreement:

AMENDMENT:

1. Paragraph 3 of the Agreement is hereby amended to read in full as follows:

Effective Date and Term. The effective date of this Agreement is August 1, 2001, and it shall terminate on July 31, 2007.

2. Paragraph 2 of the Agreement is hereby amended to read in full as follows:

Compensation. Effective March 1, 2003, City and Contractor agree that the price for materials purchased and sold under the terms of this Agreement shall be six percent (6%) less than the prices in effect prior to that date. The total not-to-exceed amount for the Agreement shall be Seven Million and no/100 Dollars ($7,000,000.00). Contractor shall submit invoices for all materials sold and delivered and all services rendered as specified in Exhibit "B."

 All other terms and conditions remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Agreement Amendment.