1) Subscriptions

The administrative costs of the Association shall be financed by means of an annual subscription fee relating to each annual period commencing on 1 April, which shall be the sum of £1,200 per member of the Association or such sum as may be decided by a simple majority vote of the members from time to time of the Association ("the Members").

2) Objects

The objects of the Association are:

(a) The collection and distribution among the Members of technical information relating to waste management facilities.

(b) The appointment by competitive tender from time to time of one or more consultants (individually and collectively referred to as "the Consultant") to audit qualitatively waste management facilities which may be used by some or all of the members of the Association with a view to avoiding multiple audits and thereby reducing audit costs.

(c) The sharing of costs incurred in the preparation of waste management facilities audits by the Consultant.

(d) Encouraging and assisting the Members to fulfil their obligations under the duty of care contained in section 34 of the Environmental Protection Act 1990 and subsidiary legislation.

(e) The development of waste management training courses.

3) Meetings

3.1 The Association shall meet at least once in each year between the beginning of April and the end of March on such date or dates and at such venue or venues as may be agreed by a simple majority of the Members and the Secretary of the Association ("the Secretary") shall give at least 21 clear days' notice in writing to each Member. Minutes shall be taken by the Secretary who shall enter a record of all proceedings and resolutions in a Minute Book(which may be kept in electronic form) and circulate copies to Members.

3.2 The quorum at a meeting of the Association shall be a simple majority of the Members and in the case of any committee appointed under clause 6 shall be three..

3.3 Any four Members may requisition a meeting of the Association in addition to the meetings referred to in rule 3.1 by giving written notice to that effect to the Secretary who shall convene a meeting in accordance with the procedure in rule 3.1, except that the date and venue of such a meeting shall be decided by the Secretary after consulting the Members making the requisition.

4) Admission of Members

Admission of new Members to the Association shall be by election of the existing Members by simple majority vote. Having regard to the objects of the Association, new Members shall only be considered for election having regard to the following criteria:

(a) The prospective new Members have waste streams similar to those of the existing Members and thus use or could use the same waste disposal facilities;

(b) No prospective new Member shall be admitted to the Association who has significant interests in the business of waste handling, treatment or disposal. In deciding what is significant, account shall be taken of the proportion of the prospective new Member's interest in the waste industry in relation to (a) overall turnover of the group or company applying for membership and (b) the value of trade of the waste industry as a whole;

(c) No prospective new Member shall be admitted which has statutory functions of regulation of the waste industry; and

(d) Applicants for membership shall complete a membership application in the form agreed by the Committee (as defined in rule 6.1) which shall require details of the applicant's interests in the waste industry.

5) Benefits and Obligations of Membership

5.1 Immediately upon the election of a new Member notice thereof shall be given to it in writing and that Member shall be provided with a copy of these Rules and a request to remit to the Secretary the Association's then current annual subscription fee. Upon payment of such fee it shall become a Member and be entitled to the benefits of membership and be bound by these rules.

5.2 Each Member must declare in writing to the Secretary forthwith any changes in its interests in the business of waste handling, treatment or disposal.

6) The Committee and Members' Representatives

6.1 The management of the Association (except as otherwise provided by these rules) shall be delegated to a committee of one representative from each of such number of Members as shall be decided from time to time by the Members who shall be elected to hold office for a two-year term on a renewable basis ("the Committee"). The first Committee shall consist of the representatives of the five Founder Members of the Association.

6.2 Each Member of the Association shall be entitled to vote for such number of candidates for the committee as has been decided in accordance with clause 6.1 (“the Committee Maximum”). The candidates equivalent to the Committee Maximum who receive most votes shall be declared elected and in the case of two or more candidates receiving an equal number of votes then a random selection shall be made by the Secretary as between such candidates.

6.3 Any vacancy on the Committee shall be filled until the following election by the unsuccessful candidate with the highest number of votes in the last election held in accordance with clause 6.2. In the case of two or more such candidates receiving an equal number of votes, a random selection shall be made by the Secretary as between them.

6.4 In the event of a representative of a Member resigning or otherwise leaving the Member's organisation, he or she shall immediately cease to be the representative of the Member, (and, if applicable, a member of the Committee) unless the Member notifies the Secretary to the contrary in writing. In such a case, continued membership of the Committee shall be subject to approval by a majority of the remaining members of the Committee.

7) The Secretary

The Secretary shall be appointed under an agreement in the form attached at Appendix I (“the Secretariat Agreement”) by the Members of the Association on an annual basis or for such other period as the Members may agree. The Members may agree that the Secretariat Agreement may be signed on behalf of the Members of the Association by the Members of the Committee.

8) The Consultant

The Consultant shall be appointed under an agreement in the form attached at Appendix II by a simple majority vote of the Committee on such basis as may be agreed from time to time by the Association in a meeting convened in accordance with rule 3.

9) Voting at Meetings

Except as stated otherwise in this Agreement in all matters relating to the Association, the Members attending each meeting shall act by a simple majority vote of those present and entitled to vote.

10) Auditing of Waste Facilities

Each Member shall be entitled to propose waste facilities to be audited on behalf of the Association by providing details of the facility to the Secretary, provided that no facility belonging to a Member shall be audited on behalf of the Association.

11)

Upon receipt of any proposal under rule 10 the Secretary shall circulate it to all Members and any Member wishing to participate in that audit of that facility ("Participating Member") shall notify the Secretary. The costs of the audit shall be borne equally by the Participating Members and the results of the audit shall be available only to Participating Members

12)

The costs apportioned as above of each audit shall be agreed with the Consultant and the Participating Members having regard, inter alia, to the number of Participating Members and the numbers and types of sites to be audited by the Consultant during the term of its appointment by the Association.

13)

Where a Member wishes to gain access to an audit report in relation to which he is not a Participating Member ("Paying Member"), it may do so by paying to the Association a sum equal to the amount paid by each individual Participating Member. However, the Committee may decide to reduce the sum payable by a Paying Member to such sum as may appear appropriate in the case of an audit report which is more than two years old.

13a)

Each Participating Member shall at the request of any Paying Member assign, wholly and without limitation, to the extent permitted by law, to the Paying Members and Participating Members its copyright design right and all other intellectual property rights of like nature in all countries in all drawings, reports, photographs, design documents, models, software (whether in object or source code form), specifications and other goods and documents and in any patents, trade or service marks, design which come into being as a result of the service provided by the Consultant and any other products of such service to hold to the Participating and Paying Members as tenants in common legally and beneficially in equal shares.

14) Confidential Information

14.1 During the course of discussions between the Members each Member might acquire information of a confidential nature relating to the others' waste management arrangements (such information, when clearly designated as confidential, being hereinafter referred to as the "Information"). Each Member undertakes to use the same care to avoid disclosure, publication or dissemination of the Information as it uses with its own confidential information and to use the same solely for the purpose of enabling it to decide whether or not to participate in any proposed audits by the Consultant.

14.2 The minutes of all meetings of the Association, including (without prejudice to the generality of the foregoing) any meeting of the Committee shall constitute Information for the purpose of clause 14.1.

14.3 Subject to rules 14.4 and 14.5 below each Member shall hold any audit report prepared by the Consultant in strict confidence and, unless otherwise agreed by the Members, disclose the same only to employees and Associates within their own organisation and independent consultants engaged by any Member in connection with its waste management activities and then only on the same terms of secrecy as are contained in these Rules. "Associates" shall mean any company wholly owned by a Member.

14.4 The undertakings contained in rules 14.1, 14.2 and 14.3 above shall not apply to any of the Information or any part of the audit reports that:

(i) was known to the recipient prior to receipt; or

(ii) was independently developed by the recipient; or

(iii) is or becomes publicly available without breach of this Agreement; or

(iv) is rightfully received by the recipient from a third party entitled to disclose the same; or

(v) is required to be disclosed by law.

14.5 A Member may discuss the factual findings contained in any audit report with the waste facility audited therein.

14.6 Audit reports may only be disclosed to independent consultants in accordance with rule 14.3 if the consultants have prior to the disclosure signed a confidentiality letter in a form agreed by the Members.

15) Termination of Membership

Any Member may terminate its membership of the Association at any time provided that it gives 28 days written notice to the Secretary , terminates its participation in any agreements to be entered into by the Members with the Consultant or any other third parties and pays its share of all invoices for reports it has agreed to participate in and its share of other services rendered to and costs incurred by the Members to the date of such termination and upon such payment shall be entitled to receive and use any such reports subject to the obligations under rules 14.1 to 14.4 which shall continue despite such termination.

16)

If any Member breaches any of these Rules and (in the case of a breach capable of remedy) fails to remedy such breach within 28 days of notification in writing of the breach from the Secretary it shall be deemed to have terminated its membership of the Association. Such Member shall indemnify and hold harmless the other Members, their employees, directors, agents, successors and assigns from and against all costs, claims, demands, loss, damage, liabilities or settlement amounts directly arising out of or resulting from such breach but shall not be liable under such indemnity for loss of profits, business, revenue, goodwill, anticipated savings or other consequential loss or damage. In addition, such Member shall retain the same liabilities as if it had terminated its membership in accordance with rule 15.

17)

Any Member may be expelled by simple majority vote of the Members provided that the Secretary has given at least 28 days notice in writing to all Members of the proposal (which may be made to the Secretary by any Member in writing) to take such a vote and of the date, time and place at which it will be taken.

18)

Any Member shall, upon ceasing to be a Member of the Association, forfeit all rights to and claim to a refund of its subscription fee, except in the case of expulsion in accordance with rule 17 in which case a proportionate part of the subscription fee shall be refunded to him. For the avoidance of doubt, any Member who ceases to be a Member of the Association shall remain liable for any unpaid subscription fee whether relative to the current year or otherwise and for any other unpaid sums due to the Association.

19) Additions, repeals and amendments to the Agreement

19.1 This Agreement may be added to, repealed or amended by resolution of the Members provided that no such resolution shall be deemed to have been passed unless it is carried by a majority of at least three quarters of the Members except that in the case of additions, repeals or amendments to rules 4(a) to (d) such resolution shall be deemed to be passed if it is carried by a simple majority of the Members.

19.2 Any alteration of this Agreement shall be proposed in writing to the Secretary not less than 28 days before the meeting is convened at which the alteration is to be brought forward. At least 21 clear days' notice in writing of such a meeting, setting forth the terms of the alteration proposed shall be sent by the Secretary to each Member.

20) Appointment of Auditors

The Association will at its first meeting and thereafter annually appoint independent auditors to carry out an annual audit of the Association's financial affairs.

21) Financial Matters

21.1 The Association will open a bank account in the name of the Association and will ensure that cheques may only be drawn on the said account or funds withdrawn from the said account by authorisation of the Secretary.

21.2 All money raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose provided that nothing contained in these rules shall prevent the payment in good faith of reasonable and proper remuneration to any of the Association's financial, legal or other advisers or the repayment of reasonable out of pocket expenses of Members or their representatives.

22)

All sums payable by the Members to the Association (including but not limited to the Consultant's fees and the Secretary's fees) shall be paid within 30 days of receipt by the Member of the relevant invoice.

23) Void or Unenforceable Rules

If any of these rules are held to be void or unenforceable by operation of law the parties hereto agree to replace any such void or unenforceable rules by valid and enforceable rules which will achieve, to the fullest extent possible, the purposes of the Association.

24) Termination of the Association

The Association shall be terminated at a meeting of the Association by a simple majority vote of the Members on a resolution to that effect or automatically when there are no more than three persons who would be Members except for this provision.

25)

In the event of termination of the Association, the assets held on behalf of the Association shall after the satisfaction of any proper debts and liabilities be given to a charity to be nominated by a majority of those who were Members immediately prior to such termination and in default to a charity nominated by the Chairman of the Council for the time being of the Royal Society of Arts.

26)

In the event of the termination of the Association, the liabilities of those who were Members immediately before such termination shall be the same as if they had terminated their membership in accordance with rule 15 and for the avoidance of doubt rules 14.1-14.4 shall continue to bind such former Members despite such termination.

APPENDIX 1 - FORM OF SECRETARIAT AGREEMENT

THIS AGREEMENT made and entered into effective as of the 5th day of April 1993 by and between the companies listed as signatories to this Agreement (hereinafter referred to individually and collectively as the “Company” or the “Companies”) and EAG Limited of 11 Kingsway London WC2B 6YE (hereinafter referred to as the “Secretary”).

WITNESSETH

WHEREAS:

(a) the Companies have joined together into an association called the Waste Facilities Audit Association (the “Association”) for the purpose of evaluating hazardous waste management facilities and perform related activities; and

(b) the Companies desire to retain a Secretary to co-ordinate such activities on the Companies’ behalf; and

(c) the Secretary has represented to the Companies that it has expertise in such matters;

(d) the Companies desire to make use of the Secretary’s expertise upon the terms and conditions hereinafter set forth; and

(e) the Companies enter into this Agreement for their own benefit and for the benefit of any other company which joins the Association during the term of this Agreement.

NOW THEREFORE in consideration of the premises and of the mutual covenants hereinafter set forth, the parties hereto mutually agree as follows:

1) TERM

This Agreement shall be for a term beginning [ ] and terminating in accordance with clause 11.1 of this Agreement.

2) SERVICES AND COMPENSATION

2.1 The Secretary, as an independent contractor, shall perform the services set forth in Schedule A and activities related thereto as directed by the Companies. The Secretary agrees that services rendered hereunder will only encompass co-ordinating and administering the joint activities undertaken by the Companies in evaluating waste management facilities and related activities (the ”Joint Activities”). This Agreement shall not prohibit and does not apply to other services rendered by the Secretary to one or more of the Companies; except that the Secretary is expressly prohibited from independently conducting or participating in any evaluation of a hazardous waste disposal facility and initiating communications with or making recommendations on whether or not to use any hazardous waste disposal facility that is to be evaluated by the Companies (whether or not such evaluation is conducted on behalf of one or more of the Companies) without the express written consent of the Companies.

2.2 In consideration of the proper performance by the Secretary of its obligations under this Agreement, the Companies shall pay the Secretary, as full and complete compensation, in accordance with the fee schedule attached hereto as Exhibit B and each Company shall only be liable to pay its share of the fee as set out in Schedule B.

2.3 In addition, the Companies shall reimburse the Secretary for reasonable out-of-pocket expenses (transportation, hotel, meals, etc.) necessarily incurred by the Secretary in connection with any trip made at the Companies’ request. Travel expenses will be billed at a cost plus a five (5) percent general and administrative fee.

2.4 Total payments for fees and expenses incurred in providing services hereunder shall not exceed the amount set forth in Schedule B without the prior written consent of the Companies.

2.5 The Companies shall share equally the fees and expenses incurred by the Secretary with respect to Joint Activities. The Secretary shall provide monthly valid VAT invoices to the Association covering fees and expenses incurred hereunder during the preceding calendar month. The Association shall arrange payment by the Companies within forty-five (45) days of receipt of the Secretary’s invoice.

2.6 Upon request, the Secretary shall provide additional reasonable documentation of any charges included in its invoice(s) to the Companies. The Companies may withhold from any payment to the Secretary an amount necessary to settle any claims the Companies may have against the Secretary.

3) CONFLICTS OF INTEREST

The Secretary hereby warrants to the Companies that no conflicts of interest exist as a result of the Secretary’s performance of services hereunder. If any possible conflicts exist or thereafter arise, the Secretary shall immediately fully disclose, in writing, such conflicts to the Companies and shall exercise its best efforts to resolve any such conflicts to the Companies’ satisfaction.

4) PROPRIETARY INFORMATION OF OTHERS

The Companies hereby state that they do not desire to acquire from the Secretary any secret or confidential know-how or information which the Secretary may have acquired from others, including any Company that is a party to this Agreement. Accordingly, the Secretary represents and warrants that the Secretary is free to divulge to the Companies without any obligation to, or violation of any right of others, any and all information, practices or techniques which the Secretary will describe, demonstrate, divulge or in any other manner make known to the Companies during its performance of services hereunder. The Secretary will not (nor will any Company request the Secretary to) participate in any arrangement for the exchange of information between any companies other than information of a technical nature and information which is necessary for the functioning of the Association.

5) RECORDS AND INFORMATION

5.1 The Secretary covenants that all records ad copies of records, reports prepared by a Company or for a Company by others, waste disposal transaction data, specifications, drawings, prints and other data relating to each Company’s operations, investigations and business, made or received by the Secretary at any time are and shall be such Company’s property exclusively, and the Secretary shall keep the same at all times confidential and in its custody and subject to its control, and shall surrender the same at any time upon the Company’s request or at the termination of this Agreement.

5.2 The Secretary recognises that the Companies have commissioned and will commission Waste Management Facility Audit Reports (“Reports”). The Secretary agrees not to disclose the Reports to any company that is not a Member of the Association. The Companies shall make available to the Secretary agreements entered into among the Companies and between the Companies and other third parties for the evaluation of waste management facilities and related activities. The Secretary agrees to become familiar with the terms and conditions of such agreements and to abide by the terms of such agreements and hereby warrants that it will not take any action that would place any Company in breach of any such agreement and will indemnify the Company against any and all liabilities, costs, claims, expenses or proceedings arising out of any breach of this warranty.

5.3 Any other information and knowledge divulged in confidence to the Secretary by any Company or which the Secretary acquires or has acquired in confidence from any Company in connection with or as a result of the services rendered hereunder shall be treated as confidential. Without limiting the generality of the foregoing the Secretary covenants as follows:

5.3.1 unless and until published, all features of the compounds, compositions, formulations, apparatus, processes and application methods heretofore or hereafter used or developed by any Company are and shall be the trade secrets of such Company;

5.3.2 the Secretary shall not use or disclose any such information, knowledge or trade secrets to any person, either during or for a period of seven years after the period of this Agreement, except as otherwise authorised by the Company from which such information is received;

5.3.3 all specifications, drawings, prints, descriptions and other data and all knowledge or information involving know-how, trade practices or trade secrets supplied by any company to the Secretary shall be treated as confidential; and

5.3.4 no special features or design or construction peculiar to such specifications, drawings, prints, descriptions or other data, and no such know-how, trade secrets or practices shall be incorporated by the Secretary in orders or projects or otherwise, or be used for any purpose.

6) DISCLOSURE OF WORK PRODUCT

All knowledge, data, specifications, reports, recommendations or other such information that has been or is obtained or made by the Secretary pursuant to the Secretary’s performance of services hereunder shall immediately become the property of the Companies and shall be disclosed to the Companies only, unless the Companies agree in writing, that any such knowledge, data, specifications, recommendations, reports or other information may be disclosed to a party or parties other than the Companies.

7) INDEPENDENT CONTRACTOR

In the performance of all services hereunder the Secretary:

7.1 shall be deemed to be and shall be an independent contractor and as such shall not be entitled to any benefits applicable to employees of the Companies;

7.2 shall comply with all applicable laws and regulations; and

7.3 shall have sole responsibility for the payment of all applicable governmental taxes and for all employment and disability insurance, Social Security and other similar taxes.

8) SECRETARY’S WARRANTIES AND COVENANTS

The Secretary warrants and covenants that all services performed hereunder and the work product resulting therefrom shall be safely, lawfully, efficiently and properly performed and of good workmanship in accordance with the best standards generally accepted at the time of performance for such services and work products. Notwithstanding any other provision of this Agreement, no review and/or failure to review by the Companies of any of the Secretary’s procedures, methods or other work product shall operate to relieve the Secretary of this obligation.

9) INDEMNIFICATION

9.1 The Secretary shall indemnify and hold the Companies, their employees, agents, directors, successors and assigns, harmless from any and all loss, damage, claims, costs, attorney fees, reasonable settlement costs, fines, penalties and demands on account of personal injuries (including death), property damage (public or private) or any other cause whatsoever, arising out of any breach of this Agreement or any warranties or covenants of this Agreement or arising out of any negligence or wilful act or omission of the Secretary.

9.2 The Secretary shall indemnify and hold the Companies, their employees, agents, directors, successors and assigns, harmless from any and all loss, damages, claims, costs, attorney fees, reasonable settlement costs, fines, penalties and demands on account of personal injuries (including death) to the Secretary, its employees and agents, or loss of or damage to its employees, agents or its property, arising out of or resulting in any manner from or occurring in connection with the Secretary’s performance of services hereunder except for instances involving a Company’s gross negligence or wilful act or omission.

9.3 Each Company shall indemnify and hold the Secretary harmless (including reasonable legal fees) from and against any claims or liabilities arising from the actions of such Company or any Consultant retained by the Companies to prepare Reports. Notwithstanding the foregoing, Companies shall have no obligation whatsoever under this paragraph if any claims or liabilities result from the Secretary’s gross negligence, wilful act or omission, or material breach of this Agreement.

10 SUBCONTRACTORS AND ASSIGNMENT

10.1 The Secretary shall not arrange for others to act for the Secretary or perform any services for the Secretary without the prior written consent of each of the Companies. The Secretary shall also not subcontract, assign nor transfer this Agreement nor any part thereof nor any monies due or to be due hereunder to its subsidiary, parent or other business unit or related entity, or to any other person or entity. Any purported subcontracting, assignment or transfer made without the Companies’ prior written consent shall be null and void.

10.2 Any purported subcontracting, assignment or transfer made by the Secretary, without the prior written consent of the Companies shall confer on the Companies an immediate, unqualified right of termination of this Agreement.

11 TERMINATION

11.1 All the Companies may terminate this Agreement at any time without cause upon thirty (30) days’ written notice to the others of such termination. The Secretary may terminate this Agreement at any time upon six (6) months’ written notice to each Company. If the Secretary’s services are terminated at any time, the Companies shall have no obligation or liability whatsoever except to pay the Secretary’s fees and expenses for all services actually and properly performed up to the effective date of such termination. Termination of this Agreement for any reason shall not defeat or affect the Secretary’s obligations under Paragraphs 5, 6 and 9 hereinabove.

11.2 Each Company may terminate its participation in this Agreement at any time; provided that it gives 30 days’ notice to the other parties hereto and pays its share of the Secretary’s fees and expenses for all services actually and properly performed up to the date of such termination. If any Company terminates its participation in this Agreement, the Agreement stays in effect as to the remaining parties.

12) NEW MEMBERS

In the event that the Companies decide to admit any new member(s) to the Association the Companies shall require such new member(s) to become a party to this Agreement and the parties hereto shall amend this Agreement accordingly.

13) ENTIRETY

This Agreement contains the entire Agreement and understanding between the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior discussions and writings with respect thereto. No modification or alteration of this Agreement shall be effective unless made in writing and signed by the parties hereto.

14) OTHER PROVISIONS

14.1 This Agreement shall be governed by and construed in accordance with the laws of England.

14.2 The terms and conditions of this Agreement shall have control over any work orders, quotations, purchase orders, or other written or oral communications between the parties.

14.3 No omission of a party to insist upon performance by the other party of any requirement(s) of this Agreement shall waive any later performance of such requirement(s) nor waive the performance of any other requirement(s).

14.4 Any notices or communications required pursuant to this Agreement shall be in writing and addressed to the parties at the addresses indicated on the signature page.

SCHEDULE A - THE SECRETARY - SCOPE OF WORK

Item Description

1 Scheduling meetings, conferences & technical seminars

2 Developing meeting/conference/seminar agendas, arranging guest speakers & venues

3 Preparation and circulation of meeting minutes to members and managing actions arising

4 Liaison with and coordination of Steering Group activities

5 Liaison with Associations retained lawyer & audit consultants

6 Managing Association’s Constitution/Member, Secretariat and Consultant Agreements and change management process

7 Managing allocation of audits among consultants

8 Managing the UK and European audit programmes (including member nomination and approval process) & auditing approval correspondence with waste management companies

9 Reviewing and distribution of draft audit reports to waste facilities

10 Reviewing and distribution of audit reports to members via the WFAA web site

11 Facilitating the development and maintenance of the WFAA waste facility audit questionnaire

12 Managing WFAA initiatives to develop more efficient ways of undertaking waste facility audits

13 Dealing with external and internal enquiries to the Association by prospective members, waste management companies and consultants

14 Promoting Association activities to potential new members and organisations

15 Developing, maintaining and updating the Access database of waste facilities, members’ contact details & audits undertaken

16 Management & storage of Association’s documentation and archive storage facilities (hard and soft copy electronic information)

17 Maintenance of Association essential documents and providing access to Steering Group via the WFAA web site

18 Facilitating consultant appointment process including preparation of tender documentation & co-ordinating approval by Steering Group and Members

19 Providing quarterly reports on the activities of the Secretariat including a breakdown of time and costs

20 Promoting the activities of the Association through articles published in trade and technical journals etc.

21 Preparation of Association marketing brochures and flyers

22 Management of the WFAA accounts including preparation of quarterly financial balance sheets for Steering Group approval

23 Liaison with organisation retained to manage the Association’s financial accounts (invoicing, accounting, liaison with external auditors and financial reporting) including Steering Group approval process

24 Preparation of WFAA invoices

25 Liaison with Association’s bankers

26 Highlighting financial concerns that need to be addressed by the Steering Group

27 Providing regular financial advice considered to be in the general interest of the Association

28 Monitoring and progressing invoice payments by members

29 Managing the Association’s web site including administration, hosting & waste facility SQL database information

30 Managing contracts with external organisations (Environment Agency)

31 Managing WFAA training programmes

32 Managing & maintaining Association’s software programme records (access data base and adobe acrobat document programmes)

SCHEDULE B - RATE SCHEDULE

The fee shall be negotiated from time to time.

APPENDIX II

CONSULTANT SERVICES AGREEMENT

This Agreement made and entered into effective as of the day of by and between the companies listed as signatories to this Agreement (hereinafter referred to individually and collectively as the "Company" or the "Companies") and ( ) (hereinafter referred to as the "Consultant").

WITNESSETH

WHEREAS

(a) the Companies have joined together into an association called the Waste Facilities Audit Association (the "Association") for the purpose of evaluating waste treatment, recovery and disposal facilities and to perform related activities; and

(b) the Companies desire to appoint a Consultant to provide advice and assistance in relation to the auditing activities of the Association; and

(c) the Consultant has represented to the Companies that it has expertise in such matters;

(d) the Companies desire to make use of the Consultant's expertise upon the terms and conditions hereinafter set forth; and

(e) the Companies enter into this Agreement for their own benefit and for the benefit of any other company which joins the Association during the term of this Agreement.

NOW THEREFORE in consideration of the premises and of the covenants hereinafter set forth, the parties hereto agree as follows:

1) SCOPE OF THE SERVICES

The Consultant undertakes to provide the Companies with the non exclusive services as more fully set out in Appendix A attached (and hereinafter referred to as "the Services").

2) CONSULTANT'S WARRANTIES AND COVENANTS

2.1 The Consultant warrants to the Companies that it has exercised and that it will continue to exercise in the performance of the Services such reasonable skill, care and diligence as may be expected of a properly qualified and competent waste management consultant experienced in carrying out work of a similar size, scope and complexity to that requested by the Companies and having regard to the waste facility ("the Waste Facility"). Notwithstanding any other provision of this Agreement, no review and/or failure to review by the Companies of any of the Consultant's procedures, methods or other work product shall operate to relieve the Consultant of this obligation.

2.2 The Consultant warrants that it has not been engaged by the present owner or operator of the Waste Facility which is the subject of the Services to audit such Facility within the period of 12 months immediately preceding the date of this Agreement.

2.3 The Consultant warrants that it has declared to the Companies any work which it has carried out on behalf of the present operator or operator of the Waste Facility which is the subject of the Services and any audit which it has carried out for any person of such Waste Facility.

3) SUB CONTRACTORS

The Consultant shall not sub contract any part of the Services without the Companies' prior written consent. Any such consent to sub contract shall not affect the Consultant's duties and obligations hereunder in relation to the services. The Consultant will ensure that it has an appropriate agreement with any such sub contractors sufficient to enable the Consultant to comply with the provisions of this Agreement.

4) CONSULTANT'S EMPLOYEES

For the purposes of this Agreement the word "Employee" shall mean any person who is wholly employed by the Consultant. Persons provided by the Consultant under this Agreement will be deemed to be Employees and will not for any purpose be considered employees or agents of the Companies.

5) CONSULTANT'S AGREEMENT WITH EMPLOYEES

The Consultant shall where necessary have an appropriate agreement with its Employees sufficient to enable the Consultant to comply with all the provisions of this Agreement, and shall, upon request by the Companies, furnish evidence that the Consultant has fulfilled his undertaking under this clause.

6) CONSULTANT'S RESPONSIBILITY FOR THE EMPLOYEES

The Consultant assumes full responsibility for the actions of its Employees in the performance of this Agreement, and shall be solely responsible for their supervision, daily direction and control, payment of wages, including withholding Income Taxes, National Insurance, pension contributions and premiums, contributions to medical and sickness schemes, holidays with pay, other contributions and any other outgoings for which the Consultant is liable at law to pay in respect of any such Employees.

7) SAFETY AND SECURITY

7.1 The Consultant and its Employees shall at all times whilst on the Waste Facilities' premises comply with all the Waste Facilities' safety and security regulations, rules and recommendations and, to the extent applicable to the Services, any statutory provisions, regulations and orders.

7.2 Whilst working on the Waste Facilities' premises the Employees may be issued with an appropriate Company pass which, if issued, must be worn in a visible position at all times whilst on any Waste Facility location.

7.3 If any Waste Facility Operator loans or supplies any material or equipment to the Consultant for the carrying out of the Services such material or equipment shall be at the Consultant's risk in respect of loss or damage thereto until returned to the Waste Facility Operator.

7.4 Any material or equipment which the Consultant brings onto any Waste Facility's premises for the purpose of carrying out the Services shall be in a good and safe condition and shall be at the Contractor's risk in respect of any loss or damage suffered thereto or caused thereby during the time that such material or equipment are on the Waste Facility's premises.

8) CONSULTANT'S CO ORDINATOR RESPONSIBLE

The Consultant shall appoint and notify to the Companies a co ordinator who will at no additional cost to the Companies supervise the Consultant's fulfilment of its obligations under this Agreement. In particular, the co ordinator will take remedial action in any questions or dispute relating to delivery or quality of the Services supplied under this Agreement. Such co ordinator shall have the authority to act as agent for the Consultant.

9) COPYRIGHT

9.1 All drawings, reports, designs, design documents, models, software (whether in object or source code form), photographs, specifications and other goods and documents supplied to any Company participating in an audit ("the Participating Company") by the Consultant in the provision of the Services or otherwise created as a product of the Services shall be and remain the property of that Participating Company.

9.2 The Consultant shall promptly disclose to each Participating Company only all literary, artistic or other material (including computer program material in any medium) relating to the audit in which they are participating, created or composed by the Employees in the performance of the Services.

9.3 Without prejudice to clause 9.1, the Consultant now assigns to each Participating Company, wholly and without limitation, to the extent permitted by law and where executory then by present assignment of future rights, its copyright design right and all other intellectual property rights of like nature in all countries in all such drawings, reports, photographs, design documents, models, software (whether in object or source code form), specifications and other goods and documents and in any patents, trade or service marks, designs and any other products of the Services To Hold to the Participating Companies as tenants in common legally and beneficially in equal shares. The Consultant agrees to give the Participating Companies all reasonable assistance and enter into such further assurances required to perfect this assignment.

9.4 The Consultant warrants and undertakes that the disclosure of such drawings, reports, photographs, specifications and other documents shall be made to the Participating Companies exclusively except as authorised by the Participating Companies in writing, and that it is the maker, author or designer and a qualifying or qualified person within the meaning of the Copyright Designs and Patents Act 1988.

10) CONFIDENTIAL INFORMATION

10.1 "Confidential Information" shall mean all information obtained by the Consultant from or disclosed to the Consultant by any Participating Company or the Waste Facility being audited whch relate to their past, present and future waste management arrangements and other business activities and the results of the Services performed by the Consultant, except such information as is previously known to the Consultant without any undischarged accompanying obligations to retain in confidence for any Participating Company, or is publicly disclosed either prior to or subsequent to the Consultant's receipt of such information.

10.2 During the term of this Agreement and thereafter, the Consultant shall hold all such Confidential Information in trust and confidence for each Participating Company and shall neither use such Confidential Information other than for the purpose of this Agreement, nor disclose by any means to any person any such Confidential Information except with the prior written authorisation of each Participating Company in writing.

10.3 In the event that any report relating to a waste facility used by any member of the Association (other than a report prepared by the Consultant) is supplied to the Consultant whether directly or indirectly by a member or officer of the Association, the Consultant shall ensure that no copy is made of the whole or any part of the report and that the report is returned immediately to the Secretary of the Association on demand and in any event no later than the date of completion of the Services in relation to that waste facility.

11) INDEMNIFICATION

11.1 The Consultant shall indemnify and hold the Companies, their employees, agents, directors, successors and assigns, harmless from any and all loss, damage, claims, costs, attorney fees, reasonable settlement costs, fines, penalties and demands on account of personal injuries (including death), property damage (public or private) or any other cause whatsoever, arising out of any breach of this Agreement by the Consultant or arising out of any negligence or wilful act or omission of the Consultant in the performance of his obligations under and in connection with this Agreement.

11.2 The Consultant hereby agrees that it has taken out and it will maintain with reputable insurers carrying on business in the [United Kingdom] from the date of commencement of the Services and for a period expiring no earlier than six years after the date of completion or earlier determination of the Services under this Agreement, professional indemnity insurance to provide cover without unusual or onerous conditions or excesses in respect of each and every claim which may arise out of the Services of not less than (£[2,000,000] [two] million pounds) provided always that the same is available at reasonable commercial rates of premium in the insurance market and that it will provide within 10 working days of the Companies request sufficient documentary evidence that such insurances are being properly maintained.

12)

In consideration of the proper performance by the Consultant of its obligations under this Agreement, the Companies shall pay the Consultant, as full and complete remuneration, a fee in accordance with the fee schedule attached hereto as Appendix B ("the Fee") and each Company shall only be liable to pay its share of the Fee as set out in Appendix B.

13) PAYMENT TERMS

The Consultant should address a valid VAT invoice to the Association which will arrange payment by the Companies within 45 days of receipt of the invoice (but for the avoidance of doubt the Association shall have no liability whatsoever for payment).

13a) Each Participating Member shall at the request of any Paying Member assign, wholly and without limitation, to the extent permitted by law, to the Paying Members and Participating Members its copyright design right and all other intellectual property rights of like nature in all countries in all drawings, reports, photographs, design documents, models, software (whether in object or source code form), specifications and other goods and documents and in any patents, trade or service marks, design which come into being as a result of the service provided by the Consultant and any other products of such service to Hold to the Participating and Paying Members as tenants in common legally and beneficially in equal shares.

14) LIMITATIONS OF PAYMENT

Payment shall not constitute an acceptance by the Companies of the quality of the Services provided under this Agreement, nor shall it impair the Companies' right to exercise any of their statutory, common law, or other contractual remedies of set off or other relief.

15) CONSULTANT MAINTAINS RECORDS

The Consultant shall maintain complete and accurate accounting records, in a form in accordance with standard accounting practices, to substantiate the Consultant's charges hereunder, and shall retain such records for a period of six years from date of final payment by the Companies of the relevant invoice.

The Companies shall have access to such records for purposes of approving payments or resolving disputes during normal business hours during the term of this Agreement and during the respective periods in which the Consultant is required to maintain such records as herein provided.

16) BANKRUPTCY

16.1 If the Consultant shall become bankrupt or insolvent or have a receiving order made against it or compound with its Creditors or commence to be wound up (not being a Member's voluntary winding up for the purpose of reconstruction or amalgamation) or have a Receiver or Administrator appointed over its business, the Companies jointly shall be at liberty either:

1. to terminate this Agreement forthwith by notice in writing to the other party or to the Receiver or Liquidator or to any person in whom the Consultant may become vested; or

2. to give such Receiver, Liquidator or other person the option of carrying out this Agreement subject to his providing a guarantee for the due and faithful performance of this Agreement up to a period to be agreed

17) ADVERTISING

The Consultant shall have no right to use any of the Companies' trademarks or trade names or to refer to the Companies directly or indirectly in connection with any product, service, promotion, or publication without the prior written consent of the Companies.

18) SURVIVAL FROM THIS AGREEMENT

The provisions of this Agreement shall continue to bind each party insofar as and so long as may be necessary to give effect to their respective rights and obligations hereunder and shall bind the parties and their legal representatives, successors, heirs and assigns.

19) ASSIGNMENT

Subject to the previous Clause, this Agreement shall be in all respects personal to the Consultant who may not assign its rights or obligations hereunder in any manner whatsoever, without the prior written consent of the Companies.

20) TERMINATION OF AGREEMENT

20.1 This Agreement may be terminated as follows:

1. by either party giving 30 days written notice to the other; or

2. by the Companies forthwith in the event of the Consultant failing to perform any of the Services to the satisfaction of the Companies after receipt of 14 days written notice to this effect from the Companies.

20.2 In the event of termination as aforesaid, the Companies shall (subject to any withholdings, deductions or set offs which the Companies are entitled to make) pay to the Consultant that part of the Fee which shall have accrued due prior to the date of such termination less the amount of any payments in respect of the Fee previously made by the Companies under this Agreement.

20.3 Upon any termination of the Consultant's engagement howsoever arising the Companies shall not be liable save as set out in clause 20.2 to the Consultant for any loss of profit, loss of contracts or other costs losses and/or expenses arising out of or in connection with such termination.

21) EFFECTIVE DATE

Notwithstanding the date of this Agreement it shall have effect as if it had been executed upon the actual commencement of the Services by the Consultant.

22) SOLE AGREEMENT

This Agreement constitutes the entire and exclusive statement of the Agreement between the parties and shall supersede all prior Agreements and understandings between the parties respecting the Services to be provided hereunder. This Agreement may not be varied or terminated orally by or on behalf of either party.

23) DISPUTES

Any dispute or difference arising from this Agreement shall be referred to the arbitration of a person to be agreed and on terms to be agreed between the parties to this Agreement or failing agreement, nominated by the President for the time being of the Institute of Civil Engineers.

24) APPLICABLE LAW

This Agreement shall be governed by the Laws of England and Wales.

AS WITNESS hands of the duly authorised signatories of the parties hereto the day and year first above written.

SIGNED for and on behalf of The Consultant

SIGNED for and on behalf of Waste Facilities Audit Association