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project manager and as many other professionals as are required to get the job done.
                         Administrative support exists on a corporate level and a department level.

                         Corporately, the Chief Executive Officer is responsible for the Company as a whole,
                         overseeing the technical operations  as  well as  administration, including financial
                         analysis and business development. The other Officers of Molzen Corbin include the
                         Vice  President  of  Civil  Engineering,  the  Vice  President  of  Water  Resources
                         Engineering,  the  Vice  President  of  Electrical  Engineering,  the  Vice  President  of
                         Regional  Offices,  the  Vice  President  of  Architecture,  the  Vice  President  of
                         Surveying, Vice President of Airports, and the Vice President / Chief Administrative
                         Officer.

                         The Administration consists of an Accounting Department, a Marketing Department
                         including a Marketing Coordinator and an Assistant Marketing Coordinator; a Grants
                         Administrator;  and  support  services  including  IT,  Word  Processing,  Records
                         Coordinator, Human Resources, Reception, and Office Assistants.

                         Departmentally, a Technical Department Administrator (TDA) operates under the
                         direction  of  the  Technical  Department  Leader  (TDL)  and  performs  department
                         administration and project administration within the technical department.

                         All  TDLs  hold  current  registration  certificates,  as  required  by  state  laws.
                         Engineers/Architects who have not yet attained professional registration work under
                         the direction of a registered professional until they qualify, by virtue of education
                         and experience, to obtain their own registration.  CADD Operators and Engineering
                         Technicians, who have specialized training in drafting, computation, and computer
                         operation and programming, also perform their duties under the direction of qualified
                         Engineers.

                  E.     PHILOSOPHY AND GENERAL POLICIES

                         Molzen Corbin strives to achieve and maintain recognition as a truly professional
                         service-oriented consulting firm.  Such recognition is sought amongst our peers and
                         competitors, as well as our clientele.  This is achieved by working to serve our clients
                         to the highest professional standard.  The guidelines which follow are essential to the
                         continued progress and success of our Company.

                         Professional Relations.  Molzen Corbin takes pride in the quality of work and spirit
                         of cooperation and professionalism that prevails among its staff.  Molzen Corbin
                         strives to treat all employees fairly and with respect for their individual capabilities.
                         To demonstrate this commitment, Molzen Corbin:

                         (a)     Employs and promotes on the basis of merit.
                         (b)     Maintains nondiscriminatory salary programs.

                                                            I-5

                                      inspired professionals defining excellence

                  “Nothing in this guidebook changes the “at-will” nature of employment with Molzen Corbin. This guidebook is not an exhaustive statement of all rights and
                  responsibilities of Molzen Corbin employees.  Employees are directed to ask Human Resources for additional information about matters addressed in this
                  guidebook. Furthermore, nothing in this guidebook shall prohibit or is intended to interfere with the exercise of Employee rights under Section 7 of the
                  National Labor Relations.”
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