MASTER SERVICES SUBCONTRACT AGREEMENT

Between Domson Engineering & Inspection Ltd. and Terratech Inc.

INTRODUCTION

This Master Services Agreement (MSA), effective January 1st, 2009, is made between Domson
Engineering & Inspection Ltd. (hereinafter known as “Buyer”) and Terratech Inc. (hereinafter known as
“Seller’). This Agreement shall govern Seller’s performance of services (hereinafter referred to as “Work”
or “services) as more fully described in Task Orders issued hereunder by Buyer pursuant to the terms of
this Agreement.

1. TASK ORDERS

This Agreement anticipates the execution of various written Task Orders in the form attached to and made
a part of this Agreement as Exhibit 1, Sample Task Order. Seller shall incur costs under this Agreement
only in the performance of Task Orders. Each Task Order will contain its own Statement of Work (SOW),
period of performance, schedule, Task Order type (e.g., time-and-materials or firm fixed price),
compensation provisions, project number, any special invoicing instructions, and any special provisions.
All Task Orders shall be subject to and governed by the terms and conditions of this Agreement.

Work performed under this Agreement will be in furtherance of work undertaken by Buyer under a prime
contract (“Prime Contract”) between Buyer and Buyer’s Client. As such, Seller shall be bound to certain
terms and conditions contained in the Prime Contract to the same extent as Buyer is bound to Buyer’s
Client under the Prime Contract. A copy of any such terms and conditions pertinent to Seller’s
responsibilities will be attached to and made a part of individual Task Orders. When a provision of this
Agreement contradicts a provision of the Prime Contract as attached to and made a part of a Task Order,
the more stringent provision shall control.

Buyer has no obligation to issue Task Orders hereunder and exclusivity of supply is neither implied nor
intended. Buyer is free to purchase the same or similar services from sources other than Seller.

Upon receipt of a request for a Task Order proposal, Seller shall submit to Buyer a proposal within the time
specified for its receipt. Seller is not authorized to commence performance prior to receipt of a fully
executed Task Order. Task Order proposals submitted by Seller shall be valid for ninety (90) days from the
date set forth for receipt of the proposal.

A request for a Task Order proposal does not constitute a commitment to purchase. Any costs incurred
prior to award of a Task Order are considered for the benefit of Seller and are incurred at Seller’s
discretion. Buyer assumes no liability for costs incurred by Seller to prepare a Task Order proposal.

After receipt of a Task Order proposal, Buyer reserves the right to conduct discussions with any or all
sources solicited. In Buyers sole discretion, Buyer reserves the right to award without discussions or cancel
the solicitation, and to award Work, in whole or in part, to any source.

Buyer will identify the Task Order type (e.g. firm fixed price or time-and-materials) in the Task Order
request for proposal. The Task Order is only valid and binding when signed by authorized contractual
representatives of both Buyer and Seller.

2. AGREEMENT VALUE

This Agreement has a zero-dollar value and has no funding associated with it. Compensation provisions
will be made a part of individual Task Order. Unless the price of an individual Task Order is modified in
writing by mutual agreement of the parties, Buyer is not obligated to compensate Seller beyond the Task
Order price established.
3. TERM

This Agreement shall be in effect until terminated by either party by providing not less than ten (10) days
advance written notice to the other party pursuant to the terms of this Agreement. The period of
performance of Task Orders will be defined in the Task Orders. Any Task Order issued during the effective
period of this Agreement and not completed within that period shall be completed by Seller within the time
specified in the Task Order.

4. INVOICES AND PAYMENT TERMS

Invoices may be submitted on a monthly basis to:

Domson Engineering & Inspection Ltd.

190 Wilkinson Road, Unit 11
Brampton, Ontario
L6T 4W3

Seller shall submit separate invoices for work performed under each Task Order. Invoices will clearly
reference the Agreement number and Task Order number. For each Task Order, invoices shall include the
“Amount Previously Billed” the “Amount of this Invoice” and the “Total Amount Billed to Date.”

Invoices may be submitted not more frequently than monthly. Final invoices must be submitted within 15
days of the end of the Task Order period of performance.

Payment on Seller’s invoices will be made within 15 days of Buyer’s receipt of payment from Buyer’s
Client when such payment includes payment for amounts properly invoiced by Seller. Buyers receipt of
payment from Buyer’s Client is a condition precedent to payment from Buyer to Seller. Seller`s right to
payment is contingent upon Buyer’s approval and acceptance of the Work, but payment shall not be
evidence of Buyer’s final acceptance of the Seller’s Work. Payment shall be subject to subsequent
adjustment for shortage and allowance for articles or services rejected. Seller agrees that payments owed to
Buyer for performance hereunder may be offset by amounts equal to what Seller owes Buyer under any
other contract arrangement between Buyer and Seller. This provision does not apply 1) where there are
contractual and/or regulatory restrictions on offsets or 2) where payment on amounts owed Buyer is due to
a reasonable dispute.

During the term of this Agreement or any Task Order, and for three years thereafter, Buyer and/or its
representatives shall have the right to conduct audits of Sellers records, financial or otherwise, to the extent
that they relate to this Agreement or any Task Order. Seller shall maintain all such records until the
termination of Buyer’s rights hereunder.

5. TECHNICAL AND CONTRACTUAL REPRESENTATIVES

Correspondence or discussions, which affect the price, schedule, terms and conditions, or SOW of any Task
Order, or the terms and conditions of this Agreement, shall be made with the Buyer’s authorized
contractual representative. No changes to this Agreement shall be binding upon Buyer unless incorporated
in a written modification to this Agreement and signed by Buyer’s contractual representative.

6. ASSIGNMENTS AND SUBCONTRACTS

This Agreement, including any Task Order issued hereunder, may not be assigned or lower-tier
subcontracts issued without the prior written consent of Buyer. This consent requirement shall not apply to
the purchase of standard commercial supplies or raw materials.
7. WARRANTY AND DEFECTIVE WORK CURE

All services shall be performed in a competent manner and shall reflect Seller’s best professional
knowledge, judgment and accepted industry practice. All articles, materials, work and services (hereinafter
the `Work`) shall at all times be subject to Buyer’s review and inspection; but neither Buyer’s review and
inspection nor failure to review or inspect shall relieve Seller of any obligation hereunder. If, in Buyer’s
opinion, the Work fails to conform to specifications or is otherwise defective or inadequate, upon notice to
Seller, Seller shall, at Buyer’s sole option, promptly replace, correct or re-perform same promptly and at
Seller’s expense. In the event that Buyer must re-perform or procure Work that has been deemed by Buyer
as inadequate or insufficient, Seller shall incur all expenses of such re-performance or procurement. No
acceptance or payment by Buyer shall constitute a waiver of the foregoing. Nothing herein shall exclude or
limit any warranties implied by law.

8. COMPLIANCE WITH LAWS

Seller agrees to fully observe and comply with all applicable local, province, and federal laws, regulations,
and orders pertaining to the Work.

9. INSURANCE

Without in any way limiting any of Sellers obligations, indemnities, or liabilities, Seller shall maintain at all
times the following minimum insurance at Seller’s expense; (a) Workers’ Compensation Insurance -
statutory limits, regardless of statutory exemption, (b) Employer’s Liability Insurance - limit of $1,000,000
each occurrence; (c) Commercial Automobile Liability Insurance - bodily injury and property damage
combined single limit of $2,000,000; (d) Commercial General Liability Insurance (including contractual
liability coverage) - bodily/personal injury and property damage - limit of $2,000,000 per occurrence; (e)
Professional Liability Insurance -$1,000,000 per claim - required if Seller will be professionally certifying
a work product (drawings, plans, permit applications, etc.) or performing professional services such as
surveying where an error or omission could affect the design of a project or impact a construction schedule;
(f) Pollution Liability Insurance - $1,000,000 per claim - required if Seller will be (i) performing testing
services and/or soil analysis which requires drilling beyond a depth of two feet or (ii) transporting or
hauling hazardous waste; and (g) MCS-90 Endorsement to General and Auto Liability - required if Seller
will be transporting or hauling waste material (regardless of classification). In addition, Seller shall name
Buyer (Domson Engineering & Inspection Ltd.) and Buyer’s client identified in the Task Order as
additional insured under the above (b), (c), (d), and (f) policies and so state on its certificate(s) of insurance.
Prior to beginning Work, Seller shall provide Buyer with a certificate(s) of insurance evidencing all
required coverage, and upon Buyer’s request; Seller will provide Buyer with a certified copy of Sellers
insurance policy (ies). The types and limits of insurance specified herein shall in no way limit Seller’s
liability under this Agreement.

10. STOP WORK OR TERMINATION FOR CONVENIENCE

Buyer may, at its sole discretion, stop the Work or terminate the Work for its own convenience at any
time. Where Seller is not in default hereunder, Buyer agrees to pay Seller for all work done in conformity
with the requirements of the Task Order up to the point when the Task Order is terminated.

11. DEFAULT

Time is of the essence in the performance by Seller of the Work. Buyer’s right to require strict performance
by Seller shall not be affected by any previous waiver, forbearance or course of dealing. If Seller breaches
any provision hereof or becomes insolvent, enters bankruptcy, receivership or other like proceeding
(voluntarily or involuntarily) or makes an assignment for the benefit of creditors, Buyer may, in addition to
any other rights it may have hereunder or by law without any liability to Seller, (I) terminate all or part of
this Agreement and/or any Task Order by giving Seller written notice and (ii) complete or procure the
completion of the performance of the Work at Sellers expense. In such event title to any of Seller’s work,
whether completed or partially completed, and all materials prepared, procured or set aside by Seller for
use in the Work, shall, at Buyer’s option, vest in Buyer. Buyer may enter Seller’s premises and remove the
same therefrom. Seller shall be liable to Buyer for all costs incurred by Buyer in completing or procuring
the completion of performance of the Work in excess of the price of the affected Task Order (whether or
not Buyer exercises its option hereunder).

12. DISPUTES

Any dispute arising hereunder shall first be resolved by taking the following steps where a successive step
is taken if the issue is not resolved at the preceding step: 1) by the technical and contractual personnel for
each party performing this Agreement, 2) by executive management of each party, 3) by mediation, 4) by
arbitration if both parties agree or 5) through a court system of competent jurisdiction. Notwithstanding the
dispute, Seller shall continue to perform its obligations, unless Buyer terminates or otherwise suspends
performance hereunder.

If a decision relating to the Prime Contract is made by the Buyer’s Client and such decision is also related
to this Agreement, said decision, if binding upon Buyer under the Prime Contract, shall in turn be binding
upon Seller with respect to such matter. If Buyer elects to appeal any such decision of the Buyer’s Client,
Buyer agrees to promptly furnish Seller with a copy of such appeal. Any decision upon appeal, if binding
upon Buyer, shall in turn be binding upon Seller. Pending the making of any decision, either by the Buyer’s
Client or on appeal, Seller shall proceed diligently with performance of this Agreement and any affected
Task Orders issued hereunder.

Seller agrees to provide certification that data supporting any claim made by Seller hereunder is made in
good faith and that the supporting data is accurate and complete to the best of Seller’s knowledge or belief,
all in accordance with the requirements of the implementing regulations, where applicable. If any claim of
Seller is determined to be based upon fraud or misrepresentation, Seller agrees to defend, indemnify and
hold Buyer harmless for any and all liability, loss, cost or expense resulting therefrom.

The prevailing party in any dispute shall be entitled to a reasonable sum for attorneys’ fees (including those
incurred prior to the action being filed), court costs and any costs incurred in enforcing a judgment or
settlement.

13. TAXES

Seller shall pay all sales, use, excise, gross receipts and other taxes, charges, and contributions now or
hereafter imposed in any way on the Work furnished hereunder or the compensation paid to persons
employed in connection with performance of the Work hereunder.

14. PROPRIETARY INFORMATION

All reports, drawings, plans or other documents (or copies) furnished to Seller shall be returned upon
completion of the Work. All reports, drawings, plans, or documents (or copies thereof) in any form
prepared by Seller hereunder are prepared for the sole and exclusive benefit of the Buyer. Seller agrees it
will keep confidential and not use any material, and documents (including but not limited to designs,
sketches, specifications, drawings, computer programs and software, or other data or information)
generated hereunder or furnished by Buyer for any purpose whatsoever other than as herein specified.

15. OWNERSHIP OF WORK PRODUCT

All technical data, evaluations, reports and other work products developed by Seller hereunder are Works
Made for Hire and are the property of Buyer and shall be delivered to Buyer upon completion of the Work,
Seller may retain copies thereof solely for its record keeping purposes. Buyer must first approve in writing
any publication of information directly derived from the Work performed or data obtained in connection
with services rendered hereunder.
16. PROPERTY

All property furnished to Seller by Buyer, shall be returned to Buyer in good condition, reasonable wear
only excepted, unless otherwise directed in writing by Buyer upon completion or termination of Seller’s
work. Property is to be marked for identification as Buyer may designate. Seller agrees to replace, at Seller
expense, all such items not so returned. Seller shall make no charge for any storage, maintenance or
retention of such property of Buyer. Seller shall bear all risk of loss for Buyer’s property in Seller’s
possession.

17. INDEMNIFICATION - DEFECTIVE COST OR PRICING DATA AND COST ACCOUNTING

STANDARDS

Seller agrees to indemnify and hold Buyer harmless to the full extent of any price or cost reduction effected
by Buyer’s Client, which may result from (i) the cost or pricing data submitted by Seller or its lower-tier
subcontractors, which is not accurate, current or complete as of the date submitted or certified by Seller; (ii)
the failure by Seller or its lower-tier subcontractors to disclose and consistently follow applicable cost
accounting practices and standards.

18. PATENTS INFRINGEMENT INDEMNITY

Whenever any invention or discovery is made or conceived by the Seller in the course of, in connection
with, or under the terms of the Agreement, the Seller shall immediately furnish to buyer complete
information thereon. Buyer shall have the sole power to determine whether or not and where a patent
application shall be filed and to determine the disposition of the title and the rights under any application or
patent that may result. The judgment of Buyer on these matters shall be accepted as final. Seller agrees that
it and its employees will execute all documents and do all things necessary or proper to carry out the
judgment of Buyer. Seller shall indemnify and defend Buyer and Buyer’s Client identified in the Task
Order against all claims, suits, liability, and expense alleging infringement of any patent, copyright,
trademark or licensing agreement, resulting from or arising in connection with the manufacture, sale,
normal use or other normal disposition of any article or material furnished hereunder. If the use or sale of
said item is enjoined as a result of such suit, Seller, at no expense to Buyer, shall obtain for Buyer and
Buyer’s Client the right to use and sell said item or shall substitute an equivalent item acceptable to Buyer
and extend this infringement indemnity thereto.

19. NON-WAIVER OF RIGHTS

Waiver by Buyer of any provision of this Agreement shall not constitute a waiver as to any other provision
and shall not affect the right to thereafter exercise any right or remedy in the event of any other default,
whether similar or not,

20. INDEMNIFICATION

Notwithstanding any other provision of this Agreement, the Seller shall indemnify, defend and hold the
Buyer and Buyer’s Client identified in the Task Order harmless from and against any and all liability,
claims, demands, damages, fees, fines, expenses, and costs of every kind and nature for injury to, or death
of, any and all persons (including, without limitation, employees or representatives of the Buyer, Buyer’s
Client, Seller, any subcontractor, or any other person or persons) and for damage to, or destruction or loss,
consequential or otherwise, of any and all property, real or personal (including without limitation, property
of the Buyer, Buyer’s Client, Seller, any subcontractor, or of any other person or persons), resulting from or
in any manner arising out of or in connection with the performance of the Work.

21. GENERAL RELATIONSHIP

Seller agrees that in all matters relating to this Agreement it shall be acting as an independent contractor
and shall assume and pay all liabilities and perform all obligations imposed with respect to the performance
of this Agreement. Seller shall have no right, power or authority to create any obligation, expressed or
implied, on behalf of Buyer and/or Buyer’s Client and shall have no authority to represent Buyer as an
agent.

22. GOVERNING LAW. VENUE, AND SEVERABILITY

Except as otherwise specified in a Task Order, this Agreement is to be governed by and construed in
accordance with the laws of the province of the Buyer’s office entering into this Agreement. Any action
instituted for the enforcement of this Agreement shall be resolved only in the federal or provincial courts of
the province of the aforementioned Buyer’s office. The prevailing party shall be entitled to a reasonable
sum for attorneys’ fees, court costs, and any costs incurred in enforcing said judgment In the event that any
of the provisions, portions, or applications of this Agreement are held to be unenforceable or invalid by a
court of competent jurisdiction, the parties shall negotiate an equitable adjustment in the provisions of this
Agreement with a view toward effecting the purpose of this Agreement. The validity and enforceability of
the remaining provisions, portions, or applications shall not be affected.

23. LIENS

Seller shall deliver the Work free and clear of any encumbrances and claims (“Liens”). Buyer may
withhold payment pending receipt of a complete Waiver and Release of Liens from Seller. If any Lien
remains unsatisfied after all payments are made, Seller shall reimburse Buyer for any and all costs and
expenses (including attorneys fees and court costs) incurred by Buyer in discharging such Lien.

24. PERSONAL INFORMATION

Pursuant to this agreement, Seller hereby authorizes Buyer to collect, use and disclose any Personal
Information gathered from the Seller, its employees, consultants and representatives for any reasonable
commercial or business purpose. Without limiting the foregoing, Seller specifically acknowledges that
Buyer may release such information to a Client. Seller confirms it has obtained a written consent from each
of its employees, consultants and representatives to authorize such collection, use and disclosure of
Personal Information by Buyer. Seller shall require any further subcontractors to obtain similar consents
from their employees, consultants and representatives. Buyer shall at all times use appropriate security
measures to protect such Personal Information against unauthorized use and disclosure.

25. ORDER OF PRECEDENCE

In the event of an inconsistency or conflict between or among the provisions of this Agreement, the
inconsistency shall be resolved by giving precedence to the stricter provision.

26. NON-COMPETITION

27. ENTIRE AGREEMENT

The terms and conditions set forth in this Agreement, including all documents incorporated herein by
reference, constitute the entire understanding of the Buyer and Seller. All previous proposals, offers, and
other communications relative to the provisions of this Agreement are hereby superseded. Any
modifications or revision of any provisions heretofore and any additional provisions contained in any
proposal, acknowledgment or other form of the Seller is hereby expressly objected to by Buyer and shall
not operate to modify the agreement.

In Witness Whereof, the duly authorized representatives of Buyer and the Seller has executed this
Agreement as of the date first shown above.