Teaming Agreement (2004)Full Document 

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                                TEAMING AGREEMENT
                          HI-ENERGY TECHNOLOGIES, INC.

THIS  AGREEMENT,  made this 4th day of  August,  2004,  by and  between  Siemens
Maintenance Services, LLC , a Delaware corporation (hereafter "MEMBER") and
Hi-energy  (hereinafter  "PRIME"),  and  collectively   hereinafter  called  the

                               W I T N E S S E T H

WHEREAS, teaming together and submitting proposals utilizing the combined skills
of the  parties  will  offer the  Client the most  advantageous  combination  of
capabilities to achieve Project objectives;

NOW,  THEREFORE,  in  consideration  of the  premises,  promises,  covenants and
agreements contained herein, the parties agree as follows:


1.1   The purpose of this Agreement is to facilitate  the joint effort  required
      to submit proposals to Clients in the interest of obtaining contracts.

1.2   Both parties will jointly respond to Clients Requests for Proposals. PRIME
      shall act as prime contractor with MEMBER acting as subcontractor.

1.3   The parties will work closely together and exchange business and technical
      information.  For this reason,  the parties agree to cooperate  fully with
      each other towards  fulfillment of the purpose set forth in Section 1.1 of
      this Agreement.

1.4   The parties will jointly devise a marketing  strategy and cooperate  fully
      in all proposal efforts.

1.5   Nothing  contained  herein is  intended  to  preclude  either  party  from
      independently  submitting proposals or from performing work not related to
      Teaming Projects.

1.6   In the event PRIME is successful in obtaining a contract for any Projects,
      PRIME acting as the prime contractor, will then award to MEMBER and MEMBER
      shall accept a mutually agreeable subcontract covering the work specified
      in Statement of Work.

1.7   Each party will assist the other,  as  necessary,  and will exert its best
      efforts in preparing any proposal.


2.1   PRIME  shall  take the lead and  shall  have  overall  responsibility  for
      preparing any proposal,  integrating  MEMBER'S data,  including submitting
      any  proposal  to a Client in a timely  manner,  and  negotiating  a prime
      contract. Provided, however, PRIME shall provide MEMBER with a copy of all
      bid,  proposal and prime  contract  documents  sufficiently  in advance of
      submission or  discussion  with Client to allow MEMBER and PRIME to review
      and coordinate the preparation of a mutually  acceptable  response to such

2.2   PRIME  shall bid on  Projects in good  faith,  in a manner  responsive  to
      Client's  technical  requirements  and  on the  basis  of  reasonable  and
      competitive pricing, provided Projects can be bid profitably.


2.3   PRIME will coordinate Client contracts and conferences.

2.4   PRIME will identify  MEMBER in the proposal as the proposed member for the
      Services/Supplies  specified.. All other services/supplies in any proposal
      to any Client shall be provided by and the responsibility of PRIME.

2.5   PRIME will  consult with MEMBER  regarding  MEMBER'S  technical  input and
      pricing; however, in the event of a disagreement,  MEMBER shall have final
      responsibility for a proposal's content with respect to products, services
      and pricing provided by MEMBER. All other services/supplies  necessary for
      Projects shall be the responsibility of PRIME.

2.6   PRIME shall  provide to MEMBER a complete and  accurate  copy of all final
      proposal and contract documents within a reasonable time after preparation
      or receipt by PRIME,  but in any event,  prior to  submission of the final
      documents to a Client.

2.7   PRIME shall bear its own proposal costs and expenses.

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