THIS AGREEMENT, made and entered into this 12th day of March, 2002, between the TOWN OF MAINE (hereinafter "Maine"), a municipal subdivision of the State of New York situate in Broome County, (Maine Town Hall, 12 Lewis Street, P.O. Box 336, Maine, New York 13802), the TOWN OF BARKER (hereinafter "Barker"), a municipal subdivision of the State of New York situate in Broome County, (151 Hyde Street, P.O. Box 66, Castle Creek, New York 13744), and the TOWN OF NANTICOKE (hereinafter "Nanticoke"), a municipal subdivision of the State of New York situate in Broome County, (755 Cherry Valley Hill Road, Maine, New York 13802), hereinafter collectively referred to as "Towns,"

WITNESSETH:

WHEREAS, in 1996 the Towns entered into an agreement (hereinafter "Host Community Agreement") with the County of Broome which, among other things, provides for Host Community benefits as part of the County's landfill continued operations in Barker and Nanticoke, and

WHEREAS, Stuart M. Pearis was appointed Deputy Town Attorney of the Town of Nanticoke on December 13, 2001, and it is anticipated that in that capacity he will perform legal services on behalf of the Towns in connection with issues relating to the Host Community Agreement and the Broome County Landfill, and

WHEREAS, the Towns wish to make provision for the sharing of the legal fees paid to Stuart M. Pearis as Deputy Town Attorney of the Town of Nanticoke, disbursements he incurs relating to the Host Community Agreement and the Broome County Landfill, and fringe benefits.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants hereinafter expressed, it is hereby agreed by and between the parties hereto as follows:

1.

It is understood that, from time to time, Stuart M. Pearis will be submitting vouchers to Nanticoke for payment of the legal fees and disbursements reimbursement to which he is entitled in connection with his services as Deputy Town Attorney of the Town of Nanticoke. It is further understood that as compensation for his services as Deputy Town Attorney of the Town of Nanticoke, Stuart M. Pearis, as an officer of the Town of Nanticoke, shall be paid a salary by Nanticoke at the rate of $145 per hour for each hour of services he performs on behalf of the Towns in connection with the Host Community Agreement and Broome County Landfill issues. It is also understood that (a) all such salary payments to Stuart M. Pearis shall be made on the payroll method, (b) all of such payments shall be subject to payroll withholdings, (c) Nanticoke shall make social security and Medicare contributions in connection therewith, and (d) Nanticoke shall take all of those salary payments into account in making calculations and contributions on behalf of Stuart M. Pearis for purposes of the New York State Employees Retirement System.

2.

Nanticoke shall make payments directly to Stuart M. Pearis for the legal fees to which he is entitled in connection with his services as Deputy Town Attorney of the Town of Nanticoke and the disbursements he incurs in connection therewith.

3.

Maine and Barker hereby agree to make payments to Nanticoke to reimburse Nanticoke for (a) the salary payments it makes to Stuart M. Pearis for legal services he performs as Deputy Town Attorney of the Town of Nanticoke, (b) disbursements he incurs relating to the Host Community Agreement and the Broome County Landfill located in the Towns of Nanticoke and Barker, and (c) fringe benefit payments. The legal fees and fringe benefit payments shall be shared by the Towns in accordance with the following formula: Town of Maine 25%, Town of Nanticoke 37 1/2%, and Town of Barker 37 1/2%; and disbursements shall be shared equally by the Towns.

4.

Nanticoke shall, from time to time, send vouchers to Maine and Barker for the appropriate share of legal fees, disbursements, and fringe benefit payments payable, respectively, by Maine and Barker. Maine and Barker shall make appropriate payments to Nanticoke after the Town Boards of the Towns of Maine and Barker have respectively audited those vouchers and approved them for payment.

5.

No waiver of any breach of any condition of the Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same.

6.

A.

The Supervisor of the Town of Maine has executed this Agreement pursuant to a Resolution adopted by the Town Board of the Town of Maine, at a meeting thereof held on January 8, 2002. Theodore T. Woodward, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an agreement on behalf of the Town of Maine.

B.

The Supervisor of the Town of Barker has executed this Agreement pursuant to a Resolution adopted by the Town Board of the Town of Barker, at a meeting thereof held on March 11, 2002. Lois Dilworth, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an agreement on behalf of the Town of Barker.

C.

The Supervisor of the Town of Nanticoke has executed this Agreement pursuant to a Resolution adopted by the Town Board of the Town of Nanticoke, at a meeting thereof held on January 10, 2002. John D. Roat, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an agreement on behalf of the Town of Nanticoke.

7.

This instrument shall be executed in quadruplicate. At least one copy shall be permanently filed, after execution thereof, in the offices of the Town Clerks of the Town of Maine, the Town of Barker, and the Town of Nanticoke.

8.

The law of the State of New York shall govern all questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement.

9.

This Agreement may not be amended or modified in any respect except by a writing signed by the party to be charged with such amendment or modification.

10.

This Agreement constitutes the entire agreement among the parties hereto regarding the subject matter hereof and supersedes all prior agreement (written or oral) which may have related in any way to the subject matter hereof.

IN WITNESS WHEREOF, each Town has caused its corporate seal to be affixed hereto and these presents to be signed by its Supervisor, duly authorized to do so, on the day and year first above written.