AGREEMENT

= AGREEMENT

This Agreement is entered into this ____ day of May, 2008, between VSI Services, Inc. hereinafter referred to as the “Employer” and the International Brotherhood of Electrical Workers Local Union No. 465, herein referred to as the “Union” and is applicable for all contracted work for the San Diego Gas and Electric Company Advanced Metering Initiative Project.

This Agreement shall continue in ef= fect until the completion of the SDG&E AMI Project or until terminated by mu= tual agreement between the above parties.

= ARTICLE I – RECOGNITION

The Employer recognizes the Union as the sole and exclusive collective bargaining agent for all of the Employer’s Meter Service Technicians, employees installing, removing = and retrofitting gas and electric meters, as well as warehouse and clerical^{^[1]} employees, hereinafter called the Employees, working in all places where wo= rk is being performed or is to be performed by the Employer or by a person, fi= rm, or corporation owned or financially controlled by the Employer, excluding a= ll supervisors and guards as defined in the National Labor Relations Act (NLRA) and all other employees

= ARTICLE II – SCOPE OF WORK

2:1= This Agreement covers the warehousing, clerical, field removal, installation, and testing of electric and gas utility meters at San Diego Gas and Electric’s customer locations.

2:2= A Meter Service Technician may work alone on any job for which the Employer h= as trained the employee and has certified the employee to work on or near volt= ages of 240 volts or less. A Meter Service Technician will be trained in replacing single phase electric meters and replacing or retrofitting gas meters.

2:3= An Electric Meter Service Technician may work alone on any job for which the Employer has trained the employee and has certified the employee to work on= or near voltages of 240 volts or less. An Electric Meter Service Technician will be trained in replacing si= ngle phase electric meters and in retrofitting gas meters.

2:4= A Poly Phase Meter Technician may work alone on any job for which the Employer has trained the employee and has certified the employee to complete the wor= k of a Meter Service Technician as well as to replace electric meters greater th= an 240 volts and A or K base meters as provided in 2:6 below.

2:5= A Gas Meter Technician may work alone on any job for which the Employer has trained the employee and has certified the employee to complete the work. A Gas Meter Technician will be tra= ined in retro-fitting gas meters.

2:6= A or K base meter replacements shall be performed by qualified electrical wor= ker covered by this Agreement.

= ARTICLE III – UNION SECURITY

3:1= On the 31^st day following the effective date of this Agreement or on the 31^st day following the beginning of employment with the Employer, whichever is later, membership in the Union, or the payment of Ag= ency fees shall be required by each employee in the bargaining unit as a conditi= on of employment subject to the provisions of Section 8(a)(3) of the Labor-Management Relations Act, 1947, as amended.

3:2= For the first sixty (60) work days of employment, all new employees shall be on probation. During the probati= onary period of employment, the probationary employee shall work under the terms = and conditions and receive not less than the minimum rate of pay established in this Agreement, however, the Union will = not accept nor process a grievance involving the termination of an employee as = an unsatisfactory probationer during the first 60 days of employment. The Employer shall promptly notify= the Union in writing, typically within forty-eight (48) hours, of the hiring of any new employee.&= nbsp; Sixty (60) days following the effective date of this Agreement the Company will furnish the Union with a li= st of all employees hires for this project with hire date, classification and location of assigned headquarters.= Updated lists will be supplied at reasonable intervals upon request of the Local Union.

Union representatives shall have access to the Employer’s properties and wo= rk locations during business hours. This privilege shall not be abused, nor shall the Union interfere with normal work of the employees.

When consideri= ng new hires the Company will give first consideration to referrals from Local Uni= on 465.

3:3= The Employer agrees to deduct the Union monthly dues from the wages of each employee upon presentation of appropriate signed authorization. Such deductions shall be made from= the wages paid and shall be remitted within fifteen (15) days following the mon= th in which deductions were made to the Financial Secretary of the Union.=

The Union agrees to hold the Employer harmless from any action growing out of these deductions and commenced by any employee against the Employer and assumes f= ull responsibility for the disposition of the funds once they have been receive= d by the Local Union.

= ARTICLE IV – NO STRIKE – NO LOCKOUT

There will be no strike, refusal to work, slow-down, sit-down, picketing (excluding informational picketing), or boycott by the Union during the terms of= this Agreement. There will be no l= ockout on the part of the Employer during the term of this Agreement.

= ARTICLE V – WAGE RATES AND PAYMENT

5:1= No less than the wage rates in Appendix A shall apply for all work performed u= nder this Agreement. With the agre= ement of the Union, the Employer may establish performance incentives for any classification.

5:2= Employees may elect to have their paycheck deposited into a bank account, or mailed (using the United States Postal Service regular First Class Mail) to them.<= o:p>

&nb= sp; If reports are received by Monday, all direct deposits will be placed electronically to the employee’s bank no later than Thursday (for the prior week’s work). For employees that do not desire direct deposit, paychecks for all hours worked will be delivered no later than the Friday payday. Both payment methods are designed = for a Friday payday.

&nb= sp; For employees that choose direct deposit, their pay stub will be delivered no l= ater than the Friday payday.

5:3= The Employer reserves the right to establish, modify or discontinue a productiv= ity incentive plan during the term of this Agreement with sixty (60) days notic= e to the Union.

= ARTICLE VI – HOURS AND OVERTIME

6:1= Eight (8) consecutive hours shall constitute a workday, between the hours of 7:00= am and 6:00 pm, with an unpaid thirty (30) minute lunch break. Five (5) consecutive days, Monday through Saturday, consisting of forty (40) hours, shall constitute the norm= al workweek. Nothing in this Sec= tion guarantees that forty (40) hours of work each week will be available to all employees.

6:2= In the event employees are unable to work due to inclement weather conditions, holiday observance, or other circumstances beyond the control of the Employ= er, Saturday may be used as a make-up day at the straight time hourly rate if t= ime lost of five (5) hours or more was incurred. In cases of inclement weather, aff= ected employees shall receive a minimum of two (2) hours of work or “show-up” pay at their straight time rate.

6:3= In the event Saturday qualifies as a make-up day, the parties hereby agree that such make-up day will be scheduled and the Employer agrees to schedule work= to fulfill at least the lost time resulting from any of the acts specified in Section 6:2.

6:4= If 75% of the employees in a headquarters elect, the Employer may institute a workweek consisting of four (4) consecutive ten (10) hour days, Monday thro= ugh Friday, with an unpaid thirty (30) minute lunch break. In the event employees are unable = to work due to inclement weather conditions, holiday observance, or other circumstances beyond the control of the Employer, a make-up day may be scheduled on Friday and/or Saturday at the straight time hourly rate, it ti= me lost of five (5) hours or more was incurred. In such cases of inclement weather during a ten-hour workday, affected employees shall receive a minimum of th= ree (3) hours of work or “show-up” pay at their straight time rate.=

6:5= Consistent with efficient operations, the Employer will make reasonable efforts to distribute overtime equitably among qualified employees in a headquarters.<= span style=3D'mso-spacerun:yes'> There shall be no provision to tak= e time off in lieu of overtime pay. = All overtime and premium time shall be paid for as follows:

After ether eight (8) or ten (10) h= ours in a workday, based upon the employee’s regular working schedule, ove= rtime shall be paid at the rate of one and one-half time (1 ½) the regular rate of pay, except Sundays and holidays, which shall be paid at double the straight time hourly rate of pay, and make-up days paid at the straight time hourly rate up to the forty (40) hour workweek. On a regular workday, double time = will be paid after 12 hours of work.

6:6= There shall be no pyramiding of overtime rates and double the straight time hourly rate shall be the maximum overtime multiple for any hours worked.

6:7= The employee’s day shall start and end at a designated work location determined by the Employer. Employees shall be at that location, ready to go to work, at the sta= rt of their shift.

= ARTICLE VII – HOLIDAYS

7:1= Employees with six (6) months’ seniority shall be entitled to the following holidays off with pay when they fall on a workday:

&= nbsp; New Year’s Day (January 1^st)

&= nbsp; Washington’s Birthday (3^rd Monday in February)

&= nbsp; Memorial Day (Last Monday in May)

&= nbsp; Independence Day (July 4^th)

&= nbsp; Labor Day (1^st Monday in September)

&= nbsp; Thanksgiving Day (4^th Thursday in November)

&= nbsp; Day after Thanksgiving

&= nbsp; Day before Christmas (December 24)

&= nbsp; Christmas Day (December 25)

7:2 When = any of the above holidays falls on a Sunday, the Monday following shall be observe= d as a holiday.

&nb= sp; When any one of the above holidays falls on a Saturday, the holiday shall be observed on the same day that San Diego Gas and Electric observes the holid= ay.

7:3= An employee who is absent without a bona fide reason on the work day, either immediately preceding or following such holiday, shall not receive pay for = the holiday.

= ARTICLE VIII – VACATIONS

8:1= Employees covered by this Agreement shall be entitled to vacation pay as follows:

&nb= sp; After one (1) year of continuous service – 5 days

&nb= sp; After two (2) years of continuous service – 10 days

8:2= If a holiday occurs on a workday during an employee’s vacation, such employee shall be entitled to an additional day of vacation and shall be compensated for the holiday as such.

8:3= Vacations will be granted throughout the year. In the scheduling of vacations, consideration will be given to emplo= yee requests consistent with the operating needs of the Employer.

8:5= Service in the Company, for vacation purposes, shall be considered to have been sta= rted on anniversary date of employment. An employee will be eligible to receive vacation at that time. Vacation time will be based on a m= inimum of eighteen hundred (1800) hours worked in the preceding calendar year. If an employee works at least 900 = hours but less than eighteen hundred (1800) hours, the amount of vacation will be pro-rated and will be paid at the rate of pay at the time of receiving said vacation. <= /p>

= ARTICLE IX – HEALTH AND WELFARE INSURANCE

9:1= The Employer agrees to make available its standard medical insurance, dental insurance and life insurance plans to all employees the first of the month following 90 days of service who apply and meet all of the eligibility requirements established by the Employer’s Plan. The Employers benefit plan (includ= ing but not limited to the benefits provided, the insurance carriers, and the c= ost of participating in the benefit plans) may be changed at the discretion of = the Employer without negotiations with the Union. The Employer will give the Union n= otice of any changes and upon request will meet to discuss the changes.

Employees elec= ting medical coverage shall contribute a portion of the premium cost. The Employer shall contribute 75% = of the cost of employee only and 65% of the cost of family coverage medical premium cost.

Employees elec= ting dental insurance coverage are responsible for the full cost of the coverage= .

9:2= NATIONAL ELECTRICAL ANNUITY PLAN. (Formerly known as IBEW-District Ten- NECA Individual Equity Retirem= ent Plan). It is agreed that in accord with the IBEW-District Ten-NECA Individu= al Equity Retirement Plan Agreement entered into between the National Electric= al Contractors Assoc. and the International Brotherhood of Electrical Workers = on December 11, 1973, as amended, and now delineated as the NATIONAL ELECTRICAL ANNUITY PLAN AGREEMENT AND TRUST, that unless authorized otherwise by the NATIONAL ELECTRICAL ANNUITY PLAN ("NEAP"), the individual employer will forward monthly to NEAP'S designated collection agent an amount equal = to fifty cents ($.50) per hour worked, together with a completed payroll report prescribed by the NEAP. The p= ayment shall be made by check or draft and shall constitute a debt due and owing to NEAP on the last day of each calendar month, which may be recovered by suit initiated by NEAP or its assignee. The payment and the payroll report shall be mailed to reach NEAP not later than fifteen (15) calendar days following the end of each calendar mo= nth.

The individual Employer hereby accepts, and agrees to be bound by, the National Electrical Annuity Plan Agreement and Trust.

An individual employer who fails to remit as provided above shall be additionally subject to having his agreement terminated upon seventy-two (7= 2) hours notice in writing being served by the Union, provided the individual = employer fails to show satisfactory proof that the required payments have been paid = to the appropriate collection agent.

The failure of an individual employer to comply with the applicable provisions of the National Electrical Annuity Plan Agreement and Trust shall also constitute a breach of his labor agreement.

= ARTICLE X GRIEVANCE PROCEDURE

10:1 Any grievance which may arise between the Union, or any of its members, and the Company with respect to the interpretation or application of any of the ter= ms of this Agreement and with respect to such matters as the alleged discriminatory or arbitrary discharge or discipline of an individual employ= ee, shall be determined by the procedures set forth in the following sections.<= o:p>

10:2 As the initial step in the adjustment of a grievance, it shall be discussed by= the Union Shop Steward and the General Foreman. In the absence of the Shop Steward= , the grievance shall be taken up by the authorized Union Representative directly= with the General Foreman. The purp= ose of such discussion shall be to reach a satisfactory disposition of the grievan= ce.

&nb= sp; No grievance or complaint shall be considered unless it has been first present= ed within ten (10) working days of the alleged occurrence thereof, or the date= the employee or Union became aware of, or sh= ould have become aware of the incident which is the basis for the grievance.

10:3 If a grievance is not satisfactorily settled under Section 10.2, it shall be presented to the General Foreman in writing by the Union Representative. The General Foreman shall make his= reply in writing within ten (10) workdays after receipt to the Union Representati= ve filing the grievance. If the General Foreman either fails or refuses to reply to the grievance within ten (10) days after receipt of the grievance, the merits of the grievance shall= be considered as admitted and the demands of the party asserting the grievance shall be granted. The ten (10= ) day period may be extended by mutual agreement, and such agreement shall not be unreasonably withheld.

10:4 If a grievance is not settled satisfactorily under Section 10:3, it shall be presented in writing by the Union to the Company within ten (10) calendar days following receipt of the General Foreman’s reply, setting forth the following:

&nb= sp; (a)<= span style=3D'mso-tab-count:1'> A statement of the nature of the grievance and the facts upon which it is based.

&nb= sp; (b)<= span style=3D'mso-tab-count:1'> The Section or Sections of the Agreement, if any, relied upon as being applicab= le thereto.

&nb= sp; (c)<= span style=3D'mso-tab-count:1'> The remedy or correction which is desired.

&nb= sp; The Company shall reply within seven (7) calendar days after receipt, setting f= orth the Company’s position on the grievance.

&nb= sp; If the Company fails or refuses to comply with the time limits herein, the mer= its of the grievance shall be considered as admitted and the demands of the par= ty asserting the grievance shall be granted.&= nbsp; The seven (7) day period may be extended by mutual agreement.

10:5 If no satisfactory settlement is arrived at under 10:4, either party may, with= in twenty-one (21) days, request that the grievance be referred to arbitration= .

10:6 In the event the grievance involves an employee’s discharge or disciplin= e, the General Foreman’s reply in Section 15:2 must be made within ten (= 10) workdays. Under Section 10:4,= the Union must act within ten (10) calendar days and th= e Company must reply within ten (10) calendar days.&= nbsp; The penalty for failure or refusal to reply within the time limits stated herein shall be the same as stated in Sections 10:3 and 10:4.

10:7 In case of failure to agree to a settlement using Article 10:1 through 10:6, t= he matter in dispute shall be submitted within the next ten working days to a mediator from either the Federal Mediation and Conciliation Service or to t= he State of California Mediation and Conciliation Service, as jointly ag= reed upon by both parties. If the mediator fails to effect an agreement between the parties, then an arbitrat= or will be selected as set forth in 10:8.

10:8 The sole Arbitrator shall be selected through the American Arbitration Associat= ion and in accordance with the rules of the Association. The Association shall be directed = to submit a list of seven (7) names. A name will be selected from that list agreeable to both parties. The expense of the Arbitration sha= ll be borne equally by both parties. The Arbitrator shall without delay, hear the evidence and render his decision in writing, which shall be final and binding upon both parties for the duratio= n of this Agreement.

&nb= sp; The Arbitrator shall have no right to add to, subtract from, alter, amend or mo= dify any of the terms of this Agreement.

&nb= sp; The arbitration obligation shall not continue after contract expiration for mat= ters arising thereafter. The Emplo= yer and the Union shall each bear the expens= e of its own representatives and witnesses.&nbs= p; The expense of the third party shall be borne equally by the Employer and the Union.

&nb= sp; Time limits specified in this section may be waived by mutual consent of the parties.

= ARTICLE XI – MANAGEMENT RIGHTS

11:1 Subject only to the limitations imposed by this agreement, the Union recognizes that the entire management of operations covered hereby and the direction of the workforce is vested exclusively in the employer, including the right to schedule and assign work and working hours to the employees, to require efficient from the employees, of to set production standards, to hire, prom= ote, demote, transfer, and lay off because of lack work or discharge employees f= or just cause. The employer has the right to = make and enforce rules of conduct and safety, to install and maintain the most e= fficient machinery or equipment, and the right to cease operations.

&nb= sp; Both parties acknowledge that productivity of the workforce will be critical to = the successful completion of the Employer’s project.

11:2 It is the policy of the Company and Union n= ot to discriminate against any employee because of race, creed, sex, color, disability, or national origin.

11:3 The Employer shall have the right to obtain both pre-hire and post-hire backgro= und checks and to require both pre-hire and post-hire drug tests for all employ= ees covered by this Agreement. Al= l such tests and/or checks shall be paid for by the Employer. Employees are subject to post-acci= dent, “for probable cause” and, random drug testing in accordance wit= h U. S. Department of Transportation requirements and regulations.

11:4 The Employer reserves the right to contract out the work covered by this agreem= ent to a company that is signatory to this Agreement; provided however, such contractor may pay its employees bi-weekly and may substitute a Kaiser or comparable medical insurance plan in place of the benefit plan provided her= ein.

= ARTICLE XII – WORKING CONDITIONS

12:1 All tools shall be furnished by the Employer.&= nbsp;

12:2 A valid driver’s license shall be a condition of employment. Employees must notify the Employer immediately upon suspension of their driver’s license. Failure to do so shall constitute grounds for immediate dismissal.

12:3 All required uniforms shall be furnished by the Employer.

12:4 All required training shall be provided by the Employer and shall be conducted = on the Employer’s time.

12:5 Employees will be required to maintain acceptable standards for their personal appear= ance in both the shop and the field with respect to their clothing and grooming. <= /p>

12:6 Employees may be disciplined for expenses incurred by them in the use of vehicles and cellular phones for other than business reasons.

12:7 The Employer shall pay time for travel and furnish transportation from work location to job, job to job, and job to deployment center within the jurisdiction of the Local Union where the employee is assigned to work.

12:8 Employees who have completed their probationary period may request transfer to another headquarters. The Employer ag= rees to honor these requests, if an opening exists, based on seniority accrued w= hile working on S.D.G. & E. property, provided the staffing needs of the Com= pany shall not be impacted.

12:9 As used herein, seniority shall be defined as the employee’s length of continuous employment with the Employer.&n= bsp; In the event of a layoff or forced transfer in a given job classification and headquarters, the Employer will consider the work record, quality performance, productivity and seniority of the employees affected a= nd where other factors are sufficient, seniority shall prevail in selecting employees for layoff or forced transfer.

12:10 Employees may request promotion to a vacancy in higher paying classification. The Employer will consider the employee’s work record, quality performance, productivity and seniori= ty and where other factors are sufficient, seniority shall prevail in making t= he selection.

= ARTICLE XIII – SAFETY

13:1 It is the Employer’s responsibility to ensure the safety of its employees and their compliance with safety rules and standards and applicable law. Employees are subject to the Employer’s working rules, safety rules, disciplinary policy and subst= ance abuse policy.

13:2 When employees are riding in Employer vehicles, there must be a seat belt for ea= ch rider. Seat belt use is requi= red whenever the vehicle is in motion.

= ARTICLE XIV – SEPARABILITY

Should any provision of this Agreem= ent be declared null and void by any court of appropriate jurisdiction, such provision shall immediately become null and void, leaving the remainder of = this Agreement in full force and effect and the parties shall thereupon seek to negotiate substitute provisions which are in conformity with the applicable laws.

= ARTICLE XV – TERM

15:1 This Agreement shall take effect September 1, 2008 and remain in effect until Au= gust 31, 2012, unless the parties agree to amend at least 60 days prior to the expiration of the current agreement. If amended, the current agreement will remain in effect until a new agreement is negotiated and any wage increase will be applied retroactively= to the expiration date.

15:2 Changes can be made at any time, only by mutual consent. Any changes agreed upon shall be r= educed to writing and signed by both parties hereto.

Dated: ________________<= /span>

________________________________ __________________________________

John Hunter = &nb= sp; = &nb= sp; Gregory W. Holman

Business Manager = &nb= sp; = President

IBEW Local 465 = &nb= sp; = VSI Services, Inc.

_________________________________

Marty Hunter, Assistant Business Manager

_________________________________

Chris Simmons, President=

= APPENDIX “A”

= IBEW LOCAL 465 – VSI Services, Inc.

The following minimum wage rates sh= all be applicable for the term of this Agreement:

&nb= sp; = &nb= sp; = Effective &= nbsp; Effective &= nbsp; Effective &= nbsp; Effective

Classification= &= nbsp; &nbs= p; 9/1/2008 &= nbsp; 9/1/2009 &= nbsp; 9/1/2010 &= nbsp; 9/1/2011

Poly Phase Meter Tech $36.60&nb= sp; $37.88 &= nbsp; $39.21 &= nbsp; $40.58

Meter Service Tech &= nbsp; $28.07 &= nbsp; $29.05 &= nbsp; $30.07 &= nbsp; $31.12

Electric Meter Service Tech $23.99 &= nbsp; $24.83 &= nbsp; $25.70 &= nbsp; $26.60

Gas Meter Technician &= nbsp; $23.32 &= nbsp; $24.14 &= nbsp; $24.98 &= nbsp; $25.86

Warehouse Person = $22.00 &= nbsp; $22.77 &= nbsp; $23.57 &= nbsp; $24.39

Clerical = $15.00 &= nbsp; $15.53 &= nbsp; $16.07 &= nbsp; $16.63