LETTER OF AGREEMENT

between

Thompson Creek Neighbors

and

Victor M. Ponce, Consultant

1. INTRODUCTION

A group of Thompson Creek neighbors, hereafter "The Neighbors" wishes to support the development of a document that clearly addresses the issue of groundwater sustainability in the Thompson Creek watershed and its vicinity. Thompson Creek is a tributary of Sycamore Creek, itself a tributary of the San Dieguito River, in San Diego County, California.

2. SCOPE OF WORK

Victor M. Ponce, hereafter "The Consultant," agrees to prepare a report entitled "Thompson Creek Groundwater Sustainability Study." The document will be written to facilitate understanding by reasonably informed, non-technical readers. The target audience consists of local stakeholders, decision-makers, government officials, local politicians, and other interested parties.

A preliminary outline of the document consists of the following sections: (1) Introduction, (2) Surface water, (3) Groundwater, (4) Evapotranspiration, (5) Ecohydrology, (6) Salinity balance, (7) Sustainable yield, (8) Conclusions, and (9) Recommendations. The total length of the document will be approximately 30 to 40 pages, including figures and tables.

3. TIMELINE

The Consultant agrees to deliver the product subject of this agreement no later than May 31, 2012.

4. HONORARIUM

The honorarium for the work subject of this agreement is $21,500. These funds originate in ongoing voluntary contributions by neighbors. In the event that by May 31, 2012, the total number of contributions exceeds the amount of $21,500, an extra honorarium of up to $6,500 will be paid by The Neighbors to The Consultant. The amount of honorarium plus extra honorarium paid to The Consultant is limited to the lesser of the following: (a) the total amount of contributions pledged until May 31, 2012, or (b) $28,000.

5. PAYMENT SCHEDULE

$10,750 (payable by check to a U.S. bank) at the time of signature of this Letter of Agreement (the start of the work), and $10,750 at the time of delivery of the completed product. If applicable, the extra honorarium will be paid on or around May 31, 2012.

6. ASSIGNMENT OF COPYRIGHT

The Consultant retains the exclusive rights to the technical content of the document subject of this agreement, and can publish the work in any form that he sees fit. The Neighbors can make fair use of the document, provided proper acknowledgement is made of the Consultant as author of the document.

Signed in San Diego, California, on February 11, 2012

Thompson Creek Neighbors, represented by

Tom Moore

18555 Wildhorse Creek
Poway, CA 92064

Victor M. Ponce

Consultant

13386 Samantha Ave
San Diego, CA 92129