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                                                                   EXHIBIT 10(q)

     T H E   A M E R I C A N   I N S T I T U T E   O F   A R C H I T E C T


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                               AIA Document A111
                           STANDARD FORM OF AGREEMENT
                          BETWEEN OWNER AND CONTRACTOR
                       where the basis of payment is the
                          COST OF THE WORK PLUS A FEE
                   with or without a Guaranteed Maximum Price

                                  1987 EDITION

 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY
          IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.

 The 1987 Edition of AIA Document A201, General Conditions of the Contract for
 Construction, is adopted in this document by reference. Do not use with other
              general conditions unless this document is modified.

     This document has been approved and endorsed by the Associated General
                            Contractors of America.

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AGREEMENT

made as of the SEVENTH day of JUNE in the year of Nineteen Hundred and
NINETY-NINE

BETWEEN the Owner:
(Name and address)       SEA PINES COMPANY, INC.
                         Post Office Box 7000
                         Hilton Head Island, South Carolina 29938

and the Contractor:
(Name and address)       HARDEN FRASER CONSTRUCTION, INC.
                         Post Office Box 7844
                         Hilton Head Island, South Carolina 29938

the Project is:
(Name and address)       THE INN AT HARBOUR TOWN
                         HERITAGE CONFERENCE CENTER
                         AND SEA PINES RACQUET CLUB
                         Hilton Head Island, South Carolina

the Architect is:
(Name and address)       THOMAS & HUTTON ENGINEERING CO.
                         3 Oglethorpe Professional Building
                         Savannah, Georgia 31406

The Owner and Contractor agree as set forth below.

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Copyright 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, (c)1987 by The
American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C.
20006. Reproduction of the material herein or substantial quotation of its
provisions without written permission of the AIA violates the copyright laws of
the United States and will be subject to legal prosecution.
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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(c)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,
N.W., WASHINGTON, D.C. 20006

                                                                  A111-1987    1
<PAGE>   2

                                    ARTICLE 1
                             THE CONTRACT DOCUMENTS

1.1 The Contract Documents consist of this Agreement, Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications, Addenda
issued prior to execution of this Agreement, other documents listed in this
Agreement and Modifications issued after execution of this Agreement; these form
the Contract, and are as fully a part of the Contract as if attached to this
Agreement or repeated herein. The Contract represents the entire and integrated
agreement between the parties hereto and supersedes prior negotiations,
representations or agreements, wither written of oral. An enumeration of the
Contract Documents, other than Modifications, appears in Article 16. If anything
in the other Contract Documents is inconsistent with this Agreement, this
Agreement shall govern.

                                    ARTICLE 2
                            THE WORK OF THIS CONTRACT

2.1 The Contractor shall execute the entire Work described in the Contract
Documents, except to the extent specifically indicated in the Contract Documents
to be the responsibility of others, or as follows:

THE CONSTRUCTION OF A SINGLE LEVEL CONFERENCE CENTER OVER PARKING ADJACENT TO
THE HERITAGE GOLF CLUBHOUSE, A SIXTY ROOM, THREE LEVEL OVER PARKING INN AND
RENOVATION OF THE EXISTING TENNIS CENTER TOGETHER WITH ALL RELATED SITEWORK AND
LANDSCAPE CONSTRUCTION MORE FULLY DESCRIBED ELSEWHERE IN THIS AGREEMENT AND THE
CONTRACT DOCUMENTS REFERENCED HEREIN.





                                    ARTICLE 3
                           RELATIONSHIP OF THE PARTIES

3.1 The Contractor accepts the relationship of trust and confidence established
by this Agreement and covenants with the Owner to cooperate with the Architect
and utilize the Contractor's best skill, efforts and judgment in furthering the
interests of the Owner; to furnish efficient business administration and
supervision; to make best efforts to furnish at all times an adequate supply of
workers and materials; and to perform the Work in the best way and most
expeditious and economical manner consistent with the interests of the Owner.
The Owner agrees to exercise best efforts to enable the Contractor to perform
the Work in the best way most expeditious manner by furnishing and approving in
a timely way information required by the Contractor and making payments to the
Contractor in accordance with requirements of the Contract Documents.

                                    ARTICLE 4
                 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1 The date of commencement is the date from which the Contract Time of
Subparagraph 4.2 is measured; it shall be the date of this Agreement, as first
written above, unless a different date is stated below or provision is made for
the date to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement, if it differs from the date of this Agreement
or, if applicable, state that the date will be fixed in a notice to proceed.)

THE DATE OF COMMENCEMENT FOR THE HERITAGE CONFERENCE CENTER SHALL BE JUNE 7,
1999. THE INN AT HARBOUR TOWN SHALL BE COMMENCED UPON RECEIPT OF THE BUILDING
PERMIT AND COMPLETED CONSTRUCTION DOCUMENTS.

Unless the date of commencement is established by a notice to proceed issued by
the Owner, the Contractor shall notify the Owner in writing not less that five
days before commencing the Work to permit the timely filing of mortgages,
mechanic's liens and other security interests.


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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                    A111-1987  2


<PAGE>   3

4.2 The Contractor shall achieve Substantial Completion of the entire Work not
later than
(Insert the calendar date or number of calendar days after the date of
commencement. Also insert any requirements for earlier Substantial Completion of
certain portions of the Work, if not stated elsewhere in the Contract
Documents.)

SUBSTANTIAL COMPLETION ON THE SEA PINES RACQUET CLUB RENOVATIONS SHALL BE
ACHIEVED NO LATER THAN JANUARY 31, 2000. SUBSTANTIAL COMPLETION SHALL BE
ACHIEVED ON THE HERITAGE CONFERENCE CENTER NO LATER THAN APRIL 7, 2000.
SUBSTANTIAL COMPLETION ON THE INN AT HARBOUR TOWN SHALL BE ACHIEVED NO LATER
THAN JULY 31, 2000.

, subject to adjustments of this Contract Time as provided in the Contract
Documents.
(Insert provisions, if any, for liquidated damages relating to failure to
complete on time.)


THIS CONTRACT IS NOT SUBJECT TO LIQUIDATED DAMAGES.



                                    ARTICLE 5
                                  CONTRACT SUM

5.1 The Owner shall pay the Contractor in current funds for the Contractor's
performance of the Contract the Contract Sum consisting of the Cost of the Work
as defined in Article 7 and the Contractor's Fee determined as follows:
(State a lump sum, percentage of Cost of the Work or other provision for
determining the Contractor's Fee, and explain how the Contractor's Fee is to be
adjusted for changes in the Work.)



A FEE OF 8% OF THE COST OF THE WORK AS DEFINED IN ARTICLES 7 AND 8 OF THIS
AGREEMENT.


5.1.1 For changes in the Work the Contractor's Fee shall be adjusted as follows:

         a.       FOR ADDITIONAL WORK: A FEE OF 8% OF THE TOTAL CHANGE IN THE
                  COST OF THE WORK AS DEFINED IN ARTICLES 7 AND 8.

         b.       FOR DEDUCTIVE WORK: A REDUCTION IN FEE OF 8% OF THE TOTAL
                  DEDUCTIVE CHANGE IN THE COST OF THE WORK AS DEFINED IN
                  ARTICLES 7 AND 8.



5.2 GUARANTEED MAXIMUM PRICE (IF APPLICABLE)

5.2.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by
the Contractor not to exceed TWELVE MILLION, FIVE HUNDRED THIRTY-NINE THOUSAND
AND ONE HUNDRED AND TWELVE DOLLARS ($12,539,112.00), subject to additions and
deductions by Change Order as provided in the Contract Documents. Such maximum
sum is referred to in the Contract Documents as the Guaranteed Maximum Price.
Costs which would cause the Guaranteed Maximum Price to be exceeded shall be
paid by the Contractor without reimbursement by the Owner.
(Insert specific provisions if the Contractor is to participate in any savings.)

5.2.1.a SAVINGS SHALL BE DISTRIBUTED 75% TO THE OWNER AND 25% TO THE CONTRACTOR.
SAVINGS SHALL EQUAL THE CONTRACT SUM PLUS APPROVED CHANGE ORDERS LESS COST OF
THE WORK AND LESS CONTRACTOR'S FEE.

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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                    A111-1987  3


<PAGE>   4

5.2.2 The Guaranteed Maximum Price is based upon the following alternates, if
any, which are described in the Contract Documents and are hereby accepted by
the Owner:
(State the numbers or other identification of accepted alternates, but only if a
Guaranteed Maximum Price is inserted Subparagraph 5.2.1. If decisions on other
alternates are to be made by the Owner subsequent to the execution of this
Agreement, attach a schedule of such other alternates showing the amount for
each and the date until which that amount is valid.)

SEE ATTACHMENT A.




5.2.3 The amounts agreed to for unit prices, if any, are as follows:
(State unit prices only if a Guaranteed Maximum Price is inserted in
Subparagraph 5.2.1.)


NONE


                                    ARTICLE 6
                               CHANGES IN THE WORK

6.1 CONTRACTS WITH A GUARANTEED MAXIMUM PRICE

6.1.1 Adjustments to the Guaranteed Maximum Price on account of changes in the
Work may be determined by any of the methods listed in Subparagraph 7.3.3 of the
General Conditions.

6.1.2 In calculating adjustments to subcontracts (except those awarded with the
Owner's prior consent on the basis of cost plus a fee), the terms "cost" and
"fee" as used in Clause 7.3.3.3 of the General Conditions and the terms "costs"
and "a reasonable allowance for overhead and profit" as used in Subparagraph
7.3.6 of the General Conditions shall have the meanings assigned to them in the
General Conditions and shall not be modified by Articles 5, 7 and 8 of this
Agreement. Adjustments to subcontracts awarded with the Owner's prior consent on
the basis of cost plus a fee shall be calculated in accordance with the terms of
those subcontracts.

6.1.3 In calculating adjustments to this Contract, the terms "cost" and "costs"
as used in the above-referenced provisions of the General Conditions shall mean
the Cost of the Work as defined in Article 7 of this Agreement and the terms
"fee" and "a reasonable allowance for overhead and profit" shall mean the
Contractor's Fee as defined in Paragraph 5.1 of this Agreement.

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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                    A111-1987  4


<PAGE>   5

6.2 CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

6.2.1 Increased costs for the items set forth in Article 7 which result from
changes in the Work shall become part of the Costs of the Work, and the
Contractor's Fee shall be adjusted as provided in Paragraph 5.1.

6.3 ALL CONTRACTS

6.3.1 If no specific provision is made in Paragraph 5.1 for adjustment of the
Contractor's Fee in the case of changes in the Work, or if the extent of such
changes in such, in the aggregate, that application of the adjustment provisions
of Paragraph 5.1 will cause substantial inequity to the Owner or Contractor, the
Contractor's Fee shall be equitably adjusted on the basis of the Fee established
for the original Work.


                                    ARTICLE 7
                             COSTS TO BE REIMBURSED

7.1 The term Cost of the Work shall mean costs necessarily incurred by the
Contractor in the proper performance of the Work. Such costs shall be at rates
not higher than the standard paid at the place of the Project except with prior
consent of the Owner. The Cost of the Work shall include only the items set
forth in this Article 7.

7.1.1 LABOR COSTS

7.1.1.1 Wages of construction workers directly employed by the Contractor to
perform the construction of the Work at the site, or with the Owner's agreement,
at off-site workshops. THE PROJECT MANAGER'S COST WILL BE PRORATED AMONG ALL
JOBS HE IS WORKING ON BASED ON ACTUAL TIME SPENT ON EACH JOB REGARDLESS OF WHERE
THE PROJECT MANAGER IS STATIONED.

7.1.1.2 Wages or salaries of the Contractor's supervisory and administrative
personnel when stationed at the site with the Owner's agreement.
(If it is intended that the wages or salaries of certain personnel stationed at
the Contractor's principal or other offices shall be included in the Cost of the
Work, identify in Article 14 the personnel to be included and whether for all or
only part of their time.)

7.1.1.3 Wages and salaries of the Contractor's supervisory or administrative
personnel engaged, at factories, workshops or on the road, in expediting the
production or transportation of materials or equipment required for the Work,
but only for that portion of their time required for the Work.

7.1.1.4 Costs paid or incurred by the Contractor for taxes, insurance,
contributions, assessments and benefits required by law or collective bargaining
agreements and, for personnel not covered by such agreements, customary benefits
such as sick leave, medical and health benefits, holidays, vacations and
pensions, provided such costs are based on wages and salaries included in the
Cost of the Work under Clauses 7.1.1.1 through 7.1.1.3.

7.1.2 SUBCONTRACT COSTS

Payments made by the Contractor to Subcontractors in accordance with the
requirements of the subcontracts.

7.1.3 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
CONSTRUCTION

7.1.3.1 Costs, including transportation, of materials and equipment incorporated
or to be incorporated in the completed construction.

7.1.3.2 Costs of materials described in the preceding Clause 7.1.3.1 in excess
of those actually installed but required to provide reasonable allowance for
waste and for spoilage. Unused excess materials, if any, shall be handed over to
the Owner at the completion of the Work or, at the Owner's option, shall be sold
by the Contractor; amounts realized, if any, from such sales shall be credited
to the Owner as a deduction from the Cost of the Work.

7.1.4 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED
ITEMS

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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                    A111-1987  5


<PAGE>   6

7.1.4.1 Costs, including transportation, installation, maintenance, dismantling
and removal of materials, supplies, temporary facilities, machinery, equipment,
and hand tools not customarily owned by the construction workers, which are
provided by the Contractor at the site and fully consumed in the performance of
the Work; and cost less salvage value on such items if not fully consumed,
whether sold to others or retained by the Contractor. Cost for items previously
used by the Contractor shall mean fair market value.

7.1.4.2 Rental charges for temporary facilities, machinery, equipment, and hand
tools not customarily owned by the construction workers, which are provided by
the Contractor at the site, whether rented from the Contractor or others, and
costs of transportation, installation, minor repairs and replacements,
dismantling and removal thereof. Rates and quantities of equipment rented shall
be subject tot he Owner's prior approval. CONTRACTOR OWNED EQUIPMENT MAY BE
RENTED TO THE JOB AT 85% OF THE MONTHLY RATES LISTED IN THE BLUE BOOK.

7.1.4.3 Costs of removal of debris from the site.

7.1.4.4 Costs of telegrams and long-distance telephone calls, postage and parcel
delivery charges, telephone service at the site and reasonable petty cash
expenses of the site office.

7.1.4.5 That portion of the reasonable travel and subsistence expenses of the
Contractor's personnel incurred while traveling in discharge of duties connected
with the Work.

7.1.5 MISCELLANEOUS COSTS

7.1.5.1 That portion directly attributable to this Contract of premiums for
insurance and bonds.

7.1.5.2 Sales, use or similar taxes imposed by a governmental authority which
are related to the Work and for which the Contractor is liable.

7.1.5.3 Fees and assessments for the building permit and for other permits,
licenses and inspections for which the Contractor is required by the Contract
Documents to pay.

7.1.5.4 Fees of testing laboratories for tests required by the Contract
Documents, except those related to defective or nonconforming Work for which
reimbursement is excluded by Subparagraph 13.5.3 of the General Conditions or
other provisions of the Contract Documents and which do not fall within the
scope of Subparagraphs 13.5.3 of the General Conditions or other provisions of
the Contract Documents and which do not fall within the scope of Subparagraphs
7.2.2 through 7.2.4 below.

7.1.5.5 Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents; the cost of defending
suits or claims for infringement of patent rights arising from such requirement
by the Contract Documents; payments made in accordance with legal judgments
against the Contractor resulting from such suits or claims and payments of
settlements made with the Owner's consent; provided, however, that such cost of
legal defenses, judgment and settlements shall not be included in the
calculation of the Contractor's Fee or of a Guaranteed Maximum Price, if any,
and provided that such royalties, fees and costs are not excluded by the last
sentence of Subparagraph 3.17.1 of the General Conditions or other provisions of
the Contract Documents.

7.1.5.6 Deposits lost for causes other that the Contractor's fault or
negligence.

7.1.6 OTHER COSTS

7.1.6.1 Other costs incurred in the performance of the Work if and to the extent
approved in advance in writing by the Owner.

7.2 EMERGENCIES: REPAIRS TO DAMAGED, DEFECTIVE ON NONCONFORMING WORK

The Cost of the Work shall also include costs described in Paragraph 7.1 which
are incurred by the Contractor:

7.2.1 In taking action to prevent threatened damage, injury or loss in case of
an emergency affecting the safety of persons and property, as provided in
Paragraph 10.3 of the General Conditions.

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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                    A111-1987  6

<PAGE>   7

7.2.2 In repairing or correcting Work damaged or improperly executed by
construction workers in the employ of the Contractor, provided such damage or
improper execution did not result from the fault or negligence of the Contractor
or the Contractor's foremen, engineers or superintendents, or other supervisory,
administrative or managerial personnel of the Contractor.

7.2.3 In repairing damaged Work other than that described in Subparagraph 7.2.2,
provided such damage did not result from the fault or negligence of the
Contractor or the Contractor's personnel, and only to the extent that the cost
of such repairs is not recoverable by the Contractor from others and the
Contractor is not compensated therefor by insurance or otherwise.

7.2.4 In correcting defective or nonconforming Work performed or supplied by a
Subcontractor or material supplier and not corrected by them, provided such
defective or nonconforming Work did not result from the fault or neglect of the
Contractor or the Contractor's personnel adequately to supervise and direct the
Work of the Subcontractor of material supplier, and only to the extent that the
cost of correcting the defective or nonconforming Work is not recoverable by the
Contractor from the Subcontractor or material supplier.



                                    ARTICLE 8
                           COSTS NOT TO BE REIMBURSED

8.1 The Cost of the Work shall not include:

8.1.1 Salaries and other compensation of the Contractor's personnel stationed at
the Contractor's principal office or offices other than the site office, except
as specifically provided in Clauses 7.1.1.2 and 7.1.1.3 or as may be provided in
Article 14.

8.1.2 Expenses of the Contractor's principal office and offices other that the
site office.

8.1.3 Overhead and general expenses, except as may be expressly included in
Article 7.

8.1.4 The Contractor's capital expenses, including interest on the Contractor's
capital employed for the Work.

8.1.5 Rental costs of machinery and equipment, except as specifically provided
in Clause 7.1.4.2.

8.1.6 Except as provided in Subparagraphs 7.2.2 through 7.2.4 and Paragraph 13.5
of this Agreement, costs due to the fault or negligence of the Contractor,
Subcontractors, or anyone directly or indirectly employed by any of them, or for
whose acts any of them may be liable, including but not limited to costs for the
correction of damaged, defective or nonconforming Work, disposal and replacement
of materials and equipment incorrectly ordered or supplied, and making good
damage to property not forming part of the Work.

8.1.7 Any cost not specifically and expressly described in Article 7.

8.1.8 Costs which would cause the Guaranteed Maximum Price, if any, to be
exceeded.


                                    ARTICLE 9
                         DISCOUNTS, REBATES AND REFUNDS

9.1 Cash discounts obtained on payments made by the Contractor shall accrue to
the Owner if (1) before making the payment, the Contractor included them in an
Application for Payment and received payment therefor from the Owner, or (2) the
Owner has deposited funds with the Contractor with which to make payments;
otherwise, cash discounts shall accrue to the Contractor. Trade discounts,
rebates, refunds and amounts received from sales of surplus materials and
equipment shall accrue to the Owner, and the Contractor shall make provisions so
that they can be secured.

9.2 Amounts which accrue to the Owner in accordance with the provisions of
Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost of the
Work.


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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                    A111-1987  7

<PAGE>   8

                                   ARTICLE 10
                        SUBCONTRACTS AND OTHER AGREEMENTS

10.1 Those portions of the Work that the Contractor does not customarily perform
with the Contractor's own personnel shall be performed under subcontracts or by
other appropriate agreements with the Contractor. The Contractor shall obtain
bids from Subcontractors and from suppliers of materials or equipment fabricated
especially for the Work and shall deliver such bids to the Architect. The Owner
will then determine, with the advice of the Contractor and subject to the
reasonable objection of the Architect, which bids will be accepted. The Owner
may designate specific persons or entities from whom the Contractor shall obtain
bids; however, if a Guaranteed Maximum Price has been established, the Owner may
not prohibit the Contractor from obtaining bids from others. The Contractor
shall be required to contract with anyone to whom the Contractor has reasonable
objection.

10.2 If a Guaranteed Maximum Price has been established and a specific bidder
among those whose bids are delivered by the Contractor to the Architect (1) is
recommended to the Owner by the Contractor; (2) is qualified to perform that
portion of the Work; and (3) has submitted a bid which conforms to the
requirements of the Contract Documents without reservations or exceptions, but
the Owner requires that another bid be accepted; then the Contractor may require
that a Change Order be issued to adjust the Guaranteed Maximum Price by the
difference between the bid of the person or entity recommended to the Owner by
the Contractor and the amount of the subcontract or other agreement actually
signed with the person or entity designated by the Owner.

10.3 Subcontract or other agreements shall conform to the payment provisions of
Paragraphs 12.7 and 12.8, and shall not be awarded on the basis of cost plus a
fee without the prior consent of the Owner.

                                   ARTICLE 11
                               ACCOUNTING RECORDS

11.1 The Contractor shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management under this
Contract; the accounting and control systems shall be satisfactory to the Owner.
The Owner and the Owner's accountants shall be afforded access ALL OF to the
Contractor's records, books, correspondence, instructions, drawings, receipts,
subcontracts, purchase orders, vouchers, memoranda and other data relating to
this Contract, and the Contractor shall preserve these for a period of three
years after final payment, or for such longer period as may be required by law.

                                   ARTICLE 12
                                PROGRESS PAYMENTS

12.1 Based upon Applications for Payment submitted to the Architect by the
Contractor and Certificates for Payment issued by the Architect, the Owner shall
make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.

12.2 The period covered by each Application for Payment shall be one calendar
month ending on the last day of the month, or as follows:

12.3 Provided an Application for Payment is received by the Architect not later
than the 25TH day of a month, the Owner shall make payment to the Contractor not
later than the TENTH (10TH) day of the FOLLOWING month. If an Application for
Payment is received by the Architect after the application date fixed above,
payment shall be made by the Owner not later than FIFTEEN (15) days after the
Architect received the Application for Payment.


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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                    A111-1987  8

<PAGE>   9

12.4 With each Application for Payment the Contractor shall submit payrolls,
petty cash accounts, receipted invoices or invoices with check vouchers
attached, and any other evidence required by the Owner or Architect to
demonstrate that cash disbursements already made by the Contractor on account of
the Cost of the Work equal or exceed (1) progress payments already received by
the Contractor; less (2) that portion of those payments attributable to the
Contractor's Fee; plus (3) payrolls for the period covered by the present
Application for Payment; plus (4) retainage provided in Subparagraph 12.5.4, if
any, applicable to prior progress payments.



12.5 CONTRACTS WITH A GUARANTEED MAXIMUM PRICE

12.5.1 Each Application for Payment shall be based upon the most recent schedule
of values submitted by the Contractor in accordance with the Contract Documents.
The schedule of values shall allocate the entire Guaranteed Maximum Price among
the various portions of the Work, except that the Contractor's Fee shall be
shown as a single separate item. The schedule of values shall be prepared in
such form and supported by such data to substantiate its accuracy as the
Architect may require. This schedule, unless objected to by the Architect, shall
be used as a basis for reviewing the Contractor's Applications for Payment.

12.5.2 Applications for Payment shall show the percentage completion of each
portion of the Work as of the end of the period covered by the Application for
Payment. The percentage completion shall be the lesser of (1) the percentage of
that portion of the Work which has actually been completed or (2) the percentage
obtained by dividing (a) the expense which has actually been incurred by the
Contractor on account of that portion of the Work for which the Contractor has
made or intends to make actual payment prior to the next Application for Payment
by (b) the share of the Guaranteed Maximum Price allocated to that portion of
the Work in the schedule of values.

12.5.3 Subject to other provisions of the Contract Documents, the amount of each
progress payment shall be computed as follows:

12.5.3.1 Take that portion of the Guaranteed Maximum Price properly allocable to
completed Work as determined by multiplying the percentage completion of each
portion of the Work by the share of the Guaranteed Maximum Price allocated to
that portion of the Work in the schedule of values. Pending final determination
of cost to the Owner of changes in the Work, amounts not in dispute may be
included as provided in Subparagraph 7.3.7 of the General Conditions, even
though the Guaranteed Maximum Price has not yet been adjusted by Change Order.

12.5.3.3 Add the Contractor's Fee, less retainage of TEN percent (10%). The
Contractor's Fee shall be computed upon the Cost of the Work described in the
two preceding Clauses at the rate stated in Paragraph 5.1 or, if the
Contractor's Fee is stated as a fixed sum in that Paragraph, shall be an amount
which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the
two preceding Clauses bears to a reasonable estimate of the probable Cost of the
Work upon its completion.

12.5.3.4 Subtract the aggregate of previous payments made by the Owner.

12.5.3.5 Subtract the shortfall, if any, indicated by the Contractor in the
documentation required by Paragraph 12.4 to substantiate prior Applications for
Payment, or resulting from errors subsequently discovered by the Owner's
accountants in such documentation.

12.5.3.6 Subcontract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment as provided in Paragraph 9.5 of the General
Conditions.


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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                    A111-1987  9

<PAGE>   10

12.5.4 Additional retainage, if any, shall be as follows:
(If it is intended to retain additional amounts from progress payments to the
Contractor beyond (1) the retainage from the Contractor's Fee provided in Clause
12.5.3.3. (2) the retainage from Subcontractors provided in Paragraph 12.7
below, and (3) the retainage, if any, provided by other provisions of the
Contract, insert provision for such additional retainage here. Such provision,
if made, should also describe any arrangement for limiting or reducing the
amount retained after the Work reaches a certain state of completion.)

UNTIL THE WORK IS FIFTY (50%) COMPLETE, THE OWNER WILL DEDUCT TEN PERCENT (10%)
RETAINAGE. THEREAFTER, UNTIL COMPLETION, THE OWNER WILL NOT DEDUCT ANY
ADDITIONAL RETAINAGE SO THAT AT COMPLETION, THE RETAINAGE AMOUNT SHALL BE FIVE
PERCENT (5%).

WITHIN THIRTY (30) DAYS OF THE ISSUANCE OF THE CERTIFICATE OF SUBSTANTIAL
COMPLETION FOR THE SEA PINES RACQUET CLUB RENOVATIONS, HERITAGE CONFERENCE
CENTER AND INN AT HARBOUR TOWN, RETAINAGE FOR THAT PORTION OF THE WORK SHALL BE
PAID TO THE CONTRACTOR.


12.6 CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

Not Applicable.

12.7 Except with the Owner's prior approval, payments to Subcontractors included
in the Contractor's Applications for Payment shall not exceed an amount for each
Subcontractor calculated as follows:

12.7.1 Take that portion of the Subcontract Sum properly allocable to completed
Work as determined by multiplying the percentage completion of each portion of
the Subcontractor's Work by the share of the total Subcontract Sum allocated to
that portion in the Subcontractor's schedule of values, less retainage as
INDICATED IN ARTICLE 12.5.4.1 percent ( %). Pending final determination of
amounts to be paid to the Subcontractor for changes in the Work, amounts not in
dispute may be included as provided in Subparagraph 7.3.7 of the General
Conditions even though the Subcontract Sum has not yet been adjusted by Change
Order.

12.7.2 Add that portion of the Subcontract Sum properly allocable to materials
and equipment delivered and suitably stored at the site for subsequent
incorporation in the Work or, if approved in advance by the Owner, suitably
stored off the site at a location agreed upon in writing, less retainage as
INDICATED IN ARTICLE 12.5.4 percent ( %).

--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                   A111-1987  10

<PAGE>   11

12.7.3 Subtract the aggregate of previous payments made by the Contractor to the
Subcontractor.

12.7.4 Subtract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment by the Owner to the Contractor for reasons
which are the fault of the Subcontractor.

12.8 Except with the Owner's prior approval, the Contractor shall not make
advance payments to suppliers for materials or equipment which have not been
delivered and stored at the site.

12.9 In taking action on the Contractor's Applications for Payment, the
Architect shall be entitled to rely on the accuracy and completeness of the
information furnished by the Contractor and shall not be deemed to represent
that the Architect has made a detailed examination, audit or arithmetic
verification of the documentation submitted in accordance with Paragraph 12.4 or
other supporting data; that the Architect has made exhaustive or continuous
on-site inspections or that the Architect has make examinations to ascertain how
or for what purposes the Contractor has used amounts previously paid on account
of the Contract. Such examinations, audits and verifications, if required by the
Owner, will be performed by the Owner's accountants acting in the sole interest
of the Owner.


                                   ARTICLE 13
                                  FINAL PAYMENT

13.1 Final payment shall be made by the Owner to the Contractor when (1) the
Contract has been fully performed by the Contractor except for the Contractor's
responsibility to correct defective or nonconforming Work, as provided in
Subparagraph 12.2.2 of the General Conditions, and to satisfy other
requirements, if any, which necessarily survive final payment; (2) a final
Applications for Payment and a final accounting for the Cost of the Work have
been submitted by the Contractor and reviewed by the Owner's accountants; and
(3) a final Certificate for Payment has then been issued by the Architect; such
final payment shall be made by the Owner not more than 30 days after the
issuance of the Architect's final Certificate for Payment, or as follows:

UNLESS THE OWNER TAKES EXCEPTION TO THE ARCHITECT'S DETERMINATION OF FINAL
COMPLETION; HOWEVER, THE OWNER'S APPROVAL SHALL NOT BE UNREASONABLY WITHHELD.

13.2 The amount of the final payment shall be calculated as follows:

13.2.1 Take the sum of the Cost of the Work substantiated by the Contractor's
final accounting and the Contractor's Fee; but not more than the Guaranteed
Maximum Price, if any.

13.2.2 Subtract amounts, if any, for which the Architect withholds, in whole or
in part, a final Certificate for Payment as provided in Subparagraph 9.5.1 of
the General Conditions or other provisions of the Contract Documents.

13.2.3 Subtract the aggregate of previous payments made by the Owner.

If the aggregate of previous payments made by the Owner exceeds the amount due
the Contract, the Contractor shall reimburse the difference to the Owner.


--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                   A111-1987  11
<PAGE>   12

13.3 The Owner's accountants will review and report in writing on the
Contractor's final accounting within 30 days after delivery of the final
accounting to the Architect by the Contractor. Based upon such Cost of the Work
as the Owner's accountants report to be substantiated by the Contractor's final
accounting, and provided the other conditions of Paragraph 13.1 have been met,
the Architect will, within seven days after receipt of the written report of the
Owner's accountants, either issue to the Owner a final Certificate for Payment
with a copy to the Contractor, or notify the Contractor and Owner in writing of
the Architects reasons for withholding a certificate provided in Subparagraph
9.5.1 of the General Conditions. The time periods stated in this Paragraph 13.3
supersede those stated in Subparagraph 9.4.1 of the General Conditions.

13.4 If the Owner's accountants report the Cost of the Work as substantiated by
the Contractor's final accounting to be less than claimed by the Contractor, the
Contractor shall be entitled to demand arbitration of the disputed amount
without a further decision of the Architect. Such demand for arbitration shall
be made by the Contractor within 30 days after the Contractor's receipt of a
copy of the Architect's final Certificate for Payment; failure to demand
arbitration within this 30-day period shall result in the substantiated amount
reported by the Owner's accountants becoming binding on the Contractor. Pending
a final resolution by arbitration, the Owner shall pay the Contractor the amount
certified in the Architect's final Certificate for Payment.

13.5 If, subsequent to final payment and at the Owner's request, the Contractor
incurs costs described in Article 7 and not excluded by Article 8 to correct
defective or nonconforming Work, the Owner shall reimburse the Contractor such
costs and the Contractor's Fee applicable thereto on the same basis as if such
costs had been incurred prior to final payment, but not in excess of the
Guaranteed Maximum Price, if any. If the Contractor has participated in savings
as provided in Paragraph 5.2, the amount of such savings shall be recalculated
and appropriate credit given to the Owner in determining the net amount to be
paid by the Owner to the Contractor.



                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

14.1 Where reference is made to this Agreement to a provision of the General
Conditions or another Contract Document, the reference refers to that provision
as amended or supplemented by other provisions of the Contract Documents.

14.2 Payments due and unpaid under the Contract shall bear interest from the
date payment is due at the rate stated below, or in the absence thereof, at the
legal rate prevailing from time to time at the place where the Project is
located.
(Insert rate of interest agreed upon, if any.)

PAYMENTS DUE THE CONTRACTOR NOT PAID WITHIN FIVE (5) DAYS OF THE DATE DUE IN
ACCORDANCE WITH ARTICLE 12.1 SHALL BEAR INTEREST AT WACHOVIA BANK OF SOUTH
CAROLINA PRIME RATE PLUS TWO PERCENT (2%).


(Ursury laws and requirements under the Federal Truth in Lending Act, similar
state and local consumer credit laws and other regulations at the Owner's and
Contractor's principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Legal advice should be
obtained with respect to deletions or modifications, and also regarding
requirements such as written disclosures or waivers.)


14.3 Other provisions:



                                   ARTICLE 15
                            TERMINATION OR SUSPENSION

15.1 The Contract may be terminated by the Contractor as provided in Article 14
of the General Conditions; however, the amount to be paid to the Contractor
under Subparagraph 14.1.2 of the General Conditions shall not exceed the amount
the Contractor would be entitled to receive under Paragraph 15.3 below, except
that the Contractor's Fee shall be calculated as if the Work had been fully
completed by the Contractor, including a reasonable estimate of the Cost of the
Work for Work not actually completed.


--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                   A111-1987  12
<PAGE>   13

15.2 If a Guaranteed Maximum Price is established in Article 5, the Contract may
be terminated by the Owner for cause as provided in Article 14 of the General
Conditions; however, the amount , if any, to be paid to the Contractor under
Subparagraph 14.2.4 of the General Conditions shall not cause the Guaranteed
Maximum Price to be exceeded, nor shall it exceed the amount the Contractor
would be entitled to receive under Paragraph 15. 3 below.

15.3 If no Guaranteed Maximum Price is established in Article 5, the Contract
may be determined by the Owner for cause as provided in Article 14 of the
General Conditions; however, the Owner shall then pay the Contractor an amount
calculated as follows:

15.3.2 Add the Contractor's Fee computed upon the Cost of the Work to the date
of termination at the rate stated in Paragraph 5.1 or, if the Contractor's Fee
is stated as a fixed sum in that Paragraph, an amount which bears the same
ration to that fixed-sum Fee as the Cost of the Work at the time of termination
bears to a reasonable estimate of the probable Cost of the Work upon its
completion.

15.3.3 Subtract the aggregate of previous payments made by the Owner.

The Owner shall also pay the Contractor fair compensation, either by purchase or
rental at the election of the Owner, for any equipment owned by the Contractor
which the Owner elects to retain and which is not otherwise included in the Cost
of the Work under Subparagraph 15.3.1. To the extent that the Owner elects to
take legal assignment of subcontracts and purchase orders (including rental
agreements), the Contractor shall, as a condition of receiving the payments
referred to in this Article 15, execute and deliver all such papers and take all
such steps, including the legal assignment of such subcontract and other
contractual rights of the Contractor, as the Owner may require for the purpose
of fully vesting in the Owner the rights and benefits of the Contractor under
such subcontracts or purchase orders.

15.4 The Work may be suspended by the Owner as provided in Article 14 of the
General Conditions; in such case, the Guaranteed Maximum Price, if any, shall be
increased as provided in Subparagraph 14.3.2 of the General Conditions except
that the term "cost of performance of the Contract" in that Subparagraph shall
be understood to mean the Cost of the Work and the term "profit" shall be
understood to mean the Contractor's Fee as described in Paragraphs 5.1 and 6.3
of this Agreement.

                                   ARTICLE 16
                        ENUMERATION OF CONTRACT DOCUMENTS

16.1 The Contract Documents, except for Modifications issued after execution of
this Agreement, are enumerated as follows:

16.1.1 The Agreement is this executed Standard Form of Agreement Between Owner
and Contractor, AIA Document A111, 1987 Edition.

16.1.2 The General Conditions are the General conditions of the Contract for
Construction, AIA Document A201, 1987 Edition AS MODIFIED AND ATTACHED TO THIS
AGREEMENT.


16.1.3 The Supplementary and other Conditions of the Contract are those
contained in the Project Manual dated                   , and are as follows:

SEE ATTACHMENT A



16.1.4 The Specifications are those contained in the Project Manual dated as in
Paragraph 16.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit attached to this
Agreement.)

SEE ATTACHMENT A



--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                   A111-1987  13
<PAGE>   14

16.1.5 The Drawings are as follows, and are dated            unless a different
date is shown below:
(Either list the Drawings here or refer to an exhibit attached to
this Agreement.)

SEE ATTACHMENT A



16.1.6   The Addenda, if any, are as follows:

NONE



Portions of Addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in this
Article 16.



--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                   A111-1987  14
<PAGE>   15


16.1.7 Other Documents, if any, forming part of the Contract Documents are as
follows:
(List here any additional documents which are intended to form part of the
Contract Documents. The General Conditions provide that bidding requirements
such as advertisement or invitation to bid, Instructions to Bidders, sample
forms and the Contractor's bid are not part of the Contract Documents unless
enumerated in this Agreement. They should be listed here only if intended to be
part of the Contract Documents.)


a.       GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION, 1987 EDITION, AIA
         DOCUMENT A201 AS MODIFIED BELOW AND WITHIN THE ATTACHED:

                  PARAGRAPH 3.5.1 IN THE FOURTH LINE AFTER "SEQUENCES", INSERT
                  "SAFETY"

                  PARAGRAPH 3.4.2 IN THE FIRST LINE AFTER "DISCIPLINE", ADD
                  "SAFETY".


16.1.8 QUALIFICATIONS AND CLARIFICATIONS (ATTACHMENT A)

16.1.9 SCHEDULE OF VALUES (ATTACHMENT B)

16.1.10 OWNER'S FINANCING (ATTACHMENT C)

16.1.11 DOCUMENT OF DIFFERENTIATION (ATTACHMENT D)

16.1.12 INTERIOR FINISH DESCRIPTIVE NARRATIVE (ATTACHMENT E)

16.1.13 LANDSCAPE COST ESTIMATE FOR HERITAGE CONFERENCE CENTER (ATTACHMENT F)

16.1.14 LANDSCAPE COST ESTIMATE FOR THE INN AT HARBOUR TOWN (ATTACHMENT G)

16.1.15 LANDSCAPE COST ESTIMATE FOR SEA PINES RACQUET CLUB (ATTACHMENT H)




This Agreement is entered into as the day and year first written above and is
executed in at least three original copies of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.


OWNER                                      CONTRACTOR

SEA PINES COMPANY, INC.                    HARDEN FRASER CONSTRUCTION, INC.

/s/ Michael E. Lawrence                    /s/ Joseph B. Fraser III
-------------------------------------      -------------------------------------
BY:      MICHAEL E. LAWRENCE               BY:      JOSEPH B. FRASER III
ITS:     PRESIDENT                         ITS:     PRESIDENT


DATE: 6/16/99                              DATE:


--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA(R) -
(C)1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006
                                                                   A111-1987  15
<PAGE>   16

                                  ATTACHMENT A
                               INN AT HARBOUR TOWN
                           HERITAGE CONFERENCE CENTER
                             SEA PINES RACQUET CLUB

                        QUALIFICATIONS AND CLARIFICATIONS
                                  JUNE 7, 1999

A.   GENERAL

1.   The Guaranteed Maximum Price (GMP) is based on the terms and conditions of
     the executed Contract dated June 7, 1999, except as modified herein.

2.   The GMP is based upon the Specifications, Drawings, Allowances and
     Qualifications listed in this Attachment A.

3.   It is understood that since the Architect's documents for the Inn at
     Harbour Town have not been revised to incorporate all of the accepted value
     engineering items listed in this Attachment A, the Owner, Architect and
     Harden Fraser Construction, Inc. will work together to complete the design
     in accordance with the intent and scope of the accepted value engineering
     that form the basis of the GMP. Should an increase in the GMP be indicated
     due to deviations from such intent and scope during document completion,
     the GMP shall be increased to cover the increased cost and the associated
     General Conditions and Fee. It is understood that any value engineering
     accepted by Owner will also be accepted by the Architect and will be
     incorporated into the construction drawings and specifications as if they
     were part of the original design.

4.   The GMP line item costs include items of work that will be subcontracted,
     as well as Harden Fraser Construction, Inc. reimbursement costs. No
     guarantee exists on any separate line. Savings in any line item may be
     transferred to cover possible overruns of other line items.

5.   It is intended that this project include no proprietary vendors. Where a
     single vendor is designated, this is to serve as a reference relative to
     performance criteria for the equipment/system described. This is applicable
     throughout the project, other than where the documents specifically
     stipulate that only a particular vendor may be considered.

6.   The GMP is based on the premise that the design will meet all laws,
     ordinances, rules, and regulations in effect at the time the GMP was
     prepared. The GMP will be adjusted should any discrepancies between design
     and the aforementioned laws and ordinances result in or required an
     increase in the Cost of the Work.

7.   Harden Fraser Construction, Inc. does not assume design responsibility for
     any component of the project.



                                  Page 1 of 13
<PAGE>   17

8.   Except for the fire protection system and wood trusses, the GMP does not
     include the cost of the professional engineer's stamp on any
     subcontractor's or vendor's shop/ fabrication drawings unless specifically
     stipulated by prevailing jurisdictional requirements.

9.   The GMP does not include Builder's Risk Insurance nor Owner's Protective
     Liability Insurance. Deductibles are understood to be Owner's
     responsibility. Difference in coverage (Harden Fraser Construction, Inc.
     policy limits versus contract requirements) cost are not included in the
     GMP.

10.  The GMP includes a 12-month warranty of all work that begins with the date
     of the certification of occupancy. The cost of any extended warranties
     required by the Specifications is included in the GMP. However, any
     extended warranties required by the Specifications will be exclusively
     between the manufacturer/subcontractor and the Owner.

11.  The GMP does not include any funds for damages caused by the Architect's
     errors and omissions or failure to carry adequate Professional Liability
     Insurance.

12.  Use of Union labor/prevailing wage is not mandatory.

13.  The cost for temporary construction heating required for finishes is
     included. Harden Fraser Construction, Inc. will pay for utility consumption
     costs.

14.  Utility bills will be paid by the Owner after receipt of Certificate of
     Occupancy and the sooner of the issuance of the Certificate of Substantial
     Completion or commencement of installation of furnishings, fixtures and
     equipment for each building.

15.  Payment & Performance Bonds are typically included in the cost for
     subcontracts that exceed $100,000, but are not included for Harden Fraser
     Construction, Inc.

16.  The GMP does not include removal of asbestos or other hazardous materials.
     Should this type of material be discovered, we will stop work and notify
     Owner for the correction directions. Further, Harden Fraser Construction,
     Inc. will not assume any liability for its removal.

17.  The GMP does not include any furnishings or distribution/installations of
     furnishings except as described in the "Documentation of Differentiation"
     prepared by Design Continuum, Inc. and included in Attachment D.

18.  The GMP is based on receiving the Building Permit together with the
     completed issued for construction plans for the Inn at Harbour Town no
     later than July 15, 1999.

19.  All surveying and layout verifications by independent agencies are
     understood to be the responsibility of the Owner. Only surveying and layout
     integral to installation of the work of the new construction is included in
     the GMP.



                                  Page 2 of 13
<PAGE>   18

20.  Off-site construction is not included other than that necessary to the
     execution of on-site construction operations and specifically identified in
     the sitework drawings prepared by Thomas & Hutton Engineering Company
     referenced in this Attachment A.

21.  Consulting services (material, systems, equipment) are not included.

22.  The schedule float is not considered the possession of the Owner in that
     the schedule is the Contractor's methodology of how to meet only the
     required occupancy dates and not incremental activity dates.

23.  Sales taxes are included including the new 6% Beaufort County, South
     Carolina sales tax.

24.  Our price is based upon existing soils conditions adequate to the
     structural requirements and free of concealed interference's, subsurface
     water intrusion, and/or contaminants requiring removal. No unsuitable soil
     removal is included.

25.  The GMP does not include any development fees, assessment fees, water and
     sewer connection fees, or any other fees other than the Town of Hilton Head
     Island building permits.

26.  Except for the temporary project signs, all signage, graphics, and/or
     directories are not included except for the site signage allowance included
     in the Landscape Construction portion of this Attachment A.

27.  The GMP does not include any architectural, structural, mechanical,
     electrical and/or plumbing modification due to variances between actual
     Owner equipment purchased and what is shown on the contract documents.

28.  The GMP does not include handing of Owner furnished equipment including the
     disposal of the furnishings generated rubbish.

29.  The GMP includes only the equipment connections specifically indicated by
     the construction documents.

30.  The GMP includes a total of 21 weather days in the construction schedule
     for inclement weather. Weather days are a combined total of actual
     rain/weather days and weather impact days. Weather impact days are days
     lost due to inclement weather and may occur on the day(s) or night(s)
     before or after a weather day. The Contractor will report the status of any
     weather delays monthly to the Owner. The contract completion time will be
     extended for each weather day encountered beyond those identified below:

     January -             4   days             July -            0    days
     February -            3   days             August    -       0    days
     March -               2   days             September -       2    days
     April -               2   days             October -         2    days


                                  Page 3 of 13
<PAGE>   19

     May -                 0   days             November -        3    days
     June -                0   days             December -        3    days

31.  Allowances, as noted herein, are included in our price for those items that
     could not be priced at the time the GMP was established. Unless otherwise
     noted, all Allowances include furnishing of material, delivery, unloading,
     installation, taxes, insurance and administrative costs. Material furnished
     by others only includes installation and does not include delivery,
     unloading and applicable Sales Tax.

32.  Owner shall locate or identify on drawings all underground utilities in the
     work area. The GMP does not include the repair of utilities not located and
     identified by the Owner.


B.   HERITAGE CONFERENCE CENTER SITEWORK

1.   The Heritage Conference Center Sitework potion of this is based on the
     following documents prepared by Thomas and Hutton Engineering Co. titled
     "Sea Pines Heritage Center at Sea Pines Plantation".

Sheet No.    Description                              Issue Date   Revision Date
---------    -----------                              ----------   -------------
1            Cover Sheet                              2/10/97
2            Demolition Plan                          2/10/97      8/14/97
3            Site Development Plan                    2/10/97      8/14/97
4            Heritage Setup and Staging Area                       8/14/97
5            Artist Area Graveled Parking Lot         4/11/97      8/14/97
6            Details                                  2/10/97      6/17/97
7            Details                                  2/10/97      7/29/97


2.   The sitework portion of this contract does not include the Work shown on
     the sitework drawings listed above completed under the previous sitework
     contract dated October 6, 1998.

3.   The Heritage Conference Center specifically includes the following:

     a.   Irrigation repair is not included.
     b.   Tree protection, if required, is not included.


C.   HERITAGE CONFERENCE CENTER LANDSCAPING WORK

1.   The Heritage Conference Center Landscaping Work portion of this proposal is
     based on the following documents prepared by Wood + Partners, Inc. titled
     "The Heritage Conference Center".



                                  Page 4 of 13
<PAGE>   20

Sheet No.    Description                    Issue Date     Revision Date
---------    -----------                    ----------     -------------
             Cover Sheet                    3/19/99
L1           Layout Plan                    3/17/99
L2           Grading Plan & Detail          3/17/99
L3           Planting Plan                  3/17/99

2.   The following Allowances are included in the Heritage Conference Center
     Landscape Work:

     a.   Landscape Mounding                      $2,500.00
     b.   Site Signage                            $2,000.00
     c.   Irrigation System                      $10,747.00

3.   The scope and quantity of work included in this portion of the contract is
     shown on the attached Attachment F as the Phase I Work. Value Engineering
     changes accepted by the Owner and included in the GMP include the
     following:

     a.   Delete the textured concrete with brick banding at the auto drop off.
     b.   Delete the brick headers and dividers at the rear paving
     c.   Change the size of the Parson's Juniper and Evergreen Giant Liriope to
          1 gal.
     d.   Delete the annuals planting which will be included in the operations
          budget.
     e.   No site electrical is included.


D.   HERITAGE CONFERENCE CENTER BUILDING CONSTRUCTION

1.   The Heritage Conference Center building construction portion of this
     proposal is based on the following documents prepared by Lee & Parker
     Architects titled "Harbour Town Conference Center".

<TABLE>
<CAPTION>
Sheet No.      Description                                              Issue Date     Revision Date
---------      -----------                                              ----------     -------------
Architectural
-------------
<S>            <C>                                                      <C>            <C>
A.0.1          Title Sheet & Index                                      10/10/97
D.1.1          Not Issued
A.1.1          Ground Floor Plan                                        10/10/97       9/22/97
A.1.2          Second Floor Plan                                        10/10/97       10/16/97
A.1.3          Roof Plan and Detail                                     10/10/97
A.2.1          Interior Finish Schedule                                 10/10/97
A.2.2          Door & Frame Schedule & Types                            10/10/97
A.2.3          Door & Frame Details                                     10/10/97
A.3.1          Building Elevations                                      10/10/97
A.4.1          Ground Floor Reflected Ceiling Plan                      10/10/97       8/26/97
A.4.2          Second Floor Reflected Ceiling Plan                      10/10/97       10/16/97
A.5.1          Building Cross Sections                                  10/10/97
A.5.2          Building Sections                                        10/10/97
A.6.1          Ground Floor Partial Plans                               10/10/97
A.6.2          Not Issued
A.6.3          Second Floor Partial Plans                               No Date
A.6.4          Not Issued
</TABLE>



                                  Page 5 of 13
<PAGE>   21

<TABLE>
<S>            <C>                                                      <C>            <C>
A.7.1          Vertical Circulation, Stair #1 Plan & Section            10/10/97
               Guardrail Details
A.7.2          Vertical Circulation, Stair #1 Plan & Section            10/10/97
               Guardrail Details
A.7.3          Not Issued
A.8.1          Not Issued
A.8.2          Not Issued
A.9.1          Not Issued
A.9.1          Not Issued

Structural
----------
S.1            Foundation Plan                                          5/23/97
S.2            Second Floor Framing Plan/Slab Reinforcements            5/23/97
S.3            Second Floor Framing Plan/Beam Reinforcements            5/23/97
S.4            Floor Slabs and Beams Schedule                           5/23/97
S.5            Roof Framing Plan
S.6            Structural Detail                                        5/23/97
S.7            Structural Detail                                        5/23/97
S.8            General Notes & Details                                  5/23/97
S.9            Structural Details

Plumbing
--------
P.0.1          Kitchen Equipment & Fixture Schedules                    10/10/97
P.1.1          First Floor Soil, Waste & Vent Plan                      10/10/97       10/09/97
P.1.2          Second Floor Soil, Waste & Vent Plan                     10/10/97       10/9/97
P.2.1          First Floor Hot & Cold Water & Gas Plans                 10/10/97
P.2.2          Second Floor Hot & Cold Water & Gas Plans                10/10/97
P.3.1          Kitchen Soil, Waste, Vent Plan                           10/10/97
P.3.2          Kitchen Hot & Cold water & Gas Plan                      10/10/97
P.4.1          Plumbing Details                                         10/10/97

Fire Protection
---------------
F.0.1          Fire Sprinkler Specification & Details                   10/10/97
F.1.1          First and Second Floor Fire Protection Plan              10/10/97

Mechanical
----------
M.0.1          Schedule and Details                                     10/10/97       9/30/97
M.1.1          First Floor Plan - HVAC                                  10/10/97
M.1.2          Second Floor Plan - HVAC                                 10/10/97       9/30/97

Electrical
----------
E.0.1          Schedule, Legend & Notes                                 10/10/97
E.0.2          Electrical Site Plan                                     10/10/97
E.1.1          First Floor Plan - Lighting                              10/10/97
</TABLE>



                                  Page 6 of 13
<PAGE>   22

<TABLE>
<S>            <C>                                                      <C>            <C>
E.1.2          Second Floor Plan - Lighting                             10/10/97
E.2.1          First Floor Plan - Power & Signal                        10/10/97
E.2.2          Second Floor Plan -Power & Signal                        10/10/97
E.3.1          Kitchen Plan - Electrical                                10/10/97
E.3.2          Service Station - Electrical & Detail                    10/10/97
E.4.1          Electrical Detail                                        10/10/97

Kitchen/Food Service Equipment
------------------------------
K.1            General                                                  10/10/97       6/3/97
K.2            Kitchen Plans - Equipment                                10/10/97
K.3            Kitchen Plans - Plumbing                                 10/10/97
K.4            Kitchen Plans - Electrical                               10/10/97
K.5            Wall Support for Equipment                               10/10/97
K.6            Refrigerator/Freezer Plan & Specification & Exhaust      10/10/97
               Hood Details & Specifications
K.7            Kitchen Elevations                                       10/10/97
K.8            Kitchen Elevations                                       10/10/97
K.9            Kitchen Elevations                                       10/10/97
K.10           Kitchen Elevations                                       10/10/97

Interior Design
---------------
ID-C           Drawing Index & General Notes                            10/10/97
ID-100         Second Floor Key Plan                                    10/10/97
ID-101         Second Floor Key Plan                                    10/10/97
ID-200         Second Floor Reflected Ceiling Plan                      10/10/97
ID-201         Second Floor Reflected Ceiling Plan                      10/10/97
ID-300         Second Floor Power & Communications                      10/10/97
ID-301         Second Floor Power & Communications                      10/10/97
ID-400         Second Floor Finish Plan                                 10/10/97
ID-401         Second Floor Finish Plan                                 10/10/97
ID-500         Second Floor Furniture Plan                              10/10/97
ID-501         Second Floor Furniture Plan                              10/10/97
ID-600         Finish Notes & Description                               10/10/97
ID-601         Not Issued
ID-700         Interior Elevations                                      10/10/97
ID-701         Interior Elevations                                      10/10/97
ID-702         Interior Elevations                                      10/10/97
ID-703         Interior Elevations                                      10/10/97
ID-704         Interior Elevations                                      10/10/97
ID-705         Interior Elevations                                      10/10/97
ID-706         Interior Elevations                                      10/10/97
ID-707         Interior Elevations                                      10/10/97
ID-708         Interior Elevations                                      10/10/97
ID-709         Interior Elevations                                      10/10/97
</TABLE>

                                  Page 7 of 13
<PAGE>   23

2.   Specifications titled Harbourtown Conference Center, Sea Pines, Hilton Head
     Island, SC prepared by Lee & Parker Architects dated October 10, 1997.

3.   The following Allowances are included in the Heritage Conference Center
     Building Construction:

     a.   Carpet and pad                                         $109,500.00
     b.   Wall coverings at moveable partitions                  $ 14,418.00
     c.   Audio-visual system                                    $ 31,364.00
     d.   Finish Hardware material & labor                       $ 27,244.00
     e.   Connector bridge to clubhouse                          $  5,686.00
     f.   Heritage Locker Room finish allowance                  $100,000.00

4.   The Heritage Conference Center Building Construction specifically includes
     the following:

     a.   The Building Permit Fee for the Conference Center has already been
          paid and is not included.
     b.   De-watering and 2 ft. of stone under continuous footing concrete are
          included, similar to the plan requirements for the spread footing
          concrete.
     c.   Operable Panel Partitions are included as Modernfold Acousti-Seal 932
          (STC50) as an equal product to Holcombe & Hoke (no STC rating
          specified).


E.   INN AT HARBOUR TOWN AND SEA PINES RACQUET CLUB SITEWORK

1.   The Inn at Harbour Town and Sea Pines Racquet Club sitework portion of this
     proposal is based on the following documents prepared by Thomas & Hutton
     Engineering Co. titled "The Inn at Harbour Town".

<TABLE>
<CAPTION>
Sheet No.    Description                                      Issue Date     Revision Date
---------    -----------                                      ----------     -------------
<C>          <C>                                              <C>            <C>
1            Coversheet                                       5/12/98        5/5/99
2            Sheet Index                                      5/5/98         5/5/99
3            Demolition Plan                                  10/21/98       5/4/99
4            Paving, Grading & Drainage                       3/17/98        4/30/99
5            Paving, Grading & Drainage                       3/17/98        4/30/99
6            Water & Sewer Plan                               3/17/98        4/30/99
7            Water & Sewer Plan                               3/17/98        4/30/99
8            Sewer Profiles                                   5/5/98
9            Details                                          5/5/98         5/5/99
10           Details                                          5/5/98         11/9/98
11           Details                                          5/5/98         1/7/99
12           Composite Harbour Town Inn & Conference
             Center Plan
13           Composite Site Development Plan
</TABLE>


                                  Page 8 of 13
<PAGE>   24

2.   The sitework portion of this contract does not include the Work shown on
     the sitework drawings listed above completed under the previous sitework
     contract dated October 6, 1998.

3.   The Inn at Harbour Town and Sea Pines Racquet Club Sitework specifically
     includes the following:

     a.   Sanitary Sewer shall be completed as shown on sheet 5, revision date
          10/28/98 of the above listed drawings and does not include re-routing
          the sanitary sewer through the tennis center.
     b.   No sitework for the future tennis shop is included.
     c.   Removal of tennis court fences is not included.
     d.   Replacement of bollards, benches, etc. is not included except as
          included in the site furnishings allowance.
     e.   Irrigation repair is not included.
     f.   Tree protection is not included.
     g.   Repair of utilities not located by Owner or identified on the Contract
          Documents.

F.   INN AT HARBOUR TOWN AND SEA PINES RACQUET CLUB LANDSCAPE WORK

1.   The Inn at Harbour Town and Sea Pines Racquet Club Landscape Development
     work portion of this proposal is based on the following documents prepared
     by Wood + Partners, Inc. titled "The Inn at Harbour Town and Stan Smith
     Tennis Center".

<TABLE>
<CAPTION>
Sheet No.        Description                                     Issue Date     Revision Date
---------        -----------                                     ----------     -------------
<S>              <C>                                             <C>            <C>
                 Cover Sheet                                     3/19/99
L-1              Layout Sheet - Area 1                           3/19/99
L-2              Layout Sheet - Area 2                           3/19/99
L-3              Layout Sheet 3                                  3/19/99
L-4              Grading Plan                                    3/19/99
L-5              Grading Plan                                    3/19/99
L-6              Detail Sheet                                    3/19/99
L-7              Tennis Monument Construction Details
                 Lighting Schedule                               3/19/99
L-8              Detail Sheet                                    3/19/99
L-9              Maintenance Area Site Plan/Layout Plan          3/19/99
L-10             Gazebo Details                                  3/19/99
L-11             Planting Plan 1                                 3/19/99
L-12             Planting Plan 2                                 3/19/99
L-13             Planting Plan 3                                 3/19/99
L-14             Lighting Plan Area 1                            3/19/99
L-15             Lighting Plan Area 1                            3/19/99
</TABLE>

2.   The following Allowances are included in the Inn at Harbour Town and Sea
     Pines Racquet Club Landscape Work:

     a.   Landscape Mounding                                $2,000.00



                                  Page 9 of 13
<PAGE>   25

     b.   Site Signage                                           $6,860.00
     c.   Site Electrical                                        $60,500.00
     d.   Site Furnishings                                       $3,800.00
     e.   Irrigation System                                      $24,992.00
     f.   Champions Monument                                     $14,000.00
     g.   Misc. electrical services                              $10,000.00
     h.   Repair existing tree lights                            $ 2,000.00
     i.   Tennis court lights electrical service                 $10,000.00
     j.   Terrace Fountain                                       $50,000.00

2.   The scope and quantity of work included in this portion of the contract is
     shown on the attached Attachments F and G as the Phase I Work. Value
     Engineering changes accepted by the Owner and included in the GMP include
     the following:

     a.   Defer until Phase II the painting of the stucco retaining wall on
          Lighthouse Lane.
     b.   Delete textured paving at the entrance area.
     c.   Defer until Phase II the Entry Feature on Lighthouse Road.
     d.   Defer the Site Furnishings swings until Phase II.
     e.   Defer the Lighthouse Road signs until Phase II.
     f.   Change the size of the Parson's Juniper and Evergreen Giant Liriope to
          1 gal.
     g.   Defer the Lighthouse Road site lighting until Phase II.
     h.   Defer the Lighthouse Road landscaping until Phase II.
     i.   Delete the annuals which will be included in the operations budget.
     j.   Trench drains at the tennis courts are included in sitework.
     k.   Street lights to be furnished and installed by Palmetto Electric and
          leased them to the Owner.
     l.   Tennis courts shall be renovated in accordance with the Howard B.
          Jones proposal dated May 14, 1999.
     m.   Defer Tennis Gazebos until phase II.


F.   INN AT HARBOUR TOWN BUILDING CONSTRUCTION

1.   The Inn at Harbour Town Building Construction work portion of this proposal
     is based on the following documents prepared by Lee & Parker Architects
     titled "The Inn at Harbour Town".

<TABLE>
<CAPTION>
Sheet No.        Description                                              Issue Date     Revision Date
---------        -----------                                              ----------     -------------
<S>              <C>                                                      <C>            <C>
Architectural
-------------
A.1.1            Parking Level Plan                                       5/24/99
A.1.2            First Floor Plan                                         5/24/99
A.1.3            Second Floor Plan                                        5/24/99
A.1.4            Third Floor Plan                                         5/24/99
A.1.5            Roof Plan                                                5/24/99
A.2.1            Front/Right Elevation Plan                               5/24/99
A.2.2            Golf Course/Left Elevation Plan                          5/24/99
</TABLE>


                                 Page 10 of 13
<PAGE>   26

<TABLE>
<S>              <C>                                                      <C>            <C>
A.5.1            Building Section                                         5/24/99
A.5.2            Building Section                                         5/24/99
A.5.3            Wall Section                                             5/24/99

Structural
----------
S1.0             Foundation Plan                                          5/17/99
S1.1             Foundation Plan                                          5/17/99
S1.2             Shear Wall Plan                                          5/17/99
S2.0             First Floor Framing/Slabs Plan                           5/17/99
S2.1             First Floor Framing/Beams Plan                           5/17/99
S3.0             Beams & Slabs Schedule                                   5/17/99

Plumbing
--------
P0.1             Legend, Schedule, Notes                                  5/17/99
P0.2             Detail                                                   5/17/99
P1.0             Parking Floor Soil, Water & Vent Plan                    5/17/99
P1.1             Parking Floor Hot & Cold Water Plan                      5/17/99
P1.2             First Floor Plan                                         5/17/99
P1.3             Second Floor Plan                                        5/17/99
P1.4             Third Floor Plan                                         5/17/99
P2.0             Detail                                                   5/17/99
P2.1             Detail                                                   5/17/99
P3.0             Waste & Vent Riser                                       5/17/99
P3.1             Waste & Vent Riser                                       5/17/99
P3.2             Water Service Riser                                      5/17/99

Mechanical
----------
M0.1             Schedule, Legend                                         5/10/99
M1.0             Parking Floor Plan - HVAC                                5/10/99
M1.2             First Floor Plan - HVAC                                  5/10/99
M1.3             Second Floor Plan - HVAC                                 5/10/99
M1.4             Third Floor Plan - HVAC                                  5/10/99
M2.1             Detail                                                   5/10/99

Electrical
----------
E.0.0            Legend                                                   3/8/98
E.0.1            Electrical Site Plan                                     3/8/98
E1.0             Parking Floor Plan                                       3/8/98
E.1.1            First Floor Plan                                         3/8/98
E.1.2            Second Floor Plan                                        3/8/98
E.1.3            Third Floor Plan                                         3/8/98
E.2.0            Partial Plan                                             3/8/98
E.3.0            Food Prep Plan                                           3/8/98
E.4.0            Riser Plan                                               3/8/98
E.4.1            Riser Details                                            3/8/98
E.4.2            Riser Details                                            3/8/98
</TABLE>


                                 Page 11 of 13
<PAGE>   27

<TABLE>
<S>              <C>                                                      <C>            <C>
E.4.3            Riser Details                                            3/8/98

Kitchen/Food Service Plan
-------------------------
K.1              Equipment Plan                                           1/27/99
K.2              Symbols, Data & Notes                                    1/27/99
K.3              Symbols, Data & Notes                                    1/27/99
K.4              Elevations/Notes                                         2/99
K.5              Elevations/Sections                                      2/16/99
</TABLE>


2.   Specifications titled The Inn at Harbourtown, Sea Pines, Hilton Head
     Island, SC prepared by Lee & Parker Architects dated June 4, 1999.

3.   The following Allowances are included in the Inn at Harbour Town Building
     Construction. The interior finishes allowances listed below were based on
     the "Interior Finish Descriptive Narrative" prepared by Design Continuum,
     Inc. dated March 19, 1999 and included in Attachment E as qualified in
     below.

     a.   Guest Room Door Locking System                         $ 20,956.00
     b.   Finish Hardware                                        $ 10,775.00
     c.   Sliding Automatic Entry Doors                          $ 12,000.00
     d.   Ceramic Tile                                           $136,239.00
     e.   Stone Floors and Walls                                 $ 40,650.00
     f.   Toilet Accessories                                     $ 18,187.00
     g.   Carpet Pad and Installation Labor                      $ 46,561.00
     h.   Vinyl Wall Covering Installation Labor                 $ 54,285.00
     i.   Plexture Wall Finish                                   $ 66,152.00
     j..  Painting                                               $134,709.00
     k..  Finish Carpentry, Millwork and Casework                $429,533.00
     l..  Cupolas                                                $ 17,900.00
     m.   Stone Vanity Tops                                      $ 30,200.00

4.   The Inn at Harbour Town Building Construction specifically includes the
     following:

     a.   No Metal Louvers are included at the Parking Level.
     b.   Paint finish is included at all interior walls and columns at the
          Parking Level. Stucco not included on the interior of parking level
          columns.
     c.   No ceiling finish or insulation is included at the Parking Level.
     d.   No Fire Pump or Emergency Generator is included.
     e.   Exit Stairs are included as steel construction.
     f.   Entry Canopy is included as wood structure with exposed trusses and
          roof deck.
     g.   No skylight is included at the Canopy walkway.
     h.   No custom millwork is included at the Elevator car. Elevators are
          included as Dover. Oildraulic 2,500#, "Marquis 25". Stainless steel
          jambs and doors at the Parking Level.



                                 Page 12 of 13
<PAGE>   28

          Elevator #1 has bronze doors on floors 1,2,3, and model DAP car
          finish. Elevator #2 has painted steel doors, jambs, and car finish.
     i.   Mini Bars are not included.
     j.   Lighted magnifying mirrors are not included.
     k.   Room Safes are not included.
     l.   The Costs of blueprinting is not included.
     m.   No Lobby Planters or Plants are included.
     n.   Roofing is included as specified for the Heritage Conference Center.
     o.   Guest Room shower doors are included as Alumax 3/8" glass frameless
          construction.
     p.   All Guest Room doors except the Corridor entry door are included as
          standard paint grade flush doors in the configuration indicated.
          Louver doors are included at closets.
     q.   It is noted that the Finish Carpentry Allowance is compiled including
          all Guest Room finish carpentry as paint grade in standard shapes.
          Ceiling Beams at the Guest Rooms and Brackets at the Corridors are
          eliminated.
     r.   Two chutes are included in lieu of the three shown.
     s.   Handrails are included as mechanically fastened instead of welded
          aluminum.
     t.   Stair #1 shall have heart pine trim with carpet treads and risers.



                                 Page 13 of 13
<PAGE>   29

                                  ATTACHMENT B
                               INN AT HARBOUR TOWN
                           HERITAGE CONFERENCE CENTER
                             SEA PINES RACQUET CLUB

                               SCHEDULE OF VALUES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                         INN AT          HERITAGE        SEA PINES
   ITEM               DESCRIPTION                     HARBOUR TOWN     CONF. CENTER     RACQUET CLUB        TOTAL

--------------------------------------------------------------------------------------------------------------------------
<S>        <C>                                        <C>              <C>              <C>                 <C>
           BUILDING CONSTRUCTION
    1      Building Sitework                               $21,580         $108,545                0         $130,125
    2      Concrete Foundation                             235,684          165,335                0          401,019
    3      Concrete Suspended Slabs                        996,138          331,253                0        1,327,392
    4      Masonry                                           8,500           36,226                0           44,726
    5      Structural Steel                                 36,215          170,640                0          206,855
    6      Railings                                         29,285           17,444                0           46,729
    7      Rough Carpentry                                  47,152           53,337                0          100,489
    8      Exterior Carpentry                               40,733           52,556                0           93,289
    9      Millwork                                        471,438          281,408                0          752,846
    10     Granite Tops                                     30,200           13,425                0           43,625
    11     Skylight                                         10,780                0                0           10,780
    12     Cupola                                           17,900                0                0           17,900
    13     Waterproofing Balconies                          11,000            3,244                0           14,244
    14     Flat Roof                                        71,800                0                0           71,800
    15     Metal Roof                                      120,000          173,077                0          293,077
    16     Flashing & Sheet Metal                           32,200            6,315                0           38,515
    17     Caulking                                         13,400            2,750                0           16,150
    18     Waterproof Foundation                             8,745            4,146                0           12,891
    19     Tectum Deck                                      15,657                0                0           15,657
    20     Hollow Metal                                     34,821           13,825                0           48,646
    21     Flood Doors                                           0           35,700                0           35,700
    22     Wood Doors                                       87,982           27,405                0          115,387
    23     Storefront System                                26,090           41,415                0           67,505
    24     Windows                                         176,851                0                0          176,851
    25     Mirrors                                          10,200                0                0           10,200
    26     Shower Doors                                     42,000              500                0           42,500
    27     Hardware                                         10,775           27,244                0           38,019
    28     Entry Lock System                                20,956                0                0           20,956
    29     Drywall                                         581,779          227,695                0          809,473
    30     Stucco                                          215,000           97,082                0          312,082
    31     Acoustical Ceiling Tile                           6,474           18,632                0           25,106
    32     Carpet                                           46,561          109,500                0          156,061
    33     Stone Floors                                     40,650                0                0           40,650
    34     Ceramic Tile                                    136,240           38,920                0          175,160
    35     Quarry Tile                                       5,588                0                0            5,588
    36     Heart Pine Floors                                46,236                0                0           46,236
    37     Vinyl Flooring                                    2,182            1,900                0            4,082
    38     Paint                                           134,710           36,736                0          171,446
    39     Wallcovering                                     54,285           38,081                0           92,366
------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     Page 1
<PAGE>   30

                                  ATTACHMENT B
                               INN AT HARBOUR TOWN
                           HERITAGE CONFERENCE CENTER
                             SEA PINES RACQUET CLUB

                               SCHEDULE OF VALUES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                         INN AT          HERITAGE        SEA PINES
   ITEM               DESCRIPTION                     HARBOUR TOWN     CONF. CENTER     RACQUET CLUB        TOTAL

--------------------------------------------------------------------------------------------------------------------------
<S>        <C>                                        <C>              <C>              <C>                 <C>
           BUILDING CONSTRUCTION
                                                    --------------------------------------------------------------------
    40     Special Wall Finishes                            66,152                0                0           66,152
    41     Heritage Locker Room Allowance                        0          100,000                0          100,000
    42     FRP Wall Panels                                   6,130           14,150                0           20,280
    43     Final Cleaning                                   13,471            8,458                0           21,929
    44     Specialties                                      55,344           58,367                0          113,710
    45     Kitchen Equipment                                16,799          249,367                0          266,166
    46     Elevators                                       107,127           55,092                0          162,219
    47     Fire Sprinkler System                           144,840           46,240                0          191,080
    48     HVAC & Plumbing                                 979,700          287,245                0        1,266,945
    49     Electrical                                      451,375          350,386                0          801,761
                                                    ------------------------------------------------------------------
    50     BUILDING SUB-TOTAL                            5,738,722        3,303,640                0        9,042,362

    51     LANDSCAPE CONSTRUCTION
    52     Temp. Tennis Center (Allow)                           0                0           59,800           59,800
    53     Landscape Earthwork                               9,484           10,613            7,720           27,816
    54     Gen. Landscape Construction                     262,482           30,385          131,352          424,220
    55     Site Signage                                      3,800                0            5,010            8,810
    56     Site Furnishings                                  6,860            2,260            5,200           14,320
    57     Landscape Development                           167,432           52,895           70,265          290,592
    58     Site Electrical                                  29,900                0           15,770           45,670
    59     Tennis Court Construction                             0                0          422,285          422,285
                                                    ------------------------------------------------------------------
    60     LANDSCAPE SUB-TOTAL                             479,958           96,152          717,403        1,293,513

    61     SITEWORK
    62     Sitework                                        226,591          146,000          255,517          628,108
    63                                                           0                0                0                0
                                                    ------------------------------------------------------------------
    64     SITEWORK SUB-TOTAL                              226,591          146,000          255,517          628,108

    65     GENERAL REQUIREMENTS
    66     General Conditions                              283,992          136,570                0          420,562
    67     Building Permits                                 39,767            6,482            6,041           52,290
    68     Taxes & Insurance                               106,211           66,102            1,141          173,454
    69     Payment & Performance Bonds                           0                0                0                0
                                                    ------------------------------------------------------------------
    70     GENERAL REQUIREMENTS SUB-TOTAL                  429,969          209,154            7,182          646,306

                                                    ------------------------------------------------------------------
    71     TOTAL COST OF THE WORK                        6,875,241        3,754,946          980,102       11,610,289

    72     CONTRACTOR'S FEE                    8.0%        550,019          300,396           78,408          928,823

                                                    ------------------------------------------------------------------
    73     GUARANTEED MAXIMUM PRICE                     $7,425,260       $4,055,342       $1,058,510      $12,539,112

----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     Page 2