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                                                                   Exhibit 10.72

                        1997 EDITION - ELECTRONIC FORMAT

                                                        AIA Document A111 - 1997

STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR
where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated
Guaranteed Maximum Price

AGREEMENT made as of December 22, 2003.
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)
Corixa Corporation
1124 Columbia Street, Suite 200
Seattle, WA 98104

and the Contractor:
(Name, address and other information)
BN Builders, Inc.
1518 First Avenue South, Second Floor
Seattle, WA 98134

The Project is:
(Name and location)

The Architect is:
(Name, address and other information)

The Owner and Contractor agree as follows.

RECITAL:

This Agreement amends, replaces in its entirety and supersedes that certain
Standard Form of Agreement Between Owner and Contractor dated as of July 20,
2001 (the "Original Agreement") between Owner and Contractor. Each party hereto
agrees that upon the execution of this Agreement such party shall forever
release and relinquish any and all claims, demands, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees and costs),
whether known or unknown, arising out of or relating to the Original Agreement
which such party may have against the other party or its affiliates or any of
their officers, directors, employees, agents, representatives or assigns.

ARTICLE 1 THE CONTRACT DOCUMENTS

         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, either written or oral. An enumeration
         of the Contract

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         Documents, other than Modifications, appears in Article 15. 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 fully execute the Work described in the
         Contract Documents, except to the extent specifically indicated in the
         Contract Documents to be the responsibility of others.

         2.2      The Contractor will provide as a part of the Work of the
Contract pre-construction services as shall be necessary to complete the
development of the Drawings and Specification, the Schedule and the Guaranteed
Maximum Price for the Project, as well as all work necessary to perform a
constructability review of the Project and value management of all systems and
building components and determination of sequencing the Work as follows:

                  2.2.1    Project Management Systems and Procedures for
                  Pre-Construction. The contractor is required to provide
                  complete project management services to track, monitor,
                  report, and manage all of the parts and pieces of the Project
                  in a manner that will allow Owner to maintain all such items
                  at any time during the course of construction. The Owner will
                  rely on the contractor's accuracy and timeliness of these
                  services to make informed decisions relating to the Project.

                  2.2.2    Drawings. Specifications and Constructability. The
                  Contractor will advise Owner in connection with all aspects
                  of the process necessary to complete the construction
                  drawings. As a part of the Contractor's participation in the
                  design process for the Project, the Contractor will use its
                  best efforts to insure that the Project design will include
                  the latest, and best suited, technology for each building
                  system. The Contractor will evaluate all systems and recommend
                  the system to the Owner. The evaluation will also address any
                  impacts each system will have on the Project included, but
                  not limited to, cost, performance, schedule and how each
                  system relates to other pertinent systems.

                  2.2.3    Budgeting and Estimating. The Owner has established a
                  direct cost construction budget for this Project of
                  $17,449,527.00. Contractor shall upon completion of the
                  Drawings and Specifications deliver to Owner Contractor's
                  final Guaranteed Maximum Price, which shall include
                  Contractor's fee hereunder, a contingency of two percent (2%)
                  and all Work necessary to complete the Project in accordance
                  with the requirements of this Agreement and based on the final
                  design documents. At the end of the process contemplated by
                  this Subparagraph 2.2.2, the Contractor and the Owner shall
                  arrive at a budget (the "Budget") for the Cost of the Work. In
                  the event that final budget determined by the Contractor as a
                  result of the bids, as provided for herein, on the final
                  Drawings and Specifications construction drawings is more than
                  ten percent (10%) in excess of the direct cost construction
                  budget described above, Owner shall have the right to
                  terminate this Agreement as provided in Section 14.4 of the
                  General Conditions.

                  2.2.4    Scheduling. Simultaneous with the delivery by
                  Contractor of the Guarantied Maximum Price as set forth above,
                  the Contractor shall deliver to Owner and the Owner and the
                  Contractor shall agree on a schedule ("Schedule") for the
                  Project. As a result of Contractor's involvement in the
                  preparation of the Contract Documents and the Schedule,
                  Contractor accepts and confirms that the time allowed in
                  Article 4 and the Schedule is reasonable and sufficient for
                  completing the Work

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         within such time requirements. The Schedule will identify long lead
         items and critical activities for the Project. Each major Project
         activity will be clearly identified in the schedule as well as identify
         the responsible lead supervisor, subcontractor or other applicable
         person or entity for each task. The Schedule will also define the
         relationship of each activity to other activities, along with logic
         ties for previous and future Work. The schedule system will be capable
         of schedule control, indicating manpower, equipment, and other resource
         requirements; and, have the ability to forecast cash outflow for the
         Project.

ARTICLE 3 RELATIONSHIP OF THE PARTIES

         The Contractor accepts the relationship of trust and confidence
         established by this Agreement and covenants with the Owner to cooperate
         with the Architect and Owner's Consultants 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 to complete the entire Work within the Contract Time
         required by this Agreement; 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 (i) to exercise commercially reasonable
         efforts to enable the Contractor to perform the Work in the best way
         and most expeditious manner by furnishing and approving in a timely way
         information required by the Contractor, and (ii) to make payments to
         the Contractor in accordance with the requirements of the Contract
         Documents, but subject to the retention provisions of this Agreement
         and the other Contract Documents whereby Owner is permitted to withhold
         certain amounts from such payments.

ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1.1    The date of commencement is the date from which the Contract Time of
         Subparagraph 4.1.2 is measured and shall be the date fixed in a notice
         to proceed issued by the Owner to the Contractor.

4.1.2    Substantial Completion of the Work shall be deemed to have occurred
         upon the following (i) the Architect has certified that the Work has
         been completed in accordance with the Contract Documents, subject to
         the completion of punch list items, (ii) a temporary certificate of
         occupancy for the Project has been issued by the applicable
         governmental authority, and (iii) the Contractor is prepared to issue
         and file a Notice of Completion for the Project. As a condition to
         obtaining the Architect's certification of Substantial Completion, the
         Contractor must submit to the Owner and Architect a request for
         Substantial Completion inspection, a list of items to be completed as
         of such date (i. e., punch list items) and an estimated time to final
         completion of all punch list items. Punch list items shall be deemed to
         be only those items which do not affect or impair, in any material way,
         the use and occupancy of the Project by the Owner. The Architect and
         the Owner's

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         Consultants will make only two (2) inspections of the Project, at times
         reasonably convenient to all parties, to determine whether Substantial
         Completion and/or final completion of such Building has been achieved.
         If the Project is determined by the Architect and/or the Owner's
         Consultants, with Owner's concurrence therein, not to be finally
         complete on the second (2nd) such inspection, then each successive
         inspection of such Building by the Architect and/or the Owner's
         Consultants (or any of them) will be at the sole cost and expense of
         the Contractor, and the Owner shall be permitted to charge to the
         Contractor, and offset against amounts otherwise payable to the
         Contractor under this Contract, the fees, costs and expenses payable to
         the Architect and/or the Owner's Consultants in connection with any
         such subsequent inspections. The Contractor shall diligently prosecute
         the Work in a good and workmanlike manner and achieve Substantial
         Completion on or before July 16, 2004 (the "Contract Time"), subject to
         adjustments of this Contract Time as provided in the Contract
         Documents. The Contractor agrees that the Schedule is adequate and
         agrees to dedicate such personnel and other resources as may be
         necessary to assure that the Work is continuously managed and performed
         in a diligent, skilled and workmanlike manner.

4.1.3    IT IS AGREED BY THE CONTRACTOR AND OWNER THAT, BECAUSE IT WOULD BE
         IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGE TO THE
         OWNER SHOULD PROJECT FAIL TO REACH SUBSTANTIAL COMPLETION WITHIN THE
         TIME PERIOD SPECIFIED IN SUBPARAGRAPH 4.1.2 ABOVE, THERE SHALL BE
         ASSESSED AS LIQUIDATED DAMAGES, BUT NOT AS A PENALTY, THE SUM OF
         $12,000 FOR EACH DAY UP TO THIRTY (30) DAYS AND $6,000 FOR EACH DAY
         OVER THIRTY (30) DAYS BEYOND THE APPLICABLE CONTRACT TIME UNTIL THE
         DATE THAT THE PROJECT HAS REACHED SUBSTANTIAL COMPLETION. THE PAYMENT
         OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR
         PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE OWNER.

         CONTRACTOR'S INITIALS: ___________  OWNER'S INITIALS: __________

The Owner may deduct liquidated damages actually incurred from time to time from
any unpaid amounts then or thereafter due to the Contractor under this
Agreement. Any liquidated damages not so deducted from any unpaid amounts due
the Contractor shall be payable to the Owner at the demand of the Owner,
together with interest thereon from the date of demand until paid at the rate of
interest stated in Paragraph 14.2 hereof.

         If, prior to commencement of the Work, the Owner requires time to file
         mortgages, mechanic's liens and other security interests, the Owner's
         time requirement shall be as follows:

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ARTICLE 5 BASIS FOR PAYMENT

         5.1      CONTRACT SUM

         5.1.1    The Owner shall pay the Contractor the Contract Sum in current
         funds for the Contractor's performance of the Contract. The Contract
         Sum is the Cost of the Work as defined in Article 7 plus the
         Contractor's Fee.

         5.1.2    The Contractor's Fee is: 2% of the Cost of the Work.
         (State a lump sum, percentage of Cost of the Work or other provision
         for determining the Contractor's Fee, and describe  the method of
         adjustment of the Contractor's Fee for changes in the Work.)

         5.2      GUARANTEED MAXIMUM PRICE

         5.2.1    The sum of the Cost of the Work and the Contractor's Fee is
         guaranteed by the Contractor not to exceed the Guaranteed Maximum
         Price agreed on between Owner and Contractor pursuant to Article 2
         above, 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. To the extent that the
         Cost of the Work is less than the Guaranteed Maximum Price, any such
         savings shall be shared 75% by Owner and 25% by Contractor.
         Notwithstanding the preceding sentence, the Contractor's share of any
         such savings shall be increased by 2-1/2% for each complete week that
         Substantial Completion of the Work is achieved in advance of the date
         for Substantial Completion of the Work as set forth in the Schedule;
         provided that the maximum increase in the Contractor's share of such
         savings shall be 10%, in which case the Owner's share shall be 65% and
         the Contractor's share shall be 35%.

         (Insert specific provisions if the Contractor is to participate in any
         savings.)

         5.2.2    The Guaranteed Maximum Price is based upon the Drawings and
         Specifications developed pursuant to Article 2 above and which will be
         described in Exhibit C/D upon completion of the Drawings and
         Specifications, and all other Contract Documents. Contractor hereby
         represents and warrants that it has participated in the preparation of
         the Drawings and Specifications, the Schedule and the Budget as
         developed pursuant to Article II and upon completion attached as
         Exhibit B/E, as defined below, that it has had sufficient time to
         review all of such items, that it has substantial experience in
         performing projects with scopes of work similar to the Work defined
         herein, and has intensively reviewed the Contract Documents and has
         found such Contract Documents to be sufficiently complete to (a)
         apprise the Contractor of the character, nature, scope and extent of
         and standards for the Project, the time required to complete the Work
         and the quality of the Work, and (b) permit the Contractor to satisfy
         itself that the total of the Cost of the Work plus the Contractor's Fee
         will not exceed the Guaranteed Maximum

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         Price. Contractor also represents and warrants that it has (i) visited
         and inspected the Project site and become familiar with local
         conditions that may in any manner affect the cost, progress or
         performance of the Work, (ii) become familiar with all Federal, State
         and local laws, ordinances, rules and regulations that may in any
         manner affect the cost, progress or performance of the Work, (iii)
         become familiar with the anticipated labor supply and costs, (iv)
         become familiar with local utility company standards and policies, and
         (v) studied and carefully correlated all of the Contractor's foregoing
         observations with the Contract Documents.

         5.2.4 Allowances, if any, are as follows:

         (Identify and state the amounts of any allowances, and state whether
         they include labor, materials, or both.)

ARTICLE 6 CHANGES IN THE WORK

         6.1      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 AIA Document A201-1997.

         6.2      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 AIA
         Document A201-1997 and the terms "costs" and "a reasonable allowance
         for overhead and profit" as used in Subparagraph 7.3.6 of AIA Document
         A201-1997 shall have the meanings assigned to them in AIA Document
         A201-1997 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.

         6.3      In calculating adjustments to the Guaranteed Maximum Price,
         the terms "cost" and "costs" as used in the above-referenced provisions
         of AIA Document A201-1997 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 Subparagraph 5.1.2 of this Agreement.

         6.4      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 is 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, and the Guaranteed Maximum Price shall be adjusted
         accordingly.

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6.5      The Contractor shall furnish such employees, materials, facilities and
         equipment and shall Work such hours, including extra shifts, overtime
         operations and Sundays and holidays as may be necessary to ensure the
         prosecution and completion of the Work in accordance with the agreed
         upon Schedule as developed pursuant to Article II and upon completion
         attached as Exhibit B. If Work is not being performed in accordance
         with the Schedule and any element of the Work that is a critical path
         item is more than fifteen (15) days behind the Schedule, or it becomes
         apparent from the Schedule that the Work shall not be completed within
         the Contract Time, subject in each instance to any extension pursuant
         to Section 8.3 of the General Conditions, the Contractor agrees that
         it shall, as necessary to improve its progress, take some or all of the
         following actions, at no additional cost to the Owner.

         6.5.1    Increase the number of employees in such crafts as shall
                  regain lost Schedule progress; and

         6.5.2    Increase the number of Working hours per shift, shifts per
                  Working day, Working days per week, the amount of equipment or
                  any combination of the foregoing to regain lost Schedule
                  progress.

6.6      In addition, the Architect or the Owner's Consultants may require the
         Contractor to prepare and submit a recovery Schedule demonstrating
         the Contractor's program and proposed Plan to regain lost Schedule
         progress and to ensure completion of the Work within the time period
         provided in the Schedule. If the Architect and/or the Owner's
         Consultants find the proposed plan not acceptable, the Architect and/or
         the Owner's Consultants may require the Contractor to submit a new
         Plan. If the actions taken by the Contractor or the second proposed
         Plan are not satisfactory, the Architect and/or the Owner's Consultants
         may require the Contractor to take any of the actions set forth in
         Paragraph 6.5 without additional cost to the Owner.

6.7      Failure of the Contractor to substantially comply with the requirements
         of Paragraphs 6.5 and 6.6 may be considered grounds for a termination
         by the Owner, pursuant to Paragraph 14.4 of the General Conditions,
         that the Contractor is failing to prosecute the Work with such
         diligence as to ensure its completion within the time specified.

ARTICLE 7 COSTS TO BE REIMBURSED

         7.1 COST OF THE WORK

         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.

         7.2 LABOR COSTS

         7.2.1    Wages of construction workers directly employed by the
         Contractor to perform the construction of the Work at the site or, with
         the Owner's approval, at off-site workshops.

7.2.2    Wages of construction workers directly employed by the Contractor to
perform the construction of the Work at the site. Attached hereto as Exhibit F
is a list of the unit wage

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rates for all categories of workers that are reasonably anticipated to be
employed by Contractor in connection with the Project. Such unit wages shall not
be changed except as required as a result of changes in applicable union wage
rates and then only to the extent approved by Owner, which approval shall not be
unreasonably withheld.

         7.2.3    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.

         7.2.4    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
         Subparagraphs 7.2.1 through 7.2.3.

         7.2.5    Wages or salaries of the Contractors supervising and
         administrative personnel when stationed at the site and wages and
         salaries of personnel performing project management, estimating,
         preconstruction services, scheduling, manpower planning, data
         processing, coordinating with core/shell team, whether performed at the
         site or elsewhere but only to the extent of the actual time required
         for such work.

         7.3 SUBCONTRACT COSTS

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

         7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
         CONSTRUCTION

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

         7.4.2    Costs of materials described in the preceding Subparagraph
         7.4.1 in excess of those actually installed to allow for reasonable
         waste and spoilage. Unused excess materials, if any, shall become the
         Owner's property at the completion of the Work or, at the Owner's
         option, shall be sold by the Contractor. Any amounts realized from such
         sales shall be credited to the Owner as a deduction from the Cost of
         the Work.

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

         7.5.1    Costs, including transportation and storage, installation,
         maintenance, dismantling and removal of materials, supplies, temporary
         facilities, machinery, equipment, and hand tools not customarily owned
         by construction workers, that are provided by the Contractor at the
         site and fully consumed in the performance of the Work; and cost (less
         salvage value) of 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.

         7.5.2    Rental charges for temporary facilities, machinery, equipment,
         and hand tools not customarily owned by construction workers that 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 to the Owner's prior
         approval.

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         7.5.3    Costs of removal of debris from the site.

         7.5.4    Costs of document reproductions, facsimile transmissions and
         long-distance telephone calls, postage and parcel delivery charges,
         telephone service at the site and reasonable petty cash expenses of the
         site office.

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

         7.5.6    Costs of materials and equipment suitably stored off the site
         at a mutually acceptable location, if approved in advance by the Owner.

         7.6      MISCELLANEOUS COSTS

         7.6.1    That portion of insurance and bond premiums that can be
         directly attributed to this Contract:

         7.6.2    Sales, use or similar taxes imposed by a governmental
         authority that are related to the Work.

         7.6.3    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.

         7.6.4    Fees of 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 AIA Document
         A201-1997 or other provisions of the Contract Documents, and which do
         not fall within the scope of Subparagraph 7.7.3.

         7.6.5

         7.6.6    Data processing costs related to the Work.

         7.6.7    Deposits lost for causes other than the Contractor's
         negligence or failure to fulfill a specific responsibility to the Owner
         as set forth in the Contract Documents.

         7.6.8    Legal, mediation and arbitration costs, including attorneys'
         fees, other than those arising from disputes between the Owner and
         Contractor, reasonably incurred by the Contractor in the performance of
         the Work and with the Owner's prior written approval; which approval
         shall not be unreasonably withheld.

         7.6.9    Expenses incurred in accordance with the Contractor's standard
         personnel policy for relocation and temporary living allowances of
         personnel required for the Work, if approved by the Owner.

         7.7 OTHER COSTS AND EMERGENCIES

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

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         7.7.2    Costs due to emergencies incurred 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 10.6 of AIA
         Document A201-1997.

         7.7.3    Costs of repairing or correcting damaged or nonconforming Work
         executed by the Contractor, Subcontractors or suppliers, provided that
         such damaged or nonconforming Work was not caused by negligence or
         failure to fulfill a specific responsibility of the Contractor and only
         to the extent that the cost of repair or correction is not recoverable
         by the Contractor from insurance, sureties, Subcontractors or
         suppliers.

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 Subparagraphs 7.2.2
         and 7.2.3 or as may be provided in Article 14.

         8.1.2    Expenses of the Contractor's principal office and offices
         other than 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 Subparagraph 7.5.2.

         8.1.6 Except as provided in Subparagraph 7.7.3 of this Agreement, costs
         due to the negligence or failure to fulfill a specific responsibility
         of the Contractor, Subcontractors and suppliers or anyone directly or
         indirectly employed by any of them or for whose acts any of them may
         be liable.

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

         8.1.8 Costs, other than costs included in Change Orders approved by the
         Owner,that would cause the Guaranteed Maximum Price to be exceeded.

                  8.1.9    The cost of bonds of Subcontractors or
                           Sub-subcontractors, except (i) in instances where
                           Owner specifically approves such bonds for a
                           particular Subcontractor or Sub-subcontractor, or
                           (ii) when the Owner requires such bonds or the same
                           are required by a governmental agency with
                           jurisdiction over the Project. Owner shall be deemed
                           to have approved a bond for a particular
                           Subcontractor or Sub-subcontractor, if such
                           Subcontractor or Sub-subcontractor is on a list of
                           subcontractors pre-approved by Owner and the bid of
                           such Subcontractor or Sub-subcontractor, inclusive of
                           the proposed bond, is the low bid for the particular
                           aspect of the Work in question.

                  8.1.10   All direct and indirect costs of any nature from or
                           attributable to either delays, disruptions or
                           interferences, excepting only those costs which are
                           expressly identified and permitted in accordance with
                           Article 8 of the

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                           General Conditions.

                  8.1.11   All costs incurred by Contractor for bonuses, stock
                           options, profit sharing arrangements and similar
                           incentive programs, except as otherwise specifically
                           approved by the Owner and included in the wage rates
                           attached as Exhibit F.

                  8.1.12   All direct and indirect costs of any nature resulting
                           from or attributable to concealed conditions, except
                           for those costs which are expressly identified and
                           permitted in accordance with Subparagraph 4.3.6 of
                           the General Conditions.

                  8.1.13   All costs of non-Project related permits, licenses,
                           fees and union dues, required by any local, state or
                           federal governmental authorities or labor agreements
                           to enable the Contractor, its Subcontractor or
                           Sub-subcontractors of any tier to be qualified to do
                           business and/or perform trade activities at the
                           Project site.

                  8.1.14   Costs that would cause the Guaranteed Maximum Price
                           to be exceeded, except costs for changes in the work
                           as provided in Article 7 of the General Conditions
                           and costs included in the claims and disputes upon
                           which Contractor ultimately prevails in accordance
                           with Article 4.3 of the General Conditions.

ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS

         9.1 Cash discounts obtained on payments made by the Contractor shall
         accrue to the Owner if (i) 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 that 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.

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.
         All Subcontracts, including, without limitation, purchase orders shall
         be awarded on the basis of competitive bids submitted by prospective
         Subcontractors according to the following procedure:

         10.1.1   Contractor shall invite bids from proposed Subcontractors on a
                  timely basis so as to meet the requirements of the Schedule.
                  Contractor shall notify Architect, Owner's Consultants and
                  Owner of the schedule for requesting bids. Upon receiving such
                  bids, Owner and Contractor shall jointly open such bids.
                  Contractor shall then analyze all such bids and

                                                                              11

<PAGE>

                  make recommendations to Owner for awards, accompanying its
                  recommendation with all pertinent data, (including information
                  concerning the three best bids for the particular trade or
                  material) required for decision upon the award, and certifying
                  that, to the best of its knowledge, the bid of the recommended
                  proposed Subcontractor is bona fide, fair and reasonable. If
                  the bids submitted by the Contractor for any trade or portion
                  of the Work all exceed the budgeted line item therefor in the
                  Project budget, the Owner may request, and upon such request
                  the Contractor shall obtain, additional bids. The Owner may
                  designate specific persons or entities from whom the
                  Contractor shall obtain bids; however, the Owner may not
                  prohibit the Contractor from obtaining bids from others. The
                  Contractor shall not be required to contract with anyone to
                  whom the Contractor has reasonable objection.

         10.1.2   Failure of Owner to respond to Contractor's recommendation
                  with respect to a particular proposed Subcontractor within
                  fifteen (15) days from the date of Owner's receipt thereof
                  shall constitute rejection of such proposed Subcontractor by
                  Owner.

         10.1.3   When Owner has determined the award to any proposed
                  Subcontractor, Contractor shall Contract solely in its own
                  name and behalf and not in the name or behalf of Owner with
                  the specified Subcontractor.

         10.1.4   Contractor shall not make any substitution for any
                  Subcontractor or person or organization who has been approved
                  by Owner unless the substitution is approved by Owner, or
                  unless Subcontractor is guilty of a material breach of its
                  Subcontract. No increase in the Guaranteed Maximum Cost will
                  be granted for any such Contractor-instituted substitution.

         10.1.6   Owner's acceptance of any Subcontractors pursuant to Paragraph
                  5.2 does not constitute a guarantee or warranty of the
                  Subcontractor or its ability to conduct its portion of the
                  Work.

10.2     Contractor shall furnish to Owner, from time to time, upon five (5)
         days prior written request: (1) a current list of all Subcontractors
         containing such information as Owner may request and (2) true and
         correct copies of all executed Subcontracts.

     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 Owner may
     designate specific persons or entities from whom the Contractor shall
     obtain bids. 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 shall then determine,
     with the advice of the Contractor and the Architect, which bids will be
     accepted. The Contractor shall not be required to contract with anyone to
     whom the Contractor has reasonable objection.

     10.2 If 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 that 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

                                                                              12

<PAGE>

         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     Subcontracts or other agreements shall conform to the
         applicable payment provisions of this Agreement, and shall not be
         awarded on the basis of cost plus a fee without the prior consent of
         the Owner.

ARTICLE 11 ACCOUNTING RECORDS

         The Contractor shall keep full and detailed accounts and exercise such
         controls as may be necessary for proper financial management under this
         Contract, and the accounting and control systems shall be satisfactory
         to the Owner. The Owner and the Owner's accountants shall be afforded
         access to, and shall be permitted to audit and copy, 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. All subcontracts shall contain provisions
         substantially similar to the provisions of this Article 11 and shall
         allow Owner the right to audit the applicable books and records of such
         subcontractors.

ARTICLE 12 PAYMENTS

         12.1 PROGRESS PAYMENTS

         12.1.1   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.

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

         12.1.3   Provided that 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 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 receives the
         Application for Payment.

         12.1.4   With each Application for Payment, the Contractor shall submit
         (a) a statement of the percentage of completion of the Work and each
         trade then in progress correlated with the Contractor's Schedule of
         Values, (b) duly executed conditional lien releases and waivers (in the
         form required under Washington law) from Contractor. The Contractor
         conditionally waives all lien and stop notice rights against the Owner,
         the Project and the Project site with respect to all payments to be
         made in the Application for Payment being submitted, (c) duly executed
         unconditional lien releases and waivers (in the form required under
         Washington law) from Contractor. The Contractor unconditionally and
         irrevocably waives all lien and stop notice rights against the Owner,
         the Project and the Project site with respect to all payments made
         pursuant to all previous Applications for Payment.

                                                                              13

<PAGE>

         12.1.5   Each Application for Payment shall be based on 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 based on the final agreed Guaranteed
         Maximum Price amount. This schedule shall be used as a basis for
         reviewing the Contractor's Applications for Payment.

         12.1.6   The Application for Payment shall constitute a representation
         by the Contractor to the Owner that, to the best of the Contractor's
         knowledge information and belief, the design and construction have
         progressed to the point indicated; the quality of the Work covered by
         the application is in accordance with the Contract Documents; and the
         Contractor is entitled to payment in the amount requested.

         12.1.7   The Contractor shall pay each contractor, upon receipt of
         payment from the Owner, out of the amount paid to the Contractor on
         account of such contractor's work, the amount to which said contractor
         is entitled in accordance with the terms of the Contractor's contract
         with such contractor. The Contractor shall, by appropriate agreement
         with each contractor, require each contractor to make payments to
         subcontractors in similar manner.

         12.1.8   The Owner shall have no obligation to pay or to be responsible
         in any way for payment to a contractor of the Contractor except as may
         otherwise be required by law.

         12.1.9   The Contractor warrants that: (1) title to Work, materials and
         equipment covered by an Application for Payment will pass to the Owner
         either by incorporation in construction or upon receipt of payment by
         the Contractor, whichever occurs first; (2) Work, materials and
         equipment covered by previous Applications for Payment are free and
         clear of liens, claims, security interests or encumbrances, hereinafter
         referred to as "liens;" and (3) no Work, materials and equipment
         covered by an Applications for Payment will have been acquired by the
         Contractor, or any other person performing work at the site or
         furnishing materials or equipment for the Project, subject to an
         agreement under which an interest therein or an encumbrance thereon is
         retained by the seller or otherwise imposed by the Contractor or such
         other person.

         12.1.10  Payment shall be sent to:

         BNBuilders, Inc.
         1518 First Avenue South, Suite 200
         Seattle, WA 98134

                                                                              14

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

                  .1       take that portion of the Guaranteed Maximum Price
                           properly allocable to completed Work as determined by
                           multiplying the percentage of 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 shall be included as
                           provided in Subparagraph 7.3.8 of AIA Document
                           A201-1997;

                  .2       add that portion of the Guaranteed Maximum Price
                           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;

                  .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
                           Subparagraph 5.1.2 or, if the Contractor's Fee is
                           stated as a fixed sum in that Subparagraph, shall be
                           an amount that 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;

                  .4       subtract the aggregate of previous payments made by
                           the Owner;

                  .5       subtract the shortfall, if any, indicated by the
                           Contractor in the documentation required by Paragraph
                           12.1.4 to substantiate prior Applications for
                           Payment, or resulting from errors subsequently
                           discovered by the Owner's accountants in such
                           documentation; and

                  .6       subtract amounts, if any, for which the Architect has
                           withheld or nullified a Certificate for Payment as
                           provided in Paragraph 9.5 of AIA Document A201-1997.

         12.1.13 Except with the Owner's prior approval, payments to
         Subcontractors shall be subject to retainage of not less than ten
         percent (10%). The Owner and the Contractor shall agree upon a
         mutually acceptable procedure for review and approval of payments and
         retention for Subcontractors. Subject to Owner approval, Contractor may
         request and receive an early retention release in instances where (i)
         further retention is not warranted, (ii) applicable work has been
         accepted by Owner, Architect and any applicable governmental authority,
         and (iii) Owner has received evidence of full payment to applicable
         Subcontractors (or such full payment shall occur with such release) and
         all applicable mechanic's lien waivers.

         12.1.14 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 Subparagraph 12.1.4 or other supporting
         data; that the Architect has made exhaustive or continuous on-site
         inspections or that the Architect has made 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.

12.1.15 Owner may at any time elect to issue one or more checks which are
payable jointly to Contractor and its Subcontractors of any tier. This right
includes, but is not

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<PAGE>

limited to, issuing jointly payable checks in circumstances where a dispute
exists between Owner and the Contractor with respect to the value of any
partially or fully completed Work, including disputed claims for Change Orders,
and circumstances where the Contractor has failed to provide lien release/waiver
documents as required herein. Any such checks shall be forwarded to the
Contractor for further handling.

         12.2     FINAL PAYMENT

         12.2.1   Final payment, constituting the entire unpaid balance of the
         Contract Sum, shall be made by the Owner to the Contractor when:

                  .1       the Contractor has fully performed the Contract
                           except for the Contractor's responsibility to correct
                           Work as provided in Subparagraph 12.2.2 of AIA
                           Document A201-1997, and to satisfy other
                           requirements, if any, which extend beyond final
                           payment; and

                  .2       a final Certificate for Payment has been issued by
                           the Architect.

                  .3       Neither final payment nor amounts retained, if any,
                           shall become due until the Contractor submits to the
                           Owner (1) an affidavit that payrolls, bills for
                           materials and equipment, and other indebtedness
                           connected with the Project for which the Owner or
                           Owner's property might be liable have been paid or
                           otherwise satisfied, (2) consent of surety, if any,
                           to final payment, (3) a certificate that insurance
                           required by the Contract Documents is in force
                           following completion of the Work, and (4) if required
                           by the Owner, other data establishing payment or
                           satisfaction of obligations, such as receipts,
                           releases and waivers of liens, to the extent and in
                           such form as may be designated by the Owner. If a
                           contractor refuses to furnish a release or waiver
                           required by the Owner, the Contractor may furnish a
                           bond satisfactory to the Owner to indemnify the Owner
                           against such lien. If such lien remains unsatisfied
                           after payments are made, the Contractor shall
                           reimburse the Owner for moneys the latter may be
                           compelled to pay in discharging such lien, including
                           all costs and reasonable attorney's fees.

         12.2.2   Final payment constituting the entire unpaid balance due shall
         be paid by the Owner to the Contractor within after the Owner's receipt
         of the Contractor's final Application for Payment when the Work has
         been completed and the Contract fully performed except for those
         responsibilities of the Contractor which survive final payment and the
         receipt of the Architect's Final Certificate for Payment.

         12.2.3   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 Subparagraph 12.2.1 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
         Architect's reasons for withholding a certificate as provided in
         Subparagraph 9.5.1 of the AIA Document A201-1997. The

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         time periods stated in this Subparagraph 12.2.3 supersede those
         stated in Subparagraph 9.4.1 of the AIA Document A201-1997.

         12.2.4   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.

         12.2.5   Notwithstanding any other provision of this Article 12. Owner
         may retain and withhold from any final payment an amount equal to up
         to 150% of (a) the value of any defective or nonconforming work, (b)
         the cost to complete all punch list items as determined by the
         Architect, and (c) any other disputed amounts.

         With the final Application for Payment, and as a condition to final
         payment, the Contractor shall submit, in addition to the items required
         pursuant to Paragraph 12.4 above and other provisions of the Contract
         Documents (a) all maintenance and operating manuals, keys, spare parts,
         extra stock and special tools required by the Contract Documents, (b)
         two (2) sets of as-built drawings showing the Work as completed and
         reflecting the location of concealed utilities, mechanical or
         electrical systems and components, (c) all guarantees and warranties
         given in connection with the Work (including all guarantees and
         warranties required by the Contract Documents), (d) assignments of
         all guarantees and warranties of all Subcontractors and
         Sub-subcontractors, (e) evidence of compliance of the Work with any and
         all requirements of all applicable governmental authorities, (f) a list
         of all Subcontractors and Sub-subcontractors of every tier providing
         services and/or materials in connection with the Project, in a formal,
         adequately bound, cataloged form, which shall include the names,
         addresses, telephone numbers and fax numbers of such persons, and shall
         further include notices as to where pertinent persons can and may be
         reached for emergency service, and (g) such other information and
         documentation as the Owner may request in its reasonable discretion.

         Final payment shall not relieve Contractor or any Subcontractors or
         Sub-subcontractors of their respective warranty obligations.

         12.2.6   If, subsequent to final payment and at the Owner's request,
         the Contractor incurs costs described in Article 13 of the General
         Conditions 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.

ARTICLE 13 TERMINATION OR SUSPENSION

         13.1     The Contract may be terminated by the Contractor, or by the
         Owner for convenience, as provided in Article 14 of AIA Document
         A201-1997. However, the amount to be paid to the

                                                                              17

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         Contractor under Subparagraph 14.1.3 of AIA Document A201-1997 shall
         not exceed the amount the Contractor would be entitled to receive under
         Paragraph 13.2 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.

         13.2     The Contract may be terminated by the Owner for cause as
         provided in Article 14 of AIA Document A201-1997. The amount, if any,
         to be paid to the Contractor under Subparagraph 14.2.4 of AIA Document
         A201-1997 shall not cause the Guaranteed Maximum Price to be exceeded,
         nor shall it exceed an amount calculated as follows:

         13.2.1   Take the Cost of the Work incurred by the Contractor to the
         date of termination;

         13.2.2   Add the Contractor's Fee computed upon the Cost of the Work to
         the date of termination at the rate stated in Subparagraph 5.1.2 or, if
         the Contractor's Fee is stated as a fixed sum in that Subparagraph, an
         amount that bears the same ratio 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; and

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

         13.3     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 that the Owner elects to retain and
         that is not otherwise included in the Cost of the Work under
         Subparagraph 13.2.1. 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 13, execute and deliver all such
         papers and lake all such steps, including the legal assignment of such
         subcontracts 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.

         13.4     The Work may be suspended by the Owner as provided in Article
         14 of AIA Document A201-1997; in such case, the Guaranteed Maximum
         Price and Contract Time shall be increased as provided in Subparagraph
         14.3.2 of AIA Document A201-1997 except that the term "profit" shall be
         understood to mean the Contractor's Fee as described in Subparagraphs
         5.1.2 and Paragraph 6.4 of this Agreement.

ARTICLE 14 MISCELLANEOUS PROVISIONS

         14.1     Where reference is made in this Agreement to a provision AIA
         Document A201-1997 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.)

         (Usury 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     The Owner's representative is:

         (Name, address and other in formation.)

         14.4     The Contractor's representative is:

         (Name, address and other information.)

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         14.5     Neither the Owner's nor the Contractor's representative shall
         be changed without ten days' written notice to the other party.

         14.6     Other provisions:

ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS

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

         15.1.1   The Agreement is this executed 1997 edition of the Standard
         Form of Agreement Between Owner and Contractor, AIA Document A111-1997.

         15.1.2   The General Conditions are the 1997 edition of the General
         Conditions of the Contract for Construction, AIA Document A201-1997.

         15.1.3   The Schedule attached as EXHIBIT B.

         15.1.4   The Drawings listed on EXHIBIT C attached.

         15.1.5   The Specifications listed on EXHIBIT D attached.

         Portions of Addenda relating to bidding requirements are not part of
         the Contract Documents unless the bidding requirements are also
         enumerated in this Article 15.

         15.1.6   Other Documents, if any, forming part of the Contract
         Documents are as follows:
         (List here any additional documents, such as a list of alternates that
         are intended to form part of the Contract Documents. AIA Document
         A201-1997 provides 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. )

ARTICLE 16 INSURANCE AND BONDS

         (List required limits of liability for insurance and bonds. AIA
         Document A201-1997 gives other specific requirements for insurance and
         bonds.)

This Agreement is entered into as of 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.

                                                                              19

<PAGE>

CORIXA CORPORATION                      BN BUILDERS, INC.

/s/ Steven Gillis                       /s/ Brad Bastian
__________________________              ______________________________
OWNER (Signature)                       CONTRACTOR (Signature)

Steven Gillis, CEO                      Brad Bastian, President
___________________________             ______________________________
(Printed name and title)                (Printed name and title)

                                                                              20
<PAGE>

                        1997 EDITION - ELECTRONIC FORMAT

                                                        AIA DOCUMENT A201 - 1997

GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

TABLE OF ARTICLES

        1.       GENERAL PROVISIONS

        2.       OWNER

        3.       CONTRACTOR

        4.       ADMINISTRATION OF THE CONTRACT

        5.       SUBCONTRACTORS

        6.       CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

        7.       CHANGES IN THE WORK

        8.       TIME

        9.       PAYMENTS AND COMPLETION

        10.      PROTECTION OF PERSONS AND PROPERTY

        11.      INSURANCE AND BONDS

        12.      UNCOVERING AND CORRECTION OF WORK

        13.      MISCELLANEOUS PROVISIONS

        14.      TERMINATION OR SUSPENSION OF THE CONTRACT

INDEX
Acceptance of Nonconforming Work
        9.6.6, 9.9.3, 12.3
Acceptance of Work
        9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3
Access to Work
        3.16, 6.2.1, 12.1
Accident Prevention
        4.2.3, 10
Acts and Omissions
        3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1,
        9.5.1, 10.2.5, 13.4.2, 13.7, 14.1
Addenda
        1.1.1, 3.11
Additional Costs, Claims for
        4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3
Additional Inspections and Testing
        9.8.3, 12.2.1, 13.5
Additional Time, Claims for
        4.3.4, 4.3.7, 8.3.2
ADMINISTRATION OF THE CONTRACT
        3.1.3, 4, 9.4, 9.5

                                                                               1
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Advertisement or Invitation to Bid
        1.1.1
Aesthetic Effect
        4.2.13, 4.5.1
Allowances
        3.8
All-risk Insurance
        11.4.1.1
Applications for Payment
        4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5,
        9.10, 11.1.3, 14.2.4, 14.4.3
Approvals
        2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2,
        13.5
Arbitration
        4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9,
        11.4.10
Architect
        4.1
Architect, Definition of
        4.1.1
Architect, Extent of Authority
        2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6,
        7.4, 9.2, 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1,
        12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority and Responsibility
        2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1,
        4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13,
        4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6
Architect's Additional Services and Expenses
        2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4
Architect's Administration of the Contract
        3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
Architect's Approvals
        2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7
Architect's Authority to Reject Work
        3.5.1, 4.2.6, 12.1.2, 12.2.1
Architect's Copyright
        1.6
Architect's Decisions
        4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1,
        4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2,
        9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4
Architect's Inspections
        4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
Architect's Instructions
        3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2
Architect's Interpretations
        4.2.11, 4.2.12, 4.3.6
Architect's Project Representative
        4.2.10
Architect's Relationship with Contractor
        1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1,  3.4.2,
        3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3,
        4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2,
        9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3,
        11.4.7, 12, 13.4.2, 13.5
Architect's Relationship with Subcontractors
        1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7
Architect's Representations
        9.4.2, 9.5.1, 9.10.1
Architect's Site Visits
        4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2,
        9.10.1, 13.5
Asbestos
        10.3.1
Attorneys' Fees
        3.18.1, 9.10.2, 10.3.3
Award of Separate Contracts
        6.1.1, 6.1.2
Award of Subcontracts and Other Contracts for Portions of the Work
        5.2
Basic Definitions
        1.1
Bidding Requirements
        1.1.1, 1.1.7, 5.2.1, 11.5.1
Boiler and Machinery Insurance
        11.4.2
Bonds, Lien
        9.10.2
Bonds, Performance, and Payment
        7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Building Permit
        3.7.1
Capitalization
        1.3
Certificate of Substantial Completion
        9.8.3, 9.8.4, 9.8.5
Certificates for Payment
        4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1,
        9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4
Certificates of Inspection, Testing or Approval
        13.5.4
Certificates of Insurance
        9.10.2, 11.1.3
Change Orders
        1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8,
        4.3.4, 4.3.9, 5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.1.1,
        9.10.3, 11.4.1.2, 11.4.4, 11.4.9, 12.1.2
Change Orders, Definition of
        7.2.1
CHANGES IN THE WORK
        3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9
Claim, Definition of
        4.3.1
Claims and Disputes
        3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3,
        9.10.4, 10.3.3
Claims and Timely Assertion of Claims

                                                                               2
<PAGE>

        4.6.5
Claims for Additional Cost
        3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2
Claims for Additional Time
        3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2
Claims for Concealed or Unknown Conditions
        4.3.4
Claims for Damages
        3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,
        11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4
Claims Subject to Arbitration
        4.4.1, 4.5.1, 4.6.1
Cleaning Up
        3.15, 6.3
Commencement of Statutory Limitation Period
        13.7
Commencement of the Work, Conditions Relating to
        2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1,
        5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6,
        11.5.1
Commencement of the Work, Definition of
        8.1.2
Communications Facilitating Contract Administration
        3.9.1, 4.2.4
Completion, Conditions Relating to
        1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8,
        9.9.1, 9.10, 12.2, 13.7, 14.1.2
COMPLETION, PAYMENTS AND
        9
Completion, Substantial
        4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,
        9.10.4.2, 12.2, 13.7
Compliance with Laws
        1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8,
        4.6.4, 4.6.6, 9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4,
        13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3
Concealed or Unknown Conditions
        4.3.4, 8.3.1, 10.3
Conditions of the Contract
        1.1.1, 1.1.7, 6.1.1, 6.1.4
Consent, Written
        1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2,
        9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
        1.1.4, 6
Construction Change Directive, Definition of
        7.3.1
Construction Change Directives
        1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1
Construction Schedules, Contractor's
        1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contingent Assignment of Subcontracts
        5.4, 14.2.2.2
Continuing Contract Performance
        4.3.3
Contract, Definition of
        1.1.2
CONTRACT, TERMINATION OR SUSPENSION OF THE
        5.4.1.1, 11.4.9, 14
Contract Administration
        3.1.3, 4, 9.4, 9.5
Contract Award and Execution, Conditions Relating to
        3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1
Contract Documents, The
        1.1, 1.2
Contract Documents, Copies Furnished and Use of
        1.6, 2.2.5, 5.3
Contract Documents, Definition of
        1.1.1
Contract Sum
        3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1,
        9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4,
        14.3.2
Contract Sum, Definition of
        9.1
Contract Time
        4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1,
        8.2, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2
Contract Time, Definition of
        8.1.1
CONTRACTOR
        3
Contractor, Definition of
        3.1, 6.1.2
Contractor's Construction Schedules
        1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contractor's Employees
        3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2,
        10, 3, 11.1.1, 11.4.7, 14.1, 14.2.1.1,
Contractor's Liability Insurance
        11.1
Contractor's Relationship with Separate Contractors and Owner's Forces
        3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4
Contractor's Relationship with Subcontractors
        1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2,
        11.4.1.2, 11.4.7, 11.4.8
Contractor's Relationship with the Architect
        1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2,
        3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3,
        4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3,
        9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3,

                                                                               3
<PAGE>

        11.4.7, 12, 13.4.2, 13.5
Contractor's Representations
        1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2
Contractor's Responsibility for Those Performing the Work
        3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1,
        10
Contractor's Review of Contract Documents
        1.5.2, 3.2, 3.7.3
Contractor's Right to Stop the Work
        9.7
Contractor's Right to Terminate the Contract
        4.3.10, 14.1
Contractor's Submittals
        3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3,
        9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2
Contractor's Superintendent
        3.9, 10.2.6
Contractor's Supervision and Construction Procedures
        1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3,
        6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14
Contractual Liability Insurance
        11.1.1.8, 11.2, 11.3
Coordination and Correlation
        1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1
Copies Furnished of Drawings and Specifications
        1.6, 2.2.5, 3.11
Copyrights
        1.6, 3.17
Correction of Work
        2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1,
        12.1.2, 12.2, 13.7.1.3
Correlation and Intent of the Contract Documents
        1.2
Cost, Definition of
        7.3.6
Costs
        2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1,
        6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.10.2, 10.3.2,
        10.5, 11.3, 11.4, 12.1, 12.2.1, 12.2.4, 13.5, 14
Cutting and Patching
        6.2.5, 3.14
Damage to Construction of Owner or Separate Contractors
        3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1,
        11.4, 12.2.4
Damage to the Work
        3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4
Damages, Claims for
        3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,
        11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4
Damages for Delay
        6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
Date of Commencement of the Work, Definition of
        8.1.2
Date of Substantial Completion, Definition of
        8.1.3
Day, Definition of
        8.1.4
Decisions of the Architect
        4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1,
        4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2,
        9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4
Decisions to Withhold Certification
        9.4.1, 9.5, 9.7, 14.1.1.3
Defective or Nonconforming Work, Acceptance, Rejection and Correction of
        2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6,
        9.8.2, 9.9.3, 9.10.4, 12.2.1, 137.1.3
Defective Work, Definition of
        3.5.1
Definitions
        1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1,
        4.3.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1
Delays and Extensions of Time
        3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1,
        7.4.1, 7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Disputes
        4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8
Documents and Samples at the Site
        3.11
Drawings, Definition of
        1.1.5
Drawings and Specifications, Use and Ownership of
        1.1.1, 1.3, 2.2.5, 3.11, 5.3
Effective Date of Insurance
        8.2.2, 11.1.2
Emergencies
        4.3.5, 10.6, 14.1.1.2
Employees, Contractor's
        3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2,
        10.3, 11.1.1, 11.4.7, 14.1, 14.2.1.1
Equipment, Labor, Materials and
        1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13,
        3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,
        9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Execution and Progress of the Work
        1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5,
        3.7, 3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3,
        7.3.4, 8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3
Extensions of Time
        3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3,
        7.4.1, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Failure of Payment
        4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Faulty Work

                                                                               4
<PAGE>

        (See Defective or Nonconforming Work)
Final Completion and Final Payment
        4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,
        11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3
Financial Arrangements, Owner's
        2.2.1, 13.2.2, 14.1.1.5
Fire and Extended Coverage Insurance
        11.4
GENERAL PROVISIONS
        1
Governing Law
        13.1
Guarantees (See Warranty)
Hazardous Materials
        10.2.4, 10.3, 10.5
Identification of Contract Documents
        1.5.1
Identification of Subcontractors and Suppliers
        5.2.1
Indemnification
        3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7
Information and Services Required of the Owner
        2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,
        6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,
        11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4
Injury or Damage to Person or Property
        4.3.8, 10.2, 10.6
Inspections
        3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2,
        9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5
Instructions to Bidders
        1.1.1
Instructions to the Contractor
        3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2
Insurance
        3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1,
        9.10.2, 9.10.5, 11
Insurance, Boiler and Machinery
        11.4.2
Insurance, Contractor's Liability
        11.1
Insurance, Effective Date of
        8.2.2, 11.1.2
Insurance, Loss of Use
        11.4.3
Insurance, Owner's Liability
        11.2
Insurance, Project Management Protective Liability
        11.3
Insurance, Property
        10.2.5, 11.4
Insurance, Stored Materials
        9.3.2, 11.4.1.4
INSURANCE AND BONDS
        11
Insurance Companies, Consent to Partial Occupancy
        9.9.1, 11.4.1.5
Insurance Companies, Settlement with
        11.4.10
Intent of the Contract Documents
        1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
Interest
        13.6
Interpretation
        1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4
Interpretations, Written
        4.2.11, 4.2.12, 4.3.6
Joinder and Consolidation of Claims Required
        4.6.4
Judgment on Final Award
        4.6.6
Labor and Materials, Equipment
        1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13,
        3.15.1, 42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,
        9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Labor Disputes
        8.3.1
Laws and Regulations
        1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,
        9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,
        13.5.2, 13.6, 14
Liens
        2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10
Limitation on Consolidation or Joinder
        4.6.4
Limitations, Statutes of
        4.6.3, 12.2.6, 13.7
Limitations of Liability
        2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17,
        3.18, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7,
        9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7, 12.2.5,
        13.4.2
Limitations of Time
        2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,
        4.2.7, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,
        8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9,
        9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14
Loss of Use Insurance
        11.4.3
Material Suppliers
        1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
Materials, Hazardous
        10.2.4, 10.3, 10.5
Materials, Labor, Equipment and
        1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12,
        3.13,

                                                                               5
<PAGE>

        3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2,
        9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Means, Methods, Techniques,Sequences and Procedures of Construction
        3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2
Mechanic's Lien
        4.4.8
Mediation
        4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1,
        10.5
Minor Changes in the Work
        1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4
MISCELLANEOUS PROVISIONS
        13
Modifications, Definition of
        1.1.1
Modifications to the Contract
        1.1.1, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1,
        9.7, 10.3.2, 11.4.1
Mutual Responsibility
        6.2
Nonconforming Work, Acceptance of
        9.6.6, 9.9.3, 12.3
Nonconforming Work, Rejection and Correction of
        2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3,
        9.10.4, 12.2.1, 13.7.1.3
Notice
        2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3,
        4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3,
        11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2
Notice, Written
        2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8,
        4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3,
        11.4.6, 12.2.2, 12.2.4, 13.3, 14
Notice of Testing and Inspections
        13.5.1, 13.5.2
Notice to Proceed
        8.2.2
Notices, Permits, Fees and
        2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
Observations, Contractor's
        1.5.2, 3.2, 3.7.3, 4.3.4
Occupancy
        2.2.2, 9.6.6, 9.8, 11.4.1.5
Orders, Written
        1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2,
        13.5.2, 14.3.1
OWNER
        2
Owner, Definition of
        2.1
Owner, Information and Services Required of the
        2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,
        6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,
        11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4
Owner's Authority
        1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2,
        4.1.2, 4.1.3, 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4,
        5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1,
        9.3.1, 9.3.2, 9.5.1, 9.9.1, 9.10.2, 10.3.2, 11.1.3,
        11.3.1, 11.4.3, 11.4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4
Owner's Financial Capability
        2.2.1, 13.2.2, 14.1.1.5
Owner's Liability Insurance
        11.2
Owner's Loss of Use Insurance
        11.4.3
Owner's Relationship with Subcontractors
        1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2
Owner's Right to Carry Out the Work
        2.4, 12.2.4. 14.2.2.2
Owner's Right to Clean Up
        6.3
Owner's Right to Perform Construction and to Award Separate Contracts
        6.1
Owner's Right to Stop the Work
        2.3
Owner's Right to Suspend the Work
        14.3
Owner's Right to Terminate the Contract
        14.2
Ownership and Use of Drawings, Specifications and Other Instruments of Service
        1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3
Partial Occupancy or Use
        9.6.6, 9.9, 11.4.1.5
Patching, Cutting and
        3.14, 6.2.5
Patents
        3.17
Payment, Applications for
        4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5,
        9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4, 14.4.3
Payment, Certificates for
        4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1,
        9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4
Payment, Failure of
        4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Payment, Final
        4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,
        11.4.5, 12.3.1, 13.7, 14.2.4, 144.3
Payment Bond, Performance Bond and
        7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Payments, Progress
        4.3.3, 9.3,9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

                                                                               6
<PAGE>

PAYMENTS AND COMPLETION
        9
Payments to Subcontractors
        5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4,9.6.7, 11.4. 8,14.2.1.2
PCB
        10.3.1
Performance Bond and Payment Bond
        7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Permits, Fees and Notices
        2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION OF
        10

Polychlorinated Biphenyl
        10.3.1
Product Data, Definition of
        3.12.2
Product Data and Samples, Shop Drawings
        3.11, 3.12, 4.2.7
Progress and Completion
        4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.14
Progress Payments
        4.3.3, 9.3.9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
Project, Definition of the
        1.1.4
Project Management Protective Liability Insurance
        11.3
Project Manual, Definition of the
        1.1.7
Project Manuals
        2.2.5
Project Representatives
        4.2.10
Property Insurance
        10.2.5, 11.4

PROTECTION OF PERSONS AND PROPERTY
        10
Regulations and Laws
        1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1,
        10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,
        13.5.2, 13.6, 14
Rejection of Work
        3.5.1, 4.2.6, 12.2.1
Releases and Waivers of Liens
        9.10.2
Representations
        1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2,
        9.10.1
Representatives
        2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1
Resolution of Claims and Disputes
        4.4, 4.5, 4.6
Responsibility for Those Performing the Work
        3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10
Retainage
         9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3
Review of Contract Documents and Field Conditions by Contractor
        1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3
Review of Contractor's Submittals by Owner and Architect
        3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
Review of Shop Drawings, Product Data and Samples by Contractor
        3.12
Rights and Remedies
        1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 6.1,
        6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14
Royalties, Patents and Copyrights
        3.17
Rules and Notices for Arbitration
        4.6.2
Safely of Persons and Property
        10.2, 10.6
Safety Precautions and Programs
        3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6
Samples, Definition of
        3.12.3
Samples, Shop Drawings, Product Data and
        3.11, 3.12, 4.2.7
Samples at the Site, Documents and
        3.11
Schedule of Values
        9.2, 9.3.1
Schedules, Construction
        1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Separate Contracts and Contractors
        1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, 12.1.2,
        12.2.5
Shop Drawings, Definition of
        3.12.1
Shop Drawings, Product Data and Samples
        3.11, 3.12, 4.2.7
Site, Use of
        3.13, 6.1.1, 6.2.1
Site Inspections
        1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5
Site Visits, Architect's
        4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing
        4.2.6, 12.2.1, 13.5
Specifications, Definition of the

                                                                               7

<PAGE>

        1.1.6
Specifications, The
        1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17
Statute of Limitations
        4.6.3, 12.2.6, 13.7
Stopping the Work
        2.3, 4.3.6, 9.7, 10.3, 14.1
Stored Materials
        6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4
Subcontractor, Definition of
        5.1.1
SUBCONTRACTORS
        5
Subcontractors, Work by
        1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7
Subcontractual Relations
        5.3, 5.4, 9.3. 1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1,
        14. 3. 2
Submittals
        1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8,
        9.9.1, 9.10.2, 9.10.3, 11.1.3
Subrogation, Waivers of
        6.1.1, 11.4.5, 11.4.7
Substantial Completion
        4.2.9, 8.1.1, 8.1.3, 8.2.3, 9. 4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2,
        12. 2, 13.7
Substantial Completion, Definition of
        9.8.1
Substitution of Subcontractors
        5.2.3, 5.2.4
Substitution of Architect
        4.1.3
Substitutions of Materials
        3.4.2, 3.5.1, 7.3.7
Sub-subcontractor, Definition of
        5.1.2
Subsurface Conditions
        4.3.4
Successors and Assigns
        13.2
Superintendent
        3.9, 10.2.6
Supervision and Construction Procedures
        1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4,
        7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14
Surety
        4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2
Surety, Consent of
        9.10.2, 9.10.3
Surveys
        2.2.3
Suspension by the Owner for Convenience
        14.4
Suspension of the Work
        5.4.2,14.3
Suspension or Termination of the Contract
        4.3.6, 5.4.1.1, 11.4.9, 14
Taxes
        3.6, 3.8.2.1, 7.3.6.4
Termination by the Contractor
        4.3.10, 14.1
Termination by the Owner for Cause
        4.3.10, 5.4.1.1, 14.2
Termination of the Architect
        4.1.3
Termination of the Contractor
        14.2.2
TERMINATION OR SUSPENSION OF THE CONTRACT
        14
Tests and Inspections
        3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2,
        11.4.1.1, 12.2.1, 13.5
TIME
        8
Time, Delays and Extensions of
        3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1,
        7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Time Limits
        2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.3,
        4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3,
        9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6,
        11.4.10, 12.2, 13.5, 13.7, 14
Time Limits on Claims
        4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
Title to Work
        9.3.2, 9.3.3
UNCOVERING AND CORRECTION OF WORK
        12
Uncovering of Work
        12.1
Unforeseen Conditions
        4.3.4, 8.3.1, 10.3
Unit Prices
        4.3.9, 7.3.3.2
Use of Documents
        1.1.1, 1.6, 2.2.5, 3.12.6, 5.3
Use of Site
        3.13, 6.1.1, 6.2.1
Values, Schedule of
        9.2, 9.3.1
Waiver of Claims by the Architect
        13.4.2
Waiver of Claims by the Contractor
        4.3.10, 9.10.5, 11.4.7, 13.4.2

                                                                               8

<PAGE>

Waiver of Claims by the Owner

        4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1,
        13.4.2, 14.2.4
Waiver of Consequential Damages
        4.3.10, 14.2.4
Waiver of Liens
        9.10.2, 9.10.4
Waivers of Subrogation
        6.1.1, 11.4.5, 11.4.7
Warranty
        3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1.3
Weather Delays
        4.3.7.2
Work, Definition of
        1.1.3
Written Consent
        1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1,
        9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
Written Interpretations
        4.2.11, 4.2.12, 4.3.6
Written Notice
        2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1,
        8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14
Written Orders
        1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1

ARTICLE 1 GENERAL PROVISIONS

         1.1      BASIC DEFINITIONS

         1.1.1    THE CONTRACT DOCUMENTS

         The Contract Documents consist of the Agreement between Owner and
         Contractor (hereinafter the Agreement), Conditions of the Contract
         (General, Supplementary and other Conditions), Drawings,
         Specifications, Addenda issued prior to execution of the Contract,
         other documents listed in the Agreement and Modifications issued after
         execution of the Contract. A Modification is (1) a written amendment to
         the Contract signed by both parties, (2) a Change Order, (3) a
         Construction Change Directive or (4) a written order for a minor change
         in the Work issued by the Architect. Unless specifically enumerated in
         the Agreement, the Contract Documents do not include other documents
         such as bidding requirements (advertisement or invitation to bid,
         Instructions to Bidders, sample forms, the Contractor's bid or portions
         of Addenda relating to bidding requirements).

         1.1.2    THE CONTRACT

         The Contract Documents form the Contract for Construction. The Contract
         represents the entire and integrated agreement between the parties
         hereto and supersedes prior negotiations, representations or
         agreements, either written or oral. The Contract may be amended or
         modified only by a Modification. The Contract Documents shall not be
         construed to create a contractual relationship of any kind (1) between
         the Architect and Contractor, (2) between the Owner and a Subcontractor
         or Sub-subcontractor, (3) between the Owner and Architect or (4)
         between any persons or entities other than the Owner and Contractor.
         The Architect shall, however, be entitled to performance and
         enforcement of obligations of the Contractor under the Contract
         intended to facilitate performance of the Architect's duties.

         1.1.3    THE WORK

         The term "Work" means the construction and services required by the
         Contract Documents, whether completed or partially completed, and
         includes all other labor, materials, equipment and services provided or
         to be provided by the Contractor to fulfill the Contractor's
         obligations. The Work may constitute the whole or a part of the
         Project.

         1.1.4    THE PROJECT

         The Project is the total construction of which the Work performed under
         the Contract Documents may be the whole or a part and which may include
         construction by the Owner or by separate contractors.

                                                                               9

<PAGE>

         1.1.5    THE DRAWINGS

         The Drawings are the graphic and pictorial portions of the Contract
         Documents showing the design, location and dimensions of the Work,
         generally including plans, elevations, sections, details, schedules and
         diagrams.

         1.1.6    THE SPECIFICATIONS

         The Specifications are that portion of the Contract Documents
         consisting of the written requirements for materials, equipment,
         systems, standards and workmanship for the Work, and performance of
         related services.

         1.1.7    THE PROJECT MANUAL

         The Project Manual is a volume assembled for the Work which may include
         the bidding requirements, sample forms, Conditions of the Contract and
         Specifications.

         1.2      CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

         1.2.1    The intent of the Contract Documents is to include all items
         necessary for the proper execution and completion of the Work by the
         Contractor. The Contract Documents are complementary, and what is
         required by one shall be as binding as if required by all; performance
         by the Contractor shall be required only to the extent consistent with
         the Contract Documents and reasonably inferable from them as being
         necessary to produce the indicated results. The Contractor hereby
         specifically acknowledges and declares that the Contract Documents are
         full and complete, are sufficient to have enabled the Contractor to
         determine the cost of the Work therein in order to enter into the
         Contract and that the Drawings, the Specifications, and all Addenda,
         are sufficient to enable it to construct the Work outlined therein in
         accordance with applicable laws, statutes, building codes and
         regulations, and otherwise to fulfill all its obligations hereunder.
         The Contractor further acknowledges that it has visited the site,
         examined all conditions affecting the Work, is fully familiar with all
         of the conditions thereof and affecting the same, and, having carefully
         examined all Drawings, Specifications and documents. The Contractor
         shall not be responsible for any discrepancies or omissions in the
         Drawings and Specifications, except to the extent that the Contractor
         is aware of, or should be aware of such discrepancies.

         1.2.2    Organization of the Specifications into divisions, sections
         and articles, and arrangement of Drawings shall not control the
         Contractor in dividing the Work among Subcontractors or in establishing
         the extent of Work to be performed by any trade.

         1.2.3    Unless otherwise stated in the Contract Documents, words which
         have well-known technical or construction industry meanings are used in
         the Contract Documents in accordance with such recognized meanings.

         1.3      CAPITALIZATION

         1.3.1    Terms capitalized in these General Conditions include those
         which are (1) specifically defined, (2) the titles of numbered articles
         and identified references to Paragraphs, Subparagraphs and Clauses in
         the document or (3) the titles of other documents published by the
         American Institute of Architects.

         1.4      INTERPRETATION

         1.4.1    In the interest of brevity the Contract Documents frequently
         omit modifying words such as "all" and "any" and articles such as "the"
         and "an, " but the fact that a modifier or an article is absent from
         one statement and appears in another is not intended to affect the
         interpretation of either statement.

                                                                              10

<PAGE>

         1.5      EXECUTION OF CONTRACT DOCUMENTS

         1.5.1    The Contract Documents shall be signed by the Owner and
         Contractor. If either the Owner or Contractor or both do not sign all
         the Contract Documents, the Architect shall identify such unsigned
         Documents upon request.

         1. 5. 2 Execution of the Contract by the Contractor is a representation
         that the Contractor has visited the site, become generally familiar
         with local conditions under which the Work is to be performed and
         correlated personal observations with requirements of the Contract
         Documents.

         1.6      OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER
                  INSTRUMENTS OF SERVICE

         1.6.1    All copies of the Drawings and Specifications, except the
         Contractor's record set, shall be returned or suitably accounted for to
         the Owner, on request, upon completion of the Work. The Drawings,
         Specifications and other documents prepared by the Architect and the
         Architect's consultants, and copies thereof furnished to the
         Contractor, are for use solely with respect to this Project. They are
         not to be used by the Contractor or any Subcontractor,
         Sub-subcontractor or material or equipment supplier on other projects
         or for additions to this Project outside the scope of the Work without
         the specific written consent of the Owner, Architect and the
         Architect's consultants. The Contractor, Subcontractors,
         Sub-subcontractors and material or equipment suppliers are authorized
         to use and reproduce applicable portions of the Drawings,
         Specifications and other documents prepared by the Architect and the
         Architect's consultants appropriate to and for use in the execution of
         their Work under the Contract Documents.

ARTICLE 2 OWNER

         2.1      GENERAL

         2.1.1    The Owner is the person or entity identified as such in the
         Agreement and is referred to throughout the Contract Documents as if
         singular in number. The Owner shall designate in writing a
         representative who shall have express authority to bind the Owner with
         respect to all matters requiring the Owner's approval or authorization.
         Except as otherwise provided in Subparagraph 4. 2. 1, the Architect
         does not have such authority. The term "Owner" means the Owner or the
         Owner's authorized representative.

         2.1.2    The Owner shall furnish to the Contractor within fifteen days
         after receipt of a written request, information necessary and relevant
         for the Contractor to evaluate, give notice of or enforce mechanic's
         lien rights. Such information shall include a correct statement of the
         record legal title to the property on which the Project is located,
         usually referred to as the site, and the Owner's interest therein.

         2.2      INFORMATION AND SERVICES REQUIRED OF THE OWNER

                                                                              11

<PAGE>

         2.2.1    Intentionally deleted.

         2.2.2    Intentionally Deleted.

         2.2.3    Intentionally deleted.

         2.2.4    Information or services required of the Owner by the Contract
         Documents shall be furnished by the Owner with reasonable promptness.
         Any other information or services relevant to the Contractor's
         performance of the Work under the Owner's control shall be furnished by
         the Owner after receipt from the Contractor of a written request for
         such information or services.

         2.2.5    Unless otherwise provided in the Contract Documents, the
         Contractor will be furnished, free of charge, such copies of Drawings
         and Project Manuals as are reasonably necessary for execution of the
         Work.

         2.3      OWNER'S RIGHT TO STOP THE WORK

         2.3.1    If the Contractor fails to correct Work which is not in
         accordance with the requirements of the Contract Documents as required
         by Paragraph 12.2 or persistently fails to carry out Work in
         accordance with the Contract Documents, including, without limitation,
         persistent failure to meet the Schedule as provided in Articles 4 and 6
         of the Agreement, the Owner may issue a written order to the Contractor
         to stop the Work, or any portion thereof, until the cause for such
         order has been eliminated; however, the right of the Owner to stop the
         Work shall not give rise to a duly on the part of the Owner to exercise
         this right for the benefit of the Contractor or any other person or
         entity, except to the extent required by Subparagraph 6.1.3.

         2.4      OWNER'S RIGHT TO CARRY OUT THE WORK

         2.4.1    If the Contractor defaults or neglects to carry out the Work
         in accordance with the Contract Documents and fails within a seven-day
         period after receipt of written notice from the Owner to commence and
         continue correction of such default or neglect with diligence and
         promptness, the Owner may, without prejudice to other remedies the
         Owner may have, correct such deficiencies. In such case an appropriate
         Change Order shall be issued deducting from payments then or thereafter
         due the Contractor the reasonable cost of correcting such deficiencies,
         including Owner's expenses and compensation for the Architect's
         additional services made necessary by such default, neglect or failure.
         Such action by the Owner and amounts charged to the Contractor are both
         subject to prior approval of the Architect. If

                                                                              12

<PAGE>

         payments then or thereafter due the Contractor are not sufficient to
         cover such amounts, the Contractor shall pay the difference to the
         Owner.

ARTICLE 3 CONTRACTOR

         3.1      GENERAL

         3.1.1    The Contractor is the person or entity identified as such in
         the Agreement and is referred to throughout the Contract Documents as
         if singular in number. The term "Contractor" means the Contractor or
         the Contractor's authorized representative.

         3.1.2    The Contractor shall perform the Work in accordance with the
         Contract Documents.

         3.1.3    The Contractor shall not be relieved of obligations to perform
         the Work in accordance with the Contract Documents either by activities
         or duties of the Architect in the Architect's administration of the
         Contract, or by tests, inspections or approvals required or performed
         by persons other than the Contractor.

         3.2      REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY
                  CONTRACTOR

         3.2.1    Since the Contract Documents are complementary, before
         starting each portion of the Work, the Contractor shall carefully study
         and compare the various Drawings and other Contract Documents relative
         to that portion of the Work, as well as the information furnished by
         the Owner pursuant to Subparagraph 2. 2. 3, shall take field
         measurements of any existing conditions related to that portion of the
         Work and shall observe any conditions at the site affecting it or any
         variance from applicable laws, statutes, ordinances, building codes,
         rules, regulations, or any lawful orders of any governmental body, or
         public or quasi-public authority. These obligations are for the purpose
         of facilitating construction by the Contractor and are not for the
         purpose of discovering errors, omissions, or inconsistencies in the
         Contract Documents; however, any errors, inconsistencies or omissions
         discovered by the Contractor shall be reported promptly to the
         Architect as a request for information in such form as the Architect
         may require.

         3.2.2    Any design errors or omissions noted by the Contractor during
         this review shall be reported promptly to the Architect, but it is
         recognized that the Contractor's review is made in the Contractor's
         capacity as a contractor and not as a licensed design professional
         unless otherwise specifically provided in the Contract Documents. The
         Contractor is not required to ascertain that the Contract Documents are
         in accordance with applicable laws, statutes, ordinances, building
         codes, and rules and regulations, but any nonconformity discovered by
         or made known to the Contractor shall be reported promptly to the
         Architect.

         3.2.3    If the Contractor believes that additional cost or time is
         involved because of clarifications or instructions issued by the
         Architect in response to the Contractor's notices or requests for
         information pursuant to Subparagraphs 3. 2. 1 and 3. 2. 2, the
         Contractor shall make Claims as provided in Subparagraphs 4. 3. 6 and
         4. 3. 7. If the Contractor fails to perform the obligations of
         Subparagraphs 3. 2. 1 and 3. 2. 2, the Contractor shall pay such costs
         and damages to the Owner as would have been avoided if the Contractor
         had performed such obligations. The Contractor shall not be liable to
         the Owner or the Architect for damage resulting from errors,
         inconsistencies or omissions in the Contract Documents unless the
         Contractor has performed that portion of the Work that is the subject
         of such error, inconsistency or omission and recognized or reasonably
         should have recognized such error, inconsistency or omission and failed
         to report it to the Architect and the Owner. If the Contractor performs
         any construction activity involving error, inconsistency or omission in
         the Contract Documents that Contractor recognized or reasonably should
         have recognized without such notice to the Architect and the Owner, the
         Contractor

                                                                              13

<PAGE>

         shall be fully responsible for such performance and shall bear all
         costs of correction.

         3.3      SUPERVISION AND CONSTRUCTION PROCEDURES

         3.3.1    The Contractor shall supervise and direct the Work, using the
         Contractor's best skill and attention. The Contractor shall be solely
         responsible for and have control over construction means, methods,
         techniques, sequences and procedures and for coordinating all portions
         of the Work under the Contract, unless the Contract Documents give
         other specific instructions concerning these matters. If the Contract
         Documents give specific instructions concerning construction means,
         methods, techniques, sequences or procedures, the Contractor shall
         evaluate the jobsite safety thereof and, except as stated below, shall
         be fully and solely responsible for the jobsite safety of such means,
         methods, techniques, sequences or procedures. If the Contractor
         determines that such means, methods, techniques, sequences or
         procedures may not be safe, the Contractor shall give timely written
         notice to the Owner and Architect and shall not proceed with that
         portion of the Work without further written instructions from the
         Architect. If the Contractor is then instructed to proceed with the
         required means, methods, techniques, sequences or procedures without
         acceptance of changes proposed by the Contractor, the Owner shall be
         solely responsible for any resulting loss or damage.

         3.3.2    The Contractor shall be responsible to the Owner for acts and
         omissions of the Contractor's employees, Subcontractors and their
         agents and employees, and other persons or  entities performing
         portions of the Work for or on behalf of the Contractor or any of its
         Subcontractors.

         3.3.3    The Contractor shall be responsible for inspection of portions
         of Work already performed to determine that such portions are in proper
         condition to receive subsequent Work.

         3.4      LABOR AND MATERIALS

         3.4.1    Unless otherwise provided in the Contract Documents, the
         Contractor shall provide and pay for labor, materials, equipment,
         tools, construction equipment and machinery, water, heat, utilities,
         transportation, and other facilities and services necessary for proper
         execution and completion of the Work, whether temporary or permanent
         and whether or not incorporated or to be incorporated in the Work.

                  3.4.2    The Contractor may make substitutions only with the
consent of the Owner, after evaluation by the Architect and in accordance with a
Change Order. Should the Specifications or Drawings fail to particularly
describe the material or kind of goods to be used in any place, then it shall be
the duty of the Contractor to Inquire of the Owner or the Architect as to what
is required.

         3.4.3    The Contractor shall enforce strict discipline and good order
         among the Contractor's employees and other persons carrying out the
         Contract. The Contractor shall not permit employment of unfit persons
         or persons not skilled in tasks assigned to them.

         3.5      WARRANTY

         3.5.1    The Contractor warrants to the Owner and Architect that
         materials and equipment furnished under the Contract will be of good
         quality and new unless otherwise required or permitted by the Contract
         Documents, that the Work will be free from defects not inherent in

                                                                              14

<PAGE>

         the quality required or permitted, and that the Work will conform to
         the requirements of the Contract Documents. Work not conforming to
         these requirements, including substitutions not properly approved and
         authorized, may be considered defective. The Contractor's warranty
         excludes remedy for damage or defect caused by abuse, modifications not
         executed by the Contractor, improper or insufficient maintenance,
         improper operation, or normal wear and tear and normal usage. If
         required by the Architect, the Contractor shall furnish satisfactory
         evidence as to the kind and quality of materials and equipment.

         3.6      TAXES

         3.6.1    The Contractor shall pay sales, consumer, use and similar
         taxes for the Work provided by the Contractor which are legally enacted
         when bids are received or negotiations concluded, whether or not yet
         effective or merely scheduled to go into effect.

         3.7      PERMITS, FEES AND NOTICES

         3.7.1    Unless otherwise provided in the Contract Documents, the
         Contractor shall secure and pay for the building permit and other
         permits and governmental fees, licenses and inspections necessary for
         proper execution and completion of the Work which are customarily
         secured after execution of the Contract and which are legally required
         when bids are received or negotiations concluded.

         3.7.2    The Contractor shall comply with and give notices required by
         laws, ordinances, rules, regulations and lawful orders of public
         authorities applicable to performance of the Work.

         3.7.3    It is not the Contractor's responsibility to ascertain that
         the Contract Documents are in accordance with applicable laws,
         statutes, ordinances, building codes, and rules and regulations.
         However, if the Contractor observes that portions of the Contract
         Documents are at variance therewith, the Contractor shall promptly
         notify the Architect and Owner in writing, and necessary changes shall
         be accomplished by appropriate Modification.

         3.7.4    If the Contractor performs Work that it knows or reasonably
         should have known is contrary to any applicable laws, statutes,
         ordinances, building codes, rules or regulations without prompt notice
         to the Architect and the Owner, the Contractor shall be liable for all
         attributable losses, costs, damages and expenses.

         3.8      ALLOWANCES

         3.8.1    The Contractor shall include in the Contract Sum all
         allowances staled in the Contract Documents. Items covered by
         allowances shall be supplied for such amounts and by such persons or
         entities as the Owner may direct, but the Contractor shall not be
         required to employ persons or entities to whom the Contractor has
         reasonable objection.

         3.8.2    Unless otherwise provided in the Contract Documents:

                  .1       allowances shall cover the cost to the Contractor of
                           materials and equipment delivered at the site and all
                           required taxes, less applicable trade discounts;

                  .2       Contractor's costs for unloading and handling at the
                           site, labor, installation costs, overhead, profit and
                           other expenses contemplated for stated allowance
                           amounts shall be included in the Contract Sum but not
                           in the allowances;

                  .3       whenever costs are more than or less than allowances,
                           the Contract Sum shall be adjusted accordingly by
                           Change Order. The amount of the Change Order shall

                                                                              15
<PAGE>

                  reflect (1) the difference between actual costs and the
                  allowances under Clause 3.8.2.1 and (2) changes in
                  Contractor's costs under Clause 3.8.2.2.

         3.8.3    Materials and equipment under an allowance shall be selected
         by the Owner in sufficient time to avoid delay in the Work.

         3.9      SUPERINTENDENT

         3.9.1    The Contractor shall employ a competent superintendent
         approved by Owner and necessary assistants who shall be in attendance
         at the Project site during performance of the Work. The superintendent
         shall represent the Contractor, and communications given to the
         superintendent shall be as binding as if given to the Contractor.
         Important communications shall be confirmed in writing. Other
         communications shall be similarly confirmed on written request in each
         case.

         3.10     CONTRACTOR'S CONSTRUCTION SCHEDULES

         3.10.1   The Contractor, promptly after being awarded the Contract,
         shall prepare and submit for the Owner's and Architect's information a
         Contractor's construction schedule for the Work. The schedule shall not
         exceed time limits current under the Contract Documents, shall be
         revised at appropriate intervals as required by the conditions of the
         Work and Project, shall be related to the entire Project to the extent
         required by the Contract Documents, and shall provide for expeditious
         and practicable execution of the Work.

         3.10.2   The Contractor shall prepare and keep current, for the
         Architect's approval, a schedule of submittals which is coordinated
         with the Contractor's construction schedule and allows the Architect
         reasonable time to review submittals.

         3.10.3   The Contractor shall perform the Work in general accordance
         with the most recent schedules submitted to the Owner and Architect.

                  3.10.4   The Contractor shall also prepare a report not later
than thirty (30) calendar days after the date the parties agree on the
Guaranteed Maximum Price which shall include a complete list of suppliers, items
to be purchased from the suppliers or fabricators, time required for fabrication
and scheduled delivery dates for each item. As soon as available, copies of
purchase orders shall be furnished to the Owner.

                  3.10.5   The Contractor shall hold weekly progress meetings at
the Project site, or at such other time and frequency as are acceptable to the
Owner. Progress of the Work shall be reported in detail with reference to the
construction schedule and the critical path schedule. Each interested
Subcontractor shall have present a competent representative to report the
condition of its work and to receive information.

         3.11     DOCUMENTS AND SAMPLES AT THE SITE

         3.11.1   The Contractor shall maintain at the site for the Owner one
         record copy of the Drawings, Specifications, Addenda, Change Orders and
         other Modifications, in good order and marked currently to record field
         changes and selections made during construction, and one record copy of
         approved Shop Drawings, Product Data, Samples and similar required
         submittals. These shall be available to the Architect and shall be
         delivered to the Architect for submittal to the Owner upon completion
         of the Work.

         3.12     SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

                                                                              16

<PAGE>

         3.12.1   Shop Drawings are drawings, diagrams, schedules and other data
         specially prepared for the Work by the Contractor or a Subcontractor,
         Sub-subcontractor, manufacturer, supplier or distributor to illustrate
         some portion of the Work.

         3.12.2   Product Data are illustrations, standard schedules,
         performance charts, instructions, brochures, diagrams and other
         information furnished by the Contractor to illustrate materials or
         equipment for some portion of the Work.

         3.12.3   Samples are physical examples which illustrate materials,
         equipment or workmanship and establish standards by which the Work will
         be judged.

         3.12.4   Shop Drawings, Product Data, Samples and similar submittals
         are not Contract Documents. The purpose of their submittal is to
         demonstrate for those portions of the Work for which submittals are
         required by the Contract Documents the way by which the Contractor
         proposes to conform to the information given and the design concept
         expressed in the Contract Documents. Review by the Architect is subject
         to the limitations of Subparagraph 4.2.7. Informational submittals upon
         which the Architect is not expected to take responsive action may be so
         identified in the Contract Documents. Submittals which are not required
         by the Contract Documents may be returned by the Architect without
         action.

         3.12.5   The Contractor shall review for compliance with the Contract
         Documents, approve and submit to the Architect Shop Drawings, Product
         Data, Samples and similar submittals required by the Contract Documents
         with reasonable promptness and in such sequence as to cause no delay in
         the Work or in the activities of the Owner or of separate contractors.
         Submittals which are not marked as reviewed for compliance with the
         Contract Documents and approved by the Contractor may be returned by
         the Architect without action.

         3.12.6   By approving and submitting Shop Drawings, Product Data,
         Samples and similar submittals, the Contractor represents that the
         Contractor has determined and verified materials, field measurements
         and field construction criteria related thereto, or will do so, and has
         checked and coordinated the information contained within such
         submittals with the requirements of the Work and of the Contract
         Documents.

         3.12.7   The Contractor shall perform no portion of the Work for which
         the Contract Documents require submittal and review of Shop Drawings,
         Product Data, Samples or similar submittals until the respective
         submittal has been approved by the Architect.

         3.12.8   The Work shall be in accordance with approved submittals
         except that the Contractor shall not be relieved of responsibility for
         deviations from requirements of the Contract Documents by the
         Architect's approval of Shop Drawings, Product Data, Samples or similar
         submittals unless the Contractor has specifically informed the
         Architect in writing of such deviation at the time of submittal and (1)
         the Architect has given written approval to the specific deviation as a
         minor change in the Work, or (2) a Change Order or Construction Change
         Directive has been issued authorizing the deviation. The Contractor
         shall not be relieved of responsibility for errors or omissions in Shop
         Drawings, Product Data, Samples or similar submittals by the
         Architect's approval thereof.

         3.12.9   The Contractor shall direct specific attention, in writing or
         on resubmitted Shop Drawings, Product Data, Samples or similar
         submittals, to revisions other than those requested by the Architect on
         previous submittals. In the absence of such written notice the
         Architect's approval of a resubmission shall not apply to such
         revisions.

         3.12.10   The Contractor shall not be required to provide professional
         services which constitute the practice of architecture or engineering
         unless such services are specifically required by the Contract
         Documents for a portion of the Work or unless the Contractor needs to
         provide such

                                                                              17

<PAGE>

         services in order to carry out the Contractor's responsibilities for
         construction means, methods, techniques, sequences and procedures. The
         Contractor shall not be required to provide professional services in
         violation of applicable law. If professional design services or
         certifications by a design professional related to systems, materials
         or equipment are specifically required of the Contractor by the
         Contract Documents, the Owner and the Architect will specify all
         performance and design criteria that such services must satisfy. The
         Contractor shall cause such services or certifications to be provided
         by a properly licensed design professional, whose signature and seal
         shall appear on all drawings, calculations, specifications,
         certifications, Shop Drawings and other submittals prepared by such
         professional. Shop Drawings and other submittals related to the Work
         designed or certified by such professional, if prepared by others,
         shall bear such professional's written approval when submitted to the
         Architect. The Owner and the Architect shall be entitled to rely upon
         the adequacy, accuracy and completeness of the services, certifications
         or approvals performed by such design professionals, provided the Owner
         and Architect have specified to the Contractor all performance and
         design criteria that such services must satisfy. Pursuant to this
         Subparagraph 3.12.10, the Architect will review, approve or take other
         appropriate action on submittals only for the limited purpose of
         checking for conformance with information given and the design concept
         expressed in the Contract Documents. The Contractor shall not be
         responsible for the adequacy of the performance or design criteria
         required by the Contract Documents.

         3.12.11  The Contractor shall assemble for the Architect's approval and
         transmittal to the Owner three (3) complete copies in looseleaf binders
         of all operating and maintenance data from all manufacturers whose
         equipment is installed in the Work. The Contractor shall also prepare a
         checklist or schedule showing the type of lubricant to be used at each
         point of application, and the intervals between lubrication for each
         item of equipment.

         3.13     USE OF SITE

         3.13.1   The Contractor shall confine operations at the site to areas
         permitted by law, ordinances, permits and the Contract Documents and
         shall not unreasonably encumber the site with materials or equipment.

         3.14     CUTTING AND PATCHING

         3.14.1   The Contractor shall be responsible for cutting, fitting or
         patching required to complete the Work or to make its parts fit
         together properly.

         3.14.2   The Contractor shall not damage or endanger a portion of the
         Work or fully or partially completed construction of the Owner or
         separate contractors by cutting, patching or otherwise altering such
         construction, or by excavation. The Contractor shall not cut or
         otherwise alter such construction by the Owner or a separate contractor
         except with written consent of the Owner and of such separate
         contractor; such consent shall not be unreasonably withheld. The
         Contractor shall not unreasonably withhold from the Owner or a separate
         contractor the Contractor's consent to cutting or otherwise altering
         the Work.

         3.15     CLEANING UP

         3.15.1   The Contractor shall keep the premises and surrounding area
         free from accumulation of waste materials or rubbish caused by
         operations under the Contract. At completion of the Work, the
         Contractor shall remove from and about the Project waste materials,
         rubbish, the Contractor's tools, construction equipment, machinery and
         surplus materials. The Contractor shall be responsible for broken
         glass, and at completion of the work shall replace such damaged or
         broken glass. After broken glass has been replaced, the Contractor
         shall remove all labels, and wash and polish both sides of all such
         glass.

                                                                              18

<PAGE>


         3.15.2   If the Contractor fails to clean up as provided in the
         Contract Documents, the Owner may do so and the cost thereof shall be
         charged to the Contractor.

         3.16     ACCESS TO WORK

         3.16.1   The Contractor shall provide the Owner and Architect access to
         the Work in preparation and progress wherever located.

         3.17     ROYALTIES, PATENTS AND COPYRIGHTS

         3.17.1   The Contractor shall pay all royalties and license fees. The
         Contractor shall defend suits or claims for infringement of copyrights
         and patent rights and shall hold the Owner and Architect harmless from
         loss on account thereof, but shall not be responsible for such defense
         or loss when a particular design, process or product of a particular
         manufacturer or manufacturers is required by the Contract Documents or
         where the copyright violations are contained in Drawings,
         Specifications or other documents prepared by the Owner or Architect.
         However, if the Contractor has reason to believe that the required
         design, process or product is an infringement of a copyright or a
         patent, the Contractor shall be responsible for such loss unless such
         information is promptly furnished to the Architect.

         3.18     INDEMNIFICATION

         3.18.1   The Contractor shall indemnify and hold harmless the Owner and
         its directors, officers, agents, employees and independent contractors
         from and against any and all losses, costs, claims, damages, expenses,
         and liabilities, including without limitation reasonable attorneys'
         fees and expense, arising out of or resulting from (1) the failure of
         the Contractor to perform its obligations under the Contract Documents.
         (2) the inaccuracy of any representation or warranty of the Contractor
         given under the Contract Documents, (3) any claim of damage or loss by
         any Subcontractor or Subsubcontractor or anyone directly or indirectly
         employed by any of them arising out of any alleged act or omission of
         the Contractor or any Subcontractor or Subsubcontractor, or anyone
         directly or indirectly employed by any of them or for whose acts any of
         them may be liable, or (4) any negligent act or omission or willful
         misconduct of the Contractor, or any Subcontractor or Subsubcontractor,
         or anyone directly or indirectly employed by any of them or for whose
         acts any of them may be liable. Contractor's duty to indemnify Owner
         shall not apply to liability for damages arising out of bodily injury
         to persons or damage to property caused by or resulting from the sole
         negligence of Owner or Owner's agent or employees. Contractor's duty to
         indemnify Owner for liability for damages arising out of bodily injury
         to persons or damage to property caused by or resulting from the
         concurrent negligence of (a) Owner or Owner's agents or employees, and
         (b) Contractor or Contractor's agents or employees, shall apply only to
         the extent of negligence of Contractor or Contractor's agents or
         employees. Contractor's duty to defend, indemnify and hold Owner
         harmless shall include, as to all claims, demands, losses and
         liability, to which it applies, and Owner's personnel-related costs,
         reasonable attorney's fees, court costs and all other claim related
         expenses. Contractor specifically and expressly waives any immunity
         that may be granted it under the Washington State Industrial Insurance
         Act, Title 51 revised Code of Washington. Further, the indemnification
         obligation under this Contract shall not be limited in any way by any
         limitation on the amount or type of damages, compensation or benefits
         payable to or for any third party under workers' compensation acts,
         disability benefits acts, or other employee benefits acts; provided
         Contractor's waiver of Immunity by the provisions of this paragraph
         extends only to claims against Owner, and does not include, or extend
         to, any claims by Contractor's employees directly against Contractor.

                                                                              19

<PAGE>


         THE UNDERSIGNED CERTIFY THAT THIS INDEMNIFICATION WAS MUTUALLY
         NEGOTIATED.

              OWNER                          CONTRACTOR

         3.18.2   In claims against any person or entity indemnified under this
         Paragraph 3.18 by an employee of the Contractor, a Subcontractor,
         anyone directly or indirectly employed by them or anyone for whose acts
         they may be liable, the indemnification obligation under Subparagraph
         3.18.1 shall not be limited by a limitation on amount or type of
         damages, compensation or benefits payable by or for the Contractor or a
         Subcontractor under workers' compensation acts, disability benefit acts
         or other employee benefit acts.

3.19        REPRESENTATIONS AND WARRANTIES. The Contractor represents and
warrants the following to the Owner (in addition to the other representations
and warranties contained in the Contract Documents), as an inducement to the
Owner to execute the Owner-Contractor Agreement, which representations and
warranties shall survive the execution and delivery of the Owner-Contractor
Agreement and the final completion of the work:

         (a)      that it is financially solvent, able to pay his debts as they
                  mature and possessed of sufficient working capital to complete
                  the Work and perform his obligations under the Contract
                  Documents;

         (b)      that it is able to furnish the plant, tools, materials,
                  supplies, equipment and labor required to complete the Work
                  and perform his obligations hereunder and has sufficient
                  experience and competence to do so;

         (c)      that it is authorized to do business in the State where the
                  Project is located and properly licensed by all necessary
                  governmental and public and quasi-public authorities having
                  jurisdiction over him and over the work and the site of the
                  Project;

         (d)      that the Contractor's execution of the Owner-Contractor
                  Agreement and its performance thereof is within its duly
                  authorized powers; and

         (e)      that its duly authorized representative has visited the site
                  of the Work, familiarized himself with the local conditions
                  under which the Work is to be performed and correlated his
                  observations with the requirements of

                                                                              20
<PAGE>
                  the Contract Documents.

ARTICLE 4 ADMINISTRATION OF THE CONTRACT

         4.1      ARCHITECT

         4.1.1    The Architect is the person lawfully licensed to practice
         architecture or an entity lawfully practicing architecture identified
         as such in the Agreement and is referred to throughout the Contract
         Documents as if singular in number. The term "Architect" means the
         Architect or the Architect's authorized representative.

         4.1.2    Duties, responsibilities and limitations of authority of the
         Architect as set forth in the Contract Documents shall not be
         restricted, modified or extended without written consent of the Owner,
         Contractor and Architect. Consent shall not be unreasonably withheld.

         4.1.3    If the employment of the Architect is terminated, the Owner
         shall employ a new Architect against whom the Contractor has no
         reasonable objection and whose status under the Contract Documents
         shall be that of the former Architect.

         4.2      ARCHITECT'S ADMINISTRATION OF THE CONTRACT

         4.2.1    The Architect will provide detailed administration of the
         Contract as described in the Contract Documents, and will be an Owner's
         representative (1) during construction, (2) until final payment is due
         and (3) with the Owner's concurrence, from time to time during the
         one-year period for correction of Work described in Paragraph 12.2.

         4.2.2    The Architect, as a representative of the Owner, will visit
         the site at intervals appropriate to the stage of the Contractor's
         operations (1) to become generally familiar with and to keep the Owner
         informed about the progress and quality of the portion of the Work
         completed, (2) to endeavor to guard the Owner against defects and
         deficiencies in the Work, and (3) to determine in general if the Work
         is being performed in a manner indicating that the Work, when fully
         completed, will be in accordance with the Contract Documents. However,
         the Architect will not be required to make exhaustive or continuous
         on-site inspections to check the quality or quantity of the Work. The
         Architect will neither have control over or charge of, nor be
         responsible for, the construction means, methods, techniques, sequences
         or procedures, or for the safety precautions and programs in connection
         with the Work, since these are solely the Contractor's rights and
         responsibilities under the Contract Documents, except as provided in
         Subparagraph 3.3.1.

         4.2.3    The Architect will not be responsible for the Contractor's
         failure to perform the Work in accordance with the requirements of the
         Contract Documents. The Architect will not have control over or charge
         of and will not be responsible for acts or omissions of the Contractor,
         Subcontractors, or their agents or employees, or any other persons or
         entities performing portions of the Work.

         4.2.4    COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION. Except as
         otherwise provided in the Contract Documents or when direct
         communications have been specially authorized, the Owner and Contractor
         shall endeavor to communicate with each other through the Architect
         about matters arising out of or relating to the Contract.
         Communications by and with the Architect's consultants shall be through
         the Architect. Communications by and with Subcontractors and material
         suppliers shall be through the Contractor. Communications by and with
         separate contractors shall be through the Owner.

                                                                              21

<PAGE>


         4.2.5    Based on the Architect's evaluations of the Contractor's
         Applications for Payment, the Architect will review and recommend to
         Owner the amounts due the Contractor and will issue Certificates for
         Payment in such amounts.

         4.2.6    The Architect will have authority to reject Work that does not
         conform to the Contract Documents. Whenever the Architect considers it
         necessary or advisable, the Architect will have authority to require
         inspection or testing of the Work in accordance with Subparagraphs
         13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or
         completed. However, neither this authority of the Architect nor a
         decision made in good faith either to exercise or not to exercise such
         authority shall give rise to a duty or responsibility of the Architect
         to the Contractor, Subcontractors, material and equipment suppliers,
         their agents or employees, or other persons or entities performing
         portions of the Work.

         4.2.7    The Architect will review and approve or take other
         appropriate action upon the Contractor's submittals such as Shop
         Drawings, Product Data and Samples, but only for the limited purpose of
         checking for conformance with information given and the design concept
         expressed in the Contract Documents. The Architect's action will be
         taken with such reasonable promptness as to cause no delay in the Work
         or in the activities of the Owner, Contractor or separate contractors,
         while allowing sufficient time in the Architect's professional judgment
         to permit adequate review. Review of such submittals is not conducted
         for the purpose of determining the accuracy and completeness of other
         details such as dimensions and quantities, or for substantiating
         instructions for installation or performance of equipment or systems,
         all of which remain the responsibility of the Contractor as required by
         the Contract Documents. The Architect's review of the Contractor's
         submittals shall not relieve the Contractor of the obligations under
         Paragraphs 3.3, 3.5 and 3.12. The Architect's review shall not
         constitute approval of safety precautions or, unless otherwise
         specifically stated by the Architect, of any construction means,
         methods, techniques, sequences or procedures. The Architect's approval
         of a specific item shall not indicate approval of an assembly of which
         the item is a component.

         4.2.8    The Architect will prepare Change Orders and Construction
         Change Directives, and may authorize minor changes in the Work as
         provided in Paragraph 7.4.

         4.2.9    The Architect will conduct inspections to determine the date
         or dates of Substantial Completion and the date of final completion,
         will receive and forward to the Owner, for the Owner's review and
         records, written warranties and related documents required by the
         Contract and assembled by the Contractor, and will issue a final
         Certificate for Payment upon compliance with the requirements of the
         Contract Documents.

         4.2.10   If the Owner and Architect agree, the Architect will provide
         one or more project representatives to assist in carrying out the
         Architect's responsibilities at the site. The duties, responsibilities
         and limitations of authority of such project representatives shall be
         as set forth in an exhibit to be incorporated in the Contract
         Documents.

         4.2.11   Upon the request of the Owner, claims, disputes and other
         matters in question relating to the execution or progress of the Work
         or the interpretation of the Contract Documents shall be referred to
         the Architect for initial decision, which the Architect shall render in
         writing within a reasonable time, not to exceed 15 days after the date
         on which such request if made.

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         4.3      CLAIMS AND DISPUTES

         4.3.1    DEFINITION. A Claim is a demand or assertion by one of the
         parties seeking, as a matter of right, adjustment or interpretation of
         Contract terms, payment of money, extension of time or other relief
         with respect to the terms of the Contract. The term "Claim" also
         includes other disputes and matters in question between the Owner and
         Contractor arising out of or relating to the Contract. Claims must be
         initiated by written notice. The responsibility to substantiate Claims
         shall rest with the party making the Claim.

         4.3.2    TIME LIMITS ON CLAIMS. Claims by either party must be
         initiated within 21 days after occurrence of the event giving rise to
         such Claim or within 21 days after the claimant first recognizes the
         condition giving rise to the Claim, whichever is later. Claims must be
         initiated by written notice to the Architect and the other party.

         4.3.3    CONTINUING CONTRACT PERFORMANCE. Pending final resolution of a
         Claim except as otherwise agreed in writing or as provided in
         Subparagraph 9.7.1 and Article 14, the Contractor shall proceed
         diligently with performance of the Contract and the Owner shall
         continue to make payments in accordance with the Contract Documents.

         4.3.4    CLAIMS FOR CONCEALED OR UNKNOWN CONDITIONS. If conditions are
         encountered at the site which are (1) subsurface or otherwise concealed
         physical conditions which differ materially from those indicated in the
         Contract Documents or (2) unknown physical conditions of an unusual
         nature, which differ materially from those ordinarily found to exist
         and generally recognized as inherent in construction activities of the
         character provided for in the Contract Documents, then notice by the
         observing party shall be given to the other party promptly before
         conditions are disturbed and in no event later than 21 days after first
         observance of the conditions. The Architect will promptly investigate
         such conditions and, if they differ materially and cause an increase or
         decrease in the Contractor's cost of, or time required for, performance
         of any part of the Work, will recommend an equitable adjustment in the
         Contract Sum or Contract Time, or both. If the Architect determines
         that the conditions at the site are not materially different from those
         indicated in the Contract Documents and that no change in the terms of
         the Contract is justified, the Architect shall so notify the Owner and
         Contractor in writing, stating the reasons. Claims by either party in
         opposition to such determination must be made within 21 days after the
         Architect has given notice of the decision. If the conditions
         encountered are materially different, the Contract Sum and Contract
         Time shall be equitably adjusted, but if the Owner and Contractor
         cannot agree on an adjustment in the Contract Sum or Contract Time, the
         adjustment shall be referred to the Architect for initial
         determination, subject to further proceedings pursuant to Paragraph
         4.4.

         4.3.5    CLAIMS FOR ADDITIONAL COST. If the Contractor wishes to make
         Claim for an increase in the Contract Sum, written notice as provided
         herein shall be given before proceeding to execute the Work. Prior
         notice is not required for Claims relating to an emergency endangering
         life or property arising under Paragraph 10.6.

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<PAGE>

         4.3.6    If the Contractor believes additional cost is involved for
         reasons including but not limited to (1) a written interpretation from
         the Architect, (2) an order by the Owner to stop the Work where the
         Contractor was not at fault, (3) a written order for a minor change in
         the Work issued by the Architect, (4) failure of payment by the Owner,
         (5) termination of the Contract by the Owner, (6) Owner's suspension or
         (7) other reasonable grounds, Claim shall be filed in accordance with
         this Paragraph 4.3.

         4.3.7    CLAIMS FOR ADDITIONAL TIME

         4.3.7.1  If the Contractor wishes to make Claim for an increase in the
         Contract Time, written notice as provided herein shall be given. The
         Contractor's Claim shall include an estimate of cost and of probable
         effect of delay on progress of the Work. In the case of a continuing
         delay only one Claim is necessary.

         4.3.7.2  If adverse weather conditions are the basis for a Claim for
         additional time, such Claim shall be documented by data substantiating
         that weather conditions were abnormal for the period of time, could not
         have been reasonably anticipated and had an adverse effect on the
         scheduled construction.

         4.3.8    INJURY OR DAMAGE TO PERSON OR PROPERTY. If either party to the
         Contract suffers injury or damage to person or property because of an
         act or omission of the other party, or of others for whose acts such
         party is legally responsible, written notice of such injury or damage,
         whether or not insured, shall be given to the other party within a
         reasonable time not exceeding 21 days after discovery. The notice shall
         provide sufficient detail to enable the other party to investigate the
         matter.

         4.3.9    If unit prices are stated in the Contract Documents or
         subsequently agreed upon, and if quantities originally contemplated are
         materially changed in a proposed Change Order or Construction Change
         Directive so that application of such unit prices to quantities of Work
         proposed will cause substantial inequity to the Owner or Contractor,
         the applicable unit prices shall be equitably adjusted.

         4.3.10   CLAIMS FOR CONSEQUENTIAL DAMAGES. The Contractor and Owner
         waive Claims against each other for consequential damages arising out
         of or relating to this Contract. This mutual waiver includes:

                  .1       damages incurred by the Owner for rental expenses,
                           for losses of use, income, profit, financing,
                           business and reputation, and for loss of management
                           or employee productivity or of the services of such
                           persons; and

                  .2       damages incurred by the Contractor for principal
                           office expenses including the compensation of
                           personnel stationed there, for losses of financing,
                           business and reputation, and for loss of profit
                           except anticipated profit arising directly from the
                           Work.

         This mutual waiver is applicable, without limitation, to all
         consequential damages due to either party's termination in accordance
         with Article 14. Nothing contained in this Subparagraph 4.3.10 shall be
         deemed to preclude an award of liquidated direct damages, when
         applicable, in accordance with the requirements of the Contract
         Documents.

         4.4      RESOLUTION OF CLAIMS AND DISPUTES

         4.4.1    DECISION OF ARCHITECT. To the extent requested by Owner,
         claims, including those alleging an error or omission by the Architect
         but excluding those arising under Paragraphs 10.3 through 10.5, shall
         be referred initially to the Architect for decision. If referred to the
         Architect by Owner, an initial decision by the Architect shall be
         required as a condition precedent to mediation, arbitration or
         litigation of all Claims between the Contractor and Owner arising prior
         to the date final payment is due, unless 30 days have passed after the

                                                                              24

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         Claim has been referred to the Architect with no decision having been
         rendered by the Architect. The Architect will not decide disputes
         between the Contractor and persons or entities other than the Owner.

         4.4.2    The Architect will review Claims and within ten days of the
         receipt of the Claim take one or more of the following actions: (1)
         request additional supporting data from the claimant or a response with
         supporting data from the other party, (2) reject the Claim in whole or
         in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise
         the parties that the Architect is unable to resolve the Claim if the
         Architect lacks sufficient information to evaluate the merits of the
         Claim or if the Architect concludes that, in the Architect's sole
         discretion, it would be inappropriate for the Architect to resolve the
         Claim.

         4.4.3    In evaluating Claims, the Architect may, but shall not be
         obligated to, consult with or seek information from either party or
         from persons with special knowledge or expertise who may assist the
         Architect in rendering a decision. The Architect may request the Owner
         to authorize retention of such persons at the Owner's expense.

         4.4.4    If the Architect requests a party to provide a response to a
         Claim or to furnish additional supporting data, such party shall
         respond, within ten days after receipt of such request, and shall
         either provide a response on the requested supporting data, advise the
         Architect when the response or supporting data will be furnished or
         advise the Architect that no supporting data will be furnished. Upon
         receipt of the response or supporting data, if any, the Architect will
         either reject or approve the Claim in whole or in part.

         4.4.5    The Architect will approve or reject Claims by written
         decision, which shall state the reasons therefor and which shall notify
         the parties of any change in the Contract Sum or Contract Time or both.
         The approval or rejection of a Claim by the Architect shall be final
         and binding on the parties but subject to mediation and arbitration.

         4.4.6    When a written decision of the Architect states that (1) the
         decision is final but subject to mediation and arbitration and (2) a
         demand for arbitration of a Claim covered by such decision must be made
         within 30 days after the date on which the party making the demand
         receives the final written decision, then failure to demand arbitration
         within said 30 days' period shall result in the Architect's decision
         becoming final and binding upon the Owner and Contractor. If the
         Architect renders a decision after arbitration proceedings have been
         initiated, such decision may be entered as evidence, but shall not
         supersede arbitration proceedings unless the decision is acceptable to
         all parties concerned.

         4.4.7    Upon receipt of a Claim against the Contractor or at any time
         thereafter, the Architect or the Owner may, but is not obligated to,
         notify the surety, if any, of the nature and amount of the Claim. If
         the Claim relates to a possibility of a Contractor's default, the
         Architect or the Owner may, but is not obligated to, notify the surety
         and request the surety's assistance in resolving the controversy.

         4.4.8    If a Claim relates to or is the subject of a mechanic's lien,
         the party asserting such Claim may proceed in accordance with
         applicable law to comply with the lien notice or filing deadlines prior
         to resolution of the Claim by the Architect, by mediation or by
         arbitration.

         4.5      MEDIATION

         4.5.1    Any Claim arising out of or related to the Contract, except
         Claims relating to aesthetic effect and except those waived as provided
         for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5 shall, after initial
         decision by the Architect where applicable or 30 days after submission
         of the Claim to the Architect, be subject to mediation as a condition
         precedent to arbitration or the institution of legal or equitable
         proceedings by either party.

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<PAGE>

         4.5.2    The parties shall endeavor to resolve their Claims by
         mediation which, unless the parties mutually agree otherwise, shall be
         in accordance with the Construction Industry Mediation Rules of the
         American Arbitration Association currently in effect. Request for
         mediation shall be filed in writing with the other party to the
         Contract and with the American Arbitration Association. The request may
         be made concurrently with the filing of a demand for arbitration but,
         in such event, mediation shall proceed in advance of arbitration or
         legal or equitable proceedings, which shall be stayed pending mediation
         for a period of 60 days from the date of filing, unless stayed for a
         longer period by agreement of the parties or court order.

         4.5.3    The parties shall share the mediator's fee and any filing fees
         equally. The mediation shall be held in the place where the Project is
         located, unless another location is mutually agreed upon. Agreements
         reached in mediation shall be enforceable as settlement agreements in
         any court having jurisdiction thereof.

         4.6      ARBITRATION

         4.6.1    Any Claim arising out of or related to the Contract, except
         Claims relating to aesthetic effect and except those waived as provided
         for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5, shall, after decision
         by the Architect or 30 days after submission of the Claim to the
         Architect, be subject to arbitration. Prior to arbitration, the parties
         shall endeavor to resolve disputes by mediation in accordance with the
         provisions of Paragraph 4.5.

         4.6.2    Claims not resolved by mediation shall be decided by
         arbitration which, unless the parties mutually agree otherwise, shall
         be in accordance with the Construction Industry Arbitration Rules of
         the American Arbitration Association currently in effect. The demand
         for arbitration shall be filed in writing with the other party to the
         Contract and with the American Arbitration Association, and a copy
         shall be filed with the Architect.

         4.6.3    A demand for arbitration shall be made within the time limits
         specified in Subparagraphs 4.4.6 and 4.6.1 as applicable, and in other
         cases within a reasonable time after the Claim has arisen, and in no
         event shall it be made after the date when institution of legal or
         equitable proceedings based on such Claim would be barred by the
         applicable statute of limitations as determined pursuant to Paragraph
         13.7.

         4.6.4    LIMITATION ON CONSOLIDATION OR JOINDER.

         4.6.5    CLAIMS AND TIMELY ASSERTION OF CLAIMS. The party filing a
         notice of demand for arbitration must assert in the demand all Claims
         then known to that party on which arbitration is permitted to be
         demanded.

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<PAGE>

         4.6.6    JUDGMENT ON FINAL AWARD. The award rendered by the arbitrator
         or arbitrators shall be final, and judgment may be entered upon it in
         accordance with applicable law in any court having jurisdiction
         thereof.

ARTICLE 5 SUBCONTRACTORS

         5.1      DEFINITIONS

         5.1.1    A Subcontractor is a person or entity who has a direct
         contract with the Contractor to perform a portion of the Work at the
         site. The term "Subcontractor" is referred to throughout the Contract
         Documents as if singular in number and means a Subcontractor or an
         authorized representative of the Subcontractor. The term
         "Subcontractor" does not include a separate contractor or
         subcontractors of a separate contractor.

         5.1.2    A Sub-subcontractor is a person or entity who has a direct or
         indirect contract with a Subcontractor to perform a portion of the Work
         at the site. The term "Sub-subcontractor" is referred to throughout the
         Contract Documents as if singular in number and means a Sub-
         subcontractor or an authorized representative of the Sub-subcontractor.

         5.2      AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE
                  WORK

         5.2.1    Unless otherwise stated in the Contract Documents or the
         bidding requirements, the Contractor, as soon as practicable after
         award of the Contract, shall furnish in writing to the Owner through
         the Architect the names of persons or entities (including those who are
         to furnish materials or equipment fabricated to a special design)
         proposed for each principal portion of the Work. The Architect will
         promptly reply to the Contractor in writing stating whether or not the
         Owner or the Architect, after due investigation, has reasonable
         objection to any such proposed person or entity. Failure of the Owner
         or Architect to reply promptly shall constitute notice of no reasonable
         objection.

         5.2.2    The Contractor shall not contract with a proposed person or
         entity to whom the Owner or Architect has made reasonable and timely
         objection. The Contractor shall not be required to contract with anyone
         to whom the Contractor has made reasonable objection.

         5.2.3    If the Owner or Architect has reasonable objection to a person
         or entity proposed by the Contractor, the Contractor shall propose
         another to whom the Owner or Architect has no reasonable objection. If
         the proposed but rejected Subcontractor was reasonably capable of
         performing the Work, the Contract Sum and Contract Time shall be
         increased or decreased by the difference, if any, occasioned by such
         change, and an appropriate Change Order shall be issued before
         commencement of the substitute Subcontractor's Work. However, no
         increase in the Contract Sum or Contract Time shall be allowed for such
         change unless the Contractor has acted promptly and responsively in
         submitting names as required.

         5.2.4    The Contractor shall not change a Subcontractor, person or
         entity previously selected if the Owner or Architect makes reasonable
         objection to such substitute.

         5.3      SUBCONTRACTUAL RELATIONS

         5.3.1    By appropriate agreement, written where legally required for
         validity, the Contractor shall require each Subcontractor, to the
         extent of the Work to be performed by the Subcontractor, to be bound to
         the Contractor by terms of the Contract Documents, and to assume toward
         the Contractor all the obligations and responsibilities, including the
         responsibility for safety of the Subcontractor's Work, which the
         Contractor, by these Documents, assumes toward the Owner and Architect.
         Each subcontract agreement shall preserve and protect the rights of the
         Owner and Architect under the Contract Documents with respect to the
         Work to be performed by the Subcontractor so that subcontracting
         thereof will not prejudice such rights, and shall allow to the
         Subcontractor, unless specifically provided

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<PAGE>

         otherwise in the subcontract agreement, the benefit of all rights,
         remedies and redress against the Contractor that the Contractor, by the
         Contract Documents, has against the Owner. Where appropriate, the
         Contractor shall require each Subcontractor to enter into similar
         agreements with Sub-subcontractors. The Contractor shall make available
         to each proposed Subcontractor, prior to the execution of the
         subcontract agreement, copies of the Contract Documents to which the
         Subcontractor will be bound, and, upon written request of the
         Subcontractor, identify to the Subcontractor terms and conditions of
         the proposed subcontract agreement which may be at variance with the
         Contract Documents. Subcontractors will similarly make copies of
         applicable portions of such documents available to their respective
         proposed Sub-subcontractors.

     5.3.2    Notwithstanding any provision of Subparagraph 5.3.1, any part of
     the Work performed for the Contractor by a Subcontractor or its
     Sub-subcontractor shall be pursuant to a written Subcontract between the
     Contractor and such Subcontractor (or the Subcontractor and its
     Sub-subcontractor at any tier), which shall be prepared on a form of
     subcontract satisfactory to the Owner in all respects. Each such
     subcontract shall, where the context so requires, contain provisions that:

                  1.       require that such Work be performed in accordance
                           with the requirements of the Contract Documents;

                  2.       waive all rights the contracting parties may have
                           against one another or that the Subcontractor or the
                           Subsubcontractor may have against the Owner for
                           damages caused by fire or other perils covered by the
                           insurance described in the Contract Documents;

                  3.       require the Subcontractor to carry and maintain
                           insurance coverage in accordance with the Contract
                           Documents, and to file certificates of such coverage
                           with the Contractor;

                  4.       require the Subcontractor to submit certificates and
                           waivers of liens for work completed by it and by its
                           Sub-subcontractors as a condition to the disbursement
                           of the progress payment next due and owing;

                  5.       require submission to Contractor or Subcontractor, as
                           the case may be, of applications for payment in a
                           form approved by the Owner, together with clearly
                           defined invoices and billings supporting all such
                           applications under each subcontract to which the
                           Contractor is a party;

                  6.       require that each Subcontractor continue to perform
                           under its subcontract in the event the Contract is
                           terminated and the Owner shall take an assignment of
                           said subcontract and request such Subcontractor to
                           continue such performance.

         5.4      CONTINGENT ASSIGNMENT OF SUBCONTRACTS

         5.4.1    Each subcontract agreement for a portion of the Work is
         assigned by the Contractor to the Owner provided that:

                  .1       assignment is effective only after termination of the
                           Contract by the Owner for cause pursuant to Paragraph
                           14.2 and only for those subcontract agreements

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<PAGE>

                           which the Owner accepts by notifying the
                           Subcontractor and Contractor in writing; and

                  .2       assignment is subject to the prior rights of the
                           surety, if any, obligated under bond relating to the
                           Contract.

         5.4.2    Upon such assignment, if the Work has been suspended for more
         than 30 days, the Subcontractor's compensation shall be equitably
         adjusted for increases in cost resulting from the suspension.

ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

         6.1      OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE
                  CONTRACTS

         6.1.1    The Owner reserves the right to perform construction or
         operations related to the Project with the Owner's own forces, and to
         award separate contracts in connection with other portions of the
         Project or other construction or operations on the site under
         Conditions of the Contract identical or substantially similar to these
         including those portions related to insurance and waiver of
         subrogation. If the Contractor claims that delay or additional cost is
         involved because of such action by the Owner, the Contractor shall make
         such Claim as provided in Paragraph 4.3.

         6.1.2    When separate contracts are awarded for different portions of
         the Project or other construction or operations on the site, the term
         "Contractor" in the Contract Documents in each case shall mean the
         Contractor who executes each separate Owner-Contractor Agreement.

         6.1.3    The Owner shall provide for coordination of the activities of
         the Owner's own forces and of each separate contractor with the Work of
         the Contractor, who shall cooperate with them. The Contractor shall
         participate with other separate contractors and the Owner in reviewing
         their construction schedules when directed to do so. The Contractor
         shall make any revisions to the construction schedule deemed necessary
         after a joint review and mutual agreement. The construction schedules
         shall then constitute the schedules to be used by the Contractor,
         separate contractors and the Other until subsequently revised.

         6.1.4    Unless otherwise provided in the Contract Documents, when the
         Owner performs construction or operations related to the Project with
         the Owner's own forces, the Owner shall be deemed to be subject to the
         same obligations and to have the same rights which apply to the
         Contractor under the Conditions of the Contract, including, without
         excluding others, those stated in Article 3, this Article 6 and
         Articles 10, 11 and 12.

         6.2      MUTUAL RESPONSIBILITY

         6.2.1    The Contractor shall afford the Owner and separate contractors
         reasonable opportunity for introduction and storage of their materials
         and equipment and performance of their activities, and shall connect
         and coordinate the Contractor's construction and operations with theirs
         as required by the Contract Documents.

         6.2.2    If part of the Contractor's Work depends for proper execution
         or results upon construction or operations by the Owner or a separate
         contractor, the Contractor shall, prior to proceeding with that portion
         of the Work, promptly report to the Architect apparent discrepancies or
         defects in such other construction that would render it unsuitable for
         such proper execution and results. Failure of the Contractor so to
         report shall constitute an acknowledgment that the Owner's or separate
         contractor's completed or partially completed construction is fit and
         proper to receive the Contractor's Work, except as to defects not then
         reasonably discoverable.

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<PAGE>

         6.2.3    The Owner shall be reimbursed by the Contractor for costs
         incurred by the Owner which are payable to a separate contractor
         because of delays, improperly timed activities or defective
         construction of the Contractor. The Owner shall be responsible to the
         Contractor for costs incurred by the Contractor because of delays,
         improperly timed activities, damage to the Work or defective
         construction of a separate contractor.

         6.2.4    The Contractor shall promptly remedy damage wrongfully caused
         by the Contractor to completed or partially completed construction or
         to property of the Owner or separate contractors as provided in
         Subparagraph 10.2.5.

         6.2.5    The Owner and each separate contractor shall have the same
         responsibilities for cutting and patching as are described for the
         Contractor in Subparagraph 3.14.

         6.3      OWNER'S RIGHT TO CLEAN UP

         6.3.1    If a dispute arises among the Contractor, separate contractors
         and the Owner as to the responsibility under their respective contracts
         for maintaining the premises and surrounding area free from waste
         materials and rubbish, the Owner may clean up and the Architect will
         allocate the cost among those responsible.

 ARTICLE 7 CHANGES IN THE WORK

         7.1      GENERAL

         7.1.1    Changes in the Work may be accomplished after execution of the
         Contract, and without invalidating the Contract, by Change Order,
         Construction Change Directive or order for a minor change in the Work,
         subject to the limitations stated in this Article 7 and elsewhere in
         the Contract Documents.

         7.1.2    A Change Order shall be based upon agreement between the Owner
         and the Contractor; a Construction Change Directive may be issued by
         the Architect with the written approval of the Owner and may or may not
         be agreed to by the Contractor; an order for a minor change in the Work
         which does not involve a change in the Contract Sum or the Contract
         Time may be issued by the Architect alone.

         7.1.3    Changes in the Work shall be performed under applicable
         provisions of the Contract Documents, and the Contractor shall proceed
         promptly, unless otherwise provided in the Change Order, Construction
         Change Directive or order for a minor change in the Work.

         7.2      CHANGE ORDERS

         7.2.1    A Change Order is a written instrument prepared by the
         Architect and signed by the Owner, Contractor and Architect, stating
         their agreement upon all of the following:

                  .1       change in the Work;

                  .2       the amount of the adjustment, if any, in the Contract
                           Sum; and

                  .3       the extent of the adjustment, if any, in the Contract
                           Time.

         7.2.2    Methods used in determining adjustments to the Contract Sum
         may include those listed in Subparagraph 7.3.3.

         7.3      CONSTRUCTION CHANGE DIRECTIVES

         7.3.1    A Construction Change Directive is a written order prepared by
         the Architect and signed by the Owner and Architect, directing a change
         in the Work prior to agreement on

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<PAGE>
         adjustment, if any, in the Contract Sum or Contract Time, or both. The
         Owner may by Construction Change Directive, without invalidating the
         Contract, order changes in the Work within the general scope of the
         Contract consisting of additions, deletions or other revisions, the
         Contract Sum and Contract Time being adjusted accordingly.

         7.3.2    A Construction Change Directive shall be used in the absence
         of total agreement on the terms of a Change Order.

         7.3.3    If the Construction Change Directive provides for an
         adjustment to the Contract Sum, the adjustment shall be based on one of
         the following methods:

                  .1       mutual acceptance of a lump sum properly itemized and
                           supported by sufficient substantiating data to permit
                           evaluation;

                  .2       unit prices stated in the Contract Documents or
                           subsequently agreed upon;

                  .3       cost to be determined in a manner agreed upon by the
                           parties and a mutually acceptable fixed or percentage
                           fee; or

                  .4       as provided in Subparagraph 7.3.6.

         7.3.4    Upon receipt of a Construction Change Directive, the
         Contractor shall promptly proceed with the change in the Work involved
         and advise the Architect of the Contractor's agreement or disagreement
         with the method, if any, provided in the Construction Change Directive
         for determining the proposed adjustment in the Contract Sum or Contract
         Time.

         7.3.5    A Construction Change Directive signed by the Contractor
         indicates the agreement of the Contractor therewith, including
         adjustment in Contract Sum and Contract Time or the en method for
         determining them. Such agreement shall be effective immediately and
         shall be recorded as a Change Order.

         7.3.6    If the Contractor does not respond promptly or disagrees with
         the method for adjustment in the Contract Sum, the method and the
         adjustment shall be determined by the Owner on the basis of reasonable
         expenditures and savings of those performing the Work attributable to
         the change, including, in case of an increase in the Contract Sum, a
         reasonable allowance for overhead and profit. In such case, and also
         under Clause 7.3.3.3, the Contractor shall keep and present, in such
         form as the Architect may prescribe, an itemized accounting together
         with appropriate supporting data. Unless otherwise provided in the
         Contract Documents, costs for the purposes of this Subparagraph 7.3.6
         shall be limited to the following:

                  .1       costs of labor, including social security, old age
                           and unemployment insurance, fringe benefits required
                           by agreement or custom, and workers' compensation
                           insurance;

                  .2       costs of materials, supplies and equipment, including
                           cost of transportation, whether incorporated or
                           consumed;

                  .3       rental costs of machinery and equipment, exclusive of
                           hand tools, whether rented from the Contractor or
                           others;

                  .4       costs of premiums for all bonds and insurance, permit
                           fees, and sales, use or similar taxes related to the
                           Work; and

                  .5       additional costs of supervision and field office
                           personnel directly attributable to the change.

         7.3.7    The amount of credit to be allowed by the Contractor to the
         Owner for a deletion or change which results in a net decrease in the
         Contract Sum shall be actual net cost as confirmed by the Architect.
         When both additions and credits covering related Work or substitutions
         are involved in a change, the allowance for overhead and profit shall
         be figured on the basis of net increase, if any, with respect to that
         change.

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         7.3.8    Pending final determination of the total cost of a
         Construction Change Directive to the Owner, amounts not in dispute for
         such changes in the Work shall be included in Applications for Payment
         accompanied by a Change Order indicating the parties' agreement with
         part or all of such costs. For any portion of such cost that remains in
         dispute, the Architect will make an interim determination for purposes
         of monthly certification for payment for those costs. That
         determination of cost shall adjust the Contract Sum on the same basis
         as a Change Order, subject to the right of either party to disagree and
         assert a claim in accordance with Article 4.

         7.3.9    When the Owner and Contractor agree with the determination
         made by the Architect concerning the adjustments in the Contract Sum
         and Contract Time, or otherwise reach agreement upon the adjustments,
         such agreement shall be effective immediately and shall be recorded by
         preparation and execution of an appropriate Change Order.

         7.3.10   No change in the Work, whether by way of alteration or
         addition to the Work, shall be the basis of an addition to the Contract
         Sum or a change in the Contract Time unless and until such alteration
         or addition has been authorized by a Change Order or a Construction
         Change Directive executed and issued in accordance with and in strict
         compliance with the requirements of the Contract Documents. This
         requirement is of the essence of the Contract Documents. Accordingly,
         no course of conduct or dealings between the parties, nor express or
         implied acceptance of alterations or additions to the Work, and no
         claim that the Owner has been unjustly enriched by any alteration or
         addition to the Work, whether or not there is in fact any such unjust
         enrichment, shall be the basis for any claim to an increase in the
         Contract Sum or change in the Contract Time.

         7.4      MINOR CHANGES IN THE WORK

         7.4.1    The Architect will have authority to order minor changes in
         the Work not involving adjustment in the Contract Sum or extension of
         the Contract Time and not inconsistent with the intent of the Contract
         Documents. Such changes shall be effected by written order and shall be
         binding on the Owner and Contractor. The Contractor shall carry out
         such written orders promptly.

ARTICLE 8 TIME

         8.1      DEFINITIONS

         8.1.1    Unless otherwise provided, Contract Time is the period of
         time, including authorized adjustments, allotted in the Contract
         Documents for Substantial Completion of the Work.

         8.1.2    The date of commencement of the Work is the date established
         in the Agreement.

         8.1.3    The date of Substantial Completion is the date certified by
         the Architect in accordance with Paragraph 9.8.

         8.1.4    The term "day" as used in the Contract Documents shall mean
         calendar day unless otherwise specifically defined.

         8.2      PROGRESS AND COMPLETION

         8.2.1    Time limits stated in the Contract Documents are of the
         essence of the Contract. By executing the Agreement the Contractor
         confirms that the Contract Time is a reasonable period for performing
         the Work.

         8.2.2    The Contractor shall not knowingly, except by agreement or
         instruction of the Owner in writing, prematurely commence operations on
         the site or elsewhere prior to the effective

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         date of insurance required by Article 11 to be furnished by the
         Contractor and Owner. The date of commencement of the Work shall not be
         changed by the effective date of such insurance. Unless the date of
         commencement is established by the Contract Documents or a notice to
         proceed given by the Owner, the Contractor shall notify the Owner in
         writing not less than five days or other agreed period before
         commencing the Work to permit the timely filing of mortgages,
         mechanic's liens and other security interests.

         8.2.3    The Contractor shall proceed expeditiously with adequate
         forces and shall achieve Substantial Completion within the Contract
         Time.

         8.3      DELAYS AND EXTENSIONS OF TIME

8.3.1    If the Contractor is delayed at any time in the commencement or
progress of the Work by an act or neglect of the Owner or Architect, or of an
employee of either, or of a separate contractor employed by the Owner, or by
changes ordered in the Work, or by economic industry-wide strikes, fire, unusual
delay in deliveries, unavoidable casualties or other causes beyond the
Contractor's control, or by delay authorized by the Owner pending mediation and
arbitration, or by other causes which the Architect determines may justify
delay, then the Contract Time and mutually agreed additional costs shall be
extended by Change Order for a period equal to any delay in Substantial
Completion of the Work directly resulting from such delay (an "excusable
delay"). It shall be Contractor's responsibility to notify Owner as soon as
reasonably possible of the circumstances which might give rise to any claim for
delay and to prove to Owner that a delay in Substantial Completion would be
caused specifically by an excusable delay in a portion of the Work which was on
the critical path of the Progress Schedule. Extension of time and additional
costs shall be Contractor's sole remedy for any such delay and no adjustment of
the Contract Sum, except as provided above, shall be made unless the delay shall
have been caused by acts constituting interference by Owner with Contractor's
performance of the Work and such acts continue after Contractor has given
written notice thereof to Owner. Owner's reasonable exercise of any of its
rights under Article 12 "Changes in the Work", regardless of the extent or
number of such changes, or Owner's exercise of any of its rights to stop or
suspend the Work, shall not be construed as interference with Contractor's
performance of the Work.

         8.3.2    Claims relating to time shall be made in accordance with
         applicable provisions of Paragraph 4.3.

         8.3.3    This Paragraph 8.3 does not preclude recovery of damages for
         delay by either party under other provisions of the Contract Documents.

ARTICLE 9 PAYMENTS AND COMPLETION

         9.1      CONTRACT SUM

         9.1.1    The Contract Sum is stated in the Agreement and, including
         authorized adjustments, is the total amount payable by the Owner to the
         Contractor for performance of the Work under the Contract Documents.

         9.2      SCHEDULE OF VALUES

         9.2.1    Before the first Application for Payment, the Contractor shall
         submit to the Owner a schedule of values allocated to various portions
         of the Work. This schedule, shall be used as a basis for reviewing the
         Contractor's Applications for Payment.

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         9.3      APPLICATIONS FOR PAYMENT

         9.3.1    At least ten days before the date established for each
         progress payment, the Contractor shall submit to the Owner and
         Architect an itemized Application for Payment for operations completed
         in accordance with the schedule of values. Such application shall be
         notarized, if required, and reflecting retainage if provided for in the
         Contract Documents.

         9.3.1.1 As provided in Subparagraph 7.3.8, such applications may
         include requests for payment on account of changes in the Work which
         have been properly authorized by Construction Change Directives, or by
         interim determinations of the Architect, but not yet included in Change
         Orders.

         9.3.1.2  Such applications may not include requests for payment for
         portions of the Work for which the Contractor does not intend to pay to
         a Subcontractor or material supplier, unless such Work has been
         performed by others whom the Contractor intends to pay.

         9.3.2    Unless otherwise provided in the Contract Documents, payments
         shall be made on account of materials and equipment delivered and
         suitably stored at the site for subsequent incorporation in the Work.
         If approved in advance by the Owner, payment may similarly be made for
         materials and equipment suitably stored off the site at a location
         agreed upon in writing. Payment for materials and equipment stored on
         or off the site shall be conditioned upon compliance by the Contractor
         with procedures satisfactory to the Owner to establish the Owner's
         title to such materials and equipment or otherwise protect the Owner's
         interest, and shall include the costs of applicable insurance, storage
         and transportation to the site for such materials and equipment stored
         off the site.

         9.3.3    The Contractor warrants that title to all Work covered by an
         Application for Payment will pass to the Owner no later than the time
         of payment. The Contractor further warrants that upon submittal of an
         Application for Payment all Work for which Certificates for Payment
         have been previously issued and payments received from the Owner shall
         be free and clear of liens, claims, security interests or encumbrances
         in favor of the Contractor, Subcontractors, material suppliers, or
         other persons or entities making a claim by reason of having provided
         labor, materials and equipment relating to the Work.

         9.4      CERTIFICATES FOR PAYMENT

         9.4.1    The Architect will, within seven days after receipt of the
         Contractor's Application for Payment, either issue to the Owner a
         Certificate for Payment, with a copy to the Contractor, for such amount
         as the Architect determines is properly due, or notify the Contractor
         and Owner in writing of the Architect's reasons for withholding
         certification in whole or in part as provided in Subparagraph 9.5.1.

         9.4.2    The issuance of a Certificate for Payment will constitute a
         representation by the Architect to the Owner, based on the Architect's
         evaluation of the Work and the data comprising the Application for
         Payment, that the Work has progressed to the point indicated and that
         the quality of the Work is in accordance with the Contract Documents.
         The foregoing representations are subject to an evaluation of the Work
         for conformance with the Contract Documents upon Substantial
         Completion, to results of subsequent tests and inspections, to
         correction of minor deviations from the Contract Documents prior to
         completion and to specific qualifications expressed by the Architect.
         The issuance of a Certificate for Payment will further constitute a
         representation that the Contractor is entitled to payment in the amount
         certified. However, the issuance of a Certificate for Payment will not
         be a representation that the Architect has (1) made exhaustive

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         or continuous on-site inspections to check the quality or quantity of
         the Work, (2) reviewed construction means, methods, techniques,
         sequences or procedures, (3) reviewed copies of requisitions received
         from Subcontractors and material suppliers and other data requested by
         the Owner to substantiate the Contractor's right to payment, or (4)
         made examination to ascertain how or for what purpose the Contractor
         has used money previously paid on account of the Contract Sum.

         9.5      DECISIONS TO WITHHOLD CERTIFICATION

         9.5.1    The Architect may withhold a Certificate for Payment in whole
         or in part, to the extent reasonably necessary to protect the Owner, if
         in the Architect's opinion the representations to the Owner required by
         Subparagraph 9.4.2 cannot be made. If the Architect is unable to
         certify payment in the amount of the Application, the Architect will
         notify the Contractor and Owner as provided in Subparagraph 9.4.1. If
         the Contractor and Architect cannot agree on a revised amount, the
         Architect will promptly issue a Certificate for Payment for the amount
         for which the Architect is able to make such representations to the
         Owner. The Architect may also withhold a Certificate for Payment or,
         because of subsequently discovered evidence, may nullify the whole or a
         part of a Certificate for Payment previously issued, to such extent as
         may be necessary in the Architect's opinion to protect the Owner from
         loss for which the Contractor is responsible, including loss resulting
         from acts and omissions described in Subparagraph 3.3.2, because of:

                  .1       defective Work not remedied;

                  .2       third party claims filed or reasonable evidence
                           indicating probable filing of such claims unless
                           security acceptable to the Owner is provided by the
                           Contractor;

                  .3       failure of the Contractor to make payments properly
                           to Subcontractors or for labor, materials or
                           equipment;

                  .4       reasonable evidence that the Work cannot be completed
                           for the unpaid balance of the Contract Sum;

                  .5       damage to the Owner or another contractor;

                  .6       reasonable evidence that the Work will not be
                           completed within the Contract Time, and that the
                           unpaid balance would not be adequate to cover actual
                           or liquidated damages for the anticipated delay; or

                  .7       persistent failure to carry out the Work in
                           accordance with the Contract Documents.

         9.5.2    When the above reasons for withholding certification are
         removed, certification will be made for amounts previously withheld.

         9.6      PROGRESS PAYMENTS

         9.6.1    After the Architect has issued a Certificate for Payment, the
         Owner shall make payment in the manner and within the time provided in
         the Contract Documents, and shall so notify the Architect.

9.6.2    The Contractor shall promptly pay each Subcontractor, upon receipt of
payment from the Owner, out of the amount paid to the Contractor on account of
such Subcontractor's portion of the Work, the amount to which said Subcontractor
is entitled, reflecting percentages actually retained from payments to the
Contractor on account of such Subcontractor's portion of the Work. The
Contractor shall, by appropriate agreement with each Subcontractor, require each
Subcontractor to make payments to Sub-subcontractors in a similar manner.

         9.6.3    The Architect will, on request, furnish to a Subcontractor, if
         practicable, information regarding percentages of completion or amounts
         applied for by the Contractor and action

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         taken thereon by the Architect and Owner on account of portions of the
         Work done by such Subcontractor.

         9.6.4    Neither the Owner nor Architect shall have an obligation to
         pay or to see to the payment of money to a Subcontractor except as may
         otherwise be required by law.

         9.6.5    Payment to material suppliers shall be treated in a manner
         similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4.

         9.6.6    A Certificate for Payment, a progress payment, or partial or
         entire use or occupancy of the Project by the Owner shall not
         constitute acceptance of Work not in accordance with the Contract
         Documents.

         9.6.7    Unless the Contractor provides the Owner with a payment bond
         in the full penal sum of the Contract Sum, payments received by the
         Contractor for Work properly performed by Subcontractors and suppliers
         shall be held by the Contractor for those Subcontractors or suppliers
         who performed Work or furnished materials, or both, under contract with
         the Contractor for which payment was made by the Owner. Nothing
         contained herein shall require money to be placed in a separate account
         and not commingled with money of the Contractor, shall create any
         fiduciary liability or tort liability on the part of the Contractor for
         breach of trust or shall entitle any person or entity to an award of
         punitive damages against the Contractor for breach of the requirements
         of this provision.

         9.7      FAILURE OF PAYMENT

         9.7.1    If the Architect does not issue a Certificate for Payment,
         through no fault of the Contractor, within seven days after receipt of
         the Contractor's Application for Payment, or if the Owner does not pay
         the Contractor within seven days after the dale established in the
         Contract Documents the amount certified by the Architect or awarded by
         arbitration, then the Contractor may, upon seven additional days'
         written notice to the Owner and Architect, stop the Work until payment
         of the amount owing has been received. The Contract Time shall be
         extended appropriately and the Contract Sum shall be increased by the
         amount of the Contractor's reasonable costs of shut-down, delay and
         start-up, plus interest as provided for in the Contract Documents.

         9.8      SUBSTANTIAL COMPLETION

         9.8.1    Substantial Completion is the stage in the progress of the
         Work when the Work or designated portion thereof is sufficiently
         complete in accordance with the Contract Documents so that the Owner
         can occupy or utilize the Work for its intended use.

         9.8.2    When the Contractor considers that the Work, or a portion
         thereof which the Owner agrees to accept separately, is substantially
         complete, the Contractor shall prepare and submit to the Architect a
         comprehensive list of items to be completed or corrected prior to final
         payment. Failure to include an item on such list does not alter the
         responsibility of the Contractor to complete all Work in accordance
         with the Contract Documents.

         9.8.3    Upon receipt of the Contractor's list, the Architect will make
         an inspection to determine whether the Work or designated portion
         thereof is substantially complete. If the Architect's inspection
         discloses any item, whether or not included on the Contractor's list,
         which is not sufficiently complete in accordance with the Contract
         Documents so that the Owner can occupy or utilize the Work or
         designated portion thereof for its intended use, the Contractor shall,
         before issuance of the Certificate of Substantial Completion, complete
         or correct such item upon notification by the Architect. In such case,
         the Contractor shall then submit a request for another inspection by
         the Architect to determine Substantial Completion.

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<PAGE>

         9.8.4    When the Work or designated portion thereof is substantially
         complete, the Architect will prepare a Certificate of Substantial
         Completion which shall establish the date of Substantial Completion,
         shall establish responsibilities of the Owner and Contractor for
         security, maintenance, heat, utilities, damage to the Work and
         insurance, and shall fix the time within which the Contractor shall
         finish all items on the list accompanying the Certificate. Warranties
         required by the Contract Documents shall commence on the date of
         Substantial Completion of the Work or designated portion thereof unless
         otherwise provided in the Certificate of Substantial Completion.

         9.8.5    The Certificate of Substantial Completion shall be submitted
         to the Owner and Contractor for their written acceptance of
         responsibilities assigned to them in such Certificate. Upon such
         acceptance and consent of surety, if any, the Owner shall make payment
         of retainage applying to such Work or designated portion thereof. Such
         payment shall be adjusted for Work that is incomplete or not in
         accordance with the requirements of the Contract Documents.

         9.9      PARTIAL OCCUPANCY OR USE

         9.9.1    The Owner may occupy or use any completed or partially
         completed portion of the Work at any stage when such portion is
         designated by separate agreement with the Contractor, provided such
         occupancy or use is consented to by the insurer as required under
         Clause 11.4.1.5 and authorized by public authorities having
         jurisdiction over the Work. Such partial occupancy or use may commence
         whether or not the portion is substantially complete, provided the
         Owner and Contractor have accepted in writing the responsibilities
         assigned to each of them for payments, retainage, if any, security,
         maintenance, heat, utilities, damage to the Work and insurance, and
         have agreed in writing concerning the period for correction of the Work
         and commencement of warranties required by the Contract Documents. When
         the Contractor considers a portion substantially complete, the
         Contractor shall prepare and submit a list to the Architect as provided
         under Subparagraph 9.8.2. Consent of the Contractor to partial
         occupancy or use shall not be unreasonably withheld. The stage of the
         progress of the Work shall be determined by written agreement between
         the Owner and Contractor or, if no agreement is reached, by decision of
         the Architect.

         9.9.2    Immediately prior to such partial occupancy or use, the Owner,
         Contractor and Architect shall jointly inspect the area to be occupied
         or portion of the Work to be used in order to determine and record the
         condition of the Work.

         9.9.3    Unless otherwise agreed upon, partial occupancy or use of a
         portion or portions of the Work shall not constitute acceptance of Work
         not complying with the requirements of the Contract Documents.

         9.10     FINAL COMPLETION AND FINAL PAYMENT

         9.10.1   Upon receipt of written notice that the Work is ready for
         final inspection and acceptance and upon receipt of a final Application
         for Payment, the Architect will promptly make such inspection and, when
         the Architect finds the Work acceptable under the Contract Documents
         and the Contract fully performed, the Architect will promptly issue a
         final Certificate for Payment stating that on the basis of the
         Architect's on-site visits and inspections, the Work has been completed
         in accordance with terms and conditions of the Contract Documents and
         that the entire balance found to be due the Contractor and noted in the
         final Certificate is due and payable. The Architect's final Certificate
         for Payment will constitute a further representation that conditions
         listed in Subparagraph 9.10.2 as precedent to the Contractor's being
         entitled to final payment have been fulfilled.

         9.10.2   Neither final payment nor any remaining retained percentage
         shall become due until the Contractor submits to the Architect (1) an
         affidavit that payrolls, bills for materials and

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<PAGE>

         equipment, and other indebtedness connected with the Work for which the
         Owner or the Owner's property might be responsible or encumbered (less
         amounts withheld by Owner) have been paid or otherwise satisfied, (2) a
         certificate evidencing that insurance required by the Contract
         Documents to remain in force after final payment is currently in effect
         and will not be canceled or allowed to expire until at least 30 days'
         prior written notice has been given to the Owner, (3) a written
         statement that the Contractor knows of no substantial reason that the
         insurance will not be renewable to cover the period required by the
         Contract Documents, (4) consent of surely, if any, to final payment and
         (5), if required by the Owner, other data establishing payment or
         satisfaction of obligations, such as receipts, releases and waivers of
         liens, claims, security interests or encumbrances arising out of the
         Contract, to the extent and in such form as may be designated by the
         Owner. If a Subcontractor refuses to furnish a release or waiver
         required by the Owner, the Contractor may furnish a bond satisfactory
         to the Owner to indemnify the Owner against such lien. If such lien
         remains unsatisfied after payments are made, the Contractor shall
         refund to the Owner all money that the Owner may be compelled to pay in
         discharging such lien, including all costs and reasonable attorneys'
         fees.

         9.10.3   If, after Substantial Completion of the Work, final completion
         thereof is materially delayed through no fault of the Contractor or by
         issuance of Change Orders affecting final completion, and the Architect
         so confirms, the Owner shall, upon application by the Contractor and
         certification by the Architect, and without terminating the Contract,
         make payment of the balance due for that portion of the Work fully
         completed and accepted. If the remaining balance for Work not fully
         completed or corrected is less than retainage stipulated in the
         Contract Documents, and if bonds have been furnished, the written
         consent of surely to payment of the balance due for that portion of the
         Work fully completed and accepted shall be submitted by the Contractor
         to the Architect prior to certification of such payment. Such payment
         shall be made under terms and conditions governing final payment,
         except that it shall not constitute a waiver of claims.

         9.10.4   The making of final payment shall constitute a waiver of
         Claims by the Owner except those arising from:

                  .1       liens, Claims, security interests or encumbrances
                           arising out of the Contract and unsettled;

                  .2       failure of the Work to comply with the requirements
                           of the Contract Documents; or

                  .3       terms of special warranties required by the Contract
                           Documents.

         9.10.5   Acceptance of final payment by the Contractor, a Subcontractor
         or material supplier shall constitute a waiver of claims by that payee
         except those previously made in writing and identified by that payee as
         unsettled at the time of final Application for Payment.

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY

         10.1     SAFETY PRECAUTIONS AND PROGRAMS

         10.1.1   The Contractor shall be responsible for initiating,
         maintaining and supervising all safety precautions and programs in
         connection with the performance of the Contract.

         10.2     SAFETY OF PERSONS AND PROPERTY

         10.2.1   The Contractor shall take reasonable precautions for safety
         of, and shall provide reasonable protection to prevent damage, injury
         or loss to:

                  .1       employees on the Work and other persons who may be
                           affected thereby;

                  .2       the Work and materials and equipment to be
                           incorporated therein, whether in storage on or off
                           the site, under care, custody or control of the
                           Contractor or the Contractor's Subcontractors or
                           Sub-subcontractors; and

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<PAGE>

                  .3       other properly at the site or adjacent thereto, such
                           as trees, shrubs, lawns, walks, pavements, roadways,
                           structures and utilities not designated for removal,
                           relocation or replacement in the course of
                           construction.

         10.2.2   The Contractor shall give notices and comply with applicable
         laws, ordinances, rules, regulations and lawful orders of public
         authorities bearing on safety of persons or property or their
         protection from damage, injury or loss.

         10.2.3   The Contractor shall erect and maintain, as required by
         existing conditions and performance of the Contract, reasonable
         safeguards for safety and protection, including posting danger signs
         and other warnings against hazards, promulgating safely regulations and
         notifying owners and users of adjacent sites and utilities.

         10.2.4   When use or storage of explosives or other hazardous materials
         or equipment or unusual methods are necessary for execution of the
         Work, the Contractor shall exercise utmost care and carry on such
         activities under supervision of properly qualified personnel.

         10.2.5   The Contractor shall promptly remedy damage and loss (other
         than damage or loss insured under properly insurance required by the
         Contract Documents) to property referred to in Clauses 10.2.1.2 and
         10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor,
         a Sub-subcontractor, or anyone directly or indirectly employed by any
         of them, or by anyone for whose acts they may be liable and for which
         the Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3,
         except damage or loss attributable to acts or omissions of the Owner or
         Architect or anyone directly or indirectly employed by either of them,
         or by anyone for whose acts either of them may be liable, and not
         attributable to the fault or negligence of the Contractor. The
         foregoing obligations of the Contractor are in addition to the
         Contractor's obligations under Paragraph 3.18.

         10.2.6   The Contractor shall designate a responsible member of the
         Contractor's organization at the site whose duty shall be the
         prevention of accidents. This person shall be the Contractor's
         superintendent unless otherwise designated by the Contractor in writing
         to the Owner and Architect.

         10.2.7   The Contractor shall not load or permit any part of the
         construction or site to be loaded so as to endanger its safety.

         10.3     HAZARDOUS MATERIALS

         10.3.1   If reasonable precautions will be inadequate to prevent
         foreseeable bodily injury or death to persons resulting from a material
         or substance, including but not limited to asbestos or polychlorinated
         biphenyl (PCB), encountered on the site by the Contractor, the
         Contractor shall, upon recognizing the condition, immediately stop Work
         in the affected area and report the condition to the Owner and
         Architect in writing.

         10.3.2   The Owner shall obtain the services of a licensed laboratory
         to verify the presence or absence of the material or substance reported
         by the Contractor and, in the event such material or substance is found
         to be present, to verify that it has been rendered harmless. Unless
         otherwise required by the Contract Documents, the Owner shall furnish
         in writing to the Contractor and Architect the names and qualifications
         of persons or entities who are to perform tests verifying the presence
         or absence of such material or substance or who are to perform the task
         of removal or safe containment of such material or substance. The
         Contractor and the Architect will promptly reply to the Owner in
         writing stating whether or not either has reasonable objection to the
         persons or entities proposed by the Owner. If either the Contractor or
         Architect has an objection to a person or entity proposed by the Owner,
         the Owner shall propose another to whom the Contractor and the
         Architect have no reasonable objection. When the material or
         substance has been rendered harmless, Work in the affected area shall

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<PAGE>

         resume upon written agreement of the Owner and Contractor. The Contract
         Time shall be extended appropriately and the Contract Sum shall be
         increased in the amount of the Contractor's reasonable additional costs
         of shut-down, delay and start-up, which adjustments shall be
         accomplished as provided in Article 7.

         10.3.3   To the fullest extent permitted by law, the Owner shall
         indemnify and hold harmless the Contractor, Subcontractors, Architect,
         Architect's consultants and agents and employees of any of them from
         and against claims, damages, losses and expenses, including but not
         limited to attorneys' fees, arising out of or resulting from
         performance of the Work in the affected area if in fact the material or
         substance presents the risk of bodily injury or death as described in
         Subparagraph 10.3.1 and has not been rendered harmless, provided that
         such claim, damage, loss or expense is attributable to bodily injury,
         sickness, disease or death, or to injury to or destruction of tangible
         property (other than the Work itself) and provided that such damage,
         loss or expense is not due to the sole negligence of a party seeking
         indemnity.

         10.4     The Owner shall not be responsible under Paragraph 10.3 for
         materials and substances brought to the site by the Contractor unless
         such materials or substances were required by the Contract Documents.

         10.5     If, without negligence on the part of the Contractor, the
         Contractor is held liable for the cost of remediation of a hazardous
         material or substance solely by reason of performing Work as required
         by the Contract Documents, the Owner shall indemnify the Contractor for
         all cost and expense thereby incurred.

         10.6     EMERGENCIES

         10.6.1   In an emergency affecting safety of persons or property, the
         Contractor shall act, at the Contractor's discretion, to prevent
         threatened damage, injury or loss. Additional compensation or extension
         of time claimed by the Contractor on account of an emergency shall be
         determined as provided in Paragraph 4.3 and Article 7.

ARTICLE 11 INSURANCE AND BONDS

         11.1     CONTRACTOR'S LIABILITY INSURANCE

         11.1.1   The Contractor shall purchase from and maintain in a company
         or companies acceptable to Owner and lawfully authorized to do business
         in the jurisdiction in which the Project is located such insurance as
         will protect the Contractor from claims set forth below which may arise
         out of or result from the Contractor's operations under the Contract
         and for which the Contractor may be legally liable, whether such
         operations be by the Contractor or by a Subcontractor or by anyone
         directly or indirectly employed by any of them, or by anyone for whose
         acts any of them may be liable:

                  .1       claims under workers' compensation, disability
                           benefit and other similar employee benefit acts which
                           are applicable to the Work to be performed;

                  .2       claims for damages because of bodily injury,
                           occupational sickness or disease, or death of the
                           Contractor's employees;

                  .3       claims for damages because of bodily injury, sickness
                           or disease, or death of any person other than the
                           Contractor's employees;

                  .4       claims for damages insured by usual personal injury
                           liability coverage;

                  .5       claims for damages, other than to the Work itself,
                           because of injury to or destruction of tangible
                           properly, including loss of use resulting therefrom;

                  .6       claims for damages because of bodily injury, death of
                           a person or property damage arising out of ownership,
                           maintenance or use of a motor vehicle;

                  .7       claims for bodily injury or property damage arising
                           out of completed operations; and

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                  .8       claims involving contractual liability insurance
                           applicable to the Contractor's obligations under
                           Paragraph 3.18.

         11.1.2   The insurance required by Subparagraph 11.1.1 shall be written
         for not less than limits of liability specified in the Contract
         Documents or required by law, whichever coverage is greater. Coverages,
         whether written on an occurrence or claims-made basis, shall be
         maintained without interruption from date of commencement of the Work
         until date of final payment and termination of any coverage required to
         be maintained after final payment.

         11.1.3   Prior to the commencement of the Work, Contractor shall file
         with the Owner valid Certificates of Insurance and amendatory riders or
         endorsements to the Contractor's insurance policies, all in form and
         substance satisfactory to the Owner, naming the Owner and any
         subsidiary, parent or affiliate corporations of the Owner and their
         directors, officers, agents and employees or other persons or entities
         with an insurable interest designated by the Owner as additional
         insureds thereunder. Said endorsements or amendatory riders shall
         indicate that as respects said additional insureds, there shall be
         severability of interests under said insurance policies for all
         coverages provided under said insurance policies. The Certificates and
         amendatory riders or endorsements shall clearly indicate the specific
         coverage (including the contractual liability for the Contractor's
         obligations under Paragraph 3.18) and shall contain a provision
         requiring the giving of written notice to the Owner until at least
         thirty (30) days prior to the cancellation, non-renewal or material
         modification of any such policies, as evidenced by return receipt of
         United States Certified or Registered Mail.

         11.1.4   If the Contractor fails to purchase or maintain or require to
         be purchased and maintained the liability insurance specified by
         Subparagraph 11.1.1, the Owner may (but shall not be obligated to)
         purchase such insurance on the Contractor's behalf and shall be
         entitled to be repaid for any premiums paid therefor by the Contractor
         in the manner set forth in Paragraph 2.4.

         11.1.5   When such insurance, due to the attainment of a normal
         expiration date or renewal date, shall expire, the Contractor shall,
         not less than thirty (30) days prior to such expiration or renewal
         date, supply the Owner with updated replacement Certificates of
         Insurance and amendatory riders or endorsements that clearly evidence
         the continuation of all coverage in the same manner, limits of
         protection, and scope of coverage, as was provided by the Certificates
         and amendatory riders or endorsements originally supplied.

         11.2     OWNER'S LIABILITY INSURANCE

         11.2.1   The owner shall be responsible for purchasing and maintaining
                  the owner's usual liability insurance.

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<PAGE>

         11.3     PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE

         11.3.1   Optionally, the Owner may require the Contractor to purchase
         and maintain Project Management Protective Liability insurance from the
         Contractor's usual sources as primary coverage for the Owner's,
         Contractor's and Architect's vicarious liability for construction
         operations under the Contract. Unless otherwise required by the
         Contract Documents, the Owner shall reimburse the Contractor by
         increasing the Contract Sum to pay the cost of purchasing and
         maintaining such optional insurance coverage, and the Contractor shall
         not be responsible for purchasing any other liability insurance on
         behalf of the Owner. The minimum limits of liability purchased with
         such coverage shall be equal to the aggregate of the limits required
         for Contractor's Liability Insurance under Clauses 11.1.1.2 through
         11.1.1.5.

         11.3.2   To the extent damages are covered by Project Management
         Protective Liability insurance, the Owner, Contractor and Architect
         waive all rights against each other for damages, except such rights as
         they may have to the proceeds of such insurance. The policy shall
         provide for such waivers of subrogation by endorsement or otherwise.

         11.3.3   The Owner shall not require the Contractor to include the
         Owner, Architect or other persons or entities as additional insureds on
         the Contractor's Liability Insurance coverage under Paragraph 11.1.

         11.4     PROPERTY INSURANCE

         11.4.1   Unless otherwise provided, the Owner shall purchase and
         maintain, in a company or companies lawfully authorized to do business
         in the jurisdiction in which the Project is located, property insurance
         written on a builder's risk "all-risk" or equivalent policy form in the
         amount of the initial Contract Sum, plus value of subsequent Contract
         modifications and cost of materials supplied or installed by others,
         comprising total value for the entire Project at the site on a
         replacement cost basis without optional deductibles. Such properly
         insurance shall be maintained, unless otherwise provided in the
         Contract Documents or otherwise agreed in writing by all persons and
         entities who are beneficiaries of such insurance, until final payment
         has been made as provided in Paragraph 9.10 or until no person or
         entity other than the Owner has an insurable interest in the property
         required by this Paragraph 11.4 to be covered, whichever is later. This
         insurance shall include interests of the Owner, the Contractor,
         Subcontractors and Sub-subcontractors in the Project.

         11.4.1.1 Property insurance shall be on an "all-risk" or equivalent
         policy form and shall include, without limitation, insurance against
         the perils of fire (with extended coverage) and physical loss or damage
         including, without duplication of coverage, theft, vandalism, malicious
         mischief, collapse, earthquake, flood, windstorm, falsework, testing
         and startup, temporary buildings and debris removal including
         demolition occasioned by enforcement of any applicable legal
         requirements, and shall cover reasonable compensation for Architect's
         and Contractor's services and expenses required as a result of such
         insured loss.

         11.4.1.2 If the Owner does not intend to purchase such property
         insurance required by the Contract and with all of the coverages in the
         amount described above, the Owner shall so inform the Contractor in
         writing prior to commencement of the Work. The Contractor may then
         effect insurance which will protect the interests of the Contractor,
         Subcontractors and Sub-subcontractors in the Work, and by appropriate
         Change Order the cost thereof shall be charged to the Owner. If the
         Contractor is damaged by the failure or neglect of the Owner to
         purchase or maintain insurance as described above, without so notifying
         the Contractor in writing, then the Owner shall bear all reasonable
         costs properly attributable thereto.

         11.4.1.3 If the property insurance requires deductibles, the Owner
         shall pay costs not covered because of such deductibles.

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<PAGE>

         11.4.1.4 This property insurance shall cover portions of the Work
         stored off the site, and also portions of the Work in transit.

         11.4.1.5 Partial occupancy or use in accordance with Paragraph 9.9
         shall not commence until the insurance company or companies providing
         property insurance have consented to such partial occupancy or use by
         endorsement or otherwise. The Owner and the Contractor shall take
         reasonable steps to obtain consent of the insurance company or
         companies and shall, without mutual written consent, take no action
         with respect to partial occupancy or use that would cause cancellation,
         lapse or reduction of insurance.

         11.4.2   BOILER AND MACHINERY INSURANCE. The Owner shall purchase and
         maintain boiler and machinery insurance required by the Contract
         Documents or by law, which shall specifically cover such insured
         objects during installation and until final acceptance by the Owner;
         this insurance shall include interests of the Owner, Contractor,
         Subcontractors and Sub-subcontractors in the Work, and the Owner and
         Contractor shall be named insureds.

         11.4.3   LOSS OF USE INSURANCE. The Owner, at the Owner's option, may
         purchase and maintain such insurance as will insure the Owner against
         loss of use of the Owner's property due to fire or other hazards,
         however caused. The Owner waives all rights of action against the
         Contractor for loss of use of the Owner's property, including
         consequential losses due to fire or other hazards however caused.

         11.4.4   If the Contractor requests in writing that insurance for risks
         other than those described herein or other special causes of loss be
         included in the property insurance policy, the Owner shall, if
         possible, include such insurance, and the cost thereof shall be charged
         to the Contractor by appropriate Change Order.

         11.4.5   If during the Project construction period the Owner insures
         properties, real or personal or both, at or adjacent to the site by
         property insurance under policies separate from those insuring the
         Project, or if after final payment property insurance is to be provided
         on the completed Project through a policy or policies other than those
         insuring the Project during the construction period, the Owner shall
         waive all rights in accordance with the terms of Subparagraph 11.4.7
         for damages caused by fire or other causes of loss covered by this
         separate property insurance. All separate policies shall provide this
         waiver of subrogation by endorsement or otherwise.

         11.4.6   Before an exposure to loss may occur, the Owner shall file
         with the Contractor a copy of each policy that includes insurance
         coverages required by this Paragraph 11.4. Each policy shall contain
         all generally applicable conditions, definitions, exclusions and
         endorsements related to this Project. Each policy shall contain a
         provision that the policy will not be canceled or allowed to expire,
         and that its limits will not be reduced, until at least 30 days' prior
         written notice has been given to the Contractor.

         11.4.7   WAIVERS OF SUBROGATION. The Owner and Contractor waive all
         rights against (1) each other and any of their subcontractors,
         sub-subcontractors, agents and employees, each of the other, and (2)
         the Architect, Architect's consultants, separate contractors described
         in Article 6, if any, and any of their subcontractors,
         sub-subcontractors, agents and employees, for damages caused by fire or
         other causes of loss to the extent covered by property insurance
         obtained pursuant to this Paragraph 11.4 or other property insurance
         applicable to the Work, except such rights as they have to proceeds of
         such insurance held by the Owner as fiduciary. The Owner or Contractor,
         as appropriate, shall require of the Architect, Architect's
         consultants, separate contractors described in Article 6, if any, and
         the subcontractors, sub-subcontractors, agents and employees of any of
         them, by appropriate agreements, written where legally required for
         validity, similar waivers each in favor of other parties enumerated
         herein. The policies shall provide such waivers of subrogation by
         endorsement or otherwise. A waiver of

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<PAGE>

         subrogation shall be effective as to a person or entity even though
         that person or entity would otherwise have a duty of indemnification,
         contractual or otherwise, did not pay the insurance premium directly or
         indirectly, and whether or not the person or entity had an insurable
         interest in the property damaged.

         11.4.8   A loss insured under Owner's property insurance shall be
         adjusted by the Owner as fiduciary and made payable to the Owner as
         fiduciary for the insureds, as their interests may appear, subject to
         requirements of any applicable mortgagee clause and of Subparagraph
         11.4.10. The Contractor shall pay Subcontractors their just shares of
         insurance proceeds received by the Contractor, and by appropriate
         agreements, written where legally required for validity, shall require
         Subcontractors to make payments to their Sub-subcontractors in similar
         manner.

         11.4.9   If required in writing by a party in interest, the Owner as
         fiduciary shall, upon occurrence of an insured loss, give bond for
         proper performance of the Owner's duties. The cost of required bonds
         shall be charged against proceeds received as fiduciary. The Owner
         shall deposit in a separate account proceeds so received, which the
         Owner shall distribute in accordance with such agreement as the parties
         in interest may reach, or in accordance with an arbitration award in
         which case the procedure shall be as provided in Paragraph 4.6. If
         after such loss no other special agreement is made and unless the Owner
         terminates the Contract for convenience, replacement of damaged
         property shall be performed by the Contractor after notification of a
         Change in the Work in accordance with Article 7.

         11.4.10  The Owner as fiduciary shall have power to adjust and settle a
         loss with insurers unless one of the parties in interest shall object
         in writing within five days after occurrence of loss to the Owner's
         exercise of this power; if such objection is made, the dispute shall be
         resolved as provided in Paragraphs 4.5 and 4.6. The Owner as fiduciary
         shall, in the case of arbitration, make settlement with insurers in
         accordance with directions of the arbitrators. If distribution of
         insurance proceeds by arbitration is required, the arbitrators will
         direct such distribution.

         11.5     PERFORMANCE BOND AND PAYMENT BOND

         11.5.1   The Owner shall have the right to require the Contractor to
         furnish bonds covering faithful performance of the Contract and payment
         of obligations arising thereunder as stipulated in bidding requirements
         or specifically required in the Contract Documents on the date of
         execution of the Contract.

         11.5.2   Upon the request of any person or entity appearing to be a
         potential beneficiary of bonds covering payment of obligations arising
         under the Contract, the Contractor shall promptly furnish a copy of the
         bonds or shall permit a copy to be made.

ARTICLE 12 UNCOVERING AND CORRECTION OF WORK

         12.1     UNCOVERING OF WORK

         12.1.1   If a portion of the Work is covered contrary to the
         Architect's or Owner's request or to requirements specifically
         expressed in the Contract Documents, it must, if required in writing by
         the Architect or Owner, be uncovered for the examination and be
         replaced at the Contractor's expense without change in the Contract
         Time.

         12.1.2   If a portion of the Work has been covered which the Architect
         or Owner has not specifically requested to examine prior to its being
         covered, the Architect or Owner may request to see such Work and it
         shall be uncovered by the Contractor. If such Work is in accordance
         with the Contract Documents, costs of uncovering and replacement shall,
         by appropriate Change Order, be at the Owner's expense. If such Work is
         not in accordance with the Contract Documents, correction shall be at
         the Contractor's expense unless the condition was caused by the Owner
         or a separate contractor in which event the Owner shall be responsible
         for payment of such costs.

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<PAGE>

         12.2     CORRECTION OF WORK

         12.2.1   BEFORE OR AFTER SUBSTANTIAL COMPLETION

         12.2.1.1 The Contractor shall promptly correct Work rejected by the
                  Architect or failing to conform to the requirements of the
                  Contract Documents, whether discovered before or after
                  Substantial Completion and whether or not fabricated,
                  installed or completed. Costs of correcting such rejected
                  Work, including additional testing and inspections and
                  compensation for the Architect's services and expenses made
                  necessary thereby, shall be at the Contractor's expense.

         12.2.2   AFTER SUBSTANTIAL COMPLETION

         12.2.2.1 In addition to the Contractor's obligations under Paragraph
         3.5, if, within one year after the date of Substantial Completion of
         the Work or designated portion thereof or after the date for
         commencement of warranties established under Subparagraph 9.9.1, or by
         terms of an applicable special warranty required by the Contract
         Documents, any of the Work is found to be not in accordance with the
         requirements of the Contract Documents, the Contractor shall correct it
         promptly after receipt of written notice from the Owner to do so unless
         the Owner has previously given the Contractor a written acceptance of
         such condition. The Owner shall give such notice promptly after
         discovery of the condition. During the one-year period for correction
         of Work, if the Owner fails to notify the Contractor and give the
         Contractor an opportunity to make the correction, the Owner waives the
         rights to require correction by the Contractor and to make a claim for
         breach of warranty. If the Contractor fails to correct nonconforming
         Work within a reasonable time during that period after receipt of
         notice from the Owner or Architect, the Owner may correct it in
         accordance with Paragraph 2.4.

         12.2.2.2 The one-year period for correction of Work shall be extended
         with respect to portions of Work first performed after Substantial
         Completion by the period of time between Substantial Completion and the
         actual performance of the Work.

         12.2.2.3 The one-year period for correction of Work shall not be
         extended by corrective Work performed by the Contractor pursuant to
         this Paragraph 12.2.

         12.2.3   The Contractor shall remove from the site portions of the Work
         which are not in accordance with the requirements of the Contract
         Documents and are neither corrected by the Contractor nor accepted by
         the Owner.

         12.2.4   The Contractor shall bear the cost of correcting destroyed or
         damaged construction, whether completed or partially completed, of the
         Owner or separate contractors caused by the Contractor's correction or
         removal of Work which is not in accordance with the requirements of the
         Contract Documents.

         12.2.5   Nothing contained in this Paragraph 12.2 shall be construed to
         establish a period of limitation with respect to other obligations
         which the Contractor might have under the Contract Documents.
         Establishment of the one-year period for correction of Work as
         described in Subparagraph 12.2.2 relates only to the specific
         obligation of the Contractor to correct the Work, and has no
         relationship to the time within which the obligation to comply with the
         Contract Documents may be sought to be enforced, nor to the time within
         which proceedings may be commenced to establish the Contractor's
         liability with respect to the Contractor's obligations other than
         specifically to correct the Work.

         12.3     ACCEPTANCE OF NONCONFORMING WORK

         12.3.1   If the Owner prefers to accept Work which is not in accordance
         with the requirements of the Contract Documents, the Owner may do so
         instead of requiring its removal and

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<PAGE>

         correction, in which case the Contract Sum will be reduced as
         appropriate and equitable. Such adjustment shall be effected whether or
         not final payment has been made.

ARTICLE 13 MISCELLANEOUS PROVISIONS

         13.1     GOVERNING LAW

         13.1.1   The Contract shall be governed by the law of the place where
         the Project is located.

         13.2     SUCCESSORS AND ASSIGNS

         13.2.1   The Owner and Contractor respectively bind themselves, their
         partners, successors, assigns and legal representatives to the other
         party hereto and to partners, successors, assigns and legal
         representatives of such other party in respect to covenants, agreements
         and obligations contained in the Contract Documents. The Contractor
         shall not assign the Contract as a whole, or any monies due or to
         become due thereunder, without written consent of the Owner. If the
         Contractor attempts to make such an assignment without such consent, it
         shall nevertheless remain legally responsible for all obligations under
         the Contract. Owner may assign its rights under the Contract to a
         lender and Contractor agrees to enter into an agreement with such
         lender pursuant to which at lender's request Contractor will complete
         the Work upon payment of the balance of the amounts due to Contractor
         hereunder. Any Assignee of Owner shall be entitled to all rights and
         subject to all obligations of the Owner hereunder.

         13.2.2 The Owner may, without consent of the Contractor, assign the
         Contract to an institutional lender providing construction financing
         for the Project. In such event, the lender shall assume the Owner's
         rights and obligations under the Contract Documents. The Contractor
         shall execute all consents reasonably required to facilitate such
         assignment.

         13.3     WRITTEN NOTICE

         13.3.1   Written notice shall be deemed to have been duly served if
         delivered in person to the individual or a member of the firm or entity
         or to an officer of the corporation for which it was intended, or if
         delivered at or sent by registered or certified mail to the last
         business address known to the party giving notice.

         13.4     RIGHTS AND REMEDIES

         13.4.1   Duties and obligations imposed by the Contract Documents and
         rights and remedies available thereunder shall be in addition to and
         not a limitation of duties, obligations, rights and remedies otherwise
         imposed or available by law.

         13.4.2   No action or failure to act by the Owner, Architect or
         Contractor shall constitute a waiver of a right or duty afforded them
         under the Contract, nor shall such action or failure to act constitute
         approval of or acquiescence in a breach thereunder, except as may be
         specifically agreed in writing.

         13.5     TESTS AND INSPECTIONS

         13.5.1   Tests, inspections and approvals of portions of the Work
         required by the Contract Documents or by laws, ordinances, rules,
         regulations or orders of public authorities having jurisdiction shall
         be made at an appropriate time. Unless otherwise provided, the
         Contractor shall make arrangements for such tests, inspections and
         approvals with an independent testing laboratory or entity acceptable
         to the Owner, or with the appropriate public authority, and shall bear
         all related costs of tests, inspections and approvals. The Contractor
         shall give the Architect

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<PAGE>

         and Owner timely notice of when and where tests and inspections are to
         be made so that the Architect may be present for such procedures. The
         Owner shall bear costs of tests, inspections or approvals which do not
         become requirements until after bids are received or negotiations
         concluded.

         13.5.2   If the Architect, Owner or public authorities having
         jurisdiction determine that portions of the Work require additional
         testing, inspection or approval not included under Subparagraph 13.5.1,
         the Architect will, upon written authorization from the Owner, instruct
         the Contractor to make arrangements for such additional testing,
         inspection or approval by an entity acceptable to the Owner, and the
         Contractor shall give timely notice to the Architect of when and where
         tests and inspections are to be made so that the Architect may be
         present for such procedures. Such costs, except as provided in
         Subparagraph 13.5.3, shall be at the Owner's expense.

         13.5.3   If such procedures for testing, inspection or approval under
         Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the
         Work to comply with requirements established by the Contract Documents,
         all costs made necessary by such failure including those of repeated
         procedures and compensation for the Architect's services and expenses
         shall be at the Contractor's expense.

         13.5.4   Required certificates of testing, inspection or approval
         shall, unless otherwise required by the Contract Documents, be secured
         by the Contractor and promptly delivered to the Architect.

         13.5.5   If the Architect is to observe tests, inspections or approvals
         required by the Contract Documents, the Architect will do so promptly
         and, where practicable, at the normal place of testing.

         13.5.6   Tests or inspections conducted pursuant to the Contract
         Documents shall be made promptly to avoid unreasonable delay in the
         Work.

         13.6     INTEREST

         13.6.1   Payments due and unpaid under the Contract Documents shall
         bear interest from the date payment is due at such rate as the parties
         may agree upon in writing or, in the absence thereof, at the legal rate
         prevailing from time to time at the place where the Project is located.

         13.7     COMMENCEMENT OF STATUTORY LIMITATION PERIOD

         13.7.1   As between the Owner and Contractor:

                  .1       BEFORE SUBSTANTIAL COMPLETION. As to acts or failures
                           to act occurring prior to the relevant date of
                           Substantial Completion, any applicable statute of
                           limitations shall commence to run and any alleged
                           cause of action shall be deemed to have accrued in
                           any and all events not later than such date of
                           Substantial Completion;

                  .2       BETWEEN SUBSTANTIAL COMPLETION AND FINAL CERTIFICATE
                           FOR PAYMENT. As to acts or failures to act occurring
                           subsequent to the relevant date of Substantial
                           Completion and prior to issuance of the final
                           Certificate for Payment, any applicable statute of
                           limitations shall commence to run and any alleged
                           cause of action shall be deemed to have accrued in
                           any and all events not later than the date of
                           issuance of the final Certificate for Payment; and

                  .3       AFTER FINAL CERTIFICATE FOR PAYMENT. As to acts or
                           failures to act occurring after the relevant date of
                           issuance of the final Certificate for Payment, any
                           applicable statute of limitations shall commence to
                           run and any alleged cause of action shall be deemed
                           to have accrued in any and all events not later than
                           the date of any act or failure to act by the
                           Contractor pursuant to any Warranty

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<PAGE>

                           provided under Paragraph 3.5, the date of any
                           correction of the Work or failure to correct the Work
                           by the Contractor under Paragraph 12.2, or the date
                           of actual commission of any other act or failure to
                           perform any duty or obligation by the Contractor or
                           Owner, whichever occurs last.

ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT

         14.1     TERMINATION BY THE CONTRACTOR

         14.1.1   The Contractor may terminate the Contract if the Work is
         stopped for a period of 30 consecutive days through no act or fault of
         the Contractor or a Subcontractor, Sub-subcontractor or their agents or
         employees or any other persons or entities performing portions of the
         Work under direct or indirect contract with the Contractor, for any of
         the following reasons:

                  .1       issuance of an order of a court or other public
                           authority having jurisdiction which requires all Work
                           to be stopped;

                  .2       an act of government, such as a declaration of
                           national emergency which requires all Work to be
                           stopped;

                  .3       because the Architect has not issued a Certificate
                           for Payment and has not notified the Contractor of
                           the reason for withholding certification as provided
                           in Subparagraph 9.4.1, or because the Owner has not
                           made payment on a Certificate for Payment within the
                           time stated in the Contract Documents; or

                  .4       the Owner has failed to furnish to the Contractor
                           promptly, upon the Contractor's request, reasonable
                           evidence as required by Subparagraph 2.2.1.

         14.1.2   The Contractor may terminate the Contract if, through no act
         or fault of the Contractor or a Subcontractor, Sub-subcontractor or
         their agents or employees or any other persons or entities performing
         portions of the Work under direct or indirect contract with the
         Contractor, repeated suspensions, delays or interruptions of the entire
         Work by the Owner as described in Paragraph 14.3 constitute in the
         aggregate more than 100 percent of the total number of days scheduled
         for completion, or 120 days in any 365-day period, whichever is less.

         14.1.3   If one of the reasons described in Subparagraph 14.1.1 or
         14.1.2 exists, the Contractor may, upon seven days' written notice to
         the Owner and Architect, terminate the Contract and recover from the
         Owner payment for Work executed and for proven loss with respect to
         materials, equipment, tools, and construction equipment and machinery,
         including reasonable overhead, profit and damages.

         14.1.4   If the Work is stopped for a period of 60 consecutive days
         through no act or fault of the Contractor or a Subcontractor or their
         agents or employees or any other persons performing portions of the
         Work under contract with the Contractor because the Owner has
         persistently failed to fulfill the Owner's obligations under the
         Contract Documents with respect to matters important to the progress of
         the Work, the Contractor may, upon seven additional days' written
         notice to the Owner and the Architect, terminate the Contract and
         recover from the Owner as provided in Subparagraph 14.1.3.

         14.2     TERMINATION BY THE OWNER FOR CAUSE

         14.2.1   The Owner may terminate the Contract if the Contractor:

                  .1       persistently or repeatedly refuses or fails to supply
                           enough properly skilled workers or proper materials;

                  .2       fails to make payment to Subcontractors for materials
                           or labor in accordance with the respective agreements
                           between the Contractor and the Subcontractors;

                  .3       persistently disregards laws, ordinances, or rules,
                           regulations or orders of a public authority having
                           jurisdiction; or

                  .4       otherwise is guilty of substantial breach of a
                           provision of the Contract Documents.

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<PAGE>

         14.2.2   When any of the above reasons exist, the Owner, upon
         certification by the Architect that sufficient cause exists to justify
         such action, may without prejudice to any other rights or remedies of
         the Owner and after giving the Contractor and the Contractor's surety,
         if any, seven days' written notice, terminate employment of the
         Contractor and may, subject to any prior rights of the surety:

                  .1       take possession of the site and of all materials,
                           equipment, tools, and construction equipment and
                           machinery thereon owned by the Contractor;

                  .2       accept assignment of subcontracts pursuant to
                           Paragraph 5.4; and

                  .3       finish the Work by whatever reasonable method the
                           Owner may deem expedient. Upon request of the
                           Contractor, the Owner shall furnish to the Contractor
                           a detailed accounting of the costs incurred by the
                           Owner in finishing the Work.

         14.2.3   When the Owner terminates the Contract for one of the reasons
         stated in Subparagraph 14.2.1, the Contractor shall not be entitled to
         receive further payment until the Work is finished.

         14.2.4   If the unpaid balance of the Contract Sum exceeds costs of
         finishing the Work, including compensation for the Architect's services
         and expenses made necessary thereby, and other damages incurred by the
         Owner and not expressly waived, such excess shall be paid to the
         Contractor. If such costs and damages exceed the unpaid balance, the
         Contractor shall pay the difference to the Owner. The amount to be paid
         to the Contractor or Owner, as the case may be, shall be certified by
         the Architect, upon application, and this obligation for payment shall
         survive termination of the Contract.

         14.3     SUSPENSION BY THE OWNER FOR CONVENIENCE

         14.3.1   The Owner may, without cause, order the Contractor in writing
         to suspend, delay or interrupt the Work in whole or in part for such
         period of time as the Owner may determine.

         14.3.2   The Contract Sum and Contract Time shall be adjusted for
         increases in the cost and time caused by suspension, delay or
         interruption as described in Subparagraph 14.3.1. Adjustment of the
         Contract Sum shall include profit. No adjustment shall be made to the
         extent:

                  .1       that performance is, was or would have been so
                           suspended, delayed or interrupted by another cause
                           for which the Contractor is responsible; or

                  .2       that an equitable adjustment is made or denied under
                           another provision of the Contract.

         14.4     TERMINATION BY THE OWNER FOR CONVENIENCE

         14.4.1   The Owner may, at any time, terminate the Contract for the
         Owner's convenience and without cause.

         14.4.2   Upon receipt of written notice from the Owner of such
         termination for the Owner's convenience, the Contractor shall:

                  .1       cease operations as directed by the Owner in the
                           notice;

                  .2       take actions necessary, or that the Owner may direct,
                           for the protection and preservation of the Work; and

                  .3       except for Work directed to be performed prior to the
                           effective date of termination stated in the notice,
                           terminate all existing subcontracts and purchase
                           orders and enter into no further subcontracts and
                           purchase orders.

         14.4.3   In case of such termination for the Owner's convenience, the
         Contractor shall be entitled to receive payment for Work executed, and
         costs incurred by reason of such

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         termination, along with reasonable overhead and profit not to exceed
         the Contractor's fee on the Work not executed; provided that in the
         event of any termination pursuant to Sections 2.2.3 or 6.7 of the
         Agreement, Owners shall be obligated to pay for the cost of the Work
         executed and not the attendant overhead and profit.

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