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                                                              EXHIBIT 10(LLL)

ARTICLES OF AGREEMENT made the day of         2000 between CERPROBE
CORPORATION, whose registered office is situated at 1150 North Fiesta
Boulevard, Gilbert, Arizona 85233 USA. PENANG, MALAYSIA or its assignee
(hereinafter called "the Employer") of the one part and BUILD-TEC MANAGEMENT
SDN, BHD, whose place of business is situated at 76-6, LORONG SELAMAT, 10400
PENANG, MALAYSIA, (hereinafter called "the Contractor") of the other part.
Should CERPROBE CORPORATION ("the Employer") form a registered in Malaysia
subsidiary this agreement shall automatically be assigned to said Malaysian
registered subsidiary who thereafter shall be the Employer.

WHEREAS

A.   The Employer is desirous of obtaining the construction of the PROPOSED
     RENOVATION WORKS TO AN EXISTING FACTORY ON PLOT 47 (F.T.Z.) PHASE 4, BAYAN
     LEPAS, for which works he has issued to the Contractor his requirements
     (hereinafter referred to as "the Employer's Requirements").

B.   The Contractor has submitted proposals for carrying out the works referred
     to in the First Recital (hereinafter referred to as "the Contractor's
     Proposals") which include the statement of the sum which he will require
     for carrying out that which is necessary for completing all such works in
     accordance with the Conditions (which is the Contract Sum stated in Article
     2) and has also submitted an analysis of that sum (hereinafter referred to
     as "the Contract Sum Analysis") which is annexed to the Contractor's
     Proposals.

C.   The Employer has examined the Contractor's Proposals and the Contract Sum
     Analysis and, subject to the Conditions hereinafter contained, is satisfied
     that they appear to meet the Employer's Requirements.

NOW IT IS HEREBY AGREED AS FOLLOWS

ARTICLE 1

Upon and subject to the conditions, the Contractor will, for the consideration
mentioned in Article 2, both complete the design for the Works and carry out
and complete the construction of the Works.


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ARTICLE 2

The Employer will pay to the Contractor the sum of Ringgit $1,338,000
(hereinafter referred to as the "the Contract Sum") or such other sum as shall
become payable hereunder at the times and in the manner specified in the
Conditions.

ARTICLE 3

DJ HILL or such other person as the Employer shall nominate in his place for the
purpose shall be the Employer's Agent referred to in clauses 5.4 and 11 and,
save to the extent which the Employer may otherwise specify by written notice to
the Contractor, for the receiving or issuing of such applications, consents,
instructions, notices, requests or statements or for otherwise acting for the
Employer under any other of the Conditions.

ARTICLE 4

The Employer's Requirements, the Contractor's Proposal and the Contract sum
Analysis have been signed by the Parties and are identified in Appendix 3 to the
Conditions.

ARTICLE 5

If any dispute or difference as to the construction of this Contract or any
matter or thing of whatsoever nature arising hereunder or in connection
therewith shall arise between the Employer and the Contractor either during the
progress or after the completion or abandonment of the Works it shall be and is
hereby referred to arbitration in accordance with clause 39.


AS WITNESS THE HAND OF THE PARTIES HERETO

Signed by                     /s/ DJ Hill
for and on behalf of the
Employer in the presence of   [J Bonilla]

Signed by
for and on behalf of the
Contractor in the
presence of:


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CONDITIONS

1.   INTERPRETATION, DEFINITIONS, ETC.

1.1  Unless otherwise specifically stated a reference in the Articles of
     Agreement, the Conditions or the Appendices to any clause means that clause
     of the Conditions.

1.2  The Articles of Agreement, the Conditions and the Appendices are to be read
     as a whole and the effect or operation of any article or clause in the
     Conditions or item in or entry in the Appendices must therefore unless
     otherwise specifically stated be read subject to any relevant qualification
     or modification in any other article or any of the clauses in the
     Conditions or item in or entry in the Appendices.

1.3  Unless the context otherwise requires or the Articles or the Conditions or
     an item in or entry in the Appendices specifically otherwise provides, the
     following words and phrases in the Articles of Agreement, the Conditions
     and the Appendices shall have the meanings given below or as ascribed in
     the article, clause or Appendix item to which reference is made:


     WORD OR PHRASE                   MEANING

     All Risks Insurance           :  See clause 22.2

     Appendix 1 or 2 or 3          :  Appendix 1 or 2 or 3 to the Conditions
                                      as completed by the parties.

     Appendices                    :  Appendix 1 and 2 and 3 to the
                                      Conditions as completed by the parties.

     Arbitrator                    :  The person appointed under CLAUSE 39 to
                                      be the Arbitrator.

     Articles or Articles of       :  The Articles of Agreement to which the
     Agreement                        Conditions are annexed, and references to
                                      any recital are to recitals set out before
                                      the Articles.

     Base Date                     :  The date stated in Appendix 1.

     Change in Employer's          :  See CLAUSE 12.1
     Requirements or Change



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Completion Date:                   the Date for Completion as fixed and stated
                                   in Appendix 1 or any date fixed under CLAUSE
                                   25.

Conditions:                        the clauses 1 to 39.

Contractor:                        the person named as Contractor in the
                                   Articles of Agreement.

Contractor's Proposals:            see the Second RECITAL.

Contract Sum:                      the sum named in ARTICLE 2.

Contract Sum Analysis:             the analysis of the Contract Sum to have been
                                   prepared by the Contractor for the purposes
                                   of this Contract as referred to in the SECOND
                                   RECITAL.

Date of Completion:                the date fixed and stated in Appendix 1.

Date of Possession:                the date stated in Appendix 1 under the
                                   reference to CLAUSE 23.1

Defects Liability Period:          the period named in Appendix 1 under the
                                   reference to CLAUSE 16.2

Development Control Requirements:  any statutory provisions and any decision of
                                   a relevant authority thereunder which control
                                   the right to develop the site.

Employer:                          the person named as Employer in the Articles
                                   of Agreement.

Employer's Agent:                  see ARTICLE 3.

Employer's Requirement:            see the FIRST RECITAL.

Excepted Risks:                    Ionising radiations or contamination by
                                   radioactivity from any nuclear fuel or from
                                   any nuclear waste from the combustion of
                                   nuclear fuel.

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<TABLE>
<S>                                               <C>
Excepted Risks (continue)                         Radioactive toxic explosive or other hazardous
                                                  properties of any explosive nuclear assembly or
                                                  nuclear component, thereof, pressure waves
                                                  caused by aircraft or other aerial devices
                                                  travelling at sonic or supersonic speeds.

Final Account and Final Statement:                 see CLAUSE 30.5.

Interim Payment:                                  any one of the payments to which CLAUSE 30.1 and Appendix 2 refers.

Joint Names Policy:                               a policy of insurance which includes the Contractor and the Employer
                                                  as the insured.

Notice of Completion of Making Good Defects:      see CLAUSE 16.4.

Practical Completion:                             see CLAUSE 16.1.

Relevant Event:                                   any one of the events set out in CLAUSE 25.4.

Retention Percentage:                             see CLAUSE 30.4.1.1. and any entry in Appendix 1 under the reference
                                                  to CLAUSE 30.4.1.1.

Site Materials:                                   see CLAUSE 22.2.

Specified Perils:                                 fire, lightning, explosion, storm, tempest, flood,
                                                  bursting or overflowing of water tanks, apparatus
                                                  or pipes, earthquake, aircraft and other aerial
                                                  devices or articles dropped therefrom, riot and civil
                                                  commotion, but excluding Excepted Risks.

Statutory Requirements:                           see CLAUSE 6.1.1.2.

Works:                                            the works briefly described in the FIRST RECITAL
                                                  and referred to in the Employer's Requirement and the
</TABLE>


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                                        Contractor's Proposals and including any
                                        changes made to those works in
                                        accordance with this Contract.


2.    CONTRACTOR'S OBLIGATIONS

2.1   The Contractor shall upon and subject to the Conditions carry out and
      complete the Works referred to in the Employer's Requirements, the
      Contractor's Proposals (to which the Contract Sum Analysis is annexed),
      the Articles of Agreement, these Conditions and the Appendices in
      accordance with the aforementioned documents and for that purpose shall
      complete the design for the Works including the selection of any
      specifications for any kinds and standards of the materials and goods and
      workmanship to be used in the construction of the Works so far as not
      described or stated in the Employer's Requirement or Contractor's
      Proposals.

2.2   Nothing contained in the Employer's Requirement or the Contractor's
      Proposals or the Contract Sum Analysis shall override or modify the
      application or interpretation of that which is contained in the Articles
      of Agreement, the Conditions and the Appendices. Should CERPROBE
      CORPORATION ("the Employer") form a registered in Malaysia subsidiary
      this agreement shall automatically be assigned to said Malaysian
      registered subsidiary who thereafter shall be the Employer.

2.3.1 Any divergence between the Employer's Requirements and the definition of
      the site boundary to be given by the Employer as provided in clause 7
      shall be corrected by an instruction issued by the Employer which
      instruction shall be deemed to be a Change to which the provisions of
      clauses 12.4, 12.5 and 12.6 apply.

2.3.2 If the Employer or the Contractor finds any such divergence as is
      referred to in clause 2.3.1 he shall immediately give the other written
      notice specifying the divergence.

2.4.1 Where there is a discrepancy within the Employer's Requirements (including
      any Change issued in accordance with clause 12.2) the Contractor's
      Proposals shall prevail (subject always to compliance with the Statutory
      Requirements) without any adjustment of the Contract Sum. Where the
      Contractor's Proposals do not deal with any discrepancy within the
      Employer's Requirements (including any Change issued in accordance with
      clause 12.2) the Contractor shall inform the Employer in writing of his
      proposed amendment to deal with the discrepancy and the Employer shall
      either agree to the proposed amendment or himself decide how the
      discrepancy shall be dealt with; such agreement or decision shall be
      notified in writing to the Contractor and such notification shall be
      treated as a Change in the Employer's Requirement.




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2.4.2.    Where there is a discrepancy within the Contractor's Proposals the
          Contractor shall inform the Employer in writing of his proposed
          amendment to remove the discrepancy; and (subject always to compliance
          with Statutory Requirements) the Employer shall decide between the
          discrepant items or otherwise may accept the Contractor's proposed
          amendment and the Contractor shall be obliged to comply with the
          decision or acceptance by the Employer without cost to the Employer.

2.4.3.    If the Contractor or the Employer find any such discrepancy as is
          referred to in clause 2.3.1 or 2.4.2 he shall immediately give the
          other written notice specifying the discrepancy.

2.5.1.    Insofar as the design of the Works is comprised in the Contractor's
          Proposals and in what the Contractor is to complete under clause 2 and
          in accordance with the Employer's Requirements and the Conditions
          (including any further design which the Contractor is to carry out as
          a result of a Change in the Employer's Requirements), the Contractor
          shall have in respect of any defect or insufficiency in such design
          the like liability to the Employer, whether under statute or
          otherwise, as would an architect or, as the case may be, other
          appropriate professional designer holding himself out as competent to
          take on work for such design, who acting independently under a
          separate contract with the Employer, had supplied such design for or
          in connection with works to be carried out and completed by a building
          contractor not being the supplier of the design.

2.5.2.    (deleted)

2.5.3.    (deleted)

2.5.4.    Any references to the design which the Contractor has prepared or
          shall prepare or issue for the Works shall include a reference to any
          design which the Contractor has caused or shall cause to be prepared
          or issued by others.

3.        CONTRACT SUM - ADDITIONS OR DEDUCTIONS - ADJUSTMENT - INTERIM PAYMENTS

          Where in the Conditions it is provided that an amount is to be added
          to or deducted from the Contract Sum or dealt with by adjustment of
          the Contract Sum, then as soon as such amount is ascertained in whole
          or in part such amount shall be taken into account in the computation
          of the next Interim Payment following such whole or partial
          ascertainment.

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4.      EMPLOYER'S INSTRUCTIONS

4.1.1   The Contractor shall (subject to clauses 4.2, 4.3 and 12.2) forthwith
        comply with all instructions issued to him by the Employer in regard to
        any matter in respect of which the Employer is expressly empowered by
        the Conditions to issue instructions: save that where such instruction
        is one requiring a Change within the meaning of clause 12.1 the
        Contractor need not comply to the extent that he makes reasonable
        objection in writing to the Employer to such compliance.

4.1.2   If within 7 days after receipt of a written notice from the Employer
        requiring compliance with an instruction the Contractor does not comply
        therewith, then the Employer may employ and pay other persons to
        execute any work whatsoever which may be necessary to give effect to
        such instruction and all costs incurred in connection with such
        appointment may be deducted by him from any monies due or to become due
        to the Contractor under this Contract or may be recoverable from the
        Contractor by the Employer as a debt.

4.2     Upon receipt of what purports to be an instruction issued to him by the
        Employer the Contractor may request the Employer to specify in writing
        the provision of the Conditions which empowers the issue of the said
        instruction. The Employer shall forthwith comply with any such request
        and if the Contractor shall thereafter comply with the said instruction
        (neither party before such compliance having given to the other a
        written request to concur in the appointment of an Arbitrator under
        clause 39 in order that it may be decided whether the provision
        specified by the Employer empowers the issue of the said instruction),
        then the issue of the same shall be deemed for all the purposes of this
        Contract to have been empowered by the provision of the Conditions
        specified by the Employer in answer to the Contractor's request.

4.3.1   All instructions issued by the Employer shall be issued in writing.

4.3.2   If the Employer purports to issue an instruction otherwise than in
        writing it shall be of no immediate effect, but shall be confirmed in
        writing by the Contractor to the Employer within 7 days, and if not
        dissented from in writing by the Employer to the Contractor within 7
        days from receipt of the Contractor's confirmation, shall take effect as
        from the expiration of the latter said 7 days.

        Provided always

4.3.2.1 that if the Employer within 7 days of giving such an instruction
        otherwise than in writing shall himself confirm the same in writing,
        then the Contractor shall not be obliged to confirm as aforesaid, and
        the said instruction shall take effect as from the date of the
        Employer's confirmation; and




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4.3.2.2   that if neither the Contractor nor the Employer shall confirm such an
          instruction in the manner and at the time aforesaid but the Contractor
          shall nevertheless comply with the same, then the Employer may confirm
          the same in writing at any time prior to the Final Account and Final
          Statement becoming conclusive as to the balance due between the
          parties by agreement or by the operation of clause 30.5.5, and the
          said instruction shall thereupon be deemed to have taken effect on the
          date on which it was issued otherwise than in writing by the Employer.

5.        CUSTODY AND SUPPLY OF DOCUMENTS

5.1       The Employer's Requirements and the Contractor's Proposals (to which
          is annexed the Contract Sum Analysis) shall remain in the custody of
          the Employer so as to be available at all reasonable times for the
          inspection of the Contractor.

5.2       Immediately after the execution of this Contract the Employer without
          charge to the Contractor shall provide him (unless he shall have been
          previously so provided) with one copy each, certified on behalf of the
          Employer, of the Articles of Agreement, the Conditions and the
          Appendices, the Employer's Requirements and the Contractor's Proposals
          (including the Contractor Sum Analysis).

5.3       The Contractor without further charge to the Employer shall provide
          the Employer with two copies of the drawings, specifications, details,
          levels and setting out dimensions which the Contractor prepares or
          uses for the purposes of the Works.

5.4       The Contractor shall keep one copy of the Employer's Requirements, one
          copy of the Contract Sum Analysis, one copy of the Contractor's
          Proposals and one copy of the drawings and other documents referred to
          in clause 5.3 upon the site so as to be available to the Employer's
          Agent at all reasonable times.

5.5       Before the commencement of the Defects Liability Period the Contractor
          shall without further charge to the Employer supply for the retention
          and use of the Employer such drawings and information showing or
          describing the Works as built, and concerning the maintenance and
          operation of the Works, including any installations comprised in the
          Works, as may be specified in the documents named in clause 5.1.

5.6       Neither party shall divulge or use except for the purpose of this
          Contract:

5.6.1     any of the documents mentioned in clause 5.1 or 5.3 which the other
          party supplies to him; or

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5.6.2     any confidential information of the other party

          save that the Employer may use in connection with the maintenance,
          use, repair, advertisement, letting or sale of the Works any of the
          documents supplied by the Contractor.

6.        STATUTORY OBLIGATIONS, NOTICES, FEES AND CHARGES

6.1.1.1   Clause 6.1.1.2 shall apply except to the extent that the relevant part
          or parts of the Employer's Requirements state specifically that the
          Employer's Requirements comply with Statutory Requirements.

6.1.1.2   The Contractor shall comply with, and give all notices required by,
          any Act of Parliament, any instrument, rule or order made under any
          Act of Parliament, or any regulation or bylaw of any local authority
          which has any jurisdiction with regard to the Works or with whose
          systems the same are or will be connected including Development
          Control Requirements (all requirements to be so complied with being
          referred to in these Condition as "the Statutory Requirements") and
          the Contractor shall pass to the Employer all approvals received by
          the Contractor in connection therewith.

6.1.2     If the Contractor or the Employer finds any divergence between the
          Statutory Requirements and either the Employer's Requirements
          (including any Change) or the Contractor's Proposals he shall
          immediately give to the other written notice specifying the
          divergence; the Contractor shall inform the Employer in writing of his
          proposed amendment for removing the divergence, and with the
          Employer's consent (which shall not be unreasonably delayed or
          withheld) the Contractor shall entirely at his own cost save as
          provided in clause 6.3 complete the design and construction of the
          Works in accordance with the amendment and the Employer shall note the
          amendment on the documents referred to in clause 5.1

6.1.3.1   If in any emergency compliance with clause 6.1.1 requires the
          Contractor to supply materials or execute work before receiving the
          Employer's consent under clause 6.1.2 the Contractor shall supply such
          limited materials and execute such limited work as are reasonable
          necessary to secure immediate compliance with the Statutory
          Requirements.

6.1.3.2   The Contractor shall forthwith inform the Employer of the emergency
          and of the steps that he is taking under clause 6.1.3.1

6.2       The Contractor shall pay, and indemnify the Employer against liability
          in respect of, any fees or charges (including any rates or taxes)
          legally demandable under any Act of Parliament, any instrument, rule
          or order made under any act of Parliament, or any regulation or bylaw
          of any


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         local authority in respect of the Works. No adjustment shall be made to
         the Contract Sum in respect of the amount of any such fees or charges
         (including any rates or taxes) unless they are stated by way of a
         provisional sum in the Employer's Requirements, in which case clause
         30.5.3 shall apply.

6.3.1    If after the Base Date there is a change in the Statutory Requirements
         affecting the Works which necessitates some amendment to the
         Contractor's Proposals, such amendment shall be treated as if it were
         an instruction of the Employer under clause 12.2 effecting a Change in
         the Employer's Requirement.

6.3.2    If any amendment to the Contractor's Proposals becomes necessary for
         conformity with the terms of any permission or approval made by a
         decision of the relevant authority after the Base Date for the purposes
         of Development Control Requirements such amendment shall be treated as
         if it were an instruction of the Employer under clause 12.2 effecting a
         Change in the Employer's Requirement provided that such treatment is
         not precluded in the Employer's Requirements.

6.3.3    If any amendment to that part or parts of the Employer's Requirements
         to which clause 6.1.1.1 refers become necessary for conformity with
         Statutory Requirements the Employer shall issue an instruction
         effecting a Change in the Employer's Requirements.

7        SITE BOUNDARIES

         The Employer shall define the boundaries of the site.

8        WORK, MATERIAL AND GOODS

8.1.1    All materials and goods shall so far as procurable be of the respective
         kinds and standards described in the Employer's Requirements, or, if
         not therein specifically described, in the Contractor's Proposals or
         specifications referred to in clause 5.3; provided that the Contractor
         shall not substitute anything so described without the Employer's
         consent in writing, which consent shall not be unreasonably delayed or
         withheld. No such consent shall relieve the Contractor of his other
         obligations.

8.1.2    All workmanship shall be of the standard described in the Employer's
         Requirements, or, to the extent that no such standards are therein
         specifically described, in the Contractor's Proposals or specifications
         referred to in clause 5.3. If no such standards are so described the
         workmanship shall be of a standard appropriate to the Works.

8.1.3    All work shall be carried out in a proper and workmanlike manner.


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8.2    The Contractor shall upon the request of the Employer provide him with
       documents to prove that the materials and goods comply with clause 8.1.1.

8.3    The Employer may issue instructions requiring the Contractor to open up
       for inspection any work covered up or to arrange for or to carry out any
       test of any materials or goods (whether or not already incorporated in
       the Works) or of any executed work, and the cost of such opening up or
       testing (together with the cost of making good in consequence thereof)
       shall be added to the Contract Sum unless provided for in the Employer's
       Requirements or in the Contractor's Proposals or unless the inspection or
       test shows that the work, materials or goods are not in accordance with
       this Contract.

8.4    If any work, materials or goods are not in accordance with this Contract
       the Employer without prejudice to the generality of his powers, may:

8.4.1  issue instructions requiring the removal from the site or rectification
       of all or any of such work, materials or goods; and/or

8.4.2  after consultation with the Contractor issue such instructions requiring
       a Change (to which the proviso in clause 12.2 shall apply) as are
       reasonably necessary as a consequence of such an instruction under clause
       8.4.1 and to the extent that such instructions are so necessary and
       notwithstanding clauses 12.5, 25 and 26 no addition to the Contract Sum
       shall be made and no extension of time shall be given; and/or

8.4.3  issue such instructions under clause 8.3 to upon up for inspection or to
       test as are reasonable in all the circumstances to establish to the
       reasonable satisfaction of the Employer the likelihood or extent, as
       appropriate to the circumstances, of any further similar non-compliance.
       To the extent that such instructions are so reasonable, whatever the
       results of the opening up for inspection or test and notwithstanding
       clauses 8.3 and 26, no addition to the Contract Sum shall be made. Clause
       25.4.5.2 shall apply unless as stated therein the inspection or test
       showed that the work, materials or goods are not in accordance with this
       Contract.

8.5    Where there is any failure to comply with clause 8.1.3 in regard to the
       carrying out of the work in a proper and workmanlike manner the Employer,
       without prejudice to the generality of his powers, may, after
       consultation with the Contractor, issue such instructions whether
       requiring a Change or otherwise as are reasonably necessary as a
       consequence thereof. To the extent that such instructions are so
       necessary and notwithstanding clauses 12.4, 25 and 26 no addition to the
       Contract Sum shall be made and no extension of time shall be given in
       respect of compliance by the Contractor with such instruction.




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8.6       The Contractor shall before carrying out the relevant work and/or
          ordering the relevant goods or materials provide the Employer with
          such samples of the standard of workmanship or the quality of the
          goods or materials which the Contractor intends to provide as are
          specifically referred to in the Employer's Requirements or in the
          Contractor's Proposals.

9.        COPYRIGHT, ROYALTIES AND PATENT RIGHTS

9.1       All royalties or other sums payable in respect of the supply and use
          in carrying out the Works of any patented articles, processes or
          inventions or in respect of the supply and use for the Works of
          drawings, or models of buildings the subject of copyright other than
          drawings or models provided by the Employer shall be deemed to have
          been included in the Contract Sum, and the Contractor shall indemnify
          the Employer from and against all claims, proceedings, damages, costs
          and expenses which may be brought or made against the Employer or to
          which he may be put by reason of the Contractor infringing or being
          held to have infringed any patent rights in relation to any such
          articles, processes, and inventions or infringing or being held to
          have infringed copyright.

9.2       Provided that where in compliance with the Employer's instructions the
          Contractor shall supply and use in carrying out the Works any patented
          articles, processes or inventions, the Contractor shall not be liable
          in respect of any infringement or alleged infringement of any patent
          rights in relation to any such articles, processes and inventions and
          all royalties, damages or other monies which the Contractor may be
          liable to pay to the persons entitled to such patent rights shall be
          added to the Contract Sum.

10        PERSON-IN-CHARGE

          The Contractor shall constantly keep upon the site a competent
          person-in-charge and any instructions given to him by the Employer
          shall be deemed to have been issued to the Contractor.

11        ACCESS FOR EMPLOYER'S AGENT ETC. TO THE WORKS

          The Employer's Agent and any person authorised by the Employer or the
          Employer's Agent shall at all reasonable times have access to the
          Works and to the workshops or other places of the Contractor where
          work is being prepared for this Contract, and when work is to be so
          prepared in workshop or other places of a sub-contractor the
          Contractor shall by a term of the sub-contract so far as possible
          secure a similar right

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<PAGE>   14
          of access to those workshops or places for the Employer and his
          representatives and shall do all things reasonably necessary to make
          such right effective. Access in accordance with clause 11 may be
          subject to such reasonable restrictions of the Contractor or of any
          sub-contractor as are necessary to protect any proprietary right of
          the Contractor or of any sub-contractor in the work referred to in
          clause 11.

12        CHANGES IN THE EMPLOYER'S REQUIREMENTS AND PROVISIONAL SUMS

12.1      The term 'Change in the Employer's Requirements' or 'Change' means:

12.1.1    a change in the Employer's Requirements which makes necessary the
          alteration or modification of the design, quality or quantity of the
          Works, otherwise than such as may be reasonably necessary for the
          purpose of rectification pursuant to clause 8.4, including:

12.1.1.1  the addition, omission or substitution of any work;

12.1.1.2  the alteration of the kind or standard of any materials or goods to be
          used in the Works;

12.1.1.3  the removal from the site of any work executed or materials or goods
          brought thereon by the Contractor for the purposes of the Works other
          than work materials or goods which are not in accordance with this
          Contract;

12.1.2    the imposition by the Employer of any obligations or restrictions in
          regard to the matters set out in clause 12.1.2.1 to 12.1.2.4 or the
          addition to or alteration or omission of any such obligations or
          restrictions so imposed or imposed by the Employer in the Employer's
          Requirements in regard to;

12.1.2.1  access to the site or use of any specific parts of the site;

12.1.2.2  limitations of working space;

12.1.2.3  limitations of working hours;

12.1.2.4  the execution or completion of the work in any specific order.

12.2      The Employer may subject to the proviso hereto and to the Contractor's
          right of reasonable objection set out in clause 4.1.1 issue
          instructions effecting a Change in the Employer's Requirements. No
          Change effected by the Employer shall vitiate this Contract. Provided
          that the Employer may not effect a Change which is, or which makes
          necessary, an alteration or modification in the design of the Works
          without the consent of the Contractor which consent shall not be
          unreasonably delayed or withheld.

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12.3   The Employer shall issue instructions to the Contractor in regard to the
       expenditure of provisional sums (if any) included in the Employer's
       Requirements.

12.4   The valuation of Changes and of work executed by the Contractor for
       which a provisional sum is included in the Employer's Requirements
       shall, unless otherwise agreed, be made in accordance with the
       provisions of clause 12.5. Such valuation shall include allowance for
       the addition or omission of the relevant design work.

12.5.1 The valuation of additional or substituted work shall be consistent
       with the values of work of a similar character set out in the Contract
       Sum Analysis making due allowance for any change in the conditions under
       which the work is carried out and/or any significant change in the
       quantity of the work so set out. Where there is no work of similar
       character set out in the Contract Sum Analysis a fair valuation shall be
       made.

12.5.2 The valuation of the omission of work shall be in accordance with the
       values in the Contract Sum Analysis.

12.5.3 Any valuation of work under clauses 12.5.1 and 12.5.2 shall include
       allowance for any necessary addition to or reduction of the provision of
       site administration, site facilities and temporary works.

12.5.4 (deleted)

12.5.5 If compliance with the instruction effecting a Change or the instruction
       as to the expenditure of a provisional sum in whole or in part
       substantially changes the conditions under which any other work is
       executed, then such work shall be treated as if it had been the subject
       of an instruction effecting a Change under clause 12.2 which shall be
       valued in accordance with the provisions of clause 12.5.

12.5.6 To the extent that the valuation does not relate to the execution of
       additional or substituted work or the omission of work or to the extent
       that the valuation of any work or liabilities directly associated with a
       Change cannot reasonably be effected in the valuation by the application
       of clause 12.5.1 to 12.5.5 a fair valuation thereof shall be made.

       Provided that no allowance shall be made under clause 12.5 for any
       effect upon the regular progress of the Works or for any other direct
       loss and/or expense for which the Contractor would be reimbursed by
       payment under any other provision in the Conditions.

12.6   Effect shall be given to clause 12.5 by addition or deduction from the
       Contract Sum.


                                       15
<PAGE>   16
13   CONTRACT SUM

     The Contract Sum shall not be adjusted or altered in any way whatsoever
     otherwise than in accordance with the express provisions of the Conditions.

14   SERVICE TAX

     Any reference in these Conditions to "Contract Sum" shall be regarded as
     such Sum exclusive of any service tax and recovery by the Contractor from
     the Employer of any service tax properly chargeable on the Contractor under
     or by virtue of the Service Tax Act 1975 or any amendment thereof on the
     supply of goods and services under this Contract shall be prohibited.

15   UNFIXED MATERIALS AND GOODS

     Unfixed materials and goods delivered to, placed on or adjacent to the
     Works and intended therefor shall not be removed except for use upon the
     Works unless the Employer has consented in writing to such removal which
     consent shall not be unreasonably withheld. Where the value of any such
     materials or goods has been included in any Interim Payment, such materials
     and goods shall become the property of the Employer, but the Contractor
     shall remain responsible for loss or damage to the same.

16   PRACTICAL COMPLETION AND DEFECTS LIABILITY PERIOD

16.1 When the Works have reached Practical Completion the Employer shall give
     the Contractor a written statement to that effect, which statement shall
     not be unreasonably delayed or withheld, the Practical Completion of the
     Works shall be deemed for all purposes of this Contract to have taken place
     on the day named in such statement. Should CERPROBE CORPORATION ("the
     Employer") form a registered in Malaysia subsidiary this agreement shall
     automatically be assigned to said Malaysian registered subsidiary who
     thereafter shall be the Employer.

16.2 Any Defects, shrinkages or other faults which shall appear within the
     Defects Liability Period and which are due to failure of the Contractor to
     comply with his obligations under this Contract shall be specified by
     instruction of the Employer in a Schedule of Defects which he shall
     deliver to the Contractor as an instruction of the Employer not later than
     14 days after the expiration of the said Defects Liability Period, and
     within a reasonable time after receipt of such Schedule of defects,
     shrinkages and other faults therein specified shall be made good by the
     Contractor at no cost to the Employer unless the Employer shall otherwise
     instruct; and if the Employer does so otherwise instruct then an
     appropriate deduction in


                                       16

<PAGE>   17
          Respect of any such defects, shrinkage or other faults not made good
          shall be made from the Contract Sum.

16.3      Notwithstanding clause 16.2 the Employer may whenever he considers it
          necessary so to do, issue instructions requiring any defect, shrinkage
          or other fault which shall appear within the Defects Liability Period
          and which is due to failure of the Contractor to comply with his
          obligations under this Contract to be made good and the Contractor
          shall within a reasonable time after receipt of such instructions
          comply with the same at no cost to the Employer unless the Employer
          shall otherwise instruct; and if the Employer does so otherwise
          instruct then an appropriate deduction in respect of any such defects,
          shrinkages or other faults not made good shall be made from the
          Contract Sum.

16.4      When any defects, shrinkages or other faults which the Employer may
          have required to be made good under clauses 16.2 and 16.3 shall have
          been made good he shall issue a notice to that effect, which notice
          shall not be unreasonably delayed or withheld and completion of making
          good defects shall be deemed for all the purposes of this Contract to
          have taken place on the day named in such notice ("the Notice of
          Completion of Making Good Defects").

17.       PARTIAL POSSESSION BY EMPLOYER

17.1      If at any time or times before practical Completion of the Works the
          Employer wishes to take possession of any part or parts of the Works
          and the consent of the Contractor (which consent shall not be
          unreasonably withheld) has been obtained, then notwithstanding
          anything expressed or implied elsewhere in this Contract the Employer
          may take possession thereof. The Contractor shall thereupon issue to
          the Employer a written statement identifying the part or parts of the
          Works taken into possession and giving the date when the Employer took
          possession (in clauses 17 and 20.3 referred to as "the relevant part"
          and "the relevant date" respectively).

17.1.1    For the purposes of clauses 16.2, 16.3 and 30.4.1.2 Practical
          Completion of the relevant part shall be deemed to have occurred and
          the Defects Liability Period in respect of the relevant part shall be
          deemed to have commenced on the relevant date.

17.1.2    When any defects, shrinkages or other faults in the relevant part
          which the Employer may have required to be made good under clause 16.2
          or clause 16.3 shall have been made good he shall issue a notice to
          that effect.


                                       17

<PAGE>   18
17.1.3    As from the relevant date the obligation of the Contractor under
          clause 22A to insure shall terminate in respect of the relevant part
          but not further or otherwise.

17.1.4    In lieu of any sum to be paid or allowed by the Contractor under
          clause 24 in respect of any period during which the Works may remain
          incomplete occurring after the relevant date there shall be paid or
          allowed such sum as bears the same ratio to the sum which would
          be paid or allowed apart from the provisions of clause 17 as the
          Contract Sum less the amount contained therein in respect of the
          relevant part bears to the Contract Sum.

18        ASSIGNMENT AND SUB-CONTRACTS

18.1.1    Neither the Employer nor the Contractor shall, without the written
          consent of the other, assign this Contract.

18.1.2    Where clause 18.1.2 is stated in Appendix 1 to apply then, in the
          event of transfer by the Employer of his freehold or leasehold
          interest in, or of a grant by the Employer of a leasehold interest
          in, the whole of the premises comprising the Works, the Employer may
          at any time after Practical Completion of the Works assign to any
          such transferee or lessee the right to bring proceedings in the name
          of the Employer (whether by arbitration or litigation) to enforce any
          of the terms of this Contract made for the benefit of the Employer
          hereunder. The assignee shall be stopped from disputing any
          enforceable agreements reached between the Employer and the
          Contractor and which arise out of and relate to this Contract
          (whether or not they are or appear to be a derogation from the rights
          assigned) and made prior to the date of any assignment.

18.2.1    The Contractor shall not without the written consent of the Employer
          (which consent shall not be unreasonably delayed or withheld)
          sub-contract all or any portion of the Works. Provided that it shall
          be a condition in any sub-contracting which may occur that the
          appointment of the sub-contractor under the sub-contract shall
          determine immediately upon the determination (for any reason) of the
          Contractor's appointment under this Contract.

18.2.2    The Contractor shall remain wholly responsible for carrying out and
          completing the Works in all respects in accordance with clause 2.1
          notwithstanding the sub-contracting of all or any portion of the
          Works.

18.2.3    The Contractor shall not without the written consent of the Employer
          (which consent shall not be unreasonably delayed or withheld)
          sub-contract the design for all or any portion of the Works. Where
          the Employer consents to any sub-contracting under

                                       18
<PAGE>   19
         clause 18.2.3 such consent shall not affect in any way the obligation
         of the Contractor under clause 2.5.

18.3     It shall be a condition in any sub-contracting to which clause 18.2.1
         refers that:

18.3.1   the appointment of the sub-contractor under the sub-contract shall
         determine immediately upon the determination (for any reason) of the
         Contractor's appointment under this Contract; and

18.3.2   the sub-contract shall provide that:

18.3.2.1 subject to clause 15 of these Conditions (in clauses 18.3.2.2 to
         18.3.2.3 called "the Main Contract Conditions"), unfixed materials and
         goods delivered to, placed on or adjacent to the Works by the
         sub-contractor and intended therefor shall not be removed except for
         use on the Works unless the Contractor has consented in writing to such
         removal, which consent shall not be unreasonably withheld;

18.3.2.2 where, in accordance with clause 30.2A or clause 30.2B of the Main
         Contract Conditions, the value of any such materials or goods has been
         included in the amount due as an Interim Payment and that Interim
         Payment has been discharged by the Employer in favour of the
         Contractor, such materials or goods shall be and become the property of
         the Employer and the sub-contractor shall not deny that such materials
         or goods are and have become the property of the Employer;

18.3.2.3 provided that if the Contractor shall pay the sub-contractor for any
         such materials or goods before the value therefore has, in accordance
         with clause 30.2A or clause 30.2B of the Main Contract Conditions, been
         included in the amount due as an Interim Payment and before that
         Interim Payment has been discharged by the Employer in favour of the
         Contractor, such materials or goods shall upon such payment by the
         Contractor be and become the property of the Contractor.

19       (number not used)

20       INJURY TO PERSONS AND PROPERTY AND INDEMNITY TO EMPLOYER

20.1     The Contractor shall be liable for, and shall indemnify the Employer
         against, any expense, liability, loss, claim or proceedings whatsoever
         arising under any statute or at common law in respect of personal
         injury to or the death of any person whosoever arising out of or in the
         course of or caused by the carrying out of the Works, except to the
         extent that the same is due to any act or neglect of the Employer or of
         any



                                       19
<PAGE>   20
         person for whom the Employer is responsible including the persons
         employed or otherwise engaged by the Employer to whom clause 29 refers.

20.2     The Contractor shall, subject to clause 20.3, be liable for, and shall
         indemnify the Employer against, any expense, liability, loss, claim or
         proceedings in respect of any injury or damage whatsoever to any
         property real or personal in so far as such injury or damage arises out
         of or in the course of or by reason of the carrying out of the Works,
         and to the extent that the same is due to any negligence, breach of
         statutory duty, omission or default of the Contractor, his servants or
         agents or of any person employed or engaged upon or in connection with
         the Works or any part thereof, his servants or agents or of any other
         person who may properly be on the site upon or in connection with the
         Works or any part thereof, his servants or agents, other than the
         Employer or any person employed, engaged or authorised by him or by any
         local authority executing work solely in pursuance of its statutory
         rights or obligations.

20.3.1   Subject to clause 20.3.2 the reference in clause 20.2 to "property real
         or personal" does not include the Works, work executed and/or Site
         Materials up to and including the date of issue of the statement by the
         Employer setting out the date of Practical Completion or up to and
         including the date of determination of the appointment of the
         Contractor (whether or not the validity of that determination is
         disputed) under clause 27 or clause 28.

20.3.2   If clause 17 has been operated then, in respect of the relevant part,
         and as from the relevant date such relevant part shall not be regarded
         as "the Works" or "work executed" for the purpose of clause 20.3.1.

21       INSURANCE AGAINST INJURY TO PERSONS OR PROPERTY

21.1.1.1 Without prejudice to his obligations to indemnify the Employer under
         clause 20 the Contractor shall take out and maintain insurance which
         shall comply with clause 21.1.1.2 in respect of claims arising out of
         his liability referred to in clauses 20.1, and 20.2.

21.1.1.2 For all claims to which clause 21.1.1.1 applies the insurance cover
         shall be not less than the sum stated in Appendix 1 for any one
         occurrence or series of occurrences arising out of one event.

21.1.2   As and when he is reasonably required to do so by the Employer the
         Contractor shall send to the Employer for inspection by the Employer
         documentary evidence that the insurance required by clause 21.1.1.1
         have been taken out and are being maintained, but at any time the
         Employer may (but not unreasonably or vexatiously) require to have sent
         for his inspection the relevant policy or policies and premium receipts
         therefor.



                                       20
<PAGE>   21
21.1.3    If the Contractor defaults in taking out or in maintaining insurance
          as provided in clause 21.1.1.1 the Employer may himself insure against
          any liability or expense which he may incur arising out of such
          default and a sum or sums equivalent to the amount paid or payable by
          him in respect of premiums therefor may be deducted by him from any
          monies due or to become due to the Contractor under this Contract or
          such amount may be recoverable by the Employer from the Contractor as
          a debt.

21.2.1    Where it is stated in the Employer's Requirements that the insurance
          to which clause 21.2.1 refers is required the Contractor shall take
          out and maintain a Joint Names Policy for such amount of indemnity as
          is stated in Appendix 1 in respect of any expense, liability, loss,
          claim or proceedings which the Employer may incur or sustain by reason
          of damage to any property other than the Works and Site Materials
          caused by collapse, subsidence, heave, vibration, weakening or removal
          of support or lowering of ground water arising out of or in the course
          of or by reason of the carrying out of the Works excepting damage:

21.2.1.1  for which the Contractor is liable under clause 20.2;

21.2.1.2  attributable to errors or omissions in the designing of the Works;

21.2.1.3  which can reasonably be foreseen to be inevitable having regard to the
          nature of the work to be executed or the manner of its execution;

21.2.1.4  (deleted)

21.2.1.5  arising from war risks or the Excepted Risks.

21.2.2    Any such insurance as is referred to in clause 21.2.1 shall be placed
          with insurers to be approved by the Employer, and the Contractor shall
          deposit with him the policy or policies and the premium receipts
          therefor.

21.2.3    If the Contractor defaults in taking out or in maintaining the Joint
          Names Policy as provided in clause 21.2.1 the Employer may himself
          insure against any risk in respect of which the default shall have
          occurred and may deduct a sum or sums equivalent to the amount paid or
          payable in respect of premiums from any monies due or to become due to
          the Contractor or such amount shall be recoverable by the Employer
          from the Contractor as a debt.

21.3      Notwithstanding the provisions of clauses 20.1, 20.2 and 21.1, the
          Contractor shall not be liable either to indemnify the Employer or to
          insure against any personal injury to or the death of any person or
          any damage, loss or injury caused to the Works or Site Materials, work
          executed, the site, or any property, by the effect of any Excepted
          Risk.

                                       21
<PAGE>   22
22      INSURANCE OF THE WORKS

22.1    (deleted)

22.2    In clause 22A and, so far as relevant, in order clauses of the
        Conditions the following phrases shall have the meanings given below:

        All Risks Insurance   : Insurance which provides cover against any
                                physical loss or damage to work executed and
                                Site Materials but excluding the cost necessary
                                to repair, replace or rectify:

                                1  property which is defective due to:
                                   .1  wear and tear;
                                   .2  obsolescence;
                                   .3  deterioration, rust or mildew;

                                2  any work executed or any Site Materials lost
                                   or damaged as a result of its own defect in
                                   design, plan, specification, material or
                                   workmanship or any other work executed which
                                   is lost or damaged in consequence thereof
                                   where such work relied for its support or
                                   stability on such work which was defective;

                                3  loss or damage caused by or arising from:

                                .1 any consequence of war, invasion, act of
                                   foreign enemy, hostilities (whether war be
                                   declared or not), civil war, rebellion,
                                   revolution, insurrection, military or usurped
                                   power, confiscation, commandeering,
                                   nationalization or requisition or loss or
                                   destruction of or damage to any property by
                                   or under the order of any government de jure
                                   or de facto or public municipal or local
                                   authority;




                                       22
<PAGE>   23
                                .2 disappearance or shortage if such
                                   disappearance or shortage is only revealed
                                   when an inventory is made or is not traceable
                                   to an identifiable event;

                                .3 an Excepted Risk (as defined in clause 1.3);

                                .4 civil commotion;

                                .5 any unlawful, wanton or malicious act
                                   committed maliciously by a person or persons
                                   acting on behalf of or in connection with an
                                   unlawful association; "unlawful association"
                                   shall mean any organisation which is engaged
                                   in terrorism: "terrorism" means the use of
                                   violence for political ends and includes any
                                   use of violence for the purpose of putting
                                   the public or any section of the public in
                                   fear.

        Site Materials       :  All unfixed materials and goods delivered to,
                                placed on or adjacent to the Works and intended
                                for incorporation therein.

22.3    The Contractor shall ensure that the Joint Names Policy referred to in
        clause 22A.1 or 22A.3 shall in respect of each sub-contractor to whom
        clause 18.2.1 refers.

        EITHER  provide for the recognition of each sub-contractor as an insured
                under the Joint Names Policy

        OR      include a waiver by the relevant insurers of any rights of
                subrogation which they may have against any such sub-contractor

        in respect of loss or damage by the Specified Perils to the Works and
        Site Materials; and that this recognition or waiver shall continue up
        to and including the date of issue of any certificate or other document
        which states that the sub-contract works are practically complete or
        the date of determination of the appointment of the Contractor (whether
        or not the validity of that determination is contested) under clause 27
        or clause 28 or clause 28A. The provisions of clause 22.3 shall apply
        also in respect of any Joint Names Policy taken out by the Employer
        under clause 22A.2.




                                       23
<PAGE>   24
22A       ALL RISKS INSURANCE OF THE WORKS BY THE CONTRACTOR

22A.1     The Contractor shall take out and maintain a Joint Names Policy for
          All Risks Insurance for cover no less than that defined in clause 22.2
          for the full reinstatement value of the Works (plus the percentage, if
          any, stated in Appendix 1 to cover any professional fees incurred by
          the Employer) and shall (subject to clause 17.1.3) maintain such Joint
          names Policy up to and including the date of issue of the statement by
          the Employer setting out the date of Practical Completion or up to and
          including the date of determination of the appointment of the
          Contractor under clause 27 or clause 28 or clause 28A (whether or not
          the validity of that determination is contested) whichever is the
          earlier.

22A.2     The Joint Names Policy referred to in clause 22A.1 shall be taken out
          with insurers approved by the Employer and the Contractor shall
          deposit with him that Policy and the premium receipt therefor and also
          any relevant endorsement or endorsement or endorsements thereof as
          may be required to comply with the obligation to maintain that Policy
          set out in clause 22A.1 and the premium receipts therefor. If the
          Contractor defaults in taking out or in maintaining the Joint Names
          Policy as required by clauses 22A.1 and 22A.2 the Employer may himself
          take out and maintain a Joint Names Policy against any risk in respect
          of which the default shall have occurred and a sum or sums equivalent
          to the amount paid or payable by him in respect of premiums therefor
          may be deducted by him from any monies due or to become due to the
          Contractor under this Contract or such amount may be recoverable by
          the Employer from the Contractor as a debt.

22A.3.1.  If the Contractor independently of his obligations under this Contract
          maintains a policy of insurance which provides (inter alia) All Risks
          Insurance for cover no less than that defined in clause 22.2 for the
          full reinstatement value of the Works (plus the percentage, if any,
          stated in Appendix 1 to cover any professional fees incurred by the
          Employer) then the maintenance by the Contractor of such policy shall,
          if the policy is a Joint Names Policy in respect of the aforesaid
          Works, be a discharge of the Contractor's obligation to take out and
          maintain a Joint Names Policy under clause 22A.1. If and so long as
          the Contractor is able to send for inspection by the Employer as and
          when he is reasonably required to do so by him documentary evidence
          that such a policy is being maintained then the Contractor shall be
          discharged from his obligation under clause 22A.2 to deposit the
          policy and the premium receipt with the Employer but on any occasion
          the Employer may (but not unreasonably or vexatiously) require to have
          sent to him for inspection the policy to which clause 22A.3.1 refers
          and the premium receipts therefor. The annual renewal date, as
          supplied by the Contractor, of the insurance referred to in clause
          22A.3.1 is stated in Appendix 1.



                                       24
<PAGE>   25
22A.3.2   The provisions of clause 22A.2 shall apply in regard to any default in
          taking out or in maintaining insurance under clause 22A.3.1.

22A.4.1   If any loss or damage affecting work executed or any part thereof on
          any Site Materials is occasioned by any one or more of the risks
          covered by the Joint Names Policy referred to in clause 22A.1 or
          clause 22A.2 or clause 22A.3 then, upon discovering the said loss or
          damage, the Contractor shall forthwith give notice in writing to the
          Employer of the extent, nature and location thereof.

22A.4.2   The occurrence of loss or damage shall be disregarded in computing any
          amounts payable to the Contractor under or by virtue of this Contract.

22A.4.3   After any inspection required by the insurers in respect of a claim
          under the Joint Names Policy referred to in clause 22A.1 or clause
          22A.2 or clause 22A.3 has been completed the Contractor with due
          diligence shall restore work damaged, replace or repair any such Site
          Materials which have been lost or damaged, remove and dispose of any
          debris and proceed with the carrying out and completion of the Works.

22A.4.4   The Contractor, for himself and for all sub-contractors who are,
          pursuant to clause 22.3, recognised as an insured under the Joint
          Names Policy referred to in clause 22A.1, clause 22A.2 or clause
          22A.3, shall authorise the insurers to pay all monies from such
          insurance in respect of the loss or damage referred to in clause
          22A.4.1 to the Employer. The Employer shall pay all such monies (less
          only the percentage, if any, stated in Appendix 1 to cover any
          professional fees incurred by the Employer) to the Contractor by
          installments in accordance with clause 30 Alternative B even if
          Alternative A is applicable to all other payments under the Contract.

22A.4.5   The Contractor shall not be entitled to any payment in respect of the
          restoration, replacement or repair of such loss or damage, and (when
          required) the removal and disposal of debris other than the monies
          received under the aforesaid insurance.

23        DATE OF POSSESSION, COMPLETION AND POSTPONEMENT

23.1.1    On the Date of Possession possession of the site shall be given to the
          Contractor who shall thereupon begin the construction of the Works and
          regularly and diligently proceed with the same and shall complete the
          same on or before the Completion Date.

23.1.2    Where clause 23.1.2 is stated in Appendix 1 to apply the Employer may
          defer the giving of possession for a period not exceeding 6 weeks, or
          such lesser period stated in Appendix 1, calculated from the Date of
          Possession.



                                       25
<PAGE>   26
23.2     The Employer may issue instructions in regard to the postponement of
         any design or construction work to be executed under the provisions of
         this Contract.

23.3.1   For the purposes of the Works insurances the Contractor shall retain
         possession of the site and the Works up to and including the date of
         issue of the statement by the Employer setting out the date of
         Practical Completion, and, subject to clause 17, the Employer shall not
         be entitled to take possession of any part or parts of the Works until
         that date.

23.3.2   Notwithstanding the provision of clause 23.3.1 the Employer may, with
         the consent in writing of the Contractor, use or occupy the site or the
         Works or part thereof whether for the purposes of storage of his goods
         or otherwise before the date of issue of the statement by the Employer
         setting out the date of Practical Completion. Before the Contractor
         shall give his consent to such use or occupation the Contractor or the
         Employer shall notify the insurers under clause 22A and obtain
         confirmation that such use or occupation will not prejudice the
         insurance. Subject to such confirmation the consent of the Contractor
         shall not be unreasonably withheld.

23.3.3   Where clause 22A.2 or clause 22A.3 applies and the insurers in giving
         the confirmation referred to in clause 23.3.2 have made it a condition
         of such confirmation that an additional premium is required the
         Contractor shall notify the Employer of the amount of the additional
         premium. If the Employer continues to require use or occupation under
         clause 23.3.2 the additional premium required shall be added to the
         Contract Sum and the Contractor shall provide the Employer, if so
         requested, with the additional premium receipt therefor.

24       DAMAGES FOR NON-COMPLETION

24.1     If the Contractor fails to complete the construction of the Works by
         the Completion Date the Employer shall issue a notice in writing to the
         Contractor to that effect. In the event of a new Completion Date being
         fixed after the issue of such a notice in writing such fixing shall
         cancel that notice and the Employer shall issue such further notice in
         writing under clause 24.1 as may be necessary.

24.2.1   Subject to the issue of any notice under clause 24.1 the Contractor
         shall as the Employer may require in writing not later than the date
         when the Final Statement (or, as the case may be, the Employer's Final
         Statement) becomes conclusive as to the balance due between the parties
         by agreement or by the operation of clause 30.5.5, pay or allow to the
         Employer liquidated and ascertained damages at the rate


                                       26
<PAGE>   27
          stated in Appendix 1 (or at such lesser rate as may be specified in
          writing by the Employer) for the period between the Completion Date
          and the date of Practical Completion and the Employer may deduct the
          same from any monies due or to become due to the Contractor under
          this Contract (including any balance stated as due to the Contractor
          in the Final Statement or, as the case may be, in the Employer's Final
          Statement) or the Employer may recover the same from the Contractor's
          as a debt.

24.2.2    If, under clause 25.3.3. the Employer fixed a later Completion Date,
          the Employer shall pay or repay to the Contractor any amounts
          recovered or paid under clause 24.2.1 for the period up to such later
          Completion Date.

24.2.3    Notwithstanding the issue of any further notice under clause 24.1 any
          requirement of the Employer which has been previously stated in
          writing in accordance with clause 24.2.1 shall remain effective
          unless withdrawn by the Employer.

25        EXTENSION OF TIME

25.1      In clause 25 any reference to delay, notice or extension of time
          includes further delay, further notice or further extension of time.

25.2.1    If and whenever it becomes reasonably apparent that the progress of
          the Works is being or is likely to be delayed the Contractor shall
          forthwith give written notice to the Employer of the material
          circumstances including the cause or causes of the delay and identify
          in such notice any event which in his opinion is a Relevant Event.

25.2.2    In respect of each and every Relevant Event identified in the notice
          given in accordance with clause 25.2.1 the Contractor shall, if
          practicable in such notice, or otherwise in writing as soon as
          possible after such notice;

25.2.2.1  give particulars of the expected thereof; and

25.2.2.2  estimate the extent, if any, of the expected delay in completion of
          the Works beyond the Completion Date resulting therefrom whether or
          not concurrently with delay resulting from any other Relevant Event.

25.2.3    The Contractor shall give such further written notice to the Employer
          as may be reasonably necessary for keeping up-to-date the particulars
          and estimate referred to in clauses 25.2.2.1 and 25.2.2.2 including
          any material change in such particulars or estimate.

25.3.1    If:




                                       27
<PAGE>   28
25.3.1.1  any of the events which are stated by the Contractor to be caused of
          the delay is a Relevant Event; and

25.3.1.2  the completion of the Works is likely to be delayed thereby beyond
          the Completion Date

          the Employer upon receipt of any notices, particulars and estimate
          under clauses 25.2.1 and 25.2.2 shall make in writing to the
          Contractor such extension of time, if any, for completion of the
          Works beyond the Completion Date as is then fair and reasonable, by
          fixing a later date as the Completion Date. The Employer shall, in
          making such extension of time, state:

25.3.1.3  which of the Relevant Events he has taken into account; and

25.3.1.4  the extent, if any, to which he has had regard to any instruction
          under clause 12.2 requiring the omission of any work issued since the
          fixing of the previous Completion Date.

          and shall, if reasonably practicable having regard to the sufficiency
          of the aforesaid notice, particulars and estimates, fix such new
          Completion Date not later than 12 weeks from receipt of the notice
          and of reasonably sufficient particulars and estimates, or, where the
          period between receipt thereof and the Completion Date is less than 12
          weeks, not later than the Completion Date.

          If upon receipt of any such notice, particulars and estimate it is
          not fair and reasonable for the Employer to fix a later date as a new
          Completion Date, the Employer shall, if reasonably practicable having
          regard to the sufficiency of the aforesaid notice, particulars and
          estimate, so notify the Contractor in writing not later than 12 weeks
          from receipt of the notice, particulars and estimate, or, where the
          period between receipt thereof and the Completion Date is less than
          12 weeks, not later than the Completion Date.

25.3.2    After first making an extension of time under clause 25.3.1, the
          Employer may fix a Completion Date earlier than that previously fixed
          under clause 25 if the fixing of such earlier Completion Date is fair
          and reasonable having regard to the omission of any work or
          obligation instructed by the Employer under clause 12 after the last
          occasion of which the Employer made an extension of time.

25.3.3    After the Completion Date, if this occurs before the date of
          Practical Completion, the Employer may, and not later than the expiry
          of 12 weeks after the date of Practical Completion, shall in writing
          to the Contractor either:


                                       28
<PAGE>   29
25.3.3.1  fix a Completion Date later than that previously fixed if the fixing
          of such later Completion Date is fair and reasonable having regard to
          any of the Relevant Events, whether upon reviewing a previous decision
          or otherwise and whether or not the Relevant Event has been specially
          notified by the Contractor under clause 25.2.1; or

25.3.3.2  fix a Completion Date earlier than that previously fixed under clause
          25 if the fixing of such earlier Completion Date is fair and
          reasonable having regard to any instructions of the Employer effecting
          a Change requiring the omission of any work issued under clause 12.2
          where such issue is after the last occasion on which the Employer made
          the extension of time; or

25.3.3.3  confirm to the Contractor the Completion Date previously fixed.

25.3.4    Provided always:

25.3.4.1  the Contractor shall use constantly his best endeavours to prevent
          delay in the progress of the Works, howsoever caused, and to prevent
          the completion of the Works being delayed or further delayed beyond
          the Completion Date; and

25.3.4.2  the Contractor shall do all that may reasonably be required to the
          satisfaction of the Employer to proceed with the Works.

25.3.4.5  No decision of the Employer under clause 25.3 shall fix a Completion
          Date earlier than the Date for Completion stated in Appendix 1.

25.4      The following are the Relevant Events referred to in clause 25:

25.4.1    force majeure;

25.4.2    exceptionally adverse weather conditions;

25.4.3    loss or damage occasioned by any one or more of the Specified Perils;

25.4.4    civil commotion, local combination of workmen, strike or lock-out
          affecting any of the trade employed upon the Works or any of the
          trades engaged in the preparation, manufacture or transportation of
          any of the goods or materials required for the Works, or any person
          engaged in the preparation of the design of the Works;

25.4.5    compliance with the Employer's instructions:

25.4.5.1  under clause 2.3.1, 12.2, 12.3 or 23.2; or

25.4.5.2  in regard to the opening up for inspection of any work covered up or
          the testing of any of the work, material or goods in accordance with
          clause


                                       29
<PAGE>   30
           8.3  (including making good in consequence of such opening up or
           testing) unless the inspection or test showed that the work,
           materials or goods were not in accordance with this contract.

25.4.6     the Contractor not having received in due time necessary
           instructions, decisions, information or consent from the Employer
           which the Employer is obliged to provide or give under the Conditions
           including a decision under clause 2.4.2 for which he specifically
           applied in writing provided that such application was made on a date
           which having regard to the Completion Date was neither unreasonably
           distant from nor unreasonably close to the date on which it was
           necessary for him to receive the same;

25.4.7     delay in receipt of any necessary permission or approval of any
           statutory body which the Contractor has taken all practicable steps
           to avoid or reduce;

25.4.8.1   the execution of work not forming part of this Contract by the
           Employer himself or by persons employed or otherwise engaged by the
           Employer as referred to in clause 29 or failure to execute such work;

25.4.8.2   the supply by the Employer of materials and goods which the Employer
           has agreed to provide for the Works or the failure so to supply;

25.4.9     the exercise after the Base Date by the Government of any statutory
           power which directly affects the execution of the Works by
           restricting the availability or use of labour which is essential to
           the proper carrying out of the Works, or preventing the Contractor
           from or delaying the Contractor in, securing such goods or materials
           or such fuel or energy as are essential to the proper carrying out of
           the Works:

25.4.10.1  the Contractor's inability for reasons beyond his control and which
           he could not reasonably have foreseen at the Base Date to secure such
           labour as is essential to the proper carrying out of the Works; or

25.4.10.2  the Contractor's inability for reasons beyond his control and which
           he could not reasonably have foreseen at the Base Date to secure such
           goods or materials as are essential to the proper carrying out of the
           Works;

25.4.11    the carrying out by a local authority of work in pursuance of its
           statutory obligations in relation to the Works, or the failure to
           carry out such work;

25.4.12    failure of the Employer to give in due time ingress from the site of
           the Works or any part thereof through or over any land, buildings,
           way or passage adjoining or connected with the site and in the
           possession and control of the Employer, in accordance with the
           Employer's Requirements after receipt by the Employer of such notice,
           if any, as the Contractor is required to give, or failure of the
           Employer to give such ingress or egress as otherwise agreed between
           the Employer and the Contractor;

                                       30


<PAGE>   31
25.4.13  Delay which the Contractor has taken all practicable steps to avoid or
         reduce consequent upon a change in the Statutory Requirements after the
         Base Date which affect the Works as referred to in clause 6.3.1. or an
         amendment to the Contractor's Proposals to which clause 6.3.2 applies;

25.4.14  Where clause 23.1.2 is stated in Appendix 1 to apply, the deferment by
         the Employer of giving possession of the site under clause 23.1.1.

26       LOSS AND EXPENSE CAUSED BY MATTERS AFFECTING REGULAR PROGRESS OF THE
         WORKS

26.1     If the Contractor makes written application to the Employer stating
         that he has incurred or is likely to incur direct loss and/or expense
         in the execution of this Contract for which he would not be reimbursed
         by a payment under any other provision in this Contract due to
         deferment of giving possession of the site under clause 23.1.1 where
         clause 23.1.2 is stated in the Appendix to be applicable or because the
         regular progress of the Works or any part thereof has been or is likely
         to be materially affected by any one or more of the matters referred to
         in clause 26.2 the amount of such loss and/or expense which has been or
         is being incurred by the Contractor shall be added to the Contract Sum;
         provided always that;

26.1.1   the Contractor's application shall be made as soon as it has become or,
         should reasonably have become, apparent to him that the regular
         progress of the Works or of any part thereof has been or was likely to
         be affected as aforesaid; and

26.1.2   the Contractor shall in support of his application and in respect of
         the amount of the loss and/or expense provide upon request by the
         Employer such information and details as the Employer may reasonably
         require.

26.2     The following are the matters referred to in clause 26.1:

26.2.1   the opening up for inspection of any work covered up or the testing of
         any of the work materials or goods in accordance with clause 8.3
         (including making good in consequence of such opening up or testing),
         unless the inspection or test showed that the work, materials or goods
         were not in accordance with this Contract; or

26.2.2   delay in receipt of any permission or approval for the purposes of
         Development Control Requirements necessary for the Works to be carried
         out or proceed, which delay the Contractor has taken all practicable
         steps to avoid or reduce; or


                                       31

<PAGE>   32
26.2.3.1      the execution of work not forming part of this Contract by the
              Employer himself or by persons employed or otherwise engaged by
              the Employer as referred to in clause 29 or the failure to execute
              such work; or

26.2.3.2      the supply by the Employer of materials and goods which the
              Employer has agreed to provide for the Works or the failure so to
              supply; or

26.2.4        Employer's instructions issued under clause 23.2 in regard to the
              postponement of any work to be executed under the provisions of
              this Contract; or

26.2.5        failure of the Employer to give in due time ingress to or egress
              form the site of the Works or any part thereof through or over any
              land, buildings, way or passage adjoining or connected with the
              site and in the possession and control of the Employer, in
              accordance with the Employer's Requirements after receipt by the
              Employer of such notice, if any, as the Contractor is required to
              give, or failure of the Employer to give such ingress or egress as
              otherwise agreed between the Employer and the Contractor; or

26.2.6        Employer's instructions issued under clause 12.2 effecting a
              Change or under clause 12.3 in regard to the expenditure of
              provisional sums: or


26.2.7        the Contractor not having received in due time necessary
              instructions, decisions, information or consents from the Employer
              which the Employer is obliged to provide or give under the
              Conditions including a decision under clause 2.4.2 and for which
              he specifically applied in writing provided that such application
              was made on a date which having regard to the Completion Date was
              neither unreasonably distant from nor unreasonably close to the
              date on which it was necessary for him to receive the same.

26.3          Any amount from time to time ascertained under clause 26 shall be
              added to the Contract Sum.

26.4          The provisions of clause 26 are without prejudice to any other
              rights and remedies which the Contractor may possess.

27            DETERMINATION BY EMPLOYER

27.1          Without prejudice to any other rights and remedies which the
              Employer may possess, if the Contractor shall make default in any
              one or more of the following respects, that is to say;

              if without reasonable cause he wholly suspends the carrying out of
              the design or construction of the Works before completion thereof;
              or

                                       32

<PAGE>   33
27.1.2    if he fails to proceed regularly and diligently with the performance
          of his obligations under this Contract; or

27.1.3    if he refuses or neglects to comply with a written notice from the
          Employer requiring him to remove defective work or improper materials
          or goods and by such refusal or neglect the Works are materially
          affected; or

27.1.4    if he fails to comply with the provisions of clause 18

          then the Employer may give to him a notice by registered post or
          delivery by hand specifying the default. If the Contractor either
          shall continue such default for 14 days after receipt of such notice
          or shall at any time thereafter repeat such default (whether
          previously repeated or not), then the Employer may within 10 days
          after such continuance or repetition by notice by registered post or
          delivery by hand forthwith determine the appointment of the Contractor
          under this Contract; provided that such notice shall not be given
          unreasonably or vexatiously.

27.2      In the event of the Contractor becoming bankrupt or making a
          composition or arrangement with his creditors or having a winding up
          order made or (except for purposes of amalgamation or reconstruction)
          a resolution for voluntary winding up passed or having a provisional
          liquidator, receiver or manager of his business or undertaking duly
          appointed, or having possession taken, by or on behalf of the holders
          of any debentures secured by a floating charge, of any property
          comprised in or subject to the floating charge, the appointment of the
          Contractor under this Contract shall be forthwith automatically
          determined but the said appointment may be reinstated and continued if
          the Employer and the Contractor, his trustee in bankruptcy,
          liquidator, provisional liquidator, receiver or manager as the case
          may be shall so agree.

27.3      The Employer shall be entitled to determine the appointment of the
          Contractor under this or any other contract, if the Contract shall
          have offered or given or agreed to give to any person any gift or
          consideration of any kind as an inducement or reward for doing or
          forbearing to do or for having done or forborne to do any action in
          relation to the obtaining or execution of this or any other contract
          with the Employer, or for showing or forbearing to show favour or
          disfavour to any person in relation to this or any other contract with
          the Employer, or if the like acts shall have been done by any person
          employed by the Contractor or acting on his behalf (whether with or
          without the knowledge of the Contractor).

27.4      In the event of the appointment of the Contractor under this Contract
          being determined under clauses 27.1, 27.2 or 27.3 and so long as it
          has not been reinstated and continued, the following shall be the
          respective rights and duties of the Employer and the Contractor:

                                       33
<PAGE>   34
27.4.1    for the purposes referred to in clause 5.5. the Contractor shall
          provide the Employer with 2 copies of, and the Employer may retain,
          all such drawings or details or descriptions as the Contractor has
          prepared or previously provided and drawings and information relating
          to the Works completed before determination of the Contractor's
          appointment;

27.4.2    the Employer may employ or pay other persons to carry out and complete
          the design and construction of the Works and he or they may enter upon
          the works and use all temporary buildings, plant, tools, equipment,
          goods and materials intended for, delivered to and placed on or
          adjacent to the Works, and may purchase all materials and goods
          necessary for the carrying out and completion of the Works;

27.4.3.1  except where the determination occurs by reason of the bankruptcy of
          the Contractor or of his having a winding up order made or (other than
          for the purposes of amalgamation or reconstruction) a resolution for
          voluntary winding up passed, the Contractor shall if so required by
          the Employer within 14 days of the date of determination, assign to
          the Employer without payment the benefit of any agreement for the
          supply of materials or goods and/or for the execution of any work for
          the purposes of this Contract but on the terms that a supplier or
          sub-contractor shall be entitled to make any reasonable objection to
          any further assignment thereof by the Employer.

27.4.3.2  unless the exception to the operation of clause 27.4.3.1 applies the
          Employer may pay any supplier or sub-contractor for any materials or
          goods delivered or works executed for the purposes of this Contract
          (whether before or after the date of determination) in so far as the
          price thereof has not already been paid by the Contractor;

27.4.4    the Contractor shall as and when required in writing by the Employer
          so to do (but not before) remove from the Works any temporary
          buildings, plant, tools, equipment, goods and materials belonging to
          or hired by him. If within a reasonable time after any such
          requirement has been made the Contractor has not complied therewith,
          then the Employer may (but without being responsible for any loss or
          damage) remove and sell any such property of the Contractor, holding
          the proceeds less all costs incurred to the credit of the Contractor;

27.4.5    the Contractor shall allow or pay to the Employer in the manner
          hereinafter appearing the amount of any direct loss and/or damage
          caused to the Employer by the determination. Until after completion of
          the Works under clause 27.4.2 the Employer shall not be bound by any
          provision of this Contract to make any further payment the Contractor,
          but upon such completion and the verification within a reasonable time
          of the accounts therefor the Employer shall state the amount of
          expenses properly incurred by the employer and the amount of any
          direct loss and/or damage caused to the Employer by the determination
          and, if such


                                       34
<PAGE>   35
          amounts when added to the monies paid to the Contractor before the
          date of determination exceed the total amount which would have been
          payable on due completion in accordance with this Contract, the
          difference shall be a debt payable to the Employer by the Contractor,
          and if the said amounts when added to the said monies be less than the
          said total amount, the difference shall be a debt payable by the
          Employer to the Contractor.

28        DETERMINATION BY CONTRACTOR

28.1      Without prejudice to any other rights and remedies which the
          Contractor may possess, if:

28.1.1    the Employer does not pay to the Contractor any interim amount
          properly due under clause 30.1 within 14 days and continues such
          default for 7 days after receipt by registered post or delivery by
          hand of a notice from the Contractor stating that notice of
          determination under clause 28 will be served if payment is not made
          within 7 days from receipt thereof

28.1.2    (deleted)

          then the Contractor may thereupon by notice by registered post or
          delivery by hand to the Employer forthwith determine the appointment
          of the Contractor under this Contract; provided that such notice shall
          not be given unreasonably or vexatiously.

28.2      Upon such determination, then without prejudice to the accrued rights
          or remedies of either party or to any liability of the classes
          mentioned in clause 20 which may accrue either before the Contractor
          or any sub-contractor shall have removed his temporary buildings,
          plant, tools, equipment, goods or materials or by reason of his or
          their so removing the same, the following shall be the respective
          rights and liabilities of the Contractor and the Employer;

28.2.1    the Contractor shall with all reasonable dispatch and in such manner
          and with such precautions as will prevent injury, death or damage of
          the classes in respect of which before the date of determination he
          was liable to indemnify the Employer under clause 20 remove from the
          site all temporary buildings, plant, tools, equipment, goods and
          materials and shall give facilities for his sub-contractors to do the
          same, but subject always to the provisions of clause 28.2.3.4;

28.2.2    for the purposes referred to in clause 5.5, the Contractor shall
          provide the Employer with 2 copies of, and the Employer may retain,
          all such drawings or details or descriptions as the Contractor has
          prepared or previously provided and drawings and information relating
          to the Works completed before determination of the Contractor's
          appointment;


                                       35
<PAGE>   36
28.2.3    after taking into account amounts previously paid under this Contract
          the Contractor shall be paid by the Employer;

28.2.3.1  the total value of work (including design work) completed at the date
          of determination;

28.2.3.2  the total value of work (including design work) begun and executed but
          not completed at the date of determination, the value being
          ascertained in accordance with clause 12.4 as if such work were a
          Change effected under clause 12.2 but after taking account of any
          amounts referred to in clauses 28.2.3.3 to 28.2.3.6;

28.2.3.3  any amount in respect of direct loss and/or expense under clause 26;

28.2.3.4  the cost of materials or goods properly ordered for the Works for
          which the Contractor shall have paid or for which the Contractor is
          legally bound to pay, and on such payment by the Employer any
          materials or goods so paid for shall become the property of the
          Employer;

28.2.3.5  the reasonable cost of removal under clause 28.2.1;

28.2.3.6  any direct loss and/or expense caused to the Contractor by the
          determination except where the ground for determination is that set
          out in clause 28.1.2.5.

28A       DETERMINATION BY EMPLOYER OR CONTRACTOR

          (deleted)

29        EXECUTION OF WORK NOT FORMING PART OF CONTRACT

29.1      Where the Employer's Requirement in regard to any work not forming
          part of this Contract and which is to be carried out by the Employer
          himself or by persons employed or otherwise engaged by him, provide
          such information as is necessary to enable the Contractor to carry out
          and complete the Works in accordance with the Conditions, the
          Contractor shall permit the execution of such work.

29.2      Where the Employer's Requirement do not provide the information
          referred to in clause 29.1 and the Employer requires the execution of
          work not forming part of this Contract by the Employer himself or by
          persons employed or otherwise engaged by the Employer, then the
          Employer may, with the consent of the Contractor (which consent shall
          not be unreasonably withheld) arrange for the execution of such work.





                                       36
<PAGE>   37
29.3       Every person employed or otherwise engaged by the Employer as
           referred to in clauses 29.1 and 29.2 shall for the purpose of clause
           20 be deemed to be a person for whom the Employer is responsible and
           not to be a sub-contractor.

30         PAYMENTS

30.1.1     Interim Payments shall be made by the Employer to the Contractor in
           accordance with clauses 30.1 to 30.4 and whichever of the
           Alternatives A or B in Appendix 2 applies to this Contract.

30.1.2     The amount due as an Interim Payment shall be the gross valuation as
           referred to in clause 30.2A or clause 30.2B whichever is applicable,
           less:

301.2.1    any amount which the Employer may deduct and retain as provided in
           clause 30.4 (in the Conditions called "the Retention") and

30.1.2.2   the sum of the amounts paid in previous Interim Payments.

30.2A      The gross valuation for the purposes of Interim Payments in
           accordance with Alternative A is the total of the amounts referred to
           in clause 30.2A.1 and of the amounts referred to in clause 30.2A.2
           less the amount referred to in clause 30.2A.3.

30.2A.1    The following amounts are subject to Retention:

30.2A.1.1  the cumulative value at the relevant stage;

30.2A.1.2  the amount of any valuation of Changes or of instructions by the
           Employer in regard to the expenditure of provisional sums (clause
           12.2 or clause 12.3) relevant to the Interim Payment;

30.2A.1.3  (deleted)

30.2A.2    The following amounts are not subject to Retention:

30.2A.2.1  any amounts payable in accordance with clause 3 by the Employer as a
           result of payments made or costs incurred by the Contractor under
           clauses 8.3, 9.2, 16.2 or 16.3;

30.2A.2.2  any amounts due under clause 26;

30.2A.2.3  (deleted)

30.2A.3    The following amount is not subject to Retention:

30.2A.3.1  any amount deductible under clauses 16.2 or 16.3



                                       37
<PAGE>   38
30.2A.4        (deleted)

30.2B          The gross valuation for the purposes of Interim Payments in
               accordance with Alternative B is the total of the amounts
               referred to in clause 30.2B.1 and of the amounts referred to in
               clause 30.2B.2 less the amount referred to in clause 30.2B.3.

30.2B.1        The following amounts are subject to Retention:

30.2B.1.1      the total value of work properly executed including any design
               work carried out by the Contractor and any work so executed to
               which clause 12.2 and clause 12.3 refer;

30.2B.1.2      the total value of the materials and goods delivered to or
               adjacent to the Works for incorporation therein by the Contractor
               but not so incorporated, provided that the value of such
               materials and goods shall only be included as and from such times
               as they are reasonably, properly and not prematurely so delivered
               and are adequately protected against weather and other
               casualties;

30.2B.1.3      the total value of any materials and goods other than those to
               which clause 30.2B.1.2 refers where the Employer in the exercise
               of his discretion as referred to in Alternative B in Appendix 2
               has decided that such total value be included in an Interim
               Payment;

30.2B.1.4      (deleted)

30.2B.2        The following amounts are not subject to Retention:

30.2B.2.1      any amounts payable in accordance with clause 3 by the Employer
               as a result of payments made or costs incurred by the Contractor
               under clause 8.3, 9.2, 16.2 or 16.3;

30.2B.2.2      any amount due under clause 26;

30.2B.2.3      (deleted)

30.2B.3        The following amount is not subject to Retention:

30.2B.3.1      any amount deductible under clauses 16.2 or 16.3.

30.3.1         The contractor shall make Applications for Interim Payment as
               follows:

30.3.1.1       where Alternative A applies, Application for Interim Payment
               shall be made on completion of each stage set out in Alternative
               A in Appendix 2 and after the expiration of the Defects Liability
               Period named in Appendix 1 or on the issue of

                                        38

<PAGE>   39
          the Notice of Completion of Making Good Defects (whichever is the
          later);

30.3.1.2  where Alternative B applies, Application for Interim Payment shall be
          made at the Period for Applications for Interim Payment stated in
          Alternative B in Appendix 2 up to and including the end of the Period
          during which the day named in the Statement of Practical Completion
          occurs. Thereafter Application for Interim Payment shall be made as
          and when further amounts are due to the Contractor and after the
          expiration of the Defects Liability Period named in Appendix 1 or on
          the issue of the Notice of Completion of Making Good Defects
          (whichever is the later) provided that the Employer shall not be
          required to make any Interim Payment within one calendar month of
          having made a previous Interim Payment.

30.3.2    Each application for Interim Payment shall be accompanied by such
          details as may be stated in the Employer's Requirements.

30.3.3    Subject to clause 30.3.4 the Employer shall pay the amount stated as
          due in the Application for Interim Payment within 14 days of the issue
          of each Application for Interim Payment.

30.3.4    If on receipt of any Application for Interim Payment the Employer
          considers that the amount stated as due in the Application is not in
          accordance with this Contract he shall forthwith issue to the
          Contractor a notice with reasons to that effect and shall pay at the
          same time as the issue of that notice such amount as he considers to
          be properly due as an Interim Payment.

30.3.5    The payment by the Employer of the amount referred to in clause 30.3.4
          shall be without prejudice to the rights of the Contractor in respect
          of any amount which he considers has been improperly withheld by the
          Employer or in respect of any payment by the Employer which he
          considers was not in accordance with this Contract.

30.4.1    The Retention which the Employer may deduct and retain as referred to
          in clause 30.1.2 is such percentage of the total amount included under
          clause 30.2A.1 or clause 30.2B.1 whichever is applicable as arises
          from the operation of the following rules:

30.4.1.1  the percentage referred to in the Conditions and Appendix 1 as "the
          Retention Percentage" shall be 5 per cent unless a lower rate shall
          have been agreed between the parties and specified in Appendix 1 as
          the Retention Percentage;

30.4.1.2  (deleted)

30.4.1.3  (deleted)

                                       39

<PAGE>   40
30.4.2   The Retention shall be subject to the following rules:

30.4.2.1 the Employer's interest in the Retention is fiduciary as trustee for
         the Contractor (but without obligation to invest);

30.4.2.2 to the extent that the Employer exercises his right under clause 30.4
         and if the Contractor then so requests, the Employer, at the time of
         each Interim Payment, shall place the Retention in a separate banking
         account (so designated as to identify the amount as the Retention held
         by the Employer on trust as provided in clause 30.4.2.1) and inform the
         Contractor in writing that such amount has been so placed. The Employer
         shall be entitled to the full beneficial interest in any interest
         accruing in the separate banking account and shall be under no duty to
         account for any such interest to the Contractor.

30.4.3   Notwithstanding the fiduciary interest of the Employer in the Retention
         as stated in clause 30.4.2.1 the Employer is entitled to exercise any
         right under this Contract of deduction from monies due or to become due
         to the Contractor against any amount otherwise due whether or not any
         Retention is included in that amount by the operation of clause 30.

30.5.1   Within 3 months of Practical Completion the Contractor shall submit the
         Final Account and the Final Statement referred to in clause 30.5.4 for
         agreement by the Employer and the Contractor shall supply the Employer
         with such supporting documents as the Employer may reasonably require.

30.5.2   The Contract Sum shall be adjusted in accordance with the Conditions
         and the Final Account shall set out the Contract Sum together with the
         adjustments set out in clause 30.5.3.

30.5.3   There shall be deducted from the Contract Sum:

30.5.3.1 all provisional sums included in the Employer's Requirements;

30.5.3.2 any deduction by way of adjustment under clauses 2.3.2 and 6.3;

30.5.3.3 the amount of any valuation of the omission of work in accordance with
         an instruction of the Employer affecting a Change together with any
         amount in respect of any other work as referred to in clause 12.5.5
         which is to be valued under clause 12.5;

30.5.3.4 any amount deducted or deductible under clauses 16.2 or 16.3;

30.5.3.5 any other amount which is required by this Contract to be deducted from
         the Contract Sum.

         There shall be added to the Contract Sum:


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<PAGE>   41
30.5.3.6  any addition by way of adjustment under clauses 2.3.2 and 6.3;

30.5.3.7  any amounts paid or payable by the Employer to the Contractor as a
          result of payments made or costs incurred by the Contractor under
          clauses 8.3, 9.2, 16.2 or 16.3;

30.5.3.8  the amount of the valuation under clause 12.5 of any Change including
          the value of other work as referred to in clause 12.5.5 other than the
          valuation of any omission under clause 12.5.2;

30.5.3.9  the amount of the valuation of work executed by, or the amount of any
          disbursements by, the Contractor in accordance with instructions by
          the Employer as to the expenditure of provisional sums included in the
          Employer's Requirements;

30.5.3.10 any amount ascertained under clause 26;

30.5.3.11 (deleted)

30.5.3.12 (deleted)

30.5.3.13 any other amount which is required by this Contract to be added to the
          Contract Sum.

30.5.4    The Final Statement shall set out:

30.5.4.1  the amount resulting from the operation of clauses 30.5.2 and 30.5.3;
          and

30.5.4.2  the sum of amounts already paid by the Employer to the Contractor

          and the difference (if any) between the two sums shall be expressed as
          a balance due to the Contractor from the Employer or to the Employer
          from the Contractor as the case may be.

30.5.5    If nothing in the Final Account or in the Final Statement as submitted
          by the Contractor in accordance with clause 30.5.1 is disputed by the
          Employer within 1 month from the end of the Defects Liability Period
          stated in Appendix 1 or from completion of making good defects under
          clause 16 or within 1 month of the submission of the Final Account and
          the Final Statement to the Employer by the Contractor, whichever is
          the later, the Final Account and the Final Statement so submitted
          shall be conclusive as to the balance due between the parties in
          accordance therewith.

30.5.6    If the Contractor does not submit the Final Account and the Final
          Statement


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<PAGE>   42
          within the 3 months referred to in clause 30.5.1 the Employer may on
          the expiry of the said 3 months give notice in writing to the
          Contractor that if the Final Statement and Final Account are not
          submitted by the Contractor within 2 months from the date of the
          written notice the Employer may himself prepare or have prepared a
          Final Account and Final Statement 'Employer's Final Account' and
          'Employer's Final Statement').

30.5.7    The Employer's Final Account shall set out the Contract Sum together
          with such adjustments as are referred to in clause 30.5.3 and such
          other adjustments which are in accordance with the Conditions as the
          Employer, on the information in his possession, can make. The
          Employer's Final Statement shall set out:

30.5.7.1  the amount stated in the Employer's Final Account; and

30.5.7.2  the sum of amounts already paid by the Employer to the Contractor

          and the difference (if any) between the two sums shall be expressed
          as a balance due to the Contractor from the Employer or to the
          Employer from the Contractor as the case may be.

30.5.8    If nothing in the Employer's Final Account or in the Employer's Final
          Statement are sent to the Contractor in accordance with clause 30.5.6
          is disputed by the Contractor within 1 month from the end of the
          Defects Liability Period stated in Appendix 1 or from completion of
          making good defects under clause 16 or from the sending of the
          Employer's Final Account and the Employer's Final Statement to the
          Contractor by the Employer, whichever is the later, the Employer's
          Final Statement so sent shall be conclusive as to the balance due
          between the parties in accordance therewith.

 30.6      Subject to any deductions authorised by the Conditions any balance
          properly stated in the Final Statement in accordance with clause
          30.5.4 or stated in the Employer's Final Statement in accordance with
          clause 30.5.6 shall, as from the 28th day after the Final Statement is
          agreed or by the operation of clause 30.5.5 becomes conclusive as to
          the balance due between the parties or as from the 28th day after the
          Employer's Final Account by the operation of clause 30.5.8 becomes
          conclusive as to the balance due between the parties, be a debt
          payable as the case may be by the Employer to the Contractor or by the
          Contractor to the Employer.

30.7      Where the Employer exercises any right of deduction from monies due
          or to become due to the Contractor he shall inform the Contractor in
          writing of the reason for that deduction.

30.8.1    The Final Account and Final Statement, when they are agreed or become
          conclusive as to the balance due between the parties in accordance
          with clause

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<PAGE>   43
          30.5.5 or the Employer's Final Account and Employer's Final Statement
          when they become conclusive as to the balance due between the parties
          in accordance with clause 30.5.8 shall, except as provided in clauses
          30.8.2 and 30.8.3 (and save in respect of fraud), have effect in any
          proceedings arising out of or in connection with this Contract
          (whether by arbitration under article 5 or otherwise):

30.8.1.1  as conclusive evidence that where it is stated in the Employer's
          Requirements that the quality of materials or the standards of
          workmanship are to be to the reasonable satisfaction of the Employer
          the same are to such satisfaction; and

30.8.1.2  conclusive evidence that all and only such extension of time, if any,
          as are due under clause 25 have been given; and

30.8.1.3  conclusive evidence that the reimbursement of direct loss and/or
          expense, if any, to the Contractor pursuant to clause 26.1 is in
          final settlement of all and any claims which the Contractor has or
          may have arising out of the occurrence of any of the matters referred
          to in clause 26.2 whether such claim be for breach of contract, duty
          of care, statutory duty or otherwise.

30.8.2    If any arbitration or other proceedings have previously been
          commenced by either party the Final Account and Final Statement or
          the Employer's Final Account and Employer's Final Statement as the
          case may be, shall have effect as aforesaid after either:

30.8.2.1  such proceedings have been concluded, whereupon the Final Account and
          Final Statement or the Employer's Final Account and Employer's Final
          Statement as the case may, shall be subject to the terms of any award
          or judgement in or settlement of such proceedings; or

30.8.2.2  a period of 12 months during which neither party has taken any
          further step in such proceedings, whereupon the Final Account and
          Final Statement or the Employer's Final Account and Employer's Final
          Statement as the case may be, shall be subject to any terms agreed in
          partial settlement, whichever be the earlier.

30.8.3    If any arbitration or other proceedings have been commenced by either
          party within 28 days after the Final Account and Final Statement or
          the Employer's Final Account and Employer's Final Statement as the
          case may be, would otherwise become conclusive by the operation of
          clause 30.5.5 or clause 30.5.8, the Final Account and Final Statement
          or the Employer's Final Account and Employer's Final Settlement as
          the case may be, shall have effect as such conclusive evidence save
          only in respect of all matters to which these proceedings relate.




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<PAGE>   44
30.9      Save as aforesaid no payment by the Employer shall of itself by
          conclusive evidence that any design, works, materials or goods to
          which it relates are in accordance with this Contract.

31        CERTIFICATE OF FITNESS FOR OCCUPATION

31.1      The Contractor shall apply for the issuance of the Certificate of
          Fitness for Occupation from the Appropriate Authority and shall at
          his own cost and expense duly comply with all the requirements of the
          appropriate authority which are necessary for the issuance of such
          Certificate in respect of the Works.

31.2      The Contractor shall cause or procure the issuance of the Certificate
          of Fitness for Occupation by the Completion Date.

32-38     (numbers not used)

39        SETTLEMENT OF DISPUTES - ARBITRATION

39.1      When the Employer or the Contractor require a dispute or difference
          as referred to in Article 5 to be referred to arbitration then either
          the Employer or the Contractor shall give written notice to the other
          or such effect and such dispute or difference shall be referred to
          the arbitration and final decision of a person to be agreed between
          the parties as the Arbitrator.

39.2      Such reference, except:

39.2.1    on the questions;

          whether or not the issue of an instruction is empowered by the
          Conditions; or

          whether or not a payment has been improperly withheld; or

          whether a payment is not in accordance with the Conditions; or

          whether either party has withheld or delayed a consent or statement
          where such consent or statement is not to be unreasonably withheld or
          delayed; or

39.2.2    on any dispute or difference under clause 4.1.1 in regard to a
          reasonable objection by the Contractor, under clause 8.4, under clause
          8.5, under clause 18.2.1 or under clause 18.2.3 in regard to a
          withholding of consent by the Employer, under clause 17.1 or clause
          23.3.2 in regard to a withholding of consent by the Contractor and
          under clause 25.




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<PAGE>   45
          shall not be opened until after Practical Completion or alleged
          Practical Completion of the Works or termination or alleged
          termination of the Contractor's appointment under this Contract or
          abandonment of the Works, unless with the written consent of the
          Employer and the Contractor.

39.3      Subject to the provisions of clauses 4.2 and 30.8 the Arbitrator
          shall, without prejudice to the generality of his powers, have power
          to rectify the contract so that it accurately reflects the true
          agreement made by the Employer and the Contractor, to direct such
          measurements and/or valuations as may in his opinion be desirable in
          order to determine the rights of the parties and to ascertain and
          award any sum which ought to have been the subject of or included in
          any payment and to open up, review and revise any account, opinion,
          decision, requirement or notice and to determine all matters in
          dispute which shall be submitted to him in the same manner as if no
          such account, opinion, decision, requirement or notice had been given.

39.4      Subject to clause 39.5 the award of such Arbitration shall be final
          and binding on the parties.

39.5      The parties herby agree and consent that either party;

39.5.1    may appeal to the High Court on any question of law arising out of an
          award made in an arbitration under this Arbitration Agreement; and

39.5.2    may apply to the High Court to determine any question of law arising
          in the course of the reference.

          and the parties agree that the High Court should have jurisdiction to
          determine any such question in law.

39.6      Whatever the nationality, residence or domicile of the Employer, the
          Contractor, any sub-contractor or supplier or the Arbitrator, and
          wherever the Works or any part thereof are situated, the law of
          Malaysia shall be the proper law of this Contract and in particular
          (but not so as to derogate from the generality of the forgoing) the
          provisions of the Arbitration Act 1952 shall apply to any arbitration
          under this Contract wherever the same, or any part of it, be
          conducted.

39.7      If before making his final award the Arbitrator dies or otherwise
          ceases to act as the Arbitrator, the Employer and the Contractor
          shall forthwith appoint a further Arbitrator, or, upon failure so to
          appoint within 14 days of any such death or cessation, then either
          the Employer or the Contractor may request the person


                                       45
<PAGE>   46
Named in Appendix 1 to the Conditions to appoint such further Arbitrator.
Provided that no such further Arbitrator shall be entitled to disregard any
direction of the previous Arbitrator or to vary or revise any award of the
previous Arbitrator with the agreement of the parties and/or by the operation of
law.




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<PAGE>   47
APPENDIX 1

                              Clause etc.

Base Date                     1.3                 _______

Date for Completion           1.3                 _______

Defects Liability Period      16.2, 17 and 30     12 months
(if none other stated is
6 months from day named in
the statement as to
Practical Completion of the
Works).

Assignment by Employer of     18.1.2              Clause 18.1.2 applies
benefits after Practical
Completion.

Insurance cover for any one   21.1.1              Nil
occurrence or series of
occurrences arising out of
one event.

Insurance-liability of        21.2.1              Nil
Employer.

Percentage to cover           22A                 Nil
professional fees

Annual renewal date of        22A.3.1             Not Applicable
insurance supplied by
Contractor

Date of Possession            23.1.1.             ______

Deferment of the Date of      23.1.2              Clause 23.1.2 does not apply
possession                    25.4.14
                              26.1

Liquidated and ascertained    24.2                At the rate of RM 500.00
damages                                           per day

Retention Percentage          30.4.1.1            2.5% (whereby 1.25% shall be
                                                  released to the Contractor 6
                                                  months from the day named in
                                                  the statement as to Practical
                                                  Completion and the balance
                                                  1.25% shall be released 12
                                                  months from the day named in
                                                  the statement as to Practical
                                                  Completion)


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<PAGE>   48
APPENDIX 2: METHOD OF PAYMENT - ALTERNATIVES

Clause 30.1 : Interim Payments shall be made in accordance with clause 30 and:

            - by stages in accordance with Alternative A below and clause 30.2B
              shall not apply

            - periodically in accordance with Alternative B and clause 30.2A
              shall not apply.


ALTERNATIVE A: STAGE PAYMENTS

The stages referred to in clause 30.3.1.1 are:
Not Applicable.


ALTERNATIVE B: PERIODIC PAYMENTS

The period for Applications for Interim Payment referred to in clause 30.3.1.2
is:

monthly payments as set out on a separate sheet attached referred to as PROPOSED
PAYMENT SCHEDULE.




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<PAGE>   49
APPENDIX 3

THE EMPLOYER'S REQUIREMENTS are comprised in the following document(s)
(including any drawings) signed by or on behalf of the parties hereto:

As per drawings attached.


THE CONTRACTOR'S PROPOSALS are comprised in the following document(s) (including
any drawings) signed by or on behalf of the parties hereto:

Attached.


THE CONTRACT SUM ANALYSIS are comprised in the following document(s) (including
any drawings) signed by or on behalf of the parties hereto:

Attached.



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