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                                                                   EXHIBIT 10.06


MASTER AGREEMENT
FOR DESIGN AND CONSTRUCTION




                           SERVICES TO BE PROVIDED BY:

                     --------------------------------------




                  CHEVRON ENERGY SOLUTIONS CONTRACT NO.
                                                        -------

                             DATE:
                                   ----------------





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TABLE OF CONTENTS



<TABLE>
<S>          <C>                                                                                                 <C>
ARTICLE 1    RECITALS.............................................................................................1

ARTICLE 2    DEFINITIONS..........................................................................................1
</TABLE>

     PG&E Energy Services is not the same company as Pacific Gas and Electric
Company, the utility. PG&E Energy Services is not regulated by the California
Public Utilities Commission; and you do not have to buy PG&E Energy Services'
products in order to continue to receive quality regulated services from Pacific
Gas and Electric Company, the utility.

<TABLE>
<S>          <C>                                                                                                 <C>
ARTICLE 3    PARTIES' INTENT......................................................................................1

ARTICLE 4    THE WORK.............................................................................................2

ARTICLE 5    CONTRACTOR'S  DUTIES.................................................................................2

ARTICLE 6    FINAL COMPLETION.....................................................................................6

ARTICLE 7    CONTRACT TIME AND SCHEDULE...........................................................................8

ARTICLE 8    CHANGES IN SCOPE OF WORK AND CLAIMS..................................................................9

ARTICLE 9    SAFETY OF PERSONS AND PROPERTY......................................................................11

ARTICLE 10  WARRANTIES, UNCOVERING OF WORK AND CORRECTION OF WORK................................................12

ARTICLE 11  APPLICATIONS FOR PAYMENT.............................................................................13

ARTICLE 12  PAYMENTS TO CONTRACTOR...............................................................................14

ARTICLE 13  INSURANCE & BONDS....................................................................................15

ARTICLE 14  TERMINATION OR SUSPENSION............................................................................16

ARTICLE 15  INDEMNIFICATION......................................................................................18

ARTICLE 16  DISPUTE RESOLUTION...................................................................................18

ARTICLE 17  MISCELLANEOUS PROVISIONS.............................................................................18
</TABLE>



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[CHEVRON ENERGY SOLUTIONS LOGO]

MASTER AGREEMENT FOR DESIGN AND CONSTRUCTION

         THIS MASTER AGREEMENT FOR DESIGN AND CONSTRUCTION ("Master Agreement"),
effective [ADD DATE] ("Effective Date"), is made and entered into by and between
[ADD NAME OF CONTRACTOR], a [ADD STATE ENTITY WAS FORMED] [ADD TYPE OF ENTITY
i.e. CORPORATION, PARTNERSHIP, JOINT VENTURE, SOLE PROPRIETORSHIP], whose
principal office is located at [ADD STREET ADDRESS AND PHONE NUMBER]
(hereinafter referred to as "Contractor"), and CHEVRON ENERGY SOLUTIONS, L.P.,
a Delaware limited partnership whose principal office is located at 345
California Street, Suite 3200, San Francisco, California 94104 (hereinafter
referred to as "CES"), (together hereinafter referred to as the "Parties").

ARTICLE 1.  RECITALS

1.1      CES provides, among other things, energy management services on behalf
         of its Customers. To provide these services, CES has occasion to retain
         qualified engineers and contractors to furnish consulting, engineering,
         design and construction services for its energy management Projects;
         and

1.2      Contractor represents that it has the capabilities to provide
         construction and design services for the type of work required for CES'
         Projects, that it possesses valid contractor's license(s), as
         appropriate, issued by the State Contractors' State License Boards and
         that it employs professional engineers properly licensed by the states
         the Work will be performed to practice applicable engineering, or if
         permitted by state law, will subcontract such engineering services to
         properly licensed engineers; and

1.3      This Master Agreement sets forth the general terms and conditions for
         Contractor to design, provide, install and/or construct specific energy
         management Projects as requested by CES on a work order basis ("Work
         Order"). Individual Work Orders will be issued under this Master
         Agreement which shall constitute Amendments to this Master Agreement
         and will be fully incorporated herein. Each Work Order issued by CES
         shall be executed by both Parties and will serve as authorization for
         Contractor to commence work as described in the Work Order. Each Work
         Order shall be subject to all the terms and conditions of this Master
         Agreement, but shall constitute a separate and independent performance
         obligation of the part of SUBCONTRACTOR and payment obligation of CES.
         A sample form of the Work Order is attached as EXHIBIT A to this Master
         Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:

ARTICLE 2.  DEFINITIONS

For purposes of this Master Agreement, including all Exhibits attached to this
Master Agreement, and all Work Orders and Change Orders to be issued under this
Master Agreement, the defined terms shall have the meanings set forth in Exhibit
B, "Definitions", attached hereto and incorporated herein.

ARTICLE 3.  PARTIES' INTENT

3.1      The Parties' intent is to provide for all items necessary for the
         proper execution and completion of the Work. Without limiting the duty
         of Contractor to fully review the Contract Documents, in the event of a
         conflict or discrepancy among the various Contract Documents, the
         documents shall be given precedence in the following order (in
         descending order of precedence):

                  i)       The Work Order;

                  ii)      This Master Agreement (including any amendments
                           thereto);

                  iii)     Specifications; and

                  v)       Drawings - (large-scale Drawings over small-scale)

In the case of any discrepancy or conflict within a document, the more stringent
requirement shall govern.

3.2      If any errors, discrepancies, ambiguities or omissions are found at any
         time in the Contract Documents, Contractor shall notify CES in writing
         before beginning the Work involved.

3.3      All Drawings, Specifications and copies thereof furnished or prepared
         pursuant to the Work Order shall remain the property of CES. Contractor
         shall not use said documents for any other project, unless authorized
         by CES.

3.4      Contractor shall maintain the Contract Documents and their terms in
         confidence and shall not publish or disclose the same without CES'
         prior written consent. Contractor shall not use the names or trademarks
         of CES in any of Contractor's advertising, publicity or other marketing
         materials, without CES' prior written consent.

3.5      No amendments or modifications of the Contract Documents shall be valid
         unless evidenced in writing and signed by a duly authorized
         representative of each party.

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ARTICLE 4.  THE WORK

4.1      Contractor shall furnish and provide all supervision, labor,
         transportation, equipment, materials, resources, and other services
         necessary to complete the Work for the Project. As indicated in the
         Work Order executed by both parties, the Work may include Contractor's
         preparation of the Plans and Specifications for the Project.

4.2      Each Work Order for the Project will set forth the scope of work for
         each individual Project ("Scope of Work"). In addition, the Work Order
         will identify any special provisions contained in a Customer Agreement
         between CES and Customer regarding the project schedule, compensation,
         regarding potential liability to Customer for consequential damages,
         and other material provisions that affect Contractor's Work. Contractor
         shall comply with all terms of the Work Order, along with all other
         components of the Contract Documents.

4.3      Contractor shall not perform any Work with respect to any Project until
         the parties have first executed a Work Order for the Work. Any work
         done by Contractor prior to the execution of a Work Order shall be done
         at Contractor's expense.

4.4      Contractor shall take direction only from CES, or as otherwise
         designated in writing by CES, and not from Customer or others, unless
         directed because of immediate safety concerns. All requests for
         additional Work, changes to Work, and/or direction from the Customer or
         others shall be forwarded to CES' Project Manager for prior written
         approval or denial prior to acting on such requests. If Contractor
         performs such work requested without CES' prior written approval,
         Contractor shall not receive any additional compensation or time for
         such unauthorized work.

ARTICLE 5.  CONTRACTOR'S DUTIES

5.1      STANDARDS OF PERFORMANCE

         5.1.1    Contractor represents and warrants to CES that Contractor is
                  skilled and experienced in the type of project that is the
                  subject of the Work Order and shall diligently perform the
                  Work set forth in all Work Orders. All work performed by
                  Contractor will comply with standards for comparable work
                  performed by reputable contractors working in the same
                  geographical area where the Work will be performed. Contractor
                  further represents and warrants that it has satisfied itself
                  as to the conditions under which the improvements are to be
                  constructed, including, but not limited to, climatic
                  conditions, available labor supply and costs, local and other
                  governmental requirements, available equipment supply and
                  costs, as well as all other items which, in Contractor's
                  judgment, could in any manner affect the timely performance or
                  cost of the Work.

         5.1.2    Contractor and CES recognize the business relationship
                  established between them by the Contract Documents. In
                  performing the Work, Contractor shall, as an independent
                  contractor to CES, furnish its best reasonable skill,
                  attention and judgment throughout the course of the Project.
                  Contractor shall also provide efficient business
                  administration and supervision, keep at all times an adequate
                  supply of labor and materials on hand, and prosecute the Work
                  toward completion in the best and soundest way and in the most
                  expeditious and economic manner consistent with the reasonable
                  interests of CES.

         5.1.3    Contractor shall incorporate in the Work only materials that
                  are new and of the grades specified in the Plans and
                  Specifications. Contractor's workmanship shall meet or exceed
                  industry standards recognized by the various applicable
                  trades. All Work shall be executed in a neat, skillful and
                  workmanlike manner.

         5.1.4    Contractor shall observe and at all times fully comply with
                  all Applicable Laws and Applicable Permits.

         5.1.5    Contractor shall pay applicable prevailing wages if the
                  Customer is a public or Federal agency, or if such payments
                  are otherwise required by law.

         5.1.6    Contractor shall hold, and shall ensure that all
                  subcontractors doing any portion of the Work hold, all
                  applicable licenses required to perform the Work covered by
                  the Work Order, and shall keep all such licenses current and
                  valid during the performance of the Work.

5.2      PERSONNEL & SUBCONTRACTORS

         5.2.1    Prior to commencement of the Work, Contractor shall designate
                  a project manager and/or a project superintendent in writing
                  to CES, and shall provide CES with the written resume of such
                  person(s). Thereafter, Contractor shall not change such
                  designations without CES' written consent that will not be
                  unreasonably withheld, unless the designated person ceases to
                  be employed by Contractor (in which case Contractor shall
                  provide CES with the written resume of such person's
                  replacement). CES may, by providing written notice to any of
                  Contractor's corporate officers, object to any persons
                  designated by Contractor, originally or subsequently, as
                  project manager or project superintendent, whom CES deems
                  objectionable within its reasonable discretion. Upon such
                  notice of objection, Contractor and CES shall meet and confer,
                  and, based on said discussions, Contractor shall, if requested
                  by CES, promptly submit an alternative designation reasonably
                  acceptable to CES.



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                  Contractor's project superintendent shall devote full time
                  attention to the Project and shall maintain an office at the
                  Site, as appropriate. Such superintendent shall direct,
                  coordinate and supervise all Work required by the Contract
                  Documents and shall inspect all materials delivered to the
                  Site.

         5.2.2    Contractor's designated representative shall be empowered by
                  Contractor to have full authority to execute any and all
                  instruments that require the signature of Contractor and to
                  otherwise act on behalf of Contractor with respect to all
                  matters arising out of the Contract Documents.

         5.2.3    Contractor shall only employ for the Project competent and
                  skilled workers who satisfactorily perform their duties. When
                  requested by CES in writing, Contractor shall discharge and
                  shall not re-employ for the Project any person who is
                  reasonably deemed by CES as unfit, unskilled, disorderly,
                  dangerous, insubordinate, incompetent, or otherwise
                  objectionable.

         5.2.4    Contractor shall acknowledge receipt of materials and
                  equipment purchased for the Project and shall provide storage
                  and protection for such materials and equipment upon delivery.
                  Contractor shall promptly ascertain whether or not the
                  materials and equipment comply with the Contract Documents and
                  shall immediately remove any nonconforming materials and
                  equipment from the Site. All materials and equipment delivered
                  to the Site, whether furnished by CES or Contractor, shall be
                  stored and handled in such a manner to prevent damage thereto
                  and to preclude inclusion of any foreign substances or
                  discoloration.

         5.2.5    Prior to the commencement of the Work, and before executing
                  any subcontracts or purchase agreements for the Project,
                  Contractor shall provide CES with a list of its intended
                  subcontractors and suppliers for the Work. Within five (5)
                  working days of receipt of the list, CES shall have the right
                  to reasonably object to any subcontractors or suppliers listed
                  by Contractor, and the parties will thereafter meet and confer
                  with respect to any CES objection. If CES demands that a
                  subcontractor or supplier not be used for the Project, the
                  Contract Amount and Contract Time stated in the Work Order
                  shall be equitably adjusted to reflect the changes caused by
                  Contractor retaining a new subcontractor or supplier.

         5.2.6    Contractor shall not be discharged from any obligations to CES
                  hereunder as a result of any subcontract or purchase
                  agreement. Contractor shall be as responsible to CES for the
                  acts and omissions of its subcontractors and suppliers as it
                  is for the acts and omissions of persons directly employed by
                  Contractor. The responsibility of Contractor for its
                  subcontractors and suppliers shall not be diminished by the
                  right of CES to approve of Contractor's subcontractors and
                  suppliers. Nothing contained herein shall create any
                  contractual relation between any subcontractor or supplier and
                  CES.

5.3      DESIGN PREPARATION BY CONTRACTOR: As specified by the Work Order,
         Contractor's Work may include the preparation of Plans and
         Specifications in accordance with the description of the Project set
         forth in the Work Order. In that event, Contractor shall comply with
         each of the following requirements:

         5.3.1    Contractor shall employ a qualified engineer licensed to
                  practice professional engineering in the state and/or locality
                  where the Project is located, or if permitted by State law,
                  may subcontract such engineering services to a properly
                  licensed engineer. Contractor's Plans and Specifications shall
                  be prepared under the direct supervision of a licensed
                  professional engineer and said engineer shall stamp the design
                  upon completion of the Plans and Specifications.

         5.3.2    Contractor shall prepare the Plans and Specifications in
                  accordance with the terms of this Master Agreement and with
                  industry standards established by other reputable engineers
                  practicing in the same locale as where the Project is located.
                  Contractor's design shall also comply with all Applicable Laws
                  and Applicable Permits.

         5.3.3    Contractor shall be solely responsible for the adequacy,
                  safety, suitability and completeness of its design. Contractor
                  is responsible for taking all field dimensions and noting all
                  field conditions which may impact engineering and design.
                  Contractor's Plans and Specifications shall be sufficiently
                  complete to allow for the construction of the Project.
                  Contractor shall use its best reasonable efforts to prepare
                  the design so as to avoid errors, ambiguities, conflicts and
                  omissions and shall take appropriate quality assurance
                  measures to eliminate any and all errors, ambiguities,
                  conflicts and omissions within the Plans and Specifications.

         5.3.4    Throughout the preparation of the Plans and Specifications,
                  Contractor shall periodically supply copies of the design to
                  CES and, as appropriate, to Customer for their review and
                  approval. Contractor shall also periodically meet with
                  representatives of CES and Customer to discuss the design as
                  specified in the Work Order.

         5.3.5    Contractor's Plans and Specifications shall be in strict
                  accordance with the description of the Project set forth in
                  the Work Order. Contractor's Plans and Specifications are
                  subject to the approval of CES. Contractor expressly
                  understands that any approvals of the design by CES and
                  Customer are for the limited purpose of determining whether
                  the design conforms to the scope of the Project.
                  Notwithstanding any reviews and approvals of the design by CES
                  and Customer, until final acceptance Contractor shall remain
                  solely responsible for the adequacy, safety, suitability and
                  completeness of the design. After final acceptance, Contractor
                  shall remain responsible for warranty provisions, latent
                  defects, and outstanding claims and/or liens.



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         5.3.6    Contractor shall submit the final Plans and Specifications to
                  the appropriate governmental agencies having jurisdiction over
                  the Project. Contractor shall work with said agencies to
                  secure all Applicable Permits.

5.4      DESIGN BY OTHER ENGINEER: If the Plans and Specifications are being
         prepared by a CES Engineer, other CES engineering contractor, or
         Customer's engineer, Contractor shall, without limitation:

         5.4.1    Review Plans and Specifications: Carefully study and compare
                  the Engineer's Plans and Specifications and shall at once
                  report to CES any error, ambiguity, or omission discovered by
                  Contractor, including any requirement which may be contrary to
                  any Applicable Law or Applicable Permit. Contractor shall not
                  proceed with any portion of the Work affected by any such
                  error, ambiguity, or omission until receipt of further
                  direction or instruction by CES or Engineer.

         5.4.2    Construction Consulting Services: Provide recommendations on
                  construction feasibility, availability of materials and labor,
                  time requirements for installation and construction, factors
                  related to cost, including costs of alternative designs or
                  materials, and possible economies; attend and provide input at
                  meetings with CES and Engineer during the development of the
                  design.

         5.4.3    Coordination of Design: Review the Plans and Specifications as
                  they are being prepared by Engineer, recommending alternate
                  solutions whenever design details, materials, or systems
                  affect the construction budget, construction feasibility or
                  construction schedule.

5.5      CONSTRUCTION: In connection with the construction of the Work,
         Contractor shall, without limitation:

         5.5.1    Project Control: Manage and direct the Work in all
                  particulars, including its own activities and those of its
                  Subcontractors, and coordinate the Work with the activities
                  and responsibilities of CES to complete the Project in
                  accordance with the Contract Documents. Contractor shall be
                  solely responsible for its means, methods, techniques,
                  sequences and procedures employed for the construction.
                  Contractor shall also coordinate all portions of the Work
                  required by the Contract Documents.

         5.5.2    Supervision: Supervise, coordinate and direct Contractor's own
                  forces and those of its Subcontractors, regularly monitor as
                  appropriate to achieve adequate performance, and provide
                  inspection to assure high workmanship for the Work. Contractor
                  shall at all times enforce strict discipline and good order
                  among its employees and Subcontractors and shall require its
                  Subcontractors to do the same.

         5.5.3    Physical Construction: Furnish and pay for all supervision,
                  labor, materials, fabrications, assemblies, construction
                  equipment and machinery, tools, water, heat, utilities,
                  transportation and all other facilities and services that are
                  necessary for the proper execution and completion of the Work,
                  whether temporary or permanent and whether or not incorporated
                  or to be incorporated in the Work, excluding only those items
                  specifically identified to be provided by CES or by others.

         5.5.4    Licensing: Any and all activities requiring licensing to
                  perform, must be performed by Licensed Engineers, Licensed
                  Contractors, or Licensed Specialty Contractors (such as
                  required when performing electrical, plumbing, or disturbing
                  asbestos or other Hazardous Materials), as required by
                  Applicable Law. If Work includes certain design work that
                  requires engineering plans, specifications, and/or drawings,
                  such documents must be signed by an appropriately licensed
                  engineer, and/or architect, as required by Applicable Law.

         5.5.5    Meetings: Attend and participate in meetings with CES to be
                  held periodically at the job site as defined in the Work
                  Order.

         5.5.5    Schedule: Provide regular monitoring of the Project Schedule
                  as the construction progresses. Identify potential variances
                  between scheduled and probable actual completion dates. Review
                  schedule for work not started or incomplete and implement
                  adjustments in the Project Schedule to meet the required
                  completion date. Contractor shall determine the adequacy of
                  the personnel working on the Project and also determine
                  whether the equipment and the availability of materials and
                  supplies are sufficient to meet the Project Schedule.
                  Contractor shall implement appropriate action when the
                  obligations of Contractor and Subcontractors are not being
                  met.

         5.5.6    Permits and Approvals: In consultation with CES, secure and
                  pay for the building permit, and all other permits, approvals,
                  charges, governmental fees and licenses necessary for the
                  construction and the proper execution and completion of the
                  Work.

         5.5.7    Cutting, fitting and patching: Be responsible for all cutting,
                  fitting or patching that may be required to complete the Work
                  or to make its several parts fit together properly. Patching
                  of all finishes shall match any existing work to meet CES'
                  reasonable approval.

         5.5.8    Clean-up: Keep the Project and Site free from accumulation of
                  waste materials or rubbish caused by its operations. As the
                  Work is performed, Contractor shall remove all of its waste
                  materials and rubbish from the Site in accordance with
                  Applicable Laws and shall be responsible for the payment of
                  any waste disposal or waste transportation fees. With respect
                  to Hazardous Substances, attention is directed to Section 5.8
                  of this Agreement. Upon the completion of the Work, Contractor
                  shall remove all of its tools, construction equipment,
                  machinery and surplus materials. To the extent caused by its
                  Work, Contractor shall replace any broken glass, remove
                  stains, spots, marks and dirt from painted or



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                  decorated work, clean hardware, remove paint spots and smears
                  from all surfaces, clean fixtures and wash all concrete
                  masonry and tile and clean all glass.

         5.5.9    Royalties and Patents: Pay all royalties and license fees.
                  Contractor shall defend all suits or claims for infringement
                  of any patent rights and shall save CES harmless from loss on
                  account thereof. However, Contractor shall not be responsible
                  for such loss when a particular design, process, or the
                  product of a particular manufacturer is specified by CES;
                  provided, that if Contractor knew or reasonably should have
                  known that the design, process, or product specification is an
                  infringement of a patent, it shall promptly notify CES in
                  writing of such knowledge; otherwise, it shall be responsible
                  for such loss as may result from its failure to give prompt
                  notice.

         5.5.10   Project lines and levels: Be responsible for the accuracy of
                  the Project lines and levels. Contractor shall carefully
                  compare the levels shown on the Drawings with existing levels
                  and shall call to CES' attention any discrepancies before
                  proceeding with the Work. In accordance with industry
                  standards of contractors performing similar work on the types
                  of projects that will be performed by the Contractor, the Work
                  shall be erected square, plumb, level, true in line and grade,
                  in the exact plane and to the correct elevation and/or slope
                  as indicated in the Contract Documents. Contractor shall visit
                  the Site and visually inspect the general and local conditions
                  that could affect the Work. Any failure of the Contractor to
                  reasonably ascertain from a visual inspection of the Site the
                  general and local conditions which could affect the Work will
                  not relieve the Contractor from its responsibility to properly
                  complete the Work without any additional expense to CES.
                  Contractor shall lay out and be strictly responsible for the
                  accuracy of the Work and for any loss or damage to CES and
                  Customer or others by reason of the Contractor's failure to
                  set out or perform its work correctly. Contractor shall
                  exercise prudence so that the actual final conditions and
                  details of its Work shall result in alignment of finish
                  surfaces.

         5.5.11   Tests: Conduct tests, inspections and approvals as required.
                  If the Contract Documents or Applicable Laws require any
                  portion of the Work to be inspected, tested or approved,
                  Contractor shall give CES at least 48 hours notice of its
                  readiness for such inspecting, testing or approval. The
                  Contractor shall give proper written notice to all required
                  parties of such tests, approvals and inspections. Unless
                  otherwise specifically provided in the Contract Documents,
                  Contractor shall bear all costs of such inspections, tests or
                  approvals. Contractor shall also secure all required
                  certificates of inspection, testing or approval and promptly
                  deliver them to CES. If CES determines that any Work requires
                  special inspection, testing, or approval not already required
                  by the Contract Documents or Applicable Laws, CES may instruct
                  Contractor to order such special inspection, testing or
                  approval. If such special inspection or testing reveals a
                  failure of the Work to comply with the requirements of the
                  Contract Documents (including any Applicable Laws), Contractor
                  shall bear all costs thereof, including compensation for any
                  additional services of the Engineer made necessary by such
                  failure; otherwise, CES shall bear such costs, and an
                  appropriate Work Order will be issued. Contractor shall not be
                  relieved of its obligations to perform the Work in accordance
                  with the Contract Documents, notwithstanding any inspections,
                  tests or approvals provided by CES.

         5.5.12   Start-up: Start-up all systems and equipment included in the
                  Work. Contractor has included in the Contract Amount
                  sufficient allowances to cover contingencies that may arise in
                  connection with the start-up of individual systems, equipment
                  and the total facility. Contractor shall fully comply with
                  each manufacturer's specifications and instructions. Equipment
                  that has been specified to be furnished with manufacturer's
                  supervision of start-up shall be placed in operation only
                  under the supervision of manufacturer's representative.

         5.5.13   Documents And Samples At The Site: Contractor shall maintain
                  at the site in good order the following documents for CES'
                  inspection and copying:

                  1.       Drawings, Specifications, approved Shop Drawings,
                           Product Data and Samples, Work Orders and other
                           Modifications.

                  2.       All documents which arise out of the Contract
                           Documents or the construction of the Project,
                           including, without limitation, the following:
                           Subcontracts; Work Orders; Project correspondence;
                           job meeting minutes, memoranda and notes; and any
                           other related documents pertaining to transactions
                           related to the Contract Documents and work performed
                           in relation thereto.

                  3.       A current marked set of Plans and Specifications
                           showing record, or "as-built", conditions,
                           configurations and locations to facilitate the
                           preparation of record, or "as-built", drawings.

         5.5.14   Reports And Project Site Documents: Contractor shall record
                  the progress and activity of the Project on a weekly basis,
                  maintain such records for a period of three (3) years after
                  Final Payment, and upon request of CES, submit copies thereof
                  to CES. Contractor shall submit written progress reports on a
                  weekly basis, unless otherwise specified in the Work Order, to
                  CES, including information on the status of the Work, any
                  problems that threaten the timely completion of the Work, any
                  pending claims, and the percentage of completion of the Work.



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5.6      TAXES

         5.6.1    Unless otherwise provided in the Contract Documents,
                  Contractor shall pay all sales tax and any other tax charged
                  on the material, equipment, and labor provided by Contractor
                  under the Contract Documents for the Work, which are enacted
                  by any municipal, county, federal or state authority. Upon
                  Final Completion of its Work, Contractor shall not be
                  responsible for payment of any tax or assessment based on the
                  completed Work, unless otherwise provided in the Contract
                  Documents.

5.7      USE OF SITE

         5.7.1    Contractor shall confine its operations at the Site to areas
                  permitted by Applicable Laws, Applicable Permits and the
                  Contract Documents. Contractor shall not unreasonably encumber
                  the Site with any materials or equipment, and it shall
                  maintain the Site in a neat, orderly manner. Contractor shall
                  confine its ingress and egress to the Site to areas approved
                  in advance by CES and shall not use any other ingress or
                  egress to or from the Site. Contractor shall assume full
                  responsibility for any property damage resulting from the
                  performance of its Work, except to the extent such damage was
                  the result of CES' or Customer's negligence.

         5.7.2    Contractor shall take measures to control the blowing or
                  spreading of dust, smoke, dirt, mud and refuse from the Work
                  to avoid nuisance and inconvenience to others whether on or
                  off the Site. These measures shall be in compliance with,
                  without being limited to, all Applicable Laws, and shall be
                  subject to CES' reasonable approval.

         5.7.3    Contractor shall perform its Work (and to have its
                  Subcontractors and other parties so perform their work) so as
                  to not unduly interfere with or disrupt the business
                  operations of Customer. CES will coordinate with Customer to
                  minimize the possibility of Customer caused delays to the
                  construction. CES acknowledges and agrees that Contractor
                  needs reasonable access to the Site and a reasonable amount of
                  time per working day to perform the Work in an efficient
                  manner, and CES will coordinate with Customer regarding same.

         5.7.4    Contractor acknowledges that CES intends to minimize damage
                  and disturbance to the environment at the Site. Contractor
                  shall use its best efforts to limit its Work to the areas
                  designated by CES and to protect and prevent damage or
                  disturbance to any trees or other vegetation outside of the
                  clearing limits shown on the Contract Documents.

5.8      DUTIES REGARDING MANAGEMENT OF HAZARDOUS SUBSTANCES AND HAZARDOUS
         WASTE.

         5.8.1    Contractor shall be responsible for complying with all
                  Applicable Laws with respect to the removal and proper
                  disposal of all Hazardous Substances brought onto or generated
                  by Contractor or by any of its Subcontractors in the course of
                  performing the Work. Contractor shall defend, indemnify and
                  hold CES and Customer harmless from and against any and all
                  losses, damages, expenses, fees, claims, costs and liabilities
                  (including, but not limited to, attorneys' fees and costs of
                  litigation) arising out of or in any manner related to the
                  release or threatened released of any Hazardous Substances
                  brought onto or generated by Contractor during the course of
                  performing the Work. It is expressly understood that this
                  responsibility includes protecting CES and Customer from any
                  clean-up responsibility imposed on CES or Customer under
                  Applicable Laws.

         5.8.2    Contractor shall not be responsible for any pre-existing
                  Hazardous Substances at the Site. Contractor shall provide
                  written notice to CES immediately upon the discovery of any
                  pre-existing Hazardous Substances. Except in case of
                  emergency, Contractor, or any of its subcontractors, shall not
                  disturb, disrupt, remove, alter, dislodge or otherwise handle
                  any pre-existing Hazardous Substances at the Site without the
                  prior written consent of CES. As appropriate, CES will issue a
                  Work Order to Contractor for the removal of any pre-existing
                  Hazardous Substances from the Site. Contractor shall defend,
                  indemnify and hold CES and Customer harmless from and against
                  any and all losses, damages, expenses, fees, claims, costs and
                  liabilities (including, but not limited to, attorneys' fees
                  and costs of litigation) arising directly out of Contractor
                  disturbing or causing a release of any pre-existing Hazardous
                  Substances at the Site.

         5.8.3    UNDER NO CIRCUMSTANCES SHALL CES BE LIABLE FOR ANY INJURY TO
                  CONTRACTOR WHICH IS THE RESULT OF CONTRACTOR'S EXPOSURE TO
                  HAZARDOUS SUBSTANCES.

5.9      Contractor's duties as set forth in this Article 5 of the Master
         Agreement are not intended to be exhaustive, and they shall not limit
         other duties imposed by the Contract Documents or by Applicable Laws
         and/or otherwise necessary for the successful completion of the Work as
         an integrated whole.

ARTICLE 6  FINAL COMPLETION

6.1      COMPLETION AND CLOSE-OUT SUBMITTALS

         6.1.1    As necessary for the completion of the Work, Contractor shall
                  assemble and submit to CES the following materials and
                  documentation ("Closeout Documentation"):



                                                                               6
<PAGE>   9

                  1.       All permit sign-offs or other approvals of any
                           governmental agency with authority over the Project.

                  2.       One record set of all the following project
                           documentation: (a) Specifications, (b) Project
                           Drawings, (c) Modifications, (d) CES field orders or
                           written instructions, sketches, etc., (e) Approved
                           Shop Drawings, Product Data and Samples, (f) All test
                           data and testing laboratory reports, (g) Record, or
                           "As Built", specifications legibly marked to indicate
                           the manufacturer, trade name, catalog number, and
                           supplier of each product and item of equipment
                           actually installed, (h) One reproducible Mylar record
                           set and two sets of prints of Record, or "As Built",
                           drawings, legibly marked concurrently with the
                           construction process, and (i) one electronic AutoCAD
                           copy of the Record, or "As Built", drawings.

                  3.       Three duplicate sets, each separately bound and
                           indexed in vinyl covered three ring binders, of
                           operating instructions and maintenance
                           recommendations for all equipment and systems
                           installed as a part of the Work, including, without
                           limitation, a printed parts list for all items which
                           might be subject to replacement. The instructions
                           shall set forth all of the information necessary for
                           Customer to maintain and operate and make full and
                           efficient use of all equipment and systems comprising
                           the Work. They shall provide the name, address and
                           telephone number of the firm or organization that is
                           authorized by the manufacturer of the installed
                           equipment to service the equipment as the need may
                           arise.

                  4.       All spare parts, maintenance materials and any other
                           materials or equipment for which Contractor had been
                           paid but which was not actually incorporated into
                           Work.

                  5.       The originals of all warranties, guaranties, bonds,
                           or certificates of compliance required by the
                           Contract Documents relative to the Work. These shall
                           be compiled in a vinyl covered three ring binder and
                           indexed in order of and in accordance with
                           corresponding specification sections or other
                           requirements of the Contract Documents.

                  6.       Final affidavit and unconditional lien waivers and
                           releases from Contractor and all its subcontractors.

6.2      FINAL COMPLETION AND FINAL PAYMENT

         6.2.1    When Contractor considers the Work to be fully complete and
                  ready for final inspection, Contractor shall certify in
                  writing to CES that:

                  1.       The Contractor has reviewed the Contract Documents.

                  2.       The Contractor has inspected all Work for compliance
                           with the Contract Documents.

                  3.       The Contractor has determined that all Work has been
                           completed in accordance with the Contract Documents.

                  4.       The Contractor has cleared, tested and started-up all
                           equipment and systems in accordance with the Contract
                           Documents and said equipment and systems are fully
                           operational per the manufacturers' manuals.

                  5.       The Contractor has submitted all Close-out
                           Documentation required by Subparagraph 6.1.1 of this
                           Master Agreement.

                  6.       The Work is fully completed and ready for final
                           inspection.

         6.2.2    CES will inspect the Work to verify the status of completion
                  within a reasonable time after its receipt of Contractor's
                  certification required by Subparagraph 6.2.1 of this Master
                  Agreement.

         6.2.3    If CES determines that any of the Work is incomplete or
                  defective, CES will promptly notify Contractor in writing of
                  such incomplete or defective Work, itemizing and describing
                  such remaining items with reasonable particularity. Contractor
                  shall immediately complete all items and remedy all stated
                  deficiencies, after which Contractor shall send another
                  written certification to CES that the Work is fully complete.
                  CES will thereafter promptly re-inspect the Work.

         6.2.4    When CES determines that the entire Work has been fully and
                  properly completed in accordance with the Contract Documents,
                  and Customer has accepted the Work, CES will give written
                  notice to Contractor of acceptance and Final Completion.

6.3      WAIVER

         6.3.1    Subject to Subparagraph 10.3 of this Master Agreement, CES'
                  inspection, notice of Final Completion, its Final Payment, its
                  acceptance of the Work, and Customer's possession of the
                  Project shall not operate as a waiver of any warranty
                  provision of the Contract Documents. Any waiver by either
                  party of any



                                                                               7
<PAGE>   10

                  breach of the Contract Documents shall not be held to be a
                  waiver of any other or subsequent breach, and any waiver by
                  either party of any right to terminate the Work Order shall
                  not be held to be a waiver of any breach of the Contract
                  Documents.

         6.3.2    Contractor's acceptance of Final Payment shall constitute a
                  waiver of all claims of Contractor except those previously
                  made in writing and expressly identified as unsettled at the
                  time of submission of Contractor's final Application For
                  Payment.

ARTICLE 7.  CONTRACT TIME AND SCHEDULE

7.1      PROGRESS AND COMPLETION

         7.1.1    The time period set forth in the Work Order for Final
                  Completion of the Work ("Project Schedule") may be extended
                  only for causes and events expressly authorized under this
                  Master Agreement. Contractor shall begin Work on the Date of
                  Commencement of the Work. Contractor shall not commence work
                  prior to the issuance of a written notice to proceed by CES.
                  Contractor shall thereafter prosecute the Work continuously,
                  expeditiously and diligently at such a rate to maintain
                  sufficient progress in accordance with the Project Schedule to
                  achieve Final Completion within the Contract Time, unless an
                  extension of time is justified under Article 7 of this Master
                  Agreement. Should it appear at any time that Contractor is in
                  danger of failing to meet any of the critical path milestone
                  dates contained in the Project Schedule, Contractor shall
                  cause its employees and its Subcontractors to increase
                  personnel or perform overtime work as is necessary to return
                  to the original Project Schedule. Contractor shall not be
                  compensated or reimbursed for any additional costs resulting
                  from such overtime work, and no adjustment shall be made to
                  the Contract Amount, unless an extension of time would have
                  been justified under Article 7 of this Master Agreement and
                  Contractor had supplied CES with notice of its intent to
                  accelerate prior to providing such overtime work.

7.2      DELAYS AND EXTENSIONS OF TIME

         7.2.1    Time is of the essence in the performance of the Work. In the
                  event that Final Completion of the Work is not achieved in
                  accordance with the Project Schedule (or as such date may be
                  extended as provided in this Article 7 of the Master
                  Agreement), Contractor recognizes that CES may suffer
                  substantial damages as a result of the delay.

         7.2.2    Contractor shall pay CES all costs and damages which CES
                  incurs and as necessary to hold CES harmless from any monetary
                  loss which is caused by Contractor's failure to achieve
                  Substantial Completion within the Contract Time set forth in
                  the Work Order (or as extended by a subsequently issued Change
                  Order.) CES will seek in its agreement with its Customer limit
                  the recoverability of consequential damages against both CES
                  and Contractor for any late completion of the Work; however,
                  CES makes no representation that it will be able to obtain
                  such consent. Other than consequential damages of Customer,
                  Contractor shall not be liable to CES for consequential
                  damages. CES shall provide notice to Contractor of any special
                  provisions contained in the Customer Agreement between CES and
                  Customer, at such time Contractor can agree, or not agree, to
                  execute such Work Order.

         7.2.3    Contractor may be entitled to an extension of the Contract
                  Time for excusable delays arising from only the following
                  events which are unforeseeable and beyond the control of
                  Contractor and which are neither caused nor contributed to by
                  the fault or negligence of Contractor or its Subcontractors:

                  1.       Acts of God, such as tornado, fire, hurricane,
                           blizzard, earthquake, typhoon, flood or other similar
                           unavoidable casualties.

                  2.       Labor disruption by a third party; unanticipated
                           action or failure to act by a governmental entity
                           having jurisdiction over the Project; or litigation
                           commenced by any person or entity not a party to the
                           Contract Documents.

                  3.       Abnormal, adverse weather not reasonably foreseeable.
                           The Contract Time will not be extended due to normal
                           seasonal weather variations.

                  4.       Delays caused by acts or failure to act by CES, other
                           CES consultants and contractors, or CES' Customer.

         7.2.4    In the event that Contractor requests an extension of the
                  Contract Time, Contractor shall furnish justification and
                  supporting documentation, as described in Section 7.2.5 below,
                  to determine whether Contractor is entitled to an extension of
                  time under the Contract Documents. If CES finds that
                  Contractor is entitled to any extension of time, CES'
                  determination as to the total number of days' extension shall
                  be based upon the justified number of days of delay claimed by
                  Contractor and the currently approved Project Schedule.
                  Contractor acknowledges and agrees that actual delays in
                  activities which, according to the most current Project
                  Schedule, that do not affect activities critical to the
                  completion of the Work within the Contract Time will not be a
                  valid basis for a change to the Contract Time. If CES
                  determines that Contractor is entitled to an extension of the
                  Contract Time, an appropriate Change Order will be issued.

         7.2.5    Any claim for an extension of time shall be made in writing to
                  CES within twenty-one (21) days of Contractor's reasonable
                  discovery of actual delay to the Work, and the circumstances
                  and activities



                                                                               8
<PAGE>   11

                  leading to such claim shall be indicated or referenced on
                  Contractor's daily report for the day(s) affected; otherwise,
                  all such claims are waived by Contractor. In making a claim
                  for an extension of time, Contractor shall provide the
                  following specific information and CES may request additional
                  documentation if necessary to evaluate Contractor's claim for
                  additional time:

                  1.       Nature of the delay;

                  2.       Date (or anticipated date) of commencement of delay;

                  3.       Activities on the Project Schedule affected by the
                           delay, and/or new activities created by the delay,
                           and their relationship with existing activities;

                  4.       Reason for delay; identification of person(s), or
                           organization(s), or event(s) responsible for the
                           delay;

                  5.       Anticipated extent of delay;

                  6.       Amount of additional extension of Contract time
                           requested by Contractor; and

                  7.       Any recommended action to avoid or minimize
                           additional delays.

         7.2.6    An extension of Contract Time shall not be granted if, in the
                  exercise of reasonable prudence, Contractor, or anyone for
                  whom Contractor is responsible, could have avoided the delay
                  in the progress of the Work. Delays otherwise allowable shall
                  be reduced by the amount of time that Contractor or anyone for
                  whom Contractor is responsible, in the exercise of reasonable
                  prudence, could have avoided or reduced such delays in the
                  course of the performance of subsequent portions of the Work,
                  provided that Contractor shall not be obligated to incur
                  additional cost to make up any excusable delays.

         7.2.7    Except as otherwise specifically provided in this Master
                  Agreement, Contractor shall not be entitled to any increase in
                  the Contract Amount or payment of additional compensation of
                  any kind from CES based on any delays unless (1) Contractor
                  gives timely notice; and (2) Contractor substantiates its
                  claim for additional compensation by providing CES written
                  documentation supporting that the delay is excusable and
                  documenting all claimed extra costs associated with such
                  excusable delay in accordance with Articles 7 and 8 herein,
                  shall provide timely notice under Section 8.4 of this Master
                  Agreement and shall substantiate all extra costs claimed by
                  Contractor based on such delay.

7.3      PROJECT SCHEDULE

         7.3.1    Parties will attach to the Work Order an agreed upon Project
                  Schedule which describes Contractor's intended method of
                  accomplishing the Work. Such Project Schedule shall be in a
                  form acceptable to CES and shall demonstrate an expeditious,
                  practicable and reasonable plan for accomplishing Final
                  Completion within the Contract Time

         7.3.2    Project Schedule shall take into account accomplishment of
                  such interim milestones or requirements of CES for completion
                  of portions of the Work at times earlier than the full
                  Contract Time, and Contractor may use such "float" time
                  elsewhere in the Project Schedule if it does not impact the
                  project critical path.

         7.3.3    With CES' prior written approval, the Project Schedule may be
                  revised to reflect any adjustments extending the Contract
                  Time, including revision to the durations, sequences and
                  interrelationships of activities affected by the occurrences
                  permitting such adjustment. CES shall be entitled to rely on
                  the Project Schedule (and as revised) in planning and
                  scheduling performance of its obligations under the Contract
                  Documents or of interrelated work by its own forces or
                  separate contractors.

         7.3.4    Contractor shall coordinate its Work with CES and all other
                  contractors, subcontractors and suppliers so as not
                  unreasonably delay or disrupt their performance or impact the
                  project critical path. Oral extensions of the Contract Time
                  shall not be binding on CES.

ARTICLE 8.  CHANGES IN THE SCOPE OF WORK AND CLAIMS

8.1      REQUESTS FOR ADDITIONAL WORK. Contractor shall perform the Work as
         specified in each Work Order and any subsequently issued Change Orders.
         Contractor is under no obligation to perform additional work which
         exceeds the Scope of Work described in the Work Order and written
         Change Orders. During the performance of Work on a particular Work
         Order, CES may request Contractor to perform additional work, outside
         the Scope of Work, and such new work shall be authorized by a written
         Change Order. If, during the performance of the Work, Contractor is
         requested to perform work under the existing Work Order that Contractor
         believes is outside the Scope of Work identified in the Work Order, or
         a subsequently issued Change Order, Contractor shall provide written
         notice of same to CES within twenty-one (21) working days of Contractor
         receipt of notice of such request. If the Work is deemed by CES to be
         outside the original Scope of Work, a Change Order for the additional
         work shall be issued. If CES deems said work to be within the Work
         Order Scope of work, or another subsequently approved Change Order
         Scope of Work, Contractor shall perform such work, but shall do so
         under protest for additional compensation and/or time and such protests
         shall be submitted to CES as a Claim for additional compensation and/or
         time. Such claims for additional compensation and/or time shall be
         resolved in accordance with terms of Articles 7 and 8.



                                                                               9
<PAGE>   12

8.2      MATERIAL CHANGES IN THE SCOPE OF WORK.

         8.2.1    If, during the performance of the Work, Contractor believes
                  that a Material Changed Condition is impacting or will impact
                  the Work requiring additional time and/or compensation,
                  Contractor shall provide written notice of same to CES within
                  twenty-one (21) days of Contractor's notice of such Changed
                  Condition, the anticipated time of delay and/or the estimated
                  additional costs associated with the Material Changed
                  Condition. Contractor shall continuously update CES as to the
                  impact of the Material Changed Condition. If CES agrees that
                  there is a Material Changed Condition, a new or amended Work
                  Order shall be issued to increase time and/or compensation. A
                  "Material Changed Condition" shall be defined as one or more
                  of the following conditions that impact the Project Schedule
                  ("Time") and/or Cost: 1) parties outside the control of
                  Contractor caused delays in Project Schedule; 2) discovery of
                  differing and unexpected site conditions which were not
                  previously disclosed by Customer and could not have been
                  readily discoverable by Contractor prior to start of Work; 3)
                  discovery of hazardous wastes or material which was not
                  previously disclosed; (4) adverse weather conditions not
                  reasonably anticipated; and (5) any other condition that could
                  not have been reasonably anticipated by the Parties and is
                  outside Contractor's control. If there is a disagreement
                  between CES and Contractor as to whether or not there is a
                  Material Change Condition, those disputes shall be resolved in
                  accordance with the provisions of this Master Agreement.

         8.2.2    If there is any change to the scope of work resulting in a
                  change in the Contract Amount, the change to the Contract
                  Amount shall be determined in one or more of the following
                  ways:

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

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

                  3.       By the method provided in Subparagraph 8.2.3 of this
                           Master Agreement.

                  Except as otherwise provided in the Contract Documents, the
                  cost or credit to CES resulting from a Change in the Work, not
                  covered by unit prices, shall be based on the following
                  percentages added to the extra material and labor costs:
                  Percentage allowance to Contractor for overhead and profit for
                  extra work performed by Contractor with its own forces shall
                  be Fifteen Percent (15%); the percentage allowance to
                  Contractor for overhead and profit for extra work performed by
                  Contractor's Subcontractor and supervised by Contractor shall
                  be Ten Percent (10%); and plus a reasonable allowance for
                  costs of delay that shall be documented and verified at CES'
                  request.

         8.2.3    If Contractor does not respond promptly or disagrees with the
                  method of adjustment in the Contract Amount, the method and
                  the adjustment to shall be determined by CES on the basis of
                  the reasonable expenditures and savings of those performing
                  the Work attributable to the Change, including, in the case of
                  an increase in the Contract Amount, a reasonable amount for
                  overhead and profit as defined in Section 8.2.2 above. In such
                  case, Contractor shall keep and present, in such form as CES
                  may prescribe, an itemized accounting together with
                  appropriate supporting data such as invoices, Subcontractor
                  quotes and other documents and records as CES may require to
                  verify Contractor's costs. Unless otherwise provided for in
                  the Contract Documents, costs for the purposes of this Section
                  shall be limited to the following:

                  l.       costs of labor, including social security, old age,
                           and unemployment insurance, fringe benefits required
                           by agreement or customer, and worker's compensation
                           insurance;

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

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

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

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

         8.2.4    Notwithstanding any dispute regarding any requested adjustment
                  in the Contract Amount or Contract Time with respect to a
                  change in the Work, Contractor shall promptly proceed with the
                  Work required by any Work Order issued by CES and CES shall
                  continue to make payments to Contractor in accordance with the
                  Contract Documents.



                                                                              10
<PAGE>   13
8.3      CLAIMS

         8.3.1    Other than changes initiated by CES, Contractor shall not be
                  entitled to any adjustment of Contract Amount or Contract Time
                  except in strict compliance with the procedures hereinafter
                  set forth. The failure of Contractor to assert any claim
                  within the time limits prescribed herein or in the form or
                  manner precisely as required hereby shall be deemed a material
                  prejudice to the interests of CES and shall constitute an
                  absolute waiver of the claim and the right to file or
                  thereafter prosecute same.

         8.3.2    In the event that Contractor contends that any order (which
                  shall include direction, instruction, interpretation or
                  determination) from CES or other event or occurrence causes a
                  Change in the Work entitling Contractor to an adjustment of
                  either the Contract Amount or Contract Time or both,
                  Contractor shall:

                  1.       Provide a written Notice of Claim to CES within
                           twenty-one (21) days after the occurrence of the
                           event or first recognized the condition giving rise
                           to such claim. Such Notice of Claim must clearly
                           identify the event or condition that is relied upon
                           and contain a clear statement of why it constitutes a
                           basis for adjustment.

                  2.       The Notice of Claim shall include a clear, concise
                           recital of the basis upon which the claim is
                           asserted, including a designation of the provision(s)
                           in the Contract Documents on which the claim is based
                           and the amount of time and compensation claimed. All
                           costs, expenses or damages and extensions of time
                           claimed as a result of the alleged change shall be
                           described in reasonable detail and shall be supported
                           with reasonable documentation.

                  3.       To the extent that any adjustment to the Contract
                           Time is sought, Contractor shall also fully comply
                           with the requirements of Article 7.

         8.3.3    CES shall review any claim that was timely submitted by
                  Contractor. In conducting this review, CES shall have the
                  right to require Contractor to submit such additional
                  documents, data and other information as CES may reasonably
                  require. The failure to submit such additional documents, data
                  or other information within fifteen (15) working days
                  following Contractor's receipt of CES' written request shall
                  be deemed a waiver of the claim. If, upon completion of such
                  review, CES determines that a Change is justified, CES shall
                  issue a new or amended Work Order amending the Contract Amount
                  or Contract Time or both as appropriate. If Contractor
                  disputes the determination made by CES, as a condition
                  precedent of any further action to resolve such dispute,
                  Contractor must notify CES in writing within five (5) working
                  days following receipt of the decision of such dispute and
                  permit CES fifteen (15) additional working days to reconsider
                  and, if it deems it appropriate, modify its decision.

ARTICLE 9:  SAFETY OF PERSONS AND PROPERTY

9.1      Contractor shall take all reasonable precautions for the safety of, and
         shall provide all reasonable protection to prevent damage, injury or
         loss to:

         9.1.1    All employees and its Subcontractors and their employees on
                  the Project or performing the Work and all other persons who
                  may be affected thereby;

         9.1.2    All Work and all materials and equipment to be incorporated
                  therein, whether in storage on or off the Site under the care,
                  custody or control of Contractor or any of its Subcontractors;
                  and

         9.1.3    Other property at the Site or adjacent thereto, including
                  trees, shrubs, lawns, walks, utilities, pavements, etc.

9.2      Contractor shall give all notices and shall comply with all Applicable
         Laws bearing on the safety of persons or property or their protection
         from damage, injury or loss. Specifically but without limitation,
         Contractor and its Subcontractors shall thoroughly familiarize
         themselves with all requirements of Public Law 91-956 enacted by
         Congress, December 29, 1970, cited as the "Occupational Safety and
         Health Act of 1970", and all amendments thereto, commonly referred to
         as OSHA, and Contractor shall have the responsibility to fully enforce
         and comply with all provisions of this Act.

9.3      Contractor shall erect and maintain, as required by existing conditions
         and the progress of the Work, all reasonable safeguards for safety and
         protection of the Work, including posting danger signs and other
         warnings against hazards, promulgating safety regulations and notifying
         CES and Customer of adjacent utilities.

9.4      Contractor shall promptly remedy all damage or loss to any property
         caused in whole or in part by Contractor or its Subcontractors, except
         such damage or loss attributable to the negligent acts or omissions of
         CES, Customer, or others for whom they are responsible.

9.5      In any emergency affecting the safety of persons or property,
         Contractor shall reasonably act to prevent threatened damage, injury or
         loss.

9.6      Contractor shall exercise appropriate, reasonable care in carrying out
         any Work involving explosive or other dangerous methods of construction
         or hazardous procedures, materials or equipment. Contractor shall use
         properly qualified individuals to carry out such Work in a safe and
         reasonable manner so as to reduce the risk of damage, injury or loss.



                                                                              11
<PAGE>   14

9.7      Contractor shall designate an employee at the Site who shall act as
         Contractor's designated safety representative with a duty to prevent
         accidents. Unless otherwise identified in writing, the designated
         safety representative shall be the Contractor's project superintendent.

9.8      Contractor shall not overload the structures or conditions at the Site
         and shall take reasonable steps not to load any part of the structures
         or Site so as to give rise to an unsafe condition or create an
         unreasonable risk of damage, injury or loss. Contractor may submit a
         written request to CES or Customer for loading information concerning
         the structures at the Site.

9.9      Contractor shall give prompt written notice to CES of any accident
         involving personal injury requiring a physician's care, any property
         damage exceeding five hundred dollars ($500.00) in value, or any
         accident or failure that could have resulted in serious personal
         injury, whether or not such an injury was sustained.

9.10     Contractor shall establish its own written safety program implementing
         safety measures, policies and standards conforming to those required or
         recommended by governmental and quasi-governmental authorities having
         jurisdiction, and by CES and Customer, including, but not limited to,
         requirements imposed by the Contract Documents and the Customer
         Agreement. Contractor shall comply with the reasonable recommendations
         of insurance companies having an interest in the Project, and shall
         stop any part of the Work which CES deems unsafe until corrective
         measures satisfactory to CES shall have been taken. CES' failure to
         stop Contractor's unsafe practices shall not relieve Contractor of the
         responsibility therefor. Contractor shall notify CES immediately
         following an accident and shall promptly confirm the notice in writing.
         A detailed written report shall be furnished if requested by CES.
         Contractor shall indemnify CES and Customer for fines or penalties
         imposed on CES or Customer as a result of a safety violation by
         Contractor.

9.11     Material Safety Data (MSD) sheets as required by law and pertaining to
         materials or substances used or consumed in the performance of the Work
         shall be submitted to CES by Contractor. MSD sheets obtained by CES
         from other contractors or sources shall be made available to
         Contractor.

9.12     Use and handling of Hazardous Substances by Contractor shall be in
         compliance with all Applicable Laws.

ARTICLE 10.  WARRANTIES, UNCOVERING OF WORK AND CORRECTION OF WORK

10.1     UNCOVERING OF WORK

         10.1.1   CES shall inspect the Work at times chosen to avoid delay to
                  Contractor's Work. If any portion of the Work is covered
                  contrary to the requirements of the Contract Documents or to
                  the express request of CES during construction, Contractor
                  shall, if required in writing by CES, uncover such work for
                  CES' observation. Any defective Work shall be removed and
                  replaced at Contractor's expense.

         10.1.2   If any portion of the Work has been covered which CES has not
                  specifically requested to observe prior to being covered or
                  which the Contract Documents did not state should be observed
                  by CES prior to covering, CES may request to see such Work and
                  it shall be uncovered by Contractor. If such Work is found to
                  be in accordance with the Contract Documents, the cost and
                  additional time of uncovering and replacement shall, by
                  appropriate Work Order, be paid by CES. If such Work is found
                  to be not in accordance with the Contract Documents,
                  Contractor shall pay such costs unless the condition was
                  caused by CES, or a separate contractor, in which event CES
                  shall be responsible for the payment to Contractor of such
                  costs.

10.2     WARRANTY AND CORRECTION OF WORK

         10.2.1   Contractor warrants to CES that all materials and equipment
                  furnished under the Work Order will be new unless otherwise
                  specified, and that all Work (without limitation, including
                  all materials, equipment and workmanship) will be of the
                  specified quality, free from defects and in strict conformance
                  with the Contract Documents and Equipment Manufacturers
                  warranty provisions. All Work not conforming to these
                  requirements, including substitutions not properly approved
                  and authorized, may be considered defective. Contractor
                  further agrees to correct all deficient Work discovered by CES
                  and/or Customer during a period of one (1) year after the Date
                  of Substantial Completion of the Work or for such longer
                  period of time as provided by specific warranties contained
                  elsewhere in the Contract Documents. In addition to making
                  such corrections, repairs and/or replacements, Contractor
                  shall correct, repair and/or replace any other property damage
                  to Customer caused as a result of such defective materials,
                  equipment and/or workmanship. Such corrective work shall be at
                  the sole expense of Contractor and shall be performed in a
                  timely manner at the reasonable convenience of Customer. The
                  warranties set forth in this Paragraph and elsewhere in the
                  Contract Documents shall survive Substantial Completion and
                  final acceptance of the Work.



                                                                              12
<PAGE>   15

         10.2.2   Without limiting the responsibility or liability of Contractor
                  under the Contract Documents, all warranties and attendant
                  rights given by manufacturers on materials or equipment
                  incorporated in the Work are hereby assigned by Contractor to
                  CES and Customer. If requested, Contractor shall execute
                  formal assignments of said manufacturers' warranties to CES
                  and/or Customer.

         10.2.3   Contractor shall promptly correct all Work rejected by CES
                  that does not comply with the requirements of the Contract
                  Documents whether observed before Final Completion of the Work
                  or thereafter observed within the warranty period, whether or
                  not fabricated, installed or completed. Contractor shall bear
                  all costs of correcting and/or replacing all such rejected
                  Work incurred by CES including the expense of repairing and/or
                  replacing all other property damage caused by such replacement
                  and re-execution. The one (1) year period for correction of
                  Work shall be extended by the corrective Work performed by
                  Contractor pursuant to this section 10.2, unless otherwise
                  specified in the Work Order.

         10.2.4   Contractor shall remove from the Site all portions of the Work
                  which are defective or nonconforming and which have not been
                  corrected unless removal is waived by CES.

         10.2.5   If Contractor fails to correct defective or nonconforming Work
                  within the time period set forth in CES' written notice to
                  Contractor, CES may, but shall not be required to, correct
                  such defective or nonconforming Work. All costs of such
                  corrective action incurred by CES (including engineering and
                  other consultant's fees and expenses) plus a fee equal to ten
                  percent (10%) of the repair costs incurred by CES shall be
                  deducted from the balance of any amounts due to Contractor, or
                  if that is insufficient, Contractor shall pay the difference
                  to CES upon demand.

10.3     ACCEPTANCE OF DEFECTIVE OR NONCONFORMING WORK

         If CES prefers to accept defective or nonconforming Work, CES may do so
         instead of requiring its removal and correction, in which case a Work
         Order will be issued to reflect a reduction in the Contract Amount in
         an appropriate amount. Such adjustment shall be effective regardless of
         whether Final Payment has been made.

10.4     NON-LIMITATION OF RIGHTS AND REMEDIES

         The warranties set forth in this Article 10, and those contained
         elsewhere in the Contract Documents or implied by law, shall be deemed
         cumulative and not alternative or exclusive. No warranty shall be
         deemed to alter or limit any other warranty or any other remedy or
         right under the Contract Documents or provided by law. Nothing
         contained in this Article 10 shall be construed to establish a period
         of limitation with respect to any other obligation which Contractor has
         under the Contract Documents or under any separate warranty or guaranty
         required thereby. The warranty period established by the Contract
         Documents relates only to the specific obligation of Contractor to
         correct the Work, and it has no relationship to the Project Schedule,
         nor any statute of limitations regarding time within which proceedings
         may be commenced against Contractor to establish Contractor's liability
         with respect to its obligations other than specifically to correct the
         Work.

ARTICLE 11.  APPLICATIONS FOR PAYMENT

11.1     Contractor shall submit an Application For Payment, or alternatively
         referred to as the Invoice, to CES in accordance with the Schedule of
         Values as described below.

11.2     Within fourteen (14) calendar days from the date of execution of the
         Work Order, Contractor shall prepare and submit a Schedule of Values
         apportioned to the various divisions or phases of the Work. Each line
         item contained in the Schedule of Values shall be assigned a monetary
         price such that the total of all such items shall equal the Contract
         Amount. The Schedule of Values shall be subject to approval by CES and
         shall be prepared in such detail as may be required by CES or Customer
         and, in addition thereto, CES and Contractor may agree on the extent of
         the detail which must be supported by such documents and proof as CES
         may require.

11.3     Contractor's Applications For Payment (or invoice) shall be itemized
         and supported by the Schedule of Values and any other substantiating
         data (including notarization) as CES may require. Applications For
         Payment may include payment requests on account of properly authorized
         Work Orders.

11.4     Contractor warrants and guarantees that title to all Work covered by
         any Application For Payment, whether incorporated in the Project or
         not, will pass to CES free and clear of all liens, claims, security
         interests or encumbrances upon the date Contractor receives payment for
         such Work.

11.5     Waivers and Releases. As a prerequisite for all progress or final
         payments to Contractor, Contractor shall provide, in a form
         satisfactory to CES and Owner, partial lien or claim waivers in the
         amount of the application for payment and affidavits covering its
         subcontractors, materialmen, truckers, and suppliers for completed
         subcontract work. Such waivers may be conditional upon payment. Waivers
         and Releases as described herein. First, a Conditional Waiver and
         Release shall be provided to PG&E ES at time of invoicing, in a form
         acceptable to PG&E ES, that states that upon receipt of payment from
         PG&E ES for Work under the Work Order, Contractor shall waive and
         release any and all rights to a mechanic's lien, stop notice, or any
         right against any bond for Work completed to date, except for any
         disputed amount identified in the waiver and release. Also as a
         prerequisite for progress and final payments, Contractor shall provide
         Unconditional Waivers and Releases at



                                                                              13
<PAGE>   16

         time of invoicing, in a form acceptable to PG&E ES, from any and all of
         its subcontractors, materialmen, truckers and suppliers that states
         that they have been paid in full to date for all labor, services,
         equipment or materials furnished to the Project at Contractor's
         request, and thereby waive and release any right to a mechanic's lien,
         stop notice, or any right against any bond, except for any disputed
         amount identified in the release.

11.6     For each payment period, Contractor shall submit its Application for
         Payment (Invoice) for Work performed no later than seven (7) calendar
         days prior to the date that CES payment application is required to be
         submitted to Customer under the Customer Agreement, unless otherwise
         agreed. Contractor may include in its Applications for Payment
         materials and equipment purchased by Contractor and suitably stored at
         the Site or elsewhere for use in performance of the Work.

ARTICLE 12.  PAYMENTS TO CONTRACTOR

12.1     The Work Order will set forth the Contract Amount for the Contractor's
         Work and the Progress Payment Schedule. The total Contract Amount shall
         constitute the complete compensation for Contractor's Work with respect
         to the Project. CES shall be under no obligation to compensate
         Contractor any additional amounts beyond the Contract Amount, unless
         there is a written Work Order that increases the Contract Amount.

12.2     CES shall require a ten percent (10%) retainage to be withheld from
         payments made by CES to Contractor. CES may provide for a reduction of
         retainage based upon a percentage of completion of the Work.

12.3     CES may decline to pay Contractor, in whole or in part, to such extent
         as may be necessary in CES' good faith opinion to protect CES from loss
         because of:

         1.       Defective or nonconforming Work not remedied;

         2.       Third party claims or liens filed or reasonable evidence
                  indicating probable filing of such claims or liens;

         3.       Failure of Contractor to make payments properly to its
                  subcontractors;

         4.       Reasonable evidence that the Work cannot be completed for the
                  unpaid balance of the Contract Amount;

         5.       Damage to CES or to Customer, for which Contractor is liable
                  as set forth in the Contract Documents;

         6.       Reasonable evidence that the Work will not be completed within
                  the Contract Time, as properly amended; or

         7.       Failure to perform the Work in accordance with the Contract
                  Documents. When these grounds are corrected by Contractor, CES
                  shall promptly make payment without interest for amounts
                  withheld based on the deficiencies.

12.4     Any overpayments to Contractor shall, unless otherwise credited or
         adjusted, be repaid to CES.

12.5     If CES does not pay Contractor within thirty (30) days after payment is
         due, or such time as payment is required by applicable state law,
         whichever is earlier, interest at one percent (1%) per month shall
         accrue commencing on the date payment was due.

12.6     If Contractor is in any way indebted to CES under this Master
         Agreement, moneys due Contractor hereunder may be withheld as an offset
         against such other indebtedness.

12.7     Final payment of the balance owed to Contractor shall be due thirty
         (30) days after receipt by CES of final payment from Customer for the
         Work, or such time as required by applicable state law, whichever is
         earlier. However, Contractor shall not be entitled to final payment
         until Final Completion of the Work. Contractor agrees to furnish, if
         and when required by CES, payroll affidavits, receipts, vouchers,
         releases of claims for labor and material and releases from its
         subcontractors and vendors, in a form satisfactory to CES, prior to
         receipt of any payment. In the event of a payment a payment not made
         timely by Contractor, CES may, at its option, make any payment or
         portion thereof by joint check payable to Contractor and any of its
         subcontractors, suppliers, truckers, and/or materialmen.

12.8     Contractor agrees, upon payment by CES to Contractor for Work pursuant
         to this Master Agreement, to waive and release all lien rights that may
         exist or which may arise regarding the Work for such Work; and to
         furnish, if requested, waivers and releases of liens from every person
         or company furnishing labor or material for the Work in a form
         acceptable to CES; and to protect CES, the Work, and Customer from all
         expenses arising out of Contractor's failure of performance under the
         Contract Documents.

12.9     Contractor Payment of its Subcontractors and Suppliers. Upon payment by
         CES to Contractor, Contractor shall promptly pay its subcontractors and
         suppliers the amounts to which they are entitled. In the event CES has
         reason to believe that labor, material, or other obligations incurred
         in the performance of the Work are not being paid, CES may give written
         notice of a potential claim or lien to the Contractor and may take any
         steps deemed necessary to assure that progress payments are utilized to
         pay such obligations, including but not limited to the issuance of
         joint checks. If upon receipt of notice, the Contractor does not (a)
         supply evidence to the satisfaction of CES that the moneys due and
         owing have been paid; or (b) post a bond indemnifying the Owner, CES,
         and CES' surety, if any, and the premises from a claim or lien, CES
         shall have the right to withhold from any



                                                                              14
<PAGE>   17

         payments due or to become due to the Contractor a reasonable amount to
         protect CES from any and all loss, damage or expense including
         attorney's fees that may arise out of or related to any such claim or
         lien. If CES has reason to believe that the Contractor is not complying
         with the payment terms of this Master Agreement, CES shall have the
         right to contact the Contractors subcontractors and suppliers to
         ascertain whether they are being paid by the Contractor in accordance
         with this Master Agreement.

ARTICLE 13.  INSURANCE & BONDS

13.1     Contractor shall maintain the following insurance coverage. Contractor
         is also responsible for its Subcontractors maintaining the same
         insurance coverage as noted below, unless otherwise specified in the
         Work Order.

         13.1.1   WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY

                  1.       Workers' Compensation insurance or self-insurance
                           indicating compliance with any applicable labor
                           codes, acts, laws or statutes, state or federal,
                           where Contractor performs Work pursuant to each Work
                           Order.

                  2.       Employers' Liability insurance shall not be less than
                           $1,000,000 for injury or death for each accident.

         13.1.2   COMMERCIAL GENERAL LIABILITY

                  1.       Coverage shall be at least as broad as the Insurance
                           Services Office (ISO) Commercial General Liability
                           Coverage "occurrence" form, with no coverage
                           deletions.

                  2.       The limit shall not be less than $2,000,000 with
                           respect to each occurrence for bodily injury,
                           property damage and personal injury. Such coverage
                           shall at least be as broad as the Insurance Services
                           Office (ISO) Commercial Liability Coverage
                           "occurrence" form, with no coverage deletions.

                  3.       Coverage shall: a) by "Additional Insured"
                           endorsement add as insureds CES, Customer, and all
                           directors, officers, agents and employees of CES and
                           Customer, with respect to liability arising out of
                           Work performed under this Master Agreement by
                           Contractor; b) be endorsed to provide cross-liability
                           coverage, and c) specify that Contractor's insurance
                           is primary and that any insurance or self-insurance
                           maintained by CES shall not contribute with it.

         13.1.3   BUSINESS AUTO

                  1.       Coverage shall be at least as broad as the Insurance
                           Services Office (ISO) Business Auto Coverage form
                           covering Automobile Liability, code 1 "any auto."

                  2.       The limit shall not be less than $1,000,000 for each
                           accident for bodily injury and property damage.

         13.1.3   PROFESSIONAL LIABILITY

                  1.       Professional Liability (Errors and Omissions
                           Liability) insurance appropriate for the design and
                           engineering work to be furnished under this Master
                           Agreement. Coverage shall be for a professional
                           error, act or omission arising out of the scope of
                           work provided hereunder.

                  2.       The limit shall not be less than $1,000,000 for each
                           claim. If coverage is subject to an aggregate, this
                           aggregate limit shall be twice the claim limit.

                  3.       With respect to any professional liability insurance
                           provided on a claims-made basis, Contractor shall
                           maintain such coverage continuously throughout its
                           performance of its Work under this Master Agreement,
                           and, without lapse, for a period of four (4) years
                           thereafter.

         13.1.4   BUILDER'S RISK INSURANCE

                  1.       Contractor shall furnish builder's risk insurance on
                           an "all-risk" basis subject to standard terms,
                           conditions and exclusions, and with deductibles,
                           limits and additional peril coverage to cover the
                           Work provided pursuant to each Work Order.

         13.1.6   ADDITIONAL INSURANCE PROVISIONS

                  1.       Before commencing performance of Work, Contractor
                           shall furnish CES with certificates of insurance and
                           endorsements of all required insurance for
                           Contractor.

                  2.       The documentation shall state that coverage shall not
                           be modified or canceled except after thirty (30) days
                           prior written notice has been given to CES.

                  3.       The documentation must be signed by a person
                           authorized by that insurer to bind coverage on its
                           behalf and shall be submitted to CES.

                  4.       CES may inspect the original policies or require
                           complete certified copies, at any time and the
                           policies must be carried by companies reasonably
                           acceptable to CES.

                  5.       Upon request, Contractor shall furnish CES the same
                           evidence of insurance for its Subcontractors as CES
                           requires of Contractor.

13.2     PERFORMANCE AND PAYMENT BONDS

         13.2.1   Upon the request of CES for any Project, Contractor shall
                  furnish a performance and/or payment bond with respect to its
                  Work performed pursuant to a Work Order. The performance bond
                  shall guarantee Contractor's faithful performance of all terms
                  and conditions of the Contract Documents. The performance
                  and/or payment bond shall provide CES with security for
                  Contractor's payment of all claims



                                                                              15
<PAGE>   18

                  of laborers, mechanics, subcontractors, suppliers and the like
                  for the costs of improvements made with respect to the Project
                  at issue.

         13.2.2   If a performance or payment bond, or both, are required of
                  Contractor under the Contract Documents, then said bonds shall
                  be in the full amount of the Contract Price, unless otherwise
                  specified in the Contract Documents, and shall be in a form
                  and by a surety mutually agreeable to CES and Contractor.

         13.2.3   In the event Contractor shall fail to provide any required
                  bonds prior to starting the Work or entering the Site, CES may
                  terminate the Work Order and enter into a contract for the
                  balance of the Work with another contractor. All CES costs and
                  expenses incurred as a result of said termination shall be
                  paid by Contractor.

ARTICLE 14.  TERMINATION OR SUSPENSION

14.1     TERMINATION BY CES FOR CAUSE

         14.1.1   Grounds for Termination. CES may terminate this Master
                  Agreement or an individual Work Order for material breach of
                  this Master Agreement if the Contractor:

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

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

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

                  4.       otherwise is guilty of substantial breach of a
                           provision of the contract Documents; or

                  5.       Makes any material misrepresentations to CES
                           (including but not limited to misrepresentations in
                           connection with any Application For Payment); or

                  6.       Is adjudicated as bankrupt; or

                  7.       Makes a general assignment for the benefit of its
                           creditors.

         14.1.2   Notice to Cure: If any of the above reasons exist, CES shall
                  notify Contractor in writing that Contractor is in default of
                  this Master Agreement and/or individual Work Order. Contractor
                  shall have five (5) days after receipt of this notification to
                  either (1) commence and continue correction of the default
                  with diligence and promptness to CES' satisfaction, or (2)
                  present to CES a plan to correct the default in a timely
                  manner that is satisfactory to CES.

         14.1.3   Termination: If Contractor fails to cure the default within
                  five (5) days, or within the time agreed to by the Parties
                  pursuant to section 14.1.2 above, CES may without prejudice to
                  any other rights or remedies of CES, and after giving
                  Contractor and the Contractor's surety, if any, seven (7) days
                  written notice of termination of the Master Agreement and/or
                  an individual Work Order, terminate employment of contractor
                  and may, subject to any prior rights of the surety:

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

                  2.       accept assignment of subcontract;

                  3.       finish the Work by whatever reasonable method CES
                           deems expedient, and

                  4.       shall give Contractor written notice thereof.
                           Contractor thereafter shall cure the default, or take
                           specific corrective action, as soon as possible and
                           in any event within five (5) working days from
                           receipt of the written notice of default.

         14.1.4   If CES terminates the Master Agreement and/or an individual
                  Work Order for one of the reasons stated in Section 14.1.1,
                  the Contractor shall not be entitled to receive further
                  payment until the Work is finished.

         14.1.5   If the unpaid balance of the Contract Amount exceeds the costs
                  of finishing the Work, such excess shall be paid to the
                  Contractor. If such costs exceed the unpaid balance, the
                  Contractor shall pay the difference to CES. This obligation
                  for payment shall survive the termination of this Master
                  Agreement or individual Work Order.



                                                                              16
<PAGE>   19

         14.1.6   CES' failure to exercise any particular rights or remedies set
                  forth in this Article 14 shall not operate as a waiver of any
                  other rights or remedies; or prevent CES from exercising such
                  rights or remedies.

14.2     TERMINATION BY CES FOR CONVENIENCE

         14.2.1   Notwithstanding any other terms contained in the Contract
                  Documents, in the event CES' contract or individual Work Order
                  with Customer is terminated by Customer, CES shall have the
                  right to terminate the respective Work Order with Contractor
                  for CES' convenience by giving Contractor written notice that
                  the Work Order is terminated.

         14.2.2   Payment for Work - Contractor's Termination Statement.
                  Contractor shall, as soon as practical after receiving a
                  notice of termination for convenience under Subparagraph
                  14.2.1, submit to CES, Contractor's statement showing all of
                  the costs incurred by Contractor in the performance of the
                  Work terminated pursuant to this Article. CES shall, within
                  thirty (30) days after receipt of such statement, pay to
                  Contractor all amounts properly included thereon. The phrase
                  "costs incurred by Contractor in the performance of the Work
                  terminated" as used herein shall be deemed to include:

                  1.       Subcontract termination costs;

                  2.       Cancellation fees in regard to equipment and
                           materials ordered;

                  3.       Cost of all materials and equipment ordered which
                           cannot be canceled less actual proceeds received upon
                           the disposition thereof;

                  4.       Restocking fees in regard to materials ordered;

                  5.       Loss of profit for work completed as of the date of
                           termination;

                  7.       Field work accomplished;

                  8.       Permit, engineering bond and inspection fees;

                  9.       All other direct costs actually incurred by
                           Contractor which can be demonstrated by invoice,
                           canceled check or other appropriate documentation,
                           and

                  10.      Upon payment by CES of the sums set forth in
                           Subparagraph 14.2.3, Contractor shall transfer to CES
                           title to all materials, equipment and other property
                           included or ordered for the terminated Work, the cost
                           of which was included in Contractor's termination
                           statement.

         14.2.3   Acceptance of such payment by Contractor as being in
                  accordance with this Article 14 shall constitute a waiver of
                  all further claims by Contractor against CES under the Work
                  Order.

14.3     CES' RIGHT TO SUSPEND WORK

         14.3.1   CES may order in writing Contractor to suspend, delay or
                  interrupt all or any part of the Work for such period of time
                  as CES may determine to be appropriate for the convenience of
                  CES.

         14.3.2   If CES orders a suspension, delay, or interruption of the
                  Work, an adjustment of the Contract Amount shall be made for
                  any increase in Contractor's costs of performance, including a
                  mark-up for overhead and profit as provided in Article 8 of
                  this Agreement, and of the Contract Time for any increase in
                  the time required for performance of the Work necessarily
                  caused by such suspension, delay or interruption. However, no
                  equitable adjustment shall be made to the extent that
                  performance would have been so suspended, delayed or
                  interrupted by any other cause that would not have entitled
                  Contractor compensation under Article 8 of this Master
                  Agreement, including the fault or negligence of Contractor.

14.4     CES' RIGHT TO STOP WORK

         If Contractor fails to correct defective Work as required elsewhere in
         the Contract Documents, or persistently fails to carry out the Work or
         supply labor or materials in accordance with the Contract Documents,
         CES may order in writing Contractor to stop the Work or the affected
         Work Order, or any portion thereof, until the cause for such order has
         been eliminated; however, this right of CES to stop the Work shall not
         give rise to any duty on the part of CES to exercise this right for the
         benefit of Contractor or any other person or entity.

14.5     PARTIES' RIGHT TO TERMINATE

         14.5.1   Both CES and Contractor have the right to terminate a Work
                  Order under Master Agreement, upon seven (7) days written
                  notice to the other Party, if the Work under a Work Order is
                  delayed or suspended for a period that exceeds one hundred and
                  twenty (120) days through no act or fault of CES, the
                  Contractor or any of the Contractor's subcontractors, its
                  sub-subcontractor, or their agents or any other persons
                  performing portions of the Work under contract with the
                  Contractor, because of acts or



                                                                              17
<PAGE>   20

                  failures to act by others that are beyond the control of CES,
                  Contractor, or Contractor' subcontractor(s) and/or if CES
                  fails to pay Contractor any Progress Payments due and owing
                  for more than one hundred and twenty (120) days. If a Work
                  Order is so terminated, Contractor may recover from CES
                  payment for Work executed and for proven loss with respect to
                  materials, equipment, equipment, tools, and construction
                  equipment and machinery, including reasonable overhead, profit
                  and damages.

         14.5.2   Either Party may terminate this Master Agreement without cause
                  upon sixty (60) days written notice to the other Party, if all
                  Work Orders then in effect have achieved Final Completion and
                  no further Work Orders have been issued. Contractor shall be
                  entitled to payment for all Work performed in accordance with
                  this Master Agreement.

ARTICLE 15.  INDEMNIFICATION

15.1     Contractor shall, to the fullest extent permitted by law, indemnify and
         hold harmless Customer, CES, CES' consultants, and their agents,
         officers, directors, employees, successors, and assigns of any of them
         from and against all claims, damages, losses and expenses and costs of
         any kind or description, including, but not limited to attorney's fees
         and other related costs and expenses, losses and damages, arising out
         of or resulting from performance of the Work. These indemnification
         obligations shall be limited to claims, damages, losses or expenses (1)
         that are attributable to bodily injury, sickness, disease or death, or
         to injury to or destruction of tangible property (other than the Work
         itself) including loss of use resulting therefrom, and (2) to the
         extent such claims, damages, losses or expenses are caused in whole or
         in part by negligent acts or omissions or willful misconduct of
         Contractor, its Subcontractors, anyone directly or indirectly employed
         by them or anyone for whose acts they may be liable part by a party
         indemnified hereunder. Such obligation shall not be construed to
         negate, abridge, or reduce other rights or obligations of indemnity
         which would otherwise exist as to a party or person described in this
         paragraph.

15.2     In claims against CES, or its Customer, consultants and other
         subcontractors, agents, employees by an employee of Contractor, its
         subcontractors, or anyone directly or indirectly employed by them or
         anyone for whose acts they may be liable, the indemnification
         obligation under Article 15 shall not be limited by a limitation on the
         amount or type of damages, compensation, or benefits payable by or for
         Contractor, or its subcontractors, under workers' compensation acts,
         disability benefits acts, or other benefit acts.

ARTICLE 16.  DISPUTE RESOLUTION

In the event of a dispute, controversy, or claim arising out of or relating to
this Master Agreement, the Parties shall confer and attempt to resolve such
matter informally. If such dispute or claim can not be resolved in this manner,
then the dispute or claim shall be referred first to the Parties' executive
officers for their review and resolution. If the dispute or claim still can not
be resolved by such officers, then the Parties may agree to submit to
non-binding mediation or either Party may file a written demand for arbitration
with the American Arbitration Association ("AAA") and shall send a copy of such
demand to the other Party. The arbitration shall be conducted pursuant to the
Commercial Arbitration Rules of the AAA in effect at the time the arbitration is
commenced. The award rendered by the arbitrator shall be final and binding on
the Parties and shall be enforceable in any court having jurisdiction thereof
and of the Parties. The arbitration shall be heard by one mutually agreeable
arbitrator, who shall have experience in the general subject matter to which the
dispute relates. The arbitration shall take place in the state where the project
under dispute is located, unless both Parties mutually agree to a different
venue for arbitration.

ARTICLE 17.  MISCELLANEOUS PROVISIONS

17.1     Cross references, captions, headings, the index and citations of
         sections and subsections in this Master Agreement are for the
         convenience of Contractor and CES, and they are not intended to be
         plenary or exhaustive nor are they intended to be considered in
         interpreting this Master Agreement or any other part of the Contract
         Documents.

17.2     There are incorporated in this Master Agreement the provisions of
         Executive Order 11246 (as amended) of the President of the United
         States on Equal Employment Opportunities and the rules and regulations
         issued pursuant thereto with which Contractor represents that it will
         comply unless exempted.

17.3     If any clause of the Contract Documents is held as a matter of law to
         be unenforceable or unconscionable, the remainder of the Contract
         Documents shall be enforceable without such clause.

17.4     No provisions of the Contract Documents shall in any way inure to the
         benefit of any third party (including the public at large) so as to
         constitute such person as a third party beneficiary of the Contract
         Documents, except as specifically provided elsewhere in the Contract
         Documents.

17.5     Contractor shall subordinate, and shall have its Subcontractors
         subordinate, any lien or claim or right of lien against the Project and
         its real property which Contractor and his Subcontractors may now or
         hereafter have on account of construction labor, services or materials
         provided under the Contract Documents in connection with the Work or
         otherwise for the Project, to any promissory note, loan agreement,
         mortgage, deed to secure debt, or other instrument executed by CES or
         Customer.



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<PAGE>   21

17.5     NOTICES. Any notices hereunder, except as specifically provided
         elsewhere in the Contract Documents, shall be given in writing and
         shall be delivered by hand or by first class certified U. S. Mail,
         return receipt requested to the addresses set forth below, or to such
         other address as either Party may substitute by written notice to the
         other in the matter contemplated herein, and will be deemed given when
         delivered, or, if delivery is not accomplished by some fault of the
         addressee, when tendered.

<TABLE>
<CAPTION>
         TO CES:                              WITH COPY TO:                             TO CONTRACTOR:
         -------                              -------------                             --------------

<S>                                          <C>                                       <C>
         Chevron Energy Solutions             Chevron Energy Solutions                  Contractor Name
         Street Address                       345 California Street, Suite 3200         Street Address
         City, State, Zip Code                San Francisco, CA 94104                   City, State, Zip Code
         Attn: Name, Title                    Attn: Legal Department                    Attn: Name, Title
         Phone Number:                                                                  Phone Number:
         Fax Number:                                                                    Fax Number:
</TABLE>

17.6     SIGNS. No signs shall be placed on the Project site by Contractor or
         any Contractor subcontractor without the prior written approval of CES.

17.7     GOVERNING LAW. The Contract Documents shall be governed by the laws of
         the State of California excluding any conflicts of law principles.

17.8     FINANCIAL BOOKS AND RECORDS. Contractor shall maintain financial books,
         documents, and cost accounting records with respect to the Contract
         Amount on a cash basis in accordance with generally accepted accounting
         principles. These records shall be made available to CES, upon request
         for audit, inspection or copying to the extent that they relate to any
         issue of entitlement to payment or adjustment of the Contract Amount.

17.9     THIRD PARTY BENEFICIARIES. This Master Agreement shall not create any
         third party beneficiary rights or obligations with respect to any third
         party.

17.10    SUCCESSORS AND ASSIGNS. Each Party shall have the right to assign its
         rights and interests in this Master Agreement and individual Work
         Orders to an affiliate, subsidiary, or successor company who shall be
         bound to the terms and conditions of this Master Agreement.

17.11    CONFIDENTIAL AGREEMENT. The terms and conditions of this Master
         Agreement shall be subject to that certain Mutual Nondisclosure
         Agreement between CES and Contractor dated [ADD DATE OF MNDA].

17.12    DUPLICATE ORIGINALS. Two (2) duplicate originals of this Master
         Agreement shall be executed; each of which shall be deemed an original
         but both of which together shall constitute one and the same
         instrument.

17.13    ENTIRE AGREEMENT. This Master Agreement contains the entire agreement
         between the Parties and there are no oral or written representations,
         understandings, or agreements between the Parties respecting the
         subject matter of this Master Agreement, which are not fully expressed
         herein.

IN WITNESS WHEREOF, the Parties hereto have executed this Master Agreement as of
the day and year first above written.

CONTRACTOR LEGAL NAME                        CHEVRON ENERGY SOLUTIONS, L. P.

By:                                          By:
    ------------------------------------         -------------------------------
    (Signature)                                  (Signature)

Name:                                        Name:
     -----------------------------------          ------------------------------

Title:                                       Title:
       ---------------------------------            ----------------------------



                                                                              19
<PAGE>   22

[CHEVRON ENERGY SOLUTIONS LOGO]

                                    EXHIBIT A
                             WORK ORDER SAMPLE FORM

                                                     CES CONTRACT NUMBER:
                                                                          ------

                               WORK ORDER #
                                            ------
                               TO MASTER AGREEMENT
                           FOR DESIGN AND CONSTRUCTION

     THE MASTER AGREEMENT FOR DESIGN AND CONSTRUCTION ("Master Agreement"),
entered into on [MONTH DAY, YEAR] by and between CHEVRON ENERGY SOLUTIONS, L.P.,
a Delaware limited partnership with principal offices at 345 California
Street, Suite 3200, San Francisco, California 94104 ("CES") and [ADD
CONTRACTOR'S NAME, ADDRESS, AND PHONE NUMBER, a [ADD STATE] Corporation, with
principal offices located at [ADD ADDRESS AND PHONE NUMBER], or its applicable
wholly owned subsidiary identified below in Section 2, ("Contractor") is hereby
amended on this date [ADD DATE OF WORK ORDER EFFECTIVE DATE] ("Work Order
Effective Date") by this Work Order which is fully incorporated into the MASTER
AGREEMENT as follows:

CUSTOMER. The Customer for whom the Work will be performed is _________________.
                                    The address and phone number of the Customer
                                    is ________________________________________.

SUBSIDIARY COMPANY OF [ADD CONTRACTOR'S NAME] PERFORMING WORK, IF ANY: [ADD
                                    NAME, ADDRESS, CONTACT NAME, AND PHONE
                                    NUMBER OF SUBSIDIARY COMPANY PERFORMING THE
                                    WORK UNDER THIS WORK ORDER. LEAVE BLANK IF
                                    NONE.]
                                           -------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------

3.       SCOPE OF WORK/ SITE LOCATIONS. The Scope of Work at each Site Location,
         including the description of the Scope of Work, including equipment and
         materials to be provided and installed and any other Work to be
         performed; Warranty provisions; and the Operations and Maintenance
         provisions, if any; to be provided under this Work Order is identified
         on ATTACHMENT 1 - "SCOPE OF WORK/SITE LOCATIONS" attached hereto and
         incorporated herein. Unless otherwise described herein or in Attachment
         1, Contractor shall be responsible for the removal, transport, and
         proper disposal of Hazardous Substances identified in the Scope of Work
         attached hereto and to provide to CES certification that such equipment
         was properly transported from the site location(s) and properly
         disposed of.

4.       PROJECT SCHEDULE. The Project Schedule for each Site Location where
         Work shall be performed by Contractor pursuant to this Work Order,
         including Commencement Date, Substantial Completion Date, and
         Operational Date, is identified on "ATTACHMENT 2 - PROJECT SCHEDULE"
         attached hereto and incorporated herein

5.       CONTRACT AMOUNT FOR WORK ORDER. The total Contract Amount for
         performance of this Work Order, schedule of payment, and payment terms
         is as follows: [ADD TOTAL AMOUNT HERE AND ALSO INDICATED IF CONTRACT
         AMOUNT WILL BE PAID AS A ONE-TIME LUMP SUM, FIXED FEE PAID VIA PROGRESS
         PAYMENTS, BASED ON TIME AND MATERIALS NOT TO EXCEED A CERTAIN DOLLAR
         AMOUNT, AND IF PROGRESS PAYMENTS WILL BE PAID ON A MONTHLY BASED ON
         WORK COMPLETED DURING THE PRIOR MONTH, OR BY ACHIEVEMENT OF DEFINED
         MILESTONES, ETC.]

6.       CONTRACTOR/ENGINEERING LICENSE(S). Contractor possesses the following
         Engineering and/or Contractor license(s) and/or certificates, with the
         number indicated, expiration date, and in what state the licensed was
         issued, as required by law to perform the work as described in the
         Scope of Work at the Site Locations identified on Attachment 1. If any
         work is to be performed by a subcontractor to the Contractor, please
         also indicate your subcontractor's name along with the same following
         information required to perform such work.

<TABLE>
<CAPTION>
              CONTRACTOR/ENG. NAME          LICENSE/CERTIFICATE TYPE   LICENSE NUMBER   EXPIRATION DATE      STATE ISSUED
              --------------------          ------------------------   --------------   ---------------      ------------
<S>                                         <C>                        <C>              <C>                  <C>

</TABLE>

7.       GENERAL TERMS AND CONDITIONS. Except for terms and conditions provided
         in this Work Order, all Work performed pursuant to this Work Order
         shall be subject to the terms and conditions of the Master Agreement.
         If this Work Order is executed by a wholly owned Subsidiary Company of
         Contractor, such Subsidiary Company agrees to perform such work and be
         bound by the above referenced Master Agreement, a copy of which shall
         be provided by CES to the Subsidiary Company upon request.

IN WITNESS WHEREOF, the Parties hereto have executed this Work Order as of the
day and year first above written.

CONTRACTOR (OR CONTRACTOR'S SUBSIDIARY       CHEVRON ENERGY SOLUTIONS, L.P.
COMPANY) NAME

By:                                          By:
    ------------------------------------         -------------------------------
    (Signature)                                  (Signature)

Name:                                        Name:
     -----------------------------------          ------------------------------

Title:                                       Title:
       ---------------------------------            ----------------------------



<PAGE>   23
                                                    CES Contract No.
                                                                     -----------

                                    EXHIBIT B
                                   DEFINITIONS

         For the purposes of this Master Agreement, including all Work Orders
and Change Orders, the defined terms herein shall have the meaning set forth as
follows:

1.       APPLICABLE LAWS: "Applicable Laws" shall mean all laws, building codes,
         rules, regulations, or orders of any federal, state, county, local, or
         other governmental body, agency, or other authority having jurisdiction
         over the performance of the Work, as may be in effect at the time the
         Work is undertaken.

2.       APPLICABLE PERMITS: "Applicable Permits" shall mean all permits,
         waivers, authorizations, or licenses issued or required to be issued by
         any federal, state, county, local, or other governmental body, agency,
         or other authority having jurisdiction over the performance of the
         Work, as may be in effect at the time the Work is undertaken.

3.       APPLICATION FOR PAYMENT: "Application for Payment" shall mean the
         Contractor's application requesting and verifying its entitlement to
         payment for Work performed, including all supporting documentation as
         set forth herein in Articles 11 and 12 hereof.

4.       CES: "CES" refers to Chevron Energy Solutions, L. P., a wholly owned
         entity of the Chevron Products Company. The term CES means CES or its
         authorized representative.

5.       CHANGE: "Change" shall mean any addition to, deletion from, suspension
         of or other modification to the quality, schedule, function or intent
         of the Work, including without limitation any such addition, deletion,
         suspension or other modification that effects a change in the Scope of
         Work, Contract Amount, or Contract Time as provided for in Article 8 of
         the Master Agreement.

6.       CHANGE ORDER: "Change Order" shall mean a written document signed by
         both Contractor and CES that describes the changes to the terms of an
         individual Work Order and that formally amends an individual Work
         Order. A Change Order may add to, delete, modify, and/or change and
         amend the Work Order's scope of work, compensation, and/or the schedule
         for completion of the Work identified in the Work Order.

7.       CLAIMS: "Claims" shall mean any and all actions, claims, losses,
         damages, expenses or liabilities of either party arising from or a
         result of this Master Agreement, Work Order, and/or Change Orders.

8.       CONSTRUCTION: "Construction" shall mean any Work to be performed that
         involves any and all construction, alteration, repair, addition to,
         subtraction from, improving, moving, wrecking or demolishing any
         building, highway, road, parking facility, excavation, or other
         structure or improvement, or to do any part thereof, including the
         erection of scaffolding or other structures or works in connection
         therewith, and the cleaning of grounds or structures in connection with
         any of the above activities.

9.       CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the Final
         Construction Documents, and any and all Change Orders affecting those
         documents, that provide the final plans and specifications that
         describe the technical requirements for the installation of all the
         materials and equipment pursuant to this Master Agreement and
         individual Work Order.

10.      CONTRACT AMOUNT: "Contract Amount" shall mean the amount of
         compensation due to Contractor for the successful, proper and timely
         completion of work. The Work order shall state the Contract Amount.
         Unless modified by a Work Order, or Change Order, the Contract Amount
         is the maximum amount of compensation payable by CES to Contractor for
         the Work.

11.      CONTRACT DOCUMENTS: "Contract Documents" shall mean collectively this
         Master Agreement, any Work Order(s), the Plans and Specifications
         prepared or to be prepared by the Engineer (or Contractor) for the
         particular Project and any other Construction Documents.

12.      CONTRACT TIME: "Contract Time" means the period of time after the Date
         of Commencement of the Work allotted in the Work Order in which
         Contractor must achieve Final Completion of the Work, as may be
         adjusted by Work Order.

13.      CONTRACTOR: "Contractor" means the person or entity identified as such
         in this Master Agreement, Work Order(s), and Change Order(s). The term
         Contractor means Contractor, Contractor's Subsidiary Company as defined
         herein, or its authorized representative.

14.      CUSTOMER: "Customer" means the person or entity identified as such in
         the Work Order. The Customer will have entered into a Customer
         Agreement directly with CES.

15.      CUSTOMER AGREEMENT: "Customer Agreement" means the agreement entered
         into by CES and its Customer under which CES will, for consideration
         received, furnish specified improvements at the Customer's facility.

16.      DATE OF COMMENCEMENT OF THE WORK: "Date of Commencement of the Work"
         means the date established as such in a written notice to proceed to be
         issued by CES to Contractor. Contractor shall not commence work prior
         to the issuance of a written notice to proceed by CES.

17.      DAY: "Day" means a calendar day unless otherwise specifically
         designated.

18.      DRAWINGS OR PLANS: "Drawings" or "Plans" means all drawings, plans,
         depictions, and designs either provided by CES, or prepared by
         Contractor, and required for the construction, erection, installation
         and completion of the Work.

19.      ENGINEER: "Engineer" means the person or entity lawfully licensed to
         practice engineering, identified as such in the Work Order. For certain
         projects, Engineer may also be the same entity as Contractor. The term
         Engineer means the Engineer or its authorized representative.

20.      FINAL COMPLETION: "Final Completion" means the acceptance of the
         completed Project by CES and Customer from Contractor in accordance
         with the provisions of Article 6 of this Master Agreement.

21.      HAZARDOUS SUBSTANCES: "Hazardous Substances" shall mean any hazardous,
         toxic or dangerous wastes, substances, chemicals, constituents,
         contaminants, pollutants, and materials and any other carcinogenic,
         corrosive, ignitable, radioactive, reactive, toxic or otherwise
         hazardous substances or mixtures (whether solids, liquids, gases) now
         or at any time subject to


                                       2
<PAGE>   24

         regulation, control, remediation or otherwise addressed under
         Applicable Laws; (ii) any "hazardous substance" as defined by the
         Resource, Conservation and Recovery Act of 1976 (42 United States Code
         ("U.S.C."), Section 6901 et seq.), as amended, and regulations
         promulgated thereunder; (iii) any "hazardous, toxic or dangerous waste,
         substance or material" specifically defined as such in (or for the
         purposes of) the Comprehensive Environmental Responses, Compensation
         and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended,
         and regulations promulgated thereunder; and (iv) any hazardous, toxic
         or dangerous waste, substance, or material as defined in any so-called
         "superfund" or "superlien" law.

22.      INSTALLATION: "Installation" shall mean the setting up and placement of
         any equipment or materials in the manner it will be operated, in
         accordance with the Work Order and in accordance with all Applicable
         Laws. Installation will not be deemed complete until the Operational
         Date.

23.      INSTALLATION LOCATION: "Installation Location" shall mean that area or
         areas where the Project materials and equipment and any other energy
         related equipment as described in the Work Order shall be located.

24.      INTEREST: "Interest" shall mean interest calculated at the lesser of
         the per annum rate of interest announced from time to time by Citibank,
         at its "prime" rate for commercial loans plus two percent (2%) or the
         maximum rate permitted by Applicable Laws.

25.      LOSSES. "Losses" shall mean claims, actions, damages, losses,
         liabilities, costs, and/or expenses including reasonable attorney's
         fees.

26.      MASTER AGREEMENT: "Master Agreement" shall mean this Master Agreement
         for Design and Construction and all Exhibits attached hereto which are
         incorporated herein, as it may be amended or modified from time to time
         in accordance with the provisions hereof.

27.      MASTER AGREEMENT EFFECTIVE DATE: "Master Agreement Effective Date"
         shall mean the date this Master Agreement is fully executed as noted
         above and is the date the Master Agreement is in full force and effect.

28.      MATERIAL CHANGED CONDITION: "Material Changed Condition" shall mean one
         or more of the following conditions that impact the Project Schedule
         and/or Cost: 1) parties or conditions outside the control of the
         parties caused delays in Project Schedule; 2) discovery of differing
         and unexpected site conditions not previously disclosed by CUSTOMER and
         could not have been readily discoverable prior to start of Work; 3)
         discovery of hazardous wastes or material not been previously
         disclosed; (4) adverse weather conditions not reasonably anticipated;
         (5) delay in equipment and material deliveries outside the Parties'
         control; and 6) any other condition that could not have been reasonably
         anticipated by the Parties and is outside the Parties" control.

29.      NOTICE OF CLAIM: "Notice of Claim" means a written notice from
         Contractor to CES provided in accordance with Article 8 of this Master
         Agreement, identifying an order, event or occurrence that Contractor
         contends should cause a Change in the Work entitling Contractor to an
         adjustment of either the Contract Amount or Contract Time or both.

30.      OPERATIONAL DATE: "Operational Date" shall mean the date when the
         installed Work is substantially complete in accordance with the
         Contract Documents so that the Work is functional and can be generally
         used for the purpose for which the Work is intended.

31.      OPERATIONS AND MAINTENANCE SERVICES OR O&M: Operations and Maintenance
         Services or O&M shall mean the provision of operations and maintenance
         services for the equipment, and any and all other material, hardware,
         or software provided and installed by CES, or its subcontractors, in
         accordance with the Work Order.

32.      PARTY OR PARTIES: "Party" or "Parties" shall mean CES, CUSTOMER, each
         or both of them, as the context may require pursuant to the terms and
         conditions of this Master Agreement.

33.      PROJECT: "Project" shall mean the entirety of Work to be performed by
         Contractor per the terms and conditions of each Work Order, and any
         Change Orders to a Work Order, as well as all efforts of CES and other
         entities regarding the Work, Site, facilities and other matters
         referred to in the Contract Documents, all as an integrated whole.

34.      PROJECT SCHEDULE: "Project Schedule" means the CES-approved schedule of
         Work identified in the Work Order, prepared pursuant to Paragraph 7.3
         of this Master Agreement, showing the sequences, duration, and
         interrelationships and establishing Contractor's plan for accomplishing
         Final Completion within the Contract Time.

35.      SCOPE OF WORK: Scope of Work" shall mean the amount and extent of Work
         that is contemplated to be performed by Contractor per the terms of
         this Master Agreement and as specifically described in each Work Order,
         as amended by Change Orders. Should there be any conflict between the
         Work Order plus its Change Orders and the terms of this Master
         Agreement, the Work Order together with the agreed upon Change Orders
         shall take precedence and shall establish the Scope of Work for the
         each Project.

36.      SITE: "Site" means the real property upon which the Project is
         situated. The Site shall be particularly described in Work Order.

37.      SPECIFICATIONS: "Specifications" means all specifications; equipment,
         materials and supplies lists; schedules and other written information
         either provided by CES or prepared by Engineer (or Contractor) and
         required for the construction, erection, installation and completion of
         the Work.

38.      SUBSIDIARY COMPANY: "Subsidiary Company" means a company that is wholly
         owned by Contractor and to whom Contractor may assign individual Work
         Orders under this Master Agreement and such Subsidiary Company shall be
         bound to the terms and conditions of both the Work Order and this
         Master Agreement in performance of such Work.

39.      SUBSTANTIAL COMPLETION: "Substantial Completion". means the stage in
         the progress of the Work when the Work is sufficiently complete in
         accordance with the Contract Documents so that the Customer can utilize
         and take beneficial use of the Work for its intended use.

40.      TIME: "Time" shall mean the time period within which Contractor shall
         complete the Work in accordance with the Work Order Project Schedule.

41.      WORDS: "Words" and abbreviations which have well-known technical or
         trade meanings are used in the Contract Documents in accordance with
         such recognized meanings.

42.      WORK: "Work" shall mean the design, procurement, installation and/or
         construction required for the Project and includes all labor necessary
         to produce such services, all materials, fabrications, assemblies, and
         equipment incorporated or to be incorporated in such construction
         necessary to achieve Final Completion of the Project, including such
         materials and



                                        3
<PAGE>   25

         equipment which may be consumed or used but not actually incorporated
         in such construction. Depending upon the terms of each Work order, the
         Work may include design, supplying, installing, maintaining, operating,
         and warranting certain materials and equipment, and providing any other
         energy-related services specified in the Work Order.

43.      WORK ORDER: "Work Order" means a document executed by both Contractor
         and CES that describes, at minimum, the scope of work to be performed,
         the compensation Contractor shall be paid for such Work, and the
         schedule for completion of the Work described therein, and such Work
         Order shall constitute an amendment to this Master Agreement. A sample
         Work Order Form is attached hereto as Exhibit A. Contractor shall not
         perform any Work with respect to any Project until the parties have
         first executed a Work Order for the Work. Any work done by Contractor
         prior to the execution of a Work Order shall be done at Contractor's
         expense. A Work Order may be executed by Contractor, or a wholly owned
         Subsidiary Company. If a Subsidiary Company executes a Work Order, the
         Contractor and Subsidiary Company shall be bound to the terms and
         conditions of such Work Order.

44.      WORK ORDER EFFECTIVE DATE: "Work Order Effective Date" shall mean the
         date an individual Work order is fully executed and the date the Work
         Order is in full force and effect.





                                        4