<PAGE>

                                                                    EXHIBIT 10.1

               ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT

                                 by and between

                               OMEGA PROTEIN, INC.

                                    as Owner

                                       and

                          SUITT CONSTRUCTION CO., INC.,

                                  as Contractor

                           Dated as of April 15, 2003


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                                TABLE OF CONTENTS
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ARTICLE 1. DEFINITIONS ......................................................     1
   1.1     Capitalized Terms ................................................     1
   1.2     Precedence of Agreement ..........................................     7
ARTICLE 2. RELATIONSHIP OF CONSTRUCTION MANAGER, CONTRACTOR,
           SUBCONTRACTORS AND OTHERS ........................................     7
   2.1     Status of Contractor .............................................     7
   2.2     Subcontractors ...................................................     7
   2.3     Subcontract Provisions ...........................................     7
   2.4     Intentionally Omitted ............................................     7
   2.5     De Smet Agreement ................................................     7
ARTICLE 3. CONTRACTOR'S RESPONSIBILITIES ....................................     8
   3.1     Scope of Work ....................................................     8
   3.2     Spare Parts ......................................................     9
   3.3     Compliance with Drawings and Review of Drawings and Documents ....    10
   3.4     Contractor's Personnel and Labor Relations .......................    10
   3.5     Governmental Authorization and Contractor Assistance .............    11
   3.6     Control of the Work ..............................................    12
   3.7     Cleanup; Non-Interference ........................................    12
   3.8     Safety and Emergencies ...........................................    12
   3.9     Financing Assistance .............................................    13
   3.10    Foreign Corrupt Practices Act ....................................    13
   3.11    Compliance with Laws .............................................    14
   3.12    Books and Records ................................................    14
   3.13    Taxes and Fees ...................................................    15
   3.14    Access and Inspections, Correction of Defects ....................    15
   3.15    Security of  the Site; Storage and Related Matters ...............    16
   3.16    Cooperation and Non-interference .................................    16
   3.17    No Liens .........................................................    17
   3.18    Hazardous Substances, Endangered Species, Archaeological
           Discoveries and Ground Risk ......................................    18
   3.19    Traffic and Special Loads ........................................    19
   3.20    Waterborne Traffic ...............................................    19
   3.21    Quality Assurance ................................................    19
   3.22    Intentionally Omitted ............................................    19
   3.23    Intentionally Omitted ............................................    19
ARTICLE 4. OWNER'S RESPONSIBILITIES .........................................    19
   4.1     Intentionally Omitted ............................................    19
   4.2     Payment ..........................................................    20
   4.3     Access to Site and Rights of Way .................................    20
   4.4     Governmental Authorizations ......................................    20
   4.5     Operating Personnel ..............................................    20
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   4.6     Owner's Representative(s) ........................................    20
   4.7     Divergences from Law .............................................    21
   4.8     Foreign Corrupt Practices Act ....................................    21
   4.9     Compliance with Law ..............................................    21
ARTICLE 5. COMMENCEMENT OF WORK .............................................    21
   5.1     Commencement of Work .............................................    21
   5.2     Project Schedule .................................................    22
   5.3     Progress Reports and Consultation ................................    22
ARTICLE 6. CHANGES ..........................................................    23
   6.1     Change Orders ....................................................    23
   6.2     Owner Directed Changes ...........................................    23
   6.3     Contractor Changes ...............................................    23
   6.4     Definition of Change .............................................    23
   6.5     Adjustments to Agreement .........................................    23
   6.6     Performance of Changes ...........................................    24
   6.7     Other Provisions Unaffected ......................................    24
   6.8     Change in Law or Owner Delay .....................................    24
ARTICLE 7. CONTRACT PRICE; PAYMENTS TO CONTRACTOR ...........................    24
   7.1     Contract Price ...................................................    24
   7.2     Payment of Contract Price ........................................    24
   7.3     Payments Not Waiver or Acceptance of Work ........................    26
   7.4     Payments Withheld ................................................    26
   7.5     Payment of Subcontractors ........................................    27
   7.6     Waiver of Liens ..................................................    27
   7.7     Interest and Disputed Invoices ...................................    27
ARTICLE 8. TITLE AND RISK OF LOSS ...........................................    27
   8.1     Title ............................................................    27
   8.2     Risk of Loss .....................................................    28
   8.3     Use by Owner .....................................................    28
ARTICLE 9. INSURANCE ........................................................    29
   9.1     Contractor's Insurance ...........................................    29
   9.2     Owner's Insurance ................................................    29
   9.3     Certificates and Cancellations ...................................    30
   9.4     Failure to Pay ...................................................    30
   9.5     Miscellaneous ....................................................    30
ARTICLE 10. DOCUMENTATION ...................................................    31
   10.1    Delivery of Job Books ............................................    31
   10.2    Project Manual ...................................................    31
   10.3    Machine Readable Information .....................................    32
   10.4    Intentionally Omitted ............................................    32
   10.5    Intentionally Omitted ............................................    32
   10.6    Document Submittals ..............................................    32
ARTICLE 11. COMPLETION ......................................................    33
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                                       ii

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   11.1    Notices of Testing and Mechanical Completion .....................    33
   11.2    Substantial Completion Certificates ..............................    33
   11.3    Final Completion .................................................    34
   11.4    Owner Acceptance of Completion Certificates ......................    34
   11.5    Punchlist ........................................................    35
   11.6    Right of Waiver ..................................................    35
   11.7    Long-Term Obligations ............................................    35
ARTICLE 12. WARRANTY ........................................................    36
   12.1    General Warranty .................................................    36
   12.2    Warranty Period ..................................................    36
   12.3    Remedy ...........................................................    36
   12.4    Subcontractor Warranties .........................................    37
   12.5    Warranty Exclusions ..............................................    37
   12.6    No Implied Warranties ............................................    37
ARTICLE 13. SCHEDULE GUARANTEES .............................................    37
   13.1    Guarantee of Timely Completion ...................................    37
   13.2    Compliance .......................................................    38
   13.3    Intentionally Omitted ............................................    38
   13.4    Intentionally Omitted ............................................    38
   13.5    Intentionally Omitted ............................................    38
ARTICLE 14. LIMITATION OF LIABILITY .........................................    38
   14.1    Consequential Damages ............................................    38
   14.2    Releases Valid in All Events .....................................    38
   14.3    Intentionally Omitted ............................................    38
   14.4    Exclusive Remedies ...............................................    38
ARTICLE 15. REPRESENTATIONS OF CONTRACTOR AND OWNER .........................    39
   15.1    Contractor Representations .......................................    39
   15.2    Owner Representations ............................................    40
ARTICLE 16. DEFAULT, TERMINATION AND SUSPENSION .............................    40
   16.1    Default by Contractor ............................................    40
   16.2    Optional Cancellation by Owner ...................................    43
   16.3    Termination by Contractor ........................................    44
   16.4    Suspension of Work ...............................................    45
ARTICLE 17. FORCE MAJEURE ...................................................    46
   17.1    Failure to Perform Due to an Event of Force Majeure ..............    46
   17.2    Limitations of Events of Force Majeure ...........................    46
   17.3    Notice of Event of Force Majeure .................................    47
   17.4    Events of Force Majeure ..........................................    47
   17.5    Certain Events Not Excused .......................................    48
   17.6    Continued Performance ............................................    48
   17.7    Event of Force Majeure - Cost ....................................    49
ARTICLE 18. INDEMNITIES .....................................................    49
   18.1    Contractor Indemnity .............................................    49
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                                       iii

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   18.2    Owner Indemnity ..................................................    49
   18.3    Intentionally Omitted ............................................    50
   18.4    Contributory Negligence ..........................................    50
   18.5    Notice ...........................................................    50
   18.6    Defense of Claims ................................................    50
ARTICLE 19. DISPUTE RESOLUTION ..............................................    51
   19.1    Negotiation and Arbitration Resolution ...........................    51
   19.2    Intentionally Omitted ............................................    52
   19.3    Applicable Law and Arbitration Act ...............................    52
   19.4    Effect on Performance ............................................    52
   19.5    Incorporation and Consolidation ..................................    52
ARTICLE 20. CONFIDENTIAL INFORMATION ........................................    53
   20.1    Confidential Information .........................................    53
   20.2    Notice Preceding Compelled Disclosure ............................    53
   20.3    Definition of Confidential Information ...........................    53
   20.4    Remedies .........................................................    53
   20.5    Intellectual Property Provisions .................................    54
   20.6    Intellectual Property Warranties .................................    54
ARTICLE 21. SECURITY ........................................................    54
   21.1    Retention Bond ...................................................    54
   21.2    Intentionally Omitted ............................................    54
ARTICLE 22. MISCELLANEOUS PROVISIONS ........................................    55
   22.1    Governing Law ....................................................    55
   22.2    Notice ...........................................................    55
   22.3    Assignment .......................................................    55
   22.4    Miscellaneous ....................................................    56
</TABLE>



                                       iv

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               ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT

     THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT (this "Agreement"),
dated as of April 15, 2003 (the "Effective Date"), is entered into by and
between OMEGA PROTEIN, INC., a Virginia corporation ("Owner"), and SUITT
CONSTRUCTION CO., INC., a South Carolina corporation ("Contractor").


                                    RECITALS

     A. Owner desires to develop a fish oil processing facility (the "Project")
to be located in Reedville, Virginia (the "Site") consisting, in part, of a full
service processing, refining, office/laboratory, warehousing and packaging
facility (the "Facilities," as more particularly defined in Article 1).

     B. Contractor has significant expertise in the design, engineering,
procurement, construction, start-up, commissioning, and testing of facilities
similar to the Facilities.

     C. Contractor, itself or through Subcontractors (as defined below), desires
to provide design, engineering, procurement, construction, interconnection,
start-up, commissioning and testing services for the Facilities as set forth
more fully below, all on a lump sum, fixed-price basis.

     D. Contractor is willing to guarantee the timely completion of the Work (as
defined below) and certain levels of performance of the Facilities.

     NOW THEREFORE, Owner and Contractor agree as follows:

                                    ARTICLE 1.

                                   DEFINITIONS

     1.1 Capitalized Terms. Capitalized terms used without other definition
shall have the meanings specified in this Article 1, unless the context requires
otherwise.

          "AAA" shall have the meaning set forth in Section 19.1.

          "Affiliate" shall mean, with respect to any Person, any other Person
     that (a) owns or controls, directly or indirectly, the first Person, (b) is
     owned or controlled by the first Person, or (c) is under common ownership
     or control with the first Person, where "own" means ownership of fifty
     percent (50%) or more of the equity interests or rights to distributions on
     account of equity of the Person and "control" means the power to direct the
     management or policies of the Person, whether through the ownership of
     voting securities, by contract, or otherwise.

          "Agreement" shall mean this Engineering, Procurement and Construction
     Contract as amended, modified or supplemented from time to time.

          "Alternate" shall have the meaning set forth in Section 19.2.

<PAGE>



          "Arbitrator" shall have the meaning set forth in Section 19.2.

          "Balance of the Contract Price" shall have the meaning set forth in
     Section 16.1.5.

          "Business Day" shall mean any day other than a Saturday, a Sunday, or
     a day on which banks in Texas or New York are authorized or required by law
     to be closed.

          "Change" shall mean a change in the Scope of Work, Specifications,
     Contract Price, Guaranteed Completion Date, Project Schedule or End Date,
     as applicable.

          "Change In Law" shall mean any of the following events occurring after
     the Effective Date as a result of, or in connection with, any action or
     inaction by any Governmental Authority (including any of the same relating
     to taxes) (a) a change in, modification or repeal of an existing Law, (b)
     an enactment, adoption, promulgation or making of a new Law, (c) a
     cancellation or non-renewal or other change in the conditions applicable to
     any Law, or (d) a change in the manner in which a Law is applied or in the
     application or interpretation thereof.

          "Change Order" shall mean a written order pursuant to Article 6,
     signed by Owner and Contractor authorizing a Change.

          "Confidential Information" shall have the meaning set forth in Section
     20.3.

          "Contract Price" shall have the meaning set forth in Exhibit C-1.

          "Contractor" shall have the meaning set forth in the preamble to this
     Agreement.

          "Contractor Indemnitee" shall mean Contractor and each of its
     Affiliates, successors, assigns, officers, members, managers, directors and
     employees.

          "Contractor Insurance" shall have the meaning set forth in Exhibit
     H-1.

          "Contractor Lien" shall have the meaning set forth in Section 3.17.1.

          "Contractor's Equipment" shall mean all appliances or things of
     whatever nature required for the performance of the Work at the Site, but
     not including any items intended to form or forming part of the Facilities.

          "Contractor's Representative" shall be Contractor's project manager as
     referenced in Exhibit S.

          "Cost to Complete Facilities" shall have the meaning set forth in
     Section 16.1.5.

          "Day" or "day" shall mean a calendar day and shall include Saturdays,
     Sundays and holidays.

          "Default Rate" shall mean the JP Morgan Chase Bank prime rate plus two
     (2) percentage points, but in no event will the Default Rate exceed the
     maximum interest rate allowed by Law.


                                       2

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          "Delay Limit" shall have the meaning set forth in Section 14.1.

          "De Smet" shall mean De Smet Process and Technology, Inc.

          "De Smet Agreement" shall mean that certain Equipment Supply Agreement
     between Omega and De Smet and dated on or about April 10, 2003.

          "Document Delivery Date" shall have the meaning set forth in Section
     10.6.1.

          "Documentation" shall have the meaning set forth in Section 10.4.2.

          "Due Date" shall have the meaning set forth in Section 10.6.1.

          "Effective Date" shall have the meaning set forth in the preamble to
     this Agreement.

          "End Date" shall be the date set forth in Section 13.1.

          "Equipment" shall mean all machinery, equipment, computer hardware and
     software, apparatus, materials, articles, drawings, designs, plans and
     things of all kinds to be provided by Contractor under this Agreement
     and/or incorporated into the Facilities, excluding Contractor's Equipment.

          "Events of Force Majeure" shall have the meaning set forth in Section
     17.2.

          "Facilities" shall mean the facilities described in Exhibit B-1.

          "Final Completion" shall have the meaning set forth in Section 11.3.

          "Final Completion Certificate" shall have the meaning set forth in
     Section 11.3.

          "Good Industry Practice" or "GIP" shall mean those practices, methods,
     techniques and standards, as in effect or generally applicable at the time
     of performance of the Work, that are generally accepted for use in the
     independent fish oil refining industry and commonly used in prudent
     engineering and operations to design, engineer, construct, test, operate
     and maintain equipment lawfully, safely, efficiently and economically as
     applicable to equipment of the size, service, and type used in the
     Facilities.

          "Governmental Authority" shall mean the governmental, administrative,
     and municipal authorities, including, without limitation, any ministry,
     court, tribunal, department, municipality, city, instrumentality, agency or
     commission under the direct or indirect control of any city, county, state
     or federal government or governmental entity which has jurisdiction over
     any elements of the Work.

          "Governmental Authorizations" shall mean all permits, consents,
     decisions, licenses, approvals, certificates, confirmations or exemptions
     from, and all applications and notices filed with any Governmental
     Authority that are necessary for the design, engineering,


                                       3

<PAGE>

     procurement, construction, start-up, commissioning, testing, financing,
     ownership, and operation of the Facilities.

          "Guaranteed Completion Date" shall have the meaning set forth in
     Section 13.1.

          "Hazardous Substances" shall mean any chemical, substance, medical or
     other waste, living organism or combination thereof which is or may be
     hazardous to the environment or human or animal health or safety due to its
     radioactivity, ignitability, corrosivity, reactivity, explosivity,
     toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or
     other harmful or potentially harmful properties or effects. "Hazardous
     Substances" shall include without limitation petroleum hydrocarbons,
     including crude oil or any fraction thereof, asbestos, asbestos-containing
     materials, radon, polychlorinated biphenyls (PCBs), methane and all
     substances which are defined as "hazardous substances," "hazardous wastes,"
     "extremely hazardous wastes," "hazardous materials" or "toxic substances,"
     biohazardous wastes, medical wastes, radioactive wastes or which are
     otherwise listed, defined or regulated in any manner pursuant to any Law
     pertaining to protection of the environment or human or animal health or
     safety.

          "Indemnitee" shall have the meaning set forth in Section 18.6.

          "Indemnitor" shall have the meaning set forth in Section 18.6.

          "Insurance Representative" shall have the meaning set forth in Section
     3.22.

          "Insurability Certificate" shall have the meaning set forth in Section
     3.23(a).

          "Invoice" shall mean Contractor's monthly request for payment in
     accordance with Section 7.2.2, which invoice shall be substantially in the
     form of Exhibit C-5.

          "Job Books" shall have the meaning set forth in Section 10.1.

          "Law" shall mean any applicable constitution, charter, act, statute,
     law, ordinance, code, rule, regulation, order, treaty, decree,
     announcement, or published practice or any interpretation thereof, or other
     legislative or administrative action of any Governmental Authority, or a
     final decree, judgment, or order of a court, or any applicable engineering,
     construction or safety code.

          "LCCP Panel" shall have the meaning set forth in Section 19.1.3.

          "Lender" shall mean lenders, institutions, noteholders, or bondholders
     providing or guaranteeing, financing or refinancing to Owner for
     development of the Project, and any agent or trustee therefor, to the
     extent identified in writing to Contractor.

          "Lien Security" shall have the meaning set forth in Section 3.17.1.

          "Liquidated Limit" shall have the meaning set forth in Section 14.1.

          "Losses" shall have the meaning set forth in Section 18.1.



                                       4

<PAGE>


          "Mechanical Completion" shall mean, with respect to each unit, system,
     or component of the Facilities, the completion of the Work relating
     thereto, including flushing and purging of systems; setting of the
     Equipment on foundations; connecting Equipment to other applicable
     equipment with piping, wiring, controls, and safety systems; ensuring that
     such Equipment and such related operating systems are individually cleaned,
     leak-checked, lubricated, and point-to-point checked to verify that such
     Equipment and such related operating systems have been correctly installed
     so as to respond to simulated test signals equivalent to actual signals
     received during operation; and ensuring that such Equipment and related
     operating systems are ready for initial operation, adjustment and testing
     and may be so operated, adjusted and tested safely and without damage
     thereto or to any other property and without injury to any Person.

          "Month" or "month" shall mean a calendar month (in accordance with the
     Gregorian calendar).

          "Notice to Proceed" shall have the meaning set forth in Section 5.1.1.

          "Notice to Proceed Effective Date" shall have the meaning set forth in
     Section 5.1.1.

          "Out of Scope Construction" shall have the meaning set forth in
     Section 3.16.

          "Owner" shall have the meaning set forth in Recital A of this
     Agreement.

          "Owner Delay" means any delay or failure by Owner in performing
     obligations under this Agreement, which delay materially and adversely
     affects Contractor's cost, schedule, or other performance under this
     Agreement.

          "Owner Indemnitees" shall mean Owner, any Lender, and their respective
     Affiliates, successors, assigns, officers, members, managers, directors and
     employees.

          "Owner's Representative" shall have the meaning set forth in Section
     4.6.

          "Permitting Agency" shall mean any entity which is listed in Exhibit
     K-1.

          "Person" shall mean any natural person, corporation, company,
     partnership (general or limited), limited liability company, limited
     liability partnership, business trust, or other entity or association.

          "Project" shall have the meaning set forth in Recital A of this
     Agreement.

          "Project Schedule" shall have the meaning set forth in Section 5.2.1.

          "Punchlist" shall have the meaning set forth in Section 11.5.1.

          "Punchlist Item" means any uncompleted part of the Facilities that
     (considered individually or in the aggregate of all Punchlist Items) does
     not or will not adversely affect the


                                       5

<PAGE>

     performance of the Facilities or the ability of Owner to operate the
     Facilities in the ordinary course of business in accordance with Good
     Industry Practice.

          "Punchlist Withholding" shall have the meaning set forth in Section
     11.5.2.

          "Related Persons" shall have the meaning set forth in Section 14.6.

          "Replacement Contractor" shall have the meaning set forth in Section
     16.1.3.

          "Representatives" shall have the meaning set forth in Section 20.1.

          "Retainage" shall have the meaning set forth in Section 7.2.4.

          "Retention Bond" shall have the meaning set forth in Section 21.1.

          "Schedule of Values" shall mean the schedule for payment of the
     Contract Price which is attached hereto as Exhibit C-2.

          "Scope of Work" shall mean the description of Work to be performed and
     Equipment to be provided by Contractor as set forth in Article 3.

          "Security" shall mean the Retention Bond together with any other
     security for the benefit of Owner for any of the obligations of Contractor
     under this Agreement.

          "Site" shall have the meaning set forth in the Recitals.

          "Special Damages" shall have the meaning set forth in Section 14.2.

          "Specifications" shall mean the specifications set forth in Exhibit
     B-2.

          "Subcontract" shall mean the De Smet Agreement and any agreement
     between Contractor and a Subcontractor or a Subcontractor and any other
     Subcontractor for the performance of any portion of the Work.

          "Subcontractor" shall mean De Smet and any subcontractor, vendor, or
     supplier of equipment, materials or services to Contractor or any
     subcontractor or any Person engaged or employed by any such subcontractor,
     vendor, or supplier in connection with the performance of any portion of
     the Work.

          "Substantial Completion" shall have the meaning set forth in Section
     11.2.

          "Substantial Completion Certificate" shall have the meaning set forth
     in Section 11.2.

          "Technology" shall have the meaning set forth in Section 20.5.

          "Termination Amount" shall have the meaning set forth in Section
     16.1.5.

          "Termination Expenses" shall have the meaning set forth in Section
     16.2.2.2.



                                       6

<PAGE>

          "USD, U.S. Dollars or $" shall mean lawful currency of the United
     States of America.

          "Warranty Period" shall have the meaning set forth in Section 12.2.

          "Work" shall mean all Equipment and other structures, instruments,
     facilities and materials included or to be included in the Facilities and
     all obligations, duties and responsibilities assigned to or undertaken by
     Contractor pursuant to this Agreement.

     1.2 Precedence of Agreement. In the event of a conflict or inconsistency
between the body of this Agreement (Articles 1 through 22) and any exhibit
hereto or any drawings or other documents for the Facilities, the terms of the
body of this Agreement shall govern. In the event of a conflict or inconsistency
between any exhibit hereto and any Documentation or any drawings or other
documents for the Facilities or Good Industry Practice (exclusive of any
omissions therein), the terms of the exhibit shall govern. In the event of any
conflict or inconsistency between any of the exhibits hereto, the more onerous
or stringent standard, as applied to a Party's performance of this Agreement,
shall govern. Contractor shall promptly notify Owner in writing of any
discovered conflict or inconsistency among any of the foregoing.

                                   ARTICLE 2.

   RELATIONSHIP OF CONSTRUCTION MANAGER, CONTRACTOR, SUBCONTRACTORS AND OTHERS

     2.1 Status of Contractor. Contractor is an independent contractor and not
Owner's agent or employee.

     2.2 Subcontractors. Owner acknowledges and agrees that Contractor may have
portions of the Work performed by Subcontractors. Contractor shall cause all
Subcontractors to perform their work in conformity with this Agreement. No
contractual relationship shall exist between Owner and any Subcontractor with
respect to the Work, other than De Smet and no Subcontractor shall be deemed a
third-party beneficiary of this Agreement. Contractor shall be as fully
responsible to Owner for the acts and omissions of Subcontractors, as it is for
its own employees' acts or omissions, except as otherwise expressly provided
herein. Unless Owner expressly agrees in writing to the contrary, Owner shall
not be obligated to pay or see to the payment of any Subcontractor. Entry into
any Subcontract shall not relieve Contractor of any of its obligations under
this Agreement.

     2.3 Subcontract Provisions. Contractor shall ensure that all of its
Subcontracts are in writing. All Subcontracts shall provide that they are
assignable to Owner, and to any Lender (and each of their respective successors
and assigns) upon written request by Owner, or any Lender and without
Subcontractor's further consent following termination of this Agreement,
provided that any assignee assumes all of Contractor's obligations under such
Subcontract accruing after the date of assignment.

     2.4 Intentionally Omitted.

     2.5 De Smet Agreement. Subject to Section 12.1, Contractor acknowledges and
agrees that Contractor shall be obligated to perform all of Owner's obligations
under the De



                                       7

<PAGE>


Smet Agreement (other than any payment obligations) and such obligations shall
be the responsibility of Contractor as if set forth herein. Contractor further
agrees that Contractor shall manage, coordinate, supervise and, subject to
Section 12.1, enforce the obligations of De Smet under the De Smet Agreement and
shall promptly notify Owner in writing of any performance failures by De Smet.
Contractor hereby acknowledges receipt of a fully executed copy of the De Smet
Agreement.

                                   ARTICLE 3.

                          CONTRACTOR'S RESPONSIBILITIES

     3.1 Scope of Work.

          3.1.1 General Description of Work. Contractor shall procure and supply
     the Equipment and design, engineer and construct the complete Facilities
     (including completion of civil work and the start-up, commissioning and
     testing of the Facilities) so that the Facilities comply with the
     requirements set forth in this Agreement and all applicable Laws and
     Governmental Authorizations. Contractor shall furnish, undertake, provide
     or cause to be provided, in a good and workmanlike manner, the Equipment,
     Contractor's Equipment and all services, supervision, testing, labor and
     personnel necessary to design, engineer, procure, construct, start-up,
     commission, and test the Facilities in accordance with the published
     recommendations of the original Equipment manufacturers, Governmental
     Authorizations, GIP, and the provisions of this Agreement. Where this
     Agreement describes the Scope of Work in general terms, but not in complete
     detail, it is understood and agreed that the Scope of Work includes any
     incidental work which can be reasonably inferred as required and necessary
     to procure and supply the Equipment and complete the Facilities in
     accordance with this Agreement. Scope of Work also includes completion of
     all items set forth in the base scope described in Exhibit B-1, and such
     options as may be exercised by a Change Order to this Agreement. In the
     event of any conflict or inconsistency between the requirements of this
     Agreement and GIP, the requirements of this Agreement shall prevail.

          3.1.2 Specific Responsibilities. Without limiting the generality of
     Section 3.1.1 or any other provision of this Agreement, Contractor shall
     design, engineer, procure, construct, start-up, test and commission the
     Facilities such that such facilities meet the requirements of Mechanical
     Completion, Substantial Completion and Final Completion, and except as the
     following is limited by Article 4, Contractor shall:

               3.1.2.1 prepare a conceptual design and the integrated detailed
          design of the entire Facilities such that the Facilities when
          constructed in accordance with such design and upon installation of
          the Equipment will conform to the Specifications and the Scope of Work
          and meets the requirements described in this Agreement;

               3.1.2.2 perform any required improvements to the Site necessary
          for completion of the Facilities in accordance with this Agreement;

               3.1.2.3 procure and supply all Equipment which shall be new,
          unused and meet or exceed GIP, expedite and transport the Equipment to
          the Site, perform receipt and


                                       8

<PAGE>


          inventory at the Site to ensure equipment is received in undamaged
          condition and ensure the proper handling and storage of same, all
          consistent with GIP;

               3.1.2.4 provide management, temporary offices and facilities,
          laydown areas, security, Contractor's Equipment, construction
          utilities and consumables, including lubricants, chemicals, welding
          rods and construction equipment fuel necessary for construction of the
          Facilities in accordance with this Agreement except for those items to
          be furnished by Owner as set forth in Section 4.1;

               3.1.2.5 provide the first fill of any fuel, oil or other similar
          provisions required for initial operation of all Equipment;

               3.1.2.6 conduct the training described in Exhibit O;

               3.1.2.7 if necessary, clear all Equipment through customs and
          take any other actions necessary to import any Equipment;

               3.1.2.8 Intentionally Omitted; and

               3.1.2.9 prepare start-up and commissioning procedures.

          3.1.3 Compliance with Permitting and Licensing Requirements.
     Contractor shall comply with the requirements of all Governmental
     Authorizations. Owner shall timely inform the Permitting Agency that it has
     retained Contractor.

     3.2 Spare Parts.

          3.2.1 Special Tools. Provided within the Contract Price are all
     special tools necessary for the construction, start-up, commissioning and
     testing of the Facilities prior to Substantial Completion.

          3.2.2 Operating Spare Parts. Contractor shall solicit from bidders for
     Equipment operating and maintenance spare parts lists and proposed pricing
     for such spare parts concurrently with the bid for such Equipment.
     Contractor shall provide Owner with such priced spare parts list. Owner may
     in its discretion enter into purchase agreements with such Subcontractor
     for spare parts. Contractor shall provide appropriate support to Owner in
     its negotiations. Contractor shall be responsible for receiving,
     inventorying, storing and handling over to Owner or Owner's operator, as
     instructed by Owner, all operating spare parts described in Exhibit B-2 to
     the extent that delivery of such spare parts occurs prior to Substantial
     Completion.

          3.2.3 Failure During Start-Up. If any Equipment fails prior to Final
     Completion, spare parts may be withdrawn from Owner's or Owner's stock to
     repair the Equipment that failed. Contractor at its cost shall promptly
     replace all withdrawn spare parts with new spare parts of the same type
     made by the same manufacturer on or before Final Completion.



                                       9

<PAGE>


     3.3 Compliance with Drawings and Review of Drawings and Documents.

          3.3.1 Submission by Contractor. Contractor shall timely submit to
     Owner complete copies of the Facilities drawings and documents for those
     documents listed in Exhibit R-2. Within thirty (30) days following the
     Notice to Proceed Effective Date, Contractor shall provide to Owner a
     submittal schedule setting out the anticipated dates of issue for all such
     drawings and documents.

          3.3.2 Review by Owner. Owner shall notify Contractor of any comments
     or queries within fifteen (15) days of receiving any drawing or document
     listed in Exhibit R-2. If Owner fails to respond within the fifteen (15)
     day period, then such drawing or document shall be deemed to have been
     reviewed by Owner and Owner shall be deemed to have concurred without
     comment thereto. Within ten (10) days following receipt of any comments or
     queries, Contractor shall amend the drawing or document or otherwise take
     account of or respond to Owner's comments or queries and shall resubmit the
     drawing or document to Owner for review. Owner shall notify Contractor of
     any comments or queries with respect to such a resubmitted drawing or
     document within seven (7) days of its receipt. Within the method, manner or
     sequence of carrying out the Work, Contractor shall reasonably endeavor to
     implement Owner's comments (including comments on matters of safety and
     ease of operation and maintenance of the Facilities), unless such comments
     are inconsistent with the requirements of this Agreement. Owner shall not
     review or comment on any drawing or document submitted for information
     except on the grounds that the drawing or document is not in accordance
     with the requirements of this Agreement, except that Owner shall always be
     entitled to comment on or require a Change to any such drawing or document
     by directing a Change Order under Article 6. Owner's comments shall follow
     the guidelines set forth in Exhibit R-3.

          Owner's review of any drawing or document hereunder shall not be
     construed as constituting approval of Contractor's work, nor shall Owner's
     failure to review or failure to comment be construed as approval or
     disapproval. Contractor all times shall retain responsibility for a Scope
     of Work that meets the requirements of this Agreement, regardless of
     whether or not Owner has reviewed Contractor's drawings or documents.

          3.3.3 Owner's Right to Examine. Owner and its authorized
     representatives shall also have the right, at any time on reasonable
     notice, at the premises of Contractor or Subcontractor, to examine drawings
     or documents which have been or are being prepared by Contractor or any
     Subcontractor for the purposes of this Agreement, except drawings or
     documents containing proprietary manufacturing know-how which is
     confidential to Contractor or a Subcontractor.

          3.3.4 Compliance With Drawings. Contractor shall perform the Work and
     ensure that all Equipment is procured and supplied substantially in
     accordance with the final drawings and documents listed in Exhibit R-2 and
     submitted to Owner under this Section 3.3.

     3.4 Contractor's Personnel and Labor Relations.

          3.4.1 Site Staff. Contractor shall ensure that there are at all times
     at the Site sufficient suitably qualified and experienced personnel to
     supervise and perform the Work at the



                                       10

<PAGE>


     Site and to direct the operating and maintenance personnel in the start-up,
     commissioning and testing of the Facilities.

          3.4.2 Key Personnel. Contractor shall appoint suitably qualified and
     experienced Persons acceptable to Owner to fill the posts listed in Exhibit
     S. Contractor shall maintain such posts in connection with the Work as long
     as reasonably necessary to fulfill Contractor's obligations under this
     Agreement and shall not remove or replace personnel holding such posts
     without Owner's prior written approval, which approval shall not be
     unreasonably withheld or delayed, unless such persons cease to be in
     Contractor's employ. Contractor shall submit the resumes of the Persons
     nominated to fill the positions listed on Exhibit S to Owner for review,
     comment, or rejection not less than sixty (60) days prior to their
     appointment. One post designated on Exhibit S shall have full authority to
     act on behalf of Contractor for all purposes in connection with this
     Agreement. Contractor shall notify Owner of the normal workplace(s) of the
     Person who holds such post and provide Owner with a telephone number where
     such person can be reached twenty-four (24) hours a day, seven (7) days a
     week. Another post designated on Exhibit S shall be held by a Person
     employed at the Site from the commencement of Work on the Site until
     Mechanical Completion to supervise all work done on the Site and to receive
     all instructions related to Site activities given by or on behalf of Owner.
     Whenever such Person is absent from the Site, Contractor shall nominate a
     suitable Person to act as his or her deputy.

          3.4.3 Objection to Representative. Owner shall be entitled by notice
     to Contractor to object to any representative or Person listed on Exhibit S
     employed by Contractor in the execution of the Work who shall, in Owner's
     reasonable opinion, be incompetent or negligent, or engaged in misconduct,
     and Contractor shall promptly remove or ensure the removal of such Person
     from the Work and appoint a suitable replacement.

          3.4.4 Harmonious Labor Relations. Contractor shall use all reasonable
     efforts in the employment of labor and Subcontractors (whether directly or
     indirectly employed) so as not to cause any conflict or interference with
     or between the various trades, or any delay in the performance of
     Contractor's obligations. Contractor shall be responsible for all labor
     relations matters of its employees and those of its Subcontractors relating
     to the Work and shall use (and cause its Subcontractors to use) reasonable
     efforts to maintain harmony among their work forces. Contractor shall use
     (and cause its Subcontractors to use) reasonable efforts and judgment as an
     experienced contractor to adopt and implement policies and practices
     designed to avoid work stoppages, slowdowns, disputes, and strikes. Nothing
     herein shall require Contractor to enter into any collective bargaining
     agreements.

          3.4.5 Employment of Qualified Personnel. Whenever required by Law or
     GIP, Contractor will employ licensed personnel to perform professional
     services in performance of the Work.

     3.5 Governmental Authorization and Contractor Assistance. Contractor shall
obtain in a timely manner any Governmental Authorizations required for the Work
except those listed in Exhibit K-1 for which Owner is designated as responsible,
any other local construction Governmental Authorizations related to construction
work on the Site, as well as any completion certificates required by applicable
Law certifying that the Facilities have been built in accordance with all such
Governmental Authorizations and the as-built drawings. Contractor


                                       11

<PAGE>



shall promptly deliver to Owner copies of all such Governmental Authorizations.
Contractor shall give all notices and pay all fees required to be given or paid
to any Governmental Authority in relation to the Governmental Authorizations
which are Contractor's responsibility. Contractor shall use reasonable efforts
(including, but not limited to, providing documents and information requested by
Owner) to assist Owner in its efforts to obtain the Governmental Authorizations
for which Owner is designated as responsible under this Agreement. Contractor
acknowledges that (i) time is of the essence with respect to Contractor's
obligation under this Agreement to provide any documents required herein that
must be submitted by Owner to the Permitting Agencies to obtain the Governmental
Authorizations listed on Exhibit K-1, and (ii) it will take up to the processing
time listed in Exhibit K-1 to obtain such Governmental Authorizations and
Contractor has taken such time into consideration for purposes of the Project
Schedule and the Guaranteed Completion Date.

     3.6 Control of the Work. Except as otherwise provided under Section 3.8.3
and 3.18, Contractor shall be solely responsible for all construction means,
methods, techniques, sequences, procedures, safety and security programs in
connection with performance of the Work.

     3.7 Cleanup; Non-Interference. Contractor at all times shall keep the Site
reasonably free from waste materials or rubbish caused by its or its
Subcontractor's activities. During the period from Substantial Completion until
Final Completion, Contractor shall ensure that the performance of the Work does
not unreasonably interfere with the commercial operation of the Facilities. As
soon as practicable after Substantial Completion, Contractor shall remove
Contractor's Equipment and all waste material and rubbish from the Site and, to
the extent generated by the Work, from the surrounding areas.

     3.8 Safety and Emergencies.

          3.8.1 Precautions. Contractor shall be solely responsible for the
     safety of its operations and the operations of each Subcontractor.
     Contractor shall initiate and maintain reasonable safety precautions and
     programs designed to promote health and safety and prevent injury to
     Persons or damage to property on, about or adjacent to the Site. Contractor
     shall erect and maintain reasonable safeguards for the protection of
     workers and the public. Contractor shall exercise reasonable efforts to
     eliminate or abate all reasonably foreseeable safety hazards created by or
     otherwise resulting from performance of the Work. At least fifteen (15)
     days prior to commencement of activities at the Site, Contractor shall
     submit its Site safety procedures to Owner for review and comment, and to
     the extent applicable to commissioning, approval. Contractor shall take
     into account and appropriately revise its Site safety procedures as
     reasonably required in response to Owner's requirements.

          3.8.2 Emergencies. In the event of an emergency endangering life or
     property, Contractor shall take such action as may be necessary to prevent
     or mitigate injury, damage or loss and shall promptly notify Owner of any
     such emergency and the actions taken by Contractor.

          3.8.3 Owner Actions. Whenever Contractor has not complied with its
     obligations set forth in Section 3.8.1 or 3.8.2, creating an emergency
     requiring immediate action,



                                       12

<PAGE>


     Owner may take reasonable precautions, but the taking of such action by
     Owner, or Owner's failure to do so, shall not limit Contractor's liability
     or its obligations under this Agreement. Contractor shall reimburse Owner
     for the reasonable costs incurred by Owner in taking such precautions.

          3.8.4 Intentionally Omitted.

          3.8.5 Drug, Alcohol and Weapon-Free Workplace. The parties desire to
     provide a safe and productive work environment. The parties believe that
     the use, possession and/or distribution of (i) illegal/unauthorized drugs,
     (ii) alcohol or (iii) firearms or other weapons presents a serious threat
     to the safety of employees, visitors and others at the Site, or other
     premises owned, leased, or occupied by Owner. Without in any way shifting
     responsibility for safety from Contractor to Owner, Contractor's and
     Subcontractors' employees associated with the Work will comply with Owner's
     drug, alcohol and weapon policy as in effect from time to time during the
     term of this Agreement and communicated to Contractor, including, without
     limitation, the following:

               (1) while on or entering the Site or other premises owned, leased
          or occupied by Owner, search of personal and professional possessions,
          including, but not limited to, automobiles, trucks, briefcases, lunch
          boxes and person for (i) illegal/unauthorized drugs, (ii) alcohol, or
          (iii) firearms or other weapons. Failure to consent to such search
          shall be grounds for immediate removal from the Site or other premises
          owned, leased or occupied by Owner;

               (2) drug testing at any time while on the Site or other premises
          owned, leased or occupied by Owner or Owner. Failure to do so or
          failing any such test shall be grounds for immediate removal from the
          Site or other premises owned, leased or occupied by Construction
          Manager; and

               (3) failure of a Contractor's or Subcontractor's employee to
          agree and abide by such policy will be grounds for immediate removal
          from the Site or other premises owned, leased or occupied by Owner, or
          from any location under Owner's control that is associated with the
          Work.

     3.9 Financing Assistance. Contractor will make available to Owner and any
Lender (and any independent engineer or other consultants retained by Owner or
any Lender) information relating to the status of the Work, including but not
limited to information relating to the design, procurement, engineering,
construction, start-up, commissioning, and testing of the Facilities, and such
other matters as Owner reasonably may request. Contractor at its own cost shall
furnish such usual and customary consents to assignment, certifications and
representations and opinions of counsel, addressed to Owner and any Lender, as
may be reasonably requested by Owner or any Lender, it being understood that
Contractor shall be under no obligation to execute any documents or agreements
that require Contractor to assume obligations or responsibilities greater than
those existing under the this Agreement.

     3.10 Foreign Corrupt Practices Act. Contractor shall not act in violation
of the U.S. Foreign Corrupt Practices Act; in particular, Contractor shall not
make any payments, loans, or



                                       13

<PAGE>

gifts, directly or indirectly, to or for the use or benefit of any official,
employee, agency, or instrumentality of any government, political party, or
candidate thereof, public international organization or any other Person, the
payment of which would violate the laws of the United States of America, or the
country or countries where the Work is performed, in whole or in part.
Contractor shall indemnify, defend, and hold harmless Owner Indemnitees from and
against any and all Losses attributable to any failure of Contractor or any
Subcontractor to comply with this Section 3.10 in connection with the Work or
this Agreement.

     3.11 Compliance with Laws.

          3.11.1 Compliance and Indemnity. In performing its obligations under
     this Agreement, Contractor shall, and shall cause its Subcontractors to,
     ascertain and comply with all applicable Laws. Contractor shall indemnify,
     defend and hold harmless Owner Indemnitees from and against any and all
     Losses attributable to any failure of Contractor or any Subcontractor to
     comply with such Laws in connection with the Work or this Agreement.

          3.11.2 Divergences from Law. If Contractor becomes aware of any
     divergence between any applicable Law or Governmental Authorization and the
     Specifications, Scope of Work or any other provision of this Agreement, it
     shall immediately give Owner written notice specifying the divergence and
     its proposed Change for remedying such divergence. Following execution of
     an appropriate Change Order, which shall provide for any increase in
     Contract Price or Project Schedule only if such increase is due to a Change
     in Law, Contractor shall complete the Work in accordance with such Change
     Order.

          3.11.3 Changes in Law. If and to the extent that any Change in Law
     requires modification of the Facilities or change in the Work or the
     schedule, manner or sequence of execution of the Work as described in the
     Specifications, such Change in Law shall be deemed to be a Change to which
     the provisions of Article 6 shall apply. Each party shall notify the other
     as soon as it becomes aware of any Change in Law which may affect the
     Facilities or the Work, and shall provide the other party with information
     as required to enable the parties to comply with their obligations under
     this Agreement.

     3.12 Books and Records.

          3.12.1 Payments to Contractor. Contractor shall keep and maintain one
     set of records showing all payments made to Contractor by Owner. Such
     records shall be maintained at Contractor's main office in Richmond,
     Virginia for at least three (3) years after final payment to Contractor. At
     any reasonable time within three (3) years after final payment to
     Contractor, Owner and its representatives may inspect, copy and audit such
     records of (i) payments to Contractor for Work performed on a time and
     materials basis or other non-fixed price basis and (ii) sales, use and
     other taxes relating to the Work. If the audit determines that there has
     been an under or over payment, then the party owing money will promptly pay
     the amount due. Owner shall pay the costs of the audit.

          3.12.2 Intentionally Omitted.


                                       14

<PAGE>


     3.13 Taxes and Fees.

          3.13.1 The Contract Price does not include payment of taxes, fees,
     levies or other charges by Governmental Authorities, other than (i)
     personal taxes assessed against Contractor, including but not limited to
     taxes pertaining to social security, unemployment compensation and income,
     (ii) sales taxes (other than sales tax on processing equipment) and (iii)
     customs duties and taxes, if any, assessed against the Equipment in
     connection with its importation into the United States.

          3.13.2 Intentionally Omitted.

          3.13.3 Within a reasonable period after a request therefor, Contractor
     shall provide Owner with any information reasonably available to Contractor
     regarding quantities, descriptions, and costs of Equipment installed at the
     Facilities, which Owner shall deem necessary in connection with tax
     matters, in sufficient detail and in such a format as Owner reasonably may
     request.

     3.14 Access and Inspections, Correction of Defects.

          3.14.1 Right to Inspect. Owner and its authorized representatives
     (including any Lender or a representative of any Lender) at Owner's sole
     cost, shall (a) at all times have access to any place where Work is being
     performed to observe the Work and (b) upon reasonable advance notice to
     Contractor, and subject to compliance with reasonable safety precautions,
     have the right to maintain a reasonable presence at the Site. Contractor
     shall make arrangements and provide for such access. All such Persons shall
     have the right to be present during the designing, engineering, procuring,
     constructing, starting up, commissioning and testing of the Facilities and
     the Equipment, whether on or off the Site, and shall, by way of example and
     not limitation, have access to all test procedures, quality control reports
     and test reports and data, including all adjustment, installation, and
     alignment data for the Equipment. Contractor shall give notice of the tests
     and coordinate with Owner the tests provided for in this Agreement. In
     addition to Owner's other rights in this Agreement, in order to allow Owner
     and its authorized representatives to be present, Contractor shall give
     Owner at least five (5) Business Days advance notice of any system or
     equipment check-out or testing under Article 11 or with respect to which
     Owner specifically requests advance notice. Contractor also shall provide
     any other information in its possession relating to the Facilities or this
     Agreement reasonably requested by Owner or any of its authorized
     representatives including information necessary for Owner's performance of
     risk analysis, environmental and other studies.

          3.14.2 Correction of Defects. Contractor, at its sole cost, shall
     promptly correct any part of the Work which is defective or not in
     accordance with this Agreement, regardless of the stage of its completion
     or the time or place of discovery of such errors and regardless of whether
     Owner has previously accepted it through oversight or otherwise. However,
     if any part of the Work is discovered to be defective or not in accordance
     with this Agreement after Substantial Completion, correction of such part
     of the Work shall be governed by Article 12.



                                       15

<PAGE>


          3.14.3 Disclaimer. No inspection or review by Owner or its
     representatives shall constitute an approval, endorsement, or confirmation
     of any drawing, plan, specification, proposed Subcontractor or Work or an
     acknowledgment by Owner or such other Person that drawing, plan,
     specification, proposed Subcontractor or Work satisfies the requirements of
     this Agreement; nor shall any such inspection or review relieve Contractor
     of any of its obligations to perform the Work and furnish the Equipment so
     that the Facilities, when complete, satisfies all the requirements of this
     Agreement.

          3.14.4 Tear-Out. Prior to Substantial Completion, if Owner requests
     Contractor to tear out Work to inspect previously covered Work or Equipment
     and (a) such tear-out is required as a result of Contractor's failure to
     hold a witness or hold point as specified in Sections 3.14.5 and 3.14.6 or
     (b) the Work inspected is defective or not in accordance with this
     Agreement, then (and only then) Contractor shall bear the cost and time of
     such tear-out, repair and replacement.

          3.14.5 Witness & Hold Points Proposal. Contractor shall provide a
     complete list of proposed witness and hold points for Owner's review and
     approval. This list shall be included in its manufacturing and construction
     schedules for the Equipment, and shall be provided at least twenty (20)
     days prior to release for manufacturing of the applicable Equipment. Owner
     shall review and respond to such submittal within ten (10) days of receipt,
     either accepting the witness and hold points or requiring reasonable
     additional witness and hold points. The parties will develop a mutually
     agreed final list of witness and hold points, and Contractor shall submit
     such mutually agreed list to Owner prior to releasing such Equipment for
     manufacturing.

          3.14.6 Witness & Hold Points. Contractor shall provide a preliminary
     and final notification to Owner prior to reaching any of the witness or
     hold points established under Section 3.14.5. A preliminary notice shall be
     delivered at least fourteen (14) days prior to the witness or hold point. A
     final notice shall be delivered at least five (5) days prior to the witness
     or hold point. Owner at its election may witness the activity referenced in
     the witness or hold point, but Contractor is not required to wait for
     written approval to proceed past a witness or hold point.

     3.15 Security of the Site; Storage and Related Matters. Contractor shall
warehouse or otherwise provide appropriate temporary construction storage for
all Equipment at or in the vicinity of the Site. Contractor shall be responsible
for the proper security of all of the Work and Equipment on the Site and for the
proper provision of temporary roadways and footways on the Site as necessary to
secure the Work. All Equipment that is stored at a location other than the Site
shall be segregated from other goods and Contractor shall be responsible for the
security and protection of all Equipment stored or warehoused off the Site.
Contractor shall notify Owner of the location of such Equipment from time to
time.

     3.16 Cooperation and Non-interference. Contractor acknowledges and accepts
that Owner may engage other Persons to perform work or provide services in
connection with the completion of the Facilities which are not part of the Work
and which may or may not be performed at or adjacent to the Site (the "Out of
Scope Construction"). Contractor will cooperate in good faith and use its
reasonable efforts to coordinate performance of the Work so as to enable


                                       16

<PAGE>


any Person performing the Out of Scope Construction to complete its work in a
timely and efficient manner, provided that Contractor's ability to perform the
Work in accordance with this Agreement is not thereby impaired. If Owner
requires, Contractor shall attend coordination conferences with the Owner and
Persons performing Out of Scope Construction and shall cooperate so as to
interface the Work with the work of Owner and all Persons performing Out of
Scope Construction. If Contractor notifies Owner in writing that Owner or any
Persons performing Out of Scope Construction are failing to coordinate work with
Contractor's Work, then Owner shall promptly investigate the assertion, and
commence such corrective measures as Owner deems necessary or appropriate. Any
difference or conflict which may arise over the Work between Contractor and
Owner or any Persons performing Out of Scope Construction shall be adjusted by
Owner, subject to Contractor's right to a Change Order under Article 6 for costs
and delay and subject to the dispute resolution procedure in Article 19.

     3.17 No Liens.

          3.17.1 Creation of Liens. Provided Contractor is paid in accordance
     with the terms of this Agreement, Contractor shall not directly or
     indirectly create, incur, assume or suffer to be created by it or any
     Subcontractor, employee, laborer, materialman or other supplier of goods or
     services, any right of retention, claim, lien, charge or encumbrance on the
     Site, the Facilities or any part thereof or interest therein (each a
     "Contractor Lien"). Contractor shall promptly pay or discharge (by bond or
     otherwise), and discharge of record, or provide security reasonably
     acceptable to Owner with respect to, any such Contractor Lien or other
     charge which, if unpaid, might be or become a Contractor Lien. Contractor
     shall immediately notify Owner of the assertion of any Contractor Lien. To
     the extent Contractor has a bona fide dispute with a Subcontractor,
     Contractor may post a bond on a form and with a surety reasonably
     satisfactory to Owner sufficient to satisfy any such Subcontractor's claim.

          3.17.2 Intentionally Omitted.

          3.17.3 Discharge of Liens. Provided Owner has paid Contractor in
     accordance with the terms of this Agreement, upon Contractor's failure to
     promptly pay, discharge (by bond or otherwise) or provide security
     reasonably acceptable to Owner for any Contractor Lien within thirty (30)
     days of notice of the existence thereof from any source, Owner may pay or
     discharge such Contractor Lien and, upon the payment or discharge thereof,
     shall be entitled to immediately recover from Contractor the amount thereof
     together with all expenses incurred by it in connection with such payment
     or discharge or to set off all such amounts against any sums owed by Owner
     to Contractor.

          3.17.4 No Waiver of Contractor Rights. Nothing in this Section 3.17
     shall be construed as a limitation on or waiver by Contractor of any of its
     rights to encumber the Facilities or the Site as security for any unpaid
     payments owed to it by Owner hereunder; provided that Contractor may
     exercise such right only after providing Owner with five (5) days' prior
     written notice of its intent to do so and provided further that Owner (or
     any Lender on behalf of Owner) shall not have made such payment within the
     five (5) day period.


                                       17

<PAGE>

     3.18 Hazardous Substances, Endangered Species, Archaeological Discoveries
and Ground Risk.

          3.18.1 Existing. Upon the discovery of any Hazardous Substances
     existing on the Site (which were not brought to the Site by Contractor or a
     Subcontractor), or of any article of value or antiquity or of
     archaeological or geotechnical interest, Contractor shall (a) promptly
     cease work in the affected area and direct its workers and Subcontractors
     not to remove or further disturb the material or item; (b) promptly notify
     Owner of such discovery; (c) use all reasonable efforts to mitigate the
     effects of any such discovery on the Site, any property or Person, and the
     performance of the Work; and (d) follow any and all directions of Owner or
     its representatives with respect to such discoveries. Contractor shall not
     under any circumstances be required to remediate, remove, from the Site, or
     for otherwise making safe in accordance with applicable Law, any Hazardous
     Substances for which Contractor is not responsible under Section 3.18.2.
     Except to the extent resulting from Contractor's breach of its obligations
     under Section 3.18, Contractor shall be entitled to a Change Order under
     Article 6 equitably adjusting the Contract Price and Project Schedule to
     the extent materially and adversely impacted by discovery of Hazardous
     Substances or items of value or archaeological or geotechnical interest.
     Any item of value or archaeological or geotechnical interest shall, as
     between Owner and Contractor, be deemed the property of Owner.

          3.18.2 Hazardous Substances Control. Contractor shall provide Owner a
     list of any Hazardous Substances to be installed or otherwise incorporated
     into the Facilities or used in performing the Work. Contractor shall not,
     nor shall it permit any Subcontractor, directly or indirectly, to bring any
     other Hazardous Substances on the Site or to permit the manufacture,
     storage, transmission or presence of any Hazardous Substance over or upon
     the Site, except in accordance with applicable Law, or to release,
     discharge or otherwise dispose of any Hazardous Substances on or from the
     Site. Contractor shall be liable for and shall perform all necessary
     clean-up, removal, disposal and remediation in accordance with Law of any
     Hazardous Substances for which it is responsible under this Section 3.18.2.

          3.18.3 Site Conditions. The Facilities design will be consistent with
     prudent geotechnical engineering practices and the surface and subsurface
     conditions of the Site (both natural and man made). Contractor established
     the Contract Price, Guaranteed Completion Date and Project Schedule based
     on the Scope of Work, Specifications and other requirements of this
     Agreement. If during the performance of the Work, Contractor encounters
     unknown or materially unusual or abnormal geotechnical, subsurface or
     surface conditions (or the existence at or around the Site of endangered or
     protected animal or plant species) which would not reasonably have been
     anticipated by Contractor based on the information provided to Contractor
     and Contractor's limited visual examination of the Site, then Contractor
     shall be entitled to a Change Order under Article 6 equitably adjusting the
     Contract Price and Project Schedule to the extent materially and adversely
     impacted by such conditions.

          3.18.4 Hazcomm Procedure. Contractor is solely responsible for the
     health and safety of its employees. Contractor shall comply with all
     applicable occupational health and safety requirements. Without limiting
     the foregoing, Contractor shall develop and implement a written hazard
     communication program including labels and other forms of warning, material



                                       18

<PAGE>


     safety data sheets (MSDS), and employee information and training as
     required under applicable Law.

          3.18.5 No Disclosure. Contractor will not make any public statement
     nor communicate with any third party (other than a Subcontractor or
     consultant to the extent such disclosure is reasonably required for
     Contractor to perform its obligations under this Agreement) regarding any
     Hazardous Substances on the Site, including any governmental agency or the
     Owner of the Site, except to the extent required by Law (and in that event
     Contractor shall notify Owner prior to disclosure so that Owner may make
     any disclosure required of itself).

     3.19 Traffic and Special Loads. Contractor shall carry out the Work so as
not to interfere unnecessarily or improperly with access to or use of public or
private roads, railroads, footpaths or of properties whether in the possession
of Owner or of any other Person. Contractor shall liaise with, and ascertain the
requirements of, all Persons in relation to vehicular access to and egress from
the Site and shall comply with those requirements. Contractor shall use every
reasonable means to prevent damage to any highway or bridge by any traffic of
Contractor or any Subcontractor. In particular, but without limitation,
Contractor shall select routes, choose and use vehicles, and restrict and
distribute loads so that any such traffic as will inevitably arise from moving
Equipment to and from the Site shall be limited as far as reasonably possible,
and so that no damage (beyond reasonable wear and tear) will be caused to
highways and bridges. Contractor shall be responsible for routing for delivery
of heavy or large loads to the Site. Contractor shall repair any damage beyond
normal wear and tear.

     3.20 Waterborne Traffic. Where the nature of the Work is such as to require
the use by Contractor of waterborne transport, the provisions of Section 3.19
shall apply and be construed as though the terms "road," "bridge" and "highway"
include each lock, dock, terminal, sea wall or other structure related to a
waterway and the term "vehicle" includes watercraft.

     3.21 Quality Assurance. Contractor shall establish and maintain a quality
assurance and quality control program, as may be amended from time to time with
the approval of Owner (such approval not to be unreasonably withheld), and shall
submit such program to Owner for review and approval five (5) days prior to the
Notice to Proceed Effective Date. Owner may engage third party services to
monitor and audit Contractor's quality assurance and quality control program.
Owner's engagement of third party services shall be in addition to the
inspection services procured by Contractor to comply with Law. Such monitoring
shall be conducted so as to not unreasonably interfere with performance of the
Work. If Owner conducts an audit of the quality assurance and control procedures
and determines that they are not being complied with, Owner may notify
Contractor of the discrepancies and Contractor shall promptly correct the
discrepancies.

     3.22 Intentionally Omitted.

     3.23 Intentionally Omitted.

                                   ARTICLE 4.

                            OWNER'S RESPONSIBILITIES

     4.1 Intentionally Omitted.



                                       19

<PAGE>


     4.2 Payment. Owner shall timely pay the Contract Price and all other sums,
if any, required to be paid by it to Contractor pursuant to the terms of this
Agreement, in each case in accordance with the provisions of Article 7.

     4.3 Access to Site and Rights of Way. Owner shall provide at Owner's
expense, commencing not later than the date specified in the Project Schedule
and continuing until Final Completion, such access to the Site as is reasonably
required in order to allow Contractor to perform the Work in accordance with the
Project Schedule. Owner at its cost will arrange for all easements or other
rights of way as is reasonably required to grant Contractor such access in
accordance with the above until Final Completion.

     4.4 Governmental Authorizations. Owner shall obtain in a timely manner the
Governmental Authorizations listed in Exhibit K-1 for which it is designated as
responsible. Owner shall promptly deliver to Contractor copies of all such
Governmental Authorizations. Owner shall give all notices and pay all fees
required to be given or paid to any Governmental Authority in relation to the
Governmental Authorizations which are Owner's responsibility. Owner shall use
reasonable efforts (including, but not limited to, providing documents and
information requested by Contractor) to assist Contractor in its efforts to
obtain the Governmental Authorizations for which Contractor is designated as
responsible under this Agreement.

     4.5 Operating Personnel.

          4.5.1 Qualified Personnel for Training. Owner shall supply, or cause
     to be supplied, by not later than the date set out in the Project Schedule,
     suitably qualified and, where necessary, licensed operators for training by
     Contractor as set forth in Exhibit O. Owner shall supply, or cause to be
     supplied, such small tools, classrooms, office equipment and other similar
     equipment that is not provided by Contractor under this Agreement to
     facilitate on the job training of the operations personnel, so long as
     Contractor has notified Owner in adequate time of the equipment and
     facilities that will be required.

          4.5.2 Intentionally Omitted.

     4.6 Owner's Representative(s). On or before the Notice to Proceed Effective
Date, Owner shall designate one or more representatives (the "Owner's
Representative"), who shall be authorized to act on behalf of Owner, with whom
Contractor may consult at all reasonable times, and whose instructions,
approvals, requests and decisions shall be binding upon Owner as to all matters
pertaining to this Agreement and the performance of Owner's obligations under
this Agreement; provided, however only a corporate officer of Owner, and not the
Owner's Representative, shall have the authority to agree to a Change Order or
amend this Agreement. Upon execution of this Agreement, Owner shall inform
Contractor in writing of Owner's corporate officer who shall have authority to
agree to a Change Order, to amend this Agreement and to deal with all matters
outside the authority of Owner's Representative. Owner may change such
authorized personnel at any time by written notice to Contractor. Owner may
change Owner's Representative, or authorized personnel, at any time by written
notice to Owner and Contractor.



                                       20

<PAGE>

     4.7 Divergences from Law. If Owner becomes aware of any divergence between
any applicable Law or Governmental Authorization and the Specifications, Scope
of Work, or any other provision of this Agreement, it shall give Contractor
written notice specifying the divergence.

     4.8 Foreign Corrupt Practices Act. Owner shall not act in violation of the
U.S. Foreign Corrupt Practices Act; in particular, Owner shall not make any
payments, loans, or gifts, directly or indirectly, to or for the use or benefit
of any official, employee, agency, or instrumentality of any government,
political party, or candidate thereof, any international public organization or
any other Person, the payment of which would violate the laws of the United
States of America, or the country or countries where the Work is performed, in
whole or in part. Owner shall indemnify, defend and hold harmless Contractor and
its Subcontractors from and against any and all Losses attributable to Owner's
failure to comply with this Section 4.8 in connection with the Work or this
Agreement.

     4.9 Compliance with Law. In performing its obligations under this
Agreement, Owner shall ascertain and comply with all applicable Laws. Owner
shall indemnify, defend and hold harmless Contractor and its Subcontractors from
and against any and all fines, penalties, related costs and expenses, including
reasonable legal expenses and costs, attributable to Owner's failure to comply
with such Laws in connection with performance of Owner's obligations under this
Agreement.

                                   ARTICLE 5.

                              COMMENCEMENT OF WORK

     5.1 Commencement of Work.

          5.1.1 Notice to Proceed. Owner may issue a written notice to proceed
     (the "Notice to Proceed") to Contractor so long as all of the following
     have occurred:

               5.1.1.1 the insurance required to be obtained by Owner under
          Article 9 is in effect;

               5.1.1.2 Owner has provided Contractor with evidence, reasonably
          acceptable to Contractor, that Owner can perform its payment and other
          financial obligations under this Agreement;

               5.1.1.3 Contractor has rights-of-way access to the Site as
          reasonably needed to meet the Project Schedule; and

               5.1.1.4 The permits to be obtained by Owner under Exhibit K-1, to
          the extent required prior to performance of the Work, have been
          obtained.

          The date the Notice to Proceed is issued is the "Notice to Proceed
     Effective Date."


                                       21

<PAGE>



          5.1.2 Commitments. Owner shall have no commitment to compensate
     Contractor for the performance of Work under this Agreement or related to
     the Facilities until Owner has given the Notice to Proceed.

     5.2 Project Schedule.

          5.2.1 Preparation. Within thirty (30) days following the Notice to
     Proceed Effective Date, Contractor shall prepare and submit to Owner a
     detailed construction schedule (the "Project Schedule"), which shall be
     designed to have the Work completed on a timely basis by the Guaranteed
     Completion Date. The Project Schedule shall be complete in all respects,
     covering engineering, procurement, delivery of Equipment, activities at the
     Site and required dates for all items to be furnished by Owner.

          5.2.2 Revision and Updating. Contractor shall promptly inform Owner of
     any proposed material change affecting the critical path in the Project
     Schedule, and shall furnish Owner with a revised schedule. The Project
     Schedule shall be kept up-to-date, taking into account the actual progress
     of the Work and shall be revised, if necessary, and included with the
     progress report required by Section 5.3.

     5.3 Progress Reports and Consultation.

          5.3.1 Progress Reports. Contractor shall meet with the Owner monthly,
     or more often as may be requested by the Owner, to review the progress of
     the Work. At a minimum, the meeting shall cover a description of the
     progress of the Work, the proposed future course and progress of the Work,
     the status of the supply of goods, materials and Equipment necessary for
     completion of the Work, a comparison of the actual schedule of the Work
     with the Project Schedule, an evaluation of problems and deficiencies and a
     description of any planned corrective action with respect thereto, and the
     status of obtaining or satisfying Governmental Authorizations. Minutes of
     the monthly and other progress meetings shall be kept by Contractor and
     distributed to the attendees. If Owner so directs, Contractor also shall
     conduct appropriate review meetings at mutually agreeable locations with
     representatives of Owner to review the status of the Work. Contractor shall
     promptly notify Owner in writing at any time if Contractor has reason to
     believe that there will be a material deviation in the Project Schedule
     which may result in Contractor failing to meet the Guaranteed Completion
     Date or may affect the time required for Owner to perform any of its
     obligations under Article 4. Contractor will specify in said notice any
     corrective action planned to be taken by Contractor.

          5.3.2 Additional Reports. Should any material problem, emergency,
     strike, injury, work stoppage, or legal problem be anticipated, or any
     unanticipated event occur which might adversely affect Contractor's ability
     to perform its obligations hereunder in a timely manner, Contractor shall
     promptly notify Owner.

          5.3.3 Project Controls. Contractor shall maintain a project controls
     system as reasonably requested by Owner.



                                       22

<PAGE>

                                    ARTICLE 6.

                                     CHANGES

     6.1 Change Orders. Except as set forth in Section 6.6, no Change shall be
made except in accordance with a duly issued Change Order executed in writing by
a corporate officer of Owner and Contractor or as determined in any dispute
resolution in accordance with Article 19. All Change Orders shall contain full
particulars of the Changes, and any adjustments of the Contract Price, Project
Schedule, Guaranteed Completion Date or End Date, and any other modification to
this Agreement.

     6.2 Owner Directed Changes. Owner, at any time, by written notice to
Contractor, may direct Changes in the Work consisting of additions, deletions,
modifications, substitutions, or other Changes within the general scope of this
Agreement. Such Changes include without limitation costs Contractor incurs as a
result of Owner's request that Contractor price out a proposed Change, even if
Owner ultimately decides not to implement the proposed Change.

     6.3 Contractor Changes. Contractor may and as provided in Sections 6.5 and
6.8.1 must, by written notice, request a Change. Within fifteen (15) Business
Days after receipt of Contractor's request and any supporting documentation
reasonably requested by Owner, Owner will notify Contractor of its acceptance or
rejection of such request. Upon Owner's approval of such request and agreement
on the terms of an associated Change Order, Contractor may proceed with
implementation of such Change. If Owner elects not to proceed with any Change
requested by Contractor resulting from a Change in Law, then Contractor shall
have no liability under this Agreement for the consequences of such election not
to proceed with such Change. If Owner elects not to proceed with any Change
requested by Contractor other than resulting from a Change in Law, then
Contractor shall continue to perform its obligations under this Agreement,
provided Contractor's rights under the dispute resolution provisions of this
Agreement shall not be waived.

     6.4 Definition of Change. A Change may result only from Owner directed
changes under Section 6.2, Contractor requested changes agreed to by Owner under
Section 6.3, Owner Delay, Force Majeure, Change in Law, or suspension of the
Work under Section 16.4 or otherwise expressly provided in this Agreement.

     6.5 Adjustments to Agreement. If any Change causes an increase or decrease
in the cost of or time required for performance of this Agreement by Contractor
or otherwise affects any provision of this Agreement and either party to this
Agreement is entitled to an adjustment as a result of such Change, then an
adjustment will be made to the Contract Price, Project Schedule, Guaranteed
Completion Date or End Date, or any other provisions of this Agreement which are
affected by such Change. When Contractor is notified of or becomes aware of a
Change, Contractor shall promptly, and in any event within seven (7) days,
prepare and submit to Owner, to the extent such information is reasonably
available, an estimate of the increase or decrease, if any, in the cost and time
required to complete the Work, together with an explanation of the basis for
such estimate, and shall inform Owner whether, in Contractor's opinion, such
Change should result in an adjustment under this Agreement, specifying the
relevant provision of this Agreement. The explanation of the basis for a cost
Change shall include, as appropriate, relevant cost information regarding the
portion of the original cost estimate that is affected by the



                                       23

<PAGE>

Change, vendor pricing for the cost of Equipment added or deleted by the Change,
and estimated quantities of Equipment, other materials and labor added or
deleted by the Change. If Contractor and Owner fail to agree on Contractor's
entitlement to an adjustment or the nature of such adjustment, then the
provisions of Article 19 shall be invoked to resolve the dispute.

     6.6 Performance of Changes. If the parties are unable to agree on the
adjustments applicable to a Change, then Contractor shall, if directed by Owner
in order to avoid an adverse impact on the Project Schedule, nevertheless
proceed to perform such Change on a time and materials basis consistent with
Exhibit F, and any dispute between the parties shall be resolved in accordance
with Article 19.

     6.7 Other Provisions Unaffected. Except to the extent a Change specifically
amends one or more provisions hereof, all provisions of this Agreement shall
apply to all Changes, and no Change shall be implied as a result of any other
Change.

     6.8 Change in Law or Owner Delay.

          6.8.1 Notice to Owner. Contractor shall give timely notice to Owner of
     any event or circumstance that Contractor believes is or might become an
     Owner Delay or Change in Law, which notice shall include the information
     required with respect to the associated Change that is required to be
     provided by Contractor under Section 6.5. Such notice shall be issued
     promptly but in no event later than within ten (10) days following actual
     knowledge of such event or circumstance by Contractor. If it is
     impracticable to specify the adjustments that Contractor will claim, then
     Contractor shall provide Owner with periodic supplemental notices during
     the period the event or circumstance continues to keep Owner informed of
     any change, development, progress or other relevant information concerning
     the event or circumstance.

          6.8.2 Mitigation of Event. Contractor shall use reasonable efforts to
     remove or mitigate the delay or other effects of any Owner Delay or Change
     in Law but shall not, without Owner's approval as set forth in a Change
     Order issued with respect thereto, be required to: (a) subcontract
     additional Work or work additional hours for which premium time is payable,
     (b) schedule additional work shifts, or (c) otherwise incur additional
     costs, if, in any such case, such subcontracting, additional hours,
     additional shifts or other additional costs would not have been required to
     meet the Guaranteed Completion Date in effect prior to the occurrence of
     such Owner Delay or Change in Law.

                                   ARTICLE 7.

                     CONTRACT PRICE; PAYMENTS TO CONTRACTOR

     7.1 Contract Price. The Contract Price is defined in Exhibit C-1.

     7.2 Payment of Contract Price.

          7.2.1 Payment Schedule. The Contract Price shall be paid to Contractor
     when due hereunder according to the Schedule of Values.

          7.2.2 Monthly Invoices. On or before the Notice to Proceed Effective
     Date, and thereafter on or before the tenth (10th) day of each month during
     the performance of the Work,



                                       24

<PAGE>


     Contractor shall furnish to Owner a detailed invoice in the form of Exhibit
     C-5 (an "Invoice") for the period ending on the last day of the month
     preceding such month, based upon the Schedule of Values, and such
     supporting documentation and additional data as Owner may reasonably
     require to substantiate Contractor's right to payment under this Section
     7.2.

          In connection with each Invoice, Contractor shall provide to Owner and
     such other persons as Owner may designate a certificate to the effect that:

               (1) the Work is progressing in accordance with the Project
          Schedule except as agreed by Owner in connection with any prior
          Invoice or as set forth in such certificate;

               (2) the quality of all Work described in the Invoice is in
          accordance with the terms of this Agreement;

               (3) Contractor is entitled to payment of the amount invoiced;

               (4) Contractor has paid all Subcontractors for Work previously
          invoiced, and paid to Contractor by Owner, in accordance with Law, the
          applicable Subcontract and this Agreement (other than amounts
          Contractor is contesting, as to which Contractor shall not request
          payment from Owner) and has or will pay the Site, Work, materials and
          Equipment (or any portion thereof) described in the Invoice and all
          previous Invoices are free and clear of all Contractor Liens (even if
          Contractor is contesting the amount due), other than any Contractor
          Liens extinguished upon receipt of payment by Contractor in respect of
          such Invoice or with respect to which the Contractor has posted Lien
          Security; and

               (5) each of the representations and warranties made by Contractor
          in Article 15 of this Agreement was true and correct when made and
          remains true and correct on the date of such Invoice.

          Contractor also shall supply such other information as reasonably
     required by Owner.

          7.2.3 Monthly Payments. Subject to Section 7.2.4, after Owner has
     issued the Notice to Proceed, Owner shall pay to Contractor within twenty
     (20) days following the date Owner receives each invoice under Section
     7.2.2 the full undisputed amount specified in such Invoice. All payments
     made by Owner to Contractor hereunder shall be made by wire transfer of
     immediately available funds to the account of Contractor designated by
     written notice to Owner.

          7.2.4 Retainage. Ten percent (10%) of each Invoice (other than
     invoices related to Contractor's direct labor and materials cost - that is,
     not subcontracted costs) shall be withheld as retainage (the "Retainage").
     The Retainage shall be retained by Owner until the Work is Substantially
     Complete, at which time 100% of the Contract Price shall be paid to
     Contractor, less the Punchlist Withholding as provided in Section 11.5.2
     hereof.

          7.2.5 Final Payment. When the Work has reached Final Completion,
     Contractor shall submit to Owner a final invoice and an affidavit that all
     payrolls, payroll taxes,



                                       25

<PAGE>


     liens, charges, claims, demands, judgments, security interests, bills for
     materials and Equipment, and other indebtedness for which Contractor may in
     any way be responsible, have been paid or released, or will be paid out of
     the proceeds of the final payment, as the case may be. The affidavit shall
     be accompanied by releases and waivers of liens substantially in the form
     of Exhibit D-1 from Contractor and each of its Subcontractors having a
     subcontract value in excess of $100,000.00, and such other data as Owner or
     any Lender may reasonably request establishing payment of or surety for
     payment of all such obligations. To the extent there is a bona fide dispute
     with a Subcontractor, Contractor may post a bond, in a form and with a
     surety reasonably satisfactory to Owner to protect Owner's interests.

     7.3 Payments Not Waiver or Acceptance of Work. No payment made by Owner
under this Agreement shall constitute a waiver of any claim or right Owner may
have at that time or thereafter, including claims regarding unsettled liens,
warranty rights and indemnification obligations of Contractor. No payment made
by Owner under this Agreement shall be considered or deemed to represent that
Owner has inspected the Work or checked the quality or quantity of the Work or
that Owner knows or has ascertained how or for what purpose Contractor has used
sums previously paid, and shall not be deemed or construed as an approval or
acceptance of any Work or as a waiver of any claim or right Owner may have. All
payments shall be subject to correction or adjustment in subsequent progress
reviews and payments.

     7.4 Payments Withheld. Owner may withhold payment on an Invoice or a
portion thereof in an amount and to such extent as may be reasonably necessary,
subject to the dispute resolution provisions of Article 19 (including if
necessary Fast Track Arbitration under Section 19.2) to protect Owner from loss
because of:

          (a) Work that is not in conformance with this Agreement and has not
     been remedied under Section 3.14.2 or the warranty provisions of Article
     12;

          (b) third party suits, stop notices or liens for which Contractor is
     responsible under this Agreement, whether directly or pursuant to any
     indemnification obligation hereunder, made on or filed against any Owner
     Indemnitee or with respect to the Work, the Site or the Facilities, or any
     portion thereof, and not cleared by Contractor by payment, letter of
     credit, deposit, bond or otherwise to Owner's reasonable satisfaction or
     covered by Lien Security posted by Contractor within ten (10) days after
     filing or receipt of notice by Owner, whichever is earlier, even if
     Contractor is contesting the amount due;

          (c) uninsured damage to Owner, any Subcontractor or Owner Indemnitee
     which results solely from Contractor's failure to obtain or maintain the
     insurance required by the provisions of Article 9;

          (d) Contractor's failure to pay Subcontractors, or for labor,
     materials or equipment, except to the extent Contractor is contesting the
     amount due;

          (e) Contractor's failure to submit proper Invoices with all required
     attachments and supporting documentation; or

          (f) Contractor's failure to comply with any material provision of this
     Agreement.



                                       26

<PAGE>

     7.5 Payment of Subcontractors. Contractor shall promptly pay, in accordance
with the terms and conditions set forth in the respective Subcontract, each
Subcontractor the amount to which said Subcontractor is entitled. Contractor, by
an appropriate agreement with each Subcontractor, shall require each
Subcontractor to make timely payments to its laborers, suppliers, and
subcontractors in a similar manner.

     7.6 Waiver of Liens. As a condition precedent to Owner's obligation to make
progress payments under this Agreement, Contractor shall supply Owner with
releases and waivers of liens for the amount of the progress payment covered by
the relevant invoice substantially in the form of Exhibit D-2 from Contractor
and each of its Subcontractors having a subcontract value in excess of
$100,000.00.

     7.7 Interest and Disputed Invoices. Amounts not paid by either party to the
other when due under any provision of this Agreement, including the provisions
of this Article 7, shall bear interest from the date payment was originally due
to and including the actual date of payment at the Default Rate. If there is any
dispute about any amount invoiced by Contractor, the amount not in dispute shall
be promptly paid and any disputed amount which is ultimately determined to have
been payable shall be paid with interest at the Default Rate from the date the
item was payable to and including the actual date of payment.

                                   ARTICLE 8.

                             TITLE AND RISK OF LOSS

     8.1 Title.

          8.1.1 Warranty of Title. Contractor warrants good title to all Work,
     Equipment and materials to be incorporated in the Facilities and warrants
     and guarantees that title, when it passes to and vests in Owner as
     described in this Section 8.1, will be free and clear of any and all liens,
     claims, charges, security interests, encumbrances, and rights of other
     Persons arising as a result of any actions or failure to act of Contractor,
     its Subcontractors, or their employees or representatives.

          8.1.2 Title to Work. Title to all Work, materials and Equipment shall
     pass to Owner at the time of Owner's payment to Contractor for such Work,
     materials and Equipment. Contractor and its Subcontractors providing
     Equipment under this Agreement shall clearly mark all work in progress and
     during the manufacturing and assembly as being prepared for the Facilities
     so as to distinguish such material from material in preparation for other
     facilities or projects.

          8.1.3 Title to Drawings. Title to drawings, designs, plans,
     specifications, and like materials specifically prepared as part of the
     Work shall pass to Owner upon payment to Contractor in accordance with the
     Schedule of Values for the Work to prepare such materials. If Contractor
     does not own title to any of such drawings, designs, plans, specifications
     and like materials, Contractor shall cause a perpetual, irrevocable,
     non-exclusive, transferable, royalty-free license to be granted to Owner to
     use and reproduce any such drawings, designs, plans, specifications, and
     other design documentation necessary or useful for the purposes of
     constructing, operating, maintaining, rebuilding, repairing, altering and
     expanding the Facilities.



                                       27

<PAGE>

     Owner shall have the right to assign such license in any manner desired
     including assignment to any Lender in connection with granting a security
     interest in the Facilities, to a purchaser of the Facilities or to any
     subsequent assignee of the same. Owner may retain the necessary number of
     copies of all such documents for the purposes allowed by the license. Any
     use by Owner, other than for the purposes of facilitating or completing
     construction, maintenance, operation, modification, replacement or repair
     of the Facilities shall be at Owner's risk, and Owner agrees to indemnify,
     defend, and hold Contractor and Contractor's design professionals harmless
     from any claims arising out of the use of said documents, except for the
     purposes stated above.

     8.2 Risk of Loss.

          8.2.1 Prior to Substantial Completion. Notwithstanding passage of
     title as provided in Section 8.1, Contractor shall bear the risk of loss of
     and damage to, and shall be obligated to repair, replace, or reconstruct,
     all or any portion of the Work which is lost, damaged or destroyed prior to
     Substantial Completion.

          8.2.2 After Substantial Completion. After Substantial Completion, to
     the extent Contractor shall continue to perform Work on Punchlist Items,
     then Contractor shall remain responsible, in connection with the
     performance of such Work, for the risk of loss of and damage to, and shall
     be obligated to replace, repair or reconstruct, any previously completed
     and turned over Work to the extent any loss of or damage to such Work is
     caused by the fault or negligence of Contractor, any of its Subcontractors
     or any Person acting under the direction and control of Contractor or any
     Subcontractor.

          8.2.3 Release of Insurance Proceeds. Notwithstanding Sections 8.2.1
     and 8.2.2, Contractor shall not be obligated to repair, replace or
     reconstruct the whole or any part of the Facilities which is lost, damaged
     or destroyed by an event which is covered by insurance obtained by Owner
     under Article 9 (excluding, for the avoidance of doubt, any Delay in
     Start-Up insurance obtained by Owner) to the extent that proceeds in
     respect of such loss, damage, or destruction are not made available to
     Contractor under any financing arrangement entered into by Owner or Owner
     with any Lender or under any consent to assignment or other instrument
     entered into between the Lenders and Contractor pursuant to Section 3.9.

     8.3 Use by Owner. Subject to Contractor's consent, Owner may occupy or use
any complete or partially completed portion of the Facilities at any stage,
provided such occupancy or use is approved by the builders' all risk and
property insurer (unless the risk management departments of both Owner and
Contractor confirm that such approval is not necessary) and provided such
occupancy or use (i) does not interfere with the Project Schedule, and (ii) is
in compliance with Law and is for the purpose that such portion of the
Facilities was intended. In the event of partial occupancy or use prior to
Substantial Completion, Owner and Contractor shall amend this Agreement to
allocate to Owner the care, custody, control and risk of loss and damage of such
completed or partially completed portion of the Facilities, to the extent
reasonably required in connection with the nature of the Facilities Owner elects
to partially occupy.


                                       28

<PAGE>

                                    ARTICLE 9.

                                    INSURANCE

     9.1 Contractor's Insurance.

          9.1.1 Required Coverages. Commencing with the Notice to Proceed
     Effective Date, and thereafter until the end of the Warranty Period,
     Contractor will obtain and maintain at its expense the insurance described
     on Exhibit H-1 with (a) an insurance company or companies licensed to do
     business as required by applicable law and rated "A-XIII" or better by
     Best's Insurance Guide and Key Ratings or equivalent, (b) an insurance
     company or companies which is or are not so rated provided that in such
     case the risk placed with such insurance company or companies is either
     reinsured with or the subject of contingency liability cover obtained and
     maintained with an insurance company or companies which is or are so rated
     or (c) an insurance company or companies otherwise reasonably acceptable to
     Owner.

          9.1.2 Requirements of Contractor's Insurance. The insurance provided
     by Contractor under this Section 9.1 shall be primary unless stated
     otherwise in Exhibit H-1 as respects claims of its employees and of third
     parties to the extent arising out of Contractor's performance of its
     obligations under this Agreement, and any similar insurance obtained and
     maintained by Owner, or any Lender shall be excess of and shall not
     contribute with such insurance except as specifically stated herein. In
     addition, all such insurance shall include those provisions set forth on
     Exhibit H-1.

          9.1.3 Payment of Deductibles. The insurance provided by Contractor
     under this Section 9.1 shall have the deductibles provided in Exhibit H-1
     and Contractor shall be solely responsible for the payment of all such
     deductible amounts, unless the loss or damage is caused in whole or in part
     by the fault or negligence of Owner, in which case the deductible shall be
     apportioned between Contractor and Owner in proportion to the degree of
     fault of each.

     9.2 Owner's Insurance.

          9.2.1 Required Coverage. Commencing with the Notice to Proceed
     Effective Date, Work and thereafter until Substantial Completion, Owner
     shall obtain and maintain the insurance described in Exhibit H-2 with (a)
     an insurance company or companies licensed to do business as required by
     applicable law and rated "A-XIII" or better by Best's Insurance Guide and
     Key Ratings or equivalent, (b) an insurance company or companies which is
     or are not so rated provided that in such case the risk placed with such
     insurance company or companies is either reinsured with or the subject of
     contingency liability cover obtained and maintained with an insurance
     company or companies which is or are so rated or (c) an insurance company
     or companies otherwise reasonably acceptable to Contractor. Upon
     Substantial Completion, Owner shall provide and maintain insurance on the
     completed Work for the full insurable value thereof. Owner assumes all risk
     of loss or damage to the completed Work to the extent not covered by such
     insurance, including any deductibles. Owner waives all rights of recovery
     and subrogation against Contractor and its subcontractors for such risks
     after Substantial Completion.


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<PAGE>


          9.2.2 Requirements of Owner's Insurance. The insurance provided by
     Owner under this Section 9.2 shall be primary, unless stated otherwise in
     Exhibit H-2, as respects loss of or damage to the Work or the Facilities,
     and any similar insurance of Contractor or its Subcontractors shall be
     excess of and shall not contribute with such insurance. In addition, all
     such insurance shall include those provisions set forth in Exhibit H-2.

          9.2.3 Payment of Deductibles. The insurance provided by Owner under
     Section 9.2 shall have the deductibles provided in Exhibit H-2 and
     responsibility for the payment of all such deductible amounts shall be in
     the manner prescribed in Exhibit H-2.

     9.3 Certificates and Cancellations.

          9.3.1 Contractor Certificates. Prior to commencement of activities on
     the Site, Contractor shall deliver to Owner certificates of insurance
     evidencing compliance with the requirements of Section 9.1.

          9.3.2 Owner Certificates. Prior to the Notice to Proceed Effective
     Date, Owner shall deliver to Contractor certificates of insurance
     evidencing compliance with the requirements of Section 9.2.

          9.3.3 Notice of Cancellation.

               9.3.3.1 All policies of insurance to be secured and maintained
          under this Agreement shall remain in full force and effect and
          provide, by endorsement, that the other party and any additional
          insured, where required in writing, shall be provided thirty (30) days
          prior written notice of any material policy changes, except ten (10)
          days in the event of cancellation for own payment of premium, and that
          no such change shall be effective without such notice.

               9.3.3.2 Each party shall immediately notify the other regarding
          the occurrence of any of the following events with respect to the
          insurance to be carried by the notifying party under this Article 9:
          (a) any significant loss covered by insurance; (b) any significant
          dispute with an insurer; (c) the early cancellation of any insurance;
          (d) the failure to pay any premium payment; (e) the failure, for any
          reason, to maintain any insurance; and (f) any significant change in
          insurance coverage.

     9.4 Failure to Pay. Irrespective of the requirements for insurance to be
secured and maintained under this Agreement, the insolvency, bankruptcy, or
failure of any insurance company carrying insurance for any party, or the
failure of any insurance company to pay claims accruing, shall not affect,
negate or waive any of the provisions of this Agreement, including, without
exception, the indemnity obligations of any party.

     9.5 Miscellaneous.

          9.5.1 Non-waiver. Failure of either party to comply with the foregoing
     insurance requirements shall in no way waive its obligations or liabilities
     under this Agreement or the rights of Owner hereunder against Contractor,
     or the rights of Contractor hereunder against Owner.


                                       30

<PAGE>


          9.5.2 Right to Insure. Should either party fail to provide or maintain
     any of the insurance coverage required under this Article 9, the other
     party shall have the right to provide or maintain such coverage at the
     failing party's expense, either by direct charge or set-off.

          9.5.3 Subcontractor Insurance. Before permitting any Subcontractor to
     perform any Work, Contractor shall obtain a certificate of insurance from
     each such Subcontractor evidencing that such Subcontractor has obtained,
     from insurance carriers licensed to do business as required by applicable
     Law, insurance in such amounts and against such risks as is prudent in
     light of the Work to be performed by such Subcontractor, and subject to the
     commercial availability of such insurance and commensurate with normal
     practices in the location where such Work is performed. All Subcontractors
     shall at a minimum maintain (i) Workers Compensation insurance in
     compliance with applicable law, and (ii) General Liability insurance in an
     amount of $1,000,000 per occurrence and in the aggregate. Contractor shall
     require each Subcontractor to secure a waiver of subrogation from its
     general liability insurers in favor of Contractor and Owner.

          9.5.4 Compliance with Insurance. Each party and its directors,
     officers, representatives, agents, and employees shall comply with the
     terms of the policies of insurance referred to in this Article 9, including
     the procedures for claims notification and administration under such
     insurance policies, and shall not do or omit to do anything which might
     render policies voidable or entitle insurers to avoid liability thereunder.
     Contractor shall ensure that all Subcontracts in excess of $100,000 shall
     include provisions similar to this Section 9.5.4.

          9.5.5 Insurance Surveyor. The costs of any insurance surveyor, if
     required, shall be paid by Owner.


                                   ARTICLE 10.

                                  DOCUMENTATION

     10.1 Delivery of Job Books. At least thirty (30) days prior to Substantial
Completion, Contractor shall deliver to Owner three (3) copies of the semifinal
draft of the job books for the Facilities (the "Job Books") in the format and
including the information and materials described in Exhibit R-1. Such semifinal
draft shall be without as-built drawings, but as reasonably complete as
available information will allow, with sufficient information to permit the
training of Owner's operators and the normal operation and maintenance of the
Facilities by Persons generally familiar with plants similar to the Facilities.
Within thirty (30) days after Substantial Completion, Contractor shall provide
to Owner three (3) copies of the final Job Books, including complete sets of
as-built drawings, in accordance with the provisions of Exhibit R-1. For any
early start-up of an individual unit or system, Contractor shall provide on a
timely basis the appropriate portions of the Job Books containing adequate
information to enable proper orientation and training of qualified personnel to
permit a safe, efficient and effective start-up of such unit or system.

     10.2 Project Manual. If not agreed upon by the Effective Date, then
Contractor will provide within the time period required in Exhibit R-2, two (2)
hard copy sets of the project execution plan for Owner's review and comment. The
Project execution plan shall include the


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<PAGE>


following; provided that, any document specified below may be provided later so
long as the same is provided within the time period required in Exhibit R-2:

         Project organization details
         Administrative procedures for project execution, including
             a document distribution list approved by Owner
         Description of project report contents
         List of Subcontractors
         Safety Manuals
         Quality Assurance/Quality Control policies
         Inspection and test programs
         Procedures for test witnessing
         Witness and hold points

     10.3 Machine Readable Information. Where any of the information to be
provided by Contractor to Owner under this Article 10 is produced on computer or
is otherwise available in magnetic, optical, or other digital machine readable
form, Contractor shall provide to Owner a machine readable copy of such
information as well as a hard copy of such information. However, because of the
possibility that information and data delivered in machine readable form may be
altered, whether inadvertently or otherwise, and the automated conversion of
information and data from the system and format used by Contractor to an
alternate system or format cannot be accomplished without the possibility of
anomalies and errors, Owner shall use such information in machine readable form
at its sole risk, and Contractor shall bear no liability for such use.
Contractor shall retain hard copy originals of all documentation delivered to
Owner in machine readable form, which originals shall be referred to and shall
govern in the event of any inconsistency between the two.

     10.4 Intentionally Omitted.

     10.5 Intentionally Omitted.

     10.6 Document Submittals.

          10.6.1 Intentionally Omitted.

          10.6.2 Intentionally Omitted.

                    10.6.2.1 Upon delivery of each item of documentation, Owner
               shall within fifteen (15) Days of receipt of such document review
               the document and provide Contractor the applicable status code
               and comments; and

                    10.6.2.2 Upon receipt of any comments from Owner, Contractor
               shall diligently work to correct and resubmit such returned
               documentation within fifteen (15) Days.

          10.6.3 Review by Owner. Owner's review of any drawing or document
     hereunder shall not be construed as constituting approval of Contractor's
     work, nor shall Owner's failure to review or failure to comment be
     construed as approval or disapproval. Contractor at all times shall retain
     responsibility for the Work that meets the requirements of this


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<PAGE>


     Agreement, regardless of whether or not Owner has reviewed Contractor's
     drawings or documents.

          10.6.4 Number of Sets. In regard to the documents listed on Exhibit
     R-2, Documents for Review, Contractor shall deliver (i) one (1) complete
     sets of all drawings to Owner, and (ii) one electronic file of each such
     deliverable to Owner using standard commercially available software.

          10.6.5 Comments to Documents. Contractor acknowledges and agrees to
     evaluate and incorporate comments to drawings from Owner or its designee.
     Contractor shall (i) co-operate with the Owner or its designee; and (ii)
     send all drawings to both parties simultaneously. Owner shall cause any
     designee to submit all comments within the time frames set forth in this
     Section 10.6.

                                   ARTICLE 11.

                                   COMPLETION

     11.1 Notices of Testing and Mechanical Completion.

          11.1.1 Notices of Testing. Contractor shall give Owner the notices of
     testing required by Exhibit E-3.

          11.1.2 Mechanical Completion. As a specific performance obligation,
     Contractor guarantees that it will cause the Facilities to achieve
     Mechanical Completion.

     11.2 Substantial Completion Certificates. The Facilities shall be
considered substantially complete ("Substantial Completion") upon receipt and
acceptance by Owner of a certificate from an officer of Contractor substantially
in the form of Exhibit J-1 (the "Substantial Completion Certificate") certifying
the date the following have been achieved:

          11.2.1 the Facilities are substantially complete in accordance with
     the Scope of Work, the Specifications and all applicable Governmental
     Authorizations and permits, and can be safely operated for its specified
     purpose;

          11.2.2 all Work required to be furnished by Contractor for the
     Facilities is substantially complete and all Equipment has been delivered
     to the Site and properly incorporated into the Facilities, except for
     Punchlist Items;

          11.2.3 Intentionally Omitted;

          11.2.4 Intentionally Omitted;

          11.2.5 the Punchlist has been received and accepted by Owner;

          11.2.6 Contractor has sufficiently completed the Facilities so that
     such Facilities are capable of commercial operation;

          11.2.7 Intentionally Omitted;


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<PAGE>


          11.2.8 Mechanical Completion has been achieved; and

          11.2.9 Owner's operations personnel have received training in the safe
     commercial operation of the Facilities and all drawings, manuals and other
     documents necessary for such commercial operation have been delivered to
     Owner.

          Together with such certificate, Contractor shall deliver to Owner a
     written report with respect to the test requirements listed above and the
     status of the Work in sufficient detail to enable Owner to independently
     determine whether Substantial Completion has occurred.

     11.3 Final Completion.

     The Facilities will be deemed to be finally complete ("Final Completion")
upon the receipt and acceptance by Owner of a certificate from an officer of
Contractor substantially in the form set forth in Exhibit J-2 (the "Final
Completion Certificate") certifying each of the following to be true and
correct:

          11.3.1 Substantial Completion has occurred and all Punchlist Items
     have been completed;

          11.3.2 Contractor's obligations under Section 3.7 and Article 10 have
     been completed;

          11.3.3 Contractor has provided and caused the Subcontractors to
     provide the releases and waivers required pursuant to Sections 7.2.5; and

          11.3.4 Contractor has met all its obligations under this Agreement
     other than the warranty obligations under Article 12 and any other
     obligations that survive termination of this Agreement.

     11.4 Owner Acceptance of Completion Certificates. Within three (3) days
after receipt of either a Substantial Completion Certificate or seven (7) days
after receipt of the Final Completion Certificate, Owner shall either (a) notify
Contractor of its acceptance of such certificate and acknowledge that
Substantial Completion or Final Completion has occurred, or (b) if reasonable
cause exists for doing so, notify Contractor in writing that Substantial
Completion or Final Completion has not been achieved, stating in detail the
reasons therefor. In the event Owner determines that Substantial Completion or
Final Completion has not been achieved, Contractor shall promptly take such
action or perform such additional Work or other services as will achieve
Substantial Completion or Final Completion and then issue to Owner another
Certificate under Section 11.2 or 11.3. Owner shall respond to any such
subsequent certificate from Contractor within seven (7) days following receipt.
Such procedure shall be repeated until Owner has acknowledged Substantial
Completion or Final Completion. The failure of Owner to respond to any
certificate submitted by Contractor within the time period required in this
Section 11.4 shall extend the date for Substantial Completion and Final
Completion by the period of Owner's Delay. The effective date of Substantial
Completion and Final Completion shall be the date Substantial Completion or
Final Completion was actually achieved, as evidenced by data set forth in the
certificate ultimately accepted by Owner under this Section 11.4.


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<PAGE>


     11.5 Punchlist.

          11.5.1 Punchlist Preparation. Prior to Substantial Completion, Owner
     and Contractor shall inspect the Facilities and Contractor shall prepare a
     list of the outstanding Punchlist Items (the "Punchlist") and provide it to
     Owner together with an estimate of the cost and time to complete or correct
     each such Punchlist Item. The draft Punchlist shall be prepared in
     accordance with Contractor's quality assurance manual and submitted to
     Owner for review. Owner shall review and comment on the Punchlist not later
     than five (5) days after Owner's receipt thereof, and Contractor shall
     issue a revised Punchlist to Owner that takes account of or responds to
     Owner's comments not later than five (5) days after Contractor's receipt of
     such comments. Any dispute between Owner and Contractor regarding the
     Punchlist shall be resolved in accordance with the procedure set forth in
     Section 19.2. Owner reserves the right to propose additions to the
     Punchlist for those items that (a) were overlooked, for a period of fifteen
     (15) days after both parties have agreed on the initial Punchlist, and (b)
     first arose after the initial Punchlist was agreed upon, at the time such
     matters arise; provided, however, that Substantial Completion shall not be
     delayed thereby, nor by Owner's review in connection with possible
     additions.

          11.5.2 Punchlist Withholding. Owner shall withhold (the "Punchlist
     Withholding") an amount equal to one hundred fifty percent (150%) of the
     estimated cost of correcting all outstanding Punchlist Items from the
     payment due to Contractor and retain such amount until the Punchlist Items
     are corrected or until a Retention Bond covering such Punchlist Withholding
     has been provided as set forth in Section 21.1.

          11.5.3 Correction of Punchlist Items. Promptly after receipt by Owner
     of the revised Punchlist, Contractor and Owner shall agree upon a schedule
     for Contractor's completion of the Punchlist Items that will allow
     Contractor to complete such Punchlist Items within a reasonable period of
     time without interfering with operation of the Facilities. Owner shall
     provide Contractor reasonable access to the Facilities to perform such Work
     in accordance with the schedule to the extent such access does not
     interfere with operation of the Facilities.

          11.5.4 Owner's Option to Accept Nonconforming or Defective Work.
     Notwithstanding the above, Owner, by notice to Contractor, may elect to
     accept nonconforming or defective Work instead of requiring its removal or
     correction, in which case the Contract Price shall be reduced by an amount
     equal to the cost to complete or correct the nonconforming or defective
     Work, as reasonably agreed by the parties. Such election shall be exercised
     only by written notice to Contractor and shall not be implied by any action
     or inaction of Owner.

     11.6 Right of Waiver. Owner shall have the right, but shall have no
obligation, to waive, defer, or reduce any of the requirements stated in this
Article 11 at any time. However, Owner's exercise of any rights hereunder shall
apply only to such requirements as Owner may specify in writing and shall in no
event relieve Contractor of any requirements or other obligations not so
specified.

     11.7 Long-Term Obligations. It is expressly understood and agreed by the
parties that nothing in this Article 11 shall in any way modify or alter
Contractor's obligations or Owner's rights under Articles 12 and 13.


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<PAGE>

                                   ARTICLE 12.

                                    WARRANTY

     12.1 General Warranty. Contractor represents and warrants that it is and
will be at all times fully qualified and capable of performing the Work to
complete the Facilities in accordance with the terms of this Agreement.
Contractor warrants that all services provided and procedures followed by
Contractor hereunder shall be in accordance with the manufacturer or vendors'
warranty requirements, GIP and all requirements of this Agreement. Contractor
warrants that the Facilities shall be designed, engineered, and constructed to
meet the requirements of this Agreement so that the Facilities, when operated
and maintained in accordance with the vendor operating manuals, will be capable
of operating in accordance with the technical requirements of the
Specifications, GIP and the vendor operating manuals. Contractor further
warrants that the Facilities, including each item of Equipment and other items
furnished by Contractor, shall be new and of good quality, free from defects in
design and engineering, materials, construction, and workmanship, and shall
conform in all respects with all applicable Laws and Governmental Authorizations
in effect at Substantial Completion, the Specifications, Scope of Work, and all
other requirements of this Agreement. Notwithstanding anything contained herein
to the contrary, Owner hereby recognizes and agrees that Contractor's warranty
under this Agreement shall not extend, as set below, to that portion of the
Equipment consisting of the oil processing equipment which is being provided by
De Smet pursuant to the De Smet Agreement, and that Owner will look solely and
directly to De Smet for any warranty claims as to such Equipment pursuant to
Owner's separate agreement with De Smet as to such Equipment so long as such
warranty claims are related solely to the performance of such Equipment absent
any allegation that the Facilities (or a portion thereof) other than such
Equipment were not designed, engineered or constructed pursuant to the terms of
this Agreement including the terms of this Section 12.1 above and absent any
claims that such Equipment was not installed properly.

     12.2 Warranty Period. The warranty set forth in Section 12.1 shall extend
for a period of twelve (12) months following Substantial Completion. The
Warranty Period with respect to any Work or Equipment that is repaired,
replaced, modified, or otherwise altered or corrected after Substantial
Completion shall extend for the later of (i) the unexpired twelve (12) month
period from the date of Substantial Completion or (ii) six (6) months from the
date of such repair, replacement, modification, correction or alteration,
provided that in no event shall the Warranty Period extend beyond eighteen (18)
months from Substantial Completion.

     12.3 Remedy. Owner shall promptly give notice to Contractor of the
discovery during the Warranty Period of any breach of Contractor's warranties
under Section 12.1, but in no event later than fifteen (15) days after Owner has
knowledge of the claimed breach. Owner's failure to give prompt notice shall not
impair Contractor's obligations with respect to the warranty; provided, however
that if the cost of completing the repairs is increased because of Owner's
failure to give timely notice then Owner shall be liable for the amount of the
cost increase caused by Owner's Delay. Contractor, on an expedited basis to the
extent reasonably possible if so requested by Owner, shall correct or replace
the applicable Work or Equipment (and any other Work or Equipment that is
damaged or destroyed as a result of the correction or replacement) at no cost to
Owner. Promptly after Contractor's receipt of such notice, Contractor and Owner
shall agree upon a schedule for Contractor's performance of its warranty
obligations which will



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<PAGE>

allow Contractor to complete the work within a reasonable period of time without
unreasonably interfering with operation of the Facilities. Owner shall provide
Contractor with reasonable access to the Facilities to perform such warranty
obligations in accordance with such schedule, to the extent such access does not
interfere with operation of the Facilities. Any change to the Work that would
alter the Scope of Work or the Specifications may be made only with Owner's
prior written approval in accordance with the terms of Article 6. If, after
notification of such defect, Contractor unreasonably delays in commencing,
continuing, or completing the remedying of such defect in accordance with the
agreed schedule, then Owner may correct such defect. Contractor shall be liable
for all reasonable costs and expenses incurred by Owner in connection with such
repair or replacement and shall immediately pay to Owner an amount equal to such
costs and expenses upon receipt of invoices from Owner; furthermore, the
Warranty Period shall be extended under Section 12.2 as though Contractor had
made the repair.

     12.4 Subcontractor Warranties. Contractor shall use reasonable efforts to
obtain standard vendor warranties for the benefit of Contractor, Owner and Owner
for all Equipment with warranty periods equal to or longer than the Warranty
Period. If such warranties extend beyond the Warranty Period, then they shall be
assigned to Owner or Owner at the end of the Warranty Period, together with an
assignment to Owner or Owner, or other acceptable provision for Owner or Owner
enforcement, or Contractor enforcement on behalf of Owner or Owner, of any
security, bond or other performance guarantee with respect to such warranties.
Contractor shall act as liaison for Owner or Owner with such vendors in
prosecuting any warranty claims.

     12.5 Warranty Exclusions. The duties, liabilities and obligations of
Contractor under this Article 12 do not extend to any repairs, adjustments,
alterations, replacements, or maintenance which may be required as a result of
normal wear and tear in the operation of the Facilities, normal degradation in
the performance of Equipment, or as a result of Owner's failure to operate or
maintain the Facilities in accordance with the vendor operating manuals.

     12.6 No Implied Warranties. THE EXPRESS WARRANTIES SET FORTH IN THIS
AGREEMENT ARE EXCLUSIVE AND NO OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY,
WRITTEN, ORAL, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE OR MERCHANTABILITY AND IMPLIED WARRANTIES OF CUSTOM OR USAGE)
SHALL APPLY.

                                   ARTICLE 13.

                               SCHEDULE GUARANTEES

     13.1 Guarantee of Timely Completion. Contractor shall administer and
perform the Work in accordance with the Project Schedule and guarantees that (i)
Mechanical Completion shall occur on or before May 15, 2004 (the "Guaranteed
Completion Date"), (ii) Substantial Completion shall occur by June 15, 2004 and
(iii) Final Completion shall occur by the "End Date," which shall be the date
thirty (30) days after the Substantial Completion Date. Time is of the essence
in this Agreement with respect to the Guaranteed Completion Date, Substantial
Completion and Final Completion. If progress on the Work is significantly
delayed other than as a result of Changes (subject to Section 6.5), Force
Majeure or Owner Delays, Contractor shall take reasonable actions, including
without limitation working overtime, weekends, or holidays,


                                       37

<PAGE>


or adding additional personnel, equipment, or work spreads, at no cost to Owner,
to cause Mechanical Completion to occur by the Guaranteed Completion Date.

     13.2 Compliance. Contractor and its Subcontractors shall design the
Facilities such that the Facilities when constructed in accordance with that
conceptual design shall meet all support requirements (including electrical,
mechanical and structural) specified by processing equipment suppliers,
including De Smet.

     13.3 Intentionally Omitted.

     13.4 Intentionally Omitted.

     13.5 Intentionally Omitted.

                                   ARTICLE 14.

                             LIMITATION OF LIABILITY

     14.1 Consequential Damages. CONTRACTOR HEREBY WAIVES WITH RESPECT TO OWNER
INDEMNITEES, AND OWNER WAIVES WITH RESPECT TO CONTRACTOR INDEMNITEES (AND
CONTRACTOR'S SUBCONTRACTOR'S) ANY RIGHT TO, DAMAGES THAT CONSTITUTE SPECIAL,
INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ("SPECIAL DAMAGES") ARISING FROM
ANY CAUSE, INCLUDING UNAVAILABILITY OF THE FACILITIES, SHUTDOWNS OR SERVICE
INTERRUPTIONS, LOSS OF USE, NON-OPERATION OF THE FACILITIES OR ANY EQUIPMENT OR
CONTRACTOR'S EQUIPMENT, LOSS OF PROFITS OR REVENUE, LOSS OF CONTRACTS, COST OF
CAPITAL, INVENTORY OR USE CHARGES, CLAIMS OF OWNER'S CUSTOMERS. THE FOREGOING
WAIVER SHALL APPLY WHETHER LIABILITY IS ASSERTED, EITHER INDIVIDUALLY OR JOINTLY
AND IRRESPECTIVE OF WHETHER ALLEGED TO BE AS A RESULT OF BREACH OF CONTRACT,
BREACH OF WARRANTY, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER
LEGAL THEORY, AND WHETHER ARISING BEFORE OR AFTER COMPLETION OF THE FACILITIES.

     14.2 Releases Valid in All Events. Releases, disclaimers and limitations on
liability expressed herein shall apply even in the event of the negligence,
strict liability, default, or breach of contract of the party whose liability is
released, disclaimed, or limited.

     14.3 Intentionally Omitted.

     14.4 Exclusive Remedies. OWNER AND CONTRACTOR INTEND THAT THEIR RESPECTIVE
RIGHTS, OBLIGATIONS AND LIABILITIES AS PROVIDED FOR IN THIS AGREEMENT SHALL BE
EXHAUSTIVE OF THE RIGHTS, OBLIGATIONS AND LIABILITIES OF EACH OF THEM TO THE
OTHER ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE WORK,
WHETHER SUCH RIGHTS, OBLIGATIONS AND LIABILITIES ARISE IN RESPECT OR IN
CONSEQUENCE OF AN INDEMNITY OR WARRANTY OR BY REASON OF ANY BREACH OF CONTRACT
OR OF STATUTORY DUTY OR BY REASON OF


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<PAGE>


TORT (INCLUDING NEGLIGENCE AND STRICT OR ABSOLUTE LIABILITY) OR BY REASON OF ANY
OTHER LEGAL OR EQUITABLE THEORY. ACCORDINGLY, THE REMEDIES EXPRESSLY STATED IN
THIS AGREEMENT FOR BREACHES OF PARTICULAR PROVISIONS THEREOF ARE INTENDED TO BE
AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES FOR SUCH BREACHES.

                                   ARTICLE 15.

                     REPRESENTATIONS OF CONTRACTOR AND OWNER

     15.1 Contractor Representations. Contractor represents and warrants that:

          15.1.1 Corporate Standing. It is a corporation duly organized, validly
     existing, and in good standing under the laws of the state of its
     formation, qualified to do business in all jurisdictions in which the
     nature of the business conducted by it makes such qualification necessary
     and where failure so to qualify would have a material adverse effect on its
     financial condition, operations, prospects or business.

          15.1.2 No Violation of law; Litigation. It is not in violation of any
     applicable Law, which violations, individually or in the aggregate, would
     affect performance of any of its obligations under this Agreement. There
     are no legal or arbitration proceedings or any proceeding by or before any
     court or Governmental Authority now pending or (to Contractor's knowledge)
     threatened against it which, if adversely determined, could reasonably be
     expected to have a material adverse effect on its financial condition,
     operations, prospects, or business as whole, or ability to perform its
     obligations under this Agreement.

          15.1.3 Governmental Authorizations. It is (or will be prior to
     performing any Work on the Site) the holder of all Governmental
     Authorizations required to permit it to enter into and perform its
     obligations under this Agreement.

          15.1.4 No Breach. The execution, delivery or performance of this
     Agreement will not conflict with or result in a breach of, or require any
     consent under, its charter or bylaws, any applicable Law or any agreement
     or instrument to which it is a party or by which it is bound or to which it
     or any of its respective assets are subject, or constitute a default under
     any such agreement or instrument.

          15.1.5 Enforceability. It has all necessary power and authority to
     execute, deliver and perform this Agreement. This Agreement has been duly
     and validly executed and delivered by it and constitutes its legal, valid,
     and binding obligation, enforceable in accordance with its terms, except as
     the enforceability thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium, or other similar laws relating to the
     enforcement of creditors' rights generally and by general equitable
     principles.

          15.1.6 Investigation. It has: (a) full experience and proper
     qualifications to perform the Work, (b) examined this Agreement and all
     exhibits and attachments hereto thoroughly and become familiar with their
     terms, and (c) ascertained the nature and location of the Work, the general
     character and accessibility of the Site, the nature of the Site's visible
     surface geotechnical and soil conditions based on reports provided by
     Owner, the existence of obstacles to construction (other than underground
     obstacles), the location and character of


                                       39

<PAGE>

     existing or adjacent work or structures, and other general and local
     conditions and Laws (including labor Laws) which might affect its
     performance of the Work or the cost thereof.

     15.2 Owner Representations. Owner represents and warrants that:

          15.2.1 Business Organization. It is a corporation duly organized,
     validly existing and in good standing under the laws of the state of its
     formation, is qualified to do business in all jurisdictions in which the
     nature of the business conducted by it makes such qualification necessary
     and where failure so to qualify would have a material adverse effect on its
     financial condition, operations, prospects or business.

          15.2.2 No Violation of Law; Litigation. It is not in violation of any
     applicable Law, which violations, individually or in the aggregate, would
     affect performance of any of its obligations under this Agreement. There
     are no legal or arbitration proceedings or any proceeding by or before any
     court or Governmental Authority now pending or (to Owner's knowledge)
     threatened against it which, if adversely determined, could reasonably be
     expected to have a material adverse effect on its financial condition,
     operations, prospects, or business, as a whole, or its ability to perform
     its obligations under this Agreement.

          15.2.3 Governmental Authorizations. It is (or will be prior to issuing
     any Notice to Proceed) the holder of all Governmental Authorizations
     required to permit it to enter into and perform its obligations under this
     Agreement.

          15.2.4 No Breach. The execution, delivery or performance of this
     Agreement will not conflict with or result in a breach of, or require any
     consent under, its charter or bylaws, any applicable Law or any agreement
     or instrument to which it is a party or by which it is bound or to which it
     or its assets are subject, or constitute a default under any such agreement
     or instrument.

          15.2.5 Enforceability. It has all necessary power and authority to
     execute, deliver and perform this Agreement. This Agreement has been duly
     and validly executed and delivered by it and constitutes its legal, valid,
     and binding obligation, enforceable in accordance with its terms, except as
     the enforceability thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium, or other similar Laws relating to the
     enforcement of creditors' rights generally and by general equitable
     principles.

                                   ARTICLE 16.

                       DEFAULT, TERMINATION AND SUSPENSION

     16.1 Default by Contractor.

          16.1.1 Termination for Inability to Perform. If any proceeding is
     instituted against Contractor seeking to adjudicate Contractor as a
     bankrupt or insolvent and such proceeding is not dismissed within sixty
     (60) days of filing, or if Contractor makes a general assignment for the
     benefit of its creditors, or if a receiver is appointed on account of the
     insolvency of Contractor, or if Contractor files a petition seeking to take
     advantage of any other applicable Law relating to bankruptcy, insolvency,
     reorganization, winding up or composition, or adjustment of debts, or if
     Contractor admits in writing its inability to pay its debts when due,


                                       40

<PAGE>


     then Owner may terminate this Agreement effective immediately upon giving
     written notice of such termination to Contractor.

          16.1.2 Termination for Contractor's Failure to Perform. If:

               16.1.2.1 Any material representation or warranty of Contractor
          shall have been incorrect as of the date made;

               16.1.2.2 Contractor fails to make prompt payment of undisputed
          invoices due to any Subcontractor or otherwise repudiates or is in
          default with respect to any of its material obligations to any
          Subcontractor;

               16.1.2.3 Contractor fails to correct any defective Work in
          accordance with the provisions of this Agreement;

               16.1.2.4 Contractor makes a purported assignment of this
          Agreement in violation of the terms of Section 22.3;

               16.1.2.5 Any Security is repudiated or shall for any reason cease
          to be valid, binding, and enforceable or there is a default under any
          Security;

               16.1.2.6 Contractor disregards any Laws or Governmental
          Authorizations and such action could impair Contractor's ability to
          perform its obligations under this Agreement or Contractor
          persistently disregards any Laws or Governmental Authorizations;

               16.1.2.7 Contractor fails to pay any amounts payable by
          Contractor under this Agreement when due;

               16.1.2.8 Intentionally Omitted;

               16.1.2.9 Contractor fails to begin the appropriate Work within
          fifteen (15) days of receipt of the Notice to Proceed;

               16.1.2.10 Contractor abandons the construction of the Facilities;

               16.1.2.11 Contractor fails to achieve Mechanical Completion
          within ten (10) days after the Guaranteed Completion Date;

               16.1.2.12 Intentionally Omitted; or

               16.1.2.13 Contractor fails to perform any of its material
          covenants or agreements contained in this Agreement not otherwise
          specified above.

     then, in the case of 16.1.2.1, 16.1.2.4, 16.1.2.9, 16.1.2.11 or 16.1.2.12,
     Owner may immediately terminate this Agreement. As to other failures
     specified above which involve the payment of money or the provision of
     Security, Contractor shall not be in default if it cures the same within
     fifteen (15) days after receipt of notice from Owner specifying the
     default. As to other non-monetary failures specified above, Contractor
     shall not be in default if it promptly commences


                                       41

<PAGE>


     curing the same and completes the cure diligently, and in any event within
     forty-five (45) days after receipt of notice from Owner specifying the
     default; provided that, Owner in its reasonable discretion may extend this
     cure period if Contractor submits a reasonable plan to cure the default and
     is diligently pursuing the plan. Immediately upon expiration of the
     applicable cure period, without cure, Owner may terminate this Agreement.

          16.1.3 Owner's Rights. If Owner elects to terminate this Agreement
     under this Section 16.1, then Owner may employ any other Person (the
     "Replacement Contractor") to finish the Work in accordance with the terms
     of this Agreement. Owner shall be required to reasonably mitigate the cost
     of completing the Work, but may make such expenditures as in Owner's sole
     judgment will best accomplish the timely completion of the Facilities.
     Owner shall not be required or expected to mitigate any such costs by
     terminating, repudiating, or renegotiating any Subcontract. Contractor, if
     so requested by Owner, shall provide Owner, any Replacement Contractor or
     Lender, at Contractor's expense, with the right to continue to use any and
     all patented and/or proprietary information that Contractor has rights to
     use, if any (subject to reasonable proprietary restrictions), which Owner
     deems necessary to complete the Facilities. Upon such termination,
     Contractor shall not be entitled to receive any further payments under this
     Agreement except for payments for Work performed in accordance with the
     terms of this Agreement prior to such termination. In addition, Owner may
     pursue an action against Contractor for damages incurred by Owner as a
     result of Contractor's failure to perform under the terms of this
     Agreement.

          16.1.4 General Obligations. If Owner elects to terminate this
     Agreement under this Section 16.1, then Contractor shall, at Owner's
     request and at Contractor's expense, perform the following services
     relative to the Work so affected:

               16.1.4.1 Immediately cease all further Work, except such Work as
          Owner may specify in the termination notice;

               16.1.4.2 Assist Owner in preparing an inventory of all Equipment
          in use or in storage at the Site;

               16.1.4.3 Terminate all Subcontracts, except those to be assigned
          under Section 16.1.4.4;

               16.1.4.4 Assign to Owner, or to any Replacement Contractor
          designated by Owner or Lender, without any right to compensation,
          title to all Work not already owned by Owner, together with all
          Subcontracts and other contractual agreements and warranties as may be
          designated by Owner (subject to the assignee assuming any obligations
          thereunder accruing after assignment), and assign to Owner to the
          extent assignable all issued Governmental Authorizations, patents and
          other proprietary rights, if any, then held by Contractor pertaining
          to the Facilities;

               16.1.4.5 Remove from the Site rubbish and such of Contractor's
          Equipment as Owner may request;

               16.1.4.6 Deliver to Owner all design and other information as may
          be reasonably requested by Owner for the completion and operation of
          the Facilities; and


                                       42

<PAGE>

               16.1.4.7 Supply any proprietary components needed for the
          completion and operation of the Facilities that are not available from
          other Persons on reasonable terms.

          16.1.5 Payment Obligations. If Owner terminates this Agreement under
     this Section 16.1, as soon as reasonably practicable after reaching the
     equivalent of Final Completion, Owner shall determine the total reasonable
     and necessary expenses incurred and accrued by Owner in connection with
     termination of this Agreement (including all legal fees and expenses) and
     the completion of the Work, including all amounts charged by any
     Replacement Contractor to finish the Work based on the obligations such
     Replacement Contractor assumes under this Agreement and under any of
     Contractor's Subcontracts or other contractual agreement(s) that Owner
     elects to have assigned to such Replacement Contractor under Section
     16.1.4.4., and additional reasonable and necessary overhead incurred and
     accrued by Owner to effect such takeover and to complete the Work
     (collectively, the "Cost to Complete the Facilities"). If the Cost to
     Complete the Facilities exceeds the balance of the Contract Price unpaid at
     the time of Contractor's default (the "Balance of the Contract Price"),
     then Owner shall be fully released from all obligations to pay the Balance
     of the Contract Price, and Contractor shall be liable for and shall pay to
     Owner upon written demand by Owner the amount of such excess, subject to
     the limitations on Contractor's liability under Section 14.1. Any such
     amount payable by Contractor may be deducted by Owner from any amounts due
     to Contractor. If the Cost to Complete the Facilities is less than the
     Balance of the Contract Price, then Contractor shall be entitled to be paid
     any unpaid portion of the Contract Price attributable to the Work executed
     by Contractor prior to the date of termination, the value of any unused or
     partially used materials on the Site furnished by Contractor which are
     taken over by Owner and have not already been paid for as part of the
     Contract Price paid to Contractor, and the costs, if any, incurred by
     Contractor in protecting the Work pursuant to Section 16.1.4.1
     (collectively, the "Termination Amount") subject to the limitation that the
     Termination Amount shall not under any circumstance exceed the amount by
     which the Balance of the Contract Price is greater than the Cost to
     Complete the Facilities. Contractor shall not be liable for the Replacement
     Contractor's failure to perform.

     16.2 Optional Cancellation by Owner.

          16.2.1 Rights. Owner may cancel this Agreement at any time, without
     cause, by written notice to Contractor. Upon receipt of any such notice,
     Contractor shall, unless the notice directs otherwise:

               16.2.1.1 Immediately cease the Work on the date and to the extent
          specified in such notice and assist Owner in the inventory referenced
          in Section 16.1.4.2;

               16.2.1.2 Place no further orders or enter into no additional
          Subcontracts for Equipment and/or Work;

               16.2.1.3 Promptly make every reasonable effort to procure
          cancellation upon terms satisfactory to Owner of all orders,
          Subcontracts and rental agreements, unless Owner elects to have the
          same assigned under Section 16.1.4.4;



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<PAGE>

               16.2.1.4 Deliver to Owner all information prepared hereunder with
          respect to the Facilities as may be reasonably requested by Owner and
          which has been paid for by Owner, including all drawings, plans,
          specifications, studies, reports, and other information prepared
          hereunder as of the date of termination and assign to Owner to the
          extent assignable all issued Governmental Authorizations and other
          rights and documents referenced in Section 16.1.4.4; and

               16.2.1.5 Thereafter execute only that portion of the Work
          directed by Owner as may be necessary to preserve and protect Work
          already in progress and to protect Equipment at the Site or in transit
          thereto.

          16.2.2 Remedies. Contractor waives any claims for Special Damages,
     including loss of anticipated profits for uncompleted Work, on account of a
     termination by Owner under this Section 16.2 and shall accept as its sole
     remedy the following:

               16.2.2.1 Intentionally Omitted.

               16.2.2.2 Contractor shall be entitled to receive the actual costs
          incurred by Contractor attributable to the Work properly performed by
          Contractor and its Subcontractors as of the effective date the
          cancellation and any other out-of-pocket costs reasonably incurred by
          Contractor as a result of such cancellation which, in the
          circumstances, cannot be reasonably avoided by Contractor and are a
          direct result of such cancellation (collectively, the "Termination
          Expenses") plus ten percent (10%) of the Termination Expenses.

               16.2.2.3 Contractor shall use reasonable efforts to minimize
          Termination Expenses and any other costs of cancellation. Upon
          termination Owner shall have the option of having all or any Work or
          Equipment delivered to the Site or, at Owner's expense, to such other
          place as Owner shall reasonably direct. Payments for cancellation
          under Section 16.2 shall be due Contractor within fifteen (15) days of
          Owner's receipt and acceptance of a substantiated, itemized invoice
          and the delivery of any such Work or Equipment.

          16.2.3 Intentionally Omitted.

     16.3 Termination by Contractor.

          16.3.1 Termination for Owner's Inability to Perform. If any proceeding
     is instituted against Owner seeking to adjudicate Owner as a bankrupt or
     insolvent and such proceeding is not dismissed within sixty (60) days of
     filing, or if Owner makes a general assignment for the benefit of its
     creditors, or if a receiver is appointed on account of the insolvency of
     Owner, or if Owner files a petition seeking to take advantage of any other
     applicable Law relating to bankruptcy, insolvency, reorganization, winding
     up or composition, or adjustment of debts, or if Owner admits in writing
     its inability to pay its debts when due, then Contractor may terminate this
     Agreement effective immediately upon giving written notice of such
     termination to Owner. Any such termination shall be without prejudice to
     any existing rights, powers, or remedies of either party under this
     Agreement.



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<PAGE>


          16.3.2 Termination for Owner's Failure to Perform. If:

               16.3.2.1 Owner fails to pay Contractor any undisputed amount due
          under any invoice within thirty (30) days after the amount became
          payable;

               16.3.2.2 Owner fails to observe or perform any of its material
          covenants or agreements contained in this Agreement;

               16.3.2.3 The Work is suspended for more than three (3) months
          total pursuant to Section 16.4; or

               16.3.2.4 Any material representation or warranty of Owner shall
          have been incorrect as of the date made.

     then, in the case of 16.3.2.4 Contractor may immediately terminate this
     Agreement. As to other failures specified above which involve the payment
     of money, Owner shall not be in default if it cures the same within fifteen
     (15) days after receipt of notice from Contractor specifying the default.
     As to other non-monetary failures specified above, Owner shall not be in
     default if it promptly commences to cure the same and complete the cure
     diligently, and in any event within forty-five (45) days after receipt of
     notice from Contractor specifying the default; provided that, Contractor,
     in its reasonable discretion, may extend this cure period if Owner submits
     a reasonable plan to cure the default and is diligently pursuing the plan.
     Upon expiration of the applicable cure period, without cure, Contractor may
     terminate this Agreement; provided that before any such right to terminate
     may be exercised, Contractor shall provide at least thirty (30) days
     written notice to Lender setting forth the circumstances of Owner's
     default. Contractor shall have no right to terminate if Lender cures the
     default within the thirty (30) day period.

          16.3.3 Payment on Termination by Contractor. If this Agreement is
     terminated under Section 16.3.1 or 16.3.2, Contractor shall be entitled to
     payment on the same basis as if the carrying out of the Work had been
     canceled under Section 16.2, provided that in no event will the aggregate
     sum of all payments received by Contractor exceed the Contract Price.

     16.4 Suspension of Work.

          16.4.1 Suspension of Work by Owner.

               16.4.1.1 At any time and from time to time and for any reason,
          Owner may by written notice to Contractor suspend the carrying out of
          the Work or any part thereof. On receipt of Owner's notice, Contractor
          shall suspend the carrying out of the Work or the specified part
          thereof for such time and in such manner as Owner may require and
          shall during any such suspension properly protect and secure the Work
          in such manner as Owner shall reasonably require. Unless otherwise
          instructed by Owner, during any such suspension Contractor shall
          maintain its staff and labor on or near the Site ready to proceed with
          the Work upon receipt of Owner's further instructions.

               16.4.1.2 Owner at any time following a suspension may give notice
          to Contractor to proceed with the Work previously suspended.


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<PAGE>


               16.4.1.3 Upon receipt of any such notice to proceed, Contractor
          shall examine the Equipment delivered to Contractor affected by the
          suspension and shall, at Owner's expense, make good any deterioration
          of or damage to such Equipment that may have occurred during the
          suspension (unless resulting from any breach by Contractor of its
          obligations to protect and secure the Work) and shall proceed with the
          Work previously suspended.

          16.4.2 Intentionally Omitted.

          16.4.3 Adjustment and Compensation for Suspension. In the event of a
     suspension of the Work under this Section 16.4, Contractor shall be
     entitled to a Change Order for reimbursement, on a monthly basis, in
     accordance with the invoicing and payment provisions set forth in Section
     7.2, for all actual, direct, out-of-pocket costs plus Contractor's
     personnel costs (verified to Owner's reasonable satisfaction) which are
     reasonably incurred by Contractor as a result of such suspension and any
     increase in cost or delays resulting from such suspension, plus a mark-up
     thereon for Contractor's overhead and profit not to exceed fifteen percent
     (15%). In the event of a suspension under Section 16.4., Contractor shall
     be entitled to a Change Order which, in addition to providing for
     reimbursement for costs incurred, also provides for a reasonable extension
     to the Project Schedule in respect of any delay suffered by reason of the
     suspension.

                                   ARTICLE 17.

                                  FORCE MAJEURE

     17.1 Failure to Perform Due to an Event of Force Majeure. Subject to the
terms of this Article 17, either party shall be entitled to delay performance
and shall not be considered to be in default with respect to any obligation
under this Agreement by the number of days, including recovery time, that
performance is actually delayed by an Event of Force Majeure. However, no Event
of Force Majeure affecting a party shall, of itself, excuse that party from
making any payment otherwise due and payable by the party under this Agreement.

     17.2 Limitations of Events of Force Majeure. Events of Force Majeure shall
be limited to the circumstances set forth in Section 17.4 (the "Events of Force
Majeure") and shall entitle a party to delay performance (or to an extension of
the Guaranteed Completion Date or the End Date) only to the extent:

          (a) such circumstance is not within the reasonable control of the
     party affected;

          (b) such circumstance, despite the exercise of reasonable diligence,
     cannot be prevented, avoided or removed by such party;

          (c) such circumstance prevents or hinders the affected party from
     fulfilling its obligations under this Agreement, or increases the cost
     thereof;

          (d) the affected party has taken all reasonable precautions, due care
     and reasonable alternative measures in order to avoid the effect of such
     event on the affected party's ability to fulfill its obligations under this
     Agreement and to mitigate the consequences thereof;



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<PAGE>

          (e) such event is not the result of any failure of such party to
     perform any of its obligations under this Agreement; and

          (f) such party has given notice of the event in accordance with this
     Article 17.

     17.3 Notice of Event of Force Majeure. As soon as possible following the
date of commencement of any Event of Force Majeure, if either party desires to
invoke such Event of Force Majeure as a cause for delay in the performance of
any obligation hereunder or an adjustment in the Contract Price (or as the cause
for an extension of the Guaranteed Completion Date or the End Date), it shall
promptly (but not later than seven (7) days after learning of such Event of
Force Majeure), advise the other party in writing of such date of commencement.
Notices shall be in accordance with Section 22.2. Within fourteen (14) days
after learning of such Event of Force Majeure, the affected party shall provide
in writing a description of the event, reasonable alternative measures which the
affected party has taken in order to avoid the effect of such event on the
party's ability to fulfill its obligations under this Agreement and to mitigate
the consequences thereof, and the nature and expected duration of such Event of
Force Majeure, to the extent the foregoing information is reasonably available.
The affected party shall provide additional information concerning the event as
reasonably requested by the other party (including updating of any information
already provided under this Section 17.3). As soon as practicable after the
commencement of the Event of Force Majeure, the affected party shall allow the
other party's professional advisers access to its premises and equipment to
enable the other party to assess the Event of Force Majeure and the steps to
avoid or remove the circumstances constituting the Event of Force Majeure.
Within a reasonable time following the date of termination of such Event of
Force Majeure, the party having invoked such Event of Force Majeure as a cause
for delay or an adjustment in the Contract Price (or as the cause for an
extension of the Guaranteed Completion Date or the End Date) shall submit to the
other party as soon as practicable, reasonable proof of the nature of such delay
and its effect. The burden of proof to demonstrate that an Event of Force
Majeure has occurred and that the affected party is entitled under this Article
17 to the relief it seeks in connection with the same, rests with the affected
party. The parties will meet within ten (10) days after receipt of the notice by
the unaffected party to discuss appropriate measures that should be taken. The
parties shall thereupon consult with one another concerning the effect of such
Event of Force Majeure and any adjustment in the Contract Price or extension of
the Guaranteed Completion Date or the End Date. The parties:

          (a) shall make all reasonable efforts to prevent and reduce to a
     minimum and mitigate the effect of any delay, extension or potential
     adjustment of the Contract Price occasioned by any Event of Force Majeure
     including recourse to alternate acceptable source of services, equipment
     and materials and construction equipment; and

          (b) shall use their best efforts to ensure resumption of normal
     performance of this Agreement after the occurrence of any Event of Force
     Majeure and shall perform their obligations to the maximum extent
     practicable as agreed between the parties.

     17.4 Events of Force Majeure. Subject to the provisions of Sections 17.2
and 17.5, Events of Force Majeure shall mean the following:



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<PAGE>

          (a) explosions, fires, nuclear radiation contamination, hurricanes,
     earthquakes, floods, natural disasters, epidemics, other acts of God, and
     any other similar circumstances;

          (b) war and other hostilities (whether declared or not), revolution,
     public disorders, insurrection, rebellion, sabotage, acts of public
     officials or terrorist action;

          (c) any material action or material inaction taken by any national or
     local government or judicial authority after the date of this Agreement,
     including without limitation any order, legislation, enactment, judgment,
     ruling or decision, provided, however that such government and judicial
     action does not result from any breach of this Agreement or violation of
     applicable Law by the party seeking to establish such event as an Event of
     Force Majeure;

          (d) national or regional strikes and strikes specific to the Site or
     to an Equipment Vendor's manufacturing facilities;

          (e) any other event beyond the party's reasonable control, which event
     or the effects thereof are not attributable to failure to perform its
     obligations under this Agreement or to exercise reasonable efforts to
     prevent, avoid, delay or mitigate the effect of such event

     For the avoidance of doubt, the parties intend that Contractor shall be to
entitled to a Change Order for cost and schedule impacts arising from Events of
Force Majeure that may otherwise excuse Owner from a breach of or failure to
perform Owner's obligations hereunder.

     17.5 Certain Events Not Excused. Notwithstanding that an Event of Force
Majeure may otherwise exist and without limiting the generality or effect of any
other provision of this Article 17, the provisions of this Article 17 shall not
excuse:

          (a) late delivery of equipment or materials caused by Contractor, or
     caused by any of the Subcontractors of Contractor, if Contractor could have
     avoided such late delivery by exercising all reasonable efforts as a
     prudent general contractor;

          (b) late performance by Contractor resulting from the late performance
     or default of a vendor or otherwise caused by Contractor's failure to
     engage qualified Subcontractors and suppliers or to hire an adequate number
     of personnel or labor or by inefficiencies on the part of Contractor;

          (c) delays resulting from reasonably foreseeable unfavorable weather;
     or

          (d) any delay on the part of a party resulting from a cause of delay
     known by the party to be in existence on the date of this Agreement.

     17.6 Continued Performance. Upon the occurrence of any Event of Force
Majeure, the parties shall endeavor to continue to perform their obligations
under this Agreement so far as reasonably practicable and Contractor shall,
during the period of such circumstances, protect and secure the Work and
Equipment in such manner as Owner shall require. Contractor shall notify


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<PAGE>


Owner of the steps it proposes to take, including any reasonable alternative
means for performance of the Scope of Work not prevented by the Event of Force
Majeure.

     17.7 Event of Force Majeure - Cost. Contractor shall bear its own delay
costs with respect to the Scope of Work occasioned by any Event of Force Majeure
for the first ninety (90) day period during the occurrence or continuance of
each such Event of Force Majeure. If an Event of Force Majeure continues beyond
such period, provided Contractor has properly invoked and observed the
provisions of Section 17.3 in respect thereof, Contractor shall be entitled,
subject to the provisions of Section 6.3, to recover delay costs with respect to
the Work occasioned by each such Event of Force Majeure which accrue after each
such period and the Contract Price shall be adjusted in accordance with Article
6. Notwithstanding anything in this Agreement to the contrary, the Contract
Price and the Project Schedule shall be equitably adjusted for delays caused by
the Owner or anyone for whom the Owner is responsible.

                                   ARTICLE 18.

                                   INDEMNITIES

     18.1 Contractor Indemnity. Contractor shall indemnify, defend and hold
harmless Owner Indemnitees from and against all (a) demands, liens or other
encumbrances on Owner, Owner, the Work, the Facilities, or Owner's or Owner's
property for which payment has been made by Owner to Contractor on account of
the Work, unless permitted under Section 3.17.4 or Section 7.6 and (b) claims,
losses, damages, causes of action, liabilities and expenses, including without
limitation experts' and attorneys' fees and costs (collectively "Losses"), of
every kind or character (including those arising in favor of or brought by any
of Contractor's employees, agents, Subcontractors, or representatives, or by any
governmental agency or any other third party) for (i) the bodily injury
(including death) or property damage (other than property for which risk of loss
is assumed by Owner under Section 9.2) or of third parties to the extent caused
by the negligence or willful misconduct of, or violation of Laws by, Contractor,
any Subcontractor, their respective employees and agents and others for whom
Contractor is responsible, (ii) infringement of patents or the improper use of
other proprietary or intellectual property rights which may occur in connection
with Contractor's or any Subcontractor's performance of the Work or breach of
any warranty set forth in Section 20.6 (provided that Contractor shall have no
indemnity obligations hereunder with respect to any infringement of patents or
the improper use of other proprietary or intellectual property rights arising
out of use of Equipment expressly specified by Owner for the Owner's
manufacturing process) or (iii) the breach of Section 3.18.2; provided, however,
that Contractor's contractual indemnity obligation shall not extend to the
percentage of any Owner Indemnitee's Losses attributable to that Owner
Indemnitee's negligence, breach of a contract or warranty or to strict liability
imposed upon that Owner Indemnitee as a matter of law. This indemnification
obligation shall apply regardless of the amount of insurance coverage held by
Contractor, including that under any worker's compensation act, disability act,
or other act or law which would limit the amount or type of damages,
compensation, or benefits payable by or for Contractor.

     18.2 Owner Indemnity. Owner shall indemnify, defend and hold harmless
Contractor Indemnitees from and against all third party losses attributable to
bodily injury (including death) or property damage of third parties to the
extent caused by (a) the negligence or willful misconduct of Owner, its
employees, agents or others for whom Owner is responsible, (b) the


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<PAGE>


presence of Hazardous Substances existing at the Site on the Effective Date, but
excluding any negligent disturbance of Hazardous Substances caused directly or
indirectly by any Contractor Indemnitee, or by Contractor's breach of Section
3.18.1 or (c) Owner's use of the drawings and other materials specified in
Section 8.1.3 for work on which Contractor is not retained. This indemnification
obligation shall apply regardless of the amount of insurance coverage held by
Owner, including that under any worker's compensation act, disability act, or
other act or law which would limit the amount or type of damages, compensation,
or benefits payable by or for Owner.

     18.3 Intentionally Omitted.

     18.4 Contributory Negligence. In the event that one or more of both Owner
Indemnitees and Contractor Indemnitees are negligent, in breach of a contract or
warranty or strictly liable as a matter of law, this contractual indemnity
obligation shall continue but each of Contractor and Owner shall be liable only
for its respective percentage of responsibility for the Losses claimed.

     18.5 Notice. Each party shall promptly notify the other in writing of any
claims which may be covered by the indemnities set forth in this Article 18.
Without limiting the generality of the foregoing, Owner shall notify Contractor
in writing as soon as Owner shall receive notice of any claims of infringement
of patents or other proprietary rights occurring in connection with Contractor's
performance of the Work. In turn, Contractor shall timely notify Owner in
writing of any claims which Contractor may receive alleging infringement of
patents or other proprietary rights which may affect Contractor's performance of
the Work.

     18.6 Defense of Claims. The indemnifying party under Section 18.1, 18.2 or
18.3 (the "Indemnitor") shall have sole charge and direction of the defense and
settlement of any suit or proceeding based on any Losses for which Indemnitor is
responsible under any such Section, so long as the settlement imposes no
obligations or restrictions on the indemnified party (the "Indemnitee") other
than an obligation to join in a reasonable release. The Indemnitee shall give
the Indemnitor such assistance as the Indemnitor may reasonably require in such
defense, and shall have the right to be represented in such defense by counsel
of its own choice at its own expense. If the Indemnitor fails to defend
diligently such suit or proceeding, the Indemnitee may, in its reasonable
discretion, either defend such suit or proceeding or settle the claim which is
the basis thereof, without the Indemnitor's consent, but with prior notice to
the Indemnitor, without relieving the Indemnitor of its obligation under
Sections 18.1, 18.2 or 18.3 and in either case the Indemnitor shall reimburse
the Indemnitee for its expenses, court costs and reasonable attorneys' fees. If
any claim described in Section 18.1(ii), except as to Equipment specified by
Owner and used in Owner's process, is held to constitute an infringement of any
patent or other proprietary rights and the use of any Equipment or process
included in the Work is enjoined, Contractor at its own expense and at
Contractor's option shall (a) procure for Owner or Owner the right to continue
to use the infringing Equipment or process, (b) replace such Equipment or
process with non-infringing equipment or process of equal utility and efficiency
or (c) modify such Equipment or process so that it becomes non-infringing
without affecting its utility or efficiency; provided, however, that Contractor
may elect the action described in clause (b) or (c) only if Contractor and Owner
agree upon a schedule for such action which will allow Contractor



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to complete such action within a reasonable period of time without unreasonably
interfering with operation of the Facilities.

                                   ARTICLE 19.

                               DISPUTE RESOLUTION

     19.1 Negotiation and Arbitration Resolution.

          19.1.1 Special Meeting. In the event of any dispute arising out of or
     relating to this Agreement which the parties have been unable to settle
     within thirty (30) days after the dispute arose, then either party may
     refer the dispute to a meeting of senior management, in which case each
     party shall nominate a senior officer of its management to meet at a
     mutually agreed time and place not later than forty five (45) days after
     the dispute arose to attempt to resolve the dispute. Should a resolution
     not be reached within fifteen (15) days after the meeting of senior
     officers, then either party may refer the dispute to arbitration under
     Sections 19.1.3 or 19.2.

          19.1.2 Privilege. The parties may assert in any other action or
     proceeding the restrictions and privileges regarding work product,
     attorney-client or other privilege or exclusionary rule available under
     applicable Law.

          19.1.3 Arbitration. All disputes that are not settled under Sections
     19.1.1 or 19.2 shall be exclusively and finally resolved through binding
     arbitration. Any party, at its option, may initiate binding arbitration by
     delivering written notice to all other parties to the dispute; provided,
     however, that, if there are multiple disputes and any party to the dispute
     so elects, all outstanding disputes shall be resolved by a single
     arbitration. All parties to the dispute shall attend and participate in,
     and shall be bound by the results of, the arbitration proceeding. Unless
     all parties to the dispute otherwise agree, the arbitration shall be
     conducted in accordance with the Construction Industry Arbitration Rules of
     the American Arbitration Association ("AAA") then in effect, as
     supplemented by the terms of this Article 19. All arbitration proceedings
     shall be held in the city where the Work is located. The arbitration shall
     be before three neutral arbitrators all of whom are either attorneys or
     former judges with at least ten years of experience in handling
     construction and engineering matters (unless all parties to the dispute
     agree otherwise). In addition, if the matter in dispute is more than
     $500,000, all of the arbitrators shall be from AAA's Large and Complex Case
     Project Panel ("LCCP Panel") for construction cases. If the parties cannot
     agree on all three arbitrators within thirty (30) Business Days after
     delivery of the notice initiating arbitration, then AAA will appoint all
     arbitrators, all of whom must meet the above criteria. The non-prevailing
     party shall bear all costs and expenses of the arbitration, including
     without limitation the prevailing party's reasonable attorneys' and
     experts' fees and costs in preparing for, participating in and enforcing
     this arbitration provision or any award or other relief resulting from
     arbitration. The decision of any two of the three arbitrators shall be
     binding, but the arbitrators shall have no power to vary or modify any of
     the terms of this Agreement and shall decide the dispute in accordance with
     the terms hereof, including without limitation the restrictions on
     liability in Article 14 and Section 19.3, and their jurisdiction shall be
     limited accordingly. The terms of any award shall not include punitive
     damages. The arbitration award shall be in writing, and shall contain
     conclusions of law and findings of fact. Judgment upon the award may be
     entered in any court having jurisdiction. The



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     costs and expenses of the arbitration will be borne by the losing party,
     unless the Arbitrators find that it would be manifestly unfair to honor
     this agreement of the parties and determines a different allocation of
     costs.

     19.2 Intentionally Omitted.

     19.3 Applicable Law and Arbitration Act. Any arbitral award hereunder shall
be enforceable in either the United States District Court of the county in which
the Work is located or, if such court refuses jurisdiction, any court of the
State in which the Work is located. Owner and Contractor each consent to the
nonexclusive jurisdiction of, and to the laying of venue in, such court for such
purpose. All procedural aspects of this agreement to arbitrate, including, but
not limited to, the construction and interpretation of this agreement to
arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or
defenses as to arbitrability, and the rules governing the conduct of the
arbitration, shall be governed by and construed pursuant to the United States
Arbitration Act, 9 U.S.C. ss.ss.1-16. In deciding the substance of any such
claim, dispute or disagreement, the arbitrators shall apply the substantive laws
of the State in which the Work is located, without regard to the conflicts of
laws provisions thereof and without giving effect to its public policy
exceptions, if any, to the enforceability of any provisions hereof; provided,
however, that THE ARBITRATORS SHALL HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES
UNDER ANY CIRCUMSTANCES (WHETHER IT BE EXEMPLARY DAMAGES, TREBLE DAMAGES, OR ANY
OTHER PENALTY OR PUNITIVE TYPE OF DAMAGES) REGARDLESS OF WHETHER SUCH DAMAGES
MAY BE AVAILABLE UNDER THE LAWS OF ANY JURISDICTION. THE PARTIES HEREBY WAIVE
THEIR RIGHT, IF ANY, TO RECOVER PUNITIVE DAMAGES IN CONNECTION WITH ANY SUCH
CLAIMS, DISPUTES OR DISAGREEMENTS, REGARDLESS OF WHETHER SUCH CLAIM, DISPUTE OR
DISAGREEMENT ARISES UNDER THE LAW OF CONTRACTS, TORTS (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE OF EVERY KIND AND STRICT LIABILITY WITHOUT FAULT), OR
PROPERTY, OR AT COMMON LAW OR IN EQUITY OR OTHERWISE. The arbitrators shall
certify in their award that they have faithfully applied the terms and
conditions of this Agreement (including without limitation the limits on
liability and other provisions restricting the type and amount of damages
recoverable by a party hereunder), and that no part of their award includes any
amount for exemplary or punitive damages. To the fullest extent permitted by
law, the arbitration proceeding and the arbitrators' award shall be maintained
in confidence by the parties.

     19.4 Effect on Performance. Unless directed otherwise in writing,
Contractor shall not cease or delay performance of its obligations under this
Agreement during the existence of any dispute or the pendency of any proceeding
to resolve it, and Owner shall pay to Contractor all amounts owing and not
subject to dispute or offset.

     19.5 Incorporation and Consolidation. Contractor shall incorporate the
provisions of this Article 19 into its agreements with any Subcontractor so that
all Subcontractors shall also be bound to this dispute resolution procedure.
Each party shall have the right, but not the obligation, to consolidate all
Work-related disputes, whether involving Contractor, a Subcontractor and/or any
third parties, into a single consolidated arbitration or other proceeding.


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<PAGE>

                                   ARTICLE 20.

                            CONFIDENTIAL INFORMATION

     20.1 Confidential Information. For a period of two years from the earlier
of termination of this Agreement or Substantial Completion, neither Owner nor
Contractor shall disclose the Confidential Information other than to its
Representatives. "Representatives," as used in this Agreement, shall include
directors, officers, employees, auditors, counsel, Owner, prospective lenders
and Lenders, prospective purchasers and Affiliates and such Affiliate's
directors, officers, employees, auditors, and counsel. To the extent that
Contractor's Subcontractors and suppliers need to receive the technical
specifications of the Facilities and the Equipment to complete their portion of
the Work such Persons shall be deemed to be Representatives of Contractor. It is
understood that (a) any Representative receiving Confidential Information shall
be informed of the obligation of nondisclosure pursuant to this Agreement and
(b) Owner shall be responsible for any breach of this Agreement by its
Representatives.

     20.2 Notice Preceding Compelled Disclosure. If Contractor or Owner or any
Representative of either is requested or required (by oral question,
interrogatory, request for information or documents, subpoena, civil
investigative demand, or other law or legal process) to disclose any
Confidential Information, such party will promptly notify the other party of the
request or requirement so that the other party may seek an injunction or
appropriate protective order or grant a waiver of compliance with the provisions
of this Agreement. If, in the absence of an injunction, protective order, or the
receipt of a waiver hereunder, such party is, in the opinion of counsel,
compelled by law or legal process to disclose the Confidential Information, then
such party may disclose only such of the Confidential Information as is required
and, provided that it exercises reasonable efforts to obtain an order or other
reliable assurance that confidential treatment will be accorded to the disclosed
Confidential Information, there shall be no liability for the disclosure of
Confidential Information pursuant to this sentence.

     20.3 Definition of Confidential Information. The term "Confidential
Information" shall mean all information that is furnished by one party to the
other relating to the Facilities. Confidential Information shall also include
all written information generated by a party or its Representatives that
contains, reflects or is derived from furnished Confidential Information. The
term "written information" shall include information recorded or stored in a
digital format on electronic, magnetic, or optical media. The following will not
constitute Confidential Information for purposes of this Agreement: (a)
information which is or becomes publicly available other than as a result of a
disclosure in violation of this Agreement, (b) information which was already
known to the recipient prior to being furnished pursuant to this Agreement and
(c) information which becomes available on a non-confidential basis from a
source other than the disclosing party if such source was not subject to any
prohibition against transmitting the information to the recipient.

     20.4 Remedies. Money damages would not be a sufficient remedy for any
breach of the above provisions of this Article 20 and the disclosing party shall
be entitled to seek specific performance and injunctive relief as remedies for
any such breach. Such remedies shall not be deemed to be the exclusive remedies
for any such breach but shall be in addition to all other remedies available at
law or in equity.


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     20.5 Intellectual Property Provisions. Owner recognizes that some of the
Equipment, and any software, or proprietary information or other intellectual
property (collectively, "Technology") provided by Contractor to Owner as part of
the Scope of Work, may carry with it certain restrictions on use, copying and
distribution because it is subject to certain license agreements. Owner agrees
not to violate any such licenses of which Contractor informs Owner; provided
that, Owner or Owner shall have the right to assign the benefit of such licenses
to Lender in connection with granting a security interest in the Facilities, to
a purchaser in connection with a transfer of the Facilities or to any subsequent
owner or assignee of the same, or to a Replacement Contractor. Contractor
represents and warrants that with respect to Technology it has all rights and
licenses necessary for it to provide use of such Technology in the performance
of the Work and to transfer, license to, and provide such Technology to Owner or
Owner as contemplated in this Agreement and in this connection, Contractor
grants Owner or Owner a perpetual, irrevocable, non-exclusive, transferable and
royalty free license for the use, copying, modification, adaptation, display and
performance of such Technology only in connection with the construction,
ownership, operation, maintenance, repair, rebuilding, alteration and expansion
of the Facilities at any time. Such license allows Owner or Owner only the
limited right to use, copy, modify, adapt, display and perform such Technology
as set forth herein and shall not convey any title to or ownership in such
Technology to Owner or Owner or any Person to whom Owner or Owner is permitted
to assign its license interests therein. This license shall survive termination
of this Agreement by either party for any reason. Moreover, to the extent Owner
is not provided as part of the Work with the source code of any software
provided by Contractor to Owner, Contractor shall provide Owner with a source
code escrow agreement in form and substance acceptable to Owner from the
appropriate software vendor or licensor.

     20.6 Intellectual Property Warranties. Contractor represents and warrants
that, with respect to any Technology sold to, transferred to, licensed to, or
used by Contractor under this Agreement, Contractor owns or has sufficient
rights, title and interest in such Technology and the intellectual property
rights associated with such Technology to sell or license such Technology to
Owner or otherwise allow Owner to use such Technology pursuant to the terms of
this Agreement.

                                   ARTICLE 21.

                                    SECURITY

     21.1 Retention Bond. Contractor may reduce the amount of Retainage and/or
Punch List Withholding required by this Agreement to the extent Contractor has
delivered to Owner one or more irrevocable letters of credit or bank guarantees
in a form reasonably acceptable to Owner, issued by a financial institution
rated at least "A" by Standard & Poor's Corporation and at least "A2" by Moody's
Investors Service (the "Retention Bond") in an amount equal to the proposed
reduction, unless a Parent Guarantee is in place covering the proposed
reduction. The Retention Bond may be drawn upon by Owner in U.S. Dollars in the
United States of America from time to time for Contractor's failure to perform
any of its material obligations under this Agreement or at any time there is
less than fourteen (14) days remaining prior to the expiration of such Retention
Bond.

     21.2 Intentionally Omitted.


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                                   ARTICLE 22.

                            MISCELLANEOUS PROVISIONS

     22.1 Governing Law. THIS AGREEMENT AND THE CONSTRUCTION AND INTERPRETATION
OF THIS AGREEMENT, AND ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT
SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE IN WHICH THE WORK IS LOCATED WITHOUT APPLICATION OF ITS CHOICE OF LAW
RULES OR THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF GOODS.

     22.2 Notice. Notices or communications with respect to routine performance
and administration of this Agreement shall be given by such means as may be
appropriate to provide adequate communication, including written confirmation as
necessary. All other notices, consents, requests, demands or other
communications to or upon the respective parties shall be in writing and shall
be effective for all purposes upon receipt on any Business Day before 5:00 PM
local time and on the next Business Day if received after 5:00 PM or on other
than a Business Day, including without limitation, in the case of (a) personal
delivery, (b) delivery by messenger, express or air courier or similar courier,
(c) delivery by United States first class certified or registered mail, postage
prepaid and (d) transmittal by telecopier or facsimile, addressed to the parties
at the following addresses:

                  To Owner:             Omega Protein, Inc.
                                        c/o Omega Protein Corporation
                                        1717 St. James Place, Suite 550
                                        Houston, Texas 77056
                                        Attention:  President
                                        Fax:  713-940-6122

                  To Contractor:        Suitt Construction Co., Inc.
                                        10800 Midlothian Turnpike, Suite 300
                                        Richmond, Virgnia 23235
                                        Attention:  Robert Albert
                                        Fax:  804-794-8116

     Either party may change its address by seven (7) day's prior written notice
to the other in the manner set forth above. In addition, either party may
designate from time to time, by written notice given under this Section,
additional addresses for notices or other or additional representatives for
receipt of notices. Receipt of communications by United States first class or
registered mail or by courier will be sufficiently evidenced by return receipt.
Receipt of communications by facsimile will be sufficiently evidenced by a
machine generated evidence of transmission without notation of error. In the
case of illegible or otherwise unreadable facsimile transmissions, the receiving
party shall promptly notify the transmitting party of any transmission problem
and the transmitting party shall promptly resend any affected pages.

     22.3 Assignment. Except as set forth below in this Section 22.3, this
Agreement may be assigned only with the prior written consent of the other party
to this Agreement. Owner and any assignee of Owner may assign this Agreement and
any rights or obligations hereunder to


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     (a) any Person that acquires Owner's interest in the Facilities and
     demonstrates the financial ability to satisfy Owner's obligations under
     this Agreement and (b) any Lender or any trustee or agent of any Lender as
     collateral security (and in connection with the same, Contractor hereby
     agrees to execute and deliver to Lender a consent agreement in the form
     reasonably requested by Lender). Contractor may assign this Agreement to
     any Affiliate of Contractor; provided that Contractor and its Parent
     unconditionally guarantee the performance of such Affiliate's obligations
     under this Agreement. Any purported assignment not in compliance with this
     Section 22.3 shall be void and without force or effect.

     22.4 Miscellaneous.

          22.4.1 Entire Agreement. This Agreement contains the entire
     understanding of the parties with respect to the subject matter hereof and
     reflects the prior agreements and commitments with respect thereto. There
     are no other oral or written understandings, terms or conditions and
     neither party has relied upon any representation, express or implied, not
     contained in this Agreement.

          22.4.2 Amendments. No change, amendment, or modification of this
     Agreement shall be valid or binding upon the parties hereto unless such
     change, amendment or modification shall be in writing and duly executed by
     both parties hereto.

          22.4.3 Joint Effort. Preparation of this Agreement has been a joint
     effort of the parties and the resulting document shall not be construed
     more severely against one of the parties than against the other.

          22.4.4 Captions. The captions contained in this Agreement are for
     convenience and reference only and in no way define, describe, extend, or
     limit the scope of intent of this Agreement or the intent of any provision
     contained herein.

          22.4.5 Severability. The invalidity of one or more phrases, sentences,
     clauses, sections, or articles contained in this Agreement shall not affect
     the validity of the remaining portions of the Agreement so long as the
     material purposes of this Agreement can be determined and effectuated.

          22.4.6 No Waiver. Any failure of any party to enforce any of the
     provisions of this Agreement or to require compliance with any of its terms
     at any time during the pendency of this Agreement shall in no way affect
     the validity of this Agreement, or any part hereof, and shall not be deemed
     a waiver of the right of such party thereafter to enforce such provisions
     or require compliance with such terms.

          22.4.7 Successors and Assigns. This Agreement shall be binding upon
     and shall inure to the benefit of the parties hereto and their successors
     and permitted assigns.

          22.4.8 Exhibits. All Exhibits referenced in this Agreement shall be
     incorporated into this Agreement by such reference and shall be deemed to
     be an integral part of this Agreement.


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          22.4.9 Independent Contractor. Contractor's relationship with Owner
     is that of an independent contractor and nothing contained in this
     Agreement shall be construed as constituting a joint venture or partnership
     between Contractor and Owner.

          22.4.10 Further Assurances. Contractor and Owner agree to provide such
     information, execute and deliver any instruments and documents and to take
     such other actions as may be necessary or reasonably requested by the other
     party which are not inconsistent with the provisions of this Agreement and
     which do not involve the assumptions of obligations other than those
     provided for in this Agreement, in order to give full effect to this
     Agreement and to carry out the intent of this Agreement.

          22.4.11 Priority. In the event of any conflict or inconsistency
     between this Agreement and the Exhibits or other incorporated or associated
     documentation, the terms and conditions of this Agreement shall control.

          22.4.12 Counterparts. This Agreement may be signed in any number of
     counterparts and each counterpart shall represent a fully executed original
     as if signed by both parties.

          22.4.13 Survival and Sunset. The warranties and indemnities set forth
     in this Agreement, and any other provisions which specifically so specify,
     shall survive the completion of the Work, the payment of all portions of
     the Contract Price and any termination of this Agreement.

          22.4.14 Performance of Obligations. If an obligation to be performed
     under this Agreement falls due on a day other than a Business Day, the
     obligation will be due on the next Business Day.

          22.4.15 Language. This Agreement and all documents, correspondence,
     notices, certificates, data, and drawings supplied herewith shall be
     provided in English.



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     IN WITNESS WHEREOF, Owner and Contractor executed this Agreement as of the
date first written above.

                               OWNER:

                               OMEGA PROTEIN, INC.



                               By:  /s/ Joseph L. von Rosenberg III
                                  ----------------------------------------------
                                    Joseph L. von Rosenberg III,
                                    President and Chief Executive Officer


                               CONTRACTOR:

                               SUITT CONSTRUCTION CO., INC.

                               By: /s/ Donald H. Nickell, Jr.
                                  ----------------------------------------------
                                    Donald H. Nickell, Jr.
                                    Executive Vice-President