THE AMERICAN INSTITUTE OF ARCHITECTS


                                AIA DOCUMENT A111

                           Standard Form of Agreement
                          Between Owner and Contractor

                        where the basis of payment is the
                           COST OF THE WORK PLUS A FEE
                   with or without a Guaranteed Maximum Price

                                  1987 EDITION

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

        The 1987 Edition of AIA Document A201, General Conditions of the
   Contract for Construction, is adopted in this document by reference. Do not
       use with other general conditions unless this document is modified.
     This document has been approved and endorsed by The Associated General
                            Contractors of America.


AGREEMENT
made as of the fifteenth day of June  in the year of 
Nineteen Hundred and ninety five

BETWEEN the Owner:        Pacific Capital Bancorp
(Name and address)        1001 S. Main Street
                          Salinas, CA 93901


and the Contractor:       Daniels & House Construction Co.
(Name and address)        P.0. Box 1470
                          Monterey, CA 93942


the Project is:           Renovation of existing building and construction of
(Name and address)        new addition: for First National Bank of Central
                          California  at 1001 S. Main Street Salinas, CA 93901


the Architect is:         HBFL Architects
(Name and address)        380 Main Street
                          Salinas, CA 93901

The Owner and Contractor agree as set forth below.


Copyright 1920, 1925,  1951, 1958, 1961, 1963, 1967, 1971, 1978,  (c)1987 by The
American Institute of Architects,  1735 New York Avenue, N.W., Washington,  D.C.
20006.  Reproduction  of the  material  herein or  substantial  quotation of its
provisions  without written permission of the AIA violates the copyright laws of
the United States and will be subject to legal prosecution.

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AIA  DOCUMENT  A111 .  OWNER-CONTRACTOR  AGREEMENT  . TENTH  EDITION  . AIA(R) .
(c)1987 . THE AMERICAN  INSTITUTE  OF  ARCHITECTS,  1735 NEW YORK  AVENUE, N.W.,
WASHINGTON, D.C. 20006                                               A111-1987 1
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                                    ARTICLE I
                             THE CONTRACT DOCUMENTS

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

                                    ARTICLE 2
                            THE WORK OF THIS CONTRACT

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

     The  renovation  of the existing bank  building and  construction  of a new
     addition as described in the contract documents prepared by HBFL Architect.
     Work to include associated demolition, sitework and construction.

     Preparation  of a temporary  banking  facility,  parking lot and associated
     utilities shall be the responsibility of the owner.




                                    ARTICLE 3
                           RELATIONSHIP OF THE PARTIES

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

                                    ARTICLE 4
                 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1 The date of  commencement  is the  date  from  which  the  contract  Time of
Subparagraph 4.2 is measured;  it shall be the date of this Agreement,  as first
written above,  unless a different date is stated below or provision is made for
the date to be fixed in a notice to proceed issued by the Owner.

(Insert the date of commencement,  if it differs from the date of this Agreement
or, if applicable, state that the date will be fixed in a notice to proceed.)

     Date of commencement shall be on or about June 26, 1995, unless modified by
     subsequent notices to proceed.

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


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

<PAGE>

4.2 The Contractor shall achieve  Substantial  Completion of the entire Work not
later than

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

     Substantial  completion of the  renovation  and new  construction  shall be
     achieved on or before May 1, 1996.

, subject to  adjustments  of this  Contract  Time as provided  in the  contract
Documents.  

(Insert  provisions,  if any,  for  liquidated  damages  relating  to failure to
complete on time.)



                                    Article 5

                                  CONTRACT SUM

5.1 The Owner shall pay the  Contractor  in current  funds for the  Contractor's
performance  of the contract the Contract Sum consisting of the cost of the Work
as defined in Article 7 and the contractor's Fee determined as follows: 

(State  a lump  sum,  percentage  of Cost of the  Work or  other  provision  for
determining the contractor's  Fee, and explain how the Contractor's Fee is to be
adjusted for changes in the Work.)

     The  contractor's fee shall be six & one half percent (6.5%) of the cost of
     the work as  defined  in Article 7 of this  contract.  See cost  breakdown,
     (Attachment "A" and Attachment "B") for sample calculation of fee/savings.

     Contractor's fee will initially be  increased/decreased  as indicated above
     pending value engineering modifications and developing a guaranteed maximum
     price.

     Subsequent  changes  in the work  will  cause  the  contractor's  fee to be
     increased in accordance  with the provisions in Article 6 of this contract.
     For changes  increasing  the scope of work, the fee will be increased by an
     amount  not to  exceed  10% of the  cost  of the  work.  There  will  be no
     reduction in fee for decreased in work.

5.2   GUARANTEED MAXIMUM PRICE (IF APPLICABLE)

5.2.1 The sum of the Cost of the Work and the  Contractor's Fee is guaranteed by
the  Contractor not to exceed one million three hundred ninety six thousand nine
hundred twenty dollars*** Dollars ($1,396,920.00***),  subject to additions and
deductions by Change Order as provided in the Contract  Documents.  Such maximum
sum is referred to in the Contract  Documents as the  Guaranteed  Maximum Price.
Costs which would cause the  Guaranteed  Maximum  Price to be exceeded  shall be
paid by the Contractor  without  reimbursement  by the Owner. 

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

     * The G.M.P. at the time of initiation of the contract does not reflect all
     value engineering  considerations but bids and allowances available at that
     time.

     1). See Attachment  "A"  to  the  construction   contract   describing  the
     provisions  of the  guaranteed  maximum  price (cost) and  distribution  of
     savings.

     2). Savings  realized in the construction of the building and calculated as
     noted in Attachment "A" will be distributed 75% to the Owner and 25% to the
     Contractor. 

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

<PAGE>

5.2.2 The Guaranteed  Maximum Price is based upon the following  alternates,  if
any,  which are described in the Contract  Documents and are hereby  accepted by
the Owner:

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





5.2.3 The amounts agreed to for  allowances  are as follows:

(State  unit  prices  only  if  a  Guaranteed   Maximum  Price  is  inserted  in
Subparagraph 5.2.1)

     The following  amounts have been  incorporated  in the  preliminary  G.M.P.
     pending final design considerations:

                  Earthwork (Sitework)                           $45,000
                  Concrete (Structural, Site, Offsite)           114,969
                  Masonry (including brick at columns)           147,003
                  Structural/Misc. Steel                          69,370
                  Roofing                                         19,600
                  Entrances, Storefronts, Glazing                111,114
                  Lath, Plaster, Drywall                          43,501
                  Carpet                                          35,320
                  Millwork                                       102,039
                 


                                    ARTICLE 6
                               CHANGES IN THE WORK

6.1    CONTRACTS  WITH  A  GUARANTEED  MAXIMUM  PRICE  

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

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

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

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

<PAGE>

6.2    CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

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

6.3    ALL  CONTRACTS 

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


                                    ARTICLE 7
                             COSTS TO BE REIMBURSED

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

7.1.1   LABOR COSTS

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

7.1.1.2 Wages or salaries of the  Contractor's  supervisory  and  administrative
personnel  when  stationed  at the site  with  the  Owner's  agreement.  

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

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

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

7.1.2   SUBCONTRACT  COSTS 

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

7.1.3  COSTS  OF  MATERIALS   AND  EQUIPMENT   INCORPORATED   IN  THE  COMPLETED
       CONSTRUCTION

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

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

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

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

7.1.4.2 Rental charges for temporary facilities,  machinery, equipment, and hand
tools not customarily owned by the construction  workers,  which are provided by
the Contractor at the site,  whether  rented from the Contractor or others,  and
costs  of   transportation,   installation,   minor  repairs  and  replacements,
dismantling and removal thereof.  Rates and quantities of equipment rented shall
be subject to the Owner's  prior  approval. 

7.1.4.3 Costs of removal of debris from the site.

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

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

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


<PAGE>

7.1.5    MISCELLANEOUS COSTS

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

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

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

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

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

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

7.1.6    OTHER COSTS

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

7.2     EMERGENCIES: REPAIRS TO DAMAGED, DEFECTIVE OR NONCONFORMING WORK

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

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

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

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

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

                                    ARTICLE 8
                           COSTS NOT TO BE REIMBURSED

8.1 The Cost of the Work shall not include:

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

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

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

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

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

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

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

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

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

                                    ARTICLE 9
                         DISCOUNTS, REBATES AND REFUNDS

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


                                   ARTICLE 10
                        SUBCONTRACTS AND OTHER AGREEMENTS

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

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

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


                                   ARTICLE 11
                               ACCOUNTING RECORDS

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


                                   ARTICLE 12
                                PROGRESS PAYMENTS

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

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

12.3 Provided an Application  for Payment is received by the Architect not later
than the first day of a month,  the Owner shall make  payment to the  Contractor
not later than the fifteenth day of the month.  If an Application for Payment is
received by the Architect after the application date fixed above,  payment shall
be made by the Owner not later than  fifteen days after the  Architect  receives
the Application for Payment.

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

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

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12.5 CONTRACTS WITH A GUARANTEED MAXIMUM PRICE

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

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

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

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

12.5.3.2 Add that portion of the Guaranteed  Maximum Price properly allocable to
materials and equipment delivered and suitably stored at the site for subsequent
incorporation  in the Work or, if  approved  in advance  by the Owner,  suitably
stored off the site at a location agreed upon in writing.

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

12,5.3.4 Subtract the aggregate of previous payments made by the Owner.

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

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

12.5.4 Additional retainage,  if any, shall be as follows: 

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

     Additional  Provisions:  For those trades or activities which are completed
     in the  early  phases  of the  project,  and  have  performed  in a  manner
     satisfactory  to the Architect,  shall be eligible for release of retention
     upon Architect's approval.


12.6    CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

12.6.1  Applications  for  Payment  shall  show the  Cost of the  Work  actually
incurred  by  the  Contractor  through  the  end of the  period  covered  by the
Application for Payment and for which the Contractor has made or intends to make
actual payment prior to the next Application for Payment.

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

12.6.2.1 Take the Cost of the Work as described in Subparagraph 12.6.1.

12.6.2.2  Add  the  Contractor's  Fee,  less  retainage  of  percent  ( %).  The
Contractor's  Fee shall be computed  upon the Cost of the Work  described in the
preceding  Clause  12.6.2.1  at the rate  stated  in  Paragraph  5.1 or,  if the
Contractor's  Fee is stated as a fixed sum in that  Paragraph,  an amount  which
bears  the  same  ratio  to that  fixed-sum  Fee as the  Cost of the Work in the
preceding Clause bears to a reasonable estimate of the probable Cost of the Work
upon its completion.

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

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

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

<PAGE>

12.6.2.5  Subtract  amounts,  if any,  for which the  Architect  has withheld or
withdrawn a Certificate for Payment as provided in the Contract Documents.

12.6.3 Additional retainage, if any, shall be as follows:








12.7 Except with the Owner's prior approval, payments to Subcontractors included
in the Contractor's Applications for Payment shall not exceed an amount for each
Subcontractor calculated as follows:
        
12.7.1 Take that portion of the Subcontract Sum properly  allocable to completed
Work as determined by multiplying  the percentage  completion of each portion of
the Subcontractor's  Work by the share of the total Subcontract Sum allocated to
that  portion in the  Subcontractor's  schedule  of values,  less  retainage  of
           percent (    %). Pending final determination of amounts to be paid to
the  Subcontractor  for  changes  in the Work,  amounts  not in  dispute  may be
included as provided in Subparagraph 7.3.7 of the General Conditions even though
the Subcontract Sum has not yet been adjusted by Change Order.


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

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

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

12.7.5 Add, upon Substantial Completion of the entire Work of the Contractor,  a
sum sufficient to increase the total payments to the  Subcontractor to          
percent (      %) of the Subcontract  Sum, less amounts,  if any, for incomplete
Work and  unsettled  claims;  and,  if final  completion  of the entire  Work is
thereafter  materially  delayed through no fault of the  Subcontractor,  add any
additional amounts payable on account of Work of the Subcontractor in accordance
with Subparagraph 9.10.3 of the General Conditions.


(If it is intended,  prior to  Substantial  Completion of the entire Work of the
Contractor,  to reduce or limit the retainage from Subcontractors resulting from
the percentages  inserted in Subparagraphs  12.7.1 and 12.7.2 above, and this is
not explained  elsewhere in the Contract  Documents,  insert here provisions for
such reduction or limitation.)









The Subcontract Sum is the total amount stipulated in the subcontract to be paid
by the Contractor to the  Subcontractor for the  Subcontractor's  performance of
the subcontract.

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

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


                                   ARTICLE 13
                                  FINAL PAYMENT

13.1 Final  payment  shall be made by the Owner to the  Contractor  when (1) the
Contract has been fully performed by the Contractor  except for the Contractor's
responsibility  to correct  defective  or  nonconforming  Work,  as  provided in
Subparagraph   12.2.2  of  the  General   Conditions,   and  to  satisfy   other
requirements,  if any,  which  necessarily  survive  final  payment; (2) a final
Application for Pay-

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

<PAGE>

ment and a final  accounting for the Cost of the Work have been submitted by the
Contractor and reviewed by the Owner's accountants;  and (3) a final Certificate
for Payment has then been issued by the  Architect;  such final payment shall be
made by the Owner not more than 30 days after the  issuance  of the  Architect's
final Certificate for Payment, or as follows:

Final payment to the contractor,  including release of retention,  shall be made
upon  completion of the project,  and no later than 35 days following the filing
of the Notice of Substantial Completion,  provided that applications for payment
are  submitted  by  contractor  pursuant  to  Article  12.3 and  contractor  has
completed all submitted work described in the documents, settled all claims, and
provided final lien releases.




13,,2 The amount of the final payment shall be calculated as follows:

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

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

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

13.3  The  Owner's  accountants  will  review  and  report  in  writing  on  the
Contractor's  final  accounting  within  30 days  after  delivery  of the  final
accounting to the Architect by the Contractor.  Based upon such Cost of the Work
as the Owner's  accountants report to be substantiated by the Contractor's final
accounting,  and provided the other  conditions of Paragraph 13.1 have been met,
the Architect will, within seven days after receipt of the written report of the
Owner's  accountants,  either issue to the Owner a final Certificate for Payment
with a copy to the Contractor,  or notify the Contractor and Owner in writing of
the   Architect's   reasons  for   withholding  a  certificate  as  provided  in
Subparagraph  9.5.1 of the General  Conditions.  The time periods stated in this
Paragraph  13.3  supersede  those  stated in  Subparagraph  9.4.1 of the General
Conditions.
   
13.4 If the Owner's  accountants report the Cost of the Work as substantiated by
the  Contractor's  final accounting to be less than estimated by the Contractor,
the Contractor  shall be entitled to demand  arbitration of the disputed  amount
without a further decision of the Architect.  Such demand for arbitration  shall
be made by the  Contractor  within 30 days after the  Contractor's  receipt of a
copy of the  Architect's  final  Certificate  for  Payment;  failure  to  demand
arbitration  within this 30-day period shall result in the substantiated  amount
reported by the Owner's accountants becoming binding on the Contractor.  Pending
a final resolution by arbitration, the Owner shall pay the Contractor the amount
certified in the Architect's final Certificate for Payment.

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

                                   ARTICLE 14
                           MISCELLANEOUS PROVISIONS 

14.1 Where  reference  is made in this  Agreement  to a provision of the General
Conditions or another Contract Document,  the reference refers to that provision
as amended or supplemented by other provisions of the Contract Documents.
      
14.2  Payments due and unpaid under the Contract  shall bear  interest  from the
date payment is due at the rate stated below, or in the absence thereof,  at the
legal  rate  prevailing  from time to time at the place  where  the  Project  is
located.

(lnsert rate of interest agreed upon, if any.)







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


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

<PAGE>

14.3 Other provisions:

     A.  Items  specifically  excluded  from the scope of the  contract  and the
         responsibility of others are as follows:

          1. The cost of building  permit fees, plan check cost, city inspection
             fees.

          2. The cost of utility company fees including the re-location of power
             poles/service at Romie Lane.

          3. Landscaping & irrigation.

          4. Exterior monument signage.

          5. Window cover

          6. Cost of testing, engineering or soils analysis.




                                   ARTICLE 15
                            TERMINATION OR SUSPENSION

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

15.2 If a Guaranteed Maximum Price is established in Article 5, the Contract may
be  terminated  by the Owner for cause as  provided in Article 14 of the General
Conditions;  however,  the amount,  if any, to be paid to the  Contractor  under
Subparagraph  14.2.4 of the General  Conditions  shall not cause the  Guaranteed
Maximum  Price to be  exceeded,  nor shall it  exceed the amount the  Contractor
would be entitled to receive under Paragraph 15.3 below.
      

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

15.3.1  Take the  Cost of the Work  incurred  by the  Contractor  to the date of
termination.

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

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

The Owner shall also pay the Contractor fair compensation, either by purchase or
rental at the election of the Owner,  for any equipment  owned by the Contractor
which the Owner elects to retain and which is not otherwise included in the Cost
of the Work under  Subparagraph  15.3.1.  To the extent that the Owner elects to
take legal  assignment of  subcontracts  and purchase orders  (including  rental
agreements),  the  Contractor  shall,  as a condition of receiving  the payments
referred to in this Article 15, execute and deliver all such papers and take all
such  steps,  including  the legal  assignment  of such  subcontracts  and other
contractual  rights of the Contractor,  as the Owner may require for the purpose
of fully  vesting in the Owner the rights and benefits of the  Contractor  under
such subcontracts or purchase orders.
     
15.4 The Work may be  suspended  by the Owner as  provided  in Article 14 of the
General Conditions; in such case, the Guaranteed Maximum Price, if any, shall be
increased as provided in Subparagraph  14.3.2 of the General  Conditions  except
that the term "cost of performance of the Contract" in that  Subparagraph  shall
be  understood  to mean the Cost of the  Work  and the  term  "profit"  shall be
understood to mean the  Contractor's  Fee as described in Paragraphs 5.1 and 6.3
of this Agreement.

                                   ARTICLE 16
                        ENUMERATION OF CONTRACT DOCUMENTS

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

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

16.1.2 The General  Conditions  are the General  Conditions  of the Contract for
Construction, AIA Document A201, 1987 Edition.



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

<PAGE>

16.1.3  The  Supplementary  and  other  Conditions  of the  Contract  are  those
contained  in the  Project  Manual  dated  November 1, 1994, and are as follows:

Document                       Title                                   Pages


                               See Attachment "C"









16.1.4 The  Specifications are those contained in the Project Manual dated as in
Paragraph 16.1.3, and are as follows:  

(Either  list the  Specifications  here or refer to an exhibit  attached to this
Agreement.)

 Section                        Title                                  Pages



                               See Attachment "C"








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


<PAGE>

16.1.5 The  Drawings are as follows,  and are dated                             
unless a different date is shown below:  

(Either  list  the  Drawings  here  or  refer  to an  exhibit  attached  to this
Agreement.)

Number                          Title                             Date

  G1.0 - 1.3                  Various                           8-15-94
* A2.1 - 10.2              Various as listed on G1.0
* S1 - S8                     Various                           8-15-94
  M1 - M3                     Various                           8-15-94
  P1 - P3                     Various                           8-15-94
  E1 - E7                     Various                           8-15-94
  Sheet 1 & 2 of 2       Improvement Plan by H.D. Peters        11-94
* S.2,3,5,6,7,8               Various                      Delta 1, 10-25-94
                                                           Delta 2,  4-11-95
**A Series                    Various                      Delta 1, 10-25-94







16.1.6 The Addenda, if any, are as follows:

Number                          Date                             Pages

  1                         12-21-94                               11
  2                          3-3-95                                 4
  3                          4-13-95                                3
  4                          4-25-95                                2
  5                          5-8-95                                 1
  6                          6-5-95                                 9
          




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



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

<PAGE>

16.1.7 Other Documents,  if any,  forming part of the Contract  Documents are as
follows:  

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



     Addendum to Geotechnical investigation for:

         First National Bank
         1001 South Main St.
         Salinas, CA
     Dated 3-6-95 by Reynolds & Associates








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



OWNER                                 CONTRACTOR

  /s/ DENNIS A. DECIUS                 /s/ NORM PETERSON
--------------------------------      ----------------------------------
(Signature)                           (Signature)



  /s/ DENNIS A. DECIUS  EVP & CFO      Norm Peterson, Vice President
--------------------------------      ----------------------------------
(Printed name and title)              (Printed name and title)




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

<PAGE>

                                 ATTACHMENT "A"
<TABLE>

DANIELS & HOUSE CONST. CO.                              JUN 23, 1995   8:52:00
BD525                            ESTIMATE SUMMARY REPORT               PAGE  1

ESTIMATE:   95023- FIRST NATIONAL BANK SALINAS        *ESTIMATE IS NOT COMPLETE*
ALTERNATE:

                                                                 MARK UPS--/
<CAPTION>

SUMMARY CODE                                        SUB-CONTRACTOR           LABOR  MATERIAL  SUBCONTRCT EQUIPMENT  OTHERS    TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
<C>                                                 <C>                     <C>        <C>       <C>       <C>      <C>       <C>   
01100 GENERAL CONDITIONS                                                    41,864     1,000     4,850     3,330    28,201    79,245
**SUBTOTAL**                                                                41,864     1,000     4,850     3,330    28,201    79,245

02050 DEMOLITION                                    GALAGHER                 9,742      --      18,775      --       4,375    32,892
02100 SITE PREPARATION                                                        --        --           0      --        --           0
02200 EARTHWORK                                                               --        --      45,000      --        --      45,000
02350 PILES AND CAISSONS                            INCL IN SOUZA             --        --           0      --        --           0
02500 PAVING AND SURFACING                                                    --        --           0      --        --           0
02510 WALKS, CURBS & CONCRETE PAVI                                            --        --           0      --        --           0
02800 SITE IMPROVEMENTS                                                       --        --         750      --        --         750
**SUBTOTAL**                                                                 9,742         0    64,525         0     4,375    78,642

03200 CONCRETE REINFORCEMENT                        INCL IN SOUZA             --        --           0      --        --           0
03300 CAST IN PLACE CONCRETE                        SOUZA                     --        --     114,969      --        --     114,969
**SUBTOTAL**                                                                     0         0   114,969         0         0   114,969

04200 UNIT MASONRY                                  ROSSI                     --        --     147,003      --        --     147,003
04400 STONE MASONRY                                 NAPA VAL. CAST STONE      --        --      30,665      --        --      30,665
**SUBTOTAL**                                                                     0         0   177,668         0         0   177,668

05100 STRUCTURAL METAL FRAMING                      JENNELL                   --        --      69,370      --        --      69,370
05500 METAL FABRICATIONS                            INCL IN JENNELL          1,014       490         0      --         491     1,995
**SUBTOTAL**                                                                 1,014       490    69,370         0       491    71,365

06050 FASTENERS AND ADHESIVES                                                 --         890      --        --        --         890
06100 ROUGH CARPENTRY                                                       29,617    24,748      --        --      14,446    68,811
06115 SHEATHING                                                              5,984     7,043     1,850         0     2,912    17,789
06200 FINISH CARPENTRY                              INCL IN KNAPP            9,973         0   102,039         0     5,077   117,085
06400 ARCHITECTURAL WOODWORK                        INCL IN KNAPP?          12,828         0     3,400         0     6,530    22,758
06600 PLASTIC FABRICATIONS                                                    --        --         300      --        --         300
**SUBTOTAL**                                                                58,402    32,681   107,589         0    28,965   227,637

07100 WATERPROOFING                                 INCL IN SCUDDER           --        --           0      --        --           0
07200 INSULATION                                    COAST INSULATION          --        --      10,207      --        --      10,207
07400 PREFORMED ROOFING & CLADDING                  SAWYER & MCCARTY          --        --           0      --        --           0
07500 MEMBRANE ROOFING                              SCUDDER ROOFING           --        --      19,600      --        --      19,600
07600 FLASHING & SHEET METAL                        INCL IN SAWYER & MC CA    --        --           0      --        --           0
07600 SKYLIGHTS                                     INCL IN CCG               --        --           0      --        --           0
07900 JOINT SEALERS                                                           --        --           0      --        --           0
**SUBTOTAL**                                                                     0         0    29,807         0         0    29,807

08100 METAL DOORS & FRAMES                          INCL IN CCG               --        --           0      --        --           0
08200 WOOD & PLASTIC DOORS                          INCL IN KNAPP            3,953      --           0      --       2,012     5,965
06300 SPECIAL DOORS                                 INCL IN KNAPP             --        --           0      --        --           0
06400 ENTRANCES & STOREFRONTS                       CCG                       --        --     111,114      --        --     111,114
08600 WOOD & PLASTIC WINDOWS                        INCL IN CCG              1,514      --           0      --         771     2,285
08700 HARDWARE                                      INCL IN CCG              1,952      --           0      --         994     2,946
08800 GLAZING                                       INCL IN CCG               --        --           0      --        --           0
**SUBTOTAL**                                                                 7,419         0   111,114         0     3,777   122,310

09200 LATH & PLASTER                                SAN BENITO                --        --      43,501      --        --      43,501
09250 GYPSUM BOARD                                  INCL IN SAN BENITO        --        --           0      --        --           0

</TABLE>

<PAGE>

<TABLE>
DANIELS & HOUSE CONST. CO.                               JUN 23, 1995   8:52:00
BD525                            ESTIMATE SUMMARY REPORT               PAGE  2

ESTIMATE:   95023- FIRST NATIONAL BANK SALINAS        *ESTIMATE IS NOT COMPLETE*
ALTERNATE:
                                                                  MARK UPS --/
<CAPTION>

SUMMARY CODE                                        SUB-CONTRACTOR           LABOR  MATERIAL  SUBCONTRCT EQUIPMENT  OTHERS    TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
<C>                                               <C>                         <C>       <C>    <C>         <C>       <C>    <C>   
09300 TITLE                                       RINALDI                     --        --      29,385      --        --      29,385
09500 ACOUSTICAL TREATMENT                        CALIF ACOUSTICS             --        --      14,700      --        --      14,700
09650 RESILIENT FLOORING                          INCL IN FLOOR CENTER        --        --      35,320      --        --      35,320
09680 CARPET                                      INCL IN FLOOR CENTER        --        --           0      --        --           0
09800 SPECIAL COATINGS                            LENEVE                      --        --       4,197      --        --       4,197
09900 PAINTING                                    LENEVE                      --        --      12,265      --        --      12,265
**SUBTOTAL**                                                                     0         0   139,368         0         0   139,368

10150 COMPARTMENTS & CUBICLES                     INCL IN CCG                 --        --           0      --        --           0
10200 LOUVERS & VENTS                                                         --        --           0      --        --           0
10400 IDENTIFYING DEVICES                                                     --        --         350      --        --         350
10520 FIRE PROTECTION SPECIALTIES                                             --        --         450      --        --         450
10800 TOILET & BATH ACCESSORIES                   INCL IN CCG                  281      --           0      --         143       424
**SUBTOTAL**                                                                   281         0       800         0       143     1,224

11450 RESIDENTIAL EQUIPMENT                       MC PHAILS                   --        --         430      --        --         430
**SUBTOTAL**                                                                     0         0       430         0         0       430

12670 RUGS & MATS                                 DICK JOYCE                  --        --         600      --        --         600
**SUBTOTAL**                                                                     0         0       600         0         0       600

15300 FIRE PROTECTION                             BAY FIRE                    --        --      29,950      --        --      29,950
15400 PLUMBING                                    SAWYER & MC CARTY           --        --      93,625      --        --      93,625
15500 H.V.A.C                                     INCL IN SAWYER & MC CA      --        --           0      --        --           0
**SUBTOTAL**                                                                     0         0   123,575         0         0   123,575

1600 ELECTRICAL                                   SEIDEL                      --        --     102,124      --        --     102,124
**SUBTOTAL**                                                                     0         0   102,124         0         0   102,124
</TABLE>
<PAGE>
<TABLE>

DANIELS & HOUSE CONST. CO.                                JUN 23, 1995   8:52:00
BD525                            ESTIMATE SUMMARY REPORT                PAGE  3

ESTIMATE:   95023- FIRST NATIONAL BANK SALINAS         *ESTIMATE IS NOT COMPLETE*
ALTERNATE:
       MARK UPS--/
<CAPTION>

                      LABOR   MATERIAL SUBCONTRCT EQUIPMENT                       BURDEN  INDIRECTS   TOTAL
                    ---------------------------------------                      ----------------------------
<S>                   <C>      <C>     <C>        <C>                             <C>      <C>      <C>      
TOTALS                118,722  34,171  1,046,789  3,330                           58,362   7,590    1,268,964
MARK UPS
MARKED UP TTLS        118,722  34,171  1,046,789  3,330                           58,362   7,590    1,268,964
HOURS                   5,037                         1                            5,037       4
--------------------------------------------------------------------------------------------------------------
                                                                  SUBTOTAL                          1,268,964
</TABLE>
<TABLE>
<CAPTION>

ADD ON LINE/DESCRIPTION                  JC PHASE         JC COST TP           BASIS     SOURCE    METHOD  B/A  CONSTANT    AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
<C>                                     <C>  <C>          <C>                 <C>         <C>      <C>       <C>  <C>      <C>    
402 SMALL TOOLS PER LABOR DOLLARS       01525-900-        EQUIPMENT           COST TYPE     LABOR  PERCENT   B    2.50%     2,968
403 ROUGH HARDWARE, CARPENTRY           01525-950-         MATERIAL           COST TYPE   MATERIAL PERCENT   B    5.00%     1,709
-----------------------------------------------------------------------------------------------------------------------------------
                                                                        REGULAR ADD-ONS                                    4,677
                                                                        GRAND TOTAL                                    1,273,641
                                                                          6.50% GRAND TOTAL MARK UP     82,787     
                                                                                                                       1,356,428
  
ADD ON LINE/DESCRIPTION                  JC PHASE         JC COST TP           BASIS     SOURCE    METHOD  B/A  CONSTANT    AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
302 LIABILITY INSURANCE % GRAND TOTAL   00650-100-       INDIRECTS          GRAND TTL             PERCENT   A    0.78%     10,580
303 BUILDERS RISK % GRAND TOTAL         00650-140-       INDIRECTS          GRAND TTL             PERCENT   B    0.28%      3,596
-----------------------------------------------------------------------------------------------------------------------------------
                                                                        AFTER TOTAL ADD-ONS                                14,176
                                                                                                                        ----------
                                                                        BID TOTAL***************                        1,370,604
                                                                        
                                                                                   --------ESTIMATE CHECKS--------
                                                                                   TOTAL MARK UPS TO NET LABOR:             69.73%
                                                                                   TOTAL MARK UPS TO NET EQUIPMENT:       2486.10%
                                                                                   NET LABOR TO BID TOTAL:                   8.66%
                                                                                   TOTAL MARK UPS TO BID TOTAL:              6.04%
                                                                                   USER NUMERIC 1:                              0
                                                                                   USER NUMERIC 2:                              0
</TABLE>
<PAGE>
<TABLE>
   
DANIELS & HOUSE CONST. CO.                                JUN 23, 1995   8:52:00
BD525                            ESTIMATE SUMMARY REPORT                PAGE  4

ESTIMATE:  95023- FIRST NATIONAL BANK SALINAS                  ESTIMATE IS  COMPLETE
ALTERNATE: 1      SITE WORK
                                                MARK UPS--/
<CAPTION>

SUMMARY CODE                        SUB-CONTRACTOR      LABOR        MATERIAL    SUBCONTRCT     EQUIPMENT      OTHERS       TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
<C>                                                     <C>             <C>         <C>           <C>           <C>           <C>  
02800 SITE IMPROVEMENTS                                 1,089           372          --            --             493         1,954
**SUBTOTAL**                                            1,089           372             0             0           493         1,954

03100 CONCRETE FORMWORK                                  --            --            --            --            --               0
**SUBTOTAL**                                                0             0             0             0             0             0

05500 METAL FABRICATIONS                                   44            24          --            --              21            89
**SUBTOTAL**                                               44            24             0             0            21            89

06100 ROUGH CARPENTRY                                   1,472         1,007          --            --             709         3,188
06115 SHEATHING                                           238           248          --            --             115           601
06200 FINISH CARPENTRY                                  3,373         2,345          --            --           1,717         7,435
**SUBTOTAL**                                            5,083         3,600             0             0         2,541        11,224

00100 METAL DOORS & FRAMES                                 37          --            --            --              19            56
08700 HARDWARE                                             49          --            --            --              25            74
**SUBTOTAL**                                               86             0             0             0            44           130

10200 LOUVERS & VENTS                                      21          --            --            --              10            31
**SUBTOTAL**                                               21             0             0             0            10            31

</TABLE>
<PAGE>

<TABLE>

DANIELS & HOUSE CONST. CO.                              JUN 23, 1995   8:52:00
BD525                            ESTIMATE SUMMARY REPORT               PAGE  5

ESTIMATE:   95023-  FIRST NATIONAL BANK SALINAS            ESTIMATE IS COMPLETE
ALTERNATE:  1       SITE WORK
         MARK UPS--/
<CAPTION>

                      LABOR   MATERIAL SUBCONTRCT EQUIPMENT                       BURDEN  INDIRECTS   TOTAL
                    ---------------------------------------                      ----------------------------
<S>                    <C>     <C>             <C>       <C>                        <C>      <C>     <C>   
TOTAL                  6,323   3,996           0         0                          3,109    0       13,428
MARK UPS 
MARKED UP TTLS         6,323   3,996           0         0                          3,109    0       13,428
HOURS                    266                             0                            266                 0       
--------------------------------------------------------------------------------------------------------------
                                                                    SUBTOTAL                         13,428
</TABLE>

<TABLE>
<CAPTION>                                                                                                                
ADD ON LINE/DESCRIPTION                  JC PHASE         JC COST TP           BASIS     SOURCE    METHOD  B/A  CONSTANT    AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>                 <C>         <C>       <C>       <C>    <C>    <C>  
 402 SMALL TOOLS PER LABOR DOLLARS       01525-900-      EQUIPMENT           COST TYPE     LABOR   PERCENT   B      2.50%     158
 403 ROUGH HARDWARE, CARPENTRY           01525-950-      MATERIAL            COST TYPE   MATERIAL  PERCENT   B      1.00%      40
1004 SALES TAX % OF MATERIAL COST        01060-220       INDIRECTS           COST TYPE   MATERIAL  PERCENT   B      7.50%     300
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                    REGULAR ADD-ONS                           498
                                                                                    GRAND TOTAL                            13,926
                                                                                      6.00% GRAND TOTAL MARK UP     836
                                                                                                                           14,762
                                                                                                         
ADD ON LINE/DESCRIPTION                  JC PHASE         JC COST TP           BASIS     SOURCE    METHOD  B/A  CONSTANT    AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
 302 LIABILITY INSURANCE % GRAND TOTAL  00650-100-       INDIRECTS          GRAND TTL             PERCENT   A    0.78%       115
 303 BUILDERS RISK % GRAND TOTAL        00650-140-       INDIRECTS          GRAND TTL             PERCENT   B    0.28%        39
5002 BUILDING PERMIT BY TABLE METHOD    01060-100-       INDIRECTS          GRAND TTL              TABLE    A    9000         26
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                  AFTER TOTAL ADD-ONS                        180
                                                                                                                          ------
                                                                                  BID TOTAL *************                 14,942
                                                                                  
                                                                                  --------ESTIMATE CHECKS-----------
                                                                                  TOTAL MARK UPS TO NET LABOR:            13.22%
                                                                                  NET LABOR TO BID TOTAL:                 42.32%
                                                                                  TOTAL MARK UPS TO BID TOTAL:             5.59%
                                                                                  USER NUMERIC 1:                              0
                                                                                  USER NUMERIC 2:                              0
                                                                               
</TABLE>
<PAGE>
                                                                               
<TABLE>

DANIELS & HOUSE CONST. CO.                               JUN 23, 1995   8:52:00
BD525                            ESTIMATE SUMMARY REPORT               PAGE  6

ESTIMATE:  95023-  FIRST NATIONAL BANK SALINAS              ESITMATE IS COMPLETE
ALTERNATE: 3       CONC./FRAME @ EXISTING
                                                MARK UPS--/
<CAPTION>

SUMMARY CODE                        SUB-CONTRACTOR         LABOR     MATERIAL    SUBCONTRCT     EQUIPMENT      OTHERS       TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
<C>                                                         <C>        <C>            <C>            <C>        <C>        <C>  
06100 ROUGH CARPENTRY                                       4,644      3,114           --             --         2,236      9,994
06200 FINISH CARPENTRY                                        146       --             --             --            75        221
**SUBTOTAL**                                                4,790      3,114              0              0       2,311     10,215
                                                

</TABLE>
<PAGE>

<TABLE>
DANIELS & HOUSE CONST. CO.                               JUN 23, 1995   8:52:00
BD525                            ESTIMATE SUMMARY REPORT                PAGE  7

ESTIMATE:  95023-  FIRST NATIONAL BANK SALINAS               ESTIMATE IS COMPLETE
ALTERNATE: 3       CONC./FRAME @ EXISTING
                                                MARK UPS--/
<CAPTION>

                                        LABOR         MATERIAL       SUBCONTRCT  EQUIPMENT      BURDEN         INDIRECTS     TOTAL
                                        -------------------------------------------------------------------------------------------
<S>                                       <C>           <C>               <C>           <C>       <C>               <C>       <C>   
TOTALS                                    4,790         3,114             0             0         2,311             0         10,215
MARK UPS
MARKED UP TTLS                            4,790         3,114             0             0         2,311             0         10,215
HOURS                                       207             0           207             0
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                SUBTOTAL                     10,215
</TABLE>

<TABLE>
<CAPTION>                                                                                                                
                                                                                                
ADD ON LINE/DESCRIPTION                  JC PHASE         JC COST TP           BASIS     SOURCE    METHOD  B/A  CONSTANT    AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                <C>        <C>        <C>       <C>   <C>     <C>  
 402 SMALL TOOLS PER LABOR DOLLARS       01525-900-       EQUIPMENT          COST TYPE     LABOR   PERCENT   B     2.50%      120
 403 ROUGH HARDWARE, CARPENTRY           01525-950-        MATERIAL          COST TYPE  MATERIAL   PERCENT   B     1.00%       31
1004 SALES TAX % OF MATERIAL COST        01060-220-       INDIRECTS          COST TYPE  MATERIAL   PERCENT   B     7.50%      234
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   REGULAR ADD-ONS                            385
                                                                                   GRAND TOTAL                             10,600
                                                                                      6.00% GRAND TOTAL MARK UP     636
                                                                                                                           11,236

ADD ON LINE/DESCRIPTION                  JC PHASE         JC COST TP           BASIS     SOURCE    METHOD  B/A  CONSTANT    AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
 302 LIABILITY INSURANCE % GRAND TOTAL   00650-100-      INDIRECTS          GRAND TTL              PERCENT   A     0.78%      88
 303 BUILDERS RISK % GRAND TOTAL         00650-140-      INDIRECTS          GRAND TTL              PERCENT   B     0.28%      30
5002 BUILDING PERMIT BY TABLE METHOD     01060-100-      INDIRECTS          GRAND TTL               TABLE    A     9000       20
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                     AFTER TOTAL ADD-ONS                    138
                                                                                                                         ------
                                                                                     BID TOTAL *************             11,374
                                                                                     
                                                                                     -------ESTIMATE CHECKS---------
                                                                                     TOTAL MARK UPS TO NET LABOR:        13.28%
                                                                                     NET LABOR TO BID TOTAL:             42.11%
                                                                                     TOTAL MARK UPS TO BID TOTAL:         5.59%
                                                                                     USER NUMERIC 1:                          0
                                                                                     USER NUMERIC 2:                          0
</TABLE>
<PAGE>
                                                                              
        
                CONSTRUCTION CONTRACT - ATTACHMENT "B"

FIRST NATIONAL BANK OF CENTRAL CALIFORNIA
1001 SOUTH MAIN STREET
SALINAS, CA  93901
--------------------------------------------------------------------------------
                            PROVISIONS OF THE G.M.P.
                                                        
It is understood between the Owner, First National Bank of  Central  California,
and the General  Contractor,  Daniels & House Construction Co., that the form of
this Contract is that of a Guaranteed Maximum Price (G.M.P.).  No request by the
contractor for an increase to the G.M.P. shall be considered by the Owner unless
occasioned by substantiated  increase in the Scope of the Work of this Contract,
the Contractor shall be required to actively  participate in a value engineering
effort during the course of the Construction Phase and, in consultation with the
Architect,  he shall be expected to offer  proposals of possible cost savings to
the Owner for  consideration.  Any  savings  against  the G.M.P.  so  developed,
agreed,  and formalized by Change Order shall accrue 75% to the Owner and 25% to
the General Contractor.

COST SAVINGS REVERTING TO THE OWNER SHALL BE CALCULATED AS FOLLOWS:

INITIAL CONTRACT AMOUNT                         $1,396,920,00
ADJUSTMENTS BY CHANGE ORDER                           XXXXXXX
                                                -------------
                NEW CONTRACT AMOUNT             $X,XXX,XXX.XX
LESS: CONTRACTOR'S FEE ADJUSTED FOR C.O.              (XXXXXX)
                                                -------------
                   CONTRACT COST                $X,XXX,XXX.XX
LESS: ACTUAL COST AS CALCULATED IN                    (XXXXXX)
                                                -------------
      ACCORDANCED WITH SECTION 8.
                        SAVINGS                 $         XXX
                                                
                                                
<PAGE>
 
                                 ATTACHMENT "C"
                                                                        
                                      INDEX
                                LIST OF DIVISIONS
                                       AND
                                    SECTIONS
                                                                        
The separation of the  specifications  into the various sections as listed below
is only to facilitate the use of this document. Said separation shall not oblige
the Owner to establish the limits of any agreements  subordinate to the contract
for the provision of all property improvements described herein.


                                                                        PAGES
                                                                        -----
INDEX                                                                    3
INSTRUCTIONS TO BIDDERS  (AIA A701-1987)                                 5
SUPPLEMENTARY INSTRUCTIONS                                               1
BID FORM                                                                 3
STANDARD FORM OF AGREEMENT BETWEEN OWNER AND
CONTRACTOR (AIA A101-1987)                                               8
BID BOND                                                                 1
PERFORMANCE BOND                                                         2
PAYMENT BOND                                                             2
GENERAL CONDITIONS (AIA A201-1987)                                       24
SUPPLEMENTARY CONDITIONS                                                 5
INDEX OF DRAWINGS                                                        2


SECTION                     TITLE
-------                     -----
                        DIVISION 1 - GENERAL REQUIREMENTS
                                                
01010                   SUMMARY OR WORK                                  1
01027                   APPLICATIONS FOR PAYMENT                         4
01040                   PROJECT COORDINATION                             2
01045                   CUTTING AND PATCHING                             4
01050                   FIELD ENGINEERING                                3
01095                   DEFINITIONS AND STANDARDS                        16
01300                   SUBMITTALS                                       8
01400                   QUALITY CONTROL SERVICES                         3
01500                   TEMPORARY FACILITIES                             5
01600                   MATERIALS AND EQUIPMENT                          4
01631                   PRODUCTS SUBSTITUTIONS                           4
01700                   PROJECT CLOSEOUT                                 5
01740                   WARRANTIES AND BONDS                             3

                        DIVISION 2 - SITE WORK
                                                
02060                   BUILDING DEMOLITION                              2
02070                   SELECTIVE DEMOLITION                             5
02110                   SITE CLEARING                                    4
02200                   EARTHWORK                                        33
02282                   TERMITE CONTROL                                  3
02511                   HOT-MIXED ASPHALT PAVING                         6
02520                   PORTLAND CEMENT CONCRETE PAVING                  8
02830                   CHAIN LINK FENCING AND GATES                     2

<PAGE>

SECTION                       TITLE                                     PAGES
-------                       -----                                     -----
                        DIVISION 3 - CONCRETE

03300                   CAST-IN PLACE CONCRETE                           11

                        DIVISION 4 - MASONRY

04200                   UNIT MASONRY                                     9
04405                   DIMENSION STONE                                  6

                        DIVISION 5 - METALS

05120                   STRUCTURAL STEEL                                 6
05500                   METAL FABRICATIONS                               9
05521                   PIPE AND TUBE RAILINGS                           8

                        DIVISION 6 - WOOD AND PLASTICS

06100                   ROUGH CARPENTRY                                  10
06185                   STRUCTURAL GLUED LAMINATED TIMBER                4
06200                   FINISH CARPENTRY                                 5
06402                   INTERIOR ARCHITECTURAL WOODWORK                  7

                        DIVISION 7 - THERMAL AND MOISTURE PROTECTION
                                                
07110                   SHEET MEMBRANE WATERPROOFING                     3
07210                   BUILDING INSULATION                              4
07410                   MANUFACTURED ROOF AND WALL PANELS                4
07510                   BUILT-UP ASPHALT ROOFING SYSTEM                  11
07600                   FLASHING AND SHEET METAL                         5
07820                   INSULATED SKYLIGHT SYSTEMS                       7
07901                   JOINT SEALERS                                    6

                        DIVISION 8 - DOORS AND WINDOWS

08111                   STANDARD STEEL DOORS AND FRAMES                  5
08211                   FLUSH WOOD DOORS                                 5
08212                   STILE AND RAIL WOOD DOORS                        3
08312                   WOOD SLIDING GLASS DOORS                         6
08410                   ALUMINUM ENTRANCES AND STOREFRONTS               7
08610                   WOOD WINDOWS                                     6
08710                   DOOR HARDWARE                                    12
08800                   GLAZING                                          10

                        DIVISION 9 - FINISHES
                                                
09200                   LATH AND PLASTER                                 8
09255                   GYPSUM BOARD ASSEMBLIES                          9
09300                   TITLE                                            7
09511                   ACOUSTICAL TILE CEILINGS                         3
09666                   SHEET VINYL FLOOR COVERINGS                      5
09678                   RESILIENT WALL BASE AND ACCESSORIES              3
09680                   CARPETING                                        6
09800                   SPECIAL COATINGS                                 4
09900                   PAINTING                                         10

<PAGE>

SECTION                    TITLE                                        PAGES
-------                    -----                                        -----
                        DIVISION 10 - SPECIALTIES
                                                
10155                   TOILET COMPARTMENTS                              4
10200                   LOUVERS AND VENTS                                3
10425                   SIGNS                                            5
10522                   FIRE EXTINGUISHERS, CABINETS, AND                3
                           ACCESSORIES
10800                   TOILET AND BATH ACCESSORIES                      4

                        DIVISION 11 - EQUIPMENT
                                                
11450                   RESIDENTIAL EQUIPMENT                            2

                        DIVISION 12 - FURNISHINGS

12690                   FLOOR MATS AND FRAMES                            3

                        DIVISION 13 AND 14 (OMITTED)
                                                
                        DIVISION 15 - MECHANICAL
                                                
15050                   MECHANICAL GENERAL                               12
15060                   GENERAL ELECTRICAL REQUIREMENTS                  2
15400                   PLUMBING                                         4
15500                   FIRE PROTECTION SYSTEM                           4
15600                   HEATING, VENTILATING AND                         5
                           AIR CONDITIONING
                                        
                                        
                        DIVISION 16 - ELECTRICAL
                                                
16100                   ELECTRICAL GENERAL                               10
16200                   MATERIALS                                        6
16300                   INSTALLATION METHODS                             6
16600                   ELECTRICAL SYSTEMS                               2