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                                                                    EXHIBIT 10.3

                     AGREEMENT BETWEEN OWNER AND CONTRACTOR

     THIS AGREEMENT between Owner and Contractor (the "Agreement") is entered
into as of the 25th day of April, 2002 by and between Millennium
Pharmaceuticals, Inc. ("Owner") and Walsh Brothers Incorporated ("Contractor").

     WHEREAS, FC 40 Landsdowne, Inc. ("Landlord") and Owner as "tenant" are
parties to a certain lease (the "Lease") of premises located at 40 Landsdowne
Street, Cambridge, Massachusetts;

     WHEREAS, pursuant to the Lease, Landlord is developing an office and
laboratory building (the "Building") of which Tenant will be the sole tenant;

     WHEREAS, Landlord has entered into a contract with Contractor dated
November 16, 2001 (the "Owner/Contractor Contract") (in the form attached hereto
as Exhibit I) to provide construction services for the base building work at the
Building (the "Base Building Work");

     WHEREAS, Owner desires to engage the Contractor to provide construction
services for the Project, described below, being work not included in the Base
Building Work (the "Tenant Work");

     WHEREAS, the Lease requires that Tenant's contract with the Contractor be
in substantially the same form as the Landlord/Contractor Contract; and

     WHEREAS, the parties intend that the terms of the Landlord/Contractor
Contract be incorporated into this Agreement, except as modified by the terms
below, which shall take precedence over and supercede any and all inconsistent
provisions of the Landlord/Contractor Contract;

     NOW, THEREFORE, Owner and Contractor agree as follows:

     The parties agree to be bound by a contract on the terms and conditions of
the Owner/Contractor Contract, except as particular Sections and other items
therein are modified as set forth below, each heading below referring to a
Section or item of the Owner/Contractor Contract to be modified.

Owner:                          All references to Owner shall mean:

                                Millennium Pharmaceuticals, Inc.
                                75 Sidney Street
                                Cambridge, Massachusetts 02139 (herein called
                                "Owner" or "Tenant")

Project:                        The project governed by this Agreement shall be
                                Tenant Work, including all interior systems, for
                                office and laboratory space within cold core
                                shell building located at 40 Landsdowne Street.

Section 4.1:                    Delete "June 21, 2001" and replace with
                                "October 3, 2001".

Section 4.2:                    Delete "September 23, 2002" and replace with
                                "June 10, 2003".

Section 5.1:                    Delete "Eight hundred twelve thousand five
                                hundred dollars ($812,500)" and replace with
                                "One million two hundred thousand twenty-eight
                                dollars ($1,200,028)".

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                                Delete the last sentence and replace with "For
                                changes in the Work that increase the Cost of
                                the Work in the aggregate, the Contractor's
                                compensation shall be increased by an amount
                                equal to three percent (3%) of the amount of the
                                direct net (i.e., taking into account the net
                                effect of changes in the Work decreasing the
                                Cost of the Work and changes in the Work
                                increasing the cost of the Work) direct increase
                                in the Cost of the Work."

Section 5.2.1:                  Delete "Twenty-six million one hundred thirty
                                four thousand and six dollars ($26,134,006)" and
                                replace with "Forty-one million five hundred
                                forty-five thousand three hundred eighty-five
                                dollars ($41,545,385)".

Section 7.3.1:                  Delete "five hundred twenty four thousand one
                                hundred fifteen dollars ($524,115)" and replace
                                with "One million four hundred seventeen
                                thousand one hundred fifty-five dollars
                                ($1,417,155)".

Section 12.2:                   Delete "or as follows."

Article 14:                     After Section 14.3.6, the following Sections are
                                hereby inserted:

                                "14.4 During the course of the performance of
                                the Work, Contractor may be given or observe
                                certain trade secrets, technical know-how and
                                other confidential information of Owner and its
                                affiliates ("Confidential Information").
                                Contractor agrees: (i) to hold all such
                                Confidential Information in confidence; (ii) not
                                to disclose such Confidential Information to
                                others; and (iii) not to use such Confidential
                                Information for any purpose other than the
                                performance of Work under this Agreement.
                                Contractor agrees to limit dissemination of and
                                access to such Confidential Information to those
                                individuals in the Contractor's organization who
                                have a need to know such Confidential
                                Information for the above-described purpose.
                                Should Contractor or any member of the
                                Contractor's organization conceive any invention
                                as a result of receiving or observing such
                                information, Contractor agrees to assign or have
                                assigned that invention to Owner. Contractor
                                recognizes that Owner's facilities are private
                                and Contractor will abide by Owner's security
                                requirements and conditions for facilities
                                access and usage and agrees that only those
                                subjects, areas and programs designated by Owner
                                as necessary to fulfill Owner's requirements
                                will be accessed and/or perused by Contractor or
                                any individuals in the Contractor's
                                organization. In no event will any programs or
                                information be copied or removed without Owner's
                                express written approval.

                                14.5 Contractor or any tier subcontractor shall
                                neither hire any employee or officer of Owner
                                while that employee or officer is an employee or
                                officer of Owner, nor pay any salaries,
                                commissions, fees or make any payments or
                                rebates to any employee or officer of Owner, or
                                to any designee of any such employee or officer,
                                nor favor any employee or officer of Owner, or
                                any designee of any such employee or officer
                                with gifts or entertainment of significant cost
                                or value, or with services or goods sold at less
                                than full market value.

                                        2
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                                14.6 Contractor shall work with the Landlord and
                                Owner to coordinate the management,
                                administration and scheduling of the Base
                                Building Work and the Tenant Work. Such
                                cooperation shall include, without limitation,
                                coordination of schedules, regular meetings,
                                generally to be held weekly, during the
                                construction period."

Section 16.1.2:                 Delete the phrase beginning "all as contained"
                                and ending with __/__/2001" and replace with
                                "forming part of this Agreement and bound
                                herewith, and subject to the modifications
                                thereto set forth below".

Schedules A-1, A-2, B, C, D,    Delete and replace with the attached Schedules
E, F, G, H, I, J, and K:        A-1, A-2, B, C, D, E, F, G, H, I, J and K,
                                respectively.

Exhibits A, B and C:            Replace each time it appears "FC 40 Landsdowne,
                                Inc." with "Millennium Pharmaceuticals, Inc."

Exhibits D and E:               Although Landlord is not the "Owner" under this
                                Agreement, the provisions of these Exhibits
                                remain applicable. It is acknowledged, however,
                                that except as may be otherwise provided in the
                                Lease, any and all discretion and rights under
                                these Exhibits to be exercised by the Owner
                                shall be exercised by Millennium
                                Pharmaceuticals, Inc.

     In addition to the foregoing, the following modifications are made to the
General Conditions:

Section 1.2.12:                 After the phrase "performed by others" insert
                                "or the Base Building Work."

Section 2.1.2.1:                Delete "Peter Calkins and Allison Nichols, who
                                shall each" and replace with "Paul Pratt, who
                                shall".

Section 3.5.1:                  Delete the last two sentences and replace with:
                                "As used herein the term Collective Completion
                                means the substantial completion of all work
                                under the Contract Documents and all work under
                                the Owner/Contractor Contract."

Section 3.10.1:                 Replace "Schedule A" with "Schedule A-l".

Section 3.13.1:                 At the end of this Section, insert the
                                following: "The Contractor shall coordinate
                                construction access as required to perform the
                                work under this Agreement, with the
                                Owner/Contractor Contract".

Section 4.4.2:                  Replace "Allison Nichols" with "Paul Pratt."

Section 4.4.3:                  Replace "Allison Nichols" with "Paul Pratt".

                                Replace "Gayle Farris" with "Glenn Batchelder".

Section 4.5.4:                  Replace "Peter Calkins" with "Paul Pratt".

Section 9.8.1:                  Delete "one hundred thousand dollars ($100,000)"
                                and replace the same with "four hundred thousand
                                dollars ($400,000)".

                                Delete "thirty (30)" and replace the same with
                                "ninety (90)".

                                        3
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                                Delete each time it appears the phrase "other
                                than the Deferred Work." In clause (c) of the
                                first sentence replace "Owner's tenants" with
                                "Owner" and "such tenants"' with "Owner's". Add
                                at end of the first sentence: "and (f) the
                                Certificate of Occupancy has been issued by the
                                City of Cambridge". However, this requirement
                                shall be limited to only those issues that are
                                in the control of the Contractor. Delete the
                                last two sentences.

Section 11.4.1:                 Insert the following at the end of this Section:
                                "Notwithstanding the foregoing, to the extent
                                that any such bonds are specified on Schedule B
                                of the Contract, the Guaranteed Maximum Price
                                shall not be increased on account of the cost of
                                such bonds."

Section 13.2.1:                 At the end of this Section, insert the
                                following: "Notwithstanding the foregoing, Owner
                                shall have the right to assign this Agreement to
                                any entity controlling, controlled by or under
                                common control with Owner, any entity that is
                                the successor by merger to Owner or any entity
                                acquiring all or substantially all of the stock
                                or assets of Owner. Without limiting the
                                foregoing, after Substantial Completion, the
                                Owner's rights under this Agreement may be
                                assigned to a successor to or assignee of
                                Owner's interest as tenant under the Lease."

Section 13.3.1:                 Delete "Gayle B. Farris, with a copy to James
                                Ratner, Forest City Rental Properties, 1100
                                Terminal Tower, Cleveland, OH 44115" and replace
                                with "Paul Pratt, with a copy to Pat Gallagher,
                                Hanscomb, Inc., c/o Millennium Pharmaceuticals,
                                Inc., 75 Sidney Street, Cambridge, MA 02139, and
                                to Joel Goldberg, Esq., at the Owner's address
                                included at the beginning of the Agreement."

Exhibit A:                      Delete the Standard Form of Agreement Between
                                Contractor and Subcontractor (but not the
                                attachments and exhibits thereto) and replace
                                the same with the attached Exhibit A.

Exhibit A:                      On the "List of Additional Insured" forming a
                                portion of Exhibit B 1 to Exhibit A, replace
                                "Millennium Pharmaceuticals" with "Millennium
                                Pharmaceuticals, Inc."

                                In Section 4 of Exhibit C to Exhibit A, replace
                                "EXHIBIT D" with "EXHIBIT A."

Exhibit C, Section 10(a):       Replace "$25,000,000 on a per project basis"
                                with "$35,000,000 on a per occurrence annual
                                aggregate basis."

Exhibit C, Section 10(a)(i):    Replace "on a per location basis" with "on a per
                                project aggregate basis."

Exhibit C, Section 10(d):       Delete Section 10(d) in its entirety.

Exhibit C, Section 12:          Replace number (8) of this Section with the
                                following:

                                "(8)   Millennium Pharmaceuticals, Inc.
                                       75 Sidney Street
                                       Cambridge, MA  02139"

                                Add the following to the end of this Section:

                                        4
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                                "(11)  Hanscomb, Inc.
                                       2067 Massachusetts Avenue
                                       Cambridge, MA 02140"

Exhibit C, Section 13:          Replace the name of the certificate holder set
                                forth in this Section with Millennium
                                Pharmaceuticals, Inc., 75 Sidney Street,
                                Cambridge, MA 02139

Exhibit C, Section 15:          Insert at the beginning of this paragraph, "The
                                Landlord, on behalf of".

                                Insert at the end of this paragraph the
                                following: "Such insurance shall cover the Base
                                Building Work and the Tenant Work. The cost of
                                such insurance shall be allocated between
                                Landlord and Owner in the manner set forth in
                                Section 7.4 of the lease between Landlord and
                                Owner."

Exhibit C, Section 16:          Replace "EXHIBIT D" with "EXHIBIT A".

Schedule 1:                     Delete this Schedule

                                        5
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     This Agreement is executed as a sealed instrument as of the date first
above written.

                                        OWNER:

                                        Millennium Pharmaceuticals, Inc.


                                        By:    /s/ Glenn Batchelder
                                           -------------------------------------
                                               Name:  Glenn Batchelder
                                               Title: VP, Operations

                                        CONTRACTOR:


                                        Walsh Brothers Incorporated

                                        By:    /s/ Jeffrey J. Corcoran
                                           -------------------------------------
                                               Name:  Jeffrey J. Corcoran
                                               Title: Vice President

                                        6
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                       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

                      AIA DOCUMENT A111 - ELECTRONIC FORMAT

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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.

Copyright 1920, 1925, 1951, 1958, 1961, 1967, 1974, 1978, 1987 by The American
Institute of Architects, 1735 New York Avenue N.W., Washington D.C. 20006-5292.
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.

AGREEMENT

made as of the 16th day of November in the year of Two Thousand One and is
effective as of the 21st day of June in the year Two Thousand One

BETWEEN the Owner:
(NAME AND ADDRESS)

FC 40 Landsdowne, Inc.
c/o Forest City Commercial Group, Inc.
38 Sidney Street
Cambridge, MA 02199

and the Contractor:
(NAME AND ADDRESS)

Walsh Brothers Incorporated
150 Hampshire Street
Cambridge, MA 02139

the Project is:
(NAME AND ADDRESS)

     40 Landsdowne Street
     Cambridge, MA

the Architect is:
(NAME AND ADDRESS)

Elkus/Manfredi Architects Ltd.
530 Atlantic Avenue
Boston, MA 02210

The Owner and Contractor agree as set forth below.

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                                    ARTICLE 1
                             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.

                                    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.

3.2       The Contractor acknowledges that the Owner's desired approach to the
design and construction of the Project is for the Architect, the Owner and the
Contractor to work cooperatively toward the express objectives of (a) designing
a Project that can be constructed in accordance with the Construction Documents,
without the need for significant changes or corrections during the construction
phase, (b) designing and constructing a Project that, upon completion of the
Work, will be complete, ready for operation and suitable for the Owner's
intended use, (c) meeting the Owner's schedule for completion of the Project,
and (d) meeting the Construction budget requirements. The Contractor shall
endeavor, in the performance of the services covered by this Agreement, to act
in a manner consistent with the Owner's desired approach and express objectives.

                                    ARTICLE 4
                 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1       The date of commencement was June 21, 2001 (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.)

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4.2       The Contractor shall perform the Work in accordance with the
construction schedule attached hereto as SCHEDULE A-1 (the "Construction
Schedule"), and 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.) [INSERT]

               September 23, 2002
, 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.)
SCHEDULE A-2 attached hereto sets forth dates that are critical in ensuring the
timely and orderly completion of the Work in accordance with the requirements of
the Contract Documents (hereinafter referred to as "Milestone Dates"). The
Construction Schedule and the Milestone Dates may be adjusted pursuant to
Paragraph 8.3 of the General Conditions of the Contract.

                                    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
(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.)

in the lump sum amount of Eight hundred twelve thousand five hundred dollars
($812,500). Notwithstanding anything to the contrary, there shall be no
adjustment in the Contractor's Fee for changes in the 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 Twenty six million one hundred thirty four
thousand and six Dollars ($26,134,006) ($), 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.

5.2.1.1   A detailed, line-item breakdown of the Guaranteed Maximum Price,
including the Cost of the Work and the Contractor's Fee (the "GMP Breakdown"),
is attached hereto and incorporated herein as SCHEDULE B.

5.2.1.2   The Owner shall be entitled to the "Guaranteed Maximum Price Savings"
(as such term is defined below). As of the date of final completion of the Work
the amount, if any, by which (x) exceeds (y) shall be considered the "Guaranteed
Maximum Price Savings," where (x) is the Guaranteed Maximum Price (as adjusted
from time to time through Change Orders) and (y) is the sum of the actual Cost
of the Work and the Contractor's Fee.

5.2.1.3   The Guaranteed Maximum Price is subject to the Qualifications and
Assumptions attached hereto and made a part hereof as SCHEDULE C.

5.2.1.4   The Drawings and Specifications upon which the Guaranteed Maximum
Price is based are as listed and described in SCHEDULE D attached hereto and
made a part hereof. (INSERT SPECIFIC PROVISIONS IF THE CONTRACTOR IS TO
PARTICIPATE IN ANY SAVINGS.)

5.2.2     By executing this Agreement, the Contractor represents that the
Drawings and Specifications listed in SCHEDULE D describe the scope,
construction requirements and design intent of the Work in sufficient detail to
enable the Contractor to establish firmly the Guaranteed Maximum Price, subject
to the Qualifications and

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Assumptions. The Contractor shall not be permitted to claim any adjustment in
the Guaranteed Maximum Price in connection with Drawings and Specifications
issued subsequent to the date of this Agreement, except in connection with Scope
Changes as described in subparagraphs 5.2.2.1 through 5.2.2.3.

5.2.2.1   Subsequent to execution of this Agreement, the Architect may issue
additional Drawings and Specifications for portions of the Work and will issue
supplemental instructions, sketches and other materials intended to clarify the
Drawings and Specifications and/or provide details regarding the construction or
design of various parts of the Work (collectively, the "Supplemental Drawings
and Specifications"). The Contractor shall review all Supplemental Drawings and
Specifications in detail and shall, within fifteen (15) days of receiving any
Supplemental Drawings and Specifications, notify the Owner and the Architect of
any error, inconsistency or discrepancy that the Contractor discovers between
the Supplemental Drawings and Specifications and the Drawings and Specifications
listed in SCHEDULE D to this Agreement. Within such fifteen (15) day period the
Contractor shall also notify the Owner in writing of any item which, in the
Contractor's opinion, represents a Scope Change, as defined in subparagraph
5.2.2.2 below, setting forth, with particularity, the reasons the Contractor
contends such item represents a Scope Change (such notice shall constitute a
"Scope Change Request"). A Scope Change Request shall set forth the Contractor's
preliminary estimates of the increased costs and the impacts on the Construction
Schedule, if any, that the Contractor attributes to the Work covered by such
Scope Change Request. Failure of the Contractor to notify the Owner of any item
the Contractor considers a Scope Change within fifteen (15) days after the date
of receipt by the Contractor of Supplemental Drawings and Specifications is
hereby deemed to mean: (1) such Supplemental Drawings and Specifications are
consistent with the Drawings and Specifications listed in SCHEDULE D to this
Agreement; (2) no Scope Changes exist; and (3) the Contractor is willing and
able to perform all of the Work for the Guaranteed Maximum Price and in
accordance with all the requirements of the Contract Documents. The Contractor
shall, within thirty (30) days of receipt of any Supplemental Drawings and
Specifications that contain an item or items the Contractor considers to require
a Scope Change, prepare and provide to the Owner a detailed breakdown of the
proposed increase in the Guaranteed Maximum Price and the proposed changes to
the Construction Schedule and Milestone Dates, if any related to such Scope
Change.

5.2.2.2   A "Scope Change" is hereby deemed to mean Work described in the
Supplemental Drawings and Specifications which is not reasonably inferable from
the Drawings and Specifications listed in SCHEDULE D to this Agreement and is
either (i) materially inconsistent with the Qualifications and Assumptions or
(ii) constitutes a change in the quantity, quality, programmatic requirements or
other substantial deviation from the Drawings and Specifications listed in
SCHEDULE D to this Agreement.

5.2.2.3   If the Contractor timely submits a Scope Change Request to the Owner
in accordance with the requirements of subparagraph 5.2.2.1, the Owner shall
have one or more of the following options:

(1) within ten (10) days of receipt of the Scope Change Request, the Owner shall
direct the Architect in writing, with a copy of such directive to the
Contractor, to modify that aspect of the Supplemental Drawings and
Specifications to which the Contractor objects. The Contractor shall cooperate
with the Owner and the Architect during the modification effort and shall make
recommendations appropriate to correct such portions of the Supplemental
Drawings and Specifications. The Architect shall submit to the Contractor the
revised Supplemental Drawings and Specifications as approved by the Owner. The
Contractor shall promptly re-examine such revised Supplemental Drawings and
Specifications as described in subparagraph 5.2.2.1;

(2) if, upon review of the Scope Change Request, the Owner after consultation
with the Architect) believes that the portion of the Work described therein does
not constitute a Scope Change, the Owner shall so advise the Contractor within
ten (10) days of receipt of the Scope Change Request. If such disagreement is
not resolved, the Work subject to disagreement shall be identified in a schedule
the "Disputed Work Schedule"). Whenever possible, the Owner and the Contractor
shall resolve items set forth in the Disputed Work Schedule, confirming such
resolution in Change Orders. Items in the Disputed Work Schedule that are not
resolved by the Owner and the Contractor shall be subject to the dispute
resolution procedures set forth in Article 4 of the General Conditions. During
the pendency of such dispute resolution procedures, all items remaining in the
Disputed Work Schedule shall be performed by the Contractor as required by the
Contract Documents and a tentative adjustment shall be made to the Guaranteed

<Page>

Maximum Price in the amount of the undisputed portion of the Scope Change
Request. No adjustment shall be made to the Guaranteed Maximum Price for
disputed portions of the Scope Change Request. For each remaining item in the
Disputed Work Schedule, the Contractor shall keep a specific, detailed
accounting of the time and materials required to complete such item. Adjustments
to the Construction Schedule shall not be permitted on a tentative basis;

(3) if, upon review of the Scope Change Request, the Owner agrees that all or a
portion of the Work therein constitutes a Scope Change and the Owner elects not
to direct the Architect to modify the Supplemental Drawings and Specifications,
the Owner and the Contractor shall enter into a written agreement providing for
changes to the Guaranteed Maximum Price and Construction Schedule;

(4) if, with respect to an item in the Scope Change Request, the Owner does not,
within the appropriate time limitations, (a) direct the Architect to modify the
Supplemental Drawings and Specifications, (b) advise the Contractor in writing
of disapproval of such item in the Scope Change Request, or (c) agree that such
item represents a Scope Change, then the Scope Change Request with respect to
such item shall be deemed approved by the Owner and the Guaranteed Maximum Price
and the Construction Schedule shall be modified as requested by the Contractor.

(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.)

5.2.2.4   The Owner shall have the right at any time to notify the Contractor
if, in the Owners opinion, any Supplemental Drawings and Specifications are
grounds for a change in the Contract Sum, Guaranteed Maximum Price, Construction
Schedule and/or Milestone Dates, as applicable. Any disagreement between the
Owner and the Contractor relating to such claim by the Owner that is not
resolved by such parties shall be subject to the to the dispute resolution
procedures set forth in Article 4 of the General Conditions of the Contract.

5.2.3     The amounts agreed to for allowances are as set forth in SCHEDULE E
attached hereto and made a part hereof.

(STATE UNIT PRICES ONLY IF A GUARANTEED MAXIMUM PRICE IS INSERTED IN
SUBPARAGRAPH 5.2.1.)

5.2.4     Schedule J lists (a) certain items (the "Alternates") which may, at
the Owners election, be added to or removed from the Work and (b) the agreed
amount of the increase or decrease in the Guaranteed Maximum Price for each
Alternate selected by the Owner.

                                    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.

6.2       CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

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6.2.1

6.3       ALL CONTRACTS

6.3.1

                                    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, at hourly rates not exceeding the rates listed in the
SCHEDULE H attached hereto. SCHEDULE H includes all labor burden, and related
expenses (including, without limitation, those items listed in subparagraphs
7.1.1.3 and 7.1.1.4). The provisions of this Paragraph 7.1.1.1 shall be subject
to the provisions of Paragraph 10.4 hereof.

7.1.1.2   Wages or salaries of the Contractor's or its affiliates' supervisory
and administrative personnel (a) when stationed at the site with the Owner's
agreement and (b) when stationed at the Contractor's or its affiliates' offices,
but only for such supervisory or administrative personnel as are specified in
SCHEDULE H hereto. The aggregate reimbursable labor costs for the Contractor's
or its affiliates' personnel shall be the hourly rates listed on SCHEDULE H
(which includes all labor burden).

(IF IT IS 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
and any unsold

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materials disposed 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. Rental charges shall be consistent
with those generally prevailing in the location of the Project. In no event
shall the Contractor be entitled to reimbursement for any cumulative total of
rental charges in connection with any single piece of machinery or equipment in
excess of eighty percent (80%) of its fair market value as of the date that such
machinery or equipment is first put into service in connection with the Work.
The Contractor shall pay any excess rental charges.

7.1.4.2.1      Equipment purchased and charged to the Project as a reimbursable
cost shall become the property of the Owner or, at the Owner's  election,  shall
be sold by the Contractor  and the amounts  realized by such sales shall be paid
to the Owner or credited to the Owner as a deduction from the Cost of the Work.

7.1.4.2.2      Any lease/purchase rental arrangements must be disclosed to the
Owner. If the Contractor purchases equipment under a lease/purchase  arrangement
whereby  rental  payments were charged to the Owner as  reimbursable  costs,  an
appropriate  credit will be given to the Owner for the fair market  value of the
equipment at the time it was last used on the Project.

7.1.4.2.3      For equipment owned by the Contractor or an Affiliate, the
Contractor  shall maintain daily  equipment  usage time reports noting the hours
and activity for which the equipment was used,  standby  time,  idle time,  etc.
Such  equipment  usage reports will be used by  Contractor to determine  whether
hourly,  daily,  weekly or monthly  rates  shall  apply;  and the rates used for
billing  purposes  will be  those  most  economical  to the  Owner  based on the
circumstances of actual usage.

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 of 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.

7.1.5     MISCELLANEOUS COSTS

7.1.5.1   That portion directly attributable to this Contract of premiums for
insurance and bonds, required by the Contract Documents. If the Contractor is
self-insured to any extent or purchases insurance coverage through any
subsidiary, parent company, or other affiliate, any such insurance arrangement
must be disclosed to the Owner and approved by the Owner in writing in advance
before any such insurance costs will be considered reimbursable under the terms
of this Agreement. The Contractor's method for determining actual cost of such
insurance coverage will be detailed to the Owner in writing in advance and will
be subject to the Owner verification of the representations made by the
Contractor. Reimbursable insurance costs under any such self-insurance or
related party insurance arrangements will be subject to agreed upon maximums and
not otherwise considered reimbursable unless advance written approval has been
obtained. Actual reimbursable costs for such insurance coverage will be subject
to audit

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verification of actual out-of-pocket insurance premium costs. The costs of such
insurance premiums which are considered reimbursable will be limited to a
maximum of rates not higher than normally paid to third party insurance
companies for similar coverage. Proper cost reduction consideration will be
given to cost reductions available due to favorable experience modifiers, volume
discounts, trade discounts, dividends, and the like.

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, unless such emergency, results solely
from the fault or negligence of the Contractor or any person for whom the
Contractor is responsible, including Subcontractors.

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

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Work is not recoverable by the Contractor from the Subcontractor or material
supplier.

7.3       GENERAL CONDITIONS

7.3.1     The term "General Conditions" shall mean, collectively, those properly
reimbursable Cost of the Work items that are specified in SCHEDULE F attached
hereto. The General Conditions costs shall be the lump sum amount of five
hundred twenty four thousand one hundred and fifteen dollars ($524,115).
Notwithstanding anything to the contrary in any of the Contract Documents, (a)
the costs of the General Conditions shall be paid to the Contractor in monthly
installments which, for any month, shall be calculated by dividing the remaining
General Conditions amount by the number of months from that month to the
scheduled date for Substantial Completion of all the Work, and (b) there shall
be no increase in the General Conditions costs for changes in the Work.

7.4       GMP BREAKDOWN

7.4.1     The GMP Breakdown includes a "Contingency" line item in the amount
noted thereon. The Contingency shall be an amount available to reimburse the
Contractor for unanticipated costs for any of the Cost of the Work items
provided for in Article 7. Following the execution of this Agreement, the
Contractor, with the participation of the Owner and the Architect, shall select
Subcontractors and suppliers who shall provide labor, equipment and materials
related to completion of the Work. As this "buyout" process is completed, the
GMP Breakdown shall be revised and the actual costs associated with the line
items in the GMP Breakdown attached hereto shall be incorporated into such GMP
Breakdown. Any net savings between the estimated costs as reflected in the
original GMP Breakdown and the actual Subcontractor and supplier award amounts
resulting from the buyout process shall be allocated to the "Contingency" line
item. The Contractor shall notify the Owner in writing prior to incurring costs
that the Contractor proposes be charged to the Contingency, together with an
explanation of the reason such cost is to be incurred. Any application of funds
from the Contingency shall be subject to the Owner's receipt of such prior
written notice and a reasonable opportunity to comment thereon.

7.4.2     Notwithstanding anything to the contrary, the Contractor shall not
apply any portion of the Contingency for costs incurred in repairing or
correcting defective or nonconforming Work subsequent to final payment.

7.5       COSTS

7.5.1     Costs as defined herein shall be actual costs paid by the Contractor,
less all discounts, rebates and salvages which shall be taken by the Contractor,
subject to Article 9 of the Agreement.

7.5.2     Notwithstanding the breakdown or categorization of any costs to be
reimbursed in this Article 7 or elsewhere in the Contract Documents, there shall
be no duplication of payment in the event any particular items for which payment
is requested can be characterized as falling into more than one of the types of
compensable or reimbursable categories.

                                    ARTICLE 8
                           COSTS NOT TO BE REIMBURSED

8.1       The Cost of the Work shall not include:

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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, except as otherwise expressly included in the Cost of the Work
pursuant to Subparagraph 7.1.1.2.

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     Notwithstanding anything to the contrary contained 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.

8.1.9     Labor, material, and equipment costs or any other costs incurred which
the Contractor and the Owner agree should be backcharged to subcontractors or
material suppliers.

8.1.10    Losses resulting from lost, damaged or stolen tools and equipment.

                                    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. The Contractor shall not obtain for its
own benefit any discounts, rebates or refunds in connection with the Work prior
to providing the Owner with seven (7) days prior written notice of the potential
discount, rebate or refund and an opportunity to furnish funds necessary to
obtain such discount, rebate or refund on behalf of the Owner in accordance with
the requirements of this Paragraph 9.1.

9.2       Amounts which accrue to the Owner in accordance with the provisions of
Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost of the
Work, and shall reduce the amount of the Guaranteed Maximum Price by the same
amount.

9.3       Reimbursable costs will be credited with insurance policy discounts,
rebates, refunds or dividends, and a proportion of any volume rebates earned
with purchase of material charged to this job.

                                   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

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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.

10.4      Except as otherwise agreed in writing by both parties hereto,
Contractor must competitively bid any trade Work that Contractor wishes to
perform with Contractor's own forces, or through an Affiliate, and shall obtain
no less than two (2) additional responsive bids from responsible Subcontractors
acceptable to Owner. Contractor's bid shall be submitted to Owner at least one
day in advance of the Contractor's receipt of bids from the unaffiliated
Subcontractors. Contractor, or an Affiliate, shall be permitted to perform such
trade Work only if (i) Owner consents thereto in writing after full disclosure
in writing by Contractor to Owner of the affiliation or relationship of the
Affiliate to Contractor and (ii) Owner approves in writing any subcontract,
contract, purchase order, agreement or other arrangement between Contractor and
such Affiliate in form and substance. Any trade Work performed by Contractor's
own forces or by an Affiliate if required by Owner, shall be covered in a
separate agreement between Owner and Contractor or the Affiliate. The term
"Affiliate" is hereby deemed to mean any party or entity related to or
affiliated with Contractor or in which Contractor has direct or indirect
ownership or control, including, without limitation: (i) any entity owned in
whole or in part by Contractor; (ii) any party or entity with an ownership
interest in Contractor; and (iii) any entity in which any officer, director,
employee, partner or shareholder (or member of the family of any of the
foregoing persons) of Contractor or any entity owned by Contractor has a direct
or indirect interest. The Contractor shall not enter into any subcontract,
contract, purchase order, or other such agreement in connection with the Work
with any Affiliate unless such arrangement has been approved in writing by
Owner, after full disclosure in writing by Contractor to Owner of such
affiliation or relationship and all details relating to the proposed agreement.
The terms of any such agreement must conform to the requirements of the Contract
Documents.

                                   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.

11.2      Records to be available for audit shall include but not be limited to
accounting records, written policies and procedures; contract and subcontract
files (including proposals of successful and unsuccessful bidders, bid recaps,
etc.); original estimates; estimating worksheets; correspondence invoices;
change order files (including documentation covering negotiated settlements);
backcharge logs and supporting documentation; general ledger entries detailing
cash and trade discounts earned, insurance rebates and dividends, and any other
supporting evidence deemed necessary to substantiate charges. These records
shall be open to inspection and subject to audit and/or reproduction to the
extent necessary to adequately permit evaluation and verification of the Cost of
the Work,

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and any invoices, change orders, payments or claims submitted by the contractor
or vendor to any of his payees pursuant to the execution of the Agreement.

11.3      Such audits may require inspection and copying from time to time and
at reasonable times and places of any and all information, materials and data of
every kind and character, including without limitation, records, books, papers,
documents, subscriptions, recordings, agreements, purchase orders, leases,
contracts, commitments, arrangements, notes, daily diaries, superintendent's
reports, drawings, receipts, vouchers and memoranda, and any and all other
agreements, sources of information and matters that have any bearing on or
pertain to any records subject to audit. This material shall also include, but
not be limited to, those records necessary to evaluate and verify direct and
indirect costs (including overhead allocations).

11.4      Access shall be afforded to all of the Contractor's records
specifically related to the Project, and the auditor shall be allowed to
interview any of the Contractor's employees, for a period of three years after
final payment or longer if required by law.

11.5      Access shall be provided to the Contractor's facilities and all
necessary records for the purpose of an audit, and adequate and appropriate work
space will be provided in order to conduct audits in compliance with this
article.

11.6      If an audit or examination of the Contractor's records discloses
overcharges (of any nature) by the Contractor, then, at the Owner's option,
either the Contractor shall immediately reimburse the Owner for such overcharge
or the Owner may deduct the amount of such overcharges from amounts otherwise
owed by the Owner to the Contractor. In the event the amount of such overcharge
is intentional or willful, the Contractor shall also reimburse the Owner for the
administrative expenses incurred by the Owner in determining the overcharge.

                                   ARTICLE 12
                                PROGRESS PAYMENTS

12.1      Based upon Applications for Payment, including all supporting
documentation, 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. The Contractor's Applications for Payment shall be
submitted on AIA Document G702 together with AIA Document G703.

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 together with all required
supporting documentation properly prepared and submitted 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 last day of such 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 forty-five (45) 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. In addition to other required items,
each Application for Payment shall be accompanied by the following, all in form
and substance satisfactory to the Owner:

          (1)  A duly executed and acknowledged Contractor's Sworn Statement, in
the form attached hereto as EXHIBIT A, showing all suppliers who have provided
supplies and/or materials to the Project and Subcontractors with whom the
Contractor has entered into subcontracts, the amounts of such subcontracts, the
amount requested for

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any Subcontractor in the Application for Payment and the amount to be paid to
the Contractor from such progress payment;

          (2)  A duly executed Waiver of Mechanics' and Materialmen's Liens from
the Contractor in the form attached hereto as EXHIBIT B;

          (3)  Duly executed Waivers of Mechanics' and Materialmen's Liens, in
the form attached hereto as EXHIBIT C, from all Subcontractors and suppliers;

          (4)  Applications for payment from each Subcontractor on AIA Document
G702 together with AIA Document G703;

          (5)  A progress report updating the actual status of construction
against the most recent Construction Schedule approved by the Owner;

          (6)  Prior to or with the first Application for Payment which requests
a cash disbursement for each Subcontractor, a detailed trade payable schedule
setting forth a schedule of values and anticipated payment schedule for such
Subcontractor's Work; and

          (7)  Such other information, documentation and materials as the Owner
or the Architect may require.

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 and approved by the Owner 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 and the General Conditions shall be shown as
separate line items. 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. Except with respect to General Conditions items, amounts
payable in accordance with this Subparagraph 12.5.3.1 shall be reduced by
retainage in the amount of ten percent (10.0%). Retainage shall not be withheld
from amounts payable to the Contractor for General Conditions items.

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
and permitted by the Owner's construction lender, suitably stored off the site
at a location agreed upon in writing. Amounts payable in accordance with this
Subparagraph 12.5.3.2 shall be reduced by retainage of ten percent (10.0%).

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12.5.3.3       Add the Contractor's Fee, less retainage of ten percent (10.0%).
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 ARRANGEMENT FOR LIMITING OR REDUCING THE
AMOUNT RETAINED AFTER THE WORK REACHES A CERTAIN STATE OF COMPLETION.)

12.6      CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

12.6.1

12.6.2

12.6.2.1

12.6.2.2

12.6.2.3

12.6.2.4

12.6.2.5

12.6.3

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 ten percent (10.0%). Pending final determination of amounts to be
paid to the Subcontractor for changes in the Work, amounts

<Page>

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. Notwithstanding the foregoing, at the Owner's discretion and subject to
the approval of the Owner's construction lender in each instance, after such
time as the total Cost of the Work completed, as reflected in Applications for
Payment certified by the Architect, equals fifty percent (50%) of the Guaranteed
Maximum Price: (1) no additional retainage shall be withheld from amounts
payable to a Subcontractor after such time as the Cost of the Work allocable to
Subcontractor's Work completed, as reflected in Applications for Payment
certified by the Architect, equals fifty percent 50% of the Subcontract Sum; and
(2) the entire retainage allocable to such Subcontractor's Work shall be
released when such Subcontractor fully performs such Subcontractor's Work.
Notwithstanding anything to the contrary in this subparagraph 12.7.1, the
following provisions shall apply to the Subcontractors listed on SCHEDULE K only
(collectively, the "Designated Subcontractors") regardless of whether the total
Cost of the Work for the Project completed, as reflected in Applications for
Payment certified by the Architect, equals fifty percent (50%) of the Guaranteed
Maximum Price for the Project: (1) no additional retainage shall be withheld
from amounts payable to a Designated Subcontractor after such time as the Cost
of the Work allocable to such Designated Subcontractor's Work completed, as
reflected in Applications for Payment certified by the Architect, equals fifty
percent (50%) of the Subcontract Sum; and (2) the entire retainage allocable to
such Designated Subcontractor's Work shall be released when such Designated
Subcontractor fully performs such Designated Subcontractor's Work.

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 ten
percent (10%).

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

(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.)

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.

12.10     Upon achievement of Substantial Completion of the Work, the Owner
shall release all retainage to the Contractor except an amount equal to the sum
of (i) two percent (2%) of the Contractor's Fee plus (ii) two hundred percent
(200%) of the value of incomplete or defective Work as identified in the
Punchlist.

<Page>

                                   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 Payment and a final accounting for the Cost of the Work and all
required supporting documentation 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:

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 claimed by
the Contractor, the Contractor shall be entitled to demand arbitration of the
disputed amount without a further decision of the Architect. Such demand for
arbitration shall be made by the Contractor within 30 days after the
Contractor's receipt of a copy of the Architect's final Certificate for Payment;
failure to demand arbitration within this 30-day period shall result in the
substantiated amount reported by the Owner's accountants becoming binding on the
Contractor. Pending a final resolution by arbitration, the Owner shall pay the
Contractor the amount certified in the Architect's final Certificate for
Payment.

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.

<Page>

                                   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
(INSERT RATE OF INTEREST AGREED UPON, IF ANY.)
equal to the "prime rate" as published in THE WALL STREET JOURNAL on the date
such payment was due or if THE WALL STREET JOURNAL was not published on such
date, the corresponding rate in the next issue of THE WALL STREET JOURNAL
published after the due date.
(USURY LAWS AND REQUIREMENTS UNDER THE FEDERAL TRUTH IN LENDING ACT, SIMILAR
STATE AND LOCAL CONSUMER CREDIT LAWS AND OTHER REGULATIONS AT THE OWNER'S AND
CONTRACTOR'S PRINCIPAL PLACES OF BUSINESS, THE LOCATION OF THE PROJECT AND
ELSEWHERE MAY AFFECT THE VALIDITY OF THIS PROVISION. LEGAL ADVICE SHOULD BE
OBTAINED WITH RESPECT TO DELETIONS OR MODIFICATIONS, AND ALSO REGARDING
REQUIREMENTS SUCH AS WRITTEN DISCLOSURES OR WAIVERS.)

14.3      Other provisions:

14.3.1    The Contractor represents and warrants the following to the Owner (in
addition to any other representations and warranties contained in the Contract
Documents) as a material inducement to the Owner to execute this Agreement,
which representations and warranties shall survive the execution and delivery of
this Agreement, any termination of this Agreement and the final completion of
the Work:

          (1)  the Contractor is financially solvent, able to pay all debts as
they mature and possessed of sufficient working capital to complete the Work and
perform all obligations hereunder;

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

          (3)  the Contractor is authorized to do business in the Commonwealth
of Massachusetts and is properly licensed by all necessary governmental and
public and quasi-public authorities having jurisdiction over the Contractor and
over the Work and the Project;

          (4)  the Contractor's execution of this Agreement and performance
thereof is within the Contractor's duly authorized powers;

          (5)  the Contractor's duly authorized representative has visited the
site of the Project and is familiar with the local conditions under which the
Work is to be performed and has correlated observations with the requirements of
the Contract Documents; and

          (6)  the Contractor possesses a high level of experience and expertise
in the business administration, construction, construction management and
superintendence of projects of the size, complexity and nature of this
particular Project and will perform the Work with the care, skill and diligence
of such a contractor.

14.3.2    The Contractor acknowledges that the Owner may finance the Work with
funds provided and/or administered by a construction lender (the "Lender"). The
Contractor agrees to use its best efforts to comply with the requirements of the
Lender which bear upon the performance of the Work, so long as these efforts do
not require the Contractor to cede or otherwise lose rights granted to it under
the Contract Documents to a greater extent than customary for similar
transactions. The Contractor shall also:

          (1)  make the site of the Work available at reasonable times for
inspection by the Lender or the Lender's representatives;

<Page>

          (2)  consent to and execute all documents reasonably requested by the
Owner in connection with the assignment of this Agreement and the Drawings and
Specifications to the Lender for collateral purposes (such assignment shall, at
the Owner's request, require the Contractor to continue performance of all
obligations hereunder on the same terms and conditions as are set forth herein
for and on account of the Lender following any default by the Owner hereunder
which would otherwise give the Contractor the right to terminate this Agreement
if the Lender shall (a) agree to pay the Contractor all amounts due and owing
the Construction from and after the date the Lender notifies the Contractor that
Lender has exercised its right to take assignment of this Agreement and (b)
agree in writing to perform all obligations of the Owner hereunder accruing from
and after the date of such notification from the Lender): and

          (3)  promptly furnish the Owner with information, documents and
materials that the Owner may reasonably request from time to time in order to
comply with the requirements of the Lender.

14.3.3    Reference is hereby made to the Forest City Commercial Group
Contractor Project Procedures Manual attached as EXHIBIT D hereto (the
"Procedures Manual"). The Contractor acknowledges that the Procedures Manual
forms a part of this Agreement and agrees to comply with the terms and
provisions thereof. In the event of any conflict between the terms and
provisions of the Procedures Manual and the other terms of this Agreement, such
terms and provisions shall be interpreted so as to require the most substantial
and comprehensive performance of the Work and better quality or greater quantity
of Work.

14.3.4    Reference is hereby made to the Construction Management Plan dated
9/24/01, a copy of which is attached as EXHIBIT E hereto (as amended from time
to time, the "Construction, Management Plan"). The Contractor acknowledges that
the Construction Management Plan forms a part of this Agreement and agrees to
comply with the terms and provisions thereof to the extent applicable to the
Work. In the event of any conflict between the terms and provisions of the
Construction Management Plan and the other terms of this Agreement, such terms
and provisions shall be interpreted so as to require the most substantial and
comprehensive performance of the Work and better quality and greater quantity of
Work.

14.3.5    The Owner, after giving the Contractor notice, may make payments on
account of labor, materials and/or equipment for the Work directly to the
Subcontractors or persons entitled to the same in lieu of paying the Contractor
therefor or make joint payment to any such person and the Contractor. Any
amounts so paid shall be credited against the Contract Sum. No such payment
shall create any relationship between the recipient thereof and the Owner, nor
any duty on the part of the Owner. The Contractor shall cooperate with the Owner
to facilitate any such direct payments and shall provide such evidence as the
Owner may request for purposes of determining any amount to be so paid. If the
Owner elects to make such payments as a result of a failure on the part of the
Contractor to perform in accordance with the Contract Documents, or as a result
of a request from the Contractor that the Owner make such payments, then the
Owner may offset or credit the amount of its administrative costs incurred in
making such payments against the Contract Sum or render an invoice to the
Contractor for such administrative costs, which invoice the Contractor shall pay
promptly. In the event that the Owner elects to exercise its rights under this
subparagraph 14.3.5, the Owner shall deliver written notice to the Contractor
setting forth in reasonable detail the Owner's reasons therefor.

14.3.6    The members of the Contractor's staff listed on SCHEDULE I (the "Key
Persons") shall have primary and direct responsibility for the Work in the
respective capacities noted on SCHEDULE I. Such Key Persons shall not be changed
without the written consent of the Owner, unless such person becomes unable to
perform his or her duties due to death, disability or termination of employment,
or unless the Owner requests removal. If a Key Person is no longer capable of
performing in the capacity described on SCHEDULE I, or is removed by the Owner,
the Contractor shall assign a replacement acceptable to the Owner.

                                   ARTICLE 15
                            TERMINATION OR SUSPENSION

15.1      The Contract may be terminated by the Contractor as provided in
Article 14 of the General 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 unless such termination based on the reasons set forth in
14.1.1.1 or 14.1.1.2, the Contractor's Fee shall be calculated as if the

<Page>

Work had been fully completed by the Contractor, including a reasonable estimate
of the Cost of the 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 with modifications incorporated,
all as contained in the document prepared using the AIA Electronic Format
software and entitled "User Document: FC40LANDA201.DOC-- / /2001" (the "General
Conditions of the Contract"). All references in the Contract Documents to AIA
Document A201, the General Conditions or the General Conditions of the Contract
shall be deemed to refer to the General Conditions of the Contract.

16.1.3

<Table>
<Caption>
DOCUMENT                  TITLE                     PAGES
<S>                       <C>                       <C>


</Table>

<Page>

16.1.4    The Specifications are as described in SCHEDULE D attached hereto and
made a part hereof.
(EITHER  LIST THE  SPECIFICATIONS  HERE OR REFER TO AN EXHIBIT  ATTACHED TO THIS
AGREEMENT.)

<Table>
<Caption>
SECTION                   TITLE                     PAGE
<S>                       <C>                       <C>


</Table>

16.1.5    The Drawings are as described in SCHEDULE D attached hereto and made a
part hereof.
(EITHER LIST THE DRAWINGS HERE OR REFER LOAN EXHIBIT ATTACHED TO THIS AGREEMENT)

<Table>
<Caption>
NUMBER                    TITLE                     DATE
<S>                       <C>                       <C>


</Table>

16.1.6    The Addenda, if any, are as follows:

<Table>
<Caption>
NUMBER                    DATE                      PAGES
<S>                       <C>                       <C>
NONE
</Table>

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.

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.)

The Following Schedules and Exhibits form part of the Contract Documents*:

Schedule A - 1  Construction Schedule
Schedule A - 2  Milestone Dates
Schedule B      Guaranteed Maximum Price Breakdown
Schedule C      GMP Qualifications and Assumptions
Schedule D      List of GMP Drawings and Specifications
Schedule E      Allowance Items
Schedule F      General Conditions Items
Schedule G      Contractor's Permitted Trade Work
Schedule H      Contractor's Hourly Wage Schedule
Schedule I      Key Persons
Schedule J      Alternates
Schedule K      Designated Subcontractors (Eligible for Early Release of
                Retainage)
Exhibit A       Contractor's Sworn Statement
Exhibit B       Contractor's Lien Waiver Form
Exhibit C       Subcontractor/Supplier Lien Waiver Form
Exhibit D       Procedures Manual
Exhibit E       Construction Management Plan

* Schedules and Exhibits to be provided upon request.

<Page>

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/ Peter B. Calkins                      /s/ Jeffrey J. Corcoran
--------------------------------------    --------------------------------------
(SIGNATURE)                               (SIGNATURE)

(PRINTED NAME AND TITLE)                  (PRINTED NAME AND TITLE)
    Peter B. Calkins                         Jeffrey J. Corcoran
     Vice President                            Vice President