PROJECT STRUCTURAL & WATER
                                                               INTRUSION REPAIRS
                                                          AT WILLIAMSBURG HOUSES


GENERAL CONTRACTORS
66464TH STREET
BROOKLYN, NEW YORK 11220 
CONTRACT # NY005041
TEL (718) 833-6070, FAX (718) 238-4462


     THIS AGREEMENT  made as of the 15th day of Feb 1996,  between US. BRIDGE OF
NY INC 53-09 97TH  PLACE  CORONA.  NY 11368  (hereinafter  "subcontractor")  and
TRATAROS CONSTRUCTION, INC. of Brooklyn, NY, the General contractor (11erma:'ter
"contractor") under a prime contract with: Dated: MAY 17. 1994. witnesseth:


     1. That  Subcontractor  agrees, to the complete  satisfaction of contractor
and  the  Owner,  to  furnish  all  supervision,  labor,  materials,  equipment,
insurance,  small took and  incidentals  required to timely perform the work set
forth in Rider "C",  entitled  "Scope of Work',  attached  hereto and made apart
hereof,  all in fill compliance with the contract  documents,  including addenda
thereto as set forth by the Owner for this project

     2. That the  Subcontractor  has  examined  the  Principal  Contract and the
plans,  specifications  and  addenda  pertaining  thereto.   Furthermore,   said
Subcontractor is familiar with the nature of the country and the site where said
work is to be  done  and has  entered  into  this  Agreement  solely  on has own
knowledge  and  information  and on  has  own  estimate  of  the  character  and
quantities of material to be used in performing this Agreement The Subcontractor
has not  entered  into this  Agreement  on the basis of any  representations  or
assurances by any employee of CONTRACTOR or of the Owner.
  
     3. That the Principal Contract,  so far as it is material hereto, is made a
part of this Agreement and all liabilities  incurred and obligations  assumed by
CONTRACTOR   under  said   Principal   Contract  are  in  turn  assumed  by  the
Subcontractor,  so fir as they arise out of or are connected  with the work done
or materials  furnished  under this Agreement The  Subcontractor  agrees that it
shall be  responsible  to  CONTRACTOR  in all respects and to the same extent as
CONTRACTOR is  responsible  to the Owner under the Principal  Contract  Wherever
this  Agreement is at variance with the  Principal  Contract or the plans or the
specifications,  with reference to the quality,  quantity or land of material to
be  furnished,  the  Subcontractor  agrees to furnish the greatest  quantity and
highest quality of materials  specified  regardless of whether same be specified
in  this  Agreement,  or in  the  Principal  Contract  or in  the  plans  or the
specifications.  The  Subcontractor  shall  have no greater  rights or  remedies
against  Contractor  by reason of any act or omission of the Owner or its agents
than shall the  Contractor  itself have against the Owner.  

     4. No  alterations or deviations  shall be made in the  performance of said
work from that shown on the architect's drawings,  except upon the written order
of CONTRACTOR and if said alterations or deviations require the payment of a sum
of money by CONTRACTOR in addition to the sum hereinafter specified, such amount
shall be agreed  upon  between  CONTRACTOR  and the  Subcontractor  and shall be
stated in the order.  If such  alterations or deviations  require a reduction by
the Subcontractor of the amount paid to it, as hereinafter set forth, the amount
of such reduction shall be agreed upon between  CONTRACTOR and Subcontractor and
shall be stated in the order. 

     In the event of a disagreement  between CONTRACTOR and the Subcontractor as
to  either of the said two  amounts  last  mentioned,  the  Subcontractor  shall
proceed  to  perform  the work  pursuant  to said  order  but he may do so Under
Protest and with all rights reserved.


<PAGE>
     5. In the event of any  additional  or extra work or materials not shown on
said  drawings or  described  in said  specifications  being  required or deemed
necessary by CONTRACTOR, CONTRACTOR shall deliver to the Subcontractor a written
order  specifying in detail the nature and character of such additional work and
materials and the sum to be paid to the Subcontractor therefore, which sum shall
be agreed  upon  between  CONTRACTOR  and the  Subcontractor  In the event  that
CONTRACTOR  and  the  Subcontractor  fail  to  agree  upon  said  amounts,   the
Subcontractor  shall  proceed  and  perform the extra work and finish such other
materials  last  mentioned  but he may do so Under  Protest  and with all rights
reserved

     When  any  material  is  furnished  or work is done  not  shown on the said
drawings or described in said specifications pursuant to the requirements of the
written order of CONTRACTOR as set forth in this  paragraph,  the furnishings of
said materials and the performance of said work shall be deemed to be done under
and in  conformance  of the teens of this  contract and the  provisions  of this
Agreement  requiring  certificates  of the  architect  and/or  owner,  and final
payment therefore shall apply

     6. The Subcontractor  shall commence work within 48 hours after notice from
CONTRACTOR and shall from time to time continue therewith as required by CO~CTOW
The  work  shall  be  completed  in  accordance  with the  project  schedule  as
established or approved by Owner.  Subcontractor agrees that at all times during
the  progress  of the work to keep  sufficient  workmen  employed on the job and
maintain  sufficient  materials thereon so that such work may proceed diligently
and without delay  Subcontractor  further agrees to carry on such work and every
part  thereof  with due  diligence in order to complete and finish the same in a
substantial workmanlike manner and without delay and to so conduct has work that
the progress thereof and the work of the other subcontractors and the completion
of said building shall not be delayed

     7. That no part of the work to be performed  under this Agreement  shall be
sublet,  transferred or assigned  without the written consent of CONTRACTOR . If
such  consent  is  given,  it  shall  not  release  the  Subcontractor  from any
obligation hereunder.
  
     8.  That  the  Subcontractor  will  observe  and  conform  with  all  laws,
ordinances and  regulations of all Federal,  State,  City and local  authorities
having  jurisdiction  over the work,  and will at its own  expense,  secure  all
permits and  approvals  necessary for or pertaining to the work to be done under
this  Agreement  That the  Subcontractor  guarantees  the work to conform to the
rules and regulations of the local building department and all other authorities
having jurisdiction over the work. Where all other conditions precedent to final
payment have been met, the  Subcontractor  shall not be entitled to such payment
until he has  delivered to  CONTRACTOR  all  certificates  of  approval,  bonds,
acceptances,  or other certificates or documents required by the Specifications,
by this  contract or by the Principal  Contract 

     9. That all materials  furnished  under this  Agreement must be of the best
quality and it is  understood  that they may be inspected by  CONTRACTOR  before
and/or  after  delivery.  If  rejected  by  CONTRACTOR  they  will be  held  for
disposition  at the risk and  expense of the  Subcontractor  and any  payment on
account  therefore shall be promptly  refunded by said  Subcontractor In case of
such rejection  CONTRACTOR  shall have the right to repurchase  these  materials
elsewhere, and, if the cost of such repurchase should exceed the price set forth
in this Agreement,  then the Subcontractor shall be liable to CONTRACTOR for the
fill amount of such excess together with the damages  sustained by CONTRACTOR by
reason of the delay

     10 Should said work and materials be unsatisfactory to CONTRACTOR or should
the  Subcontractor  delay  or  refuse  to  prosecute  the work  with  reasonable
diligence as required by CONTRACTOR or abandon same or otherwise fail to perform
has or its work, as herein agreed,  or fail to comply with any of the agreements
herein on the part of  Subcontractor  to be performed.  or should  Subcontractor
become  insolvent  or file a  voluntary  petition  in  bankruptcy,  or should an
involuntary  petition in  bankruptcy  be filed  against said  Subcontractor,  or
should  any  proceeding  be filed by or  against  the  Subcontractor  under  the
Bankruptcy Acts for an Arrangement or any other suitable  relief,  or should the
Subcontractor  make an  assignment  for the  benefit of  creditors,  or should a
receiver  be  appointed  for  the   Subcontractor  by  any  court  of  competent
jurisdiction,  then, on giving to the  Subcontractor  48 hours written notice of
such  default or  breach,  by  certified  or  registered  mail  directed  to the
Subcontractor at the address  hereinbefore set forth,  CONTRACTOR may enter upon
the said premises and complete said work itself or by hiring other  contractors,
and  CONTRACTOR  may provide such other material and workmen as may be necessary
to complete such work, or any part thereof,  and CONTRACTOR is hereby  empowered
to do so as often as it may deem  necessary in order to hasten the completion of
this  work,  without  releasing  the  Subcontractor  from  liability  hereunder.
Thereafter,  at CONTRACTOR'S  option,  it may, upon giving such 48 hours notice,
deem the contract terminated, with the right to CONTRACTOR to complete such work
in the  mariner  aforesaid  In any  of  such  events,  all  tools,  scaffolding,
equipment,  and  materials  on the  premises.  owned  and/or  controlled  by the
Subcontractor, may be used by CONTRACTOR or its agents to complete said work all
without charge or cost, and


<PAGE>






     3 of5 CONTRACTOR shall not be required to transport such tools, scaffolding
or equipment from the premises after such use. .All expenses in connection  with
the  completion  of such work  and/or  any part  thereof,  including  reasonable
counsel  fees,  shall be  deducted  from the  amount due or to become due to the
Subcontractor,  or, if the sum shall  exceed the amount due,  the  Subcontractor
shall be liable to CONTRACTOR for such difference,  and the Subcontractor  shall
hold  CONTRACTOR  harmless from any loss the Contractor may sustain by reason of
the breach by Subcontractor of this Agreement

     11. That the consideration fixed herein represents the entire consideration
to be paid by  CONTRACTOR~  Any sales tax or other tax imposed by any present or
future  law on the  labor  or  materials  used by the  Subcontractor,  or on the
payrolls  for such labor,  shall be paid by the  Subcontractor.  The price fixed
herein  shall not be  increased  by reason of any increase in labor or materials
occurring  on and after the date  hereof  for any  reason  whatsoever,  it being
understood  that any and all risks of increase  in price of labor and  materials
have  been  contemplated  by the  Subcontractor  and have been  taken  into full
consideration  in  arriving at the  subcontract  price set forth  herein.  It is
further  understood that no claim for such increase shall be claimed even though
it may be  asserted  by the  Subcontractor,  with or  without  cause,  that  the
Subcontractor has been brought into a period of increased labor and materials by
reason of any delays of the  Contractor,  any of its other  subcontractors,  the
Owner, or its representative,  or other independent  contractors employed by it,
or for any other cause whatsoever.*

     12.  That the  Subcontractor  agrees to perform all of this work with union
labor of such  classifications  as to cause no  trouble  with the  unions of the
other trades employed at this job or at the Owner's facility.  The Subcontractor
also  agrees to  coordinate  has work with the other  trades on the job so as to
avoid disputes and delays in the field

     13. That the Subcontractor  hereby agrees to and does indemnify  CONTRACTOR
and the Owner and hold them harmless from all loss, liability,  claims, damages,
suits. actions and proceedings whatsoever (and expenses and counsel fees arising
therefrom)  which may be brought on account of  injuries or damage to persons or
property  or for  infringement  of  patent  rights  during  and  because  of the
performance  of  this  work  except  for the  sole  negligence  of  CONTRACTOR'S
employees.  This  indemnification  for the benefit of  CONTRACTOR  and the Owner
shall also be for the benefit of and include any lessor of  equipment  leased to
CONTRACTOR   when  such  leased   equipment  is  used  in  connection  with  the
Subcontractor's  performance  of  this  work  Said  Subcontractor  will  furnish
CONTRACTOR at once with certificates for Worker's  Compensation  Insurance,  for
commercial  general  liability  insurance,  for auto  insurance and for property
damage  insurance with limits  commensurate  with the  requirements of the prime
contract AU of said insurance shall be written by insurance  carrier(s) licensed
by the State of New York  (otherwise  CONTRACTOR  shall have the right to reject
such  insurance)  and  certificates  will indicate that Owner and CONTRACTOR are
added insured under the policies.

     During the progress of said work, the Subcontractor shall maintain adequate
protection of said work, and shall protect the owners of adjacent  property from
injury arising from the carrying out of this  contract,  and shall make good any
such  damage  and injury  excepting  such as may not  directly  arise out of the
carrying out of this contract

           14.  That  in  consideration  of  the  faithful  performance  by  the
Subcontractor of the terms above set forth, CONTRACTOR agrees to pay or cause to
be paid to the  Subcontractor,  and the  Subcontractor  agrees  to  accept  from
CONTRACTOR  as or for the said  Subcontractor's  full  compensation  for all the
materials furnished and all the work done under this Agreement, the total sum of
(See Rider ~'C" Price Schedule ) as follows: During the progress of the work the
Subcontractor  will submit payment  requisitions to CONTRACTOR not less than one
nor more than two days prior to each date  specified in the  Principal  Contract
for CONTRACTOR to submit  requisition  for payment to the Owner. If requested by
CONTRACTOR with each payment  requisition the Subcontractor  shall submit a true
and accurate  statement,  subscribed and sworn to by the  Subcontractor,  and in
form and content  satisfactory to CONTRACTOR  setting forth the number and names
of each and every person who has  furnished  materials  and/or labor for, or who
has sold or rented equipment or supplies to the  Subcontractor  and which was or
is to be used for or in  connection  with  the work  under  this  contract,  and
setting  forth also the amount  due or to become  due to each  persons  for such
material and/or labor,  etc. as of the date of the payment  requisition  Each of
such statements  shall cover the period from  commencement of the work hereunder
to the date of the payment requisition. CONTRACTOR hereby expressly reserves the
right to require the  Subcontractor  to furnish full  releases  from any and all
persons who have furnished  materials and/or labor,  etc. for the  Subcontractor
applicable to the work under this contract,  and for which  CONTRACTOR is or may
become liable, and anything herein to the contrary not withstanding.  CONTRACTOR
hereby  further  expressly  reserves the right to withhold any amount or amounts
due to become due to the Subcontractor,  at or before final payment,  until such
release or releases have been furnished Subject


<PAGE>
     to the foregoing  CONTRACTOR will pay to the Subcontractor  upon receipt of
payment  from the  Owner,  a sum equal to ~  percent  of the work  approved  and
accepted by the Owner  Receipt of payment by the  CONTRACTOR  from the Owner for
the  Subcontractor's  work is a condition precedent to payment by the CONTRACTOR
to the  Subcontractor The balance of 5 percent will be paid to the Subcontractor
ninety (90) days after the  contract  phase work is  completed  and provided the
work  described  in  thus  Subcontract  is  fully  completed  and  performed  in
accordance  with the  Principal  Contract  and is  satisfactory'  to the  Owner.
Architect and CON'TRACTOR~ In addition.  Subcontractor shall execute and deliver
to CONTRACTOR the usual  affidavits  and a General  Release to CONTRACTOR and to
the Owner in form and content  satisfactory to CONTRACTOR No payment or payments
made  during the  progress  of the work shall be  construed  as an  approval  or
acceptance of defective work or inferior material

     15. In the event  that the Owner  terminates  or cancels  the  Construction
Contract  for any  cause  whatsoever  at any time  after the date  hereof,  this
subcontract  shall  likewise  be deemed  cancelled  and  terminated  and,  it 15
understood  that the  Subcontractor  shall have no claim of any kind  whatsoever
against the  CONTRACTOR for breach of the  subcontract,  for any cause or reason
whatsoever,  and  that  the  CONTRACTOR  shall  be  under  no  liability  to the
Subcontractor  except that the CONTRACTOR  shall be liable to the  Subcontractor
only for the difference between the subcontract value of the labor and materials
furnished to the date of said  termination or cancellation  of the  Construction
Contract and the amount  therefore  paid on account of said  subcontract  by the
CONTRACTOR to the  Subcontractor,  provided all materials and labor delivered or
installed comply 'with the contract requirements. In the event the Subcontractor
has materials  fabricated for, but not delivered to, the site, the Subcontractor
shall be entitled to payment  therefore  and shall  deliver to the  CONTRACTOR a
Bill of Sale for said items. The Subcontractor  shall on the CONTRACTOR'S demand
attempt sell said items in open market at prices agreeable to the CONTRACTOR and
if said items are sold, the amount paid by the  CONTRACTOR  shall be refunded to
the CONTRACTOR If the CONTRACTOR desires delivery of said fabricated  materials,
the  CONTRACTOR  shall  have  the  right to order  delivery  of said  fabricated
materials.

     16. CONTRACTOR reserves the right to withhold any moneys payable under this
contract until any and all liens, orders,  assignments,  or other claims arising
in connection with thus contract,  which shall have been filed against the above
premises by the  Subcontractor  or by any one on account of any claim against or
under said Subcontractor or for the payment of which CONTRACTOR or said premises
shall be liable,  shall have been satisfied by said Subcontractor,  and, if same
shall  not be  discharged  within  ten  (10)  days  after  the  filing  by  said
Subcontractor,  either by payment or by bonding,  CONTRACTOR  reserves the right
(but it  shall  not be  obligated  so to do) to apply  said  moneys  toward  the
satisfaction of any of the foregoing

     17 The subcontractor  shall be responsible for the clean up of any rubbish,
crates, etc., accumulated in the performance of his work. If same is not done to
the  satisfaction of the CONTRACTOR,  Subcontractor  shall be advised in writing
and if not satisfactorily performed within three (3) days. CONTRACTOR may remove
the  rubbish  and back  charge  the  Subcontractor  for all costs in  connection
therewith.

     18. In the  prosecution  of said work,  the  foreman  shall  represent  the
Subcontractor,   and  in  the  absence  of  the  latter  all   instructions  and
notifications  given to the  foreman  shall be  binding  as if given to the said
Subcontractor.   Upon  the  request,   however,  of  said  foreman  or  of  said
Subcontractor, said instructions or notifications shall be reduced to writing

     19 In the event that  Subcontractor  suffers or claims any additional cost,
expense or damage in  connection  with or arising  out of this  contract  or its
performance or breach,  the cause of which in whole or in part is due,  directly
or  indirectly,  to any acts or omissions of the Owner or for which the Owner is
responsible,  the parties  agree to enter into an agreement  to  liquidate  such
claims  upon  the  terms  and  conditions  set  forth in  CONTRACTOR'S  standard
Liquidating  Agreement  current as of the date of execution of this  subcontract
and  which  is  hereby  incorporated  herein  by  reference,  or in the  form of
Liquidating  Agreement attached hereto;  such claims shall be identified and set
forth in "Schedule A" to such  Liquidating  Agreement Except as may be expressly
otherwise  provided  in such  Liquidating  Agreement,  CONTRACTOR  shall have no
liability or  responsibility  to  Subcontractor  for any such additional  costs,
expense or damage.

     20. This  Agreement  shall be construed in accordance  with the laws of the
State of New York as if thus  Agreement  were  executed in the State of New York
and the  parties  agree  to  recognize  that any suit  which  can be  maintained
pursuant to thus  Agreement  must be  instituted in a court of record within the
State of New York.

     21  CONTRACTOR  will  not,  under  any   circumstances   be  answerable  or
accountable  for any  fire or  theft  loss  suffered  by the  Subcontractor.  No
materials  delivered  on the  premises to form part of the work shall be removed
therefrom without the consent of CONTRACTOR excepting only such surplus material
as may remain after completion of the work.

     22. In the event that the Subcontractor. its agents, servants or employees,
during the course of the job, shall


<PAGE>
     use any materials,  facilities, places of work or property of CONTRACTOR or
any other  subcontractor  (including  but not  limited  to  scaffolding,  tools,
equipment,  etc.) the  Subcontractor  hereby agrees to save and hold  CONTRACTOR
harmless from, and to indemnify  CONTRACTOR from any claims,  demands,  damages,
causes of action,  decrees and judgments by reason of any injury or loss of life
to persons or damages to property arising out of such use.

     23.  CONTRACTOR may at any time prior to Or during the progress of the work
demand  that  within  ten  days of such  demand  the  Subcontractor  deliver  to
CONTRACTOR a duly  executed  surety  company  performance  and payment bond by a
company and agent  satisfactory to CONTRACTOR in the amount of this contract and
in a form  satisfactory  to  CONTRACTOR  Costs for such bond will be  divided as
follows: 2/3 by Tartars and 113 by U.S. Bridge of NY.

     24.  Subcontractor  shall work  overtime,  Saturdays  at the  direction  of
CONTRACTOR  without  additional  cost  to  CONTRACTOR  if  in  the  judgment  of
CONTRACTOR  such  overtime  and  Saturday  work is  necessary  due to  delays of
Subcontractor.

     25. This Agreement embraces the entire  understanding and agreement between
the parties and it is hereby agreed that this Agreement supersedes any proposals
heretofore  submitted  by the  Subcontractor.  Any  oral  additions,  omissions,
modifications or waivers, are expressly renounced and excluded.

     26. This Agreement  consists of 5 pages of Terms and Conditions,  Rider "A"
three pages, Rider "B" one page and Rider "C" ~ pages and Rider '~" one page.




     IN WITNESS WHEREOF, THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS ON THE
DATE WRITTEN BELOW:


U.S. BRIDGE OF NY INC.

TRATAROS CONSTRUCTION, INC.


<PAGE>
                            RIDER "A' TO SUBCONTRACT
                              LIOUIDATING AGREEMENT


             AGREEMENT  made  as of the  15th  day of Feb  1996  by and  between
    TRATAROS Construction, INC., A New York Corporation with offices at 664 64th
    Street,  Brooklyn,  New York 11220  ("TRATAROS")  and U.S. BRIDGE INC. ,with
    offices at 53-09 97TH PLACE, CORONA, NY 11365

     WITNES SETH.

     WHERE~,  TRATAROS  entered into a contract for public  improvement with NEW
YORK CITY  HOUSING  AUTHORITY  ("the  OWNER"),  known as  Project  No.  NY005041
STRUCTURAL AND WATER INTRUSION  REPAI~ AT WILLIAMSBURG  HOUSES,  ('THE Principal
Contract"); and

     ~ERAAS,  TRATAROS has entered into a written  agreement with  SUBCONTRACTOR
covering  work  at  the  Project  pursuant  to  the  Principal   Contract  ("the
Subcontract"); and

     WHEREAS,  TRATAROS AND  SUBCONTRACTOR  have  performed  work for and at the
Project; and

     WHEREAS,  SUBCONTRACTOR  bas asserted  certain claims  against  TRATAROS in
connection  with or arising out of the Subcontract or its performance or breach,
tile cause of which is whole or in part is due, directly or indirectly,  to acts
or omissions of the OWNER or for which the OWNER is responsible In, which claims
are identified and set forth in Schedule A annexed hereto ('the  SUBCONTRACTOR'S
CLAIMS");

     WHEREAS,  SUBCONTRACTOR  has agreed and hereby  reconfirms its agreement to
liquidate the SUBCONTRACTOR'S  CLAIMS and any liability therefore on the part of
TRATAROS, provided TRATAROS asserts the SUBCONTRACTOR'S CLAIMS against the OWNER
on behalf of SUBCONTRACTOR in the manner hereinafter provided, and

     WHEREAS,  TRATAROS and SUB  CONTRACTOR  desire to enter into this Agreement
setting  forth  all of  their  rights  and  obligations  as to  each  oilier  in
connection with the SUBCONTRACTOR'S CLALMS.

           NOW,  THEREFORE,  in  consideration  of the  above  premises  and the
             covenants and agreements hereinafter provided, the parties agree as
             follows: 

     1. All of the foregoing recitals are true and complete and are incorporated
herein by this reference thereto.

     2. SUBCONTRACTOR agrees to accept in full satisfaction and discharge of the
SUBCONTRACTOR'S CLAIMS or any subsequent revision(s) and or addition(s) thereto,
the amount, collected or recovered, for the SUBCONTRACTOR9S CLAIMS to be paid to
it in liquidation  thereof as hereinafter  provided.  TRATAROS  acknowledges its
liability to SUBCONTRACTOR with respect to the SUBCONTRACTOR'S CLAIMS.
 
     3.  SUBCONTRACTOR  hereby appoints  TRATAROS its  attorney-in-fact  for the
proposes of presenting the SUBCONTRACTORS  CL~VIMS to file OWNER;  SUBCONTRACTOR
authorizes  such  claim  to  be  presented  either.  the  name  of  TRATAROS  or
SUBCONTRACTOR,  or both. TRATAROS shall present the SUB CONTRACTO. CLAIMS to the
OWNER  in the  form  and  manner  required  by the  Principal  Contract  and the
specifications.  

     4. TRATAROS agrees to present the  SUBCONTRACTOR'S  CLAIM to the OWNER and,
at TRATAROS'S sole,  arbitrary and unreasonable  option, to prosecute same in an
action  against the OWNER  together  with such other claims as TRATAROS may have
arising out of the Project ("TRATAROS'S  CLAIMS");  provided,  however,  that if
TRATAROS  1)prosecutes  any such  other  claims,  it shall  also  prosecute  the
SUBCONTRACTOWS CLAIMS.

     5.  SUBCONTR.\CTOR  agrees  that the  liability  of  TRATAROS to it fur the
SUBCONTRACTOR'S  CLAIMS is  limited to  whatever  recovery  TRATAROS  is able to
secure from the OWNER  either as a result of a negotiated  settlement  or as are
result of suit  initiated in the Supreme Court of the State of New York, iii the
appropriate county or any other court of competent jurisdiction. Upon receipt of
funds,  whether the same be the result of a negotiated  settlement,  arbitration
award  or  judgement  issued  by  the  Court,  the  amount   applicable  to  the
SUBCONTRACTOR'S  CLAIMS LESS TRATAROS'S  Contract markup and applicable fees and
disbursements  shall be first applied to pay TRATAROS'S  expenses (including but
not limited to legal fees and bond  premiums)  incurred in  connection  with (a)
mechanic's  liens and claims,  if any, made against TRATAROS or its payment bond
surety by subcontractors and supplier.  of SUBCONTRACTOR and (b) the preparation
negotiation  and  prosecution  of the  SUBCONTRACTOR'S  CLAIMS,  and the balance
remaining  shall  be  made  available  to  SUBCONTRACTOR  after  payment  of any
backcharges  or  loans  and  advances  from  TRATAROS  to  SUBCONTRACTOR~  It is
understood  and agreed  that such  payment(s)  shall  constitute  full  payment,
settlement  and discharge of the  SUBCONTRACTOR'S  CLAIMS,  and TRATAROS will be
fully  discharged of any and all liability to  SUBCONTRACTOR  arising out of the
SUBCONTRACTOR'S CLAIMS. Iii the event there is


<PAGE> 
     no  collection  or recovery by TRATAROS  from the OWNER with respect to the
SUBCONTRACTOR'S  CLAIMS or any subsequent  revision(s)  thereof either by way of
settlement or suit,  TRATAROS'S  efforts to collect and recover said claims from
the  OWNER  shall   constitute   payment,   settlement   all  discharge  of  the
SUBCONTRACTOR'S  CLAIMS,  and TRATAROS shall thereby be fully  discharged of any
and all such liability to SUBCONTRACTOR.

     6. The presentation and prosecution of the SUBCONTRACTOR'S  CLAIMS shall in
all respects be subject to the  handling,  control and  discretion  of TRATAROS,
including  but not  limited to the manner  and format of such  presentation  and
prosecution  and the  decision  whether or not to accept any amounts  awarded or
offered in settlement of the claims, or to continue with the prosecution thereof
If an  award  or  decision  L$ made by a court  or jury or by the  OWNER or ally
representative  or  employees  of the  OWNER in a  proceeding  which is  legally
binding on TRATAROS, SUBCONTRACTOR agrees to be bound by said award or decision.

     7.if a settlement or award is made with respect to all the claims presented
and  prosecuted by TRATAROS  against the OWNER that  TRATAROS  agrees to accept,
which is in the form of a lump sum  amount  or in such  oilier  form  that it is
uncertain  to  TRATAROS   what  amount,   if  any,  has  been  allowed  for  the
SUBCONTRACTOR'S CLAIMS, or if an award providing a specific amount on account of
the  SUBCONTRACTOR'S  CLAIMS is nude in a proceeding as to which it is uncertain
to  'FRATAROS  whether  the  a1locati~  of such  amount is  legally  binding  on
TRATAROS, then TRATAROS shall. in its sole discretion, determine what amount, if
any was or  should  have  been  allowed  in such  settlement  or  award  for the
SUBCONTRACTOR'S  CLAIMS. If SUBCONTRACTOR  shall be dissatisfied with the amount
so  determined  by  TRATAROS,  SUBCONTRACTOR  shall  have the  right  to  demand
arbitration  of the  question  of what  amount,  if  any,  was  allowed  for the
SUBCONTRACTOR'S  CLAIMS in such  settlement or award;  provided,  however,  that
demand for such  arbitration  shall be served upon  TRATAROS  will 30 days after
SUBCONTRACTOR'S  receipt of notice in writing from TRATAROS of its determination
of the amount so  payable.  Failing  such demand for  arbitration,  SUBCONTRACTC
shall be bound by the  determination  made by TRATAROS.  if SUBCONTRACTOR  shall
make a timely demand for  arbitration,  such  arbitration  shall be conducted in
accordance  with the  Construction  Industry  Arbitration  Rules of the American
Arbitration  Association  in New York,  New York,  and the costs and expenses of
such  arbitration  shall be borne equally by the parties hereto The  arbitrators
shall  have 110 power to decide  the  underlying  merits of the  SUBCONTRACTOR'S
CLAIMS or TRATAROS'S CLAIMS, or other matters,  but shall be limited as a matter
of their  jurisdiction,  solely  to  determining,  on the  basis of  substantial
evidence,  the amount, if any, which was allowed for the SUBCONTRACTOR'S  CLAIMS
in the settlement or award previously rendered.

     8.SUBCONTRACTOR  agrees to reimburse  TRATAROS ill the proportion  that the
SUBCONTRACTOWS  CLAIMS as set forth on  Schedule  A or  otherwise  submitted  to
TRATAROS  bear to tile total claims  submitted by TRATAROS to the OWNER (as same
may be amended),  for legal fees  (contingent  or otherwise)  and  disbursements
reasonable  and  actually  expended  in  the  preparation  and  presentation  or
prosecution ("the  Prosecution") of the claims against the OWNER and the defense
of any counterclaims  brought by the OWNER Such disbursement  shall apply to all
services  rendered  and  disbursements  incurred by TRATAROS  and its counsel in
connection  with the  prosecution  and defense of said  claims or  counterclaims
against or by the OWNER in connection with the project;

     9. Should  setoffs or liquidated or other damages be hereafter  assessed or
claimed,  against  TRATAROS by the OWNER or anyone else due to acts or omissions
of SUB CONTRACTOR  under or in connection  with the  Subcontract,  SUBCONTRACTOR
shall be liable  to  TRATAROS  for the  amount of any such  setoffs  or  damages
awarded  against'.  TRATAROS  which a  court,  jury or  oilier  legally  binding
determination  may find were due to the acts or omissions c  SUBCONTRACTOR  If a
lump-slim or overall amount of setoffs or liquidated or other damages is awarded
to the OWNER or another  against  TRATAROS,  or if such  setoffs or damages  are
settled,  and it is not possible to allocate such award or settlement as between
TRATAROS  and  SUBCONTRACTOR,  then  TRATAROS  shall,  in  its  sole  discretion
determine  the  allocation  of   SUBCONTRACTOR'S   liability  to  TRATAROS.   If
SUBCONTRACTOR  shall be dissatisille' with such allocation,  SUBCONTRACTOR shall
have the right to demand  arbitration  of die question of what amount,  ally, of
such award or  settlement  is properly  allocable  to  SUBCONTRACTOR;  provided,
however,  that such arbitration.' shall be demanded within 30 days after receipt
by  SUBCONTRACTOR of notice of such allocation from TRATAROS Failing such demand
for  arbitration,  SUBCONTRACTOR  shall be bound  by the  determination  made by
TRATAROS.  "  SUBCONTRACTOR  shall make a timely  demand for  arbitration,  such
arbitration  shall be conducted in  accordance  with the  Construction  Industry
Arbitration  Rules of die American  Arbitration  Association  iii New York,  New
York, and the cost and expense's of such  arbitration  shall be borne equally by
the parties. the arbitrators shall have 110 power to decide di ouderlying merits
of the  SUBCONTRACTOR'S  CLAIMS,  or other  matters,  but shall be  limited as a
matter of tile' jurisdiction, solely to determining, on the basis of substantial
evidence,  the amount, if any, which was or should have bee allocated to the SUB
CONTRACTOR by TRATAROS.
<PAGE>
          10 In the event that ally  clause or item of damage  included  in the
SUB Contractor's CLAIMS is or is claimed to be the property of any subcontractor
or supplier of  SUBCONTRACTOR,  then,  to the  fullest  extent  provided by law,
SUBCONTRACTOR  shall  indemnify and hold harmless  TRATAROS from and against all
claims, actions, damages. losses, liabilities, costs and expenses, including but
not limited to court costs,  litigation  expense and attorney's fees (whether or
not  litigation  is  commenced)  of  whatever  nature or type  arising out of or
resulting from any such claim or item of damage by any subcontractor or supplier
of SUBCONTRACTOR.

     11. The  presentation  and  prosecution of all claims shall be performed by
TRATARO S'S attorney, provided, however, that SUBCONTRACTOR may employ attorneys
of its own choosing at its sole cost and expense to aid,  assist or monitor (but
not interfere with) any such  presentation or prosecution.  SUBCONTRACTOR  shall
give its full  cooperation  and assistance to TRATAROS in the  presentation  and
prosecution of the SUBCONTRACTOR'S CLAIMS and TRATAROS'S CLA[MS, and produce and
make available to TRATAROS any books, records,  documents,  information or other
evidence,  witnesses,  including  expert  witnesses,  and  consultants as may be
required  or  reasonably  desired by  TRATAROS  in  connection  therewith.  Such
evidence,  witnesses,  including  expert  witnesses,  and  consultants as may be
required or reasonably desired to substantiate the SUBCONTRACTOR'S  CLAIMS shall
be furnished and provided at the sole expense of  SUBCONTRACTOR,  such evidence,
witnesses,  including  expert  witnesses,  and consultants as may be required or
reasonably  desired to substantiate  TRATAROS'S  CLAIMS shall be provided at the
sole  expense of  TRATAROS.  Any expert  witnesses  or  consultants  retained by
TRATAROS'S  counsel as may be required  or  reasonably  desired to  substantiate
matters  common to all claims shall be provided at the joint expense of TRATAROS
and  SUBCONTRACTOR,  such expense to be  equitably  allocated  between  their by
counsel  Oil tile basis of the time spent by such  expert  witness or consult on
each claim, or, in counsel's sole discretion, oil any other equitable basis, and
SUBCONTRACTOR shall pay TRATAROS its share of these costs as so determined.

     12 Except as  herein  specifically  provided,  it is  understood  that tile
Subcontract  remains  in full  force and  effect in all  respects  binding  upon
parties, and nothing herein shall release SUBCONTRACTOR from claims or liability
for personal injury or property  damage,  nor from claims grounded in negligence
or products  liability,  or from  remaining  obligations  imposed upon it by the
Subcontract  including  but  not  limited  to  obligations  in  connection  with
guarantees, warranties, defective work or materials and testing requirements.

     13.  This  Agreement  supersedes  and  merges  all  prior   understandings,
negotiations,  representations  and  agreements,  whether  written or oral, with
respect to the subject matter of this Agreement,  and shall inure to the benefit
of and be binding upon the  respective  heirs,  assignees,  representatives  and
successors of die parties hereto.

     14. Other than as expressly set forth in paragraph "13", above,  nothing in
this  Agreement  is intended to create or enhance any rights in any person not a
party hereto.

     IN ~VITNESS HEREOF,  the parties have caused this Agreement to be signed by
their duly authorized officers as of the day and year first above written.

                                                     TRATAROS CONSTRUCTION CORP.



                                                         U.S. BRIDGE OF NY, INC.


<PAGE>
   In  accordance  with terms of the  contract,  you are required to provide the
following information within five (5) working days:

             A)      Name and Address of Material Vendor/Supplier:







             B)      Name of Material Fabricator:






             C)      Name of Equipment Rental Distributor:








<PAGE>
     D) Certified Payroll Report;

     E) Certificate of Insurance;


     F) Proposed Delivery Schedule;

     G) Proposed Itemized Contract Cost Breakdown,  including Labor,  Materials,
Equipment;

     H)Certified  Statement  Confirming Labor Benefits  Contributions  have been
satisfied

Be advised that progress  payments  and/or final payment,  payment of retainage,
shall be subject to receipt,  acceptance and  verification  of Item "A'9 through
"H" mentioned above.


SUB CONTRACTOR

U S. BRIDGE, INC.


<PAGE>
                               RIDER "C" Continued

     Structural and Water  Intrusion  Repairs at  Williamsburg  Houses  Contract
#NY005041; Lead and Asbestos Abatement

U.S. Bridge
33-09      97th Place
Corona, NY  11368

1. SCOPE OF WORK

     A. The  subcontractor  shall furnish all submittals,  materials,  labor and
equipment  for the  performance  of the Lead &  asbestos  abatement  work at the
Williamsburg  Houses project,  in strict conformance with the contract documents
and all regulatory requirements.

     B. The lead and asbestos  abatement work includes but is not limited to the
following.

     1. Removal of all roof flashing  materials  which contain  asbestos down to
existing  roof deck or  substrate  and chimney  asbestos  abatement  as shown on
drawings.
  
     2. Removal of asbestos tile in kitchen and broom closets.

     3. Lead abatement of bathroom ceilings and walls.

     4. Lead abatement of kitchen ceilings and walls.

     5. Lead abatement of kitchen walls for column repairs.

     6. Lead abatement of window headers and cladding of same.

     7. Removal and disposal of fourth floor bathroom doors.

     8. Removal and disposal of wood baseboards.
 
     9.  Critical  barriers  and  security  barriers as required to complete the
above work.

     10.  Temporary roof  protection  after asbestos  removal.  Per spec.  Sect.
07220.1.03.B.6.

     11. Hoisting of materials and equipment as required.

     12. Disposal of all hazardous asbestos and lead waste, not limited to:

     a. HEP~ vacuum contents.

     b. Paint chips and spot abrasive.

     c. Woodwork,  metal window liners,  and other  components  removal from the
building.


     d. Filtered waste water used during caustic paint removal process.

     e. any other items contaminated with lead-based paint or items produce as a
result of lead based paint activity.




<PAGE>
     C. applicable Specifications Sections are as follows:

     1. 01040 Project Coordination

     2. 02080 Removal and Disposal of asbestos Materials

     3. 02090 Lead Based Paint abatement

     It is understood that the words "contractor" and "general contractor'8 used
in the specifications sections listed above, are referring to U.S. Bridge of NY.

     D. Exclusions to the subcontract:

     1. Power and electrical  hook-ups and disconnects less than lOamps.  

     2. Hot and cold water supply and drainage

     3. Replacement Doors,  Hardware (except where damaged by subcontractor) and
baseboards.


<PAGE>
                               RIDER "C" Continued

                                2. PRICE SCHEDULE


             The unit prices applicable to the abatement work are as follows:
<TABLE>
<CAPTION>

   BID          DESCRIPTION                         UNIT              ESTIMATED           UNIT           EXTENSION
   ITEM                                                              QUANTITY              PRICE
<S>                                                <C>                 <C>                <C>            <C>
  3.      Lump sum price per
          building for all
          asbestos abatement
          work on roofs
          including disposal.                      Bldg.               15                 18,000         270,000

  4.      Lump sum price per
          apartment (4th
floor Apts) for
          all asbestos
          abatement in
          kitchen floors
          and broom closets,
          including disposal.                      Apt.                318                135.00          42,930

  5.      Lump sum price per
          Chimney for all
          asbestos abatement
          work on chimneys to
          be removed including
          disposal.                                Each                 4                 4,499            17,996

  6.      Lead-Based Paint
          abatement of all
          baseboards (removal of
          baseboards and trim).                    L. F.               47,500             2.35            111,625

7.        Lead-Based Paint Abatement of 
          kitchen and bathrooms
          ceilings, including decontamination,
          set up and clean up.
          (4th. floor apts.).                     Sq.Ft.                45,000            2.50             112,500


8.        Lead-Based  Paint  abatement 
          of kitchen  ceilings,  (up to 40 Sq. Ft.)
          including decontamination, set 
          up and clean up.
          (Occupied apts).                        Each                  400               224              89,600

</TABLE>

<PAGE>
                              RIDER "C'1 Continued
<TABLE>
<CAPTION>


   BID          DESCRIPTION                       UNIT               ESTIMATED             UNIT                 EXTENSION
   ITEM                                                               QUANTITY            PRICE

  9.      Lead-Based paint -abatement of kitchen columns in occupied  apartments
          disposal of hazardous waste, set-up decontamination,
          and clean up.  
<S>                                                <C>                  <C>                 <C>               <C>  
                                                   Each                 16                  380               6,080

 10.      Lead-Based paint
          abatement of
          kitchen columns in
          (4th. floor apts).
          including disposal
          of hazardous
          waste, set-up,
          decontamination,
          and clean up.                           Each                  45                  380               17,100
 
11.      Lead-Based   paint  abatement  
         of  door  frames   including,   set-up,
         decontamination and clean up. (4th floor
          apts).                                   L. F.                40,000              2.75              110,000

 12.      Lead-Based paint abatement 
          (encapsulate kitchen and bathroom walls) 
          in all 4th
          floor apts.                              S.F.                 130,000             .90               117,000

 13.      Lead-Base paint abatement of window 
          headers (aluminum enclosures).
          4th. floor apts).                        L. F.                10,200               3.50             35,700

 14.     Lead-Based  paint  abatement  (removal)
         of  bathroom  doors  including
         hardware.
         (4th. floor apts).                        Each                 320                 135               43,200

</TABLE>

<PAGE>
                              RIDER "C" Continued
<TABLE>
<CAPTION>



   BID          DESCRIPTION                       UNIT                  ESTIMATED           UNIT            EXTENSION
   ITEM                                            QUANTITY             PRICE
<S>                                                <C>                  <C>                 <C>               <C>   
   15.    Lead-Based paint
          abatement of window
          header s/al urn mum
          enclosures for
          structural shoring
          purposes.  Include
          install at ion/removal
          and disposal of
          security part it ions.
          (Unoccupied apts).                       Each                 76                  920               69,920

   16.    Lead-Based paint
          abatement of window
          headers/aluminum
          enclosures for
          structural shoring
          purposes.  Include
          installation/removal
          and disposal of
          security partitions
          with ~.C. modifications.
          (Occupied acts).                        Each                420                  1,100               462,000

 17.      Hazardous lead waste
          disposal for items
          6, 7, 8, 11, 12, 13,
          14, 16                                  pt.                 250                  208                 52,000

</TABLE>

     The total cost of the abatement work is estimated to be $1,557,631.00.  The
final cost may be affected by quantities of work performed.







<PAGE>
  Subcontractor's  attention is specifically  directed to the following contract
specification sections which are incorporated herein:

A.   Special Notice to Contractors
     Par. 1. Liquidated Damages.
     Par. 3.  Incorporation of Contract Documents
     Par. 7.  Commencement of Physical Work.
B.   Instructions to Bidders
     Par. 4.  Incorporation of Contract Documents
     Par. 12. A thru F Equal Opportunity..
     Par. 13.  For Fed. Funded contracts.
C.   Form of Proposal.
D.   General Conditions.
E.    Amendments to General Conditions
     Par. 13.  Time of Completion
     Par. 46.   Hours of Work.
F.   Supplementary General Conditions.
G.   Special Conditions.
      Par. 1. LPC Approval

     Par. 5. Resident Employment and Business Opportunity;  Section 3 which read
as follows: The Contract Work to be performed pursuant to this contract with the
Authority is assisted  under the  Comprehensive  Grant  Program  which  provides
direct federal Financial  Assistance from HUD and is subject to the requirements
of Section 3 of the Housing and urban  developments Act of 1968, as amended,  12
U.S.C. 1701u ("Section 3"), as amended by the Housing and Community developments
Act  of  1992.  Section  3  requires  that  to  the  greatest  extent  feasible,
opportunities for job training and employment be given to lower income residents
of the  areas of the  Section  3  Covered  Project,  and  contracts  for work in
connection  with the contract work shall be awarded to business  concerns  which
are located in or owned in substantial  part by persons residing in, the area of
the Section 3 Covered Project.

H.     General Requirements - Division 1
      Section 01340 - Submittals and Substitutions
      Section 01500 - Temporary Facilities
      Section 01600 - Materials & Equipment
      New York City Housing Authority