Tishman

September 13, 1996



U.S. Bridge of New York, Inc.
53-09  97th Place
Corona, New York 11368

Att:     Mr. Ronald Polito

Re:      Louis Vuitton N.A. Office Tower
         East 57th Street
          New York, New York

Trade:
                  Structural Steel/Metal Deck



Gentlemen:

Enclosed  please find fully  executed  copy of the  contract for the above noted
trade for your use and information.


Very truly yours,

TISHMAN CONSTRUCTION CORPORATION OF NEW YORK
As Agent for Starre Realty




William Stanton Vice President

WS:erf
Enc.


     Tishman Construction Corporation of New York 666 Fifth Avenue, New York, NY
10103 (212)399-3600 Fax (212)957-9791


<PAGE>



PROJECT:              LOUIS VUITTON N.A. OFFICE TOWER
                      East 57th Street
                      New York, New York

TRADE:                STRUCTURAL STEEL/METAL DECK

OWNER:                Starre Realty
                      130 East 59th Street
                      New York, New York 10022
                      (herein called the "Owner") acting by and through

CONSTRUCTION          Tishman Construction Corporation of New York
MANAGER               666 Fitth Avenue
                      New York, New York 10103
                      (herein called the "construction Manager") as agent for 
                      Owner and

CONTRACTOR:           U.S. Bridge of New York, Inc.
                      53-09 97th Place
                      Corona, New York 11368
                      (herein called the "contractor")

         Until  the  Contractor  is  notified  in  writing  by the  Owner to the
contrary,  all  actions  to be  taken  by,  all  approvals,  notices,  consents,
directions,  and  instructions  to be given  by,  all  notices  and  plans to be
delivered to, all  determinations  and decisions to be made by, and, In general,
all other action to be taken by, or given to, the Owner,  shall be taken,  given
and made by, or delivered or given to, the Construction  Manager in the name and
on behalf of the Owner.  The Owner (and not the  Construction  Manager) shall be
solely obligated to the Contractor for all sums required to be paid hereunder to
the Contractor.

As used herein:

(i)      "Architect" shall mean:

         Hillier/Eggers
         440 Ninth Avenue
         New York, New York 10022

  (ii) "Building" shall mean:

         Office  Building   located  at  17,19  &  21  East  57th  Street  (iii)
  "Indemnitees" shall mean:

          Starre Realty; 1896 Corp.; R.L.J.  Associates,  L.P.; AEZ Corporation;
          Louis Vuitton,  NA, Inc.;  Groupe George V; Metropole Realty Advisors,
          Inc.; NTX Interiors,  Inc.;  Tishman  Construction  Corporation of New
          York  and  their  respective  parent  companies,  corporations  and/or
          partnerships and their owned, controlled,  affiliated,  associated and
          subsidiary  companies,   corporations,  and/or  partnerships  and  the
          respective  agents,  consultants,   principals,   partners,  servants,
          officers, stockholders, directors and employees of each.

   (iv) "Site" shall mean:

          The project  encompasses  17,19 & 21 East 57th Street which is located
          on the Northside of East 57th Street and sounded by 600 Madison Avenue
          on the North;  590 Madison Avenue on the East: and 15 East 57th Street
          on the West as indicated by Lovell & Belcher Site Survey dated October
          26,1995.


     WHEREAS,  Owner has undertaken the construction of the Building on the Site
in accordance  with the drawings and  specifications  prepared by the Architect;
and

     WHEREAS,  Construction  Manager  has  agreed  to act as agent  for Owner in
connection with the construction work of the Building; and

     WHEREAS,  Owner desires to let and Contractor  desires to perform a portion
of the construction work;

     NOW, THEREFORE, Owner and Contractor agree as follows:


<PAGE>
CONTRACTOR TO COMPLY WITH PLANS AND SPECIFICATIONS

   1. The Contractor  shall provide for the Site all the labor,  supervision and
materials  hereinafter set forth in exact accordance with specifications  hereto
annexed or described herein and as shown on plans, drawings and details prepared
by the  Architect,  which plans,  drawings and details are to be returned to the
Owner  upon the  completion  of the work.  Such  additional  drawings  as may be
necessary to explain and detail the work will be furnished by the Owner, and are
to  be  conformed  to,  except  where   inconsistent  with  original  plans  and
specifications.  The plans,  drawings and details,  and the  specifications  are
intended to supplement one another,  and any work or materials shown,  mentioned
or  reasonably  implied in one and not in the others are to be  furnished by the
Contractor  without extra charge.  The  enumeration of particular  items in this
contract or in the specifications shall not be construed to exclude other items.
The intention of the documents is to include all labor, materials,  engineering,
equipment,  transportation,  tools, plant,  appliances,  appurtenances and other
facilities,  whether specified herein or not, necessary for the proper execution
and completion of the work.  Contractor  must refer any question  respecting the
specifications,  plans,  drawings  and details,  about which it is in doubt,  or
which seems to admit of a dual interpretation, to the Owner for its decision, by
which Contractor must abide.

DUTIES OF CONTRACTOR

    2.  The  Contractor   recognizes  the  relations  of  trust  and  confidence
established between it and the Owner by this contract.  The Contractor covenants
and  agrees  with the  Owner to  furnish  its best  skill  and  judgment  and to
cooperate  with the  Owner  and  Construction  Manager  in  forwarding  the best
interests of the Owner. The Owner and Construction  Manager shall have the right
to exercise  complete  supervision  and control  over the work to be done by the
Contractor,  but such  supervision  and  control  shall not in any way limit the
obligations of the Contractor.

SHOP DRAWING

    3. The  Contractor  shall,  at its own cost and  expense,  furnish the Owner
within a reasonable period from the date hereof,  all shop drawings,  schedules,
reports,  diagrams,  layouts,  setting  plans,  cuts,  explanations,   catalogue
references,  samples and other data regarded by the Owner as  necessary,  in the
number  required  by the Owner  for  submission  to the Owner for its  approval,
correction,  rejection or  disapproval.  The Owner's and/or the  Architect's and
Consultants'  approval  of such shop  drawings,  schedules,  reports,  diagrams,
layouts,  setting plans, cuts, explanations,  catalogue references,  samples and
other data shall not relieve the Contractor from  responsibility  for deviations
from the contract,  specifications  and/or drawings,  unless it has, in writing,
called the Owner's attention to such deviations, at the time of delivery of such
shop drawings,  schedules,  reports,  diagrams,  layouts,  setting plans,  cuts,
explanations,  catalogue  references,  samples and other data to the Owner,  nor
shall it relieve Contractor from responsibility for errors. The Contractor shall
make any corrections required by the Owner, file with the Owner corrected copies
and furnish such other copies as may be needed.  The  Contractor  shall make all
submissions  of  shop  drawings  directly  to the  Owner  for Its  approval.  No
submission  shall be made directly to the Architect,  unless  approved by Owner,
and if any  submission is so made, the approval or  modifications  authorized by
the Architect shall not be binding upon the Owner unless and until the Owner has
granted its approval  thereto.  The  Contractor  shall obtain shop drawings from
other  contractors  and  coordinate  its work to avoid  interference  with other
contractors  work.  The  Contractor  shall  furnish  its shop  drawings to other
contractors.

SPECIFICATIONS VARIED BY LAWS

    4.  The  Contractor  shall  furnish,  without  extra  charge,  all  work and
materials not mentioned or shown,  but  generally  included  under this class of
contract,  necessary for the proper  execution and  completion of the work,  and
also any work or materials of the kind herein contracted for required to conform
the  Building  to all  laws  and the  Rules  and  Regulations  of all  Municipal
Departments,  the Board of Fire  Underwriters and all other  authorities  having
jurisdiction.

MEASUREMENTS VARIED BY JOB CONDITIONS

   5. Dimensions on plans are to be followed [Remainder Intentionally Omitted]

OWNER TO INTERPET SPECIFICATIONS

   6. The Owner shall decide all questions which may arise as to the
   performance,  quantity, quality, acceptability,  fitness and rate of progress
   of the work or materials  furnished under this contract.  It shall decide all
   questions which may arise as to the  interpretation of the specifications and
   of drawings and as to their fulfillment on the part of the Contractor, and as
   to defects in the Contractor's work, The Owner,  whose  interpretation of and
   decision as to the meaning of the plans, drawings, details and specifications
   or any part thereof shall be final. All  interpretations  and decisions to be
   consistent with industry standard practices.


<PAGE>
INDEMNITY VIOLATION OF LAW

        7. (a) The  Contractor  agrees to perform  the work in a safe and proper
manner and so as to comply with all laws and ordinances  referring to such work,
and will indemnify and save the Indemnitees harmless (such Indemnity, as used in
this Article, to include the defense of all claims made against the Indemnitees)
against all  penalties  for  violation of same and any and all costs and damages
Incurred In connection  therewith.  Wherever used in this contract, an Indemnity
is referred to as being provided for the  indemnitees,  said indemnity  shall be
extended to their respective parent companies, corporations, and/or partnerships
and their owned,  controlled,  associated,  affiliated and subsidiary companies,
corporations  and/or  partnerships  and  the  respective  agents,   consultants,
principals, partners, servants, officers, stockholders,  directors and employees
of each.

         The general  administration  of the  construction  by the  Construction
Manager,  as agent of the Owner,  is for the sole  purpose of  representing  the
Owner's  interests,  in determining  that the work Is being  properly  executed.
While the Construction  Manager shall provide the Contractor with assistance and
direction In prosecuting  the work,  such action will not relieve the Contractor
from  any   responsibility  for  the  work,   Including,   but  not  limited  to
responsibility  for  construction  means,  methods,  techniques,   sequences  or
procedures or for safety  precautions  and programs in connection with the work.
In no event shall the Owner or Construction Manager be liable to the Contractor.
either in tort or otherwise, for any costs or damages, whether asserted directly
against the Owner or Construction  Manager or by the way of  indemnification  in
whole or part,  resulting from any act, direction,  supervision,  instruction or
coordination furnished to the Contractor by the Owner or Construction Manager or
the  failure  to  furnish  same,  which  directly  or  indirectly   affects  the
performance of the Contractor, unless the Contractor, before complying therewith
to its  damage,  or in the case of a failure to act,  within five (5) days after
such omission has occurred,  objects in writing to the  Construction  Manager to
said act or  omission  and  notifies  it in  writing  that same  will  result in
monetary  costs or  damages to the  Contractor.  Failure  by the  Contractor  to
furnish said notice of objection in writing as required herein shall  constitute
an  irrevocable  waiver  and  release  of all claims  for  damages  against  the
Construction Manager arising therefrom.

PROPERTY DAMAGE

         (b) The Contractor hereby assumes entire responsibility for any and all
damage  or  injury  of any  kind or  nature  to  property,  including  adjoining
property,  caused by or resulting from the execution of the work or occurring in
connection therewith,  and agrees to Indemnify and save harmless the Indemnitees
from and against all claims, liabilities,  damages, loss and expense incurred by
or imposed upon the Indemnitees  for damage or Injury to such property,  however
such damage or injury may be caused, whether such claims, liabilities,  damages,
loss or expense  arise  from or are caused  directly  or  indirectly  by (i) the
negligence  of the  Contractor  or any  subcontractor,  to him or the  agents or
employees of either of them, in the performance of work under this contract,  or
the use by the Contractor or 8ny his  subcontractor,  or the agents or employees
of  either  of them,  of any  materials,  tools,  hoists,  ladders,  implements,
appliances,  scaffolding ways, works,  machinery or other property,  or (ii) the
negligence of the  Indemnitees,  whether  attributable  to a breach of statutory
duty or  administration  regulation  or  otherwise  or (iii) injury or damage to
property for which  liability is imputed to the  Indemnitees;  or (iv) any other
manner;  provided,  however,  that the foregoing indemnity shall not extend to a
case where such damage or injury is caused by the sole  negligence of any of the
Indemnitees.  The Contractor  shall be solely  responsible for the safety of its
work  and  of all  equipment  and  materials  to be  used  therein  until  final
completion  and  acceptance  of the same and shall  promptly  at its own expense
repair any damage or Injury to same,  unless  such  damage or injury is cause by
the sole negligence of any of the Indemnitees.

PERSONAL INJURIES

           (c) The  Contractor  shall properly guard its work and areas affected
  by its work and  properly  perform  its work to prevent  any person or persons
  from being  injured by it or by the  condition of the Site or by the condition
  of any other place where work  incidental  to the project is being  performed,
  and shall in all respects comply with any and all provisions of the law and of
  local ordinances  relating to construction work,  including but not limited to
  maintenance  of  danger  signals,  barriers,  lights  and  similar  safeguards
  respecting  falling  materials  and in and about all  excavations,  protruding
  nails, hoists,  openings,  scaffolding,  stairways and other parts of the work
  and  adjacent  and other areas  where the same are  required.  The  Contractor
  agrees to indemnify  and save  harmless the  Indemnitees  from and against all
  liability,  damage, loss, claims, demands, actions and expenses, including but
  not limited to  attorney's  fees which arise or are claimed to arise out of or
  is connected with any accident or occurrence  which happens,  or is alleged to
  have  happened  in or about the  place  where  such  work is being  performed,
  whether at the Site or other place, (1) while the Contractor is performing the
  work, either directly, or indirectly through a subcontractor of the Contractor
  or materials or vendors  agreement,  or (2) while any of the  Contractor's  or
  said subcontractor's property, work in progress, equipment or personnel are in
  or about such place or the vicinity thereof by reason of or as a result of the
  performance  of the work,  including  without  limiting the  generality of the
  foregoing,  all  liability,  damages,  loss,  claims,  demands  and actions on
  account of personal  injury,  death or property  loss to any  Indemnitee,  any
  Indemnitee's  employees,   agents,   subcontractors  or  invitees,  any  other
  Contractor, its employees,


<PAGE>
agents,  subcontractors or invitees, or to any other persons, whether based upon
or  claimed  to be  based  upon,  statutory  (including,  without  limiting  the
generality of the foregoing, worker's compensation),  contractual, tort or other
liability of any  Indemnitee,  and whether or not caused or claimed to have been
caused  by  active  or  Inactive  negligence  or  other  breach  of  duty by any
Indemnitee, any lndemnrtee's employees, agents, subcontractors,  or invitees, or
any  other  person  as  long  as  the  Indemnitor  or its  subcontractor  or its
materialman or vendor was negligent in whole or in part.

         In the event that 100 per cent indemnity is prohibited by law under the
Paragraph  above,  then the extent of Indemnity  under said  paragraph  shall be
limited to the portion of the damages  (whether from personal  injury,  death dr
property  damage)  not  attributable  to the  percentage  of  negligence  of the
Indemnitee.

         It is further agreed that, if the Contractor  subcontracts or delegates
to ethers the work or any part thereof, said subcontractors and/or delegates and
their  agents,  servants  and/or  employees,  for  the  purpose  of  contractual
Indemnity only,  shall all be deemed servants and/or employees of the Contractor
so that any  negligence  on the part of the  subcontractors  or the delegates or
their agents,  servants  and/or  employees shall be deemed the negligence of the
Contractor for purposes of indemnity under this Article 7.

         It Is further agreed that, if the Contractor  subcontracts or delegates
to  others  the  work  or  any  part  thereof,  the  contractor  will  have  the
subcontractors  and/or  delegates agree to indemnify the Indemnitees in the same
manner as the  Contractor  has agreed to indemnify  the  Indemnitees  under this
Article 7 and shall  deliver a true copy of said  agreement to the  Construction
Manager.  In the absence of such  agreement or the delivery of same prior to the
subcontractors  or delegates  commencing their work, the Contractor will be held
liable to indemnify  the  Indemnitees  in the same manner and to the same extent
that the  subcontractors  and/or delegates would have been required to indemnify
the  Indemnitees if such agreement had been made.  Whether or not the Contractor
secures or delivers an  agreement  by the  subcontractors  and/or  delegates  to
indemnity the Indemnitees as provided herein, the Contractor's  independent duty
to Indemnify the Indemnitees pursuant to the terms of the contract, shall remain
in full force and effect.

         The  Contractor's  requirements of indemnity under this Article 7 shall
be read  cumulatively,  and no  paragraph  of  indemnity  shall be read so as to
restrict  in any way any other  paragraph  of  indemnity.  The  purpose of these
indemnity paragraphs is to give the Indemnitees that greatest right of indemnity
against the Contractor allowed by law.

DAMAGE INDEPENDENT CONTRACTORS

         (d) The  Contractor  agrees  to  Indemnify  and  hold  the  Indemnitees
harmless  by  reason  of  any  liens,  claims,   demands,   judgement  or  other
liabilities,  which  may be  asserted  against  the  Indemnitees  by  any  other
Independent contractor on the job, and which arise out of any act or omission of
the Contractor.

WITHOLDING OF PAYMENTS TO EFFECT INDEMNITY

           (e) In the  event of any such  liability,  loss,  expense,  damage or
  injury, or if any claim or demand for damages is made against the Indemnitees,
  the Owner may withhold from any payment due or thereafter to become due to the
  Contractor  under the terms of this  contract.  an  amount  sufficient  in its
  judgment to protect and  indemnify  Indemnitees  for any and all such  claims,
  liability,  expense,  loss, damage, or injury, or tne Owner, in its discretion
  may require the Contractor to furnish a surety bond satisfactory to the Owner,
  guaranteeing such protection,  which bond shall be furnished by the Contractor
  within five (5) days after written demand has been made therefore.

         (f) The indemnification obligation of the Contractor under this Article
7 shall not be  limited  in any way by any  limitation  on the amount or type of
damages,  compensation  or  benefit  payable  by or for  the  Contractor  or any
Subcontractor  under Workmen's  Compensation  Acts,  Disability  Benefit Acts or
other   employee   benefits   acts,   and  is  in  addition  to  any  rights  to
indemnification which. may exist at law.

INSURANCE

           8. Unless  otherwise  provided for by the attached  Insurance  Rider.
  prior to  commencement of any work under this contract,  and until  completion
  and  final  acceptance  of  the  Work,  the  Contractor  and  each  and  every
  subcontractor  shall, at its own expense,  maintain the following insurance on
  its own behalf and for the protection of the Owner,  Construction  Manager and
  all other indemnities named in this Contract:

           a.      Comprehensive General Liability
           b.      Worker's Compensation
           c.      Comprehensive Automobile Liability
           d.      All other insurance protection required by the Owner

  All of the  above  coverages  shall  comply  with  the  specific  requirements
  contained  in the  Insurance  Rider  hereby  attached  and made a part of this
  contract.


<PAGE>
 SIGNS

 9. Contractor  shall not place any signs,  billboards or posters on any portion
  of the Site,  Building,  the  property  or  fences  (temporary  or  permanent)
  surrounding the same, except upon prior written  permission  received from the
  Owner,  and then only of a size,  material,  color and type and at a  location
  approved by the Owner.

 TOOL SHEDS

 10. If so required by Owner,  the Contractor  shall, at its own cost,  provide,
  erect and maintain, at locations designated by the Owner, fireproof tool sheds
  for storing the Contractor's  tools,  materials and equipment.  The Contractor
  shall  relocate its tool sheds as  requested by the Owner at the  Contractor's
  own cost. The Owner or  Construction  Manager will not be responsible  for any
  clothing, tools, materials or equipment lost, damaged, stolen or destroyed.

 CONDITION OF PREMISES AND ADJACENT PROPERTY

 [INTENTIONALLY OMITTED]

 OWNER TO DEDCIDE IN EVENT OF CONFLICT


     12. Whenever the specifications  shall be at variance,  in conflict or with
any of the  provisions of this contract,  the Contractor  shall advise the Owner
and the  interpretation  and decision of the Owner shall be final and binding on
the Contractor.

 INSPECTION

 13. The Contractor shall provide sufficient,  proper and safe facilities at all
  times for the  inspection  of the work by Architect,  the Owner,  Construction
  Manager,   Mortgagees,  the  Municipal  and/or  State  inspectors,  and  their
  authorized representatives.  If any work is covered up without the approval of
  the Owner,  it must, if required by the Owner,  be uncovered for inspection at
  the Contractor's expense. The Contractor shall afford and provide at all times
  to  the   Architect,   the  Owner,   the   Construction   Manager   and  their
  representatives  satisfactory  evidence of the quality of  materials  used and
  complete  information  in  writing  as to  where  materials  to be used in the
  performance of this contract are being manufactured or assembled, and full and
  free  access to all shops  and  manufactories  for the  purpose  of  Informing
  themselves as to the general  condition  and progress of the materials  herein
  contracted  to be  used or  Installed.  The  Contractor  shall  instruct  such
  suppliers and  manufacturers to give full and accurate  information in writing
  directly  to the  Owner  on any  questions  concerning  quality,  performance,
  delivery status, and such other data as may be requested by the Owner.

 MATERIALS AND EQUIPMENT

 14. All  materials  and  equipment are to be new and of the best quality of the
  kind  specified  unless  material or equipment of Inferior  type Is distinctly
  specified,  and the  Contractor  shall,  if  required  by the  Owner,  furnish
  satisfactory evidence of the kind and quality of materials and equipment.  The
  Contractor shall, if required by the Owner, obtain the manufacturer's  written
  recommendation  that the material arid  equipment is designed and  appropriate
  for the use intended. Such materials and equipment shall not be subject to any
  conditional bill of sale, security  agreement,  financing  statement,  chattel
  mortgage,  or any other claim,  lien or  encumbrance.  Materials and equipment
  shall be promptly delivered and distributed where Owner may require or direct,
  as needed for the  uninterrupted  and speedy  progress and  completion  of the
  work, and so as not to encumber the Site  unreasonably.  The Contractor shall,
  if  required  by the Owner,  cause the  materials  (1) to be  manufactured  in
  advance, (2) to be warehoused either at the factory or elsewhere,  as directed
  by the Owner,  (3) to be delivered to the Site  promptly when so instructed by
  the Owner and (4) to be  relocated or removed from the Site at the cost of the
  Contractor.  Care must be exercised by the Contractor against  overloading any
  parts of floors,  roofs,  scaffolding and other  installations.  All materials
  delivered  at the Site which are to form a part of the work  herein  specified
  shall not be removed without the consent of the Owner, but the Contractor will
  have the right to and shall remove all its surplus material after completion.


<PAGE>
LABOR

         15. All work is to be done in the best manner and by persons skilled in
the type of work to be performed.  All labor employed under this contract shall,
at the option of the Owner, to the extent permitted by law, be union and/or that
recognized  by  and  in  harmony  with  the  local  Building  Trades  Employers'
Association and Contractor shall not employ any labor which may cause dissension
with other workers on the Site, by whomsoever  employed.  The  Contractor  shall
give  the  work  constant  attention  and  supervision   through  a  responsible
representative   or   superintendent,   and  any  necessary   assistants.   Such
representative  shall be  authorized  to act for the  Contractor  in all matters
relating  to the work,  and all  directions  given him shall be as binding as if
given to the Contractor.  The Contractor shall also keep a competent  foreman at
the Site while work is in  progress,  and enforce  strict  discipline  among its
employees,  including the Owner's regulations with regard to fires,  smoking and
other hazards.  The Owner is given the right to require the Contractor to remove
Immediately  any  employee  or agent  employed  at the Site whom the Owner deems
incompetent or a hinderance to the proper  progress of the work, and such person
shall not again be employed in the work without the prior consent of the Owner.

PROTECTION OF WORK AND EQUIPMENT

    16.  The  Contractor  during  the  construction  of its work and while it is
working on the Site in any capacity  whatever,  and until the completion' of the
project,  shall protect all  unfinished  work and all materials on the Site, all
adjacent property and all tools, plants,  equipment and other appliances for the
Contractor's  use or  Incidental  thereto for the  execution  of this  contract,
whether furnished by the Contractor or Owner,  from rain,  water.  frost and the
elements  and from all other  kinds of damage  which may be caused in any manner
whatsoever,  and the Contractor  shall be entirely  responsible  for any loss or
damage  done  to  said  work,  materials,  tools,  plant,  equipment  and  other
appliances in any manner  aforementioned,  excepting damage by fire to materials
incorporated into the work or delivered to the Site for  incorporation  into the
work,  even though the  particular  work damaged may be finished at the time and
the  Contractor  may be  working  in some  other  portion  of the Site,  and the
Contractor  hereby agrees that it will not hold the Indemnitees  responsible for
any such loss or damage, by whomsoever caused.

UNSOUND WORK OR MATERIALS

           17.The  Contractor,  upon  receiving  notice  from the Owner that the
Contractor  has  furnished  inferior,  improper  or  unsound  work or  materials
(including  equipment)  (whether  worked or  unworked),  or work or materials at
variance  with that which is specified,  will,  within  twenty-four  (24) hours,
proceed  to remove  such  work or  materials  and make  good all  other  work or
materials damaged thereby, and, at the option of the Owner, the Contractor shall
immediately  replace such work or materials with work or materials as specified.
The  removal,  replacement  and  repair  shall be  performed  on "off  hours" or
overtime with manpower  sufficient,  In the judgment of the Owner,  so as not to
interrupt  or  delay  the  Owner's  construction  schedule  and  so as to  avoid
disturbance  to  occupants  of  the  completed  Site  and/or  Building.  If  the
Contractor does not remove such unsound work within a reasonable time, the Owner
may remove it and may store the  material at the expense of the  Contractor.  If
the  Contractor  does not pay the expenses of such removal within ten (10) days'
time  thereafter,  the Owner may,  upon (10)  days'  written  notice,  sell such
materials at auction or at private  sale and shall  account for the net proceeds
thereof,  after deducting all the costs and expenses that should have been borne
by the  Contractor  and all  expenses  of the  sale.  The Owner  shall  have the
authority at all times,  until final  completion  and acceptance of the work, to
inspect  and  reject  work  and  materials  which  in its  judgment  are  not in
conformity with the drawings and  specifications,  and its decision in regard to
character and value of work shall be final and  conclusive  on both  contracting
parties.  If the Owner permits said work or materials to remain, the Owner shall
be allowed the  difference  in value or shall at its election  have the right to
have said work or materials  repaired or replaced,  as well as the damage caused
thereby, at the expense of the Contractor, at any time within one year after the
completion of the entire project. or within such longer period as may be covered
by any guaranty; and neither payments made to the Contractor, nor any other acts
of the Owner, shall be construed as evidence of acceptance,  waiver or estoppel.
Any expense  incurred by the Owner in connection  with the  foregoing,  shall be
borne by the Contractor,  and the Owner may withhold money due to the Contractor
or recover money already paid to the Contractor, to the extent of such expense.

FITTING OF THIS WORK WITH OTHER WORK

18. The  Contractor  will  furnish all labor,  implements,  tools,  scaffolding,
rigging,  hoisting  and other items  required to carry on its work,  In the most
approved and up-to-date manner; and shall do the necessary incidental cutting of
woodwork.  brick, stone, masonry, plaster, cement, iron, metal or other material
for the  installation  of its  work,  and  will do all  patching  in  connection
therewith;  but cutting is to be avoided where possible. The Contractor will, if
required by Owner,  do all  necessary  cutting,  fitting and patching of its own
work that may be required to make the several parts come together properly,  and
fit the work to receive or be received by work of other  contractors shown upon,
or reasonably implied by, the drawings and specifications.  The Contractor shall
not endanger any work by cutting,  digging or otherwise. In laying out its work,
Contractor shall also examine the work installed by others and the shop drawings
of the work to be installed by others prior to the beginning of the installation
of its own work. If the  Contractor  begins its work,  the starling of such work
shall be  conclusively  deemed to mean that it  accepts  all  preceding  work as
suitable and


<PAGE>
proper to receive its work,  unless it has  notified the Owner in writing to the
contrary before starting.  In the event of failure of the Contractor and another
contractor to agree as to the extent of  cooperation  to be exhibited or of work
to be done by either, to Insure the carrying out of their respective agreements,
such  disagreement  shall be resolved by the Owner whose decision shall be final
and binding upon all parties.

RUBBISH REMOVAL

19. The Contractor  shall at all times keep the Site free from  accumulation  of
waste  materials  or  rubbish  caused  by its  employees  or  work  and,  at the
completion of the work, it shall remove all its tools,  scaffolding  and surplus
materials and shall leave its work broom clean or its equivalent. The Contractor
shall daily, or less frequently as the Owner may require. collect its rubbish at
places  where  directed by the Owner and shall  remove the rubbish from the Site
without  unnecessary delay. The Contractor shall do all required cleaning within
twenty-four(24)  hours notice from the Owner,  whether verbal or in writing, and
if the Contractor  fails to do such cleaning to the  satisfaction  of the Owner,
the Owner may do the cleaning and charge the Contractor for all costs incurred.

COMPLIANCE WITH LAW

20. The Contractor shall procure and pay for all permits,  licenses,  approvals,
certificates and authorizations  necessary to the prosecution and completion its
work and deliver  evidence  of the same to the Owner.  All work shall be done in
strict accordance with all laws, ordinances, rules, regulations and requirements
of the  Board of  Underwriters  and all  Municipal,  State,  Federal  and  other
authorities having jurisdiction. Where drawings and specifications conflict with
the law,  the law is to be followed The  Contractor  shall  promptly  notify the
Owner, the respective  departments or official bodies when its work is ready for
inspection and shall,  at once, do all work required to remove any violations or
to comply with such  inspections,  without  additional  charge to the Owner. The
Contractor  shall  perform  all  work  necessary  to  obtain  approvals  of  the
authorities mentioned above without additional cost to the Owner.

LIENS

21. If at any time,  there shall be evidence of any lien or claim for which,  if
established,  the Owner might become liable,  or which should,  In any event, be
charged to the Contractor,  the Owner shall have the right to retain, out of any
payment due or thereafter  to become due, an amount  sufficient to indemnify the
Owner against such lien or claim,  including bond premiums and attorneys'  fees,
and to apply the same in such manner as Owner deems proper to secure  protection
and/or  satisfy such claim and liens.  Should there prove to be any such lien or
claim after all  payments are made to the  Contractor,  it shall repay the Owner
all sums  which  may be  compelled  to pay in  discharging  such  lien or claim,
including any and all legal fees or other charges.

PATENTS

22. The Contractor will not unlawfully use or install any patented article,  and
agrees to Indemnify and save the Indemnitees harmless from any claim and against
all  damage  which  the  Indemnitees  may  sustain  by  reason  of  the  use  or
installation of such patented article, and at its own cost and expense to defend
any  action,  whenever  Instituted,  brought  against the  Indemnitees  or their
respective successors or assigns,  founded upon the claim that any such article,
or any part thereof,  infringes any such patent.  In the event of any such claim
or damage,  the Owner may withhold  from any payment due or thereafter to become
due to the  Contractor,  an amount  sufficient  in its  judgment  to protect and
indemnify the Indemnitees for any such claim or damage, or the Owner may require
the Contractor to furnish a surety bond  satisfactory to the Owner providing for
such  protection and indemnity.  which bond shall be furnished by the Contractor
at its own cost and expense,  within five (5) days after written demand has been
made therefor. The Contractor shall pay all royalties,  fees and other claims in
connection  with patented  articles  which it uses under this  contract.  In the
event of any  injunction  or legal  action  serving to stop the work,  the Owner
shall have the  privilege of requiring the  Contractor to substitute  such other
articles of like kind as will make it possible to proceed  with and complete the
work,  and all  cost  and  expenses  occasioned  thereby  shall  be borne by the
Contractor.

ASSIGNMENT

23. (a) The interests,  rights,  powers,  duties and  liabilities of the parties
hereto shall be binding upon,  and shall enure to the benefit of, the respective
successors and assignees of the parties;  but the Contractor shall not assign or
transfer  its  interest in this  contract or assign or transfer any right it may
have under the same or the proceeds  payable  hereunder  or any part hereof,  or
subcontract  or  delegate  to others  the work or any part  thereof,  unless the
written consent  thereto of the Owner is first  procured,  and any assignment or
subcontract made in violation of this provision shall be null and void. Any such
subcontract  shall provide that it is subject to the provisions of this contract
and shall provide that the  Contractor  has all the rights and remedies  against
the subcontractor  that the Owner has against the Contractor under this contract
and  shall  expressly  incorporate  all such  provisions  as far as the same are
applicable  and no such  subcontract  shall be valid  without the consent of the
Owner endorsed thereon. The Contractor agrees that it is as fully responsible to
the Owner for the acts and omissions of its subcontractors and of persons either
directly or indirectly  employed by them, as it is for the acts and omissions of
persons directly employed by it. Nothing contained in this contract shall


<PAGE>
create any contractual  relationship between any subcontractor and the Owner, or
create any  obligation  on the part of the Owner to pay or to see to the payment
of any sum to any subcontractor.  The Owner may, without limitation, assign this
contract,  or any portions thereof,  or any rights arising hereunder,  including
any guaranties or warranties of workmanship or material.

CHANGE OF STATUS

           (b)In the event that the project  should be  abandoned  by the Owner,
the Owner  shall have the right,  at any time,  to send a written  notice to the
Contractor,  terminating this contract,  in which event, the Owner shall pay the
Contractor for all work actually  provided up to the date of the sending of such
notice and shall  reimburse the Contractor  for all costs and expenses  actually
expended and Incurred (amounts  "incurred" to be limited as though  Contractor's
suppliers and  subcontractors  had received a similar notice and were bound by a
similar provision in their agreements) up to said date which are not cancellable
or recoverable  by the  Contractor,  arid the  Contractor  shall not receive any
markup for  overhead and profit  except to the extent of a reasonable  markup on
said amount so paid and  reimbursed  and the  parties  hereto  shall,  except as
otherwise  provided  hereinabove,   be  released  of  all  future  liability  or
obligations under this contract.

TIME OF ESSENCE

           24.The  Contractor shall commence and complete work and deliveries of
material at the times hereinafter mentioned or as soon thereafter as required by
the Owner or as extended by other  provisions of this contract.  Where the dates
for the  commencement  or completion of work on the making of deliveries are not
specified after the time fixed for such commencement, such work or deliveries or
the part of the same  concerning  which no dates  are given  shall be  commenced
[INTENTIONALLY  OMITTED]  as soon as  practical  and  shall  be  prosecuted  and
completed with all possible  diligence and speed or as otherwise directed by the
Owner.  The time stated in this contract for the  commencement,  prosecution and
completion of this work and the deliveries and installation of material shall be
deemed of the essence of this contract.

CCOPERATION WITH OTHER CONTRACTORS

           25.The  Contractor must keep itself informed of the conditions at the
Site, so as not to delay the 'delivery of materials or the  installation  of the
work called for In this  contract.  It is expressly  agreed that the  Contractor
must  cooperate  with and extend every  possible  facility to other  contractors
employed  at  the  Site.  and  must  afford  all  other  contractors  reasonable
opportunity for the Introduction and storage of their materials and execution of
their work. The Contractor recognizes that efficient construction of the project
requires that all the work thereon be coordinated and therefore agrees to accept
the  determination of the Owner as to the time when work of the Contractor shall
begin and the manner in which it shall  progress in  connection  with other work
involved iii the said construction.  It further agrees that the direction of the
Owner with respect thereto shall be complied with fully and promptly.

DELAYS IN GENERAL

           26.(a)  Should  the  Contractor  be  delayed  by fault of the  Owner,
Construction Manager,  Architect or any other contractor, or by abnormal weather
conditions, then the time fixed for the completion of the work shall be extended
for a period equivalent to the time so lost. The Owner,  Construction Manager or
Architect shall not be held  responsible for any loss or damage sustained by the
Contractor through delay caused by the [INTENTIONALLY  OMITTED] abnormal weather
conditions,  or by any other cause beyond the control of the Owner, Construction
Manager or Architect.

STRIKES

(b) Should the Contractor be delayed by general  strikes or lockouts  throughout
the trade,  then time for the  completion  of the work shall be  extended  for a
period equivalent to the time lost, or the Owner shall, at its option,  have the
right to terminate  this contract and to employ other  contractors to finish the
work and provide the materials therefor,  and to pay the Contractor pro rata for
materials and work already supplied, or this contract price, reduced by the cost
to the  Owner of  completing  the  work  for  which  provision  Is made  herein,
whichever is less.

NOTICE TO OWNER

(c) None of the  foregoing  causes of delay  shall be deemed a valid  excuse for
failure  to start,  perform  or  complete  the work or  deliveries  at the times
specified,  unless  the  Contractor  has  notified  the Owner in  writing of the
alleged  cause of delay  within  forty-eight  (48) hours after the  commencement
knowledge thereof.

ADDITIONAL LABOR

             (d)  Should  the  Contractor  fail,  refuse or  neglect to supply a
sufficiency  of workmen or to deliver the materials  with such  promptness as to
prevent the delay in the progress of the work, or fail in any respect diligently
to  commence  and  prosecute  the work and  proceed  to the  point to which  the
Contractor  should have proceeded  hereunder,  or if the different parts thereof
are not  commenced,  prosecuted,  finished,  delivered  or  installed on time as
herein  specified or if the Contractor  shall fail In the  performance of any of
the  covenants  of this  contract,  the Owner shall have the right to direct the
Contractor,  upon three (3) days' written notice,  at the Contractor's  cost and
expense to furnish such additional labor and to expedite deliveries of materials
(or the Owner may furnish such labor and expedite such deliveries at the cost to
the Contractor),  which labor or expediting  shall, in the Owner's  opinion,  be
sufficient to speed up and complete the work as herein provided.


<PAGE>
OVERTIME

           (e)If such additional  labor shall not be available,  the Owner shall
have the right to direct the  Contractor,  at the latter's own cost and expense,
to work  overtime  to such an  extent  as  will be  sufficient,  in the  Owner's
opinion, to speed up and complete the work as herein provided.

REMEDIES OF OWNER

(f) The Contractor  agrees that if it delays the speedy  progress of the work so
as to cause loss or damage to the Owner or to other  contractors,  then it shall
reimburse the Owner and such other contractors for such loss. In addition to the
foregoing,  the Owner shall have the right, after three (3) days' written notice
to the Contractor,  to provide any such labor,  additional labor, overtime labor
and  materials  and to  deduct  the cost  thereof  from any  moneys  then due or
thereafter to become due to the Contractor.  Permission by the Owner for delayed
finishing  shall  not be  construed  as a  waiver  of the  Owner's  right  to be
compensated by the Contractor for damage resulting from such delay.


TERMINATION BY OWNER

           (g)If the  Contractor  shall fail to comply with any of the provision
of this contract on its part to be  performed,  the Owner shall have right after
three (3) days' written notice to the Contractor, to terminate this contract and
the  employment  of the  Contractor,  to  take  possession  of the  Contractor's
materials,  tools,  plant,  equipment and appliances  used or to be used for the
construction,  whether  on or off the Site,  (and for that  purpose to enter the
premises  of the  Contractor)  and to  cause  the  entire  remaining  work to be
finished and the  materials  therefor to be furnished by another  contractor  or
contractors or by day's work, as the Owner deems fit; and the  Contractor  shall
not be entitled  to any further  payment  until all the work  specified  in this
contract  shall be finished,  at which time, if the unpaid balance of the amount
to be paid under this contract shall exceed the expense incurred by the Owner in
finishing the work,  including  overhead,  attorneys'  fees and damage  incurred
through  the  default  of the  Contractor,  such  excess  shall  be  paid to the
Contractor, but if such expense shall exceed such unpaid balance, the Contractor
shall pay the difference to the Owner.  After the work has been  completed,  the
Contractor may remove such materials,  tools, plant, equipment and appliances as
remain,  but neither the Owner nor the Construction  Manager shall be liable for
anything  that has been lost,  stolen,  destroyed,  worn or used.  In  addition,
without  terminating this contract,  the Owner may, under the  circumstances set
forth above,  terminate the  Contractor's  right to proceed with any part of the
work or with the furnishing of any part of the labor and/or materials.

PERFORMANCE BOND AND PAYMENT BOND

           27. The  Contractor,  within five (5) days after  notice by the Owner
given at any time prior to the completion of the work, shall at its own cost and
expense,  furnish to the Owner  performance and payment bonds Issued by a surety
company  satisfactory  to the  Owner,  and in form  satisfactory  to the  Owner,
guaranteeing the due and prompt performance of all of the terms of this contract
on the part of the  Contractor  to be performed,  and the prompt  payment of all
amounts to be paid by the Contractor for labor and materials.  In the event that
the Contractor fails to furnish the bonds as aforesaid, the Owner shall have the
option of declaring the Contractor to be in default and of exercising any or all
of the rights set forth in this  contract.  Bonds  shall be written at  standard
rates of surety  companies  authorized  to do business in the State in which the
Site is located and may, at the Owner's option,  be placed directly by the Owner
at the Contractor's cost and expense.

BANKRUPTCY

           28. If, prior to the  commencement  of this contract,  the Contractor
shall be adjudged a bankrupt or becomes insolvent,  or if any petition under the
Bankruptcy Act of the United States is filed by or against the Contractor, or if
it should make an assignment  for the benefit of creditors,  or if a receiver of
the  Contractor's  property  should be  appointed,  or if any  judgment is taken
against the  Contractor and execution is issued  thereon,  or if the property of
the Contractor  passes into the hands of any legal  representative,  then and in
any of those events,  the Owner may, at its option,  terminate this contract and
the employment of the Contractor,  with the same rights and privileges set forth
in Article 26.

ACCELERATION OF PERFORMANCE

           29. If the Owner shall desire the Work of the Contractor hereunder to
be performed  with greater speed than is herein  contracted  for, the Contractor
shall,  without  affecting or abridging the rights of the Owner set forth in any
Article hereof,  upon receipt of a written order from the Owner, employ overtime
Work as so ordered.  Direct cost of the premium  time for all labor  utilized by
the  Contractor  In such  overtime  work as shown on the time slips  checked and
approved  each  day by the  Construction  Manager  shall be paid by Owner to the
Contractor, but no overhead,  supervision costs, commission or other costs shall
be charged thereon.

NO WAIVER

30.  The  failure  of the Owner to insist  in any one or more  instances  upon a
strict compliance with any provision of this contract, or to exercise any option
herein  conferred,  shall not be construed as a waiver or  relinquishment of the
right of the Owner  thereafter  to require a compliance  with such  provision of
this contract. or a waiver of the right of the Owner thereafter to exercise such
option, but such provision or option will remain in full force and effect.


<PAGE>
GUARANTY

31. The Contractor hereby agrees to repair and make good any damage,  defects or
fault in the  premises  that may appear  within one year  after  completion,  or
within such longer period as may be provided In the specifications,  guaranty or
other  writing,  as the  result of  imperfect  or  defective  work or  materials
furnished by the Contractor (even if such defects or imperfections be latent) or
work or materials at variance with what is specified. All materials furnished or
installed  (except where otherwise  expressly  specified)  shall be subject to a
guaranty of one year from the date of (a) completion of the entire project,  (b)
the making of final payment by the Owner to the Contractor,  (c) the issuance of
a  final  Certificate  of  Occupancy,  or (d) the  discontinuance  of the use of
permanently  Installed work for temporary  construction  purposes,  whichever is
latest.  Contractor  hereby  agrees to make any and all repairs which may become
necessary,  during the guaranty period, on account of faulty materials furnished
or faulty workmanship performed, and the guaranty period [INTENTIONALLY OMITTED]
in a prompt and expeditious  manner or reasonable period from receipt of written
notice,  without  cost  to and to the  satisfaction  of the  Owner.  All  rights
acquired by the Owner through  guaranties by the  Contractor  shall enure to the
benefit of the Owner, its successors and assigns.  In addition to the foregoing,
any equipment warranties secured by the Contractor, including those in excess of
one (1) year,  and any bond or guaranty which may be required under the plans or
specifications, shall also enure to the benefit of the Owner, its successors and
assigns.

PAYROLL AND SALES TAXES

32. The Contractor hereby accepts  exclusive  liability and shall hold the Owner
and Construction  Manager harmless for the payment of contributions  pursuant to
any Unemployment Insurance Law, Old Age Retirement Benefits Law and any other or
similar Social Security Law or Payroll or Income Tax now or hereafter enacted by
any City,  State or Federal  Government or any subdivision of either,  levied or
based upon the payroll of the Contractor for employees  partly or wholly engaged
in the work  covered by this  contract.  The  Contractor  agrees to furnish  all
necessary  information  to  enable  the  Owner  to  comply  fully  with  all the
requirements  of such laws. All sales and use taxes are included in the contract
price and are to be paid by the Contractor.  In the event that any law is or has
been  passed.  or any rule or  regulation  pursuant  thereof is  enacted,  which
requires the Owner to pay, either directly or indirectly, the amount of any such
tax, or should any such law, rule or regulation  direct the Owner to collect the
same,  or make the Owner liable for the  collection  thereof,  or make the Owner
responsible  therefor,  it is covenanted  and agreed that the  Contractor  shall
fully and completely make all payments therefor,  and shall fully and completely
Indemnify and save the Owner harmless from any and all such taxes. It is further
agreed  that the Owner  shall have the right to deduct the amount of any and all
such  taxes  from the  contract  price at any time the  Owner  may,  in its sole
discretion,  deem it  advisable,  to the end  that  the  Owner  may not be under
liability  therefor  whatsoever,  it being  agreed that the Owner shall have the
right to deduct any and all such  moneys from the next  payments  due under this
contract  and from the  retained  percentages.  If any  Sales Tax  provides  any
exemption from tax for capital improvements,  Owner agrees to provide Contractor
with the necessary  certification  and Contractor  agrees not to charge tax with
respect to the  furnishing of labor and/or  materials as long as said  exemption
provision is in effect.

HOISTING AND FACILITIES

33.  The  Contractor  shall  provide  for  hoisting  all  tools,  materials  and
equipment.  The Contractor  shall, at its own expense,  install and maintain all
necessary  meter  equipment and wiring from the temporary  street service to its
various  items of  equipment.  The Owner  shall  have the right to  utilize  the
Contractor's wiring at no additional cost and the Contractor shall return to the
Site when so  directed  by the Owner to remove  all such  temporary  wiring  and
equipment.  Should the Owner direct that the Contractor  use a meter,  servicing
more  than one  contractor  and/or  the  Owner,  the  Contractor  shall  pay its
proportionate part of all charges.  Such proportions shall be fixed by the Owner
and the apportionment shall be binding upon the Contractor.

PRICE NOT ADJUSTED FOR RISING COSTS

34. The Owner  agrees to pay the sum herein set forth in current  funds for such
work and  materials,  and in the manner and at the times herein set forth.  Said
sum is intended  to Include  all  increases  in cost,  foreseen  or  unforeseen,
including,  without limiting the generality of the foregoing,  taxes,  labor and
materials,  all of which is to be borne  solely by the  Contractor.  All loss or
damage  arising  from any of the work  performed  under  this  contract  through
unforseen  or  unusual  obstructions,   difficulties  or  delays  which  may  be
encountered  in the  prosecution  of same or through the action of the  elements
shall be borne by the  Contractor.  It is  mutually  agreed  between the parties
hereto that no payment made under this contract, shall be conclusive evidence of
the  performance  of this  contract,  either wholly or In part,  nor shall it be
construed to be an  acceptance  of defective  work or improper  material,  or an
approval of any of the items in any requisition made or bill rendered. All bills
or requests for payments must be presented in writing.

SCHEDULE OF VALUES

35. (a) Prior to the  commencement of work hereunder,  Contractor  shall prepare
and submit to Owner, for Owner's approval,  a "Schedule of Values"  furnishing a
complete,  detailed and itemized breakdown of the various divisions of the work,
including values for materials and labor. The total of this cost breakdown shall
be equal to the Contract Price.




<PAGE>
PROGRESS PAYMENTS

 (b) On or  before  the 26th day of each  calendar  month the  Contractor  shall
forward to the Owner, for its approval,  a written  statement showing the amount
due or to become due and  including  the last day of that  calendar  month.  The
Contractor shall attach to each such application for payment, an acknowledgement
or payment to the date of the last  advance,  as well as a statement of any back
charges and credits to which the Owner is  entitled,  a sworn  statement  of any
claim for  charges or extras due to the  Contractor,  such claim not to be valid
unless made at the time and in the manner  aforesaid,  a sworn statement setting
forth  all  amounts,  if  any,  owed by  Contractor  to its  subcontractors  and
suppliers,  and a Schedule  of Values  showing  the  percentages  of the various
divisions of work  completed,  including  values for  materials  and labor.  All
requisitions  shall be made on and in compliance  with Owner's  standard form of
Contractor's  requisition  and shall be subject to the terms thereof,  Including
the submission of sworn statements from Contractor's subcontractors and vendors.
The Owner. on or about the final day of each calendar month,  shall remit to the
Contractor 90% of the amount so  requisitioned by the Contractor and as approved
by the Owner.  In addition to the said  retainage  of 10%,  the Owner shall also
retain a sum sufficient in its opinion,  to complete the work in accordance with
the terms of this contract.  Moreover,  in each instance of requisition prior to
completion,  the Contractor shall certify to the Owner that the cost of the work
remaining to be done under this  contract  does not exceed 90% of the balance of
the  contract  price  unpaid.  In no event will the Owner be  required to pay in
excess of 90% of the contract  price prior to the completion of all the work the
Contractor is obligated to perform under this contract.

WITHOLDING OWNER

 (c) The Owner may withhold  payment to the  Contractor on account of (i) BY the
failure  of the  Contractor  to  comply  fully  with  any  requirements  of this
contract,   Including  the  failure  of  the  Contractor  to  make  payments  to
subcontractors  or for material or labor.  (2) the failure of the  Contractor to
prevent the filing of liens or claims to avoid the reasonable probability of the
filing of liens or claims against the Owner, the project or the Contractor,  and
(3)  damage to  another  contractor  by reason of acts or  failure to act of the
Contractor.

FINAL PAYMENT

 (d) The balance owing to the Contractor  under the terms of this contract shall
be due and payable within sixty (60) days after

     (1) the completion of all work in this contract, Including patching and the
furnishing of missing material,

     (2) acceptance thereof by the Owner, and

     (3)  receipt  by the Owner of (A) all  Contractor's  "as  built"  drawings,
records and related data;  (B) all  guaranties and warranties to which the Owner
is entitled hereunder; (C) all permits,  licenses,  approvals,  certificates and
'authorizations  required by any authority  having  jurisdiction;  (D) a general
release from the Contractor on the Owner's  standard form in favor of the Owner,
Construction  Manager and Owner's sureties,  if any; and (E) satisfactory  proof
that all  claims,  including  taxes,  growing  out of tile work to be  performed
hereunder  and any liens  growing out of the same which shall have been filed or
recorded, have been released.

TRUST FUNDS

36.      Any and all funds payable to the Contractor hereunder are hereby
declared to constitute trust funds in the hands of the Contractor, to be applied
first  to the  payment  of  claims  of  subcontractors,  architects,  engineers,
surveyors, laborers and materialmen arising out of the described work, to claims
for  utilities  furnished and taxes  imposed,  and to the payment of premiums on
surety bonds and other bonds filed and premiums on insurance accruing during the
construction  of the described  work,  before  application to any other purpose.
Whenever  required by the Owner,  it shall be the duty of the Contractor to file
with  the  Owner a  verified  statement,  in  form  satisfactory  to the  Owner,
certifying  the  amounts  then due and owing from the  Contractor  for labor and
materials  furnished under the terms of this contract,  setting forth herein the
names of the persons  whose  charges or claims for labor,  materials or supplies
are unpaid, and the amount due each respectively.

CHANGES AND EXTRAS

37. The Owner, without invalidating this contract.  may order extra work or make
changes by altering, adding to or deducting from the work, the Contract Price to
be adjusted  accordingly.  The Contractor shall not make any alterations or omit
anything,  or perform additional or extra work, except upon written order signed
by the Owner.  The Owner shall at any time have the right to order extra work to
be performed on (a) Lump Sum Proposal, (b) Unit Prices, or (c) Time and Material
Basis. No request for payment for extra work will be honored unless  accompanied
by such written  order.  All such work shall be executed under the provisions of
this  Contract.  The Owner's  choice of the manner in which the extra work is to
proceed is described as follows:

     (A)  Lump Sum Proposal
       The  Contractor  will  within ten (10) days after  receipt of the Owner's
     communication submit his Lump Sum Proposal.  This Proposal will be itemized
     and  segregated  by labor and  material for the various  components  of the
     work. No aggregate  labor total will be  acceptable.  The  Contractor  will
     furnish with his Proposal


<PAGE>
supporting data consisting of Subcontractor's and vendor's signed proposals. The
Contractor will be allowed 15% for overhead and profit on labor performed by his
own forces and material purchases.  Subcontractors,  likewise, will be permitted
an allowance of 15% for  overhead and profit on their own work.  The  Contractor
will be further allowed a 6% commission on all of his  subcontractor's  work, 6%
overhead and profit will be allowed on  equipment  rented by the  Contractor  or
subcontractor.  The  Contractor  may  include in his labor  proposal  only those
workmen and foremen  directly  involved in the work.  All other  supervision  is
included in the 15% overhead and profit allowed.  Contractor will be entitled to
payment for labor,  union fringe benefits,  insurance.  unemployment  insurance,
soda security and taxes paid on labor.  No overhead or profit will be allowed on
social  security,  unemployment  insurance or other  insurances or premium time.
Contractor's  material  costs  wilt  include  invoiced  costs,   transportation,
applicable sales or use taxes, actual rental costs or discounted local published
rental rates. Use o~ small tools is included in the  Contractors's  overhead and
profit.  Overhead  and  profit  as  outlined  above  includes  all  other  costs
whatsoever  beyond those  enumerated.  if any of the extra work  included in the
Lump Sum Proposal is covered by Contract Unit Prices, the Owner may elect to use
these unit prices  within the Lump Sum  Proposal.  No overhead and profit may be
applied to these unit  prices.  The entire  value of the change  will be the net
difference of the work to which will be applied overhead and profit percentages.

(B)      Unit Prices:
The  Contractor  will submit  within ten (10) days after  receipt of the Owner's
communication his written proposal itemizing the quantities of each item of work
for which there is an  applicable  Unit Price  contained  in the  Contract.  The
quantities must be itemized in relation to each specific contract drawing.  Unit
prices will be applied to net differences of quantities of the same item.

(C) Time and Material:
Should the Owner elect to have any extra work  performed on a time-and  material
basis  in  lieu  of Lump  Sum  Proposal  or Unit  Prices,  and so  notifies  the
Contractor  in writing,  the  Contractor  shall perform such work at actual cost
(without  any  charge  for  administration,  clerical  expense,  supervision  or
superintendence of any nature whatever,  including foremen,  or the cost, use or
rental of tools or plant)  plus 15 percent  for  overhead  and  profit.  To this
figure the  Contractor  may add  Unemployment  Insurance and Old Age  Retirement
Benefits  taxes paid on labor  required  for the extra work.  Moreover,  if tile
Contractor  procures  the  performance  of  extra  work by  others  than its own
employees,  the Contractor shall not be entitled to greater payment than that to
which it would  have been  entitled  if it had  itself  furnished  the labor and
materials  required  in  connection  with the work to be  performed  under  this
provision.  The  Contractor  will  submit to the Owner  daily time and  material
tickets.  These tickets will include the identification  number assigned to this
work,  the location and  description of the work,  the  classification  of labor
employed  including  workmens' names and social security  numbers,  the material
used, the equipment rented (not tools) and any other information  ordered by the
Owner.

Where any such  additional  work is ordered as  provided In this  Contract,  the
Contractor  shall,  for such purposes,  permit the Owner to audit its books. The
Contractor  shall  produce  any and all data which the Owner may request for the
purpose of determining the correctness of the changes. The Contractor shall keep
such full and detailed  accounts as may be  necessary to reflect its  operations
with respect to such changes and extras, and the system adopted shall be such as
is satisfactory to the Owner. The Owner,  Construction Manager, their agents and
employees, shall be afforded access at all reasonable times to the Contractor's,
Subcontractor's  and Vendor's  books,  correspondence,  instructions,  receipts,
vouchers.  memoranda  and records of all kinds,  relating to all work under this
Contract  as  well as to such  changes  and  extras,  and the  Contractor  shall
preserve the same for a period of six years after final  payment  hereunder.  In
regard to the foregoing and  generally,  the  Contractor  hereby  authorizes the
Owner and Construction Manager to check directly with its suppliers of labor and
materials the charges for such labor, materials and other items appearing in the
Contractor's  bills  rendered to the Owner,  to confirm  balances due and obtain
sworn statements and waivers of lien.

In the  case  of  disagreement  as to the  amount  to be paid  or  credited  the
Contractor  shall  promptly  comply with the order and payment to  Contractor or
credit  to the  Owner  shall be made in  accordance  with the  contract  payment
provisions up to the reasonable  estimated  value of the change as determined by
Owner.

Unless  and until the Owner  shall  elect  either  the lump sum,  the unit price
method or time and  material,  the  Contractor  shall  maintain and submit daily
records  of labor,  material  and  equipment  used in the work  which  have been
acknowledged   thereon  daily  by  the  Construction   Manager.  In  any  event,
Construction  Manager  shall have the right to order such changes in the work to
proceed  promptly  prior to the submission of any proposal  and/or  Construction
Manager's election.


<PAGE>
Any work  included in this contract  shall be performed by the  Contractor at no
extra cost to the Owner despite any order from the Owner to the Contractor which
might contemplate such work as an extra.

NO DELAY BY CONTRACTOR

38. Notwithstanding the fact that a dispute,  controversy or question shall have
arisen in the  interpretation  of any provision of this contract the performance
of any work,  the  delivery  of any  material,  the payment of any moneys to the
Contractor,  or otherwise,  the  Contractor  agrees that it will not directly or
indirectly stop or delay any work or part of its work on its part required to be
performed or stop or delay the delivery of any materials on its part required to
be furnished hereunder, pending the determination of such dispute or controversy
in a timely manner.

SCHEDULING

39. The scheduling of construction  operations for the project will be monitored
by a method to be chosen by the Owner. The Contractor,  and its  subcontractors,
if required,  shall furnish all scheduling information requested by the Owner at
such time and In such form and detail as requested for its particular trade.

Such  information  shall be  furnished  within 2 weeks of the  request and shall
further be revised  from time to time when  requested  either prior to and/or at
any time during performance of its work.

Information submitted by the Contractor or others, acceptance or approval by the
Owner and the scheduling  that may be developed and  Implemented by the Owner or
Construction  Manager shall not  constitute the basis of any claim by Contractor
or  its   subcontractors  for  damage  or  delay  nor  excuse  the  Contractor's
performance as required herein.

BILLS AND NOTICES

40. A bill,  statement,  notice or communication which one of the parties hereto
desires to serve upon the other shall be deemed  sufficiently given and rendered
if sent by registered or certified mail, return receipt requested,  addressed to
the other party at the address set forth  herein.  The time of the  rendition of
such bill,  statement,  notice or  communication  shall be deemed to be the time
when the same was mailed  and each day's  notice  shall be  construed  to mean a
period of twenty-four (24) hours from the time of mailing.

RIGHTS AND REMEDIES

           41. All Rights and  Remedies  of Owner under this  Contract  shall be
cumulative  and shall be In addition to all other  Rights and  Remedies of Owner
provided by law.

NO ORAL MODIFICATION

42. This contract  constitutes  the entire  agreement  between the parties.  The
Contractor  affirms  and  agrees  and  represents  and  warrants  that  only the
statements,  representations  and promises expressly  contained In this Contract
have been relied upon by him and have  induced him to enter into this  Contract.
No  provision  of this  contract  shall be changed or  modified,  nor shall this
Contract be discharged,  in whole or in part,  except by an agreement in writing
signed by the party  against  whom the  change,  modification  or  discharge  is
claimed or sought to be enforced,  nor shall any waiver of any of the conditions
or  provisions of this contract or of any of the rights of either of the parties
hereunder  be  effective  or binding  unless such waiver shall be in writing and
signed by the party claimed to have given,  consented to or suffered the waiver.
In the eve rit any written  change or  modification  is made as  aforesaid,  the
Owner's  rights and remedies under this contract and under any bond given to the
Owner, in accordance with the requirements of this Contract,  shall in no way be
prejudiced or impaired, and the bond shall apply and be in full force and effect
with respect to this contract as so changed and modified.

SAVING CLAUSE

43. If any of the  provisions  hereof shall  contravene  or be invalid under the
laws of the  jurisdiction  where it Is to be performed,  such  contravention  or
invalidity  shall not  invalidate  the  whole  contract  or any other  provision
thereof,  but  this  contract  shall  be  construed  as if  not  containing  the
provisions  held to be invalid,  and the rights and  obligations  of the parties
shall be enforced accordingly.

EQUAL OPPORTUNITY CLAUSE

44. In connection with the execution of this contract,  the Contractor shall not
discriminate  against any employee or applicant for employment  because of race,
color,  religion,  sex or national origin.  Contractor shall use best efforts to
hire both minority and female employees whenever qualified individuals apply for
employment.  The  Contractor  shall  take  affirmative  action  to  ensure  that
applicants are employed,  and that employees are treated during their employment
without regard to their race,  color,  religion,  sex or national  origin.  Such
action  shall  include,  but  not  be  limited  to  the  following:  employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;  layoff
or termination;  rates of pay or other forms of compensation;  and selection for
training,  including  apprenticeship.  In conjunction  with this provision,  the
Contractor shall conduct its business In accordance with all federal,  state and
local laws  and/or  ordinances  pertaining  to programs  concerning  affirmative
action and equal opportunity.

EXCULPATION OF PARTNERS

45. No general or limited  partner or shareholder of the Owner or other Owner or
other holder of any equity interest in the Owner shall be personally liable


<PAGE>
to this agreement or other holder of any equity interest In any such party shall
be personally  liable for the performance of any such party's  obligations under
this  agreement.  The  liability  of Owner for  Owner's  obligations  under this
agreement  shall  be  limited  to  Owner's  interest  in the  Property,  and the
Contractor  shall not look to any of  Owner's  other  assets  seeking  either to
enforce  Owner's  obligations  under this agreement or to satisfy a judgment for
Owner's failure to perform such obligations.  The Contractor will not enter into
any  agreements  with third  parties  without the  inclusion of any  exculpatory
clause similar to that set forth herein, limiting Owner's obligations to Owner's
obligations to Owner's interest in tile property.

MARGINAL NOTES

46.  Marginal  notes  used in this  contract  are  inserted  only as a matter of
convenience and for reference,  and they in no way define, limit or describe the
scope or intent of this contract, nor do they in any way affect this contract.

OWNER BENIFICIAL OCCUPANCY

47. If, before final  acceptance  the Owner desires to occupy the project or any
part  thereof  which is  completed  or partly  completed,  or to place or intall
therein certain equipment and furnishings;  the Owner shall have the right to do
so and the Contractor shall in no way interfere with or object to such occupancy
by the Owner.

AFFIRMATIVE ACTION

48. The  Construction  Manager has a long standing  practice of encouraging  the
participation  of Minority and Women owned firms in its business  opportunities.
Accordingly,  the  contractor  shall make every good faith effort to subcontract
with  minority  and women owned firms in the  performance  under this  contract.
Additionally,  the  Construction  Manager  is an  Equal  Employment  Opportunity
Employer and will expect all the  contractors to secure  Minorities and Women in
the workforce to the maximum extent possible.  This policy shall be supplemented
by such  specific  goals and  obligations  imposed by  governmental  authorities
and/or as otherwise specified in the Contract documents.

LABOR AND MATERIALS TO BE FURNISHED BY CONTRACTOR

All  labor,  materials,   equipment,  tools,  appliances,   services,  delivery,
hoisting,  scaffolding,  permits,  testing.  engineering.  layout,  supervision,
coordination and all other operations  required for the complete  performance of
all specified and related work stated  herein,  in accordance  with the Contract
Drawings,  Specifications,   Riders  and  other  Contract  Documents  listed  or
referenced herein, all of which become part of this Contract.

CONTRACT PRICE

This Contractor shall perform all work set forth herein for the contract price
of THREE MILUON NINE HUNDRED AND SEVEN  THOUSAND  SEVEN  HUNDRED  FIFTY  DOLLARS
($3,907,750.00) including all applicable taxes, overhead and profit.

CONTRACT DOCUMENTS

Rider "A", General  Addendum,  dated May23, 1996 Rider "B", List of Drawings and
Specifications,  dated May 9, i996 Rider "C", Alternates and Unit Prices,  dated
March 25,1996 Rider "D",  Industrial and  Commercial  Incentive  Program,  dated
March 20,1996 Insurance Rider - dated December 5,1995

TIME OF PERFORMANCE

This  Contractor  represents  that he has  sufficient  manpower,  equipment  and
materials  available  to expedite all phases of his work  schedule.  Work in any
area shall  commence upon 48 hours notice from the  Construction  Manager.  Work
shall proceed in sequence and direction as required by the Construction  Manager
and as provided for in the Time and Performance Section of Rider "A".


IN WITNESS  WHEREOF,  the parties  hereto have caused this  agreement to be duly
executed as of the day and year first above written.


                                           OWNER:    STARRE REALTY
 ACCEPTED:



<PAGE>
   U.S, BRIDGE OF NEW YORK, INC.

                    BY:

                             AGENT: Tishman Construction Corporation of New York
                      (construction manager)



                      BY:
                            William Stanton, vice President

<PAGE>
                                    RIDER "A"
                                GENERAL ADDENDUM
                         LOUIS VUITTON NA. OFFICE TOWER
                                EAST 57TH STREET
                               NEW YORK, NEW YORK

                                   May 23,1996

  TRADE: STRUCTURAL STEEL/METAL DECK

Notwithstanding  anything In the other Contract  Documents to the contrary,  all
provisions of this addendum shall supercede any conflicting  provisions of other
Documents.  All other  provisions of the Contract shall remain In full force and
effect.

         A.       GENERAL CONDITIONS

        1. The Contractor represents that he Is familiar with, and has expertise
        In the work of this Scope.  The  Contractor  further agrees that he will
        provide all work for the Scope as may be required to make a complete job
        of that which may not be fully defined In the Contract Documents.

         2. It is understood that all work of the Contractor  shall be In strict
         accordance with the Building Code of the City of New York and any rules
         and regulations of the Building  Department of the City of New York and
         any other government agencies having  jurisdiction.  Where there is any
         conflict in any provisions, the most stringent shall apply.

         3. The  Contractor  shall  comply  with all of the  legal  regulations,
         including OSHA safety  regulations and regulations of municipal.  city,
         local, and other government agencies having jurisdiction concerning the
         work of this  Contractor.  The  Contractor  shall give all  notices and
         comply with all laws, ordinances,  codes, rules and regulations bearing
         on the conduct of the work. If the  Contractor  performs any work which
         is contrary to such laws, ordinances, codes, rules, and regulations, he
         shall make all changes to comply  therewith  and bear all costs arising
         therefrom.

         4. All work on this  Project  will be  subject  to New York City  Equal
         Employment  Opportunity  regulations.  The Contractor shall comply with
         the Affirmative  Action Plan embodying the requirements of the city and
         other governing agencies.

         5. The Contractor shall be fully responsible for all field measurements
         and layout of his work.  Axis lines and bench marks will be established
         by the Construction Manager at grade only. All subsequent layouts shall
         be  performed by the  Contractor  who shall  solely be  responsible  to
         maintain the line and grade required.

         6. The Contractor shall provide and pay for, place, relocate and remove
         any and all of his  required  office  trailer(s)  or shanties  when and
         where directed.  Structures shall be of fire resistant materials. It is
         understood  that  the  Contractor  is  responsible   for   acquisition,
         maintenance,  and  subsequent  removal  of all  utility  and  telephone
         services  required for his office  trailer(s).  The Contractor  will be
         responsible  to provide and maintain his own storage  rooms,  including
         protection and security.  Each structure this Contractor maintains must
         contain  an  appropriate  number of  automatic  fire  extinguishers  as
         manufactured  by AD-X CORP.,  PEMALL or BUCKEYE FIRE  EQUIPMENT CO. The
         use of shanties  and/or office may not be possible for this Project and
         will only be allowed upon approval of Construction Manager.

         7. Cost of Master Mechanic,  if required,  will be prorated between all
         contractors  on the job at the time who  require or  contribute  to the
         requirement of the service of such Master Mechanic. The Master Mechanic
         will be employed by the contractor having the most Operating  Engineers
         on the job or, if an equal  number of  engineers  are  employed by more
         than  one (1)  contractor,  by the  last  contractor  on the job  whose
         operations  require  such an  employee.  100% of overtime  cost for the
         master  mechanic will be charged to Contractor  causing such cost to be
         incurred.  Cost of the teamster  foreman during  regular  working hours
         will be by Owner. Overtime costs caused by this Contractors deliveries,
         unloading, operations etc., will be charged to this Contractor.

         8.  Temporary  light,  power and water will be provided  during  normal
         working hours at no cost to the Contractor.  Should the Contractor work
         prior to or later than normal  working hours or on Saturdays,  Sundays,
         or  Holidays,  he shall pay all  costs  including  the cost of  standby
         trades,  provided  such  overtime is required  due to the  Contractor's
         failure to maintain schedule.

         9. The Contractor has examined the site and the Contract  Documents and
         reviewed with the Construction  Manager the designated areas of access,
         delivery,  and  storage for the  Contractor's  use. He agrees that such
         areas are  satisfactory and sufficient for his needs in the prosecution
         of his work In conformance with the terms of this Contract. Any changes
         in such  areas  shall not be  permitted  without  the  approval  of the
         Construction Manager, which if approved, shall be at no additional cost
         to the Owner.

         10. The Contractor  shall at his own expense collect and dispose of his
         debris  in a trash  container  located  at grade  level  In a  location
         designated  by  the  Construction  Manager.  Trash  container  will  be
         furnished  and unloaded by others.  Hoist costs will not be charged for
         debris removal.


<PAGE>
          RIDER "A"
          GENERAL ADDENDUM
          LOUIS VUITTON NA. OFFICE TOWER
          EAST 57TH STREET
          NEW YORK. NEW YORK

         TRADE:   STRUCTURAL STEEL/METAL DECK

        A.        GENERAL CONDITIONS - continued

        11. The Contractor is aware that unless Included as part of the Scope of
        this Contract,  perimeter and/or Interior protection will be In place by
        others,   Including  netting  toeguards  and  cables  or  railings.  The
        Contractor  shall remove same If required for  Installation  of his work
        and shall replace such  protection  or provide a suitable  substitute In
        accordance with OSHA or other  jurisdictional  requirements,  when he is
        not working in the area.

       12.  All  hoisting  and  hoisting   requirements   are  the  Contractor's
       responsibility.  Should the  Contractor  use the  Construction  Manager's
       material hoist,  he will be charged a rental of $300.00/hour  straight or
       overtime. Use of hoist shall be scheduled by the Construction Manager.

       13. Any  temporary  openings  required  for  subsequent  installation  of
       Contractor's  work must be brought to the  attention of the  Construction
       Manager  prior to  completion  of the  pertinent  work in the area of the
       opening  needed.  Failure to request access will result in the Contractor
       assuming all costs involved in providing,  rebuilding and refinishing the
       required access.

       14. The  Contractor  must take  special  care in stocking his material on
floors to allow other  trades free access to their work and not to overload  the
slabs.

       15. The Contractor shall comply with all federal and local laws regarding
       noise  control.  Mufflers,   whisperized  compressors,  and  other  noise
       abatement  and   protection   devices  shall  be  used   throughout   the
       Contractor's work.

     16. The Contractor will provide  protection  necessary to safeguard his own
work, as well as the work of other trades, from damage by his own operations.

      17. The  Contractor  will visit and  carefully  examine the premises  upon
      which the  building is being  erected  and  familiarize  himself  with the
      existing  conditions and difficulties that may affect the execution of his
      work. The Contractor is aware that his work is being performed adjacent to
      existing buildings that are in service. The Contractor agrees that he will
      take all necessary  steps to avoid  damages to the existing  construction.
      Any damages caused by this  Contractor  will be repaired by the Contractor
      at no additional  cost to the Owner.  The Contractor is cautioned that due
      to the  location  of this Job he may  encounter  certain  areas of special
      coordination  involving  traffic  congestion,  building  access,  material
      delivery,  etc. It is  understood  that the  Contractor  is aware of these
      conditions and the Contractor will not attempt to seek  additional  monies
      for  hardships  that may arise due to his having to take special  measures
      and precautions regarding same.

      18. It may be necessary for this  Contractor to leave openings in his work
      or omit  portions  of work  temporarily  in order  that  other  trades can
      perform their work. It is understood  that the work of filling in openings
      or  completing  such  undone  portions  of the work may be  required to be
      performed  at  different  times and  intervals  including  those alter the
      Contractor has completed his primary work.  All of the foregoing  shall be
      done within the Contract Price.

      19. Should any questions of union jurisdiction arise, the Contractor shall
      immediately  take steps to settle such disputes and will use such labor as
      may be  determined  to have  jurisdiction,  at no  additional  cost to the
      Owner.  Should he fail to take expeditious  action, he will be responsible
      for any time lost because of delays arising from such a dispute.

      20. All permits except the actual building permit required for any part of
      the  Contractor's  work shall be procured and paid for by the  Contractor.
      This shall also apply to those permits required to be obtained in the name
      of the Owner.

      21. The Contractor  shall note that Insurance  requirements  are stated in
the Insurance Rider attached hereto and made part of this contract.

      22. The Contractor shall direct his field foreman to submit complete Daily
      Reports  covering his work on a daily basis.  These  reports shall include
      the names of  Contractor's  personnel on the jobsite,  description of work
      engaged In, major equipment deliveries,  accidents,  visitors to the site,
      subcontractor  manpower information,  overtime,  and any other information
      requested by the Construction Manager.

      23. The Owner reserves the right to prohibit Contractor his Subcontractor,
      suppliers, etc. from using the Site, the Project name or their affiliation
      with Owner, for publicity or advertisement of any kind whatsoever.

      24.There  shall be no extensions  of time  permitted or extras or costs in
      any manner paid by the Owner or Construction Manager for walk-up time that
      may be incurred as a result of lilt or vertical transportation  breakdown.
      The  Contractor  and its  employees  must continue to work and walk to the
      place of the work,


<PAGE>
         RIDER "A"
         GENERAL ADDENDUM
         LOUIS VUITTON NA OFFICE TOWER
         EAST 57TH STREET
         NEW YORK. NEW YORK

         TRADE:   STRUCTURAL STEEL/METAL DECK

         A. GENERAL CONDITIONS - continued

        if  necessary,   during  any  lift  or  vertical   breakdown1  it  being
acknowledged  that such breakdowns  occur from time to time on all  construction
sites.

        25. A  Certificate  of  Capital  Improvement  has been  issued  for this
        project.  Contractor hereby acknowledges that the Contract amount stated
        herein,  has been based on the  appropriate  rules and regulations as it
        pertains to Sales Tax requirements.

        28. Manufacturers,  suppliers,  vendors,  Contractors, or subcontractors
        are  required to comply with the OSHA Hazard  Communication  Standard 29
        CFR 1910.1200 and 29 CFR 1926.59 and supply TISHMAN with the appropriate
        Material Safety Data Sheet,  including  updates,  at the time of Initial
        shipment of the hazardous material to the project.

        27. The Contractor is aware of Site Safety Plan required by the Building
        Department,  and of the requirements of said Plan and shall comply fully
        with said Plan and cooperate with Site Safety Manager.  He shall include
        all costs associated with Site Safety Program by supplying all necessary
        protection, flagman, etc.

        B.        SPECIAL CONDITIONS

        1.  Contractor  understands  that this  Contract  will be subject to the
        requirements  of  Executive  Order No.50  (April  25,1980) as amended by
        Executive  Orders 94 (June  20,1986) and 108 (December  29,1986) and the
        Industrial and Commercial Incentive Program (I.C.I.P.), and that he must
        comply with all of the rules and  regulations of said  Executive  Orders
        and the I.C.I.P.  as  described  in the  documents to be attached to and
        made part of the contract documents.

        This  Contract  is  dependent  upon  Contractor  being  approved  by the
        Division of Labor  Services  (DLS) in accordance  with the I.C.I.P.  and
        Executive Order No.50 and Executive Orders No.94 and No.108.

        Contractor  is to submit all  paperwork as required by I.C.I.P.  and the
        Executive Orders No.50, No.94 and No.108 on a weekly basis. Payment will
        not be made until all paperwork is submitted correctly.

        2. The  Contractor  is aware of the  requirements  of the  Department of
        Transportation   Bureau  of  Traffic  regulations  regarding  restricted
        vehicle lengths and times of operation in the geographical area in which
        the project Is situated.  The  Contractor  agrees that there shall be no
        additional costs to the Owner as a result of these restrictions.

        3. For purposes of complying with the  requirements of the Building Code
        of the City of New  York,  which  calls  for a  Certificate  of  On-Site
        Inspection,  the Contractor  shall furnish to the  Construction  Manager
        information on the position of cranes,  derricks, guy lines, etc., along
        with pertinent  loads from the operation of such equipment  certified as
        to accuracy and location by a Professional Engineer licensed to practice
        in the State of New York.  engaged by the Contractor.  The Contractor is
        aware  of the  structural  capacities  of  areas  to be  used  for  its'
        equipment  and material  storage and shall not exceed  rated  capacities
        without taking appropriate steps to compensate for the imposition of any
        construction  loads which may exceed the design  criteria of the new and
        existing structure or the capacity of the existing  roadways,  sidewalks
        and curbs.  Any  modification,  temporary or permanent,  to the building
        structure  required  to support  the  Contractor's  equipment  including
        foundations  for  tower  cranes  shall  be  made by the  Contractor  and
        reviewed by the Engineer of Record. The Contractor shall furnish,  place
        and remove any temporary  bracing required to stabilize the existing and
        new  structure  due solely to his work.  All costs  associated  with the
        above requirements are included in the Contract Price.

         4. All of the Contractor's  work, both shop and field,  shall be tested
         and   inspected   by  a   testing   agency  in   accordance   with  the
         Specifications.   Such   testing   agency  shall  be  selected  by  the
         Construction  Manager and all compensation for the testing agency shall
         be borne by the  Construction  Manager.  The Contractor shall cooperate
         fully with the  personnel  of such  testing  agency and the  Contractor
         shall  provide  at no  additional  cost  to the  Construction  Manager,
         manpower, drawings,  facilities,  scaffolds, properly calibrated torque
         wrenches,  etc., to reasonably  assist the testing agency  personnel in
         their  execution  of their  testing and  inspection  of  welding,  high
         strength   bolts,   etc.,   in  shop  or  on  site.  It  shall  be  the
         responsibility  of this Contractor to notify the  Construction  Manager
         prior to commencement of the  Contractor's  work. The Contractor  shall
         not perform any work unless such testing agency  personnel are present,
         and said testing agency  personnel  shall not impede this  Contractor's
         work.

         5. The  Contractor  agrees that at the  conclusion of his operations at
         the project  site,  he will remove his  hoisting  equipment by lowering
         such equipment down the side of the building,  including hoist engines.
         The Construction Manager will not allow openings to remain in the upper
         floors to permit lowering of such equipment  within the confines of the
         building.


<PAGE>
          RIDER "A"
          GENERAL ADDENDUM
          LOUIS VUITTON NA. OFFICE TOWER
          EAST 57TH STREET
          NEW YORK. NEW YORK

         TRADE:   STRUCTURAL STEEL/METAL DECK

       B.SPECIAL CONDITIONS - continued

       6.The Contractor shall place his hoisting equipment in locations approved
        by Construction  Manager.  Any separate hoist engines shall be relocated
        not  more  than  once  as the  project  progresses  if  required  by the
        Construction  Manager  so as to avoid  Interference  with  work of other
        Contractors.

       7.Contractor  Is  aware  that his work is  being  performed  adjacent  to
        existing buildings and shall take all necessary steps to avoid damage to
        the existing  construction  and surrounding  buildings and streets.  Any
        damage  caused by  Contractor  is to be  repaired  by  Contractor  at no
        additional cost to Owner.

       8.This  Contractor  shall  cooperate,  as  directed  by the  Construction
        Manager1 with other  Contractors that shall be commencing  operations on
        the site prior to this Contractor's completion and demobilization. These
        other  Contractor's  Include,  but are not limited to concrete,  curtain
        wall, utilities, foundation and elevator.

       9.No material shall be stored outside of the  construction  fence without
        Construction  Manager's approval.  Special precautions shall be taken to
        provide  adequate  housekeeping  of site  Including  but not  limited to
        sweeping of sidewalks and removal of debris, caused by contractors work,
        from the adjoining streets daily, or more often if needed.

       10. Should the  Contractor  propose any design changes that might save in
        fabrication  or erection  time or costs,  he shall submit his  proposal,
        drawings,  calculations,  etc., for approval by the Construction Manager
        and  Engineer  of  Record.  This  Contractor  will  assume all costs for
        reimbursing  the  Engineer of Record.  This  Contractor  will assume all
        costs for  reimbursing the engineer of Record for all fees incurred as a
        result of said changes.

       11. The Contractor will relocate power generations  equipment as directed
by the Construction Manager to Insure orderly progress of the following trades.

       12. The  Contractor  is aware of the  attached  Contract  Form.  Proposed
        revisions to this Form will not be entertained  without  submission of a
        written request with the Contractor's Bid Proposal.

       13. Contractors  logistics and delivery plans must be in conformance with
        the  Construction  Manager's  requirements  as approved by their Mayor's
        Traffic and Construction Coordination Council.

C.        SCOPE OF WORK

Without  restricting the generality of work which shall be performed  within the
Contract  Price, it is clearly  understood and agreed that the Contractor  shall
provide all material, labor, trucking, hoisting, engineering, scaffolding, power
hookups,   protection,   shop  drawings,   taxes,  permits,  layout,  equipment,
supervision,  insurance,  etc., necessary for the furnishing and installation of
all specified and related work contained  herein in accordance with the Contract
Drawings,  Specifications,  Addenda and Riders, all of which become part of this
Contract.

The Scope of Work  shall  Include,  but not be  limited  to, all the work in the
following  Specification  Section(s),  except  such work as may be  specifically
excluded In Paragraph "D" "WORK NOT IN CONTRACT".

                  Specification Section - 05120 - Structural Steel dated 3112196
                      - 05300 - Metal Decking dated 3112196

This Contractor  shall be responsible for examining all of the Documents  listed
on the "List of  Drawings  and  Specifications"  and all items  related  to this
Contractor's work, and called for In these Documents,  shall be included in this
Contract.

In addition to the above  Specifications,  this  Contractor's work will include,
but not be limited to the following items, clarifications and/or modifications:

   STRUCTURAL STEEL

     1. This  Contractor  shall  furnish beam bearing  plates,  wall  connection
plates,  elevator  tie down beams and 3 elevator  hoist  beams 8WF 40 and anchor
bolts, as shown in the Contract  Documents,  complete with setting plans and any
templates required for others to install.


<PAGE>
          RIDER "A"
          GENERAL ADDENDUM
          LOUIS VUITTON NA. OFFICE TOWER
          EAST 57TH STREET
          NEW YORK. NEW YORK

        TRADE:    STRUCTURAL STEEL/METAL DECK
        C.   SCOPE OF WORK - continued


<PAGE>
        The Contractor  understands and agrees that beam bearing plates and wall
        plates  and  anchor  bolts  will be  required  at the site  prior to his
        beginning  erection and will be set by the Foundation  Contractor.  This
        Contractor  Snail  survey the  location of all beam  bearing  plates and
        anchor  bolts  sufficiently  In advance  of  erection  so that  required
        corrective work can be accomplished by others without delaying erection.
        The  Contractor  shall also  Immediately  review the anchor bolt setting
        plan  prepared  by others  and advise  the  Construction  Manager of any
        discrepancy  with  the  Contract  Documents.  These  items  will be shop
        painted as specified.

        2. The  Contractor  shall  furnish and install all other items shown and
specified Including, but not limited to:

          a.  All shear stud connectors.
          b. All steel members,  connection material and reinforcement  material
          connected  to  steel.  c.  All deck  supporting  angles  as shown  and
          required to support the deck around structural members.
          d.  Plate  material for  attachment  of rebar to steel  members.  This
              Contractor   shall  furnish  and  install  female  threaded  rebar
              couplers at all locations where rebar is shown welded to steel.

       3.Contract  includes the furnishing and  Installation of perimeter safety
        cable with turnbuckles as required in accordance with OSHA  requirements
        and  per  requirements  of  all  other   governmental   agencies  having
        jurisdiction. Perimeter cables around each floor shall be broken up Into
        segments as directed by the Construction Manager. Where no columns exist
        such as at the roof, and Interior  shafts,  this Contractor will provide
        supports for the cables.  The maintenance of same is Included on working
        floors only.  Others will maintain  after this  Contractor has completed
        his work on each  floor.  Removal of cables  shall be by  others.  Alter
        removal of cables,  they shall become the properly of the  Contractor if
        he removes them from the project site when directed by the  Construction
        Manager.

        4. The Contractor shall, as directed by the Construction  Manager,  omit
        the erection of  designated  members  and/or metal deck as necessary for
        temporary  holes,   shafts,   hoists,  etc.,  for  operations  of  other
        Contractors. The members are to be stored In approved off-site locations
        until the Construction Manager requires their installation.  There shall
        be no claims for additional  costs for the installation of these omitted
        members,  if such  installation  takes place while the Contractor's main
        equipment and manpower is still on the job site.

        5. The  Construction  Manager shall furnish at no cost to the Contractor
        facilities for hoisting of the Contractor's  personnel to a level of not
        more than ten (10) floors  below the  working  level.  The  Construction
        Manager accepts no  responsibility  for any costs the Contractor  incurs
        due to breakdowns of the personnel hoisting facilities.

       6. Hoisting of stairs,  elevator machinery and mechanical  equipment,  is
included as an  allowance  Contract  Price and Schedule in  accordance  with the
following:

           a.     34 for MEP of which 8-10 will be at roof level.
           b.     6 for Elevator Contractor, plus elevator rail supports.
           c.     All metal stairs.

         Allowance for this work is $70.000 unused portion will be credited back
to Owner.

      7. This  Contract  Includes the  furnishing  of holes of a diameter not to
         exceed the diameter of the holes for the Contractor's structural bolts,
         for other trades,  provided that  Information for Location and quantity
         of such holes is furnished to the Contractor prior to final approval of
         the Contractor's shop drawings.

    8.   Included  in  Contract  Price  as  an  allowance,   are  the  following
         additional openings not currently required by the contract drawings and
         specifications; unused portion will be credited back to Owner.

         a.       50 penetrations up to 6"
         b.     50 - 8" x 24" penetrations - reinforced.

         Allowance for this work is $5,000.00 and $25,000.00 respectively.

    9. Contractor will provide as part of the Contract Price both reinforced and
    non-reinforced  holes in the  structural  steel  as  shown  in the  Contract
    Drawings and as itemized in C.8 above.

    10.  Steel  erection  will be  performed  by a  mutually  agreed  upon steel
erector.


<PAGE>
   RIDER "A"
   GENERAL ADDENDUM
   LOUIS VUITTON NA OFFICE TOWER
   EAST 57TH STREET
   NEW YORK. NEW YORK

   TRADE: STRUCTURAL STEEL/METAL DECK

    C.   SCOPE OF WORK - continued

   11. This Contractor  shall design,  submit drawings for,  furnish and install
   any  temporary   connections,   shoring  and/or  bracing,  as  required,   to
   accommodate any erection  stresses or loads and/or provide lateral bracing as
   necessary to resist displacements, during the erection process.

         12. This  Contractor  shall furnish and Install the following  elevator
         steel  connecting  to  steel,  In  addition  to  elevator  items  noted
         elsewhere:

                a.       Elevator hoist beams, elevator separator beams.
                b. Elevator rail support steel as required  between floor levels
at all extra height floors, for all elevator rails.

        13. The  Structural  Steel  frame  shall be  erected  true and plumb and
        within the tolerances called for In the AISC Code of Standard  Practice.
        The  Contractor  will install all necessary guy wires and/or bracing for
        plumbing the  structural  steel frame,  maintaining  such  plumbness and
        stabilizing  the  structural  steel  frame due to loads  Imposed  by the
        Contractor's  equipment.  This Contractor  shall position sleeves in the
        work of the Metal  Deck to  protect  said  temporary  guy  wires  and/or
        bracing and permit their subsequent removal,  after placing concrete. It
        is agreed that such sleeves  shall be of  sufficient  size for guy wires
        and/or  bracing  only  and  shall  not  provide  for   accessories   and
        connections.

     14. It is agreed by this  Contractor  that he will commence his work at the
     jobsite  prior  to the  full  completion  of  the  work  of the  Foundation
     Contractor and will cooperate with the  Construction  Manager In every way,
     In  order  that  the  work  of the  Foundation  Contractor  and  all  other
     Contractors may be prosecuted efficiently in every way.

     15. Shop painting of steel shall be as  specified.  All exposed steel shall
be galvanized as specified.

     16. All dunnage  steel and steel  required  for the support of water tanks,
     cooling towers, window washer tracks and pedestals, etc., as Indicated.

     17.  There  will be no ramp into the cellar  and the  perimeter  foundation
     walls will not be backfilled.  This Contractor  understands and agrees that
     all erection out of the cellar will be accomplished by utilizing a mutually
     agreed upon method with the Construction  Manager, and can not be done from
     the street.  Should it be determined that the Contractor will place a crane
     along the sidewalk  and/or above the foundation  walls he shall provide all
     vault and/or foundation wall bracing,  piers,  piles,  footings,  bridging,
     etc., to accommodate any platforms,  crane loads,  timber mats,  etc., used
     for his work with the costs for same included in the Contract Price.

     This  Contract  includes  the  temporary  shoring of all  existing  and new
concrete foundation walls if required for this Contractor's work.

     18.  Connections:  The Contractor shall accept full  responsibility for the
     design of all  connections  as required  to resist the loads and  reactions
     shown  on  the  contract  drawings  and  as  specified,  except  for  those
     completely designed and detailed on the Contract Documents.  The Contractor
     shall certify that the detailing of all connections has been done under the
     supervision   of  a  Registered   Professional   Engineer  whose  name  and
     registration shall appear in the affidavit.  Signed and sealed calculations
     must be submitted to the  Engineer of Record for review.  Shop  connections
     not indicated on the  Structural  Drawings  shall be prepared by fabricator
     and submitted to the Engineer of Record for review.  Where  connections are
     Indicated In the Structural  Drawings,  no deviation from the approved type
     and method thereof shall be made without the approval of the Engineer.

     19.  Contractor to survey  structure as erection is  proceeding  and submit
same to Construction Manager for each tier.

     20. Also included In Contract price are the following:

     a. 18 weeks of a master mechanic (50% of the time). ($30,000.00 Allowance)

     b. Cost of a master  mechanic,  full time,  during the  climbing of derrick
and/or crane.

     c. 15 tons of  structural  steel in  addition  to that  shown  on  Contract
Drawings.  Tonnage consists of approximately ten (10) added pieces including all
connections  and  added  weight to  structural  members  now  shown on  Contract
Drawings.

     d. 100%  Performance  and Payment Bonds from a Surety listed In the current
federal register.

     e. At "Magic Room",  four (4) corner posts 20 feet high i plus four (4) ten
foot horizontal beams, not currently shown on Contract Drawings.

     Unused portion of allowances will be credited back to Owner.


<PAGE>
RIDER "A"
GENERAL ADDENDUM
LOUIS VUITTON NA. OFFICE TOWER
EAST 57TH STREET
NEW YORK. NEW YORK

TRADE: STRUCTURAL STEEL/METAL DECK

   C.    SCOPE OF WORK - continued

METALDECK


<PAGE>
        1. It is agreed that this  Contractor  will schedule metal deck erection
        In a manner that  eliminates the use of wood safety  planking.  However.
        this Contractor will Install planking over permanent shaft openings such
        as elevators1  stairs,  etc., until such time as cable protection can be
        Installed by this Contractor.  Should the nature of this project dictate
        any other safety measures1 as required by any governmental agency having
        jurisdiction or standard union  requirements for this  Contractor1s work
        only,  this  Contractor  will provide such safety  measures  without any
        claims for additional cost.

        2. This  Contractor  shall  hoist,  supply  and erect the metal deck and
        perform all other work required for a complete  metal deck  installation
        ready for concrete. Layout for openings, closures, stops, etc., shall be
        from  axis  lines  provided  by this  Contractor  at each  floor.  It Is
        understood  that all metal deck shall be  COMPOSITE  NON-CELLULAR  metal
        deck.  Deck  system  shall  be in  accordance  with  New  York  City BSA
        Requirements,  supplied  without  hangar tabs, as specified.  This shall
        include but not be limited to the following:

     a. Furnish. install and weld all metal deck in accordance with the Contract
Documents. Deck shall be field cut, as required.

     b. Temporarily secure all material when placed and/or stored on all floors.

     c. Omit areas  required for temporary  construction  openings or access and
cover over such areas when directed,  at no additional cost to the  Construction
Manager.

     d.  Furnish and install all closures  and stops,  including  toe guards and
reinforcing  material  for  openings in metal deck.  Such items will be properly
secured and  correctly  located so as not to  Interfere  'with the work of other
trades. Coping of such items around inserts,  anchors,  columns, at skewed beams
and girders, etc., as required for this Contractor's installation is included in
the Contract Price.

        3.  Furnish  and  install   reinforcing   material  and  accessories  to
accommodate all unframed Metal Deck openings shown in the Structural Drawings.

            Reinforcement for additional  openings shall be provided according t
the Unit Price in Rider "C".

        4. Contract  includes the delivery of the metal deck and  accessories to
        the  jobsite,  properly  packed,  for  this  Contractor's  Installation.
        Contractor shall closely coordinate  packaging and delivery of deck with
        steel erection,  to achieve completely installed and welded decks (ready
        for concrete) immediately following the installation of Structural Steel
        Members.

        5.  Contractor  guarantees  that all deck furnished  under this Contract
        shall  not be  altered  in any way that  would  affect  the fire  rating
        provided by the type and thickness of spray  fireproofing and reinforced
        concrete   indicated.   Should  the  deck   deviate  from  the  Contract
        Requirements   and  the   combination   of  deck,   concrete  and  spray
        fireproofing  no longer  complies with the New York City Building  Code,
        this  Contractor  shall pay all costs  involved  in  affecting  remedial
        measures.  Contractor  shall  furnish metal deck which will not have any
        deleterious  matter,  such as  excessive  oil,  dust,  etc.,  that  will
        adversely  affect  the  adhesion  of the  spray on  fireproofing  or the
        concrete to be placed on the deck.

        6. The  Contractor  shall  furnish,  and install  closure  strips at all
         locations  requiring such closures to allow the complete  'installation
         of deck ready for concrete.  The Contractor shall furnish,  deliver and
         Install  closure  angles at the perimeter of the  building,  and at all
         interior openings as required.  Such closures strips and closure angles
         shall  function  as  concrete  forms  and  be  sufficiently   rigid  to
         adequately  support men, material and equipment prior to and during the
         placing of concrete  without  additional  reinforcement.  Such  closure
         strips and closure  angles shall not deform during  placing of concrete
         and shall also be  sufficiently  tight to prevent  leakage of concrete.
         Edge stops at the perimeter  shall be made high enough to provide a toe
         guard  after   concrete  has  been  poured  in   accordance   with  the
         requirements   of   OSHA  or   other   governmental   agencies   having
         jurisdiction.  On floors  where  additional  thickness  of  concrete is
         required as shown on Contract  Drawings  such  closure  angles shall be
         supplied to suit  additional  thickness and provide for toe guard above
         the concrete at exterior  perimeter where required,  only.  Erection of
         these items shall be coordinated so as to ensure said requirements.

         7.  This  Contractor  shall  engineer  all  decking  in a manner  which
         minimizes the need for field cutting of the deck.  The metal deck shall
         be fabricated so that longitudinal cutting, and cutting at butt joints,
         will not he required to achieve  installation.  In areas  requiring the
         deck to be skew cut,  the  Contractor  will provide the deck in varying
         lengths to minimize field cutting and handling of deck.


<PAGE>
RIDER "A"
GENERAL ADDENDUM
LOUIS VUITTON NA OFFICE TOWER
EAST 57TH STREET
NEW YORK, NEW YORK

                      TRADE:        STRUCTURAL STEEL/METAL DECK

      C. SCOPE OF WORK - continued


<PAGE>
        8. This Contractor shell provide layout drawings for the Installation of
the metal deck, shear studs and accessories.

        9. The Contractor shall submit calculations demonstrating the ability of
        the metal deck to carry the design loads  within the stress,  deflection
        and span  limitations  specified.  Shoring of deck will not he permitted
        unless specifically noted in the Structural Drawings.

        10. The  Contractor  agrees that the deck can  function as planking  for
        other trades. It is understood,  however,  that any material storage end
        buggy  traffic will be on runs  furnished by others end  supported  over
        structural members.

        11. Closure plates end cell closures included throughout building at all
        areas as shown and  detailed  except at Sections 1 end 2 of Drawing 5601
        which will have  supports  furnished by Others  however,  cell  closures
        shall be furnished at Sections 1 & 2 of S~01'.


      D. WORK NOT IN CONTRACT

       1.Touch-up and field paint

       2. Miscellaneous iron.

       3.Anchors, sleeves, bolts and inserts for other trades.

       4.Mullions and supports at "Magic Room".

       5.Rebar couplers.

       6. Welding of reinforcing steel to structural members.

       7.Sheave beams.

       8.  Setting and grouting of beams  bearing  plates and setting of anchors
bolts and wall connection plates.

       9. Grouting of column base plates.

       10. Filling of beam pockets with masonry or grout.

       11. Protection of roofs of adjacent buildings.


E. TIME OF PERFORMANCE

This Contractor shall  immediately  expedite the submission of shop drawings and
ordering of  materials  and  equipment  so that work of this  Contract  shall be
Installed in sufficient time to comply with the Project  Construction  Schedule.
This Contractor agrees that the following specific scheduling intervals shall be
maintained by him and  coordinated  'with other trades provided that the work of
others has advanced sufficiently to permit the sequencing as called for:

        1. Work under this Contract shall commence  Immediately  upon receipt of
        instructions  from the  Construction  Manager and shall proceed when and
        where directed,  with sufficient labor and material, to allow the entire
        Project to be  completed  in  accordance  with the Project  Construction
        Schedule.  The work under this Contract  shall be  coordinated  with the
        work of other  trades in order not to delay the progress of the job. The
        Contractor shall follow all interim  schedules that may be issued by the
        Construction Manager as the job conditions require.

        2.  A  schedule  for  all  drawings,  schedules,   literature,  samples,
        certifications,  etc.,  as  required  by  the  Specifications  shall  be
        completed and  submitted  for approval  within two (2) weeks of Contract
        award.

         3. All  sample  submissions  required  by the  Specifications  shall he
         submitted at the same time as submission of the schedule and literature
         indicating such material.

         4. Shop  drawings  shall be submitted in a uniform flow as drawings for
         each area of the  building are  completed,  and not  accumulated  for a
         single submission.


<PAGE>
RIDER "A"
GENERAL ADDENDUM
LOUIS VUITTON N.A. OFFICE TOWER
EAST 57TH STREET
NEW YORK, NEW YORK

 TRADE:         STRUCTURAL STEELIMETAL DECK

 E.      TIME OF PERFORMANCE - continued

        5.  The  Contractor  understands  that  work  of this  trade  may not be
        continuous  and that he may be  required  to work out of sequence at the
        direction  of the  Construction  Manager.  There shall be no charges for
        "comeback time" or out of sequence work.

        6. The Contractor  shall be prepared to commence his work during the 3rd
        quarter of 1996 or as directed by Construction Manager provided that the
        work of others  has  advanced  sufficiently  to permit  such a start and
        shall be capable of completing his work by February 28, 1997,  including
        removal of all hoisting equipment and cleanup.

        7. The  following  milestones  shall  apply to the  performance  of this
Contractor's work:

     a. Start of steel erection in field August 16. 1996.

     b. Substantial completion of field work by February 14. 1997.
<PAGE>
                                    RIDER "B"
                       UST OF DRAWINGS AND SPECIFICATIONS
                         LOUIS VUITTON NA. OFFICE TOWER
                                EAST 57TH STREET
                               NEW YORK. NEW YORK
                                   May 9,1996
<TABLE>
<CAPTION>


Drawing No.                Description                                                           Date
ARCHITECTURAL DRAWINGS
<S>                    <C>                                                                        <C>
                       Cover Sheet                                                                4/26/96
A0.01                  Drawing List                                                               4/26/96
A0.02                  General Notes                                                              4/26/96
A0.03                  Information Sheet                                                          4/26/96
A2.01                  Floor Plans - Sub-cellar and Cellar Plan (Levels 0-00)                     4/26/96
A2.02                  Floor Plans - Level 1-2                                                    4/26/96
A2.03                  Floor Plans - Level 3-4                                                    4/26/96
A2.04                  Floor Plans - Level 5-6                                                    4/26/96
A2.05                  Floor Plans - Level 7-8                                                    4/26/96
A2.06                  Floor Plans - Level 9-10                                                   4/26/96
A2.07                  Floor Plans - Level 11-12                                                  4/26/96
A2.08                  Floor Plans - Level 13-14                                                  4/26/96
A2.09                  Floor Plans - Level 15-16                                                  4/26/96
A2.10                  Floor Plans - Level 17-18                                                  4/26/96
A2.11                  Floor Plans - Level 19-20                                                  4/26/96
A2.12                  Floor Plans - Level 21-22                                                  4/26/96
A2.13                  Floor Plans - Level 23-23A                                                 4/26/96
A2.14                  Floor Plans - Roof & Geometric Layout                                      4/26/96

A3.01                  Building Elevation - South & West                                          4/26/96
A3.02                  Building Elevation - North & East                                          4/26/96
A3.03                  Void
A3.04                  Building Section                                                           4/26/96
A3.05                  Building Sections                                                          4/26/96
A3.06                  Building Section                                                           4/26/96
A3.21                  Wall Sections                                                              4/26/96
A3.22                  Wall Sections                                                              4/26/96
A3.23                  Wall Sections                                                              4/26/96
A3.24                  Wall Sections                                                              4/26/96
A3.25                  Wall Sections                                                              4/26/96
A3.26                  Wall Sections                                                              4/26/96

A4.01                  Enlarged Stair Plans                                                       4/26/96
A4.02                  Enlarged Stair Plans                                                       4/26/96
A4.03                  Enlarged Stair Plans                                                       4/26/96
A4.04                  Enlarged Stair Plans                                                       4/26/96
A4.05                  Enlarged Stair Plans                                                       4/26/96
A4.06                  Enlarged Stair Plans                                                       4/26/96
A4.07                  Enlarged Stair Plans                                                       4/26/96
A4.08                  Enlarged Stair Plans                                                       4/26/96
A4.21                  Enlarged Stair Sections                                                    4/26/96
A4.22                  Enlarged Stair Sections                                                    4/26/96
A4.23                  Enlarged Stair Sections                                                    4/26/96
A4.31                  Stair Details                                                              4/26/96
A4.32                  Stair Details                                                              4/26/96
A4.33                  Stair Details                                                              4/26/96

A5.01                  Interior Elevations                                                        4/26/96
A5.02                  Interior Elevations                                                        4/26/96
A5.03                  Interior Elevations                                                        4/26/96
<PAGE>
A6.02                  Reflected Ceiling Plans Level 1                                            4/26/96
A6.12                  Reflected Ceiling Plans Level 22                                           4/26/96
A6.13                  Reflected Ceiling Plans Level 23A                                          4/26/96

A7.01                  South Elevation/Glass Types/Ceramic Frit Pattern Types                     4/26/96
A7.02                  East Elevation/Glass Types/Ceramic Frit Pattern Types                      4/26/96
A7.03                  North Elevation/Glass Types/Ceramic Frit Pattern Types                     4/26/96
A7.04                  West Elevation/Glass Types/Ceramic Frit Pattern Types                      4/26/96
A7.04A                 Partial Elevation Ceramic Frit Pattern "A"                                 4/26/96
A7.05                  Plan/Section/Elevation @ Southwest Corner Floors 3-9                       4/26/96
A7.06                  Plan/Section/Elevation @ South Facade                                      4/26/96
A7.07                  Plan/Section/Elevation @ Southeast Corner Floor 4                          4/26/96
</TABLE>

<PAGE>


                                      2 of6
RIDER "B"
LIST OF DRAWINGS AND SPECIFICATIONS
LOUIS VUITTON N.A. OFFICE TOWER
EAST 57TH STREET
NEW YORK,  NEW YORK
<TABLE>
<CAPTION>

Drawing No.             Description                                                           Date

ARCHITECTURAL DRAWINGS - continued

<S>                    <C>                                                                    <C>
A7.08                  Plan/Section/Elevation @ Southwest Comer Floors 11-22                  4/26/96
A7.09                  Plan/Section/Elevation @ Southeast Corner Floors 11-22                 4/26/96
A7.10                  Plan/Section/Elevation @ East Facade Floors 17-22                      4/26/96
A7.11                  Plan/Section/Elevation @ West Facade Floors 19-22                      4/26/96
A7.11A                 Plan/Section/Elevation @ West Facade Floors 1~23                       4/26/96
A7.12                  Plan/Section/Elevation @ Southeast Corner Floor 4                      4/26/96
A7.13                  Plan/Section/Elevation @ South Facade Floor 23                         4/26/96
A7.14                  Plan @ Feature Element - Floor 10                                      4/26/96
A7.15                  Section/Elevation @ Feature Element - Floor 10                         4/26/96
A7.16                  Plan/Section/Elevation @ West Facade - Floor 11                        4/26/96
A7.17                  Plan @ Southwest Corner Floor 23                                       4/26/96
A7.19                  Typical Details                                                        4/26/96
A7.19A                 Typical Details - Alternate                                            4/26/96
A7.20                  Plan Details                                                           4/26/96

A8.01                   Roof Details                                                          4/26/96
A8.02                   Roof Details                                                          4/26/96
AB.03                   Roof Details                                                          4/26/96
A8.04                   Roof Details                                                          4/26/96
A8.05                   Roof Details                                                          4/26/96
A8.11                   Masonry Details                                                       4/26/96
A8.12                   Exterior Wall Plan Details                                            4/26/96
A8.13                   Exterior Wall Plan Details                                            4/26/96
A8.31                   Wall Section Details                                                  4/26/96
A6.51                   Louver/Window Details                                                 4/26/96

A9.01                   Interior Partition Types                                              4/26/96
A9.11                   Interior Plan Details                                                 4/26/96

STRUCTURAL DRAWINGS

S-001                   General Notes 1                                                       4/26/96
S-002                   General Notes 2                                                       4/26/96



<PAGE>


S-101                   Foundation Plan (Sub Cellar) & Cellar Floor Framing Plan              4/26/96
S-102                   Level 1 & 2 Floor Framing Plans                                       4/26/96
S-103                   Level 3 & 4 Floor Framing Plans                                       4/26/96
S-104                   Level 5 & 6 Floor Framing Plans                                       4/26/96
S-105                   Level 7 thru 9 & Level 10 Framing Plans                               4/26/96
S-106                   Level 11 & 12 Floor Framing Plans                                     4/26/96
S-107                   Level 13 & 14 Floor Framing Plans                                     4/26/96
S-108                   Level 15 & 16 Floor Framing plans                                     4/26/96
S-109                   Level 17 & 18 Floor Framing Plans                                     4/26/96
S-110                   Level 19 & 20 Floor Framing plans                                     4/26/96
S-111                   Level 21 & 22 Floor Framing Plans                                     4/26/96
S-112                   Level 23 & 23A Mezzanine Floor Framing Plans                          4/26/96
S-113                   Roof Framing Plan                                                     4/26/96

S-201                   Column Schedule                                                       4/26/96
S-202                   Column Details 1                                                      4/26/96
S-203                   Column Details 2                                                      4/26/96



<PAGE>


S-301                   N-S Wind Frame Elevations & Schedules                                 3/12/96
S-302                   E-W Wind Frame Elevations                                             4/26/96
S-303                   E-W Wind Frame Schedules                                              3/15/96
S-304                   Wind Frame Details 1                                                  3/15/96

S-401                   Typical Foundation Section & Details 1                                3/12/96
S-402                   Typical Foundation Section & Details 2                                4/26/96
S-403                   Foundation Sections & Details 3                                       4/26/96
S-404                   Foundation Sections & Details 4                                       3/15/96
S-405                   Foundation Sections & Details 5                                       3/15/96
S-406                   Foundation Sections & Details 6                                       3/15/96

S-501                   Typical Sections & Details 1                                          3/12/96

</TABLE>


<PAGE>

                              RIDER "B" May 9,1996

LIST OF DRAWINGS AND SPECIFICATIONS
LOUIS VUITTON NA OFFICE TOWER
EAST 57TH STREET
NEW YORK, NEW YORK

<TABLE>
<CAPTION>


<S>                     <C>                                                                    <C>
Drawing No.             Description                                                            Date

STRUCTURAL DRAWINGS - continued

S-502                 Typical Sections & Details 2                                             4/26/96
S-503                 Typical Sections & Details 3                                             4/26/96

S-601                Superstructure Sections & Details 1                                      4/26/96
S-602                Superstructure Sections & Details 2                                      4/26/96
S-603                Superstructure Sections & Details 3                                      4/26/96
S-604                Superstructure Sections & Details 4                                      4/26/96
S-605                Superstructure Sections & Details 5                                      4/26/96
S-606                Superstructure Sections & Details 6                                      4/26/96

S-103A               Level 3 & 4 Floor Framing Plans - Alternate No.1                         3/12/96
S-104A               Level 5 & 6 Floor Framing Plans - Alternate No.1                         3/12/96
S-105A               Level 7 thru 9 & 10 Floor Framing Plans - Alternate No.1                 3/12/96
S-106A               Level ii & 12 Floor Framing Plans - Alternate No.1                       3/12/96
S-107A               Level 13 & 14 Floor Framing Plans - Alternate No.1                       3/12/96
S-108A               Level 15 & 16 Floor Framing Plans - Alternate No.1                       3/12/96

MECHANICAL DRAWINGS

M-1.01                Symbols List and Notes                                                   3/12/96
M-1.02                General Notes                                                            4/26/96
M-2.01                Sub-Cellar and Cellar HVAC Floor Plans                                   4/26/96
M-2.02                HVAC Floor Plans Level 1-2                                               4/26/96
M-2.03                HVAC Floor Plans Level 34                                                4/26/96
M-2.04                HVAC Floor Plans Level 56                                                4/26/96
M-2.05                HVAC Floor Plans Level 7-8                                               4/26/96
M-2.06                HVAC Floor Plans Level 9-10                                              4/26/96
M-2.07                HVAC Floor Plans Level 11-12                                             4/26/96
M-2.08                HVAC Floor Plans Level 13-14                                             4/26/96
M-2.09                HVAC Floor Plans Level 15-16                                             4/26/96
M-2.10                HVAC Floor Plans Level 17-18                                             4/26/96
M-2.11                HVAC Floor Plans Level 19-20                                             4/26/96
M-2.12                HVAC Floor Plans Level 21-22                                             4/26/96
M-2.13                HVAC Floor Plans Level 2~23A                                             4/26/96
M-2.14                Roof Level                                                               4/26/96

M-3.01                Typical Floor Core Plan & Section                                        4/26/96
M-3.02                3rd Floor MER Part Plan                                                  4/26/96
M-3.03                Level 22 Sections                                                        4/26/96
M-3.04                Cellar Part Plan                                                         4/26/96
M-3.05                HVAC Level 2 MER Part Plan                                               4/26/96

M-4.01                Hot Water Riser Diagram                                                  4/26/96
M-4.02                Condenser Water and Fuel Riser Diagrams                                  4/26/96
M-4.03                Air Riser Diagrams                                                       4/26/96
M-4.04                Steam Service layout Detail                                              4/26/96


<PAGE>
M-5.01                HVAC Equipment Schedules Sheet #1                                        4/26/96
M-5.02                HVAC Equipment Schedules Sheet #2                                        4/26/96
M-5.03                HVAC Equipment Schedules Sheet #3                                        4/26/96
M-5.04                HVAC Equipment Schedules Sheet #4                                        4/26/96

M-6.01                HVAC Details Sheet #1                                                    3/13/96
M-6.02                HVAC Details Sheet #2                                                    3/13/96
M-6.03                HVAC Details Sheet #3                                                    3/13/96
M-6.04                HVAC Details Sheet #4                                                    3/13/96
M-6.05                HVAC Details Sheet #5                                                    3/13/96
M-6.06                HVAC Details Sheet #6                                                    3/13/96
M-6.07                HVAC Details Sheet #7                                                    3/13/96
M-6.08                HVAC Details Sheet #8                                                    4/26/96


</TABLE>

<PAGE>

                              RIDER "B"    May 9,1996
LIST OF DRAWINGS AND SPECIFICATIONS
LOUIS VUITTON NA OFFICE TOWER
EAST 57TH STREET
NEW YORK, NEW YORK
<TABLE>
<CAPTION>

<S>                      <C>                                                                     <C>
Drawing No.              Description                                                             Date
ELECTRICAL DRAWINGS
E-1.1                    Symbol List, General Notes and Schedules                                4/26/96

E-2.1                    Sub-Cellar and Cellar Floor Plans - Lighting and Power                  4/26/96
E-2.2                    Level 1 and 2 Floor Plans - Lighting and Power                          4/26/96
E-2.3                    Level 3 and 4 Floor Plans - Lighting and Power                          4/26/96
E-2.4                    Level 5 and 6 Floor Plans - Lighting and Power                          4/26/96
E-2.5                    Level 7 and 8 Floor Plans - Lighting and Power                          4/26/96
E-2.6                    Level 9 and 10 floor Plans - Lighting and Power                         4/26/96
E.2.7                    Level 11 and 12 Floor Plans - Lighting and Power                        4/26/96
E-2.8                    Level 13 and 14 Floor Plans - Lighting and Power                        4/26/96
E-2.9                    Level 15 and 16 Floor Plans - Lighting and Power                        4/26/96
E-2.1O                   Level 17 and 18 Floor Plans - Lighting and Power                        4/26/96
E-2.11                   Level 19 and 20 Floor Plans - Lighting and Power                        4/26/96
E-2.12                   Level 21 and 22 Floor Plans - Lighting and Power                        4/26/96
E-2.13                   Level 23 and 23A Floor Plans - Lighting and Power                       4/26/96
E-2.14                   Level 23 and 23A Floor Plans - Power                                    4/26/96
E-2.15                   Roof level floor Plan - Lighting and Power                              4/26/96
E-2.16                   Level 22 to Roof Stair Lighting Layout                                  4/26/96

E-3.1                    Switchboard Room Part Plan                                              4/26/96
E-3.2                    Electric Typical MER Plan                                               4/26/96

E-4.1                    Light and Power Riser Diagram                                           4/26/96
E-4.2                    Single Line Diagram                                                     4/26/96
E-4.3                    Telephone/Comm/Datam - Riser Diagram                                    3/13/96

E-5.1                    Distribution Panel Schedules                                            4/26/96
E-5.2                    Panel Schedules                                                         4/26/96
E-5.3                    Panel Schedules                                                         4/26/96
E-5.4                    Panel Schedules                                                         4/26/96

E-6.1                    Facade Lighting - South Elevation                                       4/26/96
E-6.2                    Facade Lighting Details                                                 3/13/96
E-6.3                    Facade Lighting Dimming - Single Line Diagram                           4/26/96
E-6.4                    Lobby Fixture and Control Detail                                        3/13/96

FA-1.1                   Fire Alarm Symbols List and General Notes                               4/26/96
FA-2.1                   Sub-Cellar and Cellar Fire Alarm Plans                                  3/13/96
FA-2.2                   Level I and 2 Fire Alarm Plans                                          4/26/96
FA-2.3                   Level 3 and Typical Fire Alarm Plans                                    4/26/96
FA-2.4                   Level 21 and 22 Fire Alarm Plans                                        4/26/96
FA-2.5                   Level 23 and 23A Fire Alarm Plans                                       3/13/96
FA-2.6                   Roof Level Fire Alarm Plan                                              3/13/96

FA-4.1                   Fire Alarm System Riser Diagram                                         4/26/96

PLUMBING DRAWINGS

P-1.0                    Site Plan, Symbol List and Notes                                        4/26/96



<PAGE>
P-2.01                   Plumbing Plans Sub-Cellar and Cellar                                    5/09/96
P-2.02                   Plumbing Plans Level 1-2                                                4/26/96
P-2.03                   Plumbing Plans Level 3 & Typical Level                                  4/26/96
P-2.07                   Plumbing Plans Level 11-12                                              4/26/96
P-2.08                   Typical Plumbing Plans Level 13-20                                      4/26/96
P-2.12                   Plumbing Plans Level 21-22                                              4/26/96
P-2.13                   Plumbing Plans Level 23-23A                                             4/26/96
P-2.14                   Plumbing Plan Roof Level                                                4/26/96

P-3.01                   Plumbing Plan Level 2-20 Typical Toilet Room                            4/26/96
P-3.02                   Plumbing Part Plan Level 1 RPZ Assembly Detail                          4/26/96

P-4.01                   Sanitary and Storm Drainage Riser Diagrams                              4/26/96
P-4.02                   Fire Standpipe Riser Diagrams                                           5/09/96
P-4.03                   Water Riser Diagram                                                     5/09/96
</TABLE>


<PAGE>
RIDER "B" May 9,1996
LIST OF DRAWINGS AND SPECIFICATIONS
LOUIS VUITTON NA OFFICE TOWER
EAST 57TH STREET
NEW YORK, NEW YORK
<TABLE>
<CAPTION>

<S>                   <C>                                                                        <C>
Drawing No.           Description                                                                Date

 PLUMBING DRAWINGS - continued

P-6.01                 Plumbing Details                                                          3/13/96
P-6.02                 Plumbing Details                                                          3/13/96
P-6.03                 Plumbing Details                                                          4/26/96

FIRE PROTECTION DRAWINGS

SP-1.0                Symbol List & Notes                                                        3/13/96

SP-2.01               Sprinkler Plans Sub-Cellar & Cellar                                        4/26/96
SP-2.02               Sprinkler Plans Levels 1-2                                                 4/26/96
SP-2.03               Sprinkler Plans Level 3 and Typical Level 4 through Level 8                4/26/96
SP-2.06               Sprinkler Plans Levels 9-10                                                4/26/96
SP-2.07               Sprinkler Plans Levels 11-12                                               4/26/96
SP-2.08               Sprinkler Plans Levels 13-20                                               4/26/96
SP-2.12               Sprinkler Plans Levels 21-22                                               4/26/96
SP-2.13               Sprinkler Plans Levels 23-23A                                              4/26/96
SP-4.01               Sprinkler Riser Diagram                                                    5/09/96
SP-6.01               Sprinkler Details                                                          3/13/96

 SPECIFICATIONS

   01010              Summary of Work                                                            12/18/95
   01300              Submittals                                                                 12/18/95 
   01600              Product Requirements                                                       12/18/95
   01700              Construction Procedures                                                    12/18/95
   02220              Excavatlon1 Filling & Grading                                              12/18/95 03300    Concrete12/18/95
   04200              Unit Masonry                                                               03/12/96 (Pg. 5 4/26/96)
   05120              Structural Steel                                                           03/12/96
   05300              Metal Deck                                                                 03/12/96
   05500              Metal Fabrication                                                          04/26/96
   05510              Metal Stairs & Railings                                                    01/24/96
   07115              Self-Adhesive Sheet Waterproofing                                          03/12/96
   07140              Metal Oxide Waterproofing                                                  03/12/96
   07160              Bituminous Dampproofing                                                    03/12/96
   07190              Vapor and Air Barriers                                                     04/26/96
   07250              Sprayed-on Fireproofing                                                    03/12/96
   07275              Firestopping                                                               03/12/96
   07411              Manufactured Metal Roof Panels                                             04/26/96
   07530              Single Ply Membrane Roofing                                                01/24/96
   07550              Protected Membrane Roofing                                                 01/24/96
   07570              Traffic Coating                                                            04/26/96
   07600              Flashing and Sheet Metal                                                   03/12/96
   07700              Roof Specialties and Accessories                                           03/12/96
   07901              Exterior Joint Sealers                                                     03/12/96
   08801              Glazing For Punched Windows                                                03/12/96
   08900              Curtain Walls                                                              04/26/96
   08923              Glazed Aluminum Punched Window System                                      04/26/96
   09820              Cementitious Coatings                                                      03/12/96
   10200              Louvers and Vents                                                          01/24/96
   11010              Exterior Maintenance System                                                01/24/96
   14200              Elevators                                                                  12/18/95
   15010              General Provisions For Plumbing & Fire Protection Work                     03/13/96
   15050              Protection Work                                                            04/26/96
   15060              Piping and Fitting Materials                                               03/13/96
   15070              Hangers. Supports, Anchors, Guides & Foundations                           03/13/96
   15080              Valves                                                                     03/13/96
   15180              Insulation                                                                 03/13/96
   15300              Fire Standpipe System                                                      04/26/96
   15310              Fire Suppression Systems                                                   03/13/96
   15440              Plumbing Fixtures                                                          04/26/96
   15453              Plumbing Pumps                                                             03/13/96
   15458              Domestic Water Heaters                                                     04/26/96

</TABLE>

<PAGE>
RIDER "B"
LIST OF DRAWINGS AND SPECIFICATIONS
LOUIS VUITTON NA OFFICE TOWER
EAST 57TH STREET
NEW YORK. NEW YORK
<TABLE>
<CAPTION>


<S>                   <C>                                                                  <C>
Drawing No.           Description                                                           Date
SPECIFICATIONS - continued

   15480               Domestic Water System                                                04/26/96
   15490               Soil, Waste, Vent & Storm Water Systems                              03/13/96
   15501               General Provisions                                                   03/13/96
   15510               Pipes and Pipe Fittings                                              03/13/96
   15515               Pipe Specialties                                                     04/26/96
   15520               Valves                                                               03/13/96
   15525               Steam Pressure Reducing Valve Stations                               04/26/96
   15526               Expansion and Compression Tanks                                      03/13/96
   15530               Condensate Pumps & Receiver Sets                                     03/13/96
   15540               Centrifugal Pumps                                                    03/13/96
   15547               Vibration Control                                                    04/26/96
   15549               Insulation                                                           04/26/96
   15632               Emergency Generator Support Systems                                  03/13/96
   15683               Air Cooled Rooftop Self-Contained Package Unit                       04/26/96
   15665               Vertical Water Cooled Self-Contained Package Units                   04/26/96
   15666               Horizontal Water Cooled Self-Contained Package Units                 04/26/96
   15692               Cooling Towers                                                       04/26/96
   15718               Unit Heaters                                                         03/13/96
   15754               Fans                                                                 04/26/96
   15755               Heat Exchangers                                                      03/13/96
   15760               Air Handling Units                                                   03/13/96
   15762               Acoustical Treatment                                                 04/26/96
   15790               Air Coils                                                            03/13/96
   15820               Automatic Temperature and System Control                             04/26/96
   15820A              Automatic Temperature and System Control BMS
                       (Alternate Price)                                                    04(26/96
   15830               Heating Equipment                                                    04/26/96
   15853               Electric Heating Cable                                               03/13/96
   15880               Sheet Metal Work                                                     04/26/96
   15885               Air Filters                                                          03/13/96
   15932               Grilles, Register and Diffusers                                      03/13/96
   15970               Electric Motors, Motor Controls and Wiring Diagrams                  03/13/96
   15980               Thermometers and Gauges                                              03/13/96
   15990               Testing, Adjusting and Balancing                                     03/13/96
   15995               Painting                                                             03/13/96
   15997               Water Treatment and Chemical Cleaning Systems                        04/26/96
   16010               General Provisions For Electrical Work                               03/13/96
   16110               Raceways                                                             03/13/96
   16112               Surface Raceways                                                     03/13/96
   16120               Wire and Cable                                                       03/13/96
   16130               Boxes and Fittings                                                   03/13/96
   16140               Wiring Devices                                                       03/13/96
   16160               Cabinets and Enclosures                                              03/13/96
   16195               Electrical Identification                                            03/13/96
   16420               Service Entrance                                                     03/13/96
   16425               Main Switchboard and Service Switches                                03/13/96
   16435               Grounding                                                            03/13/96
   16440               Disconnects                                                          03/13/96
   16445               Emergency Distribution Switchboard                                   03/13/96
   16465               Bus Duct                                                             03/13/96
   16470               Panelboards                                                          03/13/96
   16495               Automatic Transfer Switch                                            04/26/96
   16500               Lighting Fixtures and Lamps                                          04/26/96
   16620                Packaged Engine Generator System                                     04/26/96
   16720                Automatic Fire Detection and Alarm                                   04/26/96
   16742                Telephone                                                            03/13/96

</TABLE>

     NOTE: The above list of documents  contains all drawings and specifications
for  the  project.   These  documents  are  available  for  examination  at  the
Construction  Manager's office.  Contractor shall be responsible for information
contained within all of these documents.


<PAGE>
                                    RIDER "C"
                           ALTERNATES AND UNIT PRICES
                         LOUIS VUITTON NA. OFFICE TOWER
                                EAST 57TH STREET
                               NEW YORK, NEW YORK

                                                                  March 25, 1996
TRADE:             STRUCTURAL STEEL/METAL DECK

 At the Owner's  option In  accordance  with the article  entitled  "Changes and
  Extras" of the  Contract,  the following  Alternates  end Unit Prices shall be
  used for all  additions  and/or  deletions  to the  Scope of Work and shall be
  inclusive of  furnishing  and  Installing of 911  material,  labor,  trucking,
  overhead,  profit,  equipment,  hoisting,   engineering,   scaffolding,  power
  hookups, protection, shop drawings, taxes, permits,  appliances,  delivery end
  supervision end shell remain in effect until completion of the project.  Items
  covered  by  these  prices  shell  be   furnished  in   accordance   with  the
  Specifications and in quantities and locations as directed by the Construction
  Manager.

 ALTERNATES



<PAGE>


     1. In the event the Contractor is not required to provide 100%  Performance
and 100% Labor and Material Payment Bonds DEDUCT $57,750

UNIT PRICES

     1. For  addition or deletion of members  similar to the average  members of
the Base Contract, not Including metal deck
<TABLE>
<CAPTION>

<S>                                                                                                 <C>          
         Grade 46                                                                                   $2,300.00/ton
         Grade 50                                                                                   $2,400.00/ton
</TABLE>

2.       For increase or decrease in the weights of members that are part of the
         Base Contract
<TABLE>
<CAPTION>
<S>                                                                                                 <C>
             Grade 46                                                                               $ 750.00/ton
             Grade 50                                                                               $ 800.00/ton
</TABLE>

<PAGE>


     3. For addition or deletion of A46 members weighing 200 lbs. $ 2800.00/ton

     4.  Hoisting  of  material  for  other  trades  per pick  including  crew $
1,800.00/ton

     5. Web penetrations

<PAGE>
<TABLE>
<CAPTION>
<S>                                                     <C>                          <C>         
        unreinforced
        (less than 6" diam.)                            Field $ 500.00/ea            Shop $  275.00/ea

        a. Type "A" (4" x 8" Avg. or 8" diam.)
        Reinforced                                      Field $ 650.00/ea            Shop $ 325.00/ea

        b. Type "B"
        (To 8" x 12" Avg.)                              Field $ 1,300.00/ea          Shop $  400.00/ea

        c. Type "C"
        (To 12" x 24")                                  Field $ 1,400.00/ea          Shop $ 500.00/ea

        d. (To 14" x 40")                               Field $ 1,800.00/ea          Shop $ 600.00/ea.
</TABLE>

     6. Add or Deduct metal deck (20 ga) $ 4.00 /sf

     7. For addition or deletion of stud shear  connectors  including  detailing
costs $ 3.00 /sf

                           FIRMNAME: US Bridge of N.Y.


<PAGE>
                                    RIDER MDN
                   INDUSTRIAL AND COMMERCIAL INCENTIVE PROGRAM
                         LOUIS VUITTON NA. OFFICE TOWER
                                EAST 57TH STREET
                               NEW YORK, NEW YORK

                                                                  March 20, 1996

      I. CONTRACT PROVISIONS

     The  Contractor  in  executing  any contract  benefiting  from the I.C.I.P.
agrees that It:

      1. Will not discriminate  against any employee or applicant for employment
      because of race,  creed1 color1  national  origin,  sex, age,  disability,
      marital status, sexual orientation,  or citizenship status with respect to
      all employment decisions Including but not limited to recruitment. hiring.
      upgrading,  demotion,  downgrading,  transfer,  training,  rates of pay or
      other forms of compensation,  layoff, termination, and all other terms and
      conditions of employment;

      2. will not discriminate In the selection of  Subcontractors  on the basis
      Of the Owner's , Partners' or Shareholders' race, creed,  color,  national
      origin9 sex, age,  disability',  marital  status,  sexual  orientation  or
      citizenship status;

      3. will state In all solicitations or advertisements  for employees placed
      by or on behalf  of the  Contractor  that all  qualified  applicants  will
      receive consideration for employment without regard to race, creed, color,
      national, origin, sex, age, disability, marital status, sexual orientation
      or citizenship status or is an equal employment opportunity employer;

      4. will send to each labor  organization or representative of workers with
      which  It has a  collective  bargaining  agreement  or other  contract  or
      memorandum of understanding,  written notification of its equal employment
      opportunity commitments;

      5. will not award  subcontracts with a dollar value of $750,000 or more or
      allow such subcontractors to commence work until he or she has submitted a
      completed  employment  report to DLS and until  DLS  approves  or fails to
      respond within 15 business days of receipt of completed employment report;

      6.  will  require  any  Subcontractor  who,  due to change  orders,  reach
      $750,000 submit an employment  report to DLS. If a Subcontractor  does not
      submit an employment  report the applicant will be found in  noncompliance
      and the Department of Finance will be notified to impose sanctions;

      7. will  permit DLS access to the project  site and to all books,  records
and will file certified payroll records as required by DLS;

      8. DLS has the right to suspend  work on this  project for a  Contractors'
failure to allow DLS access to their workforce;

      9. will not  engage In moving  employees  from  on-job-site  to another in
      order to  create  the  appearance  of  compliance  with  applicable  laws,
      regulations  or  executive  orders  designed  to ensure  equal  employment
      opportunity;

      10.will submit to the  jurisdiction of DLS for the purposes of determining
      compliance  with  these  representations  and will  cooperate  with DLS in
      attempting  to cure  any  instances  of  non-compliance  with  Article  22
      regulations;

      11.will terminate,  suspend,  or not award any subcontract entered into in
      connection with the project  described in I.C.I.P.  applications  with any
      Subcontractor  found by DLS to be in violation  of any  provision of these
      representatives;

      12.will  Include or cause to be included in all contracts or  subcontracts
      for amounts In excess of $750,000  entered  into In  connection  with this
      project the following  provision:  In consideration for and as a condition
      of this contract,  the contractor or subcontractor  agrees that during its
      performance  it:  (this  paragraph  should be followed by  paragraphs  (1)
      through (10) above}.

      13.  will employ  trainees  for  training  level jobs and  participate  in
      on-the-job training programs which have been approved by DLS, in the event
      that the  construction  work which it undertakes  In connection  with this
      project should employ four or more lourney-level em~lovees in a particular
      trade for at least four  consecutive  weeks,  as such terms are defined by
      the  prevailing  practice  in  the  industry.   The  Contractor  shall  be
      considered to employ four  journey-level  employees in a particular  trade
      whose  aggregate works hours equal the number of hours that four lull-time
      journey-level  employees  would have worked in a work week,  as such terms
      are defined by the prevailing  practice in the industry for the particular
      trade;

     14.will make a good faith effort to achieve a ratio of at least one trainee
to four  journey-level  employees  for each trade on the  project.  "Good  faith
-------------------- efforts" shall mean:

     a. documented efforts to secure trainees from training programs approved by
the DLS;


<PAGE>

RIDER "D"
INDUSTRIAL AND COMMERCIAL INCENTIVE PROGRAM
LOUIS VUITTON NA OFFICE TOWER


EAST 57TH STREET
NEW YORK. NEW YORK

I.       CONTRACT PROVISIONS - continued


         b.  documented  efforts  through  the  New  York  State  Department  of
         Employment,  Training  Assistance  Plan Centers and  community  and CMI
         rights  groups to identify  candidates  for training  positions  and to
         sponsor these persons for entrance into approved training programs; and

         c. written  notification  to DLS In the event of an inability to secure
         trainees  pursuant  to clauses  (a) and (b) of this  subparagraph,  and
         requesting DLS' assistance in securing trainees, Neither the provisions
         of any collective  bargaining agreement nor the refusal by a union with
         whom the contractor has  collective  bargaining  agreement to recognize
         the validity of the  training  program  shall  excuse the  contractor's
         obligation to provide training pursuant to these regulations.

      15.will  attempt to  provide  continuous  employment  for  trainees  after
      completion of the construction being undertaken in order to enable them to
      complete their course of training.

      16.will  refer,  recommend and sponsor,  if union  affiliated,  any of its
      trainees  for union  membership  who can perform the duties of a qualified
      journey-level  employee or who have satisfactorily  completed the training
      program;  and assure that such former trainees will receive  journey-level
      wage and free benefits,  whether or not union  membership is granted after
      such referral,  recommendation  or sponsorship  and that their  employment
      shall be continued if possible;

      17.will supply DLS with such additional  Information and reports as it may
      require;  permit OLS access to the project site and to its books,  records
      and accounts and otherwise  cooperate with and submit to the  jurisdiction
      of DLS for the purpose of ensuring  compliance with these provisions which
      OLS may find;

      18.will supply DLS with such additional  information and reports as it may
      require;  permit DLS access to the project site and to its books,  records
      and accounts and otherwise  cooperated with and submit to the jurisdiction
      of OLS for the purpose of ensuring  compliance with these provisions which
      DLS may find;

      19.will pay to the Department, in the event of its own or its contractor's
      failure  to  provide   training,   where   applicable,   pursuant  to  the
      regulations, to the required number of trainees for the required number of
      weeks,  and amount  equal to the  difference  between the wages and fringe
      benefits  paid to the  trainees  and the wages and fringe  benefits  which
      would  have been paid to first term  trainees  under the  prevailing  wage
      schedule In effect at the time the trainees  would have been  employed had
      the number and  duration of the  positions  been as  required,  unless the
      Contractor  or  applicants  or their  successors,  where  applicable,  can
      demonstrate  that it made a good faith effort to provide  training and was
      unsuccessful;  in the event of a Contractor's failure to provide training,
      where  applicable,  the  applicant  shall have the right to  recover  from
      noncomplying  contractor  any  amounts  accessed  against  it  under  this
      provision.

             II.  CONTRACTOR RESPONSIBILITIES

      1. The Contractor  shall treat all employees and applicants for employment
      without unlawful discrimination as to race, creed, color, national origin,
      sex,  age,  disability,  marital  status  or  sexual  orientation  in  all
      employment  decisions  including but not limited to  recruitment,  hiring,
      compensation,  training/apprenticeship,  promotion,  upgrading,  demotion,
      transfer,  lay-off and  termination  and all other terms and conditions of
      employment;

      2. The  Contractor  shall develop and submit to the DLS for its approval a
      written Equal  Employment  Opportunity  Policy  statement which explicitly
      states  the  chief  executive  officer's  commitment  to equal  employment
      opportunity  and assigns overall  responsibility  for  implementation  and
      provides for reporting and monitoring procedures.

      3. The  Contractor  shall  disseminate  its equal  employment  opportunity
policy internally as follows:

           (a) Include the policy in employee and supervisor manuals, if any;

           (b) publicize the policy and company achievements In equal employment
In  company   newspapers,   magazines,   annual   reports,   and  other  company
publications;

           (c) discuss and  explain  the policy in training  sessions  and other
           meetings with  employees,  executives,  management,  and  supervisory
           personnel,   indicating   individual   responsibility  for  effective
           implementation;

           (d) meet with union  officials  to inform them of the policy,  review
           all contractual provisions to insure they are nondiscriminatory,  and
           bargain with respect to the inclusion of nondiscrimination clauses in
           all union agreements; and

           (e) post the policy on company bulletin boards.


<PAGE>
RIDER "D"                                                         March 20, 1996
INDUSTRIAL AND COMMERCIAL INCENTIVE PROGRAM
LOUIS VUITTON NA OFFICE TOWER
EAST 57TH STREET
NEW YORK. NEW YORK

II.       CONTRACTOR RESPONSIBlLITIES - continued

4. The contractor  shall  disseminate its equal  employment  opportunity  policy
externally as follows:

     (a)inform all recruiting sources verbally and In writing of company policy,
stipulating  that  these  sources  actively  recruit  and refer  members  of all
protected groups for all protected groups for all positions;

     (b)incorporate  the equal employment  opportunity  policy into all purchase
orders, contracts, etc., covered by Article 22 regulations; and

     (c)communicate  the  policy  in all  solicitations  or  advertisements  for
employees placed by or behalf of the contractor.

5.    An executive of the  Contractor  shall be appointed as director or manager
      of the company's equal  employment  programs with sufficient  resources to
      carry out the  responsibility.  His or her identity  should  appear on all
      internal and external  communications  on the company's  equal  employment
      policy and programs. His or her responsibilities should Include:

     (a)developing policy statements,  equal employment  programs,  internal and
external communication techniques and programs;

     (b)assisting in the identification of problem areas;

     (c)assisting line management in arriving at solutions to problems;

     (d)designing and implementing audit and reporting systems that will:

     (1)  measure  effectiveness  of the  contractor's  policy and  implementing
programs  including   supervisors'  and  management's  adherence  to  the  equal
employment opportunity policy;

     (2) indicate need for remedial action;

     (3)  determine  the  degree  to which  the  Contractor's  equal  employment
objectives have been let;

     (4) serve as liaison between the contractor and enforcement agencies;

     (5) serve as liaison  between the  contractor  and minority  organizations,
women's  organizations,  advocate  or~anizations  for other protected groups and
community action groups concerned with equal employment opportunity.

     (6) The Contractor  shall make every effort to ensure that protected  class
members (Blacks,  Hispanics,  Asians  indigenous Native Americans and Women) are
employed consistent with their availability in NYC.

     (7) The Contractor will ensure that all Subcontractors  with a dollar value
of $750,000 or more will  complete and forward an  Employment  Report to OLS for
approval BEFOR~ contract award or work commence~.

     (8) The Contractor shall ensure the maintenance of weekly certified payroll
records  for  themselves  as well as any  subcontractor  with a dollar  value of
$750,000 or more.

     (a)  Certified  payroll  records  must be  maintained  for all  Contractors
employed on site.  Contractors  and  Subcontractors  required to comply with the
trainee  provisions  of  Article  22 and will be  required  to submit  certified
payrolls to DLS on a monthly basis. No work performed payrolls must be submitted
to cover all weeks when no work was performed between  submission of the initial
payroll report and final payroll report. Certified payrolls must contain:

     1. Name and address of contractor/subcontractor;

     2. Federal ID Number;

     3. Project name and location (print on payroll);

     4. DLS project Number;

     5. Contract Number (Block & Lot);

     6. Payroll Number (1nitlal thru final);

     7. Week ending date;

     8. Name, address and social security number of employees;

     9. Trade and classification code of employees; and

     10. Sex, race/ethnic identification of employees (see attached codes).






<PAGE>
RIDER "D"
INDUSTRIAL AND COMMERCIAL INCENTIVE PROGRAM
LOUIS VUITTON NA OFFICE TOWER
EAST 57TH STREET
NEW YORK. NEW YORK

II.     CONTRACTOR RESPONSIBILITlES - continued

      PAYROLL RECORDS THAT ARE SUBMITTED TO DLS THAT DO NOT CONTAIN ALL REQUIRED
      INFORMATION  WILL  BE  FORWARDED  BACK TO THE  CONTRACTOR1  SUBCONTRACTOR,
      CONSTRUCTION MANAGER OR CONSULTANT AS INCOMPLETE.

      Attachments needed:

      1. Statement of compliance with an original signature:

      2. Trainee Agreement or Trainee Profile for all trainees (send In with the
         payrolls  as the  trainees  show  up on the  job).  Acceptable  trainee
         agreements  or  profiles  are from the  Bureau  of  Apprenticeship  and
         Training;

      3. Apprentice Agreements (where applicable); and

      4. List of  supervisory  employees  (eg.  nonworking  foremen) with proper
documentation.

         (a)  If any  work to be  performed  on this  project  is  dangerous  or
              hazardous  work  to  which   apprentices  or  trainees  cannot  be
              assigned1 the Contractor  agrees to provide written  documentation
              of such work.  Documentation shall include written confirmation by
              the appropriate  union that the apprentices or trainees may not be
              assigned to such work due to its hazardous nature.

                       The  Contractor  further  agrees to specify  the  journey
              level workers  performing such hazardous or dangerous work and the
              hours in  which  they  are  directly  engaged  In such  work  upon
              submission  of  each  payroll   record  to  DLS.  The   Contractor
              understands  that failure to provide this  documentation  prior to
              DLS'  payroll  audit will  result in a waiver of the  Contractor's
              right to exclude  such work from DLS  computations  regarding  the
              number of trainee hours required.



<PAGE>
LABOR AND MATERIAL
December 5, 1995

                                 INSURANCE RIDER


PROJECT:                  Louis Vuitton NA Office
                          Tower East 57th Street
                          New York1 New York

TRADE:            Structural Steel/Metal Deck

INSURANCE

Prior to  commencement of any work under this Contract and until all obligations
under  this  contract  are   fulfilled,   the  Contractor  and  each  and  every
Subcontractor  of the  Contractor  shall,  at its  sole  expense1  maintain  the
following  Insurance  on  its  own  behalf,  and  furnish  to the  Owner  and/or
Construction  Manager,  certificates of insurance evidencing same and reflecting
the effective date of such coverage as follows:

                      Theterm "Contractor"  'and/or  "Subcontractor"' as used In
                         this   Insurance   rider,   shall   mean  and   Include
                         Contractors and Subcontractors of every tier.

A.         Workers Compensation and Occupational Disease Insurance in accordance
           with the applicable law or laws:  Employer's Liability Insurance with
           Limit of  Liability  of at least  Five  Hundred  Thousand  ($500,000)
           Dollars.

          The Contractor shall provide a copy of the "Employer's First Report of
          Injury" or its equivalent to Tishman  Construction  Corporation of New
          York,  666 Fifth  Avenue New York,  New York  10101,  Attn:  Insurance
          Department,  within  thirty  (30) days of any Injury or Illness to any
          employee of the  contractor  arising out of, or alleged to have arisen
          out of or during the course of work performed on this project.

B.         Commercial  General  Liability  with a  combined  Bodily  Injury  and
           Property  Damage limit of not less than TEN Million  ($10,000,000.00)
           Dollars per occurrence  and In the  aggregate.  The aggregate must be
           applicable  on  a  per  project  basis.  Coverage  must  include  the
           following perils: (The limit may be provided through a combination of
           Primary and Umbrella/Excess Liability policies).

     1. Contractual  Liability for liability assumed under this Contract and all
other Contracts relative to the project.

     2.  Completed  Operations/Products  Liability with a two (2) year extension
beyond completion and acceptance of the project

     3. Broad Form Property Damage

     4. "XC&U" Perils, where applicable

     5. Personal Injury Liability (A, B, & C)

     6. Independent Contractors

     7. Endorsement (CG2O1O or its equivalent) must be furnished  reflecting the
inclusion of the interests of Starre Realty, 1896 Corp.; R.L.J. Associates, L.P.
 .; AEZ  Corporation;  Louis Vuitton NA, Inc.;  Groupe George V; Metropole Realty
Advisors, Inc.; NTX Interiors,  Inc. and Tishman Construction Corporation of New
York, and their respective parent companies,  corporations  and/or  partnerships
and their owned,  controlled,  affiliated,  associated and subsidiary companies,
corporations,  and/or  partnerships  and  the  respective  agents,  consultants,
principals. partners, servants, officers, stockholders,  directors and employees
of each and all other Indemnitees named In the Contract as Additional insured:.

     8. Coverage Is to be endorsed to reflect that the Insurance  provided is to
be  primary  for the  Contractor,  Owner,  Construction  Manager  and all  other
Indemnitees named In the Contract.

     9.  Coverage  is to be  provided  on an  "occurrence"  basis with  carriers
licensed  and  admitted  to do  business  in the State of New York or  otherwise
acceptable to the Owner and Construction Manager.

     10. A Copy of the  policy  and/or  endorsement(s)  and any other  documents
required to verify  such  insurance  are to be  submitted  with the  appropriate
certificate(s),  or upon the request of Tishman Construction  Corporation of New
York.

     C. Commercial Automobile Liability Insurance covering the use of all Owned,
Non-Owned,  and Hired Vehicles with a combined Bodily Injury and Property Damage
Limit of at least One MillIon  ($1,000,000)  Dollars.  Automobile Insurance must
include all additional insureds.



<PAGE>
Vuitton NA 

LABOR AND MATERIAL
                                                                 December 5,1995

D. Where an Off Project Site Property  exposure  exists,  the  Contractor at its
sole expense shall furnish to the Owner and/or Construction Manager Certificates
of Insurance and other required documentation  evidencing the following coverage
which shall  provide  for the  Interests  of Starre  Realty,  1896 Corp.;  R.LJ.
Associates,  L.P.;  AEZ  Corporation;  Louis Vuitton NA, Inc.;  Groupe George V;
Metropole Realty Advisors,  Inc.; NTX Interiors,  Inc. and Tishman  Construction
Corporation of New York to be named as Lois Payees and shall contain a provision
requiring the Insurance  carriers to waive their rights of  subrogation  against
all Indemnitees named In the contract.

"All Risk" Property Insurance on all materials1  equipment and supplies intended
to become a permanent part of the construction  stored on premises away from the
project site and while in transit, until actually delivered to the project site.
Coverage  is to be  provided  a  replacement  cost  basis.  Contractor  shall be
responsible for all deductibles.

E. The above Insurance shall each contain the following wording verbatim:

"Starre Realty, and Tishman Construction  Corporation of New York are interested
in the  maintenance  of this insurance and It is agreed that this Insurance will
not be  canceled1  materially  changed or not renewed  without at least a thirty
(30) day prior  advance  written  notice to Louis  Vuitton NA, Inc. 130 East 5~h
Street,  New York,  New York Attn:  Franklin  Dickinson,  Director  and  Tishman
Construction  Corporation  of New York,  666 Fifth  Avenue,  New York,  New York
10103,  Attn:  insurance  Department,  and Metropole Realty Advisors,  Inc., 681
Fifth Avenue,  9th Floor,  New York, New York 10022,  Attn:  Robert  Siegel,  by
certified mall - return receipt requested."

F. The amount of insurance  contained  In  aforementioned  Insurance  coverages,
shall not be construed to be a  limitation  of the  liability on the part of the
Contractor or any of their Subcontractors.

G. The Contractor shall file certificates of insurance prior to the commencement
of work and/or payment with the Owner and/or Construction Manager which shall be
subject  to the  Owner  and  Construction  Manager's  approval  of  adequacy  of
protection and the satisfactory character of the Insurer.

In the event of failure of the Contractor to furnish and maintain said insurance
and to furnish  satisfactory  evidence thereof.  the Center and/or  Construction
Manager shall have the right (but not the  obligation)  to take out and maintain
the same for all parties on behalf of the  Contractor  who agrees to furnish all
necessary  information  thereof and to pay the cost  thereof to the Owner and/or
Construction Manager immediately upon presentation of a bill.

H. Prior to  commencement  of any work under this Contract and until  completion
and final acceptance of the work, the Owner at its sole expense will provide and
maintain the following  insurance  for itself,  Contractors  and  Subcontractors
performing work or services In connection with the project.

"All Risk" Property  Insurance on the project and all  materials,  equipment and
supplies located at the project site which are to become a permanent pert of the
construction, while awaiting erection and until completion of erection. Coverage
is provided on a replacement cost basis.

NOTE:     In addition to the standard policy exclusions:
1. No coverage is provided for Temporary  Structures and Contractor's  Tools and
Equipment  

2. No  coverage  is  provided  for  losses  resulting  from Flood and
Earthquake.

3. No coverage is provided for any material, equipment, or supplies located away
from or in transit to the project site.  4. All covered  losses are subject to a
$(10.000.O0)  deductible  which shall be the  responsibility  of the contractor,
where applicable.

I. Any type of insurance or any  Increase of limits of liability  not  described
above which the  Contractor  requires  for its own  protection  or on account of
statute shall be its own responsibility and at its own expense.

J. The carrying of the insurance  described  shall in no way be  interpreted  as
relieving the Contractor of any responsibility of liability under this Contract.

K. Any  policies  effected  by the  Contractor  on  their  Owned  and/or  Rented
Equipment  and  Materials  shall  contain a provision  requiring  the  insurance
carriers to waive their  rights of  subrogation  of Starre  Realty,  1896 Corp.;
R.LJ. Associates, LP.; AEZ Corporation; Louis Vuitton NA, Inc.; Groupe George V;
Metropole Realty Advisors,  Inc.; NTX Interiors,  Inc. and Tishman  Construction
Corporation of New York and all other indemnitees named in the Contract.

L. Should the Contractor engage a Subcontractor,  the same conditions will apply
under this contract to each Subcontractor,  however,  the Subcontractor shall be
required  to  maintain  limits  of  liability  of  not  less  than  One  Million
($1,000,000)  Dollars  per  occurrence  and In the  aggregate,  with said limits
applicable on a per project basis,  or such greater limits as may be required by
the Contractor.