SUBCONTRACT AGREEMENT

                STRUCTURAL STEEL/METAL DECK/SELECTIVE DENIOLITION
                                 TRADE CONTRACT

                       BETWEEN LEHRER McGOVERN BOVIS, INC.

                                        &

                          U.S. BRIDGE OF NEW YORK, INC.

                       GRAND CENTRAL TERMINAL RESTORATION
                                   RETAIL AREA











<PAGE>
Agreement made this 15th day of May 1996 by and between LEHRER  McGOVERN  BOVIS,
INC.,  with an  office  at 200 Park  Avenue,  New York,  New York  10166  herein
"Contractor")  and US Bridge of New York Inc.  with an office at 53~9 97th Place
Corona.  New York l 1368  herein  "Subcontractor").  The  Owner  is Metro  North
Commuter  Railroad , with an office located at 347 Madison  Avenue.  New York NY
10017 herein "Owner").  The Developer is Grand Central Terminal  Venture.  Inc.,
with an  office  located  at 220 East  42nd  Street  New  York NY  10017  herein
Developer"). Contractor has been engaged by Developer regarding the construction
of a project generally described in Paragraph 1 hereof (11erein the "Project").

Contractor  herewith  engages   Subcontractor  to  perform  the  work  generally
described  in  Paragraph 3 hereof and  Paragraph 1 10 of the General  Conditions
attached hereto herein, collectively,  the "Work").  Subcontractor hereby agrees
to perform the Work in accordance  with all the documents set forth in Paragraph
5 hereof (11erein the "Contract Documents").


         1.
The Project is the Grand Central Terminal Restoration I Retail at a site located
at Grand Central Station New York.


         2.      The "Architect/Engineer" is the firm of Beaver Blinder Belle 41
                 East  l  Th  Street  New  York  NY  10003  I  Goldman  Coneland
                 Associates Ii West 19th Street New York NY 10011


                 The   Subcontractor   shall  provide  and  furnish  all  labor,
                 materials, tools, supplies,  equipment,  services,  facilities,
                 supervision,  administration, and all the items required by the
                 Contract Documents for the proper and complete  performance and
                 acceptance of the following Work in strict  accordance with the
                 Contract Documents:

        Structural Steel Metal Deck Selective Demolition Work for Retail

         4.
The  Subcontractor  shall be paid for the  Work the sum of Three  Million  Three
Hundred & Nine  Thousand  &  Thirty-three  DOLLARS  (S 3 309 033 00 I herein the
"Contract  Price").  payment SHALL BE MADE ONLY FROM FUNDS ~HICH  CONTRACTOR HAS
ACTUALLY  RECEWED IN HAND F~OM THE  DEVELOPER  AND  DESTGNATED  BY DEVELOPER FQR
DISBURSE~NT TO SUBCONTRACTOR.  SUBCONTRACTOR AGREES TO LOOK SOLELY TO SUCH FUNDS
FOR PAYMENT.  SUBCONTRACTOR ~~~ERSTANDS AND AGREES THAT CONTRACTOR SHALL HAVE NO
LIABILITY OR  RESPONSIBILITY  FOR ANY REASON  WHATSOEVER  FOR ANY AMOUNTS DUE OR
CLA~ED TO BE DUF TO  SUBCONTRACTOR  EXCE?T TO THE  EXTENT  THAT  CONTRACTOR  ~AS
ACTUALLY RECEIVED FUNDS FROM DEVELOPER  SPECIHCALLY  DESIGNATED FOR DISBURSEMENT
TO  SUBCONTRACTOR  STIBCONTRACTOR  ACKNOWLEDGES  THAT  CONTRACTOR  HAS  MADE  NO
REPRESENT~ONS OR WARRANTIES REGARDING DEVELOPER'S FTNANCTA~.  ABILITY TO PERFORM
THE  SUBCONTRACTOR  REPRESENTS THAT IT HAS INSPECTED THE PROJECT AND HAS S~SFIED
ITSELF AS
<PAGE>
           TO THE  CONDITION  THEREOF  AND  THAT  THE  CO~CT  PRICE  TS JUST AND
           REASONABLE  CONIPENS~ON FOR ALL THE WORK AND FOR The  SUBCONTRACTOR'S
           ASSUMPTION OF THE RISK OF ALL FORESEEN AND UNFORESEEN RISKS HA7ART)S.
           AND DWFTCULTIES TN CONNE~ON with TFTF
           PERFORMANCE OF THE WORK.

5. The Contract Documents, sometimes hereinafter referred to collectively as the
"Contract", are listed below and shall constitute the Contract.


     This Subcontract

     General Conditions

     - Special Conditions

     - The  Drawings  and  Specifications  listed on Exhibt A Exhibit B (general
scope of Subcontractor's Work) consisting of pages

     Exhibit C (Insurance Requirements) consisting of five pages

     exhibit D (Unit Prices)  consisting of 3 pages (Note:  the setting forth of
unit prices shall not be construed to require Contractor to engage Subcontractor
to perform the work for which unit prices are listed)

     Exhibit E (Alternates) consisting of page


     - Exhibit F (Bonding  Requirements  and Sample Bond Forms)  consisting of ~
pages

     - Exhibit G (MBE/WBE/ Affirmative Action Requirements

     - Exhibit K (Tax Exemption)

          The Subcontractor is bound by the terms of all Contract Documents.


6.       Subcontractor shall furnish performance, and labor and material payment
         bonds for one hundred percent (100%) of the Contract Price,  said bonds
         to be in  form  and  with  sureties  satisfactory  to  Contractor.  The
         premiums on such bonds shall be paid by Subcontractor  and are included
         in the Contract Price.


7.       TT~1tE  IS OF THE  ESSENCE  in the  commencement  of the  Work  and the
         performance of the Contract and the Work. Subcontractor shall be liable
         for all direct and consequential  damages arising out of any failure to
         perform the Work in  accordance  with the terms and  provisions  of the
         Contract.


8.       Subcontractor  acknowledges that it has reviewed the Contract Documents
         and  accepts  them  with  full  responsibility  and  liability  for the
         performance  thereof,  and neither Owner nor  Developer nor  Contractor
         shall have responsibility or liability for the performance of the Work.


9.       Notices,  demands or requests shall be in writing,  delivered in person
         or mailed by registered or certified mail,  postage prepaid,  or by the
         sending  of a  telegram  addressed  to  the  parties  hereto  at  their
         addresses above stated.  Notices to the  Subcontractor  shall be to the
         attention of John Bauer and to Contractor  shall be to the attention of
         its President and the person whom Contractor  designates as the Project
         Manager.


<PAGE>
                  10.    The Contract  constitutes the entire agreement  between
                         the  parties.  Subcontractor  agrees  that  any  Claims
                         against  Contractor,  irrespective of an alleged breach
                         by  Contractor   of  the  Contract,   shall  be  based,
                         nonetheless,  upon the Contract and the Contract Price,
                         and shall in no event be based  upon an  asserted  fair
                         and reasonable value of the Work performed.


                  11.    No  representations  or other agreements have been made
                         other than as set forth in the Contract,  which may not
                         be changed,  nor any term or provision  thereof  waived
                         except  in   writing   signed  by   Contractor's   duly
                         authorized agent or officer.

                  12.    If Subcontractor is a partnership, limited partnership,
                         association  or joint  venture,  the separate  entities
                         which  comprise  Subcontractor  shall  be  jointly  and
                         severally  bound by the  terms  and  conditions  of the
                         Contract Documents,  and shall be jointly and severally
                         liable  to  Contractor,  Developer  and  Owner  for any
                         failure to perform the Work in strict  accordance  with
                         the Contract Documents.


                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and year first written above.

U.S. Bridge of New York. Inc.



Subcontractor

[Optional - to be used if Subcontractor is a Joint Venture]


By:
Name:
Title:
<PAGE>
                           LEHRER MCGOVERN BOVIS, INC.

                               GENERAL CONDITIONS


<PAGE>
                                      INDEX
<TABLE>
<CAPTION>

<S>                                                                                                                        <C>
ARTICLES                                                                                                                   PAGE
ARTICLE 1   DEFINITIONS                                                                                                        1
ARTICLE 2  SUBCONTRACTOR'S CONTRACT DOCU~~IENTS                                                                                2

ARTICLE 3  ARCHITECT/ENGINEER; CO~~1UNICATIONS; COVERING/UNCOVERING
                   THE WORK/CUTTING AND PATCHING                                                                               4
ARTICLE 4          ACCESS                                                                                                      5
ARTICLE 5          SUBCONTRACTOR'S RESPONSIBILITIES                                                                            5
ARTICLE 6          DEFAULT OF SUBCONTRACTOR                                                                                    9
ARTICLE 7          LEGAL REQUIREMENTS/SIMILAR MATTERS                                                                         10
ARTICLE 3          BUILDINGS MATERLLLS/EQUIPMENT/PROCESSES                                                                    11
ARTICLE 9          TESTING/INSPECTIONS                                                                                        12
ARTICLE 10         GUARANTEES                                                                                                 13
ARTICLE 11         INDEMNIFICATION                                                                                            13
ARTICLE 12         INSURANCE/BONDS                                                                                            14
ARTICLE 13         TIME IS OF THE ESSENCE/SUBCONTRACTOR'S PROSECUTION OF THE
                   WORK/DELAY/OVERTIME                                                                                        15
ARTICLE 14         SHOP DRAWINGS AND SAMPLES                                                                                  16

ARTICLE 15 PROTECTION/SAFETY AND ACCIDENT PREVENTION/CQNSTRUCTION
                   PRACTICES AT THE SITE                                                                                      13
ARTICLE 16         CORRECTION OF WORK                                                                                         19
ARTICLE 17         ACCEPTANCE OF THE WORK/EARLY OCCUPANCY                                                                     20
ARTICLE 18         PAYMENTS/NO LIENS                                                                                          20
ARTICLE 19         CHANGE ORDERS/CLAIMS FOR EXTRA COST/TIME EXTENSIONS                                                        23
ARTICLE 20         TE~MINATION BY CONTRACTOR                                                                                  25
ARTICLE 21         COOPERATION WITH LENDERS                                                                                   25
ARTICLE 22         SURVTVING PROVISIONS                                                                                       26
ARTICLE 23         CAPTIONS                                                                                                   26
ARTICLE 24         SEVERABILITY                                                                                               27
ARTICLE 25         ASSIGNMENT                                                                                                 27
ARTICLE 26         NOWAIVER                                                                                                   27
ARTICLE 27         APPLICABLE LAW                                                                                             27

</TABLE>

<PAGE>
ARTICLE 1. DEFINITIONS

     1.1  The  "Contract  Documents"  consist  of the  documents  set  forth  in
Paragraph 5 of the Subcontract  Agreement to which these General  Conditions are
appended,  and any and all  modifications,  addenda and amendments thereto which
may be furnished to Subcontractor from time to time.

     1.2 The terms "Contract" and "Contract  Documents" are used interchangeably
herein and are identical in meaning.

     1.3 The  "Contract  Price  is the  sum  set  forth  in  Paragraph  4 of the
Subcontract Agreement.

     1.4 BY EXECUTING THE SUBCONTRACT  AGREEMENT,  SUBCONTRACTOR  REPRESENTS AND
WARRANTS TO DEVELOPER AND TO CONTRACTOR  THAT (i)  SUBCONTRACTOR  IS AND WILL BE
FINANCL~ILY  RESPONSIBLE AND HAS AND WILL HAVE SUFFICIENT  LIQUIDITY TO MEET ITS
ELNANCIAL  RESPONSIBILITIES  UNDER THE  CONTRACT  AND FOR ALL OTHER  PROJECTS IN
WHICH  SUBCONTRACTOR  IS OR  MAY  BECOME  IN  ~VOLVED:  (ii)  SUBCONTRACTOR  HAS
CAREFULLY EXA~IINED THE DRAWINGS,  SPECIFICATIONS AND ASSOCIATED DOCU\~IENTS AND
HAS VISITED AND EX~MINED THE SITE,  OR DEEMS SUCH VISIT AND  EX~NIINATION  TO BE
UNNECESSARY;  (iii)  FROM  SUBCONTRACTOR'S  I~~'ESTIGATION,   SUBCONTRACTOR  HAS
SATISFIED ITSELF AS TO THE NATURE AND LOCATION OF THE PROPOSED WORK, THE GENERAL
AND LOCAL  CONDITIONS,  AND ALL MATTERS  WHICH MAY IN ANY WAY AFFECT THE WORK OR
ITS  PERFORMANCE;  (iv) THE WORK,  WHEN  CO~LETED,  WILL  COMPLY  FULLY WITH ALL
APPLICABLE BUILDING AND SAFETY CODES, REGULATIONS AND CONSTRUCTION  REQUIREMENTS
IMPOSED OR ENFORCED BY ANY GOVERNMENTAL AGENCIES AND IN EXISTENCE ON THE DATE OF
EXECUTION  OF THIS  AGREEMENT,  WITHOUT  REGARD  TO ANY  ERRORS,  ONIISSIONS  OR
DEFICIENCIES  IN THE DRAWINGS AND  SPECIFICATIONS  AND (v)  SUBCONTRACTOR  FULLY
UNDERSTANDS  THE  INTENT  AND  PUPPOSE  OF THE  CONTRACT  DOCUMENTS.  CLAIMS FOR
ADDITIONAL  COMPENSATION  AND/OR  EXTENSION OF TIME RELATING TO  SUBCONTRACTOR'S
NON-COMPLIANCE  WITH ITS REPRESENTATIONS AND WARF~TIES IN THE PRECEDING SENTENCE
WILL NOT BE ALLOWED.

     1.5 The term  "Owner"  means the entity so  designated  in the  Subcontract
Agreement.

     1.5.1  The  term  "Developer"   means  the  entity  so  designated  in  the
Subcontract Agreement.

     1.6 The term "Contractor" means the entity so designated in the Subcontract
Agreement.

     1.7  The  term   "Other   Subcontractors"   means   Subcontractors   and/or
sub-subcontractors     other    than    Subcontractor    and     Subcontractor's
sub-subcontractors, irrespective of tier.

     1.8 The term  "Architect/Engineer"  means the entity so  designated  in the
Subcontract  Agreement and also includes  Architect/Engineer's  representatives;
Developer's,  Owner's or  Architect/Engineer's  consultants;  and Developer's or
Architect/Engineer's engineering firms and their successors arid assigns.

     1.9 The term  "Subcontractor"  means  the  individual,  partnership,  firm,
corporation or business entity who or which has signed the Subcontract Agreement
as  Subcontractor.  The term also includes  Subcontractor 5  subcontractors  and
suppliers irrespective of tier.


<PAGE>
     1.10 The term "Work" means: the furnishing of all labor and/or materials by
Subcontractor,  at or for  the  benefit  of  the  Project;  unless  specifically
excepted,  the furnishing by  Subcontractor of all equipment,  supplies,  plant,
tools, scaffolding,  transportation,  superintendent,  inspections and temporary
construction of every nature; that which is to be produced and supplied pursuant
to the Contract;  and the obligation of Subcontractor to visit the Project site,
and to fully  acquaint and  familiarize  itself with the site,  surrounding  and
subsurface  conditions  and the character of the  operations to be carried on at
the site, and make such  investigations  as Subcontractor may deem fit or as may
be prudent  for  Subcontractor  to fully  understand  the  facilities,  physical
conditions and restrictions attending the Work.

     1.11 The term "Other Work means the work of Other Subcontractors.

     1.12  The  term   "Project"   is  the  total   construction   designed   by
Architect/Engineer of which the Work is a part.

     1.13 The term "days" means calendar days unless otherwise stated.

     1.14 The term "Legal  Requirements"  means any and all requirements of law,
code, permit, regulation, rule, order, judgment, decree, ordinance, or provision
of any  federal,  state,  or  local  government,  agency,  authority,  or  court
pertaining to the Work, the Project, or the Contract.


ARTICLE 2. SUBCONTRACTOR'S CONTRACT DOCUMENTS


2.1
              The  Contract  Documents  are  complementary  and are  intended to
              include and imply all items required for the proper  execution and
              completion  of  the  Work.  Any  item  of  Work  mentioned  in the
              Specifications  and not  shown  on the  Drawings,  or shown on the
              Drawings  and  not  mentioned  in  the  Specifications,  shall  be
              provided as if shown and mentioned in both.

2.2
              The Drawings and Specifications are to be treated by Subcontractor
              as "scope"  documents  which  indicate  the  general  scope of the
              Project in terms of the architectural  design concept, the overall
              dimensions,  the  type  of  structural,   mechanical,  electrical,
              utility,  and other systems, and an outline of major architectural
              elements. As "scope" documents, the Drawings and Specifications do
              not  necessarily  indicate or describe all items  required for the
              full  performance and proper  completion of the Work. The Contract
              is let with the understanding that Subcontractor is to furnish for
              the Contract Price all items required for proper completion of the
              Work.  Subsequent  Drawings  and  Specifications  which  may  more
              completely detail certain  requirements of the Work may be issued,
              at the  option  of the  Architect/Engineer,  for  the  purpose  of
              construction,  but there is no obligation to issue such additional
              documents.

2.3
              The Work shall be first class and be in  accordance  with the best
              standards  of the  construction  industry  in the city  where  the
              Project  is  located.   Subcontractor  shall  be  responsible  for
              providing a sufficient quantity of materials,  parts and equipment
              for installation of all items of the Work indicated,  described or
              reasonably inferable from the Contract Documents.

2.4
The Specifications  generally describe Work which cannot be readily indicated on
the Drawings, such as types, qualities and methods of installation for materials
and  equipment.  It is not  intended  to  describe  every  item  of  Work in the
Specifications  which can be shown on the  Drawings  nor to show on the Drawings
all items of Work  which can be  described  in the  Specifications  even if such
items are


<PAGE>
              of such nature that they could have been shown on the  Drawings or
              described in the  Specifications.  All materials and labor for the
              Work  which  are  shown  on  the  Drawings  or  described  in  the
              Specifications or are inferable  therefrom as necessary to produce
              a finished job shall be provided by Subcontractor.

2.5
              The   Specifications   are  separated  into  titled  sections  for
convenience only and not to suggest the trade or craft involved.

2.6
              Where  "as  shown",  "as  indicated",  "as  detailed"  or words of
              similar import are used,  reference is made to the Drawings unless
              otherwise  stated.  Where  "as  directed",   "as  required",   "as
              permitted", "as authorized",  or words of similar import are used,
              the direction, requirement, permission,  authorization,  approval,
              acceptance or selection by Contractor is intended unless otherwise
              stated.  "Provide"  means  "provide  complete in place',  that is,
              furnish and install, ready for operation and use.

2.7
              Any reference to standard specifications of a society,  institute,
              association  or  governmental  authority  is a  reference  to  the
              standard specifications of such organization that are in effect at
              the date of Subcontractor's  bid. If such standard  specifications
              are revised  prior to  completion of any part of the Work to which
              such revision would pertain,  Subcontractor  may, if acceptable to
              Contractor,  perform  such  work in  accordance  with the  revised
              standard specifications.

2.8
              The standard  specifications referred to above, except as modified
              in the Specifications,  shall have full force and effect as though
              printed  in  the  Specifications.  The  manufacturers  and  trades
              involved   are   assumed  to  be  familiar   with  such   standard
              specifications.   Architect/Engineer  will  furnish,  on  request,
              information  as to how copies of  standard  specifications  may be
              obtained.

2.9
In the event there is a discrepancy between the various Contract Documents,  the
following order of priority will be used:

               2.91      Exhibits to the Subcontract Agreement; however, nothing
                         in Exhibit B shall vary the Drawings and Specifications
                         and/or the General  Conditions unless and to the extent
                         that it is  explicitly  stated  in  Exhibit  B that the
                         Drawings   and   Specifications   and/or  the   General
                         Conditions are varied;

               2.9.2     Subcontract Agreement;

               2.9.3     General Conditions;

               2.9.4     Drawings and Specifications;

               2.9.5     If the  discrepancy  is between  the  Drawings  and the
                         Specifications, or within the Specifications, or within
                         the Drawings,  then the discrepancy  shall be submitted
                         to Contractor. The general rule for interpretation will
                         be that the  discrepancy  will be  resolved in favor of
                         providing  the better  quality or greater  quantity  of
                         work and/or materials. The decision of Contractor as to
                         which  of the  conflicting  requirements  shall  govern
                         shall be final,  and  Subcontractor  shall  perform the
                         Work in  accordance  with such decision and without any
                         change in the Contract  Price.  Contractor  may solicit
                         the advice of  Architect/Engineer  under  Paragraph 3.2
                         hereof.

     2.10  Dimensions  shall  not  be  determined  by  scale  or  rule.  Figured
dimensions shall be followed.  If figured dimensions are lacking,  they shall be
supplied by Architect/Engineer on Subcontractor's


<PAGE>
              request made to the Contractor.  Subcontractor  is responsible for
              coordinating the Drawings and Specifications with field conditions
              and   reporting   to   Contractor   and   Architect/Engineer   any
              discrepancies.

2.11
              All copies of  Drawings  and  Specifications  are the  property of
              Owner and Developer and are not to be used on any other  projects.
              The Drawings and  Specifications  are to be returned to Contractor
              on  its  request.  Drawings,   specifications,  and  other  design
              documents  prepared by the  Architect/Engineer  and copies thereof
              furnished to the Subcontractor, are for use solely with respect to
              this Project.  They are not to be used by  Subcontractor  on other
              projects or for additions to this Project outside the scope of the
              Work  without  the  prior  written   consent  of  Contractor   and
              Developer.

2.12
Subcontractor  shall take field  measurements  and verify field  conditions  and
compare  such  field  measurements  and  field  conditions  with the  Plans  and
Specifications  before  activities are  commenced.  Errors,  inconsistencies  or
omissions  discovered are to be reported to Contractor at once. Any work done by
the  Subcontractor  with  respect to any  portion of the Work  affected  by such
error,  discrepancy,  conflict,   misunderstanding,   or  variance  will  be  at
Subcontractor 5 own risk and Subcontractor shall bear all costs and loss arising
therefrom.  Nothing in this paragraph  shall modify or compromise any warranties
and representatives made by Subcontractor in the Contract Documents.



     ARTICLE  3,  ARCHJTECT/ENGINEER:   COMMUNICATION  COVERING  UNCOVERING  THE
WORK/CUTTING AND PATCHING

     3.1 NEITHER ARCHITECT/ENGINEER NOR CONTRACTOR.  OWNER OR DEVELOPER SHALL BE
RFSPONSTBLF FOR:  CONSTRUCTION MEANS METHODS TECHN'OUES SEOUENCES OR PROCEDL'RFS
OF SUBCONTRACTOR:  SAFETY PRECAUTIONS AND PROGRAMS OF ST;BCONTRACTOR THE ACTS OR
OMISSIONS OF SUBCONTRACTOR OR THE FAILURE OF SUBCONTRACTOR TO CARRY OUT THE WORK
IN ACCORDANCE WITH THE CONTRACT DOCUMENTS

     3.2 Unless Developer otherwise determines,  Architect/Engineer shall be, in
the  first  instance,  the  interpreter  of  the  Drawings  and  Specifications,
excluding discrepancies therein (which are governed by Paragraph 2.9.5).

     3.3 If any  Work has  been  covered  contrary  to the  requirements  of the
Contract   Documents   or   to   the   specific   instructions   of   Developer,
Architect/Engineer  or  Contractor  before such Work has been  observed by them,
such  Work  shall,  upon  request  of  Contractor,  promptly  be  uncovered  for
observation  and/or  testing at  Subcontractor's  sole cost and expense,  and if
found not to be in  accordance  with the  Contract  Documents,  be replaced  and
recovered at Subcontractor's sole cost and expense.

     3.4 If any  Work has  been  covered  which  has not  been  required  by the
Contract Documents or by specific  instruction by Developer,  Architect/Engineer
or  Contractor  to be observed by  Developer,  Architect/Engineer  or Contractor
prior to being  covered,  Contractor or Developer may request to see the Work in
question and it shall be uncovered  promptly by  Subcontractor  as directed.  If
such Work is found to be in  accordance  with the  requirements  of the Contract
Documents?  Subcontractor  shall be reimbursed by Developer for the cost of such
uncovering and  recovering.  If such Work is found not to be in accordance  with
the Contract Documents, the cost of uncovering, replacement and recovering shall
be at the expense of Subcontractor.


<PAGE>
     3.5 Upon request of Contractor,  Subcontractor  shall place its engineering
personnel (or such  engineering  or consulting  firm as  Subcontractor  may have
engaged in connection with the Work) at Architect/Engineer's, Developer's and/or
Contractor's disposal for checking the Work. When layouts of the Project site or
Work are to be made, Subcontractor shall notify Architect/Engineer in reasonably
sufficient time so that Architect/Engineer may be present.

     3.6   Architect/Engineer   is  not   authorized  to  make  any  changes  or
modifications  in the  Contract  Documents  except for written  revisions of the
Drawings and Specifications approved by Developer.

     3.7  Subcontractor  shall be responsible  for all cutting and patching,  as
approved by Architect/Engineer or Contractor,  necessary for the installation of
the Work.  If  Subcontractor,  as part of the Work, is  responsible  for placing
sleeves and/or hangers and they are not placed in time or are improperly placed,
Subcontractor  shall be  responsible  at its expense for all resulting  forming,
drilling, and other corrective work required to be done to the Work and to Other
Work, including patching.

     All cutting,  fitting, patching and drilling by Subcontractor shall be done
promptly and so as to leave the Work and other Work in conditions and appearance
acceptable to Developer.

     3.9 Structural members shall not be cut except by written authorization and
pursuant to direction of Architect/Engineer.

     3.10 Permission to patch and/or repair any areas or items of Work and Other
Work shall not  constitute  a waiver of  Developer's  right to require  complete
removal and replacement of said areas or items of Work and/or Other Work, if, in
Developer's opinion, said patching or repair does not satisfactorily restore the
required quality and appearance of the Work and/or Other Work.

     3.11 All communications  between (i)  Architect/Engineer  and Subcontractor
and (ii) between Developer and Subcontractor shall be through Contractor.



                                ARTICLE 4. ACCESS

     Developer,  Architect/Engineer and Contractor, upon request, promptly shall
have access to the Work, whether at the Project, in storage or in manufacture or
preparation.  Subcontractor  shall provide  proper and safe  facilities for such
access  and for  inspection  at the  Project  site,  at the place of  storage or
elsewhere.



                   ARTICLE 5. SUBCONTRACTOR1S RESPONSIBILITIES

Subcontractor agrees, in addition to all other responsibilities and duties under
the Contract:

     5.1 To  carefully  study and  compare,  one with the other,  all  Drawings,
Specifications  and  other  instructions  and  at  once  report  in  writing  to
Contractor   any  error  or  omission   (including   variance   from  any  Legal
Requirements);  and to  subsequently  proceed with the Work in  accordance  with
instructions from Contractor concerning such error, omission, or variance.

     5.2 To use all  necessary  means to discover  and to notify  Contractor  in
writing of any defect in Other Work upon which the  satisfactory  performance of
the Work may depend, and to allow a reasonable


<PAGE>
     amount of time for remedying such defects. If Subcontractor  should proceed
with  the  Work,  Subcontractor  shall be  considered  to have  accepted  and be
responsible for such Other Work unless over  Subcontractor's  written objection,
Subcontractor  shall  have  proceeded  pursuant  to  written  instructions  from
Contractor.

     5.3 To submit to  Contractor  promptly upon its request,  information  with
respect to the names,  responsibilities  and titles of the principal  members of
Subcontractor's staff.

     5.4 To furnish, at Subcontractor's expense, sufficient temporary facilities
and shanties, material storage rooms, field offices, etc., which shall be placed
in locations  designated by Contractor.  When it becomes  necessary,  due to the
progress  of  the  Project,  for  Subcontractor  to  relocate  such  facilities,
shanties,  rooms,  and/or  offices,  Subcontractor  will do so in an expeditious
manner and at no additional cost. Shanties,  storage rooms, field offices, etc.,
shall be equipped  with fire  extinguishers  and shall be of fireproof  material
only, such as concrete, gypsum block, rated drywall, or sheet metal.

     5.5 To pay:  Contractor's  charges for  hoisting;  costs of repair to Other
Work  attributable,  in  whole  or in  part,  to  the  fault  or  negligence  of
Subcontractor;  and  Contractor's  charges for removal of rubbish  attributed by
Contractor to  Subcontractor,  and any cleanup related to  Subcontractor  or the
Work.

     5.6  To  comply  with  all  Legal  Requirements;  to  appear  at  hearings,
proceedings  or in  court  in  respect  of  such  compliance  or in  respect  of
violations  or claimed  violations  of Legal  Requirements;  to pay any fines or
penalties  imposed for said  violations;  and to pay all legal  fees,  fines and
penalties  incurred by or imposed upon Owner,  Developer,  Contractor  and Other
Subcontractors  relating to  Subcontractor's  compliance.  violations or claimed
violations.  Without  limiting  the  foregoing,  Subcontractor  will  appear  at
hearings, proceedings and/or in court and consent to its substitution as a party
defendant in respect of all summonses and claimed  violations  arising Out of or
relating to the Work.

     Not to display on or about the Project  site any sign,  trademark  or other
advertisement.

     5.8 That before any subcontractor or supplier is employed by Subcontractor,
the name of such  subcontractor  or supplier  shall be  submitted  in writing to
Contractor, and no subcontractor or supplier shall be employed unless acceptable
to Contractor.  Each  subcontractor  and supplier shall be bound by all Contract
Documents to the same extent and with the same effect as if the subcontractor or
supplier were the Subcontractor.  Subcontractor  shall cause  subcontractors and
suppliers  to comply with all the  Contract  Documents.  Subcontractor  shall be
responsible  for all the acts,  omissions,  work,  material and equipment of its
subcontractors  and  suppliers  and all persons  either  directly or  indirectly
employed by any of them.

     5.9 That in the event of any  dispute as to whether  any item or portion of
the  Project  work  is  within  the  scope  of  the  Work  to  be  performed  by
Subcontractor or any dispute as to whether Subcontractor is entitled to an extra
payment, Subcontractor shall continue to proceed diligently with the performance
of the Work, the Contract,  and the disputed Work. The resolution,  by agreement
or otherwise,  of the disputed  Work,  shall be made between  Subcontractor  and
Contractor  with  reasonable  promptness,  subject  to  and  on  condition  that
Developer thereafter confirms the resolution and agrees to be liable for and pay
Subcontractor  the amount of any  agreed-upon  extra payment.  In no event shall
delay in such resolution excuse prompt performance by Subcontractor of the Work,
the Contract, and the disputed work.


<PAGE>
     5.10 To: (i) furnish a competent and adequate  staff and use its best skill
and  attention  for the proper  administration,  coordination,  supervision  and
superintendent  of the Work;  (ii) organize the procurement of all materials and
equipment  so that they will be  available  at the time they are  needed for the
Work; (iii) keep an adequate force of skilled workers on the job to complete the
Work in strict accordance with all requirements of the Contract Documents;  (iv)
maintain throughout the duration of the Work a competent  superintendent and any
necessary  assistants,  all of whom shall be acceptable to Contractor  and shall
not be changed without the consent of the Contractor; (v) enforce discipline and
order among Subcontractor's employees and not to employ at the Project any unfit
person or anyone not skilled in the task assigned;  (vi) provide  supervision by
experts in all aspects of the application of the materials,  equipment or system
being  fabricated  and  installed;  and (vii)  submit to  Contractor  the names,
responsibilities and titles of the principal members of Subcontractor's staff.

     5.11  That  directions  given to  Subcontractor's  superintendent  shall be
binding upon Subcontractor.

     5.12 Not to assign nor sublet the  Contract  as a whole,  not to assign any
monies  due or to become  due  under the  Contract,  without  the prior  written
consent of Contractor.  Any such  assignment or subletting of the Contract or of
monies due under the Contract  without the prior  written  consent of Contractor
shall be void,  and the purported  assignee shall acquire no rights in, under or
to the Contract or monies.

     5.13 To afford Other Subcontractors reasonable opportunity for introduction
and storage of their materials and for the execution of Other Work.

     5.14 To give all notices and comply with all Legal Requirements relating to
the terms and  conditions  of  employment  of any  employee  who is  employed in
connection  with  the  Work,  including,   without  limitation,  the  applicable
provisions of the Fair Labor  Standards Act, the Fair  Employment  Practices Law
and the Equal Pay Act.

     5o15 Not to discriminate against any employee who is employed in connection
with the Work or applicant  for such  employment  because of age,  race,  creed,
color, sex, affection preference, ancestry, marital status, religion or national
origin.  Subcontractor  shall  take  affirmative  action  and  cause  all of its
respective  subcontractors to take affirmative action to afford equal employment
opportunities  without  discrimination  because of age, race, creed, color, sex,
affectional preference,  ancestry,  marital status, religion or national origin.
Such  action  shall  be  taken  with  reference  to,  but  not  be  limited  to,
recruitment,   employment,  job  assignment,   promotion,  upgrading,  demotion,
transfer, layoff, termination, rates of pay and other forms of compensation, and
selection for training, including apprenticeship and on-the-job training.

     5.16 To  comply  with  all  plans,  guidelines  and  policy  determinations
relating  to the  employment  of  minority  groups,  established  by any  public
authority,   trade  association,   or  any  other  organization   designated  by
Contractor.

     5.17 To obtain and pay for all  permits,  licenses,  governmental  fees and
certificates  of inspection  necessary for the prosecution and completion of the
Work.

     5.18 That if any Work is performed which is contrary to Legal Requirements,
to promptly make all changes as required and take all other corrective action to
comply therewith and pay all costs arising therefrom.


<PAGE>
     5.19 Subcontractor  acknowledges and agrees that pursuant to the tax exempt
status of the  Project,  no amount of New York State  sales or use taxes will be
included in the contract price for any goods and/or property that will become an
integral component of the Work.  Subcontractor shall pay, whenever assessed, all
applicable  federal,  and  local  taxes  on all  materials,  labor  or  services
furnished   by  or  through   Subcontractor   and  all  taxes   arising  out  of
Subcontractor's  operations,  which may be  imposed  upon or be  collected  from
Owner,  Developer or Contractor or become a lien against the Project as a result
of or arising out of the Work. Such taxes shall include,  but not be limited to,
occupational,  sales,  use,  excise,  old  age,  employee,  lease,  benefit  and
unemployment taxes, customs duties and all income, franchise,  license and other
taxes now in force or hereafter enacted.

     5.20  To pay  all  royalties  and  license  fees  applicable  to the  Work.
Subcontractor   shall   defend,    indemnify   and   hold   Owner,    Developer,
Architect/Engineer  and  Contractor  harmless  of,  from and against any and all
suits,  demands and claims for  infringement  of any patent rights except to the
extent that a particular design, process or product is specified in the Contract
Documents. The foregoing exception shall be inapplicable if Subcontractor had or
should have had reason to believe the design, process, or product infringed upon
a patent, and failed to give written notification to Contractor of same.

     5.21 That any review or consideration by Developer, Architect/Engineer,  or
Contractor  of  any  method  of  construction,  invention,  appliance,  process,
article,  device or material of any kind shall be for its general  adequacy  for
the Work and shall not be an approval  for the use thereof by  Subcontractor  in
violation of any patent or other rights of any third person.

     5.22 That if any  provision of the Contract  Documents  conflicts  with any
agreement among members of a trade association, or with a union or labor council
which  regulates  the work to be performed by a particular  trade,  to reconcile
such  conflict  without  delay or damage to Developer or to  Contractor.  In the
event the  progress  of the Work is delayed  by such  conflict,  Contractor  may
require that other  material or equipment of equal or better kind and quality be
provided at no additional cost to Developer.  This right of  substitution  shall
not limit other rights which Developer may have concerning such delay.

     5.23  To  employ  labor  that  is  compatible   with  the  labor  of  Other
Subcontractors;  to take all steps necessary to avoid labor disputes;  and to be
responsible  for any delays and  damages  to Owner or  Developer  caused by such
disputes.

     5.24  The  Subcontractor  shall  confirm  operations  at the  site to areas
permitted by law,  ordinances,  permits and the Contract  Documents,  and as set
forth in the  Special  Conditions  to the  Subcontract  shall  not  unreasonably
encumber the site with  materials and  equipment.  The  Subcontractor  shall not
perform any portion of the Work  outside the areas of the Project  Site owned or
controlled by Developer,  Owner or designated as part of the Project Site in the
Contract Documents unless  Subcontractor  gives thirty (30) days advance written
notice  to  Contractor,  and  Developer  is able to obtain  permission  from the
appropriate  parties to proceed  with the Work or to permit  access  pursuant to
Developer's  agreements  with the owners and/or tenants of said areas.  Any work
permitted  outside of the Site owned by Owner shall be  scheduled in a manner as
to  cause  or  occasion  a  minimum  of   inconvenience  or  disturbance  to  or
interference with the normal  operations of the Owner,  abutters and the public.
Subcontractor  shall  prosecute such  operations  expeditiously  and restore the
affected  area and other areas  needed for access to their  original  conditions
immediately upon completion of such operations unless otherwise specified.



<PAGE>
     6.1 An Event of Default on the part of  Subcontractor  shall occur upon the
happening of any one or more of the following events:

     6.1.1 a refusal or neglect by Subcontractor  to supply a sufficient  number
of skilled workers, a sufficient quantity of materials of the specified quality,
or a  sufficient  amount of  equipment,  parts,  and  Systems  of the  specified
quantity and performance requirement;

     6.1.2 a failure by  Subcontractor  to prosecute the Work with diligence and
promptness;

     6.1.3 an act or omission by Subcontractor which stops,  delays,  interferes
with, or damages the Work or any Other Work;

     6.1.4 any other  failure by  Subcontractor  to perform  any other terms and
conditions of the Contract;

     6.1.5 a  determination  by  Contractor  that the Work or any portion of the
Work is not being performed in accordance with the Contract;

     6.1.6 the  filing  by or  against  Subcontractor  of a  petition  under the
Bankruptcy Code or for other debtor or insolvency relief;

     6.1.7 the filing by or against  Subcontractor of proceedings in furtherance
of liquidation or dissolution;

     6.1.8 the acknowledgment by Subcontractor of insolvency;

     6.1.9 a determination by Contractor that  Subcontractor  has been acting or
failing to act in a manner that evidences financial  difficulties on the part of
Subcontractor; and/or

     6.1.10 the failure to pay any subcontractor  monies which Subcontractor has
been paid by Contractor.

     6.2 Upon the  happening of an Event of Default,  Contractor  shall have the
rights, in addition to any other rights and remedies provided by the Contract or
by law,  after five (5) days written  notice from  Contractor  to  Subcontractor
mailed, delivered, or telegraphed to the last known address of Subcontractor, or
after  such  shorter  period,  with  or  without  notice,  as may be  deemed  by
Contractor to be appropriate under the circumstances, to:

     6.2.1 cause to be performed or furnished, at Subcontractor's  expense, such
labor  and  equipment,   parts,  systems  and  materials,  and/or  to  incur  at
Subcontractor's  expense  such other  expenses  (including,  but not limited to,
legal fees) in respect of the Work and/or Event of Default as may be  necessary,
or deemed by Contractor  to be  advisable,  and to deduct the said expenses from
monies, if any, due or to become due to Subcontractor; and/or

     6.2.2 terminate the Project activities but not necessarily the Contract) of
Subcontractor  for all or any portion of the Work,  enter upon the Project site,
and take  possession,  for the purpose of completing the Work, of all materials,
equipment, scaffolds, tools, shanties, facilities,


<PAGE>
     in appliances and other items, all of which Subcontractor hereby transfers,
assigns and sets over to Contractor for such purpose; and/or

     6.2.3 employ, at Subcontractor's  expense, any person, firm, corporation or
Other Subcontractor to complete the Work, and provide at Subcontractor's expense
all labor,  Services,  materials,  equipment and other items required  therefor;
and/or

                     
     6.2.4 terminate the Contract and proceed, at Subcontractor's  expense as in
Subparagraphs 6.2.1, 6.2.2 and/or 6.2.3.

     6.3  Upon  the  happening  of an Event of  Default  and to  effectuate  the
provisions   of   Paragraph   6.2,   Contractor   may   engage   Subcontractor's
subcontractors and suppliers. Subcontractor shall not be entitled to receive any
further payment until the Work shall be wholly  completed to the satisfaction of
Contractor  and  Developer  and  shall  have been  accepted  by  Contractor  and
Developer,  at which time, if the unpaid balance,  if any, of the Contract Price
at the time of  Subcontractor's  default  shall  exceed  the costs and  expenses
incurred in completing the Work and curing Subcontractor's  default, such excess
shall be paid to Subcontractor; but if such costs and expenses shall exceed such
unpaid balance, then Subcontractor shall pay the difference to Contractor.  Such
costs and expenses shall include not only the cost of completing the Work to the
satisfaction  of the  Contractor  and Developer and of performing and furnishing
all labor, services, materials, equipment and other items required therefor, but
also all losses,  damages, costs and expenses,  whether direct or consequential,
including, without limitation, legal fees and disbursements, sustained, incurred
or suffered or to be sustained,  incurred or suffered by Owner, Developer and/or
Contractor by reason of or resulting from the Event of Default.

     6.4 In addition to all other rights which Contractor has under the Contract
Documents,  Contractor ~hal1 have the right to stop the Work upon the occurrence
of an Event of  Default.  Contractor's  right to stop the Work is in addition to
any and all other remedies available to Contractor and does not give rise to any
duty to exercise  this right for the benefit of the  Subcontractor  or any other
person or entity.

     6.5 Without  limitation,  an Event of Default shall not be deemed waived or
discharged by:

     6.5.1  action taken or not taken by  Contractor  or Developer in respect of
the occurrence giving rise to an Event of Default; and/or

     6.5.2 course of dealing by Contractor; and/or

     6.5.3 delay on the part of  Contractor  in  exercising  any right under the
Contract; and/or

     6.5.4 payment to Subcontractor; and/or

     6.5.5 inspection,  testing, or approval by Developer,  Architect, Engineer,
or Contractor of any portion of the Work.



                  ARTICLE 7. LEGAL REQUIREMENT/SIMILAR MATTERS


<PAGE>
     13  7.1   Subcontractor   shall  comply  with,  and  cooperate  with  Other
Subcontractors,  Contractor,  Architect/Engineer,  and/or Developer in complying
with Legal Requirements,  including but not limited to OSHA requirements.  Among
other things,  Subcontractor shall be responsible for performing corrective work
within  abatement  periods,  appealing  from  decisions  or  orders,  requesting
extensions on abatement periods,  and furnishing such information or evidentiary
material as may be  necessary  or as may be  requested  by  Contractor  to fully
protect the rights and interests of Owner,  Developer,  Architect/Engineer,  and
Contractor  with  respect to  possible,  threatened  or pending  proceedings  or
orders.

     7.2 Without  limitation,  Subcontractor  shall indemnify  Owner,  Developer
and/or Contractor  pursuant to Article 11 hereof in respect of Paragraph 7.1 and
the  responsibilities of Subcontractor  specified in Paragraphs 5.6, 5.14, 5.15,
5.16, 5.17,5.18, 5.19 and 5.20 pertaining to Legal Requirements.



               ARTICLE 8. BUILDINGS MATERIALS/EQUIPMENT PROCESSES

     8.1 Unless otherwise  specified,  all materials and equipment that are part
of the Work shall be new and shall be of the quality  required  by the  Contract
Documents. Subcontractor shall, upon request of Contractor, furnish satisfactory
evidence as to kind and quality of all materials and equipment.  All workmanship
shall be of such quality as will result in first class work in  accordance  with
the Contract Documents.

     8.2 Any work,  materials or equipment  which do not conform to the Contract
Documents may be rejected by Contractor, in which case they shall be replaced by
Subcontractor at its expense.

     8.3 When work or more products are  specified for an item of Work,  any one
is acceptable and the choice is left to Subcontractor.  When only one product is
specified  and the  term  "or  equal is used in  connection  with  the  product,
Subcontractor may offer a substitute product,  which will completely  accomplish
the purpose of the specified  product,  and be subject to approval by Contractor
and Architect/Engineer.

     8.4 Requests for  permission to  substitute a product,  material or process
for that  specified in the Contract  Documents  must be  accompanied by evidence
that the proposed  substitution:  (i) is equal in quality and  serviceability to
the specified item;  (ii) will not entail changes in detail and  construction of
Other Work;  (iii) will be  acceptable  to the  Architect/Engineer  in achieving
design and  artistic  intent;  and (iv) will not result in a cost  disadvantage.
Subcontractor  shall  furnish with such request such  drawings,  specifications,
samples,  performance data and other information as may be required to assist in
determining whether the proposed substitution is acceptable. The burden of proof
of  acceptability  shall  be upon  Subcontractor.  If an  approved  substitution
affects Other Work or otherwise  necessitates any redesign,  Subcontractor shall
pay all costs thereof.

     8.5  Subcontractor  shall  prepare  and submit  lists,  in  triplicate,  to
Contractor of all  manufactured  or fabricated  products  proposed for the Work.
Such lists shall include such  information on materials,  equipment and fixtures
as may be required by  Contractor  for  preliminary  approval.  Approval of such
lists  shall  not  be  construed  as  a  substitute   for  the  shop   drawings,
manufacturer's  descriptive  data and samples which are required by the Contract
Documents,  but rather as a base from which more  detailed  submittals  shall be
developed for final approval by Contractor.





<PAGE>
     8.6  Manufacturers'   nameplates  shall  not  be  permanently  attached  to
ornamental  and  miscellaneous  metal work,  doors,  frames,  millwork,  exposed
surfaces and other fabricated or manufactured  products to be placed in finished
spaces if, in Contractor's  opinion, the nameplates would be objectionable.  The
preceding sentence does not apply to Underwriters' labels where required, nor to
manufacturers' name and rating plates on mechanical and electrical equipment.

     8.7 Each major component of mechanical and electrical  equipment shall have
the manufacturer's  name,  address,  model number and rating on a plate securely
affixed in a conspicuous  place,  as required in the  mechanical  and electrical
sections of the Specifications.

     8.8 In case of any differences or conflicts between the requirements of the
manufacturer's  instructions  or  specifications  and  the  requirements  of the
technical  sections of the  Specifications,  the instructions or  specifications
having the more detailed and precise requirements specifically applicable to the
Work, as determined by Architect/Engineer, shall govern.



                         ARTICLE 9. TESTTNG/TNSPECTIONS

     9.1  Developeror  Contractor may, but shall not be obligated to, retain the
services of testing  laboratories,  agencies,  and/or professional  engineers to
perform the tests  (including  control  balancing  and  adjusting)  and make the
required  inspections and reports specified in the Contract  Documents or deemed
necessary  in case of  questioned  items.  Such testing  laboratories,  agencies
and/or  professional  engineers shall conduct and interpret the tests. A copy of
each  test  report  deemed  necessary  in case of  questioned  items  shall,  at
Contractor's option, be made available to Subcontractor.

     9.2  Subcontractor  shall  furnish  samples of all  materials and component
parts  to be used as test  specimens.  Subcontractor  shall  furnish  labor  and
facilities  at the Project  site as  necessary  in  connection  with testing and
inspection services.

     9.3 Except as otherwise  specified in other Contract Documents or elsewhere
in  these  General  Conditions,  Subcontractor  shall  pay  for  all  laboratory
services,  tests,  testing  laboratories,   agencies,   professional  engineers,
engineering  inspections  and reports  required by the Contract  Documents,  the
Architect/Engineer,   or  Contractor.   Testing  laboratories  and  professional
engineers shall be subject to Contractor's approval.

     9.4 Without  limiting the  provisions of Paragraph 9.3, the cost of testing
laboratories, agencies. and/or engineers for the convenience of Subcontractor in
its scheduling and performance of the Work, or related to remedial operations or
possible deficiencies shall be borne by Subcontractor.

     9.5 The nature and scope of testing services,  agencies and/or  inspections
performed by laboratories and engineers retained by or on behalf of Developer or
Contractor  shall be in  accordance  with  Legal  Requirements  or as  otherwise
specified in the Contract Documents and shall be consistent with recognized good
standards of engineering practice.

     9.6 If, in the performance of any testing, control, balancing, adjusting or
similar work to be performed by or on behalf of Subcontractor, it is the opinion
of  Contractor  or   Architect/Engineer   that   Subcontractor   has  failed  to
substantiate  the  ability to perform  such Work,  Subcontractor  shall,  at its
expense,  retain  the  services  of a  testing  laboratory,  agency  or  service
organization which is satisfactory to Contractor and  Architect/Engineer for the
performance of such work.



<PAGE>
     9.7  Contractor  may instruct  Subcontractor  to order special  inspection,
testing or approval as Contractor deems necessary. If such special inspection or
testing reveals a failure of the Work to comply (i) with the requirements of the
Contract Documents.  or (ii) with Legal  Requirements,  Subcontractor shall bear
all costs of such  Developer-directed  special  inspection,  special testing and
correction.

     9.8 The observations of or participation by Developer,  Architect/Engineer,
or Contractor in inspections or tests by persons other than Subcontractor, shall
not relieve Subcontractor from its obligations to perform the Work in accordance
with the Contract Documents.

     9.9 If the Specifications or any Legal Requirements  require any portion of
the  Work to be  specifically  tested  or  reviewed,  Subcontractor  shall  give
Contractor timely written notice of such test or review.



                             ARTICLE 10. GUAR~~~TFFS

     10.1 Subcontractor  guarantees to Owner,  Developer and Contractor all Work
against  defects  in  materials  and  workmanship  and for  conformity  with the
Contract  Documents  for a period equal to the greater of: one (1) year from the
date of Project  completion;  such period as may be specified in other  Contract
Documents; or such period as may be specified by Legal Requirements. If any part
of the Work is found after  Project  completion  not to comply with the Contract
Documents,  the guarantee period thereon shall commence on the date such part of
the Work is corrected to comply with the Contract Documents.

     10.2 Subcontractor promptly shall, after receipt of written notice, correct
any defects in materials, equipment and workmanship which may develop within the
guarantee  period,  and also correct  and/or repair and/or replace any damage to
Other Work or the Owner's property caused by defective  materials,  equipment or
workmanship and the repairing of same.

     10.3 The foregoing  guarantee and obligations shall not deprive  Contractor
of any  action,  right or remedy  otherwise  available  for breach of any of the
provisions of the Contract Documents. The periods referred to above shall not be
construed as a limitation on the time in which  Contractor may pursue such other
action, right or remedy.

     10.4  Satisfaction of the  aforementioned  guarantee  obligations  shall be
deemed to be a material component of Subcontractor's  contractual  obligation to
perform the Work. The Contract  shall not be deemed to be duly  performed  until
all guarantee obligations hereunder are satisfied. Performance bonds required of
Subcontractor  shall include the performance of guarantee  obligations and shall
not contain  clauses  limiting  the time to sue upon said bonds to less than the
applicable guarantee period.



                           ARTICLE 11. INDEMNIFICATION

     11.1 To the maximum extent permitted by law,  Subcontractor  hereby assumes
the  entire  responsibility  and  liability  for any and all  damage  (direct or
consequential)  and injury (including  death), of any kind or nature whatsoever.
to all persons,  whether or not employees of Subcontractor,  and to all property
and  business  or  businesses,  caused by,  resulting  from,  arising out of, or
occurring in  connection  with (i) the Work;  (Ii) the  performance  or intended
performance  of the Work;  (iii) the  performance  or  failure  to  perform  the
Contract;  or (iv) any  occurrence  which happens in or about the area where the
Work is

<PAGE>
     being   performed   by   Subcontractor,   either   directly  or  through  a
subcontractor,  or while any of Subcontractor's property, equipment or personnel
is in or about said area

     11.2 Except to the extent, if any, expressly  prohibited by law, should any
such damage or injury referred to in Paragraph 11 1 be sustained,  suffered,  or
incurred by Owner,  Developer,  Architect/Engineer,  or Contractor or should any
claim  for such  damage  or  injury  be made or  asserted  against  any of them,
including any alleged  breach of any statutory duty or obligation on the part of
Owner,   Developer,   Architect/Engineer  or  Contractor,   Subcontractor  shall
indemnify and hold harmless Owner, Developer, Architect/Engineer and Contractor,
their  officers,  agents,  partners,  employees,   affiliates  and  subsidiaries
hereinafter collectively referred to as ~Indemnitees~), of, from and against any
and all such damages, injuries, and claims and further, from and against any and
all other loss, cost,  expense,  and liability,  including  without  limitation.
legal fees and  disbursements,  that any  Indemnitee  may directly or indirectly
sustain,  suffer or incur as a result of such damages,  injuries and claims; and
Subcontractor agrees to assume, on behalf of any and all Indemnitees the defense
(with counsel  satisfactory to the party indemnified) of any action at law or in
equity, or other legal  proceeding,  which may be brought against any Indemnitee
upon or by reason of such damage, injury, or claim and to pay on behalf of every
Indemnitee,  the amount of any  judgment,  decree,  award,  or order that may be
entered  against each said  Indemnitee in any such action or proceeding.  In the
event that any such claim, loss, cost, expense,  liability,  damage or injury is
sustained,  suffered, or incurred by, or is made, asserted or threatened against
any Indemnitee,  Contractor shall, in addition to all other rights and remedies,
have  the  right  to  withhold  from  any  payments  due  and to  become  due to
Subcontractor  an amount  sufficient  in  Contractor's  judgment  to protect and
indemnify the Indemnitee  from and against any and all such claim,  loss,  cost,
expense, liability, damage or injury, including legal fees and disbursements; or
Contractor,  in its discretion,  may require  Subcontractor  to furnish a surety
bond satisfactory to Contractor  guaranteeing such protection,  which bond shall
be furnished by Subcontractor within five (5) days after written demand has been
made  therefor.  In the event more than one  Subcontractor  is connected with an
event or  occurrence  (or a series  of events or  occurrences)  covered  by this
indemnification,  then all such  Subcontractors  shall be jointly and  severally
responsible  to the  Indemnitees,  and the  ultimate  responsibility  among such
indemnifying Subcontractors shall be settled or otherwise determined by separate
proceedings and without loss, expense, or damage to any Indenmitee.

     11.3   Nothing   in  Article  11  shall  be   construed   to  require   any
indemnification  which  would  make  Article  11  void  or  unenforceable  or to
eliminate  or reduce  any  indemnification  or rights  which any  Indemnitee  or
Subcontractor has by law. In the event that any term,  paragraph or provision of
Article 11 is found void or unenforceable, it shall not thereby invalidate or be
construed to  invalidate  any other term,  paragraph  or provision  contained in
Article it or  elsewhere  in this  Contract,  all of which shall  remain in full
force and effect.



                           ARTICLE 12. INSURANCE/BONDS

     12.1 The terms and conditions of insurance to be provided by  Subcontractor
are described in the Insurance  Exhibit  attached to the Subcontract  Agreement.
Neither  Owner,  Developer,  nor  Contractor,  nor their  agents,  employees  or
assigns,  shall be liable to Subcontractor  or its agents,  employees or assigns
for any loss or  damage  covered  by the  insurance  policies  described  in the
aforementioned Insurance Exhibit.


     12.2   Irrespective  of  whether   Subcontractor  is  required  to  provide
performance, labor, and material surety bonds under the terms of the Subcontract
Agreement,  Contractor  shall have the right from time to time during the course
of the Work, and upon written  recommendation of Contractor's legal counsel,  to
require  Subcontractor  to furnish bonds for one hundred  percent  (100%) of the
Contract Price (with sureties and in form and amount acceptable to Developer and
Contractor)  covering the faithfull  performance of the Contract and the payment
of all obligations arising thereunder.  Such bonds shall be furnished within ten
(10) days after  Subcontractor has been given written notice of such requirement
by Contractor.

     12.3 If an action for bodily  injury  and/or  property  damage is commenced
against  Owner  and/or  Developer  or  Contractor,   which  in  the  opinion  of
Contractor's  counsel or  insurance  coordinator  is  covered  by the  indemnity
provisions  of  Article  11,  Subcontractor  shall.  upon  Contractor's  written
request,  promptly cause Subcontractor's insurance carrier to have its attorneys
appear  timely in the action on behalf of Owner and/or  Developer or  Contractor
and provide the defense of Developer and/or Owner or Contractor.



     ARTICLE  13.  TIME IS OF THE ESSENCE / SUBCONTRACTOR'S  PROSECUTION  OF THE
WORK/DELAY/OVERTIME

     13.1 TIME IS OF THE  ESSENCE  /  SUBCONTRACTOR'S  PROSECUTION  OF THE WORK.
Subcontractor shall be responsible for all direct, incidental, and consequential
damages  to  Owner,  Developer  and to  Contractor  arising  from  any  delay of
Subcontractor, its subcontractors and suppliers, in performing or completing the
Work in accordance  with the time  requirements  of Paragraph  13.2 hereof.  The
indemnity  provisions of Article II are applicable to such damages and to claims
arising in respect thereto.

     13.2 Subcontractor  shall do all things necessary to ensure the prosecution
of the Work in accordance with any one or more of the following as determined by
Contractor in its absolute and sole discretion:

     13.2.1 Project schedules and revisions thereof,  given from time to time by
Contractor to Subcontractor;

     13.2.2 the time  requirements  for  various  portions  of Work,  which said
requirements   are  made  known  from  time  to  time  by  Contractor  or  Other
Subcontractors to Subcontractor;

     13.2.3 the  requirements  of the  Project  including.  but not  limited to,
coordination  requirements as may from time to time be known to Subcontractor or
be made known by Contractor or Other Subcontractors to Subcontractor;

     13.2.4  schedules of the Work provided by  Subcontractor to Contractor upon
Contractor's request.

     13.3 Should the  progress  of the Work and/or  Other Work be delayed by any
fault,  neglect,  act,  or  failure  to  act  of  Subcontractor  or  any  of its
subcontractors  or  suppliers  so as to  cause  any  additional  cost,  expense,
liability or damage to Owner and/or  Developer and Contractor or for which Owner
and/or  Developer or  Contractor  may become  liable,  Subcontractor  shall hold
Contractor  harmless from and indemnify  Contractor  against all such additional
cost, expense,  liability or damage in accordance with the provisions of Article
11.



<PAGE>
     13.4 The Work shall be performed during regular working hours,  except that
in the event of  emergency or when  necessary to perform the Work in  accordance
with  the   requirements   of  Paragraph   13.2,  Work  shall  be  performed  at
Subcontractor's  cost and  expense  (including  Contractor's  standby  and other
general  conditions  costs)  on  night  shifts.  overtime,  Saturdays,  Sundays,
Holidays and at other rimes, if permission to do so has been obtained in writing
from Contractor. Without limiting the requirements of the preceding sentence, if
the  progress  of the Work or of the  Project  has been  delayed  by any  fault,
neglect, act, or failure to act of Subcontractor or any of its subcontractors or
suppliers,  Subcontractor shall work such overtime,  at Subcontractor's cost and
expense as aforesaid, as Contractor shall deem necessary or desirable to make up
for all time lost and to avoid  delay in the  completion  of the Work and of the
Project.  The failure by  Contractor to direct  Subcontractor  to engage in such
overtime work shall not relieve Subcontractor of the consequences of its delay.

     13.5  Subcontractor   shall  commence  the  Work  upon  written  notice  by
Contractor.

     13.6 Contractor may direct acceleration of the Work in order that it may be
performed  in  advance  of  the  schedules,   time   requirements   and  Project
requirements  described in Paragraph 13.2 hereof. If so directed,  Subcontractor
shall  increase  its  staff  and/or  work  overtime.  Subcontractor  will not be
entitled  to  additional  compensation  for work  performed  outside  of regular
working  hours,  except as  authorized in writing by  Contractor.  Provided that
Subcontractor  is not in default under the Contract,  and  Contractor has issued
the  aforesaid  authorization,  there  shall be added to the  Contract  Price an
actual  out-of~pocket  amount equal to : (i) additional  wages actually paid, at
rates which have been approved by Contractor;  (ii) taxes imposed by law on such
additional  wages;  (iii)  premiums  for  worker's  compensation  and  liability
insurance if required to be paid on such additional wages.

     WRITTEN  AUTHORIZATION  FOR OVERTIME WHICH EXCEEDS  $500.00 IN ANY ONE WEEK
SHALL BE INVALID UNLESS CONFIRMED IN WRITING BY Contractor's  PROJECT MANAGER IT
BEING  UNDFRSTOOD  THAT  CONTRACTOR'S  ON-Sit   SUPERINTENDENT  SHALL  ~OT  HAVE
AUTHORITY TO AUTHORTZE SUCH OVERTIME WHTCH EXCEEDS 5500 go IN ANY ONE WEEK



                      ARTICLE 14. SHOP DRAWINGS AND SAMPLES

     14.1 The term "shop  drawings"  means:  fabrication,  erection,  layout and
setting  drawings;   manufacturers  standard  drawings;  schedules;  descriptive
literature,  catalogs and  brochures;  performance  and test data; and all other
drawings and descriptive  data pertaining to materials,  equipment,  systems and
methods  of  construction  as  may be  required  to  show  that  the  materials,
equipment, systems, and methods of construction and the position thereof conform
to the requirements of the Contract Documents.  The term "manufactured"  applies
to standard units usually mass produced,  and the term  "fabricated"  applies to
items  specifically  assembled  or  made  out  of  selected  materials  to  meet
individual design requirements.  Shop drawings shall establish the actual detail
of all manufactured or fabricated  items;  indicate proper relation to adjoining
work;  amplify  design  details in proper  relation  to  physical  spaces in the
structure;  and  incorporate  minor  changes of design or  construction  to suit
actual conditions.

14.2
The term samples" means natural materials, fabricated items, equipment, devices,
appliances or parts specified in the Contract  Documents,  and any other samples
as may be required by Architect/Engineer to determine whether the kind, quality,
construction, workmanship, finish, color


<PAGE>
     and other  characteristics of the materials etc., proposed by Subcontractor
conform to the required characteristics of the various portions of the Work.

     14.3  Subcontractor  shall promptly submit all shop drawings and samples as
to cause no delay in the Work and Other  Work.  Subcontractor  shall  submit all
shop drawings and samples through  Contractor for  Architect/Engineer's  review.
Review  by   Architect/Engineer   shall  not  relieve   Subcontractor  from  its
responsibility  in preparing and submitting  adequate and accurate shop drawings
and samples. By submitting shop drawings and samples,  Subcontractor  represents
and  warrants  that  it  has  determined  and  verified  all  materials,   field
measurements,  and  field  construction  criteria  pertaining  thereto,  and has
checked  and  coordinated  this  information  with the Work,  Other Work and the
Contract  Documents.  Any submission which, in  Architect/Engineer's  opinion is
incomplete,  contains  numerous  errors or has not been  checked or only checked
superficially,   will  be  returned  not  reviewed  by  Architect/Engineer   for
resubmission by Subcontractor.

     14.4  In  reviewing  shop  drawings,  Architect/Engineer  need  not  verify
dimensions and field  conditions.  Architect/Engineer  will review shop drawings
and samples  only for  conformance  with the design  concept of the Work and for
general  detailing.  Architect/Engineer's  review  shall not be  construed  as a
complete check nor shall it relieve  Subcontractor  from  responsibility for any
deficiency  that  may  exist  or from  any  departures  or  deviations  from the
requirements of the Contract  Documents,  unless  Subcontractor has, in writing,
specifically called Architect/Engineer's attention to each specific deviation at
the  time  of  submission.   Nor  shall   Architect/Engineer's   review  relieve
Subcontractor from  responsibility  for errors in shop drawings;  responsibility
for proper fitting of the Work, the necessity of furnishing any Work required by
the  Contract  Documents  which  may  not be  indicated  on shop  drawings  when
reviewed; and the necessity of providing sufficient quantities of items.

     14.5 Shop drawings must be properly identified with the name of the Project
and dated.  Submission must be accompanied by a letter of transmittal  referring
to  the  name  of  the  Project  and to the  Specification  section  number  for
identification  of  each  item,  and  stating   qualifications,   departures  or
deviations, if any, from the Contract Documents. Shop drawings. for each portion
of the Work, shall be numbered  consecutively  and the numbering system shall be
retained throughout all revisions. Each drawing shall have a clear space for the
stamp of Architect/Engineer.

     14.6  Subcontractor  shall submit  reproducible  sepia  transparencies  and
prints of each shop drawing as requested by Contractor,  and such other drawings
as  required  under the  various  sections  of the  Specifications  until  final
approval by Architect/Engineer is obtained. Subcontractor shall submit copies in
number as requested by Contractor of manufacturers'  descriptive data, drawings,
and literature for materials,  equipment and fixtures, including catalog sheets,
showing dimensions,  performance characteristics and capacities. wiring diagrams
and  controls;  schedules;  and  other  pertinent  information  as  required  or
requested.

     14.7    Subcontractor    shall   make   any    corrections    required   by
Architect/Engineer  and shall  resubmit  corrected  shop drawings or new samples
until  approved.  Subcontractor  shall direct  specific  attention in writing to
revisions other than the corrections requested by Architect/Engineer.

     14.8 No portion of the Work  requiring a shop drawing or sample  submission
shall be  commenced  until  the  submission  has been  approved  in  writing  by
Architect/Engineer.  All such portions of the Work shall be in  accordance  with
Architect/Engineer's approved shop drawings and samples.

     14.9  If  a  considerable  range  of  color,   graining  texture  or  other
characteristic may be anticipated in finished  products,  a sufficient number of
samples of the specified materials shall be furnished by

<PAGE>
     Subcontractor to indicate the full range of such characteristics which will
be present in the furnished  products;  and such  products  delivered or erected
without  submittal  and  approval  of full  range  samples  shall be  subject to
rejection.  Except for range  samples,  and unless  otherwise  called for in the
Specifications,  samples shall be submitted in  duplicate.  All samples shall be
marked,  tagged or otherwise properly identified with the name of Subcontractor,
the name of the Project, the purpose for which the samples are submitted and the
date, and shall be accompanied  by a letter of  transmittal  containing  similar
information,  together with the  Specification  section number or drawing number
concerning which the sample is submitted.



     ARTICLE  15.   PROTECTION/SAFETY   AND   ACCIDENT   PREVENTION/CONSTRUCTION
PRACTICES AT THE SITE

     15.1 Subcontractor shall continuously protect the Work, Other Work, and the
property of Owner and others from damage,  injury or loss arising in  connection
with the Work. Owner and/or Developer or Contractor shall not be responsible for
any loss or damage to the Work,  however  caused,  until after final  acceptance
thereof by Developer,  nor shall Owner,  Developer or Contractor be  responsible
for  loss  of  or  damage  (however  caused)  to  materials,  tools,  equipment,
appliances and other personal property of Subcontractor  used in the performance
of the Work.

     15.2  Subcontractor  shall  remove all snow and ice as may be  required  or
requested for the proper  protection and prosecution of the Work.  Subcontractor
shall provide and maintain adequate  protection against weather so as to protect
the Work from injury or damage.

     15.3  Subcontractor  shall employ only methods of  construction,  erection,
hoisting,  rigging,  forming,  scaffolding,  and  cribbing,  and use only tools,
structures,  etc.,  at the  Project  site which  conform to OSHA and other Legal
Requirements.

     15.4  Subcontractor  shall confine its equipment,  the storage of materials
and the operations of workers to the areas permitted by Legal Requirements or as
may be  established  by  Contractor,  and shall not  unreasonably  encumber  the
Project site with equipment and materials.

     15.5 Subcontractor  shall enforce  Contractor's  instructions and all Legal
Requirements  regarding  signs,   advertisements,   fires,  smoking,   alcoholic
beverages, and the possession of firearms by any person at the Project site.

     15.6  Subcontractor  shall prevent dust and smoke from interfering with the
normal activities of others.

     15.7 Subcontractor, as necessary for the Work, shall provide flagmen, erect
proper barricades and other safeguards, and post danger signs and other warnings
as warranted by hazardous and existing conditions.

     15.8 Subcontractor  hereby represents that it has fully familiarized itself
with  the  loss  prevention,  safety  and  protection  clauses  of  the  Special
Conditions to the Subcontract; to the full extent stated therein,  Subcontractor
has  responsibility  for  maintaining  a proper and  sufficient  safety and loss
prevention  program  covering the Work and covering  its  employees,  agents and
subcontractors  while at the Project site. In the event Contractor  institutes a
safety and loss prevention  program affecting the entire Project,  Subcontractor
shall comply with such  program.  Subcontractor  shall  designate a  responsible
member  of its  organization  whose  duties  shall  include  loss  and  accident
prevention and

<PAGE>
     who  shall  have the  responsibility  and full  authority  to  enforce  the
aforesaid programs.  This person shall hold meetings with the representatives of
Other  Subcontractors to ensure that all workers and  subcontractors  understand
and  comply  with  the  programs.   Subcontractor  shall  cooperate  fully  with
Contractor,  all insurance carriers, and all loss prevention engineers and their
personnel regarding loss and accident prevention.  Subcontractor recognizes that
its  performance  of the  Subcontract  and  operations  attendant  thereto,  may
necessarily  be carried on adjacent to and within the right of-way of the Owner.
The tracks within this right of way may be operating  tracks,  and no changes in
operating schedules are contemplated to accommodate Subcontractor's operations.

     15.9  Subcontractor  shall promptly  report in writing to Contractor and to
Subcontractor's   insurance  carriers  all  accidents  arising  out  of,  or  in
connection  with,  the  performance  of the Work,  whether on or off the Project
site, which caused death, bodily injury or property damage,  giving full details
and  statements  of  witnesses.  In  addition,  if death or serious  injuries or
serious  damages  are caused,  the  accident  shall be  reported  to  Contractor
immediately by telephone or in person.

     15.10  Subcontractor,  its  subcontractors  and suppliers,  shall cooperate
fully with all interested  parties  regarding  claims handling  procedures,  and
Subcontractor  shall cause to be provided  such legal  defense as is required by
the provisions of Paragraph 12.3 hereof.

     15.11 In an emergency  affecting  life,  the Work,  Other Work,  or Owner's
property,  Subcontractor,  without special  instructions or  authorization  from
Contractor,  shall  take the  action  necessary  to deal  adequately  with  such
emergency.  Notice  of any  such  action  shall be  given  by  Subcontractor  to
Contractor as soon as is practicable.

     15.12 All areas of the Work shall be maintained by  Subcontractor in a neat
and orderly  condition and free from accumulation of waste materials and rubbish
during  the  entire  construction  period.  crates,  cartons,   flammable  waste
materials,  and trash shall be removed by  Subcontractor  from Work areas at the
end of each working day to a location directed by Contractor. kept All its

     15.13 Subcontractor shall clean and maintain the Work and the area in which
the  Work  is in  progress,  as  required  by the  Contract  or as  directed  by
Contractor.

     15.14 When directed by Contractor, Subcontractor shall dismantle and remove
from the Project  site all  construction  and  installation  equipment,  fences,
scaffolding,  shanties,  surplus  materials,  rubbish and supplies  belonging or
attributed to Subcontractor or the Work.



                         ARTICLE 16. CORRECTION OF WORK

     16.1 If Contractor deems it inexpedient to repair damage to property caused
by Subcontractor or its  subcontractors or suppliers,  to correct improper Work,
or to insist on completion of  uncompleted  Work, a deduction  from the Contract
Price as determined by Contractor shall be made.

     16.2  Subcontractor  shall promptly remove and replace all Work rejected by
Contractor as falling to conform to the Contract  Documents,  and  Subcontractor
shall pay the expense of making good all Other Work destroyed or damaged by such
removal or replacement. Contractor to advise if our work is unsatisfactory prior
to its being  covered or encased as long as  Contractor  has prior  knowledge of
such deficiencies.



<PAGE>
     16.3 If  Subcontractor  does not  promptly  correct or remove  and  replace
rejected  Work,  Contractor  may,  at the expense of  Subcontractor,  correct or
remove and replace  the  rejected  Work.  This right is in addition to all other
rights which Contractor has under the Contract Documents.



               ARTICLE 17. ACCEPTANCE OF THE WORK/EARLY OCCUPANCY

     17.1 The Work will be accepted,  after  inspection  by  Architect/Engineer,
when, in its,  Contractor's  opinion,  the Work has been completed in accordance
with the Contract Documents except for the most minor of adjustments.

     17.2 Before acceptance of the Work, Owner may use or occupy space or spaces
in the Project.

     17.3 In the event  that,  under  Paragraph  17.2,  Owner  desires to use or
occupy a portion of the  Project  prior to  completion  of the  entire  Project,
Subcontractor  shall  cooperate with Developer and Contractor in promptly making
available  for Owner's use so much of the Work as is  necessary  for the Owner's
use or occupancy.

     17.4 In respect of partial  occupancy or use under  Paragraph  17.2 hereof,
Subcontractor  shall have no responsibility  for increased expenses of operating
the  building  systems  that would not have been  incurred if there were no such
partial occupancy. Owner's use or occupancy of such portion of the Project shall
not constitute  acceptance of any Work, materials and equipment which are not in
accordance  with the  Contract  Documents,  nor relieve  Subcontractor  from its
obligations  to complete the Work and to remain  responsible  for loss or damage
due to or arising out of defects in, or  malfunctioning of any Work, nor relieve
Subcontractor  from any unfulfilled  obligations or  responsibilities  under the
Contract.



                         ARTICLE 18. PAY~IENTS/NO LIFNS

     18.1 CONTRACTOR SHALL HAVE NO LIABILITY OR  RESPONSIBILITY  FOR ANY AMOUNTS
DUE OR CLANED TO BE DUE  SUBCONTRACTOR  FOR ANY REASON  WHATSOEVER EXCEPT TO THE
EXTENT THAT CONTRACTOR HAS ACTUALLY  RECEIVED FUNDS FROM DEVELOPER  SPECIFICALLY
DESIGNATED  FOR  DISBURSEMENT  TO  SUECONT?  ACTOR  RECEIPT  OF  THESE  FUNDS BY
CONTRACTOR  SHALL BE A COND~ON  PRECEDENT  TO  SUBCONTRACTOR'S  RIGHT TO RECEPIB
PAYMENT  Subcontractor  acknowledges  that the Contract  Price must be paid from
funds to be received by Contractor  from Developer.  Accordingly,  Subcontractor
hereby:

     (a) agrees that the Contract Price shall be a  non-recourse  obligation and
that the liability of Contractor shall be limited to any funds actually received
by Contractor from the Developer attributable to Subcontractor's Work; and

     waives  Subcontractor's rights to assert any claim, demand, right, or cause
of action  against  Contractor for any portion of the Contract Price (unless and
to the  extent  that  Contractor  actually  receives  funds  from the  Developer
attributable to Subcontractor's Work).



<PAGE>
     Subcontractor  agrees that this Section does not merely relate to timing of
payment but rather establishes a contingency upon which payment to Subcontractor
(or any of its subcontractors) shall rely.

     18.2 Promptly after acceptance of Subcontractor's bid,  Subcontractor shall
prepare for Contractor's  approval a Trade Payment  Breakdown showing the values
of the  various  portions  of the Work in such  detail and with such  supporting
evidence as Contractor may require.  No Application for Payment by Subcontractor
will be processed by Contractor until the aforesaid approval has been given.

     18.3 On or before the 20th day of each month  during  the  progress  of the
Work,  Subcontractor  shall submit to Contractor an  Application  for Payment in
affidavit form, sworn to by a principal  officer of  Subcontractor,  which shall
include the following:

     18.3.1 The names and addresses of all  Subcontractor's  subcontractors  and
suppliers;

     18.3.2 The amount of each  subcontract  or the price of each purchase order
for supplies;

     18.3.3 the amount paid to  Subcontractor to the date of the Application for
Payment;

     18.3.4 the amount requested by Subcontractor on the current Application for
Payment;

     18.3.5 the balance that will be due after the payment requested is made;

     18.3.6  any  additions  to and  subtractions  from  the  Contract  Price in
accordance with the Contract Documents;

     18.3.7 the amount being withheld for retention;

     18.3.8 the  percentage of  completion of each detailed  portion of the Work
listed in the Trade Payment Breakdown.

     18.4 Each  Application  for Payment  shall  provide for a retention  of ten
percent  (10%) of the amount  due until  completion  of the Work and  acceptance
thereof by  Contractor  and  Developer.  Subcontractor  shall  furnish with each
Application  for Payment  such  documentation,  material  invoices,  evidence of
equipment  purchases,  rentals and other details of cost as  Developer,  Owner's
and/or Developer's  construction  lender, or Contractor may require from rime to
time. With  Contractor's  approval,  an Application for Payment may reflect Work
that  is  expected  to be  completed  by the  end  of the  month  to  which  the
Application for Payment is applicable.

     18.5 With each  Application  for  Payment,  Subcontractor  shall  submit to
Contractor a duly executed waiver or partial waiver of lien in the form approved
by  Contractor,   and  acknowledged   under  oath  by  a  principal  officer  of
Subcontractor.  In addition,  Subcontractor  shall,  with each  Application  for
Payment,  furnish an affidavit,  in the form approved by Contractor and sworn to
by a principal officer of Subcontractor, stating the amount of prior payments to
Subcontractor's  subcontractors  and suppliers in respect of the Project and the
amount to be owing and due by Subcontractor to its  subcontractors and suppliers
through the end of the period covered by the Application for Payment.

     18.6  Payments  for  stored  material  shall  only be  made  if  Contractor
specifically  approves  in  writing.  If  payments  are to be made on account of
materials and equipment not  incorporated in the Work but delivered and suitably
stored at the Project site or at some other location agreed upon by Contractor

<PAGE>
     in  writing,   such  payments  shall  be  conditioned  upon  submission  by
Subcontractor  of bills of sale and other documents  satisfactory to Developer's
and/or Owner's  construction lender to establish Owner's title to such materials
and equipment and to otherwise  protect  Developer's  and/or  Owner's  interests
including applicable insurance and transportation to the Project site.

     18.7  Contractor may decline to approve an Application for Payment in whole
or part and/or may decline to make a payment because of evidence of:

     18.7.1 defective Work or material;

     18.7.2  claims filed or evidence  indicating  probable  filing or making of
claims;

     18.7.3 failure of Subcontractor to make payments to its  subcontractors  or
to suppliers for labor, services, materials or equipment;

     18.7.4  reasonable  doubt  that the Work can be  completed  for the  unpaid
balance of the Contract Price;

     18.7.5 damage to Other Subcontractors;

     18.7.6 unsatisfactory prosecution of the Work;

     18.7.7  erroneous  estimates  by  Subcontractor  of the  value  of the Work
performed;

     18.7.8 unauthorized deviations from the Contract Documents;

     18.7.9  any other  failure of  Subcontractor  to  perform  pursuant  to the
Contract.

     18.8 When,  as, and if all the above  grounds for  declining  approval  are
removed, payment shall be made for amounts withheld.

     18.9 Final payment of the unpaid  balance,  including  retention,  shall be
made on an Application for Final Payment in form approved by Contractor.

     18.10 The  Application  for Final Payment shall be  accompanied by the same
type of documents,  information,  and affidavits as set forth hereinabove for an
application for progress payment except,  however, that the following additional
conditions shall be fulfilled:

     18.10.1  a full and final  release  and  waiver of all liens and  claims in
connection  with  the  Work  shall  be  submitted  by  each  of  Subcontractor's
subcontractor  or supplier who has performed  work or supplied  materials to the
Project on behalf of  Subcontractor,  such  waiver to be in a form  approved  by
Contractor.  In the event  that any such  release  and  waiver of lien is not or
cannot be furnished, then there shall be furnished to Contractor a bond or other
security satisfactory to Contractor to indemnify Owner,  Developer or Contractor
against any such lien or claim;

     18.10.2  Subcontractor  shall  have made or caused to have been  made,  all
corrections  in the Work  required  to remedy  any  defects  therein  and obtain
compliance with the directions of Contractor and with the Contract;


<PAGE>
     18.10.3  Subcontractor through Contractor shall have delivered to Developer
all written guarantees,  warranties,  bonds,  operating and maintenance manuals,
instructions and as-built drawings required by the Contract Documents;

     18.10.4  Architect/Engineer  shall  have  issued  a Final  Certificate  for
Payment, if required by Developer;

     18.10.5 the General Release referred to in the following paragraph has been
delivered.

     18.11  Acceptance by  Subcontractor of the Final Payment shall constitute a
release of Owner,  Developer  and  Contractor  of and from all liability for all
things done or not done or furnished or not  furnished  in  connection  with the
Work, and for every act,  omission,  or neglect,  if any, relating to or arising
out of the Project.  Before final payment,  Subcontractor shall also execute and
deliver a General Release to Contractor naming Owner,  Developer and Contractor,
said General Release to be in such form as Contractor may provide.

     18.12 To the extent  permitted  by law,  Subcontractor  shall not suffer or
permit any lien or other  encumbrance to remain of record as a claim against the
building or the Project  site or against any monies due or to become due for any
Work performed or materials  furnished by. to or on behalf of Subcontractor,  or
any of its subcontractors or suppliers; nor shall Subcontractor suffer or permit
any such lien or other encumbrance to be so filed because of any claim or demand
against,  or  any  action  or  non-action  of,   Subcontractor  or  any  of  its
subcontractors  or suppliers.  If any such lien or other encumbrance has been so
filed,  Subcontractor shall promptly cause the removal or discharge thereof from
the building and the Project site, and no payment shall be made to Subcontractor
until said lien or other encumbrance has been removed or discharged or there has
been  furnished  to  Contractor,  Developer  and Owner a bond or other  security
satisfactory to Contractor,  Developer and Owner protecting and holding harmless
the  Developer,  Owner  and  Contractor  from  any  liability.  fees,  or  costs
(including, without limitation. attorneys' fees) in connection therewith.

     18.13 The failure of  Subcontractor  after ten (10) days written  demand by
Developer  or  Contractor,  to remove or  discharge a lien or other  encumbrance
filed by Subcontractor or by  Subcontractor's  subcontractor or supplier,  shall
constitute breach of the Contract.

     18.14 No  certificate  issued  or  payment  made to  Subcontractor  nor any
partial or entire use or occupancy of the Project site shall be an acceptance of
any Work not in accordance with the Contract  Documents or be deemed evidence of
proper  performance of the Work.  either in whole or in part, or be construed as
an acceptance of defective workmanship or improper materials.

     18.15  Subcontractor  shall have delivered to Contractor  all  reproducible
final  drawings  showing the Work "as built,,,  and all guarantees and operation
and maintenance instructions for equipment and apparatus.



        ARTICLE 19. CHANGE ORDERS/CLAIM FOR EXTRA COST/'TIME EXTENSIONS

     19.1  Contractor  may order  changes in the Work  consisting  of additions,
deletions,  and revisions.  The  Contractor  shall have the right to delete Work
from the Contract for any reason  whatsoever and to direct Other  Subcontractors
to  perform  such  work,  and in such  event  Subcontractor  shall have no claim
against  Developer,  Contractor or Owner for such deletion of work or for breach
of Contract.

<PAGE>
     The Contract Price and completion  time  requirements  shall be adjusted as
set forth below to the extent that  Developer in its sole  discretion  agrees to
such  adjustment.  All changes in the Work shall be  authorized  only by written
Change Orders  executed by  Contractor's  Project  Manager except that emergency
work may be  authorized  by  Contractor  through  an order  signed  by its field
superintendent.  All  changes in the Work  shall be  performed  pursuant  to the
Contract Documents.

     19.2 Any increase or decrease to the Contract Price resulting from a change
in the Work  shall be  determined  in one or more of the  following  methods  as
deemed applicable by Contractor to a specific situation:

     19.2.1  by mutual  acceptance  of a lump sum,  properly  substantiated  and
itemized;

     19.2.2 by unit prices  stated in the  Contract  or if none are  stated,  as
agreed upon;

     19.2.3 by the sum of the following in the order stated:  (i) the actual and
reasonable  out-of-pocket  cost of  additional  materials;  (ii) the  actual and
reasonable  out-of-pocket  cost of  additional  labor base wage only);  (iii) an
amount for overhead and profit for Subcontractor and its subcontractors equal in
the  aggregate  to  twenty-one  percent  (21 %) of  the  actual  and  reasonable
out-of-pocket  costs of base  wages and  material,  and (iv)  actual  additional
out-of-pocket employee benefits, insurances, welfare, taxes and other fringes.

     19.3 If Subcontractor  objects to the method of determining the increase or
decrease of the Contract Price deemed  applicable by  Contractor,  Subcontractor
shall nonetheless promptly proceed with the additional,  revised or deleted Work
involved.  The  increase or the decrease for such Work shall then be resolved by
the  parties by  agreement  or  otherwise  on the basis of value but in no event
shall such value  exceed the actual and  reasonable  out-of-pocket  cost or cost
savings to the Subcontractor of the additional, revised, or deleted Work.

     19.4 When both increases and decreases are involved in any one change,  the
allowance  for  overhead  and  profit  shall be  figured on the basis of the net
increase, if any.

     19.5 If  Subcontractor  claims  an  increase  in the  Contract  Price or an
extension in the completion rime requirements by reason of a change in the Work,
Subcontractor  shall give Contractor written notice thereof within ten (10) days
after  Subcontractor's  knowledge of the occurrence of the matter giving rise to
such claim.  This notice shall be given by  Subcontractor  before  proceeding to
execute the changed Work, except in an emergency endangering life or property in
which case  Subcontractor  shall  proceed in  accordance  with  Paragraph  15.11
hereof.  No such  claim  shall be valid  unless  notice  is given as  aforesaid.
Subcontractor  shall  proceed to execute the Work,  even though the  increase or
time extension has not been agreed upon.

     19.6 Should  Subcontractor  be obstructed  or delayed in the  commencement,
prosecution or completion of the Work,  without fault on its part, by reason of:
failure to act, direction,  order,  neglect,  delay or default of the Developer,
the Architect/Engineer, the Contractor, or any Other Subcontractor employed upon
the Project; by changes in the Work; fire, lightning,  earthquake, enemy action,
act of God or similar  catastrophe;  by  Government  restrictions  in respect to
materials  or  labor;  or by an  industry-wide  strike  beyond  Subcontractor  5
reasonable control, then Subcontractor shall be entitled to an extension of time
to perform  the Work  which  shall be equal to the time lost by reason of any or
all of the causes  aforesaid,  but no claim for  extension of time on account of
delay  shall be  allowed  unless a claim in writing  therefor  is  presented  to
Contractor  with  reasonable  diligence but in any event not later than ten (10)
days after the commencement of such claimed delay. Except for the causes

     specifically  listed above in this Paragraph 19.6, no other cause or causes
of delay  shall  give rise to an  extension  of time to  perform  the Work.  The
granting of an extension is conditioned upon  Subcontractor's  timely submission
of the aforesaid written notice.  Subcontractor expressly agrees not to make and
hereby waives any claim for damages.  including  those  resulting from increased
labor or material  costs.  on account of any delay  obstruction or hindrance for
any cause  whatsoever  whether or not foreseeable and whether or not anticipated
including but not limited to the aforedescribed  causes and agrees that the sole
right and remedy therefor shall be an extension of time.  provided the requisite
condition as to written claim has been met.

     19.7  Subcontractor  shall  not be  allowed  an  extension  of time  unless
Subcontractor  has  established  to  Contractor's  satisfaction  that the  delay
claimed by Subcontractor is to a portion of the Work on the critical path of the
work schedule.

     19.8  IT IS  EMPHASIZED  THAT  NO  MONETARY  RECOVERY  MAY BE  OBTAINED  BY
SUBCONTRACTOR FOR DELAY TI\11E EXTENSTONS FOR DELAY ARE LIMITED TO TT{E SPECIFIC
CAUSES SET FORTH IN PARAGRAPH 19 6 HEREOF AND.  THEN ONLY UPON  COMPLIANCE  WTTH
THE N~CE AND PROOF REOUTREMENTS OF PARAGRAPHS 19 6 AND 19 7 HEREOF

     19.9 IT TS SPECTFICALLY AGREED BY SUBCONTRACTOR THAT UNDER NO CIRCUMSTANCES
WILL   SUBCONTRACTOR   LOOK  TO  OR  ~AKE  ANY  CLAIM   AGAINST   CONTRACTOR  OR
ARCHTTECT/ENGTNEER FOR THE CONSEOUENCES OF ANY DELAY RESU~NG FROM DIRE~ONS GIVEN
OR NOT GIVEN BY CONTRACTOR  INCLUDING SCHEDULING AND COORDINATTON OF THE WORK OR
RESULTING FROM  ARCHITECT/ENGINEER'S  PREPARATION OF DRAWINGS AND SPECIFICATIONS
OR REVIEW OF SHOP DRAWINGS



                      ARTICLE 20. TERMINATION BY CONTRACTOR

                                                                               
     In  addition  to all  termination  rights  for  cause  under  the  Contract
Documents, Contractor shall have the right, for any reason or for no reason, and
at any time, by written notice to  Subcontractor,  to terminate the Contract and
require Subcontractor to cease the Work hereunder.  In the event that Contractor
shall terminate the Contract pursuant to this Article 20, Subcontractor shall be
paid a pro rata portion of the  Contract  Price based on the Work in place prior
to such termination as Contractor shall determining,  and Subcontractor shall be
entitled to no other payment.



                      ARTICLE 21. COOPEPATJON WITH LENDERS

                                                           
     Subcontractor  shall  at  all  times  cooperate,   to  the  course  of  its
performance  of the  Work  and of the  Contract,  with any  entity  or  entities
providing  financing for the Project,  and shall agree in writing to all changes
and  modifications to the Contract  Documents which are requested by such entity
or  entities  that  do  not  impose  any  substantial   additional   burdens  on
Subcontractor   or   materially   reduce   or  limit   Subcontractor's   rights.
Subcontractor shall supply such information and certifications as reasonably may
be required  from time to time by the  aforesaid  lending  entity or entities in
order that Owner or Developer can satisfy conditions to lender's  obligations to
make advances upon Owner's or Developer's construction loan.



<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15,1996  between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration/Retail LMB Project No.2458.03
Trade:      Structural Steel/ Metal Deck/Selective Demolition


          The  provisions of these Special  Conditions  modify or clarify and/or
          add  to the  Contract  Documents.  To the  extent  that  there  is any
          contract  or  ambiguity   between  the  provisions  of  these  Special
          Conditions and the terms and conditions of the Contract Documents, the
          stricter, more comprehensive,  more demanding requirement or provision
          shall control,  subject to Paragraph 4 of the Trade Contract Agreement
          and  Articles 18 and 19 of the General  Conditions.  Unless  otherwise
          defined  herein,  all terms  shall be defined as set forth ~ the Trade
          Contract Agreement, General Conditions and Project Specifications.

            TLME RESTRICTIONS

1.        All work on  occupied  tenant  towers  shall be on off hours which are
          defined as 6:00 P.N{.  through 7:00 A.NL Monday  through  Friday,  and
          1:00 P.M. through 6:00 A.M. Saturday, and all day Sunday.

2.        No movement of material is  permitted  through  public  areas  between
          hours of 7:00 A.M. to 10:00 A.~L and 4:00 P.M. to 7:00 P.M.

3.        Personnel  access  between hours of 10:30 P.M. to 5:30 A.M. is limited
          to 105 East 4~d  Street.  All  other  times use  Elevator  "B" at 43rd
          Street entrance.

            MATERIAL/PERSONNEL ACCESS

4.         All access into the building shall be through entrances designated by
           the Contractor. Subcontractor's personnel shall abide by all security
           and building access requirements required by the building management.

5.         This Subcontractor is fully aware of the difficulties in facilitating
           deliveries  and of unloading  materials,  equipment,  and manpower at
           this  site.  The cost of short bed  trucks,  off hour  deliveries  of
           equipment  and  associated  charges are  included in the  subcontract
           price. This Subcontractor  will coordinate  deliveries to comply with
           the  requirements of the New York City  Department of  Transportation
           and other  governing  agencies.  Trucks and materials shall not block
           the sidewalks.

6.         Material may be delivered  through the 43rd Street delivery  entrance
           off Lexington Avenue or via rail.

7.         Subcontractor  may access the  terminal via  Metro-North  work train.
           Work trains may be made  available to deliver  material  from BN yard
           (225th Street off Broadway) to GCT.
           a)     A minimum of 12 days advance notice is required.
           b)     Subcontractor to assume all responsibility to schedule and pay
                  for the use of a Metro-North work train.


<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15,1996  between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration I Retail LMB Project No.2458.03
Trade:      Structural Steel/ Metal Deck/Selective Demolition

8.        Freight  access  during  construction  period is permitted  via use of
          Elevator  "B" at 43rd Street  loading area and is limited to the hours
          of 7:00 A.M. to midnight, 5 days/weeks without charges.  There will be
          charges at other hours.

9.         Subcontractor  shall prepare and submit for review,  coordination and
           approval  site  logistic  plan  indicating  personnel,  material  and
           equipment to be used within Subcontractor's work areas.

          LIFE SAFETY

10.        Subcontractor  is  advised  and  understands  that all areas of Grand
           Central  Terminal are  designated "No Smoking".  The Contractor  will
           enforce this  requirement  strictly.  Violating  personnel will incur
           minimum fine of $500.00 (five hundred dollars) per occurrence.

11.        Gasoline/gas powered tools may not be used in the tunnel. Torches for
           soldering or burning are excluded from this  restriction,  subject to
           the conditions of paragraph 16 below.

12.        Subcontractor  is responsible  for supplying all labor,  material and
           equipment for  firewatches  including  fire  extinguishing  equipment
           during welding, burning and similar operations.

13.        Subcontractor  must  provide  all  necessary  and  required  shields,
           screens and protective blankets for personnel and material during all
           welding, burning or other similar operations.

14.        Subcontractor  shall not  cause any n9ise to exceed  level of 50db at
           any  point  3'4)"  away  from  space or area at  which  work is being
           conducted.  Contractor  will utilize his best effort within  industry
           standards  to comply  Le.  mufflers,  etc.  customary  to this  Trade
           Contractor's work

15.        Prior to loading of any floors in Grand Central  Terminal for storage
           or delivery  purposes  Subcontractor  shall obtain  authorization  in
           writing from General Contractor to assure that allowable uniform live
           loads are not  exceeded.  Allowable  loads on structure are stated in
           the specifications.

16. No burning or welding is allowed  prior to obtaining  written  approval from
Lehrer McGovern Bovis.



          PROTECTION OF METRO-NORTH


<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15,1996  between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration I Retail L~IB Project No.2458.03
Trade:      Structural Steel/Metal Deck/Selective Demolition

17.        All   shutdowns   of   active   permanent   or   temporary   services
           (Subcontractor  tie-ins,  ~.e.  electrical,  water,  etc.)  shall  be
           coordinated through the General Contractor. Shutdowns may be required
           to be performed during off-hours. Any and all costs of off-hours work
           required  for shutdown  tie-in is included in the Contract  price and
           shall not be the basis of a request  for  change  order.  where  such
           shutdowns  are   required,   Subcontractor   shall  provide   written
           notification  at least  seventy-two  (72) hours in  advance  and must
           obtain   approval  from  the   Owner/General   Contractor   prior  to
           proceeding.

18.        Track outages must be scheduled in advance through Contractor.  Track
           outages may be allowed  from 9:30 P.M. to 5:30 A.M.  during  weekdays
           and  all  hours  during  Saturday  and  Sunday.  Third  rail  will be
           de-energized by Metro-North.

19.        Request for track outages are to be submitted (14) days in advance of
           the date such outage is desired.  No work may actually commence until
           an authorized Metro-North  representative  affirmatively advises that
           necessary protection forces are stationed, and that work may proceed.

20.        Subcontractor may not claim for any lost time due to non availability
           of  track   outages,   or   conflict   with  usage  by   Metro-North.
           Subcontractor  acknowledges  that the track  outage  can  neither  be
           guaranteed nor accurately predicted.

21.        Except  as  expressly  provided  herein,  use  of  other  Metro-North
           facilities including, but not limited to elevators and public toilets
           is prohibited.  Contractor will designate a temporary toilet facility
           for use of Subcontractor.

22.        Under no circumstances shall Subcontractor  personnel cross an active
           track without supervision of a Metro-North  flagman.  All request for
           flagman  shall be made in writing to  Contractor no less than 14 days
           in advance.  No delay claims shall be made due to  unavailability  of
           flagman.

23.        No construction  related activity shall interfere with  Metro-North's
           tenant and/or operation and public use of space.

24.        Subcontractor shall not reduce width of any passage entrance or other
           access to Grand Central  Terminal without prior written approval from
           the General Contractor.

25. No  Subcontractor  signage  shall be  displayed  except as  required  by NYC
Building Department

26.  Subcontractor  equipment and materials  shall at all times  maintain  16'~"
clearance from top of rail.


<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15,1996  between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration I Retail L~ Project No.2458.03
Trade:      Structural Steel/ Metal Deck/Selective Demolition

27.        All  Sub  contractor   personnel  traveling  within  15'~"  of  track
           centerline shall be accompanied by a MetroNorth flagman.

28.        When  loading a  flatbed,  the load shall not exceed the width of the
           car (10'O") and height of 12' from the top of the rails.

29.        Subcontractor  shall  ensure  that all work  areas  are kept  flee of
           accumulations   of  waste  and  rubbish,   that  occupied  areas  and
           passageways  are kept  unobstructed,  and that  work  activities  are
           confined to authorized areas.

30.        Subcontractor   shall  strictly  adhere  to  all   instructions   and
           directions   issued  by   Metro~North   to  prevent   disturbance  or
           interference  with its business  operations and shall promptly comply
           with any stop work orders,  and shall at all times manage the Work to
           minimize disturbance or interference to Metro North's operations.

31.       Subcontractor shall at all times enforce compliance with Owner's rules
          and regulations governing its properties and operations.

32.        Subcontractor shall direct the course of its construction  operations
           so as to safeguard the tracks,  rolling stock and other equipment and
           appurtenances  of  Metro-North  from being  damaged in any manner and
           agrees to be financially responsible for same.

33.        Subcontractor  shall  comply  with all  requirements  of  Metro-North
           applicable to this type of construction and agrees not to perform any
           operations which might foul the right-of-way until  Subcontractor has
           complied with such rules and procedures.

$4.        An operating  track will be  considered  fouled when any equipment or
           material  is or may be brought  closer  than  fifteen  (15) feet from
           gauge of near rail.  A crane,  derrick or similar  piece of equipment
           shall also be considered as fouling the track when it is brought over
           the  right-of-way  within the prism created by the ten-foot rule. The
           same  rules will apply to the  fouling  of power,  communication  and
           signal lines or to storage of materials.

35.        Without regard to the rules on fouling, whenever any part of the Work
           may affect the safety or movement of trains,  the method of doing the
           same shall first be submitted to Contractor for approval, and may not
           be performed without such approval.  Contractor's  approval shall not
           release   Subcontractor  from  any  of  his  obligations  under  this
           Agreement.


<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15,1996  between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration I Retail L~ Project No.2458.03
Trade:      Structural Steel/Retail Deck/Selective Demolition

36.        Subcontractor  may not store  materials or equipment upon Metro North
           property without first obtaining written permission from Contractor.

          HISTORIC L~NDMAKK

37.        This  project   takes  place  in  an  historic   landmark   building.
           Subcontractors shall treat materials, fixtures and objects regardless
           of apparent condition with utmost care-

38.        No work  involving  cutting or removal of historic  surfaces or items
           shall occur without Architect/Engineer's 'S approval.

39.        As inaccessible  areas are exposed by surface removal,  Subcontractor
           may be required to temporary  halt work, at no additional  cost,  for
           further architectural investigation and recording.

          SITE I~WESTIGATION

40.
Subcontractor   shall  carefully  inspect  the  site  of  the  Work,  and  shall
independently and fully satisfy itself with respect to all surface,  subsurface,
concealed,  exposed and other  physical  conditions at the site, all general and
local  conditions,  and all other  matters  which  might in any way  affect  the
Contract or its performance.  Neither the Owner,  Contractor,  or the Architect/
Engineer has made and shall not make representation as to the nature,  existence
or location of any conditions,  existing  installations,  or obstacles that that
may be  encountered,  whether  concealed  or  exposed,  or any  general or local
conditions  which may in any way affect the  Contract  or its  performance,  and
nothing  contained  in the  Contract  Documents  shall  be  construed  as such a
representation.  [omitted]  The  Subcontractor  shall  satisfy  itself as to the
accuracy of all grades,  elevations,  dimensions and locations.  In all cases of
interconnection  of its Work with existing or other work, it shall verify at the
site all  dimensions  relating to such existing or other work. Any errors due to
the Subcontractor's failure to so verify all such grades, elevations,  locations
or  dimensions  shall be promptly  rectified  by the  Subcontractor  without any
increase to the Contract Price.

         Subcontractor   hereby   represents  that  it  is  experienced  in  the
         construction  of  buildings  in  New  York  City,   familiar  with  all
         applicable building codes, standards, and regulations, to our trade and
         aware  that  conditions   encountered  in  the  course  of  substantial
         renovation  projects  frequently are not anticipated or accommodated by
         the Architect/Engineer's plans and specifications.  Subcontractor shall
         expect adjustments and modifications to the Work as called


<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15,1996  between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration/Retail LMB Project No.2458.03
Trade:      Structural Steel/Metal Deck/Selective Demolition

          for in  the  Contract  Documents  in  order  to  accommodate  existing
          conditions at the site as they  eventually may be found to exist,  and
          shall  perform  such  adjusted or modified  work as per unit prices in
          Contract.


          THE SUBCONTRACTOR'S OBUG~ON TO PROCEED WITH WORK

     41.  Subcontractor  shall at all times  promptly  proceed  with the Work as
ordered and directed by Contractor in writing.  Subcontractor  shall not suspend
all or any part of the Work or refuse to comply,  with any order or direction of
Contractor  pending  reasonable  negotiating  of any  dispute  or for any  other
reason.  Any such  suspension  or  refusal  shall be a  material  breach  of the
Contract.  Subcontractor  may reserve whatever right, if any,  Subcontractor may
have to make claim with respect to any order, direction,  action or inaction of,
the  Contractor  by giving  notice as required by Paragraph 45 of these  Special
Conditions,  and by advising in writing,  prior to  proceeding  with the work in
question, that Subcontractor is proceeding under protest

          HOLIDAY RESTRICTIONS

42.        Subcontractor  shall not  schedule  nor perform any  activities  that
           require any overnight inspection or support of any kind by Contractor
           or Metro-North or that interferes with the operation of trains or the
           flow of passengers  from I p.m.  through  midnight on the eve of each
           holiday and from 12:01 a.~ through  midnight the day of each holiday.
           The holidays subject to the foregoing are:

                             o  New Year's Day
                             o  President's Day
                             o  Memorial Day
                             o  Independence Day
                             o  Labor Day
                             o  Thanksgiving Day
                             o  Christmas Day

          Subcontractor's  compliance  with  the  foregoing  holiday  scheduling
          provisions  shall in no way be a basis  for any  claim  for  delays or
          additional payment under the contract.
43.       In  addition,   Subcontractor  shall  not  schedule  nor  perform  any
          activities  that interfere with the operation of trains or the flow of
          passengers from 1 p.~ through 9 p.m. on the eve of Rosh Hashanah,  the
          eve of Yom Kippur, the eve of the first day of Passover,  and December
          23rd.. Activities such as, but not limited to, the set-up,  relocation
          and dismantling of protective barriers, barricades, scaffolding an the
          like, and any activities that produce loud noises, dusts, fumes,


<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15,1996  between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration I Retail L~~IB Project No.2458.03
Trade:   Structural Steel/Metal Deck/Selective Demolition


          airborne  contaminants  and other  discharges  will be  considered  as
          interfering with the operation of trains and the flow of passengers.

44.        The date  0(pound)  observance  at the worksite of all the  foregoing
           will be as determined by  Metro~North.  For any holiday that is to be
           observed on a Sunday or Monday, the designated eve of such a holiday,
           which  will  be  subject  to the  above  restrictions,  shall  be the
           preceding Friday.


           NOTICE

     45. Notice of any claim by Subcontractor for extra  compensation or damages
of any Sort shall be given in writing to  Contractor  within  three (3)  working
days after the first act, omission,  occurrence,  or circumstance upon which the
claim is based. The purpose of this notice is to give Contractor the opportunity
to  promptly:  (a) to cancel  or revise  orders  or  directions,  change  plans,
mitigate or remedy  circumstances  giving rise to the claim or take other action
that may be desirable,  ~) to monitor and verify the facts and  circumstances as
they occur,  and (c) to verify any costs and expenses  claimed by  Subcontractor
contemporaneously  as they are  incurred.  Notice  is  required  whether  or not
Contractor,  the  Owner,  or the  Architect/Engineer  is aware  of the  facts or
circumstances  which  constitute  the basis for  Subcontractor's  claim,  and no
action or conduct of Contractor,  the Owner, or the Architect/Engineer  shall be
regarded as a waiver of such notice requirement, except only a written statement
to that effect signed by Contractor.  Failure of  Subcontractor  to give written
notice as required  shall  conclusively  be deemed to be a waiver and release of
any claim, and such notice shall be a condition precedent to the Subcontractor's
right to make  any  claim  arising  out of,  under,  or in  connection  with the
Contract or its performance.

          GOVERNING LAW AND JURISDICTION

46.      The Contract,  and any and all questions and disputes arising out of or
         relating to it, shall be governed by the laws of the State of New York.

47.      Any action, proceeding1 claim, or cause of action brought by Contractor
         or Subcontractor  against the other,  arising out of or relating to the
         Contract or the breach thereof,  shall be brought only in the Courts of
         the  State of New  York,  in the  venue in which  the  project  site is
         located,  and the parties  hereby consent to the  jurisdiction  of said
         courts for the purpose of any such action or proceeding.

          MISCELL~NEOUS ITEMS


<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15, 1996 between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration/ Retail L~ Project: No.2458.03
Trade:      Structural Steel/Metal Deck/Selective Demolition


4$.        The  Subcontractor  represents  and warrants  that all shop  drawings
           shall be prepared by persons and entities  possessing  expertise  and
           experience in the trade for which the shop drawing is prepared.

49.        All notices required to be given by  Subcontractor  under the General
           Conditions  shall be given by  Subcontractor  within seven (7) rather
           than ten (10) days. Within three (3) days after such notice is given,
           Subcontractor shall give to Contractor its best estimate (and reasons
           therefor)  of (a) the  period  of  delay  likely  to  ensue  from the
           circumstances  set  forth  in  the  notice  and ~)  the  steps  which
           Subcontractor has taken or intends to take to mitigate the effects of
           such circumstances.

50.        The Subcontract  Price will not be increased and no extension of time
           will be  granted on account  of  errors,  omissions,  ambiguities  or
           conflicts in the Drawings and  Specifications,  or variances  between
           the  Drawings   and   Specifications   and  such  laws,   ordinances,
           regulations and rules, which  Subcontractor  recognized or reasonably
           should have recognized and failed to report to Contractor.

51.        If  Subcontractor  at any  time  after  the  date of  this  Agreement
           discovers  any errors,  omissions,  ambiguities  or  conflicts  in or
           between any  Drawings  and  Specifications  or any  variances  in any
           Drawings   and   Specifications    with   any   legal   requirements,
           Subcontractor   shall   notify   Contractor   in  writing  and  await
           Contractor's  determination and clarification  before proceeding with
           the Work in question.  Any Work performed  before such  determination
           and clarification shall be at Subcontractor's sole risk and expense.

52.        Subcontractor  shall be  responsible  for laying out the Work and for
           checking  and  for  reporting  to  Contractor,  for  correction,  any
           inconsistencies   in   dimensions    indicated   on   the   Drawings.
           Subcontractor  shall in no case  attempt to  determine a dimension by
           scaling a Drawing. The Concourse/Utilities Price and the Retail Price
           will not be  increased  on  account  of any such  inconsistencies  in
           dimensions.

53.        Subcontractor  shall keep an accurate  record of all deviations  from
           the  Drawings  and  Specifications  which  may  occur  in the Work as
           actually constructed and all other conditions of the Work as actually
           constructed.  Upon completion 0(pound) the Work,  Subcontractor shall
           furnish to Contractor a full and complete set of such mylar  as-built
           drawings  for all  aspects of the Work not later than sixty (60) days
           after completion of Subcontract. Final payment to Subcontractors will
           not  be  made  without  acceptable   as-built  drawings  having  been
           delivered to Contractor.


54.        Time is of the essence of this Agreement.  Subcontractor2s failure to
           meet its Substantial Completion Date or the Final Completion Date may
           cause  increased  costs  and  damages  to  Owner,  including  without
           limitation, increased


<PAGE>
     SPECIAL  CONDITIONS to Contract dated May 15, 1996 between Lehrer  McGovern
Bovis, Inc. & U.S. Bridge of New York, Inc.

Grand Central Terminal Restoration/ Retail L~ Project No.2458.03
Trade:     Structural Steel/ Metal Deck/Selective Demolition


          administrative  costs,  interest costs, loss of rental income and loss
          of use, and  Subcontractor  shall be liable to Contractor and/or Owner
          for delays.

55.        If Contractor so authorizes Subcontractor,  in writing, Subcontractor
           shall proceed with and may  requisition  payment for the Work covered
           by the Change Order in the absence of a fully executed Change Order.


     56.  Subcontractor  shall  warrant  all of the Work for a period of two (2)
years from the issuance of certificate of final  completion by Contractor or the
date  of  final  payment,   whichever   occurs  first,   against  any  defective
workmanship,  equipment or materials, and shall be responsible for any damage to
any other portion of the Work or the Project resulting therefrom.  Subcontractor
shall promptly  correct any such defect in the Work at  Subcontractor's  expense
upon  notice  from  Contractor  or  Owner  during  such  period,  and  shall  be
responsible  for all costs incurred in repairing or replacing any such defective
workmanship, equipment and materials and damage to other portions of the Work or
the Project In the event that  Subcontractor  performs any corrective work after
the first year of such two-year warranty period,  Subcontractor's  warranty with
respect to such corrective work shall extend until twelve (12) months alter such
corrective  work was performed.  Acceptance will occur on an area by area basis,
although  warranty of the work shall be for a period of two years from  issuance
of Owners certificate official completion.



<PAGE>
     EXHIBIT "B" TO CONTRACT,  DATED MAY 15,1996, BETWEEN LEHRER McGOVERN BOVIS,
INC. & US BRIDGE OF NEW YORK

     Trade:  Structural  Steel/Metal  Deck/Selective  Demolition  Grand  Central
Terminal I Retail L~ Project ~2458.O3

     1.This Scope of Work is intended to indicate, but not limit, die work to be
performed.  The scope shall include,  but is not limited to all necessary labor,
material,   accessories,   equipment,   hardware,   fasteners,   tools,  layout,
engineering,  supervision,  hoisting,  scaffolding,  shop  drawings,  packaging,
trucking, freight, delivery, permits, insurance,  applicable taxes and all other
services  required for die complete  performance of die Structural Steel I Metal
Deck  Selective  Demolition  and all related work for this project in accordance
with this Scope of Work and die  Drawings and  Specifications  listed in Exhibit
"A" attached to die Subcontract.

     2. The  Work  shall be  furnished  and  installed  in  accordance  with die
Drawings and  Specifications  prepared by die Architect  and/or Engineer for die
Project. Any deviation from said Drawings and Specifications shall require prior
written approval from die Architect and/or Engineer and die General  Contractor.
Any  correction  work  required as a result of  unapproved  deviations  shall be
charged to die Subcontractor.

     3.  Subcontractor  acknowledges  having visited die job site to familiarize
himself  with die work area and all  existing  conditions.  Subcontractor  shall
field measure all existing conditions as required.

     4.  Subcontractor  represents that he is familiar with and has expertise in
die performance of this trade.  Further,  die Subcontractor knows of; and agrees
to die Project  requirements  for premium quality  consistent with a first class
building and working in a historic  landmark type  facilities in accordance with
the best  practices  of the trade,  industry  and  Drawing  and  Specifications.
Subcontractor is aware of the Project Requirements regarding access and hours of
operation.

     5.  Subcontractor  has examined die Drawings and  Specifications  listed in
Exhibit "A" and shall  identify all options and costs  savings  available to die
Owner while providing highest quality system.  Modifications  made to conform to
the legal  requirements  and good  construction  practice will be included at no
additional costs.

     6.  All work is to be  performed  in  accordance  with  die  latest  safety
standards as established by legal  requirements,  Q.S.H.A.  all other applicable
regulatory bodies.

     7.  General  Contractor  may require  Subcontractor  to perform all work in
areas out of sequence if required if reasonable. In addition,  Subcontractor may
be required to leave out portions of his work for temporary  services and return
at a later date to complete  die work.  Comeback  time will be at no  additional
cost to die Owner or General Contractor.

     8. Ten days after award of die  Contract,  this  Subcontractor  will submit
shopdrawing  submittal  schedule to die General  Contractor.  This Subcontractor
will then prepare  complete shop drawings and present  required  submittals  for
approval  as  required  by  die  Architect  at  no  additional  cost  to  Owner.
Subcontractor  shall submit samples of all materials for approval,  as described
in die Specifications. The material used on the Project shall match the approved
samples in all  situations,  and shall be strict  accordance with that approved.
Both shop drawing


<PAGE>
     and  sample  submissions  must be in  accordance  with the  schedule.  This
Subcontractor will only work from and use approved drawings and samples.

     9. If Specification  requires,  Subcontractor shall provide mock-ups of his
Work, by performing such work in an area designated by the General Contractor in
advance of his normal  sequence for the project.  Such work will be critiqued by
General  Contractor,  Owner, and  Architect/Engineer.  Subcontractor  shall then
perform his work( in accordance  with those  comments at no  additional  cost as
transmitted to Subcontractor by General Contractor.

     10. This Subcontractor  shall provide General Contractor with the names and
addresses of material  manufacturers,  suppliers and second tier  subcontractors
anticipated   to  be  used,   including   utilizing   ~I/WBE   entities.   These
subcontractors  shall  be  governed  by  all  Terms  and  Conditions  (including
insurance  requirements)  of die Contract  between  Subcontractor  and Owner. No
subcontractors  may be used,  solicited or allowed to enter the job site without
prior written approval from General Contractor.

     11. This  Subcontractor  shall attend  weekly job meeting  scheduled by the
General Contractor,  and will properly coordinate the work with other trades and
resolve  matters  related to  completion  of work on schedule.  If  required,  a
principal shall also attend. The work of this  Subcontractor  shall be performed
in a  manner  that  does  not  impede  or  delay  another  Subcontractor  in the
performance  of his work.  Subcontractor's  Project  Manager shall attend weekly
construction coordination meetings at the job site as scheduled.

     12. This  Subcontractor will be prudent in the execution of its works so as
not to damage existing  construction.  Protection of existing is by others while
performing  his  work in  accordance  with  the  Special  Conditions.  Any  work
performed by others,  previous,  existing,  and/or new,  that is damaged by this
Subcontractor  or his  employees or agents shall be the  responsibility  of this
Subcontractor to replace at no additional cost to the Owner.

     13. All  deliveries  of  material  shall be  coordinated  with the  General
Contractor's  field personnel,  in accordance with the Special  Conditions.  The
contract  price  includes  all  off-hour  deliveries,   if  required.  Under  no
circumstances  shall  off-hours  deliveries  occur  without prior consent of the
General  Contractor.  Subcontractor shall provide flagmen for traffic control as
and when required.  Subcontractor  shall comply with all traffic regulations for
the City of New York and shall be responsible for any fines or violations caused
by any Subcontractor's vehicles or personnel.

     14.  This  Subcontractor  will be  fully  responsible  for all  engineering
coordination,  and layout of this work.  Bench  marks  shall be  provided by the
General  Contractor  and Axis lines.  All other  survey work  required  for this
Subcontractor's work shall be this Subcontractor's responsibility.


<PAGE>
     15.  Subcontractor  will  be  responsible  for  rigging  and  hoisting  all
necessary  equipment and material.  Subcontractor shall have the use of elevator
for hoisting  not to exceed  elevator's  weight  limitation  for material  only.
Arrangements  for use will be made at least 72 hours in advance with the General
Contractor's  field supervisory  personnel.  Subcontractor  shall furnish labor,
materials and equipment to erect,  dismantle and transport any scaffold required
to complete his work. If Engineer or Elevator  Operator is required,  Contractor
includes this cost. It is the  responsibility of this  Subcontractor that should
this  Subcontractors  work  necessitate a master  mechanic,  it will be the sole
responsibility of this Subcontractor.

     16. All materials  delivered shall be adequately  protected from weather at
all times,  and shall be received and stored at the job site in an approved area
and manner as established by the General Contractor.

     17. This  Subcontractor  is responsible  for handling and managing  rubbish
generated by his trade.  This  subcontractor is responsible to place all rubbish
in containers  provided by L~MB LMB is responsible  for providing and removal of
containers;  and/or  a  location  identified  by the  General  Contractor.  This
subcontractor must keep his work place  exceptionally clean on a daily basis. In
case this  subcontractor  does not keep the work area clean,  L~ will remove and
clean the area after giving  notification to this  subcontractor  and backcharge
this subcontractor for cost of appropriate union trades(Laborers, etc.).

     18. Subcontractor shall alert the General Contractor to the areas that have
been  completed,  and  work  shall  be  reviewed  on  an  area  by  area  basis.
Subcontractor  shall cooperate in determining the proper programs for protecting
and securing finished spaces.

     19. If  Subcontractor's  shanties are permitted by Owner,  they shall be of
fireproof construction and fire protected and shall be placed and relocated when
and where directed. This Subcontractor includes two (2) moves as directed by the
General  Contractor.  Light,  power,  A/C &  sprinkler/fire  protection for such
shanties shall be the responsibility of this Subcontractor.

     20. This  Subcontractor  shall maintain a (Central  Project Foreman) at the
job site during any time in which his  employees  are  working on this  Project.
This contractor's field supervisory staff shall speak English fluently.

     21.  Alcohol,  drugs and weapons shall not be allowed on the job site under
any circumstances, and shall be cause for immediate expulsion.  Subcontractor is
advised and understands  that all areas of Grand Central Terminal are designated
~o Smoking". Subcontractor will enforce this requirement strictly.

     22. The work of this  Subcontractor  shall  commence upon execution of this
contract or notification to proceed. This Subcontractor must immediately satisfy
specific   contract   requirements,   which  will  otherwise   prohibit  on-site
activities, delay work, and/or prevent payment. These 3 of 19


<PAGE>
         requirements are:

     22.1 Insurance Compliance (see Exhibit "C") in 10 calendar days

     22.3 Bonding Compliance (see Exhibit "F") in 25 calendar days

     22.4 Submittal, Fabrication and Installation Schedule in 10 working days

     22.5  Trade  Payment  Breakdown  Compliance  in 10  calendar  days  MBE/WBE
Subcontracting Plan in 10 working days

     23. The  Subcontractor  is required by O.S.H.A  regulations  to institute a
hazard communication program. Under said program, Subcontractor must inform both
the General Contractor and all other Subcontractors on the site of any hazardous
chemicals  being  used  by  Subcontractors'   employees  on  this  Project.  The
Subcontractor shall provide General Contractor and all other Subcontractors with
copies  of  a  Material  Safety  Data  Sheet  [\(pound)ISDS],  must  warn  other
Subcontractors  in  Subcontractor's  work area of the existence of any hazardous
chemicals,  must insure that any containers  containing  hazardous chemicals are
appropriately labeled, and must maintain an inventory of any such chemicals. The
Subcontractors shall have an employee trained in safety practices on site during
all operations.

     24.  This  project is subject to  Certificate  of Capital  Improvement  and
consequently exempt from associated taxes.

     95, All formal notices to be Sent in duplicate to:



<PAGE>
Lehrer McGovern Bovis, Inc.
200 Park Avenue-9th Floor
New York, NY 10166

Lehrer McGovern Bovis, Inc.
200 Park Avenue-9th Floor
NewYork , NY 10166


<PAGE>
Attn: Brian Peters                         Attn: Mark Nelson
Senior Vice-President                      Senior Vice-President General Counsel

     26.  This  Subcontractor  shall  abide by all  requirements  of Metro North
Railroad  for Work in or adjacent to areas of the  terminal.  All workers are to
attend a Safety  Class  prior to being  allowed  to work in the  Terminal.  This
Contract  shall make every effort to minimalize  the impact of all  construction
activity  to  pedestrians.  Specific  requirements  for all work in these  areas
enumerated under Special Conditions of this contract.

     27. Subcontractor is advised and understands that this project requires the
wearing of hard hats at all times in work  areas.  Violators  will incur fine of
five hundred dollars per occurrence.  A subsequent  violation will be reason for
immediate dismissal.

     28.  Subcontractor is advised that safety goggles must be worn in the areas
by all personnel whether engaged in work or observing.


<PAGE>
     29. All  professional  engineering  and design costs,  performance  of site
surveys,  investigate  analysis,  etc. which may be required for the preparation
and  submission of the  Subcontractor's  shop drawings,  details,  calculations,
procedures, and performance of coordination are included in the Contract.

     30. Furnish and install all safety devices for welders,  grinders, etc., as
required by codes and O.S.H.A.  Welder's  certificate  submitted a minimum often
(10) business days prior to work starting.

     31. Should questions of union jurisdiction  arise, the Subcontractor  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
Subcontractor   fall  to  take  expeditious   actions,   Subcontractor  will  be
responsible for any time lost as a result of delays arising from such disputes.

     32. The Subcontractor  shall submit to the General  Contractor's  office an
accurate manpower count by 8:00 A.M. of each day for manpower working within the
Terminal  that  day.  In  addition,  the  Subcontractor  shall  include  a brief
description  of the work  that is being  performed  and the area the work  being
performed and the manpower assigned to the task(s).

     33. All cutting,  chasing,  chopping required for performance of this trade
shall be this Subcontractor 5 responsibility.  All cutting, chasing a~ Selective
Demolition areas is to be performed by this Contractor.

     34. This  Subcontractor  shall submit to General Contractor a Trade Payment
Breakdown  within  ten  (10)  day  of  award.  Trade  payment  breakdown  should
delineation  of various major scope items as  identified  in Exhibit "B",  Scope
Item No.55. Upon approval by the General Contractor, the Trade Payment Breakdown
with labor and material allocations shall be used for requisition purposes. This
will also apply to subsequent change orders.

     35. The use of any mechanical  equipment such as cranes,  chain falls, etc.
Is  acceptable  provided  same meets safe  practice.  This  Subcontractor  shall
provide all jurisdictional labor as required.  This Subcontractor to include all
necessary engineering and drawings with a N.Y.C. licensed P.E. stamp identifying
all  loading  requirements  to be applied  to  existing  floors due to  material
deliveries  and/or  use of  mechanical  rigging  equipment,  for  review  by the
Structural Engineer of Record.

     36. This  Subcontractor  is  responsible  for power hook ups and associated
costs for his  equipment  and  machinery.  Power  sources to be provided to work
areas by LMB.  Provide fused  disconnects as required.  This also applies to all
Subcontractor's  electrically  driven  tools  or  above  110  volts  high  power
consumption. Subcontractor shall schedule electrical hook-ups in advance.


<PAGE>
     37.  Penetrations  are not to be made  without  prior  notification  of and
authorization  to proceed  from,  the General  Contractor.  Subcontractor  is to
provide shop drawings  identifying  location and size of penetrations  which are
required to be approved prior to proceeding with the work.

     38. Qualifications and exclusions contained in Subcontractor's proposal for
this work are not accented or agreed to unless specifically incorporated in this
Scope of Work.

     39.  Perform  all tests that are  required  and  specified  by code or good
practice.  This Subcontractor shall notify the General Contractor 72 hours prior
to start of such test to allow Owner's and/or General Contractor  representative
time to be  present.  In the event that this is not  accomplished,  the  General
Contractor reserves the right to request another test.

     40.  Contract  amount includes all permits,  licenses,  certificates,  U.L.
labels,  guarantees,  test reports,  coordinating  and  scheduling  inspections,
applications  and  necessary  fees  pursuant  to  specifications,  codes and any
governmental agency having jurisdictions.

     41. Lehrer McGovern Bovis,  Inc. safety personnel will issue citations upon
non compliance with safety requirements by this Subcontractor's field personnel.
Upon issuance of every  citation,  S500.00  dollars will be  backcharged to this
Subcontractor

     42. This  Subcontractor  acknowledges  that LEHRER McGOVERN BOVIS, INC. and
Metro-North  are  extremely  safety  conscious  and  will not  tolerate  any non
compliance with safety rules.

     43. This  Subcontractor  will be  responsible  for  horizontal and vertical
movement of their material and equipment. Elevator freight car available to this
Subcontractor  at no charge,  during normal  working hours.  Subcontractor  must
schedule use time with General  Contractor's field personnel.  Arrangements must
be made at least 72 hours in  advance.  Any  scheduled  lift  time  which is not
utilized  by missed  delivery or  canceled  within 24 hours of delivery  will be
charged to this Subcontractor ~ ~300.00Ihr.  This Subcontractor understands that
they shall not be  reimbursed  for any loss of time due to freight  car or hoist
down time and or waiting time.

     44. All  material  and  equipment  not  capable  of being  hoisted in house
elevators  shall be rigged and  hoisted by this  Subcontractor  at his own cost.
This  Subcontractor  includes  all cost and assumes all  responsibility  for any
additional   protection  of  existing   finishes  and  loading  and  or  support
requirements needed due to this Subcontractor's rigging loading hoisting needs.

     45. Construction  schedule will be issued and updated by General Contractor
on BI-weekly  basis.  This  Subcontractor  is required to provide weekly updates
covering activities relating to this trade.

     46. Before starting any work,  this  contractor  shall examine the existing
work of others,  to which the new work is to be  applied,  and shall  notify the
General  Contractor  in writing of all defects which would effect the quality or
performance and/or the appearance of this work to be installed. 6 of 19


<PAGE>
     Proceeding with the work  constitutes  this  Contractors  acceptance of the
existing conditions as having met all requirements for proper installation. This
clause  is only  applicable  if above  mentioned  existing  work by  others  was
completed under this specific renovation project

     47. This  Subcontractor  shall  warrant all of the work for a period of two
years from  issuance  of Owner's  Certificate  of Final  Completion  against any
defective  workmanship,   equipment  or  materials.   This  Contractor  will  be
responsible for damages to any other work resulting from above.  Acceptance will
occur on an area by area  basis,  although  warranty  of the work shall be for a
period of two years from issuance of Owners certificate official completion,  or
no later than a start date of July 1998 for this warranty period to commence.

     48.  LNIB has the right to  authorize  in  writing  this  Subcontractor  to
proceed with extra work,  overtime and/or premium time in the absence of a fully
executed  change  order or agreed upon price.  If a price can not be agreed upon
within 72 hours after commencement of work, unit prices may be applicable.

     49. Includes strict compliance with NIBEIWBE and other  affirmative  action
requirements as enumerated in Exhibit ~'G".

     50. This subcontractor  includes all provisions for operating his tools and
equipment's,  including power,  water, etc.  Utilities and water must be to work
are

     51. This  subcontractor to furnish his superintendent and lead Foreman with
radio, keyed to LMB channel.  Radio to be kept 'ON" at all times when working on
project.  No work is to be performed with Out the presence of Foreman on the job
at all times.

     52.  Subcontractor  is aware  that  some  areas  of his  work  may  contain
asbestos/lead   paint  material.   Upon   encountering   this   situation,   the
Subcontractor shall notify the General Contractor immediately. This area will be
inspected  by  Asbestos/Lead  Paint  Consultant.  A  previous  survey  has  been
conducted  wherever  possible  to  identify  A. C. M.. and  leadpaint  contained
materials.

        SCHEDULING REQUlREMENTS

     53.1 Time is of the essence and this trade  contractor shall diligently and
continuously  execute  the work and  coordinate  the work with  other work being
performed on the project,  in accordance with project schedule and in manner not
to interfere  impede,  delay , obstruct and or hinder the progress or completion
of whole or any part of the project.  This subcontractor to provide at 8:00 A.M.
each day to LMB's  Superintendent a manpower count which will indicate number of
supervision,  journeyman,  apprentices,  etc. whom are on the job site that day.
53.2 In (20)  calendar  days from award  this  subcontractor  to submit  overall
project  schedule.  After review and approval the same will be incorporated into
LMB Project Schedule. 7of19


<PAGE>
     This  contractor  to  utilize  Microsoft  Project or  Primavera  Scheduling
software  only.  This  subcontractor  shall  participate  and  cooperate  in the
development of the project schedule providing information for the scheduling and
sequencing of its work to meet over all scheduling requirements.

     53.3 LNIB will conduct bi-weekly  scheduling meetings and will issue weekly
scheduling revisions . This subcontractor to incorporate the schedule and adjust
manpower accordingly. These adjustments, should they become necessary, are to be
mutually agreed upon.

     53.4 In 10 Calendar days from award of this contract, this trade contractor
to submit a 90 day schedule indicating all activities  including but not limited
to  submittals,  shopdrawings , fabrication  and  installations  . All long lead
items have to be identified and submitted in "Expediting Log".

     53~5  This  subcontractor  is aware  that he will  not be able to  follow a
continuous  schedule;  but when contractor  starts an area we expect to complete
the work in this area therefore, this subcontractor is to be prepared to perform
certain elements in accordance with field  requirements,  and as directed by the
Contractor.  Any comeback  time required to perform work left out or done out of
sequence  due  to  construction  scheduling  or to  satisfy  other  construction
requirements,  is included at no additional  expense to the Owner or Contractor.
Multiple visits may be required due to job conditions.

     53.6  Should the  progress  of work or the  project  schedule be delayed as
result of this subcontractor's  neglect or act or failure to act as to cause any
additional  cost,  expenses,  liability  or  damage to LNIB or the  Owner,  this
subcontractor does agree to compensate LNIB and the owner for and indemnify them
against all such costs ,expenses, damages and liabilities.

     53.7 This  Subcontractor  or work will occur  during the Second  Quarter of
1996,  and all work must be  completed  by the middle of the  Second  Quarter of
1997. Specific areas will be mutually agreed upon.



<PAGE>
b. Balance of the work on this drawing T.B.D.
S-211 a. Steel for Grand Stair February 1997
b. Steel for East Escalator - ~y Others)
c. 5E4 framing A.S.A.P.
d. Column W14 X 257 ~y Others)
5-2111 Columns for East Escalator
S-214 Steel for 416 Lexington Avenue A. S.A.R
S-216 a. Steel for Grand Stair February 1997
b. Steel for East Escaia~or ~y Others)
c. W14 X 257 (13y Others)
S-217 a. Steel for IRT ramp access to
Main Concourse A.S.A.P.
b. 42nd Street ramp & EOB ramp October 1996
S-218 a. EOB ramp October 1996
b. PE-3 elevator & stair in ticket office T.B.D.
c. Balance of the work on tius drawing T.B.D.
S-220 Steel for Campbell Apartment stair T.B.D.
S-221 Steel for Federal Express & East Shuttle T.B.D.
S-222 West Escalator Steel ~y Others)
S-224 42nd Street Retail Area T.B.D.
S-225 a. Steel for service elevators (SE-i and SE-2) A.S.A.P.
b. Steel for compactor room A.S.A.P.
S-225.l Steel for ser'~ce elevators posts & columns A.S.A.P.
S-226 Steel for grand stair February 1997

     54. The specific scope of this Subcontractor  shall include but not limited
to the following:

     a) Drawings and  Specifications  titled as Grand  Central  Tenninal  Retail
Development  Plans  and  Specifications  as  indicated  in  Exhibit  "A" of this
contract.

     b) All  Structural  Steel fetal Deck and  Selective  Demolition  etc. as it
relates to the following areas:

     Lower Concourse Level:  Part Framing Plan Elevation,  Mezzanine Level, West
Side Part Plan,  East half Part  Framing  Plan,  Oyster Bar Part  Framing  Plan,
Grillage Part Plan.

     Main Concourse Level: Part Framing Plan Elevation: 44'-3", Vanderbilt entry
at 42nd Street Part Framing Plan, Part Plan at elevation 68'-0", Shuttle Passage
at  elevation  +44.25',  Vanderbilt  entry  elevation  +56.00',  Campbell  stair
platform Ticket Booths,  Waiting Area and Tenant Storage, East Side Part Framing
Plan, 42nd Street Passage Part Framing Plan at the lower landing 36'- 75,.


<PAGE>

     Part Framing Plan at Depew Place level, existing platform at elevation 37',
76, intermediate levels, Training Shed level Lower Platform level

     New Cable Gallery Support Framing Plan Alternate 2, Grillage Part Plan.

     55. The Scope of Work  shall  include  everything  required  to  fabricate,
deliver and erect all  Structural  Steel in  accordance  with this Scope and the
Drawings and  Specifications.  The Drawings and Specifications are to be treated
by the Subcontractor as construction  documents which indicate the general scope
of the  project  in terms  of the  architectural  design  concept,  the  overall
dimensions, the type of stauctural,  mechanical,  electrical, utility, and other
systems, and an outline of the major architectural elements.

     The  following  items are not  intended  to exclude any other items of work
required  by the  Architect{Engineer,  or that may be  required by local code or
good construction practice.

     56.  Scheduling  and  determining  site  access  will  be  required  to  be
coordinated  with Lehrer  McGovern Bovis in advance of any site activity.  It is
essential that this Subcontractor  review the Special  Conditions,  specifically
subheading "Material Personnel Access", items ~ 5, 6, 7, 8,and9.

     57. Prior to making deliveries to the site, this Subcontractor will confirm
with Lehrer McGovern  Bovis,  the shape,  weight,  length and  configuration  of
members or a preferred group or members so as to best determine the safest, most
efficient  and least  disruptive  method.  Access  to be  provided  by L.M.  B.,
although  all  safety   measures  (i.e.   flagmen,   caution  tape)  to  be  the
responsibility of this Trade Contractor.

     58.  This  Subcontractor  is aware that Lehrer  McGovern  Bovis has loading
requirements as listed in the following areas with specific elevator restriction
at each individual location listed as follows:

     a) Primary loading at 43rd Street loading dock,  concourse level. Access to
Terminal before 7:00 AM and after 9:30 PM, or schedule forty-eight (48) hours in
advance for minimum one (1) hour loading time between 7:30 A.M. to 3:30 P.M.

     b) Graybar Passage.

     c) Lexington Avenue Passage.

     d) Graybar  Building at 44th Street  behind the Post  Office  Building  and
Met-Life  Building,  an existing  loading dock is available for delivery  during
normal working hours. 


<PAGE>
     e)  This   Subcontractor   includes   any  and  all   protection   of  this
Subcontractors  work. All standbys  associated with this trade work is included.
Standby for deliveries only are excluded.  All costs for off-hour deliveries are
included by this Subcontractor.

     59 This  Subcontractor  includes all welding  machines with all  associated
stand-by,  union  labor  necessary  to complete  all work.  In  accordance  with
mutually agreed Lehrer McGovern Bovis' Scheduling Requirements.

     60. Scheduling Milestones:  This subcontractor includes a good faith effort
to meet the general  contractors  work area  milestone  dates listed as follows:
Date:  Description  Dwg.  A.S.A.P.  42nd Stre2t Passage Phase I, IA S217 A.S.A.R
Compactor  (Part Depew PL) S225  A.S.A.R  Service  Elevator  SEl and 5E2 5225 A.
S.A.R Monumental Stairs S211, S216 & S226 A.S.A.R 42nd St. Passage Phase II S218
1-15-97 Passenger Elevator PE2 5214 2-1-97 Balance Dwgs S214 & S215

     61.  The Trade  Contractor's  insurance  carrier is to be  approved  by the
General  Contractor.  Insurance  certificates  along  with  any  other  required
documentation  properly  stated as described in Exhibit "C" must be on file with
the General Contractor prior to commencement of work. No work is to be performed
and no payments  shall be made until the above  requirements  have been properly
satisfied and are on file in the office of the General Contractor.

     62.  Subcontractor has examined the Drawings and  Specifications  listed in
Exhibit "A" and shall  identify  all options and cost  savings  available to the
Owner while providing highest quality systems.  Modifications made to conform to
code and good  practice will be included at no  additional  cost.  (Cost savings
must be identified separatelv).

     63.  All  work  shall  be in  accordance  with  the  requirements  (;f  the
N.Y.S.B.C.  Structural Engineer, Architect, MTA and Metro North Railroad and any
governmental agencies having jurisdiction.

     64.  This  work  will  be  performed  in  complete   compliance  with  OSHA
regulations and those of all other agencies having  jurisdiction on this Project
and shall conform with the fire rating  requirements  of the ASTN, the Architect
and local codes.

     65. All work operations shall be coordinated through the General Contractor
prior to proceeding.


<PAGE>
     EXH~IT "B" TO  CONTR~~CT,  DATED NIAY  15,1996,  BETWEEN  LEIRRER  McGOVERN
BOVIS, INC. & US BRIDGE OF NEW YORK

     Trade:  Structural  Steel/Metal  Deck/Selective  Demolition  Grand  Central
Terminal I Retail L~ Project ~2458.O3

     66.  Furnish  and  install  all  Coordination  to be by this  Subcontractor
inclusive of delivery  schedule.  Include for  reinforcing  of metal deck at all
penetrations (i.e. PIVAC,  plumbing,  etc.) as shown on the structural drawings.
Additional openings will be as per unit price schedule.  Include for reinforcing
of concrete pour stops as required. Coordination of details at moment connection
and other special conditions shall be shown on shop drawings.

     67.  Paint  all  structural  members  as per  specifications,  required  by
Contract Documents.

     68. Furnish and install all metal decking and supports as required. Provide
all slab penetrations as shown on drawings.

     69.  Furnish and install  three (3) lines of  perimeter  safety  cables 42"
above  finish floor with turn  buckles at each column with  removable  snap clip
links,  at all columns,  at all floors and interior  openings in accordance with
OSHA requirements and per requirements of all other governmental agencies having
jurisdiction.  \Where no columns  exists  such as at  setbacks  and  roofs,  the
Subcontractor  will provide  supports for the cables,  maintenance of cables and
netting is by this Subcontractor.  Prior to demobilizing this Subcontractor will
walk the site with L~ and the carpenter to inspect all  perimeter  safety cables
and supports to ensure an  acceptable  installation  is in place,  and only than
will the carpenter accept the installations without qualification.

     70. Furnish and install shear connectors, as shown on contract drawings.

     71. This Subcontractor  includes all erection of structural steel and metal
deck out of  sequence  at the east ramp  specifically  headed from in an eastern
direction between column no's 100 to 108 and 62 to 72 as shown on the drawings.

     72.  Examine all steel prior to shipment to the job site to insure that the
steel be free of loose mill scale, rust, etc. and provide properly marked steel.
This  Subcontractor  shall also  remove any loose mill scale from steel prior to
erection.

     73. Check anchor bolts,  piers with New York City licensed surveyor - to be
supplied to Lehrer McGovern Bovis, and foundation work prior to the commencement
of structural  steel.  This  Subcontractor is responsible for furnishing  anchor
bolts, templates,  and drawings as specified and required.  Subcontractor to set
column base  plates.  (Grouting  of base and  leveling  plate by  others.)  This
Subcontractor shall include the realignment of anchor bolts found to be 1/4" out
of tolerance.

     74. All welding to conform with Metro North Rules and Regulations,  both in
the  shop  and in the  field  shall  be  done  by  certified  welders,  and  the
appropriate  certification  must  conform  to Metro  North  Railroad  Rules  and
Regulation be available upon request.


<PAGE>
     75. The  Subcontractor  includes  tolerances and cambers in accordance with
AlSC and the Contract  Documents  listed in Exhibit  "A".  Special care is to be
taken at elevator shafts.

     76.  Include all guying and bracing  required to maintain the  plumbness of
the work arid the proper  positioning of the members until the members are fully
locked in their final position.

     77. Include  perimeter  protection at all interior openings as customary to
this  Subcontractors  trade work and in accordance with all OSHA regulations and
Scope Item #69 of this Scope of Work.

     78. Include all spandrel  reinforcing and special  connections as required,
and as shown on the structural drawings.

     79.  This  Subcontractor  includes  all work  requlred at  expansion  joint
including all plates, beams,  frictionless  coatings,  pour stops, etc. required
for a complete installation as shown on the drawings.

     80. This  Subcontractor  includes  all moment  connections  as shown on the
Contract drawings.

     81. This  Subcontractor  includes  all special  support  steel arid bracing
required for this  contractor to perform his work as indicated on the Structural
Drawings.

     82. Included is all architectural  exposed  structural steel, turn buckles,
etc., shown on drawings and identified in the scope of work

     83. This Subcontractor includes all special work required at loading docks,
ramps and drive-thrus  including,  but not limited to,  requirements for special
slab thickness, changes in slab thickness, additional support members, depressed
slab conditions, and any other work shown on Structural Documents.

     84. It is agreed by this Subcontractor that web shear plates and stiffeners
for columns,  beams or girders that are required by the  specifications or sound
engineering,  even though not specifically shown on the Contract Drawings, shall
be furnished and installed by the Subcontractor as part of this Contract.

     85. All of the  Subcontractor's  work, both shop and field, shall be tested
and inspected by a testing agency in accordance  with the  specifications.  Such
compensation  for the testing agency shall be borne by the Owner and coordinated
by the General Contractor.

     The Subcontractor  shall cooperate fully with the personnel of such testing
agency and the  Subcontractor  shall provide at no additional cost to the Owner,
manpower,   blueprints,   facilities,   scaffolds,  properly  calibrated  torque
wrenches,  etc. to  reasonably  assist the  testing  agency  personnel  in their
execution of their testing arid inspection of welding, high strength bolts, etc.
It shall be the  responsibility  of this  Subcontractor  to notify  the  testing
agency prior to 


<PAGE>
     commencement  of the  Subcontractor's  work for both shop  fabrication  and
field erection. The Subcontractor shall not perform any work unless such testing
agency  personnel  are  present.   It  shall  be  the   responsibility  of  this
Subcontractor  to notify  the  testing  agency in  sufficient  time to allow for
travel  arrangements  prior to commencement of the  Subcontractor's  work. Costs
incurred for inspections for rejected materials or unapproved installations will
be by this Subcontractor.

     86. For purposes of complying with the requirements of the Building Code of
the City of New York, which calls for a Certification of On-Site Inspection, the
Subcontractor  will  furnish  to  the  General  Contractor  all  information  of
positions of cranes,  derricks,  guy lines,  derrick  engines,  etc.  along with
pertinent loads for the operating of such equipment certified as to accuracy and
location by a  Professional  Engineer,  licensed to practice in the State of New
York, engaged by this Subcontractor.

     87. Any modification or bracing,  shoring, posting for rigging equipment to
the structure must be submitted to, and approved by the Structural Engineer arid
the General  Contractor.  The Structural Engineer employed by this Subcontractor
shall provide any calculations or drawings required by local codes or ordinances
covering the analysis of any loads imposed to the permanent structure, and shall
if required, affix a licensed professional engineer's seal to same.

     a) Drawings showing rigging equipment,  locations,  and all connections and
additional  steel that will be added to the structure if required to support the
rigging equipment.

     b)  Calculations  for  all  loading   conditions  for  rigging   equipment.
Calculations  must take into account  varying  conditions  within the structure,
lighter steel at top of building, etc.

     88. This Subcontractor is aware of the structural capacities of areas to be
used for the Subcontractor's equipment and material storage and shall not exceed
rated capacities without taking appropriate steps to compensate for the position
of  the  construction   loads  which  may  exceed  the  design   criteria.   Any
modification,  temporary  or  permanent,  to  the  building's  structural  frame
required to support the Subcontractor's equipment arid its loads will be made by
the  Subcontractor  at his  own  cost.  Calculations  for  modification  must be
submitted and approved.

     89. The  Subcontractor  shall  furnish,  place,  arid remove any  temporary
bracing  required to stabilize the structural steel frame due solely to erection
by Subcontractor  of the structural  steel.  Arty  modification to the structure
must be submitted  and approved by the  structural  engineer and reviewed by the
General Contractor.

     90.  Subcontractor  shall coordinate his work with that of other trades, as
closely  as  possible,  inclusive  of power  requirements  for  welding.  Weekly
coordination meetings with any other


<PAGE>
     trades affected by this  Subcontractor's  work may be called by the General
Contractor for this purpose.

     91. The  Subcontractor  will not have his name on steel  members or display
any other  advertising  materials  without  the express  written  consent of the
General Contractor.

     92.  Subcontractor's  detailer  and erector  selection  shall be subject to
General Contractor's approval if they are to be subcontracted.

     93. This Subcontractor  shall provide sufficient  equipment and manpower to
properly perform the structural steel and metal deck work in the time allotted.

     94.  Subcontractor  shall provide at all times a safe  pedestrian  thrufare
while  performing  work.  Temporary  partitions  to be  installed by the General
Contractor at work areas.

     95. The  Subcontractor  shall provide a survey for verification of in place
steel.

     96. If any steel  members or steel decks are  required to be erected out of
sequence, or to be omitted to temporary holes, shafts, hoists, etc., as required
for the  sequencing  of  construction  by other  trades,  this work  shall be as
directed by the General Contractor and shall be included.

     97. This Subcontractor  shall provide whatever safety planking is necessary
to protect all openings in accordance with the  regulations of all  governmental
agencies having jurisdiction as customary and for the use of this Subcontractor.

     98. This  Subcontractor  will install deck  reinforcing  outside  perimeter
columns  necessary to properly  support deck. This  Subcontractor  shall install
straps or angles on  perimeter  of  existing  pour stops as required to properly
support pour stops. This Subcontractor shall properly close declining around all
interior columns. This Subcontractor shall include a survey and control lines on
each floor and install  edge stops and  lintels.  To include a post  erection as
built  survey  of  erected  steel  at the new  416  Lexington  construction  and
verification of elevations at all other work areas.

     99. The  Subcontractor  shall include column flashing plates at areas where
the metal deck is discontinuous at the columns.

     1 OQ. The  Subcontractor  is required by OSHA  regulations  to  institute a
hazard communication program. Under said program, Subcontractor must inform both
the General  Contractor and all other trade  Subcontractor's  on the site of any
hazardous  chemicals  being  used by  trade  subcontractor's  employees  on this
project.  The Subcontractor  shall provide the General  Contractor and all other
trade  Subcontractor's  with copies of a Material Safety Data Sheet ~SDS),  must
warn other trade Subcontractor's working the area of the existence of any


<PAGE>
     hazardouschemicals,  must insure that any container's  containing hazardous
chemicals are appropriately  labeled, and must maintain as inventory of any such
chemicals.

     101. The Subcontractor  shall provide all anchor bolts and base plates with
approved  location  drawings in adequate time for setting in place by excavation
and foundation  Subcontractor.  All other embedded steel in concrete below grade
is excluded from this contract.

     102.  Immediately  upon award,  Subcontractor  shall provide site logistics
information,  including proposed erecting  equipment  locations and any required
designed bracing  requirements to the General  Contractor without causing delay.
Any design modifications required to the foundation including additional bracing
or reinforcing shall be the responsibility of this Subcontractor.

     103. Special attention shall be given in expediting all mill orders.

     104.  Defective welds, bolts or other materials not approved by Engineer or
inspector shall be repaired or replaced at no additional cost.

     105. Subcontractor shall provide the following schedule information for the
review of the General  Contractor.  This information  shall be provided with the
Subcontractor's Bid Proposal on the bid due date:

     a) Prepare and submit  proposed  logistics plan per work area location when
area is turned over to U.S. Bridge of NY 

     b) Mobilization 2 wks after award -

     c) Prepare  and submit any  required  bracing  and  additional  reinforcing
requirements  for erection work per work area when area is turned to U.S. Bridge
of NY.. 

     d) Prepare and submit anchor  bolt/leveling  plate beam bearing  plates and
cast in location drawings, delivery schedule and shop drawings to be provided to
L.M.B. once work areas are turned over to U.S. Bridge of NY.

     e)  Prepare  and  submit  structural  steel  shop  drawings  per work areas
location when areas are turned over to U.S. Bridge of NY..


<PAGE>
     f)Bar    chart    schedule    of    construction    activities    and   all
engineering/approval and fabrication for lead time requirements after work areas
are turned over to U.S. Bridge of NY.

     106.  This  Subcontractor  is  required  to  prepare  and  submit to Lehrer
McGovern Bovis a Protection  Plan", - Hazard  Communication"  and Safety Plan in
accordance with OSHA  Requirements  for this project,  which will be reviewed by
Lehrer McGovern Bovis, and Corporate Safety.

     107.  Subcontractor  includes all shoring,  bracing and posting required to
ensure  stability  and  integrity  for all  items as it  relates  to  "Selective
Demolition".  After the demolition  subcontractor  removes any  designated  slab
area, this subcontractor  will cut and drop any necessary  structural steel with
removal  of this  steel  by the  Demolition  subcontractor.  This  subcontractor
includes all welding,  bolting,  burning and chopping as allowed by Metro North,
layout,  survey work,  scaffolding,  equipment and all standby's associated with
the work.

     108. This subcontractor  excludes shoring of metal deck during the concrete
pour operation.

     109. This  subcontractor  includes all standby's  associated with equipment
utilized to install  structural  steel. i.e. cranes,  derricks,  cherry pickers,
et.al.  All overtime  associated  with 416  Lexington  staging of crane,  cherry
picker,  derrick et.al.  is included.  In addition,  the  demobilization  of all
equipment with  associated  standby's is included for this Trade  Subcontractors
work

     110.  This   subcontractor   includes  firewatch  in  accordance  with  bid
documents.

     Ill. Power is available for this  subcontractors work in all work areas for
equipment requirements above 110 volts.

     112. This subcontractor  includes pre-heat of structural steel as a ~25.000
allowance.

     113. This subcontractor  includes  reinforcing Column No's. 34, 39, 44, 50,
58 and 74 in accordance with sketches - SK-S-l00 thru SK-S-103 dated 4/25/96 and
Contract Drawing S-211 Detail

     114.  This  subcontractor  includes  additional  8'-0" L.F.  of welding for
angles  (Total of ~  locations)  in  accordance  with  sketch  SK-S- 104 - dated
4/25/96 associated with Detail - "Q" on Drawing S-201.

     115. This subcontractor  includes all "On-Hold" areas as an allowance which
have sized members identified on the contract drawings.


<PAGE>
     116. This  subcontractor  includes CAD As-Built  drawings to be provided on
mylars at the completion of this subcontractors installation of work.

     117. This subcontractor includes the cable gallery as shown on the contract
drawings S-225.l.

     118. This  subcontractor  includes all work associated with Detail No.48 on
Drawing No. S-405.

     119. This  subcontractor  includes  phasing of 42nd Street Passage in three
phases, per L.M.B. Color Phasing Plan Titled:  "Hot & Crusty/42nd Street Passage
Work" and Phasing Requirements identified on the contract drawings.

     120. This  subcontractor  includes all costs  associated with power Hook-Up
for disconnects above 110 volts.

     121.  This  subcontractor  includes  two  (2)  story  shoring  at the  East
Escalator and S-220 may require two (2) story shores. This work identifies Note:
~A" and "B" in the diamond  symbol on Drawing 5-1 08.  Included  are all shoring
requirements as stated on Drawing No. 5-201.

     122. This Subcontractor shall include all engineering, layout and surveying
as  required  to  perform  the work.  One (1)  north-south  axis  line,  one (1)
east-west  axis line,  and one (1)  benchmark  at each  location  demolition  is
required. ~'1iere the work to be performed occurs within existing areas of Grand
Central Terminal,  the General Contractor shall have the option of providing the
Subcontractor  with either  baseline(s)  and a benchmark or  designating a given
starting point from existing work or this  Subcontractor  can retain the drywall
Subcontractor for layout at your own cost.

     123.  This  Subcontractor  will chop,  burn,  and sawcut all work after the
layout  has  been  performed  by the  structural  steel  Subcontractor  for  the
"Selective" Demolition phase of demolition,  removal, and carting is included by
this Subcontractor.

     124.  This  Subcontractor   includes  furnishing  all  labor  and  material
necessary  to  perform  "Selective  Demolition"  as  shown on the  Drawings  and
Specifications.  Included  is all  shoring,  bracing  and  posting  as shown and
specified. All engineering requirements as related to the "Selective Demolition"
work,  and  engineer,  for  shoring,  bracing  and posting is included to ensure
stability and integrity is maintained. This Sub-Contractor includes all welding,
bolting,  burning and chopping as allowed by Metro North,  layout,  survey work,
scaffolding,  equipment and all standby's  associated  with the work. All debris
will be placed in containers, provided and removed by others.

     125. This Subcontractor  includes coping and modifying existing  structural
steel as shown on Contract Drawing SA.

     126. This  Subcontract  excludes prime painting of all structural  steel to
comply with spray fireproofing requirements.
<PAGE>
                                    EXHIBIT C
                             GRAND CENTRAL TERMINAL
                                 REVITALIZATIO N
                                LMB PROJECT #2458
                             INSURANCE REQUIREMENTS

In this  Exhibit  C, the  phrase  "General  Contractor"  refers  to the  General
Contractor named on page 1 of the Sub Contract.

Sub Contractor shall provide insurance as follows:

1.       Workers Compensation and Employers Liability

         (a)    Statutory Workers Compensation  (including occupational disease)
                in  accordance  with  the law and  including  the  Other  States
                Endorsement.

         (b) Employers Liability Insurance with a limit of at least $5003CC0.

         (c) Waiver of Subrogation.

2.       Commercial  General  Liability ("CGL") with a combined single limit for
         Bodily  Injury,  Personal  Injury  and  Property  Damage  of  at  least
         $5,CCO,OCO per occurrence and aggregate.  The general  aggregate  limit
         shall apply on a per project basis. The limit may be provided through a
         combination of primary and umbrella/excess liability policies.

         Coverage shall provide and encompass at least the following:

     a. X, C and U hazards, where applicable;

     b. Independent Contractors;

     C. Blanket Written Contractual Liability covering all Indemnity Agreements,
including General Conditions, Article 11 "Indemnification";

     d. Products  Liability and Completed  Operations,  with the provision  that
coverage  shall  extend for a period of at 36  (thirty-six)  months from Project
completion;

     e. CGL coverage written on an occurrence form;

     f. Endorsement naming GCT VENTURE, INC., METRO-NORTH, METROPOLITAN TRANSPOR
TA TJON AUTHORITY, ARCHITECT, AMERICAN PREMIER UNDER WRITERS, INC., THE NEW YORK
AND HARLEM RAILROAD  COMPANY.,  THE OWASCO RIVER RAIL WA Y INC., N.Y.C.  TRANSIT
AUTHORITY,  CONNECTICUT  DEPARTMENT OF  TRANSPORTATION  AND THEIR AFFIUA TES AND
SUBSIDIARIES  AND  THE  EMPLOYEES,   AGENTS,  PARTNERS  AND  OFFICERS  OF  EACH,
METROPOLITAN  UFE INSURANCE  COMPANY,  Lehrer  McGovern  Bovis,  Inc. and Lehrer
McGovern  Bovis,  Inc.'s parent and  affiliates  (to the extent  applicable)  as
Additional insureds;

     g. Waiver of Subrogation; and

     h. Policy to be primary as respects  the coverage  afforded the  Additional
Insureds.


                                     l of 5

<PAGE>
         commerciaI Automobile Liability (including all owned, leased, hired and
         non-owned  automobiles)  with a combined single limit for Bodily Injury
         and Property Damage of at least  $1,000,000 per  occurrence.  The limit
         may be provided  through a combination  of primary and  umbrella/excess
         liability policies.

4.      Umbrella  and/or  excess  liability  policies may be used to comply with
        CGL, Auto Liability and Employers Liability limits shown above.


5.      Asbestos  Testing/Asbestos  Abatement coverage (for contracts  involving
        the  Testing/Abatement  of Asbestos) in the amount of  $5,COC,OCO.  Such
        coverage will include as Additional Insureds those entities listed in 2f
        of this Exhibit C.

6.      Lead  paint  abatement  coverage  (where  applicable)  in the  amount of
        $5,000,000.  Such coverage include as Additional Insureds those entities
        listed in 2f of this Exhibit C.

7.      Contractors  pollution  legal  liability  insurance  in  the  amount  of
        ~5,000,000.  Such  coverage will include as  Additional  Insureds  those
        entities listed in ~ of this Exhibit C.

8.      A  Certificate  of Insurance  indicating  the Project must be submitted,
        approved,  and  available  to  Lehrer  McGovern  Bovis,  Inc.  prior  to
        commencement  of work1 and provide for 30 days  written  notice prior to
        cancellation, non-renewal or material modification in any policy to:

                           RISK MANAGEMENT DEPARTMENT
                           LEHRER McGOVERN BOVIS, INC.
                           200 PARK AVENUE, 9TH FLOOR
                            NEW YORK, NEW YORK 10166
                                ATTN: AU MOHAMEDI

        A  "model"  Certificate  of  Insurance  5  attached.  A  Certificate  of
        Insurance,  when submitted to the Contractor,  constitutes a warranty by
        Sub Contractor that:

        A.     Blanket  Contractual   Liability  under  the  Commercial  General
               Liability  Policy  has been  endorsed  to cover  the  Indemnitees
               specified in Paragraph  11 of the General  Conditions  to the Sub
               Contract between the Sub Contractor and the General/Contractor.

        B.      The  Commercial  General  Liability  Policy names as  Additional
                Insureds GCT VENTURE, INC METRO-NORTH,  METROPOLITAN  TRANSPORTA
                TIONA UTHORITY, ARCHITECT, AMERICAN PREMIER UNDERWRITERS,  INC.,
                THE NEW  YORK AND  HARLEM  RAILROA  COMPANY,  THE  OWASCO  RIVER
                RAILWAY, INC., N.Y.C.  TRANSITAUTHORITY,  CONNECTICUT DEPARTMENT
                OF  TRANSPORTATION  AND THEIR AFFIUATES AND SUBSIDIARIES AND THE
                EMPLOYEES, AGENTS, PARTNERS AND OFFICERS OFEAC~ METROPOLITAN UFE
                INSURANCE COMPANY Lehrer McGovern Bovis, Inc. and Lehrer
               McGovern  Bovis,  Inc.'s  parent  and  affiliates  (to the extent
applicable).


                                      2of5
<PAGE>
     C. With respect to the Excess Liability  Insurance,  the following policies
are scheduled as primary:

                               Commercial General
                              Automobile Liability
                               Employers Liability

     D. The insurance policies for all Sub Contractor's  insurance shall include
a waiver of subrogation as follows:

                 "It is agreed that in no event shall these insurance  companies
                 have  any  right  of  recovery   against  GCT  VENTURE1   INC.,
                 METRO-NORTH,  METROPOLITAN TRANSPORTATION AUTHORITY, ARCHITECT,
                 AMERICAN  PREMIER  UNDERWRITERS,  INC., THE NEW YORK AND HARLEM
                 RAILROAD  COMPANY,  THE  OWASCO  RIVER  RAILWAY,  INC.,  N.Y.C.
                 TRANSITAUTHORITY,  CONNECTICUT DEPARTMENT OF TRANSPORTATION AND
                 THEIR AFFILIATES AND  SUBSIDIARIES  AND THE EMPLOYEES,  AGENTS,
                 PARTNERS  AND  OFFICERS OF EACH,  METROPOLITAN  LIFE  INSURANCE
                 COMPANY, or Lehrer
                 McGovern Bovis, Inc."

     E. The insurance  policies shown are endorsed to be primary as respects any
other insurance available to any Additional Insured.


     9. All  insurance  carriers  must:  (i) be  licensed in the State where the
Project is located; and (ii) be rated at least A in Best's.

     10.  The Sub  Contractor  shall  secure,  pay for,  and  maintain  Property
Insurance  necessary for protection against loss of owned,  borrowed,  or rented
capital  equipment and tools,  including  any tools owned by employees,  and any
tools,  equipment,  staging,  towers, and forms owned, borrowed or rented by the
Sub Contractor.  The requirement to secure and maintain such insurance is solely
for the benefit of the Sub  Contractor.  Failure of the Sub Contractor to secure
such insurance or to maintain adequate levels of coverage shall not obligate GCT
VENTURE, INC., METRO-NORTH,  METROPOLITAN TRANSPOR TA TION AUTHORITY, ARCHITECT,
AMERICAN PREMIER  UNDERWRITERS,  INC., THE NEW YORK AND HARLEM RAILROAD COMPANY,
THE OWASCO RIVER RAILWAY, INC., N.Y.C. TRANSlT AUTHORITY, CONNECTICUT DEPARTMENT
OF  TRANSPORTATION  AND THEIR  AFFILIATES  AND  SUBSIDIARIES  AND THE EMPLOYEES,
AGENTS,  PARTNERS AND OFFICERS OF EACH,  METROPOLITAN  LIFE  INSURANCE  COMPANY,
Lehrer  McGovern Bovis,  Inc. or their agents and employees for any losses,  and
GCT  VENTURE,  INC.,   METRO-NORTH,   METROPOLITAN   TRANSPORTATION   AUTHORITY,
ARCHITECT, AMERICAN PREMIER UNDERWRITERS, INC., THE NEW YORK AND HARLEM RAILROAD
COMPANY, THE OWASCO RIVER RAILWAY,  INC.7 N.Y.C. TRANSIT AUTHORITY,  CONNECTICUT
DEPARTMENT OF  TRANSPORTATION  AND THEIR  AFFILIATES  AND  SUBSIDIARIES  AND THE
EMPLOYEES,  AGENTS,  PARTNERS AND OFFICERS OF EACH,  METROPOLITAN LIFE INSURANCE
COMPANY,  Lehrer McGovern Bovis,  Inc. and their agents and employees shall have
no such liability.  The property insurance shall include a Waiver of Subrogation
in favor of all parties  required to be named as additional  insureds  under the
Contract

     11.  Should  the  Sub  Contractor  engage  a  sub-subcontractor,  the  same
conditions  applicable to the Sub Contractor under these Insurance  Requirements
shall apply to each sub-subcontractor.

                                     3 of 5



<PAGE>
                                [graphic omitted]

<PAGE>
     Exhibit 91D" - Unit Prices to Contract  dated May 15, 1996  between  Lehrer
McGovern Bovis, Inc. & U.S. Bridge of New York, Inc.

     Trade:  Structural Steel I Metal Deck I Selective  Demolition Grand Central
Terminal I Retail LMB Project #2458.03

The  following  Unit Prices shall be used when  required by the Lehrer  McGovern
Bovis,  Inc. for all additions and/or  deletions to the contract  quantities and
shall be inclusive of furnishing and installing all material,  labor, insurance,
overhead,  profit,  equipment,  hoisting,   scaffolding,   appliances,  permits,
applicable taxes,  delivery and supervision,  and shall remain in effect for the
entire  duration of the  project.  Items  covered by these unit prices  shall be
furnished and installed in accordance with the final specifications and drawings
and in quantities and locations as directed by Lehrer McGovern Bovis, Inc.

     1 On a per  penetration  basis,  reinforcing of metal deck opening,  before
concrete in place. 

     a.Opening between flutes                     $450/opening

     b. Opening through one flute                 $450/opening


<PAGE>
     c. Opening  through two or more flutes       $1,100/opening

     2 To furnish and install  additional  steel, and  re-drafting,  as follows,
rolled at mill.

     a.For a change in weight only prior to fabrication.         $3,500/opening

     b. For pieces added or deleted  weighing  
     over 200 lbs. per piece and under
     500 lbs. per piece.                            Add.- 10,000 7500/ton delete

     c.For pieces added or deleted weighing over
                                                     Add.-l0,000 7500/ton delete
     d. For pieces added or deleted weighing under
        200 lbs. per piece.                          Add.-l0,000 7500/ton delete



<PAGE>
     Exhibit 11D" - Unit Prices to Contract  dated May 15, 1996  between  Lehrer
McGovern Bovis, Inc. & U.S. Bridge of New York, Inc.

     Trade:  Structural Steel I Metal Deck I Selective  Demolition Grand Central
Terminal I Retail LNIB Project #2458.03

     3 To provide  additional  steel  penetrations  over and above those  sho~~n
$___lea. on Contract Documents.



<PAGE>

                              In Shop                               In Field
6" diameter (m~':.)           $ 240Ie~                              $ 600/ea.
12" diameter (m~x.)           $ 275 Ie~                             $850/ea
12" X 6" (m~x.)               $ 450Ie~                              $llOO/ea
24" X 12" (m~':.)             $ 525 lea.                            $1800/ea
20" X 24" (mix.)              $ 750Ie~                              $2250/ea
40" X 14" (max.)              $ l2SOIea.                            $4500/ea
50" X 14" (mix.)              $ 2250Ie~                             $78001ea

     4 To furnish and install additional grip stays. $3.00/ea.

     5 Furnish and install additional shear connector studs. $450.00/ea

     6 Furnish,  deliver and unload at job site for  installation by others.  

     a. Anchor bolts. $25.00/ea

     b. Column leveling plate. $15.00/ea

     7 Drafting rates. $75.00/hr.

     8 Shop rates $75/hr.

     9 Furnish and install additional hung lintels.

     10 Three (3) cable safety railings, furnish, delivered,  installed, removed
including all accessories and supports.
<PAGE>
     Exhibit  "D" - Unit Prices to Contract  dated May 15, 1996  between  Lehrer
McGovern Bovis, Inc. & U.S. Bridge of New York, Inc.

     Trade:  Structural Steel I Metal Deck I Selective  Demolition Grand Central
Terminal I Retail LNIB Project #2458.03



     11 Provide all labor and material  necessary to patch opening in metal deck
on a comeback basis. $1,600/ea

     12 Furnish all labor and material  necessary to touch-up  structural  steel
with specified factory French $500.00/s.f.

     13 Crane picks on straight  time $1,500/ea

     14 Crane picks on overtime $2,500/ea


<PAGE>
     Hourly Labor Rate  Breakdown to Contract  dated May 15,1996  between Lehrer
McGovern Bovis, Inc. & U~S. Bridge of New York

     Grand Central Terminal Restoration I Retail Trade: Structural Steel I Metal
Deck I Selective Demolition


           HOURLY LABOR RATE BREAKDOWN GCTV-RETAIL PROJECT NO.2458.03

To
SUBCONTRACTOR:
ADDRESS:


TELEPHONE NO.


TRADE CLASSIFICATION:
LOCAL UNION #:
EFFECTIVE DATE:                       From



                              Straight Time  Over Time      Premium Time
BASE RATE
OVERHEAD
PROFIT
FEDERAL UNEMPLOYMENT TAX
STATE UNEMPLOYMENT TAX
WELFARE FUND
PENSION FUND
VACATION FUND
ANNUNITY FUND
PAlD HOLIDAY
WORKMEN'S COMPENSATION
PUBLIC LIIABILITY (BODILY INJURY)
PROPERTY DAMAGE INSURANCE
OTHER
TOTAL CHARGE PER HOUR



     Note.  This rate sheet to be  completed  in  conformity  with the  contract
documents and as prerequisite for extra work billings


<PAGE>
     Exhibit "E" -  Alternates  to Contract  dated May 15, 1996  between  Lehrer
McGovern Bovis, Inc. & U.S Bridge of New York, Inc.

     Grand  Central  Terminal I Retail LMB Project  #2458.03  Alternates  Trade:
Structural  Steel I Metal Deck 

     The General Contractor may elect, by written  authorization,  to accept the
following additional items of work, in which case the following alternate prices
shall apply.  These prices shall not increase by any change in material  prices,
wage rates, or any other escalatory  factors,  for the duration of this project.
Alternate prices are "All Inclusive",  including labor,  material,  supervision,
tools,  equipment,  insurance,  fringe benefits,  overhead,  profit,  applicable
taxes, engineering,  layout, fabrication,  freight, delivery, hoisting, storage,
coordination  and  Payment I  Performance  Bond  premium  and all  other  things
necessary for a complete job.


Alternate No.1

     Delete  Pollution  Liability  Insurance  Requirements  as  outlined  in the
Insurance Exhibit "C" - Item 7.


                                                        Deduct S 25.000 Lump Sum

Alternate No.2

     Provide all costs associated with premium for added MBEIWBE percent.  

                                                              Add S -0- Lump Sum

<PAGE>
                                    EXHIBIT F
                                   Any bid not
accompanied by an acceptable Bid Bond may be rejected.

                           LEHRER MCGOVERN BOVIS, INC.
                             GRAND CENTRAL TERMINAL
                              LMB PROJECT #2458.03
                              BID BOND REQUIREMENTS


                    ALL BONDS ARE TO BE PREPARED IN DUPLICATE

All BIDDERS SHALL PROVIDE THE FOLLOWING:
                    Bid Bond for Ten Percent (10%) of the amount Bid,  submitted
                    on the attached Bid Bond form. ALL SlGNATURES AND SEALS MUST
                    BE IN PLACE.

BID BONDS MUST BE ACCOMPANIED BY THE FOLLOWING:
                    Valid Power of Attorney with sufficient  limits for the full
                    Contract   Amount   Corporate   and  Surety   Acknowledgment
                    completed and notarized.  Current Financial Statement of the
                    issuing Surety Company.

                                    IMPORTANT

In lieu of this  format,  an AlA Document  A310 Bid Bond may be used.  Bid Bonds
will be obtained from Surety  Companies with a Best's Rating of "A"  (Excellent)
or better.  In addition,  the Surety shall have a Best's Financial Size Category
equivalent to at least Class ~ However,  if the Proposed bid exceeds $1,000,000,
then a higher financial size category will be required.


Bid Bonds must be provided in a separate envelope marked as follows:

     Bid Bond for  (Contractors  Name) provided in conjunction  with bid for LMB
Project ~2458.O~.
<PAGE>
                                    BID BOND
KNOW ALL MEN BY THESE PRESENTS:

     That as Principal and as Surety, are

     held firmly bound unto LEHRER MCGOVERN BOVIS, INC. AND G.C.T. VENTURE, INC.
as obligees  in the sum of TEN PERCENT OF THE AMOUNT BID US DOLLARS  (10% of the
amount  Bid) for the  payment  of which  sum,  well  and  truly to be made,  the
Principal and Surety bind themselves,  their heirs,  executors,  administrators,
successors and assigns, jointly and severally firmly by these presents.

WHEREAS, the Principal has submitted a bid for:

RESTORATION OF GRAND CENTRAL TERMINAL LMB PROJECT #2458.03

NOW  THEREFORE,  if the Obligees  shall accept the bid of the  Principal and the
Principal  shall enter into a Contract with the Obligees in accordance  with the
terms of such  bid,  and give  such  bond or  bonds as may be  specified  in the
bidding or Contract  Documents with good and sufficient  surety for the faithful
performance  of such  Contract and for the prompt  payment of labor and material
furnished  in the  prosecution  thereof,  or in the event of the  failure of the
Principal to enter such  Contract and give such bond or bonds,  if the Principal
shall pay to the  Obligees  the  difference  not to exceed  the  penalty  hereof
between the amount  specified  in said bid and such larger  amount for which the
Obligees  may in good faith  contract  with  another  party to perform  the Work
covered by said bid, then this obligation  shall be null and void,  otherwise to
remain in full force and effect.

Signed, sealed and dated



(Principal)
(Witness) By:
(Title) (seal) (Surety)
(Witness) By:


BID BOND
PAGE 1


<PAGE>
                                PERFORMANCE BOND
                                   CO-OBLIGEE
Bond No.                                Premium Amount $

    KNOW ALL MEN BY THESE PRESENTS,

     That we,  (full name and  address of  Contractor)  (hereinafter  called the
Principal). as Principal, and

     (full name and address of Surety) a corporation  duly  organized  under the
laws of the state of called the  Surety),  as Surety,  are held and firmly bound
unto:

     (hereinafter

LEHRER MCGOVERN BOVIS, INC.
200 PARK AVENUE
NEWYORK,NY 10166

And

G.C.T. VENTURE, INC.
220 EAST 42ND STREET
NEW YORK, NY 10166

   as their interests may appear, (hereinafter celled the Obligees).

   in the sum of
   U.S.  Dollars (S ), for the payment of which we, the said  Principal  and the
   said Surety, bind ourselves, our heirs, executors, administrators, successors
   and assigns, jointly and severally, firmly by these presents.

     WHEREAS,  the  Principal  entered  into a  certain  Contract  dated  LEHRER
MCGOVERN BOVIS. INC. for:

           RESTORATION OF GRAND CENTRAL TERMINAL. LMB PROJECT #2458.03

     which is hereby  referred  to and made a part  hereof as if fully set forth
herein.

     19 with

     NOW,  THEREFORE,  THE  CONDITION OF THIS  OBLIGATION  IS SUCH,  that if the
Principal  shall  promptly  and  faithfully  perform  said  Contract,  then this
obligation  shall be null and void;  otherwise it shall remain in full force and
effect.

     The Surety  hereby waives  notice of any  alteration,  or extension of time
made by the Obligees or either one of them.

     - Whenever  Principal  shall be, and  declared by Obligees or either one of
them, to be in default under the Contract,  the Obligees having  performed their
obligations  thereunder,  the Surety shall promptly remedy the default by one of
the following:

     1) Complete the Contract in accordance with its terms and conditions.

                                PERFORMANCE BOND
                                   CO-OBLIGEE
                                     PAGE 1


<PAGE>
    2)       The above named  Principal and Surety hereby  jointly and severally
             agree with the Obligees that every claimant as herein  defined) who
             has not been  paid in full  before  the  expiration  of a period of
             ninety  (90)  days  after  the  date  of  which  the  last  of such
             claimant's  work or labor was done or performed) or materials  were
             furnished  by such  claimant,  may sue on this  bond for the use of
             such claimant1 prosecute the suit to final judgment for such sum or
             sums as may be justly due claimant1 and have execution thereon. The
             Obligees  or either of them shall not be liable for the  payment of
             any cost or expenses of any suit

     3) No suit or action shall be commenced hereunder by any claimant

     a)  After  the  expiration  of one (1)  year  following  the  date on which
Principal ceased work on said Contract,  it being understood,  however,  that if
any limitation  embodied in this bond is prohibited by any law  controlling  the
construction  hereof,  such limitation shall be deemed to be amended so as to be
equal to the minimum period of limitation permitted by such law.

     b) Other than in a state  court of  competent  jurisdiction  in and for the
county or other political. subdivision of the state in which the Project, or any
part  thereof,  is  situated,  or in the United  States  District  Court for the
district  in which  the  Project,  or any part  thereof,  is  situated,  and not
elsewhere.

     4) The  amount of this bond  shall be  reduced  by and to the extent of any
payment of payments made in good faith hereunder.

     Principal  and Surety  shall not be liable to the  Obligees  or any of them
unless  the  Obligees  or any of them  have  performed  the  obligations  to the
Principal in accordance with the terms of said Contract

     Principal  and Surety shall not be liable to all Obligees in the  aggregate
in excess of the penal sum above  stated.  Sealed  with our seals and dated this
day of 19 --


Attested by:






Attested by:
                Principal

by:-
               (Title) (seal)



                   Surety


by:
Attorney-in Fact
(seal)

                         LABOR AND MATERIAL PAYMENT BOND
                                   CO-OBLIGEE
                                     PAGE 2


<PAGE>
                         LABOR AND MATERIAL PAYMENT BOND
                                   CO-OBLIGEE

Bond No.                                               Premium Amount $

KNOW ALL MEN BY THESE PRESENTS, That we.
                                           (full name and address of Contractor)


(hereinafter call the Principal), as Principal, and


                                               (full name and address of Surety)


a corporation  duly organized under the laws of the state of called the Surety),
as Surety, are held and firmly bound unto:

(hereinafter


LEHRER MCGOVERN BOVIS, INC.
200 PARK AVENUE
NEWYORK,NY 10166

And 

G.C.T. VENTURE, INC.
220 EAST 42ND STREET
NEW YORK,NY 10166

as their interests may appear, (hereinafter celled the Obligees).

in the sum of
U.S.  Dollars (S ), for the payment of which we, the said Principal and the said
Surety, bind ourselves,  our heirs,  executors,  administrators,  successors and
assigns, jointly and severally, firmly by these presents.

     WHEREAS,  the  Principal  entered  into a  certain  Contract  dated  LEHRER
MCGOVERN BOVIS, INC. for:

           RESTORATION OF GRAND CENTRAL TERMINAL. LMB PROJECT #2458.03

     which is hereby  referred  to and made a part  hereof as if fully set forth
herein. 19 with

     NOW,  THEREFORE,  THE  CONDITION OF THIS  OBLIGATION  IS SUCH,  that if the
Principal shall promptly make payment to all claimants as hereafter defined, for
all -labor and material used or reasonably  required for use in the  performance
of the Contract,  then this obligation shall be void;  otherwise it shall remain
in full force and effect, subject, however, to the following conditions;

1)       A  claimant  is  defined  as one  having  a  direct  contract  with the
         Principal or a subcontractor of the Principal,  for labor, material, or
         both,  used or reasonably  required for use in the  performance  of the
         Contract,  labor and material  being  construed to include that part of
         water,  gas, power1 light,  heat, oil,  gasoline,  telephone service or
         rental of equipment directly applicable to the Contract

                         LABOR AND MATERIAL PAYMENT BOND
                                   CO-OBLIGEE
                                     PAGE 1


<PAGE>
2)         Obtain a bid or bids for completing  the Contract in accordance  with
           its terms and  conditions,  and upon  determination  by Surety of the
           lowest   responsible   bidder,   or  if  the  Obligees  elect,   upon
           determination  by the Obligees  and the Surety  jointly of the lowest
           responsible  bidder1  arrange for a contract  between such bidder and
           Obligees,  and make available as Work  progresses  (even though there
           should be a default or a succession of defaults under the contract or
           contracts of completion  arranged  under this  paragraph)  sufficient
           funds to pay the cost of completion  less the balance of the Contract
           price; but not exceeding, including other costs and damages for which
           the Surety may be liable hereunder, and pursuant to the Contract, the
           amount set forth in the first paragraph hereof.  The term "balance of
           the Contract price," as used in this paragraph,  shall mean the total
           amount  payable by Obligees to the  Principal  under the Contract and
           any amendments thereto,  less the amount properly paid by Obligees to
           the Principal.

3) Pay to the Obligees the full amount of the penal sum above stated.

     Any suit under this bond must be  instituted  before the  expiration of two
(2) years from the date on which final payment under the Contract falls due.

     No right  of  action  shall  accrue  on this  bond to or for the use of any
person or  corporation  other  than the  Obligees  named  herein  or the  heirs,
executors, administrators, successors or assigns of the Obligees.

     Principal  and Surety  shall not be liable to the  Obligees  or any of them
unless  the  Obligees  or any of them  have  performed  the  obligations  to the
Principal in accordance with the terms of said Contract.

     Principal  and Surety shall not be liable to all Obligees in the  aggregate
in excess of the penal sum above  stated.  Sealed  with our seals and dated this
day of 19 --

Attested by:






Attested by:
Principal

by:
(Title) (seal)



Surety




by:
Attorney-in-Fact(seal)

                                PERFORMANCE BOND
                                   CO-OBLIGEE
                                     PAGE 2


<PAGE>
                                    EXHIBIT F

                              ATTN: MR. RAY TOTILLO

                           LEHRER MCGOVERN BOVIS, INC.
                             GRAND CENTRAL TERMINAL
                              LMB PROJECT #2458.03

                     PERFORMANCE & PAYMENT BOND REQUIREMENTS


                    ALL BONDS ARE TO BE PREPARED IN DUPLICATE

CONTRACTOR SHALL PROVIDE THE FOLLOWING:

          Co-Obligee  Performance  bond  and a  Co-Obligee  Labor  and  Material
          Payment Bond,  written in the full contract amount. ALL SIGNATURES AND
          SEALS MUST BE IN PLACE.

BONDS MUST BE ACCOMPANIED BY THE FOLLOWING:

           Valid Power of Attorney with sufficient  limits for the full Contract
          Amount  Corporate and Surety  Acknowledgment  completed and notarized.
          Current Financial Statement of the issuing Surety Company.

                                    IMPORTANT

          Attached are the required Co-Obligee Bond formats for LMB. If they are
          unacceptable  to your  Surety  Company,  LMB will  accept an "AlA 311"
          form,  plus a Dual  Obligee  rider with the word  "strictly"  removed,
          (should read "in accordance with the terms of the contract") ONLY.

Surety Bonds will be obtained from Surety  Companies with a Best's Rating of "A"
(Excellent)  or better.  In addition,  the Surety shall have a Best's  Financial
Size Category  equivalent to at least Class ~ If the Performance  Band is issued
in an amount  exceeding $1 ,CCC,OCC,  then a higher financial size category will
be required.

If the contractor fails to obtain the Surety Bonds in accordance with the above,
the  Construction  Manager or Owner  reserves the right to grant an exception to
these  requirements or to reject the Surety Bonds based on inadequate  financial
protection.

When completed, please forward all bonds to:



                           LEHRER MCGOVERN BOVIS, INC.
                           CIO GRAND CENTRAL TERMINAL
                                 200 PARK AVENUE
                                NEWYORK,NY 10166

<PAGE>
                                                                 Revised 1/29/96
                                    EXHIBIT G
                              EEC I PAYROLL PACKAGE

                          GRAND CEARAL STATICN TERMINAL
                       PHASE III: RETAIL, STRUCTURAL WORK


This  Construction   Payroll/EEC  Package  has  been  prepared  to  assist  each
contractor/subcontractor  in meeting all Equal Employment ~ Action  requirements
for this project.  All documentation  required by this package must be submitted
to the following address:

                              Carol A Garvin
                              Asst. Vice President
                              Lehrer McGovern Bovis, Inc.
                              200 Park Avenue, 9th fi
                              New York, NY  10166
                              212) 592-68~3

                                  INSTRUCTIONS

ITEM I -  CONTRACTORS AFFI~TI~ ACTION PLAN

All prime  contractors  are  required  to document  their good faith  efforts in
soliciting  M/WBE  participation.  The attached form should be returned with the
bid document noting the firms they've solicited and/or have awarded subcontracts
to. A mandatory goal of 15% MBE/l0% WBE is required.

ITEM II - WAGE REQUIREMENT LEP. 

     All  persons  authorized  to sign  payrolls  must be listed  on this  form.
Preconstruction  Statement:  states that you have read the information  attached
regarding your construction payroll requirements

Fringe Benefits Statement:  if fringe benefits are paid on behalf of the workers
into  approved  third-party  funds,  the  contractor  shall submit a list of the
fringe benefits paid the hourly amount for each fringe benefit,  and each should
identify the organization (5) where they transmit the funds.

     A Deductions or contributions  made which are mandated by Federal1 State or
Local laws are not considered fringe benefits -

     B. If fringe  benefits  are not paid ~o an approved  fund,  the worker must
receive  the  basic  hourly  rate  D1u5 any  fringe  benefit  amounts  which are
indicated in the applicable Wage Decision of the project. The total amount would
become the minimum basic hourly rate and must be reflected on the


<PAGE>
     payroll  report.  If the  overtime  occurs  during  the time the  worker is
performing on this  project,  the  contractor  would revert to the minimum basic
hourly rate (1e53 fringes) and compute the time and one-half on this amount.

The Wage Requirement Letter is due with submission of first payroll.

ITEM III - WH-347 PAYROLL FORM

The first payroll report submitted must be marked Initial" payroll 4.1. The last
week of work performed by the contractor/subcontractors  must be marked as Final
payroll #__ All Payrolls are to be numbered consecutively  beginning with number
and are due on a weekly basis.

A.         Initial payroll #1 must include the contractor subcontractor IRS # on
           the right front side of the form.

B.         The complete name, address, social security number, race and sex must
           be  indicated  on the payroll on which the  employee  first  appears.
           Identify  any  address  changes  thereafter.  Race,  sex  and  social
           security  number  must  appear on every  payroll.  Omission of any of
           these items will result in returning for completion.

C.         This form must be submitted,  in duplicate, to our office on a weekly
           basis. If no work was performed during any given week, a statement on
           the payroll report form, with an original signature or letter stating
           "~o work performed" will suffice.

D.         Payroll  Certification  (reverse  side of ~~-347)  must be  certified
           manually  by an officer of your  company or by. an  employee  who has
           been authorized to sign payroll systems.


E.         A copy of the Apprentice or Trainee  Agreement for each apprentice or
           trainee must be attached to the payroll on which the worker  appears.
           You can obtain these from the Bureau of Apprenticeship & Training

ITEM IV -  SECTION 220 - WAGE DECISION

The rates  noted in this  booklet  are State  Wage Rates to be used as a minimum
guideline on this project.  Contractor/subcontractors  may not pay less than the
amounts noted in this booklet.

ITEM V - WORKFORCE PROJECTION

All  contractor/subcontractors are required to submit an estimate of their labor
force for the duration of the project.  This report is due prior to commencement
of work.


<PAGE>
ITEM VI -           MONTHLY EMPLOYMENT UTILIZATION REPORT -
                    (PROJECT SPECIFIC)

This form is to be completed by each  contractor/subcontractor  for contracts in
excess of $10,000 and signed by an officer/partner of the corporation.

The reports are to cover a four-week period during the term of the contract, and
shall include the total work hours  actually  worked for each employee  level in
each designated trade for the entire reporting period

This report is to be submitted  directly to Lehrer  McGovern Bovis no later than
the fifth (5th) of each month.


ITEM VII - APPRENTICE CERTIFICATION

These sample letters will assist you in requesting apprentice  certificates from
the appropriate division within the Bureau of Apprentice Training.  Please refer
to your Collective Bargaining Agreement for the appropriate apprentice ratio for
each trade.


ITEM VIII - MINORITY/FEMALE WORKEORCE GOALS

All  contractor/subcontractors  are  required to provide  good faith  efforts in
utilizing  minorities and females in their  workforce.  The percentage goals are
noted by trade category and represents total hours worked.

ITEM IX -           AFFI~MATIVE ACTION STANDARDS

Each  contractor/subcontractor  must comply  with all sixteen  steps to document
their good faith efforts in employment for minorities and females.


ITEM X - EQUAL OPPORTUNITY CLAUSE

The  contractor/subcontractor  must include the equal opportunity  clause in all
subcontracts.

ITEM XI -           EEC POSTERS

These posters must be posted at the jobsite, along with a copy of the wage scale
for your respective trades.

ITEM XII -          SEXUAL HARASSMENT FACT SHEET

If you do not have a company  policy,  it is  suggested  that you copy this onto
your   company's   letterhead   and  have  your   employees  read  and  sign  in
acknowledgement.


<PAGE>
ITEM  XIII - MTA DISADVNTAGED BUSINESS ENTERPRISE VENDOR
LIST

Contains listing of MTA certified firms by trade.


PRECONSTRUCTION  STATEMENT - All firms are required to attend a  preconstruction
conference  to review  relevant  documents  pertaining  to this project prior to
commencement of work.

Document due prior to commencement of work:

          a)Contractors Affirmative Action Plan
          b)Sub-tier Contractors Contract or Purchase Order
          c)Wage Requirement Letter
          d)Workforce Projection

Documents due after commencement of work:.

         a)       WH-347
         b)       Trainee and/or apprentice certificate
         c)       Monthly Employment Utilization Report (CC-257)
         d)       Sub-tier Affidavit of Payment


<PAGE>

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<PAGE>
    Metropolitan Transportation Authority


    August 8, 1995

   Mr. Jack Train
   GCT Ventura1 Inc.
   LaSalle Partners
   22G East 42nd Street, Suite 3200
   New York1 N.Y. 10017

     Re: Development Agreement between Metropolitan Transportation authority and
GCT Venture, lflC.1 Developer for Work Relating to Grand Central Terminal Retail
Development dated as of 4/1/94.

   Dear Jack:

   The purpose of this letter to clarify the position of the Authority in regard
   to the imposition of State and Local sales taxes

   According to the agreement for services  between GCT Venture,  Inc.,  (GCTVI)
   and Lehrer McGovern Bovis,  Inc., (LMB) GTVI has authorized LMB to act as its
   agent in the acquisition of materials, and other purchases In connection with
   the services for the GCT Retail  Development.  Pursuant to the  provisions of
   Article 5 Title 11,Section 1275 of the New York State Public Authorities Law,
   Metropolitan  Transportation  Authority  18  exempt  from all state and local
   taxes on purchases made directly,  or by MTA's  contractors,  subcontractors,
   etc., when acting as agent for MTA.

   this  statement  takes the places of a tax exemption  certificate  and may be
   shown,  and a photocopy  retained,  to any  Interested  party  regarding  tax
   matters pursuant to the above contract.




   Richard W. Eaddy
   Director
   Real Estate Development

   cc:   L Freundlich


<PAGE>
Lehrer McGovern Bovis,  Inc. Park Avenue
New York, N.Y. 10166

                                                            LMB JOB NO.  2458.03
                                   Grand Central         Terminal Venture Retail


EL: (212) 592 - 6700                            FAX: (212)592-6988

                  REQUISITIONING INSTRUCTIONS

    We are attaching herewith the following forms:


     a. Requisition for Payment

     b. Trade Payment Breakdown

     c Affidavit and Waiver of Lien

     d Rate Sheet

     e Final Release

     f Consent Of Surety Company To Reduction in or Partial Release of Retainage
(if bonded)

     g Consent Of Surety Company To Final Payment (if bonded)

     Forms  (a)  through  (f) are the  only  forms  that  will be  accepted  for
submitting  requisitions  for payrnent Any  requisitions  submitted  using other
forms will be returned

     The  affidavit  and  waiver  of  Lien is to be used  for  each  requisition
submitted The  Affidavit of Payments  applies to the current  requisition  being
submitted:  the  Waiver of Lien is to be  completed  starting  with  your  first
requisition. NOTE: ALL DATES MUST BE CONSISTENT WITH AND REFLECT THE CURRENT AND
PREVIOUS APPLICATIONS APPROPRIATELY.  NO PAYMENT WILL BE MADE UNTIL SATISFACTORY
DOCUMENTATION IS RECEIVED.

     All  insurance  certificates  must be submitted  and approved with Contract
requirements prior to submitting or processing of requisitions

     No  PAYMENT  WILL BE MADE UNTIL  SATISFACTORY  INSURANCE  CERTIFIACTES  ARE
RECEIVED.

     Once an amount has been  approved  for  payment  no  FURTHER  monies can be
approved until a new  requisition has been received Until final payment has been
made on a  contract.  requisitions  should be  submitted  each  month even if no
payment is requested.  REQUISITIONS MUST INCLUDE  Accompanying  DOCUMENTS,  i.e.
BILLS OF SALE, INVENTORY L~URANCE, IF APPROPRIA T~

     The Trade  Payment  Breakdown  The purpose of the Trade  Payment  Breakdown
Schedule it to provide  details of the contract and any change  orders  together
with a breakdown of the work  completed  to Date Please use separate  sheets for
all  contract  value and  change  orders  work (to match with  summary  sheet of
Requisition).

     The Requisition for Payment This schedule includes the following:

     a: The figures  under  Contract and Orders and Value of Work  Completed are
the totals as indicated on the Trade Payment Breakdown

     b.Deductions  include  retained  percentage and amount as per the contract,
total payments requisitioned to the date of the current requisition.

     c The Balance Due for This Request it the Total Value of the work completed
less Total Deductions.


    Time and material  work is handled by the issuance of change  orders and can
    be processed only upon completion of the attached Rate Sheets for each labor
    category.  in duplicate.  and in conformance with the Contract Field tickets
    are to be  submitted  to the  Superintendent.  Contractor  must  obtain  the
    written approval of the Superintendent  for all field rickets.  Field ticket
    without the Superintendents approval will not be processed.  Invoices are to
    be submitted to the Project Manager for issuance of change order with a copy
    of the approved field ticket These approved change orders are to be included
    in your monthly requisitions for payment.

REQUISITION FOR PAYMENT
<PAGE>

[graphic omitted]


<PAGE>


[graphic omitted]


<PAGE>


[graphic omitted]




<PAGE>

                                  FINAL RELEASE
              FINAL WAIVER OF CLAIMS AND LIENS AND LEASE OF RIGHTS
<TABLE>
<CAPTION>
<S>            <C>                                                     <C>
Date                                                                   Contract Date
'project       Grand Central Terminal Venture Project                  Contract Price
               --------------------------------------
lob/Phase Name GOTY - Retail                                           Change Orders
Job/Phase ~    458.01                                                  Total Adjusted Contract Price
Address        Gr2nd Central Terminal                                  Amount Previously Paid
City           New York City                                           Amount Previously Billed And Not Yet Paid
County         Manhattan                                               Balance Due - Final Payment
State          New York
Owner          Lehrer McGovern Bovis, Inc
</TABLE>

               The undersigned  hereby  acknowledges  that the above Balance Due
when paid represents payment in full for all labor,  materials.  etc., furnished
by the below named  Contractor  or Supplier in  connection  with its work on the
above  project in  accordance  with the Contact made by it with Lehrer  McGovern
Bovis. Inc.


               In consideration of the amounts and sums previously received, and
the  payment of  _______________________________________________________________
being the full and Final  )payment  amount due.  the below named  Contractor  or
Supplier does hereby waive and release Lehrer McGovern Bovis, Inc., CCI' Venture
Inc., and LaSalle Pi: from any and all claims and liens and rights of liens upon
the premises  described above, and upon  improvements now or hereafter  thereon,
and upon the monies or other  considerations  due or to become  due from  Lehrer
McGovern Bovis ,Inc..  OCT Venture Inc.,  and/or LaSalle  Partners or from any C
person,  firm or  corporation  said  claims.  liens and rights of liens being on
account  of  labor,  services,   materials,  fixtures  or  apparatus  heretofore
furnished by the o, named Contractor or Supplier to the Project' The premises as
to which said claims and liens are hereby released are identified as follows:

                             Grind Central Terminal

               The  undersigned  further  represents and warrants that he/she is
duly  authorized  and  empowered  to sign and execute this waiver on his/her own
behalf and on behalf of the company or business for which he/she is signing that
it has properly performed all work and furnished all -materials of the specified
quality per plans and specifications and in a good and workmanlike manner, fully
and  completely  that it has paid for all the labor,  materials.  equipment  and
services  that it has used or  supplied.  that it has no other  outstanding  and
unpaid applications.  invoice,  retentions,  oldbacks,  expenses employed in the
prosecution of work,  chargebacks  or unbilled work or materials  against Lehrer
McGovern Bovis, Inc., OCT Venture Inc., and/or LaSalle Partners , as of the date
of the  aforementioned  last and final  payment  application;  and any materials
which have been  supplied or  incorporated  into the above  premises were either
taken from its fully paid or open  stock or were folly paid ~r and  supplied  on
the last and final payment application or invoice

               The  undersigned  further  agrees to defend,  indemnify  and hold
harmless Lehrer McGovern Bovis,  Inc., OCT Venture Inc., and/or LaSalle Partners
or any losses or expenses  (including without limitation  reasonable  attorneys,
fees)  should any such  claim,  lien,  or right of lien be asserted by the below
named Contractor or Supplier or by any of its or their laborers,  materialmen or
subcontractor

               In  addition.  for and in  consideration  of the amounts and Sums
received,  the below named  Contractor or Supplier  hereby waives,  releases and
relinquishes  any and all  claims,  rights  or causes of action in equity or law
whatever  arising out of through or under the above  mentioned  contract and the
performance of work pursuant thereto.

               The below named  Contractor or Supplier  further  guarantees that
all portions of the work furnished and ~ are in accordance with the Contract and
that the terms of the  Contract  with respect to this  guarantee  will remain in
effect for the period specified in said Contract






<PAGE>
              Lehrer McGovern Bovis, GCTV, MNRR HOT WORK PROCEDURE

A                 PURPOSE:

     The intent of the "Hot Work"  procedure  is to  implement  fire  protection
precautions, minimize the potential of a fire on the project and formally notify
all the parties.

B.                SCOPE:

     This  procedure  will  encompass  hot  work  operations  conducted  by  all
contractors, subcontractors, and sub-tier contractors, without exceptions.

C                 DEFINITION:

     "Hot  Work"  is  considered  to be  flame  equipment,  gas or are  cutting,
welding, brazing, cad welding ,sawzall cutting and spark-producing equipment


D.                GENERAL PRECAUTioNS:


     The following general conditions will apply to each hot work operation:  

     1. A hot work provided by Lehrer  McGovern Bovis is required and must be in
the contractor's possession before any work begins. Each contractor/ involved in
hot work  operations  is required to request a hot Work permit 24 hours prior to
actual intended hot work.

     2. Hot work  operations  are limited to the area and time  specified in the
hot work permit

     3. Hot work cannot begin on or near any  container  or equipment  that does
contain,  did contain  flammable  liquids until the fire and/or explosive hazard
has been eliminated and/or protected.

     4. Storage  'areas of compressed  gas cylinders  containing  oxygen or fuel
gases must be according to Federal,  State or local regulations.  Gas and oxygen
cylinders are limited to seven cylinders per gas for each contractor. No propane
heating  cylinders are permitted on the project Empty  cylinders must be removed
from the building  immediately.  All  compressed  gas  cylinders  must be stored
upright, capped and secured.



FINAL REVISION May 30, 1996
<PAGE>
     5. A fire detection  suppression  system cannot be made inoperable  without
the express  written  permission of Lehrer  McGovern  Bovis. If torch or welding
work occurs  within 3 feet of said  system,  the area must be  protected  by the
contractor  conducting the work, from accidental  discharge by a means or method
approved by GCTVIMNRR (i.e. MOP). I,

     6. Combustible  materials subject to hot work operations must not be stored
closer than 35 feet of the hot work operations.

     7 Precautions  must be taken by use of fire blankets or fire stop to ensure
fire safety to areas below.

     8. A minimum of one crew member,  other than the person doing the hot work,
must act as the  designated  fire watch at all times that the hot work operation
is in progress and for one hour thereafter.  A copy of the hot work permit to be
maintained by the fire watch person.

     9. The  firewatch  must remain  within 50 feet of the hot work; be supplied
with a minimum of one (1) twenty pound ABC drychemical fire  extinguisher:  know
who to call to  report  a fire;  and be  familiar  with  the  operations  of the
extinguishing equipment

     10. An  additional  firewatch may be required on the other side of any wall
or partition if the hot work ~ performed adjacent to the wall or partition.

     11. The equipment,  including hoses, gauges,  leads, cords, being used must
be in good  condition,  inspected on a regular  basis,  and must be  immediately
removed from service if found to be defective.

     12. Barriers,  protecting  screens,  or warning signs must be used to alert
the other trades or facility employees of the work being done.

     13. The Contractor must contact the Lehrer McGovern Bovis Office in case of
fire emergency 212-867~9191; and in police department emergency - 212-3406911.

     14. Should the use of a fire  extinguisher  be  necessary,  a fully charged
replacement is required before work can resume.

     15. The hot work area must be inspected  for one hour after hot work ceases
and again at the end of normal work shift (whichever is later).



FINAL Revision
May 301 1996


<PAGE>
                        Lehrer McGovern Bovis J GCTV MNRR
                                 HOT WORK PERMIT

[graphic omitted]


<PAGE>
                                   contractor
                                       |
                                      LMB
                                       |
                                   GCTV/MNRR
                                       |
                                  FIRE SAFETY
                                       |
                                      LMB
                                       |
                                   CONTRACTOR