SUBCONTRACT ~51O1O-OO1



THIS AGREEMENT made this 30thday of October 1996

    BETWEEN CONTRACTOR:                   HANNIBAL C0NSTRUCTION CO., INC.
    ------- -----------                   -------- ------------ ---- ----
                                         159 West 127th Street
                                         --- ---- ----- ------
                                         New York, NY 1O~27
                                         --- ----- -- -----
                                         212-6632000
                                         -----------
                                         Fax 212-666-1679
                                         --- ------------
                                         ATT:,Bi1l King
                                         ---------  ---


    and CONTRACTOR:  U.S. BRIDGE OF NY, INC.

53-09 97th Place
Corona, NY 11368
(718) 699-0100
Fax (718) 760-5696
Attn: Joseph Polito


     NOTICE: THIS AGREEMENT MAY REQUIRE ARBITRATION OF DISPUTES. See Article 32.

     WHEREAS,, Contractor has made a contract for construction dated 199 with

CUSTOMER: National Railroad Passenger Corporation (AMTRAK)
          30th & Market Streets
          Philadelphia, Pennsylvania 19104

For the following Project:    Contract DP 5277-0001 with
                              Modification 001 and 002 Bearing Rehabilitation
                              Hell gate Viaduct Structures

(hereinafter  referred  to as the  "Prime  Contract")  which  provides  for  the
furnishing of labor,  materials,  equipment and services in connection  with the
construction of the Project

Project Owner
(if different from Customer)

Architect or Engineer
(if different from Customer)

     (In the event  Contractor's  Prime  Contract is with Owner of the  Project,
references to "Customer" shall also mean "Owner" and references to "Owner" shall
also mean "Customer.  All references herein to "Customer" and/or "Owner-" in the
context of review, approval, inspection or contract administration shall include
"Architect" or "Engineer" acting within the scope of authority delegated to such
party by Owner); and


     WHEREAS,  Subcontractor has agreed. for and In the stead of Contractor,  to
fulfill  and  perform  the  part  of the  Prime  Contract  that  is  hereinafter
described;

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     NOW,  THEREFORE,  the parties  hereto,  intending to be legally  bound,  do
hereby agree as follows:

    SCOPE OF WORK:

     1. Subcontractor shall furnish all supervision. labor, materials, supplies,
services.  tools,  equipment  and  facilities  and do  and  perform  all  things
necessary  for the  construction  and  completion  of the  Work as set  forth on
"SCHEDULE A - SCOPE OF WORK."  attached  hereto,  in strict  accordance with the
terms of this  Agreement  and the Contract  Documents  and all things  indicated
therein or reasonably implied or inferable therefrom.

    CONTRACT DOCUMENTS:

     2. The Contract Documents for this Agreement consist of the Prime Contract;
the Conditions of the Prime Contract (General, Supplementary,  Special and other
conditions);   Drawings,  Specifications  and  Addenda  included  in  the  Prime
Contract; all other documents contained or referenced in the Prime Contract; and
all  'Modifications  or Change  Orders issued  subsequent  thereto (see attached
"SCHEDULE C CONTRACT DOCUMENTS").  All of the above Contract Documents are fully
incorporated  herein,  and  Subcontractor  acknowledges  that it has read and is
familiar with all of the terms and  conditions  therein and with the  respective
rights, obligations and liabilities of Contractor and Customer thereunder.

     In the performance of this Agreement,  Subcontractor  agrees to be bound to
Contractor  by the  terms of the  Contract  Documents  and shall  assume  toward
Contractor all the obligations and responsibilities which Contractor,  under the
Contract  Documents,  assumes toward the Customer.  Subcontractor shall have the
benefit of all rights, remedies and redress against Contractor which Contractor,
by the Contract  Documents,  has against the Customer.  It is understood that in
the  event  of  conflict  or  inconsistencies  between  the  provisions  of this
Agreement and the Contract Documents, this Agreement shall govern. The foregoing
notwithstanding,  any claims of  Subcontractor,  whether for  extension of time,
changes in the Work,  adjustment,  damages or  otherwise,  must be  submitted in
accordance  with  the  procedures  set  forth  in the  Contract  Documents,  and
Subcontractor's  remedy and recovery shall be limited to adjustments  authorized
and approved by Customer.

SHOP DRAWINGS:

     3. Subcontractor shall prepare such drawings as are necessary to completely
show the details of its Work and shall secure approval thereof by Contractor and
by such other  parties as may be required by the  Contract  Documents in writing
before proceeding with the Work to which such drawings shall relate. Approval of
such  drawings by Contractor  or others shall not relieve  Subcontractor  of its
obligation to conform its Work properly  with work of other  contractors  and to
perform fully the terms and conditions hereof and of the Contract Documents.

TIME OF COMPLETION:

     4.  Subcontractor  shall  complete  all  Work  hereunder  according  to the
following schedule:

     Pursuant to schedule submitted by Subcontractor  within ten (10) days after
receipt of this Agreement,  subject to Contractor's  approval.  Otherwise.  Work
shall  be  performed   according  to  the  schedule   prepared  by   Contractor.
Subcontractor's  schedule  shall  be  consistent  with the  requirements  of any
outline schedule furnished by Contractor and Contractor's  obligations under the
Contract Documents (see attached "SCHEDULE B - PROJECT SCHEDULE").

Time  is of  the  essence  in the  performance  of  Subcontractor's  obligations
hereunder.  Contractor  may, from time to time,  make revisions in the schedule,
subject to  Subcontractor's  consent,  provided  however,  Subcontractor  hereby
consents to such reasonable  revisions as necessary to maintain  Subcontractor's
schedule approved by Contractor and 

<PAGE>
     Contractor's  obligations  under the  Contract  Documents.  In the event of
Subcontractor's  failure  to adhere  to the  agreed  schedule,  as  modified  by
authorized rime extensions  and/or revisions,  Subcontractor  shall be liable to
Contractor for alt delay damages, liquidated or otherwise, payable by Contractor
to Customer as the result of  Subcontractor's  delay, in addition to such actual
delay  damages  and/or   acceleration  costs  suffered  by  Contractor  and  its
subcontractors  as a  consequence  thereof,  and such sums may be deducted  from
Subcontractor's applications or payment hereunder. Subcontractor may be required
to  accelerate  its Work to  maintain  the  agreed  schedule  at no  expense  to
Contractor.

    EXTENSION OF TIME:

     5. Should  Subcontractor be delayed in the performance or completion of the
Work hereunder by Contractor or Contractor's other subcontractors or by any acts
or causes  beyond  the  control of  Subcontractor  which are  excused  under the
Contract  Documents,  Contractor  will extend the foregoing  work schedule for a
period of time  equivalent to any such delay.  This time extension  shall be the
sole remedy for such delays unless  caused solely by Contractor or  Contractor's
other  subcontractors  or unless and to the extent delay costs are reimbursed by
Customer,  Owner or other  responsible  party.  Failure of Subcontractor to give
written  notice of claim to Contractor  for time  extensions  and delay costs at
least five (5) business days before the time specified in the Contract Documents
shall  bind  Subcontractor  to the same  consequences  as  Contractor  is bound.
Failure of  Subcontractor  to give Contractor  written notice of delay and claim
for time  extensions  arid potential delay damages within five (5) business days
after the onset of delays or interference  caused by Contractor shall constitute
a waiver by  Subcontractor of all rights to time extensions and for compensation
for delays to the extent  otherwise  recoverable as set forth above. In no event
shall the extension of time afforded Subcontractor hereunder exceed that granted
by Customer  under the Contract  Documents  with  respect to such claim,  unless
Contractor  or  Contractor's   other   subcontractors  are  the  sole  cause  of
Subcontractor's delay.

    CONDITIONS UNDER WHICH CONTRACTOR MAY CO~L(pound)TE THE WORK:

     6. If Subcontractor,  at any time in the judgment of Contractor, shall fail
to supply a sufficiency  of properly  skilled  workmen or of  materials,  tools,
equipment,  facilities or supplies of the proper quality, or fail in any respect
to prosecute the Work with promptness arid diligence, or fail in the performance
of any of its  obligations  hereunder.  and shall,  within  three (3) days after
receipt of written  notice from  Contractor  fail to remedy such default;  or if
Subcontractor  shall interfere with or disrupt, or threaten to interrupt with or
disrupt. the operations of Customer,  Owner or Contractor n any manner,  whether
by reason of labor dispute or otherwise; or if the presence of the Subcontractor
or his  agents or  employees  upon the  Owner's  premises  or the fact that this
Agreement has been made results in acts by third parties which interfere with or
disrupt the operations of Customer,  Owner or Contractor in any manner,  whether
by  reason of a labor  dispute,  picketing,  boycotting  or  otherwise;  or if a
petition  in  bankruptcy  shall  be  filed  by or  against  Subcontractor  or if
Subcontractor shall become insolvent and fails to furnish adequate assurances of
future  performance within seven (7) days or otherwise is unable to continue the
Work,  Contractor  may, in any such event,  either  terminate  this Agreement or
exclude  Subcontractor  and  its  employees  and  agents  from  the  Work or any
designated  portion thereof  without  terminating  this  Agreement.  Contractor,
having exercised either of the above elections,  may enter upon the premises and
take  possession of all  materials,  tools,  equipment,  facilities and supplies
thereon,  and may finish said Work or portion  thereof  either by providing  the
necessary  labor and  additional  materials,  tools,  equipment,  facilities and
supplies for finishing said Work or portion thereof or by contracting with other
parties  Subcontractor  shall not be  entitled,  in any event,  to  receive  any
further  payment under this  Agreement or otherwise in connection  with the Work
after such notice is sent or given until said Work shall be wholly finished,  at
which time if the unpaid  balance of the amount to be paid  Subcontractor  under
this  Agreement  shall exceed the cost and expense of finishing  the Work,  such
excess  shall be paid by  Contractor  to  Subcontractor:  but,  if such cost and
expense including damages incurred through  Subcontractor's default shall exceed
such  unpaid  balance,  Subcontractor  shall be  liable  for and  shall pay such
difference to Contractor.  The cost and expense of completing the Work as herein
provided and damages incurred through  Subcontractor's  default shall be audited
and certified by Contractor If Contractor wrongfully  terminates  Subcontractor,
the  Subcontractor  shall be entitled to recover  only  Subcontract  ~45IO1O-OOI
Contractor Initial Page 3 of 17 Subcontractor Initial


<PAGE>
     the pro rata Subcontract Price for Work performed.  but not paid for, prior
to  the  termination  and  incidental   damages  directly   resulting  from  the
termination,  in no  event  shall  the  Subcontractor  be  entitled  to  recover
anticipated  profit  upon  unperformed  Work or any other  damages  incurred  or
alleged to be incurred in connection with such termination

    SUBCONTRACT PRICE AND PAYMENT:

     Contractor  agrees to pay  Subcontractor  for  satisfactory  performance of
Subcontractor's   Work  the  sum  of  ONE  HUNDRED  SEVENTY  NINE  THOUSAND  AND
OO/100($179,000.00  subject to additions and deductions as herein  provided,  in
full and complete compensation for all work performed and furnished hereunder

     Progress  payments,  less retainage of five percent (5%),  shall be made to
Subcontractor  for Work  satisfactorily  performed  no later  than ten (10) days
after  receipt by  Contractor  of payment  from Owner for  Subcontractors  Work.
subject to the express  condition  precedent that Contractor shall have received
payment  therefor unless payment  withheld due to causes within the sole control
of Contractor for which  Subcontractor  is not responsible  Subcontractor  shall
make applications for payment in the manner prescribed n the Contract  Documents
and in  time  for the  Contractor  to  submit  per the  Contract  Documents.  If
retainage  is reduced by Customer  and paid to  Contractor  for  Subcontractor's
Work, or no longer withheld by Customer for Subcontractor's Work,  corresponding
subcontract  retainage  will  be  reduced  or no  longer  withheld  accordingly,
provided that  Subcontractor  is performing  its Work in time and in conformance
with this Agreement.

     When required by Contractor or Customer, and as a prerequisite for payment,
Subcontractor  Shall  provide  affidavits  partial lien waivers and releases for
itself and from each of its  subcontractors  and material  suppliers  evidencing
receipt of progress  payments.  All payments made by Contractor to Subcontractor
are made to,  and  accepted  by,  Subcontractor  as trustee  for the  benefit of
Subcontractor's employees, material suppliers and lower tier subcontractors, and
Subcontractor  shall so apply the payments from Contractor before using any part
thereof for any other purpose

     No payment  of premium  time  shall be made to  Subcontractor  unless  such
premium  time is  authorized  in  writing  by  Contractor  prior to the  working
thereof;  but if premium time is so authorized,  the premium will be paid for as
extra  compensation to Subcontractor  over and above the subcontract price. Such
premium will be paid for at the premium rates established by the applicable wage
scale for each craft plus payroll  taxes  thereon and any workers'  compensation
insurance  premium  that  Subcontractor  5  required  to pay on  account of such
premium time No payment will be made for public liability  insurance,  overhead,
supervisory  services,  profit or other charges.  Invoices for premium time must
show a  breakdown  of payroll  taxes by  percentage  and,  if a  percentage  for
workers'  compensation  premium is  applied.  evidence  that such  premiums  are
applicable must be submitted. Premium time incurred by reason of Subcontractor's
failure to adhere to the  schedule for  performance  of the Work shall be at the
expense of Subcontractor without payment or reimbursement by Contractor

WITHHOLDING OF PAYMENTS:

     8. In addition to amounts retained under Article 7 of this Agreement and in
addition to its other remedies,  Contractor may withhold and retain from time to
time out of moneys due  Subcontractor  hereunder,  amounts  sufficient  fully to
reimburse and compensate itself. Customer or Owner for any loss or damage either
or both of them may sustain,  or to indemnify  itself and the Owner  against any
liens, claims, damages, obligations or liabilities which may be asserted against
any or all of them, or their property, or Surety, by reason of or as a result of
any acts or omission of Subcontractor, its employees, representatives, licensees
or  subcontractors  in  connection  with or related to the  performance  of this
Agreement, including failure to pay its workmen, benefit plans of its employees.
taxes.  ~ubcoiitractOr5  or suppliers and inexcusable  delays in performance and
completion of the Work. or by re~~oi1 of ai1~ oilier claims Contractor may, have
against Subcontractor in connection with this or any other contract After giving
 .subcontractor  notice of and  reasonable  opportunity  to  satisfy or bond over
amounts due and owing to any creditor



<PAGE>
     for Work provided  hereunder,  Contractor shall have the right, but not the
obligation,  to direct payments owed by Contractor to Subcontractor  directly to
Subcontractor's  creditors,  either by joint check  payable to both the creditor
and the  Subcontractor or by check directly  payable to the creditor,  in either
case  reducing  the amount  owed to  Subcontractor  by the amount of such direct
payment.

    FINAL PAYMENT:

     9. As  express  conditions  precedent  to  final  payment  of all  sums due
Subcontractor hereunder:

     (I)  Subcontractor  shall  have  given  Contractor  and  Customer  evidence
satisfactory  to  them of  compliance  with  all  requirements  of the  Contract
Documents  (including  without  limitation  furnishing of as-built drawings when
required and waiver, removal or discharge of all liens, claims.  obligations and
liabilities which may be asserted),

     (ii)   Contractor   and   Customer   shall   finally   approve  and  accept
Subcontractor's Work; and

     (iii)  Contractor  shall  have  received  payment  from  Customer  for Work
performed by Subcontractor

     Payments  made  pursuant  to this  Agreement  by  Contractor  shall  not be
construed  as  the  waiver  of  any  breach  hereof  by  Subcontractor  or as an
acceptance of defective  work or of work not in  conformance  with the terms and
conditions  of this  Agreement  and of the Contract  Documents.  Subcontractor's
acceptance  of final  payment  shall  constitute  a final  waiver of any and all
claims against Contractor, Customer or otherwise arising out of or in connection
with this Agreement or the Work hereunder.

    CHANGES AND EXTRAS:

     10.  Contractor  reserves the right to make changes in, deductions from and
additions to the Work upon written  order to  Subcontractor.  Before  proceeding
with any Work involving  possible  claims by  Subcontractor  for  adjustments in
compensation  or time of performance,  Subcontractor  shall submit in writing to
Contractor  a  detailed  estimate  of the price  and  additional  time,  if any,
required  for such  Work and  shall  secure  from  Contractor  a  written  order
describing such Work and fixing  Subcontractor's  compensation  and time. in the
event any deductions  from the Work result in a material  change in the value of
the Work,  an equitable  adjustment  shall be made by the parties  hereto in the
subcontract  price.  Agreement  on any change  order  shall  constitute  a final
settlement  of all items covered  therein,  subject to  performance  thereof and
payment therefor as provided in this Agreement.  If Contractor and Subcontractor
fail to agree as to the  amount of the  adjustment,  the Work  shall  proceed as
directed in writing by  Contractor  while the  adjustment  is being  determined,
which  written  direction  shall  not  be  unreasonably  withheld.   Failure  of
Subcontractor to give Contractor  notice of claim and estimate of time and price
prior to  proceeding  with Work which is the subject of said claim shall operate
as a waiver by  Subcontractor  of all rights to adjustments in  compensation  or
time  of  performance.   Any  change  order  or  extra  work  performed  without
Contractor's prior written  authorization  pursuant to the foregoing  procedures
shall be at Subcontractor's risk without right of payment or reimbursement under
contract,  quantum meruit or otherwise.  No prior waiver of notice or failure to
enforce the procedures  herein for written  orders shall  constitute a waiver of
the  requirements  of this section for written  notice to Contractor and written
order from  Contractor  in  connection  with  subsequent  claims for  changes or
extras. In no event shall the increase in the subcontract price or the extension
of time,  if any,  afforded  to  Subcontractor  hereunder  exceed hat granted to
Contractor  under the Contract  Documents with respect to any change in the Work
initiated by Customer or Owner.

INSPECTION:

     11.  Contractor,  Customer  and Owner  shall  have the  right,  but not the
obligation,  to inspect  and  approve  all Work at all times,  but the giving or
failure  to  give  any  such  approval  shall  not  relieve   Subcontractor   of
responsibility for




<PAGE>
     the'  proper   performance  of  the  Work.   Subcontractor   shall  provide
sufficient,  safe and proper  facilities at all times for such inspection of the
Work, and shall furnish full information  concerning all materials entering into
the Work.

    DEFECTIVE WORK:

     12.  Subcontractor  shall,  at any time prior to the completion of the Work
and  within   forty-eight  (48)  hours  after  receiving   written  notice  from
Contractor,  proceed at Subcontractor's sole cost and expense to remove from the
premises  all  materials  rejected by  Contractor,  Customer  or Owner,  whether
assembled  or not,  and to  dismantle  all  portion's of the Work which shall be
rejected  as  unsound  or  improper  or in any way  failing  to  conform  to the
requirements  of this  Agreement or the Contract  Documents,  and to replace the
rejected Work with materials  conforming to the  requirements  of this Agreement
and the Contract Documents and acceptable to Contractor, Customer and Owner, and
to further pay for or replace at its own expense all work  damaged or  destroyed
thereby

    RESPONSIBILITY FOR WORK:

     13. Prior to the completion of the Work by Subcontractor and the acceptance
thereof by Contractor, Customer and Owner, all the Work shall remain at the risk
of Subcontractor and Subcontractor  shall repair and/or replace any and all loss
or damage to the Work, regardless of the cause of the damage, at Subcontractor's
own cost  and  expense,  provided  that the loss or  damage  was not  caused  by
Contractor or Contractor's  other  subcontractors.  Subcontractor  shall repair,
restore  and  replace  any  real  or  personal  property,  including  tools  and
equipment, belonging to Owner, Customer or Contractor which Subcontractor or his
subcontractors  or suppliers,  or their  respective  employees or invitees,  may
damage or destroy while on Contractor's and Owner's premises.

    WARRANTY:

     14.  Subcontractor  shall repair or replace at its own expense, as directed
by Contractor or Customer and at Owner's convenience, any defects in workmanship
or  materials  which  appear  within  one (1) year  from  the date of the  final
acceptance of the  Subcontractor's  Work,  provided however,  that Subcontractor
guarantees  the Work to the full extent and for the full period  provided in the
Contract Documents (even if longer than the above one (1) year period).

WORKERS' COMPENSATION A~ND EMPLOYMENT TAXES:

     15. Subcontractor shall provide and pay, and require his subcontractors, if
any, to provide and pay, and to secure the payment of:

     (1) Compensation for occupational diseases and for injuries sustained by or
death resulting to employees of  Subcontractors as required by state and federal
laws,  including the laws of each state wherein any work  hereunder is performed
and where  employment  contracts of such  employees were made and any applicable
Federal laws regarding maritime or Federal employment.

     (ii)  Contributions and payments with respect to employees of Subcontractor
and his  subcontractors  to state  unemployment  compensation  funds when and as
required by such unemployment compensation laws.

     (iii)  Contributions,  taxes and premiums  payable  under Federal and State
laws measured upon the payroll of employees  engaged in the  performance of Work
under this Agreement.

     Upon  written  request,   Subcontractor   shall  furnish   Contractor  with
satisfactory  evidence that Subcontractor and its  subcontractors  have complied
fully  with all of the  requirements  of law In any  event  Subcontractor  shall
indemnify and save harmless Contractor,  Customer and Owner from and against any
and all actions,  claims,  damages.  fines, 


<PAGE>
     penalties. attorneys' fees and costs resulting from Subcontractor's failure
to fully comply with all such laws or to purchase such insurance.

    TAXES:

     16 Subcontractor shall pay all sales, excise,  privilege.  occupational and
other taxes  applicable  to materials and supplies  furnished or Work  performed
hereunder and shall save Contractor,  Customer and Owner harmless from liability
for any such taxes.

    INDEMNITY:

     17.  Subcontractor shall indemnify,  defend, and hold harmless  Contractor,
its officers,  employees and agents, the owner of Contractor's  rented equipment
used by Subcontractor, and only to the extent required by the Contract Documents
those  parties  which  Contractor  is  required  to  indemnify,  defend and hold
harmless  under  the  Contract  Documents  (Contractor  and  all  other  parties
collectively "Indemnitees") from and against any and all claims, fines. damages,
losses and expenses  whatsoever  (including  those for bodily  injury,  personal
injury,  sickness,  disease or death -  hereinafter  "Personal  Injury'9  or for
injury to or  destruction of tangible  property  including loss of use resulting
therefrom - hereinafter  "Property Damage"),  in law and in equity,  arising out
of;  related  to or  resulting  from the  performance  of  Subcontractor's  Work
hereunder;  or arising  out of,  related to or  resulting  from  Subcontractor's
borrowing  employees of  Contractor;  or arising out of, related to or resulting
from Subcontractor's use of the Project premises or equipment,  facilities,  and
other property of  Indemnitees  (including  without  limitation  tools,  cranes,
hoists, watercraft,  manlifts, stairs, ramps, ladders,  platforms, and scaffolds
used  by   Subcontractor   and  its   employees,   invitees  and  those  of  its
subcontractors).

     To the fullest extent permitted by law, Subcontractor expressly understands
and agrees that  Subcontractor's  hereinabove  obligation to  Indemnitees  shall
extend to any such claim  resulting  from  Personal  Injury or Property  Damage,
regardless  of  whether  or not such  claim is caused or alleged to be caused in
part by any joint,  concurrent  or  independent  act or omission by  Indemnitees
(negligent or otherwise, whether active or passive), or whether or not caused in
whole or in part by  unseaworthiness  of  watercraft  or  defects  in  premises,
equipment or facilities used by Subcontractor, but only to the extent such claim
does not arise out of or  result  from the sole  active  negligence  or  willful
misconduct  of  Indemnitees  (other than  employees  of  Contractor  borrowed by
Subcontractor).  If  Indenmitee  is an  architect,  engineer or  surveyor,  this
indemnity  shall not extend to the liability of such  Indenmitee  arising out of
the  preparation  or approval of maps,  drawings,  opinions,  reports,  surveys,
change orders, designs or specifications by such Indemnity, or Out of the giving
or the failure to give directions or in5tructions by such Indenmitee,  where the
giving or the  failure to give any  directions  or  instructions  is the primary
cause of Personal Injury or Property Damage.

     In claims against  Indemnitees  resulting from Personal Injury to employees
of Subcontractor,  those of its  subcontractors or anyone directly or indirectly
employed by them,  Subcontractor's  hereinabove  obligation to Indemnitees shall
not be limited by any  limitation on the amount or type of damages,  benefits or
compensation  payable by or for Subcontractor under Worker's  Compensation Acts,
Disability  Benefit  Acts or other  employee  benefit  acts,  and  Subcontractor
expressly waives any such statutory or constitutional immunity.

     Subcontractor,  at Subcontractor's sole expense,  shall promptly dispose of
all such claims,  defend all lawsuits  filed against  Indemnitees on the account
thereof;  pay all  judgments  rendered  against  Indemnitees  in  such  lawsuits
(including any prejudgment interest assessed against any Indemnitees hereunder),
and  reimburse  Indemnitees  in cash upon  demand  for all  reasonable  expenses
incurred by Indemnitees on the account  thereof  including,  but not limited to,
attorneys' fees, expert witness fees,  consultant fees, and court costs, whether
incurred   defendant,'  the  underlying   action  or  incurred   enforcing  this
indemnification. Subcontractor's obligations to defend Indemnitees shall survive
any judicial  determination  invalidating,  in whole or in part, this Article 17
and shall apply  regardless  of whether or  


<PAGE>
     not  Indemnitees  are found  liable  for  negligence,  in whole or in part.
Subcontractor expressly understands and agrees that this Article 17 is supported
by specific  consideration included in the subcontract price in the amount of 1%
of the  subcontract  price and that  Subcontractor  shall purchase the insurance
specified  elsewhere  herein for the benefit of  Indemnitees  to the extent this
indemnity  is  not  otherwise  enforceable  under  the  law  In no  event  shall
Subcontractor's legally enforceable indemnity obligation hereunder be limited to
the amount of any insurance available to or provided by Subcontractor.

    RESPONSIBILITY FOR SAFETY OF PERSONS:

     18. The safety of  Subcontractor's  employees on  Contractor's  and Owner's
premises,  or any invitee who enters upon the premises  for reasons  relating to
this Agreement, shall be the sole and exclusive responsibility of Subcontractor.
Subcontractor shall at all times maintain safe working conditions and good order
among its  employees and shall not employ on the Work any unfit person or anyone
not  skilled  in the work  assigned  to him.  Subcontractor  shall  confine  its
employees, invitees, and equipment to that portion of the Project premises where
the Work under this  Agreement is to be performed or to roads and access leading
to and from such work  Sites,  or to any other areas  which  Owner,  Customer or
Contractor  may permit  Subcontractor  to use. Prior to starting any work at the
Project  premises,  Subcontractor  shall submit its safety program to Contractor
for review by Contractor.  Subcontractor  shall take all reasonable measures and
precautions  at all  times to  prevent  injuries  to or the  death of any of its
employees,  invitees  and other  persons  engaged  in the Work or other  work in
connection with the Project.  Such measures and precautions  shall include,  but
shall not be limited to, all  safeguards  and warnings  necessary to protect all
such persons  from and against any  conditions  which could be dangerous  and to
prevent  accidents of any kind whenever work is being  performed in proximity to
hazardous  conditions,  facilities,  or any  moving or  operating  machinery  or
equipment.  Subcontractor  shall promptly  report to Contractor all accidents or
occurrences resulting in injuries to Subcontractor's employees or third parties,
or damage to property of third  parties,  arising out of or in the course of the
Work, and, when requested,  shall  frilliness  Contractor with a copy of reports
made  by  Subcontractor  to its  insurer  or to  others  of such  accidents  and
occurrences, including statements or any other investigative material.

    INSURANCE REQUIREMENTS.'

     19. The Subcontractor  shall purchase and maintain  insurance in accordance
with "SCHEDULE E - INSURANCE AND IBONDS," unless  otherwise agreed in writing by
Contractor.

PERMITS AND LICENSES:

     20.  Except for licenses and permits  obtained by  Contractor,  Customer or
Owner under the Contract  Documents,  Subcontractor shall secure and pay for all
licenses and permits required for its compliance with all laws, ordinances,  and
regulations  of the proper public  authorities  in the  performance of its Work.
Subcontractor  shall be responsible  for all damages and shall  indemnify,  save
harmless and defend Contractor, Customer and Owner from and against all damages,
fines,  penalties and liability therefor,  which may arise out of the failure of
Subcontractor  to secure  and pay for any of said  licenses  and  permits  or to
comply with said laws, ordinances and regulations.

PATENTS:

     21. Subcontractor agrees to indemnify, save harmless and defend Contractor,
Customer  and Owner  from and  against  any and all  Suits,  legal  proceedings,
claims, demands, damages, costs and attorneys' fees incident to any infringement
or to any claimed infringement of any patent or patents in the manufacture. sale
or use of any  materials or  appliance  furnished  by  Subcontractor  under this
Agreement.  Contractor  shall  have the right to  approve  selection  of counsel
appointed  by  Subcontractor  to  defend  Contractor.   

<PAGE>
COOPERATION WITH OTHER CONTRACTORS:

     22.  All   construction   forces   employed   by   Subcontractor   and  its
subcontractors  shall at all times be  acceptable  to  Contractor.  Customer and
Owner and shall be subject to safety rules and other  regulations in force or to
be  established  at the  premises on which this  Agreement  is to be  performed.
Subcontractor  and its  subcontractors,  if any, shall cooperate with Contractor
and other  contractors  on the  premises  and shall so carry on their  work that
Contractor and other  contractors  shall not be hindered,  delayed or interfered
with in the  progress  of their  work,  and so that all of such work  shall be a
finished and complete job of its kind.

    CLEANING -UP OF PREYTISES:

     23. During the progress of the Work,  Subcontractor  shall store  materials
and equipment in an orderly manner and shall keep the premises at all times free
from debris and obstructions.  Upon completion of the Work,  Subcontractor shall
remove  all  temporary   buildings  or   facilities   erected  or  installed  by
Subcontractor  or  its  subcontractors,   all  construction  equipment,  surplus
materials and supplies  belonging to  Subcontractor or its  subcontractors,  and
shall leave the premises and the Work in perfect order, clean and ready for use.

    SUBLETTING AND ASSIGNING:

     24.  Subcontractor  shall not sublet or assign this  Agreement  or the Work
hereunder or any part thereof without the written consent of Contractor. ~n case
such  consent  is given,  it shall  not  relieve  Subcontractor  from any of the
obligations  of this  Agreement,  and any  subcontractor  or  assignee  shall be
considered  the agent of  Subcontractor  and,  as between  the  parties  hereto,
Subcontractor  shall be and remain liable as if no such subletting or assignment
had been made.  Lower-tier  subcontracts  are subject to the  provisions of this
Agreement, and Subcontractor's  subcontracts shall incorporate all provisions of
the Contract  Documents  and this  Agreement.  Subcontractor  hereby  assigns to
Contractor all  subcontracts  and material  orders relating to the Work provided
such  assignment  shall be effective only in the event of default or termination
under Article 6 and then only if Contractor  gives  specific  written  notice to
Subcontractor and  Subcontractor's  subcontractors and material  suppliers,  and
without  liability  on part of  Contractor  until  Contractor  affirmatively  so
accepts the assignment.

APPLICABLE LAWS AND REGULATIONS:

     25. Any provision required to be included in a contract of this type by any
applicable and valid Federal, State and local law, ordinance, rule or regulation
shall be deemed to be incorporated  herein. In the performance of this Agreement
Subcontractor shall comply with all applicable and valid laws, ordinances, rules
and  regulations.  This  Agreement  shall  be  governed  by and  interpreted  in
accordance with the law of the Commonwealth of Pennsylvania,  without  reference
to its conflict of laws provisions,  unless other law is expressly stated in the
Contract Documents as applicable to the dispute.

WAIVER OF BREACH, SEVERABILITY AND INTEGRATION:

     26. Any failure by Contractor at any time, or from time to time, to enforce
or require the strict  keeping and  performance by  Subcontractor  of any of the
terms or conditions of this  Agreement or of the Contract  Documents,  shall not
constitute a waiver by Contractor  of a breach of any such terms or  conditions,
and shall not affect or impair such terms or conditions in any way, or the right
of  Contractor  any time to avail itself of such remedies as it may have for any
such breach or breaches of such terms or conditions. If any term or condition of
this Agreement or portion 


<PAGE>
ARBITRATION AND MEDIATION:

     thereof is rendered  unenforceable  under the law, all remaining  terms and
conditions  not  affected by such  determination  shall remain in full force and
effect and shall be binding upon the parties hereto. The terms of this Agreement
supersede any prior written or oral  proposals,  negotiations,  representations,
terms or  understandings.  No  modification  to this  Agreement and no waiver of
rights  hereunder  shall be valid or  binding  unless  agreed in writing by both
parties.

    BONDS:

     27. The  Subcontractor  shall provide a payment bond and a performance bond
if required by '9SCHEDULE E -INSURANCE AND BONDS." Failure of  Subcontractor  to
promptly  provide  such  required  bonds  shall  be a  material  breach  of this
Agreement and shall entitle  Contractor to invoke the termination  provisions of
Article 6 hereof and to such other  remedies  as may be  available  at law or in
equity.

    EQUAL EMPLOYMENT OPPORTUNITY:

     28. The Subcontractor agrees to comply with all applicable Federal,  State,
and  Local  laws,  ordinances,   rules  and  regulations  concerning  employment
policies,   affirmative   action  plans  and   subcontracting   to  disadvantage
businesses.  Hiring goals and  provisions of the Contract  Documents  concerning
Equal Employment Opportunity (and disadvantaged subcontractors, if applicable to
this  Agreement)  are included as part of the Contract  Documents  applicable to
this Agreement.

    NO THIRD PARTY BENEFICIARIES:

     29. To the maximum  extent  permitted by law,  nothing under this Agreement
shall be  construed  to give any rights or benefits in this  Agreement to anyone
other than  Contractor and  Subcontractor,  and all duties and  responsibilities
undertaken pursuant to this Agreement will be for the sole and exclusive benefit
of Contractor and Subcontractor and not for the benefit of any other party.

    INDEPENDENT CONTRACTOR AND CONTROL OF THE WORK:

     30.  Subcontractor  shall  perform  the Work  under  this  Agreement  as an
independent  contractor with exclusive  control of the direction and supervision
of the  means  and  methods  of  performing  the  Work in  accordance  with  the
requirements of this Agreement and the Contract  Documents.  Subcontractor shall
be solely  responsible and liable for all  safeguards,  protections and warnings
necessary  to prevent  Personal  Injury or Property  Damage  arising out of Work
performed  under or  related to this  Agreement,  including  without  limitation
barricading  or removing  Subcontractor's  employees and invitees from hazardous
situations  over which it has no control and promptly  reporting such conditions
to Contractor.  The approval by Contractor,  Customer or Owner of the methods of
doing the Work or the failure of Contractor, Customer or Owner to call attention
to  improper  or  inadequate  methods or to require  any change in methods or to
direct Subcontractor to take any particular precautions or to refrain from doing
any particular  thing shall not excuse  Subcontractor in case of Personal Injury
or  Property  Damage.  In  the  event  Contractor  should,  at  the  request  of
Subcontractor,  furnish  workmen to  Subcontractor  for any  purpose,  including
without limitation  operation of Contractor's rented or owned equipment which is
used by Subcontractor, Subcontractor shall direct and supervise such workmen and
shall be  responsible  for their  actions  while so  engaged,  and they shall be
deemed to be borrowed employees of Subcontractor.

TERMINATION FOR CONVENIENCE:

     31. In the event the  Contract  Documents  provide for  termination  of the
contract for convenience, Subcontractor shall be bound to Contractor by all such
provisions  of the Contract  Documents in the same manner as Contractor is bound
to  Customer. 


<PAGE>
     32.  In the  event  the  Contract  Documents  provide  for  arbitration  or
mediation of disputes,  Subcontractor  shall be bound by all such  provisions of
the Contract  Documents to  Contractor  in the same manner as the  Contractor is
bound to Customer,  provided however that if any dispute between  Contractor and
Subcontractor does not involve Customer,  then Contractor in its sole discretion
shall not be required to arbitrate or mediate the dispute.

   NOTICES:

     33. All notices called for or  contemplated  herein shall be in writing and
shall be deemed  given when  personally  delivered  or when both  telefaxed  and
mailed, postage prepaid, by first class mail to the designated representative of
the C6ntractor or  Subcontractor  at the telefax number and address shown on the
face of this  Agreement.  The designated  representative  and/or the address and
telefax  number may be changed by either  party by notice to the other  party in
the manner  aforesaid,  provided that such notice shall  expressly refer to this
Article 33 and plainly state the change.

   SCHEDULES:

     34.  The  following  Schedules  are  attached  to and  form  part  of  this
Agreement:

            SCHEDULE A - SCOPE OF WORK
            SCHEDULE B - PROJECT SCHEDULE
            SCHEDULE C - CONTRACT DOCUMENTS
            SCHEDULE E - INSURANCE AND BONDS (2 pages)

   SPECIAL TERMS AND CONDITIONS:

     35.

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

Witness: CONTRACTOR


By


Title
Witness: SUBCONTRACTOR
By
Title


<PAGE>
                           SCHEDULE A - SCOPE OF WORK


     The Subcontractor shall construct and complete the following Work:


     I. Replace 16 existing  bearings  with new at 138th Street  abutment in the
Bronx and at the 29th Street abutment in Queens.

     2.  Install  four  steel  troughs  on fascia  girders  at the 138th  Street
overpass in the Bronx.

     3. Remove  approximately  4~ of  concrete  from the wing walls to free four
girder ends at the 138th Street abutment in the Bronx.





     Clarifications:

     General  Contractor to furnish  hydraulic  jacks lifting beams,  stools and
bolts. General Contractor to arrange access to the Queens jobsite.






     The following work is the responsibility of others and is excluded from the
Work of this Agreement:


     1. Materials

     2. Maintenance and protection of railroad, vehicular and pedestrian traffic

     3. Flagmen

     4. Removal of paint, field painting or touch-up painting

     5. Disposal of contaminated (if any) material

     6. Overtime work













<PAGE>
                          SCHEDULE B - PROJECT SCHEDULE

     Subcontractor  shall  perform  its Work in  accordance  with the  following
outline Project Schedule:

      Complete all work including Punch List by January 6, 1997.
<PAGE>
                         SCHEDULE C - CONTRACT DOCUMENTS


     The Contract Documents, which are incorporated by reference and included as
part of this Agreement, consist of the following documents:

     1. The Prime  Contract,  the  Conditions  of the Prime  Contract  (General,
Supplementary,  Special and other conditions) and all other documents  contained
or referenced in the Prime Contract.

2.          Drawing Number                                  Revision        Date
             C3
             S6
             S7
             59
             510                                     1
             SII
                                                                       

     AB Sketches 1, 2 and 3 dated 7/31/96 trough  details  ConServ shop drawings
for expansion bearing, 2196 and 2197 AB shop drawing 3 trough details

3. Specification Number                      Title                          Date

     Specifications  for  bearing  rehabilitation   Hellgate  Viaduct  Structure
Revised 6/Z'95 by Parsons, Brinkerhall, Quade & Douglas, Inc.

4.          Addendum Number                         Date





5. Modifications or Change Orders to the Prime Contract issued subsequent to the
   execution of the Prime Not applicable to Subcontractor's work.


Contract:



6.           Other Documents:  NONE
<PAGE>

                         SCHFDULE E INSURANCE AND BONDS

     [NSURANCE NEEDED

     E.l  Prior  to  the   commencement   of  the   Subcontractor's   work,  the
Subcontractor  shall  procure  and  maintain  in full  force and  effect for the
duration of the term of this  Agreement  the following  insurance  coverages and
minimum limits with insurance companies acceptable to Contractor.

    COMMERCIAL GENERAL LIABILITY INSURANCE

     E.2 The policy shall be written on an occurrence basis with limits not less
than 51,000,000  Combined Single Limit (550,000 limit for Fire Legal Liability).
The coverage provided shall be at east as broad as ISO Form CGOOO I or ISO Broad
Form   GL0404,   including   coverage   for   Premises-Operations.   Independent
Contractors,  Contractual  Liability (no  watercraft  or employee  bodily injury
exclusion),  Broad  Form  Property  Damage  including  explosion,  collapse  and
underground  hazards.  Products-Completed  Operations,  Personal and Advertising
Injury  Liability  and Fire Legal  Liability.  If the policy  contains a general
aggregate  limitation,  then the policy  shall be endorsed to provide at least a
52,000,000  specific  aggregate for the Work on this  project.  The policy shall
name Contractor, its officers,  employees and agents and all parties required by
the Prime Contract as Additional Insureds (hereinafter  collectively "Additional
Insureds).  The policy shall also include a cross  liability or  severability of
interest clause and shall be primary and noncontributory  insurance for all acts
or  omissions  or any other  liability  of  Additional  Insureds  arising out of
Subcontractor's   ongoing  operations   performed  for  Additional  Insureds  or
Subcontractor's  use  of  premises,   equipment  and  facilities  of  Additional
Insureds.  Any other insurance  maintained by Contractor for its own benefit, or
for the  benefit of other  Additional  Insureds  hereunder,  shall be excess and
noncontributory.  Any other insurance  maintained by other  Additional  Insureds
hereunder  shall  also be excess  and  noncontributory  towards  Subcontractor's
primary  insurance  if  required  by  the  Prime  Contract  toward   Contractor.
Contractor's  general  liability policy has been or will be endorsed to apply as
excess  over  and  noncontributory  with any  valid  and  collectible  insurance
(collectible  insurance  includes  Subcontractor's  deductibles and self-insured
retentions) available to Additional Insureds on Subcontractor's policies.

    COMMERCIAL I BUSINESS AUTOMOBILE LIABILITY INSURANCE

     E.3The policy shall  contain  limits of not less than  51,000,000  Combined
Single  Limit and  include  coverage  for "any  auto" or "all  owned,  hired and
non-owned  autos." The coverage  shall be at least as broad as ISO Form CAOO0 I,
shall include  Contractual  Liability coverage  applicable to this agreement and
shall  name  Contractor  and all  parties  required  by the  Prime  Contract  as
Additional Insured(s).

 EXCESS UMBRELLA LIABILITY INSURANCE

     E.4The  policy(ies)  shall  be  written  with  limits  of not  less  than S
3,000,000  Combined  Single Limit per occurrence and aggregate for this project,
and  coverages  shall.  as a minimum,  follow  form of  Subcontractor's  General
Liability,  Automobile Liability. and Employer's Liability coverages,  including
contractual liability coverage and coverage afforded to Additional Insured(s).

 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE

     E.5The policy shall provide coverage for statutory  benefits and Employer's
Liability coverage ofSl,000,000 per occurrence.  The policy shall be endorsed to
include USL&HW  Compensation  Act coverage and Maritime  (Jones Act) coverage if
applicable to the work.

 BUILDERS' RISK INSURANCE

<PAGE>
     E.6 Builder's Risk insurance furnished for Subcontractor's  Work on Project
Site: NONE

Deductible Amount: n/a                       Purchased by: n/a

     Waiver of Subrogation  on Builders' Risk Policy  (applies only if Builder's
Risk policy or similar property  insurance is furnished by Contractor,  Customer
or Owner) - Contractor and Subcontractor waive all rights against (1) each other
and any of their Subcontractors,  Sub-subcontractors, agents and employees, each
of the other,  and (2) provided  that an insured  interest  exists,  against the
Owner, the Architect, the Architect's consultants, separate contractors, and any
of their subcontractors,  sub-subcontractors,  agents and employees, for damages
caused by fire or other perils to the extent  covered by Builder's Risk or other
similar property  insurance provided under the Prime Contract or specified above
and  applicable to the Work.  except such rights as they may have to proceeds of
such  insurance.  All  requirements  of  the  Prime  Contract  relating  to  any
Owner-furnished property insurance are incorporated by reference.

   SPECIAL INSURANCE REQUIRED

     E.7 The  following  special  insurance  coverages  are  required  for  this
project:





   CERTIFICATES OF INSURANCE

     E.8 Prior to commencing the Work, Subcontractor shall provide a Certificate
of  insurance,  completed  and signed by an  authorized  agent of its  insurance
company(ies),  as evidence of  Subcontractor's  compliance to Schedule E of this
Agreement.   FAILURE  OF  CONTRACTOR  TO  ENFORCE  THIS  REQUIREMENT  SHALL  NOT
CONSTITUTE  A WAIVER  OF  SUBCONTRACTOR'S  OBLIG~ONS  TO  PROVIDE  INSURANCE  AS
SPECIFIED HEREIN.  In the event that the Subcontractor  fails to obtain and keep
in full force and effect any of the insurance requirements under this Agreement,
Contractor may purchase, but is not obligated to purchase, such coverage and use
any funds payable to the Subcontractor to satisfy any premium requirements.

The Certificate Holder shall be:

Hannibal Construction Co                     American Bridge Company
Att: Bill King                               Attn: Ralph J. Whitney
159 w. 127th St.                             Three Gateway Center, Suite 1100
New York, NY 10027                           Pittsburgh, PA 15222-1004
212-663-2000
Fax 212-666-1679
                                             Telephone:412-562-4400
                                             Telefax:412-562-4478



     All policies shall be endorsed to provide  mandatory 30 days written notice
of  cancellation or non-renewal (1 0 days in event of nonpayment) to Certificate
Holder.  Failure to inform  Certificate  Holder of  cancellation or non-renewal.
without securing replacement coverage equivalent to that specified herein, shall
constitute a material breach of contract to provide insurance.  Contractor shall
rely on  Certificates  of Insurance as evidence of  compliance  by the insurance
policies  in all  respects  with  the  requirements  of this  Schedule  E unless
expressly stated otherwise




<PAGE>
     thereon  or in  any  attachments  thereto.  All  deductibles,  self-insured
retentions and exclusionary  endorsements  affecting coverage for the Additional
[insureds  must be fully  disclosed  and are subject to approval of  Contractor.
Subcontractor  shall  be  solely  responsible  for  and  shall  solely  pay  all
deductibles, self-insurance or similar retentions. NONCONFORMING INSURANCE SHALL
NOT RELIEVE  SUBCONTRACTOR  OF. ITS OBLIGATION TO PROVIDE INSURANCE AS SPECIFIED
HEREIN unless waived in writing by Contractor, and this obligation shall survive
this  Agreement  even though  Subcontractor  has completed its Work and has been
fully paid.


   PAYMENT AND PERFORMANCE BONDS

     E.9 The  Subcontractor  shall provide a Payment Bond and a Performance Bond
in the amount of  ___________________________________ . The cost of the bonds is
included in the Subcontract  Price. Bonds to be executed on Contractor's form by
corporate  surety  acceptable  to  Contractor.  Surety must be registered in the
State of the  Project  and must be U.S.  Treasury  listed  for the amount of the
bond.