SUBCONTRACTOR AGREEMENT


               JOB -~ 9616 PAY ITEM#05100 ~FOR INTERNAL USE ONLY)

                                    ARTICLE 1

                                    AGREEMENT


     This Agreement made this___ day of December 13 1996. by and between _______
Humphreys & Harding. Inc.

     hereinafter   called  the  Contractor  and  U.S.   Bridge  of  N.Y..   Inc.
thereinafter  called  the  Subcontractor.  to  perform  part of the  Work on the
following project:

ARTICLE 2
PROJECT:

Permanent Mission
To The Republic Of Korea
335-337 E. 45th Street
New York. New York

OWNER:

Republic of Korea Mission
To the United Nations
866 UN Plaza (Suite 300)
New' York, New York 10017

ARCHITECT:

Pei Cobb Freed & Partners
600 Madison Avenue                 - -
New York, New York 10017


CONTRACTOR:          

Humphreys & Harding, Inc. 
420 Lexington Avenue 
New York, New York 10170

SUBCONTRACTOR:  
 
U.S. Bridge of N.Y., Inc. 
53-09 97th Place 
Bronx, New York 11368

CONTRACT  PRICE;  One Million Five Hundred  Thousand  Dollars  ($1,500,000)  FOR
Structural  Steel Work as further  described in this Agreement arid all attached
Riders. Notice to the parties shall be given at the above addresses.


<PAGE>
SCOPE OF WORK

     2.1 SUBCONTRACTOR' WORK. The Contractor contracts with the Subcontractor as
an  independent  contractor.  to  perform  the  work  described  in Rider A. The
Subcontractor  shall perform such work (hereinafter  called the  "Subcontractors
Work') under the general direction of the Contractor and in accordance with this
Agreement and the Contract Documents.

     2.2  CONTRACT  DOCUMENTS.  The  applicable  Contract  Documents  which  are
incorporated  into this Agreement and which are binding on the Subcontractor are
set forth in Article 16. Upon the  Subcontractor's  request the Contractor shall
furnish a copy of any part of these documents. Nothing in the Contract Documents
shall be  construed  to create a  contractual  relationship  between  persons or
entities other than the Contractor and Subcontractor.

     2.3 CONTRACT  OBLIGATIONS.  With  respect to the Work to be  performed  and
furnished  by the  Subcontractor,  the  Subcontractor  agrees to be bound to the
Contractor by each and all of the terms and provisions of the Contract Documents
set forth in Article  16. and to assume  toward the  contractor  all the duties.
obligations and responsibilities that the Contractor by those Contract Documents
assumes toward the Owner. Subcontractor agrees further that the Contractor shall
have the same rights and  remedies as against  the  Subcontractor  as the Owner.
under the terms and  provisions  of the  Contract  Documents.  has  against  the
Contractor  with the same force and  effect as though  every  such.  obligation.
responsibility,  right or remedy  were set forth  herein in full.  The terms and
provisions of the Contract  Documents,  with respect to the Work to be performed
and furnished by the Subcontractor,  are intended to be and shall be in addition
and not in substitution for any of the terms and provisions of this Agreement.

     2.4  CONFLICTS.  In the event of a conflict  between this Agreement and the
Contract Documents. this Agreement shall govern.

                                    ARTICLE 3

                                SCHEDULE OF WORK

     3.1 TIME IS OF THE ESSENCE.  Time is of the essence to this Agreement:  and
the  parties  agree to  mutually  cooperate  with each  other so that the entire
Project may be  completed in  accordance  with the  Contract  Documents  and the
Schedule of Work.  The Contractor may prepare a Schedule of Work and revise such
Schedule as the Work progresses.

     3.2 DUTY TO BE BOUND. The  Subcontractor  shall provide the Contractor with
any requested  scheduling  information for the Subcontractors Work. The Schedule
of  Work  and  all  subsequent   changes  thereto  shall  be  furnished  to  the
Subcontractor.  The Subcontractor agrees to be bound to the Schedule of Work and
any subsequent revisions.

     3.3 SCHEDULE  CHANGES.  The  Subcontractor  recognizes that changes will be
made in the Schedule of Work and agrees to comply with changes.

     3.4  PRIORITY OF WORK.  The  Contractor  shall have the right to decide the
time.  order and  priority  in which the  various  portions of the work shall be
performed  and all other matters  relative to the timely and orderly  conduct of
the Subcontractors  Work. The Subcontractor shall commence its work within three
(3)  days of  notice  to  proceed  from  the  Contractor;  and if  such  work is
interrupted for any reason the  Subcontractor  shall resume such work within two
working days from the Contractors notice to do so.

                                    ARTICLE 4

                                 CONTRACT PRICE

     The  Contractor  agrees  to pay  the  Subcontractor  for  the  satisfactory
performance of the  Subcontractor's  Work the amount stated in Article I subject
to additions or deductions per Article 6.

                                    ARTICLE 5

                                     PAYMENT

                             5.1 GENERAL PROVISIONS

     5.1.1  SCHEDULE OF VALUES.  The  Subcontractor  shall provide a schedule of
values  satisfactory  to the  Contractor and the Owner no more than fifteen (15)
days from the date of execution of this Agreement.

     5.1.2 ARCHITECT  VERIFICATION.  Upon request the contractor  shall give the
Subcontractor  written  authorization  to obtain directly from the Architect the
percentage of completion certified for the Subcontractors Work.

     5.1.3 PAYMENT USE RESTRICTION.  Every payment received by the Subcontractor
shall be used to  satisfy  the  indebtedness  owed by one  Subcontractor  to any
person  furnishing  labor or materials for use in performing me  Subcontractor's
Work in this Project before it is used in any other manner.

     5. 1.4  PAYM(pound)NT  USE  VERIFICATION.  The  Contractor  may at any time
require the Subcontractor to furnish a notarized affidavit that all finds by the
Subcontractor have been used to pay the Subcontractor's  obligations incurred in
the performance of the Subcontractors Work on this Project. The Contractor shall
have the right at all times to contact the  Subcontractor's  subcontractors  and
suppliers to ensure that the same are being paid  promptly by the  Subcontractor
for labor or materials homicide for use in performing the Subcontractor's Work.

     5.1.5 PARTIAL LIEN WAIVERS AND AFFIDAVITS.  As a prerequisite  for payment,
the  Subcontractor  shall provide.  in a form  satisfactory to the Owner and the
Contractor. partial lien or claim waivers and affidavits from the Subcontractor.
and its  subcontractors  and suppliers for the completed  Subcontractor's  Work.
Such waivers may be made conditional upon payment.

     5.1.6  SUBCONTRACTOR  PAYMENT  FAILURE.  Upon  payment  by the  Contractor.
Subcontractor  shall  promptly pay its  lower-tier  subcontractors  and material
suppliers  the amounts to which they are entitled.  In the event the  Contractor
has reason to believe  that  labor.  material  or other  obligations  (including
employee benefits) incurred in the performance of the  Subcontractor's  Work are
not being paid. the Contractor may give notice to the Subcontractor and may take
any steps deemed necessary to assure that progress  payments are utilized to pay
such obligations  including but not limited to the issuance of joint checks.  If
upon receipt of such notice.  the Subcontractor  does not (a) supply evidence to
the satisfaction of the Contractor that the moneys owing to the claimant(s) have
been paid: or (b) post a bond  indemnifying the Owner,  the Contractor,  and the
Contractor's  surety,  if any, and the premises from any claim or lien: then the
Contractor  shall have the right to withhold  from any payments due or to become
due to the  Subcontractor a reasonable amount to protect the Contractor from any
and all loss.  damage or expense  including  attorney's  fees  arising out of or
relating to any claim or lien until the claim or lien has been  satisfied by the
Subcontractor.

     SUBCONTRACTOR  ASSIGNMENT OF PAYMENTS.  The Subcontractor  shall not assign
any moneys due to or become due under this  Contract.  or under an Change  Order
thereto.  without the written  consent of Contractor.  unless such assignment is
intended to create a new security  interest within the scope of Article 9 of the
Uniform  Commercial  Code.  Should  Subcontractor  assign all or any part of any
moneys  due or to  become  due under  this  Contract  to  create a new  security
interest or for any other purpose.  the instrument of assignment shall contain a
clause to the  effect  that the  assi2nee's  right in and to any money due or to
become due to the  Subcontractor  shall be subject to the claims of all persons.
firms and  corporations  for  services  rendered or  materials  supplied for the
performance  of the work under this  Subcontract  and any Change  Orders.  5.1.8
PAYMENT NOT  ACCEPTANCE.  Payment to the  Subcontractor  does not  constitute or
imply  acceptance  of any  portion  of the  Subcontractor's  Work.  5.1.9  OWNER
RESPONSIBILITY  FOR PAYMENTS.  The  Subcontractor  hereby  acknowledges  that it
relies upon the credit of Owner,  not the  Contractor.  for all payments for the
Subcontractor's Work. The Subcontractor shall have the right to receive from the
Contractor  such  information  as the  Contractor  has obtained  relative to the
Owner's financial ability to pay for the Work.

     5.2 PROGRESS PAYMENTS

     5.2.1 APPLICATION.  Subcontractor's  application for progress payment shall
be itemized  and  supported by  substantiating  data as required in the Contract
Documents for the Contractor's payment application. Subcontractor's applications
shall be notarized if required.  Subcontract  payment  applications  may include
payment  requests  - on  account  of  properly  authorized  Change  Orders.  The
Subcontractor's progress payment application for work performed in the preceding
payment  period  shall be  submitted  to the  Contractor  per the  terms of this
Agreement and specifically  Subparagraphs  5.1.1.5.2.2 and 5.2.4 for approval of
the Contractor and Owner and Architect or Designated Representatives.

     The  Contractor  shall forward.  without  delay,  the approved value to the
Owner for payment.  

     5.2.2  RETAINAGEISECURITY.  The  rate of  retainage  shall  be equal to the
percentage  retained  from  the  Contractor's  payment  by  the  Owner  for  the
Subcontractor's  Work  provided  the  Subcontractor  furnishes  a bond or  other
security to the satisfaction of the Contractor.


<PAGE>
     If the Subcontractor has furnished such bond or security and if its work is
satisfactory.  and if the Contract  Documents provide for reduction of retainage
at a specified  percentage of completion,  the  Subcontractor's  retainage shall
also be reduced when the  Subcontractors  Work has been so reduced by the Owner.
However if the Subcontractor does not provide such bond or security, the rare of
retainage  shall  be  ten  percent  ~  [10%)  

     5.2.3 TIME OF APPLICATION.  The Subcontractor shall submit progress payment
applications to the Contractor no later than the 25th day of each payment period
indicating work performed up to and including the last day of the payment period
indicating work completed and. to the extent allowed under  Subparagraph  5.2.4.
costs for materials suitably stored during the preceding payment period.

     5.2.4  STORED  MATERIALS.   Unless  otherwise   provided  in  the  Contract
Documents. and if approved in advance by the Owner. applications for payment may
include materials and equipment not incorporated in the Subcontractor's Work but
delivered to and suitably  stored at the site or at some other  location  agreed
upon in writing.  Approval of payment  applications  for such stored items on or
off the site shall be conditioned upon submission by the  Subcontractor of bills
of sale and applicable  insurance or such other  procedures  satisfactory to the
Owner and  Contractor  to  establish  the Owner's  title to such  materials  and
equipment or otherwise  protect the Owner's and Contractor's  interest  therein.
including  transportation  to the site. All costs for material  storage shall be
borne by the Subcontractor and are included in the Contract Price.

     5.2.5 PAYMENTS.  The  Subcontractor  expressly agrees that payment from the
Owner to the Contractor for the Subcontractor's work is a condition precedent to
the  Contractor's  obligation to make payment to the  Subcontractor:  and agrees
that no  payment  shall  be made  to the  Subcontractor  unless  and  until  the
Contractor  receives  payment  from  the  Owner  for the  Subcontractor's  Work.
Payments   to   the   Subcontractor   for   satisfactory   performance   of  the
Subcontractor's  Work shall be made no later than ten (10) days alter receipt by
the Contractor of payment from the Owner for the Subcontractor's Work.

                                5.3 FINAL PAYMENT

     5.3.1  APPLICATION.  Upon  acceptance  of the  Subcontractor's  Work by the
Owner,  the  Contractor.   and  if  necessary,   the  Architect;  and  upon  the
Subcontractor   furnishing   evidence  of  fulfillment  of  the  Subcontractor's
obligations in accordance  with the Contract  Documents and  Subparagraph 5 3.2.
the Contractor shall forward the  Subcontractor's  application far final payment
without delay.

     5.3.2 REQUIREMENTS.  Before the Contractor shall be required to forward the
Subcontractor's  application for final payment to the Owner,  the  Subcontractor
shall submit to the Contractor.

     (a) an affidavit that ail payrolls.  bills for materials and equipment, and
other indebtedness  connected with the Subcontractor's  Work for which the Owner
or its property or the Contractor or the Contractor's surety might in any way be
liable. have been paid or otherwise satisfied:

     (b) consent of surety to final payment. if required:

     (c) satisfaction of required closeout procedures;

     (d)  certification  that  insurance  required by the Contract  Documents to
remain in effect  beyond final payment  pursuant to Paragraph  13.4 is in effect
and will not be cancelled or allowed to expire without at least thirty (30) days
written  notice to the  Contractor  unless a longer  period is stipulated in the
Contract, arid

     (e) other data if required by the  Contractor  or other,  such as receipts,
releases,  and  waivers  of  liens  to the  extent  and in  such  form as may be
designated by the Contractor or Owner.  Final payment shall  constitute a waiver
of all claims by the Subcontractor  relating to the  5ubcont:ractor's  Work. but
shall in no way relieve  the  Subcontractor  of  liability  for the  obligations
assumed under  Paragraph  9.10. or for faulty or defective work appearing  after
final payment.

     5.3.3  TIME OF FINAL  PAYMENT.  Final  payment  of the  balance  due of the
Contract Price shall be made to the Subcontractor:

     (a)  upon  receipt  of  Owner's   waiver  of  all  claims  related  to  die
Subcontractor's  Work except for unsettled liens.  unknown  defective work. arid
non-compliance with the Contract Documents or warranties: and

     (b) within seven (7) days alter receipt by the  Contractor of final payment
from the Owner for such Subcontractor's Work.


<PAGE>
                                   ARTICLE 6

                           CHANGES. CLAIMS AND DELAYS

     6.1 CHANGES.  The Contractor reserves the right to make changes.  additions
and  deletions  to the  Subcontractor's  Work.  All such  changes  shall be made
by-written  order to the  Subcontractor.  No  adjustments  to the Contract Price
shall be made unless the  Subcontractor has received a written Change Order from
the  Contractor's  authorized  Representative  as provided in Paragraph 7 1. The
Subcontractor  shall proceed with all work directed by a Change Order whether or
not a Contract Price  adjustment has been agreed upon between the Contractor and
the Subcontractor.

     6.2   CLAIMS   RELATING   TO  OWNER.   With   respect  to  changes  in  the
Subcontractor's  Work  arising from or caused by acts or omissions of the Owner.
the Subcontractor agrees that the amount of any adjustment in the Contract price
or contract time shall be limited to the  adjustment  received by the Contractor
from the Owner on account of the Subcontractor's  Work. The Subcontractor agrees
to make all  claims  resulting  from acts or  omissions  of the Owner n the same
manner and within the time limits  provided in the Contract  Documents  for like
claims by the Contractor upon the Owner: and  Subcontractor  agrees to make such
claims in sufficient  time for the  Contractor  to make such claims  against the
Owner in accordance with the Contract Documents. The Contractor agrees to permit
the Subcontractor.  at the Subcontractor's  expense. to prosecute a claim in the
name of the  Contractor  for the use and  benefit  of the  Subcontractor  in the
manner provided in the Contract Documents for like claims by the Contractor upon
the Owner.

     6.3  CLAIMS  RELATING  TO  CONTRACTO~  The  Subcontractor  shall  give  the
Contractor  written  notice of all claims not included in  Paragraph  6.2 within
five (5) days of the occurrence of the event for which claim is made: otherwise.
such claims shall be deemed waived.  All unresolved  claims,  disputes and other
matters in question between the Contractor and the Subcontractor not relating to
claims  included in  Paragraph 6 2 shall be resolved in the mariner  provided in
Article 14.

     6.4 ADJUST~~NT LN CONTRACT PRICE. If a Subcontract Change Order requires an
adjustment in the Contract Price.  the adjustment shall be established by one of
the  following  methods:  

     1.  mutual  agreement  on  a  lump  sum  with  sufficient   information  to
substantiate the amount:

     2. unit prices  already  established  in the  Contract  Documents or if not
established by the Contract  Documents then  established by mutual agreement for
this adjustment; or

     3. a mutually  determined  cost plus  allowance  for overhead and profit as
specified in Rider A.

     6.5  SUBSTANTIATION OF ADJUSTMENT.  If the  Subcontractor  does not respond
promptly or disputes  the method of  adjustment.  the method and the  adjustment
shall be  determined by the  Contractor on the basis of reasonable  expenditures
and savings of those performing the Work attributable to the change,  including,
in the case of an increase in the Contract  Price. an allowance for overhead and
profit of as specified in Rider A.

     The Subcontractor  shall maintain for the Contractor's  review and approval
an appropriately  itemized and  substantiated  accounting of the following items
attributable to the Subcontract Change Order:

     1. labor costs. including Social Security, health, welfare.  retirement and
other  fringe  benefits as normally  retired.  and state  workers'  compensation
insurance;

     2. costs of materials.  supplies.  and equipment.  whether  incorporated or
consumed in the Work. including transportation costs;

     3.  costs of  renting,  either  from the  Contractor  or from  others,  of'
machinery and equipment other than hand tools;

     4. costs of bond and insurance premiums, permit fees and taxes attributable
to the change; and

     5 costs of  additional  supervision  and field  office  personnel  services
necessitated by the change.


     6.6 DELAY.  If the  progress of the  Subcontractors  Work is  substantially
delayed without the fault or responsibility of the Subcontractor,  then the time
for the  Subcontractor's  Work shall be extended by Subcontract  Change Order to
the extent  outlined by the  Contractor  under the Contract  Documents;  and the
Schedule of Work shall be revised accordingly.


<PAGE>
     The Contractor shall not be liable to the  Subcontractor for any damages or
additional  compensation  as a consequence  of delays caused by any person not a
party to this Agreement  unless the  Contractor has first  recovered the same on
behalf of understood  and agreed by the  Subcontractor  that apart from recovery
from said person. the Subcontractor's  sole and exclusive remedy for delay shall
be an extension in the time for performance of the Subcontractor's Work.

     6.7 UQUIDATED DAMAGES.  If the Contract Documents provide for liquidated or
other  damages for delay  beyond the  completion  date set forth in the Contract
Documents,  and such damages are assessed.  then the  Contractor may assess same
against  the  Subcontractor  in  proportion  to  the  Subcontractor's  share  of
responsibility  for such delay However the amount of such  assessment  shall not
exceed the total amount assessed against the Contractor.

     Nothing set forth herein shall limit the  Subcontractor's  liability to the
Contractor   for  the   Contractor's   actual  delay   damages   caused  by  the
Subcontractor's  delay. The Subcontractor  shall be liable to the Contractor for
the Contractor's actual damages caused by the Subcontractor's delay.

                                    ARTICLE 7

                            CONTRACTOR'S OBLIG.AT~~NS

     7.1 AUTHORIZED  REPRESENTATIVE.  The Contractor shall designate one or more
persons who shall be the Contractor's authorized  representative(s)  on-site and
off-site.  Such  authorized  representative(s)  shall be the only  person(s) the
Subcontractor shall look to for instructions,  orders and/or directions,  except
in an emergency.

     7.2 STORAGE AREAS.  The Contractor may allocate  adequate storage areas. if
available. for the Subcontractor's  materials and equipment during the course of
the Subcontractor's Work.

     7.3 TIMELY COMMUNICATIONS.  The Contractor shall transmit.  with reasonable
promptness. all submittals,  transmittals. and written approvals relating to the
Subcontractor's Work.

     7.4 NON-CONTRACTED  SERVICES.  The Contractor  agrees,  except as otherwise
provided  in this  Agreement,  that no  claim  for  non-contracted  construction
services  rendered or materials  famished  shall be valid unless the  Contractor
provides the Subcontractor  notice:  (a) prior to furnishing of the services and
materials.  except in an emergency  affecting  the safety of persons or property
(b) In writing  of such  claim  within  three (~) days of first  famishing  such
services or materials: and (c) the written charges for such services or material
no later than the fifteenth  (15th) day of the calendar month  following that in
which the claim originated.

                                    ARTICLE 8
                           SUBCONTRACTOR'S OBLIGATIONS
      
     8.1  OBLIGATIONS   DERIVATIVE.   The  Subcontractor  binds  itself  to  the
Contractor under this Agreement in the same manner as the Contractor is bound to
the  Owner  under  the  Contract  Documents  arid  will so bind  its  lower-tier
subcontractors.  The  Subcontractor  shall  make  available  to  its  lower-tier
subcontractors  the  Contract  Documents  which are  binding  on the  lower-tier
subcontractors.

     8.2  RESPONSIBILITIES.  The  Subcontractor  shall Flemish all of the labor,
materials.  equipment,  and services.  including,  but not limited to, competent
supervision,  shop drawings,  samples.  tools, arid scaffolding as are necessary
for the proper performance of the Subcontractor's Work in strict accordance with
and reasonable inferable from the Contract Documents arid this Agreement.

     The  Subcontractor  shall  provide a list of  proposed  subcontractors  and
suppliers. be responsible for taking field dimensions. providing tests. ordering
of materials and all other actions as required to meet the Schedule of Work. -

     8.3 SHOP DRAWINGS. The Subcontractor shall be responsible to the Contractor
for the accuracy  arid  conformity  with the Contract  Documents of its own shop
drawing and other submittals that pertain to its work. in the same manner as the
Contractor  is  responsible  therefore  to the  Owner.  Shop  drawing,  or their
approval  by the  Contractor.  shall not be deemed to  authorize  deviations  or
substitutions from the requirements of the Contract Document.

     8.4  INCONSISTENCIES  AND OMISSIONS.  Should  inconsistencies  or omissions
related to the Subcontractor's  Work appear in this Agreement or in the Contract
Documents, the Subcontractor shall notify the Contractor in writing within three
(3) working days of the Subcontractor's discovery thereof.


<PAGE>
     8.5  TEMPORARY  SERVICES.  The  Subcontractor  shall  furnish all temporary
services and/or facilities  necessary to perform its work. exceed as provided in
Article 16. Said article also identifies  those common  temporary  services.  if
any, which are to be furnished by the Subcontractor.

     8.6. COORDINATION. me Subcontractor shall.

     (a) cooperate  with the  Contractor and all others whose work may interfere
with the Subcontractor's  Work: 

     (b)  specifically  note and  immediately  advise the Contractor of any such
interference  with  the  Subcontractor's  Work:  arid  (c)  participate  in  the
preparation of coordination drawings and work schedules in areas of congestion.

     8.7 AUTHORIZED  REPRESENTATIVE.  The  Subcontractor  shall designate one or
more  persons  who  shall be the  authorized  Subcontractor's  representative(s)
on-site  and  off-site.  Such  authorized  representative(s)  shall  be the only
persons) to whom the Contractor shall issue instructions.  orders or directions.
except in an emergency.

     8.8 PROVISION FOR INSPECTION. The Subcontractor shall notify the Contractor
when  portions  of the  Subcontractor's  Work  are  ready  for  inspection.  The
Subcontractor  shall at all times furnish the Contractor and its representatives
adequate  facilities  for  inspecting  materials  at the site or any place where
materials  under this  Agreement may be in the course of  preparation.  process.
manufacture or treatment.

     The  Subcontractor  shall furnish to the Contractor.  in such detail and as
often as  required.  full reports of the  progress of the  Subcontractor's  work
irrespective of the location of such work.

     8.9 CLEANUP.  The Subcontractor  shall follow the Contractor's  cleanup and
safety  directions:  and shall at all times keep the building and premises  free
form debris and unsafe conditions  resulting from the Subcontractor's  Work: and
shall broom clean each work prior to discontinuing work in the same.

     If the Subcontractor fails to immediately  commence compliance with cleanup
duties  within  twenty-four  (24)  hours  after  written  notification  from the
Contractor of non-compliance. the Contractor may implement such cleanup measures
without  further  notice and deduct the cost  thereof from any amounts due or to
become due the Subcontractor.  

     8.10 SAFETY.  The prevention of accidents on or in the vicinity at its Work
is the  Subcontractor's  responsibility.  even if the  Contractor  establishes a
safety program for the entire  Project.  Subcontractor  shall establish a safety
program implementing safety measures. policies and standards conforming to those
required or  recommended  by  governmental  and  quasi-governmental  authorities
having jurisdiction and by the Contractor and Owner. including,  but not limited
to. requirements  imposed by the Contract Documents.  Subcontractor shall comply
with the reasonable recommendations of insurance companies having an interest in
the  Project.  and shall  stop any part of the Work which the  Contractor  deems
unsafe until  corrective  measures  satisfactory  to Contractor  shall have been
taken. The Contractors  failure to stop  Subcontractor's  unsafe practices shall
not relieve  Subcontractor of the responsibility  therefor.  Subcontractor shall
notify the Contractor  immediately  following any accident and promptly  confirm
the notice in writing by the  subcontractor.  A detailed written report shall be
furnished if requested by the  Contractor.  Subcontractor  shall  indemnity  the
Contractor for fines, damages. or expenses incurred by the Contractor because of
the Subcontractor's failure to comply with safety requirements.

     8.11  PROTECTION  OF  THE  WOR~  The  Subcontractor  shall  take  necessary
precautions to properly protect the Subcontractor's  Work and the work of others
from damage caused by the Subcontractor's  operations.  Should the Subcontractor
cause damage to the Work or property of the Owner. the Contractor or others. the
Subcontractor  shall  promptly  remedy  such damage to the  satisfaction  of the
Contractor, or the Contractor may so remedy and deduct the cost thereof from any
amounts due to or become due the Subcontractor. -

     8.12 PERMITS.  FEES AND  LICENSES.  The  Subcontractor  shall give adequate
notices to authorities pertaining to the Subcontractor's Work and secure and pay
for all permits fees. licenses. assessments,  inspections and taxes necessary to
complete the Subcontractor's  Work in accordance with the Contract Documents and
this Agreement.

     8.13 SUBCONTRACTOR  ASSIGNMENT OF WORK~ The Subcontractor  shall not assign
the  whole  nor any  part of the  Subcontractor's  Work  without  prior  written
approval of the Contractor.  The Contractor's approval shall not be unreasonably
withheld.  Lower-tier  subcontractors and suppliers  previously  approved by the
Contractor may be listed in Article 16.


<PAGE>
     8.14 NON-CONTRACTED SERVICES. The Subcontractor agrees. except as otherwise
provided  in this  Agreement.  that no  claim  for  non-contracted  construction
services rendered or materials furnished shall be valid unless the Subcontractor
provides the Contractor notice:

     (a)  prior  to  furnishing  of the  services  or  materials.  except  in an
emergency  affecting  the safety of persons or property;  (b) in writing of such
claim within three (3) days of furnishing  such  services or materials;  and (c)
the written  charge for such  services or materials no later than the  fifteenth
(15th) day of the calendar month following that in which the claim originated.

     8.15 MATERIALS  SAFETY.  To the extent that pollutants.  hazardous or toxic
substances,  hazardous waste. asbestos. or PCB's. the Subcontractor shall comply
with all provisions of federal. state or local laws or regulations pertaining to
such materials.

                                    ARTICLE 9

                             SUBCONTRACT PROVISIONS

     9.1 LAYOUT  Responsibility AND LEVELS. The Subcontractor  shall lay out and
be strictly responsible for the accuracy of the Subcontractor's Work and for any
loss or damage  to the  Contractor  or  others by reason of the  subcontractor's
failure  to set out or  perform  its work  correctly.  The  Subcontractor  shall
exercise   prudence  so  that  the  actual  final  finish  surfaces.   When  the
subcontractor  installs  work  which is on top of another  trades  work he shall
assure himself of the acceptability of that trades work.

     9.2 WORICYIANSHIP. Every part of the Subcontractor's work shall be executed
in strict accordance with this Agreement and the Contract  Documents in the most
sound. workmanlike. and substantial manner. All workmanship shall be of the best
of its several kinds, and all materials used in the  Subcontractor's  Work shall
be  furnished  in ample  quantities  to  facilitate  the proper and  expeditious
execution  of the  work.  and  shall  be new  except  such  materials  as may be
expressly provided in the Contract Documents to be otherwise.

     9.3  MATERIALS  FUR~NISHED  BY  OTHERS.  In  the  event  the  scope  of the
Subcontractor's  Work includes  installation of materials or equipment furnished
by others,  it shall be the  responsibility  of the Subcontractor to examine the
items so provided thereupon handle.  store and install the items with such skill
and care as to ensure a satisfactory and proper installation. Loss or damage due
to acts of the  Subcontractor  shall be deducted  from any amounts due or become
due the Subcontractor.

     9.4 SUBSTITUTIONS.  \.'o substitutions shall be made in the Subcontractor's
Work  unless  permitted  in the  Contract  Documents  and  only  then  upon  the
Subcontractor   first  receiving  all  approvals  required  under  the  Contract
Documents for substitutions.  The Subcontractor shall indemnify.  the Contractor
as a result of such substitutions, whether or not the Subcontractor has obtained
approval thereof.

     9.5  USE  OF  CONTRACTOR'S  EQUIPMENT.   The  Subcontractor.   its  agents.
employees. subcontractors. or suppliers shall not use the Contractor's equipment
without   express   written   permission   of   the   Contractor's    designated
representative.

     If  the  Subcontractor  or  any  of its  agents,  employees.  suppliers  or
lower-tier subcontractors utilize any machinery,  equipment. tools. scaffolding,
hoists.  lifts or  similar  items  owned.  leased  or under the  control  of the
Contractor.  the  Subcontractor  shall  defend.  indemnify  and be liable to the
Contractor as provided in Article 12 for any loss or damage (including  personal
injury or death) which may arise from such use.

     9.6 CONTRACT BOND REVIEW. The Contractors  Payment Bond for the Project. if
any, may be reviewed and copied by the Subcontractor.

     9.7 PRIVITY. Until final completion of the Project the Subcontractor agrees
not to perform any work directly for the Owner or any tenants  thereof,  or deal
directly with the Owner's representatives in connection with the Project. unless
otherwise  directed  in writing  by the  Contractor.  All Work for this  Project
performed by the Subcontractor the Subcontractor  shall be processed and handled
exclusively by the Contractor.

     9.8  SUBCONTRACT  BOND. If a Performance or Payment Bond is not required of
the Subcontractor  under Article 16. then within the duration of this Agreement,
the   Contractor  may  require  such  bonds  before  work  is  started  and  the
Subcontractor  shall provide the same. Said bonds shall be in the full amount of
this Agreement in a form and by a surety  satisfactory  to the  Contractor.  The
Subcontractor  shall be  reimbursed  for cost for same when such cost is paid by
the Owner.


<PAGE>
     In the  event  the  Subcontractor  shall  fail  to  provide  promptly  such
requested  bones. the Contractor may terminate this Agreement i5 accordance with
Paragraph 10.1 of this Agreement.

     9.9 WARRANTY.  The Subcontractor warrants its work against all deficiencies
and defects in materials  and/or  workmanship  and as called for in the Contract
Documents.  The Subcontractor  agrees to satisfy such warranty obligations which
appear within the warranty period  established in the Contract Documents without
cost  to  the  Owner  or the  Contractor.  If no  warranty  is  required  of the
Contractor in the Contract  Documents.  then the Subcontractor shall warrant its
work as described  above for the period or' one year form the date of acceptance
of the Subcontractor's  Work. The Subcontractor  further agrees to execute prior
to  final  payment  any  special  warranties  that  shall  be  required  for the
Subcontractor's Work.

                                   ARTICLE 10

                             RECOURSE BY CONTRACTOR

     10.1 FAILURE OF PERFORMANCE.

     10.1.1  NOTICE TO CURE.  if the  Subcontractor  refuses  or fails to supply
enough properly skilled workers,  proper materials,  or maintain the Schedule of
Work.  or  it  fails  to  make  prompt  payment  for  its  workers.   lower-tier
subcontractors or suppliers. disregards laws. ordinances. rules. regulations. or
orders or public  authority  having  jurisdiction.  or otherwise fails to comply
with any provision of this Agreement, the Subcontractor may be deemed in default
of this Agreement upon written notice from the Contractor.  If the Subcontractor
fails within three (3) working days after written  notification  to commence and
continue  satisfactory  correction of such default with diligence an promptness.
then the Contractor without prejudice to any rights or remedies,  shall have the
right to any or all of the following remedies:

     (a) supply such number of workers and quantity of materials.  equipment and
other  facilities as the  Contractor  deems  necessary for the completion of the
Subcontractor's  Work or any part thereof which the  Subcontractor has failed to
complete or perform after the aforesaid  notice;  and charge the cost thereof to
the  Subcontractor  who  shall  be  liable  for the  payment  of same  including
reasonable  overhead.  profit and attorney's fees: (b) contract with one or more
additional  contractors to perform such part of the Subcontractor's  Work as the
Contractor shall determine will provide the most  expeditious  completion of the
total Work and charge the cost thereof the  Subcontractor:  (c) withhold payment
of any  money's  due the  Subcontractor  pending  corrective  action in  amounts
sufficient to cover losses and compel  performance to the extend required by and
to the  satisfaction  of the  Contractor:  and (d) in the event of an  emergency
affecting the safety of persons or property. the Contractor may proceed as above
without notice.

     10.1.2 TERMINATION BY CONTRACTO~ If the Subcontractor fails to commence and
satisfactorily  continue  correction of a default  within three (3) working days
after written notification issued under Subparagraph 10 1.1. then the Contractor
may, in lieu of or in additions to Subparagraph  10.1.1,  issue a second written
notification,  to the Subcontractor  arid its surety,  if any,  terminating this
Agreement. Upon termination.  the Contractor shall. without limitation. have the
following rights and remedies:

     (a) The Contractor may take and use any materials,  implements,  equipment,
appliances or tools furnished by or belonging to the  Subcontractor  and located
at the Project.

     (b) The  Contractor  may also furnish  those  materials.  equipment  and/or
employ such workers or  subcontractors  as the  Contractor  deemed  necessary to
maintain the orderly progress of the Work.

     (c) All costs incurred by the Contractor in performing the  Subcontractor's
Work,  including  reasonable  overhead.  profit and  attorney's  fees,  shall be
deducted from any moneys due or become due the Subcontractor.  The Subcontractor
shall be liable for the payment of any amount by which such  expenses may exceed
the unpaid balance of the Contract Price.

     10.2  TERMINATION FOR  CONVENIENCE.  The Contractor shall have the right at
any time by written notice to the Subcontractor, to terminate this Agreement and
require the Subcontractor to cease work hereunder;  in which case,  provided the
Subcontractor be not then in default. the Contractor shall pay the Subcontractor
the reasonable cost of the Subcontractor's Work plus a reasonable profit thereon
as  performed  to the  date of such  termination  arid the  Subcontractor  shall
furnish all records and  documents in order for the  Contractor to determine the
costs of the


<PAGE>
work. The Subcontractor shall furnish all records and documents in order for the
Contractor to determine the costs of the work.  The  Subcontractor  shall not be
entitled to anticipated profits on work unperformed or on materials or equipment
unfurnished.

     10.3 BANKRUPTCY

     10.3.1 TERMINATE  ABSENT CURE. If Subcontractor  files a petition under the
Bankruptcy  Code.  this Agreement shall  terminate if the  Subcontractor  or the
Subcontractor's  trustee  rejects the Agreement or, if there has been a default.
the  Subcontractor is unable to give adequate  assurance that the  Subcontractor
will perform as required by this Agreement or otherwise is unable to comply with
the requirements for assuming this Agreement under the applicable  provisions of
the Bankruptcy Code.

     10.3.2 INTERMEDARIES.  If the Subcontractor is not performing in accordance
with the Schedule of Work at the time a petition in bankruptcy  is filed,  or at
any  subsequent  time.  the  Contractor.  while  awaiting  the  decision  of the
Subcontractor  or its Trustee to reject or to assume this  Agreement and provide
adequate assurance of its ability to perform hereunder, may avail itself of such
remedies under this Article as are reasonably necessary to maintain the Schedule
of Work.  The  Contractor  may  offset  against  any sums due or become  due the
Subcontractor  all costs  incurred  in  pursuing  any of the  remedies  provided
hereunder.  including,  but not limited to.  reasonable  overhead.  profit.  and
attorney's fees. The Subcontractor shall be liable for the payment of any amount
by which such expense may exceed the unpaid balance of the Contract Price.

     10.4  SUSPENSION  BY OWNER,  Should the Owner suspend its contract with the
Contractor or any part which includes the  Subcontractor's  Work. the Contractor
shall so notify the  Subcontractor in writing and upon written  notification the
Subcontractor shall immediately  suspend the Subcontractor's  Work. In the event
of such Owner  suspension.  the Contractor's  liability to the  Subcontractor is
limited to the extent of the Contractor's recovery on the Subcontractor's behalf
under the Contract Documents. The Contractor agrees to permit the Subcontractor,
at the  Subcontractor's  expense.  to  prosecute  a  claim  in the  name  of the
Contractor for the use and benefit of the  Subcontractor  in the manner provided
in the Contract Documents for like claims by the Contractor upon the Owner. 

     10.5  TER,MINATION  BY OWNER.  Should the Owner terminate its contract with
the  Contractor  or any  part  which  includes  the  Subcontractor's  Work,  the
Contractor shall so notify the  Subcontractor in writing and upon  notification.
this Agreement shall be terminated and the Subcontractor  shall immediately stop
the  Subcontractor's  Work.  follow all of the  Contractor's  instructions.  and
mitigate all costs.  In the event of such Owner  termination,  the  Contractor's
liability  to the  Subcontractor  is limited  to the extent to the  Contractor's
recovery  on the  Subcontractor's  behalf  under  the  Contract  Documents.  The
Contractor agrees to permit the Subcontractor.  at the Subcontractor's  expense.
to  prosecute a claim in the name of the  Contractor  for the use and benefit of
the  Subcontractor  in the manner  provided in the Contract  Documents  for like
claims by the Contractor upon the Owner.

     10.6 ASSIGNMENT OF SUBCONTRACT.  The Contractor may assign this Subcontract
at any time.  Subcontractor  hereby consents to such assignment and agrees to be
bound to the assignee by the terms of this Subcontract.

     1O.7 SUSPENSION BY CONTRACTOIL  The Contractor may order the  Subcontractor
in  writing  to  suspend.   delay,   or  interrupt   all  or  any  part  of  the
Subcontractor's  Work  for  such  period  of  time  as may be  determined  to be
appropriate for the convenience of the  Contractor.  Phased or interrupted  Work
when  required  or  scheduled  shall not be  deemed a  suspension  of Work.  The
Subcontractors  shall notify the  Contractor in writing  within ten (10) working
days after  receipt of the  Contractor's  order of the effect of such order upon
the  Subcontractor's  Work.  To the  extent  allowed  the  Contractor  under the
Contract  Documents,  the Contract  Price or contract  time shall be adjusted by
Subcontract  Change Order for any increase in the time of cost of performance of
this Agreement caused by such suspension. delay or interruption.  No claim under
this Article  shall be allowed for any cost  incurred more than ten (10) working
days prior to the  Subcontractor's  notice to  Contractor.  Neither the Contract
Price nor the  contract  time  shall be  adjusted  under  this  Article  for any
suspension, delay or interruption to the extent that performance would have been
so  suspended,  delayed,  or  interrupted  by the  fault  or  negligence  of the
Subcontractor or by a cause for which Subcontractor would have been responsible.
The Contract Price shall not be adjusted under this Article for any  suspension.
delay or interruption to the extent that performance  would have been suspended.
delayed or interrupted by a cause for which


<PAGE>
the  Subcontractor  would have been entitled only to a time extension under this
Agreement.

     10.8 WRONGFUL EXERCISE.  If the Contractor  wrongfully exercises any option
under this Article.  the Contractor shall be liable to the Subcontractor  solely
for the  reasonable  value of work performed by the  Subcontractor  prior to the
Contractor's  wrongful action.  including  reasonable overhead and profit on the
Work performed less prior payments made.

                                   ARTICLE 11

                                 LABOR RELATIONS

     11.1 LABOR  HARMONY.  Subcontractor  must work in harmony with other trades
and other contractors and subcontractors on site. Subcontractor's labor disputes
must not interfere  with the purpose of the work and must be resolved  promptly.
if labor disputes involving the Subcontractor  adversely impact the project, the
Contractor may take corrective action under the provisions of Article 10.


                                   ARTICLE 12

                                 INDEMNIFICATION

     12.1  SUBCONTRACTOR'S  PERFOR~VIANCE.  To the fullest extent  permitted .by
law, the Subcontractor shall defend. indemnify and hold harmless. the Contractor
(including the affiliates. parents and subsidiaries.  their agents and employees
and other contractors and  subcontractors  and all of their agents and employees
and. when required of the Contractor by the Contract  Documents,  the Owner, the
Architect.  Architect's  consultants,  agents and employees from and against all
claims, damages, loss and expenses. including but not limited to attorneys fees.
arising out of our resulting from the  performance of the  Subcontract  provided
that:
    
     (a) any such  claim.  damage,  loss or  expense is  attributable  to bodily
injury, sickness,  disease, or death, or to injury to or destruction of tangible
property (other than the Sub-contractor's Work itself) including the loss of use
resulting  therefrom,  to the extent  caused or alleged to be caused in whole or
part in any negligent act or omission of the Subcontractor or anyone directly or
indirectly  employed  by the  Subcontractor  or for  anyone  for whose  acts the
Subcontractor  may be  liable,  regardless  of whether it is caused in part by a
party indemnified hereunder:

(b)      such  obligation  shall not be  construed  to negate.  or  abridge.  or
         otherwise reduce any other right or obligation or indemnity which would
         otherwise exist as to any parry of person described in this Article 12.

     12.2 NO LIMITATION UPON LIABILITY. In any and all claims against the Owner.
the Architect  Architects  consultants.  agents and  employees.  the  Contractor
(including its affiliates,  parents and  subsidiaries)  and other contractors or
subcontractors,  or any of their  agents or  employees.  by any  employee of the
Subcontractor.  anyone directly or indirectly  employed by the  Subcontractor or
anyone  for whose acts the  Subcontractor  may be  liable.  the  indemnification
obligation  under  this  Article  12  shall  not be  limited  in any  way be any
limitation on the amount or type of damages, compensation or benefits payable by
or  for  the  Subcontractor  under  worker's  or  workman's  compensation  acts,
disability benefit acts or other employee benefit acts.

     12.3 COMPLIANCE WITH LAWS. The Subcontractor  agrees to be bound by, and at
its own cost  comply with all  federal,  state and local  laws,  ordinances  and
regulations  (hereinafter  collectively referred to as "laws") applicable to the
Subcontractor's   Work   including,   but  not  limited  to.  equal   employment
opportunity,  minority business enterprise.  women's business enterprise, safety
and all other  laws with  which the  Contractor  must  comply  according  to the
Contract Documents.  The Subcontractor shall be liable to the Contractor and the
Owner for all loss.  cost and expense  attributable to any acts of commission or
omission by the  Subcontractor.  its  employees  and agents  resulting  from the
failure to comply therewith, including, but not limited to, any fines, penalties
or corrective measures.

     12.4 PATENTS.  Except as otherwise provided by the Contract Documents.  the
Subcontractor  shall pay all  royalties and license fees which may be due on the
inclusion  of  any  patented   materials  in  the   Subcontractor's   Work.  The
Subcontractor  shall defend all suits for claims for  infringement of any patent
rights arising out of the Subcontractor's Work. which may be brought against the
Contractor  or Owner,  and shall be liable to the  Contractor  and Owner for all
loss. including all costs, expenses, and attorney's fees.

     l2.5 PAYROLL AND  MISCELLANEOUS  TAXES.  Subcontractor  hereby  accepts and
assumes full and exclusive  liability for the payment of all state and municipal
sales and  materials  taxes and  contributions.  taxes or premiums  which may be
payable or required under all applicable laws including


<PAGE>
but without  limitation the State  Unemployment  Insurance  Act.  Federal Social
Security  Act.  and any  applicable  unemployment  'insurance.  compensation  or
reserve law, as to all employees  engaged in the  performance  of the Work.  The
Subcontractor  further agrees to sign an agreement in form and content as may be
provided  in  regulations  promulgated  by the State or other  authority  having
jurisdiction  acting  under or pursuant to  applicable  law and/or  regulations.
including'  but not  limited  to the  furnishing  of  such  assurance  by  bond.
guaranty,  financial  statement or other  instrument  as may be  prescribed  and
required  under  such   regulations.   in  order  to  effectively  vest  in  the
Subcontractor. and relieve the Contractor. from liability for contributions owed
by reason of wages paid to employees of the Subcontractor.  Subcontractor  shall
comply with the rules and regulations which may be issued by the Commissioner of
Internal  Revenue.  Secretary  of the  Treasury,  or  their  designee.  for  the
enforcement  of the Federal Social  Security Act as to employees  engaged in the
performance of the Work and the Subcontractor  shall indemnify and hold harmless
the  Contractor  against  any claim or demand or  liability  regardless  of what
taxing  authority or other parry asserts that  Subcontractor  has failed to make
the subject  contribution)  for  contributions  or taxes owed by reason of wages
paid to employees of the Subcontractor engaged in the performance of the Work.

                                   ARTICLE 13

                                    INSURANCE

     13.1 SUBCONTRACTOR'S INSURANCE. Prior to start of the Subcontractor's Work.
the  Subcontractor  shall procure for the  Subcontractor's  Work and maintain in
force Worker's  Compensation  Insurance.  Employer's  Liability  Insurance on an
occurrence  basis.  and all  insurance  required  of the  Contractor  under  the
Contract Document. The Contractor.  Owner and other parties as designated in the
Contract  Documents  shall  be  named  as  additional  insured  on each of these
policies  except  for  Worker's  Compensation.   This  insurance  shall  include
contractual  liability insurance covering the Subcontractor's  obligations under
Article 12.

     13.2 LMINIMUM LIMITS OF LIABILITY.  The  Subcontractor's  Comprehensive  or
Commercial Liability Insurance and Comprehensive Automobile Liability Insurance.
as required by  Paragraph  13.1,  shall be written  with limits of  liability as
shown on attached Rider B.

     13.3 NUMBER OF POLICIES.  Comprehensive  or  Commercial  General  Liability
Insurance and other  liability  insurance may be arranged  under a single policy
for the full limits required or by a combination of underlying policies with the
balance provided by an Excess or Umbrella Liability Policy',

     13.4  CANCELLATION.   RENEWAL  OR  MODIFICATION.  The  Subcontractor  shall
maintain in effect all insurance  coverage  required under this Agreement at the
Subcontractor's  sole expense and with  insurance  companies  acceptable  to the
Contractor.  All insurance policies shall contain a provision that the coverages
afforded  thereunder  shall not be  cancelled or not  reduced.  nor  restrictive
modifications  added.  until at least thirty ~30) days prior written  notice has
been given to the  Contractor  unless  otherwise  specifically  required  in the
Contract Documents.  Certificates of Insurance.  or certified copies of policies
acceptable to the  Contractor.  shall be filed with the Contractor  prior to the
commencement of the  Subcontractor's  Work. In the event the Subcontractor fails
to obtain or maintain any insurance coverage required under this Agreement,  the
Contractor  may purchase  such  coverage  and charge the expense  thereof to the
Subcontractor,  or terminate this Agreement. The Subcontractor shall continue to
carry  completed  operations  liability  insurance  for at least two years after
final payment.  The Subcontractor  shall fourths the Contractor evidence of such
insurance at final payment and one year thereafter.

     13.5 BUILDER'S RISK INSURANCE.  Upon written request of the  Subcontractor.
the Contractor shall provide the Subcontractor with a copy of the Builder's Risk
policy of  insurance or any other  equipment  insurance in force for the Project
and procured by the Contractor.  The Subcontractor shall satisfy itself prior to
commencement  of the  Subcontractor's  Work. If the Owner or Contractor have not
purchased  Builder's  Risk  insurance  for  the  full  insurable  value  of  the
Subcontractor's  Work less a reasonable  deductible,  then the Subcontractor may
procure such insurance as will protect the interests of the  Subcontractor,  its
subcontractors and their  subcontractors in the Work, and, by appropriate Change
Order.  the  cost  of such  additional  insurance  shall  be  reimbursed  to the
Subcontractor.

     If not covered  under the  Builder's  Risk policy of insurance or any other
property  or  equipment  insurance  required  by  the  Contract  Documents.  the
Subcontractor  shall  procure and maintain at the  Subcontractor's  own expense.
property and equipment


<PAGE>
     insurance for portions of the  Subcontractor's  Work stored off the site or
in transit. when such portions of the Subcontractor's Work are to be included in
an application under Article 5.

     13.6 ENDORSEMENT.  If the policies of insurance referred to in this Article
require an endorsement  to provide for continued  coverage where there 5 a waver
of subrogation. the owners of such policies will cause them to be so endorsed.

                                   ARTICLE 14

                                   ARBITRATION

     14.1 AGREEMENT TO ARBITRATE.  All claims. disputes. and matters in question
arising out of. or relating to, this Agreement or the breach thereof. except for
claims which have been waived by the making or  acceptance  of final payment and
except for the claims described in Paragraphs 14 2 and 14.3, shall be decided by
arbitration in accordance with the Construction  Industry  Arbitration  Rules of
the American arbitration  Association then in effect unless the parties mutually
agree  otherwise.  Notwithstanding  other  provisions  in  the  Agreement.  this
agreement to arbitrate shall be governed by the Federal Arbitration Act.

     14.2 OWNER RELATED CLAIMS. If the  Subcontractor's  demand for arbitration,
Is  related,  in  whole or in part.  to any  claim  between  the  Owner  and the
Contractor.  then  the  Subcontractor's  claim  shall  not be the  subject  of a
separate  arbitration  proceeding.  Instead the Subcontractor  shall. at its own
expense.  present such claim to the forum in which the Owner and the  Contractor
are proceeding on such claim; and the Subcontractor  shall be conclusively bound
by the decision of that forum which respect to the Subcontractor's claim.

     14.3 EXCEPTIONS. The agreement to arbitrate shall not apply to any claim of
contribution  or indemnity  asserted by one party to this Agreement  against the
other parry and arising out of an action  brought in a state or federal court or
in  arbitration  by a person who is under no obligation to arbitrate the subject
matter of such action  with either of the parties  hereto or does not consent to
such arbitration;  or the Subcontractor's claim is related. in whole or in part,
to any claim between the Owner and the Contractor.

     14.4  APPL1CABILITY  OF  ARBITRATION.  In  any  dispute  arising  over  the
application of this Article.  the question of arbitrability  shall be decided by
the appropriate court and not by arbitration.

     14.5 NOTICE OF DEMAND.  Notice of the demand for arbitration shall be tiled
in  writing  with the  other  party  to this  Agreement  and  with the  American
Arbitration Association. The demand for arbitration shall be made as required in
the Contract  Documents or within a reasonable  time after written notice of the
claim.  dispute or other  matter in question  would be barred by the  applicable
statute  of  limitation.  whichever  shall  first  occur.  The  location  of the
arbitration  proceedings  shall be the  location of the  Contractor's  principal
place of business.

     14.6  AWARD.  The award  rendered by the  arbitrator(s)  shall be final and
judgment may be entered upon it in accordance  with  applicable law in any court
having jurisdiction.

     14.7 WORK CONTINUATION AND PAYMENT. Unless otherwise agreed in writing, the
Subcontractor  shall carry on the Work and maintain the Schedule of Work pending
arbitration. !f the Subcontractor is continuing to perform, the contractor shall
continue to make payments in accordance with this Agreement.

     14.8 NO LIMITATION RIGHTS OR REMEDIES.  Nothing in this Article shall limit
any rights or  remedies  not  expressly  waived by the  Subcontractor  which the
Subcontractor may have under lien laws or payment bonds.

     14.9 SAME  ARBITRATIONS.  To the extent not  prohibited by their  contracts
with others. the claims and disputes of the Owner. Contractor. Subcontractor and
other  subcontractors  involving a common question of fact or law shall be heard
by the same arbitrator(s) in a single proceeding.

                                   ARTICLE 15

                             CONTRACT INTERPRETATION

     15.1 LAW AND EFFECT.  This  Agreement  shall be governed by the laws of the
State in which the Project is located.

     15.2 SEVERABILITY AND WAIVEIL The partial or complete invalidity of any one
or more provisions of this Agreement shall not affect the validity or continuing
once and effect of any other  provision.  The failure of either  party hereto to
insist, in any one or more instances,  upon the performance of any of the terms,
covenants or conditions of this Agreement or to exercise any right herein. shall
not be


<PAGE>
     construed as a waiver or relinquishment of such term.  covenant.  condition
or right as respects further performance.

     15.3 TITLES.  The titles given to the  Articles of this  Agreement  are for
ease of  reference  only and  shall  not be  relied  upon or cited for any other
purpose.

     15.4  ENTIRE  AGREEMENT.  This  Agreement  is solely for the benefit of the
signatories  hereto and represents the entire and integrated  agreement  between
the parties hereto and supersedes all prior  negotiations,  representations.  or
agreements. either written or oral.


                                   ARTICLE 16
                               SPECIAL PROVISIONS

     16.1  PRECEDENCE.  It is  understood  the work to be  performed  under this
Agreement  including  the terms  and  conditions  thereof.  is as  described  in
Articles I through 16 together with all attached Riders.

     16.2 SCOPE OF WORK. The  Subcontractor  shall perform all work necessary or
incidental  to complete  the Work as  described  in Article I for the Project in
strict  accordance  with this  Agreement,  the Contract  Documents.  and as more
particularly set forth in Rider A 'Scope of Work".

     16.3 OTHER SPECIAL PROViSi6NS. (Insert here any special provisions required
by this Agreement.)

     16.4  CONTRACT  DOCUMENTS.  The  Contract  Documents  shall  consist of the
following    documents:    (List   applicable    Contract   Drawings   including
specifications.  drawings,  addenda  modifications.  and  exercised  alternates.
Identify with general  description.  sheet  numbers.  and latest date  including
revisions.)

     RIDER B INSURANCE REQUIREMENTS MINIMUM LIMITS OF LIABILITY.

     RIDER C CAPITAL IMPROVEMENT/OR TAX EXEMPT CERTIFICATES.

     RIDER D- DRAWINGS AND SPECIFICATIONS.

     RIDER E - HUMPHREYS & HARDINGS, INC. SPECIAL PROVISIONS

     RIDER F - SCHEDULE
<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
335-337 E. 45th STREET
NEW YORK, NEW YORK

                                    RIDER 'A'
                    #05100 STRUCTI~~L STEEL & METAL DECK WORK

Provide all labor, materials, equipment,  engineering and supervision to perform
  Structural Steel & Metal Deck Work to include,  but not limited to production,
  fabrication,  delivery  and  erection of  structural  steel and metal  decking
  assemblies in accordance with the following specification sections:

DIVISION 1 - GENERAL REQUIREMENTS - ALL SECTIONS
STRUCTURAL DRAWN1G BOOK P4560400
SPECIFICATION SECTION 05100 STRUCTURAL STEEL
SPECIFICATION SECTION 05300 METAL DECK AND STUD SHEAR CONNECTORS

and all  related  design  documents  shown in  Rider  'D' of this  agreement  as
prepared by Pei, Cobb, Freed & Partners.

The  following  work is  also to be  included  in the  Structural  Steel & Metal
Decking:

A.    GENERAL:

1. Labor Harmony  Subcontractor  shall ensure labor harmony during the course of
it work.

2.    Temporary  Structures and Field Offices: The Subcontractor shall construct
      and maintain,  in locations approved by the General Contractor,  temporary
      structures,  offices,  material  sheds,  storage  sheds,  or other similar
      enclosed   structures   required   for  the   performance   of  its  work.
      Subcontractor shall construct or place temporary structures on, or secured
      to adequate foundation  material.  Provide connections to utility services
      (telephone  I fax,  electric,  etc.) at its own cost  with the  Electrical
      Subcontractor. (Use of construction Managers equipment and services is not
      permitted.)  Subcontractor shall provide OSHA compliant steps and landings
      at entrance doors as required.

3.    Noise  Controls:  The  Subcontractor  shall  ensure  that the work will be
      executed in a careflil and orderly  manner;  with the least possible noise
      or disturbance to the occupants of adjacent buildings,  properties,  or to
      the  public.  Subcontractor  shall  ensure that  gasoline  and diesel fuel
      operated  equipment or vehicles shall be equipped with proper mufflers and
      insulators so that noise will be reduced to a minimum. Subcontractor shall
      ensure that pneumatic  equipment shall be of a type and size, suitable for
      condition of use,


<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
3~5-337 E. 45th STREET
NEW YORK, NEW YORK

                                    RIDER 'A'
                    #05100 STRUCTU~AL STEEL & METAL DECK WORK


     selected for maximum  noise  control.  Subcontractor  shall  utilize  every
     reasonable  means to  minimize  vibration  and noise.  Blasting  or similar
     operations will not be allowed.  No construction  activity exceeding 75 dba
     decibels as measured at the project property line shall be allowed to start
     before 8:00 A.NI. or extended beyond 6:00 P~M.

4.    Pest  and  Rodent  Control:  Subcontractor  to  perform  pest  and  rodent
      controlling  activities as necessary,  within its work and storage area(s)
      to maintain site free of  infestation  during the work.  These  activities
      must be approved by General Contractor.

5.  Security:  Subcontractor  to secure and protect its working & storage areas,
equipment and office(s) during the course of its work.

6.    Pollution Control & Cleaning:  The Subcontractor  shall not, in connection
      with the work,  discharge  smoke,  dust,  or other  contaminants  into the
      atmosphere  or  discharge  any fluids or materials  into any lake,  river,
      stream,  or channel  as will  violate  regulations  of the  Department  of
      Buildings.  Control  accumulated waste materials and rubbish from its work
      and dispose in containers provided by the General  Contractor.  Burning of
      materials is not permitted.

7.    Maintenance:  Subcontractor to provide  periodic  maintenance and cleaning
      for its  temporary  facilities  and  equipment.  The  Subcontractor  shall
      maintain its  protection  in proper and safe  condition  and in accordance
      with all applicable life & health safety codes.  The  Subcontractor  shall
      maintain  access to its work and storage areas without  blocking access of
      subsequent trades.

8.    Removal:   Subcontractor  to  completely   remove  all  of  its  temporary
      facilities.   Subcontractor  shall  clean  and  repair  damage  caused  by
      installation  or by use  of its  temporary  facilities.  Subcontractor  to
      restore existing  facilities and utilities used for its temporary purposes
      and scheduled to remain to original condition.

9. Temporary Power:  Subcontractor to provide its own power (i.e. generator) and
to include all associated standby trades for its own operations.

10.   Existing  Bench Mark Survey:  Subcontractor  will be provided with a bench
      mark survey with major axis lines and elevations. All required engineering
      layout  from this  information  necessary  to perform  the work is by this
      Subcontractor. This Subcontractor is to


<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
335-337 E. 45th STREET
NEW YORK, NEW YORK
RIDER 'A'
05l00 STRUCTURAL STEEL & 'METAL DECK WORK


     deliver to the  General  Contractor  an anchor  bolt  survey  prepared by a
     licensed  surveyor and which shows the true position of each anchor bolt as
     well as the bolt pattern required by the steel fabricator. This survey must
     be delivered at least direct days prior to steel erection.

11. As-Built  Survey:  Subcontractor  is to provide a complete  engineers survey
upon completion of its work, from an approved licensed surveyor.

12.   Maintaining  Access to Site: The  Subcontractor  shall  maintain  adequate
      provisions to facilitate access and mobility of fire apparatus,  and other
      emergency and / or service vehicles, equipment and personnel to the site.

13. Street  Openings:  The  Subcontractor  shall not make any street or sidewalk
openings / cuts that deviate from the Contract Documents for any reason.

14.   Barriers:  Furnish,  install and maintain OSHA compliant barriers, as well
      as barriers  required to prevent public entry, to provide traffic control,
      to protect the work, existing facilities, streets, trees, paths rock work,
      gates, etc., from construction operations.

15.   OSHA  Requirements:  Subcontractor  to provide all labor and  material for
      site protection as required by local, state and OSHA rules and regulations
      for any and all hazards created as a result of the work of this contract.

16.   Streets: Do not close or obstruct streets, walks or other occupied or used
      facilities  without  permission  from  the  Department  of  Highways.   If
      permission is granted by the General Contractor,  provide alternate routes
      around closed or obstructed traffic ways as required by regulations.

17.   Access  to  Work:  Maintain  access  to  site.  During  wet  periods,  the
      Subcontractor  shall provide site / soil stabilization  where necessary to
      allow for its construction equipment.

18.   Dust  Control:  Subcontractor  shall  control  dust at site by  moistening
      surfaces  and / or  providing  other  acceptable  forms of dust control to
      prevent  dust being a  nuisance.  Sweep  streets in the  vicinity  of site
      entrances and exits daily, to alleviate dust and mud in the streets.


<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
335-337E. 45th STREET
NEW YORK, NEW YORK

                                    RIDER 'A'
                    #05100 STRUCTURAL STEEL & METAL DECK WORK

     19. Coordination:  Subcontractor shall provide all required engineering and
coordination  for  its  work  and  other  associated  trades.  It  will  be  the
responsibility  of this  contract to produce  coordinated  layout  drawings  for
interface  with  all  other  related   trades.   As-Built   conditions  will  be
incorporated in the same manner.

     20.  Existing  Utilities & Structures:  Subcontractor  is  responsible  for
protecting,  existing  or new  utilities,  walls  and  trees.  Subcontractor  is
responsible  for all the repair of any damage to existing  utilities,  walls and
trees resulting from its work.

     21. Snow & Ice Removal:  Subcontractor  shall  provide snow and ice removal
for site access for its employees

     22. Cleaning: Subcontractor is responsible for all clean up of all rubbish,
generated  by its  workers  so as to  maintain  a safe and clean  site.  General
Contractor will review the site conditions daily and notify Subcontractor of any
deficiencies.

     23. Schedule of Values: Subcontractor's contract price shall be broken down
in manner acceptable to the General Contractor.

     24.  Adjacent  Property:  It is understood by this  Subcontractor  that the
adjacent  property  is not  available  for the  storage of any  material  and or
equipment.

     25. Master Mechanic:  Subcontractor  understands that the pro-rata share of
the cost of a Master  Mechanic,  if  required,  is  included in the cost of this
contract. ---------------

     26.  Performance  & Payment  Bond:  Subcontractors  Price  includes ~ costs
associated with a Performance and Payment Bond.

     27. Shop  Drawings:  Subcontractors  price includes the submission of three
(3) reproducible sepias and five (5) blue line prints. -------------

     28. Privacy of the Owner:  The  Subcontractor  acknowledges and understands
that the project is intended to house the Ambassador of the Permanent Mission of
the  Government  of the  Republic  of  Korea  to the  United  Nations.  and that
therefore  the  utmost  care  must  be  utilized  to  keep  all  of  the  plans,
specifications,  and drawings for the project as well as floor layouts and uses,
strictly   confidential.   The  Subcontractor   shall  not  divulge  information
concerning the Owner of the project to anyone (except for information concerning
the project required


<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
335-337 E. 45th STREET
NEW YORK~ NEW YORK
RIDER 'A'
#05100 STRUCTURAL STEEL & METAL DECK WORK


     for  applications for permits,  and except to the Architect's  consultants.
     the  Contractor,  and  others  performing  work on a need  to know  basis),
     without the Owner's prior written consent.  The Subcontractor  shall obtain
     similar agreements from all of its Subcontractors and  Subconsultants.  The
     Owner reserves the right to release all  information as well as to time its
     release, from or content.  Notwithstanding,  the foregoing,  this provision
     shall not apply to information that is in the public domain. The provisions
     of this  article  shall  survive  the  expiration  or  termination  of this
     agreement.

B.    STRUCTURAL STEEL -05100:

     1. Subcontractors work includes all permits for its steel erection.

     2.  Subcontractors  work includes the  coordinating  and  furnishing of the
following items to the foundation and  superstructure  concrete  subcontractors:
base,  bearing & leveling  plates,  wall plates and anchor bolts and all embeded
structural items.

     3.  Subcontractors  work includes the  furnishing and  installation  of the
following items: beams, columns,  girders, bracing, trusses, elevator separator,
hoist beams,  sill angles,  posts,  struts and hangers  support  brackets,  seat
angles,  metal  deck  supports,   lintels  attached  to  structural  steel,  and
associated connections.

     4. Subcontractors work includes  galvanizing,  shop priming and field touch
up as specified.

     5. Subcontractors work includes a pre-installation anchor~bolt survey.

     6.  Subcontractors  work  includes  four (4) anchor bolts and enlarged base
plates at the cellar level.

     7.  Subcontractors work includes the furnishing and installation of exposed
structural steel and two (2) coat paint finish @ top of building.

     8. Subcontractors work includes the splicing,  plumbing and leveling of the
cellar  and 1st floor  structural  members as may be  required  to allow for the
installation of the 1st floor supported slab.


<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
335-337 E. 45th STREET
NEW YORK, NEW YORK
                                    RIDER 'A'
                    #05 OC STRUCTURAL STEEL & METAL DECK WORK

     9. Subcontractor  shall furnish and install OSHA double cable ~ 60" and 42"
at building perimeter.

     10.Subcontractor shall furnish and install metal angles and single cable at
all interior deck  openings.  Subcontractor  shall also provide metal decking or
plank to cover deck openings.

     11.Subcontractors work includes fire watch as required.

     12.Subcontractor  shall  supply all welding and burning  certifications  as
required.

     13.  Subcontractors  work includes the supplying of mill  certificates in a
timely fashion.

     14.  Subcontractor  shall  provide  impending  loads to be exerted on first
floor slab,  for design and shoring  installation  bt others  required for crane
installation and use.

C.  METAL DECKING AIND STUD SHEAR CONNECTIONS -05300:

      1.  Subcontractors  work  includes  all  permits  for metal deck  assembly
placement.

     2. Subcontractors work includes the following:  Non-cellular metal decking,
flashing saddles,  sumps, closure members, cover plates, metal screed ~ building
perimeter & openings,  metal  flashing and closure plates around all columns and
penetrations,  hanger tabs,  cutting and forming of holes an openings to support
temporary and permanate construction, miscellaneous supports and shoring framing
as shown on the contract documents.

     3. Subcontractors work includes all field touch up as specified.

     4. Subcontractors work includes shear stud ferrule removal.

D.  USE OF ERECTION EQUIPMENT BY OTHER TRADES:

      1.  Subcontractors  price includes 1/2 hour picks for the following trades
on regular time:

Plumbing - 2 Lifts
Electrical - 4 Lifts
Mechanical - 6 Lifts
Misc. Metals 5 Lifts


<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
335-337 E. 45th STREET
NEW YORK, NEW YORK
                                    RIDER 'A'
                    #05100 STRUCTUR~L STEEL & METAL DECK WORK

      2. At die end of subcontractors erection period,  subcontractor shall turn
      over the crane to the exterior wall  erector.  Exterior wall erector shall
      be  responsible  for rental and crane  removal at the  completion of their
      work.

E.  SCHEDULE/LOGISTICS:

     1. The project  completion  date for Structural  Steel & Metal Deck Work is
June 15, 1997.  Subcontractor  shall  perform all  submittals,  fabrication  and
installation of the work to meet the time  requirements  for the work as defined
by the project schedule completion date as outlined.  The project schedule shown
in Rider 'F' of this agreement is to serve as a guideline for meeting the stated
end date.  Any and all required  refinements  to this  schedule,  as a result of
detailed  Subcontractor  information,  shall not entitle this  Subcontractor  to
additional monies for the work.

     a) Subcontractor agrees to commence die submittal process immediately after
award of this contract, and Notice of Award I Letter of Intent of this contract.

     b)  Subcontractor  will  mobilize,  order  material and  continue  required
operations no later than one (1) week after Notice of Award I Letter of Intent.

     c)  Subcontractors  work shall include two (2) mobilizations for structural
steel: 

     1.Approx. March 15, 1997, erect cellar & 1st floor steel, plumb & level) as
required for the installation of the 1st floor supported slab.

     2.Approx.  May 1, 1997,  erect 2nd floor  through  completion of structural
steel.

     d) Subcontractor shall complete metal deck work by March 15, 1996.

     2. It is  understood  that the  subcontractor  cannot close 45th Street for
steel erection.  Therefore  subcontractors  equipment and counter weight must be
contained within the 40'-0" envelope from the building to the outside  dimension
of the 8'-0" parking lane.  Subcontractors  price shall include  either of three
(3) erection methods:  I.Crawling tower crane and associated cribbing & shoring.
2.Cherry picker & guy derrick. 3.Cherry picker & 140 ton Link-Belt truck crane.


<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
335-33~, E. 45th STREET
NEW YORK, NEW YORK
     
                                    RIDER 'A'
                    #05100 STRUCTURAL STEEL & METAL DECK WORK

F.  EXCLUSIONS:

     1. Sales Tax.

     2. Field & mill testing & inspections. (By General Contractor)

     3.   Cutting  &  patching   of   concrete.   ~y   Superstructure   Concrete
Subcontractor)

     4.  Setting or grouting of base & leveling  plates and anchor  bolts.  (13y
Superstructure Concrete Subcontractor)

     5. Loose lintels.(By Miscellaneoud Iron Subcontractor)

     6.   Superstructure   Concrete   shoring   design  &   installation.   (13y
Superstructure Concrete Subcontractor)


G.  UNIT PRICE LIST:

     The following unit prices will be used at the sole direction of the general
contractor,  and are for additions and deletions to the Subcontract Scope. These
prices are  inclusive of all labor,  materials,  waste,  transportation,  tools,
equipment,  overhead,  administrative  costs and profit.  The unit prices are in
effect for the life of the project.
<TABLE>
<CAPTION>

<S>                                            <C>             <C>                        <C>
DESCRIPTION:                                   UNIT            ADDITION                   DELETION

      Structural Steel:
          A36 & Assemblies                     S/LBS           1.20/lb                     .90/lb
          ASO & Assemblies                     S/LBS           1.40/lb                    1.15/lb

      Metal Deck:
          20 gague, 2" & Shear Studs           S/SF              4.00/sf                  3.00/lb
          Shear Studs                          S/EA              4.00/ea                  3.00/lb
</TABLE>

Labor Units:

The  following  labor  rates are listed by craft and  classification  and are to
include base wages,  benefits,  taxes,  insurance,  payroll costs,  overhead and
profit.

Craft                   Classification       Straight Time 
                                             Hourly Rate    Overtime Hourly Rate
Operator 15             Oiler                $85/hr
                        
                    

Operator 14            Journeyman            $105/hr
Local 40               Foreman               $110/hr
                       journeyman            $108/hr
                       Apprentice            $100/hr
                       Welder                $123/hr


<PAGE>
PERMANENT MISSION
TO THE REPUBLIC OF KOREA
335-337 E. 45th STREET
NEW YORK, NEW YORK
                                    RIDER 'A'
                    #05100 STRUCTURAL STEEL & METAL DECK WORK
<TABLE>
<CAPTION>

Craft                   Classification
Straight Time                                                   Overtime
                                                                Hourly Rate             Hourly Rate
<S>                                                              <C>   
Drafts Person                                                    $60/hr
Crane                                                            $200/hr

</TABLE>


                              - END OF RIDER "A" -


<PAGE>
PERMANENT MISSION 
TO THE REPUBLIC OF KOREA
335-337 E. 45th STREET 
NEW YORK. NEW YORK


                                    RIDER 'B'
                             INSURANCE REQUIREMENTS

The  subcontractor  will be required to execute H&H  standard  subcontract  from
which is available for review in H&H main and job site offices which  contains a
Broad Form Hold Harmless Clause. The Subcontract Form requires the Subcontractor
to carry the following insurances.

     a.Worker's  compensation insurance as required by State Law for all persons
employed in connection with the construction.

     b.Contractor S Public Liability Insurance including  Contractual  Liability
Insurance  against the liability assumed in the Broad Form Hold Harmless Clause.
including the Contractor S Protective  Liability  Insurance if the subcontractor
sublets to another  all or any  portion of the work with the  following  minimum
limits:

Comprehensive General Liability
 a. Bodily Injury                            $2.000.000 Per Accident
 b. Property Damage                          $1,000.000 Per Accident

     c.Automobile  Liability  Insurance covering all owned and hired automobiles
used in connection with the work with die following limits:

     a. Bodily;  Injury and  Property  Damage  

(Combined  Single  Limit)          $3.000.000 Per Accident
Excess (Umbrella) Liability        $5.000.000 Per Accident

     d.  Each  policy of  Required  Subcontractor  Insurance  shall  contain  an
agreement by the insurer that such policy shall not be concealed or amended.  or
any coverage reduced.  without at least thirty (~0) days prior written notice by
registered  mail to H&H/: and endorsement  designating  Humphreys & Harding Inc.
The  Republic of Korea Pei Cobb Freed & Partners.  The Pyne  Company.  Leslie E.
Robertson Associates. and Jaros Baum & Boiles as additional insured.



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<PAGE>
Permanent Mission of The
Republic of Korea
335-337E. 45th Street
New York. New York 

                                   RIDER "E"

                      KOREAN MISSION TO THE UNITED NATIONS

1.  GENERAL REOUREMFNTS:

     a. These  Special  Provisions  are in addition to the  Requirements  of the
General  Conditions of the  Construction  Contract between The Republic of Korea
(ROK)  and  Humphreys  &  Harding,  Inc.  (General   Contractor).   In  case  of
contradictions these Special Provisions shall govern,  except where specifically
noted otherwise.

     b. ft is the  Subcontractor's  responsibility  to  submit  and keep two (2)
copies  of  Certificates  of  Insurance  with  General   Contractor   Accounting
Department.  Work  cannot  start until  Insurance  Certificates  are  submitted,
reviewed and approved.

     c. Each Subcontractor  shall be prepared to provide Insurance in accordance
with the requirements of Rider "B" of the Subcontract Agreement.

     d. No payment will be made to the  Subcontractor  after the expiration date
noted on the latest submitted Insurance Certificate.

     e. The Subcontractor,  and? any lower tiered  Subcontractors,  warrant that
prior to the submission of their Lump Sum Proposal. a visit to the site has been
performed for the purpose of fully understanding and accepting all conditions in
and around the construction site.

     f.  Subcontractor  agrees that this  Project  Site is located in an area of
high traffic  congestion;  and Subcontractor shall endeavor to schedule the work
so as to minimize  disruption  of traffic and not to incur delays to the project
schedule by reason of traffic.

     g. Subcontractor  agrees to abide by all terms and conditions  described in
the ROK contract with General  Contractor.  A copy will be made  available  upon
reasonable  notice for  review at  General  Contractor's  office  during  normal
working hours.

      2. STORAGE OF MATERIALS:

     Subcontractor  is hereby  notified that  facilities  for storage may not be
available at the job site. It is the  responsibility  of this  Subcontractor  to
make whatever arrangements may be necessary for storage offsite to insure proper
supply of materials to the job to meet


<PAGE>
Permanent Mission of The
Republic of Korea
335-337 E. 45th Street
New York. New York 

                                   RIDER "E"

     d. Temporary toilet facilities for work persons.

     e.  Subcontractors  may be  responsible  for  providing  hoisting for their
materials.   Hoisting  is  to  be  performed   during  normal   working   hours.
Subcontractors  who deliver material on off hours or on weekends / holidays will
be responsible for all required stand-by trades and costs.

     f.  Excluding  only tests and  testing  performed  by a Testing  Engineer /
Laboratory in the employ of the (Owner, & General  Contractor) the Subcontractor
shall be responsible for the execution of all tests and testing  required by the
Specifications  and by all Governmental  Authorities  having  jurisdiction,  and
shall  pay the costs of all such  tests and  testing.  The  Subcontractor  shall
submit certified results of the tests to General  Contractor for the Architect's
approval. If directed in writing by General Contractor.  the Subcontractor shall
provide  additional tests and testing,  performed by approved  personnel working
under the direction and supervision of General Contractor.  The additional tests
and  testing  would  be for the  purpose  of  establishing  compliance  with the
Contract;  and should proper  compliance be established,  the direct charges for
the additional test and testing will be paid by the owner. Should non-compliance
with the contract be established,  the  Subcontractor  shall pay for all charges
and costs,  direct or indirect,  incurred by reason of correcting  the work. Any
repeat tests required because of the test result showing material not to conform
to specifications shall be paid for by the Subcontractor.

     g.  Subcontractor  and their  work  persons  will not be allowed to use the
telephones at the General Contractor's field office.

     h.  Removal  of  rubbish  from  the  site  will  be  performed  by  General
Contractor.  Subcontractors  will be  responsible  to place all their debris and
rubbish into the  containers  provided by General  Contractor  on a daily basis.
Failure by the  Subcontractor  to adhere to this  provision  will be grounds for
General Contractor to back charge their account to perform this service.

     i.  General  Contractor  will  provide  the main axis lines and bench marks
around the site.  The  Subcontractor  shall layout its own work from these lines
and bench  marks and shall be  responsible  for damage or loss due to  incorrect
layout or  performance  of its work.  Final  layouts to be  approved  by General
Contractor.


<PAGE>
Permanent Mission of The
Republic of Korea
335-337 F. 45th Street
New York. New York

                                   RIDER "E"

     progress  schedule  requirements.  All job site storage locations must have
prior  approval  of  General  Contractor  The  Subcontractor  is not  guaranteed
continued use of such storage locations. Upon request by General Contractor, the
Subcontractor  will relocate at his/her own expense,  the material and equipment
as required for building and site work  requirements  and progress.  Payment for
all stored  materials  will be subject to General  Contractor  requirements  and
prior approval.

     b. The storage of materials and apparatus, on site, shall be permitted only
to the extent  approved by General  Contractor.  If materials  and  apparatus so
stored, obstruct the progress of any portion of the work. they shall be moved by
the Subcontractor without reimbursement of cost, from place to place or from the
premises,  as General  Contractor  may direct.  The cost of  off-site  storage I
staging areas and storage  facilities for bulk materials and large quantities of
materials, if necessary, shall be included in the subcontractor's price.

3.  SERVICES PROVIDED BY GENERAL CONTRACTOR:

     General  Contractor will provide the following services at the job site (as
progress of the  building  and site  allows)  for the benefit of  Subcontractors
without cost to them, except as may be otherwise stated oi

     a. Watch person  services may be provided.  General  Contractor will not be
responsible  for loss on the account of their or  otherwise,  of the property of
any Subcontractor or their employees,  including  construction materials not yet
accepted by the Owner I General Contractor.

     b. Water for construction  purposes is available.  Any special requirements
for water shall be borne by the Subcontractor.

     c. Electric current for normal construction purposes from 8:00 A.M. to 3:30
P.M.,  Monday  through  Friday,   consisting  of  120/208  volts,   three-phase,
four-wire,  60  Hz.  A.C.  will  be  available  on  site  according  to  General
Contractor's  Specifications  for Temporary Light and Power. All costs resulting
from  connections  to  this  power  source  will be by the  Subcontractor.  Each
Subcontractor   will  provide   information   for  shanty   requirements.   Each
Subcontractor  will be required to pay for any extension of Temporary  Light and
Power beyond General Contractor's  Specifications,  that may be required for its
work.


<PAGE>
Permanent Mission of The
Republic of Korea
335-337E. 45th Street
New York. New York
 
                                      RIDER "E"

         j. The Subcontractor shall, at all times during the course of the work.
         cooperate with General Contractor in carrying out General  Contractor's
         programs for pest and vermin  control and  cleanliness  of the building
         and site. The  Subcontractor  and its  Subcontractor's  will only store
         gasoline  and other  flammable  liquids in and  dispense  the same from
         Underwriter  Laboratories'  listed safety containers and in conformance
         with the  recommendations  of the National Board of Fire  Underwriters.
         Tarpaulins  utilized  by the  Subcontractor  or its  Sub-Subcontractors
         shall have the  Underwriters  Laboratories'  approval  and shall comply
         with Federal Specifications CCC-D-746. The Subcontractor shall properly
         secure and maintain the  securing of all of its  tarpaulins  during the
         course of the project and especially prior to and during sever weather.

4.  REOUTREMENTS OF SUBCONTRACTORS:

     b. Subcontractor shall designate one or more senior persons.  who have full
authority,  individually to act for Subcontractor  under and with respect to the
Contract.  The acts of each such  representative  shall be fully  binding to the
Subcontractor.   The   Subcontractor   may  change  it's   designation   of  any
representative  by five (5) days prior written  notice to General  Contractor by
Certified Mail, all prior acts of such authorized  representatives  shall remain
binding upon the Subcontractor.

     c.  Subcontractor  shall enforce  strict  discipline  and good order at all
times among the Subcontractor's employees.

     d. Before  starting the work,  Subcontractor  shall  designate  one or more
employees  as the  Subcontractor's  Superintendent,  who shall be present on the
Project Site with any necessary  assistance,  when  Subcontractor  is performing
work.  Subcontractors  Superintendent shall be a senior and responsible employee
of the  Subcontractor,  who is qualified  for such  assignment.  Upon request by
General  Contractor,  Subcontractor  shall  replace  this  individual  if  it is
determined,  in  General  Contractor  opinion,  that  the  supervision  level is
inadequate to properly perform the work.

     e.  Locations of  Subcontractor's  items of plant and tools such as hoists,
mixers, cutters, etc., must be approved by General Contractor Superintendent.

     f. When temporary utilities have been installed,  any Subcontractor working
before  the hours of 7:30 A.M.  and after 4:30 P.M.,  on a normal  working  day,
Monday through Friday,


<PAGE>
Permanent Mission of The
Republic of Korea
335-3'~7 E. 45th Street
New York, New York

                                   RIDER "E"


     shall  note  that he must  bear  the  added  cost.  if any,  for  providing
temporary  light and power,  or other  temporary  services  outside  these hours
unless  such  overtime is being  worked at the  request of General  Contractor's
Superintendent. Subcontractor must notify General Contractor's Superintendent by
12:00 P.M. of any date work is to be performed on an overtime basis.

     g.  Subcontractors  shall pay for cost of installation of temporary lights,
power, heat and telephone for their user at their changing area.

     h.  Subcontractors  shall  provide the  scaffolding  and related  equipment
required in connection with their own work.

     i. Subcontractor shall protect from damage and be responsible for their own
work until accepted in accordance with the terms of the Contract.

     j.  Subcontractors  are  expected  to  perform  out-of-sequence  work.  The
terminology  "out of sequence  work"  shall also  include  "comeback  work" made
necessary by removal of plant,  temporary wiring,  piping or hoisting guy, etc.,
which are not removed until the building I site is substantially  complete.  and
shall also include a normal and reasonable amount of "comeback" to complete work
in each area I floor.  Subcontractors shall include in their proposals. the cost
of this work.

     k. In addition to standards of governing agencies mentioned in the Contract
Documents,  it  should  be noted  that the  Local  Building  Inspector  also has
jurisdiction.

     1.  Subcontractor  shall include all cutting required by trade jurisdiction
in  connection  with their work, or caused by omission or negligence on the part
of the  Subcontractor.  Patching  will be performed by others but charged to the
Subcontractor in cases of omission or negligence on their part.

     m.  Subcontractor  shall be responsible for correction of any damage to the
work of preceding trades during the performance of their work.

     n.  Subcontractor  will,  within  fifteen  (15) working days after award of
subcontract,  prepare and submit to General  Contractor an  acceptable  detailed
schedule in an approved


<PAGE>
Permanent Mission of The
Republic of Korea
335-337E. 45th Street
New York, New York

                                   RIDER "E"

     formar  (suretrak)  outlining phases of the work.  clearly stating critical
dates.  manpower   requirements,   shop  drawing  schedule,   long  lead  items,
fabrication  dates,  delivery  and  testing  schedule  and  schedule  of values.
Schedules are to be updated,  formatted,  or supplemented as required by General
Contractor.  No progress payment will be issued to the  Subcontractor  until all
conditions stated above are satisfactorily met as judged by General Contractor

     0. The Subcontractor  shall also be responsible for final cleaning of their
work. This shall include removal of marks,  stains,  fingerprints,  dirt, paint.
etc.'  regardless  of  origin.  The  finished  product  shall be  cleaned to the
complete  satisfaction  of General  Contractor  and the  Architect  before final
approval is requested and granted.

     p. There are no provisions for on-site parking.

     q. Each Subcontractor shall have responsible representation at coordination
meetings  held in  General  Contractor's  offices,  when  scheduled  by  General
Contractor.  This  responsible  representation  will  include the  authority  by
Subcontractor  management to respond to all matters  pertaining to the agreement
with General Contractor to include labor, engineering, purchasing and expediting
requirements.  These  meetings  will be held as often as required to arrange for
satisfactory  coordination  of all  building and site trades so as not to impede
job progress.  Subcontractors  falling to abide by the provisions  shall be held
responsible  for any  delays  and / or  expenses  incurred  due to  coordination
difficulties in I with their trades.

     r.  Subcontractor  may review the  General  Conditions  of the  Contract of
Construction.  The Plans and  Specifications  covering the work of other trades,
shall be the responsibility of this Subcontractor for coordination of their work
with others.

     s. Subcontractor shall submit shop drawings, prints, reproducibles, catalog
cuts, brochures,  samples, etc., in the following quantities: 1. Shop Drawings -
3 sepia + 5 prints. (Architectural & Structural) 2 sepias + 6 prints (Electrical
& Mechanical) 2. Catalog cuts & Brochures - 9 copies  (Architectural)  11 copies
(Electrical & Mechanical) 3. Samples -4 Samples are required.

     t. When  materials are specified to be furnished by others or furnished and
delivered only, it


<PAGE>
Permanent Mission of The
Republic of Korea
335-337E. 45th Street
New York. New York

                                   RIDER "E"

     shall be understood  that such  materials are to be furnished and delivered
F.O.B.  site, and the receiving,  unloading,  handling and other work thereafter
will be furnished by each Subcontractor  installing the materials as part of his
Contract Scope.

     u. Should,  in the opinion of General  Contractor,  it become necessary for
General Contractor to supplement the Subcontractors  expediting efforts in order
to maintain job progress. then all costs incurred by General Contractor for this
effort  will be back  charged to the  Subcontractor  as General  Contractor  may
elect.

     v. By 9:30 A.M. of each working day,  Subcontractor  must submit to General
Contractor Project  Superintendent the following  information:  

     1. The  number of  persons  working at the site,  broken  down to  indicate
classification, i.e., forepersons. journey persons, apprentices, etc., including
second tier Subcontractors, and a count of minorities and female employees.

     2. Brief description of the work and where it is being performed, including
quantities of materials to be placed i.e., yards of concrete poured, tonnage and
number of pieces of steel in place, list ofmajor equipment, etc.

     w. Access to the site will be via  existing New York City streets and gates
per General Contractor Site Logistic Plan.

     x. In the event that the Subcontractor shall introduce upon the project any
equipment.  tools,  plant, labor, or services in connection with the work, which
when added to the equipment  tools,  plant labor and services  employed upon the
project  by other &  subcontractors  will,  pursuant  to the  provisions  of any
applicable code, ordinance, regulation, or agreement, necessitate the employment
of additional labor,  services,  or equipment on the project, the Subcontractors
shall be  responsible  for any  payments for their pro rata share of the cost of
such additional labor, services and equipment.

     y. The Subcontractor is solely  responsible for determining and supervising
all temporary and permanent erection and construction  sequences.  techniques or
methods  required  for  its  work  and for  preventing  the  overloading  of any
temporary or permanent members or areas of the project.  The Subcontractor shall
take positive  action to ensure the discharge of these  responsibilities  and to
ensure the safety of all persons and the safe  performance of its work,  subject
to the concurrence of Construction Manager.


<PAGE>
Permanent Mission of The
Republic of Korea
335-337 E. 45th Street
New York, New York

                                   RIDER "E"


     that such policy shall not be canceled or amended. or any coverage reduced,
without at least thirty (30) days prior  'written  notice by registered  mail to
General Contractor and endorsement  designating ROK,  Humphreys & Harding,  Inc.
Pei, Cobb Freed & Partners.

8.  CHANGES TO THE CONTRACT:

     a. No  overhead or profit will be allowed on premium  time  authorized,  to
perform contract work.

     b. Allowable charges for changes.

     For each Subcontractor  involved with work performed by his own forces: 10%
overhead  and 5%  profit  of the  cost of his  work,  plus 15% for  second  tier
Subcontractors.  In no case shall the  applicable  percentage  for  overhead and
profit for all tiers of  subcontractors  exceed 16% Overhead  shall  include the
following:

     1. Supervision and superintendents. Not forepersons)

     2. Timekeeper wages.

     3. Clerical work.

     4. Small tolls.

     5. Incidentals general office and plant expense.

     All changes in the work shall be submitted in the following manner.  Change
Order Requests failing to comply with this form will be returned for correction.

     a. Materials FOB Job Site (Itemized Breakdown)    $

     b. *Rent of Equipment (List Separately)           $

     c. Labor (Itemized Breakdown)                     $

     d. Second tier Work (if applicable, same 
     breakdown as shown above) with 15%
     Overhead & Profit                                 $

     e. **Overhead & Profit - 15% for items 
          (a) + (b) + ( c)                             $


<PAGE>
Permanent Mission of The
Republic of Korea
335-337 E. 45th Street
New York, New York 

                                    RIDER "E"

     f. 5% for item (d)                                $

     g. Payment & Performance Bond ('f Applicable)     $
          
     TOTAL                                             $

      *  Rates not in excess of those prevailing in area.

      * *If  deductive  changes.  this figure to be 10% when both  additions and
      deductions  are  involved in any one  change,  the  allowance  for general
      condition  items and fee shall be figured on the basis of net increase and
      decrease if any.

     General Contractor will issue to the Subcontractor one (1) set of prints of
the Contract Drawings and Specifications at the start of its Subcontract and the
same of any revised  drawings during the performance of his contract,  which may
affect the scope of their Subcontract work.  Subcontractors shall be responsible
for cost of  reproducing  additional  prints for their own use their  supplier's
use.

     c.  Requests for Change  orders are to be submitted in duplicate to General
Contractor.  Each shall state which Change Order Request number is being quoted.
Change Order Requests.  when issued,  are to be estimated and the quote returned
to General  Contractor  within  (10) days of  receipt.  Any  extensions  of time
required  must be so noted.  If no written  response  from the  Subcontractor  I
Vendor is  received  within the ten (10) day  period,  General  Contractor  will
require that the work be performed at a cost established by General Contractor.

9.  MONTHLY INVOICE:

         a. The formal  Subcontractor  I Vendor  invoice  shall be  submitted to
         General  Contractor  no later that the 13th and 25th of each month with
         the value of the work projected through the end of that month.

         b. The General  Contractor's  formal Bi-  monthly  invoice to the owner
         shall be  submitted  no later  than the 5th day of each  month with the
         value  of the  work  projected  for the  period  in  question.  General
         Contractor is to receive payment from the Owner the following month and
         will expeditiously make payments to the Subcontractor.


<PAGE>
Permanent Mission of The
Republic of Korea
335-337E. 45th Street
New York, New York

RIDER "E"

     c.   General   Contractor's   Affidavit   and  Release  of  Lien  from  the
Subcontractor  will be required on a monthly basis,  and will be required at all
retention reduction and final payment requests.

     d.  Retainage  will be held  pursuant  per  General  Contractor's  standard
Subcontract terms.


10. SAFETY & PROTECTION:

     a. The  Subcontractor  shall provide for protecting the lives and health of
employees and other persons; preventing damage to property,  material, supplies,
and  equipment;  and  avoiding  work  interruptions.   For  these  purposes  the
Subcontractor shall provide

     General Contractor the following:

     1. Written site specific Safety Program.

     2. Written  Hazardous  Material  Communication  Program and Material Safety
Data Sheets

     2. Provide appropriate safety barricades, signs and signal lights.

     3. Comply with standard issued by Federal, State, and local authorities.

     4. Ensure that any additional  measures that General Contractor  determines
to be reasonably necessary for this purpose shall be taken.

     b. General  Contractor  will hold safety meetings on a scheduled basis each
month with on site  personnel  from each trade  performing  work on the site. At
least one (1) representative (foreperson level or above) from each Subcontractor
must be  present.  Each  Subcontractor  will be  required  to  review  with  its
employees all items  discussed.  In addition,  General  Contractors  Site Safety
Coordinator  will hold regular  meetings with individual  forepersons,  and shop
stewards. All supervisory personnel shall be continually on the alert for safety
hazards and report these and all  accidents  and injuries to General  Contractor
immediately.  Accident reports shall be submitted to General  Contractors  field
office the same day of the accident.

     c. Fire Protection - The Subcontractor shall conform to all applicable fire
regulations.

     d. Any costs to General Contractor for Federal,  State or Local fines and I
or penalties resulting from  Subcontractor's  operations will be back charged to
their account


<PAGE>
Permanent Mission of The
Republic of Korea
335-337 E. 45th Street
New York, New York

                                   RIDER "E"

     e. All safety equipment or weather  protective gear required to perform the
work of the Subcontractor is to be supplied by the Subcontractor.

     f. All flag persons required for deliveries to the site are to be furnished
by the subcontractor.

     g. The Subcontractor shall ascertain exact locations of utilities, shown on
the Contract  Drawings,  that may be affected by its work on this  project.  and
shall also be responsible  for any damage or injury that may result from working
on or near these utilities.

     h. If the  Subcontractor  encounters  utilities  that are not  shown on the
Contract  Drawings,  the  Subcontractor  shall protect such utilities and notify
General  Contractor,  and shall  take  such  action as  reasonably  required  to
minimize  the  damage  and  shall  promptly  restore  the  system  to  operating
condition.

     i. All  Subcontractors  are  responsible to replace any protection  removed
during  the  course of their  work.  Any cost to repair  or  replace  protection
removed  by  the  Subcontractor  will  be  borne  by  the  Subcontractor  deemed
responsible in the opinion of General Contractor.

     11.MAINTENANCE REOUIREMENTS:

     a. The  Subcontractor  shall orient and instruct the maintenance  personnel
designated by General Contractor in the operation of all equipment.

     b. The  Subcontractor  shall furnish  General  Contractor with two complete
sets of neatly bound folders,  containing  the connection and control  diagrams,
opting and maintenance  instructions,  cuts of all architectural,  mechanic cal,
electrical,  etc..  as  installed,  including  catalogs or parts listed from the
prime manufacturer, and not based on local dealers stock number systems.

     c. The Subcontractor shall provide maintenance instructions, etc.. prior to
ROK occupancy of the site and building(s).

     12.ENGINEERING:  

     a. Upon award of a Subcontract,  General Contractor will supply one (1) set
of  Sepias  and one  (1) set of  specifications  to the  Subcontractor.  If more
drawings,  sepias or  specifications  are needed,  they can be obtained from the
printer at the expense of the Subcontractor.


<PAGE>
Permanent Mission of The
Republic of Korea
335-337 E. 45th Street
New York, New York
        
                                    RIDER "E"

     b.  Within  fifteen  (15)  working  days after  award of  Subcontract.  the
Subcontractor shall submit to General Contractor, a schedule indicating the time
frame when shop  drawings,  catalog  cuts and samples are to be  submitted.  The
schedule  shall  include  sufficient  detail to indicate the number of each.  No
progress payment will be made until satisfactory schedule is submitted.

     c. Shop Drawing, Sample and Manufacturers Literature.  etc. quantities, see
article 4, Subparagraph r

     d. All  Submittals  shall be  accompanied  by a  transmittal  form properly
filled out.  listing  each item as well as the  listing of any ASTM,  Federal or
other standard reference  specified or applicable and such information as may be
required by the specifications for the materials being submitted. Any deviations
from the contract requirements shall be so stated on the transmittal form.

     e. Upon review of the  submittals  by the  Architect I Engineer  one (1) of
each item,  print,  sample,  etc.) will be  returned  to the  Subcontractor  for
action. If an architectural Subcontractor desires to receive a sepia in addition
to the print  mentioned  above,  an  additional  sepia should be included in the
submission.

     f. Shop  drawings  shall show in detail.  external  connections,  adjoining
attachments,  adjoining  materials,  mechanical I electrical  characteristics as
appropriate, conforming to the requirements of the specification section(s). Any
proposed variation I substitution I deviation from the specified and I or design
information must be approved by General Contractor prior to submission and shall
be clearly  marked on each  submission  and its  accompanying  transmittal.  All
equipment  requiring  electrical  wiring shall include a specific wiring diagram
for that equipment indicating point-to-point connections, even if schematic.

     g. The products and materials of manufacturers  referred to in the Contract
Drawings and  Specifications  are intended to establish  the standard of quality
and design required by the Architect.  Unless  specifically  approved by General
Contractor and Architect,  there will be no  substitutions  entertained  for the
products of' material specified within the design documents.

     h. The  Subcontractor  shall submit one (1) sepia and two (2) blueprints of
all As-Built drawings. The drawings shall be clearly marked "As-Built".


<PAGE>
Permanent Mission of The
Republic of Korea
335-337 E. 45th Street
New York, New York

                                    RIDER "E"

     e. All shop and field labor including  supervision  and engineering  layout
costs.
      
     f. All temporary utilities required, including safety precautions.

     g. All costs of standby trades during or beyond normal working hours.

     h. All transportation,  freight, insurance, taxes (if applicable), overhead
and profit.

<PAGE>