ARTICLE 1

                             THE CONTRACT DOCUNTENTS


1.1  


     The following  documents shall constitute  integral parts of this Agreement
(this  "Agreement"),  the whole collectively to be known and referred to as "the
Contract":

(a) This document;

(b) The Contract Documents including the following:


Exhibit "A" Bid Proposal and Form, including the General Conditions and
        Requirements

Exhibit "B" Bid Modifications, including the Project General Conditions and
        Requirements

Exhibit "C" List of applicable Contract Drawings. Plans and Specifications

Exhibit "D" Schedule of Values

Exhibit "E" Unit Price Schedule

Exhibit "F" Job Schedule (actual)

Exhibit "G" General Terms of Insurance and Certificate of Insurance (actual)

Exhibit "H" "How to Get Paid" memo

Exhibit "I" W-9 Tax Identification Number Form

Exhibit "J" Cost Break Down by Trades Schedule [lender optional]

Exhibit "K" Assignment of Project Documents [lender optional]

Exhibit "L" Contractor's Consent Form [lender optional]

Exhibit "M" Tax Exempt Certificate [if applicable]


<PAGE>
Exhibit 'N" Construction Payment Request Form

Exhibit "0" The Commitment Memorandum

Exhibit "P" Scope of Work-Form

Exhibit "Q" The Precontract Memorandum

Exhibit "R" Notice to Proceed

     (c) All Addenda;

     (d) All Supplementary Agreements to the Contract.

     (e)Civil and Architectural Drawings, Plans and Specifications issued by the
Architect dated May22, 1996, per Exhibit C

     (f) Structural  Drawings,  Plans and Specifications  dated June 5, 1996 per
Exhibit C


     Any discrepancy or claimed ambiguity between or among the substantive terms
of this document and any other  Contract  Document shall be controlled by giving
priority to such documents in the following  order, the first having the highest
priority:

     (a) This Document;

     (b) The Commitment Memorandum (Exhibit 0)

     (c) The General Conditions and Requirements; and

     (d) The Specifications and Drawings.


<PAGE>
PRIME CONTRACT BETWEEN  EKLECCO AND CONTRACTOR



                                 CONTRACT#PC-38

     This  AGREEMENT is (illegible)  effective as of the 17th day of June.  1996
(the "Effective Date"), between (the "Contractor") and the Owner ("EklecCo").

The Project is:                    Palisades Center

Scope of Work:                     Erection of Structural Steel

The Contractor is:                 US Bridge of New York, Inc.
                                   53-09 97th Place
                                   Corona, NY 11368
                                   Phone (718) 699-0100
                                   Fax   (718) 760-5696

Contractor's Authorized Agent:     Ronald or Joseph Polito

Contract's Authorized Attorney:

EklecCo's Authorized Agent:        Thomas J. Valenti, ("Agent")

EklecCo's Authorized Attorney:     Eric Alderman Associates, LLP
                                   4 Clinton Square, Suite 101
                                   Syracuse NY 13202
                                   (315) 422-6666 Telephone
                                   (315) 422-5050 Fax
     
The Architect is:                  Dal Pos Architects
                                   4 Clinton Square
                                   Syracuse NY 13202
                                   (315) 422-0201

The Site Engineer is:              O'Brien & Gere Engineers
                                   500 Brittonfield Parkway
                                   East Syracuse NY 13057
                                   (315) 437-1600

The Mechanical Engineer is:        Robson & Woese Inc.
                                   5895 Enterprise Parkway
                                   East Syracuse NY 13057
                                   (315) 445-2650

Structural Engineer is:            Thorson Baker & Associates
                                   8979 Brecksville Road
                                   Brecksville OH 44141
                                   (216) 546-9720

EklecCo and Contractor agree as set forth in the following pages.





<PAGE>
                                    ARTICLE 2

                        THE WORK; TERMINATION OF THE WORK


2.1

     In  consideration  of the  payments  to be made by EklecCo as  provided  in
Article 6 below. Contractor agrees, at its own sole cost and expense, to furnish
and perform,  without exception,  all the labor,  services and management and to
furnish and install all the materials, plant and equipment necessary to complete
in good,  substantial,  workmanlike,  warranted  and  approved  manner the Work,
described by the Contract  Documents,  as well as all other work  incidental  or
related thereto reasonably necessary for a complete and acceptable Scope of Work
for this Project (the "Work") within the time  specified and in accordance  with
the terms, conditions and provisions of the Contract:

     Contractor  has  been  informed  by  EklecCo  and  acknowledges  that it is
Contractor's  sole  and  independent  responsibility  to  obtain  all  necessary
information and documents to bid the Contract.  Contractor has satisfied itself,
without limitation,  that to submit a complete,  knowing, binding, LUMP SUM BID,
its bid has been based on all  inquiry  and  documents  it deems  necessary  and
appropriate,  and it will in all  respects  comply in its Work  with all  local,
town,  county,  state  and  federal  health,  environmental,  zoning,  building,
plumbing,  electrical,  sanitary,  safety  or other  codes,  ordinances,  rules,
regulations,  laws or  requirements,  and that without  exception or  condition,
Contractor shall be bound by the LUN~ SUNI CONTRACT PRICE (Article 6), except as
specifically  set forth in the Contract or a Supplementary  Agreement.  However,
nothing in this section 2.1 shall impose on Contractor responsibilities relating
to obtaining Site Plan approval.


2.2

     The Work including and without  limitation is that included in Bid Proposal
and Form and Contract Requirements, the General Conditions and Requirements, the
Contract and Exhibit "P"

2.2.1. 

     Contractor   shall  perform  its  Work  to  the  satisfaction  of  EklecCo.
Contractor shall abide by all orders,  directions and requirements of EklecCo or
EklecCo's  Agent.  EklecCo or Agent shall be entitled to: interpret the Contract
and any Supplementary  Agreement:  will, in its commercial  reasonable judgment,
decide all  questions in connection  with the Work;  and may  reasonably  modify
portions of the Work and the  Specifications  to meet  unforeseen  conditions or
circumstances   arising  during  the  course  of  the  Work.   EklecCo,  in  its
commercially  reasonable judgment,  will determine the quality and acceptability
of all parts of the Contractor's Work.


<PAGE>
     (a) Contractor  warrants that all Work, phasing and timing of Work, and all
materials,  equipment and appliances are to be as specified in the Contract, and
all Work is warranted and  guaranteed  to be performed in a workmanlike  manner,
acceptable to EklecCo. EklecCo and its agents, architects and engineers shall be
the judge of the quality and  acceptability  of materials and all aspects of the
Work.

     (b) EklecCo or Agent may from time to time issue additional instructions to
Contractor  as may be  necessary  to  amplify,  augment,  modify or clarify  the
Contract or the Contract  Documents.  These  instructions  may be in the form of
drawings, specifications,  interpretations and orders, and will be in connection
with a  Supplementary  Agreement,  unless  in  connection  with a  Supplementary
Agreement,  such  additional  instructions  shall not be at  additional  cost to
EklecCo.

     (c) The  issuance  by  EklecCo of any  payment  for any Work prior to Final
Completion,  or prior to Final Acceptance and Final Payment by Lender, or, where
applicable,  Tenant,  shall not preclude  EklecCo,  Agent,  Lender or Tenant, as
applicable,   from  questioning  the  acceptability,   quality  or  validity  of
Contractor's  Work,  and shall not  constitute  a bar or waiver of any rights or
require payment therefor,  where it appears to EklecCo Agent,  Lender or Tenant,
as  applicable,  that  the  Work  or  materials  are  inadequate,  defective  or
insufficient in any manner.

2.2.2

     In the event the materials or Work are  unacceptable  prior to the time any
payment is due, upon receipt of written  notice from EklecCo.  Contractor  shall
have three (3) days to correct the defects at its own  expense,  and any payment
then due under the  Contract  shall  become due as part of the next  regular pay
request period or within 45 days of the completion  date of the  correction.  In
the event the defect  cannot be cured  within three (3) days,  Contractor  shall
nevertheless commence substantial work toward the cure within three (3) days and
provide EklecCo with a written schedule  thereafter for completion and prosecute
and complete all work  necessary to correct the defect(s) with all necessary and
possible speed and diligence.

2.2.3

     In the event that  defects in the  materials or Work are  discovered  after
paying Contractor any sum due, and within 365 days of the date of completion and
final acceptance of the Work, then, upon receipt of written notice from EklecCo.
Contractor  shall have ten (10) days to correct the defects at its own  expense.
If  Contractor   fails,  in  the  sole  judgment  of  EklecCo,   to  so  correct
satisfactorily,  within the time specified, EklecCo shall have the right to cure
the  defects,  and  Contractor  shall  reimburse  EklecCo  for any and all costs
incurred  therein,  as described in section 2.2.4 below. In the event the defect
cannot be cured within ten (10) days.  Contractor  shall  nevertheless  commence
substantial  work  toward  the cure  within ten (10) days and issue to EklecCo a
written  schedule for completion and thereafter  prosecute and complete all work
necessary to correct the defect(s)  with all  necessary  and possible  speed and
diligence.
<PAGE>

2.2.4

     If,  in the sole  judgment  of  EklecCo,  Contractor  at any time  fails to
satisfactorily  correct the defects  within the time  specified in section 2.2.3
above, EklecCo shall have, in addition to any right provided by law, each of the
following rights:

     (a) Correct the defects or cause another Contractor to correct the defects,
and deduct all of the costs  therefor from the amount owed  Contractor,  and, in
addition,  collect  from  Contractor  any cost of  correction  of the defects in
excess of the amount owed the Contractor,  including any premium associated with
a supplemental contract,

     (b)  Accept  the Work and issue a credit to EklecCo  for the  defective  or
deficient quality, against the Contract amount then or to become due, and

     (c) In the  event of  Contractor's  delay,  default  or  failure  timely to
correct a defect in the Work or materials, Contractor acknowledges there will be
unascertainable   costs   associated   with  the  delay  in  addition  to  other
ascertainable costs. If the Work is not satisfactorily performed within the time
specified  in the  Contract,  or within any time  extension  granted by EklecCo,
Contractor  shall pay to  EklecCo,  in order to  compensate  EklecCo  solely for
unascertainable costs caused by such delay, the sum of $1,000 per day as settled
and  liquidated  damages  for  such  portion  of  the  damages  caused  by  such
nonperformance.  Such  payment  shall be in  addition  to and in no event  shall
relieve  Contractor  from  liability  for those  damages  and costs which can be
ascertained and for any other direct and  consequential  damages  resulting from
any reasons other than delay, or as specified in the Contract.

2.3 

     Contractor  shall  protect  its  Work  until  Final  Completion  and  Final
Acceptance of the Work by EklecCo,  and Contractor shall make good or replace at
no expense to EklecCo any damage to its Work from whatever cause which may occur
prior to Final  Acceptance  by EklecCo,  except  Force  Majeure (see section 2.8
below) or as covered by applicable Builder's Risk Insurance.

2.3.1.

     The  issuance  by  EklecCo  of any  payment  for any  Work  prior  to Final
Completion,  or Final  Acceptance  and  Final  Payment  by  EklecCo,  or,  where
applicable,  Lender or Tenant,  shall not  preclude  EklecCo,  Agent,  Lender or
Tenant from questioning the  acceptability,  quality or validity of Contractor's
Work, and shall not constitute a bar or waiver of any rights, or require payment
therefor,  where it  appears  to  EklecCo,  Lender  or  Tenant  that the Work or
materials are inadequate, defective or insufficient m any manner


<PAGE>
2.4.1  

     Upon 72 hours  Notice to  Contractor,  and without  prejudice  to any other
rights or remedies  EklecCo may have by law or under the  Contract,  EklecCo may
terminate  Contractor's  right to proceed with its Work or a portion  thereof in
the event of any of the following:

     (a) If in EklecCo's commercially reasonable judgment, Contractor refuses or
fails to timely or adequately  supply a sufficiency of properly skilled workmen,
or  equipment,  or  materials  of the proper  quality,  or to perform any of its
obligations hereunder with sufficient diligence to insure completion of the Work
within the time specified: or

     (b) If  Contractor  shall fail to obey:  any local,  state or federal laws,
rules, regulations, permits, ordinances; or the directions from, through or as a
result of any quality control or other inspectors for the project; or reasonable
and  material  orders  from  EklecCo;  or fail to obtain  necessary  or required
licenses or  permits;  otherwise  substantially  violate  any  provision  of the
Contract; or

     (c) If Contractor becomes insolvent,  adjudicated  bankrupt or shall tile a
petition for voluntary  bankruptcy,  reorganization  or other relief pursuant to
Federal bankruptcy laws, or makes an assignment for the benefit of creditors. In
this regard,  Contractor  shall he required,  upon EklecCo's  request and at any
time,  to provide  EklecCo with  reasonable  documentation  as to its  financial
condition; or

     (d) If a receiver or liquidator shall be appointed for Contractor or any of
its  property  and shall not be  dismissed  within  twenty  (20) days after such
appointment, or the proceedings in connection therewith shall not be stayed upon
appeal within the said twenty (20) days: or

     (e) If EklecCo becomes dissatisfied for just cause with the manner in which
Contractor is prosecuting the Work; or

     (f)If Contractor's Work shows negligent acts or omissions or intentional or
reckless disregard for EklecCo's rights or the best interests of the Project; or

     (g) Upon  termination  of  EklecCo's  right to proceed for reasons  outside
EklecCo's  control,  a material  change in the  financial  circumstances  of the
Project after the commencement date of this Contract,  or as provided  elsewhere
in this Agreement.  

2.4.2 

     Upon Contractor's receipt of Notice of Termination of Contractor's right to
proceed with the Work,  EklecCo  shall be entitled to enter upon the Site and to
have the Work  completed  in such  manner as  EklecCo  in its sole and  absolute
discretion may determine.

<PAGE>
     Contractor  agrees to assign  and  deliver  to  EklecCo  all  material  and
material orders related to the Project.

2.4.3

     If EklecCo  terminates  Contractor's right to proceed with the Work for any
reason,  Contractor shall not be entitled to receive any further payment, except
as provided in section 2.4.4 below.

CONTRACTOR'S SURETY MUST BE NOTIFIED BY CONTRACTOR OF THE
FOLLOWING SECTION 2.4.4:

2.4.4  

     Upon terminating the Work or Contractor's  notice to proceed, if the unpaid
balance otherwise due and payable to Contractor  exceeds the costs of completing
the Work (the "Completion Costs") as provided in this section 2.4.4 , including,
without  limitation,  the  costs  of  additional  inspection,  architectural  or
engineering  services,  premiums on  supplemental  contracts,  an  allowance  of
eighteen percent (10%) for EklecCo's  supervision and overhead,  plus attorneys'
fees and costs and any  damage  for  delays,  such  excess  shall he paid to the
Contractor.  If the Completion  Costs exceed the unpaid balance,  the Contractor
and its  Surety  shall he liable to EklecCo  for the excess and shall  reimburse
EklecCo for such excess within twenty (20) days following  written  Notice.  For
the  purpose  of this  calculation,  in NO event  shall the unpaid  balance  due
Contractor at any time,  including upon a termination for ANY reason; (I) exceed
the quantum meruit value of the work performed by Contractor; (ii) be calculated
by  reference  to a contract  schedule of values;  or (iii)  exceed the Lump Sum
Contract Price,  when taken together with all of EklecCo's  Completion Costs for
the Work,  Upon  termination  of  Contractor's  right to proceed  for any reason
within  section  2.4.1 (g) of this  Agreement,  Contractor  shall be entitled to
reasonable  demobilization  costs,  but shall be entitled  to any lost  profits,
consequential  loss, lost opportunity  costs, or any other costs or damages of a
like or similar nature.

2.4.5

     As a condition of any payment or account reconciliation under this Article,
Contractor must provide all applicable  backup and executed Waiver of Lien Forms
in a form acceptable to EklecCo, from each of Contractor's  subcontractors,  and
their vendors and material suppliers.

2.5

     Contractor  agrees to cooperate  fully with  EklecCo,  and, as  applicable,
Lender and Tenant, and other contractors,  subcontractors, trades, utilities and
governmental authorities and agents in the faithful and timely completion of the
Project.  This section 2.5 shall be included in all Contracts between Contractor
and its  subcontractors,  and between  EklecCo and all other  contractors at the
Project.



<PAGE>
2.6    

     Contractor  agrees that it included in its Lump Sum Contract  Price for the
Work under the Contract ANY  potential  additional  work due to the fact that it
does not have an exclusive  Site for the Work,  that the Project may in whole or
in part be "fast tracked" or performed  under adverse  weather,  coordination or
site or  off-site  conditions.  Contractor  agrees  it will  make no  claim  for
additional  costs for those reasons or because of  interferences  of any trades,
other contractors,  utility work or similar  interferences,  or the necessity or
desirability  of  or  delays  occasioned  by  coordination   issues,   delay  in
deliveries,  by opening certain portions of the Project to traffic,  delivery of
materials,  installation  of utilities and roads,  or partial or full  occupancy
before the entire Work is completed.

2.7 

     Contractor  shall  cooperate  with other  contractors,  subcontractors  and
trades employed at the Project including in the cleanup of the Project site.

2.7.1

     Contractor  agrees that if it is awarded this Scope of Work,  it will meet,
as soon as practicable,  with all other contractors which will he on site during
the duration of  Contractor's  Work, and agrees to resolve all  inter-contractor
conflicts  and  coordination  problems.  EklecCo's  Agent shall be  available to
moderate such disputes  only after  contractors  have been unable to resolve any
such dispute without  Agent's  intervention  within a time deemed  reasonable by
Agent,  then the  Contractor  agrees that  EklecCo  shall have the  authority to
determine  the  resolution  of  the  dispute  and  effect  enforcement  of  such
resolution through all lawful means, including the imposition of Back Charges to
a Contract.

2.7.2

     Contractor will be solely  responsible for maintaining a clean working area
at all times and for properly  trucking all material off the job Site daily (see
Article 3,  section O of the  General  Conditions  and  Requirements).  For this
Project,  Contractor  is required  to utilize  Miehle  Sanitation  for all waste
hauling from the site.

2.8

     Contractor shall not be liable for, charged with or assessed any damages if
Contractor  is  delayed  in the  progress  of the Work by any act or  occurrence
beyond Contractor's reasonable control,  including,  but not limited to, any act
of God, or the public  enemy,  unforeseeable  acts of any  municipality,  local,
state or federal  agencies or other public  bodies or  governmental  agencies or
departments,  insurrection,  fire not of  Contractor's  cause,  restrictions  or
freight  embargoes  ("Force  Majeure").  In the event  Contractor  is delayed by
reason of any of the  foregoing,  then the time for completion of the Work shall
be extended for such reasonably  comparable period as to take into consideration
all such delays by a "no cost"  schedule  Change  Order.  Contractor  shall give
EklecCo  reasonably  prompt,  but in no event later than 72 hours Notice, of the
occurrence  of any such  delay and the  details  as to the  delay's  anticipated
duration and effect upon the completion date or adjusted completion date for the
Work,  failure to provide  such Notice  shall act as and  constitute a WAIVER by
Contractor of any claim for time extension  under this section 2.8. 
<PAGE>
2.9 

     It shall be part of  Contractor's  Work to  comply  with all  laws,  rules,
ordinances,  orders and directions as provided in this Contract,  and to provide
all  documentation   required  of  Contractor  by  this  Contract  or  otherwise
reasonably required by EklecCo pursuant to this Contract.

2.9.1

     As part of its Work,  and included in its Lump Sum Contract  Price provided
in Article below,  Contractor  shall keep all documents and backup,  perform all
reporting,  and make all payments of,  necessary for and in compliance with, all
state, local and federal laws and regulations  pertaining to wages and benefits,
including,  but not limited to any contractual  agreements affecting the Project
concerning  prevailing or other wages and benefits and any agreement(s) with one
or more trades pertaining to the Project.

2.10

     The Parties  acknowledge that EklecCo is responsible to provide  inspection
and testing services for the Project, and, as applicable,  for the Work, except,
in the event the Contractor fails to properly notify the Inspection  Services of
the need or timing for any testing,  or Contractor  fails to meet performance or
other Contract standards,  and/or Contractor is required to rectify unacceptable
Work which causes additional  Inspection  Services or expenses,  or delay in the
Work of another contractor or trade, Contractor shall he responsible and pay for
any and all additional Inspection, Testing and related fees and expenses.

                                    ARTICLE 3

                             COMPLETION OF THE WORK

3.1 

     TIME IS OF TIE ESSENCE OF THE CONTRACT.  Contractor  proceeds with the Work
at its own risk and expense unless the Work is commenced pursuant to a Notice to
Proceed. The Work to be performed under the Contract shall he commenced no later
than June 17, 1996 and  completed  no later than (See  Exhibit  "F')  subject to
authorized  modifications or extensions.  Contractor understands and agrees that
the completion date and duration,  not  commencement  date control  Contractor's
obligations as to the timing of the Work. Substantial and Final completion shall
he  determined  according to Article 8 of this  Agreement  and Article 6B of the
General Conditions and Requirements.


<PAGE>
                                    ARTICLE 4

                            MODIFICATIONS OF THE WORK


4.1

     Modification  of the Work shall be  pursuant to a written  Change  Order or
Settlement  Agreement  authorized  and  executed  by  Agent,  or  a  Backcharge,
collectively or  individually,  each hereafter  referred to as a  "Supplementary
Agreement".

4.2

     Any change, alteration,  adjustment or deviation (a "Modification") from or
of the  Contract  shall  be made  only  upon  written  Supplementary  Agreement,
approved  by  EklecCo,  and may,  therefore,  become an add,  deduct or equal no
change to the amount of the Work and/or the Lump Sum Contract  Price due, as set
forth in Article 6 of this Agreement.

4.2.1

     EklecCo may make  Modifications  in the Work as  provided  in the  Contract
Documents. The Contractor shall he reimbursed only for material Modifications in
the Work  resulting in a Change Order or  Settlement  Agreement,  then,  only as
authorized  by EklecCo,  in advance,  by an executed  Change Order or Settlement
Agreement,  and  then,  payment  shall be due only  after  the  subject  Work is
completed. Payment to Contractor on Change Orders shall be pursuant to Article 7
below.

4.2.2

     For Modifications  authorized by Change Order, the cost of the Change Order
shall be determined by EklecCo in its reasonable  commercially  judgment, in one
of the following ways:

     (a) Unit prices or hourly rates previously approved; or

     (b) An agreed lump sum price; or

     (c) A negotiated price set forth in a Change Order; or

     (d) Cost of Materials, Equipment and Labor plus a Fee.

4.2.3 

     The Contractor's Fee on any Change Order shall be:

     (a) For work performed by the  Contractor's  own forces (that is workers on
the Contractor's direct payroll): ten percent (10%).

     (b) For work performed by a Sub-contractor's forces: five percent (5%).
<PAGE>
4.3

     No  Modification  of the Work shall be effective  unless first  approved by
EklecCo or as required by the Construction  Lender unless it interferes with the
progress of the project.

4.4

     If  Contractor  fails to comply  with  section  2.10 or section 4~5 of this
Contract, then Contractor shall pay for all costs and expenses of the Inspection
and Testing service,  or other trade that is affected by Contractors  failure to
comply.  In the event  Contractor  disputes the  imposition  of any such cost or
exposure,  EklecCo  reserves  the right to resolve  such  dispute as provided in
section 2.7.1 of this Contract.

4.5

     Contractor  has been given one or more of a schedule to complete  its Scope
of Work.  which is annexed as Exhibit 'F" to this Contract,  outlining start and
completion  dates and duration  periods for each scope.  In any  circumstance in
which the start date of the schedule remains  unaffected,  Contractor shall have
no right to additional fees, costs or expenses  relating to schedule change.  In
the event of a schedule  change which effects the duration,  total hours on site
or end date of the schedule,  Contractor  may request a Change Order pursuant to
section 4.2.1 above, provided, that the change is due in whole or in part to the
acts, omissions, or conduct of another contractor or trade, and then, the remedy
for any such claim for additional  compensation  shall either be monetarily paid
for by the trade or other trade that is responsible for such delay, or will be a
change in the schedule at EklecCo's discretion.


                                    ARTICLE 5

               CONTRACTORS REPRESENTATIONS, WARRANTY AND GUARANTEE


5.1

     (a)  CONTRACTOR  REPRESENTS  AND  WARRANTS ITS WORK AS FREE FROM DEFECTS IN
MATERIALS AND  WORKMANSHIP  AND FIT FOR THE PURPOSES FOR WHICH IT IS INTENDED OR
FORESEEABLY MAY BE USED.  CONTRACTOR  GUARANTEES ALL OF ITS WORK AGAINST DEFECTS
IN MATERIALS OR WORKMANSHIP  FOR THE  RESPECTIVE  PERIODS STATED IN THE CONTRACT
DOCUMENTS,  BUT NOT LESS THAN A PERIOD OF TWELVE (12) MONTHS  FOLLOWING THE DATE
OF FINAL ACCEPTANCE OF SUCH WORK BY EKLECCO. CONTRACTOR SHALL EXECUTE A SEPARATE
WRITTEN GUARANTEE IF REQUESTED BY EKLECCO.

     (b) UNDER THE GUARANTEE OF THIS ARTICLE 5,  CONTRACTOR  SHALL MAKE GOOD, AT
ITS OWN  EXPENSE AND  WITHOUT  DELAY,  ANY DEFECTS OR FAILURE OF ANY PART OF THE
WORK DUE TO POOR OR FAULTY WORKMANSHIP,  MATERIALS, MANUFACTURE OR INSTALLATION,
OR DUE TO THE FAILURE OF ANY EQUIPMENT OR MATERIALS TO SATISFACTORILY PERFORM AS
REQUIRED BY THE CONTRACT, THE SPECIFICATIONS OR THIS REPRESENTATION,WARRANTY AND
GUARANTY.  CONTRACTOR  SHALL ALSO,  AT ITS OWN EXPENSE,  MAKE GOOD ANY DIRECT OR
CONSEQUENTIAL  DAMAGE  TO  EKLECCO  OR ANY PART OF THE  PROJECT  CAUSED  BY SUCH
FAILURE.


<PAGE>

     WITH RESPECT TO LATENT DEFECTS, CONTRACTOR AGREES THAT ANY LATENT DEFECT IN
MATERIAL OR  WORKMANSHIIP  WHICH IS IDENTIFIED  WITHIN  TWENTY-FOUR  (24) MONTHS
FOLLOWING  THE DATE OF FINAL  ACCEPTANCE  OF THE WORK AND  PAYMENT  OF THE FINAL
RETENTION  AMOUNTS  ("GUARANTY  PERIOD") SHALL BE CORRECTED AT THE  CONTRACTOR'S
EXPENSE WITHIN SIXTY (60) DAYS FOLLOWING NOTICE;  PROVIDED,  HOWEVER THAT IF THE
DEFECT OR REQUIRED CORRECTION  ADVERSELY AFFECTS THE OPERATION OF THE PROJECT OR
THE CONTINUATION OF ANY WORK, THE CORRECTION SHALL TAKE PLACE  IMMEDIATELY.  ANY
WORK REPLACED OR REBUILT  DURING THE ABOVE  MENTIONED  GUARANTY  PERIOD SHALL BE
SIMILARLY  GUARANTEED  FOR A TWELVE (12) MONTH PERIOD  STARTING FROM THE DATE OF
ACCEPTANCE OF THE REPAIR, RECONSTRUCTION OR REPLACEMENT.

5.2

     (a) WITHOUT  LIMITING THE EFFECT OF OTHER  WARRANTIES  OR  REPRESENTATIONS.
EXPRESSED  OR  IMPLIED,  RELATING  TO  THE  CONTRACT,  CONTRACTOR  WARRANTS  AND
REPRESENTS  THAT  THE  CONTRACTOR   CAREFULLY  HAS  EXAMINED  ALL  THE  CONTRACT
DOCUMENTS,  THE SITE OF THE PROJECT AND IS FAMILIAR WITH ALL ASPECTS OF THE SITE
AND PROJECT AS THEY RELATE TO THE WORK HEREIN  SPECIFIED.  THE  SCHEDULE OF WORK
AND THE  ACTUAL OR  POTENTIAL  WEATHER,  SITE,  SITE  SUPERVISION,  CONTROL  AND
COORDINATION,  PROJECT,  SCHEDULE AND  CONTRACTOR  PROBLEMS  THAT MAY  ADVERSELY
AFFECT THE CONTRACTOR'S WORK, ITS SCHEDULE AND THE PROFITABILITY OF ITS BID, AND
THAT  NONETHELESS,  CONTRACTOR HAS BID AND CONTRACTED THE WORK AS SET FORTH ON A
LUMP SUM BASIS AND ACTED IN ACCORDANCE  WITH THAT KNOWLEDGE,  UNDERSTANDING  AND
EXAMINATION. AND HAS MADE A PART OF THE CONTRACT ANY L[MITATIONS TO THE CONTRACT
OR CONTRACTOR'S WORK ARISING FROM SUCH EXAMINAT'ION. CONTRACTOR UNDERSTANDS THAT
EKLECCO HAS RELIED ON CONTRACTOR'S  COMPLIANCE WITH THIS SECTION 5.2 IN AWARDING
THE CONTRACT.


<PAGE>
     (b) CONTRACTOR  FURTHER  WARRANTS THAT  CONTRACTOR IS FINANCIALLY  SOLVENT.
EXPERIENCED  IN THE WORK,  EXPERIENCED  IN THE SIZE AND  MAGNITUDE  OF THE WORK,
CAPABLE OF PERFORMING "FAST TRACK" PROJECTS AND COMPETENT TO PERFORM THE WORK IN
ACCORDANCE  WITH THE  REQUIREMENTS OF THE CONTRACT AND THE SCHEDULE SET FORTH IN
THE CONTRACT DOCUMENTS.


     (c) DURING THE PERFORMANCE OF ITS WORK, CONTRACTOR WILL AT ALL TIMES COMPLY
WITH.  AND WILL NOT VIOLATE ANY  APPLICABLE  FEDERAL,  STATE,  COUNTY,  OR LOCAL
STATUTES,  LAWS, ORDERS,  REGULATIONS.  RULES,  ORDINANCES,  CODES, LICENSES AND
PERMITS OF ANY COURT,  AGENCY OR GOVERNMENTAL  AUTHORITIES,  INCLUDING,  WITHOUT
LIMITATION,   THOSE  RELATING  TO  ENVIRONMENTAL   MATTERS,   INCLUDING  WITHOUT
LIMITATION,  (I) THE CLEAN AIR ACT, THE FEDERAL WATER  POLLUTION  CONTROL ACT OF
1972,  THE RESOURCE  CONSERVATION  AND RECOVERY ACT OF 1976 ("RCRA" ), 42 U.S.C.
SECTION 69 ET SEQ. THE  COMPREHENSIVE  ENVIRONNNTAL  RESPONSE,  COMPENSATION AND
LIABILITY ACT OF 1980 (AND ANY AMENDMENTS OR EXTENSIONS  THEREOF)("CERCLA"),  42
U.S.C.  SECTION 9601 ET SEQ..  THE TOXIC  SUBSTANCES  CONTROL ACT ("TSCA").  THE
HAZARDOUS MATERIALS  TRANSPORTATION  ACT, AS AMENDED (49 U.S.C.  SECTION 1801 ET
SEQ.),  THE RESOURCE  CONSERVATION  LAW AND ANY  AMENDMENTS OR EXTENSIONS TO ANY
SUCH STATUTES, LAWS, ORDERS, REGULATIONS, RULES, ORDINANCES, CODES. LICENSES AND
PERMITS, AND (II) ALL OTHER APPLICABLE ENVIRONMENTAL REQUIREMENTS.

5.3

     CONTRACTOR  SHALL NOT TERMINATE ANY  SUBCONTRACT  FOR THE PROJECT  HAVING A
CONTRACT  OR WORK WITH A VALUE OVER ONE  HUNDRED  THOUSAND  DOLLARS  ($100,000),
WITHOUT THE PRIOR W'RIT'TEN  APPROVAL OF EKLECCO AND, AS APPLICABLE,  ITS TENANT
AND  CONSTRUCTION  LENDER.  

     5.4  CONTRACTOR  HAS TAKEN ALL STEPS  NECESSARY TO LAWEULLY  AUTHORIZE  THE
EXECUTION OF THIS CONTRACT,  AND THAT THIS IS A LAWEULLY BINDING AGREEMENT WHICH
DOES NOT VIOLATE ANY OTHER AGREEMENT TO WHICH CONTRACTOR OR ITS PRINCIPALS ARE A
PARTY OR ARE BOUND.
<PAGE>

                                    ARTICLE 6

                           THE LUMP SUM CONTRACT PRICE


6.1

     (a) EklecCo agrees to pay and Contractor  agrees to accept the total.  lump
sum  consideration  of Eight  Million Two Hundred  Thousand  Dollars  $8,200,000
(00/100)  (the "Lump Sum Contract  Price"),  as full and sole  compensation  for
completion of the Work, installation of all materials,  use of all equipment and
performance of all obligations  under the Contract.  The Lump Sum Contract Price
includes Contractor's calculation of and representation that Sales Tax is in the
amount of  $38,000.00.  Nothing  contained in this sections 6.1 shall in any way
relieve  Contractor  from paying an amount of Sales Tax greater than that stated
in this section,  or in otherwise complying with the terms of section 6.1(a) and
6.1(b)  below.  By  executing  this  Contract,  EklecCo  has  not  accepted  any
responsibility  for  paying  Sales  Tax,  nor has  EklecCo  ratified  or adopted
Contractor's  calculation  of Sales Tax in the event that the Sales Tax actually
due is greater.

     (b) In arriving at and agreeing to the Lump Sum Contract Price,  Contractor
has taken into consideration all of the requirements of this Contract, including
section 2.6 above,  and all costs and expenses  incurred and all loss or damages
which may be sustained by reason of delay and the elements,  whether arising out
of the place,  adverse  weather,  general  conditions or the nature of the Work,
including the existence of other  contractors on the job. or for or by reason of
any unforeseen  obstruction or difficulty  encountered in the prosecution of the
Work.  and  further  taking  into  account  all  expenses  incurred  by,  or  in
consequence  of the or  discontinuance  of the Work as specified by the terms of
its  Contract,  and for  faithfully  completing  the Work in good.  substantial,
workmanlike   warranted  and  approved  manner  as  herein  provided.   and  for
maintaining the Work in good condition until Final Acceptance.

     (c) Subject to section  6.1(b) above,  if the  Contractor is delayed at any
time in the  progress of the Work by any act or neglect of  EklecCo,  or through
any contractor  directly employed by EklecCo,  and as a result of such an act or
neglect of EklecCo,  or by material  changes  ordered by EklecCo in the Scope of
the Work, or by reason of lire or any other reason completely beyond the control
of the  Contractor.  then the sole  remedy of  Contractor  is that the  required
completion  date, or the duration of any affected  Scope of Work as set forth in
the final progress  schedule as amended from time to time.  shall be extended by
the amount of time that the  Contractor  shall have been  actually  and directly
delayed thereby. Contractor's sole right and remedy for delay defined under this
section shall be not more than a day for day extension of time,  provided,  that
each day of extension  shall be added to the schedule  consecutively,  including
Saturdays, Sundays and legally recognized holidays
<PAGE>
6.2

     Contractor  understands and acknowledges that there is in effect applicable
to the Project a Prevailing Wage Agreement by which all workers on site shall be
paid the Prevailing  Wage, and the fringe benefits  applicable to trades working
on the Project.


                                    ARTICLE 7

                                PROGRESS PAYMENTS


7.1

     Based upon  Contractor's  Application  for Payment  properly  submitted  to
EklecCo and subject to revision and/or  approval by EklecCo,  EklecCo shall make
progress  payments to Contractor on account of the Lump Sum Contract  Price,  as
provided in the Contract  Documents (see Exhibit H), for the period indicated on
the Application for Payment as follows:

7.2.1

     On or before the 25th of each calendar  month,  Contractor  shall submit to
EklecCo a written and properly completed and documented Contractor's Requisition
("Requisition1').  upon a form provided by or approved by EklecCo, setting forth
a certification  of the amount of work  performed,  equipment used and materials
installed  by  Contractor  under the Contract  through the date of  Requisition,
together   with  the  value   thereof,   together  with  a   certification   and
acknowledgment by Contractor and all subcontractors.  vendors and suppliers that
they have been paid in full for any work,  equipment or materials  which are the
subject of any previous Requisition pursuant to section 7.8 below, together with
any  payment  request  documents  required by Lender  pursuant to section  7.3.2
below.  If the day on which the  Contractor  is to deliver  its  Requisition  to
EklecCo, is a Saturday,  Sunday or legally recognized holiday,  such Requisition
shall be due on the next  succeeding  day  which is not a  Saturday,  Sunday  or
legally recognized holiday.

7.2.2

     If the Contractor1s  Requisition is subject to audit, or if EklecCo has any
reasonable  doubt as to the validity or accuracy of the content of  Contractor's
Requisition,  then Contractor's  right to payment for the disputed amount or any
amount necessarily relating to disputed Work or the completion of disputed Work,
may, in EklecCo's sole discretion,  be denied by EklecCo. SUCH DENIAL SHALL NOT,


<PAGE>
UNDER ANY  CIRCUMSTANCES,  BE THE BASIS FOR  CONTRACTOR'S  SUSPENSION,  DELAY OR
ABANDONMENT OF THE WORK.

7.3.1

     Subject to sections 7.2 1 and 7.2.2 above.  Contractor shall be entitled to
receive  progress  payments for its Work  performed  during the payment  periods
established  in the  Contract.  After  EklecCo  receives  Contractor's  properly
completed and documented Requisition. and any required payment request form, and
provided EklecCo has received  payment,  for the work from Lender or Tenant,  as
applicable,  EklecCo  shall mail to  Contractor  on or about the 15th day of the
month the amount shown on the  Requisition  as the value of work  completed  and
materials installed, less:

     (a) A  retainage  of  10%  (the  "Retainage").  Notwithstanding  any  other
provision  of the  Contract,  Retainage  may not be  released  until after final
issuance of a Certificate of Occupancy and all  applicable  payment terms of the
Tenant's Lease or a  Commercially  Recognized  Construction  Loan Agreement (the
"Construction Loan Agreement")  between EklecCo and its Construction  Lender are
satisfied.

     (b) The aggregate of previous payments;

     (c) The Cash discount provided in section 7.4 below; and

     (d) All sums considered  necessary by EklecCo.  in its sole discretion,  to
reflect  accurately:  (1)  The  difference  between  the  amount  shown  on such
Requisition and the actual value of work performed and materials  installed:  or
(2) To protect  EklecCo,  the Project and Site from any claim or loss  resulting
from Contractor's  failure to advance and complete the Work or otherwise to meet
the terms of the Contract.

     (e)EklecCo  shall not be subject to any penalty,  nor shall  Contractor  be
entitled  to any  damages  in the event  Contractor's  payment  is  delayed,  as
applicable,  by  EklecCo's  Lender's  or  Tenant's  failure to timely  advance a
monthly or other payment to EklecCo when and as due.

7.3.2.  

     Contractor  shall  execute  and deliver  such  statements  as to  progress,
certificates  of  completion,  payments  to  subcontractors  and  suppliers,  as
EklecCo, Tenant or EklecCo's Construction Lender may request, in addition to all
other requirements of this Article 7.


7.4

     EklecCo shall be entitled to a Cash Discount of two percent (2%) (the "Cash
Discount")  with respect to any payment  timely made to  Contractor  pursuant to
section 7.3.1 above. provided, EklecCo timely receives Contractor's Requisition,
properly  completed and  documented;  and where and as applicable  (for e.g. see
sections  7.2.2 and 7.9) if  payment  is made by EklecCo at a time other than as
provided  in  section  7.3.1 or after  resolution  of any  dispute  relating  to
outstanding payment on a prior Requisition.
<PAGE>
7.5

     In no event shall Contractor be entitled to receive any form of payment for
Work prior to the earlier of EklecCo's actual receipt of payment from EklecCo or
Lender or Tenant, as applicable,  for that Work or twenty four (24) months after
the completion of the Work.

7.6

     If the day on which  EklecCo  is to mail a payment to the  Contractor  is a
Saturday.  Sunday or legal  holiday,  such payment date shall be extended to the
next succeeding day which is not a Saturday, Sunday or legal holiday.

7.7.1

     Contractor's  Requisition for one-half of the Retainage may be submitted no
sooner than thirty (30) days after Final  Completion  of the  Contract  Scope of
Work,  acceptance  of the Work by  EklecCo,  and, if  applicable,  its Tenant or
Construction Lender.  Contractor's  Requisition for the balance of the retainage
may be submitted no sooner than 90 days after Final  Completion  of the Contract
Scope of Work and  acceptance of the Work by EklecCo,  and, if  applicable,  its
Tenant or Construction  Lender, and receipt of Final Payment by EklecCo,  unless
earlier  directed to be paid by the Tenant or  Construction  Lender(see  section
7.7.2 below)  Payments of retainage shall also be subject to Cash Discount under
the terms of section 7.4 above.

7.7.2

     In the event EklecCo's  Construction  Lender or Tenant requires a return of
Retainage  different  than  provided in section  7.7.1  above.  then EklecCo may
require  Contractor  to  obtain a Bond  for  Warranty  Work or other  sufficient
security,  as EklecCo chooses and deems  appropriate,  at Contractor's sole cost
and expense.

7.8.1

     Before any payment  shall be made by EklecCo,  and as a condition  thereof,
Contractor  shall submit to EklecCo in addition to a Contractor  Payment Request
(see Exhibit "N"),  and any other  documents  reasonably  required by EklecCo or
EklecCo's Tenant or Construction  Lender, a "Payment Receipt and Waiver of Right
to File Lien" in a form  acceptable to EklecCo with respect to labor  performed,
and equipment and materials furnished, through the date of Contractor's previous
payment  Requisition.  Contractor  also  shall  submit  to  EklecCo  documentary
evidence,  acceptable  to EklecCo,  of payment by  Contractor  of and to all its
subcontractors',  suppliers' and vendors' bills for labor, equipment,  materials
and other expenses or indebtedness  incurred by Contractor in the performance of
the Work. 

7.8.2 

     In the event  there are any unpaid  bills or  indebtedness  for such labor,
materials  or other  expenses,  provided  that no liens  have been  filed by any
subcontractor,  vendor or materialman.  EklecCo may, at its discretion, withhold
from any payment  otherwise due to  Contractor an amount  sufficient to pay such
indebtedness  or  expenses.  In the event  any such  lien has been  filed by any
subcontractors,  vendors or materialmen,  Contractor  shall within (3()) days of
the filing of such lien  satisfy of record said lien either by payment or filing
are  sufficient  undertaking,  all at  Contractor's  sole cost and expense  (see
section 9.3 below).

                                       1
<PAGE>
7.8.3     

     Contractor shall at all times give to EklecCo sufficient  evidence that the
Project is free from all liens and claims arising out of the  Contractor's  work
including,  without limitation.  estoppels or signed "Payment Receipt and Waiver
of Right to File Lien" forms from all  subcontractors  and suppliers.  in a form
acceptable to its Construction Lender.

7.8.4

     Any omission or misstatement with respect to the Contractor's  requirements
of this section 7.8 shall be deemed  material,  and,  Contractor  agrees,  shall
constitute  sufficient grounds to vacate any lien filed by Contractor until such
time  as the  misstatement  or  omission  is  cured  by  payment  in full to the
Subcontractor or vendor. Contractor shall have this same provision in all of its
subcontracts and purchase orders.

7.9

     If the Work  performed by Contractor  is on a unit price basis,  Contractor
understands  that  quantities  of work  performed as  reflected on  Contractor's
Requisition for Payment must agree with EklecCo's computations of the quantities
of Work performed.  In any event,  regardless if the Work performed is on a Lump
Sum Contract  Price,  or unit price basis,  if there is  disagreement  regarding
quantities of Work performed, EklecCo may, in its sole discretion. pay the lower
quantity  pending  resolution of the  difference to EklecCo's  satisfaction.  In
order to resolve such difference. Contractor promptly shall provide EklecCo with
all documents,  work papers,  backup and calculations relating to unit costs and
quantities upon EklecCo '5 request.

7.10

     Contractor's  acceptance of Final  Payment for the Work shall  constitute a
complete  release and  discharge of EklecCo from all claims and of all liability
to  Contractor  for all things done or  furnished in  connection  with the Work,
including  any act or  neglect  of  EklecCo  relating  to or  arising  from  the
Contract.  However,  payment,  final or otherwise,  shall not operate to release
Contractor or its surety from any obligation  under the Contract,  nor shall any
payment  be  construed  to  be an  acceptance  of  defective  Work  or  improper
materials.


<PAGE>
                                    ARTICLE 8

                          FINAL ACCEPTANCE AND PAYMENT


8.l

     Final  payment,  constituting  the entire  unpaid  balance of this Lump Sum
Contract  Price shall be paid by EklecCo to the  Contractor in  accordance  with
Article 7, such that Final and complete Payment will be made. provided the Work.
including all Supplementary  Agreements and Change Orders, having been completed
and Backcharges deducted. the Contract fully performed,  the requirements listed
in  Article  6C of the  General  Conditions  have been  complied  with,  and the
Application for Payment, including release of funds placed on "Hold" pursuant to
Article 7, have been accepted and approved by EklecCo.


8.2

     NOTWITHSTANDING  ANY OTHER PROVISION OF THE CONTRACT,  FINAL ACCEPTANCE AND
PAYMENT MAY NOT BE MADE UNTIL ALL TERMS OF THE  CONTRACT AND  CONSTRUCTION  LOAN
AGREEMENT APPLICABLE TO ACCEPTANCE AND PAYMENT, ARE SATISFIED.


                                    ARTICLE 9

                         INSURANCE AND BOND REQUIREMENTS


9.1

     The Contractor shall carry insurance as listed below and furnish to EklecCo
a certification of insurance before  construction is started.  The certification
must indicate that the  insurance  will not be canceled when the work  specified
therein is in progress without 30 days prior written notice to EklecCo. EklecCo,
and if  reasonably  requested  by EklecCo,  any local,  state or federal  entity
having  an  interest  in  and  jurisdiction  over  the  property  and  EklecCo's
Construction  Lender, MUST be named as additional named insureds on ALL policies
of insurance.


TYPE                                                        LIMITS OF INSURANCE
Workers Compensation & Disability Benefits                  Statutory
Employers Liability                                         $1,000,000.

Contractors General Liability
Each Occurrence (Combined Single Limit)                     $1,000,000.
General Aggregate (Per Project)                             $3,000,000.


<PAGE>
Contractors Auto Liability
Each Occurrence (Combined Single Limit)                     $1,000,000.

Umbrella Coverage
Each Occurrence                                             $3,000,000.
Aggregate (Per Project)                                     $5,000,000.


Performance, Payment, Material                            As required by EklecCo
and Warranty Bonds

EklecCo's and Contractors Protective Liability
Each Occurrence                                             $2,000,000.


** Additional Named Insured: EklecCo

The insurance shall conform with the coverage described in Exhibit "G".

9.2

     Each party waives on behalf of each Party's  insurer,  any and all claim or
right or right of  subrogation  of any such insurer  against the other Party for
loss or damage to the property so insured,  other than loss or damage  resulting
from the will full act or  neglect  of the other  Party.  Each  Party  agrees to
procure  and  maintain  in force at all times  during  the  application  of this
Contract,  and all extensions and renewals hereof a waiver of subrogation clause
attached to and made a part of each of its  insurance  policies in the following
form:

                              WAIVER OF SUBROGATION

     This  insurance  shall  not be  invalidated  should  the  insured  waive in
writing,  prior to a loss, any or all rights of recovery against any Party for a
loss occurring to the property described herein, caused by or resulting from the
hazards or perils insured by this policy.

     Notice  is  accepted  by this  provision  that the  insured  has  agreed in
writing,  prior to a loss,  to WAIVE any or all of such rights of recovery  from
EklecCo, its officers, partners, agents, employees, principals and invitees.

9.3

     Contractor  shall pay off and discharge  any and all debts and  obligations
incurred pursuant to performing the work set out in the Contract.  including but
not limited to  obligations  owed to vendors and suppliers of materials,  and to
subcontractors and

                                       2
<PAGE>
     Subcontractors'   sub-subcontractors   and  their   suppliers.   Contractor
specifically  agrees to defend,  indemnify and bold  EklecCo,  Lender and Tenant
harmless from and against any and all claims or liability arising in any way out
of or as a result of the  performance of the Contract,  including the reasonable
costs  of  EklecCo's  legal  counsel  for  advice,  negotiation,   drafting  and
litigation, together with all lien, filing, bonding and litigation expenses.

9.4

     Notwithstanding  any  other  provision  of this  Agreement,  if arid to the
extent EklecCo agrees to reimburse Contractor for insurance or bond requirements
under this Article 9. such reimbursement shall be at cost only. Contractor shall
not be entitled to charge  profit or overhead on the cost of such  insurance  or
bonds.

9.5

     Notwithstanding  any other provision of this  Agreement,  EklecCo agrees it
will not take a two percent (2%) discount against the payment of any requisition
for  the  reimbursement  cost  nor  will  EklecCo  hold  any  retainage  on  the
reimbursement cost for any such insurance or bonds.

                                   ARTICLE 10

                             (Intentionally Omitted)


                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS


  11.1

     Terms used in this  Agreement  which are defined in the Contract  Documents
shall have the meanings designated in those Contract Documents.

 11.2

     The Contractor may not assign, sublet,  subcontract or delegate any part or
the whole of its Work,  rights or duties,  nor any money due or to become due to
Contractor under the Contract. Any assignment, sublet, subcontract or delegation
of its Work,  rights or duties by  Contractor  shall be VOID,  unless upon prior
Notice to and written  receipt of approval of EklecCo  and, as  applicable,  its
Tenant or Construction Lender.

11.3

     Contractor  shall  cooperate  with  EklecCo in the  creation,  maintenance,
storage and  retrieval of all documents  applicable  to the Project;  Contractor
shall retain all its records in retrievable form for six (6) years from the date
of final  acceptance;  EklecCo shall have access to all  Contractor's  documents
applicable to the Project upon request and no later than after 72 hours Notice.

                                       3
<PAGE>
11.4
               Contractor shall have absolutely no claim under any circumstances
               for  consequential  damages  arising  from  or  relating  to  the
               Contract.

11.5
               In the event EklecCo  terminates  Contractor's  Notice to Proceed
               for a reason  specified  in section  2.4.1(g)  above,  Contractor
               shall have no claim for  damages  other than  direct,  actual and
               necessary  demobilization costs arising from EklecCo's failure to
               proceed  with  or  finish  any  part  or all of  the  Project  or
               Contractor's  Scope of Work;  EklecCo  shall  have NO  obligation
               whatsoever to the Contractor in the absence of an executed Notice
               to Proceed issued to Contractor by EklecCo.

11.6
               Contractor   shall  be  required  to  execute  and  deliver  such
               statements as to progress,  certificates of completion,  payments
               to subcontractors and Suppliers,  and the like, as EklecCo, or as
               applicable, its Lender or Tenant, may from time to time request.

11.7
               Where  the  Contract  provides  for  the  exercise  of  EklecCo's
               judgment or  discretion.  such  judgment or  discretion  shall be
               reasonably  exercised under all the conditions and  circumstances
               existing,  and/or  anticipated  by  EklecCo  at the  time  of the
               exercise of EklecCo's judgment or discretion.

                                   ARTICLE 12

               LIMITATION OF EKLECCO'S AND ITS PARTNERS' LIABILITY

12.1

     Contractor, its partners, shareholders,  successors and assigns are limited
solely to the estate, interest and property of EklecCo in the real property, and
improvements  to the  real  property.  upon  and for  which  the  Work is  being
performed,  for the  satisfaction  of any of Contractor's  remedies,  or for the
satisfaction of any liens, rights or the collection of any damages,  judgment or
other  judicial  process with respect to any of the terms and  conditions of the
Contract, or any other obligations created by, under or related to the Contract.


12.2

     Contractor, shall not have any recourse to or against any other property or
assets of EklecCo or its  partners  affiliates,  alter egos,  trusts,  trustees,
beneficiaries,  successors, assigns, nor shall EklecCo or its agents, employees,
partners,  affiliates,  representatives,  insurers,  nor shall any of  EklecCo's
banking   institutions  or  trusts  be  subject  to  levy,  execution  or  other
prejudgment  or judgment  enforcement  or  attachment  for the  satisfaction  of
Contractor's remedies arising from or relating to the Contract.

                                       4
<PAGE>
12.3

     EklecCo's partners,  affiliates, trusts, trustees and beneficiaries are not
and shall not become  personally  liable under the  Contract,  nor shall they be
named in any action arising from or relating to a breach of the Contract.

                                   ARTICLE 13

                       SAFETY PRECAUTIONS AND PROCEDURES.

13.1

     Contractor  agrees to abide by the requirements of the Occupational  Safety
and Health Act of 1970,  as amended,  and all other  federal,  state,  and local
laws, rules,  regulations or ordinances relating to the Work, including, but not
limited  to,  the  maintenance  of  records  required  by the  Act at the  Site,
immediate compliance with any OSHA officer's request or notice of violation, and
compliance with all standards of the Act now or in the future.

13.2

     Contractor  must comply  specifically  with OSHA  1910.1200  and maintain a
written  Hazard  Communication  Program,   including  but  not  limited  to  the
following:

     (a) proper container labeling:

     (b) procuring, maintaining and submitting copies to EklecCo of all Material
Safety Data Sheets (MS DS) required on the job; and

     (c) employee training and information

13.3 

     In addition,  Contractor  agrees to enact and follow its own safety policy,
including but not limited to, the following:

     (a)  Contractor's  appointing  one or  more  of its  employees  to act as a
Project Safety Committee; and

     (b) Where  applicable,  Contractor shall follow the rules and procedures as
outlined in EklecCo's Loss  Prevention  Manual,  including  compliance  with the
required Accident Reporting Procedures.

                                       6
<PAGE>
13.4 

     Contractor is solely and fully responsible for initiating,  maintaining and
supervising all safety  precautions and programs in connection with the Work and
Work Site including general Project Site conditions. Contractor acknowledges and
agrees that it is fully  responsible for the supervision and control of the Work
and of  Contractor's  employees,  subcontractors  or supplies  and the manner in
which  the Work is  performed.  Contractor  acknowledges  that  most  on-the-job
accidents resulting in personal injury or property damage are related to the use
of scaffolding accidents relating to elevations,  ladders,  construction staging
or to the noncompliance by personnel to the OSHA rules, regulations or standards
regarding wearing of hard hats,  safety helmets and safety eye-wear.  Contractor
agrees  that it will  fully  comply  with  all  safety  regulations.  rules  and
standards  which  may  have  application  to the  Work  relating  to the  use of
scaffolding,  ladders, elevations and construction staging and to the proper use
of hard hats, safety helmets and safety eye-wear,  and Contractor agrees that it
shall be Contractor's sole  responsibility to insure that each of its employees,
subcontractors  and suppliers are also fully aware of and in compliance with all
such rules, regulations and standards at all times.


13.5

     Contractor shall fully protect, defend, indemnify and save EklecCo harmless
from and against all liability,  judgments  damages,  costs and expenses arising
from the failure,  omission, or neglect of Contractor or Contractor's employees,
agents,  subcontractors  and suppliers to comply with the  requirements  of this
Article 13 and with the Occupational  Safety and Health Act of 1970, as amended,
other federal and state and local safety requirements.  Contractor's  obligation
to defend,  indemnity and save EklecCo  harmless will extend to any citations(s)
and  proposed  penalty(ies)  issued to any entity by OSHA or other  governmental
agency arising out of  performance of the Contract by Contractor,  its employees
or any subcontractor or supplier of Contractor.

                                       7
<PAGE>
                                   ARTICLE 14

                         ADDRESSES AND TERMS FOR NOTICES


14.1

     (a) All Notices shall be delivered in one of the following ways:  certified
mail,  return receipt  requested;  telefax  between the hours 5:30 a.m. and 7:00
p.m. Monday - Saturday with originating machine  confirmation notice attached to
the original hard copy and produced upon demand: or hand delivered with either a
signed receipt or affidavit of service retained by the party giving Notice.

         If  to EklecCo:


                  EklecCo
                  4 Clinton Square
                  Syracuse, New York  13202
                  ATTN: Thomas J. Valenti
                  Phone: (315) 422 - 0090
                  Fax:     (315) 422 - 3569

         If to Contractor:

                  US Bridge of New York
                  53-09 97th Place
                  Corona, NY   11368
                  ATTN: Ronald or Joseph Polito
                  Phone:   (718) 699-0100
                  Fax:     (718) 760-5696


                                   ARTICLE 15

                                  GOVERNING LAW

15.1

     The  Contract  shall be  governed  by laws of the State of New  York.  This
Agreement was entered into, and the place of trial of any action between EklecCo
and the  Contractor  relating to the subject  matter of the Contract shall be In
New York Supreme Court, Onondaga County, New York.


                                   ARTICLE 16

                                 SAVINGS CLAUSE

16.1

     Should any part of the Contract be found to be invalid or illegal by reason
of any  existing or  subsequently  enacted  legislation  or by any decision of a
court of competent  jurisdiction,  it  [illegible]  that such findings shall not
[illegible]  remainder  of the Contract and the  remaining  paragraphs  or parts
shall remain in lull force and effect.

                                       8
<PAGE>
                                   ARTICLE 17

                                     WAIVERS

17.1

     No inspection or approval by EklecCo.  Agent, the Tenant or Lender,  or any
of their respective employees, nor any order or certification by EklecCo, Agent.
Tenant or Lender, nor payment shall operate as a waiver of any provisions of the
Contract.

17.2

     (a) No failure of either  Party to insist upon  performance  of any term of
the  Contract  shall be deemed a waiver  of the  effect  any  other  term of the
Contract. unless specifically provided in the Contract.

     (b) No waiver of any  breach of the  Contract  shall be  construed  to be a
waiver of any other prior or subsequent breach.

17.3

     To the  extent  allowed by law,  each Party  waives its right to a trial by
jury of any claims arising from a breach or interpretation of the Contract.



                                   ARTICLE 18

                               INTEGRATION CLAUSE


18.1 

     (a) The Parties agree that there are no  understandings  or agreements with
respect to the Contract  which are not set forth  herein,  that the Contract and
the Contract  Documents  contain the entire  agreement  between  Contractor  and
EklecCo,  and that the  Contract  Documents  shall be the sole  evidence  of the
content and meaning of the Contract  Documents.  The Contract cannot be modified
except in writing signed by the Parties hereto.

     (b) All  EklecCo's  remedies in the  Contract  shall be  construed as being
cumulative in addition to any other remedy.


     IN WITNESS  WHEREOF,  the  Parties  have  hereto set their  hands and seals
effective the day and year first above written.



<PAGE>
     NOTICE:  THIS IS A LEGALLY BINDING CONTRACT.  IT AFFECTS  SUBSTANTIAL LEGAL
RIGHTS.

     THIS CONTRACT IS NOT A STANDARD AIA PRIME  CONTRACT  FORM.  YOU SHOULD READ
EACH PART AND THE WHOLE FULLY AND  CAREFULLY  BEFORE YOU EXECUTE IT. IF YOU HAVE
ANY QUESTIONS, YOU SHOULD CONSULT WITH YOUR LAWYER.

     EKLECCO WILL STRICTLY BIND YOU TO THE  REQUIREMENTS AND OBLIGATIONS OF THIS
CONTRACT.

<PAGE>
                  BID PROPOSAL FORM and INSTRUCTIONS TO BIDDER


DATE: 2/13/96
BID PACKAGE No. E-076S
SCOPE OF WORK BEING BID:                STRUCTURAL SHELL ERECTION


1.       PROJECT AND PROJECT LOCATION:

         Palisades Power Mall
         Route 59
         West Nyack. New York 10994

2A.      PROJECT DEVELOPER

         EklecCo

2B.       MAILING ADDRESS:

         4 Clinton Square
         Syracuse,  NY 13202
         315-422-0090
         315-422-3569 (fax)


2C.      CONTACT FOR QUESTlONS ON THIS BID PACKAGE

         Mike Barney                      315-422-0090
                                          315-422-3569 (fax)
3.       PURPOSE OF BID PROPOSAL

         The EklecCo  intends with this bid Proposal Form to procure a Bidder to
         perform all necessary and  associated  work to adequately  and properly
         complete the Scope of Work pursuant to this Bid  Proposal.  Bidders are
         welcome and  encouraged to submit any and all potential  design changes
         and alternates which may result In cost savings and/or  acceleration of
         the  schedule.  Please  submit  base  bid  pursuant  to the  plans  and
         specifications,  and attach  separately  any  potential  alternates  or
         comments.  You may not change,  add to or delete from the Scope of Work
         described In your base bid.

4.       GENERAL SCOPE OF WORK:

               Erection and installation of structural  shell including  precast
          concrete columns,  steel columns, steel beams, floor decks, roof decks
          and roof joist  according to the Plans and Drawings by Thorson Baker &
          Associates  as per the drawing  list  attached as (Exhibit  "A"),  and
          Sequencing and Grading Plan by EklecCo attached as ("Exhibit C"). Also
          includes  all other work  normally  associated  with the  erection and
          installation  of  structure  at a  shopping  center,  required  by and
          necessary for a completed project as indicated in the bid documents.


<PAGE>



5.        BID REUTRN:
         Bid Due:              March 1, 1996
         Deliver To:           Mike Barney
                               EklecCo
                               4 Clinton Square
                               Syracuse, NY 13202
         Or Via Fax:            (315) 422-3569.


6.       BID DRAWINGS FOR THE PALISADES POWER MALL

     A.  To  obtain  a  complete   set  of  drawings  and   specifications   for
approximately $40, please contact:
 
                        Liverpool Blue Print
                         429 1/2 Electronics Boulevard
                         Liverpool NY 13088
                         (315) 457-0472
                         Contact: Scott Taylor
                         Please request drawings for bid #E-076.

     B. Attached to this Bid Document are the following:

               I.   Drawing list attached as Exhibit "A"

               II.  Sample copy of a  Certificate  of Insurance  with  necessary
                    Project coverage requirements, attached as Exhibit "B".

               III. Sequencing and Grading plan attached as Exhibit "C".


7.      PERFORMANCE AND PAYMENT BONDS:

If requested by Developer, can bidder provide a performance and payment bond?

Yes                                   No               (Circle One)

 YOUR COST OF BOND PER THOUSAND: $ 10.00

NAME OF YOUR BONDING COMPANY: 
                        
     United American Guarantee Company Ltd. ADDRESS: 85 Central Street,  Boston,
Massachusetts 02103

CONTACT PERSON:                     Thomas P. Carrigan Sr.

TELEPHONE:                                  (617) 357 - 4470
FAX:                                        (617) 357 - 4480



<PAGE>
NAME OF YOUR INSURANCE AGENT:       Serres, Visone & Rice
ADDRESS:                            108 Greenwich Street
                                    New York, NY   10006

CONTACT PERSON:                     Joseph DeMattina

TELEPHONE:                                  (212) 349 - 3500
FAX:                                        (212) 608 - 5112

8. DESCRIPTION OF WORK

Bidder will be expected and required to provide all  necessary  and  appropriate
labor,  materials,  toots,  equipment,  supervision  and  coordination  to erect
structural shell elements pursuant to the Plans and Specifications. The Bidder's
Scope of Work shall also include but is not limited to:

     A. Bidder shall erect steel beams,  columns, roof joist, shear studs, floor
decking. roof decking, and precast columns, which will be delivered to the site.

     B. Bidder  shall be  responsible  for  accepting  all  pr~purchased  steel,
decking.  and precast  columns,  and shall unload,  ~l'ake-out,  inventory,  and
inspect all such matenal.

     C. The Work must  conform to all local,  state and  federal  codes,  rules,
regulations  and  specifications  and the  directions of any agency or Authority
having  jurisdiction  on this Project.  including but not limited to the Town of
Clarkstown,  Rockland County, New York State Thruway  Authority,  New York State
Department   of   Transportation,   OSHA  and  New  York  State   Department  of
Environmental Conservation.

     D. The Project is subject to prevailing  wage rates  applicable to the West
Nyack and Rockland County region, and all prevailing  benefits of any collective
bargaining agreements applicable to trades working on the Project. All work will
be awarded on a merit basis.

     E. Bidder shall be responsible to coordinate with all other Bidders on site
during the  construction  of this  Project to ensure  the proper  completion  of
Bidder's scope of work within the specified time limits. Bidder's job supervisor
shall participate fully in Bidders' meetings as required and needed.

     F. Bidder must supply all shear studs and erection bolts.

     G. Bidder will be  responsible  for  securing  and paying for all  permits,
licenses and fees required by this Scope of Work.

     H. Bidder shall include all applicable tax in its Lump Sum Bid.

     I. The EklecCo Prime Contract is available for review and  discussion  upon
request.

     J.  Bidder  has  incorporated  the  above  items  into  its  base  bid  and
acknowledges  that it is in  receipt  and  fully  includes  such  documents  and
requirements In Its Lump Sum Base Bid Price, with no exceptions.


<PAGE>
9.        COST BREAKDOWN FOR COMPARISON EVALUATIONS

A: Structural Erection                                               $(Material)
                                                          $ 6,135,000.00 (Labor)
                                                            $ not included (tax)
                                                          $ 6,135,000.00 (TOTAL)

B. Steel Decking Installation                                        $(Material)
                                                          $ 3,525,000.00 (Labor)
                                                            $ not included (tax)
                                                          $ 3,525,000.00 (TOTAL)

C. Steel Joist Installation                                          $(Material)
                                                             $ 699,000.00(Labor)
                                                            $ not included (tax)
                                                            $ 699,000.00 (TOTAL)

D. Sheer Stud Supply and Installation                     $ 320,000.00(Material)
                                                            $ 865,000.00 (Labor)
                                                            $ not included (tax)
                                                          $ 1,185,000.00 (TOTAL)

E. Erection Bolt Supply and Installation                 $ 369,000.00 (Material)
                                                                        $(Labor)
                                                            $ not included (tax)
                                                            $ 369,000.00 (TOTAL)

F. General Conditions and Requirements                      $
          Mobilization                                      $ 315,000.00
          Supervision & Engineering                         $
          Insurance                                         $
          Other                                             $


G. TOTAL                                                  $ 689,000.00(Material)
                                                          $ 11,218,000.00(Labor)
                                                            $ not included (tax)
                                                          $ 12,222,000.00(TOTAL)



X         Twelve million two hundred and twenty two thousand 00/100 Dollars


9.       COST BREAKDOWN FOR COMPARISON EVALUATIONS

A: Structural Erection             $(Material)
                                   $ 5,874,000.00(Labor)
                                   $ not included (tax)          
                                   $ 5,874,000.00(TOTAL)

B. Steel Decking Installation      $(Material)
                                   $ 2,460,000.00(Labor)
                                   $ not included (tax)
                                   $ 2,460,000.00(TOTAL)

C. Steel Joist Installation        $(Material)
                                   $ 565,000.00(Labor)
                                   $ not included (tax)
                                   $ 565,000.00(TOTAL)

D. Sheer Stud SuppIy and 
     Installation                  $ 275,000.00(Material)
                                   $ 725,000.00(Labor)
                                   $ not included (tax)
                                   $ 1,000,000.00(TOTAL)

E. Erection Bolt Supply and 
     Installation                  $ 325,000.00(Material)
                                   $(Labor)
                                   $ not included (tax)
                                   $ 325,000.00(TOTAL)

F. General Conditions and 
     Requirements                  $
     Mobilization                  $ 300,000.00
     Supervision & Engineering     $
     Insurance                     $
     Other                         $


G. TOTAL                           $ 600,000.00(Material)
                                   $ 9,924,000.00 (Labor)
                                   $ not included (tax)
                                   $ 10,524,000.00(TOTAL)



X         Ten million five hundred and twenty four thousand 00/100 Dollars



<PAGE>
10.      UNIT PRICES:

          A. Structural Shell Erection
<TABLE>
<CAPTION>

             <S>                                                                <C>                                            
             1.      Structural Steel                                           $per/ton
             2.      Precast Concrete Columns                                   $per/column
             3       Decking                                                    Sper/square
             4.      Roof Joist                                                 $per/ton
             5.      Sheer Studs                                                $per/stud
             6.      Erection Bolts                                             $per/bolt

</TABLE>

11.      SUBSTITUTION AND/OR VALUE ENGINEERING

         Bidder is welcome to submit on separate  company  letterhead and attach
         with  this Bid  Proposal  Form any  potential  substitutions  for value
         engineering  which  could  result  in a cost  savings  to the  Project.
         Bidder's  base lump sum price  should be bid  pursuant to the plans and
         specifications.  Any  cost  savings  found  to be  acceptable  will  be
         incorporated  into the final base lump sum price.  Bidder is welcome to
         bid  breakouts or small pieces of the erection  job.  Please submit any
         single tower price in writing on company letterhead.



12.  ADDITIONAL INFORMATlON REQUESTED:

         The following information must be submitted with the Bid Proposal Form:

         A.     Copy of Bidder's Certificate of Insurance.
         B.  Reference  list  with  contacts  and  telephone  numbers  of recent
         projects. 
         C. Critical path schedule.

13.   BID SUBMITTED BY:
         Firm Name:                    U.S. Bridge of N.Y., Inc.
         Address:                      53-09 97th Place, Corona, NY   11368
         Contact:                      John G. Bauer
         Telephone No.:                (718) 699 - 0100
         Fax No.:                      (718) 760 - 5696
         Authorized Signature:
         Name: (Please Print):
         Title:                        CAO



<PAGE>
February 13, 1996


From:     Michael Barney
          EklecCo
          Four Clinton Square
          Syracuse, N.Y. 13202
          315 422-0090

To:  All Structural Shell Erection Bidders:

Re:   Cost Breakdown Addendum

Please  substitute item number 9 (Cost Breakdown for Comparison  Evaluations) in
bid package E076s with the following 6 page Cost  Breakdown.  This Addendum will
give EklecCo the flexibility to evaluate and award sections of work if feasible.

Reference  the enclosed  Area Map in order to breakdown the bid Into the six (6)
distinct areas for pricing.  This small Area Map is identical to the larger Area
Map enclosed with the original bid.


Sincerely,



Mike Barney
EklecCo


(2) Enclosures

<PAGE>

[GRAPHIC]


<PAGE>
9.  COST BREAKDOWN FOR COMPARISON EVALUATIONS

Area 1:
<TABLE>
<CAPTION>

<S>                                                                             <C>                                 
          A: Structural Erection                                                $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          B. Steel Decking Installation                                         $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                          (tax)
                                                                                 ----------------
                                                                                $                          (TOTAL)
                                                                                 ----------------

          C. Steel Joist Installation                                           $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          D. Sheer Stud SuppIy and Installation                                 $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          E. Erection Bolt Supply and Installation                              $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                  ---------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          F. General Conditions and Requirements                                $
                 Mobilization                                                   $
                 Supervision & Engineering                                      $
                 Insurance                                                      $
                 Other                                                          $


          G. TOTAL                                                              $                         (Material)
                                                                                --------------------------
                                                                                $                         (Labor)
                                                                                --------------------------
                                                                                $                         (tax)
                                                                                 -------------------------
                                                                                $                         (TOTAL)
                                                                                 -------------------------


</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>

Area 3:

<S>                                                                             <C>                                 
          A: Structural Erection                                                $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          B. Steel Decking Installation                                         $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                          (tax)
                                                                                 ----------------
                                                                                $                          (TOTAL)
                                                                                 ----------------

          C. Steel Joist Installation                                           $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          D. Sheer Stud SuppIy and Installation                                 $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          E. Erection Bolt Supply and Installation                              $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                  ---------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          F. General Conditions and Requirements                                $
                 Mobilization                                                   $
                 Supervision & Engineering                                      $
                 Insurance                                                      $
                 Other                                                          $


          G. TOTAL                                                              $                         (Material)
                                                                                --------------------------
                                                                                $                                        (Labor)
                                                                                ----------------------------------------
                                                                                $                         (tax)
                                                                                 -------------------------
                                                                                $                         (TOTAL)
                                                                                 -------------------------

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Area 4:

<S>                                                                             <C>                                 
          A: Structural Erection                                                $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          B. Steel Decking Installation                                         $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                          (tax)
                                                                                 ----------------
                                                                                $                          (TOTAL)
                                                                                 ----------------

          C. Steel Joist Installation                                           $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          D. Sheer Stud SuppIy and Installation                                 $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          E. Erection Bolt Supply and Installation                              $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                  ---------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          F. General Conditions and Requirements                                $
                 Mobilization                                                   $
                 Supervision & Engineering                                      $
                 Insurance                                                      $
                 Other                                                          $


          G. TOTAL                                                              $                         (Material)
                                                                                --------------------------
                                                                                $                                        (Labor)
                                                                                ----------------------------------------
                                                                                $                         (tax)
                                                                                 -------------------------
                                                                                $                         (TOTAL)
                                                                                 -------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Area 5:

<S>                                                                             <C>                                 
          A: Structural Erection                                                $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          B. Steel Decking Installation                                         $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                          (tax)
                                                                                 ----------------
                                                                                $                          (TOTAL)
                                                                                 ----------------

          C. Steel Joist Installation                                           $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          D. Sheer Stud SuppIy and Installation                                 $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          E. Erection Bolt Supply and Installation                              $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                  ---------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          F. General Conditions and Requirements                                $
                 Mobilization                                                   $
                 Supervision & Engineering                                      $
                 Insurance                                                      $
                 Other                                                          $


          G. TOTAL                                                              $                         (Material)
                                                                                --------------------------
                                                                                $                                        (Labor)
                                                                                ----------------------------------------
                                                                                $                         (tax)
                                                                                 -------------------------
                                                                                $                         (TOTAL)
                                                                                 -------------------------

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Mall Area:

<S>                                                                             <C>                                 
          A: Structural Erection                                                $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          B. Steel Decking Installation                                         $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                          (tax)
                                                                                 ----------------
                                                                                $                          (TOTAL)
                                                                                 ----------------

          C. Steel Joist Installation                                           $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          D. Sheer Stud SuppIy and Installation                                 $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                 ----------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          E. Erection Bolt Supply and Installation                              $                         (Material)
                                                                                 ----------------
                                                                                $                         (Labor)
                                                                                  ---------------
                                                                                $                         (tax)
                                                                                 ----------------
                                                                                $                         (TOTAL)
                                                                                 ----------------

          F. General Conditions and Requirements                                $
                 Mobilization                                                   $
                 Supervision & Engineering                                      $
                 Insurance                                                      $
                 Other                                                          $


          G. TOTAL                                                              $                         (Material)
                                                                                --------------------------
                                                                                $                                        (Labor)
                                                                                ----------------------------------------
                                                                                $                         (tax)
                                                                                 -------------------------
                                                                                $                         (TOTAL)
                                                                                 -------------------------


          TOTAL LUMP SUM BID FOR ALL AREAS (IF APPLICABLE)                      $                         TOTAL
                                                                                 -------------------------


</TABLE>

<PAGE>
                                                                         EklecCo


                          PALISADES POWER MALL PROJECT
                       GENERAL CONDITIONS AND REQUIREMENTS

                                      INDEX
<TABLE>
<CAPTION>

<S>                                                                                  <C>
1  ..........................   GENERAL PROVISIONS
                   A ........   General Provision                                    I
                   B ........   Definitions                                          1
                           1    The Contract                                         1
                           2    The Contract Documents                               1
                           3    The Work
                           4    The Project
                   C ........   Execution, Correlation, Intent and Interpretations   1
                   D ........   Copies Furnished and Ownership                       2
2  ..........................   OWNER
                   A ........   Definitions                                          2
                   B ........   Information to be Provided to Contractor             3
                   C ........   Administration of Contract                           3
3  ..........................   CONTRACTOR
                   A ........   Definitions                                          3
                   B ........   Review of Contract Documents                         4
                   C ........   Supervision and Construction Procedures              4
                   D ........   Labor and Materials                                  4
                   E ........   Warranty                                             S
                   F ........   Sales and Use Tax                                    6
                   G ........   Permits, Fees and Notices                            6


<PAGE>
                   H ........   Superintendent                                       7
                   I ........   Responsibility for Those Performing the Work         7
                   J ........   Progress Schedule                                    7
                   K ........   Drawings and Specifications at the Site              8
                   L ........   Shop Drawings, Submittals, and Samples               8
                   M ........   Use of Site                                          9
                   N ........   Cutting and Patching Work                            9
                   0  .......   Cleaning Up                                          9
                   P ........   Access to Work                                       10
                   Q ........   Royalties and Payments                               10

4  ..........................   SUB-CONTRACTORS
                   A ........   Definition                                           10
                   B ........   Award of Subcontracts and Other Contracts
                                for Portions of the Work                             10
                   C ........   Subcontractual Relations                             11


5  ..........................   SEPARATE CONTRACTS
                   A ........   Owners Right to Award Separate Contracts             12
                   B ........   Responsibility Among Contractors                     12

6  ..........................   PAYMENTS AND COMPLETION
                   A ........   Schedule of Values                                   13
                   B ........   Substantial Completion                               13
                   C ........   Final Completion and Final Payment                   13

7  ..........................   PROTECTION OF PERSONS AND PROPERTY
                   A ........   Safety of Persons and Property                       14
                   B ........   Fire Protection                                      15
                   C ........   Emergencies                                          15


<PAGE>
8  ..........................   INSURANCE
                   A ........   Contractor's Liability Insurance                     16

9  ..........................   UNCOVERING AND CORRECTION OF WORK
                   A ........   Uncovering the Work                                  16
                   B ........   Correction of Work                                   16
                   C ........   Acceptance of Defective or Non-Conforming Work       17

10  .........................   PERFORMANCEBOND                                      17

11  .........................   TESTS                                                17
12.                             PROJECT MEETINGS
                   A ...........   General Provisions                                18
                            1  .   Purpose                                           18
                   B ...........   Execution                                         18
                          I ....   Meeting Schedule                                  18
                           2  ..   Meeting Location                                  19
                           3  ..   Project Meetings                                  19
13. SUBMITTALS AND SUBSTITUTIONS   
                   A ...........   General                                           20
                           1  ..   Description                                       20
                           2  ..   Quality Assurance                                 20


<PAGE>
                           3    Submittals                                           21
                           4    Substitutions                                        21

                   B ........   Products                                             22
                           1    Shop Drawings                                        22
                           2    Manufacturers' Literature                            22

                   C ........   Execution                                            22
                           1    Identification of Submittals                         22
                           2    Grouping of Submittals                               23
                           3    Timing of Submittals                                 23
                           4    Consultant's Review                                  23



14  .........................   SCHEDULE OF VALUES
                   A ........   Description                                          24
                   B ........   Submittals                                           24
15  .........................   TEMPORARY FACILITIES AND CONTROLS
                   A ........   General                                              25
                           1    Description                                          25
                           2    Product Handling                                     25

                   B ........   Products                                             25
                           1    Temporary Utilities                                  25
                           2    Field Offices and Sheds                              26
                           3    Enclosures                                           27
                           4    Temporary Fencing                                    27
                           5    Communication Equipment

                   C ........   Execution                                            27

                           1    Maintenance and Removal                              27


16  .........................   RIGHT AND REMEDIES                                   28
</TABLE>

<PAGE>
                                                                         EklecCo


                       GENERAL CONDITIONS AND REQUIREMENTS


ARTlCLE 1 - GENERAL PROVISIONS



         A.       ANY PROVISION OF THESE  GENERAL  CONDITIONS  AND  REQUIREMENTS
                  WHICH IS IN CONFLICT  WITH THE CONTRACT  SHALL YIELD TO AND BE
                  CONTROLLED BY THE APPLICABLE PROVISION (S) OF THE CONTRACT.


         B.       DEFINITIONS

                           1.THE  CONTRACT  -  The  Contract   consists  of  the
                           documents  identified  at Article I of the  Contract.
                           The  Contract  represents  the entire and  integrated
                           agreement  between  the Parties  and  supersedes  all
                           prior  negotiations,  representations  or agreements,
                           either  written  or oral,  including,  to the  extent
                           inconsistent, the Bid Documents.

                  2.       THE  CONTRACT  DOCUMENTS  -  The  Contract  Documents
                           consist of all the written  documents  annexed to and
                           made a part of the Contract  referred to in Article 1
                           of the  Contract,  and other  documents  specifically
                           referred  to in  the  Contract  as  constituting  the
                           Contract  Documents,  including  without  limitation:
                           these  General   Conditions  and  Requirements,   the
                           Drawings,   the   Specifications,   the  Pre-Contract
                           Memorandum,  the Instruction to Bidders and other Bid
                           Documents,  all  Addenda,  the Scope of Work Form and
                           all  Modifications  by  Supplemental   Agreement.   A
                           Modification  or  Supplemental  Agreement  is  (I)  a
                           written  addendum or amendment to the Contract signed
                           by  both  Parties;  or (2) a Back  charge  or  Change
                           Order.

                  3.       THE WORK - The term "Work" means the construction and
                           services  required  by the  Contract  Documents,  and
                           includes    all    labor,    materials,    equipment,
                           coordination, supervision and services provided or to
                           be  provided  by  the   Contractor   to  fulfill  the
                           Contractor's obligations under the Contract. All Work
                           shall be completed of the highest quality,  in a good
                           and workmanlike  manner,  using only  first-class new
                           materials free of all liens and encumbrances.

                  4.       THE PROJECT - The  Project is the total  construction
                           developed  or owned  by  EklecCo  of  which  the Work
                           performed  under the Contract and Contract  Documents
                           may be the whole or a part.


         C.       EXECUTION, CORRELATION, INTENT AND INTERPRETATIONS

                    1. The Contract  Documents  shall be signed in not less than
               triplicate by EklecCo and the Contractor.

                  2.       By executing the Contract,  the Contractor represents
                           that   the   Contractor   has   visited   the   Site,
                           familiarized   itself   with  the   local   and  site
                           conditions  under which the Work is to be  performed,
                           and correlated its observations with the requirements
                           of the Contract Documents.


<PAGE>
                  3.        The Contract Documents are  complementary.  and what
                            is  required  by any one shall be as  binding  as if
                            required  by  all.  The  intention  of the  Contract
                            Documents  is  to  include  all  labor,   materials,
                            equipment,  services and other items  necessary  for
                            the proper  execution and completion of the Work. It
                            is intended that work not covered under any heading,
                            section,    branch,    class   or   trade   of   the
                            Specifications  nonetheless shall be supplied unless
                            it is omitted  elsewhere in the Contract  Documents,
                            or it is  reasonably  inferable  therefrom  as being
                            unnecessary  to  produce  the  results  intended  by
                            EklecCo.

                  4.         The   organization  of  the   Specifications   into
                             divisions,   sections,   and   articles,   and  the
                             arrangements  of  Drawings  shall not  control  the
                             Contractor    in    dividing    the   Work    among
                             Sub-Contractors  or in  establishing  the timing or
                             extent of Work to be performed by any trade.

                    5. Words which have  well-known  technical or trade meanings
               are used herein in accordance with such recognized meanings.

                  6.         Written  interpretations  necessary  for the proper
                             execution  or progress of the Work,  in the form of
                             drawings or otherwise, will by issued by EklecCo or
                             its  Agent,  architects  and  engineers,  and  once
                             issued,   shall   become   part  of  the   Contract
                             Documents.

                  7.         Figured  dimensions will take precedence over scale
                             dimensions.  Details  shall  take  precedence  over
                             scale  drawings.  All  dimensions  shall  be  field
                             verified by the Contractor  whenever possible prior
                             to the  commencement of work. The Contractor  shall
                             immediately  report all conflicts and discrepancies
                             in writing to EklecCo.

                  8.         In  the   case  of  an   inconsistency   or   other
                             circumstance giving rise to interpretation  between
                             Drawings and  Specifications or within any Contract
                             Document  not  clarified  by  addendum,  the better
                             quality  or  greater  quantity  of  Work  Shall  be
                             provided by Contractor in accordance  with EklecCo'
                             interpretation at no additional cost to EklecCo.


          D.      COPIES FURNISHED AND OWNERSHIP

                  1.       All  Drawings,   Specifications  and  copies  thereof
                           furnished  by  EklecCo  are,  and  shall  remain  its
                           property.  No part or the whole of any such  Drawings
                           and  Specifications  are  to be  used  on  any  other
                           project,  and, with the exception of one contract set
                           for each party to the  Contract,  any such  documents
                           are to be  returned  to  EklecCo  on  request  at the
                           completion of the Work.


ARTICLE 2- OWNER


         A.       DEFINITIONS

                  I.       The  term  Owner  means  EklecCo,  or its  authorized
                           representative,   irrespective   of  any   title   or
                           designation  given  EklecCo in any  contract  between
                           EklecCo and a third party.


<PAGE>
                    2. The term  EklecCo is the  partnership  formerly  known as
               Pyramid Company of Rockland or its Agent, Thomas J. Valenti.



         B.       INFORMATION TO BE PROVIDED TO CONTRACTOR

                    1.  EklecCo  will furnish  surveys  describing  the physical
               characteristics and legal limits for the Site of the Project.

                  2.         The  Contractor  will  be  furnished  one  copy  of
                             Drawings and Project  Manuals for a  non-refundable
                             fee.  Additional sets will be furnished at the same
                             rate.


          C.      ADMINISTRATTON OF CONTRACT

                  1.        EklecCo will provide general  administration  of the
                            Contract;     Contractor    is    responsible    for
                            administration of the Work. EklecCo is not, and will
                            not act in the  capacity  of a  general  contractor,
                            contractor or construction  manager,  unless, at its
                            sole  option,  it is required to do so by the breach
                            or default of  Contractor.  However,  EklecCo  shall
                            have  no   obligation   to  so  act  as  a   general
                            contractor,  contractor or construction manager, and
                            under no circumstances shall any liability attach to
                            EklecCo for so acting, nor shall EklecCo's so acting
                            relieve Contractor of any of its rights hereunder.

                  2.       EklecCo  shall at all times  have  access to the Work
                           wherever  it  is in  preparation  and  progress.  The
                           Contractor shall provide adequate facilities for such
                           access.

                  3.       EklecCo  may  make  periodic  visits  to the  Site to
                           familiarize  itself  generally  with the progress and
                           quality  of the Work and to  determine  in general if
                           the  Work  is  proceeding  in  accordance   with  the
                           Contract Documents.  Such visits shall not in any way
                           relieve   Contractor  from   Contractor's   sole  and
                           independent  obligation  to assure the  progress  and
                           quality of its Work, and Contractor's coordination of
                           its Work with others.

                  4.       Based  on  observations,  and any  other  information
                           EklecCo   deems   appropriate,   together   with  the
                           Contractor's  Requisition for Payment,  EklecCo shall
                           determine  the  amounts   owing  to  the   Contractor
                           consistent  with the Contract  Documents,  subject at
                           all times to its Lender's approval.


ARTICLE 3- CONTRACTOR


         A.       DEFINITIONS

                  I.       The term  Contractor  means  the  person,  entity  or
                           organization  identified  as such in the Contract and
                           is referred to throughout  the Contract  Documents as
                           if singular in number.  The term Contractor means the
                           Contractor or its authorized representative.


<PAGE>
          B.      REVIEW OF CONTRACT DOCUMENTS


         1.          The  Contractor  shall  carefully  study  and  compare  the
                   Contract  Documents  and  any  Supplementary  Agreement,  and
                   shall,  prior to execution,  report in writing to EklecCo any
                   error,   misstatement,   inconsistency  or  omission  in  any
                   Contract  Documents.  The failure of  Contractor to make such
                   written  report  shall  constitute  a waiver of  Contractor1s
                   right to claim such as an error,  inconsistency,  omission or
                   misstatement  in  the  Contract  Documents  or  Supplementary
                   Agreements.

         2        If the Contractor  performs any construction  activity knowing
                  it involves an error, inconsistency or omission in or from the
                  Contract Documents, the Contractor shall assume responsibility
                  for such  performance and shall bear all costs for correction,
                  and such performance shall constitute a waiver of any claim by
                  Contractor   against   EklecCo,   arising   from  such  error,
                  inconsistency or omission.

         3.       The Contractor shall take all necessary and appropriate  field
                  measurements and observe and identify all conditions and other
                  information   and  make  them,   together  with  the  Contract
                  Documents,   known  to  and  understood  by  its  construction
                  manager,   together   with  the  Contract   Documents   before
                  commencing activities.


C.       SUPERVISION AND CONSTRUCTION PROCEDURES


          1.  Contractor  shall organize,  supervise,  coordinate and direct the
Work, using its best skill and attention.
                   Contractor  shall be solely  responsible for all construction
                  means, methods, techniques,  sequences,  phasing, coordination
                  and  procedures,  and  for  coordinating  and  protecting  all
                  portions of the Work under the Contract.

         2.       In relation to  EklecCo,  Contractor  shall not be relieved of
                  its  obligations  to perform the Work in  accordance  with the
                  Contract  Documents,  either  by  activities  or duties of the
                  Architect,  Engineer  or by tests,  inspections  or  approvals
                  required or  performed by persons  other than the  Contractor,
                  even if hired or paid for by EklecCo.

         3.        The  Contractor   shall  be  responsible  for  inspection  of
                   portions  of the  Work of  other  contractors  as well as the
                   Contractor's  own Work already  performed  to determine  that
                   such other  contractor's  portions are in proper condition to
                   receive   subsequent   Work,   independently   of  any  other
                   inspections which may be applicable to Contractor's Work.


D.       LABOR AND MATERIALS

     I. Unless  otherwise  specifically  noted, the Contractor shall provide and
pay for all labor,  materials,  equipment,  tools,  construction  equipment  and
machinery,  water,  heat,  utilities,  transportation,  and other facilities and
services  necessary for the proper and timely  execution  and  completion of the
Work.

     2. The Contractor  shall use whatever  materials are available which can be
pre-fabricated   provided  such  fabrication  is  consistent  with  the  quality
requirements of the specifications.


<PAGE>
                                                                         EklecCo

     3. The Contractor shall, at all times,  enforce strict discipline,  safety,
cleanliness, proper conduct and good order among its employees, representatives,
consultants, Sub-Contractors and Vendors, and shall not employ on the Project or
for the Work any unfit person or entity or anyone unskilled in the task assigned
to that person or entity.

     4. The  Contractor  shall advise EklecCo of the source from which its labor
will  be  obtained.  If  labor  is  obtained  by the  Contractor  pursuant  to a
collective  bargaining  agreement,  the Contractor  shall provide a copy of such
agreement  to  EklecCo  before  the  commencement  of the  Work at the  Project.
Contractor shall not assign or subcontract any portion of the Work without first
notifying EklecCo and recovering EklecCo's written approval.

     5. Whenever the Contractor  shall have a cause of action in a labor dispute
against a labor  organization  for  injunctive  relief  in the state or  federal
court,  the Contractor  shall have the duty to proceed  forthwith to obtain such
relief.

     6. Within twenty (20) days after the Contract has been executed, Contractor
shall submit to EklecCo three (3) copies of a complete list of major products or
materials proposed for installation,  tabulated by specification  section number
and title, listing the following information:


     a. Name and address of manufacturer/supplier

     b. Trade name

     c. Model and catalog number

     d. Manufacturer's  data, including reference standards and performance test
data.


     7 EklecCo will consider only a formal written request for the  substitution
of products in place of those products specified (the "Specified").

     8. By making a request for  substitution  of  material,  equipment or labor
(the "Proposed Substitute"),  the Contractor shall make such request in writing,
separately for each such substitution and shall:

     a) represent that the Contractor has personally  investigated  the Proposed
Substitute and  determined  that it is equal or superior in all respects to that
Specified;

     b) represent  that the  Contractor  will provide the same  warranty for the
Proposed Substitute that the Contractor would for that Specified;

     c) certify  that the cost data  presented  is  complete  and  includes  all
related costs under this Contract;

     d) coordinate the installation of the Proposed  Substitute,  as accepted by
EklecCo and Tenant, making such changes at Contractor's sole cost and expense as
may be  required  for the  Work to be  complete  in all  respects  according  to
schedule duration and completion;

     e) represent that the Proposed  Substitute complies with all architectural,
engineering  and  local,  state  and  federal  requirements,   rules,  laws  and
regulations;


<PAGE>
     f) provide a list of all effects of  substitution on this Contract or other
contracts; and

     g) designate, as appropriate,  availability of replacement,  maintenance or
repair.

E.       WARRANTY

     1. The  Contractor  warrants to EklecCo  that all  material  and  equipment
furnished under this Contract will be new unless otherwise  specified,  and that
all Work will be of good and workmanlike quality,  free from faults and defects,
fit for its intended purposes and in conformity with the Contract Documents. All
Work not so  conforming  to all these  standards may be considered by EklecCo as
defective.  If required by EklecCo,  the Contractor  shall furnish  satisfactory
evidence as to the kind and quality of materials and equipment.

     2. If required by EklecCo,  Contractor shall provide a Warranty Bond at the
time of  acceptance  of  Contractor's  Work,  which  Warranty  Bond  shall be at
Contractor's  expense,  and  contain,   without  limitation,  a  provision  that
attorney's  fees due EklecCo as obligee  under the Bond are included in the Bond
coverage.


F.       SALES AND USE TAX


     I. The Contractor shall pay sales,  consumer, use and similar taxes for the
Work or any  portions  thereof  provided by the  Contractor  which are  legally,
enacted when bids are  received or  negotiations  concluded,  whether or not yet
effective or merely scheduled to go into effect.


G.       PERMITS. FEES AND NOTICES

     I. The  Contractor  shall timely  secure and pay all permits,  governmental
fees and licenses necessary for the proper execution and completion of the Work,
which are specified as  Contractor's  responsibility  and applicable at the time
the bids are received or negotiations concluded.

     2. The  Contractor  shall  give  all  notices  and  comply  with all  laws,
ordinances,  rules,  regulations  and  orders  of  any  governmental  or  public
authority  bearing on the  performance of the Work. If the  Contractor  observes
that any of the  Contract  Documents  pertaining  to the  Work  are at  variance
therewith in any respect,  it shall promptly notify EklecCo in writing,  and any
necessary changes shall be adjusted by appropriate Modification, at Contractor's
sole cost and expense. If the Contractor performs the Work or any activity which
is contrary to such laws,  ordinances,  rules and regulations,  Contractor shall
assume  full  responsibility  therefore  and shall  bear all costs  attributable
thereto, including indemnification of EklecCo pursuant to the Contract.

     3. The  Contractor  shall  provide all Notices and Samples  required by the
Contract  Documents  in a timely  manner,  best  calculated  to  provide  actual
information and Notice to EklecCo.


     4. The Contractor shall notify EklecCo five (5) days prior to achieving any
construction milestones.

<PAGE>
     5.  Contractor  shall notify EklecCo testing agency at least 72 hours prior
to placing of concrete to allow for inspection.  Nothing  contained herein shall
relieve Contractor from its sole responsibility for engineering and construction
of framework.


H.       SUPERINTENDENT

     1. The Contractor  shall employ a competent,  experienced  and  responsible
Superintendent and necessary  assistants who shall be at the Project Site at all
times during the progress of the Work. The  Superintendent  shall  represent the
Contractor and all  communications  given to or received from the Superintendent
shall be as binding as if communicated with Contractor. The Superintendent shall
be  knowledgeable  of all phases of the Contract  and the Work and  requirements
thereof.

     2. The  Superintendent  shall carry a portable phone at all times and shall
be available to address  questions or  emergencies  at the Site, 24 hours a day,
seven days a week for the duration of the Project.


I.        RESPONSIBILITY FOR THOSE PERFORMING THE WORK


     1. The Contractor shall be fully  responsible for the acts and omissions of
all its employees and all its Consultants,  Sub-Contractors  and Vendors,  their
agents and  employees,  and all other persons  performing  any of the Work under
agreement or contract with the Contractor.


J.       PROGRESS SCHEDULE

     1. Within 48 hours after being awarded the Work,  Contractor shall submit a
detailed  progress  schedule  ("Progress  Schedule")  for the Work for EklecCo's
approval.  The Progress  Schedule  shall be related to the entire Project to the
extent required by the Contract  Documents.  The Project Schedule shall indicate
sequencing  and the dates for the starting and  completion of the various stages
of construction and shall be revised by Contractor as required by the conditions
of the Work  subject to EklecCo  approval,  and  consistent  with the  Contract.
Nothing  contained herein shall change the actual start and completion dates for
all of the Work contained in Article 3 of the Contract.  Failure to provide such
Progress Schedule at any stage shall relieve EklecCo of any responsibility for a
delay claim by Contractor,  in addition to any other remedy otherwise  available
to EklecCo.

     2. The  Contractor  shall  participate  in all schedule and job meetings as
directed by EklecCo.

     3. The Contractor  shall prepare and keep current a schedule of submittals,
for EklecCo's approval, which is coordinated with the Contractor's  construction
schedule and allows EklecCo reasonable time to review submittals.

     4. The Contractor  shall conform to the most recent  written  schedules for
the Project.


<PAGE>
     5. Unless otherwise specified in the Contract Documents,  a normal work day
shall be considered  twelve (12) hours a day, with work commencing at 6:00 A.NI.
and ending at 6.00 P.M.; six (6) days a week. Unless otherwise  specified in the
Contract,  only work necessary to complete the schedule beyond the  Contractor's
Scope of Work Lump Sum Contract Price, may result in Contractor's  request for a
Change Order, pursuant to Section 4.2.1 of the Contract.


K.       DRAWINGS AND SPECIFICATIONS AT THE SITE


     1. The  Contractor  shall maintain at the Site for EklecCo's  benefit,  one
copy of all Drawings,  Specifications,  Addenda,  approved Shop Drawings, Change
Orders and other  Modifications,  in good order and marked to record all changes
made during performance of the Work.

     2. Upon  completion  of the Work,  As-Built  Drawings in a form and content
approved  by EklecCo,  shall be  delivered  by the  Contractor  to  EklecCo.  By
submitting the "As-Built" Drawings, Contractor certifies and represents that the
Work was built as shown on the drawings. This submission shall be a condition to
EklecCo's making Final Payment.

     3. EklecCo may require that the Contractor secure EklecCo's approval of the
current status of the Project Record  Documents prior to submitting each request
for progress payment, at the 30%, 60% and 90% steps of Contract completion.


L.       SHOP DRAWINGS. SUBMITTALS AND SAMPLES

     1.  Shop  Drawings  are  drawings,  diagrams,   illustrations,   schedules,
performance  charts,  brochures  and other  documents  which are prepared by the
Contractor or any  Sub-Contractor,  manufacturer,  supplier or distributor,  and
which illustrate some portion of the Work.

     2. Product Data are illustrations,  standard schedules, performance charts,
instructions,  brochures,  diagrams  and  other  information  furnished  by  the
Contractor to illustrate materials or equipment for some portion of the Work.

     3. Samples are physical examples  furnished by the Contractor to illustrate
materials, equipment or workmanship and to establish standards by which the Work
will be judged by EklecCo.

     4. The  Contractor  shall  review,  stamp with its approval and submit with
reasonable promptness and in orderly sequence,  all Shop Drawings,  Product Data
and Samples  required by the Contract  Documents or by EklecCo so as to cause no
delay in the Work or in the work of any other contractor. Shop Drawings, Product
Data and Samples shall be properly  identified  as specified,  or as EklecCo may
require.  At the time of  submission,  the  Contractor  shall inform  EklecCo in
writing of any deviation in the Shop  Drawings or Samples form the  requirements
of the Contract Documents.


<PAGE>
                                                                         EklecCo


     5. By approving and submitting Shop Drawings, Product Data and Samples, the
Contractor  thereby  represents  that it has  determined  and verified all field
measurements,  field  construction  criteria,  materials,  catalog  numbers  and
similar data, or w ill do so, and that it has checked, coordinated and conformed
each submittal with the requirements of the Work and of the Contract Documents.

     6.  The  Contractor  shall  direct  specific  attention  in  writing  or on
resubmitted  Shop Drawings to revisions  other than the correction  requested by
EklecCo or its architects or engineers on previous submissions.

     7.  Approval of Shop  Drawings,  Product  Data or Samples by EklecCo or its
Agent shall not relieve  Contractor of responsibility for any deviation from the
requirements of the Contract Documents unless Contractor has informed EklecCo in
writing  of such  deviation  at the time of  submission  and  EklecCo  has given
written approval to the specific  deviation.  In no event shall such approval by
EklecCo relieve  Contractor from  responsibility  for errors or omissions in the
Submittals.

     8. No portion of the Work requiring a Shop Drawing,  Product Data or Sample
submission  shall be commenced until the submission has been approved by EklecCo
and Tenant's Appropriate  Consultant.  All such portions of the Work shall be in
accordance with approved Shop Drawings, Product Data and Samples.


M.       USE OF SITE

     1. The Contractor  shall confine  operations at the Site to areas permitted
by law, ordinances, permits, the direction of EklecCo and the Contract Documents
and shall not  unreasonably  encumber the Site with  materials or equipment,  or
interfere with access to or use of the Site by others.

     2. Upon reasonable Notice from EklecCo,  or reasonable request from another
Contractor due to staging or sequencing  requirements,  Contractor shall move or
relocate materials or equipment as directed, at no cost to EklecCo.


N.       CUTTING AND PATCHING WORK


     1. The  Contractor  shall do all  cutting,  fitting or patching of its Work
that may be required to make its several  parts fit together  properly and shall
not endanger any Work by cutting,  excavating or otherwise  altering the Work or
any part of it, unless specifically noted otherwise.


O.       CLEANING UP

     1. On a daily basis,  Contractor shall keep the areas affected by its Work,
and the Work, free from accumulation of waste materials or rubbish caused by its
operations.  Throughout its Work and at the  completion of the Work,  Contractor
shall remove all its waste  materials  and rubbish from and about the Project as
well as all its tools, construction equipment,  machinery and surplus materials,
and shall  clean  all glass  surfaces  and leave the Work  "broom  clean" or its
equivalent, except as otherwise specified. The failure of Contractor to comply


<PAGE>
     with this condition  shall entitle EklecCo to arrange for such clean up and
rubbish removal services as EklecCo in its sole discretion deems necessary,  and
to Back Charge  Contractor for the actual or apportioned costs of same, plus all
applicable administrative charges.

P.       ACCESS TO WORK


     1. The Contractor  shall provide  EklecCo access to the Work in preparation
and progress wherever located, at all times.


Q. ROYALTIES AND PAYMENTS


     1. The  Contractor  shall pay all royalties  and license  fees.  Contractor
shall  defend  all suits and claims for  infringement  of any patent  rights and
shall  save  EklecCo  harmless  from  all  loss  on  account  thereof  including
reasonable attorneys fees and litigation expenses,  except that EklecCo shall be
responsible for all such loss when a particular  design,  process or the product
of  a  particular  manufacturer  or  manufacturers  is  specified,  but  if  the
Contractor has reason to believe that the design,  process or product  specified
is an  infringement  of a patent,  the Contractor  shall be responsible for such
loss unless it promptly gives such information to EklecCo.


ARTICLE-4 SUB-CONTRACTORS


         A.       DEFINITION

     I.A Sub-Contractor is a person or organization who has a direct or indirect
agreement or contract  with a Contractor  to perform any of the Work at the Site
and includes,  where appropriate,  Vendors. The term "SubContractor" is referred
to  throughout  the  contract  Documents  as if  singular  in number and means a
SubContractor or any authorized  representative thereof. All subcontractors must
appear on a list submitted by Contractor pursuant to Section B4 below.

     2. Nothing contained in the Contract Documents shall create any contractual
relation between EklecCo and any Sub-Contractor.


     B. AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

     1. Unless otherwise  specified in the Contract  Documents or in the bidding
requirements,  the Contractor  shall furnish in writing to EklecCo with its bid,
and update not later than 10 days after Notice of Award,  the  following:  (a) a
list of the principal  portions of the Work and the names of persons or entities
responsible for


<PAGE>
     each one;  (b) the names of persons or entities  proposed as  manufacturers
for each of the products identified in the Scope of Work, and, where applicable,
the  name  of  the  installing   Sub-Contractor;   (c)  a  Sub-Contractor/Vendor
Evaluation Sheet for each Sub-Contractor or Vendor listed by Contractor pursuant
to this  paragraph,  and EklecCo shall promptly notify the Contractor if EklecCo
has reasonable  objections to any Sub-Contractor or Supplier on such list; (d) a
copy of each contract with each  Sub-Contractor  or Supplier,  or an abstract of
the terms of such contracts.


     2. The Contractor shall not contract with any Sub-Contractor, Vendor or any
person  or  organization  (including  those  who  are to  furnish  materials  or
equipment  fabricated to a special design) proposed for any portions of the Work
designated  in the  Contract  Documents,  who has been  rejected  by  EklecCo or
Tenant.  The Contractor will not be required to contract with any Sub-Contractor
or person or organization against whom it has a reasonable objection.

     3. If in its sole judgment and discretion, EklecCo a Tenant or municipality
or  governing  body  having   jurisdiction  over  work  refuses  to  accept  any
Sub-Contractor,  Vendor or person or  organization  on a list  submitted  by the
Contractor  in response  to the  requirements  of the  Contract  Documents,  the
Contractor shall submit an acceptable substitute within three (3) business days.

     4. The Contractor shall not make any substitution for any Sub-Contractor or
person or organization  who has been accepted by EklecCo unless the substitution
is accepted in advance in writing by EklecCo.

     5.  Contractor  shall not enter into any Subcontract the terms of which are
in conflict with the Contract and Contract  Documents.  Contractor  shall make a
part of its  contracts  or  Purchase  Orders  with  Sub-Contractors  and Vendors
respectively,  all such terms and  requirements  as are  necessary  to make such
sub-contracts and Purchase Orders in compliance with the Contract Documents, and
to promote the timely, efficient and effective goals of the Contract Documents.

     6. Nothing in this section shall be  interpreted or construed to create any
obligation of EklecCo to any Sub-Contractor, potential Sub-Contractor, Vendor or
Supplier,  except as provided under the statutory and common law of the State of
New York.


C.       SUBCONTRACTUAL RELATIONS

     I. All work  performed  for the  Contractor  by a  Sub-Contractor  shall be
pursuant to an  appropriate  written  agreement  between the  Contractor and the
Sub-Contractor    (and   where   appropriate    between    Sub-Contractor    and
Sub-sub-contractors) which shall, at a minimum, contain provisions that:

     a.  Preserve  and protect  the rights of EklecCo  under the  Contract  with
respect  to  the  Work  to be  performed  under  the  subcontract  so  that  the
subcontracting thereof will not prejudice such rights; and

     b. Require that such Work be performed in accordance with the  requirements
of the Contract Documents; and



<PAGE>
     c. Require  submission to the Contractor of applications for payments under
each  subcontract to which the Contractor is a party in proper form and within a
reasonable  time to enable the  Contractor to apply for payment and which comply
with EklecCo's payment terms; and

     d. Contain a waiver all rights the contracting parties may have against one
another  for  damages  caused by fire or other  perils  covered by the  property
insurance, except such rights as they may have to the proceeds of such insurance
held by EklecCo as trustee; and

     e. Require as a condition of each payment, submission of a "Payment Receipt
and Waiver of Right to File Lien" to the  Contractor  in the format  required by
EklecCo; and

     f. Contain all such provisions as are required for compliance by Contractor
with the Contract,  EklecCo's  Construction or Permanent Loan  Agreement,  other
contractor's contracts,  any contract with the Town of Clarkstown,  State of New
York, The United States, any lender and any Contract between EklecCo and Tenant.


ARTICLE 5- SEPARATE CONTRACTS


         A.       OWNER'S RIGHT TO AWARD SEPARATE CONTRACTS


     I. EklecCo  reserves the right to award  separate  contracts in  connection
with separate  portions of the Project under these or similar  Conditions of the
Contract.  This has been  carefully  considered by the Contractor in formulating
and submitting its bid to EklecCo.

     2. When  separate  contracts  are  awarded  for  different  portions of the
Project,  the  "Contractor" in the Contract  Documents in each case shall be the
Contractor who signs each separate contract.


         B.       RESPONSIBILITY AMONG CONTRACTORS

     1. The Contractor shall afford other contractors reasonable opportunity for
the  introduction and storage of their materials and equipment and the execution
of their work and shall properly connect and coordinate its Work with theirs.

     2. The Contractor shall inspect and promptly report to EklecCo any apparent
discrepancies  or  defects  in such  work by other  contractors  that  render it
unsuitable for such proper  execution and results.  Failure of the Contractor to
inspect and report shall constitute acceptance of the other contractor's work as
fit and proper to receive the Contractor's  Work, except as to defects which may
develop in the other  contractor's  work after the execution of the Contractor's
Work,  in which  case,  Contractor  shall be  responsible  to settle any dispute
between it and any such other contractor.


<PAGE>
                                                                         EklecCo


     3. The  Contractor  shall  promptly  remedy any damage to the Work, or work
area of others, caused by the Contractor,  to be completed prior to construction
by other contractors.  All such remedial work shall be considered as part of the
Contract Work.

     4. If another contractor brings a claim against EklecCo,  on account of any
costs or damages alleged to have been sustained by such other  contractor to its
work or by delay in the  availability  or access to its work area,  by reason of
the act, omission or conduct of Contractor, EklecCo shall notify the Contractor,
who shall defend such proceedings at the Contractor's  sole expense,  and if any
judgment  or award  against  EklecCo  arises  therefrom,  the  Contractor  shall
indemnify and hold EklecCo, its partners, agents, representatives and employees,
harmless  and shall  promptly  pay or satisfy any  judgment or award,  and shall
reimburse EklecCo for all reasonable  litigation costs and attorney's fees which
EklecCo has incurred.


ARTICLE 6- PAYVIENTS AND COMPLETION


         A.       SCHEDULE OF VALUES

     1. Before the  Contractor  commences the Work,  Contractor  shall submit to
EklecCo a Schedule  of Values of the  various  portions  of the Work,  including
quantities,  aggregating  the  total  consideration,  fairly  divided  so  as to
facilitate  payments  to  Contractor,  prepared  in such form as  acceptable  by
EklecCo,  and supported by such data to substantiate  its correctness as EklecCo
may  require.  Each item in the Schedule of Values  shall  include  Contractor's
proper share of  applicable  taxes,  overhead and profit.  This  schedule,  when
approved by EklecCo,  shall be used as a basis for the Contractor's  Requisition
for Payment, but may not be used by Contractor for any other purpose.


         B.       SUBSTANTIAL COMPLETION

     1. Substantial Completion is the stage in the progress of the Work when the
Work or designated  portion thereof is sufficiently  complete in accordance with
the  Contract  Documents  so  EklecCo  can  occupy or  utilize  the Work for its
intended use, and EklecCo can obtain a  certificate  of occupancy or other local
approval for the Work, if appropriate.

     2. When the  Contractor  considers  that the Work, or a portion  thereof is
substantially complete, EklecCo shall prepare and submit to Contractor, prior to
EklecCo's  acceptance,  a  comprehensive  list (the "Punch List") of items to be
completed or corrected.  The Contractor  shall proceed  promptly to complete and
correct  items on the Punch  List.  Failure to include an item on the Punch List
does not alter the  responsibility  of the  Contractor  to complete  all Work in
accordance with Contract Documents.

     3.  Upon  receipt  of the  Contractor's  Punch  List,  EklecCo  and/or  the
municipality  or governing body having  jurisdiction  over the Work will make an
inspection  to  determine  whether  the Work or  designated  portion  thereof is
substantially  complete.  If EklecCo's inspection discloses any item, whether or
not included on the Contractor's Punch List, which is not in accordance with the
requirements of the Contract Documents, the


<PAGE>
                                                                         EklecCo


     Contractor  shall complete or correct each such item. The Contractor  shall
then submit a request for another inspection by EklecCo to determine Substantial
Completion.


         C.       FINAL COMPLETION AND FINAL PAYMENT

     I. Upon receipt of  Contractor's  written Notice that the Work is ready for
final  inspection  and  final  acceptance,  EklecCo,  and such  others as may be
designated by a Tenant or Lender, will make such inspection.

     2. Neither Final  Payment,  nor any remaining  retained  percentage,  shall
become due until the Contractor submits to EklecCo the following:

     a. An affidavit or  certificate  that  payrolls,  bills for  materials  and
equipment  and  other  indebtedness  connected  with the Work  have been paid or
otherwise satisfied, including but not limited to "Payment Receipt and Waiver of
Right to File  Lien" from  Sub-Contractors  and  suppliers,  other  releases  or
waivers of liens and claims,  and releases of security  interest or encumbrances
arising  out of the  Contract,  together  with  an  executed  agreement  whereby
Contractor  indemnifies and holds harmless  EklecCo and from any claim or matter
which  might  arise  from a breach of  Contractor's  representation  of  payment
described  herein,  to the  extent  and in  such  form as may be  designated  by
EklecCo;

     b. A one-year guarantee or warranty of the Work which runs from midnight of
the day upon which all the Work was finally accepted;

     c. All guarantees,  warranties and service manuals for equipment installed,
in a form approved by EklecCo;

     d. Project  Record or "As-Built"  drawings  approved by EklecCo and Tenant;
and

     e.  Final  acceptance  of the Work by the  Owner,  Construction  Lender and
Tenant, as applicable.


ARTICLE 7- PROTECTION OF PERSONS AND PROPERTY


          A.      SAFETY OF PERSONS AND PROPERTY

     1. The Contractor shall take all reasonable  precautions for the safety of,
and shall provide all reasonable  protection to prevent  damage,  injury or loss
to:

     (a) all employees of the Contractor or who are performing the Work, and all
other persons who may be affected thereby; and

     (b) all the  Work  and  all  materials  and  equipment  to be  incorporated
therein,  whether  in  storage  on or off the Site,  under the care,  custody or
control of the Contractor or any of its Sub-Contractors; and


<PAGE>
                                                                         EklecCo

     (c)  other  property  at the Site or  adjacent  thereto,  including  trees,
shrubs,  lawns,  walks,  pavements,   roadways,  structures  and  utilities  not
designated for removal, relocation or replacement in the course of construction.

     2. Contractor  shall comply with all applicable  laws,  ordinances,  rules,
regulations and lawful orders of any public  authority  having  jurisdiction for
the health and safety of the  public,  persons  or  property  or to protect  the
public,  persons or property from damage, injury or loss. Contractor shall erect
and maintain,  as required by existing  conditions and progress of the Work, all
necessary safeguards for health,  safety and protection,  including the erection
and  maintenance of barriers and the posting and maintenance of danger signs and
other warnings against hazards, as promulgating safety regulations and notifying
owners and users of adjacent utilities.

     3. When the use or storage of  explosives or other  hazardous  materials or
equipment  is necessary  for the  execution of the Work,  the  Contractor  shall
exercise  the  utmost  care  and  shall  carry  on  such  activities  under  the
supervision of properly  qualified  personnel,  and in compliance with all laws,
rules and regulations;

     4. All  damage or loss to any  property  referred  to in  Article 7 A-I (b)
above,  shall be remedied by the Contractor.  All damage or loss to any property
referred to in Article 7A-l (c) above,  caused by the Contractor,  its employees
or agents shall be remedied by the Contractor, at Contractor's cost and expense.

     5. Contractor  shall designate a responsible  member of its organization at
the Site whose duty shall be the  prevention of accidents.  This person shall be
the  Contractor's  superintendent  unless  otherwise  designated  in  writing to
EklecCo by the Contractor.

     6. Contractor shall not load or permit any part of the Work to be loaded so
as to endanger its safety.

     7. Contractor  shall be responsible for identifying and giving EklecCo,  in
writing, Notice of any safety hazards immediately upon discovery.


B.       FIRE PROTECTION

     1. Contractor is to develop and follow a fire fighting  program through out
all phases of any construction  and demolition Work involved.  The program shall
provide  for  Contractor  to  maintain  at the Site of the Work  effective  fire
fighting equipment (the "Fire Fighting  Equipment")  Sufficient to meet all fire
hazards related to the Work as they occur.

     2. The Fire Fighting  Equipment shall be conspicuously  located and readily
accessible  at all times,  and be maintained  in operating  condition.  The Fire
Fighting Equipment shall include,  but is not limited to, a fire extinguisher of
a type  suitable  for  extinguishing  all types of fire that may ignite from the
combustible materials and equipment in the Contractor's scope of Work.


C.        EMERGENCIES



<PAGE>
     1. In any emergency affecting the safety of persons or properly, Contractor
shall act,  using its  discretion  reasonably  applied,  to  prevent  threatened
damage, injury or loss.



ARTICLE 8- INSURANCE


          A.       CONTRACTOR'S LIABILITY INSURANCE


     1. Original Certificates of lnsurance,  in accordance with the requirements
of the Contract  Documents,  acceptable  to EklecCo  shall be filed with EklecCo
prior to commencement of the Work. These  certificates shall contain a provision
that  coverages  afforded under the policies will not be canceled until at least
forty-five  (45) days after  written  Notice has been  given to  EklecCo.  Where
required  by  Tenant  or  Lender,  Tenant  and/or  Lender  shall  be named as an
Additional  Named  Insured.  In  addition,  where  required by Tenant or Lender,
Contractor shall purchase and keep in force, Contractor's Liability Insurance in
Contractor's  name insuring any of Contractor's  Indemnification  obligations to
EklecCo under the Contract.

     2. In the event  Contractor  shall fail to obtain or maintain any Insurance
required by the Contract,  EklecCo shall have the right, but not the obligation,
without notice immediately to purchase such Insurance, all of the costs of which
shall be  reimbursed  to  EklecCo  by  Contractor  either  directly,  or through
non-contestable Back charge, at EklecCo's option.


 ARTICLE 9- UNCOVERING AND CORRECTION OF WORK


         A.       UNCOVERING THE WORK

     1. If any Work should be covered by  Contractor  ("Covered  Work"),  (or by
another as a result of Contractors  direction,  acts or omissions)  prior to any
necessary  inspection,  including  an  inspection  by EklecCo,  or any  building
inspector  having  appropriate  jurisdiction,  Contractor  must,  if required by
EklecCo or such inspector,  uncover the Covered Work for inspection, and recover
it at the Contractor's sole expense, without Modification Agreement,  and, if at
all possible, without change in Contract duration or schedule.


         B.        CORRECTION OF WORK

     1. Contractor shall promptly  correct all Work rejected by EklecCo,  Tenant
or Lender as  defective  or as failing to  conform  to the  Contract  Documents.
Contractor shall bear all cost of correcting such rejected Work,


<PAGE>
     including the cost of the architect's,  engineer's,  consultant's EklecCo's
additional services thereby made necessary.

     2. If, within one year after the Date of Final Completion and Acceptance by
EklecCo or within such longer  period of time as may be  prescribed by law or by
the terms of any applicable  conditions required by the Contract Documents,  any
of the Work is found to be  defective  or not in  accordance  with the  Contract
Documents,  Contractor  shall  correct it  promptly  after  receipt of a written
notice from EklecCo to do so, unless EklecCo has previously  given  Contractor a
specific written acceptance of such condition of defect or non-compliance.

     3. All defective or  non-conforming  Work shall be removed from the Site if
necessary and the Work shall be corrected to comply with the Contract  Documents
without cost to EklecCo.  The Contractor  shall bear the cost of making good all
work,  including work of others destroyed or damaged as a result of such removal
or correction.

     4.  If   Contractor   fails  to  remove  and  correct  such   defective  or
non-conforming  work,  EklecCo may remove and  correct  it, at the  Contractor's
expense, pursuant to the Contract Documents.


          C.       ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK


     1. If EklecCo prefers to accept defective or non-conforming work, it may do
so instead of  requiring  removal and  correction,  in which case a Change Order
will be issued to reflect an  appropriate  reduction in the Contract Sum, or, if
the amount is  determined  after  final  payment,  it shall be paid  promptly by
Contractor.


 ARTICLE 10-PERFORMANCE BOND


     A.  Contractor  shall  indicate  that it can  furnish  bonds  covering  the
faithful  performance of the Contract and the payment of all obligations arising
thereunder,  including performance of its Work, payment of its bills. removal of
liens and warranty of work, if; and as required in the Contract Documents.


 ARTICLE 11 -TESTS


     A. If the Contract Documents,  or any applicable laws,  ordinances,  rules,
regulations,  orders or permit or approval  conditions  of any public  authority
having  jurisdiction  require  any Work to be  inspected,  tested  or  approved,
Contractor  shall  give  EklecCo  and such  public  authority  timely  notice of
readiness  and of the date  arranged,  so EklecCo and such public  authority may
make such  inspection,  testing  or  approval.  Unless  the  Contract  Documents
specifically  provide  otherwise,  Contractor  shall  bear  all  costs  of  such
inspections,  tests and approvals,  and any Work necessary after inspection,  to
gain any required approvals.


<PAGE>
     B.  If  EklecCo  reasonably  determines  that  any  Work  requires  special
inspection,  testing,  or approvals which Article II,  Subparagraph A above does
not include,  EklecCo will instruct Contractor to order such special inspection,
testing or approval.  If such special inspection or testing reveals a failure of
the Work to comply (I) with the  requirements  of the Contract  Documents or (2)
with any applicable laws, ordinances,  rules,  regulations,  orders or permit or
approval  conditions of any public  authority  having  jurisdiction,  Contractor
shall  bear  all  costs   thereof;   including  any   architect's,   engineer's,
consultant's or agent's additional  services made necessary by such failure.  If
such  special  testing or  inspection  reveals that the Work  complies  with the
Contract and applicable laws, EklecCo shall bear all costs thereof.

     C.  Contractor   shall  timely  provide  to  EklecCo  all  certificates  of
inspection and testing  pursuant to its Scope of Work,  based upon inspection of
the Work; inspection to be done by others.  EklecCo shall provide inspection and
testing services, as outlined in Section 2.10 of this Contract.


     D. Neither an inspection, nor observations by EklecCo of inspections, tests
or approvals by Contractor or any other  persons shall relieve  Contractor  from
its obligations to perform the Work in accordance with the Contract Documents.


     E. Contractor  shall  indemnify,  defend and hold harmless  EklecCo and its
agents, employees, partners,  representatives.  successors,  attorneys, insurers
and  assigns  from  any  and  all  claim,   causes  of  action,   cross  claims,
counterclaims,  third-party  actions  or  matters,  whether in law or in equity,
arising from or relating to EklecCo's  usage or reliance upon tests or documents
required and secured under this section.


 ARTICLE 12- PROJECT MEETINGS


         A.       GENERAL PROVISIONS

     1. PURPOSE

     To provide a forum for the  Contractors  on the  Project to have an orderly
daily  review  during  progress  of  the  Work,  for  systematic  discussion  of
coordination,   scheduling  and  details.   EklecCo  will  require   Contractors
participation at project meetings  throughout the construction  period,  to meet
their contractual obligations and to take all necessary action to keep the Work,
the  Project and Site  operating  smoothly  and  efficiently,  without  delay or
interruption, during construction of the Project.

     2. For those persons designated by the Contractor to attend and participate
in project meetings.  Contractor shall provide required  authority to commit the
Contractor to solutions agreed upon in the project meetings.


         B.        EXECUTION

                  1.       MEETING SCHEDULE


<PAGE>
     a.  Project  meetings  will be held daily at 6:30 a.m.  or at such other or
additional time as designated by EklecCo.

     b. Contractor will be subject to a fine of S200 for each missed meeting.


     2. MEETING LOCATION

     a.  EklecCo  will  establish  a meeting  location.  To the  maximum  extent
practicable,  meetings  will  be  held  on the job  site,  at a  location  to be
determined by EklecCo.


     3. PROJECT MEETINGS

     a. Attendance

     i.  Contractor's  Superintendent  is  required  to  attend  each and  every
meeting. 

     ii. To the  maximum  extent  practicable,  Contractor  will assign the same
person or persons to represent  the  Contractor at project  meetings  throughout
progress  of the Work.  Whoever  is  assigned  is  expected  to be  sufficiently
knowledgeable  and  experienced  to  provide  meaningful   participation.   

     iii.  Subcontractors,  materials  suppliers,  and  others may be invited to
attend those project meetings in which their aspect of the Work is involved.

     b. Typical agenda

     i. Contractors'  Review progress of the Work since last meeting,  including
status of submittals for approval.  

     ii.  Contractors'  Review  coordination  of work with  other  trades.  

     iii.  Contractors'  Review schedules.  

     iv.  Contractors'  Identify  problems  which  impede  planned  progress.  

     v Contractors' Develop corrective measures and procedures to regain planned
schedule. 

     vi.  Contractors'  Review  quality issues 

     vii.  Contractors'  Review  safety  issues  

     viii. Complete other current business.

     c. EklecCo's participation in Project meetings

     1. EklecCo may, but need not have a representative attend Project meetings.
Such  attendance at a Project meeting by a EklecCo  representative  shall be for
informational  purposes only unless intervention by EklecCo is required pursuant
to the terms of the Contract.


<PAGE>
         ARTICLE 13- SUBNTITTALS AND SUBSTITUTIONS


                  A.       GENERAL

     1. DESCRIPTION


     a. Work included: Create submittals required by the Contract Documents, and
revise and  resubmit as necessary to  establish  compliance  with the  specified
requirements.

     b. Related Work:

     i.  Documents  affecting  work  of  this  Article  include,   but  are  not
necessarily limited to, the General Conditions,  Supplementary  Conditions,  and
Division I of these Specifications.

     ii.  Individual  requirements  for  submittals  also  may be  described  in
pertinent Articles of the Specifications.

     iii.  Contractor  must submit  Material  Safety Data Sheets  (MSDS) for all
potentially hazardous chemicals or materials to be used in Contractor's scope of
work.

     c. Work not included:

     i.  Non-required  submittals  will  not  be  reviewed  by  EklecCo  or  its
Consultants.

     ii. The  Contractor  may require  its  subcontractor  to provide  drawings,
setting  diagrams and similar  information to help coordinate the Work, but such
data shall remain between the Contractor and its  subcontractors and will not be
reviewed by EklecCo or its Consultant.

     2. QUALITY ASSURANCE

     a. Coordination of submittals:

     i. Prior to each submittal,  carefully review and coordinate all aspects of
each item being submitted.


<PAGE>
     ii.  Verify that each item and the submittal for it conform in all respects
with  the  specified   requirements.   Contractor  is  solely   responsible  for
correctness of dimensions and quantities and fitting to other work; verification
of physical  interrelation of elements of the Work from plans and specifications
and in the field; fabrication procedures;  construction methods;  techniques and
sequences.


     iii.  Contractor is to review,  sign and stamp each submittal.  By affixing
the  Contractor's  signature and stamp to each submittal,  Contractor  certifies
that coordination has been performed. Submittals will not be reviewed by EklecCo
or Consultant without prior review by the Contractor.

     b. Substitutions:

     i. The  Contract is based on the  standards of quality  established  in the
Contract  Documents.  EklecCo reserves the right to decline  Substitutions which
are not listed at time of bidding.

     ii. The  following  products do not  require  further  approval  except for
interface with the Work:

     A) Products specified by reference to standard  specifications such as ASTM
and similar standards.

     B) Products specified by manufacturer's name and catalog model number.

     iii.  Do not  substitute  materials.  equipment.  or  methods  unless  such
substitution has been  specifically  approved in writing,  in advance,  for this
Work by EklecCo.

     c. "Or equal":

     i.  Where  the  phrase  "or  equal",  or  "or  equal  as  approved  by  the
Consultant", occurs in the Contract Documents, do not assume that the materials,
equipment,  or  methods  will be  approved  as  equal  unless  the item has been
specifically so approved for this Work in advance, in writing by the Consultant,
offer notice to EklecCo.

     ii. The decision of the Consultant as approved by EklecCo shall be final.

     SUBMITTALS

     a. Make  submittals of Shop Drawings,  Samples,  substitution  requests and
other items in accordance with the provisions of this Section.


<PAGE>
                                                                         EklecCo


     4. SUBSTITUTIONS

     a. All  substitution  recommendations  will also require the submittal of a
complete  listing  of  all  other  work  areas  which  may  be  affected  by the
substitution  along with a list of costs savings  potential before and after all
affected areas have been factored. EklecCo will rely on such listing.


     B. PRODUCTS

     1. SHOP DRAWINGS

     a. Scale and  measurements:  Shop  Drawings are to be made  accurately to a
scale  sufficiently  large to show  all  pertinent  aspects  of the item and its
method of connection to the Work.

     b. Types of prints required:

     i. Submit Shop Drawings in the form of one sepia transparency of each sheet
plus three blue line or black line prints of each sheet.

     ii. Blue prints alone will not be acceptable.

     c.  Review   comments  of  the  Consultant  will  be  shown  on  the  sepia
transparency when it is returned to the Contractor.  The Contractor may make and
distribute such copies as are required for its purposes.


     2. MANUFACTURERS' LITERATURE

     a.  Provide  Sample(s)  identical  to the  precise  article  proposed to be
provided. Identify per Section C. I. below.

     b. Number of Samples required:

     i. Unless  otherwise  specified,  submit  Samples in the quantity  which is
required  to be  returned,  plus two  which  will be  retained  by  EklecCo  and
Consultant.

     ii. By written  pre-arrangement  in specific  cases, a single Sample may be
submitted for review and, when approved,  be installed in the Work at a location
agreed upon by EklecCo.

<PAGE>
                             PRIVILEGED CONFIDENTIAL
                                   MEMORANDUM


TO:         E-076S File Steel Erection
FROM:       Jim Bold
DATE:       June 12, 1996
RE:         A meeting between Joe Polito, Ron Polito, and Jim Bold


     The purpose of the  meeting  was to discuss the US Bridge of New York,  Inc
proposal relating to Palisades Center

     Ron and Joe Polito  presented their revised  pricing,  which reflected some
revised union work rule changes and some additional  aggressive pricing on their
part from a management  stand point.  Their  revised  price at the on set of the
meeting was  $8,500,000.00.  We continued the discussions  relative to schedule,
specifically  discussing  Tower I and our need for  accelerating  their proposed
schedule for Tower I as it relates to the turn over of the Home Depot space. The
issue of  accelerating  the Tower I  schedule  ended up as shift  work using two
shifts  on Tower I of  seven  hours  each  with a make up day on  Saturday.  Joe
discussed  with both the Operating  Engineer's  union and the Iron Workers Union
the  proposed  arrangement.  They both  agreed that the shift work for the steel
would be at straight  time,  plus the make up on Saturday at straight  time. The
operating engineers agreed to man both shifts at straight time. We finalized the
negotiation  at $8  200.000.00.  Joe responded  that was  agreeable,  but with a
two-week pay cycle. I took it back to the group and the group  countered  saying
we would only be able to make one intermediate payment to US Bridge of New York,
Inc. relating only to the Tower I portion.

     Our final agreement is $8,200,000.00 with one intermediate  payment and our
previously  agreed upon payment  terms that are invoice on the 25th,  pay on the
15th with a 2% discount.


<PAGE>
                                        MEMORANDUM

TO:          E-0765 File. Steel Erection

FROM:        Jason Teller

DATE:        June 12, 1996

RE:          A meeting between Ron and Joe Polito of US Bridge of New York, Inc.

ATTENDEES:

EklecCo:   Jason Teller
             Pete Teller
             Jim Bold
             Mike Barney


     Pete started the meeting by  explaining  that prior to this award we wanted
to go through a few  additional  issues We may have covered some of those issues
already  and some may not have been,  but we just wanted to clarify  them.  Once
discussed,  Jason  will  dictate a  memorandum  and this  memorandum  will be an
exhibit to the contract should we award to US Bridge of New York, Inc.

     The first issue was the union  situation.  US Bridge of New York, Inc. is a
union  contractor and Pete Teller stated that we do not want any problems on the
site, EklecCo does not want disharmony. EklecCo has no problem with US Bridge of
New York, Inc. functioning as a union contractor,  but did not want any problems
with any of the other contractors on the site. For example,  if US Bridge of New
York,  Inc.  has a master  mechanic  on site,  this  will not  effect  any other
contractors  working  there.  This is not a union job, it is an open shop with a
prevailing wage  agreement.  If there were any union trouble makers on the site,
we would  expect them to be removed.  Joe Polito  responded,  "My workers on the
site are iron workers, not organizers, so we will remove them if necessary". Joe
also  added,  "There will be a two gate system in place if needed and my workers
will  honor a two-gate  system  and  continue  to work if  necessary  because my
workers will use it if there are pickets."

     Pete  Teller then  explained  he thought it was a good time to bring up the
prevailing  wage agreement  that EklecCo has signed with the unions.  The unions
and  EklecCo  have agreed to work in  harmony.  Pete  Teller  stated that if the
unions  were to  picket  this  job for any  reason,  it  would  then  void  this
prevailing  wage  agreement.  Joe  responded,  "I know how the agreement was put
together."

     Pete Teller then asked Mike Barney to review his discussions on flexibility
and schedule,  realizing we have covered it several times but also this morning.
Mike  exclaimed that due to possible land problems in Phase lit may be necessary
to do some of the erection,  possibly area 7 and area 8, out of sequence or at a
later date. Joe Polito agreed that they had discussed this earlier and whatever



<PAGE>
     areas that EklecCo  needs US Bridge of New York,  Inc can adjust the timing
on  areas 7 and 8. He can do the  other  areas  out of  sequence  as long as the
fabricator  can supply  his two  cranes  that he will have in each area Joe also
stated, "If necessary, we would shut down the cranes and remobilize

     Joe Polito then  brought up the  roadways he is expecting to see out on the
site. He needs two strips down the pad. I noted that the entire building pad has
a 3.5' lift of stone, geogrid, and fabric serving as a construction mat and this
should be  sufficient.  Pete  Teller  brought up the soft area that we  recently
encountered  near Tower 3, where the mud wave  occurred,  and that it would be a
good idea to avoid this area when  erecting.  Joe Polito  stated,  "That is what
Mike Stewart does out on the site and we can work around it."

     Pete  Teller  then  asked  Jim  Bold to  review  the  shift  work  that was
negotiated earlier today for Tower 1. Jim explained that basically the agreement
was that US Bridge of New York,  Inc.  would  employ two seven hour back to back
shifts  each day and  that  they  would  have a make up day on  Saturdays.  This
agreement went for iron workers as well as operators.  Saturdays will serve as a
rain day make up. This allows us to accelerate the Tower 1 schedule  beyond what
is shown in the contract  schedule but we are unable to ascertain  the effect it
will have on the schedule at this point. Joe Polito agreed with this assessment.
Joe stated,  "I can only agree to  durations  at this point for  schedule.  Only
after I meet  with  the  foundation  contractor,  fabricators,  and see the site
progress can I nail down the exact dates."

     Pete  Teller  thought  it  was  a  good  time  to  bring  up  the  contract
administrators  that  EklecCo  has out in the field are  basically  out there to
administer  the  contract.  They  really  do not  have a  tremendous  amount  of
knowledge  of  construction,  so EklecCo is relying  heavily on US Bridge of New
York, Inc. as experts in the steel erection area." Joe stated, "I understand".

     Pete  Teller  stated,  "I hope that I can say with a straight  face that US
Bridge of New York,  Inc.  has had  adequate  time to review the drawings as the
negotiations  have been going on since March."  Everyone  laughed and Joe Polito
responded, "Yes. we have had plenty of time and we know the drawings very well."

     US Bridge of New York,  Inc.  has had  plenty of time to review  the plans,
accepts them,  and are  comfortable  with the plans.  Joe Polito asked about the
survey on the site,  what would be  provided.  I  explained  to Joe Polito  that
EklecCo has  provided a benchmark  and two column  lines that  intersect  at one
column point.  The foundation  contractor  then takes it to do all of his layout
that US Bridge of New York,  Inc. will then survey and  continue.  US Bridge has
been  told  that  the   responsibility   for  the   survey  is  theirs  and  the
responsibility for the anchor bolts is handed from the foundation  contractor to
them and it is US Bridge of New York, Inc.'s responsibility to review and accept
them if they are correct or work out any problems  directly with the  foundation
contractor.


<PAGE>
                            PRIVILEGED & CONFIDENTIAL


                                   MEMORANDUM



TO:          E-076S File: Steel Erection

FROM:        Mike Barney

DATE:        June 4,1996 (10:00 a.m.)

RE:          Phone conversation with Joe Polito of US Bridge

ATTENDEES:

EklecCo:     Jason Teller
             Mike Barney
             Jim Bold


     I asked Joe Polito to give us an update on his phone conversation with Gary
Gaydos of the local union that was scheduled to take place earlier this morning.
Joe went on to explain  the phone  conversation.  The unions are very  concerned
that if they give special  treatment for this project the entire prevailing wage
for this entire region would be affected in the same manner. Jason Teller jumped
in and explained that this job is not a prevailing rate wage job per say, but we
have agreed to pay the  prevailing  wage rates.  Joe went on to explain that the
unions are not allowed to have two rates.  If they were to give us favoritism on
the  rate  then the  State  could  go to  court  and get the same  rate Joe then
explained  that Gary Gaydos  said he is still  thinking  about the rate.  I then
reaffirmed our meeting with Joe at the site tomorrow at 3:00 p.m. with Jason and
Pete Teller.

cc: Jason Teller
     Pete Teller
     Jim Bold
     Joe Mareane


<PAGE>
                                   COMMITMENT
                                   MEMORANDUM


TO:                 Steel Erection File
FROM:               Chris Montrose
DATE:               May 31, 1996
RE:                 Meeting with US Bridge and EklecCo


     Present from US Bridge via teleconference  are Vice President,  Ron Polito,
President,  Joe Polito and on Site Supervision,  Mike Stewart. Carolyn Frani and
Chris Montrose are present from EklecCo.  US Bridge  representatives  understand
that they can interrupt the dictation of this memorandum at any time to make any
additions and/or changes to the dictation.

     I started  the  meeting  out by  explaining  to US Bridge  that  EklecCo is
obtaining a Commitment Memo from the top three bidders for steel erection.  Once
the memos are complete they are presented to the group along with the bids. U.S.
Bridge  understands the Commitment  Memo is evaluated  seriously by the group in
order to determine who will be awarded this Contract.

     I next asked US Bridge, putting price aside what can they offer EklecCo for
the erection of steel that would  convince  EklecCo to award the steel  erection
contract  to  them9  Joe  Polito   stated  "We  are  committed  to  service  and
coordination. We will handle all of the coordination for this Project." Joe also
stated,  "We have access to our own men. I have guys setup from Canada currently
and I also have men from the local unions." Joe continued by stating,  "I am the
co-chairman of the union funds in the area".

     Joe  stated,  "If  awarded  this job, I would have Mike  Stewart  set up an
Advance Shipment List which would be given to our fabricators." Joe stated,  "We
divide the building up into subdivided areas and we basically build the building
on paper to give to the fabricator."

     Joe stated,  "We continually check with the fabricator to make sure that he
will be able to meet the  schedule  that we have given them.  We order the steel
from the fabricator."

     I asked Joe, Ron and Mike about their  coordination with the fabricator and
how would  they  handle any  possible  field  conflicts.  Joe  stated,  "We will
coordinate  very closely with the fabricator and detailer to get the job done in
a fast time."

     Joe wanted to add to the memo,  that he has  requested  if they are awarded
this  project that they want an immediate  meeting with our  fabricator  and the
detailer  so they can be  brought  up to speed  and put on the same  page as one
another and work together harmoniously.


<PAGE>
                            PRIVILEGED & CONFIDENTIAL



     I explained to US Bridge that we have Contract  Administrators  on site and
have no Construction Managers or General Contractors.  I also explained that our
Contract Administrators have no previous construction  experience,  and this was
done purposely, so their opinions are unbiased. I asked US Bridge how they would
handle filling in any gaps that would develop on site due to this condition. Joe
stated,  "We will  coordinate  with the  other  trades.  We will  also  copy the
Contract  Administrators  on any of the information  that develops  between this
coordination to make them aware of what is happening." Joe also stated,  "We are
ready and willing to take on this  responsibility."  I explained  to Joe that we
have a morning  meeting  every  morning at  approximately  7.30 and at least one
representative from each Scope of Work attends that meeting to put any issues on
the table that they may have to  coordinate  the  overall  Project.  Joe stated,
"This would work good for us." He also said that they have a surveying crew that
will  continually be on site and one member from the survey crew will attend the
meeting along with Mike Stewart.

     I next explained to US Bridge,  that if EklecCo were to hire their company,
it would be because of their expertise.  EklecCo, as the Developer, looks to the
people we hire to have all of the expertise. Joe stated, "The main thing we have
to offer is our  expertise.  I have been  trying to get this across for the past
two months.  One of our strongest suits is  coordinating  and getting the entire
package together using our expertise." Joe then wanted to add, "The expertise is
used best in the early part of the Project when the  fabricator,  detailers  and
erectors  meet to get  everyone  on the same  page and  start  the  coordination
process on the right foot."

     I next asked, "What is the last mall project that US Bridge worked on9" Joe
stated,  "It was the Concourse  Plaza,  and we used three cranes on this project
and erected  approximately  5,000 to 6,000 tons of steel." Joe stated,  "We have
built numerous  buildings in the past and I have been in the business since 1956
and  opened my own  business  in 1966,  so I have a lot of  experience  under my
belt."

     I next  told Joe  since he has  worked on many  projects  in the  past,  he
understands that flexibility is key in any project.  Joe stated, "You have to be
flexible.  As long as the steel is not  missing  in the  building  and access is
still  available,  we will be able to move around at your  direction and be very
flexible".

     If for some  reason the Scope of Work  changes and a Change  Order  becomes
necessary,  US  Bridge  is  not  to go  ahead  with  any  work  without  written
authorization.  Joe  stated  "we use  what is  called  a DAN  form.  Which  is a
notification  form given to EklecCo  which shows any changes that have  evolved,
and if they  affect or do not  affect  our  project,  we even  flag any  drawing
changes and make EklecCo aware of the changes."

     In closing I asked US Bridge if they could sum up their overall  commitment
to us. Joe stated,  "We are very,  very  interested in getting this work. We are
the people for this Project.  We are willing to give a full  commitment for this
work and do the best job for you."


<PAGE>
                            PRIVILEGED & CONFIDENTIAL

                                   MEMORANDUM

TO'                Steel Erection File E-076(S)

FROM.              Mike Barney

DATE.              May 24,1996 at 2:00 p.m.

RE:                Phone Conversation with Joe Polito from US Bridge



     I opened the phone conversation by explaining that we would be sending U.S.
Bridge the newest and most revised plans dated 5/22/96, two blue line copies, in
addition to one set of sepias. Joe asked that they be delivered on Tuesday,  May
28,1996 rather than Saturday.

     I  explained  to Joe that there are  changes on these  plans,  however,  we
expect no cost impact from the changes.  I explained that changes are really the
nature of our  business and I am sure that there will be more changes as tenancy
progresses.  I then  explained to Joe that US Bridge's  pricing and Contract are
"in line" and the next step is to make sure that their Scope of Work is equal to
their competitors.

     I then explained to Joe that it is EklecCo's intent when awarding the Scope
of Work to include  everything  necessary to complete the  structural  steel and
accessories.  We are  buying a  Structural  Erection  package  for all the steel
required to erect the structure.  As I said earlier,  "Plans are in progress and
there will be changes as design and tenancy progress."

     I then continued by reviewing a checklist of EklecCo's expectations from US
Bridge and other steel erection bidders that we would award the work to.

     + The Erector would be responsible  for accepting the anchor bolts from the
foundation contractor. Joe explained that US Bridge has survey included in their
price. US Bridge will survey the anchor bolts to make sure they are correct.  If
they are not correct,  it will not be US Bridge's  responsibility to fix them. l
explained to Joe that it will not be US Bridge's responsibility to fix, however,
it  will  be US  Bridge's  responsibility  to  coordinate  with  the  foundation
contractor to get the work completed correctly and Joe agreed.

     + I said,  "As you know,  Joe the plans  are in  progress  and there may be
additional  changes.  It will be the erector's  responsibility to coordinate all
changes at no additional  cost." Joe  explained,  "I understand  100% and like I
told you at the meeting in Syracuse, US Bridge will coordinate  everything." Joe
explained  that once they are awarded the job,  they will put together an entire
schedule from the delivery of joist, deck and steel all the way out to


<PAGE>

                            PRIVILEGED & CONFIDENTIAL



     completion of each section.  Once the detailed schedule is agreed upon with
EklecCo,  they will coordinate and facilitate all deliveries of all material and
accept  all  material  on site and take  responsibility  for it.  The only  time
EklecCo will get involved is after US Bridge has exhausted  everything that they
can do to make sure the  suppliers  respond  and they  don't.  Joe  agreed,  and
explained that he doesn't think that will happen on this job

     + It will be the erectors  responsibility  to relocate all  x-bracing at no
additional cost, as necessary Joe explained that he has no problem with that and
for the record,  it makes it a lot easier if we can give the erector a lead time
with these relocation type issues.

     + It will be the Steel  Erectors  obligation to clean any mud off the steel
before it is erected.  Joe said,  "That is no  problem,  before it goes up, they
pick it up with a lift and hit the edge with a  jammer,  and all of the mud just
falls off.  " I  explained  to Joe that the steel  will be  painted  after it is
erected. If that is clean enough to paint, that's fine I explained.

     + I  explained  to Joe  that it  would be the  Erectors  responsibility  to
schedule  and  coordinate  with  the  joist  supplier,   deck  supplier,   steel
fabricators and concrete column  suppliers as well as many others.  Joe said, "I
thought I already took care of this back in Syracuse during our meeting,  but we
are very willing to coordinate with all suppliers." Joe explained that they will
give  a  "pre-schedule".  Then  Joe  explained  the  "pre-schedule"  to  me as a
durational schedule and stated once the durational schedule is put together,  US
Bridge  contacts all of the  suppliers so they have plenty of lead time in order
to deliver the needed material to site. Joe explained that they do this for each
derrick right down to the truck and right down to the piece

     + I  explained  to Joe that  access  around  the site will be the  erectors
responsibility  whether it be on mats, a rock pad, or whatever is out there. Joe
explained  that US Bridge  needs clear access to the building and once they have
that they take care of the rest.

     + I explained to Joe that our schedule is paramount  and EklecCo  needs the
capability  to  speed  up  or  slow  down  the  erection  process.  US  Bridge's
flexibility will include mobilization of additional cranes Joe said, "That is no
problem, put it in the Contract." Joe continued by saying if the steel is ready,
they  could  mobilize  one or two more  rigs in  addition  to the four they have
scheduled.  I explained to Joe in addition to  mobilization of another crane, in
order to meet the job  schedule,  it may be  necessary  for the  erector  to add
shifts, or overtime in order to meet the schedule. Joe said, "That's fine and it
is included in our Bid." I next  explained to Joe that we are always looking for
ways to speed up the schedule,  but for any reason EklecCo  chooses to slow down
the  schedule,  they also need that  flexibility.  Joe said. "I am glad that you
told me that up front so l can  negotiate  a price  for this  with his  erectors
(sub-contractors  to US Bridge)." I explained to Joe that the speed or slow down
will be at no cost to EklecCo. Joe said, "I can handle that."

     I asked Joe to explain the guide wire system for  stability  that they will
be using. Joe started to explain the guide wire system and I interrupted Joe and
explained to him that we would need additional  guide wires from a normal job so
we will have the  capability  to erect  precast  panels  before the  building is
totally  erected.  Joe  explained  that once US Bridge  gets the new  structural
plans,  they  will put  together  a guide  drawing  for  EklecCo's  approval.  I
concurred.


     I explained to Joe that there are changes on the plans.  One of the changes
that we know about is

<PAGE>
                            PRIVILEGED & CONFIDENTIAL

     in Tower 1, BJ's. The changes are the BJ's TMA, which is a Tire Maintenance
Area,  the Loading Dock and the BJ's  Entrance  These will all be changing and I
explained  to Joe  whatever  erector  gets this  portion,  we will have to erect
something  different  than what is on the plans.  Joe  explained  that he has no
problem  with that as long as they have access back to the point so they can get
a Cherry Picker into that area.  Joe also said there would be no cost to EklecCo
for this  change.  Joe also  said,  "With all of the  changes  that are going to
happen,  it is all going to come down to communication and coordination and that
is US Bridge's strong point."

     The erector will have to be responsible  for  sequencing the work.  EklecCo
will have the ability if they choose to dictate as to where the erector  will be
working.  Joe  explained  that they are  flexible  and don't have a problem with
moving around as long as they can access the portion of work Joe explained  that
they  cannot  bring in  helicopters  to erect  the  steel on the  inside  of the
building at no cost, but as long as they can access it there are no problems.

     Joe then explained a discussion that we had in Syracuse in a prior meeting,
in sequencing  US Bridge is willing to take our derrick  schedule and is willing
to break it into  smaller  derricks  that will be easier to work  with.  He will
relabel the derrick  schedule and coordinate with the fabricator so the derricks
are sequenced and delivered correctly for erection.

     I explained to Joe that EklecCo  wants a commitment  from US Bridge that we
don't want to be nickeled  and dimed and no Change  Orders for moving  X-Braces,
loading  docks,  or change in steel size. Joe explained the only time there is a
Change Order, is if the change is significantly more work than the original work
that was replaced.  Joe also explained that the only cost  associated with going
with much heavier steel is the added connecting materials.  Joe explained that a
"pick is a pick," and it won't cost us any more.

     I explained  to Joe that it is the erectors  responsibility  to include all
coordination,  facilitation of deliveries,  coordination  of erection  drawings,
derricking,  deliveries and acceptance of deliveries.  Joe explained that he has
covered this several times, but agrees 100%.

     The last point Joe and I covered was safety cable.  Joe explained that they
will  install one cable for their iron worker  obligation  at 60".  The 60" inch
cable or high cable is permanent and meant to stay in place for the future.  Joe
explained that if EklecCo wishes, we could tie all of our net into this wire and
make it  permanent,  lift up the net when the slabs are  poured and then tack it
down.  I  explained  to Joe that I did not  understand  this 100% and this issue
along with several  others that Jason and I will want to cover Tuesday  morning,
after Memorial Day weekend when Jason is back in the office.  Joe said, "that is
fine" and he expects a call along with Ron.

     Before we hung up, Joe asked how they  looked for the job. I  explained  to
Joe their pricing is in line and their  Contract is now in line, the only things
we have to put  behind  us on  Tuesday  are the  remainder  of the Scope of Work
issues,  and to  finalize  the unit prices and we will move on from there to the
commitment memorandum. Joe said, "Great."


cc: Jason Teller
     Joe Polito
     Ron Polito
     Jim Bold


<PAGE>

                            PRIVILEGED & CONFIDENTIAL
                                  Scope of Work
               Structural Steel Erection for the Palisades Center



     Contractor shall furnish and install all, but not limited to, necessary and
appropriate   labor,   materials,    equipment,    supervision,    coordination,
mobilization,  and taxes  necessary to erect the structural  steel for Palisades
Center as per plans and specifications

     1. Contractor shall be responsible for all coordination with the structural
steel fabricators,  detailers,  joist and deck suppliers,  structural  engineer,
foundation contractors,  precast column suppliers and all other contractors that
affect the structural steel erection scope of work.

     2.  Contractor   shall  be  responsible  to  coordinate  and  schedule  all
deliveries  of  the  structural  steel  elements  that  are  necessary  for  the
structural steel erection scope of work.

     3.  Contractor  agrees to provide,  all but not limited to, erection bolts,
shear studs,  welding material,  etc. necessary to complete the structural steel
erection scope of work.

     4. Contractor agrees to install all pour stop, deck closure, metal decking,
and shear studs as necessary and indicated on the Contract plans.

     5. Contractor has provided a deduct price for the erection of areas 7 and 8
of $957,000.00 if EklecCo elects not to erect this portion of work.

     6.  Contractor  agrees  to  provide  all  necessary  matting  for the  safe
operation of a crane, if necessary

     7 Contractor has included in his lump sum contract  price the  coordination
and erection of all precast columns.

     8.  Contractor has included the erection of the joist,  joist girders,  and
bridging as shown on the contract plans

     9. Contractor agrees to examine all delivered  materials prior to accepting
them to ensure that they are in proper  condition  after shipping and report any
discrepancies in writing directly to the suppliers.

     10.  Contractor  agrees to coordinate all necessary  testing and inspection
and accommodate all scheduling necessary for any owner, state, local, or federal
inspections as may be necessary

     11. Contractor  understands that the intent of this contract is a 100% turn
key erection package for Tower I and the entire mall.



                                       10
<PAGE>
                                   MEMORANDUM

TO:                E-076(S) US Bridge File
FROM:              Mike Barney
DATE:              May 23, 1996 5:40 p.m.
RE:                Phone Conversation with Ronnie Polito


     Ronnie Polito called to explain a couple of schedule  changes and that they
would be using four cranes starting on July 7,1996

     He also explained that he talked to Jason Teller earlier this afternoon and
that they were hoping to get a Letter of Intent  tomorrow I explained that I did
not know the content of his and Jason's conversation,  but in my opinion we have
a lot of issues to work  through  before there is a Letter of Intent or Contract
signed.  Ronnie asked, "What things need to be complete9" I explained.  "We have
to go through all Unit Price Schedules and both need to be comfortable  with the
numbers  as well as a  business  memo " I also  explained  to  Ronnie  that  the
business  memo is what we expect from both  parties once the Contract is signed.
Ronnie  replied  by saying  "Okay,  what we will do is spend the whole day on it
tomorrow and go through everything, and then we will go from there."

cc: Jason Teller
     Ron Polito



<PAGE>


                            PRIVILEGED & CONFIDENTIAL


                                   MEMORANDUM

TO:          E-0765 File: Steel Erection

FROM:    Mike Barney

DATE:        May 23,1996

RE:          Phone Conversation with Ron Polito of U.S. Bridge

     Ron Polito  called me and we proceeded  to go through the  schedule  that I
faxed him earlier this afternoon.  He explained to me the dates that he would be
expecting to be capable of obtaining.
<TABLE>
<CAPTION>

<S>                  <C>                 <C>
Area                 Start               Finish

1                    6/3/96              7/7/96
2, 3, 4              7/10/96             9/12/96    (plus adding two weeks for deck and studs)
5, 6, 7,8            9/13/96             11/12/96 (deck an additional two weeks to final completion date of 11/25/96)
</TABLE>

     I explained to Ron that these dates are promising,  however there are areas
that are subject to very strict  scheduling.  I explained to Ron these areas are
Area 1, the beginning of Area 3, and the finish date for Areas 7 and 8. Ron said
he understood and he would take a look at what he would have to do to get closer
to our proposed schedule in these areas especially. I then explained to Ron that
I had been  going  through  picks  and piece  counts  all day and I see that our
schedule could be obtained with no less than five cranes.  Ron explained that he
would be using 3 cranes for his  schedule.  I stated that I was  impressed  that
they  could  get that  amount  of work  done in that  short of time  with only 3
cranes,  I had expected them to use more.  Ron explained  that the only way they
can  accelerate  the schedule is to actually add more man power and more cranes.
The  reason  they  are not  willing  to do that is  because  of cash  flow.  Ron
explained  if we could help them out with cash flow in the  beginning of the job
they can add more cranes and obtain our schedule.  I told Ron I would go back to
the group and explain  this to them and we would go from there but until then we
need to do the  best we can with the 3 and 4 crane  scenario  that we have  been
moving and talking about the entire time. Ron said that is great.

     I then  apologized  to Ron for any  misunderstandings  that we may have had
with the job in the past and I explained  that there are several  issues we must
clear up  before  we can  award  the job.  I told Ron that  Jason and I would be
contacting  him tomorrow to work through all the open issues.  Ron said there is
no hard feelings and we will move forward tomorrow.


Ron Polito, U.S. Bridge (via facsimile)
Jason Teller, EklecCo


<PAGE>

                                   MEMORANDUM

TO          E-076S File: Steel Erection
FROM.       Mike Barney
DATE:       May 22, 1996
RE:         Phone conversation with Joe Palito of U.S. Bridge


     In the phone  conversation  I explained  to Joe that there are several open
issues that we have to close before EklecCo can make the final  decisions on the
steel erection  award.  First of which is the price  breakdown for Tower VII and
Tower VIII.  Joe explained that he has guys working on it and we will be getting
it tomorrow.  The second open issue is the area  schedule  breakdown for the job
schedule.  Joe then explained that I would need to send him our target dates for
each area for him to evaluate whether or not our schedule is still realistic.  I
told  him  that I  would  send  over  our  revised  schedule  breakdown  and the
sequencing  that we were  targeting  today and he would evaluate it and have his
revised schedule,  or the agreement to our schedule,  answered by tomorrow.  The
other two areas that we have to complete are the business  memorandum.  which is
an outline of  everything  that is included and excluded in the entire  business
deal.  I explained  to Joe that both  myself,  him,  and Ronnie would have to be
included in that  conversation  and that it would have to be documented fully so
that we can  evaluate  the bids "apples to apples".  The  memorandum  we have to
complete is the commitment memorandum, which is apart from the business deal and
explaining and detailing what U.S.  Bridge will be committing to in order to get
this job. I explained to Joe that EklecCo weighs this commitment memorandum very
heavily and all of these things have to be completed  before we can make a final
determination of who is awarded the Scope of Work.


<PAGE>
                                  Target Dates
                           Job Schedule Area Breakdown


Area 1(commonly known as Tower I): includes Walmart, Sam's Club, and Home Depot.
Start Date: June 3,1996
Finish Date: July 5,1996

Area 2: includes column lines 1 - 10
Start Date: June24, 1996
Finish Date: July 20,1996

Area 3: includes column lines 10 - 19
Start Date: June 17,1996
Finish Date: September 14,1996

Area 4: includes column lines 19 - 28
Start Date: July29, 1996
Finish Date: October 19,1996

Area 5: includes column lines 28 - 38 and column lines C - S, 
        Excluding Tower 7 and Tower 8.
Start Date: August 26,1996
Finish Date: November 2,1996

Area 6: includes column lines 30 - 38 and column lines S - Z.
Start Date: September 16,1996
Finish Date: November 2, 1996

Area 7: includes Tower 7
Start Date: July 29,1996
Finish Date: August 31,1996

Area 8: includes Tower 8
Start Date: July 29,1996
Finish Date: August31. 1996


<PAGE>
                                   MEMORANDUM

TO                  Steel Erection & Fabrication File
FROM:               Mike Barney
DATE;               4/9/96
RE:                 Meeting with US Bridge in Syracuse

     Present at the meeting were Jason Teller and Mike Barney of EklecCo and Joe
and Ronnie Polito of US Bridge.

     The meeting  started out with an introduction of EklecCo and the Project as
well as the  status.  We then  moved  on to an  explanation  of US  Bridge,  the
company. Joe explained that he has been on his own since 1966 doing this type of
business. He was the largest steel erector in the City for several years.

     In the late  1980's,  they did  $45,000,000  a year in just  erection.  Joe
explained  that he is the  cochairman of the union funds.  He is also on the New
York City's Safety  Committee.  He is also the Council President of the Building
Congress and Chairman of the Steel  Institute.  He remains  extremely  active in
these groups and in turn,  allowing him to have no problem manning any size job.
He can get as much manpower as he needs.

     Joe  explained the key to the job is setting the job up in the beginning by
making  sure that steel is on site and  making  sure that steel gets to the site
banded and derricked correctly.

     Joe  also   explained   his  company  has  always  liked  doing  their  own
coordination  by making sure the steel is trucked and  fabricated  correctly and
that details make sense up front and correctly.

     Joe  continued  by  explaining  his  fabrication  business.  He showed us a
brochure.  It is 4.5 acres of building under the roof with a 13 acre yard. It is
located in Waldorf,  Maryland.  It is  approximately 6 hours from the site. They
are very familiar with supplying the NY area.

     Their last largest erection job recently was in 1993,  approximately  4,000
tons at the Manhattan Repair. It is very similar to our job, it was four levels.
Seacrest did that job and the contact is Peter Vandershoot. They will provide us
with the number so we can give them a call. They also


<PAGE>
     did Concourse  Shopping Plaza.  There was approximately  7,000 tons and was
completed  in 1990.  This was very  similar to our  Project as well.  They ran 3
cranes on that Project. They will provide me with James Sella's number as well.

     Joe  stated  that they  would man the job with a  coordinator  who would be
their top guy, a surveying  crew, a general  foreman,  walking  boss,  which Joe
called the "whip",  he just walks around  making sure that  everyone is on their
toes,  a foreman  for each crane crew,  a deck crew and they sub that out.  They
have done decking in the past themselves, but for this Project they would sub

     They  pull from the  union  hall for a lot of their  work and also get help
from other workers as well.

     I asked what  average  picks  they  would get per crane  crew per day.  Joe
explained it would most likely be 60 picks per day per rig. However,  it depends
on what they are  erecting.  Columns they average  about 40 per day and Concrete
columns they average about 15 a day.

     Joe then continued by explaining that their experience would save them time
and a lot of steps. US Bridge  estimated about 260,000 bolts while Harry Hillman
estimated 225,000 although all of them are in their price.

     Jason then asked about  schedule.  Joe explained it is on 6 month  schedule
with  approximately  150 working days, plus inclement  weather,  that is working
with about 3 rigs. However,  they said they have the capability,  as long as the
steel is there and there is room,  to move up into more rigs to  accomplish  the
schedule.  Joe explained on the World Wide Project, they ran 6 rigs. US Bridge's
key to success in erecting is coordination with the fabricator.

     Their insurance coverage is $2,000,000 up to $10,000,000.

     They do different types of work,  bridges,  lead and asbestos abatement and
demolition.

     Jason asked if US Bridge was in litigation a jot. Joe responded,  they have
been in litigation with the schools that they did work for in the past.

     US Bridge is supplying us with several  references after the meeting for us
to call. They will be breaking down their bid into different categories and will
get us a price on the fabrication of steel.

     Joe thought it was  necessary  to  re-derrick  and renumber the derricks in
order to make the job run smoothly so they can erect two floors at a time.

     We looked at the  possibility of some problems that we may have to overcome
at the wall connections and beam to beam connections.

     Their cranes weigh about 168 tons each.

     They do all  engineering in house on their own. They would put two trailers
on site acting as air


<PAGE>
     compressor  and welding  banks.  They would also supply a welding  bank for
their deck installer.

     Jason  reviewed our terms as well as payment  terms of  requisition  on the
25th and payment on the 15th and the 2% discount and 10% retainage,  5% released
after 30 days and the other 5% after 6 months.

     Joe continued to explain that for fabrication,  they really could use a job
quickly  and we would have to make a decision  quickly so they can  respond in a
timely fashion for fabrication.



     They did break down a price for us as follows:

            Phase 1 is $5,250,000
            Phase 2 is $4,139,000
            Tower 1, which they referred to as Phase 3 is $1,140,000


<PAGE>


              Tower I, Phase I, & Phase II Structural Drawing List
                                Revised: 5/22/96


Engineer:       Thorson Baker & Associates. Inc.

Phase I & Phase II Structural (Palisades Center)
<TABLE>
<CAPTION>

Drawing #                                            Drawing Date                          Latest Revision
---------                                            ------------                          ---------------
<S>                                                   <C>                                         <C>      
SG-1                                                  10/02/95                                    05/22/96
SD-1                                                  10/02/95                                    05/22/96
SD-2                                                  10/24/95                                    05/22/96
SF-1                                                  10/02/95                                    05/22/96
SF-2                                                  10/02/95                                    05/22/96
SF-3                                                  10/24/95                                    05/22/96
SF-4                                                  11/15/95                                    05/22/96
SF-5                                                  02/15/96                                    05/22/96
SF-6                                                  03/21/96                                    05/22/96
S-1                                                   10/02/95                                    05/22/96
S-2                                                   10/02/95                                    05/22/96
S-3                                                   10/02/95                                    05/22/96
S-4                                                   10/02/95                                    05/22/96
S-5                                                   10/02/95                                    05/22/96
S-6                                                   10/02/95                                    05/22/96
S-7                                                   10/02/95                                    05/22/96
S-8                                                   10/02/95                                    05/22/96
S-9                                                   10/24/95                                    05/22/96
S-10                                                  10/24/95                                    05/22/96
S-11                                                  10/02/95                                    05/22/96
S-12                                                  10/02/95                                    05/22/96
S-13                                                  10/02/95                                    05/22/96
S-14                                                  11/15/95                                    05/22/96
S-15                                                  01/08/96                                    05/22/96
S-15A                                                 05/08/96                                    05/22/96
S-16                                                  11/15/95                                    05/22/96
S-17                                                  05/08/96                                    05/22/96
S-18                                                  11/15/95                                    05/22/96
S-19                                                  11/15/95                                    05/22/96
S-20                                                  11/15/95                                    05/22/96
S-21                                                  11/15/95                                    05/22/96
S-22                                                  11/15/95                                    05/22/96
S-23                                                  02/15/96                                    05/22/96
S-24                                                  04/08/96                                    05/22/96
S-25                                                  01/18/96                                    05/22/96
S-26                                                  01/19/96                                    05/22/96
S-28                                                  02/06/96                                    05/22/96
S-29                                                  02/06/96                                    05/22/96
S-30                                                  02/08/96                                    05/22/96
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Drawing #                                     Drawing Date                                   Latest Revision
---------                                     ------------                                   ---------------
<S>                                                  <C>                                          <C>      
S-31                                                 04/03/96                                     05/22/96
S-32                                                 04/03/96                                     05/22/96
S-33                                                 04/08/96                                     05/22/96
S-33A                                                04/08/96                                     05/22/96
S-34                                                 04/08/96                                     05/22/96
S-35                                                 04/08/96                                     05/22/96
S-36                                                 04/03/96                                     05/22/96
S-36A                                                05/22/96                                     05/22/96
S-37                                                 04/03/96                                     05/22/96
S-38                                                 05/08/96                                     05/22/96
S-39                                                 05/06/96                                     05/22/96
S-40                                                 05/06/96                                     05/22/96
S-41                                                 05/06/96                                     05/22/96
S-42                                                 04/08/96                                     05/22/96
S-43                                                 05/01/96                                     05/22/96
S-44                                                 05/08/96                                     05/22/96
</TABLE>



<PAGE>
                        Tower I, Structural Drawing List
                                 Revised: 6/5/96

                    Engineer Thorson Baker & Associates. Inc.

               Tower 1(Walmart.The Home Depot. Sams Club drawings)
<TABLE>
<CAPTION>

Drawing #                                           Drawing Date                 Latest Revision
---------                                           ------------                 ---------------
<S>                                                   <C>                                <C>      
SG-1                                                  01/24/96                           03/27/96
SF-1                                                  11/08/95                           06/05/96
SF-2                                                  08/11/95                           06/05/96
SF-3                                                  08/11/95                           06/05/96
S-1                                                   08/11/95                           06/05/96
S-2                                                   08/11/95                           06/05/96
S-3                                                   09/20/93                           06/05/96
S-4                                                   09/20/93                           06/05/96
S-5                                                   09/20/93                           06/05/96
S-6                                                   09/20/93                           01/24/96
S-7                                                   08/11/95                           01/24/96
S-8                                                   08/11/95                           06/05/96
S-9                                                   11/08/95                           06/05/96

</TABLE>

<PAGE>
   SECTION 05120 - -STRUCTURAL STEEL



     PART 1- GENERAL

    1.1      RELATED DOCUMENTS

             A.       Drawings and general  provisions  of  Contract,  including
                      General  and  Supplementary   Conditions  and  Division  1
                      Specification sections, apply to work of this Section.

    1.2      DESCRIPTION OF WORK

             A.       Extent  of  structural  steel  work is shown on  drawings,
                      including  schedules,  notes and  details to show size and
                      location  of  members,  typical  connections,  and type of
                      steel required.

             B.       Structural   steel  is  that  work   defined  in  American
                      Institute of Steel  Construction  (AJSC) "Code of Standard
                      Practice" and as otherwise shown on drawings.  It includes
                      steel columns,  base plates7 beams,  and other steel items
                      which are a part of the building structure.

             C.       In addition, furnish to the installer involved, such items
                      as bolts, anchor bolts, inserts, clip angles, and sleeves,
                      required  for  attachment  of  items   specified  in  this
                      Section,  together with placement drawings and tolerances.
                      This includes all plates and beam anchorage.

         D.         Related Work Specified Elsewhere:

                         1.  Section  03300 - Setting  anchor bolts and embedded
                    plates in concrete.

                         2. Section 05400 - Cold-formed metal framing.

                         3.  Section  05500  - Loose  steel  lintels  and  other
                    miscellaneous metal fabrications.

                         4. Section 07250 - Sprayed-on fireproofing.

                         5. Section 09900 - Painting - Touch up painting.

         E.         Work Provided by Others:

                         I. By the Owner -  Payment  of costs  for  testing  and
                    inspection as described hereinafter.


<PAGE>
1.3      QUALITY ASSURANCE


     A. Source Quality Control: Materials and fabrication procedures are subject
to  inspection  and tests in mill,  shop,  and field,  conducted  by a qualified
inspection  agency.  Such  inspections and tests will not relieve  Contractor of
responsibility for providing materials and fabrication  procedures in compliance
with specified requirements. Promptly remove and replace materials or fabricated
components which do not comply.

                         1. The  structural  steel  supplier  shall certify that
                    high  strength  bolts have been  manufactured  in the United
                    States and meet the designated ASTM specifications.

                         2.  High  strength  bolts  without  the  manufacturer's
                    identifying symbol shall not be used.

     B. Design of Members and  Connections:  Details shown are typical;  similar
details apply to similar conditions, unless otherwise indicated.

     C. Codes and Standards: Comply with provisions of the following:

                         1. AISC "Code of Standard  Practice for Steel Buildings
                    and Bridges".

                         2. AISC  "Specifications  for the Structural  Steel for
                    Buildings",   including  the  "Commentary"  and  Supplements
                    thereto as issued.

                         3. AISC  "Specifications  for  Structural  Joints using
                    ASTM A 325 or A 490 Bolts" approved by the Research  Council
                    on Riveted and Bolted  Structural  Joints of the Engineering
                    Foundation.

                         4. AWS D1.1 "Structural Welding Code".

                         5.  ASTM A 6  "General  Requirements  for  Delivery  of
                    Rolled  Steel  Plates,  Shapes,  Sheet  Piling  and Bars for
                    Structural Use".

                         6. AISC "Architecturally Exposed Structural Steel".

     D.  Qualifications  for Welding Work: Qualify welding processes and welding
operators in accordance  with AWS "Standard  Qualification  Procedure".  Provide
certification that welders to be employed in work have satisfactorily passed AWS
qualification  tests. If recertification of welders is required,  retesting will
be Contractor's responsibility.




<PAGE>
     A.  Product   Data:   Upon   Engineer's   request   submit   producer's  or
manufacturer's   specifications  and  installation  instructions  for  following
products.  If requested,  submit  laboratory test reports and other data to show
compliance with specifications, including specified standards.

                         1.   Structural    steel   and   high   strength   bolt
                    certification as noted in quality assurance.

                         2. Structural  steel (each type),  including  certified
                    copies  of  mill  reports  covering  chemical  and  physical
                    properties.

                         3. High strength bolts (each type),  including nuts and
                    washers.

                         4. Structural steel primer paint.

                         5. Shrinkage-resistant grout.

     B. Shop Drawings:

                         1.Submit shop drawings  prepared under supervision of a
                    registered  structural engineer,  including complete details
                    and  schedules  for  fabrication  and assembly of structural
                    steel members,  procedures and diagrams.  Include details of
                    cuts, connections, camber, holes, and other pertinent data.

                         2.  Indicate  welds by standard AWS  symbols,  and show
                    size,  length,  and  type  of  each  weld.  Provide  setting
                    drawings,  templates,  and  directions for  installation  of
                    anchor bolts and other anchorages to be installed by others.
                    Provide calculations used for designing connections.

                         3. AISC standard double angle connection  details shall
                    be used for all connections that are not otherwise  detailed
                    on the  drawings.  Where the  reactions of beams and girders
                    are not  shown on the  drawings,  the  connections  shall be
                    designed to support the maximum  allowable  uniform  load as
                    indicated  in the load  tables  of the AISC  Manual of Steel
                    Construction for the given beam size and span.

                         4.  Shop  drawings  shall  indicate  the  date  of  the
                    structural  drawings  that  were  used to  prepare  the shop
                    drawings.

                         5. Shop drawing  submittals  shall  consist of a direct
                    reading transparency plus 2 prints of each drawing.




<PAGE>
           PRIME CONTRACT PRE-CONTRACT MEMORANDUM


PROJECT:            Palisades Center               MEETING DATE:     Syracuse
OWNER:              EklecCo                        MEETING PLACE:    Model Room
DEVELOPER:          EklecCo                        PEOPLE PRESENT:   Mike Barney
CONTRACTOR: US Bridge                                                Jim Bold
                                                                     Joe Polito
                                                                     Ron Polito

1.       DISCUSSION ON PURPOSE OF MEETING
         AND MEMORANDUM                                             X__YES __ NO

          Discussion: (see attached)

2.        CHECKLIST ON DISCUSSION OF NATURE AND CONTENT OF CONTRACT



X YES NO            (A) LUMP SUM CONTRACT (6.1 and 6.2)
----- -----

X YES NO            (B) THE DOCUMENTS THAT CONSTITUTE THE CONTRACT
(1.1)

X YES NO            (C) SCOPE OF WORK

                    (D) INDEPENDENT CONTRACTOR DILIGENCE IN EXAMINING (2.1):

X YES __ NO         

                         (i) the site


X YES __ NO    

                         (ii) plans and specifications


X YES __ NO    

                         (iii)  EklecCo  review and  acceptance of plans & specs
                    revised


X YES __ NO   

                         (iv) local,  state,  federal laws,  rules,  ordinances,
                    codes  (zoning,  building,  health,  electrical,   plumbing,
                    sanitary,  etc.) 

X YES __ NO 

                         (v)  environmental  laws ----- X YES NO (vi) other (see
                    attached) ---- -----

X   YES __ NO         (E)    WORK MUST BE DONE TO EKLECCO'S SATISFACTION (2.2.1)
---
X   YES __ NO            

                         (i) All disputes resolved by EklecCo's judgment ---



<PAGE>
             C.      Test Reports:  Submit copies of reports of tests  conducted
                     on shop and field  bolted and welded  connections.  Include
                     data on types of tests conducted and test results.

             D.        Certification:  Where sprayed fireproofing is required on
                       steel   surfaces   to   be   painted,   coordinate   with
                       fireproofing  installer  by  providing  certification  of
                       compatibility   and  performance  of  primer  paint  used
                       relative to the fireproofing material.

    1.5      DELIVERY, STORAGE AND HANDLING

             A.       Deliver  materials  to site at such  intervals  to  insure
                      uninterrupted  progress of work.  Deliver anchor bolts and
                      anchorage   devices,   which   are  to  be   embedded   in
                      cast-in-place  concrete or  masonry,  in ample time to not
                      delay work.

             B.      Store  materials to permit easy access for  inspection  and
                     identification.   Keep  steel  members  off  ground,  using
                     pallets,   platforms,  or  other  supports.  Protect  steel
                     members  and  packaged   materials   from   corrosion   and
                     deterioration.

             C.      Do not store  materials on structure in a manner that might
                     cause   distortion  or  damage  to  members  or  supporting
                     structures.   Repair  or  replace   damaged   materials  or
                     structures as directed.

PART 2- PRODUCTS

2.1   MATERIALS

               A. Metal Surfaces, General: For fabrication of work which will be
          exposed  to view,  use only  materials  which are  smooth  and free of
          surface blemishes including pitting,  seam marks, roller marks, rolled
          trade names and roughness.  Remove such  blemishes by grinding,  or by
          welding  and  grinding,  before  cleaning,  treating  and  applying of
          surface finishes.

               B. Structural Steel Shapes,  Plates and Bars: ASTM A 36 or ASTM A
          572, grade 50 as noted on drawings.

               C. Cold-Formed Steel Tubing: ASTM A 500, Grade B.

               D. Steel Pipe:  ASTM A 53,  Type B or S, Grade B,  black,  except
          where  indicated to be  galvanized.  Provide  Type S (seamless)  where
          exposed to view.



<PAGE>
               E. Anchor  Bolts:  ASTM A 36,  nonheaded  type  unless  otherwise
          indicated.

               F. High Strength  Threaded  Fasteners:  Heavy hexagon  structural
          bolt,  heavy  hexagon  nuts,  and  hardened  washers,  of quenched and
          tempered  medium  carbon steel,  complying  with ASTM A 325. All bolts
          shall be marked with the manufacturer's identifying symbol.

               G. Electrodes for Welding: Comply with AWS Code.

               H. Structural Steel Primer Paint:

               1.Fabricator's  standard,   fast-curing,   lead-free,   universal
          primer,  selected for good resistance to normal atmospheric corrosion,
          for  compatibility   with  finish  paint  systems  indicated  and  for
          capability to provide a sound  foundation for  field-applied  topcoats
          despite prolonged exposure; complying with performance requirements of
          FS TT-P-645.

               2.  Where   prime   painted   steel  is  to  receive   sprayed-on
          fireproofing, steel shall be furnished un-primed.

               3.  Primer  paint  shall  be  compatible  with  finish  coats  on
          architecturally exposed steel.

     I.  Nonmetallic   Shrinkage-Resistant   Grout:   Pre-mixed,   noncorrosive,
nonstaining product containing selected silica sands, portland cement, shrinkage
compensating  agents,  plasticizing  and water reducing  agents,  complying with
CE-CRD-C62 1.

2.2      FABRICATION

         A.         Shop  Fabrication  and  Assembly:   Fabricate  and  assemble
                    structural  assemblies in shop to greatest extent  possible.
                    Fabricate items of structural  steel in accordance with AISC
                    Specifications  and as  indicated  on final  shop  drawings.
                    Provide  camber  in  structural   members  where  indicated.
                    Properly mark and match-mark  materials for field  assembly.
                    Fabricate for delivery sequence which will expedite erection
                    and minimize field handling of materials.

         B.         Connections:

                    1.      Weld or bolt shop connections, as indicated.




<PAGE>
                        2.     All field connections  shall be bolted.  Only use
                               field  welded   connections   where  detailed  on
                               structural drawings. Each field welded connection
                               shall be fully detailed on erection drawings.

                       3.  Provide  high  strength  threaded  fasteners  for all
bolted connections.

               C. High Strength Bolted Construction:  Install in accordance with
          AISC  "Specifications  for Structural Joints using ASTM A 325 or A 490
          Bolts".

               D.  Welded  Construction:  Comply  with AWS Code for  procedures,
          appearance  and  quality  of welds,  and  methods  used in  correcting
          welding work.

               E. Equipment  Supports and Mechanical  Opening  Framing:  Framing
          shown on structural  drawings is for general  arrangement only and may
          require   modification  to  suit  the  actual   purchased   equipment.
          Coordinate with  mechanical  trades for necessary  certified  drawings
          before starting fabrication. Steel Fabricator shall provide a complete
          job ready for  installation  of  equipment,  and Contract  price shall
          cover this  requirement  regardless  of  subsequent  modifications  to
          framing shown on drawings, at no extra cost to the Owner.

               F. Holes for Other Work:  Provide  holes  required  for  securing
          other work to structural steel framing,  and for passage of other work
          through  steel  framing  members,  as shown on  final  shop  drawings.
          Provide threaded nuts welded to framing,  and other specialty items as
          indicated  to  receive  other  work.   Cut,   drill,  or  punch  holes
          perpendicular  to metal  surfaces.  Do not flame cut holes or  enlarge
          holes by burning. Drill holes in bearing plates.

2.3          SHOP PAINTING

               A. General:  Shop prime structural steel exposed to view which is
          not to be spray fire  proofed,  except  those  members or  portions of
          members to be embedded in concrete  or mortar.  Paint  embedded  steel
          which is  partially  exposed on  exposed  portions  and  initial 2" of
          embedded areas only.

                    1.  Do  not  paint  surfaces  which  are  to  be  welded  or
               high-strength bolted with friction-type connections.

               B. Surface  Preparation:  After  inspection and before  shipping,
          clean  steelwork to be painted.  Remove loose rust,  loose mill scale,
          and spatter,  slag or flux  deposits.  Clean steel in accordance  with
          Steel Structures Painting Council (SSPC) as follows.



<PAGE>
                    1. All interior steel exposed to view 5P6  commercial  blast
               cleaned.

                    2. All  exterior  steel  exposed to weather  SPIO near white
               blast cleaned.

                    3. All other steel 5P3 power tool cleaned.

               C.  Painting:   Immediately  after  surface  preparation,   apply
          structural  steel  primer  paint  in  accordance  with  manufacturer's
          instructions  and at a rate to provide dry film  thickness of not less
          than 2.0 mils.  Use painting  methods  which result in ~l] coverage of
          joints, corners, edges and exposed surfaces.

               D. Paint Systems: Review painting specifications for finish paint
          systems.  Coordinate surface  preparations of steel and type of primer
          used with  specifications  and the  manufacturer's  recommendations to
          insure compatibility.

   PART 3 - EXECUTION

  3.1      INSPECTION

           A.         Before starting erection of structural  steel,  verily all
                      bearing  elevations and anchor bolt locations.  Report any
                      discrepancies  to  the  Engineer.  Do  not  proceed  until
                      corrections have been made.

  3.2      ERECTION

           A.       Temporary Shoring and Bracing: Provide temporary shoring and
                    bracing members with  connections of sufficient  strength to
                    bear imposed loads. Remove temporary members and connections
                    when  permanent  members are in place and final  connections
                    are made.  Provide  temporary  guy lines to  achieve  proper
                    alignment of structures as erection proceeds.

           B.  Temporary  Planking:   Provide  temporary  planking  and  working
platforms as necessary to effectively complete work.

           C.       Anchor  Bolts:  Furnish  anchor  bolts and other  connectors
                    required for securing  structural  steel to foundations  and
                    other in-place work.  Furnish templates and other devices as
                    necessary for presetting bolts and other anchors to accurate
                    locations.

         D.         Setting Bases and Bearing Plates:

                    1.  Clean   concrete   and  masonry   bearing   surfaces  of
               bond-reducing materials and roughen to improve bond to surfaces


<PAGE>
                              Clean bottom  surface of base and bearing  plates.
                              Set loose and  attached  base  plates and  bearing
                              plates for  structural  members on wedges or other
                              adjusting devices.

                       2.     Tighten anchor bolts after supported  members have
                              been positioned and plumbed.  Do not remove wedges
                              or shims,  but if  protruding,  cut off flush with
                              edge of base or bearing plate before  packing with
                              grout.

                       3.     Pack grout solidly  between  bearing  surfaces and
                              bases or plates to  ensure  that no voids  remain.
                              Finish   exposed   surfaces,   protect   installed
                              materials,  and  allow  to cure.  For  proprietary
                              grout   materials,   comply  with   manufacturer's
                              instructions.

           E.       Field Assembly:

                    1.        Set  structural  frames  accurately  to lines  and
                              elevations  indicated.  Align and  adjust  various
                              members  forming  a part of a  complete  frame  or
                              structure  before  permanently  fastening.   Clean
                              bearing  surfaces and other surfaces which will be
                              in  permanent   contact  before  assembly  Perform
                              necessary    adjustments    to   compensate    for
                              discrepancies in elevations and alignment.

                    2.        Level and plumb  individual  members of  structure
                              within specified AISC tolerances.  For beams which
                              support steel joists,  maintain such tolerances as
                              will  assure  specified   minimum  joist  bearing.
                              Tolerances shall not be accumulative.  Temperature
                              corrections shall be applied so that the structure
                              will be plumb and will have  clearances  specified
                              at 70 degrees F.

                    3.  Splice  members  only  where   indicated  on  structural
drawings or as accepted on shop drawings.

                    4.       Tighten  friction bolts in accordance  with AISC by
                             the  turn-of-the-nut  method, by the direct tension
                             indicator or by properly calibrated wrenches.

                    5.       Bearing  bolts  shall be  tightened  such  that all
                             plies of connecting material have been brought into
                             snug  contact  with a  minimum  torque of 75 to 100
                             if-lbs.

         F. Erection  Bolts:  on exposed welded  construction,  remove  erection
bolts, fill holes with plug welds and grind smooth at exposed surfaces.



<PAGE>

               G.  Comply  with AISC  Specifications  for  bearing,  adequacy of
          temporary  connections,  alignment,  and  removal of paint on surfaces
          adjacent to field  welds.  Do not enlarge  unfair  holes in members by
          burning or by use of drift  pins.  Ream holes that must be enlarged to
          admit bolts.

               H. Cutting and Fitting:  Should any  difficulties be encountered,
          the Contractor shall request written  instructions  from the Engineer,
          before  proceeding  with the work.  No  cutting  of  sections,  either
          flanges, webs, stems or angles shall be done without permission of the
          Engineer, unless cutting is shown.

               I. Touch-Up  Painting:  All touch-up painting of steel to receive
          finish  paint shall be by painting  contractor.  Touch-up of steel not
          receiving finish paint is not required.

    3.3      QUALITY CONTROL

             A.       An  independent  testing and  inspection  agency  shall be
                      engaged to inspect  high-strength  bolted  connections and
                      welded  connections  and to perform tests and prepare test
                      reports.  Testing agency shall conduct and interpret tests
                      and State in each report  whether  test  specimens  comply
                      with requirements, noting any deviations therefrom.

           B.       Testing work shall be done under supervision of a registered
                    engineer.  After  completion  of the  work of this  Section,
                    testing   agency  shall   certify  that  work   conforms  to
                    structural   drawings.   This   certification   shall   bear
                    registered engineer's seal.

           C.       Provide access for testing agency to places where structural
                    steel work is being  fabricated or produced so that required
                    inspection and testing can be  accomplished.  Testing agency
                    may  inspect  structural  steel  at plant  before  shipment;
                    however,  Engineer  reserves right, at any time before final
                    acceptance,  to reject material not complying with specified
                    requirements.

           D.       Correct   deficiencies   in  structural   steel  work  which
                    inspections and laboratory test reports have indicated to be
                    not in  compliance  with  requirements.  Perform  additional
                    tests,  at  Contractor's  expense,  as may be  necessary  to
                    reconfirm any  noncompliance of original work, and as may be
                    necessary to show compliance of corrected work.




                E.         Field Bolted Connections:  Inspect in accordance with
                           AISC specifications. Check at least one bolt on every
                           connection.  Bearing  Bolts  tightened  to a snug fit
                           condition only require a visual inspection.  Friction
                           bolts require a turn of the nut or calibrated  wrench
                           method inspection.

                F.         Shop and  Field  Welding:  Inspect  and  test  during
                           fabrication  and/or  erection  of  structural  steel.
                           Certify welders and conduct  inspections and tests as
                           required. Record types and locations of defects found
                           in  work.  Record  work  required  and  performed  to
                           correct  deficiencies.  Perform visual  inspection of
                           all  welds,  and  perform  ultrasonic  tests  of full
                           penetration welds in accordance with ASTM E 164.



                                 END OF SECTION

<PAGE>



SECTION 05210- STEEL JOISTS

95130  030496



PART 1- GENERAL

1.1 RELATED DOCUMENTS

               A.     Drawings and general provisions of the Contract, including
                      General  and  Supplementary   Conditions  and  Division  1
                      Specification sections, apply to work of this Section.

1.2 DESCREPTION OF WORK

               A.     Extent  of steel  joists is shown on  drawings,  including
                      basic  layout  and  type  of  joists  required.  The  work
                      includes steel joists, bridging,  headers,  erection bolts
                      and joist end anchors.

               B.    Definition: The term "Steel Joists" as used herein includes
                     not only the applicable Series units as classified by Steel
                     Joist  Institute,  but  also  joist  girder  units,  all as
                     indicated.

               C.    Related Work Specified Elsewhere:

                         1. Section  05120 - Structural  steel  including  loose
                    individual  or  continuous  bearing  plates,  and  bolts  or
                    anchors for such plates.

         D.  Work Provided by Others:

                         1. By the Owner -  Payment  of costs  for  testing  and
                    inspection as described herein.

1.3      QUALITY ASSURANCE

          A. Standards: Provide joists fabricated in compliance with Steel Joist
     Institute (STI) Standard Specifications,  Load Tables and Weight Tables for
     types of joists indicated, and as herein specified.

          B. Qualification of Field Welding:

                    1.       Quality welding  processes and welding operators in
                             accordance with the American  Welding Society (AWS)
                             Standard Qualification Procedure.






<PAGE>
                    2.       Joists  welded in place are  subject to  inspection
                             and testing.  Expense of removing and replacing any
                             portion of steel joists for testing  purposes  will
                             be  borne  by  Owner  if  welds  are  found  to  be
                             satisfactory.  Remove and replace  work found to be
                             defective and provide new acceptable work.

1.4            SUBMITTALS

               A.     Product   Data:    Upon    Engineer's    request    submit
                      manufacturer's     specifications     and     installation
                      instructions  for  each  type of  joist  and  accessories.
                      Include  manufacturer's  certification  that joists comply
                      with SJI Specifications.

               B.     Shop Drawings:

                    1. Submit detailed  drawings  showing layout of joist units,
               special  connections,  jointing and  accessories.  Include  mark,
               number,  type,  location  and  spacing  of joists  and  bridging.
               Provide design  calculations and section properties for all joist
               girders and for joists with special loading requirements.

                    2 Provide templates or location drawings for installation of
               anchor bolts and/or bearing plates.

                    3. Shop drawings  shall  indicate the date of the structural
               drawings that were used to prepare the shop drawings.

                    4. Shop drawing submittals shall consist of a direct reading
               transparency plus 2 prints of each drawing.

1.5      DELIVERY, STORAGE AND HANDLING

         A.         Deliver, store and handle steel joists as recommended in SJI
                    Specifications. Handle and store joists in a manner to avoid
                    deforming members and to avoid excessive stresses.

PART 2 - PRODUCTS

2.1      MATERIALS

         A.  Steel: Comply with SJI Specifications.



<PAGE>
              B.     Bolts:


                     1. High strength  threaded  fasteners shall conform to ASTM
A325.

                     2. All erection bolts shall conform to ASTM A325.

               C.     Steel  Primer  Paint:   Comply  with  SJI  Specifications;
                      asphalt type coating not permitted.  Primer paint shall be
                      compatible  with finish coats on  architecturally  exposed
                      joists. See Architectural  Specification's  for additional
                      requirements.

2.2 FABRICATION

                    A. General:  Fabricate  steel joists in accordance  with SJI
               Specifications.  Joists in place  shall be capable  of  resisting
               uplift loads as indicated on drawings.

                    B. Holes in Chord  Members:  Provide  holes in chord members
               where shown for  securing  other work to steel  joists;  however,
               deduct  area of holes  from the  area of chord  when  calculating
               strength of member per AISC Section 1.14.

                    C.  Extended  Ends:  Provide  extended  ends on joists where
               shown,  complying with manufacturer's  standards and requirements
               of applicable SJI Specifications and load tables.

                    D. Bridging:  Provide  horizontal and diagonal type bridging
               for open web joists,  complying with SJI Specifications.  Provide
               bridging anchors for ends of bridging lines  terminating at walls
               or beams.  (For joist  girders,  provide  bottom chord bracing as
               shown or as required by manufacturer.)

                    E. End Anchorage: Provide end anchorages to secure joists to
               adjacent construction, complying with SJI Specifications.

                    F. Header Units: Provide header units to support tail joists
               at openings in floor or roof system not framed with steel shapes.

                    G. See Architectural Specifications for surface preparation,
               and  required  primer  for  compatibility  with the  final  paint
               finish.   Paint  system  shall  be  in  strict   accordance  with
               Architectural Paint Specifications.







<PAGE>
                    H.  Identification:  Use  manufacturer's  standard method to
               identify steel joists before leaving shop,  attached in manner to
               be  visible  alter  erection.  Show  identification  code on shop
               drawings.


PART 3 - EXECUTION

3.1       INSPECTION

          A.       Before starting erection of steel joists,  verily all bearing
                   elevations and that minimum bearing  tolerances  specified by
                   SJI  are   provided.   Report   any   discrepancies   to  the
                   Architect/Engineer.  Do not proceed  until  corrections  have
                   been made.

3.2       ERECTION

                    A. General: Place and secure steel joists in accordance with
               SJI Specifications, final shop drawings, and as herein specified.

                    B. Placing Joists:

                         1. Do not start placing  steel joists until  supporting
                    work is in place and  secured.  Place  joists on  supporting
                    work,  adjust and align in  accurate  locations  and spacing
                    before permanently fastening.

                         2. Provide minimum 2-1/2" bearing for K-series joist on
                    steel.

                         3.  Provide  minimum 4" bearing for  K-series  joist on
                    masonry or concrete.

                         4.  Provide  minimum 4"  bearing  for LH and DLH series
                    joist and joist girders on steel.

                         5.  Provide  minimum 6"  bearing  for LH and DLH series
                    joist and joist girders on masonry or concrete.

                         6. Provide temporary bridging, connections, and anchors
                    to ensure lateral stability during construction.  Where open
                    web joist  lengths are 40 feet and longer,  install a center
                    row of bolted bridging to provide lateral  stability  before
                    slackening of hoisting lines.

         C.         Bridging:   Install  bridging   simultaneously   with  joist
                    erection, before construction loads are applied. Anchor ends
                    of bridging lines at top and bottom chords where terminating
                    at walls or beams.




<PAGE>


         D.         Fastening Joists:

                     1. Field  weld  joists to  supporting  steel  framework  in
accordance with SJI Specifications for type of joists used.


     Coordinate welding sequence and procedure with placing of joists.

          E.          Touch-Up  Painting  For Joist That Receive  Finish  Coats:
                      After joist installation, paint field bolt heads and nuts,
                      and welded areas,  abraded or rusty surfaces on joists and
                      steel  supporting  members.  Wire brush surfaces and clean
                      with solvent  before  painting.  Use same type of paint as
                      used for shop painting.

3.3       QUALITY CONTROL

          A.          An  independent  testing and  inspection  agency  shall be
                      engaged to inspect welded  connections and to certify that
                      the  work  is  in  accordance  with  structural  drawings.
                      Testing agency shall conduct and interpret tests and state
                      in  each  report  whether  test   specimens   comply  with
                      requirements, noting any deviations therefrom.

          B.          Testing  work  shall  be  done  under   supervision  of  a
                      registered engineer.  After completion of the work of this
                      Section,  testing  agency shall certily that work conforms
                      to  structural  drawings.  This  certification  shall bear
                      registered engineer's seal.



                                      END OF SECTION

















<PAGE>



SECTION 05300 - METAL DECKING

PART l - GENERAL

1.1  RELATED DOCUMENTS

     A. Drawings and general  provisions of the Contract,  including General and
Supplementary Conditions and Division 1 Specification sections, apply to work of
this Section.

1.2 DESCRIPTION OF WORK

     A. Extent of metal decking is indicated on drawings, including basic layout
and type of deck units required.

     B. Related Work Specified Elsewhere:

          1. Section 09900 - - Field painting of underside where exposed.

     C. Work Provided by Others:

          1. By the  Owner - Payment  of costs for  testing  and  inspection  as
     described hereinafter.

1.3 QUALITY ASSUAANCE

     A. Codes and Standards:  Comply with  provisions of the following codes and
standards, except as otherwise indicated or specified:

          1. MSI  'Specification  for the Design of Cold-Formed Steel Structural
     Members".

          2. AWS Dl.3 "Structural Welding Code"

          3. SDI "Design Manual for Floor Decks and Roof Decks".

     B.  Qualification of Field Welding:  Quality welding  processes and welding
operators in accordance with AWS "Welder Qualification" procedures of AWS Dl.1.

     C.  Testing:  Welded  decking and shear  connectors in place are subject to
inspection  and testing.  Remove work found to be defective and replace with new
acceptable work.





<PAGE>
     E. Composite Floor Deck Units: Fabricate deck units with integral embossing
or raised pattern to furnish mechanical bond with concrete slabs. Fabricate open
beam deck units with fluted  section  having inter  locking side laps;  of metal
gauge and depth as shown.

2.4 ACCESSORIES

     A. Roof Sump Pans:  Fabricate from single piece of 14 gage galvanized sheet
steel  with  level  bottoms  and  sloping  sides to direct  water flow to drain.
Provide  sump pans of  adequate  size to receive  roof  drains and with  bearing
flanges  not less than 4" wide.  Recess  pans not less  than 4" below  roof deck
surface, unless otherwise required by deck configuration.  Holes for drains will
be cut in the field.

     B. Metal  Closure  Strips:  Fabricate  metal closure  strips,  for openings
between decking and other construction,  of 13 gage sheet steel. Form to provide
tight-fitting closures at open ends of flutes and sides of decking.

     C. Provide metal pour stop at all edges of concrete construction (including
floor openings) except where edge angle is detailed.  Pour stop shall be of gage
as  recommended by  manufacturer  for specific  conditions  with a minimum of 20
gage.

2.5 SHOP PAINTING

     A.  Chemically  clean and phosphate treat  (nongalvanized)  metal roof deck
units and  accessories,  and apply 1 coat of paint  baked-on  by  manufacturer's
standard method.  Paint primer shall be in strict conformance with architectural
specifications.

PART 3 - EXECUTION

3.1      INSTALLATION

     A.  General:   Install  deck  units  and  accessories  in  accordance  with
manufacturer's recommendations and final shop drawings, and as specified herein.

     B. Placing Deck:

                    1.       Place deck units on supporting  steel framework and
                             adjust  to  final  position  with  ends  accurately
                             aligned and bearing on  supporting  members  before
                             being  permanently  fastened.  Do  not  stretch  or
                             contract side lap interlocks.






<PAGE>
                     2.       Coordinate  and cooperate  with  structural  steel
                              erector  in  locating  decking  bundles to prevent
                              overloading of structural members.

                     3. Do not use deck units for  storage or working  platforms
until permanently secured

               C.     Fastening Deck:

                     1. Fasten deck units to steel supporting members by welding
as noted on drawings.

                     2.       Comply with AWS  requirements  and  procedures for
                              manual shielded metal arc welding,  appearance and
                              quality of welds,  and methods used in  correcting
                              welding work. Use welding  washers where indicated
                              on drawings.

                     3. Mechanically  fasten side laps of adjacent deck units as
noted on drawings.

               D.     Cutting  and  Fitting:  Cut and  neatly fit deck units and
                      accessories   around  other  work  projecting  through  or
                      adjacent to the decking, as shown.

               E.     Reinforcement  at  Openings:   Provide   additional  metal
                      reinforcement and closure pieces as required for strength,
                      continuity of decking and support of other work shown.

               F.    Roof  Sump  Pans:  Place  over  openings  provided  in roof
                     decking  and weld to top decking  surface.  Space welds not
                     more than 12" oc with at least one weld at each corner.

               G.    Hanger Slots or Clips:  The use of hanger slots or clips to
                     receive  hangers for support of ceiling  construction,  air
                     ducts, diffusers or lighting fixtures, is not permitted.

               H.    Closure  Strips:  Provide  metal  closure  strips  at  open
                     uncovered  ends and edges of decking,  and in voids between
                     decking  and  other  construction.  Weld into  position  to
                     provide a complete decking installation.

               I.    Touch-Up Painting: Alter decking installation,  wire brush,
                     clean and touchup  scarred  areas,  welds and rust spots on
                     top and bottom  surfaces  of decking  units and  supporting
                     steel members. Use same type as shop paint.

3.2      QUALITY CONTROL





<PAGE>

100295            STRUCTURA~5S1T20EEL9 F

             A.        An  independent  testing and  inspection  agency shall be
                       engaged  to  inspect  deck  installation  including  deck
                       welding,  and to certify that the work is in  conformance
                       with Contract Documents.

             B.        Inspection  work  shall be done  under  supervision  of a
                       registered engineer. After completion of the work of this
                       Section,  testing agency shall certify that work conforms
                       to  Contract  Documents.  This  certification  shall bear
                       registered engineer's seal.


                                        END OF SECTION



<PAGE>
<TABLE>
<CAPTION>
                                      PC-38

----------------------------------------------------------
----------------------------------------------------------
<S>                                                       <C>                <C>                  <C>                  <C>          
Area 1: (Tower I):                                        $ 1,049,222.0O     $        73,00000    $        7,778.00    $1,130,000.00

Includes Walmart, BJ's and Home Depot
----------------------------------------------------------
----------------------------------------------------------
General Conditions                                        $  100,00000                            $                    $  100,000.00
----------------------------------------------------------
----------------------------------------------------------
Area 2: (Phase I) includes column lines 1 - 28 inclusive. $ 3,683,894        $234,000.00          $        18,106.00   $3,936,000.00
----------------------------------------------------------
----------------------------------------------------------
General Conditions                                        $  300,000.00      $        -           $        -           $  300,000.00
----------------------------------------------------------
----------------------------------------------------------
Area 3: (Phase II) Includes column lines 28-45 inclusive. $ 2,441,88400      $        180,00000   $        12,11600    $2,634,000.00
----------------------------------------------------------
----------------------------------------------------------
General Conditions                                        $  100,00000       $        -           $        -           $  100,000.00
----------------------------------------------------------
----------------------------------------------------------
TOTALS:                                                   $ 7,675,000 GO     $        481,00000   $        38,000 GO   $8,200,000.00
----------------------------------------------------------
</TABLE>



<PAGE>


U.S. BRIDGE OF N.Y., INC. PALISADES P0WER MALL:
May 29 1996
                              UNIT PRICES E-076(S)

                              Revision I - 5/24/96


                        Revision 2 - Added price 5129/96



<TABLE>
<CAPTION>
<S>                                                                       <C>             <C>          
                Floor Deck  Erection                                      $ 0.58          Per Sq. ~.
                Roof Direct Erection                                      S 0.15          Per Sq. Ft
                Joint Erection                                           $125.00          Per Piece
                                                                         -------
                Steel Erection                                           $268.00          Per Ton
                                                                         -------
                Precast Column Erection                                  $300.00          Per Piece
                Added X. Brace Erection                                  s790.00          Per X Brace (wind brace 2 pcs. Angles)

</TABLE>


<TABLE>
<CAPTION>
<S>                                                       <C>                             <C>    
                Hourly Rate
                                                          Standard                        Overtime
                Foreman                                     $ 80.00    Per Hour              $115.00    Per Hour @     Ii
                                                            -----------                      -----------
                Crane & Operator                            $225.00    Per Hour              $420.00    Per Hour @     D.T.
                                                            -----------                      -----------
                Welder                                    S 85.00  Per Hour                $125.00 Per Hour @ 11/2
                                                          ---------                        --------
                Iron worker                               S 77.50  Per Hour                S~10.00 Per Hour 1 1/2
                                                          ---------                        --------

</TABLE>


Shear Stud                 $1.30

Roof Frame lnstallation    250.00
(HVAC Unit Frame)
Roof Drain Frame)


<PAGE>

U.S.  Bridge of N.Y., Inc.

[Graphic]


<PAGE>


U.S.  Bridge of N.Y., Inc.

[Graphic]



<PAGE>


                     EXHIBIT "G~ - CERTIFICATE OF INSURANCE
                                      PC-38



     Contractor  acknowledges  and agrees  that they will  provide to EklecCo an
original Certificate of Insurance with all terms in accordance with the attached
Sample Certificate of Insurance no later than Wednesday, June 19,1996.


<PAGE>


[Graphic]

<PAGE>
                                     EKLECCO
                                 HOW TO GET PMD

FIRST PAYMENT:

1.  Included in the  Contract  is a sample of the  "Contracror  Requisition  for
Payment  Form",  annexed as Exhibit N, which you will use to invoice each month.
This sample form will contain the  "Schedule of Values" for the Scope of Work to
be completed.

2. Within ten (10) days afier  execution  of the  Contract,  you will receive an
actual  "Contractor's  Requisition for Payment Form" completed with the Schedule
of Values which were agreed to in the  Contract.  You should  fill-in the values
completed to date,  percent  completed to date and the gross amount  claimed due
with cash  requisition.  Return to EklecCo  ("EkiecCo") by the 25th of the month
for processing.

3. Be  certain  that an  authorized  officer  of the  company  signs and has the
signature notarized. In addition, if an architect's or engineer's  certification
or  approval  is  required,  be certain  that this is also done.  The  submitted
Requisition constitutes Contractor's sworn certification of the amount and value
of Work it claims it has completed to the date of the Requisition.

4. This Requisition will be reviewed and processed by EklecCo personnel.

5. Along with each payment check,  EklecCo will prepare a "Contractor  Waiver of
Lien" form.  This form must be signed and notarized  prior to EklecCo  releasing
your check on or about the 15th of the month.

6.  Additional  amounts  added  to the  Requisition  will be paid  for the  Work
completed,  ONLY if a Change  Order,  in  compliance  with Section  4.2.1 of the
Contract, has been executed.

7. Any time the 25th falls on a weekend or holiday, the due date for "Contractor
Requisition for Payment Form" will be the next business day.  Likewise,  the due
date for checks will be the next  business day if the 15th falls on a weekend or
holiday.

NEXT AND EVERY ADDITIONAL PAYMENT:

1.  Prior to the  25th of each  month,  you  will  receive  from  EklecCo  a new
"Contractor  Requisition for Payment Form".  The form will show current contract
values, as well as prior payments.


<PAGE>





2. You  will  need to fill in the  blank  Requisition  form  and then the  cycle
described above will start again.

FIRST RETAINAGE PAYMENT:

1. Prior to issuance of the first Retainage payment on the Contract,  Contractor
must sign and submit a "Job Completed  Memorandum of Understanding",  a "Written
Guarantee"  and a completed  "Punch List" to be signed by an authorized  EkiecCo
representative. The first retention payment cannot be requested at the same time
as the final payment.  EklecCo will not issue the  "Contractor  Requisition  for
Payment  Form" for  retention  payment.  Please  request  retention on your o~vn
invoice form,  showing project,  contract number,  scope of work, date completed
and amount requested.

                                R E M E M B E R ~

1. YOU MUST NAVE YOUR REQUISITION FILLED OUT, SIGNED, NOTARIZED AND IN EKLECCO'S
HANDS AT THE ADDRESS STATED BELOW BY 4:00 PM, THE 25TH OF THE MONTH, IN ORDER TO
BE PAID ON THE 15th OF THE FOLLOWING MONTH.

2. PAYMENT WILL BE MADE ONLY ON CHANGE ORDERS IN  COMPLIANCE  WITH SECTION 4.2.1
OF THE CONTRACT AND TIMELY SUBMITTED BY THE 25TH OF THE MONTH.

3. YOU MUST SIGN AND HAVE NOTARIZED THE  "CONTRACTOR'S  WAIVER OF LIEN" FORM AND
ALL RELATED DOCUMENTS PRIOR TO RECEIVING YOUR CHECK.

4.        ONLY ORIGINALS WILL BE ACCEPTED. FAX COPIES WILL NOT BE ACCEPTED.

Mail to:          EklecCo
                  4 Clinton Square
                  Syracuse, New York 13209
                  Attn:    Financing Department


                  Questions  should be addressed to EklecCo at the above address
or phone (315) 422-0090.

<PAGE>





                     PARTIAL PAYMENT RECEIPT, GUARANTEE AND
                          WAIVER OF RIGHT TO FILE LJEN


                                                                    CONTRACT NO:
                                                                  CONTRACT DATE:
                                                                 CONTRACT SCOPE:
                                                                        PROJECT:
                                                               REQUISITION DATE:
                                                                   PAYMENT DATE:

FROM:
TO:

     Original  Contract  Amount  Total  Contract  Adjustments  to  Date  Revised
Contract Amount to Date

     Amount Paid to Date Including this Payment Total Net Amount Paid to Date


The  undersigned  Contractor,  Subcontractor  or  Supplier  hereby  acknowledges
receipt this date of _______________ and the aggregate payments received to date
as stated above.

The undersigned  hereby  certifies that the amounts set forth above are true and
correct.  The undersigned also  represents,  warrants and certifies that: all of
its  employees,  Suppliers  and Vendors have been paid all amounts which are due
and owing as of the date  hereof,  that  there are no liens  filed  and/or  lien
rights claimed by any Suppliers,  Vendors or  Subcontractors;  and all necessary
executed lien waivers and/or releases have been obtained by Contractor.

In  consideration  for the amount paid to the undersigned to date, on account of
all Work, labor, equipment, material or services furnished or performed pursuant
to the above Contract and relating to EklecCo and the Project,  the  undersigned
WAIVES and RELEASES,  to the extent allowed by Law, all liens or rights of liens
the undersigned  now has or may be entitled to claim or assert,  arising from or
in any way relating to the Work to date in  connection  with  Contract No. as of
the date of execution of this instrument.

The undersigned hereby CERTIFIES that;

1.       For  the  period  above,   the   Contractor  or  its  Supplier   and/or
         Subcontractors  performed  no Work on the  Project  beyond the Scope of
         Work set forth in the Contract or for which Contractor or its Suppliers
         and/or  Subcontractors  are or  may be  entitled  to  claim  additional
         compensation  from  EklecCo,  nor did  Contractor  or its  Suppliers or
         Subcontractors  make any  changes  in, or  additions  to the Work to be
         performed  and material to be furnished or installed by the  Contractor
         under the Contract, and


<PAGE>


                                    [Graphic]


<PAGE>


                                   EXHIBIT "J"
                                 COST BREAKDOWN


This document may be requested  from  EklecCo's  Construction  Lender at a later
date,  and  Contractor  understands  that they may be  required  to supply  such
information.


<PAGE>
                                   EXHIBIT "K"
                         ASSIGNMENTOF PROJECT DOCUMENTS


This document may be requested  from  EklecCo's  Construction  Lender at a later
date,  and  Contractor  understands  that they may be  required  to supply  such
information


<PAGE>
                                   EXHIBIT "L
                            CONSTRUCTION CONSENT FORM


This document may be requested  from  EklecCo's  Construction  Lender at a later
date,  and  Contractor  understands  that they may be  required  to supply  such
information


<PAGE>


[Graphic]

<PAGE>
                                   MEMORANDUM

TO:          E-0765 File: Steel Erection

FROM:        Jason Teller

DATE:        June 12, 1996

RE:          A meeting between Ron and Joe Polito of US Bridge of New York, Inc.

ATTENDEES:

EklecCo:     Jason Teller
             Pete Teller
             Jim Bold
             Mike Barney


Pete started the meeting by explaining  that prior to this award we wanted to go
through  a few  additional  issues.  We may have  covered  some of those  issues
already  and some may not have been,  but we just wanted to clarify  them.  Once
discussed,  Jason  will  dictate a  memorandum  and this  memorandum  will be an
exhibit to the contract should we award to US Bridge of New York, Inc.

The first issue was the union situation.  US Bridge of New York, Inc. is a union
contractor  and Pete Teller stated that we do not want any problems on the site,
EklecCo does not want  disharmony.  EklecCo has no problem with US Bridge of New
York, Inc. functioning as a union contractor, but did not want any problems with
any of the other contractors on the site. For example, if US Bridge of New York,
Inc. has a master mechanic on site,  this will not effect any other  contractors
working  there.  This is not a union job,  it is an open shop with a  prevailing
wage  agreement.  If there were any union  trouble  makers on the site, we would
expect them to be  removed.  Joe Polito  responded,  "My workers on the site are
iron workers,  not  organizers,  so we will remove them if  necessary.  Joe also
added,  There will be a two gate  system in place if needed and my workers  will
honor a two-gate  system and  continue to work if  necessary  because my workers
will use it if there are pickets."

Pete  Teller  then  explained  he  thought  it was a good  time to  bring up the
prevailing  wage agreement  that EklecCo has signed with the unions.  The unions
and  EklecCo  have agreed to work in  harmony.  Pete  Teller  stated that if the
unions  were to  picket  this  job for any  reason,  it  would  then  void  this
prevailing  wage  agreement.  Joe  responded,  ~l know how the agreement was put
together."

Pete Teller then asked Mike Barney to review his  discussions on flexibility and
schedule, realizing we have covered it several times but also this morning. Mike
explained that due to possible land problems in Phase lit may be necessary to do
some of the erection,  possibly area 7 and area 8, out of sequence or at a later
date.
Joe Polito agreed that they had discussed this earlier and whatever


<PAGE>




     areas that EklecCo needs US Bridge of New York.  Inc. can adjust the timing
on  areas 7 and 8. He can do the  other  areas  out of  sequence  as long as the
fabricator  can supply  his two  cranes  that he will have in each area Joe also
stated, "If necessary, we would shut down the cranes and remobilize

Joe Polito then  brought up the roadways he is expecting to see Out on the site.
He needs two stripes  down the pad. I noted that the entire  building  pad has a
3.5' lift of stone,  geogrid,  and fabric serving as a construction mat and this
should be  sufficient.  Pete  Teller  brought up the soft area that we  recently
encountered  near Tower 3, where the mud wave  occurred,  and that it would be a
good idea to avoid this area when  erecting.  Joe Polito  stated,  "That is what
Mike Stewart does out on the site and we can work around it."

Pete  Teller  then asked Jim Bold to review  the shift work that was  negotiated
earlier today for Tower 1. Jim explained  that  basically the agreement was that
US Bridge of New York, Inc. would employ two seven hour back to back shifts each
day and that they would have a make up day on Saturdays. This agreement went for
iron workers as well as operators.  Saturdays  will serve as a rain day make up.
This allows us to  accelerate  the Tower 1 schedule  beyond what is shown in the
contract  schedule but we are unable to ascertain the effect it will have on the
schedule at this point. Joe Polito agreed with this assessment.  Joe stated,  "I
can only agree to durations at this point for  schedule.  Only after I meet with
the  foundation  contractor,  fabricators,  and see the site progress can I nail
down the exact dates."

Pete Teller  thought it was a good time to bring up the contract  administrators
that  EklecCo has out in the field are  basically  out there to  administer  the
contract.  They  really  do  not  have  a  tremendous  amount  of  knowledge  of
construction,  so EklecCo is relying  heavily on US Bridge of New York,  Inc. as
experts in the steel erection area." Joe stated, "I understand".

Pete Teller  stated,  ~l hope that I can say with a straight face that US Bridge
of New  York,  Inc.  has  had  adequate  time  to  review  the  drawings  as the
negotiations  have been going on since March."  Everyone  laughed and Joe Polito
responded, "Yes, we have had plenty of time and we know the drawings very well."

US Bridge of New York, Inc. has had plenty of time to review the plans,  accepts
them, and are comfortable  with the plans.  Joe Polito asked about the survey on
the site,  what would be  provided.  I explained  to Joe Polito that EklecCo has
provided a benchmark  and two column lines that  intersect at one column  point.
The foundation  contractor  then takes it to do all of his layout that US Bridge
of New York,  Inc. will then survey and  continue.  US Bridge has been told that
the  responsibility  for the  survey is theirs  and the  responsibility  for the
anchor  bolts is  handed  from the  foundation  contractor  to them and it is US
Bridge of New York, Inc.'s  responsibility to review and accept them if they are
correct or work out any problems directly with the foundation contractor.


<PAGE>
                                        1
                                MEMORANDUM _____
                                                              An EklecCo Project
TO:                 Joe Polito, Ron Polito, Mike Stewart
                    Peter Teller, Jason Teller and Dave Mistretta
FROM:               Tom Valenti
DATE:               June 18, 1996
RE:                 U.S. Bridge - PC-38
                    Steel Erection




We are  sitting  with Joe & Ron Polito and Mike  Stewart of U.S.  Bridge.  Jason
Teller,  Peter Teller and Dave Mistretta of EklecCo and Tom Valenti is dictating
the  memo,  but  everyone  understands  they can jump in at any point and make a
correction or addition or subtraction. When we started out this morning Mike was
not able to be with us  because  he was on  another  job.  Ron and Joe were kind
enough  to wait  until  12:00  p.m.  to get  started.  I was late  even for that
appointment.  I explained to Joe, Ron and Mike that this was my only project and
that I had invested ten years of my life in it. I further  explained  that if we
were to sign with U.S.  Bridge we would be paying more than we would for another
contractor and we had to make sure that we had their full  commitment.  I stated
that it was especially  important to have Mike, U.S. Bridge's  superintendent at
the meeting.

During some light conversation,  we got some unfortunate news and found out that
Ron  could  have  been a  doctor  but  chose  to be a steel  erector  and we are
questioning his entire decision making process and everything he has said so far
today, we are not sure if it is true. Of course we are kidding. Joe's background
is as a civil engineer and so is Ron's.  Joe got in the steel erection  business
in the late fifties and has had several  companies and, his latest U.S.  Bridge,
is a publicly owned company.  Joe well understands the problems with the banking
industry today and that was one of the reasons he went public. Going public made
it much easier for him to raise capital.

I explained  to Joe that one of our  problems is that since 1991,  the banks and
real estate  developers have a little bit of a different  relationship than they
did in the 1980v5 and the banks are not so liberal  anymore with change  orders.
In addition I explained to Joe, that we were looking


<PAGE>
at this to be a no-change  order job. Joe stated that he has looked at the plans
and doesn't see any  problems  with the plans.  He looks at this as a repetitive
job that is no problem and doesn't see the need for any change orders. Of course
the exceptions to that would be if there were any material tenant changes.

Mike who has been with Joe since 1968, is going to be the supervisor on site, he
will be here everyday. Mike runs the job from top to bottom. Basically he builds
the job first on paper. One of the things Mike said was that as soon as possible
he needs Derrick plans so that he can get his schedules  together.  He showed us
an example of the  schedule  that he produces  for the  erection  procedure.  In
effect,  he puts the project  together on paper from beginning to end. Mike says
that he likes to keep  guys  doing one kind of work for a period of time so that
they improve on the job. That gives him an opportunity  to determine  whether or
not he has any bad eggs. Joe stated that they have a mule driver named Mario who
comes in and  determines  whether or not people are working up to par and if not
Mario fires them.  Joe stated that  typically  they fire and rehire about 20% of
the work force.  Mike stated that the biggest  issue for him is making sure that
he gets  sequencing  down correctly and as he said earlier getting the plan down
on paper so that the job  proceeds  smoothly.  Mike also said he works very well
with other trades,  union and non-union.  He said that he would rather cooperate
than fight.

The next thing we talked about was  coordination.  Joe  understands  that we are
dealing with two fabricators,  a deck supplier, and a joint supplier, and also a
supplier  of  precast  columns.   Joe  says  that  U.S.  Bridge  will  take  the
responsibility for all coordination with those suppliers, such that, U.S. Bridge
will be sending  shipping lists to the fabricators  stating the pieces that they
need and the rough  schedule  that they need  them from  beginning  to end.  Joe
stated that Dave will be copied on all of the correspondence.

Mike  will  also  be at  the  morning  meeting  every  morning  with  the  other
contractors.  Mike  also  requested,  and  Jason  and  Peter  agreed,  that both
fabricators should be at the morning meetings. Dave agrees and he will see to it
that  they are  present.  Joe  stated  that  they are used to  dealing  with the
fabricators and often times they have a job where they will be the  fabricators.
He said that this job will be treated  in the same  manner.  Joe stated  that in
looking at potential  problems that can come up with the  fabricator  that minor
mistakes  would be handled by U.S.  Bridge in the field such as where there is a
mispunched  hole in a piece they would  either cut in another hole or rough hang
it.  He  stated  that he  cannot  take the  financial  responsibility  for major
problems,  but will  take the  responsibility  for  making  sure the  fabricator
corrects any major problems.  Overall Joe understands  that U.S. Bridge is going
to take  overall  responsibility  for making sure that the  fabricator  gets the
steel On-site in the proper sequencing and at the proper time.

Joe  stated  that he needs a hammer  in order  to  enforce  that the  fabricator
produces  on time and  properly.  Pete said that we would  have U.S.  Bridge put
together a schedule and have everybody


<PAGE>
including  the  fabricators  agree to it and then after that if the  fabricators
were off schedule,  U.S. Bridge could impose  penalties on the fabricators  that
are stated within our contract with the  fabricators.  EklecCo will empower U.S.
Bridge to impose  the  penalties  on the  fabricators  if they do not live up to
their obligations.

Again we talked about the fact that we were looking at this as a no-change order
job.  Again Joe  reiterated  he didn't see any  reasons  for  change  orders and
further said that he was the expert and we were not and we were also looking for
a no problem  job.  (Joe said that I was the one who said I wasn't an expert and
I'm willing to testify in court that I am not.)

We talked about the fact that there was going to be a potential  for  relocating
X-braces.  Joe  said  that as  long as we were  moving  the  X-braces  prior  to
installation  that wasn't a problem.  Other more significant  changes that would
result because of a material change from a tenant or a change that we make would
result in a change order.

We talked about  flexibility  and the fact that often with a retail  development
there are situations  that result either because of government,  a lender,  or a
tenant, that might require priorities changing from one area to another. Joe did
not believe that was going to be a problem.  We also talked about the  potential
for slow downs. Joe believed that slow-downs were a problem and that rather than
slowing down he would rather stop he stated that there would not be a problem if
we had to stop for a week and then come back.

We then  talked  about the  start-up  and Joe  stated in  talking to the Tower 1
foundation  contractor  it looked like there was a problem  that would result in
not being able to start until two weeks from  Wednesday.  On further  discussion
about this we have concluded that by the middle of next week the precast columns
could start in the middle of the  building  and we were going to see if we could
further affect the foundation contractor to make that start date move up.

Not later  than  Monday the Tower 1 delivery  list for the  fabricator  would be
prepared.  Ron  talked  about  doing that in pieces  and  getting  parts of that
fabrication & shipping list done sooner.  The list that would be ready on Monday
would be just for Tower 1 and the rest of the job would go in sequence  building
by building based on EklecCo's schedule. Joe talked about the fact that he would
like to have sixty men on the job as optimum in terms  efficiency.  He said that
works well with the unions having giving them the  concession on the "four tens"
and the make up day on the fifth day.

In that regard we talked about past memos and Joe said that the commitments that
were made in the prior memos were still all good except the only issue in one of
the  previous  memos  dealt with  shift work and that would have to change.  Joe
feels  that doing it this way would work  better  because he feels that  working
with the sixty men would be a lot better than working with one


<PAGE>
Joe would  like to thank us for the job. I  reminded  him that I didn't  sign it
yet.  hundred  and  twenty  because of the time it would take to build up to one
hundred and twenty.

We talked  about  schedule  and Mike stated that they were  looking at something
between a six to an eight week schedule with the last two weeks being "clean up"
without the crane (X-bracing,  etc.), but Mike needed the Derrick plans in order
to finalize this.  Jason said that the drawings would get out to them as soon as
possible along with a list of contacts from the suppliers. Joe stated that if we
needed  an extra  rig as long as they got a weeks  worth of work out of the rig,
there  would be no problem  providing  the extra  crane.  Joe stated that he had
spoken to the site  contractor  and Joe and Mike were aware of site  conditions.
Joe said that  certainly the Tower 1 area  presented no problem and he was aware
of the site  conditions  out on the rest of the property and that he  understood
that  there was a soft spot that could be worked  around in the Tower 3 area.  I
mentioned  I wanted to make sure that we were not going to be hit for extras for
matting  or other  problems  related  to the site  conditions.  Joe said that he
didn't see that as a problem.  Joe stated that he will  coordinate with the site
contractor  and be able to work  around  the site  contractor  and with the site
contractor.  They have already had discussions with the site contractor and both
Mike and Joe think  that he is doing a very good job and  believe  that they can
work with them.

Joe also  understands that we may have a timing problem with the lumber yard and
agrees that they might have to come back and complete the steel  erection on the
lumber yard properly.

As far as  weather  is  concerned  if it  becomes  an issue in later  months  in
November  the  contract  provides for a make-up day when weather does not permit
them to work.  Joe  educated  me that you  can't do iron work in the rain or the
snow at all.

We talked a little  bit about  the  union  situation,  Joe says that he has been
having good  cooperation  from the  operators  and the iron  workers and his men
should be no problem in terms of working along with non-union contractors.


<PAGE>
                            PRIVILEGED & CONFIDENTIAL



                                   COMMITMENT
                                   MEMORANDUM

TO:                 Steel Erection File
FROM:               Chris Montrose
DATE:               May 31,1996
RE.                 Meeting with US Bridge and EklecCo


Present  from US Bridge  via  teleconference  are Vice  President,  Ron  Polito,
President,  Joe Polito and on Site Supervision,  Mark Stewart. Carolyn Frani and
Chris  Montrose are present from  EklecCo US Bridge  representatives  understand
that they can interrupt the dictation of this memorandum at any time to make any
additions and/or changes to the dictation.

I started the meeting out by explaining to US Bridge that EkelcCo is obtaining a
Commitment  Memo form the top three bidders for steel  erection.  Once the memos
are complete  they are presented to the group along with the bids.  U.S.  Bridge
understands the Commitment Memo is evaluated  seriously by the group in order to
determine who will be awarded this Contract.

I next asked US Bridge,  putting price aside what can they offer EklecCo for the
erection  of steel  that  would  convince  EklecCo  to award the steel  erection
contract  to  them?   Joe  Polito  stated  ~We  are  committed  to  service  and
coordination. We will handle all of the coordination for this Project." Joe also
stated, "We have access to our own men. I have guys set up from Canada currently
and I also have men from the local unions." Joe continued by stating,  -~ am the
co-chairman of the union funds in the area

Joe stated,  "If awarded  this job, I would have Mike  Stewart set up an Advance
Shipment List which would be given to our fabricators."  Joe stated,  "We divide
the building up into  subdivided  areas and we  basically  build the building on
paper to give to the fabricator."

Joe stated,  "We continually check with the fabricator to make sure that he will
be able to meet the  schedule  that we have given them.  We order the steel from
the fabricator."

I asked Joe, Ron and Mike about their  coordination  with the fabricator and how
would they handle any possible field conflicts.  Joe stated. "We will coordinate
very  closely  with the  fabricator  and  detailer to get the job done in a fast
time."


<PAGE>
Joe wanted to add to the memo,  that he has  requested  if they are awarded this
project that they want an immediate meeting with our fabricator and the detailer
so they can be brought up to speed and put on the same page as one  another  and
work together harmoniously.

I explained to US Bridge that we have Contract  Administrators  on site and have
no  Construction  Managers or General  Contractors.  I also  explained  that our
Contract Administrators have no previous construction  experience,  and this was
done purposely, so their opinions are unbiased. I asked US Bridge how they would
handle filling in any gaps that would develop on site due to this condition. Joe
stated,  "We will  coordinate  with the  other  trades.  We will  also  copy the
Contract  Administrators  on any of the information  that develops  between this
coordination  to make them aware of what is happening.~ Joe also stated,- We are
ready and willing to take on this  responsibility."  I explained  to Joe that we
have a morning  meeting  every  morning  at  approximately  T30 and at least one
representative from each Scope of Work attends that meeting to put any issues on
the table that they may have to  coordinate  the  overall  Project.  Joe stated,
"This would work good for us." He also said that they have a surveying crew that
will  continually be on site and one member from the survey crew will attend the
meeting along with Mike Stewart.

I next explained to US Bridge,  that if EklecCo were to hire their  company,  it
would be because of their  expertise.  EklecCo,  as the Developer,  looks to the
people we hire to have all of the expertise. Joe stated, "The main thing we have
to offer is our  expertise.  I have been  trying to get this across for the past
two months.  One of our strongest suits is  coordinating  and getting the entire
package together using our expertise." Joe then wanted to add, "The expertise is
used best in the early part of the Project when the  fabricator,  detailers  and
erectors  meet to get  everyone  on the same  page and  start  the  coordination
process on the right foot."

I next  asked,  "What is the last mall  project  that US Bridge  worked on?" Joe
stated,  "It was the Concourse  Plaza,  and we used three cranes on this project
and erected  approximately  5,000 to 6,000 tons of steel." Joe stated,  "We have
built numerous  buildings in the past and I have been in the business since 1956
and  opened my own  business  in 1966,  so I have a lot of  experience  under my
belt."

I next told Joe since he has worked on many projects in the past, he understands
that flexibility is key in any project. Joe stated, "You have to be flexible. As
long as the steel is not missing in the building and access is still  available,
we will be able to move around at your direction and be very flexible".

If for  some  reason  the  Scope of Work  changes  and a  Change  Order  becomes
necessary,  US  Bridge  is  not  to go  ahead  with  any  work  without  written
authorization.  Joe  stated  "we use  what is  called  a DAN  form.  Which  is a
notification  form given to EklecCo  which shows any changes that have  evolved,
and if they  affect or do not  affect  our  project,  we even  flag any  drawing
changes and make EklecCo aware of the changes."

In closing I asked US Bridge if they could sum up their  overall  commitment  to
us. Joe stated,  "We are very,  very interested in getting this work. We are the
people for this Project.  We are willing to give a full commitment for this work
and do the best job for you.


<PAGE>
                                  Scope of Work
               Structural Steel Erection for the Palisades Center



Contractor  shall  furnish and install  all, but not limited to,  necessary  and
appropriate   labor,   materials,    equipment,    supervision,    coordination,
mobilization,  and taxes  necessary to erect the structural  steel for Palisades
Center as per plans and specifications.

     1. Contrac~or shall be responsible for all coordination with the structural
steel fabricators,  detailers,  joist and deck suppliers,  structural  engineer,
foundation contractors,  precast column suppliers and all other contractors that
affect the structural steel erection scope of work.

     2.  Contractor   shall  be  responsible  to  coordinate  and  schedule  all
deliveries  of  the  structural  steel  elements  that  are  necessary  for  the
structural steel erection scope of work.

     3.  Contractor  agrees to provide,  all but not limited to, erection bolts,
shear studs,  welding material,  etc. necessary to complete the structural steel
erection scope of work.

     4. Contractor agrees to install all pour stop, deck closure, metal decking.
and shear studs as necessary and indicated on the Contract plans.

     5. Contractor has provided a deduct price for the erection of areas 7 and 8
of $957,000.00 if EklecCo elects not to erect this portion of work.

     6.  Contractor  agrees  to  provide  all  necessary  matting  for the  safe
operation of a crane if necessary

     7. Contractor has included in his lump sum contract price the  coordination
and erection of all precast columns.

     8.  Contractor has included the erection of the joist,  joist girders,  and
bridging as shown on the contract plans.

     9. Contractor agrees to examine all delivered  materials prior to accepting
them to ensure that they are in proper  condition  after shipping and report any
discrepancies in writing directly to the suppliers.

     10.  Contractor  agrees to coordinate all necessary  testing and inspection
and accommodate all scheduling necessary for any owner, state, local, or federal
inspections as may be necessary.

     11. Contractor  understands that the intent of this contract is a 100% turn
key erection package for Tower I and the entire mall.



<PAGE>

X YES __ NO (ii) Contractor will be held to highest standards

X YES __ NO (iii) EkiecCo's rights on Contractor's  failure to satisfy ( ),
including liquidated damages (2.2.3) Supplementation  (2.2.3(a)) and termination
(2.4.1)

X YES __ NO (F)RISKS TO CONTRACTOR OF LUMP SUM BID (2.6)

X YES __ NO (G) TIME OF THE ESSENCE FOR COMPLETION OF THE WORK (3.1)

X YES __ NO (H) MODIFICATIONS TO THE WORK

          (i)     By written agreement in advance only (4.0)
          (ii)    Basis for payment (4.1.2)


                        (I) CONTRACTOR'S REPRESENTATION

X YES __ NO(i)      Experience and capacity (5.2(a))

X YES __ NO(ii)     Financial Solvency (5.2(b))

X YES __ NO(iii)     Quality of Work (5.1)

X YES __ NO(iv)  Compliance with all laws (5.2(c))

                             (J) PAYMENT PROCEDURE

X YES __ NO(i)      Timing (7.2.1)

X YES __ NO(ii)     Requisition documents (7.8)

X YES __ NO(iii)  Payment (or part) withheld (7.3.1, 7.32, 7.4, 7.5)

X YES __ NO (K) FINAL ACCEPTANCE AND PAYMENT (Art. 8) 

X YES __ NO (L) INSURANCE AND PAYMENT (Art. 9)

X YES __ NO  (M) IDA PROJECT/SALE AND USE TAX EXEMPTION (Art. 10) 

X YES __ NO  (N)   LEGALLY BINDING CONTRACT/STRICTLY ENFORCED


<PAGE>
                                   DISCUSSION

1.        Purpose of Meeting and Memorandum:



2.        Nature and Content of Contract:

<PAGE>
Read and Understood Agreed:


Contractor               Date


EKLECCO                  Date


<PAGE>
                                NOTICE TO PROCEED


DATE:                               June 12,1996

PROJECT:                            Palisades Center

CONTRACTOR:                         U.S. Bridge of New York Inc.

CONTRACT NO.:                       PC-38

CONTRACT AMOUNT:                    $8,200,000


CONTRACTOR  SHALL  PROCEED WITH ITS WORK IN  ACCORDANCE  WITH AND SUBJECT TO THE
ABOVE CONTRACT UPON RECEIPT OF THIS NOTICE TO PROCEED.



Dated:

                                   Thomas J. Valenti, Partner