ATLANTIC CITY/BRIGANTINE CONNECTOR



                            CONTRACT



                         




















                              Exhibit 10.13

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TABLE OF CONTENTS

ARTICLE 1.  CONTRACT COMPONENTS;  INTERPRETATION OF CONTRACT DOCUMENTS   2

 1.1   CERTAIN DEFINITIONS; RECITALS                                     2
 1.2   CONTRACT DOCUMENTS                                                2
 1.3   ORDER OF PRECEDENCE                                               2
 1.4   INTERPRETATION                                                    3
 1.5   REFERENCED STANDARDS                                              3
 1.6   EXPLANATIONS; OMISSIONS AND MISDESCRIPTIONS                       3
 1.7   COMPUTATION OF PERIODS                                            4
 1.8   APPROVALS                                                         4

ARTICLE 2.  OBLIGATIONS OF CONTRACTOR; EFFECT OF REVIEWS, INSPECTIONS 
            AND TESTS                                                    5

 2.1   DESIGN AND CONSTRUCTION                                           5
 2.2   CONTRACTOR OBLIGATIONS                                            5
 2.3   EFFECT OF REVIEWS, INSPECTIONS, TESTS AND APPROVALS               7

ARTICLE 3.  INFORMATION SUPPLIED TO CONTRACTOR; DISCLAIMER; LIMITATION 
            OF LIABILITY; REPRESENTATIONS AND WARRANTIES; OPINION OF 
            COUNSEL                                                      8

 3.1   INFORMATION SUPPLIED; DISCLAIMER; LIMITATION OF LIABILITY         8
   3.1.1   NO RIGHT TO RELY ON DOCUMENTS AND INFORMATION                 8
   3.1.2   LIMITATION OF LIABILITY                                       8
 3.2   REPRESENTATIONS, WARRANTIES AND COVENANTS BY CONTRACTOR           9
   3.2.1   AUTHORITY AND CAPACITY                                        9
   3.2.2   DESIGN CONFORMITY                                             9
   3.2.3   FEASIBILITY                                                   9
   3.2.4   ACCEPTANCE OF SITE CONDITIONS                                 9
   3.2.5   GOVERNMENTAL RULES AND APPROVALS                              10
   3.2.6   QUALITY MANAGEMENT PROGRAM                                    10
   3.2.7   DESIGN PERSONNEL                                              10
   3.2.8   SCHEDULING                                                    11
   3.2.9   PERFORMANCE AS DIRECTED                                       11
   3.2.10  CONTRACTOR ORGANIZATION                                       11
   3.2.11  AUTHORIZATION                                                 11
   3.2.12  BINDING OBLIGATION                                            11
 3.3   REPRESENTATIONS, WARRANTIES AND COVENANTS BY DEVELOPER            11
 3.4   LEGAL OPINION                                                     12

ARTICLE 4.  DEADLINES FOR PROJECT COMPLETION; PROJECT SCHEDULE AND 
            PROGRESS                                                     13

 4.1   TIME OF ESSENCE                                                   13
 4.2   GUARANTEED COMPLETION                                             13
   4.2.1   DEADLINES FOR SUBSTANTIAL COMPLETION AND FINAL ACCEPTANCE     13
   4.2.2   NO TIME EXTENSIONS                                            13
 4.3   SCHEDULING OF DESIGN, PROCUREMENT, CONSTRUCTION AND PAYMENT       13
   4.3.1   GENERAL REQUIREMENTS APPLICABLE TO THE PROJECT SCHEDULE       14
   4.3.2   FLOAT                                                         15
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   4.3.3   PREPARATION OF SCHEDULES                                      16
   4.3.4   APPROVAL OF SCHEDULES                                         17
 4.4   PROGRESS MEETINGS                                                 17
   4.4.1   MEETINGS                                                      17
   4.4.2   PROGRESS SUMMARY                                              18
 4.5    RECOVERY SCHEDULE                                                19
   4.5.1   PREPARATION OF RECOVERY SCHEDULE                              19
   4.5.2   ALTERNATIVE CHANGE ORDERS                                     19
   4.5.3   FAILURE TO PROVIDE RECOVERY SCHEDULE                          19

ARTICLE 5.  DESIGN WORK                                                  20
 5.1    COMMENCEMENT OF DESIGN WORK                                      20
 5.2    SUBMITTAL SCHEDULE                                               20
 5.3    SUBMITTAL REVIEW PROCESS                                         20
 5.4    TITLE                                                            20
 5.5    EXPEDITED SUBMITTAL REVIEW                                       20
 5.6    KEY PERSONNEL; CHARACTER OF EMPLOYEES                            21
   5.6.1   KEY PERSONNEL                                                 21
   5.6.2   CHARACTER OF EMPLOYEES                                        21
   
ARTICLE 6.  ACQUISITION OF REAL PROPERTY;  COMMENCEMENT OF
            CONSTRUCTION; CONSTRUCTION PROCEDURES; RELOCATIONS;
            MITIGATION                                                   22

 6.1    REAL PROPERTY ACQUISITION                                        22
   6.1.1   PROVISION OF ACCESS                                           22
   6.1.2   CONTRACTOR RESPONSIBILITIES                                   22
 6.2    COMMENCEMENT OF CONSTRUCTION                                     23
   6.2.1   CONDITIONS PRECEDENT                                          23
   6.2.2   COMMENCEMENT "AT RISK"                                        23
 6.3    SUPERVISION AND CONSTRUCTION PROCEDURES                          23
   6.3.1   RESPONSIBILITY                                                23
   6.3.2   SAFETY PROGRAM                                                23
   6.3.3   SECURITY                                                      24
   6.3.4   ADJOINING PROPERTY                                            24
   6.3.5   DIFFERING SITE CONDITIONS                                     24
 6.4    INSPECTION AND TESTING                                           25
   6.4.1   PERFORMANCE OF INSPECTION AND TESTING                         25
   6.4.2   RIGHT OF PROGRAM MANAGER, STATE AND SJTA TO CONDUCT
           INSPECTION AND TESTING                                        25
   6.4.3   UNCOVERING OF WORK                                            25
 6.5     CORRECTION OF NONCONFORMING WORK                                26
 6.6     UTILITIES                                                       26
   6.6.1   COMMENCEMENT OF UTILITY WORK                                  26
   6.6.2   CONTRACTOR'S RELOCATION OBLIGATIONS                           27
   6.6.3   LEGAL ACTIONS                                                 27
   6.6.4   UTILITY CHANGE ORDERS                                         27
 6.7     ENVIRONMENTAL COMPLIANCE                                        28
   6.7.1   PERFORMANCE OF ENVIRONMENTAL MITIGATION MEASURES              28
   6.7.2   MAJOR PERMIT MODIFICATIONS                                    29
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ARTICLE 7.  SUBCONTRACTS                                                 30

 7.1     ASSIGNMENT OF SUBCONTRACTS TO DEVELOPER, STATE AND SJTA         30
 7.2     RESPONSIBILITY FOR WORK PERFORMED BY SUBCONTRACTORS             30
 7.3     APPROVAL OF SUBCONTRACTORS                                      30
 7.4     MANDATORY TERMS OF SUBCONTRACTS                                 30
 7.5     SUBCONTRACT RECORDS                                             31
 7.6     PAYMENTS TO SUBCONTRACTORS                                      31
 
ARTICLE 8.  PERFORMANCE AND PAYMENT BONDS                                32

 9.3     ENDORSEMENTS AND WAIVERS                                        35
 9.4     COVERAGE TO BE PROVIDED BY CONTRACTOR DURING WARRANTY PERIOD    36
 9.5     SUBCONTRACTOR INSURANCE REQUIREMENTS                            36
 9.6     DISCLAIMER                                                      36
 9.7     VERIFICATION OF COVERAGE                                        36
 9.8     CHANGES IN REQUIREMENTS                                         37
 9.9     NO RECOURSE                                                     37
 9.10    RIGHT TO REMEDY BREACH BY CONTRACTOR                            37
 9.11    DEDUCTIBLES AND SELF-INSURED RETENTIONS                         37
 
ARTICLE 10.  RESPONSIBILITY FOR LOSS OR DAMAGE; TITLE                    38

 10.1    LOSS OR DAMAGE                                                  38
 10.2    TITLE                                                           38
 10.3    TRANSFER OF CONTROL TO SJTA                                     39

ARTICLE 11.  WARRANTIES                                                  40

 11.1    WARRANTIES                                                      40
 11.2    EXTENSION OF WARRANTIES                                         41
 11.3    SUBCONTRACTOR WARRANTIES                                        41
 11.4    NO LIMITATION OF LIABILITY                                      41
 11.5    ASSIGNMENT OF WARRANTIES                                        41
 11.6    DAMAGES FOR BREACH OF WARRANTY                                  42

ARTICLE 12.  PAYMENT FOR SERVICES                                        43

 12.1    CONTRACT PRICE                                                  43
    12.1.1   CONTRACT AMOUNT                                             43
    12.1.2   CONTINGENCY                                                 43
    12.1.3   DELAY IN ISSUANCE OF NTP2                                   43
    12.1.4   ITEMS INCLUDED IN CONTRACT PRICE                            44
 12.2    PAYMENTS                                                        44
    12.2.1   DRAFT INVOICE AND PROGRESS MEETING                          44
    12.2.2   DELIVERY OF INVOICE                                         44
    12.2.3   FORM OF INVOICE                                             45
    12.2.4   PAYMENT BY DEVELOPER                                        45
    12.2.5   CONTINUED PERFORMANCE DURING DISPUTES                       45
    12.2.6   RETAINAGE                                                   45
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    12.2.7   DEDUCTIONS                                                  46
    12.2.8   UNINCORPORATED MATERIALS                                    47
    12.2.9   MOBILIZATION                                                48
    12.2.10  EQUIPMENT                                                   48
    12.2.11  BOND AND INSURANCE PREMIUMS                                 48

ARTICLE 13.  CHANGES IN THE WORK                                         49

 13.1    CIRCUMSTANCES UNDER WHICH CHANGE ORDERS MAY BE ISSUED           49
    13.1.1   DEFINITION OF AND REQUIREMENTS RELATING TO CHANGE ORDERS    49
    13.1.2   RIGHT OF DEVELOPER AND PROGRAM MANAGER TO ISSUE CHANGE 
             ORDERS                                                      51
 13.2    PROCEDURE FOR ISSUANCE OF CHANGE ORDERS ISSUED BY DEVELOPER
         OR PROGRAM MANAGER                                              51
    13.2.1   NOTICE OF PROPOSED DIRECTED CHANGE                          51
    13.2.2   UNILATERAL CHANGE ORDERS FOR DIRECTED CHANGES               52
    13.2.3   NOTICE OF PROPOSED CONTINGENCY CHANGE                       52
    13.2.4   UNILATERAL CONTINGENCY CHANGE ORDERS                        53
 13.3    CONTRACTOR-INITIATED CHANGE ORDERS                              53
    13.3.1   ELIGIBLE CHANGES                                            53
    13.3.2   CONDITIONS PRECEDENT                                        54
    13.3.3   SUBMISSION OF REQUEST FOR CHANGE ORDER                      57
    13.3.4   PERFORMANCE OF DISPUTED WORK                                57
    13.2.4   UNILATERAL CONTINGENCY CHANGE ORDERS                        53
 13.3    CONTRACTOR-INITIATED CHANGE ORDERS                              53
    13.3.1   ELIGIBLE CHANGES                                            53
    13.3.2   CONDITIONS PRECEDENT                                        54
    13.3.3   SUBMISSION OF REQUEST FOR CHANGE ORDER                      57
    13.3.4   PERFORMANCE OF DISPUTED WORK                                57
 13.4    CONTENTS OF CHANGE ORDERS                                       57
    13.4.1   FORM OF CHANGE ORDER                                        57
    13.4.2   INFORMATION REGARDING EFFECT OF CHANGE                      57
    13.4.3   JUSTIFICATION                                               58
    13.4.4   CONTRACTOR REPRESENTATION                                   58
 13.5    DETERMINATION OF TERMS OF CHANGE ORDER                          58
    13.5.1   CATEGORIES OF COSTS AND MARK-UPS                            58
    13.5.2   LIMITATION ON CONTRACT PRICE INCREASES                      58
    13.5.3   LIMITATION ON DELAY DAMAGES                                 58
    13.5.4   LIMITATION ON TIME EXTENSIONS                               59
    13.5.5   WORK PERFORMED WITHOUT DIRECTION                            59
 13.6    PRICING OF CHANGE ORDERS                                        59
    13.6.1   COST PROPOSAL                                               60
    13.6.2   IDENTIFICATION OF CONDITIONS                                60
    13.6.3   CONTENTS                                                    60
    13.6.4   ADDED WORK                                                  60
    13.6.5   DELETED WORK                                                60
    13.6.6   WORK BOTH ADDED AND DELETED                                 61
 13.7    TIME AND MATERIALS CHANGE ORDERS                                61
    13.7.1   LABOR COSTS                                                 61
    13.7.2   MATERIAL COSTS                                              62
    13.7.3   EQUIPMENT                                                   62
    13.7.4   PERMIT FEES                                                 64
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    13.7.5   OTHER DIRECT COSTS                                          64
    13.7.6   CONTRACTOR'S OVERHEAD AND PROFIT                            65
    13.7.7   OVERHEAD                                                    66
 13.8    UNIT PRICED CHANGE ORDERS                                       66
 13.9    CONTINGENCY                                                     66
    13.9.1   AVAILABILITY OF CONTINGENCY                                 66
    13.9.2   CONTINGENCY CHANGE ORDERS                                   67
    13.9.3   MEASUREMENT AND PAYMENT FOR REMEDIATION WORK                67
    13.9.4   AGREEMENT REGARDING NJSA 2A:58B-3                           67
 13.10   CHANGE ORDER RECORDS                                            68
    13.10.1  DAILY WORK REPORTS AND DATA COLLECTION                      68
    13.10.2  VENDOR'S INVOICES                                           68
    13.10.3  EXECUTION OF REPORTS                                        69
    13.10.4  ADJUSTMENT                                                  69
 13.11   MATTERS NOT ELIGIBLE FOR CHANGE ORDERS                          69
 13.12   DISPUTES                                                        70
 13.13   CHANGES NOT REQUIRING CHANGE ORDER                              71
 13.14   NO RELEASE OR WAIVER                                            71

ARTICLE 14.  SUSPENSION OF ALL OR PART OF WORK                           72

 14.1    SUSPENSION FOR CONVENIENCE                                      72
 14.2    SUSPENSION FOR OTHER REASONS, INCLUDING COMPLIANCE WITH
         MAJOR PERMITS                                                   72
 14.3    TRAFFIC SAFETY                                                  72

ARTICLE 15.  TERMINATION FOR CONVENIENCE                                 73

 15.1    NOTICE OF TERMINATION                                           73
 15.2    CONTRACTOR'S RESPONSIBILITIES AFTER RECEIPT OF NOTICE OF
         TERMINATION                                                     73
 15.3    INVENTORY                                                       74
 15.4    SETTLEMENT PROPOSAL                                             74
 15.5    AMOUNT OF TERMINATION SETTLEMENT                                74
 15.6    NO AGREEMENT AS TO AMOUNT OF CLAIM                              75
 15.7    REDUCTION IN AMOUNT OF CLAIM                                    76
 15.8    PAYMENT                                                         76
 15.9    INCLUSION IN SUBCONTRACTS                                       76
 15.10   AMOUNTS PAYABLE TO SUBCONTRACTORS                               76
 15.11   NO CONSEQUENTIAL DAMAGES                                        77
 15.12   NO WAIVER                                                       77
 15.13   DISPUTE RESOLUTION                                              77
 
ARTICLE 16.  DEFAULT                                                     78

 16.1    DEFAULT OF CONTRACTOR                                           78
 16.2    REMEDIES FOR CONTRACTOR EVENT OF DEFAULT                        79
 16.3    DELAY IN ISSUANCE OF NTP2; FAILURE TO DELIVER PAYMENT           79

ARTICLE 17.   LIQUIDATED DAMAGES                                         81

 17.1    LIQUIDATED DAMAGES                                              81
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 17.2    OFFSET; REDUCTION; WAIVER                                       81
 17.3    PAYMENT TERMS                                                   81
 17.4    LIMITATION OF CONTRACTOR'S LIABILITY                            81

ARTICLE 18.  INDEMNIFICATION                                             83

 18.1    INDEMNIFICATIONS BY CONTRACTOR                                  83
 18.2    NO EFFECT ON OTHER RIGHTS                                       84
 18.3    CERCLA AGREEMENT                                                85

ARTICLE 19.  DISPUTE RESOLUTION                                          86

 19.1    DECISION BY PROGRAM MANAGER; CONDITIONS PRECEDENT TO            
         ADJUDICATION                                                    86
 19.2    CONSENT TO JURISDICTION                                         86
 19.3    CONTINUANCE OF WORK DURING DISPUTE                              87
 19.4    PARTNERING                                                      87
     19.4.1  OBJECTIVES                                                  87
     19.4.2  COSTS                                                       87
     19.4.3  LEGAL EFFECT                                                87

ARTICLE 20.  ACCEPTANCE                                                  88

 20.1    SUBSTANTIAL COMPLETION                                          88
 20.2    FINAL ACCEPTANCE                                                88
 20.3    ASSIGNMENT OF CAUSES OF ACTION                                  89
 20.4    PAYMENTS TO UTILITIES                                           89

ARTICLE 21.  DOCUMENTS AND RECORDS                                       91

 21.1    ESCROWED BID DOCUMENTS                                          91
 21.2    SUBCONTRACTOR BID DOCUMENTS                                     92
 21.3    MAINTENANCE OF, ACCESS TO AND AUDIT OF RECORDS                  92
 21.4    RETENTION OF RECORDS                                            93
 21.5    PUBLIC RECORDS                                                  93

ARTICLE 22.  VALUE ENGINEERING                                           95

 22.1    DESCRIPTION OF VECP'S                                           95
 22.2    INFORMATION TO BE PROVIDED                                      95
 22.3    REVIEW OF VECP'S                                                96
 22.4    APPROVAL OF VECP'S                                              96
 22.5    CONTRACT PRICE ADJUSTMENT                                       96
 22.6    FLOAT                                                           98

ARTICLE 23.  COOPERATION AND COORDINATION WITH OTHER CONTRACTORS,
             LOCAL AGENCIES AND DEVELOPERS                               99

 23.1    COOPERATION WITH CONTRACTORS                                    99
 23.2    INTERFERENCE BY OTHER CONTRACTORS                               99
 23.3    COORDINATION WITH LOCAL AGENCIES AND DEVELOPERS                 99
 
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ARTICLE 24.  MISCELLANEOUS PROVISIONS                                   100

 24.1   ROLES OF PROGRAM MANAGER, STATE AND SJTA                        100
 24.2   WAIVER                                                          100
 24.3   INDEPENDENT CONTRACTOR                                          100
 24.4   SUCCESSORS AND ASSIGNS                                          101
 24.5   DESIGNATION OF REPRESENTATIVES; COOPERATION WITH                
        REPRESENTATIVES                                                 101
 24.6   GRATUITIES                                                      101
 24.7   PAYMENT OF TOLLS                                                102
 24.8   LIMITATION ON ACTIONS AGAINST STATE, SJTA AND PROGRAM
        MANAGER; THIRD PARTY BENEFICIARIES                              102
 24.9   GOVERNING LAW                                                   102
 24.10  NOTICES AND COMMUNICATIONS                                      102
 24.11  FURTHER ASSURANCES                                              105
 24.12  SEVERABILITY                                                    105
 24.13  HEADINGS                                                        105
 24.14  ENTIRE AGREEMENT; AMENDMENTS                                    105
 24.15  SURVIVAL                                                        105
 
APPENDIX 1 - ABBREVIATIONS AND DEFINITIONS                                1

APPENDIX 2 - LEGAL OPINION                                                1

APPENDIX 3 - INVOICE AND CONSTRUCTION CERTIFICATE                         1

APPENDIX 4 - DESIGNATION OF INITIAL REPRESENTATIVES                       5

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                     DESIGN/BUILD CONTRACT


This Design/Build Contract (the "Contract") is made and entered
into this 8th day of September, 1997, by and between Atlandia
Design and Furnishings, Inc., a New Jersey corporation           
("Developer"), and Yonkers Contracting Company, Inc./Granite     
Construction Company, a Joint Venture ("Contractor"), with       
reference to the definitions contained in Appendix 1 hereto and  
the following facts:
                                                                 
A.   Developer (as assignee of Mirage Resorts, Incorporated) is a
party to that certain Road Development Agreement dated as of 
January 10, 1997 (as it may be amended from time to time, the
"Road Development Agreement") with the State of New Jersey,  
acting through its Department of Transportation (the "State") and
South Jersey Transportation Authority ("SJTA"), regarding 
development of certain traffic infrastructure improvements in
Atlantic City, New Jersey on property to be owned by SJTA. In 
accordance with the Road Development Agreement, Developer issued  
an Invitation for Bids (the "IFB") on April 4, 1997.  Contractor
submitted a Bid in response to the IFB and has been awarded this
Contract.

B.   The parties intend for this Contract to be a lump sum
design/build contract obligating Contractor to perform all Work
necessary to obtain completion of the Project by the deadline  
specified herein, for the Contract Price, subject only to certain
specified limited exceptions.  Developer, State and SJTA have 
determined, and Contractor has acknowledged, that this approach
is necessary due to the need to obtain timely completion of the
Project and the fact that limited funds are available for the 
Project.  Accordingly, subject only to Contractor's right to  
receive certain specified payments from the Contingency and to be
compensated for Directed Changes as provided in Section 12.1.2 
and Article 13, the Contract Price is not subject to increase for 
any reason; and the Contractor's right to obtain an extension of
the Guaranteed Completion Date is subject to strict limitations.  
Contractor has agreed in this Contract to assume all risks of
cost overruns, both direct and indirect, which are not due to
Directed Changes or which are not covered by the Contingency, and
has reflected the assumption of such risks in its Bid Price.

C.   If Contractor fails to complete the Project in accordance 
with the time limitations set forth in the Contract Documents,
then Developer, State and SJTA will suffer losses and damages 
which are extremely difficult, if not impossible, to ascertain.  
The Contract thus provides that Contractor shall be liable for
Liquidated Damages in the event such completion is delayed.

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D.   The IFB includes a conceptual design for the Project which
is to be the basis for the design to be furnished by Contractor. 
The IFB also includes a number of Reference Documents.  It is
intended that Contractor will assume full responsibility and 
liability with respect to design of the Project, including   
correction of any errors, omissions, inconsistencies or other 
defects in the Concept Design Documents, and will indemnify and
hold harmless Developer, the Program Manager, State, SJTA and
others with respect to any defects in the Project which may  
relate to errors, omissions, inconsistencies or other defects 
therein.  It is also intended that Contractor will be entitled to
flexibility in the design process, provided that the design must
comply with all applicable requirements of the Contract
Documents, and provided that any deviation from the Concept
Design will require approval of the Program Manager, Developer,
State and SJTA.

NOW, THEREFORE, in consideration of the foregoing premises and
the covenants and agreements set forth herein, the parties hereby 
agree as follows:
     
                ARTICLE 1.  CONTRACT COMPONENTS;
              INTERPRETATION OF CONTRACT DOCUMENTS

1.1  Certain Definitions; Recitals

Appendix 1 hereto contains the meaning of certain terms used in
the Contract Documents.  Recitals A through D are hereby 
incorporated by reference herein.

1.2  Contract Documents

The term "Contract Documents" shall mean this Design/Build
Contract, including all appendices, the Scope of Work, the Major
Permits, the Special Provisions, the General Provisions, the  
Design Criteria, the Concept Design Documents (subject to
Contractor's obligation to correct errors, omissions,    
inconsistencies and other defects contained therein), and the
Final Design Documents, including all amendments to any of the
foregoing and all Change Orders issued.

1.3  Order of Precedence

Each of the Contract Documents is an essential part of this
Contract, and a requirement occurring in one is as binding as
though occurring in all.  The Contract Documents are intended to
be complementary and to describe and provide for a complete     
contract.  In the event of any conflict among the Contract 
Documents, this Contract and all Change Orders shall in all
events control.  With respect to the other Contract Documents the
order of precedence shall be as set forth below.
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      (a)  For design Work:
      
          1. Design Criteria
      
          2. Major Permits
      
          3. Scope of Work

          4. Special Provisions

          5. General Provisions

          6. Concept Design Documents 

     (b)  For all other matters: 

          1.  Final Design Documents, with specifications 
              contained therein having precedence over plans,
              and excluding any deviations from requirements of
              the other Contract Documents contained therein 
              which have not been approved in writing as such by
              Program Manager, State and SJTA 

          2.  Design Criteria 

          3.  Major Permits   

          4.  Scope of Work   

          5.  Special Provisions

          6.  General Provisions

          7.  Concept Design Documents

1.4  Interpretation

In the Contract Documents, where appropriate:  the singular 
includes the plural and vice versa; references to statutes or
regulations include all statutory or regulatory provisions  
consolidating, amending or replacing the statute or regulation
referred to; the words "including," "includes" and "include"  
shall be deemed to be followed by the words "without limitation";
unless otherwise indicated references to articles, sections,     
appendices or schedules are to this Contract; words such as      
"herein," "hereof" and "hereunder" shall refer to the entire     
document in which they are contained and not to any particular 
provision or section; words not otherwise defined which have well-
known technical or construction industry meanings, are used in
accordance with such recognized meanings; references to Persons 
include their respective permitted successors and assigns and, in
                                3
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the case of Governmental Persons, Persons succeeding to their
respective functions and capacities; and words of any gender used 
herein shall include each other gender where appropriate.  When 
two or more potential interpretations of the same requirement of
the Work exist, the most stringent (as determined by Program    
Manager in its sole discretion) shall apply.  Unless otherwise
specified, lists contained in the Contract Documents defining the 
Project or the Work shall not be deemed all-inclusive.  This 
Contract shall not be construed as if it was prepared by  
Developer but rather as if both parties had prepared it.  The
final answers to the questions posed during the bidding process
for this Contract shall in no event be deemed part of the  
Contract Documents and shall not be relevant in interpreting the
Contract Documents except as they may clarify provisions otherwise 
considered ambiguous.

1.5  Referenced Standards

Unless otherwise specified by Program Manager (which 
specification will be made only if required by State or SJTA) any 
reference in the Contract Documents to a described publication 
affecting any portion of the Project shall be deemed to mean the
latest edition or revision thereof and amendments and supplements
thereto in effect on the Bid Date.

1.6  Explanations; Omissions and Misdescriptions

Should it appear that the Work to be done or any of the matters 
relative thereto is not sufficiently detailed or explained
in the Contract Documents, Contractor shall apply to the Program
Manager in writing for such further written explanations as may be
necessary and shall conform to the explanation provided.  
Contractor shall promptly notify the Program Manager of all
errors, omissions, inconsistencies or other defects (including
inaccuracies and inconsistencies) which it may discover in the 
Contract Documents, provide written recommendations regarding 
changes or corrections to resolve any such error, omission or 
defect which impacts the Basic Configuration, and obtain the  
Program Manager's approval before proceeding with the design Work
affected thereby.  Omission from the Scope of Work or the
misdescription of details of Work which are necessary to carry 
out the intent of the Contract Documents, or which are         
customarily performed, shall not relieve Contractor from  
performing such omitted Work (no matter how extensive) or 
misdescribed details of the Work and they shall be performed as
if fully and correctly set forth and described in the Scope of 
Work, without entitlement to a Change Order hereunder.  Refer 
also to Section 105.02 of the General Provisions.

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<PAGE>
1.7  Computation of Periods

References to "days" contained in the Contract Documents shall
mean Calendar Days unless otherwise specified; provided that if
the date to perform any act or give any notice specified in the
Contract Documents (including the last date for performance or 
provision of notice "within" a specified time period) falls on a
non-business day, such act or notice may be timely performed on
the next succeeding day which is a business day.  Notwithstanding
the foregoing, requirements contained in the Contract Documents
relating to actions to be taken in the event of an emergency,
requirements contained in Section 6.3.5, and other
requirements for which it is clear that performance is intended 
to occur on a non-business day, shall be performed as specified, 
even though the date in question may fall on a non-business day.  
The term "business days" shall mean days other than Saturdays,
Sundays and Holidays.

1.8  Approvals

In all cases where approvals, consents or determinations are
required to be provided hereunder, such approvals or consents
shall not be withheld unreasonably and such determinations shall
be made reasonably except in cases where a different standard 
(such as, by way of example only, sole discretion) is specified.
In cases where sole discretion is specified for an approval,
consent, determination or other decision, the decision shall not
be subject to dispute resolution hereunder.


ARTICLE 2.  OBLIGATIONS OF CONTRACTOR; EFFECT OF REVIEWS,
             INSPECTIONS AND TESTS

2.1  Design and Construction

Contractor shall furnish the design of the Project and shall 
construct the Project as designed, in accordance with all 
professional engineering principles and construction practices
generally accepted as standards of the industry in the State of
New Jersey, in a good and workmanlike manner, free from defects
and in accordance with the terms and conditions set forth in the
Contract Documents.  Except as otherwise specifically provided in 
this Contract or the Scope of Work, providing all materials, 
labor, services and efforts necessary to achieve Substantial 
Completion and Final Acceptance of the Project on or before the
deadlines set forth herein shall be Contractor's sole responsibility; 
and, subject only to the terms of Article 13, the cost of all such 
materials, labor, services and efforts is included in the Contract 
Price.  
                                  
                                  5
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2.2  Contractor Obligations

Contractor hereby covenants as follows:

        2.2.1      Contractor shall furnish all design and other 
services, provide all materials, equipment and labor and 
undertake all efforts necessary or appropriate (excluding only
those materials, equipment, labor, services and efforts which
this Contract and/or the Scope of Work specify will be undertaken
by other Persons) to construct the Project in accordance with the
requirements of the Contract Documents, the Project Schedule, all 
Governmental Approvals, the approved Quality Management Program, 
the approved Contractor's Safety Program, the approved
Construction Documents and all other applicable safety, 
environmental and other requirements, taking into account the
Right of Way Limits and other physical limits resulting from 
constraints affecting the Project, so as to achieve Substantial
Completion and Final Acceptance by the deadlines specified 
herein, and otherwise to do in a timely manner everything  
required by and in accordance with the Contract Documents.

        2.2.2      Contractor shall not change its pre-approved
design Subcontractor(s), and shall not permit changes in the 
designated key design personnel or shift Work from one design
firm to another without the prior written approval of Program 
Manager.  Such approval by Program Manager shall not be withheld
provided that Program Manager shall first have determined that
the newly designated firm has the demonstrated competence, 
integrity, responsibility and professional qualifications 
necessary for the satisfactory performance of the required design
services, and that the designated key personnel at such firm have
sufficient experience with State projects and with the design
criteria and other requirements which apply to the Project.  

        2.2.3      Contractor shall at all times provide a Project
Manager approved by Program Manager in its sole discretion who
will have full responsibility for the prosecution of the Work and
who will act as a single point of contact in all matters on behalf 
of Contractor.  Contractor shall not change the Project Manager 
without the prior written approval of Program Manager in its 
sole discretion.  In the event that Contractor fails to obtain 
Program Manager's approval of a replacement before the existing 
Project Manager leaves, Contractor shall not be entitled to receive 
any progress payments hereunder until such time as the approved 
replacement has started work.  

        2.2.4      Contractor shall obtain and pay the cost of 
obtaining all Governmental Approvals required in connection with
the Project (other than the Major Permits).  Prior to beginning 
any construction activities in the field, Contractor shall  
furnish Program Manager with fully executed copies of all 
Governmental Approvals (other than the Major Permits) required as
                                  6
<PAGE>
a matter of law for such construction activities and shall provide 
written confirmation to Program Manager that all conditions of such 
Governmental Approvals which are a legal prerequisite to 
commencement of such construction have been satisfied.

        2.2.5      Contractor shall undertake and properly perform
all actions required by and all actions necessary to maintain in 
full force and effect all Governmental Approvals, including 
performance of all environmental mitigation measures required by 
the Contract Documents.

        2.2.6      Contractor shall provide such assistance as is
reasonably requested by Program Manager in dealing with any 
Governmental Person and/or in prosecuting or defending lawsuits 
in any and all matters relating to the Project.  Such assistance
may include providing information and reports regarding the 
Project as well as executing declarations and attending meetings 
and hearings conducted by any Governmental Person.  In no event
shall Contractor be required to provide legal services as part of
such assistance.  Following Final Acceptance Contractor's 
obligations under this Section 2.2.6 shall be limited to matters
relating to the Work.

        2.2.7      Contractor shall comply with, and shall ensure
that all Subcontractors comply with, all requirements of all 
applicable Governmental Rules, including:

        (a)   the New Jersey Prevailing Wage Act, as more 
specifically provided in Sections 1300 et seq. of the Special 
Provisions;

        (b)   all Environmental Laws, including requirements
regarding the handling, generation, treatment, storage,  
transportation and disposal of Hazardous Substances and  
associated reporting requirements; and
                                                         
        (c)   the requirement that Contractor advise the New
Jersey Division of Gaming Enforcement of the names of all   
Subcontractors, and that Contractor not employ any Subcontractor
included on the List of Disqualified Entities published by the 
Division of Gaming Enforcement and, if required by the New Jersey
Casino Control Commission, that Contractor and all Subcontractors
apply for and receive a Casino Service Industry License issued by
the Casino Control Commission.

        2.2.8      Contractor shall provide and maintain field 
offices as described in Section 105.15 of the General Provisions,
which facilities shall be for the exclusive use of Developer, 
Program Manager, State, SJTA and other Persons reasonably 
designated by Program Manager.
        
        2.2.9      Contractor shall cooperate with Developer, 
Program Manager, State, SJTA and local agencies in all matters
                                7
<PAGE>
relating to the Project, including review of the design of the
Project and conducting inspections during the construction of the
Project.

        2.2.10     Contractor shall supervise and be responsible 
for acts and omissions of Contractor's employees, agents, officers
and Subcontractors and other Persons performing portions of the 
Work, as though all such Persons were directly employed by 
Contractor.

        2.2.11     Contractor shall mitigate delay to the Project in
all circumstances, to the extent reasonably possible, including 
by resequencing, reallocating or redeploying its forces to other
portions or pieces of the Work, as appropriate.

2.3  Effect of Reviews, Inspections, Tests and Approvals 

Contractor shall not be relieved of obligations to perform the
Work in accordance with the Contract Documents by reviews, tests,
inspections or approvals performed by any Persons, or by any
failure of any Person to take such action.  The reviews, 
inspections, tests and approvals conducted by Program Manager, 
State, SJTA and others do not constitute acceptance of the 
materials or Work reviewed, tested or inspected, and Program
Manager, State and/or SJTA may reject or accept any Work or 
materials, request changes and/or identify additional Work which
must be done at any time prior to the Final Acceptance Date,
whether or not previous reviews, inspections, tests or approvals
were conducted by any such Persons.  Notwithstanding the 
foregoing, the Program Manager will promptly advise Contractor if
any review, inspection or test results in a conclusion that the
Work does not conform to the requirements of the Contract Documents.

ARTICLE 3.  INFORMATION SUPPLIED TO CONTRACTOR; DISCLAIMER;
            LIMITATION OF LIABILITY; REPRESENTATIONS AND WARRANTIES;
            OPINION OF COUNSEL

3.1  Information Supplied; Disclaimer; Limitation of Liability

Contractor was provided with certain information and documents
prior to the Bid Due Date, including the Concept Design 
Documents.

        3.1.1     No Right to Rely on Documents and Information

Contractor shall have no right to rely on any of the 
documentation or information provided by Developer, Program
Manager, State, SJTA or other Persons, other than the Contract
Documents.  Contractor shall have full responsibility for the 
design of the Project.  Contractor represents that it has 
independently determined that the Concept Design Documents 
present a feasible concept for the Project which can and shall be
used as the basis for the design to be furnished by Contractor,
                              8
<PAGE>
and agrees that it shall have no right to seek additional
compensation or a time extension, except as specifically 
permitted by Article 13.

NO REPRESENTATION OR WARRANTY IS MADE BY DEVELOPER, STATE, SJTA
OR ANY OTHER PERSON THAT THE INFORMATION CONTAINED IN THE CONCEPT
DESIGN DOCUMENTS OR REFERENCE DOCUMENTS IS EITHER COMPLETE OR
ACCURATE OR THAT SUCH INFORMATION IS IN CONFORMITY WITH THE  
REQUIREMENTS OF THE MAJOR PERMITS OR OTHER CONTRACT DOCUMENTS.

        3.1.2     Limitation of Liability

           3.1.2.1   Contractor acknowledges that it has reviewed
and is familiar with the terms of the Road Development Agreement. 
Developer covenants that it will make all payments to the Road 
Account required in accordance with and subject to Section 4.6 of
the Road Development Agreement, which shall aggregate not more 
than one-third of the Contract Price and Contingency, plus any 
amounts payable by Developer with respect to Directed Changes.  
Contractor acknowledges that payment by State and SJTA to the 
Road Account, and release to Developer of such funds from the 
Road Account, all in accordance with the Road Development 
Agreement, are conditions precedent to Developer's obligation to
make any payments to Contractor hereunder.  In the event of a
delay, failure or refusal by State or SJTA to deposit into the
Road Account funds due to Contractor in accordance with Articles
12 and 13, or in the event of a delay or the failure or refusal
by State to release funds therein to Developer for any reason 
other than Developer's failure to make required deposits into the
Road Account, Contractor shall have no recourse against Developer
until such funds are actually deposited and released by State and
SJTA.  Upon disbursement of funds from the Road Account to 
Developer in accordance with the Road Development Agreement,
Developer will remit such funds to Contractor.  Developer shall
promptly notify Contractor of any failure by State or SJTA to 
provide required funds within the timeframes specified in the 
Road Development Agreement.

CONTRACTOR FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS
SPECIFICALLY PROVIDED IN THIS SECTION 3.1.2.1, DEVELOPER, STATE
AND SJTA SHALL HAVE NO LIABILITY TO CONTRACTOR HEREUNDER OR IN
CONNECTION WITH THE PROJECT, AND CONTRACTOR HEREBY WAIVES ITS
RIGHT TO MAKE ANY CLAIM OR BRING ANY ACTION AGAINST DEVELOPER,
STATE, SJTA OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
SHAREHOLDERS OR AGENTS.

        3.1.2.2   Contractor further understands and agrees 
that Developer, State, SJTA and Program Manager shall not be
responsible or liable in any respect for any loss, damage,  
injury, liability, cost, expense or cause of action whatsoever 
suffered by Contractor, its employees, agents, officers or 
Subcontractors or any other Persons for whom Contractor may be
legally or contractually responsible, by reason of any use of any
                                 9
<PAGE>
information contained in the Reference Documents or any action or
forbearance in reliance thereon, except to the extent that Article 
13 provides for an increase in the Contract Price and/or 
extension of the Guaranteed Completion Date with respect to such
matter.  Contractor further acknowledges and agrees that (a) if 
and to the extent Contractor or anyone on Contractor's behalf 
uses any of said information in any way, such use is made on the
basis that Contractor, not Developer, State, SJTA or Program 
Manager, has approved of such use and information and is
responsible for said information, and (b) Contractor is capable 
of conducting and is obligated hereunder to conduct any and all
studies, analyses and investigations as it deems advisable to 
verify or supplement said information, and that any use of said
information is entirely at Contractor's own risk and at its own 
discretion.

        3.1.2.3   The Project budget includes a Contingency for
the benefit of Contractor, Developer, State and SJTA to cover
unanticipated costs as described in Section 13.9.  ONCE THE 
CONTINGENCY IS EXHAUSTED, CONTRACTOR SHALL HAVE NO RIGHT TO A 
CONTRACT PRICE INCREASE FOR ANY REASON OTHER THAN A DIRECTED
CHANGE.  CONTRACTOR ACKNOWLEDGES THAT DEVELOPER WOULD NOT HAVE
ENTERED INTO THIS CONTRACT EXCEPT IN MATERIAL RELIANCE ON THIS
PROVISION AND THE OTHER PROVISIONS LIMITING DEVELOPER'S, STATE'S
AND SJTA'S LIABILITY HEREUNDER.

3.2  Representations, Warranties and Covenants by Contractor

Contractor represents, warrants and covenants for the benefit of
Developer, State, SJTA and Program Manager that:

        3.2.1     Authority and Capacity
        
     Contractor has and throughout the term of this Contract 
shall maintain all required authority, license status, professional 
ability, skills and capacity to perform Contractor's obligations 
hereunder and shall perform them in accordance with the 
requirements contained in the Contract Documents.

        3.2.2     Design Conformity

        The design for the Project can and shall be based on the
Concept Design; and the Project can and shall be built in 
                                10
<PAGE>
conformity with the Contract Documents, all applicable standards
and Governmental Approvals.

        3.2.3     Feasibility

        Contractor has carefully evaluated the feasibility of
performing the Work within the deadlines specified herein and for
the Bid Price, without relying on the Reference Documents or any
matter other than the Contract Documents, and has reasonable
grounds for believing and does affirmatively believe that such 
performance (including achievement of Substantial Completion of
the Project by the Guaranteed Completion Date for the Contract 
Price) is feasible and practicable.

        3.2.4     Acceptance of Site Conditions

        Contractor has, prior to submitting its Bid, in accordance
with prudent and generally accepted engineering practices, 
reviewed the preliminary geotechnical, hydrology and 
environmental reports included in the IFB Documents, inspected 
and examined the Site and surrounding locations and undertaken 
other appropriate activities sufficient to familiarize itself 
with surface conditions and subsurface conditions discernible
from the surface affecting the Project to the extent Contractor
deemed necessary or advisable for bidding the Project, and as a
result of such review, inspection, examination and other 
activities Contractor is familiar with and accepts the physical 
requirements of the Work.  Contractor acknowledges that the 
reports provided in the IFB Documents cover only limited areas 
within the Site but agrees that the testing evidenced by such 
reports constitutes a sufficient basis for bidding the Project.
Contractor further acknowledges and agrees that changes in 
conditions at the Site may occur after the Bid Date, and that
Contractor shall not be entitled to any Change Order in 
connection therewith except as specifically permitted under
Article 13.  Before commencing any Work on a particular aspect of
the Project, Contractor shall verify all governing dimensions at
the Site, and shall examine all adjoining work which may have an
impact on such Work.  Contractor shall be responsible for ensuring 
that Construction Documents accurately depict all governing and 
adjoining dimensions.

     3.2.5     Governmental Rules and Approvals

     Contractor acknowledges and agrees that it has familiarized
itself with the requirements of any and all applicable 
Governmental Rules and the conditions of all Governmental 
Approvals prior to entering into this Contract.  Contractor shall
be responsible for complying with the foregoing at its sole cost
and expense and without any increase in Contract Price or 
extension of the Guaranteed Completion Date on account of such 
compliance, regardless of whether such compliance would require 
                               11
<PAGE>
additional time for performance or additional labor, equipment 
and/or materials not expressly provided for in the Contract 
Documents.  Contractor has no reason to believe that any  
Governmental Approval required to be obtained by Contractor will
not be granted in due course and thereafter remain in effect so 
as to enable the Work to proceed in accordance with the Contract
Documents.  In the event that any Governmental Approvals required
to be obtained by Contractor must formally be issued in the name
of Developer, State or SJTA, Contractor shall undertake all 
efforts to obtain such approvals subject to Developer's, State's
and/or SJTA's reasonable cooperation with Contractor, including 
execution and delivery of appropriate applications and other
documentation in form approved by Developer, State and/or SJTA. 
Contractor shall assist Program Manager in obtaining the Major
Permits and any amendments thereto, including providing
information requested by State and SJTA and participating in
meetings regarding such approvals.
     
     3.2.6     Quality Management Program

     Contractor shall have full responsibility for quality
assurance and quality control for the Project, including  
provision of and compliance with a Quality Management Program
meeting all requirements contained in Section 1200 of the 
Special Provisions.

     3.2.7     Design Personnel

     All design and engineering Work furnished by Contractor 
shall be performed by or under the supervision of Persons licensed 
to practice architecture, engineering or surveying (as  
applicable) in the State of New Jersey, by personnel who are 
careful, skilled, experienced and competent in their respective 
trades or professions, who are professionally qualified to 
perform the Work in accordance with the Contract Documents and 
who shall assume professional responsibility for the accuracy and
completeness of the Construction Documents prepared or reviewed  
by them.

     3.2.8     Scheduling

     Contractor shall at all times schedule and direct its Work
to provide an orderly progression of the Work to achieve 
completion within the specified time for completion and in 
accordance with the Project Schedule, including furnishing such
employees, materials, facilities and equipment and working such 
hours, including extra shifts, overtime operations, Sundays and 
Holidays (provided that Contractor shall obtain Program Manager's
written approval before performing any construction Work on 
                                12
<PAGE>
Sundays and Holidays) as may be necessary to achieve such goal, 
all at Contractor's own expense except as otherwise specifically
provided in Article 13.

     3.2.9     Performance as Directed

     At all times during the term hereof, including during the
course of, and notwithstanding the existence of, any dispute, but
subject to Contractor's rights under Section 16.3.2, Contractor 
shall perform as directed by Program Manager or Developer, in a 
diligent manner and without delay, shall abide by Program 
Manager's or Developer's decision or order, and shall comply with
all applicable provisions of the Contract Documents.

     3.2.10    Contractor Organization

     Contractor is a joint venture duly organized and validly
existing under the laws of the State of New York, with all 
requisite power to own its properties and assets and to carry on 
its business as now conducted or proposed to be conducted. 
Contractor is composed of Yonkers Contracting Company, Inc., a 
New York corporation, and Granite Construction Company, a 
California corporation (each, a "member" of Contractor).  Each 
member of Contractor is duly qualified to do business, and is in 
good standing, in the State of New Jersey, and shall remain in 
good standing throughout the term of this Contract and for as 
long thereafter as any obligations remain outstanding under the 
Contract Documents.

     3.2.11    Authorization

     The execution, delivery and performance of this Contract 
have been duly authorized by all necessary action of Contractor 
and Contractor's members and will not result in a breach of or a
default under the organizational documents of Contractor and its
members or any indenture or loan or credit agreement or other 
material agreement or instrument to which Contractor or any 
member of Contractor or any of its members is a party or by which
its properties and assets may be bound or affected.

     3.2.12    Binding Obligation

     This Contract constitutes the legal, valid and binding
obligation of Contractor and of each member of Contractor, 
enforceable in accordance with its terms.  

3.3  Representations, Warranties and Covenants by Developer

Developer represents, warrants and covenants for the benefit of
Contractor that Developer will not issue NTP1 until it has 
received assurances from State and SJTA (satisfactory to  
Developer in its sole discretion) that sufficient funds will be
                                13
<PAGE>
available and committed to the Project to fund State's and SJTA's
share of the costs of the NTP1 Work, and that Developer will not 
issue NTP2 until it has received assurances from State and SJTA 
(satisfactory to Developer in its sole discretion) that sufficient 
funds will be available and committed to the Project to fund 
State's and SJTA's share of the costs of the NTP2 Work.  Such 
representations, warranties and covenants, however, shall 
not constitute a guarantee by Developer that such funds from
State and SJTA will actually be available or create any
liability on the part of Developer if funds from State or SJTA 
are not in fact committed or available.

3.4  Legal Opinion

Concurrently with Contractor's execution of this Contract, 
Contractor shall deliver to Developer a written opinion in 
substantially the form attached hereto as Appendix 2 from counsel
acceptable to Developer.

ARTICLE 4.  DEADLINES FOR PROJECT COMPLETION; PROJECT SCHEDULE 
            AND PROGRESS

4.1  Time of Essence

Time is of the essence of this Contract.

4.2  Guaranteed Completion

      4.2.1     Deadlines for Substantial Completion and Final
                Acceptance

      Contractor shall achieve Substantial Completion of the
Project on or before the date which is 28 months from the date of
issuance of NTP2 (which date for Substantial Completion, as it
may be extended by Change Order, is referred to herein as the 
"Guaranteed Completion Date"), and shall achieve Final Acceptance
of the Project within 60 days after Substantial Completion 
thereof.  Failure to achieve Substantial Completion by the 
Guaranteed Completion Date or Final Acceptance within 60 days
after Substantial Completion will result in the application of
Liquidated Damages in accordance with the provisions of Article 
17.

      4.2.2     No Time Extensions

      Except  as  otherwise specifically provided in  Article 13,
Developer shall have no obligation to  extend the Guaranteed 
Completion  Date  and Contractor shall not  be  relieved  of its 
obligation  to achieve Substantial Completion of the Project by 
the  Guaranteed  Completion  Date  and  Final  Acceptance within 
60 days after Substantial Completion for any reason.
                              14
<PAGE>
4.3  Scheduling of Design, Procurement, Construction and Payment

Scheduling of design and construction Work is and shall be 
Contractor's responsibility.  Therefore, Contractor shall
determine the most feasible order of Work commensurate with the
requirements of the Contract Documents.  The planning, design, 
construction, development and completion of the Project shall be
undertaken and completed in accordance with the critical path
method and payment schedule prepared by Contractor and approved
by Program Manager as described in this Section 4.3.  Contractor
shall provide a Baseline Schedule as provided in Section 4.3.3.1.  
Contractor shall thereafter provide Revised Schedules on a 
monthly basis as provided in Section 4.3.3.2.  The term "Project
Schedule" as used herein shall mean the most recent schedule 
provided hereunder that has been approved by Program Manager (the
approved Baseline Schedule initially and thereafter the most 
recent approved Revised Schedule).  The Project Schedule shall,
among other things, provide that Substantial Completion of the 
Project shall be achieved by the Guaranteed Completion Date. The
Project Schedule shall be subject to review and approval by 
Program Manager, and shall be updated monthly and revised 
periodically as described below.  It shall be used by the parties
for planning and monitoring the progress of the Work and as the
basis for determining the amount of monthly progress payments to
be made to Contractor.  The purposes of the Baseline Schedule and
the monthly Revised Schedules include provision of assurance that
Contractor is conducting adequate planning and is properly 
executing the Work, as well as to assist the Program Manager, 
State and SJTA in appraising Contractor's compliance with the 
Contract Documents.
      
     4.3.1     General Requirements Applicable to the Project 
               Schedule 

          4.3.1.1   Software

          Contractor shall use Primavera 2.0 for Windows or such 
other software acceptable to Program Manager for preparation and 
management of the Project Schedule.  All reports, charts and 
other documents to be provided by Contractor pursuant to this 
Section 4.3 shall be in form acceptable to Program Manager.

          4.3.1.2   Development and Contents of Schedule

          The Project Schedule:

              (a)  shall be developed based on Precedence
Diagramming Method (PDM) scheduling,

              (b)  shall incorporate a work breakdown structure
for defining the schedule hierarchy to be used in planning, 
executing and reporting the progress of the Work,
                              15
<PAGE>
              (c)  shall be fully resource loaded and leveled
with respect to design and construction Work, defining all
scheduled construction Work in terms of labor hours, equipment
and earthmoving quantities.  Resources shall be coded for design
disciplines, construction craft, major equipment and earthmoving
classifications for reporting purposes, 

              (d)   shall expressly indicate scheduled work hours
and shift and hour assumptions for all Work (including non-
construction Work),

              (e)   shall indicate the schedules for identification 
and Relocation of utility facilities by Contractor or by the 
utility owners and for Contractor's acquisition of temporary 
easements and other real property interests necessary in connection 
with such Relocations,

              (f)   shall indicate the schedules for obtaining 
Governmental Approvals for which Contractor is responsible, 

              (g)   shall indicate the schedules for performance
of Work relating to satisfaction of environmental mitigation 
measures and other requirements of the Major Permits,

              (h)   shall include specified times for delivery 
to, review and/or approval by Program Manager, State, SJTA and/or
local agencies of all Construction Documents,

              (i)   shall include Program Manager's projected 
schedules for obtaining all Major Permits which have not been
provided prior to development of the schedule,
               
              (j)   shall indicate the schedule (if any) for
provision of access to each parcel within the Project Right of
Way to be acquired following NTP2, and the schedule for 
acquisition of any interests in real property by Contractor, 
including Contractor's projected schedule for use of each parcel,

              (k)   shall show Float as required by Section 4.3.2,

              (l)   shall account for and show all activities 
that are restrained in any manner by any requirement of the   
Contract Documents and/or applicable Governmental Rules,

              (m)   shall show the percentage of completion as of
the date thereof,

              (n)   shall include progress status (percent complete) 
verified by activity, and weighted average backup reports used to 
calculate payments, and

              (o)   shall include allocations of the Contract Price 
among the scheduled activities as described in Section 4.3.3.
                                16
<PAGE>
          4.3.1.3   Schedule Activities

          The Project Schedule shall provide information 
detailing and describing all activities required to complete the
Work and their duration and scheduled sequence.  Each activity
shown on the Project Schedule shall be described by its type, 
work breakdown structure element, duration, scheduled occurrence,
predecessor and successor activities, and relationship to other
elements of the Work.  Each activity must be capable of being 
quantitatively measured in terms of progress.  The Project 
Schedule must include a sorting capability with respect to the
established work breakdown structure elements, performing 
organizations, dates, Float and activity numbers.  It shall
incorporate as activities the preparation, review and approval of
all proposed Construction Documents and all other submittals that 
will be required for the Project.

     4.3.2     Float

            4.3.2.1   Project Float

            All Float contained in the Baseline Schedule shall be
considered a Project resource available to either party or both
parties as needed to achieve schedule milestones, interim 
completion dates and/or the Guaranteed Completion Date ("Project
Float").  Any Float generated thereafter shall also be considered
Project Float except to the extent that it falls within the 
parameters set forth in Section 4.3.2.2 or 4.3.2.3.  All Project
Float shall be shown as such in the Project Schedule on each 
affected schedule path.  Identification of (or failure to 
identify) Project Float on the schedule shall be examined by
Program Manager in determining whether to approve the overall 
schedule.  Once identified, Project Float shall be monitored, 
accounted and maintained in accordance with critical path 
methodology.  Project Float during the period following NTP2
shall be accounted for separately from Project Float during the
period preceding NTP2.

             4.3.2.2   Developer Float

             Whenever a specific item of Work is eliminated due 
to a Value Engineering Change, Contractor shall identify, by 
Activity/Payment Item number on the Project Schedule, the 
specific items of Work removed therefrom.  This will be deemed to
create Developer Float in the path(s) from which such Work was
removed.  Additional Developer Float shall be generated whenever
Developer directs a deductive change or completes an activity in
less than the time specified, including returning Program 
Manager's comments to design submittals (consolidated with any
comments received from State, SJTA and others within that period)
prior to the end of the review period described in Sections 
1204.3.2, 1204.3.7 and 1204.3.9 of the Special Provisions.  
                                17
<PAGE>
Developer Float shall be available for use by Developer but not
Contractor.  Contractor shall identify Developer Float in the
schedule by including separate activities approved by Program
Manager labeled "Developer Float" on each affected schedule path.  
Developer Float shall be monitored, accounted and maintained in
accordance with critical path methodology.

             4.3.2.3   Contractor Float

             In the event that Contractor generates Float by 
undertaking additional efforts not contemplated by the Project
Schedule ("Contractor Float"), such Float shall be available to
Contractor but not Developer.  Contractor shall identify 
Contractor Float in the schedule by including separate activities
approved by Program Manager labeled "Contractor Float" on each 
affected schedule path.  Contractor shall provide justification
acceptable to Program Manager regarding any characterization of
Float as Contractor Float as opposed to Project Float.  Contractor 
Float shall be monitored, accounted and maintained in 
accordance with critical path methodology.

      4.3.3     Preparation of Schedules

      Contractor shall prepare and deliver the Baseline Schedule
and Revised Schedules to Program Manager as provided in this 
Section 4.3.3.  Each schedule submittal hereunder shall include:

                (a)   a reproducible copy of the time-scaled critical
path network plot;

                (b)   an activity report sorted by payment item, Float
and work breakdown structure designation;

                (c)   an expenditure projection, including a brief
narrative summary of assumptions, expenditure projection curves
by overall Project and Contract, and other appropriate graphics 
and supporting cash flow and cash expenditure data, with each 
curve supported by a tabular report;

                (d)   a copy of the data diskettes (3.50-inch DS, 
HD and DOS 5.0 or higher) from which the schedules and reports were
prepared; and

                (e)   four copies of the revised timescaled network
logic diagram plot.

                Contractor shall allocate the total Contract Price
among the activities scheduled on the Project Schedule.  Such 
allocation shall accurately reflect Contractor's cost for each 
activity and shall not artificially inflate, imbalance or "front-
load" line items.  The price for each activity shall be all-
inclusive, i.e. it shall include all direct and indirect costs,
                               18
<PAGE>
overhead, risks and profit.  Each schedule shall also incorporate
and fully specify all appropriate information from prior approved
schedules, the current schedule for real property acquisition, 
changes in status of Governmental Approvals and other matters 
requested by Program Manager.

                4.3.3.1   Preparation of Baseline Schedule

                Within 30 days after NTP1, Contractor shall 
prepare and deliver to Program Manager for review and approval as
provided below six copies of a draft Baseline Schedule.  The Baseline
Schedule shall schedule Substantial Completion of the Project to
occur on the Guaranteed Completion Date.  The Baseline Schedule 
shall employ the entire Contract duration between the date of 
issuance of NTP1 and the Guaranteed Completion Date (based on an 
assumption that NTP2 will be issued on October 1, 1998) for 
completion of activities necessary to attain Substantial 
Completion, and shall fully, completely and accurately depict all
Project Float.  Each activity shall be defined, detailed and 
delineated such that no activity has a duration of more than 
60 days.  This schedule, following written approval thereof by
Program Manager, shall be the Baseline Schedule for the Project. 

                  4.3.3.2   Revised Schedules

                  Contractor shall provide monthly revisions of the 
Project Schedule (a "Revised Schedule").  A draft Revised 
Schedule shall be provided with each draft invoice.  Each Revised
Schedule shall serve the purpose of providing greater definition
and detail to activities and durations as provided below.

                      4.3.3.2.1 Draft Revised Schedules

                      The draft Revised Schedule provided with each
draft invoice shall describe and detail all Work activities 
scheduled to start within the period commencing on the first of
the following month (the "schedule data date") and ending one 
year thereafter (or the scheduled date for issuance of NTP2, if
later) and showing lesser detail for subsequent activities.  Each 
Revised Schedule shall be in compliance with the existing Project
Schedule in terms of logic and shall be consistent with durations
of activities shown on the existing schedule.  Any proposed 
deviation shall be individually listed and separately described 
and explained as to its necessity and benefit to the Project.

                       4.3.3.2.2 Definition of Activities

                       In no event shall any additional detail and
description included in a Revised Schedule change the Guaranteed
Completion Date, other than changes in such items which are 
approved by a Change Order and such changes which are otherwise
permitted in writing by Developer, which permission may be 
withheld in its sole discretion.
                                19
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      4.3.4     Approval of Schedules

      At the initial Progress Meeting Program Manager shall return
the draft Baseline Schedule with comments.  At each monthly 
Progress Meeting thereafter, Program Manager shall return the
draft Revised Schedule to Contractor with comments.  In the event
any deficiencies are noted in the draft schedule, Contractor 
shall deliver a revised schedule resolving such deficiencies 
within five business days.  Program Manager shall then have five
business days (or such longer period as is approved by 
Contractor) to approve or comment on the revised schedule.  This 
process shall be followed until Contractor has provided a 
schedule which is approved by Program Manager.

4.4  Progress Meetings

     4.4.1     Meetings

     Progress Meetings will be held at Program Manager's local 
field office at a time designated by the Program Manager on or 
about the 5th business day following delivery of the draft 
invoice as described in Section 12.2.1 as well as the progress 
summary described in Section 4.4.2 and draft Revised Schedule 
described in Section 4.3.  Each Progress Meeting shall be 
attended by Contractor and the Program Manager and may also be 
attended by Developer, State and/or SJTA.  Actual progress during
the previous month will be recorded and future activities will be
reviewed.  Contractor shall consult with its Subcontractors as 
Contractor deems advisable in connection with the Revised 
Schedules.  Contractor shall keep written minutes of each 
Progress Meeting and shall, no later than 48 hours following the
Progress Meeting, deliver a draft copy to Program Manager for 
approval.  Program Manager shall have the right to comment on the
minutes provided, and Contractor shall promptly incorporate all 
such comments into revised minutes.  Within two business days 
following approval thereof by Program Manager, Contractor shall
deliver copies of the Progress Meeting minutes to each individual
who attended the meeting and any other individuals designated by
Program Manager.

     4.4.2     Progress Summary

     Contractor is responsible for having information and data at
each monthly Progress Meeting to verify all schedule progress.  
Contractor shall prepare and provide at each monthly Progress 
Meeting one copy of a timescaled network logic diagram isolating 
all of the Project's Critical Paths as well as other Float paths
with less than 30 days total Float and five copies of the Project
Schedule indicating the physical status of all activities as of
date of the update.  Contractor shall also submit five copies of
a written narrative progress summary with exhibits setting forth
the following:
                               20
<PAGE>
           (a)   plans for the forthcoming report period, 
including Design Document submittals,

           (b)   all potential delays and problems, their effect
on schedule and overall completion, and an explanation of 
corrective action taken or proposed and its expected effect,

           (c)   percentage of total schedule period consumed,

           (d)   tabular reports listing all activities with 10
days or less Float,

           (e)   whether on, ahead of or behind schedule, and by
how much, 

           (f)   amount of available Float on each major path, 

           (g)   goals for next reporting period (such as progress
on activities, problems or mediation),

           (h)   proposed revisions to logic and relationships of
non-critical activities,

           (i)   60-day look ahead narrative report on all 
Governmental Approvals required (with two copies of the narrative
progress report to be provided to Program Manager),

           (j)   computerized bar chart schedule sorted by (i) 
Contractor's design sections, (ii) Contractor's working sections, 
(iii) payment items and (iv) early start date,  

           (k)   a tabular computer report which compares 
Contractor's actual progress in terms of percent complete and 
invoiced dollars to progress planned on the Project Schedule by
working section and major payment item,

            (l)   an expenditure projection for the remainder of
the Project, including a brief narrative summary of assumptions, 
cash expenditure curves, other appropriate tabular reports, 
graphics and supporting cash flow and cash expenditure data,

            (m)   a copy of the data diskettes (3.50-inch DS, HD
and DOS 5.0 or higher) for the entire schedule file, and   

            (n)   an incremental payment report for the covered
period reporting earned costs for the period by Project Schedule 
activity, payment item and work breakdown structure.

4.5  Recovery Schedule
                               21
<PAGE>
      4.5.1     Preparation of Recovery Schedule

     If the Work is lagging on any Critical Path for a period 
which exceeds the greater of (a) ten days in the aggregate or 
(b) that number of days in the aggregate equal to 2% of the days
remaining to the Guaranteed Completion Date, then Contractor 
shall include as part of the next Revised Schedule a Recovery 
Schedule demonstrating Contractor's program and proposed plan to
regain lost schedule progress and to achieve Substantial 
Completion and Final Acceptance of the Project in accordance with
Section 4.2 and the Project Schedule.  (For example, if there are
600 days remaining to the Guaranteed Completion Date, 2% of that 
number would be 12 days, and Contractor would be thus obligated 
to provide a Recovery Schedule if Contractor was behind schedule
by more than 12 days.)

      4.5.2     Alternative Change Orders

      In the event that Contractor requests a time extension under
Section 13.3.1.1, Developer shall have the right in its sole 
discretion to decide whether to allow a time extension or to 
require implementation of the Recovery Schedule without such time
extension.  In such event Contractor shall submit to Program  
Manager at least two alternative Change Order forms, one of which
shall include a Recovery Schedule and show the proposed 
Acceleration Costs associated with the Recovery Schedule, and the
other of which shall provide for an extension of the Guaranteed 
Completion Date without any increase in the Contract Price except
as provided in Sections 13.3.1.2 and 13.5.4.

       4.5.3     Failure to Provide Recovery Schedule

       In the event that a Recovery Schedule is required hereunder,
Contractor shall have no right to receive progress payments until 
such time as Contractor has prepared and Program Manager has 
approved such Recovery Schedule.

ARTICLE 5.  DESIGN WORK

5.1  Commencement of Design Work

Contractor shall commence performance of design and other non-
construction Work which it will perform, and shall ensure that 
performance of such Work is commenced by its Subcontractors, 
promptly following issuance of NTP1.

5.2  Submittal Schedule

Refer to Section 1204 of the Special Provisions for requirements
regarding Contractor's submittal schedule.
                                 22
<PAGE>
5.3  Submittal Review Process

Contractor shall cause all Construction Documents to be produced
and delivered to Program Manager within the time periods set 
forth in the Project Schedule.  Program Manager, State and SJTA
shall have the right to review and comment on all Design Documents 
or compliance with the requirements of the Contract Documents, 
in accordance with the procedures described in Section 1204 of 
the Special Provisions.  All such comments shall be delivered to 
the Program Manager to be coordinated and delivered to Contractor.  
Contractor shall notify Program Manager in writing within seven days 
after receipt of any such comments if Contractor believes 
incorporation of the comments is not required by the terms of the 
Contract Documents, would render the design erroneous, defective or 
deficient in any respect or would otherwise adversely affect in any 
manner the design or construction of the Project or the Project 
Schedule, and Program Manager shall have the right to modify its 
comments.  Any failure of Contractor to so notify Program Manager 
shall constitute Contractor's full acceptance of all responsibility 
for changes made to the Construction Documents in response to such
Program Manager comments and shall be treated for all purposes
hereunder as if Contractor had initiated such changes.  Within 10 
days of receipt of comments (including modifications to previous 
comments) Contractor shall revise and modify all such documents 
or materials so as to fully reflect all such comments and shall 
deliver to Program Manager the number of copies of each such
submittal as is specified by Program Manager, to permit Program
Manager to distribute the submittal for review.

5.4  Title

Provided Developer has made payment to Contractor therefor, (a)
Design Documents shall become the property of Developer, State 
and SJTA upon preparation, (b) all other Construction Documents 
shall become the property of Developer, State and SJTA upon
delivery to Program Manager, and (c) information obtained or
produced by Contractor in connection with the performance of its
obligations under this Contract, including studies, technical and
other reports and the like, shall become the property of 
Developer, State and SJTA upon Contractor's preparation or 
receipt thereof.  Copies of all such information shall be  
furnished to Program Manager upon preparation or receipt thereof
by Contractor.  Contractor shall furnish Program Manager, State
and SJTA with the original Working Drawings, Shop Drawings and 
final as-built drawings for the Project as a condition to Final
Acceptance.

5.5  Expedited Submittal Review

Program Manager shall use reasonable efforts to accommodate 
requests by Contractor for specific design submittals to be 
                                23
<PAGE>
processed faster than specified in Section 1204.3.2 of the  
Special Provisions.  Contractor acknowledges that expediting the
review of prioritized submittals may result in a delay in review
of lower priority submittals.  Program Manager and Contractor
shall work cooperatively to prioritize the different submittals 
and achieve an acceptable review schedule.  Contractor 
acknowledges and agrees that no acceleration of the submittal 
review schedule by Program Manager under this Section 5.5 shall
have any impact on the limits on submittals to State or SJTA 
review periods.

5.6  Key Personnel; Character of Employees

     5.6.1     Key Personnel

     The Scope of Work identifies certain job categories of "key 
personnel" for the Project.  Contractor may at any time elect to
add job categories to the "key personnel" list.  Program Manager
shall have the right to review the qualifications and character 
of each individual to be appointed to a key position (including 
personnel employed by Subcontractors) and to approve or 
disapprove, in its sole discretion, use of such person in such 
position prior to the commencement of any Work by such 
individual.  Contractor shall notify Program Manager in writing 
of any proposed changes in any key personnel.  Contractor shall
not change any key personnel without the prior written consent of
Program Manager.

     5.6.2     Character of Employees

     All employees of Contractor and of each Subcontractor shall
have the skill and experience and any licenses and other 
Governmental Approvals required to perform the Work assigned to
them.  If Program Manager determines in its sole discretion that
any Person employed by Contractor or by any Subcontractor is not
performing the Work in a proper and skillful manner, then at the 
written request of Program Manager made in its sole discretion,
Contractor or such Subcontractor shall remove such Person and 
such Person shall not be re-employed on the Project without the 
prior written approval of Program Manager, which may be withheld
in its sole discretion.  If Contractor or the Subcontractor fails 
to remove such Person or Persons or fails to furnish skilled and
experienced personnel for the proper performance of the Work, 
then Program Manager may suspend the affected portion of the Work
by delivery of written notice of such suspension to Contractor.  
Such suspension shall in no way relieve Contractor of any 
obligation contained in the Contract Documents or entitle 
Contractor to a Change Order.  Once compliance is achieved, 
Contractor shall be entitled to and shall promptly resume such 
portion of the Work.
                                24
<PAGE>
ARTICLE 6.  ACQUISITION OF REAL PROPERTY; COMMENCEMENT OF 
            CONSTRUCTION; CONSTRUCTION PROCEDURES; RELOCATIONS; 
            MITIGATION

6.1  Real Property Acquisition

     6.1.1     Provision of Access

     Pursuant to the Road Development Agreement, State and SJTA
have committed to use best efforts to provide access to the real
property within the Right of Way Limits on or before the date 
scheduled for issuance of NTP2.

                6.1.1.1   Subject to Section 6.1.2, the design of 
the Project furnished by Contractor shall not require any additional
permanent interests in real property.

                6.1.1.2   Contractor acknowledges and agrees that it
may not be feasible for all of the property within the Right of
Way Limits to be acquired prior to Developer's issuance of NTP2.  
If NTP2 is issued before access to all parcels has been obtained, 
Program Manager shall keep Contractor apprised as to the status 
of the acquisitions so as to enable efficient scheduling by 
Contractor.  Contractor shall work around the missing parcels 
with the goals of minimizing delay to the Critical Path and 
minimizing additional costs.  Contractor's additional costs 
associated with such efforts shall be eligible for reimbursement
solely through a Contingency Change Order, and delays to the 
Critical Path shall be eligible for a time extension, subject to 
the limitations and requirements contained in Article 13.  If 
Developer wishes to consider issuing NTP2 before access to all 
parcels has been obtained, it will first ask Program Manager to
consult with Contractor regarding how the missing parcels affect
the Project Schedule.  In such event Developer will issue NTP2 
only if Program Manager determines, in its sole discretion, that
it is possible to work around the missing parcels without 
unreasonable changes to the Project Schedule.

     6.1.2     Contractor Responsibilities

               6.1.2.1   Contractor shall be responsible, at its own
cost and expense, for acquisition of any property or temporary 
easements or other property rights outside of the Right of Way 
Limits which Contractor determines is necessary to accommodate 
its construction methods, or to facilitate temporary utility 
Relocations.
                                25
<PAGE>
                Developer's, State's and SJTA's prior written consent
is required for any changes in the Right of Way Limits.  If 
Contractor wishes to revise Right-of-Way Limits for any reason, 
including any plan to Relocate a utility facility outside of the 
Right-of-Way Limits, Contractor shall only do so in the context 
of a VECP.  Any additional acquisitions will be undertaken by 
State, which shall be reimbursed as specified in Section 22.5.4.  
Contractor shall provide support services in connection with such 
acquisitions (including provision of legal descriptions and 
appraisals, if requested by State), and shall bear all risk of
schedule delays associated with any such additional acquisitions.

                6.1.2.2   Contractor shall prepare all documents 
necessary to evidence any easements or other real property 
interests to be granted to utility owners.

6.2  Commencement of Construction

     6.2.1     Conditions Precedent

     Contractor shall not commence construction of any portion of
the Project prior to occurrence of all the following events 
except with the prior written approval of Developer and Program 
Manager in their sole discretion, and Contractor shall commence 
such construction promptly following occurrence of all such events:

                6.2.1.1   NTP2 shall have been delivered.

                6.2.1.2   Program Manager shall have approved the 
most current Project Schedule, Quality Management Program and 
Contractor's Safety Program.

                6.2.1.3   Contractor's Quality Assurance Manager 
shall have reviewed the applicable Construction Documents and 
approved their "release for construction."

                6.2.1.4   All Governmental Approvals necessary for 
construction of the applicable portion of the Project shall have 
been obtained and all conditions of such Governmental Approvals 
which are a legal prerequisite to commencement of such 
construction shall have been performed.

                6.2.1.5   All insurance policies and bonds required 
to be delivered by Contractor hereunder prior to commencement of 
construction shall have been received and approved by Developer, 
State and SJTA.

                6.2.1.6   State, SJTA or Contractor shall have 
obtained all necessary rights of access for such portion of the 
Project.  
                                 26
<PAGE>
    6.2.2     Commencement "At Risk"

    Contractor may start construction of certain elements of the
Project prior to approval of the Design Documents by Program 
Manager only as specified in Section 1204.3.6 of the Special 
Provisions.  Contractor shall undertake such early construction 
"at risk," and shall be obligated at its own expense to correct 
any work not conforming to the Final Design Documents in 
accordance with Section 6.5.

6.3  Supervision and Construction Procedures

     6.3.1     Responsibility

     Contractor shall be solely responsible for and have control 
over construction means, methods, techniques, sequences, procedures 
and Site safety and for coordinating all portions of the Work under 
the Contract Documents, subject, however, to all requirements 
contained in the Contract Documents.

     6.3.2     Safety Program

     Contractor shall have full responsibility for jobsite safety, 
including provision of and compliance with a Contractor's 
Safety Program meeting all requirements set forth in Section 1700
of the Special Provisions.  Program Manager will advise 
Contractor of situations which the Program Manager deems unsafe 
and shall have the right to require Work to be stopped as 
specified in Section 14.2.  Contractor shall take all reasonable 
precautions and be solely responsible for the safety of, and 
shall provide protection to prevent damage, injury or loss to: (a) 
all employees of Contractor and its Subcontractors performing 
the Work and other persons (including employees of Program 
Manager) who are on Site or would reasonably be expected to be 
affected by the Work; (b) the Work and materials and equipment to 
be incorporated therein; and (c) other property at or adjacent to 
the Site.

     6.3.3     Security

     Until the Final Acceptance Date, Contractor shall provide 
full-time security for the Site and shall be responsible for 
damage or loss to all property at the Site owned by Contractor,  
State, SJTA, Program Manager, Developer or any other Person.

     6.3.4     Adjoining Property

     Contractor shall ensure that all of its activities and the
activities of its employees, agents, officers and Subcontractors 
and all other Persons for whom Contractor may be legally or 
contractually responsible are undertaken in a manner that will 
minimize the effect on surrounding property and the public.  
Contractor's activities shall include:
                                 27
<PAGE>
      (a)   Subject to any applicable homeowner's 
permission, Contractor shall conduct videotaped inspections of homes
adjacent to the Project's construction, both before and after such  
construction occurs, to determine whether such homes have 
sustained damage attributable to the construction.  Copies of the 
before and after inspections shall be furnished to Program Manager.

                (b)   Contractor shall shield the areas of 
construction along the Penrose Canal and Horace Bryant, Jr. Drive 
by a landscaped berm (subject to design and construction review by
Program Manager, State and SJTA) on both sides of the 
construction area.

    6.3.5     Differing Site Conditions

    The procedures set forth in this Section 6.3.5 shall apply in 
the event of Contractor's discovery of (a) any on-Site material that 
Contractor believes may be a Hazardous Substance that is required 
to be removed to a Class I, Class II or Class III disposal site, 
(b) any archaeological, paleontological, biological or cultural 
resources or (c) any Differing Site Conditions.

                6.3.5.1   Notification to Program Manager; Work Stoppage

                If Contractor believes that any such discovery may be 
cause for an increase in the Contract Price or extension of the 
Guaranteed Completion Date, as a condition precedent to 
Contractor's right to file any such Claim, Contractor shall 
immediately notify Program Manager thereof telephonically or in 
person, to be followed immediately by written notification.  Contractor 
shall immediately stop Work in and secure the affected area.  In such 
event, Program Manager shall view the location within 24 hours of 
receipt of notification.  Following the viewing by Program Manager, 
Contractor may proceed with the Work, provided it can do so in 
compliance with all applicable Governmental Rules, Governmental 
Approvals and requirements of the Contract Documents (including 
requirements of the Remedial Action Work Plan described in Section 
1100 of the Special Provisions).  Contractor shall keep Program 
Manager apprised regarding actions which it is taking to assure 
compliance with all such requirements.

          6.3.5.2   Assumption of Risk

          CONTRACTOR ACKNOWLEDGES AND AGREES THAT IT SHALL NOT BE 
ENTITLED TO ANY INCREASE IN THE CONTRACT PRICE FOR ADDITIONAL 
COSTS OF PERFORMING THE WORK ASSOCIATED WITH ANY OF THE ABOVE-
DESCRIBED MATERIALS, RESOURCES AND CONDITIONS, EXCEPT TO THE 
EXTENT OF ANY CONTINGENCY CHANGE ORDER ISSUED UNDER SECTION 13.9.  
Contractor hereby acknowledges and agrees that it has assumed all
risks of additional costs associated with materials, resources 
and conditions described in this Section 6.3.5 in excess of any 
                               28
<PAGE>
available Contingency and that Contractor's right to obtain a 
time extension with respect to delays caused by such materials, 
resources or conditions is subject to the limitations and 
conditions contained in Section 13.3.1.

          6.3.5.3   Disposal of Hazardous Substances

          Except for Hazardous Substances which Contractor 
introduced to the Site or which were negligently removed, handled 
or released by Contractor or its employees, agents, officers or 
Subcontractors or any other Persons for whom Contractor may be 
contractually or legally responsible, for purposes of this 
Contract only, (a) Contractor shall not be required to execute 
any hazardous waste manifests as a "generator" and (b) Hazardous 
Substances encountered in the performance of the Work shall be 
disposed of, if at all, utilizing a State EPA Identification 
Number that will be obtained for the Project within four weeks of 
receipt by Program Manager of a written request therefor from 
Contractor.  Nothing in any of the Contract Documents shall be 
deemed to absolve any third parties from liability for such 
Hazardous Substances.

6.4  Inspection and Testing

     6.4.1     Performance of Inspection and Testing

     Contractor shall perform whatever inspection, sampling and 
testing Contractor deems appropriate in order to comply with its 
obligations under the Contract Documents, provided that Acceptance 
Testing will be accomplished by Program Manager as more 
specifically described in Sections 1204 and 1205 of the Special 
Provisions.  At all points in performance of the Work at which 
specific inspections or approvals are required by the Contract 
Documents, Contractor shall not proceed beyond that point until 
such inspection or approval has been made or waived in writing.

      6.4.2     Right of Program Manager, State and SJTA To 
Conduct Inspection and Testing

      All materials and each part or detail of the Work shall be 
subject to inspection and testing by Program Manager, State and/or 
SJTA.  Contractor hereby consents to such inspection and testing.  
Upon request from Program Manager, Contractor shall furnish 
information to such persons as are designated in such request 
and shall permit such persons access to all parts of the Work.

      6.4.3     Uncovering of Work

      At all times before Final Acceptance of the Project, 
Contractor shall remove or uncover such portions of the finished 
                                29
<PAGE>
construction Work as directed by Program Manager.  After 
examination by Program Manager, State and/or SJTA, Contractor 
shall restore the Work to the standard required by the Contract 
Documents.  If the Work exposed or examined is not in conformance 
with the requirements of the Contract Documents, then uncovering, 
removing and restoring the Work and recovery of any delay to any 
Critical Path occasioned thereby shall be at Contractor's 
expense.  Furthermore, any Work done or materials used without 
adequate notice to and opportunity for prior inspection by 
Program Manager, State and/or SJTA may be ordered uncovered, 
removed and restored at Contractor's expense, even if the Work 
proves acceptable after uncovering.  Except with respect to Work 
done or materials used as described in the foregoing two 
sentences, if Work exposed or examined under this Section 6.4.4 
is in conformance with the requirements of the Contract  
Documents, then any delay in any Critical Path from uncovering, 
removing and restoring Work requested by Program Manager shall be 
eligible for a Contingency Change Order and a time extension, 
subject to the conditions and limitations in Article 13; provided 
that if Contractor establishes that the request to uncover was 
made in bad faith or was the result of gross negligence or 
comparable tortious conduct by Developer, State, SJTA or Program 
Manager, then it shall be considered a Directed Change.

6.5  Correction of Nonconforming Work

Nonconforming Work is Work that Program Manager, State or SJTA 
determines does not conform to the requirements of the Contract  
Documents.  Nonconforming Work shall be removed and replaced so 
as to be acceptable to Program Manager, State and SJTA, at 
Contractor's expense; and Contractor shall promptly take all 
action necessary to prevent similar deficiencies from occurring 
in the future.  The fact that Program Manager, State or SJTA may
not have discovered the nonconforming Work shall not constitute 
an acceptance of such nonconforming Work.  If Contractor fails to
correct any nonconforming Work within ten days of receipt of 
notice from Program Manager requesting correction, then Program 
Manager, State and SJTA may cause the nonconforming Work to be 
remedied or removed and replaced and may deduct the cost of doing
so from any moneys due or to become due Contractor and/or obtain 
reimbursement from Contractor for such cost.

6.6  Utilities

This Section 6.6 sets forth provisions relating to utility 
facilities affected by the Project (that is, public, private, 
cooperative, municipal and/or government utility facilities used 
for the carriage, transmission and/or distribution of cable 
television, electric power, telephone, telegraph, water, gas, 
oil, petroleum products, steam, chemicals, sewage, drainage and 
similar utility lines).  The term "utility" shall specifically 
exclude storm water facilities.  Storm water lines shall be 
                                30
<PAGE>
removed, relocated and/or protected in place by Contractor as 
part of the Work as necessary or appropriate in order to complete
the Project without the need to refer to the requirements of the
Contract Documents applicable to utilities.  A preliminary survey 
of utilities likely to be impacted by the Project has been performed 
and the results are shown in the Concept Design.  Contractor bears 
full responsibility for ascertaining the existence and exact 
location and size of all affected facilities.

       6.6.1     Commencement of Utility Work

       Contractor shall commence its Work relating to utility 
Relocations promptly upon issuance of NTP1.  In general, utility 
construction Work shall not commence until the conditions set 
forth in Section 6.2.1 have been satisfied, except that Developer 
agrees to issue early notices to proceed with utility construction 
Work upon receipt of a request from Contractor provided the 
conditions set forth in Sections 6.2.1.2 through 6.2.1.6 have been 
met and provided that Contractor shall have no right to invoice 
any amounts in excess of $15 million with respect to utility 
construction Work unless and until NTP2 is issued.

      6.6.2     Contractor's Relocation Obligations

      Contractor is responsible for causing the removal, 
relocation and/or protection in place (including provision of
temporary services as necessary) of any and all utility 
facilities that have to be removed, relocated and/or protected 
in place in order to permit construction of the Project.  Each
such removal, relocation and/or protection and/or provision of 
temporary services is referred to herein as a "Relocation."  
Contractor is responsible for causing Relocations to occur in all
cases where Relocations are necessitated by the Project, even if
the facility required to be relocated was not indicated with 
reasonable accuracy in the documentation provided to Contractor 
prior to the Bid Due Date.  Although Contractor is obligated to
cause Relocations to occur and to pay for design and construction
work for each Relocation except to the extent that it includes a 
Betterment (refer to SP  1602.2 regarding arrangements to be made
by the Contractor with the utilities in connection with Betterments), 
Contractor should not assume that Contractor will in fact furnish 
the design of, or perform construction work with respect to, 
any Relocations.

                6.6.2.1   General Scope

                All efforts and costs necessary in order to cause 
Relocations to occur are included in Contractor's Work and, 
except as specified in Section 6.6.4.1, are included in the 
Contract Price.  State and SJTA have agreed to assist in 
negotiations with utility owners.  Contractor shall have no right
to enter into any agreement with a utility owner which purports  
                                31
<PAGE>
to bind Developer, State or SJTA to its terms.  In no event shall
Developer, State or SJTA be required to make any payment to any 
utility owner.  In no event shall any agreement with a utility 
owner be deemed to modify the terms of this Contract, and in the 
event of any conflict between the terms of any such agreement and
the terms of the Contract Documents, the Contract Documents shall
prevail as between Developer and Contractor.

                6.6.2.2   Avoiding Relocations

                The location of utility facilities and potential
impact of Relocation of such facilities shall be considered in 
finalizing the design of the Project, with the following goals:  
(a) avoiding Relocations to the extent practicable, (b) if a 
Relocation is not reasonably avoidable, protecting the facility 
in place to the extent practicable, and (c) otherwise minimizing
the potential costs and delays relating to Relocations to the 
extent practicable.

     6.6.3     Legal Actions

     State and SJTA have agreed to consider requests by Contractor 
to exercise any legal rights that they have (as deemed appropriate 
by State and/or SJTA in their sole discretion) with respect to any 
owner of a utility facility.  Contractor may make such request only 
if Contractor reasonably believes such owner will not undertake or 
permit Relocation of its facility in a timely manner, and such 
request shall be accompanied by evidence reasonably satisfactory 
to State and SJTA that Contractor has made diligent efforts to 
obtain the owner's cooperation but has not been able to obtain 
such cooperation.

    6.6.4     Utility Change Orders

              6.6.4.1   Subject to the conditions and limitations 
contained in Article 13:

              (a)   Contractor shall have the right to obtain a
Change Order extending the Guaranteed Completion Date in the 
event of delays in completing a Utility Relocation to the extent
that the delay impacts the Critical Path so as to delay Substantial 
Completion beyond the Guaranteed Completion Date, and shall also be 
entitled to reimbursement solely through a Contingency Change Order 
for its costs directly attributable to such delay; provided that 
Contractor shall have made all reasonable efforts to obtain 
cooperation of the utility owner, and provided further that no 
Change Order shall be available for any avoidable delay.
                               32
<PAGE>
              (b)   Contractor shall be entitled to reimbursement 
solely through a Contingency Change Order for its additional 
costs directly attributable Relocation of any Major Utility 
Facilities which were not accurately indicated in the Concept 
Design, to the extent that such costs would not have been 
incurred had the facility been located as indicated.  In  
determining whether a utility has been accurately indicated it 
is irrelevant whether it is shown on the Concept Design as being 
relocated, protected in place, or not affected by the Project.  A
utility shall be considered accurately indicated to the extent 
that (a) the facility's actual location is within 15 feet of the 
approximate horizontal location indicated on the Concept Design  
(with no limitation on vertical location), and (b) the facility's 
actual size does not differ from the size indicated on the 
Concept Design by more than 25% of the size originally indicated. 
For example, if the Concept Design shows a 4 inch pipeline which 
is in fact a 5 inch pipeline actually located twelve feet away 
from the location shown, such facility shall be deemed to be 
accurately indicated.  If any such inaccuracy results in an 
overall cost savings, Contractor shall be entitled to the benefit 
thereof without any obligation to provide a credit to Developer.

                6.6.4.2   Except as specified in this Section 
6.6.4, Contractor specifically assumes all risk of schedule delays
associated with Utility Relocations, and Contractor specifically
assumes all cost risks associated with required Utility 
Relocations.  Accordingly, except as specified in this 
Section 6.6.4, Contractor shall not be entitled to any time
extension and/or increase in the Contract Price associated with 
any Utility Relocations.

6.7  Environmental Compliance

Contractor shall comply with all applicable Environmental Laws in
performance of the Work and shall comply with all requirements 
set forth in Section 1400 of the Special Provisions.

         6.7.1     Performance of Environmental Mitigation Measures

         Contractor shall be responsible for performance of all 
environmental mitigation measures (which phrase shall be deemed 
to include all requirements of the Major Permits and similar 
Governmental Approvals, regardless of whether such requirements 
would be considered to fall within a strict definition of the 
phrase) for the Project.  The Bid Price includes compensation for
Contractor's performance of all environmental mitigation measures 
described in the Contract Documents and for performance of all 
environmental mitigation measures arising from a modification to
a Major Permit obtained by Contractor for its convenience.  
Contractor shall be entitled to reimbursement solely through a
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Contingency Change Order for any additional costs which it incurs
associated with additional environmental mitigation requirements
contained in the final form of the Major Permits.  In certain 
cases the Contract Documents include specific assumptions 
regarding the mitigation requirements; in other cases only 
limited assumptions are included.  If no assumptions are 
provided, Contractor shall be responsible for making its own 
assumptions, and shall not be entitled to additional compensation 
if its assumptions ultimately prove incorrect.  For example, the
wetlands mitigation provisions include an assumption that three 
acres must be planted, but no assumptions are provided regarding
the specific planting requirements.  If more than three acres of
plantings are required by the final permit, Contractor's 
incremental costs directly attributable to the increased acreage
will be eligible for reimbursement solely through a Contingency 
Change Order.  Conversely, if the final permit requirements 
result in more costly plantings than originally assumed by 
Contractor, Contractor shall not be entitled to reimbursement for 
its additional costs.  Furthermore, no reimbursement shall be 
available for any additional mitigation requirements to the 
extent that they are satisfied by requirements found elsewhere in 
the Contract Documents.

      6.7.2     Major Permit Modifications

      Contractor acknowledges and agrees that constraints 
established by the Major Permits were (and will be) set based on 
certain assumptions regarding the alignment of the Project, and 
agrees that the Project can be designed and constructed within 
the constraints identified in the IFB Documents.  If Contractor 
wishes to revise the design of the Project in any manner which 
would require a modification to a Major Permit, Contractor shall 
first consult with Program Manager, State and SJTA.  If Program 
Manager, State and SJTA, in their sole discretion, agree to 
permit the design revision to be made, Program Manager will so 
notify Contractor, who shall then proceed to prepare and provide
to State or SJTA (as appropriate) all documentation required in 
connection with such modification, provide such other assistance
in connection therewith as may be requested by State or SJTA and
comply with the requirements of the modification at its own 
expense, without any entitlement to reimbursement for its 
additional expenses associated therewith or a time extension.  If
it becomes apparent that a modification to a Major Permit is 
required for the Project for any other reason, Contractor shall 
prepare and provide to State or SJTA (as appropriate) all 
documentation required in connection with such modification, 
provide such other assistance in connection therewith as may be 
requested by State or SJTA, and comply with the requirements of
the modification.  In such event Contractor shall be entitled to
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reimbursement solely through a Contingency Change Order for its 
additional expenses associated therewith, and shall be entitled 
to a time extension, subject to the requirements contained in 
Article 13.

ARTICLE 7.  SUBCONTRACTS

7.1  Assignment of Subcontracts to Developer, State and SJTA

Each instrument evidencing any agreement of Contractor with any 
Subcontractor shall provide that, pursuant to terms in form and 
substance satisfactory to Program Manager, (a) the rights (but 
not the obligations) of Contractor under such instrument are 
assigned to Developer, State and SJTA and their respective 
successors and assigns (contingent only upon written acceptance
of the assignment from the assignee(s) or its (their) successor(s) 
or assign(s) following default by Contractor or termination or 
expiration of this Contract), and (b) all warranties (express and 
implied) of such Subcontractor shall inure to the benefit of 
Developer, State and SJTA and their respective successors and 
assigns.

7.2  Responsibility for Work Performed by Subcontractors

Notwithstanding any Subcontract or agreement with any 
Subcontractor, Contractor shall be fully responsible for all of 
the Work.  Developer, State and SJTA shall not be bound by any
Subcontract, and no Subcontract shall include a provision 
purporting to bind them.

7.3  Approval of Subcontractors

     7.3.1      As soon as a potential Subcontractor has been 
identified by Contractor, but in no event less than 14 days prior
to the scheduled initiation of Work by such proposed 
Subcontractor, Contractor shall notify Program Manager, in 
writing, of the name and address of such Subcontractor, and shall 
request that Program Manager, State and SJTA approve such 
Subcontractor.  Within ten days after receipt of such request and
any additional information which Program Manager may request, 
Program Manager will notify Contractor whether the Subcontractor 
has been approved, and in the event that a Subcontractor is not 
approved Program Manager will advise Contractor of the reasons 
for the disapproval.  If a potential Subcontractor is disapproved, 
Contractor may submit another candidate for approval.

     7.3.2      Contractor acknowledges the right of Program 
Manager, State and SJTA to reasonably object to Subcontractors 
and agrees that Developer, Program Manager, State and SJTA shall
not be liable for any delays or damages incurred by Contractor 
as a result of such objections, nor shall Contractor be entitled 
to reimbursement or time extensions in connection with such 
objections.
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     7.3.3      No Subcontractor shall perform any Work on the 
Project until such Subcontractor has been approved pursuant to 
Section 7.3.1.

7.4  Mandatory Terms of Subcontracts

Each Subcontract shall include terms that are substantially 
similar to those terms required by Sections 2.2.7, 3.1.2, 3.2.5, 
3.2.9, 6.3, 9.5, 10.2 and 13.7, Articles 14, 15, 18 and 19 and 
Section 20.3 hereof; and each Subcontract other than Subcontracts
with Suppliers shall include terms that are substantially similar
to those contained in Sections 2.2.6 and 2.2.7, Article 11, 
Sections 13.10.1.1, 21.2 (as appropriate), 21.3 and 21.4 and 
Article 23 hereof.  In addition, Contractor shall include in each
Subcontract terms and conditions sufficient to ensure compliance
by the Subcontractor with all applicable requirements of the 
Contract Documents.  Contractor shall give assurance that, when 
minimum wage rates are specified, they shall apply to labor 
performed on all work subcontracted, assigned or otherwise 
disposed of in any way.

7.5  Subcontract Records

Contractor shall, each month and from time to time upon request,
provide Program Manager with a list of all Subcontractors, shall
allow Program Manager access to all Subcontracts and records 
regarding Subcontracts and shall deliver to Program Manager, 
within ten days after receipt of a request from Program Manager,
copies of all Subcontracts as may be requested.

7.6  Payments to Subcontractors

Contractor shall comply with the provisions of N.J.S.A. 52:32-40
and 52:32-41, concerning the prompt payment of Subcontractors, 
which are hereby made a part of this Contract.  Contractor shall
pay all of its Subcontractors all invoiced amounts (less 
retainage) due and owing in accordance with the Subcontract,
within the time allowed for payment in the Subcontract, provided
and to the extent that Contractor has received payment from 
Developer for such Work.  Each descending tier Subcontractor 
shall be paid all invoiced amounts (less retainage) due and owing
in accordance with the Subcontract, within the time allowed for
payment in the Subcontract, provided and to the extent that the 
above-tiered Subcontractor's invoice has been paid.

ARTICLE 8.  PERFORMANCE AND PAYMENT BONDS

Concurrently with execution of this Contract, Contractor has 
provided Payment and Performance Bonds, each in the amount of 
100% of the Contract Price, guaranteeing due and punctual 
performance of all obligations of Contractor under the Contract
Documents, including all of its obligations to pay Liquidated 
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Damages in accordance with Article 17.  The Payment Bond shall 
remain in full force and effect until the later to occur of 100
days after the Final Acceptance Date or resolution of all claims
filed thereunder.  The Performance Bond shall remain in full 
force and effect until expiration of Contractor's Warranties 
following the Final Acceptance Date, subject to Contractor's 
right to provide a replacement bond as provided in Section 20.2.3.

ARTICLE 9.  INSURANCE

Contractor shall procure at its own expense insurance acceptable 
to Developer, State and SJTA as described herein and shall 
maintain such insurance in full force and effect as specified 
herein.  All insurance is to be placed with insurers admitted as
such in the State of New Jersey with an A.M. Best and Company 
rating level of A- or better, Class VII or better, or as 
otherwise approved by Developer, State and SJTA, at their sole 
discretion.

9.1  Liability Insurance

Contractor shall procure and maintain liability insurance as 
specified below, to protect Contractor, Developer, State, SJTA, 
Program Manager and Mirage Resorts, Incorporated, and their 
respective members, shareholders, directors, officers, employees 
and agents against claims of or relating to personal injury 
(including death) to persons or damage to property which may 
arise from or in connection with the performance of the Work 
(whether performed on-Site or off-Site) by Contractor, its   
employees, officers, agents or Subcontractors (including design 
professionals) or any other Person for whom Contractor may be 
contractually or legally responsible during the period from the
date of issuance of NTP1 until the Final Acceptance Date (or 
other period specified below).                               

                (a)   Workers' Compensation Insurance in statutory
limits under the Workers' Compensation Law of the State of New 
Jersey, Employer's Liability with unlimited coverage and Maritime
coverage limits of not less than $1,000,000.  The Workers' 
Compensation insurance policy shall contain an endorsement 
extending the policy to cover the liability of the insureds under
the U.S. Longshoremen's and Harbor Workers' Compensation Act and
an Other States Coverage endorsement.

                (b)   Commercial General Liability Insurance on ISO
Form CG 001 10/93 or its equivalent with the following limits of 
liability and coverage:
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          $50,000,000   Each Occurrence

          $50,000,000   Personal and Advertising Injury

          $50,000,000   Products/Completed Operations Aggregate 

          $50,000,000   General Aggregate Per Project

The insurance shall contain coverage for premises operations and 
contractual liability with the railroad exclusion removed and 
with no exclusion for explosion, collapse or underground, flood, 
earthquake, subsidence, landslide or any other earth movement, 
and for environmental liability.  Products/Completed Operations 
coverage shall be maintained for three years after the Final 
Acceptance Date.                                             

                (c)   Commercial Motorized Vehicle Liability 
Insurance on ISO Form CA 0001 12/93 or its equivalent with limits 
of liability not less than the following:

             $25,000,000   Bodily Injury - per person

             $25,000,000   Bodily Injury - per accident

             $25,000,000   Property Damage - per accident

             $25,000,000   Combined Single Limit - per accident 

                (d)   Professional Liability Insurance with limits of
liability not less than $15,000,000 per claim, $15,000,000 
aggregate limit, protecting against any negligent act, error or 
omission arising out of design or engineering activities with 
respect to the Project that includes coverage for acts by others 
for whom Contractor is legally or contractually responsible.  The 
policy shall include as insureds Contractor (in the event that 
any design professionals are employed directly by Contractor), 
all Subcontractors providing design and engineering services and 
Program Manager to the extent that it provides design and 
engineering services.  A five-year extended reporting and claim 
assertion period will apply with respect to events which actually 
or allegedly occurred but were not reported (and with respect to 
claims predicated thereon but not actually asserted) during the 
term of the policy.

                (e)   Railroad Protective Liability Insurance as 
requested by the railroad operator as a condition of the 
railroad's consent for entry onto railroad facilities or property 
in connection with the Work, in a form and at limits acceptable 
to the railroad operator.
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                (f)   If the Work may involve the handling, 
generation, treatment, storage, transportation or disposal of 
Hazardous Substances, Contractor shall provide environmental 
impairment insurance on an "occurrence" basis, with limits of at 
least $10,000,000 per loss and $10,000,000 aggregate, with a 
deductible not to exceed $100,000, covering in substance 
acceptable to Developer, State and SJTA:  (i) injuries to persons 
due to actual or alleged exposure to Hazardous Substances and 
(ii) damage to soil, water, air or other property from Hazardous 
Substances (including any and all response and/or remediation costs).

9.2  Builder's Risk Insurance

Contractor shall provide builder's risk insurance insuring the 
interest of Developer, State, SJTA, Program Manager, Mirage 
Resorts, Incorporated, Contractor, and Subcontractors of all 
tiers (and their respective members, shareholders, directors, 
officers, employees and agents) covering all real and personal 
property for "all risks" of loss, including, but not limited to, 
coverage against fire, lightning, wind damage, hail, explosion, 
riot or civil commotion, aircraft and other vehicles, collapse,
flood, earthquake, subsidence, landslide or any other earth 
movement and coverage available under the so-called Installation 
Floater.

Contractor shall maintain such coverage during the period starting 
on the date of issuance of NTP2 and ending on the Final Acceptance 
Date. 

Coverage shall include all materials, supplies and equipment that
are intended for specific installation in the Project while such 
materials, supplies, and equipment are located at the Site, in 
transit and while temporarily located away from the Site for the 
purpose of repair, adjustment or storage at the risk of one of 
the insured parties.

Coverage shall include property of others in the care, custody 
and control of any insured for which such insured may be liable. 
Coverage shall include structures, excavations and foundations, 
including pilings, demolition, re-excavation and debris removal 
and operational testing.

The coverage for transit and storage away from the Site may be 
subject to a sublimit approved by Developer.  Contractor must 
report the value, time and means/location of any such transit or 
storage to Developer or its designee prior to transit or storage. 
Contractor shall be responsible for any loss that is uninsured or
underinsured arising out of such failure to notify Developer or
its designee.

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<PAGE>
The builder's risk insurance policy shall be endorsed (a) waiving 
the carrier's rights of recovery under subrogation against 
Developer, State, SJTA, Program Manager, Mirage Resorts, 
Incorporated, Contractor and all Subcontractors of any tier whose
interest is insured under such policy, and (b) so as to provide 
that the insurance company will not cancel such insurance without
giving 60 days' prior written notice to Developer.

Any loss insured under the builder's risk insurance is to be 
adjusted with Contractor and made payable to Contractor as 
trustee for the insureds, as their interests may appear, subject 
to the requirements of any applicable mortgagee clause.   
Contractor shall pay each affected Subcontractor a just share of
any insurance moneys received by Contractor, and by appropriate 
agreement, written where legally required for validity, shall 
require each such Subcontractor to make payments to its 
Subcontractors in similar manner.

Deductibles or self-insured retentions with respect to the 
builder's risk insurance shall be no greater than $25,000 per 
claim for flood and earthquake, and no greater than $10,000 per
claim for all other property losses.  Contractor shall bear the 
cost of all deductibles and self-insured retentions.  However, 
Contractor shall be entitled to reimbursement solely through a 
Contingency Change Order for deductibles paid, provided that no 
Change Order shall be issued in the event that Contractor or its
employees, agents, officers or Subcontractors or any other 
Persons for whom Contractor may be contractually or legally 
responsible was either a primary or a contributing cause of the 
loss incurred.

9.3  Endorsements and Waivers

All general and motorized vehicle liability insurance policies 
required to be provided by Contractor hereunder shall contain or 
be endorsed to contain the following provisions (a) through (f), 
and all Professional Liability, workers' compensation and 
employer's liability policies are to contain or be endorsed to 
contain the following provisions (e) and (f):

        (a)  Developer, State, SJTA, Program Manager and Mirage 
Resorts, Incorporated (and their respective members, 
shareholders, directors, officers, employees and agents) shall be 
covered as additional insureds as respects any and all liability 
arising out of the Work or this Contract.

        (b)  For any claims related to the Project, Contractor's 
insurance coverage shall be primary insurance with respect to 
Developer, State, SJTA, Program Manager and Mirage Resorts, 
Incorporated (and their respective members, shareholders, 
directors, officers, employees and agents), and shall specify  
                               40
<PAGE>
that coverage continues notwithstanding the fact that Contractor 
has departed from the Site.  Any insurance or self-insurance 
maintained by Developer, State, SJTA, Program Manager or Mirage
Resorts, Incorporated (or their respective members, shareholders,
directors, officers, employees and agents) shall be excess of 
Contractor's insurance and shall not contribute with it.
Furthermore, any additional insurance which Contractor may elect 
to maintain shall not contribute with any coverage required to be 
maintained by Contractor hereunder. 

        (c)  Any failure on the part of Contractor to comply with
reporting provisions or other conditions of the policies, any 
breach of warranty, any action or inaction of Contractor or 
others, any foreclosure relating to the Project or any change in 
ownership of all or any portion of the Project shall not affect 
coverage provided to Developer, State, SJTA, Program Manager and 
Mirage Resorts, Incorporated (and their respective members, 
shareholders, directors, officers, employees and agents).

        (d)  Contractor's insurance shall apply separately to 
each insured against whom a claim is made or suit is brought, 
except with respect to the limits of the insurer's liability.

        (e)  Each policy (including the Professional Liability, 
workers' compensation and employer's liability policies) shall 
include a waiver of any right of subrogation against Developer,
State, SJTA, Program Manager and Mirage Resorts, Incorporated 
(and their respective members, shareholders, directors, officers, 
employees and agents).

        (f)  Each policy shall be endorsed to state that coverage  
shall not be suspended, voided, canceled or reduced in coverage 
or in limits except after 60 days prior written notice by 
certified mail, return receipt requested, has been given to 
Developer, State, SJTA, Program Manager and Mirage Resorts, 
Incorporated.  Such endorsement shall not include any limitation 
of liability of the insurer for failure to provide such notice.

9.4  Coverage To Be Provided by Contractor During Warranty Period

During the period following the Final Acceptance Date and prior 
to expiration of Contractor's Warranty, Contractor shall maintain
in full force and effect all insurance as specified in 
Sections 9.1.  Copies of such policies shall be received and 
approved by Developer, State and SJTA as a condition to Final 
Acceptance.

9.5  Subcontractor Insurance Requirements

Each Subcontract (excluding Subcontracts with Suppliers) shall
provide that the Subcontractor agrees to comply with requirements 
                                41
<PAGE>
for Contractor-provided insurance on the same terms as does 
Contractor, provided that, following consultation with Program 
Manager, Contractor shall have sole responsibility for 
determining the limits of coverage required to be obtained by 
Subcontractors, which determination shall be made in accordance
with reasonable and prudent business practices.  Contractor shall
require each Subcontractor to include Developer, State, SJTA, 
Program Manager and Mirage Resorts, Incorporated (and their 
respective shareholders directors, officers, employees and 
agents) as additional insureds under such Subcontractor's general 
liability and motorized vehicle liability insurance policies. 
Program Manager shall have the right to contact Subcontractors 
directly in order to verify the above coverages.

9.6  Disclaimer

Contractor and each Subcontractor have the responsibility to make
sure that their insurance programs fit their particular needs, 
and it is their responsibility to arrange for and secure any 
insurance coverage which they deem advisable, whether or not 
specified herein.

9.7  Verification of Coverage

Contractor shall deposit with Program Manager, at least 30 days
before the date that coverage is required to commence under the 
terms of the Contract Documents, binders or certificates 
evidencing the required coverage.  Contractor agrees to deposit 
with Program Manager, on or before the date that coverage is 
required to commence under the terms of the Contract Documents, 
certified duplicate copies of all such policies evidencing the
required coverage, provided that if such documents are not then 
available they shall be provided as soon as they become available.

Not less than 15 days prior to the expiration date of any policy 
of insurance required to be provided by Contractor, Contractor 
shall deliver to Program Manager a binder or certificate of 
insurance with respect to each renewal policy, bearing a notation
evidencing payment of the premium therefor, or accompanied by 
other proof of payment satisfactory to Program Manager.       
Certified duplicate copies of the renewal policy shall be 
delivered to Program Manager within 30 days of the renewal date, 
or as soon as reasonably possible thereafter.

9.8  Changes in Requirements

Developer may at any time notify Contractor in writing of any 
changes in the insurance requirements.  Such action shall be 
deemed a Directed Change.  Contractor shall provide to Developer 
such information or records as may be required or helpful in 
determining any increased cost to Contractor.
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9.9  No Recourse

There shall be no recourse against Developer, State or SJTA for 
payment of premiums or other amounts with respect to the insurance 
required to be provided by Contractor hereunder.

9.10 Right to Remedy Breach by Contractor

If Contractor fails to provide insurance as required herein, 
Developer or its assignees shall have the right, but not the 
obligation, to purchase such insurance.  In such event, the 
Contract Price shall be reduced by the amount paid for such 
insurance.

9.11 Deductibles and Self-Insured Retentions

Any deductibles or self-insured retentions must be declared to 
and approved by Developer, State and SJTA.  At the option of
Developer, the insurer shall either reduce or eliminate such 
deductibles or self-insured retentions with respect to Developer, 
State, SJTA, Program Manager and Mirage Resorts, Incorporated 
(and their respective members, shareholders, directors, officers,
employees and agents), or Contractor shall procure a bond 
acceptable to Developer, State and SJTA guaranteeing payment of
losses and related investigations, claims administration and 
defense expenses.

ARTICLE 10.  RESPONSIBILITY FOR LOSS OR DAMAGE; TITLE

10.1 Loss or Damage

        10.1.1     Contractor shall maintain, rebuild, repair, 
restore or replace all Work (including Construction Documents, 
materials, equipment, supplies and maintenance equipment which 
are purchased for permanent installation in, or for use during 
construction of, the Project regardless of who has title thereto 
under the Contract Documents) that is injured or damaged prior to
Substantial Completion, at no additional cost to Developer, State 
or SJTA except as expressly provided in Article 13.  During the 
period following Substantial Completion of the Project, 
Contractor shall also maintain, rebuild, repair, restore or 
replace all elements of the Work excluded from acceptance at 
Substantial Completion, at no additional cost to Developer, State
or SJTA except as expressly provided in Article 13.  Contractor 
shall also have full responsibility for rebuilding, repairing and 
restoring all other property at the Site whether owned by 
Developer, Contractor, State, SJTA, Program Manager or any other
Person.  If insurance proceeds with respect to any loss or damage
are paid to Developer, State or SJTA, then Developer shall 
arrange for such proceeds to be paid to Contractor to the extent 
                               43
<PAGE>
of any repair or replacement work performed by Contractor if 
Developer has not previously paid for such repair or replacement
work; provided, however, that release of such proceeds to 
Contractor shall not be a condition precedent to its performing 
such replacement or repair work.

           10.1.2     If requested by SJTA, Developer may require
Contractor to continue to have responsibility for maintaining, 
rebuilding, repairing, restoring and replacing Work which has 
already been accepted by SJTA, during the period after 
Substantial Completion thereof until the Final Acceptance Date, 
and shall do so through a Directed Change.

           10.1.3     During periods that Work is suspended, 
Contractor shall continue to be responsible for the Work and shall
prevent damage or injury to the Project, provide for drainage and 
shall erect necessary temporary structures, signs or other 
facilities required to maintain the Project.  During any suspension
period, during the establishment period applicable to habitat 
plantings (from initial planting until the later to occur of one 
year after the planting date or the date of Substantial Completion 
of the Project, subject to extension as provided in Section 11.2)
and during the one-year establishment period required for all other
landscaping, Contractor shall maintain in a growing condition all 
newly established plantings, seedings and soddings furnished 
under the Contract Documents and shall protect new tree growth 
and other vegetative growth against injury, replacing all dead 
plants requiring replacement during the establishment period.

10.2 Title

Contractor warrants that it owns, or will own, and has, or will
have, good and marketable title to all materials, equipment, 
tools and supplies furnished, or to be furnished, by it and its 
Subcontractors that become part of the Project or are purchased
for the operation, maintenance or repair thereof, free and clear 
of all Liens.  Title to all of such materials, equipment, tools 
and supplies which shall have been delivered to the Site shall 
pass to SJTA, free and clear of all Liens, upon the sooner of 
(a) incorporation into the Project, or (b) payment to Contractor
of invoiced amounts pertaining thereto.  Notwithstanding any such 
passage of title, Contractor shall retain sole care, custody and
control of, and shall bear full responsibility for, such 
materials, equipment, tools and supplies and shall exercise due 
care with respect thereto until the Final Acceptance Date or 
until Contractor is removed from the Project.

10.3 Transfer of Control to SJTA

Notwithstanding the foregoing, upon acceptance of control of any
portion of the Project by SJTA following Substantial Completion 
                                44
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thereof, SJTA and not Contractor shall have responsibility for 
any subsequent loss or damage to all completed Work and property
located on such portion of the Project except for property owned,
leased or used by Contractor or any Subcontractor.

ARTICLE 11.  WARRANTIES

11.1 Warranties

        11.1.1     Contractor warrants to Developer, State and SJTA 
that (a) all design Work performed pursuant to the Contract 
Documents shall conform to all professional engineering 
principles generally accepted as standards of the industry in the
State of New Jersey, (b) the Project shall be free of defects, 
including design defects, errors and omissions, (c) the Project 
shall be fit for use for the intended function, (d) materials and
equipment furnished under the Contract Documents shall be of good
quality and new, and (e) the Work shall meet all of the 
requirements of the Contract Documents.

        11.1.2     Warranties shall commence on the Final Acceptance
Date.  Subject to Section 11.2, the Warranties for the tunnel 
structure, the tunnel approach structure and all systems, 
equipment, fixtures and other appurtenances of the tunnel
structure and tunnel approach structure shall remain in effect 
for a five-year period.  Subject to Section 11.2, the Warranties 
for all other Work shall remain in effect for a one-year period.  
If any of the Work fails to meet the standards set forth in 
Section 11.1 at any time within the applicable warranty period, 
then Contractor shall correct such Work to meet the standards of 
Section 11.1.1, even if the performance of such corrective work 
extends beyond the stated warranty period.

        11.1.3     SJTA, as the owner of the Project, shall have 
full authority to undertake enforcement of the Warranties.  SJTA 
may delegate certain responsibilities in connection therewith to 
Program Manager, in which event Program Manager shall have 
authority to require corrective action.  Within seven days of 
receipt by Contractor of notice specifying a failure of any of 
the Work to satisfy Contractor's Warranties, the Person which 
provided the notice will consult with Contractor and SJTA to 
determine and provide direction as to when and how Contractor 
shall remedy such violation; provided, however, that in case of 
an emergency requiring immediate curative action, Contractor 
shall implement such action as it deems necessary and shall 
notify SJTA and the Person which provided the notice of the 
urgency of an expedited decision.  Contractor, SJTA and the 
                              45
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Person which provided the notice shall agree on such remedy as
soon as reasonably practicable.  If Contractor does not use its
best efforts to proceed promptly to effectuate such remedy within
the directed time, or should no such agreement be reached within
such seven-day period (or immediately, in the case of emergency 
conditions), Developer, State and/or SJTA, after notice to 
Contractor, shall have the right to perform or have performed by 
third parties the necessary remedy, and the costs thereof shall
be borne by Contractor.

        11.1.4     Contractor shall be responsible for obtaining 
any required encroachment permit from SJTA and for payment of all 
tolls in connection with any such corrective Work.  Contractor 
shall bear all costs of correcting any rejected Work, including 
additional testing and inspections, and shall reimburse Program 
Manager, Developer, State and SJTA or pay Program Manager's, 
Developer's, State's and SJTA's expenses made necessary thereby
within 10 days after Contractor's receipt of invoices therefor.  
If State and SJTA agree to accept any nonconforming Work without 
requiring it to be fully corrected, Developer (on behalf of 
itself, State and SJTA) shall be entitled to reimbursement of a 
portion of the Contract Price in an amount equal to the greater 
of the diminution in the value of the Project caused by such 
nonconforming Work or Contractor's cost savings in failing to 
perform the Work in accordance with the requirements of the 
Contract Documents.  Such reimbursement shall be payable to 
Developer within 10 days after Contractor's receipt of an invoice 
therefor.  Any disagreement relating to this Section 11.1.4 shall 
be subject to the dispute resolution provisions contained in 
Article 19, provided that Contractor shall proceed as directed by
Program Manager or SJTA pending resolution of the dispute. 

11.2 Extension of Warranties

Contractor's Warranties shall apply to all Work re-done pursuant 
to the terms of this Contract.  Contractor's Warranty for re-done 
elements of the Work shall extend beyond the original warranty 
period if necessary to provide at least a two-year warranty 
period following acceptance of re-done Work which otherwise would 
fall into the five-year warranty category and to provide at least 
a one-year warranty period for any other re-done Work.
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11.3 Subcontractor Warranties
   
     11.3.1     Without in any way derogating from Contractor's 
own representations and warranties (including the Warranties) and
other obligations with respect to all of the Work, Contractor
shall obtain from all Subcontractors and cause to be extended to
Developer, State and SJTA appropriate representations, warranties
(for periods at least co-extensive in duration with Contractor's
Warranties for such Work), guarantees and obligations with 
respect to design, materials, workmanship, equipment, tools and
supplies furnished by such Subcontractors.  All representations,
warranties, guarantees and obligations of Subcontractors (a)
shall be written so as to survive all inspections, tests and
approvals hereunder, and (b) shall run directly to and be jointly 
and severally enforceable by Contractor, Developer, State and/or
SJTA and their respective successors and assigns.  Contractor 
hereby assigns to Developer, State and SJTA all of Contractor's 
rights and interest in all extended warranties for periods 
exceeding the applicable Warranty period which are received by 
Contractor from any of its Subcontractors.

     11.3.2     Upon receipt from Developer, State or SJTA of 
notice of a failure of any of the Work to satisfy any Subcontractor 
warranty, representation, covenant, guarantee or obligation, 
Contractor shall be responsible for enforcing in the name of and on 
behalf of Developer, State and SJTA, if so directed, or performing 
any such representation, warranty, covenant, guarantee or obligation, 
in addition to Contractor's other obligations hereunder.  Developer's, 
State's and SJTA's rights under this Section 11.3.2 shall commence at 
the time such representation, warranty, guarantee or obligation is 
furnished and shall continue until the expiration of Contractor's 
relevant Warranty (including extensions for redone Work).  Until such
expiration, the cost of any equipment, material, labor (including 
re-engineering) or shipping shall be for the account of 
Contractor if such cost is covered by such a Warranty and 
Contractor shall be required to replace or repair defective 
equipment, material or workmanship furnished by Subcontractors.  

11.4 No Limitation of Liability

The foregoing warranties are in addition to all rights and 
remedies available under the Contract Documents or applicable 
law, and shall not limit Contractor's liability or responsibility
imposed by the Contract Documents or applicable law with respect
to the Work, including liability for design defects, latent 
construction defects, strict liability, negligence or fraud.
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11.5 Assignment of Warranties

Contractor's Warranties (including warranties for re-done Work)
and all Subcontractor warranties shall be assignable by 
Developer, State or SJTA without approval by Contractor or any
Subcontractor, which assignment shall be effective upon delivery 
of notice to Contractor of the assignment.

11.6 Damages for Breach of Warranty

Subject to Section 17.4, Contractor shall be liable for actual
damages resulting from any breach of an express or implied 
warranty (including warranties made by Subcontractors) or any 
defect in the Work.

ARTICLE 12.  PAYMENT FOR SERVICES

12.1 Contract Price

     12.1.1    Contract Amount

     As full compensation for the Work and all other obligations 
to be performed by Contractor under this Contract, and subject to 
the limitations contained herein, Developer shall pay to 
Contractor the sum of $190,595,000 (such amount, as it may be 
adjusted from time to time to account for Change Orders, is 
referred to herein as the "Contract Price").  The Contract Price 
shall be paid in accordance with Section 12.2.  The Contract 
Price shall be increased or decreased only in accordance with 
Article 13.  Contractor assumes each and every risk of cost 
overruns, both direct and indirect, and of every nature 
whatsoever, except for cost overruns directly attributable to 
Directed Changes and cost overruns which are eligible for a 
Contingency Change Order (to the extent the Contingency has not 
been exhausted), and has fully reflected the assumption of all 
such risks in the Bid Price.  To the fullest extent permitted by 
law, but not otherwise, Contractor irrevocably waives and 
renounces any right or rights it might otherwise have to any 
compensation whatsoever in excess of Contract Price.

     12.1.2    Contingency

          12.1.2.1  If upon achievement of Final Acceptance and 
resolution of all Claims of Contractor and all claims, Liens and 
stop notices of Subcontractors and laborers, funds remain 
available in the Contingency, the Contract Price shall be 
increased by an amount equal to 85% of such remaining Contingency
amount, and the Contingency shall thereupon be reduced to zero; 
provided, however, that if Contractor fails to achieve 
Substantial Completion on or before the Guaranteed Completion 
Date, Contractor's share of such remaining Contingency amount 
shall be reduced as follows:  if Substantial Completion is late 
by one week or less, Contractor's share shall be reduced by 5% to 
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equal 80%, and for each week (or portion of a week) of delay 
thereafter, Contractor's share shall be reduced by an additional 5%.

           12.1.2.2  Following Final Acceptance, Contractor shall
notify Program Manager when all Claims of Contractor and all 
claims, Liens and stop notices of Subcontractors and laborers 
have been resolved, and shall provide such written evidence as 
Program Manager may require regarding resolution of all such  
matters.  Within ten days after receipt of such notice and 
evidence, Program Manager shall notify Contractor of the total 
remaining amount of the Contingency (if any) and of Contractor's
share.  If Contractor does not agree with the amount stated in
the Program Manager's notice, it shall so notify Program Manager
and shall work with Program Manager to reach agreement as to the
amount, if any, to be paid.  Within 30 days after Program Manager
and Contractor have reached agreement as to the amount owing, 
subject to Section 12.2.7, Developer shall pay Contractor any 
amount owing.

     12.1.3    Delay in Issuance of NTP2

          12.1.3.1  The parties anticipate that NTP2 will be 
issued by October 1, 1998.  If NTP2 is issued after October 1, 
1998 and on or before December 31, 1998, then as of the date of
issuance of NTP2 the Contract Price will be increased by an 
amount equal to 2% per annum times the portion of the Contract 
Price allocated to construction Work (Form N-B, Line 38), 
prorated based on the number of days from October 1, 1998 to the 
actual date of issuance of NTP2.

          12.1.3.2  If NTP2 is not issued by December 31, 1998, 
Contractor shall have the option to terminate this Contract at 
any time prior to issuance of NTP2, by delivery of notice to such
effect to Developer, State, SJTA and Program Manager.  If no such 
termination has occurred prior to issuance of NTP2, then as of 
the date of issuance of NTP2 the Contract Price shall be 
increased by an amount equal to 2% per annum times the portion of
the Contract Price allocated to construction Work, prorated based 
on the number of days from October 1, 1998 to the actual date of
issuance of NTP2.

          12.1.3.3  Any price increase under this Section 12.1.3 
shall be paid solely through a Contingency Change Order, shall be 
amortized proportionally over all Work then remaining to be 
performed hereunder, and shall be evidenced by a Change Order 
accompanied by a revised Project Schedule.

     12.1.4    Items Included in Contract Price

     Contractor acknowledges and agrees that, subject only to 
Contractor's rights under Article 13, the Contract Price includes 
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(a) all designs, equipment, materials, labor, insurance and bond 
premiums, home office, jobsite and all other overhead, profit and 
services relating to Contractor's performance of its obligations 
under the Contract Documents (including all Work, equipment, 
materials, labor and services provided by Subcontractors and all 
intellectual property rights necessary to perform the Work); 
(b) performance of each and every portion of the Work; (c) the 
cost of obtaining all Governmental Approvals other than the Major 
Permits; and (d) payment of any duties, permit and other fees 
and/or royalties imposed with respect to the Work and any 
equipment, materials, labor or services included therein.

12.2 Payments

No payment will be processed or owing to Contractor for Work at 
any time that Contractor has failed to provide a Project Schedule 
acceptable to Program Manager or at any time that an Event of 
Default has been declared or as otherwise stated herein.  Payment 
to Contractor of the Contract Price shall be made as follows:

     12.2.1    Draft Invoice and Progress Meeting

     Contractor shall deliver a draft invoice to Program Manager 
on or about the first business day of each month for all Work 
performed for which Contractor believes it is entitled to 
payment.  At each Progress Meeting, Contractor, Program Manager, 
State and SJTA will ascertain the progress of the Work and review 
the draft invoice and certificate reflecting the value in 
accordance with the Project Schedule of all invoiced Work 
completed as of the date of the meeting.  Contractor and Program 
Manager shall mark changes on and sign the draft invoice, 
indicating that, subject to the changes so marked, it has been 
approved and setting forth the proposed total payment amount, 
which shall be the value of the invoiced Work then completed, 
calculated in accordance with the Project Schedule, less 
Retainage and progress payments previously made.  The amounts set 
forth in the draft invoice shall be used by Contractor in 
preparation of its monthly payment request described in 
Section 12.2.2.

     12.2.2    Delivery of Invoice

     Within seven days after each Progress Meeting, Contractor 
shall submit to Program Manager five copies of an invoice in the 
form attached hereto as Appendix 3 consistent with the approved 
draft invoice.  No invoice shall be considered complete unless it 
(a) describes the status of completion as it relates to the 
Project Schedule, (b) sets forth the related payments which are 
then due in accordance with the Project Schedule, as of the date 
of the most recent Progress Meeting, (c) includes all information
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<PAGE>
required for the M/FBE program, (d) includes the documents and 
diskettes described in Section 4.4.2 and (e) satisfies the 
requirements set forth in Section 12.2.3.  Contractor acknowledges 
that funding for portions of the Work may be obtained from multiple 
sources, and shall segregate billings for separately funded items in 
a format reasonably requested by Developer and with detail and 
information as reasonably requested by Program Manager.  Within 
seven business days after Program Manager's receipt of the invoice, 
Program Manager will review the invoice and all attachments thereto 
for consistency with the draft invoice prepared at the most recent 
Progress Meeting and conformity with all requirements of the 
Contract Documents, and shall notify Contractor of the amount 
approved for payment and the reason for disapproval of any remaining 
invoiced amounts.  Contractor may include such disapproved amounts 
in the next month's invoice after correction of the deficiencies 
noted by Program Manager (all such disapproved amounts shall be 
deemed in dispute unless otherwise agreed).

     12.2.3    Form of Invoice

     Each invoice submitted by Contractor shall include the 
construction certificate in the form included in Appendix 3 
hereto, with no additions or deletions other than those approved 
by Program Manager.  Each invoice and construction certificate 
shall be executed by a designated representative of Contractor 
appointed by Contractor to have such authority in accordance with 
Section 24.5.1.

      12.2.4    Payment by Developer

      Within 25 days after receipt by Program Manager of each 
invoice and the related construction certificate, Developer 
shall, subject to the limitations specified in Sections 3.1.2.1 
and 12.2.7, pay Contractor the amount of the invoice approved for
payment less any applicable Retainage and less any amounts which 
Developer is otherwise entitled to withhold.  In no event shall 
Developer have any obligation to pay Contractor any amount 
(a) which would result in payment for any activity in excess of 
the product of the value of the activity and the percentage of 
completion of such activity, or (b) which would result in 
aggregate payments hereunder in excess of the overall percentage 
of completion for the Project multiplied by the Contract Price.  

      12.2.5    Continued Performance During Disputes

      Failure by Developer to pay any amount in dispute shall not 
postpone, alleviate, diminish or modify in any respect 
Contractor's obligation to perform under the Contract Documents, 
including Contractor's obligation to achieve Final Acceptance of 
the Project and all Work in accordance with the Contract 
Documents, and Contractor shall not cease or slow down its 
performance under the Contract Documents on account of any such 
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<PAGE>
amount.  Any dispute regarding such payment shall be resolved 
pursuant to Article 19.  Upon resolution of any such dispute, 
subject to the limitations specified in Sections 3.1.2.1 and 
12.2.7, Developer shall promptly pay to Contractor any amount 
owing.  If payment is made after the 60th day following the 
proper submission of the invoice, then the payment shall, subject 
to the limitations specified in Sections 3.1.2.1 and 12.2.7, 
include interest on the amount owing, from the date that the 
payment was due (based on the agreement of the parties or the 
decision of the judge) until the date of payment, which shall 
accrue at the rate specified in N.J.S.A. 52:32-35.

     12.2.6    Retainage

          12.2.6.1  Except as provided below, Developer shall 
withhold funds (the "Retainage") from each payment to be made to 
Contractor as described in Sections 12.2.4.  The Retainage shall 
initially be an amount equal to 10% of the invoiced amount.  Except 
as otherwise provided herein, provided that Developer, State and 
SJTA determine in their sole discretion that satisfactory progress 
is being made, once Developer holds Retainage equal to 5% of the 
Contract Price, Developer shall cease withholding Retainage from 
future payments owing to Contractor hereunder.  Notwithstanding any 
such determination, if, in Developer's, State's or SJTA's sole 
discretion, the manner of the completion of the Work does not 
remain satisfactory, or if the Surety withholds consent to the 
Retainage reduction, or for other good and sufficient reason, 
Developer may elect at any time to withhold additional funds from 
payments to Contractor so as to increase the total Retainage 
withheld to an amount equal to 10% of all invoiced amounts, and 
thereafter to withhold the full 10% of each invoiced amount.

          12.2.6.2  The Retainage shall be held in the Road Account 
until all events described in Section 12.2.6.3 have occurred, but 
at least until 30 days after the Final Acceptance Date.  At such 
time Developer shall release to Contractor all Retainage other 
than amounts applied to the payment of Liquidated Damages or which 
Developer deems advisable, in its sole discretion, to retain to 
cover any existing or threatened claims, Liens and stop notices 
relating to the Project, or any amounts due Developer under 
Section 11.1.4, or the cost of any Punch List items or other 
uncompleted Work.  Final payment of such Retainage not applied to 
Liquidated Damages, or to any amounts due Developer under Section 
11.1.4 shall be made upon Contractor's showing, to Developer's, 
State's and SJTA's reasonable satisfaction, that all such matters 
have been resolved, including delivery to Developer of a 
certification that there are no outstanding existing or threatened 
claims of Contractor or any claims, Liens or stop notices of any 
Subcontractor, Supplier or laborer with respect to the Work.  
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<PAGE>
           12.2.6.3  No portion of the Retainage shall be released
unless and until all of the following conditions have been met:  
(a) Liquidated Damages shall not then be payable to Developer; 
(b) Contractor shall have established to Developer's reasonable 
satisfaction that Liquidated Damages are not anticipated to be 
payable to Developer; (c) Contractor shall have applied in 
writing for such release; and (d) such release shall have been 
approved in writing by the Surety, State and SJTA.

           12.2.6.4  Contractor shall have the right to substitute
marketable securities for all or any portion of the Retainage, 
provided that no such substitution shall be accepted until 
(a) such securities have been approved in writing by Developer, 
(b) the value of such securities has been established to 
Developer's, reasonable satisfaction, to be at least 125% of the 
required Retainage amount, (c) the parties have entered into an
escrow agreement (if the securities are to be held in escrow) in 
mutually agreeable form, and (d) all documentation necessary for 
assignment of the securities to Developer or to the escrow agent, 
as appropriate, has been delivered in form reasonably 
satisfactory to Developer, State and SJTA and if applicable, to 
the escrow agent.

            12.2.6.5  If Contractor has substituted marketable 
securities for any of the Retainage, then Developer may request 
that such securities be revalued from time to time, but not more 
often than monthly.  Such revaluation shall be established to 
Developer's reasonable satisfaction to be at least 125% of the 
required Retainage amount.  If such revaluation results in a 
determination that such securities have a market value which is 
less than 125% of the amount of Retainage for which they are a 
substitute, then notwithstanding anything to the contrary 
contained herein, the amount of the Retainage required under this
Contract shall be increased by such difference in market value.  
Such increased Retainage shall be withheld from the next progress 
payment due Contractor hereunder.

     12.2.7    Deductions

     In addition to the deductions provided for under Sections 
12.2.6 and 12.2.8.3, Developer may deduct from each progress 
payment the following:

                (a)   Any Liquidated Damages which have accrued as of
the date of the application for payment, 

                (b)   Any sums expended by Developer, State or SJTA in 
performing any of Contractor's obligations under this Contract 
which Contractor has failed to perform, and 

                (c)   Any other sums which Developer, State or SJTA is 
entitled to recover from Contractor under the terms of the 
Contract Documents.
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The failure by Developer to deduct any of these sums from a 
progress payment shall not constitute a waiver of Developer's 
right to recover such sums or to deduct such funds from future  
progress payments.

     12.2.8    Unincorporated Materials

     Developer will pay for material not yet incorporated in the 
Work only under the following circumstances:

                12.2.8.1  Developer will give consideration to 
requests for payment for materials and equipment stored off-Site on a
case-by-case basis, subject to the following conditions precedent:

                (a) Contractor shall provide Program Manager with 
at least 40 days' prior notice of Contractor's plan to request 
payment for off-Site stored materials and equipment.  Such 
request shall include a description of the off-Site location, a 
listing of all materials and equipment covered by the request, 
the individual value of the materials and equipment, the status 
of the fabrications of the material and/or equipment and the 
required dates of delivery at the Site.

                (b)  Evidence of insurance coverage of the stored 
material and equipment and related transit, including a loss-
payable clause endorsement to Contractor's insurance policy 
providing payment to Developer in the event of loss of the 
specified stored materials and equipment.

                (c)  A written statement from the Surety consenting 
to payment for materials and equipment stored off-Site.

                (d)  Such other documentation satisfactory to 
Program Manager to establish SJTA's title to such material and 
equipment or otherwise protect Developer's, State's and SJTA's 
interest.

                (e)  Program Manager will review the documentation
for completeness and accuracy.  If the documentation presented 
does not satisfy the aforementioned conditions precedent, or if 
for any other reason Program Manager is not satisfied, in its 
sole discretion, that Developer's, State's and SJTA's interest is
fully protected, the request for payment for stored materials 
shall be denied.

                (f)  Developer specifically reserves the right to 
discontinue payment for material or equipment stored off-Site at 
any time for any reason during the course of the Work.
                                  54
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                (g)  Contractor shall bear all costs of Program 
Manager associated with inspection of off-Site materials stored 
outside of the County.

        12.2.8.2  Following payment therefor, all such 
materials so accepted shall become the property of SJTA.  Contractor 
at its own expense shall promptly execute, acknowledge and deliver to 
Program Manager proper bills of sale or other instruments in writing 
in a form acceptable to SJTA conveying and assuring to SJTA title to 
such material included in any invoice, free and clear of all Liens.  
Contractor at its own expense shall conspicuously mark or paint such 
material as the property of SJTA, shall not permit such materials to 
become commingled with non-SJTA-owned property and shall take such 
other steps, if any, as Program Manager or SJTA may require or regard 
as necessary to vest title to such material in SJTA free and clear of 
Liens.  

         12.2.8.3  Material included in an invoice but which is 
subsequently lost, as determined by Contractor, or which is 
damaged or unsatisfactory, as determined by Program Manager, 
shall be deducted from succeeding invoices.

         12.2.8.4  Payment for material furnished and delivered 
as indicated in this Section 12.2.8 will not exceed the amount 
paid by Contractor as evidenced by a bill of sale supported by 
paid invoice.  Developer shall withhold Retainage from such 
payment as specified in Section 12.2.6.

         12.2.9    Mobilization

         Payment for the cost of mobilizing following issuance of
NTP1 shall not exceed $500,000. Payment for the cost of mobilizing 
for the start of construction following issuance of NTP2 shall not 
exceed the amount set forth for the mobilization line item on Bid 
Price Form N-B less the amount previously paid.

         12.2.10   Equipment

         Developer shall not pay for direct costs of equipment used
in constructing the Project.  Payment for such equipment, whether 
new, used or rented, shall be allocated to and paid for as part 
of the activities with which the equipment is associated, in a 
manner which is consistent with the requirement of Section 13.7.3.

         12.2.11   Bond and Insurance Premiums

         The amount payable for bond and insurance premiums shall be 
a dollar-for-dollar passthrough of Contractor's costs (not to 
exceed the line item for such premiums set forth on Bid Price 
Form N-B), with any excess portion of the line item for such 
premiums to be paid upon achievement of Substantial Completion.  
                               55
<PAGE>
The foregoing limitation shall not apply to any insurance 
premiums required by Section 2.3.9 of the Instructions to Bidders 
to be included in other line items.

ARTICLE 13.  CHANGES IN THE WORK

This Article 13 sets forth the requirements for obtaining all 
Change Orders under this Contract.  Contractor hereby 
acknowledges and agrees that the Contract Price constitutes full 
compensation for performance of all of the Work, subject only to 
those exceptions specified in this Article 13, and that Developer 
is subject to financing constraints which have resulted in strict 
limitations on its ability to increase the Contract Price or 
extend the Guaranteed Completion Date.  CONTRACTOR HEREBY WAIVES 
THE RIGHT TO MAKE ANY CLAIM FOR A TIME EXTENSION OR FOR ANY
MONETARY COMPENSATION IN ADDITION TO THE CONTRACT PRICE AND OTHER 
COMPENSATION SPECIFIED IN THIS CONTRACT FOR ANY REASON WHATEVER,
EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 13.  CONTRACTOR 
IS ADVISED THAT STATE'S AND SJTA's APPROVAL IS REQUIRED FOR EACH 
CHANGE ORDER, AND THAT CONTRACTOR MAY AND SHALL RELY ON EXECUTION 
OF THE CHANGE ORDER BY PROGRAM MANAGER OR DEVELOPER (AS PROVIDED 
HEREIN) AS EVIDENCE THAT SUCH APPROVAL HAS BEEN OBTAINED.

13.1 Circumstances Under Which Change Orders May Be Issued

        13.1.1    Definition of and Requirements Relating to Change
                  Orders

             13.1.1.1  The term "Change Order" shall mean a written 
amendment to the terms and conditions of the Contract Documents
issued in accordance with this Article 13.  Program Manager has 
limited authority to issue certain types of Change Orders, and 
Developer and Program Manager may each issue unilateral Change 
Orders as specified below.  Change Orders may be requested by 
Contractor only pursuant to Section 13.3.  A Change Order shall 
not be effective for any purpose unless executed either by 
Developer or Program Manager, as specified herein.  Change Orders 
may be issued for the following purposes (or combination thereof):

                (a)  to modify the scope of the Work;

                (b)  to revise the Guaranteed Completion Date;

                (c)  to revise the Contract Price;

                (d)  to approve a material change in Basic 
Configuration; and

                (e)  to revise other terms and conditions of the 
Contract Documents.
                              56
<PAGE>
        Upon Developer's or Program Manager's approval of the 
matters set forth in the Change Order form (whether it is 
initiated by Developer, Program Manager or Contractor), Developer 
or Program Manager shall sign such Change Order form indicating 
approval thereof.  A Change Order may, at the sole discretion of 
Developer or Program Manager, (as appropriate) direct Contractor 
to proceed with the Work with the amount of any such adjustment 
to be determined in the future.

        13.1.1.2   Program  Manager may at any time issue a 
Directive Letter to Contractor in the event of any desired change 
in the Work or in the event of any dispute regarding the scope of
Contractor's Work.  However, Program Manager's authority to issue 
Directive  Letters  is limited to situations  which  (a)  do not 
require  an extension of the Guaranteed Completion Date, (b)  do 
not  involve  a  material  change  in  Basic  Configuration, and 
(c)  either will not result in an increase in the Contract Price 
or  will  be payable solely from the Contingency.  The Directive 
Letter  will  describe the work in question and  will  state the 
basis  for  determining  compensation,  if  any.   If Contractor 
believes  that the Work described in the Directive Letter should 
be  considered a Directed Change, Contractor shall respond within 
two  business days with notice to that effect, and in such event 
Contractor  shall have no obligation to proceed  with  such Work 
unless  and  until it has received a Directive Letter signed  by 
Developer.   Otherwise Contractor shall be deemed to have agreed 
that  the  Work should not be considered a Directed  Change, and 
Contractor  shall proceed immediately with the Work as directed, 
pending the execution of a formal Change Order (or, if the letter 
states  that  the Work is within Contractor's original scope  of
Work, Contractor will proceed with the Work as directed but shall 
have  the right to submit the question of entitlement to a Change 
Order  and  the  amount  of allowable compensation  and time  to 
dispute resolution in accordance with Article 19).

          13.1.1.3   Developer may at any time issue a Directive 
Letter  to Contractor in the event of any desired change  in the 
Work  or  in  the  event of any dispute regarding  the scope  of 
Contractor's Work.  The Directive Letter will describe  the Work 
in   question   and   will  state  the  basis   for determining 
compensation,  if any.  Contractor will proceed immediately with 
the  Work  as directed, pending the execution of a formal Change 
Order  (or,  if  the  letter  states  that  the  Work  is within 
Contractor's original scope of Work, Contractor will proceed with 
the  Work  as  directed but shall have the right  to  submit the 
question  of  entitlement to a Change Order  and  the amount  of
allowable   compensation  and  time  to  dispute  resolution in 
accordance with Article 19).

        13.1.1.4   Before starting to work on  any  item which 
Contractor considers to be outside of its original scope of Work, 
as  a  condition  precedent to its right  to  receive additional 
                               57
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payment  therefor  or  an extension of the Guaranteed Completion 
Date in connection with such Work, Contractor shall have received 
one of the following:

                (a)  a Directive Letter from Program Manager 
stating that it is issued pursuant to Section 13.1.1.2;      

                (b)  a Contingency Change Order for such Work 
signed by Program Manager;  

                (c)  a Directive Letter from Developer stating 
that it is issued pursuant to Section 13.1.1.3; or 

                (d)  a Change Order for such Work signed by 
Developer.

                In addition to provision of a PCO Notice and 
subsequent Change  Order  request pursuant to Section 13.3.2, receipt 
of a Directive Letter from Developer shall be a condition precedent to
Contractor's  right  to make a Claim that a Directed  Change has 
occurred, provided that no Directive Letter shall be required for 
alleged  Directed Changes directly attributable to delays caused 
by  bad  faith actions, active interference, gross negligence  or 
comparable tortious conduct by Developer, State, SJTA or Program 
Manager.   The  fact  that  a  Directive  Letter  was issued  by 
Developer  shall  not  be  considered evidence  that  in fact  a 
Directed  Change occurred.  The determination whether a Directed 
Change  in  fact  occurred shall be based on an analysis  of the 
original  Contract requirements and a determination  whether the 
Directive   Letter  in  fact  constituted  a  change   in those 
requirements.

          13.1.1.5  Clarifications of Contract Documents shall be
handled as set forth in Section 105.02 of the General Provisions.

        13.1.2    Right of Developer and Program Manager to Issue 
                  Change Orders

        In accordance with the procedures set forth in this 
Article 13:

                (a)   Developer may, at any time and from time to
time, without notice to any Surety, authorize and/or require
changes in the Work within the general scope of the Contract pursuant
to a Change Order, and 
                
                (b)   Program Manager may, at any time and from 
time to time, without notice to any Surety, authorize and/or require
changes in the Work within the general scope of the Contract 
pursuant to a Contingency Change Order.
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        All additions, deductions or changes to the Work as directed
by Change Orders shall be executed under the conditions of the 
original Contract Documents.  Contractor shall obtain the prior 
written approval of Program Manager for any changes in the Project 
design. 

13.2 Procedure for Issuance of Change Orders Issued by Developer
     or Program Manager

This Section 13.2 concerns Change Orders issued by Developer or
Program Manager following a Notice of Proposed Change and Change 
Orders unilaterally issued by Developer or Program Manager.  
Program Manager shall have no right to issue any Change Orders 
under Section 13.2.1 or 13.2.2.  

        13.2.1    Notice of Proposed Directed Change
                
                13.2.1.1  If Developer desires to issue a Directed 
Change or to evaluate whether to initiate such a change, then 
Developer may, at its discretion, issue a Notice of Proposed 
Directed Change.  Program Manager may at any time ask Contractor 
to provide two alternative Change Order forms in accordance with 
Section 13.3.1.  Directed Changes will be identified as having 
been requested by State, SJTA and/or Developer, in order to 
establish the respective liabilities of State, SJTA and Developer 
for the costs of such change in accordance with Section 4.9 of 
the Road Development Agreement.

                13.2.1.2  Within five business days after Contractor's
receipt of a Notice of Proposed Directed Change, Program Manager 
and Contractor shall arrange an initial consultation (at no charge 
to Developer, State or SJTA) to define the proposed scope of work.  
Within five days after completion of the initial consultation, 
Program Manager and Contractor shall consult concerning the estimated 
cost and time impacts.  Contractor shall provide data regarding such 
matters as requested by Program Manager.

                13.2.1.3  After the initial consultation and provision
of data as described in Section 13.2.1.2, Developer shall notify 
Contractor whether Developer (a) wishes to issue a Change Order, 
(b) wishes to request Contractor to prepare a Change Order form 
as discussed at the meeting, (c) wishes to request Contractor to 
modify the work plan and prepare a Change Order form based on the 
modified plan, or (d) no longer wishes to issue a Change Order.  

                13.2.1.4  If so requested, Contractor shall, within 
ten business days after receipt of the notification described in 
Section 13.2.1.3, prepare and submit to Developer for review and 
approval by Developer a Change Order form for the requested 
change, complying with all applicable requirements of 
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Section 13.6.1, incorporating and fully reflecting all requests 
made by Developer.  If Contractor determines that it cannot meet
the time allowed, Contractor shall notify Developer in writing of
Contractor's proposed deadline for providing the Change Order 
form, which deadline shall be subject to approval by Developer.  The 
cost of developing the Change Order form, including any modifications 
thereto requested by Developer, shall be made at Contractor's cost 
and expense, except that costs of design and engineering work required 
for preparation of plans or exhibits necessary to the Change Order 
form shall be included in the Change Order as reimbursable items.

           13.2.1.5  In the event that the parties agree that a 
change in the requirements relating to the Work has occurred but 
disagree as to whether the change justifies additional compensation 
or time or disagree as to the amount of any increase to be made to 
the Contract Price or extension of the Guaranteed Completion Date to 
be made, Developer may, in its sole discretion, order Contractor to 
proceed with the performance of the Work in question notwithstanding 
such disagreement.  Such order may, at Developer's option, be in the 
form of:  (a) a Time and Materials Change Order as provided in 
Section 13.7 or (b) a Directive Letter under Section 13.1.1.3.  Any 
such Change Order or Directive Letter as referred to in this Section 
13.2.1.5 shall state whether State, SJTA, and/or Developer will bear 
responsibility for Contractor's allowable costs in the event that 
it is ultimately determined that Contractor is entitled to 
additional compensation for the Work in question 

     13.2.2    Unilateral Change Orders for Directed Changes

     Developer may issue a Change Order for a Directed Change at 
any time, regardless of whether it has issued a Notice of 
Proposed Directed Change.  Contractor shall be entitled to 
compensation in accordance with Section 13.7 for additional Work
which is required to be performed as the result of any unilateral 
Change Order, and shall have the right to submit the issue of 
entitlement to an extension of a Guaranteed Completion Date (or 
Float) to dispute resolution in accordance with Article 19.

     13.2.3    Notice of Proposed Contingency Change

        13.2.3.1  If Program Manager desires to issue a Contingency 
Change Order or to evaluate whether to initiate a change in the Work 
which will be payable solely from the Contingency, then Program 
Manager may at its discretion issue a Notice of Proposed Contingency 
Change.

        13.2.3.2  Within five business days after Contractor's 
receipt of a Notice of Proposed Contingency Change, Program 
Manager and Contractor shall arrange an initial consultation (at 
no charge to Developer, State or SJTA) to define the proposed 
change in the Work.  Within five days after completion of the 
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initial consultation, Program Manager and Contractor shall 
consult concerning the estimated cost and time impacts. 
Contractor shall provide data regarding such matters as requested 
by Program Manager.

        13.2.3.3  After the initial consultation and provision 
of data as described in Section 13.2.3.2, Program Manager shall 
notify Contractor whether Program Manager (a) wishes to issue a 
Contingency Change Order, (b) wishes to request Contractor to 
prepare a Contingency Change Order form as discussed at the 
meeting, (c) wishes to request Contractor to modify the proposed 
work plan and prepare a Contingency Change Order form based on 
the modified plan, or (d) no longer wishes to issue a Change 
Order.

        13.2.3.4  If so requested, Contractor shall, within ten 
business days after receipt of the notification described in 
Section 13.2.3.3, prepare and submit to Program Manager for 
review and approval by Program Manager a Change Order form for 
the requested change, incorporating and fully reflecting all 
requests made by Program Manager.  If Contractor determines that 
it cannot meet the time allowed, Contractor shall notify Program 
Manager in writing of Contractor's proposed deadline for 
providing the Change Order form, which deadline shall be subject 
to approval by Program Manager.  The cost of developing the 
Change Order form, including any modifications thereto requested 
by Program Manager, shall be made at Contractor's cost and 
expense, except that costs of design and engineering work 
required for preparation of plans or exhibits necessary to the 
Change Order form shall be included in the Change Order as 
reimbursable solely from the Contingency.

        13.2.3.5  In the event that Contractor and Program 
Manager agree that a change in the requirements relating to the 
Work has occurred which is appropriate for a Contingency Change 
Order but disagree as to the amount of Contingency to be 
allocated to the change, Program Manager may, in its sole 
discretion, order Contractor to proceed with the performance of
the Work in question notwithstanding such disagreement.  Such 
order may, at Program Manager's option, be in the form of:  (a) a 
Contingency Change Order based on time and materials as provided 
in Section 13.7, or (b) a Directive Letter under Section 13.1.1.2 
pending further discussions regarding issuance of a Contingency 
Change Order.

        13.2.3.6  Program Manager has no authority to extend 
the Guaranteed Completion Date.  Notwithstanding anything to the 
contrary contained herein, in the event that the subject matter 
of a Contingency Change Order necessitates an extension of the 
Guaranteed Completion Date, Developer's signature shall be 
required on such Change Order as a condition to its 
effectiveness.
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     13.2.4    Unilateral Contingency Change Orders

     Program Manager may issue a Contingency Change Order at any 
time, regardless of whether it has issued a Notice of Proposed 
Contingency Change.  Contractor shall be entitled to compensation 
in accordance with Section 13.7, solely from the Contingency, for 
additional Work which is required to be performed as the result 
of any unilateral Contingency Change Order.  In the event that 
Contractor contends that the subject matter of any unilateral 
Contingency Change Order constitutes a Directed Change or that 
the change justifies an extension of the Guaranteed Completion 
Date, Contractor shall immediately notify Program Manager of such 
fact, and shall thereupon have no obligation to perform the work 
described in the unilateral Contingency Change Order unless and 
until Developer signs the Change Order form or issues a Directive 
Letter with respect to such work.

13.3 Contractor-Initiated Change Orders

    13.3.1    Eligible Changes

        13.3.1.1  Contractor may request a Change Order to 
extend the Guaranteed Completion Date only for the following 
excusable delays changing the duration of a Critical Path so as 
to delay Substantial Completion of the Project beyond the 
Guaranteed Completion Date:

                (a)  Eligible Delays,

                (b)  delays which are directly attributable to 
Force Majeure events or Differing Site Conditions, and

                (c)  certain delays relating to Utility 
Relocations, as described in Section 6.6.4, to the extent 
provided therein.

In  the  event that Contractor requests a time extension, Program 
Manager may require Contractor to provide two alternative Change 
Order  requests, one of which shall provide for a time extension 
and  any  additional costs permitted hereunder, and the other  of 
which  shall show all Acceleration Costs associated with meeting 
the original completion deadline, as well as any additional costs 
permitted hereunder.

          13.3.1.2  Contractor may request a Change Order to 
increase the Contract Price, subject to strict compliance with 
the requirements of this Section 13.3, only for increased costs 
in Contractor's Work as follows:

                (a)  in response to a Notice of Proposed Change;
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                (b)  for additional costs directly attributable to 
additional Work resulting from Directed Changes for which 
Developer has not submitted a Change Order or a Notice of 
Proposed Change; or

                (c)  subject to availability of the Contingency, 
and solely from the Contingency, for additional costs as 
specified in Section 13.9.1.

     13.3.2    Conditions Precedent

     The following requirements constitute conditions precedent 
to Contractor's entitlement to request a Change Order in all 
circumstances except those involving a Notice of Proposed Change 
or involving a price increase under Section 12.1.3.  Contractor 
agrees that the filing of PCO Notices and subsequent filing of 
requests for Change Orders with the Program Manager pursuant to
this Section 13.3.2 are necessary in order to begin the 
administrative process for the resolution of Contract disputes.  
In addition, filing of PCO Notices and requests for Change Order 
shall constitute the only means of complying with applicable 
notice requirements in the New Jersey Contractual Liability Act, 
NJSA 59:13-5, and Contractor shall not claim that any other 
documents sent or delivered to the Program Manager, Developer, 
State or SJTA, or any of its officers or employees satisfy such 
notice requirement.  Contractor understands that it shall be 
forever barred from recovering against Developer, State and SJTA 
if it fails to give notice of any act, or failure to act, by the 
Program Manager, Developer, State or SJTA or the happening of any 
event, thing or occurrence pursuant to a proper PCO Notice, and 
thereafter complies with the remaining requirements of this 
Section 13.3.2.

          13.3.2.1  PCO Notice

          Contractor shall deliver to Program Manager written 
notice (a "PCO Notice") stating that an event or situation has 
occurred within the scope of Section 13.3.1.1 or 13.3.1.2 which 
Contractor believes constitutes a Directed Change, an Eligible 
Delay or a Contingency Event.  The first notice shall be labeled 
"PCO No. 1" and subsequent notices shall be numbered 
sequentially.

               13.3.2.1.1    Each PCO Notice shall be delivered as 
promptly as possible after the occurrence of such event or situation.  
In the event that any PCO Notice is delivered later than ten days 
after Contractor first discovered (or should have discovered in the 
exercise of reasonable prudence) the occurrence which is described 
therein, Contractor shall be deemed to have waived the right to 
collect any and all costs incurred prior to the date of delivery of 
the written notice, and shall be deemed to have waived the right to 
seek an extension of any Guaranteed Completion Date with respect to
any delay in any Critical Path which accrued prior to the date of
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delivery of the written notice.  Furthermore, in the event that 
any PCO Notice concerns any condition or material described in 
Section 6.3.5, Contractor shall be deemed to have waived the 
right to collect any and all costs incurred in connection 
therewith to the extent that Program Manager is not afforded the 
opportunity to inspect such material or condition before it is 
disturbed.  Contractor's failure to provide a PCO Notice within 
30 days after Contractor first discovered (or should have 
discovered in the exercise of reasonable prudence) the occurrence 
of a given event or situation shall preclude Contractor from any 
relief, unless Contractor can show, based on a preponderance of 
the evidence, that (a) Developer was not materially prejudiced by 
the lack of notice, or (b) Program Manager's Project Director had 
actual knowledge, prior to the expiration of the 30-day period, 
of the event or situation and that the Contractor believed it was 
entitled to a Change Order with respect thereto.

               13.3.2.1.2     The PCO Notice shall:  (a) state in 
detail the facts underlying the potential claim, the reasons why 
Contractor believes additional compensation or time will or may be 
due and the date of occurrence, (b) state the name, title, and 
activity of each Program Manager and Developer representative 
knowledgeable of the claimed change, (c) identify any documents 
and the substance of any oral communication involved in the claimed 
change, (d) state in detail the basis for a claim of necessary 
accelerated schedule performance, if applicable, (e) state in 
detail the basis for a claim that the work is not required by the 
Contract, if applicable, and (f) identify particular elements of 
Contract performance for which additional compensation may be 
sought under this Article 13.

                13.3.2.1.3     The elements of Contract performance 
to be addressed in each PCO Notice shall include: (a) price element(s) 
that have been or may be affected by the claimed change, (b) labor or 
materials, or both, that will be added, deleted or wasted by the 
claimed change and what equipment will be idled or required, (c) an 
impacted delay analysis regarding delay and disruption in the manner 
and sequence of performance that has been or will be caused, (d) 
adjustments to the Contract Price, delivery schedules, staging, and 
completion deadlines estimated due to the claimed change, and (e) an
estimate of the time within which a response to the notice is 
required to minimize cost, delay, or disruption of performance.

               13.3.2.1.4    If the claim relates to a decision of 
the Program Manager, State, SJTA or Developer which the Contract 
leaves to the discretion of such Person or as to which the Contract 
provides that such Person's decision is final, the PCO Notice shall 
set out in detail all facts supporting the Contractor's objection 
to the decision, including all facts supporting any contention that 
the decision was capricious or arbitrary or is not supported by 
substantial evidence.
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               13.3.2.1.5     The written notification described 
in Section 6.3.5.1 may also serve as a PCO Notice provided it meets 
the requirements for PCO Notices.   

               13.3.2.1.6     Within ten days after receipt of a 
PCO Notice, Program Manager may respond in writing to Contractor 
to:  (a) confirm that a change has occurred or (b) deny that a 
change has occurred or (c) advise Contractor that the necessary 
information has not been submitted to decide which of the above 
alternatives applies, and indicate the needed information and date 
by which it is to be received for further review.  Failure of 
Program Manager to respond shall not affect Contractor's obligation 
to provide a request for Change Order within the time periods 
specified in Section 13.3.2.2.

Any  adjustments made to the Contract shall not include increased 
costs  or  time extensions for delay resulting from Contractor's 
failure  to  provide requested additional information under this 
Section 13.3.2.1.

          13.3.2.2  Request for Change Order

          Contractor shall deliver all requests for Change Orders 
under this Section 13.3 to Program Manager within 30 days after 
delivery of the PCO Notice, or such longer period of time as may 
be allowed in writing by Program Manager.  Program Manager may 
require design and construction costs to be covered by separate 
Change Order requests.  If Contractor fails to deliver a complete 
or incomplete request for Change Order within the appropriate 
time period, Contractor shall be required to provide a new PCO 
Notice before it may submit a request for Change Order.

          13.3.2.3  Provision of Incomplete Change Orders

Each request for Change Order provided under Section 13.3.2.2 
shall meet all requirements set forth in Section 13.4; provided  
that if any such requirements cannot be met due to the nature of 
the occurrence, Contractor shall provide an incomplete Change 
Order which fills in all information capable of being ascertained 
and which shall include a list of those Change Order requirements 
which are not fulfilled together with an explanation reasonably 
satisfactory to Program Manager stating why such requirements  
cannot be met, shall provide such information regarding projected 
impact on the Critical Path as is requested by Program Manager 
and in all events shall include sufficient detail to ascertain 
the basis for the proposed Change Order and for any ascertainable 
amounts with respect thereto.

          Contractor shall furnish, when requested by Program 
Manager, such further information and details as may be required  
to determine the facts or contentions involved.  Contractor  
agrees that it shall give Program Manager access to any and all 
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of Contractor's books, records and other materials relating to 
the Work, and shall cause its Subcontractors to do the same, so 
that Program Manager can investigate the basis for such proposed 
request for Change Order.  Contractor shall provide Program 
Manager with a monthly update to each outstanding incomplete  
request for Change Orders, describing the status of all 
previously unfulfilled requirements and stating any changes in 
projections previously delivered to Developer, time expenditures 
to date and time anticipated for completion of the activities for 
which the time extension is claimed.  Program Manager may reject 
Contractor's claim at any point in the process.  Once a complete 
request for Change Order is provided, Developer's failure to 
respond thereto within 21 days of delivery of the request shall 
be deemed a rejection of such request.  Although Developer 
intends for Program Manager to review incomplete Change Orders 
for the purposes described in Section 13.3.2.4, Program Manager 
shall have no obligation to review the back-up associated with 
any request for Change Order until a complete Change Order is  
provided.

          13.3.2.4  Importance of Timely Response

          Contractor acknowledges and agrees that, due to the 
limited availability of funds for the Project, timely delivery of
notification of such events and situations and requests for 
Change Orders and updates thereto are of vital importance to 
Developer.  Developer is relying on Contractor to evaluate 
promptly, upon the occurrence of any event or situation, whether 
the event or situation will affect a Critical Path and, if so, 
whether Contractor believes a time extension and/or claim on the 
Contingency is appropriate.  If an event or situation occurs 
which may affect the Contract Price or a Critical Path, Developer 
and Program Manager will evaluate the situation and determine 
whether it wishes to make any changes to the definition of the 
Project so as to bring it within Developer's funding and time 
restraints.  The following matters (among others) shall be 
considered in determining whether Developer has been prejudiced 
by Contractor's failure to provide notice in a timely fashion:  
the effect of the delay on alternatives available to Developer
(that is, a comparison of alternatives which are available at the
time notice was actually given and alternatives which would have 
been available had notice been given within ten days after 
occurrence of the event or when such occurrence should have been
discovered in the exercise of reasonable prudence) and the impact 
of the delay on Developer's and Program Manager's ability to 
obtain and review objective information contemporaneously with 
the event.

          13.3.2.5  Compliance With Section 6.3.5 Requirements

Contractor shall comply with all applicable requirements contained 
in Section 6.3.5, unless precluded from doing so by emergency 
circumstances.
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          13.3.2.6  Review of Subcontractor Claims

          Prior to submission by Contractor of any request for a 
Change Order which is based in whole or in part on any facts 
alleged in a submittal by any Subcontractor to Contractor, 
Contractor shall have reviewed all such Subcontractor claims and 
determined in good faith whether the claims are justified as to 
both entitlement and amount, and Contractor's request for a 
Change Order shall include only those items which Contractor has 
determined are so justified and which otherwise meet all 
requirements hereunder for Contractor-initiated Change Orders.
Each request for a Change Order involving Subcontractor Work, and 
each update to an incomplete Change Order request involving such
Work shall include a summary of Contractor's analysis of all
Subcontractor claims components and shall include a certification 
signed by Contractor's Project Manager stating that Contractor 
has reviewed and approved any audit data included in the request.
Any request for Change Order involving Subcontractor Work which
is not accompanied by such an analysis and certification shall be
considered incomplete.

     13.3.3    Submission of Request for Change Order

     Contractor shall initiate each request for a Change Order, 
after satisfaction of all conditions precedent set forth above, 
by submitting a Change Order form and supporting documentation to 
Program Manager for review.  If Contractor submits a request for 
Change Order requesting an extension of the Guaranteed Completion 
Date as permitted by Section 13.3.1.1, then Contractor shall also 
provide an alternative Change Order including a Recovery Schedule  
in accordance with Section 4.5.

      13.3.4    Performance of Disputed Work

      In the event that Developer refuses to issue a Change Order 
based on Contractor's request, Contractor shall nevertheless 
promptly perform all work as specified in an appropriate Directive 
Letter, with the right to submit the issue of entitlement to a 
Change Order to dispute resolution in accordance with Article 19.

13.4 Contents of Change Orders

     13.4.1    Form of Change Order

     Each Change Order and request for Change Order shall be
prepared in form acceptable to Program Manager, and shall 
otherwise meet all applicable requirements of this Article 13.  
Each Change Order shall specify whether it is the result of a 
Directed Change, whether it is a Contingency Change Order and 
whether it is the result of an Eligible Delay.  If a Change Order 
is the result of a Directed Change, Developer shall advise 
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Contractor whether Developer, State, or SJTA is responsible under 
the Road Development Agreement for the allowable costs associated 
therewith, and the Change Order shall identify the responsible 
party(ies).

     13.4.2    Information Regarding Effect of Change

     Each request for Change Order prepared by Contractor shall 
include as attachments a detailed cost estimate relating thereto 
setting forth all consequences of the event, situation or proposed 
change giving rise to the proposed Change Order, and including (a) 
if Contractor claims that such event, situation or change requires 
a modification to the Work, the proposed modification of the 
Contract Price and payment portion of the Project Schedule (if any) 
occasioned by such change and all facts justifying such modification 
in a format acceptable to Program Manager, and (b) if Contractor 
claims that such event, situation or change affects a Critical Path, 
an impacted delay analysis indicating all activities represented or 
affected by the change, with activity numbers, durations, 
predecessor and successor activities, resources and cost, with a 
narrative report, in form satisfactory to Program Manager, which 
compares the proposed new schedule to the current approved schedule.

     13.4.3    Justification

     For all requests for Change Orders initiated by Contractor 
hereunder, the Change Order form shall include an attachment     
containing a detailed narrative justification therefor,  
describing the circumstances underlying the proposed change, 
identifying the specific provision(s) of Article 13 which permit
a Change Order to be issued, and describing the data and
documents (including data and reports prepared pursuant to
Section 13.10.1.1) which establish the necessity and amount
of such proposed change.

     13.4.4    Contractor Representation

     Each Change Order form shall contain a written 
representation by Contractor that the amount of time and/or 
compensation requested includes all known and anticipated impacts
or amounts, direct, indirect and consequential, which may be
incurred as a result of the event or matter giving rise to
such proposed change.

13.5 Determination of Terms of Change Order

     13.5.1    Categories of Costs and Mark-Ups

     The amount of each Change Order, whether established
pursuant to Section 13.6 or Section 13.7, shall be calculated
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based on and shall be limited to the categories of costs and
the mark-ups thereon specified in Section 13.7.

     13.5.2    Limitation on Contract Price Increases

     Any increase in the Contract Price allowed hereunder shall
exclude:  (a) costs caused by the breach of contract or fault or
negligence, or act or failure to act of Contractor, its 
employees, agents, officers or Subcontractors or any other 
Persons for whom Contractor may be contractually or legally 
responsible; (b) costs which could reasonably be avoided by 
Contractor, including by resequencing, reallocating or 
redeploying its forces to other portions of the Work or to other 
activities unrelated to the Work (including in the equation any
additional costs reasonably incurred in connection with such 
reallocation or redeployment); and (c) costs for any rejected 
Work which was unacceptable to Program Manager, State or SJTA and 
any necessary remedial Work.

     13.5.3    Limitation on Delay Damages

     The amount allowed (if any) for additional or extended 
overhead or other indirect costs arising from delays shall be 
limited to the amount described in Section 13.7.6 unless Program 
Manager determines in its sole discretion that such amount would 
result in a gross inequity, in which event Program Manager shall 
determine an appropriate equitable adjustment.  Except for 
Directed Changes, such amount shall be payable solely from the 
Contingency.  In addition, before Contractor may obtain any 
increase in the Contract Price to compensate for additional or 
extended overhead, Acceleration Costs or other damages relating 
to delay, Contractor shall be required to demonstrate to Program 
Manager's satisfaction (for Contingency Change Orders only) or to 
Developer's and Program Manager's satisfaction (for all other 
Change Orders) that (a) the change in the Work or other event or 
situation which is the subject of the request for Change Order 
has caused or will result in an identifiable and measurable 
disruption of the Work which impacted a Critical Path activity, 
consumed all available Project and Developer Float, and extended 
the Work required for Substantial Completion beyond the 
Guaranteed Completion Date, (b) the delay or damage was not due  
to any breach of contract or fault or negligence, or act or 
failure to act of Contractor, its employees, agents, officers or 
Subcontractors or any other Persons for whom Contractor may be 
contractually or legally responsible, and could not reasonably 
have been avoided by Contractor, or due to other activities 
unrelated to the Work, including by resequencing, reallocating or 
redeploying its forces to other portions of the Work (including 
in the equation any additional costs reasonably incurred in 
connection with such reallocation or redeployment), (c) the delay 
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for which compensation is sought is not concurrent with any delay 
for which Contractor is responsible; and (d) Contractor has 
suffered or will suffer actual costs due to such delay, each of 
which costs shall be documented in a manner satisfactory to 
Developer and Program Manager.

     13.5.4    Limitation on Time Extensions

     Any extension of the Guaranteed Completion Date allowed 
hereunder shall exclude any delay to the extent that it (a) was 
due to the fault or negligence, or act or failure to act of 
Contractor, its employees, agents, officers or Subcontractors or 
any other Persons for whom Contractor may be contractually or 
legally responsible, or (b) could reasonably have been avoided by 
Contractor, including by resequencing, reallocating or 
redeploying its forces to other portions of the Work. Contractor 
shall be required to demonstrate to Developer's and Program 
Manager's satisfaction that the change in the Work or other event 
or situation which is the subject of the request for Change Order 
seeking a change in the Guaranteed Completion Date has caused or 
will result in an identifiable and measurable disruption of the 
Work so as to delay completion thereof and change the duration of 
a Critical Path which was not due to any such fault or negligence 
and could not reasonably have been avoided by Contractor, 
including by resequencing, reallocating or redeploying its forces 
to other portions of the Work.

     13.5.5    Work Performed Without Direction

     To the extent that Contractor undertakes any work that is 
not part of the Work, unless Contractor has received a Directive 
Letter to perform such work Contractor shall be deemed to have 
performed such work voluntarily and shall not be entitled to a 
Change Order in connection therewith.  In addition, Contractor 
may be required to remove or otherwise undo any such work, at its 
sole cost and expense.

13.6 Pricing of Change Orders

Program Manager and Contractor (on its own behalf and on behalf 
of its Subcontractors) shall endeavor to negotiate a reasonable 
cost for each Change Order other than unilateral Change Orders 
under Section 13.2.2.  The price of a Change Order shall be (a) a 
negotiated lump sum price as provided below in this Section 13.6, 
(b) based on negotiated unit prices as provided in Section 13.8 
or (c) based on time and materials records pursuant to Section 
13.7.  Contractor shall maintain concurrent time and materials 
records for all Work performed which it believes constitutes 
extra work, pending issuance of a Change Order or resolution of 
any dispute in accordance with Article 19.
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     13.6.1    Cost Proposal

     Upon receipt of a Notice of Proposed Change, Contractor 
shall submit a detailed cost proposal identifying all categories 
of costs in accordance with the requirements of Section 13.7, 
supported by documentation satisfactory to Program Manager 
(a) showing all impacts on the Contract from Work additions, 
deletions and modifications shown in the Change Order being 
priced and (b) setting out the proposed costs in such a way that
a fair evaluation can be made.  Program Manager shall have the 
right to require that any or all of the information contained in 
the EBDs be used in evaluating the proposal.  Contractor shall 
submit a detailed estimate of the cost of the change to Program 
Manager.  This estimate must include a breakdown for labor, 
materials, equipment, overhead (which includes all indirect 
costs) and profit.  If the work is to be performed by 
Subcontractors and if the work is sufficiently defined to obtain 
Subcontractor quotes, Contractor shall obtain quotes (with 
breakdowns showing cost of labor, materials, equipment, overhead
and profit) on the Subcontractor's stationery and shall include 
such quotes as back-up for Contractor's estimate.  No mark-up 
shall be allowed in excess of the percentages specified in 
Section 13.7.6.

     13.6.2    Identification of Conditions

     Contractor shall identify all conditions with respect to 
prices or other aspects of the proposal, such as pricing 
contingent on firm orders being made by a certain date or the 
occurrence or non-occurrence of an event.

     13.6.3    Contents

     A negotiated Change Order shall specify scheduling 
requirements, time extensions and all costs of any nature arising 
out of the Work covered by the Change Order.   Notwithstanding the 
foregoing, Contractor and Program Manager may mutually agree to 
use a multiple-step process involving issuance of a Change Order 
which includes an estimated construction cost and which provides 
for a revised Change Order to be issued after a certain design 
level has been reached, thus allowing a refinement and further 
definition of the estimated construction cost.

     13.6.4    Added Work

     When the Change Order adds Work to Contractor's scope, 
Contractor shall submit a price add.  The price add shall be 
based upon estimated or actual costs of labor, material and 
equipment.  Markups for profit and overhead shall be as specified 
in Section 13.7.6.  The items included in overhead are stated in 
Section 13.7.7.
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     13.6.5    Deleted Work

     When the Change Order deletes Work from Contractor's scope, 
Contractor shall submit a price deduction.  The price deduction 
shall be based upon an estimate including a bill of material, a 
breakdown of labor and equipment costs and overhead and profit 
associated with the deleted work.  The markups in the EBDs shall 
be added to the price deduction for profit and overhead. When 
the entire work is deleted for a particular line item shown on 
the Bid Forms, the total line item price shall be deducted from 
the Contract Price.  When a deduction is involved, documented 
cancellation and restocking charges may be included in costs and 
subtracted from the price deduction.

     13.6.6    Work Both Added and Deleted

     When the Change Order includes both added and deleted Work, 
Contractor shall prepare a statement of the cost of labor, 
material and equipment for both added and deleted work.  If the 
cost of labor, material and equipment for the work added and 
deleted results in a:

               (a)   Net increase in cost, the change shall be 
treated as work added and the provisions of Section 13.6.4 shall be
used to determine mark-ups for overhead and profit.  Mark-ups for 
overhead and profit will be allowed only for the net increase in 
cost in order to establish the amount to be added to the Contract 
Price.

               (b)   Net decrease in cost, the change shall be treated
as work deleted and the provisions of Section 13.6.5 shall be 
used on the net decrease in cost in order to establish the price 
deduct to the Contract Price.

               (c)   Net change of zero, there will be no change in
the Contract Price.

13.7 Time and Materials Change Orders

Program Manager (for Contingency Change Orders only) and 
Developer may each at its discretion issue a Time and Materials 
Change Order following a determination that a Time and Materials 
Change Order is advisable.  The Time and Materials Change Order 
shall instruct Contractor to perform the Work, indicating 
expressly the intention to treat the items as changes in the 
Work, and setting forth the kind, character, and limits of the 
Work as far as they can be ascertained, the terms under which 
changes to the Contract Price will be determined and the 
estimated total change in the Contract Price anticipated 
thereunder.  Upon final determination of the allowable costs, the 
Change Order shall be finalized to set forth the final adjustment 
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to the Contract Price.  The following costs and mark-ups (and no 
others) shall be used for calculating the change in the Contract 
Price:

     13.7.1    Labor Costs

     The cost of labor included in the Change Order shall be 
separated into construction-related Work and non-construction-
related Work as described below:

               13.7.1.1  The cost of labor for workers used in the
actual and direct performance of construction-related Work, 
whether provided by Contractor or a Subcontractor, will equal the 
sum of the following:

                        (a) For necessary labor and foremen in direct
charge of the specific operations, the rate of wage (or scale) 
actually paid to the employee as shown in its certified payrolls 
for each and every hour that said labor and foremen are actually 
engaged in such Work.

                        (b) The actual costs paid to, or on behalf
of, workers by reason of health and welfare benefits, pension fund 
benefits or other benefits, when such amounts are required by 
collective bargaining agreements or other employment contracts 
generally applicable to the classes of labor employed on the Work.

                        (c) The actual cost paid to applicable State
and federal agencies and insurance carriers for Worker's Compensation 
Insurance, Federal Insurance Compensation Act (FICA, Social 
Security), Unemployment Insurance and Contractor's General 
Liability and Worker's Disability.

                13.7.1.2  The cost of labor for non-construction-
related Work (that is, design, surveying, permits, Utility 
coordination, environmental and similar aspects of the Work), 
whether provided by Contractor or a Subcontractor, will equal the 
sum of the following:

                (a) Actual wages (i.e. the base wage paid to the
employee exclusive of any fringe benefits), plus

                (b) A labor surcharge of 140% on the amount
established by Section 13.7.1.2(a), which shall constitute full 
compensation for all state and federal payroll, unemployment and 
other taxes, insurance, fringe benefits (including health 
insurance, retirement plans, vacation, sick leave and bonuses) 
and all other payments made to, or on behalf of, the workers, in 
excess of actual wages.
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     13.7.2    Material Costs

     Material costs included in the Change Order shall be the 
cost of all materials to be used in the performance of construction 
Work including normal wastage allowance as per industry standards 
(such as standards contained in manuals published by State or SJTA), 
subject to the requirements set forth in this Section 13.7.2.  The 
material prices shall be supported by valid quotes/invoices from the 
suppliers.  The cost shall include sales taxes, freight and delivery 
charges and any allowable discounts.  Program Manager shall have the 
right to approve materials and sources of supply of materials to be 
furnished by Contractor or Subcontractors, and shall have the 
right to furnish such materials as it deems advisable.  The price 
allowed for materials shall be adjusted as follows:

          13.7.2.1  If the materials are obtained from a supply 
or source owned in whole or in part by Contractor or a 
Subcontractor, the cost of such materials shall not exceed the 
lesser of the lowest price charged by Contractor or such 
Subcontractor (as applicable) for similar materials furnished to 
other jobs or the current wholesale price for such materials 
delivered to the jobsite.

           13.7.2.2  If the cost of such materials is, in the sole
opinion of Program Manager, excessive, then the cost of such 
materials shall be deemed to be the lowest current wholesale 
price at which such materials were available, in the quantities 
needed and delivered to the jobsite.

            13.7.2.3  If the Contractor or Subcontractor (as 
applicable) does not furnish satisfactory evidence of the cost of 
such materials from the actual supplier thereof within 30 days 
after the date of delivery of the material, Program Manager shall 
have the right to establish the cost of such materials at the 
lowest current wholesale prices at which such materials were 
available, in the quantities needed and delivered to the jobsite. 

     13.7.3    Equipment

               13.7.3.1  Contractor will be paid for the use of 
Contractor- and Subcontractor-owned equipment (and that owned by 
any Affiliate of Contractor or Subcontractor) and for equipment 
rented by Contractor or any Subcontractor for actual use in the 
Change Order Work as specified in this Section 13.7.3.  There  
shall be no compensation for equipment on standby, except as 
provided in Section 13.7.3.8.

               13.7.3.1.1   The hourly rates for equipment and 
plant owned by Contractor or any Affiliate of Contractor, or 
owned by the Subcontractor performing the Work in question or any 
Affiliate of such Subcontractor, will be determined from the 
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applicable volume of the Rental Rate Blue Book (referred to 
hereafter as the "Blue Book"), published by Nielsen/DATAQUEST, 
Inc. of Palo Alto, California.  Contractor acknowledges and 
agrees that, due to the long-term nature of the Project and the 
number of options available to Contractor for obtaining 
equipment, such rates constitute fair compensation for equipment 
used.  The Blue Book will be used in the following manner:  

                 (a) The hourly rate will be determined by 
dividing the monthly rate by 176.  The weekly, hourly, and daily 
rates will not be used.

                 (b) The number of hours to be paid for will be
the number of hours that the equipment or plant is actually used 
on a specific force account activity.

                 (c) The current revisions will be used in 
establishing rates.  The current revision applicable to specific 
force account work is as of the first day of work performed and 
that force account work and that rate applies throughout the 
period the force account work is being performed.

                 (d) Area adjustment will not be made. Equipment 
life adjustment will be made in accordance with the rate 
adjustment tables.  

                 (e) Overtime shall be charged at the same hourly 
rate indicated in (a) above.

                 (f) The estimated operating costs per hour will 
be used for each hour that the equipment or plant is in operation
on the force account work.  Such costs do not apply to idle time 
regardless of the cause of the idleness.

                 (g) Idle time for equipment will not be paid for,
except where the equipment has been held on the Site on a standby 
basis at the request of the Program Manager and but for this 
request, would have left the Site.  Such payment will be at one-
half the rate established pursuant to (a) above.

                 (h) Operator costs will be paid only as provided
in (a) above.

           The rates established above include the cost of fuel, 
oil, lubrication, supplies, small tools, necessary attachments, 
repairs, overhaul, and maintenance of any kind, depreciation, 
storage, overhead, profits, insurance, all costs (including labor 
and equipment) of moving equipment or plant on to and away from 
the site, and all incidentals.
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         In the event that a rate is not established in the Blue Book 
for a particular piece of equipment or plant, the Program Manager will 
establish a rate for that piece of equipment or  plant that is 
consistent with its cost and use in the industry.

          All equipment shall, in the opinion of the Quality
Assurance Manager, be in good operating condition.  Equipment 
used by the Contractor shall be specifically described and be of 
suitable size and suitable capacity required for the Work to be 
performed.  In the event the Contractor elects to use equipment
of a higher rental value than that suitable for the Work, payment 
will be made at the rate applicable to the suitable equipment.  
The equipment actually used and the suitable equipment paid for 
will be made a part of the record for force account work.  
Contractor's Quality Assurance Manager shall determine the  
suitability of the equipment.  If there is a differential in the 
rate of pay of the operator of oversize or higher rate equipment, 
the rate paid for the operator is to be that for the suitable 
equipment.

                   13.7.3.1.2     In the event that a specific 
type of equipment is required which is not available from 
Contractor or the Subcontractor performing the Work, or from any 
of their Affiliates, Contractor shall inform the Program Manager 
of the need to rent the equipment and of the rental rate for that
equipment prior to using it on the Work.  Contractor will be paid 
the actual rental for the equipment for the time that the 
equipment is actually used to accomplish the Work, provided that
the rate is reasonable, plus the cost of moving this equipment on 
to and away from the job.  Contractor shall provide a copy of the 
paid receipt or canceled check for the rental expense incurred.

                13.7.3.2  If Contractor deems it necessary to use
specialized equipment not listed in the above-described publication, 
Program Manager shall determine the rate allowed. Upon request by 
Program Manager, Contractor shall furnish all necessary cost data 
to Program Manager for its use in establishment of the rate allowed.

                13.7.3.3  The rates paid as above provided shall be
deemed to include compensation for the cost of fuel, oil, lubricants, 
supplies, small tools, necessary attachments, repairs and maintenance 
of all kinds, depreciation, storage, insurance and all incidentals.

                13.7.3.4  Equipment operators will be paid for as 
stipulated in Section 13.7.1. 

                13.7.3.5  All equipment shall be in good working 
condition and suitable for the purpose for which the equipment is 
to be used.
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                13.7.3.6  Unless otherwise specified, manufacturer's
ratings and manufacturer-approved modifications shall be used to 
classify equipment for the determination of applicable rental rates.  
Equipment which has no direct power unit shall be powered by a unit of 
at least the minimum rating recommended by the manufacturer of that 
equipment.

                 13.7.3.7  Individual pieces of equipment or tools not 
listed in the Blue Book and having an individual replacement value of 
$1,000 or less, whether or not consumed by use, shall be considered to 
be small tools and no payment will be made therefor.

                 13.7.3.8  The time to be paid for use of equipment on 
the Site shall be the time the equipment is in operation on the Time and 
Materials Change Order Work being performed.  The time shall include the 
reasonable time required to move the equipment to the location of the 
Time and Materials Work and return it to the original location or to 
another location requiring no more time than that required to return 
it to its original location.  Moving time will not be paid for if the 
equipment is also used at the Site other than for Time and Materials 
work.  Loading and transporting costs will be allowed, in lieu of 
moving time, when the equipment is moved by means other than its own 
power.  No payment for loading and transporting will be made if the
equipment is also used at the Site other than for Time and Materials 
Work.  Time will be computed in half and full hours.  In computing 
the time for use of equipment, less than 30 minutes shall be 
considered one-half hour.

     13.7.4    Permit Fees

     Contractor will be reimbursed for the cost of any additional 
permit fees payable as the result of the change in the Work.  Back-up 
documentation supporting each cost item for this category shall be 
provided by Contractor and approved by Program Manager prior to any 
payment authorization being granted.

     13.7.5    Other Direct Costs

     Contractor will be reimbursed for the cost of any justified 
change-related cost not covered by the categories of costs contained 
in Sections 13.7.1 through 13.7.4.  Back-up documentation supporting 
each cost item for this category shall be provided by Contractor and 
approved by Program Manager prior to any payment authorization being 
granted.   

     13.7.6    Contractor's Overhead and Profit

     In addition to the added costs as determined above, Contractor 
will be paid only the following predetermined mark-ups on Change 
Order Work:  10% for labor costs as per Section 13.7.1 above, 10% 
for material costs as per Section 13.7.2 above, 10% for equipment 
use costs as per Section 13.7.3 above, 5% for permit fees as per 
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<PAGE>
Section 13.7.4 above, and 10% for other direct costs as per Section 
13.7.5 above, subject to the following:  

          (a)   These mark-ups are full and complete compensation 
for all overhead, small tools (as defined in Section 13.7.3.7), 
consumables (items which are consumed in the performance of the
Work which are not a part of the finished product) and other indirect 
costs of the added or changed Work, as well as for profit thereon, 
including any and all costs and expenses incurred due to any delay 
in connection with the added or changed Work, except as otherwise 
provided in Section 13.5.3. Contractor's mark-up percentages shall 
be considered to include, among other costs, incidental job burdens, 
bonuses not otherwise covered, field, jobsite and general home 
office expenses of all types, supervisory expenses of all types and 
all other overhead, general condition and indirect costs and expenses.

          (b)   The foregoing mark-ups will be paid to Contractor only 
for Work it performs; in the case of Work that is subcontracted, these 
will be allowed to the Subcontractor who actually performs the Work.

          (c)   In the case of subcontracted Work, Contractor shall be 
allowed a predetermined mark-up of 5% of the compensation allowed for 
the Subcontractor, provided that only one such mark-up shall be 
allowed, notwithstanding the actual number of intervening 
Subcontractors.1/  This mark-up shall fully compensate Contractor 
for overhead and profit with respect to subcontracted Work.

          (d)   No mark-up will be paid to Contractor for any 
materials furnished by Developer, Program Manager, State or SJTA.
          
          (e)   Where Contractor's or any Subcontractor's portion 
of a change involves credit items, or the proposed change is a 
net deductive change, Contractor shall include all Contractor's 
and Subcontractor's overhead and profits in computing the value 
of the credit.
____________________________
1/      For example, if 50% of any Work which is subject to this                
        Section 13.7 is subcontracted and 50% is performed by
        Contractor's own forces, then the compensation for such
        Work shall include a mark-up on Contractor's costs as 
        computed in Section 13.7.6 for the 50% performed by 
        Contractor's own forces, a mark-up on the Subcontractor's
        costs as computed in Setion 13.7.6 for the remaining 50%, 
        plus an additional 5% mark-up on the 50% of the Work 
        performed by the Subcontractor (that is, 5% of the sum
        of the Subcontractor's cost and the mark-up thereon).
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13.7.7    Overhead

      Subject to Section 13.5.3, the following items are included 
in the Change Order mark-up for overhead:
          
          (a)   Salary and expenses of executive officers, 
supervising officers or supervising employees and technical or
engineering employees;

          (b)   Contractor's superintendent (general foreman); 

          (c)   Clerical or stenographic employees;

          (d)   Charges for minor equipment, such as small tools, 
including shovels, picks, axes, saws, bars, sledges, lanterns, jacks, 
cables, pails, wrenches, etc., consumables, and other miscellaneous 
supplies and services;
                               
          (e)   Drafting room accessories such as paper, tracing 
cloth, blue printing, etc.;

          (f)   Any and all field and home office overhead and 
operating expenses whatsoever;

          (g)   Subsistence and travel expenses for all 
personnel; and

          (h)   All bond and insurance premiums.

13.8 Unit Priced Change Orders

Program Manager (for Contingency Change Orders) and Developer 
(for Directed Changes) may agree at their sole discretion to  
negotiate unit prices for added Work.  The unit prices shall be 
deemed to include all costs for labor, material, overhead
and profit.  Measurement of quantities will be in accordance
with Section 109.01 of the General Provisions.  Unit prices shall
not be subject to change regardless of any change in the estimated
quantities.  Unit-priced Change Orders shall initially include an
estimated increase in the Contract Price based on estimated 
quantities.  Upon final determination of the quantities, Program 
Manager or Developer, as appropriate, shall issue a modified 
Change Order setting forth the final adjustment to the Contract 
Price.
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13.9 Contingency

     13.9.1    Availability of Contingency

     The Contingency is intended to be available to cover any and
all unanticipated costs incurred by Contractor in completing the
Work directly attributable to the following (and only the 
following) events ("Contingency Events") and for no other purpose:

          (a)   Eligible Delays (excluding any delays from 
Directed Changes, which shall be reimbursable as part of the 
Change Orders for such Directed Changes, and excluding any delays 
which are directly attributable to negligence of Developer, 
State, SJTA or Program Manager),

           (b)   Eligible Delays which are directly attributable 
to negligence of Developer, State, SJTA or Program Manager,  

           (c)   Differing Site Conditions,

           (d)   Force Majeure events (including insurance 
deductibles paid by Contractor for reasons beyond Contractor's 
control),

            (e)   delays in issuance of NTP2 as specified in
Section 12.1.3,

            (f)   certain utility Relocation costs as specified in
Section 6.6.4,

            (g)   addition of environmental mitigation requirements 
to the Work by changes in the requirements of the Major Permits 
as specified in Section 6.7, and 

            (h)   any other matters which this Contract specifies
are payable from the Contingency.

       Contractor's right to reimbursement of costs from the 
Contingency is subject to the all applicable restrictions and 
limitations contained in Article 3 and elsewhere in this 
Article 13.

        13.9.2    Contingency Change Orders

        As with Change Orders for Directed Changes, Contingency 
Change Orders shall either be negotiated or shall proceed on a 
time and materials basis, pursuant to Section 13.6 or 13.7.
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        13.9.3    Measurement and Payment for Remediation Work

        In the event that Hazardous Substances are discovered
which qualify as a Force Majeure event, unless the parties agree
to a lump sum price in advance of performing required remediation
Work, the procedure for measuring quantities shall be established  
by Program Manager following its review of the site.  The 
procedure shall be based on State's standard provisions for
measurement of quantities.  In all cases Contractor shall give 
Program Manager notice of Contractor's activities so as to allow 
Program Manager the opportunity to verify the Contractor's basis 
for costs included in the Contingency Change Order.  Recoverable 
costs (subject to availability of the Contingency) shall include 
any increased costs directly attributable to implementation of 
special procedures as well as any increased costs directly 
attributable to removal, disposal and replacement of the 
materials.

        13.9.4    Agreement Regarding NJSA 2A:58B-3

                  13.9.4.1  The parties intend to conform strictly
to applicable laws regarding payment of damages for delay, including 
NJSA 2A:58B-3 to the extent that it may be considered to apply to 
this Contract.  Developer and Contractor have determined that 
NJSA 2A:58B-3 is not applicable to this Contract since neither of 
them is a public agency.  However, to the extent that NJSA 2A:58B-3 
is determined to apply to this Contract, Contractor agrees that 
the total amount of the original Contingency shall be allocated 
(or reallocated to the extent that payments have previously been 
made from the Contingency) to first pay for costs arising from 
Eligible Delays to which NJSA 2A:58B-3 is applicable, and shall 
be available to pay for other Contingency Events only after all 
such costs arising from Eligible Delays have been paid in full.

                 13.9.4.2  Contractor agrees that all events, 
conditions or occurrences which this Contract contemplates could be 
the basis for payment of delay damages from the Contingency shall be
considered "reasons contemplated by the parties" pursuant to NJSA 
2A:58B-3(c).

13.10     Change Order Records

Contractor shall maintain its records in such a manner as to 
provide a clear distinction between the direct costs of Work for 
which it is entitled (or for which it believes it is entitled) to 
an increase in the Contract Price and the costs of other 
operations.  Contractor shall contemporaneously collect, record 
in writing, segregate and preserve (a) all data necessary to 
determine the costs of all Work which is the subject of a Change 
Order or a requested Change Order, but specifically excluding 
negotiated and issued Change Orders, and (b) all data necessary 
to show the actual impact (if any) of the change on each Critical 
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Path with respect to all Work which is the subject of a Change 
Order or a proposed Change Order, if the impact on the Project 
Schedule is in dispute.  Such data shall be provided to 
Developer, State, SJTA, Program Manager and any authorized 
representative of such Persons reviewing any Claim or dispute 
regarding compensation for such Work as provided in Section 21.3.2.  
The cost of furnishing such reports is included in Contractor's 
predetermined overhead and profit mark-ups.

     13.10.1   Daily Work Reports and Data Collection

          13.10.1.1 Contractor shall collect and preserve data in 
written form for all Work contemporaneously with Contractor's 
performance thereof as specified in Section 1205.7 of the Special 
Provisions.  At reasonable times as requested by Program Manager, 
Contractor shall provide Program Manager with a copy of each item 
described in said provision, provided, however, that the provision 
of such information shall not constitute a PCO Notice under Section 
13.3.2.

         13.10.1.2 From the records described in Section 1205.7 
of the Special Provisions, Contractor shall furnish Program Manager 
completed daily work reports for each day's Work to be paid for on a 
time and material basis.  The daily time and material Work reports 
shall be detailed as follows:

               (a) Name, classification, date, daily hours, total 
hours, rate, and extension for each worker (including both
construction and non-construction personnel) for whom reimbursement 
is requested.
               (b) Designation, dates, daily hours, total hours, 
rental rate, and extension for each unit of machinery and equipment.

               (c) Quantities of materials, prices, and extensions.

               (d) Transportation of materials.

               (e) For construction labor, the cost of property 
damage, liability, and worker's compensation insurance premiums, 
unemployment insurance contributions, bonds, and social security 
tax.

The reports shall also state the total costs to date for the Time
and Materials Work.

        13.10.2   Vendor's Invoices

        Material charges shall be substantiated by valid copies of
vendor's invoices.  Such invoices shall be submitted with the 
daily time and material Work reports, or if not available, they 
shall be submitted with subsequent daily time and material Work 
                                 82 
<PAGE>
reports.  Should said vendor's invoices not be submitted within  
60 days after the date of delivery of the material, Program 
Manager shall have the right to establish the cost of such 
materials at the lowest current wholesale prices at which said 
materials are available, in the quantities concerned delivered to 
the location of Work less any discounts, above.

        13.10.3   Execution of Reports

        All Time and Materials reports shall be signed by 
Contractor's Project Manager.  

        13.10.4   Adjustment

        Program Manager will compare its records with the completed 
daily time and material Work reports furnished by Contractor and 
make any necessary adjustments.  When these daily time and material 
Work reports are agreed upon and signed by both parties, said 
reports shall become the basis of payment for the Work performed, 
but shall not preclude subsequent adjustment based on a later audit 
by Developer, State and/or SJTA.  Contractor's cost records 
pertaining to Work paid for on a time and material basis shall be open, 
during all regular business hours, to inspection or audit by 
representatives of Developer, State and/or SJTA during the life of the 
Contract and for a period of not less than five years after the Final 
Acceptance Date, and Contractor shall retain such records for that 
period.  Where payment for materials or labor is based on the cost 
thereof to any Person other than Contractor, Contractor shall make 
every reasonable effort to insure that the cost records of each such 
other Person will be open to inspection and audit by representatives 
of Developer, State and/or SJTA on the same terms and conditions as the
cost records of Contractor.  Payment for such costs may be deleted if 
the records of such third parties are not made available to Developer's 
representatives.  If an audit is to be commenced more than 60 days after 
the acceptance date of the Contract, Contractor will be given a 
reasonable notice of the time when such audit is to begin.

13.11     Matters Not Eligible for Change Orders

Contractor acknowledges and agrees that no increase in the Contract 
Price is available except in circumstances expressly provided for in 
this Contract, and that such price increases shall be available only 
as the result of either a Contingency Event (payable solely from the 
Contingency) or a Directed Change, and that Contractor shall bear 
full responsibility for the costs of all other changes.  Matters 
which are Contractor's exclusive responsibility include the 
following:  
          
          (a)   errors, omissions, inconsistencies or other 
defects in the Construction Documents;
                                83
<PAGE>
          (b)   any design changes requested by Program Manager, 
State or SJTA as part of the process of approving the Design 
Documents for consistency with the requirements of the Contract 
Documents, including any design changes relating to Project safety 
(except to the extent that they arise from a change in Governmental 
Rules, in which case the costs associated therewith would be payable 
solely through a Contingency Change Order);

          (c)   defective or incorrect schedules of Work or 
changes in the planned sequence of performance of the Work;

          (d)   the action or inaction of Subcontractors;

          (e)   the action or inaction of other contractors 
(including failure to organize and integrate their work with 
Contractor's Work);

          (f)   correction of nonconforming Work and review and 
acceptance thereof by Program Manager, State and SJTA (including 
rejected design submittals);

          (g)   obtaining all Governmental Approvals except the 
Major Permits, and, except as specified in Section 6.7, compliance 
with the terms and conditions of all Governmental Approvals 
including the Major Permits;

          (h)   failure by Contractor to comply with the Contract;

          (i)   delays not on a Critical Path;

          (j)   delays in issuance of any permit or approval by 
any entity with jurisdiction over the subject matter of such 
permit or approval that is required to be obtained by Contractor; 

          (k)   costs covered by proceeds of insurance provided 
hereunder; and

          (l)   costs resulting from Contingency Events, 
following exhaustion of the Contingency.

Contractor hereby assumes responsibility and accepts the 
allocated, sole risk for all matters described in this Section 
13.11, and acknowledges and agrees that assumption and acceptance 
by Contractor of responsibility and allocation for all such 
risks, costs, expenses and delays, and the consequences and costs 
and expenses resulting therefrom, is reasonable under the 
circumstances of this Contract and that contingencies included in 
the Bid Price, in combination with the Contingency, in 
Contractor's sole judgment, constitute sufficient consideration 
for its acceptance and assumption of said risks and 
responsibilities.  CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS 
                                84
<PAGE>
TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE WORK, 
DELAY OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, 
SUSPENSION OR ACCELERATION) FOR WHICH CONTRACTOR FAILED TO 
PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY  
CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO 
COMPENSATION OR DAMAGES WHATSOEVER IN CONNECTION WITH THE WORK  
EXCEPT TO THE EXTENT THAT THE CONTRACT DOCUMENTS EXPRESSLY 
SPECIFY THAT CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER 
COMPENSATION OR DAMAGES.

13.12     Disputes

If Developer (or Program Manager with respect to Contingency 
Change Orders) and Contractor agree that a request to increase 
the Contract Price or extend the Guaranteed Completion Date by 
Contractor has merit, but are unable to agree as to the amount of 
such price increase or time extension, Developer (or Program  
Manager with respect to Contingency Change Orders) agrees to mark 
up the Change Order request provided by Contractor to reduce the 
amount of the price increase or time extension as deemed 
appropriate by Developer or Program Manager, as the case may be, 
and to execute and deliver the marked-up Change Order to 
Contractor, within a reasonable period after receipt of a request 
by Contractor to do so, and thereafter to make payment based on 
such marked-up Change Order.  The failure of Developer (or 
Program Manager with respect to Contingency Change Orders) and 
Contractor to agree to any Change Order under this Article 13 
(including agreement as to the amount of compensation allowed 
under a Time and Materials Change Order and the disputed amount 
of the increase in the Contract Price or extension of the 
Guaranteed Completion Date in connection with a Change Order 
described in the preceding sentence) shall be a dispute to be 
resolved in accordance with Article 19.  Except as otherwise 
specified in the Change Order, execution of a Change Order by 
both parties shall be deemed accord and satisfaction of all 
claims of any nature arising from or relating to the Work covered 
by the Change Order.  If the courts of the State of New Jersey 
determine that Contractor is entitled to be paid for any work 
which is the subject of a dispute, Contractor's Claim and the 
award of the court shall be limited to the incremental costs 
incurred by Contractor with respect to the disputed matter 
(crediting Developer for any corresponding reduction in  
Contractor's other costs) and shall in no event exceed the 
amounts allowed by Section 13.7 with respect thereto.  
Contractor's execution of any Contingency Change Order shall
constitute Contractor's agreement that any change in the Work 
described therein is appropriate for a Contingency Change Order
and does not constitute a Directed Change.

13.13     Changes Not Requiring Change Order

Design exceptions which have no net cost effect on the Contract
Price shall not require a Change Order provided such exception 
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is approved by Program Manager, State and SJTA through the design 
review process.  Any other change in the requirements of the 
Contract Documents shall require either a Directive Letter or a 
Change Order.

     13.13.1    Contractor may propose a material change in Basic 
Configuration only in the context of a VECP in accordance with  
Article 22, 

     13.13.2    Any non-material changes in the Basic 
Configuration shall be the responsibility of Contractor with the 
exception of Directed Changes.  Contractor acknowledges and 
agrees that constraints set forth in the Major Permits and other 
Contract Documents, as well as the Site conditions and the Right 
of Way Limits, will impact Contractor's ability to make non- 
material changes in the Basic Configuration.

13.14     No Release or Waiver

          13.14.1    Work shall continue and be carried on in 
accordance with all the provisions of the Contract and the 
Contract shall be and shall remain in full force and effect 
during the continuance and until the completion and Final 
Acceptance of the Project unless formally suspended or terminated 
by Developer or Program Manager  in accordance with the terms 
hereof.  Permitting Contractor to finish the Work or any part 
thereof after the Guaranteed Completion Date, or the making of 
payments to Contractor after such date, shall not constitute a 
waiver of any of Developer's rights under the Contract.

           13.14.2    Neither the grant of an extension of time 
beyond the date fixed for the completion of any part of the Work, 
nor the performance and acceptance of any part of the Work or 
materials specified by the Contract after the Guaranteed 
Completion Date, shall be deemed to be a waiver of Developer's 
right to abrogate the Contract for abandonment or failure to 
complete within the time specified or to impose and deduct 
damages as may be provided.

ARTICLE 14.  SUSPENSION OF ALL OR PART OF WORK

14.1 Suspension for Convenience

Program Manager may order Contractor in writing to suspend, 
delay, or interrupt all or any part of the Work for a period of 
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time not to exceed 24 hours, as Program Manager may determine to 
be appropriate for the convenience of Developer, State or SJTA.  
Any suspension for convenience in excess of 24 hours shall 
require Developer's signature and will be considered a Directed 
Change.

14.2 Suspension for Other Reasons, Including Compliance with 
     Major Permits 

     14.2.1     Program Manager has the authority to suspend the 
Work wholly or in part, for such period as Program Manager deems 
necessary because of the failure on the part of the Contractor to
carry out orders given, or to perform any requirements of the 
Contract Documents.  Contractor shall promptly comply with the 
written order of Program Manager to suspend the Work wholly or in 
part.  The suspended Work shall be resumed when appropriate 
corrective action has been taken.

      14.2.2     State and SJTA each has the right to require 
Program Manager to undertake appropriate efforts to cause 
Contractor to perform any and all requirements of the Major 
Permits.  Actions which may be undertaken by the Program Manager 
in connection with any such failure include the right to direct 
Contractor to take specified corrective action or to stop Work.

        14.2.3     Contractor shall not be entitled to any increase 
in the Contract Price or extension of the Guaranteed Completion 
Date in connection with any suspension under this Article 14,  
including for the work described in Section 14.3, except to the 
extent that the suspension is considered to be a Directed Change.

14.3 Traffic Safety

In the event that a suspension of Work is ordered under this 
Article 14, Contractor shall undertake all work necessary to 
provide a safe, smooth, and unobstructed passageway through the 
construction area for use by public traffic during the period of 
such suspension.

ARTICLE 15.  TERMINATION FOR CONVENIENCE

15.1 Notice of Termination

Developer may terminate this Contract and the performance of the
Work by Contractor at any time prior to the date of Substantial
Completion if Developer, State and SJTA jointly determine, in  
their sole discretion, that a termination is in its best 
interest.  Developer shall notify Contractor of the decision to
terminate by delivering to Contractor a written Notice of
Termination specifying the extent of termination and its
effective date.  Termination of this Contract shall not relieve
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the Surety of its obligation for any just claims arising out of 
or relating to the Work.

15.2  Contractor's Responsibilities After Receipt of Notice of
      Termination

After receipt of a Notice of Termination, and except as directed
by Developer, Contractor shall immediately proceed as follows, 
regardless of any delay in determining or adjusting any amounts
due under this Article 15:

     15.2.1     Stop Work as specified in the notice;

     15.2.2     Enter into no further Subcontracts and place no
further orders for materials, services or facilities, except as 
necessary to complete the continued portion of the Work, if any, 
or for mitigation of damages;

     15.2.3     Unless instructed otherwise by Developer, 
terminate all Subcontracts to the extent they relate to the Work 
terminated and except to the extent that continuation of the 
Subcontract is necessary in order to mitigate damages;

     15.2.4     Assign to Developer or its designee in the 
manner, at the times, and to the extent directed by Developer, 
all of the right, title, and interest of Contractor under the 
Subcontracts so terminated, in which case Developer will have the 
right, in its sole discretion, to accept performance, settle or 
pay any or all claims under or arising out of the termination of 
such Subcontracts;

      15.2.5     Settle outstanding liabilities and claims arising 
out of such termination of Subcontracts, with the approval or 
ratification of Developer, to the extent it may require, which
approval or ratification shall be final;

     15.2.6     Transfer title and deliver to SJTA or its designee, 
as directed by Program Manager, (a) the Work in process, completed 
Work, supplies and other materials produced or acquired for the Work 
terminated, and (b) the Construction Documents and all other completed 
or partially completed drawings (including plans, elevations, sections, 
details and diagrams), specifications, records, samples, information 
and other property that would have been required to be furnished to 
SJTA if the Work had been completed;

     15.2.7     Complete performance in accordance with the 
Contract Documents of all Work not terminated; 

     15.2.8     Take all action that may be necessary, or that 
Developer may direct, for the protection and preservation of the 
property related to the Contract Documents that is in the 
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possession of Contractor and in which Developer, State and/or 
SJTA has or may acquire an interest; and

     15.2.9     As authorized by Program Manager, use its best 
efforts to sell at reasonable prices any property of the types 
referred to in Section 15.2.6 above, provided, however, that 
Contractor (a) shall not take any such action with respect to any 
items for which title has previously transferred to SJTA, (b) is 
not required to extend credit to any purchaser, and (c) may 
acquire the property itself, under the conditions prescribed and 
at prices approved by Program Manager.  The proceeds of any 
transfer or disposition will be applied to reduce any payments to 
be made by Developer under the Contract Documents or paid in any 
other manner directed by Developer.

15.3 Inventory

Contractor shall submit to Developer a list of termination 
inventory not previously disposed of and excluding items 
authorized for disposition by Developer; and within 30 days of 
receipt of the list, Contractor shall deliver such inventory to 
Developer and Developer, State or SJTA shall accept title to such 
inventory as appropriate.

15.4 Settlement Proposal

After termination, Contractor shall submit a final termination 
settlement proposal to Program Manager in the form and with the 
certification prescribed by Program Manager.  Contractor shall 
submit the proposal promptly, but no later than 60 days from the 
effective date of termination unless Contractor has requested a 
time extension in writing within such 60-day period and Program 
Manager has agreed in writing to allow such an extension.  If 
Contractor fails to submit the proposal within the time allowed, 
Developer may determine, on the basis of information available, 
the amount, if any, due Contractor because of the termination and 
shall pay Contractor the amount so determined.

15.5 Amount of Termination Settlement

Contractor and Developer may agree, as provided in Section 15.4, 
upon the whole or any part of the amount or amounts to be paid to 
Contractor by reason of the termination of Work pursuant to this 
Article 15.  Such negotiated settlement may include an allowance 
for profit solely on Work which has been completed as of the 
termination date.  If a full termination occurs before six months 
after the date of issuance of NTP2 the negotiated settlement 
shall not include compensation for risks assumed by Contractor 
hereunder or for contingencies which did not occur, 
notwithstanding the fact that Contractor may have, in the Project 
Schedule, allocated risks or contingencies to Work which has 
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already been performed.  The foregoing shall not preclude 
Contractor from recovering its actual expenses incurred prior to 
the termination relating to such risks and contingencies.  Such 
agreed amount or amounts payable for the terminated Work, exclusive 
of settlement costs, shall not exceed the total Contract Price as 
reduced by the Contract Price of Work not terminated.  Upon 
determination of the settlement amount this Contract will be 
amended accordingly, and Contractor will be paid the agreed amount 
as described in this Section 15.5.  Nothing in Section 15.6, 
prescribing the amount to be paid to Contractor in the event that 
Contractor and Developer fail to agree upon the whole amount to be 
paid to Contractor by reason of the termination of Work pursuant 
to this Article 15, shall be deemed to limit, restrict or otherwise 
determine or affect the amount or amounts which may be agreed upon 
to be paid to Contractor pursuant to this Section 15.5.  Developer's 
execution and delivery of any settlement agreement shall not be 
deemed to affect any of its rights with respect to compliance of the 
completed Work with all applicable Contract requirements, any of 
its rights under the Performance Bond or any of its rights against 
Subcontractors.

15.6 No Agreement as to Amount of Claim

In the event of failure of Contractor and Developer to agree upon 
the amount to be paid Contractor by reason of the termination of 
Work pursuant to this Article 15, the amount payable (exclusive 
of interest charges) shall be determined in accordance with the 
following:

        15.6.1     In the event of a termination prior to six months 
after the issuance of NTP2 Developer will pay Contractor 100% of 
the total of the following amounts for Work performed prior to 
the effective date of the Notice of Termination, as such amounts 
are determined by Developer, and without duplication of any items 
or of any amounts agreed upon in accordance with Section 15.4:

          (a)   Contractor's actual reasonable out-of-pocket cost 
(including equipment costs only to the extent permitted by 
Section 13.7.3) for all Work performed, including reasonable 
overhead, less accounting for any refunds payable with respect to 
insurance premiums, deposits or similar items, as established to 
Developer's satisfaction;

          (b)   A sum, as profit on (a) above, determined by 
Developer to be fair and reasonable; provided, however, that if
it appears that Contractor would have sustained a loss on the 
entire Contract had it been completed, no profit shall be included 
or allowed under this Section 15.6.1(b) and an appropriate 
adjustment shall be made by reducing the amount of the settlement 
to reflect the indicated rate of loss;
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           (c)   The cost of settling and paying claims arising 
out of the termination of Work under Subcontracts as provided in 
Section 15.2.5, exclusive of the amounts paid or payable on 
account of supplies or materials delivered or services furnished 
by the Subcontractor prior to the effective date of the Notice of 
Termination for convenience of Work under this Contract, which 
amounts shall be included in the cost on account of which payment 
is made under (a) above; and

            (d)   The reasonable out-of-pocket cost (including 
reasonable overhead) of the preservation and protection of 
property incurred pursuant to Section 15.2.8 and any other 
reasonable out-of-pocket cost (including overhead) incidental to 
termination of Work under this Contract, including expense 
incidental to the determination of the amount due to Contractor
as the result of the termination of Work under this Contract.

        15.6.2     In the event of a termination occurring on or 
after six months after the issuance of NTP2, the amount to be 
paid to Contractor for Work performed prior to the termination 
date shall be determined based on the Project Schedule.  In such 
event all invoices previously submitted, Change Orders requested 
and claims submitted pursuant to Section 107.02 of the General 
Provisions shall be processed in accordance with the terms 
hereof.  In addition, Contractor shall be paid its reasonable 
costs of termination of Subcontracts and otherwise winding down 
the terminated Work, in accordance with Sections 15.6.1(c) and 
(d).  However, the total amount to be paid to Contractor, 
exclusive of costs described in Sections 15.6.1(c) and (d), may 
not exceed the total Contract Price less the amount of payments 
previously made.  Furthermore, in the event that any refund is 
payable with respect to insurance premiums, deposits or similar 
items which were previously passed through to Developer by 
Contractor, such refund shall be paid directly to Developer or
otherwise credited to Developer.

        15.6.3     Contractor acknowledges and agrees that it shall 
not be entitled to any compensation in excess of the value of the 
Work performed (determined as provided in Section 15.6.1 or 
15.6.2 above) plus its settlement costs, and that items such as 
lost or anticipated profits, unabsorbed overhead and opportunity 
costs shall not be recoverable by it upon termination of this 
Contract.  Except for normal spoilage, and except to the extent 
that Developer will have otherwise expressly assumed the risk of 
loss, there will be excluded from the amounts payable to 
Contractor under Section 15.6.1 or 15.6.2, the fair value, as 
determined by Developer, of property which is destroyed, lost, 
stolen, or damaged so as to become undeliverable to Developer, or 
to a buyer pursuant to Section 15.2.9.  The amount bid by 
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Contractor for the Work terminated shall be a factor to be analyzed 
in determining the value of the Work terminated.  Upon determination 
of the amount of the termination payment, this Contract shall be 
amended to reflect the agreed termination payment, Contractor shall 
be paid the agreed amount, subject to the limitations contained 
herein on Developer's obligations to make payments, and the Contract 
Price shall be adjusted to deduct the portion thereof which is 
allocable to the terminated Work.

        15.6.4     Contractor acknowledges and agrees that it is 
not entitled to any share of the unused Contingency under Section 
12.1.2.1 in the event of a termination under this Section 15.6.  
If a termination occurs at any time following 14 months after 
issuance of NTP2, Developer may allow Contractor to receive a 
share of the unused Contingency, in an amount to be determined in 
Developer's sole discretion.

15.7 Reduction in Amount of Claim

The amount otherwise due Contractor under this Article 15 shall 
be reduced by (a) the amount of any claim which Developer, State 
and/or SJTA may have against Contractor in connection with this 
Contract and (b) the agreed price for, or the proceeds of sale 
of, materials, supplies or other things acquired by Contractor or 
sold, pursuant to the provisions of this Article 15, and not 
otherwise recovered by or credited to Developer.

15.8 Payment

Developer may from time to time, under such terms and conditions 
as it may prescribe and in its sole discretion, make partial 
payments on account against costs incurred by Contractor in 
connection with the terminated portion of this Contract, whenever 
in the opinion of Developer the aggregate of such payments shall 
be within the amount to which Contractor will be entitled 
hereunder.  If the total of such payments is in excess of the 
amount finally agreed or determined to be due under this 
Article 15, such excess shall be payable by Contractor to 
Developer upon demand together with interest at a variable rate  
per annum equal to the reference rate announced by Bank of 
America, NT&SA from time to time, plus 1%.

15.9 Inclusion in Subcontracts

Contractor shall insert in all Subcontracts that the Subcontractor 
shall stop Work on the date of and to the extent specified in a 
Notice of Termination from Developer and shall require that 
Subcontractors insert the same provision in each Subcontract at 
all tiers.  Contractor shall communicate, immediately upon receipt 
thereof, any Notice of Termination issued by Developer to all 
affected Subcontractors.
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15.10     Amounts Payable to Subcontractors

For the purposes of Sections 15.5 and 15.6, upon termination of 
Work under Section 15.2.3 which would have entitled a particular 
Subcontractor to gross proceeds of $100,000 or more had it not 
been terminated, then Contractor will not be entitled to 
reimbursement for that portion of a termination settlement with 
such Subcontractor which constitutes anticipatory or unearned 
profit on Work terminated or partly terminated, or which 
constitutes consequential damages on account of the termination.

15.11     No Consequential Damages

Under no circumstances shall Contractor or any Subcontractor be 
entitled to anticipatory, unearned profits or consequential or 
other damages as a result of a termination under this Article 15.  
The payment to Contractor determined in accordance with this 
Article 15 constitutes Contractor's exclusive remedy for a 
termination hereunder.

15.12     No Waiver

Anything contained in this Contract to the contrary notwithstanding, 
a termination under this Article 15 shall not waive any right or 
claim to damages which Developer, State and/or SJTA may have and 
Developer, State and/or SJTA may pursue any cause of action which 
it may have by law or under this Contract.

15.13     Dispute Resolution

The failure of the parties to agree on amounts due under Sections 
15.6 and 15.10, shall be a dispute to be resolved in accordance 
with Article 19.

ARTICLE 16.  DEFAULT

16.1 Default of Contractor

        16.1.1     Contractor shall be in default under this 
Contract upon the occurrence of any one or more of the following 
events or conditions, following notice and opportunity to cure 
(if applicable) as specified in Section 16.1.2.

          (a)   Contractor fails either (i) to promptly begin the 
Work under the Contract Documents or (ii) to prosecute the Work 
in accordance with the Project Schedule; or 

          (b)   Contractor fails to perform the Work in accordance 
with the Contract Documents, including conforming to 
applicable standards in constructing the Project, or refuses to 
remove and replace rejected materials or unacceptable Work; or
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          (c)   Contractor discontinues the prosecution of the 
Work (exclusive of Work stoppage (i) due to termination by 
Developer, or (ii) due to and during the continuance of a Force 
Majeure event or suspension by Developer); or

          (d)   Contractor fails to resume performance of Work 
which has been suspended or stopped, within a reasonable time 
after receipt of notice from Developer to do so or (if 
applicable) after cessation of the event preventing performance; or

          (e)   Contractor shall have become insolvent, or 
generally does not pay its debts as they become due, or admits in 
writing its inability to pay its debts or makes an assignment for 
the benefit of creditors; or

          (f)   Insolvency, receivership, reorganization or 
bankruptcy proceedings shall have been commenced by or against 
Contractor; or

          (g)   Any representation or warranty made by Contractor 
in its Statement of Qualifications, the Bid, the Contract Documents 
or any certificate, schedule, instrument or other document delivered 
by Contractor pursuant to the Contract Documents shall have been 
materially false or misleading when made; or

          (h)   Contractor breaches any material agreement 
contained in the Contract Documents; or 
          
          (i)   Contractor shall have assigned or transferred the 
Contract Documents or any right or interest herein or any Major 
Participant shall have assigned or transferred all or any portion 
of its interest in Contractor without Developer's prior written 
consent; or

          (j)   Contractor fails to discharge or obtain a stay of 
any judgment(s) or order for the payment of money against it in 
excess of $100,000 in the aggregate arising out of the 
prosecution of the Work (provided that for purposes hereof 
posting of a bond in the amount of 125% of such judgment or order 
shall be deemed an effective stay); or

          (k)   Contractor shall have failed, absent a valid 
dispute, to make payment when due for labor, equipment or 
materials in accordance with its agreements with Subcontractors 
and applicable law, or shall have failed to comply with any 
Governmental Rule or failed reasonably to comply with the 
instructions of Developer or Program Manager consistent with the 
Contract Documents.

        16.1.2     Contractor and Surety shall be entitled to 15 
days' notice and opportunity to cure any breach described in (a) 
through (d) and (h) through (k) above (excluding any such breach 
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which by its nature cannot be cured); provided that if such 
breach is capable of cure but by its nature cannot be cured 
within 15 days, such additional period of time shall be allowed 
as may be reasonably necessary to cure the breach, provided 
Contractor or Surety commences such cure within such 15-day 
period and thereafter diligently prosecutes such cure to 
completion; and provided further that in the case of an emergency 
Program Manager shall have the right to shorten the 15-day cure 
period by so specifying in the notice of breach.

16.2 Remedies for Contractor Event of Default

        If any breach described in Section 16.1 is not subject to 
cure or is not cured within the period (if any) specified in 
Section 16.1.2, Developer may declare that an "Event of Default" 
has occurred and notify Contractor to discontinue the Work.  The 
declaration of an Event of Default shall be in writing and given 
to Contractor and Surety.  Developer may appropriate any or all 
materials and equipment on the Site as may be suitable and 
acceptable and may direct the Surety to complete this Contract or 
may enter into an agreement for the completion of this Contract 
according to the terms and provisions thereof with another 
contractor or the Surety, or use such other methods as may be 
required for the completion of this Contract, including completion 
of the Work by Developer.  In the event that this Contract is 
terminated for grounds which are later determined not to justify 
a termination for default, such termination shall be deemed to 
constitute a termination for convenience pursuant to Article 15.

        Contractor and Surety shall not be relieved of liability for 
continuing Liquidated Damages on account of a breach or default 
by Contractor or by Developer's declaration of an Event of 
Default, or by actions taken by Developer under this 
Section 16.2.

        All costs and charges incurred by Developer, together with 
the cost of completing the Work, will be deducted from any monies 
due or that may become due Contractor and the Surety.  If such 
expense exceeds the sum which would be available from such 
monies, then Contractor and the Surety shall be liable and shall 
pay to Developer the amount of such excess.

        The rights and remedies of Developer are in addition to any
other rights and remedies provided by law or equity or provided 
under this Contract or the Performance Bond.

16.3 Delay in Issuance of NTP2; Failure to Deliver Payment

        16.3.1     If NTP2 has not been issued on or before 
December 31, 1998, then Contractor's sole and exclusive remedy 
for such failure shall be to terminate this Contract or accept a 
Contingency Change Order as specified in Section 12.1.3.
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        16.3.2     Contractor agrees that Developer shall not be
considered in breach of this Contract as the result of any failure 
to make any payment which results from failure or refusal by State 
or SJTA to provide funds in accordance with the Road Development 
Agreement.  In the event that Contractor fails to receive a payment 
in the amount approved under Section 12.2.4 by the date specified 
for payment in Section 12.2.4, Contractor may request written 
assurances from Developer that payment will be made.  Unless 
Contractor receives reasonably acceptable assurances from 
Developer within five business days after delivery of such 
request to Developer, with a copy to Program Manager, Contractor 
shall have the right to stop Work, provided that Contractor shall 
have provided a separate written notice to Program Manager, Developer, 
State and SJTA stating that Contractor is not satisfied with the 
assurances and describing the reasons for such dissatisfaction, 
which notice shall have been delivered at least three business days 
before stopping Work.  Contractor shall take all appropriate measures 
to ensure Project safety, including those specified in Section 14.3.  
In the event Contractor stops Work pursuant to this Section 16.3.2, 
the delay shall be considered the result of a Directed Change.

        16.3.3     Except as otherwise provided in Sections 16.3.1 
and 16.3.2, and in all events subject to Section 3.1.2, in the 
event of any alleged breach of this Contract by Developer, 
Contractor shall provide Developer written notice describing the 
alleged breach and 30 days' opportunity to cure the same, as a 
condition precedent to exercising any remedies to which Contractor 
is entitled at law or in equity with respect thereto.

ARTICLE 17.   LIQUIDATED DAMAGES

Contractor understands and agrees that if Contractor fails to 
complete the Work in accordance with the Contract Documents, 
Developer, State and SJTA will suffer substantial losses and 
damages.  Contractor agrees that it shall be liable for all such 
losses and damages, subject only to the limitation in 
Section 17.4.  Contractor and Developer (on its own behalf and on 
behalf of State and SJTA) have agreed to liquidate damages with 
respect to certain types of losses and damages.  Contractor 
acknowledges and agrees that the Liquidated Damages are intended 
to compensate Developer solely for Contractor's failure to meet 
the deadlines for completion of the Project which are set forth 
in Section 4.2, and shall not excuse Contractor from liability 
for any other breach of Contract requirements, including any 
failure of the Work to conform to applicable requirements.

17.1 Liquidated Damages

Contractor acknowledges and agrees that because of the unique 
nature of the Project and the unavailability of a substitute 
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therefor, it is impracticable and extremely difficult to 
ascertain and determine the actual damages which will be 
sustained by Developer, State and SJTA in the event of 
Contractor's failure to achieve Substantial Completion of the 
Project on or before the Guaranteed Completion Date or to achieve 
Final Acceptance by the specified deadline.  Contractor therefore 
agrees to pay Developer (for the benefit of Developer, State and
SJTA) a liquidated amount (the "Liquidated Damages") as deemed 
compensation to Developer for such damages, in the amount of 
$64,600 for each day after the Guaranteed Completion Date and 
through the date of Substantial Completion, and in the amount of 
$8,500 per day for each day after the required date for Final 
Acceptance and through the Final Acceptance Date.  It is 
understood and agreed by Contractor that any Liquidated Damages 
payable in accordance with this Section 17.1 are in the nature of
liquidated damages and not a penalty and that such sums are 
reasonable under the circumstances existing as of the date of 
execution and delivery of this Contract.  Contractor further 
acknowledges and agrees that Liquidated Damages may be owing even 
though no Event of Default has occurred or been declared.

17.2 Offset; Reduction; Waiver

        17.2.1     Developer shall have the right to deduct any 
amount owed by Contractor to Developer under the Contract 
Documents, including Liquidated Damages, from any amounts owed by 
Developer to Contractor, including any Retainage which may be 
payable by Developer to Contractor pursuant to Section 12.2.6.

        17.2.2     Permitting or requiring Contractor to continue 
and finish the Work or any part thereof after the Guaranteed 
Completion Date shall not act as a waiver of Developer's right to 
receive Liquidated Damages hereunder or any rights or remedies 
otherwise available to Developer.

17.3 Payment Terms

Liquidated Damages, to the extent not paid as provided in Section 
17.2, shall be payable by Contractor to Developer within ten days 
after Contractor's receipt of an invoice therefor from  Developer.

17.4 Limitation of Contractor's Liability

Contractor's liability to Developer for damages resulting from 
breach of this Contract shall be limited to the sum of (a) all 
those costs reasonably incurred by Developer or any party acting 
on Developer's behalf in completing or correcting the Work or 
having the Work completed or corrected by another Person and 
(b) the amount of $30,000,000 (which amount shall specifically 
include any Liquidated Damages paid pursuant to this Article 17).  
This limitation of liability shall not apply to liabilities 
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incurred by Contractor arising out of its agreement under 
Article 18 to defend, indemnify and hold the Indemnified Parties 
harmless from and against third party claims, causes of action, 
suits, legal or administrative proceedings, damages, losses, 
liabilities, response costs, costs and expenses.

ARTICLE 18.  INDEMNIFICATION

18.1 Indemnifications by Contractor

        18.1.1     Subject to Section 18.1.3, Contractor shall 
release, defend, indemnify and hold harmless Developer, 
Developer's Affiliates, the Program Manager, the Program Manager's 
subcontractors and Affiliates, Mirage Resorts, Incorporated, State, 
SJTA and their respective successors and assigns and their 
respective members, shareholders, officers, directors, agents and 
employees and each of them (collectively referred to in this 
Section 18.1 as the "Indemnified Parties" and severally referred 
to as an "Indemnified Party") from and against any and all claims, 
causes of action, suits, legal or administrative proceedings, 
damages, losses, liabilities, response costs, costs and expenses, 
including any injury to or death of persons or damage to or loss 
of property, and including attorneys' and expert witness fees and 
costs as they are incurred in connection with the enforcement of 
this indemnity, arising out of, relating to or resulting from each 
of the following:

          (a)   The breach or alleged breach of this Contract by 
Contractor, its employees, agents, officers or Subcontractors or 
any other Persons for whom Contractor may be contractually or 
legally responsible; or

          (b)   The failure or alleged failure by Contractor or 
its employees, agents, officers or Subcontractors or any other 
Persons performing any of the Work for whom Contractor may be 
contractually or legally responsible, to comply with any 
applicable Environmental Laws or Governmental Rule (including 
Governmental Rules regarding handling, generation, treatment, 
storage, transportation and disposal of Hazardous Substances and 
associated reporting requirements) in performing the Work or any 
Relocation work; or

          (c)   Any patent or copyright infringement or alleged 
patent or copyright infringement or other improper or allegedly 
improper appropriation or use of trade secrets, patents, 
proprietary information, know-how, copyright rights or inventions 
in performance of the Work, or arising out of any use in 
connection with the Project of methods, processes, designs, 
information, or other items furnished or communicated to 
Developer or another Indemnified Party pursuant to this Contract; 
provided that this indemnity shall not apply to any infringement
resulting from Developer's failure to comply with specific 
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written instructions regarding use provided to Developer by 
Contractor; or

          (d)   Any negligent act or omission or willful misconduct, 
or alleged negligent act or omission or willful misconduct, of 
Contractor, its employees, agents, officers or Subcontractors or 
any other Persons performing any of the Work for whom Contractor 
may be contractually or legally responsible; or

          (e)   Any and all claims by any Governmental Person 
claiming taxes based on gross receipts, purchases or sales, the 
use of any property or income of Contractor or any of its 
Subcontractors or any of their respective agents, officers or 
employees with respect to any payment for the Work made to or 
earned by Contractor or any of its Subcontractors or any of their
respective agents, officers or employees under the Contract 
Documents; or

           (f)   Any and all claims, stop notices and/or Liens 
filed by any Subcontractor or laborer in connection with the 
Work, including all expenses and attorneys' fees incurred in 
discharging any stop notice or Lien, provided that Developer is 
not in default in payments owing to Contractor with respect to 
such Work; or

            (g)   Any release or threatened release of a Hazardous
Substance which was removed or handled by Contractor or its 
employees, agents, officers or Subcontractors or any other 
Persons for whom Contractor may be contractually or legally 
responsible; or

            (h)   The claim or assertion by any Subcontractor or 
other Person of inconvenience, disruption, delay or loss caused 
by interference by Contractor (or its employees, agents, officers 
or Subcontractors or any other Persons for whom Contractor may be 
contractually or legally responsible) with or hindering the 
progress or completion of work being performed by such 
Subcontractor or other Person as described in Section 23.1, or 
failure of Contractor or its employees, agents, officers or 
Subcontractors or any other Persons for whom Contractor may be 
contractually or legally responsible to cooperate reasonably with 
other contractors in accordance therewith.

        18.1.2     Subject to Section 18.1.3, Contractor shall 
release, defend, indemnify and hold harmless each Indemnified 
Party from and against any and all claims, damages, losses, 
liabilities, costs and expenses, including attorneys' fees as 
they are incurred, arising out of, relating to or resulting from 
errors, omissions, inconsistencies or other defects in the Design 
Documents, regardless of whether such errors, omissions, 
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inconsistencies or defects were also included in the Concept 
Design or Reference Documents.  Contractor agrees that, because 
the Concept Design and Reference Documents are preliminary and 
conceptual in nature and are subject to review and modification 
by Contractor, Contractor shall have no right to claim that any 
Indemnified Party is responsible for any errors, omissions, 
inconsistencies or other defects contained therein.

        18.1.3     Contractor's indemnity obligation to any 
Indemnified Party shall not extend to any loss, damage or expense 
arising solely from the gross negligence or willful misconduct of 
such Indemnified Party, as finally determined by a court of 
competent jurisdiction, without imputation of any gross 
negligence or willful misconduct of any Indemnified Party to any 
other Indemnified Party.

        18.1.4     In claims by an employee of Contractor, a 
Subcontractor, anyone directly or indirectly employed by them or 
anyone for whose acts they may be liable, the indemnification 
obligation under this Section 18.1 shall not be limited by a 
limitation on the amount or type of damages, compensation or
benefits payable by or for Contractor or a Subcontractor under
workers' compensation, disability benefit or other employee
benefits laws.

        18.1.5     Contractor hereby acknowledges and agrees that 
it is Contractor's obligation to cause the Project to be designed 
and to construct the Project in accordance with the Contract 
Documents and that the Indemnified Parties described above are 
fully entitled to rely on Contractor's performance of such 
obligation.  Contractor further agrees that any review and/or 
approval by Program Manager and/or others hereunder shall not 
relieve Contractor of any of its obligations under the Contract 
Documents or in any way diminish its liability for performance of 
such obligations or its obligations to provide indemnities hereunder.

18.2 No Effect on Other Rights

The foregoing obligations shall not be construed to negate, abridge, 
or reduce other rights or obligations which would otherwise exist in 
favor of an Indemnified Party hereunder or under applicable law.

18.3 CERCLA Agreement

Without limiting their generality, the indemnity set forth in 
Section 18.1.1(g) is intended to operate as an agreement pursuant 
to Section 107(e) of the Comprehensive Environmental Response, 
Compensation and Liability Act, 42 U.S.C. Section 9607(e), to 
insure, protect, hold harmless and indemnify the Indemnified 
Parties.
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ARTICLE 19.  DISPUTE RESOLUTION

19.1 Decision by Program Manager; Conditions Precedent to Adjudication

        19.1.1     Disputes arising in the performance of this 
Contract (excluding any disagreement regarding matters subject to 
a sole discretion standard hereunder) which are not resolved 
informally, whether through the partnering process described in 
Section 19.4 or otherwise, shall be decided in writing by a 
decision of Program Manager under this Article 19, by issuance of 
a Directive Letter by Developer under Section 13.1.1.3, or by  
issuance of a marked-up Change Order under Section 13.12.  Contractor 
may request at any time that a decision be issued, or Program Manager 
may issue a decision without having received any such request.  
Program Manager's failure to respond to a request for a decision 
within 14 days after request shall be deemed a rejection.  Program 
Manager's decision shall be final and conclusive unless within ten 
days from the date of receipt of a copy of the decision, Contractor 
delivers a written appeal to the Program Manager's Project Director.

        19.1.2     If a written appeal is timely received, the 
Program Manager's Project Director will either hear the appeal or 
appoint a representative to hear the appeal (who shall not be the 
same individual who made the original decision).  In connection 
with any such appeal, Contractor shall be afforded an opportunity 
to be heard and to offer evidence in support of its position.  
The final decision of the Program Manager shall be issued within 
14 days after the hearing or such longer period as is mutually 
agreeable to the parties.  Such final decision shall be binding 
upon Contractor and Contractor shall abide by the decision, 
subject only to its right to bring a court action as specified in 
Section 19.1.3.

        19.1.3     As conditions precedent to Contractor's right to  
bring any court action regarding a dispute hereunder:

          (a)   all notices required under Section 13.3.2 shall 
have been properly delivered;

          (b)   a final decision of Program Manager shall have 
been issued under Section 19.1.2 or Developer shall have issued a 
Directive Letter under Section 13.1.1.3; and

          (c)   Contractor shall have provided Program Manager 
with written notice rejecting Program Manager's final decision under 
Section 19.1.2 or stating that Contractor objects to Developer's 
Directive Letter (as appropriate) within 30 days after issuance 
thereof.

        If at any time in the process a dispute is resolved, whether 
by mutual agreement or by Contractor's failure to proceed to the 
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next step in the dispute resolution process, Contractor must sign 
an unconditional release as to any and all matters arising from 
the dispute.

        19.1.4     The New Jersey Contractual Liability Act, 
N.J.S.A. 59:13-1 et seq., shall govern any action which may be 
brought by Contractor as a result of Program Manager's decision.

19.2 Consent To Jurisdiction

Each party hereto, by entering into this Contract, consents and 
submits to the exclusive jurisdiction of the courts of New Jersey 
over any action at law, suit in equity or other proceeding that 
may arise out of this Contract, and Contractor agrees, during the 
period of performance hereunder (including during the Warranty 
period), to maintain within the State of New Jersey an agent to 
accept service of legal process on its behalf.  Absent 
notification to the contrary the agent for service of process for 
each party shall be deemed to be the individual identified in 
Section 24.10 for delivery of notices.

19.3 Continuance of Work During Dispute

At all times during the course of the dispute resolution process, 
but subject to Contractor's rights under Section 16.3.2, Contractor 
shall continue with the Work as directed, in a diligent manner and 
without delay, and shall be governed by all applicable provisions of 
the Contract Documents.  Records of the Work shall be kept in 
sufficient detail to enable payment in accordance with applicable 
provisions in the Contract Documents, if this should become necessary.

19.4 Partnering

        19.4.1    Objectives

        Developer intends to encourage partnering among Developer, 
State, SJTA, Program Manager, Contractor and Subcontractors.  The  
partnering process will be structured to draw on the strengths of 
each organization to identify and achieve reciprocal goals.  The  
objectives are effective, efficient, quality contract performance 
and completion within budget, on schedule and in accordance with 
the Contract Documents.  Contractor agrees to seek to obtain a 
solution through the partnering process before making any request 
for a Program Manager decision under Section 19.1.

        19.4.2    Costs

        Contractor shall be responsible for engaging a facilitator 
acceptable to Developer to conduct the initial team-building 
workshop and any follow-up workshops agreeable to Developer and 
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Contractor.  Other than the cost of the facilitator, Developer 
and Contractor will each be responsible for any expense incurred 
by its respective organization for salary, meals, travel, and 
lodging of participants and similar items.

        19.4.3    Legal Effect

        The establishment of a partnering charter will not change 
the legal relationship of the parties to the Contract nor relieve 
either party from any of the terms of the Contract.

ARTICLE 20.  ACCEPTANCE

20.1 Substantial Completion

        20.1.1     Contractor shall provide a notice of anticipated 
Substantial Completion to Program Manager when all of the 
following conditions to Substantial Completion have occurred:  

          (a)   Contractor has completed the Project (except for 
Punch List items and final cleanup);

          (b)   All construction associated with the Project has 
been performed in accordance with the requirements of the 
Contract Documents; and

          (c)   The Project may be operated without damage to the 
Project or any other property on or off the Site, and without 
injury to any Person.

        20.1.2     As promptly as is practicable after receipt of 
the notice of anticipated Substantial Completion pursuant to 
Section 20.1.1, Program Manager shall, after consultation with 
the State and SJTA, advise Contractor in writing of any of the 
following of which Program Manager then has knowledge:  (a) defects 
in the Project, and/or (b) deficiencies in the Project relating to 
any of the items described in Section 20.1.1(a), (b) or (c) , and/or 
(c) deviations of any installed equipment, materials and workmanship 
from the requirements of the Contract Documents.  Contractor shall, 
at its own cost and expense, correct such defects, deficiencies and 
deviations to Program Manager's, State's and SJTA's satisfaction.  
"Substantial Completion" will be deemed to have occurred once 
such corrections have been made and a "Certification of Substantial 
Completion" has been issued by Program Manager to Developer, State 
and SJTA, with a copy to Contractor.

        20.1.3     Refer to Sections 105.21 and 107.18 of the 
General Provisions regarding possible early opening of portions 
of the Project.
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20.2 Final Acceptance

        20.2.1     Promptly after Substantial Completion of the 
Project, Contractor shall perform all Punch List items and all 
Work, if any, which was waived for purposes of Substantial 
Completion, and shall satisfy all of its other obligations under 
the Contract Documents, including ensuring that the Project has 
been completed and all components have been properly adjusted and
tested.  Final Acceptance of the Project shall be deemed to have 
occurred when all of the following have occurred:

          (a)   All requirements for Substantial Completion of 
the Project shall have been fully satisfied.

          (b)   Program Manager and SJTA shall have received all
Construction Documents, as-built drawings of the Project, 
manufacturers' data, catalogues, and all maintenance manuals for 
all equipment throughout the Project, right-of-way record maps, 
surveys, test data and other deliverables required under the 
Contract Documents.

          (c)   All special tools purchased by Contractor as 
provided in the Contract Documents shall have been delivered to 
SJTA and all replacement spare parts shall have been purchased 
and delivered to SJTA free and clear of Liens.

          (d)   All of Contractor's and Subcontractors' 
personnel, supplies, equipment, waste materials, rubbish and 
temporary facilities shall have been removed from the Site.  

          (e)   Contractor shall have delivered to Program 
Manager, State and SJTA satisfactory evidence that there are no 
outstanding claims of Contractor or claims, Liens or stop notices 
of any Subcontractor or laborer with respect to the Work, other 
than any previously submitted unresolved claims of Contractor and
any claims, Liens or stop notices of a Subcontractor or laborer 
being contested by Contractor (in which event Contractor shall 
provide a certification listing all such matters with such detail
as is requested by Program Manager and, with respect to all 
Subcontractor and laborer claims, Liens and stop notices, shall 
include a representation of Contractor that it is diligently and 
in good faith contesting such matters by appropriate legal 
proceedings which shall operate to prevent the enforcement or
collection of the same).  For purposes of such certificate, the 
term "claim" shall include all matters or facts which may give 
rise to a claim.

           (f)   The Punch List items shall have been completed to 
the satisfaction of Program Manager, State and SJTA, all of 
Contractor's other obligations under the Contract Documents 
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(other than obligations which by their nature are required to be 
performed after Final Acceptance) shall have been satisfied in 
full or waived, and Program Manager, State and SJTA shall have 
delivered to Contractor a Notice of Final Acceptance to the 
effect of the foregoing.

           (g)   Program Manager shall have delivered to Developer, 
State and SJTA a "Certification of Final Acceptance," with a copy to 
Contractor.  Said certification shall state that the Work has been 
constructed in accordance with the Final Design Documents, subject 
only to the exceptions noted in said certification and set forth in 
the as-built drawings.

        20.2.2     The occurrence of the Final Acceptance Date shall
not relieve Contractor, any Subcontractor or the Surety from any 
continuing obligations under the Contract Documents.

        20.2.3     Provided that all conditions to Final Acceptance
have occurred, Contractor shall have the right to replace the 
Performance Bond with a replacement performance bond in an amount 
and in form satisfactory to Developer, State and SJTA in their 
sole discretion (provided that it shall not be required to exceed 
$15,000,000 for the first year of the warranty period and may be 
further reduced to $5,000,000 on the first anniversary of the Final 
Acceptance Date provided Contractor is not then in default hereunder) 
or with such other security as is approved by Developer, State and 
SJTA in their sole discretion, guaranteeing due and punctual 
performance of all obligations of Contractor under the Contract 
Documents which survive Final Acceptance.

20.3 Assignment of Causes of Action

Contractor hereby offers and agrees to assign to Developer, State
and SJTA all rights, title, and interest in and to all causes  of
action  it may have under Section 4 of the Clayton Act (15 U.S.C. 
Sec.  15), arising from purchases of goods, services or materials
pursuant to this Contract.  This assignment shall be deemed made
and  shall become effective at the time final payment is tendered 
to Contractor, without further acknowledgment by the parties.

20.4 Payments to Utilities

Contractor  shall  use  all reasonable efforts  to  obtain final 
invoices from Utility Owners prior to the Final Acceptance Date. 
In  the event that any invoices have not yet been received as  of 
such   date,  Contractor  shall  provide  Program  Manager with 
sufficient  information to determine the amount to withhold from 
final payment pending receipt of such invoices.  Contractor shall
remain  obligated to pay the full amount of any such invoice  as 
and when received, regardless of the amount withheld.
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ARTICLE 21.  DOCUMENTS AND RECORDS

21.1 Escrowed Bid Documents

Prior to execution of this Contract, Contractor delivered into 
escrow one copy of all documentary information used in 
preparation of its Bid for the Project (the "Escrowed Bid Documents" 
or "EBD").  Concurrently with approval of each Change Order, if 
requested by Program Manager, one copy of all documentary 
information used in preparation of the Change Order shall be added 
to the Escrowed Bid Documents.  The EBD will be held in escrow until 
all of the following have occurred: (a) 180 days have elapsed from 
Final Acceptance or termination of the Work, as applicable, (b) all 
disputes regarding this Contract have been settled, and (c) final 
payment on this Contract has been made by Developer and accepted by 
Contractor.

        21.1.1     The EBD shall be available during business hours
for joint review by representatives of Contractor, Developer, State, 
SJTA and Program Manager in connection with the resolution of 
disputes and as described in Section 21.1.5 below.  The EBD are, 
and shall always remain, the property of Contractor, subject to 
Program Manager's right to review the EBD as provided herein.  
Copies of the EBD shall be provided to the courts of the State of 
New Jersey and other dispute resolvers upon request by Developer.

        21.1.2     Contractor represents and warrants that the EBD 
delivered into escrow prior to execution hereof constitute all of 
the information used in the preparation of its Bid and agrees 
that no other Bid preparation information will be considered in 
resolving disputes or claims related thereto, including in any 
judicial proceeding to resolve such disputes or claims.  
Contractor also agrees that the EBD are not part of this Contract 
and that nothing in the EBD shall change or modify this Contract.

        21.1.3     Contractor represents and warrants that:

          (a)   the EBD clearly itemize the estimated costs of 
performing the Work required by the Contract Documents, all Work 
is separated into sub-items as required to present a complete and  
detailed estimate of all costs, and crews, equipment, quantities 
and rates of production are detailed;

          (c)   estimates of costs are divided into Contractor's 
usual cost categories such as direct labor, repair labor, equipment 
ownership and operation, expendable materials, permanent materials 
and subcontract costs as appropriate, plant and equipment and 
indirect costs are detailed in Contractor's usual format, and 
Contractor's allocation of plant and equipment, indirect costs, 
contingencies, markup and other items such as overhead and profit 
to each direct cost item shall be clearly identified;
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           (d)   the EBD include all assumptions, quantity 
takeoffs, rates of production and progress calculations, quotes 
from Subcontractors and suppliers, memoranda, narratives and all 
other information used by Contractor to arrive at the Contract 
Price or Change Order.

        21.1.4     It is not intended that Contractor perform any 
significant extra work in the preparation of the EBD prior to 
delivery thereof into escrow.  However, Contractor represents and
warrants that the EBD provided prior to execution of this Contract 
were personally examined prior to delivery to escrow by authorized 
officers of Contractor and that they meet the requirements of 
Section 21.1.3 and are adequate to enable a complete understanding 
and interpretation of how Contractor arrived at its Bid Price.  
Contractor also represents and warrants that the EBD provided in 
connection with Change Orders will be personally examined prior 
to delivery to escrow by authorized officers of Contractor and 
that they will meet the requirements of Section 21.1.3 and will 
be adequate to enable a complete understanding and interpretation 
of how Contractor arrived at its Change Order.

        21.1.5     Upon request by Program Manager at any time 
following issuance of NTP1, representatives of Program Manager 
and Contractor shall jointly review the EBD to determine whether 
it is complete, and shall organize the EBD and label each page so 
that it is obvious that the page is a part of the EBD and so as 
to enable a person reviewing a page out of context to determine
where it can be found within the EBD.  The representatives shall 
also compile an index listing each document included in the EBD 
and briefly describing the document and its location in the EBD, 
which shall be kept with the EBD.  In the event that, following 
the initial organization, Program Manager determines that the EBD 
is incomplete, Program Manager may request Contractor to supply 
data to make the EBD complete.  Contractor shall provide all such
data within three business days of the request, and at that time 
it will be date stamped, labeled to identify it as supplementary  
EBD information, and added to the EBD.  Contractor shall have no 
right to add documents to the EBD except upon Program Manager's 
request.  At Program Manager's option, which may be exercised at 
any time, the EBD associated with any Change Order shall be 
reviewed, organized and indexed in the same manner as set forth 
in this Section 21.1.5.

        21.1.6     The EBD shall at all times be treated as 
proprietary and confidential information and shall be used only 
for purposes described in Section 21.1.1.

21.2 Subcontractor Bid Documents

Contractor shall require each Subcontractor whose Subcontract 
price equals or exceeds $5,000,000 to submit to Contractor a copy
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of all documentary information used in preparing its sub-bid, 
immediately prior to executing the Subcontract, to be held by the 
same escrow depository which is holding the EBD and which shall 
be accessible by Contractor and its successors and assigns  
(including Developer, State and SJTA), the courts of the State of 
New Jersey and other dispute resolvers, on terms substantially 
similar to those contained herein.  Each such Subcontract shall 
include a representation and warranty from the Subcontractor 
stating that its EBD constitute all the documentary information 
used in preparation of its sub-bid.  Each Subcontract with a 
Subcontractor whose Subcontract price is less than $5,000,000 
shall require the Subcontractor to preserve all documentary 
information used in preparing its sub-bid and to provide such 
documentation to Contractor and/or Program Manager in connection 
with any claim exceeding $250,000 made by such Subcontractor.

21.3 Maintenance of, Access to and Audit of Records

Contractor shall maintain at the Project Manager's office a 
complete set of all books and records prepared or employed by 
Contractor in its management, scheduling, cost accounting and 
otherwise with respect to the Project.  Contractor shall also 
maintain such additional records as Developer may reasonably 
request from time to time.  Until the date specified in 
Section 21.4, Contractor shall grant to Program Manager, 
Developer, State and/or SJTA such audit rights and allow 
Developer such access to and the right to copy such books and 
records as any such Person may request in connection with the 
issuance of Change Orders, the resolution of disputes and such  
other matters as Developer, State and/or SJTA reasonably deem 
necessary for purposes of verifying compliance with this Contract 
and applicable law.

        21.3.1     Where the payment method for any Work is on  a
cost-plus basis, such examination and audit rights shall include 
all books, records, documents and other evidence and accounting 
principles and practices sufficient to reflect properly all 
direct and indirect costs of whatever nature claimed to have been 
incurred and anticipated to be incurred for the performance of 
such Work.  If audit indicates Contractor has been overcredited 
under a previous progress report or progress payment, that 
overcredit will be credited against current progress reports or 
payments.

        21.3.2     For cost and pricing data submitted in connection
with pricing Change Orders, unless such pricing is based on adequate 
price competition, established catalog or market prices of commercial 
items sold in substantial quantities to the public, or prices set by 
law or regulation, Developer, State, SJTA and their representatives 
have the right to examine all books, records, documents and other 
data of Contractor related to the negotiation of or performance of 
Work under such Change Orders for the purpose of evaluating the 
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accuracy, completeness and currency of the cost or pricing data 
submitted.  The right of examination shall extend to all documents 
deemed necessary by such Persons to permit adequate evaluation of the 
cost or pricing data submitted, along with the computations and 
projections used therein.

21.4 Retention of Records

Contractor shall maintain all records and documents relating to 
this Contract and the Project (including copies of all original 
documents delivered to Program Manager, Developer, State and/or 
SJTA) for six years after the Final Acceptance Date or 
termination date, as applicable, and shall notify Developer, 
State and SJTA where such records and documents are kept.  
Notwithstanding the foregoing, all records which relate to Claims 
being processed or actions brought under the dispute resolution 
provisions or which are relevant to any ongoing inquiry by any 
Governmental Person shall be retained and made available until 
such actions, Claims and inquiries have been finally resolved.  
Records to be retained include the EBD and all books and other 
evidence bearing on Contractor's costs and expenses under the  
Contract Documents.  Contractor shall make these records and 
documents available for audit and inspection to Developer, State 
and SJTA, at Contractor's office, at all reasonable times, 
without charge, and shall allow such Persons to make copies of 
such documents (at no expense to Contractor).  If approved by 
Developer, State and SJTA, photographs, microphotographs or other 
authentic reproductions may be maintained instead of original 
records and documents.

21.5 Public Records

        21.5.1     Contractor acknowledges and agrees that all 
records, documents, drawings, plans, specifications and other 
materials in Developer's or Program Manager's possession relating 
to the Project, including materials submitted by Contractor, may 
be subject to statutes and common law allowing access to public 
records.  Contractor shall be solely responsible for all 
determinations regarding whether information provided is entitled 
to confidentiality under such laws, and for clearly and 
prominently marking each and every page or sheet of materials 
with "Trade Secret" or "Confidential" as it determines to be  
appropriate.  Contractor is advised to contact legal counsel 
concerning such laws and their application to Contractor.

        21.5.2     If any of the materials submitted by Contractor 
are clearly and prominently labeled "Trade Secret" or 
"Confidential" by Contractor, Developer will notify Contractor in 
the event that State and/or SJTA notifies Developer of any 
request for the disclosure of such materials.  Under no 
circumstances, however, will Developer, Program Manager, State or 
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SJTA be responsible or liable to Contractor or any other Person 
for the disclosure of any such labeled materials, whether the 
disclosure is required by law, by court order or occurs through 
inadvertence, mistake or negligence on the part of Developer, 
State, SJTA or Program Manager.

         21.5.3     In the event of litigation concerning the 
disclosure of any material submitted by Contractor to Developer 
or Program Manager, Developer's, Program Manager's, State's and 
SJTA's sole involvement will be as a stakeholder retaining the 
material until otherwise ordered by a court, and Contractor shall 
be fully responsible for otherwise prosecuting or defending any 
action concerning the materials at its sole expense and risk.

ARTICLE 22.  VALUE ENGINEERING

This Article 22 sets forth the requirements applicable to 
preparation, review and approval of Value Engineering Change 
Proposals ("VECP's") submitted by Contractor for the purpose of 
enabling Contractor and Developer to take advantage of potential 
cost savings from changes in the  requirements of the Contract 
Documents.  Contractor is encouraged to submit VECP's whenever it
identifies potential savings or improvement.  Program Manager may 
also request Contractor to develop and submit a specific VECP.  
Contractor has the right to refuse to consider such Program  
Manager-ordered VECP.

22.1 Description of VECP's

A VECP is a proposal developed and documented by Contractor which:

     (a)  Requires a change in the requirements of the Contract 
Documents in order to be implemented; and

     (b)  Reduces the Contract Price without impairing essential 
functions or characteristics of the Work, including the meeting 
of requirements pertaining to functionality contained in the 
Special Provisions and all Governmental Approvals, and provided 
that it is not based solely upon a change in quantities.  

22.2 Information to be Provided

At a minimum, the following information shall be submitted by 
Contractor with each VECP:

      (a)  Description of the existing Contract requirements which 
are involved in the proposed change;

      (b)  Description of the proposed change;
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      (c)  Discussion of differences between existing requirements 
and the proposed change, together with advantages and 
disadvantages of each changed item; 

      (d)  Itemization of the Contract requirements which must be 
changed if the VECP is approved (e.g., drawing numbers and 
specifications); 

      (e)  Justification for changes in function or characteristics 
of each item, and effect of the change on the performance of the end 
item, as well as on the meeting of requirements contained in the 
Contract Documents;

      (f)  Date or time by which a Change Order adopting the VECP 
must be issued in order to obtain the maximum cost reduction, 
noting any effect on the Project Schedule;

      (g)  Cost estimate for existing Contract requirements compared 
to Contractor's cost estimate of the proposed changes;

      (h)  Costs of development and implementation by the Contractor.

22.3 Review of VECP's

Contractor shall submit VECP's to the Program Manager.  Program 
Manager will endeavor to process proposals expeditiously, but 
Developer, State, SJTA and Program Manager shall not be liable 
for any delay in acting upon any proposal submitted pursuant to 
this Article 22.  Contractor may withdraw all or part of any VECP 
at any time prior to approval by Developer, but shall, in any 
such case, be liable for costs incurred by Developer, State 
and/or SJTA in reviewing the proposal.  In all other situations 
each party shall bear its own costs in connection with 
preparation and review of VECP's.

22.4 Approval of VECP's

Developer may approve, in its sole discretion, in whole or in
part, by Change Order, any VECP submitted.  Designs for approved 
VECP's shall be prepared by Contractor for incorporation into the 
Design Documents.  Until a Change Order is issued on a VECP, 
Contractor shall remain obligated to perform in accordance with 
the Final Design Documents and other Contract Documents.  The 
decision of Developer as to rejection or approval of any VECP 
shall be at the sole discretion of Developer and shall be final 
and not subject to review by the courts.
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22.5 Contract Price Adjustment

If Developer accepts a VECP submitted by Contractor pursuant to
this Article 22, the Contract Price shall be adjusted in 
accordance with the following:

      22.5.1     The term "estimated net savings" as used herein 
shall mean (a) the difference between the cost of performing the 
Work according to the Contract Documents and the actual cost to 
perform it according to the proposed change, less (b) the costs 
of studying and preparing the VECP as proven by Contractor and 
approved by Developer in accordance with the Change Order 
procedures set forth herein, less (c) any additional costs 
incurred by Developer resulting from the VECP.  Contractor's 
profit shall not be considered part of the cost.

      22.5.2     Except as specified in Section 22.5.4, Contractor 
is not entitled to share in either collateral or future Contract 
savings.  The term "collateral savings" means those measurable 
net reductions in costs of operation resulting from the VECP, 
including maintenance and logistics.  The term "future Contract 
savings" shall mean reductions in the cost of performance of 
future construction contracts for essentially the same item 
resulting from a VECP submitted by the Contractor.

      22.5.3     Subject to Section 22.5.4, the Contract Price 
shall be reduced by an amount equal to 50% of estimated net 
savings, provided that Contractor's profit shall not be reduced 
by application of the VECP.  In such event 50% of the savings 
amount shall be added to the Contingency and the remaining 50% 
shall be held as Retainage.

      22.5.4     In a case where Contractor proposes that an 
adjustment be made to the planned acquisition of real property or 
to the area which has not been environmentally cleared for the 
Project in order to result in an overall cost savings to the 
Project (such as a proposal that additional real property be 
purchased outside of the Right of Way Limits in order to save on 
the cost of building a wall, or a proposal which would enable a 
reduction in the portion of the Project budget allocated to real 
property acquisitions by incurring additional construction 
costs):  the VECP shall compare (a) the incremental reduction in 
costs (such as for not designing and building a wall) and (b) the 
costs involved in adjusting the real property limits or 
environmental clearances (which shall be based on Contractor's 
additional costs, such as for providing real property acquisition 
support services (including profit) plus additional costs of 
                                112
<PAGE>
Developer, State, SJTA and Program Manager, including costs of 
personnel as well as out-of-pocket costs such as the price of the 
additional real property and/or environmental clearances and 
attorneys' fees) or shall compare (y) the incremental reduction 
in costs (if any) for not acquiring the unnecessary real property 
and (z) the additional construction costs to be incurred.  The 
estimated net savings shall be shared so as to achieve the same 
result as other VECP's (i.e., 50% shall go to the Contingency and 
50% shall be held as Retainage).  Developer, State, SJTA and 
Program Manager shall be reimbursed for their costs and expenses 
associated with the acquisition and the change in the Work, with 
the amount of the reimbursement to be deducted from the Contract
Price.  Footnote 2 sets forth an example of how the estimated net
savings would be determined.2/
__________________________
2/    The following example concerns a proposal by Contractor to 
acquire additional Right of Way in lieu of wall construction.  

<TABLE>
                                    CALCULATION OF VECP SAVINGS
<S>                             <C>             <C>                     <C>

                                Existing         VECP Cost              Net Savings 
Category                        Contract        Calculations            From VECP

Cost of Wall                    $250,000
Cost of Preparing VECP                          ($ 10,000)
Contractor's Expenses                           (  15,000) 
Program Manager Costs                           (  10,000)
Costs of property acquisition                   ( 150,000)
                                                __________
     Total                      $250,000 less   ($185,000) equals          $65,000

                                      CONTRACT ADJUSTMENT

 Cost of Wall in Existing Contract    ($250,000)
 Cost of VECP Preparation               $10,000
 Contractor's Additional Costs          $15,000 
 Reimbursement of acquisition costs    $150,000
 Reimbursement to Program Manager       $10,000
 Amount added to Contingency            $32,500
                                      __________
 Total Reduction in Contract Price     ($32,500)
 Additional Retainage Required          $32,500
            (Contractor's 50% share of savings)
 </TABLE>
                               113       
 <PAGE>
22.6 Float

If an approved VECP results in a time savings to the Contract, 
Developer shall be entitled to the benefit of Float derived 
therefrom in accordance with Section 4.3.2.2.

ARTICLE 23.  COOPERATION AND COORDINATION WITH OTHER CONTRACTORS, 
             LOCAL AGENCIES AND DEVELOPERS

23.1 Cooperation with Contractors

Developer reserves the right to contract for and perform other or 
additional work on or near the Site.  State and/or SJTA may also 
contract for and perform other or additional work.  Contractor 
shall cooperate with such other contractors to the extent 
reasonably necessary for the performance by such other 
contractors of their work, and shall cause its employees, agents, 
officers and Subcontractors and other Persons for whom Contractor 
may be contractually or legally responsible to so cooperate.  If 
other separate contracts are awarded by Developer, State or  SJTA 
which affect the Work, Contractor shall conduct its Work without 
unreasonably interfering with or hindering the progress or 
completion of the work being performed by other contractors.

23.2 Interference by Other Contractors

If Contractor asserts that any of Developer's other contractors 
or any of State's or SJTA's contractors have hindered or interfered 
with the progress or completion of the Work, then Contractor's sole 
remedy shall be to seek recourse against such other contractors.  
In any event, Contractor shall notify Program Manager within 24 hours 
of such interference by other contractors.  Contractor shall have the 
right to ask Program Manager to act as an arbitrator for resolution of 
such dispute, provided the other contractor and its sureties have 
agreed to submit the dispute to Program Manager, and provided that 
such proceeding shall be conducted at no cost to Program Manager.

23.3 Coordination with Local Agencies and Developers

Contractor  shall coordinate with local agencies and with owners 
of property adjoining the Project, as more particularly described 
in the Scope of Work.                                            

ARTICLE 24.  MISCELLANEOUS PROVISIONS

24.1 Roles of Program Manager, State and SJTA

        24.1.1     The Contract Documents specify that Program 
Manager will undertake certain activities with respect to the 
Project.  In undertaking such activities Program Manager is 
acting as the agent for Developer, State and SJTA.  Program 
Manager has authority to sign Contingency Change Orders but has 
no authority to agree to an increase in the Contract Price except 
                               114
<PAGE>
for amounts payable solely from the Contingency, or to agree to  
any extension of the Guaranteed Completion Date, or to direct 
Contractor to take any action which would entitle Contractor to 
an increase in the Contract Price from any source other than the 
Contingency or to any extension of the Guaranteed Completion 
Date.  Developer shall have the right to designate another 
Program Manager at any time, or to undertake directly any of 
Program Manager's tasks.  Any change in such designation shall be 
effective upon delivery to Contractor, with copies to all other 
interested parties, of notification regarding the change.  
Contractor acknowledges and agrees that Developer is relying 
exclusively on Program Manager to administer and supervise this 
Contract and the Work and except for the payments required from 
Developer in this Contract (subject to the limitations contained 
in this Contract), Developer has no responsibilities or liability 
to Contractor hereunder,

        24.1.2     Notwithstanding the approval and other rights of
State and SJTA referred to in the Contract Documents, Contractor 
is not authorized or required to and shall not accept directions, 
decisions or orders from State, SJTA or anyone else other than 
Developer or Program Manager.

24.2 Waiver

Either party's waiver of any breach or failure to enforce any of 
the terms, covenants, conditions or other provisions of the 
Contract Documents at any time shall not in any way limit or 
waive that party's right thereafter to enforce or compel strict 
compliance with every term, covenant, condition or other 
provision, any course of dealing or custom of the trade 
notwithstanding.  Furthermore, if the parties make and implement 
any interpretation of the Contract Documents without documenting 
such interpretation by an instrument in writing signed by both 
parties, such interpretation and implementation thereof will not 
be binding in the event of any future disputes.

24.3 Independent Contractor

Contractor is an independent contractor, and nothing contained in 
the Contract Documents shall be construed as constituting any 
other relationship with Developer, State or SJTA.  In no event 
shall the relationship among Developer, State and SJTA, on the 
one hand, and Contractor, on the other, be construed as creating 
any relationship whatsoever between Developer, State or SJTA and 
Contractor's employees.  Neither Contractor nor any of its 
employees is or shall be deemed to be an employee of Developer,  
State or SJTA.  Except as otherwise specified in the Contract 
Documents, Contractor has sole authority and responsibility to 
employ, discharge and otherwise control its employees and has 
complete and sole responsibility as a principal for its agents, 
for all Subcontractors and for all other Persons that Contractor 
                               115
<PAGE>
or any Subcontractor hires to perform or assist in performing the 
Work.

24.4 Successors and Assigns

The Contract Documents shall be binding upon and inure to the 
benefit of Developer and Contractor and their permitted 
successors, assigns and legal representatives.

        24.4.1     Contractor hereby consents to any assignment or
delegation of the obligations of this Contract, or both, in whole 
or in part by Developer to State, SJTA or any Affiliate of Mirage 
Resorts, Incorporated.  In the event of such an assignment and 
delegation, the term "Developer" as used in this Contract shall 
be deemed to mean such assignee.  

        24.4.2     Developer may assign all or part of its right, 
title and interest in and to, and delegate its obligations under, 
the Contract Documents, including rights with respect to the 
Payment and Performance Bonds, to any other Person, with the 
prior written approval of Contractor.

        24.4.3     Contractor may assign only its rights to receive 
payment under the Contract Documents.  The assignment instrument 
shall incorporate Section 3.1.2 in its entirety, and a copy of 
said instrument shall be delivered to Developer, State and SJTA 
as a condition to its effectiveness.  Contractor may not delegate 
any of its duties hereunder, except to Subcontractors to the 
extent expressly permitted in the Contract Documents.  Contractor's 
assignment or delegation of any of its Work under the Contract 
Documents shall be ineffective to relieve Contractor of its 
responsibility for the Work assigned or delegated, unless 
Developer, in its sole discretion, has expressly approved such 
relief from responsibility in writing.

24.5 Designation of Representatives; Cooperation with Representatives

        24.5.1     Developer and Contractor shall each designate an 
individual or individuals who shall be authorized to make 
decisions and bind the parties on matters relating to the Contract 
Documents.  Appendix 4 hereto provides the initial designations.  
Such designations may be changed by a subsequent writing delivered 
to the other party in accordance with Section 24.10.  The parties 
may also designate technical representatives who shall be authorized 
to investigate and report on matters relating to the construction of 
the Project and negotiate on behalf of each of the parties but who 
do not have authority to enter into binding agreements.
                             116
<PAGE>
        24.5.2     Contractor shall cooperate with Developer and all
representatives of Developer designated as described above.  
Contractor shall provide such data, reports, certifications, 
opinions of counsel regarding matters such as existence and  
authorization, and other documents or assistance as may be 
reasonably requested in connection with funding for the Project,
provided, however, that provision of this information shall not  
in any manner diminish Contractor's rights or obligations under 
any other provision of the Contract Documents.

24.6 Gratuities

Neither Contractor nor any of its employees, agents and 
representatives shall offer or give to an officer, official or 
employee of Developer, Program Manager, State or SJTA gifts, 
entertainment, payments, loans or gratuities.  Additional 
prohibitions governing gifts to State and SJTA employees or their 
relatives are contained in Section 109.15 of the General 
Provisions.  Contractor represents and warrants that it has not 
previously offered or given any gifts, entertainment, payments, 
loans or gratuities in violation of such prohibitions.

24.7 Payment of Tolls

Contractor acknowledges and agrees that individuals working on 
the Project for Contractor will be required to pay tolls when 
using toll roads, including tolls for use of the Project after 
Substantial Completion if it is used as a toll road.  Contractor 
shall not be entitled to reimbursement for any such tolls.

24.8 Limitation on Actions Against State, SJTA and Program 
     Manager; Third Party Beneficiaries

        24.8.1     Contractor acknowledges that the Project is being
constructed for the benefit of State and SJTA as well as Developer 
and others, and accordingly, subject to the provisions of Sections 
3.2.9 and 24.1.2, State and SJTA, and each of them, may enforce all 
of the terms of the Contract against Contractor as if State and SJTA 
were signatories to this Contract.  Contractor acknowledges that 
Contractor has no right of action against State or SJTA.  All limits 
of liability and defenses afforded to Developer under this Contract 
shall apply equally to and be available to SJTA and State in regard 
to any claims made by Contractor.

        24.8.2     Contractor acknowledges and agrees that neither 
it nor any of its Subcontractors has or will have a contractual 
relationship with Program Manager hereunder, and therefore that 
neither Contractor nor any of its Subcontractors has any right of 
action against Program Manager hereunder with respect to any 
action or failure to act of Program Manager.
                               117
<PAGE>
        24.8.3     It is not intended by any of the provisions of
the Contract Documents to create any third party beneficiary 
hereunder, except to the extent specified in Section 24.8.1, or 
to authorize anyone else not a party hereto to maintain a suit 
for personal injury or property damage pursuant to the terms or 
provisions hereof.  The duties, obligations and responsibilities 
of the parties to the Contract Documents with respect to such 
third parties shall remain as imposed by law.  The Contract 
Documents shall not be construed to create a contractual 
relationship of any kind between Developer and a Subcontractor or
any other Person except Contractor.

24.9 Governing Law

The Contract Documents shall be governed by and construed in
accordance with the laws of the State of New Jersey.

24.10     Notices and Communications

        24.10.1   Notices under the Contract Documents shall be in 
writing and (a) delivered personally, or (b) sent by certified mail, 
return receipt requested, or (c) sent by a recognized overnight mail 
or courier service, with delivery receipt requested, or (d) sent by 
facsimile communication followed by a hard copy or with receipt 
confirmed by telephone, to the following addresses (or to such other 
address as may from time to time be specified in writing by such 
Person):

All correspondence with Contractor shall be sent to Contractor's 
Project Manager or as otherwise directed by Project Manager.   The 
address for such communications shall be:

        Yonkers Contracting Company, Inc./Granite Construction Co.
        A Joint Venture
        ATTN:  Lawrence W. Klein
        969 Midland Avenue
        Yonkers, NY 10704

In addition, copies of all notices to proceed and suspension, 
termination and default notices shall be sent as follows:

        Yonkers Contracting Company, Inc./Granite Construction Co.
        A Joint Venture
        ATTN:  Lawrence W. Klein
        969 Midland Avenue
        Yonkers, NY 10704

All communications to Developer or to Program Manager shall be 
delivered to the following address:
                               118
<PAGE>
      Parsons Brinckerhoff - FG, Inc.
      506 Carnegie Center Drive, Suite 200
      Princeton, NJ  08540
      FAX:  (609) 734-6900
      Attn:  Richard T. Fischer, Program Manager

Copies of default notices and notices relating to termination by 
Contractor or to failure of Contractor to receive any undisputed
payment shall also be sent to:

        Mirage Resorts, Incorporated
        3400 Las Vegas Boulevard South
        Las Vegas, NV  89109
        FAX:  (702) 791-5787
        Attn:  Bruce A. Levin, Esq.
        
        Atlandia Design and Furnishings, Inc.
        3260 South Industrial Road
        Las Vegas, NV  89109
        FAX:  (702) 792-4790
        Attn:  Kenneth R. Wynn, President

        State of New Jersey Department of Transportation
        Commissioner of Transportation
        CN600
        Trenton, NJ  08625
        FAX:  (609) 530-3894
        Attn:  John J. Haley, Jr.

        South Jersey Transportation Authority
        P.O. Box 351
        Hammonton, NJ  08037
        FAX:  (609) 965-7597
        Attn:  James A. Crawford, Executive Director

        24.10.2    Notices shall be deemed received when actually
received in the office of the addressee (or by the addressee if
personally delivered) or when delivery is refused, as shown on 
the receipt of the U. S. Postal Service, private carrier or other 
Person making the delivery.  Notwithstanding the foregoing, 
notices sent by facsimile after 4:00 p.m. Eastern Standard or 
Eastern Daylight Time (as applicable) and all other notices 
received after 5:00 p.m. shall be deemed received on the first 
business day following delivery (that is, in order for a fax to 
be deemed received on the same day, at least the first page of 
the fax must have been received before 4:00 p.m. on a business 
day).  Any technical or other communications pertaining to the 
Work shall be handled by Contractor's Project Manager, the 
Program Manager and representatives designated by State and SJTA.  
Contractor's representatives shall be available at all reasonable  
times for consultation.  Except as otherwise provided in 
                              119
<PAGE>
Section 24.5.1, each party's representative shall be authorized 
to act on behalf of such party in matters concerning the Work.

        24.10.3    Contractor shall copy Program Manager on all 
written correspondence pertaining to this Contract between 
Contractor and any Person other than Contractor's Subcontractors,
consultants and attorneys.

24.11     Further Assurances

Contractor shall promptly execute and deliver and cause each 
Subcontractor to promptly execute and deliver to Developer all 
such instruments and other documents and assurances as are 
reasonably requested by Developer to further evidence the 
obligations of Contractor hereunder, including assurances 
regarding assignments of Subcontracts contained herein.

24.12     Severability

If any clause, provision, article, section or part of this 
Contract is ruled invalid by a court of competent jurisdiction, 
then the parties shall:  (a) promptly meet and negotiate a 
substitute for such clause, provision, article, section or part,
which shall, to the greatest extent legally permissible, effect
the original intent of the parties, including an equitable 
adjustment to the Contract Price to account for any change in the
Work resulting from such invalidated portion (provided that in no 
event shall any such adjustment require any payments to be made 
to Contractor exceeding the original Contract Price as adjusted 
by previously approved Change Orders plus the amount of any 
remaining Contingency); and (b) if necessary or desirable, apply 
to the court which declared such invalidity for a judicial 
construction of the invalidated portion to guide the 
negotiations.  The invalidity or unenforceability of any such 
clause, provision, article, section or part shall not affect the 
validity or enforceability of the balance of this Contract, which 
shall be construed and enforced as if this Contract did not contain 
such invalid or unenforceable clause, provision, article, section or 
part.

24.13     Headings

The captions of the articles and sections of the Contract 
Documents are for convenience only and shall not be deemed part 
of the Contract Documents or considered in construing the 
Contract Documents.

24.14     Entire Agreement; Amendments

The Contract Documents contain the entire understanding of the 
parties  with respect to the subject matter hereof and supersede 
all prior agreements, understandings, statements, representations 
and  negotiations between the parties with respect to its subject 
                              120
<PAGE>
matter.   The  Contract Documents may be amended only through  a 
Change Order pursuant to Article 13.

24.15     Survival

All covenants, warranties and representations contained herein 
shall survive the termination of this Contract and the Final 
Acceptance Date.   

"Developer"                   ATLANDIA DESIGN AND FURNISHINGS,
                              INC., a New Jersey corporation
                              
                              By:   KENNETH R. WYNN
                              Name:  Kenneth R. Wynn
                              Title: President
                              

"Contractor"                  Yonkers Contracting Company, Inc./
                              Granite Construction Co., 
                              A Joint Venture

                              By:  PATRICK D. MULLEN
                              Name:  Patrick D. Mullen
                              Title: Attorney-in-Fact
                              
                              
                              121
<PAGE>
APPENDIX 1 - ABBREVIATIONS AND DEFINITIONS

As used in the Contract Documents, the following abbreviations  
and terms shall have the following meanings:

                            ABBREVIATIONS

AAN       American Association of Nurserymen

AAR       Association of American Railroads

AASHTO    American Association of State Highway and Transportation 
          Officials

ACE       Atlantic City Expressway

ACI       American Concrete Institute

ADA       Americans With Disabilities Act (42 U.S.C. Sections 12101 
          et seq.)

ADU's     "All Design Unit Memoranda" as distributed by NJDOT
          from time to time

AGC       Associated General Contractors

AI        Asphalt Institute

AIA       American Institute of Architects

AISC      American Institute of Steel Construction

AISI      American Iron and Steel Institute

ANSI      American National Standards Institute

API       American Pipe Institute

ARA       American Railway Association

AREA      American Railway Engineering Association

ASCE      American Society of Civil Engineers

ASLA      American Society of Landscape Architects

ASTM      American Society for Testing and Materials

ATMS      Advanced Traffic Management System
                               122
<PAGE>
AWPA      American Wood Preservers' Association

AWWA      American Water Works Association
                 
AWS       American Welding Society

BCD       Baseline Change Documents (NJDOT)

BDC       Bridges and Structures Design Criteria (Book III)

CAFRA     Coastal Area Facilities Review Act

CIAP      Construction Industry Advancement Program of New Jersey

CPM       Critical path method

CRSI      Concrete Reinforcing Steel Institute

DBE       Disadvantaged Business Enterprise

EBD       Escrowed Bid Documents

EEI       Edison Electrical Institute

EPA       Environmental Protection Agency of the United States
          Government

FBE       Female Business Enterprise

FHWA      Federal Highway Administration

FRA       Federal Railroad Administration

FSS       Federal Specifications and Standards

IA        Independent Assurance

ICEA      Insulated Cable Engineers Association

IFB       Invitation for Bids

IMSA      International Municipal Signal Association

IPCEA     Insulated Power Cable Engineers Association

ISO       International Organization for Standardization

MBE       Minority Business Enterprise

MUTCD     Manual on Uniform Traffic Control Devices

NEC       National Electric Code
                              123
<PAGE>
NEMA      National Electrical Manufacturers Association

NIST      National Institute for Standards and Technology

NJAC      New Jersey Administrative Code

NJDEP     New Jersey Department of Environmental Protection

NJDOT     New Jersey Department of Transportation

NJSA      New Jersey Statutes Annotated

NJSP      New Jersey State Police

NJT       New Jersey Transit Corporation

NVLAP     National Verification Laboratory Acceptance Program,
          (Bureau of Standards)

OSHA      Occupational Safety and Health Administration

PCA       Portland Cement Association

PCI       Prestressed Concrete Institute

PCO       Potential Change Order

RDC       Roadway Design Criteria (Book III)

SAE       Society of Automotive Engineers

SI's      Standard Input for Supplemental Specifications (NJDOT)

SSPC      Steel Structures Painting Council

UL        Underwriter's Laboratory

USACE     United States Army Corps of Engineers

USCG      United States Coast Guard

USASI      United States of American Standard Institute

VECP      Value Engineering Change Proposal

WBS       Work breakdown structure
                           
                           DEFINITIONS

"AASHTO Standards" shall mean the requirements and standards 
applicable to performance of the Work which are set forth in 
publications of the American Association of State Highway and 
Transportation Officials.
                              124
<PAGE>
"Acceleration Costs" shall mean those fully documented increased
costs reasonably incurred by Contractor (that is, costs over and 
above what Contractor would otherwise have incurred) which are 
directly attributable to increasing the performance level of the 
Work in an attempt to complete necessary segments of the Work 
earlier than otherwise anticipated, such as for additional 
equipment, additional crews, lost productivity, overtime and 
shift premiums, increased supervision and any unexpected 
material, equipment or crew movement necessary for resequencing 
in connection with acceleration efforts.  Profit, overhead and 
indirect costs in connection with acceleration efforts shall not 
exceed the limits set forth in Section 13.7 of the Contract.

"Acceptance Testing" shall mean the inspection, sampling and/or
testing performed by Program Manager on material entering the 
Work, whether on-Site or off-Site, to determine compliance with 
the requirements of the Contract Documents.  Such testing is a  
factor in Program Manager's acceptance or rejection of the Work.  
The term "Acceptance Testing" specifically includes specialty 
testing, off-Site source inspection and testing and type approval 
of asphalt and concrete plants.

"Affiliate" shall mean, with respect to Contractor, any Person 
which directly or indirectly through one or more intermediaries 
controls, or is controlled by, or is under common control with, 
(a) Contractor or any Major Participant or (b) any Affiliate 
(under part (a)) of Contractor or any Major Participant. With 
respect to Developer and other Persons, the term "Affiliate"  
shall mean any Person which directly or indirectly through one or 
more intermediaries controls, is controlled by, or is under 
common control with such Person.  For purposes of this definition 
the term "control" means the possession, directly or indirectly, 
of the power to cause the direction of the management of a 
Person, whether through voting securities, by contract, family 
relationship or otherwise.

"As-Built Documents" shall mean the documents to be provided by 
Contractor as described in Section 109.10 of the General 
Provisions.

"Backfill" means material used to replace or the act of replacing 
material removed during construction, or both, as the context 
indicates.

"Base Course" means one or more layers of specified material and 
thickness placed on a subbase or a subgrade to support a surface 
course.

"Baseline Schedule" means Contractor's proposed work plan for the 
Work, submitted in accordance with Section 4.3 of the Contract.  

"Basic Configuration" shall mean the following elements defining 
the Project as shown on the Concept Design Documents:
                               125
<PAGE>
        (a)  the mainline horizontal and mainline vertical 
alignments, and 
        
        (b)  the general location of interchanges and the type of
interchanges.

In determining whether a material change in Basic Configuration 
to the mainline alignment (item (a) of the Basic Configuration 
definition) has occurred, the following standards shall apply: 
no material change in Basic Configuration shall be deemd to have 
occurred as the result of any horizontal alignment shift of the 
mainline of less than 30 feet and/or any vertical alignment shift 
of the mainline of less than 6 feet from the alignment shown on 
the Concept Design Documents.

"Betterment" shall mean upgrading or expanding the capacity of a 
Utility facility being Relocated that is not attributable to 
construction of the Project or that is made solely for the benefit 
of and at the election of the Utility Owner.  The primary 
aim of Betterment is to make the Utility facility more useful, 
functional, durable, efficient or of greater capacity.  However, 
the term "Betterment" shall not include modifications to a 
Utility facility which enable achievement of greater usefulness, 
functionality, durability, efficiency or capacity at costs equal 
to or less than the costs of a "like-for-like" replacement or 
relocation.

"Bid" shall mean Contractor's bid delivered in response to the IFB. 

"Bid Date" or "Bid Due Date" shall mean May 23, 1997.

"Bid Price" shall mean the total price set forth in the Contractor's 
Bid.

"Book" shall mean any of the books included in the IFB Documents.  

"Bridge" means any structure, other than a culvert, including 
supports, erected over a depression or an obstruction, as water, 
highway, or railway, and having a track or passageway for carrying 
traffic or other moving loads and having a length measured along 
the center of the structure of more than 20 feet between undercopings 
of abutments or extreme ends of openings for multiple boxes.  
Structure dimensions are defined as follows:

        Bridge length - The length of a bridge structure is the 
        overall length measured along the line of survey stationing 
        back to back of backwalls of abutments, if present, 
        otherwise end to end of the bridge floor; but, in no case 
        less than the total clear opening of the structure.
                                  126
<PAGE>
        Bridge width - The clear width measured at right angles to 
        the longitudinal centerline of the bridge between the bottom 
        or curbs, or in the case of multiple height of curbs, between 
        the bottoms of the lower risers or, if curbs are not used, 
        between inner faces of parapet or railing.

"Calendar Day" means every day shown on the calendar, beginning 
and ending at midnight.

"Certificate of Compliance" means a document containing a 
certified statement from the manufacturer or supplier verifying 
the quality and quantity of material delivered, which shall be 
accepted in certain cases as specified under Section 106.04  of
the General Provisions 

"Change Order" shall have the meaning set forth in Section 13.1 
of the Contract.

"Claim" shall mean a separate demand by Contractor for (a) a time 
extension which is disputed by Developer, or (b) payment of money 
or damages arising from work done by or on behalf of Contractor 
in connection with this Contract which is disputed by Developer.  
A Claim will cease to be a Claim upon resolution thereof, 
including resolution by withdrawal or release thereof or delivery 
of a Change Order or Contract amendment signed by all parties.

"Concept Design" shall mean the design concepts set forth in the
Concept Design Documents.

"Concept Design Documents" shall mean the drawings included in 
the IFB Documents entitled "Atlandia Design and Furnishings 
Concept Plans for the Atlantic City/Brigantine Connector," Sheets 
1 through 119.

"Conformity" means compliance with the most stringent customary 
manufacturing and construction tolerances where working tolerances 
are not specified.  Where working tolerances are specified, conformity 
means compliance with the most stringent of such tolerances.

"Construction Documents" shall mean all Design Documents, Shop 
Drawings and Working Drawings catalog cuts and samples necessary  
for construction of the Project in accordance with the Contract 
Documents and to inspect that construction.

"Construction Drawings" shall mean the drawings prepared by 
Contractor's engineer of record for the Project who is licensed 
in the State of New Jersey.

"Construction Quality Management Plan" shall mean the plan 
described in Special Provisions Section 1200.  
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"Construction Specifications" shall mean the specifications 
prepared by Contractor's engineer of record for the Project.

"Constructive," when used in connection with the terms "change in 
the Work," "delay," "suspension" or "acceleration," shall mean 
that change in the Work, delay, suspension or acceleration which, 
but for the express terms of the Contract Documents, could be 
inferred or implied at law.

"Contingency" shall mean the amount available for payment of 
Project costs in excess of the Bid Price, as more specifically 
described in Section 13.9 of the Contract.  The initial amount of 
the Contingency is $28 million, subject to increase in connection 
with approved VECPs and subject to decrease as Contingency Change 
Orders are issued.  Following Final Acceptance any remaining 
Contingency amount will be shared with Contractor as specified in 
Section 12.1.2.

"Contingency Change Order" shall mean a Change Order issued which
is payable solely from, and to the extent of available funds 
remaining in, the Contingency, as more specifically described in 
Section 13.9 of the Contract.

"Contingency Event" shall mean any of the events listed in Section 
13.9.1 of the Contract.

"Contract" or "Design/Build Contract" shall mean the agreement 
between Developer and Contractor to which this Appendix 1 is 
attached.

"Contract Documents" shall have the meaning set forth in Section 
1.2 of the Contract.

"Contract Price" shall have the meaning set forth in Section 12.1 
of the Contract.

"Contractor" shall have the meaning set forth in the first 
paragraph of the Contract.

"Contractor Assurance Testing (CAT)" means testing that Contractor 
or its representative performs, in accordance with standard 
procedures, to assure that material used on the Project meets the 
quality requirements of the Contract.  CAT is testing performed by 
Contractor as the material is being placed into its final position 
or after it has been placed in its final position and is ready for 
Final Acceptance.  The frequency of CAT is normally specified for 
each type of work in the Contract or Design Documents and in 
applicable standards.

"Contractor Float" shall have the meaning set forth in Section 
4.3.2.3 of the Contract.  
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"Contractor's Safety Program" shall mean Contractor's approved 
safety program meeting the requirements set forth in Section 1700 
of the Special Provisions.

"County" shall mean Atlantic County, New Jersey.

"Critical Path" shall mean the longest non-intermittent path 
between the first and the last event of the Project shown on
the Project Schedule (or, if more than one such path exists, each 
such path).

"Culvert" means any structure not classified as a bridge which 
provides an opening to carry water under a roadway.

"Design Criteria" shall mean the Roadway Design Criteria and the
Bridges/Structural Design Criteria contained in Parts 2 and 3 of 
Book III.

"Design Documents" shall mean all Design Drawings and all 
specifications, reports, calculations, records and submittals 
necessary for design of the Project furnished by Contractor as 
described in Section 1204 of the Special Provisions.  

"Design Drawings" shall mean drawings (including plans, elevations, 
sections, details and diagrams) furnished by Contractor showing the 
sizes, shapes and location of component elements comprising the 
Project.

"Design Quality Management Plan" shall mean the plan described in  
Section 1204 of the Special Provisions.

"Developer" shall have the meaning set forth on page 1 of the 
Contract, as modified by Section 24.4.1.

"Developer Float" shall have the meaning set forth in Section 
4.3.2.2 of the Contract.

"Differing Site Conditions" shall mean (a) subsurface or latent 
physical conditions encountered at the Site differing materially 
from those indicated in the Geotechnical Reports, (b) surface 
conditions encountered at the Site differing materially from 
those indicated in the survey data and maps included in these 
documents provided in all cases such conditions were not 
reasonably discernable as of the Bid Date by an inspection of the
Site, or (c) physical conditions of an unusual nature, differing
materially from those ordinarily encountered and generally 
recognized as inherent in the type of work provided for in the 
Contract.  The term does not apply to and specifically excludes 
Utility facilities not identified or incorrectly identified in  
the IFB Documents.
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"Directed Change" shall mean any change in the Work (including 
changes in the standards applicable to the Work) which Developer 
has directed Contractor to perform by Directive Letter pursuant 
to Section 13.1.1.3 or by Change Order under Section 13.2 of the 
Contract.  The term shall also include changes in the Work which 
are directly attributable to delays caused by bad faith actions, 
active interference, gross negligence or comparable tortious 
conduct by Developer, State, SJTA or Program Manager.  The  fact 
that Developer has delivered a Directive Letter does not 
necessarily mean that a change in the Work has occurred.  

"Directive Letter" shall mean each letter issued by Program 
Manager (which has no authority to issue a Directive Letter with 
respect to Work requiring a time extension or a non-Contingency 
price increase) or by Developer pursuant to Section 13.1.1.2 or 
13.1.1.3 of the Contract.

"Disadvantaged Business Enterprise (DBE)" shall have the meaning 
set forth in Special Provisions, Section 1300.  The term "DBE" 
encompasses both Minority and Female Business Enterprises.

"Early Construction" shall mean a portion of a larger part or 
piece of the Project released for construction where the design, 
shop and/or working drawings, specifications, catalog cuts and/or 
samples for that portion are 100% complete and have been approved.

"Eligible Delays" shall mean unavoidable delays arising from the
following matters and no others:

        (a)   Directed Changes,

        (b)   delay in provision of access to real property as 
specified in Section 6.1 of the Contract,

        (c)   delays caused by changes in environmental mitigation 
requirements contained in the final form of the Major Permits as 
described in Section 6.7.1,

        (d)   uncovering, removing and restoring Work, to the 
extent provided in Section 6.4.4 of the Contract, and 

        (e)   failure or inability of Program Manager, State, 
SJTA or Developer to provide responses to proposed schedules, 
plans, Design Documents, Construction Documents and other 
submittals and matters for which response by such Person is 
required, within the time periods indicated in the Contract 
Documents.

"Escrowed Bid Documents (EBD)" shall have the meaning set forth
in Section 21.1 of the Contract.
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"Environmental Laws" shall mean all Governmental Rules now or 
hereafter in effect relating to the environment or to emissions, 
discharges, releases or threatened releases of Hazardous 
Substances into the environment including into the air, surface 
water or ground water or onto land, or relating to the 
manufacture, processing, distribution, use, treatment, storage, 
disposal, transport or handling of Hazardous Substances or 
otherwise relating to the protection of public health, public 
welfare or the natural environment (including protection of 
nonhuman forms of life, land, surface water, groundwater and air) 
including the statutes listed in the definition of Hazardous 
Substances; the National Environmental Policy Act, as amended, 42 
U.S.C.  4321 et seq.; the Occupational Safety and Health Act, 
as amended, 29 U.S.C.  651 et seq.; the Hazardous Materials 
Transportation Act, as amended, 49 App. U.S.C.  1801 et seq.; 
the Endangered Species Act, as amended, 16 U.S.C.  1531 et seq.; 
the Clean Water Act, as amended, 33 U.S.C.  1251 et seq.; 
and the Migratory Bird Treaty Act, 16 U.S.C.  703 et seq. 

"Equipment" means all machinery, tools, apparatus, and supplies 
necessary for the upkeep, maintenance, construction, and 
completion of the Project.

"Event of Default" shall have the meaning set forth in Section 
16.2 of the Contract.

"Final Acceptance" shall mean occurrence of the events described 
in paragraphs (a) through (g) inclusive as set forth in Section 
20.2.1 of the Contract.

"Final Acceptance Date" shall mean the date on which Final 
Acceptance occurs.

"Final Design Documents" shall mean the 100% completed Design 
Documents as approved by Program Manager, State and SJTA.

"Float" shall generally mean the difference between early 
completion times and late completion times for activities as 
shown on the Project Schedule, and shall include any float 
contained within an activity as well as any period containing an 
artificial activity (that is, one which is not encompassed with 
the meaning of the word "Work").

"Force Majeure" shall mean any event beyond the control of 
Contractor which is not due to an act or omission of Contractor 
(or any Subcontractor or other Person for whom Contractor may be 
contractually or legally responsible) which materially and 
adversely affects Contractor's obligations hereunder, to the 
extent that such event (or the effects thereof) could not have 
been avoided or mitigated by due diligence and use of reasonable 
efforts by Contractor, but specifically excluding:  
                               131
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        [i]  Directed Changes;

        [ii] any risk for which coverage is to be provided through
             insurance required hereunder; provided, however, the
             definition of "Force Majeure" shall not exclude such 
             risks for purposes of determining eligibility for 
             extensions of the Guaranteed Completion Date; and

        [iii]strikes, labor disputes, work slowdowns, work 
             stoppages, secondary boycotts, walkouts or other 
             similar occurrences.

"General Provisions" means the document entitled "General 
Provisions" contained in Book II.

"Geotechnical Reports" means the reports contained in Book V of
the IFB.

"Governmental Approval" shall mean any approval, authorization, 
certification, consent, decision, exemption, filing, lease, 
license, permit, registration or ruling, required by (or claimed 
to be required by) or with any Governmental Person in order to 
design and construct the Project, including the Major Permits. 

"Governmental Person" shall mean any federal, state, local or 
foreign government and any political subdivision or any 
governmental, quasi-governmental, judicial, public or statutory 
instrumentality, administrative agency, authority, body or 
entity.

"Governmental Rule" shall mean any statute, law, regulation, 
ordinance, rule, judgment, order, decree, permit, concession, 
grant, franchise, license, agreement, directive, guideline, 
policy requirement or other governmental restriction or any 
similar form of decision of or determination by, or any 
interpretation or administration of any of the foregoing by, any 
Governmental Person, which is claimed by a Governmental Person to 
be applicable to the Work, the Project, Contractor or any 
Subcontractor, whether now or hereafter in effect.

"Guaranteed Completion Date" shall have the meaning set forth in 
Section 4.2 of the Contract.

"Hazardous Substance" shall have the meaning provided in NJSA 
58:10-23.11 B(K).

"Hazardous Waste" shall mean material identified by Program 
Manager and / or NJDEP as unsuitable for reuse on-site and 
containing Hazardous Substances at concentrations that classify 
the material as hazardous waste under the Resource Conservation 
and Recovery Act (RCRA) (40 CFR 261.3) and New Jersey Codes (NJAC 
7:26-8) and Toxic Substance Control Act (TSCA) (40 CFR 761-766).
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<PAGE>
"Highway, freeway, street, or road" is a general term denoting a 
public way for purposes of vehicular travel, including the entire 
area within the right-of-way.

"Holidays" means:

New Year's Day                 Labor Day

Martin Luther King's Birthday  Columbus Day

Lincoln's Birthday             Presidential Election Day

Washington's Birthday          Veteran's Day
(President's Day)              

Memorial Day                   Thanksgiving Day

Independence Day               Christmas Day

When the Holiday falls on a Saturday, Friday will be the Holiday; 
when the Holiday falls on Sunday, Monday will be the Holiday. 

"IFB Documents" shall mean the set of documents issued by 
Developer to prospective bidders for the Project in conjunction 
with the IFB.  The contents of the IFB Documents are listed in
Book I thereof.

"Indemnified Parties" shall have the meaning set forth in 
Section 18.1 of the Contract.

"Independent Assurance (IA)" means an unbiased and independent 
audit of the Quality Assurance system used and independent 
verification of the reliability of the test results obtained in 
the regular sampling and testing activities.  The results of IA 
tests are not to be used as a basis of material or acceptance of 
Work.

"Inspection" means the act of viewing or looking carefully at 
construction, manufacturing and design and maintenance practices, 
processes and products, including document control and shop 
drawing review, to ensure the practices, processes and products 
comply with the quality requirements contained in the Contract 
Documents.

"Inspector" means an authorized representative of the Contractor's 
Quality Control/Quality Assurance team, of State, SJTA, the 
Program Manager's staff, Atlantic City, or any Utility Owner.

"Invitation for Bids (IFB)" shall mean the Invitation for Bids
regarding the Project issued by Developer on April 4, 1997, 
including all attachments thereto.
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<PAGE>
"Laboratory" means the testing laboratory of Contractor, Program 
Manager or any other certified testing laboratory.

"Lien" shall mean any pledge, lien, security interest, mortgage, 
deed of trust or other charge or encumbrance of any kind, or any 
other type of preferential arrangement (including any agreement 
to give any of the foregoing, any conditional sale or other title
retention agreement, any lease in the nature of a security 
instrument and the filing of or agreement to file any financing 
statement under the New Jersey Uniform Commercial Code).

"Liquidated Damages" shall have the meaning set forth in Section 
17.1 of the Contract.

"Major Participant" means any of the following entities:

        1.   Each general partner or joint venture member of 
             Contractor;

        2.   Each Person holding (directly or indirectly) a 10% or 
             greater interest in Contractor; and

        3.   The lead engineering/design firm(s) for the Project as 
             well as each engineering/design subconsultant that will 
             perform 20% or more of the design work for the Project.

"Major Permits" shall mean (a) the Governmental Approvals for the 
Project required from the U.S. Army Corps of Engineers for 
encroachment upon waters regulated under the Rivers and Harbors 
Act of 1899 and for dredging and filling of navigable waters 
pursuant to Section 404 of the Clean Water Act, (b) bridge 
construction permits for the two pedestrian bridges from the 
United States Coast Guard, and (c) the CAFRA, waterfront 
development, individual fresh water wetlands, coastal wetlands 
permits and water quality certifications required from the NJDEP. 

"Major Utility Facility" means underground water lines greater 
than 10" in diameter, underground sanitary sewer lines greater 
than 18" in diameter and underground gas, oil or jet fuel lines 
greater than 6" in diameter.

"Materials" or "materials" means any substances specified for 
incorporation in the completed Project.

"Median" means that portion of a divided highway separating the
paved sections, said paved sections including both the shoulders 
and the traveled way.

"Minority/Female Business Enterprise (M/FBE)" shall have the 
meaning set forth in Special Provisions, Section 1300.
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<PAGE>
"NJDOT Standards" shall mean the Standard Plans, the Standard 
Specifications and all other provisions of publications, manuals, 
handbooks, rules and regulations and standards in practice but 
not documented of NJDOT which are applicable to the type of Work 
required hereunder.

"Non-hazardous Waste" shall mean material identified by NJDEP as 
unsuitable for reuse on-site and containing Hazardous Substances 
at concentrations that classifies the material as non-hazardous 
waste under the Resource Conservation and Recovery Act (RCRA) (40
CFR 261.3) and ID-27 Solid Waste under the State of New Jersey 
Codes (NJAC 7:26-2.13).

"Notice of Final Acceptance" shall mean the notice delivered to 
Contractor pursuant to Section 20.2.1(f) of the Contract, stating 
that Final Acceptance has occurred.

"Notice of Proposed Contingency Change" shall mean a notice 
issued by Program Manager concerning a possible Contingency 
Change Order, as specified in Section 13.2.3 of the Contract. 

"Notice of Proposed Directed Change" shall mean a notice issued 
by Developer concerning a possible Directed Change, as specified 
in Section 13.2.1 of the Contract.

"Notice of Proposed Change" shall mean a Notice of Proposed 
Directed Change or a Notice of Proposed Contingency Change.

"Notice of Termination" shall mean a notice issued by the 
Developer to terminate this Contract and the performance of the
Work by Contractor pursuant to Article 15 of the Contract.

"Notice to Proceed" means written notice from the Developer to 
Contractor to proceed with specified Work.

"NTP1" shall mean the Notice to Proceed to be issued by Developer 
directing Contractor to proceed only with non-construction Work,
including Utility Relocation Work.

"NTP2" shall mean the Notice to Proceed to be issued by Developer
directing Contractor to proceed with construction Work.
Developer anticipates that NTP2 should be issued by October 1, 
1998.

"Overburden" means any material that overlays material designated 
for road or bridge construction.

"Pavement Structure" means the combination of surface course and
base course, and when specified, a subbase course, placed on a 
subgrade to support the traffic load and distribute it to the 
road bed.  These various courses are defined as follows:
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<PAGE>
        Surface course - One or more layers of specified material of   
designed thickness on a base course or a subbase.

        Base course - One or more layers of specified material of 
designed thickness placed on the subgrade or subbase.

        Subbase - One or more layers of specified material of 
designed thickness placed on the subgrade.

"Payment Bond" shall mean the payment bond described in 
Section 8.1 of the Contract.

"PCO Notice" shall have the meaning set forth in Section 
13.3.2.1.1 of the Contract.

"Performance Bond" shall mean the performance bond described in
Section 8.1 of the Contract.

"Person" shall mean any individual, corporation, company, 
voluntary association, partnership, trust, unincorporated 
organization or Governmental Person.

"Procedures for Consultants" shall mean NJDOT's Procedures Manual
including the latest updates.

"Profile Grade" is a term related to the trace along the top 
surface of the wearing surface, usually along the longitudinal 
centerline of the roadbed.  The term means either elevation or 
gradient of such trace according to the context.

"Program Manager" shall mean Parsons Brinckerhoff-FG, Inc. or 
such other Person as is designated in writing by Developer to 
undertake the duties of the Program Manager set forth in the 
Contract Documents.                                          

"Progress Meeting" shall mean each meeting described in Section 
4.4.1 of the Contract.

"Project" shall mean the alignment for the Atlantic 
City/Brigantine Connector as generally described in 
Sections 2.0.1.1, 2.0.1.2.2, and 2.0.2 of the Scope of Work, and 
all other work product to be provided by Contractor as a 
condition to Final Acceptance in accordance with the Contract 
Documents.

"Project Float" shall have the meaning set forth in Section 
4.3.2.1 of the Contract.

"Project Schedule" shall mean the most current schedule for the 
Project approved by Program Manager as described in Section 4.3  
of the Contract.                                              
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<PAGE>
"Protection in Place" shall mean any significant work required to 
ensure that a Utility is not harmed by the Project, when the 
Utility itself is not Relocated.  Protection in Place shall not 
include insignificant activities such as staking the location of 
a Utility or avoidance of a Utility's location by construction 
equipment, which insignificant activities shall be deemed to 
constitute "no action".

"Punch List" shall mean the list of Work which remains to be 
completed after achievement of Substantial Completion, and shall 
be limited to minor incidental items of Work necessary to correct 
imperfections which have no adverse effect on the safety or 
operability of the Project.

"Quality Assurance (QA)" means all those planned and systematic 
actions necessary to provide confidence that all Work fully 
complies with the Contract and that all materials incorporated in 
the Work, all equipment and all elements of the Work will perform 
satisfactorily for the purpose intended.  Actions include design 
checks and reviews; document control; shop drawing review and 
approval; materials sampling and testing at the production site 
and the Project site; inspection of manufacturing/processing 
facilities and equipment; inspection of on-site equipment, 
calibration of test equipment, documentation of QA activities, etc.

"Quality Control (QC)" means the total of all activities performed 
by Contractor, designer, producer, or manufacturer to ensure that 
a product meets Contract requirements.  For highway design, 
construction and maintenance this includes design procedures and 
checking, materials handling and construction procedures, 
calibration and maintenance of equipment, shop drawing review, 
document control, production process control, and any sampling, 
testing, and inspection done for these purposes.  QC also includes 
documentation of QC efforts.

"Quality Management Plan" or "Quality Management Program" means 
the three-part plan provided by Contractor and approved by 
Program Manager as described in Section 1200 of the Special 
Provisions, consisting of (1) a section dealing with ANSI/ASQC 
Q9000-2 requirements, (2) a section which includes the Design 
Quality Management Plan and the Construction Quality Management 
Plan and (3) a section which sets forth QC and QA procedures for 
material and equipment and certain other aspects of the Work.

"Quality Management Team" means the team of individuals working 
under the direction of the Contractor's Design Quality Assurance 
Manager (Section 1204.11 of the Special Provisions) or 
Contractor's Project Construction Quality Assurance Manager 
(Section 1205.21 of the Special Provisions).
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<PAGE>
"Railroad" shall mean, depending on the context, either the right-
of-way, tracks and systems used for rail traffic in the vicinity 
of the Project, or the owners and/or operators of such rail systems. 

"Recovery Schedule" shall mean the schedule Contractor is required 
to provide under Section 4.5 of the Contract.  

"Reference Documents" shall mean the IFB Documents which are not 
designated as Contract Documents in Section 1.2 of the Contract.

"Relocation" shall have the meaning set forth in Section 6.6.2 of 
the Contract.

"Retainage" shall have the meaning set forth in Section 12.2.7 of 
the Contract.

"Revised Schedule" shall mean the revised Project Schedules 
provided from time to time as described in Section 4.3.3.2 of the
Contract.

"Right-of-Way" shall mean all real property (which term is inclusive 
of all estates and interests in real property) which is necessary for 
ownership and operation of the Project by SJTA.  The term excludes 
any temporary easements or other temporary real property interests 
which Contractor deems necessary or advisable in connection with (i) 
construction of the Project and/or (ii) Relocation of Utilities.  

"Right of Way Limits" shall mean the boundaries of the parcels to 
be acquired by NJDOT for the Project which are identified in the 
IFB Documents under "Individual Parcel Maps."  The Right of Way 
Limits are intended to include all permanent property rights to 
be acquired for the Project, but do not encompass any temporary 
easements or other real property interests which Contractor deems 
necessary or advisable with respect to construction of the 
Project and Relocation of Utilities.  The Right of Way Limits are 
subject to change only as provided in Section 6.1 of the Contract.

"Road Account" shall mean the account established in accordance 
with Section 4.6 of the Road Development Agreement.

"Road Development Agreement" shall mean the agreement identified 
in Recital A to the Contract.

"Roadbed" means the graded portion of highway prepared as a 
foundation for the pavement structure and shoulders.

"Roadbed Material" means material in cuts, embankments, and in
embankment foundations from the subgrade down that supports the
pavement structure.

"Roadside" is a general term including:
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<PAGE>
        The areas between the outside edges of the shoulders and the 
right-of-way boundaries.

        The unpaved median areas between inside shoulders of divided 
highways.

        Areas within interchanges.

        Historic sites.

        Viewpoints.

        Scenic strips.

        Junkyard screening over which the State retains maintenance
responsibilities.

"Roadside Development" means those items necessary for the 
preservation or replacement of landscape materials and features 
that may include suitable plantings and other improvements or 
ground cover to preserve and enhance the appearance and stability 
of the highway right-of- way or acquired easements for scenic 
improvements.

"Roadway" means the portion of a highway within the limits of 
construction.

"Scope of Work" shall mean the document entitled "Scope of Work"  
contained in Book II.

"Service Line" shall mean a Utility line, the function of which 
is to connect an individual service location (e.g., a single 
family residence or an industrial warehouse) to another Utility 
line which connects more than one such individual line to a 
larger system.                                              

"Shop Drawings" shall mean drawings showing the sizes, shapes and 
locations of component elements comprising the Project.

"Shoulder" means the portion of the roadway adjacent to the 
traveled way for accommodation of stopped vehicles for emergency 
use, and for lateral support of base and surface courses. 

"Sidewalk" means that portion of the roadway constructed for 
pedestrian use.

"Site" shall mean those areas designated in writing by Program 
Manager for performance of Work and such additional areas as may, 
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<PAGE>
from time to time, be designated in writing by Program Manager 
for Contractor's use in performance of the Work.  The Site 
initially includes the area within the Right of Way Limits.  For
purposes of insurance, indemnification, safety and security  
requirements and payment for use of equipment the term "Site"  
also includes any areas on which Utility Relocation work is 
performed and any property being temporarily used by Contractor 
for storage of equipment and/or construction Work.

"SJTA" shall mean South Jersey Transportation Authority.

"Special Provisions" means Special Provisions SP200 through 
SP2000 contained in Book III, as well as any additional special 
provisions included in the Final Design Documents.

"Stabilization" means modification of soils or aggregates by 
incorporating materials that increases load-bearing capacity, 
firmness, and resistance to weathering or displacement.

"Standard Drawings" means detailed plans issued by State for 
general application and repetitive use in connection with State 
projects, as set forth in Book III, Special Provisions.  The 
Standard Drawings will not apply to the Work except in connection 
with any design furnished by Contractor which references the 
Standard Drawings.

"Standard Specifications" means the book of specifications issued 
by State for general application and repetitive use in connection 
with State projects, known as the 1989 "Blue Book."  The Standard 
Specifications will not apply to the Work except in connection 
with any design furnished by Contractor which references the 
Standard Specifications.                                     

"State" shall mean the State of New Jersey, acting by and 
through the Department of Transportation.

"Structures" means bridges, culverts, inlets, retaining walls, 
bulkheads, boat sections, cribbing, manholes, endwalls, 
buildings, sewers, service pipes, underdrains, foundation drains 
and other features which may be encountered in the work and not 
otherwise classed herein.

"Subbase" means layer(s) of specified material thickness placed
on a subgrade to support a base course.

"Subcontract" shall mean any agreement by Contractor with any
other Person to perform any part of the Work or provide any 
materials, equipment or supplies for any part of the Work, or 
any such agreement at a lower tier, between a Subcontractor and 
its lower tier Subcontractor.
                               140
<PAGE>
"Subcontractor" shall mean any Person with whom Contractor has
entered into any Subcontract to perform any part of the Work or 
provide any materials, equipment or supplies for the Project on
behalf of Contractor (and any other Person with whom any 
Subcontractor has further subcontracted any part of the Work).

"Subgrade" means the top surface of a roadbed upon which the 
pavement structure, shoulders, and curbs are constructed.

"Subgrade Treatment" means modification of roadbed material by 
stabilization.

"Substantial Completion" shall have the meaning set forth in 
Section 20.1 of the Contract.

"Substructure" means all of the bridge or viaduct structure below 
the bearings of simple and continuous spans, skewbacks of arches
and tops of footings or rigid frames; including backwalls, 
wingwalls and wing protection railings.

"Superstructure" means all of that part of a structure above the 
bearings of simple and continuous spans, skewbacks of arches and 
tops of footings of rigid frames, excluding backwalls, wingwalls 
and wing protection railing. 

"Supplier" shall mean any Person not performing work at the Site 
that supplies machinery, equipment, materials or systems in 
connection with the performance of the Work.  Persons who merely 
transport, pick up, deliver or carry materials, personnel, parts   
or equipment or any other items or persons to or from the Site 
shall not be deemed to be performing work at the Site.

"Surety" shall mean each properly licensed surety company, 
insurance company or other Person approved by the New Jersey 
State Insurance Commissioner to do business in New Jersey, listed 
in the U.S. Treasury Department Circular 570 and with an A.M. 
Best and Company rating level of A- or better, Class VII or 
better, or as otherwise approved by Developer, State and SJTA, at 
their sole discretion, which has issued the Payment Bond or 
Performance Bond.

"Surface Courses" means one or more layers of a pavement structure 
designed to accommodate the traffic load, the top layer of which 
resists skidding, traffic abrasion, and the disintegrating 
effects of climate.  The top layer is sometimes called the 
"Wearing Course."

"Time and Materials Change Order" shall have the meaning set 
forth in Section 13.7 of the Contract.

"Traveled Way" means the portion of the roadway designated for 
the movement of vehicles, exclusive of shoulders.
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<PAGE>
"Utility" or "utility" shall mean a public, private, cooperative, 
municipal and/or government line, facility or system used for the 
carriage, transmission and/or distribution of cable television, 
electric power, telephone, telegraph, water, gas, oil, petroleum 
products, steam, chemicals, sewage, storm water not connected 
with the highway drainage and similar substances that directly or 
indirectly serve the public.  The term "Utility" specifically 
excludes (a) storm water lines connected with the highway 
drainage, and (b) traffic signals, street lights, and electrical 
systems for roadways.

"Utility Owner" or "utility owner" shall mean the owner or 
operator of any Utility (including both privately held and 
publicly held entities, cooperative utilities, and municipalities 
and other governmental agencies).

"Value Engineering Change Proposals (VECP's)" shall have the 
meaning set forth in Article 22 of the Contract.

"Warranties" shall mean the warranties made by Contractor in 
Article 11 of the Contract.

"Work" shall mean all of the administrative, design, engineering, 
real property acquisition support services, Utility Relocation, 
procurement, professional, manufacturing, supply, installation, 
construction, supervision, management, testing, verification, 
labor, materials, equipment, maintenance, documentation and
other duties and services to be furnished and provided by 
Contractor as required by the Contract Documents, including all 
efforts necessary or appropriate to achieve Final Acceptance except
for those efforts which such Contract Documents specify will be 
performed by other Persons.

"Working Drawings" shall mean drawings needed to show things 
associated with the construction of something to be constructed, 
but which will not be part of the permanent construction, e.g. 
formwork.
                               

APPENDIX 2 - LEGAL OPINION

_______________, 1997
[Developer]
[Address]

Ladies and Gentlemen:

        We  have  acted  as  counsel  for  _______________,   a 
_______________  ("Contractor") and [list partners/joint 
venturers/members]  in connection with that certain Design/Build 
Contract   for  the  Atlantic  City/Brigantine  Connector dated
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__________,   1997,   entered   into   between   Contractor and 
________________________________________    ("Developer") (the 
"Contract").   The capitalized terms used in this  opinion shall 
have  the  meanings ascribed to them in the Contract unless they 
are otherwise defined herein or the context otherwise requires.

        In  connection  with  the foregoing  we  have  examined 
originals   or   copies  of  the  Contract,  the   Articles of 
Incorporation  and  Bylaws  of [Contractor],  minutes reflecting
proceedings   of  the  board  of  directors of [Contractor], 
certificates  of public officials, certificates of  one  or more 
officers  of [Contractor] and such other documents as  we deemed 
relevant  and  necessary for purposes of this opinion.   In such 
examination we have assumed:

              (a)    The   genuineness  of  all   signatures on 
documents  which  we have not seen executed, the authenticity  of 
all documents submitted to us as originals, and the conformity to 
original documents of all copies thereof submitted to us;  and 

              (b)    The  Contract  has  been  or  will  be duly 
authorized  and validly executed and delivered by Developer, and 
constitutes the legal, valid and binding obligation of Developer, 
enforceable in accordance with its terms against Developer.

                On  the  basis of the foregoing and in reliance 
thereon and  on  all  other  matters  that we  deem  relevant under 
the circumstances, we are of the opinion that:

               (1)   Contractor  is a _______________ which  has 
been duly organized and is validly existing and in good standing under 
the  laws  of the State of _______________.  Contractor  has the 
requisite power to own and operate its properties and to carry on 
its  business as presently operated, and it is duly qualified and 
in good standing as a _______________ in the State of New Jersey. 
[Provide same opinion for all partners/joint venturers/members of 
Contractors.]    
                (2)   The  execution, delivery and performance  of 
the Contract have been duly authorized by Contractor.

                (3)   The  Contract  constitutes the legal, valid 
and binding obligation of Contractor.

                                   Respectfully submitted,
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APPENDIX 3 - INVOICE AND CONSTRUCTION CERTIFICATE

                               (Atlantic City/Brigantine Connector)

INVOICE NO.:                            Date:
[Developer]                             Name of Contractor:
[Address]                               FEIN:
________________________                Address:
________________________                City/State/Zip:
Attn:  Accounting Department            Contact Name:
                                        Contractor Project No.:

Terms:   __% prompt pay discount, net ___ days

Invoice for Services rendered for the period from ___ to  ___
                       
                       Total Contract Price               $ ______
Physical Weighted
Percent Progress    Less Cumulative Amount Invoiced        (______)
Complete with this  to Date, including this Period  
Invoice: _____%
                    Balance of Contract Price             $
                    Not Invoiced                            =======

                    Cumulative Amount Invoiced            $ ______

                    Less Cumulative Amount as of           (______)
                    Prior Month

                    Current Amount Invoiced               $ _______

                    Less Current Retainage (   %)          (______)

                    Current Amount Due                    $
                                                            =======

______________________________________________________________________
The following are submitted with this Invoice and Construction  
Certificate and incorporated herein by reference:


Exhibit               Title                      Contract Reference
_______               _____                      __________________

A         Computer Progress Report           Sections 4.4.4(a), 12.2.2(d)
B         Critical Path Plot                 Sections 4.4.4(b), 12.2.2(d)
C         Bar Chart Forecast                 Sections 4.4.4(c), 12.2.2(d)
D         Bar Chart History                  Sections 4.4.4(d), 12.2.2(d)
E         Financial Report w/graphics        Sections 4.4.4(e), 12.2.2(d)
F         Data Diskettes                     Sections 4.4.4(f), 12.2.2(d)
G         Narrative Progress Summary         Sections 4.4.4(g), 12.2.2(d)
H         M/FBE Report                                  Section 12.2.2(c)

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<PAGE>
                          CONTINGENCY ANALYSIS

As of the date of this invoice, $_________ of the Contingency has 
been expended, leaving $__________ for future application in 
accordance with the Contract.

                         CONSTRUCTION CERTIFICATE

        In  order  to  induce Atlandia Design and Furnishings, 
Inc. ("Developer") to make payment as requested by this Invoice, 
the  undersigned  Contractor hereby  certifies,  represents and 
warrants to Developer, State and SJTA as follows:

          1.    Unless  otherwise indicated,  capitalized terms
used  herein  shall have the meanings set forth in that certain
Design/Build Contract between Contractor and Developer dated as
of_________________ (the "Contract").

         2.    The  Work  described  in the  exhibits attached 
hereto  has  been  fully performed in a prudent  manner  and in 
compliance with the requirements of the Contract Documents;  all
necessary  materials to perform such Work have been provided in 
accordance  with the provisions of the Contract  Documents;  and 
the information contained in such exhibits is true, complete and 
correct in all material respects.

         3.    The  Work is proceeding in accordance  with the 
approved  Project  Schedule, and will be  completed  within the 
Guaranteed Completion Date.

         4.    No  Event  of  Default or event which  with the 
giving  of notice or the lapse of time would result in an Event 
of Default has occurred and is continuing as of the date hereof, 
and,  to  Contractor's knowledge based on inquiry of the Project 
Manager,  no  Damage Event has occurred as of  the  date hereof 
except as described in notices previously delivered to Developer 
in accordance with Section 16.3 of the Contract.

          5.     Contractor   has   fully  complied   with all 
requirements of the Quality Management Program.

          6.     Contractor  has  delivered  all  documents and
submittals required under the terms of the Contract Documents to 
be  delivered to Developer, the Program Manager, State and SJTA 
on or prior to the date hereof.
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<PAGE>
          7.     Contractor   has   analyzed   the   cash flow 
requirements  for the Project, and has determined the remainder 
of the Contract Price is sufficient to complete the Project.

PROJECT MANAGER                    _____________________________

                                   By:__________________________

                                   Its: ________________________

                                   Date:________________________


QUALITY ASSURANCE MANAGER          _____________________________

                                   By:__________________________

                                   Its:_________________________

                                   Date:________________________

APPENDIX 4 - DESIGNATION OF INITIAL REPRESENTATIVES

Developer Representatives:

    Tom Leary
    1650 Market Street, Suite 3000
    Philadelphia, PA 19103
    Telephone:  215/851-9401
    Fax:  215/851-9301

State Representatives:

    Frank Hellman, Project Manager
    New Jersey Department of Transportation
    CN 600
    1035 Parkway Avenue
    Trenton, NJ 08625
    Telephone:  609/530-2501
    Fax:  609/530-5787 or 5774
    
SJTA Representatives:

    James A. Crawford, Executive Director
    South Jersey Transportation Authority
    PO Box 351
    Hammonton, NJ 08037
    Telephone:  609/965-6060
    Fax:  609/965-7597
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<PAGE>
Contractor Representatives:

    Lawrence W. Klein
    Yonkers Contracting Company, Inc./Granite Construction Co. 
      A Joint Venture
    969 Midland Avenue
    Yonkers, NY 10704
    Telephone: 914/965-1500
    Fax:  914/378-8880



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