<Page>

-------------------------------------------------------------------------------
This document has important legal consequences; consultation with an attorney is
encouraged with respect to its use or modification. This document should be
adapted to the particular circumstances of the contemplated Project and the
applicable laws of the jurisdiction in which the Project is to be performed.
-------------------------------------------------------------------------------


                           STANDARD FORM OF AGREEMENT
                        BETWEEN OWNER AND DESIGN/BUILDER
                       ON THE BASIS OF A STIPULATED PRICE

                                   Prepared by

                  ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE

                                       and

                         Issued and Published Jointly By

                                 (insert seals)

                   PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE
                           A PRACTICE DIVISION OF THE
                   NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS

                                   -----------

                      AMERICAN CONSULTING ENGINEERS COUNCIL

                                   -----------

                       AMERICAN SOCIETY OF CIVIL ENGINEERS

-------------------------------------------------------------------------------
This Standard Form of Agreement has been prepared for use with the Standard
General Conditions of the Contract Between Owner and Design/Builder (No.
1910-40) (1994 Edition). Their provisions are interrelated and a change in one
may necessitate a change is the other. The suggested language contained in the
Guide to Use of EJCDC Design/Build Documents (No. 1910-42)(1994 Edition) is also
carefully interrelated with the language of this Agreement.
-------------------------------------------------------------------------------


<Page>



                                  NOTE TO USER

         Before entering into this Agreement, it is recommended that the parties
determine whether applicable Laws and Regulations prohibit or require
alterations in the contemplated contractual arrangements and the assignments of
responsibilities for a design/build project. Check competitive bidding,
contractor licensing, design professional licensing, and professional practice
Laws and Regulations, among others.








               (C)1995 National Society of Professional Engineers
                   1420 King Street, Alexandria, VA 22314-2715

                      American Consulting Engineers Council
                  1015 15th Street, N.W., Washington, DC 20005

                       American Society of Civil Engineers
                    345 East 47th Street, New York, NY 10017


<Page>

                                      EJCDC
                           STANDARD FORM OF AGREEMENT
                        BETWEEN OWNER AND DESIGN/BUILDER
                       ON THE BASIS OF A STIPULATED PRICE

         THIS AGREEMENT is dated as of the 15th day of October, 1999 a by and
between Dakota Ethanol L.L.C. (hereinafter called OWNER) and Broin and
Associates, Inc. (hereinafter called DESIGN/BUILDER).

OWNER and DESIGN/BUILDER, in consideration of the mutual covenants hereinafter
set forth, agree as follows:

ARTICLE 1.        WORK.

1.01. DESIGN/BUILDER shall complete all Work as specified or indicated in the
Contract Documents. The Work is generally described as follows:

To perform or furnish Design Professional Services, Drawings, Specifications and
Construction for a Corn Processing Facility located in Lake County, South
Dakota. The completed plant will process corn into 40 million gallons of
denatured fuel grade ethanol annually.

DESIGN/BUILDER will develop Design Documents, Drawings and Plans and
Specifications for the OWNER's Project which the DESIGN/BUILDER shall adapt to
the specific site. DESIGN/BUILDER shall furnish to OWNER from time to time the
specific Drawings, Plans and Specifications for the OWNER's Project.

ARTICLE 2.        THE PROJECT.

2.01. The Project for which the Work under the Contract Documents may be the
whole or only a part is generally described as follows:

A forty (40) million gallon per year Corn to Ethanol Processing Facility to be
located in Lake County, South Dakota.

Exhibit "A" consisting of the Turn-Key Project Contract Description.

Exhibit "B" consisting of the Process Guarantee.

THE FOLLOWING ITEMS ARE NOT INCLUDED IN THE CONTRACT PRICES AND WILL BE PROVIDED
BY OTHERS:

         1.       Those items excluded in Exhibit A.
         2.       Land.
         3.       Inventory necessary to run the plant.
         4.       Builder's Risk Insurance Cost.


<Page>



ARTICLE 3.        CONTRACT TIMES.

3.01. DALES FOR SUBSTANTIAL COMPLETION AND FINAL PAYMENT

         A. The Work will be substantially completed fourteen (14) months from
the date that concrete work begins. The anticipated date for construction
commencement is April 1, 2000. In any case, such work will commence within 30
days after receipt of notice to proceed.

ARTICLE 4.        CONTRACT PRICE.

4.01. OWNER shall pay DESIGN/BUILDER the following sum(s) for completion of the
Work in accordance with the Contract Documents.

         A. For all Work other than Unit Price Work, a Lump Sum of $38,086,000.

4.02. The factor used to calculate DESIGN/BUILDER's fee for employees in
the direct employ of DESIGN/BUILDER performing Design Professional Services in
accordance with paragraph 10.02.A. l of the General Conditions shall be
non-applicable.

ARTICLE 5.        PAYMENT PROCEDURES.

5.01. DESIGN/BUILDER shall submit and OWNER will process Applications for
Payment in accordance with Article 13 of the General Conditions.

         A. PROGRESS PAYMENTS; RETAINAGE. OWNER shall make progress payments on
account of the Contract Price on the basis of DESIGN/BUILDER's Applications for
Payment, on or about the 12h day of each month during performance of the Work as
provided in paragraphs 5.01.A.1 and A.2 below. All such payments will be
measured by the acceptable Schedule of Values established in paragraph 2.06.A of
the General Conditions (and in the case of Unit Price Work based on the number
of units completed).

                  1. Prior to Substantial Completion, progress payments will be
         made in an amount equal to the percentage indicated below, but, in each
         case, less the aggregate of payments previously made and less such
         amounts as OWNER may withhold in accordance with paragraph 13.04.E of
         the General Conditions.

                           a. 98 percent of Work completed (with the balance
                  being retainage). If the Work has been 50 percent completed as
                  determined by OWNER, and if the character and progress of the
                  Work have been satisfactory to OWNER, OWNER may determine that
                  as long as the character and progress of the Work remain
                  satisfactory to OWNER, there will be no additional retainage
                  on account of Work competed, in which case the remaining
                  progress payments prior to Substantial Completion will be in
                  an amount equal to 100 percent of the Work completed.

                           b. 98 percent (with the balance being
                  retainage) of the cost of materials and equipment not
                  incorporated in the Work (but delivered, suitably stored and

<Page>

                  accompanied by documentation satisfactory to OWNER as provided
                  in paragraph 13.02.A of the General Conditions).

                  2. Upon Substantial Completion, payment will be made in an
         amount sufficient to increase total payments to DESIGN/BUILDER to 98
         percent of the Contract Price (with the balance being retainage), less
         such amounts as OWNER may withhold in accordance with paragraph
         13.04.13 of the General Conditions.

         B. FINAL PAYMENT. Upon final completion and acceptance of the Work in
accordance with paragraph 13.09 of the General Conditions, OWNER shall pay the
remainder of the Contract Price.

ARTICLE 6.        INTEREST.

6.01. All moneys not paid when due as provided in Article 13 of the General
Conditions shall bear interest at the rate of 13 percent per annum.

ARTICLE 7.        DESIGN/BUILDER'S REPRESENTATIONS.

7.01. DESIGN/BUILDER makes the following representations:

         A. DESIGN/BUILDER has examined and carefully studied the Contract
Documents (including the Addenda) listed in paragraphs 8.01.A through J but
excluding the documents described in paragraph 8.01 .K and the other related
data identified in the Request for Proposals.

         B. DESIGN/BUILDER has visited the Site and become familiar with and is
satisfied as to the general, local and Site conditions that may affect cost,
progress, performance or furnishing of the Work.

         C. DESIGN/BUILDER is familiar with and is satisfied as to all federal,
state and local Laws and Regulations that may affect cost, progress, performance
or furnishing of the Work.

         D. DESIGN/BUILDER has carefully studied all reports of explorations and
tests of subsurface conditions at or contiguous to the Site and all drawing of
physical conditions in or relating to existing surface or subsurface structures
at or contiguous to the Site which have been identified or made available by
OWNER.

         E. DESIGN/BUILDER is aware of the general nature of work to be
performed by OWNER and others at the Site that relates to the Work as indicated
in the Contract Documents.

         F. DESIGN/BUILDER has correlated the information known to
DESIGN/BUILDER, information and observations obtained from visits to the Site,
reports and drawings identified in the Contract Documents and all additional
examinations, investigations, explorations, tests, studies and data with the
Contract Documents.

<Page>

         G. DESIGN/BUILDER has given OWNER written notice of all
conflicts, errors, ambiguities or discrepancies that DESIGN/BUILDER has
discovered in the Contract Documents and the written resolution thereof by OWNER
is acceptable to DESIGN/BUILDER, and the Contract Documents are generally
sufficient to indicate and convey understanding of all terms and conditions for
performance and furnishing of the Work.

ARTICLE 8.        CONTRACT DOCUMENTS.

8.01. The Contract Documents which comprise the entire agreement between
OWNER and DESIGN/BUILDER concerning the Work consist of the following:

         A.       This Agreement (pages 1 to 6 , inclusive).

         B.       Exhibits to this Agreement.

         C.       Notice to Proceed.

         D.       Standard General Conditions of the Contract Between Owner and
                  Design/Builder (pages 1 to 34, inclusive) as amended by
                  Supplementary Conditions.

         E.       Supplementary Conditions (pages 1 to 3 , inclusive).

         F.       Addenda numbers N/A through N/A inclusive.

         G.       Documentation submitted by DESIGN/BUILDER prior to Notice of
                  Award (pages N/A to N/A , inclusive).

         H.       The following which may be delivered, prepared, or issued
                  after the Effective Date of this Agreement and are not
                  attached hereto.

                           1. All Written Amendments and other documents
                  amending, modifying or supplementing the Contract Documents
                  pursuant to paragraph 3.03.A of the General Conditions.

                           2. Specifications as defined in Paragraph 1.O1.AA2 of
                  the General Conditions.

                           3. Drawings as defined in Paragraph 1.01.A.18 of the
                  General Conditions.

         I.       Evidence of error and omission insurance for the Design in an
                  amount equal to $1,000,000.

8.02. The documents listed in paragraph 8.01 above are attached to this
Agreement (except as expressly noted otherwise above).

<Page>

8.03. There are no Contract Documents other than those listed above in this
Article 8. The Contract Documents may only be amended, modified or supplemented
as provided in paragraph 3.03.A of the General _Conditions.

ARTICLE 9.        MISCELLANEOUS.

9.01. The Standard General Conditions of the Contract Between Owner and
Design/Builder are referred to herein as the General Conditions.

9.02. Terms used in this Owner-Design/Builder Agreement which are defined
in Article I of the General Conditions will have the meanings indicated therein.

9.03. No assignment by a party hereto of any rights under or interests in
the Contract Documents will be binding on another party hereto without the
written consent of the party sought to be bound; and, specifically but without
limitation, moneys that may become due and moneys that are due may not be
assigned without such consent (except to the extent that the effect of this
restriction may be limited bylaw), and unless specifically stated to the
contrary in any written consent to an assignment no assignment will release or
discharge the assignor from any duty or responsibility under the Contract
Documents.

9.04. OWNER and DESIGN/BUILDER each binds itself, its partners, successors,
assigns and legal representatives to the other party hereto, its partners,
successors, assigns and legal representatives in respect to all covenants,
agreements and obligations contained in the Contract Documents.

9.05. Any provision or part of the Contract Documents held to be void or
unenforceable under any Law or Regulation shall be deemed stricken, and all
remaining provisions shall continue to be valid and binding upon OWNER and
DESIGN/BUILDER, who agree that the Contract Documents shall be reformed to
replace such stricken provision or part thereof with a valid and enforceable
provision that comes as close as possible to expressing the intention of the
stricken provision.

         IN WITNESS WHEREOF, OWNER and DESIGN/BUILDER have signed this Agreement
in duplicate. One counterpart each has been delivered to OWNER and
DESIGN/BUILDER. All portions of the Contract Documents have been signed,
initialed or identified by OWNER and DESIGN/BUILDER.


<Page>


This Owner-Design/Builder Agreement will be effective on October 15, 1999.

OWNER:   Dakota Ethanol, L.L.C.       DESIGN/BUILDER: Broin and Associates, Inc.
      --------------------------                     ---------------------------

--------------------------------      ------------------------------------------

By: /s/ Greg Van Zanten               By:  /s/ Jeff Broin
   -----------------------------         ---------------------------------------

    [CORPORATE SEAL]                      [CORPORATE SEAL

Attest:  /s/ Ron Alverson             Attest:  /s/ Ron Alverson
       -------------------------             -----------------------------------

Address for giving notices:           Address for giving notices:

     Dakota Ethanol, L.L.C.                Broin and Associates, Inc.
---------------------------------     ------------------------------------------

     P.O. BOX 100                          25784 Cottonwood Avenue
---------------------------------     ------------------------------------------

     Wentworth, SD  57075                   Sioux Falls, SD 57107
---------------------------------     ------------------------------------------

(If OWNER is a  corporation,
attach  evidence of  authority
to sign.  If OWNER is a public
body,  attach  (a) evidence of
authority to sign (b) resolution
or  other  documents authorizing      License No.:    N/A
execution of Agreement  and (c)                  -------------------------------
statement of fiscal officer                      (Where applicable)
regarding availability of funds).

                                      (If DESIGN/BUILDER is a corporation,
                                      attach evidence of authority to sign.)

Designated Representative:            Designated Representative:

Name:     Steve Sershen               Name:    Jeff Broin
      ---------------------------          -------------------------------------

Title:                                Title:   Chief Executive Officer
      ---------------------------           ------------------------------------

Address:  P.O. BOX 100                Address: 25784 Cottonwood Avenue
        -------------------------             ----------------------------------

          Wentworth, SD  57075                 Sioux Falls, SD  57107
---------------------------------     ------------------------------------------

Phone:    (605 483-2676               Phone:   (605) 543-5091
      ---------------------------          -------------------------------------

Facsimile: (605) 483-2677             Facsimile: (605) 543-5093
          -----------------------               --------------------------------


<Page>

                                    EXHIBIT B

                                PROCESS GUARANTEE

         The following Process Guarantee is provided by Broin and Associates,
Inc. in relation to the Southeastern South Dakota ethanol plant project located
in Lake County, South Dakota (The Project).

BROIN AND ASSOCIATES GUARANTEES THE FOLLOWING:

1.       PROJECT PERFORMANCE SPECIFICATION

         The Project is guaranteed to produce 4,807 gallons per hour of fuel
         grade (Williams Pipeline Standard) ethanol including the contained
         denaturant (gasoline). The Project is guaranteed to have the ability to
         evaporate all necessary thin stillage and dry all distillers' grains
         produced at 100% guaranteed capacity. The plant is guaranteed to yield
         at least 2.7 gallons of ethanol (denatured) and at least 17 pounds of
         distillers' dried grains with solubles per 56 lb. bushel of com (test
         weight 54 pounds or greater).

2.       TESTING PERIOD

         The project is guaranteed to reach performance specifications for a
         period of seven (7) days before the Engineer will leave the site. The
         testing period will be completed with the Owner's personnel and raw
         materials.

3.       REMEDIES

         If the Project does not meet the above guarantees during the timeframe
         described in the Owners Agreement, Broin and Associates, Inc. will
         perform the following at their expense: 1) use Broin and Associates,
         Inc.s best effort to correct any problem, 2) repair or replace any
         failing component(s) or system(s) and 3) obtain any additional
         resources needed to satisfy guarantees.

This document contains the entire Process Guarantee provided by Broin and
Associates, Inc. No oral statements, representations or prior written matter not
contained in this document shall have any effect regarding Process Guarantee.

BROIN AND ASSOCIATES, INC.

/s/ Jeffrey S. Broin                                    October 15, 1999
-----------------------------                           ------------------------
Jeffrey S. Broin, C.E.O.                                Date


<Page>

--------------------------------------------------------------------------------
This document has important legal consequences; consultation with an attorney is
encouraged with respect to its use or modification. This document should be
adapted to the particular circumstances of the contemplated Project and the
applicable laws of the jurisdiction in which the Project is to be performed.
--------------------------------------------------------------------------------


                       STANDARD GENERAL CONDITIONS OF THE
                                CONTRACT BETWEEN
                            OWNER AND DESIGN/BUILDER

                                   Prepared by

                  ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE

                                       and

                         Issued and Published Jointly By

                                 [insert seals]

                    PROFESSIONAL ENGINEERS M PRIVATE PRACTICE
                           A PRACTICE DIVISION OF THE
                   NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS

                                  -------------

                      AMERICAN CONSULTING ENGINEERS COUNCIL

                                  -------------

                       AMERICAN SOCIETY OF CIVIL ENGINEERS

--------------------------------------------------------------------------------
These General Conditions have been prepared for use with the Agreements between
Owner and Design/Builder (Nos. 1910-40-A and -B) (1995 Edition) of the Engineers
Joint Contract Documents Committee. Their provisions are interrelated and a
change in one may necessitate a change in the others. The suggested language and
instructions contained in the Guide to Use of EJCDC Design/Build Documents (No.
1910-42) (1995 Edition) is also carefully interrelated with the language of
these General Conditions. Comments concerning their usage are also contained in
Document No. 1910-42 (1995 Edition).
--------------------------------------------------------------------------------

<Page>











               (C)1995 NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS
                     1420 KING STREET, ALEXANDRIA, VA 22314

                      AMERICAN CONSULTING ENGINEERS COUNCIL
                   1015 15TH STREET N.W., WASHINGTON, DC 20005

                       AMERICAN SOCIETY OF CIVIL ENGINEERS
                    345 EAST 47TH STREET, NEW YORK, NY 10017


<Page>

                               GENERAL CONDITIONS

ARTICLE 1--DEFINITIONS

1.01     DEFINED TERMS

         A. Wherever used in these General Conditions or in the other
Contract Documents the following terms have the meanings indicated which are
applicable to both the singular and plural thereof:

                  1. ADDENDA--Written or graphic instruments issued prior to the
         opening of Proposals which clarify, correct or change the Request for
         Proposals or the Contract Documents.

                  2. AGREEMENT--The written contract between OWNER and
         DESIGN/BUILDER covering the Work; other Contract Documents are attached
         to the Agreement and made a part thereof as provided therein.

                  3. APPLICATION FOR PAYMENT--The form which is to be used by
         DESIGN/BUILDER in requesting progress or final payments and which is to
         be accompanied by such supporting documentation as is required by the
         Contract Documents.

                  4. ASBESTOS--Any material that contains more than one percent
         asbestos and is friable or is releasing asbestos fibers into the air
         above current action levels established by the United States
         Occupational Safety and Health Administration.

                  5. BONDS--Performance and payment bonds and other instruments
         of security.

                  6. CASH FLOW PROJECTION--A schedule prepared by DESIGN/BUILDER
         estimating that portion of the Contract Price to be due during each
         month of performance.

                  7. CHANGE ORDER--A written order which is signed by
         DESIGN/BUILDER and OWNER which authorizes an addition, deletion or
         revision in the Work, or an adjustment in the Contract Price or the

Contract Times, issued on or after the Effective Date of the Agreement.

                  8. CONCEPTUAL DOCUMENTS--The drawings and specifications
         and/or other graphic or written materials, criteria and information
         concerning OWNER's requirements for the Project, such as design
         objectives and constraints, space, capacity and performance
         requirements, flexibility and expandability, including those items
         enumerated in the Request for Proposals which show or describe the
         character and scope of, or relate to, the Work to be performed or
         furnished and which have been prepared by or for OWNER.

<Page>

                  9. CONSTRUCTION--The performing or furnishing of labor, the
         furnishing and incorporating of materials and equipment into the Work
         and the furnishing of services (other than Design Professional
         Services) and documents, all as required by the Contract Documents.

                  10. CONSTRUCTION SUBAGREEMENT--A written agreement between
         DESIGN/BUILDER and a construction contractor for provision of
         Construction.

                  11. CONTRACT DOCUMENTS--The Agreement, the Conceptual
         Documents, Addenda (which pertain to the Contract Documents),
         DESIGN/BUILDER's Proposal, the Notice to Proceed, the Bonds, these
         General Conditions, the Supplementary Conditions, the Specifications
         and the Drawings together with all Work Change Directives, Change
         Orders. Written Amendments, and Field Orders, issued on or after the
         Effective Date of the Agreement. The Contract Documents also include
         those documents specifically identified by the OWNER in the Request for
         Proposals.

                  12. CONTRACT PRICE--The moneys payable by OWNER to
         DESIGN/BUILDER for completion of the Work in accordance with the
         Contract Documents.

                  13. CONTRACT TIMES--The numbers of days or the dates stated in
         the Agreement (i) to achieve Substantial Completion, and (ii) to
         complete the Work so that it is ready for final payment in accordance
         with paragraph I 3.08.A.

                  14. DEFECTIVE--An adjective which when modifying the term
         Construction refers to Construction that is unsatisfactory, faulty or
         deficient, in that it does not conform to the Contract Documents, or
         does not meet the requirements of any inspection, reference standard,
         test or approval referred to in the Contract Documents, or has been
         damaged prior to OWNER's final payment (unless responsibility for the
         protection thereof has been assumed by OWNER at Substantial
         Completion).

                  15. DESIGN/BUILDER--The individual or entity with whom OWNER
         has entered into the Agreement.

                  16. DESIGN SUBAGREEMENT--A written agreement between
         DESIGN/BUILDER and a design professional for provision of Design
         Professional Services.

                  17. DESIGN PROFESSIONAL SERVICES--Services related to the
         preparation of Drawings, Specifications, and other design submittals
         specified by the Contract Documents and required to be performed by
         licensed design professionals, as well as services provided by or for
         licensed design professionals during Bidding/Negotiating, Construction,
         or Operational phases.

                  18. DRAWINGS-Those portions of the Contract Documents prepared
         by or for DESIGN/BUILDER and approved by OWNER consisting of drawings,
         diagrams, illustrations, schedules and other data which show the scope,
         extent, and character of the Work.

<Page>

                  19. EFFECTIVE DATE OF THE AGREEMENT--The date indicated in the
         Agreement on which it becomes effective, but if no such date is
         indicated it means the date on which the Agreement is signed and
         delivered by the last of the two parties to sign and deliver.

                  20. ENGINEER--A duly licensed individual or entity designated
         by DESIGN/BUILDER to perform. or furnish specified Design Professional
         Services in connection with the Work.

                  21. FIELD ORDER--A written order issued by OWNER which orders
         minor changes in the Work but which does not involve a change in the
         Contract Price or the Contract Times:

                  22. HAZARDOUS CONDITION--The presence at the Site of Asbestos,
         Hazardous Waste, PCB's, Petroleum Products or Radioactive Materials in
         such quantities or circumstances that there is a danger to persons or
         property.

                  23. HAZARDOUS WASTE-The term Hazardous Waste shall have the
         meaning provided in Section 1004 of the Solid Waste Disposal Act (42
         USC Section 6903).

                  24. LAWS AND REGULATIONS; LAWS OR REGULATIONS-Any and all
         applicable laws, rules, regulations, ordinances, codes and orders of
         any and all governmental bodies, agencies, authorities and courts
         having jurisdiction.

                  25. LIENS--Charges, security interests or .encumbrances upon
         real property or personal property.

                  26. MILESTONE--A principal event specified in the Contract
         Documents relating to an intermediate completion date or time prior to
         Substantial Completion of all the Work.

                  27. NOTICE OF AWARD--The written notice by OWNER to the
         successful proposer stating that upon compliance by the successful
         proposer with the conditions precedent enumerated therein, within the
         time specified, OWNER will sign and deliver the Agreement.

                  28. NOTICE TO PROCEED--A written notice given by OWNER to
         DESIGN/BUILDER fixing the date on which the Contract Times will
         commence to run.

                  29. OWNER--The public body, or authority, individual or entity
         with whom DESIGN/BUILDER has entered into the Agreement and for whom
         the Work is to be provided.

                  30. OWNERS CONSULTANT--An individual or entity having a
         contract with OWNER to furnish services as OWNERs consultant with
         respect to the Project and who is identified as such in the
         Supplementary Conditions.

<Page>

                  31. OWNER'S REPRESENTATIVE--A person designated in
         writing to act as OWNER's representative with respect to
         DESIGN/BUILDER's performance of the Work. Such person shall have
         complete authority to transmit instructions, receive information,
         interpret and define OWNER's policies, make decisions with respect to
         performance of the Work, and provide such other services as may be
         agreed upon.

                  32. PARTIAL UTILIZATION--Use by OWNER of a substantially
         completed part of the Work for the purpose for which it is intended (or
         a related purpose) prior to Substantial Completion of all the Work.

                  33. PCBS--Polychlorinated biphenyls.

                  34. PETROLEUM--Petroleum, including crude oil or any fraction
         thereof which is liquid at standard conditions of temperature and
         pressure (60 degrees Fahrenheit and 14.7 pounds per square inch
         absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse,
         gasoline, kerosene, and oil mixed with other non-hazardous Wastes and
         crude oils.

                  35. PROJECT--The total construction of which the Construction
         to be provided under the Contract Documents may be the whole, or a part
         as indicated elsewhere in the Contract Documents.

                  36. PROPOSAL--The documents submitted by DESIGN/BUILDER in
         response to the Request for Proposals setting forth the design
         concepts, proposed prices, and other conditions for the Work to be
         performed.

                  37. RADIOACTIVE MATERIAl--Source, special nuclear, or
         byproduct material as defined by the Atomic Energy Act of 1954 (42 USC
         Section 2011 et seq.) as amended from time to time.

                  38. REQUEST FOR PROPOSALS--The document prepared by or for
         OWNER specifying and describing OWNER's objectives and the procedure to
         be followed in preparing and submitting a Proposal and awarding a
         contract.

                  39. RESIDENT PROJECT REPRESENTATIVE--The authorized
         representative of OWNER who may be assigned to the Site or any part
         thereof.

                  40. SCHEDULE OF VALUES--A schedule prepared by DESIGN/BUILDER
         and acceptable to OWNER indicating that portion of the Contract Price
         to be paid for each major component of the Work.

                  41. SITE--Lands or other areas designated in the
         Contract Documents as being furnished by OWNER for the performance of
         the Construction, storage, or access.

                  42. SPECIFICATIONS--Those portions of the Contract
         Documents prepared by or for DESIGN/BUILDER and approved by OWNER
         consisting of written technical descriptions

<Page>

         of materials, equipment, construction systems, standards and
         workmanship as applied to the Construction and certain administrative
         details applicable thereto.

                  43. SUBCONTRACTOR--An individual or entity other than a
         Supplier or Engineer having a direct contract with DESIGN/BUILDER -or
         with any other Subcontractor for the performance of a part of the Work.

                  44. SUBMITTAL--A written or graphic document prepared by or
         for DESIGN/BUILDER which is required by the Contract Documents to be
         submitted to OWNER by DESIGN/BUILDER. Submittals may include Drawings,
         Specifications, progress schedules, shop drawings, samples, Cash Flow
         Projections, and Schedules of Values. Submittals other than Drawings
         and Specifications are not Contract Documents.

                  45. SUBSTANTIAL COMPLETION--The time at which -the
         Construction (or a specified part) has progressed to the point where it
         is sufficiently complete, in accordance with the Contract Documents, so
         that the Construction (or a specified part) can be utilized for the
         purposes for which it is intended. `Me terms "substantially complete"
         and "substantially completed" as applied to all or part of the
         Construction refer to Substantial Completion thereof.

                  46. SUPPLEMENTARY CONDITIONS--The part of the Contract
         Documents which amends or supplements these General Conditions.

                  47. SUPPLIER--A manufacturer, fabricator, supplier,
         distributor, material man or vendor having a direct contract with
         DESIGN/BUILDER or with any Subcontractor to furnish materials or
         equipment to be incorporated in the Work by DESIGN/BUILDER or any
         Subcontractor.

                  48. UNIT PRICE WORK--Work to be paid for on the basis of unit
         prices.

                  49. WORK--The entire completed construction or the various
         separately identifiable parts thereof required to be performed or
         furnished under the Contract Documents. Work includes and is the result
         of performing or furnishing Design Professional Services and
         Construction required by the Contract Documents.

                  50. WORK CHANGE DIRECTIVE--A written directive to
         DESIGN/BUILDER, issued on or after the Effective Date of the Agreement
         and signed by OWNER ordering an addition, deletion or revision in the
         Work, or responding to differing site conditions under which the Work
         is to be performed as provided in paragraph 4.02 or to emergencies
         under paragraph 6.15. A Work Change Directive will not change the
         Contract Price or the Contract Times, but is evidence that the parties
         expect that the change directed or documented by a Work Change
         Directive will be incorporated in a subsequently issued Change Order
         following negotiations by the parties as to its effect, if any, on the
         Contract Price or Contract Times.

<Page>

                  51. WRITTEN AMENDMENT--A written amendment of the
         Contract Documents, signed by OWNER and DESIGN/BUILDER on or after the
         Effective Date of the Agreement and normally dealing with the
         non-engineering or non-technical rather than strictly design or
         construction-related aspects of the Contract Documents.

ARTICLE 2--PRELIMINARY MATTERS

2.01     DELIVERY OF BONDS

         A. When DESIGN/BUILDER delivers the executed Agreements to OWNER,
DESIGN/BUILDER shall also deliver to OWNER such Bonds as DESIGN/BUILDER may be
required to furnish in accordance with paragraph 5.01.A.

2.02     COMMENCEMENT OF CONTRACT TIMES; NOTICE TO PROCEED

         A. The Contract Times will commence to run on the thirtieth day
after the Effective Date of the Agreement, or, if a Notice to Proceed is given,
on the day indicated in the Notice to Proceed. A Notice to Proceed may be given
at any time within thirty days after the Effective Date of the Agreement. In no
event will the Contract Times commence to run later than the ninetieth day after
the last day for receipt of the Proposal or the thirtieth day after the
Effective Date of the Agreement, whichever date is earlier.

2.03     STARTING THE WORK

         A. DESIGN/BUILDER shall start to perform the Work on the date when the
Contract Times commence to run.

2.04     BEFORE STARTING CONSTRUCTION

         A. DESIGN/BUILDER shall submit the following for review within ten days
after commencement of the Contract Times:

                  1. A preliminary progress schedule indicating the
times (numbers of days or dates) for starting and completing the various stages
of the Work including each Milestone specified in the Contract Documents;

                  2. A preliminary schedule of required Submittals and
         the times for submitting, reviewing and processing each Submittal;

                  3. A preliminary Schedule of Values for all of the
         Work which will include quantities and prices of items aggregating the
         Contract Price and will subdivide the Work into component parts in
         sufficient detail to serve as the basis for progress payments during
         performance of the Work.. Such prices will include a pro rata amount of
         overhead and profit applicable to each item of Work; and

                  4. A preliminary Cash Flow Projection.

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         B. Before any Work is started, DESIGN/BUILDER and OWNER shall
each deliver to the other, with copies to each additional insured identified in
the Supplementary Conditions, certificates of insurance (and other evidence of
insurance which either of them or any additional insured may reasonably request)
which DESIGN/BUILDER and OWNER respectively are required to purchase and
maintain in accordance with paragraphs 5.02.A, 5.04.A and 5.04.B.

2.05     INITIAL CONFERENCE

         A. Within twenty days after the Contract Times start to run a
conference attended by OWNER and DESIGN/BUILDER and others as appropriate will
be held to establish a working understanding among the parties as to the Work
and to discuss the design concepts, schedules referred to in paragraph 2.04.A,
procedures for handling Submittals, processing Applications for Payment,
maintaining required records, items required pursuant to paragraph 8.01.A.6 and
other matters.

2.06     INITIALLY ACCEPTABLE SCHEDULES

         A. At least ten days before submission of the first Application
for Payment a conference attended by DESIGN/BUILDER, OWNER and others as
appropriate will be held to review for acceptability the schedules submitted in
accordance with paragraph 2.04A. DESIGN/BUILDER shall have an additional ten
days to make corrections and adjustments and to complete and resubmit the
schedules. No progress payment shall be made to DESIGN/BUILDER until the
schedules are submitted to and acceptable to OWNER as provide below. The
progress schedule will be acceptable to OWNER as providing an orderly
progression of the Work to completion within any specified Milestones and the
Contract Times, but such acceptance will neither impose on OWNER responsibility
for the sequencing, scheduling or progress of the Work nor interfere with or
relieve DESIGN/BUILDER from DESIGN/BUILDER's full responsibility therefore. The
format and structure of the progress schedule will be as set - forth in the
Contract Documents. OWNER's acceptance shall not be deemed to confirm that the
schedule is a reasonable plan for performing the Work. DESIGN/BUILDER's schedule
of Submittals will be acceptable to OWNER as providing a workable arrangement
for reviewing and processing the require Submittals. DESIGN/BUILDER's Schedule
of Values and Cash Flow Projection will be acceptable to OWNER as to form and
substance.

ARTICLE 3--CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.01     INTENT

         A. The Contract Documents comprise the entire agreement between
OWNER and DESIGN/BUILDER concerning the Work. The Contract Documents are
complementary; what is called for by one is as binding as if called for by all.
The Contract Documents will be construed in accordance with the law of the place
of the Project.

         B. It is the intent of the Contract Documents to describe a
functionally complete Project (or part thereof) to be designed and constructed
in accordance with the Contract Documents. Any

<Page>

Work, materials or equipment that may reasonably be inferred from the Contract
Documents or from prevailing custom or trade usage as being required to. produce
the intended result will be furnished and performed whether or not specifically
called for. When words or phrases which have a well-known technical or
construction industry or trade meaning are used to describe work, materials or
equipment, such words or phrases shall be interpreted in accordance with that
meaning.

3.02     REFERENCES

         A. Reference to standards, specifications, manuals or codes of
any technical society, organization or association, or to the Laws or
Regulations of any governmental authority, whether such reference be specific or
by implication, shall mean the latest standard, specification, manual, code or
Laws or Regulations in effect on the last day for receipt of Proposals except as
may be otherwise specifically stated in the Contract Documents.

         B. Except as otherwise specifically stated in the Contract
Documents or as may -be provided by amendment or supplement thereto issued by
one of the methods indicated in paragraph 3.03.A , the provisions of the
Contract Documents shall take precedence in resolving any conflict, error,
ambiguity or discrepancy between the provisions of the Contract Documents and:

                  1. the provisions of any such standard, specification, manual,
         code or instruction (whether or not specifically incorporated by
         reference in the Contract Documents); or

                  2. the provisions of any such Laws or Regulations
         applicable to the performance of the Work (unless such an
         interpretation of the provisions of the Contract Documents would result
         in violation of such Law or Regulation).

         C. No provision of any such standard, specification, manual,
code or instruction shall be effective to change the duties and responsibilities
of OWNER, DESIGN/BUILDER or any of their subcontractors, consultants, agents, or
employees from those set forth in the Contract Documents, nor shall it be
effective to assign to OWNER any duty or authority to supervise or direct the
furnishing or performance of the Work or any duty or authority to undertake
responsibility inconsistent with the provisions of paragraph 8.02 or any other
provision of the Contract Documents.

3.03     AMENDING DOCUMENTS AND SUPPLEMENTING CONTRACT

         A. The Contract Documents may be amended to provide for
additions, deletions and revisions in the Work or to modify the terms and
conditions thereof in one or more of the following ways:

                  1.       OWNER's approval of required Submittals (pursuant to
                           paragraph 6.16.B);

                  2.       A Work Change Directive;

                  3.       A Change Order,

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                  4.       A formal Written Amendment; or

                  5.       A Field Order.

3.04     REUSE OF DOCUMENTS

         A. All documents including Drawings and Specifications prepared
or furnished by DESIGN/BUILDER pursuant to this Agreement are instruments of
service in respect of the Project and DESIGN/BUILDER shall retain an ownership
and property interest therein whether or not the Project is completed. OWNER may
make and retain copies for information and reference in connection with the use
and occupancy of the Project by OWNER and others; however, such documents are
not intended or represented to be suitable for reuse by OWNER or others on
extensions of the Project or on any other project. Any reuse without written
verification or adaptation by DESIGN/BUILDER for the specific purpose intended
will be at OWNER's sole risk and without liability or legal exposure to
DESIGN/BUILDER and OWNER shall indemnify and hold harmless DESIGN/BUILDER,
Subcontractors, and Engineer from all claims, damages, losses and expenses
including attorneys' fees arising out of or resulting therefrom. Any such
verification or adaptation will entitle DESIGN/BUILDER to further compensation
at rates to be agreed upon by OWNER and DESIGN/BUILDER.

ARTICLE 4--AVAILABILITY OF LANDS; DIFFERING SITE CONDITIONS;
                  REFERENCE POINTS; HAZARDOUS CONDITIONS

4 01     AVAILABILITY OF LANDS

         A. OWNER shall furnish, as indicated in the Contract Documents,
the lands upon which the Construction is to be performed, rights-of-way and
easements for' access thereto, and such other lands which are designated for the
use of DESIGN/BUILDER.

         B. Upon reasonable written request, OWNER shall furnish
DESIGN/BUILDER with a correct statement of record legal title and legal
description of the lands upon which the Construction is to be performed and
OWNER's interest therein as necessary for giving notice of or filing a
mechanic's lien against such lands in accordance with applicable Laws and
Regulations. OWNER shall identify any encumbrances or restrictions not of
general application but specifically related to use of lands so furnished with
which DESIGN/BUILDER will have to comply in performing the Work. Easements for
permanent structures or permanent `changes in existing facilities will be
obtained and paid for by OWNER, unless otherwise provided in the Contract
Documents. If DESIGN/BUILDER and OWNER are unable to agree on entitlement to or
the amount or extent of any adjustments in the Contract Price or the Contract
Times as a result of any delay in OWNER's furnishing these lands, rights-of way
or easements, DESIGN/BUILDER may make a claim therefor as provided in Article 9.

         C. DESIGN/BUILDER shall provide for all additional lands and
access thereto that may be required for temporary construction facilities or
storage of materials and equipment.

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4.02     DIFFERING SITE CONDITIONS

         A. DESIGN/BUILDER shall promptly, and before the conditions are
disturbed, give a written notice to OWNER of (i) subsurface or latent physical
conditions at the Site which differ materially from those indicated in the
Contract Documents, or (ii) unknown physical conditions at the Site, of an
unusual nature, which differ materially from those ordinarily encountered and
generally recognized as inhering in work of the character called for by the
Contract Documents.

         B. OWNER will investigate the site conditions promptly after
receiving the notice. If the conditions do materially so differ and cause an
increase or decrease in the DESIGN/BUILDER's cost of, or the time required for,
performing any part of the Work, whether or not changed as a result of the
conditions, an equitable adjustment shall be made under this clause and the
Contract Price or Times modified in writing by Change Order in accordance with
Article 9.

         C. No request by DESIGN/BUILDER for an equitable adjustment
under paragraph 4.02 shall be allowed unless DESIGN/BUILDER has given the
written notice required; provided that the time prescribed in 9.02.A for giving
written notice may be extended by OWNER.

4.03     REFERENCE POINTS

         A. DESIGN/BUILDER shall be responsible for laying out the
construction and shall protect and preserve the reference points established by
OWNER pursuant to paragraph 8.01.A.6.e and shall make no changes or relocations
without the prior written approval of OWNER. DESIGN/BUILDER shall report to
OWNER whenever any reference point or property monument is lost or destroyed or
requires relocation because of necessary changes in grades or locations, and
shall be responsible for the accurate replacement or relocation of such
reference points or property monuments by professionally qualified personnel.

4.04     HAZARDOUS CONDITIONS

         A. OWNER will be responsible for any Hazardous Condition
encountered at the Site which was not identified in the Contract Documents to be
within the scope of the Work. OWNER shall not be responsible for materials
creating a Hazardous Condition brought to the Site by DESIGN/BUILDER,
Subcontractors, Suppliers or anyone else for whom DESIGN/BUILDER is responsible.

         B. DESIGN/BUILDER and any affected Subcontractor shall
immediately (i) stop all Construction in connection with such Hazardous
Condition and in any area affected thereby (except in an emergency as required
by paragraph 6.15), and (ii) notify OWNER (and thereafter confirm such notice in
writing). OWNER shall promptly determine the necessity of retaining a qualified
expert to evaluate such Hazardous Condition or take corrective action, if any.
DESIGN/BUILDER shall not be required to resume Construction in connection with
such Hazardous. Condition or in any such affected area until after OWNER has
obtained any required permits related thereto and delivered to DESIGN/BUILDER
special written notice (i) specifying that such Hazardous Condition and any
affected ants is or has been rendered safe for the resumption of Construction,
or (ii) specifying any special conditions under which such Construction may be
resumed safely. If

<Page>

OWNER and DESIGN/BUILDER cannot agree as to entitlement to or the amount or
extent of an adjustment, if any, in Contract Price or Contract Times as a result
of such Construction stoppage or such special conditions under which
Construction is agreed by DESIGN/BUILDER to be resumed, either party may make a
claim therefor as provided in Article 9.

         C. If after receipt of such special written notice
DESIGN/BUILDER does not agree to resume Construction based on a reasonable
belief it is unsafe, or does not agree to resume such Construction under such
special conditions, then OWNER may order such portion of the Work that is
related to such Hazardous Condition or in such affected area to be deleted from
the Work. If OWNER and DESIGN/BUILDER cannot agree as to entitlement to or the
amount or extent of an adjustment, if any, in Contract Price or Contract Times
as a result of deleting such portion of the Work, then either party may make a
claim therefor as provided in Article 9. OWNER may have such deleted portion of
the Work performed by OWNER'S own forces or others in accordance with Article 7.

         D. To the fullest extent permitted by Laws and Regulations,
OWNER shall indemnify and hold harmless DESIGN/BUILDER, Subcontractors,
Suppliers, Engineers and the officers, directors, employees, agents, other
consultants and subcontractors of each and any of them from and against all
claims, costs, losses and damages (including but not limited to all fees and
charges of engineers, architects, attorneys and other professionals and all
court or arbitration or other dispute resolution costs) arising out of or
resulting from such Hazardous Condition, provided that (i) any such claim, cost,
loss or damage is attributable to bodily injury, sickness, disease or death, or
to injury to or destruction of tangible property (other than completed
Construction Services), including the loss of use resulting therefrom, and (ii)
nothing in this paragraph 4.04.D shall obligate OWNER to indemnify any
individual or entity from and against the consequences of that individual's or
entity's own negligence or willful misconduct.

         E. The provisions of paragraph 4.02 are not intended to apply
to materials uncovered or revealed at the Site which are or could be a Hazardous
Condition when such materials are identified in the Supplementary Conditions.

ARTICLE 5--BONDS AND INSURANCE

5.01     PERFORMANCE, PAYMENT AND OTHER BONDS

         A. DESIGN/BUILDER shall furnish performance and payment Bonds,
each in an amount at least equal to the Contract Price as security for the
faithful performance and payment of all DESIGN/BUILDER'S obligations to furnish,
provide and pay for Construction and related materials under the Contract
Documents. These Bonds shall remain in effect at least until one year after the
date when final payment becomes due, except as provided otherwise by Laws or
Regulations or by the Contract Documents. DESIGN/BUILDER shall also furnish such
other Bonds as are required by the Supplementary Conditions. All Bonds shall be
in the form prescribed by the Contract Documents except as provided otherwise by
Laws or Regulations, and shall be executed by such sureties as are named in the
current list of "Companies Holding Certificates of Authority, as Acceptable
Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published
in Circular 570 (amended) by the Audit Staff, Bureau of Government Financial

<Page>

Operations, U.S. Treasury Department. All Bonds signed by an agent must be
accompanied by a certified copy of such agent's authority to act.

         B. If the surety on any Bond furnished by DESIGN/BUILDER is
declared a bankrupt or becomes insolvent or its right to do business is
terminated in any state where any part of the Project is located or it ceases to
meet the requirements of paragraph 5.0I.A, DESIGN/BUILDER shall within thirty
days thereafter substitute another Bond and surety meeting the requirements of
paragraphs 5.01.A and 5.09.

5.02     DESIGN/BUILDER'S LIABILITY INSURANCE

         A. DESIGN/BUILDER shall purchase and maintain such
Comprehensive or Commercial General Liability (subject to customary exclusions
in respect of professional liability), Automobile Liability and Worker's
Compensation insurance as is appropriate for the Work being performed and
furnished and as will provide protection from claims set forth below which may
arise out of or result from DESIGN/BUILDER's performance and furnishing of the
Work and DESIGN/BUILDER'S other obligations under the Contract Documents,
whether it is to be performed or furnished by DESIGN/BUILDER, any Subcontractor
or Supplier, or by anyone directly or indirectly employed by any of them to
perform or furnish any of the Work, or by anyone for whose acts any of them may
be liable:

                  1. Claims under workers' compensation, disability benefits and
         other similar employee benefit acts;

                  2. Claims for damages because of bodily injury,
         occupational sickness or disease, or death of DESIGN/BUILDER's
         employees;

                  3. Claims for damages because of bodily injury,
         sickness or disease, or death of any person other than DESIGN/BUILDER's
         employees;

                  4. Claims for damages insured by customary personal
         injury liability coverage which are sustained (i) by any person as a
         result of an offense directly or indirectly related to the employment
         of such person by DESIGN/BUILDER, or (ii) by any other person for any
         other reason;

                  5. Claims for damages, other than to the Work itself,
         because of injury to or destruction of tangible property wherever
         located, including loss of use resulting therefrom; and

                  6. Claims for damages because of bodily injury or
         death of any person or property damage arising out of the ownership,
         maintenance or use of any motor vehicle.

         B. The policies of insurance required by paragraph 5.02.A
shall:

                  1. With respect to insurance required by paragraphs
         5.02.A.3 through 5.02.A.6 inclusive, include as additional insureds
         OWNER and OWNER'S Consultants and any

<Page>

         other persons or entities indicated in the Supplementary Conditions,
         all of whom shall be listed as additional insureds, and include
         coverage for the respective officers and employees of all such
         additional insureds;

                  2. Include at least the specific coverages and be written for
         not less than the limits of liability provided in the Supplementary
         Conditions or required by Laws or Regulations, whichever is greater;

                  3. Include completed operations insurance;

                  4. Include contractual liability insurance covering
         DESIGN/BUILDER'S indemnity obligations under paragraphs 6.06, 6.10 and
         6.19;

                  5. Contain a provision or endorsement that the coverage
         afforded will not be cancelled, materially changed or renewal refused
         until at least 30 days prior written notice has been given to OWNER and
         each other additional insured indicated in the Supplementary Conditions
         to whom a certificate of insurance has been issued (and the
         certificates of insurance furnished by the DESIGN/BUILDER pursuant to
         paragraph 5.09.B will so provide);

                  6. Remain in effect at least until final payment and at all
         times thereafter when DESIGN/BUILDER may be correcting, `removing or
         replacing defective Construction in accordance with paragraphs 12.06
         and 12.07; and

                  7. With respect to completed operations insurance, and any
         other insurance coverage written on a claims-made basis, remain in
         effect for at least two years after final payment (and DESIGN/BUILDER
         shall furnish OWNER and each other additional insured indicated in the
         Supplementary Conditions to whom a certificate of insurance has been
         issued evidence satisfactory to OWNER and any such additional insured
         of continuation of such insurance at final payment and one year
         thereafter).

5.03     OWNER'S LIABILITY INSURANCE

         A. In addition to the insurance required to be provided by
DESIGN/BUILDER under paragraph 5.02, OWNER, at OWNER'S option, may purchase and
maintain at OWNER'S expense OWNER'S own liability insurance as will protect
OWNER against claims which may arise from operations under the Contract
Documents.

5.04     PROPERLY INSURANCE

         A. Unless otherwise provided in the Supplementary Conditions,
OWNER shall purchase and maintain property insurance upon the Construction at
the Site in the amount of the full replacement cost thereof (subject to such
deductible amounts as may be provided in the Supplementary Conditions or
required by Laws and Regulations). This insurance will:

<Page>

                  1. Include (lie interests of OWNER, DESIGN/BUILDER,
         Subcontractors, and any other persons or entities indicated in the
         Supplementary Conditions, each of whom is deemed to have an insurable
         interest and shall be listed as an insured or additional insured;

                  2. Be written on a Builder's Risk "all-risk" or open peril or
         special causes of loss policy form that shall at least include
         insurance for physical loss and damage to the Construction, temporary
         buildings, falsework and all materials and equipment in transit, and
         shall insure against at least the following perils or causes of loss:
         fire, lightning, extended coverage, theft, vandalism and malicious
         mischief, earthquake, collapse, debris removal, demolition occasioned
         by enforcement of Laws and Regulations, water damage, and such other
         perils or causes of loss as may be specifically required by the
         Supplementary Conditions;

                  3. Include expenses incurred in the repair or replacement of
         any insured property (including but not limited. to fees and charges of
         engineers and architects);

                  4. Cover materials and equipment stored at the Site .or at
         another location that was agreed to in writing by OWNER prior to being
         incorporated in the Construction, provided that such materials and
         equipment have been included in an Application for Payment approved by
         OWNER;

                  5. Be maintained in effect until final payment is made unless
         otherwise agreed to in writing by OWNER and DESIGN/BUILDER with thirty
         days written notice to each other additional insured to whom a
         certificate of insurance has been issued; and

                  6. Allow partial utilization in accordance with paragraph
         5.08.

         B. OWNER shall purchase and maintain such boiler and machinery
insurance or additional property insurance as may be required by the
Supplementary Conditions or Laws and Regulations which will include the
interests of OWNER, DESIGN/BUILDER, Subcontractors, and any other individuals or
entities indicated in the Supplementary Conditions, each of whom is deemed to
have an insurable interest and shall be listed as an insured or additional
insured.

         C. All the policies of insurance (and the certificates or other
evidence thereof) required to be purchased and maintained by OWNER in accordance
with paragraph 5.04 will contain a provision or endorsement that the coverage
afforded will not be cancelled or materially changed or renewal refused until at
least 30 days' prior written notice has been given to DESIGN/BUILDER and to each
other additional insured to whom a certificate of insurance has been issued and
will contain waiver provisions in accordance with paragraph 5.05.A.

         D. OWNER shall not be responsible for purchasing and
maintaining any property insurance to protect the interests of DESIGN/BUILDER,
Subcontractors, Suppliers, Engineers or others in the Work to the extent of any
deductible amounts that are identified in the Supplementary Conditions. The risk
of loss within such identified deductible amount,. will be borne by
DESIGN/BUILDER, Subcontractor or others suffering any such loss and if any of
them wishes

<Page>

property insurance coverage within the limits of such amounts, each may purchase
and maintain it at the purchaser's own expense.

         E. If DESIGN/BUILDER requests in writing that other special
insurance be included in the property insurance policies provided under
paragraph 5.04, OWNER shall, if possible, include such insurance, and the cost
thereof will be charged to DESIGN/BUILDER by appropriate Change Order or Written
Amendment. Prior to commencement of the Work at the Site, OWNER shall in writing
advise DESIGN/BUILDER whether or not such other insurance has been procured by
OWNER

5.05     WAIVER OF RIGHTS

         A. OWNER and DESIGN/BUILDER intend that all policies purchased
in accordance with paragraph 5.04 will protect OWNER, DESIGN/BUILDER, Engineers,
Subcontractors, and all other individuals or entities indicated in the
Supplementary Conditions to be listed as insureds or additional insureds in such
policies and will provide primary coverage for all losses and damages caused by
the perils or causes of loss covered thereby. All such policies shall contain
provisions to the effect that in the event of payment of any loss or damage the
insurers will have no rights of recovery against any of the insureds or
additional insureds thereunder. OWNER and DESIGN/BUILDER waive all rights
against each other and their respective officers, directors, employees and
agents for all losses and damages caused by, arising out of or resulting from
any of the perils or causes of loss covered by such policies and any other
property insurance applicable to the Work; and, in addition, waive all such
rights against Subcontractors, Suppliers, Engineers and all other individuals or
entities indicated in the Supplementary Conditions to be listed as insureds or
additional insureds under such policies for losses and damages so caused. None
of the above waivers shall extend to the rights that any party making such
waiver may have to the proceeds of insurance held by OWNER as trustee or
otherwise payable under any policy so issued. in addition, OWNER waives all
rights against DESIGN/BUILDER, Subcontractors, .Engineers and Suppliers and the
officers, directors, employees and agents of any of them for business
interruption, loss of use of OWNERs property and any other consequential damages
caused by, arising out of or resulting from any of such insured perils or causes
of loss or any other peril or cause of loss whether or not insured.

5.06.    RECEIPT AND APPLICATION OF PROCEEDS

         A. Any insured loss under the policies of insurance required by
paragraph 5.04 will be adjusted with OWNER and made payable to OWNER as
fiduciary for the insureds, as their interests may appear, subject to the
requirements of any applicable mortgage clause and of paragraph 5.06.B. OWNER
shall deposit in a separate account any money so received, and shall distribute
it in accordance with such agreement as the parties in interest may reach. If no
other special agreement is reached the damaged Work shall be repaired or
replaced, the moneys so received applied on account thereof and the Work and the
cost thereof covered by an appropriate Change Order or Written Amendment.

         B. OWNER as fiduciary shall have power to adjust and settle any
loss with the insurers unless one of the parties in interest shall object in
writing within fifteen days after the occurrence of

<Page>

loss to OWNER's exercise of this power. If such objection be made, OWNER as
fiduciary shall make settlement .with the insurers in accordance with such
agreement as the parties in interest may reach. If no such agreement among the
parties in interest is reached, OWNER as fiduciary shall adjust and settle the
loss with the insurers and, if required in writing by any party in interest,
OWNER as fiduciary shall give bond for the proper performance of such duties.

5.07     ACCEPTANCE OF BONDS AND INSURANCE; OPTION TO REPLACE

         A. If either party has any objection to the coverage afforded by or
other provisions of the Bonds or insurance required to be purchased and
maintained by the other party in accordance with Article 5 on the basis of their
not complying with the Contract Documents, the objecting party shall so notify
the other party in writing within ten days after receipt of the certificates (or
other evidence requested) required by paragraph 2.04.B. OWNER and DESIGN/BUILDER
shall each provide to the other such additional information in respect of
insurance provided as the other may reasonably request. If either party does not
purchase or maintain all of the Bonds and insurance required of such party by
the Contract Documents, such party shall notify the other party in writing of
such failure to purchase prior to the start of the Work, or of such failure to
maintain prior to any change in the required coverage. Without prejudice to any
other right or remedy, the other party may elect to obtain equivalent Bonds or
insurance to protect such other party's interests at the expense of the party
who was supposed to provide such coverage, and a Change Order or Written
Amendment shall be issued to adjust the Contract Price accordingly.

5.08     PARTIAL UTILIZATION-PROPERTY INSURANCE

         A. If OWNER finds it necessary to occupy or use a portion or portions
of the Work prior to Substantial Completion of all the Construction, such use or
occupancy may be accomplished in accordance with paragraph 13.06; provided that
no such use or occupancy shall commence before the insurers providing the
property insurance have acknowledged notice thereof and in writing effected any
changes in coverage necessitated thereby. The insurers providing the property
insurance shall consent by endorsement on the policy or policies, but the
property insurance shall not be cancelled or permitted to lapse on account of
any such partial use or occupancy.

5.09     LICENSED SURETIES AND INSURERS: CERTIFICATES OF INSURANCE

         A. All Bonds and insurance required by the Contract Documents to be
purchased and maintained by OWNER or DESIGN/BUILDER shall be obtained from
surety or insurance companies that are duly licensed or authorized in the
jurisdiction in which the Project is located to issue Bonds or insurance
policies for the limits and coverages so required. Such surety and insurance
companies shall also meet such additional requirements and qualifications as may
be provided in the Supplementary Conditions.

         B. DESIGN/BUILDER shall deliver to OWNER, with copies to each
additional insured indicated in the Supplementary Conditions, certificates of
insurance (and other evidence of insurance requested by OWNER or any other
additional insured) which DESIGN/BUILDER is required to purchase and maintain in
accordance with paragraph 5.02.A. OWNER shall deliver to

<Page>

DESIGN/BUILDER, with copies to each additional insured indicated iii -the
Supplementary Conditions, certificates of insurance (and other evidence of
insurance requested by DESIGN/BUILDER or any other additional insured) which
OWNER is required to purchase and maintain in accordance with paragraphs 5.04.A
and 5.04.B.

ARTICLE 6--DESIGN/BUILDER'S RESPONSIBILITIES

6.01     DESIGN PROFESSIONAL SERVICES

         A. Standard of Care: DESIGN/BUILDER shall perform or furnish Design
Professional Services and related services in all phases of the project. The
standard of care for all such services performed or furnished under this
Agreement will be the care and skill ordinarily used by members of the
engineering profession practicing under similar conditions at the same time and
locality.

         B. Preliminary Design Phase: After the Contract Times commence to run,
DESIGN/BUILDER shall:

                  1. Consult with OWNER to understand OWNER's requirements for
         the Project and review available data.

                  2. Advise OWNER as to the necessity of OWNER's providing or
         obtaining from others additional reports, data or services of the types
         provided in paragraph 8:01.A.6.a-f and assist OWNER in obtaining such
         reports, data, or services.

                  3. Identify and analyze requirements of governmental
         authorities having jurisdiction to approve the portions of the Project
         designed or specified by DESIGN/BUILDER with whom consultation is to be
         undertaken in connection with the Project.

                  4. Obtain such additional geotechnical and related information
         which it deems necessary for performance of the Work.

                  5. On the basis of the Conceptual Documents and
         DESIGN/BUILDER's Proposal, prepare preliminary design documents
         consisting of final design criteria, preliminary drawings, outline
         specifications, and written descriptions of the Project.

                  6. Furnish the preliminary design documents to and review them
         with OWNER within the time indicated in the schedules described in
         paragraph 2.06.A.

         C. FINAL DESIGN PHASE: After written acceptance by OWNER of the
preliminary design phase documents DESIGN/BUILDER shall:

                  1. On the basis of the accepted Preliminary Design Phase
         documents, prepare final Drawings showing the scope, extent, and
         character of the Construction to be performed and furnished by
         DESIGN/BUILDER and Specifications (which will be

<Page>

         prepared, where appropriate, in general conformance with the sixteen
         division format of the Construction Specifications Institute).

                  2. Provide technical criteria, written descriptions
         and design data required for obtaining approvals of such governmental
         authorities as have jurisdiction to review or approve the final design
         of the Project, and assist OWNER in consultations with appropriate
         authorities.

                  3. Furnish the above documents, Drawings and
         Specifications to and review them with OWNER within the time indicated
         in the schedules described in paragraphs 2.04.A and 2.06.A.

         D. Operational Phase: During the Operational Phase, DESIGN/BUILDER
shall:

                  1. Provide assistance in connection with the start-up,
         testing, refining and adjusting of any equipment or system.

                  2. Assist OWNER in training staff to operate and maintain the
         Project.

                  3. Assist OWNER in developing systems and procedures
         for control of the operation and maintenance of and record keeping for
         the Project.

6.02     SUPERVISION AND SUPERINTENDENCE OF CONSTRUCTION

         A. DESIGN/BUILDER shall supervise, inspect and direct the Construction
competently and efficiently, devoting such attention thereto and applying such
skills and expertise as may be necessary to provide the Construction in
accordance with the Contract Documents. DESIGN/BUILDER shall be solely
responsible for the means, methods, techniques, sequences. and procedures
employed for the provision of Construction. DESIGN/BUILDER shall be responsible
to see that the completed Construction complies accurately with the Contract
Documents and shall keep OWNER advised as to the quality and progress of the
Construction.

         B. DESIGN/BUILDER shall keep on the Site at all times during
construction a competent resident superintendent, who shall not be replaced
without written notice to OWNER except under extraordinary circumstances. The
superintendent will be DESIGN/BUILDER's representative at the Site and shall
have authority to act on behalf of DESIGN/BUILDER. All communications to the
superintendent shall be as binding as if given to DESIGN/BUILDER.

6.03     LABOR, MATERIALS AND EQUIPMENT

         A. DESIGN/BUILDER shall provide competent, suitably qualified
personnel to survey and lay out the Construction and perform Construction as
required by the Contract Documents. DESIGN/BUILDER shall at all times maintain
good discipline and order at the Site. Except as otherwise required for the
safety or protection of persons or the Work or property at the Site or adjacent
thereto, and except as otherwise indicated in the Contract Documents, all
Construction at the Site shall be performed during regular working hours, and
DESIGN/BUILDER will not permit

<Page>

overtime work or the performance of Construction on Saturday, Sunday or any
legal holiday without OWNERs written consent, which will not be unreasonably
withheld.

         B. Unless otherwise specified in the Contract Documents,
DESIGN/BUILDER shall furnish or cause to be furnished and assume full
responsibility for materials, equipment, labor, transportation, construction
equipment and machinery, toots, appliances, fuel, power, light, heat, telephone,
water, sanitary facilities, temporary facilities and all other facilities and
incidentals necessary for the furnishing, performance, testing, start-up and
completion of the Work. DESIGN/BUILDER, in the presence of OWNER's personnel,
will direct the checkout of utilities and operations of systems and equipment.

         C. All materials and equipment incorporated into the Work shall
be of good quality and new, except as otherwise provided in the Contract
Documents. All warranties and guarantees specifically called for by the Contract
Documents shall expressly run to the benefit of OWNER. If required by OWNER,
DESIGN/BUILDER shall furnish satisfactory evidence (including reports of
required tests) as to the kind and quality of materials and equipment. All
materials and equipment shall be applied, installed, connected, erected, used,
cleaned and conditioned in accordance with instructions of the applicable
Supplier, except as otherwise provided in the Contract Documents.

6.04     PROGRESS SCHEDULE

         A. DESIGN/BUILDER shall adhere to the. progress schedule established in
accordance with paragraph 2.06.A as it may be adjusted from time to time.

                  1. DESIGN/BUILDER shall submit to OWNER for acceptance
         proposed adjustments in the progress schedule that will not change the
         Contract Times (or Milestones). Such adjustments will conform generally
         to the progress schedule then in effect.

                  2. Proposed adjustments in the progress schedule that will
         change the Contract Times (or Milestones) shall be submitted in
         accordance with the requirements of Article 11. Such adjustments may
         only be made by a Change Order or Written Amendment.

6.05     CONCERNING SUBCONTRACTORS, SUPPLIERS AND OTHERS

         A. DESIGN/BUILDER shall not employ any Subcontractor, Engineer,
Supplier or other individual or entity- against whom OWNER may have reasonable
objection. DESIGN/BUILDER shall not be required to employ any Subcontractor,
Engineer, Supplier or other individual or entity to furnish or perform any of
the Work against whom DESIGN/BUILDER has reasonable objection.

         B. DESIGN/BUILDER shall be fully responsible to OWNER for all acts and
omissions of the Subcontractors, Engineers, Suppliers and other individuals or
entities performing or furnishing any of the Work under a direct or indirect
contract with DESIGN/BUILDER. Nothing in the Contract Documents shall create for
the benefit of any such Subcontractor, Engineer, Supplier or other individual or
entity any contractual relationship between OWNER and any such

<Page>

Subcontractor, Engineer, Supplier or other individual - or entity, nor shall
it create any obligation on the part of OWNER. to pay or to see to the
payment of any moneys due any such Subcontractor, Engineer, Supplier or other
individual or entity except as may otherwise be required by Laws and
Regulations.

         C. DESIGN/BUILDER shall be solely responsible for scheduling and
coordinating Subcontractors, Engineers, Suppliers and other individuals and.
entities performing or furnishing any of the Work under a direct or indirect
contract with DESIGN/BUILDER. DESIGN/BUILDER shall require all Subcontractors,
Engineers, Supplier: and such other individuals and entities performing or
furnishing any of the Work to communicate with the OWNER through DESIGN/BUILDER.

         D. All services performed or provided to and material and equipment
supplied to DESIGN/BUILDER by a Subcontractor or Supplier will be pursuant to an
appropriate Design' Subagreement or construction Subagreement between
DESIGN/BUILDER and the Subcontractor, Engineer or Supplier which specifically
binds the Subcontractor, Engineer or Supplier to the. applicable terms and
conditions of the Contract Documents for the benefit of OWNER. Whenever any such
agreement is with a Subcontractor, Engineer or Supplier who is listed as an
additional insured on the property insurance provided in paragraph 5.04.A or
5.04.B, the agreement between the DESIGN/BUILDER and the Subcontractor, Engineer
or Supplier will contain provisions whereby the Subcontractor, Engineer or
Supplier waives alt rights against OWNER, DESIGN/BUILDER, OWNER's Consultants
and all other additional insureds for all losses and damages caused by any of
the perils or causes of loss covered by such policies and any other property
insurance applicable to the Work. If the insurers on any such policies require
separate waiver forms to be signed by any Subcontractor, Engineer or Supplier,
DESIGN/BUILDER will obtain the same.

6.06     PATENT FEES AND ROYALTIES

         A. DESIGN/BUILDER shall pay all license fees and royalties and assume
all costs incident to the use in the performance of the Work or the
incorporation in the Work of any invention, design, process, product or device
which is the subject of patent rights or copyrights held by others. If a
particular invention, design, process, product or device is specified in the
Conceptual Documents for use in the performance of the Construction and if to
the actual knowledge of OWNER its use is subject to patent rights or copyrights
calling for the payment of any license fee or royalty to others, the existence
of such rights shall be disclosed by OWNER in the Conceptual Documents. To the
fullest extent permitted by Laws and Regulations, DESIGN/BUILDER shall indemnify
and hold harmless OWNER, from and against all claims, costs, losses and
damages:(including but not limited to all fees and charges of engineers,
architects, attorneys and other professionals and all court or arbitration or
other dispute resolution costs) arising out of or resulting from any
infringement of patent rights or copyrights incident to the use in the
performance of the Work. or resulting from the incorporation in the Work of any
invention, design, process, product or device not specified in the Conceptual
Documents.

<Page>

6.07     PERMITS

         A. Unless otherwise provided in the Contract Documents, DESIGN/BUILDER
shall directly or through one or more Subcontractors obtain and pay for all
necessary permits and licenses. OWNER shall assist DESIGN/BUILDER, when
necessary, in obtaining such permits and licenses. DESIGN/BUILDER shall pay all
governmental charges and inspection fees necessary for the prosecution of the
Construction, which are applicable on the last day for receipt of Proposals.
DESIGN/BUILDER shall pay alt charges of utility owners for connections to the
Work, and OWNER shall pay all charges of such utility owners for capital costs
related thereto.

6.08     LAWS AND REGULATIONS

         A. DESIGN/BUILDER shall give all notices and comply with all Laws and
Regulations of the place of the Project which are applicable to furnishing and
performance of the Work. - Except where otherwise expressly required by
applicable Laws and Regulations, OWNER shall not be responsible for monitoring
DESIGN/BUILDER's compliance with any Laws or Regulations.

         B. If DESIGN/BUILDER performs any Work knowing or having reason to know
that it is contrary to Laws or Regulations, DESIGN/BUILDER shall bear all costs
arising therefrom.

         C. Changes in Laws and Regulations not known or foreseeable on the date
of receipt of Proposals having an effect on the cost or time of performance may
be the subject of a claim under Article 9.

6.09     TAXES

         A. DESIGN/BUILDER shall pay all sales, consumer, use, gross receipts
and other similar taxes required to be paid by DESIGN/BUILDER in accordance with
the Laws and Regulations of the place of the Project which are applicable during
the performance of the Work.

6.10     USE OF SITE AND OTHER AREAS

         A. DESIGN/BUILDER shall confine construction equipment, the storage of
materials and equipment and the operations of construction workers to those
lands and areas permitted by the OWNER and other land and areas permitted by
Laws and Regulations, rights-of-way, permits and easements, and shall not
unreasonably encumber the premises with construction equipment or other
materials or equipment. DESIGN/BUILDER shall assume full responsibility for any
damage to any such land or area, or to the owner or occupant thereof or of any
adjacent land or areas, resulting from the performance of the Construction.
Should any claim be made by any such owner a occupant because of the performance
of the Construction, DESIGN/BUILDER shall promptly settle with such other party
by negotiation or otherwise resolve the claim by arbitration or other dispute
resolution proceeding or at law. DESIGN/BUILDER shall, to the fullest extent
permitted by Laws and Regulations, indemnify and hold harmless OWNER, OWNERs
Consultants and anyone directly or indirectly employed by any of them from and
against all claims, costs, losses and damages (including, but not limited to,
fees of engineers, architects, attorneys and other

<Page>

professionals and court and arbitration or other dispute resolution costs)
arising out of or resulting from any claim or action, legal or equitable;
brought by any such owner or occupant against OWNER, or any other party
indemnified hereunder to the extent caused by or based upon DESIGN/BUILDER's
performance of the Construction.

         B. During the performance of the Construction, DESIGN/BUILDER shall
keep the premises free from accumulations of waste materials, rubbish and outer
debris resulting from the Construction. At the completion of the Construction
DESIGN/BUILDER shall remove all waste materials, rubbish and debris from and
about the premises as well as all tools, appliances, construction equipment,
temporary construction and machinery and surplus materials. DESIGN/BUILDER shall
leave the Site clean and ready for occupancy by OWNER at Substantial Completion.
DESIGN/BUILDER shall restore to original condition all property not designated
for alteration by the Contract Documents.

         C. DESIGN/BUILDER shall not load nor permit any part of any
structure to be loaded in any manner that will endanger the structure, nor shall
DESIGN BUILDER subject any part of the Work or adjacent property to stresses or
pressures that will endanger it.

6.11     RECORD DOCUMENTS

         A. DESIGN/BUILDER shall maintain in a safe place at the Site one record
copy of all Drawings, Specifications, Addenda, Written Amendments, Change
Orders, Field Orders and Work Change Directives, in good order and annotated to
show all changes made during construction. These record documents together with
all approved Submittals will be available to OWNER for reference. Upon
completion of the Work, these record documents and Submittals, including a
reproducible set of record drawings, will be delivered to OWNER.

6.12     SAFETY AND PROTECTION

         A. DESIGN/BUILDER shall be solely responsible for initiating,
maintaining and supervising all safety precautions and programs in connection
with the Construction. DESIGN/BUILDER shall take all necessary precautions for
the safety of, and shall provide the necessary protection to prevent damage,
injury or loss to:

                  1. all persons on the Site or who may be affected by the
         Construction;

                  2. all Work and materials and equipment to be incorporated
         therein, whether in storage on or off the Site; and

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

         B. DESIGN/BUILDER shall comply with applicable Laws and Regulations of
any public body having jurisdiction for safety of persons or property or. to
protect them from damage, injury or loss; and shall erect and maintain all
necessary safeguards for such safety and protection.

<Page>

DESIGN/BUILDER shall notify owners of adjacent property and of underground
facilities and utility owners when prosecution of the Work may affect them, and
shall cooperate with them in the protection, removal, relocation and replacement
of their property. All damage, injury or loss to any property caused, directly
or indirectly, in whole or in part, by DESIGN/BUILDER, any Subcontractor,
Supplier or any other individual or entity directly or indirectly employed by
any of them to perform or furnish any of the Work or anyone for whose acts any
of them may be liable; shall be remedied by DESIGN/BUILDER. DESIGN/BUILDER'S
duties and responsibilities for safety and for protection of the construction
shall continue until such time as all the Work is completed and OWNER has issued
a notice to DESIGN/BUILDER in accordance with paragraph 13.09 that the Work is
acceptable (except as otherwise expressly provided in connection with
Substantial Completion).

6.13     SAFETY REPRESENTATIVE

         A. DESIGN/BUILDER shall designate a qualified and experienced safety
representative at the Site whose duties and responsibilities shall be the
prevention of accidents and the maintaining and supervising of safety
precautions and programs.

6.14     HAZARD COMMUNICATION PROGRAMS

         A. DESIGN/BUILDER shall be responsible for coordinating any exchange of
material safety data sheets or other hazard communication information required
to be made available to or exchanged between or among employers at the Site in
accordance with Laws or Regulations.

6.15     EMERGENCIES

         A. In emergencies affecting the safety or protection of persons or the
construction or property at the Site or adjacent thereto, DESIGN/BUILDER,
without special instruction or authorization from OWNER, is obligated to act to
prevent threatened damage, injury or loss. DESIGN/BUILDER shall give OWNER
prompt written notice if DESIGN/BUILDER believes that any significant changes in
the Construction or variations from the Contract Documents have been caused
thereby. If a change in the Contract Documents is required because of the action
taken by DESIGN/BUILDER in response to such an emergency, a Work Change
Directive or Change Order will be issued to document the consequences of such
action.

6.16     SUBMITTALS

         A. OWNER will review and approve Submittals in accordance with the
schedule of required Submittals accepted by OWNER as required by paragraph
2.06.A. OWNER'S review and approval will be only to determine if the items
covered by the Submittals will, after installation or incorporation in the
construction, conform to the information given in the Contract Documents and be
compatible with the design concept of the completed Project as a functioning
whole as indicated by the Contract Documents. OWNER'S review and approval will
not extend to means, methods, techniques, sequences or procedures of
construction (except where a particular means, method, technique, sequence or
procedure of construction is specifically and expressly called for by the
Contract Documents) or to safety precautions or programs incident thereto. The
review and

<Page>

approval of a separate item as such will not indicate approval of the assembly
in which the item functions. DESIGN/BUILDER shall make corrections required by
OWNER, and shall return the required number of corrected copies of the required
Submittal for review and approval. DESIGN/BUILDER shall direct specific
attention in writing to revisions other than the corrections called for by OWNER
on previous Submittals.

         B. OWNER's review and approval of required Submittals shall not relieve
DESIGN/BUILDER from responsibility for any variation from the requirements of
the Contract Documents unless DESIGN/BUILDER has in writing called OWNER'S
attention to each such variation at the time of submission and OWNER has given
written approval of each such variation by specific written notation thereof
incorporated in or accompanying the Submittal. .

         C. Where a Submittal is required by the Contract Documents or the final
schedule of Submittals accepted by OWNER as required by paragraph 2.06.A, any
related Construction provided prior to OWNER'S review and approval of the
pertinent Submittal will be at the sole expense and responsibility of
DESIGN/BUILDER.

6.17     CONTINUING THE WORK

         A. DESIGN/BUILDER shall carry on the Work and adhere to the progress
schedule during all disputes or disagreements with OWNER. No Work shall be
delayed or postponed pending resolution of any disputes or disagreements, except
as DESIGN/BUILDER and OWNER may otherwise agree in writing.

6.18     DESIGN/BUILDER'S GENERAL WARRANTY AND GUARANTEE

         A. DESIGN/BUILDER warrants and guarantees to OWNER that all
Construction will be in accordance with the Contract Documents and will not be
defective. DESIGN/BUILDERs warranty and guarantee hereunder excludes defects or
damage caused by:

                  1. Abuse, modification or improper maintenance or operation by
         persons other than DESIGN/BUILDER, Subcontractors or Suppliers; or

                  2. Normal wear and tear under normal usage.

         B. DESIGN/BUILDER's obligation to perform and complete the Work in
accordance with the Contract Documents shall be absolute. None of the following
will constitute an acceptance of Work that is not in accordance with the
Contract Documents or a release of DESIGN/BUILDER's obligation to perform the
Work in accordance with the Contract Documents:

         1.       Observations by OWNER;

         2.       The making of any progress or final pay-

         3.       The issuance of a certificate of Substantial Completion;

<Page>

         4.       Use or occupancy of the Work or any part thereof by OWNER;

         5.       Any acceptance by OWNER or any failure to do so;

         6.       Any review and approval of a Submittal;

         7.       Any inspection, test or approval by others; or

         8. Any correction of defective Construction by OWNER.

6.19     INDEMNIFICATION

         A. DESIGN/BUILDER shall indemnify and hold harmless OWNER, OWNER's
officers, directors, employees, agents and consultants from and against all
claims, costs, losses and damages (including but not limited to all fees and
charges of engineers, architects, attorneys and other professionals and all
court or arbitration or other dispute resolution costs) arising out of or
resulting from the performance of Construction, provided that any such claim,
cost, loss or damage is attributable to bodily injury, sickness, disease or
death, or to injury to or destruction of tangible property (other than the Work
itself), including the loss of use resulting therefrom, but only to the extent
such claim, cost or damage is caused by any negligent act or omission of
DESIGN/BUILDER, any Subcontractor, Engineer, any Supplier, any individual or
entity directly or indirectly employed by any of them to perform or furnish any
of the Work or anyone for whose acts any of them may be liable.

         B. In any and all claims against OWNER or any of their respective
consultants, agents, officers, directors or employees by any employee (or the
survivor or personal representative of such employee) of DESIGN/BUILDER, any
Subcontractor, any Engineer, any Supplier, any individual or entity directly or
indirectly employed by any of them to perform or furnish any of the Work or
anyone for whose acts any of them may be liable, the indemnification obligation
under paragraph 6.19.A shall not be limited in any way by any limitation on the
amount or type of damages, compensation or benefits payable by or for
DESIGN/BUILDER or any such Subcontractor, Engineer, Supplier or other individual
or entity under workers' compensation acts, disability benefit acts or other
employee benefit acts.

         C. The indemnification obligations of DESIGN/BUILDER under paragraph
6.19 shall not extend to the liability of OWNER's Consultants, officers,
directors, employees or agents arising out of the preparation or approval of
maps, drawings, opinions, reports, surveys, designs, or specifications.

ARTICLE 7--OTHER CONSTRUCTION

7.01     RELATED CONSTRUCTION AT SITE

         A. OWNER may perform other Work related to the Project at the Site by
OWNER'S own forces, or let other direct contracts therefor or have other work
performed by utility owners. If the fact that such other work is to be performed
was not noted in the Conceptual Documents then

<Page>

(i) written notice thereof will be given to DESIGN/BUILDER prior to starting any
such other work and (ii) DESIGN/BUILDER may make a claim therefor as provided in
Article 9 if DESIGN/BUILDER believes that such performance will involve
additional expense to DESIGN/BUILDER or requires additional time and the parties
are unable to agree as to the amount or extent thereof.

         B. DESIGN/BUILDER shall afford each other contractor who is a party to
such a direct contract and each utility owner (and OWNER, if OWNER is performing
the additional work with OWNER's employees) proper and safe access to the Site
and a reasonable opportunity for the introduction and storage of materials and
equipment and the execution of such other work and shall properly connect and
coordinate the Construction with theirs. Unless otherwise provided in the
Contract Documents, DESIGN/BUILDER shall do all cutting, fitting and patching of
the Work that may be required to make its several parts come together properly
and ate with such other work. DESIGN/BUILDER shall not endanger any work of
others by cutting, excavating or otherwise altering their work and will only cut
a alter their work with the written consent of OWNER and the others whose work
will be affected. The duties and responsibilities of DESIGN/BUILDER under this
paragraph are for the benefit of such utility owners and other contractors to
the extent that. there are comparable provisions for the benefit of
DESIGN/BUILDER in said direct contracts between OWNER and such utility owners
and other contractors.

         C. If the proper execution or results of any part of DESIGN/BUILDER's
Work depends upon work perforated or services provided by others under this
Article 7, DESIGN/BUILDER shall inspect such other work and appropriate
instruments of service and promptly report to OWNER in writing any delays,
defects or deficiencies in such other work or services that render it
unavailable or unsuitable for the proper execution and results of
DESIGN/BUILDER's Work. DESIGN/BUILDER'S failure so to report will constitute an
acceptance of such other work as fit and proper for integration with
DESIGN/BUILDER's Work except for latent or nonapparent defects and deficiencies
in such other work.

7.02     COORDINATION

         A. If OWNER contracts with others for the performance of other work on
the Project at the Site, the following will be set forth in Supplementary
Conditions:

                  1. The individual or entity who will have authority and
         responsibility for coordination of -the activities among the various
         prime contractors will be identified;

                  2. The specific matters to be covered by such authority and
         responsibility will be itemized; and

                  3. The extent of such authority and responsibilities will be
         provided.

         B. Unless otherwise provided in the Supplementary Conditions, OWNER
shall have sole authority and responsibility in respect of such coordination.

<Page>

ARTICLE 8--OWNER'S RESPONSIBILITIES

8.01     GENERA!

         A. OWNER shall do the following in a timely manner so as not to delay
the services of -DESIGN/BUILDER.

                  1. Designate in writing a person to act as OWNER's
         Representative with respect to the services to be rendered under this
         Agreement.

                  2. Provide such legal services as OWNER may require with
         regard to legal issues pertaining to the Project including any that may
         be raised by DESIGN/BUILDER.

                  3. If requested in writing by DESIGN/BUILDER, furnish
         reasonable evidence satisfactory to DESIGN/BUILDER, that sufficient
         funds are-available and committed for the entire cost of the Project.
         Unless such reasonable evidence is furnished, DESIGN/BUILDER is not
         required to commence or continue any Work, or may, if such evidence is
         not presented within a reasonable time, stop Work upon 15 days notice
         to the Owner.

                  4. Make payments to DESIGN/BUILDER promptly when they are due
         as provided in paragraph 13.04 and 13.09.

                  5. Furnish lands and easements as set forth in paragraph
         4.01.A.

                  6. Furnish to DESIGN/BUILDER, as required for performance of
         DESIGN/BUILDER's Services the following, all of which DESIGN/BUILDER
         may use and rely upon in performing services under this Agreement:

                  a. Environmental assessment and impact statements;

                  b. Property, boundary, easement, right-of-way, topographic and
         utility surveys;

                  c. Property descriptions;

                  d. Zoning, deed and other land use restrictions;

                  e. Engineering surveys to establish reference points for
         design and construction which in OWNER's judgment are necessary to
         enable DESIGN/BUILDER to proceed with the Work;

                  f. Assistance in filing documents required to obtain necessary
         approvals of governmental
         authorities having jurisdiction over the Project;

                  g. Subsurface data used in preparation of the Conceptual
         Documents.

<Page>

                  7. Review submittals subject to OWNER review pursuant to
         paragraph 6.16.A.

                  8. Provide information known to or in the possession of OWNER
         relating to the presence of materials and substances at the site which
         could create a Hazardous Condition.

         B. OWNER's responsibilities in respect of purchasing and
maintaining liability and property insurance are set forth in paragraphs 5.03.A
through 5.04.E.

8.02     SCOPE OF OWNER'S SAFETY AND HAZARDOUS WASTE RESPONSIBILITIES

         A. The OWNER shall not supervise, direct or have control or
authority over, nor be responsible for, DESIGN/BUILDER's means, methods,
techniques, sequences or procedures of construction or the safety precautions
and programs incident thereto, or for any failure of DESIGN/BUILDER to comply
with Laws and Regulations applicable to the furnishing or performance of the
Work. OWNER will not be responsible for DESIGN/BUILDER's failure to perform or
furnish the Work in accordance with the Contract Documents.

         B. OWNER'S responsibility in respect of undisclosed Asbestos,
PCBs, Petroleum, Hazardous Waste or Radioactive Materials uncovered or revealed
at the Site is set forth in paragraph 4.04.

8.03     RESIDENT PROJECT REPRESENTATION

         A. OWNER may furnish a Resident Project Representative to
observe the performance of Construction. The duties, responsibilities and
limitations of authority of any such Resident Project Representative and
assistants will be as provided in the Supplementary Conditions.

ARTICLE 9--CHANGES IN THE WORK; CLAIMS

9.01     GENERAL RIGHTS AND OBLIGATIONS

         A. Without invalidating the Agreement and without notice to any
surety, OWNER may, at any time or from time to time, order additions, deletions
or revisions in the Work within .the general scope of the contract by a Written
Amendment, a Change Order, or a Work Change Directive. Upon receipt of any such
document, DESIGN/BUILDER shall promptly proceed with the Work involved which
will be performed under the applicable provisions of the Contract Documents
(except as otherwise specifically provided).

9.01     NOTICE OF INTENT TO MAKE CLAIM

         A. If OWNER and DESIGN/BUILDER are unable to agree as to the
extent, if any, of an adjustment in the Contract Price or an adjustment of the
Contract Times that should be allowed as a result of any order of OWNER pursuant
to paragraph 9.01.A or other occurrence for which the Contract Documents provide
that such adjustment(s) may be made, a claim may be made therefor. Written
notice of intent to make such a claim shall be submitted to the other party
promptly and in no event more than 30 days after the start of the occurrence or
event giving rise to the claim.

<Page>

9.03     CLAIM DOCUMENTATION

         A. Substantiating documentation shall be submitted by the claiming
party within 30 days after delivery of the notice required by paragraph 9.02.A.

9.04     DECISION

         A. The other party shall render a decision on the claim no more than 30
days after the receipt of the substantiating documentation required by paragraph
9.03.A. This decision will be final and binding unless the claiming party gives
notice of intention to exercise its fights under Article 15 within 30 days of
receipt of the decision. and exercises such rights within 30 days of giving the
notice of intent.

9.05     TIME LIMIT EXTENSION

         A. The time limits of paragraphs 9.03.A and 9.04.A may be extended by
mutual agreement.

9.06     EXCEPTIONS

         A. DESIGN/BUILDER shall not be entitled to an increase in the Contract
Price or an extension of the Contract Times with respect to any Work performed
that is not required by the Contract Documents as amended, modified and
supplemented -as provided in paragraph 3.03, except in the case of an emergency
as provided in paragraph 6.15 or in the cast of uncovering Construction as
provided in paragraph 12.04.

9.07     EXECUTION OF CHANGE ORDERS

         A. OWNER and DESIGN/BUILDER shall execute appropriate Change Orders or
Written Amendments covering:

                  1. changes in the Work which are (i) ordered by OWNER
         pursuant to paragraph 9.01, (ii) required because of acceptance of
         defective Construction under paragraph 12.08 or correcting defective
         Work under paragraph 12.09 or (iii) agreed to by the parties; and

                  2. changes in the Contract Price or Contract Times which are
         agreed to by the parties.

9.08     NOTICE TO SURETIES

         A. If notice of any change affecting the general scope of the
Work or the provisions of the Contract Documents (including, but not limited to,
Contract Price or Contract Times) is required by the provisions of any Bond to
be given to a surety, the giving of any such notice will be

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DESIGN/BUILDER's responsibility, and the amount of each applicable Bond will be
adjusted accordingly.

ARTICLE 10--CHANGE OF CONTRACT PRICE

10.01    GENERAL

         A. The Contract Price constitutes the total compensation (subject to
authorized adjustments) payable to DESIGN/BUILDER for performing the Work.

         B. The Contract Price may only be changed by a Change Order or by a
Written Amendment. Any claim for an adjustment in the Contract Price shall be
based on written notice delivered by the party making the claim to the other
party promptly' in accordance with paragraph 9.02.A.

         C. The value of any Work covered by a Change Order or of any
claim for an adjustment in the Contract Price will be determined as follows:

                  1. Where the Work involved is covered by unit prices contained
         in the Contract Documents, by application of such unit prices to the
         quantities of the items involved;

                  2. Where the Work involved is not covered by unit prices
         contained in the Contract Documents, by a mutually agreed lump sum
         (which may include an allowance for overhead and `profit not
         necessarily in accordance with paragraph 10.02) or by mutually agreed
         unit prices;

                  3. Where the Work involved is not covered by unit prices
         contained in the Contract Documents and agreement to a lump sum is not
         reached under paragraph 10.01.C2, on the basis of the Cost of the Work
         (determined as provided in paragraph 10.02) plus a DESIGN/BUILDER's Fee
         for overhead and profit (determined as provided in paragraph 10.02.C).

10.02    COST OF THE WORK

         A. Costs Included: The term Cost of the Work means the sum of all costs
necessarily incurred and paid by DESIGN/BUILDER in the proper performance of the
Work. Except as otherwise may be agreed to in writing by OWNER, such costs shall
be in amounts no higher than those prevailing in the locality of the Project,
shall include only the following items and shall not include any of the costs
itemized in paragraph 10.02.B:

                  1. Payroll costs for employees in the direct employ of
         DESIGN/BUILDER in the performance of the Work under schedules of job
         classifications agreed upon by OWNER and DESIGN/BUILDER equal to salary
         costs times a factor, both as designated in the Agreement, for all
         services performed or furnished by such employees engaged on the
         Project.

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                  2. Cost of all materials and equipment furnished and
         incorporated in the Work, including costs of transportation and storage
         thereof, and Suppliers' field services required in connection
         therewith. All cash discounts shall accrue to DESIGN/BUILDER unless
         OWNER deposits funds with DESIGN/BUILDER with which to make payments,
         in which case the cash discounts shall accrue to OWNER. All trade
         discounts, rebates and refunds and returns from sale of surplus
         materials and equipment shall accrue to OWNER, and DESIGN/BUILDER shall
         make provisions so that they may be obtained.

                  3. Payments made by DESIGN/BUILDER to Subcontractors for Work
         performed or furnished by Subcontractors.

                  4. Payments made by DESIGN/BUILDER to Engineers for Design
         Professional Services provided or furnished by Engineers under a Design
         Subagreement.

                  5. Costs of special consultants (including but not limited to
         testing laboratories, surveyors, attorneys and accountants) employed
         for services specifically related to the Work.

                           a. Such employees shall include without limitation
                  superintendents, foremen and other personnel employed
                  full-time at the Site. Payroll costs for employees not
                  employed full time on the Site shall be apportioned on the
                  basis of their time spent on the Site. Payroll costs shall
                  include, but not be limited to, salaries and wages plus the
                  cost of fringe benefits which shall include social security
                  contributions, unemployment, excise and payroll taxes,
                  workers' compensation, health and retirement benefits,
                  bonuses, sick leave, vacation and holiday pay applicable
                  thereto. The expenses of performing Work after regular working
                  hour:, on Saturday, Sunday or legal holidays, shall be
                  included in the above to the extent authorized by OWNER.

                           b. Such employees shall also include engineers and
                  engineering technicians providing Design Professional
                  Services. For purposes of this paragraph 10.02A.1,
                  DESIGN/BUILDER shall be entitled to payment for such employees
                  an amount items:

                  6. Supplemental costs including the following

                           a. The proportion of necessary transportation, travel
                  and subsistence expenses of DESIGN/BUILDER's employees
                  incurred in discharge of duties connected with the Work.

                           b. Cost, including transportation and maintenance, of
                  all materials, supplies, equipment, machinery, appliances,
                  office and temporary facilities at the Site and hand tools not
                  owned by the workers, which are consumed in the performance of
                  the Work, and cost less market value of such items used but
                  not consumed which remain the property of DESIGN/BUILDER.

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                           c. Rentals of all Work equipment and machinery and
                  the parts thereof whether rented from DESIGN/BUILDER or others
                  in accordance with rental agreements approved by OWNER, and
                  the costs of transportation, loading, unloading, installation,
                  dismantling and removal thereof--all in accordance with the
                  terms of said rental agreements. The rental of any such
                  equipment, machinery or parts shall cease when the use thereof
                  is no longer necessary for the Work.

                           d. Sales, consumer, use or similar taxes related to
                  the Work, and for which DESIGN/BUILDER is liable, imposed by
                  Laws and Regulations.

                           e. Deposits lost for causes other than negligence of
                  DESIGN/BUILDER, any Subcontractor or anyone directly or
                  indirectly employed by any of them or for whose acts any of
                  them may be liable, and royalty payments and fees for permits
                  and licenses.

                           f. Losses, damages and related expenses caused by
                  damage to the Work not compensated by insurance or otherwise,
                  sustained by DESIGN/BUILDER in connection with the furnishing
                  and performance of the Work provided they have resulted from
                  causes other than the negligence of DESIGN/BUILDER, any
                  Subcontractor, or anyone directly or indirectly employed by
                  any of them or for whose acts any of them may be liable. Such
                  losses shall include settlements . made with the written
                  consent and approval of OWNER. No such losses- damages and
                  expenses shall be included in the Cost of the Work for the
                  purpose of determining DESIGN/BUILDER's fee. If, however, any
                  such loss or damage requires rework and DESIGN/BUILDER is
                  placed in charge thereof, DESIGN/BUILDER shall be paid for
                  services a fee proportionate to that stated in paragraph
                  10.02.C.

                           g. The cost of utilities, fuel and sanitary
                  facilities at the Site.

                           h. Minor expenses such as telegrams, long distance
                  telephone calls, telephone service at the Site, expressage and
                  similar petty cash items in connection with the Work.

                           i. Cost of premiums for all Bonds and
                  insurance DESIGN/BUILDER is required by the Contract Documents
                  to purchase and maintain.

         B. COSTS EXCLUDED. The term Cost of the Work shall not include any of
the following:

                           1. Payroll costs and other compensation of
                  DESIGN/BUILDER's officers, executives, principals (of
                  partnerships and sole proprietorships), general managers,
                  engineers, architects, estimators, attorneys, auditors,
                  accountants, purchasing and contracting agents, expediters,
                  timekeepers, clerks and other personnel employed by
                  DESIGN/BUILDER whether at the Site or in DESIGN/BUILDERs
                  principal or a branch office for general administration of the
                  Work and not specifically included in the agreed upon schedule
                  of job classifications

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                  referred to in paragraph 10.02.A.1 -- all of which are to be
                  considered administrative costs covered by the
                  DESIGN/BUILDER's fee.

                  2. Expenses of DESIGN/BUILDER's principal and branch offices
         other than DESIGN/BUILDER's office at the Site.

                  3. Any part of DESIGN/BUILDER's capital expenses, including
         interest on DESIGN/BUILDER's capital employed for the Work and charges
         against DESIGN/BUILDER for delinquent payments.

                  4. Costs due to the negligence of DESIGN/BUILDER, any
         Subcontractor, or anyone directly or indirectly employed by arty of
         them or for whose acts any of ahem may be liable, including but not
         limited to, the correction of defective Work, disposal of materials or
         equipment wrongly supplied and making good any damage to property.

                  5. Other overhead or general expense costs of any kind and the
         costs of any item not specifically and expressly included in paragraph
         10.02.

         C. FEE: The DESIGN/BUILDER's fee allowed to DESIGN/BUILDER for overhead
and profit on Change Orders priced by paragraph 10.01.C.3 shall be determined as
follows:

                  1. A mutually acceptable fixed fee; or

                  2. If a fixed fee is not agreed upon, then a fee based on the
         following percentages of the various portions of the Cost of the Work:

                           a. For costs incurred under paragraphs 10.02.A.1,
                  A.2, A.5 and A.6 the DESIGN/BUILDER'S fee shall be 15 percent;

                           b. For costs incurred under paragraph 10.02.A.3 and
                  10.02.A.4, the DESIGN/BUILDER's fee shall be five percent;

                           c. Where one or more tiers of subcontracts are on the
                  basis of Cost of the Work plus a fee and no fixed fee is
                  agreed upon, the intent of paragraphs 10.02.A.1, 10.02.A.2 and
                  10.02.A.3 is that the Subcontractor who actually performs or
                  furnishes Work, at whatever tier, will be paid a fee of 15
                  percent of the costs incurred by such Subcontractor under
                  paragraphs 10.02A.1 and 10.02.A.2 and that any higher tier
                  Subcontractor and DESIGN/BUILDER will each be paid a fee of
                  five percent of the amount paid to the next lower tier
                  Subcontractor;

                           d. The amount of credit to be allowed by
                  DESIGN/BUILDER to OWNER for any change which results in a net
                  decrease in cost will be the amount of the actual net decrease
                  in cost plus a deduction in DESIGN/BUILDER's fee by an amount
                  equal to five percent of such net decrease; and

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                           e. When both additions and credits. ace involved in
                  any one change, the adjustment in DESIGN/BUILDER's fee shall
                  be computed on the basis of the net change in accordance with
                  paragraphs 10.02.C.2.a through 10.02.C.2.d, inclusive.

         D. DOCUMENTATION: Whenever the cost of any Work is to be determined
pursuant to paragraph 10.02.A and 10.02.B, DESIGN/BUILDER will establish and
maintain records thereof in accordance with generally accepted accounting
practices and submit in a form acceptable to OWNER an itemized cost breakdown
together with supporting data.

10.03    CASH ALLOWANCES

         A. The Contract Price includes all allowances so named in the Contract
Documents.

                  1. The allowances include the cost to DESIGN/BUILDER (less any
         applicable trade discounts) of materials and equipment required by the
         allowances to be delivered at the Site, and all applicable taxes; and

                  2. Except as set forth in the Contract Documents,
         DESIGN/BUILDER's costs for unloading and handling on the Site, labor,
         installation costs, overhead, profit and other expenses .contemplated
         for the allowances have been included in the Contract Price and not in
         the allowances and no demand for additional payment on account of any
         of the foregoing will be valid.

         B. Prior to final payment, an appropriate Change Order will be issued
to reflect actual amounts due DESIGN/BUILDER on account . of Work covered by
allowances, and the Contract Price shall be correspondingly adjusted.

10.04    UNIT PRICES

         A. Where the Contract Documents provide that all or part of the Work is
to be Unit Price Work, initially the Contract Price will be deemed to include
for all of Unit Price Work an amount equal to the sum of the established unit
prices for each separately identified item of Unit Price Work times the
estimated quantity of each item as indicated in the Agreement. The estimated
quantities of items of Unit Price Work are not guaranteed and are solely for the
purpose of comparison of Bids and determining an initial Contract Price.
Determinations of the actual quantities and classifications of Unit Price Work
performed by DESIGN/BUILDER will be made by OWNER.

         B. Each unit price will be deemed to include an amount considered by
DESIGN/BUILDER to be adequate to cover DESIGN/BUILDER's overhead and profit for
each separately identified item.

         C. DESIGN/BUILDER or OWNER may make a claim for an adjustment in the
Contract Price in accordance with Article 9 if:

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                  1. The quantity of any item of Unit Price Work performed by
         DESIGN/BUILDER differs from the estimated quantity of such item
         indicated in the Contract Documents by more than the percentage
         indicated in the Supplementary Conditions; and

                  2. there is no corresponding adjustment with respect to any
         other item of Work; and

                  3. DESIGN/BUILDER believes that DESIGN/BUILDER is entitled to
         an increase in Contract Price as a result of having incurred additional
         expense or OWNER believes the OWNER is entitled to a decrease in
         Contract Price and the parties are unable to agree as to the amount of
         any such increase or decrease.

ARTICLE 11--CHANGE OF CONTRACT TIMES

11.01    GENERAL

         A. The Contract Times (or Milestones) may only be changed by a Change
Order or a Written Amendment. Any claim for an adjustment of the Contract Times
(or Milestones) shall be based on written notice pursuant to paragraph 9.02.

         B. All Contract Times and Milestones are of the essence of the
Agreement.

11.02    TIME EXTENSIONS

         A. Where DESIGN/BUILDER is prevented from completing any part of the
Work within the Contract Times (or Milestones) due to delay beyond the control
of DESIGN/BUILDER, the Contract Times (or Milestones) will be extended in an
amount equal to the time lost due to such delay if a claim is made therefor as
provided in Article 9. Delays beyond the control of DESIGN/BUILDER shall
include, but not be limited to, acts or neglect by OWNER, governmental agencies,
acts or neglect of utility owners or other contractors performing other
construction work as contemplated by Article 7, fires, floods, epidemics,
abnormal weather conditions or acts of God. Delays attributable to and within
the control of a Subcontractor or Supplier shall be deemed to be delays within
the control of DESIGN/BUILDER.

         B. Nothing in this paragraph 11.02 bars a change in Contract Price
pursuant to Article 10 to compensate for the direct costs incurred by
DESIGN/BUILDER due to delay, interference, or disruption directly attributable
to actions or inactions of OWNER or OWNER's Consultants. However, OWNER shall
not be liable to DESIGN/BUILDER for costs or damages arising out of or resulting
from (i) delays caused by or within the control of DESIGN/BUILDER, or (ii)
delays beyond the control of both parties including but not limited to fires,
floods, epidemics, abnormal weather conditions, acts of God or acts or neglect
by governmental agencies, utility owners, or other contractors performing other
work as contemplated by Article 7.

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ARTICLE 12--TESTS AND .INSPECTIONS; CORRECTION, REMOVAL
            OR ACCEPTANCE OF DEFECTIVE CONSTRUCTION

12.01    NOTICE OF DEFECTS

         A. Prompt written notice of all defective Construction of which OWNER
has actual knowledge will be given to DESIGN/BUILDER by OWNER. All defective
Construction may be rejected, corrected or accepted as provided in this Article
12.

12.02    ACCESS TO CONSTRUCTION

         A. OWNER, OWNER's Consultants, other representatives and personnel of
OWNER, independent testing laboratories and governmental agencies with
jurisdictional interests will . have access to the Construction at the Site at
reasonable times for their observation, inspecting and testing. DESIGN/BUILDER
shall provide them proper and safe conditions for such access and advise them of
DESIGN/BUILDER's Site safety procedures and programs so that they may comply
therewith as applicable.

12.03    TESTS AND INSPECTIONS

         A. If the Contract Documents or Laws or Regulations of any public body
having jurisdiction require any part of -the Construction specifically to be
inspected, tested or approved, DESIGN/BUILDER shall assume full responsibility
for arranging and obtaining such inspections, tests or approvals, pay all costs
in connection therewith, and furnish OWNER the required certificates of
inspection or approval. DESIGN/BUILDER shall also be responsible for arranging
and obtaining and shall pay all costs in connection with any inspections, tests
or approvals required for OWNER'S acceptance of materials or equipment to be
incorporated in the Construction or of materials, mix designs, or equipment
submitted for approval prior to DESIGN/BUILDER's purchase thereof for
incorporation in the Construction.

         B. DESIGN/BUILDER shall give OWNER reasonable notice of the planned
schedule for all required inspections, tests or approvals.

         C. If any Construction (or the construction work of others) that is
required to be inspected, tested or approved is covered by DESIGN/BUILDER
without written concurrence of OWNER, it must, if requested by OWNER, be
uncovered for observation at DESIGN/BUILDER's expense unless DESIGN/BUILDER has
given OWNER timely notice of DESIGN/BUILDER's intention to cover the same and
OWNER has not acted with reasonable promptness in response to such notice.

12.04    UNCOVERING CONSTRUCTION

         A. If any Construction is covered contrary to the written request of
OWNER, it must, if requested by OWNER, be uncovered for OWNER's observation and
recovered at DESIGN/BUILDER's expense.

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         B. If OWNER considers it necessary or advisable that covered
Construction be- observed by OWNER or inspected or tested by others,
DESIGN/BUILDER, at OWNER'S request, shall uncover, expose or otherwise make
available for observation, inspection or testing as OWNER may require, that
portion of the Construction in question, furnishing all necessary labor,
material and equipment. If it is found that such Construction is defective,
DESIGN/BUILDER shall pay all costs and damages caused by or resulting from such
uncovering, exposure, observation, inspection and testing and of satisfactory
replacement or rework, (including but not limited to all fees and charges of
engineers, architects, attorneys and other professionals, all court or
arbitration or other dispute resolution costs, and all costs of repair or
replacement of work of others); and OWNER shall be entitled to an appropriate
decrease in the Contract Price, and, if the parties are unable to agree as to
the amount thereof, may make a claim therefor as provided in Article 9: If,
however, such Construction is not found to be defective, DESIGN/BUILDER shall be
allowed an increase in the Contract Price or an extension of the Contract Times
(or Milestones), or both, directly attributable to such uncovering, exposure,
observation, inspection, testing, replacement and rework; and, if the parties
are unable to agree as to the amount or extent thereof, DESIGN/BUILDER may make
a claim therefor as provided in Article 9.

12.05    OWNER MAY STOP THE CONSTRUCTION

         A. If the Construction is defective, or DESIGN/BUILDER fails to supply
sufficient skilled workers or suitable materials or equipment, or fails to
furnish or perform the Construction in such a way that the completed
Construction will conform to the Contract Documents, OWNER may order
DESIGN/BUILDER to stop Construction or any portion thereof, until the cause for
such order has been eliminated; however, this right of OWNER to stop
Construction will not give rise to any duty on the part of OWNER to exercise
this right for the benefit of DESIGN/BUILDER or any other party.

12.06    CORRECTION OR REMOVAL OF DEFECTIVE CONSTRUCTION

         A. OWNER will have authority to disapprove or reject defective
Construction and will have authority to require special inspection or testing of
the Construction whether or not the Construction is fabricated, installed or
completed. If required by OWNER, DESIGN/BUILDER shall promptly, as directed,
either correct all defective Construction, whether or not fabricated, installed
or completed, or, if the Construction has beets rejected. by OWNER, remove it
from the Site and replace it with nondefective Construction. DESIGN/BUILDER
shall bear all direct, indirect and consequential costs of such correction or
removal (including but hot limited to fees and charges of engineers, architects,
attorneys and other professionals) made necessary thereby.

12.07    CORRECTION PERIOD

         A. If within one year after the date of Substantial Completion or such
longer period of time as may be prescribed by Laws or Regulations or by the
terms of any applicable special guarantee required by the Contract Documents or
by any specific provision of the Contract Documents, any Construction is found
to be defective, DESIGN/BUILDER shall promptly, without cost to OWNER and in
accordance with OWNER'S written instructions, (i) correct such defective
Construction, or, if it has been rejected by OWNER, remove it from the Site and
replace it with

<Page>

Construction that is not defective, and (ii) satisfactorily correct or remove
and replace any damage to other Construction or the work of others resulting
therefrom. If DESIGN/BUILDER does not promptly comply with the terms of such
instructions, or in an emergency where delay would cause serious risk of loss or
damage. OWNER may have the defective Construction corrected or the rejected
Construction removed and replaced, and all costs and damages caused by or
resulting from such removal and replacement (including but not limited to all
fees and charges of engineers, architects, attorneys and other professionals,
all court or arbitration or other dispute resolution costs, and all costs of
repair or replacement of work of others) will be paid by DESIGN/BUILDER.

         B. In special circumstances where a particular item of equipment is
placed in continuous service before Substantial Completion of all the
Construction, the correction period for that item may start to run from an
earlier date if so provided in the Specifications or by Written Amendment.

         C. Where defective Construction (and damage to other Construction
resulting therefrom) has been corrected, removed or replaced under this
paragraph 12.07, the correction period hereunder with respect to such
Construction will be extended for an additional period of one year after such
correction or removal and replacement has been satisfactorily completed.

12.08    ACCEPTANCE OF DEFECTIVE CONSTRUCTION

         A. If, instead of requiring correction or removal and replacement of
defective Construction, OWNER prefers to accept it, OWNER may do so.
DESIGN/BUILDER shall pay all costs attributable to OWNERs evaluation of and
determination to accept such defective Construction (such costs to include but
not be limited to all fees and charges of engineers, architects, attorneys and
other professionals and all court or-arbitration or other dispute resolution
costs). If any such acceptance occurs prior to final payment, a Change Order
will be issued incorporating the necessary. revisions in the Contract Documents
with respect to the Construction; and OWNER shall be entitled to an appropriate
decrease in the Contract Price, and, if the parties are unable to agree as to
the amount thereof, OWNER may make a claim therefor as provided in Article 9. If
the acceptance occurs after final payment, an appropriate amount will be paid by
DESIGN/BUILDER to OWNER.

12.09    OWNER MAY CORRECT DEFECTIVE CONSTRUCTION

         A. If DESIGN/BUILDER fails within a reasonable time after written
notice from OWNER to correct defective Construction or to remove and replace
rejected Construction as requited by OWNER in accordance with paragraphs 12.06.A
or 12.07.A, or if DESIGN/BUILDER fails to perform the Construction in accordance
with the Contract Documents, or if DESIGN/BUILDER fails to comply with any other
provision of the Contract Documents, OWNER may, after seven days' written notice
to DESIGN/BUILDER, correct and remedy any such deficiency. In exercising the
rights and remedies under this paragraph OWNER shall proceed expeditiously. In
connection with such corrective and remedial action, OWNER may exclude
DESIGN/BUILDER from all or part of the Site, take possession of all or pact of
the-Construction, and suspend DESIGN/BUILDER's services related thereto, take
possession of DESIGN/BUILDER's tools, appliances, construction equipment and
machinery at the Site and

<Page>

incorporate in the Construction all materials and equipment stored at the Site
or for which OWNER has paid DESIGN/BUILDER but which are stored elsewhere.
DESIGN/BUILDER shall allow OWNER, OWNER's representatives, agents and employees,
OWNER's other contractors and Consultants access to the Site to enable OWNER to
exercise the rights and remedies under this paragraph. All costs and damages
incurred or sustained by OWNER in exercising such rights and remedies will be
charged against DESIGN/BUILDER and a Change Order will be issued incorporating
the necessary revisions in the Contract Documents and OWNER shall be entitled to
an appropriate decrease in the Contract Price, and, if the parties are unable to
agree as to the amount thereof, OWNER may make a claim therefor as provided in
Article 9. Such costs and damages will include but not be limited to all fees.
and charges of engineers, architects, attorneys and other professionals, all
court or arbitration or other dispute resolution costs and all costs of repair
or replacement of work of others destroyed or damaged by correction, removal or
replacement of DESIGN/BUILDER's defective Construction. DESIGN/BUILDER shall not
be allowed an extension of the Contract Times (or Milestones) because of any
delay in the performance of the Construction attributable to the exercise by
OWNER of OWNER's rights and remedies hereunder.

13.04    PROGRESS PAYMENTS

ARTICLE 13--PAYMENTS TO DESIGN/BUILDER AND COMPLETION

13.01    SCHEDULE OF VALUES

         A. The Schedule of Values established as provided in paragraph 2.06.A
will serve as the basis for progress payments and will be incorporated into a
form of Application for Payment acceptable to OWNER. Progress payments on
account of Unit Price Work will be based on the number of units completed.

13.01    APPLICATION FOR PROGRESS PAYMENT

A.       At least twenty days before the date established for each progress
payment (but not more often than once a month), DESIGN/BUILDER shall submit
to OWNER for review an Application for Payment filled out and signed by-
DESIGN/BUILDER covering the Work completed as of the date of the Application
and accompanied by such supporting documentation as is required by the
Contract Documents. If payment is requested on the basis of materials and
equipment not incorporated in the Work but delivered and suitably stored at
the Site or at another location agreed to in writing, , the Application for
Payment shall also be accompanied by a bill of sale, invoice or other
documentation warranting that OWNER has received the materials and equipment
free and clear of all Liens and evidence that the materials and equipment are
covered by appropriate property insurance and other arrangements to protect
OWNER's interest therein, all of which will be satisfactory to OWNER. The
amount of retainage with respect to progress payments will be as stipulated
in the Agreement.

<Page>

13.03    DESIGN/BUILDER'S WARRANTY OF TITLE

         A. DESIGN/BUILDER warrants and guarantees that title to all
construction materials and equipment covered by any Application for Payment,
whether incorporated in the Project or not, will pass to OWNER no later than the
time of payment free and clear of all Liens. This paragraph 13.03.A does not
apply to any documents covered by paragraph 3.04.A.

13.04    PROGRESS PAYMENTS

         A. Progress payments shall be made by the OWNER to the DESIGN/BUILDER
according to the following procedure:

                  1. OWNER will, within ten days of receipt of each Application
         for Payment, either indicate in writing its acceptance of the
         Application and state that the Application is being processed for
         payment, or return the Application to DESIGN/BUILDER indicating in
         writing its seasons for refusing to accept the Application. Not more
         than ten days after accepting such Application the amount will become
         due and when due will be paid by OWNER to DESIGN/BUILDER.

                  2. If the OWNER should fail to pay the DESIGN/BUILDER at the
         time the payment of any amount becomes due, then DESIGN/BUILDER may, at
         any time thereafter, upon serving written notice that he will stop the
         Work within seven days after receipt of the notice by the OWNER, and
         after such seven day period, stop the Work until payment of the amount
         owing has been received. Written notice shall be deemed to have been
         duly served if sent by certified mail to the last known business
         address of the OWNER.

                  3. Payments due but unpaid shall bear interest at the rate
         specified in the Agreement.

                  4. No Progress Payment nor any partial or entire use or
         occupancy of the Project by the OWNER shall constitute an acceptance of
         any Work not in accordance with the Contract Documents.

         B. OWNER may refuse to make the whole or any part of any such
payment, or because of subsequently discovered evidence or the results of
subsequent inspections or tests, nullify any previous payment, to the extent
that is reasonably necessary to protect OWNER from loss because:

                  1. The Work is defective, or completed Work has been damaged
         requiring correction or replacement; or

                  2. The Contract Price has been reduced by Written Amendment or
         Change Order, or

                  3. OWNER has been required to correct defective Work or
         complete Work in accordance with paragraph 12.09.A, or

<Page>

                  4. OWNER has actual knowledge of the occurrence of any of the
         events enumerated in paragraphs 14.02.A.1 through A.3 inclusive; or

                  5. Claims have been made against OWNER on account of
         DESIGN/BUILDER's performance or furnishing of the Work; or

                  6. Liens have been filed in connection with the Work, except
         where DESIGN/BUILDER has delivered a specific Bond satisfactory to
         OWNER to secure the satisfaction and discharge of such Liens; or

                  7. There are other items entitling OWNER to a set off against
         the amount for which application is made.

13.05    SUBSTANTIAL COMPLETION

         A. When DESIGN/BUILDER considers the Construction ready for its
intended use DESIGN/BUILDER shall notify OWNER in writing that the Construction
is substantially complete (except for items specifically listed by
DESIGN/BUILDER as incomplete) and request that OWNER issue a certificate of
Substantial Completion. Within a reasonable time thereafter, OWNER and
DESIGN/BUILDER shall make an inspection of the Construction to determine the
status of completion. If OWNER does not consider the Construction substantially
complete, OWNER will notify DESIGN/BUILDER in writing giving the reasons
therefor. If OWNER considers the Construction substantially complete, OWNER will
prepare and deliver to DESIGN/BUILDER a certificate of Substantial Completion
which shall fix the date of Substantial Completion. There shall be attached to
the certificate a list of items to be completed or corrected before final
payment. At the time of delivery of the certificate of Substantial Completion
OWNER will deliver to DESIGN/BUILDER a written determination as to division of
responsibilities pending final, payment between OWNER and DESIGN/BUILDER, with
respect to security, operation, safety, maintenance, heat, utilities, insurance
and warranties and guarantees.

         B. OWNER will have the right to exclude DESIGN/BUILDER from the Site
after the date of Substantial Completion, but OWNER will allow DESIGN/BUILDER
reasonable access to complete or correct items on the list of items to be
completed.

13.06    PARTIAL UTILIZATION

         A. Use by OWNER at OWNER's option of any substantially completed part
of the Construction which (i) has specifically been identified in the Contract
Documents, or (ii) OWNER and DESIGN/BUILDER agree constitute a separately
functioning and usable part of the Construction that can be used by OWNER for
its intended purpose without significant interference with DESIGN/BUILDER's
performance of the remainder of the Construction, may be accomplished prior to
Substantial Completion of all the Construction subject to the following:

                  1. OWNER ` at any time may request DESIGN/BUILDER in writing
         to permit OWNER to use any such part of the Construction which OWNER
         believes to be ready for, its intended use and substantially complete.
         If DESIGN/BUILDER agrees that such part of

<Page>

         the Construction is substantially complete, DESIGN/BUILDER will certify
         to OWNER that such part of the Construction is substantially complete
         and request OWNER to issue a certificate of Substantial Completion for
         that part of the Construction DESIGN/BUILDER at any time may notify
         OWNER in writing that DESIGN/BUILDER considers any such part of the
         Construction ready for its intended use and substantially complete and
         request OWNER to issue a certificate of Substantial Completion for that
         part of the Construction. Within a reasonable time after either such
         request, OWNER and DESIGN/BUILDER shall make an inspection of that part
         of the Construction to determine its status of completion. If OWNER
         does not consider that part of the Construction to be substantially
         complete, OWNER will notify DESIGN/BUILDER. in writing giving the
         masons therefor. If OWNER considers that part of the Construction to be
         substantially complete, the provisions of paragraph 13.05 will apply
         with respect to certification of Substantial Completion of that part of
         the Construction and the division of responsibility in respect thereof
         and access thereto.

                  2. No occupancy or separate operation of part of the
         Construction will be accomplished prior to compliance with the
         requirements of paragraph 5.08 in respect of property insurance.

13.07    FINAL INSPECTION

         A. Upon written notice from DESIGN/BUILDER that the entire Construction
or an agreed portion thereof is complete, OWNER will make a final inspection
with DESIGN/BUILDER and will notify DESIGN/BUILDER in writing of all particulars
in which this inspection reveals that the Construction is incomplete or
defective. DESIGN/BUILDER shall immediately take such measures as are necessary
to complete such Construction or remedy such deficiencies.

13.08    FINAL APPLICATION FOR PAYMENT

         A. After DESIGN/BUILDER has completed all such corrections to the
satisfaction of OWNER and delivered in accordance with the Contract Documents
all maintenance and operating instructions, schedules, guarantees, Bonds,
certificates or other evidence of insurance required by paragraph 5.09.B,
certificates of inspection, marked-up record documents (as provided in paragraph
6.11) and other documents, DESIGN/BUILDER may make application for final payment
following the procedure for progress payments. The final Application for Payment
shall be accompanied (unless previously delivered) by: (i) all documentation
called for in the Contract Documents, including but not limited to the evidence
of insurance required by subparagraph 5.02.B.7, (ii) consent of the surety, if
any, to final payment, and (iii) complete and legally effective releases .or
waivers (satisfactory to OWNER) of all Liens arising out of or filed in
connection with the Work. In lieu of such releases or waivers of Liens and as
approved by OWNER, DESIGN/BUILDER may furnish receipts or releases in full. and
an affidavit of DESIGN/BUILDER that: (i) the releases and receipts include all
labor, services, material and equipment for which a Lien could be filed, and
(ii) all payrolls, material and equipment bills and other indebtedness connected
with the Work for which OWNER or OWNERS property might in any way be responsible
have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to
furnish such a release or receipt in full,

<Page>

DESIGN/BUILDER may furnish a Bond or other collateral satisfactory to OWNER to
indemnify OWNER against arty Lien.

13.09    FINAL PAYMENT AND ACCEPTANCE

         A. If OWNER is satisfied that the Work has been completed and
DESIGN/BUILDER's other obligations under the Contract Documents have been
fulfilled, OWNER will, within ten days after receipt of the final Application
for Payment, give written notice to DESIGN/BUILDER that the Work is acceptable.
Otherwise, OWNER will return the Application to DESIGN/BUILDER, indicating in
writing the reasons for refusing to process final payment, in which case
DESIGN/BUILDER shall make the necessary corrections and resubmit the
Application. Thirty days after the presentation to OWNER of the acceptable
Application and accompanying documentation, in appropriate form and substance
and with OWNER's notice of acceptability, the amount will become due and will be
paid by OWNER to DESIGN/BUILDER.

         B. If, through no fault of DESIGN/BUILDER, final completion of the Work
is significantly delayed, OWNER shall, upon receipt of DESIGN/BUILDER's final
Application for Payment, and without terminating the Agreement, make payment of
the balance due for that portion of the Work fully completed and accepted. If
the remaining balance to be held by OWNER for Work not fully completed or
corrected is less than the retainage stipulated in the Agreement, and if Bonds
have been furnished as required in paragraph 5.01.A, the written consent of the
surety to the payment of the balance due for that portion of the Work fully
completed and accepted shall be submitted by DESIGN/BUILDER to OWNER with the
Application for such payment. Such payment shall be made under the terms and
conditions governing final payment, except that it shall not constitute a waiver
of claims.

13.10    WAIVER OF CLAIMS

         A. The making and acceptance of final payment will constitute:

                  1. A waiver of all claims by OWNER against DESIGN/BUILDER,
         except claims arising from unsettled Liens, from defective Construction
         appearing after final inspection pursuant to paragraph 13.07, from
         failure to comply with the Contract Documents or the terms of any
         special guarantees specified therein, or from DESIGN/BUILDER's
         continuing obligations under the Contract Documents; and

                  2. A waiver of all claims by DESIGN/BUILDER against OWNER
         other than those previously made in writing and still unsettled.

ARTICLE 14--SUSPENSION OF WORK AND TERMINATION

14.01    OWNER MAY SUSPEND WORK

         A. At any time and without cause, OWNER may suspend the Work or any
portion thereof for a period of not more than 90 days by notice in writing to
DESIGN/BUILDER, which will fix the date on which Work will be resumed.
DESIGN/BUILDER shall resume the Work on

<Page>

the date so fixed. DESIGN/BUILDER shall be allowed an adjustment in the Contract
Price or an extension of the Contract Times, or both, directly attributable to
any such suspension if DESIGN/BUILDER makes a claim therefor as provided in
Article 9.

14.02    OWNER MAY TERMINATE FOR CAUSE

         A. The occurrence of any one or more of the following events justifies
termination for cause:

                  1. DESIGN/BUILDER persistently fails to perform the Work in
         accordance with the Contract Documents (including, but not limited to,
         failure to supply sufficient skilled workers or suitable materials or
         equipment or failure to adhere to the progress schedule established
         under paragraph 2.06.A as revised from time to time.

                  2. DESIGN/BUILDER disregards Laws or Regulations of any public
         body having jurisdiction.

                  3. DESIGN/BUILDER otherwise violates in any substantial way
         any provisions of the Contract Documents.

         B. OWNER may, after giving DESIGN/BUILDER (and the surety, if any)
seven days' written notice and to the extent permitted by Laws and Regulations,
terminate the services of DESIGN/BUILDER, exclude DESIGN/BUILDER from the Site
and take possession of the Work and of all DESIGN/BUILDER's tools, appliances,
construction equipment and machinery at the Site and use the same to the full
extent they could be used by DESIGN/BUILDER (without liability to DESIGN/BUILDER
for trespass or conversion), incorporate in the Work all materials and equipment
stored at the Site or for which OWNER has paid DESIGN/BUILDER but which are
stored elsewhere, and finish the Work as OWNER may deem expedient. In such case
DESIGN/BUILDER shall not be entitled to receive any further payment until the
Work is finished. If the unpaid balance of the Contract Price exceeds all costs,
losses and damages sustained by OWNER arising out of or resulting from
completing the Work (including but not limited to all fees and charges of
engineers, architects, attorneys and other professionals and all court or
arbitration or other dispute resolution costs) such excess will be paid to
DESIGN/BUILDER. If such costs, losses and damages exceed such unpaid balance,
DESIGN/BUILDER shall pay the difference to OWNER. Such costs, losses and damages
incurred by OWNER will be incorporated in a Change Order, provided that when
exercising any rights or remedies under this paragraph OWNER shall not be
required. to, obtain the lowest price for the Work performed.' .

         C. Where DESIGN/BUILDERs services have been so terminated by OWNER, the
termination will not affect any rights or remedies of OWNER against
DESIGN/BUILDER then existing or which may thereafter accrue. Any retention or
payment of moneys due DESIGN/BUILDER by OWNER will not release DESIGN/BUILDER
from liability.

<Page>

14.03    OWNER MAY TERMINATE FOR CONVENIENCE

         A. Upon seven days' written notice to DESIGN/BUILDER, OWNER may,
without cause and without prejudice to any other right or remedy of OWNER, elect
to terminate the Agreement. In such case, DESIGN/BUILDER shall be paid (without
duplication of any items) for.

                  1. Completed and acceptable Work executed in accordance with
         the Contract Documents prior to the effective date of termination,
         including fair and reasonable sums for overhead and profit on such
         Work;

                  2. Expenses sustained prior to the effective date of
         termination in performing services and furnishing labor, materials or
         equipment as required by the Contract Documents in connection with
         uncompleted Work, plus fair and reasonable sums for overhead and profit
         on such expenses;

                  3. Amounts paid in settlement of terminated contracts with
         Subcontractors, Engineers, Suppliers and others (including but not
         limited to all fees and charges of engineers, architects, attorneys and
         other professionals and all court or arbitration or other dispute
         resolution costs incurred in connection with termination of contracts
         with Subcontractors, Engineers and Suppliers); and

                  4. Reasonable expenses directly attributable to termination.

         B. DESIGN/BUILDER shall not be paid on account of loss of anticipated
profits or revenue or other economic loss arising out of or resulting from such
termination.

14.04    DESIGN/BUILDER MAY STOP WORK OR TERMINATE

         A. If, through no act or fault of DESIGN/BUILDER, the Work is suspended
for a. period of more than ninety days by OWNER or under an order of court or
other public authority, or OWNER fails to act on any Application for Payment
within thirty days after it is submitted or OWNER fails for thirty days to pay
DESIGN/BUILDER any sum finally determined to be due, then DESIGN/BUILDER may,
upon seven days' written notice to OWNER, and provided OWNER does not remedy
such suspension or failure within that time, terminate the Agreement and recover
from OWNER payment on the same terms as provided in paragraph 14.03A. In lieu of
terminating the Agreement and without prejudice to any other right or remedy, or
OWNER has failed for thirty days to pay DESIGN/BUILDER any sum finally
determined to be due, DESIGN/BUILDER may upon seven day's written notice to
OWNER stop the Work until payment is made of all such amounts due
DESIGN/BUILDER, including interest thereon. The provisions of this paragraph
14.04.A are not intended to preclude DESIGN/BUILDER from making claim under
Article 9 for an increase in Contract Price or Contract Times or otherwise for
expenses or damage directly attributable to DESIGN/BUILDER's stopping Work as
permitted by this paragraph.

<Page>

ARTICLE 15--DISPUTE RESOLUTION

If and to the extent that OWNER and DESIGN/BUILDER have agreed on the method and
procedure for resolving disputes between them that may arise under this
Agreement, such dispute resolution method and procedure, if any, shall be as set
forth in Exhibit GC-A, "Dispute Resolution Agreement", to be attached hereto and
made a part hereof. If no such agreement on the method and procedure for
resolving such disputes has been reached, OWNER and DESIGN/BUILDER may exercise
such rights or remedies as either may otherwise have under the Contract
Documents or by Laws or Regulations in respect of any dispute.

ARTICLE 16--MISCELLANEOUS

16.01    GIVING NOTICE

         A. Whenever any provision of the Contract Documents requires the giving
of written notice, it will be deemed to have been validly given.

                  1. If delivered in person to the individual or to a member of
         the firm or to an officer of the corporation for whom it is intended;

                  2. If delivered at or sent by registered or certified
         mail, postage prepaid, to the last business address known to the giver
         of the notice; or

                  3. If transmitted by facsimile, the time at which a machine
         generated confirmation' states the. notice was received at the
         facsimile telephone number of the intended recipient last known by the
         sender.

16.02    COMPUTATION OF TIMES

         A. When any period of time is referred to in the contract Documents by
days, it will be computed to exclude the first and include the last day of such
period. If the last day of any such period falls on a Saturday or Sunday or on a
day made a legal holiday by the law of the applicable jurisdiction, such day
will be omitted from the computation.

         B. A calendar day of twenty-four hours measured from midnight to the
next midnight will constitute a day.

16.03    NOTICE OF CLAIM

         A. Should OWNER or DESIGN/BUILDER suffer injury or damage to person or
property because of any error, omission or act of the other party or of any of
the other party's employees or agents or others for whose acts the other party
is legally liable, claim will be made in writing to the other party within a
reasonable time of the first observance of such injury or damage. The provisions
of this paragraph 16.03.A shall not be construed as a substitute for or a waiver
of the provisions of any applicable statute of limitations or repose.

<Page>

16.04    CUMULATIVE REMEDIES

         A. The duties and obligations imposed by these General Conditions and
the rights and remedies available hereunder to the parties hereto, and, in
particular but without limitation, any general or specific warranties,
guarantees and indemnities imposed upon DESIGN/BUILDER and all of the rights and
remedies available to OWNER thereunder, are in addition to, and are not to be
construed in any way as a limitation of, any rights and remedies available to
any or all of ahem which are otherwise imposed or available by Laws or
Regulations, by special warranty or guarantee or by other provisions of the
Contract Documents, and the provisions of this paragraph will be as effective as
if repeated specifically in the Contract Documents in connection with each
particular duty, obligation, right and remedy to which they apply.

16.05    SURVIVAL OF OBLIGATIONS

         A. All representations, indemnifications, warranties and guarantees
made in, required by or given in accordance with the Contract Documents, as well
as all continuing obligations indicated in the Contract Documents, will survive
final payment, completion and acceptance of the Work and termination or
completion of the Agreement.


<Page>

EXHIBIT GC-A to GENERAL CONDITIONS OF THE AGREEMENT BETWEEN OWNER AND
DESIGN/BUILDER DATED For use with EJCDC No. 1910-40 (1995 ed.)

15.01    DISPUTE RESOLUTION AGREEMENT

         A. Article 15 of the General Conditions of the Contract between OWNER
and DESIGN/BUILDER is amended to include paragraphs 15.01.B-15.01.F.

         B. OWNER and DESIGN/BUILDER agree that they will first submit any and
all unsettled claims, counterclaims, disputes and other matters in question
between them arising out of or relating to `the Contract Documents or the breach
thereof ("disputes"), to mediation by The American Arbitration Association prior
to either of them initiating against the other a demand for arbitration pursuant
to paragraph 15.01.C through 15.01.F, unless delay in initiating arbitration
would irrevocably prejudice one of the parties. Any time limits within which to
file a demand for arbitration shall be suspended with respect to a dispute
submitted to mediation within those same applicable time limits and shall remain
suspended until 10 days after the termination of the mediation. The mediator of
any dispute submitted to mediation under this Agreement shall not serve as
arbitrator of such dispute unless otherwise agreed.

         C. All claims, disputes and other matters in question between OWNER and
DESIGN/BUILDER arising out of or relating to the Contract Documents or the
breach thereof (except for claims which have beets waived by the making or
acceptance of final payment as provided by paragraph 13.10) will be decided by
binding arbitration in accordance with The Construction Industry Arbitration
Rules of the American Arbitration Assn. subject to the limitations of this
paragraph 15.01. This agreement so to arbitrate and any other agreement or
consent to arbitrate entered into in accordance herewith as provided in this
paragraph 15.01 will be specifically enforceable under the prevailing law of any
court having jurisdiction.

         D. Notice of the demand for arbitration will be filed in writing with
the other party to the Agreement and with the designated arbitration entity. The
demand for arbitration will be made within a reasonable time after the claim,
dispute or other matter in question has arisen, and in no event shall any such
demand be made after the date when institution of legal or equitable proceedings
based on such claim, dispute or other matter in question would be barred by the
applicable statute of limitations.

         E. Except as provided in paragraph 15.01.F below, no arbitration
arising out of or relating to the Contract Documents shall include by
consolidation, joinder or in any other manna any other individual or entity who
is not a party to this contract unless:

                  1. the inclusion of such other individual or entity is
         necessary if complete relief is to be afforded among those who are
         already parties to the arbitration, and

                  2. such other individual or entity is substantially involved
         in a question of law or fact which is common to those who are already
         parties to the arbitration and which will arise in such proceedings,
         and

                  3. the written consent of the other individual or entity
         sought to be included and of OWNER and DESIGN/BUILDER has been obtained
         for such inclusion, which consent

<Page>

         shall make specific reference to this paragraph; but no such consent
         shall constitute consent to arbitration of any dispute not specifically
         described in such consent or to arbitration with any party not
         specifically identified in such consent.

         F. Notwithstanding paragraph 15.01.E, if a claim, dispute or other
matter in question between OWNER and DESIGN/BUILDER involves the Work of a
Subcontractor, Supplier or Engineer either OWNER or DESIGN/BUILDER tray join
such entity as a patty to the arbitration between OWNER and DESIGN/BUILDER.
hereunder. DESIGN/BUILDER shall include in all subcontracts required by
paragraph 6.05.D a specific provision whereby the Subcontractor consents to
being joined in an arbitration between OWNER and DESIGN/BUILDER involving the
Work of such Subcontractor. Nothing in this paragraph 15.01.F nor in the.
provision of such subcontract consenting to joinder shall create any claim,
right or cause of action in favor of Subcontractor, Supplier or Engineer against
OWNER.

<Page>

                            SUPPLEMENTARY CONDITIONS

         These Supplementary Conditions amend or supplement the Standard General
Conditions of the Contract between OWNER and DESIGN/BUILDER (No. 1910-40, 1995
Edition) and other provisions of the Contract Documents as indicated below. All
provisions which are not so amended or supplemented remain in full force and
effect.

SC-1.01.A DEFINITIONS

The terms used in these Supplementary Conditions which are defined in the
Standard General Conditions of the Contract between OWNER and DESIGN/BUILDER
(1910-40, 1995 Edition) have the meanings assigned to them in the General
Conditions.

SC-1.01.A.45 SUBSTANTIAL COMPLETION

Amend the first sentence of Paragraph 1.01.A.45 of the General Conditions by
striking out the second reference to the following words: (or a specified part);
and as so amended, Paragraph 1.01.A.45 remains in effect.

Add the following language at the end of Paragraph 1.01.A.45 of the General
Conditions. Substantial Completion shall be attained at the point in time where
the Facility is ready to begin processing corn.

SC-2.04 BEFORE STARTING CONSTRUCTION

Delete paragraph A in its entirety and substitute the following:

         A. DESIGN/BUILDER will supply the following upon the earlier of 30 days
after the execution of this Agreement or 15 days prior to construction
commencement.

SC-3.04 REUSE OF DOCUMENTS

Add the following at the end of this section: "The DESIGN/BUILDER shall provide
Owner `as built' Drawings, Plans and Specifications within 120 days after the
completion of construction."

SC-4.04.D HAZARDOUS CONDITIONS

Delete Paragraph 4.04.D in its entirety and insert the following in its place:

         D. To the fullest extent permitted by Laws and Regulations,
DESIGN/BUILDER shall indemnify and hold harmless OWNER, Subcontractors,
Suppliers, Engineers and the officers, directors, employees, agents other
consultants and subcontractors of each and any of them from and against all
claims, costs, losses and damages (including but not limited to all fees and
charges of engineers, architects, attorneys and other professionals and all
court or arbitration or other dispute resolution costs) arising out of or
resulting from such Hazardous Condition, provided that (i) any such claim, cost,
loss or damage is attributable to bodily injury, sickness, disease or death, or
to injury to or destruction of tangible property (other than completed
Construction Services), including the loss of use resulting therefrom, and (ii)
nothing in this paragraph 4.04.D shall obligate

<Page>

DESIGN/BUILDER. to indemnify any individual or entity from and against the
consequences of that individual's or entity's own negligence or willful
misconduct.

SC-5.01 PERFORMANCE, PAYMENT AND OTHER BONDS

At the beginning of Paragraph A, add the words "If it is required by the Primary
Lender,"

Add at the end of Paragraph A: "The cost of the performance and payment bonds
shall be paid by the OWNER."

SC-5.02.A DESIGN/BUILDER'S LIABILITY INSURANCE

The limits of liability for the insurance required by Paragraph 5.02.A of the
general conditions shall provide coverage for not less than the following
amounts or greater where required by Laws and Regulations:

1.       Worker's Compensation under Paragraph 5.02.A.1 of the General
         Conditions:

         a.       State:                             Statutory
         b.       Applicable Federal:                Statutory
         c.       Employer's Liability:              $500,000

2.       DESIGN/BUILDER's General Liability (under paragraphs 5.02.A.2 through 6
         of the General Conditions) which shall include completed operations and
         product liability coverages.

         a.       General Aggregate:
                  (Except Products -
                  Completed Operations)              $2,000,000

         b.       Products - Completed
                  Operations Aggregate               $2,000,000

         c.       Personal and Advertising
                  Injury (Per Person/
                  Organization)                      $1,000,000

         d.       Each Occurrence
                  (Bodily Injury and
                  Property Damages)                  $1,000,000

         e.       Property Damage liability insurance will provide Explosion,
                  Collapse and Underground coverages where applicable.

         f.       Excess Liability

                  General Aggregate                  $10,000,000
                  Each Occurrence                    $10,000,000

<Page>

3.       Automobile Liability:
         Combine Single
         Limit (Bodily Injury and
         Property Damage)                            $1,000,000

SC-5.02.B. DESIGN/BUILDER'S LIABILITY INSURANCE

The following individuals or entities are to be included on the indicated
policies as additional insureds:

1.       Dakota Ethanol, L.L.C.

SC-5.04.A.2 PROPERTY INSURANCE

Add the following language at the end of Paragraph 5.04.A.2 of the General
Conditions. The Builder's Risk Policy will include Hot Testing Coverage.

SC-5.04.B PROPERTY INSURANCE

Delete Paragraph 5.04.B of the General Conditions in its entirety and insert the
following in its place:

1.       At the appropriate time during the construction period, the OWNER shall
         purchase and maintain Broad Coverage Insurance for equipment such as
         boilers, other pressure vessels, hot water boilers, fired storage water
         heaters, fired coil water heaters, unfired pressure vessels, machinery,
         and similar equipment or objects, which are provided under the Contract
         for this Work and which may not be covered under other insurances. The
         insurance shall be in accordance with State Laws. Such coverage shall,
         as a minimum, insure against loss or damages, including death or bodily
         injury, from explosion, rupture, or bursting of the equipment piping
         and normally covered appurtenances or other similar hazards peculiar to
         the particular equipment or object.

2.       The policy shall name the OWNER, the DESIGN/BUILDER, all Subcontractors
         and lower tier Sub-subcontractors as joint insured.

3.       The insurance shall be placed into effect prior to the testing, use or
         start up of any equipment or object provided under the Contract. The
         DESIGN/BUILDER shall notify the OWNER or insurance agent in ample time
         prior to testing or startup of the object to permit any required
         inspections.

4.       The policy, shall cover, as a minimum, (1) loss to property of the
         insured, including extra costs of temporary repair (2) death or bodily
         injury liability, including defense, settlement and supplementary
         payments, and (3) property damage liability including defense,
         settlement and supplementary payments. The minimum limits shall be
         $1,000,000 per occurrence.

<Page>

5.       After acceptance of the Work, or upon occupancy by the OWNER, the OWNER
         will provide pressure vessel insurance. OWNER will purchase and
         maintain boiler, machinery and other property insurance as indicated in
         GC-5.04.B

         Entities deemed to have an insurable interest shall be listed as an
         insured or additional insured.

SC-5.04.E PROPERTY INSURANCE

Delete Paragraph 5.04.E of the General Conditions in its entirety.

SC-5.06. RECEIPT AND APPLICATION OF PROCEEDS

         A. Insert the following at the end: "Notwithstanding anything to the
contrary, the rights contained herein shall be subordinate to the lender or
lenders financing the Project."

         B. Delete the remaining portion of paragraph B from "any loss"
in the second line all the way through the end.

SC-6.03.A LABOR, MATERIALS AND EQUIPMENT

DESIGN/BUILDER will determine the appropriate amount of overtime based on an
assessment of cost and schedule, provided that in no event will such time
increase the contract price.

SC-6.03.B LABOR, MATERIALS, AND EQUIPMENT

Add the following sentence to Paragraph 6.03.B of the General Conditions: The
DESIGN/BUILDER will not be responsible for any utility lines and/or connections
beyond the surveyed boundaries of the Site; and as so amended Paragraph 6.03.B
remains in effect.

SC-6.03.C LABOR, MATERIALS, AND EQUIPMENT

Delete the following in the first sentence of Paragraph 6.03.C: except as
otherwise provided in the Contract Documents. Replace with the following: with
the exception of the centrifuges installed in the plant.

SC-6.07.A PERMITS

Delete the last sentence of Paragraph 6.07.A of the General Conditions, and
insert the following in its place: The OWNER is responsible for paying any and
all utility company connection charges and/or capital costs related thereto.

SC-6.09. TAXES

Excise taxes will be paid and any refunds will be applied for by the Owner.


<Page>

SC-6.11 .A RECORD DOCUMENTS

Add the following language at the end of paragraph 6.11.A: Record Documents will
include As-Built Drawings of the Project. DESIGN/BUILDER will have 120 days from
the date of Substantial Completion to deliver the As-Built Drawings.

SC-6.18.A DESIGN/BUILDER'S GENERAL WARRANTY AND GUARANTEE

Insert the following at the end of the first sentence of Paragraph 6.18.A: and
will be of watertight construction. This warranty shall be effective for a
period of twelve months from the date of substantial completion and will cover
all labor and materials to correct any deficiencies.

SC-7.02.B COORDINATION

The following shall be added at the end of paragraph 7.02.B: DESIGN/BUILDER will
be responsible for coordination of water line to site, elevated storage tank and
miscellaneous additional development including construction of road.

SC-8.01.A.6. GENERAL

Delete paragraphs 8.01.A.6.a, 8.01.A.6.b, 8.01.A.6.e and 8.01.A.6.g in their
entirety.

SC10.02.C COST OF THE WORK

Delete paragraphs 10.02.C.2, 10.02.C.2.a, 10.02.C.2.b, 10.02.C.2.c, 10.02.C.2.d
and 10.02.C.2.e in their entirety.

SC-13.02.A. APPLICATION FOR PROGRESS PAYMENT

Delete the first sentence of paragraph 13.02.A and replace with the following:
The DESIGN/BUILDER shall submit to the OWNER an Application for Payment on the
5th of each month for the construction completed during the previous month. The
first Application for Payment will be submitted after signing the contract
documents and prior to mobilization to cover design work to date, equipment
deposits and mobilization costs.

SC-13.04.A.1 PROGRESS PAYMENTS

Delete paragraph 13.04.A.1 in its entirety and replace with the following:

         1. The OWNER shall, within 15 days of receipt of each
Application for Payment, approve and make payment to the DESIGN/BUILDER. If for
any reason an amount less than the total amount due per the request is approved
by the OWNER, the DESIGN/BUILDER shall be notified immediately.

<Page>

SC-13.04.A.2 PROGRESS PAYMENTS

Delete the last sentence of Paragraph 13.04.A.2 and replace with the following:
Written notice will be deemed to have been served if sent to the Designated
Representative at the address defined in the Standard Form of Agreement Between
Owner and Design/Builder.

SC-13.04.B.6 PROGRESS PAYMENTS

Insert the following after "Liens have been filed": or are threatened to be
filed.

SC-13.04.B. PROGRESS PAYMENTS

Add the following sections to 13.04.B:

         8. Reasonable evidence that the Work cannot be completed for the
Contract Price.

         9. Reasonable evidence that the Work will not be completed in the
Contract Time.

SC-13.05.A SUBSTANTIAL COMPLETION

The following should be inserted at the end:

         A. Notwithstanding anything to the contrary, in no event will
substantial completion be achieved until such time as the plant is ready to
begin processing corn.

SC-13.09.B FINAL PAYMENT AND ACCEPTANCE

Insert the following at the end of the first sentence: less 150% of the cost of
completing the remaining items.