<PAGE>
 
                                                                   EXHIBIT 10.39
 
                       STANDARD FORM OF AGREEMENT BETWEEN
               OWNER AND CONTRACTOR WHERE THE BASIS OF PAYMENT IS
                    THE COST OF THE WORK PLUS A FEE WITH OR
                       WITHOUT A GUARANTEED MAXIMUM PRICE
                                        
                     AIA Document A111 - Electronic Format

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

The 1987 Edition of AIA Document A201, General Conditions of the Contract for
Construction, is adopted in this document by reference. Do not use with other
general conditions unless this document is modified. This document has been
approved and endorsed by The Associated General Contractors of America.

Copyright 1920, 1925, 1951, 1958, 1961, 1967, 1974, 1978, 1987 by The American
Institute of Architects, 1735 New York Avenue N.W., Washington D.C. 20006-5292.
Reproduction of the material herein or substantial quotation of its provisions
without written permission of the AIA violates the copyright laws of the United
States and will be subject to legal prosecution.


--------------------------------------------------------------------------------
AGREEMENT
made as of the 24th day of OCTOBER in the year of Nineteen Hundred and Ninety-
Seven

BETWEEN THE Owner:
(Name and address)
DM MANAGEMENT, INC., a  CORPORATION
25 Recreation PARK DRIVE, SUITE 200
Hingham, MA 02043

and the Contractor:
(Name and address)
CLAYCO CONSTRUCTION COMPANY, INC.
2199 Innerbelt Business Center Drive
St. Louis, MO 63114
ATTN:  C. David Moses

the Project is:
(Name and address)
NEW DISTRIBUTION FACILITY
1-93 and Route 3
Tilton, NH

the Architect is:
(Name and address)
MITCHELL-HUGEBACK ARCHITECTS, INC.
400 South Woodsmill Road, Suite 120
Chesterfield, MO 63017

The Owner and Contractor agree as set forth below.

                                   ARTICLE 1
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AIA DOCUMENT AIII - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.

                                                     Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998.AIA License Number 105838, which 
expires on 7/31/1998 -- Page #1

<PAGE>
                            THE CONTRACT DOCUMENTS
 
1.1  The Contract Documents consist of this Agreement, Conditions of the
Contract (General, Supplementary and other Conditions), Drawings,
Specifications, Addenda issued prior to execution of this Agreement, other
documents listed in this Agreement and Modifications issued after execution of
this Agreement; these form the Contract, and are as fully a part of the Contract
as if attached to this Agreement or repeated herein. The Contract represents the
entire and integrated agreement between the parties hereto and supersedes prior
negotiations, representations or agreements, either written or oral. An
enumeration of the Contract Documents, other than Modifications, appears in
Article 16. If anything in the other Contract Documents is inconsistent with
this Agreement, this Agreement shall govern.



                                   ARTICLE 2
                           THE WORK OF THIS CONTRACT
                                        
2.1  The Contractor shall execute the entire Work described in the Contract
Documents, except to the extent specifically indicated in the Contract Documents
to be the responsibility of others, or as follows:
Design and construct one 425,270 square foot distribution facility in accordance
with Outline Specifications dated 12-24-97 attached hereto and Mitchell-Hugeback
Floor Plan A2.0 dated 10-24-97, and the other Contract Documents.



                                   ARTICLE 3
                          RELATIONSHIP OF THE PARTIES

3.1    The Contractor accepts the relationship of trust and confidence
established by this Agreement and covenants with the Owner to utilize the
Contractor's best skill, efforts and judgment in furthering the interests of the
Owner; to furnish efficient business administration and supervision; to make
best efforts to furnish at all times an adequate supply of workers and
materials; and to perform the Work in the best way and most expeditious and
economical manner consistent with the interests of the Owner. The Owner agrees
to exercise best efforts to enable the Contractor to perform the Work in the
best way and most expeditious manner by furnishing and approving in a timely way
information required by the Contractor and making payments to the Contractor in
accordance with requirements of the Contract Documents. The Contractor will
establish a direct contractual relationship with the Architect, design
professionals and other licensed professionals to provide the design of the
Project; provided, however that the Owner will obtain and pay for all civil
engineering work required in connection with the Project from a licensed civil
engineering firm. The Owner acknowledges and agrees that the Contractor is not a
licensed architect or engineer and is not agreeing to perform services which
require such a license in the State in which the Project is located. Such
services will be performed by licensed architects and engineers and qualified
design build subcontractors under separate agreements. The fees and expenses of
those design professionals contracted and paid for by the Contractor shall be
included as part of the Cost of the Work. The fees and expenses of the civil
engineer retained by the Owner and any other contractor the Owner retains shall
not be included as part of the Cost of the Work or included within the GMP (as
defined herein below). The Contractor shall be responsible to the Owner for acts
and omissions of the Contractor's employees and parties in privity of contract
with the contractor to perform a portion of the Work, including their agents and
employees, including without limitation the Architect, Subcontractors, and
Subsubcontractors. The Contractor agrees that all Work shall be performed in
compliance with (1) customary good practices and professional skill and care,
(2) the drawings and specifications, and (3) any statutes, ordinances, codes,
regulations and standards of public bodies or trade regulators having any
jurisdiction over the Project at the time of contract execution.



                                   ARTICLE 4
                DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
                                        

4.1    The date of commencement is the date from which the Contract Time of
Subparagraph 4.2 is measured; it shall be the date of this Agreement, as first
written above, unless a different date is stated below or provision is made for
the date to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement, if it differs from the date of this Agreement
or, if applicable, state that the date will be fixed in a notice to proceed)
September 11, 1997

Unless the date of commencement is established by a notice to proceed issued by
the Owner, the Contractor shall notify the Owner in writing not less than five
days before commencing the Work to permit timely filing of mortgages, mechanic's
liens and other security interests. Notwithstanding anything provided to the
contrary herein, the parties hereby confirm that the Work has commenced and
--------------------------------------------------------------------------------
AIA DOCUMENT AIII - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution.. This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.

                                                   Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #2

<PAGE>
 
that all Work done by the Contractor on the Project prior to the date hereof
shall be deemed to have been done pursuant to this Agreement and to be subject
to the provisions hereof.

4.2
(insert the calendar date or number of calendar days after the date of
commencement. Also insert any requirements for earlier Substantial Completion of
certain portions of the Work, if not stated elsewhere in the Contract
Documents.)
The Contractor shall have achieved Substantial Completion of the following
portions of the Work on or before the dates indicated below for each portion of
the Work (such dates being referred to herein as the "Substantial Completion
Dates"), subject to extensions for any delays contemplated in Paragraph 8.3.1 of
the form of the General Conditions (AIA Document No. A201) attached hereto:

Warehouse Area                        7-1-98
Main Office/Connecting Corridor       8-30-98

, subject to adjustments of this Contract Time as provided in the Contract
Documents.
(Insert provisions, if any, for liquidated damages relating to failure to
complete on time.)


                                   ARTICLE 5
                                  CONTRACT SUM
                                        
5.1    The Owner shall pay the Contractor in current funds for the Contractor's
performance of the Contract the Contract Sum consisting of the Cost of the Work
as defined in Article 7 and the Contractor's Fee determined as follows:
(State a lump sum, percentage of Cost of the Work or other provision for
determining the Contractor's Fee, and explain how the Contractor's Fee is to be
adjusted for changes in the Work)
The Contractor's Fee shall equal Eight Hundred Ninety-Six Thousand Forty-Seven
Dollars ($896,047.00) which is the product of Five and one-half Percent (5.50%)
times the final estimated Cost of the Work. If Substantial Completion of the
Warehouse Area is achieved on or before July 1, 1998 and Substantial Completion
of the Main Office/Connecting Corridor is achieved on or before August 30, 1998,
then the Contractor shall be entitled to an additional fee equal to one percent
(1%) of the final GMP, which amount shall be due and payable within the later of
(i) thirty (30) days after Final Completion, and (ii) the date on which lien
waivers are delivered by the Contractor to the Owner from all subcontractors (it
being agreed, however that in lieu of lien waivers invoices marked paid or other
reasonable evidence of payment shall only be required where the total
subcontract is less than $10,000.00). The Contractor's Fee shall be fixed at
$896,047.00, subject to adjustment only in the eent of a Change Order or a
Construction Change Directive which results in the final Cost of the Work
exceeding $16,291,780.10, in which event the Contractor shall be entitled to an
additional fee equal to five and one-half percent (5 1/2%) of the final Cost of
the Work in excess of $16,291,780.10.

5.2    GUARANTEED MAXIMUM PRICE (IF APPLICABLE)

5.2.1  The sum of the estimated Cost of the Work and the Contractor's Fee is
guaranteed by the Contractor not to exceed SEVENTEEN MILLION ONE HUNDRED EIGHTY-
SEVEN THOUSAND EIGHT HUNDRED TWENTY-EIGHT Dollars ($17,187,828.00), subject to
additions and deductions by Change Order as provided in the Contract Documents
or as provided in Paragraph 5.2.4 below. Such maximum sum is referred to in the
Contract Documents as the Guaranteed Maximum Price or the "GMP". Costs which
would cause the Guaranteed Maximum Price to be exceeded shall be paid by the
Contractor without reimbursement by the Owner.
(Insert specific provisions if the Contractor is to participate in any savings.)
If the sum of the final Cost of the Work plus the Contractor's Fee is less than
the GMP, then such difference (the "savings") shall be shared by the parties as
follows: seventy-five percent (75%) of the savings shall be retained by the
Owner and twenty-five percent (25%) of the savings shall be paid to the
Contractor as an additional fee. Such payment shall be made by the Owner within
thirty (30) days after Final Completion.

5.2.2  The Guaranteed Maximum Price is based upon the following alternates, if
any, which are described in the Contract Documents and are hereby accepted by
the Owner:
(State the numbers or other identification of accepted alternates, but only if a
Guaranteed Maximum Price is inserted in Subparagraph 5.2.1. if decisions on
other alternates are to be made by the Owner subsequent to the execution of this
Agreement, attach a schedule of such other alternates showing the amount for
each and the date until which that amount is valid.)
See Contractor's Proposal Book Dated 9-4-97.

5.2.3  The amounts agreed to for unit prices, if any, are as follows:
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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.

                                                   Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #3


<PAGE>
 
(State unit prices only if a Guaranteed Maximum Price is inserted in
Subparagraph 5.2.1)
See Contractor's Proposal Book Dated 9-4-97.

5.2.4.  If the Contract Documents specifically provide for any allowances, then
the parties agree that (i) the GMP shall be reduced by the amount, if any, by
which the allowance exceeds the actual cost of the item for which such allowance
was made, and (ii) the GMP shall be increased by the amount, if any, by which
the actual cost of the item for which such allowance was made exceeds the
allowance.


                                   ARTICLE 6
                              CHANGES IN THE WORK
                                        
6.1  CONTRACTS WITH A GUARANTEED MAXIMUM PRICE

6.1.1  Adjustments to the Guaranteed Maximum Price on account of changes in the
Work shall be determined as provided in Paragraph 6.3 below.

6.1.2  [Deleted.]

6.1.3  In calculating adjustments to this Contract, the terms "cost" and "costs"
as used herein shall mean the Cost of the Work as defined in Article 7 of this
Agreement and the terms "fee" and "a reasonable allowance for overhead and
profit" shall mean the Contractor's Fee as defined in Paragraph 5.1 of this
Agreement.

6.2  CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

6.2.1 [Deleted.]

6.3  ALL CONTRACTS

6.3.1 If no specific provision is made in paragraph 5.1 for adjustment of the
Contractor's Fee in the case of changes in the Work, or if the extent of such
changes is such, in the aggregate, that application of the adjustment provisions
of Paragraph 5.1 will cause substantial inequity to the Owner or Contractor, the
Contractor's Fee shall be equitably adjusted on the basis of the Fee established
for the original Work.

Insert A: 6.3.2 The Owner shall have the right to order changes in the Work by
giving the Contractor a written change order request (a "CO Request"), setting
forth in detail the nature of the requested change. Upon receipt of a CO Request
the Contractor shall furnish to the Owner a written offer to make the change
requested which offer shall include the Contractor's determination of the
changes, if any, to the (i) the Cost of the Work, (ii) the Contractor's Fee
provided that any CCD (defined below) results in an increase in the Cost of the
Work as provided in Paragraph 5.1 above, (iii) the GMP, (iv) the schedule of
values, or (v) the Substantial Completion Dates, or any one or more of the
foregoing, resulting from the changes described in such CO Request. If the Owner
accepts such offer in writing and without revision then such offer shall
constitute a change order (a "Change Order") which shall operate to amend this
Contract as provided therein. If the Contractor accepts such counteroffer in
writing, then the same shall constitute a Change Order. If the Owner accepts
such offer subject to revisions not previously agreed to by the Contractor in
writing then such "acceptance" shall constitute a construction change directive
(a "CCD") and the Contractor shall promptly proceed with the work described in
the CCD. The cost of the work covered by the CCD shall then be determined on the
basis of reasonable expenditures and savings of those performing the work
covered by the CCD, including the expenses of design services and revisions to
the Contract Documents. The Contractor shall keep and present an itemized
accouting together with appropriate supporting data for inclusion in a CCD.
Unless otherwise provided in the Contract Documents, costs of the work covered
by th CCD shall include the following: costs of labor including social security,
old age and unemployment insurance, fringe benefits required by agreement or
custom, and workers' compensation insurance, costs of material, supplies and
equipment, including costs of transportation, whether incorporated or consumed,
and sales taxes, rental costs of machinery and equipment, costs of premiums for
all bonds and insurance, permit fees and sales, use or similar taxes related to
such work, and additional costs of supervision and field office personnel
directly
--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - 
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #4

<PAGE>
 
attributable to the change, and any increase in the Contractor's Fee as provided
in Paragraph 5.1 above. Pending final determination of the cost of such work,
the Owner shall make reasonable payments on account thereof pursuant to 
Applications for payment submitted by the Contractor. The Contractor shall have 
no obligation to perform any changes in the Work except pursuant to a Change 
Order or a CCD made as provided herein.



                                   ARTICLE 7
                             COSTS TO BE REIMBURSED

7.1  The term Cost of the Work shall mean costs necessarily incurred by the
Contractor in the proper performance of the Work. Such costs shall be at rates
not higher than the standard paid at the place of the Project except with prior
consent of the Owner. The Cost of the Work shall include only the items set
forth in this Article 7.

7.1.1  LABOR COSTS

7.1.1.1  Wages of construction workers directly employed by the Contractor to
perform the construction of the Work at the site or, with the Owner's agreement,
at off-site workshops.

7.1.1.2 Wages or salaries of the Contractor's supervisory and administrative
personnel when stationed at the site with the Owner's agreement.
(If it is intended that the wages or salaries of certain personnel stationed at
the Contractor's principal or other offices shall be included in the Cost of the
Work, identify in Article 14 the personnel to be included and whether for all or
only part of their time.)

7.1.1.3 Wages and salaries of the Contractor's supervisory or administrative
personnel engaged, at factories, workshops or on the road, in expediting the
production or transportation of materials or equipment required for the Work,
but only for that portion of their time required for the Work.

7.1 .1.4 Costs paid or incurred by the Contractor for taxes, insurance,
contributions, assessments and benefits required by law or collective bargaining
agreements and, for personnel not covered by such agreements, customary benefits
such as sick leave, medical and health benefits, holidays, vacations and
pensions, provided such costs are based on wages and salaries included in the
Cost of the Work under Clauses 7.1.l.l through 7.1.1.3.

7.1.2  SUBCONTRACT COSTS

Payments made by the Contractor to Subcontractors in accordance with the
requirements of the subcontracts.

7.1.3  COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
CONSTRUCTION

7.1.3.1 Costs, including transportation, of materials and equipment incorporated
or to be incorporated in the completed construction.

7.1.3.2  Costs of materials described in the preceding Clause 7.1.3.1 in excess
of those actually installed but required to provide reasonable allowance for
waste and for spoilage. Unused excess materials, if any, shall be handed over to
the Owner at the completion of the Work or, at the Owner's option, shall be sold
by the Contractor; amounts realized, if any, from such sales shall be credited
to the Owner as a deduction from the Cost of the Work or shall be paid to the
Owner.

7.1.4 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED
ITEMS

7.1.4.1  Costs, including transportation, installation, maintenance, dismantling
and removal of materials, supplies, temporary facilities, machinery, equipment,
and hand tools not customarily owned by the construction workers, which are
provided by the Contractor at the site and fully consumed in the performance of
the Work; and cost less salvage value on such items if not fully consumed,
whether sold to others or retained by the Contractor. Cost for items previously
used by the Contractor shall mean fair market value.

7.1.4.2  Rental charges for temporary facilities, machinery, equipment, and hand
tools not customarily owned by the construction workers, which are provided by
the Contractor at the site, whether rented from the Contractor or others, and
costs of transportation, installation, minor repairs and replacements,
dismantling and removal thereof. Rates and quantities of equipment rented shall
be subject to the Owner's prior approval.
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AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.

                                                  Electronic Format A111-1987
User Document: CDMMANA111V4.DOC - 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #5
                         
<PAGE>
 
7.1.4.3  Costs of removal of debris from the site.

7.1.4.4  Costs of telegrams and long-distance telephone calls, postage and
parcel delivery charges, telephone service at the site and reasonable petty cash
expenses of the site office.

7.1.4.5  That portion of the reasonable travel and subsistence expenses of the
Contractor's personnel incurred while traveling in discharge of duties connected
with the Work.

7.1.5  MISCELLANEOUS COSTS

7.1.5.1  That portion directly attributable to this Contract of premiums for
insurance and bonds.

7.1.5.2  Sales, use or similar taxes imposed by a governmental authority which
are related to the Work and for which the Contractor is liable.

7.1.5.3  Fees and assessments for the building permit and for other permits,
licenses and inspections for which the Contractor is required by the Contract
Documents to pay.

7.1.5.4  Fees of testing laboratories for tests required by the Contract
Documents, except those related to defective or nonconforming Work for which
reimbursement is excluded by Subparagraph 13.5.3 of the General Conditions or
other provisions of the Contract Documents and which do not fall within the
scope of Subparagraphs 7.2.2 through 7.2.4 below.

7.1.5.5  Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents; the cost of defending
suits or claims for infringement of patent rights arising from such requirement
by the Contract Documents; payments made in accordance with legal judgments
against the Contractor resulting from such suits or claims and payments of
settlements made with the Owner's consent; provided, however, that such costs of
legal defenses, judgment and settlements shall not be included in the
calculation of the Contractor's Fee or of a Guaranteed Maximum Price, if any,
and provided that such royalties, fees and costs are not excluded by the last
sentence of Subparagraph 3.17.1 of the General Conditions or other provisions of
the Contract Documents.

7.1.5.6  Deposits lost for causes other than the Contractor's fault or
negligence.

7.1.6  OTHER COSTS

7.1.6.1  Other costs incurred in the performance of the Work if and to the
extent approved in advance in writing by the Owner.

7.2  EMERGENCIES: REPAIRS TO DAMAGED, DEFECTIVE OR NONCONFORMING WORK

The Cost of the Work shall also include costs described in Paragraph 7.1 which
are incurred by the Contractor:

7.2.1  In taking action to prevent threatened damage, injury or loss in case of
an emergency affecting the safety of persons and property, as provided in
Paragraph 10.3 of the General Conditions, provided such threat of damage,
injury or loss does

7.2.2  not result from the fault or negligence of the Contractor or the
Contractor's foremen, engineers or superintendents, or other supervisory,
administrative or managerial personnel of the Contractor or other parties for
whom the Contractor is responsible.

7.2.3  In repairing damaged Work other than that described in Subparagraph
7.2.2, provided such damage did not result from the fault or negligence of the
Contractor or the Contractor's personnel or other parties for whom the
Contractor is responsible and only to the extent that the cost of such repairs
is not recoverable by the Contractor from others and the Contractor is not
compensated therefor by insurance or otherwise.

7.2.4  [Deleted.]
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AIA DOCUMENT AIII - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.

                                                   Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #6


<PAGE>
 
                                   ARTICLE 8
                           COSTS NOT TO BE REIMBURSED
                                        
8.1  The Cost of the Work shall not include:

8.1.1  Salaries and other compensation of the Contractor's personnel stationed
at the Contractor's principal office or offices other than the site office,
except as specifically provided in Clauses 7.1.1.2 and 7.1.1.3 or as may be
provided in Article 14.

8.1.2  Expenses of the Contractor's principal office and offices other than the
site office.

8.1.3  Overhead and general expenses, except as may be expressly included in
Article 7.

8.1.4  The Contractor's capital expenses, including interest on the Contractor's
capital employed for the Work.

8.1.5  Rental costs of machinery and equipment, except as specifically provided
in Clause 7.1.4.2.

8.1.6  Except as provided in Subparagraphs 7.2.2 through 7.2.4 and Paragraph
13.5 of this Agreement, costs due to the fault or negligence of the Contractor,
Subcontractors, anyone directly or indirectly employed by any of them, or for
whose acts any of them may be liable, including but not limited to costs for the
correction of damaged, defective or nonconforming Work, disposal and replacement
of materials and equipment incorrectly ordered or supplied, and making good
damage to property not forming part of the Work.

8.1.7  Any cost not specifically and expressly described in Article 7.

8.1.8  Costs which would cause the Guaranteed Maximum Price, if any, to be
exceeded.

Insert B: 8.1.9  The excess of costs, including without limitation wages and
fringe benefits incurred as a result of the use of union labor to perform any
Work over costs which would have been paid or incurred if such Work had been
performed by otherwise qualified non-union labor.


                                   ARTICLE 9
                         DISCOUNTS, REBATES AND REFUNDS
                                        
9.1 Cash discounts obtained on payments made by the Contractor shall accrue for
the benefit of the Owner. Trade discounts, rebates, refunds and amounts received
from sales of surplus materials and equipment shall accrue to the Owner, and the
Contractor shall make provisions so that they can be secured.

9.2  Amounts which accrue to the Owner in accordance with the provisions of
Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost of the
Work.



                                   ARTICLE 10
                       SUBCONTRACTS AND OTHER AGREEMENTS

10.1  Those portions of the Work that the Contractor does not customarily
perform with the Contractor's own personnel shall be performed under
subcontracts or by other appropriate agreements with the Contractor. The
Contractor shall obtain bids from Subcontractors and from suppliers of materials
or equipment fabricated especially for the Work and shall deliver such bids to
the Owner. The Owner will then determine, with the advice of the Contractor,
which bids will be accepted. The Owner may designate specific persons or
entities from whom the Contractor shall obtain bids; however, if a Guaranteed
Maximum Price has been established, the Owner may not prohibit the Contractor
from obtaining bids
--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA -COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.

                                                    Electroic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #7


<PAGE>
 
from others. The Contractor shall not be required to contract with anyone to 
whom the Contractor has reasonable objection.

10.2  If a Guaranteed Maximum Price has been established and a specific bidder
among those whose bids are delivered by the Contractor to the Owner (1) is
recommended to the Owner by the Contractor; (2) is qualified to perform that
portion of the Work; and (3) has submitted a bid which conforms to the
requirements of the Contract Documents without reservations or exceptions, but
the Owner requires that another bid be accepted; then the Contractor may require
that a Change Order be issued to adjust the Guaranteed Maximum Price by the
difference between the bid of the person or entity recommended to the Owner by
the Contractor and the amount of the subcontract or other agreement actually
signed with the person or entity designated by the Owner.

10.3  Subcontracts or other agreements shall conform to the payment provisions
of Paragraphs 12.7 and 12.8, and shall not be awarded on the basis of cost plus
a fee without the prior consent of the Owner.


                                   ARTICLE 11
                               ACCOUNTING RECORDS

11.1   The Contractor shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management under this
Contract; the accounting and control Systems shall be satisfactory to the Owner.
The Owner and the Owner's accountants shall be afforded access to the
Contractor's records, books, correspondence, instructions, drawings, receipts,
subcontracts, purchase orders, vouchers, memoranda and other data relating to
this Contract, and the Contractor shall preserve these for a period of three
years after final payment, or for such longer period as may be required by law.

Insert C: 11.2  The Contractor shall maintain all records, bookkeeping and
accounts for the Project in accordance with generally accepted accounting
principles and shall make such accounts, records and books available to the
Owner upon request. Cost reports showing original GMP, commitments, actual and
anticipated costs as well as variances, if any, and available contingency (as
well as a detailed written explanation of the reason for use of any contingency)
shall be submitted on a monthly basis to the Owner. The Contractor shall submit
copies of all executed contracts to the Owner.


                                   ARTICLE 12
                               PROGRESS PAYMENTS
                                        
12.1 Based upon Applications for Payment submitted to the Owner by the
Contractor, the Owner shall make progress payments on account of the Contract
Sum to the Contractor as provided below and elsewhere in the Contract Documents.

12.2  The period covered by each Application for Payment shall be one calendar
month ending on the last day of the month, or as follows:

12.3  Provided an Application for Payment is received by the Owner not later
than the first (1st) day of a month, the Owner shall make payment to the
Contractor not later than the twentieth (20th) day of the same month. If an
Application for Payment is received after the application date fixed above,
payment shall be made by the Owner not later than twenty (20) days after the
Owner receives the Application for Payment.

12.4  With each Application for Payment the Contractor shall submit payrolls,
petty cash accounts, receipted invoices or invoices with check vouchers
attached, and any other evidence required by the Owner to demonstrate that cash
disbursements already made by the Contractor on account of the Cost of the Work
equal or exceed (1) progress payments already received by the Contractor; less
(2) that portion of those payments attributable to the Contractor's Fee; plus
(3) payrolls for the period covered by the present Application for Payment; plus
(4) retainage provided in Subparagraph 12.5.4, if any, applicable to prior
progress payments. In addition to the foregoing, such supporting evidence shall
consist of lien waivers for work covered by prior Applications for Payment which
previously have been paid, progress photographs reasonably requested in advance
by the Owner, report of pending Change Orders and such invoices with check
vouchers attached and check registers as the Owner may have reasonably requested
in advance. An Application for Payment shall not be deemed to be received by the
Owner until all such supporting documents have been furnished.

12.5  CONTRACTS WITH A GUARANTEED MAXIMUM PRICE
--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. This document was electronically produced
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date of expiration as noted below.

                                                   Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #8

<PAGE>
 
12.5.1  Each Application for Payment shall be based upon the most recent
schedule of values submitted by the Contractor in accordance with the Contract
Documents. The schedule of values shall allocate the entire Guaranteed Maximum
Price among the various portions of the Work, except that the Contractor's Fee
shall be shown as a single separate item. The schedule of values shall be
prepared in such form and supported by such data to substantiate its accuracy as
the Owner may reasonably require. This schedule, unless objected to by the
Owner, shall be used as a basis for reviewing the Contractor's Applications for
Payment.

12.5.2  Applications for Payment shall show the percentage completion of each
portion of the Work as of the end of the period covered by the Application for
Payment. The percentage completion shall be the lesser of (1) the percentage of
that portion of the Work which has actually been completed or (2) the percentage
obtained by dividing (a) the expense which has actually been incurred by the
Contractor on account of that portion of the Work for which the Contractor has
made or intends to make actual payment prior to the next Application for Payment
by (b) the share of the Guaranteed Maximum Price allocated to that portion of
the Work in the schedule of values.

12.5.3  Subject to other provisions of the Contract Documents, the amount of
each progress payment shall be computed as follows:

12.5.3.1  Take that portion of the Guaranteed Maximum Price properly allocable
to completed Work as determined by multiplying the percentage completion of each
portion of the Work by the share of the Guaranteed Maximum Price allocated to
that portion of the Work in the schedule of values. Pending final determination
of cost to the Owner of changes in the Work, amounts not in dispute may be
included as provided in Subparagraph 7.3.7 of the General Conditions, even
though the Guaranteed Maximum Price has not yet been adjusted by Change Order.

12.5.3.2  Add that portion of the Guaranteed Maximum Price properly allocable to
materials and equipment delivered and suitably stored at the site for subsequent
incorporation in the Work or, if approved in advance by the Owner, suitably
stored off the site at a location agreed upon in writing.

12.5.3.3  Add the Contractor's Fee, less retainage of five percent (5%) which
retainage shall be five percent (5%) of the sum of amounts determined under
paragraphs 12.5.3.1, 12.5.3.2 and 12.5.3.3.. The Contractor's Fee shall be
computed upon the Cost of the Work described in the two preceding Clauses at the
rate stated in Paragraph 5.1 or, if the Contractor's Fee is stated as a fixed
sum in that Paragraph, shall be an amount which bears the same ratio to that
fixed-sum Fee as the Cost of the Work in the two preceding Clauses bears to a
reasonable estimate of the probable Cost of the Work upon its completion.

12.5.3.4  Subtract the aggregate of previous payments made by the Owner.

12.5.3.5  Subtract the shortfall, if any, indicated by the Contractor in the
documentation required by Paragraph 12.4 to substantiate prior Applications for
Payment, or resulting from errors subsequently discovered by the Owner's
accountants in such documentation.

12.5.3.6  Subtract amounts, if any, for which the Owner has withheld or
nullified a Certificate for Payment as provided in Paragraph 9.5 of the General
Conditions.

12.5.4  Additional retainage, if any, shall be as follows:
(If it is intended to retain additional amounts from progress payments to the
Contractor beyond (1) the retainage from the Contractor's Fee provided in Clause
12.5.3.3, (2)the retainage from Subcontractors provided in Paragraph 12.7 below,
and (3) the retainage, if any, provided by other provisions of the Contract,
insert provision for such additional retainage here. Such provision, if made,
should also describe any arrangement for limiting or reducing the amount
retained after the Work reaches a certain state of completion)

12.6  CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

12.6.1 [Deleted.] 

12.6.2 [Deleted.]       
--------------------------------------------------------------------------------
AIA DOCUMENT A111. OWNER-CONTRACTOR AGREEMENT - TENTH EDITION . AIA - COPYRIGWF
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. . This document was electronically produced
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date of expiration as noted below.

                                                   Electronic Format A111-1987
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expires on 7/31/1998 -- Page #9

<PAGE>
 
12.6.2.1  [Deleted.]

12.6.2.2  [Deleted.]

12.6.2.3  [Deleted.]

12.6.2.4  [Deleted.]

12.6.2.5  [Deleted.]

12.6.3    [Deleted.]

12.7  Except with the Owner's prior approval, payments to Subcontractors
included in the Contractor's Applications for Payment shall not exceed an amount
for each Subcontractor calculated as follows:

12.7.1 Take that portion of the Subcontract Sum properly allocable to completed
Work as determined by multiplying the percentage completion of each portion of
the Subcontractor's Work by the share of the total Subcontract Sum allocated to
that portion in the Subcontractor's schedule of values, less retainage of five
percent (5%). Pending final determination of amounts to be paid to the
Subcontractor for changes in the Work, amounts not in dispute may be included as
provided in Subparagraph 7.3.7 of the General Conditions even though the
Subcontract Sum has not yet been adjusted by Change Order.

Insert D: Notwithstanding the foregoing, if any Subcontractor fully performs all
of its obligations under its Subcontract then, upon the request of the
Contractor, the Owner, at the Owner's sole discretion, may agree to release the
full amount of the retainage for such Subcontractor to the Contractor for
payment to the Subcontractor.

12.7.2  Add that portion of the Subcontract Sum properly allocable to materials
and equipment delivered and suitably stored at the site for subsequent
incorporation in the Work or, if approved in advance by the Owner, suitably
stored off the site at a location agreed upon in writing, less retainage of five
percent (5%).

12.7.3  Subtract the aggregate of previous payments made by the Contractor to
the Subcontractor.

12.7.4  Subtract amounts, if any, for which the Owner has withheld Payment to
the Contractor for reasons which are the fault of the Subcontractor.

12.7.5  Add, upon Substantial Completion of the entire Work of the Contractor, a
sum sufficient to increase the total payments to the Subcontractor to one
hundred percent (100%) of the Subcontract Sum, less amounts, if any, for
incomplete Work and unsettled claims; and, if final completion of the entire
Work is thereafter materially delayed through no fault of the Subcontractor, add
any additional amounts payable on account of Work of the Subcontractor in
accordance with Subparagraph 9.10.3 of the General Conditions.
(If it is intended, prior to Substantial Completion of the entire Work of the
Contractor, to reduce or limit the retainage from Subcontractors resulting from
the percentages inserted in Subparagraphs 12.7.1 and 12.7.2 above, and this is
not explained elsewhere in the Contract Documents, insert here provisions for
such reduction or limitation.)

The Subcontract Sum is the total amount stipulated in the subcontract to be paid
by the Contractor to the Subcontractor for the Subcontractor's performance of
the subcontract.

--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. . This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.

                                                   Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #10


<PAGE>
 
12.8  Except with the Owner's prior approval, the Contractor shall not make
advance payments to suppliers for materials or equipment which have not been
delivered and stored at the site.

12.9  [Deleted.]

Insert E: 12.10 Upon Substantial Completion, any retainage then held by the
Owner shall be due and payable to the Contractor provided that such payment may
be reduced by such amount as the Owner shall reasonably determine for incomplete
Work and unsettled claims. Owner shall not be deemed unreasonable in withholding
an amount equal to the sum of (i) a reasonable estimate of the cost of the
materials required to complete or correct such items and (ii) two times a
reasonable estimate of the aggregate cost of the labor to complete or correct
such items. The monetized retention for punch-list items shall be paid to the
Contractor monthly as such items are completed and application for payment is
made therefor.


                                   ARTICLE 13
                                 FINAL PAYMENT

13.1  Final payment shall be made by the Owner to the Contractor when (1) the
Contract has been fully performed by the Contractor except for the Contractor's
responsibility to correct defective or nonconforming Work, as provided in
Subparagraph 12.2.2 of the General Conditions, and to satisfy other
requirements, if any, which necessarily survive final payment; and (2) a final
Application for Payment and a final accounting for the Cost of the Work have
been submitted by the Contractor and reviewed by the Owner's accountants. Final
payment shall be made by the Owner not more than 30 days after receipt by the
Owner of all information required to be submitted to it in accordance with the
terms hereof.

13.2  The amount of the final payment shall be calculated as follows:

13.2.1  Take the sum of the Cost of the Work substantiated by the Contractor's
final accounting and the Contractor's Fee; but not more than the Guaranteed
Maximum Price, if any.

13.2.2  Subtract amounts, if any, for which the Owner withholds, in whole or in
part, a final Certificate for Payment as provided in Subparagraph 9.5.1 of the
General Conditions or other provisions of the Contract Documents.

13.2.3  Subtract the aggregate of previous payments made by the Owner.

If the aggregate of previous payments made by the Owner exceeds the amount due
the Contractor, the Contractor shall reimburse the difference to the Owner.

13.3  The Owner's accountants will review and report in writing on the
Contractor's final accounting within 30 days after delivery of the final
accounting to the Owner by the Contractor. Based upon such Cost of the Work as
the Owner's accountants report to be substantiated by the Contractor's final
accounting, and provided the other conditions of Paragraph 13.1 have been met,
the Owner will, within seven days after receipt of the written report of the
Owner's accountants, either pay the amount of such application, or notify the
Contractor in writing of the Owner's reasons for withholding a certificate as
provided in Subparagraph 9.5.1 of the General Conditions. The time periods
stated in this Paragraph 13.3 supersede those stated in Subparagraph 9.4.1 of
the General Conditions.

13.4  If the Owner's accountants report the Cost of the Work as substantiated by
the Contractor's final accounting to be less than claimed by the Contractor, the
Contractor shall be entitled to request mediation of the disputed amount. Such
request for mediation shall be made by the Contractor within 30 days
--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987. THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. . This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.
                                                    Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which
expires on 7/31/1998 -- Page #11


<PAGE>
 
after the Contractor's receipt of a copy of such report failure to request
mediation within this 30-day period shall result in the substantiated amount
reported by the Owner's accountants becoming binding on the Contractor. Pending
a final resolution, the Owner shall pay the Contractor all undisputed amounts.

13.5  If, subsequent to final payment and at the Owner's request, the Contractor
incurs costs described in Article 7 and not excluded by Article 8 to correct
defective or nonconforming Work, the Owner shall reimburse the Contractor such
costs and the Contractor's Fee applicable thereto on the same basis as if such
costs had been incurred prior to fmal payment, but not in excess of the
Guaranteed Maximum Price, if any. If the Contractor has participated in savings
as provided in Paragraph 5.2, the amount of such savings shall be recalculated
and appropriate credit given to the Owner in determining the net amount to be
paid by the Owner to the Contractor.


                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

14.1  Where reference is made in this Agreement to a provision of the General
Conditions or another Contract Document, the reference refers to that provision
as amended or supplemented by other provisions of the Contract Documents.

14.2  Payments due and unpaid under the Contract shall bear interest from the
date payment is due at the rate stated below, or in the absence thereof; at the
legal rate prevailing from time to time at the place where the Project is
located.
(Insert rate of interest agreed upon, if any)
One percent over the "prime rate" as reported in The Wall Street Journal.

(Usury laws and requirements under the Federal Truth in Lending Act, similar
state and local consumer credit laws and other regulations at the Owner's and
Contractor's principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Legal advice should be
obtained with respect to deletions or modifications, and also regarding
requirements such as written disclosures or waivers.)

14.3  Other provisions:
 The Contractor hereby consents to the assignment of this Contract by the Owner
to the Owner's mortgage lender who will finance the Work. The Contractor agrees
to furnish copies of its Applications for Payment and all supporting documents
required under this Contract to said lender.


                                   ARTICLE 15
                           TERMINATION OR SUSPENSION

15.1  The Contract may be terminated by the Contractor as provided in Article 14
of the General Conditions; however, the amount to be paid to the Contractor
under Subparagraph 14.1.2 of the General Conditions shall not exceed the amount
the Contractor would be entitled to receive under Paragraph 15.3 below, except
that the Contractor's Fee shall be calculated as if the Work had been fully
completed by the Contractor, including a reasonable estimate of the Cost of the
Work for Work not actually completed.

15.2  If a Guaranteed Maximum Price is established in Article 5, the Contract
may be terminated by the Owner for cause as provided in Article 14 of the
General Conditions; however, the amount, if any, to be paid to the Contractor
under Subparagraph 14.2.4 of the General Conditions shall not cause the
Guaranteed Maximum Price to be exceeded, nor shall it exceed the amount the
Contractor would be entitled to receive under Paragraph 15.3 below.

15.3  If no Guaranteed Maximum Price is established in Article 5, the Contract
may be terminated by the Owner for cause as provided in Article 14 of the
General Conditions; however, the Owner shall then pay the Contractor an amount
calculated as follows:

15.3.1  Take the Cost of the Work incurred by the Contractor to the date of
termination.

15.3.2  Add the Contractor's Fee computed upon the Cost of the Work to the date
of termination at the rate stated in Paragraph 5.1 or, if the Contractor's Fee
is stated as a fixed sum in that Paragraph, an amount which bears the same ratio
to that fixed-sum Fee as the Cost of the Work at the time of termination bears
to a reasonable estimate of the probable Cost of the Work upon its completion.
--------------------------------------------------------------------------------
AIA DOCUMENT A111- OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA. COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. . This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.
                                                    Electronic Format A111-1987
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expires on 7/31/1998 -- Page #12

<PAGE>
 
15.3.3  Subtract the aggregate of previous payments made by the Owner. The Owner
shall also pay the Contractor fair compensation, either by purchase or rental at
the election of the Owner, for any equipment owned by the Contractor which the
Owner elects to retain and which is not otherwise included in the Cost of the
Work under Subparagraph 15.3.1. To the extent that the Owner elects to take
legal assignment of subcontracts and purchase orders (including rental
agreements), the Contractor shall, as a condition of receiving the payments
referred to in this Article 15, execute and deliver all such papers and take all
such steps, including the legal assignment of such subcontracts and other
contractual rights of the Contractor, as the Owner may require for the purpose
of fully vesting in the Owner the rights and benefits of the Contractor under
such subcontracts or purchase orders.

15.4  The Work may be suspended by the Owner as provided in Article 14 of the
General Conditions; in such case, the Guaranteed Maximum Price, if any, shall be
increased as provided in Subparagraph 14.3.2 of the General Conditions except
that the term "cost of performance of the Contract" in that Subparagraph shall
be understood to mean the Cost of the Work and the term "profit" shall be
understood to mean the Contractor's Fee as described in Paragraphs 5.1 and 6.3
of this Agreement.



                                   ARTICLE 16
                       ENUMERATION OF CONTRACT DOCUMENTS

16.1  The Contract Documents, except for Modifications issued after execution of
this Agreement, are enumerated as follows:

16.1.1  The Agreement is this executed Standard Form of Agreement Between Owner
and Contractor, AIA Document A111, 1987 Edition.

16.1.2  The General Conditions are the General Conditions of the Contract for
Construction, AlA Document A2Ol, 1987 Edition as modified in the form thereof
attached to this Contract.

16.1.3  The Supplementary and other Conditions of the Contract are those
contained in the Project Manual dated , and are as follows:
DOCUMENT                            TITLE                                  DATE

16.1.4  The Specifications are those contained in the Project Manual dated as in
Paragraph 16.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit attached to this
Agreement.)
SECTION                             TITLE                                  PAGES
Clayco Outline Specifications dated 12-24-97 attached to this Contract as
Exhibit B and consisting of 21 pages. 
K.S.A. Specifications Dated 8-15-97.

16.1.5  The Drawings are as follows, and are dated unless a different date is
shown below:
(Either list the Drawings here or refer to an exhibit attached to this
Agreement.)
NUMBER                              TITLE                                  DATE
See Exhibit A attached to this Contract.

16.1.6  The Addenda, if any, are as follows:
NUMBER                              DATE                                   PAGES

Portions of Addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in this
Article 16.

16.1.7 Other Documents, if any, forming part of the Contract Documents are as
follows:
(List here any additional documents which are intended to form part of the
Contract Documents. The General Conditions provide that bidding requirements
such as advertisement or invitation to bid, Instructions to Bidders, sample
forms and the Contractor's bid are not part of the Contract Documents unless
enumerated in this Agreement. They should be listed here only, if intended to be
part of the Contract Documents.) 
Clayco Proposal Book Dated 9-4-97. 
Clayco letter dated 12-24-97 attached to this Contract as Exhibit D. 
Clayco Control Budget dated 12-24-97 attached hereto as Exhibit C.


                          ARTICLE 17

17.1  Conflicts or discrepancies among the Contract Documents shall be resolved
in the following order of priority:
--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. . This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.
                                                     Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which
expires on 7/31/1998 -- Page #13



                                   
<PAGE>
 
     .1  This Contract, as the same may be modified by Change Order;
     .2  The General Conditions;
     .3  The Specifications;
     .4  The Drawings; provided , however, that Drawings which are in existance
on the date hereof shall govern over this Contract or the General Conditions for
quantity, location, quality and performance;

17.2  The Contractor and the Owner shall work cooperatively with each other, the
Architect and any design/build Subcontractors to develop design and construction
drawings and specifications for the Project which are satisfactory to the Owner.

This Agreement is entered into as of the day and year first written above and is
executed in at least three original copies of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.

OWNER                                          CONTRACTOR



                                            

By: /s/ Olga L. Conley                 By:/s/ Michael Murphy  
    ------------------------              ------------------------------
        (Signature)                              (Signature) 
    Olga L. Conley Chief                  Michael Murphy VICE PRESIDENT OF 
     Financial Officer                    CLAYCO CONSTRUCTION COMPANY, INC.    
                                               

an Authorized signatory for DM MANAGEMENT, INC.
(Printed name and title)                       (Printed name and title)


--------------------------------------------------------------------------------
AIA DOCUMENT A111 - OWNER-CONTRACTOR AGREEMENT - TENTH EDITION - AIA - COPYRIGHT
1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,
WASHINGTON D.C. 20006-5292. Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.

                                                     Electronic Format A111-1987
User Document: CDMMANA111V4.DOC -- 2/27/1998. AIA License Number 105838, which
expires on 7/31/1998 -- Page #14



                      
<PAGE>
 
              GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
                                        
                     AIA Document A201 - Electronic Format

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

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

This document has been approved and endorsed by the Associated General
Contractors of America.

Copyright 1911, 1915,1918,1925,1927, 1951,1958,1961,1963, 1967,1970,1976, 1987
by The American Institute of Architects, l735 New York Avenue N.W., Washington
D.C. 20006-5292. Reproduction of the material herein or substantial quotation of
its provisions without written permission of the AIA violates the copyright laws
of the United States and will be subject to legal prosecutions.

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

                               TABLE OF ARTICLES

  1.   GENERAL PROVISIONS                 8.   TIME
  
  2.   OWNER                              9.   PAYMENTS AND COMPLETION

  3.   CONTRACTOR                         10.  PROTECTION OF PERSONS AND
                                               PROPERTY

  4.   ADMINISTRATION OF THE CONTRACT     11. INSURANCE AND BONDS

  5.   SUBCONTRACTORS                     12. UNCOVERING AND CORRECTION OF
                                              WORK

  6.   CONSTRUCTION BY OWNER OR BY        13. MISCELLANEOUS PROVISIONS
       SEPARATE CONTRACTORS                      

  7.   CHANGES IN THE WORK                14. TERMINATION OR SUSPENSION OF THE
                                              CONTRACT


--------------------------------------------------------------------------------
AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
FOURTEENTH EDITION - AIA - COPYRIGHT 1987-THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292.. WARNING; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.

                                                     Electronic Format A201-1987
User Document: CDMANA201V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #1


<PAGE>
 
<TABLE>
<CAPTION>
<S>                                 <C>
Acceptance of Nonconforming Work    9.6.6, 9.9.3, 12.3
Acceptance of Work                  9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3
Access to Work                      3.16, 6.2.1, 12.1
Accident Prevention                 4.2.3, 10
Acts and Omissions                  3.2.1, 3.2.2, 3.3.2, 3.12.8, 3.18, 4.2.3,
                                    4.3.2, 4.3.9, 8.3.1,10.1.4, 10.2.5, 13.4.2, 13.7, 14.1
Addenda                             1.1.1, 3.11
Additional Costs, Claims for        4.3.6, 4.3.7, 4.3.9, 6.1.1, 10.3
Additional Inspections and Testing  4.2.6, 9.8.2, 12.2.1, 13.5
Additional Time, Claims for         4.3.6, 4.3.8, 4.3.9, 8.3.2
ADMINISTRATION OF THE CONTRACT      3.3.3, 4, 9.4, 9.5
Advertisement or Invitation to Bid  1.1.1
Aesthetic Effect                    4.2.13, 4.5.1
Allowances                          3.8
All-risk Insurance                  11.3.1.1
Applications for Payment            4.2.5, 7.3.7, 9.2, 9.3, 9.4, 9.5.1,
                                    9.6.3, 9.8.3, 9.10.1, 9.10.3, 9.10.4, 11.1.3, 14.2.4
Approvals                           2.4, 3.3.3, 3.5, 3.10.2, 3.12.4 through 3.12.8,
                                    3.18.3, 4.2.7, 9.3.2, 11.3.1.4, 13.4.2, 13.5
Arbitration                         4.1.4, 4.3.2, 4.3.4, 4.4.4, 4.5, 8.3.1,
                                    10.1.2, 11.3.9, 11.3.10
Architect                           4.1
Architect, Definition of            4.1.1
Architect, Extent of Authority      2.4, 3.12.6, 4.2, 4.3.2,4.3.6, 4.4,
                                    5.2, 6.3, 7.1.2, 7.2.1, 7.3.6, 7.4, 9.2, 9.3.1,9.4, 9.5,
                                    9.6.3,9.8.2, 9.8.3, 9.10.1, 9.10.3, 12.1,
                                    12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority 
 and Responsibility                 3.3.3, 3.12.8, 3.12.11, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6,
                                    4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.3.2, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6
Architect's Additional Services and 
 Expenses                           2.4, 9.8.2, 11.3.1.1, 12.2.1, 12.2.4, 13.5.2, 13.5.3, 14.2.4
Architect's Administration of the
 Contract                           4.2, 4.3.6, 4.3.7, 4.4, 9.4, 9.5
Architect's Approvals               2.4, 3.5.1, 3.10.2, 3.12.6, 3.12.8, 3.18.3, 4.2.7
Architect's Authority to Reject
 Work                               3.5.1, 4.2.6, 12.1.2, 12.2.1
Architect's Copyright               1.3
Architect's  Decisions              4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.2, 4.3.6,
                                    4.4.1, 4.4.4, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2,
                                    9.4, 9.5.1, 9.8.2, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4
Architect's Inspections             4.2.2, 4.2.9, 4.3.6, 9.4.2, 9.8.2,
                                    9.9.2, 9.10.1, 13.5
Architect's Instructions            4.2.6, 4.2.7, 4.2.8, 4.3.7,
                                    7.4.1, 12.1, 13.5.2
Architect's Interpretations         4.2.11, 4.2.12, 4.3.7
Architect's On-Site Observations    4.2.2, 4.2.5, 4.3.6, 9.4.2,
                                    9.5.1, 9.10.1, 13.5
Architect's Project Representative  4.2.10
Architect's Relationship with
 Contractor                         1.1.2, 3.2.1, 3.2.2, 3.3.3, 3.5.1,
                                    3.7.3, 3.11, 3.12.8, 3.12.11, 3.16, 3.18, 4.2.3,
                                    4.2.4, 4.2.6, 4.2.12, 5.2, 6.2.2, 7.3.4,
                                    9.8.2,  11.3.7, 12.1, 13.5
Architect's Relationship with
 Subcontractors                     1.1.2, 4.2.3, 4.2.4,
                                    4.2.6, 9.6.3, 9.6.4, 11.3.7
Architect's Representations         9.4.2, 9.5.1, 9.10.1
Architect's Site Visits             4.2.2, 4.2.5,4.2.9, 4.3.6, 9.4.2,
                                    9.5.1, 9.8.2, 9.9.2, 9.10.1, 13.5
</TABLE> 

<TABLE> 
<CAPTION> 
<S>                               <C>  
Asbestos                            10.1
Attorneys' Fees                     3.18.1, 9.10.2, 10.1.4
Award of Separate Contracts         6.1.1
Award of Subcontracts and
 Other Contracts
 for Portions of the Work           5.2
Basic Definitions                   1.1
Bidding Requirements                1.1.1,1.1.7,5.2.1, 11.4.1
Boiler and Machinery
 Insurance                          11.3.2
Bonds, Lien                         9.10.2
Bonds, Performance and
 Payment                            7.3.6.4, 9.10.3, 11.3.9, 11.4
Building Permit                     3.7.1
Capitalization.                     1.4
Certificate of Substantial
 Completion                         9.8.2
Certificates for Payment            4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1,
                                    9.6.6, 9.7.1, 9.8.3, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4
Certificates of
 Inspection, Testing or
 Approval                           3.12.11, 13.5.4
Certificates of Insurance           9.3.2, 9.10.2, 11.1.3
Change Orders                       1.1.1, 2.4.1, 3.8.2.4, 3.11, 4.2.8, 4.3.3, 5.2.3,
                                    7.1, 7.2, 7.3.2, 8.3.1, 9.3.1.1, 9.l0.3,
                                    11.3.1.2, 11.3.4, 11.3.9, 12.1.2
Change Orders, Definition
 of                                 7.2.1
Changes                             7.1
CHANGES IN THE WORK                 3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 10.1.3
Claim, Definition of                4.3.1
Claims and Disputes                 4.3, 4.4, 4.5, 6.2.5, 8.3.2, 9.3.1.2,
                                    9.3.3,9.10.4, 10.1.4
Claims and Timely
 Assertion of Claims                4.5.6
Claims for Additional Cost          4.3.6, 4.3.7, 4.3.9, 6.1.1, 10.3
Claims for Additional Time          4.3.6, 4.3.8, 4.3.9, 8.3.2
Claims for Concealed or
 Unknown Conditions                 4.3.6
Claims for Damages                  3.18, 4.3.9, 6.1.1, 6.2.5, 8.3.2,
                                    9.5.1.2, 10.1.4
Claims Subject to
 Arbitration                        4.3.2, 4.4.4, 4.5.1
Cleaning Up                         3.15, 6.3
Commencement of Statutory
 Limitation Period                  13.7
Commencement of the Work, 
 Conditions Relating to             2.1.2, 2.2.1, 3.2.1, 3.2.2, 3.7.1, 3.10.1, 3.12.6, 4.3.7, 5.2.1,
                                    6.2.2, 8.l.2, 8.2.2, 9.2, 11.1.3, 11.3.6, 11.4.1
Commencement of the Work,
 Definition of                      8.1.2
Communications
 Facilitating Contract
 Administration                     3.9.1, 4.2.4, 5.2.1
Completion, Conditions
 Relating to                        3.11, 3.15, 4.2.2, 4.2.9,
                                    4.3.2, 9.4.2, 9.8, 9.9.1, 9.10, 11.3.5, 12.2.2, 13.7.1
COMPLETION, PAYMENTS AND            9
Completion, Substantial             4.2.9, 4.3.5.2, 8.1.1, 8.1.3, 8.2.3, 9.8,
                                    9.9.1, 12.2.2, 13.7
Compliance with Laws                1.3, 3.6, 3.7, 3.13, 4.1.1, 10.2.2,
                                    11.1, 11.3, 13.1, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3
Concealed or Unknown
 Conditions                         4.3.6
Conditions of the Contract          1.1.1, 1.1.7, 6.1.1
Consent, Written                    1.3.1, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.5.5, 9.3.2,
                                    9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.1.2, 10.1.3, 11.3.1,
                                    11.3.1.4, 11.3.11, 13.2, 13.4.2
CONSTRUCTION BY OWNER OR BY
 SEPARATE CONTRACTORS               1.1.4, 6
Construction Change Directive, 
 Definition of                      7.3.1
</TABLE>
--------------------------------------------------------------------------------
AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
FOURTEENTH EDITION - AIA - COPYRIGHT 1987-THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292.. WARNING; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.

                                                     Electronic Format A201-1987
User Document: CDMANA201V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #2.
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                 <C> 
Construction Change Directives      1.1.1, 4.2.8, 7.1, 7.3, 9.3.1.1
Construction Schedules,
 Contractor's                       3.10, 6.1.3
Contingent Assignment of 
 Subcontracts                       5.4
Continuing Contract Performance     4.3.4
Contract, Definition of             1.1.2
CONTRACT, TERMINATION OR SUSPENSION
 OF THE                             4.3.7, 5.4.1.1, 14
Contract Administration             3.3.3, 4, 9.4, 9.5
Contract Award and Execution,
 Conditions Relating to             3.7.1,
                                    3.10, 5.2, 9.2, 11.1.3, 11.3.6, 11.4.1
Contract Documents, The             1.1, 1.2, 7
Contract Documents, Copies
 Furnished and Use of               1.3, 2.2.5, 5.3
Contract Documents, Definition of   1.1.1
Contract Performance During
 Arbitration                        4.3.4, 4.5.3
Contract Sum                        3.8, 4.3.6, 4.3.7, 4.4.4, 5.2.3, 6.1.3,
                                    7.2,7.3,9.1,9.7, 11.3.1, 12.2.4, 12.3, 14.2.4
Contract Sum, Definition of         9.1
Contract Time                       4.3.6, 4.3.8, 4.4.4, 7.2.1.3, 7.3, 8.2.1,
                                    8.3.1,9.7, 12.1.1
                                    
Contract Time, Definition of        8.1.1
CONTRACTOR                          3
Contractor, Definition of           3.1,6.1.2
Contractor's Bid                    1.1.1
Contractor's Construction Schedules 3.10, 6.1.3
Contractor's Employees              3.3.2, 3.4.2, 3.8.1, 3.9, 3.18,4.2.3,
                                    4.2.6, 8.1.2, 10.2, 10.3, 11.1.1, 14.2.1.1
 
Contractor's Liability Insurance    11.1
Contractor's Relationship with
 Separate Contractors and Owner's
 Forces                             2.2.6, 3.12.5, 3.14.2, 4.2.4, 6, 12.2.5
Contractor's Relationship with 
 Subcontractors                     1.2.4, 3.3.2, 
                                    3.18.1, 3.18.2, 5.2, 5.3, 5.4, 9.6.2, 11.3.7, 11.3.8, 14.2.1.2
Contractor's Relationship with the 
 Architect                          1.1.2, 3.2.1, 3.2.2,
                                    3.3.3, 3.5.1, 3.7.3, 3.11, 3.12.8, 3.16, 3.18, 4.2.3, 4.2.4, 4.2.6,
                                    4.2.12, 5.2, 6.2.2, 7.3.4, 9.8.2, 11.3.7, 12.1, 13.5
Contractor's Representations        1.2.2, 3.5.1, 3.12.7, 6.2.2,
                                    8.2.1, 9.3.3
Contractor's Responsibility for
 Those Performing the Work          3.3.2,
                                    3.18, 4.2.3, 10
Contractor's Review of Contract
 Documents                          1.2.2, 3.2, 3.7.3
Contractor's Right to Stop the Work 9.7
Contractor's Right to Terminate
 the Contract                       14.1
Contractor's Submittals             3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3,
                                    7.3.6, 9.2,9.3.1, 9.8.2, 9.9.1, 9.10.2, 9.10.3,
                                    10.1.2, 11.4.2, 11.4.3
Contractor's Superintendent         3.9, 10.2.6
 Contractor's Supervision and
 Construction Procedures            1.2.4, 3.3,
                                    3.4,4.2.3, 8.2.2, 8.2.3, 10
Contractual Liability Insurance     11.1.1.7, 11.2.1
Coordination and Correlation        1.2.2, 1.2.4, 3.3.1, 3.10, 3.12.7,
                                    6.1.3,6.2.1
Copies Furnished of Drawings and
 Specifications                     1.3,2.2.5,3.11
Correction of Work                  2.3, 2.4,4.2.1,9.8.2, 9.9.1,
                                    12.1.2, 12.2, 13.7.1.3
Cost, Definition of                 7.3.6, 14.3.5
Costs                               2.4, 3.2.1, 3.7.4, 3.8.2, 3.15.2., 4.3.6, 4.3.7, 4.3.8.1,
                                    5.2.3, 6.1.1, 6.2.3, 6.3, 7.3.3.3, 7.3.6, 7.3.7, 9.7, 9.8.2, 9.10.2,
                                    11.3.1.2,  11.3.1.3, 11.3.4, 11.3.9, 12.1, 12.2.1, 12.2.4,
                                    12.2.5, 13.5, 14
Cutting and Patching                3.14,6.2.6
Damage to Construction of Owner
 or Separate Contractors            3.14.2,
                                    6.2.4, 9.5.1.5, 10.2.1.2, 10.2.5, 10.3, 11.1, 11.3, 12.2.5
</TABLE> 

<TABLE> 
<CAPTION> 
<S>                                 <C> 
Damage to the Work                  3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.3, 11.3
Damages, Claims for                 3.18, 4.3.9,6.1.1, 6.2.5,
                                    8.3.2, 9.5.1.2, 10.1.4
Damages for Delay                   6.1.1, 8.3.3, 9.5.1.6, 9.7
Date of Commencement of the Work,
 Definition of                      8.1.2
Date of Substantial Completion,
 Definition of                      8.1.3
Day, Definition of                  8.1.4
Decisions of the Architect          4.2.6, 4.2.7, 4.2.11,
                                    4.2.12, 4.2.13, 4.3.2, 4.3.6, 4.4.1, 4.4.4,4.5,6.3,
                                    7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.2,
                                    9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4
Decisions to Withhold
 Certification                      9.5, 9.7, 14.1.1.3
Defective or Nonconforming Work,
 Acceptance, Rejection and 
 Correction of                      2.3, 2.4, 3.5.1, 4.2.1,
                                    4.2.6, 4.3.5, 9.5.2, 9.8.2, 9.9.1, 10.2.5, 12, 13.7.1.3
Defective Work, Definition of       3.5.1
Definitions                         1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3,
                                    4.1.1, 4.3.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1
Delays and Extensions of Time       4.3.1, 4.3.8.1, 4.3.8.2,
                                    6.1.1, 6.2.3, 7.2.1, 7.3.1, 7.3.4, 7.3.5, 7.3.8,
                                    7.3.9, 8.1.1, 8.3, 10.3.1, 14.1.1.4
Disputes                            4.1.4, 4.3, 4.4, 4.5, 6.2.5, 6.3, 7.3.8, 9.3.1.2
Documents and Samples at the Site   3.11
Drawings, Definition of             1.1.5
Drawings and Specifications, Use
 and Ownership of                   1.1.1,  1.3,
                                    2.2.5, 3.11, 5.3
Duty to Review Contract Documents
 and Field Conditions               3.2
Effective Date of Insurance         8.2.2, 11.1.2
Emergencies                         4.3.7, 10.3
Employees, Contractor's             3.3.2., 3.4.2, 3.8.1, 3.9, 3.18.1,
                                    3.18.2, 4.2.3, 4.2.6, 8.1.2,
                                    10.2, 10.3, 11.1.1, 14.2.1.1 
Equipment, Labor, Materials and     1.1.3, 1.1.6, 3.4, 3.5.1,
                                    3.8.2, 3.12.3, 3.12.7, 3.12.11, 3.13, 3.15.1, 4.2.7,
                                    6.2.1, 7.3.6, 9.3.2, 9.3.3, 11.3, 12.2.4, 14 
Execution and Progress of the Work  1.1.3, 1.2.3, 3.2, 3.4.1,
                                    3.5.1, 4.2.2, 4.2.3, 4.3.4, 4.3.8,6.2.2, 7.1.3,
                                    7.3.9, 8.2, 8.3, 9.5, 9.9.1, 10.2, 14.2, 14.3
Execution, Correlation and Intent
 of the Contract Documents          1.2, 3.7.1
Extensions of Time                  4.3.1, 4.3.8, 7.2.1.3, 8.3, 10.3.1
Failure of Payment by Contractor    9.5.1.3, 14.2.1.2
Failure of Payment by Owner         4.3.7,9.7, 14.1.3
Faulty Work (See Defective or
 Nonconforming Work)
Final Completion and Final Payment  4.2.1, 4.2.9, 4.3.2,
                                    4.3.5, 9.10, 11.1.2, 11.1.3, 11.3.5, 12.3.1, 13.7
Financial Arrangements, Owner's     2.2.1
Fire and Extended Coverage
 Insurance                          11.3
GENERAL PROVISIONS                  1
Governing Law                       13.1
Guarantees (See Warranty and
 Warranties)
Hazardous Materials                 10.1, 10.2.4
Identification of Contract
 Documents                          1.2.1
Identification of Subcontractors
 and Suppliers                      5.2.1
Indemnification                     3.17, 3.18, 9.10.2, 10.1.4, 11.3.1.2, 11.3.7
Information and Services
 Required of the Owner              2.1.2,2.2,
                                    4.3.4, 6.1.3, 6.1.4, 6.2.6, 9.3.2, 9.6.1, 9.6.4, 9.8.3, 9.9.2,
                                    9.10.3, 10.1.4, 11.2, 11.3, 13.5.1, 13.5.2
Injury or Damage to                 
 Person or Property                 4.3.9
Inspections                         3.3.3, 3.3.4, 3.7.1, 4.2.2,
                                    4.2.6, 4.2.9, 4.3.6, 9.4.2, 9.8.2, 9.9.2, 9.10.1, 13.5
</TABLE>
--------------------------------------------------------------------------------
AIA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION .
FOURTEENTH EDITION - AIA . COPYRIGHT 1987-THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292.. WARNING; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.

                                                     Electronic Format A201-1987
User Document: CDMANA201V4.DOC -- 2/27/1998. AIA License Number 105838, which 
expires on 7/31/1998 -- Page #3
<PAGE>
 
<TABLE>
<CAPTION>
 
<S>                                 <C>
Instructions to Bidders             1.1.1
Instructions to the Contractor      3.8.1, 4.2.8, 5.2.1, 7, 12.1, 13.5.2
Insurance                           4.3.9, 6.1.1, 7.3.6.4, 9.3.2, 9.8.2, 9.9.1,9.10.2, 11
Insurance, Boiler and Machinery     11.3.2
Insurance, Contractor's Liability   11.1
Insurance, Effective Date of        8.2.2, 11.1.2
Insurance, Loss of Use              11.3.3
Insurance, Owner's Liability        11.2
Insurance, Property                 10.2.5, 11.3
Insurance, Stored Materials         9.3.2, 11.3.1.4
INSURANCE AND BONDS                 11
Insurance Companies, Consent to
 Partial Occupancy                  9.9.1, 11.3.11
Insurance Companies, Settlement
 with                               11.3.10
Intent of the Contract Documents    1.2.3, 3.12.4,
                                    4.2.6, 4.2.7, 4.2.12, 4.2.13, 7.4
Interest                            13.6
Interpretation                      1.2.5, 1.4, 1.5, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4
Interpretations, Written            4.2.11, 4.2.12, 4.3.7
Joinder and Consolidation of
 Claims Required                    4.5.6
Judgment on Final Award             4.5.1, 4.5.4.1, 4.5.7
Labor and Materials, Equipment      1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.12.2, 3.12.3,3.12.7,3.12.11, 3.13,3.15.1,
                                    4.2.7, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 12.2.4, 14
Labor Disputes                      8.3.1
Laws and Regulations                1.3, 3.6, 3.7, 3.13, 4.1.1, 4.5.5
                                    4.5.7, 9.9.1, 10.2.2, 11.1, 11.3, 13.1,
                                    13.4, 13.5.1, 13.5.2, 13.6
Liens                               2.1.2, 4.3.2, 4.3.5.1, 8.2.2, 9.3.3, 9.10.2
Limitation on Consolidation or
 Joinder                            4.5.5
Limitations, Statutes of            4.5.4.2, 12.2.6, 13.7
Limitations of Authority            3.3.1, 4.1.2, 4.2.1,
                                    4.2.3, 4.2.7, 4.2.10, 5.2.2, 5.2.4, 7.4, 11.3.10 
Limitations of Liability            2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.11,
                                    3.17, 3.18, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2,9.6.4,9.10.4,
                                    10.1.4, 10.2.5, 11.1.2, 11.2.1, 11.3.7, 13.4.2, 13.5.2
Limitations of Time, General        2.2.1, 2.2.4, 3.2.1, 3.7.3,
                                    3.8.2, 3.10, 3.12.5, 3.15.1, 4.2.1, 4.2.7, 4.2.11, 4.3.2,
                                    4.3.3, 4.3.4, 4.3.6, 4.3.9, 4.5.4.2, 5.2.1, 5.2.3,6.2.4, 7.3.4, 7.4,
                                    8.2, 9.5, 9.6.2, 9.8, 9.9, 9.10, 11.1.3, 11.3.1, 11.3.2, 11.3.5,
                                    11.3.6, 12.2.1, 12.2.2, 13.5, 13.7
Limitations of Time, Specific       2.1.2, 2.2.1, 2.4, 3.10, 3.11,
                                    3.15.1, 4.2.1, 4.2.11, 4.3, 4.4, 4.5, 5.3, 5.4, 7.3.5, 7.3.9,
                                    8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.6.1, 9.7,9.8.2, 9.10.2, 11.1.3,
                                    11.3.6, 11.3.10, 11.3.11, 12.2.2, 12.2.4, 12.2.6, 13.7, 14
Loss of Use Insurance               11.3.3
Material Suppliers                  1.3.1, 3.12.1, 4.2.4, 4.2.6, 5.2.1,
                                    9.3.1,9.3.1.2, 9.3.3,9.4.2,9.6.5, 9.10.4
Materials, Hazardous                10.1, 10.2.4 
Materials, Labor, Equipment and     1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2,
                                    3.12.2,  3.12.3, 3.12.7, 3.12.11, 3.13, 3.15.1, 4.2.7, 6.2.1,
                                    7.3.6, 9.3.2, 9.3.3, 12.2.4, 14
Means, Methods, Techniques,
 Sequences and Procedures of 
 Construction                       3.3.1, 4.2.3, 4.2.7, 9.4.2
Minor Changes in the Work           1.1.1, 4.2.8, 4.3.7, 7.1, 7.4
MISCELLANEOUS PROVISIONS            13
Modifications, Definition of        1.1.1
Modifications to the Contract       1.1.1, 1.1.2, 3.7.3, 3.1l,
                                    4.2.1,  5.2.3, 7, 8.3.1, 9.7
Mutual Responsibility               6.2

Nonconforming Work, Acceptance of   12.3
Nonconforming Work, Rejection and
 Correction of                      2.3.1,
                                    4.3.5, 9.5.2, 9.8.2, 12, 13.7.1.3
Notice                              2.3, 2.4, 3.2.1, 3.2.2, 3.7.3, 3.7.4, 3.9, 3.12.8,
                                    3.12.9, 3.17, 4.3, 4.4.4, 4.5, 5.2.1, 5.3, 5.4.1.1, 8.2.2, 9.4.1,
                                    9.5.1, 9.6.1, 9.7,9.10, 10.1.2, 10.2.6, 11.1.3, 11.3, 12.2.2,
                                    12.2.4, 13.3, 13.5.1, 13.5.2, 14,
Notice, Written                     2.3, 2.4, 3.9,3.12.8, 3.12.9, 4.3,
                                    4.4.4, 4.5, 5.2.1, 5.3, 5.4.1.1, 8.2.2, 9.4.1, 9.5.1, 9.7, 9.10,
                                    10.1.2, 10.2.6, 11.1.3, 11.3, 12.2.2, 12.2.4, 13.3, 13.5.2, 14
Notice of Testing and Inspections   13.5.1, 13.5.2
Notice to Proceed                   8.2.2
Notices, Permits, Fees and          2.2.3, 3.7, 3.13, 7.3.6.4, 10.2.2
Observations, Architect's On-Site   4.2.2, 4.2.5, 4.3.6, 9.4.2, 9.5.1, 9.10.1, 13.5
Observations, Contractor's          1.2.2, 3.2.2
Occupancy                           9.6.6, 9.8.1, 9.9, 11.3.11
</TABLE> 

<TABLE>
<CAPTION>
 
<S>                                <C>
On-Site Inspections by the 
 Architect                          4.2.2, 4.2.9, 4.3.6,
                                    9.4.2, 9.8.2, 9.9.2, 9.10.1
On-Site Observations by the
 Architect                          4.2.2, 4.2.5, 4.3.6,
                                    9.4.2, 9.5.1, 9.10.1, 13.5
Orders, Written                     2.3, 3.9, 4.3.7, 7, 8.2.2, 11.3.9, 12.1,
                                    12.2, 13.5.2, 14.3.1
OWNER                               2
Owner, Definition of                2.1
Owner, Information and Services 
 Required of the                    2.1.2,
                                    2.2, 4.3.4, 6, 9, 10.1.4, 11.2, 11.3, 13.5.1, 14.1.1.5, 14.1.3
Owner's Authority                   3.8.1, 4.1.3, 4.2.9, 5.2.1, 5.2.4, 5.4.1,
                                    7.3.1, 8.2.2, 9.3.1, 9.3.2, 11.4.1, 12.2.4, 13.5.2, 14.2, 14.3.1
Owner's Financial Capability        2.2.1, 14.1.1.5
Owner's Liability Insurance         11.2
Owner's Loss of Use Insurance       11.3.3
Owner's Relationship with
 Subcontractors                     1.1.2, 5.2.1, 5.4.1, 9.6.4
Owner's Right to Carry Out the
 Work                               2.4, 12.2.4, 14.2.2.2
Owner's Right to Clean Up           6.3
Owner's Right to Perform
 Construction and to Award
 Separate Contracts                 6.1
Owner's Right to Stop the Work      2.3, 4.3.7
Owner's Right to Suspend the Work   14.3
Owner's Right to Terminate the
 Contract                           14.2
Ownership and Use of Architect's
 Drawings, Specifications and
 Other Documents                    1.1.1, 1.3, 2.2.5, 5.3
Partial Occupancy or Use            9.6.6, 9.9, 11.3.11
Patching, Cutting and               3.14, 6.2.6
Patents, Royalties and              3.17
Payment, Applications for           4.2.5, 9.2, 9.3, 9.4,
                                    9.5.1, 9.8.3, 9.10.1, 9.10.3, 9.10.4, 14.2.4
Payment, Certificates for           4.2.5, 4.2.9, 9.3.3, 9.4, 9.5,
                                    9.6.1, 9.6.6, 9.7.1, 9.8.3, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4
Payment, Failure of                 4.3.7, 9.5.1.3, 9.7,
                                    9.10.2, 14.1.1.3, 14.2.1.2
Payment, Final                      14.2.1, 4.2.9, 4.3.2, 4.3.5, 9.10, 11.1.2
                                    11.1.3, 11.3.5, 12.3.1
Payment Bond, Performance Bond and  7.3.6.4, 9.10.3,
                                    11.3.9, 11.4
Payments, Progress                  4.3.4, 9.3, 9.6, 9.8.3, 9.10.3, 13.6, 14.2.3
PAYMENTS AND COMPLETION             9, 14
Payments to Subcontractors          5.4.2, 9.5.1.3,
                                    9.6.2, 9.6.3, 9.6.4, 11.3.8, 14.2.1.2
PCB                                 10.1
</TABLE>
--------------------------------------------------------------------------------
AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
FOURTEENTH EDITION - AIA - COPYRIGHT 1987-THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292.. WARNING; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.

                                                   Electronic Format A201-1987
User Document: CDMANA201V4.DOC -- 2/27/1998. AIA License Number 105838, which
expires on 7/31/1998 -- Page #4

<PAGE>
 
<TABLE>
<CAPTION>
<S>                                 <C>
Performance Bond and Payment Bond   7.3.6.4,
                                    9.10.3, 11.3.9, 11.4
Permits, Fees and Notices           2.2.3, 3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION
 OF                                 10
Polychlorinated Bipheny             10.1
Product Data, Definition of         3.12.2
Product Data and Samples, Shop 
 Drawings                           .11,3.12,4.2.7
Progress and Completion             4.2.2, 4.3.4,8.2
Progress Payments                   4.3.4, 9.3,
                                    9.6,9.8.3,9.10.3, 13.6,14.2.3
Project, Definition of the          1.1.4
Project Manual, Definition of the   1.1.7
Project Manuals                     2.2.5
Project Representatives             4.2.10
Property Insurance                  10.2.5, 11.3
PROTECTION OF PERSONS AND PROPERTY  10
Regulations and Laws                1.3,3.6,3.7,3.13,4.1.1, 4.5.5
                                    4.5.7,10.2.2, 11.1, 11.3, 13.1, 13.4, 
                                    13.5.1, 13.5.2, 13.6, 14
Rejection of Work                   3.5.1,4.2.6, 12.2
Releases of Waivers and Liens       9.10.2
Representations                     1.2.2, 3.5.1, 3.12.7, 6.2.2, 8.2.1,9.3.3,
                                    9.4.2, 9.5.1, 9.8.2, 9.10.1
Representatives                     2.1.1, 3.1.1, 3.9, 4.1.1,
                                    4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1
Resolution of Claims and Disputes   4.4, 4.5
Responsibility for Those            
 Performing the Work                3.3.2, 4.2.3, 6.1.3, 6.2, 10    
Retainage                           9.3.1, 9.6.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3
Review of Contract Documents and
 Field Conditions by Contractor     1.2.2, 3.2, 3.7.3, 3.12.7
Review of Contractor's Submittals
 by Owner and Architect             3.10.1, 3.10.2, 3.11, 3.12,
                                    4.2.7, 4.2.9, 5.2.1, 5.2.3, 9.2, 9.8.2
Review of Shop Drawings, Product
 Data and Samples by Contractor     3.12.5 
Rights and Remedies                 1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 
                                    4.2.6, 4.3.6, 4.5, 5.3, 6.1, 6.3, 7.3.1, 8.3.1, 9.5.1, 9.7, 10.2.5,
                                    10.3, 12.2.2, 12.2.4, 13.4, 14
Royalties and Patents               3.17
Rules and Notices for Arbitration   4.5.2
Safety of Persons and Property      10.2
Safety Precautions and Programs     4.2.3, 4.2.7, 10.1
Samples, Definition of              3.12.3
Samples, Shop Drawings, Product    
 Data and                           3.11, 3.12,4.2.7
Samples at the Site, Documents 
 and                                3.11
Schedule of Values                  9.2, 9.3.1
Schedules, Construction             3.10
Separate Contracts and Contractors  1.1.4, 3.14.2, 4.2.4,
                                    4.5.5, 6, 11.3.7, 12.1.2, 12.2.5
Shop Drawings, Definition of        3.12.1                                    
Shop Drawings, Product Data and     
 Samples                            3.11, 3.12, 4.2.7
Site, Use of                        3.13, 6.1.1, 6.2.1                         
Site Inspections                    1.2.2, 3.3.4, 4.2.2, 4.2.9,
                                    4.3.6, 9.8.2, 9.10.1, 13.5
Site Visits, Architect's            4.2.2, 4.2.5, 4.2.9, 4.3.6,
                                    9.4.2, 9.5.1, 9.8.2, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing     4.2.6, 12.2.1, 13.5 
Specifications, Definition of the   1.1.6               
Specifications, The                 1.1.1, 1.1.6, 1.1.7, 1.2.4, 1.3, 3.11
Statute of Limitations              4.5, 4.2, 12.2.6, 13.7
</TABLE> 


<TABLE> 
<CAPTION> 
<S>                                 <C>
Stopping the Work                   2.3., 4.3.7, 9.7, 10.1.2, 10.3, 14.1
Stored Materials                    6.2.1, 9.3.2, 10.2.1.2, 11.3.1.4, 12.2.4
Subcontractor, Definition of        5.1.1
SUBCONTRACTORS                      5
Subcontractors, Work by             1,2,4, 3.3.2, 3.12.1, 4.2.3, 5.3, 5.4
Subcontractual Relations            5.3, 5.4, 9.3.1.2, 9.6.2,
                                    9.6.3, 9.6.4, 10.2.1, 11.3.7, 11.3.8, 14.1.1, 14.2.1.2, 14.3.2
Submittals                          1.3, 3.2.3, 3.10,3.11, 3.12, 4.2.7, 5.2.1, 5.2.3,
                                    7.3.6, 9.2, 9.3.1, 9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.1.2, 11.1.3
Subrogation, Waivers of             6.1.1, 11.3.5, 11.3.7
Substantial Completion              4.2.9, 4.3.5.2, 8.1.1, 8.1.3,
                                    8.2.3, 9.8, 9.9.1, 12.2.1, 12.2.2, 13.7
Substantial Completion,
 Definition of                      9.8.1
Substitution of Subcontractors      5.2.3, 5.2.4
Substitution of the Architect       4.1.3
Substitutions of Materials          3.5.1
Sub-subcontractor, Definition of    5.1.2
Subsurface Conditions               4.3.6
Successors and Assigns              13.2
Superintendent                      3.9, 10.2.6
Supervision and
 Construction Procedures            1.2.4, 3.3, 3.4,
                                    4.2.3, 4.3.4, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 10, 12, 14
Surety                              4.4.1, 4.4.4, 5.4.1.2, 9.10.2, 9.10.3, 14.2.2
Surety, Consent of                  9.9.1, 9.10.2, 9.10.3
Surveys                             2.2.2, 3.18.3 
Suspension by the Owner for
  Convenience                       14.3                         
Suspension of the Work              4.3.7, 5.4.2, 14.1.1.4, 14.3  
Suspension or Termination of the    
 Contract                           4.3.7, 5.4.1.1, 14 
Taxes                               3.6,7.3.6.4  
Termination by the Contractor       14.1           
Termination by the Owner for Cause  5.4.1.1, 14.2     
Termination of the Architect        4.1.3     
Termination of the Contractor       14.2.2     
TERMINATION OR SUSPENSION OF THE
 CONTRACT                           14                            
Tests and Inspections               3.3.3, 4.2.6, 4.2.9, 9.4.2, 12.2.1, 13.5
TIME                                8
Time, Delays and Extensions of      4.3.8, 7.2.1, 8.3
Time Limits, Specific               2.1.2, 2.2.1, 2.4, 3.10, 3.11, 3.15.1,
                                    4.2.1, 4.2.11, 4.3, 4.4, 4.5., 5.3, 5.4, 7.3.5, 7.3.9, 8.2, 9.2, 9.3.1,
                                    9.3.3, 9.4.1, 9.6.1, 9.7, 9.8.2, 9.10.2, 11.1.3, 11.3.6, 11.3.10,
                                    11.3.11, 12.2.2, 12.2.4, 12.2.6, 13.7, 14
Time Limits on Claims               4.3.2, 4.3.3, 4.3.6, 4.3.9, 4.4, 4.5
Title to Work                       9.3.2, 9.3.3
UNCOVERING AND CORRECTION OF WORK   12
Uncovering of Work                  12.1
Unforeseen Conditions               4.3.6, 8.3.1, 10.1
Unit Prices                         7.1.4, 7.3.3.2
Use of Documents                    1.1.1, 1.3, 2.2.5, 3.12.7, 5.3
Use of Site                         3.13, 6.1.1, 6.2.1
Values, Schedule of                 9.2, 9.3.1
Waiver of Claims: Final Payment     4.3.5, 4.5.1, 9.10.3
Waiver of Claims by the Architect   13.4.2
Waiver of Claims by the Contractor  9.10.4, 11.3.7, 13.4.2
Waiver of Claims by the Owner       4.3.5, 4.5.1, 9.9.3,
                                    9.10.3, 11.3.3, 11.3.5, 11.3.7, 13.4.2
Waiver of Liens                     9.10.2
Waivers of Subrogation              6.1.1, 11.3.5, 11.3.7
Warranty and Warranties             3.5, 4.2.9,
                                    4.3.5.3, 9.3.3, 9.8.2, 9.9.1, 12.2.2, 13.7.1.3
Weather Delays                      4.3.8.2
</TABLE> 
------------------------------------------------------------------------------- 
AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
FOURTEENTH EDITION - AIA - COPYRIGHT 1987-THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292.. WARNING; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.


                                                  Electronic Format A201-1987
User Document: CDMANA201V4.DOC -- 2/27/1998. AIA License Number 105838, which
expires on 7/31/1998 -- Page #5


<PAGE>
 
<TABLE>                                 
<CAPTION>                               
<S>                                 <C>  
WHEN Arbitration May Be Demanded    4.5.4
Work, Definition of                 1.1.3 
Written Consent                     1.3.1, 3.12.8, 3.14.2,4.1.2,4.3.4,
                                    4.5.5, 9.3.2, 9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.1.2, 10.1.3 11.3.1,
                                    11.3.1.4, 11.3.11, 13.2, 13.4.2
Written Interpretations             4.2.11, 4.2.12, 4.3.7
</TABLE> 

<TABLE>                                 
<CAPTION>                               
<S>                                 <C>  
Written Notice                      2.3,2.4, 3.9, 3.12.8, 3.12.9, 4.3, 4.4.4,
                                    4.5, 5.2.1, 5.3, 5.4.1.1, 8.2.2, 9.4.1, 9.5.1, 9.7, 9.10, 10.1.2,
                                    10.2.6, 11.1.3, 11.3, 12.2.2, 12.2.4, 13.3, 13.5.2, 14
Written Orders                      2.3, 3.9, 4.3.7, 
                                    7,8.2.2, 11.3.9, 12.1, 12.2, 13.5.2, 14.3.1
</TABLE> 




------------------------------------------------------------------------------- 
AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
FOURTEENTH EDITION - AIA - COPYRIGHT 1987-THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.


                                                  Electronic Format A201-1987
User Document: CDMANA201V4.DOC -- 2/27/1998. AIA License Number 105838, which
expires on 7/31/1998 -- Page #6


<PAGE>
 
--------------------------------------------------------------------------------

              GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

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

                                   ARTICLE I
                              GENERAL PROVISIONS
                                        
1.1    BASIC DEFINITIONS

1.1.1  THE CONTRACT DOCUMENTS

The Contract Documents consist of the Agreement between Owner and Contractor
(hereinafter the Agreement), Conditions of the Contract (General, Supplementary
and other Conditions), Drawings, Specifications, addenda issued prior to
execution of the Contract, other documents listed in the Agreement and
Modifications issued after execution of the Contract. A Modification is (1) a
written amendment to the Contract signed by both parties, (2) a Change Order,
[(3) [deleted] (4) [deleted]. Unless specifically enumerated in the
Agreement, the Contract Documents do not include other documents such as bidding
requirements (advertisement or invitation to bid, Instructions to Bidders,
sample forms, the Contractor's bid or portions of addenda relating to bidding
requirements).

1.1.2  THE CONTRACT

The Contract Documents form the Contract for Construction. The Contract
represents the entire and integrated agreement between the parties hereto and
supersedes prior negotiations, representations or agreements, either written or
oral. The Contract may be amended or modified only by a Modification. The
Contract Documents shall not be construed to create a contractual relationship
of any kind (1) [deleted] (2) between the Owner and a Subcontractor or Sub-
subcontractor or (3) between any persons or entities other than the Owner and
Contractor.

1.1.3  THE WORK

The term "Work" means the construction and services required by the Contract
Documents, whether completed or partially completed, and includes all other
labor, materials, equipment and services provided or to be provided by the
Contractor to fulfill the Contractor's obligations. The Work may constitute the
whole or a part of the Project. As part of the Work, the Contractor shall obtain
and pay for the services of a licensed architect and structural engineer in
connection with the design and construction of the Project. Any and all civil
engineering services required for the Project shall be separately contracted and
paid for by the Owner. The Work comprises the total design and completed
construction of the Project, including, without limitation, all design,
construction and services required by the Contract Documents and includes all
labor and materials necessary for the full performance and completion of the
Project, including (but not limited to) all design materials, tools, methods
labor, overtime labor and standby labor as may be required to maintain
construction progress, equipment, supplies, services, supervision,
transportation, power, fuel, water and other items, facilities and services of
every kind necessary to perform and complete the Project, and to maintain
adequate progress so as to be able to meet the requirements of the Project
schedule.

1.1.4  THE PROJECT

The Project is the total construction of which the Work performed under the
Contract Documents may be the whole or a part and which may include construction
by the Owner or by separate contractors.

1.1.5  THE DRAWINGS

The Drawings are the graphic and pictorial portions of the Contract Documents,
wherever located and whenever issued, showing the design, location and
dimensions of the Work, generally including plans, elevations, sections,
details, schedules and diagrams.

1.1.6  THE SPECIFICATIONS

The Specifications are that portion of the Contract Documents consisting of the
written requirements for materials, equipment, construction systems, standards
and workmanship for the Work, and performance of related services.

1.1.7  THE PROJECT MANUAL

The Project Manual is the volume usually assembled for the Work which may
include the bidding requirements, sample forms, Conditions of the Contract and
Specifications.

1.2    EXECUTION, CORRELATION AND INTENT

1.2.1  The Contract Documents shall be signed by the Owner and Contractor as
provided in the Agreement. 

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING;
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
 prosecution. This document was electronically produced with permission of the 
 AIA and can be reproduced without violation until the date of expiration as 
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                         on 7/31/1998 - Page #7
<PAGE>
 
1.2.2  Execution of the Contract by the Contractor is a representation that the
Contractor has visited the site, become familiar with local conditions under
which the Work is to be performed and correlated personal observations with
requirements of the Contract Documents.

1.2.3  The intent of the Contract Documents is to include all items necessary
for the proper execution and completion of the Work by the Contractor. The
Contract Documents are complementary, and what is required by one shall be as
binding as if required by all; performance by the Contractor shall be required
only to the extent consistent with the Contract Documents and reasonably
inferable from them as being necessary to produce the intended results.

1.2.4  Organization of the Specifications into divisions, sections and articles,
and arrangement of Drawings shall not control the Contractor in dividing the
Work among Subcontractors or in establishing the extent of Work to be performed
by any trade.

1.2.5  Unless otherwise stated in the Contract Documents, words which have well-
known technical or construction industry meanings are used in the Contract
Documents in accordance with such recognized meanings. 

1.3    OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER
       DOCUMENTS

1.3.1  The Drawings, Specifications and other documents prepared by the
Architect are instruments of the Architect's service and unless otherwise
indicated the Architect shall be deemed the author of them and will retain all
common law, statutory and other reserved rights, in addition to the copyright.
The Owner shall be permitted to retain copies, including reproducible copies of
the Architect's Drawings, Specifications and other documents (the "Final Plans")
for information and reference in connection with the Owner's use and occupancy
of the Project. The Final Plans shall not be used by the Owner or any of the
Owner's assigns for any other project. Notwithstanding the foregoing, when
services of the Architect have been performed and the Contractor has been paid
therefor in accordance with the terms of this Agreement, the Final Plans may be
used by the Owner in connection with the future development, renovation and
repair of the Project, without further compensation to the Architect or the
Contractor, provided, however, that in the event of such use of the Final Plans
by the Owner or its assigns, neither the Architect nor the Contractor shall have
any liability or responsibility with respect to the use thereof; and provided,
further, that the Owner hereby agrees to indemnify, defend and hold harmless the
Architect and the Contractor from and against any and all claims, causes of
action, losses, damages, liabilities and expenses (including, without
limitation, attorneys' fees and court costs) which may be suffered or incurred
by the Architect or the Contractor as a result of such use of the Final Plans.
Upon Substantial Completion of the Work, the Contractor shall submit to the
Owner two (2) complete sets of as-built drawings, signed by Contractor,
certifying that they show complete and exact as-built conditions, stating sizes,
kind of materials, vital piping, conduit locations and similar matters. The as-
built drawings shall indicate by circling all areas changed from the original
Contract Documents and shall otherwise be in such form as are reasonably
acceptable to the Owner.

1.4    CAPITALIZATION

1.4.1  Terms capitalized in these General Conditions include those which are (1)
specifically defined, (2) the titles of numbered articles and identified
references to Paragraphs, Subparagraphs and Clauses in the document or (3) the
titles of other documents published by the American Institute of Architects.

1.5    INTERPRETATION

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; 
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
 prosecution. This document was electronically produced with permission of the 
 AIA and can be reproduced without violation until the date of expiration as 
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                         on 7/31/1998 - Page #8
<PAGE>
 
1.5.1  In the interest of brevity the Contract Documents frequently omit
modifying words such as "all" and "any" and articles such as "the" and "an," but
the fact that a modifier or an article is absent from one statement and appears
in another is not intended to affect the interpretation of either statement.

        
                                   ARTICLE 2
                                     OWNER
                                        
2.1    DEFINITION

2.1.1  The Owner is the person or entity identified as such in the Agreement and
is referred to throughout the Contract Documents as if singular in number. The
term "Owner" means the Owner or the Owner's authorized representative. Until the
Contractor is notified by the Owner in writing to the contrary, Craig Snow shall
be the Owner's authorized representative.

2.1.2  The Owner upon reasonable written request shall furnish to the Contractor
in writing information which is necessary and relevant for the Contractor to
evaluate, give notice of or enforce mechanic's lien rights. Such information
shall include a correct statement of the record legal title to the property on
which the Project is located, usually referred to as the site, and the Owner's
interest therein at the time of execution of the Agreement and, within five days
after any change, information of such change in title, recorded or unrecorded.

2.2    INFORMATION AND SERVICES REQUIRED OF THE OWNER

2.2.1  The Owner shall, at the request of the Contractor, prior to execution of
the Agreement and promptly from time to time thereafter, furnish to the
Contractor reasonable evidence that financial arrangements have been made to
fulfill the Owner's obligations under the Contract. [Note: Unless such
reasonable evidence were furnished on request prior to the execution of the
Agreement, the prospective contractor would not be required to execute the
Agreement or to commence the Work]

2.2.2  The Owner shall furnish surveys describing physical characteristics,
legal limitations and utility locations for the site of the Project, and a legal
description of the site.

2.2.3  Except for permits and fees which are the responsibility of the
Contractor under the Contract Documents, the Owner shall secure and pay for
necessary approvals, easements, assessments and charges required for
construction, use or occupancy of permanent structures or for permanent changes
in existing facilities.

2.2.4  Information or services under the Owner's control shall be furnished by
the Owner with reasonable promptness to avoid delay in orderly progress of the
Work.

2.2.5  Unless otherwise provided in the Contract Documents, the Contractor will
be furnished, free of charge, such copies of Drawings and Project Manuals
prepared by the civil engineer as are reasonably necessary for execution of the
Work.

2.2.6  The foregoing are in addition to other duties and responsibilities of the
Owner enumerated herein and especially those in respect to Article 6
(Construction by Owner or by Separate Contractors), Article 9 (Payments and
Completion) and Article 11 (Insurance and Bonds).

2.3    OWNER'S RIGHT TO STOP THE WORK

2.3.1  If the Contractor fails to correct Work which is not in accordance with
the requirements of the Contract Documents as required by Paragraph 12.2 or
persistently fails to carry out Work in accordance with the Contract Documents,
the Owner, by written order signed personally or by an agent specifically so
empowered by the Owner in writing, may order the Contractor to stop the Work, or
any portion thereof, until the cause for such order has been eliminated;
however, the right of the Owner to stop the Work shall not give rise to a duty
on the part of the Owner to exercise this right for the benefit of the
Contractor or any other person or entity, except to the extent required by
Subparagraph 6.1.3.

2.4    OWNER'S RIGHT TO CARRY OUT THE WORK

2.4.1  If the Contractor defaults or neglects to carry out the Work in
accordance with the Contract Documents and fails within a seven-day period after
receipt of written notice from the Owner to commence and continue correction of
such default or neglect with diligence and promptness, the Owner may after such
seven-day period give the Contractor a second written notice to correct such
deficiencies within a second seven-day period. If the Contractor within such
second seven-day period after receipt of such second notice fails to commence
and continue to correct any deficiencies, the Owner may, without prejudice to
other remedies the Owner may have, correct such deficiencies. In such case an
appropriate Change Order shall be issued deducting from payments then or
thereafter due the Contractor the cost of correcting such deficiencies,
including compensation for the Architect's additional services and expenses made
necessary by such default, neglect or failure.

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; 
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
 prosecution. This document was electronically produced with permission of the 
 AIA and can be reproduced without violation until the date of expiration as 
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                         on 7/31/1998 - Page #9
<PAGE>
 
If payments then or thereafter due the Contractor are not sufficient to cover
such amounts, the Contractor shall pay the difference to the Owner.


                                  ARTICLE 3 
                                  CONTRACTOR

3.1    DEFINITION

3.1.1  The Contractor is the person or entity identified as such in the
Agreement and is referred to throughout the Contract Documents as if singular in
number. The term "Contractor" means the Contractor or the Contractor's
authorized representative.

3.2    REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

3.2.1  The Contractor shall carefully study and compare the Contract Documents
with each other and with information furnished by the Owner pursuant to
Subparagraph 2.2.2 and shall at once report to the Owner errors, inconsistencies
or omissions discovered. The Contractor shall not be entitled to any changes to
the guaranteed maximum price resulting from errors, inconsistencies or omissions
in the Contract Documents unless the Owner recognized such error, inconsistency
or omission and knowingly failed to report it to the Contractor. If the
Contractor performs any construction activity involving an error, inconsistency
or omission in the Contract Documents the Contractor shall assume appropriate
responsibility for such performance and shall bear an appropriate amount of the
attributable costs for correction unless the Owner approved such activity
knowing it involved a recognized error, inconsistency or omission and failed to
notify the Contractor of the same.

3.2.2  The Contractor shall take field measurements and verify field conditions
and shall carefully compare such field measurements and conditions and other
information known to the Contractor with the Contract Documents before
commencing activities. Errors, inconsistencies or omissions discovered shall be
reported to the Owner at once.

3.2.3  The Contractor shall perform the Work in accordance with the Contract
Documents and submittals approved pursuant to Paragraph 3.12.

3.3    SUPERVISION AND CONSTRUCTION  PROCEDURES

3.3.1  The Contractor shall supervise and direct the Work, using the
Contractor's best skill and attention. The Contractor shall be solely
responsible for and have control over construction means, methods, techniques,
sequences and procedures and for coordinating all portions of the Work under the
Contract, unless Contract Documents give other specific instructions concerning
these matters.

3.3.2  The Contractor shall be responsible to the Owner for acts and omissions
of the Contractor's employees, Subcontractors and their agents and employees,
and other persons performing portions of the Work under a contract with the
Contractor.

3.3.3 The Contractor shall not be relieved of obligations to performing the Work
in accordance with the Contract Documents by tests, inspections or approvals
required or performed by persons other than the Contractor.

3.3.4  The Contractor shall be responsible for inspection of portions of Work
already performed under this Contract to determine that such portions are in
proper condition to receive subsequent Work.

3.4    LABOR AND MATERIALS

3.4.1  Unless otherwise provided in the Contract Documents, the Contractor shall
provide and pay for labor, materials, equipment, tools, construction equipment
and machinery, water, heat, utilities, transportation, and other facilities and
services necessary for proper execution and completion of the Work, whether
temporary or permanent and whether or not incorporated or to be incorporated in
the Work.

3.4.2  The Contractor shall enforce strict discipline and good order among the
Contractor's employees and other persons carrying out the Contract. The
Contractor shall not permit employment of unfit persons or persons not skilled
in tasks assigned to them.

3.5    WARRANTY

3.5.1  The Contractor warrants to the Owner that materials and equipment
furnished under the Contract will be of good quality and new unless otherwise
required or permitted by the Contract Documents and free of any liens other than
those liens created by the Owner and any mechanic's liens claims that the
Contractor or any Subcontractor may possess in the event the Owner breaches

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; 
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
 prosecution. This document was electronically produced with permission of the 
 AIA and can be reproduced without violation until the date of expiration as 
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #10
<PAGE>
 
its payment obligations hereunder, that the Work will be free from defects not
inherent in the quality required or permitted, and that the Work will conform
with the requirements of the Contract Documents. Work not conforming to these
requirements, including substitutions not properly approved and authorized, may
be considered defective. The Contractor's warranty excludes remedy for damage or
defect caused by abuse, modifications not executed by the Contractor, improper
or insufficient maintenance, improper operation, or normal wear and tear under
normal usage. If required by the Owner, the Contractor shall furnish
satisfactory evidence as to the kind and quality of materials and equipment. All
warranties under this Section 3.5 shall commence as of the date of Substantial
Completion of the Work and shall continue for a period of one (1) year, except
as otherwise provided in the Contract Documents. Warranties for punch list items
shall commence when such items have been completed, provided, however that when
any punch list item is part of a system, the punch list item shall not delay the
commencement of the warranty period on any other part or parts of such system,
which warranty(ies) shall commence as of the date of Substantial Completion of
the Work.

Insert A: 3.5.3 All Subcontractor's and manufacturers' warranties required under
the Contract Documents shall be deemed furnished and assigned to the Owner
pursuant to this Contract without further action by the Contractor upon the
payment in full by the Owner for all Work as required under this Contract. All
such guarantees and warranties shall extend for the period of time provided
therein. Copies of all appliance, equipment and other warranties shall be
submitted to the Owner prior to Final Payment.

3.6    TAXES

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

3.7    PERMITS, FEES AND NOTICES

3.7.1  Unless otherwise provided in the Contract Documents, the Contractor shall
secure and pay for the building permit and other permits and governmental fees,
licenses and inspections necessary for proper execution and completion of the
Work which are customarily secured after execution of the Contract and which are
legally required when bids are received or negotiations concluded.

3.7.2  The Contractor shall comply with and give notices required by laws,
ordinances, rules, regulations and lawful orders of public authorities bearing
on performance of the Work.

3.7.3  The Contractor shall cause the Architect to ascertain that the Contract
Documents are in accordance with applicable laws, statutes, ordinances, building
codes, and rules and regulations. However, if the Contractor observes that
portions of the Contract Documents are at variance therewith, the Contractor
shall promptly notify the Architect and Owner in writing, and necessary changes
shall be accomplished by appropriate Modification.

3.7.4  [Deleted.]

3.8    ALLOWANCES

3.8.1  The Contractor shall include in the Contract Sum all allowances stated in
the Contract Documents. Items covered by allowances shall be supplied for such
amounts and by such persons or entities as the Owner may direct, but the
Contractor shall not be required to employ persons or entities against which the
Contractor makes reasonable objection.

3.8.2  Unless otherwise provided in the Contract Documents:

   .1  materials and equipment under an allowance shall be selected promptly by
       the Owner to avoid delay in the Work;

   .2  allowances shall cover the cost to the Contractor of materials and
       equipment delivered at the site and all required taxes, less applicable
       trade discounts;

   .3  Contractor's costs for unloading and handling at the site, labor,
       installation costs, overhead, profit and other expenses contemplated for
       stated allowance amounts shall be included in the Contract Sum and not in
       the allowances;
       
   .4  whenever costs are more than or less than allowances, the Contract Sum
       shall be adjusted accordingly by Change Order. The amount of the Change
       Order shall reflect (1) the difference between actual costs and the
       allowances under Clause 3.8.2.2 and (2) changes in Contractor's costs
       under Clause 3.8.2.3.

3.9    SUPERINTENDENT

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; 
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
 prosecution. This document was electronically produced with permission of the 
 AIA and can be reproduced without violation until the date of expiration as 
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #11
<PAGE>
 
3.9.1   The Contractor shall employ a competent superintendent and necessary
assistants who shall be in attendance at the Project site during performance of
the Work. The superintendent shall represent the Contractor, and communications
given to the superintendent shall be as binding as if given to the Contractor.
Important communications shall be confirmed in writing. Other communications
shall be similarly confirmed on written request in each case.

3.10    CONTRACTOR'S CONSTRUCTION SCHEDULES

3.10.1  The Contractor, promptly after being awarded the Contract, shall prepare
and submit for the Owner's information a Contractor's construction schedule for
the Work. The schedule shall not exceed time limits current under the Contract
Documents, shall be revised at appropriate intervals as required by the
conditions of the Work and Project, shall be related to the entire Project to
the extent required by the Contract Documents, and shall provide for expeditious
and practicable execution of the Work.

3.10.2  The Contractor shall prepare and keep current, a schedule of submittals
which is coordinated with the Contractor's construction schedule and allows the
Architect and the Owner (if requested by the Owner) reasonable time to review
submittals.

3.10.3  The Contractor shall conform to the most recent schedules. The Owner
shall be entitled to call progress meetings to be held at the Work site during
normal business hours or at such other time and location as may be agreed upon
by the parties.

3.11    DOCUMENTS AND SAMPLES AT THE SITE

3.11.1  The Contractor shall maintain at the site for the Owner one record copy
of the Drawings, Specifications, addenda, Change Orders and other Modifications,
in good order and marked currently to record changes and selections made during
construction, and in addition approved Shop Drawings, Product Data, Samples and
similar required submittals. These shall be available to the Architect and shall
be delivered to the Owner upon completion of the Work.

3.12    SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

3.12.1  Shop Drawings are drawings, diagrams, schedules and other data specially
prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor,
manufacturer, supplier or distributor to illustrate some portion of the Work.

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

3.12.3  Samples are physical examples which illustrate materials, equipment or
workmanship and establish standards by which the Work will be judged.

3.12.4  Shop Drawings, Product Data, Samples and similar submittals are not
Contract Documents. The purpose of their submittal is to demonstrate for those
portions of the Work for which submittals are required the way the Contractor
proposes to conform to the information given and the design concept expressed in
the Contract Documents.

3.12.5  The Contractor shall review, approve and submit to the Owner Shop
Drawings, Product Data, Samples and similar submittals required by the Contract
Documents with reasonable promptness and in such sequence as to cause no delay
in the Work or in the activities of the Owner or of separate contractors.
Submittals made by the Contractor which are not required by the Contract
Documents may be returned without action.

3.12.6  The Contractor shall perform no portion of the Work requiring submittal
and review of Shop Drawings, Product Data, Samples or similar submittals until
the respective submittal has been approved by the Owner. Such Work shall be in
accordance with approved submittals.

3.12.7  By approving and submitting Shop Drawings, Product Data, Samples and
similar submittals, the Contractor represents that the Contractor has determined
and verified materials, field measurements and field construction criteria
related thereto, or will do so, and has checked and coordinated the information
contained within such submittals with the requirements of the Work and of the
Contract Documents.

3.12.8  The Contractor shall not be relieved of responsibility for deviations
from requirements of the Contract Documents by the Owner's approval of Shop
Drawings, Product Data, Samples or similar submittals unless the Contractor has
specifically informed the Owner in writing of such deviation at the time of
submittal and the Owner has given written approval to the specific

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; 
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
 prosecution. This document was electronically produced with permission of the 
 AIA and can be reproduced without violation until the date of expiration as 
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #12
<PAGE>
 
deviation. The Contractor shall not be relieved of responsibility for errors or
omissions in Shop Drawings, Product Data, Samples or similar submittals by the
Owner's approval thereof.

3.12.9  The Contractor shall direct specific attention, in writing or on
resubmitted Shop Drawings, Product Data, Samples or similar submittals, to
revisions other than those requested by the Owner on previous submittals.

3.12.10 Informational submittals upon which the Owner is not expected to take
responsive action may be so identified in the Contract Documents.

3.12.11 When professional certification of performance criteria of materials,
systems or equipment is required by the Contract Documents, the Owner shall be
entitled to rely upon the accuracy and completeness of such calculations and
certifications.

3.13    USE OF SITE

3.13.1  The Contractor shall confine operations at the site to areas permitted
by law, ordinances, permits and the Contract Documents and shall not
unreasonably encumber the site with materials or equipment.

3.14    CUTTING AND PATCHING

3.14.1  The Contractor shall be responsible for cutting, fitting or patching
required to complete the Work or to make its parts fit together properly.

3.14.2  The Contractor shall not damage or endanger a portion of the Work or
fully or partially completed construction of the Owner or separate contractors
by cutting, patching or otherwise altering such construction, or by excavation.
The Contractor shall not cut or otherwise alter such construction by the Owner
or a separate contractor except with written consent of the Owner and of such
separate contractor; such consent shall not be unreasonably withheld. The
Contractor shall not unreasonably withhold from the Owner or a separate
contractor the Contractor's consent to cutting or otherwise altering the Work.

3.15    CLEANING UP

3.15.1  The Contractor shall keep the premises and surrounding area free from
accumulation of waste materials or rubbish caused by operations under the
Contract. At completion of the Work the Contractor shall remove from and about
the Project waste materials, rubbish, the Contractor's tools, construction
equipment, machinery and surplus materials.

3.15.2  If the Contractor fails to clean up as provided in the Contract
Documents, the Owner may do so and the cost thereof shall be charged to the
Contractor.

3.16    ACCESS TO WORK

3.16.1  The Contractor shall provide the Owner and Architect access to the Work
in preparation and progress wherever located.

3.17    ROYALTIES AND PATENTS

3.17.1  The Contractor shall pay all royalties and license fees. The Contractor
shall defend suits or claims for infringement of patent rights and shall hold
the Owner and Architect harmless from loss on account thereof, but shall not be
responsible for such defense or loss when a particular design, process or
product of a particular manufacturer or manufacturers is required by the
Contract Documents. However, if the Contractor has reason to believe that the
required design, process or product is an infringement of a patent, the
Contractor shall be responsible for such loss unless such information is
promptly furnished to the Owner.

3.18    INDEMNIFICATION

3.18.1  To the fullest extent permitted by law, the Contractor shall indemnify
and hold harmless the Owner, from and against claims, damages, losses and
expenses, including but not limited to attorneys' fees, arising out of or
resulting from performance of the Work, provided that such claim, damage, loss
or expense is attributable to bodily injury, sickness, disease or death, or to
injury to or destruction of tangible property (other than the Work itself)
including loss of use resulting therefrom, but only to the extent caused in
whole or in part by negligent acts or omissions of the Contractor, a
Subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss or expense is caused in part by a party indemnified hereunder. Such
obligation shall not be construed to negate, abridge, or reduce other rights or
obligations of indemnity which would otherwise exist as to a party or person
described in this Paragraph 3.18.

3.18.2  In claims against any person or entity indemnified under this Paragraph
3.18 by an employee of the Contractor, a Subcontractor, anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, the

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING;
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal
 prosecution. This document was electronically produced with permission of the
 AIA and can be reproduced without violation until the date of expiration as
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #13
<PAGE>
 
indemnification obligation under this Paragraph 3.18 shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or
for the Contractor or a Subcontractor under workers' or workmen's compensation
acts, disability benefit acts or other employee benefit acts.

3.18.3  [Deleted.]


                                   ARTICLE 4
                        ADMINISTRATION OF THE CONTRACT

4.1     ARCHITECT

4.1.1   The Architect is the person lawfully licensed to practice architecture
or an entity lawfully practicing architecture identified as such in the
Agreement and is referred to throughout the Contract Documents as, if singular
in number. The term "Architect" means the Architect or the Architect's
authorized representative.

4.1.2   Duties, responsibilities and limitations of authority of the Architect
shall be determined by the Contractor.

4.1.3   In case of termination of employment of the Architect, the Owner shall
appoint an architect against whom the Contractor makes no reasonable objection
and whose status under the Contract Documents shall be that of the former
architect.

4.1.4   Disputes arising under Subparagraphs 4.1.2 and 4.1.3 shall be subject to
arbitration.

4.2     ARCHITECT'S ADMINISTRATION OF THE CONTRACT

4.2.1   The Owner will provide administration of the Contract as described in
the Contract Documents during construction and until all billings are completed
and final payment is made.

4.2.2  [Deleted.]

4.2.3  [Deleted.]

4.2.4   COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION. The Owner and the
Contractor shall communicate directly with each other, with copies of such
written communications to be provided to the Architect. Communications by and
with Subcontractors and material suppliers shall be through the Contractor.
Communications by and with separate contractors shall be through the Owner.

4.2.5  [Deleted.]  

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING;
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
 prosecution. This document was electronically produced with permission of the 
 AIA and can be reproduced without violation until the date of expiration as 
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #14
<PAGE>
 
4.2.6   The Owner will have authority to reject Work which does not conform to
the Contract Documents. Whenever the Owner considers it necessary or advisable
for implementation of the intent of the Contract Documents, the Owner will have
authority to require additional inspection or testing of the Work in accordance
with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated,
installed or completed. However, neither this authority of the Owner nor a
decision made in good faith either to exercise or not to exercise such authority
shall give rise to a duty or responsibility of the Owner to the Contractor,
Subcontractors, material and equipment suppliers, their agents or employees, or
other persons performing portions of the Work.

4.2.7  The Architect will review and approve or take other appropriate action
upon the Contractor's submittals such as Shop Drawings, Product Data and
Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents.
The Contractor will cause the Architect's action to be taken with such
reasonable promptness as to cause no delay in the Work or in the activities of
the Owner, Contractor or separate contractors. Review of such submittals is not
conducted for the purpose of determining the accuracy and completeness of other
details such as dimensions and quantities, or for substantiating instructions
for installation or performance of equipment or systems, all of which remain the
responsibility of the Contractor as required by the Contract Documents. The
Architect's review of the Contractor's submittals shall not relieve the
Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12. The
Architect's review shall not constitute approval of safety precautions or,
unless otherwise specifically stated by the Architect, of any construction
means, methods, techniques, sequences or procedures. The Architect's approval of
a specific item shall not indicate approval of an assembly of which the item is
a component.

4.2.8   The Contractor will furnish proposals for Change Orders to the Owner as
set forth in Section 6.3.2 of AIA Document A111 signed by the Owner and the
Contractor.

4.2.9   The Owner will conduct inspections to determine the date or dates of
Substantial Completion and the date of final completion. The Contractor will
receive and forward to the Owner for the Owner's review and records written
warranties and related documents required by the Contract and assembled by the
Contractor.

4.2.10  If the Owner and Architect agree, the Architect will provide one or more
project representatives to assist in carrying out the Architect's
responsibilities at the site. The duties, responsibilities and limitations of
authority of such project representatives shall be as set forth in an exhibit to
be incorporated in the Contract Documents.

4.2.11  [Deleted.] 

4.2.12  [Deleted.]

4.2.13  [Deleted.]  

4.3     CLAIMS AND DISPUTES

4.3.1   DEFINITION. A Claim is a demand or assertion by one of the parties
seeking, as a matter of right, adjustment or interpretation of Contract terms,
payment of money, extension of time or other relief with respect to the terms of
the Contract. The term "Claim" also includes other disputes and matters in
question between the Owner and Contractor arising out of or relating to the
Contract. Claims must be made by written notice. The responsibility to
substantiate Claims shall rest with the party making the Claim.

4.3.2   DECISION OF ARCHITECT.

________________________________________________________________________________

 AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
 FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
 ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; 
 Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
 prosecution. This document was electronically produced with permission of the 
 AIA and can be reproduced without violation until the date of expiration as 
 noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #15
<PAGE>
 
4.3.3   TIME LIMITS ON CLAIMS. Neither party shall intentionally withhold giving
notice of a Claim if the failure to give such notice causes detriment to the
other party. Claims must be made by written notice. An additional Claim made
after the initial Claims has been implemented by Change Order will not be
considered unless submitted in a timely manner.

4.3.4   CONTINUING CONTRACT PERFORMANCE. Pending final resolution of a Claim
including arbitration, unless otherwise agreed in writing the Contractor shall
proceed diligently with performance of the Contract and the Owner shall continue
to make payments in accordance with the Contract Documents.

4.3.5   WAIVER OF CLAIMS: FINAL PAYMENT. The making of final payment shall
constitute a waiver of Claims by the Owner except those arising from:

   .1   liens, Claims, security interests or encumbrances arising out of the
        Contract and unsettled;

   .2   failure of the Work to comply with the requirements of the Contract
        Documents; or

   .3   terms of special warranties required by the Contract Documents.

4.3.6   CLAIMS FOR CONCEALED OR UNKNOWN CONDITIONS. If conditions are
encountered at the site which are (1) subsurface or otherwise concealed physical
conditions which differ materially from those indicated in the Contract
Documents or (2) unknown physical conditions of an unusual nature, which differ
materially from those ordinarily found to exist and generally recognized as
inherent in construction activities of the character provided for in the
Contract Documents, then notice by the observing party shall be given to the
other party promptly before conditions are disturbed and in no event later than
21 days after first observance of the conditions. The Owner will promptly
investigate such conditions and, if they differ materially and cause an increase
or decrease in the Contractor's cost of, or time required for, performance of
any part of the Work, will agree to an equitable adjustment in the Contract Sum
or Contract Time, or both. If the Owner determines that the conditions at the
site are not materially different from those indicated in the Contract Documents
and that no change in the terms of the Contract is justified, the Owner shall so
notify the Contractor in writing, stating the reasons. If the Owner and
Contractor cannot agree on an adjustment in the Contract Sum or Contract Time,
then the dispute shall be resolved as provided in the Contract Documents.

4.3.7   CLAIMS FOR ADDITIONAL COST. If the Contractor wishes to make Claim for
an increase in the Contract Sum, written notice as provided herein shall be
given before proceeding to execute the Work. Prior notice is not required for
Claims relating to an emergency endangering life or property arising under
Paragraph 10.3. If the Contractor believes additional cost is involved for
reasons including but not limited to (1) an order by the Owner to stop the Work
where the Contractor was not at fault, (2) failure of payment by the Owner, (3)
termination of the Contract by the Owner, (4) Owner's suspension or (5) other
reasonable grounds, Claim shall be filed in accordance with the procedure
established herein.

4.3.8   CLAIMS FOR ADDITIONAL TIME

4.3.8.1 If the Contractor wishes to make Claim for any increase in the Contract
Time, written notice as provided herein shall be given. The Contractor's Claim
shall include an estimate of cost and of probable effect of delay on progress of
the Work. In the case of a continuing delay only one Claim is necessary.

4.3.8.2 If adverse weather conditions are the basis for a Claim for additional
time, such Claim shall be documented by data substantiating that weather
conditions were abnormal for the period of time and could not have been
reasonably

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING: 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #16
<PAGE>
 
anticipated, and that weather conditions had an adverse effect on the scheduled
construction.

4.3.9   INJURY OR DAMAGE TO PERSON OR PROPERTY. If either party to the Contract
suffers injury or damage to person or property because of an act or omission of
the other party, of any of the other party's employees or agents, or of others
for whose acts such party is legally liable, written notice of such injury or
damage, whether or not insured, shall be given to the other party within a
reasonable time. The notice shall provide sufficient detail to enable the other
party to investigate the matter. If a Claim for additional cost or time related
to this Claim is to be asserted, it shall be filed as provided in Subparagraphs
4.3.7 or 4.3.8.

4.4    RESOLUTION OF CLAIMS AND DISPUTES

4.4.1  [Deleted.]   

4.4.2  [Deleted.]

4.4.3  [Deleted.]

4.4.4  [Deleted.] 

4.5    ARBITRATION

4.5.1   CONTROVERSIES AND CLAIMS SUBJECT TO ARBITRATION. Any controversy or
Claim arising out of or related to the Contract, or the breach thereof, shall be
settled by litigation in a court of competent jurisdiction. The parties agree to
endeavor to resolve their disputes by mediation in accordance with the
Construction Industry Mediation Rules of the American Arbitration Association.
The fee of any mediator shall be shared equally by the parties. The location of
any mediation shall be in the metropolitan area where the Project is located if
the parties do not agree on another location.

4.5.2  RULES AND NOTICES FOR ARBITRATION. 

4.5.3  CONTACT PERFORMANCE DURING ARBITRATION.

4.5.4  WHEN ARBITRATION MAY BE DEMANDED.

4.5.4.1 [Deleted.]

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-9292. WARNING: 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105638, which expires 
                                                        on 7/31/1998 - Page #17
<PAGE>
 
4.5.4.2 [Deleted.]

4.5.5   LIMITATION ON CONSOLIDATION OR JOINDER.

4.5.6   CLAIMS AND TIMELY ASSERTION OF CLAIMS.

4.5.7   JUDGMENT ON FINAL AWARD. 


                                   ARTICLE 5
                                SUBCONTRACTORS

5.1     DEFINITIONS

5.1.1   A Subcontractor is a person or entity who has a direct contract with the
Contractor to perform a portion of the Work at the site. The term
"Subcontractor" is referred to throughout the Contract Documents as if singular
in number and means a Subcontractor or an authorized representative of the
Subcontractor. The term "Subcontractor" does not include a separate contractor
or subcontractors of a separate contractor.

5.1.2   A Sub-subcontractor is a person or entity who has a direct or indirect
contract with a Subcontractor to perform a portion of the Work at the site. The
term "Sub-subcontractor" is referred to throughout the Contract Documents as if
singular in number and means a Sub-subcontractor or an authorized representative
of the Sub-subcontractor.

5.2     AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

5.2.1   Unless otherwise stated in the Contract Documents or the bidding
requirements, the Contractor, as soon as practicable after award of the
Contract, shall furnish in writing to the Owner the names of persons or entities
(including those who are to furnish materials or equipment fabricated to a
special design) proposed for each principal portion of the Work. The Owner will
promptly reply to the Contractor in writing stating whether or not the Owner
after due investigation, has reasonable objection to any such proposed person or
entity. Failure of the Owner to reply promptly shall constitute notice of no
reasonable objection.

5.2.2   The Contractor shall not contract with a proposed person or entity to
whom the Owner has made reasonable and timely objection. The Contractor shall
not be required to contract with anyone to whom the Contractor has made
reasonable objection.

5.2.3   If the Owner has reasonable objection to a person or entity proposed by
the Contractor, the Contractor shall propose another to whom the Owner has no

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING;
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #18
<PAGE>
 
reasonable objection. The Contract Sum shall be increased or decreased by the
difference in cost occasioned by such change and an appropriate Change Order
shall be issued. However, no increase in the Contract Sum shall be allowed for
such change unless the Contractor has acted promptly and responsively in
submitting names as required.

5.2.4   The Contractor shall not change a Subcontractor, person or entity
previously selected if the Owner makes reasonable objection to such change.

5.3     SUBCONTRACTUAL RELATIONS

5.3.1   By appropriate agreement, written where legally required for validity,
the Contractor shall require each Subcontractor, to the extent of the Work to be
performed by the Subcontractor, to be bound to the Contractor by terms of the
Contract Documents, and to assume toward the Contractor all the obligations and
responsibilities which the Contractor, by these Documents, assumes toward the
Owner. Each subcontract agreement shall preserve and protect the rights of the
Owner under the Contract Documents with respect to the Work to be performed by
the Subcontractor so that subcontracting thereof will not prejudice such rights,
and shall allow to the Subcontractor, unless specifically provided otherwise in
the subcontract agreement, the benefit of all rights, remedies and redress
against the Contractor that the Contractor, by the Contract Documents, has
against the Owner. Where appropriate, the Contractor shall require each
Subcontractor to enter into similar agreements with Sub-subcontractors. The
Contractor shall make available to each proposed Subcontractor, prior to the
execution of the subcontract agreement, copies of the Contract Documents to
which the Subcontractor will be bound, and, upon written request of the
Subcontractor, identify to the Subcontractor terms and conditions of the
proposed subcontract agreement which may be at variance with the Contract
Documents. Subcontractors shall similarly make copies of applicable portions of
such documents available to their respective proposed Sub-subcontractors.

5.4     CONTINGENT ASSIGNMENT OF SUBCONTRACTS

5.4.1   Each subcontract agreement for a portion of the Work is assigned by the
Contractor to the Owner provided that:

    .1  assignment is effective only after termination of the Contract by the
        Owner for cause pursuant to Paragraph 14.2 and only for those
        subcontract agreements which the Owner accepts by notifying the
        Subcontractor in writing; and

    .2  assignment is subject to the prior rights of the surety, if any,
        obligated under bond relating to the Contract.

5.4.2   If the Work has been suspended for more than 30 days, the
Subcontractor's compensation shall be equitably adjusted.


                                   ARTICLE 6
               CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

6.1     OWNERS RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

6.1.1   The Owner reserves the right to perform construction or operations
related to the Project with the Owner's own forces, and to award separate
contracts in connection with other portions of the Project or other construction
or operations on the site under Conditions of the Contract identical or
substantially similar to these including those portions related to insurance and
waiver of subrogation. If the Contractor claims that delay or additional cost is
involved because of such action by the Owner, the Contractor shall make such
Claim as provided elsewhere in the Contract Documents.

6.1.2   When separate contracts are awarded for different portions of the
Project or other construction or operations on the site, the term "Contractor"
in the Contract Documents in each case shall mean the Contractor who executes
each separate Owner-Contractor Agreement.

6.1.3   The Owner shall provide for coordination of the activities of the
Owner's own forces and of each separate contractor with the Work of the
Contractor, who shall cooperate with them. The Contractor shall participate with
other separate contractors and the Owner in reviewing their construction
schedules when directed to do so. The Contractor shall make any revisions to the
construction schedule and Contract Sum deemed necessary by the Owner after a
joint review and mutual agreement. The construction schedules shall then
constitute the schedules to be used by the Contractor, separate contractors and
the Owner until subsequently revised.

6.1.4   Unless otherwise provided in the Contract Documents, when the Owner
performs construction or operations related to the Project with the Owner's own
forces, the Owner shall be deemed to be subject to the same obligations and to
have the same rights which apply to the

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #19
<PAGE>
 
Contractor under the Conditions of the Contract, including, without excluding
others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12.

6.2     MUTUAL RESPONSIBILITY

6.2.1   The Contractor shall afford the Owner and separate contractors
reasonable opportunity for introduction and storage of their materials and
equipment and performance of their activities and shall connect and coordinate
the Contractor's construction and operations with theirs as required by the
Contract Documents.

6.2.2   If part of the Contractor's Work depends for proper execution or results
upon construction or operations by the Owner or a separate contractor, the
Contractor shall, prior to proceeding with that portion of the Work, promptly
report to the Owner apparent discrepancies or defects in such other
construction that would render it unsuitable for such proper execution and
results. Failure of the Contractor so to report shall constitute an
acknowledgment that the Owner's or separate contractors' completed or partially
completed construction is fit and proper to receive the Contractor's Work,
except as to defects not then reasonably discoverable.

6.2.3   Costs caused by delays or by improperly timed activities or defective
construction shall be borne by the party responsible therefor.

6.2.4   The Contractor shall promptly remedy damage wrongfully caused by the
Contractor to completed or partially completed construction or to property of
the Owner or separate contractors as provided in Subparagraph 10.2.5.

6.2.5   Claims and other disputes and matters in question between the Contractor
and a separate contractor shall be subject to the provisions of Paragraph 4.3
provided the separate contractor has reciprocal obligations.

6.2.6   The Owner and each separate contractor shall have the same
responsibilities for cutting and patching as are described for the Contractor in
Paragraph 3.14.

6.3     OWNER'S RIGHT TO CLEAN UP

6.3.1   If a dispute arises among the Contractor, separate contractors and the
Owner as to the responsibility under their respective contracts for maintaining
the premises and surrounding area free from waste materials and rubbish as
described in Paragraph 3.15, the Owner may clean up and allocate the cost among
those responsible as the Owner reasonably determines to be just.


                                   ARTICLE 7
                              CHANGES IN THE WORK
                                        
7.1     CHANGES


7.1.1   Changes in the Work may be accomplished after execution of the Contract,
and without invalidating the Contract, by Change Order, Construction Change
Directive or order for a minor change in the Work, subject to the limitations
stated in this Article 7 and elsewhere in the Contract Documents.

7.1.2   A Change Order shall be based upon agreement between the Owner, and the
Contractor as provided in Paragraph 6.3.2 of the Standard Form of Agreement
Between Owner and Contractor (AIA Document No. A111) ("Par. 6.2.3").

7.1.3   Changes in the Work shall be performed under applicable provisions of
the Contract Documents, and the Contractor shall proceed promptly, unless
otherwise provided in the Change Order, or order for a minor change in the Work.

7.1.4   If unit prices are stated in the Contract Documents or subsequently
agreed upon, and if quantities originally contemplated are so changed in a
proposed Change Order that application of such unit prices to quantities of
Work proposed will cause substantial inequity to the Owner or Contractor, the
applicable unit prices shall be equitably adjusted.

7.2     CHANGE ORDERS

7.2.1   A Change Order is defined in Par. 6.2.3.

   .1  [Deleted.]

   .2  [Deleted.]

   .3  [Deleted.] 

7.2.2  [Deleted.]   

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #20
<PAGE>
 
7.3     CONSTRUCTION CHANGE DIRECTIVES

7.4.1   A CONSTRUCTION CHANGE DIRECTIVE ("CCD") IS DEFINED IN PAR. 6.2.3.

7.3.2   [Deleted.]  

7.3.3   [Deleted.]

   .1   [Deleted.]

   .2   [Deleted.] 

   .3   [Deleted.]

   .4   [Deleted.]

7.3.4   [Deleted.]

7.3.5   [Deleted.]

7.3.6   [Deleted.]

   .1   [Deleted.]

   .2   [Deleted.]

   .3   [Deleted.]

   .4   [Deleted.]

   .5   [Deleted.]

7.3.7   [Deleted.]  

7.3.8   [Deleted.]

7.3.9   [Deleted.]   

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING:
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #21
<PAGE>
 
7.4     MINOR CHANGES IN THE WORK

7.4.1   [Deleted.]


                                  ARTICLE 8 
                                     TIME

8.1     DEFINITIONS

8.1.1   Unless otherwise provided, Contract Time is the period of time,
including authorized adjustments, allotted in the Contract Documents for
Substantial Completion of the Work.

8.1.2   The date of commencement of the Work is the date established in the
Agreement. The date shall not be postponed by the failure to act of the
Contractor or of persons or entities for whom the Contractor is responsible.

8.1.3   The date of Substantial Completion is the date Substantial Completion
has been achieved in accordance with Paragraph 9.8.

8.1.4   The term "day" as used in the Contract Documents shall mean calendar day
unless otherwise specifically defined.

8.2     PROGRESS AND COMPLETION

8.2.1   Time limits stated in the Contract Documents are of the essence of the
Contract. By executing the Agreement the Contractor confirms that the Contract
Time is a reasonable period for performing the Work.

8.2.2   The Contractor shall not knowingly, except by agreement or instruction
of the Owner in writing, prematurely commence operations on the site or
elsewhere prior to the effective date of insurance required by Article 11 to be
furnished by the Contractor. The date of commencement of the Work shall not be
changed by the effective date of such insurance. Unless the date of commencement
is established by a notice to proceed given by the Owner, the Contractor shall
notify the Owner in writing not less than five days or other agreed period
before commencing the Work to permit the timely filing of mortgages, mechanic's
liens and other security interests.

8.2.3   The Contractor shall proceed expeditiously with adequate forces and
shall achieve Substantial Completion within the Contract Time.

8.3     DELAYS AND EXTENSIONS OF TIME

8.3.1   If the Contractor is delayed at any time in progress of the Work by an
act or neglect of the Owner, or of an employee of the Owner or of a separate
contractor employed by the Owner, or by changes ordered in the Work, or by labor
disputes, fire, unusual delay in deliveries, unavoidable casualties or other
causes not reasonably foreseeable on the date the Work commenced and which are
beyond the Contractor's control, adverse weather conditions which prevent
construction activities of the type then scheduled, delays caused by
governmental authorities (not caused as a result of fault on the part of the
Contractor), or by delay authorized by the Owner, then the Contract Time shall
be extended by Change Order for a reasonable time.

8.3.2   Claims relating to time shall be made in accordance with applicable
provisions of Paragraph 4.3.

8.3.3   This Paragraph 8.3 does not preclude recovery of damages for delay by
either party under other provisions of the Contract Documents.


                                   ARTICLE 9
                            PAYMENTS AND COMPLETION

9.1     CONTRACT SUM

9.1.1   The Contract Sum is stated in the Agreement and, including authorized
adjustments, is the total amount payable by the Owner to the Contractor for
performance of the Work under the Contract Documents.

9.2     SCHEDULE OF VALUES

9.2.1   the Contractor shall submit to the Owner a schedule of values allocated
to various portions of the Work, prepared in such form and supported by such
data to substantiate its accuracy as the Owner may reasonably require. This
schedule, unless reasonably objected to by the Owner shall be used as a basis
for reviewing the Contractor's Applications for Payment.

9.3     APPLICATIONS FOR PAYMENT

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING: 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #22
<PAGE>
 
9.3.1    At least twenty days before the date established for each progress
payment, the Contractor shall submit to the Owner an itemized Application for
Payment for operations completed in accordance with the schedule of values. Such
application shall be notarized, if required, and supported by such data
substantiating the Contractor's right to payment as the Owner may reasonably
require, such as copies of requisitions from Subcontractors and material
suppliers, and reflecting retainage if provided for elsewhere in the Contract
Documents. See AIA Document A111 for additional provisions relating to
Applications for Payment.

9.3.1.1  Such applications may include requests for payment on account of
changes in the Work which have been properly authorized by Construction Change
Directives but not yet included in Change Orders.

9.3.1.2  Such applications may not include requests for payment of amounts the
Contractor does not intend to pay to a Subcontractor or material supplier
because of a dispute or other reason.

9.3.2    Unless otherwise provided in the Contract Documents, payments shall be
made on account of materials and equipment delivered and suitably stored at the
site for subsequent incorporation in the Work. If approved in advance by the
Owner, payment may similarly be made for materials and equipment suitably stored
off the site at a location agreed upon in writing. Payment for materials and
equipment stored on or off the site shall be conditioned upon compliance by the
Contractor with procedures satisfactory to the Owner to establish the Owner's
title to such materials and equipment or otherwise protect the Owner's interest,
and shall include applicable insurance, storage, and transportation to the site
for such materials and equipment stored off the site.

9.3.3   The Contractor warrants that title to all Work covered by an Application
for Payment will pass to the Owner no later than the time of payment. The
Contractor further warrants that upon submittal of an Application for Payment
all Work for which payments have been previously received from the Owner shall,
be free and clear of liens, claims, security interests or encumbrances favor of
the Contractor, Subcontractors, material suppliers, or other persons or entities
making a claim by reason of having provided labor, materials and equipment
relating to the Work.

9.4     CERTIFICATES FOR PAYMENT

9.4.1   The Owner will, within twenty days after receipt of the Contractor's
Application for Payment, either pay the amount of such Application to the
Contractor or notify the Contractor in writing of the Owner's reasons for
withholding payment in whole or in part as provided in Subparagraph 9.5.1.
 
9.4.2   The making of a Payment will further constitute a representation that
the Contractor is entitled to payment in the amount certified.

9.5     DECISIONS TO WITHHOLD CERTIFICATION
 
9.5.1   The Owner may decide not to make a payment and may withhold a Payment in
whole or in part, to the extent reasonably necessary to protect the Owner. If
the Owner is unable to pay the amount of the Application, the Owner will notify
the Contractor as provided in Subparagraph 9.4.1. If the Contractor cannot agree
on a revised amount, the Owner will promptly pay the amount to which the Owner
believes the Contractor is entitled. The

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING: 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105638, which expires 
                                                        on 7/31/1998 - Page #23
<PAGE>
 
Owner may also decide not to make a payment or, because of subsequently
discovered evidence or subsequent observations, may request a refund of a
Payment previously made to such extent as may be necessary in the Owner's
reasonable opinion to protect the Owner from loss because of:

    .1  defective Work not remedied;

    .2  third party claims filed or reasonable evidence indicating probable
        filing of such claims;

    .3  failure of the Contractor to make payments properly to Subcontractors or
        for labor, materials or equipment;

    .4  reasonable evidence that the Work cannot be completed for the unpaid
        balance of the Contract Sum;

    .5  damage to the Owner or another contractor;

    .6  reasonable evidence that the Work will not be completed within the
        Contract Time, and that the unpaid balance would not be adequate to
        cover actual or liquidated damages for the anticipated delay; or

    .7  persistent failure to carry out the Work in accordance with the Contract
        Documents.

9.5.2   When the above reasons for withholding certification are removed,
certification will be made for amounts previously withheld.

9.6     PROGRESS PAYMENTS

9.6.1   After the - Owner has received an Application for Payment from the
Contractor which complies with the requirements of this Contract, the Owner
shall make payment in the manner and within the time provided in the Contract
Documents.

9.6.2   The Contractor shall promptly pay each Subcontractor, upon receipt of
payment from the Owner, out of the amount paid to the Contractor on account of
such Subcontractor's portion of the Work, the amount to which said Subcontractor
is entitled, reflecting percentages actually retained from payments to the
Contractor on account of such Subcontractor's portion of the Work. The
Contractor shall, by appropriate agreement with each Subcontractor, require each
Subcontractor to make payments to Sub-subcontractors in similar manner.

9.6.3   The Owner - will, on request, furnish to a Subcontractor, if
practicable, information regarding percentages of completion or amounts applied
for by the Contractor and action taken thereon by the Owner on account of
portions of the Work done by such Subcontractor.

9.6.4   The Owner shall not have an obligation to pay or to see to the payment
of money to a Subcontractor except as may otherwise be required by law.

9.6.5   Payment to material suppliers shall be treated in a manner similar to
that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4.

9.6.6   A progress payment, or partial or entire use or occupancy of the Project
by the Owner shall not constitute acceptance of Work not in accordance with the
Contract Documents.

9.7     FAILURE OF PAYMENT

9.7.1   If the Owner does not make a Payment, through no fault of the
Contractor, within twenty days after receipt of the Contractor's Application
for Payment, or if the Owner does not pay the Contractor within seven days after
the date established in the Contract Documents the amount due to the Contractor
hereunder then the Contractor may, stop the Work until payment of the amount
owing has been received. The Contract Time shall be extended appropriately and
the Contract Sum shall be increased by the amount of the Contractor's reasonable
costs of shut-down, delay and start-up, which shall be accomplished as provided
in Article 7.

9.8     SUBSTANTIAL COMPLETION

9.8.1   Substantial Completion is the stage in the progress of the Work when the
Work or designated portion thereof is sufficiently complete in accordance with
the Contract Documents so (i) the Owner can occupy or utilize the Work for its
intended use, subject only to minor punchlist items that do not materially
interfere with tenant's occupancy, and (ii) that an occupancy permit is issuable
upon application therefor by the Owner.

9.8.2   When the Contractor considers that the Work, or a

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING: 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #24
<PAGE>
 
portion thereof which the Owner agrees to accept separately, is substantially
complete, the Contractor shall prepare and submit to the Owner a comprehensive
list of items to be completed or corrected. The Contractor shall proceed
promptly to complete and correct items on the list. Failure to include an item
on such list does not alter the responsibility of the Contractor to complete all
Work in accordance with the Contract Documents. Upon receipt of the Contractor's
list, the Owner will make an inspection to determine whether the Work or
designated portion thereof is substantially complete. If the Owner's inspection
discloses any item, whether or not included on the Contractor's list, which is
not in accordance with the requirements of the Contract Documents, the
Contractor shall, before issuance of the Certificate of Substantial Completion,
complete or correct such item, upon notification by the Owner. The Contractor
shall then submit a request for another inspection by the Owner to determine
Substantial Completion. When the Work or designated portion thereof is
substantially complete, the Owner and the Contractor will execute a Certificate
of Substantial Completion which shall establish the date of Substantial
Completion, shall establish responsibilities of the Owner and Contractor for
security, maintenance, heat, utilities, damage to the Work and insurance, and
shall fix the time within which the Contractor shall finish all items on the
list accompanying the Certificate. Warranties required by the Contract Documents
shall commence on the date of Substantial Completion of the Work or designated
portion thereof unless otherwise provided in the Certificate of Substantial
Completion.

9.8.3   Upon Substantial Completion of the Work or designated portion thereof
and upon application by the Contractor, the Owner shall make payment, reflecting
adjustment in retainage, if any, for such Work or portion thereof as provided in
the Contract Documents.

9.9     PARTIAL OCCUPANCY OR USE

9.9.1   The Owner may occupy or use any completed or partially completed portion
of the Work at any stage when such portion is designated by separate agreement
with the Contractor, provided such occupancy or use is consented to by the
insurer as required under Subparagraph 11.3.11 and authorized by public
authorities having jurisdiction over the Work. Such partial occupancy or use may
commence whether or not the portion is substantially complete, provided the
Owner and Contractor have accepted in writing the responsibilities assigned to
each of them for payments, retainage if any, security, maintenance, heat,
utilities, damage to the Work and insurance, and have agreed in writing
concerning the period for correction of the Work and commencement of warranties
required by the Contract Documents. When the Contractor considers a portion
substantially complete, the Contractor shall prepare and submit a list to the
Architect as provided under Subparagraph 9.8.2. Consent of the Contractor to
partial occupancy or use shall not be unreasonably withheld. The stage of the
progress of the Work shall be determined by written agreement between the Owner
and Contractor or, if no agreement is reached, by decision of the Architect.

9.9.2   Immediately prior to such partial occupancy or use, the Owner, and
Contractor shall jointly inspect the area to be occupied or portion of the Work
to be used in order to determine and record the condition of the Work.

9.9.3   Unless otherwise agreed upon, partial occupancy or use of a portion or
portions of the Work shall not constitute acceptance of Work not complying with
the requirements of the Contract Documents.

9.10    FINAL COMPLETION AND FINAL PAYMENT

9.10.1  Upon receipt of written notice that the Work is ready for final
inspection and acceptance and upon receipt of a final Application for Payment,
the Owner will promptly make such inspection and, when the Work has been finally
completed in accordance with the Contract Documents and the Contract fully
performed, the Owner will promptly make final Payment of all amounts due and
owing to the Contractor under the Contract Documents.

9.10.2  Neither final payment nor any remaining retained percentage shall become
due until the Contractor submits to the Owner (1) an affidavit that payrolls,
bills for materials and equipment, and other indebtedness connected with the
Work for which the Owner or the Owner's property might be responsible or
encumbered (less amounts withheld by Owner) have been paid or otherwise
satisfied, (2) a certificate evidencing that insurance required by the Contract
Documents to remain in force after final payment is currently

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292. WARNING: 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires 
                                                        on 7/31/1998 - Page #25
<PAGE>
 
in effect and will not be cancelled or allowed to expire until at least 30 days'
prior written notice has been given to the Owner, (3) a written statement that
the Contractor knows of no substantial reason that the insurance will not be
renewable to cover the period required by the Contract Documents, (4) consent of
surety, if any, to final payment and (5), if required by the Owner, other data
establishing payment or satisfaction of obligations, such as receipts, releases
and waivers of liens, claims, security interests or encumbrances arising out of
the Contract, to the extent and in such form as may be designated by the Owner.
If a Subcontractor refuses to furnish a release or waiver required by the Owner,
the Contractor may furnish a bond satisfactory to the Owner to indemnify the
Owner against such lien. If such lien remains unsatisfied after payments are
made, the Contractor shall refund to the Owner all money that the Owner may be
compelled to pay in discharging such lien, including all costs and reasonable
attorneys' fees.

9.10.3  If, after Substantial Completion of the Work, final completion thereof
is materially delayed through no fault of the Contractor or by issuance of
Change Orders affecting final completion, the Owner shall, upon application by
the Contractor and without terminating the Contract, make payment of the balance
due for that portion of the Work fully completed and accepted. If the remaining
balance for Work not fully completed or corrected is less than retainage
stipulated in the Contract Documents, and if bonds have been furnished, the
written consent of surety to payment of the balance due for that portion of the
Work fully completed and accepted shall be submitted by the Contractor to the
Owner prior to certification of such payment. Such payment shall be made under
terms and conditions governing final payment, except that it shall not
constitute a waiver of claims. The making of final payment shall constitute a
waiver of claims by the Owner as provided in Subparagraph 4.3.5.

9.10.4  Acceptance of final payment by the Contractor, a Subcontractor or
material supplier shall constitute a waiver of claims by that payee except those
previously made in writing and identified by that payee as unsettled at the time
of final Application for Payment. Such waivers shall be in addition to the
waiver described in Subparagraph 4.3.5.


                                  ARTICLE 10
                      PROTECTION OF PERSONS AND PROPERTY

10.1    SAFETY PRECAUTIONS AND PROGRAMS

10.1.1  The Contractor shall be responsible for initiating, maintaining and
supervising all safety precautions and programs in connection with the
performance of the Contract.

10.1.2  In the event the Contractor encounters on the site material reasonably
believed to be asbestos or polychlorinated biphenyl (PCB), oil, or other
materials, substances or waste determined to be hazardous, or the use of which
is regulated under any other federal or state law ordinance, or regulation
(collectively "Hazardous Materials") which has not been rendered harmless, the
Contractor shall immediately stop Work in the area affected and report the
condition to the Owner in writing. The Work in the affected area shall not
thereafter be resumed except by written agreement of the Owner and Contractor if
in fact the material is Hazardous Material and has not been rendered harmless.
The Work in the affected area shall be resumed in the absence of Hazardous
Material or when it has been rendered harmless, by written agreement of the
Owner and Contractor, or in accordance with final determination by the Architect
on which arbitration has not been demanded, or by arbitration under Article 4.

10.1.3  The Contractor shall not be required pursuant to Article 7 to perform
without consent any Work relating to Hazardous Material.

10.1.4  To the fullest extent permitted by law, the Owner shall indemnify and
hold harmless the Contractor, Architect, Architect's consultants and agents and
employees of any of them from and against claims, damages, losses and expenses,
including but not limited to attorneys' fees, arising out of or resulting from
performance of the Work in the affected area if in fact the material is -
Hazardous Material and has not been rendered harmless, provided that such claim,
damage, loss or expense is attributable to bodily injury, sickness, disease or
death, or to injury to or destruction of tangible property (other than the Work
itself) including loss of use resulting therefrom, but only to the extent caused
in whole or in part by negligent acts or omissions of the Owner, anyone directly
or indirectly employed by the Owner or anyone for whose acts the Owner may be
liable, regardless of whether or not such claim, damage, loss or expense is
caused in part by a party indemnified hereunder. Such obligation shall not be
construed to negate, abridge, or reduce other rights or obligations of indemnity
which would otherwise exist as to a party or person described in this
Subparagraph 10.1.4.

10.2    SAFETY OF PERSONS AND PROPERTY

10.2.1  The Contractor shall take reasonable precautions for

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292_ WARNING: 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #26
<PAGE>
 
safety of, and shall provide reasonable protection to prevent damage, injury or
loss to:

    .1  employees on the Work and other persons who may be affected thereby;

    .2  the Work and materials and equipment to be incorporated therein, whether
        in storage on or off the site, under care, custody or control of the
        Contractor or the Contractor's Subcontractors or Sub-subcontractors; and

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

10.2.2  The Contractor shall give notices and comply with applicable laws,
ordinances, rules, regulations and lawful orders of public authorities bearing
on safety of persons or property or their protection from damage, injury or
loss.

10.2.3  The Contractor shall erect and maintain, as required by existing
conditions and performance of the Contract, reasonable safeguards for safety and
protection, including posting danger signs and other warnings against hazards,
promulgating safety regulations and notifying owners and users of adjacent sites
and utilities.

10.2.4  When use or storage of explosives or other hazardous materials or
equipment or unusual methods are necessary for execution of the Work, the
Contractor shall exercise utmost care and carry on such activities under
supervision of properly qualified personnel.

10.2.5  The Contractor shall promptly remedy damage and loss (other than damage
or loss insured under property insurance required by the Contract Documents) to
property referred to in Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in part
by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or
indirectly employed by any of them, or by anyone for whose acts they may be
liable and for which the Contractor is responsible under Clauses 10.2.1.2 and
10.2.1.3, except damage or loss attributable to acts or omissions of the Owner 
or anyone directly or indirectly employed by the Owner, or by anyone for whose
acts the Owner may be liable, and not attributable to the fault or negligence of
the Contractor. The foregoing obligations of the Contractor are in addition to
the Contractor's obligations under Paragraph 3.18.

10.2.6  The Contractor shall designate a responsible member of the Contractor's
organization at the site whose duty shall be the prevention of accidents. This
person shall be the Contractor's superintendent unless otherwise designated by
the Contractor in writing to the Owner.

10.2.7  The Contractor shall not load or permit any part of the construction or
site to be loaded so as to endanger its safety.

10.3    EMERGENCIES

10.3.1  In an emergency affecting safety of persons or property, the Contractor
shall act, at the Contractor's discretion, to prevent threatened damage, injury
or loss. Additional compensation or extension of time claimed by the Contractor
on account of an emergency shall be determined as provided in Paragraph 4.3 and
Article 7.


                                  ARTICLE 11
                              INSURANCE AND BONDS

11.1    CONTRACTOR'S LIABILITY INSURANCE

11.1.1  The Contractor shall purchase from and maintain in a company or
companies lawfully authorized to do business in the jurisdiction in which the
Project is located such insurance as will protect the Contractor from claims set
forth below which may arise out of or result from the Contractor's operations
under the Contract and for which the Contractor may be legally liable, whether
such operations be by the Contractor or by a Subcontractor or by anyone directly
or indirectly employed by any of them, or by anyone for whose acts any of them
may be liable:

    .1  claims under workers' or workmen's compensation, disability benefit and
        other similar employee benefit acts which are applicable to the Work to
        be performed;

    .2  claims for damages because of bodily injury, occupational sickness or
        disease, or death of the Contractor's employees;

    .3  claims for damages because of bodily injury, sickness or disease, or
        death of any person other than the Contractor's employees;

    .4  claims for damages insured by usual personal injury liability coverage
        which are sustained (1) by a person as a result of an offense directly
        or indirectly related to employment of such person by the Contractor, or
        (2) by another person;

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292 WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #27
<PAGE>
 
    .5   claims for damages, other than to the Work itself, because of injury to
         or destruction of tangible property, including loss of use resulting
         therefrom;

    .6   claims for damages because of bodily injury, death of a person or
         property damage arising out of ownership, maintenance or use of a motor
         vehicle; and

    .7   claims involving contractual liability insurance applicable to the
         Contractor's obligations under Paragraph 3.18.

11.1.2   The insurance required by Subparagraph 11.1.1 shall be written for not
less than limits of liability specified in the insurance certificate attached
hereto in the Contract Documents or required by law, whichever coverage is
greater. Coverages, whether written on an occurrence or claims-made basis, shall
be maintained without interruption from date of commencement of the Work until
date of final payment and termination of any coverage required to be maintained
after final payment.

11.1.3   Certificates of Insurance acceptable to the Owner shall be filed with
the Owner prior to commencement of the Work. These Certificates and the
insurance policies required by this Paragraph 11.1 shall contain a provision
that coverages afforded under the policies will not be cancelled or allowed to
expire until at least 30 days' prior written notice has been given to the Owner.
If any of the foregoing insurance coverages are required to remain in force
after final payment and are reasonably available, all additional certificate
evidencing continuation of such coverage shall be submitted with the final
Application for Payment as required by Subparagraph 9.10.2. Information
concerning reduction of coverage shall be furnished by the Contractor with
reasonable promptness in accordance with the Contractor's information and
belief.

11.2     OWNER'S LIABILITY INSURANCE

11.2.1   The Owner shall be responsible for purchasing and maintaining the
Owner's usual liability insurance. Optionally, the Owner may purchase and
maintain other insurance for self-protection against claims which may arise from
operations under the Contract. The Contractor shall not be responsible for
purchasing and maintaining this optional Owner's liability insurance unless
specifically required by the Contract Documents.

11.3     PROPERTY INSURANCE

11.3.1   Unless otherwise provided, the Owner shall purchase and maintain, in a
company or companies lawfully authorized to do business in the jurisdiction in
which the Project is located, property insurance in the amount of the initial
Contract Sum as well as subsequent modifications thereto for the entire Work at
the site on a replacement cost basis without voluntary deductibles. Such
property insurance shall be maintained, unless otherwise provided in the
Contract Documents or otherwise agreed in writing by all persons and entities
who are beneficiaries of such insurance, until final payment has been made as
provided in Paragraph 9.10 or until no person or entity other than the Owner has
an insurable interest in the property required by this Paragraph 11.3 to be
covered, whichever is earlier. This insurance shall include interests of the
Owner, the Contractor, Subcontractors and Sub-subcontractors in the Work.

11.3.1.1 Property insurance shall be on an all-risk policy form and shall insure
against the perils of fire and extended coverage and physical loss or damage
including, without duplication of coverage, theft, vandalism, malicious
mischief, collapse, false-work, temporary buildings and debris removal including
demolition occasioned by enforcement of any applicable legal requirements, and
shall cover reasonable compensation for Architect's services and expenses
required as a result of such insured loss. Coverage for other perils shall not
be required unless otherwise provided in the Contract Documents.

11.3.1.2 If the Owner does not intend to purchase such property insurance
required by the Contract and with all of the coverages in the amount described
above, the Owner shall so inform the Contractor in writing prior to commencement
of the Work. The Contractor may then effect insurance which will protect the
interests of the Contractor, Subcontractors and Sub-subcontractors in the Work,
and by appropriate Change Order the cost thereof shall be charged to the Owner.
If the Contractor is damaged by the failure or neglect of the Owner to purchase
or maintain insurance as described above, without so notifying the Contractor,
then the Owner shall bear all reasonable costs properly attributable thereto.

11.3.1.3 If the property insurance requires minimum deductibles and such
deductibles are identified in the Contract Documents, the Contractor shall pay
costs not covered because of such deductibles. If the Owner or insurer increases
the required minimum deductibles above the amounts so identified or if the Owner
elects to purchase this insurance with voluntary deductible amounts, the Owner
shall be responsible for payment of the additional costs not covered because of
such increased or voluntary deductibles. If deductibles are not identified in
the Contract Documents, the Owner shall pay costs not covered because of
deductibles.

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292 WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #28
<PAGE>
 
11.3.1.4 Unless otherwise provided in the Contract Documents, this property
insurance shall cover portions of the Work stored off the site after written
approval of the Owner at the value established in the approval, and also
portions of the Work in transit.

11.3.2   BOILER AND MACHINERY INSURANCE. The Owner shall purchase and maintain
boiler and machinery insurance required by the Contract Documents or by law,
which shall specifically cover such insured objects during installation and
until final acceptance by the Owner; this insurance shall include interests of
the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and
the Owner and Contractor shall be named insureds.

11.3.3   LOSS OF USE INSURANCE. The Owner, at the Owner's option, may purchase
and maintain such insurance as will insure the Owner against loss of use of the
Owner's property due to fire or other hazards, however caused. The Owner waives
all rights of action against the Contractor for loss of use of the Owner's
property, including consequential losses due to fire or other hazards however
caused.

11.3.4   If the Contractor requests in writing that insurance for risks other
than those described herein or for other special hazards be included in the
property insurance policy, the Owner shall, if possible, include such insurance,
and the cost there of shall be charged to the Contractor by appropriate Change
Order.

11.3.5   If during the Project construction period the Owner insures properties,
real or personal or both, adjoining or adjacent to the site by property
insurance under policies separate from those insuring the Project, or if after
final payment property insurance is to be provided on the completed Project
through a policy or policies other than those insuring the Project during the
construction period, the Owner shall waive all rights in accordance with the
terms of Subparagraph 11.3.7 for damages caused by fire or other perils covered
by this separate property insurance. All separate policies shall provide this
waiver of subrogation by endorsement or otherwise.

11.3.6   Before an exposure to loss may occur, the Owner shall file with the
Contractor a copy of each policy that includes insurance coverages required by
this Paragraph 11.3 Each policy shall contain all generally applicable
conditions, definitions, exclusions and endorsements related to this Project.
Each policy shall contain a provision that the policy will not be cancelled or
allowed to expire until at least 30 days' prior written notice has been given to
the Contractor.

11.3.7   WAIVERS OF SUBROGATION. The Owner and Contractor waive all rights
against (1) each other and any of their subcontractors, sub-subcontractors,
agents and employees, each of the other, and (2) the Architect, Architect's
consultants, separate contractors described in Article 6, if any, and any of
their subcontractors, sub-subcontractors, agents and employees, for damages
caused by fire or other perils to the extent covered by property insurance
obtained pursuant to this Paragraph 11.3 or other property insurance applicable
to the Work, except such rights as they have to proceeds of such insurance held
by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall
require of the Architect, Architect's consultants, separate contractors
described in Article 6, if any, and the subcontractors, sub-subcontractors,
agents and employees of any of them, by appropriate agreements, written where
legally required for validity, similar waivers each in favor of other parties
enumerated herein. The policies shall provide such waivers of subrogation by
endorsement or otherwise. A waiver of subrogation shall be effective as to a
person or entity even though that person or entity would otherwise have a duty
of indemnification, contractual or otherwise, did not pay the insurance premium
directly or indirectly, and whether or not the person or entity had an insurable
interest in the property damaged.

11.3.8   A loss insured under Owner's property insurance shall be adjusted by
the Owner as fiduciary and made payable to the Owner as fiduciary for the
insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Subparagraph 11.3.10. The Contractor shall
pay Subcontractors their just shares of insurance proceeds received by the
Contractor, and by appropriate agreements, written where legally required for
validity, shall require Subcontractors to make payments to their Sub-
subcontractors in similar manner.

11.3.9   If required in writing by a party in interest, the Owner as fiduciary
shall, upon occurrence of an insured loss, give bond for proper performance of
the Owner's duties. The cost of required bonds shall be charged against proceeds
received as fiduciary. The Owner shall deposit in a separate account proceeds so
received, which the Owner shall distribute in accordance with such agreement as
the parties in interest may reach, or in accordance with an arbitration award in
which case the procedure shall be as provided in Paragraph 4.5. If after such
loss no other special agreement is made, replacement of damaged property shall
be covered by appropriate Change Order.

11.3.10  The Owner as fiduciary shall have power to adjust and settle a loss
with insurers unless one of the parties in interest shall object in writing
within five days after

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292 WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #29
<PAGE>
 
occurrence of loss to the Owner's exercise of this power; if such objection be
made, arbitrators shall be chosen as provided in Paragraph 4.5. The Owner as
fiduciary shall, in that case, make settlement with insurers in accordance with
directions of such arbitrators. If distribution of insurance proceeds by
arbitration is required, the arbitrators will direct such distribution.

11.3.11 Partial occupancy or use in accordance with Paragraph 9.9 shall not
commence until the insurance company or companies providing property insurance
have consented to such partial occupancy or use by endorsement or otherwise. The
Owner and the Contractor shall take reasonable steps to obtain consent of the
insurance company or companies and shall, without mutual written consent, take
no action with respect to partial occupancy or use that would cause
cancellation, lapse or reduction of insurance.

11.4    PERFORMANCE BOND AND PAYMENT BOND

11.4.1  The Owner shall have the right to require the Contractor to furnish
bonds covering faithful performance of the Contract and payment of obligations
arising thereunder as stipulated in bidding requirements or specifically
required in the Contract Documents on the date of execution of the Contract.

11.4.2  Upon the request of any person or entity appearing to be a potential
beneficiary of bonds covering payment of obligations arising under the Contract,
the Contractor shall promptly furnish a copy of the bonds or shall permit a copy
to be made.


                                  ARTICLE 12
                       UNCOVERING AND CORRECTION OF WORK

12.1    UNCOVERING OF WORK

12.1.1  If a portion of the Work is covered contrary to the Owner's instructions
or to requirements specifically expressed in the Contract Documents, it must, if
required in writing by the Owner, be uncovered for the Owner's observation and
be replaced at the Contractor's expense without change in the Contract Time.

12.1.2  If a portion of the Work has been covered which the Owner has not
specifically requested to observe prior to its being covered, the Owner may
request to see such Work and it shall be uncovered by the Contractor. If such
Work is in accordance with the Contract Documents, costs of uncovering and
replacement shall, by appropriate Change Order, be charged to the Owner. If such
Work is not in accordance with the Contract Documents, the Contractor shall pay
such costs unless the condition was caused by the Owner or a separate contractor
in which event the Owner shall be responsible for payment of such costs.

12.2    CORRECTION OF WORK

12.2.1  The Contractor shall promptly correct Work rejected by the Owner or
failing to conform to the requirements of the Contract Documents, whether
observed before or after Substantial Completion and whether or not fabricated,
installed or completed. The Contractor shall bear costs of correcting such
rejected Work, including additional testing and inspections and compensation for
the Owner's services and expenses made necessary thereby.

12.2.2  If, within one year after the date of Substantial Completion of the Work
or designated portion thereof, or after the date for commencement of warranties
established under Subparagraph 9.9.1, or by terms of an applicable special
warranty required by the Contract Documents, any of the Work is found to be not
in accordance with the requirements of the Contract Documents, the Contractor
shall correct it promptly after receipt of written notice from the Owner to do
so unless the Owner has previously given the Contractor a written acceptance of
such condition. This period of one year shall be extended with respect to
portions of Work first performed after Substantial Completion by the period of
time between Substantial Completion and the actual performance of the Work. This
obligation under this Subparagraph 12.2.2 shall survive acceptance of the Work
under the Contract and termination of the Contract. The Owner shall give such
notice promptly after discovery of the condition.

12.2.3  The Contractor shall remove from the site portions of the Work which are
not in accordance with the requirements of the Contract Documents and are
neither corrected by the Contractor nor accepted by the Owner.

12.2.4  If the Contractor fails to correct nonconforming Work within a
reasonable time, the Owner may correct it in accordance with Paragraph 2.4. If
the Contractor does not proceed with correction of such nonconforming Work
within a reasonable time fixed by written notice from the Architect, the Owner
may remove it and store the salvable materials or equipment at the Contractor's
expense. If the Contractor does not pay costs of such removal and storage within
ten days after written notice, the Owner may upon ten additional days' written
notice sell such materials and equipment at auction or at private sale and shall
account for the proceeds thereof, after deducting costs and damages that should
have been borne by

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292 WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #30
<PAGE>
 
the Contractor, including compensation for the Architect's services and expenses
made necessary thereby. If such proceeds of sale do not cover costs which the
Contractor should have borne, the Contract Sum shall be reduced by the
deficiency. If payments then or thereafter due the Contractor are not sufficient
to cover such amount, the Contractor shall pay the difference to the Owner.

12.2.5  The Contractor shall bear the cost of correcting destroyed or damaged
construction, whether completed or partially completed, of the Owner or
separate contractors caused by the Contractor's correction or removal of Work
which is not in accordance with the requirements of the Contract Documents.

12.2.6  Nothing contained in this Paragraph 12.2 shall be construed to establish
a period of limitation with respect to other obligations which the Contractor
might have under the Contract Documents. Establishment of the time period of one
year as described in Subparagraph 12.2.2 relates only to the specific obligation
of the Contractor to correct the Work, and has no relationship to the time
within which the obligation to comply with the Contract Documents may be sought
to be enforced, nor to the time within which proceedings may be commenced to
establish the Contractor's liability with respect to the Contractor's
obligations other than specifically to correct the Work.

12.3    ACCEPTANCE OF NONCONFORMING WORK

12.3.1  If the Owner prefers to accept Work which is not in accordance with the
requirements of the Contract Documents, the Owner may do so instead of requiring
its removal and correction, in which case the Contract Sum will be reduced as
appropriate and equitable. Such adjustment shall be effected whether or not
final payment has been made.


                                  ARTICLE 13
                           MISCELLANEOUS PROVISIONS

13.1    GOVERNING LAW

13.1.1  The Contract shall be governed by the law of the place where the Project
is located.

13.2    SUCCESSORS AND ASSIGNS

13.2.1  The Owner and Contractor respectively bind themselves, their partners,
successors, assigns and legal representatives to the other party hereto and to
partners, successors, assigns and legal representatives of such other party in
respect to covenants, agreements and obligations contained in the Contract
Documents. Neither party to the Contract shall assign the Contract as a whole
without written consent of the other. If either party attempts to make such an
assignment without such consent, that party shall nevertheless remain legally
responsible for all obligations under the Contract.

Insert B: 13.2.2  The Contractor hereby consents to the Owner's assignment of
this Agreement to a bank or other recognized financial institution as collateral
for financing the Project, provided that such assignment does not release the
obligations of the Owner to the Contractor hereunder and provided that a true
copy of said assignment is delivered to the Contractor. The Owner hereby agrees
that in the event of such assignment the Contractor may rely upon written notice
from the assignee as to the fact of such assignment and as to the rights of the
assignee thereunder in the event the Owner defaults under its loan agreements
with such assignee.

13.3    WRITTEN NOTICE

13.3.1  Written notice shall be deemed to have been duly served if delivered in
person to the individual or a member of the firm or entity or to an officer of
the corporation for which it was intended, or if delivered at or sent by
registered or certified mail to the last business address known to the party
giving notice.

13.4    RIGHTS AND REMEDIES

13.4.1  Duties and obligations imposed by the Contract Documents and rights and
remedies available thereunder shall be in addition to and not a limitation of
duties, obligations, rights and remedies otherwise imposed or available by law.

13.4.2  No action or failure to act by the Owner, Architect or Contractor shall
constitute a waiver of a right or duty afforded them under the Contract, nor
shall such action or failure to act constitute approval of or acquiescence in a
breach thereunder, except as may be specifically agreed in writing.

13.5    TESTS AND INSPECTIONS

13.5.1  Tests, inspections and approvals of portions of the Work required by the
Contract Documents or by laws, ordinances, rules, regulations or orders of
public authorities having jurisdiction shall be made at an appropriate time.
Unless otherwise provided, the Contractor shall make arrangements for such
tests, inspections and approvals with an independent testing laboratory or
entity acceptable to the Owner, or with the appropriate public authority, and
shall bear all related costs of tests, inspections and approvals. The Contractor
shall give the Architect timely notice of when and

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292 WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #31
<PAGE>
 
where tests and inspections are to be made so the Owner may observe such
procedures. The Owner shall bear costs of tests, inspections or approvals which
do not become requirements until after bids are received or negotiations
concluded.

13.5.2  If the Owner or public authorities having jurisdiction determine that
portions of the Work require additional testing, inspection or approval not
included under Subparagraph 13.5.1, the Owner will, instruct the Contractor to
make arrangements for such additional testing, inspection or approval by an
entity acceptable to the Owner, and the Contractor shall give timely notice to
the Owner of when and where tests and inspections are to be made so the Owner
may observe such procedures. The Owner shall bear such costs except as provided
in Subparagraph 13.5.3.

13.5.3  If such procedures for testing, inspection or approval under
Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to
comply with requirements established by the Contract Documents, the Contractor
shall bear all costs made necessary by such failure including those of repeated
procedures and compensation for the Architect's services and expenses.

13.5.4  Required certificates of testing, inspection or approval shall, unless
otherwise required by the Contract Documents, be secured by the Contractor and
promptly delivered to the Owner.

13.5.5  If the Owner is to observe tests, inspections or approvals required by
the Contract Documents, the Owner will do so promptly and, where practicable,
at the normal place of testing.

13.5.6  Tests or inspections conducted pursuant to the Contract Documents shall
be made promptly to avoid unreasonable delay in the Work.

13.6    INTEREST

13.6.1  Payments due and unpaid under the Contract Documents shall bear interest
from the date payment is due at such rate as the parties may agree upon in
writing or, in the absence thereof, at the legal rate prevailing from time to
time at the place where the Project is located.

13.7    COMMENCEMENT OF STATUTORY LIMITATION PERIOD

13.7.1  As between the Owner and Contractor:

    .1  BEFORE SUBSTANTIAL COMPLETION. As to acts or failures to act occurring
        prior to the relevant date of Substantial Completion, any applicable
        statute of limitations shall commence to run and any alleged cause of
        action shall be deemed to have accrued in any and all events not later
        than such date of Substantial Completion;

    .2  BETWEEN SUBSTANTIAL COMPLETION AND FINAL CERTIFICATE FOR PAYMENT. As to
        acts or failures to act occurring subsequent to the relevant date of
        Substantial Completion and prior to issuance of the final Certificate
        for Payment, any applicable statute of limitations shall commence to run
        and any alleged cause of action shall be deemed to have accrued in any
        and all events not later than the date of issuance of the final
        Certificate for Payment; and

    .3  AFTER FINAL CERTIFICATE FOR PAYMENT. As to acts or failures to act
        occurring after the relevant date of issuance of the final Certificate
        for Payment, any applicable statute of limitations shall commence to run
        and any alleged cause of action shall be deemed to have accrued in any
        and all events not later than the date of any act or failure to act by
        the Contractor pursuant to any warranty provided under Paragraph 3.5,
        the date of any correction of the Work or failure to correct the Work by
        the Contractor under Paragraph 12.2, or the date of actual commission of
        any other act or failure to perform any duty or obligation by the
        Contractor or Owner, whichever occurs last.


                                  ARTICLE 14
                   TERMINATION OR SUSPENSION OF THE CONTRACT
                                        
14.1    TERMINATION BY THE CONTRACTOR

14.1.1  The Contractor may terminate the Contract if the Work is stopped for a
period of 30 days through no act or fault of the Contractor or a Subcontractor,
Sub-subcontractor or their agents or employees or any other persons performing
portions of the Work under contract with the Contractor, for any of the
following reasons:

    .1  issuance of an order of a court or other public authority having
        jurisdiction;

    .2  an act of government, such as a declaration of national emergency,
        making material unavailable;

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292 WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #32
<PAGE>
 
    .3  or because the Owner has not made payment on an Application for Payment,
        within the time stated in the Contract Documents;

    .4  if repeated suspensions, delays or interruptions by the Owner as
        described in Paragraph 14.3 constitute in the aggregate more than 100
        percent of the total number of days scheduled for completion, or 120
        days in any 365-day period, whichever is less; or

    .5  the Owner has failed to furnish to the Contractor promptly, upon the
        Contractor's request, reasonable evidence as required by Subparagraph
        2.2.1.

14.1.2  If one of the above reasons exists, the Contractor may, upon seven
additional days' written notice to the Owner terminate the Contract and recover
from the Owner payment for Work executed and for proven loss with respect to
materials, equipment, tools, and construction equipment and machinery, including
reasonable overhead, profit and damages.

14.1.3  If the Work is stopped for a period of 60 days through no act or fault
of the Contractor or a Subcontractor or their agents or employees or any other
persons performing portions of the Work under contract with the Contractor
because the Owner has persistently failed to fulfill the Owner's obligations
under the Contract Documents with respect to matters important to the progress
of the Work, the Contractor may, upon seven additional days' written notice to
the Owner terminate the Contract and recover from the Owner as provided in
Subparagraph 14.1.2.

14.2    TERMINATION BY THE OWNER FOR CAUSE

14.2.1  The Owner may terminate the Contract if the Contractor:

    .1  persistently or repeatedly refuses or fails to supply enough properly
        skilled workers or proper materials;

    .2  fails to make payment to Subcontractors for materials or labor in
        accordance with the respective agreements between the Contractor and the
        Subcontractors;

    .3  persistently disregards laws, ordinances, or rules, regulations or
        orders of a public authority having jurisdiction; or

    .4  otherwise is guilty of substantial breach of a provision of the Contract
        Documents.

14.2.2  When any of the above reasons exist, the Owner, upon certification by
the Architect that sufficient cause exists to justify such action, may without
prejudice to any other rights or remedies of the Owner and after giving the
Contractor and the Contractor's surety, if any, seven days' written notice,
terminate employment of the Contractor and may, subject to any prior rights of
the surety:

    .1  take possession of the site and of all materials, equipment, tools, and
        construction equipment and machinery thereon owned by the Contractor;

    .2  accept assignment of subcontracts pursuant to Paragraph 5.4; and

    .3  finish the Work by whatever reasonable method the Owner may deem
        expedient.

14.2.3  When the Owner terminates the Contract for one of the reasons stated in
        Subparagraph 14.2.1, the Contractor shall not be entitled to receive
        further payment until the Work is finished.

14.2.4  If the unpaid balance of the Contract Sum exceeds costs of finishing the
        Work, including compensation for the Architects services and expenses
        made necessary thereby, such excess shall be paid to the Contractor. If
        such costs exceed the unpaid balance, the Contractor shall pay the
        difference to the Owner. The amount to be paid to the Contractor or
        Owner, as the case may be, shall be certified by the Architect, upon
        application, and this obligation for payment shall survive termination
        of the Contract.

14.3    SUSPENSION BY THE OWNER FOR CONVENIENCE

14.3.1  The Owner may, without cause, order the Contractor in writing to
        suspend, delay or interrupt the Work in whole or in part for such period
        of time as the Owner may determine.

14.3.2  An adjustment shall be made for increases in the cost of performance of
        the Contract, including profit on the increased cost of performance,
        caused by suspension, delay or interruption. No adjustment shall be made
        to the extent:

    .1  that performance is, was or would have been so suspended, delayed or
        interrupted by another cause

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292 WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #33
<PAGE>
     
     for which the Contractor is responsible; or
 
    .2  that an equitable adjustment is made or denied under another provision
        of this Contract.

14.3.3  Adjustments made in the cost of performance may have a mutually agreed
        fixed or percentage fee.

________________________________________________________________________________

  AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 
  FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF 
  ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON D.C. 20006-5292 WARNING; 
  Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
  prosecution. This document was electronically produced with permission of the 
  AIA and can be reproduced without violation until the date of expiration as 
  noted below.
                                                    Electronic Format A201-1987
Document: CDMANA201V4.DOC - 2/27/1998. AIA License Number 105838, which expires
                                                        on 7/31/1998 - Page #34
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                                      EXHIBIT A
                                                                           --------------------------------
[LOGO OF CLAYCO CONSTRUCTION COMPANY APPEARS HERE]                              CONTRACT DOCUMENT LIST
                                                                           --------------------------------
<S>                                                              <C> 
CLAYCO CONSTRUCTION COMPANY                                      Project No:          97132  
2199 INNERBELT BUSINESS CENTER DRIVE                             Printed             3/2/98
St. Louis, MO 63114                                              D M Management             
314-429-5100,  314-429-3137 - Fax                                #12 Sanborne Road         
                                                                 Tilton, NH 03276           
</TABLE> 

<TABLE> 
<CAPTION> 
----------------------------------------------------------------------------------------------------------------------------
NUM       REV       TITLE                                   ORIG   REV          BULL      NOTES                REFERENCE RFI
----------------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>                                     <C>  <C>            <C>       <C>                      <C> 
Architectural
Cover               Cover                                        12/19/97                  Progress Set #3
----------------------------------------------------------------------------------------------------------------------------
Index               Index                                        12/19/97                  Progress Set #3
----------------------------------------------------------------------------------------------------------------------------
Civil
----------------------------------------------------------------------------------------------------------------------------
C0-1      6         Site Abbv., Legends & Symbols,                1/20/98                  Final Permit Set
                    List of Drawings
----------------------------------------------------------------------------------------------------------------------------
C0-2      4         Key Sheet                                    11/17/98                  Site Specific Comments
----------------------------------------------------------------------------------------------------------------------------
C1-1                Existing Conditions Plan                      9/15/97                  Original Issue
----------------------------------------------------------------------------------------------------------------------------
C1-2                Existing Conditions Plan                      9/15/97                  Original Issue                    
----------------------------------------------------------------------------------------------------------------------------
C1-3                Existing Conditions Plan                      9/15/97                  Original Issue
----------------------------------------------------------------------------------------------------------------------------
C1-4                Existing Conditions Plan                      9/15/97                  Original Issue
----------------------------------------------------------------------------------------------------------------------------
C1-5                Existing Conditions Plan                      9/15/97                  Original Issue
----------------------------------------------------------------------------------------------------------------------------
C2-1      6         Erosion and Sediment Control Plan             1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C2-2      6         Erosion and Sediment Control Plan             1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C2-3      6         Erosion and Sediment Control Plan             1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C2-4      6         Erosion and Sediment Control Plan             1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C2-5      6         Erosion and Sediment Control Plan             1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C3-1      6         Layout and Materials Plan                     1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C3-2      6         Layout and Materials Plan                     1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C3-3      6         Layout and Materials Plan                     1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C3-4      6         Layout and Materials Plan                     1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C3-5      6         Layout and Materials Plan                     1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C4-1      6         Grading, Drainage and Utilities Plan          1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C4-2      6         Grading, Drainage and Utilities Plan          1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C4-3      6         Grading, Drainage and Utilities Plan          1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C4-4      6         Grading, Drainage and Utilities Plan          1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C4-5      6         Grading, Drainage and Utilities Plan          1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C4-6                Sanitary Sewer Profile and Plan               1/26/98                  Original Issue
----------------------------------------------------------------------------------------------------------------------------
C4-7                Sanitary Sewer Profile and Plan               1/26/98                  Original Issue
----------------------------------------------------------------------------------------------------------------------------
C5-1      6         Site Details                                  1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C5-2      6         Site Details                                  1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C5-3      6         Site Details                                  1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C5-4      6         Site Details                                  1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C5-5      6         Site Details                                  1/20/98                  Final Permit Set
----------------------------------------------------------------------------------------------------------------------------
C5.5                Site Details
----------------------------------------------------------------------------------------------------------------------------
Landscape
----------------------------------------------------------------------------------------------------------------------------
</TABLE> 

                                                                          Page 1
<PAGE>
 
                                             CURRENT DRAWING LIST
                                             Clayco Construction Company
                                             Date Range: All Dates
                                             Landscape continued...

<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------------------------------------------------------
NUM       REV  TITLE                                   ORIG      REV            BULL      NOTES                    REFERENCE RFI
--------------------------------------------------------------------------------------------------------------------------------
<S>       <C>  <C>                                     <C>       <C>            <C>       <C>                      <C> 
L1-1       6   Planting Plan                                     1/20/98                  Final Permit Set
--------------------------------------------------------------------------------------------------------------------------------
L2-1       6   Planting Details                                  1/20/98                  Final Permit Set
--------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------------------------------------------------------
Architectural
--------------------------------------------------------------------------------------------------------------------------------
<S>       <C>  <C>                                     <C>       <C>            <C>       <C>                      <C> 
A0.1           SYMBOLS, LEGENDS, NOTES & INDEX                   12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A2.0           Overall Floor Plan                                 2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A2.1           First Floor Office Plan                            2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A2.1.1         First Floor Office Plan                            2/18/98                 Original Issue
--------------------------------------------------------------------------------------------------------------------------------
A2.2           Second Floor Office                                2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A2.2.1         Second Floor Office Plan                           2/18/98                 Original Issue
--------------------------------------------------------------------------------------------------------------------------------
A2.3           Mezzanine Plan                                    12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A2.4           Overall Floor Plan                                 2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A2.5           Office Roof Plan                                  12/19/97                 Progress Set #3 - Office
                                                                                          Shell Package
--------------------------------------------------------------------------------------------------------------------------------
A3.1           Exterior Warehouse Elevations                     12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A3.2           Exterior Office Elevations                        12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A3.3           Partial Exterior Link Elevations                  12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A3.4           Building Section @ Link                            2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A3.5           Building Section @ Link                            2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A3.6           Building Section @ Link                            2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A4.1           Enlarged Office Toilet Core Plans                  2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A4.2           Enlarged Plans                                     2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A4.3           Enlarged Plans                                     2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A6.1           Reflected Ceiling Plan in Warehouse                2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A6.1.1         First Floor Office Reflected                       2/18/98                 Original Issue
               Ceiling Plan
--------------------------------------------------------------------------------------------------------------------------------
A6.2           Office Second Floor Reflected                      2/18/98                 Revised
               Ceiling Plan
--------------------------------------------------------------------------------------------------------------------------------
A6.2.1         Mezzanine Warehouse/Link                           2/18/98                 Original Issue
               Reflected Ceiling Plan
--------------------------------------------------------------------------------------------------------------------------------
A6.3           Warehouse Core Reflected Ceiling Plan             12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A7.1           Warehouse Stair Plans                              2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A7.2           Office Stair and Elevator Sections                10/31/97                 Progress Set No. 2 -
                                                                                          Warehouse Permit Package
--------------------------------------------------------------------------------------------------------------------------------
A8.1           Wall Sections                                     12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A8.2           Wall Sections                                     12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A8.3           Wall Sections                                     12/19/97                 Progress Set #3
--------------------------------------------------------------------------------------------------------------------------------
A8.4           Wall Sections                                      2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A8.5           Wall Sections                                     12/19/97                 Progress Set #3 - Office
                                                                                          Shell Package
--------------------------------------------------------------------------------------------------------------------------------
A9.1           Door Schedule and Details                         12/18/97                 Progress Set #3 - Office
                                                                                          Shell Package
--------------------------------------------------------------------------------------------------------------------------------
A9.1.1         Door/Partition Schedule                            2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
A9.2           Room Finish Schedule                               2/18/98                 Revised
--------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------------------------------------------------------
Structrual
--------------------------------------------------------------------------------------------------------------------------------
<S>       <C>  <C>                                     <C>       <C>            <C>       <C>                      <C> 
S1.1           Foundation Plan                                    2/10/98                 For Construction
--------------------------------------------------------------------------------------------------------------------------------
S1.2      5    Foundation Plan                                    2/10/98                 For Constr.
--------------------------------------------------------------------------------------------------------------------------------
S2.1           Foundation Details                                 2/10/98                 For Constr.
--------------------------------------------------------------------------------------------------------------------------------
S2.2           Column Schedule                                    2/10/98                 For Constr.
--------------------------------------------------------------------------------------------------------------------------------
S3.1           Mezzanine Framing Plan                             2/10/98                 For Constr.
================================================================================================================================
</TABLE> 
                                                                          Page 2

<PAGE>
 
                                          CURRENT DRAWING LIST
                                          Clayco Construction Company
                                          Date Range: All Dates
                                          Structural continued...
<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------------------------------------------------
NUM       REV       TITLE                              ORIG      REV       BULL      NOTES                   REFERENCE RFI
--------------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>                                <C>       <C>       <C>       <C>                      <C> 
S3.2      1         Mezzanine Framing Plan Office               2/10/98             For Constr.
                    and Link
--------------------------------------------------------------------------------------------------------------------------
S4.1                Roof Framing Plan                            2/10/98             For Constr.
--------------------------------------------------------------------------------------------------------------------------
S4.2                Deck Welding and Conveyor                    2/10/98             For Constr. 
                    Plans
--------------------------------------------------------------------------------------------------------------------------
S4.3      1         Roof Framing Plan (Office and                2/10/98             For Constr. 
                    Link
--------------------------------------------------------------------------------------------------------------------------
S5.1                Joist Diagrams                               2/10/98             For Constr.
--------------------------------------------------------------------------------------------------------------------------
S6.1                Roof Framing Sections                        2/10/98             For Constr.
--------------------------------------------------------------------------------------------------------------------------
S6.2                Sections                                     2/10/98             For Constr.
--------------------------------------------------------------------------------------------------------------------------
S6.3      1         Sections                                     2/10/98             For Constr.
--------------------------------------------------------------------------------------------------------------------------
S6.4      1         Sections                                     2/10/98             For Constr.
--------------------------------------------------------------------------------------------------------------------------
S6.5                Elevations                                   2/10/98             For Constr.
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Tilt Up 
--------------------------------------------------------------------------------------------------------------------------
TI        1         Panel Layout Plan                           12/19/97             Progress Set #7
--------------------------------------------------------------------------------------------------------------------------
T2        3         Elevations                                   1/28/98             As Noted
--------------------------------------------------------------------------------------------------------------------------
T3                  Elevations                                  11/14/97             Construction Set
--------------------------------------------------------------------------------------------------------------------------
T4                  Details                                     11/14/97             Construction Set
--------------------------------------------------------------------------------------------------------------------------
T5        2         Details                                      1/22/98             As Noted
--------------------------------------------------------------------------------------------------------------------------
T6        1         Details                                      2/11/98             As Noted
--------------------------------------------------------------------------------------------------------------------------
T7        1         Elevations and Details                       2/11/98             As Noted
--------------------------------------------------------------------------------------------------------------------------
T8        1         Panel Details                                2/11/98             As Noted
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Fire Protection
--------------------------------------------------------------------------------------------------------------------------
FP01                Site Fire Protection Plan                   12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
FP02                Partial Automatic Sprinkler Plan            12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
FP03                Partial Automatic Sprinkler Plan            12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
FP04                Partial Automatic Sprinkler Plan            12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
FP05                Partial Automatic Sprinkler Plan            12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
FP06                Below Mezzanine Automatic                   12/19/97             Progress Set #3
                    Sprinkler Plan
--------------------------------------------------------------------------------------------------------------------------
FP07                Enlarged Office Automatic                   12/19/97             Progress Set #3
                    Sprinkler Plan
--------------------------------------------------------------------------------------------------------------------------
FP08                Elevations                                  12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
FP09                First Floor Enlarged Office                 12/19/97             Progress Set #3
                    Automatic Sprinkler Plan
--------------------------------------------------------------------------------------------------------------------------
FP10                Second Floor Enlarged Office                12/19/97             Progress Set #3
                    Automatic Sprinkler Plan
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Plumbing
--------------------------------------------------------------------------------------------------------------------------
P1        1         Site Plumbing Plan                          12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Mechanical
--------------------------------------------------------------------------------------------------------------------------
M1        A         Floor Plan - Mechanical                     12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
M2                  Floor Plan - First Floor Office             12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
M4        A         Floor Plan - Mechanical                     12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
M5        A         Schedules                                    12/9/97             For Owner Review
--------------------------------------------------------------------------------------------------------------------------
M6                  Floor Plan - Warehouse Offices              12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
M7        A         Schedules                                   12/11/97             For Owner Review
--------------------------------------------------------------------------------------------------------------------------
M8                  Details                                     12/19/97             Progress Set #3
--------------------------------------------------------------------------------------------------------------------------
Owner Drawing
--------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                          Page 3
<PAGE>
 
                                          CURRENT DRAWING LIST
                                          Clayco Construction Company
                                          Date Range: All Dates
                                          Owner Drawing continued...

<TABLE> 
<CAPTION> 
<S>            <C>      <C>                       <C>       <C>            <C>       <C>                 <C>              
NUM            REV      TITLE                     ORIG      REV            BULL      NOTES               REFERENCE RFI     
1 of 1                  Owner Racking Drawing               8/15/97                  Original Issue 
------------------------------------------------------------------------------------------------------------------------------------


</TABLE> 
                                                                          PAGE 4

<PAGE>
 
                                                                       EXHIBIT B
                                                                       ---------

                             OUTLINE SPECIFICATION
                             ---------------------
                                 DM MANAGEMENT
                              DISTRIBUTION CENTER
                             TILTON, NEW HAMPSHIRE
                                        
                           DECEMBER 24, 1997 Rev. 2
                                        
These specifications are to establish the scope of work to provide a new
distribution facility constructed on a site in Tilton, New Hampshire.

                       DIVISION 1 - GENERAL REQUIREMENTS

Section lA - Summary of Work
----------   ---------------

The on site improvements and new construction of a facility that includes
574,914 Rev. 1 square feet. The facility area breakdown is as follows:

<TABLE> 
<CAPTION> 
<S>                                                         <C> 
QA/Receiving                                                 37,800 sq.ft.
Reserve and outlet reserve pallet/case/hanging storage       77,500 sq.ft.
Active area                                                 151,590 Rev. 1
*Active mezzanine                                           151,590 Rev. 1
* Rev. 1 Returns/packing                                     59,000 sq.ft.
Shipping                                                     22,721 Rev. 1
Employee Entrance Mezzanine                                  13,188 sq.ft. Rev. 1
Warehouse/service areas/locker room core                     17,419 sq.ft. Rev. 1
General Office                                               32,356 sq.ft. Rev. 1
Connecting Corridor                                          11,750 sq.ft. Rev. 1
--------------------------------------------------------------------------------
     TOTAL AREA                                            574,914 sq. ft. Rev. 1
</TABLE> 

*NOTE: The mezzanine floor and structure to be supplied and installed by others.
The main building framing which supports the mezzanine has been sized to allow
for the mezzanine floor loads.

This outline specification is intended for the sole and exclusive use of Clayco
Construction Company and DM Management in the completion of the proposed
project. The building dimensions to be approximately 588' X 624' REV. 1 for the
distribution area with dock loading on one side of the building. REV. 1 The
general office area is A TWO-STORY, 130' X 130' CONNECTED BY A TWO-STORY 11,750
SQUARE FOOT CORRIDOR. REV. 1

Section 1B - General Conditions
-------------------------------

The Owner shall provide the following items for the use of the General
Contractor:

1.   Property survey and property corner pins. General Contractor shall provide
     layout and staking (control) for building and site work.

                                       1
<PAGE>
 
Section 1B - General Conditions - continued
-------------------------------------------

2.   Environmental report and any wetland mitigation process or fees.

3.   Utilities available at the property line per SASASKI REV. 1 site plan REV.
     1
 
4.   Site grading and compaction to -1' +/-.1' OF FINISHED GRADES REV. 2 for all
     parking and building pads.
 
5.   LAWN AREAS TO BE GRADED TO -6" +/- .1' REV. 2
 
The General Contractor shall include the following items as required for the
execution and/or completion of The Work. PLEASE NOTE: This listing is not to be
considered all-inclusive or complete, but merely as a guide for the major items
to be included under this Division.

1.   Architectural and structural engineering, construction documents and
     specifications; the engineering documents shall include the plumbing,
     mechanical, electrical and fire protection work as these items are being
     completed on a design/build basis.

     The contractor shall cause the preparation and design of all construction
     drawings and specifications and incorporates the intent of the scope
     drawings and construction guidelines utilizing a licensed, registered,
     insured architect and engineer for all design and structural components of
     the building. The contractor will cause the design to comply with all
     applicable local, state and national codes and all design requirements for
     obtaining the necessary permits. The contractor will include any
     specialized design or consulting services needed.

     Provide all shop drawings, cut sheets, samples, submittals and other
     required items for Owner's review. Simultaneously both contractor and
     design professionals are to review and approve all shop drawings and
     submittal subject to the final review by Owner.

2.   In addition to all other insurance requirements of contractor set forth in
     these general conditions, or the general conditions attached to the AIA
     Contract Agreement, the contractor shall require all professional
     subcontractors to obtain and maintain professional errors and omission
     coverage in connection with such subcontractor's work. Professional errors
     and omissions insurance shall be endorsed to provide contractual liability
     coverage.

     Such coverage for the professional subcontractors shall be in amounts not
     less than $1,000,000 each. Certified copies of the policies evidencing such
     coverage shall be furnished at the same time as the other evidence of
     insurance required under this agreement.

     Builder's Risk Insurance is supplied by OWNER REV. 2. Owner to be
     responsible for all deductibles.

                                       2
<PAGE>
 
Section 1B - General Conditions - continued
-------------------------------------------

3.   The contractor is not licensed as an architect or engineer in the State of
     New Hampshire and is not authorized by law to perform design services.
     Accordingly, contractor will not perform or furnish any design service. The
     contractor will obtain, administer and pay for such services as provided in
     the contract documents. Such services will be provided by licensed
     architects and engineers. Such design professionals will be responsible for
     quality of such design services and for any errors or omissions. Contractor
     is a licensed contractor in the State of New Hampshire.

4.   REV. 1

5.   Temporary utilities - water, telephone, power and portable toilet
     facilities shall be provided by the General Contractor of sufficient
     capacity and at the locations required for their work. Pay for all
     electrical until the issuance of substantial completion notice.

6.   Permits, Taps and Development Fees - All municipal and other political
     jurisdiction (including but not limited to; County/Local, Sewer District,
     and Fire District) plan check fees, building permits and grading permits
     required for the proposed work, will be secured by the Contractor. Provided
     as a $15,000 allowance.

7.   Supervision - Any and all General Contractor project site and office
     supervision required for The Work shall be included, including a full-time
     qualified field superintendent, project manager and safety engineer.

8.   Security - Provide and maintain job site security, as required to secure
     the project during construction term.

9.   Insurance Coverage - Provide the minimum insurance requirements as defined
     by the Owner-Contractor Agreement.

10.  Surveys and Layout - The Owner shall provide a monumented boundary survey
     of the parcel. The General Contractor shall perform all work required for
     the layout of The Work including line and grade surveying. We have included
     a topographical survey and an "as-built" survey for the Owner.

11.  Testing and Inspections - The General Contractor shall provide for the
     performance of testing and control inspections as required by appropriate
     governmental agencies and/or the Owner including, but not limited to,
     concrete strength tests, soil compaction and moisture control, asphalt
     pavement (base and asphalt compaction).

     Reinforcing steel, placing concrete and welding inspection shall be tested
     only if required by the Building Department. The General Contractor shall
     employ a mutually agreeable independent testing laboratory to perform this
     work and the cost of said inspections should be included in the Price.

                                       3
<PAGE>
 
Section 1B - General Conditions - continued
-------------------------------------------

12.  Cleaning - The General Contractor shall keep the site reasonably clean and
     cleared throughout the duration of The Work. Upon completion of The Work,
     debris, construction materials and equipment will be removed from the
     building and the site. The floors of the building will be left broom clean.
     Washing of inside and outside face of exterior glass and all mirrors will
     be by the General Contractor.

13.  Labor and Supervision - The Work will be done under the direction and
     supervision of an experienced superintendent and project manager employed
     by the General Contractor and approved by the Owner and these individuals
     will be empowered to discuss any matters with Owner's representative as
     deemed necessary.

14.  The management team, which commences the work, shall be assigned to the
     work for the duration until Substantial Completion unless the Owner agrees
     otherwise.

15.  Materials and Workmanship - Materials used in The Work will conform to the
     latest Standard Specifications of the American Society for Testing
     Materials, The American Concrete Institute, The American Institute of Steel
     Construction, American Welding Society, American Society of Mechanical
     Engineers, National Electric Code, N.E.M.A., American Institute of
     Electrical Engineers and the rules and regulations of the National Board of
     Fire Underwriters.

16.  The workmanship will be consistent with the best practice of the various
     building trades and will conform to the standards of good construction for
     this class of work.

17.  Where a product is specified by a brand name, a product of equal
     performance may be substituted only with the prior approval of the Owner,
     Architect or Engineer of record.

18.  Color Selections - The Owner and/or Architect will provide a finish color
     schedule of the exposed surfaces of The Work in a timely manner for the
     General Contractor's use.

19.  Temporary heat, water and power will be provided until the building is
     permanently or temporarily enclosed. After this time, it is assumed that
     the installation of the permanent heating system will have progressed far
     enough for it to be used for heating the building. The Builder has included
     the cost of operating the systems until Substantial Completion has been
     achieved.

20.  Guarantees - Upon notice from the Owner, the General Contractor will remedy
     any defects due to defective workmanship or materials, which will appear
     within a period of one year from the date of Substantial Completion of the
     Work.

21.  A FIXED AMOUNT OF $285,00 Rev.2 is included to cover all winter
     construction premiums.

                                       4



<PAGE>
 
Section 1B - General Conditions - continued
-------------------------------------------

The following items are included in the General Conditions/General Requirements
for the General Contractor:

1    General expenses such as office equipment, stationery and office supplies,
     postage, telephone, shop drawing blueprints, reproduction costs, progress
     photographs, computer and EDP expenses, first-aid supplies, travel,
     lodging, and other such miscellaneous expenses.

2.   Project staff including salaries and benefits for Project Manager, Project
     Superintendent, Assistants, AND FIELD SECRETARIES,FLELD VISITS BY SAFETY
     ENGINEER AND QUALITY CONTROL MANAGER. REV. 2

3.   Tools and supplies including hand tools and construction equipment having
     an individual new value of less than $200 and consumable items which are
     used in the construction operation such as chalk, kerosene, brooms,
     brushes, etc....

4.   Job office including rental of trailers, temporary buildings or office
     space for project staff. Also include interior modification and
     mechanical/electrical work as required to said job offices.

5.   ON-SITE REV. 2 vehicles and repairs such as purchase of rental
     charges for plant owned by General Contractor or outside parties. Items
     include transits and levels, rental or purchase of job vehicles and repairs
     and maintenance of plant and vehicles used specifically on this project.

6.   Temporary buildings, barricades and installations including labor, lumber,
     millwork, and other building materials used in the construction of tool
     sheds and other temporary structures with the exception of the job office
     which is included above.


                             DIVISION 2- SITE WORK
                                        
Section 2A - Subsurface Investigation
-------------------------------------

Soils and subsurface investigation will be completed by a certified soil
engineer as required by the structural engineer for design of the foundations.
Soil investigation and report will be paid and provided by Owner.

Section 2B - Earthwork
----------------------

The site shall be designed by a civil engineer to provide for a balanced cut and
fill condition. Any excess topsoil or excavated materials will be placed in
berms or graded into unpaved areas to preclude hauling of materials off site.

PROVIDE EXCAVATION OF THREE DETENTION PONDS. REV. 1

                                       5
<PAGE>
 
Section 2B - Earthwork - continued
-----------------------------------

REV. 1 The entire site will be graded (by others) to within +/- 1" REV. 1 of
fixed Rev. 2 grades as SHOWN ON SASAKI DRAWINGS REV. 2

INCLUDED IS AN ALLOWANCE OF $33,200 FOR MISCELLANEOUS SITE WORK. REV. 2

EXCAVATION OF THE DETENTION PONDS AND OUTFLOW STRUCTURES IS INCLUDED. REV. 2

Excavation of existing conditions for installation of footings and foundations.

Finish grading of areas around the building and paving to achieve proper
drainage and uniform surfaces to a 0.1 foot (+/-) tolerance.

Planting and landscape areas will be finish graded for planting by landscaping
contractor.

Section 2C - Drainage
---------------------

Surface run-off of storm water shall be provided for with appropriate grade
level changes for proper drainage in accordance with OUR PROPOSAL DATED 9/4/97
REV. 1. All storm water will flow to inlets, which are piped into detention
basins. AN ALLOWANCE OF $268,979 IS INCLUDED FOR ALL STORM SEWERS AND INLETS.
REV. 1

Roof area to be drained with interior drains and collector pipes and tied to the
underground storm sewer system, which is piped, into detention basins.

Overflow water at roof drains will be collected by overflow drains, which are to
be directly piped into roof drain drop piping. Overflow roof drains with
separate piping or scuppers are not included.

Section 2D - Paving and Surfacing
---------------------------------

All asphalt paving and curbs to be in accordance with OUR ORIGIINAL PROPOSAL
DATED 9/4/97. REV. 1

$541,000 ALLOWANCE IS INCLUDED FOR ALL ASPHALT AND CONCRETE PAVING AND ALL
CURBS. REV. 1

Asphalt paving in the employee parking area and entry drive to be 1" WEARING
SURFACE, 2" ASPHALT BASE REV. 2 asphalt paving over 8" REV. 2 of granular base
and asphalt paving in the truck parking and entry drive to be 2" WEARING
SURFACE, 2" ASPHALT BASE REV. 2 asphalt paving over 8" of granular base.

Dock door areas to have 6" thick, concrete with one layer of 6x6x4/4 wire mesh
on 6" of granular base from the dock wall out 65'-0" (65' x 350' area included).

                                       6
<PAGE>
 
Section 2D - Paving and Surfacing - continued
---------------------------------------------

Trailer staging areas to be asphalt paving (4"-2"X 2" REV. 2 asphalt on 8"
granular fill, 95' x 350').

All pavement striping shall be 4" wide and will be two-coat white paint system
and will include handicap areas required by Code.

One (1) 60'-0" long concrete ramp is included.

Concrete curb and gutter used at all paving areas.

4" thick sidewalks and patio slabs per the site plan (2,000 SQ.FT. FOR PATIO)
REV. 1.

Provide 12'-0" wide STONE REV. 2 perimeter road around building and future
expansion areas.

Section 2E - Erosion Control
----------------------------

Provide erosion control as required by governing codes or as necessary to
perform construction.

Section 2F - Landscaping/Irrigation
-----------------------------------

Landscaping/irrigation will be provided as an allowance of $250,000. REV. 1

Include three (3) 35'-0" high aluminum tapered flagpoles.


Section 2G - Miscellaneous Signage
----------------------------------

Monument signage allowance of $25,000 is included.

Road signage allowance of $25,000 is included.


Section 2H - Site Gates
-----------------------

Provide two (2) automatic gates to be located at entrance and exit of dock yard.
Controlled from security room via intercom and closed circuit TV.


                             DIVISION 3 - CONCRETE

Section 3A - Cast-In-Place Concrete
-----------------------------------

Reinforced concrete grade beams and column spread footings based on 3500psi
Compressive strength at 28 days and a soil bearing capacity of 4000 REV. 1 psf
for column footings and 4000 REV. 1 psf for continuous wall footings..

                                       7
<PAGE>
 
Section 3A - Cast-In-Place Concrete - continued
-----------------------------------------------

REV. 1 The floor slab design will be 6" thick, 4000psi concrete, unreinforced,
for all warehouse areas EXCEPT THE RESERVE AREA, WHICH WILL BE 8" THICK,
UNREINFORCED, 4000PSI CONCRETE. REV. 1

All concrete floors to have 6" of compacted granular fill. Floor flatness to
meet requirements listed in owner's specification Section III.B Article 2 "Floor
Flatness and Levelness".

The slab shall be divided by saw cutting control joints into 16' x 14' sections.

MEZZANINE TO HAVE 3.5"; 4,000PSI CONCRETE (34,366 SQ.FT.) REV. 1

4" thick slab on grade with one layer of 6x6x10/10 WWF and vapor barrier is
included for the office area (ground floor). Office slab to have 4" of compacted
granular fill. Provide recessed floor at computer room for access flooring.

All construction joints to be doweled.

Floors shall be floated smooth and level and burnished with steel trowel and
mechanical equipment to a smooth surface within specified tolerances.

Ashford floor sealer/hardener is included for all warehouse floors. SAWCUT
JOINTS IN WAREHOUSE WILL BE CAULKED WITH MM80. REV. 1

Section 3B - Tilt-Up Concrete Wall Panels
-----------------------------------------

INSULATED, REV.1 tilt-up, load bearing, reinforced concrete wall panels will be
provided at all exterior walls as indicated per our structural plans included in
this proposal. Concrete design mix per structural engineer requirements. All
vertical wall panels will be smooth finished and caulked. Rustication features
are included on these panels. INSULATED PANELS WILL BE A 2-1/2" THICK FACE WITH
2" OF INSULATION AND A STRUCTURAL BACK OF 9-1/4" REV. 2

Interior finish of plant walls to be smooth trowel and painted REV. 1

Lifting inserts to receive plastic caps fitting flush with interior panel
surface.

Exterior perimeter office walls to be constructed of load-bearing, tilt-up
concrete.

REV. 1

Future "southern" expansion to provide another load bearing concrete wall
(creating a "double" wall condition) to be set on our "expanded" footing.

                                       8
<PAGE>
 
                              DIVISION 4 - MASONRY

Section 4A - Masonry
--------------------

Provide masonry block wall construction for the following interior walls
locations:

* REV. 1 All perimeter walls at office areas within the warehouse distribution
         areas are to be constructed with CMU (interior walls to be drywall
         construction).


* REV. 1 Toilet facilities, which are located within the warehouse distribution
         area, are to be constructed with CMU.

Sizes and structural requirements for these CMU walls will be designed and
incorporated.

A 12" MASONRY FIRE WALL SEPARATING THE ACTIVE AREA FROM THE REMAINDER OF THE
WAREHOUSE IS INCLUDED (801LF). REV. 1

                              DIVISION 5 - METALS
                                        
Section 5A - Structural Metal Framing
-------------------------------------

Structural steel shall comply with ASTM A-36 and be designed in accordance with
"AISC Specification for Design, Fabrication and Erection of Structural Steel for
Buildings" and applicable local codes, including applicable wind and snow loads.

All structural steel, joists and joist girders shall receive factory primer or
shall receive primer subsequent to fabrication.

Bay spacing to be approximately 42'-0" x 48'-0".

Structural design incorporates Vertical Lateral Bracing between columns per
Alper-Ladd drawings included with this proposal.

The warehouse distribution roof structure shall be designed to accommodate a
ground snow load of 60psf and a total load of 70 psf and, at specific locations
and loading required for conveyors and catwalks.

Section 5B - Metal Joist and Metal Decking
------------------------------------------

Joist girders and metal joists will support the roof, mezzanines loads and
suspended conveyor and catwalk loads as described in the owners specification
Section III.E Article 4 "Loading". The metal joists shall be shop primed gray
designed per SJI specifications.

PROVIDE BEAMS, JOISTS AND DECKING FOR 13,188 SQ.FT. RETURNS MEZZANINE. REV. 1

MAIN OFFICE AND CONNECTING CORRIDOR MEZZANINE AREA IS INCLUDED FOR 21,178 SQ.FT.
REV. 1

White metal roof deck (20 and 22 gauge) shall be per the Steel Deck Institute
(SDI) requirements and our structural drawings included with this proposal and
no concrete topping shall be provided at the roof.

                                       9
<PAGE>
 
Section 5B - Metal Joist and Metal Decking - continued
------------------------------------------------------

A clear height of 35'-0" will be achieved at the lowest point of the warehouse.

Miscellaneous steel will be provided as required for the work including; stairs,
ladder/cage, roof top unit supports, exterior stairs and handrails, pipe
bollards (allowance of 100).

Three (3) sets of exterior metal stairs with handrail to be provided at the
building perimeter.

Pipe handrail to be included at the "dock height" drive-in ramp as required.


                        DIVISION 6 - WOODS AND PLASTICS
                                        

Section 6A - Rough Carpentry
----------------------------

Wood blocking, nailers, furring and framing with standard construction grade
lumber required to complete the new construction (fire treated where required by
code), if required by architect.

Wood blocking, nailers and cant strips as required for the installation of the
roof system.

*  Wood blocking and general rough carpentry at office areas as required.

WAREHOUSE "SERVICES" AREA TO HAVE HEAVY STUD FRAMING WITH A 3/4" PLYWOOD DECKING
FOR LIGHT STORAGE (12,827SQ.FT.) REV. 1

Section 6B - Finish Carpentry
-----------------------------

*  Laminate vanities and tops

*  Laminate wall and base cabinets with counter.

*  Laminate window sills.

*  Laminate work tops and base cabinets.

*  Closet rods and miscellaneous shelving.


                 DIVISION 7 - THERMAL AND MOISTURE PROTECTION
                                        

Section 7A - Insulation
-----------------------

2" rigid polystyrene insulation board on foundation perimeter walls below floor
slab AT OFFICE AREA ONLY. REV. 1

*  REV. 1 Provide vinyl backed (R-4 min) rigid insulation at perimeter of tilt-
          up panels of the OFFICE REV. 1 AREA. REV. 1

                                      10
<PAGE>
 
Section 7A - Insulation - continued
-----------------------------------

Section 7B - Membrane Roofing
-----------------------------

Provide polyisocyanurate insulation to achieve R=19 REV. 1 DESIGN TO MEET
AN FACTORY MUTUAL, I-60 DESIGN IS THE WAREHOUSE. REV. 1 

Single ply, 45 mil, EPDM ballasted roof system with a 10 year "leak free"
warranty an I-60 REV. 1 rating.

MAIN OFFICE AND CONNECTING CORRIDOR ROOFING TO BE STANDING SEAM METAL, R-19,
"HIP" TYPE DESIGN WITH KALWALL ACCENT TRIM AND DORMERS PER THE RENDERING. REV. 1

Full time roof inspector on site during installation.

Walk pads around all roof mounted equipment (ROOF TOP HVAC UNITS) REV. 1.

Section 7C - Flashing and Sheet Metal
-------------------------------------

All sheet metal shall be "paint-grip" galvanized meeting S.M.A.C.N.A standards.

Section 7D - Caulking
---------------------

Caulking at required joints and intersections of two different materials to
provide waterproof seal. Exterior and interior joints (below insulation) shall
be caulked with two component polyurethane-based sealing compounds.

Thresholds shall be caulked with architectural grade caulking compound. Provide
closed cell backer rod as required, material shall be round rod.

FireWalls shall receive fire resistive silicone building sealant, Dow Corning
#700 or equivalent, and backer rod at all joints.

Section 7E- Roof Accessories
----------------------------

Provide ONE (1) ROOF hatch. Rev. 1


                         DIVISION 8 - DOORS AND WINDOWS
                                        

Section 8A - Metal Doors and Frames
-----------------------------------

* All interior wood doors will be solid core, oak veneer, 3'x7' in hollow metal
frames..

                                      11
<PAGE>
 
Section 8A - Metal Doors and Frames - continued
-----------------------------------------------

DOORS IN THE FINISHED WAREHOUSE AREA TO BE EITHER 3' X 7'; SOLID CORE WOOD, OR,
INSULATED HOLLOW METAL REV.1

The man doors in the exterior walls and all interior plant doors will be 18
gauge-insulated doors with 16 gauge frames.

All exterior doors shall receive 1-1/2" pair ball bearing hinges, closers,
lever arm locksets, weather-stripping, thresholds, wipe strips, drip caps, storm
chains and latch guards.

All doors required by code to be fire rated shall have labels designating hourly
ratings per underwriters laboratory standards.

Section 8B - Sectional Overhead Doors
-------------------------------------

The overhead doors will be insulated sectional steel. EIGHTEEN (18) REV. 1 dock
doors. EIGHTEEN (18) REV. 2 will be 9'-0" wide by 9'-0" and two (2) will be
doors 12'-0" wide by 16'-0" high (at drive-in locations). All REV.1 doors will
be ELECTRICALLY REV. 1 operated with vertical lift track and counter balance
assembly.

Doors to have 3" wide, heavy-duty tracks and rollers with one (1) 6" x 12" view
panel.

Section 8C - Openings in FireWall
---------------------------------

Provide three (3) fusible link automatic overhead coiling fire shutters at
transit openings within fire separation walls. Three (3) openings to be 20'-0"
wide by 18'-0" high.

Provide THREE (3) REV. 1 fire rated H.M. doors with required egress hardware
within fire wall.

Section 8D - Metal Window Frames
--------------------------------

Prefinished aluminum window frames at exterior walls with manufacturer's
standard sections; anodized finish and as manufactured by Kawneer or equal;
(Kawneer Nucore 1-3/4" X 4-1/2" system or approved equal).

PROVIDE STRIP WINDOWS AT THE NORTH AND EAST ELEVATION OF THE WAREHOUSE IN
ACCORDANCE WITH MITCHELL HUGEBACK DRAWINGS DATED 10/14/97 REV. 1

Section 8E - Hardware
---------------------

Hollow metal, insulated exterior doors shall include cylinder locks, hydraulic
closers, drip cap, strike lock shields, door stops, silencers, sill sweeps, 1-
1/2 pair hinges and code required panic hardware (where required). Hollow metal
interior doors shall have 1-1/2 pair hinges, hydraulic closers, silencers and
doorstops. Toilet room doors shall have push/pull plates.

*  Push plates and kick plates to be provided as required. Brushed aluminum
   finish.

                                      12
<PAGE>
 
Section 8F - Glass and Glazing
------------------------------

Exterior windows shall be glazed with 1" insulated gray reflective glass.
(laminated or tempered as required by Code). We include 6,594 REV. 1 sq.ft. of
glass and glazing, (4) REV. 1 glass exterior doors and (2) glass interior
doors for THE MAIN OFFICE AND CONNECING CORRIDOR REV.1 PER the architectural
rendering.

WAREHOUSE AREA TO HAVE 3,068 SQ.FT. OF GLASS TO ALLOW NATURAL LIGHT TO INTERIOR.
REV. 1

REV. 2 

Glass entry vestibule is included.

                             DIVISION 9 - FINISHES
                                        
*NOTE: All interior finishes, including HVAC, electrical, fire protection, etc..
included at $35.00/SQ.FT. (45,000 SQUARE FEET AT $35.00/SQ.FT. = $1,575,000.00)
REV. 1 IN ADDITION TO THE $35.00/SQ.FT. ALLOWANCE, THE FOLLOWING AMOUNTS ARE
INCLUDED FOR MAIN POWER ELECTRICAL ROUGH-IN ($174,590), SPRINKLER ROUGH-IN (WET
SYSTEM AND COMPUTER ROOM GAS SYSTEM) ($83,155) AND DOMESTIC WATER AND SANITARY
MAIN LINE ($32,000). REV. 2

Section 9A - Painting
---------------------

The exterior of the building will be acid etched and include a two coat acrylic
paint system on all surfaces.

* REV. 1 The hollow metal doors and frames will be painted with two coats of
paint.

Rev. 2

All exposed sheet metal to receive paint.

* Office drywall to receive two coat flat Latex paint system. Include allowance
  for wallcovering or Zolatone paint upgrade.

All pipe bollards, handrails and miscellaneous exposed metals to be painted.

Columns to be painted and numbered white with yellow at 10' AFF and lower.

All steel joists, girders and interior concrete walls.

* REV. 1 CMU partitions shall receive one (1) coat of block filler and two (2)
  coats of flat latex.

                                      13
<PAGE>
 
Section 9B - VCT Tile - continued
---------------------------------

* REV. 1  The cafeteria, locker room, storage rooms and workrooms are to
  receive 12"x12" vinyl composite tile. Rev. 2

* REV. 1 4" vinyl cove base shall be provided at VCT and carpet locations.

Section 9C - Acoustical Ceiling
-------------------------------

* The ceiling tile shall be 2'x4' Armstrong Second Look II, or equivalent,
  5/8" thick, white, nondirectional fissured. The 2'x4' ceiling grid shall be
  heavy duty as manufactured by Donn or equivalent, and shall be adequate for
  supporting 2'x4' inlaid fluorescent fixtures and 2'x2' mechanical diffuser
  grills.

WAREHOUSE OFFICES TO HAVE A STANDARD 2'X4', NON-DIRECTIONAL, ACOUSTICAL
CEILING. REV. 1

The office ceiling height shall be 9'-0".

Section 9D - Drywall
--------------------

THE INTERIOR WALLS OF OFFICE AREA WILL BE INSULATED WITH SOUND INSULATION. REV.
2



* The drywall partitions shall consist of 3 5/8", 25 gauge metal studs at 24"
  O.C. with one (1) layer of 5/8" drywall each side.

* The exterior walls of the office shall be furred with METAL STUDS REV. 2 with
  rigid or batt insulation (R-19) REV. 2. Provide 5/8" drywall.

* The office area columns shall be furred with drywall enclosures.

* Provide double studs at all jamb conditions.

* Provide sound attenuation blankets within partitions at executive offices,
  conferences rooms, computer rooms and security.

* REV. 1 Provide drywall ceilings at all restroom and miscellaneous office
  locations.

Section 9E - Ceramic/Quarry Tile
--------------------------------

*  2"x 2" ceramic floor tile shall be provided at the office toilets.

2"X2" CERAMIC FLOOR TILE SHALL BE PROVIDED AT THE WAREHOUSE TOILETS. REV. 1

*  4"x 4" ceramic wall tile shall be provided at all office toilet wet walls.

4"X4" CERAMIC WALL TILE SHALL BE PROVIDED AT ALL WAREHOUSE TOILET WET WALLS.
REV. 1

*  12"x12" granite tile shall be provided at the lobby area in conjunction
with carpet.

                                      14
<PAGE>
 
Section 9F - Carpeting
----------------------

* Included a $20/SQ.YD. REV. 1 allowance for material and installation.
The carpet shall be a minimum 28 oz. level loop.

                           DIVISION 10 - SPECIALTIES

Section 1OA - Toilet Partitions and Accessories
-----------------------------------------------

* Toilet partitions in the office REV. 1 areas shall have a baked enamel finish.

WAREHOUSE TOILET PARTITIONS TO BE FLOOR-MOUNTED, STAINLESS STEEL TYPE. REV. 1

* REV. 1 Toilet accessories to be recessed or semi-recessed and brushed
stainless steel finish.

* REV. 1 One (1) set of handicapped accessories shall be provided at each public
toilet.

Section lOB - Miscellaneous Signage
-----------------------------------

$2,500 allowance is included for interior signage.

Provide handicap signage as required by Code.

Provide indication signage at restrooms.

Section 10C - Lockers/Benches
-----------------------------

* REV. 1 Provide double tier lockers (430 total lockers at 12"W x 18"D x 36'H).

Section 10D - Interior Fencing
------------------------------

Provide 8'-0" high galvanized fence surrounding the Security Active Storage Area
(1000Lf).

Provide two (2) 10'-0" wide gates.

Provide four (4) cutouts for conveyor pass through locations.

Section 10E - Access Flooring
-----------------------------

* Provide access flooring at computer room.

                            DIVISION 11 - EQUIPMENT
                            
Section 1lA - Dock Levelers
----------------------------

Provide SEVENTEEN (17) REV. 2 7'X8' recessed dock levelers; McGuire, KELLEY
REV. 1 or Rite-Hite, 30,000# REV. 2 hydraulic dock levelers or equal.

                                      15
<PAGE>
 
Section 11B - Dock Seals
-------------------------

Provide SEVENTEEN (17) REV. 2 dock shelter/seals at overhead dock doors with
heavy-duty, urethane coated nylon covering and truck bumpers. Kelley or equal.

Section 11C - Dock Lights
--------------------------

SEVENTEEN (17) REV. 2 150W dock "swing" lights, fans and receptacles (two duplex
outlets) are included at overhead doors.

Section 11D - Trailer Restraints
--------------------------------

Provide SEVENTEEN (17) REV. 2 trailer restraints for recessed dock leveler
locations; McGuire MTR-1 / MTR-2 or equal trailer locks/restraints.
Communication sign package or strobe light is included.

                           DIVISION 12 - FURNISHINGS

Section 12A - Window Treatment
------------------------------

* Provide 1" metal leveler or equal, mini-blinds at all exterior and interior
  windows IN THE OFFICE AREA. REV. 2

Section 12B - Entrance Mat
---------------------------

* Vestibule will have ped-i-mat type entrance mat and frame.

                           DIVISION 15 - MECHANICAL

Section 15A - Fire Protection Systems
-------------------------------------

Work shall begin at the split in the 12 in. combination fire and domestic water
service and shall include but not be limited to the following:

     Underground piping, valves, hydrants, fittings and blocking.

     Backflow preventor.

     Standard wet pipe sprinkler system for office, employee entrance,
     returns/packing, shipping, receiving/QA, service rooms and mechanical
     rooms.

     ESFR west pipe sprinkler system for the reserve storage area.

     Large drop wet pipe sprinkler systems for the active storage area.

     Fire pump and all associated equipment.

     PROVIDE SPRINKLER PROTECTION UNDER ACTIVE AND RETURN AREA MEZZANINES. REV.
     1

                                      16
<PAGE>
 
Section 15A - Fire Protection System - continued
------------------------------------------------

     PROVIDE A ENERGYN GAS SYSTEM IN OFFICE AREA COMPUTER ROOM. REV. 1

References
----------
All work will be designed and installed in accordance with all applicable codes
and referenced design standards and Factory Mutual recommendations.

     1.  1996 BOCA National Building Code         
     2.  1994 Life Safety Code                    
     3.  NFPA 13, Sprinkler Systems               
     4.  NFPA 20, Centrifugal Fire Pumps          
     5.  NFPA 22, Water Storage Tanks             
     6.  NFPA 24, Private Fire Service Mains      
     7.  NFPA 231, General Indoor Storage         
     8.  NFPA 231C, Rack Storage                  

System Description
------------------

* OFFICE, RESTROOMS and LOCKER ROOMS: (Standard Wet Pipe)
  ----------------------------------                     

     Density -0.10 gpm/sq.ft.

     Operating Area - 1,500 sq.ft.

     Temperature Rating/Orifice Size - 165 degrees F /1/2"

     Hose Stream Allowance - 250gpm

RETURN/PACKING, SHIPPING, RECEIVING/QA, SERVICE ROOMS and MECHANICAL ROOMS:
--------------------------------------------------------------------------
(Standard Wet Pipe)

     Density -0.20 gpm/sq.ft.

     Operating Area - 3,000 sq.ft.

     Temperature Rating/Orifice Size - 165 degrees F /17/32"

     Hose Stream Allowance - 500gpm

RESERVE (ESFR)
-------------

     Minimum end head pressure - 75psi

     Minimum number of sprinkler calculated - twelve (12) hydraulically most
     remote sprinklers, four (4) per branchline

     Temperature Rating/Sprinkler Type - 165 degrees F / ESFR

                                      17
<PAGE>
 
Section 15A - Fire Protection System - continued
------------------------------------------------

     Hose Stream Allowance - 250gpm

ACTIVE: (Large Drop)
------              

     Minimum end head pressure - 50psi

     Minimum number of sprinkler calculated - twenty (20)

     Temperature Rating/Sprinkler Type - 165 degrees F / Large Drop

     Hose Stream Allowance - 250gpm

Quality Assurance
-----------------
Equipment and components not specifically specified will be listed by
Underwriter's Laboratories, Inc. and Factory Mutual approved for fire protection
systems installation.

Section 15B - Heating, Ventilating and Air Conditioning
--------------------------------------------------------

* Provide packaged rooftop units with electric cooling and gas heating to
  maintain 78 degrees at 86/70 and 68 degrees at -10 degrees in the general
  office, service rooms, and employee entrance area. Each unit to be equipped
  with roof curb, manual outside air damper, throwaway filters, and temperature
  sensor, REV. 2

THE ENERGY MANAGEMENT SYSTEM WILL CONTROL THE RTU IN THE WAREHOUSE. REV. 2

Thirty-six (36) rooftop units (nominal 900 tons total cooling capacity) with
electric cooling and gas heating to maintain 78 degrees at 86/70 and 68 degrees
at -10 degrees in the returns/packaging, shipping, receiving/QA reserve and
active areas including the mezzanine above the active. Each unit to be equipped
with roof curb, manual outside air damper, throwaway filters and temperature
sensor.

ACTIVE AREA AIR DISTRIBUTION TO BE ACCOMPLISHED BY A "DUCTED" AIR MOVEMENT
SYSTEM. REV. 1

Three (3) toilet, locker, and janitor closet exhaust system ducted to the
outside per code.

One (1) battery charging exhaust system ducted to the outside per code.

Two (2) electric entry heaters with integral thermostat.

* REV. 1Rectangular and spiral ductwork with associated perforated supply
       air registers, eggcrate type return air grilles, and flexible ductwork.
       Ductwork to be insulated as required to avoid noise and condensation.
       Plenum area above ceiling to be utilized for return air.

                                      18
<PAGE>
 
Section 15B - Heating, Ventilating and Air Conditioning - continued
-------------------------------------------------------------------

Start, check and balance entire system. Standard one year warranty on entire
system. Four year extended warranty on refrigeration compressors only. Balancing
to be performed by NEBB certified contractor.

Hoisting of mechanical equipment.

Controls only.

Permits and inspection fees.

Gas piping from gas meter with minimum 10# pressure to mechanical units. Gas
piping to be located on the roof with expansion loops as required.

Mechanical drawings prepared by professional engineer registered in the State of
New Hampshire.

OFFICE AND WAREHOUSE REV. 2 HVAC WILL BE CONTROLLED BY THE ANDOVER ENERGY
MANAGEMENT SYSTEM. REV. 1

Section 15C - Plumbing
-----------------------

Domestic Water System - A new 3" service (beginning 5' outside the building)
will be stubbed up and valved in the utility room then distributed to serve the
needs of the facility.

Sanitary, Waste and Vent - To be provided as required with 6" sanitary line
terminating 5' outside the building.

* MAIN OFFICE REV. 1 Fixtures: (per Code Allowables)
  ------------------------------------------------- 
Automatic valve fixtures.
Sinks.
Showers.
Floor drains.
Eye wash stations.

WAREHOUSE OFFICE FIXTURES:  REV. 1
-------------------------        

PER MITCHELL HUGEBACK DRAWINGS DATED 10/14/97. REV. 1

* REV. 1 Equipment:
         --------- 
* REV. 1 Domestic water heaters; provide (4) REV. 1 40 gallon IN WAREHOUSE,
*(6) IN MAIN OFFICES

Wall hydrant - Woodford Model #25C, freeze proof, vacuum breaker (4 included).
* REV. 1 Electric water coolers; provide (6) REV. 1 in plant/warehouse area
and *(6) in office areas.
(2) hose bibbs at battery charging area.
Acid dilution sump.
Interior roof drains with overflows.

                                      19
<PAGE>
 
                         DIVISION 16 - ELECTRICAL WORK

Section 16A - Electric
----------------------

Base Building Scope
-------------------
The pad mounted transfer, by utility company, will be located 5'-0" from
building as indicated on drawing No. El.

The incoming underground electric service to the building is rated at 7OOOAMP,
277/480/3/4 wire derived from a new utility company pad mounted transfer.

Power distribution:
------------------ 
(1)4000 AMP and (1)4000 REV. 2 AMP (8000 REV. 2 AMP total), 277/480/3/4
distribution panelboard located at the office/warehouse (transformers supplied &
installed by utility).

(6) 400A, 277/480/3/4 lighting and power panelboards.

* (2) 225A, 277/480/3/4 lighting and power panelboards.

* (1) 1OOA, 277/480/3/4 lighting panelboard.

(3) 75KVA transformer.

* (1) 45KVA transformer.

* (1) 3OKVA transformer.

NOTE:  Refer to drawing No. E3 for additional power distribution.
----                                                             

Service up to and including the main distribution panels is to be sized to
support a 25% expansion with the base building system, plus capability to add
50% expansion at a future date.

Provide an 275 KW emergency generator. Generator shall support emergency
lighting, security, phone system PBX, PA system and computer system requirements
in event of a loss of power.

One (1)4" PVC conduit for the incoming underground electric service will be
stubbed to the property line for utility company by the utility company.

The electrical requirements for the mechanical are based on the mechanical
specifications.

Thermostats and duct detectors furnished by mechanical contractor, installed by
electrical contractor.

Starter for exhaust fans furnished and installed.

Proposal based on the following list of electrical devices:

                                      20
<PAGE>
 
Section 16A - Electric - continued
----------------------------------

*    MAIN REV. 1 Offices:
     ------------------- 

(550) REV. 1 2' x 4' parabolic, 3-lamp with modular wiring

(120) REV. 1 Switches

(285) REV. 1 Duplex outlets


WAREHOUSE OFFICES REV. 1
-----------------      

(210)2' X 4', PRISMATIC LIGHTS
(50) SWITCHES
(120) DUPLEX OUTLETS

Warehouse:
--------- 
(245)400W, super metal halide fixtures
(60)1000W super metal halide fixtures
(1,514) 8'-0" 2-lamp, high output, fluorescent strips at ceiling of Active 
mezzanine.
( 36) Double duplex receptacles at loading docks and future loading dock
locations.
(17) REV. 2 Installation of dock lights.
(17) REV. 2 Installation of dock restraints.
(100) Dedicated duplex receptacles located at conveyor control panels.
(180) Telephone/data stub-ups in warehouse - Refer to unit price for stub-ups
within office area
Central clock system - conduit rough-in only.
Video monitoring - conduit rough-in only interior and exterior.
Door monitoring - conduit rough-in only.

Wiring of Owner furnished equipment:
----------------------------------- 

(20) Battery chargers at 25AMPS AT 480VOLT REV. 2 each.
( 1) Compactor
( 3) Air compressors
( 1) Installation of one (1) 15KVA UPS furnished by others.

Site Lighting:
------------- 
(17) 400W high pressure sodium wall packs
( 1) 2-head 1000W high pressure sodium flood on 30' pole
( 4) 3-head 1000W high pressure sodium floods on 30' poles
( 5) 2-head 1000W high pressure sodium "shoe box" fixtures on 30' poles
( 4) 1-head 1000W high pressure sodium "shoe box" fixtures on 30' poles

Telephone Service:
----------------- 
Telephone distribution system, along with a 2x4 plywood terminal board, will be
provided at the electrical service entrance panelboard with all cable and
conduit stub-ups furnished and installed by others.

Two (2) 4" PVC conduit for the incoming underground telephone system will be
stubbed to the property line.

One (1) dedicated duplex receptacle at the main telephone plywood.

                                      21
<PAGE>
 
Section 16A - Electric - continued
----------------------------------- 

Proposal based on the entire building being covered by an automatic sprinkler
system.

Paging System:
------------- 
Single zone paging system tied into the telephone system for paging within
office areas and specified areas within the warehouse.

Temporary electric power rated at 600 AMP, 120/240/1/3 wire, including interior
lighting for construction and 120 volt, 1 phase power for small hand tools, is
included within our proposal.

"MC" type cable will be utilized for all branch circuit wiring where possible.

All cabling for the incoming electrical service and panelboards will be aluminum
type "XHHW" conductors.

Switching of lighting in production/warehouse areas will be done at central
lighting panels.

CONVEYOR SYSTEM REV. 1
---------------     
AN ALLOWANCE OF $321,194 (EXCLUDING GENERAL CONDITIONS AND OVERHEAD AND PROFIT)
IS INCLUDED FOR ALL CONVEYOR POWER WIRING AND DISTRIBUTION IN THE WAREHOUSE
AREA. REV. 1

EXCLUSIONS
----------
Site grading or compaction.

Storage Racking

Concrete Paving at parking areas.

Intercom or Security System equipment or wiring (conduit only).

Environmental report (supplied by owner)

Skylights/smoke vents/draft curtains.

Process piping/compressor piping.

Floor striping.

Exterior concrete sealer.

REV. 1

Asphalt sealer. 

Equipment pads or foundations.

                                      22
<PAGE>
 
EXCLUSIONS - continued
----------------------

Compressors.

Battery charger equipment.

Unforeseen or unusual underground soils conditions.

Water treatment system (other than sump).

Telephone or computer wiring (conduit stub-ups only).

Buss duct.

Electric/plumbing requirements for equipment

Conveyor fire doors.

Rev. 1

RTU screens.

Rev. 1
 
Electrical Exclusions:
----------------------
 
Central clock (conduit only)

Rev. 1

                                      23
<PAGE>
 
                                                                       EXHIBIT C
                                                                       ---------

                                 DM MANAGEMENT
                                 -------------
                         425,270 SF DISTRIBUTION CENTER
                         ------------------------------
                                  Dec. 24 1997
                                  ------------

<TABLE>
<CAPTION>
                                                                            CONTROL       COST
  02000        SITE WORK                                                    BUDGET       PER/SF
================================================================================================    
<S>            <C>                                                         <C>           <C>        
  02050        Demolition / Site Clearing Allowance                          2,200        0.01      
------------------------------------------------------------------------------------------------    
  02200        Earthwork Allowance                                          68,200        0.16      
------------------------------------------------------------------------------------------------    
  02210        Finish Grading Curbs & Islands                               38,274        0.09      
------------------------------------------------------------------------------------------------    
  02300        Surface Water Control                                         5,125        0.01      
------------------------------------------------------------------------------------------------    
  02500        Asphalt Paving and Striping                                 321,060        0.75      
------------------------------------------------------------------------------------------------    
  02510        Concrete Paving & Curbs                                     219,940        0.52      
------------------------------------------------------------------------------------------------    
  02605        Sanitary Sewer                                               65,500        0.15      
------------------------------------------------------------------------------------------------    
  02660        Water Distribution                                          183,640        0.43      
------------------------------------------------------------------------------------------------    
  02680        Gas Main to Building                                              0        0.00      
------------------------------------------------------------------------------------------------    
  02700        Storm Sewers                                                268,979        0.63      
------------------------------------------------------------------------------------------------    
  02780        Electric Co. Charges - Excluded                                   0        0.00      
------------------------------------------------------------------------------------------------    
  02781        Underground Electric Conduit                                      0        0.00      
------------------------------------------------------------------------------------------------    
  02800        Misc. Site Improvements                                      13,000        0.03      
------------------------------------------------------------------------------------------------    
  02802        Pump House                                                        0        0.00      
------------------------------------------------------------------------------------------------    
  02806        8' Galvanized Fencing                                             0        0.00      
------------------------------------------------------------------------------------------------    
  02808        Flag Poles                                                        0        0.00      
------------------------------------------------------------------------------------------------    
  02850        Landscaping Allowance                                       175,000        0.41      
------------------------------------------------------------------------------------------------    
  02900        Irrigation Allowance                                         75,000        0.18      
------------------------------------------------------------------------------------------------    
               SITE WORK TOTAL                                           1,435,918        3.38
               ---------------------------------------------------------------------------------    
                                                                                                    
  02000        EARTHWORK                                                                              
================================================================================================    
  02220        Excavation and Backfill                                      47,636        0.11      
------------------------------------------------------------------------------------------------    
  02370        Piles and Caissons                                                0        0.00      
------------------------------------------------------------------------------------------------    
               EARTHWORK TOTAL                                              47,636        0.11      
               ---------------------------------------------------------------------------------    

  03000        CONCRETE                                                                               
================================================================================================ 
  03210        Reinforcing Steel                                            74,376        0.17      
------------------------------------------------------------------------------------------------    
  03300        Cast-in-place Concrete                                      514,395        1.21      
------------------------------------------------------------------------------------------------    
  03345        Cement Flatwork                                           1,187,619        2.79      
------------------------------------------------------------------------------------------------    
  03350        Warehouse Floor joints w/ MM8O Sealer                             0        0.00      
------------------------------------------------------------------------------------------------    
  03355        Warehouse Floor Sealer - Ashford                             24,658        0.06      
------------------------------------------------------------------------------------------------    
  03400        TiltUp Concrete Wall Panels                               1,609,532        3.78      
------------------------------------------------------------------------------------------------    
               CONCRETE TOTAL                                            3,410,580        8.02
               ---------------------------------------------------------------------------------
</TABLE>

2/17/98                         CLAYCO CONSTRUCTION                       PAGE 1
<PAGE>
 
<TABLE> 
<S>            <C>                                                         <C>                 <C>   
  04000        MASONRY                                                     
=====================================================================================================  

  04210        Masonry                                                     308,220             0.72 
----------------------------------------------------------------------------------------------------- 
               MASONRY TOTAL                                               308,220             0.72
               --------------------------------------------------------------------------------------

  05000        METALS                                                                          
----------------------------------------------------------------------------------------------------- 

  05120        Structural Steel                                            586,011             1.38 
----------------------------------------------------------------------------------------------------- 
  05200        Miscellaneous for Tilt-up Panels                             10,000             0.02
----------------------------------------------------------------------------------------------------- 
  05210        Steel Joists                                                766,716             1.80
----------------------------------------------------------------------------------------------------- 
  05300        Metal Decking                                               248,266             0.58
----------------------------------------------------------------------------------------------------- 
  05340        Structural Erection                                         400,627             0.94
----------------------------------------------------------------------------------------------------- 
  05580        Sheetmetal Fabrications                                           0             0.00
----------------------------------------------------------------------------------------------------- 
               METALS TOTAL                                              2,011,620             4.73                 
               -------------------------------------------------------------------------------------- 

  06000        WOOD & PLASTICS 
===================================================================================================== 

  06100        Rough Carpentry                                              35,606             0.08
----------------------------------------------------------------------------------------------------- 
  06200        Finish Carpentry                                                  0             0.00              
----------------------------------------------------------------------------------------------------- 
               WOOD & PLASTICS TOTAL                                        35,606             0.08 
               -------------------------------------------------------------------------------------- 

  07000        THERMAL & MOISTURE PROTECTION 
===================================================================================================== 

  07100        Waterproofing                                                     0             0.00
----------------------------------------------------------------------------------------------------- 
  07200        Insulation                                                    2,200             0.01  
----------------------------------------------------------------------------------------------------- 
  07500        Roofing                                                   1,224,250             2.88
----------------------------------------------------------------------------------------------------- 
  07600        Flashing and Sheet Metal                                     11,756             0.03
----------------------------------------------------------------------------------------------------- 
  07700        Skylights / Smoke Vents / Roof Hatch                          1,700             0.00   
----------------------------------------------------------------------------------------------------- 
  07920        Sealants and Caulking                                       143,542             0.34   
----------------------------------------------------------------------------------------------------- 
               MOISTURE PROTECTION TOTAL                                 1,383,448             3.25
               -------------------------------------------------------------------------------------- 

  08000        DOORS & WINDOWS                                                                 
===================================================================================================== 

  08200        Doors, Frames, and Hardware                                  12,586             0.03
----------------------------------------------------------------------------------------------------- 
  08300        Overhead Doors & Operators                                   40,230             0.09  
----------------------------------------------------------------------------------------------------- 
  08800        Glass & Glazing                                             268,892             0.63
----------------------------------------------------------------------------------------------------- 
               DOORS & WINDOWS  TOTAL                                      321,708             0.76
               -------------------------------------------------------------------------------------- 

  09000        FINISHES 
===================================================================================================== 

  09200        Framing and Drywall                                          22,035             0.05
----------------------------------------------------------------------------------------------------- 
  09500        Acoustical Treatment                                              0             0.00
----------------------------------------------------------------------------------------------------- 
  09650        Ceramic Flooring                                                  0             0.00
----------------------------------------------------------------------------------------------------- 
  09680        Carpet & Resilient Flooring                                       0             0.00 
----------------------------------------------------------------------------------------------------- 
  09900        Painting                                                    246,447             0.58   
----------------------------------------------------------------------------------------------------- 
  09950        Wall Covering & Zolotone Allowance                                0             0.00
----------------------------------------------------------------------------------------------------- 
               FINISHES TOTAL                                              268,482             0.63
               --------------------------------------------------------------------------------------

10000          SPECIALTIES
===================================================================================================== 
</TABLE>

2/17/98                       CLAYCO CONSTRUCTION                         PAGE 2
<PAGE>
 
<TABLE>
<S>                                                                      <C>               <C> 
  10150        Toilet Partitions and Acces.                                      0         0.00
------------------------------------------------------------------------------------------------- 
  10550        Metal Lockers                                                     0         0.00
------------------------------------------------------------------------------------------------- 
  10600        Interior Galvanized Fencing                                   9,340         0.02
------------------------------------------------------------------------------------------------- 
  10610        Appliances                                                        0         0.00
------------------------------------------------------------------------------------------------- 
  10900        Interior Signage & Directories                                2,500         0.01
------------------------------------------------------------------------------------------------- 
  10950        Exterior Signage Allowance                                   50,000         0.12
------------------------------------------------------------------------------------------------- 
               SPECIALTIES TOTAL                                            61,840         0.15   
               ---------------------------------------------------------------------------------- 

  11000        EQUIPMENT 
=================================================================================================  

  11160        Hydrualic Dock Levelers - 30,000# Capacity                   54,400         0.13
------------------------------------------------------------------------------------------------- 
  11162        Dock Levelers - Form Pits                                     8,517         0.02   
------------------------------------------------------------------------------------------------- 
  11164        Dock Locks                                                   20,400         0.05   
------------------------------------------------------------------------------------------------- 
  11165        Dock Seals                                                        0         0.00
------------------------------------------------------------------------------------------------- 
  11166        Dock Shelters                                                22,865         0.05   
------------------------------------------------------------------------------------------------- 
  11167        Dock Lights w/Fans                                            9,775         0.02  
------------------------------------------------------------------------------------------------- 
               EQUIPMENT TOTAL                                             115,957         0.27 
               ---------------------------------------------------------------------------------- 

  12000        FURNISHINGS
=================================================================================================  

  12510        Horizontal Blinds                                                 0         0.00   
------------------------------------------------------------------------------------------------- 
               FURNISHINGS TOTAL                                                 0         0.00
               ---------------------------------------------------------------------------------- 

  13000        SPECIAL CONSTRUCTION                                                               
=================================================================================================  

  13320        Emergency Generator                                          93,000         0.22
------------------------------------------------------------------------------------------------- 
               SPECIAL CONSTRUCTION TOTAL                                   93,000         0.22
               ---------------------------------------------------------------------------------- 

  14000        CONVEYING SYSTEMS     
=================================================================================================  

  14200        ELEVATOR                                                     45,000         0.11
------------------------------------------------------------------------------------------------- 
               CONVEYING SYSTEMS TOTAL                                      45,000         0.11
               ---------------------------------------------------------------------------------- 

  15000        MECHANICAL SYSTEMS       
=================================================================================================  

  15300        Fire Protection                                             578,913         1.36
------------------------------------------------------------------------------------------------- 
  15310        Booster Pumps                                                45,000         0.11
------------------------------------------------------------------------------------------------- 
  15400        Plumbing                                                    264,763         0.62
------------------------------------------------------------------------------------------------- 
  15500        HVAC                                                        835,889         1.97   
------------------------------------------------------------------------------------------------- 
               MECHANICAL SYSTEMS TOTAL                                  1,724,565         4.06
               ---------------------------------------------------------------------------------- 

  16000        ELECTRICAL                                                                      
=================================================================================================  

  16050        Electrical                                                1,669,337         3.93
------------------------------------------------------------------------------------------------- 
  16100        Site Lighting                                               100,860         0.24           
------------------------------------------------------------------------------------------------- 
               ELECTRICAL TOTAL                                          1,770,197         4.16
               ---------------------------------------------------------------------------------- 

  17000        CONSULTING SERVICES                                                         
=================================================================================================  

  17000        Preliminary Fees                                              7,500         0.02
------------------------------------------------------------------------------------------------- 
</TABLE>

2/17/98                        CLAYCO CONSTRUCTION                        PAGE 3
<PAGE>
 
<TABLE> 
<S>                                                                   <C>            <C>   
  17100  Architectural Services                                       75,000         0.18    
----------------------------------------------------------------------------------------- 
  17150  Code Review                                                  17,000         0.04     
----------------------------------------------------------------------------------------- 
  17200  Structural Services                                          55,000         0.13     
----------------------------------------------------------------------------------------- 
  17300  Mechanical-Electrical-Plumbing-Sprinklers                    40,000         0.09     
----------------------------------------------------------------------------------------- 
  17400  Civil Services                                               25,000         0.06    
----------------------------------------------------------------------------------------- 
  17470  Subsurface Soil Report                                            0         0.00     
----------------------------------------------------------------------------------------- 
  17600  Roofing Inspections                                           6,000         0.01     
----------------------------------------------------------------------------------------- 
  17600  Rendering                                                     2,400         0.01     
----------------------------------------------------------------------------------------- 
  17900  Reimbursables                                                 8,505         0.02    
-----------------------------------------------------------------------------------------
         CONSULTING SERVICES TOTAL                                   236,405         0.56
         ================================================================================
                                                                                             
  18000  TENANT FINISH                                                                             
----------------------------------------------------------------------------------------- 

  04210  Masonry                                                      67,125         0.16        
----------------------------------------------------------------------------------------- 
  06200  Finish Carpentry                                             17,679         0.04        
----------------------------------------------------------------------------------------- 
  08200  Hollow Metal Doors & Frames                                  29,026         0.07        
----------------------------------------------------------------------------------------- 
  08800  Glazing                                                       8,000         0.02        
----------------------------------------------------------------------------------------- 
  09200  Framing and Drywall                                          87,636         0.21        
----------------------------------------------------------------------------------------- 
  09300  Ceramic Tile                                                 27,332         0.06        
----------------------------------------------------------------------------------------- 
  09500  Acoustical Treatment                                         16,959         0.04        
----------------------------------------------------------------------------------------- 
  09650  Resilient Flooring                                           31,693         0.07        
----------------------------------------------------------------------------------------- 
  09680  Carpet Allowance                                                  0         0.00             
----------------------------------------------------------------------------------------- 
  09900  Painting                                                     14,477         0.03        
----------------------------------------------------------------------------------------- 
  10150  Toilet Partitions                                            24,393         0.06        
----------------------------------------------------------------------------------------- 
  10990  Miscellaneous Specialties                                    41,050         0.10    
----------------------------------------------------------------------------------------- 
  15300  0                                                                 0         0.00    
----------------------------------------------------------------------------------------- 
  15300  Fire Protection                                              15,484         0.04        
----------------------------------------------------------------------------------------- 
  15400  Plumbing                                                     69,350         0.16         
----------------------------------------------------------------------------------------- 
  15500  HVAC                                                         77,422         0.18            
----------------------------------------------------------------------------------------- 
  16050  Electrical                                                   85,356         0.20     
----------------------------------------------------------------------------------------- 
  16150  Tenant Finish Allowance                                   1,575,000         3.70               
----------------------------------------------------------------------------------------- 
  18001  Space Planning & Design                                      35,000         0.08             
-----------------------------------------------------------------------------------------
         TENANT FINISH TOTAL                                       2,222,982         5.22
         ================================================================================

  01000  GENERAL CONDITIONS                                                                          
----------------------------------------------------------------------------------------- 

  18010  Project Manager                                              55,500         0.13         
----------------------------------------------------------------------------------------- 
  18020  Field Superintendent                                        113,000         0.27        
----------------------------------------------------------------------------------------- 
  18025  Travel Expenses                                              88,500         0.21        
----------------------------------------------------------------------------------------- 
  18030  Drawing Reproduction & Progress Photos                        4,250         0.01        
----------------------------------------------------------------------------------------- 
  18040  Field Engineering & Layout                                   14,260         0.03        
----------------------------------------------------------------------------------------- 
  18060  Construction Cleaning & General Labor                        88,148         0.21        
----------------------------------------------------------------------------------------- 
  18100  Equipment Rental & Small Tools                               19,460         0.05        
----------------------------------------------------------------------------------------- 
  18200  Safety / Security / Miscellaneous                            27,781         0.07        
----------------------------------------------------------------------------------------- 
  18210  Winter Protection                                           285,000         0.67    
----------------------------------------------------------------------------------------- 
  18220  Temporary Roads                                              18,500         0.04        
----------------------------------------------------------------------------------------- 
  18240  Performance Bond                                                  0         0.00        
----------------------------------------------------------------------------------------- 
  18250  Building Permit Allowance                                    15,000         0.04    
-----------------------------------------------------------------------------------------
</TABLE> 

2/17/98                       CLAYCO CCONSTRUCTION                     PAGE 4
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>         <C>                                             <C>            <C> 
   18255    Builder's Risk Insurance                           10,360      0.02
---------------------------------------------------------------------------------
   18260    Quality Control & Testing                          36,923      0.09 
---------------------------------------------------------------------------------
   18270    Temporary Utilities                                21,935      0.05   
---------------------------------------------------------------------------------
            GENERAL CONDITIONS TOTAL                          798,617      1.88
---------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<CAPTION> 
---------------------------------------------------------------------------------
            Summary                                          Control      Cost
                                                             Budget      Per S/F
---------------------------------------------------------------------------------
<S>         <C>                                             <C>            <C> 
   02000    SITE WORK                                       1,435,918      3.38   
---------------------------------------------------------------------------------
   02000    EARTHWORK                                          47,636      0.11   
---------------------------------------------------------------------------------
   03000    CONCRETE                                        3,410,580      8.02
---------------------------------------------------------------------------------
   04000    MASONRY                                           308,220      0.72   
---------------------------------------------------------------------------------
   05000    METALS                                          2,011,620      4.73   
---------------------------------------------------------------------------------
   06000    WOOD & PLASTICS                                    35,606      0.08   
---------------------------------------------------------------------------------
   07000    THERMAL & MOISTURE PROTECTION                   1,383,448      3.25   
---------------------------------------------------------------------------------
   08000    DOORS & WINDOWS                                   321,708      0.76   
---------------------------------------------------------------------------------
   09000    FINISHES                                          268,482      0.63   
---------------------------------------------------------------------------------
   10000    SPECIALTIES                                        61,840      0.15   
---------------------------------------------------------------------------------
   11000    EQUIPMENT                                         115,957      0.27   
---------------------------------------------------------------------------------
   12000    FURNISHINGS                                             0      0.00
---------------------------------------------------------------------------------
   13000    SPECIAL CONSTRUCTION                               93,000      0.22   
---------------------------------------------------------------------------------
   14000    CONVEYING SYSTEMS                                  45,000      0.11
---------------------------------------------------------------------------------
   15000    MECHANICAL SYSTEMS                              1,724,565      4.06
---------------------------------------------------------------------------------
   16000    ELECTRICAL                                      1,770,197      4.16   
---------------------------------------------------------------------------------
   18000    TENANT FINISH                                   2,222,982      5.23   
---------------------------------------------------------------------------------
   17000    CONSULTING SERVICES                               236,405      0.56
---------------------------------------------------------------------------------
   01000    GENERAL CONDITIONS                                798,617      1.88
---------------------------------------------------------------------------------
            MISCELLANEOUS                                           0      0.00
---------------------------------------------------------------------------------
            OVERHEAD & PROFIT                                 896,047      2.11 
---------------------------------------------------------------------------------

           ---------------------------------------------------------------------
            TOTAL ESTIMATED                                17,187,828     40.43
           ---------------------------------------------------------------------
</TABLE> 

2/17/98                       CLAYCO CONSTRUCTION                         PAGE 5
<PAGE>
 
                                                                       EXHIBIT D
                                                                       ---------

DM MANAGEMENT
Office vs. Warehouse Comparison (REVISED 12/24/97R2)
 
<TABLE> 
<CAPTION> 
                                           WAREHOUSE AND         MAIN OFFICE AND                     
SITE WORK                                WAREHOUSE OFFICES     CONNECTING CORRIDOR      TOTAL PROJECT 
<S>                                      <C>                   <C>                      <C>        
Demolition / Site Clearing Allowance          $    2,200               $      0           $    2,200  
Earthwork Allowance                           $   29,600               $  3,600           $   33,200  
Detention Pond                                $   35,000               $      0           $   35,000  
Finish Grading Curbs & Islands                $   34,147               $  4,127           $   38,274  
Surface Water Control                         $    5,125               $      0           $    5,125  
Asphalt Paving and Striping                   $  181,184               $139,876           $  321,060  
Concrete Paving & Curbs                       $  202,850               $ 17,090           $  219,940  
Sanitary Sewer                                $   65,500               $      0           $   65,500  
Water Distribution                            $  141,550               $ 42,090           $  183,640  
Gas Main to Building                          $        0               $      0           $        0  
Storm Sewers                                  $  194,419               $ 74,560           $  268,979  
Electric Co. Charges - Excluded               $        0               $      0           $        0  
Underground Electric Conduit                  $        0               $      0           $        0  
Misc. Site Improvements                       $   13,000               $      0           $   13,000  
Pump House                                    $        0               $      0           $        0  
8' Galvanized Fencing                         $        0               $      0           $        0  
Flag Poles                                    $        0               $      0           $        0   
Landscaping Allowance                         $   50,000               $125,000           $  175,000  
Irrigation Allowance                          $   25,000               $ 50,000           $   75,000 
                                                                       --------           ---------- 
SITE WORK TOTAL                               $  979,575               $456,343           $1,435,918  
 
EARTHWORK
 
Excavation and Backfill                       $   37,353               $ 10,283           $   47,636  
Piles and Caissons                            $        0               $      0           $        0  
                                                                       --------
EARTHWORK TOTAL                               $   37,353               $ 10,283           $   47,636   
 
CONCRETE
 
Reinforcing Steel                             $   64,946               $  9,430           $   74,376   
Cast-in-place Concrete                        $  447,790               $ 66,605           $  514,395  
Cement Flatwork                               $1,077,953               $109,666           $1,187,619  
Warehouse Floor joints w/ MM8O Sealer         $        0               $      0           $        0  
Warehouse Floor Sealer - Ashford              $   24,658               $      0           $   24,658  
TiltUp Concrete Wall Panels                   $1,412,272               $197,260           $1,609,532  
                                                                       --------                       
CONCRETE TOTAL                                $3,027,619               $382,961           $3,410,580   
 
MASONRY

Masonry                                       $  308,220               $      0           $  308,220  
                                                                       --------           ---------- 
MASONRY TOTAL                                 $  308,220               $      0           $  308,220  
                                                         
METALS                                                   
                                                         
Structural Steel                              $  432,294               $153,717           $  586,011   
Miscellaneous for Tilt-up Panels              $    6,000               $  4,000           $   10,000  
Steel Joists                                  $  635,500               $131,216           $  766,716   
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
<S>                                           <C>         <C>       <C>
Metal Decking                                 $  234,367  $ 13,899  $  248,266
Structural Erection                           $  304,416  $ 96,211  $  400,627
Sheetmetal Fabrications                       $        0  $      0  $        0
                                                          --------  ----------
METALS TOTAL                                  $1,612,577  $399,043  $2,011,620
 
WOOD & PLASTICS
Rough Carpentry                               $   25,211  $ 10,395  $   35,606
Finish Carpentry                              $        0  $      0  $        0
                                                          --------  ----------
WOOD & PLASTICS TOTAL                         $   25,211  $ 10,395  $   35,606
 
THERMAL & MOISTURE PROTECTION
Waterproofing                                 $        0  $      0  $        0
Insulation                                    $        0  $  2,200  $    2,200
Roofing                                       $  642,250  $582,000  $1,224,250
Flashing and Sheet Metal                      $   11,756  $      0  $   11,756
Skylights / Smoke Vents / Roof Hatch          $      850  $    850  $    1,700
Sealants and Caulking                         $  130,500  $ 13,042   $ 143,542
                                                          --------  ----------
MOISTURE PROTECTION TOTAL                     $  785,356  $598,092  $1,383,448
 
DOORS & WINDOWS
Doors,Frames,and Hardware                     $   12,586  $      0  $   12,586
Overhead Doors & Operators                    $   40,230  $      0  $   40,230
Glass & Glazing                               $   82,836  $186,056  $  268,892
                                                          --------  ----------
DOORS & WINDOWS TOTAL                         $  135,652  $186,056  $  321,708
 
FINISHES
Framing and Drywall                           $    2,400  $ 19,635  $   22,035
Acoustical Treatment                          $        0  $      0  $        0
Ceramic Flooring                              $        0  $      0  $        0
Carpet & Resilient Flooring                   $        0  $      0  $        0
Painting                                      $  227,810  $ 18,637  $  246,447
Wall Covering & Zolotone Allowance            $        0  $      0  $        0
                                                          --------  ----------
FINISHES TOTAL                                $  230,210  $ 38,272  $  268,482
 
SPECIALTIES
Toilet Partitions and Acces.                  $        0  $      0  $        0
Metal Lockers                                 $        0  $      0  $        0
Interior Galvanized Fencing                   $    9,340  $      0  $    9,340
Appliances                                    $        0  $      0  $        0
Interior Signage & Directories                $        0  $  2,500  $    2,500
Exterior Signage Allowance                    $   25,000  $ 25,000  $   50,000
                                                          --------  ----------
SPECIALTIES TOTAL                             $   34,340  $ 27,500  $   61,840
 
EQUIPMENT
Hydrualic Dock Levelers - 30,000# Capacity    $   54,400  $      0  $   54,400
Dock Levelers - Form Pits                     $    8,517  $      0  $    8,517
Dock Locks                                    $   20,400  $      0  $   20,400
Dock Seals                                    $        0  $      0  $        0
</TABLE>
<PAGE>
 
<TABLE> 
<S>                                          <C>         <C>       <C> 
Dock Shelters                                $   22,865  $      0  $     22,865
Dock Lights w/Fans                           $    9,775  $      0  $      9,775
                                                         --------  ------------
EQUIPMENT TOTAL                              $  115,957  $      0  $    115,957
 
FURNISHINGS

Horizontal Blinds                            $        0  $      0  $          0
                                             ----------  --------- ------------
FURNISHINGS TOTAL                            $        0  $      0  $          0
 
SPECIAL CONSTRUCTION

Emergency Generator                          $   70,000  $ 23,000  $     93.000
                                             ----------  --------  ------------
SPECIAL CONSTRUCTION TOTAL                   $   70,000  $ 23,000  $     93,000
 
CONVEYING SYSTEMS

ELEVATOR                                     $        0  $ 45,000  $     45,000
                                                         --------  ------------
CONVEYING SYSTEMS TOTAL                      $        0  $ 45,000  $     45,000

MECHANICAL SYSTEMS                           $        0
Fire Protection                              $  495,758  $ 83,155  $    578,913
Booster Pumps                                $   45,000  $      0  $     45,000
Plumbing                                     $  232,763  $ 32,000  $    264,763
HVAC                                         $  835,889  $      0  $    835,889
                                                         --------  ------------
MECHANICAL SYSTEMS TOTAL                     $1,609,410  $115,155  $  1,724,565
 
ELECTRICAL

Electrical                                   $1,494,747  $174,590  $  1,669,337
Site Lighting                                $   63,260  $ 37,600  $    100,860
                                                         --------  ------------
ELECTRICAL TOTAL                             $1,558,007  $212,190  $  1,770,197
 
CONSULTING SERVICES

Preliminary Fees                             $    7,500  $      0  $      7,500
Architectural Services                       $   50,000  $ 25,000  $     75,000
Code Review                                  $   13,600  $  3,400  $     17,000
Structural Services                          $   38,500  $ 16,500  $     55,000
Mechanical-Electrical-Plumbing-Sprinklers    $   32,000  $  8,000  $     40,000
Civil Services                               $   25,000  $      0  $     25,000
Subsurface Soil Report                       $        0  $      0  $          0
Roofing Inspections                          $    4,000  $  2,000  $      6,000
Rendering                                    $    2,400  $      0  $      2,400
Reimbursables                                $    7,588  $    917  $      8,505
                                                         --------  ------------
CONSULTING SERVICES TOTAL                    $  180,588  $ 55,817  $    236,405
 
 
TENANT FINISH
Masonry                                      $   67,125  $      0  $     67,125
Finish Carpentry                             $   17,679  $      0  $     17,679
Hollow Metal Doors & Frames                  $   29,026  $      0  $     29,026
Glazing                                      $    8,000  $      0  $      8,000
</TABLE>
<PAGE>
 
<TABLE>
<S>                                       <C>          <C>         <C>
Framing and Drywall                       $    87,636  $        0  $    87,636
Ceramic Tile                              $    27,332  $        0  $    27,332
Acoustical Treatment                      $    16,959  $        0  $    16,959
Resilient Flooring                        $    31,693  $        0  $    31,693
Carpet Allowance                          $         0  $        0  $         0
Painting                                  $    14,477  $        0  $    14,477
Toilet Partitions                         $    24,393  $        0  $    24,393
Miscellaneous Specialties                 $    41,050  $        0  $    41,050
                                          $         0  $        0  $         0
Fire Protection                           $    15,484  $        0  $    15,484
Plumbing                                  $    69,350  $        0  $    69,350
HVAC                                      $    77,422  $        0  $    77,422
Electrical                                $    85,356  $        0  $    85,356
Tenant Finish Allowance                   $         0  $1,575,000  $ 1,575,000
Space Planning & Design                   $         0  $   35,000  $    35,000
                                                       ----------  -----------
TENANT FINISH TOTAL                       $   612,982  $1,610,000  $ 2,222,982
 
 
GENERAL CONDITIONS
Project Manager                           $    40,500  $   15,000  $    55,500
Field Superintendent                      $    48,300  $   64,700  $   113,000
Travel Expenses                           $    59,350  $   29,150  $    88,500
Drawing Reproduction & Progress Photos    $     3,250  $    1,000  $     4,250
Field Engineering & Layout                $    12,820  $    1,440  $    14,260
Construction Cleaning & General Labor     $    70,457  $   17,691  $    88,148
Equipment Rental & Small Tools            $    13,900  $    5,560  $    19,460
Safety / Security / Miscellaneous         $     9,193  $   18,588  $    27,781
Winter Protection                         $   230,350  $   54,650  $   285,000
Temporary Roads                           $    18,500  $        0  $    18,500
Performance Bond                          $         0  $        0  $         0
Building Permit Allowance                 $    10,000  $    5,000  $    15,000
Builder's Risk Insurance                  $    10,360  $        0  $    10,360
Quality Control & Testing                 $    36,923  $        0  $    36,923
Temporary Utilities                       $    12,875  $    9,060  $    21,935
                                                       ----------  -----------
GENERAL CONDITIONS TOTAL                  $   576,778  $  221,839  $   798,617

Overhead & Profit (5.5 %)                 $   653,787  $  242,260  $   896,047


Totals                                    $12,553,622  $4,634,206  $17,187,828
                                          $     33.09  $   101.06  $     40.42
 
</TABLE>