Exhibit 10.41
 CONFIDENTIAL MATERIALS
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE 
COMMISSION. ASTERISKS DENOTE OMISSIONS.
 AIA ® Document A141 TM  2004
 Standard Form of Agreement Between Owner and Design-Builder
 AGREEMENT  (In words, indicate day, month and year.)
 BETWEEN  (Name, legal status, address and other information)
 
 (Name, legal status, address and other information)
 
 (Name, location and detailed description)
   ADDITIONS AND DELETIONS:
 Additions and Deletions Report
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TABLE OF ARTICLES
 1
    
    THE DESIGN-BUILD DOCUMENTS2
    
    WORK OF THIS AGREEMENT3
    
    DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION4
    
    CONTRACT SUM5
    
    PAYMENTS6
    
    DISPUTE RESOLUTION7
    
    MISCELLANEOUS PROVISIONS8
    
    ENUMERATION OF THE DESIGN-BUILD DOCUMENTSTABLE OF EXHIBITSA
    
    TERMS AND CONDITIONSB
    
    DETERMINATION OF THE COST OF THE WORKC
    
    INSURANCE AND BONDSD
    
    SALES TAX EXEMPTION LETTER
 ARTICLE 1 THE DESIGN-BUILD DOCUMENTS
 § 1.1
 § 1.2
 § 1.3
 ARTICLE 2 THE WORK OF THE DESIGN-BUILD CONTRACT
 § 2.1
 § 2.2 PRECONSTRUCTION PHASE
§ 2.2.1 PRELIMINARY EVALUATION
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§ 2.2.2 CONSULTATION
  § 2.2.3 PRELIMINARY PROJECT SCHEDULE
  § 2.2.4 PHASED CONSTRUCTION
  § 2.2.5 CONTRACTORS AND SUPPLIERS
  § 2.2.5.1
    
    The Design-Builder shall develop bid packages for the components of the Work and prepare
a list of qualified bidders for each component of the Work not being performed by
Design-Builder. The bid list and bid packages shall be subject to approval, modification and
additions by the Owner and Development Manager. Whenever practical, the Design-Builder shall
obtain at least three (3) bids from qualified bidders for each contracting or subcontracting
trade in excess of ** (the Major Contractors). The Design-Builder shall ensure that the
drawings and specifications included in the bid package are complete and up to date and shall
include an appropriate contract form approved by the Development Manager and Owner for
inclusion in the solicitation. The Design-Builder shall ensure that the final solicitation
package includes all accepted comments, changes and corrections from the final design review.
 § 2.2.5.2
    
    The Design-Builder shall review all accepted bids for completeness, responsiveness, scope
overlaps and omissions, prepare a record of bidding and detailed bid analysis in a spreadsheet
format, and recommend to the Development Manager and Owner, those Contractors and material
suppliers necessary and sufficient to provide a completed and fully operational Project in
accordance with the Contract Documents and the Project Budget. The Development Manager and
Owner reserve the right to be present during the contractor bid and clarification process, and
shall have the right to review all bids. The Design-Builder shall review all Contractors
proposed substitutions for suitability and cost effectiveness, financial strength, past
performance, current work load, and shall make corresponding recommendations to the Owner.
The final selection shall be made by the Design-Builder, subject to the Owners right to
reject any Contractor or supplier recommended by the Design-Builder. In the event of such
rejection, the Design-Builder shall select another contractor or supplier acceptable to the
Owner. The Design-Builder shall work closely with the Owner and Development Manager to
identify potential areas of cost savings that can be achieved, and shall negotiate all final
contracts in the Owners best interests.
 
 **
    
    This portion has been redacted pursuant to
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§ 2.2.5.3
    
    Design-Builder shall also identify all portions of the Work to be performed by
Design-Builders own personnel and shall provide a sufficiently detailed summary of the cost
thereof for Owner and Development Manager to analyze such cost.
 § 2.2.6 LONG-LEAD-TIME ITEMS
  § 2.2.7 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION
  § 2.2.8 DESIGN REVIEW
  § 2.2.9 REPORTING REQUIREMENTS
  § 2.2.10 QUALITY ASSURANCE AND QUALITY CONTROL PLAN
  § 2.2.11 ENVIRONMENTAL CONTROL PLAN
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§ 2.2.12 OCCUPANCY
  § 2.2.13 DESIGN-BUILDERS ADDITIONAL DUTIES
  § 2.2.14 OTHER PRE-CONSTRUCTION SERVICES
  1.
    
    Attendance at all weekly meetings (by key personnel who are fully knowledgeable
of and familiar with the current Project status and authorized to make decisions and
statements to maintain effective progress and have the authority to bind
Design-Builder) during the design stages;2.
    
    Participating (by key personnel who are fully knowledgeable of and familiar
with current Project status and authorized to make decisions and statements to maintain
effective progress and have the authority to bind Design-Builder) in review of the
plans and specifications and preparation of required formal submissions of detailed
reports to Owner and Development Manager including, but not limited to, a budget
estimate, detailed schedule, value engineering options with associated costs, and
constructability analysis for each Design Stage.3.
    
    Detailed review of existing construction budgets prepared by or for Owner.
Design-Builders review shall also include a comparison of Design-Builders estimates
with those estimates provided by others.4.
    
    Continuous cost estimating and value engineering services through the
Preconstruction Phases;5.
    
    Preliminary long lead list and pre-purchasing of long lead time items
(including submittal process);6.
    
    All schedules should be supported by documented input from the Contractor
community, if practical;7.
    
    Identification and pricing of value engineering/cost-savings options at the
time of each Design Package review;8.
    
    Review of issues regarding constructability and assistance in the
identification of coordination discrepancies, incomplete details, errors and omissions,
etc. at the time of each Design Package review;9.
    
    Provide construction market updates as necessary for the Development Manager
and Owner to understand material and labor availability;10.
    
    Provide a cost accounting plan for review and acceptance by Development Manager
and approval by Owner. The plan shall include the procedures for providing open book
Contractor bidding and bid analysis and the Project accounting process;11.
    
    Provide a safety program satisfying requirements of all applicable laws and
regulations;
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12.
    
    Provide or describe quality control program or process for review and
acceptance of Development Manager and approval in writing by Owner;13.
    
    Provide field office at the site, if required.14.
    
    Provide all safety equipment including hard hats, eye protection and ear
protection for all visitors and for each member of the Project Team. Logos and names
for equipment to be determined. Design-Builder shall be permitted to place signage
subject to Owners reasonable approval.15.
    
    Provide site utilization plan including staging areas, traffic control,
fencing, etc.16.
    
    Jointly, with the Architect, schedule and attend regular meetings with
Development Manager and Owner. Design-Builder shall consult with Owner and Development
Manager regarding site use, improvements, logistics and the selection (based upon
availability and other relevant factors) of materials, building systems and equipment.
Design-Builder shall provide recommendations on construction feasibility; actions
designed to minimize adverse effects of labor or material shortages; time requirements
for procurement, installation and construction completion, and factors relating to
construction costs including estimates of alternative designs or materials, preliminary
budgets and possible economies.17.
    
    Provide the staged issuance of Drawings and Specifications to facilitate
construction of the Work in stages as provided under Subparagraph 2.2.4, taking into
consideration such factors as economies, time of performance, availability of labor and
materials, and provisions for temporary facilities.
 ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
 § 3.1
 (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.)
   (Insert Owners time requirements.)
  § 3.2
 (Insert provisions, if any, for liquidated damages relating to failure to complete on time or for
bonus payments for early completion of the Work.)
 § 3.3 Paragraphs deleted)
 (Table deleted)
 ARTICLE 4 CONTRACT SUM
 § 4.1
 (Check the appropriate box.)
 o
    
    Stipulated Sum in accordance with Section 4.2 below;þ
    
    Cost of the Work Plus Design-Builders Fee in accordance with Section 4.3 below;
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o
    
    Cost of the Work Plus Design-Builders Fee with a Guaranteed
Maximum Price in accordance with Section 4.4 below.
 (Based on the selection above, complete either Section 4.2, 4.3 or 4.4 below.)
 § 4.2 INTENTIONALLY DELETED
 (Paragraphs deleted)
(Table deleted)
(Paragraphs deleted)
(Table deleted)
(Paragraphs deleted)   § 4.3 COST OF THE WORK PLUS DESIGN-BUILDERS FEE
§ 4.3.1
 § 4.3.2
 (Paragraph deleted)
     § 4.4 INTENTIONALLY DELETED
 (Paragraphs deleted)
(Table deleted)
(Paragraphs deleted)
(Table deleted)
(Paragraphs deleted)   § 4.5 CHANGES IN THE WORK
 § 4.5.1
 § 4.5.2
 ARTICLE 5 PAYMENTS
§ 5.1 PROGRESS PAYMENTS
 
 **
    
    This portion has been redacted pursuant to
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§ 5.1.1
 § 5.1.2
 th
 § 5.1.3 th
 § 5.1.4
 § 5.1.5
 § 5.1.6
 § 5.1.7
 § 5.2 INTENTIONALLY DELETED
 (Paragraphs deleted)   § 5.3 PROGRESS PAYMENTS  COST OF THE WORK PLUS A FEE
 § 5.3.1
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§ 5.3.2
 .1
    
    Take the Cost of the Work as described in Exhibit B;.2
    
    Add the Design-Builders Fee, less retainage on the sum of the Cost of the
Work, plus the Design-Builders Fee, of ** . The Design-Builders Fee shall be computed
upon the Cost of the Work described in the preceding Section 5.3.2.1 at the applicable
rate stated in Section 4.3.2;.3
    
    Subtract the aggregate of previous payments made by the Owner;.4
    
    Subtract the shortfall, if any, indicated by the Design-Builder in the
documentation required by Section 5.1.4 or resulting from errors subsequently
discovered by the Owners accountants in such documentation; and.5
    
    Subtract amounts, if any, for which the Owner has withheld or withdrawn a
Certificate for Payment as provided in the Section A.9.5 of Exhibit A, Terms and
Conditions.
 § 5.3.3
  § 5.3.4
 § 5.3.5
  § 5.3.6
 
 **
    
    This portion has been redacted pursuant to
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§ 5.3.7
 § 5.3.8
 § 5.4 INTENTIONALLY DELETED
 (Paragraphs deleted)   § 5.5 FINAL PAYMENT
 § 5.5.1
 ARTICLE 6 DISPUTE RESOLUTION
 § 6.1
 (Insert the name, address and other information of the individual to serve as a Neutral. If the
parties do not select a Neutral, then the provisions of Section A.4.2.2 of Exhibit A, Terms and
Conditions, shall apply.)
  § 6.2
 (If the parties do not select a method of binding dispute resolution, then the method of binding
dispute resolution shall be by litigation in a court of competent jurisdiction.)
 (Check one.)
 þ
    
    Arbitration pursuant to Section A.4.4 of Exhibit A, Terms and Conditionso
    
    Litigation in a court of competent jurisdictiono
    
    Other (Specify)
 § 6.3 ARBITRATION
 § 6.3.1
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ARTICLE 7 MISCELLANEOUS PROVISIONS
 § 7.1
 (Insert name, address, license number, relationship to Design-Builder and other information.)
 Relationship toName and Address
    
    License Number
    
    Design-Builder
    
    Other InformationTPG Architecture, LLP 
1300 Walt Whitman
Road
Melville, NY 11747
    
    03019830
    
    
    
    Contractual
 § 7.2
 (Insert name, address, license number, if applicable, and responsibilities to Owner and other
information.)
 ResponsibilitiesName and Address
    
    License Number
    
    to Owner
    
    Other InformationJoseph J. Galeno
C.P.M., C.C.I.
**
    
    
    
    Development
Manager, to advise
the Owner on the
progress of the
Work and the
administration of
this Agreement.
    
    See Exhibit A for
the
responsibilities of
the Development
manager and its
role in this
Agreement.
 § 7.3
 (Insert name, address, license number, if applicable, responsibilities to Owner and other
information.)
 ResponsibilitiesName and Address
    
    License Number
    
    
    to Owner
    
    
    Other InformationN.A.
 § 7.4   (Insert name, address and other information.)
 
 § 7.4.1
 § 7.5
 (Insert
name, address and other information.)
 
 **
    
    This portion has been redacted pursuant to
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§ 7.5.1
 § 7.6
 § 7.7
 § 7.7.1
 § 7.7.2
 (Insert rate of interest agreed upon, if any.)
 **
    
    percent (**) per annum § 7.7.3
 § 7.7.4
 § 7.7.5
 § 7.7.6
 § 7.7.7
 § 7.7.8
 
 **
    
    This portion has been redacted pursuant to
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§ 7.7.9
 ARTICLE 8 ENUMERATION OF THE DESIGN-BUILD DOCUMENTS
 § 8.1
 § 8.1.1
 §
8.1.2
 (Either list applicable documents below or refer to an exhibit attached to this Agreement.)
  (Table deleted)   § 8.1.3  (Paragraphs deleted)   (Table deleted)   § 8.1.4  (Paragraphs deleted)
 § 8.1.5   (Paragraphs deleted)
 § 8.1.6   (Either list applicable documents below or refer to an exhibit attached to this Agreement.)
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OWNER


    
    DESIGN-BUILDEROSI ARDSLEY LLC
    
    EAGLE INTERIORS, INC.By:
    
    /s/ Pierre Legault
    
    By:
    
    /s/ M. Perrotta(Signature)
    
    
    
    (Signature)Pierre Legault/CFO
    
    Michael Perrotta, President(Printed name and title)
    
    (Printed name and title)
 (Table
deleted) (Paragraphs deleted)
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AIA ® Document A141 TM  2004
 Exhibit A
 Terms and Conditions
 for the following PROJECT:  (Name and location or address)
  THE OWNER:  (Name, legal status and address)
 
 THE DESIGN-BUILDER:  (Name, legal status and address)
 
 ADDITIONS AND DELETIONS:
 Additions and Deletions Report
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TABLE OF ARTICLES
 A.1
    
    GENERAL PROVISIONSA.2
    
    OWNERA.3
    
    DESIGN-BUILDERA.4
    
    DISPUTE RESOLUTIONA.5
    
    AWARD OF CONTRACTSA.6
    
    CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORSA.7
    
    CHANGES IN THE WORKA.8
    
    TIMEA.9
    
    PAYMENTS AND COMPLETIONA.10
    
    PROTECTION OF PERSONS AND PROPERTYA.11
    
    INSURANCE AND BONDSA.12
    
    UNCOVERING AND CORRECTION OF WORKA.13
    
    MISCELLANEOUS PROVISIONSA.14
    
    TERMINATION OR SUSPENSION OF THE DESIGN-BUILD CONTRACT
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ARTICLE A.1 GENERAL PROVISIONS
§ A.1.1 BASIC DEFINITIONS
§ A.1.1.1 THE DESIGN-BUILD DOCUMENTS
  § A.1.1.2 PROJECT CRITERIA
  § A.1.1.3 ARCHITECT
  § A.1.1.4 CONTRACTOR
  § A.1.1.5 SUBCONTRACTOR
  § A.1.1.6 THE WORK
  § A.1.1.6.1
 § A.1.1.7 THE PROJECT
  § A.1.1.8 NEUTRAL
  § A.1.1.9 OTHER DEFINITIONS
 § A.1.1.9.1
 § A.1.1.9.2
 § A.1.1.9.3
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§ A.1.1.9.4
 § A.1.1.9.5
 § A.1.1.9.6 
 § A.1.1.8.7
 § A.1.2 COMPLIANCE WITH APPLICABLE LAWS
 § A.1.2.1
 § A.1.2.2
 § A.1.2.3
 § A.1.3 CAPITALIZATION
 § A.1.3.1
 § A.1.4 INTERPRETATION
 § A.1.4.1
 § A.1.4.2
 § A.1.5 EXECUTION OF THE DESIGN-BUILD DOCUMENTS
 § A.1.5.1
 § A.1.5.2
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§ A.1.6 OWNERSHIP AND USE OF DOCUMENTS AND ELECTRONIC DATA
 § A.1.6.1
 § A.1.6.2
 § A.1.6.3
 § A.1.6.4
 § A.1.6.5
 ARTICLE A.2 OWNER
§ A.2.1 GENERAL
 § A.2.1.1
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§ A.2.1.2
 § A.2.1.3
 § A.2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
 § A.2.2.1
 § A.2.2.2
 § A.2.2.3
 § A.2.2.4
 § A.2.2.5
 § A.2.2.6
 § A.2.2.7
 § A.2.2.8
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(Paragraphs
deleted)   § A.2.3 OWNER REVIEW AND INSPECTION
 § A.2.3.1
 § A.2.3.2
 .1
    
    Determine that the documents or submittals are in conformance with the
Design-Build Documents and approve them..2
    
    Determine that the documents or submittals are in conformance with the
Design-Build Documents but request changes in the documents or submittals which shall
be implemented by a Change in the Work..3
    
    Determine that the documents or submittals are not in conformity with the
Design-Build Documents and reject them..4
    
    Determine that the documents or submittals are not in conformity with the
Design-Build Documents, but accept them by implementing a Change in the Work..5
    
    Determine that the documents or submittals are not in conformity with the
Design-Build Documents, but accept them and request changes in the documents or
submittals which shall be implemented by a Change in the Work.
 § A.2.3.3
 § A.2.3.4
 § A.2.3.5
 § A.2.3.6
 § A.2.3.7
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§ A.2.3.8
 § A.2.3.9
 § A.2.4 OWNERS RIGHT TO STOP WORK
 § A.2.4.1
 § A.2.5 OWNERS RIGHT TO CARRY OUT THE WORK
 § A.2.5.1
 § A.2.6 OWNERS RIGHT TO AUDIT
 § A.2.6.1
 § A.2.7 CONTRACTUAL RELATIONSHIP
 § A.2.7.1
 ARTICLE A.3 DESIGN-BUILDER
§ A.3.1 GENERAL
 § A.3.1.1
 § A.3.1.2
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§ A.3.2 DESIGN SERVICES AND RESPONSIBILITIES
 § A.3.2.1
 § A.3.2.2
 § A.3.2.3
 § A.3.2.4
 § A.3.2.5
 § A.3.2.6
 .1
    
    be consistent with the approved design documents;.2
    
    provide information for the use of those in the building trades; and.3
    
    include documents customarily required for regulatory agency approvals.
 § A.3.2.7
 § A.3.2.8
 § A.3.2.9
 § A.3.2.10
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§ A.3.3 CONSTRUCTION
 § A.3.3.1
 § A.3.3.2
 § A.3.3.3
 § A.3.3.4
 § A.3.3.5
 § A.3.3.6
 § A.3.3.7
 § A.3.3.8
 § A.3.3.9
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§ A.3.3.10
 § A.3.3.11
 § A.3.3.12
 § A.3.3.13
 § A.3.3.14
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§ A.3.3.15
 § A.3.3.16
 §
A.3.4 LABOR AND MATERIALS

§ A.3.4.1
 § A.3.4.2
 § A.3.4.3
 § A.3.4.4
 1.
    
    The Design-Builder has investigated the proposed substitution and has
determined that it is equal to or superior in all respects to that specified including
warranties; and2.
    
    That the cost data presented with the request for substitution is complete and
includes all costs of labor, materials, equipment, profit, and overhead, as well as any
costs required to adapt and/or coordinate the substitution with adjacent or existing
construction.3.
    
    Will coordinate the installation of the accepted substitute, making such
changes as may be required for the Work to be complete in all respects.
 § A.3.5 WARRANTY
 § A.3.5.1
 § A.3.5.2
 § A.3.5.3
 
 **
    
    This portion has been redacted pursuant to
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§ A.3.6 TAXES
 § A.3.6.1
 § A.3.7 PERMITS, FEES AND NOTICES
 § A.3.7.1
 § A.3.7.2
 § A.3.7.3
 § A.3.7.4
 § A.3.8 ALLOWANCES
 § A.3.8.1
 § A.3.8.2
 .1
    
    allowances shall cover the cost to the Design-Builder of materials and
equipment delivered at the site and all required taxes, less applicable trade
discounts;.2
    
    Design-Builder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 but not in the allowances; and.3
    
    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 Section A.3.8.2.1 and (2)
changes in Design-Builders costs under Section A.3.8.2.2.
 § A.3.8.3
 § A.3.9 DESIGN-BUILDERS SCHEDULE
 § A.3.9.1
 § A.3.9.2
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§ A.3.9.3
 § A.3.9.4
 § A.3.9.5
 § A.3.9.6
 § A.3.10 DOCUMENTS AND SAMPLES AT THE SITE
 § A.3.10.1
 § A.3.10.2
 § A.3.10.3
 § A.3.11 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
 § A.3.11.1
 § A.3.11.2
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§ A.3.11.3
 § A.3.11.4
 § A.3.11.5
 § A.3.11.6
 § A.3.11.7
 § A.3.12 USE OF SITE
 § A.3.12.1
 § A.3.13 CUTTING AND PATCHING
 § A.3.13.1
 § A.3.13.2
 § A.3.13.3
 § A.3.14 CLEANING UP
 § A.3.14.1
 § A.3.14.2
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§ A.3.15 ACCESS TO WORK
 § A.3.15.1
 § A.3.16 ROYALTIES, PATENTS AND COPYRIGHTS
 § A.3.16.1
 § A.3.17 INDEMNIFICATION
 § A.3.17.1
 § A.3.17.2
 § A.3.17.3
 ARTICLE A.4 DISPUTE RESOLUTION
§ A.4.1 CLAIMS AND DISPUTES
 § A.4.1.1 Definition.
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§ A.4.1.2 Time Limits on Claims.
 § A.4.1.3 Continuing Performance.
 § A.4.1.4 Claims for Concealed or Unknown Conditions.
 § A.4.1.5 Claims for Additional Cost.
 § A.4.1.6
 § A.4.1.7 Claims for Additional Time
 § A.4.1.7.1
 § A.4.1.7.2
 § A.4.1.7.3
 § A.4.1.8 Injury or Damage to Person or Property.
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§ A.4.1.9
 § A.4.1.10 Claims for Consequential Damages.
 .1
    
    damages incurred by the Owner for rental expenses, for losses of use, income,
profit, financing, business and reputation, and for loss of management or employee
productivity or of the services of such persons; and.2
    
    damages incurred by the Design-Builder for principal office expenses including
the compensation of personnel stationed there, for losses of financing, business and
reputation, and for loss of profit except anticipated profit arising directly from the
Work.
  § A.4.1.11
 § A.4.2 RESOLUTION OF CLAIMS AND DISPUTES
 § A.4.2.1 Decision by Neutral.
 § A.4.2.2 Decision by Owner.
 § A.4.2.3
 § A.4.2.4
 § A.4.2.5
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§ A.4.3 MEDIATION
 § A.4.3.1
 § A.4.3.2
 § A.4.3.3
 § A.4.4 ARBITRATION
 § A.4.4.1
 § A.4.4.2
 § A.4.4.3
 § A.4.4.4 Claims and Timely Assertion of Claims.
 § A.4.4.5 Judgment on Final Award.
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ARTICLE A.5 AWARD OF CONTRACTS
 § A.5.1
 § A.5.2
 § A.5.3
 § A.5.4
 § A.5.5 CONTINGENT ASSIGNMENT OF CONTRACTS
 § A.5.5.1
 .1
    
    assignment is effective only after termination of the Design-Build Contract by
the Owner for cause pursuant to Section A.14.2 and only for those agreements which the
Owner accepts by notifying the contractor in writing; and.2
    
    assignment is subject to the prior rights of the surety, if any, obligated
under bond relating to the Design-Build Contract.
 § A.5.5.2
 ARTICLE A.6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
§ A.6.1 OWNERS RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
 § A.6.1.1
 § A.6.1.2
 § A.6.1.3
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§ A.6.2 MUTUAL RESPONSIBILITY
 § A.6.2.1
 § A.6.2.2
 § A.6.2.3
 § A.6.2.4
 § A.6.2.5
 § A.6.3 OWNERS RIGHT TO CLEAN UP
 § A.6.3.1
 ARTICLE A.7 CHANGES IN THE WORK
§ A.7.1 GENERAL
 § A.7.1.1
 § A.7.1.2
 § A.7.1.3
 § A.7.2 CHANGE ORDERS
 § A.7.2.1
 .1
    
    a change in the Work;.2
    
    the amount of the adjustment, if any, in the Contract Sum; and.3
    
    the extent of the adjustment, if any, in the Contract Time.
 § A.7.2.2
 § A.7.2.3
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§ A.7.3 CONSTRUCTION CHANGE DIRECTIVES
 § A.7.3.1
 § A.7.3.2
 § A.7.3.3
 .1
    
    mutual acceptance of a lump sum properly itemized and supported by sufficient
substantiating data to permit evaluation;.2
    
    unit prices stated in the Design-Build Documents or subsequently agreed upon,
or equitably adjusted as provided in Section A.4.1.9;.3
    
    cost to be determined in a manner agreed upon by the parties and a mutually
acceptable fixed or percentage fee; or.4
    
    as provided in Section A.7.3.6.
 § A.7.3.4
 § A.7.3.5
 § A.7.3.6
 .1
    
    additional costs of professional services;.2
    
    costs of labor, including social security, old age and unemployment insurance,
fringe benefits required by agreement or custom, and workers compensation insurance;.3
    
    costs of materials, supplies and equipment, including cost of transportation,
whether incorporated or consumed;.4
    
    rental costs of machinery and equipment, exclusive of hand tools, whether
rented from the Design-Builder or others;.5
    
    costs of premiums for all bonds and insurance, permit fees, and sales, use or
similar taxes related to the Work; and.6
    
    additional costs of supervision and field office personnel directly
attributable to the change.
 § A.7.3.7
 § A.7.3.8
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§ A.7.3.9
 § A.7.4 MINOR CHANGES IN THE WORK
 § A.7.4.1
 § A,7.5 CHANGE ORDER REQUESTS
 § A.7.5.1
 § A.7.5.2
 § A.7.5.3
 § A.7.5.4
 § A.7.5.5
 ARTICLE A.8 TIME
§ A.8.1 DEFINITIONS
 § A.8.1.1
 § A.8.1.2
 § A.8.1.3
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§ A.8.1.4
 § A.8.2 PROGRESS AND COMPLETION
 § A.8.2.1
 § A.8.2.2
 § A.8.2.3
 § A.8.3 DELAYS AND EXTENSIONS OF TIME
 § A.8.3.1
 § A.8.3.2
 § A.8.3.3
 § A.8.3.4
 ARTICLE A.9 PAYMENTS AND COMPLETION
§ A.9.1 CONTRACT SUM
 § A.9.1.1
 § A.9.2 SCHEDULE OF VALUES
 § A.9.2.1
 
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§ A.9.3 APPLICATIONS FOR PAYMENT
 § A.9.3.1
 § A.9.3.1.1
 § A.9.3.1.2
 § A.9.3.2
 § A.9.3.3
 § A.9.3.4
 § A.9.4 ACKNOWLEDGEMENT OF APPLICATION FOR PAYMENT
 § A.9.4.1
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§ A.9.5 DECISIONS TO WITHHOLD PAYMENT
 § A.9.5.1
 .1
    
    defective Work not remedied;.2
    
    third-party claims filed or reasonable evidence indicating probable filing of
such claims unless security acceptable to the Owner is provided by the Design-Builder;.3
    
    failure of the Design-Builder to make payments properly to Contractors or for
design services 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 a separate 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 Design-Build
Documents..8
    
    rejection of the Work or any material part of the Work by any governmental or
quasi-governmental authority having jurisdiction over the Project.
 § A.9.5.2
 § A.9.6 PROGRESS PAYMENTS
 § A.9.6.1
 § A.9.6.2
 § A.9.6.3
 § A.9.6.4
 § A.9.6.5
 § A.9.6.6
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§ A.9.6.7
 § A.9.7 FAILURE OF PAYMENT
 § A.9.7.1
 § A.9.8 SUBSTANTIAL COMPLETION
 § A.9.8.1
 § A.9.8.2
 § A.9.8.3
 § A.9.8.4
 § A.9.8.5
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§ A.9.8.6
 § A.9.9 PARTIAL OCCUPANCY OR USE
 § A.9.9.1
 § A.9.9.2
 § A.9.9.3
 § A.9.10 FINAL COMPLETION AND FINAL PAYMENT
 § A.9.10.1
 § A.9.10.2
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§ A.9.10.3
 § A.9.10.4
 .1
    
    liens, Claims, security interests or encumbrances arising out of the
Design-Build Documents and unsettled;.2
    
    failure of the Work to comply with the requirements of the Design-Build
Documents; or.3
    
    terms of special warranties required by the Design-Build Documents.
 § A.9.10.5
 § A.9.10.6
 ARTICLE A.10 PROTECTION OF PERSONS AND PROPERTY
§ A.10.1 SAFETY PRECAUTIONS AND PROGRAMS
 § A.10.1.1
 § A.10.2 SAFETY OF PERSONS AND PROPERTY
 § A.10.2.1
 .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 or under the care, custody or control of the Design-Builder
or the Design-Builders Contractors or 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.
 § A.10.2.2
 § A.10.2.2.1
 § A.10.2.3
 
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§ A.10.2.4
 § A.10.2.5
 § A.10.2.6
 § A.10.2.7
 § A.10.2.8
 § A.10.3 HAZARDOUS MATERIALS
 § A.10.3.1
 § A.10.3.2
 § A.10.3.3
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§ A.10.4
 § A.10.5
 § A.10.6 EMERGENCIES
 § A.10.6.1
 ARTICLE A.11 INSURANCE AND BONDS
 § A.11.1
 § A.11.2 DESIGN-BUILDERS LIABILITY INSURANCE
 § A.11.2.1
 .1
    
    claims under workers 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 Design-Builders employees;.3
    
    claims for damages because of bodily injury, sickness or disease, or death of
any person other than the Design-Builders employees;.4
    
    claims for damages insured by usual personal injury liability coverage;.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;.7
    
    claims for bodily injury or property damage arising out of completed
operations; and.8
    
    claims involving contractual liability insurance applicable to the
Design-Builders obligations under Section A.3.17.
 § A.11.2.2
 § A.11.2.3
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§ A.11.3 OWNERS LIABILITY INSURANCE
 § A.11.3.1
 § A.11.4 PROPERTY INSURANCE
 § A.11.4.1
 § A.11.4.1.1
 § A.11.4.1.2
 § A.11.4.1.3
 § A.11.4.1.4
 § A.11.4.1.5
 § A.11.4.2 Boiler and Machinery Insurance.
 
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§ A.11.4.3 Loss of Use Insurance.
 § A.11.4.4
 § A.11.4.5
 § A.11.4.6
 § A.11.4.7 Waivers of Subrogation.
 § A.11.4.8
 § A.11.4.9
 § A.11.4.10
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§ A.11.5 PERFORMANCE BOND AND PAYMENT BOND
 § A.11.5.1
 ARTICLE
A.12 UNCOVERING AND CORRECTION OF WORK
§ A.12.1 UNCOVERING OF WORK
 § A.12.1.1
 § A.12.1.2
 § A.12.2 CORRECTION OF WORK
§ A.12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION.
 § A.12.2.1.1
 § A.12.2.2 AFTER SUBSTANTIAL COMPLETION
 § A.12.2.2.1
 § A.12.2.2.2
 § A.12.2.2.3
 § A.12.2.3
 § A.12.2.4
 § A.12.2.5
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§ A.12.3 ACCEPTANCE OF NONCONFORMING WORK
 § A.12.3.1
 ARTICLE
A.13 MISCELLANEOUS PROVISIONS
§ A.13.1 GOVERNING LAW
 § A.13.1.1
 § A.13.2 SUCCESSORS AND ASSIGNS
 § A.13.2.1
 § A.13.2.2
 § A.13.3 WRITTEN NOTICE
 § A.13.3.1
 
  
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§ A.13.4 RIGHTS AND REMEDIES
 § A.13.4.1
 § A.13.4.2
 § A.13.5 TESTS AND INSPECTIONS
 § A.13.5.1
 § A.13.5.2
 § A.13.5.3
 
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§ A.13.5.4
 § A.13.5.5
 § A.13.5.6
 § A.13.6 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
 § A.13.6.1
 .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 Application 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 Application 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
Application for Payment; and.3
    
    After Final Application for Payment.As to acts or failures to act occurring
after the relevant date of issuance of the final Application 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 Design-Builder pursuant to any Warranty provided under
Section A.3.5, the date of any correction of the Work or failure to correct the Work by
the Design-Builder under Section A.12.2, or the date of actual commission of any other
act or failure to perform any duty or obligation by the Design-Builder or Owner,
whichever occurs last.
 § A.13.7 LOAN REQUIREMENTS
 § A.13.7
 § A.13.8 CONSTRUCTION
 § 13.8.1
 ARTICLE
A.14 TERMINATION OR SUSPENSION OF THE DESIGN/BUILD CONTRACT
§ A.14.1 TERMINATION BY THE DESIGN-BUILDER
 § A.14.1.1
 .1
    
    issuance of an order of a court or other public authority having jurisdiction
which requires all Work to be stopped;.2
    
    an act of government, such as a declaration of national emergency which
requires all Work to be stopped; or.3
    
    the Owner has failed to make payment to the Design-Builder in accordance with
the Design-Build Documents.
 § A.14.1.2
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§ A.14.1.3
 § A.14.1.4
 §
A.14.2 TERMINATION BY THE OWNER FOR CAUSE
§ A.14.2.1
 .1
    
    persistently or repeatedly refuses or fails to supply enough properly skilled
workers or proper materials;.2
    
    fails to make payment to Contractors for services, materials or labor in
accordance with the respective agreements between the Design-Builder and the Architect
and Contractors;.3
    
    persistently disregards laws, ordinances or rules, regulations or orders of a
public authority having jurisdiction;.4
    
    otherwise is guilty of substantial breach of a provision of the Design-Build
Documents; or.5
    
    if a petition is filed by the Design-Builder, or against the Design-Builder
with its consent, under any federal or state law concerning bankruptcy, reorganization,
insolvency or relief from creditors, or if such petition is filed against the
Design-Builder without its consent and is not dismissed within sixty (60) days; or if
the Contractor is generally not paying its debts as they become due; or if the
Contractor becomes insolvent; or if the Contractor consents to the appointment of a
receiver, trustee, liquidator, custodian or the like of the Contractor or of all or any
substantial portion of its assets; or if a receiver, trustee liquidator, custodian or
the like is appointed with respect to the Contractor or takes possession of all or any
substantial portion of its assets and such appointment or possession is not terminated
within sixty (60) days or if the Contractor makes an assignment for the benefit of
creditors.
 § A.14.2.2
 .1
    
    take possession of the site and of all materials, equipment, tools, and
construction equipment and machinery thereon owned by the Design-Builder;.2
    
    accept assignment of contracts pursuant to Section A.5.5.1; and.3
    
    finish the Work by whatever reasonable method the Owner may deem expedient.
Upon request of the Design-Builder, the Owner shall furnish to the Design-Builder a
detailed accounting of the costs incurred by the Owner in finishing the Work.
 § A.14.2.3
 § A.14.2.4
 § A.14.2.5
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§ A.14.2.6
 § A.14.2.7
 § A.14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
 § A.14.3.1
 § A.14.3.2
 .1
    
    that performance is, was or would have been so suspended, delayed or
interrupted by another cause for which the Design-Builder is responsible; or.2
    
    that an equitable adjustment is made or denied under another provision of the
Design-Build Contract.
 § A.14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
 § A.14.4.1
 § A.14.4.2
 .1
    
    cease operations as directed by the Owner in the notice;.2
    
    take actions necessary, or that the Owner may direct, for the protection and
preservation of the Work; and.3
    
    except for Work directed to be performed prior to the effective date of
termination stated in the notice, terminate all existing contracts and purchase orders
and enter into no further contracts and purchase orders.
 § A.14.4.3
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AIA® Document A141  2004
 Exhibit B
 Determination of the Cost of the Work
 for the following PROJECT:  (Name and location or address)
  THE OWNER:  (Name, legal status and address)
 
 THE DESIGN-BUILDER:  (Name, legal status and address)
 
 ADDITIONS AND DELETIONS: Additions and Deletions Report
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ARTICLE B.1 PROJECT COST ESTIMATES AND BUDGETS
 (Paragraphs deleted)  § B.1.1 PRELIMINARY COST ESTIMATES
 § B.1.1.1
 § B.1.1.2
 §B.1.1.3
 §B.1.1.4
 § B.1.1.5
 § B.1.1.6
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§ B.1.1.7
 .1
    
    the documents enumerated in Article 8 of the Agreement, including all Addenda
thereto and the Terms and Conditions of the Contract;.2
    
    a statement of the estimated Cost of the Work showing separately the
compensation for design services, construction costs organized by trade categories or
systems and the Design-Builders Fee; and.3
    
    contingencies for further development of design and construction.
 § B.1..1.8
 § B.1.1.9
 (Paragraphs deleted)
 ARTICLE B.2 COSTS TO BE REIMBURSED
 § B.2.1 COST OF THE WORK
  § B.2.2 LABOR COSTS
 § B.2.2.1
 § B.2.2.2
 § B.2.2.3
 § B.2.2.4
 § B.2.3 CONTRACT COSTS
 § B.2.3.1
 § B.2.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
 § B.2.4.1
 § B.2.4.2
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§ B.2.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
 § B.2.5.1
 § B.2.5.2
 § B.2.5.3
 § B.2.5.4
 § B.2.5.5
 § B.2.5.6
 § B.2.6 DESIGN AND OTHER CONSULTING SERVICES
 § B.2.6.1
 § B.2.7 MISCELLANEOUS COSTS
 § B.2.7.1
 § B.2.7.2
 § B.2.7.3
 § B.2.7.4
 § B.2.7.5
 § B.2.7.6
 (Paragraphs
deleted)   § B.2.8 OTHER COSTS AND EMERGENCIES
 § B.2.8.1
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§ B.2.8.2
 § B.2.8.3
 ARTICLE B.3 COSTS NOT TO BE REIMBURSED
 § B.3.1
 § B.3.1.1
 § B.3.1.2
 § B.3.1.3
 § B.3.1.4
 § B.3.1.5
 § B.3.1.6
 § B.3.1.7
 § B.3.1.8
 § B.3.1.9
 § B.3.1.10
 § B.3.1.10
 § B.3.1.11
 § B.3.1.12
 § B.3.1.13
 ARTICLE B.4 DISCOUNTS, REBATES AND REFUNDS
 § B.4.1
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§ B.4.2
 ARTICLE B.5 CONTRACTS AND OTHER AGREEMENTS OTHER THAN FOR DESIGN PROFESSIONALS HIRED BY THE DESIGN
-BUILDER
 § B.5.1
 § B.5.2
 ARTICLE B.6 ACCOUNTING RECORDS
 § B.6.1
 § B.6.2
 § B.6.3
 § B.6.4
 § B.6.5
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AIA® Document A141  2004
 Exhibit C
 Insurance and Bonds
 for the following PROJECT:  (Name and location or address)
  THE OWNER:  (Name, legal status and address)
 
 THE DESIGN-BUILDER:  (Name, legal status and address)
 
 ADDITIONS AND DELETIONS: Additions and Deletions Report
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ARTICLE C.1
  (Specify changes, if any, to the requirements of the Design-Build Documents, and for each type of
insurance identify applicable limits and deductible amounts.)
 § C.1.1
 1.
    
    Workers Compensation
 a.
    
    **b.
    
    **c.
    
    **
 2.
    
    Commercial General Liability (including Premise/Operations, Independent Contractors
Protective, Products, and Completed Operations, Broad Form Property Damage
 a.
    
    **b.
    
    **c.
    
    **d.
    
    **e.
    
    **f.
    
    **g.
    
    **h.
    
    Owner, OSI Pharmaceuticals, Inc., WIDA, Development Manager and
Architect shall be included as Additional Insureds.
 3.
    
    Business Auto Liability (Including Owned, non-owned and hired vehicles)
 **
 4.
    
    Pollution Liability, When work involving hazardous abatement is required of subcontractors,
the Design- Builder shall require that such Subcontractors carry Pollution Liability insurance
coverage in amounts with limits of ** per occurrence and ** aggregate. This insurance shall remain
in effect for no less than ** after Final Completion.5.
    
    Notwithstanding the above limits of insurance in items 1. and 3. above, Contractors
and Subcontractors shall require limits of ** per occurrence and ** in the aggregate
annually. The Owner, in its reasonable discretion, may choose to increase limits above **
for certain Contractors or Subcontractors that have major work on the Project or have
operations that are considered to involve hazardous exposures.6.
    
    When work involving professional stamps or certifications is required of Contractors or
Subcontractors the Design-Builder shall require that such Contractors or Subcontractors
provide evidence, prior to work commencing of Errors and Omissions coverage in amounts
approved by Owner. This insurance shall remain in effect for no less than ** after Final
Completion.7.
    
    Umbrella Liability insurance policy covering excess over the limits specified for all
Employers liability commercial general liability, business auto liability, watercraft
liability, and aircraft liability insurance required hereunder with minimum limits of **
aggregate per policy year.8.
    
    Each policy of liability issued shall designate the Owner, OSI Pharmaceuticals, Inc.,
Development Manager and WIDA as additional insureds.
 § C.1.2
 
 **
    
    This portion has been redacted pursuant to
a confidential treatment request. AIA Document A141  2004 Exhibit C. . All rights
reserved. ® ®
 (1111774294)
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§ C.1.3
 § C.1.4
 § C.1.5
 § C.1.6
 § C.1.7
 ARTICLE C.2
  (Table deleted)
(Paragraph deleted)
 AIA Document A141  2004 Exhibit C. . All rights
reserved. ® ®
 (1111774294)
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AMENDED AND RESTATED
PRELIMINARY LETTER FOR AUTHORIZATION FOR SALES TAX EXEMPTION




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-3-




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COUNTY OF WESTCHESTER
INDUSTRIAL DEVELOPMENT AGENCYBy:
    /s/ Theresa G. WaivadaTheresa G. WaivadaExecutive Director   By:
    
    /s/ Joseph TalamoName: Joseph TalamoTitle: Vice President and Controller
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Attachment I
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