EXHIBIT 10.64




         PORTIONS OF THE FOLLOWING DOCUMENT HAVE DELETED
              DUE TO THE CONFIDENTIAL NATURE OF THE
                 INFORMATION CONTAINED THEREIN.
            SUCH DELETIONS ARE INDICATED AS FOLLOWS:
           (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                
           THE CONFIDENTIAL INFORMATION HAS BEEN FILED
                 SEPARATELY WITH THE COMMISSION



                   ENGINEERING, PROCUREMENT,

         CONSTRUCTION AND VALIDATION SERVICES AGREEMENT

                            BETWEEN

                        MEDIMMUNE, INC.

                              AND

                       FLUOR DANIEL, INC.




                       TABLE OF CONTENTS


ARTICLE             TITLE                                   PAGE

                    INTRODUCTION                             1

ARTICLE I           DESCRIPTION OF AGREEMENT                 1

ARTICLE II          SCOPE OF SERVICES                        2

ARTICLE III         COMPENSATION                             6

ARTICLE IV          TERMS OF PAYMENT                         8

ARTICLE V           WARRANTIES AND GUARANTEES               12

ARTICLE VI          INDEMNIFICATION                         14

ARTICLE VII         INSURANCE                               16

ARTICLE VIII        TERMINATION AND CANCELLATION            17

ARTICLE  IX         COMPLETION, START  UP  AND  VALIDATION  19

ARTICLE X           GENERAL PROVISIONS                      22

                    SIGNATURE PAGE                          28

EXHIBITS:
Exhibit "A" - Scope of Services/Facilities
Exhibit "B" - Schedule of Payments and Milestones
Exhibit "B-1"  -  Letter of Credit Draft In Lieu of Retention Sample
Exhibit "C" - Schedule of Reimbursable Costs

                   ENGINEERING, PROCUREMENT,
         CONSTRUCTION AND VALIDATION SERVICES AGREEMENT


THIS AGREEMENT for the performance of services is executed on the
9th day of August, 1996 and made effective as of the 31st  day of
July, 1996, between Fluor Daniel, Inc. ("Fluor Daniel") and
MedImmune, Inc. ("MedImmune").

IN CONSIDERATION of the covenants set forth herein, the parties
hereto mutually agree as follows:


                           ARTICLE I
                    DESCRIPTION OF AGREEMENT


1.1  Documents Included

     This agreement consists of this contract document and the
     following attached exhibits, as well as approved final
     drawings and specifications (collectively the "Agreement"):

               Exhibit "A" - Scope of Services/Facilities (including
                engineering, design, construction and validation)
               Exhibit "B" - Schedule of Payments and Milestones
               Exhibit "C" - Schedule of Reimbursable Costs


1.2  Entire Agreement

     This Agreement, as defined in Section 1.1, sets forth the
     full and complete understanding of the parties with regard
     to the subject matter hereof as of the date first above
     stated, and it supersedes any and all agreements and
     representations made or dated prior thereto with regard to
     the same subject matter.  For the sake of convenience, the
     parties may, from time to time, issue purchase orders, work
     orders, or other such forms.  However, the contractual terms
     and conditions of this Agreement may be supplemented,
     deleted and/or changed only through formal written
     amendments to this Agreement, and not through purchase
     orders, work orders or any other or similar such documents
     unless evidenced by a written change order signed by each of
     the parties hereto; and any such terms or conditions
     contained in purchase orders, work orders or any other or
     similar such documents shall be void and of no force or
     effect unless evidenced by such change orders.

1.3  Conflicting Provisions

     In the event of any conflict between this contract document
     and any of the Exhibits hereto, the terms and provisions of
     this contract document shall control.  In the event of any
     conflict among the Exhibits, the Exhibit of the latest date
     shall control.


                           ARTICLE II
                       SCOPE OF SERVICES


2.1  Description of Services

     Fluor Daniel shall perform all design, engineering,
     procurement, construction (including Punch List items, as
     defined in Section 9.2b) and validation services as
     described in Exhibit "A", (the "Project").  All goods,
     materials, supplies and equipment to be procured,
     transported, installed, or validated, and all services to be
     performed by Fluor Daniel are hereinafter referred to as the
     "Services".

2.2  Fluor Daniel's Responsibilities

     As part of the Services, Fluor Daniel shall, subject to the
     terms and provisions of this Agreement:

          (a)  Furnish the services of qualified supervisors,
          engineers, designers, draftsmen and other personnel
          necessary or appropriate for the preparation of
          drawings, specifications and other such items necessary
          or appropriate for the completion of the Services;

          (b)  Furnish the services of buyers, inspectors,
          expediters, procurement and other personnel necessary
          or appropriate to procure machinery, equipment,
          materials, supplies, miscellaneous construction items
          and related services necessary for the completion of
          the Services;

          (c)  Furnish the services of procurement personnel,
          construction managers, supervisors, engineers and other
          personnel necessary or appropriate to place and
          administer  construction subcontracts, purchase orders
          and other such agreements necessary for the completion
          of the Services;

          (d)  Furnish the design and other services of other
          managers, engineers, supervisors, foremen, construction
          workers, skilled and unskilled labor and other
          personnel necessary or appropriate for the completion
          of the Services;

          (e)  Prepare drawings, specifications and other such
          items necessary or appropriate for the completion of
          the Services, the drawings or documents identified in
          Exhibit "A" as requiring MedImmune approval shall be
          submitted to MedImmune for approval; including
          technical drawings, schedules, diagrams and
          specifications, setting forth in detail the
          requirements for construction of the Project, and
          provide information customarily necessary for the use
          of those in the building trades and include documents
          customarily required for regulatory agency approvals;

          (f)  Procure machinery, equipment, materials, supplies
          (other than ethanol, feedstock, and operational
          supplies required beyond OQ (as hereafter defined),
          miscellaneous construction items and services
          (including transportation, utilities and other
          facilities) necessary or appropriate for the proper
          execution and completion of the Services;

          (g)  Place and administer construction subcontracts,
          purchase orders and other such agreements necessary for
          the completion of the Services and supervise and direct
          the Services using its best skill and attention to
          assure that the Project is completed in a good and
          workmanlike manner;

          (h)  Perform the validation services described in
          Exhibit "A";

          (i)  Supply the materials, small tools and consumables
          necessary or appropriate for the completion of the
          Services;

          (j)  Supply major construction tools and equipment
          necessary or appropriate for the completion of the
          Services;

          (k)  Prepare and furnish a Project Schedule and issue
          updates thereof to MedImmune once per month;

          (l)  File all documents and obtain all permits and
          licenses necessary for the Services, except those which
          are required by Exhibit "A" to be obtained by
          MedImmune; provided that MedImmune will cooperate with
          Fluor Daniel and take any reasonable actions which are
          required of MedImmune and/or reasonably requested by
          Fluor Daniel;

          (m)  Except to the extent to be provided by MedImmune
          pursuant to the express terms of this Agreement,
          furnish the services of personnel, and provide the
          tools and materials, necessary or appropriate to start
          up the Project as provided in Exhibit "A";

          (n)  Furnish the services of all validation personnel
          necessary or appropriate to validate the Project
          through Installation Qualification ("IQ") and
          Operational Qualification ("OQ"), as provided in
          Exhibit "A";

          (o)  Pay all sales, consumer, use and similar taxes,
          fees and import duties to the extent they were in
          effect on the date hereof;

          (p)  Keep the premises free from accumulation of waste
          materials or rubbish, and upon the completion of the
          Services, remove from and about the Project its tools,
          construction equipment, machinery, surplus materials,
          waste materials and rubbish, and if Fluor Daniel fails
          to clean up at the completion of the Services,
          MedImmune may do so and the cost thereof shall be
          charged to Fluor Daniel;

          (q)  Prepare Change Orders for approval and execution
          by MedImmune in accordance with this Agreement;

          (r)  At reasonable times, during normal business hours,
          provide access to shop drawings, product data, samples
          and other technical data for review during construction
          of the Project;

          (s)  Perform inspections, tests and approvals necessary
          or appropriate for the Services;

          (t)  Provide operating manuals and written instructions
          relating to the operation of all installed and portable
          equipment provided hereunder; and

          (u)  Within five (5) days following execution of this
          Agreement, appoint one or more individuals who shall be
          authorized to act on behalf of Fluor Daniel and with
          whom MedImmune may consult at all reasonable times, and
          whose instructions, requests and decisions will be
          binding upon Fluor Daniel as to all matters pertaining
          to this Agreement and the performance of the parties
          hereunder.

          (v)  Assign to this Project the team of Tom Trevithick,
          Bob Green, John Sweet, Ken Simmons and on-site
          supervisor, Charlie Rogers, who will be dedicated to
          this Project as necessary or appropriate to effect its
          completion.

2.3  MedImmune's Responsibilities

     MedImmune shall at such times as may be required by Fluor
     Daniel for the successful and expeditious completion of the
     Services:

          (a)  Provide a site for the Services;

          (b)  Provide or cause others to provide Fluor Daniel
          with the design criteria, surveys, soil test results,
          and other information, listed in Exhibit "A";

          (c)  Cooperate with Fluor Daniel in its obtaining of
          permits and licenses as specified in Section 2.2. (l);
          and obtain, with Fluor Daniel's assistance and
          cooperation, all  permits and licenses which are listed
          in Exhibit "A" as the responsibility of MedImmune;

          (d)  Provide, or cause others to provide, a designation
          on an MedImmune supplied survey, together with a
          physical marker at a specific location on the Project
          site (or other nearby location readily accessible to
          Fluor Daniel), showing the precise location of Fluor
          Daniel's starting reference point;

          (e)  Obtain and pay all expenses involved in obtaining
          the easements and rights of way necessary for Fluor
          Daniel to perform the Services, as identified in
          Exhibit "A";

          (f)  Provide interface with and coordination of all
          work which is being performed by MedImmune or
          contractors other than Fluor Daniel, if any;

          (g)  Provide ALTA survey showing all existing utilities
          and other improvements at the Project site;

          (h)  Advise of the existence and location, and
          undertake the abatement and disposal of all toxic
          and/or hazardous materials at the Project site, which
          are encountered by Fluor Daniel in the performance of
          the Services;

          (i)  Furnish within ten (10) days of a written request
          all required reviews and approvals (or other
          appropriate action) with respect to all samples,
          estimates, schedules, shop drawings, drawings,
          specifications, purchase orders, contracts, and other
          items submitted and/or proposed by Fluor Daniel;

          (j)  Provide appropriate on-site representatives and
          all feed stock necessary or appropriate to start up the
          Project;

          (k)  Appoint an individual who shall be authorized to
          act on behalf of MedImmune, with whom Fluor Daniel may
          consult at all reasonable times, and whose
          instructions, requests and decisions will be binding
          upon MedImmune as to all matters pertaining to this
          Agreement and the performance of the parties hereunder.
          MedImmune hereby appoints Bill Braden, but reserves the
          right to substitute another person on ten (10) days
          prior written notice.


                          ARTICLE III
                          COMPENSATION

3.1  Contract Price

     Base Contract.  In consideration of the undertakings by
     Fluor Daniel pursuant to this Agreement (including the
     performance of all the Services hereunder), MedImmune shall
     pay Fluor Daniel a lump sum contract price (the "Contract
     Price") of Forty Two Million Five Hundred Thousand Dollars
     ($42,500,000.00), which amount is subject to adjustment only
     as expressly provided in this Agreement, and regardless of
     Fluor Daniel's estimates or actual costs of labor,
     materials, equipment, tools and supplies to perform the
     Services.

3.2  Adjustments to the Contract Price and the Project Schedule

     It is the desire of the parties to keep changes in the
     Services at a minimum, but the parties recognize that such
     changes may become necessary.  The parties agree that
     changes shall be handled as follows:

          (a)  MedImmune may initiate a change to the Services by
          advising Fluor Daniel in writing of the change believed
          to be necessary.  As soon thereafter as practicable,
          Fluor Daniel shall prepare and forward to MedImmune a
          cost estimate  of the change and the adjustment to the
          Contract Price (upwards or downwards),  the  Project
          Schedule, and any scheduled completion date(s)
          applicable thereto.  Fluor Daniel shall be reimbursed
          for the costs incurred to prepare its estimate (the
          "Estimate Costs") in the event of change orders
          initiated by MedImmune.  In the event of change orders
          initiated by Fluor Daniel, the Estimate Costs shall be
          borne by Fluor Daniel.   MedImmune shall within ten
          (10) days advise Fluor Daniel in writing of its
          approval or disapproval of the change.  If MedImmune
          approves the change, Fluor Daniel shall perform the
          Services as changed and the adjustments to the Contract
          Price, the Project Schedule, and any completion date(s)
          applicable thereto shall become effective.  If Fluor
          Daniel and MedImmune cannot agree upon the appropriate
          changes to the Contract Price, the Project Schedule and
          any scheduled completion date(s) applicable to a
          change, but MedImmune approves or directs the change
          anyway, or the change is of a type set forth in Section
          3.2 (b) below, Fluor Daniel shall, provided MedImmune
          makes payments in accordance with this Agreement,
          continue the Services (including change order work)
          without interruption, and the Contract Price, the
          Project Schedule, and any scheduled completion date(s)
          shall be equitably adjusted, by mutual agreement of the
          parties if possible.  If the parties cannot agree, the
          cost of any increased or expanded Services provided by
          Fluor Daniel shall be equal to the sum of reimbursable
          costs in respect of such additional Services determined
          in accordance with the Schedule of Reimbursable Costs
          which is attached as Exhibit "C", plus an aggregate fee
          to Fluor Daniel of five percent (5%) of such costs.
          Fluor Daniel may initiate changes by advising MedImmune
          in writing that in Fluor Daniel's opinion a change is
          necessary.  If MedImmune agrees, MedImmune shall
          promptly advise Fluor Daniel in writing and,
          thereafter, the change shall be handled as if initiated
          by MedImmune (except for reimbursement of Estimate
          Costs).  If MedImmune rejects such change proposed by
          Fluor Daniel, Fluor Daniel shall not perform the change
          recommended by Fluor Daniel.  Notwithstanding anything
          in this Agreement to the contrary, in the event Fluor
          Daniel requests any increase in the Contract Price or
          extension of the scheduled completion date(s) by reason
          of any Force Majeure event (subject to the limitations
          set forth in Section 10.3 hereof) or MedImmune delay,
          as a condition thereof, Fluor Daniel shall, within ten
          (10) days after it becomes aware of the occurrence of
          the event or circumstances giving rise to the alleged
          Force Majeure event or MedImmune delay, notify
          MedImmune of such events or circumstances in writing,
          which notice shall identify with reasonable detail the
          nature of the delay, its estimated impact on completion
          dates and Contract Price, if any, and Fluor Daniel's
          plan for mitigating such impact to the extent
          practicable.

          (b)  Changes shall include, and the Contract Price, the
          Project Schedule, and any scheduled completion date(s)
          shall be equitably adjusted to reflect (1) the addition
          to, modification of or deletion from the Services or
          the items shown or described in Exhibit "A"; (2) an
          approved change in the Project Schedule and/or any
          scheduled completion date(s); (3) MedImmune's request
          for performance of Services in excess of Fluor Daniel's
          standard work day or work week or on a holiday
          customarily observed by Fluor Daniel unless otherwise
          required pursuant to Section 4; (4) the discovery of
          any subsurface conditions which differ from (a) those
          shown in or reasonably inferable from the Agreement (or
          the documents known to both parties upon which the
          Agreement is based), and (b) those ordinarily
          encountered and generally recognized as inherent in
          work of the type contemplated herein in the area of the
          Project site, and (c) those reasonably apparent upon
          customary inspection; (5) a modification of applicable
          law (or a change in the interpretation thereof) after
          the date hereof which substantially affects
          (individually or in the aggregate) the cost of and/or
          time required for performing the Services; (6) delay or
          suspension of, or interference with, the Services by
          MedImmune or by any other person or entity including,
          but not limited to, national, state and local
          governments, but excluding Fluor Daniel and any party
          directly or indirectly under the control of Fluor
          Daniel; provided, however, that delay by governmental
          entities shall not be considered a Force Majeure event
          if occasioned by a failure of Fluor Daniel to comply
          with the standards of care and diligence set forth in
          Section 5.1 of this Agreement; (7) the discovery of any
          subsurface rock which is not "rippable" using
          conventional rock ripping methods and which is not
          disclosed by the soil report or reasonably apparent by
          customary inspection; (8) errors or omissions in and/or
          modifications made to and/or unreasonable delay in
          furnishing any design criteria (as set forth in Exhibit
          "A"), other information expressly required by this
          Agreement to be supplied to Fluor Daniel by MedImmune,
          or decisions by MedImmune; and (9) any other increase
          in Fluor Daniel's costs, or the time required for
          completion of the Services due to any Force Majeure
          event as defined in Section 10.3 hereof.


                           ARTICLE IV
                        TERMS OF PAYMENT
4.1  Payments

     Subject to Section 4.2 below, MedImmune shall pay Fluor
     Daniel the Contract Price in monthly installments in the
     amounts set forth in the Schedule of Payments and Milestones
     which is attached hereto as Exhibit "B".  Subject to Section
     4.2 below, payments shall be made by wire transfer on the
     scheduled dates, to a bank account designated by Fluor
     Daniel in writing.  Fluor Daniel's pay requests shall be
     accompanied by Fluor Daniel's certificate indicating
     progress with respect to each item of Services described in
     the applicable Milestone and with respect to the Milestone
     as a whole, and lien waivers for the work covered by such
     pay request.  MedImmune shall have the right to review and
     approve all pay requests.  Provided that MedImmune is not in
     default of any payment obligation hereunder, Fluor Daniel
     agrees to satisfy, remove or bond off any liens claimed by
     it, its employees, subcontractors or suppliers, within
     fifteen (15) days of its receipt of written notice thereof,
     and Fluor Daniel's performance of this obligation shall be a
     condition to MedImmune's obligation to make payments
     hereunder.  Any change in the Contract Price under this
     Agreement shall be incorporated into the Schedule of
     Payments and Milestones in an equitable manner.




4.2  Milestones

     If and to the extent that Fluor Daniel does not achieve the
     Milestones set forth in Exhibit "B", as modified by Change
     Order, by the payment dates to which they correspond, for
     other than a delay (beyond 10 days) by MedImmune in
     approving submittals or making required decisions, MedImmune
     may withhold an equitable amount of the corresponding
     payment equal to the value of the incomplete portion until
     Fluor Daniel does complete such incomplete portion and
     achieve the missed Milestones.  Fluor Daniel shall submit
     invoices indicating its progress with respect to the
     applicable Milestone and its proposed values for any
     incomplete portions thereof.  The parties agree, however,
     that no payment shall be required with respect to any given
     Milestone in the event that Fluor Daniel's progress toward
     completion of the events included within such Milestone is
     less than 75% of the aggregate value of such Milestone; in
     addition, no payment shall be required with respect to any
     item of Services within any Milestone if progress on that
     item is less than 75% of the progress required to complete
     such item within such Milestone.  In the event that Fluor
     Daniel fails to achieve any Milestone as a result of a Force
     Majeure event, Fluor Daniel shall be entitled to partial
     payment with respect to such Milestone whether or not its
     progress meets or exceeds 75% of the value of such
     Milestone, but (1) only Fluor Daniel's external out-of-
     pocket costs and expenses (not to exceed the percentage of
     progress achieved) with respect to such Milestone shall be
     paid in the event of progress less than such 75% amount
     (excluding overhead, general conditions, and all costs of
     Fluor Daniel employees on site or in supervisory,
     administrative, or executive roles); and (2) such expenses
     shall be paid only if, but for such Force Majeure event,
     Fluor Daniel would have achieved at least 75% completion of
     such Milestone.  Failure of Fluor Daniel to achieve
     Milestones and the withholding by MedImmune of all or a
     portion of the corresponding payment shall have no effect on
     MedImmune's obligation to make future payments as long as
     Fluor Daniel meets the requirements thereof and shall have
     no effect on Fluor Daniel's obligations hereunder, except as
     set forth in the next sentence.  Whenever this Agreement
     provides for the adjustment of the Project Schedule or any
     scheduled completion date(s) (including, without limitation,
     Sections 3.2, 6.2 and 10.3), the Milestone dates shall be
     correspondingly adjusted; provided, however, that Fluor
     Daniel and MedImmune expressly agree that in the event Fluor
     Daniel is behind the Project Schedule (for reasons other
     than a Force Majeure event or MedImmune  default) to such an
     extent that Fluor Daniel will not be able to achieve timely
     Completion, or the applicable portion thereof by the
     applicable Milestones, Fluor Daniel, as a cost which shall
     not cause an adjustment to the Contract Price, shall employ
     such additional forces or pay such additional overtime wages
     and salaries as may be reasonably required to place the
     progress of the Services in conformance with the Project
     Schedule required to achieve timely Completion.

4.3  Other Payment Provisions

(a)  Fluor Daniel shall promptly pay each subcontractor (and
     require each subcontractor to promptly pay each sub-
     subcontractor), upon receipt of payment from MedImmune, out
     of the amount paid to Fluor Daniel on account of such
     subcontractor's work, the amount to which said subcontractor
     (or sub-subcontractor) is entitled in accordance with the
     terms of Fluor Daniel's contract with such subcontractor.
     Fluor Daniel shall, by appropriate agreement with each
     subcontractor, require each subcontractor to make payments
     to sub-subcontractors in similar manner.

(b)  MedImmune shall have no obligation to pay or to be
     responsible in any way for payment to a contractor of Fluor
     Daniel.

(c)  No progress payment or partial or entire use or occupancy of
     the Project by MedImmune shall constitute an acceptance of
     Services not in accordance with the Contract Documents.

(d)  In lieu of having retainage withheld from its payments
     hereunder, Fluor Daniel shall provide an escalating
     irrevocable standby letter of credit in the ultimate amount
     of Four Million Two Hundred Fifty Thousand Dollars
     ($4,250,000.00), with MedImmune as beneficiary, in the form
     of Exhibit B-1 prior to payment by MedImmune of amounts due
     at Milestone 3 (as set forth in Exhibit B attached hereto).
     The cost of the Letter of Credit (priced at 15 basis points)
     will be separately reimbursed and is not included in the
     Contract Price.  Fluor Daniel shall be provided 72 hours
     advance written notice of any draw against the Letter of
     Credit.  Fluor Daniel hereby waives any right to seek an
     injunction or other equitable relief to prohibit any such
     draw after its receipt of the 72 hour advance written
     notice.

     In the event that Fluor Daniel (i) fails to complete its
     Services by thirty (30) days after the scheduled Completion
     date (as adjusted to the extent expressly permitted
     hereunder), MedImmune may draw against the Letter of Credit
     for the liquidated damages then accrued pursuant to the
     terms of this Agreement or (ii) is in default hereunder,
     MedImmune may draw against the Letter of Credit for any
     damages then accrued pursuant to the terms of this
     Agreement.  MedImmune may, thereafter, make additional draws
     every ten days for additional damages or liquidated damages
     then accrued.  MedImmune shall have no right to draw against
     the Letter of Credit for prospective or anticipated damages
     or liquidated damages, but only for damages or liquidated
     damages after they have accrued.  Fluor Daniel shall have no
     right to dispute MedImmune's calculation of damages or
     liquidated damages with respect to draws against its Letter
     of Credit; however, Fluor Daniel may still dispute with
     MedImmune the propriety or amount of damages or liquidated
     damages subsequent to any such draw.

     The escalation schedule shall be as follows:

                    Issuance       $  850,000.00
                    12/1/96        $1,700,000.00
                    4/1/97         $2,550,000.00
                    8/1/97         $3,400,000.00
                    12/1/97        $4,250,000.00



4.4  Final Payment

     Notwithstanding the payment schedule set forth in Exhibit
     "B", subject to the provisions of Section 9.4 hereof, the
     final installment of the Contract Price, due at Completion,
     together with all other amounts then due and owing by
     MedImmune to Fluor Daniel pursuant to any change orders
     effected in accordance with this Agreement, shall be paid if
     and when Fluor Daniel has (a) completed the Services and OQ
     has been achieved, including completion of all Punch List
     items, issuance of a permanent Certificate of Occupancy or
     its equivalent for the Project from the applicable
     governmental authority having jurisdiction over the Project,
     balancing of all the base building systems, delivery and
     assignment to MedImmune of all Project permits and
     manufacturers' warranties, and delivery to MedImmune of a
     complete set of construction drawings red-lined on CAD to
     reflect "as built" conditions, (b) certified that all bills
     for labor and materials connected with the Project will be
     fully paid from the proceeds of Final Payment and delivered
     appropriate lien waivers, and (c) a full, clean title
     insurance policy update has been obtained with affirmative
     mechanic's lien insurance.  Acceptance of final payment
     shall constitute a waiver of all claims by Fluor Daniel.

4.5  Interest

     Subject to Section 8.2 hereof, any payment not made within
     five (5) business days of its due date under this Agreement
     (including any disputed amounts which are ultimately paid)
     shall bear interest at the rate of one percent (1%) per
     annum above the prime rate then published in the Wall Street
     Journal, until paid, but not to exceed the maximum rate
     permitted by applicable law.  The payment of interest shall
     not excuse or cure any delinquent payment.  If for any
     reason, other than a default by Fluor Daniel, MedImmune
     fails to pay Fluor Daniel in full as required by this
     Agreement (subject to Sections 8.2 and 9.4), after notice
     and failure to cure within ten (10) business days Fluor
     Daniel may, without limitation, suspend its performance of
     the Services until all outstanding amounts have been paid in
     full by MedImmune and/or exercise its rights under Section
     8.2; provided, however, that Fluor Daniel shall not suspend
     its Services if any such non-payment arises from a good
     faith, reasonable dispute between the parties.


                           ARTICLE V
                   WARRANTIES AND GUARANTEES


5.1  Fluor Daniel's Services

     Fluor Daniel warrants and guarantees that (a) it will
     perform the Services in a good and workmanlike fashion and
     in accordance with the standards of care and diligence
     normally practiced by recognized engineering and
     construction firms in performing services of a similar
     nature for similar projects at the time the Services are
     performed; and (b) the materials, supplies and equipment
     included within the Services (excluding the Listed
     Equipment, as defined below) shall be new (except as
     otherwise approved by MedImmune), free from defects in
     design and workmanship (other than de minimus defects) and
     in compliance with the design and procurement specifications
     set forth in Exhibit A, which is attached hereto.  Fluor
     Daniel warrants the truth and accuracy of any of its written
     communications to MedImmune containing representations of
     fact.  Review by MedImmune of any document submitted by
     Fluor Daniel shall not constitute acceptance thereof and
     shall not relieve Fluor Daniel of its obligations hereunder.
     Fluor Daniel further warrants and guarantees that its
     Services will comply with applicable laws, as provided in
     Section 10.2 of this Agreement.

     At the written request of MedImmune delivered at any time
     prior to one (1) year after the earlier of:  (i) Completion
     of the Services pursuant to Section 9.2(c); or (ii)
     scheduled Completion of the Services, in the event that the
     Services are terminated pursuant to Article VIII; Fluor
     Daniel shall, at its sole cost and expense, perform all
     corrective Services within the scope of Services (including
     any approved change orders) as are necessary to make the
     Services conform to the foregoing warranty and guarantee.
     Corrective Services shall be warranted, as provided herein,
     for a period of one year following the completion of any
     such item of corrective Service.  Fluor Daniel's total
     aggregate liability in connection with this warranty shall
     in no event exceed Five Million Dollars ($5,000,000.00) of
     external costs.

5.2  Third Party Items

     Fluor Daniel shall, for the protection of MedImmune, obtain
     from all vendors, suppliers, manufacturers and other
     entities from whom Fluor Daniel purchases the machinery,
     equipment, tools, and other items listed in the equipment
     list appearing as Attachment 7 to Exhibit "A" (the "Listed
     Equipment"), warranties and/or guarantees with respect
     thereto, which shall be made available to MedImmune to the
     full extent of the terms thereof.  Fluor Daniel's liability
     with respect to such Listed Equipment shall be limited to
     procuring customary warranties and/or guarantees from such
     vendors, suppliers, manufacturers and other entities (unless
     otherwise specified) of at least one (1) year in duration
     and rendering all reasonable assistance to MedImmune for the
     purpose of enforcing the same; provided that Fluor Daniel's
     warranty and guarantee shall apply to the installation of
     such Listed Equipment, and to the assurance and warranty
     that such Listed Equipment is new and in compliance with the
     specifications set forth in Exhibit "A" attached hereto.
     Except for installation, no warranty shall apply to used
     equipment that may be purchased, so long as the purchase of
     such used equipment is authorized by the terms of this
     Agreement.  MedImmune shall notify Fluor Daniel in the event
     that it desires longer warranties on any of the Listed
     Equipment, in which event Fluor Daniel shall obtain pricing
     for such longer warranties from the vendors, and MedImmune
     shall approve a change order increasing the Contract Price
     by such amount in the event it elects to obtain such longer
     warranty.

5.3  Title

     Fluor Daniel warrants that title to the work, material and
     equipment (including the Listed Equipment) will pass to
     MedImmune upon receipt of payment by Fluor Daniel for such
     work, material or equipment. Provided that MedImmune makes
     proper payment in accordance with the terms of this
     Agreement, such work, material and equipment shall be free
     of any liens, claims, security interests or encumbrances.

5.4  Limitations

     The obligations contained in this Article V are Fluor
     Daniel's sole warranty and guarantee obligations and the
     exclusive remedy of MedImmune in respect of the quality of
     the Services.  As used in this Articles, the quality of the
     Services includes, without limitation, any requirement that
     the Services (or any product thereof including the Project)
     comply with laws, codes, standards, rules, regulations,
     specifications, drawings or other criteria.  Fluor Daniel
     makes no warranties or guarantees relating to the staffing,
     performance or cost of operation of the Project, nor makes
     any other warranties or guarantees, expressed or implied,
     which are not expressly set forth herein.  ALL IMPLIED
     WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
     EXPRESSLY DISCLAIMED AND WAIVED, IT BEING ACKNOWLEDGED AND
     AGREED THAT THE ONLY WARRANTIES AFFORDED HEREUNDER ARE THOSE
     EXPRESSLY SET FORTH HEREIN.  The failure of MedImmune to (a)
     properly operate and maintain the Project or (b) allow Fluor
     Daniel to promptly make such tests and perform such
     reasonable corrective Services as Fluor Daniel may deem
     appropriate, shall relieve Fluor Daniel of its warranty and
     guarantee obligations relative to such improper operation
     and maintenance or the subject of such test or corrective
     Service, but only to the extent that such failure shall have
     resulted in damage to the Project which otherwise would not
     have occurred.  Fluor Daniel shall have no liability for
     defects in the Services attributable to Fluor Daniel's use
     of and/or reliance upon data, design criteria, drawings,
     specifications, reports or other information furnished by or
     on behalf of MedImmune as provided in Exhibit A unless Fluor
     Daniel knew or, employing the standards set forth in Section
     5.1 hereof, should have known of such defects.  MedImmune is
     responsible for the design criteria set forth in Exhibit A
     as being MedImmune's responsibility and for the design of
     its processes related to product manufacturing and Fluor
     Daniel does not warrant or guarantee such process or the
     design associated therewith.  This Article V governs,
     modifies and supersedes any other terms in this Agreement
     which address warranties or guarantees or the quality of the
     Services.

                           ARTICLE VI
                        INDEMNIFICATION

6.1  Bodily Injury and Property Damage Liability

     Fluor Daniel shall indemnify, defend and hold MedImmune
     harmless from any and all claims, liabilities and causes of
     action for bodily injury to and/or death of any person, and
     for damage to and/or destruction of property (excluding,
     however, the property for which MedImmune assumes the risk
     of loss and/or damage in Section 6.2 below) to the extent
     resulting from the negligent acts or omissions of Fluor
     Daniel, its agents and subcontractors.

6.2  Protection of the Project

     Fluor Daniel shall, before it constructs any significant
     improvements at the site, purchase and maintain a Builder's
     "All-Risk" Insurance Policy in the amount of the full
     replacement cost of the Project from an insurance company
     reasonably acceptable to MedImmune, insuring against risk of
     loss and/or damage to the Project constructed by Fluor
     Daniel (including all materials, machinery, equipment and
     other items to be incorporated into the Project by Fluor
     Daniel while the same are in transit, at the Project site,
     during erection and otherwise but excluding, without
     limitation, items furnished by MedImmune or others not
     within Fluor Daniel's control), and all construction tools
     and equipment used by Fluor Daniel in constructing the
     Project which are in the custody of Fluor Daniel.  MedImmune
     shall reimburse Fluor Daniel for the cost of this policy,
     and such cost is not included in the Contract Price.
     MedImmune shall be made co-loss payee as its interests may
     appear under this policy.  Fluor Daniel shall have the right
     to adjust Builder's "All Risk" Insurance claims, with
     participation by MedImmune, and, subject to the provisions
     of the Loan Documents, the proceeds of such insurance shall
     be paid to Fluor Daniel as the Services and repair,
     replacement or reconstruction progresses.  Fluor Daniel
     shall be obligated to repair, replace or reconstruct any
     portion of the Project which is lost, damaged or destroyed,
     prior to Completion or any transfer of care, custody and
     control of the Project agreed to in writing by MedImmune.
     MedImmune assumes all responsibility for such loss, damage
     and destruction after Completion or such transfer of care,
     custody and control to MedImmune agreed to in writing by
     MedImmune.  Any agreed upon completion dates and Milestone
     dates shall be equitably adjusted to account for the time
     required for any such repair, replacement and/or
     reconstruction.  Fluor Daniel's liability in connection with
     repair, replacement and/or reconstruction of the Project or
     any portion thereof, shall in no event exceed the sum of (1)
     the proceeds to Fluor Daniel of the Builder's "All-Risk"
     Insurance; plus (2) the amount of any deductible under such
     Builder's "All-Risk" Insurance (if and to the extent such
     loss was caused by the negligence or breach of contract by
     Fluor Daniel or its subcontractors); plus (3) repair,
     replacement or reconstruction costs arising from Fluor
     Daniel's gross negligence or willful misconduct.

6.3  MedImmune's Property

     Except as provided in Section 6.2 above, MedImmune assumes
     all risk of and responsibility for all loss of, damage to
     and/or destruction of the Project and all property owned by
     or in the custody of MedImmune, including its affiliates,
     however such loss, damage or destruction shall occur.
     Except as provided in Section 6.2 hereof, MedImmune waives
     any recovery rights it may have against Fluor Daniel for any
     such loss, damage or destruction and agrees to obtain a
     waiver of subrogation rights of its insurers against Fluor
     Daniel for any such loss, damage or destruction.  If
     MedImmune is not the sole owner of the Project site and all
     property thereat, MedImmune shall obtain an undertaking from
     the other owners thereof sufficient to provide to Fluor
     Daniel the same protection from liability for loss or damage
     as would be afforded to Fluor Daniel under this Agreement if
     MedImmune were the sole owner.

6.4  Mutual Waiver of Subrogation

     MedImmune and Fluor Daniel hereby waive all rights against
     each other and any of their subcontractors, sub-
     subcontractors, agents, affiliates, assigns and employees,
     each of the other, for damages caused by fire or other
     perils to the extent covered by property insurance obtained
     in accordance with the terms of Section 6.2 and 6.3 above or
     any other property insurance obtained by the injured party.
     All such insurance policies shall provide waivers of
     subrogation by the insurance carrier 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.  Fluor Daniel
     shall require from its subcontractors and subcontractors
     similar waivers in favor of Fluor Daniel and MedImmune.

6.5  Limitations

     Fluor Daniel shall have no obligation to MedImmune with
     respect to any damage to or loss of property caused by the
     perils of war, insurrection, revolution, nuclear reaction or
     other like perils as may be excluded under the scope and
     limits of the insurance coverage provided pursuant to
     Sections 6.2, 6.3 and  7.1.  MedImmune shall have no
     liability to Fluor Daniel with respect to such excluded
     risks; provided, however, that Fluor Daniel shall have no
     obligation to repair or rebuild the facilities
     (notwithstanding any provision to the contrary in Section
     6.2) as a result of damage caused by such excluded risk
     unless and to the extent that MedImmune agrees by change
     order to pay Fluor Daniel for such repairs or rebuilding.

6.6  Safety

     Fluor Daniel shall be responsible for initiating,
     maintaining and providing supervision of safety precautions
     and programs in connection with the Services.  Fluor Daniel
     shall take reasonable precautions for safety of, and shall
     provide reasonable protection to prevent damage, injury or
     loss to (1) employees on the Services and other persons who
     may be affected thereby; (2) the Services and materials and
     equipment to be incorporated therein whether in storage on
     or off site; and (3) other property at or adjacent to the
     site.  Fluor Daniel shall give notices and comply with
     applicable laws, ordinances, rules, regulations and orders
     of public authorities bearing on the safety of persons and
     property and their protection from damage, injury or loss.
     Fluor Daniel shall require and be responsible for the
     erection and maintenance as required by existing conditions
     and progress of the Services, of all 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
     facilities.  The parties agree that this Section 6.6 shall
     neither enlarge nor limit Fluor Daniel's indemnity
     obligations, nor the parties' allocation of risk concerning
     property damage, all as set out in Sections 6.1 through 6.5
     above.


                          ARTICLE VII
                           INSURANCE

7.1  Fluor Daniel's Commitment

     Commencing with the performance of its Services hereunder,
     and continuing during the performance of any such Services,
     Fluor Daniel shall maintain in force standard insurance
     policies from reputable insurance carriers reasonably
     acceptable by MedImmune authorized to do business in the
     State of Maryland, as follows:

          (a)  Worker's Compensation and/or all other disability
          benefit or Social Insurance in accordance with the
          statutory requirements of the state, province or
          country having jurisdiction over Fluor Daniel's
          employees who are engaged in the Services, with
          Employer's Liability of One Million Dollars
          ($1,000,000).

          (b)  Commercial General Liability, including
          Contractual Liability and Products/Completed Operations
          coverage, covering bodily injury, sickness, disease
          and/or death of persons and loss of and/or damage to
          property.  Such insurance shall be provided in a
          Combined Single Limit of Five Million Dollars
          ($5,000,000).

          (c)  Automobile Liability insurance covering owned, non-
          owned and hired vehicles, with a combined single limit
          of One Million Dollars ($1,000,000), covering bodily
          injury to and/or death of persons and loss of and/or
          damage to property.

          (d)  Excess Umbrella Liability covering (b) and (c) and
          the Employer's Liability part of (a), above, with a
          combined single limit of Ten Million Dollars
          ($10,000,000.00).

7.2  Certificates

     The foregoing insurance shall be maintained with carriers
     reasonably satisfactory to MedImmune, and the terms of
     coverage shall be as evidenced by certificates to be
     furnished to MedImmune.  Such certificates shall provide
     that thirty (30) days' written notice shall be given to
     MedImmune prior to cancellation or material alteration of
     any policy.

7.3  Subrogation

     The parties each agree to cause their respective insurers to
     waive rights of subrogation against the other in any
     policies of insurance that may apply with respect to claims
     arising out of or relating to this Agreement.


                          ARTICLE VIII
                  TERMINATION AND CANCELLATION


8.1  Termination by MedImmune

     Should Fluor Daniel become insolvent or bankrupt, or should
     Fluor Daniel refuse or neglect to supply a sufficient number
     of properly skilled workmen, equipment, tools or material
     within Fluor Daniel's control, or should Fluor Daniel fail
     to timely pay its subcontractors, or should Fluor Daniel
     commit a substantial breach of this Agreement, and should
     Fluor Daniel thereafter fail to commence proceedings in good
     faith to remedy such within ten (10) days after written
     demand by MedImmune and to effect a cure within a reasonable
     time, MedImmune may terminate this Agreement and enter upon
     the premises and take possession thereof and at the same
     time instruct Fluor Daniel to remove from the premises all
     of its tools, equipment and supplies, or MedImmune may take
     possession of Fluor Daniel's tools and equipment for the
     purpose of completing the Services.  Upon any such
     termination, Fluor Daniel shall be liable to MedImmune for
     the direct costs incurred by MedImmune to complete the
     Project (including soft costs and reasonable attorneys' fees
     incurred in placing the completion contract and the rental
     costs of Fluor Daniel's tools and equipment as assessed
     pursuant to this Section 8.1) to the extent such costs,
     together with the amounts previously paid to Fluor Daniel,
     are in excess of the Contract Price provided in Paragraph
     3.1 (subject to adjustment as provided herein).  MedImmune
     agrees to act in good faith and to take all reasonable steps
     to mitigate the cost to complete the Project.  If Completion
     is delayed, Fluor Daniel shall be responsible for liquidated
     damages, as provided in Section 9.4(b), for the portion of
     such delay attributable to Fluor Daniel's demobilization,
     the placement of a completion contract, and the mobilization
     of the completing contractor.

     In the event that MedImmune uses any of Fluor Daniel's
     equipment or tools, MedImmune shall return the same to Fluor
     Daniel in good condition and repair, reasonable wear and
     tear excepted, and shall pay Fluor Daniel for the use
     thereof at Fluor Daniel's standard rental rates then in
     effect.  If and to the extent such costs of completing the
     Project are less than the balance of the Contract Price,
     Fluor Daniel shall be paid the difference, not to exceed the
     total actual cost (excluding home office overhead and
     profit) incurred by Fluor Daniel under this Agreement as of
     the date of termination which remains unpaid.

8.2  Termination by Fluor Daniel

     Should MedImmune become insolvent or bankrupt or commit a
     substantial breach or default of any of the covenants or
     obligations hereunder and (a) fail to remedy the same within
     ten (10) days after written notice thereof from Fluor
     Daniel, if the breach constitutes a failure to pay money, or
     (b) fail to commence in good faith to remedy the same within
     ten (10) days after written notice thereof from Fluor Daniel
     and thereafter to effect a cure within a reasonable time, if
     the breach is other than to pay money, then Fluor Daniel may
     terminate this Agreement.  Should Fluor Daniel so terminate
     this Agreement, it shall be paid for all costs incurred for
     Services performed through the date of termination, all
     termination charges by vendors, subcontractors and others,
     an equitable portion of any fees and/or profit, and the cost
     of all demobilization expenses, in accordance with the
     provisions of Article III; provided, however, that no
     demobilization costs shall be reimbursable in the event that
     such termination occurs after Fluor Daniel has been paid, or
     is entitled to be paid, 50% of the Contract Price.   Fluor
     Daniel agrees to act in good faith and to take all
     reasonable steps to mitigate such costs.   Notwithstanding
     any of the foregoing to the contrary, in the event
     MedImmune, in good faith, contests the amount of payment
     claimed by Fluor Daniel to be owing to Fluor Daniel under
     this Agreement, Fluor Daniel shall continue performance of
     the Services pending resolution of such dispute provided
     that MedImmune pays to Fluor Daniel all amounts (and
     portions thereof) which are not subject to a good faith
     dispute, and provided, further, that the Disputed Amount (as
     defined below) does not exceed Three Million Dollars
     ($3,000,000.00) in the aggregate.  The difference between
     the amount paid by MedImmune and the amount claimed in good
     faith by Fluor Daniel to be owing is referred to herein as
     the "Disputed Amount."  Notwithstanding the foregoing, in
     the event that the Disputed Amount at any time exceeds Three
     Million Dollars ($3,000,000.00) in the aggregate for more
     than thirty (30) days, the parties shall be entitled to
     exercise any remedies they may have under this Agreement,
     including without limitation, those under Section 8.2.  In
     the event of termination for events of default other than
     the failure to pay money, Fluor Daniel and MedImmune agree
     to submit the issue of the validity of such termination to
     binding arbitration within 30 days of Fluor Daniel's notice
     of default.

8.3  Cancellation

     MedImmune reserves the right to cancel the Services without
     cause upon ten (10) days' written notice to Fluor Daniel,
     unless Fluor Daniel agrees in writing to a shorter notice
     period.  Should the Services be so cancelled by MedImmune,
     Fluor Daniel shall be paid for all for Services performed
     through the date of cancellation, all proven cancellation
     charges by vendors, subcontractors and others, an equitable
     portion of any fees and/or profit, and the cost of all
     demobilization expenses, in accordance with the provisions
     of this Agreement.


                           ARTICLE IX
              COMPLETION, START UP AND VALIDATION


9.1  Scheduled Completion

     Fluor Daniel shall commence the Services immediately after
     the date of this Agreement and shall prosecute the Services
     continuously, expeditiously and with adequate forces and due
     diligence.  TIME IS OF THE ESSENCE with respect to the date
     scheduled for Completion, but not with respect to other
     scheduled dates or Milestones.   The Project is scheduled to
     be Complete on or before December 31, 1997, which scheduled
     date is subject to adjustment only as expressly provided
     herein.

9.2  Acceptance

          (a)  Mechanical Completion  When Fluor Daniel deems it
          has achieved Mechanical Completion with respect to the
          Project as defined in Exhibit A, it shall so notify
          MedImmune in writing.  At MedImmune's option and sole
          discretion, Fluor Daniel shall notify MedImmune
          regarding Mechanical Completion of specific portions of
          the Project.  Within ten (10) days thereafter,
          MedImmune shall advise Fluor Daniel in writing of any
          defects in the Services or incomplete items for which
          Fluor Daniel is responsible under this Agreement which
          prevent achievement of Mechanical Completion.  As soon
          as such defects and incomplete items are corrected (or
          as soon as the ten (10) day period for such notice has
          expired if MedImmune does not advise Fluor Daniel of
          any such defects or incomplete items within the
          period), Fluor Daniel shall be deemed to have achieved
          Mechanical Completion with respect to all or the
          specific portion of the Project.

          (b)  Start Up and Validation  Following Mechanical
          Completion, Fluor Daniel will complete all remaining
          Services, provide personnel, tools and equipment, and
          materials necessary or appropriate to start up the
          Project (with "water runs" and not actual feedstock),
          and shall Validate the Project through IQ and OQ, all
          as described in more detail in Exhibit "A".  Validation
          of the Project following IQ and OQ shall be within the
          discretion of, and shall be the responsibility of
          MedImmune.

          (c)  Completion  "Completion" shall have occurred when
          Fluor Daniel has fully and finally completed all the
          Services and OQ has been achieved, provided that (i)
          Fluor Daniel shall provide to MedImmune thirty (30) day
          advance notice prior to the estimated date of
          Completion; (ii) Fluor Daniel shall have complied with
          the requirements of Section 4.4, and (iii) the
          appropriate governmental authorities shall have issued
          a certificate of occupancy or its equivalent for the
          Project (unless the nonissuance thereof is for reasons
          related solely to bureaucratic delay notwithstanding
          Fluor Daniel's timely compliance with its obligations
          hereunder).

9.3  Nonwaiver

     No acceptance or deemed acceptance of the Services by
     MedImmune under Paragraph 9.2 shall (1) affect any warranty
     of Fluor Daniel hereunder, (2) modify or impair the
     obligation of Fluor Daniel to perform the Services in
     accordance with this Agreement, including, without
     limitation, the obligation to construct the Project in
     accordance with MedImmune-approved plans and specifications
     and applicable Laws or (3) otherwise constitute a waiver or
     acceptance of any defective or nonconforming work other than
     nonconforming work specifically acknowledged and approved in
     writing by MedImmune.

9.4  Early Completion Bonus/Liquidated Delay Damages

     (a) Early Completion Bonus  If Fluor Daniel achieves
     Completion prior to December 15, 1997 (as such date may be
     hereafter adjusted as provided in this Agreement), MedImmune
     will pay Fluor Daniel an early completion bonus of $250,000
     per week for each week of early Completion with a cap not to
     exceed Four Million Dollars ($4,000,000.00).

     (b) Liquidated Delay Damages  If Fluor Daniel does not
     achieve Completion until after December 31, 1997 (as such
     date may be hereafter adjusted, but only as expressly
     provided in this Agreement), Fluor Daniel shall pay
     MedImmune as liquidated damages (and not as a penalty) One
     Hundred Thousand Dollars ($100,000.00) per week for the
     first four weeks; Four Hundred Thousand Dollars
     ($400,000.00) per week for the next eight weeks and Fifty
     Thousand Dollars ($50,000) per week after March 31, 1998.
     In no event shall Fluor Daniel's total aggregate liability
     under this Agreement for liquidated damages exceed Four
     Million Dollars ($4,000,000.00).  The parties hereby agree
     that in the event that Fluor Daniel does not achieve
     Completion by the date scheduled for Completion (as such
     date may be hereafter adjusted, but only as expressly
     provided in this Agreement), MedImmune will suffer damages
     which will be difficult to calculate and the parties agree
     that the liquidated damages provided in this Section 9.4(b)
     are a fair and reasonable estimate thereof and shall not be
     viewed as a penalty.

     (c)  For purposes of this Article 9, the figures for Early
     Completion Bonuses and/or Liquidated Delay Damages shall be
     pro-rated on a daily basis for partial weeks of early
     completion or delay.

     (d) Exclusive Remedy  The parties hereby agree that the
     Liquidated Damages provided in Section 9.4(b) (and the
     rights as referenced in Section 8.1) of this Agreement,
     shall be the sole and exclusive remedies of MedImmune
     against Fluor Daniel and the sole and exclusive liabilities
     of Fluor Daniel to MedImmune in connection with any failure
     or alleged failure to timely perform and/or complete any of
     its obligations under this Agreement, and Fluor Daniel shall
     not have any other or further liabilities in connection with
     the timeliness of its performance under this Agreement.


                           ARTICLE X
                       GENERAL PROVISIONS


10.1 Independent Contractor

     Fluor Daniel shall be an independent contractor with respect
     to the Services to be performed hereunder.  Except as
     hereinabove noted, neither Fluor Daniel nor its
     subcontractors, nor the employees of either, shall be deemed
     to be the servants, employees or agents of MedImmune.

10.2 Safety, Environmental and Legal Compliance

          (a)  Fluor Daniel shall perform all Services and give
          all notices in compliance in all material respects with
          all applicable federal, state and local laws, rules,
          regulations, permits, approvals and ordinances
          including, without limitation, the Food, Drug &
          Cosmetic Act and the rules and regulations promulgated
          thereunder and all environmental laws, rules and
          regulations ("Laws").

          (b)  Anything herein to the contrary notwithstanding,
          title to, ownership of, and legal responsibility and
          liability for any and all "Pre-Existing Contamination"
          shall at all times remain with MedImmune.  Pre-Existing
          Contamination is any hazardous or toxic substance
          present at the Project site which was not brought onto
          such site by Fluor Daniel, its agents or
          subcontractors.  MedImmune releases, and agrees to
          defend, indemnify and hold Fluor Daniel harmless from
          and against any and all liability which may in any
          manner arise or in any way be directly or indirectly
          caused by such Pre-Existing Contamination.

          (c)  Notwithstanding Sections 5.1 and 10.2(a), and any
          other provisions to the contrary, the parties recognize
          that certain legal requirements (including, without
          limitation, environmental, validation, health and
          safety requirements) are imprecise and subject to
          varied interpretation and that therefore Fluor Daniel's
          obligation of designing in accordance with and
          otherwise complying with Laws shall be limited to its
          obligation to design the Project in accordance with
          and/or to otherwise comply with Laws and
          interpretations thereof which are generally known or
          should be known by engineering and construction
          contractors of Fluor Daniel's size, sophistication and
          experience (inclusive, without limitation, experience
          in the design, engineering, procurement, construction
          and validation of biotechnology and/or bioprocessing
          manufacturing facilities)  at the effective date of
          this Agreement (the "Recognized Laws").  Fluor Daniel
          shall modify the Services as necessary to comply with
          changes in the Recognized Laws, provided, however, that
          such modification shall be considered a change in the
          Services under Section 3.2.

10.3 Force Majeure

     Any delays in or failure of performance by MedImmune or
     Fluor Daniel, other than payment of money, shall not
     constitute default hereunder if and to the extent such
     delays or failures of performance are caused by occurrences
     which are unforeseen and are beyond the control of MedImmune
     or Fluor Daniel, as the case may be (after diligence to
     overcome or prevent such occurrences) including, but not
     limited to: acts of God or the public enemy; expropriation
     or confiscation of facilities; compliance with any order or
     request of any governmental authority, unless such order is
     reasonably foreseeable or arises in connection with a
     default hereunder; act of war or rebellion or sabotage or
     damage resulting therefrom; unavoidable fires, floods,
     explosions, or accidents not caused by the negligence or
     willful misconduct of the party seeking force majeure
     treatment; adverse weather patterns which are abnormal for
     the geographic area in which the project is located; or
     riots or strikes or other concerted acts of workmen, whether
     direct or indirect; or any causes, whether or not of the
     same class or kind as those specifically above named, which
     are not reasonably foreseeable at the time the Services were
     commenced and which are not within the control of MedImmune
     or Fluor Daniel respectively, and which by the exercise of
     reasonable diligence, MedImmune or Fluor Daniel are unable
     to prevent.  The Contract Price, the Project Schedule, if
     any, and any scheduled completion date(s) shall be equitably
     adjusted to account for any force majeure event and Fluor
     Daniel shall be reimbursed by MedImmune only for all
     external costs (excluding overhead, general conditions, and
     all costs of Fluor Daniel employees on site or in
     supervisory, administrative, or executive roles) incurred in
     connection with or arising from a force majeure event
     including, but not limited to, those external costs incurred
     in the exercise of reasonable diligence to avoid or mitigate
     a force majeure event.  Fluor Daniel will use reasonable
     efforts to exclude reimbursement of force majeure costs in
     the subcontracts it places on this Project.  Notwithstanding
     any of the foregoing to the contrary, Fluor Daniel hereby
     acknowledges that it is experienced in the construction of
     projects similar to the Project, and that, based on such
     experience, it believes that the Project can be completed
     within the time frame set forth in this Agreement, taking
     into account normal and foreseeable delays in processing
     permits by governmental authorities, normal delays in
     deliveries of materials, normal weather patterns for the
     geographic area in which the Project is located and similar
     occurrences for similar types of projects in the geographic
     area in which the Project is located.  Fluor Daniel may
     terminate this Agreement pursuant to the terms of Section
     8.2 in the event any force majeure event continues for more
     than 90 days (but shall not be paid any of its remaining
     fees or profit in such instance).

10.4 Title to Plans and Specifications

     All drawings and specifications prepared by Fluor Daniel
     pursuant to this Agreement which Fluor Daniel supplies to
     MedImmune in accordance with this Agreement shall become the
     property of MedImmune.  MedImmune shall indemnify, defend
     and hold Fluor Daniel harmless from and against all losses,
     expenses, claims and damages which result from any
     disclosure, use or reuse of any such items other than in
     connection with completing construction, maintenance,
     operation, modification and/or repair of the subject
     Project.

10.5 Patents

     Fluor Daniel agrees to include, as a term or condition of
     each purchase order or other agreement employed by it in the
     performance of the Services, a patent indemnification
     provision extending from the vendor under such purchase
     order or other agreement to MedImmune and Fluor Daniel, and
     to render such assistance to MedImmune as may be reasonably
     required to enforce the terms of such indemnification.

10.6 Secrecy Agreements

     Any agreements or representations between Fluor Daniel and
     MedImmune entered into prior to the effective date hereof
     relating to secrecy or confidentiality of information
     exchanged between Fluor Daniel and MedImmune shall survive
     any completion of the Services hereunder, or any other
     termination or cancellation of this Agreement, in accordance
     with the respective terms and conditions of such other
     agreement or agreements.

10.7 Representations and Remedies

     Fluor Daniel and MedImmune make no representations,
     covenants, warranties or guarantees, express or implied,
     other than those expressly set forth herein.  The parties'
     rights, liabilities, responsibilities and remedies with
     respect to the Services, whether in contract, tort,
     negligence or otherwise, shall be exclusively those
     expressly set forth in this Agreement.

10.8 Damages

     Except only for: (i) the liquidated damages provided in
     Section 9.4(b); (ii) those damages or obligations expressly
     set forth in Sections 8.1; and (iii) such damages that may
     arise from Fluor Daniel's fraud, gross negligence or willful
     misconduct; Fluor Daniel shall in no event be responsible or
     held liable for any indirect, incidental, special or
     consequential damages of any nature whatsoever, including,
     without limitation, liability for loss of use of property,
     loss of profits or other revenue, interest, loss of product,
     increased expenses or business interruption, however the
     same may be caused and in no event shall Fluor Daniel's
     total aggregate liability to MedImmune in connection with
     the Services and/or this Agreement (including any breach
     thereof) exceed the Contract Price.

10.9 Audit and Maintenance of Records

     MedImmune shall have the right to audit and inspect Fluor
     Daniel's records and accounts covering costs reimbursable
     hereunder at all reasonable times during the course of the
     Services and for a period of one (1) year after the earlier
     of (i) acceptance thereof pursuant to Section 9.2, or (ii)
     termination thereof pursuant to Article VIII; provided,
     however, no audit rights shall extend to the make-up of
     fixed rates, unit rates, or of costs which are expressed in
     terms of percentages of other costs.

10.11     Assignment

     This Agreement shall not be assignable by either party
     without the prior written consent of the other party hereto,
     except that (a) it may be assigned without such consent to
     the legal successor of either party, or to a person, firm or
     corporation acquiring all or substantially all of the
     business assets of such party or to a wholly owned
     subsidiary of either party, but any such assignment shall
     not relieve the assigning party of any of its obligations
     under this Agreement.  No assignment of this Agreement shall
     be valid until this Agreement shall have been assumed by the
     assignee.  When duly assigned in accordance with the
     foregoing, this Agreement shall be binding upon and shall
     inure to the benefit of the assignee.

10.12     Subcontracts

     Fluor Daniel may subcontract portions of the Services
     required to be performed by Fluor Daniel to an independent
     subcontractor, provided that such subcontract shall not
     relieve Fluor Daniel of any of its obligations under this
     Agreement.  Fluor Daniel may have portions of the Services
     performed by its affiliated entities or their employees, in
     which event Fluor Daniel shall be responsible for such
     Services and MedImmune shall look solely to Fluor Daniel as
     if the Services were performed by Fluor Daniel.  Each
     subcontract shall be expressly assignable to MedImmune,
     their successors and assigns.

10.13     Notices

     All notices pertaining to this Agreement shall be in writing
     and, if to MedImmune, shall be sufficient when sent
     guaranteed overnight delivery by a nationally recognized
     reputable courier to MedImmune at the following address:

                         MedImmune, Inc.
                         35 West Watkins Road
                         Gaithersburg, MD  20878

                         Attention:  David Mott

     With a copy to:

                         Dewey Ballantine
                         1775 Pennsylvania Ave., N.W.
                         Washington, D.C.  20006

                         Attention:  Howard J. Rosenstock
 
     All notices to Fluor Daniel shall be sufficient when sent
     guaranteed overnight delivery by a nationally recognized
     reputable courier to Fluor Daniel at the following address:

                        Fluor Daniel, Inc.
                        301 Lippincott Centre
                        P.O. Box 950
                        Marlton, NJ  08053

                        Attention: Tom Trevithick

     Notices shall be deemed sent when received.

10.14     Miscellaneous

          (a)  This Agreement shall be governed by and
          interpreted in accordance with the laws of the State of
          Maryland.

          (b)  Headings and titles of Articles, Sections,
          Paragraphs and other parts and subparts of this
          Agreement are for convenience of reference only and
          shall not be considered in interpreting the text of
          this Agreement.  Modifications or amendments to this
          Agreement must be in writing and executed by duly
          authorized representatives of each party.

          (c)  Except as expressly stated to the contrary herein,
          indemnities against, releases from, assumptions of and
          limitations on liability expressed in this Agreement,
          as well as waivers of subrogation rights, shall apply
          even in the event of the fault, negligence or strict
          liability of the party indemnified or released or whose
          liability is limited or assumed or against whom rights
          of subrogation are waived and shall extend to the
          officers, directors, employees, licensors, agents,
          affiliates, partners and related entities of such
          party.

          (d)  In the event that any portion or all of this
          Agreement is held to be void or unenforceable, the
          balance of this Agreement shall remain effective and
          the parties agree to negotiate in good faith to reach
          an equitable agreement as to the unenforceable or void
          provision which shall effect the original intent of the
          parties as set forth in this Agreement.

          (e)  The parties agree to look solely to each other and
          to their permitted assigns under Section 10.11, with
          respect to the performance of this Agreement and the
          Services to be provided hereunder.  This Agreement and
          each and every provision hereof is for the exclusive
          benefit of MedImmune and Fluor Daniel and not for the
          benefit of any third party, and no third party shall be
          entitled to rely upon or enforce the terms of this
          Agreement, or to be a third party beneficiary thereof,
          except to the extent expressly provided in Section
          10.14 (c).

          (f)  The provisions of this Agreement which by their
          nature are intended to survive the termination,
          cancellation, completion or expiration of the
          Agreement, including, but not limited to, indemnifies
          and any expressed limitations of or releases from
          liability, shall continue as valid and enforceable
          obligations of the parties notwithstanding any such
          termination, cancellation, completion or expiration.

          (g)  No failure by either party to insist on
          performance of any term, condition, or instruction, or
          to exercise any right or privilege included in this
          Agreement, shall construe a waiver of any breach hereof
          unless waived in writing by such party and no such
          written waiver of any breach shall constitute a waiver
          of any subsequent breach of any other term, condition,
          instruction, breach, right or privilege.

          (h)  All claims, disputes and other matters in question
          which arise out of or relate to this Agreement
          (including any breach thereof) shall be decided by a
          court of competent jurisdiction without a jury, in the
          state or federal courts in the State of Maryland.

          (i)  The parties hereby agree that regardless of any
          statute of limitations period or any other time within
          which a party is allowed to commence an action under
          Maryland or other applicable law, any legal action or
          proceeding commenced by any party under this Agreement
          against another party in connection with this Agreement
          (including, without limitation, any breach thereof),
          other than an action premised on fraud, must be
          commenced no later than three (3) years after the
          earlier of (i) Completion or (ii) termination or
          cancellation of the Services under Article VIII.

10.15     Fluor Daniel Representations and Warranties

     Fluor Daniel hereby represents and warrants that prior to
     entering into this Agreement, it has examined and inspected
     the site at which the Project will be located and has
     satisfied itself as to the conditions thereof, and reviewed
     all available data and reports pertaining to the site,
     including any environmental reports, soil samples and
     related studies.  Fluor Daniel hereby represents and
     warrants that it possesses the experience, expertise and
     resources necessary to perform the Services under this
     Agreement and to otherwise design, engineer, construct and
     validate the Project.  Fluor Daniel shall employ an
     experienced (in comparable projects) and competent Project
     construction team.  If MedImmune reasonably requests that a
     member of the Project construction team be removed for
     cause, then Fluor Daniel shall make such change promptly.

10.16     Work by MedImmune

     MedImmune shall have access to the Project at all times.
     MedImmune reserves the right to perform work related to, but
     not part of, the Project and to award separate contracts in
     connection with other work at the site.  Fluor Daniel shall
     afford MedImmune's separate contractors reasonable
     opportunity for introduction and storage of their materials
     and equipment for execution of their work.  Any material
     interference with the progress of Fluor Daniel's Services by
     MedImmune or its separate contractors after notice and
     failure to cure within twenty-four hours shall give rise to
     a change order adjusting the Contract Price and Schedule for
     the effects of such interference.


IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.

MedImmune, Inc.                    Fluor Daniel, Inc.

By:  Wayne T. Hockmeyer            By:  Tom Trevithick
Name Printed: Wayne T. Hockmeyer   Name Printed: Tom Trevithick
Title:  Chairman and Chief         Title:  Vice President,
        Executive Officer                   General Manager



                                                      Exhibit "A"

SCOPE OF SERVICES/FACILITIES



(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR ENTIRE EXHIBIT A)




Exhibit B
Contract:  23619800
MedImmune, Inc.
Frederick, MD - Manufacturing Facility
                                                                           
Fluor Daniel Milestone Payment Schedule Blood
Fractionation, Cell Culture, Sterile Fill & Utilities
ACCELERATED PROJECT SCHEDULE
                                                                       
                                                       Activity     Total
Invoice #      Through           Activities             Value     Invoice $
------------- --------  ----------------------------  ----------- ----------
Previous       6/30/96  Flour Daniel Preliminary                            
                       Engineering/Subcontracts/       1,313,359  1,313,359
                       Equipment(invoiced or paid
                       to date- 5/31/96)
                                                                            
Milestone-0             Contract Closing                3,500,000  3,500,000
                                                                            
Milestone-1    7/31/96  Release Mill Order for                              
                       Structural Steel                  200,000  1,063,085
                       Deep Foundations Package                            
                       Issued for Bid                    200,000
                       Obtain Mass Grading Permit        200,000
                       Substantial Start of P&ID's       263,085
                       Site Preparation Package                            
                       Issued for Bid                    200,000
                                                                            
Milestone-2    8/31/96  Site Civil Construction                             
                        Plans Complete                    300,000  1,670,780
                        Foundation Package Issued                           
                        for Bid                           350,000
                        Construction Management                             
                        Mobilized to Project Site         320,780
                        Award Site Preparation                              
                        Contract                          300,000
                        Substantial Start of Rough                          
                        Grading                           400,000
                                                                           
Milestone-3    9/30/96  Issue P&ID's for Approval                           
                                                         500,000  2,710,610
                        Building Foundations                                
                        Contract Awarded                  460,610
                        Structural Steel Fabrication                        
                        Drawings Issued                   600,000
                        Bid & Award Bioreactors           550,000           
                        Rough Grading Completed           600,000           
                                                                           
Milestone-4   10/31/96  Roofing Contract Awarded          600,000  3,068,753
                        Moblization Complete              600,000           
                        Substantial Start of                                
                        Structural Steel                  600,000
                        Deep Foundations Completed        668,753
                        Site Preparation Complete         600,000
                                                                            
Milestone-5   11/30/96  Substantial Start of U/G                            
                       Piping                            653,678  3,053,678
                       Substantial Start of Struct-                        
                       ural Steel for Elevated           
                       Slabs                             600,000 
                       Substantial Start of U/G                            
                       Electrical                        600,000
                       Masonry Contract Awarded          600,000           
                       Substantial Start of Roofing      600,000           
                                                                            
Milestone-6   12/31/96 Building Foundations                       3,470,623
                       Complete                          700,000
                       Structural Steel for                                 
                       Elevated Slabs Complete           700,000
                       Substantial Start of                                
                       Exterior Siding                   700,000
                       Substantial Start of                                
                       Elevated Slabs                    670,623
                       Substantial Start of Slab on                        
                       Grade                             700,000
                                                                            
Milestone-7    1/31/97 Substantial Start of                                
                       Building Electrical               750,000  3,735,216
                       Substantial Start of                                
                       Equipment Installation            750,000
                       Substantial Start of                                
                       Interior Finishes                 750,000
                       Substantial Start of                                
                       Instrumentation                   750,000
                       Substantial Start of HVAC                           
                       Ductwork Installation             735,216
                                                                            
Milestone-8    2/28/97 Structural Steel Complete         750,000  3,700,699
                       Slab On Grade Complete            750,000           
                       U/G Piping Complete               750,000           
                       Elevated Slabs Complete           750,000           
                       Equipment Foundations &                             
                       Platforms Complete                700,699
                                                                            
Milestone-9    3/31/97 Roofing Complete                  600,000  3,027,993
                       Exterior Finishes Complete        600,000           
                       Building Dried In                 600,000           
                       Substantial Start of Fire         627,993           
                       Protection IQ/OQ Development
                       Complete                          600,000           
                                                                            
Milestone-10   4/30/97 Paving/Landscaping Contract                         
                       Awarded                           600,000  2,894,999
                       HVAC Ductwork 50% Complete        600,000
                       Fire Protection 50% Complete      600,000
                       Building Electrical 50% Complete  600,000
                       Substantial Start of Cold                      
                       Boxes Installation                494,999
                                                                            
Milestone-11   5/31/97 Fire Protection Complete -                          
                       Except Heads                      550,000  2,407,894
                       Process Electrical 50%                              
                       Complete                          550,000
                       Equipment Installation 50%                          
                       Complete                          507,894
                       Process & Utility Piping 50%                        
                       Complete                          500,000
                       Instrumentation Installation                        
                       50% Complete                      300,000
                                                                            
Milestone-12   6/30/97 Substantial Start of              600,000  2,439,936
                       Painting
                       Landscape/Site Paving                              
                       Contract Awarded                  500,000
                       Interior Architectural 50%                          
                       Awarded                           500,000
                       Installation of "Cold Boxes"                        
                       Complete                          539,936
                       Equipment Installation 75%                          
                       Complete                          300,000
                                                                            
Milestone-13   7/31/97 Substantial Start of                                
                       Validation Field Service          553,032  2,353,032
                       Building Electrical Complete      500,000           
                       Substantial Start of              500,000           
                       Landscape/Site Paving
                       HVAC Installation Complete        500,000           
                       Substantial Start of                                
                       Insulation                        300,000
                                                                            
Milestone-14   8/31/97 Equipment Installation                              
                       Complete                          200,000  1,142,674
                       Process Electrical Complete       200,000           
                       Validation Services - I/Q/OQ                        
                       20% Complete                      242,674
                       Substantial Start of Start-                         
                       Up Services                       300,000
                       HVAC Testing And Balancing                          
                       Complete                          200,000
                                                                            
Milestone-15   9/30/97 Manufacturing Facility                              
                       Mechanically Complete              90,000    404,876
                       Insulation Complete                90,000           
                       Instrumentation Complete           90,000           
                       Interior Architectural                              
                       Finishes Complete                  90,000
                       Validation Services IQ/OQ                           
                       40% Complete                       44,876
                                                                            
Milestone-16  10/31/97 Validation Services - IQ/OQ                         
                       60% Complete                       92,994    185,988
                       Start-Up 50% Complete                               
                                                          92,994
                                                                            
Milestone-17  11/30/97 Validation Services - IQ/OQ                         
                       80% Complete                      176,251    176,251
                       Start-up Services Complete                          
                                                                            
Milestone-18  12/31/97 Project Validation Complete       179,554    179,554
                                                                  ----------
                                                                  42,500,000
                                                                  ==========



                           EXHIBIT B-1

       LETTER OF CREDIT DRAFT IN LIEU OF RETENTION SAMPLE


     ISSUING BANK:                 A1 CREDIT BANK
                                   COMPLETE ADDRESS


     BENEFICIARY:                  FULL CLIENT NAME
                                   COMPLETE ADDRESS
                                   ATTN:  CONTACT NAME


AT THE REQUEST AND FOR THE ACCOUNT OF (FLUOR ENTITY),
_____________________, WE HEREBY ISSUE THIS IRREVOCABLE STANDBY
LETTER OF CREDIT IN THE AMOUNT OF __________________________
($________), WHICH IS AVAILABLE AGAINST SIGHT DRAFT(S) OF THE
BENEFICIARY BEARING THE CLAUSE "DRAWN UNDER IRREVOCABLE STAND-BY
LETTER OF CREDIT NUMBER _______________" AND ACCOMPANIED BY THE
FOLLOWING DOCUMENTS:

1.   A CERTIFICATE DATED AND SIGNED BY A PURPORTED AUTHORIZED
     OFFICER OF THE BENEFICIARY STATING:  "WE CERTIFY THAT THE
     AMOUNT OF OUR DRAWING UNDER LETTER OF CREDIT NUMBER
     ______________ IS DUE US AS (FLUOR ENTITY) IS IN DEFAULT OF
     ITS OBLIGATIONS WITH US UNDER CONTRACT NO. ____________
     DATED _________________________."

2.   A CERTIFICATE DATED AND SIGNED BY A PURPORTED AUTHORIZED
     OFFICER OF THE BENEFICIARY STATING:  "WE CERTIFY THAT THE
     AMOUNT OF THE DRAFT PRESENTED DOES NOT EXCEED THE GREATER OF
     THE AMOUNT ALLOWED PURSUANT TO ARTICLE _____, PARAGRAPH ____
     OF SAID CONTRACT OR THE AMOUNT IN DISPUTE LESS ANY AMOUNTS
     PREVIOUSLY DRAWN UNDER THIS LETTER OF CREDIT.

3.   A COPY OF THE LETTER DATED AT LEAST SEVENTY-TWO (72) HOURS
     PRIOR TO THE DRAWING UNDER THIS LETTER OF CREDIT ADDRESSED
     TO (FLUOR ENTITY) READING AS FOLLOWS:  "WE HEREBY INDICATE
     OUR INTENTION TO DRAW UNDER ___________ BANK LETTER OF
     CREDIT NO. ___________."

WE ENGAGE WITH YOU THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE
WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED UPON
DELIVERY OF DOCUMENTS AS SPECIFIED IF PRESENTED AT THIS OFFICE ON
OR BEFORE DECEMBER 31, 1998.

PARTIAL DRAWINGS ARE PERMITTED.

ALL AMOUNTS DRAWN IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF
THIS LETTER OF CREDIT WILL BE TRANSFERRED BY WIRE TRANSFER INTO
THE BENEFICIARY'S ACCOUNT NUMBER _____________ IN
_____________________________(BANK).  ABA
NO.______________________________________(CITY),_________________
____(STATE).

THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND
PRACTICES FOR DOCUMENTARY CREDITS (1983 REVISION).  INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION 500.


                          EXHIBIT "C"

                 SCHEDULE OF REIMBURSABLE COSTS




I. LABOR AND CERTAIN OVERHEAD COSTS

   A.   Home Office and Validation Personnel

       The services of all Fluor Daniel personnel, including of
     Engineering, Validation, and Home Office Support for
     Construction [other than (i) Field Salaried Personnel and
     (ii) Field Craft Personnel], which personnel are
     hereinafter referred to as "Home Office Personnel", will be
     invoiced on an hourly basis at the billing rates set forth
     in the attached Home Office Labor Rate Schedule.  These
     rates will increase by six percent (6%) on June 1, 1997,
     and will be subject to further revision on each year
     thereafter.


   B.  Field Personnel

     1.  Field Salaried Personnel

       The services of all Fluor Daniel salaried and contract
     agency personnel who are permanently assigned to the
     Project site, which personnel are hereinafter referred to
     as "Field Salaried Personnel", will be invoiced on an
     hourly basis at their actual base compensation multiplied
     by a multiplier of (CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED).  This multiplier will be subject to revision on
     June 1, 1997 and on each year thereafter.

     2. Field Craft Personnel

       The services of all of Fluor Daniel's hourly personnel
     who are permanently assigned to the Project Site, which
     personnel are hereinafter referred to as "Field Craft
     Personnel", will be invoiced on an hourly basis at their
     actual base compensation multiplied by a multiplier of
     (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).  This
     multiplier will be subject to revision on June 1, 1997 and
     on each year thereafter.


       C.     Certain Home Office Overhead Costs

       The costs set forth above for Home Office Personnel
     include the following overhead costs:

         Payroll taxes and insurance;
         Group hospitalization insurance;
         Employer's liability insurance;
         Vacation, holiday and sick leave time;
         Normal home and branch office rents;
         Home Office personnel administration;
         Home Office light, heat, water, local telephone;
         Home Office furniture and equipment;
         Home Office general office supplies;
         Home Office general business taxes and licenses; and
         Non-project accounting and in-house legal
           services rendered by internal Fluor Daniel personnel.


An additional charge of $(CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) per hour will be billed for all hours worked at the
home office by Home Office Personnel to cover the following home
office overhead costs:

         Word Processing equipment
         Blueprinting and other reproductions
         Shipping and postage costs
         Personal computer time and program charges
         Telegrams, teletype, facsimiles and long
            distance telephone calls
         Consumable engineering supplies


II.   OTHER REIMBURSABLE COSTS (NON-LABOR)

   Owner shall pay Fluor Daniel, at actual or scheduled cost,
   for the following costs reasonably incurred by Fluor Daniel
   in connection with the Purchasing Agreement:

       i)     Materials and Equipment.  The cost of materials,
       machinery, equipment, supplies, parts and miscellaneous
       services purchased by Fluor Daniel.

       ii)    Transportation of Materials, Machinery and
       Equipment.  The cost of all transportation expenses for
       materials, machinery, tools and equipment including the
       cost of loading, hauling, unloading and insurance.

       iii)   Travel and Relocation Expenses.  The cost of
       transportation, travel, relocation and/or per diem
       expenses and other related expenses for Fluor Daniel
       personnel in accordance with Fluor Daniel=s established
       policies.

       iv)    Taxes.  The cost of any duties, taxes or licenses,
       other than taxes on Fluor Daniel's net income.


       v)     Compliance With Laws.  All costs (including
       attorneys fees) incurred in connection with compliance
       with statutes, rules, regulations, ordinances, orders and
       other laws.

       vi)    Purchase Orders and Contracts.  All costs of and
       arising out of subcontracts, purchase orders, contracts
       and other agreements entered into by Fluor Daniel.

       vii)   Audits, Monitoring and Accounting.  The cost of
       audits and similar programs monitoring the financial or
       other aspects of the Purchase Agreement.

       viii)Litigation and Related Costs.  The cost of
       attorneys' fees, costs, settlements and judgements
       incurred in connection with any labor or commercial
       matters, litigation, claims or disputes (except between
       Owner and Fluor Daniel) arising out of or in connection
       with the Purchase Agreement.

       ix)    Miscellaneous Expense.  Miscellaneous expenses,
       such as custom forms, freight, express, duties, and other
       costs and expenses incurred in connection with the
       Purchasing Agreement.

                HOME OFFICE LABOR RATE SCHEDULE


The services of Home Office Personnel utilized for the Services
will be invoiced on an hourly basis at the following hourly
billing rates:



               General Hourly Description       Billing Rates
  ---------------------------------------------------------------
Billing                                                   
 Code              Billing Classification            Labor Rate
   01          Information Records Clerk*                *
   02          Word Processing Technician I*             *
   03          Engineering Aide I*                       *
   04          Secretary II*                             *
   05          Industrial Relations Tech II*             *
   06          Lead Data Control Tech*                   *
   07          Procurement Specialist I*                 *
   08          Sr. Engineering Technician II*            *
   09          Procurement specialist II*                *
   10          Construction Technician II*               *
   11          Senior Inspector*                         *
   13          Accountant I                              *
   14          Associate Engineer I                      *
   15          Engineering coordinator I                 *
   16          Associate Engineer II                     *
   17          Administrative Manager                    *
   18          Engineer                                  *
   19          Architect II                              *
   20          Engineer II                               *
   21          Senior Engineer                           *
   22          Principal Engineer                        *
   23          Director                                  *
   90          Drafter I*                                *
   91          Drafter II*                               *
   92          Drafter III*                              *
   93          Drafter IV*                               *
   94          Designer I*                               *
   95          Designer II*                              *
   96          Senior Designer II*                       *
   97          Principal Designer*                       *
   98          Design Supervisor                         *
   99          Senior Design Supervisor                  *


Hours worked for the project in excess of 8 hours per day or 40
hours per week by an individual in classifications with a billing
code with an asterisk will be invoiced at the rate shown above
plus of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) percent; all
hours worked for the project by individuals in other
classifications will be invoiced at the rate shown above.
Contract agency employees will be billed at a of (CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED) multiplier of the actual amount
invoiced to Fluor Daniel.

           *CONFIDENTIAL TREATMENT HAS BEEN REQUESTED