<PAGE>

                                 EXHIBIT 10.98

                  ARCHITECT AGREEMENT FOR THE NISSAN PROPERTY
<PAGE>

                               ARCHITECT AGREEMENT



                                 By and Between



                        WELLS OPERATING PARTNERSHIP, L.P.


                                       and

                                    HKS, INC.

                                     for the

                                 NISSAN PROJECT
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Title                                                                                                          Page
-----                                                                                                          ----
<S>                                                                                                           <C>
ARTICLE 1 - ARCHITECT'S SERVICES AND RESPONSIBILITIES........................................................     2

ARTICLE 2 - BASIC SERVICES...................................................................................     4

ARTICLE 3 - ADDITIONAL SERVICES..............................................................................    13

ARTICLE 4 - OWNER'S RESPONSIBILITIES.........................................................................    14

ARTICLE 5 - CONSTRUCTION COST................................................................................    15

ARTICLE 6 - HOURLY RATES.....................................................................................    15

ARTICLE 7 - REIMBURSABLE EXPENSES............................................................................    15

ARTICLE 8 - PAYMENTS TO THE ARCHITECT........................................................................    16

ARTICLE 9 - ARCHITECTS ACCOUNTING RECORDS....................................................................    17

ARTICLE 10 - OWNERSHIP AND USE OF DOCUMENTS..................................................................    17

ARTICLE 11 - TERMINATION OF AGREEMENT........................................................................    18

ARTICLE 12 - MISCELLANEOUS PROVISIONS........................................................................    19

ARTICLE 13 - SUCCESSORS AND ASSIGNS..........................................................................    19

ARTICLE 14 - EXTENT OF AGREEMENT.............................................................................    20

ARTICLE 15 - BASIS OF COMPENSATION...........................................................................    21

ARTICLE 16 - OTHER CONDITIONS OR SERVICES....................................................................    22

ARTICLE 17 - ARCHITECT'S INSURANCE...........................................................................    22

ARTICLE 18 - INDEMNIFICATION.................................................................................    24

ARTICLE 19 - COMPLETION CERTIFICATE..........................................................................    25

ARTICLE 20 - LIMITATION AGAINST DEVELOPER....................................................................    25
</TABLE>

ARCHITECT AGREEMENT - Page i
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<PAGE>

<TABLE>
<S>                                                                                                             <C>
ARTICLE 21 - CONFIDENTIALITY.................................................................................    25

ARTICLE 22 - NOTICES AND OTHER PROVISIONS....................................................................    26
</TABLE>


EXHIBITS
--------

EXHIBIT A - DESIGN CRITERIA

EXHIBIT B - GENERAL CONDITIONS

EXHIBIT C - HOURLY RATE SCHEDULE

EXHIBIT D - SCHEDULE REQUIREMENTS

ARCHITECT AGREEMENT - Page ii
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<PAGE>

                              ARCHITECT AGREEMENT

     THIS AGREEMENT (the "Agreement") is made and entered into as of the 19/th/
day of September, 2001 between WELLS OPERATING PARTNERSHIP, L.P (hereinafter
referred to as "Owner"), and HKS, INC., a Texas corporation (hereinafter
referred to as "Architect"), for the performance of architectural services in
connection with the design, development and interior finish of a three (3) story
mid-rise office building consisting of approximately two hundred sixty-eight
thousand two hundred ninety (268,290) gross square feet, together with parking
containing no fewer than one thousand fifty-six (1,056) parking spaces and
related improvements, to be located on a 14.8 acre site at 8900 Freeport Parkway
in Irving, Dallas County, Texas and currently intended to be referred to as The
Nissan Motor Acceptance Corporation project (the "Project").

     WHEREAS, Owner, without assuming, limiting or altering any of Architect's
duties, obligations or responsibilities, has engaged Champion Partners, Ltd. to
act as developer ("Developer") on behalf of Owner in connection with the
Project; and

     WHEREAS, Architect acknowledges the role of Developer as set forth herein
and agrees that Architect can and will perform in the manner contemplated by
this Agreement;

     WHEREAS, Developer has been engaged to act as the developer of the Project,
and in its capacity as the developer requires the services of an architectural
firm capable of providing professional design, architectural, engineering and
contract administration services of the highest quality; and

     WHEREAS, Architect agrees that it possesses the experience and expertise
necessary to provide such services and that it is capable meeting Owner's
requirements for the Project as set forth in this Agreement; and

     WHEREAS, Architect is willing to undertake performance of the services
described herein for the compensation set forth and to commence and complete
such services in accordance with the terms hereof; and

     WHEREAS, Owner, in reliance thereon is willing to award this Agreement to
Architect and to satisfy the obligations of Owner set forth herein;

     NOW, THEREFORE, in consideration of the agreements, obligations and
undertakings  herein contained, the Owner and the Architect agree as follows:

                                   ARTICLE 1
                   ARCHITECT'S SERVICES AND RESPONSIBILITIES

     1.1  Architect agrees to and shall perform all architectural and other
professional design services for the Project, including but not limited to the
Basic Services (as hereinafter

ARCHITECT AGREEMENT - Page 1
-------------------
<PAGE>

defined), and to the extent requested by Owner, the Additional Services set
forth in Article 3 hereof.


     1.2  Architect acknowledges that it is solely responsible for the design of
the Project and that neither the rights of Owner of approval nor the granting of
any approval shall be deemed to relieve Architect from such responsibility or
constitute a waiver by Owner of any claim arising out of Architect's failure to
meet such responsibility.  Architect further acknowledges that it has received
and reviewed the descriptions, requirements, considerations, objectives,
parameters, criteria and preliminary details of the Project (the "Design
Criteria") attached hereto and incorporated herein as Exhibit A, and that it
                                                      ---------
participated in the preparation, design and development of the Design Criteria
and is fully familiar with it.  Architect agrees that its design, drawings and
specifications for the Project shall conform with the Design Criteria; provided,
however, that nothing herein shall relieve Architect of responsibility for the
design of the Project, and provided further that no feature, item or detail
shown or provided for in the Design Criteria shall be deemed waived by Owner
merely by its approval of any design, drawing, specification or other documents
inconsistent with or failing to include features requested by the Design
Criteria, any such waiver to be accomplished only by an express written waiver
by Owner following request therefor by Architect. The foregoing shall not limit
Owner's right to require changes in the Project which vary from the criteria or
details of the Design Criteria; provided, however, any such changes shall be
pursuant to a written agreement or a directive from the Owner (or through its
Developer) then or contemporaneously therewith reduced to writing and approved
by or on behalf of Owner. Matters of routine coordination between consultants or
the contractors, when consistent with the Design Criteria or approved changes,
shall not constitute changes in the Project requiring the foregoing written
agreement or approval.

     1.3  Architect's Basic Services consist of all services falling within the
scope of the five phases described in Article 2 hereof. Basic Services shall
include, without limitation, all architectural, civil, structural, mechanical,
electrical, plumbing, interior design and engineering services necessary to
produce a complete and accurate set of construction documents, drawings and
specifications as described and required herein, and any other services included
under Article 16 as part of the Basic Services, all consistent with the Design
Criteria.  Architect's Basic Services include the interior tenant finish design
as well as that required for base building and building shell construction, and
requires Architect to provide all services of interior design necessary to allow
"turn-key" construction of the Project and occupancy by its tenant as required
by the Design Criteria set forth in Exhibit A.  No phase of the services shall
                                    ---------
begin until authorization has been given to Architect to proceed to the next
phase.

     1.4  Architect agrees that it and its employees, agents and consultants
have all the education, skills, knowledge, expertise and experience necessary to
perform all of the services required of the Architect under this Agreement, that
it is experienced in performing and providing such services on projects of the
type, size, scope and complexity of the Project, and that it is professionally
licensed and registered in the State of Texas, and meets and is in compliance
with all applicable professional and industry standards, practices and
requirements. Architect also agrees that it and its employees, agents and
consultants are thoroughly familiar with, and shall exercise professional
efforts to cause the Project to comply with, all applicable laws, codes,
ordinances, rules and regulations applicable to the design of the Project,
including without limitation the Americans with Disabilities Act and the Texas
Accessibility Standards in

ARCHITECT AGREEMENT - Page 1
-------------------
<PAGE>

accordance with the standard of care employed by reasonably prudent architects
providing similar services in connection with projects of similar scope in the
State of Texas. Architect shall at all times maintain on its staff and assign to
the Project sufficient, qualified personnel so that all required services are
performed within the time limits established hereunder, and for the sum set
forth herein. Architect shall submit to Owner a complete list of all personnel
and consultants assigned to the Project, including each person's Direct
Personnel Expense category (as hereinafter defined), and shall indicate thereon
the jobs, tasks or assignments for which they are primarily responsible.
Architect shall not remove, reassign, replace or make any other changes in the
personnel and consultants assigned to the Project without the prior written
consent of Owner. The foregoing notwithstanding, Owner shall have the right to,
at any time, require the Architect to remove, reassign or replace any personnel
or consultants whose assignment to the Project is objected to by Owner. All
services provided by, through or under Architect shall be performed in
accordance with the standards and quality of professional skill and care
applicable to nationally recognized architectural and/or engineering firms
providing services for projects of comparable size, quality, complexity and
value.

     1.5  Architect's services shall be performed as expeditiously as possible
consistent with the professional skill and care required hereunder and the
orderly progress of the Work. Architect shall be responsible for completion of
the various aspects and phases of its services within the applicable time limits
specified in Exhibit D hereto or elsewhere in this Agreement.  No later than ten
             ---------
(10) days after request from  Owner, Architect shall submit  a proposed schedule
for the performance of the various services, which shall comply with the
requirements of Exhibit D hereto.  Such schedule, as modified to the
                ---------
satisfaction of and approved by Owner and Architect, shall constitute the
"Project Schedule." The Project Schedule shall include, among other things, an
outline of the timing required to complete the various design phases through
issuance of the Contract Documents, allowances for all periods of time required
for all reviews and actions by the Developer, the Owner (as hereinafter defined)
and the lender, if any, and for preparation and approval of all submissions to
the governmental authorities having jurisdiction over the Project. The Project
Schedule shall be consistent with the time limits specified by the Owner or
otherwise set forth in Exhibit D hereto or elsewhere in this Agreement.
                       ---------

     1.6  Architect shall strictly adhere to the time limits established by the
Project Schedule. The Project Schedule shall be revised from time to time as
requested by Owner to take into account the current status and condition of the
Architect's services, construction activities and the Project; provided,
however, no adjustment in the specified time limits will be allowed without
Owner's prior written consent, except as provided below. Architect will provide
Owner with weekly progress reports in a form acceptable to Owner.

     1.7  Time is of the essence in this Agreement. The time limits specified in
this Agreement for completion of the various portions of the Architect's
services may be extended only if and to the extent that such limits cannot be
met because of unreasonable delays by the Developer and/or Owner in giving any
directions or taking any other actions required of the Developer or Owner
hereunder or because of other causes which Architect could not reasonably
anticipate, avoid or control and which are of an unusual and extreme nature. If
the Architect wishes to make a claim for an extension of any time limit, the
Architect must submit its claim in

ARCHITECT AGREEMENT - Page 3
-------------------
<PAGE>

writing to the Owner within seven (7) days after the event or cause forming the
basis for the claim first occurs or arises. In the event any such claim is not
submitted in the time and manner required, the Architect will be deemed to have
waived any right to an extension of time based on such event, cause or
occurrence, and will be required to meet the time limit in question. No
adjustment or extension of time shall be effective unless accepted in writing by
Owner.

     1.8  Before commencing its services, the Architect shall assemble all
necessary information and documents and shall perform all reviews, and request
any required inspections and test necessary, to properly prepare all documents
required under this Agreement.  All documents required herein shall be prepared
to the reasonable satisfaction of the Developer, the Owner and lender (if
applicable), and shall be in full compliance with the applicable requirements of
all governmental authorities having jurisdiction over the Project.  Architect
shall furnish the Owner with such copies of the documents and materials prepared
by the Architect during the various stages of the design and construction phases
as Owner shall request.

     1.9  Architect understands and acknowledges that Developer is not and will
not be the owner of the Project or of the property on which it is located.
Developer is acting only as Owner's developer for development and construction
of the Project.  Architect and Owner hereby acknowledge and agree that Developer
is intended to be and shall be a third party beneficiary to this Agreement, and
may enforce all of the rights, remedies and privileges of Owner hereunder.   It
is further understood and agreed that Owner and its Developer have certain
duties and obligations to Nissan Motor Acceptance Corporation, the intended
tenant of the Project.  Architect shall assist and cooperate with the Owner and
Developer in satisfying the requirements of the tenant and shall make such
presentations, attend such meetings and incorporate such modifications to the
design as may be requested to allow Developer and Owner to meet their respective
obligations, subject to the provisions hereof regarding Basic and Additional
Services.  Architect shall not, however, take instruction or direction from or
perform any Additional Services based on request from any person other than
Owner or its Developer, nor shall Architect be entitled to any additional cost
or extension of schedule in the event thereof.

                                   ARTICLE 2
                                BASIC SERVICES

     Architect's Basic Services shall consist of the Schematic Design Phase, the
Design Development Phase, the Construction Documents Phase, the Construction
Procurement Phase and the Construction Phase.  Architect shall promptly commence
and diligently continue the services to completion in accordance with Exhibit D
                                                                      ---------
hereto and the Project Schedule.  Architect shall be responsible for
completeness and accuracy of its services and shall correct all errors or
omissions at its own expense.  If the negligence or acts or omissions of
Architect result in a claim against Developer or Owner, Architect shall
indemnify and hold Developer and Owner harmless as provided herein.

     2.1  Schematic Design Phase

ARCHITECT AGREEMENT - Page 4
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<PAGE>

          2.1.1  Architect shall assist in developing a program for the Project
and in ascertaining the requirements of the Project. Owner shall review the
Design Criteria with the Architect and Architect shall incorporate Owner's
requirements for the Project.

          2.1.2  Architect shall provide a comprehensive written preliminary
evaluation of the Project's program and schedule requirements, each in terms of
the other, subject to the limitations set forth in Paragraph 4.1.

          2.1.3  Architect shall review with the Owner and advise on the
alternative approaches to all aspects of design and construction of the Project
in order to maximize design quality, technical performance and cost
efficiencies.

          2.1.4  Based on the Project's program and schedule requirements
established in accordance with Subparagraphs 2.1.1, 2.1.2 and 2.1.3, including
any amendments thereto agreed upon in writing by the Owner, Architect shall
prepare and submit to Owner Schematic Design Documents consisting of: site
plans, building plans, sections and elevation drawings; drawings and other
documents illustrating the scale and relationship of Project components and
containing sufficient information to establish the general scope of the Project
and the interrelationship of all major components; a preliminary outline
specification of the Project; and an outline of additional information, if any,
required from the Owner in order for the Architect to perform the services
required of Architect hereunder.  Architect shall prepare and submit for
approval both preliminary and, based on Owner's comments, final packages of
Schematic Design Documents.

          2.1.5  Architect shall be responsible for contracting the services of
Architect's engineering and design consultants, and by this Agreement assumes
responsibility for the coordination of and the results obtained from all such
engineering and design consultants for the Project, excluding Owner's or
Developer's separate consultants. Specifically, Architect shall provide all
civil, structural, mechanical, plumbing, landscaping, fire protection
performance specifications, and electrical engineering services required for the
Project. This coordination and responsibility is included within the Architect's
Basic Services.

          2.1.6  Architect shall assist Owner in analyzing and evaluating the
possible site locations for the Project and shall assist Owner in evaluating and
planning for the preservation or disposition of any existing facilities thereon.

          2.1.7  Architect shall meet with Owner as necessary to establish a
full understanding of the scope of the Project.  Architect shall visit the site
of the Project and make a review of the site and surrounding conditions, and
will consult with representatives of all governmental authorities having
jurisdiction over the Project to ascertain what permits and approvals must be
obtained and inform Owner if any special tests, inspections or certifications
will be required in order to obtain such permits, approvals or certificates of
occupancy, and shall consult with representatives of the utility companies which
are to provide utility services to the Project to ascertain their requirements
for furnishing such services.

ARCHITECT AGREEMENT - Page 5
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<PAGE>

          2.1.8  Schematic Design Documents shall indicate the general
description of the Project; the architectural, structural, mechanical and
electrical schemes; the rough outlines of the building to be erected as part of
the Project; preliminary plans of all sitework; and a statement as to the
extent, if any, that the Design Criteria does not conform to legal requirements.

          2.1.9  Architect's Schematic Design shall comply with the requirements
and intent of and be consistent with the Design Criteria.

     2.2  Design Development Phase

          2.2.1  Based on Schematic Design Documents satisfactory to Owner and
any amendments to the program or schedule which are authorized in writing by the
Owner, Architect shall prepare and submit to Owner Design Development Documents
consisting of: site plans, elevation plans, circulation plans, floor plan
layouts, cross sections, and other drawings and documents which will further
refine the design concept and fix and describe the size and character of the
entire Project; the architectural, structural, civil mechanical and electrical
systems; the Project's essential components and materials; and such other
elements as may be appropriate.

          2.2.2  Architect shall update and submit to the Owner the Project
Schedule for the remaining Design Development Documents for the Project;
provided such shall not extend any date required by Exhibit D hereto without
                                                    ---------
Owner's written approval.

          2.2.3  The Design Development Documents shall illustrate and describe
refinement of the design from the Schematic Design Documents, and establish the
scope, relationships, forms, size and appearance of the Project by means of
plans, sections and elevations, typical contribution details and equipment
layouts.  The Design Development Documents shall include specifications that
identify major materials and systems, and establish their quality levels.
Architect shall prepare and submit for approval both preliminary and, based on
Owner's comments, final packages of Design Development Documents.

          2.2.4  All Design Development Documents and all other drawings,
specifications or other documents furnished by Architect hereunder shall comply
with all applicable codes, laws, ordinances, rules or regulations applicable to,
controlling or affecting the design or use of the Project, including without
limitation the Americans with Disabilities Act and the Texas Accessibility
Standards.  During the Design Development Phase, Architect shall promptly notify
the Owner if any revisions to the drawings, specifications or other documents
are required to conform the documents to existing codes, laws, ordinances, rules
or regulations, or if amendments to the applicable codes, laws, ordinances,
rules or regulations enacted after their preparation will require revisions to
the drawings, specifications or other documents.

          2.2.5  Unless previously commenced, the Architect shall begin and then
proceed to complete preparation of plans, layouts, specifications and other
drawings and documents for the design, character, constituency and construction
of the interior improvements.

ARCHITECT AGREEMENT - Page 6
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<PAGE>

          2.2.6  Architect's Design Development shall comply with the
requirements and intent of and be consistent with the Design Criteria.

     2.3  Construction Documents Phase

          2.3.1  Based on the Design Development Documents and any further
amendments in the scope or quality of the Project or in the Project's program or
schedule requirements which are authorized in writing by the Owner, Architect
shall prepare and submit the Construction Documents to Owner, consisting of
final Drawings and Specifications setting forth in detail all requirements for
the construction of the Project. The Drawings and Specifications shall include
all necessary and appropriate depictions, renderings and descriptions for the
performance and completion of construction of the Project in accordance with the
Project's program and schedule requirements, and in a manner that is consistent
with the design integrity of the Project.  Architect shall prepare and submit
for approval both preliminary and, based on Owner's comments, final packages of
Construction Documents.  All Construction Documents and all other drawings,
specifications or other documents furnished by Architect hereunder shall comply
with all applicable codes, laws, ordinances, rules or regulations applicable to,
controlling or affecting the design or use of the Project, including without
limitation the Americans with Disabilities Act and the Texas Accessibility
Standards.

          2.3.2  Architect shall assist Owner in the preparation of the
necessary bidding information, bidding forms, general and/or supplementary or
special conditions of the contract for construction, and the forms of agreement
between the Owner and the construction contractor, but the final terms and
conditions of those documents shall be determined by the Owner.

          2.3.3  Architect shall assist Owner in preparation and analysis of bid
packages for the purchase of specific items.

          2.3.4  Architect shall assist the Owner in assembling and submitting
all information and documents that may be necessary to obtain all permits,
licenses and approvals that are required from the governmental authorities and
public or private utilities having jurisdiction over the Project. Architect
shall furnish to Owner all architectural/engineering data and documents
necessary to secure all such permits, licenses and approvals. Architect shall
also provide all necessary plans and studies relating other mechanical and
engineering data as may be required for obtaining building permits and/or
certificates of occupancy. The Architect's reasonable time in attending normal
hearings before planning boards, commissions, agencies and other state, county
and municipal authorities to obtain approvals relative to the design or
construction of the Project and the issuance of the building permit and the
certificates of occupancy, are included within the Basic Services.

          2.3.5  Architect's Construction Documents shall comply with the
requirements and intent of and be consistent with the Design Criteria.

ARCHITECT AGREEMENT - Page 7
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<PAGE>

     2.4  Construction Procurement Phase

          2.4.1  Architect shall assist Owner in soliciting and obtaining bids
or negotiated proposals and shall assist Owner in awarding and preparing
contracts for construction.

          2.4.2  Without limitation of the foregoing, the Architect shall:

                 (a)   issue bidding and proposal requirements to all potential
                       contractors;

                 (b)   receive and analyze any questions from contractors,
                       transmit such questions and the Architect's recommended
                       answers in writing to the Owner for response, and issue
                       any required addenda to the bidding and proposal
                       requirements; and

                 (c)   receive and analyze bids and proposals and make
                       recommendations in writing to the Owner as to the award
                       of the construction contract. Such recommendations shall
                       include detailed reasons for the Architect's
                       recommendations and a summary of the Architect's opinions
                       as to the positive and negative factors relating to each
                       bid and/or proposal.

          2.4.3  Whenever the scope of the Project contemplates alternate,
separate or sequential bids or proposals, or whenever Developer or Owner
purchased items are anticipated, a reasonable level of Architect's preparation
and assistance in obtaining bids or negotiating proposals in connection
therewith is included within the Architect's Basic Services.  In the event
extensive involvement beyond that which is normal and customary is required for
reasons unrelated to Architect, Architect may request Additional Services
therefor pursuant to the procedures set forth herein, which shall be subject to
Owner's prior approval.

     2.5  Construction Phase - Administration of the Construction Contract

          2.5.1  The Construction Phase will commence with the award of the
first contract for construction for the Project and will terminate upon final
completion of the Project and acceptance of the Project in full by the Owner.

          2.5.2  Architect shall provide administration of the contract for
construction as set forth below and set forth in the applicable provisions of
the General Conditions of the Construction Contract between the Owner and the
Contractor (a copy of the standard form of which is attached hereto as Exhibit
                                                                       -------
B).  All portions of the General Conditions setting forth any rights, duties,
obligations or liabilities of the Architect with respect to the Project and its
construction are incorporated by reference into this Agreement. Without
limitation of the foregoing, the Architect shall perform all services and
functions which it is authorized to perform in those documents. In furtherance
of these obligations, the Architect shall have a competent representative
present at the site as required in Paragraph 2.5.4 hereunder. Such
representative

ARCHITECT AGREEMENT - Page 8
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<PAGE>

shall be a person who is consented to by the Owner, and such representative
shall not be replaced without Owner's consent. Such consent(s) may be granted or
withheld by the Owner in its sole and absolute discretion. Terms having the
initial letter thereof capitalized but not defined herein shall have the meaning
set forth in such General Conditions.

          2.5.3  Architect shall assist Owner during the Construction Phase, and
shall regularly advise and consult with the Owner. Architect shall have
authority to act on behalf of the Owner only to the extent provided in the
Contract Documents.

          2.5.4  Architect shall observe and review construction as it
progresses. Architect shall be familiar with the progress and quality of the
Project and shall determine if the Project is being constructed in accordance
with the Contract Documents. Architect shall keep Owner informed of the progress
and quality of the Project and any potential problems of which it becomes aware
or of which it should be aware in the exercise of its professional efforts. In
this regard, Architect shall regularly visit the site an average of once per
week.  Architect shall attend job site meetings, in conjunction with its visits
to the site where possible, and shall submit to the Owner weekly written
progress reports. Architect shall not be responsible for construction means and
methods, sequences, techniques, procedures ands safety precautions.

          2.5.5  Architect shall at all times have access to the Project
wherever it is in preparation or progress. Architect shall monitor and regularly
report in writing to Owner the number of hours Architect spends during the
Construction Phase.

          2.5.6  Architect shall have responsibility to review, evaluate and
approve all applications for payment submitted by Contractor from time to time
based on the progress and quality of the Project and Contractor's Applications
for Payment and supporting materials, and shall, within ten (10) days following
receipt of any such application for payment, if appropriate, approve, execute
and deliver to Owner Certificates for Payment in such amounts, as provided in
the Contract Documents.

          2.5.7  The issuance of a Certificate for Payment shall constitute a
representation by Architect to Owner that (i) the Work has progressed to the
point indicated, (ii) to the best of Architect's knowledge, information and
belief the quality of the Work is in accordance with the Contract Documents,
(iii) to the best of Architect's knowledge, information and belief the
constructed Work is in compliance with all applicable laws, codes, ordinances,
rules and regulations; and (iv) Contractor is entitled to payment in the amount
certified.

          2.5.8  Architect shall be the interpreter of the requirements of the
Drawings and Specifications. Architect shall have primary responsibility to
issue drawings, instructions and data as may be required to properly interpret
the Drawings and Specifications for the proper execution or progress of the
Project with reasonable promptness on written request of either the Owner or the
Contractor.

          2.5.9  Interpretations and decisions of the Architect shall be
consistent with the intent of and be reasonably inferable from the Contract
Documents and shall be in written or

ARCHITECT AGREEMENT - Page 9
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<PAGE>

graphic form. Architect shall timely provide Owner and Contractor with a copy of
each such written interpretation or decision.

          2.5.10  Architect and Owner shall mutually arrive at decisions on
matters relating to artistic effect, consistent with the intent of the Contract
Documents.

          2.5.11   Architect shall exercise reasonable professional efforts to
guard Owner against any defects or deficiencies in the Work of Contractor or any
other persons performing Work at the Project and shall have the responsibility
and authority to reject Work that does not conform to the requirements of the
Contract Documents, or which is not in compliance with applicable laws, codes,
ordinances, rules and regulations. The Architect will have the responsibility
and authority to reasonably request special inspection or testing of the Work,
in accordance with the provisions of the Contract Documents, whether or not such
Work is fabricated, installed or completed. If Architect becomes aware that
construction of the Project when completed will not be in accordance with the
Contract Documents, the Architect shall notify the Owner.

          2.5.12   Architect shall review and approve or take other appropriate
action upon the Contractor's Submittals such as Shop Drawings, Product Data and
Samples for conformance with the Contract Documents and compliance with
applicable laws, codes, ordinances, rules and regulations. Such action shall be
taken with reasonable promptness so as to cause no unreasonable delay.

          2.5.13   Architect will prepare Change Orders for Owner's execution as
provided in the Contract Documents upon the request of Contractor with the
consent of Owner.

          2.5.14   Architect shall conduct inspections to determine the dates of
Substantial and Final Completion and, upon Owner's request, if appropriate,
shall approve, execute and deliver a final Certificate for Payment, in
accordance with the provisions of the Contract Documents.

          2.5.15   Architect shall assist Owner, as reasonably required, in
resolving any problems encountered with respect to actual field conditions,
including making appropriate modifications to the details show on the Drawings
and Specifications, as necessary.

          2.5.16   Architect shall prepare, execute, and deliver such reasonable
opinions as to the status and progress of construction as may be required by
Owner, any governmental authorities or, if applicable, Project lender(s) in such
form as shall be reasonably required by Owner or such party. In the event only a
temporary certificate of occupancy on the Project is issued, Architect shall
prepare and submit to Owner for its review, opinions as may be reasonably
requested by the Owner in enumerating the items required to obtain a permanent
certificate of occupancy, the date said items are expected to be completed, and
the expected cost of completing such work.

ARCHITECT AGREEMENT - Page 10
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<PAGE>

          2.5.17   Architect shall attend meetings as necessary with
representatives of Owner and other designated parties as may be reasonably
required by Owner, or as otherwise may be necessary or appropriate, in
connection with any reviews or discussions of the Work or any related matters.
If requested by Owner, Architect also shall prepare and distribute minutes of
all such meetings to Owner, all attendees and all other involved parties.
Architect shall attend job meetings, if necessary or appropriate, or if directed
by Owner.

          2.5.18   Whenever Architect has reason to believe that any portion of
the Work when completed may be defective, deficient or not in accordance with
any of the requirements of the Contract Documents, or that there may be any
other non-compliance with any of the requirements of the Contract Documents or
any non-compliance with applicable laws, codes, orders, ordinances, rules or
regulations, Architect shall immediately give written notice thereof to Owner.
Architect shall use its professional skills and efforts in reviewing and
observing the portions of the Work and all submittals made in connection
therewith and shall report any inconsistencies, defects, deficiencies, non-
conformity or non-compliance therein, and shall promptly reject or disapprove
all such Work and submittals.

          2.5.19   Whenever Architect has become aware that any Subcontractor,
Sub-subcontractor, or other person, organization or entity furnishing any labor,
services, or materials in connection with the Work has not been paid when and as
due, or that any dispute or controversy may exist between or among any two or
more of the Contractors, any Subcontractors, any Sub-subcontractors, and any
other such person, organization, or entity, Architect shall immediately give
written notice thereof to Owner.

          2.5.20   Architect shall consult with Owner and, as part of the Basic
Services, make such modifications in and prepare such additional Drawings,
Specifications and/or other documents as may become necessary or appropriate
from time to time because of any (i) inconsistency identified by Contractor
during the construction phase of the Project, (ii) error, inconsistency,
omission or deficiency in the Drawings, Specifications and/or other documents
prepared by, through, under or on behalf of Architect, or (iii) inconsistency,
defect, deficiency, non-compliance or non-conformity in any portion of the Work
or any item submitted in connection therewith to the extent that Architect knew
or in the proper exercise of professional care should have known of such problem
and failed to give Owner written notice of the affected Work so as to allow
Owner to stop the Work and avoid further damage and expense.

          2.5.21   If there is more than one contractor performing the Work or
if any portion of the Work is being performed by the Developer's, the Owner's or
any tenant's own forces, the Architect shall advise the Owner at the
Construction Procurement Phase whether, to the best of the Architect's
professional knowledge and judgment, unusual or critical conditions will be
created by the use of multiple contractors to provide portions of the Work and
shall advise the Owner with respect to any necessary or desirable contract
provisions to accommodate the same.

          2.5.22   When the Project is substantially complete, the Architect
shall prepare and deliver to Owner and the Contractor, final punch lists of
items requiring completion, replacement or correction.

ARCHITECT AGREEMENT - Page 11
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          2.5.23   Architect shall assist Owner in assembling all documents
required for Project close-out.  Architect shall review all warranties and
guarantees to determine if they comply with the requirements of the Contract
Documents.

          2.5.24   Prior to commencement of construction, Architect shall
provide Owner with three (3) sets of producible Drawings and Specifications, as
finally approved as part of Basic Services. Architect shall update such Drawings
and Specifications throughout the course of construction to show all authorized
design changes and shall provide Owner with three (3) sets plus one (1)
reproducible set of updated Drawings and Specifications upon completion and
acceptance of the Project.

          2.5.25   When requested by Owner, Architect shall prepare plans and
specifications for bidding purposes prior to completion of construction
documents. Such documents should be sufficiently detailed to serve as the basis
for initial subcontract negotiations and shall allow for the incorporation of
revisions facilitating cost reductions.

          2.5.26   On an infrequent basis, from time to time as may be
reasonably requested by Owner, Architect shall meet with representatives of
Owner, and such other party(ies) as Owner may elect, to discuss and review with
Owner and such other party(ies) matters relating to the Project within the
duties of Architect hereunder. Architect will give Owner immediate notice of any
requested meetings.

     2.6  Included Basic Services

     Architect's Basic Services include, without limitation, each of the
following to the extent required during any Phase of Basic Services:

          2.6.1  Providing documents for reasonable alternate bids to the extent
Architect believes to be necessary in its opinion for the purpose of controlling
construction costs.

          2.6.2  Revisions to Drawings, Specifications or other design
documents, at whatever stage or phase, required to satisfy the Design Criteria
or to obtain bids within the construction budget for the Project, except to the
extent that any required revision is inconsistent with approvals or directions
of Owner or its Developer issued after the completion of the Design Development
Phase.

          2.6.3  Providing opinions, reviews, disclosures and other
documentation reasonably required by any Lender of Developer, Owner or Owner's
tenant for the Project.

ARCHITECT AGREEMENT -Page 12
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<PAGE>

                                   ARTICLE 3
                              ADDITIONAL SERVICES

     3.1  The following services are not included in Basic Services unless so
identified in Paragraphs 2.1 through 2.6 above or in Article 15 hereof. Such
services shall be provided if authorized in writing by the Owner, and they shall
be paid for as provided in this Agreement, in addition to the compensation for
Basic Services.

          3.1.1  Furnishing, to the extent necessary in its opinion, the
services of soil engineers or other consultants, such services shall include
test borings, test pits, soil bearing values, percolation tests, air and water
pollution tests, ground corrosion and resistivity tests, including necessary
operations for determining sub-soil, air and water conditions, with reports and
appropriate professional recommendations.

          3.1.2  Providing environmental studies or comparative studies of
prospective sites.

          3.1.3  Providing services for future facilities, systems and equipment
which are not intended to be constructed during the Construction Phase,
provided, however, that Architect's design shall recognize and accommodate
potential expansions disclosed to Architect or included in the Design Criteria,
all of which is within the scope of Basic Services.

          3.1.4   Providing analyses of owning and operating costs or detailed
quantity surveys or inventories of material, equipment and labor.

          3.1.5   Providing services related to the selection, procurement or
installation of furniture and furnishings.

          3.1.6   If the Owner requests a change in the scope or nature of the
Project, the Architect shall furnish Owner with a not to exceed price for any
additional compensation, and the effect, if any, of such change on the scheduled
completion dates of the design services for the Project. Architect shall not
initiate any work on any change until Owner agrees in writing to Architect's
proposal for such change.

          3.1.7   Providing consultation concerning replacement of any Work
damaged by fire or other casualty during construction, and furnishing services
as may be required in connection with the replacement of such Work.

          3.1.8   Providing services made necessary by the default of the
Contractor, or by major defects or deficiencies in the Work of the Contractor,
or by failure of performance of Contractor under any contract for construction,
except to the extent that the Architect or anyone performing by, through, under
or on behalf of Architect failed to perform any of its obligations under this
Agreement and such other default, defect, deficiency or failure could have been
avoided or minimized had the Architect properly performed its obligations.

ARCHITECT AGREEMENT - Page 13
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          3.1.9  Providing written estimates of cost savings or increases, or
construction delays in completion of the Project, which may result from a Change
Order requested by Owner or Developer.

                                   ARTICLE 4
                           OWNER'S RESPONSIBILITIES

     4.1  Owner shall consult with Architect regarding the requirements for the
Project, including the design objectives, constraints and criteria, space
requirements and relationships, flexibility and expandability, special equipment
and systems and site requirements.

     4.2  Owner shall furnish or cause to be furnished a budget for the Project
which shall include contingencies for bidding, changes in the Work during
construction, and other costs which are the responsibility of Owner, including
those described in this Article 4.

     4.3  Owner shall designate one or more persons authorized to act on Owner's
behalf with respect to the Project. Owner shall render decisions pertaining to
the documents submitted by Architect promptly in order to avoid unreasonable
delay in the progress of the Architect's services.

     4.4  Owner shall furnish or cause to be furnished a legal description and
land survey of the site, giving, as necessary and applicable, grades and lines
of streets, alleys, pavements, and adjoining property; rights-of-way,
restrictions, easements, encroachments, zoning, deed restrictions, boundaries
and contours of the site; locations, dimensions and complete data pertaining to
existing buildings, other improvements and trees; and full information
concerning available service and utility lines both public and private, above
and below grade, including inverts and depths.

     4.5  Owner shall furnish or cause to be furnished structural, mechanical,
chemical and other laboratory tests, inspections and reports as required by the
Contract Documents. Architect shall be required to advise Owner in writing when
it determines that any such tests are necessary.

     4.6  Owner shall furnish or cause to be furnished all legal, accounting and
insurance counseling services as Owner may require at any time for the Project,
including such auditing services as Owner may require to verify the Contractor's
Applications for Payment or to ascertain how or for what purposes the Contractor
uses the monies paid by or on behalf of Owner. The foregoing services are
provided by Owner for the sole benefit of Owner and are not provided for the
benefit of Architect. Architect shall be responsible for any and all legal,
accounting or insurance requirements of Architect.

     4.7  The services, information, surveys and reports required by Paragraphs
4.4 through 4.5 inclusive shall be furnished without charge to Architect, and
Architect shall be entitled to rely upon the accuracy and completeness thereof
except to the extent that Architect knows or in the proper exercise of
professional care should have known of any inconsistency, defect or deficiency
therein. Architect shall review all information, surveys, reports and materials
supplied

ARCHITECT AGREEMENT - Page 14
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<PAGE>

by Owner and shall give written notice to the Owner of any inaccuracy,
error or omission, which Architect observes.

     4.8  If Owner discovers any fault or defect in the Project or
nonconformance with the Contract Documents, written notice thereof shall be
given by Owner to the Architect.

     4.9  Owner shall furnish the aforesaid required information and services
and shall provide approvals and decisions as reasonably necessary for the
orderly progress of Architect's services and of the Work.

                                   ARTICLE 5
                               CONSTRUCTION COST

     5.1  Architect shall assist Owner, upon request, in Owner's evaluation of
budget requirements and detailed estimates of the construction cost. It is
recognized, however, that the Architect does not control the cost of labor,
materials or equipment, or have control over the Contractor's methods of
determining bid prices, or over competitive bidding, market or negotiating
conditions. Architect does hereby agree to consult with Owner and Contractor
when applicable to determine systems and materials to be incorporated into the
design. Architect shall design the Project with materials and systems it
determines from its knowledge and experience to be in the best economic interest
of the Project based upon Architect's knowledge of the Design Criteria and
Owner's budget.  While it is understood that Architect cannot warrant the costs
of construction, Architect agrees to, as part of Basic Services, revise
Drawings, Specifications or other design documents to the extent required to
obtain bids for construction that are within the construction budget for the
Project, except to the extent that any required revision is inconsistent with
approvals or directions of Owner or its Developer issued after the completion of
the Design Development Phase.

                                   ARTICLE 6
                                  HOURLY RATES

     6.1  Attached hereto and incorporated herein as Exhibit C is an Hourly Rate
                                                     ---------
Schedule prepared by Architect and consented to by Owner setting forth by
category the Architect's current hourly wage rates and direct personal expense
for its personnel. No changes in such rates shall be made without the prior
written consent of Owner.

                                   ARTICLE 7
                             REIMBURSABLE EXPENSES

     7.1  Reimbursable Expenses are in addition to compensation for Basic and
Additional Services and include expenses incurred by the Architect and
Architect's employees and consultants in the interest of the Project, as
identified in the following clauses.

ARCHITECT AGREEMENT - Page 15
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          7.1.1  Expense of transportation in connection with the Project;
expenses in connection with authorized out-of-town travel; long distance
communications; and fees paid for securing approval of authorities having
jurisdiction of the Project.

          7.1.2  Expense of reproductions, postage and handling of Drawings,
Specifications and other documents.

          7.1.3  If authorized in advance by the Owner, expense of overtime work
requiring higher than regular rates.

          7.1.4  Expense of renderings, models, mock-ups, photographs, brochure
covers and brochure inserts requested by the Owner.

          7.1.5  Expense of additional insurance coverage or limits, including
professional liability insurance, requested by the Owner in excess of that
normally carried by the Architect and Architect's consultants.

                                   ARTICLE 8
                           PAYMENTS TO THE ARCHITECT

     8.1  Payments on Account of Basic Services

          8.1.1  Payments for Basic Services properly performed shall be made
monthly following receipt of Architect's invoice, submitted in such form and
with such supporting materials as the Owner may require.  Invoices shall be
submitted through Developer as provided in Article 22 hereof.  Subject to
Subparagraph 8.3.2 hereof, invoices received and approved on or before the
twenty-fifth (25th) day of any month shall be paid on or before the last day of
the following month. Each such payment shall be equal to the percentage of the
total Basic Services for the subject Phase that Owner reasonably determines has
been completed during the period covered by the Architect's invoice multiplied
by the total compensation that is payable for the Basic Services during that
Phase as set forth in Article 15, less all prior payments for Basic Services
performed during that Phase. The total payments for Basic Services during any
Phase shall not exceed the total amount payable for that Phase in accordance
with the provisions of Article 15.

     8.2  Payments on Account of Additional Services

          8.2.1  Payments on account of Architect's Additional Services as
defined in Article 3, which are properly performed or incurred, shall be made
monthly based on the same submittal, approval and payment time schedule
applicable to Basic Services under Paragraph 8.1 above following receipt and
approval of the Architect's statement of Additional Services rendered in such
form and with such supporting materials as Owner may require.

     8.3  Payments Withheld

ARCHITECT AGREEMENT - Page 16
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<PAGE>

          8.3.1  No deductions shall be made from Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to
contractors, or on account of the cost of changes in the Work or damages other
than those for which Architect is liable, and then only to the extent such cost
or damages are caused by or attributable to, either in whole or in part, the
acts or omissions of Architect.  Owner may withhold payment on account of
Architect's default or material breach of this Agreement.

          8.3.2  Architect recognizes that Developer is developing the Project
for the Owner and that Owner is to advance to or reimburse Developer, or
otherwise provide funding, for all compensation due Architect hereunder;
however, in no event will payment to Architect be delayed more than sixty (60)
days after the Architect's invoice is due.

     8.4  Project Suspension or Termination

          8.4.1  If the Project is suspended or abandoned in whole or in part
for more than three (3) consecutive months, Architect shall be compensated in
accordance with the above provisions for all services properly performed prior
to receipt of written notice from Owner of such suspension or abandonment.


                                   ARTICLE 9
                         ARCHITECTS ACCOUNTING RECORDS

     9.1  Records of Architect's charges from and payments to its personnel or
to third parties, as well as records of time, hourly charges and direct
personnel expense shall be kept on the basis of generally accepted accounting
principles and shall be available to Owner or Owner's authorized representative
at mutually convenient times.

                                   ARTICLE 10
                         OWNERSHIP AND USE OF DOCUMENTS

     10.1 The Drawings and Specifications prepared hereunder, in whatever state
of completion, shall be and remain the property of Developer (or Owner in the
event of assignment pursuant to Article 13 hereof) to be used by Developer in
accordance with applicable law as it sees fit; provided that Developer shall not
be entitled to utilize the set of drawings stamped with the Architect's seal
other than in connection with the Project. The Architect shall be permitted to
retain copies, including reproducible copies, of Drawings and Specifications.
The rights granted under this Paragraph are conditioned upon the Developer
agreeing to indemnify the Architect from any liability and related expense
arising out of the modification of the documents or their use on any other
project.

     10.2 Architect agrees to furnish Owner with electronic drawing files of the
Drawings and Specifications reflecting all revisions thereto for Owner's (or its
assignee's) use in connection with the Project or for Owner's (or its
assignee's) use in connection with the design and construction of future
projects, and the rights and conditions of ownership granted by this Article

ARCHITECT AGREEMENT - Page 17
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<PAGE>

shall extend to and include such electronic drawing files.  Architect agrees to
and shall issue such notifications and execute such documents and agreements and
do all other things necessary to permit such subsequent use by Owner, its
assignee and/or any subsequent architect, including without limitation
compliance with requirements of the Texas Board of Architectural Examiners and
Title 22 of the Texas Administrative Code.

     10.3 Architect acknowledges that Owner may furnish, and may have included
in the Design Criteria, drawings, specifications and/or electronic drawing files
utilized on prior projects which are intended to form the basis of the design
for the Project and the Drawings and Specifications therefor in compliance with
applicable law. Architect agrees to and shall review, and revise and/or modify
as necessary, such items, and shall affix its seal, actual signature, and date
of affixation to all Contract Documents, Drawings, Specifications and other
documents required in the performance of the services under this Agreement
whether issued under the authorship of Architect or developed under its
supervision, in accordance with the rules and regulations of the Texas Board of
Architectural Examiners.

  10.4 Submission or distribution to meet official regulatory requirements or
for other purposes in connection with the Project shall not be construed as
publication in derogation of the Architect's rights.

  10.5 This Agreement allows for its assignment to a design build general
contractor by Owner.  Rights of ownership in and to the Drawings, Specification
and other design documents are as set forth in Article 10, and shall not be
transferred or affected by an assignment of this Agreement to a design build
general contractor.

                                   ARTICLE 11
                            TERMINATION OF AGREEMENT

     11.1 This Agreement may be terminated by Owner, with or without cause, upon
ten (10) days prior written notice thereof. In the event this Agreement is
terminated due to any default of the Architect under this Agreement, the
Architect shall not be entitled to receive any additional compensation for Basic
and Additional Services allegedly due. In the event this Agreement is terminated
due to any other reason, including but not limited to, termination without cause
and at and for Owner's convenience, the Architect shall be paid for services
properly performed prior to the termination date in accordance with the
compensation and payment provisions hereof. If the date of termination occurs
other than at the completion of a Phase as set forth in Article 15, the payment
to the Architect for such incomplete Phase shall be prorated in accordance with
the percentage of completion at the date of termination as above provided.

     11.2 If Architect is adjudged a bankrupt, or if it makes a general
assignment for the benefit of its creditors, or if a receiver is appointed on
account of its insolvency, and if in any such event Architect fails to provide
Owner with adequate assurances of future performance with ten (10) days of
Owner's request therefor, or if Architect is in violation of a material
provision of this Agreement, then Owner may, without prejudice to any right or
remedy upon giving

ARCHITECT AGREEMENT - Page 18
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<PAGE>

Architect written notice, terminate this Agreement and take possession of all
Drawings and Specifications and related documents and finish the Project by
whatever method Owner may determine expedient. In such event, Architect shall
not be entitled to receive any further payment until the Project has been
completed. Upon completion of the Project, Architect shall be entitled to
receive all amounts which it would have been entitled to receive under this
Agreement less, however, all damages, costs, losses, liabilities, expenses or
other claims suffered by Owner whether direct or indirect, consequential, or
otherwise.

                                   ARTICLE 12
                            MISCELLANEOUS PROVISIONS

     12.1 Developer shall be Owner's representative with respect to the Project,
authorized to act on Owner's behalf and with authority to execute any and all
instruments requiring Owner's approval, consent, action or instruction.
Architect shall communicate with Owner through Developer, and any and all
notices and/or submittals required of Architect under this Agreement or any
other Contract Document, including without limitation Requests for Payment,
Change Orders, requests for extension of time and/or claims for extras, shall be
submitted directly to Developer by Architect.

     12.2 Architect shall and hereby does subordinate any and all liens, rights
and interest (whether choate or inchoate and including, without limitation, all
mechanics' and materialmen's liens under the applicable laws and statutes of the
state of the situs of the project) owned, claimed or held, or to be owned,
claimed or held by Architect or anyone else acting or claiming through or under
Architect in and to any part of the Work or the property on which the Work is
performed, to the liens securing payments of sums now or hereafter borrowed by
Owner in connection with construction of the Improvements.  Architect shall
execute such further and additional evidence of the subordination of any and all
liens, rights and interest as Owner's lenders may require, including a form of
Subordination Agreement acceptable to Owner. The subordination of lien is made
in consideration of and as an inducement to the execution and delivery of this
Agreement, and shall be applicable despite any dispute between the parties
hereto or any others, or any default by Owner under the Contract Documents or
otherwise.

                                   ARTICLE 13
                             SUCCESSORS AND ASSIGNS

     13.1 Owner and Architect respectively bind themselves, their partners,
successors, assigns and legal representatives to the other party to this
Agreement and to the partners, successors, assigns and legal representatives of
such other party with respect to all covenants of this Agreement. Architect
shall not assign, sublet or transfer any interest in this Agreement or any
monies due or to become due hereunder without the prior written consent of
Owner. Architect hereby consents to Developer's assignment to Owner of its
entire interest in this Agreement contingent and effective only upon Owner's
written acceptance of such assignment, or in connection with a mortgage on, or
the sale or transfer of, the Project or any interest therein or any entity
holding title thereto; and effective from the date of such assignment, sublease
or transfer, Developer shall be released from all obligations to Architect
hereunder arising after the

ARCHITECT AGREEMENT - Page 19
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<PAGE>

date of such assignment, sublease or transfer, and Developer shall not be
required to pay Architect for any services in connection with the Project
rendered after the date of any such assignment, sublease or transfer.

     13.2 Architect understands and acknowledges that Owner may, at Owner's sole
option, choose to engage a general contractor for construction of the Project on
a design and build basis.  In such event, such general contractor shall, without
limiting Architect's obligations to the Owner, be responsible to Owner for
designing as well as constructing the Project.  Architect agrees that Owner may,
at any time, assign this Agreement to the general contractor engaged for
construction of the Project, and Architect hereby consents to such assignment
and agrees that in such event Architect shall perform its obligations hereunder
for the general contractor to the same extent as if this Agreement had been
originally entered into between such parties and shall look solely to such
general contractor for satisfaction of payments or claims hereunder or otherwise
in connection with the Project.  Specifically, Architect agrees to the
continuing use and development following such assignment of any and all design
documents prepared pursuant to this Agreement, and that such assignment shall
not result in any adjustment of Architect's compensation or time for
performance.  Architect further consents and agrees that upon the occurrence of
the assignment of this Agreement, Developer and Owner shall be released from any
and all obligations or liability to the Architect in connection with this
Agreement or the Project.

     13.3 Architect agrees that Developer (or Owner) may collaterally assign
this Agreement to the Lender(s) in connection with the financing of the Project,
and agrees to execute documents evidencing such collateral assignment and
consent as may be reasonably required.

                                   ARTICLE 14
                              EXTENT OF AGREEMENT

     14.1 This Agreement represents the entire and integrated agreement and
Owner and Architect and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by
written instrument signed by both Owner and Architect.

                                   ARTICLE 15
                             BASIS OF COMPENSATION

     15.1 Basic Compensation

          15.1.1  For Basic Services as described in Article 2, and any other
services defined elsewhere in this Agreement as part of the Basic Services,
Basic Compensation shall be computed as follows:

     A stipulated sum of One Million, Five Hundred Twenty Thousand, Six Hundred
Fifty-Seven and 00/100 Dollars ($1,520,657.00), reduced by the total payments,
if any, made under any letter agreement or authorization entered into prior to
execution hereof. The Basic Services

ARCHITECT AGREEMENT - Page 20
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<PAGE>

covered by this stipulated sum amount include all services and miscellaneous
costs necessary to complete the Basic Services, including but not limited to the
following:

     Architecture
     Interior Tenant Finish
     Civil Engineering
     Structural Engineering
     Mechanical, Electrical, Plumbing and Fire Protection Engineering
     Master Planning
     Site Planning
     Landscape and Irrigation
     Interior and Exterior Signage required by Federal, State or local building
     or access codes
     All Overhead, Administrative and other Costs

          15.1.2  Payments for Basic Services shall be made so that the total
Basic Compensation that is paid for each Phase shall equal to the following
percentages of the total Basic Compensation:

                                           Shell/Site    Interiors   Total

Schematic Design                    12%    $107,762      $ 60,616    $  168,379

Design Development                  20%     179,604       101,027       280,631

Construction Documents              48%     431,050       242,465       673,515

Construction Administration         20%     179,604       101,027       280,631

Subtotal                           100%     898,020       505,136     1,403,157

Reimbursable Allowance                       87,500      Included        87,500

CAD As-Builts Allowance                      30,000      Included        30,000

     15.1.3    A maximum budgeted allowance of $87,500.00 is included for costs,
expenses and other items which might otherwise be categorized as Reimbursable
Expenses in connection with design services for the Project's building shell.
Within ten (10) days following execution of this Agreement, Architect shall
prepare and deliver to Owner for its review and acceptance a budget of
anticipated Reimbursable Expenses, segregated by category and amount. Architect
shall present actual billings for such costs without any markup, and shall not
be entitled to payment out of this line item in excess of the amount thereof set
forth above without written authorization from Owner. Architect shall promptly
notify Owner if he believes his firm will exceed the allowance during execution
of said Project.

ARCHITECT AGREEMENT - Page 21
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<PAGE>

     15.1.4   It is further provided that the maximum budgeted allowance of
$30,000.00 is included for the costs and expenses for the preparation of CAD as-
built drawings for the building shell and the tenant improvements. Other items
of reimbursable expense associated with design services for the Project's tenant
improvements are included in the Basic Compensation and shall not be separately
reimbursed.  Architect shall promptly notify Owner if he believes his firm will
exceed the allowance during execution of said Project.

                                  ARTICLE 16
                         OTHER CONDITIONS OR SERVICES

     16.1 During the term of this Agreement, as part of Basic Services
hereunder, Architect shall provide to Owner weekly progress reports of the
status of Architect's activities hereunder and of the status of the Project and
the scheduling of all activities related thereto, all in form and containing
such information as Owner may reasonably require.

     16.2 If requested to do so by Owner, at the completion of the Project,
Architect shall provide Owner, at no additional cost to Owner, a set of
reproducible drawings and specifications (with Architectural and Engineering
Seal) of the Project; however, Owner agrees to indemnify Architect from any and
all related expenses arising out of the modification or use of the set on other
projects. This set shall become the property of the Owner.

     16.3 Architect shall not transport, store or introduce to the Project, nor
specify for use in its design or construction, any hazardous substances, as that
term is used in the promulgations of the Environmental Protection Agency or the
Texas Natural Resources Conservation Commission.

                                   ARTICLE 17
                             ARCHITECT'S INSURANCE

     17.1 During the performance of its service, and until termination of this
Agreement, unless otherwise specified, Architect, at its sole cost and expense,
shall carry and maintain insurance with a company or companies acceptable to
Owner, insuring Architect as follows:

          (a)  Worker's Compensation Insurance and Employer's Liability
               Insurance to provide statutory worker's compensation benefits as
               required by the laws of any and all states in which such
               employees are located or perform services for all Architect's
               employees to be engaged in the services provided under this
               Agreement with minimum in occurrence/aggregate limits of
               500,000.00.

          (b)  Comprehensive General Liability Insurance on an "occurrence"
               basis, covering all operations of Architect as named insured,
               including contractual liability for the indemnity and hold
               harmless agreement set forth in Paragraph 18.1 hereof, against
               claims for bodily injury or death, including personal injury, and
               property damage with limits of not less than $5,000,000.00
               combined single coverage for bodily injury or death and property
               damage. Insurance coverage shall also be carried with limits of
               not less than

ARCHITECT AGREEMENT - Page 22
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<PAGE>

               $5,000,000.00 combined single coverage against bodily injury
               liability and property damage liability arising out of the use by
               or on behalf of Architect, its agents and employees, in pursuit
               of the services provided for in this Agreement, of any owned,
               nonowned or hired automotive equipment. Coverage shall be
               continued for at least two (2) years after completion of
               Architect services under this Agreement.

          (c)  Architect's Professional Insurance covering liability imposed by
               law or by contract arising out of a negligent act, error or
               omission in the performance of or lack thereof of professional
               services for others and any physical property damage or injury or
               death resulting therefrom with a single limit of not less than
               $2,000,000.00, such insurance to be continued in force for a
               period not less than two (2) years sixty (60) days after Date of
               Substantial Completion as certified by the Architect and accepted
               by the Owner.

     17.2 Architect shall require any and all engineers and consultants engaged
or employed by Architect in connection with the performance of Architect's
services hereunder to carry and maintain, at all times while engaged in the
performance of services covered by this Agreement, insurance with limits and
coverages in such amounts as determined from time to time by Architect and
Owner, which shall include but not be limited to (i) Workers' Compensation
Insurance as required by applicable state law, and (ii) General Liability
Insurance with limits of not less than $1,000,000.00 combined single coverage
for bodily injury or death and property damage. Architect shall require any such
engineers or consultants to furnish Owner such evidence thereof as Owner may
reasonably request. Such insurance shall be carried and maintained with a
company or companies and be in forms and amounts acceptable to Owner. Engineers
stamping drawings shall carry Engineers Professional Liability Insurance
covering liability to Owner arising out of an error, omission or negligent act
in the performance, or lack thereof, or professional services for others and any
physical property damage, or injury or death resulting therefrom, with single
limits as follows:

                       $1,000,000.00 occurrence/aggregate

Such insurance is to be continued in force for a period of not less than two (2)
years following completion of all Architect's services under this Agreement.

     17.3 All policies of insurance required under the terms of Paragraph 17.1
or Paragraph 17.2 except those described in Paragraph (a) and (c) of Paragraph
17.1 and the penultimate sentence of Paragraph 17.2 shall name Developer and
Owner as additional insureds and shall contain a waiver of subrogation in favor
of Developer and Owner, except for professional liability insurance. Each
insurance policy required under this Article shall contain a standard
severability of interest clause which provides that the insurance applies
separately to each

ARCHITECT AGREEMENT - Page 23
-------------------
<PAGE>

insured and the requirement of a blanket notice from the insurer to each named
and additional insured at least sixty (60) days prior to the nonrenewal or
cancellation of the policy.

     17.4 Architect shall furnish Owner with certificates showing that all
insurance is being maintained as required herein. Upon renewal of any such
insurance that expires before the completion of Architect's services under this
Agreement, Owner shall be provided with renewal certificates or binders upon
expiration, together with evidence of payment of premiums thereon.

                                   ARTICLE 18
                                INDEMNIFICATION

     18.1 ARCHITECT SHALL INDEMNIFY AND HOLD DEVELOPER, OWNER AND THEIR
RESPECTIVE OFFICERS, EMPLOYEES AND CORPORATE AFFILIATES HARMLESS FROM AND
AGAINST ALL DAMAGES, CAUSES OF ACTION, LIABILITIES, LOSSES AND EXPENSES,
INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, TO THE EXTENT ARISING OUT OF OR
RESULTING FROM (A) ANY BREACH OF THE TERMS, CONDITIONS, COVENANTS, CONTAINED IN
THIS AGREEMENT BY ARCHITECT, ITS EMPLOYEES, SERVANTS, CONSULTANTS OR OTHER
PERSONS OR ENTITIES FOR WHOM IT IS RESPONSIBLE, (B) ANY NEGLIGENT ACT OR
OMISSION OF ARCHITECT, ITS EMPLOYEES, OR CONSULTANTS WHICH RESULTS IN BODILY OR
PERSONAL INJURY, SICKNESS, DISEASE OR DEATH, OR INJURY TO OR DESTRUCTION OF
TANGIBLE PROPERTY INCLUDING THE LOSS OF USE THEREOF ON A COMPARATIVE FAULT
BASIS, AND WHETHER OR NOT SUCH CLAIM, DAMAGE OR EXPENSE IS CAUSED IN PART BY THE
NEGLIGENCE OR OTHER ACT OR OMISSION OF A PARTY INDEMNIFIED HEREUNDER. SUCH
OBLIGATION SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE, OR OTHERWISE REDUCE ANY
OTHER RIGHT OR OBLIGATION OF INSURANCE OR INDEMNITY WHICH WOULD OTHERWISE EXIST
AS TO ANY PARTY OR PERSON DESCRIBED HEREIN.

                                   ARTICLE 19
                             COMPLETION CERTIFICATE

     19.1 Architect shall perform its duties as specified herein so that, at the
completion of the Project, Architect will execute, and if necessary be a party
to, a written instrument(s) in form and substance satisfactory to Owner stating
that to the best of Architect's knowledge, information and belief the Project
has been constructed and completed in accordance with the Contract Documents.

                                   ARTICLE 20
                          LIMITATION AGAINST DEVELOPER

     20.1 It is understood and agreed that notwithstanding Developer's
development of the Project for Owner that this Agreement is by and between Owner
and Architect, and that Developer is not a party hereto.  Developer's duties and
responsibilities are as specifically set

ARCHITECT AGREEMENT - Page 24
-------------------
<PAGE>

forth herein, and Architect agrees to look solely to Owner for payment and
recovery of any amounts due for Architect's Services or otherwise in connection
with the Project. In no event shall Architect have any claim against any
partners of Owner, any limited partners of Developer, or any partners of the
partners of Owner, or the officers, directors, employees or shareholders of any
corporate partner of Developer or Owner or any corporate partner of a partner of
Owner, any and all such claims being hereby unconditionally waived by Architect.

                                   ARTICLE 21
                                CONFIDENTIALITY

     21.1 Owner is furnishing Architect with certain information in connection
with the Owner and the Project. As a condition to the receipt of such
information, Architect agrees to treat confidentially any information concerning
the Owner or the Project which is furnished to Architect or of which Architect
becomes aware, whether furnished or discovered before or after the date of this
Agreement, together with analyses, compilations, studies or other documents or
records prepared by Architect or its directors, officers, employees, advisors,
consultants or representatives (collectively, "Representatives"), all such
information being referred to herein as the "Material."

     21.2 Architect hereby agrees that the Material will be used solely for the
purpose of performance under this Agreement and that the Material will be kept
confidential by Architect and its Representatives; provided, however, that (i)
any of the Material may be disclosed to Architect's Representatives who need to
know the information contained therein for the purpose described above (it being
understood that (a) such Representatives shall be informed by Architect of the
confidential nature of such information and Architect shall cause such
Representatives to treat such information confidentially, (b) Architect shall
maintain a list of those persons to whom such information has been disclosed,
which list shall be presented to Owner upon request, and (c) in any event
Architect shall be responsible for any breach of this Agreement by any of its
Representatives), and (2) any disclosure or other use of the Material may be
made to which the Owner consents in advance in writing.

     21.3 Without the prior written consent of Owner, Architect will not, and
will direct Architect's Representatives to not, disclose the Material or to
disclose to any person the fact that the Material has been made available to
Architect or that Architect has inspected any portion of the Material. Without
limitation on the foregoing, Architect and its Representatives will not discuss
the Material, including any prospective site locations for the Project with
members of the press, brokers or any other persons.

     21.4 It is further understood and agreed that money damages would not be a
sufficient remedy for any breach of this Article of the Agreement and that Owner
shall be entitled to specific performance and injunctive or other equitable
relief as a remedy for any such breach of the provisions of the Article. Such
remedy shall not be deemed to be exclusive remedy for breach of this Agreement,
but shall be in addition to all other remedies available at law or equity to
Owner.

ARCHITECT AGREEMENT - Page 25
-------------------
<PAGE>

     21.5 The provisions relating to confidentiality in this Article of the
Agreement shall terminate five (5) years from the date hereof or sooner if so
allowed in writing by Owner.

                                   ARTICLE 22
                          NOTICES AND OTHER PROVISIONS

     22.1 All notices, demands, approvals and requests given by either party to
the other hereunder shall be in writing and shall be personally delivered or
sent by telecopy (with hard copy to follow) or registered or certified mail,
postage prepaid, to the parties at the following addresses:

     If to Owner:             Wells Operating Partnership, L.P.
                              c/o Wells Capital, Inc.
                              Attn: Senior Vice President Asset Management
                              Suite 250
                              6200 The Corners Parkway
                              Norcross, Georgia 30092
                              Fax:  (770) 200-8199


     with a copy to:          Troutman Sanders LLP
                              Attention: Mr. John W. Griffin
                              600 Peachtree Street, N.E.
                              Suite 5200
                              Atlanta, Georgia 30308-2216
                              Fax: (404) 962-6577 and (404) 885-3900

     with a copy to:          Champion Partners, Ltd.
                              Attn: Robert D. Poynor
                              Suite 100
                              15601 Dallas Parkway
                              Addison, Texas 75001
                              Fax: (972) 490-5599

     If to Architect:         HKS, Inc.
                              1919 McKinney Avenue
                              Dallas, Texas 75201
                              Attn: Daniel Jeakins
                              Fax: (214) 969-3397

Either party may at any time change its respective address by sending written
notice to the other party of the change in the manner hereinabove prescribed.
Notices shall be deemed to be given upon the earlier to occur of actual receipt
or on the third business day after mailing. Fax notices shall not be effective
unless confirmation of receipt is provided. Each party hereto agrees to provide
immediate confirmation of receipt of fax notices.

ARCHITECT AGREEMENT - Page 26
-------------------
<PAGE>

     22.2 Each party to this Agreement has been represented by legal counsel, or
has had the opportunity to be represented by legal counsel, and each party has
had the opportunity to equally participate in the negotiation, preparation and
drafting of this Agreement. In the event of any dispute between the parties
hereto, the prevailing party in any proceeding shall be entitled to be
reimbursed by the other party for its reasonable attorneys' fees, paralegal
charges, other related legal costs and expenses, court costs and, if applicable,
arbitration costs and fees.

     22.3 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which when taken together shall
constitute but one agreement.

     22.4 The headings for any paragraphs of this Agreement are for convenient
reference only, and shall not be deemed to be operative or relied upon for
construction of this Agreement for any purpose.

     22.5 Architect represents and warrants that the person responsible for
sealing and signing documents and for furnishing and performing architectural
services in connection with this Agreement shall be a registered architect,
licensed to practice the profession of architecture pursuant to Article 249a of
the Texas Revised Civil Statutes, and in good standing and in compliance with
the rules, regulations and requirements of the Texas Board of Architectural
Examiners and Title 22 of the Texas Administrative Code.

     22.6 Architect agrees that its selection and the award of this contract to
it is based in significant part on the personnel which Architect has proposed
for the performance hereof.  Architect agrees that the following individuals
will have and perform the roles indicated for them and will remain in such
capacity, serving the needs of the Project through completion of construction,
punch list and close out, and their involvement with and commitment to the
Project shall not be reduced:  Grant Simpson, David Meyer, Jay Waters and Bill
Maguire.

ARCHITECT AGREEMENT - Page 27
-------------------
<PAGE>

IN WITNESS WHEREOF, this Agreement is entered into as of the day an first
written above.


                         WELLS OPERATING PARTNERSHIP, L.P.,
                         a Delaware limited partnership

                         By:  Wells Real Estate Investment Trust, Inc.,
                              a Maryland corporation,
                              its general partner

                              By: /s/ Douglas P. Williams
                                 ---------------------------------
                              Name: Douglas P Williams
                                   -------------------------------
                              Title: Executive Vice President
                                    ------------------------------


                         HKS, INC.
                         a Texas corporation

                              By: /s/ [ILLEGIBLE]
                                 ---------------------------------
                              Name: [ILLEGIBLE]
                                   -------------------------------
                              Title: President
                                    ------------------------------


The Texas Board of Architectural Examiners, P.O. Box 12337, Austin, Texas 78711-
2337 or 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, (512) 305-9000 has
jurisdiction over individuals licensed under the Architects' Registration Law,
Texas Civil Statutes, Article 249a.

ARCHITECT AGREEMENT - Page 28
-------------------

<PAGE>

                                   EXHIBIT A

                                DESIGN CRITERIA
                 (PRELIMINARY BUILDING PLANS & SPECIFICATIONS)



(1)  Nissan Motor Acceptance Corporation Conceptual Structural Foundation &
     Framing Plan, dated February 28, 2001, 4 sheets (S1.01, S2.01, S2.02,
     S2.03) prepared by Brockette Davis Drake, Inc.

(2)  Nissan Motor Acceptance Corporation Specification/Narratives, dated August
     30, 2000, prepared by HKS Architects and Brockette Davis Drake, The SWA
     Group, Blum Consulting Engineering and The Staubach Company, as follows:

     (i)    Interior Space Requirements Program, 16 pages
     (ii)   Architectural/Interior Design Narrative (Shell), 5 pages
     (iii)  Architectural/Interior Design Narrative (Interiors), 8 pages,
            Revised November 27, 2000
     (iv)   Landscape Design Narrative, 1 page
     (v)    MEP Shell Building Outline Specifications, 32 pages
     (vi)   MEP Interior Finishout Narrative, 4 pages

(3)  Developer Scope Summary Form (no date), 4 pages

(4)  Site Plan, as prepared by HKS, dated February 21, 2001 (superceded by
     4/17/01 set).

(5)  Outline Specification:  Roof, Glazing & Elevators, dated February 21, 2001.

(6)  Finish System for Preliminary Design, prepared by HKS, dated February 27,
     2001.

(7)  Yasuda Fire & Marine Insurance Company letter of document review dated
     August 30, 2000.

(8)  HKS Architects' memo of Construction Type Options (for fire rating) not
     dated.

(9)  HKS Architects' Revised Plans; 6 sheets, dated April 17, 2001.

(10) Blum Consulting Engineers' memo specifications of McQuay equipment, dated
     April 24
<PAGE>

                                    EXHIBIT B





                     GENERAL CONDITIONS OF THE CONTRACT FOR
                             THE ARCHITECT AGREEMENT

                                 BY AND BETWEEN
                        WELLS OPERATING PARTNERSHIP, L.P.
                                       AND
                                    HKS, INC.
<PAGE>

                     GENERAL CONDITIONS OF THE CONTRACT FOR
                   THE DESIGN AND BUILD CONSTRUCTION AGREEMENT

<TABLE>
<CAPTION>
Article           Index                                                                                         Page
-------           -----                                                                                         ----
<S>                                                                                                             <C>
ARTICLE 1  CONTRACT DOCUMENTS................................................................................     1
         1.1      DEFINITIONS................................................................................     1
                  1.1.1    THE CONTRACT DOCUMENTS............................................................     1
                  1.1.2    THE CONTRACT......................................................................     1
                  1.1.3    THE WORK..........................................................................     1
                  1.1.4    THE PROJECT.......................................................................     1
         1.2      EXECUTION, CORRELATION, INTENT AND INTERPRETATIONS.........................................     1
         1.3      ORDER OF PRECEDENCE........................................................................     5
         1.4      COPIES FURNISHED AND OWNERSHIP.............................................................     5
         1.5      DOCUMENTS TO BE KEPT ON THE JOBSITE........................................................     5
ARTICLE 2  ADMINISTRATION....................................................................................     6
         2.1      ADMINISTRATION OF THE CONTRACT.............................................................     6
         2.2      MEETINGS...................................................................................     6
ARTICLE 3  OWNER.............................................................................................     7
         3.1      DEFINITION.................................................................................     7
         3.2      INFORMATION AND SERVICES...................................................................     7
         3.3      RIGHT TO STOP THE WORK.....................................................................     7
         3.4      RIGHT TO CARRY OUT THE WORK................................................................     7
ARTICLE 4  DESIGN/BUILDER....................................................................................     8
         4.1.     DEFINITION.................................................................................     8
         4.2      REVIEW OF CONTRACT DOCUMENTS...............................................................     8
         4.3      SUPERVISION AND CONSTRUCTION PROCEDURES....................................................     8
         4.4      LABOR MATERIALS AND QUALITY CONTROL........................................................     9
         4.5      WARRANTY...................................................................................    10
         4.6      TAXES......................................................................................    11
         4.7      PERMITS, FEES AND NOTICES..................................................................    12
         4.8      CASH ALLOWANCES............................................................................    12
         4.9      DESIGN/BUILDER'S REPRESENTATIVES...........................................................    12
         4.10     PROJECT SCHEDULE...........................................................................    13
         4.11     SHOP DRAWINGS AND SAMPLES..................................................................    13
         4.12     USE OF SITE................................................................................    16
         4.13     CUTTING AND PATCHING OF WORK...............................................................    16
         4.14     CLEANING UP................................................................................    17
         4.15     COMMUNICATIONS.............................................................................    18
         4.16     ROYALTIES AND PATENTS......................................................................    18
         4.17     PROTECTION OF THE WORK.....................................................................    18
         4.18     PEST CONTROL...............................................................................    18
         4.19     PROJECT MEETINGS...........................................................................    18
         4.20     CASH FLOW PROJECTIONS......................................................................    19
ARTICLE 5  SUBCONTRACTORS....................................................................................    19
         5.1      DEFINITION.................................................................................    19
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                             <C>
         5.2      AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK.........................    20
         5.3      SUBCONTRACTUAL RELATIONS...................................................................    21
ARTICLE 6  SEPARATE CONTRACTS................................................................................    22
         6.1      RIGHT TO AWARD SEPARATE CONTRACTS..........................................................    22
         6.2      MUTUAL RESPONSIBILITY OF CONTRACTORS.......................................................    22
         6.3      CUTTING AND PATCHING UNDER SEPARATE CONTRACTS..............................................    22
         6.4      RIGHT TO CLEAN UP..........................................................................    23
ARTICLE 7  MISCELLANEOUS PROVISIONS..........................................................................    23
         7.1      GOVERNING LAW..............................................................................    23
         7.2      SUCCESSORS AND ASSIGNS.....................................................................    23
         7.3      WRITTEN NOTICE.............................................................................    23
         7.4      CLAIMS FOR DAMAGES.........................................................................    23
         7.5      PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND.......................................    24
         7.6      RIGHTS AND REMEDIES........................................................................    24
         7.7      TESTS......................................................................................    24
         7.8      INTEREST...................................................................................    25
         7.9      DISPUTES...................................................................................    25
         7.10     MISCELLANEOUS..............................................................................    25
ARTICLE 8  TIME..............................................................................................    26
         8.1      DEFINITIONS AND SUBSTANTIAL COMPLETION.....................................................    26
         8.2      PROGRESS AND COMPLETION....................................................................    26
         8.3      DELAYS AND EXTENSIONS OF TIME..............................................................    27
ARTICLE 9  PAYMENTS AND COMPLETION...........................................................................    27
         9.1      CONTRACT SUM...............................................................................    27
         9.2      SCHEDULE OF VALUES.........................................................................    27
         9.3      PROGRESS PAYMENTS..........................................................................    27
         9.4      PAYMENT....................................................................................    29
         9.5      PAYMENTS WITHHELD..........................................................................    29
         9.6      FAILURE OF PAYMENT.........................................................................    29
         9.7      OCCUPANCY..................................................................................    29
         9.8      FINAL COMPLETION AND FINAL PAYMENT.........................................................    30
ARTICLE 10  PROTECTION OF PERSONS AND PROPERTY...............................................................    31
         10.1     SAFETY PRECAUTIONS AND PROGRAMS............................................................    31
         10.2     SAFETY OF PERSONS AND PROPERTY.............................................................    31
         10.3     EMERGENCIES................................................................................    32
ARTICLE 11  INSURANCE........................................................................................    32
         11.1     DESIGN/BUILDER'S LIABILITY INSURANCE.......................................................    33
         11.2     OTHER INSURANCE REQUIREMENTS...............................................................    35
         11.3     PROPERTY INSURANCE.........................................................................    35
         11.4     LOSS OF USE INSURANCE......................................................................    36
         11.5     SUBCONTRACTORS' INSURANCE..................................................................    36
         11.6     TRANSITION INSURANCE.......................................................................    38
ARTICLE 12  CHANGES IN THE WORK..............................................................................    38
         12.1     CHANGE ORDERS..............................................................................    38
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                             <C>
         12.2     CLAIMS FOR ADDITIONAL COST OR TIME.........................................................    39
ARTICLE 13  UNCOVERING AND CORRECTION........................................................................    40
         13.1     UNCOVERING OF WORK.........................................................................    40
         13.2     CORRECTION OF WORK.........................................................................    40
         13.3     ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK.............................................    41
ARTICLE 14  MANUFACTURER'S MATERIALS AND PRODUCTS............................................................    42
         14.1     INTENT OF SPECIFICATION....................................................................    42
         14.2     SUBSTITUTIONS..............................................................................    42
         14.3     INSTALLATION...............................................................................    42
ARTICLE 15  SUBSURFACE AND SITE INFORMATION..................................................................    42
         15.1     SITE CONDITIONS AND DESIGN/BUILDER'S RESPONSIBILITY........................................    42
</TABLE>

                                      iii
<PAGE>

                    GENERAL CONDITIONS OF THE CONTRACT FOR
                  THE DESIGN AND BUILD CONSTRUCTION AGREEMENT

                                   ARTICLE 1

                              CONTRACT DOCUMENTS
                              ------------------

1.1    DEFINITIONS
       -----------

1.1.1  THE CONTRACT DOCUMENTS
       ----------------------

       The Contract Documents consist of those documents identified on Exhibit B
                                                                       ---------
to the Design and Build Construction Agreement and as said Exhibit may be
amended from time to time.

       If there is any inconsistency or ambiguity in any of the Contract
Documents, the governing document will be as listed in Paragraph 1.3 of the
General Conditions.

       The Contract Documents includes the Advertisement or Invitation to Bid
and the Instructions to Bidders, but does not include the Design/Builder's Bid
or any other Bidding Documents, unless specifically enumerated in the Agreement.

1.1.2  THE CONTRACT
       ------------

       The Contract Documents form the Contract for Construction and are
sometimes referred to as the "Contract". The Contract represents the entire and
integrated agreement between the parties hereto and supersedes all prior
negotiations, representations, or agreements, either written or oral. Nothing
contained in the Contract Documents shall create any contractual relationship or
third party beneficiary relationship between the Developer or the Owner and any
Subcontractor or Sub-subcontractor or between any persons or entities other than
between the Owner and the Design/Builder.

1.1.3  THE WORK
       --------

       The Work comprises the completed construction required by the Contract
Documents and includes all labor, materials, equipment and supervision necessary
to produce the Project, functioning properly, including all items necessary or
appropriate to permit the proper and full utilization of the Project.

1.1.4  THE PROJECT
       -----------

       The Project is the total construction of which the Work performed under
the Contract Documents may be the whole or a part.

1.2    EXECUTION, CORRELATION, INTENT AND INTERPRETATIONS
       --------------------------------------------------

                                       1
<PAGE>

1.2.1  The intent of the Contract Documents is to include all items necessary
for the proper execution and completion of the Work by the Design/Builder.  The
Contract Documents are complementary, and what is required by one shall be as
binding as if required by all and performance by the Design/Builder shall be
consistent with the requirements of the Contract Documents and those matters
reasonably inferable from them as being necessary to produce the intended
results.

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

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

1.2.4  By executing the Design and Build Construction Agreement Design/Builder
represents that:

       1. it has examined all Contract Documents and all Exhibits attached
          thereto, the Project Site, and the accessibility to and general
          character of said Site;

       2. the Contract Documents are complete, coordinated, and will allow for
          proper and timely construction of the Work;

       3. it has visited the Site, and has satisfied itself as to the nature of
          the Work, the conditions of any visible existing buildings, structures
          or features at the Site, the condition of the soil, the
          Specifications, the Drawings, the character of the equipment and
          facilities needed preliminary to and during the prosecution of the
          Work, the general and local conditions under which the Work is to be
          performed, the construction hazards, and all other matters witch could
          be reasonably ascertained and in any way affect the Work under the
          Contract Documents, and has correlated its observations with the
          requirements of the Contract Documents; and

       4. the Contract Sum for performance of the Contract includes any and all
          costs as required by the Contract Documents or as reasonably inferable
          therefrom as being necessary to completely construct and perform the
          Work under the above mentioned conditions.

1.2.5  Design/Builder understands and agrees that:

       1. If an item of Work is shown on the Drawings and not specified, or
          specified and not shown on the Drawings, or neither specified or shown
          but considered to be incidental to the Work and the accepted practice
          of the respective trade, or required for total completion of the Work
          and the Project, it shall be construed to

                                       2
<PAGE>

             be both shown and specified and shall be included in the scope of
             Work and within the Contract Sum.

         2.  Design/Builder shall complete all Work in accordance with the
             requirements of Contract Documents and make no change therefrom
             without having first received written authorization from Owner or
             its authorized representative. Where detailed information is
             lacking, before proceeding with Work, Design/Builder shall refer
             the matter to Developer for further information. Design/Builder
             shall be solely responsible for all extra cost and extra time for
             changes made to Work without having received prior written
             authorization from Owner or its authorized representative.

         3.  If Work is required in such a manner as to make it impossible to
             produce first-class Work, or should discrepancies appear among
             Contract Documents, Design/Builder shall request clarification from
             the Developer before proceeding with the affected part of the Work.
             If Design/Builder fails to obtain such clarification before
             proceeding with such portion of the Work, no excuse thereafter will
             be entertained for failure to carry out Work in satisfactory
             manner, and Design/Builder shall be solely responsible for all
             extra cost and time for proceeding with such Work without receiving
             clarification from Developer.

         4.  Mention herein or indication on the Drawings of articles,
             materials, or operations means that the Design/Builder shall
             provide each item mentioned or indicated of the quality noted,
             perform each operation prescribed according to conditions stated,
             and provide therefor all necessary labor, equipment and incidentals
             pertaining thereto.

         5.  Should conflict occur in or between Drawings and Specifications
             which is not clarified by the order of precedence specified herein,
             Design/Builder is deemed to have estimated on the more expensive of
             the various ways shown for doing the Work unless he shall have
             asked for and obtained written decision from the Developer as to
             which method or materials will be required.

         6.  The Work to be performed by Design/Builder shall conform with and
             satisfy the requirements of the Contract Documents, including
             without limitation the requirements of the Design and Build
             Construction Agreement.

1./2./6  Written interpretations necessary for the proper execution or progress
of the Work, in the form of Drawings or otherwise, will be issued by Developer
promptly after written request therefore by Design/Builder.  Design/Builder
shall make written request to Developer for such interpretations as soon as
possible after the need for such interpretations is identified by
Design/Builder.  Such interpretations shall be consistent with and reasonably
inferable from the Contract Documents.

1.2.7    Any discrepancies or omissions found in the Contract Documents by
Design/Builder shall be reported to Owner and Developer promptly and in all
events prior to proceeding with

                                       3
<PAGE>

any portion of the Work affected thereby. Developer will clarify discrepancies
or omissions in writing, promptly after written requests are received from the
Design/Builder. Failure by Design/Builder to request interpretations and/or
report discrepancies promptly after discovery and before incurring additional
expense as a result of any potential Contract Document deficiency will cause any
such additional costs to be included within the original Contract Sum.

1.2.8   Design/Builder's and Subcontractor's responsibility: Design/Builder and
Subcontractor(s) for all trades involved in the Project shall be responsible to
familiarize themselves with the Work of all other trades included in this
Project.  Each of the Subcontractors shall be responsible for all Work not only
shown or implied on the Drawings that pertain to the Subcontractor's Work, but
also his Work as shown on other trade drawings.  Design/Builder and
Subcontractors for all trades are, hereby cautioned to carefully study all
Drawings and Specifications including but not limited to architecture,
engineering, interior design, and consultants drawings, with the understanding
that any item of equipment or integral part of the Work or the Project requiring
plumbing, heating, venting and/or air conditioning (H.V.A.C.), or electrical
connections, shown on the Drawings or the Contract Documents, the corresponding
Design/Builder or Subcontractor is nevertheless responsible for the connection
of these items or parts to his particular service and has included all such
connections in his contract price.

1.2.9   Design/Builder is responsible for coordinating all Subcontractor bids
and work of all trades to ensure that all Work shown or specified is included in
the Contract Sum specified in the Agreement. Particular care is required in
Design/Builder's coordination of the H.V.A.C., plumbing, electrical, roofing and
fire protection and other trades 'with each other and with the other trades. In
no case will Developer arbitrate disputes over which trade is to furnish work.
In no case will Owner become liable for additional payments over and above the
Contract Sum specified in the Agreement due to failure of Design/Builder to
resolve any such disputes.

1.2.10  Should the Drawings disagree themselves, figures shall govern over
scaled measurements, large scaled Drawings shall govern over small scale
Drawings, the greater quantity of work or materials shall be furnished and
performed; the descriptive writings shall govern over legends indicating
material or conditions and the Agreement takes precedence over all other
Contract Documents.

1.2.11  The words "approved", "inspected", "directed", "selected", and similar
words and phrases shall be presumed to be followed by "by Owner".  The words
"satisfactory", "submitted", "reported", and similar words and phrases shall be
presumed to be followed by "to Owner".  Words like 'install", "provide",
"locate", "furnish", and "supply" shall be construed to include complete
furnishings and installation or construction.

1.2.12  In the interest of brevity the Contract Documents frequently omit
modifying words such as "all" and "any" and articles such as "the" and "an," but
the fact that a modifier or an article is absent from one statement and appears
in another is not intended to affect the interpretation of either statement.

                                       4
<PAGE>

1.3    ORDER OF PRECEDENCE
       -------------------

1.3.1  If there is any inconsistency or ambiguity in any of the Contract
Documents, the governing document will be that listed first below, except in the
case of any ambiguity or inconsistency within either the Drawings or
Specifications, the more expensive of the methods shown or specified shall be
controlling and of which the cost shall be within the Contract Sum.

       1.     Modifications
       2.     The Agreement
       3.     These General Conditions
       4.     Special Conditions of the Contract, if any,
       5.     Addenda
       6.     Specifications and Drawings
              a)   Detailed information
              b)   General information

       Nothing in this paragraph relieves Design/Builder of his responsibility
to report any discrepancies to the Owner.

1.4    COPIES FURNISHED AND OWNERSHIP
       ------------------------------

1.4.1  Design/Builder will furnish as part of the Contract Sum all copies and
transparencies of Drawings, Specifications, Addenda, bulletins and details
necessary for the execution of the Work and for Owner's and Developer's use and
permanent records.  Copies of the above will be made by Design/Builder.
Printing and copying costs are included in the Contract Sum.

1.4.2  All Drawings, Specifications and copies thereof, whether furnished by or
on behalf of Design/Builder any architect engaged with Design/Builder or
furnished by Owner or Developer are and shall remain Owner's property.  They are
not to be used on any other project and are to be delivered to Developer on
request or at the completion of the Work.

1.4.3  Design/Builder will promptly provide to Owner, free of charge, copies of
all Drawings and Specifications and all contracts, change orders, demand or
default letters and all other material documents with, among or from
Subcontractors and Sub-subcontractors.

1.5    DOCUMENTS TO BE KEPT ON THE JOBSITE
       -----------------------------------

1.5.1  The Design/Builder shall maintain at the site for the Developer one
record copy of all Drawings, Specifications, Addenda, Change Orders and other
Modifications, approved Shop Drawings, Product Data and Samples in good order
and marked to record all changes made during the course of completing any Work.
The same shall be available to the Owner.  The Drawings, marked to record all
such changes made, shall be delivered to the Owner upon completion of the Work.

                                       5
<PAGE>

                                   ARTICLE 2

                                ADMINISTRATION
                                --------------

2.1    ADMINISTRATION OF THE CONTRACT
       ------------------------------

2.1.1  The Developer will provide administration of the Contract as hereinafter
described.  The provisions hereof shall not be construed as a limitation on any
other obligation of the Design/Builder under its agreement with Owner.  If the
Owner or its representative is required to make excessive visits to the Project
Site because of defective materials or workmanship, unnecessary R.F.I.s by
Design/Builder where the information is available in Contract Documents, to
provide consents due to late submittals of shop drawings or samples by
Design/Builder, or for any other reason caused by Design/Builder's failure to
perform in accordance with the Contract Documents, then, at the direction of
Owner, such costs incurred, including salary, fringe benefits and travel costs
of personnel shall be a back-charge to Design/Builder by deductive Change Order.
Design/Builder agrees to likewise back-charge any Subcontractor which may be
responsible by, deductive Change Order to the Subcontractor.

2.1.2  The Owner and the Developer shall at all times have access to the Work
wherever it is in preparation and progress, and the Design/Builder shall provide
facilities for such access.

2.1.3  Owner's decisions in matters relating to artistic effect will be final if
consistent with the intent of the Contract Documents.

2.1.4  The Owner or its authorized representative will have authority to reject
Work which does not conform to the Contract Documents.  Whenever Owner or its
authorized representative, in its opinion considers it necessary or advisable
for the implementation of the intent of the Contract Documents, Developer shall
have authority to require special inspection or testing of the Work in
accordance with Paragraph 7.7 whether or not such Work be then fabricated,
installed or completed.  However, neither the Owner's authority to act under
this Subparagraph 2.1.4, nor any decision made in good faith either to exercise
or not to exercise such authority shall give rise to any duty or responsibility
of the Owner or Developer to the Design/Builder, any Subcontractor, any of their
agents or employees, or any other person under them performing any of the Work.

2.1.5  The Owner or its authorized representative shall have the right but not
the obligation to review and/or take appropriate action upon Design/Builder's
submittals such as Shop Drawings, Product Data and Samples.

2.2    MEETINGS
       --------

2.2.1  Design/Builder and Owner or its authorized representative shall meet on
such basis and frequency as Owner shall require to review the progress of the
Work (including review of the schedule for the Work) and to facilitate
communication between Design/Builder and Owner.  Design/Builder agrees to
provide at such meetings such data and information relating to the Work as is
contemplated by the Contract Documents or required by Owner, including without
limitation that described in Paragraph 4.20 hereof.

                                       6
<PAGE>

                                   ARTICLE 3

                                     OWNER
                                     -----

3.1    DEFINITION
       ----------

3.1.1  The Owner is the person or entity identified as such in the Agreement and
is referred to throughout the Contract Documents as if singular in number and
masculine in gender.  The term Owner means the Owner or his authorized
representative designated in writing by Owner.

3.2    INFORMATION AND SERVICES
       ------------------------

3.2.1  The Owner shall cause to be furnished all surveys describing the physical
characteristics, legal limitations and utility locations for the site of the
Project, and a legal description of the site.

3.2.2  Except for permits and fees that are the responsibility of Design/Builder
under the Contract Documents, Developer shall obtain and pay for necessary
easements for permanent and temporary structures or facilities or for permanent
changes in existing facilities, necessary approvals, assessments, excess
facility charges for permanent utility service, air rights, if required, and
charges required for construction, use or occupancy of the Work.  Design/Builder
shall pay, as part of the Contract Sum, for all building permits, licenses and
fees for the Work, facility charges for temporary utility service and for
Certificates of Occupancy.

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

3.2.4  The foregoing are in addition to other duties and responsibilities of the
Owner enumerated herein and especially those in respect to work by Owner or by
Separate Contractors, Payments and Completion, and Insurance in Articles 6, 9
and 11, respectively.

3.3    RIGHT TO STOP THE WORK
       ----------------------

3.3.1  If the Design/Builder fails to correct defective Work or fails to carry
out the Work in accordance with the Contract Documents, the Owner may order the
Design/Builder to stop the Work, or any portion thereof until the cause for such
order has been eliminated or, at Owner's sole option, terminate Design/Builder's
performance of the Agreement.  Any additional costs incurred by Owner shall be
deducted from payments due Design/Builder by deductive Change Order and
Design/Builder hereby waives any claims to such payments.  The right of Owner to
stop the Work shall not give rise to a duty on the part of Developer to exercise
this right for the benefit of the Design/Builder or any other person(s) or
entity(ies).

3.4    RIGHT TO CARRY OUT THE WORK
       ---------------------------

3.4.1  If the Design/Builder fails or neglects to carry out the Work in
accordance with the Contract Documents and fails within five (5) days after
receipt of written notice from Owner to

                                       7
<PAGE>

commence and continue correction of such failure or neglect with diligence and
promptness, the Owner may after such five (5) day period and without further
notice and without prejudice to any other remedy Owner may have, make good such
failure of performance by the Design/Builder. In such case an appropriate Change
Order shall be issued deducting from the payments then or thereafter due the
Design/Builder the cost of correcting deficiencies in the Work and/or failure of
performance, including compensation for any architect's additional services made
necessary by such neglect or failure, and further including Owner's internal
costs and expenses, plus an additional fifteen percent (15%) of all such cost
and expenses associated with carrying out such work, as overhead. If the
payments then or thereafter due the Design/Builder are not sufficient to cover
such amount, the Design/Builder shall pay the difference to the Owner.

                                   ARTICLE 4

                                DESIGN/BUILDER
                                --------------

4.1.   DEFINITION
       ----------

4.1.1. The Design/Builder is the person or entity identified as such in the
Agreement and is referred to throughout the Contract Documents as if singular in
number and masculine in gender. The term Design/Builder means the Design/Builder
or his authorized representative.

4.2    REVIEW OF CONTRACT DOCUMENTS
       ----------------------------

4.2.1  The Design/Builder's duties include the design as well as the
construction of the Work, and the Design/Builder is responsible for the
preparation of the Drawings and the Specifications.  The Design/Builder shall
carefully study and compare the Contract Documents and shall promptly, and in
all events prior to proceeding with any portion of the Work affected thereby,
report to the Developer any error, inconsistency or omission he may discover.
In accordance with Design/Builder's obligation to both design and build the
Work, Design/Builder shall be liable to the Developer for any damage resulting
from errors, inconsistencies or omissions in the Contract Documents whether or
not Design/Builder shall have reported such matter to Developer.  The
Design/Builder shall perform no portion of the Work at any time without Contract
Documents, or, where required, approved Shop Drawings, Product Data or Samples
for such portion of the Work.

4.3    SUPERVISION AND CONSTRUCTION PROCEDURES
       ---------------------------------------

4.3.1  The Design/Builder shall supervise and direct the Work, using his best
skill and attention.  Design/Builder shall be responsible for all construction
means, methods, techniques, sequences and procedures and for coordinating all
portions of the Work, including all component coordination for complete systems.

4.3.2  Design/Builder will perform and assume all responsibility for all layout
work.  Design/Builder shall, immediately upon entering the site for the Project
for purpose of beginning Work, locate general reference points and take such
action as is necessary to prevent their destruction; lay out Design/Builder's
own Work and be responsible for all lines, elevations and

                                       8
<PAGE>

measurements of building elements, utilities and other Work executed by
Design/Builder under the Contract Documents. Design/Builder must verify all
figures shown on Drawings before laying out Work and any cost or expense
resulting from failure to exercise such precautions shall be the expense of
Design/Builder.

4.3.3  The Design/Builder shall erect ample storage shed space for building
materials requiring shelter from the weather and shall locate same where
consented to by the Developer.  Material proposed to be stored outdoors on the
site must be consented to by the Developer in advance and shall be located only
where so directed or consented to by the Developer.

4.3.4  The Design/Builder shall be responsible to the Developer for the acts and
omissions of his employees, Subcontractors, Sub-subcontractors and their agents
and employees, and other persons performing any of the Work under a contract
with the Design/Builder.

4.3.5  The Design/Builder shall not be relieved from his obligations to perform
the Work in accordance with the Contract Documents either by the activities or
duties of the Developer in administration of the Contract, or by inspections,
tests or approvals required or performed under Paragraph 7.7 by persons other
than the Design/Builder.

4.3.6  The Design/Builder shall provide, install, and maintain all the necessary
utilities for the Project.  The Design/Builder shall pay for the cost of all
utilities used from the time such connections are made to the date of
Substantial Completion.  Design/Builder acknowledges that it has included all
costs included in this Paragraph in the Contract Sum.

4.3.7  The Design/Builder shall be responsible for inspection of portions of
Work already performed to determine that such portions are in proper condition
to receive subsequent Work.

4.4    LABOR MATERIALS AND QUALITY CONTROL
       -----------------------------------

4.4.1  Unless otherwise expressly provided in the Contract Documents, the
Design/Builder shall provide and pay for all labor, materials, equipment, tools,
construction equipment and machinery, water, heat, utilities, transportation,
and other facilities and services necessary for the proper completion of the
Work, whether temporary or permanent and whether or not incorporated or to be
incorporated in the Work.  Developer shall make necessary arrangements for
permanent utility service, and shall arrange for payment of all necessary user
or hook-up fees in connection therewith.

4.4.2  The Design/Builder shall at all times enforce strict discipline and good
order among all persons performing Work and shall not employ on the Work any
unfit person or anyone not skilled in the task assigned to him.

4.4.3  All Work done and all material and equipment furnished by Design/Builder
shall strictly conform to the Contract Documents.  The acceptance at any time of
materials by or on behalf of Developer shall not be a bar to a future rejection
thereof if they are subsequently found to be defective or inferior in quality or
uniformity to the materials specified in the Contract Documents or not as
represented to Developer by Design/Builder.

                                       9
<PAGE>

4.4.4  The Design/Builder warrants to the Developer that products specified and
intended for use in the Work are being applied in the Work properly and as the
product manufacturer intended.  Under no circumstances shall the Design/Builder,
Subcontractor, Sub-subcontractor, manufacturer or supplier provide materials or
products to the Project where its intended installation and/or use in the Work
is improper or violates any laws.  Any costs attributable to the correction of
such improper installations are the responsibility of the Design/Builder.

4.4.5  Design/Builder shall submit to Developer a Quality Control Program for
Developer's review and consent.  This program will include the Design/Builder's
procedure for tracking quality, Developer's method for communicating quality
concerns, and the Design/Builder's procedure for addressing and correcting the
same.  As one portion of this program, Design/Builder shall cause all
Subcontractors and Sub-subcontractors to maintain specific punch list crews and
supervisors during the appropriate portions of each Subcontractor's and Sub-
subcontractor's work.  The Design/Builder shall maintain, for the duration of
the Work, a Quality Control Supervisor responsible for communicating and
resolving quality concerns with Developer.

4.4.6  Design/Builder shall cause the appropriate Subcontractors and Sub-
subcontractors (and the Design/Builder for self performed work) to create a set
of overlay transparencies showing portions of the Work (i.e. ductwork, conduit
plumbing, sprinkler lines, light fixtures, structure, walls, ceilings, etc.) as
necessary, for the specific purpose of insuring all spaces and ceiling heights,
etc., can be built as shown on the Contract Documents and that all building
components will fit within the allowed spaces.  Prints of these overlay
transparencies are to be submitted to Design/Builder for review and approval
prior to the fabrication of products, materials or placement of walls or
ceilings.  Any additional costs incurred due to building elements not
coordinated within this set are the responsibility of the Design/Builder.

4.5    WARRANTY
       --------

4.5.1  The Design/Builder warrants to the Owner that all materials and equipment
furnished under the Contract Document will be new unless otherwise specified,
and that all Work will be of good quality, free from faults and defects and in
conformance with the Contract Documents.  All Work not conforming to these
requirements, including substitutions not properly approved and authorized,
shall be considered defective.  If required by the Developer, the Design/Builder
shall furnish satisfactory evidence as to the kind and quality of materials and
equipment.  This warranty is not limited by the provisions of Paragraphs 4.5.2
through 4.5.5 and shall survive any expiration or termination of the Contract.
Warranty forms as described in the Specifications or elsewhere in the Contract
Documents shall be submitted to Developer for review and consent at the time of
the Subcontractors bids and prior to executing a contract with any
Subcontractor.  All warranties shall commence at initial occupancy following
final completion of the Work regardless of any temporary or permanent use of
equipment, products, or materials during construction or partial occupancy.
Signed warranties in form approved by Developer will be forwarded to Developer
at Substantial Completion.  At the time each warranty is delivered,
Design/Builder shall provide Developer with a list designating the persons or
officers who may be notified to fulfill any claim under such warranty.  Any
costs that may be associated with

                                      10
<PAGE>

extending factory, manufacturer's or other warranties in order to comply with
dates set forth in this Contract shall be within the Contract Sum.

4.5.2  Design/Builder hereby covenants and warrants to Owner, separately and
independent of any manufacturer's or Subcontractor's or Sub-subcontractor's
warranties, (i) to cause the Project to be completed in a good and workmanlike
manner in conformance with the Project schedule (as the same may be extended),
and in accordance with the Contract Documents and all laws, codes, ordinances,
rules and regulations; (ii) to cause all materials and all portions of the
Project to be readily available as and when required in connection with the
construction, furnishing and equipping of the Project; and (iii) to make or
cause to be made all repairs, removals or replacements arising out of any non-
conforming work or any defect in labor, workmanship, materials or equipment
employed, supplied or installed in the construction of the Project.  All such
repairs, removals or replacements shall be made at Design/Builder's sole cost
and expense.  The retention by Design/Builder of Subcontractors or Sub-
subcontractors and the delivery of any warranties by suppliers, manufacturers,
Subcontractors or Sub-subcontractors shall not in any way relieve Design/Builder
from any obligations hereunder.  Design/Builder shall obtain in the name of
Owner (or such party as Developer may designate) or give to Owner all other
warranties or guarantees specifically set forth in the Contract Documents.
Design/Builder shall bear the cost of making good all work of Owner, Developer
or separate contractors destroyed or damaged by such correction or removal.
Design/Builder also agrees to hold Owner and Developer harmless from liability
of any kind arising from damages due to said defects.  Design/Builder shall make
all repairs and replacements promptly upon receipt of written orders for same
from Owner.  If Design/Builder fails to immediately make the repairs and
replacements Owner may cause completion of the Work, and Design/Builder shall be
liable for all costs caused thereby, including but not limited to the costs of
time delays or the cost of additional services of architect(s) made necessary by
such failure.

4.5.3  If Owner deems it inexpedient to require the correction of Work damaged
or not performed in accordance with the Contract Documents, an equitable
deduction from the Contract Sum shall be made, by Change Order, by agreement
between Design/Builder and Owner.  Until such Change Order, Owner may withhold
such sums as are just and reasonable from monies, if any, due Design/Builder.

4.5.4  The Design/Builder's obligations under this Paragraph 4.5 shall survive
the expiration or termination of the Contract.

4.5.5  Owner's remedies against Design/Builder for breach of warranty shall not
be limited to its right to require correction.

4.6    TAXES
       -----

4.6.1  The Design/Builder shall pay all sales, consumer, use and other similar
taxes for the Work and the Project.

                                      11
<PAGE>

4.7       PERMITS, FEES AND NOTICES
          -------------------------

4.7.1     The Design/Builder shall secure and shall pay for all permits,
governmental fees, licenses and inspections necessary for the proper execution,
completion and approval of the Work.  The building permit fees for the Project
are included as part of the Contract Sum.

4.7.2     The Design/Builder shall give all notices and comply with all laws,
ordinances, rules, regulations, codes and orders of any public authority
including the National Board of Fire Underwriters and National Fire Protection
Association, bearing on the performance and approval of the Work.  If any of the
Contract Documents are at variance therewith in any respect, Design/Builder
shall promptly notify the Developer in writing and any necessary changes shall
be made by the Design/Builder.  If the Design/Builder performs any Work knowing,
or when in the proper performance of its design and construction duties and
obligations he should have known it to be contrary to such laws, ordinances,
codes, rules and regulations, he shall assume full responsibility therefor and
shall bear all costs and expenses attributable thereto and shall indemnify and
hold the Developer harmless therefrom.

4.7.3     The Design/Builder shall obtain all necessary governmental agency
approvals and Certificate of Occupancy on behalf of the Developer.

4.8       CASH ALLOWANCES
          ---------------

4.8.1     The Design/Builder has included in the Contract Sum all allowances, if
any, stated or required by the Contract Documents.  All allowances are clearly
identified as such.  These allowances shall cover the net cost of the materials
and equipment delivered and unloaded at the site, installation costs, handling
costs on the Site and all applicable taxes.  The Design/Builder's supervision,
general conditions, overhead, profit and other expenses contemplated for the
original allowance have been included in the Contract Sum and not in the
allowance.  The Design/Builder shall cause the Work covered by these allowances
to be performed as the Developer may direct.  If the actual cost, when
determined, is more than or less than the allowance, the Contract Sum shall be
adjusted accordingly by Change Order in accordance with the terms of the
Agreement.

4.9       DESIGN/BUILDER'S REPRESENTATIVES
          --------------------------------

4.9.1     The Design/Builder shall employ a competent Project manager, project
engineers, superintendents and necessary assistants (each with experience
performing the type of work required by the Contract Documents) who shall be in
attendance at the Project Site at all times during the progress of the Work.
The Design/Builder's representatives shall be satisfactory to the Owner and to
the Developer throughout the duration of the Work to Final Completion and shall
not be changed except with the consent of the Developer.  The Project manager
shall represent the Design/Builder and all communications given to the Project
manager shall be as binding as if given to the Design/Builder.  The
Design/Builder's representatives shall insure that the Work is done efficiently,
diligently and in a good and workmanlike manner and in accordance with the
Contract Documents.  Design/Builder shall expeditiously remove from the Project
and replace any employee upon Owner's or Developer's reasonable request
including any indication, or

                                      12
<PAGE>

demonstration or belief that such employee does not have sufficient experience
performing the type of work required by the Contract Documents or is
incompetent, abusive, dishonest or exhibits disruptive behavior, or is otherwise
detrimental to the efficient execution of the Work.

4.10      PROJECT SCHEDULE
          ----------------

4.10.1    The Design/Builder shall promptly upon award of the Contract submit to
Developer for its approval the Project Schedule which shall cover the Work to
the extent required by the Contract Documents, and identify critical path
activities, required durations for installation of Owner's or any lessees
F.F.&E. (furniture, fixtures and equipment), and required dates for training
Owner's personnel.  The Project schedule shall provide for expeditious and
practicable execution of the Work.  This Project Schedule shall indicate the
dates for the starting and completion of the various stages of the Work and
shall be revised only with Owner's consent and shall not exceed the time limits
set forth in the Contract Documents.  Costs incurred in order to meet the
Developer's dates are the responsibility of the Design/Builder and are within
the Contract Sum.

4.11      SHOP DRAWINGS AND SAMPLES
          -------------------------

4.11.1    "Shop Drawings" are drawings, diagrams, illustrations, schedules,
performance charts, brochures and other data which are prepared by the
Design/Builder or any Subcontractor, manufacturer, supplier or distributor
supplying goods, material, labor or services for the Project, and which
illustrate some portion of the Work.

4.11.2    "Samples" are Physical examples furnished by the Design/Builder to
Develop which illustrate materials, equipment or workmanship, to establish
standards by which the Work will be judged.

4.11.3    "Product Data" are illustrations, standard schedules, performance
charts, instructions, brochures, diagrams and other information furnished by the
Design/Builder to illustrate a material, product or system for some portion of
the Work.

4.11.4    Design/Builder shall submit the following schedules to the Developer
for review and consent within the days indicated below after award of the
Contract:

          Shop Drawing Schedule: Design/Builder shall list all required Shop
          Drawings with reference to applicable trade section numbers within ten
          (10) days. Such listing shall include submission and required return
          dates, such return dates being reasonable enough to allow complete
          review by the Developer. The Design/Builder shall bring up-to-date the
          Shop Drawing schedule at the end of each month and shall include same
          with the Design/Builders Application for Payment.

          Material Sample Schedule: List all required samples within ten (10)
          days.

Design/Builder shall submit the aforementioned schedules in a form acceptable to
the Owner and the Developer, with an original and five (5) copies for the review
and approval of the Owner.  If changes are made in the Work affecting the
aforementioned schedules, Design/Builder shall

                                      13
<PAGE>

notify the Developer of the effect on such schedules at the time the changes in
the Work are proposed and prior to Owner's notice to proceed with such changes.

4.11.5    The Design/Builder shall at his expense prepare and submit to such
consultants as the Owner may designate ("Consultant"), with a copy to Owner, for
review all Shop Drawings as may be required by the Specifications or as may be
required in amplification of the Drawings prepared by or on behalf of the
Design/Builder or Consultant.

4.11.6    No fabrication, erection or construction Work shall be commenced by
the Design/Builder until Design/Builder shall have approved in writing the Shop
Drawings covering such Work.

4.11.7    Design/Builder shall require that all Shop Drawings shall be submitted
on dates sufficiently in advance of requirements to afford ample time for
reviewing same, in addition to time for correction, resubmission and recheck.

4.11.8    The Design/Builder shall thoroughly check all Shop Drawings for
complete dimensional accuracy, and to insure that Work contiguous with and
having bearing on the Work shown on the shop drawings is accurately and clearly
shown and that all Work complies with the Contract Documents. Shop Drawings
found to be inaccurate or in error by the Design/Builder shall be corrected.
Shop Drawings shall bear evidence that such Drawings have been checked and
approved by the Design/Builder. Any Shop Drawings not in accordance with this
procedure will result in it being deemed that the Design/Builder has not
complied with the provision herein specified and the Design/Builder shall bear
the risk of all delays as if no Shop Drawings had been submitted. If the
Design/Builder's Shop Drawings show variations from the requirements of the
Contract Documents, the Design/Builder shall make specific mention of such
variations on all copies of the submittals in an obvious "highlighted" or
"clouded" fashion in order that, if acceptable, suitable action may be taken for
proper deductive adjustment in the Contract Sum, provided such changes are
deemed necessary and submitted beforehand in compliance with the terms of the
Contract Documents regarding Changes to the Work and accepted by the Developer.

4.11.9    Design/Builder's Shop Drawings for each trade shall be numbered
consecutively and insofar as possible shall be uniform in size. The Shop
Drawings shall indicate all dimensions necessary for construction and erection;
arrangement and sectional views; complete details including relationship and
connection with adjoining Work of other trades; kind of materials, thickness and
finish.

4.11.10   If requested by Developer the Design/Builder shall submit five (5)
transparencies (five copies are acceptable for standard manufacturer's printed
catalogue cuts) delivered rolled or flat (not folded), of Shop Drawings to such
party(ies) as Developer may designate.  Catalogue cuts or manufacturer's
literature shall be marked if necessary to show the particular characteristics
of the product.  A clear space of approximately four inches by twenty (20)
inches shall be provided on the right hand side of each transparency and each
print for the "Shop Drawing Stamp - Date Received"; "Approved"; "Make
Corrections Noted"; "Revise and Resubmit"; or "Rejected" notations.

                                      14
<PAGE>

4.11.11   In submitting Shop Drawings for approval, all associated Shop Drawings
related to a complete assembly shall be submitted as one and the same time so
that each may be checked in relation to the entire proposed assembly.  However,
this shall not be construed to imply approval of the assembly.  It remains the
Design/Builder's responsibility to insure all products, parts and/or elements
members fit properly to construct the desired final product.

4.11.12   Notes on Shop Drawings do not constitute changes to the Contract
Documents.  If Design/Builder believes that notes on shop Drawings constitute a
change to the Contract Documents, it shall promptly notify Developer in writing
and shall not proceed with fabrication or installation until directed to do so
by Owner.  If Design/Builder proceeds with changes to the Contract Documents as
noted on Shop Drawings without first notifying Owner in writing and obtaining
Owner's prior written approval, Design/Builder shall be solely responsible for
all extra cost or time delays related to said changes.

4.11.13   If the Design/Builder shall alter any information on previously
submitted Shop Drawings besides the notations called for he must highlight by
"clouding" and note this new information to bring it to the Owner's attention.

4.11.14   Any review by Owner or Developer of any Shop Drawing and Material
Samples and related Schedules shall only be for conformance with the design
concept of the Project and for compliance with the information given in the
Contract Documents.  No review of such Schedules and Shop Drawings and/or
Material Samples shall relieve Design/Builder of responsibility for accuracy of
such Schedules, Shop Drawings and Material Samples, nor for proper fitting,
construction of work, design of portions of the Work (if applicable), furnishing
of materials or Work required by the Contract and not indicated on Shop
Drawings.  No reviews or approvals shall be construed as approving departures
from Contract requirements.

4.11.15   Design/Builder shall have copies of all approved Shop Drawings at the
site at all times and shall make them available to the Owner's representatives.

4.11.16   Design/Builder shall submit with such promptness as to cause no delay
in his own Work or in that of any other contractor, Samples as specified or
required.  Design/Builder shall not order materials until receipt of written
approval for same has been received from the Owner.  Any review or approval of
such Samples by or on behalf of Owner shall only be for conformance with the
design concept of the Work and for compliance with the information given in the
Contract Documents.  Design/Builder shall submit Samples to Owner of adequate
size, showing quality, type, color range, finish, texture and shall label same
with material name, quality, Design/Builder's name, date, Project name, other
pertinent data.  Once approved, Design/Builder will finish materials equal in
every respect to approved Samples.

4.11.17   Design/Builder shall keep approved Samples in a suitable place at the
site for use by the Design/Builder, Subcontractors and Sub-subcontractors,
Developer and their authorized representatives, to ensure that all Work is being
installed in accordance with the approved Samples.  All Samples become the
property of the Developer.

                                      15
<PAGE>

4.11.18   When specifications require manufacturers printed installation
directions, Design/Builder shall submit copies of such directions with Samples
submitted to Owner for approval.

4.11.19   If requested by Owner, Design/Builder shall construct a mock-up
section of the exterior facade and other portions of the Project as shown by the
Contract Documents and when indicated on the Project Schedule.  The cost for
this facade and other mock-up sections, and the following touch-up and repair of
same, are to be included within the Contract Sum as an Allowance.  The
Design/Builder shall be responsible for all impacts made by constructing these
items or other mock ups or models required by the Contract Documents out of
normal sequence.

4.12      USE OF SITE
          -----------

4.12.1    The Design/Builder shall confine its operations at the Site to areas
permitted by law, ordinances, permits and the Contract Documents and shall not
unreasonably encumber the Site with any materials or equipment.

4.12.2    The portion of the Owner's property that may be used by the
Design/Builder shall be agreed upon with Owner and clearly designated, and
trespass and encroachment on reserved space shall not be made. Any damage to
space allowed for use shall be repaired by Design/Builder at his expense on
release of the space. Design/Builder shall, prior to moving its forces on to the
Site, submit to Developer for its approval a diagrammatic plan indicating the
intended location of Design/Builder's and any Subcontractor's or Sub-
subcontractor's job trailers, temporary office(s), storage areas, staging areas,
parking and other similar construction facilities. All such locations shall be
subject to Owner's prior written approval and once approved shall not be
relocated without Developer's prior written approval.

4.12.3    Design/Builder shall provide and make available to Owner for use by
Developer's Representative, office space and related furniture, fixtures,
facilities, filing cabinets, and phones, at the site within the Design/Builder's
Project office.  Such space shall be available to Developer's Representative on
a full-time basis during the process of the Work until Final Completion, and
shall be comparable to that afforded Design/Builder's own Project Manager, and
shall be at no cost or expense to Owner or Developer, the cost thereof being
included in the Contract Sum.

4.13      CUTTING AND PATCHING OF WORK
          ----------------------------

4.13.1    All trades shall perform and time their Work so as not to require
unnecessary cutting.  Design/Builder shall perform the Work in accordance with
information obtained from Drawings and Specifications, detail drawings, or
instructions from the various trades so as to avoid where possible the necessity
of cutting.

4.13.2    Design/Builder shall be responsible for the coordination of all work
in connection with the Project, including that of its own forces and that of all
Subcontractors, Sub-subcontractors, trades and separate contractors of
Developer, if any, in order that all parts of the Work and the Project may
proceed advantageously and in complete harmony. Any cost or delay caused by the

                                      16
<PAGE>

failure to coordinate the Work and the work of parties involved in the Project
shall be the responsibility of Design/Builder and not the Developer in any
event.

4.13.3    The Design/Builder shall not endanger any Work by cutting, excavating,
or otherwise altering the Work and shall not cut or alter the work of any other
contractor except with the prior consent of the Developer and of the other
contractor.  Any work that has been patched but cannot be restored to a
completely new and acceptable level of quality in the judgment of the Developer,
shall be replaced in its entirety at the cost of the Design/Builder.

4.14      CLEANING UP
          -----------

4.14.1    The Design/Builder shall at all times keep the Site free from
accumulation of waste material or rubbish caused by his employees or Work, and
at the completion of the Work, he shall remove all his rubbish from and about
the Site and all his tools, scaffolding, temporary work and surplus materials
and shall leave his Work clean and ready for occupancy of unfinished areas or
installation of furniture, fixtures and equipment by Developer or any lessee.
Should it become necessary, for any reason, for the Design/Builder to have
workmen return to an area following or during installation of F.F.&E., the
Design/Builder shall be responsible for protecting and cleaning the area and the
F.F.&E. products during and immediately upon completion of their work.

4.14.2    At the end of each working day, the Design/Builder shall gather and
stockpile in containers all waste material and rubbish both in the Project and
on the Site arising from its Work.  Separate contractors shall also perform
their clean up and rubbish removal each working day.

4.14.3    Containers with stockpiled rubbish shall be removed from the Site by
the Design/Builder at frequent intervals or as directed by the Developer. At no
time shall any trash bin be allowed to become so full that it presents a hazard
or an unsightly appearance.

4.14.4    Design/Builder shall clean and wash all windows as needed throughout
the Project until and including at Substantial Completion.

4.14.5    Design/Builder shall remove paint spots, mortar, plaster, stains,
dust, dirt, other soil from all surfaces, equipment and fixtures.

4.14.6    Design/Builder shall clean, wipe and repair or replace any finish
damage to all finish hardware and all other metal surfaces.

4.14.7    The Design/Builder shall clean daily, and repair if necessary, the
surrounding roadways and/or properties from any damage or dirt arising from the
Work.

4.14.8    If the Design/Builder fails to clean up as required by this Paragraph
4.14, Developer may do or cause to be done so and the cost thereof shall. be
charged to the Design/Builder as provided in Paragraph 3.4 hereof, except that
notices regarding clean up shall be twenty-four (24) hours.

                                      17
<PAGE>

4.15      COMMUNICATIONS
          --------------

4.15.1    The Design/Builder shall forward all communications to Owner through
the Developer. The Design/Builder shall provide copies of all such
communications to such parties as Owner or Developer may designate or request.

4.16      ROYALTIES AND PATENTS
          ---------------------

4.16.1    THE DESIGN/BUILDER SHALL PAY ALL ROYALTIES AND LICENSE FEES.  THE
DESIGN/BUILDER SHALL DEFEND SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS
AND SHALL HOLD THE OWNER, DEVELOPER AND ARCHITECT HARMLESS FROM LOSS ON ACCOUNT
THEREOF, UNLESS SUCH DEFENSE OR LOSS IS SOLELY ATTRIBUTABLE TO A PARTICULAR
DESIGN, PROCESS OR PRODUCT OF A PARTICULAR MANUFACTURER OR MANUFACTURERS
REQUIRED BY THE CONTRACT DOCUMENTS AND THE INFRINGEMENT WAS NEITHER KNOWN NOR
SHOULD IT HAVE BEEN KNOWN TO DESIGN/BUILDER.  IN THE EVENT THE DESIGN/BUILDER
KNOWS OR HAS REASON TO BELIEVE THAT THE REQUIRED DESIGN, PROCESS OR PRODUCT IS
AN INFRINGEMENT OF A PATENT, THE DESIGN/BUILDER SHALL BE RESPONSIBLE FOR SUCH
DEFENSE AND LOSS UNLESS PRIOR WRITTEN NOTICE OF SUCH INFRINGEMENT HAS BEEN
PROMPTLY FURNISHED TO THE OWNER.

4.17      PROTECTION OF THE WORK
          ----------------------

4.17.1    Design/Builder has included in the Contract Sum costs necessary for
the proper protection of completed portions of the Work. In addition to the
protection of the Work as called for in the Contract Documents, Design/Builder
will pay particular attention to finely finished materials and areas containing
those materials during construction, such as: (1) corner protection for wood,
stone, metals, (2) surface protection for floors, (3) protection for carpeted
areas where Design/Builder access is required, and (4) other finished areas
where finished materials are exposed to possible damage. Design/Builder is not
only responsible for the installation of the protection but the maintenance of
the protection throughout the Project to Final Completion.

4.18      PEST CONTROL
          ------------

4.18.1    Design/Builder shall, if required by the Contract Documents, be
responsible for and include in the Contract Sum costs necessary to incorporate
and maintain a professional pest control program.  Records of the pest control
program shall be forwarded to Developer monthly.

4.19      PROJECT MEETINGS
          ----------------

4.19.1    The Design/Builder shall schedule, prepare for, convene, and record
periodic Project meetings during the progress of the Work, the dates and
frequency of which shall be mutually agreeable to Design/Builder, Owner and
Developer.  The Design/Builder shall issue minutes and agendas for all project
meetings in a timely fashion.  Project meetings and other meetings

                                      18
<PAGE>

described in the Contract Documents or as deemed necessary by the parties shall
be the responsibility of the Design/Builder during the progress of the Work.

4.20      CASH FLOW PROJECTIONS
          ---------------------

4.20.1    The Design/Builder shall prepare and submit to the Developer on a
monthly basis as part of each Application for Payment, a "Cash Flow Projection"
showing the Design/Builder's anticipated amounts of each of his monthly
Applications for Payment to and including Final Completion.

                                   ARTICLE 5

                                SUBCONTRACTORS
                                --------------

5.1       DEFINITION
          ----------

5.1.1     "Subcontractor" is a person or organization who has a direct contract
with the Design/Builder to perform any of the Work at the Project site.  The
term Subcontractor is referred to throughout the Contract Documents as if
singular in number and masculine in gender and means a subcontractor or his
authorized representative.

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

5.1.3     Nothing contained in the Contract Documents shall create any
contractual relationship between the Owner or Developer and any Subcontractor or
Sub-subcontractor.

5.1.4     Design/Builder shall be responsible to Developer for acts and
omissions of its own employees and agents and of Subcontractors and Sub-
subcontractors and suppliers of all tiers and their employees and agents.
Design/Builder shall also be responsible for the coordination of its Work and
the Work of all Subcontractors and Sub-subcontractors, including, but not
limited to, all suppliers and materialmen.

5.1.5     If any part of Design/Builder's or Subcontractor's Work depends for
proper execution or results upon the Work of any other separate contractor or
Subcontractor, the  Design/Builder or Subcontractor shall inspect and promptly
report to the Developer any apparent discrepancies or defects in such Work that
render it unsuitable for such proper execution and results.  Failure of
Design/Builder or Subcontractor to so inspect and report shall constitute an
acceptance by Design/Builder and Subcontractor of the other contractor's work as
fit and proper to receive his Work, except as to defects which may develop in
the other separate contractor's Work after the execution of Design/Builder's or
Subcontractor's Work.

5.1.6     Should Design/Builder or a Subcontractor or Sub-subcontractor cause
damage to the Work or property of any separate contractor on the Project, the
Design/Builder shall, upon due notice, settle with such other contractor, if he
will so settle.  If such separate contractor makes a

                                      19
<PAGE>

claim against or sues the Developer or the Owner on account of any damage
alleged to have been so sustained, the Developer may notify the Design/Builder
who shall, if requested by Developer, defend such proceedings at
Design/Builder's expense, or Developer may, at Design/Builder's expense, engage
its own defense, and if any judgment or award against the Developer or the Owner
arises therefrom the Design/Builder shall pay or satisfy it and shall indemnify
and reimburse the Developer and Owner for all attorneys' fees, court costs, and
all other costs, fees, losses, damages or expenses which they have incurred or
suffered as a result of same.

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

5.2.1     The Design/Builder shall promptly following award of the Contract, and
in all events within five (5) days thereof, furnish to the Owner in writing, a
list of the names of qualified Subcontractors proposed for the Work for review
and approval by Owner. Should it become necessary to alter the list of approved
Subcontractors, Design/Builder shall submit proposed revisions to the Owner for
review and approval. Failure of the Owner to make objection to any qualified
Subcontractor so proposed by Design/Builder within a reasonable period of time
shall constitute acceptance of such Subcontractor, but only for the limited
purpose of permitting Design/Builder to engage such party.

5.2.2     The Design/Builder shall not contract with any Subcontractor or any
person or organization (including those who are to furnish materials or
equipment fabricated to a special design) proposed for portions of the Work
against whom Owner or Developer makes any reasonable objection.  The
Design/]Builder will not be required to contract with any Subcontractor or
person or organization against whom he has a reasonable objection.
Design/Builder shall furnish copies of all subcontracts entered into in
connection with the Work immediately following the execution thereof.

5.2.3     The Design/Builder shall not make any substitution for any
Subcontractor or person or organization who has been accepted by the Developer
unless the substitution is acceptable to the Owner and Developer.

5.2.4     Prior to entering into a contract with any Subcontractor in connection
with the Project, Design/Builder shall submit to Developer for its review
Design/Builder's forms of subcontract and purchase order which will be used by
Design/Builder.  Developer shall promptly review such documents and advise
Design/Builder of any modifications thereto required by Owner or Developer.
Design/Builder shall not engage any Subcontractor for the Work except by
subcontracts or purchase orders which are acceptable to Developer.  Not later
than one (1) month prior to each Subcontractor's first payment request, the
Design/Builder shall submit to the Developer copies of the executed subcontract
with all exhibits, a schedule of values to be consented to by Owner, copies of
required insurances, and copies of bonds as they may apply.  Such information is
required by Developer prior to and as a condition precedent to any payment to
Design/Builder with respect to such Subcontractor.

5.2.5     Design/Builder shall furnish to Developer monthly with his Application
for Payment a correct and current list of all Subcontractors and Sub-
subcontractors employed in connection

                                      20
<PAGE>

with the Work, containing such information as Developer may reasonably request.
All such subcontractors and Sub-subcontractors shall be licensed by the
appropriate authorities.

5.3       SUBCONTRACTUAL RELATIONS
          ------------------------

5.3.1     All Work performed for the Design/Builder by a Subcontractor shall be
pursuant to and appropriate written agreement between the Design/Builder and the
Subcontractor (and where appropriate between Subcontractors and Sub-
subcontractors) which agreement shall include, without limitation, provisions
that:

          1.   preserve and protect the rights of the Owner under the Contract
               Documents with respect to the Work to be performed under the
               subcontract so that the subcontracting thereof will not prejudice
               such rights;

          2.   require that such Work be performed in accordance with the
               requirements of the Contract Documents;

          3.   require submission to the Design/Builder of applications for
               payment as described by these General Conditions and in a form
               acceptable to Owner under each subcontract to which the
               Design/Builder is a party, in reasonable time to enable the
               Design/Builder to apply for payment in accordance with the terms
               hereof;

          4.   require that all claims for additional costs or extensions of
               time, with respect to subcontracted portions of the Work shall be
               submitted to the Design/Builder in sufficient time so that the
               Design/Builder may comply in the manner provided in the Contract
               Documents for like claims, if any, by the Design/Builder upon the
               Owner;

          5.   waive all rights the contracting parties may have against one
               another for damages caused by fire or other perils covered by
               applicable property insurance, except such rights as they may
               have to the proceeds of such insurance held by the Owner as
               trustee;

          6.   require each Subcontractor to repair, at his expense, any damage
               to the Work or materials or supplies of other Subcontractors or
               any separate contractor engaged by Owner;

          7.   require each Subcontractor and Sub-subcontractor to agree to a
               provision indemnifying Developer and Owner to the extent
               attributable to the Work to be performed by them or by persons or
               entities for whom they are liable or responsible in all material
               respects equal and comparable to Design/Builder's obligations of
               indemnity under the Contract Documents; and

          8.   obligate each Subcontractor specifically to consent to the
               provisions of these General Conditions, including without
               limitation those of this Paragraph 5.3 and those permitting Owner
               to terminate Design/Builder's performance of the Agreement and/or
               to accept assignment of subcontracts and purchase orders.

                                      21
<PAGE>

                                   ARTICLE 6

                              SEPARATE CONTRACTS
                              ------------------

6.1       RIGHT TO AWARD SEPARATE CONTRACTS
          ---------------------------------

6.1.1     The Developer and the Owner shall have the right to award other
contracts in connection with other portions of the Project. Tenant(s) of Owner
for the Project also intend to award contracts for work in connection with
finishes and systems that are not within Design/Builder's scope of work.

6.1.2     When separate contracts are awarded for different portions of the
Project, the contractor in the contract documents in each case shall be the
contractor who signs each separate contract with the Developer or the Owner.

6.1.3     The Design/Builder shall be responsible for the coordination of the
work of his own forces and those of his Subcontractor with any separate
contractor of Developer or Owner or of Owner's tenant(s).

6.2       MUTUAL RESPONSIBILITY OF CONTRACTORS
          ------------------------------------

6.2.1     The Design/Builder shall afford other contractors reasonable
opportunity for the introduction and storage of their materials and equipment
and the execution of their Work and shall properly connect and coordinate his
Work with theirs.

6.2.2     The Developer and the Owner and Owner's tenant(s) shall have the right
at all times to deliver, place and install furnishings and equipment, as the
Work progresses, as long as there is no unreasonable interference with the Work
being performed by Design/Builder. If the Work is behind schedule for any reason
the Developer and/or the Owner shall have the right to proceed with the
delivery, placement and installation of furnishings and equipment
notwithstanding that any unreasonable interference with the Work shall occur.

6.2.3     The Design/Builder shall cooperate with any contractors engaged by the
Developer or the Owner and installing equipment and Design/Builder shall
ascertain from representatives of the same as to space requirements, access and
details of equipment and the installation of same.

6.3       CUTTING AND PATCHING UNDER SEPARATE CONTRACTS
          ---------------------------------------------

6.3.1     Design/Builder and subcontractors shall be responsible for any
cutting, fitting and patching that may be required to complete their Work except
as otherwise specifically provided in the Contract Documents. Design/Builder and
Subcontractors shall not endanger any Work of any other contractor or
subcontractor by cutting, excavating or otherwise altering any Work and shall
not cut or alter the Work of any other contractor engaged by the Developer or
the Owner except with the prior written consent of the Developer.

                                      22
<PAGE>

6.3.2  Any costs caused by defective or ill-timed Work shall be borne by the
party responsible therefor.

6.3.3  Design/Builder and subcontractors shall protect, repair and replace and
thoroughly clean, if necessary, any work of other contractors if for any reason
their work damages the work of other contractors.

6.4    RIGHT TO CLEAN UP
       -----------------

6.4.1  If a dispute arises between the separate contractors as to their
responsibility for cleaning up as required by Paragraph 4.14, the Developer may
clean up and charge the cost thereof to the several contractors as the Developer
shall determine to be just.

                                   ARTICLE 7

                           MISCELLANEOUS PROVISIONS
                           ------------------------

7.1    GOVERNING LAW
       -------------

7.1.1  The Contract shall be governed by the law of the State in which the
Project is located and all obligations hereunder shall be performable in the
State and County in which the Project is located, unless otherwise provided in
the Design and Build Construction Agreement.


7.2    SUCCESSORS AND ASSIGNS
       ----------------------

7.2.1  Owner and Design/Builder each binds itself its successors, assigns and
legal representatives to the other party hereto and to the successors, assigns
and legal representatives of such other party in respect to all covenants,
warranties, representations, agreements and obligations contained in the
Contract Documents.  Design/Builder shall not assign the Contract in whole or in
part or any amounts due or to become due thereunder without the prior written
consent of Owner, and any attempted assignment without Owner's prior written
consent shall be a material breach of this Agreement, but otherwise of no force
or affect.

7.3    WRITTEN NOTICE
       --------------

7.3.1  Any notice which any party is required to give to any other party may be
delivered to such party personally or may be sent via telecopy mailed or sent by
nationally recognized overnight courier.  Any mailed notice shall be sent
certified, return receipt requested, properly addressed and with proper postage.
All notices shall be sent to the party in issue at its address as set forth in
the Agreement or at such other address as may be designated in writing by such
party all notices shall be deemed served upon the earlier of being delivered to
the address so designated or three (3) days after being deposited with the U.S.
Postal Service.

7.4    CLAIMS FOR DAMAGES
       ------------------

                                      23
<PAGE>

7.4.1  Should either Owner or Design/Builder suffer injury or damage to person
or property because of any act or omission of the other party or of any of his
employees, agents or others for whose acts he is legally liable, a claim shall
be made in writing to such other party within twenty (20) days after the first
observance of such injury or damage.

7.5    PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND
       ----------------------------------------------------

7.5.1  If required by Owner, Design/Builder shall provide Owner with a
performance bond and a labor and material payment bond each in a penal sum equal
to the Contract Sum, covering the faithful performance of the Contract and the
payment of all obligations arising thereunder, written in a form acceptable to
Owner, or as may be required under applicable law, and from bonding companies
reasonably approved by Owner.  All such bonds shall designate additional or
coobligees required by Owner.

7.5.2  It is understood and agreed that the Contract Sum does not includes the
cost of payment, performance or other bonds by Design/]Builder, and if any such
bonding is not required by Owner, the cost thereof shall be added to deducted
the Contract Sum by Change Order.


7.6    RIGHTS AND REMEDIES
       -------------------

7.6.1  The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder shall be a limitation of any duties,
obligations, rights and remedies otherwise imposed or available by law except as
expressly and specifically set forth to the contrary in the Contract Documents.

7.7    TESTS
       -----

7.7.1  If the Contract Documents, laws, codes, ordinances, rules, regulations or
orders of any public authority having jurisdiction require any Work to be
inspected, tested or approved, the Design/Builder shall give the Developer prior
written notice of its readiness and of the date arranged so the Developer may
observe such inspection, testing or approval.  The Design/Builder shall bear all
costs of such inspections, tests and approvals unless otherwise provided in the
Contract Documents.

7.7.2  If after the commencement of the Work the Owner or Developer determines
that any Work requires special inspection, testing or approval which
Subparagraph 7.7.1 does not include, Owner or Developer may instruct the
Design/Builder to order such special inspection, testing or approval, and the
Design/Builder shall give prior written notice as provided in Subparagraph
7.7.1.  If such special inspection or testing reveals (1) a failure of the Work
to comply with the requirements of the Contract Documents, or (2) the failure of
the performance of the Work to comply with laws, ordinances, rules, regulations,
codes or orders of any public authority having jurisdiction, the Design/Builder
shall bear all costs thereof, including any architect's fees for additional
services made necessary by such failure; otherwise the Owner shall bear such
costs, and an appropriate Change Order shall be issued.

                                      24
<PAGE>

7.7.3   Required certificates of inspection, testing or approval shall be
secured by the Design/Builder and promptly delivered by him to the Owner.

7.7.4   If the Developer or Owner wishes to observe the inspections, tests or
approvals required by this Paragraph 7.7, Developer or Owner may do so with or
without notice to the Design/Builder.

7.7.5   Neither the observations by the Developer or Owner nor inspections,
tests or approvals by persons other than the Design/Builder shall relieve the
Design/Builder from his obligations to perform the Work in accordance with the
Contract Documents.

7.7.6   The Owner may conduct and pay for other testing as deemed necessary or
appropriate in Owner's sole discretion.

7.7.7   All other testing required by the Contract Documents shall be the
responsibility of the Design/Builder and are included within the Contract Sum.


7.8     INTEREST
        --------

7.8.1   Any monies not paid when due to either party under this Contract shall
bear interest at the rate of one (1) percentage point over the prime rate as
established from time to time by Owner's lender.

7.9     DISPUTES
        --------

7.9.1   The Design/Builder shall carry on the Work and maintain the Project
Schedule during any dispute or proceeding, unless otherwise mutually agreed by
Design/Builder and the Owner in writing.

7.10    MISCELLANEOUS
        -------------

7.10.1  Design/Builder shall provide working office space for representatives of
Owner and its Project tenant at the site.  Such space may be within the job
trailers maintained by Design/Builder, and shall have basic furniture and
facilities comparable to those of Design/Builder.

7.10.2  Owner's tenant for the Project shall be afforded access to the Project
and permitted to inspect Work and to attend job progress meetings.
Design/Builder shall not, however, take instructions or directions from
tenant(s).

7.10.3  Design/Builder's design and construction obligations include compliance
with the Project's gross square footage requirements set forth herein.
Design/Builder shall ensure that the Project design and construction provides
for the specified gross square footage as determined pursuant to BOMA Standards.
As used herein, "BOMA Standards" refer to the American National Standard of
Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 published by the
Building Owners and Managers Association International.

                                      25
<PAGE>

                                   ARTICLE 8

                                     TIME
                                     ----

8.1    DEFINITIONS AND SUBSTANTIAL COMPLETION
       --------------------------------------

8.1.1  The "Contract Time" is the period of time allotted in the Contract
Documents for Substantial Completion of the Work.

8.1.2  The date of commencement of the Work is the date of the Agreement unless
otherwise established in a "Notice to Proceed" issued by the Owner to the
Design/Builder.

8.1.3  The terms "Substantial Completion" of the Work or the date the Work is
"Substantially Completed" or "Substantially Complete" shall mean performance of
all Work (exclusive of minor items of unfamiliar work that do not preclude
beneficial use and occupancy of the premises), together with such additional
items as may be specified therefor in Section VI of the Agreement or elsewhere
in the Contract Documents.

8.1.4  The term "day" as used in the Contract Documents shall mean calendar day.

8.1.5  In the event Owner determines that installation of all or part of the
trees, shrubs, grass, ground cover, flowers, foliage or other landscaping
required under the Contract Documents (the "Landscaping") should not be
performed or completed prior to Substantial Completion due to weather conditions
or otherwise, Developer may at its sole option and discretion recognize
Substantial Completion without completion of such portion of the Landscape as
designated to Design/Builder by Owner in writing. In such event, Landscaping
shall be completed as soon after Substantial Completion as possible and as
weather conditions permit, but in all events within ninety (90) days after
Substantial Completion unless otherwise agreed by Owner in writing. It is
understood and agreed that the foregoing determinations with regards to
Landscaping are for the benefit of Owner and are exercisable solely by Owner and
shall not give rise to any right or claim to extension of the Contract Time or
increase in the Contract Sum by Design/Builder or any Subcontractor or
Sub-subcontractor or other person or party performing all or any part of the
Work or the Landscaping.

8.2    PROGRESS AND COMPLETION
       -----------------------

8.2.1  All time limits stated in the Contract Documents are of the essence of
the Contract.

8.2.2  The Design/Builder shall begin the Work on the date of commencement as
defined in subparagraph 8.1.2. He shall carry the Work forward expeditiously
with adequate forces and shall achieve Substantial Completion within the
Contract Time.

8.2.3  Design/Builder shall take all steps necessary to ascertain the nature and
location of the Work, and the general and local conditions which can affect the
Work or the cost thereof. Any failure by Design/Builder to do so will not
relieve it from responsibility for successfully performing the Work without
additional expense to Owner. Owner assumes no responsibility for any
understanding or representation concerning conditions made by any of its
officers or agents

                                      26
<PAGE>

other person or party, including without limitation, environmental or weather
conditions in the area of the Project, unless such understanding and/or
representation by Developer is expressly stated in the Contract Documents.

8.2.4  Unless a contrary interpretation is clearly expressed, if a date or time
of completion is included in the Agreement, it shall be the date of Substantial
Completion as defined in Subparagraph 8.1.3, including authorized written
extensions thereto.

8.3    DELAYS AND EXTENSIONS OF TIME
       -----------------------------

8.3.1  It is understood and agreed that Owner and Design/Builder have
specifically considered and negotiated rights and responsibilities with respect
to events and occurrences which could delay or disrupt timely completion of the
Work.  The agreement of the parties is set forth in Section VI - Time for
Performance - of the Agreement, and the provisions thereof shall govern and
control over any inconsistent or conflicting provisions set forth in any other
Contract Document or elsewhere.

                                   ARTICLE 9

                            PAYMENTS AND COMPLETION
                            -----------------------

9.1    CONTRACT SUM
       ------------

9.1.1  The Contract Sum is stated in the Agreement and is the guaranteed maximum
amount payable to the Design/Builder for the performance of the Work under the
Contract Documents, subject to increases or decreases thereto based upon
approved Change Orders.

9.2    SCHEDULE OF VALUES
       ------------------

9.2.1  Prior to submitting its first Application for Payment the Design/Builder
shall prepare and submit to the Developer and Owner the Schedule of Values
indicating costs of the various portions of the Work aggregating the total
Contract Sum divided so as to facilitate payments to subcontractors, prepared in
such form as specified by Owner and supported by such data to substantiate its
correctness as the Owner may require.  This Schedule of Values shall be subject
to the review and approval of Owner and Developer and as agreed to by the
Developer, shall be used as a basis for the Design/Builder's Applications for
Payment.

9.2.2  From time to time, the Design/Builder may need to revise certain portions
of the Schedule of Values to reflect change order amounts or other adjustments
permitted by the Agreement.  The Design/Builder shall prepare a revised Schedule
of Values indicating proposed revisions for Developer's review and approval.
Only following such approval shall Design/Builder utilize the revised Schedule
of Values for the purposes of Applications for Payment.

9.3    PROGRESS PAYMENTS
       -----------------

                                      27

<PAGE>

9.3.1  The Design/Builder shall deliver to the Owner by the time set forth in
the Design and Build Construction Agreement a complete, notarized Application
for Payment, supported by the following documentation in a form acceptable to
the Owner:

       (1)  A waiver and release of lien in form and substance acceptable to
            Owner, by the Design/Builder, all Subcontractors and all Sub-
            subcontractors and suppliers who furnish labor, services, equipment
            or materials in connection with the construction of Project during
            the period covered by the Application for Payment and all past
            periods, as may be required to assure an effective waiver and
            release of mechanics' liens under the laws of the state in which the
            Project is located; and

       (2)  Copies of other appropriate documentation to substantiate each
            payment request requested by Owner or Developer or required by
            Owner's lender or title insurer.

       Developer and Owner and their designees shall have the right to review
and audit all of Design/Builder's books and records relating to the Project (and
to make copies thereof) from time to time upon not less than twenty-four (24)
hours notice. Design/Builder shall keep its books and records in an organized
condition in the State and County in which the Project is located.

9.3.2  Design/Builder shall bear the risk of physical loss or damage to any and
all materials, equipment and portions of the Work, whether at the site or stored
off-site.  Neither Owner nor Developer shall not be responsible for, and
Design/Builder agrees to protect the Work, materials, tools and equipment
against loss or damage by fire, theft, or accident and not to make any claim or
demand upon Owner or Developer for injury, loss or damage to Design/Builder, his
agents or employees for his Work, materials, tools or equipment, or on account
of any act or omission of Developer or any third person or persons.

9.3.3  The Design/Builder warrants and guarantees that all Work, materials and
equipment covered by an Application for Payment are incorporated in the Work and
that title will pass to the Owner (or such party as Owner may designate) upon
the earlier of incorporation into the Work or receipt of such payment by the
Design/Builder, free and clear of all liens, claims, security interests or
encumbrances, and that no Work, materials or equipment covered by an Application
for Payment will have been acquired by the Design/Builder or by any other person
performing the Work at the Site or furnishing materials and equipment for the
Project subject to an agreement under which an interest therein or an
encumbrance thereon is retained by the seller or otherwise imposed.
Additionally Design/Builder shall secure from any Subcontractor, Sub-
subcontractor or other supplier of materials and/or labor prior to making
payment to him, a notarized statement to the effect that said Subcontractor,
Sub-subcontractor or other supplier of materials, or labor, warrants and
represents that the lien waiver and release to be submitted in connection with
any Application for Payment covers all supplies, materials and labor utilized by
said Subcontractor, Sub-contractor or supplier in performing his Work and that
such representation is made to secure payment from Design/Builder and that
Design/Builder has relied thereon in making the payment requested.


                                      28

<PAGE>

9.3.4  Design/Builder acknowledges that Applications for Payment are subject to
the approval, in whole or in part, of Owner and Owner's lender.

9.4    PAYMENT
       -------

9.4.1  To the extent that an Application for Payment is approved by Owner in
accordance with and subject to the provisions of this Article 9 and those of the
Agreement regarding payments, payments shall be paid to Design/Builder not later
than the date set forth therefor in the Design and Build Construction Agreement.

9.4.2  The Design/Builder shall promptly pay each Subcontractor, upon receipt of
payment from the Owner, out of the amount paid to the Design/Builder on account
of such Subcontractor's work, the amount to which said Subcontractor is entitled
as shown by the approved Subcontractor's application and Schedule of Values,
reflecting the percentage actually retained, if any, from payments to the
Design/Builder on account of such Subcontractor's work.  The Design/Builder
shall, by an appropriate agreement with each Subcontractor, require each
Subcontractor to make payments to his Sub-subcontractors in similar manner.

9.5    PAYMENTS WITHHELD
       -----------------

9.5.1  The Owner may withhold payment to the extent reasonably necessary to
protect the Owner as provided in the Contract Documents.  Developer may withhold
payment or, because of subsequently discovered evidence or subsequent
inspections, it may nullify the whole or any part of any payment previously
issued to such extent as it deems in good faith necessary to avoid damage or
loss on account of the Design/Builder's failure to adhere to the requirements of
the Contract Documents or to satisfy its obligations thereunder.

9.6    FAILURE OF PAYMENT
       ------------------

9.6.1  If the Owner should fail to approve any Application for Payment, through
no fault of the Design/Builder, with reasonable promptness after receipt of the
Design/Builder's Application for Payment, or if the Design/Builder is not paid
any amount owed to it hereunder, then the Design/Builder may, upon fifteen (15)
additional days written notice to the Owner, stop the Work until payment of the
amount owing has been received except for instances where the provisions of
Subparagraph 9.5.1 apply.

9.7    OCCUPANCY
       ---------

9.7.1  Developer or the Owner or any lessee or purchaser may utilize portions of
the Project prior to Substantial Completion of the Work as shown on the Project
Schedule for the purposes of installing and testing furniture, fixtures and
equipment and training employees or otherwise.  The Contract Sum includes costs
for any out of phase construction, temporary HVAC, electrical, plumbing, etc.,
as well as acceptable temporary parking and safe access to and from portions of
the Project.

                                      29

<PAGE>

9.7.2  Based upon the Project Schedule, Owner shall schedule delivery of
furniture, fixtures and equipment for the Project.  Design/Builder acknowledges
and agrees that Design/Builder's failure to comply with the requirements
identified in the Project Schedule may result in cost increases to Developer or
the Owner or any lessee or purchaser for furniture, fixtures and equipment,
warehousing, installation, pre-opening costs and capital costs for the Project.
Design/Builder agrees to reimburse Developer for any such additional costs
incurred by Developer or the Owner or any lessee or purchaser resulting from
Design/Builder's failure to comply with the requirements identified in the
Project Schedule by deductive Change Order.

9.7.3  When the Design/Builder considers the Work to be Substantially Complete,
Design/Builder shall notify Developer in order that Developer and Design/Builder
may review the Work.  Developer will promptly review the Work and shall compile
and issue to Design/Builder a list of items to be completed or corrected (the
"Punch List Work").  The Design/Builder will complete all outstanding items
within thirty (30) days.  Failure to include any item(s) as Punch List Work
shall not alter the responsibility of Design/Builder to complete all Work in
accordance with the Contract Documents.

9.7.4  Owner shall be provided full occupancy of the Work (or any designated
portion thereof) upon issuance of a Certificate of Occupancy from the
appropriate governing authorities.  Such access and/or occupancy shall not be
deemed an acceptance of the Work not completed in accordance with the Contract
Documents, nor shall it prejudice Owner's right to reject unsatisfactory Work or
to withhold acceptance until directed corrective Work is completed by the
Design/Builder.

9.7.5  Owner (or such party as Owner may designate) shall assume responsibility
for providing heat, utilities and operation and maintenance of mechanical and
electrical systems (including controls) of the Project at the time of
Substantial Completion and Owner's (or such party as Owner may designate)
personnel shall have received the manufacturer's written brochures, catalog
cuts, maintenance instructions, training and such other information designated
by the Specifications.  Punch List Work shall be completed no later than thirty
(30) days following the date of Substantial Completion.

9.8    FINAL COMPLETION AND FINAL PAYMENT
       ----------------------------------

9.8.1  Upon receipt of written notice from Design/Builder that in its opinion
the Work is ready for final inspection and Final Acceptance, and upon receipt of
a final Application for Payment, Owner will promptly make such inspection and,
when they find the Work acceptable under the Contract Documents and the Contract
fully performed, Owner will thereafter issue a final progress payment within the
time provided in the Design and Build Construction Agreement (herein referred to
as the "Final Payment").  If Owner shall determine that the Punch List Work is
not completed, Design/Builder agrees to reimburse Owner for any reinspection
costs incurred.  Reimbursement shall be accomplished by a deductive Change Order
to the Contract Sum, or by payment from Design/Builder.

9.8.2  Final Payment shall not become due until the Design/Builder submits to
the Owner (1) an affidavit, in form and substance acceptable to Owner, that all
payrolls, bills for materials,

                                      30

<PAGE>

supplies and equipment, and other indebtedness connected with the Work for which
the Design/Builder, Owner or Developer's or Owner's property might in any way be
responsible, have been paid or otherwise satisfied by Design/Builder; (2) all
items required under Paragraph 9.3; (3) consent of surety, if any, to Final
Payment; and (4), any other material required by the Contract Documents or
reasonably requested by Owner, its lender or title insurer. If any Subcontractor
or Sub-subcontractor refuses a release or waiver required by the Owner, the
Design/Builder shall if requested by Owner furnish a bond satisfactory to the
Owner to indemnify against any such lien or claim, and if any such lien remains
unsatisfied after all payments are made, the Design/Builder shall refund to the
Owner all moneys that the Developer or Owner may be compelled to pay in
discharging such lien, including all costs and reasonable attorneys' fees.

9.8.2   Acceptance of Final Payment by the Design/Builder, a Subcontractor, Sub-
subcontractor or material supplier shall constitute a waiver of claims by that
payee except those previously made in writing and delivered to the party against
whom such claim is made and identified by that payee as unsettled at the time of
final Application for Payment.

                                  ARTICLE 10

                      PROTECTION OF PERSONS AND PROPERTY
                      ----------------------------------

10.1    SAFETY PRECAUTIONS AND PROGRAMS
        -------------------------------

10.1.1  The Design/Builder shall be responsible for initiating, maintaining and
supervising all safety precautions and programs in connection with the Work.

10.2    SAFETY OF PERSONS AND PROPERTY
        ------------------------------

10.2.1  The Design/Builder shall take all reasonable precautions for the safety
of, and shall provide all reasonable protection to prevent damage, injury or
loss to

        (1)  all employees on the Work and all other persons who may be affected
             thereby;

        (2)  all the Work and all materials and equipment to be incorporated
             therein, including Developer's, Owner's and/or any lessees or
             purchaser's materials and equipment, whether in storage on or off
             the Site, under the care, custody or control of the Design/Builder
             or any of his Subcontractors or Sub-subcontractors; and

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

10.2.2  The Design/Builder shall give all notices and comply with all applicable
laws, ordinances, codes, rules, regulations and lawful orders of any public
authority having jurisdiction for the safety of persons or property or to
protect them from damage, injury or loss.  Design/Builder shall erect and
maintain, as required by existing conditions and progress of the

                                      31

<PAGE>

Work, 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 utilities. Design/Builder shall
maintain a safety plan and program, and submit such to Owner for its review;
provided, however, that neither the review nor the acceptance, or approval of or
comment to such plan and program shall relieve Design/Builder of responsibility
therefor or impose responsibility on Owner or its Developer.

10.2.3  When the use or storage of explosives or other hazardous materials or
equipment is necessary for the execution of the Work, the Design/Builder shall
exercise the utmost care and shall carry on such activities under the
supervision of properly qualified personnel.

10.2.4  All damage or loss to any property referred to in Subparagraphs
10.2.1(2) and 10.2.1(3) and not reimbursed by the proceeds of Property Insurance
referred to in Subparagraph 11.3 hereafter caused in whole or in part by the
Design/Builder, any Subcontractor and Sub- subcontractor, or anyone directly or
indirectly employed by any of them, or by anyone for whose acts any of them may
be liable or responsible, shall be promptly remedied by the Design/Builder at
such party(ies)'s sole cost and at no cost to Owner except damage or loss
attributable to the acts or omissions of the Owner and not attributable to the
fault or negligence of the Design/Builder or any Subcontractor, Sub-
subcontractor or anyone directly or indirectly employed by any of them or by
anyone for whose acts any of them may be liable or responsible.

10.2.5  The Design/Builder shall designate a responsible member of his
organization at the Site whose duty shall be the prevention of accidents.  This
person shall be designated in writing by the Design/Builder to the Owner.

10.2.6  The Design/Builder shall not load, off-load or permit any part of the
Work to be loaded or off-loaded so as to endanger its safety.

10.2.7  Design/Builder shall continuously maintain adequate protection of all
Work from damage and to protect the Developer's property from injury or loss
arising in connection with this Contract, and shall perform all Work in
accordance with the provisions of the statutes and regulations of the
Occupational Safety and Health Administration ("OSHA") and such additional
requirements as may be required by OSHA field inspections.

10.3    EMERGENCIES
        -----------

10.3.1  In any emergency affecting the safety of persons or property, the
Design/Builder shall act, at his reasonable discretion to prevent threatened
damage, injury or loss.  Any additional compensation or extension of time
claimed by the Design/Builder on account of emergency Work shall be determined
as provided in the provisions of the Contract Documents with respect to Changes.

                                  ARTICLE 11

                                   INSURANCE
                                   ---------

                                      32

<PAGE>

11.1    DESIGN/BUILDER'S LIABILITY INSURANCE
        ------------------------------------

11.1.1  The Design/Builder shall purchase and maintain such insurance as will
protect him from claims set forth below which may arise out of or result from
the Design/Builder's operations under the Contract, whether such operations be
by himself or by any Subcontractor or Sub-subcontractor or by anyone directly or
indirectly employed by any of them, or by anyone for whose acts any of them
maybe liable or responsible to cover:

        (A)  Workers' Compensation Insurance insuring the Design/Builder's full
liability under the Workers' Compensation and Occupational Disease Laws of the
State where the Work is performed and Employer's Liability with minimum
occurrence/aggregate limits of $500,000 covering:

             (1)  claims under workers' compensation or disability benefit acts;
                  and

             (2)  claims for damages because of bodily injury, occupational
                  sickness or disease, or death of employees.

        (B)  Owner's/contractor's protective ("OCP") liability coverage and/or
commercial liability general insurance that conforms to the 1988 Insurance
Service Office ("ISO") commercial general liability form with coverage on an
"occurrence" basis which shall insure Design/Builder and Developer and Owner (as
additional primary insureds) for Work performed under the Contract against,
among other things:

        (1)  claims for damages because of bodily injury, sickness or disease,
             or death of any person other than his employees;

        (2)  claims for damages insured by usual personal injury liability
             coverage which are sustained (1) by any person as a result of an
             offense directly or indirectly related to the employment of such
             person by the Design/Builder, or (2) by any other person;

        (3)  claims for damages, other than the Work itself, because of injury
             to or destruction of tangible property, including loss of use
             resulting therefrom; and

        (4)  claims for damages because of bodily injury or death of any person
             or property damage arising out of the ownership, maintenance or use
             by any motor vehicle.

        (C)  The policies referred to in (B) above shall contain the personal
injury and broad form property damage endorsements modified as set forth below,
and the policy shall be endorsed to remove any property damage liability
exclusions pertaining to loss by explosion, collapse or underground damage. The
policy shall include coverage for:

        (1)  Completed operations liability. However, with respect to completed
             operations liability, and when the entire Work has been determined
             complete by the Owner and Design/Builder and accepted by the Owner,
             Design/Builder agrees to furnish

                                      33

<PAGE>

          evidence of such insurance coverage for twenty-four (24) months
          following date of acceptance by the Developer, on an annual basis as
          the policies are issued to Design/Builder.

     (2)  Design/Builder's protective liability to cover Design/Builder's
          liability arising out of Work performed by its subcontractors.

     (3)  Blanket contractual liability, including insurance for the
          indemnification agreement set forth in the Design and Build
          Construction Agreement.

     (4)  Personal injury liability with exclusions 2(a) (4) deleted.

     (5)  Broad form property damage extended to apply to completed operations.

     (6)  Automobile liability insuring Design/Builder for operations of all
          owned, hired and non-owned vehicles.

     (7)  Limit of liability shall not be less than:

          a)  Bodily injury and property damage except automobile: $2,000,000
              combined single limit per occurrence including completed
              operations.

          b)  Bodily injury and property damage, automobile: $1,000,000 combined
              single limit per occurrence.

     (D)  "Umbrella" Excess Liability - The insurance policy shall insure the
Design/Builder and Owner for an amount of not less than $10,000,000 combined
single limit bodily injury/property damage excess of primary employer's
liability and comprehensive liability insurance as set forth in Paragraphs
11.1.1 (A), (B) and (C) above.

11.1.2  The insurance required by Subparagraph 11.1.1 shall be written for not
less than any limits of liability required by law and shall contain a blanket
waiver of subrogation in favor of Owner and Design/Builder.

11.1.2.1  Policies required under Paragraph 11.1.1 shall contain a standard
severability of interest clause which provides that the insurance applies
separately to each insured and the following words verbatim: Owner is interested
in the maintenance of this insurance and it is agreed that this insurance will
not be canceled, materially changed or not renewed without at least thirty (30)
days advance written notice to Owner by Certified Mail, Return Receipt
Requested.

11.1.3  Certificates of Insurance acceptable to the Developer shall be filed
with the Owner prior to commencement of the Work.  Said Certificates shall name
Owner and such other parties, if any, as Developer may designate, as an
additional named insured against all claims under the specified policies.  These
Certificates shall contain a provision that coverages afforded under the

                                      34
<PAGE>

policies will not be canceled or materially changed or not renewed until at
least thirty (30) days prior written notice has been given to the Owner and such
additional party(ies) as Developer may designate by Certified Mail, Return
Receipt Requested.  All insurance required to be maintained by Design/Builder
and any Subcontractor or Sub-subcontractor shall be primary insurance and any
insurance maintained by Owner will apply as excess over all other insurance,
whether designated as primary, Umbrella, excess or excess/umbrella.  In no event
shall any failure of Owner to receive Certificates of Insurance required
hereunder or to demand receipt of such Certificates prior to Design/Builder
commencing the Work be construed as a waiver by Developer of Design/Builder's
obligations to obtain insurance pursuant to the Contract Documents.  The
obligation to procure and maintain any insurance required by the Contract
Documents is a separate responsibility of Design/Builder and independent of the
duty to furnish Certificates of such Insurance policies.

11.2    OTHER INSURANCE REQUIREMENTS
        ----------------------------

11.2.1  The Owner and the Developer shall be included as additional named
insureds under the Commercial General Liability Insurance and the "Umbrella"
excess liability coverage as set forth in Subparagraphs 11.1.1(B) and (C) above.

11.3    PROPERTY INSURANCE
        ------------------

11.3.1  Design/Builder shall purchase and maintain property insurance upon the
entire Work at the Site to the full insurable value thereof less a deductible in
an amount permitted by Owner.  This insurance shall include as insureds or
additional insureds the interests of the Owner, the Design/Builder,
Subcontractors and Subsubcontractors, in the Work and shall insure against the
perils of Fire, Extended Coverage, and shall be an "All-Risk" type of policy to
insure against physical loss or damage from perils generally covered by a
"Difference in Condition" policy, such as flood, earthquake, theft, builders
risk and such other perils which are usually not included in a simple Fire and
Extended Coverage Policy.  Design/Builder will be fully responsible for the
inclusion of all Subcontractors and Sub-subcontractors who should be insured
under this policy and Owner will not assume any financial responsibility caused
by failure of Design/Builder to so insure.

11.3.2  Any insured loss is to be adjusted with the Developer and made payable
to the Owner as trustee for the insureds, as its interests may appear, subject
to the requirements of any applicable mortgage clause and of Subparagraph
11.3.7.

11.3.3  The Owner and Design/Builder waive all rights against each other for
damages caused by fire or other perils to the extent covered by insurance
provided under this Paragraph 11.3 except such rights as they may have to the
proceeds of such insurance held by the Owner as trustee.  The Design/Builder
shall require similar waivers by Subcontractors and Subsubcontractors.  It is
understood that losses due to the negligence of Design/Builder, any
Subcontractor, Sub-subcontractor or anyone directly or indirectly employed by
any of them or for whose acts any of them may be liable or responsible or which
are not covered by Owner's property insurance or which are under the deductible
are the responsibility of the Design/Builder.

                                      35
<PAGE>

11.3.4  The Owner as depository shall, upon the occurrence of an insured loss,
deposit in a separate account any money so received, and Owner shall distribute
it in accordance with such agreement as the entities in interest may reach.

11.3.5  Should all or any part of the Work or construction covered by this
Contract be damaged or destroyed by any of the perils covered by the All-Risk
Builder's Risk Property Insurance specified in Paragraph 11.3 before final
completion of said Work, the Design/Builder, upon written instructions from the
Owner, shall proceed to replace and repair and complete said Work, in accordance
with original approved Drawings and Specifications to the extent said Work is
covered by the proceeds of various insurance policies.  In this event, the
provisions of the Contract Documents shall remain in full force and effect
except that the Contract Sum and the Contract Time shall be increased by the
total cost and additional time agreed upon by Owner and Design/Builder for
removing and replacing all of the damaged and destroyed Work.  The Owner,
however, at its option in the event of damage or destruction to the Work by any
of the aforementioned causes, may give written notice to the Design/Builder
declaring its desire to terminate Design/Builder's performance of the Contract
and after paying or adjusting all of the accounts charged to the Work in
accordance with the Contract, may terminate Design/Builder's performance of the
Contract.

11.3.6  Notwithstanding anything to the contrary, Owner shall not be deemed to
be either a custodian, bailee, nor insurer or in any other capacity or manner
responsible for any supplies, tools or equipment used by Design/Builder or any
Subcontractor or Sub-subcontractor in connection with the Work which may be left
at the Site by Design/Builder or any Subcontractor or any Sub-subcontractor; it
being expressly understood and agreed that Design/Builder and any Subcontractor
or Sub-subcontractor shall be solely responsible for securing, maintaining and
insuring all such supplies, tools or equipment whether the same be owned or
leased by Design/Builder, Subcontractor, Sub-subcontractor or by any other third
party providing labor or materials to the Work, the Project or the Site.

11.3.7  The Owner as trustee shall have power to reasonably and fairly adjust
and settle any loss with the insurers.

11.4    LOSS OF USE INSURANCE
        ---------------------

11.4.1  The Owner, at his option, may purchase and maintain such insurance as
will insure
against loss of use of its property, including, but not limited to, loss of
income, additional interim interest expense, insurance premiums.

11.5    SUBCONTRACTORS' INSURANCE
        -------------------------

11.5.1  The following forms of insurance are required to be furnished by all
Subcontractors and Sub-subcontractors:

        (1)  Workers' Compensation Insurance to cover full liability under
             workers' compensation Laws of the State where the Work is performed
             and employer's liability coverage with minimum occurrence/aggregate
             limits of $500,000.

                                      36
<PAGE>

     (2)  Commercial general liability insurance with coverage on an
          "occurrence" basis and insuring Subcontractors and Sub-subcontractors
          for Work performed under the Contract against claims for bodily
          injury, including death of any person other than Subcontractors'
          employees, and property damage for injury to or destruction of
          tangible property, other than the Work itself.  The policy shall
          contain the personal injury and broad form property damage
          endorsements modified as set forth below, and the policy shall be
          endorsed to remove any property damage liability exclusions pertaining
          to loss by explosion, collapse or underground damage.  These policies
          shall name Owner and such other party(ies), if any, as Owner may
          designate, as an additional insured as respects liability arising out
          of operations performed by or on behalf of the named insured.  The
          policy shall include coverage for:

     a)   Completed operations liability.

     b)   Design/Builders protective liability to cover Subcontractors'
          liability arising out of work performed by its Sub subcontractors.

     c)   Blanket contractual liability insuring the indemnification agreement
          contained in a subcontract.

     d)   Personal injury liability with employee exclusion deleted.

     e)   Broad form property damage extended to apply to completed operations.

     f)   Automobile liability insuring Subcontractors for operations of all
          owned, hired and non-owned vehicles.

     g)   The limits of liability shall not be less than:

          (i)     Bodily injury, except automobile

                  $5,000,000 each occurrence
                  $5,000,000 aggregate Completed Operations

          (ii)    Property damage, except automobile

                  $5,000,000 each occurrence
                  $5,000,000 aggregate

          (iii)   Bodily injury, automobile

                  $2,000,000 each person
                  $2,000,000 each occurrence

                                      37
<PAGE>

          (iv)    Property damage, automobile

                  $2,000,000 each occurrence

Either Design/Builder or Owner, however, has the option to require higher limits
of liability from designated Subcontractors or Sub-subcontractors.

        Certificates of Insurance shall be filed with the Design/Builder and
copied to Owner prior to commencement of Subcontractors' and Sub-subcontractors'
work. The requirements of Paragraphs 11.1.2.1 and 11.1.3 shall apply to the
insurance obligations of Subcontractors and Sub-subcontractors.

11.6    TRANSITION INSURANCE
        --------------------

11.6.1  When the Work is Substantially Complete, and Owner has accepted the
Work, Owner, at his option, may purchase and maintain such insurance as will
insure him against loss of the Work due to fire or other hazards, however
caused.

11.6.2  Until such time as Design/Builder has received Final Payment from Owner,
said insurance purchased and maintained by Owner under Subparagraph 11.6.1 shall
insure the interests of Owner, the Design/Builder, its Subcontractors and Sub-
subcontractors.  The carrier providing this insurance shall endorse the policy
waiving carrier's right of recovery from Owner, the Design/Builder, its
Subcontractors and Sub-subcontractors until such time as the Design/Builder and
all subcontractors have been paid in full.


                                  ARTICLE 12

                              CHANGES IN THE WORK
                              -------------------

12.1    CHANGE ORDERS
        -------------

        The provisions of this Article 12 are subject to and governed by those
of the Design and Build Construction Agreement with respect to Changes in the
Work.

12.1.1  The Owner, without invalidating the Contract and without notice to
sureties, may order Changes in the Work, within the general scope of the
Contract consisting of additions, deletions or other revisions, the Contract Sum
and the Contract Time being adjusted accordingly.  All such Changes in the Work
shall be authorized by Change Order, and shall be executed under the applicable
conditions of the Contract Documents.

12.1.2  A "Change Order" is a written order to the Design/Builder signed by the
Owner, issued after the execution of the Contract, authorizing a Change in the
Work or an adjustment in the Contract Sum or the Contract Time.  A Change Order
shall also be signed by the Design/Builder if he agrees to the adjustment in the
Contract Sum or the Contract Time.  The Contract Sum and the Contract Time may
be changed only by Change Order.  For changes in the Work the Design/Builder
shall submit to the Developer an itemized breakdown of the estimated costs for

                                      38
<PAGE>

Developer's review and approval.  The breakdown must show (i) all materials by
quantity and price, (ii) all labor by unit price, (iii) insurance, (iv) permits,
(v) payroll taxes and labor fringe benefits, and (vi) equipment by quantity and
rate.  All changes in any subcontract shall be broken down and similarly
submitted to the Owner for its review utilizing the same categories as set forth
above.

12.1.3  The cost or credit to the Owner resulting from a Change Order in the
Work shall be determined as provided in the Agreement.

12.1.4  The Owner, acting through its designee, or any other person having
written authorization from him to act on his behalf shall have the sole
authority to make any amendments, additions, changes or deletions, to act on
behalf of the Owner with regard to any and all consents called for under the
Contract Documents.  Said designee is hereby authorized by Owner to issue
written directives to Design/Builder to proceed with designated changes in the
Work prior to the issuance of a formal Change Order which shall be issued as
soon as practicable.  Verbal changes or Change Orders shall not be binding,
enforceable or effective.  Under no circumstances whatsoever, shall any Work be
performed on a time and material basis unless expressly authorized by Developer
in writing prior to commencement of such Work.  Any extras furnished by
Design/Builder except in accordance with the foregoing will also be done so at
Design/Builder's sole cost and expense and not reimbursable under the Agreement.

12.1.5  Owner and Design/Builder hereby acknowledge and agree that execution of
a Change Order constitutes a mutual accord and satisfaction as to the Work
covered thereby.  Upon execution of a Change Order, Design/Builder specifically
waives and releases any and all claims, rights or interest, including, but not
limited to those for impact, disruption, loss of efficiency, "ripple" or other
costs or expenses, including without limitation extraordinary or consequential
costs, arising directly or indirectly out of the Work described in the Change
Order.

12.2    CLAIMS FOR ADDITIONAL COST OR TIME
        ----------------------------------

12.2.1  If the Design/Builder wishes to make a claim for an increase in the
Contract Sum or change in the Contract Time, he shall give the Owner written
notice thereof within fifteen (15) days after receipt of a proposed Change
Order.  This notice shall be given by the Design/Builder before proceeding to
execute the Work, except in an emergency endangering life or property in which
case the Design/Builder shall proceed in accordance with Subparagraph 10.3.1.
No such claim shall be valid unless so made.  Any change in the Contract Sum or
Contract Time resulting from such claim must be authorized by Change Order.
Notwithstanding the foregoing, any change in the Contract Time shall be governed
solely by Section VI of the Agreement.

12.2.2  Complete justification and documented substantiation of a
Design/Builder's entitlement to additional time, to a change and additional
costs allegedly resulting from said change shall be submitted to the Owner no
later than thirty (30) days after Design/Builder files its initial notice of
claim.

                                      39
<PAGE>

12.2.3  In no event will any adjustment in the Contract Sum be permitted for any
increase in costs arising from periods of delay except as otherwise expressly
provided in the Contract Documents.

12.2.4  After receipt of a proposal, Owner shall act thereon within thirty (30)
days; provided, however, when the necessity to proceed with the change does not
allow time properly to review the proposal and in the event of a failure to
reach an agreement on said proposal, Owner may order Design/Builder to proceed
on the basis of a price to be determined at the earliest practicable date.

12.2.5  A failure to reach an agreement on price or time relative to a Change
Order will not relieve Design/Builder of its obligation to diligently continue
the prosecution of the Work and that Change Order (if so ordered by the
Developer) at all times in accordance with the Progress Schedule.


                                  ARTICLE 13

                       UNCOVERING AND CORRECTION OF WORK
                       ---------------------------------

13.1    UNCOVERING OF WORK
        ------------------

13.1.1  If any Work should be covered contrary to the request of the Owner, it
must, if required by the Owner, be uncovered for his observation and replaced,
at the Design/Builder's expense, and not reimbursable.

13.1.2  If any other portion of the Work has been covered which the Owner or
Developer has not specifically requested to observe prior to being covered, the
Owner or Developer may request to see such Work and it shall be uncovered by the
Design/Builder.  If such Work be found in accordance with the Contract
Documents, the cost of uncovering and replacement shall, by appropriate Change
Order, be charged to the Owner and the Contract Sum adjusted appropriately.  If
such Work is found not to be in accordance with the Contract Documents, the
Design/Builder shall pay such costs unless it be found that this condition was
caused by a separate contractor employed as provided in Article 6, and in that
event the Owner shall be responsible for the payment of such costs.

13.2    CORRECTION OF WORK
        ------------------

13.2.1  The Design/Builder shall promptly correct all Work rejected by or on
behalf of Owner as defective or as falling to conform to the Contract Documents
whether observed before or after Substantial Completion and whether or not
fabricated, installed or completed.  The Design/Builder shall bear all cost of
correcting such rejected Work, including the cost of any architect's additional
services thereby made necessary.

13.2.2  If, within two (2) years after the initial occupancy of the Project
after final completion of the Work, or within such longer period of time as may
be prescribed by law or by the terms of any applicable warranty required by the
Contract Documents, any of the Work is found to be

                                      40
<PAGE>

defective or not in accordance with the Contract Documents, the Design/Builder
shall correct it promptly after receipt of written notice from the Developer to
do so. The Owner shall give such notice promptly after discovery of the
condition.

13.2.3  All such defective or non-conforming Work under Subparagraphs 13.2.1 and
13.2.2 shall be removed from the Site if necessary, and the Work shall be
corrected to comply with the Contract Documents at Design/Builder's sole cost
and expense and without cost to the Owner or the Developer.

13.2.4  The Design/Builder shall bear the cost of making good all work of
separate contractors and property of Developer, Owner or any lessee or purchaser
destroyed or damaged by such removal or correction.

13.2.5  If the Design/Builder does not remove such defective or non-conforming
Work within twenty (20) days after notification of same, the Owner may remove it
and may store the materials or equipment at the expense of the Design/Builder.
If the Design/Builder does not pay the cost of such removal and storage within
ten (10) days thereafter, the Owner may upon the expiration of such period and
without further notice sell such Work at auction or at private sale and shall
account for the net proceeds thereof after deducting all the costs that should
have been borne by the Design/Builder including compensation for additional
architectural services.  If such proceeds of sale do not cover all costs which
the Design/Builder should have borne, the difference shall be charged to the
Design/Builder and an appropriate Change Order may be issued.  If the payments
then or thereafter due the Design/Builder are not sufficient to cover such
amount, the Design/Builder shall pay the difference to the Owner.

13.2.6  If the Design/Builder fails to correct such defective or nonconforming
Work, the Developer may also correct it in accordance with Paragraph 3.4.

13.2.7  Nothing contained in this Paragraph 13.2 shall be construed to establish
a period of limitation with respect to any other obligation which the
Design/Builder might have under the Contract Documents, including Paragraph 4.5
hereof.  Establishment of the time period of one (1) year as described in
Subparagraph 13.2.2 relates only to the specific obligation of the
Design/Builder to correct the Work, and has no relationship to the time within
which the obligation to comply with the Contract Documents may be sought to be
enforced, nor to the time within which proceedings may be commenced to establish
the Design/Builder's liability with respect to the Design/Builder's obligations
other than specifically to correct the Work.

13.3    ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK
        ----------------------------------------------

13.3.1  If the Owner prefers to accept defective or non-conforming Work, he may
do so instead of requiring its removal and correction, in which case a Change
Order will be issued to reflect an appropriate reduction in the Contract Sum as
determined by Owner, or, if the amount is determined after Final Payment, or an
insufficient amount of the Contract Sum remains unpaid, it shall be paid
forthwith by the Design/Builder.

                                      41
<PAGE>

                                  ARTICLE 14
                                  ----------

                     MANUFACTURER'S MATERIALS AND PRODUCTS
                     -------------------------------------

14.1    INTENT OF SPECIFICATION
        -----------------------

14.1.1  Certain materials and manufactured products have been or will be
specified by brand name because the Owner believes that the products sold under
those brand names meet the standard of quality and grade that he wishes to use
on this Work.  The Design/Builder shall use only the materials and methods
specified.

14.2    SUBSTITUTIONS
        -------------

14.2.1  The intention of the parties is, generally, not to exclude other
manufacturers of like products believed by the Design/Builder to be of the same
merit as and functionally equivalent to the item specified, but the burden of
proof of equivalency is upon the Design/Builder, and the Owner shall be the
final judge.  If the Design/Builder elects to attempt to prove such equality and
to substitute, he must request consent of Owner in writing within ninety (90)
days from Notice to Proceed, to substitute for the specified item, stating his
reasons for the substitution, the credit, if any, to the Contract Sum, and
provide supporting data.  Such supporting data shall include the basic
specifications of the specified item(s), the specifications, characteristics and
other information concerning the proposed substitution demonstrating its
equality to the specified item(s), and the effect of the substitution on the
Progress Schedule, if any.  In the event that a substitution is approved, the
Design/Builder shall assume all risks and costs for redesign and adjustment of
all Work affected by the substitution, checking of its effect on adjoining Work,
and any delays occasioned by its use.  All materials, methods or equipment shall
be as specified and/or shown unless a substitute or change is consented to in
writing by the Owner and therefore under no circumstances shall the
Design/Builder, Subcontractor, Sub-subcontractor, or supplier or materialman
base his bid or contract on a substitution unless consented to in writing in
advance by the Owner.

14.3    INSTALLATION
        ------------

14.3.1  Design/Builder shall apply, install, connect, erect, use, clean and
condition manufactured articles, materials, fixtures and equipment per
manufacturer's printed directions, unless specified to contrary.

                                  ARTICLE 15
                                  ----------

                        SUBSURFACE AND SITE INFORMATION
                        -------------------------------

15.1    SITE CONDITIONS AND DESIGN/BUILDER'S RESPONSIBILITY
        ---------------------------------------------------

15.1.1  Owner shall not assume nor shall there be imposed or implied any
responsibility whatsoever in respect to the sufficiency or accuracy of borings
made, or of the logs of the test borings, or of other investigations, or of the
interpretations made thereof, or other information

                                      42
<PAGE>

furnished to or obtained by Design/Builder in connection with the Site, and
there is no warranty or guarantee, either expressed or implied, that the
conditions indicated by any such investigations, borings, logs or information
are representative of those existing throughout such area, or any part thereof,
or that unforeseen developments may not occur.

15.1.2  Design/Builder shall promptly notify Owner in writing of any physical,
subsurface or latent conditions that it discovers at the site that differ in any
material respect from those (i) ordinarily encountered and generally recognized
as inherit in Work of like character to the Project or (ii) indicated by the
Contract Documents.

15.1.3  Design/Builder shall make available to Owner upon Owner's request the
results of any site investigation, test borings, analysis, studies or other
tests conducted by or in the possession of Design/Builder or any of its agents.

                           END OF GENERAL CONDITIONS

                                      43
<PAGE>

                                   EXHIBIT C

                             HOURLY RATES SCHEDULE



HKS, Inc.

Principal                      $175

Project Manager                $150

Project Design Architect       $125

Project Architect              $125

Structural Engineer            $125

Job Captain                    $100

Senior Draftsman               $ 80

Junior Draftsman               $ 65

Senior Specification Writer    $125

Specification Writer           $ 90

Senior Interior Designer       $125

Interior Designer              $100

Junior Interior Designer       $ 75

Senior Graphic Designer        $105

Graphic Designer               $ 80

Technical Typist               $ 60

<PAGE>

                                   EXHIBIT D

                             SCHEDULE REQUIREMENTS
                             ---------------------



                             PROJECT SHELL          PROJECT INTERIORS
                             -------------          -----------------

                             50%      FINAL         50%         FINAL
Design Development Docs      9/18/01  10/9/01       12/19/01    2/5/02*

Construction Docs            11/6/01  12/21/01      3/5/02      5/1/02


*Drawings to include walls and ceilings for pricing


 .  Civil/Site drawings - Completed October 1, 2001
 .  Permit Set Completed 12/10/01


The following are requirements included in the General Contractor's contract and
are listed for the Architect's information:

 .  Substantial Completion to be 380 days following Notice to Proceed to General
   Contractor
 .  Computer/Telecommunications Room completion - 45 days prior to Substantial
   Completion Date
 .  Commissioning Phase - 21 days prior to Substantial Completion
 .  Initial FF&E Phase - 14 days prior to Substantial Completion