STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR WHERE THE BASIS OF 
PAYMENT IS THE COST OF THE WORK PLUS A FEE WITH OR WITHOUT A GUARANTEED 
MAXIMUM PRICE

AIA Document A111 - Electronic Format

AGREEMENT
made as of the 25th day of July in the year of Nineteen Hundred and Ninety-
six.

BETWEEN the Owner:
(Name and address)
Microware Systems Corporation
1900 N.W. 114th Street
Des Moines, Iowa  50325-7077

and the Contractor:
The Weitz Company, Inc.
800 Second Avenue
Des Moines, Iowa  50309

the Project is:
(Name and address)
Microware Corporation Headquarters
Clive, IA



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

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

The Architect is:
(Name and address)
Savage-Ver Ploeg & Associates
2929 Westown Parkway, Suite 100
West Des Moines, IA  50266

The Owner and Contractor agree as set forth below.

                                     ARTICLE 1
                              THE CONTRACT DOCUMENTS

1.1  The Contract Documents consist of this Agreement, Conditions of the 
Contract (General, Supplementary and other Conditions), Drawings, 
Specifications, Addenda issued prior to execution of this Agreement, other 
documents listed in this Agreement and Modifications issued after execution of 
this Agreement; these form the Contract, and are as fully a part of the 
Contract as if attached to this Agreement or repeated herein.  The Contract 
represents the entire and integrated agreement between the parties hereto and 
supersedes prior negotiations, representations or agreements, either written 
or oral.  An enumeration of the Contract Documents, other than Modifications, 


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appears in Article 16.  If anything in the other Contract Documents is 
inconsistent with this Agreement, this Agreement shall govern.  

                                     ARTICLE 2
                             THE WORK OF THIS CONTRACT

2.1  The Contractor shall execute the entire Work described in the Contract 
Documents, except to the extent specifically indicated in the Contract 
Documents to be the responsibility of others, or as follows:

Construction services for the Corporate Headquarters for Microware Systems 
Corporation located in Clive, IA.

                                    ARTICLE 3
                           RELATIONSHIP OF THE PARTIES

3.1  The Contractor accepts the relationship of trust and confidence 
established by this Agreement and covenants with the Owner to cooperate with 
the Architect and utilize the Contractor's best skill, efforts and judgment in 
furthering the interests of the Owner; to furnish efficient business 
administration and supervision; to make best efforts to furnish at all times 
and adequate supply of workers and materials, and to perform the Work in the 
best way and most expeditious and economical manner consistent with the 
interests of the Owner.  The Owner agrees to exercise best efforts to enable 
the Contractor to perform the Work in the best way and most expeditious manner 
by furnishing and approving in a timely way information required by the 
Contractor in accordance with requirements of the Contract Documents.

3.1.1  For the purpose of the agreement the Project Consultant is:
     Jim McCulloh
     Mid-America Group, Ltd.
     4700 Westown Parkway, Suite 303
     West Des Moines, IA  50266

                                    ARTICLE 4
                 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

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

August 1, 1996

Unless the date of commencement is established by a notice to proceed issued 
by the Owner, the Contractor shall notify the Owner in writing not less than 
five days before commencing the Work to permit timely filing of mortgages, 
mechanic's liens and other security interests.  

4.2  The Contractor shall achieve Substantial Completion of the entire Work not 
later than (Insert the calendar date or number of calendar days after the date 
of commencement.  Also insert any requirements for earlier Substantial 
Completion of certain portions of the Work, if not stated elsewhere in the 
Contract Documents.)

June 15, 1997

, subject to adjustments of this Contract Time as provided in the Contract 
Documents.


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(Insert provisions, if any, for liquidated damages relating to failure to 
complete on time.)

                                    ARTICLE 5
                                  CONTRACT SUM

5.1  The Owner shall pay the Contractor in current funds for the Contractor's 
performance of the Contract the Contract Sum consisting of the Cost of the 
Work as defined in Article 7 and the Contractor's Fee determined as follows:
(State a lump sum, percentage of Cost of the Work or other provision for 
determining the Contractor's Fee, and explain how the Contractor's Fee is to 
be adjusted for changes in the Work.)

The Fee shall be $165,000.

5.2  GUARANTEED MAXIMUM PRICE (IF APPLICABLE)

5.2.1  The sum of the Cost of the Work and the Contractor's Fee shall be 
guaranteed by the Contractor not to exceed (See 5.2.1.1)  Dollars ($    ), 
subject to additions and deductions by Change Order as provided in the 
Contract Documents.  Such maximum sum is referred to in the Contract Documents 
as the Guaranteed Maximum Price.  Costs which would cause the Guaranteed 
Maximum Price to be exceeded shall be paid by the Contractor without 
reimbursement by the Owner.  
(Insert specific provisions if the Contractor is to participate in any 
savings.)
All savings shall be split 50% to Microware Systems Corporation and 50% to The 
Weitz Company, Inc.

5.2.1.1  At the execution of this agreement, the target Guaranteed Maximum 
Price (GMP) is $5,269,000.  The final GMP shall be established by September 1, 
1996.  Tenant Improvements will be carried as an allowance if sufficient 
design information is not available.

(State the numbers or other identification of accepted alternates, but only if 
a Guaranteed Maximum Price is inserted in Subparagraph 5.2.1.   If decisions 
on other alternates are to be made by the Owner subsequent to the execution of 
this Agreement, attach a schedule of such other alternates showing the amount 
for each and the date until which that amount is valid.)

It is agreed that the Guaranteed Maximum Price may include certain items for 
which all specifications or determinations have not been made, and thus 
estimates of cost cannot be made.  For such items, reasonable allowances have 
been made based upon experience and customary practice, and all such items are 
specifically listed as "allowance" items on the breakdown on the Guaranteed 
Maximum Price.  When the actual costs of each allowance item is determined, 
such actual cost shall be submitted in place of the applicable allowance.  

Whenever costs are less than a stated allowance, 100% of the difference will 
be returned to the Owner by Change Order.  Whenever costs are more than a 
stated allowance, the Contract Sum will be adjusted by change or per Article 5 
and 6 accordingly.  

5.2.3  The amount agreed to for unit prices, if any, are as follows:
(State unit prices only if a Guaranteed maximum Price is inserted in 
Subparagraph 5.2.1)
It is the intent of the Owner to release initial work scopes through Project 
work orders (see Exhibit B) prior to establishment of the Guaranteed Maximum 
Price.  All Project work orders executed prior to the GMP will be incorporated 
within the GMP, when established.


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It is the Owner, Architect, and the Contractor's intent to establish the GMP 
following completion of all Design Documents and bidding of all trade 
packages, materials, and determination of Project costs.  Allowances and 
contingencies, if any, will be incorporated within the GMP with prior 
agreement by all parties.  

The Contractor will provide total Project cost estimates, incorporating all 
information known to date, and track final bid packages compared to the 
Project budget, until the GMP is established.  

                                   ARTICLE 6
                             CHANGES IN THE WORK

6.1  CONTRACTS WITH A GUARANTEED MAXIMUM PRICE

6.1.1  Adjustments to the Guaranteed Maximum Price on account of changes in 
the Work may be determined by any of the methods listed in Subparagraph 7.3.3 
of the General Conditions.

6.1.2  In calculating adjustments to subcontracts (except those awarded with 
the Owner's prior consent on the basis of cost plus a fee), the terms "cost" 
and "fee" as used in Clause 7.3.3.3 of the General Conditions and the terms 
"costs" and "a reasonable allowance for overhead and profit" as used in 
Subparagraph 7.3.6 of the General Conditions shall have the meanings assigned 
to them in the General Conditions and shall not be modified by Articles 5, 7 
and 8 of this Agreement.  Adjustments to subcontracts awarded with the Owner's 
prior consent on the basis of cost plus a fee shall be calculated in 
accordance with the terms of those subcontracts.  

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

6.1.4  After the GMP is established, the fee shall be fixed.  The first 
$100,000 of additive changes shall be at cost with no fee mark-up.  All 
changes after the $100,000 threshold is reached shall have a mark-up of 4% for 
Contractor's fee.  All costs shall be identified in Article 7 and 8.  

6.2  CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

6.3  ALL CONTRACTS

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

                                    ARTICLE 7
                             COSTS BE TO REIMBURSED

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

7.1.1  LABOR COSTS


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

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

7.1.1.2  Wages or salaries of Contractor's employees, in that capacity 
employed in the performance of the Work.  Wages or salaries of the 
Contractor's supervisory and administrative personnel wherever stationed, not 
limited to the job site, and in that capacity employed.  If personnel are not 
stationed at the job site, the charging rates will apply on a pro-rated hourly 
basis to only time spent specifically on work for this project.  In lieu of 
actual wages or salaries, the charging rates below shall apply.  

                Project Manager             $2,000/Week
                Project Engineer            $1,250/Week
                Project Superintendent      $1,950/Week
                Estimator
                Project Coordinator           $750/Week
                Assistant Superintendent    $1,500/Week     (If necessary)

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

7.1.1.4  Costs paid or incurred by the Contractor for taxes, insurance, 
contributions, assessments and benefits required by law or collective 
bargaining agreements and, for personnel not covered by such agreements, 
customary benefits such as sick leave, medical and health benefits, holidays, 
vacations and pensions, provided such costs are based on wages and salaries 
included in the Cost of the Work under Clauses 7.1.1.1 through 7.1.1.3.

7.1.2  SUBCONTRACT COSTS

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

7.1.3  COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED 
CONSTRUCTION

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

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


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

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

7.1.4.2  Rental charges for temporary facilities, machinery, equipment, and 
hand tools not customarily owned by the construction workers, which are 
provided by the Contractor at the site, whether rented from the Contractor or 
others, and costs of transportation, installation, minor repairs and 
replacements, dismantling and removal thereof.  Rates and quantities of 
equipment rented shall be subject to the Owner's prior approval.  See Attached 
7.1.4.2.1

7.1.4.2.1  Attached, as Exhibit A, is the schedule for major equipment rental 
rates to be used on the project.  These rates are to be used for the duration 
of the Project.  

7.1.4.3  Costs of removal of debris from the site.

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

7.1.4.5  That portion of the reasonable travel and subsistence expenses of the 
Contractor's personnel incurred while traveling in discharge of duties 
connected with the Work, with prior consent of the Owner.
 
7.1.5  MISCELLANEOUS COSTS

7.1.5.1  That portion directly attributable to this Contract of premiums for 
insurance and bonds.
 
7.1.5.2  Sales, use or similar taxes imposed by a governmental authority which 
are related to the Work and for which the Contractor is liable.
 
7.1.5.3  Fees and assessments for the building permit and for other permits, 
licenses and inspections for which the Contractor is required by the Contracts 
Documents to pay.
 
7.1.5.4  Fees of testing laboratories for tests required by the Contract 
Documents, except those related to defective or nonconforming Work for which 
reimbursement is excluded by Subparagraph 13.5.3 of the General Conditions or 
other provisions of the Contract Documents and which do not fall within the 
scope of Subparagraphs 7.2.2 through 7.2.4 below.
 
7.1.5.5  Royalties and license fees paid for the use of a particular design, 
process or product required by the Contract Documents; the cost of defending 
suits or claims for infringement of patent rights arising from such 
requirement by the Contract Documents; payments made in accordance with legal 
judgments against the Contractor resulting from such suits or claims and 
payments of settlements made with the Owner's consent; provided, however, that 
such costs of legal defenses, judgments and settlements shall not be included 
in the calculation of the Contractor's Fee or of a Guaranteed Maximum Price, 
if any, and provided that such royalties, fees and costs are not excluded by 
the last sentence of Subparagraph 3.17.1 of the General Conditions or other 
provisions of the Contract Documents.


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

7.1.6  OTHER COSTS

7.1.6.1  Other costs incurred in the performance of the Work if and to the 
extent approved in advance in the writing of the Owner.
 
7.1.6.2  Utility fees including but not limited to water, steam, gas, oil, 
electricity, snow removal, winterizing and temporary toilets; protection and 
altering of public utility; protection and repairs of adjoining property; 
rental property for storage of materials to be incorporated in the Work.

     General Liability insurance charges shall be reimbursed at the rate of 
$8.50 per thousand times the total Cost of the Work per Article 7, including 
Fee.

7.2  EMERGENCIES: REPAIRS TO DAMAGED, DEFECTIVE OR NONCONFORMING WORK

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

7.2.1  In taking action to prevent threatened damage, injury or loss in case 
of an emergency affecting the safety of persons and property, as provided in 
Paragraph 10.3 of the General Conditions.
 
7.2.2  In repairing or correcting Work damaged or improperly executed by 
construction workers in the employ of the Contractor, provided such damage or 
improper execution did not result from the fault or negligence of the 
Contractor or the Contractor's foremen, engineers or superintendents, or other 
supervisory, administrative or managerial personnel of the Contractor.
 
7.2.3  In repairing damaged Work other than that described in Subparagraph 
7.2.2, provided such damage did not result from the fault or negligence of the 
Contractor or the Contractor's personnel, and only to the extent that the cost 
of such repairs is not recoverable by the Contractor from others and the 
Contractor is not compensated therefor by insurance or otherwise.
 
7.2.4  In correcting defective of nonconforming Work performed or supplied by 
a Subcontractor or material supplier and not corrected by them, provided such 
defective or nonconforming Work did not result from the fault of neglect of 
the Contractor of the Contractor's personnel adequately to supervise and 
direct the Work of the Subcontractor or material supplier, and only to the 
extent that the cost of correcting the defective or nonconforming Work is not 
recoverable by the Contractor from the Subcontractor or material supplier.

                                   ARTICLE 8
                          COSTS NOT TO BE REIMBURSED

8.1  The Cost of the Work shall not include:
 
8.1.1  Salaries and other compensation of the Contractor's personnel stationed 
at the Contractor's principal office or offices other than the site office, 
except as specifically provided in Clauses 7.1.1.2 and 7.1.1.3 or as may be 
provided in Article 14.
 
8.1.2  Expenses of the Contractor's principal office and offices other than 
the site office.


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8.1.3  Overhead and general expenses, except as may be expressly included in 
Article 7.
 
8.1.4  The Contractor's capital expenses, including interest on the 
Contractor's capital employed for the Work.
 
8.1.5  Rental costs of machinery and equipment, except as specifically 
provided in Clause 7.1.4.2.
 
8.1.6  Except as provided in Subparagraphs 7.2.2 through 7.2.4 and Paragraph 
13.5 of this Agreement, costs due to the fault or negligence of the 
Contractor, Subcontractors, anyone directly or indirectly employed by any of 
them, or for whose acts any of them may be liable, including but not limited 
to costs for the correction of damaged, defective or nonconforming Work, 
disposal and replacement of materials and equipment incorrectly ordered or 
supplied, and making good damage to property not forming part of the Work.
 
8.1.7  Any cost not specifically and expressly described in Article 7.
 
8.1.8  Costs which would cause the Guaranteed Maximum Price, if any, to be 
exceeded.

                                    ARTICLE 9
                         DISCOUNTS, REBATES AND REFUNDS

9.1  Cash discounts obtained on payments made by the Contractor shall accrue 
to the Owner if (1) before making the payment, the Contractor included them in 
an application for Payment and received payment therefor from the Owner, or 
(2) the Owner has deposited funds with the Contractor with which to make 
payments; otherwise, cash discounts shall accrue to the Contractor.  Trade 
discounts, rebates, refunds and amounts received from sales of surplus 
materials and equipment shall accrue to the Owner, and the Contractor shall 
make provisions so that they can be secured.

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

                                    ARTICLE 10
                         SUBCONTRACTS AND OTHER AGREEMENTS

10.1  Those portions of the Work that the Contractor does not customarily 
perform with the Contractor's own personnel shall be performed under 
subcontracts or by other appropriate agreements with Contractor.  The 
Contractor shall obtain bids from Subcontractors and from suppliers of 
materials or equipment fabricated especially for the Work and shall deliver 
such bids to the Architect.  The Owner will then determine, with the advice of 
the Contractor and subject to the reasonable objection of the Architect, which 
bids will be accepted.  The Owner may designate specific persons or entities 
from whom the Contractor shall obtain bids; however, if a Guaranteed Maximum 
Price has been established, the Owner may not prohibit the Contractor from 
obtaining bids from others.  The Contractor shall not be required to contract 
with anyone to whom the Contractor has reasonable objection.

10.2  If a Guaranteed Maximum Price has been established and a specific bidder 
among those whose bids are delivered by the Contractor to the Architect (1) is 
recommended to the Owner by the Contractor; (2) is qualified to perform that 
portion of the Work; and (3) has submitted a bid which conforms to the 
requirements of the Contract Documents without reservations or exceptions, but 
the Owner required that another bid be accepted; then the Contractor may 


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require that a Change Order be issued to adjust the Guaranteed Maximum Price 
by the difference between the bid of the person or entity recommended to the 
Owner by the Contractor and the amount of the subcontract or other agreement 
actually signed with the person or entity designated by the Owner.

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

10.4  The Owner, Project Consultant, Architect, and Contractor team shall 
jointly determine accepted subcontractor and supplier bidder's lists prior to 
release of specific bid packages.  The Contractor shall prepare initial lists 
for approval/revisions by the team.

                                    ARTICLE 11
                                ACCOUNTING RECORDS

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

                                   ARTICLE 12
                               PROGRESS PAYMENTS

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

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

12.3  Provided and Application for Payment is received by the Architect not 
later than the first day of a month, the Owner shall make payment to the 
Contractor not later than the twenty-fifth day of the same month.  If an 
Application for Payment is received by the Architect after the application 
date fixed above, payment shall be made by the Owner not later than twenty-
five days after the Architect receives the Application for Payment.

12.4  With each Application for Payment, the Contractor shall submit 
supporting records and other evidence as mutually agreed between the Owner or 
Architect and Contractor to demonstrate expenditures incurred.  Additional 
information will be provided to the Owner and Architect by the Contractor, if 
requested.

12.5  CONTRACTS WITH A GUARANTEED MAXIMUM PRICE

12.5.1  Each Application for Payment shall be based upon the most recent 
schedule of values submitted by the Contractor in accordance with the Contract 
Documents.  The schedule of values shall allocate the entire Guaranteed 
Maximum Price among the various portions of the Work, except that the 
Contractor's Fee shall be shown as a single separate item.  The schedule of 
values shall be prepared in such form and supported by such data to 


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substantiate its accuracy as the Architect may require.  This schedule, unless 
objected to by the Architect, shall be used as a basis for reviewing the 
Contractor's Applications for Payment.  

12.5.2  Applications for Payment shall show the percentage completion of each 
portion of the Work as of the end of the period covered by the Application for 
Payment.  The percentage completion shall be the percentage of that portion of 
the Work which has actually been completed.

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

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

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

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

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

12.5.4  Additional retainage, if any, shall be as follows:

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

12.6  CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE

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

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

12.7.2  Add that portion of the Subcontract Sum properly allocable to 
materials and equipment delivered and suitably stored at the site for 
subsequent incorporation in the Work or, if approved in advance by the Owner, 


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suitably stored off the site at a location agreed upon in writing, less 
retainage of five percent (5%).  

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

12.7.4  Subtract amounts, if any, for which the Architect has withheld or 
nullified a Certificate for Payment by the Owner to the Contractor for reasons 
which are the fault of the Subcontractor.

12.7.5  Add, upon Substantial Completion of the entire Work of the Contractor, 
a sum sufficient to increase the total payments to the Subcontractor to one 
hundred percent (100%) of the Subcontract Sum, less amounts, if any, for 
incomplete Work and unsettled claims; and, if final completion of the entire 
Work is thereafter materially delayed through no fault of the Subcontractor, 
add any additional amounts payable on account of Work of the Subcontractor in 
accordance with Subparagraph 9.10.3 of the General Conditions.

12.7.6  Upon written approval by the Owner, the Contractor will be paid for 
and release to subcontractors retention on subcontracts which are completed to 
the satisfaction of the Owner, Project Manager, Architect, and the Contractor. 

(If it is intended, prior to Substantial Completion of the entire Work of the 
Contractor, to reduce or limit the retainage from Subcontractors resulting 
from the percentages inserted in Subparagraphs 12.7.1 and 12.7.2 above, and 
this is not explained elsewhere in the Contract Documents, insert here 
provisions for such reduction or limitation.)

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

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

12.9  In taking action on the Contractor's Applications for Payment, the 
Architect shall be entitled to rely on the accuracy and completeness of the 
information furnished by the Contractor and shall not be deemed to represent 
that the Architect has made a detailed examination, audit or arithmetic 
verification of the documentation submitted in accordance with Paragraph 12.4 
or other supporting data; that the Architect has made exhaustive or continuous 
on-site inspections of that the Architect has made examinations to ascertain 
how or for what purposes the Contractor has used amounts previously paid on 
account of the Contract.  Such examinations, audit and verifications, if 
required by the Owner, will be performed by the Owner's accountants acting in 
the sole interest of the Owner.

                                    ARTICLE 13
                                  FINAL PAYMENT

13.1  Final payment shall be made by the Owner to the Contractor when (1) the 
Contract has been fully performed by the Contractor except for the 
Contractor's responsibility to correct defective or nonconforming Work, as 
provided in Subparagraph 12.2.2 of the General Conditions, and to satisfy 
other requirements, if any, which necessarily survive final payment; (2) a 
final Application for Payment and a final accounting for the Cost of the Work 
have been submitted by the Contractor and reviewed by the Owner's accountants; 
and (3) a final Certificate for Payment has then been issued by the Architect; 
such final payment  shall be made by the Owner not more than 30 days after the 
issuance of the Architect's final Certificate for Payment, or as follows:



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13.2  The amount of the final payment shall be calculated as follows:
 
13.2.1  Take the sum of the Cost of the Work substantiated by the Contractor's 
final accounting and the Contractor's Fee; but not more than the Guaranteed 
Maximum Price, if any.
 
13.2.2  Subtract amounts, if any, for which the Architect withholds, in whole 
or in part, a final Certificate for Payment as provided in Subparagraph 9.5.1 
of the General Conditions or other provisions of the Contract Documents.
 
13.2.3  Subtract the aggregate of previous payments made by the Owner.

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

13.3  The Owner's accountants will review and report in writing on the 
Contractor's final accounting within 30 days after delivery of the final 
accounting to the Architect by the Contractor.  Based upon such Cost of Work 
as the Owner's accountants report to be substantiated by the Contractor's 
final accounting, and provided the other conditions of Paragraph 13.1 have 
been met, the Architect will, within seven days after receipt of the written 
report of the Owner's accountants, either issue to the Owner a final 
Certificate for Payment with a copy to the Contractor, or notify the 
Contractor and Owner in writing of the Architect's reasons for withholding a 
certificate as provided in Subparagraph 9.5.1 of the General Conditions.  The 
time periods stated in this Paragraph 13.3 supersede those stated in 
Subparagraph 9.4.1 of the General Conditions.
 
13.4  If the Owner's accountants report the Cost of the Work as substantiated 
by the Contractor's final accounting to be less than the amount claimed by the 
Contractor, the Contractor shall be entitled to demand arbitration of the 
disputed amount without a further decision by the Architect.  Such demand 
arbitration shall be made by the Contractor within 30 days after the 
Contractor's receipt of a copy of the Architect's final Certificate for 
Payment; failure to demand arbitration within this 30-day period shall result 
in the substantiated amount reported by the Owner's accountants becoming 
binding on the Contractor.  Pending a final resolution by arbitration, the 
Owner shall pay the Contractor the amount certified in the Architect's final 
Certificate for Payment.
 
13.5  If, subsequent to final payment and at the Owner's request, the 
Contractor incurs costs described in Article 7 and not excluded by Article 8 
to correct defective or nonconforming Work, the Owner shall reimburse the 
Contractor such costs and the Contractor's Fee applicable thereto on the same 
basis as if such costs had been incurred prior to final payment, but not in 
excess of the Guaranteed Maximum Price, if any.  If the Contractor has 
participated in savings provided in Paragraph 5.2, the amount of such savings 
shall be recalculated and appropriate credit given to the Owner in determining 
the net amount to be paid by the Owner to the Contractor.

                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

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


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14.2  Payments due and unpaid under the Contract shall bear interest from the 
date payment is due at the rate stated below, or in the absence thereof, at 
the legal rate prevailing from time to time at the place where the Project is 
located.
(Insert rate of interest agreed upon, in any.)

6% per annum

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

14.3  Other provisions:

14.3  The Owner hereby designates Ken Kaplan or other designees as its 
representative, with authority to approve changes in the Work.  Such 
representative shall be reasonably available and, in all cases, such 
representative's signature shall be final and binding on the Owner.  

14.4  Notices required or desired to be made under this Agreement shall, if 
mailed, be mailed to the party at the address set forth above.

                                   ARTICLE 15
                           TERMINATION OR SUSPENSION

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

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

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

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

15.3.2  Add the Contractor's Fee computed upon the Cost of the Work to the 
date of termination at the rate stated in Paragraph 5.1 or, if the 
Contractor's Fee is stated as a fixed sum in that Paragraph, an amount which 
bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time 
of termination bears to a reasonable estimate of the probable Cost of the Work 
upon its completion.

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


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

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

                                    ARTICLE 16
                        ENUMERATION OF CONTRACT DOCUMENTS

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

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

16.1.2  The General Conditions are the General Conditions of the Contract for 
Construction, AIA Document A201, 1987 Edition.

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

Document      Title       Pages

To be Amended to this Contract.

16.1.4  The Specifications are those contained in the Project Manual dated as 
in Paragraph 16.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit attached to this 
Agreement.)

Section        Title       Pages

To be Amended to this Contract.

16.1.5  The Drawings are as follows, and are dated	unless a different date 
is shown below:
(Either list the Drawings here or refer to an exhibit attached to this 
Agreement.)
Number        Title       Date

To be Amended to this Contract.

16.1.6  The Addenda, if any, are as follows:

Number         Date      Pages


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To be Amended to this Contract.

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

16.1.7  Other Documents, if any, forming part of the Contract Documents are as 
follows:
(List here any additional documents which are intended to form part of the 
Contract Documents.  The General Conditions provide that bidding requirements 
such as advertisement or invitation to bid, Instructions to Bidders, sample 
forms and the Contractor's bid are not part of the Contract Documents unless 
enumerated in the Agreement.  They should be listed here only if intended to 
be part of the Contract Documents.)

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

OWNER                                CONTRACTOR
MICROWARE SYSTEMS CORPORATION        THE WEITZ COMPANY, INC.


/S/ KENNETH B. KAPLAN                /S/ JAMES P. SIMMONS
------------------------------       -----------------------------
(Signature)                          (Signature)


                                     James P. Simmons
                                     President, Iowa Division
                                     (Printed name and title)

(Printed name and title)


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