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                  AIA DOCUMENT A131/CMC AND AGC DOCUMENT 566

                      STANDARD FORM OF AGREEMENT BETWEEN
                        OWNER AND CONSTRUCTION MANAGER

  WHERE THE CONSTRUCTION MANAGER IS ALSO THE CONSTRUCTOR; AND WHERE THE BASIS
  OF PAYMENT IS THE COST OF THE WORK PLUS A FEE AND THERE IS NO GUARANTEE OF 
  COST.

                                 1994 EDITION

     THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN
     ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION

    THE 1987 EDITION OF AIA DOCUMENT A201, GENERAL CONDITIONS OF THE CONTRACT
    FOR CONSTRUCTION, IS REFERRED TO HEREIN. 
    THIS AGREEMENT REQUIRES MODIFICATION IF OTHER GENERAL CONDITIONS ARE
    UTILIZED.
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AGREEMENT

made as of the     1st  day of    June in the year of 1996
(IN WORDS, INDICATE DAY, MONTH AND YEAR)

BETWEEN the Owner:                     Lifecore Biomedical, Inc.
(NAME AND ADDRESS)                     3515 Lyman Blvd.
                                       Chaska, MN 55318-3051

and 
the Construction Manager:              Marshall Contractors, Inc.
(NAME AND ADDRESS)                     2690 Perimeter Center East
                                       Atlanta, GA 30346

The Project is:
(NAME, ADDRESS AND BRIEF DESCRIPTION)  Phase 1-C:
                                       Phase 2-A:
                                       Phase 2-B:
                                       Phase 2-C: 
                                       Lifecore headquarters in Chaska, MN

The Architect is:                      Facility Planning & Resources
(NAME AND ADDRESS)                     2101 Greentree Road
                                       Pittsburgh, PA 15220

The Owner and Construction Manager agree as set forth below.

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THIS DOCUMENT IS MODIFIED FROM THE AIA DOCUMENT 131/CMC AND AGC DOCUMENT 566-
1991 EDITION -AIA @1991-AGC@1991

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                               TABLE OF CONTENTS
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ARTICLE 1     GENERAL PROVISIONS

        1.1   Relationship of Parties
        1.2   General Conditions
        1.3   Contract Sum, Contract Time and Changes in the Work

ARTICLE 2     CONSTRUCTION MANAGER'S RESPONSIBILITIES

        2.1   Preconstruction Phase
        2.2   Control Estimate and Contract Time
        2.3   Construction Phase
        2.4   Professional Services
        2.5   Unsafe Materials

ARTICLE 3     OWNER'S RESPONSIBILITIES

        3.1   Information and Services
        3.2   Owner's Designated Representative
        3.3   Architect
        3.4   Legal Requirements

ARTICLE 4     COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

        4.1   Compensation
        4.2   Payments

ARTICLE 5     COMPENSATION FOR CONSTRUCTION PHASE SERVICES

        5.1   Compensation
        5.2   Change in the Work

ARTICLE 6     COST OF THE WORK FOR CONSTRUCTION PHASE

        6.1   Costs To Be Reimbursed
        6.2   Costs Not To Be Reimbursed
        6.3   Discounts, Rebates and Refunds
        6.4   Accounting Records

ARTICLE 7     CONSTRUCTION PHASE PAYMENTS

        7.1   Progress Payments
        7.2   Final Payment

ARTICLE 8     INSURANCE AND BONDS

        8.1   Insurance Required of the Construction Manager
        8.2   Insurance Required of the Owner
        8.3   Performance Bond and Payment Bond

ARTICLE 9     MISCELLANEOUS PROVISIONS

        9.1   Dispute Resolution for the Preconstruction Phase
        9.2   Dispute Resolution for the Construction Phase
        9.3   Other Provisions

ARTICLE 10    TERMINATION OR SUSPENSION

        10.1  Termination Prior to the Owner's Approval of the Control Estimate
        10.2  Termination Subsequent to the Owner's Approval of the Control 
                   Estimate
        10.3  Notice of Termination
        10.4  Suspension

ARTICLE 11    OTHER CONDITIONS AND SERVICES


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<PAGE>

          STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONSTRUCTION
       MANAGER WHERE THE CONSTRUCTION MANAGER IS ALSO THE CONSTRUCTOR


                                  ARTICLE 1
                                  
                             GENERAL PROVISIONS

1.1  RELATIONSHIP OF PARTIES

The Construction Manager accepts the relationship of trust and confidence
established with the Owner by this Agreement, and covenants with the Owner to 
furnish the Construction Manager's reasonable skill and judgment and to 
cooperate with the Architect in furthering the interests of the Owner.  The 
Construction Manager shall furnish construction administration and management
services and use the Construction Manager's best efforts to perform the Project
in an expeditious and economical manner consistent with the interests of the
Owner.  The Owner shall endeavor to promote harmony and cooperation among the 
Owner, Architect, Construction Manager and other persons or entities employed by
the Owner for the Project.

1.2  GENERAL CONDITIONS

For the Construction Phase, the General Conditions of the Contract shall be the 
1987 Edition of AIA Document A201, General Conditions of the Contract for 
Construction, as modified by the parties, which is incorporated herein by
reference and attached hereto as Exhibit "A" and which shall apply except as 
specifically noted in this Agreement.  For the Preconstruction Phase, including 
Preconstruction Phase activities which proceed concurrently with the 
Construction Phase, AIA Document A201 shall not apply except as specifically 
provided in this Agreement.  If anything in AIA Document A201 is inconsistent 
with or is modified by this Agreement, this Agreement shall govern. 
Modifications of AIA Document A201 by this Agreement shall not apply to 
Subcontractors except as provided in Paragraph 2.5 of this Agreement. The term 
"Contractor" as used in AIA Document A201 shall mean the Construction Manager.

1.3  CONTRACT SUM, CONTRACT TIME AND CHANGES IN THE WORK

The Contract Sum is the total Cost of the Work as described in Article 6, 
plus the Construction Manager's Fee as set forth in Article 5. The Contract 
Time is the duration from the date of commencement of the Construction Phase 
until the date of Substantial Completion.  Changes in the Work shall be 
governed by Paragraph 5.2 of this Agreement and not by Article 7 of AIA 
Document A201.  If, however, the Contract Time has been established in 
accordance with Clause 2.2.4.5 of this Agreement, adjustments to the Contract 
Time shall be made in accordance with Article 7 of AIA Document A201.

                                  ARTICLE 2
                                  
                    CONSTRUCTION MANAGER'S RESPONSIBILITIES

The Construction Manager shall perform the services described in this Article.  
The services to be provided under Paragraphs 2.1 and 2.2 constitute the 
Preconstruction Phase services. The Construction Phase may commence before the
Preconstruction Phase is completed, in which case both phases will proceed 
concurrently.

2.1      PRECONSTRUCTION PHASE

2.1.1    PRELIMINARY EVALUATION

The Construction Manager shall provide a preliminary evaluation of the Owner's
program, Project budget and schedule requirements, each in terms of the other.

2.1.2    CONSULTATION

The Construction Manager with the Architect shall jointly schedule and attend 
regular meetings with the Owner and Architect.  The Construction Manager shall 
consult with the Owner and Architect regarding site use and improvements, and 
the selection of materials, building systems and equipment.  The Construction 
Manager shall provide recommendations on construction feasibility; actions 
designed to minimize adverse effects of labor or material shortages; time 
requirements for procurement, installation and construction completion; and 
factors related to construction cost including estimates of alternative designs 
or materials, preliminary budgets and possible economies.

2.1.3    PRELIMINARY PROJECT SCHEDULE

When Project requirements described in Subparagraph 3.1.1 have been sufficiently
identified, the Construction Manager shall prepare, and periodically update, a
preliminary Project schedule for the Architect's review and the Owner's approval
of the portion of the preliminary Project schedule relating to the performance 
of the Architect's services.  The Construction Manager shall coordinate and 
integrate the preliminary Project schedule with the services and activities of 
the Owner, Architect and Construction Manager.  As design proceeds, the 
preliminary Project schedule shall be updated to indicate proposed activity
sequences and durations, milestone dates for receipt and approval of pertinent
information, submittal of the Control Estimate, preparation and processing of 
shop drawings and samples, delivery of materials or equipment requiring 
long-lead time procurement, Owner's occupancy requirements showing portions of 
the Project having occupancy priority, and estimated date of Substantial 
Completion.  If preliminary Project schedule updates indicate that previously 
approved schedules may not be met, the Construction Manager shall make 
appropriate recommendations to the Owner and Architect.

2.1.4    PHASED CONSTRUCTION

The Construction Manager shall make recommendations to the Owner and Architect 
regarding the phased issuance of Drawings and Specifications to facilitate 
phased construction of the Work, if such phased construction is appropriate for
the Project, taking into consideration such factors as economies, time of 
performance, availability of labor and materials, and provisions for temporary 
facilities.

2.1.5    PRELIMINARY COST ESTIMATES

2.1.5.1  When the Owner has sufficiently identified the Project requirements and
the Architect has prepared other basic design criteria, the Construction manager
shall prepare, for the review of the Architect and approval of the Owner, a 
preliminary cost estimate utilizing area, volume or similar conceptual 
estimating techniques.


                                       3
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2.1.5.2  When Schematic Design Documents have been prepared by the Architect and
approved by the Owner, the Construction Manager shall prepare for the review of 
the Architect and approval of the Owner, a more detailed estimate with 
supporting data.  During the preparation of the Design Development Documents, 
the Construction Manager shall update and refine this estimate at appropriate 
intervals agreed to by the Owner, Architect and Construction Manager.

2.1.5.3  When Design Development Documents have been prepared by the Architect 
and approved by the Owner, the Construction Manger shall prepare a detailed 
estimate with supporting data for review by the Architect and approval by the 
Owner.  During the preparation of the Construction Documents, the Construction
Manager shall update and refine this estimate at appropriate intervals agreed to
by the Owner, Architect and Construction Manger.

2.1.5.4  If any estimate submitted to the Owner exceeds previously approved 
estimates or the Owner's budget, the Construction Manager shall make appropriate
recommendations to the Owner and Architect.

2.1.6    SUBCONTRACTORS AND SUPPLIERS

The Construction Manager shall seek to develop subcontractor interest in the 
Project and shall furnish to the Owner and Architect for their information a 
list of possible subcontractors, including suppliers who are to furnish 
materials or equipment fabricated to a special design, from whom proposals will 
be requested for each principal portion of the Work.  The Architect will 
promptly reply in writing to the Construction Manager if the Architect or Owner 
know of any objection to such subcontractor or supplier. The receipt of such 
list shall not require the Owner or Architect to investigate the qualifications 
of proposed subcontractors or suppliers, nor shall it waive the right of the 
Owner or Architect later to object to or reject any proposed subcontractor or
supplier.

2.1.7    LONG-LEAD TIME ITEMS

The Construction Manager shall recommend to the Owner and Architect a 
schedule for procurement of long-lead time items which will constitute part 
of the Work as required to meet the Project schedule. Upon the Owner's 
approval of the Control Estimate, all contracts for such items shall be 
assigned by the Owner to the Construction Manager, who shall accept 
responsibility for such items as if procured by the Construction Manager.  
The Construction Manager shall expedite the delivery of long-lead time items.

2.1.8    EXTENT OF RESPONSIBILITY

The Construction Manager agrees to exercise reasonable skill and judgment in 
the preparation of schedules and estimates, but does not warrant or guarantee 
any schedules or estimates or line items within such estimates, even though 
approved by the Owner, including the Control Estimate and the estimated date 
of Substantial Completion, except as otherwise provided under Clause 2.2.4.5. 
The recommendations and advice of the Construction Manager concerning design 
alternatives shall be subject to the review and approval of the Owner and the 
Owner's professional consultants.  It is not the Construction Manager's 
responsibility to ascertain that the Drawings and Specifications are in 
accordance with applicable laws, statutes, ordinances, building codes, rules 
and regulations.  However, if the Construction Manager recognizes that 
portions of the Drawings and Specifications are at variance, the Construction 
Manager shall promptly notify the Architect and Owner in writing.

2.1.9    EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION

The Construction Manager shall comply with applicable laws, regulations and 
special requirements of the Contract Documents regarding equal employment 
opportunity and affirmative action programs.

2.2      CONTROL ESTIMATE AND CONTRACT TIME

2.2.1    In accordance with the preliminary Project schedule established in 
Subparagraph 2.1.3, the Construction Manager shall prepare and submit to the 
Owner in writing a Control Estimate using current information to update the 
most recently prepared Preliminary Estimate.  The Control Estimate shall be 
the sum of the then-estimated Cost of the Work and the Construction Manager's 
Fee, and is the estimate against which actual costs will be measured.

2.2.2    The Construction Manager shall develop and implement a detailed 
system of cost control that will provide the Owner with timely information as 
to the anticipated total Cost of the Work.  The cost control system shall 
compare the Control Estimate with the actual cost for activities in progress 
and estimates for uncompleted tasks and proposed changes.  This information 
shall be reported to the Owner in writing at mutually agreeable intervals.

2.2.3    As the Drawings and Specifications may not be finished at the time 
the Control Estimate is prepared, the Construction Manager shall provide in 
the Control Estimate for further development of the Drawings and 
Specifications of the Architect that is consistent with the Contract 
Documents and reasonably inferable therefrom.  Such further development does 
not include such things as changes in scope, systems, kinds and quality of 
materials, finishes or equipment.

2.2.4    The Control Estimate shall include:

     .1  A list of the Drawing and Specifications, including all addenda thereto
         and the Conditions of the Contract.

     .2  A list of the clarifications and assumptions made by the Construction 
         Manager in the preparation of the Control Estimate to supplement the 
         information contained in the Drawings and Specifications.

     .3  A statement of the estimated Cost of the work organized by trade 
         categories or systems, and the Construction Manager's fee.

     .4  A statement of the actual or estimated date of commencement of the
         Construction Phase and the estimated date of Substantial Completion, 
         with a schedule of the construction documents issuance dates upon which
         the estimated date of Substantial Completion is based.

     .5  A statement as to whether or not the duration from the stated date of
         commencement of the Construction Phase to the estimated date of
         Substantial Completion shall become the Contract Time and be subject to
         the provisions of Article 8 of AIA Document A201.

2.2.5     The Construction Manager shall meet with the Owner and Architect to 
review the Control Estimate.  In the event that the Owner or Architect 
discover any inconsistencies or inaccuracies in the information presented, 
they shall promptly notify the Construction Manager, who shall make 
appropriate adjustments to the Control Estimate.  When the Control Estimate 
is acceptable to the Owner, the Owner shall approve it in writing.


                                       4
<PAGE>

2.2.6     Upon the Owner's approval of the Control Estimate, the Contract 
Documents shall consist of (1) this Agreement, (2) AIA Document A201 and 
other documents referred to in this Agreement, (3) the documents enumerated 
in Clause 2.2.4 with the adjustments described in Clause 2.2.5, and (4) 
Modifications issued subsequent to the Owner's approval of the Control 
Estimate.  If anything in the other Contract Documents is inconsistent with 
this Agreement, this Agreement shall govern.

2.2.7     The Owner shall authorize and cause the Architect to revise the 
Drawings and Specifications to the extent necessary to reflect the agreed 
upon assumptions and clarifications on which the Control Estimate is based. 
Such revised Drawings and Specifications shall be furnished to the 
Construction Manager in accordance with schedules agreed to by the Owner, 
Architect, and Construction Manager.  The Construction Manager shall promptly 
notify the Architect and Owner if such revised Drawings and Specifications 
are inconsistent with the agreed upon assumptions and clarifications.

2.3  CONSTRUCTION PHASE

2.3.1    GENERAL

2.3.1.1  The Construction Phase shall commence on the earlier of:

     .1  the Owner's approval of the Control Estimate and issuance of a Notice 
         to Proceed; or

     .2  the Owner's first authorization to the Construction Manager to award a
         subcontract, or to undertake a portion of the Work with the 
         Construction Manager's own forces, or to issue a purchase order for
         materials or equipment required for the Work.

2.3.1.2   For purposes of Subparagraph 8.1.2 of AIA Document A201, the date 
of commencement of the Work shall mean the date of commencement of the 
Construction Phase.

2.3.1.3   Prior to the Owner's approval of the Construction Manager's Control 
Estimate and issuance of a Notice to Proceed, the Construction Manager shall 
not incur any cost to be reimbursed as part of the Cost of the Work, except 
as the Owner may specifically authorize in writing.

2.3.2     ADMINISTRATION

2.3.2.1   Those portions of the Work that the Construction Manager does not 
customarily perform with the Construction Manager's own personnel shall be 
performed under subcontracts or by other appropriate agreements with the 
Construction Manager.  The Construction Manager shall obtain bids from 
Subcontractors and from suppliers of materials or equipment fabricated to a 
special design for the Work from the list previously reviewed and, after 
analyzing such bids, shall deliver such bids to the Owner and Architect.  The 
Owner will then determine, with the advice of the Construction Manager 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 
Construction Manager shall obtain bids.  The Construction Manager shall not 
be required to contract with anyone to whom the Construction Manager has 
reasonable objection.

2.3.2.2   Subcontracts and agreements with suppliers furnishing materials or 
equipment fabricated to a special design shall conform to the payment 
provisions of Subparagraphs 7.1.8 and 7.1.9 and shall not be awarded on the 
basis of cost plus a fee without the prior consent of the Owner.

2.3.2.3   The Construction Manager shall schedule and conduct meetings at 
which the Owner, Architect, Construction Manager and appropriate 
Subcontractors can discuss the status of the Work.  The Construction Manager 
shall prepare and promptly distribute meeting minutes.

2.3.2.4   Promptly after the Owner's approval of the Control Estimate, the 
Construction Manager shall prepare a schedule in accordance with Paragraph 
3.10 of AIA Document A201, and the following requirements: The construction 
schedule shall be in a detailed precedence-style critical path method (CPM) 
or primavera type format satisfactory to the Owner and the Architect which 
shall also: (1) provide a graphic representation of all activities and events 
that will occur during performance of the Work; (2) identify each phase of 
construction and occupancy; and (3) set forth dates that are critical in 
ensuring the timely and orderly completion of the Work in accordance with the 
requirements of the Contract Documents and Exhibit "B".  Upon review and 
acceptance by the Owner and the Architect, the construction schedule shall be 
deemed part of the Contract Documents and attached to the Agreement as 
Exhibit B.  If not accepted, the construction schedule shall be promptly 
revised by the Contractor in accordance with the recommendations of the Owner 
and the Architect and re-submitted for acceptance.  The Contractor shall 
monitor the progress of the Work for conformance with the requirements of the 
construction schedule and shall promptly advise the Owner of any delays or 
potential delays. The accepted construction schedule shall be updated to 
reflect actual conditions as set forth in General Conditions, Paragraph 
3.10.1 or, if requested by Owner.  In the event any progress report indicates 
any delays, the Contractor shall propose an affirmative plan to correct the 
delay, including overtime and/or additional labor, if necessary.  In no event 
shall any progress report constitute an adjustment in the Contract Time, any 
Milestone Date or the Contract Sum unless any such adjustment is agreed to by 
the Owner and authorized pursuant to Change Order.

2.3.2.5   The Construction Manager shall provide monthly written reports to 
the Owner and Architect on the progress of the entire Work.  The Construction 
Manager shall maintain a daily log containing a record of weather, 
Subcontractors working on the site, number of workers, Work accomplished, 
problems encountered and other similar relevant data as the Owner may 
reasonably require.  The log shall be available to the Owner and Architect.

2.4  PROFESSIONAL SERVICES

The Construction Manager shall not be required to provide professional 
services which constitute the practice of architecture or engineering, unless 
such services are specifically required by the Contract Documents for a 
portion of the Work or unless the Construction Manager has specifically 
agreed in writing to provide such services.  In such event, the Construction 
Manager shall cause such services to be performed by appropriately licensed 
professionals.

2.5  UNSAFE MATERIALS

In addition to the provisions of Paragraph 10.1 in AIA Document A201, if 
reasonable precautions will be inadequate to prevent foreseeable bodily 
injury or death to persons resulting from a material or substance encountered 
but not created on the site by the Construction Manager, the Construction 
Manager shall, upon recognizing the condition, immediately stop work in the 
affected area and report the condition to the Owner and Architect in writing. 
The Owner, Construction Manager and Architect shall then proceed in the same 
manner described in Subparagraph 10.1.2 of AIA Document A201.  The Owner 
shall be responsible for obtaining the


                                       5
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services of a licensed laboratory to verify the presence or absence of the 
material of substance reported by the Construction Manager and, in the event 
such material or substance is found to be present, to verify that it has been 
rendered harmless. 

                                   ARTICLE 3
                                   ---------
                           OWNER'S RESPONSIBILITIES

3.1  INFORMATION AND SERVICES

3.1.1     The Owner shall provide full information in a timely manner 
regarding the requirements of the Project, including a program which sets 
forth the Owner's objectives, constraints and criteria, including space 
requirements and relationships, flexibility and expandability requirements, 
special equipment and systems, and site requirements.

3.1.2     The Owner, upon written request from the Construction Manager, 
shall furnish evidence of Project financing prior to the start of the 
Construction Phase.  Furnishing of such evidence shall be a condition 
precedent to commencement of the Work.

3.1.3     The Owner shall establish and update an overall budget for the 
Project, based on consultation with the Construction Manager and Architect, 
which shall include contingencies for changes in the Work and other costs 
which are the responsibility of the Owner.

3.1.4  STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS

In the Preconstruction Phase, the Owner shall furnish the following with 
reasonable promptness and at the Owner's expense:

3.1.4.1   Reports, surveys, drawings and tests concerning the conditions of 
the site which are required by law.

3.1.4.2   Surveys describing physical characteristics, legal limitations and 
utility locations for the site of the Project, and a written legal 
description of the site.  The surveys and legal information shall include, as 
applicable, grades and lines of streets, alleys, pavements and adjoining 
property and structures; adjacent drainage; rights-of-way, restrictions, 
easements, encroachments, zoning, deed restrictions, boundaries and contours 
of the site; locations, dimensions and necessary data pertaining to existing 
buildings, other improvements and trees; and information concerning available 
utility services and lines, both public and private, above and below grade, 
including inverts and depths. All information on the survey shall be 
referenced to a project benchmark.

3.1.4.3   The services of a geotechnical engineer when such services are 
requested by the Construction Manager.  Such services may include but are not 
limited to test borings, test pits, determinations of soil bearing values, 
percolation tests, evaluations of hazardous materials, ground corrosion and 
resistivity tests, including necessary operations for anticipating subsoil 
conditions, with reports and appropriate professional recommendations.

3.1.4.4   Structural, mechanical, chemical, air and water pollution tests, 
tests for hazardous materials, and other laboratory and environmental tests, 
inspections and reports which are required by law.

3.1.4.5   The services of other consultants when such services are reasonably 
required by the scope of the Project and are requested by the Construction 
Manager. 

The Construction Manager shall be entitled to rely upon the accuracy of such 
information, reports, surveys, drawings and tests described in Clauses 
3.1.4.1 through 3.1.4.5, except to the extent that the Construction Manager 
knows of any inaccuracy.

3.2  OWNER'S DESIGNATED REPRESENTATIVE

The Owner's representative is Robert McCollough, who  shall have express 
authority to bind the Owner with respect to all matters requiring the Owner's 
approval or authorization. This representative shall have the authority to 
make decisions on behalf of the Owner concerning estimates and schedules, 
construction budgets, and changes in the Work, and shall render such 
decisions promptly and furnish information expeditiously, so as to avoid the 
unreasonable delay in the services or Work of the Construction Manager. The 
Owner may designate another or additional representatives upon written notice 
to Construction Manager.

3.3  ARCHITECT

The Owner shall retain an Architect to provide Basic Services, including 
normal structural, mechanical, electrical engineering services, other than 
cost estimating services, described in the edition of AIA Document B141 
current as of the date of this Agreement.  The Owner shall authorize and 
cause the Architect to provide those Additional Services described in AIA 
Document B141 requested by the Construction Manager which must necessarily be 
provided by the Architect for the Preconstruction and Construction Phases of 
the Work.  Such services shall be provided in accordance with timely 
schedules agreed to by the Owner, Architect and Construction Manager.  Upon 
request of the Construction Manager, the Owner shall furnish to the 
Construction Manager a copy of the Owner's Agreement with the Architect, from 
which compensation provisions may be deleted.

                                   ARTICLE 4
<PAGE>

         COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

The Owner shall compensate and make payments to the Construction Manager for
Preconstruction Phase services as follows:

4.1 COMPENSATION

4.1.1    For the services described in Paragraphs 2.1 and 2.2, the Construction
         Manager's compensation shall be calculated as follows:

         At actual cost for personnel included in the Cost of the Work as 
         defined herein, plus reimbursable costs as set forth in Article 6, plus
         a fee equal to  % of the sum of such costs.

4.1.2    Compensation for Preconstruction Phase Services shall be equitably
adjusted if such services extend beyond two years from the date of this
Agreement or if the originally contemplated scope of services is significantly
modified.

4.2  PAYMENTS

4.2.1    Payments shall be made monthly following presentation of the
Construction Manager's invoice and, where applicable, shall be in proportion to
services performed.

4.2.2    Payments are due and payable thirty (30) days from the date the
Construction Manager's invoice is received by the Owner.  Amounts unpaid after
the date on which payment is due will bear interest of eight percent (8%) per
annum.

                                   ARTICLE 5
                                   ---------
                 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

The Owner shall compensate the Construction Manager for Construction Phase
services as follows:

5.1  COMPENSATION

5.1.1  For the Construction Manager's performance of the Work as described in
Paragraph 2.3, the Owner shall pay the Construction Manager in current funds the
Contract Sum consisting of the Cost of the Work as defined in Article 6 and the
Construction Manager's Fee determined as follows: A Fee equal to % of the Cost
of the Work.

5.2  CHANGES IN THE WORK

5.2.1    The Owner may, without invalidating the Contract, order changes in the
Work within the general scope of the Contract consisting of additions, deletions
or other revisions.  The Architect may make minor changes in the Work as
provided in Paragraph 7.4 of AIA Document A201.

5.2.2    Increased costs for the items set forth in Article 6 which result from
changes in the Work shall become part of the Cost of the Work, and the
Construction Manager's Fee shall be adjusted if provided in Paragraph 5.1.

5.2.3    If the Construction Manager receives any drawings, specifications,
interpretations or instructions from the Owner or Architect which are
inconsistent with the Contract Documents, or encounters unanticipated
conditions, any of which will result in a significant change in the cost, scope
or estimated date of Substantial Completion in comparison with the Control
Estimate, the Construction Manager shall promptly notify the Owner and Architect
in writing and shall not proceed with the affected work until further written
instructions are received from the Owner and Architect.

                                   ARTICLE 6
                                   ---------
                   COST OF THE WORK FOR CONSTRUCTION PHASE

6.1  COSTS TO BE REIMBURSED

6.1.1    The term "Cost of the Work" shall mean costs necessarily incurred by 
the Construction Manager in the proper performance of the Work.  Such costs 
shall be at rates not higher than those customarily paid at the place of the 
Project except with prior consent to the Owner.  The Cost of the Work shall 
include only the items set forth in this Article 6.

6.1.2  LABOR COSTS

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

    .2   Wages or salaries of the Construction Manager's supervisory and
         administrative personnel when stationed at the site with the Owner's 
         agreement at actual cost.

    .3   Wages and salaries of the Construction Manager'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, and estimating, safety supervision,
         purchasing, scheduling and cost engineering staff located in 
         Construction Manager's home office, but only for that portion of their 
         time required for the Work, at actual cost.

    .4   Costs paid or incurred by the Construction Manager 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,


                                       7
<PAGE>

         medical and health benefits, holidays, vacations and pensions, provided
         that such costs are based on wages and salaries included in the Cost of
         the Work under Clause 6.1.2.1.

6.1.3     SUBCONTRACT COSTS

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

6.1.4     COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED 
          CONSTRUCTION

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

    .2   Costs of materials described in the preceding Clause 6.1.4.1 in excess
         of those actually installed but required to provide reasonable 
         allowance for waste and for spoilage. Unused excess materials, if any, 
         shall be handed over to the Owner at the completion of the Work or, at 
         the Owner's option, shall be sold by the Construction Manager; amounts 
         realized, if any, from such sales shall be credited to the Owner as a 
         deduction from the Cost of the Work.

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

    .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 Construction Manager
         at the site and fully consumed in the performance of the Work; and cost
         less salvage value on such items if not fully consumed, whether sold to
         others or retained by the Construction Manager.  Cost for items 
         previously used by the Construction Manager shall mean fair market 
         value.

    .2   Rental charges for temporary facilities, machinery, equipment, and
         hand tools not customarily owned by the construction workers, which are
         provided by the Construction Manager at the site, whether rented from 
         the Construction Manager 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.  Rental charges for Contractor-owned
         equipment shall not exceed 75% of the then current monthly rate set 
         forth in the Rental Blue Book for Construction Equipment published by 
         the Equipment Guide Book Company.

    .3   Costs of removal of debris from the site.

    .4   Reproduction costs, costs of telegrams, facsimile transmissions and
         long-distance telephone calls, postage and express delivery charges, 
         telephone at the site and reasonable petty cash expenses of the site 
         office.

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

6.1.6    MISCELLANEOUS COSTS

    .1   That portion directly attributable to this Contract of premiums for
         insurance required of Construction Manager pursuant to the Contract 
         Documents and the deductible portion of any losses under the Builder's 
         Risk Insurance (not to exceed $5,000 per loss).

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

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

    .4   Fees of testing laboratories for tests required by the Contract
         Documents, except those related to nonconforming Work other than that 
         for which payment is permitted by Clause 6.1.8.2.

    .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 or other 
         intellectual property rights arising from such requirement by the 
         Contract Documents; payments made in accordance with legal judgments
         against the Construction Manager resulting from such suits or claims 
         and payments of settlements made with the Owner's consent; provided, 
         however, that such costs of legal defenses, judgment and settlements 
         shall not be included in the calculation of the Construction Manager's 
         Fee and provided that such royalties, fees and costs are not excluded 
         by the last sentence of Subparagraph 3.17.1 of AIA Document A201 or 
         other provisions of the Contract Documents.

    .6   Data processing costs related to the Work.

    .7   Deposits lost for causes other than the Construction Manager's
         negligence or failure to fulfill a specific responsibility to the Owner
         set forth in this Agreement.

    .8   With the Owner's prior written permission, legal, mediation and
         arbitration costs, other than those arising from disputes between the 
         Owner and Construction Manager, reasonably incurred by the Construction
         Manager in the performance of the Work.

    .9   Expenses incurred in accordance with the Construction Manager's
         standard personnel policy for relocation and temporary living 
         allowances of personnel required for the Work, in case it is necessary 
         to relocate such personnel from distant locations.

6.1.7    OTHER COSTS

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


                                       8
<PAGE>

6.1.8    EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK

The Cost of the Work shall also include costs described in Subparagraph 6.1.1
which are incurred by the Construction Manager:

    .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 AIA Document A201.

    .2   In repairing or correcting damaged or nonconforming Work executed by
         the Construction Manager or the Construction Manager's Subcontractors 
         or suppliers, provided that such damaged or nonconforming Work was not 
         caused by the negligence or failure to comply with the requirements of 
         the Contract Documents of the Construction Manager or the Construction 
         Manager's foremen, engineers or superintendents, or other supervisory, 
         administrative or managerial personnel of the Construction Manager, or
         the failure of the Construction Manager's personnel to supervise 
         adequately the Work of the Subcontractors or suppliers, and only to the
         extent that the cost of repair or correction is not recoverable by the
         Construction Manager from insurance, Subcontractors or  suppliers.

6.1.9    The costs described in Subparagraphs 6.1.1 through 6.1.8 shall be
included in the Cost of the Work, notwithstanding any provision of AIA Document
A201 or other Conditions of the Contract which may require the Construction
Manager to pay such costs, unless such costs are excluded by the provisions of
Paragraph 6.2.

6.2      COSTS NOT TO BE REIMBURSED

6.2.1    The Cost of the Work shall not include:

    .1   Salaries and other compensation of the Construction Manager's
         personnel stationed at the Construction Manager's principal office or 
         offices other than the site office, except as specifically provided in 
         Clauses 6.1.2.1 through 6.1.2.3.

    .2   Expenses of the Construction Manager's principal office and offices
         other than the site office except as specifically provided in Paragraph
         6.1.

    .3   Overhead and general expenses, except as may be expressly included in
         Paragraph 6.1.

    .4   The Construction Manager's capital expenses, including interest on the
         Construction Manager's capital employed for the Work.

    .5   Rental costs of machinery and equipment, except as specifically
         provided in Subparagraph 6.1.5.2.

    .6   Except as provided in Clause 6.1.8.2, costs due to the negligence of
         the Construction Manager or to the failure of the Construction Manager 
         to comply with the Contract Documents.

    .7   Costs incurred in the performance of Preconstruction Phase Services.

    .8   Except as provided in Clause 6.1.7.1, any cost not specifically and
         expressly described in Paragraph 6.1.

6.3  DISCOUNTS, REBATES AND REFUNDS

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

6.3.2    Amounts which accrue to the Owner in accordance with the provisions of
Subparagraph 6.3.1 shall be credited to the Owner as a deduction from the Cost
of the Work.

6.4  ACCOUNTING RECORDS

6.4.1    The Construction Manager 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.  At any time, upon reasonable notice, the Owner and the Owner's
accountants shall be afforded access to the Construction Manager's records,
books, correspondence, instructions, drawings, receipts, subcontracts, purchase
orders, vouchers, memoranda and other data relating to this Project, and the
Construction Manager shall preserve these for a period of three years after
final payment, or for such longer period as may be required by law.


                                   ARTICLE 7
                                   ---------
                          CONSTRUCTION PHASE PAYMENTS

7.1  PROGRESS PAYMENTS

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

7.1.2    The period covered by each Application for Payment shall be one
calendar month ending on the last day of the month.

7.1.3    Provided an Application for Payment is received by the Architect not
later than the 15th day of a month, the Owner shall make payment to the
Construction Manager not later than the 15th day of the following month.  If an
Application for Payment is received by the


                                       9
<PAGE>

Architect after the application date fixed above, payment shall be made by 
the Owner not later than forty-five days after the Architect receives the 
Application for Payment.

7.1.4    With each Application for Payment, the Construction Manager shall
submit payrolls, petty cash accounts, receipted invoices or invoices with check
vouchers attached, and any other evidence required by the Owner to demonstrate
that cash disbursements already made by the Construction Manager on account of
the Cost of the Work equal or exceed (1) progress payments already received by
the Construction Manager; less (2) that portion of those payments attributable
to the Construction Manager's Fee; plus (3) payrolls for the period covered by
the present Application for Payment.

7.1.5    Applications for Payment shall show the Cost of the Work actually
incurred by the Construction Manager through the end of the period covered by
the Application for Payment and for which the Construction Manager has made or
intends to make actual payment prior to the next Application for Payment.

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

    .1   Take the Cost of the Work as described in Subparagraph 7.1.5.

    .2   Add the Construction Manager's Fee, less retainage of ten percent 
         (10%).  The Construction Manager's Fee shall be computed upon the Cost
         of the Work described in the preceding Clause 7.1.6.1 at the rate 
         stated in Paragraph 5.1 or, if the Construction Manager'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 in the preceding 
         Clause bears to a reasonable estimate of the probable Cost of the Work
         upon its completion.

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

    .4   Subtract the shortfall, if any, indicated by the Construction Manager
         in the documentation required by Subparagraph 7.1.4 or to substantiate 
         prior Applications for Payment or resulting from errors subsequently 
         discovered by the Owner's accountants in such documentation.

    .5   Subtract amounts, if any, for which the Architect has withheld or
         withdrawn a Certificate for Payment as provided in the Contract 
         Documents.

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

         Ten percent to Substantial Completion, except as otherwise agreed to 
         by Owner.  Five percent to Final Completion.

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

    .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 ten percent 
         (10%).  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 AIA Document A201 even 
         thought the Subcontract Sum has not yet been adjusted by Change 
         Order.

    .2   Add that portion of the Subcontract Sum properly allocable to 
         materials and equipment delivered and suitably stored at the site 
         for subsequent incorporation in the Work or, if approved in advance 
         by the Owner, suitably stored off the site at a location agreed upon 
         in writing, less retainage of ten percent (10%).

    .3   Subtract the aggregate of previous payments made by the Construction 
         Manager to the Subcontractor.

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

    .5   Add, upon Substantial Completion of the entire Work of the 
         Construction Manager, a sum sufficient to increase the total 
         payments to the Subcontractor to ninety-five percent (95%) 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 AIA Document 
         A201.

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

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

7.1.10   In taking action on the Construction Manager's Applications for
Payment, the Architect shall be entitled to rely on the accuracy and
completeness of the information furnished by the Construction Manager 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 Subparagraph 7.1.4 or other supporting data; that the Architect has made
exhaustive or continuous on-site inspections, or that the Architect has made
examinations to ascertain how or for what purposes the Construction Manager has
used amounts previously paid on account of the Contract.  Such examinations,
audits and verifications, if required by the Owner, will be performed by the
Owner's accountants acting in the sole interest of the Owner.


                                       10
<PAGE>

7.2  FINAL PAYMENT

7.2.1    Final payment shall be made by the Owner to the Construction Manager
when (1) the Contract has been fully performed by the Construction Manager,
except for the Construction Manager's responsibility to correct nonconforming
Work, as provided in Subparagraph 12.2.2 of AIA Document A201, 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 Construction Manager and reviewed by the Owner's
accountants; (3) the Construction Manager shall have complied with all of the
requirements of Paragraph 9.10 of the General Conditions; and (4) 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:



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

    .1   Take the sum of the Cost of the Work substantiated by the 
         Construction Manager's final accounting and the Construction 
         Manager's Fee.

    .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 AIA Document A201 or other provisions of the 
         Contract Documents.

    .3   Subtract the aggregate of previous payments made by the Owner. If 
         the aggregate of previous payment made by the Owner exceeds the 
         amount due the Construction Manager, the Construction Manager shall 
         reimburse the difference to the Owner.

7.2.3    The Owner's accountants will review and report in writing on the
Construction Manager's final accounting within 60 days after delivery of the
final accounting to the Architect by the Construction Manager.  Based upon such
Cost of the Work as the Owner's accountants report to be substantiated by the
Construction Manager's final accounting, and provided the other conditions of
Subparagraph 7.2.1 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 Construction Manager,
or notify the Construction Manager and Owner in writing of the Architect's
reasons for withholding a certificate as provided in Subparagraph 9.5.1 of AIA
Document A201.  The time periods stated in this Paragraph 7.2 supersede those
stated in Subparagraph 9.4.1 of AIA Document A201.

7.2.4    If the Owner's accountants report the Cost of the Work as
substantiated by the Construction Manager's final accounting to be less than
claimed by the Construction Manager, the Construction Manager shall be entitled
to proceed in accordance with Article 9 without a further decision of the
Architect.  Unless agreed to otherwise, a demand for mediation or arbitration of
the disputed amount shall be made by the Construction Manager within 60 days
after the Construction Manager's receipt of a copy of the Architect's final
Certificate for Payment.  Failure to make such demand within this 60-day period
shall result in the substantiated amount reported by the Owner's accountants
becoming binding on the Construction Manager.   Pending a final resolution of
the disputed amount, the Owner shall pay the Construction Manager the amount
certified in the Architect's final Certificate for Payment.

7.2.5    If, subsequent to final payment and at the Owner's request, the
Construction Manager incurs costs described in Paragraph 6.1 and not excluded by
Paragraph 6.2 (1) to correct nonconforming Work, or (2) arising from the
resolution of disputes, the Owner shall reimburse the Construction Manager such
costs and the Construction Manager's Fee, if any, related thereto on the same
basis as if such costs had been incurred prior to final payment.

                                  ARTICLE 8
                                  ---------
                             INSURANCE AND BONDS

8.1      INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER

During both the Preconstruction and Construction phases of the Project and prior
to commencing any Work or services hereunder, the Construction Manager shall
purchase, maintain and pay for  insurance as set forth in Paragraph 11.1 of AIA
Document A201.  Such insurance shall be written for not less than the following
limits, or greater if required by law:

8.1.1    Workers' Compensation:   Statutory Limits

         Employer's Liability     $1,000,000         Bodily Injury by Accident

                                  $1,000,000          Bodily Injury by Disease

                                  $1,000,000                     Each Employee

8.1.2    Commercial General Liability, including coverage for 
Premises-Operations, Independent Contractors' Protective, Products-Completed 
Operations, Contractual Liability, Personal Injury, and Broad Form Property 
Damage (including coverage for Explosion, Collapse and Underground hazards):


                                       11
<PAGE>

                                  $15,000,000                  Each Occurrence

                                  $15,000,000                General Aggregate

                                  $15,000,000                     Personal and

                                                            Advertising Injury

                                  $15,000,000               Products-Completed
                                                          Operations Aggregate

    .1   The policy shall be endorsed to have the General Aggregate apply to
         this Project only.

    .2   Products and Completed Operations insurance shall be maintained for a
         minimum period of at least (Two) years after either 90 days following 
         Substantial Completion or final payment, whichever is earlier.

    .3   The Contractual Liability insurance shall include coverage sufficient
         to meet the obligations in AIA Document A201 under Paragraph 3.18.

8.1.3    Comprehensive Automobile Liability (owned, non-owned and hired
vehicles) for bodily injury and property damage:

                                  $15,000,000                    Each Accident

8.1.4    Employer's Liability, Commercial General Liability and Comprehensive
Automobile Liability insurance may be arranged under single policies for full
minimum limits requires, or by a combination of underlying policies with the
balance provided by an Excess or Umbrella Liability policy.

8.1.5    All such coverages required above shall be maintained by responsible
insurance carriers authorized and licensed to do business in the State of
Minnesota with an A.M. Best Rating of A or better, and acceptable to Owner. 
Construction Manager shall endorse its Commercial General Liability,
Comprehensive Automobile Liability and Umbrella/Excess Liability policies
(required by this Article) to add as additional insureds the Owner, Architect,
Clark, Richardson & Biskup and their agents, employees, consultants and
subcontractors or, at its option, shall provide a separate Owners' and
Contractor's Protective policy, in a form satisfactory to Owner, which affords
the equivalent coverages and limits to the aforesaid as insureds.  Such
insurance afforded shall be primary insurance and not excess over or
contributing with any insurance purchased or maintained by the Owner or other
additional insureds, or insureds.

8.2  PERFORMANCE BOND AND PAYMENT BOND

8.2.1    The Construction Manager shall not furnish bonds covering faithful
performance of the Contract and payment of obligations arising thereunder. 


                                       12
<PAGE>

                                   ARTICLE 9
                                   ---------
                         MISCELLANEOUS PROVISIONS

9.1      DISPUTE RESOLUTIONS FOR THE PRECONSTRUCTION PHASE

9.1.1    Claims, disputes or other matters in question between the parties to 
         this Agreement which arise prior to the commencement of the 
         Construction Phase or which relate solely to the Preconstruction 
         Phase services of the Construction Manager or to the Owner's 
         obligations to the Construction Manager during the Preconstruction 
         Phase, shall be resolved by mediation or by arbitration.  Prior to 
         arbitration, the parties shall endeavor to reach settlement by 
         mediation.

9.1.2    Any mediation conducted pursuant to this Paragraph 9.1 shall be 
         held in accordance with the Construction Industry Mediation Rules of 
         the American Arbitration Association currently in effect, unless the 
         parties mutually agree otherwise.  Demand for mediation shall be 
         filed in writing with the other party to this Agreement and with the 
         American Arbitration Association.  Any demand for mediation shall be 
         made within a reasonable time after the claim, dispute or other 
         matter in question has arisen.  In no event shall the demand for 
         mediation be made after the date when institution of legal or 
         equitable proceedings based upon such claim, dispute or other matter 
         in question would be barred by the applicable statute of limitations.

9.1.3    Any claim, dispute or other matter in question not resolved by 
         mediation shall be decided by arbitration in accordance with the 
         Construction Industry Arbitration Rules of the American Arbitration 
         Association currently in effect, unless the parties mutually agree 
         otherwise.  Arbitration proceedings shall be held in Minneapolis, 
         Minnesota. 

9.1.4    Demand for arbitration shall be filed in writing with the other 
         party to this Agreement and with the American Arbitration 
         Association.  A demand for arbitration may be made concurrent with a 
         demand for mediation and shall be made within a reasonable time 
         after the claim, dispute or other matter in question has arisen. In 
         no event shall the demand for arbitration be made after the date 
         when institution of legal or equitable proceedings based upon such 
         claim, dispute or other matter in question would be barred by the 
         applicable statute of limitations.

9.1.5    In the event of an arbitration between the Owner and any third 
         party, that involves an issue that is or could be the subject of a 
         dispute between the Owner and the Construction Manager under this 
         Agreement, the Owner, at its option, may join the Construction 
         Manager as a party to such arbitration.  The foregoing agreement to 
         arbitrate shall be specifically enforceable under applicable law in 
         any court having jurisdiction thereof.

9.1.6    The award rendered by the arbitrator or arbitrators shall be final, 
         and judgment may be entered upon it in accordance with applicable 
         law in any court having jurisdiction thereof.

9.2      DISPUTE RESOLUTION FOR THE CONSTRUCTION PHASE

9.2.1    Any other claim, dispute or other matter in question arising out of 
         or related to this Agreement or breach thereof shall be settled in 
         accordance with Article 4 of AIA Document A201, except that in 
         addition to and prior to arbitration, the parties shall endeavor to 
         reach settlement by mediation in accordance with the Construction 
         Industry Mediation Rules of the American Arbitration Association 
         currently in effect, unless the parties mutually agree otherwise.  
         Any mediation arising under this Paragraph shall be conducted in 
         accordance with the provisions of Subparagraphs 9.1.2 and 9.1.3.

9.3      OTHER PROVISIONS

9.3.1    Unless otherwise noted, the terms used in this Agreement shall have 
         the same meaning as those in the 1987 edition of AIA Document A201, 
         General Conditions of the Contract for Construction.

9.3.2    EXTENT OF CONTRACT

This Contract, which includes this Agreement and the other documents 
incorporated herein by reference, represents the entire and integrated 
agreement between the Owner and the Construction Manager and supersedes all 
prior negotiations, representations or agreements, either written or oral.  
This Agreement may be amended only by written instrument signed by both the 
Owner and Construction Manager. If anything in any document incorporated into 
this Agreement is inconsistent with this Agreement, this Agreement shall 
govern.

9.3.3    OWNERSHIP AND USE OF DOCUMENTS

The Drawings, Specifications and other documents prepared by the Architect, 
and copies thereof furnished to the Construction Manager, are for use solely 
with respect to this Project.  They are not to be used by the Construction 
Manager, Subcontractors, Sub-subcontractors or suppliers on other projects, 
or for additions to this Project outside the scope of the Work, without the 
specific written consent of the Owner and Architect.  The Construction 
Manager, Subcontractors, Sub-subcontractors and suppliers are granted a 
limited license to use and reproduce applicable portions of the Drawings, 
Specifications and other documents prepared by the Architect appropriate to 
and for use in the execution of their Work under the Contract Documents.

9.3.4    GOVERNING LAW 

The Contract shall be governed by the law of Minnesota.

9.3.5    ASSIGNMENT

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

                                   ARTICLE 10
                                   ----------
                         TERMINATION OR SUSPENSION

10.1     TERMINATION PRIOR TO THE OWNER'S APPROVAL OF THE CONTROL ESTIMATE

10.1.1   Prior to the Owner's approval of the Control Estimate, the Owner may 
         terminate this Contract at any time without cause, and the 
         Construction Manager may terminate this Contract for any of the 
         reason described in Subparagraph 14.1.1 of AIA document A201.  The 
         provisions of Article 14 of AIA Document A201 do not otherwise apply 
         to this Paragraph 10.1.

10.1.2   If the Owner or Construction Manager terminates this Contract 
         pursuant to this Paragraph 10.1 prior to commencement of


                                       13
<PAGE>

         the Construction Phase, the Construction Manager shall be equitably 
         compensated for Preconstruction Phase Services performed prior to 
         receipt of notice of termination; provided, however, that the 
         compensation for such services shall not exceed the compensation set 
         forth in Subparagraph 4.1.1.

10.1.3   If the Owner or Construction Manger terminates this Contract 
         pursuant to this Paragraph 10.1 after commencement of the 
         Construction Phase, and prior to the Owner's approval of the Control 
         Estimate, the Construction Manager shall, in addition to the 
         compensation provided in Subparagraph 10.1.2, be paid an amount 
         calculated as follows:

    .1   Take the Cost of the Work incurred by Construction Manager.

    .2   Add the Construction Manager'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 Construction Manager'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.

    .3   Subtract the aggregate of previous payments made by the Owner on 
         account of the Construction Phase.

The Owner shall also pay the Construction Manger fair compensation, either by 
purchase or rental at the election of the Owner, for any equipment owned by 
the Construction Manager which the Owner elects to retain and which is not 
otherwise included in the Cost of the Work under Clause 10.1.3.1.  To the 
extent that the Owner elects to take legal assignment of subcontracts and 
purchase orders (including rental agreements), the Construction Manager 
shall, as a condition of receiving the payment referred to in this Article 
10, execute and deliver all such papers and take all such steps, including 
the legal assignment of such subcontracts and other contractual rights of the 
Construction Manager, as the Owner may require for the purpose of fully 
vesting in the Owner the rights and benefits of the Construction Manager 
under such subcontracts or purchase orders.

Subcontracts, purchase orders and rental agreements entered into by the 
Construction Manager and the Owner's written approval prior to the Owner's 
approval of the Control Estimate shall contain provisions permitting 
assignment to the Owner as described above.  If the Owner accepts such 
assignment, the Owner shall reimburse or indemnify the Construction Manager 
with respect to all costs arising under the subcontract, purchase order or 
rental agreement, except those which would not have been reimbursable as Cost 
of the Work if the contract had not been terminated.  If the Owner elects not 
to accept the assignment of any subcontract, purchase order or rental 
agreement which would have constituted a Cost of the Work had this agreement 
not been terminated, the Construction Manager shall terminate such 
subcontract, purchase order or rental agreement and the Owner shall pay the 
Construction Manager the costs necessarily incurred by the Construction 
Manager by reason of such termination.

10.2     TERMINATION SUBSEQUENT TO THE OWNER'S APPROVAL OF THE CONTROL ESTIMATE

10.2.1   Subsequent to the Owner's approval of the Control Estimate, the 
         Contract may be terminated as provided in Sub-paragraphs 14.1.1 and 
         14.2.1 of AIA Document A201.  The provisions of Article 14 of AIA 
         Document A201 do not otherwise apply to this Paragraph 10.2.

10.2.2   In the event of such termination by the Owner, the amount payable to 
         the Construction Manager shall not exceed the amount the 
         Construction Manager would have been entitled to receive pursuant to 
         Subparagraphs 10.1.2 and 10.1.3 of this Agreement, less any 
         compensation that may be awarded to the Owner pursuant to Paragraph 
         9.2.

10.2.3   In the event of such termination by the Construction Manager, the 
         amount payable to the Construction Manager shall be in accordance 
         with Subparagraphs 10.1.2 and 10.1.3 of this Agreement, except that 
         the Construction Manager's Fee shall be calculated as if the Work 
         had been fully completed by the Construction Manager, including a 
         reasonable estimate of the Cost of the Work for Work not actually 
         completed.

10.2.4   In addition to the Owner's right to terminate this Agreement for 
         cause as provided in Subparagraph 14.2.1 of AIA document A201, the 
         Owner may terminate this Agreement without cause; in such case, the 
         Construction Manager shall be paid as provided in Subparagraph 
         10.2.3.

10.3     NOTICE OF TERMINATION

10.3.1   The party seeking termination shall give the other party seven days' 
         written notice.

10.4     SUSPENSION

The Work may be suspended by the Owner as provided in Article 14 of AIA 
Document A201; in such case, the associated increase in costs shall become 
part of the Cost of Work, and the Construction Manager's Fee shall be 
adjusted in accordance with Paragraph 5.1.


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<PAGE>

                                   ARTICLE 11
                                   ----------
                         OTHER CONDITIONS AND SERVICES


11.1     CONFIDENTIAL AND PROPRIETARY INFORMATION

Construction Manager acknowledges that in connection with the performance of 
the services and Work hereunder, Owner may disclose to Construction Manager 
certain confidential and proprietary business information.  Construction 
Manager agrees to hold in confidence and not to disclose (1) internally, to 
any affiliate or business group not directly involved in the performance, 
management, or oversight of the Work hereunder, and (2) externally, to any 
person or entity, any proprietary business information disclosed to it by 
Owner.  Proprietary business information shall include financial and 
operations information, business and manufacturing systems or procedures and 
any other material designated as "confidential" by Owner.  Construction 
Manager shall take all steps necessary to assure adherence to the provisions 
of this paragraph 11.1 by its employees, officers and directors.

Confidential information shall not include (1) information that was in the
public domain prior to the effective date of this Agreement or prior to
disclosure; (2) information which becomes part of the public domain by
publication or otherwise, but not due to any unauthorized act or omission of the
receiving party hereunder; (3) information within the prior knowledge of the
receiving party; or (4) information received from a third party under no
obligation of confidentiality with respect thereto.

11.2     LIMITATION OF LIABILITY

Construction Manager's liability to Owner for consequential, incidental, special
or indirect damages, including, without limitation, loss of use of the Project
or Owner's existing property, loss of profits, interest, product or business
interruption, increased cost of operations and maintenance, or staffing needs
shall not exceed the sum of Five Million Dollars ($5,000,000.00).

This Agreement entered into as of the day and year first written above.

LIFECORE BIOMEDICAL, INC.                   MARSHALL CONTRACTORS, INC.

By: /S/ DENNIS J. ALLINGHAM                 By: /S/ THOMAS BRADY
   -------------------------------             ------------------------------
       VICE PRESIDENT & CFO

Date:    7/2/97                             Date:  JUNE 16, 1997
     -----------------------------               -----------------------------

ATTEST: /S/ ROBERT D. MCCOLLOUGH            ATTEST:  /S/ M.L. PHILLIPS
       ---------------------------                 ---------------------------

                                                     /S/ RAM
                                                   ---------------------------
                                                         RAM


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