Exhibit 10.35


                   BOARD OF EDUCATION OF THE CITY OF NEW YORK

        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        ----------------------------------------------------------------


     AN IN-KIND SERVICES AND PERMIT  AGREEMENT  entered into as of the first day
of July,  1999 by and between the BOARD OF EDUCATION OF THE CITY SCHOOL DISTRICT
OF THE CITY OF NEW YORK (hereinafter  expressed as "Board of Education," "Board"
or "BOE"),  with principal offices located at 110 Livingston  Street,  Brooklyn,
New York 11201-5068,  on behalf of Community School District No. 10 (hereinafter
expressed as "CSD10"),  and EDUCATIONAL VIDEO  CONFERENCING,  INC.  (hereinafter
expressed as  "Contractor"),  with principal  offices  located at 35 East Grassy
Sprain  Road,  Suite 200,  Yonkers,  New York  10710,  to  provide  professional
services,  expertise,  labor,  equipment,   materials,  supplies,   professional
development  training and continuing  support and  maintenance  services for the
installation,  operational  start-up,  support and/or maintenance of interactive
video conference distance learning system  (hereinafter  expressed as "IVC/DLS")
facilities at five (5) CSD10 locations.


                                   WITNESSETH


     WHEREAS, the BOE and CSD10 have determined a need and desire to acquire and
establish  in-school  facilities,  equipment,  services and  curriculum  for the
installation,  development  and continuing  operation of IVC/DLS  facilities and
other professional services, equipment,  materials and supplies for the purposes
of allowing  CSD10  administrators  and teachers to conduct  classroom  teaching
programs from remote locations,  classroom teaching at multiple  locations,  and
professional  conference and staff development  programs for multiple  locations
(hereinafter expressed as "School-Based Teleconferencing Program"); and,

     WHEREAS,  the  Contractor  has  offered to  install  and  maintain  IVC/DLS
facilities in certain  classrooms  located in four (4) BOE intermediate  schools
under the jurisdiction of CSD10 as well as CSD10's headquarters  offices, and to
train CSD10 administrators and teachers in the use of such equipment; and,

     WHEREAS, in consideration of its offer of equipment usage and training, the
Contractor  seeks to use such IVC/DLS  equipment to operate its own  proprietary
educational  programs outside of school hours on weekday afternoons and evenings
and on  weekends,  which  proprietary  education  programs  would be open to the
general public; and, CSD10's Community Superintendent has agreed to and endorsed
this use of BOE school  facilities by the  Contractor in exchange for the use of
the equipment and in-kind services; and,

     WHEREAS,  as hereinafter  expressed in greater detail,  the Contractor does
hereby acknowledge, agree and warrant that the BOE and CSD10 shall not incur any
expenditure of funds  regarding the  installation,  maintenance and operation of
the video teleconferencing equipment, except as hereinafter specified; and,



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                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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     WHEREAS, the Contractor does hereby acknowledge, represent and warrant that
it is ready, willing and able to provide the Services,  as herein specified,  to
the BOE school system in compliance  with the following  terms,  conditions  and
specifications;  and the BOE does hereby acknowledge and agree that it is ready,
willing and able to allow the Contractor to have access to the specified  school
and office facilities;

     NOW, THEREFORE, in consideration of the heretofore-recited stipulations and
the  hereinafter-expressed  terms, conditions and specifications,  the Board and
the Contractor,  as the parties to the Agreement,  do hereby acknowledge,  agree
and covenant both as above and as follows:

     (1) TERM OF AGREEMENT. Wherever it shall appear in this Agreement, the term
         -----------------
"Original  Period" shall mean the initial term of this  Agreement as hereinafter
expressed at Paragraph 1(A).  Wherever they shall appear in this Agreement,  the
terms  "Additional  Period" and  "Additional  Periods"  shall mean  renewals for
additional  terms  of  this  Agreement,  if any,  as  hereinafter  expressed  at
Paragraph  1(B).  Wherever it shall  appear in this  Agreement,  the word "Term"
shall mean the overall duration of this Agreement including the Original Period,
all Additional Periods, if any, and any further extension thereafter.

          (A) Original  Period.  The  Original  Period of this  Agreement  shall
              ----------------
     commence  on March 1, 1999 and extend  through  and  terminate  on June 30,
     2005,  unless extended beyond such termination date or terminated  earlier,
     either of which pursuant to the terms and conditions hereinafter expressed.

          (B) Additional  Periods.  The Term shall be renewed  automatically for
              -------------------
     five (5)  Additional  Periods  of one (1) year each from July 1, 2005 until
     June 30, 2006 (hereinafter  expressed as "first" Additional  Period),  from
     July 1,  2006  until  June 30,  2007  (hereinafter  expressed  as  "second"
     Additional  Period),  from July 1, 2007  until June 30,  2008  (hereinafter
     expressed as "third" Additional  Period),  from July 1, 2008 until June 30,
     2009 (hereinafter  expressed as "fourth" Additional Period),  and from July
     1, 2009 until June 30, 2010  (hereinafter  expressed as "fifth"  Additional
     Period),  except that the Board and the Contractor  shall each have options
     to cancel one or more of the Additional  Periods in the manner  hereinafter
     prescribed. This provision shall not derogate, diminish or otherwise affect
     the  Board's  right to cancel  the  balance  of the  Agreement  during  the
     Original  Period  or the  Additional  Periods,  if any,  for any  reason(s)
     expressed in  Attachment G, as such  document is  hereinafter  incorporated
     into the Agreement.

          (C)  Option  to  Cancel  Additional  Period(s).   The  Board  and  the
               -----------------------------------------
     Contractor  shall each have options to cancel the renewal of the  Agreement
     for one or more Additional  Periods.  The Chancellor or his/her designee(s)
     shall have sole  discretion  to exercise the Board's  options to cancel the
     Additional  Periods.   If  the  Chancellor,   his/her  designee(s)  or  the
     Contractor  shall opt to cancel one or more Additional  Periods,  he/she/it
     shall provide  written  notice to the other party of each decision not less


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                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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     than four (4)  calendar  years in  advance  of the  start of each  affected
     Additional  Period,  i.e.,  by not later than the close of business on June
     29, 2001 to cancel the first Additional Period, by not later than the close
     of business on June 28, 2002 to cancel the second Additional Period, by not
     later  than the close of  business  on June 30,  2003 to  cancel  the third
     Additional Period, by not later than the close of business on June 30, 2004
     to cancel the third Additional  Period,  and by not later than the close of
     business on June 30,  2005 to cancel the fifth  Additional  Period.  If the
     Chancellor,  his/her  designee(s) or the Contractor shall opt to cancel the
     any given Additional  Period,  such action shall  automatically  cancel all
     succeeding Additional Periods as well.

          (D) Criteria for Additional Period(s).  Before the notice deadline for
              ---------------------------------
     exercise  of each  option to cancel,  the  Chancellor's  designee(s)  shall
     conduct  a review  of  CSD10's  use of,  and  benefits  from,  the  IVC/DLS
     facilities and the Contractor's  other  professional  services,  equipment,
     materials and supplies, and the Contractor's performance of its obligations
     under  the  Agreement.  The  said  evaluation  shall be the  basis  for the
     decision  by  the  Chancellor  or  his/her  designee(s)  whether  or not to
     exercise  the  Board's  options  to  cancel  one or more of the  Additional
     Periods of the Agreement.

          (E) Additional  Option to Cancel  Agreement.  The Board shall have the
              ---------------------------------------
     option at any time after the second  anniversary of this  Agreement,  i.e.,
     after July 1, 2001, to cancel the balance of the Term with or without cause
     upon the  provision  of twelve (12) months  advance  written  notice to the
     Contractor.  The Chancellor or his/her  designee(s) for general contractual
     oversight  shall have sole discretion to exercise this BOE option to cancel
     the Agreement.  Whereupon the Board shall exercise its option to cancel the
     Agreement  under  this  Paragraph  1(E),  the BOE  shall  cease to have any
     obligation  and/or  liability to the Contractor as of the effective date of
     the said  termination for any costs that shall or may accrue  thereafter or
     for any other reason whatsoever.

     (2) BOE COSTS UNDER THE AGREEMENT.  The terms,  conditions and stipulations
expressed in this  Paragraph 2 and  elsewhere in this  Agreement  regarding  BOE
costs and/or  payments shall prescribe and govern any such costs and/or payments
to be made  and/or  incurred  by the BOE  throughout  the Term,  all else to the
contrary notwithstanding:

          (A) The Contractor stipulates,  warrants and agrees that the BOE shall
     not be required under any circumstances  and/or to any extent whatsoever to
     make and/or incur any payments,  expenses,  costs,  outlays,  loans, and/or
     other transfers of BOE assets due to, and/or arising from, any aspect(s) of
     the Services to be performed by the Contractor or the grant of a continuing
     extended  use permit to the  Contractor  under this  Agreement,  except for
     telecommunication  service costs attributable to CSD10's independent use of
     the  IVC/DLS  equipment  as  hereinafter  expressed  at  Paragraph  3.  The
     Contractor  shall not make any demand to or against the BOE for,  nor shall
     the  Contractor  be entitled to receive from the BOE,  compensation  of any


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                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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     kind or to any extent for the Services to be performed under this Agreement
     and/or for any payments,  costs,  expenses,  outlays,  loans,  and/or other
     transfers of Contractor  assets that the Contractor shall make and/or incur
     due to, and/or arising from, the Contractor's  performance of the Services,
     the  Contractor's  use of the permit  granted  hereunder for the conduct of
     proprietary  educational  programs  and/or  any  other of the  Contractor's
     activities under this Agreement, except for telecommunication service costs
     attributable  to  CSD10's  independent  use of  the  IVC/DLS  equipment  as
     hereinafter expressed at Paragraph 3. Furthermore, the Contractor shall not
     make any demand to or against the Board for,  nor shall the  Contractor  be
     entitled to receive from the Board, any payments, loans and/or transfers of
     any kind and/or to any extent  whatsoever  regarding  any  profits,  gains,
     earnings,  returns,  dividends,  proceeds,  revenues, and so forth that the
     Contractor  shall  or may  anticipate  due to,  and/or  arising  from,  the
     Contractor's  performance  of the  Services,  the  Contractor's  use of the
     permit  granted  hereunder  for  the  conduct  of  proprietary  educational
     programs and/or any other of the Contractor's other activities  pursuant to
     this Agreement.  The Board and the Contractor  stipulate and agree that the
     Contractor's  expenses,  costs,  outlays,  loans, and/or other transfers of
     Contractor assets as well as the Contractor's compensation, profits, gains,
     earnings,  returns,  dividends,  proceeds,  revenues  and so forth shall be
     covered solely by, and derived solely from, the tuition, fees, commissions,
     compensation and/or other payment arrangements that the Contractor is able,
     as the Board's  permittee,  to  generate  independently  from  individuals,
     corporations  and/or other  entities who shall or may attend the Contractor
     proprietary  educational  programs  as herein  detailed.  Furthermore,  the
     Contractor  stipulates,  warrants  and  agrees  that the BOE  shall  not be
     required under any  circumstances  and/or to any extent  whatsoever to make
     and/or incur any payments,  expenses,  costs, outlays,  loans, and/or other
     transfers of BOE assets due to, and/or arising from, any refunds, claims or
     other forms of  liability  asserted  against the  Contractor  by any pupil,
     participant,  client,  employee or agent of the  Contractor's  or any other
     third party arising from the Contractor's  performance of the Services, use
     of its permit or any other activities under this Agreement.

          (B) The Contractor stipulates,  warrants and agrees that the BOE shall
     not be required under any circumstances or to any extent whatsoever to make
     or incur any  payments,  expenses,  costs,  outlays,  loans,  and/or  other
     transfers of Board assets due to,  and/or  arising  from,  any damage(s) to
     Board personal and/or real property  caused,  allowed and/or  occasioned by
     the  performance of the Services,  the use of the permit granted  hereunder
     and/or other activities  under this Agreement by the Contractor  and/or the
     Contractor's  agents,  servants,  employees,  owners  (including,   without
     limitation,  both parent and over-parent  entities),  partners  (including,
     without  limitation,  general,  limited,  silent  and  apparent  partners),
     directors, officers,  subcontractors,  subcontractor employees, volunteers,
     invitees, licensees,  designees, assigns or any other representatives.  The
     Contractor  stipulates,  warrants and agrees that the Contractor and/or its
     insurance  policy(ies)  coverage shall be solely responsible for, and shall


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                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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     promptly pay and reimburse  the Board for all costs and other  transfers of
     assets  that the Board  shall  incur as a result of any  damage(s)  to such
     Board personal and/or real property  caused,  allowed and/or  occasioned by
     the  performance  of the Services,  the improper use of the permit  granted
     hereunder or other activities under this Agreement by the Contractor and/or
     the Contractor's agents, servants,  employees,  owners (including,  without
     limitation,  both parent and over-parent  entities),  partners  (including,
     without  limitation,  general,  limited,  silent  and  apparent  partners),
     directors,    officers,   elected   or   appointed   officials,    members,
     subcontractors,   subcontractor  employees,  volunteers,  invitees  (except
     willful acts by the Contractor's students),  licensees,  designees, assigns
     or any other representatives.

          (C)   Furthermore,   except  for   telecommunication   service   costs
     attributable  to  CSD10's  independent  use of  the  IVC/DLS  equipment  as
     hereinafter  expressed at Paragraph 3, the Contractor  warrants,  covenants
     and  agrees to  reimburse  the BOE  promptly,  upon  written  request,  for
     payments,  expenses,  costs, outlays,  and/or other transfers of BOE assets
     that the Board shall be compelled to incur due to, and/or arising  directly
     from, any act(s) of commission  and/or omission under this Agreement by the
     Contractor  and/or the Contractor's  agents,  servants,  employees,  owners
     (including,  without  limitation,  both parent and  over-parent  entities),
     partners  (including,   without  limitation,   general,   limited,  silent,
     apparent,  senior and junior  partners),  directors,  officers,  elected or
     appointed  officials,  members,  subcontractors,  subcontractor  employees,
     volunteers,   invitees,   licensees,   designees,   assigns  or  any  other
     representatives.

     (3) GRANT OF EXTENDED  USE PERMIT.  The  following  terms,  conditions  and
         -----------------------------
specifications  shall  prescribe  and govern the Board's  grant of a  continuing
extended use permit to the Contractor:

          (A) Throughout the Term, the Board does hereby grant and convey to the
     Contractor a non-exclusive  continuing  extended use permit for the limited
     purposes of all aspects of the Services specified hereunder and the conduct
     of  proprietary  educational  programs  and  classes  via the  means of the
     Contractor's  IVC/DLS  facilities  and  equipment  at  the  following  five
     locations:  (1) the Mosholu Parkway Intermediate School (I.S. 80), 149 East
     Mosholu  Parkway,  Bronx,  New  York  10467;  (2) the  Thomas  C.  Giordano
     Intermediate School (I.S. 45), 2502 Lorillard Place, Bronx, New York 10458;
     (3) the  Riverdale/David  Stein  Intermediate  School (I.S.  141), 660 West
     237th  Street,  Bronx,  New York 10463;  and,  (4) the Angelo  Patri Middle
     School (M.S. 321), 2225 Webster Avenue, Bronx, New York 10457.

          (B) The days and hours  during  which the  Contractor  may utilize its
     permit to occupy and use the space at the four school  locations  expressed
     heretofore  at Paragraph  3(A) are as follows:  (1) at the Mosholu  Parkway
     Intermediate  School  (I.S.  80) and the  Thomas C.  Giordano  Intermediate


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                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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     School  (I.S.  45),  both  of  which  are  BOE  Beacon   Schools,<F1>   the
     Contractor's  permit shall allow use of classroom  and other  facilities in
     each such  building as  specified in writing by the  Chancellor  or his/her
     designee(s)  from 3:00 P.M. to 10:00 P.M. on BOE school  calendar  days<F2>
     and  on  such   Saturdays   that  do  not   constitute  BOE  school  and/or
     administrative  holidays  from 9:00 A.M.  to 10:00  P.M.;  and,  (2) at the
     Riverdale/David  Stein Intermediate  School (I.S. 141) and the Angelo Patri
     Middle School (M.S.  321), both of which are regular BOE  schools,<F3>  the
     Contractor's  permit shall allow use of classrooms and other  facilities in
     each such  building as  specified in writing by the  Chancellor  or his/her
     designee(s)  from 3:00 P.M.  until 5:00 P.M.  on BOE school  calendar  days
     only.  The  Chancellor  or  his/her   designee(s)   shall  have  reasonable
     discretion to determine which  classroom(s)  and other space in each listed
     BOE site shall be allocated to the Contractor.

          (C) In view of this Agreement,  the Board hereby consents to waive the
     regular BOE Extended Use Permit approval  process,  although the Contractor
     shall complete a "Permit  Application--School  Buildings"  (Form PO 68) and
     submit the same to the Chancellor's  designee(s) not later than thirty (30)
     calendar  days  from the  Agreement's  execution  date.  The  said  "Permit
     Application--School  Buildings"  (Form  PO 68)  is  contained  in  the  BOE
     STANDARD OPERATING PROCEDURES FOR FINANCIAL MANAGEMENT CENTERS, Chapter XXV
     entitled,  "Extended Use of School  Buildings," which Chapter XXV is hereby
     incorporated  into,  and made part of, this  Agreement as  "Attachment  A."
     Furthermore,  the Board of  Education  does  hereby  waive any  charges for
     electricity,  heat, hot water,  water, air conditioning,  extended use fees
     (for periods when schools are normally  open for community  use),  security
     costs,  and custodial  services that the BOE would normally charge a school
     building  extended  use  permittee.  As a  condition  for  the  grant  of a
     continuing  extended use permit for BOE  facilities,  the  Contractor  does
     hereby  consent,  agree,  covenant,  promise and warrant to comply in every
     respect  with  all of  the  rules,  regulations,  policies  and  procedures
     expressed in  Attachment A. If the  Contractor  shall fail and/or refuse to
     submit a fully  completed and duly  certified  "Permit  Application--School
     Buildings"  (Form PO 68) by not  later  than the close of  business  on the
     thirtieth (30th) calendar day following the Agreement's execution date, the

-------------------
<F1> A "Beacon  School" is a Board of  Education  public  school as  operated by
CSD10,for  which  Federal,  State of New York,  City of New York,  other  public
sector and/or private sector grants and other funding are received to enable the
BOE and CSD10 to keep the school  open to the local  public  school and  general
communities on weekday  afternoons and evenings and on Saturdays during the days
and evenings. Except in unusual circumstances that are not contemplated to arise
under this Agreement,  BOE and CSD10 Beacon Schools and other schools are closed
on all Sundays and all BOE school calendar holidays.

<F2> The term "BOE school calendar day" is hereby defined as a day when New York
City Public Schools are in session for students in accordance  with official BOE
school  calendars  such as, but not  limited  to, the  annual  "Brief  Calendar"
published as Regulation of the Chancellor No. B-101.

<F3>  Regular  Board  of  Education  and  CSD10  primary,  elementary,   middle,
intermediate and junior high schools are open free of charge to the local public
school and general  communities  only on BOE school calendar day afternoons from
the end of daily school  sessions until 5:00 P.M.  Unless there is payment of an
extended use permit fee, such regular schools are closed evenings and Saturdays.
As  heretofore  expressed at Note 1, all BOE and CSD10 schools are closed on all
Sundays and all BOE school calendar holidays.


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     Chancellor  or his/her  designee(s)  shall  have the option to cancel  this
     Agreement in its  entirety  upon five (5)  calendar  days  advance  written
     notice to the Contractor.  Whereupon the Chancellor or his/her  designee(s)
     shall transmit such notice to the Contractor,  the Board of Education shall
     be relieved of all obligation  and liability to the  Contractor  under this
     Agreement.

          (D) The BOE and CSD10 do hereby  acknowledge that the Contractor shall
     be using  school  facilities  on an  extended  use basis on days and during
     hours when the  affected  schools  shall be open for  school and  community
     purposes and activities.  Therefore,  the Contractor shall not be liable to
     pay any  extended  use fees to the BOE for such  days  and  times  when the
     affected  school  buildings  are  open.  However,  in the  event  that  the
     Contractor  shall use any BOE  school  buildings  on days or at times  when
     extended  use fees  would  be  applicable  pursuant  to  Attachment  A, the
     Contractor shall pay all such extended use fees, if any, within thirty (30)
     calendar days of each request by the Chancellor or his/her designee(s). The
     preceding  sentence  conforms to the Contractor's  agreement  regarding the
     limitation of BOE costs and expenses as  heretofore  expressed at Paragraph
     2.

          (E) In case Federal, State of New York, City of New York, other local,
     private  and/or  other  funding  for the two (2)  heretofore-listed  Beacon
     Schools shall cease or be reduced for any reason  whatsoever  and/or to any
     extent  whatsoever  so  that  the BOE  and/or  CSD10  shall  no  longer  be
     reasonably able to operate the two (2) heretofore-listed  Beacon Schools as
     Beacon Schools,  the Contractor does hereby consent,  acknowledge and agree
     that it shall cease and/or limit  operations at the affected  former Beacon
     School to such  hours as  permitted  in a regular  BOE  school  without  an
     extended use permit fee(s), i.e., from 3:00 P.M. to 5:00 P.M. on BOE school
     calendar days only. If one or both of the heretofore-listed  Beacon Schools
     shall be  closed  or shall  have its  hours of  operations  curtailed,  the
     Contractor  may exercise one of the following  options:  (1) to pay for the
     school  opening  costs  specified in  Attachment  A to run its  proprietary
     educational  programs  after normal  school hours at the one or both former
     Beacon  Schools;  (2) to move its  equipment  at its sole cost and  expense
     (including  all costs for the full and complete  repair and  restoration of
     the  affected  former BOE school  premises to their  conditions  before the
     Contractor's  occupancy)  from one or both former Beacon  Schools to one or
     both of up to two new Beacon  Schools that may come into  operation via any
     new or changed Federal, State, local, private and/or other funding; or, (3)
     to  cancel  this  Agreement  upon six  months  advance  written  notice  to
     Chancellor and his/her designee(s). If one or both of the heretofore-listed
     Beacon  Schools  shall be  closed  or shall  have  its  hours of  operation
     curtailed  before the expiration of the Original  Period and the Contractor
     shall have elected to cancel the Agreement,  then the Contractor shall have
     the option  within  ninety (90)  calendar  days from such  cancellation  to
     retain all right,  title and interest in all of the IVC/DLS  equipment that
     it shall have  installed  in any BOE school  site  (except  for the IVC/DLS
     equipment  installed at CSD10  headquarters)  and to remove such  equipment


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     from BOE school sites at its sole cost and expense,  which cost and expense
     shall  include the  complete  repair and  restoration  of all  affected BOE
     school premises to their good conditions as if the  Contractor's  occupancy
     shall have never  occurred.  If the Contractor  shall fail and/or refuse to
     perform the repair and restoration work expressed in the preceding sentence
     to the reasonable  satisfaction  of the Chancellor or his/her  designee(s),
     the  Contractor  does hereby agree and warrant that it shall not remove any
     of the IVC/DLS equipment that it shall have installed any BOE school sites;
     and,  the  Contractor  does  hereby  stipulate  and  agree  that,  upon its
     departure from an affected BOE school site(s)  without having  effected the
     said  satisfactory  repair  and  restoration  work,  all  right,  title and
     interest to the  IVC/DLS  equipment  located in all BOE school  sites shall
     pass from the  Contractor  to the BOE without the  necessity of any further
     action by the parties.

          (F) In accordance with the terms and conditions  expressed  heretofore
     at Paragraph 2, the Contractor  does hereby agree,  covenant and warrant to
     obtain   and   install,   at  its  sole  cost  and   expense,   a  separate
     telecommunication   line  for  the   IVC/DLS   unit   installed   at  CSD10
     headquarters,  i.e., a telecommunication line distinct from the BOE line(s)
     used for community school district  business,  although CSD10 shall pay for
     all telecommunication  service charges that may be incurred during the Term
     for the  Board's use of IVC/DLS  equipment  at the CSD10  headquarters.  In
     accordance with the terms and conditions  heretofore-expressed at Paragraph
     2, furthermore,  the Contractor shall/may exercise one of the two following
     options   for  the   installation   of   telecommunication   lines  at  the
     heretofore-listed  BOE school sites and any other BOE school sites that the
     Contractor may occupy during the Term of this Agreement:

               (1) The Contractor shall obtain, at its sole cost and expense,  a
          single separate telecommunication line for each IVC/DLS unit installed
          at a BOE school site, i.e., a telecommunication line distinct from the
          BOE   line(s)   used  for   school   purposes,   and   shall  pay  all
          telecommunication  service  charges  and  taxes  that may be  incurred
          during the Term due to the Contractor's  use of the IVC/DLS  equipment
          at  BOE   school   sites.   In  return,   CSD10   shall  pay  for  all
          telecommunication  service  charges,  exclusive of Federal,  State and
          local sales,  compensating  use and excise taxes,  that its employees,
          and agents incur  during the time CSD10 shall be allowed  hereunder to
          utilize the IVC/DLS  equipment.  If the  Contractor  shall select this
          first option,  the  Contractor  shall submit a printed  invoice(s) not
          more  frequently  than monthly to CSD10,  in which all monthly service
          charges and per call charges,  exclusive of Federal State and/or local
          sales,  excise and/or compensating use taxes, shall be detailed fully;
          or,

               (2) The  Contractor  shall obtain,  at its sole cost and expense,
          two separate  telecommunication  lines for each IVC/DLS unit installed
          at a BOE school site, i.e., two telecommunication  lines distinct from
          the BOE line(s) used for school purposes.  One such  telecommunication


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          line  for  each  IVC/DLS  unit  shall  be  dedicated   solely  to  the
          Contractor's  use, and the Contractor  shall be solely  responsible to
          pay all  telecommunication  service  charges  and  taxes  that  may be
          incurred during the Term on the said dedicated telecommunication line.
          The  second  telecommunication  line for each  IVC/DLS  unit  shall be
          dedicated solely to CSD10's use, and CSD10 shall be solely responsible
          to pay all  telecommunication  service  charges  that  its  employees,
          agents  and  invitees  incur in the  course  of BOE use of the  second
          telecommunication  line.  If the  Contractor  shall  select the option
          expressed in this Paragraph 3(F)(2), the Contractor shall arrange with
          its  telecommunication  carrier(s)  to have  CSD10  listed  and billed
          separately  as the customer on the second  telecommunication  line for
          each IVC/DLS unit installed at a BOE school site.

          (G) By not later than thirty (30) calendar days from this  Agreement's
     execution date, the Contractor shall submit to the Chancellor's designee(s)
     a fully  completed and duly  certified  "Contractor  Questionnaire,"  which
     document is hereby  incorporated  into, and made part of, this Agreement as
     "Attachment  B." If the  Contractor  shall fail  and/or  refuse to submit a
     completed and duly certified "Contractor's Questionnaire" by not later than
     the close of business on the  thirtieth  (30th)  calendar day following the
     execution date of this  Agreement,  the  Chancellor or his/her  designee(s)
     shall have the option to cancel this  Agreement in its  entirety  upon five
     (5)  calendar  days  advance  written  notice  to  the  Contractor.  If the
     Chancellor or his/her designee(s) shall find that the Contractor shall have
     made  any   knowingly   false  and/or   misleading   entry  upon  the  said
     "Contractor's  Questionnaire,"  the Chancellor or his/her designee(s) shall
     have the option to cancel  this  Agreement  in its  entirety  upon five (5)
     calendar  days advance  written  notice to the  Contractor.  Whereupon  the
     Chancellor or his/her  designee(s) shall transmit notice to the Contractor,
     as  expressed  in  either  or both of the  two  (2)  immediately  preceding
     sentences,  the Board of Education  shall be relieved of all obligation and
     liability to the Contractor under this Agreement.

          (H) For one day each on not more  than six  occasions  per BOE  school
     year,   the  Contractor  may  conduct  an  "open  house"  at  each  of  the
     heretofore-listed  BOE school sites (or each replacement  school site). The
     term "open house" is hereby  defined as a one-day  event during the regular
     hours  of  operation  of each  affected  BOE  school  site,  in  which  the
     Contractor  may have up to a maximum  of two  tables or booths  (with up to
     four  chairs for each table or booth),  each  staffed by up to a maximum of
     four of the  Contractor's  employed  or  subcontractor  personnel,  for the
     purpose of the  distribution  of literature,  provision of verbal and other
     information, and the registration of pupils for its proprietary educational
     courses.  By not later than thirty (30)  calendar  days before the start of
     each BOE school year,  the Contractor  shall provide  written notice to the
     Chancellor's  designee(s) of the "open house" dates at each BOE school site
     for the prospective year.  Furthermore,  the Contractor may install up to a
     maximum of three fixtures at each of the heretofore-listed BOE school sites
     (or each  replacement  school  site) for the  purposes  of  displaying  and


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     storing  information about its proprietary  educational  courses.  The term
     "BOE school year" is hereby defined as the ten-month annual period from the
     first official day of school each  September  through the last official day
     of school each June.  The said fixtures may consist of any  combination  of
     the following  types of fixtures up to a cumulative  maximum of three units
     per BOE school site: (1) freestanding, magazine-style metal racks (no sharp
     or jagged edges and/or glass components shall be permitted) not larger that
     40" high by 24" wide by 24" deep; (2)  freestanding,  wooden or metal cases
     with shelves (no sharp or jagged edges  and/or  glass  components  shall be
     permitted)  not larger that 48" high by 48" wide by 24" deep;  and/or,  (3)
     freestanding,  cylindrical  or four-sided,  wooden or metal,  electronic or
     non-electronic  kiosks (no sharp or jagged edges and/or  unbreakable  glass
     components  shall be permitted) not larger that 72" high by 36" wide by 36"
     deep.  Without cost to the BOE, the Contractor  shall allow each BOE school
     to use for various  school and/or  educational  purposes up to a maximum of
     fifty percent (50%) of the display space of each kiosk that the  Contractor
     shall  opt to  install  at a BOE  school  site.  The  types of  promotional
     information  and displays that the Contractor may use on BOE premises shall
     be limited to those  expressly  stated in this  Agreement.  The  Contractor
     shall bear the sole cost and expense for the transportation,  installation,
     repair,    maintenance,    replacement    and    removal    of   all    the
     heretofore-described  "open  house"  equipment  and  materials  as  well as
     display  fixtures.  At all times,  the  Contractor  shall maintain all such
     "open house"  equipment  and  materials as well as all display  fixtures in
     clean,  good  working  order and free from  defects as well as graffiti and
     other defacements.  Before installation of any of the  heretofore-described
     fixtures,  the  Contractor  shall  submit  an actual  physical  sample or a
     complete,  detailed sample drawing of each type of display fixture it plans
     to  utilize  at BOE  school  sites  to  the  Chancellor's  designee(s)  for
     approval,  which shall not be withheld and/or delayed  unreasonably.  Title
     and  ownership  of every unit of "open house"  equipment  and every unit of
     display fixtures shall be and remain vested in the Contractor,  and the BOE
     shall not have any  responsibility  whatsoever for the same. The Contractor
     shall  submit  one copy  each of every  distinct  unit of print or  graphic
     advertisement,   promotional   literature,   proposed   script   for   oral
     presentation,  pre-recorded  promotional audio  presentation,  pre-recorded
     promotional visual presentation,  and pre-recorded promotional audio/visual
     presentation for prior approval to the Chancellor's  Committee for Approval
     of School  Advertisements  (hereinafter  expressed  as "CASA"),  located at
     Board of Education  of the City of New York,  65 Court  Street,  Room 1703,
     Brooklyn, NY 11201-4954, Attention: Elizabeth A. Knipfing (or her successor
     as  notified by the CASA  chairperson).  (The  preceding  shall not include
     course  catalogs,   registration  forms,   financial  aid  forms,  academic
     transcript  forms,   matriculation  forms,  and  other  non-promotional  or
     non-advertising  materials.)  CASA shall have the sole,  absolute and final
     right  of  prior  approval  of  every   distinct  unit  of   advertisement,
     promotional  literature,   registration  form,  proposed  script  for  oral
     presentation,  pre-recorded  promotional audio  presentation,  pre-recorded
     promotional  visual  presentation,  pre-recorded  promotional  audio/visual
     presentation and any other  promotional  material that the Contractor seeks
     to  distribute,  display  or  otherwise  communicate  at,  in or to any BOE


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     school. Upon the Contractor's written request, CASA shall furnish a copy of
     its written  regulations  and  procedures,  which shall be binding upon the
     Contractor and which may be updated,  revised,  added, deleted or otherwise
     changed at any time without prior notice to the Contractor.

     (4) SERVICES. Wherever used in this Agreement, the term "Services" shall be
         --------
deemed to describe collectively all professional,  supervisory,  administrative,
educational,   training,  creative,  technical,   architectural,   construction,
maintenance, continuing support, expert advisory and other activities as well as
all of the labor, goods, commodities,  equipment,  hardware, software, supplies,
materials and facilities  that the  Contractor  furnishes to, or for the benefit
of, the Board and the Board's school sites and employees.  The Contractor  shall
perform the Services under the general  supervision of the Chancellor or his/her
designee(s).  The  Contractor  shall  furnish,  provide  and  deliver all of the
Services  expressed in the "Proposal." The said Proposal is hereby  incorporated
into, and made part of, this Agreement as  "Attachment  C." As contained  herein
and/or the  Proposal,  any words of  aspiration  (such as, but not  limited  to,
"ideally,"  "hoped" and/or  "hopefully")  and/or  expectation  (such as, but not
limited to, "expected,"  "anticipated"  and/or "if available") are hereby deemed
to be the Contractor's binding commitment. Furthermore, all else to the contrary
notwithstanding, the following terms, conditions and specifications shall govern
the Contractor's performance of the Services:

          (A) The Contractor shall ensure that all its employees, subcontractors
     and  subcontractor   employees  comply  with  all  terms,   conditions  and
     specifications of this Agreement.  The Contractor shall ensure that all its
     employees and subcontractor personnel are present, punctual and prepared to
     perform all the Services as scheduled by the Board.  The  Contractor  shall
     exercise  due care and  diligence to screen and select all  managerial  and
     staff  employees and  subcontractors  who provide any of the Services under
     this  Agreement,   i.e.,  such  personnel  must  be  certified,   competent
     professionals.  The Contractor  shall furnish all necessary  supervision of
     its employed and subcontractor personnel.

          (B) All  personnel  described  heretofore  in  Paragraph  4(A) and the
     Proposal  are  employees  or  subcontractors  of the  Contractor,  and  the
     Contractor is alone  responsible  for their work and  employment as well as
     for their direction,  discipline,  compensation and benefits. Whereupon the
     Chancellor or his/her designee(s) shall find that any individual(s)  and/or
     entity(ies)  described  heretofore  in  Paragraph  4(A) and/or the Proposal
     shall  have  violated  any  provision(s)  of this  Agreement  or shall have
     rendered    unsatisfactory    performance   of   his/her/its   duties   and
     responsibilities  under this Agreement,  the Contractor must adhere to, and
     carry  out,  any  and  all  instructions  for  suspension,  removal  and/or
     replacement of the affected  individual(s) and/or entity(ies).  In cases of
     suspension  from  contractual  service  of  a  given  individual(s)  and/or
     entity(ies),  the  Contractor is hereby  prohibited  for the period of time
     specified by the Chancellor or his/her  designee(s) to utilize the affected
     individual(s) and/or entity(ies) on any portion of any work to be performed
     under this Agreement or any other Board agreement. In cases of removal from


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     contractual  service  of a  given  individual(s)  and/or  entity(ies),  the
     Contractor  is  hereby  prohibited  permanently  to  utilize  the  affected
     individual(s) and/or entity(ies) on any portion of any work to be performed
     under  this  Agreement  or any other  Board  agreement.  If due  process is
     necessary  before  or  after  the  suspension  and/or  removal  of a  given
     individual(s)  and/or  entity(ies),  the Board shall administer any and all
     legally mandated procedures.

          (C)  Upon   suspension  or  removal  by  the   Chancellor  or  his/her
     designee(s)  of  any  personnel  or  entity(ies)  described  heretofore  in
     Paragraph 4(A) and the Proposal from  contractual  service,  the Contractor
     shall replace the affected individual(s) and/or entity(ies) within five (5)
     school  calendar days.  Furthermore,  the  Contractor  shall furnish notice
     within  three (3) school  calendar  days after  receipt of notice  from the
     Chancellor  or his/her  designee(s)  to the Board's  contractual  oversight
     administrator  of the  identity  of the  replacement  individual(s)  and/or
     entity(ies)  and,  thereafter  within a reasonable  time period,  any other
     relevant,  non-confidential  information  about the  replacement  person(s)
     and/or  entity(ies)  as  requested  by the  Board's  contractual  oversight
     administrator.

          (D) In connection  with the  Services,  the  Contractor  shall provide
     quality software and hardware instruction,  training,  counseling,  advice,
     developmental  assistance,  technical  support,  expert  perspectives,  and
     evaluation  to  include,  without  any  limitation,   lectures,   seminars,
     workshops, discussions,  demonstrations, site visits and reviews in keeping
     with high professional  standards  regarding the effective operation of the
     IVC/DLS  equipment,  software and materials.  The Contractor  shall utilize
     only  qualified  counselors,  trainers,  advisers,  teachers,  instructors,
     administrators and other staff who are familiar with the professional needs
     of school principals and teachers.

          (E) For each BOE school or office where any  Services  are  furnished,
     the Contractor shall maintain and supply to the BOE upon request a separate
     and complete  "Site File." Each of the Services  and/or each segment of the
     Services  supplied and/or provided to, for, or on behalf of, each school or
     office  shall be noted in the Site File with,  as a  minimum,  the name and
     location of the school or office,  a detailed  inventory of the  equipment,
     software and materials furnished,  the name of each Board employee to, for,
     on, or on behalf of, any Service(s) was performed  (including dates, times,
     attendance with specific  notations of each Board  employee's  attendance),
     and  a  summary  of  each  Service  rendered.  The  Chancellor  or  his/her
     designee(s) may require  additional types of entries and/or  information to
     be included in each Site File.

          (F) At no cost or expense to the Board,  the Contractor  shall furnish
     any  and  all   equipment,   supplies  and  materials   necessary  for  the
     Contractor's  personnel  and/or  subcontractors  to  perform  the  Services
     effectively and satisfactorily.  The Contractor shall be solely responsible
     for  said  equipment,  supplies  and  materials  plus  all of  the  IVC/DLS
     equipment,   hardware,  software,   peripherals,   supplies  and  materials


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     regardless  of the cause of any and all theft of,  vandalism  and/or  other
     damage to the same  including,  but not limited  to, any and all  negligent
     acts and/or  omissions  of the Board and/or  CSD10,  any Board and/or CSD10
     members, officers,  managers, agents, employees,  contractors,  volunteers,
     licensees, invitees, students, students' family members/guardians,  as well
     as the negligent,  reckless and/or willful acts or omissions of individuals
     not  associated  with the Contractor or the  Board.<F4>  Nevertheless,  the
     Board and CSD10  shall  make  reasonable  efforts  to  secure  the  IVC/DLS
     equipment  from  unauthorized  access during such times when schools are in
     regular session and/or offices are open for regular business.

          (G) At any time that the  Contractor  shall  not be using the  IVC/DLS
     equipment,  software and materials for its proprietary educational programs
     or classes,  the Board/CSD10 may use the said IVC/DLS  equipment,  software
     and  materials  for any  legitimate  public  school  and other  educational
     purpose as reasonably  determined by the Chancellor or his/her designee(s).
     The  Board  and  CSD10 do hereby  agree  that  only  those  Board and CSD10
     employees  who shall have been trained by the  Contractor in the use of the
     IVC/DLS equipment, software and materials shall operate the said equipment,
     software and materials.

          (H)  Board  Facilities.  For  any  Services  furnished  to or for  BOE
               -----------------
     personnel  on  Board of  Education  premises,  the BOE  shall  ensure  that
     adequate space, as required by the nature of the  Contractor's  activity to
     be  conducted,  shall be  furnished  at no cost to the  Contractor  at each
     school site where the Services and/or other  activities are to occur.  This
     provision shall not operate in derogation of the Contractor's obligation to
     pay for custodial or other fees, as heretofore required at Paragraphs 2 and
     3(C),  in  connection  with the extended use  operation of its  proprietary
     educational  programs  and/or classes outside of hours when BOE schools are
     normally open for community use. Except for any hazardous  materials and/or
     wastes  produced,  brought and/or  generated by the  Contractor,  the Board
     shall  ensure  that  each  site is kept  clean and free of any and all fire
     and/or  safety  hazards.  In  accordance  with the  provisions  hereinafter
     expressed at Paragraph  4(K)(10),  the Contractor  shall be responsible for
     the safe, lawful disposal of any and all hazardous  materials and/or wastes
     that it or its staff,  consultants and subcontractors produce, bring and/or
     generate in the course of the provision of any of the Services.

          (I) In the performance of any and all Services,  in its relations with
     Board employees, and in its conduct of its proprietary educational programs
     and classes,  the Contractor  shall give equal  opportunity to all persons,
     and the  Contractor  shall not  discriminate  for any reason based on race,
     creed,  color, sex, sexual  orientation,  age, national origin,  ethnicity,
     disability, marital status, religion or political beliefs/affiliations.

-------------------
<F4>  This  sentence  shall be  construed  in  conjunction  with the  provisions
hereinafter  expressed at Paragraphs  4(P)-(Q).  The "negligent  improper misuse
and/or  abuse" of IVC/DLS  facilities,  as specified  hereinafter  at Paragraphs
4(P)-(Q),  shall not be deemed  for any reason  whatsoever  to be the same as or
similar to "theft of, vandalism and/or other damage to" IVC/DLS facilities. With
reference to IVC/DLS  facilities,  the term "other  damage" shall  include,  but
shall not necessarily be limited to, fire,  water leaks,  electric power surges,
magnetic  disturbances,  cleaning fluid or other chemical spills,  damage in the
course of unrelated felonious conduct, and so forth.



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          (J) The  Contractor  shall  cooperate  with the Board to evaluate  the
     Services under this Agreement.  The Contractor  must permit the Board,  its
     agents,  employees  and/or  volunteers to visit and observe the sites while
     Services are being  performed and to interview  staff and distribute  Board
     questionnaires and other materials.

          (K) Rules and Procedures for Construction-Related  Work and the Repair
              ------------------------------------------------------------------
     and  Maintenance of  Construction-Related  Work. The Contractor does hereby
     -----------------------------------------------
     covenant,  agree and  warrant  to comply in every  respect  with the rules,
     regulations,   policies  and  procedures   hereinafter  expressed  for  the
     construction  and  installation of the equipment and fixtures  expressed in
     the  Proposal,   the  repair  and  maintenance  of  such  construction  and
     installation  work,  and other Services at each Board school site where the
     Services are to be performed.

               (1) The BOE Division of School Facilities  (hereinafter expressed
          as "DSF") shall have the full right, power and authority to establish,
          maintain,  administer  and  interpret  all Board  rules,  regulations,
          policies  and  procedures  to be  followed  by the  Contractor  in the
          performance of all Services that directly  and/or  indirectly  involve
          any  construction,  alteration,  installation,  maintenance and repair
          work  and/or  activities  in,  on  and/or  about  the  Board's  school
          buildings and grounds.  Furthermore, DSF shall oversee and approve the
          Contractor's    performance   of   all    construction,    alteration,
          installation,  maintenance  and repair  aspects of the  Services to be
          furnished,  supplied  and/or  performed in, on and/or about BOE school
          buildings  and  grounds.  The  Contractor  shall be bound to adhere in
          every respect to all of the rules and  procedures  established  by DSF
          for any and all  construction,  installation,  maintenance  and repair
          activities  in,  on and/or  about the  Board's  school  buildings  and
          grounds.  DSF  shall  have  the  sole  right,  power,   authority  and
          discretion to update,  revise, add, delete,  amend or otherwise change
          any and all such rules and  procedures at any time during the Original
          and/or  Additional  Periods upon five (5) school calendar days advance
          written notice to the Contractor.

               (2) James F.  Lonergan,  Director  of DSF's  Office  of  Building
          Services,  or his  successor  as named by the  Chancellor  or  his/her
          designee(s)  with  written  notice  to  the  Contractor,   and/or  Mr.
          Lonergan's  designee(s),  shall be the DSF liaison with the Contractor
          and the Contractor's employees and subcontractors.  All correspondence
          and other  information  which the Contractor  and/or the  Contractor's
          employees and  subcontractors  shall or may send to Mr. Lonergan shall
          be addressed to him at the Board of Education of the City of New York,


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          Division  of School  Facilities,  Office of Building  Services,  28-11
          Queens  Plaza  North,  Room 540,  Long  Island  City,  New York 11101;
          telephone  number (718)  391-6530;  and,  fax number  (718)  391-6020;
          e-mail address JLONERGAN@NYCBOE.NYCENET.EDU.

               (3) Before  starting any Services  pertaining  to initial  and/or
          supplemental  construction,  alteration and/or  installation work, any
          reconstruction,  re-alteration and/or re-installation work, and/or any
          repair and  maintenance  work at each given  school site and/or  video
          production  studio,  the Contractor must furnish DSF a fully detailed,
          distinct Scope of Work for each such site and/or studio, each of which
          Scope of Work shall be in a form reasonably  satisfactory to DSF. Each
          Scope of Work  shall  include,  but not  necessarily  be  limited  to,
          drawings, schematics, and fully articulated and detailed written plans
          including,  but not  necessarily  limited  to,  materials,  labor  and
          methods of  construction,  alteration,  installation,  reconstruction,
          re-alteration  and/or  re-installation  in such  formats and with such
          content  as  DSF  shall  reasonably  require.  DSF  shall  have  sole,
          reasonable  discretion to approve each Scope of Work  submitted by the
          Contractor  for the  Services to be performed at each BOE school site.
          The Contractor may not commence Services  pertaining to initial and/or
          supplemental  construction,  alteration  and/or  installation  work or
          reconstruction,  re-alteration  and/or  re-installation work any given
          school site until receipt of written  approval of the applicable Scope
          of Work from DSF.  At the same time,  neither  DSF nor the  Contractor
          shall  unreasonably delay the approval process in any negotiations for
          modifications,  amendments,  revisions,  additions, deletions or other
          changes to each Scope of Work submitted by the Contractor.

               (4) The  Board's  "Instructions  to Bidders for  Requirement  and
          Service Contracts" form (hereinafter expressed as "R/S ITB") is hereby
          incorporated into, and made part of, this Agreement as "Attachment D."
          The R/S  ITB's  application  to the  Agreement  is hereby  limited  to
          Paragraphs  5A, 10, 16, 21, 22, 24, S.2, S.3, S.5, S.6, S.7, S.8, S.9,
          S.10,  S.11, S.12, S.13, S.14, and S.15 contained in said R/S ITB. The
          Contractor  must  comply with all  applicable  terms,  conditions  and
          specifications  contained  in the  R/S ITB in the  performance  of all
          Services   involving   initial   and/or   supplemental   construction,
          alteration and/or installation work, any reconstruction, re-alteration
          and/or re-installation work, and/or any repair and maintenance work at
          any given BOE site.

               (5)  The  BOE's   "RS-29   Requirement/Service   Contract"   form
          (hereinafter  expressed as "RS-29") is hereby  incorporated  into, and
          made part of, this  Agreement as  "Attachment  E." The entire RS-29 is
          hereby  deemed  to be  applicable  to this  Agreement  except  for the
          following:  the  portions of page 1  containing  blank  spaces for the
          entry of  information;  Article 2;  Article 2A; the third  sentence of
          Article 40;  Subparagraphs 1-4 of Article 40; Article 43A; Article 45;


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        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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          Article  46;  Article  48;  and,  the  executory  portions of page 43.
          Wherever  mentioned  in the RS-29,  (a) the term  "bidder"  shall mean
          "proposer"  and shall  denote the  Contractor,  (b) the term  "bid(s)"
          shall  mean  the  Proposal,  and  (c)  the  term  "specifications"  as
          contained in Article 12 and elsewhere in the RS-29 where it shall have
          the same  connotation  shall mean the Proposal.  The  Contractor  must
          comply  with  all  applicable  terms,  conditions  and  specifications
          contained in the RS-29 in the  performance  of all Services  involving
          initial   and/or   supplemental   construction,    alteration   and/or
          installation   work,   any   reconstruction,    re-alteration   and/or
          re-installation  work,  and/or any repair and maintenance  work at any
          given BOE site.

               (6) The Board's "Letter Agreement with Construction  Contractors"
          form  (hereinafter  expressed as "LACC  Form") is hereby  incorporated
          into,  and  made  part  of,  this  Agreement  as  "Attachment  F." The
          application  of the LACC Form to this  Agreement is hereby  limited to
          the following: the first and second unnumbered,  unbulleted paragraphs
          on page 2;  numbered  Paragraphs  1-3 on page 2; the first and  second
          unnumbered  paragraphs on page 3; numbered  Paragraphs  1-5 on page 3;
          numbered  Paragraphs  9-10 on page 5; and, all material on page 7. The
          Contractor  must  comply with all  applicable  terms,  conditions  and
          specifications  contained in the LACC Form in the  performance  of all
          Services   involving   initial   and/or   supplemental   construction,
          alteration and/or installation work, any reconstruction, re-alteration
          and/or re-installation work, and/or any repair and maintenance work at
          any given BOE site.

               (7) In the  event of any  special  circumstances  concerning  any
          Services involving  construction,  alteration and/or installation work
          or any reconstruction,  re-alteration  and/or  re-installation work at
          any given school site, the  Contractor  must agree and comply with all
          additional,   deleted,   amended,  revised  and/or  otherwise  changed
          instructions  affecting the  provisions  in the R/S ITB,  RS-29 and/or
          LACC Form, as determined in the sole, reasonable discretion of DSF.

               (8) Where a given BOE  site(s) is under the direct  care  custody
          and control of the Board of  Education,  all  approvals  for  Services
          pertaining to construction, alteration and/or installation work or any
          reconstruction,   re-alteration  and/or   re-installation  work  shall
          involve only the Chancellor, his/her designee(s) and/or DSF. Where the
          Board leases  and/or  licenses a site(s)  where any Services are to be
          rendered, the Contractor does hereby acknowledge,  stipulate and agree
          that the lease(s)  and/or license  agreement(s)  covering the affected
          BOE site(s)  shall  control and govern the  Contractor's  Services and
          activities  at the affected BOE site(s).  The  Contractor  does hereby
          acknowledge, stipulate and agree that most, if not all, BOE leases and
          license agreements contain provisions  requiring prior approval by the
          landlord   and/or   licensor  for  any  and  all  Services   involving
          construction,    alteration   and/or    installation   work   or   any


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          reconstruction,  re-alteration  and/or  re-installation  work  on  the
          leased  and/or  licensed  premises.  The  Contractor  shall make every
          reasonable  effort to  cooperate  with the Board to secure any and all
          necessary prior approvals from landlord  and/or  licensors  including,
          but not necessarily  limited to, supplying copies of the Scope of Work
          and  any and all  drawings,  schematics,  and  fully  articulated  and
          detailed  written plans  including,  but not  necessarily  limited to,
          materials,   labor   and   methods   of   construction,    alteration,
          installation, reconstruction,  re-alteration and/or re-installation in
          such  formats and with such  content as any given  landlord(s)  and/or
          licensor(s)  shall  reasonably  require.  The Contractor  shall comply
          fully and faithfully with any and all special  instructions by a given
          landlord(s)   and/or  licensor(s)  for  the  performance  of  Services
          involving   construction-related  work  at  any  given  leased  and/or
          licensed BOE site(s).  Furthermore,  the  Contractor  shall allow each
          affected  landlord and/or licensor to inspect the Contractor's work at
          each affected leased and/or licensed BOE site(s).

               (9)  The  Contractor  and  its  employees,   subcontractors   and
          subcontractor  employees shall perform all Services  involving initial
          construction,   alteration   and/or   installation   work  and/or  any
          reconstruction,  re-alteration  and/or  re-installation  work  at each
          given   school   site  in  the  least   physically   destructive   and
          pedagogically intrusive manner reasonably possible. In particular, the
          Contractor's attention is drawn to BOE rules, regulations,  procedures
          and policies  regarding asbestos and lead paint in school buildings as
          well as fire  safety and other  safety  aspects  of school  buildings,
          which the  Contractor  shall follow in every  respect.  The Contractor
          shall  familiarize  itself  and  its  employees,   subcontractors  and
          subcontractor  employees with all  applicable BOE rules,  regulations,
          procedures  and policies  regarding  asbestos and lead paint in school
          buildings  as well as fire safety and other  safety  aspects of school
          buildings.  Upon the Contractor's  written request,  DSF shall furnish
          copies  of all  applicable  BOE  rules,  regulations,  procedures  and
          policies.

               (10) Hazardous and Other Wastes. At each BOE site, the Contractor
                    --------------------------
          shall furnish and utilize  adequate  apparatuses to render any and all
          wastes  generated  during the course of the  provision of the Services
          capable of disposal through conventional means by neutralizing any and
          all hazardous  substances  contained  therein,  in accordance with all
          applicable  Federal,  State,  City of New  York and BOE  laws,  rules,
          regulations,  policies and guidelines. If any such wastes such as, but
          not limited to, friable asbestos, are not capable of being neutralized
          in a cost effective manner,  the Contractor shall arrange for disposal
          in a manner that both conforms  with all  applicable  Federal,  State,
          City of New  York  and BOE  laws,  rules,  regulations,  policies  and
          guidelines  and minimizes any potential for exposure to such wastes by
          BOE  employees,  pupils  and  invitees.  If the  Board  possesses  the
          capability and funding to dispose of any such wastes,  the Board shall


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          have the option, on a case-by-case and site-by-site  basis, to arrange
          for the  disposal  of all or any  portion of any such  wastes.  If the
          Board elects to exercise this option for any one or more  instances at
          any one or more BOE sites,  DSF shall provide written  notification to
          the  Contractor  to release the  Contractor  from  responsibility  for
          disposal in the given  instance(s)  at the given school  site(s).  Any
          release from responsibility for waste disposal shall apply only to the
          instance(s)  and the BOE site(s)  specifically  expressed in each such
          written  notification.  Until receipt of each such written notice from
          the Board,  if any, the Contractor  shall remain liable to comply with
          all waste disposal requirements expressed in this Agreement.

               (11) Contractor's  Performance of Construction-Related  Work. The
                    -------------------------------------------------------
          following  terms,   conditions  and  specifications  shall  given  the
          Contractor's  performance  of all Services  involving  initial  and/or
          supplemental  construction,  alteration  and/or  installation  work or
          reconstruction,    re-alteration,   re-installation,   repair   and/or
          maintenance work at each given BOE site.

                    (a) The Board, at its reasonable discretion,  shall have the
               right to inspect the progress of all initial and/or  supplemental
               construction,    alteration    and/or    installation   work   or
               reconstruction,  re-alteration,  re-installation,  repair  and/or
               maintenance  work at each BOE site and will submit any objections
               in writing promptly following such inspections.

                    (b) The work shall be  substantially  complete when each and
               all of the  following  conditions  shall exist or shall have been
               fulfilled:

                         (i) the  work,  including  all major  items of  initial
                    and/or supplemental construction,  alteration, installation,
                    re-construction,   re-alteration,   re-installation,  repair
                    and/or maintenance which the Contractor must perform, as set
                    forth  in the  Proposal,  have  been  substantially  but not
                    entirely  complete and all building and utility  systems are
                    operative and in normal working order; and,

                         (ii)   all   governmental   permits,    approvals   and
                    certificates,  as and if  applicable,  have been obtained by
                    the Contractor, including all supporting certificates and/or
                    documentation pertaining thereto, have been issued; and,

                         (iii) the  uncompleted  work does not unduly  interfere
                    with the Board's  ability to use the  affected  BOE site for
                    normal school purposes; and,

                         (iv) the  premises  around  each  work  site  have been
                    cleaned as follows:  the  interior  shall be broom clean and
                    the sidewalks,  curbs,  driveways,  grounds and passageways,
                    adjoining and/or appurtenant to each affected BOE site shall
                    be free and  clear of dirt,  debris,  rubbish  or any  other
                    obstruction.



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        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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                    (c) When the  Contractor  believes that the  conditions  set
               forth in Paragraph  4(K)(11)(b)(i-iv) have been satisfied at each
               given  BOE  site,  the  Contractor  shall  submit to the Board in
               writing a statement that, in the  Contractor's  opinion,  all the
               work at a given school site has been substantially  completed and
               that  the  Contractor  has  fulfilled  all  the  requirements  of
               Paragraph 4(K)(11)(b)(i-iv)  (hereinafter expressed as "notice of
               substantial  completion").  Further, the Contractor shall compile
               and  submit  to the  Board  for its  review,  together  with said
               notice,  a punch list of all uncompleted  minor items of the work
               at each such BOE site and the expected date of completion of such
               items.

                    (d) The Board shall inspect each BOE site within twenty (20)
               business  days  of  receipt  of  written  notice  of  substantial
               completion and shall report in writing to the  Contractor  either
               (i) the Board agrees that  Paragraph  4(K)(11)(b)(i-iv)  has been
               fulfilled and that the work at a given BOE site is  substantially
               complete,  or (ii) the Board  disagrees with the  Contractor,  in
               which  case the Board  shall  specify in writing in what ways the
               Contractor  has failed to fulfill the  requirements  of Paragraph
               4(K)(11)(b)(i-iv).   In  such   event,   the   Contractor   shall
               immediately   commence   correction(s)   of  the  problem(s)  and
               diligently   proceed  with   continuity  to  complete  said  work
               (hereinafter  expressed as  "corrections").  The Contractor shall
               notify the Board in writing  when said  corrections  are complete
               (hereinafter  expressed  as "notice of  corrections").  The Board
               shall  have ten (10)  business  days to inspect  corrections  and
               raise objections in writing (hereinafter expressed as "response")
               to the Contractor's notice of corrections.  The Board retains the
               right to inspect the  premises  at any time during this  process.
               The process of notice,  response and corrections at each BOE site
               may  be  repeated  until  the  Board  agrees  that  the  work  is
               substantially  complete.  If the Board  fails to  respond  to the
               Contractor's  notice that corrections have been completed and the
               work at each given BOE site are substantially complete, such work
               will be deemed by the parties to be substantially complete, as of
               the date of the  Contractor's  most recent notice of  corrections
               plus ten (10) business days.

                    (e) The Board shall have eight (8) weeks  after  substantial
               completion  of the work at each  given BOE site to add such minor
               items as it deems to be uncompleted to the punch list prepared by
               the  Contractor.  The  Contractor  shall  commence and diligently
               complete all uncompleted items listed on such punch list.



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                    (f) The Contractor  does hereby covenant that the work to be
               performed by the Contractor and all parts thereof including,  but
               not limited  to,  masonry,  drilling,  electrical  equipment  and
               systems,  installations and fixtures,  pipings and fittings shall
               be new and constructed in a good workmanlike  manner and shall be
               in good working order and condition.  The Contractor  does hereby
               warrant the masonry, drilling, installation, fixtures, electrical
               systems,  etc., all parts thereof,  and all work performed by the
               Contractor  to be in  good  working  order  for  one  year  after
               substantial completion,  except damage caused by the improper use
               by the Board.  If warranties or guarantees  covering the Services
               are available from suppliers, manufacturers, or builders, and are
               equal to or longer in duration  than the time  specified  herein,
               the Contractor shall secure such warranties or guarantees for the
               Board's  benefit.  The Contractor  shall deliver to the Board all
               warranties or guarantees from its  subcontractors,  suppliers and
               other sources within thirty (30) days of  substantial  completion
               of the work at each give school site or at such other time during
               the course of the Services as the Chancellor, his/her designee(s)
               and/or  DSF shall  specify  in  writing,  such  delivery  to be a
               condition  precedent to the  Contractors use of each given school
               site.

                    (g) The Contractor shall obtain all permits, special permits
               and  variances  necessary  for  any   construction-related   work
               specified heretofore and in the Proposal;  provided, however, the
               Board shall be  responsible  to obtain such  permits,  if any, as
               shall be required for the  operation of equipment  subsequent  to
               final  completion of the work.  Upon written  request to DSF, the
               Board shall provide  reasonable  assistance to the  Contractor to
               obtain any necessary permits, special permits and/or variances.

          (L) Contractual  Oversight  Administrator for Each  School/Office Site
              ------------------------------------------------------------------
     for  Inspection  and Approval of  Non-Construction  Related  Services.  The
     ---------------------------------------------------------------------
     Chancellor or his/her  designee(s)  shall appoint at least one  contractual
     oversight  administrator  for each school or other  location where Services
     are to be performed and/or delivered. For each appointment of a contractual
     oversight  administrator(s)  for each such  school or other  location,  the
     Chancellor's   designee(s)   shall  arrange  for  the   completion  of  the
     "Contractual  Oversight  Administrator  Appointment  Form," which is hereby
     made a part of, and  incorporated  into,  this Agreement as "Attachment G."
     Upon completion of each  Contractual  Oversight  Administrator  Appointment
     Form, the Chancellor or his/her designee(s) shall (1) check the appropriate
     box for approval and place his/her  signature on the  appropriate  line for
     approval, (2) make a copy of the form for the CSD10 contract file, (3) make
     a copy of the form and transmit it to the  Contractor for the Contractor to
     place in the Site  File,  and (4) return  the  original  form to the school
     principal.


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        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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          (M)   Inspection   and   Approval  of  Audio,   Video,   Computer  and
                ----------------------------------------------------------------
     Telecommunications Hardware, Software, Peripherals and Other Equipment. The
     ----------------------------------------------------------------------
     Board may withhold  acceptance of, or reject, any item(s) of audio,  video,
     computer and telecommunications hardware,  software,  peripherals and other
     equipment and Services (herein  occasionally  expressed as "item[s]") to be
     delivered  to,  and  installed  at,  each  BOE  site  that is  found,  upon
     inspection,  not to conform to the terms,  conditions and specifications of
     this Agreement.  The exercise by the Board of the right of inspection shall
     in no way  whatsoever be deemed as a waiver by the Board of any  warranties
     or of the  Contractor's  obligation  to deliver  items that  conform to the
     terms, conditions and specifications of this Agreement.

               (1)   For   each   item   of   audio,    video,    computer   and
          telecommunications hardware, software, peripherals and other equipment
          and Services to be delivered to, and installed at, each BOE site,  the
          CSD10 site's contractual oversight  administrator(s)  shall perform an
          inspection  to ascertain  the  complete  and  operable  nature of such
          goods.  The Contractor  shall  cooperate  fully with each  contractual
          oversight  administrator by furnishing and/or performing at least, but
          not  necessarily  limited to, the  following:  (a) a  copy(ies)  of an
          inventory  check list of all items to be  delivered  to each  affected
          school and/or studio site including,  but not necessarily  limited to,
          each piece of  equipment,  each piece of  electrical  wiring needed to
          accompany each piece of equipment,  instruction manuals, each piece of
          software,   each  warranty  certificate,   and  so  forth,  which  the
          contractual  oversight  administrator(s)  shall  promptly  certify  in
          writing to the  Chancellor's  designee(s)  as complete and in apparent
          good working order; (b) a clear estimation of where,  when and how the
          entire  system  at each  school  shall be  installed  and  made  fully
          operable,  which  the  contractual  oversight  administrator(s)  shall
          promptly  confirm  in  writing  to the  Contractor  with a copy to the
          Chancellor's   designee(s);    and,   (c)   a   complete   operational
          demonstration   after  the   Contractor   has  finished  the  complete
          installation,  programming  and set up of the  system(s)  at each  BOE
          site, the completion and satisfactory/unsatisfactory nature and extent
          of which the  contractual  oversight  administrator(s)  shall promptly
          certify in writing to the Chancellor's designee(s).

               (2) The Contractor shall have five (5) business days from receipt
          of each contractual oversight administrator's written confirmation, as
          expressed  in the  immediately  preceding  paragraph,  to  furnish  in
          writing  to  the  Chancellor's   designee(s)  any  corrections  and/or
          clarifications  to each  contractual  oversight  administrator's  said
          written  confirmation.  The  Contractor may not begin to use any given
          school  site  until  the  following  shall  have  occurred:  (a)  each


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          contractual  oversight  administrator  shall  have  sent a copy of the
          inventory  check  list for  each  given  BOE site to the  Chancellor's
          designee(s) with a written  certification that every item of equipment
          has been  delivered  in  complete  and  good  working  order;  (b) the
          Chancellor's   designee(s)   shall  have   received  a  copy  of  each
          contractual  oversight  administrator's  written  confirmation  of the
          Contractor's   installation   procedure   estimation;   and,  (c)  the
          Chancellor's   designee(s)   shall  have   received  a  copy  of  each
          contractual oversight  administrator's  written certification that the
          Contractor's  operational  demonstration  of the system(s) at each BOE
          site has been complete and satisfactory.

               (3) Each item and/or  component  part thereof that is customarily
          labeled  and/or  identified  must have  securely  affixed  thereto the
          original,  unmutilated label(s) and/or marking(s) of the manufacturer,
          distributor  and/or other supplier,  as applicable.  The  Contractor's
          failure and/or refusal to comply with this requirement shall be deemed
          to be sufficient  cause for rejection of the affected  item(s)  and/or
          component part(s) thereof. In cases where a label(s) and/or marking(s)
          are required by any applicable  law, rule,  regulation,  policy and/or
          guideline,  such label(s)  and/or  marking(s)  must be affixed to each
          item and/or  component  part  thereof--even  if such  labeling  and/or
          marking  necessitates  the repetition of such labeling  and/or marking
          upon numerous identical items and/or component  parts--delivered under
          this Agreement.

          (N) Deliveries.  Except where otherwise  stipulated in this Agreement,
              ----------
     the Contractor shall make deliveries only between the hours of nine o'clock
     in the forenoon  (9:00 A.M.) and four o'clock in the afternoon  (4:00 P.M.)
     on BOE school  calendar  days,  except in cases of  deliveries to the CSD10
     offices when the days shall  include all BOE business  days. At its option,
     the Board may consent to receive deliveries during hours or on days outside
     those expressed in the immediately  preceding sentence,  provided that such
     permission is expressed in writing and  furnished  reasonably in advance of
     the date and time of delivery.  The Contractor must obtain  verification of
     delivery  of each  item or  component  part  thereof  from the  appropriate
     contractual oversight  administrator(s),  and no deliveries shall be deemed
     to have been  received by the BOE unless the packing  documents or shipping
     receipt  accompanying  each such item or component  part thereof shall have
     been signed by the said appropriate contractual oversight administrator(s).

          (O) Product and  Service  Warranties.  At the time each item of audio,
              --------------------------------
     video, computer and telecommunications hardware, software,  peripherals and
     other  equipment  and  Services  is  delivered  to,  furnished  to,  and/or
     installed  at each BOE site,  the  Contractor  shall  obtain,  transfer and
     deliver  to the Board of  Education  all  warranties  and  guarantees  from
     suppliers, subcontractors and/or materialmen with respect to each said item
     and/or component part thereof.  The Contractor shall complete each warranty
     and/or guarantee  application or registration form in such a manner so that
     each such warranty and/or guarantee shall inure to the benefit of the Board
     of Education. Furthermore, the Contractor does hereby warrant and guarantee


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        ----------------------------------------------------------------

     that,  throughout the Term  (hereinafter  expressed as "Warranty  Period"),
     each such item and  component  part thereof  shall be free from any defects
     and/or faulty workmanship and, under normal use and service,  shall perform
     in accordance with the terms,  conditions and  specifications  expressed in
     the  Proposal,  any  other  publication(s)  issued by the  Contractor  with
     respect  to any such  items  and/or  component  parts  thereof,  and/or any
     publication  issued by the supplier,  developer and/or  manufacturer of any
     such items and/or  component  parts  thereof.  For all intents and purposes
     under this Agreement,  the Warranty  Period for each item of audio,  video,
     computer and telecommunications hardware,  software,  peripherals and other
     equipment and Services to be delivered to,  furnished to, and/or  installed
     at  each  BOE  site  shall  commence  on the  date  that  the  Chancellor's
     designee(s)  shall  receive  each  contractual  oversight   administrator's
     written certifications as heretofore required.

          (P) Product and Services Support,  Maintenance and Repair.  During the
              -----------------------------------------------------
     Warranty Period,  the Contractor  shall be responsible to supply,  deliver,
     furnish, provide, render, equip, perform, install and otherwise fulfill the
     requirements  of the  continued  support  for each  item of  audio,  video,
     computer and telecommunications hardware,  software,  peripherals and other
     equipment and Services to be delivered to,  furnished to, and/or  installed
     at each  school or office  site.  The term  "continued  support"  is hereby
     defined to include, but shall not be limited to, maintenance, repair and/or
     replacement  of each item  and/or  component  part  thereof,  ongoing  user
     training,  and the installation  and/or  incorporation of  state-of-the-art
     improvements  and/or engineering,  as developed,  into and for each item of
     audio,  video,   computer  and   telecommunications   hardware,   software,
     peripherals and other equipment and Services to be delivered to,  furnished
     to, and/or  installed at each school or office site. The  Contractor  shall
     furnish  such  continued  support,  as  maintenance,  throughout  the  Term
     including, but not limited to, the Original Period, the Additional Periods,
     if any, and any further renewal and/or extension periods of this Agreement.
     The Contractor  shall make available to the Board  maintenance  and ongoing
     technical   support   for  each  item  of  audio,   video,   computer   and
     telecommunications hardware, software,  peripherals and other equipment and
     Services to be delivered to,  furnished to, and/or installed at each school
     or office site. The Contractor shall itself maintain,  or shall have access
     to, an adequate inventory or stock of each item and component parts thereof
     to  make  necessary  repairs  and/or  replacements  of  such  items  and/or
     component parts thereof within seventy-two (72) hours of receipt of written
     notice from the Board pertaining to a problem.  Paragraph 2 to the contrary
     notwithstanding,  CSD10  shall  be  responsible  to pay for  any  continued
     support  during the  Warranty  Period,  which  continued  support  shall be
     occasioned  by the  negligent  improper  misuse and/or abuse of the IVC/DLS
     equipment by BOE employees, students, volunteers and/or invitees that shall
     render any warranty  unenforceable.  The preceding sentence shall not apply
     to repairs and/or replacements occasioned by normal wear and tear.


                                    Page 23
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        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
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          (Q)  Repair  and  Maintenance  of  Hardware,   Peripherals  and  Other
               -----------------------------------------------------------------
     Equipment after the Warranty  Period.  After the expiration of the Warranty
     ------------------------------------
     Period for any given item or component part thereof,  the Contractor  shall
     provide  maintenance  and  repair  service  for each item of audio,  video,
     computer and telecommunications hardware,  software,  peripherals and other
     equipment and Services delivered to, furnished to, and/or installed at each
     BOE site.  Such repair and  maintenance  service is more fully described in
     the Proposal.  As heretofore expressed at Paragraph 2, the Contractor shall
     bear any and all costs for repair and  maintenance  service  charges at its
     sole cost and expense,  except that CSD10 shall be  responsible  to pay for
     any repairs after the Warranty Period, which repairs shall be occasioned by
     the negligent  improper misuse and/or abuse of the IVC/DLS equipment by BOE
     employees, students, volunteers or invitees. The exception contained in the
     preceding   sentence  shall  not  apply  to  repairs  and/or   replacements
     occasioned by normal wear and tear.

          (R) With respect to all of the continuing support, maintenance, repair
     and replacement provisions contained in this Agreement, the Contractor does
     hereby stipulate and agree that all of the IVC/DLS audio,  video,  computer
     and telecommunications hardware, software,  peripherals and other equipment
     shall  experience  extensive  use by both  CSD10 and the  Contractor  under
     normal circumstances.  Therefore,  the Contractor does hereby stipulate and
     agree it will be ordinary,  reasonable  and necessary in the regular course
     of its  performance of this Agreement for the Contractor to provide regular
     periodic continuing support, maintenance, repair and replacement of all the
     IVC/DLS audio, video, computer and telecommunications  hardware,  software,
     peripherals and other equipment throughout the Term.

          (S) Training Services.  For all general and particular  purposes,  the
              -----------------
     following terms,  conditions and specifications shall govern the Contractor
     provision of training under this Agreement.

               (1) At no cost to the Board,  the Contractor  shall provide first
          quality   in-service    training   workshops,    courses,    lectures,
          demonstrations  and  materials  to forty  (40)  CSD10  administrative,
          pedagogical and support employees  throughout the first year that each
          item  of  audio,  video,  computer  and  telecommunications  hardware,
          software,  peripherals  and other  equipment and Services is in use at
          school and other BOE sites.  The Contractor  shall make available such
          in-service training workshops,  courses, lectures,  demonstrations and
          materials on a schedule to be set at the reasonable  discretion of the
          Chancellor's designee(s). At its sole option, the Contractor may elect
          at any time during the Term to offer  in-service  training  workshops,
          courses,  lectures,  demonstrations  and materials to additional CSD10
          administrative,   pedagogical  and  support  employees.  Each  of  the
          Contractor's  training  courses  shall be not more than  sixteen  (16)
          fours in duration.



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               (2) During the Term beyond the first year period,  the Contractor
          shall furnish such BOE employee training as necessary to ensure that a
          minimum  of forty  (40)  BOE/CSD10  employees  are  proficient  in the
          effective  operation  of the  Contractor's  equipment,  materials  and
          supplies.

               (3) In the event that the Contractor  shall fail and/or refuse to
          comply with the training requirements specified in this Agreement, the
          Chancellor or his/her  designee(s) for general  contractual  oversight
          may, at his/her option, cancel the balance of the Term upon sixty (60)
          days advance  written notice to the  Contractor.  If the Chancellor or
          his/ her designee(s) for general contractual  oversight shall exercise
          the option in the preceding  sentence,  the Contractor  shall have the
          option   within  sixty  (60)   calendar  days  from  receipt  of  such
          cancellation  to retain all right,  title and  interest  in all of the
          IVC/DLS  equipment that it shall have installed in any BOE school site
          (except for the IVC/DLS equipment installed at CSD10 headquarters) and
          to remove such  equipment  from BOE school  sites at its sole cost and
          expense,  which cost and expense shall include the complete repair and
          restoration  of  all  affected  BOE  school  premises  to  their  good
          conditions as if the Contractor's occupancy shall have never occurred.
          If the  Contractor  shall fail and/or refuse to perform the repair and
          restoration work expressed in the preceding sentence to the reasonable
          satisfaction of the Chancellor or his/her designee(s),  the Contractor
          does  hereby  agree and  warrant  that it shall not  remove any of the
          IVC/DLS  equipment  that it shall have installed any BOE school sites;
          and, the  Contractor  does hereby  stipulate and agree that,  upon its
          departure from an affected BOE school site(s)  without having effected
          the said satisfactory  repair and restoration  work, all right,  title
          and interest to the IVC/DLS  equipment located in all BOE school sites
          shall pass from the Contractor to the BOE without the necessity of any
          further action by the parties.

     (T) Transfer of Ownership upon Expiration of the Term. At the expiration of
the fourth Additional  Period of the Term, all right,  title and interest in the
IVC/DLS equipment, software,  peripherals,  materials and supplies and all other
goods,  commodities and supplies that the Contractor shall have installed at BOE
school,  office or other  locations  shall  transfer from the  Contractor to the
Board of  Education,  and the Board of Education  shall be the sole owner of all
such IVC/DLS equipment,  software,  peripherals,  materials and supplies and all
other  goods,  commodities  and  supplies.  If the  Contractor  shall add and/or
upgrade any units of IVC/DLS  equipment,  software,  peripherals,  materials and
supplies and/or replace any of the same with enhanced, modernized and/or updated
units of at least the same  utility,  then all right,  title and interest in the
affected units shall be and remain in the Contractor until the expiration of the
fifth Additional Period of the Term,  whereupon all right, title and interest in
the affected units of IVC/DLS equipment,  software,  peripherals,  materials and
supplies shall  transfer from the Contractor to the Board of Education,  and the
BOE  shall  be  the  sole  owner  of  all  such  IVC/DLS  equipment,   software,


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peripherals, materials and supplies. If for any reason whatsoever the Contractor
shall  materially  default in its  performance  of this Agreement or shall cease
educational  operations at the BOE sites,<F5>  all right,  title and interest in
the IVC/DLS  equipment,  software,  peripherals,  materials and supplies and all
other goods,  commodities and supplies that the Contractor  shall have installed
at BOE school,  office or other  locations shall transfer from the Contractor to
the Board of  Education,  and the Board of Education  shall be the sole owner of
all such IVC/DLS equipment,  software,  peripherals,  materials and supplies and
all other goods,  commodities and supplies.  If for any reason the right,  title
and interest in any of the IVC/DLS equipment, software,  peripherals,  materials
and supplies shall not transfer from the Contractor to the BOE at the expiration
or other  termination of this  Agreement,  the Contractor  shall have the option
within ninety (90) calendar days of any such expiration or other  termination of
this  Agreement  to  remove  the  same at its  sole  cost  and  expense.  If the
Contractor  shall  elect  to  remove  any  such  IVC/DLS  equipment,   software,
peripherals, materials and supplies, then the Contractor must repair and restore
any affected BOE real and personal property to its good,  serviceable  condition
as if the Contractor's installation shall have never occurred. If the Contractor
shall fail and/or refuse to perform the repair and restoration work expressed in
the  preceding  sentence to the  reasonable  satisfaction  of the  Chancellor or
his/her designee(s),  the Contractor does hereby agree and warrant that it shall
not remove any of the IVC/DLS  equipment  that it shall have  installed  any BOE
school sites; and, the Contractor does hereby stipulate and agree that, upon its
departure from an affected BOE school site(s)  without having  effected the said
satisfactory  repair and restoration work, all right,  title and interest to the
IVC/DLS equipment located in all BOE school sites shall pass from the Contractor
to the BOE without the necessity of any further action by the parties.

     (5) SPECIAL PROVISIONS TO ELIMINATE FEDERAL,  STATE AND LOCAL SALES, EXCISE
         -----------------------------------------------------------------------
AND USE  TAX  PAYMENTS.  The  Board  and the  Contractor  do  hereby  stipulate,
----------------------
acknowledge and agree that the Board of Education is a municipal  corporation as
defined under the Education Law and the General Construction Law of the State of
                  -------------         ------------------------
New York, and that the BOE is thereby exempt from the payment of Federal,  State
and/or local sales,  excise and/or compensating use taxes, as provided under the
U.S. Internal Revenue Code and the Tax Law of the State of New York.  Therefore,
--------------------------         -------
the  Contractor  shall have the  opportunity  to eliminate  all payments of such
taxes for otherwise taxable goods, supplies,  equipment,  services, and so forth
that the Contractor shall purchase,  lease and/or otherwise  lawfully acquire in
the performance of the Services under this Agreement.

-------------------
<F5> The phrase  "...or shall cease  educational  operations  at the BOE sites,"
shall not  include  any  cessation  of  educational  operations  arising  from a
reduction(s) or elimination(s) of funding to the BOE that curtails or eliminates
a Beacon School(s). In addition, the said phrase shall not include any act(s) of
commission  by the BOE and/or  CSD10 that causes or allows the  cessation of the
Contractor educational operations at the BOE sites.



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          (A) The Board of Education does hereby appoint,  designate and approve
     the  Contractor  to be and to act as the  Board's  official  agent  for the
     purchase,  lease  and/or other forms of lawful  acquisition  of any and all
     goods, commodities,  materials,  supplies,  equipment,  hardware, software,
     services,  and so forth that the Contractor shall reasonably and ordinarily
     need to perform the Services under this Agreement.  It is intended  between
     the parties that this agency  appointment  shall be limited strictly to the
     purposes  of the  Contractor's  performance  of  the  Services  under  this
     particular Agreement and for no other purposes. In furtherance thereof, the
     Board shall furnish to the  Contractor a letter on official BOE  letterhead
     stationery of the said agency appointment that the Contractor shall utilize
     in all of its  purchases,  leases and/or other forms of lawful  acquisition
     from the Contractor's suppliers,  sellers, lessors,  lenders,  consultants,
     subcontractors  and  other  sources.  The said  letter of  official  agency
     appointment is hereby made a part of, and incorporated into, this Agreement
     as "Attachment H."

          (B) In the event  that any of the  Contractor's  subcontractors  shall
     make any purchases,  leases and/or other forms of lawful acquisition on the
     Contractor's behalf pursuant to this Agreement,  the Contractor may require
     such subcontractors to use their best reasonable efforts to seek and obtain
     the appropriate  sales,  excise and/or use tax  exemptions.  In furtherance
     thereof, the Board shall furnish to the Contractor, upon written request, a
     letter  on  official   letterhead   stationery  of  the  purchasing  agency
     appointment of each such subcontractor and/or  subcontractor  employee that
     the  said  person  and/or  entity  shall  utilize  in  all  of  his/her/its
     purchases,  leases,  bartering,  borrowing  and/or  other  forms of  lawful
     acquisition  from any affected  suppliers,  sellers,  lessors,  lenders and
     other sources.

          (C) Whereupon  the  Contractor  shall need such an agency  appointment
     letter(s) for any of its and/or  subcontractor  employees  and/or whereupon
     the  Contractor  shall  need  any  assistance,  advice  or  modification(s)
     regarding its agency  appointment  letter(s),  the Contractor shall provide
     written notice of such request to Michael P. Coneys, Esq., Attorney, (or to
     his successor), Board of Education of the City of New York, Office of Legal
     Services,  110 Livingston Street, Room 920, Brooklyn,  New York 11201-5068;
     telephone     (718)     935-3608;     fax    (718)     935-3625;     e-mail
     MCONEYS@NYCBOE.NYCENET.EDU.

     (6)  OWNERSHIP  OR  RELATIONAL  CHANGES.  Subsequent  to  execution of this
          ----------------------------------
Agreement, the Contractor shall be obligated to notify the Chancellor or his/her
designee(s) in writing within ten (10) calendar days in the event of a change(s)
in any of the following:  (A) beneficial owners (including,  without limitation,
parent  and  over-parent  entities),  limited  or  general  partners,  silent or
apparent  partners,  major shareholders (more than ten percent stock ownership),
elected or appointed officials, officers and/or directors of the Contractor; (B)
subsidiary and/or affiliated  entities that are directly or indirectly  involved
in the performance of this Agreement;  (C)  consultants,  subconsultants  and/or
subcontractors  directly  or  indirectly  involved  in the  performance  of this
Agreement;  (D) transfer payees or payment assignees;  and, (E) any relationship
that might involve or create a conflict of interest.



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     (7) CONTRACTOR'S  REPORTS. The Contractor shall comply fully with all Board
         ---------------------
requests  for  fiscal,  programmatic,  progress,  and any and all other types of
reports.  Progress reports shall include, but shall not be limited to, the names
and numbers of school sites  served,  the type(s) of  service(s)  provided,  the
date(s) of the service(s),  attendance and, where applicable,  achievement data.
The  Contractor  shall provide all reports in the  format(s) and  frequency(ies)
reasonably determined by the Chancellor or his/her designee(s).

     (8) INSURANCE.  The following terms,  conditions and  specifications  shall
         ---------
prescribe and govern the Contractor's  obligations with respect to insurance for
all general and particular  intents and purposes under this Agreement,  all else
to the contrary notwithstanding.

          (A) The Contractor shall obtain all required  insurance  coverage from
     insurers  licensed by the New York State  Superintendent of Insurance to do
     business in New York State.  Not later than thirty (30) days after the date
     of execution of this  Agreement and before the start of any of the Services
     under this Agreement,  the Contractor shall submit to CSD10 evidence of the
     insurance  specified  herein  together  with all  supporting  documentation
     reasonably deemed necessary by the Chancellor or his/her  designee(s).  The
     Contractor  shall  arrange with its  carrier(s) to have the Board and CSD10
     appear as additional  insured  parties on every policy and  certificate  of
     insurance for all required coverage. The Contractor shall not obtain or use
     any insurance  policy(ies)  or  contract(s)  for purposes of this Agreement
     that  contains  any  endorsement   exclusions  relating  to  an  additional
     insured's negligence,  relating to the maintenance, use and operation of an
     additional  insured's  realty  or  personalty,  or  relating  to any  other
     activities by an additional  insured that arise from, or in the context of,
     this  Agreement.  The  Contractor  shall  transmit one (1) copy each of all
     insurance  policies and certificates of insurance to the Board of Education
     of the City of New York,  Community  School District 10, One Fordham Plaza,
     Bronx, NY 10458,  Attention:  Ms. Irma Zardoya. The Board's receipt of such
     policies and certificates shall be a condition  precedent to any payment by
     the  Board  to  the  Contractor  under  this  Agreement.  Furthermore,  the
     Contractor  shall transmit an  informational  copy of this Agreement to its
     insurance  carrier(s) together with a cover  letter(s)--the cover letter(s)
     shall  identify  the  Contractor's  insurance  policy(ies)  and/or  account
     number(s)--that  alerts and informs the carrier(s) of the existence of this
     Agreement and the particular  insurance  provisions  contained herein.  The
     Contractor  shall maintain the hereinafter  prescribed  levels of insurance
     coverage throughout the Term of this Agreement (including,  but not limited
     to, original, additional, renewal and extension periods).

               (1) The Contractor shall obtain  comprehensive  general liability
          insurance coverage for property damage and personal injury (including,


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        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        ----------------------------------------------------------------

          but not limited to death,  sickness,  disease and impairment),  caused
          directly  or  indirectly  by any  negligent  act(s) of  commission  or
          omission of the Contractor and/or the Contractor's  agents,  servants,
          employees,   owners  (including,   without   limitation,   parent  and
          over-parent  entities),   partners  (including,   without  limitation,
          general, limited, silent and apparent partners),  directors, officers,
          elected or appointed officials, members, subcontractors, subcontractor
          employees,  volunteers, invitees, licensees, designees, assigns or any
          other  representatives.   The  liability  limit  for  personal  injury
          (including,   but  not  limited  to,  death,  sickness,   disease  and
          impairment)  shall be not less than One Million  United States Dollars
          ($1,000,000.00)  per occurrence,  and the liability limit for property
          damage shall be not less than Two Hundred Fifty Thousand United States
          Dollars ($250,000.00) per occurrence.

               (2) The Contractor shall obtain  employer's  liability  insurance
          with  coverage  limits  of not less  than One  Million  United  States
          Dollars ($1,000,000.00) per occurrence.

          (B) Worker's  Compensation  Insurance.  The Contractor  shall maintain
              ---------------------------------
     Worker's  Compensation  insurance in the manner and amount(s) as prescribed
     by law.  The  Contractor  shall not begin any  services  and/or work in, on
     and/or  about  the  Board's  real  property  until  having  filed  a  valid
     certificate  of  insurance  for  Worker's  Compensation  coverage  with the
     Chancellor's designee(s).

          (C) Required Rider Provisions.  The Contractor shall ensure that every
              -------------------------
     policy  for  all  of the  insurance  coverage  required  pursuant  to  this
     Agreement  shall  contain the following  provision via a rider  attached to
     every such policy:

               (1) Any and all notices that the insurer(s)  shall provide to the
          Board shall be addressed to the  Chancellor or his/her  designee(s) at
          "Board of Education of the City of New York, Community School District
          10, One Fordham Plaza, Bronx, NY 10458, Attention: Ms. Irma Zardoya.

               (2) The Contractor shall transmit prompt notice of each coverable
          accident or occurrence to the Contractor's appropriate insurer(s) with
          such notice  transmittal  to occur not later than  required  under the
          Contractor's  insurance  policy(ies)  or  contract(s).  The Contractor
          shall transmit notice of each coverable  accident or occurrence to the
          Chancellor or his/her designee(s) within five (5) school calendar days
          of the affected accident or occurrence.

               (3) The Contractor's  insurance  policy(ies) or contract(s) shall
          not be terminated,  revised,  modified or otherwise changed unless the
          affected  insurer(s)  shall have  provided  at least  thirty (30) days
          advance  written  notice  to the  Chancellor  or  his/her  designee(s)
          regarding such termination, revision, modification or other change. If
          an insurer(s)  notifies the Board of the  termination  of any required


                                    Page 29
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          coverage,  the Contractor shall provide written evidence,  e.g., a new
          certificate of insurance,  before the effective date contained in such
          notice(s)  that  the  affected   insurance  coverage  has  been  fully
          replaced.  If an insurer(s)  notifies the Board of any non-termination
          revision,  modification  or other change that causes the  Contractor's
          insurance  coverage to be out of compliance  with the  requirements of
          this Agreement,  the Contractor shall cure such non-compliance  before
          the effective date contained in such notice(s).

          (D) The minimum coverage limit amounts and types of insurance coverage
     expressed in this Agreement shall not be construed in any manner whatsoever
     to limit the nature and/or extent of the  Contractor's  responsibility  and
     liability  under this  Agreement  to protect,  defend,  indemnify  and hold
     harmless the Board as hereinafter provided.

     (9)  INDEMNIFICATION.  The Board and the Contractor do hereby  acknowledge,
          ---------------
stipulate and agree that each party shall be solely responsible for each party's
own acts and  omissions  as well as the acts and  omissions  of each party's own
agents, servants,  employees, owners (including,  without limitation, parent and
over-parent  entities),  partners  (including,   without  limitation,   general,
limited,  silent  and  apparent  partners),   directors,  officers,  elected  or
appointed   officials,   members,   subcontractors,   subcontractor   employees,
volunteers,    invitees,   licensees,    designees,   assigns   or   any   other
representatives.  The Contractor  shall defend,  indemnify and hold harmless the
Board,  CSD10 and the City of New York from and for any and all claims,  damages
and any and all other forms of liability  arising from,  or in connection  with,
any negligent act(s) of commission  and/or omission of the Contractor and/or the
Contractor's agents, servants, employees, owners (including, without limitation,
parent and  over-parent  entities),  partners  (including,  without  limitation,
general, limited, silent and apparent partners), directors, officers, elected or
appointed  officials,   subcontractors,   subcontractor  employees,  volunteers,
invitees, licensees, designees, assigns or any other representatives.  Likewise,
the Board shall defend,  indemnify and hold harmless the Contractor from and for
any and all claims,  damages and any and all other  forms of  liability  arising
from, or in connection with, any negligent act(s) of commission  and/or omission
of the Board and/or the Board's pupils, parents,  agents,  servants,  employees,
directors,  officers,  elected or  appointed  officials,  members,  contractors,
contractor employees, volunteers, invitees, licensees, designees, assigns or any
other representatives.

     (10)  SECURITY   CLEARANCE.   (A)  The  Contractor   does  hereby  consent,
           --------------------
acknowledge  and agree that,  in the  discretion  of the  Chancellor  or his/her
designee(s),  the  Contractor's  employees,   subcontractors  and  subcontractor
employees  engaged  in the  performance  of this  Agreement  may be  subject  to
security and/or health clearance procedures administered by the Board including,
without  limitation,  fingerprint  checks. The Chancellor or his/her designee(s)
shall determine  whether and to what extent any one or more of the  Contractor's
employees, subcontractors and subcontractor employees subject to security and/or
health  clearance  procedures  shall be denied  access  to New York City  Public
School pupils,  parents,  staff and/or  supervisors for security,  health and/or
other reasons.


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     (B) If the  Chancellor or his/her  designee(s)  denies access to any one or
more of the Contractor's employees,  subcontractors and subcontractor employees,
the Contractor does hereby consent and agree to abide by the following:

          (1) The Board shall notify the Contractor and the individual(s) and/or
     entity(ies)  of the  specific  grounds for the decision and will afford the
     individual(s)  and/or entity(ies) an opportunity to present  information on
     his/her/its own behalf; and,

          (2) Immediately upon notification, the Contractor shall remove and bar
     the affected  individual(s)  and/or  entity(ies)  from any contact with New
     York City Public School pupils,  parents,  staff and/or  supervisors in the
     course of the performance of this Agreement,  unless and until the decision
     is reversed or modified; and,

          (3)  Immediately,  the Contractor  shall assign  another  employee(s),
     subcontractor(s) and/or subcontractor employee(s) to fulfill the duties and
     responsibilities  of  the  removed   individual(s)  and/or  entity(ies)  in
     connection  with the  performance of this  Agreement,  unless and until the
     decision is reversed or modified.

     (C) The  Contractor  shall be  solely  obligated  to bear the  costs of all
security and/or health clearance procedures that involve fees or other costs for
any and all persons and/or  entities  required to undergo such  procedures.  The
Contractor shall make no demand for, nor be entitled to receive,  any additional
compensation of any kind for any and all fees and costs for clearance procedures
as well as any and all costs  arising  from the  debarment of any one or more of
its employees,  subcontractors and subcontractor  employees under these security
and/or health clearance procedures.

     (11)  CONFIDENTIALITY.  (A) The  Contractor  does hereby agree and covenant
           ---------------
that any and all questionnaires  and other forms,  documents and/or work papers,
which   the   Contractor   and/or   its   consultants,   subconsultants   and/or
subcontractors  use to elicit  information  pursuant to the Agreement from Board
teachers,  administrators,  employees,  pupils,  pupil parents and/or guardians,
and/or other pupil family members shall not contain any personally  identifiable
or traceable information, data, marks or images.

     (B) The Contractor and/or its subcontractors, if any, shall adhere in every
respect to the law,  Board policy and the  Chancellor's  regulations  concerning
confidentiality  of pupil records.  The Contractor shall submit to the Board all
information and data that the Contractor and/or its consultants,  subconsultants
and/or subcontractors collect pursuant to this Agreement.



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     (12)  CHANCELLOR'S  DESIGNEES.  The  Chancellor's  designee(s)  for general
           -----------------------
contractual oversight shall be Irma Zardoya,  CSD10's Community  Superintendent,
or her successor,  whom the Board shall designate from time to time with written
notice  to the  Contractor.  For the  particular  purpose(s)  of  approvals  and
decisions  under this  Agreement  by the Board's  Division of School  Facilities
(herein expressed as "DSF"),  there shall be a second,  additional  Chancellor's
designee,  namely,  Patricia  Zedalis,  the Board's  Chief  Executive for School
Facilities,  or her  successor,  and/or such other  person(s) as the Board shall
designate  from time to time with  written  notice  to the  Contractor.  For the
particular  purpose(s) of security and health  clearance  procedures  under this
Agreement,  there shall be a third,  additional  Chancellor's designee,  namely,
Howard Tames, the Board's Executive Director of the Division of Human Resources,
or his successor,  and/or such other person(s) as the Board shall designate from
time to time with written notice to the Contractor.  In the event of conflicting
instructions  from two or more of the  Chancellor's  designees,  the  Contractor
shall make a written request for conflict  resolution to the Chancellor's  Board
of Review,  Board of Education of the City of New York,  65 Court  Street,  Room
811, Brooklyn,  New York 11201-4954,  Attention:  Arthur H. Avedon;  Tel.: (718)
935-2936; Fax: (718) 935-5403.

     (13) BOARD'S AUTHORITY.  The supervisory and disciplinary  authority of the
          -----------------
Board,  the Chancellor,  community  superintendents,  principals and other Board
managerial  employees  over the staff,  pupils and facilities of the City School
District  of the City of New York shall not be  diminished  in any manner nor to
any extent whatsoever by this Agreement.

     (14) NO FEE CHARGING. The Contractor shall not charge fees to, nor seek any
          ---------------
payment and/or compensation of any kind whatsoever from, Board employees for the
Services  that the  Contractor  provides  under this  Agreement,  except for BOE
employees who take any of the Contractor's  proprietary educational courses. The
same shall  apply  equally to the  Contractor's  employees,  subcontractors  and
subcontractor employees.

     (15) BOARD APPROVAL. The Contractor does hereby acknowledge,  stipulate and
          --------------
agree  that  any  and all  materials  and/or  resources  to be  utilized  in the
performance  of this  Agreement  may be  subject  to the prior  approval  of the
Chancellor,    his/her   designee(s),    and/or   the   contractual    oversight
administrator(s) for the particular BOE site(s).

     (16)  CONSENT  TO  JURISDICTION,  CHOICE OF LAW,  VENUE AND  ADMINISTRATIVE
           ---------------------------------------------------------------------
REMEDIES.  (A) The  BOE  and the  Contractor  do  hereby  acknowledge,  consent,
--------
stipulate  warrant  and  agree  that  any  and  all  claims,  actions,  appeals,
proceedings  and/or special  proceedings  against the BOE and/or the City of New
York  arising  under  this  Agreement  and/or  related  in any way or to  extent
whatsoever  thereto  shall be heard and  determined  either in the courts of the


                                    Page 32
<PAGE>

                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        ----------------------------------------------------------------

United States located in the City of New York (hereinafter expressed as "Federal
Court[s]"),  the  courts  of the State of New York  located  in the City and the
County of New York (hereinafter expressed as "State Court[s]"), or the courts of
the City and  Counties  of New York  located  in the City and County of New York
(hereinafter  expressed  as "City  Court[s]").  Furthermore,  the  Board and the
Contractor do hereby  acknowledge,  stipulate,  consent,  warrant and agree that
this  Agreement and any and all claims,  actions,  appeals,  proceedings  and/or
special  proceedings  arising  therefrom shall be governed solely by the laws of
the State of New York. To effect this  agreement  and intent,  the Board and the
Contractor do hereby  expressly  acknowledge,  stipulate,  consent,  warrant and
agree as follows:

          (1) If the Board and/or the City of New York shall initiate any claim,
     action, appeal, proceeding and/or special proceeding against the Contractor
     in Federal Court, State Court or City Court, service of process may be made
     upon the Contractor either in person, wherever the Contractor may be found,
     or by certified  mail addressed to the Contractor at its last known address
     as the Contractor shall have provided it to the Board in writing;

          (2) With  respect  to any claim,  action,  appeal,  proceeding  and/or
     special  proceeding  in State Court or City Court  between the Board and/or
     the City of New York,  on the one hand,  and the  Contractor,  on the other
     hand, the  Contractor  does hereby waive and relinquish any rights it might
     otherwise  have (a) to move to dismiss on grounds of forum non  conveniens,
     (b) to remove to Federal Court, and/or (c) to move for a change of venue to
     a State Court or a City Court outside of New York County;

          (3) With  respect  to any claim,  action,  appeal,  proceeding  and/or
     special  proceeding  in a  Federal  Court  located  in the City of New York
     between  the Board  and/or the City of New York,  on the one hand,  and the
     Contractor,  on the  other  hand,  the  Contractor  does  hereby  waive and
     relinquish  any  rights it might  otherwise  have to move to  transfer  the
     claim,  action,  appeal,  proceeding and/or special proceeding to a Federal
     Court outside of the boundaries of the City of New York; and,

          (4) If the Contractor  shall  institute,  commence,  file or otherwise
     start any claim,  action,  appeal,  proceeding  and/or  special  proceeding
     against  the BOE and/or  the City of New York in a court  other than in the
     City and State of New York (or any claim, action, appeal, proceeding and/or
     special proceeding in a State Court or a City Court in any venue other than
     New York County),  the Contractor  shall  consent,  upon request by the BOE
     and/or  the City of New York,  either to a transfer  of the claim,  action,
     dispute,  appeal,  proceeding  and/or  special  proceeding  to a  court  of
     competent jurisdiction located in the City and State of New York (or in any
     claim,  action,  appeal,  proceeding  and/or special  proceeding in a State
     Court or a City  Court,  to a court of  competent  jurisdiction  within the
     venue of New York County) or, if the Contractor  shall consent,  to dismiss
     any such  claim,  action,  appeal,  proceeding  and/or  special  proceeding


                                    Page 33
<PAGE>

                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        ----------------------------------------------------------------

     without  prejudice  with the allowance  that the  Contractor may thereafter
     reinstitute the claim, action, appeal, proceeding and/or special proceeding
     in a court of competent  jurisdiction  located in the City and State of New
     York (or in any claim, action, appeal, proceeding and/or special proceeding
     in a State  Court or a City  Court,  in a court of  competent  jurisdiction
     within the venue of New York County).

     (B) The Board and the Contractor do hereby acknowledge, stipulate, consent,
warrant  and agree  that,  before  seeking any  judicial  intervention,  ruling,
determination, judgment, order, relief, temporary restraining order, preliminary
or permanent injunction,  award, review, appeal or any other remedy at law or in
equity in any Federal Court,  State Court or City Court pertaining to any claim,
dispute,  interpretational disagreement or any other matter, issue, right and/or
obligation  arising under this Agreement,  the Contractor  and/or the Board must
first exhaust all administrative review, adjudication and/or alternative dispute
resolution  procedures and remedies  available  under the Bylaws of the Board of
Education  of the City  School  District  of the City of New York,  particularly
Article 8 entitled, "Contracts," Section 8.3 entitled,  "[Chancellor's] Board of
Review,"  as the same is  currently,  or may  hereafter  be,  amended,  updated,
revised or otherwise  lawfully  changed.  The Board and the Contractor do hereby
acknowledge,  stipulate,  consent,  warrant and agree further that they shall be
bound in all respects and for all general and particular intents and purposes by
the rules,  regulations and procedures of the Chancellor's  Board of Review,  as
such rules,  regulations  and  procedures  are  currently,  or may hereafter be,
amended,  updated,  revised  or  otherwise  changed  as  well  as by any and all
rulings,   judgments,   determinations,   findings,  orders,  relief,  temporary
restraining  orders,  preliminary  and/or permanent  injunctions,  awards or any
other  remedies  at law or in  equity as  issued  by the  Chancellor's  Board of
Review,   whether   the  same   shall  or  may  be   preliminary,   provisional,
interlocutory,  final or otherwise.  Whereupon the Board or the Contractor shall
institute,  commence,  file  or  otherwise  start  any  claim,  action,  appeal,
proceeding and/or special  proceeding against the other party and/or against the
City of New York in any  Federal  Court,  State  Court or City Court  before the
exhaustion of all  administrative  procedures  and remedies of the  Chancellor's
Board of Review, the Board or the Contractor shall consent,  upon a request from
the other party,  i.e., the defendant,  respondent or appellee party, to dismiss
such court or other  non-Chancellor's  Board of Review  claim,  action,  appeal,
proceeding and/or special  proceeding  without prejudice with the allowance that
the  Board  or the  Contractor  may  reinstitute  such  claim,  action,  appeal,
proceeding and/or special proceeding before the Chancellor's Board of Review.

     (17)  INCORPORATION OF ADDITIONAL  TERMS & CONDITIONS.  For all general and
           -----------------------------------------------
particular intents and purposes, the Board's standard "Terms and Conditions" are
hereby incorporated into, and made part of this Agreement as "Attachment I."

     (18) ORDER OF GOVERNANCE.  To the extent that any inconsistency(ies) exists
          -------------------
between any provision(s) of this document and any provision(s) of Attachments A,
B, C, D, E, F, G, H and/or I, this document  shall have  complete  supremacy and
shall  prevail  and  govern in every  case and for all  general  and  particular


                                       34
<PAGE>

                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        ----------------------------------------------------------------

intents and  purposes.  In descending  order,  the order of governance is hereby
established as follows: first this document,  then Attachment A, then Attachment
B, then  Attachment I, the Attachment D, then  Attachment E, then  Attachment F,
then Attachment G, then Attachment H, and finally Attachment C.

                     [NO FURTHER TEXT APPEARS ON THIS PAGE.]


                                    Page 35
<PAGE>

                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        ----------------------------------------------------------------

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day, month and year first above written.


BOARD OF EDUCATION OF                         EDUCATIONAL VIDEO
THE CITY SCHOOL DISTRICT OF                   CONFERENCING, INCORPORATED
THE CITY OF NEW YORK



By: /s/ Burt Sacks                    for     By: /s/John J. McGrath
    --------------------------------              -------------------------
             Chancellor                             Dr. John J. McGrath
                                                    President


Approved as to legal sufficiency:



By: /s/ Michael P. Coneys
    -------------------------------
       BOE Office of Legal Services


Approved as to description of services, benefits to
CSD10,  and use of CSD10 school facilities:



By: /s/ Irma Zardoya
    -------------------------------
       Community Superintendent
       Community School District No. 10



                                    Page 36
<PAGE>

                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        ----------------------------------------------------------------





                        BOARD OF EDUCATION ACKNOWLEDGMENT
                        ---------------------------------

STATE OF NEW YORK }
CITY OF NEW YORK  }      scilicet:  Brooklyn Heights
COUNTY OF KINGS   }

On this 14th day of  July, 1999,  before me  personally  came one Burton
Sacks,  to me known  and  known to me to be the Chief  Executive  for  Community
School  District  Affairs,  Monitoring  &  Municipal  Relations  of the BOARD OF
EDUCATION  OF THE CITY SCHOOL  DISTRICT OF THE CITY OF NEW YORK,  to execute the
foregoing  Agreement  for and on behalf of the  BOARD OF  EDUCATION  OF THE CITY
SCHOOL  DISTRICT OF THE CITY OF NEW YORK; and, Burton Sacks attested that he was
duly  authorized by the  Chancellor of the BOARD OF EDUCATION OF THE CITY SCHOOL
DISTRICT OF THE CITY OF NEW YORK to execute the  foregoing  Agreement for and on
behalf of the BOARD OF EDUCATION OF THE CITY SCHOOL  DISTRICT OF THE CITY OF NEW
YORK;  and, Burton Sacks  acknowledged  that he did indeed execute the foregoing
Agreement  for and on  behalf  of the  BOARD OF  EDUCATION  OF THE  CITY  SCHOOL
DISTRICT OF THE CITY OF NEW YORK.

                      /s/ Katherine Schiavarelli
                     --------------------------------------
                     NOTARY PUBLIC OR COMMISSIONER OF DEEDS

KATHERINE SCHIAVARELLI
Notary Public, State of New York
       No. 01S06020442
  Qualified in Kings County
Commission Expires 11-15-19


                            CONTRACTOR ACKNOWLEDGMENT
                            -------------------------


STATE OF NEW YORK     }
CITY OF YONKERS       }        scilicet:  ___________________
COUNTY OF WESTCHESTER }

On this 13 day of  July,  1999,  before me personally came one Dr.
John J. McGrath,  to me known and known to me to be the President of EDUCATIONAL
VIDEO  CONFERENCING,  INC., to execute the foregoing Agreement for and on behalf
of  EDUCATIONAL  VIDEO  CONFERENCING,  INC.;  and,  the same Dr. John J. McGrath
attested that he was duly authorized by the governing body of EDUCATIONAL  VIDEO
CONFERENCING,  INC.,  to execute the  foregoing  Agreement  for and on behalf of
EDUCATIONAL  VIDEO  CONFERENCING,  INC.;  and,  the  same  Dr.  John J.  McGrath
acknowledged  that he did indeed  execute  the  foregoing  Agreement  for and on
behalf of EDUCATIONAL VIDEO CONFERENCING, INC.


                      /s/ Kristine E. Crotty
                     --------------------------------------
                     NOTARY PUBLIC OR COMMISSIONER OF DEEDS


KRISTINE E. CROTTY
Notary Public, State of New York
       No. 4994838
   Qualified in Putnam County
Commission Expires April 13, 2000


                                    Page 37
<PAGE>


                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        ----------------------------------------------------------------



              Contractual Oversight Administrator Appointment Form
            (Print or type all information unless otherwise directed)

CSD10 School/Office:  __________________________________________________________
Street Address:  _______________________________________________________________
City, State & Zip Code: ________________________________________________________
Telephone Number: (____)________________   Fax Number:(____)____________________

I,  ________________________________,  the  principal  or office  manager of the
above  expressed  CSD10 school or office site do hereby appoint the  hereinafter
named  Board  of  Education  employee  to  serve  as the  Contractual  Oversight
Administrator  for the  hereinafter  designated  site(s)  under the "CSD10 Video
Conferencing & Telecommunications Services Agreement" for the period hereinafter
specified. This appointment shall continue solely at my pleasure until such time
as I shall notify the Chancellor's designee of any change in the appointment.


                                   ---------------------------------------------
                                                   (Signature)


                                   ---------------------------------------------
                                                   (Date)


Full Name of Contractual Oversight Administrator: ______________________________
Regular Title: _________________________________________________________________
Employment Location: ___________________________________________________________
Street Address:  _______________________________________________________________
City, State & Zip Code: ________________________________________________________
Telephone Number: (____) ______________  Fax Number: (____) ____________________

School or Other Site(s) of Appointment: ________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

********************************************************************************

The appointment of the named Contractual Oversight Administrator is hereby:

                                                     Approved     _____
                                                     Disapproved  _____

Date: __________   Chancellor's Designee Signature: ____________________________

                   Designee's Printed Name: ____________________________________



                                    Page 38
<PAGE>



                                                                    Attachment H
                                                                    ------------

                                 July 15, 1999


M  E  M  O  R  A  N  D  U  M
----------------------------


TO:            Suppliers/Sellers/Lessors to Educational Video Conferencing, Inc.

FROM:          Michael P. Coneys, Attorney
               Office of Legal Services, Commercial Law Unit

SUBJECT:       Appointment of Educational Video  Conferencing,  Inc., as special
               purchasing  agent  for the  limited  purposes  of the  BOE  Video
               Conferencing    &    Telecommunications    Services    Agreement.

--------------------------------------------------------------------------------

     Please be advised that, pursuant to a formal municipal corporate resolution
and an  attendant  contract,  the  Board  of  Education  of the City of New York
("BOE") has appointed  Educational Video  Conferencing,  Inc.  ("EVC"),  35 East
Grassy  Sprain Road,  Yonkers,  New York 10710,  to be and to act as an official
agent on  behalf of the New York  City  Public  School  System  for the  limited
purposes  of making and  effecting  purchases,  leases and other forms of lawful
acquisition of goods, commodities,  materials,  supplies,  equipment, labor, and
services, etc., for purposes of the resale of such items and services to the BOE
as part of a BOE agreement with EVC to furnish goods, materials and services for
a school-based video conferencing and telecommunications program.

     For purposes of Federal, State and local sales, excise and compensating use
taxes,  please be advised  that the BOE is a tax exempt  municipal  corporation,
school  district and political  subdivision  as defined under the U.S.  Internal
Revenue  Code,  26 U.S.C.  Section  4221,  et seq.,  the New York State Tax Law,
Section 1116, et seq., the New York State  Education Law,  Section 2551, and the
New York State General  Construction  Law, Section 66(1). For your  information,
please use BOE Tax Exempt Identification 69-0210637. Thus, all otherwise taxable
purchases,  leases, and other forms of lawful acquisition by EVC for purposes of
this BOE program should be exempted from the collection of sales,  excise and/or
compensating  use taxes,  because EVC is acting as an agent on the BOE's behalf.
EVC is a reseller and not an end consumer; the BOE is the end consumer.

     Please contact me at your earliest convenience if you have any questions or
comments  that you wish to discuss  regarding  this  matter.  Thank you for your
attention and cooperation.

MPC/m
Tel: (718)935-3608

Reference: mpc files//1998-99 contracts//OLS Log  2509//Letter 2000-


                                    Page 39
<PAGE>


Standard Operating Procedures                          Chapter: EXTENDED USE OF
                                                                SCHOOL BUILDINGS
Financial Management Centers
Division of Business and Administration

                                                                    ATTACHMENT A

Topic:            TABLE OF CONTENTS
                  --------------------------------------------------------------


NUMBER            TOPIC
--------------------------------------------------------------------------------

       1          INTRODUCTION
       2          PERMIT PROCESSING AND COMPLETING THE PERMIT APPLICATION
       3          COMPLETING THE APPLICATION AND ACCOUNTING FOR RECEIPTS
       4          PROCESSING SPACE SHEETS AND ACCOUNTING FOR CUSTODIAL FEES
       5          REGULATIONS GOVERNING THE EXTENDED USE OF SCHOOL BUILDINGS
       6          SUMMER DAY CAMPS
       7          GUIDELINES GOVERNING FEES (DURING HOURS SCHOOLS ARE NOT OPEN)
                                                                      ---








Date:   4/90                                                    SOPM No.":  4-90

                                       1
<PAGE>

Standard Operating Procedures                          Chapter: EXTENDED USE  OF
                                                                SCHOOL BUILDINGS
Financial Management Centers
Division of Business and Administration

Topic:     2.   PERMIT PROCESSING AND COMPLETING THE PERMIT APPLICATION
           ------------------------------------------------------------

2.1         Applicants may obtain a Permit Application (Exhibit A Form PO 68) at
            the appropriate  permit office;  these include the Community  School
            District Office, high school  superintendent's office or the special
            education  regional  office,  or at the  school  at a time and place
            designated by the principal (the custodian/engineer's office may not
            be the designated place).

2.2         After  applicant  for a Permit  has read  the  Board of  Education's
            regulations  (refer to Topic 5), the applicant  completes the Permit
            form. Permits must be made out in the name of an organization.

2.3         The  holder  of a  Permit  must  agree  to  observe  the  rules  and
            regulations  contained  in  this  Chapter,  and  to  conform  to all
            applicable laws and regulations governing the extended use of school
            buildings.  The Permit holder shall  exercise the utmost care in the
            use of school  premises and property;  make good any damage  arising
            from the occupancy of any part of school premises; and save harmless
            the Board of Education  from any claim,  loss or damage  incurred by
            the  Board  by  reason  of any act or  omission  on the  part of the
            holder, its members, officers, employees, and agents, and any person
            using the  premises  by  invitation  or with the  permission  of the
            holder.

2.4         A Permit  Application  must be submitted to the  appropriate  permit
            office or school (at a time and place  designated by the  principal)
            one month before the date being requested.  An approval or denial of
            ---------
            the  Permit will be returned to the school and  applicant two  weeks
            prior to the activity date.

2.5         After the Permit  Application  is completed,  it will be sent to the
            custodian/engineer  for  determination  of availability of space and
            required  staff.  The Permit  Application  is then  forwarded to the
            principal  for review  and  approval  of the  requested  date.  Once
            approved,  the Permit  Application  is forwarded to the  appropriate
            permit office for  determination of the charge and final approval by
            the Superintendent or his designee.

2.6         The applicant  should  contact the district  office  processing  the
            Permit  within  five  working  days  of  submitting  the  Permit  to
                            ----
            ascertain the final  determination of fees to be charged. If charges
            are  applicable,  the applicant must send a certified check or money
            order made payable to the Board of Education for the full amount, to
            the  appropriate  permit  office  (include the Permit  number on the
            check).  Checks drawn on New York City Agency  accounts  need not be
                                                                          ---
            certified.  No Permit will be issued until all  applicable  fees are
                        --------------------------------------------------------
            paid in full.
            ------------
Date:   4/90                                                    SOPM No.":  4-90


                                       2
<PAGE>

Standard Operating Procedures                          Chapter: EXTENDED USE  OF
                                                                SCHOOL BUILDINGS
Financial Management Centers
Division of Business and Administration

Chapter:   EXTENDED USE OF SCHOOL BUILDINGS
           ---------------------------------------------------------------------

Topic:     2.   PERMIT PROCESSING AND COMPLETING THE PERMIT APPLICATION
           ---------------------------------------------------------------------

           2.11.3   When  admission  fees are  charged,  including  pre-sale  of
                    tickets,  or donations  are to be solicited or accepted,  or
                    any  fund-raising  activity is to take place,  the applicant
                    must state on the Permit Application:

                    -   the admission fee (if applicable); and

                    -   the name of the  organization  designated as beneficiary
                        of  the  proceeds   resulting   from   admission   fees,
                        solicitations or donations.

           2.11.4   The  following  must be attached  to the Permit  Application
                    prior to final  approval  and  retained  by the  appropriate
                    Permit Office:

                    -   A letter on official  stationery  from the charitable or
                        educational organization that is to receive the proceeds
                        stating  that it approves of the  fund-raising  function
                        and will use the proceeds for  recognized  charitable or
                        educational purposes.  The letter must be specific about
                        the nature of these purposes  (e.g.,  providing a Senior
                        Citizens Program);

                    -   A brief listing of expenditures and projected profits by
                        the applicant organization; and

                    -   A New York State Tax Exempt Approval Form (For Non-Board
                        of Education organizations).

2.12        Any Permit holder  requesting a refund and/or change in the terms of
            the original Permit shall file an "Amendment or Refund  Application"
            (Exhibit B Form PO 301).  When signed by the custodian  engineer and
            principal,  this form will be  forwarded  to the High School  Permit
            Office,  Special  Education  Permit Office or the  Community  School
            District Permit Office,  for approval.  This form shall be available
            at  the  Community  School  District  High  School  Office,  Special
            Education  Office  or  the  desired  school  at  a  place  and  time
            designated by the principal.  All questions regarding refunds are to
            be directed to the appropriate permit office.

            NOTE:       The  Permit  holder  must  notify  the  school  at least
                        twenty-four  (24) hours in advance of the scheduled date
                        and time of use to  cancel  or  change  the terms of the
                        Permit to avoid being charged applicable fees.

Date:   4/90                                                    SOPM No.":  4-90


                                       3
<PAGE>

Standard Operating Procedures                          Chapter: EXTENDED USE  OF
                                                                SCHOOL BUILDINGS
Financial Management Centers
Division of Business and Administration

Chapter:    EXTENDED USE OF SCHOOL BUILDINGS
            --------------------------------

Topic:      3.  COMPLETING THE APPLICATION AND ACCOUNTING FOR RECEIPTS
            ----------------------------------------------------------

3.3         The applicant must contact the district office processing the Permit
            within five working days of  submitting  the Permit to ascertain the
                   ----
            fees to be charged.  If charges are  applicable,  the applicant must
            send a certified  check or money order made  payable to the Board of
            Education  for the full amount to the district  office  (include the
            Permit  number on the check).  Checks  drawn on New York City agency
            accounts need not be  certified.  No Permit will be issued until all
                                              ----------------------------------
            applicable fees are paid in full.
            --------------------------------
3.4         NO PERMIT SHALL BE CONSIDERED APPROVED:

            3.4.1       UNLESS  IT  BEARS  THE  SIGNATURE  OF  THE  HIGH  SCHOOL
                        SUPERINTENDENT,      CITYWIDE     SPECIAL      EDUCATION
                        SUPERINTENDENT  OR DISTRICT  SUPERINTENDENT,  OR THAT OF
                        THEIR DESIGNEE AS APPROPRIATE; AND

            3.4.2       UNTIL RECEIVED BY THE APPLICANT.

            Where Permits  (originals)  require checks,  the Permit Office shall
            affix the checks to the Cash  Receipts  Form and forward them to the
            Central   Business   Office  in  the   Division  of   Business   and
            Administration with a copy of the permit (see item 3.5.1).

3.5         The  person  designated,  pursuant  to item  1.3,  by the  Community
            Superintendent,  Executive  Director  of High  Schools or  Executive
            Director of Special Education will distribute 5 copies of the permit
            as follows:

            3.5.1       Where  Permits  require  checks,  a copy to the  Central
                        Business Office;

            3.5.2       A copy retained for the FMC's records; and

            3.5.3       Remaining  copies  to the  Principal,  who will send the
                        appropriate   copies  to  the  applicant  and  custodian
                        engineer, and keep a copy in his files.

Date:   4/90                                                    SOPM No.":  4-90


                                       4
<PAGE>

Standard Operating Procedures                          Chapter: EXTENDED USE  OF
                                                                SCHOOL BUILDINGS
Financial Management Centers
Division of Business and Administration

Chapter:    EXTENDED USE OF SCHOOL BUILDINGS
            --------------------------------

Topic:      4.  PROCESSING SPACE SHEETS AND ACCOUNTING FOR CUSTODIAL FEES
            -------------------------------------------------------------

4.6         The custodian engineer will then do the following:

            4.6.1       Complete the heading of the Space Sheet;

            4.6.2       Sign  at  the  top  of  Space  entitled   "Signature  of
                        custodian/engineer;"

            4.6.3       Forward Copy 1 to the Bureau of  Non-Pedagogic  Payroll,
                        Custodial Payroll Unit;

            4.6.4       Retain Copy 2 for his records; and

            4.6.5       Forward  Copy  3  to  the  official  designated  by  the
                        Community  School  District  Superintendent,   Executive
                        Director  of High  Schools,  or  Executive  Director  of
                        Special Education (see item 1.3).

4.7         For every payroll cycle, the Custodial  Payroll System will generate
            a detailed  accounting  report  reflecting the total amount of labor
            costs. The Community School District, Division of High School Permit
            Office or Division of Special Education Permit Office reconciles the
            charges in conjunction with the Custodial Payroll Unit.

Date:   4/90                                                    SOPM No.":  4-90


                                       5
<PAGE>

Standard Operating Procedures                          Chapter: EXTENDED USE  OF
                                                                SCHOOL BUILDINGS
Financial Management Centers
Division of Business and Administration

Chapter:    EXTENDED USE OF SCHOOL BUILDINGS
            --------------------------------

Topic:      5.  REGULATIONS GOVERNING THE EXTENDED USE OF SCHOOL FACILITIES
            ---------------------------------------------------------------


5.7         Organizations requesting space where fund-raising or solicitation or
            acceptance of donations  will take place,  must observe the specific
            rules outlined in 2.11.

5.8         School premises may not be used for commercial purposes,  except for
            flea market  operations  authorized  pursuant to  Regulation  of the
            Chancellor, A-650.

5.9         No outside organization or group may be allowed to conduct religious
            services or religious  instruction on school  premises after school.
            However,  the use of school  premises  by outside  organizations  or
            groups after school for the purpose of discussing religious material
            or material which contains a religious viewpoint or for distributing
            such material is permissible.

5.10        Classrooms  and offices must be left in the same  condition in which
            they  were  found.  Desks,  displays,  papers,  etc.,  shall  not be
            disturbed.

5.11        Masking tape,  plastic tape and similar substances shall not be used
            to affix materials to painted surfaces or chalkboards.

5.12        Where services by Board of Education employees are required by these
            regulations,  the  applicant  organization  is  responsible  for all
            charges incurred.

            5.12.1      When shop rooms,  home economics rooms, or similar rooms
                        with special equipment are required, a licensed Board of
                        Education teacher must be assigned.

            5.12.2      Where kitchen equipment is to be used in the preparation
                        of food, an Office of School Food and Nutrition Services
                        employee must be assigned.

            5.12.3      For the use of  audio-visual  equipment,  public address
                        systems, stage lighting, pianos and similar items, prior
                        approval of the  principal  must be obtained in writing,
                        with a copy  attached  to the Permit  Application.  Only
                        Board of Education  assigned  persons may operate school
                        equipment.

            5.12.4      For the use of swimming  pools,  one Board of  Education
                        licensed   swimming  teacher  or  a  licensed  Board  of
                        Education  teacher with current American Red Cross Water
                        Safety  Instructor's  certification must be assigned for
                        every 25 pool participants. All persons participating in
                        pool activities must have their head and shoulders above
                        the water at the shallow  end of the pool.  No more than
                        40 persons  may  utilize  the pool at any one time.  The
                        appropriate  Department of Health regulations  regarding
                        the  use  and  operation  of  swimming   pools  must  be
                        observed.

Date:   7/93                                                    SOPM No.":  3-93



                                       6
<PAGE>

Standard Operating Procedures                          Chapter: EXTENDED USE  OF
                                                                SCHOOL BUILDINGS
Financial Management Centers
Division of Business and Administration

Chapter:    EXTENDED USE OF SCHOOL BUILDINGS
            --------------------------------

Topic:      5.  REGULATIONS GOVERNING THE EXTENDED USE OF SCHOOL FACILITIES
            ---------------------------------------------------------------

5.24        Permits cannot be extended beyond midnight unless special permission
            has been granted by the Community  School District or High School or
            Citywide Special Education Superintendent, as applicable.

5.25        No group or  organization  which invites  members of the public to a
            meeting in a school  facility  may  exclude  persons on the basis of
            race, religion or any other impermissibly discriminatory reason.

5.26        Permits are not transferable.  Organizations  receiving a Permit may
            not  transfer  a portion  of the  premises  covered by the Permit to
            another organization or group.

5.27        Organizations  may not use  the  address  of  school  premises  as a
            mailing address.

5.28        THE CENTRAL BOARD OF EDUCATION OR COMMUNITY  SCHOOL BOARD MAY REVOKE
            A PERMIT FOR  VIOLATION  OF THE RULES AND  REGULATIONS  CONTAINED IN
            THIS CHAPTER OR ANY OTHER APPLICABLE LAWS AND REGULATIONS.

Date:   7/93                                                    SOPM No.":  3-93


                                       7
<PAGE>

Standard Operating Procedures                          Chapter: EXTENDED USE  OF
                                                                SCHOOL BUILDINGS
Financial Management Centers
Division of Business and Administration

Chapter:    EXTENDED USE OF SCHOOL BUILDINGS
            --------------------------------

Topic:      7.  GUIDELINES GOVERNING FEES
            -----------------------------

GUIDELINES  GOVERNING  FEES FOR THE  EXTENDED USE OF SCHOOL  FACILITIES  (DURING
--------------------------------------------------------------------------------
HOURS SCHOOLS ARE NOT OPEN).
----------------------------

7.1         Fee Schedule Organizations
            --------------------------

            The  organizations  listed below shall be charged the fees as stated
            in the most current "Fee  Schedule,"  available from the appropriate
            Permit  Office  of  the  Office  of  School  Facilities.  All  other
            organizations  are categorized as cost schedule  organizations  (see
            item 7.2).

            7.1.1       Local Adult Groups,  which include local tenants groups,
                        ------------------
                        taxpayer  associations,   drama  clubs,  local  merchant
                        associations, senior citizens groups, and local chapters
                        of tax-exempt  organizations using the school facilities
                        for non-fund raising purposes;

            7.1.2       Local Youth Groups,  including  scouts,  little leagues,
                        ------------------
                        teen clubs, etc;

            7.1.3       Government  Organizations,  which include federal, state
                        -------------------------
                        and  city   organizations  and  programs  (e.g.,   Parks
                        Department,  Police  and  Fire  Departments,   Board  of
                        Elections, etc.); and

            7.1.4       Board of Education related groups or activities.
                        ------------------

7.2         Cost Schedule Organizations
            ---------------------------

            The following  organizations  shall be charged a supplemental fee of
            at least  10%.  However,  where  two or more  organizations  request
            simultaneous use of premises,  the applicable fees and space charges
            may be shared.

            7.2.1       Use  of  school   facilities  for  non-public   employee
                                                           ---------------------
                        recreation;

            7.2.2       Unions,     professional    societies,    and    similar
                        --------------------------------------------------------
                        organizations;
                        -------------

            7.2.3       Non-Board  of  Education-related  educational  agencies,
                        -------------------------------------------------------
                        including private schools and universities; and

            7.2.4       Social  Service   Agencies  which  charge  a  membership
                        --------------------------
                        registration, or other fee and use the school facilities
                        in the  absence  of their own  facility.  These  include
                        local "Y"s, settlement houses, and similar agencies.

Date:   7/93                                                    SOPM No.":  3-93


                                       8
<PAGE>

                                                                    ATTACHMENT C

                    PROPOSAL ATTACHMENT TO BOARD OF EDUCATION
                             OF THE CITY OF NEW YORK
                  CSD10 VIDEO CONFERENCING & TELECOMMUNICATIONS
                  ---------------------------------------------
                               SERVICES AGREEMENT
                               ------------------
                                      with
                      EDUCATIONAL VIDEO CONFERENCING, INC.
                      ------------------------------------

Ms. Irma Zardoya, Superintendent of Community School District Ten of the City of
New York and Dr. John J. McGrath,  President of Educational Video  Conferencing,
Inc., hereby agree to the following Proposal:

I.       Physical  description  of  video  conferencing  equipment:  Please  see
         ---------------------------------------------------------
         Attachment  "A"  for  the  physical   description  of  four  room-based
         videoconferencing  units to be placed in the middle  schools and on the
         desktop  videoconferencing  unit to be placed  in the  Superintendent's
         office.

         A.       EVC      will      provide       H.320/H.323       interactive
                  videoconferencing/distance   learning   stations   using  ISDN
                  high-speed IP over cable modems and DSL.

         B. Said equipment shall be in place on or before August 1, 1999.

II.      Telecommunications Systems: Pursuant to the terms and conditions of the
         --------------------------
         Agreement,  EVC will have the flexibility to choose the type of telecom
         transport  lines which may change,  from time to time,  depending  upon
         availability, cost and state-of-the-art connectivity considerations. At
         present,  either  three  ISDN-BRI  lines  (384kbs  or  higher)  or  the
         equivalent or higher bandwidth telecom over high-speed internet service
         via cable modem or DSL.

         A.       EVC will  have the  flexibility  to change  telecom  transport
                  methods, at no cost to the Board of Education,  so long as the
                  bandwidth  and  quality  is equal to or better  than set forth
                  above.

         B.       Said  telecommunications  equipment  shall  be  in place on or
                  before August 1, 1999.

III.     Scholarships:  EVC will provide one full-time  scholarship for a year's
         ------------
         study (thirty undergraduate credits) for every one hundred students who
         register for college courses at District Ten sites.

IV.      Training  Services:   EVC  will  instruct  up  to  forty  District  Ten
         ------------------
         administrators  and/or  faculty on the proper use of  videoconferencing
         equipment.  The instruction  will be sixteen hours in duration given in
         two  sessions at times  mutually  agreed upon by District  Ten and EVC.
         Instruction   will   be  at   District   Ten   facilities   using   the
         videoconferencing  equipment.  Please  see  Attachment  "B" for  sample
         training manual.




                                       9
<PAGE>


                             Portion of ATTACHMENT C

                     Containing Product Information Omitted




                                       10
<PAGE>
                                                                    ATTACHMENT D

                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
                          DIVISION OF SCHOOL FACILITIES

                           INSTRUCTIONS TO BIDDERS FOR
                           ---------------------------
                        REQUIREMENT AND SERVICE CONTRACTS
                        ---------------------------------

 1.    BIDS
       ----
       Sealed  Bids  will  be  received  by the  Director,  Division  of  School
       Facilities Board of Education of the City of New York at his office 28-11
       Queens  Plaza  North,  Room 606,  Borough of Queens  until 2 P.M.  on the
       advertisement date appearing in the City Record.

 2.    TIME OF PERFORMANCE
       -------------------
       The proposed  contract is for the period  commencing  three days from the
       date of PURCHASE  ORDER or Notice to Begin Work issued to the  contractor
       in  accordance  with  schedule  specification.  The  Board  of  Education
       maintains  the right to terminate  the Contract at any time in accordance
       with terms and conditions as outlined in Article 74 of the contract.

 3.    INTENT AND SCOPE
       ----------------
       This  Contract is intended to cover,  during the period of the  contract,
       the  services  outlined in the  Schedule  Specification  which is annexed
       hereto.

 4.    CONTRACT DOCUMENTS EXAMINATION BY BIDDERS
       -----------------------------------------
       Bidders must examine the contract  drawings,  if any, the  specifications
       and the  REQUIREMENT/SERVICE  CONTRACT (Form of  Agreement),  and satisfy
                -----------------------------
       themselves as to the quality of the work,  and from personal  examination
       of the locations of the proposed work and the surroundings  thereof, make
       their own  estimate of the  facilities  and  difficulties  attending  the
       performance  and  completion of the proposed work. No bidder shall at any
       time,  dispute or complain of the quantity of the work  required,  nor of
       the   difficulties   encountered   nor   assert   that   there   was  any
       misunderstanding  in  regard  to the  quantity  or  quality  or  kind  of
       materials to be furnished or work to be done.

                ALL  CONTRACTORS,  SUBCONTRACTORS  AND  WORKERS  WORKING  IN ANY
                SCHOOL BUILDING DESCRIPTION MUST BE PREPARED TO FURNISH PROOF OF
                IDENTITY UPON DEMAND AND TO WEAR  IDENTIFICATION IF REQUESTED TO
                DO SO BY THE PRINCIPAL OR OTHER SCHOOL AUTHORITIES.

       If any person contemplating submitting a bid for the proposed contract is
       in doubt as to the  TRUE  MEANING,  OR  BELIEVES  THAT  THERE IS AN ERROR
       DISCREPANCY,  INCONSISTENCY,  INDEFINITE DESCRIPTION, OR AN IMPOSSIBILITY
       OF PERFORMANCE,  of any part of plans,  specifications  or other proposed
       contract  documents,  he MAY SUBMIT to the Director a written request for
       an  interpretation  thereof.  The person  submitting  the request will be
       responsible for its prompt delivery.  Any and all interpretations and any
       such supplemental  instructions will be in the form of written Addenda to
       the  Specifications  which if issued,  will be mailed to all  prospective
       bidders (at the  respective  addresses  furnished for such  purposes) not
       later than  three  days prior to the date fixed for the  opening of bids.
       Failure of any bidder to receive any such addendum  shall not relieve any
       bidder from any  obligation  under his bid as  submitted.  All Addenda so
       issued shall become part of the Contract documents.

5.     FORM OF BID
       -----------
       a.     Bidders  shall  make  their  bid upon the form  prescribed  by the
              Director,  a copy of which,  with the proper  envelope in which to
              enclose the bid,  can be obtained  upon  application  therefore at
              Room 606,  28-11 Queens Plaza North,  Long Island City,  New York,
              11101.

Revised November 1, 1996                                         R/S ITB


                                       -1-
<PAGE>




                           PAGE -2- OF ORIGINAL MISSING


Revised November 1, 1996                                         R/S ITB


                                       11
<PAGE>

                     (bb)  execution  by such  bidder of the  Contract,  and the
                     furnishing of the Performance Bond and Payment Bond if such
                     bonds are specified and required in the contract documents.

              4.     If the bidder to whom the  contract  is awarded  refuses or
                     neglects to execute  the same and to furnish  the  required
                     bonds within 5 days after notice from the  Secretary of the
                     award, the amount of his bid deposit, or as much thereof as
                     may be  applicable  to the  amount of the award made to him
                     shall be forfeited. The bidder shall also be liable for and
                     agrees to pay the City on demand,  the  difference  between
                     the price bid by him and the price for which such  contract
                     shall be  subsequently  relet,  including  the cost of such
                     reletting,  if any, less the amount of his deposit. No plea
                     of  mistake in a bid shall be  available  to the bidder for
                     the recovery of his deposit or release from his bid bond or
                     as a  defense  to any  action  based  upon the  neglect  or
                     refusal to execute a contract.

       c.     Any statement or declaration made by the bidder found to be untrue
              will be  sufficient  cause for forfeit of his bid  security by the
              Board of Education.

7.     SECURITY FOR CONTRACTS - PAYMENT BONDS
       --------------------------------------
       Within 10 days after  issuance of a Proceed Order in an amount $50,000 or
       more, the contractor  shall execute and deliver to the Division of School
       Facilities  (DSF) a Labor and  Material  Payment  Bond issued by a Surety
       Company which is (1) licensed to do business in the State of New York and
       (2)  approved by the DSF.  Licensed  Surety  Companies  are listed in the
       "Directory  of Insurance  Companies  Licensed in New York State" which is
       published  by the New York State  Insurance  Department.  Bonds  shall be
       submitted in such form as shall be prescribed by DSF, copies of which are
       provided  with the Ccontract  documents. Each such bond shall be in penal
       sum of at least 100% of the  Contract amount of the work to be furnished;
       provided,  however, that more than one Licensed Surety may be utilized to
       provide the required  coverages where permitted by the Comptroller of the
       City of New York.

       During  the  performance  of the  work,  the  contractor  shall  have the
       responsibility  of  immediately  adjusting  the  penal sum of the Bond to
                           -----------
       cover 100% of the  increased  value of any amended  Proceed Order for any
       individual project.

       Where the initial value of the Proceed  Order for an  individual  project
       was less than  $50,000,  but later,  subsequent to issuance of an amended
       Proceed  Order,  is or exceeds  $50,000,  the bonding  requirement  shall
       apply.

8.     QUALIFICATION OF BIDDER
       -----------------------
       a.     Before any award of contract is made, the  successful  bidder will
              be required to submit documentation  satisfactory to the Director,
              Division of School Facilities (DSF), that he has:

              1.    A business history in the same or a related  construction or
                    building  maintenance  field for at least one year  prior to
                    the filing of the application.

                    Any additional or enhanced  bidder  qualifications  that are
                    specified in the "Schedule Specification" shall be deemed to
                    amend the provisions of this Article.

              2.    The  skill  and   experience,   as  well  as  the  necessary
                    facilities,  organization and demonstrated reliability to do
                    the work in the trade(s) for which  qualification  is sought
                    and within the time period specified in the bid documents.

              3.    Net liquid  assets  available to fund the project upon which


Revised November 1, 1996                                         R/S ITB

                                       -3-
<PAGE>



                    he is  bidding  in an  amount  equal  to  25%  of the  first
                    $25,000 of the amount bid,  plus 15%. of the next  $100,000,
                    plus 10% of the next  $900,000,  plus 5% of the remainder of
                    the amount bid. As part of the qualification  documentation,
                    the contractor  shall be required to submit a  Certification
                    from a Certified  Public  Accountant  (C.P.A.) or a Licensed
                    Public  Accountant in  conformance  with such  guidelines as
                    shall  be  established  by  the  Contractors   Qualification
                    Section of DSF.

              4.    Satisfactorily  performed  to final  completion,  a  minimum
                    often contracts of a similar type and nature in the trade(s)
                    for which qualification is sought. The monetary value of the
                    ten contracts shall be as follows:

                    a)  Two  contracts  valued  at  $30,000  or  more
                    b)  Three contracts valued at $20,000 or more
                    c)  Five contracts valued at $10,000 or more

                    At the  discretion  of the Director,  a  combination  of the
                    above   may  be   considered   experience   sufficient   for
                    qualification.

                    A  minimum  of five of the  above  contracts  must have been
                    performed  as the  prime  contractor.  If  any  of  the  ten
                    contracts  were not performed as the prime  contractor,  but
                    rather, as a subcontractor,  then all pertinent  information
                    necessary to make contact with both the prime contractor and
                                                                             ---
                    the owner of the premises must be provided. This information
                    shall  include   complete  names,   titles,   addresses  and
                    telephone numbers.

                    Any additional or enhanced  bidder  qualifications  that are
                    specified in the "Schedule Specification" shall be deemed to
                    amend the provisions of this Article.

              5.    All  required  license(s)in  order to be in full  compliance
                    with  the  licensing  and   regulatory   provisions  of  the
                    Administrative  Code of the  City of New  York  which  shall
                    include,  but not be limited to; a Master Plumber License in
                    conformity with Sections  26-131,  26-138 and 26-142;  and a
                    Master  Electrician   License  in  conformity  with  Section
                    27-3013.

               6.   If,  after  investigation,  the  bidder  is  found  to  have
                    complied  with  the  above   qualifications,   he  shall  be
                    considered eligible for award of contract,  and be permitted
                    to bid for  similar  work for one year from the date of such
                    qualification.  However,  the contractor will be required to
                    submit a financial  statement  satisfactory  to DSF for each
                    subsequent year, in order to continue eligibility status.
              7.    The Board may require  that the bidder  maintain a permanent
                    place  of  business,  and,  along  with  the  qualifications
                    described above, will take into consideration whether or not
                    he has previously  failed to perform  contracts  properly or
                    complete  them on time;  is in a position to  undertake  the
                    contract;  or has without just cause,  neglected the payment
                    of  bills  or  otherwise   disregarded  his  obligations  to
                    subcontractors, suppliers or employees.

              8.    The foregoing  should not be  interpreted to prevent the DSF
                    or the Board of Education from rescinding eligibility status
                    for good cause.

Note 1:       The term "he" and "bidder" as used in this Article  shall apply to
------
              the firm or  corporation,  which shall  include the  principal  or
              executive  or  "responsible  person"  or  supervisor-in-charge  in
              active  control  of such  firm or  work,  or  person  who,  either
              individually  or as a  principal  or  executive  of  the  firm  or
              corporation, has satisfactorily completed the contract(s).

Revised November 1, 1996                                         R/S ITB

                                       -4-
<PAGE>

Note 2:       Documentation    evidencing    satisfaction   of   the   foregoing
------
              qualifications  must be provided to the Chief Executive for School
              Facilities or his/her designee. The adequacy of such documentation
              shall be  within  the  discretion  of the Chief  Executive,  whose
              determination  shall be final,  binding  and  conclusive  upon the
              bidder.

Note 3:       The requirements  stated in this article supersede those listed in
------
              the Contractor's Application for Registration as a Responsible and
              Eligible Bidder, Part 1, paragraph (c).

9.     REJECTION OF BIDS
       -----------------
       a.  The Board of Education reserves the right to reject any or all bids.

       b.  No award  will be made to a  bidder  who  shall  fail to  submit  the
           qualification  statement  setting forth the facts  required to be set
           forth, or a bidder whose  statements set forth in such  qualification
           statement are found to be untrue.

       c.  Any statement or  declaration  made by the bidder found to be untrue,
           will be sufficient cause for rejecting his bid.

       d.  The  Board  may  reject  any  bid  which  does  not  conform  to  the
           requirements of these "Instructions to Bidders".  The Board, however,
           reserves  the right,  if it is in their  interest  to do so, to waive
           informalities in a bid, or failure to comply with all requirements of
           these instructions.

       e.  The Board may  reject  any bid upon  their  determination  that it is
           submitted by an irresponsible bidder.

       f.  If more than one bid submitted by a bidder is under consideration for
           award of  contract  by the Board  and the  bidder is able to meet the
           qualifications  of Para. 8 for some, but not all such contracts,  the
           Board will determine which contract or contracts shall be awarded him
           and which of his bids should be rejected because of inability to meet
           the qualifications required by Par. 8.

10.    EXCISE TAX
       ----------
       Bidders  are hereby  notified  that they are exempt  from  payment of the
       Manufacturer's  excise taxes for material purchased for the exclusive use
       of the  City  of New  York  or any of its  agencies,  provided  that  the
       Manufacturer   has  complied  with  the  Rules  and  Regulations  of  the
       Commissioner of Internal Revenue.

11.    CONTRACT AWARD
       --------------
       The Board of Education will either award the contract or reject all bids.
       Award, if any, will be made to the lowest  responsible  bidder  complying
       with the terms of the proposal and the contract documents,  as determined
       by the Board of Education.

12.    NO TEXT.

13.    NO TEXT.

14.    NO TEXT.

15.    NO TEXT.


Revised November 1, 1996                                         R/S ITB

                                       -5-
<PAGE>


16.    WAGE RATES
       ----------
       If the work of this  contract is covered by the  provisions  of Labor Law
       Sections  220  (Labor  Upon  Public   Works)  or  Section  230  (Building
       Services), the following provision(s) shall apply:

       The Office of the  Comptroller of the City of New York has certified wage
       rates,  which rates have been  established by him pursuant to the laws of
       the State of New York.  These wage rates are posted in the Bid Room.  The
       Contractor  and  every  sub-contractor  on  contracts  shall  post  in  a
       prominent  place on the site of the work a legible  statement of all wage
       rates as  specified  to be paid for the  various  classes  of  mechanics,
       working men or laborers employed on the work.

17.    OPEN MARKET ORDERS
       ------------------

       When the amount of an award does not exceed  $15,000,  Open Market Orders
       may be issued and the  contractor  warrants  that it can and will perform
       the order  without  making any  assignment of the monies due or to become
       due. In the event an Open Market Order is issued, the contractor shall be
       bound by the terms of Contract No. I.

18.    INSURANCE
       ---------
       In accordance with the Contract,  the contractor must obtain and maintain
       separate   insurance   for  Public   (General)   Liability   and  Owners'
       (Contractors')  Protective  Liability.  The insurance  companies  must be
       approved by the  Director  and licensed by the State of New York to issue
       such  insurance.  The required  policies  coverages  and their  liability
       limits are presented below. These requirements supercede any reference to
       insurance in the Standard Specifications.

                         LIABILITY LIMITS FOR CONTRACTS
                         ------------------------------

TYPE OF POLICY      POLICY COVERAGE      ABOVE $100,000.  IF $ 100,000. OR LESS
--------------------------------------------------------------------------------
PUBLIC (GENERAL)      Bodily Injury and  $4,000,000.      $1,000,000.
LIABILITY             Property Damage    per project      per project

OWNERS'(CONTRACTOR'S) Bodily Injury and  $1,000,000.      $500,000.
PROTECTIVE LIABILITY  Property Damage    per project      per project

--------------------------------------------------------------------------------

WORKER'S COMPENSATION - Statutory Requirements

--------------------------------------------------------------------------------

FIRE, MALICIOUS MISCHIEF - Value of contract as per Article 40, Section 1 of the
Contract.

--------------------------------------------------------------------------------

19.    LIQUIDATED DAMAGES (See Specification)
       ------------------

                                      -6-
<PAGE>

20.    WITHDRAWAL  OF BIDS PRIOR TO CONTRACT  AWARD
       --------------------------------------------
       After  the  opening  of  bids,  a  request  by a bidder  to the  Board of

Revised November 1, 1996                                         R/S ITB

       Education  for consent to the  withdrawal  of his bid will be  considered
       only under the following terms and conditions:

a.     Where a unilateral  error or mistake is discovered in a bid, such bid may
       be withdrawn after a showing of the following:

       (1)    The  mistake  is known or made  known to the  Board,  prior to the
              awarding of the contract or within three days after the opening of
              the bid, whichever period is shorter.  Any request must be sent by
              registered  mail and  must be  postmarked  no later  than 72 hours
              following the opening of the bid.  Request received after 72 hours
              of the bid opening  shall be  rejected.  The bidder shall have the
              right to appeal this decision  directly to the Chancellor's  Board
              of Review.

       (2)    The  price  bid was  based  on an  error  of such  magnitude  that
              enforcement would be unconscionable.

       (3)    The bid  was  submitted  in good  faith  and  the  bidder  submits
              credible evidence that the mistake was a clerical error as opposed
              to a judgment error.

       (4)    The  error  in the bid is  actually  due to an  unintentional  and
              substantial  arithmetic  error or an  unintentional  omission of a
              substantial  quantity of work, labor,  material,  or services made
              directly  in the  compilation  of  the  bid,  which  unintentional
              arithmetic error or unintentional omission can be clearly shown by
              objective  evidence  drawn from  inspection  of the original  work
              paper,  documents or materials used in the  preparation of the bid
              sought to be withdrawn.

       (5)    It is possible to place the Board,  in the same position as before
              the withdrawal.

b.     Unless  otherwise  required by law,  the sole remedy for a bid mistake in
       accordance  with this  provision  shall be withdrawal of that bid and the
       return  of the bid  bond  or  other  security,  if  any,  to the  bidder.
       Thereafter,  the Board may, in its discretion,  award the contract to the
       next lowest bidder or rebid the contract. Any amendment to or reformation
       of a bid or a  contract  to rectify  such an error or mistake  therein is
       strictly  prohibited.

c.     All requests will be referred to the Board of Review.  Its decision shall
       be final.

d.     Bidders requesting consent to the withdrawal of bids shall make available
       to the  Director and the Board of Review all work sheets, summary  sheets
       and other data  requested as  pertinent  to its inquiry.  Failure to make
       available  data  requested  will  result in  refusal  of  consent  to the
       withdrawal of bids.

e.     Whenever  any  bidder  or  Contractor  requests  consent  of the Board of
       Education to the  withdrawal of his bid, the Board of Education may grant
       such request in any case which it deems just and proper, but such request
       shall be made and such  consent  to  withdraw  shall be  accepted  by the
       bidder upon the express condition that said bidder shall be excluded from
       bidding again on the same item or proposal. Should any bidder request the
       withdrawal of more than one bid in any twelve month  period,  he shall be
       disqualified  from bidding on Board of Education work for a period of one
       year from the date of the second request.

f.     Withdrawal of bid is permissible for contracts  requiring bid security in
       accordance  with  paragraph  6 after 45 days  from  date of bid  opening,
       provided such withdrawal is made prior to contract award.

g.     Withdrawal  of bid is  permissible  for  contracts  not    requiring  bid
                                                           ---
       security after 60 days from date of bid opening, provided such withdrawal
       is made prior to contract award.

Revised November 1, 1996                                         R/S ITB

                                       -7-
<PAGE>


h.     Except for the circumstances  described in subparagraphs 20(f) and 20(g),
       where requests shall not be referred to the Board of Review, any requests
       for a Withdrawal  of Bid must be  accompanied  by a certified  check made
       payable to the Board of Education, Administration of Business Affairs, to
       defray the cost of the Board of Review  proceeding.  Such checks shall be
       in the  amount  of five  hundred  dollars  ($500.00)  for  bids of  fifty
       thousand  dollars  ($50,000.00)  or  greater.  Where the bid is less than
       fifty thousand  dollars  ($50,000.00),  a two hundred and fifty,   dollar
       ($250.00) check is required. Such fees are non-refundable.

21.    OTHER THAN REGULAR HOURS:
       -------------------------
       Contractor  requesting  and  receiving  permission  from the  Director to
       perform  work  in  buildings  under  the  jurisdiction  of the  Board  of
       Education on Saturday,  Sunday,  Holiday and other than regular  hours of
       duty on business  days are required to pay the Board of Education for the
       duly authorized  extra service  entailed  compensation in accordance with
       the following schedule:

       a.     After 5:00 P.M. on business day - $26.00/hour.

       b.     Saturday, Sunday and Holiday - $26.00/hour; $104.00 minimum.

       For  this  purpose  holidays  are  as  follows:  NEW  YEAR'S,   MEMORIAL,
       INDEPENDENCE,   LABOR,  COLUMBUS,  ELECTION,   VETERANS',   THANKSGIVING,
       CHRISTMAS , LINCOLN'S,  WASHINGTON'S, MARTIN LUTHER KING, JR.'S BIRTHDAY,
       GOOD FRIDAY, ROSH HASHANAH AND YOM KIPPUR.

       c.     Before 7:45 A.M. on Saturdays  and before 7:45 A.M. on all regular
              business days during summer, Christmas and Easter Vacation periods
              $26.00 per hour pro-rated.

       d.     When several Contractors are working at school at the same time of
              the  day   hereinbefore   stated  each  Contractor  will  pay  the
              Custodian-Engineer,  Custodian or  Cleaner-in-charge  his share of
              fee which will be derived by dividing the  Custodian  Compensation
              Fee per hour or Minimum Fee by the number of  Contractors at work.
              Custodian-Engineer,  Custodian or  Cleaner-in-charge  will keep an
              hourly record of number of Contractors at work and their names.

       e.     For keeping the schools  open for the benefit of  Contractors  for
              purposes  or in a manner  not  clearly  covered  in the  foregoing
              schedule  and  schedule   conditions,   the   Chancellor  and  the
              Administrator  of Business Affairs shall be empowered to apply the
              most equitable rate or rates.

       f.     Contractor  shall not pay the Custodian  anything in excess of the
              above Schedule of Payments.

22.    OVERTIME WORK
       -------------
       The Contractor is hereby advised that the Board of Education reserves the
       right to order and pay for  overtime  work when a delay  occurs  provided
       such delay is not the fault of the  Contractor.  Such overtime work shall
       not be authorized until the following steps have been taken:

       1.     The  Contractor   shall  obtain  PW  Form  30   (Application   for
              Dispensation) from the Sate of New York Dept. of Labor,  Bureau of
              Public Work.

       2.     After  filling out this form in  duplicate  the  Contractor  shall
              submit  it to  the  authorized  representative  of  the  Board  of



Revised November 1, 1996                                         R/S ITB

                                       -8-
<PAGE>

              Education  for  Certification  of that  section  of the form which
              states that the  described  public work project is of an important
              nature and that a delay in carrying it to completion  would result
              in serious disadvantage to the public.

       3.     The Contractor  shall submit the certified forms to the Industrial
              Commissioner   of  the  New  York  State  Labor   Department   for
              determination  that  such  an  emergency  does in  fact  exist  as
              provided in sub-division 2 of Section 220 Labor Law.

       4.     If  the   Industrial   Commissioner   approves  he  will  issue  a
              Certificate of Emergency (PW Form 31 -Notice of  Determination) to
              the Contractor with a copy to the Board of Education.

       5.     Upon receipt of this certificate,  the Contractor is authorized to
              proceed promptly. For each such emergency, the Contract price will
              be adjusted in accordance with the provisions of the Contract.

23.    EQUAL OPPORTUNITY REQUIREMENTS FOR CONTRACTORS
       ----------------------------------------------
       The  attention  of all  bidders is  particularly  directed to the various
       provisions set forth in the contract  documents with respect to providing
       equal employment opportunity,  prohibiting  discrimination in employment,
       soliciting of minority subcontractors,  and providing on-the-job training
       programs.

       This contract is subject to the NYC Charter,  Chapter 35, Section 814 (k)
       for employment  agencies,  and by signing this  Contract,  the Contractor
       agrees that it shall not discriminate against employees or applicants for
       employment pursuant to federal, state or local law.

       A.   Pre-Award Conference
            --------------------
            Prior to the award of contract to the low bidder,  and if  requested
            by the  Office of Equal  Opportunity,  such  bidder  shall  attend a
            pre-award  conference to be held in the Office of Equal  Opportunity
            of the Board of Education  for the purpose of  acquainting  him with
            the  statutory  and  contractual   requirements  and  what  specific
            measures  shall  constitute  an  acceptable  program of  Affirmative
            Action.

       B.   Program of Affirmative Action
            -----------------------------
            1.  The low bidder  for the  contract,  prior to the award  thereof,
                shall submit to the Director of the Office of Equal  Opportunity
                of the Board of Education a policy  letter known as a Program of
                Affirmative Action.

            2.  The term "Program of Affirmative Action"  (hereinafter  referred
                to as P.A.A.)  means a written plan  formulated  by a contractor
                which includes an analysis of  employment,  at all levels and in
                all categories and aspects of its work force, which indicates at
                which levels and in what  categories  and  aspects,  if any, the
                contractor is deficient in the  utilization  of minority  groups
                and contains goals and timetables toward the attainment of which
                the  contractor's  good faith effort must be directed to correct
                those deficiencies.

            3.  The  P.A.A.  shall  apply to all  Board of  Education  contracts
                except  that,  with  regard  to  contracts  under  $50,000,  the
                Director of the Office of Equal  Opportunity shall be authorized
                to  make  such  modifications  as  may  be  appropriate  in  the
                individual case.

            4.  The low bidder's P.A.A.  with respect to the affirmative  action
                to  be  taken  by  him  in  connection  with  equal   employment
                opportunity, will be considered by the Board of Education in its
                determination  as to whether a numerical  low bidder is entitled
                to award of this contract.


Revised November 1, 1996                                         R/S ITB


                                       -9-
<PAGE>

            5.  The  low  bidder's  written  P.A.A.  must  be  submitted  to the
                Director of the Office of Equal Opportunity within 15 days after
                the bid opening. The Director of the Office of Equal Opportunity
                acting for the  Chancellor  shall be the judge of the  Program's
                acceptability.

            6.  In the  event  the low  bidder  fails to  submit  an  acceptable
                written  P.P.A.  within the said 15 days,  the Director of Equal
                Opportunity  may  recommend  that the low bid be  rejected,  the
                amount of the bid deposit be forfeited,  and that the low bidder
                be  disqualified  from bidding on Board of Education  work for a
                period of one year.

            7.  NO TEXT

            8.  Nothing herein shall be interpreted or enforced as requiring the
                use of quotas in hiring.

            9.  An acceptable P.A.A. shall also include the following:

                a.   NO TEXT

                b.   Written  evidence or other proof which shows that  minority
                     subcontractors  have  been  solicited  and  given  an equal
                     opportunity  to submit  proposals  and that such  proposals
                     have been given equal  consideration  for award. The Office
                     of Equal Opportunity,  Board of Education, shall maintain a
                     list of  minority  contractors  which  have  satisfied  the
                     requirements  of the Board of Education for  competence and
                     financial responsibility.

                c.   A  commitment  that  the low  bidder  understands  and will
                     comply  with  the   requirement  to  submit  monthly  equal
                     opportunity-contractor  workforce  reports to the Office of
                     Equal Opportunity, Board of Education.

                d.   Commitment to good faith efforts to participate in programs
                     for  rapid  advancement  to full  journeyman  pay  scale of
                     minority  employees who by training  and/or  experience can
                     perform the duties of a qualified journeyman.

                e.   The  P.A.A.  shall  specify  the  unions or other  employee
                     organizations   from  which  the   contractor   anticipates
                     obtaining workers in each building and construction  trade,
                     and shall include commitments to good faith efforts to seek
                     to affect, directly or through its contractor's association
                     or other employer organization,  programs by such unions or
                     organizations to advance trainees to journeyman status when
                     they  successfully  complete  their  course of training and
                     programs to accept new minority  apprentices at the rate of
                     no  less  than  one  minority  apprentice  to  every  three
                     non-minority apprentices.

                f.   Unless  otherwise  exempted by the Board of  Education  all
                     facilities  of the  Contractor,  including any which are in
                     any respect  separate and distinct  from  activities of the
                     contractor related to the performance of the contract shall
                     be equally subject to these provisions.

                g.   The P.A.A. or portions thereof,  shall be submitted on such
                     forms  as  shall  be   provided  by  the  Office  of  Equal
                     Opportunity, Board of Education.

                h.   The  P.A.A.  shall  include a  commitment  to submit to the
                     Office of Equal Opportunity, Board of Education, a separate
                     P.A.A.   of   the   form   and   substance   specified   in
                     subdivisions(a.)    through   (g.)    hereof,    for   each
                     subcontractor(s),vendor(s)or    supplier(s)prior   to   its
                     approval by the Board of Education.  Such  submissions  for
                     subcontractors,  vendors or suppliers  must be submitted to
                     the  Director  of the  Office of Equal  Opportunity  by the
                     prime  contractor  and  approved  at least 30 days prior to
                     their signing of a contract with subcontractors, vendors or
                     suppliers.   This  requirement   includes   subcontractors,
                     vendors or suppliers regardless of their tier.

Revised November 1, 1996                                         R/S ITB

                                       -10-
<PAGE>

                i.   Unless  otherwise  exempted by the Board of  Education,  no
                     specific  good  faith   commitment,   including   goals  of
                     minority,  manpower  utilization,  contained  in the P.A.A.
                     shall be acceptable which is not at least equal to any such
                     commitment   contained   in  the   most   recent   previous
                     affirmative action program, if any, of the contractor.

C.     Requirement After Award of Contract:  In addition to a written P.A.A. the
       -----------------------------------
       prime contractor shall:

       1.     File  and   also   cause   its   subcontractors   to  file   equal
              opportunity-compliance  workforce  reports monthly with the Office
              of Equal  Opportunity,  Board of  Education.  The  Office of Equal
              Opportunity  may require weekly or bi-weekly  reports from any one
              specific contractor or subcontractor as it deems advisable.

              Such compliance workforce reports shall indicate the following:

              a.     The  percentage  of  work  completed  on  the  Contractor's
                     construction project (s).

              b.     The   subcontractors   of  every   tier   working   on  the
                     contractor's construction project (s).

              c.     The  total  number  of  workers  and the  total  number  of
                     minority  workers  during  the  specified  period  in  each
                     building  and  construction   trade,   including   separate
                     statistics for journeymen, apprentices and trainees.

              d.     Explanations for any current or anticipated departures from
                     the  total  manpower   utilization  or  minority   manpower
                     utilization projected in the contractor's P.A.A.

              e.     Any  and  all  efforts  made to  recruit  individuals  from
                     minority groups.

              f.     All other policies or practices of the Contractor affecting
                     compliance.

       2.     Cooperate  with  civil  rights  groups and  responsible  community
              organizations  concerned with the need for representative  numbers
              of minority group workers in the building and  construction  trade
              industry.

       3.     Hire minority  group  members from other sources  should the union
              with which he has a collective  bargaining  agreement be unable or
              unwilling to supply them.

       4.     Secure from his subcontractor(s),vendor(s)or supplier(s)P.A.A. and
              other  general  requirements  described  above as  applying to the
              contractor.  No  subcontractor  shall be given an order to proceed
              until his P.A.A.  is received  and approved by the Director of the
              Office of Equal Opportunity.

D.     Sanctions and Remedies
       ----------------------

       It  is  agreed  that  if  the  Contractor  does  not  comply  with  equal
       opportunity  provisions  herein stated, as solely determined by the Board
       of Education, the Contractor's contract may be cancelled,  terminated, or
       suspended  in  whole  or in  part  and  the  Contractor  may be  declared
       ineligible  for further Board of Education  contracts  and/or  subject to
       such other sanctions as may be imposed and remedies  invoked by the Board


                                      -11-
<PAGE>

       of Education in its discretion.  Contractors shall be responsible for the
       compliance of their subcontractor(s),  vendor(s) or supplier(s).  Failure
       of its  subcontractor(s),  vendor(s)  or  supplier(s)  to comply with the
       provisions  hereof  or with  non-discriminatory  contractual  provisions,
       shall be grounds for the  imposition of sanctions and remedies  against a
       Contractor.  Such  sanctions  and remedies  include the  authority of the
       Office of Equal Opportunity to halt scheduled payments to Contractors who
       fail to comply with the provisions hereof.

E.     For information  concerning the Board of Education's  policy or questions
       pertaining to Equal Employment Opportunity,  bidders may consult with the
       Office of Equal Opportunity of the Board of Education.

24.    LOCALLY BASED ENTERPRISE (LBE) PROGRAM
       --------------------------------------
       The  Board  requests  voluntary   compliance  with  the  requirements  of
       Administrative Code, 6-108.1  and the regulations promulgated thereunder.
       No  construction  contract will be awarded unless and until the Board has
       evaluated  efforts made by  Contractor in attempting to comply with these
       requirements.

       Be advised that for mayoral agencies:

       a.     If any portion of the contract is subcontracted, not less than ten
              percent of the total dollar mount of the contract shall be awarded
              to locally based enterprises ("LBEs"); except, where less that ten
              percent  of  the  total   dollar   amount  of  the   contract   is
              subcontracted, such lesser percentage shall be so awarded.

       b.     No Contractor shall require performance and payment bonds from LBE
              subcontractors.

       c.     No  Contract  shall  be  awarded   unless  the  Contractor   first
              identifies in its bid:

              (1)    the  percentage,  dollar  amount  and  type  of  work to be
                     subcontracted: and

              (2)    the  percentage,  dollar  amount  and  type  of  work to be
                     subcontracted to LBEs.

       d.     Within  ten  calendar  days  after  notification  of low bid,  the
              apparent low bidder shall submit an "LBE  Participation  Schedule"
              (Form LBE-A1) to the contracting agency. If such schedule does not
              identify sufficient LBE subcontractors to meet the requirements of
              Administrative   Code,  6-108.1,  the  apparent  low bidder  shall
              submit  documentation  of its  good  faith  efforts  to meet  such
              requirements.

              (1)    The  "LBE  Participation  Schedule"  (Form  LBE-A1  ) shall
                     include:

                     (a)    the name and  address of each LBE that will be given
                            a subcontract,

                     (b)    the percentage, dollar amount and type of work to be
                            subcontracted to the LBE, and

                     (c)    the  dates  when  the  LBE  subcontract   work  will
                            commence and end.

              (2)    The  following  documents  shall  be  attached  to the "LBE
                     Participation Schedule" (Form LBE-A 1):

                     (a)    verification  letters from each subcontractor listed
                            in the "LBE Participation  Schedule" (Form LBE-A 1),
                            stating  that  the  LBE  will  enter  into a  formal
                            agreement for work, (Form LBE-A2)

                     (b)    certification   documents   of  any   proposed   LBE
                            subcontractor  which  is not on  the  LBE  certified
                            list, and


                                      -12-
<PAGE>
                     (c)    copies of the certification  letter of  any proposed
                            subcontractor which is an LBE.

              (3)   Documentation  of good faith efforts to achieve the required
                    LBE  percentage  shall  include  as  appropriate  but not be
                    limited to the following:

                    (a)     attendance at pre-bid  meetings,  when  scheduled by
                            the   agency,   to  advise   bidders   of   contract
                            requirements;

                    (b)     advertisement    where    appropriate   in   general
                            circulation media,  trade association  publications,
                            and   small   business   media   of   the   specific
                            subcontracts  that  would be at  least  equal to the
                            percentage goal for LBE utilization specified by the
                            contractor;

                    (c)     written   notification  to  associations  of  small,
                            minority and women contractors  soliciting  specific
                            subcontracts;

                    (d)     written  notification by certified mail to LBE firms
                            that their interest in the contract is solicited for
                            specific work items and their estimated values;

                    (e)     demonstration  of efforts made to select portions of
                            the work for  performance  by LBE  firms in order to
                            increase  the  likelihood  of  achieving  the stated
                            goal;

                    (f)     documented  efforts to negotiate  with LBE firms for
                            specific subcontracts including at a minimum:

                            (i)     The names,  addresses and telephone  numbers
                                    of LBE  firms  that were  contacted,

                            (ii)    A description of the information provided to
                                    LBE   firms    regarding   the   plans   and
                                    specifications  for  portions of the work to
                                    be performed,

                            (iii)   Documentation  showing  that  no  reasonable
                                    price can be obtained from LBE firms,

                            (iv)    A statement of why agreements with LBE firms
                                    were not reached;

                    (g)     a  statement  of the  reason for  rejecting  any LBE
                            firms which the contractor deemed to be unqualified;
                            and

                    (h)     documentation  of  efforts  made to  assist  the LBE
                            firms contacted that needed  assistance in obtaining
                            required insurance.

       e.     Unless  otherwise  waived by the agency head with the  approval of
              the Office of Economic  and  Financial  Opportunity,  failure of a
              proposed  contractor  to  provide  the  information   required  by
              paragraphs c and d above  may  render  the  bid non-responsive and
              the contract may not be awarded to the  bidder. If the  contractor
              states that it will  subcontract  a specific  portion of the work,
              but can  demonstrate  that  despite  good faith  efforts it cannot
              achieve its required LBE percentage for  subcontracted  work until
              after award of contract,  the contract may be awarded subject to a
              letter of  compliance  from the  contractor  stating  that it will
              comply with Administrative  Code, 6-108. l and subject to approval
              by the agency head. If the contractor has not met its required LBE
              percentage prior to award, the contractor shall demonstrate that a
              good faith effort has been made subsequent to award to obtain LBEs
              on each subcontract until it meets the required percentage.

       f.     When a  bidder  indicates  prior  to  award  that no work  will be
              subcontracted,  no work may be  subcontracted  without  the  prior
              approval of the agency  head,  which shall be granted  only if the
              contractor, in good faith, seeks LBE  subcontractors  at least six
              weeks prior to the start of work.

Revised November 1, 1996                                         R/S ITB

                                       -13-
<PAGE>


       g.     The  contractor  may not  substitute  or change  any LBE which was
              identified  prior to award of the contract  without the permission
              of  the  agency  head.  The   contractor   shall  make  a  written
              application to the contracting  agency head for permission to make
              such  substitution or change,  explaining why the contractor needs
              to change its LBE  subcontractor  and how the Contractor will meet
              its LBE  subcontracting  requirement.  Copies of such  application
              must be served on the originally identified LBE by certified mail,
              return receipt requested,  as well as the proposed substitute LBE.
              The  agency  head  shall  determine  whether  or not to grant  the
              contractor's request for substitution.

                         END OF INSTRUCTIONS TO BIDDERS


Revised November 1, 1996                                         R/S ITB


                                       -14-
<PAGE>

                        SUPPLEMENTARY GENERAL CONDITIONS
                        --------------------------------

S.1      SCOPE
         -----

         These  Supplementary  General Conditions  supersede  requirements under
         General  Conditions  of the Standard  Specifications  where in conflict
         with  same;   otherwise  they  supplement  General  Conditions  of  the
         Standard.

S.2      TORCH BURNING OPERATIONS
         ------------------------

         A.    All  torch   burnig    operations   utilizing   oxygen  or  other
               combustible  gases shall be performed in strict  accordance  with
               F.P.  Directive 3-60,  dated  June  29,  1960,   specifying  Fire
               Department  Rules and  Regulations  for  issuance  of permits for
               storage and use of oxygen and combustible  gases during temporary
               and  emergency  torch  burning   operations   together  with  the
               following additional precautionary measures:

               1.   No  oxygen  combustible  gas  cylinders  shall be  stored on
                    premises.

               2.   Each  oxygen or other  combustible  gas work  area  shall be
                    separated  from other areas of premises and a qualified fire
                    guard shall be maintained  on duty to insure  aforementioned
                    separation.   Separated,   as  used  herein,  shall  mean  a
                    temporary  barricade  to prohibit  entrance by  unauthorized
                    persons.

               3.   After all oxygen and  combustible  gas operations  have been
                    completed, a qualified fire guard shall be continued on duty
                    for a total of 1 1/2 hours  during  which time he shall make
                    three (3) complete inspections,  at half hour intervals,  of
                    entire work area for purpose of detecting fire.

               4.   The use of liquefied  petroleum  gases in occupied places of
                    assembly is strictly prohibited.

         B.    Contractor  must notify Area Office of  intention to proceed with
               any torch  burning  and  obtain  permission  from an Area  Office
               representative before proceeding.

         C.    Each contractor  performing torch burning  operations shall apply
               and obtain Fire  Department  permit before  commencing such work.
               Also, each torch burning operator shall carry on their person, at
               all  times,  a  current  certificate  of  fitness  issued by Fire
               Department to perform this type of work.

         D.    Fire guard shall be  stationed  in work area at all times  during
               torch burning operations and thereafter as indicated above.

         E.    Cost of all permits, certificates, fire guards, barricades, etc.,
               required in  connection  with torch burning  operations  shall be
               borne by the Contractor at no additional cost to the Board.

S.3.     CLEAN-UP
         --------
         Upon completion of his work, each Contractor shall thoroughly  clean-up
         all dirt  resulting  from his work as required to restore work areas to
         the  state of  cleanliness  existing  before  work  began.  In  general
         cleaning requirements are limited to the removal of rubbish,  spatters,
         stains,  smears, foot tracks, etc. However,  where work that causes the
         dissemination of dust has been performed,  cleaning  requirements shall
         include,  in  addition  to the  aforementioned  operations,  all  other
         operations  necessary  to remove the dust.  Also,  in  performing  dust
         creating work, the Contractor  shall provide dust tight  enclosures and
         foot mats to minimize the spread of dust and foot marks.

Revised November 1, 1996                                         R/S ITB

                                       -15-
<PAGE>


         (Note: This final clean-up is in addition to the required daily removal
         of rubbish)  Also,  Contractor  shall protect  drains and fixtures from
         clogging  due to work under this  Contract  and is hereby  required  to
         clean all drains, fixtures, traps, etc., found to be clogged because of
         his neglect.

S.4      NO TEXT.

S.5      CORRESPONDENCE
         --------------
         All  correspondence  regarding work of this Contract shall indicate the
         school number or name, the contract number,  specification  number and,
         where issued, the Dept. of Water Supply, Gas and Electricity number.

S.6      WORK IN CORRIDORS AND STAIRHALLS
         --------------------------------
         All such work shall be performed in  accordance  with  requirements  of
         N.Y.C. Fire Dept. rules and regulations  governing obstruction of these
         locations.

S.7      INTENT
         ------
         Except  as  otherwise  specified,  the  Contractor  shall  provide  all
         articles,  materials,   operations  of  methods  listed,  mentioned  or
         scheduled  herein,  including  all  labor,  materials,   equipment  and
         incidentals necessary and required for their completion.

S.8      TRAFFIC COORDINATION
         --------------------
         Contractor  shall schedule and perform work on or near streets so as to
         limit  restriction of traffic lanes to minimum  consistent  with safety
         and requirements of work being performed.  Also,  Contractor shall make
         maximum  effort  to  expedite  flow of  traffic  past  any  unavoidable
         restriction.  Also, during peak traffic periods, Contractor shall avoid
         obstructing  any traffic lane  required for free flow of peak  traffic,
         except in cases of outmost  emergency.  Also,  Contractor shall protect
         areas he has restricted to traffic with warning devices and barriers to
         alert oncoming  drivers and to permit orderly  adjustment of traffic in
         advance of road restriction.

S.9      RUBBISH REMOVAL FOR RELATED CONTRACTS UNDER SAME COVER
         ------------------------------------------------------
         A.    Except as otherwise  noted,  Contractor  for Item 1 shall provide
               receptacles  of  adequate  size and  number  in  handy  locations
               throughout  interior  of  premises  to receive  general  interior
               rubbish resulting from work of all items. Also, Contractor Item I
               shall  remove from  premises  contents  of all  general  interior
               rubbish  receptacles  and shall  provide  all labor and  trucking
               necessary  for  collection  and  removal  of  such  rubbish  from
               premises.  Also,  Contractor  for Item 1 shall  broom clean areas
               around each receptacle at end of each day's work.

         B.    Contractor for each Item shall collect and remove from premises.

               1.   All pipes, fittings, conduits, wiring, duct work, radiators,
                    fixtures,  equipment,  sheet metal,  roofing,  windows,  and
                    other specific rubbish resulting for his work.

               2.   All rubbish of any type and description,  resulting from his
                    work in boiler rooms, equipment rooms and fan rooms.

               3.   All rubbish of any type  description  resulting from any and
                    all of his exterior  work.  Also,  Contractor  for each Item
                    shall collect all remaining  rubbish resulting from his work
                    and deposit same in  receptacles  provided by Contractor for
                    Item 1.


Revised November 1, 1996                                         R/S ITB

                                       -16-
<PAGE>

         C.    Rubbish shall not be thrown down  dumbwaiters,  dust chutes,  and
               other shafts  or shall rubbish be thrown from windows, roofs, and
               other points  above  grade.  Also  accumulated  rubbish  shall be
               removed from the premises at the end of each day's work.

S.10     START OF WORK
         -------------
         Each  Contractor  shall  give the Area  Manager  and  School  Custodian
         48-hour  advance  written  notice of his  intention  to commence  work.
         Notification  shall  include  the date on which  work will  begin,  the
         nature of the work to be  performed,  the  number of  workers  who will
         participate  in the work,  and the expected  date of  completion of the
         work covered by the notice.

S. 11    LICENSE, PERMITS, ETC.
         ----------------------
         Each Contractor shall obtain all licenses, permits, etc., required from
         public agencies having  jurisdiction  over his work and shall keep such
         documents   properly  posted  at  premises  at  all  times  during  the
         performance of the work covered by these documents.

S.12     GUARANTEES
         ----------
         Each  Contractor  shall submit the  application  for final  payment all
         manufacturer's  guarantees and  warranties for new equipment  installed
         under his contract.  Contractor  shall  include in these  documents the
         names  and  addresses  of the  local  firms  required  to  service  the
         guaranteed  equipment.  The Contractor shall obtain all  manufacturer's
         guarantees  and  warranties of all equipment and materials  required by
         this  contract in the name of the Board and shall  deliver  same to the
         Board.

S.13     NOISE CONTROL
         -------------
         A.   The  contractor  is hereby  advised that the work of this contract
              shall be performed in compliance with all applicable provisions of
              Local  Law  57,  New  York  City,  Noise  Control  Code  effective
              September 1, 1972.

         B.   Without   restricting   the  generality  of  the  foregoing,   the
              Contractor's  attention  is  directed  to the  following  specific
              provisions of this Code which is applicable  to  construction  and
              related work in and around school buildings as follows:

         Section 1403.3-3.01
         -------------------
         No  person  shall  make,  continue  or  cause or  permit  to be made or
         continued any unnecessary noise.

         Section 1403.3-4.01
         -------------------
         Any act in violation of the  provisions  of this Article of the code is
         deemed to be in violation  of Article 111 of the code,  without any way
         limiting the generality of the provisions of Article 111 of the code.

         Section 1403.3-411 Construction Activities
         ------------------------------------------
         Except as otherwise provided in this section, no person shall engage in
         or permit any person to be engaged in  construction  activities  in any
         zone  other than on  weekdays  between  the hours of 7 A.M.  and 6 P.M.
         Subject to  provisions  of Section  3.01 of the code,  an agency of the
         City of New York  authorized  under  the  Administrative  Code to issue
         permits or licenses  authorizing  construction  activities  may, in the
         case of  urgent  necessity  in the  interest  of public  safety,  issue
         variance  from the  provisions of a  sub-division  of this section with
         respect in any such construction activity. Such variance may be granted
         for an  initial  period  of up to  three  days and may be  renewed  for
         periods of three days or less while such  urgent  necessity  continues.
         Such  variance  shall be clearly  marked on such  license or permit and
         shall be prominently posted at the site of such construction activities
         by the permittee or licensee.  A copy of such marked  license or permit
         shall be promptly forwarded to the Board. In the case of an emergency,


Revised November 1, 1996                                         R/S ITB

                                       -17-
<PAGE>

         construction  activities  directly connected with the abatement of such
         emergency may be undertaken without a variance as herein provided for a
         period of not to exceed  twelve  hours  from the  commencement  of such
         construction  during which time  application  for a variance  hereunder
         shall be made.

         Section 1403.3.4.13 Construction Devices
         ----------------------------------------
         Except as provided in Article V of this code,  no person shall  operate
         or use or cause to be operated or used a construction  device in such a
         way as to create unnecessary noise.

         Section 14.3.B-4.19 School. Hospitals. Courts
         ---------------------------------------------
         No person shall cause or permit the creation of any  unnecessary  noise
         through  the use of any device on any street  adjacent to any school or
         court while the same is in session, or adjacent to any hospital.

         Section 14,03.3-5.21 Paving Breakers
         ------------------------------------
         To be operated only within the allowable sound levels  indicated in the
         code.

     C.  The Contractor is required to comply with all registration requirements
         issued  under  Section  1403.2.09  for air  compressors  and/or  paving
         breakers used in the performance of the work of this Contract.

     D.  It shall be the  responsibility  of each Contractor to obtain a copy of
         the  aforementioned  Noise  Control Code and acquaint  himself with the
         applicable  provisions and comply  therewith in the  performance of all
         work of this contract.  Copies of this Code may be obtained at the City
         Record Sales Office: 2213 Municipal Building, New York, NY 10007.

S.14     ASBESTOS REGULATIONS
         --------------------
         All  contractors  are on notice that effective  April 1, 1987, new City
         Local Laws become effective for all actual and potential  asbestos work
         and handling.  Contractors must become familiar with the Local Laws and
         applicable  regulations  published by the New York City  Department  of
         Environmental  Protection.  Copies of Local Law 76/85, Local Law 70/86,
         and  applicable  regulations,  as published in the City Record,  may be
         obtained from:

                  City Books, Room 2223, Municipal Building,  One Centre Street,
                  New York, New York 10007

         or from the Division of School Facilities in the  Environmental  Health
         and  Safety  Section.  Other  Asbestos  regulations,  as  issued by the
         Department of Environmental  Protection,  will be effective on the date
         as required by law.

         Since  the  regulations  may  effect  the  work  of the  contract,  all
         contractors are advised to become familiar with the requirements.

         Questions  regarding the Local Laws and regulations  should be directed
         to: Department of Environmental Protection, Licensing and Certification
         Unit,  Asbestos  Control Program at: 59-17 Junction Blvd.,  Corona,  NY
         11368 (718) 595-3648.

         or to the  Environmental  Health and Safety  Section of the Division of
         School Facilities (718)391-6475.


Revised November 1, 1996                                         R/S ITB

                                       -18-
<PAGE>


S.15     SECURITY - CONTRACTOR EMPLOYEE IDENTIFICATION
         ---------------------------------------------

         The contractor  shall provide photo  identification  badges for all his
         employees  and, in addition,  require that any and all  sub-contractors
         provide same for their employees.

         The  badges  are to be  worn on  outer  clothing  and be  conspicuously
         displayed at all times while present on Board of Education premises.

         The badge is to include the  Contractor's  name, the  employee's  name,
         social security number,  date of birth,  height and weight along with a
         photograph of the employee.

         The  contractor  is hereby  notified  that any employee of the Board of
         Education   shall  have  the  right  to  inspect  the  badge.   If  the
         Contractor's  employee  refuses  to  display  or  produce  a badge  for
         examination, the Regional Manager of Maintenance shall be notified, and
         the contractor may be directed to remove his employee from the premises
         until such time as he is able or willing to produce said badge.


                    END OF SUPPLEMENTARY GENERAL CONDITIONS


Revised November 1, 1996                                         R/S ITB


                                       -19-
<PAGE>

BOARD OF EDUCATION OF THE CITY OF NEW YORK
RAMON C. CORTINES, Chancellor                                       ATTACHMENT F
--------------------------------------------------------------------------------
OFFICE OF THE CHANCELLOR
110 Livingston Street - Brooklyn, NY 11201

            Video Systems
         53rd Avenue
Rego Park, NY 11374-2837

Attention:

            Re: AGREEMENT TO PERFORM WORK AT PS ____, Queens
                _______Avenue, Flushing, NY 11358
                Installation of Suspended Microphone System in the Auditorium

Dear Ms.           :

     The Division of School  Facilities (DSF)  acknowledges the request from Mr.
              ,  Principal of the referenced school, to Mr.          , Director,
Office of  Administration,  for  permission  to install a  suspended  microphone
system in the school  auditorium.  The  request  states that the funding for the
work is provided by the Parent Teacher  Association (PTA). It is understood that
the funds are used appropriately.

                     Video Systems (VS) has been selected by Mr.              to
perform the referenced work and shall be paid for this work by Mr.
from the           funds.  The DSF, the Board of  Education  and the City of New
York, shall not be responsible for payment for this work.

     The work shall conform to the following criteria:

     -    The  contractor  shall  provide  all  equipment,  material  and  labor
          required to install the suspended microphone system in the auditorium.

     -    It is  recommended  that the pulleys for the  microphones be suspended
          from the bottom chord of existing  open bar steel  joists.  Black iron
          channel  framing  for hung  ceiling  shall not be used for  suspending
          microphones and pulleys.

     -    All  cable  shall  be  run  in  continuous  lengths,  inside  approved
          raceways.  Microphone  cables shall be an approved type, two conductor
          rubber covered, shielded, 'BELDEN' or equal.

     -    The minimum size wire shall be #12 AWG, type THHN.

     -    All face plates shall be installed with non-tamperable type screws.

     -    There shall be no roof penetrations.




<PAGE>

                                     Page 2

             Video Systems                      Re: Agreement to Perform Work at
             1994                                   PS-     Queens

     -    Number 700 metal raceway  shall be utilized for any exposed  wiring in
          the auditorium.  Surface mounted floor raceway shall not create a trip
          hazard for students.

     -    All  conduits  shall be 3/4"  rigid,  painted  with  two (2)  coats of
          rust-proof  paint,  color to match  surroundings.  Metal raceway light
          brown  in  color  shall  not be  painted,  unless  directed  to do so.
          Existing conduits may be used where code permits.

     -    Low voltage cables may be run exposed in hung  ceilings,  crawl spaces
          using Board of Education  Standard and NYC Codes. Power cables and low
          voltage cable shall not be combined in the same conduit.

     -    All control  devices,  switches  and panels  shall be  labeled.  Panel
          directories shall be updated (typed entry).

     -    Contractor   shall  supply   custodian-engineer   with  all  necessary
          documents and  guarantees for equipment  installed,  and a receipt for
          any school  equipment  removed  from the premises  for  alteration  or
          repairs.

     -    Contractor  shall patch and paint any areas damaged  while  performing
          work.

     -    It is estimated  that all work shall be completed  within one month of
          starting work.

     As used in the  conditional  approval  hereafter,  the word  "you"  applies
equally to you, your contractors and sub-contractors, employees, your suppliers,
your  deliverers and any person entering school premises on your behalf or under
your contract or direction.

     Our conditional  approval to work within, upon and above Board of Education
property is subject to the following conditions:

     1.   You shall  check  with the  Custodian-Engineer  of the  school  before
          starting work. You shall adhere to the rules and regulations incumbent
          upon a Board of Education  contractor,  while on school property,  and
          perform  work within  regular  hours.  Any work on  Saturday,  Sunday,
          Holiday or other than regular  hours of duty on business days requires
          compensation to the Custodian in accordance with the current custodial
          fee schedule.

     2.   You shall  perform all  operations  with valid permits and licenses of
          most recent  edition of the  Electrical  Code of the City of New York,
          and with the Board of  Education's  1984  Electric  Work and  Lighting
          Fixtures Standard  Specifications,  25th Edition,  including all later
          revisions and  additions.  All your  equipment or supplies on Board of
          Education property is your responsibility for security and protection;

     3.   You  shall  submit a sketch  and  written  explanation  detailing  all
          specific  locations,  where you might cut or drill into walls (floors,
          or  ceilings  of your work  areas,  which will  allow a  site-specific
          asbestos survey to be performed. At this time, DSF is

<PAGE>
                                     Page 3

                                               Re:  Agreement to perform work at
                    1994

     As used in the  conditional  approval  hereafter,  the word  "you"  applies
equally to you, your contractors and sub-contractors, employees, your suppliers,
your  deliverers and any person entering school premises on your behalf or under
your contract or direction.

     Our conditional  approval to work within, upon and above Board of Education
property is subject to the following conditions:

     1.   You shall  check  with the  Custodian-Engineer  of the  school  before
          starting work. You shall adhere to the rules and regulations incumbent
          upon a Board of Education  contractor,  while on school property,  and
          perform  work within  regular  hours.  Any work on  Saturday,  Sunday,
          Holiday or other than regular  hours of duty on business days requires
          compensation to the Custodian in accordance with the current custodial
          fee schedule.

     2.   You shall  perform all  operations  with valid permits and licenses of
          most recent  edition of the  Electrical  Code of the City of New York,
          and with the Board of  Education's  1984  Electric  Work and  Lighting
          Fixtures Standard  Specifications,  25th Edition,  including all later
          revisions and  additions.  All your  equipment or supplies on Board of
          Education property is your responsibility for security and protection;

     3.   You  shall  submit a sketch  and  written  explanation  detailing  all
          specific  locations,  where you might cut or drill into walls (floors,
          or  ceilings  of your work  areas,  which will  allow a  site-specific
          asbestos  survey to be performed.  At this time, DSF is relying on the
          New York City School  Construction  Authority  (NYCSCA) to perform the
          asbestos  survey  and  give   certification   of  asbestos   clearance
          certification  from the  NYCSCA.  You will be  informed  of the NYCSCA
          survey  results  when  it  becomes   available  to  us.  All  asbestos
          regulations   as   promulgated  by  the  DSF  and  the  Department  of
          Environmental Protection (DEP) are included by reference.

     4.   You shall  erect  temporary  barricades  if and where  directed by the
          custodian  or  principal  to  separate  your work  areas  and  prevent
          disruption  to students or academic  activities.  All your  employees,
          contractors  or  sub-contractor's  employees  shall wear visible photo
          identification badges which must be displayed on their outer clothing,
          and the employees  may be  challenged by a Board  personnel to provide
          identification  or leave the school.  Your  employees must stay within
          access and work areas agreed upon by the  custodian,  school  security
          and yourself;

     5.   You  shall  fully  protect  your  work  site.  You  shall  notify  the
          Inspection Unit to assign a representative  who shall determine,  with
          you, special protective  measures that shall be taken. You shall broom
          clean  your  debris  from  the  school  on a daily  basis.  You  shall
          coordinate  your work  schedule to protect  students.  You shall fully
          restore any damages caused by your operations, clean up and remove all
          your final debris.  You shall request and conduct a completion  review
          with the Inspection Unit  representative  and obtain a sign-off at the
          end of your work;

<PAGE>
                                     Page 4

                                               Re:  Agreement to perform work at
                    1994

     6.   Further, that you shall provide:

          a)   Insurance  protecting  the work  against loss and damage by fire,
               windstorm,  hail,  explosion,  riot  attending  a  strike,  civil
               commotion,  aircraft,  vehicles,  smoke,  vandalism and malicious
               mischief, such insurance made payable to the Board;

          b)   Owner's Protective  Liability  Insurance Policy for Bodily Injury
               -----------------------------------------------
               and  Property  Damage to protect  the Board and the City  against
               claims for bodily injury,  including  death, and property damage,
               which  may  arise  from your  contractor's  and  sub-contractor's
               operation (Bodily Injury and Property Damage,  $1,000,000).  Such
                         ------------------------------------------------
               insurance policy must be issued by companies  satisfactory to DSF
               and licensed by the State of New York to issue such insurance and
               shall insure the Board as additional insured and shall contain by
               --------------------------------------------
               rider annexed to such policies, the following provisions:

               [1]  Notice under the policy by the Insurance  Company  should be
                    addressed to the  Secretary  of the Board of  Education  and
                    delivered to the Division of School Facilities;

               [2]  Notice  of  accident  should  be  given  by the  Insured  to
                    Insurance  Company  within  sixty (60) days after such claim
                    shall be filed with the said Secretary;

               [3]  Notice of claim  against the  Insured  shall be given to the
                    Insurance  Company  within  sixty (60) days after such claim
                    shall be filed with the said Secretary;

               [4]  The policy shall not be cancelled, terminated or modified by
                    the company  unless  written notice is sent thirty (30) days
                    prior by Registered  Mail to the  contractor and the insured
                    (Board),    addressed   to   the    Director,    Office   of
                    Administration,  nor shall it be  cancelled,  terminated  or
                    modified by the  contractor  without the written  consent of
                    the Director, Office of Administration;

               [5]  The presence of  engineers,  inspectors  or personnel of the
                    Board of the City on the  site of the work  performed  under
                    your contract shall not invalidate the policy of insurance;

               [6]  The  policy  shall  not  be  invalidated  by  reason  of any
                    violation  of any of the terms of any  policy  issued by the
                    Insurance Company and to the Contractor.

          c)   All policies of insurance  and notices  shall be submitted to the
               Director, Office of Administration, attention Contract Compliance
               Section.  All  policies  must remain  effective  for the complete
               duration of your operations, andInsurance Policies required under

<PAGE>
                                     Page 5

                                               Re:  Agreement to perform work at
                    1994

               items  6a and 6b  shall  contain  by the  rider  annexed  to such
               policies, provision of 6b [1], [4], [5] and [6].

     7.   You, and your sub-contractors agree to hold the Board of Education and
          its officers,  employees, agents and representatives harmless from any
          and all liability or damages to persons,  including death, or property
          arising  out  of  any  work  connected  with  your  undertaking  these
          construction operations;

     8.   You shall submit all documents and information required herein, to the
          attention of Gary Sheth,  Contract Compliance Section, Room 800, 28-11
          Queens  Plaza  North,  Long  Island  City,  NY 11101,  for  review and
          consideration;

     9.   After you have been advised that the preceding has been satisfied, you
          shall provide a two-day written  notification of the intended starting
          date to our:

                         Division of School Facilities
                                Inspection Unit
                             44-46 Vernon Boulevard
                           Long Island City, NY 11101
                          Telephone No. (718) 349-5600

     10.  When the work is satisfactorily completed, fill out, sign and date the
          enclosed  Certificate of Completion of Work and have it  countersigned
          by the inspector from the Inspection Unit, DSF. Return the certificate
          to Mark J. David,  Director for Administration  (Acting),  Division of
          School Facilities.

<PAGE>
                                     Page 6

                                               Re:  Agreement to perform work at
                    1994

     If the  foregoing  meets with your  approval,  please have the  appropriate
party as authorized  by you sign where  indicated  below,  and return the signed
copy.

     Thank you for your cooperation in this matter.

                                  Sincerely,


                                  Mark J. David
                                  Director for Administration (Acting)
                                  Division of School Facilities

AGREED TO AND ACCEPTED:

By: _________________________________________________
     Signature               Title                  Date

MJD:GS:ymb

cc:      Robert Buxbaum
         Richard Quinn
         J. Kirby Coughlin
         Rod Luccioni
         Floyd Daniels
         Gary Sheth
         Edward Pelisson - Inspection Unit
                             - Principal
         Custodian
         Files


<PAGE>
                                     Page 7

                                               Re:  Agreement to perform work at
                    1994


                        CERTIFICATE OF COMPLETION OF WORK

I/We, ______________________, certified that the work is completed as of
       (Contractor's Name)

___________________________,  per  the  agreement  and in  accordance  with  the
          (Date)

requirements of the Division of School Facilities (DSF).


        __________________________                  ________________________
         (Signature of Contractor)                           (Date)

--------------------------------------------------------------------------------

     The  referenced  work has been  inspected  and  approved as  satisfactorily
completed


______________________                                  ________________________
(Inspection Unit, DSF)                                  (Date)


c:      Mark J. David
        Gary Sheth
                     - Principal
        Custodian


<PAGE>
                                                                    ATTACHMENT G

                   BOARD OF EDUCATION OF THE CITY OF NEW YORK
        CSD 10 VIDEO CONFERENCING & TELECOMMUNICATIONS SERVICES AGREEMENT
        -----------------------------------------------------------------
              Contractual Oversight Administrator Appointment Form
              ----------------------------------------------------
            (Print or type all information unless otherwise directed)

CSD10 School/Office:____________________________________________________________

Street Address:_________________________________________________________________

City, State & Zip Code:_________________________________________________________

Telephone Number:  (___) __________________   Fax Number:  (___)________________


I, ______________,  the principal or office manager of the above expressed CSD10
school or office site do hereby appoint the hereinafter named Board of Education
employee to serve as the Contractual Oversight Administrator for the hereinafter
designated  site(s)  under the "CSD10 Video  Conferencing  &  Telecommunications
Services Agreement" for the period hereinafter specified. This appointment shall
continue  solely  at  my  pleasure  until  such  time  as  I  shall  notify  the
Chancellor's designee of any change in the appointment.

                                                  ____________________________
                                                          (Signature)


                                                  ____________________________
                                                             (Date)

Full Name of Contractual
   Oversight Administrator:_____________________________________________________

Regular Title:__________________________________________________________________

Employment Location:____________________________________________________________

Street Address:_________________________________________________________________

City, State & Zip Code:_________________________________________________________

Telephone Number:  (___) __________________   Fax Number:  (___)________________


School or Other Site(s) of Appointment:_________________________________________
________________________________________________________________________________
________________________________________________________________________________

********************************************************************************

The appointment of the named Contractual Oversight Administrator is hereby:

                                                          Approved      [   ]
                                                          Disapproved   [   ]

Date: _____________   Chancellor's Designee Signature:__________________________

                      Designee's Printed Name:__________________________________


<PAGE>
                                                                    Attachment H
                                                                    ------------


                                  July 13, 1999

MEMORANDUM
----------

TO:       Suppliers/Sellers/Lessors to Educational Video Conferencing, Inc.

FROM:     Michael  P. Coneys,  Attorney
          Office of Legal Services, Commercial Law Unit Office

SUBJECT:  Appointment  of  Educational  Video  Conferencing,  Inc.,  as  special
          purchasing   agent  for  the   limited   purposes  of  the  BOE  Video
          Conferencing & Telecommunications Services Agreement.

--------------------------------------------------------------------------------

     Please be advised that, pursuant to a formal municipal corporate resolution
and an  attendant  contract,  the  Board  of  Education  of the City of New York
("BOE") has appointed  Educational Video  Conferencing,  Inc.  ("EVC"),  35 East
Grassy  Sprain Road,  Yonkers,  New York 10710,  to be and to act as an official
agent on  behalf of the New York  City  Public  School  System  for the  limited
purposes  of making and  effecting  purchases,  leases and other forms of lawful
acquisition of goods, commodities,  materials,  supplies,  equipment, labor, and
services, etc., for purposes of the resale of such items and services to the BOE
as part of a BOE agreement with EVC to furnish goods, materials and services for
a school-based video conferencing and telecommunications program.

     For purposes of federal, state and local sales, excise and compensating use
taxes,  please be advised  that the BOE is a tax exempt  municipal  corporation,
school  district and political  subdivision  as defined under the U.S.  Internal
Revenue  Code,  26 U.S.C.  Section  4221,  et seq.,  the New York State Tax Law,
Section 1116, et seq., the New York State  Education Law,  Section 2551, and the
New York State General  Construction  Law, Section 66(1). For your  information,
please use BOE Tax Exempt  Identification  No.  69-0210637.  Thus, all otherwise
taxable  purchases,  leases,  and other forms of lawful  acquisition  by EVC for
purposes of this BOE program  should be exempted  from the  collection of sales,
excise and/or  compensating use taxes,  because EVC is acting as an agent on the
BOE's behalf.  EVC is a re-seller  and not an end  consumer;  the BOE is the end
consumer.

     Please contact me at your earliest convenience if you have any questions or
comments  that you wish to discuss  regarding  this  matter.  Thank you for your
attention and cooperation.

MPC/m
Tel: (718) 935-3608

Reference: mpc files/1998-99 contracts//OLS Log No. 2509//Letter 2000-


<PAGE>
                                                                    ATTACHMENT I

                              TERMS AND CONDITIONS

1.   Definitions
     -----------

     A.   Words used in this Agreement shall have their ordinary meanings in the
          English language,  except that scientific,  technical,  specialized or
          foreign words shall be given their appropriate scientific, specialized
          or foreign meanings,  and definitions  specifically provided elsewhere
          in the Agreement shall apply.

     B.   The  following  words,  names  and  titles  shall  have the  following
          meanings:

          (1)  "The  Board"  means the  Board of  Education  of the City  School
               District of the City of New York.

          (2)  "The City" means the City of New York.

          (3)  "Board of Review"  means the Board of Review  established  by the
               Board's bylaws.

          (4)  "Contract  Budget  Detail"  means the  document  attached  to and
               incorporated into the Agreement explaining and limiting how funds
               paid hereunder are to be expended by the Contractor.

          (5)  "The  Comptroller"  and "The  Commissioner  of Finance"  mean the
               Comptroller  and  the   Commissioner  of  Finance  of  the  City,
               respectively.

          (6)  "The Chancellor" means the Chancellor of the Board.

          (7)  "The Secretary" and "Assistant  Secretary" mean the Secretary and
               Assistant Secretary of the Board, respectively.

          (8)  "Approved," "Required," "Directed," "Specified,"  "Designated" or
               "Deemed  Necessary," unless otherwise  expressed,  mean approved,
               required, directed,  specified,  designated, or deemed necessary,
               as the case may be by the Chancellor or his designee.

          (9)  "Completion"  means  full  and  complete  compliance  with  every
               requirement  of the  Agreement by the  Contractor as certified by
               the Chancellor or his designee.


<PAGE>
                                       2

          (10) "Final  Payment"  means (i) the payment or refund by the Board or
               City of any  moneys  which  exhausts  the  amount  of money  made
               available  under the Agreement or (ii) any payment  marked "Final
               Payment."

2.   Captions
     --------

     The headings of this Agreement,  the paragraphs,  and  subparagraphs of the
     Agreement, and of any attachments,  are included solely for convenience and
     reference,  and  they  shall  not be  used  in any  way to  interpret  this
     Agreement.

3.   Conditions Precedent
     --------------------

     This Agreement shall not become  effective or binding upon the Board until:
     (1) it shall have been  Approved as to Legal  Sufficiency  by the Office of
     Legal Services of the Board;  (2) executed by the  Chancellor;  and (3) the
     Comptroller  shall  have  issued a  certificate  indicating  there  remains
     unexpended and unapplied a balance of the  appropriation or fund applicable
     hereto  sufficient to pay the estimated expense of performing the Agreement
     as certified by the Board. A Requirement  Agreement for an extended  period
     will  require  an  endorsement  upon  the  Agreement  from  time to time as
     services and/or items and materials are ordered,  of the sufficiency of the
     appropriation  applicable  towards  the payment  for said  services  and/or
     materials as and when ordered. (Rev. 5/96)

4.   Compliance with Laws
     --------------------

     In connection with the performance of this Agreement,  the Contractor shall
     comply with all applicable laws, rules and regulations.  The parties hereto
     agree that every  provision of law required to be inserted herein be deemed
     a part  hereof.  It is further  agreed  that if any such  provision  is not
     inserted or is incorrectly  inserted,  through  mistake or otherwise,  this
     Agreement shall be deemed amended so as to comply strictly with the Law.

5.   Unlawful Provisions Void
     ------------------------

     If this  Agreement  contains any unlawful  provisions or portions  thereof,
     they shall be deemed  deleted from the  Agreement  and the remainder of the
     Agreement  shall  remain in full force and effect.  If the deletion of such
     provision  frustrates the purpose of this Agreement,  either party may make
     application to the Board of Review for relief. (Rev. 1/83)

6.   Religious Activity Prohibited
     -----------------------------

     There shall be no religious worship, instruction,  proselytizing,  or other
     religious activity in connection with the performance of this Agreement.


<PAGE>
                                       3

7.   Political Activity Prohibited
     -----------------------------

     No Board property provided to the Contractor  hereunder for the purposes of
     this Agreement  shall be used for any political  activity or to further the
     election or defeat of any candidate for public  office.  As used herein the
     term "Board property" shall include, but not be limited to, supplies,  work
     sites, funds advanced and services.

8.   Publication and Publicity
     -------------------------

     The  Contractor or anyone  employed by the  Contractor  may not publish the
     results  of its  participation  or  findings  in the  performance  of  this
     Agreement  without  the prior  written  approval of the  Chancellor  or his
     designee.  All approved  publications shall acknowledge that the program is
     supported  by funds  from the  Board.  Five true  copies  of each  approved
     publication shall be furnished to the Board without charge. (8/29/88)

9.   Copyright
     ---------

     If the Contractor or anyone employed by the Contractor shall write,  record
     or  otherwise  produce  copyrightable  material  within  the  scope  or  in
     furtherance of this Agreement, the Board shall be considered the author for
     purposes of copyright,  renewal of copyright,  and termination of copyright
     and,  unless  expressly  waived  in a  written  instrument  signed  by  the
     Chancellor or his designee, the owner of all of the rights comprised in the
     copyright. (6/88)

10.  Patents
     -------

     Any invention or discovery  arising out of or developed in  furtherance  of
     this Agreement shall be promptly and fully reported to the Board. The Board
     shall  have the  exclusive  right to apply for  patent  protection  on such
     invention or discovery and to determine how the rights in said invention or
     discovery,  including  rights  under any patent  issued  thereon,  shall be
     disposed of and administered.

11.  Accounting for Property
     -----------------------

     If any property is acquired by the  Contractor  with funds  provided by the
     Board under this Agreement,  the property shall be deemed  purchased by the
     Board for the use of the Contractor  during the term of the Agreement shall
     be permanently  embossed "Property of New York City Board of Education" and
     shall be returned to the Board, at the Contractor's expense,  within thirty
     (30) days after the end of said term,  unless the  Contractor  is otherwise
     notified in writing by the Chancellor or his designee. (6/21/88)


<PAGE>
                                       4

12.  Non-Reimbursable Expenses
     -------------------------

     The following  items may not be claimed as a direct or indirect cost of the
     Services provided under this Agreement:

     a.   rental expense of apartments;
     b.   interest on loans;
     c.   penalties for delinquent filing of tax returns;
     d.   political or charitable contributions;
     e.   advertising and promotions;
     f.   legal expenses;
     g.   key-man life insurance premiums;
     h.   federal,  state and city income taxes, state and city franchise taxes,
          and any costs for the preparation of such tax returns;

     i.   expenses incurred in preparing for operations;

     j.   cost of employee meals and lodging  except when traveling  outside the
          City and pursuant to the Contract Budget Detail of this Agreement;

     k.   entertainment, gratuities, and any other items of a personal nature;

     l.   long distance  telephone calls unless directly related to the services
          provided under the terms of this Agreement;

     m.   any expense not ordinary,  necessary or reasonable in the  performance
          of the Agreement.

13.  Limitation on Overhead
     ----------------------

     Notwithstanding  any  provision  of this  Agreement  to the  contrary,  the
     Contractor  shall be reimbursed  for overhead  costs equal to the lesser of
     either (1) the  amount  specified  in the  Contract  Budget  Detail of this
     Agreement  or (2) the amount  calculated  by  multiplying  the total direct
     labor cost plus fringe  benefits  stated in the Contract  Budget  Detail of
     this Agreement by a fraction,  the numerator of which shall be the total of
     all the  Contractor's  overhead costs during the term of this Agreement for
     all  operations,  and the denominator of which shall be the total of all of
     the Contractor's direct labor costs plus fringe benefits during the Term of
     this Agreement for all operations.

14.  No Extra Compensation
     ---------------------

     The Contractor  shall not seek,  ask for,  demand,  sue for or recover,  as
     extra compensation or otherwise,  any sum for labor,  materials or Services
     other than the compensation agreed upon and fixed.

15.  Invoices and Payments
     ---------------------

     The Contractor  shall furnish proof of performance  with each invoice,  and
     shall  comply with all Board  requirements  concerning  the manner in which
     invoices  are to be  submitted.  The  Contractor  shall not be  entitled to
     demand or receive full or partial payment,  until each and every one of the

<PAGE>
                                       5

     provisions of this  Agreement is complied  with,  and the Chancellor or his
     designee  shall have given written  certification  to that effect.  Nothing
     contained  herein shall be construed to affect the right hereby reserved by
     the Board to reject  the whole or any  portion of the  performance,  should
     said  certification  be inconsistent  with the terms of this Agreement,  or
     otherwise erroneously given.

16.  Cancellation of Grant Funding
     -----------------------------

     If the goods or Services to be  provided  hereunder  are to be paid for, in
     whole or in part,  by means of grant  funding  received  by the Board  from
     federal,  state,  city  or  private  sources,  the  obligation  to pay  the
     Contractor shall be subject to the continuing availability of said funding.
     The Board shall notify the  Contractor  within five (5) business  days from
     the date the Board  receives  written notice of the  cancellation  of grant
     funding,  in whole or in part,  whereupon the  Contractor may cease further
     performance of this Agreement to the extent said  performance  would not be
     supported by grant funding.  However, the Board may, at its option, require
     completion of performance  of this Agreement by the Contractor  upon giving
     written assurance, signed by the Chancellor or his designee, within fifteen
     (15) business days of the date the Board  receives  written  notice of such
     cancellation,  that the completed  performance of this  Agreement  shall be
     supported by other available funds.

17.  No Estoppel
     -----------

     The Board, City, and their respective  departments,  divisions and offices,
     shall not be precluded or estopped by a statement or document  issued by or
     on  behalf  of the Board or the City,  from  indicating  the true  value of
     Services performed and supplies furnished by the Contractor or by any other
     person  pursuant to or as a result of this  Agreement,  or from  indicating
     that  any  such  return  or  certificate  is  untrue  or  incorrect  in any
     particular,  or that the Services  performed and supplies  furnished or any
     part thereof do not in fact  conform to the  provisions  of the  Agreement.
     Notwithstanding  any such  statement or document,  or payment in accordance
     therewith,  the Board and the City shall not be precluded or estopped  from
     demanding  and  recovering  from  the  Contractor  such  damages  as may be
     sustained  by  reason  of the  Contractor's  failure  to  comply  with  the
     provisions of this Agreement.

18.  Acceptance of Final Payment
     ---------------------------

     Receipt and negotiation by the Contractor,  or by any person claiming under
     this Agreement,  of the Final Payment  hereunder,  notwithstanding  whether
     such payment be made pursuant to any judgment or order of any court,  shall
     constitute  a general  release  of the Board  from any and all  claims  and
     liability for anything done, furnished or relating to the labor, materials,
     or services provided, or for any act of omission or commission of the Board

<PAGE>
                                       6

     or its agents and  employees.  Said release shall be effective  against the
     Contractor  and  the  Contractor's   representatives,   heirs,   executors,
     administrators, successors, and assigns.

19.  Claims - Limitation of Action
     -----------------------------

     No action at law or  equity  shall be  maintained  by the  Contractor,  its
     successors or assigns, against the Board on any claim based upon or arising
     out of this  Agreement,  or out of anything  done in  connection  with this
     Agreement,  unless such  action  shall be  commenced  within six (6) months
     after the date of filing of the  voucher  for final  payment  hereunder  or
     within  six (6) months of the  required  completion  date for the  services
     performed hereunder, whichever is sooner. None of the provisions of Article
     2 of the Civil Practice Law and Rules shall apply to any action against the
     Board arising out of this Agreement.

20.  Notices
     -------

     The  Contractor's  address  stated  on page 1 of this  Agreement  is hereby
     designated as the place where all notices,  letters or other communications
     directed  to the  Contractor  shall be  served,  mailed or  delivered.  Any
     notice,  letter  or other  communication  directed  to the  Contractor  and
     delivered to such address,  or sealed in a post-paid  wrapper and deposited
     in any post office box  regularly  maintained  by the United  States Postal
     Service,  shall be deemed  sufficient  service thereof upon the Contractor.
     Said  address  may be  changed  at any time by an  instrument  in  writing,
     executed  and   acknowledged   by  the  Contractor  and  delivered  to  the
     Chancellor's designee. Nothing herein contained shall be deemed to preclude
     or render  inoperative  personal  delivery of any  notice,  letter or other
     communication,  written or oral,  to the  Contractor.  Whenever it shall be
     necessary  or required to prove the  delivery of any notice,  an  affidavit
     describing such delivery shall be conclusive evidence of such delivery.

21.  Amendments and Waivers
     ----------------------

     A.   This  Agreement  may be amended by a written  instrument  signed by an
          authorized  officer for the  Contractor,  and by the Chancellor or his
          designee. No amendment materially affecting the substance hereof shall
          be effective  unless approved by a Resolution of the Board, and a copy
          of said  resolution  is attached  to the  amendment  and  incorporated
          therein.

     B.   No  waiver  by the  Board of any  term or  condition  hereof  shall be
          effective  unless  in  writing  and  signed by the  Chancellor  or his
          designee.  Any waiver shall be specifically  limited to its terms, and
          shall not be deemed applicable to subsequent like circumstances.

     C.   Any purported oral amendment or waiver shall be void.



<PAGE>
                                       7


22.  Suspension of Deliveries
     ------------------------

     The  Chancellor  or his  designee,  may  postpone,  delay,  or suspend  the
     delivery of the goods or Services, or any part thereof,  without additional
     compensation to the Contractor. In such event, (A) the time established for
     performance by the Contractor of any duty during the Term of this Agreement
     may, at the  Contractor's  option,  be extended  for the number of days the
     Contractor was delayed by said suspension,  postponement, or delay provided
     the Term is not thereby extended; however, (B) the Term may, at the Board's
     option,  be extended for the number of days the  Contractor  was delayed by
     said suspension, postponement, or delay.

23.  Cancellation
     ------------

     A.   If the  Contractor  violates  any  provision  of this  Agreement,  the
          Chancellor or his designee may pursue any legal or equitable  remedies
          available to the Board.  In addition,  the  Chancellor or his designee
          may seek to have the  Contractor  declared  in default by the Board of
          Review pursuant to Article 8 of the Bylaws of the Board of Education.
          In the event that the Board of Review shall  determine the  Contractor
          to be in  default,  the  Board may  cancel  this  Agreement  and shall
          thereafter be relieved of all liability  hereunder.  Upon a finding of
          default in  violation  of this  contract  by the Board of  Education's
          Board of Review,  the Contractor  shall be deemed not  responsible and
          disqualified  from bidding for a period of four years,  unless in such
          finding  of  default,  a  lesser  penalty  is  imposed  by  reason  of
          mitigating circumstances.

     B.   In the event of breach of this Agreement by the Contractor,  the Board
          shall have the right to cancel and terminate said  Agreement,  and the
          Contractor  shall be liable to the  Board for any  additional  cost of
          completion  of  the  within  services,  the  Board's  other  costs  in
          connection  with the  termination,  reletting  and  completion  of the
          services.  All such costs, along with any liquidated damages for delay
          provided  herein,  may be assessed by the Board against the Contractor
          and  deducted by the Board from  payment to be made to the  Contractor
          under this or any other  Agreement at any time between the  Contractor
          and the Board or City.  In the event that said  costs  exceed all sums
          owed at the termination  date of this Agreement,  the Contractor shall
          pay the amount of such  excess to the Board upon notice from the Board
          of said  amount,  and in the  event  that said  costs  and  liquidated
          damages are less than the sum payable under this  Agreement as if same
          had been completed by the Contractor, the Contractor shall forfeit all
          claims to the  difference  to the Board.  If the Board  undertakes  to
          secure the  services  or any part  thereof  under this  section of the
          Agreement,   the   certificate  of  the  Chancellor  or  his  designee
          indicating the amount of services  secured,  the cost and excess cost,
          if any, of  completing  this  Agreement,  and the amount of liquidated
          damages   hereunder,   shall  be  conclusive   and  binding  upon  the
          Contractor, its assigns and all other claimants.


<PAGE>
                                       8

24.  Board Determination
     -------------------

     The  Chancellor  or  his  designee   shall  in  all  cases   determine  the
     acceptability  of the labor,  materials,  or Services  which are  delivered
     pursuant to this  Agreement,  including  but not limited to their  quality,
     delivery, and condition, and shall in all cases decide every question which
     may arise relative to the performance of this Agreement. The Contractor may
     not rely  upon,  and the Board  shall not be bound  by,  any  explanations,
     determinations  or other  statements  by or from the Board which are not in
     writing and signed by the Chancellor or his designee.

25.  Investigations
     --------------

     25.1 The  Contractor  agrees to  cooperate  fully and  faithfully  with any
          investigation,  audit  or  inquiry  conducted  by a State  of New York
          (State) or City of New York (City)  governmental  agency or  authority
          that is empowered  directly or by designation to compel the attendance
          of witnesses and to examine  witnesses under oath, or conducted by the
          governmental  agency that is a party in  interest to the  transaction,
          submitted bid, submitted proposal, contract, lease, permit, or license
          that is the subject of the investigation, audit or inquiry.

     25.2(a)  If any person who has been advised that his or her statement,  and
          any information  from such statement,  will not be used against him or
          her in any subsequent  criminal proceeding refuses to testify before a
          grand jury or governmental  agency or authority  empowered directly or
          by  designation  to compel the  attendance of witnesses and to examine
          witnesses  under oath  concerning the award of, or performance  under,
          any  transaction,  agreement,  lease,  permit,  contract,  or  license
          entered into with the City, the State, or any political subdivision or
          public  authority  thereof,  or the Port Authority of New York and New
          Jersey, or any local development  corporation  within the City, or any
          public benefit  corporation  organized  under the laws of the State of
          New York; or,

     25.2(b)   If  any  person  refuses  to  testify for a reason other than the
          assertion of his or her  privilege  against  self-incrimination  in an
          investigation,   audit  or  inquiry  conducted  by  a  City  or  State
          governmental  agency or authority empowered directly or by designation
          to compel the  attendance  of witnesses  and to take  testimony  under
          oath,  or by the  governmental  agency that is a party in interest in,
          and is  seeking  testimony  concerning  the award  of, or  performance
          under, any transaction, agreement, lease, permit, contract, or license
          entered into with the City,  the State,  or any political  subdivision
          thereof or any local development corporation within the City, then:

     25.3(a)   The  commissioner  or  agency  head  whose  agency  is a party in
          interest  to  the  transaction,  submitted  bid,  submitted  proposal,
          contract,  lease,  permit, or license may convene a hearing,  upon not
          less than (5) days written notice to the parties involved to determine
          if any penalties should attach for the failure of a person to testify.


<PAGE>
                                       9

     25.3(b)   If  any  non-governmental  party  to  the  hearing  requests   an
          adjournment,  the commissioner or agency head who convened the hearing
          may,  upon  granting the  adjournment,  suspend any  contract,  lease,
          permit,  or  license  pending  the  final  determination  pursuant  to
          paragraph 25.5 below without the City and Board  incurring any penalty
          or damages for delay or otherwise.

     25.4 The  penalties  which may attach  after a final  determination  by the
          commissioner or agency head may include but shall not exceed:

          (a)  The  disqualification  for a period not to exceed  five (5) years
               from the date of an adverse  determination for any person, or any
               entity  of  which  such  person  was a  member  at the  time  the
               testimony was sought,  from  submitting  bids for, or transacting
               business with, or entering into or obtaining any contract, lease,
               permit or license with or from the City and Board; and/or

          (b)  The cancellation or termination of any and all such existing City
               and Board contracts, leases, permits or licenses that the refusal
               to testify  concerns and that have not been assigned as permitted
               under this  agreement,  nor the proceeds of which pledged,  to an
               unaffiliated  and unrelated  institutional  lender for fair value
               prior to the  issuance  of the  notice  scheduling  the  hearing,
               without  the City and Board  incurring  any penalty or damages on
               account of such cancellation or termination;  monies lawfully due
               for goods delivered, work done, rentals, or fees accrued prior to
               the cancellation or termination shall be paid by the Board.

     25.5 The Commissioner or agency head shall consider and address in reaching
          his or her determination  and in assessing an appropriate  penalty the
          factors in paragraphs (a) and (b) below.  He or she may also consider,
          if relevant and  appropriate,  the criteria  established in paragraphs
          (c) and (d) below in  addition to any other  information  which may be
          relevant and appropriate:

          (a)  The party's  good faith  endeavors  or lack  thereof to cooperate
               fully  and  faithfully  with any  governmental  investigation  or
               audit, including  but not limited to, the discipline,  discharge,
               or  disassociation   of  any  person  failing  to  testify,   the
               production  of accurate and complete  books and records,  and the
               forthcoming testimony of all other members,  agents, assignees or
               fiduciaries whose testimony is sought.

          (b)  The  relationship  of the  person  who  refused to testify to any
               entity that is a party to the hearing, including, but not limited
               to, whether the person whose testimony is sought has an ownership
               interest  in the  entity  and/or  the  degree  of  authority  and
               responsibility the person has within the entity.

          (c)  The nexus of the testimony  sought to the subject  entity and its
               contracts,  leases,  permits  or  licenses  with the City and the
               Board.
<PAGE>
                                       10


          (d)  The effect a penalty may have on an  unaffiliated  and  unrelated
               party or  entity  that has a  significant  interest  in an entity
               subject to penalties under 25.4 above, provided that the party or
               entity has given actual notice to the commissioner or agency head
               upon the  acquisition  of the interest,  or at the hearing called
               for in 25.3(a)  above gives notice and proves that such  interest
               was previously acquired.  Under either circumstances the party or
               entity must  present  evidence at the hearing  demonstrating  the
               potential  adverse  impact a penalty  will have on such person or
               entity.

     25.6 (a)  The term "license" or "permit" as used herein shall be defined as
               a license,  permit,  franchise  or  concession  not  granted as a
               matter of right.

          (b)  The term  "person" as used herein shall be defined as any natural
               person doing business alone or associated  with another person or
               entity as a partner, director, officer, principal or employee.

          (c)  The term  "entity" as used  herein  shall be defined as any firm,
               partnership,  corporation,  association,  or person that receives
               monies, licenses,  leases, or permits from or through the City or
               Board or otherwise transacts business with the City or Board.

          (d)  The term  "member" as used herein  shall be defined as any person
               associated with another person or entity as a partner,  director,
               officer, principal or employee.

     25.7 In  addition  to and  notwithstanding  any  other  provisions  of this
          agreement,  the  commissioner  or  agency  head may in his or her sole
          discretion  terminate this agreement upon not less than three (3) days
          written notice in the event the Contractor fails to promptly report in
          writing to the  Commissioner of  Investigation of the City of New York
          any solicitation of money,  goods,  requests for future  employment or
          other  benefit or thing of value,  by or on behalf of any  employee of
          the City or Board,  or other person,  firm,  corporation or entity for
          any purpose  which may be related to the  procurement  or obtaining of
          this Agreement by the Contractor or affecting the  performance of this
          agreement.

26.  Reports, Inspection and Records
     -------------------------------

     A.   The  Contractor  shall  promptly  provide all reports  required by the
          Board, including without limitation,  financial, program, statistical,
          analytical,  narrative and progress reports. Unless otherwise provided
          herein,  the  final  payment  hereunder  shall  not be made  until all
          reports have been submitted and approved by the Board.

     B.   The  Contractor  shall,  until six (6) years after  completion  of its
          services  hereunder  or six years  after date of  termination  of this
          Agreement,  whichever  is later,  maintain  and  retain  complete  and
          correct books and records  relating to all aspects of the Contractor's

<PAGE>
                                       11


          obligations hereunder. Records must be maintained separately, so as to
          identify   clearly  the  hours  charged  to  this   Agreement  and  be
          distinguishable  from all other hours charged which are not related to
          this Agreement.

     C.   The Contractor  shall make its staff,  and premises,  books,  records,
          operations,  and Services provided under this Agreement,  and those of
          its subcontractors,  available to the Board and to any person,  agency
          or entity  designated by the Board,  at any time, for program,  audit,
          fiscal  audit,  inspection,   observation,  sampling,  visitation  and
          evaluation,  and shall render all assistance and  cooperation for said
          purposes.   The  Contractor  agrees  to  attend,   upon  demand,   any
          investigation  conducted by the Board to produce any records and other
          documents  required by the Board at that  investigation,  to cooperate
          with  the  Board,  and to give  sworn  testimony  pertaining  to those
          documents or the subject of the investigation;  provided only that the
          investigation,  testimony, records and documents relate to the subject
          of the  Contractor's  relationship  with the Board of Education.  If a
          corporation,  partnership or government  agency, the Contractor agrees
          to require its  officers,  employees  and  partners to comply with the
          foregoing.

     D.   In its  record  keeping  the  Contractor  shall also  comply  with all
          federal,  state  and local  laws and  regulations  pertaining  to such
          records,  including,   without  limitation,  the  regulations  of  the
          Comptroller, and shall require its subcontractors to do likewise.

     E.   In the event that any federal,  state or local government  agency,  or
          other  public  or  private  agency  conducts  an  audit  of any of the
          Contractor's  operations which pertains  directly or indirectly to the
          goods and services  provided  pursuant to this Agreement,  within five
          (5)  working  days after  receipt by the  Contractor  of notice of the
          commencement  of such audit the  Contractor  shall give notice of such
          commencement  to the Board;  and within  five (5)  working  days after
          receipt by the Contractor of a copy of any resulting  interim or final
          audit  report,  the  Contractor  shall  supply one copy thereof to the
          Board. (6/24/88)

27.  Non-Assignment of Contract
     --------------------------

     The  Contractor   shall  give  its  personal   attention  to  the  faithful
     performance of this  Agreement.  The Contractor  covenants that it will not
     assign, transfer,  convey, sublet or otherwise dispose of this Agreement or
     its  right,  title  or  interest  therein  or its  power  to  execute  such
     Agreement,  to any other person or corporation without the previous written
     consent of the  Chancellor  or his designee.  If the  Contractor in any way
     violates  the terms of this  provision,  the Board  shall have the right to
     cancel and  terminate  this  Agreement,  and the Board shall  thereupon  be
     relieved from all liability  hereunder.  Nothing  contained herein shall be
     construed to affect an assignment by the  Contractor for the benefit of its
     creditors  made pursuant to the statutes of the State of New York. No right

<PAGE>
                                       12


     under this  Agreement,  or to any  monies  due or to become due  hereunder,
     shall be  asserted  against  the  Board or the City in law or in  equity by
     reason of a purported assignment of this Agreement, or any part thereof, or
     of  any  monies  due or to  become  due  hereunder,  unless  authorized  as
     aforesaid.

28.  Contractor's Staff
     ------------------

     The Contractor  shall employ or contract for the services of only competent
     workmen,  consultants,  independent contractors and other employees as are,
     or  reasonably  may be,  necessary  for  the  performance  of the  Services
     hereunder.

     The  Contractor  warrants  that it  shall  be  solely  responsible  for its
     employees' work, direction, safety and compensation. (6/84)

     The Contractor agrees to replace  immediately any employee,  and not engage
     such employee in the  performance of this  Agreement,  if the Contractor is
     notified  in writing  that,  in the  opinion of either  the  Chancellor,  a
     Community Superintendent,  or their designees, such employee is incompetent
     or otherwise impedes the performance of the services hereunder.

29.  Confidentiality of Records
     --------------------------

     All personally  identifiable  student and staff information  obtained by or
     furnished  to the  Contractor  by the Board,  and all  reports  and studies
     containing such information prepared or assembled by the Contractor, are to
     be kept strictly  confidential  by the Contractor and shall not be provided
     or disclosed to any third party without the express  written  permission of
     the Chancellor or his designee.  The Contractor  shall limit access to such
     material  in its  control  to those of its  employees  performing  services
     pursuant to this Agreement strictly on a need to know basis. The Contractor
     shall  restrict its use of the  information to its  performance  under this
     Agreement  and  shall  return  all  such  material  to the  Board  upon the
     completion of the services herein.

30.  Testimony
     ---------

     If the project  which is the subject  matter of this  Agreement at any time
     becomes  involved  in a  proceeding,  to which  the  Board or the City is a
     party, before any court, board,  tribunal,  panel,  arbitrator,  referee or
     agency,  the Contractor shall provide such  knowledgeable  witnesses as the
     Board shall require,  free of additional  compensation of any kind. Nothing
     herein shall require the Contractor to provide  testimony in any proceeding
     in which it is a party with interests opposed to those of the Board.

31.  No Personal Liability
     ---------------------

     Neither  the  members  of the Board  nor the  Chancellor  nor any  officer,
     employee,  agent or  representative  of the  Board or of the City  shall be
     personally  liable,  based  upon  any  theory  of  law  or  equity,  to the
     Contractor or to any party claiming on behalf of or through the Contractor,

<PAGE>
                                       13

     under this Agreement,  or by reason of any individual's  actions or failure
     to act in any way connected with this Agreement,  whether or not the action
     shall have been within or without an individual's  scope of authority.  The
     scope of this provision  includes  personal injury to any personal interest
     (commercial or otherwise),  physical  injury  (including  death),  property
     damages,  and any pecuniary  damages where such injuries or damages  result
     from or arise out of negligence.  The Contractor further waives any and all
     rights to make a claim or commence an action or special proceeding,  in law
     or  equity,  against  any  of  the  aforementioned  individuals,   and  the
     Contractor  hereby assigns its complete right,  title,  and interest in any
     such claim, action, or special proceeding to the Board. (Rev. 2/83)

32.  Indemnification
      ---------------

     The Contractor  shall  protect,  indemnify and hold harmless the Board from
     any and all claims,  suits,  actions,  costs and damages to which the Board
     may be  subjected  by reason of injury to person or  property,  or wrongful
     death,  as may result of any act,  omission,  carelessness,  malpractice or
     incompetence  of the  Contractor,  or anyone  employed  or  engaged  by the
     Contractor, in connection with the performance of this Agreement.

33.  Conflicts of Interest
     ---------------------

     A.   No  non-governmental  Contractor may have on its remunerative Board of
          Directors  (or  comparable  body),  employ or have under  contract for
          services (1) any present  full-time officer or employee of the City of
          New  York or the  Board  of  Education  or any  part-time  officer  or
          employee  of the  Board,  or (2)  any  present  full-time  officer  or
          employee of the City  (including the Board of Education) on leave from
          the City or the Board or any  part-time  officer  or  employee  of the
          Board  currently  on leave from the Board.  The  Conflicts of Interest
          Board may grant waivers of this  provision,  if an employee or officer
          is not  involved  in the  Contractor's  business  with the City or the
          Board.  Said waivers are  discretionary  and must be approved prior to
          the  commencement  of  services  by  that  individual.  The  Board  of
          Education's Ethics officer must be contacted if an officer or employee
          wishes to request a waiver.

     B.   No Board of  Education  officer  or  employee  may  serve as an unpaid
          member  of  a  Board  of   Directors   (or   comparable   body)  of  a
          non-governmental  not-for-profit  Contractor without the permission of
          the President of the Board of Education or the  Chancellor.  To obtain
          this  permission,  the officer or employee  must  contact the Board of
          Education's  Ethics Officer.  All other City officers or employees may
          serve as unpaid members of Boards of Directors (or comparable body) of
          a  non-governmental  not-for-profit  Contractor,  if  the  officer  or
          employee has no involvement  with the  Contractor's  business with the
          City or the Board.


<PAGE>
                                       14


     C.   No officer or  employee of the Board of  Education,  or the officer or
          employee's  spouse/domestic  partner or  unemancipated  child(ren) can
          have an ownership  interest in the contractor,  defined as an interest
          which  exceeds five percent of the firm or an investment of $25,000 in
          cash or other form of  commitment,  whichever is less,  and any lesser
          interest  when the  officer  or  employee  or spouse or  unemancipated
          child(ren)  exercises  managerial control or responsibility  regarding
          any such firm.

     D.   No former officer or employee of the Board may appear before the Board
          on  behalf of a  non-governmental  Contractor  within  one year of the
          former officer or employee's termination of service with the Board. An
          appearance  before  the Board  includes  all  communications  with the
          Board.  However, a former employee of the Board is not prohibited from
          serving on a  non-governmental  Contractor's  Board of  Directors  (or
          comparable  body), or from employment or contracting for services with
          the  Contractor,  provided  that the former  employee  does not appear
          before the Board  within one year of the  termination  of service with
          the Board.

     E.   No former  officer or employee of the City  (including  the Board) may
          have any involvement on behalf of a  non-governmental  Contractor with
          any aspect of a contract,  including services under that contract,  if
          that  former  officer  or  employee  was  involved  substantially  and
          personally  with any aspect of that  contract  while  employed  by the
          City.  Any former City employee whose duties for the City or the Board
          involved a  contract  shall  contact  the New York City  Conflicts  of
          Interest Board for  clarification  before having any involvement  with
          the contract on behalf of a  non-governmental  Contractor or any other
          private interest.

     F.   The  Contractor  warrants  that,  other than a bona fide  employee  or
          contractor  regularly  working  as  a  sales  representative  for  the
          Contractor,  no person,  selling agency, or other entity has solicited
          or secured this Agreement,  or has been employed or retained to do so,
          for a commission, percentage, brokerage fee or contingent fee.

     G.   The  Contractor  shall not give, and warrants that it has not given or
          promised  to give,  any gift or thing of value to a  community  school
          board  member,  school  leadership  team  member  or to  any  officer,
          employee or other person whose salary is payable in whole or part from
          Board or City funds, or other funds under this  Agreement.  The phrase
          "gift or thing of value" shall  include,  without  limitation,   money
          tangible goods, services, loans, promises or negotiable instruments.

     H.   If the Contractor violates any provision of this paragraph,  the Board
          may, at its option:  (1) cancel and  terminate  this  Agreement and be
          relieved of all  liability  hereunder;  (2) deduct all amounts paid by
          the  Contractor or other value given by the Contractor in violation of
          this  paragraph  from  payments  made or to be made to the  Contractor
          under this or any other  Agreement at any time;


<PAGE>
                                       15


     I.   (3)  require  the  refund  of  any  funds  paid  hereunder;   (4)  any
          combination of the foregoing;  or (5) any other action the Board deems
          necessary  and  appropriate  as  permitted  by law.  Any breach of the
          warranties or violation of the provisions of this  paragraph  shall be
          grounds to find the  Contractor or its principals as not a responsible
          bidder on other Board or City contracts.

     I.   Provider  shall  adhere to the Central  Board of  Education  policy on
          Conflicts of Interest,  the  Chancellor's  Regulations on Conflicts of
          Interest C-110, and the New York City Charter  provisions on Conflicts
          of Interest  which are hereby  incorporated  by  reference as if fully
          attached hereto.

     J.   Provider shall upon the request of the Board,  complete a Conflicts of
          Interest Statement and Disclosure Statement. (Rev. 5/13/99)

34.  Antitrust
     ---------

     The Contractor assigns to the Board its right, title and interest in and to
     any claim or cause of action  arising under the antitrust  laws of New York
     State or the United States  relating to the goods or Services  purchased or
     procured by the Board pursuant to this Agreement.

35.  Merger and Choice of Law
     ------------------------

     This written Agreement constitutes the entire agreement of the parties, and
     no other prior or contemporaneous  agreement, oral or otherwise,  regarding
     the subject matter of this  Agreement  shall be deemed to exist or bind any
     of the parties hereto, or to vary any of the terms contained  herein.  This
     Agreement  shall be governed and construed in  accordance  with the laws of
     the State of New York without regard to its conflict of law rules.

36.  Participation in an International Boycott
     -----------------------------------------

     A.   The  Contractor  agrees  that  neither it nor any  substantially-owned
          affiliated  company  is  participating  or  shall  participate  in  an
          international  boycott in  violation of the  provisions  of the Export
          Administration  Act of 1979,  as amended,  or the  regulations  of the
          United States Department of Commerce promulgated thereunder.

     B.   Upon the final  determination by the Commerce  Department or any other
          agency   of   the   United   States   that   the   Contractor   or   a
          substantially-owned  affiliated company thereof,  participated,  or is
          participating,  in  an  international  boycott  in  violation  of  the
          provisions of the Export  Administration  Act of 1979, as amended,  or
          the regulations promulgated thereunder, the Chancellor or his designee
          may, at his option, render forfeit and void this contract. (1/12/89)


<PAGE>
                                       16


37.  No Discrimination
     -----------------

     A.   The Contractor will strictly comply with all applicable Federal, State
          and local laws  pertaining  to the  subject of  discrimination  on any
          ground, as they may now read or as they may hereafter be amended.

     B.   The Contractor is, and will remain, an Equal Opportunity  Employer. In
          addition  to  the  other   requirements  of  this  paragraph  37,  the
          Contractor shall provide equal opportunity for all qualified  persons,
          and shall not  discriminate  in  employment  because  of race,  creed,
          gender, color, age, sexual orientation,  national origin, handicapping
          condition,  marital  status,  or religion  and shall  promote the full
          realization of equal opportunity. (Rev. 9/20/88)

     C.   Pursuant  to the  provisions  of the New York  State  Labor  Law,  the
          Contractor agrees, in its operations performed within the State of New
          York:

          (1)  That in the hiring of employees for the performance of work under
               this  contract  or  any   subcontract   hereunder,   neither  the
               contractor,  subcontractor,  nor any  person  acting on behalf of
               such contractor or subcontractor, shall by reason of race, creed,
               color, sex or national origin discriminate against any citizen of
               the State of New York who is qualified  and  available to perform
               the work to which the employment relates;

          (2)  That no contractor,  subcontractor,  nor any person on his behalf
               shall,  in any manner,  discriminate  against or  intimidate  any
               employee hired for the performance of work under this contract on
               account of race, creed, color, sex or national origin;

          (3)  That  there  may be  deducted  from  the  amount  payable  to the
               contractor  by the state or  municipality  under this  contract a
               penalty of five  dollars  for each person for each  calendar  day
               during which such person was discriminated against or intimidated
               by the contractor or subcontractor, or anyone acting on behalf of
               the contractor in violation of the provisions of the contract;

          (4)  That this contract may be cancelled or terminated by the state or
               municipality,  and all moneys due or to become due  hereunder may
               be  forfeited,  for a second or any  subsequent  violation of the
               terms or conditions of this section of the contract;

          (5)  The aforesaid  provisions of this section covering every contract
               for  or  on  behalf  of  the  state  or a  municipality  for  the
               manufacture,  sale or  distribution  of  materials,  equipment or
               supplies  shall be limited  to  operations  performed  within the
               territorial limits of the State of New York; and


<PAGE>
                                       17


          (6)  That the Board is, for purposes of this subparagraph C., a "state
               or municipality." (Rev. 11/25/96)

38.  Equal Employment Opportunity Requirements for Professional Contractors
     ----------------------------------------------------------------------

     A.   Definition  of  Terms  for   the   Implementation  of   a  Program  of
          Affirmative Action.

          The  following  terms,  when used in this  paragraph,  shall  have the
          meanings given for them.

          (1)  "Employee": Any person employed full or part-time in any capacity
               ----------
               by the Contractor or sub-contractor.

          (2)  "Minority  Groups  and  Affected  Classes":   Blacks,   Hispanics
               ------------------------------------------
               (Non-European),  Asian Americans,  American Indians,  females and
               individuals with handicapping conditions.

          (3)  "Program of Affirmative Action": A detailed,  result-oriented set
               -------------------------------
               of written procedures submitted by a Contractor or sub-contractor
               which  when   implemented   with  conscious   effort  results  in
               compliance with the Equal Opportunity Policy herein, through full
               utilization  and  equal   treatment  of  minorities,   women  and
               individuals with handicapping conditions at all levels and in all
               segments of the Contractor's or  sub-contractor's  work force. An
               effective  Program of Affirmative  Action  shall include  but not
               necessarily be limited to, the following elements: (Rev. 9/20/88)

              (a)   Development  or   reaffirmation   of  the   Contractor's  or
                    sub-contractor's Equal Opportunity Policy;

              (b)   Dissemination of the Policy;

              (c)   Responsibility for implementation;

              (d)   A survey and analysis of employment at all levels and in all
                    categories    and   aspects   of   the    Contractor's    or
                    sub-contractor's  work  force,  which  determines  if and at
                    which   levels,   categories,   and  aspects   there  is  an
                    underutilization of minority and female employees;

              (e)   An analysis of employment policies and practices,  including
                    but not limited to seniority systems, recruitment, training,
                    promotion, insurance and job benefits and their effects upon
                    minorities,   women  and   individuals   with   handicapping
                    conditions;


<PAGE>
                                       18


              (f)   Corrective  actions  taken,  or  to  be  taken,  toward  the
                    elimination  of any employment  policy or practice  having a
                    discriminatory  effect on minority  group members and women;
                    and

              (g)   Description  of  the  Contractor's  efforts  to  engage,  as
                    sub-contractors, bona fide minority business enterprises and
                    female enterprises.

          (4)  "Goals and Timetables": Projected levels of achievement resulting
               ----------------------
               from an  analysis  by the  Contractor  or  sub-contractor  of its
               deficiencies,  and of what it can  reasonably  do to remedy  them
               within a specified time period.

          (5)  "Underutilization":    Having   fewer   minorities,   women   and
               ------------------
               individuals  with  handicapping  conditions  in a particular  job
               classification   than  would  reasonably  be  expected  by  their
               availability in the appropriate labor force.

          (6)  "The Office":  The Office of Equal Opportunity of the Board.
               ------------

B.   Required Program of Affirmative Action
     --------------------------------------

     (1)  The Contractor is required to identify and eliminate  overt and covert
          discriminatory  practices  and  implement  the Program of  Affirmative
          Action.  Upon demand of the Office the Contractor  shall submit to the
          Office a detailed written Program of Affirmative  Action  (hereinafter
          referred  to as a  "P.A.A.").  In the event the  Contractor  submits a
          P.A.A.  not  acceptable  to the Office,  the Office  will  require the
          correction or revision of the P.A.A. to its satisfaction.

     (2)  In the event the Contractor fails to submit such an acceptable  P.A.A.
          within  the  time  specified  in the  demand,  the  Contractor  may be
          declared  in  default.  The  Director  shall be the sole  judge of the
          P.A.A.'s acceptability. The P.A.A. shall:

          (a)  Apply to all Board of Education  professional  services contracts
               with the Contractor;

          (b)  Encompass  all  phases  of  the  employment  process,   including
               evaluation  of job  classification  to  ensure  job  relatedness,
               recruitment,  selection,  validity  of  examinations,  retention,
               layoffs, seniority, assignments,  training, promotion, salary and
               benefits;


<PAGE>
                                       19


          (c)  Fulfill the following requirements:

               (i)  Include measurable goals, reasonable timetables and specific
                    programs to be implemented by the contractor to identify and
                    eliminate  deficiencies in employment practices with respect
                    to the  underutilization  of members of minority  groups and
                    members of affected classes;

               (ii) Include a statement of the present  utilization  of minority
                    group members and women in the Contractor's work force and a
                    projection of the minority  utilization in the  Contractor's
                    work force for the life of the  Contract  and for at least a
                    one-year period  succeeding its  completion.  This statement
                    and projection shall include present and projected (1) rates
                    of hiring and promotion of minority  group members and women
                    in  specific  job  categories  at each wage rate within each
                    level of employment  and  according to major  organizational
                    unit,  and (2)  percentages  of  minority  group  and  women
                    utilization  in specific  job  categories  at each wage rate
                    within  each level of  employment,  and  according  to major
                    organizational work force;

               (iii)Include all of the Contractor's  facilities  within New York
                    City as well as those  facilities  located  elsewhere within
                    the continental limits of the United States;

               (iv) Specify the  union(s)  or other  employee  organizations  to
                    which the Contractor's  employees belong,  and shall include
                    commitments   to  good  faith   efforts   to  effect   Equal
                    Opportunity  changes directly or indirectly,  in programs by
                    such unions or organizations to recruit,  train,  qualify or
                    otherwise  select  members,   if  such  changes  are  deemed
                    necessary.  The  P.A.A.  shall  also  include  a copy of any
                    agreement  with  an  employee   association   which  affects
                    employment policies and practices;

               (v)  Be  submitted  in such format as shall be  specified  by the
                    Director of the Office;

               (vi) Include a  commitment  to submit to the  Director a separate
                    P.A.A.,   of  the   form  (i)  to  (v)   hereof,   for  each
                    subcontractor  prior to approval of the subcontractor by the
                    Board of Education;


<PAGE>
                                       20


               (vii)  Include a  written  evidence  or proof  which  shows  that
                      minority  entrepreneurs  have been  solicited and given an
                      equal  opportunity  to  submit  proposals  and  that  such
                      proposals have been given equal consideration for award;

               (viii) Contain  commitments as to goals for minority and affected
                      classes   employment  and  adoption  of  equal  employment
                      practices not less strict than the  commitments  contained
                      in the Contractor's most recent P.A.A.  which was approved
                      by the Office.

C.   Compliance Inspection Report
     ----------------------------

     Upon demand of the Office the Contractor shall,  within the specified time,
     submit  to  the  Office  a  Compliance  Inspection  Report.  The  completed
     Compliance  Inspection  Report must be  returned to the Office  within such
     time as is specified in the requisition for  information  accompanying  the
     report form.

D.   Conferences
     -----------

     The  Contractor  shall attend such  conferences as shall be required by the
     Office for the purpose of acquainting it with the statutory and contractual
     requirements  and what  specific  measures  shall  constitute an acceptable
     P.A.A.

E.   Implementation of P.A.A.
     ------------------------

     During  the  Term  of  the  Contract,  the  Contractor  shall  successfully
     implement the P.A.A. approved by the Office.

F.   Board of Review
     ---------------

     If, in the opinion of the Office the  Contractor  has  breached  any of the
     requirements  of  paragraphs  36 or 37  hereof  it may  seek  to  have  the
     Contractor declared in default by the Board of Review as provided elsewhere
     herein. (Rev. 8/84)

     For further information concerning these rules,  regulations or procedures,
     contractors may consult with the Office of Equal Opportunity of the Board.


<PAGE>
                                       21


39.  MacBride Principles Provisions for Board of Education Contractors
     -----------------------------------------------------------------

                         ARTICLE I. MACBRIDE PRINCIPLES

                                     PART A

     In accordance with section 6-115.1 of the  Administrative  Code of the City
     of New  York,  the  Contractor  stipulates  that  such  Contractor  and any
     individual or legal entity in which the  Contractor  holds a ten percent or
     greater ownership  interest and any individual or legal entity that holds a
     ten percent or greater  ownership  interest in the Contract either (a) have
     no business  operations in Northern Ireland, or (b) shall take lawful steps
     in good faith to conduct  any  business  operations  they have in  Northern
     Ireland  in  accordance  with the  MacBride  Principles,  and shall  permit
     independent monitoring of their compliance with such principles.

                                     PART B

     For purposes of this section,  the following terms shall have the following
     meanings:

     "MacBride   Principles"   shall   mean   those   principles   relating   to
     nondiscrimination in employment and freedom of workplace  opportunity which
     require employers doing business in Northern Ireland to:

     (1)  increase  the  representation  of  individuals  from  underrepresented
          religious groups in the work force, including managerial, supervisory,
          administrative, clerical and technical jobs;

     (2)  take  steps  to  promote  adequate  security  for  the  protection  of
          employees from underrepresented religious groups both at the workplace
          and while traveling to and from work;

     (3)  ban provocative religious or political emblems from the workplace;

     (4)  publicly  advertise  all job  openings  and make  special  recruitment
          efforts to attract applicants from underrepresented religious groups;

     (5)  establish  layoff,  recall and termination  procedures which do not in
          practice favor a particular religious group;

     (6)  abolish  all  job   reservations,   apprenticeship   restrictions  and
          different  employment  criteria  which  discriminate  on the  basis of
          religion;


<PAGE>
                                       22


     (7)  develop  training  programs that will prepare  substantial  numbers of
          current employees from  underrepresented  religious groups for skilled
          jobs, including the expansion of existing programs and the creation of
          new programs to train,  upgrade and improve the skills of workers from
          underrepresented religious groups;

     (8)  establish   procedures  to  assess,   identify  and  actively  recruit
          employees from  underrepresented  religious  groups with potential for
          further advancement; and

     (9)  appoint a senior management staff member to oversee affirmative action
          efforts and develop a timetable to ensure their full implementation.

                      ARTICLE II. ENFORCEMENT OF ARTICLE I.

     The Contractor agrees that the covenants and  representations  in Article I
     above  are  material  conditions  to  this  Contract.   In  the  event  the
     contracting  entity receives  information  that the Contractor who made the
     stipulation   required  by  this  section  is  in  violation  thereof,  the
     contracting entity shall review such information and give the Contractor an
     opportunity to respond.  If the  contracting  entity finds that a violation
     has occurred,  the entity shall have the right to declare the Contractor in
     default and/or  terminate this contract for cause and procure the supplies,
     services or work from another source in any manner the entity deems proper.
     In the event of such  termination,  the Contractor shall pay to the entity,
     or the  entity  in its  sole  discretion  may  withhold  from  any  amounts
     otherwise  payable to the Contractor,  the difference  between the contract
     price for the  uncompleted  portion  of this  contract  and the cost to the
     contracting entity of completing performance of this contract either itself
     or by  engaging  another  contractor  or  contractors.  In  the  case  of a
     requirements  contract,  the Contractor shall be liable for such difference
     in price for the entire  amount of  supplies  required  by the  contracting
     entity  for  the  uncompleted  term  of  its  contract.  In the  case  of a
     construction  contract, the contracting entity shall also have the fight to
     hold the  Contractor  in partial or total  default in  accordance  with the
     default  provisions  of  this  Contract,   and/or  may  seek  debarment  or
     suspension  of the  Contractor.  The  rights  and  remedies  of the  entity
     hereunder  shall be in  addition  to,  and not in lieu of,  any  rights and
     remedies the entity has  pursuant to this  Contract or by operation of law.
     (8/92)

40.  Set-Off Rights
     --------------

     The Board shall have all of its common law,  equitable and statutory rights
     of set-off.  These rights shall include, but not be limited to, the Board's
     option to withhold  for the purposes of set-off any moneys due and owing to
     the Board  with  regard to this  Agreement,  any other  agreement  with the
     Board,  including any agreement for a term commencing  prior to the term of
     this  Agreement,  plus any amounts due and owing to the Board for any other
     reason.  The Board shall  exercise its set-off  rights in  accordance  with
     normal Board practices including, in cases of set-off pursuant to an audit,

<PAGE>
                                       23


     the  finalization of such audit by the Board, its  representatives,  or the
     State or City Comptroller. (1/95)

41.  Non-Collusive Bidding
     ---------------------

     If this  Agreement  was awarded by the Board based upon the  submission  of
     bids or proposals,  Contractor warrants under penalty of perjury,  that its
     bid or price quotation was arrived at independently  and without  collusion
     aimed at restricting competition. (10/92)

42.  Non-Bidders Provision: Burma
     ----------------------------

                                    ARTICLE I

                                     PART A

     In accordance with Section 6-115 of the Administrative  Code of the City of
     New York, the Contractor hereby covenants and represents:

     (1)  That the Contractor  and its  affiliates  shall not during the term of
          this  contract  sell or agree to sell goods or  services  directly  to
          Burma,  the Government of Burma,  or to any entity owned or controlled
          by the Government of Burma;

     (2)  In the case of a contract to supply  goods,  that none of the goods to
          be supplied to the City originated in Burma;

     (3)  That the  Contractor and its affiliates do not do business in Burma or
          that the Contractor  and its  affiliates  are actively  engaged in the
          withdrawal of their operations from Burma and will have completed such
          withdrawal  within  six  months,   provided,   however,  that  if  the
          Contractor  and its  affiliates  have  withdrawn  or are so engaged in
          withdrawing  their  operations  from Burma and  maintain a presence in
          Burma  after  such  six  month  period   solely  for  the  purpose  of
          liquidating  their  business,  they shall not be  ineligible  for that
          reason to make the certification provided for in this Part;

     (4)  That,  except as  provided in section 6 of this Part,  the  Contractor
          shall  not  make new  investments  in  Burma,  and that if at any time
          during the course of the  contract the  Contractor  acquires an entity
          which is doing  business  in  Burma,  the  Contractor  shall  initiate
          withdrawal of its acquisition's operations from Burma;

     (5)  That,  except as  provided in section 6 of this Part,  the  Contractor
          shall not enter into any new agreement with a Burmese entity  allowing
          the  use of  its  trademark,  copyright  or  patent  by  such  entity;
          furthermore, that it does not provide goods or services to any Burmese
          entity pursuant to any non-equity agreement;


<PAGE>
                                       24


     (6)  That  the  provisions  of  sections  4 and 5  concerning  investments,
          agreements   concerning   trademarks,   copyrights  and  patents,  any
          non-equity  agreements  shall not apply to ownership of or  agreements
          with entities whose  presence in Burma is for the following  purposes:
          (i)  the   activities   of   religious,   educational   or  charitable
          organizations;  (ii)  activities  intended to promote the  exchange of
          information,   including  the   publication  or  sale  of  newspapers,
          magazines,   books,  films,   television   programming,   photographs,
          microfilm,  microfiche and similar  materials;  (iii) the gathering or
          dissemination of information by news media organizations; and (iv) the
          providing of  telecommunications  and mail  services not involving the
          sale or leasing of equipment;

                                     PART B

     The following  provision  applies only to contracts for the supply of motor
     vehicles,  heavy  equipment,   electronic  data  processing  equipment  and
     software, copying machines and petroleum products:

     In  order  for the  Contractor  to be  eligible  to sign  this  rider,  the
     Contractor must either certify or provide a certification to the Department
     from the  manufacturer or refiner of the product to be supplied to the City
     that such manufacturer or refiner and its affiliates are in compliance with
     the terms set forth in Article I and II of this rider.  Any such Contractor
     who signs this rider shall be deemed to be certifying  with respect to such
     supplier or refiner  unless  such  Contractor  attaches  to the  contract a
     separate copy of this rider signed by such manufacturer or refiner. For the
     purposes of the  certification  made by or with  respect to such refiner or
     manufacturer,  the term  "Contractor" as used in Articles I and II shall be
     deemed to refer to such manufacturer or refiner.

                                     PART C

     For  purposes  of this  provision,  the  following  terms  shall  have  the
     following meanings:

     (1)  An entity shall be considered to have  "withdrawn its operations  from
          Burma" if:

          (a)  it does  maintain  any  office,  plant or employee in Burma other
               than for the following purposes: (i) the activities of religious,
               educational or charitable organizations; (ii) activities intended
               to promote the newspapers,  magazines,  books, films,  television
               programming,  photographs,  microfilm,  microfiche,  and  similar
               materials; (iii) the gathering or dissemination of information by
               news   media   organizations;   and   (iv)   the   providing   of
               telecommunications  and mail  services not  involving the sale of
               leasing of equipment;

          (b)  it has no investments in Burma; and


<PAGE>
                                       25


          (c)  it does not  provide  goods or  services  to any  Burmese  entity
               pursuant to any non-equity agreement.

     (2)  "Affiliates"  of a  Contractor  shall mean the  parent  company of the
          Contractor,  and  any  subsidiaries  of the  parent  company,  and any
          subsidiaries of the Contractor.

     (3)  "Parent  company"  shall mean an entity  that  directly  controls  the
          Contractor.

     (4)  "Subsidiary"  shall mean an entity  that is  controlled  directly,  or
          indirectly through one or more intermediaries,  by a Contractor or the
          Contractor's parent company.

     (5)  "Control"  shall mean holding five percent or more of the  outstanding
          voting  securities  of a  corporation,  or having an  interest of five
          percent or more in any other entity.

     (6)  "Entity"  shall  mean  a  partnership,   association,  joint  venture,
          company, corporation or any other form of doing business.

     (7)  "Burmese  entity" shall mean an entity organized in Burma, or a branch
          or  office  in Burma of an  entity  which is  domiciled  or  organized
          outside Burma.

     (8)  "Investment"  shall  mean the  beneficial  ownership  or  control of a
          controlling  interest in a Burmese  entity,  but shall not include the
          purchase of securities of a Burmese entity for a customer's account.

     (9)  "Non-equity agreement" shall mean a license,  franchise,  distribution
          or other  written  agreement  pursuant  to which  an  entity  provides
          management,  maintenance,  or training  services directly to a Burmese
          entity,   or  supplies   goods   directly  to  a  Burmese  entity  for
          distribution by such Burmese entity,  or for use as component parts in
          the manufacture of other goods by such Burmese entity. In addition,  a
          "non-equity  agreement" shall mean an original equipment  manufacturer
          agreement ("O.E.M. agreement") for equipment sole by a manufacturer of
          computers,  copiers, or telecommunications  equipment,  which provides
          for or authorizes  the sale of such  equipment,  alone or as part of a
          finished product, to a Burmese entity.

            ARTICLE II: PROVISIONS RE: SECTION 138 OF THE CUSTOMS AND
                                TRADE ACT OF 1990

     The Contractor  hereby  covenants and represents that it and its affiliates
     have not  within  the  twelve  months  prior to the award of such  contract
     violated,  and shall not during the period of this  contract  violate,  the
     provisions of any sanctions  imposed pursuant to Section 138 of the Customs
     and Trade Act of 1990 respecting business activity in Burma.


<PAGE>
                                       26

                  ARTICLE III: ENFORCEMENT OF ARTICLES I AND II

     A.   The  Contractor  agrees  that the  covenants  and  representations  in
          Article I above are material conditions of this contract. In the event
          the  Department  receives  information  that  the  Contractor,   or  a
          manufacturer  or refiner subject to such provisions in accordance with
          Part B of  Article  I,  is in  violation  of the  provisions  of  such
          Article,  the Department  shall review such  information  and give the
          Contractor  and any such  manufacturer  or refiner an  opportunity  to
          respond.  If the Department  finds that a violation has occurred,  the
          Department shall have the right to terminate this contract and procure
          the supplies,  services or work from another  source in any manner the
          Department  deems  proper.  In the  event  of  such  termination,  the
          Contractor shall pay to the Department,  or the Department in its sole
          discretion  may  withhold  from any amounts  otherwise  payable to the
          Contractor  the   difference   between  the  contract  price  for  the
          uncompleted portion of this contract and the cost to the Department of
          completing  performance of this contract  either itself or by engaging
          another  contractor  or  contractors.  In the  case of a  requirements
          contract,  the Contractor shall be liable for such difference in price
          for the entire amount of supplies  required by the  Department for the
          uncompleted  term  of this  contract.  In the  case of a  construction
          contract,  the  Department  shall  also  have  the  right  to hold the
          Contractor in partial or total default in accordance  with the default
          provisions of this contract. The rights and remedies of the Department
          hereunder  shall be in addition to, and not in lieu of, any rights and
          remedies the  Department has pursuant to this contract or by operation
          of law.

     B.   Upon a final determination by the United States Department of Commerce
          or  any  other  agency  of the  United  States  or a  court  that  the
          Contractor or a manufacturer  or refiner  subject to the provisions of
          Article II pursuant to the  provisions  of Part B of Article I, or any
          affiliate of the  Contractor or such a  manufacturer  or refiner,  has
          violated any provision of any  sanctions  imposed under Section 138 of
          the  Customs  and Trade Act of 1990  respecting  business  activity in
          Burma,  the Department shall have the right to terminate this contract
          and procure the supplies,  services or work from another source in any
          manner the Department deems proper.  In the event of such termination,
          the Contractor  shall pay to the Department,  or the Department in its
          sole discretion may withhold from any amounts otherwise payable to the
          Contractor  the   difference   between  the  contract  price  for  the
          uncompleted portion of this contract and the cost to the Department of
          completing  performance of this contract  either itself or by engaging
          another  contractor  or  contractors.  In the  case of a  requirements
          contract,  the Contractor  shall be liable for the difference in price
          for the entire amount of supplies  required by the  Department for the
          uncompleted  term  of this  Contract.  In the  case of a  construction
          contract,  the  Department  shall  also  have  the  right  to hold the
          Contractor in partial or total default in accordance  with the default
          provisions of this contract. The rights and remedies of the Department
          hereunder  shall be in addition to, and not in lieu of, any rights and

<PAGE>
                                       27


          remedies the  Department has pursuant to this contract or by operation
          of law. (11/13/97)

43.  Year 2000 Compliance Required
     -----------------------------

     Year 2000 compliant means information  technology that accurately processes
     date/time data (including, but not limited to, calculating,  comparing, and
     sequencing)   from,  into,  and  between  the  twentieth  and  twenty-first
     centuries,  and the  years  1999  and  2000  and  leap  year  calculations.
     Furthermore,  Year  2000  compliant  information  technology,  when used in
     combination with other  information  technology,  shall accurately  process
     date/time  data if the  other  information  technology  properly  exchanges
     date/time data with it.

     A.   All computer technology  provided by Contractor  containing or calling
          on a calendar function  including,  without  limitation,  any function
          indexed to a CPU clock, and any function  providing  specific dates or
          days, or  calculating  spans of dates or days,  shall  record,  store,
          process,  provide and, where  appropriate,  insert,  true and accurate
          dates and  calculations  for dates and spans  including  and following
          January 1, 2000.  As part of its  maintenance  obligations  Contractor
          shall consult with the Board to assure that such  technology  will (i)
          have no lesser  functionality with respect to records containing dates
          both, or either,  before or after January 1, 2000 than heretofore with
          respect to dates  prior to  January 1, 2000 and (ii) be  interoperable
          with other  technology  used by the Board which may  deliver  records,
          receive records from or otherwise interact with such technology in the
          course of the Board's data processing.

     B.   All  technology  heretofore  provided  or  specified  to the  Board by
          Contractor  whether  hereunder  or under  separate  agreement,  if not
          currently capable of using or rendering date or time sensitive data or
          supporting  interoperability in the manner described in subsection (a)
          above, but still under  maintenance,  shall be modified or replaced by
          Contractor with technology  which provided all existing  functionality
          and is so capable,  by a date no later than September  30,1998 without
          incremental charge therefor. (1/12/98)

44.  Fair and Ethical Business Practices
     -----------------------------------

     A.   Fair and  Ethical  Business  Practices  shall be  strictly  adhered to
          during the term of this Agreement.  During the term of this Agreement,
          Contractor shall not:

         (1)   File with a government office or employee,  a written  instrument
               which   intentionally   contains  a  false   statement  or  false
               information;

         (2)   Intentionally falsify business records;

         (3)   Give, or offer to give, money,  gifts or anything of value or any
               other benefit to a labor  official or public  servant with intent
               to influence  that labor  official or public servant with respect

<PAGE>
                                       28


               to any of his or her  official  acts,  duties or  decisions  as a
               labor official or public servant;

         (4)   Give or offer to give,  money,  gifts or anything of value or any
               other  benefit  to a labor  official  or public  servant  for any
               reason;

         (5)   Give, or offer to give,  money,  gifts or other  benefit(s) to an
               official or employee of a private  business with intent to induce
               that  official  or  employee  to engage in  unethical  or illegal
               business practices;

         (6)   Knowingly participate in the criminal activities of any organized
               crime group, syndicate or "family," nor shall any person employed
               by  or  associated   with  any  such  organized  crime  "family,"
               syndicate or group  participate  through criminal means in any of
               the business affairs of Contractor.

     B.   Contractor certifies throughout the term of this Agreement, that there
          have  been no  changes  in  circumstances,  conditions  or  status  of
          Contractor's qualification(s) as reflected in Contractor Questionnaire
          or other such  documents  submitted  to the  Board.  Any change in the
          information  provided by Contractor in its questionnaire  currently on
          file with the Board must be  immediately  reported  to the  Board.  In
          addition,  Contractor shall immediately notify the Board of any of the
          following  events if it  becomes  known  that any  director,  partner,
          officer,  member or employee of Contractor,  or any shareholder owning
          5% of more of Contractor's membership interests:

          (1)  is the  subject  of  investigation  involving  any  violation  of
               criminal law or other  federal,  state or local law or regulation
               by any governmental agency; or

          (2)  is arrested, indicted or named as an unindicted co-conspirator in
               any indictment or other accusatory instrument; or

          (3)  is  convicted of any felony under state or federal law and/or any
               misdemeanor involving a business-related crime. (10/8/98)

<PAGE>

               BOARD OF EDUCATION - DIVISION OF SCHOOL FACILITIES

                            RS - 29 FORM OF CONTRACT
                            ------------------------
                                                                    ATTACHMENT E

                             THE BOARD OF EDUCATION
                             OF THE CITY OF NEW YORK

                          REQUIREMENT/SERVICE CONTRACT
                                       For

all the work to be performed at_________________________________________________

in accordance with Specification #______________________________________________


THIS  AGREEMENT,  made and entered into the _____day of  _______________, in the
year nineteen hundred and __________________________________

                                     BETWEEN

                 THE BOARD OF EDUCATION OF THE CITY OF NEW YORK,
                             party of the first part

                                AND (CORPORATION)

________________________________________________________________________________
a corporation organized and existing under the laws of the State of ____________
and licensed to do business in the State of New York

                                OR (PARTNERSHIP)

______________________________________ AND _____________________________________
co-partners doing business under the form name and style of

________________________________________________________________________________

                                 OR (INDIVIDUAL)

________________________________________________________________________________
doing business under the assumed name and style of


________________________________________________________________________________

                            party of the second part.



Revised November 1, 1996               -1-                      RS-29

<PAGE>

                                   WITNESSETH

That  pursuant to all State and local Laws and all By Laws,  resolutions,  rules
and  regulations  of THE  BOARD  and  THE  CITY  and  its  various  departments,
applicable to this contract,  and in consideration of the agreements hereinafter
undertaken by each of the parties hereto with the other, the parties hereto,  do
hereby   covenant  and  agree  for  their   respective   successors   and  legal
representatives as follows:

                                   DEFINITIONS
                                   -----------

ARTICLE 1. The following  words and expressions or pronouns used in their stead,
---------
shall  wherever  they appear in this  contract be construed as follows  unless a
different meaning is clear from the context:

(a)  "THE BOARD"  means the Board of  Education  of the City of New York and the
     party of the first part to this Contract.

(b)  "THE CONTRACTOR" means the party of the second part to this Contract.

(c)  "THE DIRECTOR" means the Director of the Division of School Facilities,  or
     other person  delegated  by The  Chancellor  to supervise  the work of this
     Contract.

(d)  "THE CONTRACT  COMPLIANCE  OFFICER" means the person delegated by the Board
     of Education to administer the implementation of Article 64.

(e)  "THE CITY" means the City of New York.

(f)  "THE  COMPTROLLER"  and  "THE  TREASURER"  means  the  Comptroller  and the
     Treasurer of the City of New York, respectively.

(g)  "OTHER CONTRACTOR" means any contractor (other than the party of the second
     part of this  Contract)  who has a contract  with THE BOARD for work on the
     building or site.

(h)  "THE   CHANCELLOR",    "THE   SECRETARY",    "ASSISTANT   SECRETARY",   and
     "ADMINISTRATOR  OF  BUSINESS  AFFAIRS"  means the  following  officers  and
     employees  of THE  BOARD,  respectively:  the  Chancellor,  the  Secretary,
     Assistant Secretary and Administrator of Business Affairs.

(i)  "APPROVED," "DIRECTED," "DEEMED NECESSARY" unless otherwise expressed means
     approved,  directed  or  deemed  necessary,  as the  case  may  be,  by THE
     DIRECTOR.

(j)  "DRAWINGS" means the contract drawings of this work and all detail drawings
     furnished by THE DIRECTOR pertinent or supplemental thereto.



Revised November 1, 1996             -2-                            RS-29

<PAGE>

(k)  "WORK" or "WORKS" means all labor, materials, equipment, matters and things
     herein agreed to be furnished or done by or on the part of THE CONTRACTOR.

(l)  "MATERIALS"  means all  material  of any kind,  nature  and class as may be
     specified which becomes a part of or is used in the performance of the work
     together   with  all   manufactured   or  prepared   materials,   articles,
     accessories,  appliances,  appurtenances  and parts used  therein or placed
     thereon.

(m)  "COMPLETION"  means full and complete  compliance with every requirement of
     the contract as attested by THE DIRECTOR.

(n)  "SPECIFICATIONS"  means the combined Instructions to Bidders,  Standard and
     Schedule  Specification  and amendments  thereto and all the directions and
     requirements  applying to the work as  hereinafter  detailed and designated
     under  specifications.  The  Standard  Specifications  are set  forth  in a
     document  separate and apart from the document  which includes the Schedule
     Specifications.

(o)  "CONTRACT", as defined in Article 8.

ARTICLE 2.     The  residence  or place of business  given in the bid upon which
---------
this  contract is founded is hereby  designated  as the place where all notices,
letters and other  communications  addressed to THE CONTRACTOR  shall be served,
mailed or delivered.  Any notice, letter or other communication addressed to THE
CONTRACTOR and delivered at the  above-named  place, or deposited in a post-paid
wrapper in any  post-office  box regularly  maintained or authorized by the post
office,  shall be  deemed  sufficient  service  thereof  upon and  notice to THE
CONTRACTOR.  The place  named may be  changed  at any time by an  instrument  in
writing,  executed  and  acknowledged  by THE  CONTRACTOR  and  delivered to THE
DIRECTOR.  Nothing  herein  contained  shall be  deemed  to  preclude  or render
inoperative the service of any notice,  letter or other  communication  upon THE
CONTRACTOR personally.

ARTICLE 2A.    This  written  agreement  contains  all the terms and  conditions
----------
agreed upon by the parties hereto,  and no other  agreement,  oral or otherwise,
regarding the subject  matter of this  agreement  shall be deemed to exist or to
bind any of the parties hereto, or to vary any of the terms contained herein.

                                      SCOPE
                                      -----

ARTICLE 3.     THE CONTRACTOR shall and will, well and sufficiently, furnish and
---------
provide all the work and materials  necessary or proper in, toward, or about the
said contract according to the several plans and drawings prepared therefor, and
the specifications, amendments and addenda herein contained or hereunto annexed,
and  such  other  work  and  materials  as may be  necessary  or as are  usually
performed and furnished in connection  with the  above-mentioned  work, so as to
finish said work in a first class  workmanlike  manner,  complete and perfect in


Revised November 1, 1996               -3-                          RS-29

<PAGE>

every respect,  to the  satisfaction of THE DIRECTOR and THE BOARD,  for the sum
herein agreed to be paid at the times and in the manner herein specified.

ARTICLE 4.     THE CONTRACTOR shall provide and furnish, at THE CONTRACTOR's own
---------
cost  and  expense,  any  and  all  manner  of  materials,   equipment,   labor,
scaffolding,  tools, implements, molds, models, and cartage of every description
necessary or proper to or for the due and faithful performance of said work, and
the true and faithful execution of this contract.

ARTICLE 5.     THE CONTRACTOR shall not have work performed, nor shall he employ
---------
labor or means, in the carrying out of this contract that would in any way cause
or result in a suspension,  or delay of, or strike upon the work to be performed
hereunder  of any  of  the  trades  working  in or  about  the  premises  herein
described, or in or about any other building of THE BOARD or working upon any of
the premises of THE CITY.

ARTICLE 6.     THE DIRECTOR  shall in all cases  determine the amount,  quality,
---------
acceptability  and fitness of the several kinds of work and materials  performed
and  delivered,  which  are to be paid for  under  this  contract,  and he shall
determine  all  questions  in relation to the work and the methods to be adopted
and shall in all cases  determine every question which may arise relative to the
fulfillment  of this  contract,  and his estimate  and decision  shall be final,
conclusive  and binding  upon THE  CONTRACTOR.  THE DIRECTOR  may  delegate,  in
writing, powers to the Director of the Office of Plant Operation,  Engineering &
Maintenance,  or the Deputy Director for Maintenance, or any area manager of the
said Office.  THE DIRECTOR may delegate  powers to inspectors or other employees
of THE BOARD,  but no  decision or  statement  made by such  inspector  or other
employee  affecting  the extent of the work of this  contract or the price to be
paid  therefor,  or the terms of the  contract,  shall be  authoritative  unless
issued in writing by THE DIRECTOR or by THE BOARD.

ARTICLE 7.     If before the final  completion of all the work of this contract,
---------
it is deemed  necessary  by THE BOARD to take over,  use,  occupy or operate any
part of the completed or partly  completed  work, THE BOARD shall have the right
to do so and THE CONTRACTOR  will not in any way interfere with or object to the
use, occupation or operation of such work by THE BOARD.

                           DRAWINGS AND SPECIFICATIONS
                           ---------------------------

ARTICLE 8.     The  materials  and labor to be furnished  shall in every respect
---------
conform strictly to the specifications,  amendments and addenda herein contained
or hereto annexed and to the plans and drawings herein mentioned,  all of which,
together with the advertisement for bids for this contract,  the Instructions to
Bidders,  and the bid for the work herein  contracted  for including any and all
additions  to and  modifications  in any of the same issued and  approved by THE
BOARD, are hereby declared to form and hereby made part of this contract.


Revised November 1, 1996               -4-                          RS-29


<PAGE>

ARTICLE 9.     The plans, drawings and specifications hereinbefore mentioned are
---------
intended to be fully  inclusive  and  co-extensive,  so that any matter or thing
contained  in and shown by one and not by the other  shall be of the same effect
as if contained in and shown by all, and shall be performed and furnished by THE
CONTRACTOR without any extra charge, claim or demand whatsoever.

ARTICLE 10.    THE  CONTRACTOR  shall finish and fully complete the whole of the
----------
work in a manner  described and shown in said  specifications  and by said plans
and drawings and in accordance  with such  supplemental  detail  drawings as the
specifications  may require THE CONTRACTOR to furnish,  when same have been duly
approved  by THE  DIRECTOR,  and in  accordance  with such  further  details and
instructions as the said Director may from time to time furnish or issue for the
purpose of insuring the thorough  completion  of the work in the most  efficient
manner.

ARTICLE 11.    Wherever  any article or any class of  materials  is specified by
----------
the trade name or the name of any particular  patentee,  manufacturer or dealer,
or by reference to the catalogue of any such manufacturer or dealer, it shall be
taken as intended to mean and specify the articles or materials described or any
other  equal  thereto  in  quality,  finish  and  durability,   and  equally  as
serviceable  for the  purpose  for which it is or they are  intended,  as may be
judged and determined by THE DIRECTOR.

                             DELIVERY OF COMPLETION
                             ----------------------

ARTICLE 12.    The Contractor shall deliver the supplies and services called for
----------
in the specifications  within the period of the contract and within the delivery
time  specified  on the order or written  request,  which  delivery  shall be in
accordance with the terms of the contract, the specifications or instructions to
bidders.

ARTICLE 13.    If separate  contracts shall be awarded to different  contractors
----------
for  furnishing  materials  or  performing  work on one building  project,  each
contractor must begin work when the site,  building or location is ready for his
work to proceed and he must  coordinate his work with that of other  contractors
and must  carry on his work in such  order and  manner and at such times so that
the entire work of all contractors may be completed within the time specified.

ARTICLE 14.    When THE CONTRACTOR  has been delayed and cannot,  in the opinion
----------
of THE DIRECTOR,  make up for such delay by speedier work, THE CONTRACTOR may be
granted an extension of time, as  determined by THE BOARD,  for the time that he
was actually and necessarily delayed by one of the following causes:

(a)  Any act or  omission  of THE CITY or THE BOARD;  or for the reason that THE
     CITY or THE BOARD does not own or has not  obtained  possession  of, or the
     right to enter upon the land upon which the work is to be performed;  or by
     action of THE BOARD suspending part of the work specified, should THE BOARD
     deem it  necessary  to do  further  work in or about the  premises  than is
     provided in this contract.


Revised November 1, 1996               -5-                          RS-29


<PAGE>

(b)  Act  or  omissions  of  other  contractors,  other  than  necessary  normal
     interruptions, as described in Article 15.

(c)  Labor strikes not caused or instituted or provoked by THE  CONTRACTOR or by
     any of his subcontractors, agents or representatives.

(d)  Emergency conditions delaying or making performance  temporarily impossible
     or illegal.

(e)  Abnormal  weather as will be more  particularly set forth in the second and
     third paragraph of Article 15.

ARTICLE 15.    If other  contracts are entered into by THE BOARD for performance
----------
of other work on the site of this contract,  THE CONTRACTOR will not be entitled
to any  extension of time  because of the  necessary  suspensions  of and normal
interruptions to his work,  required to enable the other  contractors to perform
their work on the site, as such interruptions to or suspensions of his work were
taken into consideration in fixing the time for completion.

In fixing  the time for  completion,  proper  consideration  was given to delays
occasioned by a reasonable or normal amount of adverse weather.

However,  THE CONTRACTOR may submit for consideration of THE BOARD a request for
extension of time based on excessive  delays or interruptions in his work due to
other contractors or abnormal weather,  but such requests will not be considered
unless THE CONTRACTOR  submits  complete data, which shall include the status of
the work when the claimed delays occurred,  the reason for this delay,  proof as
to what  extent the entire job was held up by each  particular  delay,  and,  if
weather  conditions are involved,  data from the U.S. Weather Bureau for current
and past years showing recorded weather conditions.

ARTICLE 16.    THE CONTRACTOR  agrees to make no claim for damages for the delay
----------
in the performance of this contract  occasioned by any act or omission to act of
THE BOARD, THE CITY, or any of their  representatives,  and agrees that any such
claim  shall  be  fully  compensated  for by an  extension  of time to  complete
performance of the work as provided herein.

Neither an extension of time for any reason beyond the date fixed herein for the
completion of the contract,  nor the delivery and  acceptance of any articles or
materials, nor the performance of any work called for by this contract after the
date  aforesaid or after the date fixed by any extension of time for  completion
of the work  hereunder  shall be  deemed a waiver  by THE  BOARD of the right to
abrogate this contract for  abandonment or delay, or of the right to enforce the
other  provisions of this contract,  and such  extension  shall not be deemed an
admission by THE BOARD or by THE CITY that either was  responsible for any delay
whatever.


Revised November 1, 1996               -6-                          RS-29


<PAGE>
                                DAMAGES FOR DELAY
                                -----------------

ARTICLE 17.    If provided  for in the  specifications,  liquidated  damages for
----------
failure to begin or to complete  the work in  compliance  with the terms of this
Agreement  shall be assessed  against the  Contractor  in  accordance  with said
provisions.  In view of the difficulty of accurately ascertaining the loss which
The Board of Education will suffer because of failure to perform and/or complete
the work of this contract,  liquidated  damages,  in the amount set forth in the
specifications,  are fixed and agreed upon as such liquidated damages and not as
a penalty.

The Board and the Comptroller will deduct and retain out of the monies which may
become due under this  contract the amount of any such  liquidated  damages.  In
case the amount  which may become  due is less than the damage  suffered  by the
Board,  the Contractor  will be liable to pay the difference  upon demand by the
Board.

Liquidated  damages received  hereunder are not intended to be nor shall they be
treated  as  either  a  partial  or  full  waiver  of  the   Board's   right  to
indemnification or to any other remedy provided for by the contract or by law.

Liquidated  damages for failure to commence  the work at the time  specified  in
each  proceed  order,  or for  failure  to  complete  the work  within  the time
specified in each proceed  order,  if the unit does not function  properly after
repair,  it will be  considered  that the  CONTRACTOR  did not complete the work
within  the  time  specified  or for  delay  of the  completion  of the  work as
described in the proceed order,  shall be in an amount of no less than 5% of the
value of the proceed order per day.

ARTICLE 18.    (No Text)
----------

ARTICLE 19.    (No Text)
----------

ARTICLE 20.    (No Text)
----------

                                     DEFAULT
                                     -------

ARTICLE 21.    THE BOARD  shall  have the right to  declare  THE  CONTRACTOR  in
----------
default on the whole or any part of the work

1.   if  THE  CONTRACTOR  becomes  insolvent;  or if  THE  CONTRACTOR  makes  an
     assignment  for the benefit of  creditors  pursuant to the  Statutes of the
     State of New York; or in a voluntary or involuntary  petition in bankruptcy
     be filed by or against THE  CONTRACTOR;  or if a receiver or receivers  are
     appointed to take care of THE CONTRACTOR's property or affairs; or

2.   if  THE  CONTRACTOR  sublets,  assigns,  transfers,  conveys  or  otherwise
     disposes of this contract other than as herein specified; or


Revised November 1, 1996               -7-                          RS-29


<PAGE>

3.   if THE  CONTRACTOR  fails to  commence  work when  notified to do so by THE
     DIRECTOR or if THE CONTRACTOR  shall abandon the work; or if THE CONTRACTOR
     refuses to proceed with the work when and as directed by THE DIRECTOR; or

4.   if at any time THE  DIRECTOR  is of the  opinion  and shall so  certify  in
     writing to THE BOARD that

     (a)  THE CONTRACTOR is or has been willfully or in bad faith  violating any
          of the provisions of this contract, or that

     (b)  the work is not or cannot be  substantially  completed within the time
          herein provided therefor;  provided,  however, that the possibility of
          timely  completion  is, in THE  DIRECTOR's  opinion,  attributable  to
          conditions within THE CONTRACTOR's control, or that

     (c)  THE  CONTRACTOR  has not  maintained  a working  force  sufficient  to
          complete the work within the contract  time, or to complete the entire
          contract  within a  reasonable  time  thereafter,  and has  failed  to
          increase his force when ordered to do so by THE DIRECTOR.

     (d)  THE  CONTRACTOR  is or  has  been  unnecessarily  or  unreasonably  or
          willfully  delaying the performance and completion of the work, or the
          award of necessary subcontracts,  or the placing of necessary material
          and equipment orders.

ARTICLE 22.    THE BOARD will declare THE  CONTRACTOR to be in default under the
----------
provisions of Article 21 by having served upon THE  CONTRACTOR a notice from the
Secretary of THE BOARD signed by the Secretary or Assistant Secretary indicating
that THE  CONTRACTOR  has been declared in default by the Board of Review acting
for the Chancellor under delegation of authority. THE BOARD shall thereupon have
the power to take immediate possession of and use such materials, molds, models,
centers, scaffolding, planks, horses, derricks, tackle, tools, implements, power
plants as may be found upon the premises and line of work and the same shall not
be removed so long as the same may be needed for the work.

Upon a  finding  of  default  in  violation  of this  contract  by the  Board of
Education's Board of Review,  the contractor shall be deemed not responsible and
disqualified from bidding for a period of four years,  unless in such finding of
default, a lesser penalty is imposed by reason of mitigating circumstances.

ARTICLE 23.    In case THE BOARD shall declare THE CONTRACTOR in default as to a
----------
part of the work only, THE CONTRACTOR  shall  discontinue such part and shall in
no wise hinder or interfere with any other contractors or persons whom THE BOARD
may engage to complete  such part of the work.  THE  CONTRACTOR  shall  continue
performing  the  remainder  of the  work in  conformity  with  the  terms of the
contract.

All provisions of this contract  relating to declaring THE CONTRACTOR in default


Revised November 1, 1996               -8-                          RS-29


<PAGE>

as to the entire work shall be equally  applicable to a  declaration  of partial
default,  except that THE BOARD shall be entitled to utilize for completing such
part of the work only the plant, materials,  equipment,  tools and supplies used
or intended to be used by THE CONTRACTOR on such part.

ARTICLE 24.    The BOARD, after declaring THE CONTRACTOR in default,  may direct
----------
The CONTRACTOR's surety, if there be one, to complete the contract in accordance
with the terms of the Performance Bond. If the surety shall fail to complete the
contract,   or  if  there  be  no  Surety   required  under  the  terms  of  the
specification,  The Board may have the work  completed by such means and in such
manner, by contract with or without public letting, or otherwise,  utilizing for
such  purpose  such  of the  plant,  materials,  equipment  tools  and  supplies
remaining on the site, as it may deem advisable.

ARTICLE 25.    (No Text)
----------

ARTICLE 26.    The expense of such completion,  as so certified by THE DIRECTOR,
----------
shall be charged  against  and  deducted  out of such  monies as would have been
payable to THE  CONTRACTOR  if he had  completed  the work;  the balance of such
monies, if any, subject to the other provisions of this contract,  to be paid to
THE CONTRACTOR  without  interest after such  completion.  Should the expense of
such completion,  so certified by THE DIRECTOR, exceed the total sum which would
have been  payable  under the  contract  if the same had been  completed  by THE
CONTRACTOR,  any such excess shall be paid by THE  CONTRACTOR to THE BOARD.  Any
such excess may also be deducted from monies due to the  contractor on any other
Board contracts.

                        INSPECTION, IMPROPER WORK, ETC.
                        ------------------------------

ARTICLE 27.    The work, materials, supplies, and services hereby required shall
----------
be performed and furnished according to the directions and under the supervision
of The Director, subject to the provisions herein contained. Every member of The
Board,  the  representative  of  The  Comptroller  and of  the  Commissioner  of
Investigation  of The City, shall have a right at all times to visit and inspect
the said work during the progress thereof.

ARTICLE 28.    THE  DIRECTOR may condemn and reject any of the work or materials
----------
found by him to be improperly  performed or furnished  under this contract,  and
require  the same to be taken  down and  removed  from the  premises,  and other
proper work and materials to be performed and furnished  instead thereof,  by or
at the expense of THE CONTRACTOR.


Revised November 1, 1996               -9-                          RS-29


<PAGE>

ARTICLE 28A.   POOR PERFORMANCE PROVISION
-----------    --------------------------
                         MID-POINT AND FINAL EVALUATIONS
                         -------------------------------
                              Mid-Point Evaluation
                              --------------------
The performance by the Contractor of the specifications,  scope of work etc., of
this  contract  will be evaluated on behalf of the Board by the Field  Inspector
assigned to monitor the  project.  All  projects  will be  evaluated  at project
                                   ---------------------------------------------
mid-point,  and at final completion  (punch list items completed) or at the time
--------------------------------------------------------------------------------
the Contractor was required to finally complete the project.  An  unsatisfactory
-----------------------------------------------------------
or  marginal  rating on the written  evaluation  form will be  submitted  to the
Contractor for response.

If, after reviewing the Contractor's  response (if any) to an  unsatisfactory or
marginal rating on the written  evaluation form, it is the judgment of the Field
Inspector's  supervisor that the  Contractor's  performance is not in compliance
with the  requirements of the contract,  he/she will issue a written "Warning of
Poor Performance" to the Contractor.

                                Final Evaluation
                                ----------------
Within  thirty (30) days after final  completion  of the work or the time within
which the Contractor was required to finally  complete the work,  performance by
the Contractor of the specifications, scope of work, etc., of this Contract will
be evaluated on behalf of the Board by the Field  Inspector  assigned to monitor
the project. An unsatisfactory or marginal rating on the written evaluation form
will be submitted to the Contractor for response.

If,  after  reviewing  the response  (if any) to an  unsatisfactory  or marginal
rating,  it is the  judgment  of  the  Field  Inspector's  supervisor  that  the
Contractor's  performance  is not in  compliance  with the  requirements  of the
contract,  he/she shall advise the Board's Chief Executive for School Facilities
of such fact, with recommendations.

If, after his/her review of the evaluation(s) and recommendation(s) of the Field
Inspector and his/her supervisor,  and the response,  if any, of the Contractor,
it shall be the  determination  of the  Chief  Executive  that the  Contractor's
performance is not in compliance with the  requirements of the contract,  he/she
shall advise the Contractor in writing that it has been  determined to be a Poor
Performer,  and will be barred from  bidding for a period of up to two (2) years
from the Contractor' s receipt of notice of the determination.

Notwithstanding  any other provision of this contract,  a project having reached
substantial  completion shall not affect the operation of this provision,  i.e.,
the  Contractor  may achieve  substantial  completion  and be  determined a poor
performer hereunder.

The  Contractor  shall have the right to appeal the  determination  of the Chief
Executive that it is a Poor Performer at a hearing before the Chancellor's Board
of Review.  The  Contractor  must request this hearing  within five (5) business


Revised November 1, 1996               -10-                          RS-29


<PAGE>

days  of  receiving  the  Determination  of  Poor  Performance  from  the  Chief
Executive.

The  opportunity  for  the  Contractor  to  appeal  the  Determination  of  Poor
Performance  to the Board of Review should be made with the  understanding  that
the following result(s) may occur:

a.   If the Board of Review accepts the Contractor's  appeal and agrees with the
     Contractor, the Determination of Poor Performance will be rescinded.

b.   If the Board of Review agrees with the Chief Executive's determination,  it
     will  issue a Board of Review decision that may, consistent with the Bylaws
     of the Board of Education,  bar the Contractor from bidding for a period of
     up to two (2)  years,  unless in  connection  with its  findings,  a lesser
     penalty is imposed by reason of mitigating circumstances.

ARTICLE  29.   In case THE  CONTRACTOR  shall at any time, in the opinion of THE
-----------
DIRECTOR,  neglect to  faithfully  carry on and  perform any portion of the work
required  by this  contract,  whereby  safety  and  proper  construction  may be
endangered or which may not be  subsequently  rectified,  or whereby  damage and
injury may result to life and property,  or either,  then and in every such case
THE DIRECTOR shall have the right forthwith and without notice to THE CONTRACTOR
to enter into and upon the work, and to make good any and all imperfect work and
materials and  deficiencies  arising by reason of such neglect.  The expense and
cost thereof shall be charged against THE  CONTRACTOR,  and may be deducted from
any  payment  or money  which may be due or  subsequently  become due under this
contract.  The opinion and decision of THE DIRECTOR in all  instances  which may
arise in respect to the aforesaid  shall be final,  conclusive  and binding upon
THE CONTRACTOR.  No action so taken by THE DIRECTOR shall release THE CONTRACTOR
from any and all consequences  and damages which may have arisen,  or may arise,
owing to such  neglect,  whether  willful  or by  omission;  and THE  CONTRACTOR
covenants  and agrees to hold THE CITY and THE BOARD  harmless  against and from
any and all suits at law and all and every  claim,  damage  and loss  whatsoever
arising therefrom.

ARTICLE 30.    Should THE  CONTRACTOR  fail to commence or perform any work,  or
----------
otherwise  fail to carry out any  directions  consistent  with the terms of this
contract  within  three (3) days after  written  notice from THE  DIRECTOR,  THE
DIRECTOR may have such work done,  or  materials  furnished by others and deduct
the cost thereof from the monies due, or to become due under the contract.

ARTICLE 31.    Should The BOARD deem it inexpedient to interrupt the progress of
----------
the  work by the  removal  and  replacement  of  defective  or  damaged  work or
materials,  or those not in accordance  with the plans and  specifications,  the
Board  shall have the right to accept the work as  furnished  and to deduct from
the contract  price an amount to be determined by The Director to cover the cost
of having the defective  work or materials  removed or replaced,  or any omitted
work  performed or other  deviation  from contract  requirements  corrected,  by
others. The Contractor will provide, furnish and deliver to the Board at his own



Revised November 1, 1996               -11-                          RS-29


<PAGE>

cost and  expense,  at the  times and  places  and in the  manner  and under the
conditions herein contained or hereto attached, the supplies,  articles,  goods,
wares and merchandise or services mentioned and described in the specifications,
and  will  accept  as  full  compensation  therefor  the sum  set  opposite  the
respective  items or articles in the  specifications  herein contained or hereto
attached,  the said sums being the amounts at which this  contract is awarded to
the Contractor after the public letting thereof.

ARTICLE 32.    Coordination with other  contractors.  During the progress of the
----------
work,  other  contractors  may be  engaged  in  performing  other work or may be
awarded other contracts for additional work on this project.  In that event, THE
CONTRACTOR  shall coordinate the work to be done hereunder with the work of such
other  contractors  and THE  CONTRACTOR  shall fully  cooperate  with such other
contractors  and  carefully  fits  its own  work to that  provided  under  other
contracts as may be directed by THE DIRECTOR. THE CONTRACTOR shall not commit or
permit any act which will  interfere  with the  performance of work by any other
contractor.

If THE DIRECTOR shall determine that THE CONTRACTOR is failing to coordinate his
work with the work of other  contractors as THE DIRECTOR has directed,  then THE
DIRECTOR  shall have the right to withhold any payments due hereunder  until THE
DIRECTOR's directions are complied with by THE CONTRACTOR.

ARTICLE 33.    If THE  CONTRACTOR  notifies THE DIRECTOR in writing that another
----------
contractor  on this project is failing to  coordinate  his work with the work of
this contract as directed, THE DIRECTOR must promptly investigate the charge. If
he finds it to be true,  he must  promptly  issue such  directions  to the other
contractor  with respect  thereto as the situation may require.  THE BOARD shall
not, however, be liable for any damages suffered by this contractor by reason of
the other contractor's  failure to promptly comply with the directions so issued
by THE DIRECTOR, or by reason of another contractor's default in performance, it
being  understood  that THE  BOARD  does not  guarantee  the  responsibility  or
continued efficiency of any contractor.

ARTICLE 34.    THE CONTRACTOR  shall  indemnify and hold THE BOARD harmless from
----------
any and all claims or  judgment for damages and from costs and expenses to which
THE  BOARD  may be  subjected  or which it may  suffer or incur by reason of THE
CONTRACTOR's failure to comply with THE DIRECTOR's directions promptly;  and THE
COMPTROLLER shall have the right to exercise the powers reserved in Articles 30,
41,  49,  50, and 58 hereof  with  respect  to any claims  which may be made for
damages due to this contractor's failure to comply with THE DIRECTOR's direction
promptly.


ARTICLE 35.    Should  THE  CONTRACTOR  sustain  any damage  through  any act of
----------
omission  of any  other  contractor  having a  contract  with THE  BOARD for the
performance  of work  upon  the site or of work  which  may be  necessary  to be
performed for the proper prosecution of the work to be performed  hereunder,  or
through any act or omission of a subcontractor of such contract,  THE CONTRACTOR
shall  have no claim  against  THE BOARD  for such  damages,  but shall  have to


Revised November 1, 1996               -12-                          RS-29


<PAGE>

recover such damage from the other contractor under the provision similar to the
following  provisions  which have been or will be inserted in the contracts with
such other contractors.

ARTICLE 36.    Should any other contractor  having or who shall hereinafter have
----------
a contract with THE BOARD for the  performance of work upon the site sustain any
damage  through any act or omission of THE  CONTRACTOR  hereunder or through any
act or omission of any subcontractor of THE CONTRACTOR, THE CONTRACTOR agrees to
reimburse  such other  contractor  for all such damages and to defend at his own
expense any suit  based upon such claim and if any  judgement or claims  against
THE BOARD shall be allowed THE CONTRACTOR shall pay or satisfy such judgement or
claim and pay all costs and expenses in  connection  therewith  and to indemnify
and hold THE BOARD harmless from all such claims.

ARTICLE 37.    THE BOARD's right to indemnification hereunder shall in no way be
----------
diminished,  waived or  discharged,  by its recourse to assessment of liquidated
damages  as  provided  in  Article  17 or by the  exercise  of any other  remedy
provided for by contract or by law.

                  CONTRACTOR'S RESPONSIBILITY, INSURANCE, ETC.
                  --------------------------------------------

ARTICLE 38.    THE  CONTRACTOR  shall at all times be liable for, and  indemnify
----------
and save harmless THE CITY and THE BOARD and their successors in office, against
and from any and all  claim or  damage  arising  from,  upon or by reason of the
breach by THE CONTRACTOR of any covenants herein contained.

ARTICLE 39.    (No Text)
----------

ARTICLE 40.    THE  CONTRACTOR  shall  bear and be liable for all loss or damage
----------
which  may  happen  to the  said  work or  materials  at any  time  prior to the
completion and acceptance by THE BOARD. THE CONTRACTOR shall and will during the
progress of the work protect and secure the said work and materials  from damage
and injury,  and shall and will repair all such damage and injury,  if any,  and
fully  complete and deliver said work and materials to THE BOARD within the time
herein  provided and  according to the terms and  provisions  of this  contract.
During the performance and up to the date of final  acceptance by THE BOARD, THE
CONTRACTOR must provide and maintain with companies satisfactory to THE DIRECTOR
the following types of insurance:

1.   Insurance  protecting  the work against loss and damage by fire,  windstorm
     hail,  explosion,  riot  attending  a strike,  civil  commotion,  aircraft,
     vehicles,  smoke, vandalism and malicious mischief. Such insurance shall be
     for amounts and for periods satisfactory to THE DIRECTOR,  payable, in case
     of loss to THE BOARD.  THE CONTRACTOR  shall deliver the policy or policies
     therefor to THE DIRECTOR. Delivery of such policy, or policies of insurance
     to  THE  DIRECTOR  shall  be a  condition  precedent  to the  right  of THE
     CONTRACTOR to demand any payments hereunder.  Insurance protecting the work
     against loss and damage by fire, shall not be required for work not subject
     to fire loss, such as excavation, grading, paving or demolition.


Revised November 1, 1996               -13-                          RS-29


<PAGE>

     Notice of  Cancellation  of  Policy - The  policy  shall not be  cancelled,
     -----------------------------------
     terminated or modified by the company unless thirty (30) days prior written
     notice  is sent by  Registered  Mail to THE  CONTRACTOR  and THE  DIRECTOR,
     Division of School Facilities,  28-11 Queens Plaza North, Long Island City,
     N.Y.,  11101;  nor shall it be  cancelled,  terminated,  or modified by THE
     CONTRACTOR without the prior written consent of THE DIRECTOR. Within twenty
     (20) days after  receipt of said  notice,  THE  CONTRACTOR  shall renew the
     policy for the  duration  of the term of the  contract  including  any time
     extensions granted for the completion of the contract work.

2.   Insurance to comply with the Workers Compensation Law. THE CONTRACTOR shall
     not begin work at,  about or upon the  property of THE BOARD until he files
     with THE DIRECTOR a certificate  showing  compliance with the provisions of
     said Law. Such  insurance  shall be kept during the life of said  contract.
     Contractor  shall only engage  subcontractors  who comply with the Worker's
     Compensation Law.

3.   Public (General)  Liability Insurance for Bodily Injury and Property Damage
     to protect THE CONTRACTOR  and his  subcontractors  performing  work at the
     site from claims or damages for bodily injury,  including death, as well as
     from claims for property damage which may arise from  operations  under the
     contract  whether such operations be by himself or by any  subcontractor or
     any one directly or indirectly employed by either of them.

     Notice of  Cancellation  of  Policy - The  policy  shall not be  cancelled,
     -----------------------------------
     terminated or modified by the company unless thirty (30) days prior written
     notice  is sent by  Registered  Mail to THE  CONTRACTOR  and THE  DIRECTOR,
     Division of School Facilities,  28-11 Queens Plaza North, Long Island City,
     N.Y.,  11101;  nor shall it be  cancelled,  terminated,  or modified by THE
     CONTRACTOR without the prior written consent of THE DIRECTOR. Within twenty
     (20) days after  receipt of said  notice,  THE  CONTRACTOR  shall renew the
     policy for the  duration  of the term of the  contract  including  any time
     extensions granted for the completion of the contract work.

     The minimum  dollar  limit for Public  (General)  Liability  Insurance  for
     Bodily Injury and Property  Damages shall be as stated in the  Instructions
     to Bidders.

4.   Owner's  (contractors')  Protective  Liability  Insurance Policy for Bodily
     Injury and Property Damage to protect THE BOARD and THE CITY against claims
     for bodily injury,  including death, and property damage,  arising from the
     operations  of THE  CONTRACTOR  and his  subcontractors  for the  limits of
     liability  specified in the Instructions to Bidders.  Such insurance policy
     shall insure THE BOARD and shall contain by rider annexed to such policies,
     the following provisions:

     (a) Notice under this policy by the Insurance  Company  should be addressed
     to The Secretary of THE BOARD, 110 Livingston St., Brooklyn, N.Y., 11201.


Revised November 1, 1996               -14-                          RS-29


<PAGE>

     (b) Notice of accident should be given by the Insured to Insurance  Company
     within  sixty  (60) days  after  such  claim  shall be filed  with the said
     Secretary.

     (c) Notice of claim  against  the Insured  shall be given to the  Insurance
     Company  within  sixty (60) days  after such claim  shall be filed with the
     said secretary.

     (d) The  policy  shall not be  cancelled,  terminated  or  modified  by the
     company  unless thirty (30) days prior written notice is sent by Registered
     Mail to THE  CONTRACTOR  and THE DIRECTOR,  Division of School  Facilities,
     28-11 Queens Plaza North,  Long Island City,  N.Y.,  11101; nor shall it be
     cancelled,  terminated,  or  modified by THE  CONTRACTOR  without the prior
     written  consent of THE DIRECTOR.  Within twenty (20) days after receipt of
     said notice,  THE CONTRACTOR shall renew the policy for the duration of the
     term  of the  contract  including  any  time  extensions  granted  for  the
     completion of the contract work.

     (e) The presence of engineers or inspectors of THE BOARD or THE CITY on the
     site of the work performed under the contract with THE CONTRACTOR shall not
     invalidate the policy of insurance.

     (f) The policy shall not be  invalidated  by reason of any violation of any
     of the terms or any of the  terms of any  policy  issued  by the  Insurance
     Company to THE CONTRACTOR.

     Insurance Policies and Workers  Compensation  Policies required under Items
     (1) and (2) shall contain by rider annexed to such policies the  provisions
     of(4) (a), (d), (e), and (f).

     All policies of insurance  shall be submitted to THE  DIRECTOR,  Attention:
     Qualification  and Insurance  Unit,  Division of School  Facilities,  28-11
     Queens Plaza North, Long Island City, N.Y.,  11101, for approval,  prior to
     the start of any work.

ARTICLE 41.    (No text)
----------

ARTICLE 42.    If the  persons or  property of others  suffers  loss,  damage or
----------
injury resulting directly or indirectly from the work of THE CONTRACTOR,  or his
subcontractors,  in their  performance  of this  contract,  or from his or their
failure to comply with any of the  provisions  of this  contract or of law,  THE
CONTRACTOR shall indemnify and hold THE BOARD and THE CITY harmless from any and
all claims and  judgments  for damages and from costs and  expenses to which THE
BOARD or THE CITY may be  subject  or  which it may  suffer  or incur by  reason
thereof.  The  provisions  of this Article shall not be deemed to create any new
right of action in favor of third parties against THE  CONTRACTOR,  THE BOARD or
THE CITY.


ARTICLE 43.    THE CONTRACTOR shall assume all  responsibilities  for any claims
----------
or suits for infringements or on account of any patent rights connected with any
or all of the materials, appliances, articles or systems used in the performance
of this work,  and shall  protect THE BOARD and THE CITY and hold them  harmless


Revised November 1, 1996               -15-                          RS-29

<PAGE>

against  any such  claims  or suits  which  may be  brought  before or after the
completion of the work.

ARTICLE 43A.   The  requirement  for  insurance  pursuant  to  Article  40 shall
-----------
continue in effect until the completion of all work required under the contract,
unless  specific  consent  is given,  in  writing,  to the  termination  of such
insurance.


                                    PAYMENTS
                                    --------

ARTICLE 44.    This  Contract  shall not be binding  or of any force  unless THE
----------
COMPTROLLER  shall indorse hereon his certificate that there remains  unexpected
and unapplied,  as provided in Section 93c-3.0 of the Administrative Code of THE
CITY, a balance of the appropriation or fund applicable  thereto,  sufficient to
pay the  estimated  expense of  executing  this  contract  as  certified  by the
officers making the same.

ARTICLE 45.    If THE CONTRACTOR  shall well and faithfully  perform and fulfill
----------
this contract and keep every  covenant on his part herein  contained,  THE BOARD
will then, but not before, pay to THE CONTRACTOR the sum of

________________________________________________________________________________

________________________________________________________________________________

______________________________ dollars $ _______________________________________

(If contract amount is divisible into separate  payments for separate  portions,
enter the amounts in Article 48.)

ARTICLE 46.    The Board agrees to pay and the Contractor  agrees to accept,  as
----------
full consideration for the complete and satisfactory performance of the services
required herein, the amount set forth in the bid.

Payment(s) shall be made after the filing with the Comptroller of voucher(s) for
such  payment(s).  In the event any items in the  billing may be  questioned  or
disputed  by the  DIRECTOR,  these items may be deleted  from the billing  until
their  resolution and the remainder of the billing shall be processed within the
above period(s).

The Contractor shall submit numbered invoices for payment in accordance with the
payment  schedule  established  in the  specifications.  Such invoices shall set
forth the services for which payment is requested,  and approval  thereof by the
DIRECTOR shall be a prerequisite to payment.


Revised November 1, 1996               -16-                          RS-29

<PAGE>

All pay shall be subject to such  provisions for set off as may be set forth
in this Agreement and in the Specifications attached hereto.

With each application for installment or progress payment,  the Contractor shall
submit a detailed schedule of the amount and value of the material installed and
the work done.

The  Contractor  will be required to furnish  proof of delivery in each instance
and comply with the rules and  regulations of the Board,  relative to the manner
in which bills, etc., shall be furnished.

Payments shall be made out of such monies as may be reserved by the  Comptroller
of the City of New York for the purpose herein provided.

This contract and all payments  hereunder shall be subject to audit by the Board
of Education and post audit by the  Comptroller  of the City in accordance  with
the New York City Charter and Administrative Code.

ARTICLE 47.    If  provision  is  specifically  made  in the  specification  for
----------
progress  payments,  the sum for which this  Contract is awarded will be paid in
installments,  as the work progresses. All such installment payments or progress
payments shall be based upon an estimate and certificate made by THE DIRECTOR of
the materials installed and work done by THE CONTRACTOR.

ARTICLE 47A.   In accordance with the requirements of Article 70, the Contractor
-----------
shall  promptly  repair,  replace,  restore  or  rebuild,  as the  DIRECTOR  may
determine,  any furnished work in which defects of materials or workmanship  may
appear or to which damage may occur because of such defects, during the one-year
period subsequent to the date of final acceptance, except where other periods of
maintenance and guarantee are provided for.

Notice by the DIRECTOR to the Contractor to repair, replace,  rebuild or restore
such defective or damaged work shall be timely, if given not later than ten (10)
days  subsequent to the expiration of the one ( 1 ) year period or other periods
provided for herein.

If the  Contractor  shall fail to  repair,  replace,  rebuild  or  restore  such
defective or damaged work promptly  after  receiving  such notice,  the DIRECTOR
shall  have the right to have the work  done by others in the same  manner as is
provided  for the  completion  of a  defaulted  contract  and to deduct the cost
thereof from the amount so deposited  hereunder.  The balance,  if any, shall be
returned to the Contractor without interest.

If the amount so deposited be  insufficient  to cover the cost of such work, the
Contractor shall be liable to pay such deficiency on demand by the DIRECTOR.



The  DIRECTOR's  certificate  setting  forth  the  fair and  reasonable  cost of
repairing, replacing, rebuilding or restoring any damaged or defective work when


Revised November 1, 1996               -17-                          RS-29

<PAGE>

performed by one other than the  Contractor  shall be binding and  conclusive as
the amount thereof upon the Contractor.

The Contractor shall obtain all manufacturer's  warrantees and guarantees of all
equipment  and  materials  required by this Contract in the name of the Board of
Education of the City of New York and shall deliver same to the Board.

ARTICLE 48.    In case the contract  includes  work to be performed or materials
----------
to be furnished at or upon more than one  building,  for which  separate  prices
were required in the bid, or for more than one item for which separate bids were
required,  final  payment for each portion shall be made as specified in Article
46 without reference to the work to be performed in other portions.

ARTICLE  49.   If any claim is made against THE CITY or THE BOARD for any act or
-----------
omission of THE  CONTRACTOR,  THE  COMPTROLLER  may  withhold the amount of such
claim or so much  thereof as he may deem  necessary,  as security  against  such
claim,  from any money due or to become  due  hereunder,  until such time as the
commencement  of an  action  thereon  would  be  barred  by law or  until  final
adjudication  of  such  action  by  a  Court  of  competent  jurisdiction.   THE
COMPTROLLER,  in his discretion,  may permit THE CONTRACTOR to substitute  other
satisfactory security in lieu of the moneys so withheld.

If no action is commenced  upon such claim  within the time limited  therefor by
law, THE  COMPTROLLER,  upon written demand by THE CONTRACTOR,  shall return the
amount so withheld without interest.

If an action on such claim is timely commenced and the liability of THE BOARD or
THE CITY, or THE CONTRACTOR,  or both, shall have been established  therein by a
final  judgement  of a Court of competent  jurisdiction,  or if such claim shall
have been  admitted by THE  CONTRACTOR  valid,  THE  COMPTROLLER  shall pay such
judgement  or  admitted  claim  out of the  moneys  retained  by him  under  the
provisions of this Article, and return the balance, if any, without interest, to
THE CONTRACTOR.

ARTICLE 50.    If, in the opinion of THE BOARD, THE CONTRACTOR is not proceeding
----------
with the work in  accordance  with the  provisions of this  contract,  THE BOARD
shall have the right to withhold out of any payments,  final or otherwise,  such
sums as THE BOARD may deem ample to protect THE BOARD against delay or loss.

ARTICLE 51.    (No Text)
----------

ARTICLE 52.    No  certificate  given or payment made under this contract and no
----------
action by THE BOARD shall operate as, or be held to be, an admission on the part
of THE BOARD or THE CITY,  that this  contract,  or any part  thereof,  has been
complied  with, or that any detail of the work has been properly  performed,  in
case the fact shall be  otherwise,  or so as to preclude  any action for damages
against THE CONTRACTOR,  or the deduction and retention of any damages as herein
provided,  should the work and materials,  hereby required, not be performed and


Revised November 1, 1996               -18-                          RS-29

<PAGE>

furnished in every particular in a substantial and workmanlike  manner, and of a
good and proper quality,  or should this contract not be faithfully  executed in
every respect.

ARTICLE 53.    Neither  THE CITY nor THE BOARD,  nor any  department  or officer
----------
thereof,  shall be  precluded or estopped by any return or  certificate  made or
given by THE BOARD,  any  Director or other  officer,  agent or appointee of THE
CITY or of THE BOARD under any provision of this  agreement  from showing at any
time (either before or after the final completion and acceptance of the work and
payment  therefor  pursuant to any such return or certificate)  showing the true
and correct amount and character of the work done and materials furnished by THE
CONTRACTOR,  or any other  person under this  agreement,  or from showing at any
time that any such return or  certificate  is untrue and incorrect or improperly
made in any particular,  or that the work and materials or any part thereof,  do
not in fact  conform to the  specifications;  and neither THE CITY nor THE BOARD
shall be precluded or estopped,  notwithstanding  any such return or certificate
and payment in accordance  therewith,  from  demanding and  recovering  from THE
CONTRACTOR  such  damages as it may  sustain by reason of his  failure to comply
with the specifications.

ARTICLE 54.    All works of art, including paintings, mural decorations, stained
----------
glass, statues, has reliefs and other sculpture,  monuments,  fountains,  arches
and  other  structures  of  a  permanent  character  intended  for  ornament  or
commemoration,  and every  design of the same to be used in the  performance  of
this contract,  and the design of all  buildings,  bridges,  approaches,  gates,
fences, lamps or structures to be erected pursuant to the terms of this contract
must be approved by the Art  Commission  of THE CITY,  prior to the  erection or
placing in position of the same.  THE DIRECTOR will submit all required data for
the  approval  of the Art  Commission.  Final  payment  shall not  become due or
payable under this contract  unless and until the Art  Commission  shall certify
that the design for the work herein contracted for has been approved by the said
Commissioner, and that the same has been executed in substantial accordance with
the design so approved, pursuant to Section 854 of the New York City Charter.

                               ERRORS AND CHANGES
                               ------------------

ARTICLE 55.    If the contract  documents  contain any errors,  inconsistencies,
----------
ambiguities, or discrepancies,  other than omissions described in Article 9, THE
CONTRACTOR shall request a decision by writing THE DIRECTOR, whose decision will
be binding  upon THE  CONTRACTOR.  If, in THE  DIRECTOR's  opinion,  changes are
required in the extent of the work  included in the contract,  cost  adjustments
therefor will be made as described in Article 56.

ARTICLE 56.    THE  BOARD,  through  THE  DIRECTOR,  reserves  the right to make
----------

changes  from  time  to  time,  when  it  deems  necessary,  in  the  plans  and
specifications.  THE CONTRACTOR shall submit a detailed estimate of the value of
the work involved.  THE DIRECTOR will determine the reasonable value of the work
or material  omitted  from or added to the work by the  aforesaid  changes.  The
reasonable  value  of any  work or  material  required  to be  omitted  shall be
deducted  from and the  reasonable  value of extra work required to be furnished


Revised November 1, 1996               -19-                          RS-29

<PAGE>

shall be added to the contract  price.  Such changes shall be in effect from the
date of authorization from THE DIRECTOR.

                              ASSIGNMENTS AND LIENS
                              ---------------------

ARTICLE 57.    THE CONTRACTOR will give his personal attention constantly to the
----------
faithful prosecution of the work; he will not assign,  transfer,  convey, sublet
or otherwise dispose of this contract, or his right, title, or interest in or to
the same or any part  hereof,  without  the  previous  resolution  of THE  BOARD
consenting  thereto,  and a statement  that such  consent was given by THE BOARD
endorsed  by The  Secretary,  or  Assistant  Secretary  of THE  BOARD,  upon the
assignments  of  sub-contracts,  filed in the  offices of THE BOARD,  and of the
Treasurer;  and he will not assign by power of attorney or otherwise  any of the
moneys to become due and  payable  under this  contract,  unless by and with the
previous  consent in writing of The  Administrator  of Business Affairs endorsed
upon or attached to the  assignment  filed in said  offices.  If THE  CONTRACTOR
shall, without previous written consent,  assign,  transfer,  convey,  sublet or
otherwise dispose of this contract or of his right,  title, or interest therein,
or any of the  moneys to become  due under this  contract  to any other  person,
firm, or corporation, this contract may, at the opinion of THE BOARD, be revoked
and annulled and THE BOARD shall  thereupon be relieved and discharged  from any
and all liability and obligations growing out of the same to THE CONTRACTOR, and
to his assignee or transferee. No right under this contract, or to any moneys to
become due  hereunder  shall  exist  against  THE CITY or THE BOARD in law or in
equity,  by reason of any  so-called  assignment of this  contract,  or any part
thereof, or of any moneys to grow due hereunder, unless authorized as aforesaid.
Nothing  herein  contained  shall be construed  to hinder,  prevent or affect an
assignment by THE CONTRACTOR for the benefit of his creditors,  made pursuant to
the statutes of the State of New York,  or of a  subletting  of any part of this
contract  in  the  regular  course  of  business,   which  subletting  has  been
specifically approved in advance by THE DIRECTOR in writing.

ARTICLE 58.    THE CONTRACTOR will not, at any time, suffer or permit any liens,
----------
attachments or other encumbrances,  under the law of this State or otherwise, by
any  person or  persons  whomsoever,  to be filed  against  the amount due or to
become due under this contract for such work or  materials,  or by reason of any
other claim or demand against THE CONTRACTOR;  and any such lien, attachment, or
other encumbrance,  until it is removed or legally bonded to the satisfaction of
The  Treasure,  shall  preclude  any and all  claim or  demand  for any  payment
whatsoever under or by virtue of this contract

If, at any time, before or within thirty days after the whole work herein agreed
to be performed  has been  completed  and  accepted by THE BOARD,  any person or
persons  claiming to have  performed any labor or furnished any material  toward
the  performance  and  completion of this contract shall file with THE BOARD and
with The Treasurer any such notice as is described in the Lien Law or in any Act
of the  Legislature of the State of New York,  then, and in every such case, THE
CITY and THE BOARD shall  retain,  anything  herein  contained  to the  contrary
notwithstanding, from the moneys under its control and due and to grow due under
this Agreement, so much of the moneys as shall be sufficient to pay off, satisfy



Revised November 1, 1996               -20-                          RS-29

<PAGE>

and  discharge  the  amount in such notice  alleged  to be sued to the person or
persons filing such notice,  together with the reasonable costs of any action or
actions  that may be brought to  enforce  such claim or the lien  created by the
filing of such notice.  The money so retained  shall be held by THE CITY and THE
BOARD  until the lien  created by the said act,  and the  filing of said  notice
shall be discharged pursuant to the provisions of the said act.

                                 SUBCONTRACTING
                                 --------------
ARTICLE 58A.
-----------
A.   The  Contractor   agrees  not  to  enter  into  any  subcontracts  for  the
     performance of the  obligations,  in whole or in part, under this Agreement
     without the prior  written  approval of the Board.  Two copies of each such
     proposed   subcontract   shall  be  submitted  to  the  Director  with  the
     Contractor's written request for approval.

B.   All such subcontracts shall contain provisions specifying:

     1. that the work performed by the subcontractor  must be in accordance with
     the terms of the Agreement between the Board and the Contractor,

     2. that nothing  contained in such contract  shall impair the rights of the
     Board, and

     3. that nothing contained therein, or under the Agreement between the Board
     and the Contractor  shall create any contractual  relationship  between the
     subcontractor and the Board.

C.   The  Contractor  agrees that it is fully  responsible  to the Board for the
     acts and omissions of the  subcontractors and of persons either directly or
     indirectly  employed by them as it is for the acts and omissions of persons
     directly employed by it.

D.   The  aforesaid  approval is  required  in all cases  other than  individual
     employer-employee contracts.

E.   The Contractor shall not in any way be relieved of any responsibility under
     this Agreement by any subcontract.

                              COMPLIANCE WITH LAWS
                              --------------------

ARTICLE 59.    In all operations under this contract,  THE CONTRACTOR  agrees to
----------
comply  with the  provisions  of all  Federal  and  State and  local  laws,  The
Administrative  Code of THE CITY and all rules and  regulations  of THE CITY and
THE BOARD which may affect such operations.


ARTICLE 60.    It is the  intent  and  understanding  of  the  parties  in  this
----------
contract  that each and every  provision  of law required to be inserted in this


Revised November 1, 1996               -21-                          RS-29

<PAGE>

contract should be and is inserted herein.  Furthermore, it is hereby stipulated
that every such provision is to be deemed to be inserted herein, and if, through
mistake or  otherwise  any such  provision is not inserted or is not inserted in
correct form, then this contract shall forthwith, upon the application of either
party,  be amended by such  insertion so as to comply  strictly with the law and
without prejudice to the rights of either party hereunder.

ARTICLE 60A. (a) THE CITY is exempt from payment of Federal,  State, local taxes
-----------
and Sales and  Compensating Use Taxes of the State of New York and of cities and
counties  on all  materials  and  supplies  sold  to THE  CITY  pursuant  to the
provisions  of this  contract.  These  taxes  are not to be  included  in  bids.
However, this exemption does not apply to tools,  machinery,  equipment or other
property leased by or to THE CONTRACTOR or a  subcontractor,  or to supplies and
materials which,  even though they are consumed,  are not incorporated  into the
completed work (consumable supplies),  and THE CONTRACTOR and his subcontractors
shall be responsible for and pay any and all applicable  taxes,  including Sales
and Compensating Use Taxes, on such leased tools, machinery,  equipment or other
property and upon all such unincorporated supplies and materials.

(b)  THE CONTRACTOR  agrees to sell and THE CITY agrees to purchase all supplies
     and  materials,  other than  consumable  supplies,  required,  necessary to
     proper for or incidental to the construction of the Project covered by this
     agreement.  The sum  paid  under  this  agreement  for  such  supplies  and
     materials shall be in full payment and  consideration  for the sale of such
     supplies and materials under the agreement.

     THE  CONTRACTOR  agrees to  construct  the Project and to perform all work,
     labor and services required,  necessary or proper for or incidental thereto
     for the sum shown in the bid for the  performance  of such work,  labor and
     services,  and the sum so paid  pursuant  to this  agreement  for such work
     labor,  etc.  shall be in full  consideration  for the  performance  by THE
     CONTRACTOR  of all his  duties and  obligations  under  this  agreement  in
     connection with said work and labor.

(c)  The purchase by THE CONTRACTOR of the supplies and materials sold hereunder
     shall be a purchase or procurement  for resale and therefore not subject to
     the New York State or New York City Sales or Compensating  Use Taxes or any
     such taxes of cities or counties.  The sale of such  supplies and materials
     sold hereunder  shall be a purchase or procurement for resale and therefore
     not  subject to the New York  State or New York City Sales or  Compensating
     Use  Taxes  or any such  taxes  of  cities  or  counties.  The sale of such
     supplies  and  materials by THE  CONTRACTOR  to THE CITY is exempt from the
     aforesaid  sales or compensating  use taxes.  With respect to such supplies
     and materials, THE CONTRACTOR, at the request of THE CITY, shall furnish to
     THE CITY such bills of sale and other instruments as may be required by it,
     properly executed, acknowledged and delivered assuring to THE CITY title to
     such  supplies  and  materials,  free of  liens  or  encumbrances,  and THE
     CONTRACTOR  shall make or  otherwise  identify  all such  materials  as the
     property of THE CITY.


Revised November 1, 1996               -22-                          RS-29

<PAGE>

(d)  Title to all materials to be sold by THE CONTRACTOR to THE CITY pursuant to
     the  provisions of the contract  shall  immediately  vest in and become the
     sole  property of THE CITY upon  delivery of such supplies and materials to
     the  site and  prior to its  becoming  a part of the  permanent  structure.
     Notwithstanding  such transfer of title, THE CONTRACTOR shall have the full
     and  continuing  responsibility  to install such  materials and supplies in
     accordance  with the provisions of this agreement,  protect them,  maintain
     them in a proper condition and forthwith repair,  replace and make good any
     damage thereto,  theft or  disappearance  thereof,  and furnish  additional
     materials in place of any that may be lost,  stolen, or rendered  unusable,
     without  cost to THE  CITY,  until  such  time as the work  covered  by the
     contract is fully accepted by THE CITY.  Such transfer of title shall in no
     way  affect any of THE  CONTRACTOR's  obligations  hereunder.  In the event
     that,  after  title  has  passed  to THE  CITY,  any of such  supplies  and
     materials  are rejected as being  defective  or  otherwise  unsatisfactory,
     title to all such  supplies  and  materials  shall be  deemed  to have been
     transferred back to THE CONTRACTOR.

(e)  The  purchase by  sub-contractors  of  supplies  and  materials  to be sold
     hereunder  shall  also be a  purchase  or  procurement  for  resale  to THE
     CONTRACTOR (either directly or through other  subcontractors) and therefore
     not subject to the aforesaid Sales or Compensating Use Taxes, provided that
     the  sub-contract  agreements  provide for the resale of such  supplies and
     materials  prior to and separate and apart from the  incorporation  of such
     supplies  and  materials  into the  permanent  construction  and that  such
     sub-contract  agreements  are in form similar to this contract with respect
     to the  separation  of the sale of  materials  from  the  work  and  labor,
     services,  consumable  supplies and any other  matters to be provided,  and
     provided further that the sub-contract  agreements  provide separate prices
     for (1) materials and (2) all other services and matters.  Such  separation
     shall  actually  be followed  in  practice,  including  the  separation  of
     payments for supplies  and  materials  from the payments for other work and
     labor and other things to be provided.

(f)  THE  CONTRACTOR and his  sub-contractors  and material men shall obtain any
     and  all  necessary  contractor  Exempt  Purchase  Certificates  or  resale
     certificates  from the  appropriate  governmental  agency or agencies,  and
     furnish a contractor Exempt Purchase  Certificate or resale  certificate to
     all persons,  firms, or corporations  from which they purchase supplies and
     materials for the performance of the work covered by this Contract.

(g)  In the event any of the  provisions  of the  agreement  to which this is an
     addendum  shall be deemed to be in  conflict  with this  addendum  or shall
     create any ambiguity, then the addendum shall control.


ARTICLE 60B.   In accordance with the provisions of Section  1403.3-2.25,  Noise
-----------
abatement contract  compliance,  of Part III of Chapter 57 of the Administrative
Code of THE CITY:

1.   Devices and activities  which will be operated,  conducted,  constructed or
manufactured  pursuant to this contract and which are subject to the  provisions


Revised November 1, 1996               -23-                          RS-29

<PAGE>

of  the  New  York  City  Noise  Control  Code  shall  be  operated,  conducted,
constructed manufactured without causing a violation of the code.

2.   Such devices and activities shall incorporate  advances in the art of noise
control  developed  for the kind and level of noise  emitted or produced by such
devices  and  activities,   in  accordance  with   regulations   issued  by  the
Administrator  of  the  Environmental  Protection  Administration.   Regulations
promulgated pursuant to Section 1403.3-2.25 after the execution of this contract
shall not alter its terms, conditions and specifications.

ARTICLE 61.    If  this  contract  contains  any  unlawful  provision,   not  an
----------
essential  part of the general  structure of the contract and which shall appear
not to  have  been a  controlling  or very  material  inducement  to the  making
thereof,  the same shall be deemed of no effect and shall,  upon the application
of either  party,  be stricken from the contract  without  affecting the binding
force of the contract as it shall remain the omitting such provision.

ARTICLE 62.    If the employees  engaged on the work to be performed  under this
----------
contract  are  required  to be  insured  by  the  provisions  of  the  Workmen's
Compensation Law, and acts amendatory  thereof,  this Contract shall be void and
of no effect unless the person,  firm or  corporation  making or performing  the
same shall secure  compensation  for the benefit of and keep insured  during the
life of said Contract, such employees, in compliance with the provisions of said
law.

                         PREVAILING WAGE AND SUPPLEMENTS
                         -------------------------------
                (Section 230, et seq.- New York State Labor Law)
                 ----------------------------------------------

ARTICLE 63.
----------
If the work of this  contract is covered by the  provisions of Labor Law Section
220 (Labor Upon Public Works) or Section 230 (Building Services),  the following
provision(s) shall apply:

THE CONTRACTOR  must strictly  comply with all applicable  provisions of the New
York State  Labor Law,  including  amendments  thereto,  and the  provisions  of
Section 6-109 of the New York City Administrative Code, as amended.

No laborer, workmen, or mechanic in the employ of THE CONTRACTOR,  subcontractor
or  other  person  doing  or  contracting  to do the  whole  or part of the work
contemplated  by this contract  shall be permitted or required to work more than
eight  hours in any one  calendar  day,  or more than five days in any one week,
except in cases of  extraordinary  emergency  including fire, flood or danger to
life or property,  or in case of national  emergency  when so  proclaimed by the
President of the United States of America, or in any other case provided by law.

In situations in which there are not sufficient laborers,  workmen and mechanics
who may be  employed to carry on  expeditiously  the work  contemplated  by this
contract as a result of such  restrictions  upon the number of hours and days of
labor, and the immediate commencement of prosecution or completion without undue
delay of the work is necessary for the  preservation of the contract site and/or
for the  protection  of the life and limb of the  persons  using the same,  such


Revised November 1, 1996               -24-                          RS-29


<PAGE>

laborers, workmen and mechanics shall be permitted or required to work more than
eight  hours in any one  calendar  day;  or five days in any one week;  provided
however,  that upon  application of any contractor THE DIRECTOR shall have first
certified  to the  industrial  Commissioner  of the  State of New York that such
public  work is of an  important  nature  and  that a delay  in  carrying  it to
completion would result in serious  disadvantages  to the public;  and provided,
further,  that such Industrial  Commissioner  shall have determined that such an
emergency  does in fact exist as provided in  Subdivision  two of Section 220 of
the Labor Law.

Failure  of  THE  DIRECTOR  to  make  such  a  certificate   to  the  Industrial
Commissioner  shall not entitle THE  CONTRACTOR  to damages for delay or for any
cause whatsoever.

No part of the work,  labor or services  shall be  performed  or rendered by THE
CONTRACTOR in any plants, factories, buildings, or surroundings or under working
conditions  which are  unsanitary  or  hazardous  or dangerous to the health and
safety of employees engaged in the performance of the contract.  Compliance with
the safety,  sanitary and factory inspection laws of the state in which the work
is to be performed shall be prima facie evidence of compliance with

A.   The  wage  which  THE  CONTRACTOR  shall  pay for a legal  day's  work  and
     supplements  to be provided to building  service  employees,  as defined in
     Section  230 of the New York State  Labor Law,  employed  upon the whole or
     part of the building service work contemplated by this contract,  shall not
     be less than the prevailing rate of wages and any  supplements  required to
     be paid to the various  classes of employees on such work,  ascertained and
     determined  by the  Comptroller  of the City of New York as set  forth in a
     schedule. Said schedule is attached to this Contract.

B.   No later  than  the  first  day  upon  which  work on this  contract  is to
     commence,  THE CONTRACTOR shall post in a prominent and accessible place on
     the  site  of  work a  legible  statement  of the  wages  to be paid to the
     employees for the building service work contemplated.  Such statement shall
     be in the language(s) spoken on the job site.

C.   An  apprentice  in a craft or trade my be permitted to work at a wage lower
     than that established for the journeyman in such craft or trade only if all
     of the following conditions are met:

     (1)  such apprentice has been individually  registered in an apprenticeship
          program which is duly  registered  with the New York State  Industrial
          Commissioner in conformity with Article 23 of the New York State Labor
          Law,

     (2)  such apprentice's registration occurred prior to his/her employment as
          an apprentice on such craft or trade service work; and

     (3)  written  proof of such  individual  registration  is  submitted to THE
          BOARD prior to such  apprentice's  employment  as an  apprentice.  The
          proof submitted shall include  evidence of the appropriate  ratios and
          apprentice's  wage rates. In no event shall the ratio of apprentice to


Revised November 1, 1996               -25-                          RS-29

<PAGE>

          journeyman employed on such service work by greater than the lesser of
          the following rate:

               (a) the ratio permitted in the apprenticeship program approved by
               the industrial commissioner, or

               (b) the ratio  prevailing in the locality  where the service work
               will be performed.

OVERTIME (Section 232 - New York State Labor Law)
------------------------------------------------
All building service employees, who work more than eight hours in any one day or
more than forty hours in any work week, shall be paid wages for such overtime by
THE  CONTRACTOR,  at  a  rate  not  less  than  one-and-one-half  times  his/her
prevailing basic hourly rate.

RECORD KEEPING (Section 233 - New York State Labor Law)
------------------------------------------------------
A.   THE  CONTRACTOR  shall  keep  original  payrolls  or  transcripts   thereof
subscribed and confirmed by it as true, under penalties of perjury,  showing the
hours and days worked by such employee,  the craft, trade or occupation at which
he/she was employed, and the wages paid.

B.   Where the wages  paid  include  sums  which  are not paid  directly  to the
employee  weekly and which are  expended  for  supplements,  the  records  shall
include the hourly payment on behalf of such employee,  the supplement for which
such payment has been made,  and the name and address of the person to whom such
payment  has been  made.  In all  cases,  THE  CONTRACTOR  shall keep a true and
inscribed copy of the agreement  under which such payments are made, a record of
all net  payments  made  thereunder,  and a list of all  persons  for whom  such
payments are made.

C.   The records  required  herein  shall be kept on the site of the work during
all of the time that work hereunder is being  performed.  Upon a formal order of
THE BOARD or the City, THE CONTRACTOR shall produce within five (5) days, on the
work site, such records  subscribed and affirmed by it as true,  under penalties
of perjury.

CERTIFICATION OF WAGE AMOUNTS (Section 237 - New York State Labor Law)
----------------------------------------------------------------------
As a  prerequisite  to  any  payment  by  THE  BOARD,  THE  CONTRACTOR  and  its
Subcontractors shall file a statement in writing and in form satisfactory to the
Comptroller  of the City of New York,  certifying  to the  amounts  then due for
daily or weekly wages on account of labor performed under this Contract, setting
forth the names of the  persons  whose  wages are  unpaid and the amount due THE
CONTRACTOR or Subcontractor on behalf of each respectively. The statement, to be
filed, shall be certified by oath of THE CONTRACTOR or Subcontractor that it has
been read and that THE  CONTRACTOR  or  Subcontractor  knows the contents of the
statement to be true of his/her own knowledge.

DAILY SIGN IN SHEETS
--------------------
THE CONTRACTOR  shall  maintain  daily site sign-in sheets,  which shall include
blank spaces for the employee's  name to be both printed and signed,  job title,
date started and the employee's social security number.



Revised November 1, 1996               -26-                          RS-29


<PAGE>

CERTIFIED PAYROLL
-----------------
At the time THE CONTRACTOR  makes  application  for each partial payment and for
final  payment,  THE CONTRACTOR  shall submit to the Director a written  payroll
certification,  in the form provided by this  Contract,  of compliance  with the
prevailing wage, minimum wage and other provisions and stipulations  required by
New York State Labor Law  Section 237 and by Section  6-109 of the New York City
Administrative  Code.  This  certification,  in compliance  with this paragraph,
shall be a condition  precedent to payment,  and no payment shall be made to THE
CONTRACTOR  unless and until each such  certification  has been submitted to and
received by the Director.


ARTICLE 63A.  BOOKS AND RECORDS
------------

MAINTENANCE
-----------
THE  CONTRACTOR  agrees  to  maintain  separate  and  accurate  books,  records,
documents and other  evidence and  accounting  procedures  and  practices  which
sufficiently  and property  reflect all direct and indirect  costs of any nature
expended in the performance of this Agreement.

RETENTION OF RECORDS
--------------------
THE CONTRACTOR agrees to retain all books,  records and other documents relevant
to this  Agreement for six (6) years  following the final payment or termination
of this Agreement New York City, New York State,  Federal auditors and any other
persons duly  authorized by the BOARD shall have full access to and the right to
examine any of the said materials during the six year period.

NO REMOVAL OF RECORDS FROM PREMISES
-----------------------------------
Where  performance  of this  Agreement  involves use by THE  CONTRACTOR of BOARD
papers,  files,  data or records at BOARD facilities or offices,  THE CONTRACTOR
shall not remove any such papers,  files,  data or records therefrom without the
prior approval of the BOARD'S designated official.

ARTICLE 64.    I. Policy.  It is the policy of THE BOARD in accordance  with the
               ---------
Labor Law of the State of New York and other  applicable  laws to provide  equal
opportunity in employment for all qualified persons, to prohibit  discrimination
in  employment  because  of race,  creed,  color or  national  origin  or sexual
orientation or  affectational  preference and to promote the full realization of
equal  employment  opportunity  through an  affirmative,  continuing  program of
compliance  by  all  contractors   doing  business  with  THE  BOARD  and  their
sub-contractors.

II. Implementation. (a) THE CONTRACTOR agrees to abide by and to comply with the
------------------
policy of THE  BOARD as set forth by  Section  I above  and  hereby  agrees  and
stipulates  to abide by and be bound by his "Program of  Affirmative  Action" as
set forth in the "Instructions To Bidders," the same being  incorporated in this
contract and made a part thereof.



Revised November 1, 1996               -27-                          RS-29

<PAGE>

(b)  THE CONTRACTOR agrees that THE BOARD shall have the sole right to determine
     whether he has  engaged in  discriminatory  labor  practices  as  hereafter
     defined.

(c)  Discriminatory   labor   practices  are  defined  to  be  existent  when  a
     contractor,  because of the age, race, creed, color, national origin or sex
     or  sexual  orientation  or  affectational  preference  of any  individual,
     refuses to hire or employ or to bar or to discharge  from  employment  such
     individual or to discriminate against such individual in compensation or in
     terms, conditions, or privileges of employment.

(d)  THE CONTRACTOR agrees to post in conspicuous  places available to employees
     and applicants for employment,  notices to be provided by THE BOARD setting
     forth  the  language  of  the  policy  of  THE  BOARD,  the  definition  of
     discriminatory   labor  practices  and  "Notice  of   Nondiscrimination  in
     Employment" attached herewith and made a part hereof.


(e)  THE CONTRACTOR agrees that all solicitations or advertisement for employees
     placed by or on behalf of THE  CONTRACTOR  will  state  that all  qualified
     applicants will be considered for employment without regard to race, creed,
     color, or national origin.

(f)  THE CONTRACTOR  agrees to send to each labor union or other  representative
     of workers  with which he has a  collective  bargaining  agreement or other
     contract or understanding,  a notice with a copy to THE CONTRACT COMPLIANCE
     OFFICER,  advising  the  labor  union  or  workers'  representative  of THE
     CONTRACTOR's commitments under this contract.

(g)  THE  CONTRACTOR  agrees to furnish  THE  CONTRACT  COMPLIANCE  OFFICER  all
     information  and  reports  requested  and to permit  access  to his  books,
     records,  and  accounts,  for the  purpose of  investigation  to  ascertain
     compliance with the terms of this contract  pertaining to equal  employment
     contract compliance and questions of discriminatory labor practices.

(h)  It  is  agreed   that  if  THE   CONTRACTOR   does  not  comply   with  the
     nondiscrimination  labor practice  provisions of this  contract,  as solely
     determined by THE BOARD,  this contract may be  cancelled,  terminated,  or
     suspended in whole or in part and THE CONTRACTOR may be declared ineligible
     for  further  Board of  Education  contracts  and/or  subject to such other
     sanctions  as may be  imposed  and  remedies  invoked  by THE  BOARD in its
     discretion.

(i)  THE CONTRACTOR agrees to submit to THE CONTRACT  COMPLIANCE OFFICER monthly
     reports  indicating  the  breakdown  of all of his  employees by racial and
     ethnic classification.

(j)  THE CONTRACTOR agrees that he will include all of the foregoing  provisions
     in every  subcontract  or purchase order so that such  provisions  shall be
     binding upon each sub-contractor or vendor.



Revised November 1, 1996               -28-                          RS-29


<PAGE>

(k)  THE CONTRACT  COMPLIANCE  OFFICER may direct that any bidder or prospective
     contractor  or  sub-contractor  shall  submit,  as part  of his  Compliance
     Report, a statement in writing, signed by an authorized officer or agent on
     behalf of any labor union or any agency  referring  workers or providing or
     supervising  apprenticeship  or other  training,  with  which the bidder or
     prospective  contractor deals, with supporting  information,  to the effect
     that the signer's practices and policies do not discriminate on the grounds
     of race, creed,  color, or national origin, and that the signer either will
     affirmatively  cooperate in the implementation of the policy and provisions
     of  this  contract  or  that  it  consents  and  agrees  that  recruitment,
     employment,  and the terms and conditions of employment  under the proposed
     contract  shall be in accordance  with the purposes and  provisions of this
     contract. In the event that the union or the agency shall refuse to execute
     such a statement, the Compliance Report shall so certify and set forth what
     efforts  have been made to secure  such a  statement,  and such  additional
     factual material as THE BOARD may require.

(l)  Powers And Duties of THE BOARD.  THE BOARD shall  administer  this  program
     ------------------------------
     through  its  CONTRACT  COMPLIANCE  OFFICER,  and shall have the  following
     powers and duties:

     (1)  Issue all orders,  rules,  regulations  and  procedures as it may deem
          necessary or convenient for carrying out and  implementing  the policy
          set forth in Section I.

     (2)  Examine the employment  practices of any contractor or  sub-contractor
          to  determine  whether  or not the  contractual  provisions  set forth
          herein have been violated.

     (3)  Use its best  efforts,  directly and through  other  interested  CITY,
          state and  federal  agencies,  contractors,  and all  other  available
          instrumentalities,  to cause any labor union whose members are engaged
          in the performance of this contract,  or any agency referring  workers
          or providing for supervising  apprenticeship or training for or in the
          course of such Work, to cooperate in the  implementation of the policy
          set forth in Section I.

     (4)  In appropriate cases, notify the concerned contracting  agencies,  THE
          CITY  Commission  on Human  Rights,  the  State  Commission  for Human
          Rights, the Equal Opportunity Commission, the U.S. Secretary of Labor,
          THE CITY Law  Department,  the U.S.  Department  of Justice,  or other
          appropriate  Federal,  State, and CITY agencies whenever it has reason
          to believe  that  practices of any such labor  organization  or agency
          violate  Title VI or Title VII of the  Civil  Rights  Act of 1964,  or
          other applicable provisions of Federal, State, or CITY laws.

     (5)  Hold such  hearings,  public or private,  as it may deem advisable for
          compliance, enforcement or education purposed, or by rule, regulation,
          or order, designated or direct any officer or employee of THE BOARD to
          do so.

     (6)  Upon recommendation of THE CONTRACT COMPLIANCE OFFICER, hold, or cause
          to be held, hearings, prior to imposing,  ordering or recommending the
          imposition  of sanctions as provided  for in this  contract.  No order


Revised November 1, 1996               -29-                          RS-29


<PAGE>

          withholding from any contractor  further Board of Education  contracts
          shall be made without  affording such  contractor an opportunity for a
          hearing.

     (7)  Periodically  review  the  practices  and  procedures  of the  various
          bureaus and officers of THE BOARD administering  contract with respect
          to compliance by them with the provisions of THE BOARD's policy as set
          forth in Section I herein, and require them to file reports thereon.

(m)  Sanctions  and  Remedies.  In  accordance  with  such  rules,   regulations
     ------------------------
     procedures or orders as THE BOARD may issue or adopt  hereunder,  THE BOARD
     may:

     (1)  Recommend  to THE CITY Law  Department  that,  in cases where there is
          substantial  or material  violation,  or the threat of  substantial or
          material  violation of the  contractual  provisions of this  contract,
          appropriate   proceedings  be  brought  to  enforce  such  provisions,
          including the enjoining,  within the limitations of applicable law, of
          organizations,   individuals,  or  groups  who  prevent,  directly  or
          indirectly,  or seek to prevent,  directly or  indirectly,  compliance
          with the provisions of this contract.

     (2)  Recommend to THE CITY Commission on Human Rights, the State Commission
          for Human Rights, the Equal Opportunity Commission, the U.S. Secretary
          of Labor, THE CITY Law Department,  or the U.S.  Department of Justice
          that  appropriate  proceedings  be  instituted  under Title VII of the
          Civil Rights Act of 1964, or other  applicable  provisions of Federal,
          State, or CITY laws.

     (3)  Recommend  that criminal  proceedings be brought for the furnishing of
          false information to THE BOARD.

     (4)  Whenever  THE BOARD  cancels or  terminates a contract or whenever the
          award of further Board of Education  contracts has been withheld under
          the  provisions of this contract  because of  non-compliance  with the
          contract  provisions  relating to  nondiscrimination,  THE BOARD shall
          promptly notify THE COMPTROLLER of THE CITY.

(n)  In the  event  that  dispute  arises  between  the  bidder  or  prospective
     contractor and THE BOARD as to whether the proposed  program of affirmative
     action for providing equal employment  opportunity submitted by such bidder
     or prospective  contractor  complies with such requirements then the matter
     shall forthwith be referred to the Board of Review of THE BOARD for hearing
     and determination. The determination of such Board of Review shall be final
     and conclusive, subject only to judicial review.

(o)  Miscellaneous.  THE BOARD may delegate to any  officer,  bureau  head,  or
     -------------


Revised November 1, 1996               -30-                          RS-29

<PAGE>

employee  any  function or duty of THE BOARD set forth under the  provisions  of
this Article,  except authority to promulgate rules and regulations of a general
nature.

(p)  The provisions of Sections I and II shall be deemed  supplementary  to, and
     not in lieu of, or in  substitution  for,  the  provisions  of the New York
     State  Labor  Law  relating  to  nondiscrimination,  and  other  applicable
     Federal, State, or CITY laws, ordinances, rules or regulations.

ARTICLE  64A. a. THE  CONTRACTOR  agrees that  neither  THE  CONTRACTOR  nor any
------------
substantially-owned  affiliated company is participating or shall participate in
an  international   boycott  in  violation  of  the  provisions  of  the  Export
Administration Act of 1969, as amended,  or the regulations of the United States
Department of Commerce promulgated thereunder.

b.   Upon the final determination by the Commerce Department or any other agency
     of  the  United  States  as  to,  or  conviction  of  THE  CONTRACTOR  or a
     substantially-owned   affiliated  company  thereof,   participation  in  an
     international  boycott  in  violation  of  the  provisions  of  the  Export
     Administration  Act of 1969,  as amended,  or the  regulations  promulgated
     thereunder,  THE  COMPTROLLER  may, at his option,  render forfeit and void
     this Contract.

c.   THE CONTRACTOR shall comply in all respects, with the provisions of Section
     343-10.0  of the  Administrative  Code  of  THE  CITY  and  the  rules  and
     regulations issued by THE COMPTROLLER thereunder.

                             NO LIABILITY PROVISION
                             ----------------------

ARTICLE 65.    Neither  the  members  of the  Board nor the  Chancellor  nor any
----------
officer,  employee, agent or representative of the Board or of the City shall be
personally liable,  based upon any theory of law or equity, to the Contractor or
to any party  claiming  on behalf  of or  through  the  Contractor,  under  this
Agreement,  to act in any way connected with this Agreement,  whether or not the
action or failure  to act  complained  of shall  have been  within or without an
individual's  scope of  authority.  The  Contractor  further  waives any and all
rights to make a claim or  commence an action or special  proceeding,  in law or
equity, against any of the aforementioned individuals, and the Contractor hereby
assigns its complete right,  title, and interest in any such claim,  action,  or
special proceeding to the Board.

                                     CLAIMS
                                     ------

ARTICLE 65A.   If  THE  CONTRACTOR  shall  claim  compensation  for  any  damage
-----------
sustained  by reason of any act or omission  of THE BOARD,  its agents or if any
other person,  or should THE  CONTRACTOR  claim that any work required of him is
not required to be  performed  by the  provisions  of this  contract,  he shall,
within  ten days after  sustaining  such  damage or within ten days after  being
required to perform  work  claimed by him not to be required to be  performed by
the  provisions  of this  contract,  make and deliver to THE  DIRECTOR a written
statement  of the nature of the damage  sustained  and of the basis of the claim
against THE BOARD.  On or before  forty-five  days after such damage  shall have


Revised November 1, 1996               -31-                          RS-29

<PAGE>

been  sustained  or such  alleged  extra work  required to be  performed  by THE
CONTRACTOR  shall have been ordered to be performed,  THE CONTRACTOR  shall make
and  deliver to THE  DIRECTOR a written  itemized  statement  of the details and
amount of such damage or extra work duly verified by THE CONTRACTOR. Unless such
statements shall be made and delivered  within the times  aforesaid,  all claims
for such compensation shall be deemed conclusively cancelled and invalidated and
THE CONTRACTOR shall not be entitled to payment on account of such claims.

In addition to the foregoing  statement,  THE CONTRACTOR shall, upon notice from
THE BOARD,  produce for examination by the representatives of THE BOARD, all his
books of account,  bills, invoices,  payrolls,  subcontracts,  time books, daily
reports,  bank deposit books,  bank statements,  check books,  cancelled checks,
showing all of his acts and  transactions  in connection  with or relating to or
arising  by reason of his  contract,  and  submit  himself  and  persons  in his
employment,  for examination under oath by any person designated by THE BOARD to
investigate claims made against THE BOARD. Unless the aforesaid statements shall
be made and filed within the time aforesaid and the aforesaid  records submitted
for  examination  and THE  CONTRACTOR  and his employees  submit  themselves for
examination  as aforesaid,  THE BOARD shall be released from all claims  arising
under, relating to or by reason of this contract,  except for the sums certified
by THE BOARD to be due under the  provisions  of this  contract.  It is  further
stipulated and agreed that no person has the power to waive any of the foregoing
provisions,  and that in any action against THE CITY or THE BOARD to recover any
sum in excess of the sums certified by THE BOARD to be due under or by reason of
this  contract,  THE CONTRACTOR  must allege in his complaint and prove,  at the
trial, full compliance with the provisions of this article.

And in addition to the  foregoing,  after the  commencement  of an action by THE
CONTRACTOR  arising  under or by reason of this  contract,  THE BOARD shall also
have the right by its  attorney,  upon  written  notice from said  attorney,  to
require THE  CONTRACTOR to produce for  examination  under oath by said attorney
the above  described books and documents of THE CONTRACTOR and to submit himself
and  persons  in his  employ  for  examination  by  said  attorney.  Unless  THE
CONTRACTOR  submits the said records,  himself and his employees for examination
by the said  attorney  as  aforesaid,  the  action  of THE  CONTRACTOR  shall be
dismissed.

ARTICLE 66.    No claim whatsoever  shall be made by THE CONTRACTOR  against any
----------
officer,  agent,  or  employee  of THE BOARD or THE CITY  for,  on  account  of,
anything done or omitted to be done in connection with this contract.

ARTICLE 67.    No action  shall lie or be  maintained  against  THE BOARD or THE
----------
CITY upon any claim based upon this  contract or arising out of this contract or
out of anything done in connection with this contract,  unless such action shall
be commences within one year after the date of acceptance of the work under this
contract by THE BOARD;  or if the contract  provides that any part of the moneys
earned  under the contract be retained  for any periods  after such  acceptance,
actions to recover such retained moneys be commenced  within six months from the
date when such  retained  moneys  shall  become  payable  under the terms of the
contract,  or, if this contract be terminated or declared abandoned by THE BOARD


Revised November 1, 1996               -32-                          RS-29

<PAGE>

under  the  provisions  of  Article  21 of this  contract,  such  action  by THE
CONTRACTOR or anyone claiming under the contract be commenced  within six months
from the date of such  termination  or  declaration of abandonment by THE BOARD.
THE CONTRACTOR or anyone claiming under THE CONTRACTOR, shall not be entitled to
any additional time to begin anew any other action if action be commenced within
the times herein  specified be dismissed or  discontinued,  notwithstanding  any
provision of the Civil Practice Laws and Rules to the contrary.

ARTICLE 68.    (No Text)
----------

ARTICLE 69.    The acceptance by THE CONTRACTOR, or by his legal representatives
----------
or assigns, of the final payment as finally audited and paid by THE COMPTROLLER,
whether such  payment be made  pursuant to any judgment or order of any court or
otherwise,  shall  operate  as and shall be a full and  complete  release of THE
BOARD and THE CITY, of and from any and all claims, demands and causes of action
whatsoever,  which  THE  CONTRACTOR  and  any  of  his  sub-contractors,   legal
representatives  or assigns have or may have  against THE BOARD or THE CITY,  by
reason of any matter or thing  arising from,  connected  with or related to this
contract and the performance of the work hereunder, except as to such sums which
shall be expressly  stated by THE BOARD,  in its resolution of acceptance of the
work, as being sums which are to be retained by THE BOARD and to become  payable
after the final  payment.  No interest  shall be allowed  upon the amount of the
final payment as audited by THE  COMPTROLLER  or upon any part thereof which The
Treasurer  of THE CITY is ready and willing to pay under the final  certificate.
THE  CONTRACTOR,  however,  shall not be barred  from  commencing  an action for
breach of contract under this  provision,  provided that a detailed and verified
statement of claim is served upon the  contracting  agency and  Comptroller  not
later than forty days after the  mailing of such final  payment.  The  statement
shall  specify  the items  upon which the claim will be based and any such claim
shall be limited to such items.

                              GUARANTY AND WARRANTY
                              ---------------------

ARTICLE 70.    THE  CONTRACTOR  does hereby warrant all work and materials to be
----------
in full and  complete  accordance  with the  contract  and all plans,  drawings,
addenda,  amendments,  specifications and requirements  appertaining thereto and
that all work and materials are free from any and all defects and imperfections,
and fully suitable  for the use and  purposes  for which  each and every part is
intended.  THE CONTRACTOR also agrees that,  should any defect develop or appear
which THE DIRECTOR  finds was not caused by improper use, THE  CONTRACTOR  shall
promptly upon demand, fully correct, substitute and make good any such defective
material  without any cost to THE BOARD and will save THE BOARD harmless against
any claim, demand, loss or damage by reason of any breach of this warranty.

Except as  hereinafter  provided,  the period of this warranty shall commence on
the  date on which  THE  DIRECTOR  certifies  that  all  contract  work has been
completed.


Revised November 1, 1996               -33-                          RS-29

<PAGE>

The warranty shall continue to be in full force and effect for the period of one
year,  except as to those items with regard to which a longer period of warranty
is  specifically  stated  in the  Specifications,  and  as to  those  items  the
aforesaid  warranty  shall  continue in full force and effect for the respective
periods expressly stated therein.

ARTICLE 71.    Where guarantees and bonds are required by the specification,  no
----------
final payment shall be due until THE CONTRACTOR provides all such guarantees and
bonds  required,  with  sureties  satisfactory  to THE BOARD and in the form and
amount  set  forth  in the  specifications.  THE  CONTRACTOR  shall  obtain  all
manufacturers' warranties and guarantees of all equipment and materials required
by this contract in the name of THE BOARD, and shall deliver same to THE BOARD.

ARTICLE 72.    In case any work that may be required to be  performed  under the
----------
terms of a guaranty  is not  performed  by THE  CONTRACTOR  promptly  after such
notice from THE DIRECTOR,  THE BOARD may have such work  performed by others and
charge the cost thereof to THE CONTRACTOR.

ARTICLE 72A.   The vendor  (CONTRACTOR)  hereby assigns,  sells and transfers to
-----------
THE BOARD and THE CITY,  all right,  title and  interest in and to any claim and
causes  of action  arising  under the  antitrust  laws of New York  State or the
United States relating to the particular goods or services purchased or procured
by THE CITY under this contract.

                              INVESTIGATION CLAUSE
                              --------------------

ARTICLE 73.
-----------
1.1 The parties to this agreement  agree to cooperate  fully and faithfully with
any investigation,  audit or inquiry conducted by a State of New York or City of
New York  governmental  agency or  authority  that is  empowered  directly or by
designation to compel the attendance of witnesses and to examine witnesses under
oath, or conducted by the Inspector  General of a governmental  agency that is a
party  in  interest  to the  transaction,  submitted  bid,  submitted  proposal,
contract,  leases,  permit, or license that is the subject of the investigation,
audit or inquiry.

1.2a If any  person  who has been  advised  that his or her  statement,  and any
     information from such statement, will not be used against him or her in any
     subsequent  criminal  proceeding  refuses to testify before a grand jury or
     other governmental agency or authority empowered directly or by designation
     to compel the attendance of witnesses and to examine  witnesses  under oath
     concerning the award of or performance  under any  transaction,  agreement,
     lease,  permit,  contract,  or license entered into THE CITY, the State, or
     any  political  subdivision  or  public  authority  thereof,  or  the  Port
     Authority of New York and New Jersey, or any local development  corporation
     within THE CITY, or any public benefit corporation organized under the laws
     of the State of New York, or;

1.2b If any person  refuses to testify for a reason other than the  assertion of


Revised November 1, 1996               -34-                          RS-29

<PAGE>

     his or her privilege against self incrimination in an investigation,  audit
     or inquiry  conducted by a CITY or State  governmental  agency or authority
     empowered  directly or by designation to compel the attendance of witnesses
     and to take  testimony  under  oath,  or by the  Inspector  General  of the
     governmental  agency  that  is a  party  in  interest  in,  and is  seeking
     testimony  concerning the award of, or performance  under, any transaction,
     agreement,  lease, permit, contract, or license entered into with THE CITY,
     the State, or any political  subdivision  thereof or any local  development
     corporation within THE CITY, then;

1.3a The  commissioner or agency head whose agency is a party in interest to the
     transaction, submitted bid, submitted proposal, contract, lease, permit, or
     license shall  convene a hearing,  upon not less than five (5) days written
     notice to the parties  involved to determine if any penalties should attach
     for the failure of a person to testify.

1.3b If any non-governmental  party to the hearing requests an adjournment,  the
     commissioner or agency head who convened the hearing may, upon granting the
     adjournment,  suspend any contract,  lease,  permit, or license pending the
     final  determination  pursuant  to  paragraph  1.5 below  without  THE CITY
     incurring any penalty or damages for delay or otherwise.

1.4  The  penalties  which  may  attach  after  a  final  determination  by  the
     commissioner or agency head may include but shall not exceed:

     (a)  The  disqualification  for a period not to exceed  five (5) years from
          the date of an adverse  determination for any person, or any entity of
          which such person was a member at the time the  testimony  was sought,
          from  submitting  bids for, or transacting  business with, or entering
          into or obtaining any contract,  lease, permit or license with or from
          THE CITY; and/or

     (b)  The  cancellation  or  termination  of any and all such  existing CITY
          contracts,  leases,  permits or  licenses  that the refusal to testify
          concerns  and that have not been  assigned  as  permitted  under  this
          agreement,  nor the proceeds of which pledged,  to an unaffiliated and
          unrelated institutional leader for fair value prior to the issuance of
          the notice  scheduling  the hearing;  without THE CITY  incurring  any
          penalty or damages on  account of such  cancellation  or  termination;
          monies lawfully due for goods delivered,  work done,  rentals, or fees
          accrued prior to the cancellation or termination  shall be paid by THE
          CITY.

1.5  The  commissioner or agency head shall consider and address in reaching his
     or her determination and in assessing an appropriate penalty the factors in
     paragraphs (a) and (b) below. He or she may also consider,  if relevant and
     appropriate,  the criteria  established  in paragraphs (c) and (d) below in
     addition to any other information which may be relevant and appropriate;

     (a)  The parties' good faith  endeavors or lack thereof to cooperate  fully
          and faithfully with any governmental investigation or audit, including
          but not limited to the discipline, discharge, or disassociation of any


Revised November 1, 1996               -35-                          RS-29


<PAGE>

          person  failing to testify,  the  production  of accurate and complete
          books and records, and the forthcoming testimony of all other members,
          agents, assignees or fiduciaries whose testimony is sought.

     (b)  The  relationship  of the person who  refuses to testify to any entity
          that is a party to the hearing, including, but not limited to, whether
          the person whose testimony is sought has an ownership  interest in the
          entity  and/or the degree of authority and  responsibility  the person
          has within the entity.

     (c)  The  nexus of the  testimony  sought  to the  subject  entity  and its
          contracts, leases, permits or licenses with THE CITY.


     (d)  The effect a penalty may have on a unaffiliated and unrelated party or
          entity  that  has a  significant  interest  in an  entity  subject  to
          penalties under 1.4 above, provided that the party or entity has given
          actual notice to the  commissioner or agency head upon the acquisition
          of the interest,  or at the hearing  called for in 1.3 (a) above gives
          notice and proves that such interest was  previously  acquired.  Under
          either  circumstance  the party or entity must present evidence at the
          hearing demonstrating the potential adverse impact a penalty will have
          on such person or entity.

1.6  (a)  The term  "license"  or "permit" as used herein  shall be defined as a
          license,  permit,  franchise or concession  not granted as a matter of
          right.

     (b)  The term  "person"  as used  herein  shall be defined  as any  natural
          person doing  business  alone or  associated  with  another  person or
          entity as a partner, director, officer, principal, or employee.

     (c)  The term  "entity"  as used  herein  shall  be  defined  as any  firm,
          partnership, corporation, association, or person that receives monies,
          benefits,  licenses,  leases,  or permits  from or through THE CITY or
          otherwise transacts business with THE CITY.

     (d)  The term  "member"  as used  herein  shall be  defined  as any  person
          associated  with  another  person or entity  as a  partner,  director,
          officer, principal or employee.

1.7  In addition to and not  withstanding  any other provision of this agreement
     the Commissioner or agency head may in his or her sole discretion terminate
     this  agreement  upon not less than  three (3) days  written  notice in the
     event contractor fails to promptly report in writing to the Commissioner of
     Investigation  of THE CITY any solicitation of money,  goods,  requests for
     future  employment or other  benefit or thing of value,  by or on behalf of
     any employee of THE CITY or other person,  firm,  corporation or entity for
     any purpose  which may be related to the  procurement  or obtaining of this
     agreement by THE CONTRACTOR, or affecting the performance of this contract.


Revised November 1, 1996               -36-                          RS-29

<PAGE>

ARTICLE 74.    THE DIRECTOR may, at any time, terminate this contract by written
notice to THE CONTRACTOR and in such event:

1. THE CONTRACTOR shall upon receipt of such notice,  unless otherwise  directed
by THE DIRECTOR:

     (a)  stop work on the date specified in the notice;

     (b)  take  such  action  as  may  be  necessary  for  the   protection  and
          preservation of THE BOARD's materials and equipment;

     (c)  assign  to THE  BOARD or  deliver  to the site or any  other  location
          designated by THE DIRECTOR,  any  non-cancellable  orders for material
          and equipment that is not capable of use except in the  performance of
          this  contract  and has  been  specifically  fabricated  for the  sole
          purpose of this contract and not incorporated in the work;


     (d)  take no action which will  increase  the amounts  payable by THE BOARD
          under this contract.

2A.  On all lump sum contracts, THE BOARD will pay THE CONTRACTOR;

     (i)  its direct  costs as  hereinafter  defined or the fair and  reasonable
          value, whichever is less, for:

          (a)  the portion of the work completed up to the time of  termination,
               and

          (b)  non-cancellable material and equipment that is not capable of use
               except  in  the   performance  of  this  contract  and  has  been
               specifically fabricated for the sole purpose of this contract but
               not incorporated in the work.

B.   On all unit price contracts, THE BOARD will pay THE CONTRACTOR:
     (i)  for all  completed  units,  the units,  the unit  price  stated in the
          contract and

     (ii) for incomplete units,  payment will be made pursuant to the provisions
          of section 2A, sub-i and ii of the Article.

C.   Direct costs as used in this Article shall mean:
     (i)  the actual purchase price of material and equipment plus necessary and
          reasonable delivery costs.


Revised November 1, 1996               -37-                          RS-29

<PAGE>

     (ii) actual cost of labor involved in construction  and installation at the
          site, and

     (iii)actual cost of necessary bonds and insurance purchased pursuant to the
          requirements of this contract less any amounts the have been or should
          be returned by THE CONTRACTOR's sureties or insurance carriers.

     (iv) Direct costs shall not include overhead.

D.   In no event shall any payments under this Article exceed the contract price
     for such items.

E.   All payments  pursuant to this Article shall be in the nature of liquidated
     damages and shall be accepted by THE CONTRACTOR in full satisfaction of all
     claims against THE BOARD arising out of the termination.

3.   On contracts specifying a ceiling  ("not-to-exceed"  price), the ceiling is
     determined,  as agreed,  to be for  limitation  purposes  only and not as a
     guaranteed  sum of  the  value  of  proceed  orders  to be  granted  to the
     Contractor.  Each proceed  order is to be treated as separate and distinct,
     the  cumulative  totals  of which  will not be in  excess  of the  contract
     ceiling.
          No additional payments will be paid by the Board, upon termination, of
          any difference  between the contract ceiling  ("not-to-exceed"  price)
          and the total of all proceed orders.

4.   The Board may deduct or set off against  any sums due and payable  pursuant
     to this Article, any claims it may have against the Contractor.

5.   All payments pursuant to this Article are subject to audit and the approval
     of the Comptroller, pursuant to the provisions of the New York City Charter
     and Administrative Code.

           FORUM PROVISION CHOICE OF LAW, CONSENT TO JURISDICTION AND
           ----------------------------------------------------------
                                      VENUE
                                      -----

ARTICLE 75.
-----------
This contract  shall be deemed to be executed in the City of New York,  State of
New York, regardless of the domicile of THE CONTRACTOR, and shall be governed by
and construed in accordance with the laws of the State of New York.

The  parties  agree that any and all claims  asserted  by or against THE CITY or
Board of Education  (BOARD) arising under this contract or related thereto shall
be heard and determined either in the courts of the United States located in New
York City  ("Federal  Courts")  or in the  courts of the State of New York ("New
York State  Courts")  located in THE CITY of New York. To effect this  agreement
and intent, THE CONTRACTOR agrees:

(a)  If THE CITY and/or BOARD  initiates  any action  against THE  CONTRACTOR in
     Federal Court or in New York State Court, service of process may be made on
     THE CONTRACTOR either in person,  wherever such contractor may be found, or


Revised November 1, 1996               -38-                          RS-29

<PAGE>

     by registered  mail addressed to THE CONTRACTOR at its address as set forth
     in this contract, or to such other address as THE CONTRACTOR may provide to
     THE CITY in writing; and

(b)  With respect to any action between THE CITY and/or BOARD and THE CONTRACTOR
     in New York  State  Court,  THE  CONTRACTOR  hereby  expressly  waives  and
     relinquishes  any rights it might  otherwise have (i) to move to dismiss on
     grounds of forum non conveniens, (ii) to remove to Federal Court; and (iii)
                --------------------
     to move for a change of venue to a New York State  Court  outside  New York
     City.

(c)  With respect to any action between THE CITY and/or BOARD and THE CONTRACTOR
     in Federal Court located in New York City, THE CONTRACTOR  expressly waives
     and  relinquishes any right it might otherwise have to move to transfer the
     action to a United States Court outside the City of New York.

(d)  If THE  CONTRACTOR  commences any action against THE CITY and/or BOARD in a
     court located other than in THE CITY and State of New York, upon request of
     THE CITY and/or BOARD, THE CONTRACTOR shall either consent to a transfer of
     the  action to a court of  competent  jurisdiction  located in THE CITY and
     State of New York or, if the court  where the action is  initially  brought
     will not or cannot  transfer the action,  THE  CONTRACTOR  shall consent to
     dismiss such action without  prejudice and may thereafter  reinstitute  the
     action in a court of competent jurisdiction in New York City.

     If any provision(s) of this Article is held  unenforceable  for any reason,
     each and all other provision(s) shall nevertheless remain in full force and
     effect.

ARTICLE 76.   (No Text)
-----------

ARTICLE 77:   LOCALLY BASED ENTERPRISE PROGRAM
-----------   --------------------------------

(a)  The  Board  requests   voluntary   compliance  with  the   requirements  of
     Administrative Code 6-108.1 and the regulations promulgated thereunder.  No
     contract will be awarded  unless and until the Board has evaluated  efforts
     made by the Contractor in attempting to comply with these requirement.

(b)  Note that for mayoral agencies:

     1.   Unless specifically waived by the agency head with the approval of the
          Office of Economic and  Financial  Opportunity,  if any portion of the
          contract  is  subcontracted,  not less than ten  percent  of the total
          dollar  amount of the  contract  shall be  awarded  to  Locally  Based
          Enterprises  ("LBEs");  except that where less than ten percent of the
          total  dollar  amount of the  contract is  subcontracted,  such lesser
          percentage shall be so awarded.


Revised November 1, 1996                  -39-                  RS-29
<PAGE>

     2.   The prime contractor  shall not require  performance and payment bonds
          from LBE subcontractors.

     3.   If the  contractor  has indicated  prior to award that no work will be
          subcontracted,  no work  shall  be  subcontracted  without  the  prior
          approval  of the  agency  head,  which  shall be  granted  only if the
          contractor  makes a good  faith  effort  beginning  at least six weeks
          before the work is to be  performed  to obtain LBE  subcontractors  to
          perform the work.

     4.   If the  contractor has not  identified  sufficient LBE  subcontractors
          prior to award,  it shall sign a letter of compliance  stating that it
          complies with Administrative Code, 6-108.1,  recognizes that achieving
          the LBE  requirement is a condition of its contract,  and shall submit
          documentation  demonstrating  its good faith  efforts to obtain  LBEs.
          After  award,  the  contractor  shall begin to solicit LBEs to perform
          subcontracted  work at least six weeks before the date such work is to
          be performed and shall  demonstrate  that a good faith effort has been
          made to obtain LBEs on each  subcontract  until it meets the  required
          percentage.

     5.   Failure  of  the  contractor  to  comply  with  the   requirements  of
          Administrative   Code,   6-108.1  and  the   regulations   promulgated
          thereunder shall constitute a material breach of contract.  Remedy for
          such breach of contract  may include the  imposition  of any or all of
          the following sanctions:

     (a)  reducing a contractor's  compensation by an amount equal to the dollar
          value of the  percentage  of the LBE  subcontracting  requirement  not
          complied with;

     (b)  declaring the contractor in default:

     (c)  where non-compliance is by an LBE, de-certifying and declaring the LBE
          ineligible  to  participate  in the LBE  program for a period of up to
          three years.

ARTICLE 78. AUDIT BY THE BOARD AND CITY - All vouchers or invoices presented for
----------
payment to be made  hereunder,  and the books,  records and accounts  upon which
said vouchers or invoices are based are subject to audit by THE BOARD and by THE
COMPTROLLER of THE CITY pursuant to the powers and responsibilities as conferred
upon  said  Board  and  said  Comptroller  by the  New  York  City  Charter  and
Administrative  Code  of THE  CITY,  as  well  as  all  orders  and  regulations
promulgated pursuant thereto.

THE  CONTRACTOR  shall submit any and all  documentation  and  justification  in
support of expenditures and fees under this agreement as may be required by said
Board and said Comptroller so that they may evaluate the  reasonableness  of the
charges and shall make its records available to THE BOARD and to THE COMPTROLLER
as they consider necessary.

Revised November 1, 1996          -40-                         RS-29
<PAGE>

All books, vouchers,  records, reports, cancelled checks and any and all similar
material may be subject to periodic inspection, review and audit by the State of
New York, Federal Government and other persons duly authorized by THE CITY.

THE CONTRACTOR  shall not be entitled to final payment under the agreement until
all requirements have been satisfactorily met.

ARTICLE 79. That this  agreement is authorized  subject to the provisions of the
----------
Administrative Code and THE CITY Charter relating to a Code of Ethics and to the
policies of THE BOARD  relating to conflicts of interest.  In the event that THE
CONTRACTOR is, employs,  retains, or engages the services of any employee of THE
BOARD or former  employee of THE BOARD in  violation  of the  provisions  of the
Administrative  Code or THE CITY Charter  relating to a Code of Ethics or of the
policies of THE BOARD relating to conflicts of interest,  THE  CONTRACTOR  shall
have no claim in law and/or equity under the agreement nor shall THE  CONTRACTOR
have any claim in law  and/or  equity  against  THE  BOARD or any  BOARD  agent,
servant, or employee.

                               MACBRIDE PRINCIPLES
                               -------------------

ARTICLE 80.
-----------
PART I
------
IA.  In accordance with section 6-115.1 of the  Administrative  Code of the City
     of New  York,  the  Contractor  stipulates  that  such  contractor  and any
     individual or legal entity in which the  Contractor  holds a ten percent or
     greater  ownership  interest and any  individual or legal entity that holds
     ten percent or greater  ownership  interest in the Contract either (a) have
     no business  operations in Northern Ireland, or (b) shall take lawful steps
     in good faith to conduct  any  business  operations  they have in  Northern
     Ireland  in  accordance  with the  MacBride  principles,  and shall  permit
     independent monitoring of their compliance with such principles.

IB.  For purposes of this section,  the following terms shall have the following
     meanings:

     1.   "MacBride   Principles"  shall  mean  those  principles   relating  to
          nondiscrimination  in employment and freedom of workplace  opportunity
          which require employers doing business in Northern Ireland to:

          (a)  increase the representation of individuals from under represented
               religious  groups  in  the  work  force,   including  managerial,
               supervisory, administrative, clerical and technical jobs;

          (b)  take steps to promote  adequate  security for the  protection  of
               employees  from under  represented  religious  groups both at the
               workplace and while traveling to and from work;


Revised November 1, 1996               -41-                          RS-29

<PAGE>

          (c)  ban   provocative   religious  or  political   emblems  from  the
               workplace;

          (d)  publicly advertise all job openings and make special  recruitment
               efforts to attract  applicants from under  represented  religious
               groups;

          (e)  establish layoff, recall and termination  procedures which do not
               in practice favor a particular religious group;

          (f)  abolish all job  reservations,  apprenticeship  restrictions  and
               different  employment criteria which discriminate on the basis of
               religion;

          (g)  develop training programs that will prepare  substantial  numbers
               of current employees from under represented  religious groups for
               skilled jobs,  including  the expansion of existing  programs and
               the  creation of new  programs to train,  upgrade and improve the
               skills of workers from under represented religious groups;

          (h)  establish  procedures  to assess,  identify and actively  recruit
               employees from under represented  religious groups with potential
               for further advancement; and

          (i)  appoint a senior  management staff member to oversee  affirmative
               action  efforts  and  develop a  timetable  to ensure  their full
               implementation.


PART II. ENFORCEMENT OF PART I.
--------

The Contractor agrees that the covenants and  representations in Article I above
are material  conditions to this contract.  In the event the contracting  entity
receives  information  that the Contractor who made the stipulation  required by
this section is in violation  thereof,  the contracting entity shall review such
information  and  give  the  Contractor  an  opportunity  to  respond.   If  the
contracting  entity finds that a violation has  occurred,  the entity shall have
the right to declare the  Contractor in default  and/or  terminate this contract
for cause and procure the supplies,  services or work from another source in any
manner the entity deems proper. In the event of such termination, the Contractor
shall pay to the entity,  or the entity in its sole discretion may withhold from
any amounts  otherwise  payable to the  Contractor,  the difference  between the
contract price for the uncompleted  portion of this contract and the cost to the
contracting  entity of completing  performance of this contract either itself or
by engaging  another  contractor or  contractors.  In the case of a requirements
contract,  the Contractor  shall be liable for such  difference in price for the
entire amount of supplies required by the contracting entity for the uncompleted
term of its contract.  In the case of a construction  contract,  the contracting
entity  shall  also have the right to hold the  contractor  in  partial or total
default in accordance with the default  provisions of this contract,  and/or may
seek debarment or suspension of the  Contractor.  The rights and remedies of the
entity  hereunder  shall be in  addition  to, and not in lieu of, any rights and
remedies the entity has pursuant to this contract or by operation of law.


Revised November 1, 1996               -42-                          RS-29

<PAGE>

IN WITNESS WHEREOF,  THE BOARD and THE CONTRACTOR,  have executed this Agreement
in triplicate,  one of which is to remain with THE BOARD,  one other to be filed
with THE COMPTROLLER, and the third to be delivered to THE CONTRACTOR.

THE BOARD OF EDUCATION OF THE CITY OF NEW YORK, party of the first part

By _________________________________________________________  for the Chancellor
     Director, Office of Administration, Division of School Facilities

                                       OR

      By ____________________________________________________________
                          Assistant Secretary

                  and the CONTRACTOR, party of the second part

    NAME:     _____________________________________  (affix Corporate Seal here)

    ADDRESS:  _____________________________________

              _____________________________________

        By:   _____________________________________
                      (Office or Title)



Revised November 1, 1996               -43-                          RS-29


<PAGE>

               STATE OF NEW YORK
               CITY OF NEW YORK ss:
               COUNTY OF ______________

BOARD OF       On this ____  day  of _________________ on  the year one thousand
EDUCATION      nine   hundred   and ________________  before  me personally came
               ________________________________________________________________
               to me known who, being by me duly sown, did depose and say as
               follows: I am designated for the purpose of signing this contract
               pursuant to the By-Laws of the Board of Education said Board of
               Education being designated in and having authorized the execution
               of the above contract, and that I signed my name thereto in
               accordance with said By-Laws.

                        ________________________________________________________
                        Notary Public or Commissioner of Deeds, City of New York

               STATE OF NEW YORK
               CITY OF NEW YORK ss:
               COUNTY OF ______________

INDIVIDUAL     On this ____  day  of _________________ on  the year one thousand
               nine   hundred   and ________________  before  me personally came
               ________________________________________________________________
               to me knwon, and known to me to be the same person described in
               and who executed the foregoing contract, and acknowledged to me
               that he had executed the same.

                        ________________________________________________________
                        Notary Public or Commissioner of Deeds, City of New York

               STATE OF NEW YORK
               CITY OF NEW YORK ss:
               COUNTY OF ______________

PARTNERSHIP    On this ____  day  of _________________ on  the year one thousand
               nine   hundred   and ________________  before  me personally came
               ________________________________________________________________
               to me known and known to me to be a member of____________________
               the firm described in and which executed the foregoing contract,
               and he acknowledged to me that he subscribed the name of said
               term thereto on behalf of said firm for the purposes therein
               mentioned.

                        ________________________________________________________
                        Notary Public or Commissioner of Deeds, City of New York

               STATE OF NEW YORK
               CITY OF NEW YORK ss:
               COUNTY OF ______________

CORPORATION    On this ____  day  of _________________ on  the year one thousand
               nine   hundred   and ________________  before  me personally came
               ________________________________________________________________
               to me knows, who being by me duly sowrn, did deposes and say that
               he resides in the City of _______________________ and is the
               ______________________________________ of ______________________
               __________________________________ corporations descirbed in and
               which executed the foregoing contract that he knows the seal and
               said corporation, that he sent affixed to the foregoing contract
               is such corporate seal; that it was so affixed by order of the
               Board of Directors of said corporation, and that by like order
               he thereto signed his name and official designation.

                        ________________________________________________________
                        Notary Public or Commissioner of Deeds, City of New York
<PAGE>

               STATE OF NEW YORK
               CITY OF NEW YORK ss:
               COUNTY OF ______________

ATTORNEY-IN
FACT           On this ____  day  of _________________ on  the year one thousand
               nine   hundred   and ________________  before  me personally came
               ________________________________________________________________
               the attorney in fact of _________________________________________
               the contractor is the foregoing contract, to me known to be the
               individual decribed in and who, as such attorney, executed the
               foregoing contract, and acknowledged that he executed the same as
               the act and deed of the said party or parties, therein described
               as contractor, and for the purposes therein mentioned by virtue
               or attorney duly executed and acknowleged by the said party or
               parties, bearing the _______________ day of ______________, 19___
               that said power of attorney is still in full force.

                        ________________________________________________________
                        Notary Public or Commissioner of Deeds, City of New York