<PAGE>

                                                                    EXHIBIT 10.9

                   AIA Document A121/CMc and AGC Document 565

                       STANDARD FORM OF AGREEMENT BETWEEN
                         OWNER AND CONSTRUCTION MANAGER
                     where the Construction Manager is also
                                 THE CONSTRUCTOR

                         1991 EDITION-ELECTRONIC FORMAT

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

The 1987 Edition of AIA Document A201, General Conditions of the Contract for
Construction, is referred to herein. This Agreement requires modification if
other general conditions are utilized.

Portions of this document are derived from AIA Document A111, Standard Form of
Agreement Between the Owner and Contractor where the Basis of Payment is the
Cost of the Work Plus a Fee, copyright 1920, 1925, 1951, 1958, 1961, 1963, 1967,
1974, 1978, (C) 1987 by The American Institute of Architects; other portions are
derived from AGC Document 500. Copyright 1980 by The Associated General
Contractors of American. Material in this document differing from that found in
AIA Document A111 and AGC Document 500 is copyrighted 1991 by The American
Institute of Architects and The Associated General Contractors of America.
Reproduction of the material herein or substantial quotation of its provisions
without written permission of AIA and AGC violates the copyright laws of the
United States and will subject the violator to legal prosecution.

AGREEMENT

made as of the 12th day of July in the year 2002. This Agreement is intended to
cover the services of the Construction Manager, whether performed before or
after the date of this Agreement.

(In words, indicate day, month and year)

BETWEEN the Owner:
(Name and address)
Advancis Pharmaceutical Corporation
656 Quince Orchard Road, Suite 220
Gaithersburg, Maryland 20878

and the Construction Manager:
(Name and address)
Barclay White Skanska Inc.
1801 Research Boulevard, Suite 103
Rockville, Maryland 20850

The Project is:
(Name, address and brief description)
Construction of Tenant Improvements for Lot 4, Seneca Meadows, Gaithersburg,
Maryland

The Architect is:
(Name and address)
Gaudreau, Inc
810 Light Street
Baltimore, Maryland 21230

The Owner and Construction Manager agree as set forth below.

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               1

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>               <C>
ARTICLE 1         GENERAL PROVISIONS
         1.1      Relationship of Parties
         1.2      General Conditions

ARTICLE 2         CONSTRUCTION MANAGER'S RESPONSIBILITIES
         2.1      Preconstruction Phase
         2.2      Guaranteed Maximum Price Proposal and Contract Time
         2.3      Construction Phase
         2.4      Professional Services
         2.5      Unsafe Materials

ARTICLE 3         OWNER'S RESPONSIBILITIES
         3.1      Information and Services
         3.2      Owner's Designated Representative
         3.3      Architect
         3.4      Legal Requirements

ARTICLE 4         COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE
                  SERVICES
         4.1      Compensation
         4.2      Payments

ARTICLE 5         COMPENSATION FOR CONSTRUCTION PHASE SERVICES
         5.1      Compensation
         5.2      Guaranteed Maximum Price
         5.3      Changes in the Work

ARTICLE  6        COST OF THE WORK FOR CONSTRUCTION PHASE
         6.1      Costs To Be Reimbursed
         6.2      Costs Not To Be Reimbursed
         6.3      Discounts, Rebates and Refunds
         6.4      Accounting Records

ARTICLE 7         CONSTRUCTION PHASE
         7.1      Progress Payments
         7.2      Final Payment

ARTICLE 8         INSURANCE AND BONDS
         8.1      Insurance Required of the Construction Manager
         8.2      Insurance Required of the Owner
         8.3      Performance Bond and Payment Bond

ARTICLE 9         MISCELLANEOUS PROVISIONS
         9.1      Dispute Resolution for the Preconstruction Phase
         9.2      Dispute Resolution for the Construction Phase
         9.3      Other Provisions

ARTICLE 10        TERMINATION OR SUSPENSION
         10.1     Termination Prior to Establishing Guaranteed Maximum Price
         10.2     Termination Subsequent to Establishing Guaranteed Maximum
                  Price
         10.3     Suspension

ARTICLE 11        OTHER CONDITIONS AND SERVICES

ATTACHMENTS:      AMENDMENT NO. 1 TO AGREEMENT BETWEEN OWNER AND CONSTRUCTION
                  MANAGER
</TABLE>

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               2

<PAGE>

            Standard Form of Agreement Between Owner and Construction
         Manager Where the Construction Manager is also the Constructor

                                    ARTICLE 1
                               GENERAL PROVISIONS

1.1      RELATIONSHIP OF PARTIES

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

See Insert 1.1

1.2      GENERAL CONDITIONS

For the Construction Phase, the General Conditions of the Contract shall be the
1997 Edition of AIA Document A201, General Conditions of the Contract for
Construction, as amended in the form attached. For the Preconstruction Phase, or
in the event that the Preconstruction and Construction Phases proceed
concurrently, AIA document A201 shall apply to the Preconstruction Phase only as
specifically provided in this Agreement. The term "Contractor" as used in AIA
Document A201 shall mean the Construction Manager.

                                    ARTICLE 2
                             CONSTRUCTION MANAGER'S
                                RESPONSIBILITIES

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

2.1      PRECONSTRUCTION PHASE

2.1.1    PRELIMINARY EVALUATION

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

2.1.2    CONSULTATION

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

2.1.3    PRELIMINARY PROJECT SCHEDULE

When Project requirements described in Subparagraph 3.1.1 have been sufficiently
identified, the Construction Manager shall prepare, and periodically update, a
preliminary Project schedule for the Architect's review and the Owner's
approval. The Construction Manager shall obtain the Architect's approval of the
portion of the preliminary Project schedule relating to the performance of the
Architect's services. The Construction Manager shall coordinate and integrate
the preliminary Project schedule with the services and activities of the Owner,
Architect and Construction Manager. As design proceeds, the preliminary

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               3
<PAGE>
Project schedule shall be updated to indicate proposed activity sequences and
durations, milestone dates for receipt and approval of pertinent information
submittal of a Guaranteed Maximum Price proposal preparation and processing of
shop drawings and sample delivery of materials or equipment requiring long-lead
time procurement, Owner's occupancy requirements showing portions of the Project
having occupancy priority, and proposed date of Substantial Completion. If
preliminary Project schedule updates indicate that previously approved schedules
may not be met, the Construction Manager take all necessary action to place the
Work back in accordance with the Project schedule.

2.1.4    PHASED CONSTRUCTION

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

2.1.5    PRELIMINARY COST ESTIMATES

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

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

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

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

2.1.6    SUBCONTRACTORS AND SUPPLIERS

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

2.1.7    LONG-LEAD TIME ITEMS

The Construction Manger shall recommend to the Owner and Architect a schedule
for procurement of long-lead time items which will constitute part of the Work
as required to meet the Project schedule. If such long-lead time items are
procured by the Owner, they shall be procured on terms and conditions acceptable
to the Construction Manager. Upon the Owner's acceptance of the Construction
Manager's Guaranteed Maximum Price proposal, all contracts for such items shall
be assigned by the Owner to the Construction Manager, who shall accept
responsibility for such items as if procured by the Construction Manager. The
Construction Manager shall expedite the delivery of long-lead time items.

2.1.8    EXTENT OF RESPONSIBILITY

The Construction Manger does not warrant or guarantee estimates and schedules
except as may be included as part of the Guaranteed Maximum Price. The
recommendations and advice of the Construction Manager concerning design
alternatives shall be subject to the review and approval of the Owner and the
Owner's professional consultants. It is not the Construction Manager's
responsibility to ascertain that the Drawings and Specifications are in
accordance with

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               4

<PAGE>

applicable laws, statutes, ordinances, building codes, rules and regulations.
However, if the Construction Manager recognizes that portions of the Drawings
and Specifications are at variance therewith, the Construction Manager shall
promptly notify the Architect and Owner in writing.

2.1.9    EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION

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

2.1.10   REVIEW OF CONTRACT DOCUMENTS

See Insert 2.1.10

2.2      GUARANTEED MAXIMUM PRICE   PROPOSAL AND CONTRACT TIME

2.2.1    When the Drawings and Specifications are sufficiently complete, the
Construction Manager shall propose a Guaranteed Maximum Price, which shall be
the sum of the estimated Cost of the Work and the Construction Manager Fee.

2.2.2    As the Drawings and Specifications may not be finished at the time the
Guaranteed Maximum Price proposal is prepared, the Construction Manager shall
provide in the Guaranteed Maximum Price for further development of the Drawings
and Specifications by the Architect that is consistent with the Contract
Documents and reasonably inferable therefrom. Such further development does not
include such things as changes in scope, systems, kinds and qualities of
materials, finishes or equipment, all of which, if required, shall be
incorporated by Change Order.

2.2.3    The estimated Cost of the Work shall include the Construction Manager's
contingency, a sum established by the Construction Manager for the Construction
Manager's exclusive use to cover costs arising under Subparagraph 2.2.2 and
other costs which are properly reimbursable as costs of the Work, but not the
basis for a Change Order.

2.2.4    BASIS OF GUARANTEED MAXIMUM PRICE

The Construction Manager shall include with the Guaranteed Maximum Price
proposal a written statement of its basis, which shall include:

         .1       A list of the Drawings and Specifications including all
                  addenda thereto and the Conditions of the Contract, which were
                  used in preparation of the Guaranteed Maximum Price Proposal.

         .2       A list of allowances and a statement of their basis.

         .3       A list of the clarifications and assumptions made by the
                  Construction Manager in the preparation of the Guaranteed
                  Maximum Price proposal to supplement the information contained
                  in the Drawings and Specifications.

         .4       The proposed Guaranteed Maximum Price, including a statement
                  of the estimated cost organized by trade categories,
                  allowances, contingency, and other items and the fee that
                  comprise the Guaranteed Maximum Price including a statement of
                  the General Condition items.

         .5       The Date of Substantial Completion upon which the proposed
                  Guaranteed Maximum Price is based, and a schedule of the
                  Construction Documents issuance dates upon which the date of
                  Substantial Completion is based.

         .6       The specified date for Substantial Completion of the Work and
                  a schedule for the progress of the Work with interim milestone
                  dates.

2.2.5    The Construction Manager shall meet with the Owner and Architect to
review the Guaranteed Maximum Price proposal and the written statement of its
basis. In the event that the Owner or Architect discovers any inconsistencies or
inaccuracies in the information presented, they shall promptly notify the
Construction Manager, who shall make appropriate adjustments to the Guaranteed
Maximum Price proposal, its basis or both.

2.2.6    Unless the Owner accepts the Guaranteed Maximum Price proposal in
writing on or before the date specified in the proposal for such acceptance and
so notifies

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               5

<PAGE>
the Construction Manager, the Guaranteed Maximum Price proposal shall not be
effective without written acceptance by the Construction Manager.

2.2.7    Prior to the Owner's acceptance of the Construction Manager's

Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, the
Construction Manager shall not incur any cost to be reimbursed as part of the
Cost of the Work, except as the Owner may specifically authorize in writing.

2.2.8    Upon acceptance by the Owner of the Guaranteed Maximum Price proposal,
the Guaranteed Maximum Price and its basis shall be set forth in Amendment No.1.
The Guaranteed Maximum Price shall be subject to additions and deductions by a
change in the Work as provided in the Contract Documents and the date of
Substantial Completion shall be subject to adjustment as provided in the
Contract Documents.

2.2.9    The Owner shall authorize and cause the Architect to revise the
Drawings and Specifications to the extent necessary to reflect the agreed-upon
assumptions and clarifications contained in Amendment No. 1. Such revised
Drawings and Specifications shall be furnished to the Construction Manager in
accordance with schedules agreed to by the Owner, Architect and Construction
Manager. The Construction Manager shall promptly notify the Architect and Owner
if such revised Drawings and Specifications are inconsistent with the
agreed-upon assumptions and clarifications.

2.2.10   The Guaranteed Maximum Price shall include in the Cost of the Work only
those taxes which are enacted at the time the Guaranteed Maximum Price is
established.

2.3      CONSTRUCTION PHASE

2.3.1    GENERAL

2.3.1.1  The Construction Phase shall commence on the earlier of:

         (1) the Owner's acceptance of the Construction Manager's Guaranteed
         Maximum Price proposal and issuance of a Notice to Proceed, or

         (2) the Owner's first authorization to the Construction Manger to:

                  (a) award a subcontract, or

                  (b) undertake construction Work with the Construction Manger's
                  own forces, or

                  (c) issue a purchase order for materials of equipment required
                  for the Work.

2.3.2    ADMINISTRATION

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

2.3.2.2  If the Guaranteed Maximum Price has been established and a specific
bidder among those whose bids are delivered by the Construction Manager to the
Owner and Architect (1) is recommended to the Owner by the Construction Manager;
(2) is qualified to perform that portion of the Work; (3) has submitted a bid
which conforms to the requirements of the Contract Documents without
reservations or exceptions, but the Owner requires that another bid be accepted,
then the Construction Manager may require that a change in the Work be issued to
adjust the Contract Time and the Guaranteed Maximum Price by the difference
between the bid of the person or entity recommended to the Owner by the
Construction Manager and the amount of the subcontract or other agreement
actually signed with the person or entity designated by the Owner.

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

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               6
<PAGE>

2.3.2.4  The Construction Manager shall schedule and conduct weekly or other
regular periodic meetings at which the Owner, Architect, Construction Manager
and appropriate Subcontractors can discuss the status of the Work. The
Construction Manager shall prepare and promptly distribute meeting minutes.

2.3.2.5  Promptly after the Owner's acceptance of the Guaranteed Maximum Price
proposal, the Construction Manager shall prepare a schedule in accordance with
Paragraph 3.10 of AIA Document A201, including the Owner's occupancy
requirements.

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

See Insert 2.3.2.6

2.3.2.7  The Construction Manager shall develop a system of cost control for the
Work, including regular monitoring of actual costs for activities in progress
and estimates for uncompleted tasks and proposed changes. The Construction
Manager shall identify variances between actual and estimated costs and report
the variances to the Owner and Architect at regular intervals.

See Insert 2.3.2.7

See Insert 2.3.2.8

See Insert 2.3.2.9

2.4      PROFESSIONAL SERVICES

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

2.5      UNSAFE MATERIALS

In addition to the provisions of Paragraph 10.1 in AIA Document A201, if
reasonable precautions will be inadequate to prevent foreseeable bodily injury
or death to persons resulting from a material or substance encountered but not
created on the site by the Construction Manager, the Construction Manager shall,
upon recognizing the condition, immediately stop Work in the affected area and
report the condition to the Owner and Architect in writing. The Owner,
Construction Manager and Architect shall then proceed in the same manner
described in Subparagraph 10.1.2 of AIA Document A201. The Owner shall be
responsible for obtaining the services of a licensed laboratory to verify the
presence or absence of the material or substance reported by the Construction
Manager and, in the event such material or substance is found to be present, to
verify that it has been rendered harmless. Unless otherwise required by the
Contract Documents, the Owner shall furnish in writing to the Construction
Manager and Architect the names and qualifications of persons or entities who
are to perform tests verifying the presence or absence of such material or
substance or who are to perform the task of removal or safe containment of such
material or substance. The Construction Manager and Architect will promptly
reply to the Owner in writing stating whether or not either has reasonable
objection to the person or entities proposed by the Owner. If either the
Construction Manger or Architect has an objection to a person or entity proposed
by the Owner, the Owner shall propose another to whom the Construction Manager
and Architect have no reasonable objection.

                                    ARTICLE 3
                           OWNER'S RESPONSIBLILITIES

3.1      INFORMATION AND SERVICES

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

3.1.2    The Owner, upon written request from the Construction Manager, shall
furnish evidence of Project financing prior to the start of the Construction
Phase and from time to time thereafter as the Construction Manager may request.
Furnishing of such evidence shall be a

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               7

<PAGE>

condition precedent to commencement or continuation of the Work.

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

3.1.4    STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS

In the Preconstruction Phase, the Owner shall obtain from the owner of the
building to the extent necessary or otherwise obtain and shall furnish the
following with reasonable promptness and at the Owner's expense, and the
Construction Manager shall be entitled to rely upon the accuracy of any such
information, reports, surveys, drawings and tests described in Clauses 3.1.4.1
through 3.1.4.4, except to the extent that the Construction Manager knows of any
inaccuracy:

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

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

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

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

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

3.2      OWNER'S DESIGNATED REPRESENTATIVE

The Owner shall designate in writing a representative who shall have express
authority to bind the Owner with respect to all matters requiring the Owner's
approval or authorization. This representative shall have the authority to make
decisions on behalf of the Owner concerning estimates and schedule construction
budgets, and changes in the Work, and shall render such decisions promptly and
furnish information expeditiously, so as to avoid unreasonable delay in the
service or Work of the Construction Manager.

3.3      ARCHITECT

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

3.4      LEGAL REQUIREMENTS

The Owner shall determine and advise the Architect and Construction Manager of
any special legal requirements relating specifically to the Project which differ
from those generally applicable to construction in the jurisdiction of the
Project. The Owner shall furnish such legal services as are

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               8

<PAGE>

necessary to provide the information and services required under Paragraph 3.1.

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                               9

<PAGE>

                                    ARTICLE 4
          COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

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

4.1      COMPENSATION

4.1.1    For the services described in Paragraph 2.1 and 2.2 the Construction
Manager's compensation shall be calculated as follows: (State basis of
compensation, whether a stipulated sum, multiple of Direct Personnel Expense,
actual costs, etc. Include a statement of reimbursable cost items as
applicable.)

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

4.1.3    If compensation is based on a multiple of Direct Personnel Expense,
Direct Personnel Expense is defined as the direct salaries of the Construction
Manager's personnel engaged in the Project and the portion of the cost of their
mandatory and customary contributions and benefits related thereto, such as
employment taxes and other statutory employee benefits, insurance, sick leave,
holidays, vacations, pensions and similar contributions and benefits.

4.2      PAYMENTS

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

4.2.2    Payments are due and payable fifteen (15) days from the date the
Construction Manager's invoice is received by the Owner. Amounts unpaid after
the date on which payment is due shall bear interest at the rate entered below,
or in the absence thereof, at the legal rate prevailing from time to time at the
place where the Project is located. (annual - prime rate of interest of Bank of
America N.A.)

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

                                    ARTICLE 5
                  COMPENSATION FOR CONSTRUCTION PHASE SERVICES

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

5.1      COMPENSATION

5.1.1    For the Construction Manager's performance of the Work as described in
Paragraph 2.3, the Owner shall pay the Construction Manager in current funds the
Contract Sum consisting of the Cost of the Work as defined in Article 7 and the
Construction Manager's Fee determines as follows:

(State a lump sum, percentage of actual Cost of the Work or other provision for
determining the Construction Manager's Fee, and explain how the Construction
Manager's Fee is to be adjusted for changes in the Work.)

5.2      GUARANTEED MAXIMUM PRICE

5.2.1    The sum of the Cost of the Work and the Construction Manager's Fee are
guaranteed by the Construction Manager not to exceed the amount provided in
Amendment No. 1, subject to additions and deductions by changes in the Work as
provided in the

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              10
<PAGE>

Contract Documents. Such maximum sum as adjusted by approved changes in the Work
is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs
which would cause the Guaranteed Maximum Price to be exceeded shall be paid by
the Construction Manager without reimbursement by the Owner.

(Insert specific provisions if the Construction Manager is to participate in any
savings.)

See Insert 5.2.2

5.3      CHANGES IN THE WORK

5.3.1    Adjustments to the Guaranteed Maximum Price on account of changes in
the Work subsequent to the execution of Amendment No. 1 may be determined by any
of the methods listed in Subparagraph 7.3.3 of AIA Document A201.

5.3.2    In calculating adjustments to subcontracts (except those awarded with
the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and
"fee" as used in Clause 7.3.3.3 of AIA Document A201 and the terms "costs" and
"a reasonable allowance for overhead and profit" as used in Subparagraph 7.3.6
of AIA Document A201 shall have the meanings assigned to them in that document
and shall not be modified by this Article 5. Adjustments to subcontracts awarded
with the Owner's prior consent on the basis of cost plus a fee shall be
calculated in accordance with the terms of those subcontracts.

5.3.3    In calculating adjustments to the Contract, the terms "cost" and
"costs" as used in the above-referenced provisions of AIA Document A201 shall
mean the Cost of the Work as defined in Article 6 of this Agreement and the
terms "and a reasonable allowance for overhead and profit" shall mean the
Construction Manager's Fee as defined in Subparagraph 5.1.1 of this Agreement.

5.3.4    If no specific provisions is made in Subparagraph 5.1.1 for adjustment
of the Construction Manager's Fee in the case of changes in the Work, or if the
extent of such changes is such, in the aggregate, that application of the
adjustment provisions of Subparagraph 5.1.1 will cause substantial inequity to
the Owner or Construction Manager, the Construction Manager's Fee shall be
equitably adjusted on the basis of the fee established for the original Work.

See Insert 5.4

                                    ARTICLE 6
                   COST OF THE WORK FOR THE CONSTRUCTION PHASE

6.1      COSTS TO BE REIMBURSED

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

6.1.2    LABOR COSTS

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

         .2       Wages or salaries of the Construction Manager's supervisory
                  and administrative personnel when stationed at the site with
                  the Owner's agreement, but only as set forth in the General
                  Conditions costs approved by Owner. (If it is intended that
                  the wages or salaries of certain personnel stationed at the
                  Construction Manager's principal office or offices other than
                  the site office shall be included in the Cost of the Work,
                  such personnel shall be identified below.)

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              11

<PAGE>

         .3       Wages and salaries of the Construction Manager's supervisory
                  or administrative personnel engaged, at factories, workshops
                  or on the road, in expediting the production or transportation
                  of materials or equipment required for the Work, but only for
                  that portion of their time required for the Work.

         .4       Costs paid or incurred by the Construction Manager for taxes,
                  insurance, contributions, assessments and benefits required by
                  law or collective bargaining agreements, and, for personnel
                  not covered by such agreements, customary benefits such as
                  sick leave, medical and health benefits, holidays, vacations
                  and pensions, provided that such costs are based on wages and
                  salaries included in the Cost of the Work under Clauses
                  6.1.2.1 through 6.1.2.3, but only as set forth in the General
                  Conditions costs approved by Owner.

6.1.3    SUBCONTRACT COSTS

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

6.1.4    COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMLETED
         CONSTRUCTION

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

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

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

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

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

         .3       Costs of removal of debris from the site.

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

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

6.1.6    MISCELLANEOUS COSTS

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              12

<PAGE>

         .1       That portion directly attributable to this Contract of
                  premiums for insurance and bonds. (If charges for self
                  insurance are to be included, specify the basis of
                  reimbursement.)

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

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

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

         .5       Royalties and license fees paid for the use of a particular
                  design, process or product required by the Contract Documents;
                  the cost of defending suits or claims for infringement of
                  patent or other intellectual property rights arising from such
                  requirement by the Contract Documents; payments made in
                  accordance with legal judgments against the Construction
                  Manager resulting from such suits or claims and payments of
                  settlements made with the Owner's consent; provided, however,
                  that such costs of legal defenses, judgments and settlements
                  shall not be included in the calculation of the Construction
                  Manager's Fee or the Guaranteed Maximum Price and provided
                  that such royalties, fees and costs are not excluded by the
                  last sentence of Subparagraph 3.17.1 of AIA Document A201 or
                  other provisions of the Contract Documents.

         .6       Data processing costs related to the Work are excluded from
                  the Cost of the Work and from the Guaranteed Maximum Price,
                  except for project management software expense and for rental
                  or purchase of computer equipment located at the Project site.
                  The Construction Manager shall pay all costs of data
                  processing related to the work, except for such computer
                  rental or purchase.

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

         .8       Legal, mediation and arbitration costs, other than those
                  arising from disputes between the Owner and Construction
                  Manager, reasonably incurred by the Construction Manager in
                  the performance of the Work and with the Owner's written
                  permission, which permission shall not be unreasonably
                  withheld.

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

6.1.7    OTHER COSTS

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

6.1.8    EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK

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

         .1       In taking action to prevent threatened damage, injury or loss
                  in case of an emergency affecting the safety of persons and
                  property, as provided in Paragraph 10.3 of AIA Document A201.

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              13

<PAGE>

         .2       In repairing or correcting damaged or nonconforming Work
                  executed by the Construction Manager or the Construction
                  Manager's Subcontractors or suppliers, provided that such
                  damaged or nonconforming Work was not caused by the negligence
                  or failure to fulfill a specific responsibility to the Owner
                  set forth in this Agreement of the Construction Manager or the
                  Construction Manager's foremen, engineers or superintendents,
                  or other supervisory, administrative or managerial personnel
                  of the Construction Manager, or the failure of the
                  Construction Manager's personnel to supervise adequately the
                  Work of the Subcontractors or suppliers, and only to the
                  extent that the cost of repair or correction is not
                  recoverable by the Construction Manager from insurance,
                  Subcontractors or suppliers.

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

6.2      COSTS NOT TO BE REIMBURSED

6.2.1    The Cost of the Work shall not include:

         .1       Salaries and other compensation of the Construction Manger's
                  personnel stationed at the Construction Manager's principal
                  office or offices other than the site office, except as
                  specifically provided in Clauses 6.1.2.2 and 6.1.2.3.

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

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

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

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

         .6       Except as provided in Clause 6.1.8.2, costs due to the
                  negligence of the Construction Manager or to the failure of
                  the Construction Manager to fulfill a specific responsibility
                  to the Owner set forth in this Agreement.

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

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

         .9       Costs which would cause the Guaranteed Maximum Price to be
                  exceeded.

6.3      DISCOUNTS, REBATES AND REFUNDS

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

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

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              14

<PAGE>

6.4      ACCOUNTING RECORDS

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

         See Insert 6.4.2

                                    ARTICLE 7
                               CONSTRUCTION PHASE

7.1      PROGRESS PAYMENTS

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

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

On or before the twenty-fifth (25th) day of the month immediately preceding a
month in which the Construction Manager will submit an Application for Payment,
the Owner, the Architect, and the Construction Manager shall meet to review a
preliminary draft of such Application for Payment (a "Pencil Draw") prepared by
the Construction Manager. The Construction Manager shall (a) revise the Pencil
Draw in accordance with any objection or recommendation of either Owner or the
Architect that is consistent with the requirements of the Contract Documents,
and (b) re-submit the revised Pencil Draw to the Owner and the Architect as the
Application for Payment due on the first (1st) day of the month immediately
after the month in which the Pencil Draw was first submitted.

7.1.3    Provided an Application for Payment is received by the Architect not
later than the twenty-fifth (25th) day of a month, the Owner shall make payment
to the Construction Manager not later than the tenth (10th) day of the following
month. If an Application for Payment is received by the Architect after the
application date fixed above, payment shall be made by the Owner not later than
ten (10) business days after the Architect receives the Application for Payment.

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

7.1.5    Each Application for Payment shall be based upon the most recent
schedule of values submitted by the Construction Manager in accordance with the
Contract Documents. The schedule of values shall allocate the entire Guaranteed
Maximum Price among the various portions of the Work, except that the
Construction Manager's Fee shall be shown as a single separate item. The
schedule of values shall be prepared in such form and supported by such data to
substantiate its accuracy as the Architect may require. This schedule, unless
objected to by the Architect, shall be used as a basis for reviewing the
Construction Manager's Applications for Payment. The Construction Manager shall
submit to Owner each Application for Payment in a format showing in reasonable
detail all monies paid out, costs accumulated or costs incurred on account of
the Cost of the Work during the previous

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              15

<PAGE>

month, and the amount of the Construction Manager's Fee based on the payment
schedule specified in Section 5.1.1. Reasonably complete documentation of Costs
incurred shall be submitted with each Application for Payment to generally
include, but not be limited to, subcontractor and material supplier invoices and
payroll vouchers for employees of Construction Manager.

7.1.6    Applications for Payment shall show the percentage completion of each
portion of the Work as of the end of the period covered by the Application for
Payment. The percentage completion shall be the lesser of (1) the percentage of
that portion of the Work which has actually been completed or (2) the percentage
obtained by dividing (a) the expense which has actually been incurred by the
Construction Manager on account of that portion of the Work for which the
Construction Manager has made or intends to make actual payment prior to the
next Application for Payment by (b) the share of the Guaranteed Maximum Price
allocated to that portion of the Work in the schedule of values.

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

         .1       Take that portion of the Guaranteed Maximum Price properly
                  allocable to completed Work as determined by multiplying the
                  percentage completion of each portion of the Work by the share
                  of the Guaranteed Maximum Price allocated to that portion of
                  the Work in the schedule of values. Pending final
                  determination of cost to the Owner of changes in the Work
                  amounts not in dispute may be included as provided in
                  Subparagraph 7.3.7 of AIA Document A201, even though the
                  Guaranteed Maximum Price has not yet been adjusted by Change
                  Order.

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

         .3       Add the Construction Manager's Fee, less retainage of percent
                  (%). The Construction Manager's Fee shall be computed upon the
                  Cost of the Work described in the two preceding Clauses at the
                  rate stated in Subparagraph 5.1.1 or, if the Construction
                  Manager's Fee is stated as a fixed sum in that Subparagraph,
                  shall be an amount which bears the same ratio to that
                  fixed-sum Fee as the Cost of the Work in the two preceding
                  Clauses bears to a reasonable estimate of the probable Cost of
                  the Work upon its completion.

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

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

         .6       Subtract amounts, if any, for which the Architect has withheld
                  or nullified a Certificate for Payment as provided in
                  Paragraph 9.5 of AIA Document A201.

         See Insert 7.1.7.7

7.1.8    Except with the Owner's prior approval, payments to Subcontractors
shall be subject to retention of not less than ten percent (10%). Insert 7.1.8
The Owner and the Construction Manager shall agree upon a mutually acceptable
procedure for review and approval of payments and retention for subcontracts.

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

7.1.10   In taking action on the Construction Manager's Applications for Payment
, the Architect shall be entitled to rely on the accuracy and completeness of
the information furnished by the Construction Manager and shall not be deemed to
represent that

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              16

<PAGE>

the Architect has made a detailed examination, audit or arithmetic verification
of the documentation submitted in accordance with Subparagraph 7.1.4 or other
supporting data; that the Architect has made exhaustive or continuous on-site
inspections or that the Architect has made examinations to ascertain how or for
what purposes the Construction Manager has used amounts previously paid on
account of the Contract. Such examinations, audits and verifications, if
required by the Owner, will be performed by the Owner's accountants acting in
the sole interest of the Owner.

See Insert 7.1.11

7.2      FINAL PAYMENT

7.2.1    Final payment shall be made by the Owner to the Construction Manager
when (1) the Contract has been fully performed by the Construction Manager
except for the Construction Manager's responsibility to correct nonconforming
Work, as provided in Subparagraph 12.2.2 of AIA Document A201, and to satisfy
other requirements, if any, which necessarily survive final payment; (2) a final
Application for Payment and a final accounting for the Cost of the Work have
been submitted by the Construction Manager and reviewed by the Owner's
accountants; and (3) a final Certificate for Payment has then been issued by the
Architect; such final payment shall be made by the Owner not more than 30 days
after the issuance of the Architect's final Certificate for Payment, or as
follows:

See Insert 7.2.1

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

         .1       Take the sum of the Cost of the Work substantiated by the
                  Construction Manager's final accounting and the Construction
                  Manager's Fee; but not more than the Guaranteed Maximum Price.

         .2       Subtract amounts, if any, for which the Architect withholds,
                  in whole or in part, a final Certificate for Payment as
                  provided in Subparagraph 9.5.1 of AIA Document A201 or other
                  provisions of the Contract Documents.

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

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

7.2.3    The Owner's accountants will review and report in writing on the
Construction Manager's final accounting within 30 days after delivery of the
final accounting to the Architect by the Construction Manager. Based upon such
Cost of the Work as the Owner's accountants report to be substantiated by the
Construction Manager's final accounting, and provided the other conditions of
Subparagraph 7.2.1 have been met, the Architect will, within seven days after
receipt of the written report of the Owner's accountants, either issue to the
Owner a final Certificate for Payment with a copy to the Construction Manager,
or notify the Construction Manager and Owner in writing of the Architect's
reasons for withholding a certificate as provided in Subparagraph 9.5.1 of AIA
Document A201. The time periods stated in this Paragraph 7.2 supersede those
stated in Subparagraph 9.4.1 of AIA Document A201.

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

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              17

<PAGE>

7.2.5    If, subsequent to final payment and at the Owner's request, the
Construction Manager incurs costs described in Paragraph 6.1 and not excluded by
Paragraph 6.2 (1) to correct nonconforming Work, or (2) arising from the
resolution of disputes, the Owner shall reimburse the Construction Manager such
costs and the Construction Manager's Fee, if any, related thereto on the same
basis as if such costs had been incurred prior to final payment, but not in
excess of the Guaranteed Maximum Price. If the Construction Manager has
participated in savings, the amount of such savings shall be recalculated and
appropriate credit given to the Owner in determining the net amount to be paid
by the Owner to the Construction Manager.

                                    ARTICLE 8
                               INSURANCE AND BONDS

8.1      INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER

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

8.1.1    Workers' Compensation and Employers' Liability meeting statutory
limits mandated by State and Federal laws. If (1) limits in excess of those
required by statute are to be provided or (2) the employer is not statutorily
bound to obtain such insurance coverage or (3) additional coverages are
required, additional coverages and limits for such insurance shall be as
follows:

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

<TABLE>
<S>                    <C>
$1,000,000                  Each Occurrence
$2,000,000                General Aggregate
$1,000,000                     Personal and
                         Advertising Injury
$2,000,000               Products-Completed
                       Operations Aggregate
</TABLE>

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

         .2       Products and Completed Operations insurance shall be
                  maintained for a minimum period of at least 1 year(s) after
                  either 90 days following Substantial Completion or final
                  payment, whichever is earlier.

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

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

                                                        $1,000,000 Each Accident

8.1.4    Other coverage:

(If Umbrella Excess Liability is required over the primary insurance or
retention, insert the coverage limits. Commercial General Liability and
Automobile Liability limits may be attained by individual policies or by a
combination of primary policies and Umbrella and/or Excess Liability policies.)

Umbrella Coverage: $25,000,000; also, See Insert 8.1.5

8.2      INSURANCE REQUIRED OF THE OWNER

(C)1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              18
<PAGE>

During both phases of the Project, the Owner shall purchase and maintain
liability and property insurance, including waivers of subrogation, as set forth
in Paragraphs 11.2 and 11.3 of AIA Document A201. Such insurance shall be
written for not less than the following limits, or greater if required by law:

8.2.1    Property Insurance:

                                   $  1,000            Deductible Per Occurrence
                                   --------
                                   $ 10,000                 Aggregate Deductible
                                   --------

8.2.2    Boiler and Machinery insurance with a limit of:              $1,000,000
                                                                      ----------

(If not a blanket policy, list the objects to be insured.)

8.3      PERFORMANCE BOND AND PAYMENT BOND

8.3.1    The Construction Manager (Insert "shall" or "shall not") furnish bonds
covering faithful performance of the Contract and payment of obligations arising
thereunder. Bonds may be obtained through the Construction Manager's usual
source and the cost thereof shall be included in the Cost of the Work. The
amount of each bond shall be equal to percent () of the Contract Sum.
Requirements to be determined at the time Owner accepts the Guaranteed Maximum
Price.

8.3.2    The Construction Manager shall deliver the required bonds to the Owner
at least three days before the commencement of any Work at the Project site.

                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

9.1      DISPUTE RESOLUTION FOR THE PRECONSTRUCTION PHASE

9.1.1    Claims, disputes or other matters in question between the parties to
this Agreement which arise prior to the commencement of the Construction Phase
or which relate solely to the Preconstruction Phase services of the Construction
Manager or to the Owner's obligations to the Construction Manager during the
Preconstruction Phase, shall be resolved in accordance with Article 4 of the
General Conditions in the form attached as marked AIA Document A201 by mediation
or by arbitration.

(C) 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              19

<PAGE>

9.2      DISPUTE RESOLUTION FOR THE CONSTRUCTION PHASE

9.3      OTHER PROVISIONS

9.3.1    Unless otherwise noted, the terms used in this Agreement shall have the
same meaning as those in the 1987 1997 Edition of AIA Document A201, General
Condition of the Contract for Construction.

9.3.2    EXTENT OF CONTRACT

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

9.3.3    OWNERSHIP AND USE OF DOCUMENTS

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

9.3.4    GOVERNING LAW

The Contract shall be governed by the law of the place where the Project is
located.

9.3.5    ASSIGNMENT

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

                                   ARTICLE 10
                            TERMINATION OR SUSPENSION

(C) 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              20

<PAGE>

10.1     TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE

10.1.1   Prior to execution by both parties of Amendment No. 1 establishing the
Guaranteed Maximum Price, the Owner may terminate this Contract at any time
without cause, and the Construction Manager may terminate this Contract for any
of the reasons described in Subparagraph 14.1.1 of AIA Document A201.

10.1.2   If the Owner or Construction Manager terminates this Contract pursuant
to this Paragraph 10.1 prior to commencement of the Construction Phase, the
Construction Manager shall be equitably compensated for Preconstruction Phase
services performed prior to receipt of notice of termination; provided, however,
that the compensation for such services shall not exceed the compensation set
forth in Subparagraph 4.1.1.

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

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

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

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

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

Subcontracts, purchase orders and rental agreements entered into by the
Construction Manager with the Owner's written approval prior to the execution of
Amendment No. 1 shall contain provisions permitting assignment to the Owner
described above. If the Owner accepts such assignment, the Owner shall reimburse
or indemnify the Construction Manager with respect to all costs arising under
the subcontract, purchase order or rental agreement except those which would not
have been reimbursable as Cost of the Work if the contract had not been
terminated. If the Owner elects not to accept the assignment of any subcontract,
purchase order or rental agreement which would have constituted a Cost of the
Work had this agreement not been terminated, the Construction Manager shall
terminate such subcontract, purchase order or rental agreement and the Owner
shall pay the Construction Manager the costs necessarily incurred by the
Construction Manager by reason of such termination.

10.2     TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE

Subsequent to execution by both parties of Amendment No. 1, the Contract may be
terminated as provided in Article 14 of AIA Document A201.

10.2.1   In the event of such termination by the Owner, the amount payable to
the Construction Manager pursuant to Subparagraph 14.1.2 of AIA Document A201
shall not exceed the amount the Construction Manager would have been entitled to
receive pursuant to Subparagraphs 10.1.2 and 10.1.3 of this Agreement.

10.2.2   In the event of such termination by the Construction Manager, the
amount to be paid to the Construction Manager under Subparagraph 14.1.2 of AIA
Document A201 shall not exceed the amount the

(C) 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              21

<PAGE>

Construction Manager would be entitled to receive under Subparagraphs 10.1.2 or
10.2.3 above.

10.3     SUSPENSION

The Work may be suspended by the Owner as provided in Article 14 of AIA Document
A201; in such case, the Guaranteed Maximum Price, if established, shall be
increased as provided in Subparagraph 14.3.2 of AIA Document A201 except that
the term "profit" shall be understood to mean the Construction Manager's Fee as
described in Subparagraphs 5.1.1 and 5.3.4 of this Agreement.

                                   ARTICLE 11
                          OTHER CONDITIONS AND SERVICES

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

OWNER                                         CONSTRUCTION MANAGER

By:                                           By:
                  /s/                                           /s/
      -------------------------------------         ---------------------------
       ADVANCIS PHARMACEUTICAL CORPORATION          BARCLAY WHITE SKANSKA, INC.

Date                                          Date
              July 24, 2002                                   8/7/02

Attest                                        Attest
                  /s/                                          /s/
      ------------------------------------          ----------------------------



(C) 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              22

<PAGE>

                          AMENDMENT NO. 1 TO AGREEMENT
                     BETWEEN OWNER AND CONSTRUCTION MANAGER

Pursuant to Paragraph 2.2 of the Agreement dated between (Owner) and
(Construction Manager), for (the Project), the Owner and Construction Manager
establish a Guaranteed Maximum Price and Contract Time for the Work as set forth
below.

                                    ARTICLE I
                            GUARANTEED MAXIMUM PRICE

The Construction Manager's Guaranteed Maximum Price for the Work, including the
estimated Cost of the Work as defined in Article 6 and the Construction
Manager's Fee as Defined in Article 5, is Dollars ($)

This Price is for the performance of the Work in accordance with the Contract
Documents listed and attached to this Amendment and marked Exhibits A through F,
as follows:

Exhibit A         Drawings, Specifications, addenda and General, Supplementary
                  and other Conditions of the Contract on which the Guaranteed
                  Maximum Price is based, pages through dated

Exhibit B         Allowance items, pages through dated

Exhibit C         Assumptions and clarifications made in preparing the
                  Guaranteed Maximum Price, pages through, dated

Exhibit D         Completion schedule, pages through, dated

Exhibit E                  Alternative prices, pages through, dated

Exhibit F                  Unit prices, pages through, dated

                                   ARTICLE II
                                  CONTRACT TIME

The date of Substantial Completion established by this Amendment is:

(C) 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              23

<PAGE>

OWNER                                    CONSTRUCTION MANAGER

By:      ______________________________  By:      ______________________________

Date     ______________________________  Date     ______________________________

Attest   ______________________________  Attest   ______________________________


(C) 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 -
OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA(R)- AGC -(C)1991 - THE
ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON,
D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. Copyright laws
and is subject to legal prosecution. This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license
without violation until the date of expiration as noted below. expiration as
noted below. User document: advancis form a121 version 2.aia - 7/11/2002. AIA
License Number 1013483, which expires on 2/28/2003.

                                                 Electronic Format A121/CMc-1991

                                                                              24

<PAGE>

                                     INSERTS
                       ADVANCIS PHARMACEUTICAL CORPORATION
                         CONSTRUCTION MANAGER AGREEMENT
                             AND GENERAL CONDITIONS

INSERTS FOR CONSTRUCTION MANAGER AGREEMENT A121

         INSERT 1.1       The Construction Manager shall complete the Work in
accordance with the final Drawings and Specifications (to be specified in
accordance with Paragraph 2.2.1 and Paragraph 2.2.9 and to be consistent with
the preliminary plans listed on Exhibit A), within the approved Project time
scheduled (to be specified in accordance with Paragraph 2.1.3 and Paragraph
2.3.2.5 and which shall be consistent with the schedule attached as Exhibit B),
for the Guaranteed Maximum Price (to be specified in Paragraph 2.2.8 and which
shall be consistent with the budget approved by the parties attached as Exhibit
C), and in accordance with all governmental requirements.

         Construction Manager confirms that the work provided in this Agreement
constitutes all of the construction work, for which the Construction Manager is
responsible, necessary for completion of the Project.

         The following individuals of the Construction Manager shall be the
persons responsible for the Project:

         Project Executive: Gary E. Orton
         Project Manager: Arland Knipe

         Notwithstanding the foregoing, Dave Miller shall at all times be the
principal-in-charge of the Project and shall have prime responsibility for the
performance of the Agreement and if Dave Miller is no longer the
principal-in-charge of the Project, Owner shall have the right to terminate the
Agreement without cause and for convenience pursuant to Paragraph 10.1.1 of the
Agreement (without regard to whether the Guaranteed Maximum Price has been
established) and Paragraph 14.2 of the General Conditions of the Contract for
Construction if construction has commenced.

         INSERT 2.1.10 REVIEW OF CONTRACT DOCUMENTS

         The Construction Manager shall review the Drawings and Specifications
and other Contract Documents during preparation and recommend alternative
solutions whenever design details affect construction feasibility or schedule,
without, however, assuming any of the Architect's customary responsibilities.

         The Construction Manager shall make recommendations to the Owner and
the Architect regarding the division of Work in the Drawings and Specifications
to assure provisions for proper bidding and awarding of subcontracts allowing
for phased construction and taking into consideration such factors as time of
performance, availability of labor, trade jurisdictions, and provisions for
temporary facilities. The Construction Manager also shall review plans and
specifications with the Architect to eliminate area of conflict and overlapping
in the Work of the subcontractors, assemble all necessary bid information,
forms, and subcontractor documents in consultations with the Owner, and prepare
pre-qualification criteria for bidders.

         INSERT 2.3.2.6 The Construction Manager shall provide the Owner with a
record set of progress print photographs taken monthly of the progress of the
Work organized in a notebook so as to provide a reasonable record of such
progress.

         INSERT ADDITION TO 2.3.2.7 The Construction Manager shall check all
materials, equipment, and labor entering the Work. The Construction Manager will
provide with each monthly draw copies of all bills which the requested
disbursement covers, will provide at the time of execution copies of all
subcontracts, and will provide promptly following request by Owner copies of all
other documents relating to the cost of the Work.

         INSERT 2.3.2.8 The Construction Manager shall identify promptly for the
Owner potential variances between scheduled and probable completion dates and
the effect these variances will have on the scheduled final completion date and
recommend how to make adjustments in the progress of the Work to meet the
approved completion date.

<PAGE>

         INSERT 2.3.2.9   The Construction Manger shall determine the adequacy
of the work of all subcontractors and recommend a course of action to the Owner
and the Architect if a subcontractor is not meeting the requirements of a
subcontract.

         INSERT 5.2.2     In preparation for issuing a Guaranteed Maximum Price,
the Construction Manager at such time as the Drawings and Specifications are
fifty percent (50%) complete, will prepare a cost estimate for the Cost of the
Work, followed at the time that the Drawings and Specifications are seventy
(70%) complete, a cost estimate with a contingency not greater than five percent
(5%) of the Cost of the Work.

         If the Construction Manager completes the project in accordance with or
ahead of the approved schedule, the Construction Manager can earn an incentive
payment from the unspent portion of the contingency, upon completion of and
payment for the Project, for savings from the portion of the Construction
Manager's Guaranteed Maximum Price representing construction cost (i.e. costs of
construction excluding increases or decreases in the amounts specified in the
Construction Manager's Guaranteed Maximum Price for allowances, professional
fees, payment and performance bonds, and each other item not a part of the
material and materialmen costs for the construction of the Project) for work
under the control of the Owner and Construction Manager. Owner shall receive all
savings under the Guaranteed Maximum Price amount for addition to the
contingency amount. Owner and Construction Manager will share savings and any
unused amount of the contingency in a proportion established at such time as
Owner accepts the Guaranteed Maximum Price. The amount of the incentive payment,
the contingency amount and the savings amount shall be established at the time
the Guaranteed Maximum Price is accepted by the Owner.

         INSERT 5.4       CHANGE ORDER PROCEDURES

         5.4.1    The Construction Manager shall first submit a change request
for all Owner-initiated changes, concealed conditions, regulatory changes, and
insurance claims to Owner for review and approval with at copy submitted
concurrently to the Architect. In the same manner, the Construction Manager also
shall submit a change request for all additions and deletions to the scope of
the Work which affect the Guaranteed Maximum Price.

         5.4.2    All change requests shall include a complete time and material
breakdown of all costs and any pertinent back-up, including material invoices,
time sheets, and similar items.

         5.4.3    The Construction Manager's Fee as to change order items will
be limited to three and 25/100 percent (3.25%) of the total net increase in
change orders (such percentage calculated on the change order amounts excluding
the markup set forth in Section 5.4.4), plus, but only when justified by an
actual increase, general conditions items. For deductive changes, the Owner will
receive a credit of three and 25/100 (3.25%) on the Construction Manager's Fee.
Neither the Construction Manager nor any subcontractor shall be entitled to any
mark-up on any repair or correction of damaged or non-conforming Work.

         5.4.4    Subcontractor and material supplier mark-up including general
supervision, miscellaneous materials, small tools, overhead, and profit shall be
limited to 15% first tier subcontractor and 20% aggregate including first tier
mark-up.

         5.4.5    Once the change request has been reviewed and approved by the
Architect and Owner, the request shall be deemed, as applicable, an agreement to
adjust the Guaranteed Maximum Price, and if applicable, the approved schedule.

         INSERT 6.4.2      The Owner shall have the right to audit the records
of the Construction Manager to verify the cost of the Project and accuracy of
other amounts paid or to be paid by Owner to Construction Manager. If an audit
at the completion of the Work shall disclose an error in excess of two percent
(2%) of the aggregate amounts paid, the Construction Manager shall pay the
reasonable cost of the audit. To the extent that the parties agree on payment of
fixed general conditions costs in a state amount each month, the Owner will not
require an audit of such general construction amounts until the completion of
the Work.

<PAGE>

         INSERT 7.1.7.7    If the Construction Manager neglects or refuses
generally to pay bills for work and materials promptly after receipt of payment
form the Owner when such bills become due or as provided in this Agreement, the
Owner may pay such bills directly to the appropriate persons or firms and credit
the amounts, plus a handling charge of $200 against amounts due to the
Construction Manager.

         INSERT 7.1.8      ,as to each subcontract until completion of fifty
percent (50%) of the Work under the applicable subcontract, and then, with the
approval of the Construction Manager, no additional retention for subsequent
payment, so that at least five percent (5%) of the total amount of the
applicable subcontract is retained up to the time of the final payment of such
subcontractor. At any time that a Subcontractor or supplier has completely
finished its work or delivered its materials, upon receipt of a final invoice
and final lien waiver, excluding only unpaid amounts, such as retainage, still
remaining due, and a certificate by the Construction Manager or the Architect,
subject to the discretion of the Owner if the Owner specifies a reason for
continued withholding of payment, shall release all retainage held with respect
to such subcontractor or supplier.

         INSERT 7.1.11     If any subcontractor, materialman, supplier, or
mechanic of the Construction Manager files any bond claims or mechanic lien
claims (or intends to file any such claim), or the Construction Manager or the
Owner determines that the Construction Manager has failed to pay its
subcontractors from sums advanced by the Owner, the Owner may make payments by
joint check payable to the claimant and the Construction Manager jointly, and
charge the payments so made against the Construction Manager and the Guaranteed
Maximum Price, without prejudice to any payment bond. If the Owner uses the
foregoing joint check procedure, payment in such manner shall satisfy Owner's
obligation of payment for such amounts to the Construction Manager and for the
relevant Work performed.

         Owner may withhold from any payment otherwise due a sum of money
reasonably sufficient to protect Owner from the conditions listed below. When
the Construction Manager cures such conditions, the Owner shall pay the withheld
funds to the Construction Manager as part of the next monthly pay request. Such
conditions are as follows:

         1.       Any of the following events has occurred:

                  (a)      The Construction Manger is negligent in prosecuting
the Work to completion in an efficient, timely, workmanlike, skillful and
careful manner;

                  (b)      The Construction Manager reassigns the Construction
Manager's project executive or project manager without approval of the Owner; or

                  (c)      The Construction Manager fails to perform its
obligations pursuant to any provision of Section 3 (A121);

         2.       Any part of such payment is attributable to Work which is
defective or not performed in accordance with this Agreement, although the Owner
shall pay for such part of the requested payment attributable to Work performed
in accordance with the Construction Documents and is not defective;

         3.       The Construction Manager has failed to make payments to the
Construction Manager's subcontractors or for material or labor used in the Work
for which the Owner has made payment to the Construction Manager; or

         4.       If the Owner, in its good faith judgment, determines that the
portion of the Guaranteed Maximum Price then remaining unpaid will not be
sufficient to complete the Work in accordance with this Agreement, then no
additional payments will be due to the Construction Manger unless and until the
Construction Manager, at the Construction Manager's cost, performs a sufficient
portion of the Work so that such portion of the Guaranteed Maximum Price then
remaining unpaid is determined by the Owner to be sufficient as determined by
the Owner to so complete the Work.

         INSERT ADDITION TO 7.2.1 Final payment constituting the unpaid balance
of the Cost of the Work and the Construction Manager's Fee shall be due and
payable when the building is delivered to the Owner, ready for occupancy, or
when the Owner occupies the building, whichever first occurs, provided that the
Work be then substantially completed and this Agreement substantially performed.
If there should remain minor items to be completed, the Construction

<PAGE>

Manager and Architect shall list such items and the Construction Manager shall
deliver, in writing, its unconditional promise to complete such items within a
reasonable time thereafter. The Owner may retain a sum equal to 150% of the
estimated cost of completing any unfinished items, provided that such unfinished
items are listed separately and the estimated cost of completing any unfinished
items is likewise listed separately. Thereafter, Owner shall pay to Construction
Manager, monthly, the amount retained for incomplete items as each of said items
is completed.

         INSERT 8.1.5      The Construction Manager shall require each
subcontractor to agree to indemnify and hold harmless the Owner and the
Construction Manager from all claims for bodily injury and property damage that
may arise from the subcontractor's operation under its subcontract. The
Construction Manager shall require each subcontractor to agree to purchase and
maintain such other insurance, including contractual coverage, as will
reasonably protect the subcontractor from claims, with such limits as are
acceptable to the Owner, to the extent reasonably available. The Construction
Manager shall require all subcontractors to carry Worker's Compensation
Insurance.

         The Construction Manager may not store large quantities of combustible
materials at the Project without an activated fire detection system and without
taking all commercially reasonable measures to insure adequate fire suppression.
The Construction Manger shall store these items off-site until such time as they
are to be installed in the Project. Stored materials necessary for performance
of the Work must be confined to small areas and isolated from potential fire
hazards whenever reasonably possible. The Owner is not required to advance
payments for stored materials unless they (a) are stored on site in a secured
area, segregated from other personalty, or stored off-site in either (i) a third
party bonded warehouse, or (ii) a supplier's warehouse and; (b) have become the
property of the Owner, free and clear of any lien or encumbrance excepting liens
in favor of the Owner upon payment by the Owner to the Construction Manager and
its subcontractors or material suppliers for such stored materials; and (c) are
fully insured for loss or damaged by the Construction Manager. The Owner is not
required to advance payments for materials ordered but not delivered. If Owner
objects to storage at a particular supplier's warehouse, the Construction
Manager will move the stored materials to a bonded warehouse at the Owner's sole
cost and expense.