<PAGE>
                                                                   EXHIBIT 10.27

                                   1997 Edition - Electronic Format
                                                      AIA DOCUMENT A107-1997

Abbreviated Standard Form of Agreement Between Owner and Contractor for
Construction Projects of Limited Scope Where the basis of payment is a
STIPULATED SUM

AGREEMENT made as of the 25th day of June in the year 2003
(In words, indicate day, month and year)

BETWEEN the Owner:
Advanced Neuromodulation Systems, Inc.
6501 Windcrest Drive, Suite 100
Plano, Texas 75024
(Name, address and other information)

and the Contractor:
(Name, address and other information)

Performance Contracting, Inc.
2701 Gattis School Road, Bldg. D#100
Round Rock, TX 78664
Phone (512) 341-2406
Fax (512) 341-7824

The Project is:
(Name and location)

Medical Device Manufacturing Cleanroom for
Advance Neuromodulation Systems, Inc.
at Legacy Business Park
Preston Road at Tennyson Drive
Plano, Texas 75024

The Architect is:
(Name, address and other information)

Class One Solutions, Inc.

The Owner and Contractor agree as follows.

ARTICLE 1 THE WORK OF THIS CONTRACT

         The Contractor shall fully execute the Work described in the Contract
         Documents, except to the extent specifically indicated in the Contract
         Documents to be the responsibility of others.

ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

         2.1 The date of commencement of the Work shall be the date of this
         Agreement unless a different date is stated below or provision is made
         for the date to be fixed in a notice to proceed issued by the Owner.

         Owner will cooperate with Contractor is scheduling all Work, including
         disconnections, reconnections, interruption of services and utilities,
         and similar matters. In the event

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                               1


<PAGE>


         Owner requires Contractor to work outside of normal daytime business
         hours. Contractor shall be entitled to additional compensation for such
         overtime.

         (Insert the date of commencement, if it differs from the date of this
         Agreement or, if applicable, state that the date will be fixed in a
         notice to proceed.)

         2.2 The Contract Time shall be measured from the date of commencement.

         2.3 The Contractor shall achieve Substantial Completion of the entire
         Work not later than days from the date of commencement, or as follows:
         February 29, 2004

         (Insert number of calendar days. Alternatively, a calendar date may be
         used when coordinated with the date of commencement. Unless stated
         elsewhere in the Contract Documents, insert any requirements for
         earlier Substantial Completion of certain portions of the Work.)

         , subject to adjustments of this Contract Time as provided in the
         Contract Documents. (Insert provisions, if any, for liquidated damages
         relating to failure to complete on time or for bonus payments for early
         completion of the Work.)

         The Contract Time is an essential element of the Contract. Failure to
         Substantially Complete the Work within the Contract Time will cause
         damage to the Owner, but such damage is difficult to establish. For
         each and every Calendar Day the Work shall remain uncompleted after
         February 29, 2004, the amount of $1,000 per Calendar Day will be
         assessed against the Contractor until Substantial Completion of the
         entire Work. Such amount shall be paid by the Contractor to the Owner
         upon demand and/or withheld by the Owner from amounts due the
         Contractor, as liquidated damages and not as a penalty; it being agreed
         by the Contractor and the Owner that such sum is a good faith, bona
         fide estimate of the amount of damages the Owner will sustain as a
         result of any such failure to timely complete the Work.

ARTICLE 3 CONTRACT SUM

         3.1 The Owner shall pay the Contractor the Contract Sum in current
         funds for the Contractor's performance of the Contract. The Contract
         Sum shall be Two Million Thirty-nine Thousand Two Hundred Sixty-five
         and no/100 Dollars ($2,039,265.00), subject to additions and deletions
         as provided in the Contract Documents. The Contract Sum is based upon
         95% Design Documents prepared by Class One Solutions, Inc. If, after
         completion of the Design Documents, Contractor determines that the
         Contract Sum will change, Contractor will notify Owner of the
         anticipated change and obtain Owner's written approval for the change
         prior to proceeding any further with the Work.

         3.2 The Contract Sum is based upon the following alternates, if any,
         which are described in the Contract Documents and are hereby accepted
         by the Owner:

         (State the numbers or other identification of accepted alternates. If
         decisions on other alternates are to be made by the Owner subsequent to
         the execution of this Agreement, attach a schedule of such other
         alternates showing the amount for each and the date when that amount
         expires.)

         Alternate #1 through Alternate #14 as listed on the Contract Documents.

         3.3 Unit prices, if any, are as follows:

         N/A

ARTICLE 4 PAYMENTS

         4.1 PROGRESS PAYMENTS

         4.1.1 Based upon Applications for Payment submitted to the Owner by the
         Contractor, the Owner shall make progress payments on account of the
         Contract Sum, for the value of the Work properly completed less
         retainage of 5% of the total Application, to the Contractor as provided
         below and

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                               2




<PAGE>


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

         4.1.2 Provided that an Application for Payment is received by the
         Architect not later than the 30th day of a month, the Owner shall make
         payment to the Contractor not later than the 30th day of the following
         month. If an Application for Payment is received by the Architect after
         the date fixed above, payment shall be made by Owner not later than 30
         days after the Architect receives the Application for Payment.

         4.1.3. Payments due and unpaid under the Contract shall bear interest
         from the date payment is due at the rate stated below, or in the
         absence thereof, at the legal rate prevailing from time to time at the
         place where the Project is located.

         (Insert rate of interest agreed upon, if any.)

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

         4.2 FINAL PAYMENT

         4.2.1 Final payment, constituting the entire unpaid balance of the
         Contract Sum, shall be made by the Owner to the Contractor when:

                  .1 the Contractor has fully performed the Contract except for
                  the Contractor's responsibility to correct Work as provided in
                  Paragraph 17.2, and to satisfy other requirements, if any,
                  which extend beyond final payment; and

                  .2 The Owner, or its representatives, have fully inspected the
                  Work and determined that the Work has been completed in
                  accordance with the specifications, and the Work may be
                  certified as meeting ISO 14644 Class 8 (16,800 square feet)
                  and ISO Class 7 (3,200 square feet) clean room standards.

         4.2.2 The Owner's final payment, including any unpaid retainage, to the
         Contractor shall be made as follow:

         Thirty days after Final Completion

ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS

         5.1 The Contract Documents are listed in Article 6 and, except for
         Modifications issued after execution of this Agreement, are enumerated
         as follows:

         5.1.1 The Agreement is this executed 1997 edition of the Abbreviated
         Standard Form of Agreement Between Owner and Contractor, AIA Document
         A107-1997.

         5.1.2 The Supplementary and other Conditions of the Contract are
         those contained in the Design Documents prepared by Class One
         Solutions, Inc. dated June 23, 2003, and are as follows:

         Document                       Title                      Pages

         See Exhibit "A" for Supplementary and other Conditions

         5.1.3 The Specifications are those contained in the Design Documents
         prepared by

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                               3
<PAGE>
         Class One Solutions, Inc. dated as in Subparagraph 5.1.2, and are as
         follows:

         (Either list the Specifications here or refer to an exhibit attached to
         this Agreement.)

         Section                      Title                             Pages

         See Exhibit "A" for Specifications

         5.1.4 The Drawings are as follows, and are dated unless a different
         date is shown below:

         (Either list Drawings here or refer to an exhibit attached to this
         Agreement.)

        Number                        Title                             Pages

         See Exhibit "B" for list of Drawings.

         5.1.5 The Addenda, if any, are as follows:

         Number                       Title                             Pages

         Portions of Addenda relating to bidding requirements are not part of
         the Contract Documents unless the bidding requirements are also
         enumerated in this Article 5.

         5.1.6 Other documents, if any, forming part of the Contract Documents
         are as follows: List any additional documents which are intended to
         form part of the Contract Documents.)

         Pages 1 through 8 of the Contractor's Proposal, dated June 25, 2003,
         providing a 95% Design Documents Budget Proposal for the Work, as
         outlined in the Proposal.

GENERAL CONDITIONS

ARTICLE 6 GENERAL PROVISIONS

         6.1 THE CONTRACT DOCUMENTS

         The Contract Documents consist of this Agreement with Conditions of the
         Contract (General, Supplementary and other Conditions), Drawings,
         Specifications, Addenda issued prior to the execution of this
         Agreement, other documents listed in this Agreement and Modifications
         issued after execution of this Agreement. A Modification is (1) a
         written amendment to the Contract signed by both parties, (2) a Change
         Order, (3) a Construction Change Directive or (4) a written order for a
         minor change in the Work issued by the Architect. The intent of the
         Contract Documents is to include all items necessary for the proper
         execution and completion of the Work by the Contractor. The Contractor
         Documents are complementary, and what is required by one shall be as
         binding as if required by all; performance by the Contractor shall be
         required to the extent consistent with Contract Documents and
         reasonably inferable from them as being necessary to produce the
         indicated results.

         6.2 THE CONTRACT

         The Contract Documents form the Contract for Construction. The Contract
         represents the entire and integrated agreement between the parties
         hereto and supersedes prior negotiations, representations or
         agreements, either written or oral. The Contract may be amended or
         modified only by a Modification. The Contract Documents shall not be
         construed to create a contractual relationship of any kind between the
         Owner and a Subcontractor or sub-subcontractor, or between any persons
         or entities other than the Owner and Contractor.

         6.3 THE WORK

         The term "Work" means the construction and services required by the
         Contract Documents, whether completed or partially completed, and
         includes all other labor, materials equipment and services provided or
         to be provided by the Contractor to fulfill the Contractor's
         obligations.

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.


                                                                               4


<PAGE>
     The Work may constitute the whole or a part of the Project.

     6.4 EXECUTION OF THE CONTRACT

     Execution of the Contract by the Contractor is a representation that the
     Contractor has visited the site, become generally familiar with local
     conditions under which the Work is to be performed and correlated personal
     observations with requirements of the Contract Documents.

     6.5 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER
     INSTRUMENTS OF SERVICE

     The Drawings, Specifications and other documents, including those in
     electronic form, prepared by the Architect and the Architect's consultants
     are Instruments of Service through which the Work to be executed by the
     Contractor is described. The Contractor may retain one record set. Neither
     the Contractor nor any Subcontractor, sub-subcontractor or material or
     equipment supplier shall own or claim a copyright in the Drawings,
     Specifications and other documents prepared by the Architect or the
     Architect's consultants. All copies of them, except the Contractor's record
     set, shall be returned or suitably accounted for to the Owner, on request,
     upon completion of the Work. The Drawings, Specifications and other
     documents prepared by the Architect and the Architect's consultants, and
     copies thereof furnished to the Contractor, are for use solely with respect
     to this Project. They are not to be used by the Contractor, Subcontractor,
     sub-subcontractor or material or equipment supplier on other projects or
     for additions to this Project outside the scope of the Work without the
     specific written consent of the Owner. The Contractor, Subcontractors,
     sub-subcontractors or material or equipment suppliers are authorized to use
     and reproduce applicable portions of the Drawings, Specifications and other
     documents prepared by the Architect and the Architect's consultants
     appropriate to and for use in the execution of their Work under the
     Contract Documents. All copies made under this authorization shall bear the
     statutory copyright notice, if any, shown on the Drawings, Specifications
     and other documents prepared by the Architect and the Architects's
     consultants. Submittal or distribution to meet official regulatory
     requirements or for other purposes in connection with this Project is not
     to be construed as publication in derogation of the Architect's or
     Architect's consultants' copyrights or other reserved rights.

ARTICLE 7 OWNER

     7.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER

     7.1.1 The Owner shall make surveys and a legal description of the site
     available if required for the Work.

     7.1.2 The Contractor shall be entitled to rely on the accuracy of
     information furnished by the Owner but shall exercise proper precautions
     relating to the safe performance of the Work.

     7.1.3 Except for permits and fees which are the responsibility of the
     Contractor under the Contract Documents, the Owner shall secure and pay for
     other necessary approvals, easements, assessments and charges required for
     the construction, use or occupancy of permanent structures or permanent
     changes in existing facilities.

     7.2 OWNER'S RIGHT TO STOP THE WORK

     If the Contractor fails to correct Work which is not in accordance with the
     requirements of the Contract Documents, or persistently fails to carry out
     the Work in accordance with the Contract Documents, the Owner may issue a
     written order to the Contractor to stop the Work, or any portion thereof,
     until the cause for such order is eliminated; however, the right of the
     Owner to stop the Work shall not give rise  to a duty on the part of the
     Owner to exercise this right for the benefit of the Contractor or any other
     person or entity.

     7.3 OWNER'S RIGHT TO CARRY OUT THE WORK




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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                               5


<PAGE>
         If the Contractor defaults or persistently fails or neglects to carry
         out the Work in accordance with the Contract Documents, or fails to
         perform a provision of the Contract, the Owner, after 10 days' written
         notice to the Contractor and without prejudice to any other remedy the
         Owner may have, may make good such deficiencies and may deduct the
         reasonable cost thereof, including Owner's expenses and compensation
         for the Architect's services made necessary thereby, from the payment
         then or thereafter due the Contractor.

ARTICLE 8 CONTRACTOR

         8.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

         8.1.1 Since the Contract Documents are complementary, before starting
         each portion of the Work, the Contractor shall carefully study and
         compare the various Drawings and other Contract Documents relative to
         that portion of the Work, as well as the information furnished by the
         Owner pursuant to Subparagraph 7.1.1, shall take field measurements of
         any existing conditions related to that portion of the Work and shall
         observe any conditions at the site affecting it. These obligations are
         for the purpose of facilitating construction by the Contractor and are
         not for the purpose of discovering errors, omissions, or
         inconsistencies in the Contract Documents; however, any errors,
         omissions or inconsistencies discovered by the Contractor shall be
         reported promptly to the Owner.

         8.1.1.2 Owner does not warrant the accuracy of any grades, elevations,
         dimensions, or locations given on any Drawings, Specifications, or work
         installed by other contractors. Contractor shall verify applicable
         grades, elevations, dimensions, and locations prior to executing the
         Work. Errors due to the Contractor's failure to so verify such grades,
         elevations, dimensions, or locations shall be promptly rectified by the
         Contractor at no cost to the Owner.

         8.1.2 Any design errors or omissions noted by the Contractor during
         this review shall be reported promptly to the Owner, but it is
         recognized that the Contractor's review is made in the Contractor's
         capacity as a contractor and not as a licensed design professional
         unless otherwise specifically provided in the Contract Documents.

         8.2 SUPERVISION AND CONSTRUCTION PROCEDURES

         8.2.1 The Contractor shall supervise and direct the Work, using the
         Contractor's best skill and attention. The Contractor shall be solely
         responsible for and have control over construction means, methods,
         techniques, sequences and procedures, and for coordinating all portions
         of the Work under the Contract. If the Contract Documents give specific
         instructions concerning construction means, methods, techniques,
         sequences or procedures, the Contractor shall be fully and solely
         responsible for the jobsite safety thereof unless the Contractor gives
         timely written notice to the Owner that such means, methods,
         techniques, sequences or procedures may not be safe.

         8.2.2 The Contractor shall be responsible to the Owner for acts and
         omissions of the Contractor's employees, Subcontractors and their
         agents and employees, and other persons or entities performing portions
         of the Work for or on behalf of the Contractor or any of its
         Subcontractors.

         8.3 LABOR AND MATERIALS

         8.3.1 Unless otherwise provided in the Contract Documents, the
         Contractor shall provide and pay for labor, materials, equipment,
         tools, construction equipment and machinery, water, heat, utilities,
         transportation, and other facilities and services necessary for proper
         execution and completion of the Work whether temporary or permanent and
         whether or not incorporated or to be incorporated in the Work. If the
         Work requires Owner to supply materials equipment or other property,
         then Owner warrants that such items shall be

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.



                                                                               6
<PAGE>
         fit for the use for which they were intended. If such items do not
         conform, Contractor shall notify Owner within a reasonable time after
         Contractor's notice of the nonconformance and Contractor may request
         additional compensation by change order.

         8.3.2 The Contractor shall enforce strict discipline and good order
         among the Contractor's employees and other persons carrying out the
         Contract. The Contractor shall not permit employment of unfit persons
         or persons not skilled in tasks assigned to them.

         8.3.3 The Contractor shall deliver, handle, store and install materials
         in accordance with manufacturers' instructions.

         8.3.4 The Contractor may make substitutions only with the consent of
         the Owner, after evaluation by the Owner and in accordance with a
         Change Order.

         8.4 WARRANTY

         The Contractor warrants to the Owner and Architect that materials and
         equipment furnished under the Contract will be of good quality and new
         unless otherwise required or permitted by the Contract Documents, that
         the Work will be free from defects not inherent in the quality required
         or permitted, and that the Work will at Final Completion conform with
         the requirements of the Contract Documents and all Federal, State
         and/or Local regulations. Work not conforming to these requirements,
         including substitutions not properly approved and authorized, may be
         considered defective. The Contractor's warranty excludes remedy for
         damage or defect caused by abuse, modifications not executed by the
         Contractor, improper or insufficient maintenance, improper operation or
         normal wear and tear and normal usage. The Contractor's warranty as to
         all Work, including repair or replacement of any defective materials or
         faulty workmanship shall extend for one year after the date of Final
         Completion of the Work. As a condition of Substantial Completion, the
         Contractor shall provide Owner a list of firms authorized to respond to
         Owner's request for immediate, emergency repair for warranty work
         affecting safety of persons or property. For all other warranty work,
         the Contractor shall commence performance of the warranty work within
         ten (10) days of Owner's written request therefor. In the event the
         Contractor fails to commence the warranty work within ten (10) days,
         and diligently pursue the Work to completion thereafter, Contractor
         authorizes Owner to proceed to have the defects repaired and to bill
         Contractor for all labor and materials, expenses and charges necessary
         for the repair or replacement. Contractor shall pay Owner's invoices
         for such work within ten (10) days of receipt of such invoices.

         8.5 TAXES

         The Contractor shall pay sales, consumer, use and other similar taxes
         which are legally enacted when bids are received or negotiations
         concluded.

         8.6 PERMITS, FEES AND NOTICES

         8.6.1 The Contractor shall secure and pay for the building permit and
         other permits and governmental fees, licenses and inspections necessary
         for proper execution and completion of the Work.

         8.6.2 The Contractor shall comply with and give notices required by
         laws, ordinances, rules, regulations and lawful orders of public
         authorities applicable to performance of the Work. The Contractor shall
         promptly notify the Architect and Owner if the Drawings and
         Specifications are observed by the Contractor to be at variance
         therewith. If the Contractor performs Work knowing it to be contrary to
         laws, statutes, ordinances, building codes, and rules and regulations
         without such notice to the Architect and Owner, the Contractor shall
         assume appropriate responsibility for such Work and shall bear the
         costs attributable to correction.

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.



                                                                               7
<PAGE>
         8.7 SUBMITTALS

         8.7.1 The Contractor shall review for compliance with the Contract
         Documents, approve in writing and submit to the Architect Shop
         Drawings, Product Data, Samples and similar submittals required by the
         Contract Documents with reasonable promptness. The Work shall be in
         accordance with approved submittals.

         8.7.2 Shop Drawings, Product Data, Samples and similar submittals are
         not Contract Documents.

         8.8 USE OF SITE

         The Owner will prepare all Work areas so as to be acceptable for
         mobilization by Contractor. Contractor will not be called upon to start
         Work until sufficient areas are ready to ensure continued Work until
         job completion. The Contractor shall confine operations at the site to
         areas permitted by law, ordinances, permits and the Contract Documents
         and shall not unreasonably encumber the site with materials or
         equipment.

         Owner will provide at its expense sufficient storage space to
         Contractor, which is fully protective of materials and equipment
         furnished for the Work at the place of performance of the Work. Owner
         will provide at its expense all light, heat, power and water which is
         required by Contractor for performance of the Work in the custom and
         practice of Contractor's trade.

         Contractor shall, at Contractor's sole cost and expense, take all
         measures necessary to protect persons and property in or adjacent to
         the Project Work site.

         8.9 CUTTING AND PATCHING

         The Contractor shall be responsible for cutting, fitting or patching
         required to complete the Work or to make its parts fit together
         properly.

         8.10 CLEANING UP

         The Contractor shall keep the premises and surrounding area free from
         accumulation of waste materials of rubbish caused by operations under
         the Contract. At completion of the Work, the Contractor shall remove
         from and about the Project waste materials, rubbish, the Contractor's
         tools, construction equipment, machinery and surplus material.

         8.11 ROYALTIES, PATENTS AND COPYRIGHTS

         The Contractor shall pay all royalties and license fees; shall defend
         suits or claims for infringement of copyrights and patent rights and
         shall hold the Owner and Architect harmless from loss on account
         thereof, but shall not be responsible for such defense or loss when a
         particular design, process or product of a particular manufacturer or
         manufacturers is required by the Contract Documents, or where the
         copyright violations are contained in Drawings, Specifications or other
         documents prepared by the Owner or Architect, unless the Contractor has
         reason to believe that there is an infringement of patent or copyright
         and fails to promptly furnish such information to the Architect.

         8.12 ACCESS TO WORK

         The Contractor shall provide the Owner access to the Work in
         preparation and progress wherever located.

         8.13 INDEMNIFICATION

         8.13.1 To the fullest extent permitted by law and to the extent claims,
         damages, losses or expenses are not covered by Liability insurance
         purchased by the Contractor in accordance with the Contract Documents,
         the Contractor shall indemnify and hold harmless the Owner, Architect,
         Architect's consultants and agents and employees of any of them from
         and against claims, damages, losses and expenses, including but not
         limited to attorneys' fees, arising out of or resulting from
         performance of the Work,

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.



                                                                               8
<PAGE>
provided that such claim, damage, loss or expense is attributable to bodily
injury, sickness, disease or death, or to injury to or destruction of tangible
property (other than the Work itself), but only to the extent caused by the
negligent acts or omissions of the Contractor, a Subcontractor, anyone directly
or indirectly employed by them or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage loss or expense is caused in
part by a party indemnified hereunder. Such obligation shall not be construed
to negate, abridge, or reduce other rights or obligations of indemnity which
would otherwise exist as to a party or person described in this Paragraph 8.13.

8.13.2  In claims against any person or entity indemnified under this Paragraph
8.13 by an employee of the Contractor, a Subcontractor, anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under Subparagraph 8.13.1 shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or
for the Contractor or Subcontractor under workers' compensation acts, disability
benefit acts or other employee benefit acts.

ARTICLE 9

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.



                                                                               9
<PAGE>
         9.10 CLAIMS AND DISPUTES

         9.10.1 Claims, disputes and other matters in question arising out of or
         relating to this Contract, including those alleging an error or
         omission by the Architect but excluding those arising under Paragraph
         15.2, and except those waived as provided for in Paragraph 9.11 and
         Subparagraphs 14.5.3 and 14.5.4, shall be subject to mediation as a
         condition precedent to arbitration or the institution of legal or
         equitable proceedings by either party.

         9.10.2 If a claim, dispute or other matter in question relates to or is
         the subject of a mechanic's lien, the party asserting such matter may
         proceed in accordance with applicable law to comply with the lien
         notice or filing deadlines prior to resolution of the matter by
         mediation or by arbitration.

         9.10.3 The parties shall endeavor to resolve their disputes by
         mediation which, unless the parties mutually agree otherwise, shall be
         in accordance with the Construction Industry Mediation Rules of the
         American Arbitration Association currently in effect. Request for
         mediation shall be filed in writing with the other party to this
         Agreement and with the American Arbitration Association. The request
         may be made concurrently with the filing of a demand for arbitration
         but, in such event, mediation shall proceed in advance of arbitration
         or legal or equitable proceedings, which shall be stayed pending
         mediation for a period of 60 days from the date of filing, unless
         stayed for a longer period by agreement of the parties or court order.

         9.10.4 Claims, disputes and other matters in question arising out of or
         relating to the Contract that are not resolved by mediation, except
         matters relating to aesthetic effect and except those waived as
         provided for in Paragraph 9.11 and Subparagraphs 14.5.3 and 14.5.4,
         shall be decided by arbitration which, unless the parties mutually
         agree otherwise, shall be in accordance with the Construction Industry
         Arbitration Rules of the American Arbitration Association currently in
         effect. The demand for arbitration shall be filed in writing with the
         other party to this Agreement and with the American Arbitration
         Association and shall be made within a reasonable time after the
         dispute has arisen. The award rendered by the arbitrator or arbitrators
         shall be final, and judgment may be entered upon it in accordance with
         applicable law in any court having jurisdiction thereof. Except by
         written consent of the person or entity sought to be joined, no
         arbitration arising out of or relating to the Contract Documents shall
         include, by consolidation, joinder or in any other manner, any person
         or entity not a party to the Agreement under which such arbitration
         arises, unless it is shown at the time the demand for arbitration is
         filed that (1) such person or entity is substantially involved in a
         common question of fact or law, (2) the presence of such person or
         entity is required if complete relief is to be accorded in the
         arbitration, (3) the interest or responsibility of such person or
         entity in the matter is not insubstantial, and (4) such person or
         entity is not the Architect or any of the Architect's employees or
         consultants. The agreement herein among the parties to the Agreement
         and any other written agreement to arbitrate referred to herein shall
         be specifically enforceable under applicable law in any court having
         jurisdiction thereof.

         9.11 CLAIMS FOR CONSEQUENTIAL DAMAGES

         Notwithstanding anything in the Contract Documents to the contrary,
         neither party shall be liable for consequential, incidental, or
         indirect damages of any kind.

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.



                                                                              10
<PAGE>
ARTICLE 10 SUBCONTRACTORS

     10.1 A Subcontractor is a person or entity who has a direct contract with
     the Contractor to perform a portion of the Work at the site.

     10.2 Unless otherwise stated in the Contract Documents or the bidding
     requirements, the Contractor, as soon as practicable after award of the
     Contract, shall furnish in writing to the Owner the names of the
     Subcontractors for each of the principal portions of the Work. The
     Contractor shall not contract with any Subcontractor to whom the Owner or
     Architect has made reasonable and timely objection. If the proposed but
     rejected Subcontractor was reasonably capable of performing the Work, the
     Contract Sum and Contract Time shall be increased or decreased by the
     difference, if any, occasioned by such change, and an appropriate Change
     Order shall be issued before commencement of the substitute Subcontractor's
     Work. The Contractor shall not be required to contract with anyone to whom
     the Contractor has made reasonable objection.

     10.3 Contracts between the Contractor and Subcontractors shall (1) require
     each Subcontractor, to the extent of the Work to be performed by the
     Subcontractor, to be bound to the Contractor by the terms of the Contract
     Documents, and to assume toward the Contractor all the obligations and
     responsibilities, including the responsibility for safety of the
     Subcontractor's Work, which the Contractor, by the Contract Documents,
     assumes toward the Owner and Architect, and (2) allow the Subcontractor the
     benefit of all rights, remedies and redress afforded to the Contractor by
     these Contract Documents.

ARTICLE 11 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

     11.1 The Owner reserves the right to perform construction or operations
     related to the Project with the Owner's own forces, and to award separate
     contracts in connection with other portions of the Project or other
     construction or operations on the site under conditions of the contract
     identical or substantially similar to these, including those portions
     related to insurance and waiver of subrogation. If the Contractor claims
     that delay or additional cost is involved because of such action by the
     Owner, the Contractor shall make such claim as provided in Paragraph 9.10.

     11.2 The Contractor shall afford the Owner and separate contractors
     reasonable opportunity for introduction and storage of their materials and
     equipment and performance of their activities, and shall connect and
     coordinate the Contractor's activities with theirs as required by the
     Contract Documents.

     11.3 The Owner shall be reimbursed by the Contractor for costs incurred by
     the Owner which are payable to a separate contractor because of delays,
     improperly timed activities or


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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                              11


<PAGE>
     defective construction of the Contractor. The Owner shall be responsible to
     the Contractor for costs incurred by the Contractor because of delays,
     improperly timed activities, damage to the Work or defective construction
     of a separate contractor.

ARTICLE 12 CHANGES IN THE WORK

     12.1 The Owner, without invalidating the Contract, may order changes in
     the Work within the general scope of the Contract consisting of additions,
     deletions or other revisions, the Contract Sum and Contract Time being
     adjusted accordingly. Such changes in the Work shall be authorized by
     written Change Order signed by the Owner, and Contractor in advance, or by
     written Construction Change Directive signed by the Owner.

     12.2 The cost or credit to the Owner from a change in the Work shall be
     determined by mutual agreement of the parties or, in the case of a
     Construction Change Directive, by the Contractor's cost of labor, material,
     equipment, and reasonable overhead and profit.

     12.2.1 An Agreement on any Change Order shall constitute a final settlement
     of all matters relating to the change in the Work that is the subject of
     the Change Order, including, but not limited to, all direct and indirect
     costs associated with such change and any and all adjustments to the
     Contract Time. To the extent that a dispute arises between the Contractor
     and a Subcontractor, Sub-subcontractor, material supplier or equipment
     supplier over the terms of the Change Order, the Contractor is solely
     responsible for resolving this matter with the Subcontractor,
     Sub-subcontractor, material supplier or equipment supplier. Except where
     agreed to by the Owner in a valid Change Order, any increase in the amount
     payable to the Subcontractor, Sub-subcontractor, material supplier or
     equipment supplier shall be paid solely by Contractor and shall not be
     subject to reimbursement by the Owner.

     12.4 If concealed or unknown physical conditions encountered at the site
     that differ materially from those indicated in the Contract Documents or
     from those conditions ordinarily found to exist, the Contract Sum and
     Contract Time shall be equitably adjusted. No adjustment in the Contract
     Time shall be permitted, however, in connection with a concealed or unknown
     condition that does not differ materially from those conditions disclosed
     or that reasonably should have been discovered by the Contractor's
     inspections, tests, reviews, and pre-construction investigation of the
     Project as required under the Contract Documents.

ARTICLE 13 TIME

     13.1 Time limits stated in the Contract Documents are of the essence of the
     Contract. By executing the Agreement the Contractor confirms that the
     Contract Time is a reasonable period for performing the Work.

     13.2 The date of Substantial Completion is the date certified by the
     Architect in accordance with Subparagraph 14.4.2.

     13.3 If the Contractor is delayed at any time in the commencement or
     progress of the Work by changes ordered in the Work, by the Owner, other
     subcontractors, architect and/or engineer, delays in transportation,
     shortages of raw materials, civil disorders, acts of government, either in
     its sovereign or contractual capacity, labor disputes or

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                              12


<PAGE>

         shortages, vendor allocations, freight embargoes, fire, floods,
         epidemics, quarantine restrictions unusual delay in deliveries,
         abnormal adverse weather conditions not reasonably anticipatable,
         unavoidable casualties or any causes beyond the Contractor's control,
         or by other causes which the Owner determines may justify delay, then
         the Contract Time shall be extended by Change Order for such
         reasonable time as the Owner may determine, subject to the provisions
         of Paragraph 9.10. Contractor shall be entitled to an equitable
         adjustment in the Contract Sum as a result of such delays, provided
         however, Contractor shall in no event be entitled to consequential,
         incidental, or indirect damages as a result of the delays.

ARTICLE 14 PAYMENTS AND COMPLETION

         14.1 APPLICATIONS FOR PAYMENT

         14.1.1 Payments shall be made as provided in Article 4 of this
         Agreement. Applications for Payment shall be in a form satisfactory to
         the Owner.

         14.1.2 The Contractor warrants that title to all Work covered by an
         Application for Payment will pass to the Owner no later than the time
         of payment. The Contractor further warrants that upon submittal of an
         Application for Payment all Work for which Certificates for Payment
         have been previously issued and payments received from the Owner
         shall, to the best of the Contractor's knowledge, information and
         belief, be free and clear of liens, claims, security interests or
         other encumbrances adverse to the Owner's interests.

         14.2 APPLICATIONS FOR PAYMENT

         14.2.1

         14.2.2 The issuance of an Application for Payment will constitute a
         representation by the Contractor to the Owner, based on the data
         comprising the Application for Payment, that the Work has progressed
         to the point indicated and that, to the best of the Contractor's
         knowledge, information and belief, the quality of the Work is in
         accordance with the Contract Documents. The foregoing representations
         are subject to an evaluation of the Work for conformance with the
         Contract Documents upon Substantial Completion, to results of
         subsequent tests and inspections, to correction of minor deviations
         from the Contract Documents prior to completion. The issuance of an
         Application for Payment will further constitute a representation that
         the Contractor is entitled to payment in the amount specified.

         14.2.3 The Owner may withhold payment of an Application for Payment in
         whole or in part, to the extent reasonably necessary to protect the
         Owner, if the representations to the Owner required by Subparagraph
         14.2.2 cannot be made. The Owner may also withhold a Payment

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                              13
<PAGE>
         to such extent as may be necessary to protect the Owner from loss for
         which the Contractor is responsible, including loss resulting from acts
         and omissions described in Subparagraph 8.2.2, because of:

                  .1       defective Work not remedied;

                  .2       third party claims filed or reasonable evidence
                           indicating probable filing of such claims unless
                           security acceptable to the Owner is provided by the
                           Contractor;

                  .3       failure of the Contractor to make payments properly
                           to Subcontractors or for labor, materials or
                           equipment;

                  .4       reasonable evidence that the Work has not been
                           completed as represented in the Application for
                           Payment;

                  .5       damage to the Owner or another contractor;

                  .6

                  .7       persistent failure to carry out the Work in
                           accordance with the Contract Documents.

         14.2.4 When the above reasons for withholding payment are removed,
         payment will be made.

         14.3 PAYMENTS TO THE CONTRACTOR

         14.3.1 At each payment Contractor shall execute and deliver a release
         of lien in a form satisfactory to Owner. The Contractor shall promptly
         pay each Subcontractor, upon receipt of payment from the Owner, out of
         the amount paid to the Contractor on account of such Subcontractor's
         portion of the Work, the amount to which each Subcontractor is
         entitled, reflecting percentages actually retained from payments to the
         Contractor on account of such Subcontractor's portion of the Work, and
         secure a valid, executed unconditional lien release from same. The
         Contractor shall, by appropriate agreement with each Subcontractor,
         require each Subcontractor to make payments to sub-subcontractors in
         similar manner.

         14.3.2 The Owner shall have no obligation to pay or see to the payment
         of money to a Subcontractor except as may otherwise be required by law.

         14.3.3 A progress payment, or partial or entire use or occupancy of the
         Project by the Owner shall not constitute acceptance of Work not in
         accordance with the Contract Documents.

         14.4 SUBSTANTIAL COMPLETION

         14.4.1 Substantial Completion is the stage in the progress of the Work
         when the Work or designated portion thereof is sufficiently complete in
         accordance with the Contract Documents so that the Owner can occupy or
         utilize the Work for its intended use. Provided, however, that as a
         condition precedent to establishment of Substantial Completion, with
         respect to the Work performed by the Contractor, the Owner shall have
         received all certificates of occupancy and any other permits,
         approvals, licenses, or other documents from any governmental authority
         having jurisdiction over the Project and

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                               1



                                                                              14
<PAGE>
         necessary for the beneficial occupancy of the Project.

         14.4.2 When the Architect determines that the Work or designated
         portion thereof is substantially complete, the Architect will issue a
         Certificate of Substantial Completion which shall establish the date of
         Substantial Completion, which shall establish responsibilities of the
         Owner and Contractor for security, maintenance, heat, utilities, damage
         to the Work and insurance, and fix the time within which the Contractor
         shall finish all items on the list accompanying the Certificate.
         Warranties required by the Contract Documents shall commence on the
         date of Substantial Completion of the Work or designated portion
         thereof.

         14.5 FINAL COMPLETION AND FINAL PAYMENT

         14.5.1 Within 30-days of Substantial Completion the Contractor shall
         complete all outstanding punch list items and finally complete the
         Work. ("Final Completion"). Upon receipt of written notice from
         Contractor that the Work has been completed in accordance with the
         specifications and is ready for final inspection and acceptance and
         upon receipt of a final Application for Payment, the Architect and the
         Owner will promptly make such inspection and, when the Architect and
         the Owner finds the Work acceptable under the Contract Documents and
         the Contract fully performed, the Architect will promptly issue a final
         Certificate for Payment stating that to the best of the Architect's
         knowledge, information and belief, and on the basis of the Architect's
         on-site visits and inspections, the Work has been completed in
         accordance with terms and conditions of the Contract Documents. Owner
         will make final payment to the Contractor 30-days after Final
         Completion. Contractor shall present all warranties and guaranties
         required under the Contract Documents to the Owner as part of the final
         Application for Payment, the receipt of which is a condition precedent
         to the Owner's obligation to make final payment.

         14.5.2 Final payment shall not become due until the Contractor has
         delivered to the Owner a complete release of all liens arising out of
         this Contract or receipts in full covering all labor, materials and
         equipment for which a lien could be filed, or a bond satisfactory to
         the Owner to indemnify the Owner against such lien. If such lien
         remains unsatisfied after payments are made, the Contractor shall
         refund to the Owner all money that the Owner may be compelled to pay in
         discharging such lien, including costs and reasonable attorneys' fees.
         Contractor's final lien waiver and affidavit of bills paid shall be in
         a form acceptable to the Owner and the Owner's lender. Contractor shall
         also secure final lien waivers and affidavits of bills paid in a form
         acceptable to the Owner and the Owner's lender from each Subcontractor.
         Sub-contractor, material supplier and equipment supplier of every tier
         at delivery of the Owner's check to the applicable Subcontractor.
         Sub-subcontractor, material supplier or equipment supplier.

         14.5.3 The making of final payment shall constitute a waiver of claims
         by the Owner except those arising from:

         .1       liens, claims, security interests or encumbrances arising out
                  of the Contract and unsettled;

         .2       failure of the Work to comply with the requirements of the
                  Contract Documents; or

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.


                                                                              15
<PAGE>
                  .3 terms of special warranties required by the Contract
                  Documents.

         14.5.4 Acceptance of final payment by the Contractor, a Subcontractor
         or material supplier shall constitute a waiver of claims by that payee
         except those previously made in writing and identified by that payee as
         unsettled at the time of final Application for Payment.

ARTICLE 15  PROTECTION OF PERSONS AND PROPERTY

         15.1 SAFETY PRECAUTIONS AND PROGRAMS

         The Contractor shall be responsible for initiating, maintaining and
         supervising all safety precautions and programs in connection with the
         performance of the Contract. The Contractor shall take reasonable
         precautions for safety of, and shall provide reasonable protection to
         prevent damage, injury or loss to:

                  .1 employees on the Work and other persons who may be affected
                  thereby;

                  .2 the Work and materials and equipment to be incorporated
                  therein; and

                  .3 other property at the site or adjacent thereto.

         The Contractor shall give notices and comply with applicable laws,
         ordinances, rules, regulations and lawful orders of public authorities
         bearing on safety of persons and property and their protection from
         damage, injury or loss. The Contractor shall promptly remedy damage and
         loss to property caused in whole or in part by the Contractor, a
         Subcontractor, a sub-subcontractor, or anyone directly or indirectly
         employed by any of them, or by anyone for whose acts they may be liable
         and for which the Contractor is responsible under Subparagraphs 15.1.2
         and 15.1.3, except for damage or loss attributable to acts or omissions
         of the Owner or by anyone for whose acts the Owner may be liable, and
         not attributable to the fault or negligence of the Contractor. The
         foregoing obligations of the Contractor are in addition to the
         Contractor's obligations under Paragraph 8.13.

         15.1.1 Cooperation and Safety: Contractor's Work shall be performed in
         accordance with all applicable requirements of the Environmental
         Protection Agency, OSHA and other Federal, State and Local regulations.
         Owner will cooperate with Contractor in all respects and take all
         necessary actions to enable Contractor to meet all such requirements
         with respect to the Work and the Project. Owner will cooperate with
         Contractor to assure that all areas where the Work is being performed
         are closed to access by unauthorized persons. Owner shall provide
         adequate security, including security personnel, to prevent
         unauthorized entry into Contractor's Work areas. The Owner will ensure
         that its employees, representatives, agents and tenants will abide by
         all safety procedures applied by Contractor on the Project. Contractor
         shall provide for its Work all safety signs, direction signs and
         warning signs for the Project in accordance with statutory
         requirements. All visitors to the Work areas shall be required to
         comply with Contractor's safety requirements. Owner agrees that
         Contractor's insurers' representatives shall have the right to inspect
         Contractor's Work and Project without hindrance.

         15.2 HAZARDOUS MATERIALS

         15.2.1 If reasonable precautions will be inadequate to prevent
         foreseeable bodily injury or death to persons resulting from a material
         or substance, including but not limited to asbestos or polychlorinated
         biphenyl (PCB), encountered on the site by the Contractor, the
         Contractor shall, upon recognizing the condition, immediately stop Work
         in the affected area and report the condition to the Owner and
         Architect in writing. When the material or substance has been rendered
         harmless, Work in the affected area shall resume upon written agreement
         of the Owner and Contractor. The Contract Time shall be extended
         appropriately and the Contract Sum shall be increased in the amount of
         the Contractor's reasonable additional costs of shutdown, delay and
         start-up, which adjustments shall be accomplished as provided in
         Article

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.



                                                                              16
<PAGE>

         12 of this Agreement.

         15.2.3 If the Contractor becomes aware that performance of the Work
         under this Agreement results in any exposure to hazardous material or
         environmental contamination, Contractor shall notify Owner and
         Architect immediately.

ARTICLE 16 INSURANCE

         16.1 The Contractor shall purchase from and maintain in a company or
         companies lawfully authorized to do business in the jurisdiction in
         which the Project is located insurance for protection from claims under
         workers' compensation acts and other employee benefit acts which are
         applicable, claims for damages because of bodily injury, including
         death, and claims for damages, other than to the Work itself, to
         property which may arise out of or result from the Contractor's
         operations under the Contract, whether such operations be by the
         Contractor or by a Subcontractor or anyone directly or indirectly
         employed by any of them. This insurance shall be written for not less
         than limits of liability specified in the Contract Documents or
         required by law, whichever coverage is greater, and shall include
         contractual liability insurance applicable to the Contractor's
         obligations. Certificates of Insurance acceptable to the Owner shall be
         filed with the Owner prior to commencement of the Work. Each policy
         shall contain a provision that the policy will not be canceled or
         allowed to expire until at least 30 days' prior written notice has
         been given to the Owner. The insurance shall contain an endorsement
         acceptable to Owner, listing the Owner as an additional insured.

         16.2 OWNER'S LIABILITY INSURANCE

         The Owner shall be responsible for purchasing and maintaining the
         Owner's usual liability insurance.

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.

                                                                              17
<PAGE>
     16.4 PROPERTY INSURANCE

     16.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in
     a company or companies lawfully authorized to do business in the
     jurisdiction in which the Project is located, property insurance on an
     "all-risk" policy form, including builder's risk, in the amount of the
     initial Contract sum, plus the value of subsequent modifications and cost
     of materials supplied and installed by others, comprising total value for
     the entire Project at the site in a replacement cost basis without optional
     deductibles. Such property insurance shall be maintained, unless otherwise
     provided in the Contract Documents or otherwise agreed in writing by all
     persons and entities who are beneficiaries of such insurance, until final
     payment has been made as provided in Paragraph 14.5 or until no person or
     entity other than the Owner has an insurable interest in the property
     required by this Paragraph 16.4 to be covered, whichever is later. This
     insurance shall include interest of the Owner, the Contractor,
     Subcontractors and sub-subcontractors.

     16.4.2 The Owner shall file a copy of each policy with the Contractor
     before an exposure to loss may occur. Each policy shall contain a provision
     that the policy will not be canceled or allowed to expire, and that its
     limits will not be reduced, until at least 30 days' prior written notice
     has been given to the Contractor.

     16.5 WAIVERS OF SUBROGATION

     16.5.1 The Owner and Contractor waive all rights against (i) each other and
     any of their subcontractors, sub-subcontractors, agents and employees, each
     of the other, and (2) the Architect, Architect's consultants, separate
     contractors described in Article II, if any, and any of their
     subcontractors, sub-subcontractors agents, and employees for damages caused
     by fire or other causes of loss to the extent covered by property insurance
     obtained pursuant to Paragraph 16.4 or other property insurance applicable
     to the Work, except such rights as they have to proceeds of such insurance
     held by the Owner as fiduciary. The Owner or Contractor, as appropriate,
     shall require of the Architect, Architect's consultants, separate
     contractors described in Article II, if any, and the subcontractors,
     sub-subcontractors, agents and employees of any of them, by appropriate
     agreements, written where legally required for validity, similar waivers
     each in favor of other parties enumerated herein. The policies shall
     provide such waivers of subrogation by endorsement or otherwise. A waiver
     of subrogation shall be effective as to a person or entity even though that
     person or entity would otherwise have a duty of indemnification,
     contractual or otherwise, did not pay the insurance premium directly or
     indirectly, and whether or not the person or entity had an insurable
     interest in the property damaged.

     16.5.2 A loss insured under the Owner's property insurance shall be
     adjusted by the Owner as fiduciary and made payable to the Owner as
     fiduciary for the insureds, as their interests may appear, subject to
     requirements of any applicable mortgagee clause. The Contractor shall pay
     Subcontractors their just shares of insurance proceeds received by the
     Contractor, and by appropriate agreements, written where legally required
     for validity, shall require Subcontractors to make payments to their
     subcontractors in similar manner.

     16.5.3 Upon the request and at the expense of Owner, Contractor will
     furnish performance and payment bonds written by a corporate surety. The
     cost of any such bonds is not included in the bid price and shall be paid
     for by Owner.

ARTICLE 17. CORRECTION OF WORK

     17.1 The Contractor shall promptly correct Work rejected by the Architect
     or failing to conform to the requirements of the Contract Documents,
     whether discovered before or after Substantial Completion and whether or
     not fabricated, installed or completed. Cost of

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.



                                                                              18

<PAGE>


     correcting such rejected Work, including additional testing and inspections
     and compensation for the Architect's services and expenses made necessary
     thereby, shall be at the Contractor's expense.

     17.2 In addition to the Contractor's obligations under Paragraph 8.4, if,
     within one year after the date of Substantial Completion of the Work or
     designated portion thereof or after the date for commencement of warranties
     established under Subparagraph 14.4.2, or by terms of an applicable special
     warranty required by the Contract Documents, any of the Work is found to
     be not in accordance with the requirements of the Contract Documents, the
     Contractor shall correct it promptly after receipt of written notice from
     the Owner to do so unless the Owner has previously given the Contractor a
     written acceptance of such condition. The Owner shall give such notice
     promptly after discovery of the condition. During the one-year period for
     correction of Work, if the Owner fails to notify the Contractor and give
     the Contractor an opportunity to make the correction, the Owner waives the
     rights to require correction by the Contractor and to make a claim for
     breach of warranty.

     17.3 If the Contractor fails to correct noncoforming Work within a
     reasonable time, the Owner may correct it in accordance with Paragraph 7.3.

     17.4 The one-year period for correction of Work shall be extended with
     respect to portions of Work first performed after Substantial Completion by
     the period of time between Substantial Completion and the actual
     performance of the Work.

     17.5 The one-year period for correction of Work shall not be extended by
     corrective Work performed by the Contractor pursuant to the Article 17.

ARTICLE 18 MISCELLANEOUS PROVISIONS

     18.1 ASSIGNMENT OF CONTRACT

     Neither party to the Contract shall assign the Contract without written
     consent of the other.

     18.2 GOVERNING LAW

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

     18.3 TESTS AND INSPECTIONS

     Test, inspections and approvals of portions of the Work required by the
     Contract Documents or by laws, ordinances, rules, regulation or orders of
     public authorities having jurisdiction shall be made at an appropriate
     time. Unless otherwise provided, the Contractor shall make arrangements for
     such tests, inspections and approvals with an independent testing
     laboratory or entity acceptable to the Owner, or with the appropriate
     public authority, and shall bear all related costs of tests, inspections
     and approvals. The Contractor shall give the Architect timely notice of
     when and where tests and inspections are to be made so that the Architect
     may be present for such procedures. The Owner shall bear costs of tests,
     inspections or approvals which do not become requirements until after bids
     are received or negotiations concluded.

     18.4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD

     As between Owner and Contractor, any applicable statute of limitations
     shall commence to run any alleged cause of action shall be deemed to have
     accrued:

          .1   not later than the date of Substantial Completion for acts or
               failures to act occurring prior to the relevant date of
               Substantial Completion;

          .2   not later than the date of issuance of the final Certificate for
               Payment for acts or failures to act occurring subsequent to the
               relevant date of Substantial Completion and prior to the issuance
               of the final Certificate for Payment; and

          .3   not later than the date of the relevant act or failure to act by
               the Contractor for acts or

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.




                                                                              19


<PAGE>
     failures to act occurring after the date of the final Certificate for
     Payment.

ARTICLE 19 TERMINATION OF THE CONTRACT

     19.1 TERMINATION BY THE CONTRACTOR

     If through no fault of the Contractor, the Owner fails to make payment
     within seven (7) days from the time payment should have been made provided
     herein (except where such nonpayment is due to defective Work by Contractor
     or other material breach by Contractor), then Contractor may, without
     prejudice to any other remedy it may have, upon two (2) additional days'
     written notice to the Owner, stop its Work until payment of the amount
     owing has been received. In the event Contractor resumes its Work, the
     Schedule shall be equitably adjusted, and Owner shall incur no liability
     for such suspension. If, through no fault of the Contractor, the
     Contractor's Work is suspended for the more then sixty (60) days, the
     Contract Sum may be equitably adjusted by the amount of Contractor's
     reasonable costs of shutdown, delay and startup. The Contractor may, upon
     seven additional days' written notice to the Owner and the Architect,
     terminate the Contract and recover from the Owner payment for Work
     executed and for proven loss with respect to materials, equipment, tools,
     and construction equipment and machinery, including reasonable overhead,
     profit and damages applicable to the Project.

     19.2 TERMINATION BY THE OWNER

     19.2.1 The Owner may terminate the Contract if the Contractor:

          .1   refuses or fails to supply enough properly skilled workers or
               proper materials;

          .2   fails to make payment to Subcontractors for materials or labor in
               accordance with the respective agreements between the Contractor
               and the Subcontractors;

          .3   disregards laws, ordinances, or rules, regulations or orders of a
               public authority having jurisdiction; or

          .4   otherwise is guilty of breach of a provision of the Contract
               Documents.

     19.2.2 When any of the above reason exists, the Owner, may, without
     prejudice to any other remedy the Owner may have and after giving the
     Contractor seven days' written notice, terminate the Contract and take
     possession of the site and all materials, equipment, tools, and
     construction equipment and machinery thereon owned by the Contractor and
     may finish the Work by whatever reasonable method the Owner may deem
     expedient. Upon request of the Contractor, the Owner shall furnish to the
     Contractor a detailed accounting of the costs incurred by the Owner in
     finishing the Work.

     19.2.3 When the Owner terminates the Contract for one of the reasons stated
     in Subparagraph 19.2.1, the Contractor shall not be entitled to receive
     further payment until the Work is finished. If the Contractor's Work is
     terminated or suspended for the convenience of the Owner or any other
     party, (as opposed to termination for Contractor's default), then
     Contractor shall be paid for all Work performed to-date, and for equipment
     and materials already ordered. Contractor shall not be entitled to any
     additional payment for claimed termination damages or costs.

     19.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing
     the Work, including compensation for the Architect's services and expenses
     made necessary thereby, and other damages incurred by the Owner and not
     expressly waived, such excess shall be paid to the

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.



                                                                              20

<PAGE>


     Contractor. If such costs and damages exceed the unpaid balance, the
     Contractor shall pay the difference to the Owner. The amount to be paid to
     the Contractor or Owner, as the case may be, shall be certified by the
     Architect, upon application, and this obligation for payment shall survive
     termination of the Contract.

ARTICLE 20 OTHER CONDITIONS OR PROVISIONS'

CONTRACTUAL CLARIFICATIONS:

o    This Agreement is conditional upon acceptance of mutually agreed upon terms
     and conditions specified herein.

COMMERCIAL CLARIFICATIONS:

o    This Agreement is based on a normal 40-hour week. No premium time has been
     included.

o    Retention to be paid within 30 days after completion of Contractor's Work

o    Contractor will be reimbursed for material received and stored in a
     warehouse or prestocked at jobsite, following receipt of lien releases in a
     form acceptable to Owner for the materials.

o    Temporary power, lighting, hearing and potable water to be provided by
     Owner.

o    Payment due for materials received and stored on site in an area adjacent
     to work area. No offsite warehouse has been included.

o    Insurance to be provided on Standard Accord Form.

o    A clear, uninhibited entry of sufficient size to accommodate all clean
     room components shall be provided in close proximity to the clean room.

o    Agreement is based upon award of the complete bid package.

o    Performance and/or payment bonds are not included.

o    PCI had included daily clean-up of cleanroom construction debris.

o    If the project is canceled or put on hold, PCI shall be paid in full for
     Work properly performed up to the day of cancellation. If the project is
     extended in duration for more than sixty (60) days from the original
     contracted schedule. PCI shall be entitled to an equitable adjustment in
     the Contract Time and Contract Sum.

o    All materials and connections provided by Owner are to be provided in a
     timely manner. PCI is not responsible for coordinating Owner provided
     material.

SCHEDULE

o    Owner and Contractor mutually agree upon the schedule set forth herein in
     relation to releases, durations and site conditions.

o    Contractor has been afforded the opportunity to establish the activities
     and working time necessary to perform and complete the Work pursuant to the
     terms of this Agreement.

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.




                                                                              21

<PAGE>


In the event Contractor is unable to finish the Work on or about the scheduled
completion date through no fault of Contractor, Contractor shall be entitled to
reasonable compensation for cost resulting from the delay.

CHANGES:

o    All changes must be agreed upon by Owner and Contractor in writing and in
     advance of any additional Work, modifications, or additions. The cost of
     any extra Work, modifications, or additions required by jobsite conditions
     or directed by Owner shall be added to contract price plus 10% for overhead
     and 5% fee. Contractor shall be entitled to payments for said Work, as
     directed by Owner, whether issued verbally or in writing. The jobsite
     representative of Owner shall have authority to authorize extra Work,
     modifications, or additions as outlined above, and to commit to Owner to
     make payment therefor.

o    No charges will be made to Contractor's account for Work performed or
     material furnished by others, without notifying Contractor and receiving
     its written approval before proceeding with such Work.

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

OWNER (Signature)                                   CONTRACTOR(Signature)

------------------------                            ----------------------------
(Printed name and title)                            (Printed name and title)

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

This Document includes abbreviated General Conditions and should not be used
with other general conditions.

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.

This document has been approved and endorsed by The Associated General
Contractors of America.

(AIA LOGO)
(C) 1997 AIA (R)

AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292

(C) 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C)
1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of
the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution. WARNING: Unlicensed photocopying violates US
copyright laws and will subject the violator 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: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444, which expires on 1/31/2004.


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