HOFFMAN CONSTRUCTION COMPANY                   SUBCONTRACT
OF OREGON                                      DATE:              9/12/95
P.O. BOX 1300, 1300 SW SIXTH AVENUE            NUMBER:            95096-7757
PORTLAND, OR 97207                             COST CODE:         03400
TEL:  221-8811             FAX: 221-8934       PAGE 1 OF 2


SUBCONTRACTOR:                       
Monroc Incorporated                  
P.O. Box 789                         
2755 E. State Street                 
Eagle, ID 83616
                                     
Phone:        (208) 939-6831    
Fax:          (208) 939-2151         
License No:   64925 
Vendor No:    287523                  

PROJECT: Snake River Correctional Institution, Phase II-Ontario, OR
JOB NO.  95096
The following attachments are herein included as part of this Subcontract:

                                                    DATE                   PAGES

"A" Project Requirements                           7/17/95                   1
"B" Insurance Requirements                         7/17/95                   1
    Safety Plan   
    Drug Testing   
"C" Subcontract General Provisions                10/10/94                   2
    Bond Requirements:  Yes X  No


                                   WITNESSETH

     Contractor has entered into a Contract with Oregon Department of
Corrections (Owner) pertaining to the construction of the project above; and
whereas, Contractor and Subcontractor desire to enter into this Agreement for
Subcontractor's performance of a portion of the work called for by the Contract.
                                                                                
     Therefore, for and in consideration of the promises and other good and
valuable consideration and sufficiency of which is hereby expressly
acknowledged, the parties agree as follows:

                              ARTICLE 1 - THE WORK

     Subcontractor agrees to furnish all supervision, engineering, management,
labor, tools equipment, materials, supplies, facilities and financing and to
secure all field measurements necessary to perform and to fully complete the
following described work and all work incidental thereto. The term "Work" as
used herein includes, without limitation, all of the aforesaid together with the
following described work: SPECIFICATION SECTION: 1. Section 03490 - Structural
Precast Concrete Cells CLARIFICATIONS: 1. This work is based on Bid Package No.
1 documents as amended by Addendum No. 1 dated August 9, 1995, Addendum No. 2
dated August 15, 1995 and Addendum No. 3 dated August 16, 1995, including all
drawings issued therewith. 2. Subcontractor shall furnish and install all work
complete in accordance with the contract documents. 3. Subcontractor's work
includes but is not limited to the following: a) 602 Double Cell Units b) 80
Single Cell Units 4. Subcontractor excludes the following: a) Backer Rod and
Pick Proof Sealant b) Cell Furniture and Plumbing Fixtures


                        ARTICLE 2 - THE SUBCONTRACT PRICE

     Contractor shall pay Subcontractor for the performance of the work, subject
to additions and deductions modifications as provided in the contract documents,
the total of ("THE SUBCONTRACT PRICE") which includes all taxes except those
specifically excluded herein.

Four Million, Eight Hundred Twenty-Three Thousand, Two Hundred Twenty-Eight
and No/100 Dollars--$4,823,228.00
Retainage: 5%
See Article II, "Attachment C:

     Both parties have read and understand this Subcontract. This Subcontract
constitutes the entire Subcontract, and supersedes all prior proposals and
agreements. The Contractor assumes no responsibility or representation made by
any of its officers or agents or any other persons during or prior to the
execution of this Subcontract unless such understanding or representations are
expressly stated herein. No provision of this Subcontract may be waived or
changed, except in writing by Contractor.

     IN WITNESS WHEREOF, Contractor and Subcontractor have executed this
agreement in duplicate by their proper officers or duly authorized agents.

SUBCONTRACTOR                            HOFFMAN CONSTRUCTION COMPANY OF OREGON


BY:       _____________________________  BY: ____________________________
          SIGNATURE                          Wayne Drinkward, President

          Wm. Richard Johnson
BY:       Executive Vice President           License Number:  28417   DOM:mhk
          _____________________________
          NAME/TITLE


     XVI. Subcontractor shall guarantee its Work to the same extent that
Contractor is obligated to guaranteee its work under the Contract, and to such
greater extent as required by law, but in any event shall guarantee its Work
against all defects in materials or workmanship for a period of one year from
the date of final acceptance of the Project by Owner. Subcontractor agrees to
provide such further guarantees, warranties, bonds and assurances as required by
the Contract or as customary in the type of construction called for on the
Project. Nothing herein shall relieve Subcontractor of liability for direct and
consequential damages arising from any failure to perform the obligations of
this Subcontract.

     XVII (a) Should Owner file a claim, counterclaim or cross claim against
Contractor relating to, or arising out of, in whole or part, performance of
Subcontractor's Work, Subcontractor and its surety agree to be bound to
Contractor to the same extent that Contractor is bound to Owner by the terms of
the Contract and shall likewise be bound by all rulings, decisions or
determinations made pursuant to the Contract including but not limited to the
final decision of an appeal board, arbitration or court of competent
jurisdiction whether or not Subcontractor or its surety is a party to such
proceeding. If called for by Contractor, Subcontractor shall defend at no cost
to Contractor all claims or that portion thereof, relating to or arising out of
the performance of Subcontractor's Work, and shall become a part to such
proceeding or determination.

     (b) As to any claim by Subcontractor on account of acts or omissions of
Owner, or its representatives, Contractor agrees to present to Owner, in
Contractor's name, all of Subcontractor's claims for extras and equitable
adjustments and to further invoke on behalf of Subcontractor those provisions of
the Contract for determining disputes. Subcontractor shall have full
responsibility for preparation and presentation of such claims and shall bear
all expenses thereof, including attorney's fees. Subcontractor agrees to be
bound by the procedure and final determinations as specified in the Contract and
agrees that it will not take any other action with respect to any such claims
and will pursue no independent litigation with respect thereto or any disputes
resolution procedures. Subcontractor shall not be entitled to receive any
greater amount from Contractor. Subcontractor shall accept such amount, if any
as full discharge of all such claims. With respect to such claims, Subcontractor
shall given written notice to Contractor within sufficient time to permit
Contractor to give notice to Owner within the time allowed by the Contract.
Failure to give such notice shall constitute a waiver of such claim.

     (c) Notwithstanding paragraph (b) of this Section, Contractor shall have
the right, at any time, to settle or otherwise dispose of any claim by
Subcontractor on account of acts or omissions of Owner or its representatives .
Should Contractor exercise this right, Contractor shall determine the amount, if
any to be paid to Subcontractor on account of such claim. Such decision shall be
final and binding unless Contractor's decision is submitted to arbitration in
accordance with paragraph (d) of this Section.

     (d) Should a dispute arise which is not controlled or determined by the
above paragraphs of this Section or other provisions of this Subcontract, then
said dispute shall be settled by Contractor's written decision with respect to
such dispute Such written decision shall be conclusive and shall be final and
binding on Subcontractor and its surety unless Subcontractor within thirty (30)
days following the receipt of such written decision, shall file a demand for
arbitration in accordance with the then current rules of the Construction
Industry Arbitration Rules of the American Arbitration Association, unless the
parties mutually agree otherwise. If such demand is filed, then the dispute
shall be decided by arbitration in accordance with such Rules, before three (3)
neutral arbitrators. This agreement to arbitrate shall be specifically
enforceable and the arbitration decision shall be final and binding as between
Contractor and Subcontractor and its surety. If arbitration is conducted
involving Owner, Contractor or any other party concerning or in any way relating
to: responsibility under this Subcontract; any dispute relating to the Work
required or alleged to be required herein; this Subcontract; or Subcontractor;
then in any of these events, Subcontractor expressly agrees to a consolidated or
joint arbitration, if and as called for by Contractor.

     (e) Subcontractor shall proceed diligently with the Work pending final
determination of any dispute or claim.

     (f) The provisions of this Section shall survive the completion or
termination of this Subcontract.

     (g) Subcontractor covenants and expressly agrees that if for any reason the
Subcontract is not completed a contemplated herein or if any dispute shall arise
over the entitlement or the rights of Subcontractor, Subcontractor's sole
recourse shall be an action as provided herein to enforce the several terms and
provisions of this Subcontract, and no action shall be in favor of Subcontractor
in the nature of quantum meruit, quantum valebant, quasi contract, or any other
theory of law or equity.

     XVIII. If at any time Subcontract shall: (a) become insolvent or be unable
to pay its debts as they mature or commit any act of bankruptcy or have filed or
suffered to be filed a petition of bankruptcy against Subcontractor or have a
receive or trustee appointed or suffered the appointment of a receiver or
trustee to take charge of its property or to be adjudicated bankrupt, or (b)
fail to pay promptly when due all bill and charges for labor, materials,
equipment and services used in the performance of this Subcontract or required
to be paid by this Subcontract, or (c) fail or refuse to proceed with or to
properly perform its Work as directed by Contractor, or (d) fail or refuse to
properly perform or abide by any term or condition of this Subcontract, then
Subcontractor shall be deemed in default and Contractor may give Subcontractor
written notice of such default. If Contractor determines that Subcontractor has
not remedied such default within five (5) days after the date of Contractor's
notice, Contractor, by Subcontractor or otherwise, at its option may, without
prejudice to any other right or remedy, take over the Work or any part thereof
and complete the same at the expense of Subcontractor, or without taking over
the Work, may furnish the necessary equipment, materials and workmen to remedy
the situation at the expense of Subcontractor. If Contractor takes over the Work
pursuant to this Section it is specifically agreed that Contractor may take
possession of the premises and all materials, tools, equipment, drawings and
appliances of Subcontractor at the site for the purpose of completing the Work
covered by this Subcontract. Subcontractor shall pay to Contractor a sum equal
to Contractor's total cost including but not limited to all monies expended and
all costs, losses, damages and extra expense, including all management,
administrative and other direct and indirect expenses, plus attorneys' fees,
incurred by Contractor because of such default, together with all such costs
incident to taking over and completing the Work or any part thereof or
furnishing the necessary equipment, material or workmen. Subcontractor's
liability shall include without limitation all payments made, expenses and
losses incurred, damages sustained and obligations assumed by Contractor in good
faith and under the belief that such payments or assumptions were necessary,
whether or not they were actually necessary or required, including but not
limited to payments made in settlement or compromise of claims or payment of
judgments arising out of or related to the Work. Subcontractor agrees that
should Owner terminate the Contract then Subcontractor's remedies shall be as,
and only as, provided for in the Contract and Subcontractor shall be paid only
such sums as shall be paid by Owner for the account of Subcontractor, excluding
such amounts as may be paid for Contractor's overhead and profit, if any,
Contractor's determination that Subcontractor is in default and that
Subcontractor has failed to remedy such default as required herein, made in good
faith and under the belief that a default existed and that Subcontractor failed
to remedy such default, shall be conclusive as to Contractor's right to proceed
as provided herein. Any action by Contractor which is, or is subsequently
determined to be, without default or sufficient default by Subcontractor, or is
otherwise determined to be, for any reason, improper, wrongful or in breach of
the terms and provisions of this Subcontract, shall be treated, for all
purposes, under Section XIX.

     XIX. Contractor reserves the right, in its sole and exclusive discretion,
with or without cause, to terminate this Subcontract, as to all or any part of
the work, for Contractor's convenience at any time prior to completion of the
Work, by written notice effective upon Subcontractors' receipt of notice or such
later time as such notice may provide. In such event, Subcontractor shall cease
performance of the Work at the time provided, shall secure and protect any
portion of the Work then performed and all materials and equipment theretofore
furnished, and shall promptly notify all of its subcontractors and suppliers to
the same effect. Subcontractor, for itself and for all of its subcontractors and
suppliers, shall thereafter present to Contractor a termination inventory in
writing describing the nature, quantity, cost and location of all materials and
equipment theretofore furnished or ordered for the Work, and shall, at
Contractors' option, assign to Contractor such subcontracts and purchase orders
as Contractor may direct. Subcontractor shall take such actions as Contractor
may direct or as may be reasonable to terminate, cancel, assign, assemble,
return, sell or otherwise account for the termination inventory, and shall
thereafter account to Contractor for all costs of labor, materials, equipment
and overhead incurred by Subcontractor pursuant to this Subcontract, and all
credits realized upon termination. Such accounting shall be supported by such
documentation, and shall be subject to such verification as Contractor shall
reasonably require. Contractor shall thereupon pay to Subcontractor the amount
of Subcontractor's net costs incurred together with an allowance of ten percent
(10%) as general overhead and profit, but in no event more than the Subcontract
price, less such amount as Subcontractor may have previously received as partial
payment upon the Subcontract price. The cost principles and procedures of Part
31 of the Federal Acquisition Regulation of the united States of America in
effect on the date of this Subcontract shall govern all costs claimed, agreed to
or determined under this paragraph. Subcontractor shall not be entitled to any
lost profit on uncompleted Subcontract work or any indirect costs, expenses or
damages arising out of the termination.

     XX. Subcontractor agrees to reimburse Contractor for any and all liquidated
or actual damages that may be assessed against and collected from Contractor
which are attributable to or caused by Subcontractor's failure to perform the
Work required by this Subcontract within the time fixed or in the manner
provided for herein, and in addition thereto, agrees to pay to Contractor such
other or additional damages, including attorneys' fees, as Contractor may
sustain by reason of Subcontractor's delay or failure to perform in accordance
with this Subcontract. The payment of such damages shall not release
Subcontractor from any liability assumed hereunder or its obligations to
otherwise fully perform this Subcontract.

     XXI. All labor used by Subcontractor throughout the Work shall be
acceptable to Owner and Contractor and shall be of a standing or affiliation
that will permit the work of the Contract to be carried on harmoniously and
without delay and will in no case or under any circumstances cause any
disturbance, interference, or delay to the progress of the Contract. Failure at
any time to comply with any of the provisions of this Section will constitute a
default by Subcontractor, and Contractor shall have all of the rights contained
in Section XVIII with regard to such default. If, by reason of strikes,
picketing, refusals to work or disputes of any nature, whether the result of
disputes with Contractor, Subcontractor or other persons, Subcontractor,
Subcontractor or other persons, Subcontractor Should be persistently,
repeatedly, or for a total of five (5) consecutive days, unable to supply enough
properly skilled craftspeople/personnel/employees or proper materials to execute
the Work, then Contractor may either directly or by engaging other
Subcontractors, furnish the materials and/or employ the
craftspeople/personnel/employees necessary to continue the performance of the
Work, at the expense of Subcontractor, and Contractor, shall have all rights set
forth in Section XVII for Subcontractor's default. Notwithstanding any provision
thereof, Subcontractor shall be an independent contractor, maintaining control
over its employees and operations and neither Subcontractor nor anyone employed
by Subcontractor shall be deemed to be the servant, employee or agent of
Contractor o Owner.

     XXII. Subcontractor shall not assign or sublet this Subcontract ro any part
thereof without firs obtaining the written consent of Contractor. Unless
Contractor's written consent specifically provides otherwise, Subcontractor's
duties and obligations hereunder shall not be modified by any such assignment or
Subcontract.

     XXIII. Subcontractor agrees to comply with the terms, covenants,
conditions, and provisions of the Contract and shall complete the Work in strict
accordance with the plan, specifications, schedules, drawings and the like and
further agrees not to violate any term, covenant, condition or provision of the
Contract. Any enumeration herein of any specific items of work, materials or
equipment shall not be construed to exclude other items. If any provision herein
is inconsistent with Contractor's Contract with Owner, or with the drawings or
specifications, the specific provision herein shall govern.

     XXIV. the parties herein intend for the terms, covenants, conditions and
provisions of the Subcontract to be divisible so that should any provision or
term of this Subcontract now or at any time during the term hereof be in
conflict with any Federal, state or municipal law, regulation or the like, or
any applicable judicial or arbitration decision, then such provision shall
continue in full effect only to the extent permitted. In the event any provision
of this agreement is thus held inoperative, the remaining provisions of this
agreement, shall nonetheless remain in full force and effect as if the
invalidated portion did not appear when this Subcontract was executed.

     XXV. A waiver by Contractor of any breach or violation by Subcontractor of
any provision hereof or of the Contract shall not constitute a waiver of any
further or additional breach of such provision or of any other provision. No
provision of this Subcontract, including theses Subcontract General Provisions,
may be waived by Contractor except in _____ and this Subcontract may only be
amended by written agreement of Contractor and Subcontractor.

     XXVI. Subcontractor enters into this Subcontract based upon its own
investigation of all relevant matters and is in no way relying upon any opinions
or representations of Contractor. Any failure by Subcontractor to gain all
necessary knowledge and familiarize himself with the available information will
not relieve Subcontractor from responsibility for estimating properly the
difficulty or cost of successfully performing the Work nor from the satisfactory
performance thereof. Contractor assumes no responsibility for any understanding
of the partie and is the complete and exclusive statement of all of the terms
and conditions of the agreement between Contractor and Subcontractor and all the
representations of the parties and supersedes all prior oral or written
agreements or representations. This Subcontract shall not be varied,
supplemented, qualified or interpreted by any prior course of dealing between
the parties or by any usage or trade, except as otherwise provided herein.

     XXVII. Subject to the other provisions hereof, this Subcontract shall be
binding upon and shall inure to the benefit of the successors and assigns of the
parties hereto.


                     ATTACHMENT "A" - PROJECT REQUIREMENTS

                                                        JOB:  Snake River -95096
                                                        DATE: 7/17/95

     Subcontract will perform all work complete in strict accordance with
Specifications for The Snake River Correctional Institution, Phase II-Ontario,
Oregon as proposed by HOK Architecture, P.C., including all drawings issued
therewith as noted on the Drawing Index. This work includes without limitation
all of the Specifications and, all General Conditions, Supplementary Conditions,
and General Requirements of the Specifications as they apply to the work being
performed under this Subcontract.

INCLUSIONS:

      This Subcontract will also include without limitation the following:

1.   Submittals: Subcontractor will furnish all submittals of Shop Drawings,
     Product Data, and Samples as required in ample time to prevent any delay
     due to lack of approval. Subcontractor shall thoroughly review the
     submittals of its sub tier vendors and subcontractors. All such submittals
     shall be approved by Subcontractor prior to transmittal to Contractor, and
     Contractor shall have the right to rely upon Subcontractor's approval as
     constituting compliance with the Contract Documents.

2.   Subcontractor will pay special attention to the Certification of Payroll
     provisions of the Documents. Subcontractor will submit Certified Payrolls
     as required by the Contract Documents on the dates established by
     Contractor.

3.   State of Oregon Standard General Conditions: (Bound in Specifications)

4.   Traffic Control and Flagging: All Subcontractors shall be responsible for
     providing all traffic control, wheel washes, street cleaning, dust and
     noise control to comply with all applicable codes and regulations as it
     pertains to their work.

SCHEDULE:

     Subcontractor will coordinate the schedule for the work contained herein
with Contractor's Superintendent. Subcontractor recognizes that time is of the
essence and will complete all work as scheduled to avoid delaying other work
activities and the completion dates for the total project.

MISCELLANEOUS PROVISIONS:

1.   Quality: The quality of the workmanship and materials furnished and
     installed under this Subcontract shall be of the highest level and shall,
     in all respects, be of industry accepted standards for quality and
     workmanship. Any work or materials which do not exhibit the highest level
     of standards for quality and workmanship, shall be removed and replaced at
     no additional charge to the Owner or Contractor.

2.   Jobsite Appearance/Storage: Contractor has implemented a Jobsite
     Appearance/Storage. Contractor has implemented a Jobsite Appearance/Storage
     Program. Subcontractor shall comply with/and is apprised that extremely
     crowded conditions will exist at the jobsite. Subcontractor will coordinate
     its work with and obtain Contractor's job superintendent's prior approval
     of Subcontractor schedule for delivery, installation and/or placement of
     its material, equipment and crew shacks on the jobsite.

3.   Clean-up: Subcontractor will continually and thoroughly cleanup and remove
     from Jobsite, at its expense, all waste, debris, surplus equipment and
     surplus materials resulting from Subcontractor's operations and is advised
     that recycling of debris will be utilized on this project. Such cleanup
     shall occur on at least a weekly basis and more often if, based on the
     judgment of Contractor's Superintendent, more frequent cleanup is necessary
     to prevent risk of injury to employees or crafts people or personnel on the
     jobsite. If Subcontractor fails to cleanup such waste, debris, surplus
     materials and surplus equipment, such clean up and removal will be done by
     others and costs for this work will be deducted from the Subcontract.

4.   Utilization of Contractor's Equipment: If Subcontractor uses Contractor's
     joisting facilities or borrows, rents, or otherwise performs any work with
     scaffoldings, tools or equipment owned or furnished by Contractor, by so
     using such facilities, scaffold, tools or equipment, Subcontractor accepts
     such items in an "as is" condition. In addition, Subcontractor shall
     inspect such items and accept full responsibility for the safety of
     Subcontractor's personnel and promises that it shall to the full extent
     allowed by law, defend, indemnify and save Contractor harmless from all
     claims (including costs and reasonable attorneys fees) which may be brought
     against Contractor arising our of Subcontractor or its employees, agents or
     sub-subcontractor's use of such items. The obligations under this paragraph
     are in addition to all other obligations assumed by Subcontractor,
     including but not limited to Subcontractor's assumed liability for injury
     to its employees as stated in the insurance and indemnity requirements set
     forth in Attachment "B".

5.   Security Requirements: The Snake River correctional Institution
     Construction Security Procedures dated July 26, 1995. (Bound in
     Specifications).

6.   Security Check Form: (Bound in Specifications)

7.   Inmate Labor: Subcontractor shall comply with Contractors and Owners Inmate
     Labor Requirements to the maximum extent possible.

8.   Firestop and Sleeves: Subcontractor includes furnishing and setting of all
     sleeves and firestopping connected with its work in strict accordance with
     "Firestopping" of the Specifications.

9.   Joint Sealants: Unless specifically excluded elsewhere, Subcontractor shall
     do all caulking connected with its work in strict accordance with "Joint
     Sealants" of the Specifications.

NONDISCRIMINATORY PROVISIONS

     This Subcontract is subject to the provisions of Executive Order 11246
(Equal Opportunity Clause as amended; the regulations in 40 CFR 60-4 Equal
Opportunity Clause); Executive Order 11701 (Job Openings to Veterans); 20 CFR,
Section 741.3 and 741.29; together with 20 CFR, Chapter VI, 741 (Employment of
Handicapped); and the Vietnam Era Veterans' Readjustment Act of 1972, as
amended.

     Subcontractor will not discriminate against any employee or applicant for
employment because of race, creed, color, national origin, sex or age.
Subcontractor ensure that applicants are employed, and that employees are
treated during employment without regard to their race, creed, color, national
origin, sex or age. Such action shall include but not be limited to the
following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation and selection for training.

     Subcontractor will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising the said labor union or workers' representative
of the bidder's commitments under this Section. The words "Equal Opportunity
Employer" shall be used in all advertisements for employees.

     Subcontractors will include the provisions of the last three foregoing
paragraphs, as well as all other applicable portions of the Contract
Requirements in every contract or purchase order issued by Subcontractor for
goods or services required under this Subcontract.

                 ATTACHMENT "B" - PROJECT INSURANCE REQUIREMENTS

                                                         JOB:  Snake River-95096
                                                         DATE: 7/17/95

     Subcontractor agrees to obtain, maintain and pay for such workmen's
compensation and employer's liability insurance as may be required by the
Contract or by law. Subcontractor shall also provide and maintain in full force
and effect during the term of the Subcontract comprehensive general liability
insurance (including but not limited to contractual liability assumed under this
Subcontract and completed operations coverage) and comprehensive automobile
liability insurance, protecting Subcontractor, Owner and Contractor against
liability from damages because of injuries, including death, suffered by
persons, including employees of Subcontractor, and liability from damages to
property, arising from or growing out of the Work hereunder or Subcontractor's
operations in connection with the performance of this Subcontract. Such
insurance shall be in the amounts specified in the Contract, but in no event,
shall such insurance be in amounts less than the following:

Comprehensive General Liability    Comprehensive Automobile Liability

Bodily Injury                      Bodily Injury
    $1,000,000 per occurrence           $1,000,000 per person
    $1,000,000 aggregate                $1,000,000 per occurrence

Property Damage                    Property Damage
    $1,000,000 per occurrence           $1,000,000 per occurrence
    $1,000,000 aggregate

     Said insurance is to be in form and issued by a company or companies
satisfactory to Contractor. Written proof of compliance with these insurance
requirements shall be furnished to Contractor. Such proof of insurance shall be
in a form satisfactory to Contractor and provide for ten (10) days written
notice to Contractor prior to cancellation or modification of any insurance
referred to therein.

     Subcontractor in addition to its obligations to provide insurance as
required by this Subcontract, shall indemnify, defined and save harmless
Contractor and its officers, agents and employees from and against all claims,
loss, damage, liability costs charge or expense (including attorneys' fees)
directly or indirectly arising out of or resulting from any failure of
Subcontractor to perform any of the terms and conditions of this Subcontract or
the performance of or failure to perform the Work or in any manner caused or
claimed to be caused by any act, inaction, fault or negligence of Subcontractor
or anyone acting on its behalf, even though the same may have resulted from the
joint, concurring or contributory act or negligence of Contractor, or those in
privity of Contract with Contractor, unless the same be caused by the sole
negligence or willful misconduct of Contractor, or those in privity of contract
with Contractor. Without limiting the generality of the foregoing. Subcontractor
agrees to assume entire responsibility and liability for all claims for damage
or injury to all persons, whether employees or otherwise and to all property,
arising out of, resulting from or in any manner connect with, the execution of
the Work or occurring or resulting from the use by Subcontractor, its agents or
employees, or materials, equipment, instrumentalities or other property, whether
the same be owned by Contractor, Subcontractor or third parties. In any instance
whereby Contractor is entitled to be indemnified by or to recover any monies
from Subcontractor, Contractor shall be entitled, in addition, to recover from
Subcontractor (a) interest on any sums due from Subcontractor at the maximum
legal rate of interest per annum from date due until paid; (b) reasonable
attorney's fees incurred by Contractor for all investigation, negotiation,
litigation, arbitration or other such services commonly performed by attorneys;
and (c) all court costs, fees paid to experts, arbitration fees and like
expenses.

     In addition to the insurance and indemnify requirements set forth above,
Subcontractor expressly agrees to defend, indemnify and hold Owner, its
Architects and Engineers, Hoffman Corporation, its subsidiaries, their officers,
agents and employees harmless from all claims and loss (including reasonable
attorney fees) arising from injuries, including death, to its employees and
employees of its subcontractors. The Subcontractors hereby assumes liability for
actions brought by its employees and waives its immunity under the applicable
Worker's Compensation Law to extent permitted under such law. The indemnities
assumed by Subcontractor shall not, however, extend to injuries or damages
caused by injuries or damages caused by or resulting from the sole negligence of
the Contractor. Subcontractor further agrees to add Owner, its Architects and/or
Engineers, Hoffman Corporation, its subsidiaries, their officers, agents and
employees as additional insureds under its general liability policies, including
coverage for liability of the additional insureds with respect to injuries,
including death, to employees of the Subcontractor and its subcontractors. Such
insurance shall be primary and any insurance maintained by the additional
insureds shall be excess and non-contributory. If the Subcontractor's general
liability insurance policy has a general aggregate, then the general aggregate
shall apply separately to this Subcontract.

                               PROJECT SAFETY PLAN

SAFETY PRECAUTIONS AND PROGRAMS

     Subcontractor shall comply with Contractor's Safety Program. Subcontractor,
its project supervision and personnel shall attend and participate in safety
meetings and programs as required by Contractor. Subcontractor shall use every
device, care and precaution which it is practicable to use for the protection
and safety of life and limb and without regard to the additional cost of
suitable material or safety appliances and devises. Without limiting the
foregoing, Subcontractor shall provide protection to prevent damage, injury or
loss to:

1.   All employees on the work and all other persons who may be affected
     thereby;

2.   All the work and all materials and equipment to be incorporated therein,
     whether in storage on or off the site, under the care, custody or control
     of the Subcontractor or any of its subcontractors; and

3.   Other property at the site or adjacent thereto, including trees, shrubs,
     lawns, walks, pavements, roadways, structures, and utilities not designated
     for removal, relocation or replacement in the course of construction.

     Subcontractor shall give all notices and comply with all applicable laws,
ordinances, rules, regulations including State and Federal Hazardous
Communication Regulations and lawful orders of any public authority bearing on
the safety of persons or property or their protection from damage, injury or
loss.

     Subcontractor shall designate a responsible member of its organization at
the site whose duty shall be the prevention of accidents. This person shall be
the Subcontractor's superintendent unless otherwise designated by the
Subcontractor in writing to the Contractor.

                        PROJECT DRUG AND ALCOHOL TESTING

DRUG AND ALCOHOL TESTING REQUIREMENT

     The Contractor has implemented a drug and alcohol testing program which
shall apply to this Project. Subcontractor agrees that it, its employees and its
subcontractors and their employees shall be bound by the Alcohol and Drug Policy
implemented by the Contractor. Adherence to the same shall be a condition of
employment for all employees stationed at this Project site.

     Under this program, Contractor has employed a lab which will conduct
alcohol and drug testing. Testing shall be conducted for all employees,
including all supervisory and craft employees, and subcontractors at every tier.
Employees who fail the drug/alcohol screen administered by the selected lab,
shall not be employed or perform any work at the Project site. Testing costs
charged by Contractors selected lab shall be paid by Contractor. All other costs
associated with or arising out of Contractor's testing program shall be borne by
the Subcontractor and its sub-subcontractors.

     The Subcontractor shall comply with all provisions of Contractor's drug and
alcohol testing program. In the event of Subcontractor's noncompliance, this
Subcontract may be canceled, terminated, or suspended, in whole or in part, and
Contractor may complete the work and charge the cost to Subcontractor in
accordance with the Insurance Provisions of the subcontract. The Subcontractor
shall include the provisions of this Drug and Alcohol Testing Requirement in
every subcontract and require that its subcontractors include it in theirs so
that such provisions will be binding upon each Subcontractor and their
employees, at every tier.



     I. The term "Contract" as used herein refers to all the General and Special
Conditions, Drawings, Specifications, Addenda, Amendments, Modifications and all
other documents forming or by reference made a part of the contract between
Contractor and Owner. All of the aforesaid shall be considered a part of this
Subcontract by reference hereto and insofar as they do not conflict with the
terms and conditions of this Subcontract, they and each of them are hereby
Incorporated into this Subcontract as fully and particularly as if copied
verbatim herein. Subcontractor agrees to be bound to Contractor by the terms of
the Contract, and any amendments thereto, insofar as they are applicable to the
Work described herein and shall assume toward Contractor all the obligations and
responsibilities that Contractor assumes toward Owner. Subcontractor certifies
that it is fully familiar with all the terms and obligations of the Contract,
that it has inspected the job site, that it is familiar with the location of the
job site and existing job site conditions, including, without limitation, labor,
weather, supply, physical and subsurface conditions, and that it has informed
himself of all conditions relating to the execution of the Work and the
conditions under which the Work is to be performed.

     II. The Work is to be fully completed and delivered to Contractor according
to the terms and conditions of this Subcontract, including the Subcontract
General Provisions, subject to additions and deductions for changes agreed upon
or determined, as provided herein. Partial payments will be made to
Subcontractor each month in an amount equal to the value of the work completed
less retainage, computed on the basis of the price set forth above, of the
quantity of the Work performed hereunder, less the aggregate of previous
payments, provided that such partial payments shall not become due to
Subcontractor until five (5) days after Contractor received payment for such
Work from Owner. If Contractor received payment from Owner for less than the
full value of materials delivered to the site but not yet incorporated into the
Work, the amount due Subcontractor on account of such materials delivered to the
site shall be proportionately reduced. Upon complete performance of this
Subcontract by Subcontractor, final written approval and acceptance of
Subcontractor's Work by Owner, and furnishing by Subcontractor of a complete
release of any and all claims arising out of this Subcontract, Contractor will
make final payment to Subcontractor of the balance due under this Subcontract
within ten (10) days after Contractor receives full and final payment from Owner
under the Contract. Contractor may deduct from any amounts due or to become due
to Subcontractor any sum or sums owed by Subcontractor to Contractor.

     III. If called for by Contractor, Subcontractor shall furnish a performance
bond and a payment bond, each in an amount equal to the full Subcontract price.
Such bonds shall be on forms furnished by and with sureties satisfactory to
Contractor. Premium for bonds will be paid direct to Subcontractor's insurance
broker by Contractor. Contractor shall have the right to call for bonds at any
time. Should Subcontractor fail to furnish the required bonds, Contractor shall
the right to declare Subcontractor to be in default and to take over the Work
pursuant to Section XVIII below and/or to withhold all payments due hereunder.

     IV. Subcontractor shall furnish all samples, brochures, shop drawings,
color charts, schedules and descriptive literature required for submission
within ample time to allow for checking and to prevent any delay due to lack of
approval. Subcontractor shall furnish all copies of approved and corrected
submittals required for distribution. Approval of the same does not relieve
Subcontractor of responsibility for compliance with all requirements of the
Contract and this Subcontract.

     V. (a) Subcontractor shall submit in writing to Contractor a complete and
accurate schedule of values of the various parts of the Work, aggregating the
total sum of this Subcontract, itemized and detailed as required by Contractor
and supported by such evidence as to its completeness and correctness as
Contractor may require. This schedule when approved by Contractor shall be used
as the basis for making payments hereunder unless it is found to be in error or
in conflict with the procedures or determinations of Owner regarding progress
payments to Contractor. This requirement to submit a schedule of values to
Contractor shall be in addition to any submittals required by the Contract or
Owner.

     (b) Subcontractor further agrees that no payment, whether progress or final
payment, made under this Subcontract, or certificate thereof, shall operate as
approval or acceptance of Work furnished hereunder or be evidence of performance
by Subcontractor hereunder, either wholly or in part, and that no payment or
certificate therefor shall be construed to be an acceptance of defective or
improper materials, equipment or workmanship or any element of Subcontractor's
performance determined to be at variance with this Subcontract or the Contract.
No payment or certificate therefor shall constitute a waiver by Contractor of
any right to require fulfillment of all the terms, covenants and conditions of
this Subcontract not shall such payment or certificate alter the effectiveness
of any warranties, implied or expressed, which attach to any work performed by
Subcontractor, or to any equipment or materials furnished by Subcontractor.

     VI. (a) Subcontractor shall commence the Work upon receipt of Contractor's
notice to proceed and shall diligently prosecute the same and perform
progressively as, when and in such order as directed by Contractor. If
Contractor provides Subcontractor with a progress schedule, Subcontractor shall
follow such schedule which may be changed by Contractor from time to time for
any reason. Subcontractor shall perform in accordance with such modified
schedule(s). Subcontractor shall not be entitled to any claim for damages for
performing in accordance with such modified schedules nor shall Subcontractor be
entitled to any claim for damages on account of hindrances, interferences,
disruptions or delays from any cause whatsoever.

     (b) Should Subcontractor be hindered or delayed by an act or omission on
the part of Contractor or those in privity of contract with Contractor, such
act, hindrance or delay may entitle Subcontractor only to an extension of time
in which to complete the work and Subcontractor expressly agrees that such
extension of time, if any, shall constitute Subcontractor's sole and exclusive
remedy. Subcontractor shall notify Contractor in writing by certified mail of
the cause of such act, hindrance or delay within five (5) days after its
occurrence and agrees that failure to give such written notice shall constitute
a waiver by Subcontractor to any extension of time. Such time extension, if any,
is to be determined by Contractor whose decision shall be final and binding
unless Contractor's decision is submitted to arbitration in accordance with
Section XVII(d) below.

     (c) In the event Subcontractor is hindered or delayed by an act or omission
on part of Owner or its representatives, such act, hindrance or delay may
entitle Subcontractor to a claim which shall be controlled and disposed of as
set forth in Section XVII below. Provided, however, Subcontractor shall not be
entitled to such claim unless it gives notice in writing to Contractor of the
cause of such act, hindrance or delay within five (5) days after its occurrence.

     VII. Should Subcontractor fail in any respect to prosecute the Work with
promptness and diligence and is such manner as not to delay Contractor or
progress of the Project, or if the progress of the Work is such that in
Contractor's sole opinion the completion of the Work or any part thereof within
the time specified is doubtful and Contractor gives Subcontractor written notice
thereof, Subcontractor agrees to take all action necessary to ensure the
completion of the Work or any part thereof within the time specified, including
but not limited to any or all of the following: increase construction manpower
in critical quantities and crafts, increase the number of working hours per
shift, increase the number of shifts per working day, increase the number of
working days per week, increase the amount of construction equipment, or perform
any combination of the foregoing actions. Subcontractor agrees that it shall
have no claim for any adjustment in the Subcontract price or reimbursement
because of extra expenses occasioned by compliance with this section. compliance
with this section shall not release or relieve Subcontractor from any other
obligation or liability assumed under this Subcontract, not shall such
compliance prevent or estop Contractor from enforcing any other right or
collecting any damages or costs to which it is entitled under this Subcontract.

     VIII. Before proceeding with any item of Work, Subcontractor shall
accurately inspect and check all previously completed and surrounding work done
by Contractor or others. Failure of Subcontractor to detect and report in
writing to Contractor any defects or discrepancies shall be an admission by
Subcontractor that the previously completed and surrounding work has been done
in a proper manner. Subcontractor, however, will not be responsible for talent
defects which could not have been discovered by such inspection.

     IX. Subcontractor will employ no person whose employment on or in
connection with this Subcontract may be objectionable to Contractor, and
Subcontractor will discharge any such person when objected to by Contractor. At
all times when its Work is being performed on the job site, Subcontractor shall
assign to and keep on the Project a competent superintendent who shall have full
authority to act for Subcontractor in all matters pertaining to this
Subcontract.

     X. (a) Subcontractor specifically agrees that it is responsible for the
protection of its Work until final completion and acceptance thereof by Owner
and that it will make good or replace, at no expense to Contractor, any damage
to its Work which occurs prior to said final acceptance.

     (b) Subcontractor will accept responsibility for all damage caused by
Subcontractor which shall be deemed to include, without limiting the generality
of the foregoing, cleaning up of rubbish and debris resulting from
Subcontractor's Work and removal of same from the Project and cleaning f walls,
floors and other surfaces soiled by Subcontractor; provided, however, that
Subcontractor will not be responsible for any damage existing at the time
Subcontractor begins work of which Subcontractor notifies Contractor in writing
prior to commencing work hereunder.

     (c) Any damage to Subcontractor's Work inflicted by another Subcontractor
shall be repaired by Subcontractor and be billed by Subcontractor to the
Subcontractor responsible therefor. Subcontractor will give written notice to
Contractor and the party responsible for the damage before making repairs. If
any dispute arises between Subcontractor and another Subcontractor as to which
is responsible for any item of damage, the dispute shall be submitted to
Contractor for decision and its determination as to responsibility shall be
final and binding on Subcontractor, unless Contractor's decision is submitted to
arbitration in accordance with Section XVII(d) below.

     XI. Subcontractor shall take all reasonable safety precautions pertaining
to its Work and the conduct thereof. Without limiting the generality of the
foregoing, it shall comply in all applicable laws, ordinances, rules,
regulations and orders issued by a public authority, whether Federal, state,
local or otherwise, including, but not limited to, the Federal Occupational
Safety and Health Act, and shall hold Contractor harmless form all suits,
citations, penalties, losses, damage, costs (including attorney's fees) arising
in whole or in part from any alleged safety violation.

     XII. Subcontractor expressly agrees that as a part of its obligations under
this Subcontract, it shall pay all bills for labor, materials, supplies,
equipment and Subcontract work in connection with the Work. In order to protect
the Project, Owner and Contractor from all claims, liens and encumbrances of any
nature, it is expressly agreed that payment of money otherwise due Subcontractor
need not be made by Contractor until all labor, material, tools, equipment,
fees, permits, taxes and other charges in connection with the Work have been
fully paid. If required by Contractor, receipted bills and releases therefor
showing payment in full shall be furnished by Subcontractor to Contractor prior
to contractor's payment of any and all sums to Subcontractor. Subcontractor
shall deliver its work free from all claims, encumbrances or liens and
Subcontractor expressly agrees that monies received for the performance of this
Subcontract shall be held in trust by Subcontractor and first used for labor,
material and equipment entering into or used in connection with the Work and
said monies shall not be diverted to apply to obligations of Subcontractor on
other projects or for other purposes. Should Subcontractor fail or refuse to
remove any liens or encumbrances, Contractor shall have the right to take
whatever action is deemed necessary for their removal, including but not limited
to obtaining a lien bond and Subcontractor expressly agrees to reimburse
Contractor for all costs and expenses (including attorney's fees) so incurred.
Subcontractor further agrees to defend and hold Contractor harmless form all
claims, encumbrances and liens growing out of the performance of this
Subcontract and Subcontractor agrees that it will at its own cost and expense
(including attorney's fees) remove all liens or encumbrances which attach to any
part of the project and which arise in any way out of the performance of this
Subcontract.

     XIII. Subcontractor agrees to fully comply with all Federal, state and
local laws, ordinances, codes, rulings and regulations and expressly agrees to
hold Contractor harmless form any and all liability with respect thereto.
Subcontractor shall pay all taxes, contributions to trust funds, licenses and
fees of every nature imposed or charged by any governmental authority or labor
agreement upon the labor, material or other things used int e performance of the
Work or upon the transaction between Contractor and Subcontractor. In the event
Contractor is held liable to pay any such charges, Subcontractor agrees to
supply Contractor with all records necessary to compute the same and to fully
reimburse Contractor upon demand for the amount (including penalties and
interest) paid by Contractor.

     XIV. Subcontractor agrees to pay all royalties and license fees, to defend
all suits or claims for infringement of any patent rights involved int he Work
under this Subcontract; and to save Contractor harmless form all loss, cost or
expense on account of such use or infringement by Subcontractor.

     XV. (a) Contractor may at any time by written order of contractor's
authorized representative, and without notice to Subcontractor's sureties, and
without invalidating this Subcontract, order extra work or make changes in,
additions to and omissions from the Work to be performed under this Subcontract,
and Subcontractor shall promptly proceed with the performance of this
Subcontract as so changed. Such changes to the Subcontract and appropriate
increases or decreases int he Subcontract price will be made by the issuance of
a written Subcontract Modification executed by the Contractor. If Subcontractor
objects to or otherwise disagrees with such Subcontract Modification,
Subcontractor shall no notify Contractor in writing within ten (10) days of the
date such change is ordered, submitting with such notification a claim for
equitable adjustment. If Subcontractor fails to so notify the Contractor, such
modification becomes final and accepted by Subcontractor and becomes part of the
Subcontract between the parties.

     (b) It is expressly agreed that except in an emergence endangering life or
property, no additions or changes to the Work shall be made except upon
Contractor's written order and Contractor shall not be liable to Subcontractor
for any extra labor, materials or equipment furnished without such written
order. No officer, employee or agent of Contractor is presently authorized or
will hereafter be authorized to direct any extra or changed work by oral order.