Tri-Square Construction L.L.C.

This Agreement is made this 1st day of September, 2005 by and between

OWNER,          Hydrogen Engine Center (HEC) by President Ted Hollinger  and
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COTRACTOR,      Tri-Square Construction LLC
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PROJECT:        Hydrogen Engine Center
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ARCHITECT/ENGINEER:    Architects Collaborative
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1 THE WORK Contractor shall furnish  construction  administration and management
services and use Contractor's best efforts to perform the Work in an expeditious
manner  consistent  with the Contract  Documents.  Contractor  shall provide all
labor ,  materials,  equipment  and services  necessary to complete the Work, as
described  in Exhibit A, all of which  shall be provided in full accord with and
reasonably  inferable from the Contract  Documents as being necessary to produce
the indicated results.

2 CONTRACT PRICE As full compensation for performance by Contractor of the Work,
Owner  shall  pay  Contractor  the  lump  sum  price  of for  Phase  I work  for
$1,200,000.00 which will be approved upon signing this contract and Phase II for
$680,466.00  which must be  approved  in writing  before work can begin or money
released. Total contract is for One Million, Eight Hundred Eighty Thousand, Four
Hundred, and Sixty Six and 00/100 dollars ($1,880,466.00). The lump sum price is
hereinafter  referred  to as the  Contract  Price,  which  shall be  subject  to
increase or decrease as provided in this Agreement. A down payment of $60,000.00
is  due  upon  the  signing  of  this   contract  for   material   ordering  and
contingencies.  Price on Phase I and  Phase II  could  change  if start  date is
extended past 6 months.

3  INSURANCE  Prior to the  start of the Work,  Contractor  shall  purchase  and
maintain  insurance  coverage and limits of liability as set forth in Exhibit E,
that will protect  Contractor  from claims arising out of Contractor  operations
under this  Agreement,  whether  the  operations  are by  Contractor,  or any of
Contractor's  consultants  or  subcontractors  or anyone  directly or indirectly
employed by any of them, or by anyone for whose acts any of them may be liable.

4 BONDS  Performance  and  Payment  Bonds  ______  are__X__are  not  required of
Contractor.  Such bonds shall be issued by a surety licensed in the state of the
location of the Project and must be  acceptable  to Owner.  The penal sum of the
Payment Bond shall equal the penal sum of the Performance Bond.

5 EXHIBITS The following Exhibits are incorporated by reference and made part of
this Agreement:

EXHIBIT A:  The Work,         Attached four (4) pages.
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EXHIBIT B:  Contract  Documents  (Attach a complete  listing by title,  date and
number of pages.)
EXHIBIT C: Progress Schedule, Attached one (1) pages.
                              --------------------------------------------------
EXHIBIT D:  Alternates and Unit Prices,  include dates when  alternates and unit
prices no longer apply,        N/A          pages.
                         ---------------
EXHIBIT E: Insurance Provisions,      Attached one (1) pages.
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EXHIBIT   : Other,
Phase I and Phase II cost breakdowns (5) pages.
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6 CONTRACTOR'S  RESPONSIBILITIES Contractor shall be responsible for supervision
and  coordination  of the  Work,  including  the  construction  means,  methods,
techniques,  sequences and procedures  utilized,  unless the Contract  Documents
give other specific instructions.


6.1  Except  for  permits  and fees  that are the  responsibility  of the  Owner
pursuant to this  Agreement.  Contractor  shall obtain and pay for all necessary
permits, licenses, renewals pertaining to the Work.

6.2 Contractor  shall pay all applicable taxes enacted when bids are received or
negotiations concluded for the Work provided by Contractor.

6.3 In the event that Owner elects to perform  work at the Worksite  directly or
by  others  retained  by  Owner,  Contractor  and  Owner  shall  coordinate  the
activities  of all  forces  at the  Worksite  and  shall  agree  upon  fair  and
reasonable schedules and operational  procedures for Worksite activities.  Owner
shall require each separate  contractor to cooperate with  Contractor and assist
with the coordination of activities and the review of construction schedules and
operations. The Contract Price and Contract Time shall be equitably adjusted, as
mutually agreed by the parties,  for changes made necessary by the  coordination
of  construction  activities,  and the  construction  schedule  shall be revised
accordingly.

6.4 In order to facilitate  its  responsibilities  for completion of the Work in
accordance with and as reasonably  inferable from the Contract Documents,  prior
to commencing  the Work,  Contractor  shall examine and compare the drawings and
specifications  with  information  furnished by Owner pursuant to Paragraph 7.2;
relevant field  measurements made by Contractor;  and any visible  conditions at
the Worksite affecting the Work.

6.5 WARRANTY

6.5.1 The work shall be executed in accordance  with the Contact  Documents in a
workmanlike manner. Contractor warrants the all materials and equipment shall be
new  unless  otherwise  specified,  of good  quality,  in  conformance  with the
Contract  Documents,   and  free  from  defective   workmanship  and  materials.
Contractor further warrants that the Work will be free from material defects not
intrinsic  in the  design  or  materials  required  in the  Contract  Documents.
Contractor's warranty does not include remedies for defects or damages caused by
normal  wear and tear  during  normal  usage,  use for a  purpose  for which the
Project was not intended,  improper or insufficient  maintenance,  modifications
performed by Owner or others retained by Owner, or abuse.

6.5.2 If, prior to the Date of Substantial  Completion and within one year after
the date of Substantial Completion of the Work, any portion of the Work is found
to be not in conformance with the Contract Documents  ("Defective Work"),  Owner
shall  promptly  notify  Contractor in writing.  Unless Owner  provides  written
acceptance of the condition,  Contractor  shall  promptly  correct the Defective
Work at its own  cost and time and  bear  the  expense  of  additional  services
required for correction of any Defective Work for which it is responsible.

6.6 SAFETY Contractor shall have overall  responsibility  for safety precautions
and  programs  in  the  performance  of  the  Work,   except  that  Contractor's
subcontractors  shall also be responsible  for the safety of persons or property
in the  performance  of their work,  and for  compliance  with the provisions of
applicable laws and regulations.  Contractor shall seek to avoid injury, loss or
damage  to  persons  or  property  by taking  reasonable  steps to  protect  its
employees and other persons at the Worksite;  materials and equipment  stored at
on-site or off-site  locations for use in the Work; and property  located at the
site and  adjacent  to Work  areas,  whether or not the  property is part of the
Work.

                                      -2-
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6.7  HAZARDOUS  MATERIALS A Hazardous  Material is any  substance  or  materials
identified now or in the future as hazardous  under any federal,  state or local
law or regulation,  or any other  substance or materials which may be considered
hazardous or otherwise subject to statutory or regulatory  requirement governing
handling,  disposal  and/or  clean-up.  Contractor  shall  not be  obligated  to
commence  or  continue  work  until any  Hazardous  Material  discovered  at the
Worksite has been removed,  or rendered or determined to be harmless by Owner as
certified by an independent  testing  laboratory and approved by the appropriate
government  agency.  If Contractor incurs additional costs and/or is delayed due
to the  presence or  remediation  of  Hazardous  Material,  Contractor  shall be
entitled to an equitable  adjustment  in the Contract  Price and/or the Contract
Time.

6.8 MATERIAL  BROUGHT TO THE WORKSITE  Contractor  shall be responsible  for the
proper delivery,  handling,  application,  storage,  removal and disposal of all
materials  and  substances  brought to the Worksite by  Contractor in accordance
with the Contract Documents and used or consumed in the performance of the Work.

6.9  SUBMITTALS  Contractor  shall  submit to Owner  and,  if  directed,  to its
Architect/Engineer for review and approval all shop drawings,  samples,  product
data and similar submittals required by the Contract Documents. Contractor shall
be  responsible to Owner for the accuracy and conformity f its submittals to the
Contract Documents. Contractor shall prepare and deliver its submittals to Owner
in a manner  consistent  with  the  Schedule  of the  Work and in such  time and
sequence so as not to delay the performance of the Work or the work of Owner and
others  retained by Owner.  When  Contractor  delivers its  submittals to Owner,
Contractor shall identify in writing for each submittal all changes,  deviations
or substitutions from the requirements of the Contract  Documents.  The approval
of any  Contractor  submittal  shall  not be  deemed  to  authorize  deviations,
substitutions  or changes in the  requirements of the Contract  Documents unless
express written  approval is obtained from Owner  specifically  authorizing such
deviation,  Substitution  or change.  Further,  Owner shall not make any change,
deviation or substitution  through the submittal  process  without  specifically
identifying  and  authorizing  such  deviation  to  Contractor.  Owner  shall be
responsible for review and approval of submittals with reasonable  promptness to
avoid causing  delay.  Contractor  shall perform all Work strictly in accordance
with  approved  submittals.  Owner's  approval  does not relieve  Contract  from
responsibility for Defective Work resulting from errors or omissions of any kind
on the approved Shop Drawings.

6.10 SITE  CONDITIONS If the  conditions  at the Worksite are (a)  subsurface or
other physical  conditions which are materials different from those indicated in
the Contract Documents,  or (b) unusual or unknown physical conditions which are
materially  different  from  conditions  ordinarily  encountered  and  generally
recognized  as  inherent  in  Work  provided  for  in  the  Contract  Documents,
Contractor shall stop Work and give immediate written notice of the condition to
Owner and the  Architect/Engineer.  Contractor  shall not be required to perform
any work relating to the unknown  condition without the written mutual agreement
of the parties.  Any change in the  Contract  Price  and/or  Contract  Time as a
result of the unknown condition shall be made by Change Order.

6.11 CUTTING, FITTING AND PATCHING Contractor shall perform cutting, fitting and
patching  necessary to  coordinate  the various parts of the Work and to prepare
its Work for the work of Owner or others retained by Owner.

6.12 CLEANING UP Contractor shall regularly remove debris and waste materials at
the Worksite  resulting from the Work. Prior to  discontinuing  Work in an area,
Contractor  shall  clean the area and remove  all  rubbish  and is  construction
equipment,  tools,  machinery  waste and  surplus  materials.  Contractor  shall
minimize and confine dust and debris resulting from construction activities.  At
the  completion  of the Work,  Contractor  shall  remove from the  Worksite  all
construction equipment, tools, surplus materials, waste materials and debris.

                                      -3-
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7 OWNER'S  RESPONSIBILITIES  Any information or services to be provided by Owner
shall provided in a timely manner so as not to delay the Work.

7.1 FINANCIAL  INFORMATION  Prior to  commencement of the Work and thereafter at
the written request of Contractor,  Owner shall provide Contractor with evidence
of Project financing.  Evidence of such financing shall be a condition precedent
to Contractor's  commencing or continuing the Work. Contractor shall be notified
prior to any material change in Project financing.

7.2  WORKSITE  INFORMATION  Owner  shall  provide  at Owner's  expense  and with
reasonable promptness the following,  which Contractor shall be entitled to rely
upon for its accuracy and completeness:
         .1  information  describing the physical  characteristics  of the site,
including  surveys,  site  evaluations,  legal  descriptions,  data or  drawings
depicting existing conditions, subsurface and environmental studies, reports and
investigations;
         .2 tests,  inspection  and other  reports  dealing  with  environmental
maters, hazardous material and other existing conditions,  including structural,
mechanical and chemical tests, required by the Contract Documents or by law; and
         .3 any other information or services requested in writing by Contractor
that are  relevant to  Contractor's  performance  of the Work and under  Owner's
control.

The  information  required by this  Paragraph  shall be  provided in  reasonable
detail.   Legal  descriptions  shall  include  easements,   title  restrictions,
boundaries,  and  zoning  restrictions.   Worksite  descriptions  shall  include
existing   buildings  and  other  construction  and  all  other  pertinent  site
conditions.  Adjacent property  descriptions shall include structures,  streets,
sidewalks,  allies,  and other features  relevant to the Work.  Utility  details
shall include available services, lines at the Worksite and adjacent thereto and
connection points. The information shall include public and private information,
subsurface information,  grades, contours, and elevations,  drainage data, exact
locations  and  dimensions,  and  benchmarks  that can be used by  Contractor in
laying out the Work.

7.3 BUILDING PERMIT,  FEES AND APPROVALS Except for those required of Contractor
pursuant to this  Agreement,  Owner shall secure and pay for all other  permits,
approvals,  easements,  assessments  and  fees  required  for  the  development,
construction,  use or occupancy of permanent structures or for permanent changes
existing facilities, including the building permit.

8  SUBCONTRACTS  Work not performed by  Contractor  with its own forces shall be
performed by subcontractors.  Contractor agrees to bind every  subcontractor and
materials   supplier   (and  require   every   subcontractor   to  so  bind  its
subcontractors  and material  suppliers) to all the provisions of this Agreement
and  Contractor  Documents as they apply to the  subcontractor's  and  materials
supplier's portions of the Work.

9 CONTRACT TIME September 1, 2005

9.1 DATE OF COMMENCEMENT  The Date of Commencement is the date of this Agreement
as first  written  on page one of this  Agreement,  unless  otherwise  set forth
below: (Insert here any special provisions concerning notices to proceed and the
Data of Commencement.)

9.2 TIME Substantial Completion of the Work for Phase I shall be achieved in Two
Hundred,  Ninety Seven (297) days from the date of  commencement.  Phase II work
scheduled  will be agreed on when approval to start is given.  Unless  otherwise
specified  in the  Certificate  of  Substantial  Completion,  the Work  shall be
finally  complete  within  __Thirty__  (30) days  after the date of  Substantial
Completion,  subject to adjustments  as provided for in the Contract  Documents.
Time limits stated above are of the essence of the Agreement.

                                      -4-
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10 SCHEDULE OF THE WORK Before  submitting  the first  application  for payment,
Contractor shall submit,  for review by the  Architect/Engineer  and approval by
Owner,  a Schedule  of the Work that  shall  show the dates on which  Contractor
plans to begin and to complete  various parts of Work,  including dates on which
information and approvals are required from Owner.

11 DELAYS AND EXTENSIONS OF TIME

11.1 If Contractor is delayed at any time in the commencement or progress of the
Work by any cause beyond the control of Contractor, Contractor shall be entitled
to an equitable  extension  of the Contract  Time.  In addition,  if  Contractor
incurs  addition,  if  Contractor  incurs  additional  costs as a result of such
delay.  Contractor shall be entitled to an equitable  adjustment in the Contract
Price, subject to the mutual waiver of consequential damages herein. Examples of
causes  beyond the control of  Contractor  include,  but are not limited to, the
following:  acts or omissions of Owner or others  retained by Owner;  Changes in
the Work or the  sequencing  of the Work  ordered  by  Owner,  or  arising  from
decisions of Owner;  changes in the Work or the  performance of the Work;  labor
disputes not  involving  Contractor;  fire;  encountering  Hazardous  Materials;
adverse  weather  conditions  not reasonably  anticipated;  concealed or unknown
conditions; delay authorized by Owner pending dispute resolution.

11.2 To the  extent a delay in the  progress  of the Work is caused  by  adverse
weather  conditions not reasonably  anticipated,  fire,  unusual  transportation
delays,  general  labor  disputes  impacting  the Project  but not  specifically
related to the Worksite,  governmental  agencies,  or  unavoidable  accidents or
circumstances, Contractor shall only be entitled to its actual costs without fee
and an extension of the Date of Substantial Completion and/or Final Completion.

11.3 In the event delays to the Work are encountered for any reason,  Contractor
shall provide  prompt  written notice to Owner of the cause of such delays after
Contractor first  recognizes  first  recognizes the delay.  Owner and Contractor
agree to undertake reasonable steps to mitigate the effect of such delays.

11.4 NOTICE OF DELAY  CLAIMS If  contractor  request an  equitable  extension of
Contact time and/or an  equitable  adjustment  in Contract  price as a result of
delay,  Contactor  shall give Owner written  notice of the claim.  If contractor
causes delay in the  completion of the Work,  Owner shall be entitled to recover
its additional cost,  subject to the mutual waiver of the consequential  damages
herein.

12 ALLOWANCES All allowances stated in the Contract  Documents shall be included
in the Contact  Price.  While  Owner may direct the  amounts of, and  particular
material   suppliers  of  subcontractors   for,  specific  allowance  items,  if
Contractor reasonably objects to a material supplier or subcontractor,  it shall
not be required to contract with them.  Owner shall select  allowance items in a
timely manner so as not to delay the Work. Allowances shall include the costs of
materials  and  equipment  delivered  to  the  Worksite  less  applicable  trade
discounts and including requisite taxes, unloading and handling at the Worksite,
and labor and installation,  unless specifically stated otherwise.  Contractor's
overhead and profit for the allowances  shall be included in the Contract Price,
but not in the allowances.  The Contract Price shall be adjusted by Change Order
to  reflect  the  actual  costs  when  they are  greater  than or less  than the
allowances.

13 CHANGES

13.1  Contractor  may request  and/or Owner may order changes in the Work or the
timing or sequencing of  performance of the Work that impacts the Contract Price
or the Contract Time. All such changes in the Work that affect  Contract Time or
Contract Price shall be formalized in a Change Order.

                                      -5-
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13.2  Owner  and  Contractor  shall  negotiate  in  good  faith  an  appropriate
adjustment  to the Contract  Price and/or the Contract  Time and shall  conclude
these negotiations as expeditiously as possible.  Acceptance of the Change Order
and any  adjustment  in the  Contract  Price and/or  Contract  Time shall not be
unreasonably withheld.

13.3 COST OR CREDIT DETERMINATION

13.3.1 An increase or decrease in the Contract  Price  and/or the Contract  Time
resulting  from a change in the Work shall be  determined  by one or more of the
following methods:
         .1   unit prices set forth in the Agreement or as subsequently agreed;
         .2   a mutually accepted,  itemized lump sum;
         .3   costs calculated on a  basis agreed upon by Owner and Contractor
              plus a fee (either a lump sum or a fee based on a  percentage  of
              cost) to which they agree; or
         .4   by the method provided below:

13.4 UNIT PRICES If unit prices are  included in the  Contract  Documents or are
subsequently  agreed to by the  parties,  but the  character or quantity of such
unity price  items as  originally  contemplated  is so  different  in a proposed
Change Order that the original  unit prices will cause  substantial  inequity to
Owner or Contractor, such unit prices shall be equitably adjusted.

13.5  PERFORMANCE OF CHANGED WORK  Contractor  shall not be obligated to perform
Changed Work until a Change Order has been executed by Owner and Contractor.

14 PAYMENT

14.1 SCHEDULE OF VALUES Within  twenty-one  (21) days from the date of execution
of this  Agreement.  Contractor  shall  prepare  and  submit  to  Owner,  and if
directed,  its  Architect/Engineer,  a  schedule  of values  apportioned  to the
various  divisions  or  phases of the Work.  Each  line  item  contained  in the
schedule of values shall be assigned  and monetary  price such that the total of
all items shall equal the Contract Price.

14.2 PROGRESS  PAYMENTS  Contractor shall submit to Owner and, if directed,  its
Architect/Engineer  a monthly application for payment no later than the last day
of  the  calendar  month  for  the  preceding  thirty  (30)  days.  Contractor's
applications  for  payment  shall be  itemized  and  supported  by  Contractor's
schedule  of  values  and any  other  substantiating  data as  required  by this
Agreement.  Payment  applications  shall  pay the  amount  otherwise  due on any
payment application, less any amounts as set forth below, no later than ten (10)
days after Contractor has submitted a complete and accurate payment application.
Owner may deduct,  from any  progress  payment,  such amounts as may be retained
pursuant to Paragraph 14.4.

14.3 RETAINAGE From each progress  payment made prior to Substantial  Completion
Owner may retain  _three  (3)__  percent (%) of the amount  otherwise  due after
deduction of any amounts as provided in Paragraph 14.4 of this Agreement.

14.4 ADJUSTMENT OF CONTRACTOR'S PAYMENT APPLICATION Owner may adjust or reject a
payment  application or nullify a previously  approved payment  application,  in
whole or in part,  as may  reasonably be necessary to protect Owner from loss or
damage based upon the  following,  to the extent that  Contractor is responsible
therefore under this Agreement:

         .1   Contractors's  repeated  failure to perform the Work as required b
              the Contract Documents;
         .2   loss or damage  for which  Owner may be liable  arising  out of or
              relating to this Agreement and caused by Contractor to Owner or to
              others retained by Owner;

                                      -6-
<PAGE>
         .3   Contractor's  failure to properly  pay  Subcontractors  for labor,
              materials  or  equipment  furnished  in  connection  with the Work
              following receipt of such payment from Owner.
         .4   Defective Work not corrected in timely fashion;
         .5   reasonable  evidence of delay in performance of the Work such that
              the Work will not be completed within Contract Time, and
         .6   reasonable  evidence  demonstrating that the unpaid balance of the
              Contract  Price is  insufficient  to fund the cost to complete the
              Work.

Owner shall give written  notice to  Contractor at the time of  disapproving  or
nullifying an application for payment of the specific  reasons  therefore.  When
the above reasons for  disapproving or nullifying an application for payment are
removed, payment shall be made for the amounts previously withheld.

14.5  PAYMENT  DELAY If for any reason not the fault of  Contractor,  Contractor
does not receive a progress  payment from Owner  within seven (7) days'  written
notice to Owner,  and  without  prejudice  to and in addition to any other legal
remedies, may stop Work until payment of the full amount owing to Contractor has
been received.  The Contract Price and Contract Time shall be equitably adjusted
by Change Order for reasonable cost and delay resulting from shutdown, delay and
start-up.

14.6  SUBSTANTIAL  COMPLETION  When  Substantial  Completion  of the  Work  or a
designated  portion thereof is achieved,  Contractor shall prepare a Certificate
of  Substantial   Completion  that  shall  establish  the  date  of  Substantial
Completion,  and the  respective  responsibilities  of Owner and  Contractor for
interim items such as security, maintenance,  utilities, insurance and damage to
the  Work,  and  fixing  the  time  for  completion  of all  items  on the  list
accompanying the Certificate. The Certificate of Substantial Completion shall be
submitted by  Contractor  to Owner for written  acceptance  of  responsibilities
assigned in the  Certificate.  Unless  otherwise  provided in the Certificate of
Substantial  Completion,  warranties  required by the Contract  Documents  shall
commence  on the date of  Substantial  Completion  of the  Work or a  designated
portion.

14.6.1 Upon  acceptance by Owner of the  Certificate of Substantial  Completion,
Owner shall pay to Contractor the remaining retainage held by Owner for the Work
described in the  Certificate of Substantial  Completion less a sum equal to two
hundred  percent  (200%)  of the  estimated  cost of  completing  or  correcting
remaining  items on that part of the Work, as agreed to by Owner and  Contractor
as necessary to achieve final  completion.  Uncompleted items shall be completed
by  Contractor  in a mutually  agreed  time frame.  Owner  shall pay  Contractor
monthly the amount retained for unfinished items is complete.

14.7 FINAL COMPLETION When final completion has been achieved,  Contractor shall
prepare for Owner's  acceptance a final  application for payment stating that to
the best of Contractor'  knowledge,  and based on Owner's inspections,  the Work
has reached final completion in accordance with the Contract Documents.

14.7.1  Final  payment of the  balance of the  Contract  Price  shall be made to
Contractor within twenty (20) days after Contractor has submitted to the Owner a
complete  and  accurate   application   for  final  payment  and  the  following
submissions:
         .1   an affidavit  declaring any indebtedness  connected with the Work,
              e.g. payrolls or invoices for materials or equipment, to have been
              paid,  satisfied or to be paid with the proceeds of final payment,
              so as not to encumber Owner's property;
         .2   as-built  drawings,  manuals,  copies of warranties  and all other
              close-out documents required by the Contract Documents;
         .3   release of any liens, conditioned on final payment being received;
         .4   consent of any surely, if applicable; and
         .5   a report of any accidents or injuries experienced by Contractor or
              its Subcontractors at the Worksite.

                                      -7-
<PAGE>

14.8 Claims not  reserved in writing with the making of final  payment  shall be
waived except for claims relating to liens or similar encumbrances,  warranties,
Defective Work and latent defects.

14.9 LATE  PAYMENT  Payments due but unpaid  shall bear  interest  from the date
payment is due at the prime rate prevailing at the place of the Project.

15 INDEMNITIES

15.1 To the fullest extent permitted by law, Contractor shall defend,  indemnify
and hold Owner, Owner's officers, directors,  members,  consultants,  agents and
employees and the Architect/Engineer  harmless from all claims for bodily injury
and property damage, other than to the Work itself and other property insured un
Exhibit E, that may arise from the performance of the Work to the extent of the
 negligence  attributed to such acts or omissions by Contractor,  subcontractors
or anyone employed  directly or indirectly by any of them or by anyone for whose
acts any of them may be  liable.  Contractor  shall not be  required  to defend,
indemnify or hold harmless Owner, Architect/Engineer or others retained by Owner
for any acts,  omissions or  negligence of Owner,  Architect/Engineer  or others
retained by Owner.

15.2 To the fullest extent  permitted by law, Owner shall defend,  indemnify and
hold harmless Contractor, its officers, directors or members,  subcontractors or
anyone  employed  directly or indirectly by any of them or anyone for whose acts
any of them may be liable from all claims for bodily injury and property  damage
other than property insured under Exhibit S, that may arise from the performance
of work by Owner, Architects/Engineer or others retained by Owner, to the extent
of  the   negligence   attributed   to  such   acts  or   omissions   by  Owner,
Architect/Engineer or others retained by Owner.

16 MUTUAL WAIVER OF  CONSEQUENTIAL  DAMAGES Owner and Contractor  agree to waive
all claims against each other for any  consequential  damages that may arise out
of or relate to this Agreement.  Owner agrees to waive damages including but not
limited to Owner's loss of use of the  Project,  any rental  expenses  incurred,
loss of income,  profit or financing  related to the Project as well as the loss
of business, loss of financing,  principal office overhead and expenses, loss of
profits not related to this Project, or loss of reputation. Contractor agrees to
waive damages including but not limited to loss of business,  loss of financing,
principal  office  overhead  and  expenses,  loss of profits not related to this
Project,  loss of bonding  capacity or loss of reputation.  This Paragraph shall
not be construed to preclude contractual  provisions for liquidated damages when
such provisions  relate to direct damages only. The provisions of this Paragraph
shall also apply to the  termination  of this  Agreement  and shall survive such
termination.

17 NOTICES TO CURE AND TERMINATION

17.1  NOTICE TO CURE A DEFAULT If  Contractor  persistently  refuses or fails to
supply enough properly skilled workers,  proper  materials,  and/or equipment to
maintain  the  approved  Schedule of the Work in  accordance  with Article 6, or
fails to make a prompt  payment to its  workers,  subcontractors,  or  materials
suppliers disregards laws, ordinances,  rules,  regulations or orders of any , O
authority having jurisdiction, or is otherwise guilty of a materials breach of a
provision of this Agreement,  Contractor maybe deemed in default.  If Contractor
fails within seven (7) working days after written  notification  to commence and
continue satisfactory  correction of such default with diligence and promptness,
then Owner,  without  prejudice to any other rights or remedies,  shall have the
right to take reasonable  steps it deems necessary to correct  deficiencies  and
charge the cost to Contractor  who shall be liable for such  payments  including
reasonable overhead, profit and attorney's fees.

                                      -8-
<PAGE>

17.2  TERMINATION  BY OWNER If,  within seven (7) days of receipt of a notice to
cure pursuant to Paragraph 17.1, Contractor fails to commence and satisfactorily
continue  correction  of the default set forth in the notice to cure,  Owner may
notify Contractor that it intends to terminate this Agreement for default absent
appropriate  corrective  action within fourteen (14) additional  days. After the
expiration of the additional fourteen (14) day period,  Owner may terminate this
Agreement by written notice absent appropriate  corrective  action.  Termination
for  default is in  addition  to any other  remedies  available  to Owner  under
Paragraph  17.1 If Owner's  costs arising out of  Contractor's  failure to cure,
including the cost of completing the Work and reasonable  attorney Fees,  exceed
the unpaid Contract Price, Contractor shall pay the difference to Contractor. In
the event Owner exercises its rights under this  Paragraph,  upon the request of
Contractor.  In the event Owner exercises its rights under this Paragraph,  upon
the request of the  Contractor,  Owner shall  furnish to  Contractor  a detailed
accounting of the costs incurred by Owner.

17.3  TERMINATION  BY CONTRACTOR  Upon seven (7) days' written  notice to Owner,
Contractor  may terminate this Agreement if the Work has been stopped for thirty
(30) day period through no fault of Contractor for any of the following reasons:

         .1   under  court  order or order  of  other  governmental  authorities
              having jurisdiction;

         .2   as a result of the  declaration  of a national  emergency or other
              governmental  act  during  which,  through  no  act  or  fault  of
              Contractor, materials are not available; or

17.4 In addition,  upon seven (7) days' written notice to Owner,  Contractor may
terminate the Agreement if Owner:

         .1   fails to furnish  reasonable  evidence that  sufficient  funds are
              available  and  committed  for the entire  cost of the  Project in
              accordance with Paragraph 7.1 or

         .2   assigns this Agreement over Contractor's reasonable objection, or

         .3   fails to pay  Contractor  in  accordance  with this  Agreement and
              Contractor  has complied  with the notice  provisions of Paragraph
              14.5, or

         .4   otherwise materially breaches this Agreement.

17.5 Upon termination by Contractor pursuant to this Agreement, Contractor shall
be entitled to recover  from Owner  payment  for all Work  executed  and for any
proven  loss,  cost or  expense  in  connection  with the  Work,  including  all
demobilization costs plus reasonable overhead and profit.

17.6  OBLIGATIONS   ARISING  BEFORE   TERMINATION  Even  after  termination  the
provisions of this Agreement still apply to any Work  performed,  payments made,
events  occurring,  costs charged or incurred or obligations  arising before the
termination date.

18 CLAIMS AND DISPUTE RESOLUTION

18. CLAIMS FOR ADDITIONAL COST OR TIME Except as provided in Paragraphs 11.2 and
11.4 for any claim for an increase in the  Contract  Price  and/or the  Contract
Time,  Contractor  shall give Owner written notice of the claim within  fourteen
(14) days after  Contractor  first  recognizes the condition  giving rise to the
claim, whichever is later. Except in an emergency,  notice shall be given before
proceeding  with the Work.  Any change in the Contract Price and/or the Contract
Time resulting from such claim shall be authorized by Change Order.

                                      -9-
<PAGE>
18.2 WORK CONTINUANCE AND PAYMENT Unless otherwise agreed in writing, Contractor
shall continue the Work and maintain the Schedule of the Work during any dispute
resolution proceedings. If Contractor continues to perform, Owner shall continue
to make payments in accordance with the Agreement.

18.3 INTIAL DISPUTE  RESOLUTION  PROCESSES If a dispute arises out of or relates
to this  Agreement  or its  breach,  the  parties  shall  endeavor to settle the
dispute  first  through  direct  discussions.  If the dispute  cannot be settles
through direct discussions,  the parties shall endeavor to settle the dispute by
mediation  under  the  current  Construction  Industry  Mediation  Rules  of the
American  Arbitration   Association  before  recourse  to  any  binding  dispute
resolution procedures.

18.4  OTHER  DISPUTE  PROCESSES  If neither  direct  discussions  nor  mediation
successfully  resolve the dispute, the parties agree that the following shall be
used to resolve the dispute.

(check one selection only)

___Arbitration  Arbitration shall be pursuant to the Construction Industry Rules
of the  American  Arbitration  Association  unless the  parties  mutually  agree
otherwise.  A written  demand for  arbitration  shall be filed with the American
Arbitration Association and the other party to the Agreement within a reasonable
time after the dispute or claim has arisen,  but in no even after the applicable
statue  of  limitations  for a  legal  or  equitable  proceeding  has  run.  The
arbitration  award shall be final. This agreement to arbitrate shall be governed
by the Federal  Arbitration  Act and judgment upon the award may be confirmed in
any court having jurisdiction.

___Litigation  Action may be filed in the  appropriate  state,  or federal court
located in the jurisdiction in which the Project is located.

18.5 COST OF DISPUTE  RESOLUTION The prevailing party in any dispute arising out
of or  relating  to this  Agreement  or its breach that is resolved by a binding
dispute  resolution  process  shall be entitled to recover  from the other party
reasonable  attorneys' fees, costs and expenses incurred by the prevailing party
in connection with such dispute resolution process.

19  ASSIGNMENT  Neither Owner nor  Contractor  shall assign its interest in this
Agreement  without the written  consent of the other except as to the assignment
of proceeds. The terms and conditions of this Agreement shall be binding on both
parties, their partners, successors, assigns and legal representatives.  Neither
party to this  Agreement  shall assign the Agreement as a whole without  written
consent of the other.

20 GOVERNING  LAW This  Agreement  shall be governed by the law in effect at the
location of the Project.

21 JOINT  DRAFTING The parties  expressly  agree that this Agreement was jointly
drafted,  and that they both had  opportunity  to negotiate  terms and to obtain
assistance  of counsel in reviewing  terms prior to  execution.  This  Agreement
shall be construed  neither  against nor in favor of either party,  but shall be
construed in a neutral manner.

22 NOT INCLUDED

         o    No landscaping
         o    No removal of trees or brush that isn't required to do site work
         o    Nothing which is not specifically listed in this contract
         o    No  specialty  items  for Dyno room for  safety,  fire  code,  gas
              hook-ups, etc
         o    No exterior  electrical  or plumbing  on site (all  utilities  are
              figured to the buildings)
         o    Any changes that occur do to  engineering  or Fire Marshall  which
              result in price increase
                                      -11-
<PAGE>

23 OPTIONS The following are options and are not included in Contract Prices for
Phase I and Phase II

         23.A PHASE I
         o    Stairs and Storage above  bathrooms,
              boiler room,  break room and office             $9,863.00 extra
         o    In-floor heat in assembly building             $54,684.00 extra
         o    Snow melt in loading ramp                      $18,329.00 extra
         o    If in-floor is put in assembly
              building-don't need secondary heat              $4,479.00 save
         o    Miscellaneous items to consider                $67,311.00 extra

                              TOTAL CHANGES                 $145,708.00


         23.B PHASE II
         o    In-floor heat in office building               $12,800.00 save
         o    Asphalt instead of concrete


OWNER: Hydrogen Engine Center               CONTRACTOR:  Tri Square Construction


BY:    /s/ Theodore Hollinger               BY:  /s/  Eugene P. Hunt
       ----------------------------              -------------------------------

PRINT NAME: Theodore Hollinger              PRINT NAME:   Eugene P. Hunt


PRINT TITLE: President                      PRINT TITLE:  President


ATTEST: ______________________________________ATTEST: __________________________




                                      -12-