Standard Form of Agreement Between Owner and
            Contractor where the basis of payment is a Stipulated Sum

                      AIA Document A101 - Electronic Format

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED  WITH RESPECT TO ITS COMPLETION OR  MODIFICATION.  AUTHENTICATION  OF
THIS  ELECTRONICALLY  DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40
I.

The 1987 Edition of AIA Document  A201,  General  Conditions of the Contract for
Construction,  is adopted in this document by  reference.  Do not use with other
general  conditions  unless this  document is modified.  This  document has been
approved and endorsed by The Associated General Contractors of America.

Copyright 1915,  1918,  1925,  1937,  1951,  1958, 1961, 1962, 1967, 1974, 1977,
copyright 1987 the American Institute  &Architects,  1735 New York Avenue, N.W.,
Washington, D.C., 20006-5292. Reproduction of the material herein or substantial
quotation of its provisions  without written  permission of the AIA violates the
copyright laws of the United States and will be subject to legal prosecution.

AGREEMENT
made as of the 04 day of December in the year of Nineteen Hundred and 98

BETWEEN the Owner: Willow Green Partnership, LTD, c/o Howard Calhoun Hofacker
& Associated, Inc., 888 Sixty Second Avenue North, St. Petersburg, FL 33702

and the Contractor: Irwin Contracting, Inc., 222 2nd Street North, St.
Petersburg, FL 33701

The Project is:  Willow Greens units 2304-2305-2306-2307-2308-2401-2408,
1050 Starker Road, Largo, FL 33711

The Architect is:  N/A

The Owner and Contractor agree as set forth below.

AIA  DOCUMENT  Al01 o  OWNER-CONTRACTOR  AGREEMENT  o  TWELFTH  EDITION  o AIA o
COPYRIGHT  1987  (degree) THE AMERICAN  INSTITUTE OF  ARCHITECTS,  1735 NEW YORK
AVENUE, N.W., WASHINGTON,  D.C., 20006-5292.  WARNING;  Unlicensed  photocopying
violates U.S. copyright laws and is subject to legal prosecution.  This document
was  electronically  produced  with  permission of the AIA and can be reproduced
without violation until the date &expiration as noted below.










                                                  EElectronic  Format  A101-1987
User  Document:  OWNCNTRT.DOC  -- 12/4/1998.  AIA License Number 105356, which
expires on 5/30/1999 --               Page #1
<PAGE>
                                    ARTICLE 1
                             THE CONTRACT DOCUMENTS

The Contract  Documents  consist of this  Agreement,  Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications, addenda
issued prior to  execution of this  Agreement,  other  documents  listed in this
Agreement and Modifications issued after execution of this Agreement; these form
the  Contract,  and are as fully a part of the  Contract  as if attached to this
Agreement or repeated herein. The Contract  represents the entire and integrated
agreement  between  the  parties  hereto  and  supersedes  prior   negotiations,
representations  or  agreements,  either  written or oral. An enumeration of the
Contract Documents, other than Modifications, appears in Article 9.

                                    ARTICLE 2
                            THE WORK OF THIS CONTRACT

The  Contractor  shall  execute  the  entire  Work  described  in  the  Contract
Documents, except to the extent specifically indicated in the Contract Documents
to be the  responsibility  of  others,  or as  follows:  It shall  be  expressly
understood  by-all  parties that this contract  shall be for the completion of 7
units which were started by others. all others. All work shall be completed in a
workmanship manner utilizing similar specifications and fini.qhes.  There are no
plans  or  written   specifications  and  no  Architect   participation.   Irwin
Contracting,  Inc. shall be directed solely by the owner or its authorized agent
or  representitive.   Specific  units  shall  include  interior  work  in  units
2304-2305-2306-2307-2308-2401-and  2408 only.  All other  units and all  extrior
work shall be specifically excluded. Work shall be specifically limited to items
listed per attached Exhibit "A".l

                                    ARTICLE 3
                 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

3.1  The date of  commencement  is the date  from  which  the  Contract  Time of
     Paragraph  3.2 is  measured,  and shall be the date of this  Agreement,  as
     first written  above,  unless a different date is stated below or provision
     is made  for the date to be fixed in a  notice  to  proceed  issued  by the
     Owner.  (Insert the date of commencement,  if it different the date of this
     Agreement, or, if applicable, state that the date will be fixed in a notice
     to proceed.) 

     Date of Commencement shall be two days after receipt of signed contract  
     and Notice to Proceed  from owner or reciept of  building  permit
     whichever comes last.

     Unless  the date of  commencement  is  established  by a notice to  proceed
     issued by the Owner,  the Contractor  shall notify the Owner in writing not
     less than five days before  commencing the Work to permit the timely filing
     of mortgages, mechanic's liens and other security interests.

AIA  DOCUMENT  Al01 o  OWNER-CONTRACTOR  AGREEMENT  o  TWELFTH  EDITION  o AIA o
COPYRIGHT  1987  (degree) THE AMERICAN  INSTITUTE OF  ARCHITECTS,  1735 NEW YORK
AVENUE, N.W., WASHINGTON,  D.C., 20006-5292.  WARNING;  Unlicensed  photocopying
violates U.S. copyright laws and is subject to legal prosecution.  This document
was  electronically  produced  with  permission of the AIA and can be reproduced
without violation until the date &expiration as noted below.

                                                  EElectronic  Format  A101-1987
User  Document:  OWNCNTRT.DOC  -- 12/4/1998.  AIA License Number 105356, which
expires on 5/30/1999 --               Page #2
<PAGE>
3.2  The Contractor shall achieve Substantial  Completion of the entire Work not
     later than

    (Insert the calendar  date or number of calendar  days after the
     date of commencement.  Also insert any requirements for earlier Substantial
     Completion of certain  portions of the Work, if not stated elsewhere in the
     Contract Documents.)

     120 days from Notice to Proceed.  
     ________________________________

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

                                    ARTICLE 4
                                  CONTRACT SUM

4.1  The Owner shall pay the  Contractor in current  funds for the  Contractor's
     performance  of the Contract the Contract Sum of Two Hundred Sixty Thousand
     Seventy Six Dollars ($ 260,076 ), subject to additions  and  deductions  as
     provided in the Contract Documents.

4.2  The Contract Sum is based upon the following alternates,  if any, which are
     described in the Contract  Documents and are hereby  accepted by the Owner:
     (State the  numbers or other  identification  of  accepted  alternates.  If
     decisions on other alternates are to be made by the Owner subsequent to the
     execution  of this  Agreement,  attach a schedule of such other  alternates
     showing the amount for each and the date until which that amount is valid.)

AIA  DOCUMENT  Al01 o  OWNER-CONTRACTOR  AGREEMENT  o  TWELFTH  EDITION  o AIA o
COPYRIGHT  1987 o THE AMERICAN  INSTITUTE OF  ARCHITECTS,  1735 NEW YORK AVENUE,
N.W., WASHINGTON,  D.C., 20006-5292.  WARNING;  Unlicensed photocopying violates
U.S.  copyright  laws and is  subject  to legal  prosecution.This  document  was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as
noted below.

4.3  Unit prices, if any, are as follows:

                                    ARTICLE 5
                                PROGRESS PAYMENTS
5.1  Based upon  Applications  for Payment  submitted  to the  Architect  by the
     Contractor and Certificates for Payment issued by the Architect,  the Owner
     shall  make  progress  payments  on  account  of  the  Contract  Sum to the
     Contractor as provided below and elsewhere in the Contract Documents.

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

AIA  DOCUMENT  Al01 o  OWNER-CONTRACTOR  AGREEMENT  o  TWELFTH  EDITION  o AIA o
COPYRIGHT  1987  (degree) THE AMERICAN  INSTITUTE OF  ARCHITECTS,  1735 NEW YORK
AVENUE, N.W., WASHINGTON,  D.C., 20006-5292.  WARNING;  Unlicensed  photocopying
violates U.S. copyright laws and is subject to legal prosecution.  This document
was  electronically  produced  with  permission of the AIA and can be reproduced
without violation until the date &expiration as noted below.
                                                  EElectronic  Format  A101-1987
User  Document:  OWNCNTRT.DOC  -- 12/4/1998.  AIA License Number 105356, which
expires on 5/30/1999 --               Page #3
<PAGE>
5.3  Provided an Application  for Payment is received by the Architect not later
     than  the  25th  day of a  month,  the  Owner  shall  make  payment  to the
     Contractor not later than the 10th day of the Next month. If an Application
     for Payment is received by the Architect after the  application  date fixed
     above,  payment shall be made by the Owner not later than 15 days after the
     Architect receives the Application for Payment.

5.4  Each  Application  for Payment  shall be based upon the  Schedule of Values
     submitted by the Contractor in accordance with the Contract Documents.  The
     Schedule of Values shall allocate the entire Contract Sum among the various
     portions  of the Work and be prepared  in such form and  supported  by such
     data to  substantiate  its  accuracy as the  Architect  may  require.  This
     schedule, unless objected to by the Architect, shall be used as a basis for
     reviewing the Contractor's Applications for Payment.

5.5  Applications  for Payment  shall  indicate the  percentage of completion of
     each  portion  of the  Work  as of the  end of the  period  covered  by the
     Application for Payment.

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

5.6.1. Take that portion of the  Contract  Sum  properly  allocable to completed
     Work as determined by multiplying the percentage completion of each portion
     of the Work by the share of the total Contract Sum allocated to that ponion
     of the Work in the Schedule of Values,  less  retainage of percent ( 10 %).
     Pending  final  determination  of cost to the Owner of changes in the Work,
     amounts not in dispute may be included as provided in Subparagraph 7.3.7 of
     the  General  Conditions  even  though  the  Contract  Sum has not yet been
     adjusted by Change Order;

5.6.2Add that portion of the Contract  Sum properly  allocable to materials  and
     equipment  delivered  and  suitably  stored  at  the  site  for  subsequent
     incorporation in the completed  construction (or, if approved in advance by
     the  Owner,  suitably  stored  off the site at a  location  agreed  upon in
     writing), less retainage of percent ( %); N/A

5.6.3 Subtract the aggregate of previous payments made by the Owner; and

5.6.4Subtract  amounts,  if  any,  for  which  the  Architect  has  withheld  or
     nullified a  Certificate  for Payment as provided in  Paragraph  9.5 of the
     General Conditions.

5.7  The progress  payment  amount  determined in accordance  with Paragraph 5.6
     shall be further modified under the following circumstances:




AIA  DOCUMENT  Al01  OWNER-CONTRACTOR  AGREEMENT   TWELFTH  EDITION   AIA 
COPYRIGHT  1987  (degree) THE AMERICAN  INSTITUTE OF  ARCHITECTS,  1735 NEW YORK
AVENUE, N.W., WASHINGTON,  D.C., 20006-5292.  WARNING;  Unlicensed  photocopying
violates U.S. copyright laws and is subject to legal prosecution.  This document
was  electronically  produced  with  permission of the AIA and can be reproduced
without violation until the date &expiration as noted below.

                                                  EElectronic  Format  A101-1987
User  Document:  OWNCNTRT.DOC  -- 12/4/1998.  AIA License Number 105356, which
expires on 5/30/1999 --               Page #4
<PAGE>
5.7.1Add, upon Substantial  Completion of the Work, a sum sufficient to increase
     the total payments to 0% percent (%) of the Contract Sum, less such amounts
     as the Architect shall determine for incomplete Work and unsettled  claims;
     and

5.7.2Add,  if final  completion  of the Work is  thereafter  materially  delayed
     through  no fault of the  Contractor,  any  additional  amounts  payable in
     accordance with Subparagraph 9.10.3 of the General Conditions.

5.8  Reduction or limitation of retainage,  if any, shall be as follows:

     (If it is intended, prior to Substantial Completion of the entire Work, to
     reduce or limit the retainage  resulting from the  percentages  inserted in
     Subparagraphs 5.6.1 and 5.6.2 above, and this is not explained elsewhere in
     the  Contract  Documents,  insert here  provisions  for such  reduction  or
     limitation.)

AIA DOCUMENT Al01 OWNER-CONTRACTOR  AGREEMENT TWELFTH EDITION AIA COPYRIGHT 1987
 THE AMERICAN INSTITUTE OF ARCHITECTS,  1735 NEW YORK AVENUE, N.W., WASHINGTON,
D.C., 20006-5292.  WARNING; Unlicensed photocopying violates U.S. copyright laws
and is subject to legal prosecution.  This document was electronically  produced
with  permission of the AIA and can be reproduced  without  violation  until the
date of expiration as noted below.  Electronic  Format  A101-1987 User Document:
OWNCNTRT.DOC -- 12/4/1998. AIA License Number 105356, which expires on 5/30/1999

                                    ARTICLE 6
                                  FINAL PAYMENT

Final payment, constituting the entire unpaid balance of the Contract Sum, shall
be made by the Owner to the  Contractor  when (1) the  Contract  has been  fully
performed  by the  Contractor  except  for the  Contractor's  responsibility  to
correct  nonconforming  Work as provided in  Subparagraph  12.2.2 of the General
Conditions and to satisfy other requirements,  if any, which necessarily survive
final payment;  and (2) a final  Certificate  for Payment has been issued by the
Architect;  such final  payment shall be made by the Owner not more than 30 days
after the issuance of the  Architect's  final  Certificate  for  Payment,  or as
follows:

                                    ARTICLE 7
                            MISCELLANEOUS PROVISIONS

7.1  Where  reference  is made in this  Agreement  to a provision of the General
     Conditions  or another  Contract  Document,  the  reference  refers to that
     provision as amended or  supplemented  by other  provisions of the Contract
     Documents




AIA  DOCUMENT  Al01 o  OWNER-CONTRACTOR  AGREEMENT  o  TWELFTH  EDITION  o AIA o
COPYRIGHT  1987  (degree) THE AMERICAN  INSTITUTE OF  ARCHITECTS,  1735 NEW YORK
AVENUE, N.W., WASHINGTON,  D.C., 20006-5292.  WARNING;  Unlicensed  photocopying
violates U.S. copyright laws and is subject to legal prosecution.  This document
was  electronically  produced  with  permission of the AIA and can be reproduced
without violation until the date &expiration as noted below.

                                                  EElectronic  Format  A101-1987
User  Document:  OWNCNTRT.DOC  -- 12/4/1998.  AIA License Number 105356, which
expires on 5/30/1999 --               Page #5
<PAGE>
7.2  Payments  due and unpaid under the Contract  shall bear  interest  from the
     date payment is due at the rate stated below, or in the absence thereof, at
     the legal rate  prevailing from time to time at the place where the Project
     is located. (Insert rate of interest agreed upon, if any.)

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

7.3  Other provisions:

                                    ARTICLE 8
                            TERMINATION OR SUSPENSION

8.1

8.2  The Contract may be terminated  by the Owner or the  Contractor as provided
     in Article 14 of the General Conditions.

The Work may be  suspended by the Owner as provided in Article 14 of the General
Conditions.

                                    ARTICLE 9
                        ENUMERATION OF CONTRACT DOCUMENTS

9.1  The Contract Documents,  except for Modifications issued after execution of
     this Agreement, are enumerated as follows:

9.1.1The Agreement is this executed Standard Form of Agreement Between Owner and
     Contractor, AIA Document A 101, 1987 Edition.

9.1.2The General  Conditions  are the General  Conditions  of the  Contract  for
     Construction, AIA Document A201, 1987 Edition.

9.1.3The  Supplementary and other Conditions of the Contract are those contained
     in the Project Manual dated, and are as follows:
          Document               Title                Pages
          N/A

9.1.4The  Specifications  are those  contained in the Project Manual dated as in
     Subparagraph  9.1.3,  and are as follows:  (Either list the  Specifications
     here or refer to an exhibit  attached to this  Agreement.)
          Document               Title                Pages
          N/A


AIA  DOCUMENT  Al01 o  OWNER-CONTRACTOR  AGREEMENT  o  TWELFTH  EDITION  o AIA o
COPYRIGHT  1987  (degree) THE AMERICAN  INSTITUTE OF  ARCHITECTS,  1735 NEW YORK
AVENUE, N.W., WASHINGTON,  D.C., 20006-5292.  WARNING;  Unlicensed  photocopying
violates U.S. copyright laws and is subject to legal prosecution.  This document
was  electronically  produced  with  permission of the AIA and can be reproduced
without violation until the date &expiration as noted below.

                                                  EElectronic  Format  A101-1987
User  Document:  OWNCNTRT.DOC  -- 12/4/1998.  AIA License Number 105356, which
expires on 5/30/1999 --               Page #6
<PAGE>
9.1.5The  Drawings  are as follows,  and are dated  unless a  different  date is
     shown below: (Either list the Drawings here or refer to an exhibit attached
     to this Agreement.)
          Number                 Date
          N/A

9.1.6 The addenda, if any, are as follows: Number N/A Pages

     Date                                               Pages

     Portions of addenda  relating to bidding  requirements  are not part of the
     Contract  Documents unless the bidding  requirements are also enumerated in
     this Article 9.

9.1.7Other  documents,  if any,  forming part of the Contract  Documents  are as
     follows:  (List here any  additional  documents  which are intended to form
     part of the Contract Documents. The General Conditions provide that bidding
     requirements  such as advertisement  or invitation to bid,  Instructions to
     Bidders, sample forms and the Contractor's bid are not part of the Contract
     Documents unless  enumerated in this Agreement.  They should be listed here
     only if  intended  to be  part  of the  Contract  Documents.)  Exhibit  "A"
     Attached

This Agreement is entered into as of the day and year first written above and is
executed in at least three  original  copies of which one is to be  delivered to
the  Contractor,  one to the  Architect  for  use in the  administration  of the
Contract, and the remainder to the Owner.

Willow Green Partnership                           Irwin Contracting, Inc.
OWNER, Howard Calhoun, Receiver                    /s/Innes H. Irwin, President
                                                   _____________________________
                                                   (Signature)
                                                    Innes H. Irwin, President
                                                   (Printed name and title)
Original Price:     $311,868
1)  Delete all monies allowed for cabinets    $ 23,268
2)  Delete all monies allowed for appliances  $ 11,900
3)  Delete all monies for carpet              $ 16,624
Revised Price Please note: $   260,076

1)   Since the  completion  of our  Plumbing  Contract  is  dependent  on prompt
     delivery of cabinets,  any extra trips caused by delay of cabinets  will be
     charged at a time and material rate.  Cabinet  company should be Contracted
     to build units at once and a 10 day prior delivery will be given.

2)   Monies for 'VCT flooring and ceramic tile for the tub and shower floors and
     walls are still in our Contract.

AIA  DOCUMENT  Al01 o  OWNER-CONTRACTOR  AGREEMENT  o  TWELFTH  EDITION  o AIA o
COPYRIGHT  1987  (degree) THE AMERICAN  INSTITUTE OF  ARCHITECTS,  1735 NEW YORK
AVENUE, N.W., WASHINGTON,  D.C., 20006-5292.  WARNING;  Unlicensed  photocopying
violates U.S. copyright laws and is subject to legal prosecution.  This document
was  electronically  produced  with  permission of the AIA and can be reproduced
without violation until the date &expiration as noted below.

                                                  EElectronic  Format  A101-1987
User  Document:  OWNCNTRT.DOC  -- 12/4/1998.  AIA License Number 105356, which
expires on 5/30/1999 --               Page #7

<PAGE>
CHANGE ORDER                        AIA DOCUMENT G701 -

OWNER                                    [   ]
ARCHITECT                                [   ]
CONTRACTOR                               [   ]
FIELD                                    [   ]
OTHER                                    [   ]

ELECTRONIC FORMAT


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

DOCUMENT D401.
-------------------------------------------------------------------------------
PROJECT:  WILLOW GREEN TOWNHOMES, 1050 STARKEY ROAD, LARGO, FL

TO CONTRACTOR: IRWIN CONTRACTING, INC., 222 SECOND STREET NORTH, 
               ST. PETERSBURG, FL 33701 

The Contract is changed as follows:

CHANGE ORDER NUMBER
DATE: NOVEMBER 27, 1998
ARCHITECT'S PROJECT NO: 9845

CONTRACT DATE:

CONTRACT FOR:


1.   ADDITIONAL  HARDWARE REQUIRED FOR COMPLETION OF UNITS 2302, 2303, 2406, AND
     2504. $ 802

2.   UPGRADE CERAMIC TILE FLOORING UNIT 2504. 1,876

3.   REMOVE AND REPLACE CONCRETE IN KITCHEN AREA OF 2406. 144

4.   ADDITIONAL WORK FOR 2406 4,514

     A)   CONCRETE SLAB IN BACK YARD.

     B)   INSTALL 55 LF OF 2 PIECE CROWN MOLDING IN MASTER BEDROOM

     C)   REMOVE AND  REPLACE  BOTTOM OF STAIRS,  PROVIDE  36"  LANDING  AND ONE
          ADDITIONAL STEP AWAY FROM WALL, AND FRAME KNEE WALL.

     D)   REMOVE AND REPLACE BASE AT NEW STAIR CONFIGURATION

     E)   INSTALL 2 PIECES OF FLUTED TRIM IN DINING ROOM

     F.)  CUT OPEN SECOND FLOOR PLYWOOD TO RELOCATE DINING ROOM LIGHT.

      TOTAL C/O # 1 $ 7,336


<PAGE>
-------------------------------------------------------------------------------

NOT VALID UNTIL SIGNED BY THE OWNER, ARCHITECT AND CONTRACTOR.

The original (Contract Sum) (Guaranteed maximum Price) was
$104,149

Net  change  by  previously  authorized  Change  Orders $ 0 

The (Contract  Sum)(Guaranteed  Maximum  Price) prior to this Change Order was
$104.149

The (Contract Sum)  (Guaranteed  Maximum Price) will be (increased)  (decreased)
(unchanged) by this Change Order in the amount of $ 7,336

The new (Contract  Sum)(Guaranteed  Maximum  Price)  including this Change Order
will be $ 111,485

The Contract Time will be  (increased)  (decreased)  (unchanged)  by N/A ( N/A )
days.

The Date of Substantial Completion as of the date of this Change Order therefore
is N/A

NOTE: This summary does not reflect  changes in the Contract Sum,  Contract Time
or Guaranteed  maximum Price which have been authorized by  Construction  Change
Directive.

ARCHITECT:
N/A

Address:
N/A

BY: ________________________________

DATE:_______________________________

CONTRACTOR
IRWIN CONTRACTING, INC.

Address:
222 SECOND STREET NORTH
ST. PETERSBURG, FL 33701

BY: ________________________________
DATE: ______________________________

OWNER:
WILLOW GREEN PARTNERSHIP, LTD.

Address: 888 SIXTY SECOND AVENUE NORTH ST. PETERSBURG, FL 33702

BY: ______________________
DATE:_____________________