<PAGE>

                                                                   Exhibit 10.14

                   AIA DOCUMENT A121/CMc AND AGC DOCUMENT 565

                       STANDARD FORM OF AGREEMENT BETWEEN
                         OWNER AND CONSTRUCTION MANAGER

                     where the Construction Manager is also
                                 THE CONTRACTOR

                                  1991 EDITION

The 1997 Edition of AIA Document 201, General Conditions of the Contract for
Construction, is referred to herein.

AGREEMENT

made as of the 18th day of June in the year of 2004

BETWEEN the Owner:              Apollo Development Corporation
                                4615 E. Elwood Street
                                Phoenix, AZ 85040

and the Construction Manager:   Sundt Construction, Inc.
                                1501 W. Fountainhead Pkwy, Ste. 600
                                Tempe, AZ 85282

The Project is: UNIVERSITY OF PHOENIX ONLINE CAMPUS AT RIVERPOINT

The Architect is: CARPENTER SELLERS ASSOCIATES/SMITHGROUP JOINTLY

The Owner and Construction Manager agree as set forth below.


                                        1

<PAGE>

                                    ARTICLE 1

                               GENERAL PROVISIONS

1.1  RELATIONSHIP OF PARTIES

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

1.2  GENERAL CONDITIONS

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

                                    ARTICLE 2

                     CONSTRUCTION MANAGER'S RESPONSIBILITIES

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

2.1  PRECONSTRUCTION PHASE

2.1.1 PRELIMINARY EVALUATION

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

2.1.2 CONSULTATION

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


                                        2

<PAGE>

2.1.3 PRELIMINARY PROJECT SCHEDULE

When Project requirements described in Subparagraph 3.1.1 have been sufficiently
identified, the Construction Manager shall prepare, and periodically update, a
preliminary Project schedule for the Architect's review and the Owner's
approval. The Construction Manager shall obtain the Architect's approval of the
portion of the preliminary Project schedule relating to the performance of the
Architect's services. The Construction Manager shall coordinate and integrate
the preliminary Project schedule with the services and activities of the Owner,
Architect and Construction Manager. As design proceeds, the preliminary Project
schedule shall be updated to indicate proposed activity sequences and durations,
milestone dates for receipt and approval of pertinent information, submittal of
a Guaranteed Maximum Price proposal, preparation and processing of shop drawings
and samples, delivery of materials or equipment requiring long-lead time
procurement, Owner's occupancy requirements showing portions of the Project
having occupancy priority, and proposed date of Substantial Completion. If
preliminary Project schedule update indicate the previously approved schedules
may not be met, the Construction Manager shall make appropriate recommendations
to the Owner and Architect.

2.1.4 PHASED CONSTRUCTION

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

2.1.5 PRELIMINARY COST ESTIMATES

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

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

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

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

2.1.6 SUBCONTRACTORS AND SUPPLIERS

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


                                        3

<PAGE>

2.1.7 LONG-LEAD TIME ITEMS

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

2.1.8 EXTENT OF RESPONSIBILITY

The Construction Manager does not warrant or guarantee estimates and schedules
except as may be included as part of the Guaranteed Maximum Price. The
recommendations and advice of the Construction Manager concerning design
alternatives shall be subject to the review and approval of the Owner and the
Owner's professional consultants. It is not the Construction Manager's
responsibility to ascertain that the Drawings and Specifications are in
accordance with applicable laws, statutes, ordinances, building codes, rules and
regulations. However, if the Construction Manager recognizes that portions of
the Drawings and Specifications are at variance therewith, the Construction
Manager shall promptly notify the Architect and Owner in writing.

2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION

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

2.2  GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME

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

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

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

THE CONSTRUCTION MANAGER'S CONTINGENCY IS AVAILABLE TO THE CONSTRUCTION MANAGER
TO COVER ITEMS NOT OTHERWISE RECOVERABLE BY CHANGE ORDER. ALL COST ASSOCIATED
WITH THE REFINEMENT OF DESIGN DETAILS WITHIN THE SCOPE OF WORK AND WITHIN THE
STANDARDS OF QUALITY AND QUANTITY ON WHICH THE GUARANTEED MAXIMUM PRICE IS
BASED, COSTS DUE TO LABOR DISPUTES, COSTS DUE TO OVERRUNS IN THE PERFORMANCE OF
WORK WITH CONSTRUCTION MANAGER'S OWN PERSONNEL, INCREASE IN BID OR NEGOTIATED
SUBCONTRACTS OR PURCHASE ORDER AGREEMENTS, CORRECTIVE WORK, LABOR DISPUTES
WITHIN MANUFACTURING OR TRANSPORTATION INDUSTRIES CAUSING DELAYS IN RECEIPT OF
MATERIALS OR EQUIPMENT NOT THE FAULT OF THE CONSTRUCTION MANAGER, LOST TIME DUE
TO ACTS BEYOND THE CONTROL OF THE CONSTRUCTION MANAGER AND FIXED JOBSITE COSTS


                                        4

<PAGE>

DUE TO THESE DELAYS ARE RECOVERABLE FROM THE CONSTRUCTION MANAGER'S CONTINGENCY.
THE CONSTRUCTION MANAGER'S CONTINGENCY IS NOT AVAILABLE FOR OWNER INCREASES IN
ALLOWANCES, CHANGES IN THE SCOPE OF WORK OR DESIGN CHANGES.

2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE

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

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

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

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

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

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

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

2.2.6 Unless the Owner accepts the Guaranteed Maximum Price proposal in writing
on or before the date specified in the proposal for such acceptance and so
notifies the Construction Manager, the Guaranteed Maximum Price proposal shall
not be effective without written acceptance by the Construction Manager.

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

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

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

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

2.3  CONSTRUCTION PHASE

2.3.1 GENERAL


                                        5

<PAGE>

2.3.1.1 The Construction Phase shall commence on the earlier of:

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

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

               (a)  award a subcontract, or

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

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

2.3.2 ADMINISTRATION

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

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

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

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

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

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

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


                                        6
<PAGE>

regular intervals.

2.4  PROFESSIONAL SERVICES

The Construction Manager shall not be required to provide professional services
which constitute the practice of architecture or engineering, unless such
services are specifically required by the Contract Documents for a portion of
the Work or unless the Construction Manager has specifically agreed in writing
to provide such services. In such event, the Construction Manager shall cause
such services to be performed by appropriately licensed professionals and
Construction Manager shall have no liability for any defects or deficiencies in
the Contract Documents.

2.5 UNSAFE MATERIALS

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

                                    ARTICLE 3

                            OWNER'S RESPONSIBILITIES

3.1 INFORMATION AND SERVICES

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

3.1.2 The Owner, upon written request from the Construction Manager, shall
furnish evidence of Project financing prior to the start of the Construction
Phase and from time to time thereafter as the Construction Manager may request.
If the Contract Sum at any time is expected to exceed $5 million and the project
is located in California, Owner shall at all times thereafter comply with
California Civil Code Section 3110.5 without the Construction Manager first
requesting such evidence of compliance. Furnishing of such evidence shall be a
condition precedent to commencement or continuation of the Work.

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


                                       7

<PAGE>

3.1.4 STRUCTURAL AND ENVIRONMENTAL TEST, SURVEYS AND REPORTS

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

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

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

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

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

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

3.2  OWNER'S DESIGNATED REPRESENTATIVE

The Owner shall designate in writing a representative who shall have express
authority to bind the Owner with respect to all matters requiring the Owner's
approval or authorization. This representative shall have the authority to make
decisions on behalf of the Owner concerning estimates and schedules,
construction budgets, and changes in the Work, and shall render such decisions
promptly and furnish information expeditiously, so as to avoid unreasonable
delay in the services or Work of the Construction Manager. THE OWNER DESIGNATES
RICK MASON OR WILLIAM B. SWIRTZ AS ITS AUTHORIZED REPRESENTATIVE.

3.3  ARCHITECT

The Owner shall retain the Architect to provide the Basic Services, including
normal structural, mechanical and electrical engineering services, other than
cost estimating services, described in the edition of AIA Document B141 current
as of the date of this Agreement. The Owner shall authorize and cause the
Architect to provide those additional services described in AIA Document B141
current as of the date of this Agreement. The Owner shall authorize and cause
the Architect to provide those Additional Services described in AIA Document
B141 requested by the Construction Manager which must necessarily be provided by
the Architect for the Preconstruction and Construction Phases of the Work. Such
services shall be provided in accordance with time schedules agreed to by the
Owner, Architect and Construction Manager. Upon request of the Construction
Manager, the Owner shall furnish to the Construction Manager a copy of the
Owner's Agreement with the Architect, from which compensation provisions may be
deleted.


                                       8

<PAGE>

3.4  LEGAL REQUIREMENTS

The Owner shall determine and advise the Architect and Construction Manager of
any special legal requirements relating specifically to the Project which differ
from those generally applicable to construction in the jurisdiction of the
Project. The Owner shall furnish such legal services as are necessary to provide
the information and devices required under Paragraph 3.1.

                                    ARTICLE 4

          COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

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

4.1  COMPENSATION

4.1.1 For the services described in Paragraphs 2.1 and 2.2 the Construction
Manager's compensation shall be calculated as follows:

(State basis of compensation, whether a stipulated sum, multiple of Personnel
Expense, actual cost. etc. Include a statement of reimbursable cost items as
applicable.)

COMPENSATION FOR PRECONSTRUCTION PHASE SERVICES SHALL CONSIST OF:

     -    REIMBURSEMENT OF PERSONNEL EXPENSE AS DEFINED BY ARTICLE 6 NOT TO
          EXCEED $178,893.00

4.1.2 Compensation for Preconstruction Phase services shall be equitably
adjusted if such services extend beyond a period of 9 consecutive months from
the date of this Agreement or if the originally contemplated scope of services
is significantly modified.

4.1.3 If compensation is based on a multiple of Personnel Expense, Personnel
Expense is defined as the salaries of the Construction Manager's personnel
engaged in the Project and the portion of the cost of their mandatory and
customary contributions and benefits related thereto, such as employment taxes
and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions and similar contributions and benefits as defined in
paragraph 6.1.2.

4.2  PAYMENTS

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

4.2.2 Payments are due and payable FOURTEEN (14) days from the date the
Construction Manager's invoice is received by the Owner. Amounts unpaid after
the date on which payment is due shall bear interest at the rate entered below,
or in the absence thereof, at the legal rate prevailing from time to time at the
place where the Project is located.

(Insert rate of interest agreed upon.) PRIME PLUS TWO PERCENT (2%).


                                       9
<PAGE>

(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
Construction Manager's principal places of business, the location of the Project
and elsewhere may affect the validity of this provision. Legal advise should be
obtained with respect to deletions or modifications, and also regarding
requirements such as written disclosures or waivers.)

                                    ARTICLE 5

                  COMPENSATION FOR CONSTRUCTION PHASE SERVICES

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

5.1  COMPENSATION

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

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

Compensation for Construction phase services shall consist of:

     -    Fee of Two and One-Half percent ( 2.50 %) of the estimated Cost of
          the Work. The Construction Manager's Fee shall become a Fixed fee at
          the time of acceptance of the Guaranteed Maximum Price by the Owner.

Such fee shall be paid as follows:

          Fifteen percent (15%) shall be paid to the Contractor in the First
          Application For Payment and the remaining Eighty-five percent (85%)
          shall be paid in proportionate increments to the monthly Application
          For Payment submitted (see Article 7).

Compensation for changes in the Work shall consist of:

     -    Fee Two and One-Half percent ( 2.50 %) of the increased cost of the
          changes in the Work.

Compensation for trade work performed by Construction Manager's personnel shall
consist of:

     -    Fee of Twelve percent (12%) of the cost of the trade work.

5.2  GUARANTEED MAXIMUM PRICE

5.2.1 The sum of the Cost of the Work and the Construction Manager's Fee are
guaranteed by the Construction Manager not to exceed the amount provided in
Amendment No. 1, subject to additions and deductions by changes in the Work as
provided in the Contract Documents. Such maximum sum as adjusted by approved
changes in the Work is referred to in the Contract Documents as the Guaranteed
Maximum Price. Costs which would cause the Guaranteed Maximum Price to be
exceeded shall be paid by the Construction Manager without reimbursement by the
Owner.

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

Upon completion of the project, if the actual Cost of the Work, including fees
paid in accordance with Articles 4


                                       10

<PAGE>

and 5, is less than the Guaranteed Maximum Price, as provided and adjusted by
Change Orders, all savings shall be:

     -    Returned in full to the Owner, 100 percent (100%).

5.3  CHANGES IN THE WORK

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

5.3.2 In calculating adjustments to subcontracts (except those awarded with the
Owner's prior consent on the basis of cost plus a fee), the terms "cost" and
"fee" as used in Clause 7.3.3.3 of AIA Document A201 and the terms "costs" and
"a reasonable allowance for overhead and profit" as used in Subparagraph 7,3.6
of AIA Document A201 shall have the meanings assigned to them in that document
and shall not be modified by this Article 5. Adjustments to subcontracts awarded
with the Owner's prior consent on the basis of cost plus a fee shall be
calculated in accordance with the terms of those subcontracts.

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

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

5.3.5 The Construction Manager has included 15 days of weather related delays
within his project schedule as defined by Article II, Contract Time, of
Amendment No. 1 to the Agreement. If the project experiences additional weather
related delays beyond the defined amount of 15 days, the Construction Manager
shall be entitled to a commensurate extension of time and reimbursement of costs
associated with the delay including general conditions, overhead, profit, etc.

5.4 Damages. (Insert only if the Owner insists on a damage paragraph. Due to the
negative impact damages inflict upon team building, administration of the
project, loss of focus on original objectives, etc., we urge owners to delete
damages and create incentives if they want to influence behavior. If they insist
on damages, the following paragraphs should be utilized).


                                       11

<PAGE>

                                    ARTICLE 6

                     COST OF THE WORK FOR CONSTRUCTION PHASE

6.1 COSTS TO BE REIMBURSED

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

6.1.2 LABOR COSTS

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

     .2   Wages or salaries of the Construction Manager's supervisory and
          administrative personnel when stationed at the site with the Owner's
          agreement, and employees stationed at the main or branch office
          directly involved in the support of the project.

          (If it is intended that the wages or salaries of certain personnel
          stationed at the Construction Manager's principal office or offices
          other than the site office shall be included in the Cost of the Work,
          such personnel shall be identified below.)

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

     .4   Costs paid or incurred by the Construction Manager for taxes,
          insurance, contributions, assessments and benefits required by law or
          collective bargaining agreements, and, for personnel not covered by
          such agreements, customary benefits such as sick leave, medical and
          health benefits, training, drug testing, and pensions, provided that
          such costs are based on wages and salaries included in the Cost of the
          Work under Clauses 6.1.2.1 through 6.1.2.3. Holidays and vacations are
          excluded from payroll taxes and fringe benefits and shall be billed
          directly to the project and considered reimbursable under the terms of
          this Agreement.

     .5   Wages, salaries, payroll taxes, insurance and fringe benefits, as
          defined in Paragraphs 6.1.1, 6.1.2, 6.1.3.and 6.1.4 above, shall be
          reimbursed in accordance with Appendix A, Personnel Reimbursement
          Schedule.

6.1.3 SUBCONTRACT COSTS

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

6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
CONSTRUCTION

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

     .2   Costs of materials described in the preceding Clause 6.1.4.1 in excess
          of those actually installed but required to provide reasonable
          allowance for waste and for spoilage. Unused excess materials, if any,
          shall be handed over to the Owner at the completion of the Work, or at
          the Owner's option, shall be sold


                                       12
<PAGE>

          by the Construction Manager; amounts realized, if any, from such sales
          shall be credited to the Owner as a deduction from the Cost of the
          Work.

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

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

     .2   Rental charges for temporary facilities, machinery, equipment, and
          hand tools not customarily owned by the construction workers, which
          are provided by the Construction Manager at the site, whether rented
          from the Construction Manager or others, and costs of transportation,
          installation, minor repairs and replacements, dismantling and removal
          thereof. Rates and quantities of equipment rented shall be subject to
          fair market rates or shall be reimbursed in accordance with Appendix
          B, Equipment Reimbursement Schedule.

     .3   Costs of removal of debris from the site.

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

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

6.1.6 MISCELLANEOUS COSTS

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

          SUBCONTRACTOR DEFAULT INSURANCE SHALL BE REIMBURSED AT THE FIXED RATE
          OF 1.25% OF THE TOTAL SUBCONTRACT AMOUNT.

          SUBCONTRACTOR GENERAL LIABILITY INSURANCE (Z-10) SHALL BE REIMBURSED
          AT 1.25% OF THE SUBCONTRACTED AMOUNT.

          LIABILITY INSURANCE PREMIUMS SHALL BE REIMBURSED AT THE FIXED RATE OF
          1.10 PERCENT (1.10%) OF THE GUARANTEED MAXIMUM PRICE.

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

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

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

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


                                       13

<PAGE>

          Documents.

     .6   Costs related to the Work for safety, OSHA, EEO, and other regulatory
          reporting as well as project time, personnel and data records and
          reports shall be reimbursed at the fixed rate of $1200/month.

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

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

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

6.1.7 OTHER COSTS

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

6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK

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

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

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

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

6.2  COSTS NOT TO BE REIMBURSED

     .1   Salaries and other compensation of the Construction Manager's
          personnel stationed at the Construction Manager's principal office or
          offices other than the site office, except as specifically provided in
          Clauses 6.1.2.2, 6.1.2.3, 6.1.2.4 and 6.1.2.5.

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

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

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

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

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

     .7   Costs incurred in the performance of Preconstruction Phase Services
          except as defined by Article 4.


                                       14

<PAGE>

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

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

6.3  DISCOUNTS, REBATES AND REFUNDS

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

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

6.4  ACCOUNTING RECORDS

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

                                    ARTICLE 7

                               CONSTRUCTION PHASE

7.1  PROGRESS PAYMENTS

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

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

7.1.3 Provided an Application for Payment is received by the Owner not later
than the first (1st) day of a month, the Owner shall make payment to the
Construction Manager not later than the fourteenth (14th) day of the same month.
If an Application for Payment is received by the Owner after the application
date fixed above, payment shall be made by the Owner not later than fourteenth
(14) days after the Owner receives the Application for Payment.


                                       15
<PAGE>

7.1.5 Each Application for Payment shall be based upon the most recent schedule
of values submitted by the Construction Manager in accordance with the Contract
Documents. The schedule of values shall allocate the entire Guaranteed Maximum
Price among the various portions of the Work, except that the Construction
Manager's Fee shall be shown as a single separate item. The schedule of values
shall be prepared in such form and supported by such data to substantiate its
accuracy as the Owner may require. This schedule, unless objected to by
the Owner shall be used as a basis for reviewing the Construction
Manager's Applications for Payment.

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

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

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

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

     .3   Add the Construction Manager's Fee, less retainage in accordance with
          PARAGRAPH 7.1.8. The Construction Manager's Fee shall be computed upon
          the Cost of the Work described in the two preceding Clauses at the
          rate stated in Subparagraph 5.1.1 or, if the Construction Manager's
          fee is stated as a fixed sum in that Subparagraph, shall be an amount
          which bears the same ratio to that fixed-sum Fee as the Cost of the
          Work in the two preceding Clauses bears to a reasonable estimate of
          the probable Cost of the Work upon its completion.

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

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

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

7.1.8 Except with the Owner's prior approval, payments to Subcontractors and the
Construction Manager shall be subject to the following retention terms:

     .1   Retention in the amount of Ten Percent (10%) shall be withheld from
          each Subcontractor Progress Payment until their portion of the Work is
          Fifty Percent (50%) complete. Once the Subcontractor's portion of the
          Work is Fifty Percent (50%) complete, should their work be on schedule
          and in


                                       16

<PAGE>

          compliance with the Contract Documents, no additional retention shall
          be withheld. Once each Subcontractor has completed their portion of
          the Work and their work has been accepted by the Owner, final
          retention on said Subcontractor may be released subject to Owner's
          approval. All remaining retention shall be released in accordance with
          Paragraph 7.2 of this Agreement.

     .2   Retention shall be withheld from the Construction Manager in
          accordance with the terms listed above for trade work performed by his
          own personnel. Retention shall not be withheld from the Construction
          Manager for payment of General Conditions, Fee, Purchase Order
          Agreements, allowances, taxes and direct pass through items; i.e.:
          bonds, insurance, permits, etc.

     .3   In lieu of retainage, the Construction Manager shall furnish
          certificates of deposit under the control of the Owner and the
          interest on such certificates shall accrue to the Construction
          Manager.

The Owner and the Construction Manager shall agree upon a mutually acceptable
procedure for review and approval of payments and retention for subcontracts.

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

7.1.10 In taking action on the Construction Manager's Applications for Payment,
the Architect shall be entitled to rely on the accuracy and completeness of the
information furnished by the Construction Manager and shall not be deemed to
represent that the Architect has made a detailed examination, audit or
arithmetic verification of the documentation submitted in accordance with
Subparagraph 7.1.4 or other supporting data; that the Architect has made
exhaustive or continuous on-site inspections or that the Architect has made
examinations to ascertain how or for what purposes the Construction Manager has
used amounts previously paid on account of the Contract. Such examinations,
audits and verifications, if required by the Owner, will be performed by the
Owner's accountants acting in the sole interest of the Owner.

7.1.11 Thirty-five (35) days after Substantial Completion, any unpaid balance
plus the remaining retention will be paid to the Construction Manager. Should
minor items remain to be completed, the Construction Manager and the Owner or
Architect shall list such items and the Construction Manager's written
acceptance of such list shall constitute his unconditional promise to complete
said items within a reasonable time thereafter. The Owner may retain a sum equal
to one hundred fifty percent (150%) of the estimated cost of completing
unfinished items on such list. Thereafter, Owner shall pay to the Construction
Manager monthly the amount retained for incomplete items as each of said items
is completed.

7.2  FINAL PAYMENT

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

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

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


                                       17

<PAGE>

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

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

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

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

7.2.4 If the Owner's accountants report the Cost of the Work as substantiated by
the Construction Manager's final accounting to be less than claimed by the
Construction Manager, the Construction Manager shall be entitled to proceed in
accordance with Article 9. Unless agreed to otherwise, a demand for mediation or
arbitration of the disputed amount shall be made by the Construction Manager
within 60 days after the Construction Manager's receipt of a copy of the Owner's
reason for withholding payment. Failure to make such demand within this 60-day
period shall result in the substantiated amount reported by the Owner's
accountants becoming binding on the Construction Manage. Upon receipt of a final
resolution of the disputed amount, the Owner shall pay the Construction Manager
the amount certified in the Construction Manager's final Application for Payment
revised to reflect the final resolution.

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

                                    ARTICLE 8

                               INSURANCE AND BONDS

8.1  INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER

During both phases of the Project, the Construction Manager shall purchase and
maintain insurance as set forth in Paragraph 11.1 of AIA Document A201-1997.
Such insurance shall be written for not less than the following limits, or
greater if required by law:

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


                                       18

<PAGE>

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

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

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

     .2   Products and Completed Operations insurance shall be maintained for
          the statute of repose for latent defects in construction of the state
          in which the project is located after either 90 days following
          Substantial completion or final payment, whichever is earlier.

     .3   The Contractual Liability insurance shall include coverage sufficient
          to meet the obligations in AIA Document A201-1997 under Paragraph
          3.18.

     .4   The Owner shall be an additional insured during and the period of time
          required by 8.1.2.2 or until such additional insured protection is no
          longer commercially available, whichever is shorter, with the
          insurance maintained by the Contractor acting as primary coverage and
          any insurance maintained by the Owner shall be excess and
          non-contributory.

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

<TABLE>
<S>          <C>
$1,000,000   Each Accident
</TABLE>

8.1.4 Umbrella/Excess Liability

<TABLE>
<S>           <C>
$25,000,000   Each Occurrence
$25,000,000   General Aggregate
$25,000,000   Personal and Advertising Injury
$25,000,000   Products-Completed Operations Aggregate
</TABLE>

8.1.5 Other coverage:

     "ALL-RISK" PROPERTY INSURANCE INCLUDING EARTHQUAKE, FLOOD, STORED MATERIALS
     AND MATERIAL IN TRANSIT, INCLUDING WAIVERS OF SUBROGATION, AS SET FORTH IN
     PARAGRAPH 11 OF AIA DOCUMENT 201-1997. EARTHQUAKE AND FLOOD INSURANCE MAY
     BE PROVIDED WITH LIMITS OF COVERAGE THAT ARE LESS THAN THE CONTRACT AMOUNT.
     IF THE PROJECT IS LOCATED IN FLOOD PRONE AREAS (AREAS LOCATED WITHIN THE
     100 YEAR FLOOD PLAIN AS DESIGNATED BY THE U.S. ARMY CORPS OF ENGINEERS OR
     SIMILAR AGENCY) SUNDT'S POLICY WILL NOT PROVIDE FLOOD COVERAGE IN ANY
     AMOUNT. IN THE STATES OF ALASKA, ARKANSAS, CALIFORNIA, HAWAII OR WASHINGTON
     SUNDT'S POLICY WILL NOT PROVIDE EARTHQUAKE -COVERAGE IN ANY AMOUNT. IF
     OWNER WANTS HIGHER EARTHQUAKE AND FLOOD LIMITS THAN PROVIDED BY SUNDT'S
     POLICY OR COVERAGE FOR EXCLUDED EARTHQUAKE AND FLOOD, OWNER SHALL NOTIFY
     SUNDT IN WRITING OF THE COVERAGE REQUESTED AND SUNDT SHALL MAKE ITS BEST
     EFFORT TO PROVIDE SUCH COVERAGE AS A COST OF THE WORK. IF COVERAGE IS NOT
     COMMERCIALLY AVAILABLE, AFFORDABLE OR REQUESTED BY OWNER, OWNER SHALL
     RELEASE, DEFEND, HOLD HARMLESS AND INDEMNIFY SUNDT FROM ALL DAMAGES AND
     COSTS RESULTING FROM SUCH UNINSURED OR UNDER INSURED EARTHQUAKE, FLOOD OR
     WINDSTORM LOSSES. ALL DEDUCTIBLES AND COINSURANCE PENALTIES ARE TO BE PAID
     BY THE OWNER. THE OWNER AND ALL TIERS OF SUBCONTRACTORS SHALL BE INSUREDS
     UNDER SUNDT'S BUILDERS RISK COVERAGE.

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


                                       19

<PAGE>

8.2  INSURANCE REQUIRED OF THE OWNER

During both phases of the Project, the Owner shall purchase and maintain
liability insurance as set forth in Paragraphs 11.2 of AIA Document A201-1997.

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

8.3  PERFORMANCE AND PAYMENT BOND

8.3.1 The Construction Manager shall not furnish bonds covering faithful
performance of the Contract and payment of obligations arising thereunder. Bonds
may be obtained through the Construction Manager's usual source and the cost
thereof shall be included in the Cost of the Work. The amount of each bond shall
be equal to ___ percent (___%) of the Contract Sum.

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

                                    ARTICLE 9

                            MISCELLANEOUS PROVISIONS

9.1  DISPUTE RESOLUTION FOR THE PRECONSTRUCTION PHASE

9.1.1 Claims, disputes or other matters in question between the parties to this
Agreement which arise prior to the commencement of the Construction Phase or
which relate solely to the Preconstruction Phase services of the Construction
Manager or to the Owner's obligations to the Construction Manager during the
Preconstruction Phase, shall be resolved as follows:

THE PARTIES SHALL ENDEAVOR TO SETTLE THE DISPUTE FIRST THROUGH DIRECT
NEGOTIATION OF THE PRINCIPALS AUTHORIZED TO RESOLVE SUCH CLAIMS, DISPUTES, OR
OTHER MATTERS:

     OWNER'S PRINCIPAL: RICK MASON

     ARCHITECT'S PRINCIPAL: RICK SELLERS AND CHARLES CRAIN

     CONSTRUCTION MANAGER'S PRINCIPAL: MARTIN HEDLUND

9.1.2 IF DIRECT NEGOTIATION IS UNSUCCESSFUL, THE PARTIES SHALL ENDEAVOR TO
SETTLE THE DISPUTE THROUGH MEDIATION. Any mediation conducted pursuant to this
Paragraph 9.1 shall be held in accordance with the Construction Industry
Mediation Rules of the American Arbitration Association currently in effect,
unless the parties mutually agree otherwise. Demand for mediation shall be filed
in writing with the other party to this Agreement and with the American
Arbitration Association. Any demand for mediation shall be made within a
reasonable time after the claim, dispute or other matter in question has arisen
AND NEGOTIATION OF THE PRINCIPALS HAS FAILED TO RESOLVE THE ISSUE AS DESCRIBED
IN PARA. 9.1.1. In no event shall the demand for mediation be made after the
date when institution of legal or equitable proceedings based upon such claim,
dispute or other matter in question would be barred by the applicable statute of
limitations.

9.1.3 Any claim, dispute or other matter in question not resolved by mediation
shall be decided by arbitration in accordance with the Construction Industry
Arbitration Rules of the American Arbitration Association currently in effect
unless parties


                                       20

<PAGE>

mutually agree otherwise. NOTWITHSTANDING ANY CONSTRUCTION INDUSTRY ARBITRATION
RULE CURRENTLY IN EFFECT, ANY ARBITRATOR SHALL HAVE NO POWER TO IGNORE ANY
PROVISION OF THIS AGREEMENT, TO RETAIN ANY EXPERT, TO ORDER DISCOVERY,
PRODUCTION OF RECORDS OR DOCUMENTS, ISSUE SUBPOENAS OR ORDER DEPOSITIONS OR
RESPONSES TO INTERROGATORIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTIES.

9.1.4 Demand for arbitration shall be filed in writing with the other party to
this Agreement and with the American Arbitration Association. A demand for
arbitration may be made IF MEDIATION HAS FAILED TO RESOLVE THE DISPUTE and shall
be made within a reasonable time after the claim, dispute or other matter in
question has arisen. In no event shall the demand for arbitration be made after
the date when institution of legal or equitable proceedings based upon such
claim, dispute or other matter in question would be barred by the applicable
statute of limitations.

9.1.6 The award rendered by the arbitrator or arbitrators shall be final, and
judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof. In no event may any arbitrator award any party
consequential or indirect damages.

9.2  DISPUTE RESOLUTION FOR THE CONSTRUCTION PHASE

9.2.1 Any other claim, dispute or other matter in question arising out of or
related to this Agreement or breach thereof shall be settled in accordance with
Article 9 of this Agreement, except that in addition to and prior to
arbitration, the parties shall endeavor to settle disputes by mediation in
accordance with the Construction Industry Mediation Rules of the American
Arbitration Association currently in effect unless the parties mutually agree
otherwise. Any mediation arising under this Paragraph shall be conducted in
accordance with the provisions of Subparagraphs 9.1.2 and 9.1.3

9.3  OTHER PROVISIONS

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

9.3.2 EXTENT OF CONTRACT

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


                                       21
<PAGE>

inconsistent with this Agreement, this Agreement shall govern.

9.3.3 OWNERSHIP AND USE OF DOCUMENTS

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

9.3.4 GOVERNING LAW

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

9.3.5 ASSIGNMENT

The Owner and Construction Manager respectively bind themselves, their partners,
successors, assigns and legal representatives to the other party hereto and to
partners, successors, assigns and legal representatives of such other party in
respect to covenants, agreements and obligations contained in the Contract
Documents. Neither party to the Contract shall assign the Contract as a whole
without written consent of the other. If either party attempts to make such an
assignment without such consent, the party shall nevertheless remain legally
responsible for all obligations under the Contract. Notwithstanding the
foregoing, in the event of a sale or transfer of a portion or all of the Project
to a different Owner, such purchasers, transferees or assigns shall have no
rights or remedies of any kind or nature against Construction Manager and all
provisions of this Agreement inconsistent therewith are void and of no force and
effect.

                                   ARTICLE 10

                            TERMINATION OR SUSPENSION

10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE

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

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

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

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

     .2   Add the Construction Manager's Fee computed upon the Cost of the work
          to the date of termination at


                                       22

<PAGE>

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

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

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

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

10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE

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

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

10.2.2 In the event of termination by the Construction Manager or by the Owner
for convenience, the amount to be paid to the Construction Manager under
Subparagraph 14.1.2 of AIA Document A201 shall not exceed the amount the
Construction Manager would be entitled to receive under Subparagraphs 10.1.2 or
10.1.3 above, except that the Construction Manager's Fee shall be calculated as
if the Work had been fully completed by the Construction Manager, including a
reasonable estimate of the Cost of the Work for Work not actually completed.

10.3 SUSPENSION

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


                                       23

<PAGE>

and 5.3.4 of this Agreement.

                                   ARTICLE 11
                          OTHER CONDITIONS AND SERVICES

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

OWNER                                   CONSTRUCTION MANAGER:


By: /s/ William B. Swirtz               By: /s/ Illegible
    ---------------------------------       ------------------------------------

Date: 6.22.04                           Date: June 18, 2004
Attest:                                 Attest: Illegible
        -----------------------------


APPROVED


/s/ RICK MASON                          6/22/04
-------------------------------------   DATE
INITIALS
RICK MASON
DIRECTOR OF CONSTRUCTION
APOLLO DEVELOPMENT CORP.


                                       24
<PAGE>

                                                          AIA DOCUMENT A201-1997

General Conditions of the Contract for Construction (April 2003)

TABLE OF ARTICLES

1.   GENERAL PROVISIONS

2.   OWNER

3.   CONTRACTOR

4.   ADMINSTRATION OF THE CONTRACT

5.   SUBCONTRACTORS

6.   CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7.   CHANGES IN THE WORK

8.   TIME

9.   PAYMENTS AND COMPLETION

10.  PROTECTION OF PERSONS AND PROPERTY

11.  INSURANCE AND BONDS

12.  UNCOVERING AND CORRECTION OF WORK

13.  MISCELLANEOUS PROVISIONS

14.  TERMINATION OR SUSPENSION OF THE CONTRACT

1997 EDITION
REVISION APRIL 2003

     CAUTION: You should use an original AIA document with the AIA logo printed
     in red. An original assures that changes will not be obscured as may occur
     when documents are reproduced.

Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
1970, 1976, 1987, (C)1997 by The American Institute of Architects. Fifteenth
Edition. Reproduction of the material herein or substantial quotation of its
provisions without written permission of the AIA violates the copyright laws of
the United States and will subject the violator to legal prosecution.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               1

<PAGE>

ARTICLE 1 GENERAL PROVISIONS

     1.1  BASIC DEFINITIONS

     1.1.1 THE CONTRACT DOCUMENTS

     Precedence of the Contract Documents is as follows: The Agreement between
     Owner and Contractor (hereinafter the Agreement), Conditions of the
     Contract (General, Supplementary and other Conditions), Drawings,
     Specifications, Addenda issued prior to execution of the Contract, other
     documents listed in the Agreement and Modifications issued after execution
     of the Contract. A Modification is (1) a written amendment to the Contract
     signed by both parties, (2) a Change Order, (3) a Construction Change
     Directive or (4) a written order for a minor change in the Work issued by
     the Architect. Unless specifically enumerated in the Agreement, the
     Contract Documents do not include other documents such as bidding
     requirements (advertisement or invitation to bid, Instruction to Bidders,
     sample forms, the Contractor's bid or portions of Addenda relating to
     bidding requirements.

     1.1.2 THE CONTRACT

     The Contract Documents form the Contract for Construction. The Contract
     represents the entire and integrated agreement between the parties hereto
     and supersedes prior negotiations, representations or agreements, either
     written or oral. The Contract may be amended or modified only by a
     Modification. The Contract Documents shall not be construed to create a
     contractual relationship of any kind (1) between the Architect and
     Contractor, (2) between the Owner and a Subcontractor or Sub-Subcontractor,
     (3) between the Owner and Architect or (4) between any persons or entities
     other than the Owner and Contractor. The Architect shall, however, be
     entitled to performance and enforcement of obligations under the Contract
     intended to facilitate performance of the Architect's duties.

     1.1.3 THE WORK

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

     1.1.4 THE PROJECT

     The Project is the total construction of which the Work performed under the
     Contract Documents may be the whole or a part and which may include
     construction by the Owner or by separate contractors.

     1.1.5 THE DRAWINGS

     The Drawings are the graphic and pictorial portions of the Contract
     Documents showing the design, location and dimensions of the Work,
     generally including plans, elevations, sections, details, schedules and
     diagrams.

     1.1.6 THE SPECIFICATIONS

     The Specifications are that portion of the Contract Documents consisting of
     the written requirements for materials, equipment, systems, standards and
     workmanship for the Work, and performance of related services.

     1.1.7 THE PROJECT MANUAL

     The Project Manual is a volume assembled for the Work which may include the
     bidding requirements, sample forms, Conditions of the Contract and
     Specifications.

     1.2  CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

     1.2.1 The intent of the Contract Documents is to include all items
     necessary for the proper execution and completion of the Work by the
     Contractor. The Contract Documents are complementary, and what is required
     by one shall be as binding as if required by all; performance by the
     Contractor shall be required only to the extent consistent with the
     Contract Documents and reasonably inferable from them as being necessary to
     produce the indicated results.

     1.2.2 Organization of the Specifications into divisions, sections and
     articles, and arrangement of Drawings shall not control the Contractor in
     dividing the Work among Subcontractors or in establishing the extent of the
     Work to be performed by any trade.

     1.2.3 Unless otherwise stated in the Contract Documents, words which have
     well-known technical or construction industry meanings are used in the
     Contract Documents in accordance with such recognized meanings.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               2

<PAGE>

     1.3  CAPITALIZATION

     1.3.1 Terms capitalized in these General Conditions include those which are
     (1) specifically defined, (2) the titles of numbered articles and
     identified references to Paragraphs. Subparagraphs and Clauses in the
     document or (3) the titles of other documents published by the American
     Institute of Architects.

     1.4  INTERPRETATION

     1.4.1 In the interest of brevity the Contract Documents frequently omit
     modifying words such as "all" and "any" and articles such as "the" and
     "an," but the fact that a modifier or an article is absent from one
     statement and appears in another is not intended to affect the
     interpretation of either statement.

     1.5  EXECUTION OF CONTRACT DOCUMENTS

     1.5.1 The Contract Documents shall be signed by the Owner and Contractor.
     If either the Owner or Contractor or both do not sign all the Contract
     Documents, the Architect shall identify such unsigned Documents upon
     request.

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

     1.6  OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF
          SERVICE

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

ARTICLE 2 OWNER

     2.1  GENERAL

     2.1.1 The Owner is the person or entity identified as such in the Agreement
     and is referred to throughout the Contract Documents as if singular in
     number. The Owner shall designate in writing a representative who shall
     have express authority to bind the Owner with respect to all matters
     requiring the Owner's approval or authorization. Except as otherwise
     provided in Subparagraph 4.2.1, the Architect does not have such authority.
     The term "Owner" means the Owner or the Owner's authorized representative.

     2.1.2 The Owner shall furnish to the Contractor within fifteen days after
     receipt of a written request, information necessary and relevant for the
     Contractor to evaluate, give notice of or enforce mechanic's lien rights.
     Such information shall include a correct statement of the record legal
     title to the property on which the Project is located, usually referred to
     as the site, and the Owner's interest therein.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               3

<PAGE>

     2.2  INFORMATION AND SERVICES REQUIRED OF THE OWNER

     2.2.1 The Owner shall, at the written request of the Contractor, prior to
     commencement of the Work and thereafter, furnish to the Contractor
     reasonable evidence that financial arrangements have been made to fulfill
     the Owner's obligations under the Contract. Furnishing of such evidence
     shall be a condition precedent to commencement or continuation of the Work.
     After such evidence has been furnished, the Owner shall not materially vary
     such financial arrangements without prior notice to the Contractor.

     2.2.1.1. To the extent applicable from time to time, Owner shall fully
     comply with California Civil Code Section 3110.5. If Owner is not in
     compliance, Construction Manager upon seven days written notice to Owner,
     may suspend work until such time as Owner fully complies with California
     Civil Code Section 3110.5. If Owner fails to fully comply within 15 days of
     receipt of Construction Manager's written notice, Construction Manager may
     upon seven days written notice to Owner, terminate the Contract and recover
     from Owner pursuant to Subparagraph 14.1.3.

     2.2.2 Except for permits and fees, including those required under
     Subparagraph 3.7.1, which are the responsibility of the Contractor under
     the Contract Documents, the Owner shall secure and pay for necessary
     approvals, easements, assessments and charges required for construction,
     use or occupancy of permanent structures or for permanent changes in
     existing facilities.

     2.2.3 The Owner shall furnish surveys describing physical characteristics,
     legal limitations and utility locations for the site of the Project, and a
     legal description of the site. The Contractor shall be entitled to rely on
     the accuracy of information furnished by the Owner but shall exercise
     proper precautions relating to the safe performance of the Work.

     2.2.4 Information or services required of the Owner by the Contract
     Documents shall be furnished by the Owner with reasonable promptness. Any
     other information or services relevant to the Contractor's performance of
     the Work under the Owner's control shall be furnished by the Owner after
     receipt from the Contractor of a written request for such information or
     services.

     2.2.5 Unless otherwise provided in the Contract Documents, the Contractor
     will be furnished, free of charge, such copies of Drawings and Project
     Manuals as are reasonably necessary for execution of the Work.

     2.3  OWNER'S RIGHT TO STOP THE WORK

     2.3.1 If the Contractor fails to correct Work which is not in accordance
     with the requirements of the Contract Documents as required by Paragraph
     12.2 or persistently fails to carry out Work in accordance with the
     Contract Documents, the Owner may issue a written order to the Contractor
     to stop the Work, or any portion thereof, until the cause for such order
     has been eliminated; however, the right of the Owner to stop the Work shall
     not give rise to a duty on the part of the Owner to exercise this right for
     the benefit of the Contractor or any other person or entity, except to the
     extent required by Subparagraph 6.1.3.

     2.4  OWNER'S RIGHT TO CARRY OUT THE WORK

     2.4.1 If the Contractor defaults or neglects to carry out the Work in
     accordance with the Contract Documents and fails within a seven-day period
     after receipt of written notice from the Owner to commence and continue
     correction of such default or neglect with diligence and promptness, the
     Owner may after such seven-day period give the Contractor a second written
     notice to correct such deficiencies within a three-day period. If the
     Contractor within such three-day period after receipt of such second notice
     fails to commence and continue to correct any deficiencies, the Owner may,
     without prejudice to other remedies the Owner may have, correct such
     deficiencies. In such case an appropriate Change Order shall be issued
     deducting from payments then or thereafter due the Contractor the
     reasonable cost of correcting such deficiencies, including Owner's expenses
     and compensation for the Architect's additional services made necessary by
     such default, neglect or failure. Such action by the Owner and amounts
     charged to the Contractor are both subject to prior approval of the
     Architect. If payments then or thereafter due the Contractor are not
     sufficient to cover such amounts, the Contractor shall pay the difference
     to the Owner.

ARTICLE 3 CONTRACTOR

     3.1  GENERAL

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               4

<PAGE>

     3.1.1 The Contractor is the person or entity identified as such in the
     Agreement and is referred to throughout the Contract Documents as if
     singular in number. The term "Contractor" means the Contractor or the
     Contractor's authorized representative.

     3.1.2 The Contractor shall perform the Work in accordance with the Contract
     Documents.

     3.1.3 The Contractor shall not be relieved of obligations to perform the
     Work in accordance with the Contract Documents either by activities or
     duties of the Architect in the Architect's administration of the Contract,
     or by tests, inspections or approvals required or performed by persons
     other than the Contractor.

     3.2  REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

     3.2.1 Since the Contract Documents are complementary, before starting each
     portion of the Work, the Contractor shall carefully study and compare the
     various Drawings and other Contract Documents relative to that portion of
     the Work, as well as the information furnished by the Owner pursuant to
     Subparagraph 2.2.3, shall take field measurements of any existing
     conditions related to that portion of the Work and shall observe any
     conditions at the site affecting it. These obligations are for the purpose
     of facilitating construction by the Contractor and are not for the purpose
     of discovering errors, omissions, or inconsistencies in the Contract
     Documents; however, any errors, inconsistencies or omissions discovered by
     the Contractor shall be reported promptly to the Architect as a request for
     information in such form as the Architect may require.

     3.2.2 Any design errors or omissions noted by the Contractor during this
     review shall be reported promptly to the Architect, but it is recognized
     that the Contractor's review is made in the Contractor's capacity as a
     contractor and not as a licensed design professional unless otherwise
     specifically provided in the Contract Documents. The Contractor is not
     required to ascertain that the Contract Documents are in accordance with
     applicable laws, statutes, ordinances, building codes, and rules and
     regulations, but any nonconformity discovered by or made known to the
     Contractor shall be reported promptly to the Architect.

     3.2.3 If the Contractor believes that additional cost or time is involved
     because of clarifications or instructions issued by the Architect in
     response to the Contractor's notices or requests for information pursuant
     to Subparagraphs 3.2.1 and 3.2.2, the Contractor shall make Claims as
     provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor fails to
     perform the obligations of Subparagraph 3.2.1 and 3.2.2, the Contractor
     shall pay such costs and damages to the Owner as would have been avoided if
     the Contractor had performed such obligations. The Contractor shall not be
     liable to the Owner or Architect for damages resulting from errors,
     inconsistencies or omissions in the Contract Documents or for differences
     between field measurements or conditions and the Contract Documents unless
     the Contractor recognized such error, inconsistency, omission or difference
     and knowingly failed to report it to the Architect.

     3.3  SUPERVISION AND CONSTRUCTION PROCEDURES

     3.3.1 The Contractor shall supervise and direct the Work, using the
     Contractor's best skill and attention. The Contractor shall be solely
     responsible for and have control over construction, means, methods,
     techniques, sequences and procedures and for coordinating all portions of
     the Work under the Contract, unless the Contract Documents give other
     specific instructions concerning these matters. If the Contract Documents
     give specific instructions concerning construction means, methods,
     techniques, sequences or procedures, the Contractor shall evaluate the
     jobsite safety thereof and, except as stated below, shall be fully and
     solely responsible for the jobsite safety of such means, methods,
     techniques, sequences or procedures. If the Contractor determines that such
     means, methods, techniques, sequences or procedures may not be safe, the
     Contractor shall give timely written notice to the Owner and Architect and
     shall not proceed with that portion of the Work without further written
     instructions from the Architect. If the Contractor is then instructed to
     proceed with the required means, methods, techniques, sequences or
     procedures without acceptance of changes proposed by the Contractor, the
     Owner shall be solely responsible for any resulting loss or damage.

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

     3.3.3 The Contractor shall be responsible for inspection of portions of
     Work already performed to determine that such portions are in proper
     condition to receive subsequent Work.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               5

<PAGE>

     3.4  LABOR AND MATERIALS

     3.4.1 Unless otherwise provided in the Contract Documents, the Contractor
     shall provide and pay for labor materials equipment, tools, construction
     equipment and machinery, water, heat, utilities, transportation, and other
     facilities and services necessary for proper execution and completion of
     the Work, whether temporary or permanent and whether or not incorporated or
     to be incorporated in the Work.

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

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

     3.5  WARRANTY

     3.5.1 The Contractor warrants to the 0wner and Architect that materials and
     equipment furnished under the Contract will be of good quality and new
     unless otherwise required or permitted by the Contract Documents that the
     Work will be free from defects not inherent in the quality required or
     permitted, and that the Work will conform to the requirements of the
     Contract Documents. Work not conforming to these requirements, including
     substitutions not properly approved and authorized may be considered
     defective. The Contractor's warranty excludes remedy for damage or defect
     caused by abuse modifications not executed by the Contractor, improper or
     insufficient maintenance, improper operation or normal wear and tear and
     normal usage. If required by the Architect, the Contractor shall furnish
     satisfactory evidence as to the kind and quality of materials and
     equipment.

     3.6  TAXES

     3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for
     the Work provided by the Contractor which are legally enacted when bids are
     received or negotiations concluded, whether or not yet effective or merely
     scheduled to

     3.7  PERMITS, FEES AND NOTICES

     3.7.1 Unless otherwise provided in the Contract Documents, the Contractor
     shall secure and pay for the building permit and other permits and
     governmental fees, licenses and inspections necessary for proper execution
     and completion and completion of the Work which are customarily secured
     after execution of the Contract and which are legally required when bids
     are received or negotiations concluded.

     3.7.2 The Contractor shall comply with and give notices required by laws,
     ordinances, rules, regulations and lawful orders of public authorities
     applicable to performance of the Work.

     3.7.3 It is not the Contractor's responsibility to ascertain that the
     Contract Documents are in accordance with applicable laws statutes
     ordinances, building codes, and rules and regulations. However, if the
     Contractor observes that portions of the Contract Documents are at variance
     therewith, the Contractor shall promptly notify the Architect and Owner in
     writing, and necessary changes shall be accomplished by appropriate
     Modification.

     3.7.4 If the Contractor performs Work knowing it to be contrary to laws,
     ordinances, building codes, and rules and regulations without such notice
     to the Architect and Owner, the Contractor shall assume appropriate
     responsibility for such Work and shall bear the costs attributable to
     correction.

     3.8  ALLOWANCES

     3.8.1 The Contractor shall include in the Contract Sum all allowances
     stated in the Contract Documents. Items covered by allowances shall be
     supplied for such amounts and by such persons or entities as the Owner may
     direct but the Contractor shall not be required to employ persons or
     entities to whom the Contractor has reasonable objection.

     3.8.2 Unless otherwise provided in the Contract Documents:

          .1   allowances shall cover the cost of the Contractor of materials
               and equipment delivered at the site, less applicable trade
               discounts.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               6
<PAGE>

          .2   Contractor's costs for unloading and handling at the site, labor,
               installation costs, and other expenses contemplated for stated
               allowance amounts shall be included in the allowances;

          .3   whenever costs are more than or less than allowances, the
               Contract Sum shall be adjusted accordingly by Change Order. The
               amount of the Change Order shall reflect (1) the difference
               between actual costs and the allowances under Clause 3.8.2.1 and
               (2) changes in Contractor's costs under Clause 3.8.2.2,and an
               adjustment of fee in accordance with the Agreement.

     3.8.3 Materials and equipment under an allowance shall be selected by the
     Owner in sufficient time to avoid delay in the Work.

     3.9  SUPERINTENDENT

     3.9.1 The Contractor shall employ a competent superintendent and necessary
     assistants who shall be in attendance at the Project site during
     performance of the Work. The superintendent shall represent the Contractor,
     and communications given to the superintendent shall be as binding as if
     given to the Contractor. Important communications shall be confirmed in
     writing. Other communications shall be similarly confirmed on written
     request in each case.

     3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES

     3.10.1 The Contractor, promptly after being awarded the Contract, shall
     prepare and submit for the Owner's and Architect's information a
     Contractor's construction schedule for the Work. The schedule shall not
     exceed time limits current under the Contract Documents, shall be revised
     at appropriate intervals as required by the conditions of the Work and
     Project, shall be related to the entire Project to the extent required by
     the Contract Documents, and shall provide for expeditious and practicable
     execution of the Work.

     3.10.2 The Contractor shall prepare and keep current, for the Architect's
     approval, a schedule of submittals which is coordinated with the
     Contractor's construction schedule and allows the Architect reasonable time
     to review submittals.

     3.10.3 The Contractor shall perform the Work in general accordance with the
     most recent schedules submitted to the Owner and Architect.

     3.11 DOCUMENTS AND SAMPLES AT THE SITE

     3.11.1 The Contractor sha11 maintain at the site for the Owner one record
     copy of the Drawings, Specifications Addenda, Change Orders and other
     Modifications, in good order and marked currently to record field changes
     and selections made during construction, and one record copy of approved
     Shop Drawings, Product Data, Samples and similar required submittals. These
     shall be available to the Architect and shall be delivered to the Architect
     for submittal to the Owner upon completion of the Work.

     3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

     3.12.1 Shop Drawings are drawings, diagrams, schedules and other data
     specially prepared for the Work by the Contractor or a Subcontractor,
     Sub-subcontractor, manufacturer, supplier or distributor to illustrate some
     portion of the Work.

     3.12.2 Product Data are illustrations, standard schedules, performance
     charts, instructions, brochures, diagrams and other information furnished
     by the Contractor to illustrate materials or equipment for some portion of
     the Work.

     3.12.3 Samples are physical examples which illustrate materials, equipment
     or workmanship and establish standards by which the Work will be judged.

     3.12.4 Shop Drawing, Product Data, Samples and similar submittals are not
     Contract Documents. The purpose of their submittal is to demonstrate for
     those portions of the Work for which submittals are required by the
     Contract Documents the way by which the Contractor proposes to conform to
     the information given and the design concept expressed in the Contract
     Documents. Review by the Architect is subject to the limitations of
     Subparagraph 4.2.7 Informational submittals upon which the Architect is not
     expected to take responsive action may be so identified in the Contract
     Documents. Submittals which are not required by the Contract Documents may
     be returned by the Architect without action.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               7

<PAGE>

     3.12.5 The Contractor shall review for compliance with the Contract
     Documents, and submit to the Architect Shop Drawings, Product Data, Samples
     and similar submittals required by the Contract Documents with reasonable
     promptness and in such sequence as to cause no delay in the Work or in the
     activities of the Owner or of separate contractors. Submittals which are
     not marked as reviewed for compliance with the Contract Documents may be
     returned by the Architect without action.

     3.12.6 By submitting Shop Drawings, Product Data, Samples and similar
     submittals, the Contractor represents that the Contractor has determined
     and verified materials, field measurements and field construction criteria
     related thereto, or will do so, and has checked and coordinated the
     information contained within such submittals with the requirements of the
     Work and of the Contract Documents.

     3.12.7 The Contractor shall perform no portion of the Work for which the
     Contract Documents require submittal and review of Shop Drawings, Product
     Data, Samples or similar submittals until the respective submittal has been
     approved by the Architect.

     3.12.8 The Work shall be in accordance with approved submittals except that
     the Contractor shall not be relieved of responsibility for deviations from
     requirements of the Contract Documents by the Architect's approval of Shop
     Drawings, Product Data, Samples or similar submittals unless the Contractor
     has specifically informed the Architect in writing of such deviation at the
     time of submittal and (1) the Architect has given written approval to the
     specific deviation as a minor change in the Work, or (2) a Change Order or
     Construction Change Directive has been issued authorizing the deviation.
     The Contractor shall not be relieved of responsibility for errors or
     omissions in Shop Drawings, Product Data, Samples or similar submittals by
     the Architect's approval thereof.

     3.12.9 The Contractor shall direct specific attention, in writing or on
     resubmitted Shop Drawings, Product Data Samples or similar submittals, to
     revisions other than those requested by the Architect on previous
     submittals. In the absence of such written notice the Architect's approval
     of a resubmission shall not apply to such revisions.

     3.12.10 The Contractor shall not be required to provide professional
     services which constitute the practice of architecture or engineering
     unless such services are specifically required by the Contract Documents
     for a portion of the Work or unless the Contractor needs to provide such
     services in order to carry out the Contractor's responsibilities for
     construction means, methods, techniques, sequences and procedures. The
     Contractor shall not be required to provide professional services in
     violation of applicable law. If professional design services or
     certifications by a design professional related to systems, materials or
     equipment are specifically required of the Contractor by the Contract
     Documents, the Owner and the Architect will specify all performance and
     design criteria that such services must satisfy. The Contractor shall cause
     such services or certifications to be provided by a properly licensed
     design professional, whose signature and seal shall appear on all drawings,
     calculations, specifications, certifications, Shop Drawings and other
     submittals prepared by such professional. Shop Drawings and other
     submittals related to the Work designed or certified by such professional,
     if prepared by others, shall bear such professional's written approval when
     submitted to the Architect. The Owner and the Architect shall be entitled
     to rely upon the adequacy, accuracy and completeness of the services,
     certifications or approvals performed by such design professionals,
     provided the Owner and Architect have specified to the Contractor all
     performance and design criteria that such services must satisfy. Pursuant
     to this Subparagraph 3.12.10, the Architect will review, approve or take
     other appropriate action on submittals only for the limited purpose of
     checking for conformance with information given and the design concept
     expressed in the Contract Documents. The Contractor shall not be
     responsible for the adequacy of the performance or design criteria required
     by the Contract Documents.

     3.13 USE OF SITE

     3.13.1 The Contractor shall confine operations at the site to areas
     permitted by law, ordinances, permits and the Contract Documents and shall
     not unreasonably encumber the site with material or equipment.

     3.14 CUTTING AND PATCHING

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

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               8

<PAGE>

     3.14.2 The Contractor shall not damage or endanger a portion of the Work or
     fully or partially completed construction of the Owner or separate
     contractors by cutting, patching or otherwise altering such construction,
     or by excavation. The Contractor shall not cut or otherwise alter such
     construction by the Owner or a separate contractor except with written
     consent of the Owner and of such separate contractor; such consent shall
     not be unreasonably withheld. The Contractor shall not unreasonably
     withhold from the Owner or a separate contractor the Contractor's consent
     to cutting or otherwise altering the Work.

     3.15 CLEANING UP

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

     3.15.2 If the Contractor fails to clean up as provided in the Contract
     Documents, the Owner may do so and the cost thereof shall be charged to the
     Contractor.

     3.16 ACCESS TO WORK

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

     3.17 ROYALTIES, PATENTS AND COPYRIGHTS

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

     3.18 INDEMNIFICATION

     3.18.1 To the fullest extent permitted by law and to the extent claims,
     damages, losses or expenses are not covered by Project Management
     Protective Liability insurance purchased by the Contractor in accordance
     with Paragraph 11.3, the Contractor shall indemnify and hold harmless the
     Owner, Architect, Architect's consultants, and agents and employees of any
     of them from and against claims, damages, losses and expenses, including,
     but not limited to attorneys' fees arising out of or resulting from
     performance of the Work, provided that such claim, damage, loss or expense
     is attributable to bodily injury, sickness, disease or death, or to injury
     to or destruction of tangible property (other than the Work itself), but
     only to the extent caused by the negligent acts or omissions of the
     Contractor, a Subcontractor anyone directly or indirectly employed by them
     or anyone for whose acts they may be liable, regardless of whether or not
     such claim, damage, loss or expense is caused in part by a party
     indemnified hereunder. Such obligation shall not be construed to negate,
     abridge, or reduce other rights or obligations of indemnity which would
     otherwise exist as to a party or person described in this Paragraph 3.18.

     3.18.2 In claims against any person or entity indemnified under this
     Paragraph 3.18 by an employee of the Contractor a Subcontractor, anyone
     directly or indirectly employed by them or anyone for whose acts they may
     be liable, the indemnification obligation under Subparagraph 3.18.1 shall
     not be limited by a limitation on amount or type of damages compensation or
     benefits payable by or for the Contractor or a Subcontractor under workers'
     compensation acts disability benefit acts or other employee benefit acts.

ARTICLE 4 ADMINISTRATION OF THE CONTRACT

     4.1 ARCHITECT

     4.1.1 The Architect is the person lawfully licensed to practice
     architecture or an entity lawfully practicing architecture identified as
     such in the Agreement and is referred to throughout the Contract Documents
     as if singular in number. The term "Architect" means the Architect or the
     Architect's authorized representative.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                               9

<PAGE>

     4.1.2 Duties, responsibilities and limitations of authority of the
     Architect as set forth in the Contract Documents shall not be restricted,
     modified or extended without written consent of the Owner, Contractor and
     Architect. Consent shall not be unreasonably withheld.

     4.1.3 If the employment of the Architect is terminated, the Owner shall
     employ a new Architect against whom the Contractor has no reasonable
     objection and whose status under the Contract Documents shall be that of
     the former Architect.

     4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT

     4.2.1 The Architect will provide administration of the Contract as
     described in the Contract Documents, and will be an Owner's representative
     (1) during construction, (2) until final payment is due and (3) with the
     Owner's concurrence, from time to time during the one-year period for
     correction of Work described in Paragraph 12.2. The Architect will have
     authority to act on behalf of the Owner only to the extent provided in the
     Contract Documents, unless otherwise modified in writing in accordance with
     other provisions of the Contract.

     4.2.2 The Architect, as a representative of the Owner, will visit the site
     at intervals appropriate to the stage of the Contractor's operations (1) to
     become generally familiar with and to keep the Owner informed about the
     progress and quality of the portion of the Work completed, (2) to endeavor
     to guard the Owner against defects and deficiencies in the Work, and (3) to
     determine in general if the Work is being performed in a manner indicating
     that the Work, when fully completed, will be in accordance with the
     Contract Documents. However, the Architect will not be required to make
     exhaustive or continuous on-site inspections to check the quality or
     quantity of the Work. The Architect will neither have control over or
     charge of, nor be responsible for, the construction means, methods,
     techniques, sequences or procedures, or for the safety precautions and
     programs in connection with the Work, since these are solely the
     Contractor's rights and responsibilities under the Contract Documents,
     except as provided in Subparagraph 3.3.1.

     4.2.3 The Architect will not be responsible for the Contractor's failure to
     perform the Work in accordance with the requirements of the Contract
     Documents. The Architect will not have control over or charge of and will
     not be responsible for acts or omissions of the Contractor, Subcontractors,
     or their agents or employees, or any other persons or entities performing
     portions of the Work.

     4.2.4 Communications Facilitating Contract Administration. Except as
     otherwise provided in the Contract Documents or when direct communications
     have been specifically authorized, the Owner and Contractor shall endeavor
     to communicate with each other through the Architect about matters arising
     out of or relating to the Contract Communications by and with the
     Architect's consultants shall be through the Architect. Communications by
     and with Subcontractors and material suppliers shall be through the
     Contractor. Communications by and with separate contractors shall be
     through the Owner.

     4.2.5 Based on the Architect's evaluations of the Contractor's Applications
     for Payment, the Architect will review and certify the amounts due the
     Contractor and will issue Certificates for Payment in such amounts.

     4.2.6 The Architect will have authority to reject Work that does not
     conform to the Contract Documents. Whenever the Architect considers it
     necessary or advisable, the Architect will have authority to require
     inspection or testing of the Work in accordance with Subparagraphs 13.5.2
     and 13.5.3, whether or not such Work is fabricated, installed or completed.
     However, neither this authority of the Architect nor a decision made in
     good faith either to exercise or not to exercise such authority shall give
     rise to a duty or responsibility of the Architect to the Contractor,
     Subcontractors, material and equipment suppliers, their agents or
     employees, or other persons or entities performing portions of the Work.

     4 2.7 The Architect will review and approve or take other appropriate
     action upon the Contractor's submittals such as Shop Drawings, Product Data
     and Samples, but only for the limited purpose of checking for conformance
     with information given and the design concept expressed in the Contract
     Documents. The Architect's action will be taken with such reasonable
     promptness as to cause no delay in the Work or in the activities of the
     Owner, Contractor or separate contractors, while allowing sufficient time
     in the Architect's professional judgment to permit adequate review. Review
     of such submittals is not conducted for the purpose of determining the
     accuracy and completeness of other details such as dimensions and
     quantities, or for substantiating instructions for installation or
     performance of equipment

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              10

<PAGE>

     or systems, all of which remain the responsibility of the Contractor as
     required by the Contract Documents. The Architect's review of the
     Contractor's submittals shall not relieve the Contractor of the obligations
     under Paragraphs 3.3, 3.5 and 3.12. The Architect's review shall not
     constitute approval of safety precautions or, unless otherwise
     specifically' stated by the Architect, of any construction means, methods,
     techniques, sequences or procedures. The Architect's approval of a specific
     item shall not indicate approval of an assembly of which the item is a
     component.

     4.2.8 The Architect will prepare Change Orders and Construction Change
     Directives, and may authorize minor changes in the Work as provided in
     Paragraph 7.4.

     4.2.9 The Architect will conduct inspections to determine the date or dates
     of Substantial Completion and the date of final completion, will receive
     and forward to the Owner, for the Owner's review and records, written
     warranties and related documents required by the Contract and assembled by
     the Contractor, and will issue a final Certificate for Payment upon
     compliance with the requirements of the Contract Documents.

     4.2.10 If the Owner and Architect agree, the Architect will provide one or
     more project representatives to assist in carrying out the Architect's
     responsibilities at the site. The duties, responsibilities and limitations
     of authority of such project representatives shall be as set forth in an
     exhibit to be incorporated in the Contract Documents.

     4.2.11 The Architect will interpret and decide matters concerning
     performance under, and requirements of, the Contract Documents on written
     request of either the Owner or Contractor. The Architect's response to such
     requests will be made in writing within any time limits agreed upon or
     otherwise with reasonable promptness. If no agreement is made concerning
     the time within which interpretations required of the Architect shall be
     furnished in compliance with this Paragraph 4.2, then delay shall not be
     recognized on account of failure by the Architect to furnish such
     interpretations until 15 days after written request is made for them.

     4 2.12 Interpretations and decisions of the Architect will be consistent
     with the intent of and reasonably inferable from the Contract Documents and
     will be in writing or in the form of drawings. When making such
     interpretations and initial decisions, the Architect will endeavor to
     secure faithful performance by both Owner and Contractor, will not show
     partiality to either and will not be liable for results of interpretations
     or decisions so rendered in good faith.

     4.2.13 The Architect's decisions on matters relating to aesthetic effect
     will be final if consistent with the intent expressed in the Contract
     Documents.

     4.3 CLAIMS AND DISPUTES

     4.3.1 Definition. A Claim is a demand or assertion by one of the parties
     seeking, as a matter of right, adjustment or interpretation of Contract
     terms, payment of money, extension of time or other relief with respect to
     the terms of the Contract. The term "Claim" also includes other disputes
     and matters in question between the Owner and Contractor arising out of or
     relating to the Contract. Claims must be initiated by written notice. The
     responsibility to substantiate Claims shall rest with the party making the
     Claim.

     4.3.2 Time Limits on Claims. Claims by either party must be initiated
     within 21 days after occurrence of the event giving rise to such Claim or
     within 21 days after the claimant first recognizes the condition giving
     rise to the Claim whichever is later. Claims must be initiated by written
     notice to the Architect and the other party.

     4.3.3 Continuing Contract Performance. Pending final resolution of a Claim
     except as otherwise agreed in writing or as provided in Subparagraph 9.7.1
     and Article 14, the Contractor shall proceed diligently with performance of
     the Contract and the Owner shall continue to make payments in accordance
     with the Contract Documents, including 50% of the cost of the disputed Work
     pending resolution in accordance with the terms and processes defined in
     the "Dispute Resolution" articles of the Agreement with the Owner..

     4.3.4 Claims for Concealed or Unknown Conditions. If conditions are
     encountered at the site which are (1) subsurface or otherwise concealed
     physical conditions which differ materially from those indicated in the
     Contract Documents or (2) unknown physical conditions of an unusual nature,
     which differ materially from those ordinarily found to exist and generally
     recognized as inherent in construction activities of the character provided
     for in the Contract Documents, then notice by the observing party shall be
     given to the other party promptly before conditions are disturbed

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              11

<PAGE>

     and in no event later than 21 days after first observance of the
     conditions. The Architect will promptly investigate such conditions and, if
     they differ materially and cause an increase or decrease in the
     Contractor's cost of, or time required for, performance of any part of the
     Work, will recommend an equitable adjustment in the Contract Sum or
     Contract Time, or both. If the Architect determines that the conditions at
     the site are not materially different from those indicated in the Contract
     Documents and that no change in the terms of the Contract is justified, the
     Architect shall so notify the Owner and Contractor in writing, stating the
     reasons. Claims by either party in opposition to such determination must be
     made within 21 days after the Architect has given notice of the decision.
     If the conditions encountered are materially different, the Contract Sum
     and Contract Time shall be equitably adjusted, but if the Owner and
     Contractor cannot agree on an adjustment in the Contract Sum or Contract
     Time, the adjustment shall be referred to the Architect for initial
     determination, subject to further proceedings pursuant to Paragraph 4.4.

     4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim
     for an increase in the Contract Sum, written notice as provided herein
     shall be given before proceeding to execute the Work. Prior notice is not
     required for Claims relating to an emergency endangering life or property
     arising under Paragraph 10.6.

     4.3.6 If the Contractor believes additional cost is involved for reasons
     including but not limited to (1) a written interpretation from the
     Architect, (2) an order by the Owner to stop the Work where the Contractor
     was not at fault, (3) a written order for a minor change in the Work issued
     by the Architect, (4) failure of payment by the Owner, (5) termination of
     the Contract by the Owner, (6) Owner's suspension or (7) other reasonable
     grounds, Claim shall be filed in accordance with this Paragraph 4.3.

     4.3.7 CLAIMS FOR ADDITIONAL TIME

     4.3.7.1 If the Contractor wishes to make Claim for an increase in the
     Contract Time, written notice as provided herein shall be given. The
     Contractor's Claim shall include an estimate of cost and of probable effect
     of delay on progress of the Work. In the case of a continuing delay only
     one Claim is necessary.

     4.3.7.2 If adverse weather conditions are the basis for a Claim for
     additional time, such Claim shall be documented by data substantiating that
     weather conditions were abnormal for the period of time, could not have
     been reasonably anticipated and had an adverse effect on the scheduled
     construction.

     4.3.8 Injury or Damage to Person or Property. If either party to the
     Contract suffers injury or damage to person or property because of an act
     or omission of the other party, or of others for whose acts such party is
     legally responsible, written notice of such injury or damage, whether or
     not insured, shall be given to the other party within a reasonable time not
     exceeding 21 days after discovery. The notice shall provide sufficient
     detail to enable the other party to investigate the matter.

     4.3.9 If unit prices are stated in the Contract Documents or subsequently
     agreed upon, and if quantities originally contemplated are materially
     changed in a proposed Change Order or Construction Change Directive so that
     application of such unit prices to quantities of Work proposed will cause
     substantial inequity to the Owner or Contractor the applicable unit prices
     shall be equitably adjusted. '

     4.3.10 Claims for Consequential Damages. The Contractor and Owner waive
     Claims against each other for consequential damages arising out of or
     relating to this Contract. This mutual waiver includes:

          .1   damages incurred by the Owner for rental expenses, for losses of
               use, income, profit, financing, business and reputation, and for
               loss of management or employee productivity or of the services of
               such person; and

          .2   damages incurred by the Contractor for principal office expenses,
               including the compensation of personnel stationed there, for
               losses of financing, business and reputation, and for loss of
               profit except anticipated profit arising directly from the Work.

     This mutual waiver is applicable, without limitation, to all consequential
     damages due to either party's termination in accordance with Article 14.
     Nothing contained in this Subparagraph 4.3.10 shall be deemed to preclude
     an award of liquidated direct damages, when applicable, in accordance with
     the requirements of the Contract Documents.

     4.4 RESOLUTION OF CLAIMS AND DISPUTES

     4.4.1 Resolution of claims and disputes shall be in accordance with the
     terms and processes defined in the "Dispute Resolution" articles of the
     Agreement with the Owner.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              12
<PAGE>

     4.5 MEDIATION

     4.5.1 MEDIATION SHALL BE IN ACCORDANCE WITH THE TERMS AND PROCESSES DEFINED
     IN THE "DISPUTE RESOLUTION" ARTICLES OF THE AGREEMENT WITH THE OWNER.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              13

<PAGE>

     4.6 ARBITRATION

     4.6.1 ARBITRATION SHALL BE IN ACCORDANCE WITH THE TERMS AND PROCESSED
     DEFINED IN THE "DISPUTE RESOLUTION" ARTICLES OF THE AGREEMENT WITH THE
     OWNER.

ARTICLE 5 SUBCONTRACTORS

     5.1 DEFINITIONS

     5.1.1 A Subcontractor is a person or entity who has a direct contract with
     the Contractor to perform a portion of the Work at the site. The term
     "Subcontractor" is referred to throughout the Contract Documents as if
     singular in number and means a Subcontractor or an authorized
     representative of the Subcontractor. The term "Subcontractor" does not
     include a separate contractor or subcontractors of a separate contractor.

     5.1.2 A Sub-Subcontractor is a person or entity who has a direct or
     indirect contract with a Subcontractor to perform a portion of the Work at
     the site. The term "Sub-subcontractor" is referred to throughout the
     Contract Documents as if singular in number and means a Sub-subcontractor
     or an authorized representative of the Sub-subcontractor.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              14

<PAGE>

     5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

     5.2.1 Unless otherwise stated in the Contract Documents or the bidding
     requirements, the Contractor, as soon as practicable after award of the
     Contract, shall furnish in writing to the Owner through the Architect the
     names of persons or entities (including those who are to furnish materials
     or equipment fabricated to a special design) proposed for each principal
     portion of the Work. The Architect will promptly reply to the Contractor in
     writing stating whether or not the Owner or the Architect, after due
     investigation, has reasonable objection to any such proposed person or
     entity. Failure of the Owner or Architect to reply promptly shall
     constitute notice of no reasonable objection.

     5.2.2 The Contractor shall not contract with a proposed person or entity to
     whom the Owner or Architect has made reasonable and timely objection. The
     Contractor shall not be required to contract with anyone to whom the
     Contractor has made reasonable objection.

     5.2.3 If the Owner or Architect has reasonable objection to a person or
     entity proposed by the Contractor, the Contractor shall propose another to
     whom the Owner or Architect has no reasonable objection. If the proposed
     but rejected Subcontractor was reasonably capable of performing the Work,
     the Contract Sum and Contract Time shall be increased or decreased by the
     difference, if any, occasioned by such change, and an appropriate Change
     Order shall be issued before commencement of the substitute Subcontractor's
     Work. However, no increase in the Contract Sum or Contract Time shall be
     allowed for such change unless the Contractor has acted promptly and
     responsively in submitting names as required.

     5.2.4 The Contractor shall not change a Subcontractor, person or entity
     previously selected if the Owner or Architect makes reasonable objection to
     such substitute.

     5.3 SUBCONTRACTUAL RELATIONS

     5.3.1 By appropriate agreement, written where legally required for
     validity, the Contractor shall require each Subcontractor, to the extent of
     the Work to be performed by the Subcontractor, to be bound to the
     Contractor by terms of the Contract Documents, and to assume toward the
     Contractor all the obligations and responsibilities including the
     responsibility for safety of the Subcontractor's Work, which the
     Contractor, by these Documents, assumes toward the Owner and Architect.
     Each subcontract agreement shall preserve and protect the rights of the
     Owner and Architect under the Contract Documents with respect to the Work
     to be performed by the Subcontractor so that subcontracting thereof will
     not prejudice such rights, and shall allow to the Subcontractor, unless
     specifically provided otherwise in the subcontract agreement, the benefit
     of all rights, remedies and redress against the Contractor that the
     Contractor, by the Contract Documents, has against the Owner. Where
     appropriate, the Contractor shall require each Subcontractor to enter into
     similar agreements with Sub-subcontractors. The Contractor shall make
     available to each proposed Subcontractor, prior to the execution of the
     subcontract agreement, copies of the Contract Documents to which the
     Subcontractor will be bound, and, upon written request of the
     Subcontractor, identify to the Subcontractor terms and conditions of the
     proposed subcontract agreement which may be at variance with the Contract
     Documents. Subcontractors will similarly make copies of applicable portions
     of such documents available to their respective proposed
     Sub-subcontractors.

     5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS

     5.4.1 Each subcontract agreement for a portion of the Work is assigned by
     the Contractor to the Owner provided that:

          .1   assignment is effective only after termination of the Contract by
               the Owner for cause pursuant to Paragraph 14.2 and only for those
               subcontract agreements which the Owner accepts by notifying the
               Subcontractor and Contractor in writing; and

          .2   assignment is subject to the prior rights of the surety, if any,
               obligated under bond relating to the Contract.

     5.4.2 Upon such assignment, if the Work has been suspended for more than 30
     days, the Subcontractor's compensation shall be equitably adjusted for
     increases in cost resulting from the suspension.

ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

     6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

     6.1.1 The Owner reserves the right to perform construction or operations
     related to the Project with the Owner's own forces, and to award separate
     contracts in connection with other portions of the Project or other
     construction or operations on the site under Conditions of the Contract
     identical or substantially similar to these including those portions

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              15

<PAGE>

     related to insurance and waiver of subrogation. If the Contractor claims
     that delay or additional cost is involved because of such action by the
     Owner, the Contractor shall make such Claim as provided in Paragraph 4.3.

     6.1.2 When separate contracts are awarded for different portions of the
     Project or other construction or operations on the site, the term
     "Contractor" in the Contract Documents in each case shall mean the
     Contractor who executes each separate Owner-Contractor Agreement.

     6.1.3 The Owner shall provide for coordination of the activities of the
     Owner's own forces and of each separate contractor with the Work of the
     Contractor, who shall cooperate with them. The Contractor shall participate
     with other separate contractors and the Owner in reviewing their
     construction schedules when directed to do so. The Contractor shall make
     any revisions to the construction schedule deemed necessary after a joint
     review and mutual agreement. The construction schedules shall then
     constitute the schedules to be used by the Contractor, separate contractors
     and the Owner until subsequently revised.

     6.1.4 Unless otherwise provided in the Contract Documents, when the Owner
     performs construction or operations related to the Project with the Owner's
     own forces, the Owner shall be deemed to be subject to the same obligations
     and to have the same rights which apply to the Contractor under the
     Conditions of the Contract, including, without excluding others, those
     stated in Article 3, this Article 6 and Articles 10, 11 and 12.

     6.2 MUTUAL RESPONSIBILITY

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

     6.2.2 If part of the Contractor's Work depends for proper execution or
     results upon construction or operations by the Owner or a separate
     contractor, the Contractor shall, prior to proceeding with that portion of
     the Work, promptly report to the Architect apparent discrepancies or
     defects in such other construction that would render it unsuitable for such
     proper execution and results. Failure of the Contractor so to report shall
     constitute an acknowledgment that the Owner's or separate contractor's
     completed or partially completed construction is fit and proper to receive
     the Contractor's Work, except as to defects not then reasonably
     discoverable.

     6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by
     the Owner which are payable to a separate contractor because of delays,
     improperly timed activities or defective construction of the Contractor.
     The Owner shall responsible to the Contractor for costs incurred by the
     Contractor because of delays, improperly timed activities, damage to the
     Work or defective construction of a separate contractor.

     6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the
     Contractor to completed or partially completed construction or to property
     of the Owner or separate contractors as provided in Subparagraph 10.2.5.

     6.2.5 The Owner and each separate contractor shall have the same
     responsibilities for cutting and patching as are described for the
     Contractor in Subparagraph 3.14.

     6.3 OWNER'S RIGHT TO CLEAN UP

     6.3.1 If a dispute arises among the Contractor, separate contractors and
     the Owner as to the responsibility under their respective contracts for
     maintaining the premises and surrounding area free from waste materials and
     rubbish, the Owner may clean up and the Architect will allocate the cost
     among those responsible.

ARTICLE 7 CHANGES IN THE WORK

     7.1 GENERAL

     7.1.1 Changes in the Work may be accomplished after execution of the
     Contract, and without invalidating the Contract, by Change Order,
     Construction Change Directive or order for a minor change in the Work,
     subject to the limitations stated in this Article 7 and elsewhere in the
     Contract Documents.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              16

<PAGE>

     7.1.2 A Change Order shall be based upon agreement among the Owner,
     Contractor and Architect; a Construction Change Directive requires
     agreement by the Owner and Architect and may or may not be agreed to by the
     Contractor; an order for a minor change in the Work may be issued by the
     Architect alone.

     7.1.3 Changes in the Work shall be performed under applicable provisions of
     the Contract Documents, and the Contractor shall proceed promptly, unless
     otherwise provided in the Change Order, Construction Change Directive or
     order for a minor change in the Work.

     7.2 CHANGE ORDERS

     7.2.1 A Change Order is a written instrument prepared by the Architect and
     signed by the Owner, Contractor and Architect, stating their agreement upon
     all of the following:

          .1   change in the Work;

          .2   the amount of the adjustment, if any in the Contract Sum; and

          .3   the extent of the adjustment, if any, in the Contract Time.

     7.2.2 Methods used in determining adjustments to the Contract Sum may
     include those listed in Subparagraph 7.3.3.

     7.3 CONSTRUCTION CHANGE DIRECTIVES

     7.3.1 A Construction Change Directive is a written order prepared by the
     Architect and signed by the Owner and Architect, directing a change in the
     Work prior to agreement on adjustment, if any, in the Contract Sum or
     Contract Time, or both. The Owner may by Construction Change Directive,
     without invalidating the Contract, order changes in the Work within the
     general scope of the Contract consisting of additions, deletions o other
     revisions, the Contract Sum and Contract time being adjusted accordingly.

     7.3.2 A Construction Change Directive shall be used in the absence of total
     agreement on the terms of a Change Order.

     7.3.3 If the Construction Change Directive provides for an adjustment to
     the Contract Sum, the adjustment shall be based on one of the following
     methods:

          .1   mutual acceptance of a lump sum properly itemized and supported
               by sufficient substantiating data to permit evaluation;

          .2   unit prices stated in the Contract Documents or subsequently
               agreed upon;

          .3   cost to be determined in a manner agreed upon by the parties and
               a mutually acceptable fixed or percentage fee; or

          .4   as provided in Subparagraph 7.3.6.

     7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall
     promptly proceed with the change in the Work involved and advise the
     Architect of the Contractor's agreement or disagreement with the method, if
     any provided in the Construction Change Directive for determining the
     proposed adjustment in the Contract Sum or Contract Time.

     7.3.5 A Construction Change Directive signed by the Contractor indicates
     the agreement of the Contractor therewith including adjustment in Contract
     Sum and Contract Time or the method for determining them. Such agreement
     shall be effective immediately and shall be recorded as a Change Order.

     7.3.6 If the Contractor does not respond promptly or disagrees with the
     method for adjustment in the Contract Sum the method and the adjustment
     shall be determined by the Architect on the basis of reasonable
     expenditures and savings of those performing the Work attributable to the
     change, including, in case of an increase in the Contract Sum, a reasonable
     allowance for overhead and profit. In such case, and also under Clause
     7.3.3.3, the Contractor shall keep and present, in such form as the
     Architect may prescribe, an itemized accounting together with appropriate
     supporting data Unless otherwise provided in the Contract Documents, costs
     for the purposes of this Subparagraph 7.3.6 shall be limited to the
     following:

          .1   costs of labor, including social security, old age and
               unemployment insurance, fringe benefits required by agreement or
               custom, and workers' compensation insurance;

          .2   costs of materials, supplies and equipment, including cost of
               transportation, whether incorporated or consumed;

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              17

<PAGE>

          .3   rental costs of machinery and equipment, exclusive of hand tools,
               whether rented from the Contractor or others;

          .4   costs of premiums for all bonds and insurance, permit fees, and
               sales, use or similar taxes related to the Work; and

          .5   additional costs of supervision and field office personnel
               directly attributable to the change.

     7.3.7 The amount of credit to be allowed by the Contractor to the Owner for
     a deletion or change which results in a net decrease in the Contract Sum
     shall be actual net cost as confirmed by the Architect. When both additions
     and credits covering related Work or substitutions are involved in a
     change, the allowance for overhead and profit shall be figured on the basis
     of net increase, if any, with respect to that change.

     7.3.8 Pending final determination of the total cost of a Construction
     Change Directive to the Owner, amounts not in dispute for such changes in
     the Work shall be included in Applications for Payment accompanied by a
     Change Order indicating the parties' agreement with part or all of such
     costs. For any portion of such cost that remains in dispute, the Architect
     will make an interim determination for purposes of monthly certification
     for payment for those costs. That determination of cost shall adjust the
     Contract Sum on the same basis as a Change Order, subject to the right of
     either party to disagree and assert a claim in accordance with Article 4.

     7.3.9 When the Owner and Contractor agree with the determination made by
     the Architect concerning the adjustments in the Contract Sum and Contract
     Time, or otherwise reach agreement upon the adjustments, such agreement
     shall be effective immediately and shall be recorded by preparation and
     execution of an appropriate Change Order.

     7.4 MINOR CHANGES IN THE WORK

     7.4.1 The Architect will have authority to order minor changes in the Work
     not involving adjustment in the Contract Sum or extension of the Contract
     Time and not inconsistent with the intent of the Contract Documents. Such
     changes shall be effected by written order and shall be binding on the
     Owner and Contractor. The Contractor shall carry out such written orders
     promptly.

ARTICLE 8 TIME

     8.1 DEFINITIONS

     8.1.1 Unless otherwise provided, Contract Time is the period of time,
     including authorized adjustments, allotted in the Contract Documents for
     Substantial Completion of the Work.

     8.1.2 The date of commencement of the Work is the date established in the
     Agreement.

     8.1.3 The date of Substantial Completion is the date certified by the
     Architect in accordance with Paragraph 9.8.

     8.1.4 The term "day" as used in the Contract Documents shall mean calendar
     day unless otherwise specifically defined.

     8.2 PROGRESS AND COMPLETION

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

     8.2.2 The Contractor shall not knowingly, except by agreement or
     instruction of the Owner in writing, prematurely commence operations on the
     site or elsewhere prior to the effective date of insurance required by
     Article 11 to be furnished by the Contractor and Owner. The date of
     commencement of the Work shall not be changed by the effective date of such
     insurance. Unless the date of commencement is established by the Contract
     Documents or a notice to proceed given by the Owner, the Contractor shall
     notify the Owner in writing not less than five days or other agreed period
     before commencing the Work to permit the timely filing of mortgages,
     mechanic's liens and other security interests.

     8.2.3 The Contractor shall proceed expeditiously with adequate forces and
     shall achieve Substantial Completion within the Contract Time.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              18
<PAGE>

     8.2.4 If the Owner requires or causes the Contractor to accelerate the
     Schedule of the Work or to change the sequence in which the Work shall be
     performed, and such acceleration or change requires the Contractor to
     incorporate materials or equipment in the Work before measures can be
     undertaken by the Contractor to protect such Work, the Contractor shall
     give prompt written notice of such to the Owner. Thereafter, should the
     Owner direct the Contractor to proceed in the absence of appropriate
     measures to protect the Work, the Owner (1) waives claims for any damages
     resulting therefrom, and (2) shall defend, indemnify and hold harmless the
     Contractor, its Subcontractors and Sub-subcontractors and the agents,
     officers, directors and employees of each of them, from and against any and
     all direct claims, damages, losses, costs and expenses, including but not
     limited to attorneys' fees, losses, costs and expenses incurred in
     connection with any testing, remediation, and dispute resolution process,
     arising out of or relating to the Owner's acceleration of the Schedule of
     the Work or change in the sequence of the Work.

     8.3  DELAYS AND EXTENSIONS OF TIME

     8.3.1 If the Contractor is delayed at a time in the commencement or
     progress of the Work by an act or neglect of the Owner or Architect, or of
     an employee of either, or of a separate contractor employed by the Owner,
     or by changes ordered in the Work, or by labor disputes, fire, unusual
     delay in deliveries, unavoidable casualties or other causes beyond the
     Contractor's control, or by delay authorized by the Owner pending mediation
     and arbitration, or by other causes then the Contract Time shall be
     extended by Change Order for such reasonable time as the Architect, Owner
     and Contractor may determine.

     8.3.2 Claims relating to time shall be made in accordance with applicable
     provisions of Paragraph 4.3.

     8.3.3 This Paragraph 8.3 does not preclude recovery of damages for delay by
     either party under other provisions of the Contract Documents.

ARTICLE 9 PAYMENTS AND COMPLETION

     9.1  CONTRACT SUM

     9.1.1 The Contract Sum is stated in the Agreement and, including authorized
     adjustments, is the total amount payable by the Owner to the Contractor for
     performance of the Work under the Contract Documents.

     9.2  SCHEDULE OF VALUES

     9.2.1 Before the first Application for Payments, the Contractor shall
     submit to the Owner a schedule of values allocated to various portions of
     the Work, prepared in such form and supported by such data to substantiate
     its accuracy as the Owner may require. This schedule, unless objected to by
     the Owner, shall be used as a basis for reviewing the Contractor's
     Applications for Payment.

     9.3  APPLICATIONS FOR PAYMENT (REFER TO OWNER'S AGREEMENT)

     9.3.1 At least ten days before the date established for each progress
     payment, the Contractor shall submit to the Owner an itemized Application
     for Payment for operations completed in accordance with the schedule of
     values. Such application shall be notarized, if required, and supported by
     such data substantiating the Contractor's right to payment as the Owner may
     require.

     9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include
     requests for payment on account of changes in the Work which have been
     properly authorized by Construction Change Directives, or by interim
     determinations of the Architect, but not yet included in Change Orders.

     9.3.1.2 Such applications may not include requests for payment for portions
     of the Work for which the Contractor does not intend to pay to a
     Subcontractor or material supplier, unless such Work has been performed by
     others whom the Contractor intends to pay.

     9.3.2 Unless otherwise provided in the Contract Documents, payments shall
     be made on account of materials and equipment delivered and suitably stored
     at the site for subsequent incorporation in the Work. If approved in
     advance by the Owner, payment may similarly be made for materials and
     equipment suitably stored off the site at a location agreed upon in
     writing. Payment for materials and equipment stored on or off the site
     shall be conditioned upon compliance by

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              19

<PAGE>

     the Contractor with procedures satisfactory to the Owner to establish the
     Owner's title to such materials and equipment or otherwise protect the
     Owner's interest, and shall include the costs of applicable insurance,
     storage and transportation to the site for such materials and equipment
     stored off the site.

     9.3.3 The Contractor warrants that title to all Work covered by an
     Application for Payment will pass to the Owner no later than the time of
     payment. The Contractor further warrants that upon submittal of an
     Application for Payment all Work for which Certificates of Payment have
     been previously issued and payments received from the Owner shall, to the
     best of the Contractor's knowledge, information and belief, be free and
     clear of liens, claims, security interests or encumbrances in favor of the
     Contractor, Subcontractors, material suppliers, or other persons or
     entities making a claim by reason of having provided labor, materials and
     equipment relating to the Work.

     9.4  CERTIFICATES FOR PAYMENT (REFER TO OWNER'S AGREEMENT)

     9.4.1 The Owner will, within seven days after receipt of the Contractor's
     Application for Payment, either issue payment, or notify the Contractor in
     writing of the Owner's reasons for Withholding payment in whole or in part
     as provided in Subparagraph 9.5.1.

     9.4.2 The issuance of a Certificate for Payment will constitute a
     representation by the Architect to the Owner, based on the Architect's
     evaluation of the Work and the data comprising the Application for Payment,
     that the Work has progressed to the point indicated and that, to the best
     of the Architect's knowledge, information and belief, the quality of the
     Work is in accordance with the Contract Documents. The foregoing
     representations are subject to an evaluation of the Work for conformance
     with the Contract Documents upon Substantial Completion, to results of
     subsequent tests and inspections, to correction of minor deviations from
     the Contract Documents prior to completion and to specific qualifications
     expressed by the Architect. The issuance of a Certificate for Payment will
     further constitute a representation that the Contractor is entitled to
     payment in the amount certified. However, the issuance of a Certificate for
     Payment will not be a representation that the Architect has (1) made
     exhaustive or continuous on-site inspections to check the quality or
     quantity of the Work, (2) reviewed construction means, methods, techniques,
     sequences or procedures, (3) reviewed copies of requisitions received from
     Subcontractors and material suppliers and other data requested by the Owner
     to substantiate the Contractor's right to payment, or (4) made examination
     to ascertain how or for what purpose the Contractor has used money
     previously paid on account of the Contract Sum.

     9.5  DECISIONS TO WITHHOLD CERTIFICATION (REFER TO OWNER'S AGREEMENT)

     9.5.1 The Owner may withhold payment in whole or in part, to the extent
     reasonably necessary to protect the Owner, if in the Owner's opinion the
     representations to the Owner required by Subparagraph 9.4.2 cannot be made.
     If the Owner is unable to certify payment in the amount of the Application,
     the Owner will notify the Contractor as provided in Subparagraph 9.4.1. If
     the Contractor and Owner cannot agree on a revised amount, the Owner will
     promptly issue payment for the amount for which the Owner is able to make
     such representations. The Owner may also withhold payment or, because of
     subsequently discovered evidence, may nullify the whole or a part of an
     application for Payment previously issued, to such extent as may be
     necessary in the Owner's opinion to protect the Owner from loss for which
     the Contractor is responsible, including loss resulting from acts and
     omissions described in Subparagraph 3.3.2, because of

          .1   defective Work not remedied;

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

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

          .4   reasonable evidence that the Work cannot be completed for the
               unpaid balance of the Contract Sum;

          .5   damage to the Owner or another contractor;

          .6   reasonable evidence that the Work will not be completed within
               the Contract Time, and that the unpaid balance would not be
               adequate to cover actual or liquidated damages for the
               anticipated delay; or

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

     9.5.2 When the above reasons for withholding certification are removed,
     certification will be made for amounts previously withheld.

     9.6  PROGRESS PAYMENTS (REFER TO OWNER'S AGREEMENT)

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              20

<PAGE>

     9.6.1 The Owner shall make payment in the manner and within the time
     provided in the Contract Documents, and shall so notify the Architect.

     9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of
     payment from the Owner, out of the amount paid to the Contractor on account
     of such Subcontractor's portion of the Work, the amount to which said
     Subcontractor is entitled, reflecting percentages actually retained from
     payments to the Contractor on account of such Subcontractor's portion of
     the Work. The Contractor shall, by appropriate agreement with each
     Subcontractor, require each Subcontractor to make payments to
     Sub-subcontractors in a similar manner.

     9.6.3 The Architect will, on request, furnish to a Subcontractor, if
     practicable, information regarding percentages of completion or amounts
     applied for by the Contractor and action taken thereon by the Owner on
     account of portions of the Work done by such Subcontractor.

     9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to
     see the payment of money to a Subcontractor except as may otherwise be
     required by law.

     9.6.5 Payment to material suppliers shall be treated in a manner similar to
     that provided in Subparagraph 9.6.2, 9.6.3 and 9.6.4.

     9.6.6 A Certificate for Payment, a progress payment, or partial or entire
     use or occupancy of the Project by the Owner shall not constitute
     acceptance of Work not in accordance with the Contract Documents

     9.6.7 Unless the Contractor provides the Owner with a payment bond in the
     full penal sum of the Contract Sum, payments received by the Contractor for
     Work properly performed by Subcontractors and suppliers shall be held by
     the Contractor for those Subcontractors or suppliers who performed Work or
     furnished materials, or both, under contract with the Contractor for which
     payment was made by the Owner. Nothing contained herein shall require money
     to be placed in a separate account and not commingled with money of the
     Contractor, shall create any fiduciary liability or tort liability on the
     part of the Contractor for breach of trust or shall entitle any person or
     entity to an award of punitive damages against the Contractor for breach of
     the requirements of this provision.

     9.7  FAILURE OF PAYMENT

     9.7.1 If the Owner does not pay the Contractor within seven days after the
     date established in the Contract Documents the amount certified in the
     Application for Payment or awarded by arbitration, then the Contractor may,
     upon seven additional days' written notice to the Owner, stop the Work
     until payment of the amount owing has been received. The Contract Time
     shall be extended appropriately and the Contract Sum shall be increased by
     the amount of the Contractor's reasonable costs of shut-down, delay and
     start-up, plus interest as provided for in the Contract Documents.

     9.8  SUBSTANTIAL COMPLETION

     9.8.1 Substantial Completion is the stage in the progress of the Work when
     the Work or designated portion thereof is sufficiently complete in
     accordance with the Contract Documents so that the Owner can occupy or
     utilize the Work for its intended use.

     9.8.2 When the Contractor considers that the Work, or a portion thereof
     which the Owner agrees to accept separately, is substantially complete, the
     Contractor shall prepare and submit to the Architect a comprehensive list
     of items to be completed or corrected prior to final payment. Failure to
     include an item on such list does not alter the responsibility of the
     Contractor to complete all Work in accordance with the Contract Documents.

     9.8.3 Upon receipt of the Contractor's list, the Architect will make an
     inspection to determine whether the Work or designated portion thereof is
     substantially complete. If the Architect's inspection discloses any item,
     whether or not included on the Contractor's list, which is not sufficiently
     complete in accordance with the Contract Documents so that the Owner can
     occupy or utilize the Work or designated portion thereof for its intended
     use, the Contractor shall, before issuance of the Certificate of
     Substantial Completion, complete or correct such item upon notification by
     the Architect.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              21
<PAGE>

     In such case, the Contractor shall then submit a request for another
     inspection by the Architect to determine Substantial Completion.

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

     9.8.5 The Certificate of Substantial Completion shall be submitted to the
     Owner and Contractor for their written acceptance of responsibilities
     assigned to them in such Certificate. Upon such acceptance and consent of
     surety, if any, the Owner shall make payment of retainage applying to such
     Work or designated portion thereof. Such payment shall be adjusted for Work
     that is incomplete or not in accordance with the requirements of the
     Contract Documents.

     9.8.6 UPON OCCUPANCY OF THE WORK, THE OWNER SHALL ASSUME SOLE
     RESPONSIBILITY TO OPERATE AND MAINTAIN THE WORK PROPERLY, AND WAIVES ANY
     CLAIMS BY THE OWNER AGAINST THE CONTRACTOR, ITS SUBCONTRACTORS AND
     SUB-SUBCONTRACTORS AND THE AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES OF
     EACH OF THEM, FOR ANY DAMAGES RESULTING FROM IMPROPER OPERATION AND
     MAINTENANCE, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM MOLD AND
     OTHER MICROBIAL CONDITIONS.

     9.9 PARTIAL OCCUPANCY OR USE

     9.9.1 The Owner may occupy or use any completed or partially completed
     portion of the Work at any stage when such portion is designated by
     separate agreement with the Contractor, provided such occupancy or use is
     consented to by the insurer as required under Clause 11.4.1.5 and
     authorized by public authorities having jurisdiction over the Work. Such
     partial occupancy or use may commence whether or not the portion is
     substantially complete, provided the Owner and Contractor have accepted in
     writing the responsibilities assigned to each of them for payments,
     retainage, if any, security, maintenance, heat, utilities, damage to the
     Work and insurance, and have agreed in writing concerning the period for
     correction of the Work and commencement of warranties required by the
     Contract Documents. When the Contractor considers a portion substantially
     complete, the Contractor shall prepare and submit a list to the Architect
     as provided under Subparagraph 9.8.2. Consent of the Contractor to partial
     occupancy or use shall not be unreasonably withheld. The stage of the
     progress of the Work shall be determined by written agreement between the
     Owner and Contractor or, if no agreement is reached, by decision of the
     Architect.

     9.9.2 Immediately prior to such partial occupancy or use, the Owner,
     Contractor and Architect shall jointly inspect the area to be occupied or
     portion of the Work to be used in order to determine and record the
     condition of the Work.

     9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion
     or portions of the Work shall not constitute acceptance of Work not
     complying with the requirements of the Contract Documents.

     9.10 FINAL COMPLETION AND FINAL PAYMENT (REFER TO OWNER'S AGREEMENT)

     9.10.1 Upon receipt of written notice that the Work is ready for final
     inspection and acceptance and upon receipt of a final Application for
     Payment, the OWNER will promptly make such inspection and, when the OWNER
     finds the Work acceptable under the Contract Documents and the Contract
     fully performed, the OWNER will promptly REVIEW a final APPLICATION
     for Payment stating that to the best of the OWNER'S knowledge, information
     and belief, and on the basis of the OWNER'S on-site visits and inspections
     the Work has been completed in accordance with terms and conditions of the
     Contract Documents and that the entire balance found to be due the
     Contractor and noted in the final APPLICATION is due and payable. The
     CONTRACTOR'S final APPLICATION for Payment will constitute a further
     representation that conditions listed in Subparagraph 9.10.2 as precedent
     to the Contractor's being entitled to final payment have been fulfilled.

     9.10.2 Neither final payment nor any remaining retained percentage shall
     become due until the Contractor submits to the OWNER (1) an affidavit that
     payrolls, bills for materials and equipment, and other indebtedness
     connected with the Work for which the Owner or the Owner's property might
     be responsible or encumbered (less amounts withheld by Owner) have been
     paid or otherwise satisfied, (2) a certificate evidencing that insurance
     required by the Contract

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              22

<PAGE>

     Documents to remain in force after final payment is currently in effect and
     will not be canceled or allowed to expire until at least 30 days' prior
     written notice has been given to the Owner, (3) a written statement that
     the Contractor knows of no substantial reason that the insurance will not
     be renewable to cover the period required by the Contract Documents, (4)
     consent of surety, if any, to final payment and (5), if required by the
     Owner, other data establishing payment or satisfaction of obligations, such
     as receipts, releases and waivers of liens, claims, security interests or
     encumbrances arising out of the Contract, to the extent and in such form as
     may be designated by the Owner. If a Subcontractor refuses to furnish a
     release or waiver required by the Owner, the Contractor may furnish a bond
     satisfactory to the Owner to indemnify the Owner against such lien. If such
     lien remains unsatisfied after payments are made, the Contractor shall
     refund to the Owner all money that the Owner may be compelled to pay in
     discharging such lien, including all costs and reasonable attorneys' fees.

     9.10.3 If, after Substantial Completion of the Work, final completion
     thereof is materially delayed through no fault of the Contractor or by
     issuance of Change Orders affecting final completion, the Owner shall, upon
     application by the Contractor, and without terminating the Contract, make
     payment of the balance due for that portion of the Work fully completed and
     accepted. If the remaining balance for Work not fully completed or
     corrected is less than retainage stipulated in the Contract Documents, and
     if bonds have been furnished, the written consent of surety to payment of
     the balance due for that portion of the Work fully completed and accepted
     shall be submitted by the Contractor to the OWNER prior to certification of
     such payment. Such payment shall be made under terms and conditions
     governing final payment, except that it shall not constitute a waiver of
     claims.

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

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

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

          .3   terms of special warranties required by the Contract Documents.

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

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY

     10.1 SAFETY PRECAUTIONS AND PROGRAMS

     10.1.1 The Contractor shall be responsible for initiating, maintaining and
     supervising all safety precautions and programs in connection with the
     performance of the Contract.

     10.2 SAFETY OF PERSONS AND PROPERTY

     10.2.1 The Contractor shall take reasonable precautions for safety of, and
     shall provide reasonable protection to prevent damage, injury or loss to:

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

          .2   the Work and materials and equipment to be incorporated therein,
               whether in storage on or off the site, under care, custody or
               control of the Contractor or the Contractor's Subcontractors or
               Sub-subcontractors; and

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

     10.2.2 The Contractor shall give notices and comply with applicable laws,
     ordinances, rules, regulations and lawful orders of public authorities
     bearing on safety of persons or property or their protection from damage,
     injury or loss.

     10.2.3 The Contractor shall erect and maintain, as required by existing
     conditions and performance of the Contract, reasonable safeguards for
     safety and protection, including posting danger signs and other warnings
     against hazards, promulgating safety regulations and notifying owners and
     users of adjacent sites and utilities.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              23

<PAGE>

     10.2.4 When use or storage of explosives or other hazardous materials or
     equipment or unusual methods are necessary for execution of the Work, the
     Contractor shall exercise utmost care and carry on such activities under
     supervision of properly qualified personnel.

     10.2.5 The Contractor shall promptly remedy damage and loss (other than
     damage or loss insured under property insurance required by the Contract
     Documents) to property referred to in Clauses 10.2.1.2 and 10.2.1.3 caused
     in whole or in part by the Contractor, a Subcontractor, a
     Sub-subcontractor, or anyone directly or indirectly employed by any of
     them, or by anyone for whose acts they may be liable and for which the
     Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3, except
     damage or loss attributable to acts or omissions of the Owner or Architect
     or anyone directly or indirectly employed by either of them, or by anyone
     for whose acts either of them may be liable, and not attributable to the
     fault or negligence of the Contractor. The foregoing obligations of the
     Contractor are in addition to the Contractor's obligations under Paragraph
     3.18.

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

     10.2.7 The Contractor shall not load or permit any part of the construction
     or site to be loaded so as to endanger its safety.

     10.3 HAZARDOUS MATERIALS

     10.3.1 If reasonable precautions will be inadequate to prevent
     CONTAMINATION OF THE WORK OR foreseeable bodily injury or death to persons
     resulting from a material or substance, including but not limited to MOLD,
     MILDEW, FUNGI OR OTHER SIMILAR MICROBIAL CONDITIONS, asbestos or
     polychlorinated biphenyl (PCB), encountered on the site by the Contractor,
     the Contractor shall, upon recognizing the condition, immediately stop Work
     in the affected area and report the condition to the Owner and Architect in
     writing.

     10.3.2 The Owner shall obtain the services of a licensed laboratory to
     verify the presence or absence of the material or substance reported by the
     Contractor and, in the event such material or substance is found to be
     present, to verify that it has been rendered harmless. Unless otherwise
     required by the Contract Documents, the Owner shall furnish in writing to
     the Contractor and Architect the names and qualifications of persons or
     entities who are to perform tests verifying the presence or absence of such
     material or substance or who are to perform the task of removal or safe
     containment of such material or substance. The Contractor and the Architect
     will promptly reply to the Owner in writing stating whether or not either
     has reasonable objection to the persons or entities proposed by the Owner.
     If either the Contractor or Architect has an objection to a person or
     entity proposed by the Owner, the Owner shall propose another to whom the
     Contractor and the Architect have no reasonable objection. When the
     material or substance has been rendered harmless, the Work in the affected
     area shall resume upon written agreement of the Owner and Contractor. The
     Contract Time shall be extended appropriately and the Contract Sum shall be
     increased in the amount of the Contractor's reasonable additional costs of
     shut-down, delay and start-up, which adjustments shall be accomplished as
     provided in Article 7.

     10.3.3 To the fullest extent permitted by law, the Owner shall indemnify
     and hold harmless the Contractor, Subcontractors, Architect, Architect's
     consultants and agents and employees of any of them from and against
     claims, damages, losses and expenses, including but not limited to
     attorneys' fees, arising out of or resulting from performance of the Work
     in the affected area if in fact the material or substance CONTAMINATES THE
     WORK OR presents the risk of bodily injury or death as described in
     Subparagraph 10.3.1 and has not been rendered harmless, provided that such
     claim, damage, loss or expense is attributable to bodily injury, sickness,
     disease or death, or to injury to or destruction of tangible property
     (other than the Work itself) INCLUDING BUT NOT LIMITED TO THE EXISTENCE,
     DEVELOPMENT OR GROWTH OF MOLD, MILDEW, FUNGI OR OTHER MICROBIAL CONDITIONS
     and provided that such damage, loss or expense is not due to the sole
     negligence of a party seeking indemnity.

     10.4 The Owner shall not be responsible under Paragraph 10.3 for materials
     and substances brought to the site by the Contractor unless such materials
     or substances were required by the Contract Documents.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              24

<PAGE>

     10.5 If, without negligence on the part of the Contractor, the Contractor
     is held liable for the cost of remediation of a hazardous material or
     substance solely by reason of performing Work as required by the Contract
     Documents, the Owner shall indemnify the Contractor for all cost and
     expense thereby incurred.

     10.6 EMERGENCIES

     10.6.1 In an emergency affecting safety of persons or property, the
     Contractor shall act, at the Contractor's discretion to prevent threatened
     damage, injury or loss. Additional compensation or extension of time
     claimed by the Contractor or account of an emergency shall be determined as
     provided in Paragraph 4.3 and Article 7.

ARTICLE 11 INSURANCE AND BONDS

     11.1 CONTRACTOR'S LIABILITY INSURANCE

     11.1.1 The Contractor shall purchase from and maintain in a company or
     companies lawfully authorized to do business in the jurisdiction in which
     the Project is located such insurance as will protect the Contractor from
     claims set forth below which may arise out of or result from the
     Contractor's operations under the Contract and for which the Contractor may
     be legally liable, whether such operations be by the Contractor or by a
     Subcontractor or by anyone directly or indirectly employed by any of them,
     or by anyone for whose acts any of them may be liable:

          .1   claims under workers' compensation, disability benefit and other
               similar employee benefit acts which are applicable to the Work to
               be performed;

          .2   claims for damages because of bodily injury, occupational
               sickness or disease, or death of the Contractor's employees;

          .3   claims for damages because of bodily injury, sickness or disease,
               or death of any person other than the Contractor's employees;

          .4   claims for damages insured by usual personal injury liability
               coverage;

          .5   claims for damages, other than to the Work itself, because of
               injury to or destruction of tangible property including loss of
               use resulting therefrom;

          .6   claims for damages because of bodily injury, death of a person or
               property damage arising out of ownership, maintenance or use of a
               motor vehicle;

          .7   claims for bodily injury or property damage arising out of
               completed operations; and

          .8   claims involving contractual liability insurance applicable to
               the Contractor's obligations under Paragraph 3.18.

     11.1.2 The insurance required by Subparagraph 11.1.1 shall be written for
     not less than limits of liability specified in the Contract Documents or
     required by law, whichever coverage is greater. Coverages, whether written
     on an occurrence or claims-made basis, shall be maintained without
     interruption from date of commencement of the Work until date of final
     payment and termination of any coverage required to be maintained after
     final payment. OWNER AND OTHERS REQUIRED BY WRITTEN CONTRACT SHALL BE
     ADDITIONAL INSUREDS ON A PRIMARY AND NON CONTRIBUTORY BASIS ON CONTRACTOR'S
     COMMERCIAL GENERAL LIABILITY COVERAGE WHICH SHALL ALSO INCLUDE A WAIVER OF
     SUBROGATION IN FAVOR OF THE ADDITIONAL INSUREDS.

     11.1.3 Certificates of insurance acceptable to the Owner shall be filed
     with the Owner prior to commencement of the Work. These certificates and
     the insurance policies required by this Paragraph 11.1 shall contain a
     provision that coverages afforded under the policies will not be canceled
     or allowed to expire until at least 30 days' prior written notice has been
     given to the Owner. If any of the foregoing insurance coverages are
     required to remain in force after final payment and are reasonably
     available, an additional certificate evidencing continuation of such
     coverage shall be submitted with the final Application for Payment as
     required by Subparagraph 9.10.2.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              25

<PAGE>

     11.1.4 CONTRACTOR SHALL USE ITS SUBCONTRACTOR GENERAL LIABILITY ROLLING
     WRAP-UP INSURANCE PROGRAM, Z-10, WHICH PROVIDES ADDITIONAL INSURED
     INCLUDING COMPLETED OPERATIONS COVERAGE, PRIMARY AND NON CONTRIBUTORY AND
     AGGREGATE PER PROJECT ENDORSEMENTS IN FAVOR OF THE OWNER AND CONTRACTOR.
     THE LIMITS OF LIABILITY SHALL BE $10,000,000 EACH OCCURRENCE, $10,000,000
     GENERAL AGGREGATE AND $10,000,000 PRODUCTS COMPLETED OPERATIONS AGGREGATE.
     COMPLETED OPERATIONS COVERAGE SHALL BE FOR A PERIOD OF 10 YEARS FOLLOWING
     SUBSTANTIAL COMPLETION. THE COST OF THE Z-10 INSURANCE SHALL BE BILLED AS A
     COST OF THE WORK.

     11.2 OWNER'S LIABILITY INSURANCE

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

     11.3 PROPERTY INSURANCE

     11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in
     a company or companies lawfully authorized to do business in the
     jurisdiction in which the Project is located, property insurance written on
     a builder's risk "all-risk" or equivalent policy form in the amount of the
     initial Contract Sum, plus value of subsequent Contract modifications and
     cost of materials supplied or installed by others, comprising total value
     for the entire Project at the site on a replacement cost basis without
     optional deductibles. Such property insurance shall be maintained unless
     otherwise provided in the Contract Documents or otherwise agreed in writing
     by all persons and entities who are beneficiaries of such insurance, until
     final payment has been made as provided in Paragraph 9.10 or until no
     person or entity other than the Owner has an insurable interest in the
     property required by this Paragraph 11.4 to be covered, whichever is later.
     This insurance shall include interests of the Owner, the Contractor,
     Subcontractors and Sub-subcontractors in the Project.

     11.3.1.1 Property insurance shall be on an "all risk" or equivalent policy
     form and shall include, without limitation, insurance against the perils of
     fire (with extended coverage) and physical loss or damage including without
     duplication of coverage, theft, vandalism, malicious mischief, collapse,
     earthquake, flood, WATER DAMAGE, STORED MATERIAL, MATERIAL IN TRANSIT,
     windstorm, falsework, testing and startup, temporary buildings and debris
     removal including demolition occasioned by enforcement of any applicable
     legal requirements, and shall cover reasonable compensation for Architect's
     and Contractor's services and expenses required as a result of such insured
     loss.

     11.3.1.2 If the property insurance requires deductibles, the Owner shall
     pay costs not covered because of such deductibles.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              26

<PAGE>

     11.3.1.3 This property insurance shall cover portions of the Work stored
     off the site, and also portions of the Work in transit.

     11.3.1.4 Partial occupancy or use in accordance with Paragraph 9.9 shall
     not commence until the insurance company or companies providing property
     insurance have consented to such partial occupancy or use by endorsement or
     otherwise. The Owner and the Contractor shall take reasonable steps to
     obtain consent of the insurance company or companies and shall, without
     mutual written consent, take no action with respect to partial occupancy or
     use that would cause cancellation, lapse or reduction of insurance.

     11.3.2 BOILER AND MACHINERY INSURANCE. The Owner shall purchase and
     maintain boiler and machinery insurance required by the Contract Documents
     or by law, which shall specifically cover such insured objects during
     installation and until final acceptance by the Owner; this insurance shall
     include interests of the Owner, Contractor, Subcontractors and
     Sub-subcontractors in the Work, and the Owner and Contractor shall be named
     insured.

     11.3.3 LOSS OF USE OF INSURANCE. The Owner, at the Owner's option, may
     purchase and maintain such insurance as will insure the Owner against loss
     of use of the Owner's property due to fire or other hazards, however
     caused. The Owner waives all rights of action against the Contractor for
     loss of use of the Owner's property, including consequential losses due to
     fire or other hazards however caused.

     11.3.4 If during the Project construction period the Owner insures
     properties, real or personal or both, at or adjacent to the site by
     property insurance under policies separate from those insuring the Project,
     or if after final payment property insurance is to be provided on the
     completed Project through a policy or policies other than those insuring
     the Project during the construction period, the Owner shall waive all
     rights in accordance with the terms of Subparagraph 11.4.7 for damages
     caused by fire or other causes of loss covered by this separate property
     insurance. All separate policies shall provide this waiver of subrogation
     by endorsement or otherwise.

     11.3.5 Before an exposure to loss may occur, CONTRACTOR shall file with the
     OWNER a CERTIFICATE OF INSURANCE that includes insurance coverages required
     by this Paragraph 11.4. Each CERTIFICATE shall contain a provision that the
     policy will not be canceled or allowed to expire, and that its limits will
     not be reduced, until at least 30 days' prior written notice has been given
     to the OWNER.

     11.3.6 WAIVERS OF SUBROGATION. The Owner and Contractor waive all rights
     against (1) each other and any of then subcontractors, sub-subcontractors,
     agents and employees, each of the other, and (2) the Architect, Architect's
     consultants, separate contractors described in Article 6, if any, and any
     of their subcontractors, sub-subcontractors, agents and employees, for
     damages caused by fire or other causes of loss to the extent covered by
     property insurance obtained pursuant to this Paragraph 11.4, or other
     property insurance applicable to the Work, except such rights as they have
     to proceeds of such insurance held by the Owner as fiduciary. The Owner or
     Contractor, as appropriate, shall require of the Architect, Architect's
     consultants, separate contractors described in Article 6, if any, and the
     subcontractors, sub-subcontractors, agents and employees of any of them, by
     appropriate agreements, written where legally required for validity,
     similar waivers each in favor of other parties enumerated herein. The
     policies shall provide such waivers of subrogation by endorsement or
     otherwise. A waiver of subrogation shall be effective as to a person or
     entity even though that person or entity would otherwise have a duty of
     indemnification, contractual or otherwise, did not pay the insurance
     premium directly or indirectly, and whether or not the person or entity had
     an insurable interest in the property damaged.

     11.3.7 A loss insured under CONTRACTOR'S property insurance shall be
     adjusted by the CONTRACTOR and made payable to the Owner and Contractor for
     the benefit of the insureds, as their interests may appear, subject to
     requirements of any applicable mortgagee clause and of Subparagraph
     11.4.10. The Contractor shall pay Subcontractors their just shares of
     insurance proceeds received by the Contractor, and by

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              27
<PAGE>

     appropriate agreements, written where legally required for validity, shall
     require Subcontractors to make payments to their Sub-subcontractors in
     similar manner.

     11.3.8 If required in writing by a party in interest, the Owner and
     Contractor shall upon occurrence of an insured loss, give bond for proper
     performance of the Owner's and Contractor's duties. The cost of required
     bonds shall be charged against proceeds received. The Owner and Contractor
     shall deposit in a separate account proceeds so received, which the Owner
     and Contractor shall distribute in accordance with such agreement as the
     parties in interest may reach, or in accordance with an arbitration award
     in which case the procedure shall be as provided in Paragraph 4.6. If after
     such loss no other special agreement is made and unless the Owner
     terminates the Contract for convenience, and to the extent funds are
     available replacement of damaged property shall be performed by the
     Contractor after notification of a Change in the Work in accordance with
     Article 7.

     11.3.9 The Owner-Contractor shall have power to adjust and settle a loss
     with insurers unless one of the parties in interest shall object in writing
     within five days after occurrence of loss to the Owner's Contractor's
     exercise of this power; if such objection is made, the dispute shall be
     resolved as provided in Paragraphs 4.5 and 4.6. The Owner-Contractor shall,
     in the case of arbitration, make settlement with insurers in accordance
     with directions of the arbitrators. If distribution of insurance proceeds
     by arbitration is required the arbitrators will direct such distribution.

     11.3.10 Owner agrees to release, defend, hold harmless and indemnify
     Contractor from all damages and costs including deductible expense which
     (1) arise from terrorist attacks, domestic or foreign, and (2) to the
     extent set forth in Subparagraph 10.3.3 material or substance, including
     mold, mildew, fungi or other microbial conditions, whether or not such
     loss, damage or costs are covered by any insurance maintained or purchased
     by Owner or Contractor Such damages and costs shall include but are not
     limited to: the Work itself, architect's fees, loss resulting from laws or
     ordinances, pollution clean up expenses, "soft costs", and delay in opening
     expenses. Owner agrees that Contractor shall not be obligated to continue
     performance or complete the project or the Work until funds sufficient to
     cover the cost of repair or replacement of the Work damaged by perils,
     insured or not, are placed in escrow and available for the benefit of and
     to pay, Contractor and it's subcontractors, and their suppliers for all
     costs incurred in their repair, replacement and completion of the Work. The
     placement of such funds in escrow and the execution of a contract Change
     Order mutually acceptable to Contractor and Owner adjusting the Contract
     Sum and Contract Time shall be an express condition precedent to
     Contractor's obligation to repair, replace or complete the Work.

     11.4 PERFORMANCE BOND AND PAYMENT BOND

     11.4.1 The 0wner Shall have right to require to Contractor to furnish bonds
     covering faithful performance of the Contract and payment of obligations
     arising thereunder as stipulated in bidding requirements or specifically
     required in the Contract Documents on the date of execution of the
     Contract.

     11.4.2 Upon the request of any person or entity appearing to be a potential
     beneficiary of bonds covering payment of obligations arising under the
     Contract, the Contractor shall promptly furnish a copy of the bonds or
     shall permit a copy to be made.

ARTICLE 12 UNCOVERING AND CORRECTION OF WORK

     12.1 UNCOVERING OF WORK

     12.1.1 If a portion of the Work is covered contrary to the Architect's
     request or to requirements specifically expressed in fee Contract
     Documents, it must, if required in writing by the Architect, be uncovered
     for the Architect's examination and be replaced at the Contractor's expense
     without change in the Contract Time.

     12.1.2 If a portion of the Work has been covered which the Architect has
     not specifically requested to examine prior to its being covered, the
     Architect may request to see such Work and it shall be uncovered by the
     Contractor If such Work is in accordance with the Contract Documents, costs
     of uncovering and replacement shall, by appropriate Change Order be at the
     Owner's expense. If such Work is not in accordance with the Contract
     Documents, correction shall be at the Contractor's expense unless the
     condition was caused by the Owner or a separate contractor in which event
     the Owner shall be responsible for payment of such costs.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              28

<PAGE>

     12.2 CORRECTION OF WORK

     12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION

     12.2.1.1 The Contractor shall promptly correct Work rejected by the
     Architect or failing to conform to the requirements of the Contract
     Documents, whether discovered before or after Substantial Completion and
     whether or not fabricated installed or completed. Costs of correcting such
     rejected Work, including additional testing and inspections and
     compensation for the Architect's services and expenses made necessary
     thereby, shall be at the Contractor's expense.

     12.2.2 AFTER SUBSTANTIAL COMPLETION

     12.2.2.1 In addition to the Contractor's obligations under Paragraph 3.5,
     if, within one year after the date of Substantial Completion of the Work or
     designated portion thereof or after the date for commencement of warranties
     established under Subparagraph 9.9.1, or by terms of an applicable special
     warranty required by the Contract Documents, any of the Work is found to be
     not in accordance with the requirements of the Contract Documents, the
     Contractor shall correct it promptly after receipt of written notice from
     the Owner to do so unless the Owner has previously given the Contractor a
     written acceptance of such condition. The Owner shall give such notice
     promptly after discovery of the condition During the one-year period for
     correction of Work, if the Owner fails to notify the Contractor and give
     the Contractor an opportunity to make the correction, the Owner waives the
     rights to require correction by the Contractor and to make a claim for
     breach of warranty. If the Contractor fails to correct nonconforming Work
     within a reasonable time during that period after receipt of notice from
     the Owner or Architect, the Owner may correct it in accordance with
     Paragraph 2.4.

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

     12.2.2.3 The one-year period for correction of Work shall not be extended
     by corrective Work performed by the Contractor pursuant to this Paragraph
     12.2.

     12.2.3 The Contractor shall remove from the site portions of the Work which
     are not in accordance with the requirements of the Contract Documents and
     are neither corrected by the Contractor nor accepted by the Owner.

     12.2.4 The Contractor shall bear the cost of correcting destroyed or
     damaged construction, whether completed or partially completed, of the
     Owner or separate contractors caused by the Contractor's correction or
     removal of Work which is not in accordance with the requirements of the
     Contract Documents.

     12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to
     establish a period of limitation with respect to other obligations which
     the Contractor might have under the Contract Documents. Establishment of
     the one-year period for correction of Work as described in Subparagraph
     12.2.2 relates only to the specific obligation of the Contractor to correct
     the Work, and has no relationship to the time within which the obligation
     to comply with the Contract Documents may be sought to be enforced, nor to
     the time within which proceedings may be commenced to establish the
     Contractor's liability with respect to the Contractor's obligations other
     than specifically to correct the Work.

     12.3 ACCEPTANCE OF NONCOMFORMING WORK

     12.3.1 If the Owner prefers to accept Work which is not in accordance with
     the requirements of the Contract Documents, the Owner may do so instead of
     requiring its removal and correction, in which case the Contract Sum will
     be reduced as appropriate and equitable. Such adjustment shall be effected
     whether or not final payment has been made.

ARTICLE 13 MISCELLANEOUS PROVISIONS

     13.1 GOVERNING LAW

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

     13.2 SUCCESSORS AND ASSIGNS

     13.2.1 The Owner and Contractor respectively bind themselves, their
     partners, successors, assigns and legal representatives to the other party
     hereto and to partners, successors, assigns and legal representatives of
     such other party in respect to covenants, agreements and obligations
     contained in the Contract Documents. Except as provided in Subparagraph
     13.2.2, neither party to the Contract shall assign the Contract as a whole
     without written consent of the

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              29

<PAGE>

     other. If either party attempts to make such an assignment without such
     consent, that party shall nevertheless remain legally responsible for all
     obligations under the Contract.

     13.2.2 The Owner may, without consent of the Contractor, assign the
     Contract to an institutional lender providing construction financing for
     the Project. In such event, the lender shall assume the Owner's rights and
     obligations under the Contract Documents. The Contractor shall execute all
     consents reasonably required to facilitate such assignment.

     13.3 WRITTEN NOTICE

     13.3.1 Written notice shall be deemed to have been duly served if delivered
     in person to the individual or a member of the firm or entity or to an
     officer of the corporation for which it was intended, or if delivered at or
     sent by registered or certified mail to the last business address known to
     the party giving notice.

     13.4 RIGHTS AND REMEDIES

     13.4.1 Duties and obligations imposed by the Contract Documents and rights
     and remedies available thereunder shall be in addition to and not a
     limitation of duties, obligations, rights and remedies otherwise imposed or
     available by law.

     13.4.2 No action or failure to act by the Owner, Architect or Contractor
     shall constitute a waiver of a right or duty afforded them under the
     Contract, nor shall such action or failure to act constitute approval of or
     acquiescence in a breach thereunder, except as may be specifically agreed
     in writing.

     13.5 TESTS AND INSPECTIONS

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

     13.5.2 If the Architect, Owner or public authorities having jurisdiction
     determine that portions of the Work require additional testing, inspection
     or approval not included under Subparagraph 13.5.1, the Architect will,
     upon written authorization from the Owner, instruct the Contractor to make
     arrangements for such additional testing, inspection or approval by an
     entity acceptable to the Owner, and the Contractor shall give timely notice
     to the Architect of when and where tests and inspections are to be made so
     that the Architect may be present for such procedures. Such costs except as
     provided in Subparagraph 13.5.3, shall be at the Owner's expense.

     13.5.3 If such procedures for testing, inspection or approval under
     Subparagraph 13.5.1 and 13.5.2 reveal failure of the portions of the Work
     to comply with requirements established-by the Contract Documents, all
     costs made necessary by such failure including those of repeated procedures
     and compensation for the Architect's services and expenses shall be at the
     Contractor's expense.

     13.5.4 Required certificates of testing, inspections or approval shall,
     unless otherwise required by the Contract Documents, be secured by the
     Contractor and promptly delivered to the Architect.

     13.5.5 If the Architect is to observe tests, inspections or approvals
     required by the Contract Documents, the Architect will do so promptly and,
     where practicable, at the normal place of testing.

     13.5.6 Tests or inspections conducted pursuant to the Contract Documents
     shall be made promptly to avoid unreasonable delay in the Work.

     13.6 INTEREST

     13.6.1 Payments due and unpaid under the Contract Documents shall bear
     interest from the date payment is due at such rate as the parties may agree
     upon in writing or, in the absence thereof, at the legal rate prevailing
     from time to time at the place where the Project is located.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              30

<PAGE>

     13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD

     13.7.1 As between the Owner and Contractor:

          .1   BEFORE SUBSTANTIAL COMPLETION. As to acts or failures to act
               occurring prior to the relevant date of Substantial Completion,
               any applicable statute of limitations shall commence to run and
               any alleged cause of action shall be deemed to have accrued in
               any and all events not later than such date of Substantial
               Completion;

          .2   BETWEEN SUBSTANTIAL COMPLETION AND FINAL CERTIFICATE FOR PAYMENT.
               As to acts or failures to act occurring subsequent to the
               relevant date of Substantial Completion and prior to issuance of
               the final Certificate for Payment, any applicable statute of
               limitations shall commence to ran and any alleged cause of action
               shall be deemed to have accrued in any and all events not later
               than the date of issuance of the final Certificate of Payment;
               and

          .3   AFTER FINAL CERTIFICATE FOR PAYMENT. As to acts or failures to
               act occurring after the relevant date of issuance of the final
               Certificate for Payment, any applicable statute of limitations
               shall commence to run and any alleged cause of action shall be
               deemed to have accrued in any and all events not later than the
               date of any act or failure to act by the Contractor pursuant to
               any Warranty provided under Paragraph 3.5, the date of any
               correction of the Work or failure to correct the Work by the
               Contractor under Paragraph 12.2, or the date of actual commission
               of any other act or failure to perform any duty or obligation by
               the Contractor or Owner, whichever occurs last.

ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT

     14.1 TERMINATION BY THE CONTRACTOR

     14.1.1 The Contractor may terminate the Contract if the Work is stopped for
     a period of 30 consecutive days through no act or fault of the Contractor
     or a Subcontractor, Sub-subcontractor or their agents or employees or any
     other persons or entities performing portions of the Work under direct or
     indirect contract with the Contractor, for any of the following reasons:

          .1   issuance of an order of a court or other public authority having
               jurisdiction which requires all Work to be stopped;

          .2   an act of government, such as a declaration of national emergency
               which requires all Work to be stopped;

          .3   because the Owner has not made payment within the time stated in
               the Contract Documents; AND HAS NOT NOTIFIED THE CONTRACTOR OF
               THE REASON FOR WITHHOLDING PAYMENT AS PROVIDED IN SUBPARAGRAPH
               9.4.1 OR

          .4   the Owner has failed to furnish to the Contractor promptly, upon
               the Contractor's request, reasonable evidence as required by
               Subparagraph 2.2.1.

     14.1.2 The Contractor may terminate the Contract if, through no act or
     fault of the Contractor or a Subcontractor, Sub-subcontractor, or their
     agents or employees or any other persons or entities performing portions of
     the Work under direct or indirect contract with the Contractor, repeated
     suspensions, delays or interruptions of the entire Work by the Owner as
     described in Paragraph 14.3 constitute in the aggregate more than 100
     percent of the total number of days scheduled for completion, or 120 days
     in any 365-day period, whichever is less.

     14.1.3 If one of the reasons described in Subparagraph 14.1.1 or 14.1.2
     exists, the Contractor may, upon seven days' written notice to the Owner
     and Architect, terminate the Contract and recover from the Owner payment
     for Work executed and for proven loss with respect to materials, equipment,
     tools, and construction equipment and machinery including ALL overhead,
     profit and damages.

     14.1.4 If the Work is stopped for a period of 60 consecutive days through
     no act or fault of the Contractor or a Subcontractor or their agents or
     employees or any other persons performing portions of the Work under
     contract with the Contractor because the Owner has persistently failed to
     fulfill the Owner's obligations under the Contract Documents with respect
     to matters important to the progress of the Work, the Contractor may, upon
     seven additional days' written notice to the Owner and the Architect,
     terminate the Contract and recover from the Owner as provided in
     Subparagraph 14.1.3.

     14.2 TERMINATION BY THE OWNER FOR CAUSE

     14.2.1 The Owner may terminate the Contract if the Contractor:

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              31

<PAGE>

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

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

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

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

     14.2.2 When any of the above reasons exist, the Owner, upon certification
     by the Architect that sufficient cause exists to justify such action, may
     without prejudice to any other rights or remedies of the Owner and after
     giving the Contractor and the Contractor's surety, if any, seven days'
     written notice, terminate employment of the Contractor and may, subject to
     any prior rights of the surety:

          .1   take possession of the site and of all materials, equipment,
               tools, and construction equipment and machinery thereon owned by
               the Contractor;

          .2   accept assignment of subcontracts pursuant to Paragraph 5.4; and

          .3   finish the Work by whatever reasonable method the Owner may deem
               expedient. Upon request of the Contractor, the Owner shall
               furnish to the Contractor a detailed accounting of the costs
               incurred by the Owner in finishing the Work.

     14.2.3 When the Owner terminates the Contract for one of the reasons stated
     in Subparagraph 14.2.1, the Contractor shall not be entitled to receive
     further payment until the Work is finished.

     14.2.4 If the unpaid balance of the Contract Sum exceeds costs of
     finishing the Work, including compensation for the Architect's services and
     expenses made necessary thereby, and other damages incurred by the Owner
     and not expressly waived, such excess shall be paid to the Contractor. If
     such costs and damages exceed the unpaid balance, the Contractor or Owner,
     as the case may be, shall be certified by the Architect, upon application,
     and this obligation for payment shall survive termination of the Contract.

     14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE

     14.3.1 The Owner may, without cause, order the Contractor in writing to
     suspend, delay or interrupt the Work in whole or in part for such period of
     time as the Owner may determine.

     14.3.2 The Contract Sum and Contract Time shall be adjusted for increases
     in the cost and time caused by suspension, delay or interruption as
     described in Subparagraph 14.3.1. Adjustment of the Contract Sum shall
     include profit. No adjustment shall be made to the extent:

          .1   that performance is, was or would have been so suspended, delayed
               or interrupted by another cause for which the Contractor is
               responsible; or

          .2   that an equitable adjustment is made or denied under another
               provision of the Contract.

     14.4 TERMINATION BY THE OWNER FOR CONVENIENCE

     14.4.1 The Owner may, at any time, terminate the Contract for the Owner's
     convenience and without cause.

     14.4.2 Upon receipt of written notice from the Owner of such termination
     for the Owner's convenience, the Contractor shall:

          .1   cease operations as directed by the Owner in the notice;

          .2   take actions necessary, or that the Owner may direct, for the
               protection and preservation of the Work; and

          .3   except for Work directed to be performed prior to the effective
               date of termination stated in the notice, terminate all existing
               subcontracts and purchase orders and enter into no further
               subcontracts and purchase orders.

     14.4.3 In case of such termination for the Owner's convenience, the
     Contractor shall be entitled to receive payment for Work executed, and
     costs incurred by reason of such termination, along with overhead and
     profit on the Work not executed.

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND WILL SUBJECT
THE VIOLATOR TO LEGAL PROSECUTION.


                                                                              32

<PAGE>

                                  (SUNDT LOGO)

                                      SUNDT
                               CONSTRUCTION, INC.

December 13,2005

Mr. Rick Mason
Apollo Development
4615 East Elwood
Phoenix, Arizona 85040

RE:  RIVERPOINT CENTER (FORMERLY UNIVERSITY OF PHOENIX ONLINE CAMPUS AT
     RIVERPOINT) BUILDING & TENANT IMPROVEMENT GUARANTEED MAXIMUM PRICE
     AMENDMENT #2

Dear Rick,

It is our pleasure to present to you our Guaranteed Maximum Price proposal in
the incremental amount of $28,448,880 for the Building & Tenant Improvement
scope of work for the Riverpoint Center. Together with Amendment #1, Amendment
#2 now completes the scope of work for Riverpoint Center based on the documents
received thus far. The total project GMP is now a combined $107,669,619.

This proposal is based upon the following items:

     I.   GMP Summary (CSI Budget Reconciliation)

     II.  GMP Scope Assumptions and Clarifications

     III. List of Documents

     IV.  Project Schedule

     V.   Allowance Items

We thank you for your kind consideration and assure you we will do everything
possible to make this a successful project.

Respectfully Submitted,

SUNDT CONSTRUCTION, INC.


/s/ Martin Hedlund
-------------------------------------
Martin Hedlund PE, CPC
Project Director

                           We Make Projects Work.(sm)

  1501 W.FOUNTAINHEAD PARKWAY - SUITE 600 - TEMPE, AZ (85282) - (480)293.3000 -
                        FAX (480)293.3079 - WWW.SUNDT.COM

           DALLAS - NOVATO - PHOENIX - SACRAMENTO - SAN DIEGO - TUCSON

CONTRACTOR   AZ: ROC068012-A    ROC068014-L-09 ROC078799-L-37 ROC076101-L-11
LICENSES         ROC068013-B-01 ROC078088-L-04 ROC076561-L-39 ROC067653-B
             CA: 453175-A, B, C-8, C-10 418833-A-B 511371-A-B
             NV: 22067-A-B
<PAGE>

                          AMENDMENT NO. 2 TO AGREEMENT
                     BETWEEN OWNER AND CONSTRUCTION MANAGER

Pursuant to Paragraph 2.2. of the Agreement, dated June 18, 2004 between Apollo
Development Corporation (Owner) and Sundt Construction, Inc. (Construction
Manager), for the Site Work and Structure of Riverpoint Center, formerly known
as the University of Phoenix Online Campus at Riverpoint (the Project), the
Owner and Construction Manager establish a Guaranteed Maximum Price and Contract
Time for the Work as set forth below.

                                    ARTICLE 1
                            GUARANTEED MAXIMUM PRICE

The Construction Manager's Guaranteed Maximum Price for the Work, including the
estimated Cost of the Work as defined in Article 6 and the Construction
Manager's Fee as defined in Article 5, is Dollars ($28,448,880).

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

Exhibit A   GMP Summary (CSI Budget Reconciliation) on which the Guaranteed
            Maximum Price is based, pages one through seven, dated December 13,
            2005.

Exhibit B   Assumptions and clarifications made in preparing the Guaranteed
            Maximum Price, dated December 13, 2005.

Exhibit C   Drawings, Specifications, addenda and General, Supplementary and
            other Conditions of the Contract on which the Guaranteed Maximum
            Price is based, dated December 13, 2005.

Exhibit D   Master project schedule.

Exhibit E   Alternate prices (not applicable).

Exhibit F   Unit prices (not applicable).

Exhibit G   Allowance items, page 1 dated December 13, 2005.

                                                                APPROVED

                                                         [Illegible]   12/22/05
                                                          INITIALS       DATE
                                                               RICK MASON
                                                        DIRECTOR OF CONSTRUCTION
                                                        APOLLO DEVELOPMENT CORP.

                                   ARTICLE II
                                  CONTRACT TIME

The date of Substantial Completion established by this Amendment is June 11,
2007.

OWNER:                                  CONSTRUCTION MANAGER:


By: /s/ William B. Swirtz               By: /s/ David S. Crawford
    ---------------------------------       ------------------------------------
Date:                                   Date: 12/13/05
      -------------------------------
Attest:                                 Attest: Illegible
        -----------------------------

<PAGE>

GMP Amendment #2

<TABLE>
<S>           <C>                                    <C>                 <C>
PROJECT:      Riverpoint Center                      CHANGE ORDER NO.:   TWO (2)
              4025 S. Riverpoint Parkway
              Phoenix, AZ 85040                      DATE:               December 13, 2005

                                                     ORDER NO:

CONTRACTOR:   SUNDT CONSTRUCTION. INC.               CONTRACT DATE:      6/18/2004
              1501 W. Fountainhead Pkwy, Suite 600
              Tempe, AZ 85282                        CONTRACT FOR:       Building & Tenant Improvements
                                                                         Riverpoint Center
                                                                         JOB NO.: 120571
</TABLE>

THE CONTRACT (Form AIA A121/CMC-1991) BETWEEN APOLLO DEVELOPMENT CORPORATION AND
SUNDT CONSTRUCTION, INC. DATED JUNE 18, 2004 IS HEREBY AMENDED AS FOLLOWS:

<TABLE>
<S>                                                                             <C>
   BUILDING AND TENANT IMPROVEMENT GMP PER GMP AMENDMENT NO. 2 DATED 12/09/05
   INCLUDING TERMS & CLARIFICATIONS CONTAINED THEREIN:                          $ 28,448,880.00

   THE SUBSTANTIAL COMPLETION DATE IS BASED ON THE GRADING AND DRAINAGE
   PERMIT RECEIVED ON 10/21/05, THE BUILDING PERMIT RECEIVED ON 11/15/05 AND
   THE NOTICE TO PROCEED LETTER DATED 6/1/05 AND APPROVED ON 6/15/05.

TOTAL CONTRACT CHANGE ORDER                                                     $ 28,448,880.00
THE ORIGINAL GUARANTEED MAXIMUM PRICE WAS                                       $          0 00
NET CHANGE OF PREVIOUS AUTHORIZED CHANGE ORDERS                                 $ 79,220,739.00
THE GUARANTEED MAXIMUM PRICE PRIOR TO THIS CHANGE ORDER WAS                     $ 79,220,739.00
THE GUARANTEED MAXIMUM PRICE WILL BE INCREASED BY THIS CHANGE ORDER IN
   THE AMOUNT OF                                                                  28,448,880.00
THE NEW GUARANTEED MAXIMUM PRICE INCLUDING THIS CHANGE ORDER WILL BE            $107,669,619.00
</TABLE>

THE DATE OF SUBSTANTIAL COMPLETION OF THE PROJECT AS OF THIS CHANGE ORDER
IS JUNE 11, 2007.

OWNER
APOLLO DEVELOPMENT CORPORATION
4615 EAST ELWOOD
PHOENIX, AZ 85040


By: /s/ William B. Swirtz
    ---------------------------------
    William B. Swirtz
DATE:
      -------------------------------

CONTRACTOR:
SUNDT CONSTRUCTION, INC.
P.O. BOX 20687
PHOENIX, ARIZONA 85036

                                                                APPROVED
By: /s/ David S. Crawford
    ---------------------------------                    [Illegible]   12/22/05
    David S. Crawford                                     INITIALS       DATE
                                                               RICK MASON
Date: 12/13/05                                          DIRECTOR OF CONSTRUCTION
                                                        APOLLO DEVELOPMENT CORP.

DISTRIBUTION: OWNER                CONTRACTOR                              FIELD