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                                                                   EXHIBIT 10.36



                  STANDARD FORM OF AGREEMENT BETWEEN OWNER AND
           CONTRACTOR WHERE THE BASIS FOR PAYMENT IS THE COST OF THE
           WORK PLUS A FEE WITH A NEGOTIATED GUARANTEED MAXIMUM PRICE

                            AIA DOCUMENT A111 - 1997
                        1997 EDITION - ELECTRONIC FORMAT

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This document has important legal consequences. Consultation with an attorney is
encouraged with respect to its completion or modification. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

This document is not intended for use in competitive bidding.

AIA document A201-1997, General Conditions of the Contract for Construction, is
adopted in this document by reference.

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

Copyright 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, (c)1997 by
The American Institute of Architects. Reproduction of the material herein or
substantial quotation of its provisions without written permission of the AIA
violates the copyright laws of the United States and will subject the violator
to legal prosecution.

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AGREEMENT made as of the THIRTEENTH day of APRIL in the year NINETEEN HUNDRED 
NINETY-EIGHT
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)
DYNACQ INTERNATIONAL, INC.
4301 VISTA
PASADENA, TEXAS 77504

and the Contractor:
(Name, address and other information)
BECK-FORD CONSTRUCTION, INC.
6750 MAYARD ROAD
HOUSTON, TEXAS 77041

The Project is:
(Name and location)
ADDITIONS AND REMODELING - VISTA COMMUNITY MEDICAL CENTER
4301 VISTA
PASADENA, TEXAS 77504

The Architect is:
(Name, address and other information)
BENCHMARK, AN ARCHITECTURAL CORPORATION
4545 BISSONNET, SUITE 104
BELLAIRE, TEXAS 77401

The Owner and Contractor agree as follows.

ARTICLE 1 THE CONTRACT DOCUMENTS

  The Contract Documents consist of this Agreement, Conditions of the Contract 
  (General, Supplementary and other
                                                                         Page #1
  


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     Conditions), Drawings, Specifications, Addenda issued prior to execution of
     this Agreement, other documents listed in this Agreement and Modifications
     issued after execution of this Agreement; these form the Contract, and are
     as fully a part of the Contract as if attached to this Agreement or
     repeated herein. The Contract represents the entire and integrated
     agreement between the parties hereto and supersedes prior negotiations,
     representations or agreements, either written or oral. An enumeration of
     the Contract Documents, other than Modifications, appears in Article 15. If
     anything in the other Contract Documents is inconsistent with this
     Agreement, this Agreement shall govern.

ARTICLE 2 THE WORK OF THIS CONTRACT

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

ARTICLE 3 RELATIONSHIP OF THE PARTIES

     The Contractor accepts the relationship of trust and confidence established
     by this Agreement and covenants with the Owner to cooperate with the
     Architect and exercise the Contractor's skill and judgment in furthering
     the interests of the Owner; to furnish efficient business administration
     and supervision; to furnish at all times an adequate supply of workers and
     materials; and to perform the Work in an expeditious and economical manner
     consistent with the Owner's interests. The Owner agrees to furnish and
     approve, in a timely manner, information required by the Contractor and to
     make payments to the Contractor in accordance with the requirements of the
     Contract Documents.

ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

     4.1  The date of commencement of the Work shall be the date of this
     Agreement unless a different date is stated below or provision is made for
     the date to be fixed in a notice to proceed issued by the Owner.
     (Insert the date of commencement, if it differs from the date of this
     Agreement or, if applicable, state that the date will be fixed in a notice
     to proceed.) DATE OF COMMENCEMENT SHALL BE WITHIN FIVE (5) DAYS FROM THE
     RECEIPT OF BUILDING PERMIT FROM CITY OF PASADENA

     If, prior to commencement of the Work, the Owner requires time to file
     mortgages, mechanic's liens and other security interests, the Owner's time
     requirement shall be as follows:

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

     4.3  The Contractor shall achieve Substantial Completion of the entire Work
     not later than 175 days from the date of commencement, or as follows:
     (Insert number of calendar days. Alternatively, a calendar date may be used
     when coordinated with the date of commencement. Unless stated elsewhere in
     the Contract Documents, insert any requirements for earlier Substantial
     Completion of certain portions of the Work.)

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

ARTICLE 5 BASIS FOR PAYMENT

     5.1  CONTRACT SUM

     5.1.1   The Owner shall pay the Contractor the Contract Sum in current
     funds for the Contractor's performance of the Contract. The Contract Sum is
     the Cost of the Work as defined in Article 7 plus the Contractor's Fee.

     5.1.2   The Contractor's Fee is:

     (State a lump sum, percentage of Cost of the Work or other provision for 
     determining the Contractor's Fee, and describe the method of adjustment of
     the Contractor's Fee for changes in the Work.)
     SIX PERCENT (06%) OF THE COST OF THE WORK WHICH IS SOMETIMES HEREINAFTER
     REFERRED TO IN THE CONTRACT DOCUMENTS AS OVERHEAD AND PROFIT.

     5.2  GUARANTEED MAXIMUM PRICE
     5.2.1   The sum of the Cost of the Work and the Contractor's Fee is 
     guaranteed by the Contractor not to exceed ONE MILLION NINE HUNDRED 
     SEVENTY-SEVEN THOUSAND AND NO/100 (PER QUOTE LETTER DATED MARCH 16, 1998) 
     Dollars ($1,977,000.00), subject to additions and deductions by Change
     Order as provided in the Contract Documents. Such maximum sum is referred
     to in the Contract Documents as the Guaranteed Maximum Price. Costs which
     would cause the Guaranteed Maximum Price to be


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     exceeded shall be paid by the Contractor without reimbursement by the
     Owner. 
     (Insert specific provisions if the Contractor is to participate in
     any savings.)
     SAVINGS - OWNER 80% AND CONTRACTOR 20%

     5.2.2     The Guaranteed Maximum Price is based on the following
     alternates, if any, which are described in the Contract Documents and are
     hereby accepted by the Owner:
     (State the numbers or other identification of accepted alternates. If
     decisions on other alternates are to be made by the Owner subsequent to the
     execution of this Agreement, attach a schedule of such other alternates
     showing the amount for each and the date when the amount expires.)
     N/A

     5.2.3     Unit prices, if any, are as follows:
     N/A

     5.2.4     Allowances, if any, are as follows:
     (Identify and state the amounts of any allowances, and state whether they
     include labor, materials, or both.)
     TESTING/BALANCING $5,000.00; LANDSCAPE ALLOWANCE $15,000.00; GRAPHIC
     ALLOWANCE $10,000.00

     5.2.5     Assumptions, if any, on which the Guaranteed Maximum Price is 
     based are as follows:
     SEE ATTACHMENT "A"

     5.2.6     To the extent that the Drawings and Specifications are
     anticipated to require further development by the Architect, the Contractor
     has provided in the Guaranteed Maximum Price for such further development
     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.

ARTICLE 6 CHANGES IN THE WORK

     6.1       Adjustments to the Guaranteed Maximum Price on account of changes
     in the Work may be determined by any of the methods listed in Subparagraph
     7.3.3 of AIA Document A201-1997.

     6.2       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 A201-1997 and
     the terms "costs" and "a reasonable allowance for overhead and profit" as
     used in Subparagraph 7.3.6 of AIA Document A201-1997 shall have the
     meanings assigned to them in AIA Document A201-1997 and shall not be
     modified by Articles 5, 7 and 8 of this Agreement. 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.

     6.3       In calculating adjustments to the Guaranteed Maximum Price, the
     terms "cost" and "costs" as used in the above-referenced provisions of AIA
     Document A201-1997 shall mean the Cost of the Work as defined in Article 7
     of this Agreement and the terms "fee" and "a reasonable allowance for 
     overhead and profit" shall mean the Contractor's Fee as defined in 
     Subparagraph 5.1.2 of this Agreement.

     6.4       If no specific provision is made in Paragraph 5.1 for adjustment
     of the Contractor'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 Paragraph 5.1 will cause substantial inequity to
     the Owner or Contractor, the Contractor's Fee shall be equitably adjusted
     on the basis of the Fee established for the original Work, and the
     Guaranteed Maximum Price shall be adjusted accordingly.

ARTICLE 7 COSTS TO BE REIMBURSED

     7.1       COST OF THE WORK
     The term Cost of the Work shall mean costs necessarily incurred by the
     Contractor in the proper performance of the Work. Such costs shall be at
     rates not higher than the standard 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 7.

     7.2       LABOR COSTS


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7.2.1     Wages of construction workers directly employed by the Contractor to
perform the construction of the Work at the site or, with the Owner's approval,
at off-site workshops.

7.2.2     Wages or salaries of the Contractor's supervisory and administrative
personnel when stationed at the site with the Owner's approval. DUE TO THE FAST
TRACK NATURE OF THIS PROJECT, TWENTY-FIVE (25%) PERCENT OF THE COST OF
BECK-FORD'S PROJECT MANAGER WILL BE CHARGED TO THIS PROJECT EVEN THOUGH HE WILL
NOT BE STATIONED AT THE SITE.
(If it is intended that the wages or salaries of certain personnel stationed at
the Contractor's principal or other offices shall be included in the Cost of the
Work, identify in Article 14 the personnel to be included and whether for all or
only part of their time, and the rates at which their time will be charged to
the Work.)

7.2.3     Wages and salaries of the Contractor'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.

7.2.4     Costs paid or incurred by the Contractor 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, holidays, vacations and
pensions, provided such costs are based on wages and salaries included in the
Cost of the Work under Subparagraphs 7.2.1 through 7.2.3.

7.3  SUBCONTRACT COSTS

7.3.1     Payments made by the Contractor to Subcontractors in accordance with
the requirements of the subcontracts.
 
7.4  COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION

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

7.4.2     Costs of materials described in the preceding Subparagraph 7.4.1 in
excess of those actually installed to allow for reasonable waste and spoilage.
Unused excess materials, if any, shall become the Owner's property at the
completion of the Work or, at the Owner's option, shall be sold by the
Contractor. Any amounts realized from such sales shall be credited to the Owner
as a deduction from the Cost of the Work.

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

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

7.5.2     Rental charges for temporary facilities, machinery, equipment, and
hand tools not customarily owned by construction workers that are provided by
the Contractor at the site, whether rented from the Contractor 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 the Owner's prior approval.

7.5.3     Costs of removal of debris from the site.

7.5.4     Costs of document reproductions, facsimile transmissions and
long-distance telephone calls, postage and parcel delivery charges, telephone
service at the site and reasonable petty cash expenses of the site office.

7.5.5     That portion of the reasonable expenses of the Contractor's personnel
incurred while traveling in discharge of duties connected with the Work.

7.5.6     Costs of materials and equipment suitably stored off the site at a
mutually acceptable location, if approved in advance by the Owner.

7.6  MISCELLANEOUS COSTS

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     7.6.1 That portion of insurance and bond premiums that can be directly 
     attributed to this Contract: PAYMENT/PERFORMANCE BONDS EXCLUDED FROM BASE 
     BID  

     7.6.2 Sales, use or similar taxes imposed by a governmental authority that 
     are related to the Work.

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

     7.6.4 Fees of laboratories for tests required by the Contract Documents, 
     except those related to defective or nonconforming Work for which 
     reimbursement is excluded by Subparagraph 13.5.3 of AIA Document A201-1997 
     or other provisions of the Contract Documents, and which do not fall 
     within the scope of Subparagraph 7.7.3.

     7.6.5 Royalties and license fees paid for the use of a particular design, 
     process or product required by the Contract Documents, the cost of 
     defending suits or claims for infringement of patent rights arising from 
     such requirement of the Contract Documents; and payments made in 
     accordance with legal judgments against the Contractor resulting from 
     such suits or claims and payments of settlements made with the Owner's 
     consent. However, such costs of legal defenses, judgments and settlements 
     shall not be included in the calculation of the Contractor's Fee or 
     subject to the Guaranteed Maximum Price. If such royalties, fees and costs 
     are excluded by the last sentence of Subparagraph 3.17.1 of AIA Document 
     A201-1997 or other provisions of the Contract Documents, then they shall 
     not be included in the Cost of the Work.

     7.6.6 Data processing costs related to the Work.

     7.6.7 Deposits lost for causes other than the Contractor's negligence or 
     failure to fulfill a specific responsibility to the Owner as set forth in 
     the Contract Documents.

     7.6.8 Legal, mediation and arbitration costs, including attorneys' fees, 
     other than those arising from disputes between the Owner and Contractor, 
     reasonably incurred by the Contractor in the performance of the Work and 
     with the Owner's prior written approval; which approval shall not be 
     unreasonably withheld.

     7.6.9 Expenses incurred in accordance with the Contractor's standard 
     personnel policy for relocation and temporary living allowances of 
     personnel required for the Work, if approved by the Owner.

     7.7 OTHER COSTS AND EMERGENCIES

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

     7.7.2 Costs due to emergencies incurred 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 10.6 of AIA 
     Document A201-1997.

     7.7.3 Costs of repairing or correcting damage or nonconforming Work 
     executed by the Contractor, Subcontractors or suppliers, provided that 
     such damaged or nonconforming Work was not caused by negligence or failure 
     to fulfill a specific responsibility of the Contractor and only to the 
     extent that the cost of repair or correction is not recoverable by the 
     Contractor from insurance, sureties, Subcontractors or suppliers.

ARTICLE 8 COSTS NOT TO BE REIMBURSED

     8.1 The Cost of the Work shall not include:

     8.1.1 Salaries and other compensation of the Contractor's personnel 
     stationed at the Contractor's principal office or offices other than the 
     site office, except as specifically provided in Subparagraphs 7.2.2 and 
     7.2.3 or as may be provided in Article 14.

     8.1.2 Expenses of the Contractor's principal office and offices other than 
     the site office.


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   8.1.3  Overhead and general expenses, except as may be expressly included in
   Article 7.

   8.1.4  The Contractor's capital expenses, including interest on the
   Contractor's capital employed for the Work.

   8.1.5  Rental costs of machinery and equipment, except as specifically
   provided in Subparagraph 7.5.2.

   8.1.6  Except as provided in Subparagraph 7.7.3 of this Agreement, costs due
   to the negligence or failure to fulfill a specific responsibility of the
   Contractor, Subcontractors and suppliers or anyone directly or indirectly
   employed by any of them or for whose acts any of them may be liable.

   8.1.7  Any cost not specifically and expressly described in Article 7.

   8.1.8  Costs, other than costs included in Change Orders approved by the
   Owner, that would cause the Guaranteed Maximum Price to be exceeded.

ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS 

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

   9.2  Amounts that accrue to the Owner in accordance with the provisions of
   Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost of
   the Work.

ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS

   10.1  Those portions of the Work that the Contractor does not customarily
   perform with the Contractor's own personnel shall be performed under
   subcontracts or by other appropriate agreements with the Contractor. The
   Owner may designate specific persons or entities from whom the Contractor
   shall obtain bids. The Contractor shall obtain bids from Subcontractors and
   from suppliers of materials or equipment fabricated especially for the Work
   and shall deliver such bids to the Architect. The Owner shall then determine,
   with the advice of the Contractor and the Architect, which bids will be
   accepted. The Contractor shall not be required to contract with anyone to
   whom the Contractor has reasonable objection.

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

   10.3  Subcontracts or other agreements shall conform to the applicable
   payment provisions of this Agreement, and shall not be awarded on the basis
   of cost plus a fee without the prior consent of the Owner.

ARTICLE 11 ACCOUNTING RECORDS

   The Contractor shall keep full and detailed accounts and exercise such
   controls as may be necessary for proper financial management under this
   Contract, and the accounting and control systems shall be satisfactory to the
   Owner. The Owner and the Owner's accountants shall be afforded access to, and
   shall be permitted to audit and copy, the Contractor's records, books,
   correspondence, instructions, drawings, receipts, subcontracts, purchase
   orders, vouchers, memoranda and other data relating to this Contract, and the
   Contractor shall preserve these for a period of three years after final
   payment, or for such longer period as may be required by law.

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 ARTICLE 12 PAYMENTS 

     12.1      PROGRESS PAYMENTS

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

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

     12.1.3    Provided that an Application for Payment is received by the
     Architect not later than the FIRST day of a month, the Owner shall make
     payment to the Contractor not later than the TWENTIETH day of the SAME
     month. If an Application for Payment is received by the Architect after the
     application date fixed above, payment shall be made by the Owner not later
     than TWENTY (20) days after the Architect receives the Application for
     Payment.

     12.1.4    With each Application for Payment, the Contractor shall submit
     payrolls, petty cash accounts, receipted invoices or invoices with check
     vouchers attached, and any other evidence required by the Owner or
     Architect to demonstrate that cash disbursements already made by the
     Contractor on account of the Cost of the Work equal or exceed (1) progress
     payments already received by the Contractor; less (2) that portion of those
     payments attributable to the Contractor's Fee; plus (3) payrolls for the
     period covered by the present Application for Payment.

     12.1.5    Each Application for Payment shall be based on the most recent
     schedule of values submitted by the Contractor 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 Contractor'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 Architect may require. This
     schedule, unless objected to by the Architect, shall be used as a basis for
     reviewing the Contractor's Applications for Payment.

     12.1.6    Applications for Payment shall show the percentage of completion
     of each portion of the Work as of the end of the period covered by the
     Application for Payment. The percentage of 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 that
     has actually been incurred by the Contractor on account of that portion of
     the Work for which the Contractor 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.

     12.1.7    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 of 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
               shall be included as provided in Subparagraph 7.3.8 of AIA
               Document A201-1997;

          .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 Contractor's Fee, less retainage of FIVE percent (05%).
               The Contractor's Fee shall be computed upon the Cost of the Work
               described in the two preceding Clauses at the rate stated in
               Subparagraph 5.1.2 or, if the Contractor's Fee is stated as a
               fixed sum in that Subparagraph, shall be an amount that 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 

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          completion;

     .4   subtract the aggregate of previous payments made by the Owner;

     .5   subtract the shortfall, if any, indicated by the Contractor in the
          documentation required by Paragraph 12.1.4 to substantiate prior
          Applications for Payment, or resulting from errors subsequently
          discovered by the Owner's accountants in such documentation; and

     .6   subtract amounts, if any, for which the Architect has withheld or
          nullified a Certificate for Payment as provided in Paragraph 9.5 of
          AIA Document A201-1997.

12.1.8    Except with the Owner's prior approval, payments to Subcontractors 
shall be subject to retainage of not less than percent (05%). The Owner and the 
Contractor shall agree upon a mutually acceptable procedure for review and 
approval of payments and retention for Subcontractors.

12.1.9    In taking action on the Contractor's Applications for Payment, the 
Architect shall be entitled to rely on the accuracy and completeness of the 
information furnished by the Contractor 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 
12.1.4 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 Contractor 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.

12.2      FINAL PAYMENT

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

     .1   the Contractor has fully performed the Contract except for the
          Contractor's responsibility to correct Work as provided in
          Subparagraph 12.2.2 of AIA Document A201-1997, and to satisfy other
          requirements, if any, which extend beyond final payment; and

     .2   a final Certificate for Payment has been issued by the Architect.

12.2.2    The Owner's final payment to the Contractor shall be made no later 
than 30 days after the issuance of the Architect's final Certificate for 
Payment, or as follows:

12.2.3    The Owner's accountants will review and report in writing on the 
Contractor's final accounting within 30 days after delivery of the final 
accounting to the Architect by the Contractor. Based upon such Cost of the Work 
as the Owner's accountants report to be substantiated by the Contractor's final 
accounting, and provided the other conditions of Subparagraph 12.2.1 have been 
met, the Architect will, within seven days after receipt of the written report 
of the Owner's accountants, either issue to the Owner a final Certificate for 
Payment with a copy to the Contractor, or notify the Contractor and Owner in 
writing of the Architect's reasons for withholding a certificate as provided in 
Subparagraph 9.5.1 of the AIA Document A201-1997. The time periods stated in 
this Subparagraph 12.2.3 supersede those stated in Subparagraph 9.4.1 of the 
AIA Document A201-1997.

12.2.4    If the Owner's accountants report the Cost of the Work as 
substantiated by the Contractor's final accounting to be less than claimed by 
the Contractor, the Contractor shall be entitled to demand arbitration of the 
disputed amount without a further decision of the Architect. Such demand for 
arbitration shall be made by the Contractor within 30 days after the 
Contractor's receipt of a copy of the Architect's final Certificate for 
Payment; failure to demand arbitration within this 30-day period shall result 
in the substantiated amount reported by the Owner's accountants becoming 
binding on the Contractor. Pending a final resolution by arbitration, the Owner 
shall pay the Contractor the amount certified in the Architect's final 
Certificate for Payment.


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     12.2.5      If, subsequent to final payment and at the Owner's request, the
     Contractor incurs costs described in Article 7 and not excluded by Article
     8 to correct defective or nonconforming Work, the Owner shall reimburse the
     Contractor such costs and the Contractor's Fee applicable 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 Contractor has
     participated in savings as provided in Paragraph 5.2, 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 Contractor.

ARTICLE 13 TERMINATION OR SUSPENSION

     13.1        The Contract may be terminated by the Contractor, or by the
     Owner for convenience, as provided in Article 14 of AIA Document A201-1997.
     However, the amount to be paid to the Contractor under Subparagraph 14.1.3
     of AIA Document A201-1997 shall not exceed the amount the Contractor would
     be entitled to receive under Paragraph 13.2 below, except that the
     Contractor's Fee shall be calculated as if the Work had been fully
     completed by the Contractor, including a reasonable estimate of the Cost of
     the Work for Work not actually completed.

     13.2        The Contract may be terminated by the Owner for cause as
     provided in Article 14 of AIA Document A201-1997. The amount, if any, to be
     paid to the Contractor under Subparagraph 14.2.4 of AIA Document A201-1997
     shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it
     exceed an amount calculated as follows:

     13.2.1      Take the Cost of the Work incurred by the Contractor to the
     date of termination;

     13.2.2      Add the Contractor's Fee computed upon the Cost of the Work to
     the date of termination at the rate stated in Subparagraph 5.1.2 or, if the
     Contractor's Fee is stated as a fixed sum in that Subparagraph, an amount
     that bears the same ratio to that fixed-sum Fee as the Cost of the Work at
     the time of termination bears to a reasonable estimate of the probable Cost
     of the Work upon its completion; and

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

     13.3        The Owner shall also pay the Contractor fair compensation,
     either by purchase or rental at the election of the Owner, for any
     equipment owned by the Contractor that the Owner elects to retain and that
     is not otherwise included in the Cost of the Work under Subparagraph
     13.2.1. To the extent that the Owner elects to take legal assignment of
     subcontracts and purchase orders (including rental agreements), the
     Contractor shall, as a condition of receiving the payments referred to in
     this Article 13, execute and deliver all such papers and take all such
     steps, including the legal assignment of such subcontracts and other
     contractual rights of the Contractor, as the Owner may require for the
     purpose of fully vesting in the Owner the rights and benefits of the
     Contractor under such subcontracts or purchase orders.

     13.4      The Work may be suspended by the Owner as provided in Article 14
     of AIA Document A201-1997; in such case, the Guaranteed Maximum Price and
     Contract Time shall be increased as provided in Subparagraph 14.3.2 of AIA
     Document A201-1997 except that the term "profit" shall be understood to
     mean the Contractor's Fee as described in Subparagraphs 5.1.2 and Paragraph
     6.4 of this Agreement.

ARTICLE 14 MISCELLANEOUS PROVISIONS

     14.1      Where reference is made in this Agreement to provision AIA
     Document A201-1997 or another Contract Document, the reference refers to
     that provision as amended or supplemented by other provisions of the
     Contract Documents. 

     14.2      Payments due and unpaid under the Contract shall bear interest
     from the date payment is due at the rate stated below, or in the absence
     thereof, at the legal rate prevailing from time to time at the place where
     the Project is located. 
     (Insert rate of interest agreed upon, if any.)
     SEVEN PERCENT (07%)

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


                                                                         Page #9
<PAGE>   10
     14.3  The Owner's representative is:
     (Name, address and other information.)
     MR. JOHN MORAN
     DYNACQ INTERNATIONAL, INC.
     4301 VISTA
     PASADENA, TEXAS 77504

     14.4  The Contractor's representative is:
     (Name, address and other information.)
     RONALD A. BROWN, VICE-PRESIDENT
     BECK-FORD CONSTRUCTION, INC.
     6750 MAYARD ROAD
     HOUSTON, TEXAS 77041

     14.5   Neither the Owner's nor the Contractor's representative shall be 
     changed without ten days' written notice to the other party.

     14.6   Other provisions:

ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS

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

     15.1.1 The Agreement is this executed 1997 edition of the Standard Form of 
     Agreement Between Owner and Contractor, AIA Document A111-1997.

     15.1.2 The General Conditions are the 1997 edition of the General 
     Conditions of the Contract for Construction, AIA Document A201-1997.

     15.1.3 The Supplementary and other Conditions of the Contract are those 
     contained in the Project Manual dated MARCH 02, 1998, and are as follows:

<TABLE>
<CAPTION>
     Document                                 Title               Pages
     <S>                                      <C>                 <C>
     VISTA COMMUNITY MEDICAL CENTER
</TABLE>

     15.1.4 The Specifications are those contained in the Project Manual dated 
     as in Subparagraph 15.1.3, and are as follows:
     (Either list the Specifications here or refer to an exhibit attached to 
     this Agreement.)

<TABLE>
<CAPTION>
     Section                                  Title               Pages
     <S>                                      <C>                 <C>
     PER ATTACHMENT "B"
</TABLE>

     15.1.5 The Drawings are as follows, and are dated unless a different date 
     is shown below:
     (Either list the Drawings here or refer to an exhibit attached to this 
     Agreement.)

<TABLE>
<CAPTION>
     Number                                   Title               Date
     <S>                                 <C>                      <C>
     PER ATTACHMENT "C"
</TABLE>

     15.1.6 The Addenda, if any, are as follows:

<TABLE>
     Number                                   Date                Pages
     <S>                                 <C>                      <C>
     ONE (01)                            MARCH 09, 1998           1-3
     ----------------------------------------------------------------
     TWO (02)                            MARCH 12, 1998           1-5
     ----------------------------------------------------------------
</TABLE>

     Portions of Addenda relating to bidding requirements are not part of the 
     Contract Documents unless the bidding requirements are also enumerated in 
     this Article 15.

     15.1.7 Other Documents, if any, forming part of the Contract Documents are 
     as follows:


                                                                        Page #10
<PAGE>   11
     (List here any additional documents, such as a list of alternates that are
     intended to form part of the Contract Documents. AIA Document A201-1997
     provides that bidding requirements such as advertisement or invitation to
     bid, Instructions to Bidders, sample forms and the Contractor's bid are not
     part of the Contract Documents unless enumerated in this Agreement. They
     should be listed here only if intended to be part of the Contract
     Documents.)
     HOLSTE & ASSOCIATES, INC. LETTER OF DESIGN ITEM DATED MARCH 02, 1998 - 5 
     PAGES - ATTACHMENT "D"

ARTICLE 16 INSURANCE AND BONDS
     (List required limits of liability for insurance and bonds. AIA Document
     A201-1997 gives other specific requirements for insurance and bonds.)
     COST OF PERFORMANCE AND PAYMENT BONDS $23,700.00 (NOT IN BASE BID)

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

  /s/ Philip Chan                          /s/ Robert W. Becktell
-------------------------------------    --------------------------------------
  OWNER (Signature)                        CONTRACTOR (Signature)


  Philip Chan                              Robert W. Becktell, President
-------------------------------------    --------------------------------------
  (Printed name and title)                 (Printed name and title)


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