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                  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

                             AlA Document A111 -1997
                        1997 Edition - Electronic Format

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

This document is not intended for use in competitive bidding.

ALA Document A20 1-1997, 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,  1987,0 1997 by
The American  Institute of Architects.  Reproduction  of the material  herein or
substantial  quotation of its provisions  without written  permission of the ALA
violates the  copyright  laws of the United States and will subject the violator
to legal



AGREEMENT made as of the 10th day of March in the year 1999.
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)
Kronos Inc., 300 Billerica Road, Chelmsford, MA 01824

and the Contractor:
(Name, address and other information)

Cranshaw Construction of New England Limited Partnership.2310 Washington Street
Newton Lower Falls, MA 02462

The Project is:
(Name and location)
The Kronos Corporate Headquarters Building, 297 Billerica Road, Chelmsford,
Massachusetts

The Architect is:
(Name, address and other information)

Spagnolo/Gisness  & Associates,  129 Portland  Street,  Boston,  MA 02114,  with
respect to base  building  (core and shell)  Pisani &  Associates,  374 Congress
Street, Boston, MA 02210, with respect to tenant improvements

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   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  without,  however.  undertaking  any fiduciary  role or
     responsibility 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 Owners  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.)
     Commencement  of the work shall  occur upon  receipt of a notice to proceed
     from the Owner.  which  shall  occur no later  than June 1. 1999.  and upon
     issuance of a permit to build issued by the Town of Chelmsford.

     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 twelve (12) months from a notice to proceed  from the Owner.
     
     (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)


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: Three and one-half  percent  (3.5%) of the
     Cost of the Work  plus  seven  and  one-half  percent  (7.5%)  for  General
     Conditions.  which  shall  be  fixed  percentages  that  do not  vary  with
     adjustments in the Guaranteed Maximum Price. Contractor's Fee shall be five
     percent  (5%) of the Cost of the Work for  changes  in the Work  above  the
     first $100,000.  (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)


     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  Dollars  ($),  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 exceeded shall be paid by the Contractor without  reimbursement
     by  the  Owner.  (Insert  specific  provisions  if  the  Contractor  is  to
     participate  in any  savings.)  The  Guaranteed  Maximum Price for the base
     building  (core and shell) and tenant  work will be  established  within 30
     days of receipt of design  development  documents and  confirmed  within 30
     days of receipt of the  Contract  Documents.  The  Contractor  shall submit
     Guaranteed  Maximum  Price Pricing  within three weeks of receiving  design
     development drawings. If savings occur in the Guaranteed Maximum Price they
     shall be shared 35 percent to the Contractor and 65 percent to the Owner.

     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/or  each and the date when the amount
     expires.)


     5.2.3    Unit prices, if any, are as follows:


     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.)  winter   conditions,   schedule
     acceleration and contingency, as set forth in the Guaranteed Maximum Price.

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


     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 AlA 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 AlA Document  A201-1997  and
     the terms "costs" and "a reason able  allowance for overhead and profit" as
     used in Subparagraph 7.3.6 of MA Document A201-1997 shall have the meanings
     assigned  to them in AlA  Document  A20 1-1997 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 AlA
     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.


ARTICLE 7 COSTS TO BE REIMBURSED
     7.1      COSTOFTHE 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
     7.2.1 Wages of construction  workers directly employed by the Contractor to
perform the construction of the Work at the site


<PAGE>


     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.  (I/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/or  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,  when
     stationed  at the site with the Owner's  approval.  which shall be included
     within the 7.5 percent general conditions fee.

     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 ~ 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.  Items  not in  the  General
     Conditions  7.5 percent fee shall be subject to review and  approval by the
     Owner.

     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
     7.6.1 That  portion of  insurance  and bond  premiums  that can be directly
attributed to this Contract:

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



<PAGE>


     7.8.3 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 AlA 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 ALA 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.

     7.7      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 AlA
     Document A201-1997.

     7.7.3  Costs of  repairing  or  correcting  damaged 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  recovered 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.

     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


<PAGE>




     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.  - The Contractor shall notify
     the Owner of any potential discounts the Contractor becomes aware of.

     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  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.




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.



<PAGE>


     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 25th day of a month,  the Owner  shall  make  payment to the
     Contractor  not  later  than  the 15th day of the  following  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 21 days
     after the Architect receives the Application for Payment.

     12.1.4 With each  Application  for Payment,  the  Contractor  shall submit,
     receipted invoices or invoices with check vouchers attached,  and any other
     evidence  required by the Owner or  Architect.  At the Owner's  request and
     expense, the Contractor shall furnish back-up documentation for the General
     Conditions costs incurred by the Contractor.

     12.1.5  Each  Application  for  Payment  shall be based on the  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.



<PAGE>


         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.

<PAGE>



     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 AlA
              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 Ten percent  (10%)
              provided.  however that the  Contractor's  General  Conditions fee
              shall not be subject to retainage.  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
              completion; Retainage to be 10% until 50% complete: 0% thereafter.
              No retainage on Contractor's fee or General Conditions.

         .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 ALA 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 Ten percent  (10%) 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,  together with any shared  savings  amounts due in accordance
     with Subparagraph 5.2.1 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 ALA 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 AlA Document  A201-1997.  The time periods stated
     in this Subparagraph 12.2.3 supersede those stated in Subparagraph 9.4.1 of
     the ALA 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.



     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 ALA Document A201-1997.  However,
     the amount to be paid to the Contractor  under  Subparagraph  14.1.3 of ALA
     Document  A201-1997  shall not exceed the  amount the  Contractor  would be
     entitled to receive under Paragraph 13.2 below, except that the



<PAGE>


     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 AlA  Document A20 1-1997.  The amount,  if any, to be paid to
     the Contractor under  Subparagraph  14.2.4 of AlA 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
     AlA Document  A201-1997;  in such case,  the  Guaranteed  Maximum Price and
     Contract Time shall be increased as provided in Subparagraph  14.3.2 of ALA
     Document A20 1-1997  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 a provision AlA 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 Prime plus two points.  (Insert rate  0/interest
     agreed upon, if any.)


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


     14.3     The Owner's representative is:
     (Name, address and other information)
     Lloyd Bussell, Kronos, Inc., 300 Billerica Road, Chelmsford, MA 01824

     14.4     The Contractor's representative is:
     (Name, address and other information.)
     Robert J. Lyons, Jr., Cranshaw Construction, 2310 Washington Street,
     Newton Lower Falls, MA 02462

     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:




<PAGE>


ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS
     15.1  The  Contract  Documents,   except  for  Modifications  issued  after
     execution  of this  Agreement,  are  enumerated  as follows:  See  attached
     Exhibit B - Plans and Specifications.

     15.1.1   The Agreement is this executed 1997 edition of the Standard Form
     of Agreement Between Owner and Contractor,  AlA Document
     Al 11-1997.

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

     15.1.3 The  Supplementary  and other  Conditions  of the Contract are those
contained in the Project Manual dated February 22.
     1999, and are as follows:
     Document                            Title                     Pages


     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.)
     Section                             Title                     Pages
     See attached Exhibit B - Plans and Specifications

     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.)
     Number                              Title                     Date
     See attached Exhibit B - Plans and Specifications

     15.1.6   The Addenda, if any, are as follows:
     Number                              Date                      Pages

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

     15.1.7 Other Documents,  if any, forming part of the Contract Documents are
     as follows:
     (List here any additional documents,  such as a list of alternates that are
     intended to form part of the Contract  Documents.  AlA  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 0/the Contract
     Documents.)



ARTICLE 16 INSURANCE AND BONDS
     (List  required  limits of liability for insurance and bonds.  AlA Document
     A201-1997  gives other specific  requirements  for insurance and bonds.) As
     listed in the Project Manual dated February 22. 1999. The Contractor  shall
     obtain  payment  and  performance  bonds from all  subcontractors  having a
     subcontract value in excess of $100,000 with dual obligee rider in favor of
     Owner.


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.

OWNER (Signature)                            CONTRACTOR (Signature)
/s/ Lloyd B. Bussell                         /s/ John Onufrak
Lloyd B. Bussell                             John Onufrak
Vice President, Manufacturing                President

(Printed name and title)                    (Printed name and title)


<PAGE>


General Conditions of the Contract for Construction
AlA Document A201 - 1997

1997 Edition - Electronic Format

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

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

Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1967, 1970,
1976, 1987, 01997 by The American  Institute of Architects.  Fifteenth  Edition.
Reproduction of the material  herein or substantial  quotation of its provisions
without written  permission of the AlA violates the copyright laws of the United
States and will subject the violator to legal prosecution.




     TABLE OF ARTICLES

     I.   GENERAL PROVISIONS

     2.   OWNER

     3.   CONTRACTOR

     4.   ADMINISTRATION 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










<PAGE>


<TABLE>
<CAPTION>


INDEX  

<S>                                                                <C>   
                                                                   Architect's Administration of the Contract
Acceptance of Nonconforming Work                                      3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
   9.6.6, 9.9.3, 12.3                                              Architect's Approvals
Acceptance of Work                                                    2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7
   9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3                       Architect's Authority to Reject Work
Access to Work                                                        3.5.1, 4.2.6, 12.1.2, 12.2.1
   3.16, 6.2.1, 12.1                                               Architect's Copyright
Accident Prevention                                                   1.6
   4.2.3, 10                                                       Architect's Decisions
Acts and Omissions                                                    4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,
4.4.6,
   3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1, 4.5, 6.3, 7.3.6,
7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1,
   10.2.5, 13.4.2, 13.7, 14.1                                         13.5.2, 14.2.2, 14.2.4
Addenda                                                            Architect's Inspections
   1.1.1, 3.11                                                        4.2.2,4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
Additional Costs, Claims for                                       Architect's Instructions
    4.3.4,4.3.5, 4.3.6, 6.1.1, 10.3                                   3.2.3, 3.3.1, 4.2.6,4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2
Additional Inspections and Testing                                 Architect's Interpretations
   9.8.3, 12.2.1, 13.5                                                4.2.11,4.2.12,4.3.6
Additional Time, Claims for                                        Architect's Project Representative
    4.3.4, 4.3.7, 8.3.2                                                4.2.10
ADMINISTRATION OF THE CONTRACT                                     Architect's Relationship with Contractor
    3.1.3,4,9.4,9.5 1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,
3.7.3,  Advertisement or Invitation to Bid 3.10, 3.11, 3.12, 3.16, 3.18,  4.1.2,
4.1.3, 4.2, 4.3.4, 4.4.1,
      1.1.1 4.4.7,  5.2,  6.2.2,  7, 8.3.1,  9.2,  9.3, 9.4, 9.5, 9.7, 9.8, 9.9,
Aesthetic Effect 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5
   4.2.13, 4.5.1                                                     Architect's Relationship with Subcontractors
Allowances                                                           1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.4.7
      3.8                                                           Architect's Representations
All-risk Insurance                                                       9.4.2, 9.5.1, 9.10.1
      11.4.1.1                                                      Architect's Site Visits
Applications for Payment 4.2.2,4.2.5,  4.2.9,4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1,
13.5 4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10, Asbestos
   11.1.3, 14.2.4, 14.4.3                                              10.3.1
Approvals                                                           Attorneys' Fees
   2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5           3.18.1, 9.10.2, 10.3.3
Arbitration                                                         Award of Separate Contracts
   4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.10        6.1.1, 6.1.2
Architect                                                           Award of Subcontracts and Other Contracts for Portions of the
      4.1                                                           Work
Architect, Definition of                                               5.2
   4. 1 .1                                                          Basic Definitions
Architect, Extent of Authority                                         1.1
    2.4,  3.12.7,  4.2, 4.3.6,  4.4, 5.2, 6.3, 7.1.2,  7.3.6,  7.4, 9.2, Bidding
   Requirements 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1,  9.10.3,  12.1, 12.2.1,  13.5.1,
   1.1.1,  1.1.7,  5.2.1,  11.5.1  13.5.2,  14.2.2,  14.2.4 Boiler and Machinery
   Insurance
Architect, Limitations of Authority and Responsibility                 11.4.2
     2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1,4.2.2,     Bonds, Lien
   4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4,        9.10.2
   9.4.2, 9.6.4, 9.6.6                                              Bonds, Performance, and Payment
Architect's Additional Services and Expenses                           7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
   2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4                    Building Permit
                                                                       3.7.1
                                                                    Capitalization
                                                                       1.3
                                                                    Certificate of Substantial Completion
                                                                       9.8.3, 9.8.4, 9.8.5


<PAGE>


Certificates for Payment Concealed or Unknown  Conditions 4.2.5,  4.2.9,  9.3.3,
   9.4, 9.5, 9.6.1,  9.6.6,  9.7.1,  9.10.1,  4.3.4,  8.3.1, 10.3 9.10.3,  13.7,
   14.1.1.3, 14.2.4 Conditions of the Contract
Certificates of Inspection, Testing or Approval                        1.1.1, 1.1.7, 6.1.1, 6.1.4
     13.5.4                                                         Consent, Written
Certificates of Insurance 1.6,  3.4.2,  3.12.8,  3.14.2,  4.1.2,  4.3.4,  4.6.4,
   9.3.2, 9.8.5, 9.10.2, 11.1.3 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
Change Orders CONSTRUCTION BY OWNER OR BY SEPARATE 1.1.1, 2.4.1, 3.4.2, 3.8.2.3,
   3.11.1, 3.12.8, 4.2.8, 4.3.4, 4.3.9, CONTRACTORS 5.2.3, 7.1, 7.2, 7.3, 8.3.1,
   9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 1.1.4,6 11.4.9, 12.1.2 Construction Change
   Directive, Definition of
Change Orders, Definition of                                           7.3.1
     7.2.1                                                          Construction Change Directives
CHANGES IN THE WORK                                                    1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1
   3.11, 4.2.8,7, 8.3.1, 9.3.1.1,  11.4.9 Construction  Schedules,  Contractor's
Claim, Definition of 1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
      4.3.1                                                         Contingent Assignment of Subcontracts
Claims and Disputes                                                      5.4,14.2.2.2
      3.2.3, 4.3,4.4,4.5,4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4,     Continuing Contract Performance
      10.3.3                                                             4.3.3
Claims and Timely Assertion of Claims                               Contract, Definition of
      4.6.5                                                              1.1.2
Claims for Additional Cost                                          CONTRACT, TERMINATION OR SUSPENSION OF THE
   3.2.3, 4.3.4, 4.3.5,4.3.6,6.1.1,7.3.8, 10.3.2                       5.4.1.1, 11.4.9,14
Claims for Additional Time                                          Contract Administration
   3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2                           3.1.3,4, 9.4, 9.5
Claims for Concealed or Unknown Conditions                          Contract Award and Execution, Conditions Relating to
      4.3.4                                                              3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1
Claims for Damages Contract  Documents,  The 3.2.3, 3.18, 4.3.10,  6.1.1, 8.3.3,
   9.5.1,  9.6.7,  10.3.3,  11.1.1,  1.1,  1.2 11.4.5,  11.4.7,  14.1.3,  14.2.4
   Contract Documents, Copies Furnished and Use of
Claims Subject to Arbitration                                          1.6, 2.2.5, 5.3
   4.4.1, 4.5.1, 4.6.1                                              Contract Documents, Definition of
Cleaning Up                                                            1.1.1
   3.15, 6.3                                                        Contract Sum
Commencement of Statutory  Limitation Period 3.8, 4.3.4,  4.3.5,  4.4.5,  5.2.3,
    7.2, 7.3, 7.4, 9.1, 9.4.2, 13.7 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4,
    14.3.2
Commencement of the Work,  Conditions  Relating to Contract  Sum,  Definition of
   2.2.1,  3.2.1,  3.4.1,  3.7.1,  3.10.1,  3.12.6,  4.3.5,  5.2.1,  5.2.3,  9.1
   6.2.2,8.1.2,8.2.2,8.3.1,11.1, 11.4.1,11.4.6, 11.5.1 ContractTime
Commencement of the Work, Definition of                                4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2,
8.3.1,
    8.1.2                                                              9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2
Communications Facilitating Contract Administration                 Contract Time, Definition of
   3.9.1, 4.2.4                                                         8.1.1
Completion,  Conditions  Relating to CONTRACTOR 1.6.1, 3.4.1, 3.11, 3.15, 4.2.2,
    4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 3
   9.10, 12.2, 13.7, 14.1.2                                         Contractor, Definition of
COMPLETION, PAYMENTS AND                                               3.1, 6.1.2
   9                                                                Contractor's Construction Schedules
Completion, Substantial                                                 1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
   4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, Contractor's
Employees
   12.2, 13.7 3.3.2,  3.4.3,  3.8.1,  3.9,  3.18.2,  4.2.3,  4.2.6,  10.2, 10.3,
Compliance with Laws 11.1.1, 11.4.7, 14.1, 14.2.1.1,
   1.6.1,   3.2.2,  3.6,  3.7,  3.12.10,   3.13,  4.1.1,  4.4.8,  4.6.4,  4.6.6,
   Contractor's  Liability  Insurance  9.6.4,  10.2.2,  11.1,  11.4, 13.1, 13.4,
   13.5.1,  13.5.2, 13.6, 11.1 14.1.1,  14.2.1.3 Contractor's  Relationship with
   Separate Contractors and Owner's



<PAGE>




Forces                                                                 11.4.5, 11.4.7, 14.1.3, 14.2.4
   3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4                 Damages for Delay
Contractor's Relationship with Subcontractors 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
   1.2.2, 3.3.2,  3.18.1,  3.18.2, 5, 9.6.2, 9.6.7,  9.10.2,  11.4.1.2,  Date of
   Commencement of the Work, Definition of 11.4.7, 11.4.8 8.1.2
Contractor's  Relationship  with the Architect Date of  Substantial  Completion,
   Definition of 1.1.2, 1.6, 3.1.3,  3.2.1,  3.2.2,  3.2.3, 3.3.1, 3.4.2, 3.5.1,
   3.7.3, 8.1.3 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2,  4.1.3, 4.2, 4.3.4,  4.4.1,
   Day,  Definition of 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, .5, 9.7, 9.8,
   9.9, 8.1.4 10.2.6,  10.3,  11.3,  11.4.7,  12, 13.4.2,  13.5 Decisions of the
   Architect
Contractor's Representations                                           4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,
4.4.6,
   1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2                    4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4,
9.9.1,
Contractor's Responsibility for Those Performing the Work              13.5.2, 14.2.2, 14.2.4
   3.3.2,  3.18, 4.2.3,  4.3.8,  5.3.1,  6.1.3, 6.2, 6.3, 9.5.1, 10 Decisions to
Withhold Certification Contractor's Review of Contract Documents 9.4.1, 9.5,9.7,
14.1.1.3
   1.5.2, 3.2, 3.7.3                                                Defective or Nonconforming Work, Acceptance, Rejection and
Contractor's Right to Stop the Work                                 Correction of
     9.7 2.3, 2.4, 3.5.1,  4.2.6,  6.2.5,  9.5.1,  9.5.2,  9.6.6,  9.8.2, 9.9.3,
Contractor's Right to Terminate the Contract 9.10.4, 12.2.1, 13.7.1.3
     4.3.10,  14.1 Defective Work,  Definition of Contractor's  Submittals 3.5.1
      3.10,3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, Definitions
     9.8.3,9.9.1,9.10.2,9.10.3,  11.1.3,11.5.2  1.1, 2.1.1, 3.1, 3.5.1,  3.12.l,
3.12.2,  3.12.3,  4.l.1, 4.3.1, 5.1,  Contractor's  Superintendent 6.1.2, 7.2.1,
7.3.1, 7.3.6, 8.1, 9.1, 9.8.1
      3.9, 10.2.6                                                   Delays and Extensions of Time
 Contractor's  Supervision and  Construction  Procedures  3.2.3,  4.3.1,  4.3.4,
     4.3.7,  4.4.5,  5.2.3,  7.2.1,  7.3.1,  7.4.1,  1.2.2,  3.3, 3.4,  3.12.10,
     4.2.2,4.2.7,  4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2,
     10.6.1, 14.3.2 7.3.4, 7.3.6, 8.2, 10,12, 14 Disputes
 Contractual Liability Insurance                                         4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8 11.1.1.8, 11.2, 11.3
     Documents and Samples at the Site
 Coordination and Correlation                                            3.11
      1.2, 1.5.2,  3.3.1,  3.10, 3.12.6,  6.1.3,  6.2.1 Drawings,  Definition of
Copies Furnished of Drawings and Specifications 1.1.5
     1.6, 2.2.5, 3.11                                              Drawings and Specifications, Use and Ownership of Copyrights
1.1.1, 1.3, 2.2.5, 3.11, 5.3
     1.6, 3.17 Effective Date of Insurance Correction of Work 8.2.2, 11.1.2 2.3,
      2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2,  12.2,  Emergencies
      13.7.1.3 4.3.5, 10.6, 14.1.1.2
Correlation and Intent of the Contract Documents                    Employees, Contractor's
     1.2                                                                3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,
Cost, Definition of                                                    11.1.1, 11.4.7, 14.1,14.2.1.1
     7.3.6                                                          Equipment, Labor, Materials and
Costs                                                                  1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,
4.2.6,
   2.4, 3.2.3,  3.7.4,  3.8.2,  3.15.2,  4.3, 5.4.2, 6.1.1, 6.2.3, 4.2.7, 5.2.1,
6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1,
   7.3.3.3,  7.3.6,  7.3.7,  7.3.8,  9.10.2,  10.3.2,  10.5, 11.3, 11.4, 10.2.4,
   14.2.1.2 12.1, 12.2.1,12.2.4,13.5,14 Execution and Progress of the Work
Cutting and Patching                                                   1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7,
3.10,
    6.2.5, 3.14 3.12, 3.14, 4.2.2,  4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5,
Damage to Construction of Owner or Separate Contractors 9.9.1, 10.2, 10.3, 12.2,
14.2, 14.3
   3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4,      Extensions of Time
      12.2.4                                                   3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1,
9.5.1,
Damage to the Work                                                     9.7.1, 10.3.2, 10.6.1, 14.3.2
   3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4              Failure of Payment
Damages, Claims for 4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6 3.2.3,
    3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, Faulty Work



<PAGE>




   (See Defective or Nonconforming Work)                               9.9.1, 11.4.1.5
Final Completion and Final Payment                                  Insurance Companies, Settlement with
   4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2,  11.1.3,  11.4.1,  11.4.5,  11.4.10
   12.3.1, 13.7, 14.2.4, 14.4.3 Intent of the Contract Documents
Financial Arrangements, Owner's                                        1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
   2.2.1, 13.2.2, 14.1.1.5                                          Interest
Fire and Extended Coverage Insurance                                   13.6
     11.4                                                           Interpretation
GENERAL PROVISIONS                                                       1.2.3, 1.4,4.1.1,4.3.1, 5.1, 6.1.2, 8.1.4
      I                                                            Interpretations, Written
Governing Law                                                            4.2.11, 4.2.12, 4.3.6
     13.1                                                           Joinder and Consolidation of Claims Required
Guarantees (See Warranty)                                              4.6.4
Hazardous Materials                                                 Judgment on Final Award
   10.2.4, 10.3, 10.5                                                  4.6.6
Identification of Contract Documents                                Labor and Materials, Equipment
      1.5.1 1.1.3, 1.1.6, 3.4, 3.5.1,  3.8.2,  3.8.3, 3.12, 3.13, 3.15.1,  42.6,
Identification  of  Subcontractors  and Suppliers 4.2.7,  5.2.1,  6.2.1,  7.3.6,
9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1,
   5.2.1                                                               10.2.4, 14.2.1.2
Indemnification                                                     Labor Disputes
   3.17, 3.18,9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7                   8.3.1
Information and Services Required of the Owner                      Laws and Regulations
   2.1.2, 2.2, 3.2.1, 3.12.4,  3.12.10,  4.2.7, 4.3.3, 6.1.3, 6.1.4, 1.6, 3.2.2,
   3.6, 3.7, 3.12.10,  3.13,  4.1.1,  4.4.8, 4.6, 9.6.4,  6.2.5,  9.3.2,  9.6.1,
   9.6.4, 9.9.2,  9.10.3,  10.3.3,  11.2, 11.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1,
   13.4, 13.5.1, 13.5.2, 13.6, 14 13.5.1, 13.5.2, 14.1.1.4, 14.1.4 Liens
Injury or Damage to Person or Property                                 2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10
   4.3.8, 10.2, 10.6                                                Limitation on Consolidation or Joinder
Inspections 4.6.4 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3,
   Limitations, Statutes of 9.9.2, 9.10.1, 12.2.1, 13.5 4.6.3, 12.2.6, 13.7
Instructions to Bidders                                             Limitations of Liability
      1.1.1 2.3, 3.2.1,  3.5.1,  3.7.3,  3.12.8,  3.12.10,  3.17,  3.18,  4.2.6,
Instructions  to the Contractor  4.2.7,  4.2.12,  6.2.2,  9.4.2,  9.6.4,  9.6.7,
9.10.4, 10.3.3,
   3.2.3,  3.3.1,  3.8.1,  4.2.8,  5.2.1,7,  12, 8.2.2,  13.5.2 10.2.5,  11.1.2,
11.2.1, 11.4.7, 12.2.5, 13.4.2 Insurance Limitations of Time
   3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 9.10.5, 2.1.2, 2.2,
2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7,
   11 4.3, 4.4, 4.5, 4.6,  5.2,  5.3,  5.4,  6.2.4,  7.3, 7.4, 8.2, 9.2,  9.3.1,
Insurance,  Boiler and Machinery  9.3.3,  9.4.1,  9.5, 9.6, 9.7, 9.8, 9.9, 9.10,
11.1.3, 11.4.1.5,
   11.4.2                                                              11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14
Insurance, Contractor's Liability                                   Loss of Use Insurance
   11.1                                                                11.4.3
Insurance, Effective Date of                                        Material Suppliers
    8.2.2, 11.1.2                                                       1.6, 3.12.1, 4.2.4,4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
Insurance, Loss of Use                                              Materials, Hazardous
      11.4.3                                                              10.2.4, 10.3, 10.5
Insurance, Owner's Liability                                       Materials, Labor, Equipment and
    11.2 1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13,  Insurance,
Project Management  Protective  Liability 3.15.1,  4.2.6,  4.2.7,  5.2.1, 6.2.1,
7.3.6, 9.3.2, 9.3.3, 9.5.1.3,
    11.3                                                                 9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Insurance, Property                                                 Means, Methods, Techniques, Sequences and Procedures of
   10.2.5, 11.4                                                     Construction
Insurance, Stored Materials                                            3.3.1, 3.12.10, 4.2.2,4.2.7, 9.4.2
   9.3.2, 11.4.1.4                                                  Mechanic's Lien
INSURANCE AND BONDS                                                    4.4.8
   11                                                               Mediation
Insurance Companies, Consent to Partial Occupancy                      4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1, 10.5


<PAGE>


Minor Changes in the Work                                             11.4.3
   1.1.1,   3.12.8,   4.2.8,   4.3.6,   7.1,  7.4  Owner's   Relationship   with
Subcontractors  MISCELLANEOUS  PROVISIONS 1.1.2,  5.2, 5.3, 5.4, 9.6.4,  9.10.2,
14.2.2
   13                                                              Owner's Right to Carry Out the Work
Modifications, Definition of                                         2.4, 12.2.4. 14.2.2.2
1.1.1 Owner's Right to Clean Up
Modifications to the Contract                                           6.3
      1.1.1, 1.1.2, 3.7.3,3.11,4.1.2,4.2.1,5.2.3,7, 8.3.1, 9.7, Owner's Right to
      Perform Construction and to Award Separate 10.3.2, 11.4.1 Contracts
Mutual Responsibility                                                   6.1
     6.2                                                           Owner's Right to Stop the Work
Nonconforming Work, Acceptance of                                     2.3
   9.6.6, 9.9.3, 12.3                                              Owner's Right to Suspend the Work
Nonconforming Work, Rejection and Correction of                       14.3
   2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4,  12.2.1,  Owner's
      Right to Terminate the Contract 13.7.1.3 14.2
Notice Ownership and Use of Drawings,  Specifications and Other 2.2.1, 2.3, 2.4,
   3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, Instruments of Service 4.6.5,
   5.2.1,   8.2.2,  9.7,  9.10,   10.2.2,   11.1.3,   11.4.6,   12.2.2,   1.1.1,
   1.6,2.2.5,3.2.1,  3.11.1,  3.17.1,  4.2.12, 5.3 12.2.4, 13.3, 13.5.1, 13.5.2,
   14.1, 14.2 Partial Occupancy or Use
Notice, Written 9.6.6, 9.9, 11.4.1.5 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3,
   4.4.8, 4.6.5, 5.2.1,  Patching,  Cutting and 8.2.2, 9.7, 9.10, 10.2.2,  10.3,
   11.1.3, 11.4.6, 12.2.2, 12.2.4, 3.14,6.2.5 13.3,14 Patents
Notice of Testing and Inspections                                     3.17
    13.5.1, 13.5.2                                                 Payment, Applications for
Notice to Proceed                                               4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1,
      8.2.2                                                             9.10.3,9.10.5, 11.1.3, 14.2.4, 14.4.3
Notices, Permits, Fees and                                         Payment, Certificates for
   2.2.2,  3.7, 3.13,  7.3.6.4,  10.2.2 4.2.5,  4.2.9,  9.3.3,  9.4, 9.5, 9.6.1,
9.6.6, 9.7.1, 9.10.1, Observations, Contractor's 9.10.3, 13.7, 14.1.1.3, 14.2.4
   1.5.2, 3.2, 3.7.3, 4.3.4                                        Payment, Failure of
Occupancy                                                             4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
   2.2.2, 9.6.6, 9.8, 11.4.1.5                                     Payment, Final
Orders, Written                                                       4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,
11.4.5,
    1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2,  12.3.1, 13.7,
      14.2.4, 14.4.3 14.3.1 Payment Bond, Performance Bond and
OWNER                                                                  7.3.6.4, 9.6.7, 9.10.3, 11.4.9,11.5
  2                                                                 Payments, Progress
Owner, Definition of                                                   4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
    2.1                                                             PAYMENTS AND COMPLETION
 Owner, Information and Services Required of the                         9
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4,     Payments to Subcontractors
   6.2.5,  9.3.2,  9.6.1,  9.6.4,  9.9.2,  9.10.3,  10.3.3,  11.2, 11.4,  5.4.2,
   9.5.1.3,  9.6.2,  9.6.3,  9.6.4,  9.6.7,  11.4.8,  14.2.1.2  13.5.1,  13.5.2,
   14.1.1.4, 14.1.4 PCB
Owner's Authority                                                      10.3.1
     1.6,  2.1.1,  2.3,  2.4,  3.4.2,  3.8.1,  3.12.10,  3.14.2,  4.1.2,  4.1.3,
     Performance Bond and Payment Bond 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4,
     5.4.1, 6.1, 6.3, 7.2.1, 7.3.6.4,  9.6.7, 9.10.3, 11.4.9, 11.5 7.3.1, 8.2.2,
     8.3.1,  9.3.1,  9.3.2,  9.5.1, 9.9.1,  9.10.2,  10.3.2,  Permits,  Fees and
     Notices 11.1.3,  11.3.1,  11.4.3,  11.4.10,  12.2.2,  12.3.1, 13.2.2, 14.3,
     2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
    14.4                                                            PERSONS AND PROPERTY, PROTECTION OF
 Owner's Financial Capability                                            10
     2.2.1, 13.2.2, 14.1.1.5                                        Polychlorinated Biphenyl
 Owner's Liability Insurance                                             10.3.1
     11.2                                                           Product Data, Definition of
 Owner's Loss of Use Insurance                                           3.12.2



<PAGE>




Product Data and Samples,  Shop Drawings  Safety  Precautions and Programs 3.11,
   3.12, 4.2.7 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6
Progress and Completion                                             Samples, Definition of
   4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4                               3.12.3
Progress Payments                                                   Samples, Shop Drawings, Product Data and
   4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3                        3.11, 3.12,4.2.7
Project, Definition of the                                          Samples at the Site, Documents and
      1.1.4                                                             3.11
Project Management Protective Liability Insurance                   Schedule of Values
     11.3                                                                9.2,9.3.1
Project Manual, Definition of the                                  Schedules, Construction
     1.1.7                                                               1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Project Manuals                                                     Separate Contracts and Contractors
     2.2.5 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, Project
Representatives 12.1.2, 12.2.5
      4.2.10 Shop Drawings, Definition of Property Insurance 3.12.1 10.2.5, 11.4
     Shop Drawings, Product Data and Samples PROTECTION OF PERSONS AND
PROPERTY 3.11, 3.12,4.2.7
      10                                                            Site, Use of
 Regulations and Laws                                                    3.13, 6.1.1, 6.2.1
     1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4,             Site Inspections
     9.9.1,  10.2.2,  11.1, 11.4, 13.1, 13.4,  13.5.1,  13.5.2,  13.6, 14 1.2.2,
 3.2.1,  3.3.3,  3.7.1, 4.2, 4.3.4,  9.4.2,  9.10.1, 13.5 Rejection of Work Site
 Visits, Architect's
     3.5.1, 4.2.6, 12.2.1                                                4.2.2,4.2.9,4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
 Releases and Waivers of Liens                                      Special Inspections and Testing
     9.10.2                                                              4.2.6, 12.2.1, 13.5
Representations                                                     Specifications, Definition of the
     1.5.2,  3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 1.1.6
     9.10.1                                                         Specifications, The
Representatives                                                        1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17
   2.1.1, 3.1.1, 3.9,4.1.1,4.2.1,4.2.10, 5.1.1, 5.1.2, 13.2.1       Statute of Limitations
Resolution of Claims and Disputes                                      4.6.3, 12.2.6, 13.7
  4.4, 4.5, 4.6                                                     Stopping the Work
Responsibility for Those Performing the Work 2.3, 4.3.6,  9.7, 10.3, 14.1 3.3.2,
   3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10 Stored Materials
Retainage                                                              6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4
   9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3                       Subcontractor, Definition of
Review of Contract Documents and Field Conditions by                   5.1.1
Contractor                                                          SUBCONTRACTORS
    1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3                                   5
Review of Contractor's Submittals by Owner and Architect            Subcontractors, Work by
    3.10.1,  3.10.2,  3.11,  3.12,  4.2, 5.2,  6.1.3,  9.2, 9.8.2 1.2.2,  3.3.2,
3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Review of Shop Drawings,  Product
Data and Samples by Subcontractual  Relations Contractor 5.3, 5.4, 9.3.1.2, 9.6,
9.10 10.2.1, 11.4.7, 11.4.8, 14.1,
    3.12                                                               14.2.1, 14.3.2
Rights and Remedies                                                 Submittals
   1.1.2, 2.3, 2.4, 3.5.1, 3.15.2,  4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 1.6, 3.10,
3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8,
   6.1, 6.3, 7.3.1,  8.3, 9.5.1,  9.7,  10.2.5,  10.3,  12.2.2,  12.2.4,  9.9.1,
   9.10.2, 9.10.3, 11.1.3 13.4, 14 Subrogation, Waivers of
Royalties, Patents and Copyrights                                      6.1.1, 11.4.5, 11.4.7
   3.17                                                             Substantial Completion
Rules and Notices for Arbitration                                        4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,
9.10.4.2,
   4.6.2                                                                 12.2, 13.7
Safety of Persons and Property                                      Substantial Completion, Definition of
      10.2, 10.6                                                         9.8.1



<PAGE>




Substitution of Subcontractors                                        11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14
    5.2.3, 5.2.4                                                   Time Limits on Claims
Substitution of Architect                                             4.3.2,4.3.4, 4.3.8,4.4,4.5,4.6
      4.1.3                                                         Title to Work
Substitutions of Materials                                            9.3.2, 9.3.3
   3.4.2, 3.5.1, 7.3.7                                             UNCOVERING AND CORRECTION OF WORK
Sub-subcontractor, Definition of                                      12
      5.1.2                                                        Uncovering of Work
Subsurface Conditions                                                  12.1
     4.3.4                                                         Unforeseen Conditions
Successors and Assigns                                                  4.3.4, 8.3.1, 10.3
     13.2                                                          Unit Prices
Superintendent                                                        4.3.9, 7.3.3.2
   3.9, 10.2.6                                                     Use of Documents
Supervision and Construction Procedures                               1.1.1, 1.6, 2.2.5, 3.12.6, 5.3
    1.2.2, 3.3, 3.4, 3.12.10,  4.2.2,  4.2.7,  4.3.3,  6.1.3, 6.2.4, Use of Site
   7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14 3.13, 6.1.1, 6.2.1
Surety                                                             Values, Schedule of
   4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2                      9.2, 9.3.1
Surety, Consent of                                                 Waiver of Claims by the Architect
   9.10.2, 9.10.3                                                      13.4.2
Surveys                                                            Waiver of Claims by the Contractor
      2.2.3.                                                            4.3.10,9.10.5, 11.4.7, 13.4.2
Suspension by the Owner for Convenience                            Waiver of Claims by the Owner
     14.4                                                               4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7,
12.2.2.1,
Suspension of the Work                                                13.4.2, 14.2.4
   5.4.2, 14.3                                                     Waiver of Consequential Damages
Suspension or Termination of the Contract                             4.3.10, 14.2.4
   4.3.6, 5.4.1.1, 11.4.9, 14                                      Waiver of Liens
Taxes                                                                 9.10.2, 9.10.4
   3.6, 3.8.2.1, 7.3.6.4                                           Waivers of Subrogation
Termination by the Contractor                                         6.1.1, 11.4.5, 11.4.7
   4.3.10, 14.1                                                    Warranty
Termination by the Owner for Cause                                      3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,
   4.3.10, 5.4.1.1, 14.2                                              13.7.1.3
Termination of the Architect                                       Weather Delays
   4.1.3                                                              4.3.7.2
Termination of the Contractor                                      Work, Definition of
    14.2.2                                                             1.1.3
TERMINATION OR SUSPENSION OF THE CONTRACT                          Written Consent
   14 1.6, 3.4.2, 3.12.8,  3.14.2,  4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, Tests and
Inspections 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
   3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, Written Interpretations
   10.3.2, 11.4.1.1, 12.2.1,13.5                                      4.2.11,4.2.12,4.3.6
TIME                                                               Written Notice
   8 2.3, 2.4, 3.3.1, 3.9, 3.12.9,  3.12.10,  4.3, 4.4.8,  4.6.5,  5.2.1,  Time,
Delays and Extensions of 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2,
12.2.4,
   3.2.3,  4.3.1,  4.3.4,  4.3.7,  4.4.5,  5.2.3,  7.2.1, 7.3.1, 7.4.1, 13.3, 14
   7.5.1, 8.3,9.5.1,9.7.1,10.3.2, 10.6.1, 14.3.2 Written Orders
Time Limits 1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 2.1.2,
   2.2, 2.4, 3.2.1,  3.7.3,  3.10, 3.11, 3.12.5,  3.15.1,  4.2, 14.3.1 4.3, 4.4,
   4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5,
   9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5,

</TABLE>


     ARTICLE I GENERAL PROVISIONS
     1.1  BASIC DEFINITIONS
     1.1.1    THE CONTRACT DOCUMENTS
     The  Contract   Documents  consist  of  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, Instructions 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
     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.

     1.3  CAPITALIZATION
     1.3.1 Terms capitalized in these General Conditions include those which are
(1) specifically defined, (2) the titles of


<PAGE>


     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.  Execution of the
     Contract by the Owner is a representation  that the Owner has made adequate
     arrangements  to fund  the  Project  and has  performed  or  fulfilled  any
     requirements or conditions for commencement of the Project except for those
     requirements   and   conditions   which  by  the  terms   hereof   are  the
     responsibility of the Contractor.

     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 to 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.

     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


<PAGE>


     evidence  has been  furnished,  the Owner  shall not  materially  vary such
     financial  arrangements  without prior notice to the Contractor.  - Without
     limitin2.ih~  foregoin2.  the Owner shall  provide  evidence  of  financial
     arran2ements in each instance of a Chan2e Order that increases the Contract
     Sum by $25.000 or more.

     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 and within the period of time reasonably requested.

     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 OWNERS 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  seven-day  period.  If the
     Contractor within such seven-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
     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 by activities or duties of
     the Architect in the Architect's  administration of the Contract, but shall
     be  entitled  to rely upon  tests,  inspections  or  approvals  required or
     performed by the Architect, Owner, or consultants of either of them.


     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  without
     justification  fails to perform the obligations of Subparagraphs  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
     Architect9wnea~-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 Subcontractors.

     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.

     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 with the consent of the Owner,
     after evaluation by the Architect and in accordance with a Change Order. or
     by  advising  the  Architect  of  any   substitution   in  accordance  with
     sub-paragraph  3.12.8 and  receiving  approval  from the Architect for such
     submittal thereafter.

     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.


<PAGE>


     3.5 WARRANTY
     3.5.1 The Contractor warrants to the Owner 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  or  inappropriate  design  criteria.
     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 go into effect.

     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 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 clearly
     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,
     statutes,  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 to the Contractor of materials
                  and  equipment  delivered at the site and all required  taxes,
                  less applicable trade discounts;

              .2  Contractor's  costs for  unloading  and  handling at the site,
                  labor, installation costs, overhead, profit and other expenses
                  contemplated for stated allowance amounts shall be included in
                  the Contract Sum but not 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.

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


<PAGE>




     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.  The Architect
     shall review and take  appropriate  action on submittals in accordance with
     such  schedules  or.  where not depicted on the  schedules.  within 14 days
     after receipt thereof.

     3.11     DOCUMENTS AND SAMPLES AT THE SITE
     3.11.1 The  Contractor  shall 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 Drawings,  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.

     3.12.5  The  Contractor  shall  review  for  compliance  with the  Contract
     Documents, approve 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
     and approved by the  Contractor  may be returned by the  Architect  without
     action.

     3.12.6 By approving and 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.




<PAGE>




     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 (I) the  Architect has given written  approval to the
     specific  deviation as a minor change in the Work, or (2) the Architect has
     with knowledge of any deviation  approved such  submittal,  or (3) 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 Architect,  upon  completion of the Drawings and
    Specifications, shall notify the Owner and Contractor of all items for which
    the Contract  Documents  require the Contractor to furnish  architecture  or
    engineering  services.  -  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- and for coordination with other applicable  design elements.  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 materials 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.

     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
     from  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


<PAGE>


     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 Owner
     shall  defend suits or claims for  infringement  of  copyrights  and patent
     rights and shall hold the  Contractor  and 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 Commercial General 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.

     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


<PAGE>


    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.  except  where  such  failure  is due  to a  directive  from  the
    Architect.  . 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 specially  authorized,  the Owner and Contractor shall endeavor to
    communicate  with each other  through  the  Architect  or shall  provide the
    Architect  with  contemporaneous  conies of any such direct  communications.
    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 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.
<PAGE>

    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.

     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 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.  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 determined in accordance with sub-paragraph 7.3.6.


<PAGE>



    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 Clams  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  where  such  estimate  and effect can be
    reasonably  estimated  at the time of  making  the  claim.  In the case of a
    continuing delay only one Claim is necessary.



<PAGE>


    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, 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 persons; 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 Decision of Architect.  Claims,  including those alleging an error or
     omission by the Architect but excluding those arising under Paragraphs 10.3
     through 10.5, shall be referred initially to the Architect for decision. An
     initial  decision  by  the  Architect  shall  be  required  as a  condition
     precedent to mediation, arbitration or litigation of all Claims between the
     Contractor and Owner arising prior to the date final payment is due, unless
     30 days have passed after the Claim has been referred to the Architect with
     no decision  having been rendered by the Architect.  The Architect will not
     decide  disputes  between the Contractor and persons or entities other than
     the Owner.

    4.4.2 The Architect will review Claims and within ten days of the receipt of
    the Claim take one or more of the following actions:  (1) request additional
    supporting  data from the claimant or a response with  supporting  data from
    the other party,  (2) reject the Claim in whole or in part,  (3) approve the
    Claim,  (4)  suggest  a  compromise,  or (5)  advise  the  parties  that the
    Architect is unable to resolve the Claim if the Architect  lacks  sufficient
    information  to  evaluate  the  merits  of the  Claim  or if  the  Architect
    concludes  that,  in  the   Architect's   sole   discretion,   it  would  be
    inappropriate for the Architect to resolve the Claim.

    4.4.3 In evaluating  Claims,  the Architect  may, but shall not be obligated
    to, consult with or seek  information from either party or from persons with
    special  knowledge or expertise  who may assist the Architect in rendering a
    decision. The Architect may request the Owner to authorize retention of such
    persons at the Owner's expense.

    4.4.4 If the Architect  requests a party to provide a response to a Claim or
    to furnish additional supporting data, such party shall respond,  within ten
    days after receipt of such request,  and shall either  provide a response on
    the requested  supporting  data,  advise the Architect  when the response or
    supporting data will be furnished or advise the Architect that no supporting
    data will be furnished.  Upon receipt of the response or supporting data, if
    any, the  Architect  will either  reject or approve the Claim in whole or in
    part.

    4.4.5 The Architect will approve or reject Claims by written decision, which
    shall state the reasons  therefor  and which shall notify the parties of any
    change  in the  Contract  Sum or  Contract  Time or both.  The  approval  or
    rejection  of a Claim by the  Architect  shall be final and  binding  on the
    parties but subject to mediation and arbitration.



<PAGE>


    4.4.6 When a written  decision of the Architect states that (1) the decision
    is final but  subject  to  mediation  and  arbitration  and (2) a demand for
    arbitration  of a Claim covered by such decision must be made within 30 days
    after the date on which the  party  making  the  demand  receives  the final
    written decision,  then failure to demand  arbitration  within said 30 days'
    period shall result in the Architect's  decision  becoming final and binding
    upon the Owner and  Contractor.  If the Architect  renders a decision  after
    arbitration proceedings have been initiated, such decision may be entered as
    evidence,  but  shall  not  supersede  arbitration  proceedings  unless  the
    decision is acceptable to all parties concerned.

    4.4.7  Upon  receipt  of a  Claim  against  the  Contractor  or at any  time
    thereafter,  the Architect or the Owner may, but is not obligated to, notify
    the  surety,  if any,  of the nature  and amount of the Claim.  If the Claim
    relates to a possibility  of a  Contractor's  default,  the Architect or the
    Owner may,  but is not  obligated  to,  notify the  surety and  request  the
    surety's assistance in resolving the controversy.

4.4.8If a Claim  relates to or is the subject of a  mechanic's  lien,  the party
     asserting  such Claim may  proceed in  accordance  with  applicable  law to
     comply with the lien notice or filing  deadlines prior to resolution of the
     Claim by the Architect, by mediation or by arbitration.

4.4.9    MEDIATION
     4.5.1 Any Claim  arising  out of or  related  to the  Contract,  may,  upon
     agreement of the Contractor and Owner, be submitted to mediation.

     4.5.2 The parties  shall  endeavor  to resolve  their  Claims by  mediation
     which, unless the parties mutually agree otherwise,  shall be in accordance
     with the Construction  Industry Mediation Rules of the American Arbitration
     Association  currently in effect.  Request for mediation  shall be filed in
     writing  with the  other  party  to the  Contract  and  with  the  American
     Arbitration  Association.  The  request may be made  concurrently  with the
     filing of a demand for arbitration.

     4.5.3 The  parties  shall  share the  mediator's  fee and any  filing  fees
     equally.  The  mediation  shall be held in the place  where the  Project is
     located,  unless  another  location is  mutually  agreed  upon.  Agreements
     reached in mediation  shall be enforceable as settlement  agreements in any
     court having jurisdiction thereof.

     4.6 ARBITRATION
     4.6.1 Any Claim  arising out of or related to the  Contract,  except Claims
     relating to  aesthetic  effect and except  those  waived as provided for in
     Subparagraphs  4.3.10,  9.10.4 and  9.10.5,  shall,  after  decision by the
     Architect or 30 days after  submission  of the Claim to the  Architect,  be
     subject to arbitration.

     4.6.2  Claims not  resolved by  mediation  shall be decided by  arbitration
     which, unless the parties mutually agree otherwise,  shall be in accordance
     with  the  Construction   Industry   Arbitration   Rules  of  the  American
     Arbitration  Association  currently in effect.  The demand for  arbitration
     shall be filed in writing with the other party to the Contract and with the
     American  Arbitration  Association,  and a copy  shall  be  filed  with the
     Architect.

     4.6.3 A demand  for  arbitration  shall  be made  within  the  time  limits
     specified  in  Subparagraphs  4.4.6 and 4.6.1 as  applicable,  and in other
     cases within a reasonable time after the Claim has arisen,  and in no event
     shall it be made  after the date  when  institution  of legal or  equitable
     proceedings  based on such Claim would be barred by the applicable  statute
     of limitations as determined pursuant to Paragraph 13.7.

     4.6.4 Limitation on Consolidation or Joinder. Arbitration arising out of or
     relating to the Contract may include, by consolidation or joinder or in any
     other manner, the Architect,  the Architect's employees or consultants.  No
     arbitration  shall  include,  by  consolidation  or joinder or in any other
     manner,  parties other than the Owner,  Contractor,  Architect,  a separate
     contractor  as  described  in  Article  6 and other  persons  substantially
     involved in a common  question of fact or law whose presence is required if
     complete relief is to be accorded in arbitration. No person or entity other
     than the Owner, Contractors Architect or a separate contractor as described
     in Article 6 shall be included as an original



<PAGE>


     third party or additional  third party to an arbitration  whose interest or
     responsibility  is  insubstantial.  Consent  to  arbitration  involving  an
     additional person or entity shall not constitute  consent to arbitration of
     a Claim not  described  therein  or with a person  or  entity  not named or
     described  therein.   The  foregoing   agreement  to  arbitrate  and  other
     agreements to arbitrate with an additional  person or entity duly consented
     to by parties to the  Agreement  shall be  specifically  enforceable  under
     applicable law in any court having jurisdiction thereof.

     4.6.5 Claims and Timely  Assertion of Claims.  The party filing a notice of
     demand for  arbitration  must assert in the demand all Claims then known to
     that party on which arbitration is permitted to be demanded.

     4.6.6  Judgment on Final Award.  The award  rendered by the  arbitrator  or
     arbitrators  shall  be  final,  and  judgment  may  be  entered  upon  it m
     accordance with applicable law in any court having jurisdiction thereof.

     4.6.7 The  prevailing  party shall be  entitled  to recover its  reasonable
     attorneys' fees and expenses incurred in arbitration and/or litigation.

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.

     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.

     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



<PAGE>


     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


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
     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 Other until  subsequently  revised.  The  Contract Sum and Contract
     Time  shall  be  equitably  adjusted  for  any  charges  arising  from  the
     activities provided for in Paragraphs 6.1 and 6.2.

     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, II 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.



<PAGE>


     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 be  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.

     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 or 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 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;

              .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  field office  personnel and
                  field office costs 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. 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.




<PAGE>


     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 upon which the Work
     has achieved the standards set forth in sub-paragraph 9.8.1.

     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.

     8.3 DELAYS AND EXTENSIONS OF TIME
     8.3.1 If the  Contractor  is  delayed  at any 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 which the  Architect  determines  may
     justify delay, then the Contract Time shall be extended by Change Order for
     such time as completion of the Work has been delayed.

     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 or other amounts to which the Contractor may become entitled in
     accordance with the terms hereof,  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 Payment, the Contractor shall submit
     to the Architect 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 Architect may



<PAGE>


     reasonably  require.  This schedule,  unless  objected to by the Architect,
     shall be used as a basis for reviewing the  Contractor's  Applications  for
     Payment.

     9.3 APPLICATIONS FOR PAYMENT
     9.3.1 At least  ten days  before  the date  established  for each  progress
     payment,   the  Contractor  shall  submit  to  the  Architect  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  or  Architect  may  reasonably  require,   such  as  copies  of
     requisitions from  Subcontractors  and material  suppliers,  and reflecting
     retainage if provided for in the Contract Documents.

     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 or has been  performed  by the
     Contractor.

     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 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  for Payment have
     been previously  issued and payments  received from the Owner shall, to the
     best of the Contractor's  knowledge,  information and belief, except as the
     Contractor  may  advise  the  Owner 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
     9.4.1  The  Architect  will,   within  seven  days  after  receipt  of  the
     Contractor's   Application  for  Payment,  either  issue  to  the  Owner  a
     Certificate for Payment, with a copy to the Contractor,  for such amount as
     the  Architect  determines is properly  due, or notify the  Contractor  and
     Owner in writing of the Architect's  reasons for withholding  certification
     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
     9.5.1 The Architect  may withhold a Certificate  for Payment in whole or in
     part,  to the extent  reasonably  necessary  to protect  the Owner,  if the
     representations to the Owner required by Subparagraph 9.4.2 cannot be made.
     If the  Architect  is  unable  to  certify  payment  in the  amount  of the
     Application, the Architect will notify the Contractor and Owner as



<PAGE>


     provided in  Subparagraph  9.4.1.  If the Contractor  and Architect  cannot
     agree on a revised amount,  the Architect will promptly issue a Certificate
     for  Payment  for the amount for which the  Architect  is able to make such
     representations to the Owner. The Architect may also withhold a Certificate
     for Payment or, because of subsequently  discovered  evidence,  may nullify
     the whole or a part of a Certificate for Payment previously issued, to such
     extent as may be necessary in the Architect'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
                  probable 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
     9.6.1 After the Architect has issued a Certificate  for Payment,  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 Architect and
     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 to 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 Subparagraphs 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.



<PAGE>


     9.7 FAILURE OF PAYMENT
     9.7.1 If the Architect does not issue a Certificate for Payment, through no
     fault  of  the   Contractor,   within  seven  days  after  receipt  of  the
     Contractor's  Application  for  Payment,  or if the Owner  does not pay the
     Contractor  within  seven days after the date  established  in the Contract
     Documents the amount  certified by the Architect or awarded by arbitration,
     then the Contractor may, upon three  additional days' written notice to the
     Owner and  Architect,  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 notify the Architect.  who 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 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. 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.

     9.9 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 notify the Architect who 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.



<PAGE>


     9.10     FINAL COMPLETION AND FINAL PAYMENT
     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 Architect will promptly make such inspection and, if the Work
     is  acceptable  under  the  Contract   Documents  and  the  Contract  fully
     performed,  the  Architect  will  promptly  issue a final  Certificate  for
     Payment stating that to the best of the Architect's knowledge,  information
     and  belief,  and on  the  basis  of the  Architect'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  Certificate  is due and
     payable.  The Architect's  final  Certificate 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 Architect (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  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,
     and-the-Afehiteet-se-ees4ifess  the Owner shall,  upon  application  by the
     Contractor and certification by the Architect,  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 Architect 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 not constitute a waiver of claims  previously made
     in writing  except as  identified by that payee as settled or waived 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:



<PAGE>


              .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.

     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 foreseeable
     bodily injury or death to persons  resulting  from a material or substance,
     including but not limited to 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, 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

<PAGE>


     area if in fact the  material  or  substance  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) 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.

     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 on 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 the following limits:

Insert B:                           Per Occurrence            Aggregate
Insert C: Workmen's Compensation    Statutory                 Statutory
Insert D: Personal Injury           $                         $
Insert E: Property Damage           $                         $
Insert F: Automobile                $                         $
Insert G: Excess                    $                         $


     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 requiring the agent or company to furnish at least 30 days' prior
     written notice of  cancellation  or expiration 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.  Information  concerning
     reduction of coverage on account of revised limits or claims paid under the
     General  Aggregate,  or both,  shall be  furnished by the  Contractor  with
     reasonable  promptness in accordance with the Contractor's  information and
     belief.

     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     PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
     11.3.1  Optionally,  the Owner may require the  Contractor  to purchase and
     maintain  Project  Management   Protective  Liability  insurance  from  the
     Contractor's   usual   sources  as  primary   coverage   for  the  Owner's,
     Contractor's   and  Architect's   vicarious   liability  for   construction
     operations under the Contract.  Unless  otherwise  required by the Contract
     Documents,  the Owner shall  reimburse the  Contractor  by  increasing  the
     Contract Sum to pay the cost of purchasing  and  maintaining  such optional
     insurance  coverage,  and  the  Contractor  shall  not be  responsible  for
     purchasing  any other  liability  insurance  on behalf  of the  Owner.  The
     minimum limits of liability  purchased with such coverage shall be equal to
     the aggregate of the limits required for Contractor's  Liability  Insurance
     under Clauses 11.1.1.2 through 11.1.1.5.

     11.3.2 To the extent damages are covered by Project  Management  Protective
     Liability insurance,  the Owner,  Contractor and Architect waive all rights
     against each other for damages,  except such rights as they may have to the
     proceeds of such insurance.
     The policy shall provide for such waivers of  subrogation by endorsement or
     otherwise.

     11.3.3 The Owner  shall not require  the  Contractor  to include the Owner,
     Architect  or other  persons or  entities  as  additional  insureds  on the
     Contractor's Liability Insurance coverage under Paragraph 11.1.

     11.4     PROPERTY INSURANCE
     11.4.1 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.

     11.4.1.1 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, 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.

     11.4.1.2 If the Owner does not intend to purchase such  property  insurance
     required  by the  Contract  and with  all of the  coverages  in the  amount
     described  above, the Owner shall so inform the Contractor in writing prior
     to commencement of the Work. The Contractor may then effect insurance which
     will  protect  the  interests  of  the   Contractor,   Subcontractors   and
     Sub-subcontractors  in the Work, and by  appropriate  Change Order the cost
     thereof shall be charged to the Owner.  If the Contractor is damaged by the
     failure  or neglect  of the Owner to  purchase  or  maintain  insurance  as
     described above,  without so notifying the Contractor in writing,  then the
     Owner shall bear all reasonable costs properly attributable thereto.

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



<PAGE>


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

     11.4.1.5  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.

     11.4.2  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
     insureds.

     11.4.3  Loss of Use  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.

     11.4.4 If the Contractor requests in writing that insurance for risks other
     than those described  herein or other special causes of loss be included in
     the property insurance policy,  the Owner shall, if possible,  include such
     insurance,  and the cost  thereof  shall be  charged to the  Contractor  by
     appropriate Change Order.
                                                                              *

     11.4.5  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.

     11.4.6 Before an exposure to loss may occur,  the Owner shall file with the
     Contractor a copy of each policy that includes insurance coverages required
     by this Paragraph 11.4. Each policy shall contain all generally  applicable
     conditions,  definitions,  exclusions  and  endorsements  related  to  this
     Project.  Each policy 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
     Contractor.

     11.4.7 Waivers of  Subrogation.  The Owner and Contractor  waive all rights
     against (1) each other and any of their 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.

     11.4.8 A loss insured under Owner's property insurance shall be adjusted by
     the Owner as fiduciary  and made payable to the Owner as fiduciary  for 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 appropriate  agreements,  written where legally
     required for  validity,  shall require  Subcontractors  to make payments to
     their Sub-subcontractors in similar manner.

     11.4.9  If  required  in  writing  by a party  in  interest,  the  Owner as
     fiduciary  shall,  upon occurrence of an insured loss, give bond for proper
     performance  of the Owner's  duties.  The cost of  required  bonds shall be
     charged against proceeds received as fiduciary.  The Owner shall deposit in
     a separate account  proceeds so received,  which the Owner 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,  replacement  of damaged  property  shall be  performed by the
     Contractor  after  notification  of a Change in the Work in accordance with
     Article 7.

     11.4.10 The Owner as fiduciary 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  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 as fiduciary  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.

     11.5     PERFORMANCE BOND AND PAYMENT BOND
     11.5.1 The Owner shall have the right to require the  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. The cost of such bonds shall be added to the Contract Sum.

     11.5.2 Upon the request of any person or entity appearing to be a potential
     beneficiary  of bonds  coveting  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  the  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.

     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 NONCONFORMING 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 may 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  Commonwealth  of
Massachusetts.


     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 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.  but without
     waiving or reducing the Contractor's rights under the Contract Documents.

     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


<PAGE>


     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
     Subparagraphs  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,  inspection 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.

     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.       (Intentionally Omitted)

              3.  After  Substantial  Completion.  As to acts or failures to act
                  occurring  on  or  after  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
                  the date of any act or  failure  to act by the  Contractor  or
                  Owner.


ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT


<PAGE>


     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 Architect has not issued a Certificate for Payment
                  and  has  not  notified  the  Contractor  of  the  reason  for
                  withholding  certification as provided in Subparagraph  9.4.1,
                  or because the Owner has not made payment on a Certificate for
                  Payment within the time stated in the Contract Documents; 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; or

              .5  The Owner has failed to provide  information,  make decisions,
                  or furnish information required by the Contract Documents,  or
                  otherwise  is guilty of a  substantial  breach of the Contract
                  Documents.

     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  reasonable
     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:

              .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;



<PAGE>


              .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  shall pay the
     difference to the Owner.  The amount to be paid to 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  reasonable
     overhead and profit on the Work not executed.








<PAGE>




                            Plans and Specifications
                          Kronos Corporate Headquarters
                            Chelmsford, Massachusetts
                                February 22, 1999

Site Plans:            Daylor Consulting Group, Inc.             Dated

 1         Cover Sheet                                          02/04/99
 2         Existing Conditions Plan                             02/04/99
 3         Site Layout Plan                                     02/04/99
 4         Site Grading Plan                                    02/04/99
 5         Site Utility Plan                                    02/04/99
 6         Site Erosion Control Plan                            02/04/99
 7         Site Landscaping Plan                                02/04/99
 8         Site Lighting Plan                                   02/04/99
 9         Detail Sheet                                         02/04/99
10         Detail Sheet                                         02/04/99
11         Detail Sheet                                         02/04/99
12         Detail Sheet                                         02/04/99

Base Building


Architectural Plans:                   Spagnolo/Gisness & Associates

AO.0       Cover
AO.1       Legends, Schedules, Notes                             02/22/99
Al.l       First Floor Key Plan                                  02/22/99
Al.2       Second Floor Key Plan                                 02/22/99
Al.3       Third Floor Key Plan                                  02/22/99
Al.4       Roof Plan                                             02/22/99
A2.la      Partial First Floor Plan Side A                       02/22/99
A2.lb      Partial First Floor Plan Side B                       02/22/99
A2.2a      Partial Second Floor Plan Side A                      02/22/99
A2.2b      Partial Second Floor Plan Side B                      02/22/99
A2.3a      Partial Third Floor Plan Side A                       02/22/99
A2.3b      Partial Third Floor Plan Side B                       02/22/99
A3.l       North and South Elevations                            02/22/99
A3.2       East and West Elevations                              02/22/99
A4.l       Enlarged Elevation                                    02/22/99
A5.l       Wall and Building Sections                            02/22/99
A5.2       Wall & Building Sections                              02/22/99
AG.l       Enlarged Wall Section Details                         02/22/99
AG.2       Loading Dock wall elevations and Sections             02/22/99
AG.3       Roof Details                                          02/22/99
A7.l       Enlarged Plan Details                                 02/22/99
A7.2       Enlarged Plan Details                                 02/22/99
A8.l       Enlarged Stair Details                                02/22/99
A8.2       Enlarged Stair Details                                02/22/99
A9.l       Enlarged Elevator Details                             02/22/99
AlO.l Enlarged Toilet Core Details                               02/22/99
A12.l First Floor Reflected Ceiling Plan                         02/22/99
A12.2 Second Floor Reflected Ceiling Plan                        02/22/99
A12.3 Third Floor Reflected Ceiling Plan                         02/22/99





<PAGE>




Structural Drawings - McNamara/Salvia

81.00 General Notes                                               02/22/99
S2.00 Foundation Plan                                             02/22/99
S2.0l Second Floor Framing Plan                                   02/22/99
S2.02 Third Floor Framing Plan                                    02/22/99
S2.03 Roof Framing Plan                                           02/22/99
S2.04 Roof Screen Plan                                            02/22/99
S3.00 Column Schedule and Baseplate Details                       02/22/99
S3.0l Brace Frame Elevations and Details                          02/22/99
S4.00 Typical Concrete Details I                                  02/22/99
S4.0l Typical Concrete Details II                                 02/22/99
S4.02 Typical Concrete Details III                                02/22/99
S5.00 Typical Steel Details I                                     02/22/99
S5.01 Typical Steel Details II                                    02/22/99
SG.00 Spandrel Support Details                                    02/22/99
S7.00 Misc. Elevations, Sections and Details                      02/22/99

 Fire Protection:               Abbood/Holloran Associates

FPl.0   Fire Protection Legend & Diagrams                          02/22/99
FP2lA   Fire Protection Partial First Floor Plan A                 02/22/99
FP2.lB  Fire Protection Partial First Floor Plan B                 02/22/99
FP2.2A  Fire Protection Partial Second Floor Plan A                02/22/99
FP2.2B  Fire Protection Partial Second Floor Plan B                02/22/99
FP2.3A  Fire Protection Partial Third Floor Plan A                 02/22/99
FP2.3B  Fire Protection Partial Third Floor Plan B                 02/22/99

Plumbing:         Abbood/Holloran Associates

P1.0  Plumbing Legend and Diagrams                                  02/22/99
P2.la Plumbing First Floor Plan                                     02/22/99
P2.lb Plumbing First Floor Plan                                     02/22/99
P2.2a Plumbing Second Floor Plan                                    02/22/99
P2.2b Plumbing Second Floor Plan                                    02/22/99
P2.3a Plumbing Third Floor Plan                                     02/22/99
P2.3b Plumbing Third Floor Plan                                     02/22/99
P2.4a Plumbing Roof Plan                                            02/22/99
P2.4b Plumbing Roof Plan                                            02/22/99
P3.0  Plumbing Riser Diagrams                                       02/22/99

HVAC:        Abbood/Holloran Associates

Hl.0  HVAC Notes, Legend, Schedule                                  02/22/99
H1.1  HVAC Details                                                  02/22/99
H2.la HVAC Partial First Floor Plan Site A                          02/22/99
H2.lb HVAC Partial First Floor Plan Side B                          02/22/99
H2.2a HVAC Partial Second Floor Plan Side A                         02/22/99
H2.2b HVAC Partial Second Floor Plan Side B                         02/22/99
H2.3a Partial Third Floor Plan Side A                               02/22/99
H2.3b Partial Third Floor Plan Side B                               02/22/99
H2.Ra Partial Roof Plan Side A                                      02/22/99
H2.Rb Partial Roof Plan Side B                                      02/22/99
H3.0  HVAC Riser Diagrams                                           02/22/99




<PAGE>




Electrical Drawings:                   Abbood/Holloran Associates

E-l    Legend, Schedules & Notes                                   02/22/99
E-2-A  Lighting and Power, First Floor Plan Side A                 02/22/99
E-2-B  Lighting and Power, First Floor Plan Side B                 02/22/99
E--3-A Lighting and Power, Second Floor Plan Side A                02/22/99
E-3-B  Lighting and Power, Second Floor Plan Side B                02/22/99
5-4-A  Lighting and Power, Third Floor Plan Side A                 02/22/99
E-4-B  Lighting and Power, Third Floor Plan Side B                 02/22/99
E-5-A  Partial Roof Plan Side A                                    02/22/99
E-5-B  Partial Roof Plan Side B                                    02/22/99
E-6    Power Distribution Riser Diagram                            02/22/99
E-7    Fire Alarm Riser Diagram                                    02/22/99
SE-l   Site Electrical Plan                                        02/12/99














































<PAGE>




                                 PROJECT MANUAL
                                  BASE BUILDING
                                 SPECIFICATIONS

DIVISION 1 - GENERAL REQUIREMENTS

01000 General Requirements                                   02/22/99
01030 Alternates                                             02/22/99
01400 Quality Control and Testing Services                   02/22/99
01630 Substitution Request Form                              02/22/99



DIVISION 2 -  SITEWORK -  Prepared by Daylor Consulting Group

02010 Subsurface Investigation                               02/04/99
02070 Selective Demolition                                   02/04/99
02100 Site Preparation                                       02/04/99
02200 Earthwork                                              02/04/99
02210 Site Grading                                           02/04/99
02500 Paving and Surfacing                                   02/04/99
02524 Sidewalk                                               02/04/99
02600 Site Utilities                                         02/04/99
02601 Precast Concrete Manholes, Catch Basins,               02/04/99
02612 Reinforced Concrete Pipe                               02/04/99
02616 Ductile Iron Pipe and Fittings                         02/02/99
02622 Polyvinyl Chloride Pipe (PVC)                          02/04/99
02640 Valves and Appurtenances                               02/04/99
02645 Hydrants                                               02/04/99
02730 Wastewater Collection                                  02/04/99
02851 Guard Rail                                             02/04/99
02930 Lawns and Grasses                                      02/04/99
02950 Trees, Shrubs and Ground Covers                        02/04/99


DIVISION 3 -  CONCRETE

03001 Concrete Work - Building                               02/22/99
03450 Architectural Precast Concrete                         02/22/99


DIVISION 4 -  MASONRY

04200 Unit Masonry                                           02/22/99



DIVISION 5 -  METALS

05120Structural Steel                                         02/22/99
05300Metal Decking                                            02/22/99
05400Cold Formed Metal Framing                                02/22/99
05500Miscellaneous Metals                                     02/22/99


DIVISION 6 -  WOOD AND PLASTICS
06100 Rough Carpentry                                         02/22/99
06402 Interior Architectural Woodwork                         02/22/99

DIVISION 7 -  THERMAL AND MOISTURE PROTECTION

07145 Cementitious Waterproofing                              02/22/99
07160 Bituminous Dampproofing                                 02/22/99
07200 Insulation and Vapor Retarders                          02/22/99
07265 Sprayed-On Fireproofing                                 02/22/99
07270 Firestopping                                            02/22/99
07420 Metal Wall Panels                                       02/22/99
07530 Single-Ply Membrane Roofing System                      02/22/99
07600 Flashing and Sheet Metal                                02/22/99
07720 Roof Accessories                                        02/22/99
07900 Joint Sealers and Fillers                               02/22/99


DIVISION 8 -  DOORS AND WINDOWS

08110 Steel Doors and Frames                                  02/22/99
08200 Wood Doors                                              02/22/99
08305 Access Doors                                            02/22/99
08410 Aluminum Entrances                                      02/22/99
08700 Finish Hardware                                         02/22/99
08800 Glass and Glazing                                       02/22/99
08900 Glazed Aluminum Framing Systems                         02/22/99
   
DIVISION 9 - FINISHES

09215 Veneer Plaster                                          02/22/99
09250 Gypsum Drywall                                          02/22/99
09260 Gypsum Sheathing                                        02/22/99
09300 Tile                                                    02/22/99
09510 Acoustical Ceilings                                     02/22/99
09650 Resilient Flooring and Base                             02/22/99
09680 Carpeting - See Interior Architect Specification
09720 Vinyl Wall Covering                                     02/22/99
09900 Painting                                                02/22/99


DIVISION 10 -  SPECIALTIES

10160 Metal Toilet Partitions                                 02/22/99
10400 Signage and Graphics                                    02/22/99
10520 Fire Extinguishers and Cabinets                         02/22/99
10800 Toilet Accessories                                      02/22/99 
                                                              02/22/99
DIVISION 11 -  EQUIPMENT

11160 Loading Dock Equipment                                  02/22/99

DIVISION 12 - FURNISHINGS

12500 Window Treatment - See Interior Architect Specification
12690 Entrance Mats - See Interior Architect Specification


DIVISION 13 -  SPECIAL CONSTRUCTION

Not Used


DIVISION 14 - CONVEYING SYSTEMS

14240 Hydraulic Elevators                                       02/22/99


DIVISION 15 -  MECHANICAL

15300Fire Protection                                            02/22/99
15400Plumbing                                                   02/22/99
15500Heating, Ventilating and Air Conditioning                  02/22/99


DIVISION 16 -  ELECTRICAL

16000 Electrical                                                02/22/99



Appendices
Appendix A -  Foundation Engineering Report                     06/26/98
              Prepared by McPhail Associates, Inc.
              Geotechnical Engineers