DPR Construction, Inc. DPR Job No.: 09-96001-00 Subcontract No. 09-96001-00-048-S Cost Code: See Section 26 BONDS REQUIRED: YES X NO -------- STANDARD SUBCONTRACT This Agreement is made at Henrico Co., VA this 13th day of January, 1997, between:...

                                                      DPR Construction, Inc.
                                                    DPR Job No.: 00-00000-00
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

BONDS REQUIRED:
YES   X
NO    
   --------

                            STANDARD SUBCONTRACT

      This Agreement is made at Henrico Co., VA this 13th day of January,
1997, between:

CONTRACTOR:       DPR CONSTRUCTION, INC.
                  ---------------------
                  0000 Xxxx Xxxxx Xxxx
                  --------------------
                  Xxxxxxxx, XX 00000
                  ------------------

and

SUBCONTRACTOR:    Xxxxxx X. Xxxxxx Co.
                  -------------------
                  X.X. Xxx 00000
                  --------------
                  Xxxxxxxx, XX 00000
                  ------------------

On or about the 9th day of September, 1996 Contractor entered into a prime
contract with:

OWNER:            White Oak Semiconductor
                  -----------------------
                  0000 Xxxx Xxxxx Xxxx
                  --------------------
                  Xxxxxxxx, XX 00000
                  ------------------

to perform the following work:

      Construction Management services to construct the White Oak
Semiconductor Initial Phase.

Said work is to be performed in accordance with the prime contract by and
between White Oak Semiconductor and DPR Construction, Inc., copy available
upon request, and the plans and specifications.  Said plans and
specifications have been prepared by:

ARCHITECT:        Industrial Design Corporation
                  -----------------------------
                  0000 XX Xxxxxx Xxxxxx
                  ---------------------
                  XXXXXXXX, XX 00000
                  ------------------

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

SECTION 1.  ENTIRE CONTRACT
            ---------------

      The phrase "Contract Documents" is defined to mean and include:

      See Attachment I dated, for a list of Contract Documents which is
      attached hereto and made a part hereof.

      Subcontractor certifies that it is fully familiar with all of the terms
      of the Contract Documents, the location of the job site, and the
      conditions under which the work is to be performed and that it enters
      into this Agreement based upon its investigation of all such matters
      and is not relying on any opinions or representations of Contractor. 
      This Agreement represents the entire agreement.  The Contract Documents
      are incorporated in this Agreement by reference, and Subcontractor and
      its subcontractors will be and are bound by the Contract Documents
      insofar as they relate in any way, directly or indirectly, to the work
      covered by this Agreement. Subcontractor agrees to be bound to
      Contractor in the same manner and to the same extent as Contractor is
      bound to Owner under the Contract Documents, to the extent of the work
      provided for in this Agreement, and that where, in the Contract
      Documents reference is made to Contractor, and the work or
      specifications therein pertains to Subcontractor's trade, craft, or
      type of work, then such work or specification shall be interpreted to
      apply to Subcontractor instead of Contractor.

SECTION 2.  SCOPE
            -----

      Except as otherwise expressly provided herein.  Subcontractor shall
      supply all labor, supervision, tools, equipment, installed and
      consumable materials, services, testing devices and warehousing and
      each and every item of expense necessary for the supply, fabrication,
      handling, hauling, unloading and receiving, installation, construction,
      assembly, testing (excluding soils and concrete testing), evaluation,
      and quality assurance including as-built drawings of the Underground
      Mechanical Utilities as identified in the Drawings, Specifications and
      Amendment A.

      In the event of any dispute between Contractor and Subcontractor over
      the scope of Subcontractors work under the Contract Documents,
      Subcontractor will not stop work but will prosecute the work diligently
      to completion, the dispute to be submitted for resolution in accordance
      with Section 17 below.

SECTION 3.  CONTRACT PRICE
            --------------

      Contractor agrees to pay Subcontractor for the strict performance of
      its work, the TOTAL LUMP SUM of: ONE MILLION SEVEN HUNDRED NINETY-EIGHT
      THOUSAND DOLLARS AND NO CENTS ($ 1,798,000.00) which includes the dual
      obligee: payment and performance bond, subject to additions and
      deductions for changes in the work as may be directed in writing by
      Contractor, and to make payment in accordance with the Payment
      Schedule, Section 4.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

      See SECTION 26 for continuation of CONTRACT PRICE.

SECTION 4.  PAYMENT SCHEDULE
            ----------------

      Contractor agrees to pay to Subcontractor, in monthly progress
      payments, Ninety Percent of all engineering and detailing completed
      during the period and, materials fabricated and delivered to the
      construction site; and, Ninety Percent of all labor expended for
      materials which have been placed in position or erected, with funds
      received by Contractor from Owner for work performed by Subcontractor
      as reflected in Contractor's applications for payment.  The balance of
      any payments due shall he considered retention.  Retention shall be the
      ten percent of all payment applications processed.  Monthly progress
      payments shall be made ten (10) days after receipt of payment from the
      Owner by Contractor.  Final payment to Subcontractor shall be made ten
      (10) days after the entire work required by the Subcontract has been
      fully completed in conformity with the Contract Documents and has been
      delivered to and accepted by Owner, Architect, and Contractor, with
      funds received by Contractor from Owner in final payment for work under
      the prime contract.  Neither monthly progress payments not final
      payment shall be due and payable to the subcontractor until and unless
      the corresponding funds are received by Contractor from the Owner.  The
      Owner's payment to the Contractor is a condition precedent to the
      Contractor's duty to make corresponding payments to Subcontractor. 
      Subcontractor agrees to furnish, if and when required by Contractor,
      payroll affidavits, receipts, vouchers, releases of claims for
      material, and from its subcontractors performing work or finishing
      materials under this Agreement, all in a form satisfactory to
      Contractor, and it is agreed that no payment hereunder shall be made,
      except at Contractor's option, until and unless such documents have
      been furnished.  Contractor, at its option, may make any payment due
      hereunder by check made payable jointly to Subcontractor and any of its
      subcontractors, suppliers and materialmen who have performed work or
      furnished materials under this Agreement.  Any payment made hereunder
      prior to completion and acceptance of the work, as referred to above,
      shall not be construed as evidence of acceptance or acknowledgment of
      completion of any part of any Subcontractor's work.

      See SECTION 26 for continuation of PAYMENT SCHEDULE.

SECTION 5.  TIME
            ----

      Time is of the essence of this Agreement.  Subcontractor shall provide
      Contractor with scheduling information and a proposed schedule for
      performance of its work in a form acceptable to Contractor. 
      Subcontractor shall conform to Contractor's progress schedule and all
      revisions or changes made thereto.  Subcontractor shall prosecute its
      work in a prompt and diligent manner in accordance with Contractor's
      progress schedule, without delaying or hindering Contractor's work or
      the work of other contractors or subcontractors.  Subcontractor shall
      coordinate the work covered by this Agreement with that of all other
      contractors, subcontractors, and of the Contractor, in a manner that

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

      will facilitate the efficient completion of the entire work.  In the
      event Subcontractor fails to maintain its part of the Contractor's
      schedule, it shall, without additional compensation, accelerate the
      work as Contractor may direct until Subcontractor's work is in
      accordance with such schedule.  Contractor shall have complete control
      of the premises on which the work is to be performed and shall have the
      right to decide the time and order in which various portions of the
      work shall be installed and the relative priority of the work of 
      Subcontractor and other subcontractors, and, in general, all other
      matters pertaining to the timely and orderly conduct of the work of
      Subcontractor on the premises.  Should Subcontractor be delayed in the
      prosecution or completion of the work by the act, neglect or default of
      Owner, Architect or Contractor; or should Subcontractor be delayed
      waiting for materials, if required by this Contract to be furnished by
      Owner or Contractor; or by damage caused by fire or other casualty for
      which Subcontractor is not responsible; or by the combined action of
      the workmen, in no way caused by or resulting from fault or collusion
      on the part of Subcontractor; or in the event of a lock-out by
      Contractor; then the time herein fixed for the completion of the work
      shall be extended by the number of days that Subcontractor has thus
      been delayed.  But no allowance or extension shall be made unless a
      claim therefor is presented in writing to Contractor within 48 hours of
      the commencement of such delay, and under no circumstances shall the
      time of completion be extended to a date which will prevent Contractor
      from completing the entire project within the time allowed Contractor
      by Owner for such completion.

      No claims for additional compensation or damages for delays, whether
      caused in whole or in part by any conduct on the part of Contractor,
      including, but not limited to, conduct amounting to a breach of this
      Agreement, or delays by other subcontractors or Owner shall be
      recoverable from Contractor, and the above-mentioned extension of time
      for completion shall be the sole remedy of Subcontractor; provided,
      however that in the event Contractor obtains additional compensation
      from Owner on account of such delays, and in the event Subcontractor
      shall have satisfied all subcontract and contract requirements with
      respect to timely notification and assertion of claims and with respect
      to cooperation with Contractor in the prosecution therewith,
      Subcontractor shall be entitled to such portion of the additional
      compensation so received by Contractor from Owner as is deemed by the
      Contractor to be equitable under all of the existing and applicable
      circumstances.  In no event shall compensation to Subcontractor for
      delay damages exceed that which Contractor receives from Owner on
      Subcontractor's behalf.  In the event that Contractor prosecutes a
      claim against Owner for additional compensation for any delay,
      Subcontractor shall cooperate fully with Contractor in the prosecution
      thereof and shall pay costs and expenses incurred in connection
      therewith, including actual attorneys' fees, to the extent that said
      claim is made by Contractor at the request of Subcontractor.

      Subcontractor shall prepare and obtain approval as required by the
      Contract Documents for all shop drawings details, samples, and do all
      other things necessary and incidental to the prosecution of its work in
      conformance with Contractor's progress schedule.

      See SECTION 26 for additional TIME provisions.
                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

SECTION 6.  CHANGES IN THE WORK
            -------------------

      Subcontractor shall make any and all changes in the work described in
      the Contract Documents and this Agreement as directed by Contractor in
      writing.  Such change or written direction shall not invalidate this
      Agreement.

      If necessary, the contract price stated in Section 3 and the time for
      Subcontractor's performance shall be adjusted by appropriate additions
      or deductions mutually agreed upon before Subcontractor performs the
      changed work.  Subcontractor shall supply Contractor with all
      documentation necessary to substantiate the amount of the addition to
      or deduction from the price or time.  If Contractor and Subcontractor
      cannot agree on the amount of the addition or deletion.  Subcontractor
      shall nonetheless timely perform the work as changed by Contractor's
      written direction.  Once Subcontractor receives Contractor's written
      direction, Subcontractor is solely responsible for timely performance
      of the work as changed by the written direction.  In any event,
      Subcontractor's compensation for changes in the work shall be limited
      to that which Contractor receives from Owner on Subcontractor's behalf.

      Payment for changed work shall be made in accordance with Section 4.

      Subcontractor shall not make any changes in the work described in
      Section 2 or in any way cause or allow that work to deviate from the
      Contract Documents without written direction from Contractor.  If
      Subcontractor makes any changes in the work described in Section 2
      without written direction from Contractor, such change constitutes an
      agreement by Subcontractor that it will not be paid for that changed
      work, even if it received verbal direction from Contractor or any form
      of direction, written or otherwise, from Owner or any other person or
      entity.  In addition, Subcontractor shall be liable for any and all
      losses, costs, expenses, damages, and liability of any nature
      whatsoever associated with or in any way arising out of any such change
      it makes without written direction from Contractor.

      If a dispute arises between Contractor and Subcontractor about whether
      particular work is a change in the work described in Section 2,
      Subcontractor shall timely perform the disputed work and may give
      written notice of a claim for additional compensation for that work. 
      Such written notice of claim must be given within ten (10) days after
      such work is performed.  Subcontractor's failure to give written notice
      within the ten (10) days constitutes an agreement by it that it will
      not be paid for the disputed work.

      No change, alteration, or modification to or deviation from this
      Agreement, the Contract Documents, prime contract, plans, or
      specifications, whether made in the manner provided in this provision
      or not, shall release or exonerate, in whole or in part, any bond or
      any surety on any bond given in connection with this Agreement, and no
      notice is required to be given to such surety of any such change,
      alteration, modification, or deviation.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

SECTION 7.  DAMAGES CAUSED BY DELAYS OF SUBCONTRACTOR
            -----------------------------------------

      If Subcontractor should default in performance of the work described in
      Section 2 or should otherwise commit any act which causes delay to the
      prime contract work, Subcontractor shall be liable for all losses,
      costs, expenses, liabilities and damages, including consequential
      damages and liquidated damages, sustained by Contractor, or for which
      Contractor may be liable to Owner or any other party because of
      Subcontractor's default.

SECTION 8.  BONDING OF SUBCONTRACTOR
            ------------------------

      Concurrently with the execution of this Agreement, Subcontractor shall,
      if required by Contractor, execute a labor and material bond and
      performance bond, in an amount equal to one hundred percent (100%) of
      the Contract Price.  Said bonds shall be executed by a corporate surety
      acceptable to Contractor and shall be in a form satisfactory to
      Contractor.  Contractor shall pay the premium on said bonds unless
      otherwise provided herein or in the Contract Documents.

SECTION 9.  LIENS
            -----

      In case suit is brought on any claim or liens for labor performed or
      material used on or furnished to the project, Subcontractor shall pay
      and satisfy any such lien or judgment as may be established by the
      decision of the court in said suit Subcontractor agrees within ten (10)
      days after written demand to cause the effect of any such suit or lien
      to be removed from the premises, and in the event Subcontractor shall
      fail so to do.  Contractor is authorized to use whatever means in its
      discretion it may deem appropriate to cause said lien or suit to be
      removed or dismissed and the cost thereof, together with actual
      attorneys' fees, shall be immediately due and payable to Contractor by
      Subcontractor. Subcontractor may litigate any such lien or suit
      provided it causes the effect thereof to be removed, promptly in
      advance, from the premises, and shall further do such things as may be
      necessary to cause Owner not to withhold any monies due to Contractor
      from Owner by reason of such liens or suits.

      It is understood and agreed that the full and faithful performance of
      this Agreement on the part of Subcontractor including the payment of
      any obligations due from Subcontractor to Contractor, and any amounts
      due to labor or materialmen finishing labor or material for said work)
      is a condition precedent to Subcontractor's right to receive payment
      for the work performed, and any monies paid by Contractor to
      Subcontractor under the terms of this Agreement shall be impressed with
      a trust in favor of labor and materialmen furnishing labor and material
      to Subcontractor on the work herein subcontracted.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

SECTION 10. PROVISIONS FOR INSPECTION
            -------------------------

      Subcontractor shall at all times furnish to Contractor and its
      representatives safe and ample facilities for inspecting materials at
      the site of construction, shops, factories or any place of business of
      Subcontractor and its subcontractors and materialman where materials
      under this Agreement may be in course of preparation, process,
      manufacture or treatment.  Subcontractor shall furnish to Contractor as
      often as required by Contractor, full reports of the progress of the
      work at any place where materials under this Agreement may be in the
      course of preparation or manufacture.  Such reports shall show the
      progress of such preparation and manufacture in such details as may be
      required by Contractor, including, but not limited to, any plans,
      drawings or diagrams in the course of preparation.

SECTION 11. MATERIALS AND WORK FURNISHED BY OTHERS
            ---------------------------------------

      In the event the scope of work includes installation of materials or
      equipment furnished by others or work to be performed in areas to be
      constructed or prepared by others, it shall be the responsibility of
      Subcontractor to examine and accept, at the time of delivery or first
      access, the items so provided and thereupon handle, store and install
      the items with such skill and care as to insure a satisfactory
      completion of the work.  Use of such items or commencement of work by
      Subcontractor in such areas shall be deemed to constitute acceptance
      thereof by Subcontractor.  Loss or damage due to acts of Subcontractor
      shall be charged to the account of Subcontractor and deducted from
      monies otherwise due under this Agreement.

SECTION 12. PROTECTION OF WORK
            ------------------

      Subcontractor shall effectually secure and protect the work done
      hereunder and assume all responsibility for the condition thereof until
      full acceptance by Architect, Owner and Contractor.  Subcontractor
      further agrees to provide such protection as is necessary to protect
      the work and the workmen of Contractor, Owner and other subcontractors
      from its operations.

      Subcontractor shall be liable for any loss or damage to any work in
      place or to any equipment and materials on the job site caused by it or
      its agents, employees or guests.

SECTION 13.  LABOR RELATIONS

13.1  Subcontractor shall keep a representative at the job site during all
      times when Subcontractor's work is in progress, and such representative
      shall be authorized to represent Subcontractor as to all phases of the
      work.  Prior to commencement of the work, Subcontractor shall notify
      Contractor who Subcontractor's representative is to be, and in the
      event of any change of representative Subcontractor shall notify
      Contractor who the new representative is to be prior to such change
      becoming effective.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

      Should there be picketing on Contractor's job site, and Contractor
      establishes a reserved gate for Subcontractor's purpose, it shall be
      the obligation of Subcontractor to continue the proper performance of
      its work without interruption or delay.

13.2  Subcontractor shall comply with all equal employment opportunity and
      affirmative action requirements promulgated by any "governmental
      authority", including, without limitation, the requirements of the
      Civil Rights Act of 1964.

13.3   Subcontractor shall comply with and agrees to be bound by all
       applicable Federal, State and local laws and regulations covering the
       work.  Upon request, Subcontractor agrees to submit certified payroll
       reports to Contractor no later than three (3) working days after labor
       has been paid.

SECTION 14. RECOURSE BY CONTRACTOR
            ----------------------

14.1   Failure of Performance

14.1.1 Notice to Cure.  If Subcontractor at any time refuses or neglects to
       supply enough properly skilled workers and proper materials, or fails
       to properly and diligently prosecute the work covered by this
       Agreement, or fails to make prompt payment to its workers, sub-
       subcontractors or suppliers, or becomes delinquent with respect to
       contributions or payments required to be made to any health and
       welfare, pension, vacation, apprenticeship or other employee benefit
       program or trust, or is otherwise guilty of a material breach of a
       provision of this Agreement, and fails within forty-eight (48) hours
       after receipt of written notice to commence and continue satisfactory
       correction of such default with diligence and promptness, then
       Contractor, without prejudice to any debts or remedies, shall have the
       right to any or all of the following remedies:

       (a)  supply such number of workers and quantity of materials,
            equipment and other facilities as Contractor deems necessary for
            the completion of Subcontractor's work, or any part thereof which
            Subcontractor has failed to complete or perform, and charge the
            cost thereof to Subcontractor, who shall be liable for the
            payment of same including reasonable overhead, profit and actual
            attorneys' fees incurred as a result of Subcontractor's failure
            of performance;

       (b)  contract with one or more additional contractors to perform such
            part of Subcontractor's work as Contractor shall determine will
            provide the most expeditious completion of the total work and
            charge the cost thereof to Subcontractor; and

       (c)  withhold payment of any monies due Subcontractor pending
            corrective action to the extent required by and to the
            satisfaction of Contractor.

       In the event of an emergency affecting the safety of persons or
       property.  Contractor may proceed as above without notice.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

14.1.2 Termination for Default.  If Subcontractor fails to commence and
       satisfactorily continue correction of a default within forty-eight
       (48) hours after receipt by Subcontractor of the notice issued under
       Section 14.1.1., then Contractor may terminate Subcontractor's right
       to perform under this Agreement and use any materials, implements,
       equipment, appliances or tools furnished by or belonging to
       Subcontractor to complete Subcontractor's work without any further
       compensation to Subcontractor for such use.  Contractor also may
       furnish those materials and equipment, and/or employ such workers or
       subcontractors as Contractor deems necessary to maintain the orderly
       progress of the work.

       In such case.  Subcontractor shall be entitled to no further payment
       until the balance of Subcontractor's work has been completed.  At that
       time, all of the costs incurred by Contractor in performing
       Subcontractor's work, including a markup of fifteen percent (15%) for
       overhead and profit on such expenses, plus actual attorneys' fees as
       provided above, shall be deducted from any monies due or to become due
       Subcontractor.  Subcontractor shall be liable for the payment of any
       amount by which such expenses may exceed the unpaid balance of the
       Contract Price.

14.1.3 Termination for Convenience.  Contractor may at any time and for any
       reason terminate Subcontractor's services and work at Contractor's
       convenience.  Cancellation shall be by service of written notice to
       Subcontractor's place of business.

       Upon receipt of such notice, Subcontractor shall, unless the notice
       directs otherwise, immediately discontinue the work and placing of
       orders for materials, facilities and supplies in connection with the
       performance of this Agreement, and shall, if requested, make every
       reasonable effort to procure cancellation of all existing orders or
       contracts upon terms satisfactory to Contractor or at the option of
       Contractor, give Contractor the right to assume those obligations
       directly, including all benefits to be derived therefrom. 
       Subcontractor shall thereafter do only such work as may be necessary
       to preserve and protect the work already in progress and to protect
       material and equipment on the job site or in transit thereto.

       Upon such termination, Subcontractor shall be compensated only as
       follows, subject to deduction for previous payments: (1) for the
       actual cost of the work completed in conformity with this Agreement
       and having been approved by Contractor as having been made or incurred
       in performing under this subcontract; and, (2) such other costs
       actually included by Subcontractor as are permitted by the prime
       contract and approved by Owner in settling or discharging outstanding
       commitments entered into by Subcontractor in performing under this
       Subcontract; and (3) profit, insofar as a profit is actually realized
       hereunder, and in an amount equal to the profit on the entire
       Subcontract estimated, based on actual cost performance, at the time
       of termination, multiplied by the percentage of completion of the
       work.  In no event, however, will the compensation to Subcontractor
       exceed the total Subcontract price less payments previously made and

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

       less the contract price of work not terminated.  Subcontractor shall
       not be entitled to any claim or claim of lien against Contractor or
       Owner for any additional compensation or damages in the event of such
       termination and payment.

14.1.4 Grounds for Withholding Payment.  Contractor may withhold, or on
       account of subsequently discovered evidence, nullify the whole or part
       of any payment to the extent necessary to protect Contractor from
       loss, including costs and attorneys' fees, on account of (1) defective
       work not remedied; (2) claims filed or reasonable evidence indicating
       probable filing of claim; (3) failure of Subcontractor to make
       payments properly to its subcontractors or for material, labor or
       fringe benefits; (4) a reasonable doubt that this Agreement can be
       completed for the balance then unpaid; (5) damage to another
       subcontractor; (6) penalties assessed against Contractor or
       Subcontractor for failure of Subcontractor to comply with State,
       Federal or local laws and regulations; or (7) any other ground for
       withholding payment allowed by State or Federal law, or as otherwise
       provided in this Agreement.  When the above matters are rectified,
       such amounts as then due and owing shall be paid or credited to
       Subcontractor.

14.2   Bankruptcy

14.2.1 Termination Absent Cure.  Upon the appointment of a receiver for
       Subcontractor or upon Subcontractor making an assignment for the
       benefit of creditors or if Subcontractor seeks protection under the
       Bankruptcy Code or commits any other act of insolvency, Contractor may
       terminate this Agreement upon giving forty-eight (48) hours written
       notice, by certified mail, to Subcontractor and its surety, if any. 
       If an order for relief is entered under the Bankruptcy Code with
       respect to Subcontractor, Contractor may terminate this Agreement by
       giving forty-eight (48) hours written notice, by certified mail, to
       Subcontractor, its trustee, and its surety, if any, unless
       Subcontractor, the surety, or the trustee:

       (a)  promptly cures all defaults;
       (b)  provides adequate assurance of future performance;
       (c)  compensates Contractor for actual pecuniary loss resulting from
            such defaults; and
       (d)  assumes the obligations of Subcontractor within the statutory
            time limits.

14.2.2 Interim Remedies.  If Subcontractor is not performing in accordance
       with the schedule of work at the time of entering an order for relief,
       or at any subsequent time, Contractor, while awaiting the decision of
       Subcontractor or its trustee to reject or to accept this Agreement and
       provide adequate assurance of its ability to perform hereunder, may
       avail itself of such remedies under this Section as are reasonably
       necessary to maintain the schedule of work.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

       Contractor may offset against any sums due or to become due
       Subcontractor all costs incurred in pursuing any of the remedies
       provided hereunder including, but not limited to, reasonable overhead,
       profit and actual attorneys' fees incurred as a result of
       Subcontractor's non-performance;

       Subcontractor shall be liable for the payment of any amount by which
       such expense may exceed the unpaid balance of the Contract Price.

SECTION 15. INDEMNIFICATION
            ---------------

15.1.1 Subcontractor's Performance.  With the exception that this Section 15
       shall in no event be construed to require indemnification by
       Subcontractor to a greater extent than permitted under the public
       policy of the Commonwealth of Virginia, Subcontractor shall indemnify
       and save harmless Owner and Contractor including their officers,
       agents, employees, affiliates, parents and subsidiaries, and each of
       them, of and from any and all claims, demands, causes of action,
       damages, costs, expenses, actual attorneys' fees, losses or liability,
       in law or in equity, of every kind and nature whatsoever ("Claims")
       arising out of or in connection with Subcontractor's operations to be
       performed under this Agreement for, but not limited to:

       (a)  Personal injury, including, but not limited to, bodily injury,
            emotional injury, sickness or disease, or death to persons,
            including, but not limited to, any employees or agents of
            Subcontractor, Owner, Contractor or any other subcontractor
            and/or damage to property of anyone (including loss of use
            thereof), caused or alleged to be caused in whole or in part by
            any negligent act or omission of Subcontractor or anyone directly
            or indirectly employed by Subcontractor or anyone for whose acts
            Subcontractor may be liable regardless of whether such personal
            injury or damage is caused by a party indemnified hereunder.

       (b)  Penalties imposed on account of the violation of any law, order,
            citation, rule, regulation, standard, ordinance or statute,
            caused by the action or inaction of Subcontractor.

       (c)  Infringement of any patent rights which may be brought against
            the Contractor or Owner arising out of Subcontractor's Work.

       (d)  Claims and liens (see Section 9) for labor performed or materials
            used or furnished to be used on the job, including all incidental
            or consequential damages resulting to Contractor or Owner from
            such claims or liens.

       (e)  Subcontractor's failure to fulfill the covenants set forth in
            each subpart of Section 13, Labor Relations.

       (f)  Failure of Subcontractor to comply with the provisions of Section
            16.1, Casualty Insurance.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

       (g)  Any violation or infraction by Subcontractor of any law, order,
            citation, rule, regulation, standard, ordinance or statute in any
            way relating to the occupational health or safety of employees,
            including, but not limited to, the use of Contractor's or other's
            equipment, hoist, elevators, or scaffolds (See Sections 16 and
            20).

       The indemnification provisions of (a) through (g) above shall extend
       to Claims occurring after this Agreement is terminated as well as
       while it is in force.  Such indemnity provisions apply regardless of
       any active and/or passive negligent act or omission of Owner or
       Contractor or their agents or employees.  Subcontractor, however,
       shall not be obligated under this Agreement to indemnify Owner or
       Contractor for Claims arising from the sole negligence or willful
       misconduct of Owner or Contractor or their agents, employees or
       independent contractors who are directly responsible to Owner or
       Contractor, or for defects in design finished by such persons.

15.1.2 Subcontractor shall:

       (a)  At Subcontractor's own cost, expense and risk, defend all Claims
            as defined in Section 15.1.1 that may be brought or instituted by
            third persons, including, but not limited to, governmental
            agencies or employees of Subcontractor, against Contractor or
            Owner or their agents or employees or any of them;

       (b)  Pay and satisfy any judgment or decree that may be rendered
            against Contractor or Owner or their agents or employees, or any
            of them, arising out of any such Claim; and/or

       (c)  Reimburse Contractor or Owner or their agents or employees for
            any and all legal expense incurred by any of them in connection
            herewith or in enforcing the indemnity granted in this Section
            15.

15.2   Risk of Loss

       All work covered by this Agreement done at the site or in preparing or
       delivering materials or equipment, or any or all of them, to the site
       shall be at the risk of Subcontractor exclusively until the completed
       work is accepted by Contractor.

15.3   No Limitation of Liability

       The indemnities set forth in this Section 15 shall not be limited by
       the insurance requirements set forth in Section 16.

SECTION 16. INSURANCE
            ---------

16.1   SEE ATTACHMENT 3 for PROJECT INSURANCE REQUIREMENTS.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

16.2   Property Insurance

       Contractor and Subcontractor waive all rights against each other and
       against all other subcontractors and Owner for loss or damage to the
       extent reimbursed by Builder's Risk or any other property or equipment
       insurance applicable to the work, except such rights as they may have
       to the proceeds of such insurance.  If the policies of insurance
       refereed to in this Section require an endorsement or consent of the
       insurance company to provide for continued coverage where there is a
       waiver of subrogation, the owners of such policies will cause them to
       be so endorsed or obtain such consent.

       Upon written request of Subcontractor, Contractor shall provide
       Subcontractor with a copy of the Builders Risk policy of insurance or
       any other property or equipment insurance in force for the project and
       procured by Contractor.  Subcontractor shall satisfy himself as to the
       existence and extent of such insurance prior to commencement of
       Subcontractors work.

       If Builders Risk insurance purchased by Owner or Contractor provides
       coverage for Subcontractor for loss or damage to Subcontractor's work,
       Subcontractor shall be responsible for the insurance policy deductible
       amount ($10,000) applicable to damage to Subcontractor's work and/or
       damage to other work caused by Subcontractor.

       If not covered under the Builder's Risk policy of insurance or any
       other property or equipment insurance required by the Contract
       Documents, Subcontractor shall procure and maintain at its own expense
       property and equipment insurance for portions of Subcontractor's work
       stored off the site or in transit.

SECTION 17. CLAIMS RESOLUTION PROCEDURE
            ---------------------------

17.1   Agreement to Arbitrate

       All claims, disputes and matters in question arising out of, or
       relating to this Agreement or the breach thereof, except for claims
       which have been waived by the making or acceptance of final payment,
       shall be decided by the claims procedure, including any arbitration
       clause, specified in the prime contract between Contractor and Owner. 
       In the absence of an agreement to arbitrate in the prime contract, no
       claims or disputes shall be arbitrated unless in this Agreement or
       mutually agreed upon in writing by Contractor, Subcontractor and
       Owner.

17.2   Arbitration Procedures (if applicable)

       In the event the prime contract contains an arbitration provision or
       if arbitration is provided for in this Agreement, the following shall
       apply:

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

17.2.1 Notice of Demand.  Notice of the demand for arbitration shall be filed
       in writing with the other party to this Agreement and shall conform to
       the requirements of the arbitration provision set forth in the prime
       contract.  The demand for arbitration shall be made within a
       reasonable time after written notice of the claim, dispute or other
       matter in question has been given, and in no event shall it be made
       after the date when institution of legal or equitable proceedings
       based on such claim dispute or other matter in question would be
       barred by the applicable statute of limitations.

17.2.2 Award.  The award rendered by the arbitrator(s) shall be final and
       judgment may be entered upon it in accordance with applicable law in
       any court having jurisdiction.

17.2.3 Work Continuation and Payment.  Unless otherwise agreed in writing,
       Subcontractor shall carry on the work and maintain the schedule of
       work pending arbitration, and, if so, Contractor shall continue to
       make payments in accordance with this Agreement.

17.2.4 Consolidated Arbitration Proceedings.  To the extent not prohibited by
       their contracts with others, the claims and disputes of Owner,
       Contractor.  Subcontractor and other subcontractors involving a common
       question of fact or law shall be heard by the same arbitrator(s) in a
       single proceeding.  In this event, it shall be the responsibility of
       Subcontractor to prepare and present Contractor's case, to the extent
       the proceedings are related to this Agreement.  Should Contractor
       enter into arbitration with the Owner or others regarding matters
       relating to this Agreement, Subcontractor shall be bound by the result
       of the arbitration to the same degree as the Contractor.

17.2.5 No Limitation of Rights or Remedies.  This Section shall not be deemed
       a limitation of any rights or remedies which Subcontractor may have
       under any Federal or State mechanics' lien laws or under any
       applicable labor and material payment bonds unless such rights or
       remedies are expressly waived by it.

SECTION 18. SAFETY PRACTICES
            ----------------

       Subcontractor shall comply fully with all laws, orders, citations,
       rules, regulations, standards and statutes with respect to
       occupational health and safety, the handling and storage of hazardous
       materials, accident prevention, safety equipment and practices
       including the accident prevention and safety program of Owner and
       Contractor.  Subcontractor shall conduct inspections to determine that
       safe working conditions and equipment exist and accepts sole
       responsibility for providing a safe place to work for its employees
       and for employees of its subcontractors and suppliers of material and
       equipment, for adequacy of and required use of all safety equipment
       and for full compliance with the aforesaid laws, orders, citations,
       rules, regulations, standards and statutes.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

       Immediately upon execution of the Subcontract, in accordance with GISO
       5194, Subcontractor is required to submit Material Safety Data Sheets
       (MSDS) to DPR Construction, Inc. for all materials to be utilized in
       the execution of, or incorporated into this scope of work.

SECTION 19. WARRANTY
            --------

       Subcontractor warrants to Owner, Architect and Contractor that all
       materials and equipment furnished shall be new unless otherwise
       specified and that all work under this Agreement shall be of good
       quality, free from faults and defects and in conformance with the
       Contract Documents.  All work not conforming to these requirements,
       including substitutions not properly approved and authorized, may be
       considered defective.  The warranty provided in this Section 19 shall
       be in addition to and not in limitation of any other warranty or
       remedy required by law or by the Contract Documents.

SECTION 20. USE OF CONTRACTOR'S EQUIPMENT
            -----------------------------

       In the event Subcontractor shall use Contractor's equipment,
       materials, labor, supplies or facilities, Subcontractor shall
       reimburse Contractor at a predetermined rate, except as provided in
       Section 14.1.2 or as otherwise stated herein.  Further, Subcontractor
       assumes all responsibility for physical damage to such equipment,
       materials, labor, supplies, or facilities used by Subcontractor or its
       agents, employees, or permittees.  In the event that Contractor's
       employees are used by Subcontractor, Subcontractor shall have full
       responsibility for all acts or omissions of Contractor's employees
       with regard to Subcontractor's use or employment of them. 
       Subcontractor accepts any and all of Contractor's equipment,
       materials, labor, supplies or facilities as furnished.

SECTION 21. ASSIGNMENT OF CONTRACT
            ----------------------

       Subcontractor shall not, without written consent of Contractor,
       assign, transfer, or sublet any portion or part of the work required
       by this Agreement, nor assign any payment hereunder to others.

SECTION 22. INDEPENDENT CONTRACTOR
            ----------------------

       Subcontractor is an independent contractor and shall, at its sole cost
       and expense, and without increase in the Contract Price, comply with
       all laws, rules, ordinances and regulations of all governing bodies
       having jurisdiction over the work; obtain all necessary permits and
       licenses therefor, pay all manufacturers' taxes, sales taxes, use
       taxes, processing taxes, and all federal and state taxes, insurance
       and contributions for social security and unemployment which are
       measured by wages, salaries, or other remuneration paid to

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

       Subcontractor's employees, whether levied under existing or
       subsequently enacted laws, rules or regulations.  Subcontractor upon
       request, shall furnish evidence satisfactory to Contractor that any or
       all of the foregoing obligations have been fulfilled.

SECTION 23. CLEAN-UP
            --------

       At all times during the course of construction.  Subcontractor shall
       perform its work so as to maintain the site in a clean, safe and
       orderly condition.  Upon completion of the work under this Agreement. 
       Subcontractor shall remove from the site all hazardous materials,
       temporary structures, debris and waste incident to its operation and
       clean all surfaces, fixtures, equipment, etc., relative to the
       performance of this Agreement.  Subcontractor acknowledges that it is
       aware that this project is a "Build Clean" site and, that it will
       comply with all requirements of the Project Protocol for staging of
       cleanliness throughout its work on the site.

SECTION 24. ATTORNEYS' FEES
            ---------------

       In the event the parties become involved in litigation or arbitration
       with each other arising out of this Agreement or other performance
       thereof in which the services of an attorney or other expert are
       reasonably required, the prevailing party shall be fully compensated
       for the cost of its participation in such proceedings, including the
       cost incurred for attorneys' fees and experts' fees.  Unless judgment
       goes by default, the attorneys' fee award shall not be computed in
       accordance with any court schedule, but shall be such as to fully
       reimburse all attorneys' fees actually incurred in good faith,
       regardless of the size of a judgment, it being the intention of the
       parties to fully compensate for all attorneys' fees and experts' fees
       paid or incurred in good faith, at hearing, trial, or on appeal.

SECTION 25. LABOR AGREEMENTS
            ----------------

       Presently, DPR Construction has no labor agreements in the
       Commonwealth of Virginia.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

SECTION 26. SPECIAL PROVISIONS (Including unit pricing, if applicable)
            ------------------

       SECTION 3: CONTRACT PRICE, continued:
                  --------------

       Cost Codes for the Underground Mechanical Utilities


     BLDG           WBS     UNIQUE
     CODE          CODE     ALPHA         TITLE                          $ VALUE
     ----          ----     -----         -----                          -------
                                                      
       S          014020      A           Water-utility              $   222,787.00
       S          014520      B           Fire Protection            $   425,944.00
       S          015520      A           Sanitary Sewer             $   729,093.00
       S          017540      B           Irrigation Sleeving        $    65,682.00
       S             *                    Manholes                   $    91,250.00
       S             *                    Other                      $   263.244.00
                                                                     --------------
                                                        TOTAL        $ 1,798,000.00
                                                                     ==============


       *    Cost codes for these items will be sent under separate cover
            within two weeks

       The Subcontract price shall include all taxes, (including applicable
       Commonwealth of Virginia sales and use, and other applicable state and
       local taxes), fees and similar charges.

       SECTION 4: PAYMENT SCHEDULE continued:
                  ----------------

       Attachment 4, Subcontractor Billing Package, attached hereto is made a
       part of this Subcontract.  Additionally, DPR's billing procedures are
       amended as follows: DPR Construction, Inc.'s standard Billing
       Procedures will be used by Subcontractors for all payment
       applications.  ADDITIONALLY, the Subcontractor is notified that all
       Payment Applications submitted must be accompanied by the
       Subcontractor's Certified Payroll and a schedule of values for the pay
       period covered by the payment application.  The Certified Payroll must
       be attested to by a principal of the firm, the Subcontractor's
       accountant or other authorized representative.  The Subcontractor is
       made aware that all certified payrolls are subject to audit at such
       frequency as may be determined by DPR.  Further, the Subcontractor
       will be required to configure and code all schedules of values,
       payment requests and invoices as may be directed by DPR prior to their
       submittal for payment.  Payment for all materials stored offsite is
       solely at the discretion of DPR and, if allowed, requires the
       execution by the Subcontractor of DPR's "Agreement for the Payment of
       Stored Materials/Xxxx of Sale & Agreement to Protect", without
       exception.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

       SECTION 5: TIME, continued:
                  ----

       THE SUBCONTRACT COMPLETION DATE IS:     MAY 9, 1997

       SECTION 6: CHANGES IN THE WORK, continued:
                  -------------------

       In the event of changes (additions or deletion) to the Scope of Work,
       the following Unit Prices shall apply.  The Unit Prices below are
       inclusive of all costs required for the supply and installation of
       complete units of the specified components of the Work.


                                       Unit Rates
                                       ----------
       Description                                                  Unit           Rates
       -----------                                                  ----           -----
                                                                         
       Trench Excavation                                       CY* TO 5' DEEP       8.00
       Trench Excavation to Embankment (Fill)                        CY             2.00
       Unsuitable Material to Stockpile                              CY             2.00
       Offhaul Unsuitable Material (Offsite From Stockpile           CY            10.00
       Off-Site Borrow (SP, SM, GP, GM OR GC)                        CY            12.00
       Non-woven Geotextile (VDOT Sec 245-Drainage Fabric            SF              .17
       Inlet/Culvert Protection                                      EA           100.00
       Rock Excavation in Trenches W/Hoe-Ram                         CY           200.00
       Rock Excavation in Trenches - Blasting                        CY            70.00
       Backfill Trenches W/Select on-site Material & Compact         CY             2.50
       Backfill Trenches W/Off-Site Borrow & Compact                 CY            12.00
       Backfill Trenches W/Stone ( ) & Compact                      TON            10.00
       Backfill Trenches W/Stone (#57) Compaction not Req'd.        TON            12.00


       Subcontractor shall submit change order pricing in the form and format
       required by Contractor, and using labor, tools and equipment rates
       detailed in Subcontractor's Underground Mechanical utilities Proposal. 
       Further, Subcontractor's xxxx ups on direct costs in change order
       proposals shall be limited to the following:
       
       
            Description                   Overhead    Profit
            -----------                   --------    ------
                                               
            Labor Costs                     10%          5%
            Material Costs                  10%          5%
            Purchased Equipment Costs       10%          5%
            Sub-Subcontractor Costs         10%          5%
       

       Overhead shall include all detailing, engineering, purchasing, shop
       burden, tools, equipment, trucks, trucking costs, nonproductive labor. 
       Project Management costs (onsite and offsite) and any other indirect
       costs.  No multipliers for any soft costs shall be allowed in
       calculation of the direct costs of the work.

                                                      DPR Construction, Inc.
                                                     DPR Job No.: 09-9600140
                                           Subcontract No. 09-96001-00-048-S
                                                   Cost Code: See Section 26

       SECTION 16:  INSURANCE, continued:
                    ---------

       If applicable, participation in the Owner Controlled Insurance Program
       by all Subcontractors will be mandatory.  The OCIP Insurance Manual
       (Attachment 3) dated January 16, 1997, is hereby made part of this
       subcontract.

26.1   NOTICE TO CONTRACTOR OF LABOR DISPUTES.  Whenever Subcontractor has
       any knowledge that any actual or potential labor dispute is delaying
       or threatens to delay the timely performance of this contract,
       Subcontractor shall immediately notice thereof including all relevant
       information with respect thereto, to Contractor.

       Subcontractor shall insert this clause 26.1, in its entirety, in any
       subcontract hereunder as to which a labor dispute may delay the timely
       performance of this contract, except that each subcontract shall
       provide that in the event its timely performance is delayed or
       threatened by delay by any actual or potential labor dispute, the
       subcontractor shall immediately notify Subcontractor of all relevant
       information with respect to such dispute.

SUBCONTRACTORS AND SUB-SUBCONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED WITH
THE STATE CORPORATION COMMISSION TO DO BUSINESS IN THE COMMONWEALTH OF
VIRGINIA, AND SHALL BE LICENSED CONTRACTORS BY THE COMMONWEALTH OF VIRGINIA
BOARD OF CONTRACTORS.  ANY QUESTIONS CONCERNING CONTRACTORS LICENSING SHALL
BE DIRECTED TO:

            Board of Contractors
            Department of Professional and Occupational Regulation
            0000 Xxxx Xxxxx Xxxxxx
            Xxxxxxxx, Xxxxxxxx 00000-0000
            (804) 367-8500

Dated:      3/6/97                        Dated:     2/25/97
       ----------------------------            -----------------------------
CONTRACTOR DPR Construction, Inc.         SUBCONTRACTOR

By s/Xxxxx X. Xxxxxx                      Bys/Xxxxxxx X. Xxxxxx, President
   --------------------------------         --------------------------------
            (Name)                                   (Name)

Xxxxx X. Xxxxxx Area Manager              Xxxxxxx X. Xxxxxx, President
-----------------------------------       -----------------------------------
                                          0000 X. Xxxx Xxxx.
       0000 Xxxx Xxxxx Xxxx               P.O. Box 24205
-----------------------------------       -----------------------------------
       Xxxxxxxx, XX 00000                 Xxxxxxxx, XX 00000
-----------------------------------       -----------------------------------
       (Address)                          (Address)

       2705-035043A                       2701-008430A
-----------------------------------       -----------------------------------
       (Contractor's License No.)         (Contractors License No.)