S U B C O N T R A C T

On ___ day of ____________, 19 ____, ________________________, 
henceforth "Contractor" and ____________________________, 
henceforth "Subcontractor", HEREBY ENTER into the following 
subcontract:

WITNESSETH:

WHEREAS Contractor has entered into, or will hereafter enter into, 
a general construction contract, henceforth "The Prime Contract" 
with:
_________________ (Owner or General Contractor), to perform in 
accordance
with various contract documents and specifications certain work 
prepared
by: ________________, henceforth "Architect", and/or to furnish 
labor, materials, supplies, labor and/or goods required to 
construct the following named and described construction project:

_____________________________, henceforth "The Project", located 
in ______county, at ___________________ address, and

WHEREAS Contractor desires to retain Subcontractor to perform 
certain contract work in accordance with various contract 
documents and specifications and/or to furnish labor, materials, 
supplies, labor and/or goods for The Project;

NOW THEREFORE Contractor and Subcontractor agree as follows:

ARTICLE I.
SUBCONTRACT WORK

1.1 Subcontractor shall be employed as an independent contractor 
and shall provide and furnish all labor, materials, tools, 
supplies, equipment, services, facilities, supervision, and 
administration necessary for the proper and complete performance 
and acceptance of the following portions of the work, hereinafter 
"the Subcontract Work", for the Project, together with such other 
portions of the drawings, specifications and addendum as related 
thereto:

SEE EXHIBIT A: Scope, Conditions, And List of Attachments

ARTICLE II.
SUBCONTRACTOR PRICE

2.1 In consideration of Subcontractor's performance of this 
Subcontract, and at the times and subject to the terms and 
conditions hereinafter set forth, Contractor shall pay to 
Subcontractor the total sum of ____________ dollars ($000,000.00), 
hereinafter "subcontract price." Said subcontract price is 
dependant upon the conditions set forth in Exhibit A being met. 
Should said conditions not be met, the subcontract amount shall be 
modified accordingly.

ARTICLE III.
SPECIAL CONDITIONS

The Special Conditions to Subcontract (Articles I through XXI) are 
incorporated in this Subcontract as though fully set forth herein.  
Subcontractor hereby acknowledges receipt of the Special 
Conditions.

ARTICLE IV
COMMUNICATION AND NOTICE

4.1 All communications between Subcontractor and General 
Contractor, Owner or Architect shall be via Contractor.

4.2 Subcontractor shall furnish Contractor with periodic progress 
reports as required by Contractor, including status of material, 
equipment, manpower and submittal.

4.3 Subcontractor shall be deemed to have received notice of a 
fact, request, order, or demand when its Superintendent is 
notified, either orally or in writing, or three (3) days after 
written notice is sent by registered or certified mail addressed 
to Subcontractor's last known place of business, whichever is 
sooner.

4.4 Contractor shall be deemed to have received notice of a fact, 
request, or demand three (3) days after written notice is sent by 
registered or certified mail addressed to the following address:

(Contractor's address)

ARTICLE V
GOVERNING LAW AND RULES OF CONSTRUCTION

5.1 The validity, interpretation, and performance of this 
Subcontract shall be governed by the laws of the jurisdiction 
where The Project is located.

5.2 Titles, captions, or headings to any provision, article, etc., 
shall not limit the full contents of the same. These articles have 
the full force and effect as if no titles existed.

5.3 If any term or provision of this Subcontract is determined to 
be invalid, it shall not affect the validity and enforcement of 
the remaining terms and provisions of this Subcontract.

5.4 This contract shall be binding upon and inure to the benefit 
of the respective successors, assigns, representatives, and heirs 
of the parties herein.

ARTICLE VI
AMENDMENT

6.1 This Subcontract shall only be amended or modified by written 
document executed by authorized representatives of Contractor and 
Subcontractor.  This Subcontract supersedes all prior 
representations made by Contractor.

ARTICLE VII
ARBITRATION

7.1 Any and all disputes or claims between the Contractor and the 
Subcontractor arising out of this Subcontract shall be resolved by 
submission of the same to GAMA, Inc., for resolution by binding 
arbitration according to GAMA's Rules of Arbitration. In so 
agreeing the parties expressly waive their right to a jury trial, 
if any, on these issues and further agree that the award of the 
arbitrator shall be final and binding upon them as though rendered 
by a court of law and shall be enforceable in any court having 
jurisdiction over the same.

THIS SUBCONTRACT IS ACKNOWLEDGED AND EXECUTED AS OF THE DATE SET 
FORTH ABOVE:

____________________________    ____________________________
SUBCONTRACTOR                   CONTRACTOR

By: _______________________ By: ________________________

Titles: ____________________ Title: _____________________