AGREEMENT

BETWEEN OWNER AND DESIGN/BUILDER

ON A LUMP SUM BASIS

This Agreement between Owner and Design/Builder on a Lump Sum Basis (the "Agreement") is made and entered into this ____ day of ____________, ____ (the "Effective Date") by and between [COMPANY], a [STATE] limited liability company ("Owner") and [COMPANY] ("Design/Builder").

Owner and Design/Builder, in consideration of the mutual covenants and agreements in this Agreement and for other good and valuable consideration the sufficiency of which is acknowledged, agree that this Agreement is subject to the Terms and Conditions of the Construction Financing Agreement between [COMPANY] and the Finance Entity as outlined in Exhibit P of this Agreement, and also as follows:

DEFINED TERMS; INCORPORATION OF EXHIBITS

AND OTHER DOCUMENTS; INTEGRATION

Capitalized terms used in the Agreement have the meanings given thereto in the certain General Conditions of the Agreement (the "General Conditions").

The Agreement shall consist of the following exhibits, schedules, attachments and other deliveries (collectively, the “Contract Documents”), each of which is hereby incorporated into the Agreement as is fully set forth:

this Agreement;

the General Conditions;

Exhibits A through P to the Agreement, as identified in the attached Exhibit List including the Construction Finance Agreement set forth in Exhibit O which Design/Builder agrees to abide by;

all of the following which may be delivered, prepared, or issued after the Effective Date and are not attached hereto:

the Notice to Proceed;