AGREEMENT

BETWEEN OWNER AND DESIGN/BUILDER

ON A COST PLUS BASIS WITH A GUARANTEED MAXIMUM PRICE

The Agreement between Owner and Design/Builder on a Cost Plus Basis with a Guaranteed Maximum Price (together with all documents enumerated herein, and all other exhibits, schedules, documents, forms and attachments hereto or otherwise issued, executed or delivered in connection herewith, each of which is incorporated herein, as if fully set forth herein, the "Agreement"), is made and entered into this ______ day of __________________, 2010 (the "Effective Date") by and between [COMPANY], a [STATE] limited liability company (hereinafter called "Owner") and [COMPANY], a [STATE] corporation (hereinafter called "Design/Builder").

Owner and Design/Builder, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration the sufficiency of which is hereby acknowledged, agree 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 between Owner and Design/Builder on a Cost Plus Basis with a Guaranteed Maximum Price, dated as of the ________ day of _____________, 2011 (the "General Conditions").

The Agreement shall consist of the following exhibits, attachments and other deliveries, each of which is hereby incorporated into the Agreement as is fully set forth:

this Agreement;

the General Conditions;

the License Agreement;

Exhibits A through J to the Agreement;

the Operating Procedures;