This Blanket Subcontract Agreement

(“Agreement”) is effective as of the date last written below by and between Greater Southwest Constructors, Inc. and North Texas Sealant Comapny

WHEREAS, Contractor desires to establish procedures by which it may, from time to time, expeditiously engage the services of Subcontractor to provide labor, equipment, materials and services necessary to perform work in connection with construction projects being performed by Contractor for Contractor’s customers; and

WHEREAS, Subcontractor desires to establish procedures by which it may, from time to time, expeditiously contract with Contractor to provide labor, equipment, materials and services necessary to perform work in connection with construction projects being performed by Contractor for Contractor’s customers

The undersigned parties hereby agree as follows:

SUBCONTRACT WORK

1.01 Term of Agreement. This Agreement shall be for a term of one year from the date hereof 01/24/2006 and shall continue on a year to year basis unless either Party cancels it prior to that time by written notice to the other; provided, however, the cancellation or expiration of the term of this Agreement shall not affect either Party’s obligations under any Orders issued and accepted prior to such expiration or cancellation.

1.02 Ordering. Subcontract Work under this Agreement shall be ordered as follows:

a. In the event Contractor desires Subcontractor to perform work hereunder, Contractor shall deliver a written Work Order on the form, a sample of which is attached hereto, to Subcontractor either in person or by telephone facsimile transmission. Upon issuance and acceptance of a Work Order, as evidenced by the signatures of both Contractor and Subcontractor thereon, Contractor and Subcontractor shall enter into a binding contract for performance of the work as specified therein.

b. The work to be performed under any Work Order issued and accepted hereunder shall be described thereon.

c. The execution and delivery of this Agreement does not constitute a Guaranty or Orders hereunder. The execution and delivery of this Agreement does not constitute a guaranty or commitment by Subcontractor that it will accept any Work Orders issued hereunder. The Parties acknowledge and agree that Contractor and Subcontractor are contractually bound only to the extent Work Orders are issued by Contractor and accepted by Subcontractor, as evidenced by the signatures of both parties thereon.

Scope of Subcontract Work. For each Work Order issued and accepted hereunder, Subcontractor shall furnish and pay for all necessary permits; pay all state sales taxes, state and federal unemployment taxes, and all other taxes and

fees associated with the subcontract labor or materials; provide all required construction layout and surveying; and do all things necessary to complete the Subcontract Work as defined in the Work Order. “Subcontract Work” as used herein below means and refers to the scope of work as described in a Work Order issued and accepted hereunder.

1.04 Contract Documents.

a. The Contract Documents for each Work Order issued and accepted hereunder shall include: (i) this Agreement, (ii) the applicable Work Order along with any attachments thereto, and (iii) all documents reflecting the agreement between the Contractor and its customer for construction of the project as described in the Work Order, including, but not limited to, plans, specifications, general conditions, special conditions, addenda, performance bond, and payment bond

b. Subcontractor agrees that prior to acceptance of any Work Order hereunder Subcontractor will read the Contract Documents pertaining to said Work Order and be familiar with each and every part thereof drawings, plans, specifications, and all general conditions and special conditions incidental thereto. Further, Subcontractor agrees to become familiar with the respective rights, powers, benefits and liabilities of the Contractor and the Owner under the Contract Documents and hereby agrees to comply with and perform all provisions there of which are applicable to the Subcontract Work.

c. Subcontractor agrees that prior to acceptance of any Work Order hereunder Subcontractor will by examination satisfied himself as to the nature and location of the work specified therein; the character, quantity, and kinds of materials necessary; the adequacy of any surface or subsurface conditions necessary to assure proper performance of such work; the kinds and quantity of equipment needed; and other local conditions or matters affecting compliance with the Contract Documents.

d. Any questions arising with respect to interpretation of the Contract Documents applicable to any Work Order issued and accepted hereunder or any related drawings, plans or specifications shall be submitted through the Contractor and the Subcontractor shall follow the directions of the Owner or the Owner’s representative, as conveyed by the Contractor, with respect to such matters. The Subcontractor agrees that the Owner’s (or his representative’s) interpretation of the requirements of the Contract Documents and his decision in matters relating to artistic effect shall be final, as long as such interpretation and/or decision is not in conflict with the terms of the Contract Documents.

e. For each Work Order issued and accepted hereunder, the Subcontractor agrees to be bound to the Contractor under this Agreement according to the same terms and conditions as the Contractor is bound to the Owner under the Contract Documents applicable to said Work Order. The Subcontractor shall assume and perform all of the obligations

and responsibilities of the Contractor under such Contract Documents, which pertain or relate to the Subcontract Work as stated in the applicable Work Order.

II. Performance and Prosecution of Work

Independent Contractor.

The Subcontractor agrees that he is an independent contractor under this Agreement. The Subcontractor is exclusively and solely responsible for, and has control over, all construction means, methods, techniques, sequences, procedures, supervision, and/or coordination of the Subcontract Work including any means, methods, techniques, sequences, procedures, supervision and/or coordination related to the safety of the Subcontractor’s employees or any other persons working in the area of the Subcontract Work.

Storage or Materials. The Subcontractor shall examine all equipment and materials furnished in connection with the Subcontract Work for compliance with the applicable Contract Documents. The Subcontractor shall then unload and properly store all such equipment and material to prevent damage or loss. Contractor may deduct all costs for such damage or loss resulting from improperly stored materials from payments due to Subcontractor.

Surface and Subsurface Conditions. The Subcontractor shall inspect surface and/or subsurface conditions affecting the Subcontract Work to assure that the Subcontract Work will be properly performed in accordance with the applicable Contract Documents. If any remedial work is required to the surface or subsurface, Subcontractor shall immediately notify Contractor in writing. IF SUBCONTRACTOR PERFORMS SUBCONTRACT WORK WITHOUT PROVIDING NOTICE THAT SUCH REMEDIAL WORK IS REQUIRED, SUBCONTRACTOR ACCEPTS ALL SURFACE AND SUBSURFACE CONDITIONS AND WAIVES ANY CLAIMS FOR EXTRA COMPENSATION TO REPAIR OR REMEDY SUCH CONDITIONS OR FOR REPLACEMENT OF THE SUBCONTRACT WORK ARISING OR RESULTING FROM DEFECTS IN THE SURFACE OR SUBSURFACE.

d. Protection of Work. Subcontractor shall take necessary precautions to properly protect the Subcontract Work and the work of the Contractor and other subcontractors. The Subcontractor shall promptly repair any damage it causes to the work of the Contractor or other subcontractors.

If Subcontractor fails to promptly repair such damage, the Contractor may deduct the costs of such repairs from payments due the Subcontractor.

2.05 Inspection of Work The Subcontractor shall provide sufficient, safe and proper facilities at all time for the inspection of the Subcontract Work by the Contractor or his authorized representatives. Subcontract Work not meeting the specifications or intent of the applicable Contract Documents, including, but not limited to, the drawings, plans and specifications, shall be removed, rebuilt and retested to conform to the Contract Documents, all at Subcontractor’s expenses.

2.06 Cleanup. In the course of performing all Subcontract Work, the Subcontractor shall keep the building, premises and work areas clean at all time of debris associated with Subcontract Work and/or Subcontractor’s employees. If the Subcontractor shall fail to remove construction debris as instructed by Contractor, Contractor may proceed to perform such duties, and may deduct all such costs from payments otherwise due Subcontractor.

III. Time, Schedules and Delays

3.01 Time. Time is of the essence to this Agreement and to each Work Order issued and accepted hereunder. Subcontractor shall begin the Subcontract Work as soon as instructed by the Contractor and shall prosecute the Subcontract Work promptly, efficiently and in a manner that will not cause delay in the progress of Contractor’s work or other work performed on the applicable Project by other subcontractors. ALL SUBCONTRACT WORK SHALL TO BE PERFORMED IN THE NUMBER OF DAYS SHOWN ON THE APPLICABLE PROJECT SCHEDULE AND WITHIN THE TOTAL NUMBER OF CALENDAR DAYS AS STATED IN THE APPLICABLE WORK ORDER.

3.02 Project Schedule. The Contractor from time to time may issue a Project Schedule applicable to the Subcontract Work. Subcontractor shall perform all Subcontract Work as scheduled by Contractor, unless Subcontractor notifies Contractor within three (3) calendar days after receipt of schedule requirements that Subcontract Work cannot be performed within the time scheduled by Contractor. Contractor may, from time to time reschedule the order of the Subcontract Work or otherwise revise Subcontractor’s schedule. Subcontractor agrees to comply with such schedule revisions without any increase to the Subcontractor Price for acceleration or delays.

3.03 Performance Reports. Subcontractor shall furnish periodic progress reports of Subcontract Work as may be required by Contractor, and shall attend periodic conferences at the job site to discuss progress.

Damages for Delay to Contractor.

Subcontractor shall be liable for any damages for delay sustained by Contractor caused directly or indirectly by Subcontractor; including, but not limited to, damages, liquidated or otherwise, for which Contractor is liable to Owner. Any such damages shall deducted from payments due Subcontractor, and, if such damages exceed the amount of payments due, Subcontractor shall pay Contractor upon demand such excess damages due.

3.05 Time Extensions, Claims and Damages for Delay to Subcontractor. CONTRACTOR SHALL NOT BE LIABLE TO SUBCONTRACTOR FOR DELAYS, HINDRANCES, OR INTERRUPTIONS TO THE SUBCONTRACT WORK CAUSED BY THE ACT, NEGLECT OR DEFAULT OF THE OWNER OR OWNER’S REPRESENTATIVE, OR BY REASON OF FIRE OR OTHER CASUALTY, OR ON ACCOUNT OF RIOTS OR STRIKES, OR ON ACCOUNT OF ANY ACTS OF GOD, OR ANY OTHER CAUSES BEYOND THE CONTRACTOR’S CONTROL, OR ANY CIRCUMSTANCES CAUSED OR CONTRIBUTED TO BY ANY SUBCONTRACTOR OR ANY OTHER PARTY PERFORMING A PART OF THE WORK; but, Contractor will cooperate with Subcontractor to enforce any just claim against the Owner or Owner’s Representative for delay as may be allowed under applicable Contract Documents. Contractor shall be reimbursed by Subcontractor for any expense, including attorney’s fees, incurred in connection with any claims asserted at the request of Subcontractor. SHOULD SUBCONTRACTOR BE DELAYED IN THE SUBCONTRACT WORK BY CONTRACTOR, THEN SUBCONTRACTOR’S SOLE AND EXCLUSIVE REMEDY AGAINST CONTRACTOR SHALL BE AN EXTENSION OF TIME FOR COMPLETION EQUAL TO THE DELAY CAUSED, AND THEN ONLY IF WRITTEN CLAIM FOR DELAY IS MADE TO CONTRACTOR WITHIN THREE (3) DAYS FROM THE TIME OF THE BEGINNING OF THE DELAY, AND SUBCONTRACTOR WAIVES AND RELEASES CONTRACTOR FROM ALL CLAIMS AND CAUSES OF ACTION AGAINST CONTRACTOR DAMAGES ARISING OUT OF DELAYS, HINDRANCES, OR INTERRUPTIONS CAUSED IN WHOLE OR IN PART BY CONTRACTOR, AND SUBCONTRACTOR ACCEPTS AS ITS EXCLUSIVE REMEDY AN EXTENSION OF TIME EQUAL TO THE DELAY CAUSED SOLELY BY CONTRACTOR.

IV. Price and Payments

4.01 Subcontract Price. The price for any Subcontract Work shall be as set forth in the applicable Work Order subject to adjustments as provided in the applicable Contract Documents.

Progress Payments.

a. Unless otherwise specified in the applicable Work Order, Subcontractor shall submit to the Contractor separate monthly applications for payment for the

Subcontract Work performed under each Work Order issued and accepted hereunder. Such applications shall be submitted on the date specified by the Contractor in the Work Order to enable Contractor to include such amount in his application for payment to the Owner. The amounts of progress payments requested shall be based on the Contractor’s valuations of work performed by the Subcontractor, considering the schedule of values submitted by the Subcontractor of the various parts of the Subcontract Work aggregating the total price therefore. In applying for payment, the Subcontractor shall submit a statement based upon this schedule. Payments shall be made on account of materials not incorporated in the Work, but delivered and suitably stored at the site, only upon submission of evidence of payment from suppliers and only in accordance with the terms and conditions of the applicable Contract Documents. No applications for payment will be processed and no payments will be made unless Subcontractor has submitted a sworn statement certifying the name of all Subcontractor’s unpaid material-men and sub-subcontractors. Contingent upon Contractor’s receipt of payment for that month by the Owner, payments for such applications shall be due after the expiration of the statutory period in which a laborer, materialman or subcontractor of the Subcontractor can perfect valid lien or bond claim. Contractor may pre-pay any payment without waiving any of Contractor’s rights under this agreement. Completed lien waivers shall accompany applications for payment Contractor and/or Owner may require bills paid affidavit forms as well.

b. Retainage of _0%_ of the sums due under each Work Order issued and accepted hereunder shall be withheld until completion and acceptance of all Subcontract Work to be performed in connection with such Work Order.

c. In the event the Contractor believes any of the conditions listed below warrant such action, the Contractor may withhold from payments due hereunder, sums deemed necessary to protect the Contractor or Owner from any losses on account of: (i) Defects in the Subcontract Work not remedied; (ii) Failure of the Subcontractor to pay bills for labor and/or materials furnished in connection with the Subcontract Work; (iii) Inability of Subcontractor to complete the Subcontract Work for the unpaid balance of the Price thereof; (iv) Failure of the Subcontractor to diligently prosecute the Subcontract Work such that damages for delay are likely’ (v) Damages to another subcontractor; (vi) Breach by the Subcontractor of any provision or obligation of this Agreement or of the Contract Documents applicable to such Subcontract Work; or (vii) Breach by the Subcontractor of any provision or obligation of another subcontract agreement or Work Order with Contractor.

d. Contractor may in its sole discretion make any payments due hereunder by means of checks jointly payable to the Subcontractor and any of Subcontractor’s material-men or sub-subcontractors and Subcontractor agrees that any such joint check payments made shall constitute payment to the Subcontractor under this Agreement for the full amount of such joint check.

e. In the event Contractor receives notice of a lien claim or bond claim by Subcontractor’s material-man, subcontractor or laborer, Contractor may, at Contractor’s option, directly pay any such claimant. Any such direct payment to a claimant and any expenses in processing such claim and payment shall be deducted from the Price of the Subcontract Work and from payments otherwise due Subcontractor. Subcontractor and Contractor further agree that Contractor will incur substantial additional costs and expenses in administration of claims when a notice is received, that such costs would be difficult to ascertain, that the sum of $350.00 would be a reasonable and just compensation to Contractor for each notice received, and that $350.00 for each notice should be deducted from the Price of the Subcontract Work and from any payments due to Subcontractor, as liquidated damages for such administration.

f. If the Contractor fails to make payments to the Subcontractor as herein provided for any cause not the fault of the Subcontractor, after receipt of payment by the Owner for the Subcontractor’s Work, then Subcontractor may, upon ten (10) days written notice to the Contractor, stop work without prejudice to any other remedy he may have.

Final Payment. Contractor’s obligation to make a final payment to Subcontractor under any Work Order issued and accepted hereunder is specifically conditions precedent to final payment: (a) Submittal by the Subcontractor of an affidavit that all payrolls, bills for material and equipment, and other indebtedness connected with applicable Subcontractor Work, have been paid or otherwise satisfied; (b) submittal by the Subcontractor of indicating that all of the Subcontractor’s material-men, laborers, and subcontractors have been fully paid and are waiving all statutory lien rights and releasing all bond claims; (c) consent of Surety to final payment, if required; (d) approval by the Owner, Architect, and Contractor of the Subcontractor’s Work; and (e) receipt by the Contractor of all payments related to the Subcontractor’s Work, including retainage withheld by the Owner from the Contractor. SUBCONTRACTOR’S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF ALL CLAIMS BY THE SUBCONTRACTOR RELATING TO THE SUBCONTRACT WORK OR TO THE CONTRACTOR”S WORK CONNECTED WITH THE APPLICABLE PROJECT OR

CONTRACT DOCUMENTS, BUT SHALL IN NO WAY RELIEVE THE SUBCONTRACTOR OF LIABILITY FOR THE OBLIGATIONS FOR REPLACING FAULTY OR DEFECTIVE WORK APPEARING AFTER FINAL PAYMENT.

V. CHANGES AND ADDITIONAL

COMPENSATION

Changes. Contractor, from time to time, without invalidating the applicable Work Order or this Agreement , may order changes in the Subcontract Work within the general scope thereof consisting of additions, deletions or other revisions to the Subcontract Work. Subcontractor, prior to the commencement of such changed or revised work, shall promptly submit to the contractor any claim for adjustment to the applicable Work Order Price or Project Schedule because of such changed or revised work. All Change Orders, Modifications, Claims for Adjustments, and Notices provided in this Agreement shall be in writing.

5.02 Notice Required. SUBCONTRACTOR SHALL NOT BE ENTITLED TO ANY EXTRA COMPENSATION OR ADDITIONAL PERFORMANCE TIME FOR ANY CHANGED, REVISED, OR EXTRA WORK UNLESS THE SUBCONTRACTOR HAS GIVEN THE CONTRACTOR WRITTEN NOTICE OF A CLAIM FOR EXTRA COMPENSATION OR ADDITIONAL PERFORMANCE TIME WITHIN FIVE (5) DAYS FROM THE BEGINNING OF THE EVENT FOR WHICH CLAIM IS MADE; OTHERWISE, SUCH CLAIMS SHALL BE WAIVED. Subcontractor shall not perform any changed, revised, or extra work unless prior to the performance of such work, either; (i) the Contractor and Subcontractor enter into a modification changing the Price and/or Performance Schedule for such changed Subcontract Work; or (ii) the Contractor, after receiving the Subcontractor’s claim, provides the Subcontractor notice to proceed with the changed, revised, or extra Subcontract Work such modification.

5.03 Finality of Owner’s Decision.

Notwithstanding anything contained herein to the contrary, IF THE WORK FOR WHICH THE SUBCONTRACTOR CLAIMS EXTRA COMPENSATION TO BE DUE, IS DETERMINED BY THE OWNER, OR THE OWNER’S REPRESENTATIVE, TO BE SUCH THAT THE CONTRACTOR IS NOT ENTITLED TO ADDITIONAL COMPENSATION FOR SUCH WORK FROM THE OWNER, THE SUBCONTRACTOR WAIVES ITS RIGHT TO EXTRA COMPENSATION FOR SUCH WORK AND RELEASES THE CONTRACTOR FOR ANY LIABILITY OF PAYMENT THEREFOR. Subject to Subcontractor’s right to participate in a proceeding disputing such a decision as provided in the applicable Contract Documents, the decision of the Owner, or the Architect as the Owner’s representative, shall be final with regard to whether extra compensation is due and with regard to the amount of such extra compensation.

Claims Against Owner. Contractor will cooperate with Subcontractor to submit

any valid and enforceable claim against the Owner or Owner’s representative for extra compensation or other relief under the applicable Contract Documents. As a condition precedent to Contractor’s agreement to cooperate in the submittal of Subcontractor’s claim against the Owner, Subcontractor agrees to pay for any expense, including attorney’s fees, incurred in connection with claims asserted at the request of the Subcontractor, including the pre-payment of any retainage fee that may be requested.

5.05 Proceeding with Work. If a Subcontractor and Contractor do not agree upon either (i) whether or not the Subcontractor’s written notice requesting extra compensation constitutes changed work or additional work beyond the original scope of Subcontract Work, or (ii) the reasonable amount of extra compensation due for the changed or extra work, then Subcontractor shall proceed with the work in accordance with the instructions of the Contractor. In such event, the Subcontractor shall maintain and present to the Contractor, in such form as the Contractor may prescribe, and itemized accounting of costs, together with appropriate supporting data, for all extra labor, materials, and equipment expended at the project site by the Subcontractor for the changed or additional work. For changed or additional work beyond the scope of the original Subcontract Work, the Subcontractor shall be entitled to recover, subject to requirements for notice, all labor, material, and equipment costs expended at the project site for the changed or additional work, minus the (15%) as an aggregate amount for Subcontractor’s overhead and profit. In the event that Subcontractor’s costs include second and third tier subcontractor’s, the aggregate sum of Subcontractor’s overhead and profit, together with all its subcontractors’ overhead and profit, shall not exceed twenty percent (20%) in addition to the costs for labor, materials, and equipment expended at the project site by Subcontractor and all its subcontractors.

Insurance and Indemnification

6.01 Insurance. a. PRIOR TO STARTING THE SUBCONTRACT WORK the Subcontractor shall procure and maintain in force statutory workers’ compensation insurance for all subcontractors’ employees and/or workmen at the project site, employers liability insurance with $500,000.00 coverage, commercial general liability insurance (including explosion, collapse and underground property damage ( “XCU”) coverage ) and business Automobile Liability insurance and such other insurance, to the extent required by the Contract Documents for the subcontract work. Unless otherwise provided in this agreement, the subcontractor’s commercial general and automobile liability insurance, as required by this provision shall be primary and non-contributory and shall be written for not less than the limits of liability as follows:

(i) Commerical General Liability.

$1,000,000.00 Each occurrence

$ 2,000,000.00 General Aggregate per project

$ 1,000,000.00 Products/Completed

Operations Aggregate

$1,000,000.00 Personal and Advertising

Injury

(ii) Business Automobile Liability.

$1,000,000.00 Combined Single Limit or

$500,000.00 Bodily Injury-Each Person

$1,000,000.00 Bodily Injury-Each Occurrence

$500,000.00 Property Damage-Per

Accident

b. The Commercial General Liability Policy shall contain a contractual liability endorsement, and endorsement listing the Contractor as additional insured, and a products/completed operations endorsement. Commercial General Liability Insurance may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by an Excess or Umbrella Liability policy. The Business Automobile Liability Policy shall contain an endorsement listing the Contractor as additionally insured.

c. The Workers Compensation Policy shall contain a waiver of subrogation endorsement in favor Contractor and its employees. Subcontractor shall execute a joint agreement to be filed with the Workers’ Compensation Commission stating the Subcontractor is an independent contractor.

d. For each Work Order issued and accepted hereunder, prior to starting the Subcontract Work, the Subcontractor shall deliver to Contractor two original Accord Certificates of Insurance acceptable to Contractor which evidences the coverages and the endorsements required herein and which states that the coverages afforded under the policies will not be canceled or terminated unless at least 30 days written notice is given to the Contractors. A separate certificate of insurance will be provided for each such Work Order. If Subcontractor subcontracts any portion of the Subcontract Work, Subcontractor shall deliver to Contractor for each of Subcontractor’s subcontractors or employees leasing companies, an original Accord Certificate of Insurance which evidences the same coverages and endorsements required herein. Upon request from Contractor, Subcontractor shall deliver a copy of all policies of insurance required herein. All insurance companies providing coverage to Subcontractor pursuant to the requirements of this Agreement shall have a minimum financial rating of A-, VII by A. M Best & Company.

Subcontractor shall be solely responsible for insuring Subcontractor’s equipment against physical loss or damage of any kind. SUBCONTRACTOR WAIVES ANY CLAIM AGAINST CONTRACTOR, OWNER OR THEIR EMPLOYEES AND OFFICERS, FOR ANY AND ALL LOSSES, INJURY, DAMAGES OR EXPENSES WHICH ARE COVERED BY POLICIES OF INSURANCE, EXCEPT SUCH RIGHTS AS SUBCONTRACTOR MAY HAVE TO THE PROCEEDS OF SUCH INSURANCE.

Indemnification.

a. THE SUBCONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CONTRACTOR, THE OWNER,AND ALL OF THEIR AGENTS AND EMPLOYEES (“INDEMNIFIED PARTIES”) FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO BODILY INJURY, SICKNESS, DISEASE OR DEATH TO ANY PERSON OR EMPLOYEE OR ANY INJURY TO PROPERTY, ARISING OUT OF OR RELATING TO OR CONNECTED WITH THE PERFORMANCE, OR FAILURE IN PERFORMANCE, OF THE SUBCONTRACT WORK UNDER THIS AGREEMENT, EVEN IF ANY SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED IN WHOLE OR IN PART BY A NEGLIGENT ACT OR OMISSION BY AN INDEMNIFIED PARTY.THE EXPRESSED INTENTION OF THE PARTIES IS THAT THE SUBCONTRACTOR’S INDEMNITY HEREIN WILL SURVIVE THE TERMINATION OF THE SUBCONTRACT AND WILL INDEMNIFY AND PROTECT THE INDEMNIFIED PARTIES FROM THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.

b. In any and all claims against an indemnified

party by an employee of the Subcontractor, or anyone directly or indirectly employed by him or anyone for whose acts he may be liable, the indemnification obligation under this Paragraph 6.02 shall not be limited in any way by any limitation or bar under the Workers Compensation Act, or other employee benefit acts.

VII. BONDS AND WARRANTIES

Performance/Payment If required by the Contractor, a Performance Bond and a Payment Bond in a form satisfactory to Contractor shall be furnished in connection with any Work Order issued and accepted hereunder in the full amount of the price of the Subcontract Work as set forth therein, and the cost thereof shall be paid by Contractor as a change to the Subcontract Work. This obligation shall continue throughout the term of this Agreement and may be required at any time during the performance of Subcontract Work hereunder. These bonds will be furnished by the insurance company on the list of Acceptable Sureties by the Department of the Treasury within the limits stated thereon.

Conformance with Contract Documents The Subcontractor warrants to the Owner and Contractor that all Subcontract Work shall be free from any and all defects due to faulty workmanship and/or materials and shall comply with all requirements of the applicable Contract Documents. The Subcontractor shall promptly remove, replace, correct and/or repair any portion of the Subcontract Work that the Contractor or the Owner determines is defective or is not in compliance with the applicable Contract Documents. The Subcontractor further agrees to execute any special guarantees as provided by the terms of the Contract Documents, prior to final payment.

Payments of Laborers and Materialmen.

The Subcontractor further warrants that all laborers, materialmen and subcontractors providing labor, equipment, or materials for the Subcontract Work will be paid such that neither the Owner, Contractor, or Owner’s property will be subject to any claims, liens, or encumbrances.

VIII. Supplementation of Work and Termination

Supplementation by Contractor.

Should the Subcontractor fail at any time in connection with any Work Order issued and accepted hereunder to supply a sufficient number of properly skilled workmen and sufficient

materials and equipment of the proper quality, as determined by the Contractor in its sole discretion, or fail in any respect to prosecute the Subcontract Work with promptness and diligence, or fail to promptly correct defective Subcontract Work or fail in the performance of any of the agreements contained in the applicable Contract Documents, the Contractor may, at his option without notice, provide such labor, materials and equipment and to deduct the cost thereof, together with all loss or damage occasioned thereby, from any money then due or thereafter to become due to the Subcontractor under this Agreement.

Termination of Work Order for Default.

If the Subcontractor at any time shall refuse or neglect to supply sufficient properly skilled workmen, or materials or equipment of the proper quality and quantity, or fail in any respect to prosecute the Subcontractor Work under any Work Order issued and accepted hereunder with promptness and diligence, or cause by any action or omission the stoppage or interference with the work of the Contractor or other subcontractors, or fail in performance of any of the covenants contained in the applicable Contract Documents, or be unable to meet his debts as they mature, the Contractor may, at his option, at any time terminate such Work Order for the Subcontractor’s default by delivering written notice of termination to the Subcontractor. Thereafter, the Contractor may take possession of the Project and the Work Order, materials, tools and appliances of the Subcontractor at the building site, and through himself or others provide labor, equipment and materials to prosecute and complete the Work Order on such terms and conditions as shall be deemed necessary. The Contractor shall deduct the cost thereof, including without restriction thereto all charges, expenses, losses, costs, damages, and attorney’s fees, incurred as a result of the Subcontractor’s failure to perform, from any money then due or thereafter to become due to the Subcontractor under this Agreement. If the Contractor so terminates a Work Order, the Subcontract shall not be entitled to any further payments thereunder until the Work Order has been completed and accepted by the Owner, and payment has been received by the Contractor. If the cost to complete the Work Order (plus all charges, expenses, losses, costs, demands and attorney’s fees recoverable under this Agreement) exceeds the unpaid Subcontract Price, Subcontractor shall pay the Contractor the balance of such excess.

Termination of Work Order for Convenience.

The Contractor may, at its option, at any time, terminate without Subcontractor’s default without Subcontractor’s default the whole or any part any Work Order issued and accepted hereunder for the convenience of the Contractor. Subcontractor agrees that upon any such termination, the Subcontractor’s sole remedy shall be payment of full value for all work properly performed, plus reasonable profit thereon, less all payments Subcontractor has previously received on account of such work performed. Subcontractor agrees to waive all claims for damages, including lost or anticipated profits, arising from or related to any such termination by Contractor.

Payments After Termination.

If the Contractor terminates this Agreement pursuant to 8.02 above, the Subcontractor shall not be entitled to any further payments under this Agreement until Subcontractor’s Work has been completed and accepted by the Owner, and payment has been received by the Contractor from Owner for any money due or thereafter to become due to the Subcontractor under this Agreement. If the cost to complete the Subcontract Work (plus all charges, expenses, losses, costs, demands and attorney’s fees recoverable under this Agreement) exceeds the unpaid Subcontract Price, Subcontractor shall pay the Contractor the balance of such excess. In the event the Contractor terminates the Work Order for default as provided in paragraph 8.02, and the Subcontractor is subsequently found not to be in default, the Contractor’s termination for default shall be deemed for all purposes to be a termination for convenience as provided in paragraph 8.02.

DISPUTE RESOLUTION

9.01 Arbitration. Except as provided herein, all claims, disputes and other matters in question arising out of or relating to this Agreement or the breach thereof may be decided by arbitration if agreed by both parties. Arbitration shall then be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then prevailing, with discovery matters conducted in accordance with the Texas Rules of Civil Procedure. The Arbitrator shall be selected by the Contractor from a list of arbitrators provided by the American Arbitration Association. The award rendered by the arbitration shall be final, and judgment may be entered upon the award in accordance with the Texas Arbitration Act. If the Contractor's agreement with the Owner does not provide for arbitration, this agreement to arbitrate shall not apply to: (a) a claim by either party for contribution or indemnity asserted in litigation brought by the Owner; or (b) a claim by the Subcontractor against the Contractor if the Contractor asserts said claim, in whole or in part, against the Owner in litigation in which the Subcontractor could be joined. If the arbitrability of this Agreement is contested by either party, the issue shall be submitted to a court of competent jurisdiction, and the arbitration shall be stayed until the determination by the court.

9.02 Claims under Prime Contract.

a. In the event the Contractor and Owner or others arbitrate or litigate matters relating to Subcontract Work, it shall be the responsibility of the Subcontractor to prepare and present the Contractor’s case, to the extent the proceedings are related to the Subcontractor’s Work under this Agreement.

b. Should the Contractor enter into arbitration or litigation with the Owner or others regarding matters relating to this Agreement, the Subcontractor shall be bound by the result of the arbitration or litigation to the same degree as the Contractor.

Continued Performance Pending Dispute Resolution.

The Subcontractor shall carry on Subcontractor’s Work and maintain his progress during any arbitration or litigation proceedings.

9.04 Statute of Repose:

The Subcontractor and Contractor agree that for purposes of this Agreement the statute of repose shall commence to run thirty (30) days after the final completion of the entire Project.

ADDITIONAL OBLIGATIONS

Additional Obligations of Subcontractor.

In addition to the other engagements of the Subcontractor hereunder, Subcontractor hereby agrees that with regard to this Agreement and/or any Work Order issued and accepted hereunder Subcontractor shall:

Not discriminate against any employee, or applicant for employment because of race, creed, color, age, sex, national origin, or disability.

Not assign rights under this Agreement or any Work Order issued and accepted hereunder or any amounts due or to become due hereunder without the written consent of the Contractor; nor subcontract the whole of any Subcontract Work without the written consent of the Contractor; nor further subcontract portions of any Subcontract Work without written notification to the Contractor.

Promptly submit shop drawings and samples as requested by Contractor, in order to carry on the Subcontract Work efficiently without delay in the progress of any Project. Subcontractor shall resubmit within three (3) Days, any shop drawings or submittals returned for correction.

Comply with all Federal, State and local laws and ordinances relating to construction of buildings or structures, give adequate notices relating to the Subcontract Work to the proper authorities, and secure and pay for all necessary licenses or permits to carry on the Subcontract Work as described in the applicable Contract Documents.

Comply with Federal and State laws relating to reporting and payment of federal and state payroll taxes on wages, including but not limited to, Federal Income Tax withholding provisions of the Internal Revenue Code, Federal Insurance Contribution Act (FICA) payments, and Federal Unemployment Tax Act (FUTA) payments, applicable state unemployment tax payments.

Comply with all Federal, State and local laws, including, but not limited to, the statutes and regulations promulgated pursuant to statute related to Texas Worker’s Compensation Act; Consolidated Omnibus Budget Reconciliation Act (COBRA); Immigration Reform and Control Act of 1986; Consumer Credit Protection Act Tile 3, Title 7 of the 1964 Civil Rights Act; Age Discrimination Employment Act; Employees Retirement Income Security Act (ERISA); and Occupational Safety and Health Act of 1970 (OSHA), the Construction Safety Act of 1969, and the Clean Water Act, with all regulations promulgated by the Environmental Protection Agency including Storm Water Pollution Prevention Plan requirements. The Subcontractor shall defend and be responsible for all citations, fines and penalties, and shall indemnify and hold Contractor and all other subcontractors harmless from any loss sustained by reason of any failure to so comply. As an independent contractor, Subcontractor is exclusively responsible for compliance with these regulations and laws and for the safety of Subcontractor’s employees.

For the Subcontract Work under each Work Order issued and accepted hereunder, maintain a qualified person approved by Contractor on the job at all times.

Comply with Contractor’s Drug Free Workplace Program, including Subcontractor’s cooperation in testing of employees failing tests or refusing to submit to tests.

Exercise every precaution necessary to eliminate asbestos and/or lead-containing materials from any of the materials incorporated in the Subcontract Work. If asbestos fibers or lead contaminants are found in materials associated with the Subcontract Work, the Subcontractor shall be responsible for determining the source of and removing all materials containing asbestos fiber or lead contaminants.

Promptly provide Contractor notice of any condition which could increase Contractor’s cost of the Subcontract Work or Contractor’s liability for claims or damages, to allow Contractor to confirm the condition and mitigate damages arising from the condition. SUBCONTRACTOR WAIVES ALL CLAIMS OR DAMAGES AND FULLY RELEASES CONTRACTOR FROM LIABILITY FOR ANY CLAIMS OR DAMAGES, WHICH ARISE PRIOR TO SUBCONTRACTOR’S NOTICE TO CONTRACTOR OF ANY SUCH CONDITION.

XI. MISCELLANEOUS

Notices. All notices required to be given under this Agreement shall be deemed delivered when deposited in the United States mail, first class postage prepaid, addressed to the recipient at:

CONTRACTOR: Greater Southwest Constructors, Inc.

PO BOX 834

Weatherford, TX. 76086

SUBCONTRACTOR : North Texas Sealants Company

106 A N. Bailey Street. Fort Worth, TX. 76107
Phone: (817) 690-3860 Fax: (817) 740-0327

11.02 Conflict in Terms.

In the event there is a conflict between the terms of this Agreement, any Work Order issued and accepted hereunder, and the other Contract Documents applicable to Work Order, the terms of the Work Order shall control over this Agreement and the other Contract Documents and the terms of this Agreement shall control over the other Contract Documents.

Attorney’s Fees.

In the event that the Contractor is required to retain the services of an attorney to enforce this Agreement, or any Work Order issued and accepted hereunder, or to defend against any cause of action, claim, or counterclaim brought by the Subcontractor on which the Subcontractor does not prevail, then the Contractor shall be entitled to recover the attorney’s fees and costs incurred, in addition to other remedies to which the Contractor is entitled under Texas law. In the event that the Subcontractor is required to retain the services of an attorney to enforce this Agreement or any Work Order issued and accepted hereunder, and the Subcontractor prevails in asserting a valid claim under this Agreement, then the Subcontractor shall be entitled to recover attorney’s fees and costs incurred, in addition to other remedies to which the Subcontractor is entitled under Texas law.

11.04 Unconditional Guaranty. To induce Contractor to enter into this Agreement with Subcontractor and from time to time, to issue Work Orders hereunder for the Subcontract work as describe therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor (s) hereby unconditionally, irrevocably and absolutely, jointly and severally guaranty the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor (s) shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any Surety or Guarantor. Guarantor(s) hereby waive(s) all diligence, presentment, demand, and protest, and agree to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor(s) further agree(s) that Contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor(s) further agree(s) that at any time, without notice to Guarantor(s), Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within any covenant, agreement, or warranty under the Subcontract; (b) amend or change the scope of the Subcontract by Change Order; or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor(s) .

Guarantor(s) hereby acknowledge(s) that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor (s) may have in Subcontractor, shall not alter, affect, or in anyway limit the obligations of the Guarantor (s) hereunder. Guarantor(s) further consent (s) and agree(s) that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of any Guarantor under this unconditional guaranty shall be joint and several and Contractor may in its sole and absolute discretion pursue its remedies against anyone or more of the Guarantor(s) and may settle with any one or more of the Guarantor (s) for such consideration as Contractor may deem proper, and may release any one or more of the undersigned Guarantor (s) from the obligations under the Subcontract without releasing any other Guarantor. The obligations of Guarantor (s) shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Contractor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof.

EXECUTED in Parker County, Texas.

CONTRACTOR: Greater Southwest Constructors, Inc.

PO BOX 834

Weatherford, Texas 76086

817-596-3513 (Phone)

817-596-3213 (Fax)

By:

NAME:

TITLE:

DATE:

SUBCONTRACTOR: North Texas Sealants Company

BY:

NAME:

TITLE*:

DATE:

GUARANTORS:

* Subcontractor’s signature must be by the Owner of a sole proprietorship, partner of a partnership or a president of a corporation.

Greater Southwest Constructors, Inc.

PO BOX 834

Weatherford, Texas 76086

Phone: 817-596-3513

Fax: 817-596-3213

BLANKET SUBCONTRACT AGREEMENT

This Blanket Subcontract Agreement

Lyn Daffan

2006-01-24

Joe R.Jones Construction,Inc