SUBCONTRACT AGREEMENT

GREATER SOUTHWEST CONSTRUCTORS, INC.

P.O.BOX 834

Weatherford, Texas 76086

Phone (817) 596-3513

Fax (817) 596-3213

********************************

CONTRACTOR:	Greater Southwest Constructors, Inc.

SUBCONTRACTOR:	«Company»

OWNER:	«Project_Owner»

JOB #:	«Job»

CONTRACT #:	«contract_»

EFFECTIVE DATE:	«Effective_date»

SUBCONTRACT PRICE:	«SUBPRICE_1»

«Subprice_2»

MONTHLY PAYMENT APPLICATION DATE: BILLING TO BE TO GSW AT COMPLETION AND APPROVAL OF FACILITIES ENGINEER AT LMCO.

Cost Category: «Cost_Code»

SUBCONTRACTOR WORK: «Sub_Work»

WORKSCOPE: «Workscope»

SPECIAL PROVISIONS: «Special_Previsions»

CONTRACT DOCUMENTS: «Contract_Documents»

«Contract_Documents_2»

This Subcontract Agreement (herein called "Agreement") is made and entered into as of the "Effective Date" (herein so called) listed above, by and between Greater Southwest Constructors, Inc. (herein called "Contractor"), and the "Subcontractor" (herein so called) listed above, for the performance of the "Subcontract Work" (as that term is defined above) on the "Project" (herein so called) listed above. If the "Contract" (herein so called) referenced above is a prime contract between the owner of the "Project" (herein so called) listed above and the Contractor, then the term "Owner" refers to that owner. If the Contract is itself a subcontract, then the term "Owner" refers to the party to the Contract with which Contractor is in privity. Both the Contractor and Subcontractor agree to perform each's respective obligations as set forth below and in the attached Exhibits, to wit:

ARTICLE I - PERFORMANCE

A.	Time: Time is of the essence to this Agreement. Subcontractor shall begin work as soon as instructed by the	Contractorand 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 Project by other subcontractors. EXCEPT AS PROVIDED IN ARTICLE I, PARAGRAPH B, SUBCONTRACTOR SHALL PERFORM ALL	SUBCONTRACT WORK WITHIN THE NUMBER OF DAYS SHOWN ON THE PROJECT SCHEDULE OR AS OTHERWISE REQUIRED BY THE CONTRACT DOCUMENTS (the last of which days being referred to herein	as the "Completion Date").

B.	Project Schedule: Subcontractor shall perform all subcontract work pursuant to the Project Schedule provided by the Contractor, unless Subcontractor notifies Contractor within three (3) calendar days from receipt of the Project	Schedule or revised Project Schedule that the Subcontract Work cannot be performed within the time provided in the Project Schedule. Contractor may, from time to time, reschedule the order of the Subcontract Work or	otherwise revise the Project Schedule. SUBCONTRACTOR AGREES TO COMPLY WITH SUCH SCHEDULE	REVISIONS WITHOUT ANY INCREASE TO THE SUBCONTRACT PRICE FOR ACCELERATION OR DELAYS.

C.	Damages for Delay: As required in Article I, Paragraph (A) and (B), above, Subcontractor shall perform all	Subcontract Work by the Completion Date. Subcontractor recognize and stipulates that, if the Subcontract Work is completed, failure to complete same as required by Project Schedule and on or by the Completion Date will result in a probable loss to the Contractor, but that damages resulting from such delay could be determined only with	great difficulty, or not at all. Hence, Subcontractor and Contractor stipulate and agree that (i) the "Delay	Liquidated Damage Amount" (herein so called), listed on Page 1, above, is the Contractor's and Subcontractor's reasonable estimate of the probable loss that would be sustained by Contractor as a result of such delay; and (ii) that the Delay Liquidated Damage Amount is not, and is not intended as, a penalty. If Subcontractor completes the	Subcontract Work, but fails to complete same on or by the Completion Date, Subcontractor shall pay to Contractor within seven (7) days of Contractor's demand the Delay Liquidated Damage Amount for each day that elapses after	the scheduled Completion Date in which the Subcontract Work is not completely performed. If the Subcontract Work is never completed, the Delay Liquidated Damage Amount shall not apply, and Contractor shall be entitled to seek whatever damages or remedies to which it may be entitled as a result of Subcontractor's breach.

ARTICLE II- PAYMENT

A. No applications for payment will be processed and no payment 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 by the Owner, payments shall be due after ten (10) business days of Owner’s payment to Contractor.. Applications for payment shall be accompanied by completed lien waivers and/or bills paid affidavit forms as may be required by Contractor or Owner. If a lien has been filed or if a claim has been made against Contractor's bond, no payment will be made by Contractor until Subcontractor has tendered to Contractor a release for each lien or claim, such release being in a form acceptable to Contractor.

B. 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 and Owner from any losses on account of: (i) defective 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 Subcontract balance; (iv) failure of the Subcontractor to diligently prosecute the Subcontract Work such that damages for delay are likely; (v) damages to another subcontractor; or (vi) breach by the Subcontractor of any provision or obligation of this Agreement.

C. At Contractor's election, any payments to Subcontractor may be made by one or more joint checks payable to Subcontractor and one or more of its material-man, laborers, or sub-subcontractors. Subcontractor agrees that any	joint check payments to the Subcontractor and any of Subcontractor's material-man, laborers, or sub-subcontractors	shall constitute payment for the full amount of such joint check to the Subcontractor under this Agreement.

D. In the event Contractor receives notice of lien claim or bond claim by Subcontractor's material-man, sub-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 Subcontract Price and from any payments due to 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 $250.00 would be a reasonable and just compensation to Contractor for each notice received, and that $250.00 for each notice should be deducted from the Subcontract Price and from any payments due to Subcontractor, as liquidated damages for such administration.

E. Final invoice shall be submitted with the attached Subcontractor's Final Release of Lien waiver when the work described in this contract is fully completed and performed in accordance with the contract documents.

F. Before issuance of payment the Subcontractor; if required, shall submit evidence satisfactory to the Contractor that all payroll, material, bills and all known indebtedness connected with the Subcontractor's percentage of work completed for that period have been satisfied.

G. No payments will be issued toward this contract until; this signed original form is received by Greater Southwest Constructors, Inc.

ARTICLE III - INSURANCE

A. Prior to starting work the insurance required to be furnished shall be obtained from a responsible company or companies to provide proper and adequate coverage and satisfactory evidence will be furnished to the Contractor that the Subcontractor has complied with the requirements as stated in this section.

B. Subcontractor shall provide all insurance as required by contract documents including, but not limited to, fire insurance and extended coverage, consideration of public liability, property damage, employer’s liability, and worker's compensation insurance for the Subcontractor and his employees.

C. Provide a current worker's compensation and general liability insurance certificate to the Contractor prior to commencement of work, listing Greater Southwest Constructors, Inc. as an additional insured.

D. Note minimum insurance requirements note on page 5 of 8.

ARTICLE IV - ADDITIONAL OBLIGATIONS OF SUBCONTRACTOR

A.	In addition to other engagements of the Subcontractor hereunder, Subcontractor hereby agrees that Subcontractor shall:

(1) Be bound to the Contractor by the terms of the Contract Documents and this Agreement, and assume toward the Contractor all the obligations and responsibilities that the Contractor, by those documents, assumes toward the Owner, as applicable to this Subcontract.

(2) Submit to the Contractor applications for payment at such times as stipulated in Article II so as to enable the Contractor to apply for payment.

(3) The above-specified project is to be completed in strict conformance with all specifications and	conditions relating to this agreement. In addition, the project is to be performed in compliance with OSHA regulations and Local, State and National Building Codes.

(4) Guarantee his work against all defects of materials and/or workmanship as called for in the plans, specifications, and addenda, or if no guarantee is called for, then for a period of one (1) year from the dates of partial or total acceptance of the Subcontractor's work by the Owner.

(5) Should the Subcontractor fail at any time to supply a sufficient number of properly skilled workers 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 as determined by the Contractor in its sole discretion, or fail to promptly correct defective Work or fail in the performance of any of the subcontractor's obligations herein contained, the Contractor may, at his option without notice, provide such labor, materials and equipment and 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. If such costs, loss and/or damage exceeds the money then due or thereafter to become due to Subcontractor under the Agreement, Subcontractor shall pay to Contractor the balance of such excess.

(6) If the Subcontractor at any time shall refuse or neglect to supply sufficient properly skilled workers, or materials or equipment of the proper quality and quantity, or fail in any respect to prosecute the Subcontract Work 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 the performance of any of the covenants herein contained, or be unable to meet its debts as they mature, the Contractor may, at its option and at any time, terminate the Subcontractor's engagement hereunder by delivering written notice of termination to the Subcontractor. Thereafter, the Contractor may take possession of the Project and Subcontract Work, materials, tools, appliances, and equipment of the Subcontractor at the Project site, and through itself or others provide labor, equipment, and materials to prosecute the Subcontract Work on such terms and conditions as shall be deemed necessary. The Contractor shall deduct the cost thereof, including without restrictions 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 come due to the Subcontractor under this Agreement.

(7) If the Contractor so terminates the engagement of the Subcontractor hereunder, the Subcontractor shall not be entitled to any further payments under this Agreement until the Subcontract Work has been completed and accepted by the Owner and payment has been received by the Contractor. If the cost to complete the Subcontract Work (including all charges, expenses, losses, costs, demands and attorney's fees incurred as a result of the Subcontract termination) exceeds the unpaid Subcontract amount, Subcontractor shall pay to Contractor the balance of such excess.

(8) Make any and all changes or deviations from the original plans and specifications without nullifying the original contract when specifically ordered to do so in writing by the Contractor. The Subcontractor prior to the commencement of this revised work shall submit promptly to the Contractor written copies to the cost or credit proposal for such revised work in a manner consistent with the Contract documents.

(9) 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 ARCHITECT/ENGINEER AS THE OWNER'S REPRESENTATIVE, TO BE SUCH THAT THE CONTRACTOR IS NOT ENTITLED TO ADDITIONAL COMPENSATION FOR SUCH WORK FROM THE OWNER THE SUBCONTRACTOR SHALL WAIVE ITS RIGHT TO EXTRA COMPENSATION FOR SUCH WORK AND RELEASE THE CONTRACTOR FOR ANY LIABILITY FOR PAYMENT THEREOF. The decision of the Owner, or the architect/engineer 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.

(10) All change orders, modifications, claims for adjustments, and notices contemplated in this Article IV, Paragraph 8, shall be in writing. Any unilateral change orders on the part of the Subcontractor shall be compensated at the rate of actual time and materials plus fifteen percent (15%) overhead and ten percent (10%) profit; provided, however, that Subcontractor shall execute a written change order reflecting same immediately upon Contractor's request, and that Subcontractor maintains and provides to Contractor records documenting the time and materials incurred for the unilateral change. No time and materials will be compensated unless this backup documentation is provided. Subcontractor agrees that it will not invoice Contractor for any owner directed bilateral or unilateral changes until Contractor has received from Owner an executed change order or other written evidence of modification. Subcontractor may then include the invoice in the next monthly application for payment.

(11) Cooperate with the Contractor in scheduling his work so as not to conflict or interfere with the work of	others and promptly clean up any surplus or refuse which was created by his work.

(12) Promptly comply with the Submittal Requirements set forth in Exhibit "A", attached hereto and incorporated herein, including but not limited to the provisions to Contractor of a "Schedule of Values" (herein so called), being a document listing the values allocated to the various portions of the Subcontract Work, prepared in such form and supported by such data to substantiate its accuracy as the Contractor may require.

(13) Provide a letter giving lead times on all furnished equipment to the Contractor as a submittal within five	days of the date of your notice to proceed date which is stated in Article I.

(14) Be responsible for his employees, his subcontractors, materials, equipment and all applicable taxes, benefits and insurances.

(15) Comply with Federal, State and Local tax laws, Social Security laws and Unemployment Compensation	laws and Worker's Compensation laws insofar as applicable to the performance of this Subcontract.

(16) Comply with all Federal, State and Local laws and ordinances applying to the building or structure and to comply and give adequate notices relating to the work to proper authorities and to secure and pay for all necessary licenses or permits to carry on the work as described in the Contract Documents as applicable to this Subcontract.

(17) Maintain a qualified person (the "Authorized Representative") approved by the Contractor on the job at all times the work is being performed by Subcontractor.

(18) Comply with Contractor's drug free workplace program, including Subcontractor's cooperation in testing of employees and Subcontractor's permanent removal of employees failing tests or refusing to submit to tests.

(19) Provide Contractor with a completed Subcontractor Identification Sheet, in substantially the same form as that attached hereto as Exhibit "B" and incorporated herein, for both Subcontractor and every sub-subcontractor, laborer, or material-man providing any portion of the Subcontract Work (and in this regard, Contractor shall have the right to withhold any payment to Subcontractor until such completed Subcontractor Identification Sheets have been submitted to Contractor).

ARTICLE V - MISCELLANEOUS

A.	Greater Southwest Constructors, Inc. is an Equal Opportunity Employer. We are in compliance with the following EOE clauses [41CFR 60-1.4(a); 41CFR 60-250.4(a); and 41CFR 60-741.4(a)]. The Subcontractor is therefore bound to be an EOE and comply with these clauses under this Subcontract Agreement.

B.	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, or if transmitted by facsimile, upon transmission	with confirmation of receipt, at the address and telephone numbers set forth on the signature page hereto.

C.	This Agreement contains the entire agreement of the parties. Subcontractor agrees and acknowledges that no	representations or warranties of any kind have been made by Contractor or its employees other than those	expressed herein. All prior agreements respecting the subject matter hereof have been incorporated in the terms herein and are no longer of any force or effect. All modifications to this Agreement shall be in writing signed by the parties. The terms of this Agreement supersede and control over any terms in any proposal, bid, invoice, quote,	or other document submitted to Contractor by Subcontractor.

D.	In the event there is a conflict between the Contract Documents and any provisions of this Agreement, the terms of this Agreement shall govern.

E.	In the event that the Contractor is required to retain the services of an attorney to enforce this Agreement, or to defend against any cause of action, claim, or counterclaim brought by the Subcontractor on which the Subcontractor does not prevail, the Contractor shall be entitled to recover the attorney's fees and costs which it has incurred, in addition to other remedies to which it is entitled under Texas law. In the event that the subcontractor is required to retain the services of an attorney to enforce this Agreement and the Subcontractor prevails in asserting a valid claim under this Agreement, the Subcontractor shall be entitled to recover attorney's fees and costs, which it has incurred in addition to other remedies to which it is entitled under Texas Law. In the event litigation is required to enforce this agreement, the venue of this action shall be in Parker County, Texas.

This contract must be signed and received in its original form to Greater Southwest Constructors, Inc. within 14 days of the date of this contract. Failure to return this original contract with original signature as specified will delay progress payments toward this contract as stated in Article II paragraph (A) of this contract.

F.	Acceptance: The performance of any of the Subcontract Work by Subcontractor shall be deemed to be an acceptance and execution of this Agreement.

ARTICLE VI - WAGE SCALE

A.	If a Wage Scale is required for this project by the Contract Documents, Subcontractor shall comply to the fullest extent. All Wage Scale projects require the Subcontractor to supply the Contractor with weekly Certified Payroll Reports each and every week that the Subcontractor is on job site. Failure to supply Certified Payroll Reports as required could delay progress payments.

EXECUTED as of the date set forth below, but effective as set forth above.

Contractor:	Subcontractor:

Greater Southwest Constructors, Inc.	«Company»

___________________________________	____________________________________________

Contractors Name: Melody J. Brown	Subcontractors Signature

Contractors Title: President	Printed Name & Title: __________________________

PO BOX 834	«Address»

Weatherford, Texas 76086	«CityStZip»

Work # (817) 596-3513	Work # «Telephone»

Fax # (817) 596-3213	Fax # «Fax»

Date Signed: __________________	Date Signed: ________________________________

MINIMUM INSURANCE REQUIREMENTS:

GENERAL LIABILITY MUST HAVE A MINIMUM LIABILITY OF $500,000 UNLESS THE	SPECIFICATIONS REQUIRE A GREATER AMOUNT OF LIABILITY AND THEN THE	SPECIFICATIONS WILL OVER-RIDE.

WORKERS COMPENSATION MUST HAVE A MINIMUM LIABILITY OF $500,000 UNLESS THE	SPECIFICATIONS REQUIRE A GREATER AMOUNT OF LIABILITY AND THEN THE	SPECIFICATIONS WILL OVER-RIDE.

ASBESTOS ABATEMENT CONTRACTORS MUST PROVIDE INDEMNIFICATION.

****	ALL INSURANCE CERTIFICATES MUST LIST Greater Southwest Constructors, Inc.

AS ADDITIONAL INSURED AND INCLUDE A WAIVER OF SUBROGATION.

The submittal items required, and the dates on which they are required to be submitted, are as follows:

Submittal Item	Date Required / Not Required

CONTRACT	Number of Submittal Copies Required:	ONE (1)

Schedule of Values	«Schedule_of_values»

Certificate of Workman's Comp Insurance	«WComp_Insurance»

Certificate of General Liability Insurance	«GLiablity_Insurance»

Original Contract	«Original_Contract»

W-9	«W9»

Payment and Performance Bond	«Bond»

Subcontractor Identification Sheet	«Sub_ID_Sheet»

EXHIBIT "B"

SUBCONTRACTOR IDENTIFICATION SHEET

Contractor:	Greater Southwest Constructors, Inc

Subcontractor:	«Company»

Job #:	«Job»

Contract #:	«contract_»

This Exhibit "B" is attached to that certain Subcontract Agreement between Greater Southwest Constructors, Inc as Contractor, and the Subcontractor identified above, relating to the Job and Contract identified above. All defined terms in the Agreement are incorporated into this Exhibit "B".

Company Name:	«Company» «Address» «CityStZip»

Work Phone Number:	«Telephone»

Fax Phone Number:	«Fax»

Federal ID #:	_____________________________________________________________________________________

Is your Company Incorporated? _________________________________________________________________

Do you Carry General Liability Insurance? __________________________________________________________________

Do you Carry Worker's Compensation Insurance? ____________________________________________________________

Have you requested the above insurance certificates to be sent to us? ____________________________________________

Are you an Equal Opportunity Employer? __________________________________________________________________

Mr./Ms. ___________________________________ will be handling management and administrative responsibilities for this project.

Mr./Ms. ___________________________________ will be our on-site supervisor.

Subcontractor's Printed Name: ________________________________________________________________________

Subcontractor's Signature: ______________________________________________________________________________

(Attached supplier & Sub-Subcontractor Information sheets must be completed and submitted as Attachment to Exhibit B)

SUBCONTRACTOR'S FINAL RELEASE OF LIEN

Date: ____________________

«Company»

«Address»

«CityStZip» COST CODE #: «Cost_Code»

«Telephone»

«Fax»

Project:	«Project_Name»

CONTRACT #:	«contract_»	AMOUNT OF CONTRACT: $«SUBPRICE_1»

JOB #:	«Job»

The undersigned Subcontractor has agreed to, and by the receipt of final payment as shown below, full settlement of all billings and invoices against Greater Southwest Constructors, Inc. for the total amount of the contract as shown above and:

(1) Release and Waiver: The Subcontractor also hereby releases and waives any and all claims of any kind whatsoever, whether against Greater Southwest Constructors, Inc. or «Project_Owner», in connection with the work performed under this contract.

(2) Certification and Indemnification: The Subcontractor hereby certifies that the contractor has paid in full or has otherwise satisfied all obligations for all materials and equipment furnished, for all work, labor and services performed, and for all known indebtedness and claims against the subcontractor for damages arising in any manner in connection with the performance of this contract for which Greater Southwest Constructors, Inc. or «Project_Owner» might in any way be held responsible, and hereby indemnifies and holds harmless Greater Southwest Constructors, Inc. and «Project_Owner» from and against any damages, losses, costs and expenses in connection with any claims by the Contractor's subcontractors.

(3) All Debts Paid Certification: the Subcontractor hereby certifies that all of the Subcontractors Material-men, Laborers, and Subcontractors have been fully paid and is waving all statutory Lien rights and releasing all bond claims.

(4) Final Payment: The payment of $_______________ which includes all changes, credits, withholdings/retain-age under this contract constitutes full compensation hereunder and closes out this contract.

IN WITNESS WHEREOF, this release and waiver, certification and indemnification has been executed this ____ day of ______________, 200__.

«Company»

(CORPORATE SEAL)

(If incorporated)	By: ________________________________(OFFICER)

Title: ________________________________________

Subscribed and sworn before me this ___________ day of _______________________, 200______

Notary Public: _________________________________ My Commission Expires: _______________

SA 2 of 8 Initials _____ _____

Randy W. Summarell

2006-03-01

Lyn Daffan

Joe R. Jones Construction, Inc.