The marked-up contract

SUBCONTRACT AGREEMENT This Subcontract Agreement is made between Brookfield Ridge Builders, LLC ("Contractor") and Copperline Flooring, Inc. ("Subcontractor") for the Harbor Point Medical Office project ("Project"). ARTICLE 1. CONTRACT DOCUMENTS 1.1 The Subcontract Documents consist of this Agreement, the Prime Contract between Contractor and Owner, the General Conditions, the Project Manual, the Drawings and Specifications, and the Project Schedule, all of which are incorporated by reference as if fully set forth herein. Subcontractor is bound to Contractor to the same extent Contractor is bound to Owner. ARTICLE 2. SCOPE OF WORK 2.1 Subcontractor shall furnish all labor, materials, equipment and supervision to complete the resilient flooring, carpet tile and base work. 2.2 Subcontractor shall be responsible for all substrate preparation necessary to receive the flooring, including grinding, patching and leveling. 2.3 Subcontractor shall obtain and pay for all permits required for its Work.

ARTICLE 3. SUBCONTRACT SUM AND PAYMENT 3.1 Contractor shall pay Subcontractor the sum of $1,860,000 for the complete performance of the Work. 3.2 Payment to Subcontractor is contingent upon Contractor's receipt Receipt of payment by Contractor from Owner is not a condition precedent to payment of amounts properly due to the Subcontractor. Payment shall be made within 30 days of a properly submitted invoice for work performed, regardless of Contractor's receipt of payment from any third party.3 of payment from Owner. Subcontractor assumes the risk of owner nonpayment. 3.3 Progress payments shall be made within sixty (60) days Payment shall be due within 30 days of a properly submitted invoice.1 after Contractor's receipt of an approved pay application. 3.4 Contractor shall retain ten percent (10%) of each progress payment until final completion of the entire Project Retainage on the Subcontractor's Work shall be released within thirty (30) days after substantial completion and acceptance of the Subcontractor's Work, conditioned only on deliverables within the Subcontractor's own control. Release shall not be conditioned on completion or acceptance of the Project as a whole, on the Owner's payment to Contractor, or on documentation from parties other than the Subcontractor.6. 3.5 As a condition of each payment, Subcontractor shall deliver an unconditional waiver and release of lien rights through the date of the pay application.

ARTICLE 4. TIME AND DELAY 4.1 Time is of the essence. Subcontractor shall perform the Work in accordance with the Project Schedule as revised by Contractor from time to time. 4.2 Subcontractor shall pay Contractor liquidated damages Liquidated damages shall be the Subcontractor's sole and exclusive liability for delay, shall not exceed 5% of the Contract Price in the aggregate, and shall not apply to excusable delays. LDs are in lieu of, not in addition to, actual or consequential delay damages.4 of $2,000 per day for each day of delay attributable to Subcontractor. 4.3 Subcontractor's sole remedy for any delay, hindrance or interference, regardless of cause, shall be an extension of time, and Subcontractor shall not be entitled to any damages for delay. 4.4 Subcontractor shall accelerate its Work, including overtime and additional shifts, at no additional cost when directed by Contractor when directed by Contractor in writing, with overtime and premium time paid by change order8. ARTICLE 5. INDEMNIFICATION 5.1 To the fullest extent permitted by law, Subcontractor shall defend, indemnify and hold harmless ...except to the extent such claims, damages, losses, or expenses are caused by the negligence or willful misconduct of the Indemnitee. In no event shall the Indemnitor be obligated to indemnify any party against that party's own negligence.2 Contractor and Owner from any and all claims arising out of or related to the Work, regardless of whether caused in part by the negligence of the party indemnified.

ARTICLE 6. INSURANCE 6.1 Subcontractor shall maintain commercial general liability insurance of $2,000,000 per occurrence and $4,000,000 aggregate, and umbrella liability of $5,000,000. ARTICLE 7. TERMINATION 7.1 Contractor may terminate this Subcontract for convenience Upon termination for convenience, the Subcontractor shall be paid for all work performed, materials purchased or committed, demobilization costs, and reasonable overhead and profit on the work performed through the date of termination.5 at any time. Subcontractor shall be paid only for Work performed to the date of termination and shall not be entitled to anticipated profit or overhead on unperformed Work. ARTICLE 8. WARRANTY 8.1 Subcontractor warrants its Work for two (2) year Warranty period shall be 1 year from substantial completion, consistent with manufacturer pass-through warranties.10s from final completion of the Project. ARTICLE 9. DISPUTES AND GOVERNING LAW 9.1 This Subcontract is governed by the laws of the State of Georgia. Disputes shall be resolved by binding arbitration.