<PAGE>

                                                          Exhibit 10.5

                                                     TRIBAL OFFICE BUILDING
                                                         P.O. BOX 6010
MISSISSIPPI BAND OF CHOCTAW    [INSERT LOGO]    PHILADELPHIA, MISSISSIPPI 39350
 INDIANS                                            TELEPHONE (601) 656-5251

Mr. Sergio Bakas, AIA                                   October 8, 1999
Arquitectonica
550 Brickell Avenue, Suite 200
Miami, Florida  33131

Dear Mr. Bakas:

         The tribe has received your proposal dated September 24, 1999 to
provide design services for Phase One work of the Resort Master Plan. The
proposal from you is intended as an amendment to our existing agreement dated
January 29, 1999. A copy of your proposal is attached to this letter.

         Through this letter we indicate our acceptance of the amendment to our
existing contract. You are instructed to proceed at once with production of
construction documents for the various projects. Jay Dorris will be your
day-to-day contact for these projects. Please work with him to establish a
project schedule for my review and to coordinate other issues. Once developed
and agreed to, the project schedule will become a part of this amendment as it
relates to the timely provision of the construction documents from you.

         We look forward to working with you. Thank you.




/s/ PHILLIP MARTIN                          /s/ HARRISON BEN
----------------------------------          --------------------------
Phillip Martin,                             Harrison Ben,
Tribal Chief                                Secretary/Treasurer
                                            Tribal Council

10/8/99                                     10-13-99
----------------------------------          --------------------------
Date                                        Date

                                      cc:      Jay Dorris


<PAGE>


September 24, 1999
(rev. from September 17, 1999)

Phillip Martin, Tribal Chief
Mississippi Band of Choctaw Indians
P.O. Box 6010, Choctaw Branch
Philadelphia, MS 39350

RE:      RESORT PHASE ONE:
         BASIC ARCHITECTURAL SERVICES

Dear Chief Martin,

                  Arquitectonica is pleased to have the opportunity to submit a
proposal for the Phase One work of the Resort Master Plan. As indicated in our
current agreement, Basic Services for the components of the Master Plan will be
added when approved as an extension of the agreement. Design services for the
Silver Star Parking Garage are being provided under a separate amendment. The
following is a summary proposal based on our approved contract for services.

                          ARTICLE 1. SCOPE OF SERVICES

         Full Basic Services, as delineated in our executed agreement for the
following Master Plan elements:

1.1      A Casino/Hotel Resort based around the approved Schematic Design dated
9 September 1999 and its companion program/budget.

1.2      A Show Theater located adjacent to the existing Silver Star Resort

1.3      A 42,000 SF Retail Promenade located in front of the new Show Theater.

1.4      An air-conditioned connector bridge, linking the new casino to the
existing Silver Star Resort.

1.5      Various improvements to the existing Silver Star Resort to accept the
new resort amenities.

1.6      Sitework and Utility improvements necessary to accomplish the
facilities including on-grade parking and local utilities.

                  Specialty Consultants including but not limited to cost
estimation, interior design, acoustical, graphic design, food and laundry
services, security, gaming, theatrical, audio visual, elevatoring, wind tunnel
and curtain wall may be added under this agreement as a consultancy and managed
and incorporated into our Work, upon our mutual agreement.

                  We understand that both Landscape Architecture and Civil
Engineering services have been approved for inclusion into this base agreement
as an additional specialty. Other site engineering services including
Geotechnical, Land Surveyors and Traffic consultants can be added to this base
proposal if you desire when those scopes have been further developed.

                   ARTICLE 2. EXCLUSIONS TO SCOPE OF SERVICES

         The following information or services required for performance of the
work will be provided by others:


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #2

<PAGE>

2.1 Topography, boundary and utility surveys, geotechnical studies, adjacent
conditions including site and road sections or other base information.

2.2 Specialty Engineering consultants will be provided separately as delineated
in Part A above.

2.3 Professional rendering and model, preparation of marketing brochures,
repetitive computer-generated animation and video (other than the final
Schematic Design), and mock-up designs if not specifically indicated in the
Scope of Services.

                          ARTICLE 3. PROFESSIONAL FEES

         Basic Services include Structural, HVAC, Plumbing, Fire Protection &
         Electrical. Proposed Professional Fees are as delineated in the
         approved agreement and summarized as follows:

         The Project Fee for Basic Services for the facilities is based on a
         percentage of total hard construction cost derived from a Factor of 42
         divided by the common logarithm of the construction cost (CC) or:

                          FEE PERCENTAGE = 42 / LOG CC

         The current approved Construction Cost budget (including 8.00% for the
         Contractor's General Conditions and 4.0% for Contractor's Overhead &
         Profit) for Phase One program items include:

<TABLE>
<S>      <C>                                            <C>
3.1      Hotel/Casino                                   $     104,845,905

3.2      Show Theater                                   $       6,400,953

3.3      Retail Promenade                               $       5,338,612

3.4      Connector Bridge                               $       6,645,000

3.5      Silver Star Improvements                       $       2,800,000

3.6      Sitework                                       $      10,358,350

                  SUBTOTAL:                             $     126,030,470

                  General Conditions (8.00%)            $      10,082,438

                                                        $     136,112,908

                  Overhead (4.00%)                      $       5,444,516

                  TOTAL:                                $     141,557,424
</TABLE>

                  Therefore, the Fee Percentage = 42/ Log $141,557,424 or 5.15%,
and a Fee of $7,290,207.

                  The Fee will be distributed in the following Phases:

<TABLE>
      <S>                                                        <C>               <C>
      Schematic Design Phase                                     20%               $   1,458,830

--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #3

<PAGE>

      Design Development Phase                                   20%               $   1,458,830

      Construction Document Phase                                45%               $   3,280,593

      Bidding & Negotiation                                      2.5%              $     182,225

      Subtotal                                                                     $   6,378,931

      Construction Administration Phase                          12.5%             $     911,276
      (Upon Tribal Council Approval)

      Site Visits at request of the Owner                        TBD

      TOTAL BASIC SERVICES                                      100%               $   7,290,207
</TABLE>

         Fees paid in the Schematic Design Phase for the Casino/Hotel will be
credited to the Schematic Design of this extension as per our Agreement.

         Specialty Consultants indicated in Part A above added to the team as
the need arises will be contracted at direct cost plus a 1.20 management fee.
ARQ will organize and coordinate with all consultants, whether part of the
Design Team or provided by the Owner.

         Site engineering including Civil, Traffic, Geotechnical and Land
Surveyors will be handled as a direct Reimbursable Expense plus a 1.10
multiplier.

         Reimbursable expenses and Additional Services provisions as well as any
remaining provisions are indicated in the approved agreement.

         We hope this extension of our current agreement meets with your
approval and hope to continue with the project in a timely fashion.

Yours sincerely,

Sergio S. Bakas, AIA
Vice President


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #4

<PAGE>


                                  [INSERT LOGO]


             STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT

                      AIA DOCUMENT B141 - ELECTRONIC FORMAT

--------------------------------------------------------------------------------

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.


Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987 by The American Institute of Architects, 1735 New York Avenue,
N.W., Washington, D.C., 20006-5292. Reproduction of the material herein or
substantial quotation of its provisions without written permission of the AIA
violates the copyright laws of the United States and will be subject to legal
prosecution.

--------------------------------------------------------------------------------

AGREEMENT made as of the 29 day of January in the year of Nineteen Hundred and
Ninety-Nine

BETWEEN the Owner:
(NAME AND ADDRESS)
MISSISSIPPI BAND OF CHOCTAW INDIANS
Highway 16 West
Philadelphia, Mississippi 39350

and the Architect:
(NAME AND ADDRESS)
ARQUITECTONICA INTERNATIONAL CORP.
550 Brickell Avenue
Miami, Florida 33145

For the following Project:
(INCLUDE DETAILED DESCRIPTION OF PROJECT, LOCATION, ADDRESS AND SCOPE.)

A multi-phase resort project to be constructed over the next five to seven years
with a combination of possible uses to be determined by an initial Master
Planning Phase, located in Philadelphia, Mississippi. Likely uses to be
developed in the first phase include a 50-100,000 SF themed, first-class gaming
casino and a new 500-room resort hotel with corresponding administrative areas,
hotel retail, back-of-house functions, parking and infrastructure. Complimentary
uses such as specialty retail, food & beverage areas, meeting rooms and
showrooms will also be included in this early stage to some degree to be
determined after completion of a feasibility study and our Master Plan. Other
building components under consideration for future phases include a festival
retail facility, world-class Conference Center, a Show Theater, a Cultural
Center, a Sports Complex and a Themed Amusement Park, all with corresponding
parking structures and infrastructure.

The Owner and Architect agree as set forth below.


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #5

<PAGE>

--------------------------------------------------------------------------------
          TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
--------------------------------------------------------------------------------

                                   ARTICLE 1.
                          ARCHITECT'S RESPONSIBILITIES

1.1      ARCHITECT'S SERVICES

1.1.1 The Architect's services consist of those services performed by the
Architect, Architect's employees and Architect's consultants as enumerated in
Articles 2 and 3 of this Agreement and any other services included in Article
12.

1.1.2 The Architect's services shall be performed as expeditiously as is
consistent with professional skill and care and the orderly progress of the
Work. The Architect shall submit for the Owner's approval a schedule for the
performance of the Architect's services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the
Owner's review and for approval of submissions by authorities having
jurisdiction over the Project. Time limits established by this schedule approved
by the Owner shall not, except for reasonable cause, be exceeded by the
Architect or Owner.

1.1.3 The services covered by this Agreement are subject to the time limitations
contained in Subparagraph 11.5.1.

                                   ARTICLE 2.
                       SCOPE OF ARCHITECT'S BASIC SERVICES

2.1      DEFINITION

2.1.1 The Architect's Basic Services consist of those described in Paragraphs
2.2 through 2.6 and any other services identified in Article 12 as part of
Basic Services, and include normal structural, mechanical and electrical
engineering services.

2.2      SCHEMATIC DESIGN PHASE

2.2.1 The Architect shall assist the Owner in developing the Owner's preliminary
program, shall ascertain the requirements of the Project and shall arrive at a
mutual understanding of such requirements with the Owner.

2.2.2 The Architect shall provide a preliminary evaluation of the Owner's
program, schedule and construction budget requirements, each in terms of the
other, subject to the limitations set forth in Subparagraph 5.2.1.

2.2.3 The Architect shall review with the Owner alternative approaches to design
and construction of the Project.

2.2.4 Based on the mutually agreed-upon program, schedule and construction
budget requirements, the Architect shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents
illustrating the scale and relationship of Project components.

2.2.5 The Architect shall submit to the Owner a preliminary estimate of
Construction Cost based on current area, volume or other unit costs.

2.3 DESIGN DEVELOPMENT PHASE

2.3.1 Based on the approved Schematic Design Documents and any adjustments
authorized by the Owner in the program, schedule or construction budget, the
Architect shall prepare, for approval by the Owner, Design Development Documents
consisting of drawings and other documents to fix and describe the size and
character of the Project as to architectural, structural, mechanical and
electrical systems, materials and such other elements as may be appropriate.

2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary
estimate of Construction Cost.

2.4 CONSTRUCTION DOCUMENTS PHASE

2.4.1 Based on the approved Design Development Documents and any further
adjustments in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Architect shall prepare, for approval by the Owner,
Construction Documents consisting of Drawings and Specifications setting forth
in detail the requirements for the construction of the Project. The Architect's
stamp of professional registration and signature shall be placed on each of the
Drawings. The Architect's stamp of professional registrations and signature
shall be placed on the cover of each volume of the Specifications and Project
Manuals prepared as part of Construction Documents.

2.4.2 The Architect shall assist the Owner with the bidding & negotiation
process with the Contractor by assisting in the preparation of the necessary
bidding information, bidding forms, the Conditions of the Contract, and the form
of Agreement between the Owner and Contractor. The Architect will also assist in
evaluating any Contractor's proposals for construction on behalf of the Owner.

2.4.3 The Architect shall advise the Owner of any adjustments to previous
preliminary estimates of Construction Cost indicated by changes in requirements
or general market conditions.


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #6

<PAGE>

2.4.4 The Architect shall assist the Owner in connection with the Owner's
responsibility for filing documents required for the approval of governmental
authorities having jurisdiction over the Project.

2.5 BIDDING OR NEGOTIATION PHASE

2.5.1 The Architect, following the Owner's approval of the Construction
Documents and of the latest estimate of Construction Cost, shall assist the
Owner in obtaining bids or negotiated proposals and assist in awarding and
preparing contracts for construction.

2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT

2.6.1 The Architect's responsibility to provide Basic Services for the
Construction Phase under this Agreement commences with the award of the Contract
for Construction and terminates at the earlier of the issuance to the Owner of
the final Certificate for Payment or 60 days after the date of Substantial
Completion of the Work.

2.6.2 The Architect shall provide administration of the Contract for
Construction as set forth below and in the edition of AIA Document A201, General
Conditions of the Contract for Construction, current as of the date of this
Agreement, unless otherwise provided in this Agreement.

2.6.3 Duties, responsibilities and limitations of authority of the Architect
shall not be restricted, modified or extended without written agreement of the
Owner and Architect.

2.6.4 Architect shall be a representative of and shall advise and consult with
the Owner (1) during construction until final payment to the Contractor is due,
and (2) as an Additional Service at the Owner's direction from time to time
during the correction period described in the Contract for Construction. The
Architect shall have authority to act on behalf of the Owner only to the extent
provided in this Agreement unless otherwise modified by written instrument.

2.6.5 The Architect shall visit the site at intervals appropriate to the stage
of construction or as otherwise agreed by the Owner and Architect in writing to
become generally familiar with the progress and quality of the Work completed
and to determine in general if the Work is being performed in a manner
indicating that the Work when completed will be in accordance with the Contract
Documents. Full time on-site representation shall be provided as an additional
service by separate agreement. On the basis of on-site observations as an
architect, the Architect shall keep the Owner informed of the progress and
quality of the Work, and shall endeavor to guard the Owner against defects and
deficiencies in the Work. (MORE EXTENSIVE SITE REPRESENTATION MAY BE AGREED TO
AS AN ADDITIONAL SERVICE, AS DESCRIBED IN PARAGRAPH 3.2.)


2.6.6 The Architect shall not have control over or charge of and shall not be
responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the Work,
since these are solely the Contractor's responsibility under the Contract for
Construction. The Architect shall not be responsible for the Contractor's
schedules or failure to carry out the Work in accordance with the Contract
Documents. The Architect shall not have control over or charge of acts or
omissions of the Contractor, Subcontractors, or their agents or employees, or of
any other persons performing portions of the Work.

2.6.7 The Architect shall at all times have access to the Work wherever it is in
preparation or progress.

2.6.8 Except as may otherwise be provided in the Contract Documents or when
direct communications have been specially authorized, the Owner and Contractor
shall communicate through the Architect. Communications by and with the
Architect's consultants shall be through the Architect.

2.6.9 Based on the Architect's observations and evaluations of the Contractor's
Applications for Payment, the Architect shall review and certify the amounts due
the Contractor.

2.6.10 The Architect's certification for payment shall constitute a
representation to the Owner, based on the Architect's observations at the site
as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's
Application for Payment, that the Work has progressed to the point indicated and
that, to the best of the Architect's knowledge, information and belief, quality
of the Work is in accordance with the Contract Documents. The foregoing
representations are subject to an evaluation of the Work for conformance with
the Contract Documents upon Substantial Completion, to results of subsequent
tests and inspections, to minor deviations from the Contract Documents
correctable prior to completion and to specific qualifications expressed by the
Architect. The issuance of a Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount
certified. However, the issuance of a Certificate for Payment shall not be a
representation that the Architect has (1) reviewed construction means, methods,
techniques, sequences or procedures, (2) ascertained how or for what purpose the
Contractor has used money previously paid on account of the Contract Sum except
requiring the Contractor to supply Monthly Release Affidavits for
subcontractors.

2.6.11 The Architect shall recommend to the Owner the rejection of Work which
does not conform to the Contract Documents. Whenever the Architect considers it
necessary or advisable for implementation of the intent of the Contract

--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #7

<PAGE>

Documents, the Architect will have authority to require additional inspection or
testing of the Work in accordance with the provisions of the Contract Documents,
whether or not such Work is fabricated; installed or completed. However, neither
this authority of the Architect nor a decision made in good faith either to
exercise or not to exercise such authority shall give rise to a duty or
responsibility of the Architect to the Contractor, Subcontractors, material and
equipment suppliers, their agents or employees or other persons performing
portions of the Work.

2.6.12 The Architect shall review and approve or take other appropriate action
upon Contractor's submittals such as Shop Drawings, Product Data and Samples,
but only for the limited purpose of checking for conformance with information
given and the design concept expressed in the Contract Documents. The
Architect's action shall be taken with such reasonable promptness as to cause no
delay in the Work or in the construction of the Owner or of separate
contractors, while allowing sufficient time in the Architect's professional
judgment to permit adequate review. Review of such submittals is not conducted
for the purpose of determining the accuracy and completeness of other details
such as dimensions and quantities or for substantiating instructions for
installation or performance of equipment or systems designed by the Contractor,
all of which remain the responsibility of the Contractor to the extent required
by the Contract Documents. The Architect's review shall not constitute approval
of safety precautions or, unless otherwise specifically stated by the Architect,
of construction means, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate approval of an
assembly of which the item is a component. When professional certification of
performance characteristics of materials, systems or equipment is required by
the Contract Documents, the Architect shall be entitled to rely upon such
certification to establish that the materials, systems or equipment will meet
the performance criteria required by the Contract Documents.

2.6.13 The Architect shall prepare Change Orders and Construction Change
Directives, with supporting documentation and data if deemed necessary by the
Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval
and execution in accordance with the Contract Documents, and may authorize minor
changes in the Work not involving an adjustment in the Contract Sum or an
extension of the Contract Time which are not inconsistent with the intent of the
Contract Documents.

2.6.14 The Architect shall conduct inspections to determine the date or dates of
Substantial Completion and the date of final completion, shall receive and
forward to the Owner for the Owner's review and records written warranties and
related documents required by the Contract Documents and assembled by the
Contractor, and shall issue a final Certificate for Payment upon compliance with
the requirements of the Contract Documents.

2.6.15 The Architect shall provide advice to the Owner in matters concerning
performance of the Owner and Contractor under the requirements of the Contract
Documents on written request of the Owner. The Architect's response to such
requests shall be made with reasonable promptness and within any time limits
agreed upon.

2.6.16 Advice and decisions provided by the Architect shall be consistent with
the intent of and reasonably inferable from the Contract Documents and shall be
in writing or in the form of drawings. When making such advice and decisions,
the Architect shall endeavor to secure faithful performance by the Contractor,
and shall not be liable for results of interpretations or decisions so rendered
in good faith.

2.6.17 The Architect's decisions on matters relating to aesthetic effect shall
be final if consistent with the intent expressed in the Contract Documents.

2.6.18 The Architect shall render written decisions within a reasonable time on
all claims, disputes or other matters in question between the Owner and
Contractor relating to the execution or progress of the Work as provided in the
Contract Documents.

2.6.19 The Architect's decisions on claims, disputes or other matters, including
those in question between the Owner and Contractor, except for those relating to
aesthetic effect as provided in Subparagraph 2.6.17, shall be subject to the
dispute resolution process set forth in 12.7 as provided in this Agreement and
in the Contract Documents.

                                   ARTICLE 3.
                               ADDITIONAL SERVICES

3.1      GENERAL

3.1.1 The services described in this Article 3 are not included in Basic
Services unless so identified in Article 12, and they shall be paid for by the
Owner as provided in this Agreement, in addition to the compensation for Basic
Services. The services described under Paragraphs 3.2 and 3.4 shall only be
provided if authorized or confirmed in writing by the Owner. If services
described under Contingent Additional Services in Paragraph 3.3 are required due
to circumstances beyond the Architect's control, the Architect shall notify the
Owner prior to commencing such services. If the Owner deems that such services
described under Paragraph 3.3 are not required, the Owner shall give prompt
written notice to the Architect. If the Owner indicates in writing that all or
part of such Contingent Additional Services are not required, the Architect
shall have no obligation to provide those services.

--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #8

<PAGE>

3.2      PROJECT REPRESENTATION BEYOND BASIC SERVICES

3.2.1 If more extensive representation at the site than is described in
Subparagraph 2.6.5 is required, the Architect shall provide one or more Project
Representatives to assist in carrying out such additional on-site
responsibilities.

3.2.2 Project Representatives shall be selected, employed and directed by the
Architect, and the Architect shall be compensated therefor as agreed by the
Owner and Architect. The duties, responsibilities and limitations of authority
of Project Representatives shall be as described in the edition of AIA Document
B352 current as of the date of this Agreement, unless otherwise agreed.

3.2.3 Through the observations by such Project Representatives, the Architect
shall endeavor to provide further protection for the Owner against defects and
deficiencies in the Work, but the furnishing of such project representation
shall not modify the rights, responsibilities or obligations of the Architect as
described elsewhere in this Agreement.

3.3 CONTINGENT ADDITIONAL SERVICES

3.3.1 Making revisions in Drawings, Specifications or other documents when such
revisions are:

     .1   inconsistent with approvals or instructions previously given by the
          Owner, including revisions made necessary by adjustments in the
          Owner's program or Project budget;

     .2   required by the enactment or revision of codes, laws or regulations
          subsequent to the preparation of such documents; or

     .3   due to changes required as a result of the Owner's failure to render
          decisions in a timely manner.

3.3.2      [Not used.]

3.3.3 Preparing Drawings, Specifications and other documentation and supporting
data, and providing other services in connection with Change Orders and
Construction Change Directives, provided such Change Orders and Construction
Change Directives are not the result of actions or omissions by the Architect.

3.3.4 Providing additional services in connection with evaluating substitutions
proposed by the Contractor and making subsequent revisions to Drawings,
Specifications and other documentation resulting therefrom.

3.3.5 Providing consultation concerning replacement of Work damaged by fire or
other cause during construction, and furnishing services required in connection
with the replacement of such Work.

3.3.6 Providing services made necessary by the default of the Contractor, by
major defects or deficiencies in the Work of the Contractor, or by failure of
performance of either the Owner or Contractor under the Contract for
Construction.

3.3.7 Providing services in evaluating an extensive number of claims submitted
by the Contractor or others in connection with the Work.

3.3.8 Providing services in connection with a public hearing, arbitration
proceeding or legal proceeding except where the Architect is party thereto.

3.3.9 Preparing documents for alternate, separate or exhaustive sequential bids
or providing exhaustive services in connection with bidding, negotiation or
construction prior to the completion of the Construction Documents Phase. The
Architect understands that some portions of the Work may be bid in packages
(foundations, steel) and such preparation shall not be considered an Additional
Service unless such preparation interferes with the normal course of delivering
the documents.

3.4 OPTIONAL ADDITIONAL SERVICES

3.4.1 [Not used.]

3.4.2 Providing financial feasibility or other special studies.

3.4.3 Providing planning surveys.

3.4.4 Providing special surveys, (other than the Code study provided as part of
Basic Services) environmental studies and submissions required for approvals of
governmental authorities or others having jurisdiction over the Project.

3.4.5 [Not used.]

3.4.6 Providing services to investigate existing conditions or facilities or to
make measured drawings thereof

3.4.7 Providing services to verify the accuracy of drawings or other information
furnished by the Owner.

3.4.8 Providing coordination of construction performed by separate contractors
or by the Owner's own forces and coordination of services required in connection
with construction performed and equipment supplied by the Owner.

--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #9

<PAGE>

3.4.9 Providing services in connection with the work of a construction manager
or separate consultants retained by the Owner.

3.4.10 Providing detailed estimates of Construction Cost.

3.4.11 Providing detailed quantity surveys or inventories of material, equipment
and labor.

3.4.12 Providing analyses of owning and operating costs.

3.4.13 Providing interior design and other similar services required for or in
connection with the selection, procurement or installation of furniture,
furnishings and related equipment (collectively "FF&E") pursuant to Section
12.1.2 at an additional fee as specified,

3.4.14 Providing services for planning tenant or rental spaces.

3.4.15 Making investigations, inventories of materials or equipment, or
valuations and detailed appraisals of existing facilities.

3.4.16 Insert A: The Architect will prepare a set of reproducible record
drawings from prints marked up during construction as an Additional Service on
an hourly basis.

3.4.17 Providing assistance in the utilization of equipment or systems such as
testing, adjusting and balancing, preparation of operation and maintenance
manuals, training personnel for operation and maintenance, and consultation
during operation.

3.4.18 Providing services after issuance to the Owner of the final Certificate
for Payment, or in the absence of a final Certificate for Payment, more than 60
days after the date of Substantial Completion of the Work.

3.4.19 Providing services of consultants for other than architectural,
structural, mechanical and electrical engineering portions of the Project
provided as a part of Basic Services.

3.4.20 Providing any other services not otherwise included in this Agreement or
not customarily furnished in accordance with generally accepted architectural
practice.

                                   ARTICLE 4.
                            OWNER'S RESPONSIBILITIES

4.1 The Owner shall provide full information regarding requirements for the
Project, including a preliminary program which shall set forth the Owner's
objectives, schedule, constraints and criteria, including space requirements and
relationships, flexibility, expandability, special equipment, systems and site
requirements.

4.2 The Owner, with the assistance of the Architect and Consultant team, shall
establish and update an overall budget for the Project, including the
Construction Cost, the Owner's other costs and reasonable contingencies related
to all of these costs.

4.3 If requested by the Architect, the Owner shall furnish evidence that
financial arrangements have been made to fulfill the Owner's obligations under
this Agreement.

4.4 The Owner shall designate a representative authorized to act on the Owner's
behalf with respect to the Project. The Owner or such authorized representative
shall render decisions in a timely manner pertaining to documents submitted by
the Architect in order to avoid unreasonable delay in the orderly and sequential
progress of the Architect's services.

4.5 The Owner shall furnish surveys describing physical characteristics, legal
limitations and utility locations for the site of the Project, and a written
legal description of the site. The surveys and legal information shall include,
as applicable, grades and lines of streets, alleys, pavements and adjoining
property and structures; adjacent drainage; rights-of-way, restrictions,
easements, encroachments, zoning, deed restrictions, boundaries and contours of
the site; locations, dimensions and necessary data pertaining to existing
buildings, other improvements and trees; and information concerning available
utility services and lines, both public and private, above and below grade,
including inverts and depths. All the information on the survey shall be
referenced to a project benchmark.

4.6 The Owner shall furnish the services of geotechnical engineers when such
services are requested by the Architect. Such services may include but are not
limited to test borings, test pits, determinations of soil bearing values,
percolation tests, evaluations of hazardous materials, ground corrosion and
resistivity tests, including necessary operations for anticipating subsoil
conditions, with reports and appropriate professional recommendations.

4.6.1 The Owner shall furnish the services of other consultants when such
services are reasonably required by the scope of the Project and are requested
by the Architect.

4.7 The Owner shall furnish structural, mechanical, chemical, air and water
pollution tests, tests for hazardous materials, and other laboratory and



--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #10

<PAGE>

environmental tests, inspections and reports required by law or the Contract
Documents.

4.8 The Owner shall furnish all legal, accounting and insurance counseling
services as may be necessary at any time for the Project, including auditing
services the Owner may require to verify the Contractor's Applications for
Payment or to ascertain how or for what purposes the Contractor has used the
money paid by or on behalf of the Owner.

4.9 The services, information, surveys and reports required by Paragraphs 4.5
through 4.8 shall be furnished at the Owner's expense, and the Architect shall
be entitled to rely upon the accuracy and completeness thereof.

4.10 Prompt written notice shall be given by the Owner to the Architect if the
Owner becomes aware of any fault or defect in the Project or nonconformance with
the Contract Documents.

4.11 The proposed language of certificates or certifications requested of the
Architect or Architect's consultants shall be submitted to the Architect for
review and approval at least 14 days prior to execution. The Owner shall not
request certifications that would require knowledge or services beyond the scope
of this Agreement.

                                   ARTICLE 5.
                                CONSTRUCTION COST

5.1      DEFINITION

5.1.1 The Construction Cost shall be the total cost to the Owner (estimated
initially until fixed at an accepted Bid amount). For the purposes of fee
calculation, see Article 11.2.1.3, for the definition of Construction Cost.

5.1.2 The Construction Cost shall include the cost at current market rates of
labor and materials furnished by the Owner and equipment designed, specified,
selected or specially provided for by the Architect, plus a reasonable allowance
for the Contractor's overhead and profit. In addition, a reasonable allowance
for contingencies shall be included for market conditions at the time of bidding
and for changes in the Work during construction.

5.1.3 Construction Cost does not include the compensation of the Architect and
Architect's consultants, the costs of the land, rights-of-way, financing or
other costs which are the responsibility of the Owner as provided in Article 4.

5.2      RESPONSIBILITY FOR CONSTRUCTION COST

5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of
Construction Cost and detailed estimates of Construction Cost, if any, prepared
by the Architect, represent the Architect's best judgment as a design
professional familiar with the construction industry. It is recognized, however,
that neither the Architect nor the Owner has control over the cost of labor,
materials or equipment, over the Contractor's methods of determining bid prices,
or over competitive bidding, market or negotiating conditions. Accordingly, the
Architect cannot and does not warrant or represent that bids or negotiated
prices will not vary from the Owner's Project budget or from any estimate of
Construction Cost or evaluation prepared or agreed to by the Architect.

5.2.2 No fixed limit of Construction Cost shall be established as a condition of
this Agreement by the furnishing, proposal or establishment of a Project budget,
unless such fixed limit has been agreed upon in writing and signed by the
parties hereto. If such a fixed limit has been established, the Architect shall
be permitted to include contingencies for design, bidding and price escalation,
to determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, to make reasonable
adjustments in the scope of the Project and to include in the Contract Documents
alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits,
if any, shall be increased in the amount of an increase in the Contract Sum
occurring after execution of the Contract for Construction.

5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after
the Architect submits the Construction Documents to the Owner, any Project
budget or fixed limit of Construction Cost shall be adjusted to reflect changes
in the general level of prices in the construction industry between the date of
submission of the Construction Documents to the Owner and the date on which
proposals are sought.

5.2.4 If a fixed limit of Construction Cost (adjusted as provided in
Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated
proposal, the Owner shall:

     .1   give written approval of an increase in such fixed limit;

     .2   authorize rebidding or renegotiating of the Project within a
          reasonable time;

     .3   if the Project is abandoned, terminate in accordance with Paragraph
          8.3; or


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #11

<PAGE>

     .4   cooperate in revising the Project scope and quality as required to
          reduce the Construction Cost.

5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect,
without additional charge, shall modify the Contract Documents as necessary to
comply with the fixed limit, if established as a condition of this Agreement.
The modification of Contract Documents shall be the limit of the Architect's
responsibility arising out of the establishment of a fixed limit. The Architect
shall be entitled to compensation in accordance with this Agreement for all
services performed whether or not the Construction Phase is commenced.

                                   ARTICLE 6.
                          USE OF ARCHITECT'S DRAWINGS,
                       SPECIFICATIONS AND OTHER DOCUMENTS

6.1 See Article 12.11

6.2 Submission or distribution of documents to meet official regulatory
requirements or for similar purposes in connection with the Project is not to be
construed as publication in derogation of the Architect's reserved rights
pursuant to Article 12.

                                   ARTICLE 7.
                                   ARBITRATION

7.1 [Not used.]

7.2 [Not used.]

7.3 [Not used.]

7.4 See Article 12.

                                   ARTICLE 8.
                           TERMINATION, SUSPENSION OR
                                   ABANDONMENT

8.1 This Agreement may be terminated by either party upon not less than seven
days' written notice should the other party fail substantially to perform in
accordance with the terms of this Agreement through no fault of the party
initiating the termination.

8.2 If the Project is suspended by the Owner for more than 30 consecutive days,
the Architect shall be compensated for services performed prior to notice of
such suspension. When the Project is resumed, the Architect's compensation shall
be equitably adjusted, by mutual agreement between Owner and Architect, to
provide for expenses incurred in the interruption and resumption of the
Architect's services.

8.3 This Agreement may be terminated by the Owner upon not less than seven days'
written notice to the Architect in the event that the Project is permanently
abandoned. If the Project is suspended by the Owner for more than 120
consecutive days, or 120 days total within a one (1) year period the Architect
may terminate this Agreement by giving written notice.

8.4 Failure of the Owner to make payments to the Architect in accordance with
this Agreement shall be considered substantial nonperformance and cause for
termination.

8.5 If the Owner fails to make payment when due the Architect for services and
expenses, the Architect may, upon seven days' written notice to the Owner,
suspend performance of services under this Agreement. Unless payment in full is
received by the Architect within seven days of the date of the notice, the
suspension shall take effect without further notice. In the event of a
suspension of services, the Architect shall have no liability to the Owner for
delay or damage caused the Owner because of such suspension of services.

8.6 In the event of termination not the fault of the Architect, the Architect
shall be compensated for services performed prior to termination, together with
Reimbursable Expenses then due and all Termination Expenses as defined in
Paragraph 8.7.

8.7 Termination Expenses are in addition to compensation for Basic and
Additional Services, and include expenses which are directly attributable to
termination. Termination Expenses shall be computed as a percentage of the total
compensation for Basic Services and Additional Services earned to the time of
termination, as follows:

         .1     [Not used.]

         .2     Ten percent of the total compensation for Basic and Additional
                Services earned to date if termination occurs during the
                Schematic Design Phase; (provided the Owner has instructed the
                Architect to Proceed with Basic Services) or

         .3     Five percent of the total compensation for Basic and Additional
                Services earned to date if termination occurs during any
                subsequent phase.



--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #12

<PAGE>

                                   ARTICLE 9.
                            MISCELLANEOUS PROVISIONS

9.1      See Article 12.10.

9.2 Terms in this Agreement shall have the same meaning as those in AIA Document
A201, General Conditions of the Contract for Construction, current as of the
date of this Agreement.

9.3 Causes of action between the parties to this Agreement pertaining to acts or
failures to act shall be deemed to have accrued and the applicable statutes of
limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial
Completion, or the date of issuance of the final Certificate for Payment for
acts or failures to act occurring after Substantial Completion.

9.4 The Owner and Architect waive all rights against each other and against the
contractors, consultants, agents and employees of the other for damages, but
only to the extent covered by property insurance during construction, except
such rights as they may have to the proceeds of such insurance as set forth in
the edition of AIA Document A201, General Conditions of the Contract for
Construction, current as of the date of this Agreement. The Owner and Architect
each shall require similar waivers from their contractors, consultants and
agents.

9.5 The Owner and Architect, respectively, bind themselves, their partners,
successors, assigns and legal representatives to the other party to this
Agreement and to the partners, successors, assigns and legal representatives of
such other party with respect to all covenants of this Agreement. Neither Owner
nor Architect shall assign this Agreement without the written consent of the
other.

9.6 This Agreement represents the entire and integrated agreement between the
Owner and Architect and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by
written instrument signed by both Owner and Architect.

9.7 Nothing contained in this Agreement shall create a contractual relationship
with or a cause of action in favor of a third party against either the Owner or
Architect.

9.8      See Section 12.3.

9.9 The Architect shall have access to the Project site for the purpose of
photography and shall have the right to include representations of the design of
the Project with the Owner's prior written including photographs of the exterior
and interior, among the Architect's promotional and professional materials. The
Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the
specific information considered by the Owner to be confidential or proprietary.
The owner shall provide professional credit for the Architect on the
construction sign and in the promotional materials for the Project.

                                   ARTICLE 10.
                            PAYMENTS TO THE ARCHITECT

10.1     DIRECT PERSONNEL EXPENSE

10.1.1 Direct Personnel Expense is defined as the direct salaries of the
Architect's personnel engaged on the Project and the portion of the cost of
their mandatory and customary contributions and benefits related thereto, such
as employment taxes and other statutory employee benefits, insurance, sick
leave, holidays, vacations, pensions and similar contributions and benefits.

10.2     REIMBURSABLE EXPENSES

10.2.1 Reimbursable Expenses are in addition to compensation for Basic and
Additional Services and include expenses incurred by the Architect and
Architect's employees and consultants in the interest of the Project, as
identified in the following Clauses.

10.2.1.1 Expense of transportation outside the Metropolitan Dade County area in
connection with the Project; expenses in connection with authorized out-of-town
travel including private automobile usage at the current federal rate;
long-distance communications; and fees paid for securing approval of authorities
having jurisdiction over the Project.

10.2.1.2 Expense of reproductions, color computer renderings, postage and
handling of Drawings, Specifications and other documents.

10.2.1.3 If authorized in advance by the Owner, expense of overtime work
requiring higher than regular rates.

10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner,
(except preliminary wire-frame, computer modeling which shall not be charged as
a reimbursable expense). Expenses for advanced 3-D modeling, if requested by the
Owner at a later date, shall be a reimbursable cost.


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #13

<PAGE>

10.2.1.5 Expense of additional insurance coverage or limits, including
professional liability insurance, requested by the Owner in excess of the
insurance carried by the Architect and Architect's consultants pursuant to
Section 12.8.

10.2.1.6 Expense of computer-aided design and drafting equipment time when used
in connection with Additional Services.

10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES

10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment
under this Agreement.

10.3.2 Subsequent payments for Basic Services shall be made monthly and, where
applicable, shall be in proportion to services performed within each phase of
service, on the basis set forth in Subparagraph 11.2.2. Payments on portions of
such invoices may be withheld on a line-item basis to resolve disputed items and
expedite the remaining un-contested items.

10.3.3 If and to the extent that the time initially established in Subparagraph
11.5.1 of this Agreement is exceeded or extended through no fault of the
Architect, compensation for any services rendered during the additional period
of time shall be computed in the manner set forth in Subparagraph 11.3.2.

10.3.4 When compensation is based on a percentage of Construction Cost and any
portions of the Project are deleted or otherwise not constructed, compensation
for those portions of the Project shall be payable to the extent services are
performed on those portions, in accordance with the schedule set forth in
Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated
proposal, or (2) if no such bid or proposal is received, the most recent
preliminary estimate of Construction Cost or detailed estimate of Construction
Cost for such portions of the Project.

10.4     PAYMENTS ON ACCOUNT OF ADDITIONAL  SERVICES

10.4.1 Payments on account of the Architect's Additional Services and for
Reimbursable Expenses shall be made monthly upon presentation of the Architect's
statement of services rendered or expenses incurred.

10.5     PAYMENTS WITHHELD

10.5.1 No deductions shall be made from the Architect's compensation on account
of penalty, liquidated damages or other sums withheld from payments to
contractors, or on account of the cost of changes in the Work other than those
for which the Architect has been found to be liable.

10.6     ARCHITECT'S ACCOUNTING RECORDS

10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional
Services and services performed on the basis of a multiple of Direct Personnel
Expense shall be available to the Owner or the Owner's authorized representative
at reasonable business hours.


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #14

<PAGE>


                                   ARTICLE 11.
                              BASIS OF COMPENSATION

The Owner shall compensate the Architect as follows:

11.1 AN INITIAL PAYMENT of Twenty-Three thousand and Two hundred and Fifty
Dollars ($ 23,250.00) shall be made upon execution of this Agreement and
credited to the Owner's account at final payment, (calculated at five percent
5.0% of $465,000.00 for planning).

11.2 BASIC COMPENSATION

11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services
included in Article 12 as part of Basic Services, Basic Compensation shall be
computed as follows: (Insert basis of compensation, including stipulated sums,
multiples or percentages, and identify phases to which particular methods of
compensation apply, if necessary.)

1. Fees for Professional Services for the Master Planning portion of the Project
shall be on a lump sum basis for Two Hundred and Ninety thousand dollars
($290,000.00) invoiced monthly based on progress,

2. Fees for Conceptual Design services for the Casino/Hotel portion of the
Project shall be on a lump sum basis for One Hundred and Seventy Five thousand
dollars ($175,000.00) invoiced monthly based on progress.

3. Basic Services for the Casino/Hotel work and any other uses selected during
the Master Planning phase is based on a percentage of total hard construction
cost for Basic Services derived from a Factor of 42 divided by the common
logarithm of the construction cost (CC) or:

Fee Percentage = 42/Log CC

A budgeted Construction Cost will be used at the outset of the project and will
be replaced by a Probable Construction Cost when the design can be estimated. It
will be adjusted again after a Construction Bid is determined and approved and
then become fixed.

Fees paid in 11.2.2 shall be credited in Basic Services to the Schematic Design
Phase if the Project should proceed. Additional portions of the Master Planning
fee in Section 11.2.1.1 may be credited to Basic Services to the Schematic
Design Phase if significant portions of the Master Plan are selected for Basic
Services within this Agreement by mutual agreement.

Upon completion of the Master Plan, both parties will review the uses selected
for development and determine the level of "theming" necessary to accomplish the
design. An additional "theming" fee for highly themed environments may be
appropriate. Highly themed environments refer to areas of the Project that
require additional attention by the Consultant team, over and above normal
design and construction and/or expertise by specialty consultants not typically
part of an architectural design team. Examples of highly themed environments may
include staged show components, water features, robotics, animation, advance
audio/visual treatment, artistic recreations etc.

For Professional Services (excluding expenses) of other base building
consultants in the design team other than normal structural HVAC, plumbing, fire
protection and electrical shall be by mutual approval and invoiced at one and
one fifth (1.20) times direct cost for assuming additional direction,
coordination of their deliverables, and accounting expenses. This charge will be
in lieu of a Management Fee to handle consultants not part of Basic Services or
multipliers for Reimbursable Expenses indicated in Section 11.4 herein. These
may include cost estimation, interior design services performed outside the
Architect's office, acoustical, graphic design, food and laundry services,
security, video/audio, elevatoring, wind tunnel, and any other specialty. This
multiplier specifically EXCLUDES site engineering services including Landscape
Architecture, Civil engineering, Geotechnical, Land Surveys and Traffic
consultants which are indicated herein in Section 11.4.1.

11.2.2 Where compensation is based on a stipulated sum or percentage of
Construction Cost, progress payments for Basic Services in each phase shall
total the following percentages of the total Basic Compensation payable:
(Insert additional phases as appropriate.)


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #15

<PAGE>

<TABLE>
     <S>                                                                               <C>
     Schematic Design Phase:                                                           twenty percent (20 %)
     Design Development Phase:                                                         twenty percent (20 %)
     Construction Documents Phase:                                                     forty-five percent (45 %)
     Bidding or Negotiation Phase: (Part of Construction Documents Phase above)        ___ percent (___%)
     Construction Phase:                                                               fifteen percent (15 %)
     Total Basic Compensation                                                          one hundred percent (100%)
</TABLE>

11.3 COMPENSATION FOR ADDITIONAL SERVICES

11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in
Paragraph 3.2, compensation shall be computed as follows:

At the Architect's Standard Hourly rates as set forth in Article 12.

11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and
12, other than (1) Additional Project Representation, as described in Paragraph
3.2, and (2) services included in Article 12 as part of Basic Services, but
excluding services of consultants, compensation shall be computed as follows:

(INSERT BASIS OF COMPENSATION, INCLUDING RATES AND/OR MULTIPLES OF DIRECT
PERSONNEL EXPENSE FOR PRINCIPALS AND EMPLOYEES, AND IDENTIFY PRINCIPALS AND
CLASSIFY EMPLOYEES, IF REQUIRED. IDENTIFY SPECIFIC SERVICES TO WHICH PARTICULAR
METHODS OF COMPENSATION APPLY, IF NECESSARY)


At the Architect's Standard Hourly rates as set forth in Article 12.

11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural,
mechanical and electrical engineering services and those provided under
Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services,
a multiple of one and one tenth (1.10) times the amounts billed to the Architect
for such services.

(IDENTIFY SPECIFIC TYPES OF CONSULTANTS IN ARTICLE 12, IF REQUIRED.)


11.4     REIMBURSABLE EXPENSES

11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other
items included in Article 12 as Reimbursable Expenses, a multiple of one and one
tenth (1.10) times the expenses incurred by the Architect, the Architect's
employees and consultants in the interest of the Project. This multiplier
applies to Reimbursements for consultant costs for site engineering (Civil,
Traffic, Land Surveyor) and Landscape Architecture.

11.5     ADDITIONAL PROVISIONS

11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed
within some agreed upon number of months to be determined prior to Basic
Services when the Scope and Construction time is determined and attached hereto
as an amendment to this Agreement ( ) of the date hereof, through no fault of
the Architect, extension of the Architect's services beyond that time shall be
compensated as provided in Subparagraphs 10.3.3 and 11.3.2.

11.5.2 Payments are due and payable Thirty (30) days from the receipt of the
Architects invoice. Amounts unpaid forty-five (45) days after the receipt date
shall bear interest at the rate entered below, or in the absence thereof at the
legal rate prevailing from time to time at the principal place of business of
the Architect.

(INSERT RATE OF INTEREST AGREED UPON,)


Three-Fourths of One Percent monthly (0.75%)

(USURY LAWS AND REQUIREMENTS UNDER THE FEDERAL TRUTH IN LENDING ACT, SIMILAR
STATE AND LOCAL CONSUMER CREDIT LAWS AND OTHER REGULATIONS AT THE OWNER'S AND
ARCHITECT'S PRINCIPAL PLACES OF BUSINESS, THE LOCATION OF THE PROJECT AND
ELSEWHERE MAY AFFECT THE VALIDITY OF THIS PROVISION. SPECIFIC LEGAL ADVICE
SHOULD BE OBTAINED WITH RESPECT TO DELETIONS OR MODIFICATIONS, AND ALSO
REGARDING REQUIREMENTS SUCH AS WRITTEN DISCLOSURES OR WAIVERS.)


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #16

<PAGE>

11.5.3 The rates and multiples set forth for Additional Services shall be
adjusted in accordance with normal salary review practices of the Architect, if
the Project Time exceeds four (4) years.

                                   ARTICLE 12.
                          OTHER CONDITIONS OR SERVICES

(INSERT DESCRIPTIONS OF OTHER SERVICES, IDENTIFY ADDITIONAL SERVICES INCLUDED
WITHIN BASIC COMPENSATION AND MODIFICATIONS TO THE PAYMENT AND COMPENSATION
TERMS INCLUDED IN THIS AGREEMENT.)


12.1     BASIC SERVICES

In addition to the services described in Sections 2.2 through 2.19, the
Architect shall provide the following as Basic Services:

12.1.1 Meet with the Owner's staff to further develop the Owner's preliminary
program for the Project.

12.1.2 Provide Interior Design services for built-in items and finishes for all
public spaces (lobbies, corridors, etc.). Furniture and furnishings design can
be provided as an Additional Service, with enough detail to allow procurement by
others. Tenant Retail/Restaurant spaces shall be designed as a "shell" space
only, in preparation for future tenant work by others unless also specifically
added as Interior Design Services.

12.1.3 A portion of the architectural Work in Basic Services under this
Agreement will be provided by Korunsky Krank & Erickson (KKE) as hired by the
Architect under a separate Consultant Agreement.

12.1.4 The remainder of the consultant team providing Basic Services (normal
Structural, HVAC, Plumbing, Fire Protection and Electrical) will be selected
with the Owner's recommendation and approval.

12.2     OWNERSHIP RIGHTS IN CUSTOM-DESIGNED ITEMS

The Architect shall retain all legal rights including copyright, design and
utility patent rights, in and to selected furniture, fixtures and accessories
("FF&E Items") which are custom-designed by the Architect for the Project,
including, but not limited to, the right to commercially develop and market,
under the Architect's name or otherwise, derivative FF&E items of a
substantially similar design for non-competitive uses. The Architect agrees to
refrain from use, re-use or incorporation of any of the Owner's copyrighted
names or logos used in conjunction with the Project for any outside purpose. The
Owner retains the right to re-use designs for specialty items and FF&E for other
similar Projects.

12.3     HAZARDOUS MATERIALS

The Architect shall have no responsibility for or liability in connection with
the discovery, presence, handling, containment, removal or disposal of or
exposure of persons to asbestos, asbestos products, polychlorinated biphenyl
(PCB) or other toxic substances (collectively, "Hazardous Materials") in any
form at the Project site. If the Architect encounters or otherwise becomes aware
of the presence of Hazardous Materials, the Architect shall notify the Owner
immediately, orally and in writing, of the condition. The Owner shall thereafter
engage properly qualified experts and contractors to evaluate the Hazardous
Materials and provide for their removal or containment. The Owner shall
indemnify, hold harmless and defend the Architect and its employees and
consultants from any claims, causes of action, costs or expenses, including
attorney's fees, arising out of or relating to the presence of Hazardous
Materials at the Project site.

12.4     UNANTICIPATED CONDITIONS AT THE SITE

The Owner acknowledges that it is impossible to anticipate all conditions which
may arise in the absence of full exploratory testing. Accordingly, in the event
that conditions are uncovered during construction that could not reasonably have
been anticipated by the Architect in the absence of exploratory testing, then
the Architect shall be compensated on an Additional Services basis for revisions
to the Construction Documents and related professional services necessitated by
said unanticipated conditions.

12.5     DELAYS


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #17

<PAGE>

The Architect and Owner shall not be responsible for delays resulting from: (1)
acts, omissions to act, or failure to act in a timely manner by the Owner, the
Contractor, subcontractors and their respective agents and employees; (2) "Force
Majeure Events" which shall include, but not be limited to, acts of God;
strikes, lockouts or other labor disturbances (except the Owner and/or
Architect's own employees); civil unrest; embargoes; shortage or unavailability
of materials or labor; and unforeseen changes in applicable laws or regulations;
(3) any other matters beyond the reasonable control of the Architect. In such an
event, the Project schedule shall be equitably adjusted to compensate for the
effect of such delays.

12.6     INDEMNIFICATION

The Owner agrees to use reasonable effort to include in the Construction
Contract a provision obligating the Contractor to indemnify, hold harmless and
defend the architect from and against all claims, causes of action, damages and
expenses, including attorney's fees, arising out of injury or death to persons
or damage to property to the extent caused by acts or omissions of the
Contractor, its subcontractors, suppliers and any one for whose acts they may be
held legally responsible. Failure to provide such indemnification from the
General Contractor is not deemed to make the Owner in default of its
responsibilities under this Agreement.

12.7     DISPUTE RESOLUTION:

12.7.1 DISPUTES: In order to avoid litigation and to resolve any disputes as
amicably as possible, the parties agree that any dispute arising out of or
relating to this Agreement, whether in contract, tort or otherwise, arising
before or after termination of this Agreement, shall be resolved either (i)
through discussion between the parties pursuant to 12.7.2 or, (ii) if the
parties fail to resolve the dispute through such discussions and if agreed upon
by both parties, the dispute may be submitted to binding arbitration pursuant to
12.7.3 or (iii) in the event the parties do not resolve the dispute through
either of such voluntary methods, then either party shall be entitled to bring
any available legal action. In the event of legal action between the parties,
the prevailing party shall be entitled to reimbursement of its reasonable legal
fees and costs.

12.7.2 MEDIATION: Either party may commence this process by written notice to
the other describing the matter in dispute. In the next five (5) days following
such notice, the Owner and Architect's designees, shall meet and use their best
efforts to resolve the dispute through direct discussions and/or through
telephone conferences. If discussion between the parties does not resolve the
dispute. The Owner's designee shall notify the Chief of the Mississippi Band of
Choctaw Indians of the dispute, and the Chief will discuss the dispute with the
Architect's President. If, however, the parties are unable to reach agreement
within a fifteen (15) day period from the date of the first written notice of
dispute or such additional periods as they may agree, then either party may seek
to resolve the dispute pursuant to Section 12.7.3 below.

12.7.3 ARBITRATION: Upon written agreement of both parties, any claim, dispute
or other matter in question between the Owner and the Architect arising out of
or related to this Agreement may be submitted to binding Arbitration. Any such
agreement or consent to arbitrate shall be specifically enforceable in the
Tribal Court of the Mississippi Band of Choctaw Indians.

         Unless the agreement or consent to arbitrate specifies otherwise, the
arbitration shall be conducted on the Tribal Trust Lands of the Mississippi Band
of Choctaw Indians. The Owner and the Architect shall agree on a single
arbitrator, who shall be independent from bot parties and shall be appointed to
resolve the dispute. If parties are unable to so agree on a single arbitrator,
each party shall select one independent arbitrator, each of whom thereafter
shall select a third arbitrator with expertise in the subject matter of the
dispute, and the three arbitrators so selected shall arbitrate the dispute.

         The arbitrator or arbitrators shall meet with the parties immediately
after his, her or their appointment to determine a schedule and the procedures
for arbitration, including whether and to what extent discovery of facts is
required, but recognizing that one the purposes of arbitration as a dispute
resolution process is to minimize the time and expense that would otherwise be
potentially incurred in judicial proceedings. The parties shall have the right
to participate in the arbitration hearing and may determine the most effective
and efficient method of presentation of their case, whether through live
testimony, written affidavits, or arguments of counsel or other representation
at the hearing. The parties may be represented by any person of their choice at
the arbitration proceedings.

         The cost of arbitration fees paid to the arbitrator or arbitrators
shall be shared equally by the parties. In addition, each party shall bear its
own cost and attorney's fees associated with its participation in the
arbitration. The arbitrators shall have the option to award the prevailing party
the recovery of its share of arbitration costs and fees if the arbitrator or
arbitrators determine that the losing party's case was without any substantial
merit so as to have been pursued in bad faith or without valid grounds.


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #18

<PAGE>

12.8     INSURANCE

Architect, at his own expense shall procure and maintain at all times during the
performance of the Services, all insurance in accordance with the Insurance
Certificate of Liability Insurance attached hereto and made a part hereof as
Exhibit B and summarized below.

The Architect shall maintain insurance coverages with the following limits:

<TABLE>
     <S>                                    <C>
     General Liability (ea. occurrence)     $1,000,000
     Automobile Liability                   $1,000,000
     Excess Liability (umberalla type)      $5,000,000
     Professional Liability                 $1,000,000
</TABLE>

In no event shall the limit of coverage provided be less than that set forth in
this Section 12.8. The Owner may elect to secure additional Project Insurance at
its own cost. The Owner shall be named Additional insured in the Certificate of
Liability Insurance. In the event such insurance is cancelled or reduced in
limits, the Owner shall receive written notice thirty (30) days prior to such
change.

12.9     HOURLY RATES

The Architect's Standard hourly rates for Additional Services are:

<TABLE>
     <S>                                <C>
     Principal                          $225/hour
     Associates                         $150/hour
     Project Manager                    $100/hour
     Project Architect/Designer         $100/hour
     Renderer                           $100/hour
     Senior Draftsman                   $70/hour
     Junior Draftsman                   $60/hour
     Clerical                           $30/hour
</TABLE>

12.10       JURISDICTION

This Agreement shall be construed according to the laws of the State of
Mississippi. Exclusive venue and jurisdiction shall be in the Tribal Court of
the Mississippi Band of Choctaw Indians.

12.11       OWNERSHIP AND USE OF DOCUMENTS

All documents, including drawings and specifications, furnished by the Architect
(collectively, "Documents") pursuant to this Agreement shall become the sole
property of the Owner upon full payment for services properly performed under
the terms of this Agreement, whether or not the Project for which they are made
is commenced. Owner may reuse such Documents in connection with repairs,
modifications, or extensions of the Project, provided that Owner shall defend,
indemnify and hold the Architect harmless from all loss, cost, claims and
liabilities including reasonable attorneys' fees resulting from the use of such
Documents without the Architect's involvement in connection with modifications
or extensions of the Project except to the extent such loss, cost, claim or
liability arose out of negligent acts or omissions in the Documents as
originally prepared by the Architect. The Architect shall be entitled to retain
copies of the Documents for record and archival purposes.

12.12       ADDITIONAL PROVISIONS

The terms and provisions contained in the proposal letter dated November 4, 1998
that was submitted by the Architect to the Owner are hereby incorporated into
this Agreement except for 1) Section C3 Community Master Plan, 2) provisions
relating to professional fees, reimbursable expenses, additional services,
payment and schedule and termination, postponement and abandonment and 3) any
other terms or provisions contained in that letter that relate to Community
Master Planning efforts. To the extent that any terms or provisions contained in
the November 4, 1998 letter conflict with terms or provisions of the Agreement,
the terms and provisions of this Agreement shall supercede the terms and
provisions contained in the letter.


--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #19

<PAGE>

This Agreement entered into as of the day and year first written above.

OWNER                                           ARCHITECT

/s/ PHILLIP MARTIN                              /s/ BERNARDO FORT-BRESCIA
-------------------------------------           -------------------------
(SIGNATURE)                                     (SIGNATURE)
Phillip Martin, Tribal Chief                    Bernardo Fort-Brescia, Principal
(PRINTED NAME AND TITLE)                        (PRINTED NAME AND TITLE)



--------------------------------------------------------------------------------
AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA -
COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with the permission of the AIA and can be reproduced
without violation until the date of expiration as noted below.

                                                     Electronic Format B141-1987
    User Document: CHOCTAW1.DOC -- 1/29/1999. AIA License Number 100847, which
                      expires on 12/31/1999 -- Page #20