<PAGE>

                                                                    Exhibit 10.4


                                  [INSERT LOGO]




                  STANDARD FORM OF AGREEMENT BETWEEN OWNER AND
            CONTRACTOR WHERE THE BASIS FOR PAYMENT IS THE COST OF THE
           WORK PLUS A FEE WITH A NEGOTIATED GUARANTEED MAXIMUM PRICE

                            AIA DOCUMENT A111 - 1997
                        1997 EDITION - 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.

This document is not intended for use in competitive bidding.

AIA Document A201-1997, General Conditions of the Contract for construction, is
adopted in this document by reference.

This document had been approved and endorsed by The Associated General
Contractors of America.

Copyright 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, (C) 1997
by The American Institute of Architects. 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 subject the violator
to legal prosecution.

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

AGREEMENT made as of the 24th day of January in the year 2001 (IN WORDS,
INDICATE DAY, MONTH AND YEAR)

BETWEEN the Owner:
(NAME, ADDRESS AND OTHER INFORMATION)
The Mississippi Band of Choctaw Indians
dba The Choctaw Resort Development Enterprise
P.O. Box 6010, Choctaw Branch
Philadelphia, Mississippi 39350

and the Contractor:
(NAME, ADDRESS AND OTHER INFORMATION)
W.G. Yates & Sons Construction Company
P.O Box 456
Philadelphia, Mississippi 39350

The Project is:
(NAME AND LOCATION)
Golden Moon Resort & Casino
Highway 16 West
Philadelphia, Mississippi


AIA DOCUMENT A111 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA -
COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE
N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates
U.S. copyright laws and will subject the violator to legal prosecution. This
document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.

<PAGE>

The Architect is:
(NAME, ADDRESS AND OTHER INFORMATION)
Arquitectonica
550 Brickell Avenue
Miami, Florida 33131

The Owner and Contractor agree as follows.

ARTICLE 1.        THE CONTRACT DOCUMENTS

      The Contract Documents consist of this Agreement, Conditions of the
      Contract (General, Supplementary and other Conditions), Drawings,
      Specifications, EXHIBITS, Addenda issued prior to execution of this
      Agreement, other documents listed in this Agreement and Modifications
      issued after execution of this Agreement; these form the Contract, and are
      as fully a part of the Contract as if attached to this Agreement or
      repeated herein. The Contract represents the entire and integrated
      agreement between the parties hereto and supersedes prior negotiations,
      representations or agreements, either written or oral. An enumeration of
      the Contract Documents, other than Modifications, appears in Article 15.
      If anything in the other Contract Documents is inconsistent with this
      Agreement, this Agreement shall govern.

ARTICLE 2.        THE WORK OF THIS CONTRACT

      The Contractor shall fully execute the Work described in the Contract
      Documents, except to the extent specifically indicated in the Contract
      Documents to be the responsibility of others. The work consists of and is
      generally described as follows:

      Subject to and in accordance with the terms and provisions of this
      Agreement, Contractor shall on the property described in Exhibit "A" and
      located at Highway 16 West, Pearl River Community, Mississippi, furnish,
      construct, erect, and install a 572 room Hotel and Casino containing
      approximately 800,000 square feet all as more particularly described and
      reasonably indicated from the drawings and specifications (Drawings and
      Specifications) referenced herein. In connection therewith, Contractor
      shall provide and furnish all materials, supplies. apparatus, equipment,
      tools, implements, and all other facilities and all labor, supervision,
      transportation, storage, and all other services as and when required for
      in connection with the performance of the Work. It is understood and
      agreed that Contractor shall recommend for Owner's direct purchase, under
      Owner's standard purchasing policies, certain major materials for
      incorporation into the Project by Contractor. Owner understands that
      materials purchased under these Owner Purchase Orders will have only those
      warranties granted by the manufacturers.

INSERT A: Contractor is responsible for assisting Owner with respect to Owner's
advertisement and issuance of requests for quotes for materials and equipment to
be directly purchased by owner pursuant to Article 2. Contractor agrees to
review each of Owner's purchase orders for items for the Project prior to
issuance by Owner so as to ensure (i) that the scopes of the supply under the
various orders do not create conflicting or overlapping areas of
responsibilities among the various vendors and (ii) that all areas of supply
necessary for completion of the Project are assigned to a Tribal purchase order,
if not supplied directly by Contractor. Contractor shall also assist Owner in
preparing schedules for Owner's procurement activities within the scope of this
Article 2 and recommended delivery dates to be incorporated into the Owner's
orders for the Project within the scope of this Article 2 so as to facilitate
timely completion of construction activities by the Contractor, and Contractor
shall perform any required shop inspections, expediting functions, or review of
shop drawings for submittal to the Architect for the Project within the scope of
this Article 2. Acting solely as Owner's agent, and without undertaking any
warranty liability with respect to goods or equipment directly procured by
Owner, Contractor shall be responsible for receipt inspection of Owner-procured
items delivered to the Project and will notify Owner if any items do not conform
with the applicable specifications prior to modifying the items or incorporating
the items into the Project. Contractor shall also assist Owner in pursuing
warranty claims against vendors of goods supplied under an Owner purchase order
for this Project within the scope of this Article 2.

ARTICLE 3.        RELATIONSHIP OF THE PARTIES

      The Contractor accepts the relationship of trust and confidence
      established by this Agreement and covenants with the Owner to cooperate
      with the Architect and exercise the Contractor's skill and judgment in
      furthering the interests of the Owner; to furnish efficient business
      administration and supervision; to furnish at all times an adequate supply
      of workers and materials; and to perform the Work in an expeditious and
      economical manner consistent with the Owner's interests. The Owner agrees
      to furnish and approve, in a timely manner, information required by the
      Contractor if the furnishing of such information is the responsibility of
      the Owner OR OWNER'S CONSULTANTS under this Agreement and to make payments
      to the Contractor in accordance with the requirements of the Contract
      Documents.

ARTICLE 4.        DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

      4.1 The date of commencement of the Work shall be fixed in a notice to
      proceed to be issued by the Owner no earlier that February 1, 2001.

<PAGE>

      (INSERT THE DATE OF COMMENCEMENT, IF IT DIFFERS FROM THE DATE OF THIS
      AGREEMENT OR, IF APPLICABLE, STATE THAT THE DATE WILL BE FIXED IN A NOTICE
      TO PROCEED.)

      If, prior to commencement of the Work, the Owner requires time to file
      mortgages, mechanic's liens and other security interests, the Owner's time
      requirement shall be as follows:

      4.2 The Contract Time shall be measured from the date of commencement.

      4.3 The Contractor shall achieve Substantial Completion (as defined in
      Paragraph 9.8 of the General Conditions hereto of the entire Work not
      later than 550 days from the date of commencement. (INSERT NUMBER OF
      CALENDAR DAYS. ALTERNATIVELY, A CALENDAR DATE MAY BE USED WHEN COORDINATED
      WITH THE DATE OF COMMENCEMENT. UNLESS STATED ELSEWHERE IN THE CONTRACT
      DOCUMENTS, INSERT ANY REQUIREMENTS FOR EARLIER SUBSTANTIAL COMPLETION OF
      CERTAIN PORTIONS OF THE WORK.)

      , subject to adjustments of this Contract Time as provided in the Contract
      Documents. Contractor shall achieve final completion of all punch list or
      other work outstanding following Substantial Completion within a
      reasonable time following the Substantial Completion Date, which
      reasonable time shall not exceed thirty (30) calendar days (the final
      completion date).

      (INSERT PROVISIONS, IF ANY, FOR LIQUIDATED DAMAGES RELATING TO FAILURE TO
      COMPLETE ON TIME, OR FOR BONUS PAYMENTS FOR EARLY COMPLETION OF THE WORK.)

      4.4 Contractor shall provide competent supervision of all phases of the
      Work and shall cause the Work to be performed in accordance with the
      Drawings and Specifications and all things reasonably indicated therefrom.
      Contractor shall provide scheduling and periodic updating thereof and
      other necessary schedules in the interest of completing the Work in the
      most expeditious and economical manner. Contemporaneously with
      commencement of the Work, Contractor shall prepare and submit for Owner's
      approval the schedule for the Work (Progress Schedule), which shall be
      consistent with the outline schedule attached hereto as Exhibit "C".
      Contractor shall coordinate the Progress Schedule with other work ongoing
      in connection with the Project and shall reflect critical path activities.
      The Progress Schedule shall indicate the dates for the starting and
      completion of the various stages of the Work and shall be revised as
      required by the conditions of the Work. The parties acknowledge and agree
      that notwithstanding any theoretical delays or theoretical extensions of
      time for completion as may be shown on any schedules or printouts, the
      Substantial Completion Date shall be governed by this Agreement and shall
      be extended only in accordance with the procedures set forth herein. If
      required by Owner, Contractor shall also prepare and furnish manning and
      equipment charts reflecting the required personnel and equipment and their
      availability an commitment to the Project, together with the periodic
      updating thereof.

      4.5 In the event of any delay in the progress of the Work with respect
      to which Contractor is not entitled to an extension of time under the
      terms hereof, Owner may direct in writing that the Work be accelerated by
      means of overtime, additional crews or additional shifts or resequencing
      of the Work. Only after both parties agree that the Project can not be
      completed within the Project Schedule will the Contractor be required to
      accelerate the Work with no increase in the Guaranteed Maximum Price. In
      the event of any delay in the progress of the Work with respect to which
      Contractor is entitled to an extension of time under the terms hereof,
      Owner may similarly direct acceleration and Contractor agrees to perform
      same on the basis of reimbursement of direct cost (i.e., premium portion
      of overtime pay, additional supervision, additional crew, shift or
      equipment cost, and such other items of cost requested in advance by
      Contractor and approved Owner, which approval will not be unreasonably
      withheld) plus a fee of two and three quarters percent (2.75%) of such
      cost. Contractor expressly waives any other compensation therefor unless
      otherwise agreed to by Owner in writing in advance of performing the
      accelerated work. In the event of any acceleration requested pursuant to
      this paragraph, Contractor shall provide promptly a plan including its
      recommendations for the most effective and economical acceleration.

      4.6 Owner shall also have the right to direct in writing that the Work be
      accelerated by means of overtime, additional crews or additional shifts or
      resequencing of the Work notwithstanding that the Work is progressing
      without delay in accordance with the established Progress Schedule.
      Contractor agrees to perform such acceleration of the Work on the basis of
      reimbursement of direct costs (i.e., premium portion for overtime pay,
      additional supervision, additional crew, shift or equipment costs and such
      other items of cost requested in advance by Contractor and approved by
      Owner, which approval will not be unreasonably withheld) plus a fee of two
      and three quarters percent (2.75%) of such cost. Contractor expressly
      waives any other compensation therefor unless otherwise agreed to by Owner
      in writing in advance of performing the accelerated work. In the event of
      such acceleration, Contractor shall promptly provide a plan including its
      recommendations for the most effective and economical acceleration.

      4.7  All acceleration, if any, will be subject to the Change Order
      procedure set forth herein.

                                       2
<PAGE>

      4.8 If the Owner or those for whom the Owner is responsible (e.g.,
      Architect/Engineer) delays or disrupts the Contractor's progress or
      performance of the Work where Contractor is not at fault, the Contractor
      shall be entitled to a change order for additional compensation and
      extension of time to the extent that Contractor complies with Section 4.3
      of the General Conditions. If the Contractor's progress or performance of
      the Work is delayed or disrupted for any other reason or cause, then
      Contractor's remedy, if any, shall be limited solely and exclusively to an
      extension of time and then only to the extent Contractor complies with
      Section 8.3 of the General Conditions.

ARTICLE 5.        BASIS FOR PAYMENT

      5.1  CONTRACT SUM

      5.1.1 The Owner shall pay the Contractor the Contract Sum in current funds
      for the Contractor's performance of the Contract. The Contract Sum is the
      Cost of the Work as defined in Article 7 plus the Contractor's Fee.

      5.1.2 The Contractor's Fee is: Three Million Seven Hundred Ninety Two
      Thousand Three Hundred Thirty Five dollars ($3,792,335.00).

      (STATE A LUMP SUM, PERCENTAGE OF COST OF THE WORK OR OTHER PROVISION FOR
      DETERMINING THE CONTRACTOR'S FEE, AND DESCRIBE THE METHOD OF ADJUSTMENT OF
      THE CONTRACTOR'S FEE FOR CHANGES IN THE WORK.)

      5.2   GUARANTEED MAXIMUM PRICE

      5.2.1 The sum of the Cost of the Work, the cost of Owner furnished
      materials pursuant to Article 2 herein, and the Contractor's Fee is
      guaranteed by the Contractor not to exceed ONE HUNDRED FORTY SIX MILLION
      EIGHT HUNDRED THIRTY NINE THOUSAND DOLLARS ($146,839,000.00), subject to
      additions and deductions by Change Order as provided in the Contract
      Documents. Such maximum sum is referred to in the Contract Documents as
      the Guaranteed Maximum Price. Costs which would cause the Guaranteed
      Maximum Price to be exceeded shall be paid by the Contractor without
      reimbursement by the Owner.

      (INSERT SPECIFIC PROVISIONS OF THE CONTRACTOR IS TO PARTICIPATE IN ANY
      SAVINGS.)

      In the event the Cost of the Work plus the cost of Owner furnished
      materials (including applicable taxes) included in the scope of this
      contract is less than the Guaranteed Maximum Price minus Contractor's Fee,
      such differences shall constitute "Savings". Contractor shall be entitled
      to receive forty percent (40%) of such Savings, if any, as an "Additional
      Fee" payable as part of final payment hereunder, with the balance of
      Savings accruing to and retained by Owner. In no event shall such
      Additional Fee exceed the sum of $750,000, regardless of the extent or
      amount of Savings or the foregoing distributions.

      5.2.2 The Guaranteed Maximum Price is based on the Contract Documents
      listed in Article 1 hereto.

      (STATE THE NUMBERS OR OTHER IDENTIFICATION OF ACCEPTED ALTERNATES. IF
      DECISIONS ON OTHER ALTERNATES ARE TO BE MADE BY THE OWNER SUBSEQUENT TO
      THE EXECUTION OF THIS AGREEMENT, ATTACH A SCHEDULE OF SUCH OTHER
      ALTERNATES SHOWING THE AMOUNT FOR EACH AND THE DATE WHEN THE AMOUNT
      EXPIRES.)

      5.2.3 Unit prices, if any, are as set forth in Exhibit "D-l" attached
      hereto.

      5.2.4 From time to time after commencement of the performance of the Work,
      Owner shall cause the drawings and specifications for the Allowances, if
      any, (as hereinafter defined) or for portions thereof, to be prepared and
      delivered to Contractor. As used herein the term "Allowances" shall refer
      to those items, if any, set forth in Exhibit "D-2" hereto. The amounts
      listed for Allowances in said Exhibit "D-2" are included in the Guaranteed
      Maximum Price.

      (IDENTIFY AND STATE THE AMOUNTS OF ANY ALLOWANCES, AND STATE WHETHER THEY
      INCLUDE LABOR, MATERIALS, OR BOTH.)

      5.2.5 In the event that costs for performing Allowance Work are less than
      the amounts set forth in Exhibit "D-2", the Guaranteed Maximum Price shall
      be reduced by the amount of the Allowance not expended. Should the cost
      for performing Allowance Work exceed the amounts set forth in Exhibit
      "D-2", then Owner shall pay Contractor such actual costs and the
      Guaranteed Maximum Price shall be increased to such extent. All
      adjustments to the Guaranteed Maximum Price as a result of these
      Allowances shall be in accordance with the Change Order process set
      forth herein.

      5.2.6 To the extent that the Drawings and Specifications are anticipated
      to require further development by the Architect, the Contractor has
      provided in the Guaranteed Maximum Price for such further development in
      accordance with the mutual expectations of all parties consistent with the
      Contract Documents and reasonably inferable therefrom. Such further
      development does not include such things as changes in scope, systems,
      kinds and quality of materials, finishes or equipment, all of which, if
      required, shall be incorporated by Change Order.

                                       3
<PAGE>

ARTICLE 6.        CHANGES IN THE WORK

      6.1 Adjustments to the Guaranteed Maximum Price on account of changes in
      the Work may be determined by any of the methods listed in Subparagraph
      7.3.3 of AIA Document A201-1997 as amended and made a part hereof
      (referred to herein as the General Conditions).

      6.2 [Not Used.]

      6.3 If no specific provision is made in Paragraph 5.1 for adjustment of
      the Contractor's Fee in the case of changes in the Work, or if the extent
      of such changes is such, in the aggregate, that application of the
      adjustment provisions of Paragraph 5.1 will cause substantial inequity to
      the Owner or Contractor, the Contractor's Fee shall be equitably adjusted
      on the basis of the Fee established for the original Work, and the
      Guaranteed Maximum Price shall be adjusted accordingly.

ARTICLE 7.        COSTS TO BE REIMBURSED

      7.1   COST OF THE WORK

      The term Cost of the Work shall mean costs reasonably incurred by the
      Contractor in the proper performance of the Work. Such costs shall be at
      rates not higher than the standard paid at the place of the Project except
      with prior written consent of the Owner. The Cost of the Work shall
      include only the items set forth in this Article 7.

      7.2   LABOR COSTS

      7.2.1 Wages of construction workers directly employed by the Contractor to
      perform the construction of the Work at the site or, with the Owner's
      prior written approval, at off-site workshops.

      7.2.2 Wages or salaries of the Contractor's supervisory and administrative
      personnel with the Owner's prior written approval.

      (IF IT IS INTENDED THAT THE WAGES OR SALARIES OF CERTAIN PERSONNEL
      STATIONED AT THE CONTRACTOR'S PRINCIPAL OR OTHER OFFICES SHALL BE INCLUDED
      IN THE COST OF THE WORK, IDENTIFY IN ARTICLE 14 THE PERSONNEL TO BE
      INCLUDED AND WHETHER FOR ALL OR ONLY PART OF THEIR TIME, AND THE RATES AT
      WHICH THEIR TIME WILL BE CHARGED TO THE WORK.)

      7.2.3 Wages and salaries of the Contractor's supervisory or administrative
      personnel engaged, at factories, workshops or on the road, in expediting
      the production or transportation of materials or equipment required for
      the Work, but only for that portion of their time required for the Work.

      7.2.4 Costs paid or incurred by the Contractor for taxes, insurance,
      contributions, assessments and benefits required by law or collective
      bargaining agreements and, for personnel not covered by such agreements,
      customary benefits such as sick leave, medical and health benefits,
      holidays, vacations and pensions, provided such costs are based on wages
      and salaries included in the Cost of the Work under Subparagraphs 7.2.1
      through 7.2.3.

Insert B:

      7.3   SUBCONTRACT COSTS

      7.3.1 Amounts billed by subcontractors for work properly performed and
      submitted to and certified for payment by the Architect and otherwise in
      conformance with Contract requirements.

      7.4   COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
      CONSTRUCTION

      7.4.1 Costs, including transportation and storage, of materials and
      equipment incorporated or to be incorporated in the completed
      construction.

      7.4.2 Costs of materials described in the preceding Subparagraph 7.4.1 in
      excess of those actually installed to allow for reasonable waste and
      spoilage. Unused excess materials, if any, shall become the Owner's
      property at the completion of the Work or, at the Owner's option, shall be
      sold by the Contractor. Any amounts realized from such sales shall be
      credited to the Owner as a deduction from the Cost of the Work.

                                       4
<PAGE>

      7.5   COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND
      RELATED ITEMS

      7.5.1 Costs, including transportation and storage, installation,
      maintenance, dismantling and removal of materials, supplies, temporary
      facilities, machinery, equipment, and hand tools not customarily owned by
      construction workers, that are provided by the Contractor at the site and
      fully consumed in the performance of the Work; and cost (less salvage
      value) of such items if not fully consumed, whether sold to others or
      retained by the Contractor. Cost for items previously used by the
      Contractor shall mean fair market value.

      7.5.2 Rental charges for temporary facilities, machinery, equipment, and
      hand tools not customarily owned by construction workers that are provided
      by the Contractor at the site, whether rented from the Contractor or
      others, and costs of transportation, installation, minor repairs and
      replacements, dismantling and removal thereof. Rates and quantities of
      equipment rented shall be subject to the Owner's prior written approval.
      Equipment rented from the Contractor shall be charged at rental rates not
      higher than ninety percent (90%) of the fair market rental price for such
      equipment established by at least two (2) written price quotes from
      Mississippi equipment dealers. In the event the total rental for a
      particular piece of equipment is anticipated to exceed $10,000, the
      Contractor shall prepare a lease/purchase analysis for the Owner's review.
      Should the Owner elect to purchase the equipment, the equipment will
      become an asset of the Owner and will be disposed of at the completion of
      the project in accordance with the terms of this agreement. Should the
      Owner elect to purchase the equipment, the anticipated equipment rental
      cost shall be deducted from the Guaranteed Maximum Price by change order
      in the same manner as established for Owner furnished materials and the
      Owner shall purchase the equipment. The cost of operating and maintaining
      the equipment shall remain in the Guaranteed Maximum Price. The Contractor
      shall be afforded use of the equipment during the construction of the
      project and shall maintain such equipment in accordance with the suppliers
      recommendations and shall deliver the equipment to the Owner at the
      completion of the project in the same condition as received, normal wear
      and tear considered.

      7.5.3 Costs of removal of debris from the site.

      7.5.4 Costs of document reproductions, facsimile transmissions and
      long-distance telephone calls, postage and parcel delivery charges,
      telephone service at the site and reasonable petty cash expenses of the
      site office, or such other office as is required for the proper
      performance of the Work.

      7.5.5 That portion of the reasonable expenses of the Contractor's
      personnel incurred while traveling in discharge of duties connected with
      the Work.

      7.5.6 Costs of materials and equipment suitably stored off the site at a
      mutually acceptable location, if approved in advance by the Owner as
      provided herein and subject to the terms hereof.

      7.6     MISCELLANEOUS COSTS

      7.6.1 That portion of insurance and bond premiums that can be directly
      attributed to this Contract:

      7.6.2 Sales, use or similar taxes properly imposed by a governmental
      authority that are related to the Work.

      7.6.3 Fees and assessments for the building permit and for other permits,
      licenses and inspections for which the Contractor is required by the
      Contract Documents to pay.

      7.6.4 Fees of laboratories for tests required by the Contract Documents,
      except those related to defective or nonconforming Work for which
      reimbursement is excluded by Subparagraph 13.5.3 of the General Conditions
      or other provisions of the Contract Documents, and which do not fall
      within the scope of Subparagraph 7.7.3.

      7.6.5 Royalties and license fees paid for the use of a particular design,
      process or product required by the Contract Documents; the cost of
      defending suits or claims for infringement of patent rights arising from
      such requirement of the Contract Documents; and payments made in
      accordance with legal judgments against the Contractor resulting from such
      suits or claims and payments of settlements made with the Owner's consent.
      However, such costs of legal defenses, judgments and settlements shall not
      be included in the calculation of the Contractor's Fee or subject to the
      Guaranteed Maximum Price. If such royalties, fees and costs are excluded
      by the last sentence of Subparagraph 3.17.1 of the General Conditions or
      other provisions of the Contract Documents, then they shall not be
      included in the Cost of the Work.

      7.6.6 Job site Data processing costs related to the Work.

      7.6.7 Deposits lost for causes other than the Contractor's negligence or
      failure to fulfill a specific responsibility to the Owner as set forth in
      the Contract Documents.

                                       5
<PAGE>

      7.6.8 Legal, mediation and arbitration costs, including attorneys' fees,
      other than those arising from disputes between the Owner and Contractor,
      reasonably incurred by the Contractor in the performance of the Work and
      with the Owner's prior written approval; which approval shall not be
      unreasonably withheld.

      7.6.9 Expenses incurred in accordance with the Contractor's standard
      personnel policy for relocation and temporary living allowances of
      personnel required for the Work, if approved by the Owner in writing in
      advance thereof.

Insert C:  7.6.10.  Cost of meals while conducting business for the project.

Insert D: 7.6.11.  Costs incurred after completion of project for call-back
items of defective work that is the responsibility of the Contractor.

Insert E: 7.6.12. Home Office data processing costs related to the Work at
$4,500 dollars per month, including all hardware and software costs for the home
office.

Insert F:  7.6.13.  Cost of insurance deductibles.

      7.7      OTHER COSTS AND EMERGENCIES

      7.7.1 Any cost not specifically and expressly excluded by Article 8 which
      is reasonable and necessarily incurred by the Contractor in the
      performance of the Work or in furtherance of the Project for the benefit
      of the Owner.

      7.7.2 Costs due to emergencies incurred in taking action to prevent
      threatened damage, injury or loss in case of an emergency affecting the
      safety of persons and property, as provided in Paragraph 10.6 of AIA
      Document A201-1997.

      7.7.3 Costs of repairing or correcting damaged or nonconforming Work
      executed by the Contractor, Subcontractors or suppliers, provided that
      such damaged or nonconforming Work was not caused by negligence or failure
      to fulfill a specific responsibility of the Contractor and only to the
      extent that the cost of repair or correction is not recoverable by the
      Contractor from insurance, sureties, Subcontractors or suppliers.

Insert G: 7.7.4.  Costs incurred in assisting Owner with respect to Owner's
purchases within the scope of Article 2 above.

ARTICLE 8.        COSTS NOT TO BE REIMBURSED

      8.1   The Cost of the Work shall not include:

      8.1.1 Salaries and other compensation of the Contractor's personnel
      stationed at the Contractor's principal office or offices other than the
      site office, except as specifically provided in Subparagraphs 7.2.2 and
      7.2.3 or as may be provided in Article 14.

      8.1.2 Expenses of the Contractor's principal office unless approved in
      writing by Owner.

      8.1.3 Overhead and general expenses, except as may be expressly included
      in Article 7.

      8.1.4 The Contractor's capital expenses, including interest on the
      Contractor's capital employed for the Work.

      8.1.5 Rental costs of machinery and equipment, except as specifically
      provided in Article 7 herein.

      8.1.6 Except as provided in Subparagraph 7.7.3 of this Agreement, costs
      due to the negligence or failure to fulfill a specific responsibility
      of the Contractor, Subcontractors and suppliers or anyone directly or
      indirectly employed by any of them or for whose acts any of them may be
      liable.

      8.1.7 Any cost not specifically and expressly described in Article 7.

      8.1.8 Costs, other than costs included in Change Orders approved by the
      Owner, that would cause the Guaranteed Maximum Price to be exceeded.

Insert H:  8.1.9.  Costs of Materials purchased by Owner.


                                       6
<PAGE>


ARTICLE 9.        DISCOUNTS, REBATES AND REFUNDS

      9.1 Cash discounts obtained on payments made by the Contractor shall
      accrue to the Owner if (1) before making the payment, the Contractor
      included them in an Application for Payment and received payment therefor
      from the Owner, or (2) the Owner has deposited funds with the Contractor
      with which to make payments; otherwise, cash discounts shall accrue to the
      Contractor. Trade discounts, rebates, refunds and amounts received from
      sales of surplus materials and equipment shall accrue to the Owner, and
      the Contractor shall make provisions so that they can be secured.

      9.2 Amounts that accrue to the Owner in accordance  with the  provisions
      of Paragraph 9.1 shall be credited to the Owner as a deduction  from
      the Cost of the Work.

ARTICLE 10.       SUBCONTRACTS AND OTHER AGREEMENTS

      10.1 Those portions of the Work that the Contractor does not customarily
      perform with the Contractor's own personnel shall be performed under
      subcontracts, purchase orders, or by other appropriate agreements with the
      Contractor. The Owner may designate specific persons or entities from whom
      the Contractor shall obtain bids; however, the Owner shall not prohibit
      the Contractor from obtaining bids from others. Unless otherwise waived in
      writing by the Owner, the Contractor shall obtain bids for Work in excess
      of $100,000 from Subcontractors and from suppliers of materials or
      equipment fabricated especially for the Work and shall deliver such bids
      to the Owner, its designee, or the Architect. The Owner shall then
      determine within 5 working days, with the advice of the Contractor and the
      Architect, which bids will be accepted. The Contractor shall not be
      required to contract with anyone to whom the Contractor has reasonable
      objection.

      10.2  If a specific bidder among those whose bids are delivered by the
      Contractor to the Owner, its designee or the Architect (1) is recommended
      to the Owner by the Contractor; (2) is qualified to perform that portion
      of the Work; and (3) has submitted a bid that conforms to the requirements
      of the Contract Documents without reservations or exceptions, but the
      Owner requires by written directions signed by the Owner that another bid
      be accepted, then the Guaranteed Maximum Price shall be adjusted by the
      difference between the bid of the person or entity recommended to the
      Owner by the Contractor and the amount of the subcontract or other
      agreement actually signed with the person or entity designated by the
      Owner.

      10.3  Subcontracts or other agreements shall conform to the applicable
      payment provisions of this Agreement.

Insert I: 10.4. Notwithstanding anything to the contrary herein, if the
Contractor (including any of its affiliates) submits the low bid in competition
with other Subcontractors or suppliers to perform a definable task or Scope of
Work or if the Contractor's bid is not low but the Owner, at its sole
discretion, decides to award the task or Work to the Contractor, then the
Contractor shall be entitled to perform the task or Work with the Contractor's
own forces on the same basis (e.g., lump sum) on which bids were solicited. In
all cases in which the Contractor performs tasks or Work after competition with
Subcontractors or suppliers, the Contractor's Cost of Work for such tasks or
Work shall be the basis of compensation specified by the Subcontract. By way of
illustration, if the Subcontract is fixed price, the Contractor's Cost of the
Work for the Subcontract is the fixed price amount of the Subcontract,
regardless of whether the subcontracted task of Work is performed by another
Subcontractor or by Contractor with its own forces.

Insert J: 10.5. For any bids required by Section 10.1, contractor shall provide
Owner with a tabulation of all bids received, a copy of all bids, and
attachments and clarifications to all bids. The Contractor shall also provide to
the Owner a copy of the bidding requirements and a copy of the invitation to bid
provided to potential subcontractors or suppliers.

ARTICLE 11.       ACCOUNTING RECORDS

      The Contractor shall keep full and detailed accounts and exercise such
      controls as may be necessary for proper financial management under this
      Contract, and the accounting and control systems shall be satisfactory to
      the Owner. The Owner and the Owner's accountants shall be afforded access
      to, and shall be permitted to audit and copy, the Contractor's records,
      books, correspondence, instructions, drawings, receipts, subcontracts,
      purchase orders, vouchers, memoranda and other data relating to this
      Contract, and the Contractor shall preserve these for a period of three
      years after final payment, or for such longer period as may be required by
      law.

ARTICLE 12.       PAYMENTS

      12.1   PROGRESS PAYMENTS

      12.1.1 Based upon Applications for Payment submitted to the Owner by the
      Contractor and Certificates for Payment issued by the Architect, the Owner
      shall make progress payments on account of the Contract Sum to the
      Contractor as provided below and elsewhere in the Contract Documents.

                                       7
<PAGE>

      12.1.2 The period covered by each Application for Payment shall be one
      calendar month ending on the last day of the month.

      12.1.3 Provided that an Application for Payment is received by the Owner
      not later than the last day of a month, the Owner shall make payment to
      the Contractor not later than the 21st day of the following month. If an
      Application for Payment is received after the application date fixed
      above, payment shall be made by the Owner not later than 21 days after the
      receipt of the Application for Payment.

      12.1.4 Within seven (7) days of Contractor's submittal of the Application
      for Payment, the Contractor shall submit payrolls, petty cash accounts,
      receipted invoices, and any other evidence required by the Owner to
      demonstrate that cash disbursements owed or already made by the Contractor
      on account of the Cost of the Work equal or exceed (1) progress payments
      already received by the Contractor; less (2) that portion of those
      payments attributable to the Contractor's Fee; plus (3) payrolls for the
      period covered by the present Application for Payment. Minor differences
      (less than $5,000.00) between the sum total of all supporting back-up and
      the cost included in the Application for Payment will not be considered
      cause to delay payments to the Contractor but will be adjusted in the
      subsequent Application for Payment. Differences in excess of this amount
      may be immediately adjusted by the Owner and the Application for Payment
      reduced to the total amount of the back-up information furnished by
      Contractor.

      12.1.5 Each Application for Payment shall be based on the most recent
      schedule of values submitted by the Contractor and approved by the Owner
      in accordance with the Contract Documents. The schedule of values shall
      allocate the entire Guaranteed Maximum Price among the various portions of
      the Work and materials separately purchased by Owner, except that the
      Contractor's Fee shall be shown as a single separate item. The schedule of
      values shall be prepared in such form and supported by such data to
      substantiate its accuracy as the Architect may require. This schedule,
      unless objected to by the Owner or the Architect, shall be used as a basis
      for reviewing the Contractor's Applications for Payment.

      12.1.6 Applications for Payment shall show the percentage of completion of
      each portion of the Work as of the end of the period covered by the
      Application for Payment. The percentage of completion shall be the lesser
      of (1) the percentage of that portion of the Work which has actually been
      completed; or (2) the percentage obtained by dividing (a) the expense that
      has actually been incurred by the Contractor on account of that portion of
      the Work for which the Contractor has made or intends to make actual
      payment prior to the next Application for Payment by (b) the share of the
      Guaranteed Maximum Price allocated to that portion of the Work in the
      schedule of values.

      12.1.7 Subject to other provisions of the Contract Documents, the amount
      of each progress payment shall be computed as follows:

     .1   take-the Contractor's actual costs (as defined in Article 7 herein)
          for all labor, materials, equipment and subcontractors, allocated
          against the schedule of values less actual retention held on all
          subcontractors. Pending final determination of cost to the Owner of
          changes in the Work, amounts not in dispute shall be included as
          provided in Subparagraph 7.3.8 of the General Conditions;

     .2   add that portion of the Guaranteed Maximum Price properly allocable to
          materials and equipment delivered and suitably stored at the site for
          subsequent incorporation in the Work, or if approved in advance by the
          Owner, suitably stored off the site at a location agreed upon in
          writing;

     .3   add the Contractor's Fee, less retainage of twenty percent (20%) up to
          fifty percent of the Work completion and then no further retainage of
          fee will be withheld provided that the Contractor is on schedule. The
          Contractor's Fee shall be computed upon the Cost of the Work described
          in the two preceding Clauses at the rate stated in Subparagraph 5.1.2
          or, if the Contractor's Fee is stated as a fixed sum in that
          Subparagraph, shall be an amount that bears the same ratio to that
          fixed-sum fee as the Cost of the Work in the two preceding Clauses
          bears to a reasonable estimate of the probable Cost of the Work upon
          its completion;

     .4   subtract the aggregate of previous payments made by the Owner;

     .5   subtract the shortfall, if any, indicated by the Contractor in the
          documentation required by Paragraph 12.1.4 to substantiate prior
          Applications for Payment, or resulting from errors subsequently
          discovered by the Owner's accountants in such documentation; and

     .6   subtract amounts, if any, for which the Architect with Owner's
          approval has withheld or nullified a Certificate for Payment as
          provided in Paragraph 9.5 of the General Conditions.

                                       8
<PAGE>

      12.1.8 Except with the Owner's prior written approval, payments to
      Subcontractors shall be subject to retainage of not less than ten percent
      (10%). The Owner and the Contractor shall agree upon a mutually acceptable
      procedure for review and approval of payments and retention for
      Subcontractors.

      12.1.9 In taking action on the Contractor's Applications for Payment, the
      Architect shall be entitled to rely on the accuracy and completeness of
      the information furnished by the Contractor and shall not be deemed to
      represent that the Architect has made a detailed examination, audit or
      arithmetic verification of the documentation submitted in accordance with
      Subparagraph 12.1.4 or other supporting data; that the Architect has made
      exhaustive or continuous on-site inspections or that the Architect has
      made examinations to ascertain how or for what purposes the Contractor has
      used amounts previously paid on account of the Contract. Such
      examinations, audits and verifications, if required by the Owner, will be
      performed by the Owner's accountants acting in the sole interest of the
      Owner.

Insert K: 12.1.11. Notwithstanding anything in this Article 12 to the contrary,
upon Contractor's request Owner may, in Owner's sole discretion, release
retainage withheld from payments otherwise due for work performed by any
subcontractor, upon substantial completion of and Owner acceptance of the
Subcontractor's scope of work.

      12.2     FINAL PAYMENT

      12.2.1 Final payment, constituting the entire unpaid balance of the
      Contract Sum, shall be made by the Owner to the Contractor when:

     .1   the Contractor has fully performed the Contract except for the
          Contractor's responsibility to correct Work as provided in
          Subparagraph 12.2.2 of the General Conditions, and to satisfy other
          requirements, if any, which extend beyond final payment; and

     .2   a final Certificate for Payment has been issued by the Architect and
          accepted by the Owner.

      12.2.2 The Owner's final payment to the Contractor shall be made no later
      than 30 days after the issuance of the Architect's final Certificate for
      Payment and acceptance thereof by Owner.

      12.2.3 The Owner's accountants, or designee, will review and report in
      writing on the Contractor's final accounting within 30 days after delivery
      of the final accounting by the Contractor. Based upon such Cost of the
      Work as the Owner's accountants report to be substantiated by the
      Contractor's final accounting, and provided the other conditions of
      Subparagraph 12.2.1 have been met, the Architect will, within seven days
      after receipt of the written report of the Owner's accountants, either
      issue to the Owner a final Certificate for Payment with a copy to the
      Contractor, or notify the Contractor and Owner in writing of the
      Architect's reasons for withholding a certificate as provided in
      Subparagraph 9.5.1 of the General Conditions. The time periods stated in
      this Subparagraph 12.2.3 supersede those stated in Subparagraph 9.4.1 of
      the General Conditions.

      12.2.4 If the Owner's accountants report the Cost of the Work as
      substantiated by the Contractor's final accounting to be less than claimed
      by the Contractor, the Contractor shall be entitled to invoke the dispute
      resolution process established herein with respect the disputed amount
      without a further decision of the Architect. Such request to invoke the
      dispute resolution process shall be made by the Contractor within 30 days
      after the Contractor's receipt of a copy of the Architect's final
      Certificate for Payment; failure to invoke the dispute resolution process
      within this 30-day period shall result in the substantiated amount
      reported by the Owner's accountants becoming binding on the Contractor.
      Pending a final resolution under the dispute resolution process, the Owner
      shall pay the Contractor the amount certified in the Architect's final
      Certificate for Payment.

      12.2.5 If, subsequent to final payment and at the Owner's request, the
      Contractor incurs costs described in Article 7 and not excluded by Article
      8 to correct defective or nonconforming Work, the Owner shall reimburse
      the Contractor such costs and the Contractor's Fee applicable thereto on
      the same basis as if such costs had been incurred prior to final payment,
      but not if the total amounts paid hereunder plus amounts paid for
      materials used in the work are in excess of the Guaranteed Maximum Price.
      If the Contractor has participated in savings as provided in Paragraph
      5.2, the amount of such savings shall be recalculated and appropriate
      credit given to the Owner in determining the net amount to be paid by the
      Owner to the Contractor.

Insert L:  12.3.   PAYMENT TERMS AND CONDITIONS

Insert M: 12.3.1. In making Application for Payment, Contractor's costs shall be
segregated and detailed in a manner satisfactory to Owner. Contractor shall with
each Application for Payment (and at such other times as Owner may reasonably
request) furnish to Owner a certified statement accounting for the disbursement
of funds received from Owner. Such statement shall itemize all disbursements to
subcontractors and vendors and shall be accompanied by copies of subcontract
payment vouchers, vendors' invoices, payrolls and other data substantiating
actual expenditures.

                                       9
<PAGE>

Insert N: 12.3.2. Application for Payment may include the value of materials or
equipment furnished by Contractor, if any, not incorporated in the Work but
delivered and suitably stored and fully insured at the site or at some other
location agreed upon in writing by the parties hereto as set forth in Article
12.1.7.2 hereof. Title to any such equipment and materials shall pass to Owner
upon payment therefor or incorporation in the Work, whichever shall first occur,
and Contractor shall prepare and execute all documents necessary to effect and
perfect such transfer of title.

Insert 0: 12.3.3. In submitting each Application for Payment, Contractor shall
certify that such Application for Payment represents the amount due Contractor
and shall also certify as follows:

Insert P: "There are no known mechanics' or materialmens' lien outstanding at
the date of this Application, all due and payable bills with respect to the Work
have been paid to date or shall be paid from the proceeds of this Application
for Payment, there is no known basis for filing of any mechanics' or
materialmens' liens in connection with the Work, and waivers from all
subcontractors and materialmen have been obtained in such form as to constitute
an effective waiver and release of lien under the applicable laws of the situs
of the Project."

Insert Q: 12.3.4. Concurrent with each Application for Payment, Contractor shall
execute and furnish a partial waiver of lien rights current through the
effective date of such Application. Beginning with the second Application for
Payment, Contractor shall also deliver with each such Application, as a
condition precedent to payment thereof, partial waivers of lien from each
subcontractor current through the effective date of the previous Application for
Payment. Contractor shall also execute and obtain any other forms as Owner may
require in order to assure an effective waiver of mechanics' and materialmens'
liens in compliance with applicable laws.

Insert R: 12.3.5. The payment of any Application for Payment by Owner, including
the Final Application, shall not constitute approval or acceptance of that part
of the Work to which such payment relates or relieve Contractor of any of its
obligations hereunder with respect thereto.

Insert S: 12.3.6. Any provision hereof to the contrary notwithstanding, Owner
shall be entitled to withhold from amounts otherwise due and payable to
Contractor hereunder any amounts reasonably necessary to remedy Contractor's
defaults or failure to perform any of its obligations under this Agreement or
any cost overruns in excess of the guaranteed maximum price as a result of any
one or more of the following conditions:

Insert T: (1) any part of such payment is attributable to Work which is
defective or not performed in accordance with the Drawing and Specifications;
provided, however, such payment shall be made as to the part thereof
attributable to Work which is performed in accordance with the Drawings and
Specifications and is not defective;

Insert U: (2) Contractor has failed to make required payments promptly to its
subcontractors or for material or labor used in the Work for which Owner has
made payment to Contractor;

Insert V: (3) Owner in good faith determines that the portion of the Guaranteed
Maximum Price then remaining unpaid will not be sufficient to complete the Work,
and to purchase materials to be incorporated in the Work, in accordance with the
Drawings and Specifications, whereupon no additional payments will be due
Contractor hereunder unless and until Contractor, at its sole cost, performs a
sufficient portion of the Work so that the portion of the Guaranteed Maximum
Price then remaining unpaid is determined by Owner to be sufficient to so
complete the Work, and to purchase materials to be incorporated in the Work; or

Insert W: (4) Owner in good faith determines that Contractor has not or will not
with prompt acceleration of the Work meet the Substantial Completion Date or
achieve final completion by the final completion date.

Insert X: 12.3.7. Within ten (10) days after full and final completion of the
Work or as soon as possible thereafter and acceptance thereof by Owner,
Contractor shall submit a Final Application for Payment ("Final Application")
which shall set forth all amounts due and remaining unpaid to Contractor, and
Owner shall pay to Contractor the amount due under such Final Application within
thirty (30) days after approval thereof by Owner and Architect; provided,
however, that no such payment shall be made prior to thirty (30) days following
final completion of the Work.

Insert Y: 12.3.8 The Final Application shall not be made until Contractor
delivers to Owner executed originals of the Project close-out documents required
by Owner together with and including complete waivers and releases of all liens
and lien rights in connection with the Project from Contractor and each
subcontractor and supplier in form acceptable to Owner and an affidavit that the
waivers and releases include and cover all materials and services for which a
lien could be filed.

Insert Z: 12.3.9 In the event of a bona fide dispute by Owner of any sums for
which payment has been requested, no interest shall be due on such disputed sums
until such dispute is resolved; provided, however, that all undisputed sums
shall be paid in accordance with the terms of this Agreement.

                                       10
<PAGE>

ARTICLE 13.       TERMINATION OR SUSPENSION

      13.1  The Contract may be terminated by the Owner for convenience, as
      provided in Article 14 of the General Conditions.

      13.2  The Contract may be terminated by the Owner for cause as provided in
      Article 14 of the General Conditions. The amount, if any, to be paid to
      the Contractor under Article 14 of the General Conditions shall not cause
      the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount
      calculated as follows:

      13.2.1 Take the Cost of the Work incurred by the Contractor to the date of
      termination;

      13.2.2 Add the Contractor's Fee computed upon the Cost of the Work to the
      date of termination at the rate stated in Subparagraph 5.1.2 or, if the
      Contractor's Fee is stated as a fixed sum in that Subparagraph, an amount
      that bears the same ratio to that fixed-sum Fee as the Cost of the Work at
      the time of termination bears to a reasonable estimate of the probable
      Cost of the Work upon its completion; and

      13.2.3 Subtract the aggregate of previous payments made by the Owner.

      13.3  To the extent that the Owner elects to take legal assignment of
      subcontracts and purchase orders (including rental agreements), the
      Contractor shall, as a condition of receiving the payments referred to in
      this Article 13, execute and deliver all such papers and take all such
      steps, including the legal assignment of such subcontracts and other
      contractual rights of the Contractor, as the Owner may require for the
      purpose of fully vesting in the Owner the rights and benefits of the
      Contractor under such subcontracts or purchase orders.

      13.4 The Work may be suspended by the Owner as provided in Article 14 of
      the General Conditions; in such case, the Guaranteed Maximum Price, the
      Fee and Contract Time shall be increased as provided in Article 14 of the
      General Conditions except that the term "profit" shall be understood to
      mean the Contractor's Fee as described in Subparagraphs 5.1.2 and
      Paragraph 6.4 of this Agreement.

ARTICLE 14.       MISCELLANEOUS PROVISIONS

      14.1  Where reference is made in this Agreement to a provision AIA
      Document A201-1997 or another Contract Document, the reference refers to
      that provision as amended or supplemented by other provisions of the
      Contract Documents.

      14.2 Payments due and unpaid under the Contract shall bear interest from
      the date payment is due at the rate stated below, or in the absence
      thereof, at the legal rate prevailing from time to time at the place where
      the Project is located.

      (INSERT RATE OF INTEREST AGREED UPON, IF ANY.)

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

      14.3  The Owner's representative is:
      (NAME, ADDRESS AND OTHER INFORMATION.)
      Jay Dorris
      Mississippi Band of Choctaw Indians
      Tribal Office Building
      P.O. Box 6010, Choctaw Branch
      Philadelphia, Mississippi 39350

      14.4  The Contractor's representative is:
      (NAME, ADDRESS AND OTHER INFORMATION.)
      Mike Stinson
      W.G. Yates & Sons Construction Company
      P.O. Box 456
      Philadelphia, Mississippi 39350

      14.5  Neither the Owner's nor the Contractor's representative shall be
      changed without ten days' written notice to the other party.

                                       11
<PAGE>

      14.6 All covenants and agreements herein contained shall extend to and be
      obligatory on the successors and assignees of Contractor and of Owner, but
      Contractor shall not assign this Agreement or any payments to become due
      thereunder except with the prior written consent of Owner. Contractor
      agrees that its rights to payment hereunder and the rights to any assignee
      shall be subject to the rights of Owner arising prior to such payment.
      Owner shall have the right to assign its rights hereunder to any lender,
      affiliate or subsidiary of Owner without prior notice to Contractor and in
      the event any party is substituted for Owner pursuant to such assignment,
      Contractor shall continue to perform its obligations hereunder for the
      account of such party or any assignee thereof provided, however, that such
      obligation shall be conditioned upon such party, or its assignee,
      covenanting to make all payments of interest as provided in the Contract
      Documents on late payments of sums due hereunder to Contractor in the
      event any such party or assignee thereof assumes Owner's obligations of
      payment hereunder and cures any default by Owner with respect to payments
      due to Contractor within fifteen (15) days after such default.
      Notwithstanding any assignment by the Owner, the Owner shall guarantee all
      payments due the Contractor hereunder.

      14.7  Contractor shall within ten (10) days after receipt of notice of the
      existence of any lien filed against the Project by any subcontractor,
      supplier of materials or any other person or entity claiming to be a
      creditor of Contractor cause the same to be removed as of record at
      Contractor's sole cost and expense. Any payment due Contractor hereunder
      shall be reduced by an amount up to one hundred percent (100%) of the
      amount of any lien arising out of or related to Contractor's performance
      under this Agreement until such lien is removed as of record and/or
      bonded.

      14.8 All requirements herein and in the General Conditions or
      Supplementary General Conditions with respect to notice by the Contractor
      to "Architect" shall be deemed to also require a copy of such notice to
      the Owner's representative designated in Paragraph 14.3 hereof.

      14.9 All requirements in the General Conditions or Supplementary General
      Conditions with respect to the "Contract Sum" shall be deemed to mean the
      Guaranteed Maximum Price.

      14.10 If any part of Contractor's Work depends for proper execution or
      results upon the work of the Owner or of any separate contractor,
      Contractor shall prior to proceeding with the Work notify Owner in writing
      of any discrepancies or defects in such other work other than latent
      defects not subject to reasonable discovery. Failure of Contractor to so
      notify Owner shall constitute an acceptance of the Owner's or separate
      contractor's work as fit and proper to receive Contractors Work.

      14.11 Contractor shall treat all information relating to the Project and
      all information and/or documents supplied to Contractor by Owner, Owner's
      representative, Architect or any other party as confidential and
      proprietary information and shall not permit their release or disclosure
      to other parties except as necessary for proper performance of the Project
      or make any public announcement or publicity release without Owner's prior
      written authorization. Contractor shall also require its employees,
      subcontractors, suppliers, lower tier subcontractors and vendors to comply
      with this requirement.

      14.12 The order of precedence for interpretation of the documents
      contained in Article 1 for the performance of this Contract shall be:

           1.  The Exhibits shall take precedence over all other documents;
           2.  Exhibit "D", Contract Clarifications, shall take precedence
               over all other Exhibits;
           3.  The Contract, AIA Document A111-1997 Edition, shall take
               precedence over the General Conditions, AIA Document
               A201-1997 Edition.

ARTICLE 15.       ENUMERATION OF CONTRACT DOCUMENTS

      15.1  The Contract Documents, except for Modifications issued after
      execution of this Agreement, are enumerated as follows:

      15.1.1 The Agreement is this executed 1997 edition of the Standard Form of
      Agreement Between Owner and Contractor, AIA Document A111 - 1997, together
      with all Exhibits referenced herein.

      15.1.2 The General Conditions are the 1997 edition of the General
      Conditions of the Contract for Construction, AIA Document A201-1997.

      15.1.3 The Supplementary and other Conditions of the Contract are those
      contained in the Project Manual dated          , and are as follows:

  Document                    Title                              Pages

                                       12
<PAGE>

      15.1.4 The Specifications are those identified and referenced in Exhibit
      "B" hereto.

      (EITHER LIST THE SPECIFICATIONS HERE OR REFER TO AN EXHIBIT
      ATTACHED TO THIS AGREEMENT.)

      Section                 Title                              Pages

      15.1.5 The Drawings are those identified and referenced in Exhibit "B"
      hereto.

      (EITHER LIST THE DRAWINGS HERE OR REFER TO AN EXHIBIT ATTACHED TO THIS
      AGREEMENT.)

      Number                  Title                              Date

      15.1.6 The Addenda, if any, are as follows:   NONE

      Number                  Date                               Pages

      Portions of Addenda relating to bidding requirements are not part of the
      Contract Documents unless the bidding requirements are also enumerated in
      this Article 15.

      15.1.7 Other Documents, if any, forming part of the Contract Documents are
      as follows:

      (LIST HERE ANY ADDITIONAL DOCUMENTS, SUCH AS A LIST OF ALTERNATES THAT ARE
      INTENDED TO FORM PART OF THE CONTRACT DOCUMENTS. AIA DOCUMENT A201-1997
      PROVIDES THAT BIDDING REQUIREMENTS SUCH AS ADVERTISEMENT OR INVITATION TO
      BID. INSTRUCTIONS TO BIDDERS, SAMPLE FORMS AND THE CONTRACTOR'S BID ARE
      NOT PART OF THE CONTRACT DOCUMENTS UNLESS ENUMERATED IN THIS AGREEMENT.
      THEY SHOULD BE LISTED HERE ONLY IF INTENDED TO BE PART OF THE CONTRACT
      DOCUMENTS.)

                      EXHIBIT "A"         PROPERTY DESCRIPTION
                      EXHIBIT "B"         CONTRACT DOCUMENTS
                      EXHIBIT "C"         PRELIMINARY SCHEDULE
                      EXHIBIT "D"         CONTRACT CLARIFICATIONS
                      EXHIBIT "D-1"       UNIT PRICES
                      EXHIBIT "D-2"       ALLOWANCES
                      EXHIBIT "E"         INSURANCE
                      EXHIBIT "F"         ARCHITECT'S PROJECT REPRESENTATIVE

ARTICLE 16.       INSURANCE AND BONDS

      (LIST REQUIRED LIMITS OF LIABILITY FOR INSURANCE AND BONDS. AIA DOCUMENT
      A201-1997 GIVES OTHER SPECIFIC REQUIREMENTS FOR INSURANCE AND BONDS.)

      16.1  Owner requires, and Contractor shall provide Payment and Performance
      bonds in the amount of one hundred percent (100%) of the Contract Sum and
      in such form as the Owner may require with sureties acceptable to the
      Owner. The cost of the bond has been included in the Guaranteed Maximum
      Price. Any and all refunds from such premiums shall be credited and paid
      to Owner within thirty (30) days of receipt.

This Agreement is entered into as of the day and year first written above and is
executed in at least three original copies, of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.

<TABLE>
<S>                                         <C>
  /s/  PHILLIP MARTIN                         /s/ WILLIAM G. YATES, JR., PRESIDENT
-----------------------------------------   ---------------------------------------
OWNER (SIGNATURE)                           CONTRACTOR (SIGNATURE)


 PHILLIP MARTIN, CHAIRMAN OF THE BOARD      WILLIAM G. YATES, JR., PRESIDENT
-----------------------------------------   ---------------------------------------
(PRINTED NAME AND TITLE)                    (PRINTED NAME AND TITLE)


INSERT AA:  /S/  HARRISON BEN
-----------------------------------------


                                       13
<PAGE>

INSERT AB:  HARRISON BEN, SECRETARY TREASURER
----------------------------------------------

</TABLE>



                                       14
<PAGE>

                                                                January 24, 2001


                                   EXHIBIT "A"

           To Standard Form of Agreement Between Owner and Contractor
         Where the basis for payment is the Cost of the Work Plus a Fee
                   With a negotiated Guaranteed Maximum Price

           By and between The Mississippi Band of Choctaw Indians dba
                 Choctaw Resort Development Enterprise, as Owner
                                       and
             W.G. Yates and Sons Construction Company, as Contractor

                              PROPERTY DESCRIPTION

A tract of land containing 84.495 acres, more or less, being situated in the
Southeast Quarter of Section 30, Township 11 North, Range 11 East, Neshoba
County, Mississippi, and said tract being more particularly described as
follows:

Commencing at the Southeast Corner of said Section 30, run thence Northerly and
along the East line of said Section 30 with a bearing of North 00 degrees 50
minutes 17 seconds East for a distance of 865.93 feet to the Northerly ROW of MS
Highway 16 as same exists this date (12/00) and the Point of Beginning; continue
thence Northerly and along the aforesaid East line of Section 30 with a bearing
of North 00 degrees 50 minutes 17 seconds East for a distance of 1,774.77 feet
to the Northeast Comer of the Southeast Quarter of said Section 30; run thence
Westerly and along the North line of said Southeast Quarter with a bearing of
North 89 degrees 35 minutes 33 seconds West for a distance of 2,615.76 feet to a
point on the apparent Easterly ROW of a local road; run thence South 01 degrees
15 minutes 07 seconds West and along said apparent ROW for a distance of
1,025.37 feet to the Northerly ROW of MS Highway 16; run thence South 73 degrees
19 minutes 12 seconds East and along said ROW for a distance of 1,677.66 feet;
run thence South 74 degrees 05 minutes 53 seconds East and continuing along said
ROW for a distance of 1,045.50 feet back to the Point of Beginning.


<PAGE>

                                                                January 24, 2001

                                   EXHIBIT "B"

           To Standard Form of Agreement Between Owner and Contractor
         Where the basis for payment is the Cost of the Work Plus a Fee
                   With a negotiated Guaranteed Maximum Price

           By and between The Mississippi Band of Choctaw Indians dba
                 Choctaw Resort Development Enterprise, as Owner
                                       And
              W.G. Yates & Sons Construction Company, as Contractor

                               CONTRACT DOCUMENTS

DRAWINGS AND SPECIFICATIONS

<TABLE>
<CAPTION>

DESCRIPTION                                                                                  PAGE
<S>                                                                                         <C>
FOUNDATION PACKAGE BINDING NUMBER 1 ARQ
FOR CONSTRUCTION
CIVIL, LANDSCAPE, WATER FEATURES
DATE 11/6/00
Construction Documents Binding 1-Index Sheet                                                  A0.0.01
CD Golden Moon Casino Topographic Survey                                                      C1-1
CD Golden Moon Casino Utility Relocation Plan                                                 C1-2
CD Golden Moon Casino Demolition Plan                                                         C1-3
CD Golden Moon Casino Grading Plan                                                            C1-16
CD Golden Moon Casino Grading Plan                                                            C1-17
CD Golden Moon Casino Grading Plan                                                            C1-19
CD Golden Moon Casino Grading Plan                                                            C1-20
CD Golden Moon Casino Roadway Profiles                                                        C1-24
CD Golden Moon Casino Roadway Profiles                                                        C1-25
CD Golden Moon Casino Typical Sections-Parking and Roadway                                    C1-38

FOUNDATION PACKAGE BINDING NUMBER 3 ARQ
FOR CONSTRUCTION
STRUCTURAL
DATE 11/6/00
Construction Documents Binding 3-Index Sheet                                                  A0.0.03
Foundation Package General Notes                                                              S1.1.01
Foundation Package Basement Plan                                                              S1.3.00
Foundation Package Foundation Plan Casino Level                                               S1.3.01
Foundation Package Foundation Plan                                                            S1.5.01.01
Foundation Package Foundation Plan                                                            S1.5.01.02
Foundation Package Foundation Plan                                                            S1.5.01.03
Foundation Package Foundation Plan                                                            S1.5.01.04
Foundation Package Foundation Plan                                                            S1.5.01.05
Foundation Package Foundation Plan                                                            S1.5.01.06
Foundation Package Foundation Plan                                                            S1.5.01.07
Foundation Package Foundation Plan                                                            S1.5.01.08
Foundation Package Foundation Plan                                                            S1.5.01.09
Foundation Package Foundation Plan                                                            S1.5.01.10
Foundation Package Foundation Plan                                                            S1.5.01.11
Foundation Package Foundation Plan                                                            S1.5.01.12
Foundation Package Foundation Typical Details                                                 S3.1.01
Foundation Package Foundation Details                                                         S3.1.02
Foundation Package Pilecap Plans                                                              S3.1.03
Foundation Package Pilecap Plans + Details                                                    S3.1.04
Foundation Package Foundation Details                                                         S3.1.05
Foundation Package Foundation Details                                                         S3.1.06
</TABLE>

                                                                 Page 1 of 24
<PAGE>

                                                                January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
Foundation Package Foundation Details                                                         S3.1.07
Foundation Package Foundation Details                                                         S3.1.08
Foundation Package Steel Framing Details                                                      S4.2.03
Foundation Package Escalator Lobby Partial Plans                                              S4.4.01
Foundation Package Column Typical Details                                                     S5.1.01
Foundation Package Concrete Column Schedule                                                   S5.1.02
Foundation Package Concrete Column Schedule                                                   S5.1.03
Foundation Package Concrete Column Schedule                                                   S5.1.04
Foundation Package Steel Column Typical Details + Schedule                                    S5.2.01
Foundation Package Shearwall Plans                                                            S6.1.01
Foundation Package Shearwall Plans                                                            S6.1.02
Foundation Pacage Shearwall Elevations                                                        S6.1.03
Foundation Pacage Shearwall Elevations                                                        S6.1.04
Foundation Pacage Shearwall Zone+Definifions+Creep+Shrinkage Reinf.                           S6.1.05
Partials
Foundation Package Shearwall Details                                                          S6.1.06
Foundation Package Shearwall Schedules+Linkbeam Schedule                                      S6.1.07
Foundation Package Shearwall Schedules                                                        S6.1.08
Foundation Package Bracing Elevations and Details                                             S6.2.01

CONSTRUCTION DOCUMENTS BINDING NUMBER I ARQ
PROGRESS SET
CIVIL, LANDSCAPE, WATER FEATURES
DATE 11/6/00
Construction Documents Binding 1-Index Sheet                                                  A0.0.01
75% CD Golden Moon Casino Topographic Survey                                                  C1-1
CD Golden Moon Casino Utility Relocation Plan                                                 C1-2
CD Golden Moon Casino Demolition Plan                                                         C1-3
CD Golden Moon Casino Site Dimension                                                          C1-4
CD Golden Moon Casino Site Dimension                                                          C1-5
CD Golden Moon Casino Site Dimension                                                          C1-6
CD Golden Moon Casino Site Dimension                                                          C1-7
CD Golden Moon Casino Site Dimension                                                          C1-8
CD Golden Moon Casino Site Dimension                                                          C1-9
CD Golden Moon Casino Site Dimension                                                          C1-10
CD Golden Moon Casino Site Dimension                                                          C1-11
CD Golden Moon Casino Site Dimension Charts                                                   C1-12
CD Golden Moon Casino Curb Island Details                                                     C1-13
CD Golden Moon Casino Curb Island Details                                                     C1-14
CD Golden Moon Casino Curb Island Details                                                     C1-15
CD Golden Moon Casino Grading and Drainage                                                    C1-16
CD Golden Moon Casino Grading and Drainage                                                    C1-17
CD Golden Moon Casino Grading and Drainage                                                    C1-18
CD Golden Moon Casino Grading and Drainage                                                    C1-19
CD Golden Moon Casino Grading and Drainage                                                    C1-20
CD Golden Moon Casino Grading and Drainage                                                    C1-21
CD Golden Moon Casino Grading and Drainage                                                    C1-22
CD Golden Moon Casino Grading and Drainage                                                    C1-23
CD Golden Moon Casino Roadway Profiles                                                        C1-24
CD Golden Moon Casino Roadway Profiles                                                        C1-25
CD Golden Moon Casino Pavement Marking and Signage                                            C1-26
CD Grading and Drainage Golden Moon Casino                                                    C1-27
CD Grading and Drainage Golden Moon Casino                                                    C1-28
CD Golden Moon Casino Electrical Site                                                         C1-29
CD Golden Moon Casino Electrical Site                                                         C1-30
CD Golden Moon Casino Electrical Site                                                         C1-31
CD Golden Moon Casino Electrical Site                                                         C1-32
CD Golden Moon Casino Electrical Site                                                         C1-33
CD Golden Moon Casino Electrical Site                                                         C1-34
CD Golden Moon Casino Electrical Site                                                         C1-34
</TABLE>

                                                                 Page 2 of 24
<PAGE>

                                                                January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
CD Golden Moon Casino Electrical Site                                                         C1-35
CD Golden Moon Casino Electrical Site                                                         C1-36
CD Golden Moon Casino Electrical Details                                                      C1-37
CD Golden Moon Casino Typical Sections-Parking and Roadway                                    C1-38
CD Golden Moon Casino Storm Water Details                                                     C1-39
CD Golden Moon Casino Storm Water Details                                                     C1-40
CD Golden Moon Casino Concrete Jointing Plan                                                  C1-41
CD Golden Moon Casino Fence Details                                                           C1-42
CD Progress Set Golden Moon Casino Materials Plan                                             L1-1
CD Progress Set Golden Moon Casino Materials Plan                                             L1-2
CD Progress Set Golden Moon Casino Materials Plan                                             L1-3
CD Progress Set Golden Moon Casino Materials Plan                                             L1-4
CD Progress Set Golden Moon Casino Materials Plan                                             L1-5
CD Progress Set Golden Moon Casino Materials Plan                                             L1-6
CD Progress Set Golden Moon Casino Entry Area Paving Plan                                     L1-7
CD Progress Set Golden Moon Casino Irrigation Plan                                            L1-8
CD Progress Set Golden Moon Casino Irrigation Plan                                            L1-9
CD Progress Set Golden Moon Casino Irrigation Details                                         L1-10
CD Progress Set Golden Moon Casino Planting Plan                                              L2-1
CD Progress Set Golden Moon Casino Planting Plan                                              L.2-2
CD Progress Set Golden Moon Casino Planting Plan                                              L2-3
CD Progress Set Golden Moon Casino Planting Plan                                              L2-4
CD Progress Set Golden Moon Casino Planting Plan                                              L2-5
CD Progress Set Golden Moon Casino Planting Plan                                              L2-6
CD Progress Set Golden Moon Casino Pool Area Planting Inlargement                             L2-7
CD Progress Set Golden Moon Casino Site Details                                               L3-1
CD Progress Set Golden Moon Casino Site Details                                               L3-2
CD Progress Set Golden Moon Casino Site Details                                               L3-3
CD Progress Set Golden Moon Casino Site Details                                               L3-4
CD Progress Set Golden Moon Casino Pool Area Enlargement                                      L3-5
CD Progress Set Golden Moon Casino Planting Details                                           L3-6

WATER FEATURES BINDING NUMBER 1 AQUATIC DESIGN & ENGINEERING, INC.
PROGRESS SET
COMMERCIAL POOLS AND WATER FEATURES
DATE 11/6/00
60% Construction Documents Cover Sheet Index                                                  W1.1.000
60% CD Fountain Locators Pool Locators Equipment Room Locators                                W1.1.001
60% CD Pool Locators                                                                          W1.1.003
60% CD Pipe Trenches                                                                          W1.2.001
60% CD Partial Equipment Listing                                                              W1.3.001
60% CD Partial Equipment Listing Continued                                                    W1.3.002
60% CD Partial Equipment Listing Continued                                                    W1.3.003
60% CD Partial Equipment Listing Continued                                                    W1.3.004
60% CD Partial Equipment Listing Continued                                                    W1.3.005
60% CD Partial Equipment Listing Continued                                                    W1.3.006
60% CD Partial Equipment Listing Continued                                                    W1.3.007
60% CD Fountain #1 Pond Structural                                                            W2.1.000
60% CD Fountain #1 Dimensions                                                                 W2.1.001
60% CD Fountain #1 Feature Nozzle Piping                                                      W2.1-002
60% CD Fountain #1 Fence Nozzle Piping/Laminar Nozzle Piping                                  W2.1.003
60% CD Fountain #1 Suction Piping                                                             W2.1.004
60% CD Fountain #1 Wall Feature Nozzle Piping                                                 W2.1.007
60% CD Fountain #2 Structural Design                                                          W2.2.000
60% CD Fountain #2 Dimensions Equipment ID                                                    W2.2.001
60% CD Fountain #2 Feature Nozzle Piping                                                      W2.2.002
60% CD Fountain #2 Fence Nozzle Piping/Specialty Nozzle Piping                                W2.2.003
60% CD Fountain #2 Suction Piping                                                             W2.2.004
60% CD Fountain #2 Wall Feature Nozzle Piping                                                 W2.2.007

</TABLE>

                                                                 Page 3 of 24
<PAGE>

                                                                January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
60% CD Fountain #4 Pond Structural                                                            W2.4.000
60% CD Fountain #4 Dimensions Equipment ID                                                    W2.4.001
60% CD Fountain #4 Feature Nozzle Piping                                                      W2.4.002
60% CD Fountain #4 Fence Nozzle Piping                                                        W2.4.003
60% CD Fountain #4 Suction and Equalizer Piping                                               W2.4.004
60% CD Fountain #4 Wall Feature Nozzle Piping                                                 W2.4.007
60% CD Fountain #4 Wall Feature Nozzle Piping Underground                                     W2.4.008
60% CD Fountain #4 Laminar Nozzle Piping                                                      W2.4.010
60% CD Fountain #5 Pond Structural                                                            W2.5.000
60% CD Fountain #5 Dimensions Equipment ID                                                    W2.5.001
60% CD Fountain #5 Feature Nozzle Piping                                                      W2.5.002
60% CD Fountain #5 Suction Piping                                                             W2.5.003
60% CD Fountain #6 Pond Structural                                                            W2.6.000
60% CD Fountain #6 Dimensions Equipment ID                                                    W2.6.001
60% CD Fountain #6 Feature Nozzle Piping                                                      W2.6.002
60% CD Fountain #6 Fence Nozzle Piping                                                        W2.6.003
60% CD Fountain #6 Suction and Equalizer Piping                                               W2.6.004
60% CD Fountain #6 Laminar Nozzle Piping                                                      W2.6.008
60% CD Fountain #7 Pond Structural                                                            W2.7.000
60% CD Fountain #7 Dimensions Equipment ID                                                    W2.7.001
60% CD Fountain #7 Feature Nozzle Piping                                                      W2.7.002
60% CD Fountain #7 Fence Nozzle Piping Laminar Nozzle Piping                                  W2.7.003
60% CD Fountain #7 Suction and Equalizer Piping                                               W2.7.004
60% CD Fountain #7 Wall Feature Nozzle Piping                                                 W2.7.007
60% CD Indoor/Outdoor Pools Structural                                                        W3.1.000
60% CD Indoor/Outdoor Pools Equipment ID + Listing                                            W3.1.001
60% CD Indoor/Outdoor Pools Finish Schedules                                                  W3.1.002
60% CD Indoor Pool Dimensions                                                                 W3.2.001
60% CD Indoor Pool Piping + Sections                                                          W3.2.002
60% CD Outdoor Pool Dimensions                                                                W3.3.001
60% CD Outdoor Pool Piping + Sections                                                         W3.3.002
60% CD Fountain Details Valves                                                                W4.1.001
60% CD Fountain Details Nozzles                                                               W4.1.002
60% CD Fountain Details Valves + Sections                                                     W4.1.003
60% CD Fountains Lights/J-Box                                                                 W4.1.004
60% CD Fountain Finish Schedule                                                               W4.1.005
60% CD Indoor Pool Details                                                                    W4.2.001
60% CD Outdoor Pool Details                                                                   W4.2.002
60% CD Indoor/Outdoor Pool Details                                                            W4.2.003
60% CD Equipment Rooms Pool Fountains                                                         W5.1.001
60% CD Equipment Rooms Pool Fountains                                                         W5.2.001
60% CD Equipment Rooms Filters                                                                W5.2.004
60% CD Equipment Rooms Feature Fountains                                                      W5.3.001
60% CD Equipment Room Fountains-Feature Equipment Listing                                     W5.3.002
60% CD Feature Pump Schematics-Piping-Basement Eq. Room                                       W5.3.003
60% Construction Documents                                                                    No Sheet No.
60% CD Equipment Rooms Pipe Hangers Pipe Supports                                             W5.4.001
60% CD Equipment Room Electrical-Partal Controls                                              W5.5.001

CONSTRUCTION DOCUMENTS BINDING NUMBER 2 ARQ
PROGRESS SET
ARCHITECTURAL
DATE 11/6/00
Construction Documents Binding 2-Index Sheet                                                  A0.0.02
CD Master Site Plan                                                                           A1.1.00
CD Partial Site Plan                                                                          A1.1.01
CD Partial Site Plan                                                                          A1.1.02
CD Life Safety Plan 1st Flr. Casino Level                                                     A1.2.01
CD Life Safety Plan 2nd Flr. Casino Admin.                                                    A1.2.02
Life Safety Plan Mechanical Mezzanine                                                         A1.2.02.1

</TABLE>

                                                                 Page 4 of 24
<PAGE>

                                                                January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
CD Life Safety Plan 3rd Flr. Housing Level 1                                                  A1.2.03
CD Life Safety Plan 10th Flr. Guestroom Level 8                                               A1.2.10
CD 11th Flr. Life Safety Plan Guestroom Level 9                                               A1.2.11
CD Life Safety Plan 18th Flr. Guestroom Level 16                                              A1.2.18
CD Life Safety Plan 19th Flr. Kitchen                                                         A1.2.19
CD Life Safety Plan 20th Floor                                                                A1.2.20
CD Partition Types                                                                            A1.2.21
CD Basement Floor                                                                             A1.3.00
CD 1st Floor Casino Level                                                                     A1.3.01
CD 1st Floor Casino Level Dimension Plan                                                      A1.3.01D
CD Enlarged Plan Mechanical Mezzanine                                                         A1.3.01.1
CD 2nd Flr. Plan Casino Admin.                                                                A1.3.02
CD Mechanical Mezzanine                                                                       A1.3.02.1
CD 3rd Floor Plan Guestroom Level 1                                                           A1.3.03
CD 4th Floor Plan Guestroom Level 2                                                           A1.3.04
CD 5th Floor Plan Guestroom Level 3                                                           A1.3.05
CD 6th Floor Plan Guestroom Level 4                                                           A1.3.06
CD 7th Floor Plan Guestroom Level 5                                                           A1.3.07
CD 8th Floor Plan Guestroom Level 6                                                           A1.3.08
CD 9th Floor Plan Guestroom Level 7                                                           A1.3.09
CD 10th Floor Plan Guestroom Level 8                                                          A1.3.10
CD 11th Floor Plan Guestroom Level 9                                                          A1.3.11
CD 12th Floor Plan Guestroom Level 10                                                         A1.3.12
CD 13th Floor Plan Guestroom Level 11                                                         A1.3.13
CD 14th Floor Plan Guestroom Level 12                                                         A1.3.14
CD 15th Floor Plan Guestroom Level 13                                                         A1.3.15
CD 16th Floor Plan Guestroom Level 14                                                         A1.3.16
CD 17th Floor Plan Guestroom Level 15                                                         A1.3.17
CD 18th Floor Plan Guestroom Level 16                                                         A1.3.18
CD 19th Floor Kitchen                                                                         A1.3.19
CD 20th Floor Mechanical                                                                      A1.3.20
CD 21st Floor Mechanical                                                                      A1.3.21
CD 22nd Floor                                                                                 A1.3.22
CD 23rd Floor                                                                                 A1.3.23
CD Stair 2 and 4 Transition Floor Plan                                                        A1.3.23.1
CD 24th Floor Lobby/Restroom                                                                  A1.3.24
CD 25th Floor Restaurant                                                                      A1.3.25
CD 26th Floor Bar Lounge                                                                      A1.3.26
CD 27th Floor Observation Deck                                                                A1.3.27
CD 28th Floor Observation Deck                                                                A1.3.28
CD Roof Plan                                                                                  A1.4.01
CD Roof Plan Enlargement                                                                      A1.4.02
CD Roof Plan Enlargement                                                                      A1.4.03
CD Roof Plan Enlargement                                                                      A1.4.04
CD Roof Floor                                                                                 A1.4.05
CD Enlarged Plan Housekeeping                                                                 A1.5.01
CD Enlarged Plan Loading Dock                                                                 A1.5.02
CD Enlarged Plan Storage                                                                      A1.5.03
CD Enlarged Plan Human Resource                                                               A1.5.04
CD Enlarged Plan Mechanical Engineering                                                       A1.5.05
CD Enlarged Plan Mechanical Engineering                                                       A1.5.05.0
CD Enlarged Plan Pool Deck                                                                    A1.5.06
CD Enlarged Plan High Limit                                                                   A1.5.07
CD Enlarged Plan Buffet Restaurant                                                            A1.5.08
CD Enlarged Plan Casino BOH Restaurant                                                        A1.5.09
CD Enlarged Plan Main Lobby                                                                   A1.5.10
CD Enlarged Plan Retail                                                                       A1.5.11
CD Bridge Lobby Enlarged Plan                                                                 A1.5.11.1
CD Bridge Lobby Enlarged Plan                                                                 A1.5.11.2
CD Enlarged Plan Show Lounge                                                                  A1.5.12
CD Gaming Enlarged Plan                                                                       A1.5.12.1

</TABLE>

                                                                 Page 5 of 24
<PAGE>

                                                                January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
CD 2nd Flr. Plan Casino Admin.                                                                A1.5.13.1
CD 2nd Floor Plan Casino Amin. Level                                                          A1.5.13.2
CD 2nd Floor Plan Casino Amin. Level                                                          A1.5.13.3
CD 2nd Floor Plan Bridge Lobby                                                                A1.5.13.4
CD Mechanical Mezzanine                                                                       A1.5.14.1
CD Mechanical Mezzanine                                                                       A1.5.14.2
CD Mechanical Mezzanine                                                                       A1.5.14.3
CD 3rd Floor Plan Guestroom Level 1                                                           A1.5.15.1
CD 3rd Floor Plan Guestroom Level 1                                                           A1.5.15.2
CD 3rd Floor Plan Guestroom Level 1                                                           A1.5.15.3
CD 4th Floor Plan Guestroom Level 2                                                           A1.5.16.1
CD 4th Floor Plan Guestroom Level 2                                                           A1.5.16.2
CD 4th Floor Plan Guestroom Level 2                                                           A1.5.16.3
CD Partial 5th Flr. Plan Guestroom Level 3                                                    A1.5.17
CD 6th Floor Plan Guestroom Level 4                                                           A1.5.18
CD 7th Floor Plan Guestroom Level 5                                                           A1.5.19
CD 8th Floor Plan Guestroom Level 6                                                           A1.5.20
CD 9th Floor Plan Guestroom Level 7                                                           A1.5.21
CD Partial 10th Floor Plan Guestroom Level 8                                                  A1.5.22
CD Partial 11th Floor Plan Guestroom Level 9                                                  A1.5.23
CD Partial 12th Floor Plan Guestroom Level 10                                                 A1.5.24
CD Partial 13th Floor Plan Guestroorn Level 11                                                A1.5.25
CD Partial 14th Floor Plan Guestroom Level 12                                                 A1.5.26
CD Partial 15th Floor Plan Guestroom Level 13                                                 A1.5.27
CD Partial 16th Floor Plan Guestroom Level 14                                                 A1.5.28
CD Partial 17th Floor Plan Guestroom Level 15                                                 A1.5.29
CD Partial 18th Floor Plan Housing Level 16                                                   A1.5.30
CD 19th Floor Kitchen                                                                         A1.5.31
CD 20th Floor Mechanical                                                                      A1.5.32
CD 21st Floor Mechanical                                                                      A1.5.33
CD 22nd Floor                                                                                 A1.5.34
CD Stair 2 and 4 Transition and 24th Flr. Plan                                                A1.5.35
CD 25th Floor Restaurant                                                                      A1.5.36
CD 27th and 28th Floor Plans                                                                  A1.5.37
CD Hotel Tower Guestroom Layouts                                                              A1.5.40
CD Hotel Tower Guestroom Layouts                                                              A1.5.41
CD Toilet Standard Layouts Accessories Diagrams                                               A1.5.42.1
CD Hotel Tower Guestroom Layouts                                                              A1.5.42
CD Toilet T 1 Through T 10 Floor Plans                                                        A1.5.43
CD Toilet Rm. 11 Through 17 Floor Plans                                                       A1.5.44
CD Toilet Rm. 18 Through 28 Floor Plans                                                       A1.5.45
CD Toilet Rm. 29 Through 43                                                                   A1.5.46
CD Stair 8 and 9 Floor Plans and Sections                                                     A1.6.01
CD Stair 2 Floor Plans and Sections                                                           A1.6.02
CD Stair 2 Floor Plans and Sections                                                           A1.6.03
CD Stair 2 Floor Plans and Sections                                                           A1.6.04
CD Stair 3 Floor Plans and Sections                                                           A1.6.05
CD Stair 4 Floor Plans and Sections                                                           A1.6.06
CD Stair 4 Floor Plans and Sections                                                           A1.6.07
CD Stair 4 Floor Plans and Sectons                                                            A1.6.08
CD Stair 2 Floor Plans and Sections                                                           A1.6.08.1
CD Stair 6 and 7 Floor Plans and Sections                                                     A1.6.10
CD Elevator 2a and 2b Flr. Plans and Sections                                                 A1.6.11
CD Elev. 3, 4, 5a, 5b, 6a, 7a, 7b, Flr. Plans and Sections                                    A1.6.12
CD Elevator 8a, 8b, 9, and 10 Flr. Plans and Section                                          A1.6.13
CD Escalator 1 and 2 Flr. Plans and Sections                                                  A1.6.14
CD 1st Floor Reflected Ceiling Plan                                                           A1.8.00
CD 1st Floor Reflected Ceiling Plan Casino Level                                              A1.8.00.1
CD Reflected Clg. Plan Housekeeping                                                           A1.8.01
CD Reflected Clg. Plan Loading Dock                                                           A1.8.02
CD Reflected Clg. Plan Storage                                                                A1.8.03

</TABLE>

                                                                 Page 6 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
CD Reflected Clg. Plan Human Resource                                                         A1.8.04
CD Reflected Clg. Plan Mechanical Engineering                                                 A1.8.05
CD Enlarged Plan Pool Deck                                                                    A1.8.06
CD Reflected Clg. Plan High Limit                                                             A1.8.07
CD Reflected Clg. Plan Buffet Restaurant                                                      A1.8.08
CD Reflected Clg. Plan Casino BOH Restaurant                                                  A1.8.09
CD Reflected Clg. Plan Main Lobby                                                             A1.8.10
CD Reflected Clg. Plan Retail                                                                 A1.8.11
CD Reflected Clg. Plan Show Lounge                                                            A1.8.12
CD 2nd Floor Reflected Clg. Plan/Conference                                                   A1.8.13
CD 2nd Floor Reflected Clg. Plan/Admin. Offices                                               A1.8.14
CD 2nd Floor Reflected Clg. Plan/Admin. Offices                                               A1.8.15
CD 2nd Floor Reflected Clg. Plan/Bridge Lobby                                                 A1.8.16
CD 3rd Fir. Reflected Clg. Plan/Housing Level 1                                               A1.8.17
CD 3rd Floor Reflected Clg. Plan/Hsing Level 1                                                A1.8.18
CD 3rd Floor Reflected Clg. Plan/Hsing. Level 1                                               A1.8.19
CD North Elevation Casino/Hotel                                                               A2.1.01
CD South Elevation Casino/Hotel                                                               A2.1.02
CD West Elevation Casino/Hotel                                                                A2.1.03
CD East Elevation Casino/Hotel                                                                A2.1.04
CD Enlarged East Elev. Casino/Hotel                                                           A2.2.01
CD Enlarged South Elev. Casino/Hotel                                                          A2.2.02
CD Toilet Room 11 Through 15 Interior Elevations                                              A2.3.03
CD Enlarged Elevation EIFS Panel Configuration                                                A2.2.04
CD Toilet Room 1, 2,3,4, and 5 Interior Elevations                                            A2.3.01
CD Toilet Room 6, 7, 8, 9, and 10 interior Elevations                                         A2.3.02
CD Toilet Room 11 Through 15 Interior Elevations                                              A2.3.03
CD Toilet Rm. 16 Through 20 Interior Elevations                                               A2.3.04
CD Toilet Rm. 21 Through 25 Interior Elevations                                               A2.3.05
CD Toilet Rm. 26 Through 30 Interior Elevations                                               A2.3.06
CD Toilet Rm. 31 Through 35 Interior Elevations                                               A2.3.07
CD Toilet Rm. 36 Through 40 Interior Elevations                                               A2.3.08
CD Toilet Rm T41 Through T43 Interior Elevations                                              A2.3.09
CD Building Sections                                                                          A3.1.01
CD Building Sections                                                                          A3.1.02
CD Building Sections                                                                          A3.1.03
CD Building Sections                                                                          A3.1.04
CD Building Sections                                                                          A3.1.05
CD Building Sections                                                                          A3.1.06
CD Wall Sections                                                                              A3.1.07
CD Building Sections                                                                          A3.1.08
CD Building Sections                                                                          A3.1.09
CD Building Sections                                                                          A3.2.01
CD Wall Sections                                                                              A3.2.02
CD Wall Sections                                                                              A3.2.03
CD Wall Sections                                                                              A3.2.04
CD Partial Sections                                                                           A3.2.05
CD Partial Sections                                                                           A3.2.06
CD Partial Trellis Sections                                                                   A3.2.07
CD Partial Sections                                                                           A3.2.08
CD Partial Sections                                                                           A3.2.09
CD Partial Sections                                                                           A3.2.10
CD Trellis Configuration                                                                      A3.2.11
CD Partial Wall Sections                                                                      A3.2.12
CD Partial Sections                                                                           A3.2.13
CD Partial Sections                                                                           A3.2.14
CD Foundation Details                                                                         A4.1.01
CD Foundation Details                                                                         A4.1.02
CD Foundation Details                                                                         A4.1.03
CD Parapet Details                                                                            A4.1.04
CD Parapet Details                                                                            A4.1.05

</TABLE>

                                                                   Page 7 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
CD Parapet Details                                                                            A4.1.06
CD Building Sections                                                                          A4.1.07
CD Column Details                                                                             A4.2.01
CD Finish Schedule Casino/Hotel                                                               A6.1.01
CD Finish Schedule Casino/Hotel                                                               A6.1.02
CD Finish Schedule Casino/Hotel                                                               A6.1.03
CD Finish Schedule Casino/Hotel                                                               A6.1.04
CD Finish Schedule Casino/Hotel                                                               A6.1.05
CD Finish Schedule Casino/Hotel                                                               A6.1.06
CD Finish Schedule Casino/Hotel                                                               A6.1.07
CD Finish Schedule Casino/Hotel                                                               A6.1.08
CD Finish Schedule Casino/Hotel                                                               A6.1.09
CD Finish Schedule Casino/Hotel                                                               A6.1.10
CD Door Types Casino/Hotel                                                                    A6.2.00
CD Door Schedule                                                                              A6.2.01
CD Door Schedule                                                                              A6.2.02
CD Door Schedule                                                                              A6.2.03
CD Door Schedule                                                                              A6.2.04
CD Finish Schedule                                                                            A6.2.05
CD Door Schedule                                                                              A6.2.06
CD Door Schedule                                                                              A6.2.07
CD Door Schedule                                                                              A6.2.08
CD Door Schedule                                                                              A6.2.09
CD Door Schedule                                                                              A6.2.10
CD Door Schedule                                                                              A6.2.11
CD Door Schedule                                                                              A6.2.12
CD Door Schedule                                                                              A6.2.13

CONTRACT DOCUMENTS BINDING NUMBER 3 ARQ
PROGRESS SET
STRUCTURAL
DATE 11/6/00
Construction Documents Binding 3-Index Sheet                                                  A0.0.03
Progress Package General Notes                                                                S1.1.01
Progress Package Basement Plan                                                                S1.3.00
Progress Package Foundation Plan Casino Level                                                 S1.3.01
Progress Package 1 st Floor Mezzanine Framing Plan                                            S1.3.01.1
Progress Package 2nd Framing Plan EL. + 18'-8" Casino Admin. Level                            S1.3.02
PP Mezzanine EL. +28'-0"                                                                      S1.3.02.1
PP 3rd Level Framing Plan +37'-4" Housing Level                                               S1.3.03
PP 3rd Framing Plan EL. +37'-4" Housing Level 2                                               S1.3.03.1
PP 4th Framing Plan EL. +50'-10" Housing Level 2                                              S1.3.04
PP 5th Framing Plan EL. +60'-8" Housing Level 3                                               S1.3.05
PP 6th Framing Plan EL. +70'-6" Housing Level 4                                               S1.3.06
PP 7th Framing Plan EL. +80'-4" Housing Level 5                                               S1.3.07
PP 8th Framing Plan EL. +90'-2" Housing Level 6                                               S1.3.08
PP 9th Framing Plan EL. +100'-0" Housing Level 7                                              S1.3.09
PP 10th Framing Plan EL. +109'-10" Housing Level 8                                            S1.3.10
PP 11th Framing Plan EL. +119'-8" Housing Level 9                                             S1.3.11
PP 12th Framing Plan EL. +129'-6" Housing Level 10                                            S1.3.12
PP 13th Framing Plan EL. +139'-4" Housing Level 11                                            S1.3.13
PP 14th Framing Plan EL. +147'-2" Housing Level 12                                            S1.3.14
PP 15th Framing Plan EL. +159'-0" Housing Level 13                                            S1.3.15
PP 16th Framing Plan EL. +168'-10" Housing Level 14                                           S1.3.16
PP 17th Framing Plan EL. +178'-8" Housing Level 15                                            S1.3.17
PP 18th Framing Plan EL. +188'-6" Housing Level 16                                            S1.3.18
PP 19th Framing Plan EL. +201'4" Kitchen                                                      S1.3.19
PP 20th Thru 28th Framing Plans                                                               S1.3.20
PP Trellis Roof Framing Plan EL. Varies                                                       S1.3.21
PP Foundation Plan                                                                            S1.5.01.01

</TABLE>

                                                                   Page 8 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
PP Foundation Plan                                                                            S1.5.01.02
PP Foundation Plan                                                                            S1.5.01.03
PP Foundation Plan                                                                            S1.5.01.04
PP Foundation Plan                                                                            S1.5.01.05
PP Foundation Plan                                                                            S1.5.01.06
PP Foundation Plan                                                                            S1.5.01.07
PP Foundation Plan                                                                            S1.5.01.08
PP Foundation Plan                                                                            S1.5.01.09
PP Foundation Plan                                                                            S1.5.01.10
PP Foundation Plan                                                                            S1.5.01.11
PP Foundation Plan                                                                            S1.5.01.12
PP 1st Floor Mezzanine Plan Partial Plans                                                     S1.5.01.1.10
PP 1st Floor Mezzanine Plan Partial Plans                                                     S1.5.01.1.11
PP 2nd Level Framing Plan                                                                     S1.5.02.01
PP 2nd Level Framing Plan                                                                     S1.5.02.02
PP 2nd Level Framing Plan                                                                     S1.5.02.03
PP 2nd Level Framing Plan                                                                     S1.5.02.04
PP 2nd Level Framing Plan                                                                     S1.5.02.05
PP 2nd Level Framing Plan                                                                     S1.5.02.06
PP 2nd Level Framing Plan                                                                     S1.5.02.07
PP 2nd Level Framing Plan                                                                     S1.5.02.08
PP 2nd Level Framing Plan                                                                     S1.5.02.09
PP 2nd Level Framing Plan                                                                     S1.5.02.10
PP 2nd Level Framing Plan                                                                     S1.5.02.11
PP 2nd Level Mezzanine Framing Plan                                                           S1.5.02.1.17
PP 2nd Level Mezzanine Framing Plan                                                           S1.5.02.1.18
PP 2nd Level Mezzanine Framing Plan                                                           S1.5.02.1.19
PP 3rd Level Framing Plan                                                                     S1.5.03.13
PP 3rd Level Framing Plan                                                                     S1.5.03.14
PP 3rd Level Framing Plan                                                                     S1.5.03.15
PP 3rd Level Framing Plan                                                                     S1.5.03.16
PP 3rd Level Framing Plan                                                                     S1.5.03.17
PP 3rd Level Framing Plan                                                                     S1.5.03.18
PP 3rd Level Framing Plan                                                                     S1.5.03.19
PP 4th Level Framing Plan                                                                     S1.5.04.17
PP 4th Level Framing Plan                                                                     S1.5.04.18
PP 4th Level Framing Plan                                                                     S1.5.04.19
PP 5th Level Framing Plan                                                                     S1.5.05.17
PP 5th Level Framing Plan                                                                     S1.5.05.18
PP 5th Level Framing Plan                                                                     S1.5.05.19
PP 6th Level Framing Plan                                                                     S1.5.06.17
PP 6th Level Framing Plan                                                                     S1.5.06.18
PP 6th Level Framing Plan                                                                     S1.5.06.19
PP 7th Level Framing Plan                                                                     S1.5.07.17
PP 7th Level Framing Plan                                                                     S1.5.07.18
PP 7th Level Framing Plan                                                                     S1.5.07.19
PP 8th Level Framing Plan                                                                     S1.5.08.17
PP 8th Level Framing Plan                                                                     S1.5.08.18
PP 9th Level Framing Plan                                                                     S1.5.09.17
PP 9th Level Framing Plan                                                                     S1.5.09.18
PP 10th Level Framing Plan                                                                    S1.5.10.17
PP 10th Level Framing Plan                                                                    S1.5.10.18
PP 11th Level Framing Plan                                                                    S1.5.11.17
PP 11th Level Framing Plan                                                                    S1.5.11.18
PP 12th Level Framing Plan                                                                    S1.5.12.17
PP 12th Level Framing Plan                                                                    S1.5.12.18
PP 13th Level Framing Plan                                                                    S1.5.13.17
PP 13th Level Framing Plan                                                                    S1.5.13.18
PP 14th Level Framing Plan                                                                    S1.5.14.17
PP 14th Level Framing Plan                                                                    S1.5.14.18
PP 15th Level Framing Plan                                                                    S1.5.15.17

</TABLE>

                                                                   Page 9 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
PP 15th Level Framing Plan                                                                    S1.5.15.18
PP 16th Level Framing Plan                                                                    S1.5.16.17
PP 17th Level Framing Plan                                                                    S1.5.17.17
PP 18th Level Framing Plan                                                                    S1.5.18.17
PP 19th Level Framing Plan                                                                    S1.5.19.17
PP 20th Level Framing Plan                                                                    S1.5.20.117
PP 21st Level Framing Plan 22nd Level Framing Plan                                            S1.5.21.17
PP 23rd Level Framing Plan 24th Level Framing Plan                                            S1.5.23.17
PP 25th Level Framing Plan 26th Level Framing Plan                                            S1.5.25.17
PP 27th Level Roof Trellis Framing Plan                                                       S1.5.27.17
PP 27th Level Roof Trellis Framing Plan                                                       S1.5.27.18
PP 27th Level Roof Trellis Framing Plan                                                       S1.5.27.19
PP 28th Level Framing Plan                                                                    S1.5.28.17
PP Foundation Typical Details                                                                 S3.1.01
PP Foundation Details                                                                         S3.1.02
PP Pilecap Plans                                                                              S3.1.03
PP Pilecap Plans + Details                                                                    S3.1.04
PP Foundation Details                                                                         S3.1.05
PP Foundation Details                                                                         S3.1.06
PP Foundation Details                                                                         S3.1.07
PP Foundation Details                                                                         S3.1.08
PP Typical Framing Details                                                                    S4.1.01
PP Framing Details                                                                            S4.1.02
PP Steel Framing Details                                                                      S4.2.01
PP Steel Framing Details                                                                      S4.2.02
PP Steel Framing Details                                                                      S4.2.03
PP Steel Framing Details                                                                      S4.2.04
PP Steel Truss Elevations                                                                     S4.3.01
PP Steel Truss Elevations                                                                     S4.3.02
PP Steel Truss Elevations                                                                     S4.3.03
PP Steel Truss Elevations                                                                     S4.3.04
PP Steel Truss Elevations                                                                     S4.3.05
PP Steel Truss Elevations                                                                     S4.3.06
PP Steel Truss Elevations                                                                     S4.3.07
PP Steel Truss Elevations                                                                     S4.3.08
PP Steel Truss Elevations                                                                     S4.3.09
PP Steel Truss Elevations                                                                     S4.3.10
PP Steel Truss Elevations                                                                     S4.3.11
PP Escalator Lobby Partial Plans                                                              S4.4.01
PP Escalator Elevations + Details                                                             S4.4.02
PP Escalator Lobby Details                                                                    S4.4.03
PP Escalator Lobby Partial Plans + Details                                                    S4.5.01
PP Escalator Lobby Partial Plans + Details                                                    S4.5.02
PP Column Typical Details                                                                     S5.1.01
PP Concrete Column Schedule                                                                   S5.1.02
PP Concrete Column Schedule                                                                   S5.1.03
PP Concrete Column Schedule                                                                   S5.1.04
PP Steel Column Typical Details and Schedule                                                  S5.2.01
PP Shearwall Plans                                                                            S6.1.01
PP Shearwall Plans                                                                            S6.1.02
PP Shearwall Elevations                                                                       S6.1.03
PP Shearwall Elevations                                                                       S6.1.04
PP Shearwall Zone Definifions+Creep+Shrinkage Reinf. Partials                                 S6.1.05
PP Shearwall Details                                                                          S6.1.06
PP Shearwall Schedules +Linkbeam Schedule                                                     S6.1.07
PP Shearwall Schedules                                                                        S6.1.08
PP Bracing Elevations and Details                                                             S6.2.01

</TABLE>

                                                                   Page 10 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
CONTRACT DOCUMENTS BINDING NUMBER 4 ARQ
PROGRESS SET
MEPF, TECH. SYST., A/V AND KITCHEN
DATE 11/6/00
Construction Documents Binding 4-Index Sheet                                                  A0.0.04
Design Development No Title                                                                   M0.0.01
Design Development No Title                                                                   M0.0.02
Design Development 1st Floor Plan/Casino Level                                                M1.3.01
DD 2nd Floor Plan Casino Admin.-HVAC                                                          M1.3.02
DD Mezzanine (Electrical Rooms-HVAC)                                                          M1.3.02.1
DD 3rd Floor Composite Plan-Housing Level 1-HVAC                                              M1.3.03
DD 4th Floor Plan-Housing Level 2-HVAC                                                        M1.3.04
DD 5th Floor Plan-Housing Level 3-HVAC                                                        M1.3.05
DD 6th Floor Pian-Housing Level 4-HVAC                                                        M1.3.06
DD 7th Floor Plan-Housing Level 5-HVAC                                                        M1.3.07
DD 8th Floor Plan-Housing Level 6-HVAC                                                        M1.3.08
DD 9th Floor Plan-Housing Level 7-HVAC                                                        M1.3.09
DD 10th Floor Plan-Housing Level 8-HVAC                                                       M1.3.10
DD 11th Floor Plan-Housing Level 9-HVAC                                                       M1.3.11
DD 12th Floor Plan-Housing Level 10-HVAC                                                      M1.3.12
DD 13th Floor Plan-Housing Level 11-HVAC                                                      M1.3.13
DD 14th Floor Plan-Housing Level 12-HVAC                                                      M1.3.14
DD 15th Floor Plan-Housing Level 13-HVAC                                                      M1.3.15
DD 16th Floor Plan-Housing Level 14-HVAC                                                      M1.3.16
DD 17th Floor Plan-Housing Level 15-HVAC                                                      M1.3.17
DD 18th Floor Plan-Housing Level 16-HVAC                                                      M1.3.18
DD 19th Floor Plan-Kitchen-HVAC                                                               M1.3.19
DD 20th Floor Plan/Mechanical-HVAC                                                            M1.3.20
DD 21st Floor Plan/Mechanical-HVAC                                                            M1.3.21
DD 22nd Floor Plan-HVAC                                                                       M1.3.22
DD 23rd Floor Plan-HVAC                                                                       M1.3.23
DD 24th Floor Plan/Lobby, Restrwm-HVAC                                                        M1.3.24
DD 25th Floor Plan/Restaurant-HVAC                                                            M1.3.25
DD 26th Floor Plan/Bar Lounge                                                                 M1.3.26
DD 27th Floor Plan/Observation Deck                                                           M1.3.27
DD 1st Floor Enlarged Plan-Housekeeping-HVAC                                                  M1.5.01
DD 1st Floor Enlarged Plan-Loading Dock-HVAC                                                  M1.5.02
DD 1st Floor Enlarged Plan-Storage-HVAC                                                       M1.5.03
DD 1st Floor Enlarged Plan-Human Resources-WAC                                                M1.5.04
DD 1st Floor Enlarged Plan-Mechancial Engineering-HVAC                                        M4.5.05
DD 1st Floor Enlarged Plan-Pool Deck-HVAC                                                     M1.5.06
DD 1st Floor Enlarged Plan-High Limit-HVAC                                                    M1.5.07
DD 1st Floor Enlarged Plan-Buffet Restaurant-HVAC                                             M1.5.08
DD 1st Floor Enlarged Plan-Casino BOH Restaurant-HVAC                                         M1.5.09
DD 1st Floor Enlarged Plan-Main Lobby-HVAC                                                    M1.5.10
DD 1st Floor Enlarged Plan-Retail- HVAC                                                       M1.5.11
DD 1st Floor Enlarged Plan-Show Lounge-HVAC                                                   M1.5.12
DD 1st Floor Enlarged Plan-Mezzanine-HVAC                                                     M1.5.13
DD 1st Floor Enlarged Plan-Mezzanine-HVAC                                                     M1.5.14
DD 2nd Floor Enlarged Plan-Conference-HVAC                                                    M1.5.15
DD 1st Floor Enlarged Plan-Administration Offices-HVAC                                        M1.5.16
DD 1st Floor Enlarged Plan-Administration/Fitness-HVAC                                        M1.5.17
DD 1st Floor Enlarged Plan-Bridge-HVAC                                                        M1.5.18
DD Mezz. Flr Enlarged Plan-Mezzanine'B'-HVAC                                                  M1.5.19
DD Mezz. Flr Enlarged Plan-Mezzanine'B'-HVAC                                                  M1.5.20
DD Mezz. Flr Enlarged Plan-Mezzanine'C'-HVAC                                                  M1.5.21
DD Partial Plans Typical Guestrooms-HVAC                                                      M4.1.01
DD Partial Plans Typical Suites-HVAC                                                          M4.1.02
DD Partial Plans Handicap Guestrooms-HVAC                                                     M4.1.03
DD 1st Floor Plan Chiller Plan-HVAC                                                           M4.1.04
DD 1st Floor Plan Cooling Tower Yard-HVAC                                                     M4.1.04

</TABLE>

                                                                   Page 11 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
Design Development No Title                                                                   M5.1.00
Design Development Exhaust Riser Diagram                                                      M5.1.01
Design Development Exhaust Riser Diagram                                                      M5.1.02
Design Development Exhaust and Supply Riser Diagram                                           M5.1.03
Design Development No Title                                                                   M5.1.04
Design Development No Title                                                                   M5.1.07
Design Development No Title                                                                   M5.1.04
Design Development No Title                                                                   M5.1.07
Design Development No Title                                                                   M6.0.01
Design Development No Title                                                                   M6.0.02
Design Development No Title                                                                   M6.0.03
Design Development No Title                                                                   M6.0.04
Design Development No Title                                                                   M6.0.05
DD Electrical Legends and Abbreviations                                                       E0.0.01
Design Development                                                                            E0.0.02
Design Development                                                                            E1.3.01a
2nd Floor Plan Casino Admin. Electrical                                                       E1.3.02
Design Development No Title                                                                   No Page No. Indicated
Design Development (24th Floor Plan/Lobby, Restroom)                                          No Page No. Indicated
Design Development (25th Floor Plan/Restaurant)                                               No Page No. Indicated
Design Development (26th Floor Plan/Bar Lounge)                                               No Page No. Indicated
Design Development (27th Floor Plan/Observation Deck)                                         No Page No. Indicated
DD 1st Floor Enlarged Plan-Housekeeping-Elec                                                  E1.5.00
DD 1st Floor Enlarged Plan-Housekeeping-Elec                                                  E1.5.01
DD 1st Floor Enlarged Plan-Loading Dock-Elec                                                  E1.5.02
DD 1st Floor Enlarged Plan-Storage-Elec                                                       E1.5.03
DD 1st Floor Enlarged Plan-Human Resources-Elec                                               E1.5.04
DD 1st Floor Enlarged Plan-Mechanical Engineering-Elec                                        E1.5.05
DD 1st Floor Enlarged Plan-Pool Deck-Elec                                                     E1.5.06
DD 1st Floor Enlarged Plan-High Limit-Elec                                                    E1.5.07
DD 1st Floor Enlarged Plan-Buffet Restaurant-Elec                                             E1.5.08
DD 1st Floor Enlarged Plan-Casino BOH Restaurant-Elec                                         E1.5.09
DD 1st Floor Enlarged Plan-Main Lobby-Elec                                                    E1.5.10
DD 1st Floor Enlarged Plan-Retail-Elec                                                        E1.5.11
DD 1st Floor Enlarged Plan-Show Lounge-Elec                                                   E1.5.12
DD 1st Floor Enlarged Plan-Show Lounge-Elec                                                   E1.5.12A
DD 1st Floor Enlarged Plan-Mezzanine A Power                                                  E1.5.13
DD 1st Floor Enlarged Plan-Mezzanine B Power                                                  E1.5.14
DD 2nd Floor Enlarged Plan-Conference Power                                                   E1.5.15
DD 2nd Floor Enlarged Plan-Administration Offices-Power                                       E1.5.16
DD 2nd Floor Enlarged Plan-Administrabon/Fitness-Power                                        E1.5.17
DD 1st Floor Enlarged Plan-Housekeeping Lighting                                              E1.6.01
DD 1st Floor Enlarged Plan-Loading Dock Lighting                                              E1.6.02
DD 1st Floor Enlarged Plan-Storage Lighting                                                   E1.6.03
DD 1st Floor Enlarged Plan-Human Resources-Lighting                                           E1.6.04
Design Development (1st Floor Enlarged Plan-Mechanical Engr)                                  E1.6.05
DD 1st Floor Enlarged Plan-Pool Deck Lighting                                                 E1.6.06
DD 1st Floor Enlarged Plan-High Limit Lighting                                                E1.6.07
DD 1st Floor Enlarged Plan-Mezzanine Lighting                                                 E1.6.13
DD 1st Floor Enlarged Plan-Mezzanine Lighting                                                 E1.6.14
DD Electrical One Line Diagram                                                                E2.1.01
DD Electrical One Line Diagram                                                                E2.1.02
DD Partial Plans Typical Guestrooms Electrical                                                E4.1.01
DD Partial Plans Typical Suites Electrical                                                    E4.1.02
DD Partial Plans Handicap Guestroom Electrical                                                E4.1.03
DD Partial Plans Electrical                                                                   E4.1.04
DD Partial Plans Electrical                                                                   E4.1.05
DD Main Electrical Room                                                                       E4.1.06
DD Partial Plan Electrical                                                                    E4.1.06b
Design Development (19th Floor Plan/Kitchen)                                                  E4.1.07
Design Development                                                                            E4.1.09

</TABLE>

                                                                   Page 12 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
Design Development                                                                            E4.1.11
DD Stair 2 and 4 Transition and 24th Flr Plan                                                 E4.1.12
DD Partial Plans Typical Suites Electrical                                                    E4.1.14.1
DD Partial Plans Typical Suites Electrical                                                    E4.1.14.2
DD Partial Plans Typical Suites Electrical                                                    E4.1.14.3
DD Partial Plans Typical Suites Electrical                                                    E4.1.14.4DD
Partial Plans Typical Suites Electrical                                                       E4.1.14.5
DD Partal Plans Typical Suites Electrical                                                     E4.1.14.6
DD Partial Plans Typical Suites Electrical                                                    E4.1.14.7
DD 4th Floor Plan Housing Level 2 Electrical                                                  E5.1.01
DD 4th Floor Plan Housing Level 2 Electrical                                                  E5.1.02
DD 4th Floor Plan Housing Level 2 Electrical                                                  E5.1.03
DD General Information Plumbing/FP                                                            P0.0.01
DD Schedules Plumbing/FP                                                                      P0.0.02
DD 1st Floor Enlarged Floor Plan Houskeeping Plumbing/FP                                      P1.5.01
DD 1st Floor Enlarged Plan-Loading Dock Plumbing/FP                                           P1.5.02
DD 1st Floor Enlarged Plan-Storage Plumbing/FP                                                P1.5.03
DD 1st Floor Enlarged Plan-Human Resources Plumbing/FP                                        P1.5.04
DD 1st Floor Enlarged Plan-Mechanical Engineering Plumbing/FP                                 P1.5.05
DD 1st Floor Enlarged Plan-Pool Deck Plumbing/FP                                              P1.5.06
DD 1st Floor Enlarged Plan-High Limit Plumbing/FP                                             P1.5.07
DD 1st Floor Enlarged Plan-Buffet Restaurant-P/FP                                             P1.5.08
DD 1st Floor Enlarged Plan-Casino BOH Restaurant-Plmb/FP                                      P1.5.09
DD 1st Floor Enlarged Plan-Main Lobby Plumbing/FP                                             P1.5.10
DD 1st Floor Enlarged Plan-Retail Plumbing/FP                                                 P1.5.11
DD 1st Floor Enlarged Plan-Show Lounge Plumbing/FP                                            P1.5.12
DD 2nd Floor Plan Casino Administration Plumbing/FP                                           P1.5.15
DD 2nd Floor Plan Casino Administration Plumbing/FP                                           P1.5.16
DD 2nd Floor Plan Casino Administration Plumbing/FP                                           P1.5.17
DD 2nd Floor Plan Casino Administration Plumbing/FP                                           P1.5.18
DD Mechanical Mezzanine Plumbing/FP                                                           P1.5.19
DD Mechanical Mezzanine Plumbing/FP                                                           P1.5.20
DD Mechanical Mezzanine Plumbing/FP                                                           P1.5.21
DD 3rd Floor Plan Hsg. Level 1/Section "N" Plumbing/FP                                        P1.5.22
DD 3rd Floor Plan Hsg. Level 1/Section "0" Plumbing/FP                                        P1.5.23
DD 3rd Floor Plan Hsg. Level 1/Section "P" Plumging/FP                                        P1.5.24
DD 11th Floor Plan Hsg. Level 9/Section "N" Plumbing/FP                                       P1.5.30
DD 11th Floor Plan Housing Level 9 Plumbing/FP                                                P1.5.31
DD 20th & 21st Floor Plans Plumbing/FP                                                        P1.5.32
DD 22nd & 23rd Floor Plans Plumbing/FP                                                        P1.5.33
DD Stair Transition & 24th Floor Plan Plumbing/FP                                             P1.5.34
DD 25th & 26th Floor Plans Plumbing/FP                                                        P1.5.35
Design Development                                                                            P1.5.36
DD Waste & Vent Risers Plumbing/FP                                                            P2.1.01
DD Waste & Vent Risers Plumbing/FP                                                            P2.1.02
DD Waste & Vent Risers Plumbing/FP                                                            P2.1.03
DD Waste & Vent Risers Plumbing/FP                                                            P2.1.04
DD Flow Diagram Domestic Water                                                                P2.2.01
DD Flow Diagram Domestic Water                                                                P2.2.02
DD Flow Diagram Domestic Water                                                                P2.2.03
DD Isometrics/Guestrooms Sanitary-Plumbing/FP                                                 P3.1.01
DD Isometrics/Guestrooms Sanitary-Plumbing/FP                                                 P3.1.02
DD Isometrics/Guestrooms Domestic Water Plumbing/FP                                           P3.1.11
DD Isometrics/Guestrooms Domestic Water Plumbing/FP                                           P3.1.12
DD Partial Plans Typical Guestrooms Plumbing/FP                                               P4.1.00
DD Partial Plans Typical Suites Plumbing/FP                                                   P4.1.01
DD Partial Plans Handicap Guestrooms Plumbing/FP                                              P4.1.02
Design Development                                                                            P4.1.04
DD Partial Plan 1st Floor-Cooling Tower Yard-Plmb/FP                                          P4.1.05
DD Partial Plan-20th Floor-Mech Room Plumbing/FP                                              P4.1.06
DD Partial Plan-21th Floor-Mech Room Plumbing/FP                                              P4.1.06

</TABLE>

                                                                   Page 13 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
DD 2nd Floor/Mech Mez. Toilets Plumbing/FP                                                    P4.1.08
DD Casino Admin. Toilets Plumbing/FP                                                          P4.1.09
DD 1st Floor Toilets Plumbing/FP                                                              P4.1.10
DD 1st Floor Toilets Plumbing/FP                                                              P4.1.11
DD 1st Floor Toilets Plumbing/FP                                                              P4.1.12
DD 1st Floor Toilets Plumbing/FP                                                              P4.1.13
DD Partial Plans RIS Kitchen Plumbing/FP                                                      P4.1.14
DD Partial Plans Main Kitchen Plumbing/FP                                                     P4.1.15
DD Partial Plans Dishwashing/Servery Plumbing/FP                                              P4.1.16
DD Partial Plans 1st Floor-Storage Plumbing/FP                                                P4.1.17
DD Partial Plans Storage Plumbing/FP                                                          P4.1.18
DD Partial Plans 1st Floor Display Cooking Plumbing/FP                                        P4.1.19
DD Partial Plans 1st Floor Pansian/C.S. Kitchen Plumbing/FP                                   P4.1.20
DD Partial Plans Sepc. Rest. /24 Hr. Dining Plumbing/FP                                       P4.1.21
DD Partial Plans Show Lounge Plumbing/FP                                                      P4.1.22
DD Partial Plans Sports Lounge Plumbing/FP                                                    P4.1.23
DD Partial Plans Sports Lounge Coffee Bar Plumbing/FP                                         P4.1.24
DD Details Plumbing/FP                                                                        P5.1.01
DD Details Plumbing/FP                                                                        P5.1.02
DD Details Plumbing/FP                                                                        P5.1.03
DD Details Plumbing/FP                                                                        P5.1.04
DD Details Plumbing/FP                                                                        P5.1.05
DD Details Plumbing/FP                                                                        P5.1.06
DD Details Plumbing/FP                                                                        P5.1.08
DD Sections Plumbing/FP                                                                       P5.1.10
Legend                                                                                        SS1.1.00
DD 1st Floor Enlarged Plan-Loading Dock System                                                SS1.5.02
DD 1st Floor Enlarged Plan-Storage System                                                     SS1.5.03
DD 1st Floor Enlarged Plan-Human Resources-Sys.                                               SS1.5.04
DD 1st Floor Enlarged Pian-Mechanical Engineering-System                                      SS1.5.05
DD 1st Floor Enlarged Plan-Casino BOH Restaurant-System                                       SS1.5.09
DD 1st Floor Enlarged Plan-Main Lobby-System                                                  SS1.5.10
DD 1st Floor Enlarged Plan-Retail - System                                                    SS1.5.11
DD 1st Floor Enlarged Plan-Show Lounge-System                                                 SS1.5.12A
DD 2nd Floor Mezzanine Plan Section "N" Systems                                               SS1.5.19
Telephone Riser Inside Guestrooms                                                             SS5.01
Telephone Riser Outside Guestrooms                                                            SS5.02
Audio Visual Electrical Abbreviations, Legend, Notes and Sheet Index                          AE1.0.00
For Pricing Only Audio Visual Electrical Details                                              AE1.0.01
For Pricing Only Audio Visual Electrical Room Enlargements                                    AE1.0.02
For Pricing Only Audio Visual Electrical Enlarged Plans                                       AE1.0.03
For Pricing Only Audio Visual Electrical 1st Floor Enlarged Plan                              AE1.5.01
Housekeeping
For Pricing Only Audio Visual Electrical Enlarged Plan Loading Dock                           AE1.5.02
For Pricing Only Audio Visual Electrical Enlarged Plan Storage                                AE1.5.03
For Pricing Only Audio Visual Electrical Enlarged Plan Human Resource                         AE1.5.04
For Pricing Only Audio Visual Electrical Enlarged Plan Mechanical                             AE1.5.05
Engineering
For Pricing Only Audio Visual Electrical Enlarged Plan Pool Deck                              AE1.5.06
For Pricing Only Audio Visual Electrical Enlarged Plan High Limit                             AE1.5.07
For Pricing Only Audio Visual Electrical Enlarged Plan Buffet Restaurant                      AE1.5.08
For Pricing Only Audio Visual Electrical Enlarged Plan Casino BOH                             AE1.5.09
Restaurant
For Pricing Only Audio Visual Electrical Enlarged Plans Main Lobby                            AE1.5.10
For Pricing Only Audio Visual Electrical Enlarged Plans Retail                                AE1.5.11
For Pricing Only Audio Visual Electrical Enlarged Plans Show Lounge                           AE1.5.12
For Pricing Only Audio Visual Electrical 2nd Floor Plan                                       AE1.5.13.1
For Pricing Only Audio Visual Electrical 2nd Floor Plan Casino Admin.                         AE1.5.13.2
Level
</TABLE>

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<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
For Pricing Only Audio Visual Electrical 2nd Floor Plan Casino Admin.                         AE1.5.13.3
Level
For Pricing Only Audio Visual Electrical 2nd Floor Plan Bridge Lobby                          AE1.5.13.4
For Pricing Only Audio Visual Electrical Mechanical Mezzanine                                 AE1.5.14.1
For Pricing Only Audio Visual Electrical Mechanical Mezzanine                                 AE1.5.14.2
For Pricing Only Audio Visual Electrical Mechanical Mezzanine                                 AE1.5.14.3
For Pricing Only Audio Visual Electrical Guestroom Layouts                                    AE1.5.34
For Pricing Only Audio Visual Electrical Stair 2 and 4 Transition and                         AE1.5.35
24th Flr Plan
For Pricing Only Audio Visual Electrical 25 Floor Restaurant                                  AE1.5.36
For Pricing Only Audio Visual Electrical 27th and 28th Floor Plans                            AE1.5.37
For Pricing Only Audio Visual Electrical Hotel Tower Guestroom Layouts                        AE1.5.40
For Pricing Only Audio Visual Electrical Hotel Tower Guestroom Layouts                        AE1.5.41
For Pricing Only Audio Visual Electrical Hotel Tower Guestroom Layouts                        AE1.5.42
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Gaming                        AE2D1.7.01
Floor
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Main                          AE3D1.7.01
Lobby/Registration
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan                               AE3D1.7.02
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan                               AE4D1.7.01
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan                               AESD1.7.01
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan                               AE6D1.7.01
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan                               AE7D1.7.01
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan 24 Hour                       AE9131.7.01
Dining
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Show                          AE10D1.7.01
Lounge
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Casino                        AE11D1.7.01
Bar Lounge
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Fitness                       AE13D1.7.01
Center
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan                               AE1.8.01
Housekeeping
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Loading                       AE1.8.02
Dock
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Storage                       AE1.8.03
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Human                         AE1.8.04
Resource
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan                               AE1.8.05
Mechanical Engineering
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Pool Deck                     AE1.8.06
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan High                          AE1.8.07
Limit
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Buffet                        AE1.8.08
Restaurant
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Casino                        AE1.8.09
BOH Restaurant
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Main                          AE1.8.10
Lobby
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Retail                        AE1.8.11
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Show                          AE1.8.12
Lounge
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan                               AE1.8.13
Conference
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Admin                         AE1.8.14
Offices
</TABLE>

                                                                  Page 15 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
For Pricing Only Audio Visual Electrical Reflected Ceiling Plan Admin                         AE1.8.15
Offices
For Pricing Only Audio Visual Electrical Reflected Floor Plan Bridge                          AE1.8.16
Lobby
For Pricing Only Audio Visual Electrical Conduit Riser Diagram                                AE1.9.01
For Pricing Only Audio Visual Electrical Conduit Riser Diagram                                AE1.9.02
Design Development 1/32" 1st Floor Casino Level                                               K0.1
DD 1/16" 1st Floor Casino Level                                                               K0.2
Warehouse Equipment Plan Casino Level                                                         K1.0
Warehouse Equip. Sched. + Details Casino Level                                                K1.1
Warehouse Building Works Plan Casino Level                                                    K1.2
Warehouse Plumbing Plan Casino Level                                                          K1.3
Warehouse Plumb./Elec. Schedules Casino Level                                                 K1.4
Warehouse Electrical Plan Casino Level                                                        K1.5
Trash Dock + Bakery Equipment Plan Casino Level                                               K2.0
Trash Dock + Bakery Equipment Schedule Casino Level                                           K2.1
Trash Dock + Bakery Building Works Plan Casino Level                                          K2.2
Trash Dock + Bakery Plumbing Plan Casino Level                                                K2.3
Trash Dock + Bakery Plumb./Elec. Schedules Casino Level                                       K2.4
Trash Dock + Bakery Electrical Plan Casino Level                                              K2.5
Roomservice Kitchen, VIP Bar + Bev. Disp. Equipment Plan Casino Level                         K3.0
Roomservice Kitchen, VIP Bar + Bev. Disp.-Equip. Schedule Casino Level                        K3.1
Roomservice Kitchen, VIP Bar + Bev. Disp.-Building Works Casino Level                         K3.2
Roomservice Kitchen, VIP Bar + Bev. Disp. Plumbing Plan Casino Level                          K3.3
Roomservice Kitchen. VIP Bar + Bev. Disp. - Utility Sched's. Casino Level                     K3.4
Roomservice Kitchen, VIP Bar + Bev. Disp. -Electrical Plan Casino Level                       K3.5
Main Kitchen and Garde Manger Equipment Plan Casino Level                                     K4.0
Main Kitchen and Garde Manger Equipment Schedule Casino Level                                 K4.1
Main Kitchen and Garde Manger Building Works Plan-Casino Level                                K4.2
Main Kitchen and Garde Manger Plumbing Plan Casino Level                                      K4.3
Main Kitchen and Garde Manger-Utility Sched's Casino Level                                    K4.4
Main Kitchen and Garde Manger Electrical Plan Casino Level                                    K4.5
Dishwashing + Employee Dining Equipment Plan Casino Level                                     K5.0
Dishwashing and Employee Dining - Equip. Schedule Casino Level                                K5.1
Dishwashing + Employee Dining - Bldg. Works Plan Casino Level                                 K5.2
Dishwashing + Employee Dining - Plumbing Plan Casino Level                                    K5.3
Dishwashing + Employee Dining - P and E Schedule Casino Level                                 K5.4
Dishwashing + Employee Dining - Electrical Plan Casino Level                                  K5.5
Buffet Equipment Plan Casino Level                                                            K6.0
Buffet Equipment Schedule Casino Level                                                        K6.1
Buffet Building Works Plan Casino Level                                                       K6.2
Buffet Plumbing Plan Casino Level                                                             K6.3
Buffet - Plumbing + Electrical Schedule Casino Level                                          K6.4
Buffet Electrical Plan Casino Level                                                           K6.5
Steakhouse Kitchen + Bar Svc. Bar #1 -Equipment Plan Casino Level                             K7.0
Steakhouse Kitchen + Bar Svc. Bar #1 -Equip. Sched. Casino Level                              K7.1
Steakhouse Kitchen + Bar Svc. Bar #1 -Building Works Casino Level                             K7.2
Steakhouse Kitchen + Bar Svc. Bar #1 -Plumbing Plan Casino Level                              K7.3
Dishwashing + Employee Dining - P and E Schedule Casino Level                                 K7.4
Steakhouse Kitchen + Bar Svc. Bar #1 - Electrical Plan Casino Level                           K7.5
Pan Asian + 24Hr Kitchen Equipment Plan Casino Level                                          K8.0
Pan Asian + 24Hr Kitchen Equipment Schedule Casino Level                                      K8.1
Pan Asian + 24Hr Kitchen Building Works Plan Casino Level                                     K8.2
Pan Asian + 24Hr Kitchen Plumbing Plan Casino Level                                           K8.3
Pan Asian + 24Hr Kitchen Plumbing Schedule Casino Level                                       K8.4

</TABLE>

                                                                  Page 16 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
Pan Asian + 24Hr Kitchen Electrical Plan Casino Level                                         K8.5
Pan Asian + 24Hr Kitchen Utility Schedules Casino Level                                       K8.6
Seafood Bar + 24Hr Rest. Bar - Equipment Plan Casino Level                                    K9.0
Seafood Bar + 24Hr Rest Bar Equipment Schedule Casino Level                                   K9.1
Seafood Bar + 24Hr Rest Bar - Building Works Plan Casino Level                                K9.2
Seafood Bar + 24Hr Rest. Bar - Pumb. Plan and Sch. Casino Level                               K9.3
Seafood Bar + 24Hr Rest. Bar - Electrical Plan + Sch. Casino Level                            K9.4
Sports Bar + Snack Bar Equipment Plan Casino Level                                            K10.0
Sports Bar + Snack Bar Equipment Schedule Casino Level                                        K10.1
Sports Bar + Snack Bar Building Works Plan Casino Level                                       K10.2
Sports Bar + Snack Bar Plumbing Plan + Schedule Casino Level                                  K10.3
Sports Bar + Snack Bar Electrical Plan + Schedule Casino Level                                K10.4
Show Lounge Bar Equipment Plan Casino Level                                                   K11.0
Show Lounge Bar Equipment Schedule Casino Level                                               K11.1
Show Lounge Bar Building Works Plan Casino Level                                              K11.2
Show Lounge Bar Plumbing Plan + Schedule Casino Level                                         K11.3
Show Lounge Bar Electrical Plan + Schedule Casino Level                                       K11.4
Coffee Bar + Casino Bar Equipment Plan + Sched. Casino Level                                  K12.0
Coffee Bar + Casino Bar Building Works Plan Casino Level                                      K12.1
Coffee Bar + Casino Bar Plumbing Plan, Schedule Casino Level                                  K12.2
Coffee Bar + Casino Bar Electrical Plan. Schedule Casino Level                                K12.3

CONTRACT DOCUMENTS BINDING 5 ARQ
PROGRESS SET
INTERIOR DESIGN
DATE 11/6/00
Construction Documents Binding 4-Index Sheet (Binding 5)                                      A0.0.05
Overall lst Floor Plan                                                                        1D1.3.01
Overall Recessed Floor Plan                                                                   1D1.3.01A
Casino Bar Raised Slab Dimension Plan                                                         1D1.3.01D
Show Lounge Raised Slab Dimension Plan                                                        1D1.3.01C
Casino Bar Raised Slab Dimension Plan                                                         1D1.3.01D
Coffee Bar/Give-A-Way Raised Slab Dimension Plan                                              1D1.3.01E
Overall 2nd Floor Plan                                                                        1D1.3.02
Reflected Ceiling Gaming Floor                                                                2D1.7.01
Reflected Ceiling Gaming Floor                                                                2D1.7.01A
Finish Plan Gaming Floor                                                                      2D1.9.01
Sections Gaming Floor                                                                         2D2.3.01
Gaming Layout Gaming Floor                                                                    2D7.1.01
Dimension/Reference Floor Plan Main Lobby/Registration                                        3D1.5.01
Dimension/Reference Plan Players Club, Tower Elevator Lobby + Sundry Shop                     3D1.5.02
Reflected Ceiling Plan Main Lobby/Registration                                                3D1.7.01
Reflected Ceiling Plan Players Club, Towers Elevators Lobby + Sundry                          3D2.7.02
Shop
Lighting Plan Main Lobby/Registration                                                         3D1.7.03
Lighting Plan Players Club, Tower Elevators, Lobby + Sundry Shop                              3D1.7.04
Finish Plan Main Lobby/ Registration                                                          3D1.9.01
Finish Plan Players Club, Tower Elevators, Lobby + Sundry Shop                                3D1.9.02
Interior Elevations Main Lobby/Registration                                                   3D2.3.01
Interior Elevations Main Lobby/Registration                                                   3D2.3.02
Interior Elevations Tower Elevator Lobby + Sundry Shop                                        3D2.3.03
Interior Elevations Players Club                                                              3D2.3.04
Interior Details Main Lobby                                                                   3D4.2.01
Interior Details Main Lobby                                                                   3D4.2.01
Millwork Details Main Lobby/Registration                                                      3D5.1.01
Furniture Plan Main Lobby/Registration                                                        3D7.1.01
Furniture Plan Players Club, Tower Elevators Lobby + Sundry Shop                              3D7.1.02
Dimension/Reference Enlarged Floor Plan VIP Services Meeting Room                             4D1.5.01

</TABLE>

                                                                  Page 17 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
Reflected Ceiling Plan VIP Services Meeting Room                                              4D1.7.01
Lighting Plan VIP Services Meeting Room                                                       4D1.7.02
Finish Plan VIP Services Meeting Room                                                         4D1.9.01
Interior Elevations VIP Services + Meeting Room                                               4D2.3.01
Interior Elevations VIP Services + Meeting Room                                               4D2.3.02
Interior Elevations VIP Services + Meeting Room                                               4D2.3.03
Interior Elevations VIP Services + VIP Restrooms                                              4D2.3.04
Interior Detail VIP Services Meeting Room                                                     4D4.2.01
Furniture Plan VIP Services Meeting Room                                                      4D7.1.01
Dimension/Reference Plan Coffee Bar/Lounge                                                    5D1.5.01
Reflected Ceiling Plan Coffee Bar/Lounge                                                      5D1.7.01
Lighting Plan Coffee Bar/Lounge                                                               5D1.7.02
Finish Plan Coffee Bar/Lounge                                                                 5D1.9.01
Elevation Plan Coffee Bar/Lounge                                                              5D2.3.01
Furniture Plan Coffee Bar/Lounge                                                              5D7.1.01
Dimension/Reference Plan High Limit Gaming Salon                                              6D1.5.01
Reflected Ceiling Plan High Limit Gaming Salon                                                6D1.7.01
Lighting Plan High Limit Gaming Salon                                                         6D1.7.02
Finish Plan High Limit Gaming Salon                                                           6D1.9.01
Interior Elevations High Limit Gaming Salon                                                   6D2.3.01
Interior Elevations High Limit Gaming Salon                                                   6D2.3.02
Interior Elevations High Limit Gaming Salon                                                   6D2.3.03
Interior Elevations High Limit Gaming Salon                                                   6D2.3.04
Interior Elevations High Limit Gaming Salon                                                   6D2.3.05
Interior Elevations High Limit Gaming Salon                                                   6D2.3.06
Interior Elevations High Limit Gaming Salon                                                   6D2.3.07
Interior Detail High Limit Gaming Salon                                                       6D4.2.01
Interior Details High Limit Gaming Salon                                                      6D4.2.02
Millwork Details High Limit Gaming Salon                                                      6D5.1.01
Millwork Details High Limit Gaming Salon                                                      6D5.1.02
Millwork Details High Limit Gaming Salon                                                      6D5.1.03
Millwork Details High Limit Gaming Salon                                                      6D5.1.04
Millwork Details High Limit Gaming Salon                                                      6D5.1.05
Millwork Details High Limit Gaming Salon                                                      6D5.1.06
Millwork Details High Limit Gaming Salon                                                      6D5.1.07
Millwork Details High Limit Gaming Salon                                                      6D5.1.08
Millwork Details High Limit Gaming Salon                                                      6D5.1.09
Millwork Details High Limit Gaming Salon                                                      6D5.1.09a
Millwork Details High Limit Gaming Salon                                                      6D5.1.09b
Millwork Details High Limit Gaming Salon                                                      6D5.1.09c
Millwork Details High Limit Gaming Salon                                                      6D5.1.10
Millwork Details High Limit Gaming Salon                                                      6D5.1.10a
Millwork Details High Limit Gaming Salon                                                      6D5.1.10b
Millwork Details High Limit Gaming Salon                                                      6D5.1.10c
Millwork Details High Limit Gaming Salon                                                      6D5.1.11
Millwork Details High Limit Gaming Salon                                                      6D5.1.12
Millwork Details High Limit Gaming Salon                                                      6D5.1.12a
Millwork Details High Limit Gaming Salon                                                      6D5.1.12b
Millwork Details High Limit Gaming Salon                                                      6D5.1.12c
Millwork Details High Limit Gaming Salon                                                      6D5.1.12d
Millwork Details High Limit Gaming Salon                                                      6D5.1.12e
Millwork Details High Limit Gaming Salon                                                      6D5.1.12f
Millwork Details High Limit Gaming Salon                                                      6D5.1.12g
Millwork Details High Limit Gaming Salon                                                      6D5.1.12h
Millwork Details High Limit Gaming Salon                                                      6D5.1.12j
Millwork Details High Limit Gaming Salon                                                      6D5.1.13
Millwork Details High Limit Gaming Salon                                                      6D5.1.14
Millwork Details High Limit Gaming Salon                                                      6D5.1.15
Millwork Details High Limit Gaming Salon                                                      6D5.1.16
Millwork Details High Limit Gaming Salon                                                      6D5.1.17
Furniture Plan High Limit Gaming Salon                                                        6D7.1.01

</TABLE>

                                                                  Page 18 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
Dimension Reference Plan Buffet                                                               7D1.5.01
Reflected Ceiling Plan Buffet                                                                 7D1.7.01
Lighting Plan Buffet                                                                          7D1.7.02
Finish Plan Buffet                                                                            7D1.9.01
Reflected Ceiling Plan Buffet                                                                 7D2.3.01
Reflected Ceiling Plan Buffet                                                                 7D2.3.02
Reflected Ceiling Plan Buffet                                                                 7D2.3.03
Reflected Ceiling Plan Buffet                                                                 7D2.3.04
Furniture Plan Buffet                                                                         7D7.1.01
Dimension Reference Plan Promenade                                                            8D1.5.01
Dimension/Reference Plan Main Cage + Give-A-Way                                               8D1.5.02
Reflected Ceiling Plan Promenade                                                              8D1.7.01
Reflected Ceiling Plan Main Cage + Give-A-Way                                                 8D1.7.02
Lighting Plan Promenade                                                                       8D1.7.03
Lighting Plan Main Cage + Give-A-Way                                                          8D1.7.04
Finish Plan Promenade                                                                         8D1.9.01
Finish Plan Main Cage + Give-A-Way                                                            8D1.9.02
Interior Elevations Promenade                                                                 8D2.3.01
Interior Elevations Promenade                                                                 8D2.3.02
Interior Elevations Promenade                                                                 8D2.3.03
Furniture Plan Main Cage + Give-A-Way                                                         8D7.1.02
Dimension/Reference Floor Plan 24 Hour Dining                                                 9D1.5.01
Reflected Ceiling Plan 24 Hour Dining                                                         9D1.7.01
Lighting Plan 24 Hour Dining                                                                  9D1.7.02
Finish Plan 24 Hour Dining                                                                    9D1.9.01
Interior Elevations 24 Hour Dining                                                            9D2.3.01
Interior Elevations 24 Hour Dining                                                            9D2.3.02
Interior Details 24 Hour Dining                                                               9D4.2.01
Interior Details 24 Hour Dining                                                               9D4.2.02
Furniture Plan 24 Hour Dining                                                                 9D7.1.01
Dimension/Reference Plan Show Lounge                                                          10D1.5.01
Reflected Ceiling Plan Show Lounge                                                            10D1.7.01
Lighting Plan Show Lounge                                                                     10D1.7.02
Finish Plan Show Lounge                                                                       10D1.9.01
Interior Elevations Show Lounge                                                               10D2.3.01
Interior Elevations Show Lounge                                                               10D2.3.02
Interior Details Show Lounge                                                                  10D4.2.01
Furniture Plan Show Lounge                                                                    10D7.1.01
Dimension/Reference Plan Casino Bar Lounge                                                    11D1.5.01
Reflected Ceiling Plan Casino Bar Lounge                                                      11D1.7.01
Lighting Plan Casino Bar Lounge                                                               11D1.7.02
Finish Plan Casino Bar Lounge                                                                 11D1.9.01
Interior Elevation + Section Casino Bar Lounge                                                11D2.3.01
Interior Sections/Details Casino Bar Lounge                                                   11D4.2.01
Furniture Plan Casino Bar Lounge                                                              11D7.1.01
Finish Plan Indoor Pool Deck                                                                  12D1.9.01
Dimension/Reference Plan                                                                      13D1.5.01
Reflected Ceiling Plan Fitness Center                                                         13D1.7.01
Lighting Plan Fitness Center                                                                  13D1.7.02
Finish Plan Fitness Center                                                                    13D1.9.01
Interior Elevations Fitness Center                                                            13D2.3.01
Interior Elevations Fitness Center                                                            13D2.3.02
Interior Elevations Fitness Center                                                            13D2.3.03
Interior Elevations Fitness Center                                                            13D2.3.04
Interior Elevations Fitness Center                                                            13D2.3.05
Furniture Plan Fitness Center                                                                 13D7.1.01
CD 1st Floor Casino Level                                                                     D1.3.01
CD 2nd Flr. Plan Casino Admin.                                                                D1.3.02.0
CD Mechanical Mezzanine                                                                       D1.3.02.1
CD Enlarged Plan Housekeeping                                                                 D1.5.01
CD Enlarged Plan Storage                                                                      D1.5.03

</TABLE>

                                                                  Page 19 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
CD Enlarged Plan Human Resource                                                               D1.5.04
CD Enlarged Plan Mechanical Engineering                                                       D1.5.05
CD Enlarged Plan Steakhouse Restaurant                                                        D1.5.08.0
CD Enlarged Plan Steakhouse Restaurant                                                        D1.5.08.2
CD Enlarged Plan Pan Asian Restaurant                                                         D1.5.09.0
CD Enlarged Plan Pan Asian Restaurant                                                         D1.5.09.2
CD Reflected Clg. Plan Pan Asian Restaurant                                                   D1.5-09.4
CD Enlarged Plan Sportsbar                                                                    D1.5.10.0
CD Enlarged Plan Sportsbar                                                                    D1.5.10.0
CD Enlarged Plan Sportsbar                                                                    D1.5.10.2
CD Reflected Clg. Plan Sportsbar                                                              D1.5-10.4
CD 2nd Floor Plan Casino Admin. Level                                                         D1.5.13.0
CD 2nd Floor Plan Casino Admin. Level                                                         D1.5.13.2
CD 2nd Floor Plan Casino Admin. Level                                                         D1.5.13.4
CD Mechanical Mezzanine                                                                       D1.5.14.0
CD Mechanical Mezzanine                                                                       D1.5.14.2
CD 3rd Floor Plan Guestroom Level 1                                                           D1.5.15
CD 3rd Floor Plan Guestroom Level 1                                                           A1.5.15.2
CD Stair 2 and 4 Transition Floor Plan                                                        D1.5.35
CD 25th + 26th Floors Restaurant                                                              D1.5.36.02
CD 25th + 26th Floors Restaurant                                                              D1.5.36.04
CD Hotel Tower Floor Plan                                                                     D1.5.40
CD Hotel Tower Wall Finish Plan                                                               D1.5.40.1
CD Hotel Tower Reflected Ceiling Plan                                                         D1.5.40.4
CD Hotel Tower Wall Finish Plan                                                               D1.5.41.1
CD Hotel Tower Guestroom Layouts                                                              D1.5.42
CD Hotel Tower Wall Finish Plan                                                               D1.5.42.1
Design Development Hotel Tower Wall Finish Plan                                               D1.5.42.1
CD Toilet T1 Through T10 Floor Plans                                                          D1.5.43
CD Toilet Rm. 11 Through 17 Floor Plans                                                       D1.5.44
CD Toilet Rm. 18 Through 28 Floor Plans                                                       D1.5.45
CD Tit. Rm. 29-43 and Guest.                                                                  D1.5.46
CD Guestroom Corridor Plans Guestroorn Level 1                                                D1.5.48
CD 3rd Floor Plan Guestroom Level 1                                                           D1.5.48.1
CD Interior Elevations Casino Promenade                                                       D2.3.01.0
CD Interior Elevations Steak House Restaurant                                                 D2.3.08
CD Interior Elevations Steak House Restaurant                                                 D2.3.08.1
CD Interior Elevations Steak House Restaurant                                                 D2.3.08.2
CD Interior Elevations Pan Asian Restaurant                                                   D2.3.09
CD Interior Elevations Pan Asian Restaurant                                                   D2.3.09.1
CD Interior Elevations Sportsbar                                                              D2.3.10
CD Interior Elevations Sportsbar                                                              D2.3.10.1
CD Conference Area Section "J"                                                                D2.3.13.1
CD Interior Elevations Guestroom Layouts                                                      D2.3.36
CD Room Interior Elevations Typical Unit A-King                                               D2.3.40
CD Interior Elevations Typical Unit A-DD                                                      D2.3.40.1
CD Interior Elevations Typical Unit B-DD                                                      D2.3.40.2
CD Room Interior Elevations Standard Suite A                                                  D2.3.41
CD Hotel Room Interior Elevations Standard Suite B                                            D2.3.41.2
CD Toilet Room 1, 2, 3, 4, and 5 Interior Elevations                                          D2.3.43
CD Toilet Room 6, 7, 8, 9, and 10 Interior Elevations                                         D2.3.43.1
CD Toilet Room 11 Through 15 Interior Elevations                                              D2.3.44
CD Toilet Rm. 16 Through 20 Interior Elevations                                               D2.3.44.1
CD Toilet Rm. 21 Through 25 Interior Elevations                                               D2.3.45
CD Toilet Rm. 26 Through 30 Interior Elevations                                               D2.3.45.1
CD Toilet Room 1, 2, 3, 4, and 5 Interior Elevations                                          D2.3.46
CD Toilet Rm. 36 Through 40 Interior Elevations                                               D2.3.46.1
CD Tower Corridor and Elevator Lobby Elevations                                               D2.3.48.1
CD Tower Corridor and Elevator Lobby                                                          D2.3.48.2
CD Hotel Tower Elevator Elevations                                                            D2.3.49
</TABLE>

                                                                  Page 20 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
CONTRACT DOCUMENTS BINDING NUMBER 6 ARQ
PROGRESS SET
PEDESTRIAN BRIDGE
DATE  11/6/00
Construction Documents Binding 6 - Index Sheet                                                A0.0.06
CD Partial Site Plan                                                                          A1.1.01
CD Pedestrian Bridge Floor and Roof Plan                                                      A1.3.01
CD Pedestrian Bridge Floor Plans                                                              A1.3.02
CD Pedestrian Bridge Elevations and Sections                                                  A21.01
CD Pedestrian Bridge Sections                                                                 A3.1.02
CD Pedestrian Bridge Sections                                                                 A3.1.04
Progress Set Pedestrian Bridge Plans                                                          S1.3.01
Progress Set Pedestrian Bridge Elevations                                                     S2.1.01
Design Development Pedestrian Bridge-HVAC                                                     MB1.3.02
DD Pedestrian Bridge Electrical                                                               EB1.3.02
DD Pedestrian Bridge Fire Protection                                                          PB1.3.02

KITCHEN DRAWING SET CDF
PRICING ISSUE
DATE  11/27/00
Sheet Index                                                                                   K0.0
Design Development 1/32" 1st Floor Casino Level                                               K0.1
DD 1/16" 1st Floor Casino Level                                                               K0.2
DD 1/16" 1st Floor Casino Level                                                               K0.3
Conduit Plan Part One 1/16" 1st Floor Casino Level                                            BC0.1
Conduit Plan Part Two 1/16" 1st Floor Casino Level                                            BC0.2
Warehouse Equipment Plan Casino Level                                                         K1.0
Warehouse Equip. Sched. + Details Casino Level                                                K1.1
Warehouse Building Works Plan Casino Level                                                    K1.2
Warehouse Plumbing Plan Casino Level                                                          K1.3
Warehouse Plumb./Elec. Schedules Casino Level                                                 K1.4
Warehouse Electrical Plan Casino Level                                                        K1.5
Trash Dock + Bakery Equipment Plan Casino Level                                               K2.0
Trash Dock + Bakery Equipment Plan Casino Level                                               K2.1
Trash Dock + Bakery Building Works Plan Casino Level                                          K2.2
Trash Dock + Bakery Plumbing Plan Casino Level                                                K2.3
Trash Dock + Bakery Plumb./Elec. Schedules Casino Level                                       K2.4
Trash Dock + Bakery Electrical Plan Casino Level                                              K2.5
Trash Dock + Bakery Elevations Casino Level                                                   K2.6
Roomservice Kitchen, VIP Bar + Bev. Disp. Equipment Plan Casino Level                         K3.0
Roomservice Kitchen, VIP Bar + Bev. Disp.-Equp. Schedule Casino Level                         K3.1
Roomservice Kitchen, VIP Bar + Bev. Disp. -Bulding Works Casino Level                         K3.2
Roomservice Kitchen, VIP Bar + Bev. Disp. Plumbing Plan Casino Level                          K3.3
Roomservice Kitchen, VIP Bar + Bev. Disp. -Utility Sched's. Casino Level                      K3.4
Roomservice Kitchen, VIP Bar + Bev. Disp. Electrical Plan Casino Level                        K3.5
Roomservice Kitchen, VIP Bar + Bev. Disp. -Elevations Casino Level                            K3.6
Roomservice Kitchen, VIP Bar + Bev. Disp. -Elevations Casino Level                            K3.7
Main Kitchen and Garde Manager Equipment Plan Casino Level                                    K4.0
Main Kitchen and Garde Manager Equipment Schedule Casino Level                                K4.1
Main Kitchen and Garde Manager Building Works Plan-Casino Level                               K4.2
Main Kitchen and Garde Manager Plumbing Plan Casino Level                                     K4.3

</TABLE>

                                                                  Page 21 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
Main Kitchen and Garde Manager-Utility Sched's. Casino Level                                  K4.4
Main Kitchen and Garde Manager Electrical Plan Casino Level                                   K4.5
Main Kitchen and Garde Manager-Elevations Casino Level                                        K4.6
Main Kitchen and Garde Manager-Elevations Casino Level                                        K4.7
Dishwashing + Employee Dining Equipment Plan Casino Level                                     K5.0
Dishwashing + Employee Dining-Equip. Schedule Casino Level                                    K5.1
Dishwashing + Employee Dining-Bldg. Works Plan Casino Level                                   K5.2
Dishwashing + Employee Dining-Plumbing Plan Casino Level                                      K5.3
Dishwashing + Employee Dining-P and E Schedule Casino Level                                   K5.4
Dishwashing + Employee Dining-Electrical Plan Casino Level                                    K5.5
Employee Dining Elevations & Details Casino Level                                             K5.6
Dishwashing Elevations & Details Casino Level                                                 K5.7
Buffet Equipment Plan Casino Level                                                            K6.0
Buffet Equipment Schedule Casino Level                                                        K6.1
Buffet Building Works Plan Casino Level                                                       K6.2
Buffet Curb Plan Casino Level                                                                 K6.2A
Buffet Plumbing Plan Casino Level                                                             K6.3
Buffet Plumbing + Electrical Schedule Casino Level                                            K6.4
Buffet Electrical Plan Casino Level                                                           K6.5
Buffet Elevations Casino Level                                                                K6.6
Buffet Elevations Casino Level                                                                K6.7
Buffet Elevations and Details Casino Level                                                    K6.8
Steakhouse Kitchen + Bar Svc. Bar #1 -Equipment Plan Casino Level                             K7.0
Steakhouse Kitchen + Bar Svc. Bar #1-Equp. Sched. Casino Level                                K7.1
Steakhouse Kitchen + Bar Svc. Bar #1-Building Works Casino Level                              K7.2
Steakhouse Kitchen + Bar Svc. Bar #1-Plumbing Plan Casino Level                               K7.3
Dishwashing + Employee Dining-P and E Schedule Casino Level                                   K7.4
Steakhouse Kitchen + Bar Svc. Bar #1 -Electrical Plan Casino Level                            K7.5
Steakhouse Kitchen & Bar Svc. Bar #1 -Elevations Casino Level                                 K7.6
Steakhouse Kitchen & Bar Svc. Bar #1-Elevators Casino Level                                   K7.7
Steakhouse Kitchen & Bar Svc. Bar #1-Elevators Casino Level                                   K7.8
Pan Asian + 24HR Kitchen Equipment Plan Casino Level                                          K8.0
Pan Asian + 24HR Kitchen Equipment Schedule Casino Level                                      K8.1
Pan Asian + 24HR Kitchen Building Works Plan Casino Level                                     K8.2
Pan Asian + 24HR Kitchen Plumbing Plan Casino Level                                           K.8.3
Pan Asian + 24HR Kitchen Plumbing Schedule Casino Level                                       K8.4
Pan Asian + 24HR Kitchen Electrical Plan Casino Level                                         K8.5
Pan Asian + 24HR Kitchen Utility Schedules Casino Level                                       K8.6
Pan Asian + 24HR. Kitchen Elevations Casino Level                                             K8.7
Pan Asian + 24HR. Kitchen Elevations Casino Level                                             K8.8
Pan Asian + 24HR. Kitchen Elevations Casino Level                                             K8.9
Seafood Bar + 24HR Rest. Bar-Equipment Plan Casino Level                                      K9.0
Seafood Bar + 24HR Rest. Bar-Equipment Schedule Casino Level                                  K9.1
Seafood Bar + 24HR Rest. Bar-Building Works Plan Casino Level                                 K9.2
Seafood Bar + 24HR Rest. Bar-Plumb. Plan and Sch. Casino Level                                K9.3
Seafood Bar + 24HR Rest. Bar-Electrical Plan + Sch. Casino Level                              K9.4
Seafood Bar & 24HR Rest. Bar Elevations Casino Level                                          K9.5
Seafood Bar & 24HR Rest. Bar Elevations Casino Level                                          K9.6
Sports Bar + Snack Bar Equipment Plan Casino Level                                            K10.0
Sports Bar + Snack Bar Equipment Schedule Casino Level                                        K10.1
Sports Bar + Snack Bar Building Works Plan Casino Level                                       K10.2
Sports Bar + Snack Bar Plumbing Plan + Schedule Casino Level                                  K10.3
Sports Bar + Snack Bar Electrical Plan + Schedule Casino Level                                K10.4
Sports Bar & Snack Bar Equipment Elevations Plan Casino Level                                 K10.5
Sports Bar & Snack Bar Equipment Elevations Plan Casino Level                                 K10.6
Show Lounge Bar Equipment Plan Casino Level                                                   K11.0
Show Lounge Bar Equipment Schedule Casino Level                                               K11.1
Show Lounge Bar Building Works Plan Casino Level                                              K11.2
Show Lounge Bar Plumbing Plan + Schedule Casino Level                                         K11.3
Show Lounge Bar Electrical Plan + Schedule Casino Level                                       K11.4
Show Lounge Bar Elevations & Details Casino Level                                             K11.5

</TABLE>

                                                                  Page 22 of 24
<PAGE>

                                                               January 24, 2001
<TABLE>
<CAPTION>

<S>                                                                                         <C>
Show Lounge Bar Elevations & Details Casino Level                                             K11.6
Coffee Bar + Casino Bar Equipment Plan + Sched. Casino Level                                  K12.0
Coffee Bar + Casino Bar Building Works Plan Casino Level                                      K12.1
Coffee Bar + Casino Bar Plumbing Plan, Schedule Casino Level                                  K12.2
Coffee Bar + Casino Bar Electrical Plan Schedule Casino Level                                 K12.3
Coffee Bar & Casino Bar Elevations Casino Level                                               K12.4

KITCHEN DRAWING SET CDF
COORDINATION ISSUE
DATE 12/1/00
Sheet Index                                                                                   K0.0
Sphere Restaurant/Bar Equipment Plan 25th + 26th Floor                                        K13.0
Sphere Restaurant/Bar Equipment Schedule 25th + 26th Floor                                    K13.1
Sphere Restaurant/Bar Building Works Plan 25th + 26th Floor                                   K13.2
Sphere Restaurant/Bar Plumbing Plan 25th + 26th Floor                                         K13.3
Sphere Restaurant/Bar Electrical Plan 25th + 26th Floor                                       K13.4
Sphere Restaurant/Bar Equipment Elevations 25th & 26th Floor                                  K13.5
19th Floor Kitchen Equipment Plan 19th Floor                                                  K14.0
19th Floor Kitchen Equipment Schedule 19th Floor                                              K14.1
19th Floor Kitchen Building Works Plan 19th Floor                                             K14.2
19th Floor Kitchen Plumbing Plan 19th Floor                                                   K14.3
19th Floor Kitchen Electrical Schedule 19th Floor                                             K14.4
19th Floor Kitchen Electrical Plan 19th Floor                                                 K14.5
19th Floor Kitchen Elevations 19th Floor                                                      K14.6

</TABLE>


ARQ
Technical Specifications Volume I
(Divisions 1-14)
June of 2000

ARQ
Technical Specifications Volume II
(Divisions 15 & 16)
June of 2000

PELTON MARSH KINSELLA
Preliminary Audio/Visual
Program of Requirements For Mississippi Band of Choctaw Indians
Casino and Resort Hotel
2-Jun-00

THOMPSON
Choctaw Indian Resort and Casino
24-Mar-00

THOMPSON (TAKES PRECEDENCE OVER CONFLICTING INFORMATION IN 24-MAR-00)
Section 1-Mechanical Engineering Systems
Section 2-Electrical Engineering Systems
Section 3-Plumbing Engineering Systems
Section 4-Fire Protection Engineering System
11/6/00

ARQ
Technical Specifications
Contract Documents-Foundation Package
November of 2000

INTER-ARCH DESIGN ASSOCIATES, INC.
Interior Finish Specifications
10/6/00


                                                                  Page 23 of 24
<PAGE>

                                                               January 24, 2001
WALTER P. MOORE (12/6/00)
Load Tests for Piles
SSK-001
SSK-002
SSK-003
SSK-004

WALTER P. MOORE (LETTER 11/21/00)
Piling Response to RFI #00008

CDF
Section 11400 Food Service Equipment Specifications
Pricing Issue Volume I
11/27/00

CDF
Section 11400 Food Service Equipment Specifications
Pricing Issue Volume II
11/27/00

CDF
Section 11400 Food Service Equipment Specifications
Pricing Issue Volume III
11/27/00

ARQ
Interior Finish Specifications (Progress Set)
11/30/00

CDF
General Specifications
12/1/00

BURNS COOLEY DENNIS, INC. (REPORT NO. 99013-1)
Geotechnical Investigation Choctaw Resort and Casino
3/7/00

                                                                  Page 24 of 24
<PAGE>

                                   EXHIBIT "C"

           To Standard Form of Agreement Between Owner and Contractor
         Where the basis for payment is the Cost of the Work Plus a Fee
                   With a negotiated Guaranteed Maximum Price

             By and between The Mississippi Band of Choctaw Indians dba
                 Choctaw Resort Development Enterprise, as Owner
                                       and
             W.G. Yates and Sons Construction Company, as Contractor



                              PRELIMINARY SCHEDULE
<PAGE>

                                                               January 24, 2001

                           YATES CONSTRUCTION COMPANY
                               GOLDEN MOON CASINO
                                CONTRACT SCHEDULE

<TABLE>
<CAPTION>
------------------------------------------------------------------------ ------------- ------------------- ------------------
      ACT ID                  ACTIVITY DESCRIPTION                         ORIG DUR       EARLY START        EARLY FINISH
<S>                        <C>                                           <C>           <C>                 <C>
------------------------------------------------------------------------ ------------- ------------------- ------------------
1 -SITE
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1000                              Mobilization                                30       01FEB01             02MAR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1005                          Construction Fencing                            21       06FEB01             26FEB01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1010                               Demolition                                 30       06FEB01             07MAR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1015                     Sitework at Tower/Casino Floor                       30       13FEB01             14MAR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1016                      Sitework at West Parking Lot                        30       13FEB01             14MAR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1020                    Sitework Remaining Casino/Hotel                       18       15MAR01             01APR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1030                            Pile Load Tests                               14       23FEB01             08MAR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1040                           Augercast Pilings                              50       09MAR01             27APR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1050                     Clearing/Sitework East Parking                       60       05JUL01 *           02SEP01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1070                 Storm Drainage Main Building Perimeter                   30       02APR01             01MAY01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1075                      Storm Drainage East Parking                         30       01FEB01             02MAR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1150                     Asphalt Paving/Curb/Sidewalks                       110       02APR02             21JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1155                     Pavement Markings and Signage                        28       23JUN02             21JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1165                          Fountains and Pools                            160       12JAN02             20JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1325                             Site Utilities                               45       02APR01             16MAY01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1335                              Marquee Sign                                90       22APR02             21JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1350                       Irrigation and Landscaping                         75       07MAY02             21JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
2 - HOTEL/CASINO
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1060                               Pile Caps                                  54       16MAR01             08MAY01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1080                            Matt Foundations                              25       16MAR01              09APR01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1090                             Slab on Grade                                75       10APR01             23JUN01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1095                          Basement Foundation                             60       16MAR01.            14MAY01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1100                            Tower Structure                              210       10APR01             06NOV01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1110                                 Globe                                    55       06JAN02             01MAR02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1120                             Trellis System                               90       12DEC01             15MAR02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1130                           Hotel Roof System                              65       18OCT01             26DEC01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1140                     Structural Casino/Retail Area                       110       24JUN01             12OCT01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1160                        Structural Back of House                          65       13OCT01             18DEC01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1170                       Structural at Top of Tower                         40       21NOV01             05JAN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1180                           Canopy Structural                              28       19DECOI             19JAN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1190                         Back of House Roofing                            45       14DEC01             31JAN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1200                             Casino Roofing                               30       23SEP01             22OCT01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1205                             Canopy Roofing                               30       21MAR02             19APR02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1210                         Spray on Fireproofing                           100       08OCT01             21JAN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1220                         Drywall at Hotel Tower                          230       24JUN01             15FEB02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1230                           Drywall at Casino                             160       09AUG01             21JAN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1240                    Drywall/Masonry at Back of House                     120       12NOV01             17MAR02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1250                           Drywall at Canopy                              60       20JAN02             20MAR02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
1260                              EIFS System                                160       06JAN02             14JUN02
======================= =====================================================================================================
Start date 01FEB01                                     Preliminary Schedule
                                         Based upon a Notice to Proceed February 1, 2001
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Finish date 05AUG02
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Data date 01FEB01
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Run date 23JAN01
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Page number 1A
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
(C)Primavera Systems, Inc.
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                           YATES CONSTRUCTION COMPANY
                               GOLDEN MOON CASINO
                                CONTRACT SCHEDULE

<TABLE>
<CAPTION>
------------------------------------------------------------------------ ------------- ------------------- ------------------
      ACT ID                  ACTIVITY DESCRIPTION                         ORIG DUR       EARLY START        EARLY FINISH
<S>                    <C>                                               <C>           <C>                 <C>
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1265             Exterior Metal Wall Panel System                      90       17MAR02             14JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1270                  Exterior Windows Hotel                           90       24AUG01             21NOV01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1280                  Storefront/Curtainwall                           90       23SEP01             26DEC01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1290                  Doors/Hardware/Casino                            60       07APR02             05JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1291                   Doors/Hardware Hotel                           180       04DEC01             05JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1295               Coiling Doors/Dock Equipment                        25       18MAR02             11APR02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1300             Ceiling and Wall Finishes Hotel                      220       23OCT01             05JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1305                Interior Specialties Hotel                         90       07APR02             06JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1306               Interior Specialties Casino                         60       06JUN02             05AUG02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1310             Ceiling and Wall Finishes Casino                     220       23OCT01             05JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1320         Ceiling and Wall Finishes Back of House                  120       18MAR02             16JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1330                   Floor Finishes Hotel                           220       12NOV01             06JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1340                  Floor Finishes Casino                           235       09DEC01             05AUG02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1360               Floor Finishes Back of House                       120       18MAR02             16JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1370          Finish Carpentry/MillWork/Stone/Hotel                   220       23OCT01             05JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1380          Finsh Carpentry/Millwork/Stone/Casino                   245       23OCT01             30JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1390             Casino Architectural Specialties                     225       12NOV01             30JUN02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1400                  Food Service Equipment                          120       18MAR02             16JUL02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1430                  Elevators/Dumbwaiters                           211       06JAN02             05AUG02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1450                     Fire Protection                              475       10APR01             05AUG02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1460                        Mechanical                                475       10APR01             05AUG02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1470                        Electrical                                475       10APR01             05AUG02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
3 - BRIDGE
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1410                      Bridge Piling                                8        28APR01             05MAY01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1420                     Bridge Pile Caps                              6        06MAY01             11MAY01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1480              Bridge Columns/Escalator Pits                        12       12MAY01             23MAY01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1490                    Bridge Structural                              30       24MAY01             22JUN01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1500                   Bridge Slab on Deck                             6        23JUN01             28JUN01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1510                      Bridge Roofing                               12       23JUN01             05JUL01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1520                   Bridge Fireproofing                             6        06JUL01             11JUL01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1530               Bridge Exterior Wall System                         30       12JUL01             10AUG01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1540                    Bridge Window Wall                             30       11AUG01             09SEP01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1550             Bridge Ceiling and Wall Finishes                      20       10SEP01             29SEP01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1565                 Escalators/Moving Walks                          120       06JAN02             05MAY02
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1570                     Fire Protection                               90       06JUL01             03OCT01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1580                        Mechanical                                 90       06JUL01             03OCT01
------------------------------------------------------------------------ ------------- ------------------- ------------------
------------------------------------------------------------------------ ------------- ------------------- ------------------
       1590                        Electrical                                 90       06JUL01             03OCT01
------------------------------------------------------------------------ ------------- ------------------- ------------------
======================= =====================================================================================================
Start date 01FEB01                           Preliminary Schedule
                                 Based upon a Notice to Proceed February 1, 2001
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Finish date 05AUG02
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Data date 01FEB01
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Run date 23JAN01
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Page number 2A
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
(C)Primavera Systems, Inc.
------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

                                   EXHIBIT "D"

           To Standard Form of Agreement Between Owner and Contractor
         Where the basis for payment is the Cost of the Work Plus a Fee
                   With a negotiated Guaranteed Maximum Price

           By and between The Mississippi Band of Choctaw Indians, dba
                 Choctaw Resort Development Enterprise, as Owner
                                       and
             W.G. Yates and Sons Construction Company, as Contractor

                             CONTRACT CLARIFICATIONS

The Contractor acknowledges that while the documents listed in Exhibit "B"
require further development by the Architect, together with these clarifications
they sufficiently identify the scope of the work anticipated by this Agreement
and that they are sufficient for the preparation of the Guaranteed Maximum
Price. At such time as the Drawings and Specifications are issued for
construction, the Contractor will notify the Owner in writing of any potential
scope changes within thirty (30) days of receipt by the Contractor after the
Guaranteed Maximum Price is established.

The following clarifications have been used in the preparation of the Guaranteed
Maximum Price:

General:

1.       The Guaranteed Maximum Price includes pricing for all Work West of the
         existing location of Wolf Creek except as elsewhere excluded by the
         Contract. Pricing for Work East of the existing location of Wolf Creek
         presently shown on or indicated in the Contract Documents, or
         anticipated to be shown in future iterations of the Contract Documents,
         will be negotiated and added to the Guaranteed Maximum Price at a
         latter date.

2.       All Work relating to the Wolf Creek Project is not included.

3.       All Work relating to the Highway 16 Improvements is not included.

4.       Work relating to the Silver Star Hotel and Casino or located South of
         Highway 16 is not included unless otherwise noted herein. The Agreement
         does incorporate the Pedestrian Bridge to a point at which it enters
         the Bridge Lobby on the South side of Highway 16. The Guaranteed
         Maximum Price does include the two escalators on the South side of
         Highway 16.

5.       A ware house facility close to the project site shall be furnished by
         the Owner for the storage of materials or the Owner will be responsible
         for the cost of material storage incurred by the Contractor.

6.       Where these Clarifications are silent the plans, specifications, and
         other Contract documents shall govern.

DIVISION 1

1.       All laboratory testing cost is by Owner.

2.       All permits are by Owner.

3.       All plan reproduction and shipping cost is by Owner.

4.       All Architect or Owner Office's , equipment, utilities, furnishings,
         accessories, or any other expense required by these parties in the
         administration of the Agreement is not included.

5.       The Owner shall provide an offsite parking area close to the project
         site for construction parking.

6.       Mock up rooms are not included.

                                                                     Page 1 of 6

<PAGE>

7.       All utility usage expenses are to be paid by the Owner.

8.       Owner is to furnish the Contractor with a complete boundary survey of
         the property, including benchmarks. This survey will be the basis of
         the Contractor's layout for the Project.

9.       Utility demolition by Public Service Companies such as power,
         telephone, cable, gas, or other areas are not included. Demolition of
         utilities shall be coordinated by Contractor.

DIVISION 2

1.       No site furnishings are included.

DIVISION 3

1.       Precast Trellis Components

         (a)      Finish to be two pass float finish.  Finish is to be gray
                  plant run concrete.

         (b)      Embedded hardware and all loose hardware to be hot dipped
                  galvanized.

DIVISION 4

1.       Marble on exterior of the Building is Black Absolute.

DIVISION 5

1.       Pricing for steel in Pedestrian Bridge is for a design with a center
         support under the Pedestrian Bridge.

2.       Globe Structure

         (a)      Specifications for the Globe System provide for a single
                  source -- Mero Structures, Inc. This is an isolated system in
                  which other competitive proposals, cannot be obtained by the
                  Contractor. It is a system for which Mero Structures will be
                  required to perform design services. The line item amount,
                  $568,000, for this system shall be considered an allowance in
                  the event Mero Structures cannot comply with the cost,
                  Schedules, and terms of the Contractor Subcontract Agreement.

         (b)      Finish -- Custom Gold Color Finish (Drylac Color 349/68240
                  BG-GOLD SMOOTH-MAT ME Batch # PA 8931 DF) per the sample
                  forwarded to ARQ on August 14, 2000.

         (c)      Spaceframe Sphere measures approximately 83'-0" in diameter.
                  The spaceframe is unclad and supported vertically and
                  laterally by its inner ring at the 24th Floor. In addition,
                  the frame is laterally supported at the Observation Deck (27th
                  Floor). Also, there are various supports at the edge where the
                  sphere is cut out at the building between the 24th and 22th
                  floors. The spaceframe does not provide any structural support
                  for the components of the building within the sphere. Mero's
                  geometry of the sphere is shown on drawings P-300 thru P-303
                  dated November 29, 2000.

         (d)      System: Steel KK Round Ball and Tube

         (e)      Module: Varies See Mero's drawings.

         (f)      Total Surface Area: Approximately 19,610 square feet.

         (g)      Spaceframe material is hot dipped galvanized. Tube and node
                  sizes to be as required structurally and will vary in size.

         (h)      Mississippi Engineering Stamp on Structural Drawings and
                  Calculations only.

         (i)      I.C.B.O. Approved Quality Control Program

         (j)      Mero's Standard One Year Warranty

         (k)      The following items are excluded from the scope of work.

                  (i)      More than (2) two design/site coordination meetings.


                  (ii)     Cladding of the spaceframe or its design to accept
                           cladding in the future

                  (iii)    Tubehole covers

3.       Structural

         (a)      Sphere - The following work is included:

                  (i)      (200 tons)of structural and misc. steel (total
                           tonnage for Sphere).

                  (ii)     Shear connectors

                  (iii)    Metal floor deck.

                  (iv)     Columns, beams, edge plate

         (b)      Other Structural

                                                                     Page 2 of 6

<PAGE>

                  (i)      An allowance of 1.25 pounds is included in lieu of
                           the 3 pound per square foot miscellaneous steel
                           allowance noted on S1.1.01.

                  (ii)     Blast cleaning and special paint system on steel and
                           joist is not included.

                  (iii)    Any materials found on sections 15/S3.1.07,
                           2/S3.1.05, 17/S4.1.02, 1/S4.3.10 are not included.
                           These sections were not found on their respective
                           section page.

                  (iv)     Anchor bolt lengths have not been given on the
                           column/anchor bolt schedule. We have included these
                           anchor bolts as 24" long with double nuts for each
                           bolt unless specified elsewhere in the structural
                           scope of work.

                  (v)      Base plates sizes have not been given for the C10 and
                           C11 columns (columns shown on sheet S4.4.02). We
                           include base plates as 2" x 36"x 36" with (2EA.)
                           gusset plates at each column. Anchor bolts for these
                           base plates are included as 1 -1/4" x 24" long with 2
                           nuts for each bolt.

                  (vi)     The 24" deep wide flange girder that is not sized on
                           sheet S1.5.02.11 is included as a W24 x 55.

                  (vii)    On sheet S1.5.02.11, the structural steel between
                           column lines 24B and 27B, E2.9 & G2 is not sized.
                           Assume 15 pounds per square foot for this area.

                  (viii)   On sheet S4.4.01, the structural steel at the roof of
                           the escalator lobby oval has not been sized. Assume
                           15 pounds per square foot for this area.

                  (ix)     The 12" x 8" x 1/4" tube steel at the north and south
                           ends of the escalator oval (refer to drawing
                           S1.5.02.11) is assumed to be rolled only utilizing
                           one (1) radius. Should two (2) radiuses be required
                           to roll these tubes a change will be required.

                  (x)      Design calculations on steel joist and joist girders
                           to be submitted after return of approved fabrication
                           prints and fabrication of joist. Should calculations
                           be required prior to approval, 6 additional weeks per
                           sequence of joist will be required for submittal to
                           engineer. This will affect overall construction
                           schedule and the completion of the project.

                  (xi)     Design calculations on structural steel connections
                           are to be submitted for engineer's approval prior to
                           fabrication.

                  (xii)    Trusses to have field bolted splice connections at
                           Casino area.

DIVISION 7

1.       Soffit finish material is EIFS.

2.       Fireproofing is included as follows:
         Steel Floor Beams - 2 hour rating,
         Steel Columns - 3 hour rating if supporting a floor and 2 hour rating
         if supporting a roof, Steel Roof beams, joists, and decking - 1 1/2
         hour rating, Roof Structural members more than 20 feet above a finished
         floor or balcony - no rating.

         Fireproofing is CAFCO Blaze Shield II as manufactured by Isolatek
         International.

DIVISION 8

1.       Guest room entry doors are Red Oak Veneer, solid core, 7'door height,
         premachined for hardware, with applied wood molding. Doors are primed
         for field applied finish paint.

2.       Guest room bathroom and guest room closet louvered doors are solid
         pine, premachined for hardware. Doors are primed for field applied
         finish paint.

3.       Finish hardware is per the December 18, 2000 plans and specifications.

4.       The following items are included for Rollup Doors, Shutters, and
         Dock Equipment.

<TABLE>
<CAPTION>
         Description               Size/Rating          Operation           Model               Qty.
         -----------               -----------          ---------           -----               ----
<S>                                <C>                  <C>                 <C>                 <C>
         Rollup Fire Doors         8' x 8'UL            Motor               UFN40               6 EA.
         Rollup Fire Door          10'-6" x 8'UL        Motor               UFN40               1 EA.
         Rollup Fire Door          10' x 8UL            Motor               UFN40               2 EA.
         Rollup Fire Door          8'-9" x 8'UL         Motor               UFN40               1 EA.
         Service Door              20'-6" x 8'          Motor               FFN40               1 EA.
         Service Door              16' x 14'            Motor               FFN40               2 EA.
</TABLE>

                                                                     Page 3 of 6

<PAGE>

<TABLE>
<S>                                <C>                  <C>                 <C>                 <C>
         Service Door              6'-6" x 8'           Motor               FFN40               1 EA.
         Service Door              8'-9" x 8'           Motor               FFN40               1 EA.
         Fire Rated Shutter        3' x 7'UL            Manual              UCPIO               2 EA.
         Counter Shutter           5' x 7'              Crank               CAN30               2 EA.
         Counter Shutter           2' x 7'              Crank               CAN30               1 EA.
         Counter Shutter           6' x 7'              Crank               CAN30               3 EA.
         Counter Shutter           10'-3" x 7'          Crank               CAN30               1 EA.
         Counter Shutter           5' x 7'              Crank               CAN30               1 EA.
         Counter Shutter           12' x 5'-5"UL        Crank               UCPN30              1 EA.
</TABLE>

5.       Storefront and Glazing

         (a)      Miscellaneous glazing at the Lowrise includes (2,110 square
                  feet) of 1/4" clear tempered glass installed in borrowed lites
                  and/or doors at back of house areas and offices areas on
                  floors 1 and 2. Glass will be installed in hollow metal or
                  wood frames specified in other divisions. Tempered glass is
                  not fire rated.

         (b)      Miscellaneous glazing at the Hotel includes (540 square feet)
                  of 1/4" clear tempered glass installed in borrowed lites at
                  the vending maching areas on floors 2 through 18. Glass will
                  be installed in hollow metal or wood framing specified in
                  other divisions. Tempered glazing is not fire rated.


6.       All glass etching is to be included in the Casino Specialty Items
         Allowance.

DIVISION 9

1.       Guest Room Ceilings - Plexture coating by Duraplex at guestroom
         ceilings.

2.       Painting for Mechanical, Fire Protection and Electrical work is
         included in Division 15 and 16 scope of work.

3.       Pricing for Specialty wallcoverings is carried as part of Special
         Finish Allowance.

4.       Pricing for stained concrete floors is carried as part of Special
         Finish Allowance.

5.       Black open grid ceiling tiles are 9/16 inch deep.

6.       VIP suite floors are carpet.

7.       Globe Drywall

         (a)      Included are 3 5/8" 25 gauge drywall studs with 5/8" fire
                  shield gypsum board.

         (b)      Fire Shield gypsum board

         (c)      1" Shaft liner


8.       Globe EIFS finish is Quartputz Finish and calculated to require
         approximately 5,000 square feet.

9.       Ceilings Included:

         (a)      Casino

                  (i)      Acoustical ceiling at Back of House

                  (ii)     Acoustical ceiling at Meeting Rooms

                  (iii)    Panz Ceiling at Sports Bar

                  (iv)     Cube ceiling at Casino floor (v) Cube ceiling at
                           Show Lounge

                  (vi)     Cube ceiling at 24 Hour Dining

         (b)      Hotel

                  (i)      Acoustical ceiling

                  (ii)     Specialty ceiling 25th floor

         (c)      Bridge

                  (i)      Curvatura Elite System

                                                                     Page 4 of 6

<PAGE>

10.      Wood Flooring Included:

         (a)      Steakhouse Restaurant including wood in the exhibition kitchen
                  #1463.

         (b)      Pan-Asian Restaurant

         (c)      24 Hour Dining excluding the patio area.

         (d)      Show Lounge Dance floor

         (e)      The Steakhouse and the Pan-Asian Restaurants are glue-down.
                  This material will glue directly to the concrete slab.

         (f)      The 24 Hour Dining and the Dance floor are unfinished and are
                  nail down products. Included is one layer of3/4" plywood.

         (g)      Wood base is to be included as required in Division 6 Finish
                  Carpentry and Millwork.

11.      Carpet

         (a)      Installation Included.

         (b)      Owner to furnish carpet and pad.

         (c)      An overage of 10 percent has been included for waste on
                  pattern carpet specified.

         (d)      Back of House included as glue-down.

         (e)      Hotel rooms included as stretch-in.

         (f)      Hotel corridors included as double stick.

         (g)      Carpet base is not included.

12.      Tiles and Stones

         (a)      Elevator Areas

                  (i)      Pricing is based on a not to exceed cost of cost of
                           $90.00 per square foot at the elevator exterior
                           walls.

         (b)      Vanity Tops

                  (i)      The Guest rooms A and B, Suites A and B, and Junior
                           Suites include a 3/4" Giallo Realle vanity top with a
                           1 1/2" laminated full bullnose front edge, cutout and
                           polished edge for undermount bowl, 4" splash with
                           flat polished top and segmented apron.


DIVISION 12

1.       No window treatments are included.

DIVISION 14

1.       Elevators

         (a)      Change "Galaxy" Elevators EL2a & E12b from 7D0 fpm custom
                  gearless to 500 fpm pre-engineered EcoSystem MR gearless
                  elevators with custom cab as specified and Kone's Delta
                  fixtures and entrances without transoms.

         (b)      Change VIP Elevators EL3 & E14 from 700 fpm custom gearless to
                  500 fpm pre-engineered EcoSystem MR gearless elevators with
                  custom cab allowance as specified and Kone's Delta fixtures
                  and entrances without transoms.

         (c)      Change Guest Elevator EL5a, E15b, E16a, & E16b from 700 fpm
                  custom gearless to 500 fpm pre-engineered EcoSystem MR
                  gearless elevators with custom cabs as specified and Kone's
                  Delta fixtures and entrances without transoms.

         (d)      Change Guest Elevators EL8a & E18b from 350 fpm custom geared
                  to 350 fpm pre-engineered EcoSystem MR gearless elevators with
                  custom cabs as specified and Kone's Delta fixtures and
                  entrances without transoms.

         (e)      Omit etching on elevator entrance door panels at all typical
                  floors (maintain etching at Lobby, where specified.

         (f)      Dumbwaiters will be 500 lb. Capacity 50 fpm traction units
                  finished in satin stainless steel.

         (g)      Where unspecified, manufacturer will provide standard
                  equipment finish.

         (h)      Access doors in the overhead for E17a-7b to access the
                  governors in the overhead is not included.

         (i)      Due to the specified rope compensation, the elevator pits for
                  the high-speed elevators must be increased from 10'-6" to
                  12-0".

         (j)      For elevators El7a and El7b, the listed available overhead of
                  14'-6" is insufficient for the specified 1:1 roping at 350
                  fpm. There are options available for this situation.

         (k)      Increase the overhead to 17'-9" and maintain the 1:1 roping
                  and 350 fpm speed.

                                                                     Page 5 of 6

<PAGE>

         (l)      Maintain the 14'-6" overhead and increase pit depth to 7'-0"
                  and change the roping from 1:1 to 2:1 under-slung and reduce
                  the speed to 225 fpm. Option "b" will require additional
                  hoistway width and additional pit depth. The hoistway size per
                  cab will be increased to 10'-2" x 10"-101/2.

         (m)      The specified arrangement and speed with the clarification
                  that the available overhead will be increased to 17'-9" in
                  included.

         (n)      Escalators and moving walks are based on manufacturers
                  standard dimensions and will be detailed in shop drawings.

         (o)      Escalators and moving walks handrail bases and moving walk
                  skirts will be made of silver anodized aluminum not stainless
                  steel.

         (p)      The escalators included are based upon a 22'-6" vertical rise.

         (q)      Cab upgrades is included as an allowance in Exhibit "D-2".

DIVISION 15

1.       Fire Protection

         (a)      Service to the fire protection system is included as part of
                  the Site Utilities Allowance.

         (b)      A water storage tank is not included.

         (c)      A 1,500 GPM pump is provided.

DIVISION 16

1.       Concrete encased duct for the primary service is included not to exceed
         2,000 linear feet.

2.       All transformers, metering, and primary cable or Utility company fees
         are not included.

3.       Generators are sized to provide power to the gaming floor and for life
         safety requirements.


                                                                     Page 6 of 6

<PAGE>

                                  EXHIBIT "D-1"

           To Standard Form of Agreement Between Owner and Contractor
         Where the basis for payment is the Cost. of the Work Plus a Fee
                   With a negotiated Guaranteed Maximum Price

           By and between The Mississippi Band of Choctaw Indians dba
                 Choctaw Resort Development Enterprise, as Owner
                                       And
              W.G. Yates & Sons Construction Company, as Contractor

                                   UNIT PRICES

         Unless otherwise stated below, the unit prices as listed herein shall
         include all costs necessary to perform the work including materials,
         applicable taxes, delivery costs and installation labor. The
         Contractor's supervision, overhead and profit have been included in the
         Contract Sum and will be subject to the Change Order provisions
         established in the Agreement.

         The following unit prices will be used for adjustments in the scope of
the Work.

<TABLE>
<CAPTION>
         I.  AUGER CAST PILINGS                 ADD             DEDUCT
         ----------------------                 ---             ------
<S>                                             <C>             <C>
o        14" Diameter                           $13.52          $3.52
o        18" Diameter                           $17.80          $4.30
o        24" Diameter                           $26.35          $5.35
o        Piling Mobilization Per Rig **         $18,819.00      $0.00
</TABLE>

**Two Piling Rigs are included in the GMP.

<PAGE>

                                  EXHIBIT "D-2"

           To Standard Form of Agreement Between Owner and Contractor
         Where the basis for payment is the Cost of the Work plus a Fee
                   With a negotiated Guaranteed Maximum Price

           By and between the Mississippi Band of Choctaw Indians dba
                 Choctaw Resort Development Enterprise, as Owner
                                       And
              W.G. Yates & Sons Construction Company, as Contractor

                                   ALLOWANCES

Unless otherwise stated below, the allowances as listed herein shall include
all costs necessary to perform the work (e.g. labor, materials, equipment,
freight, delivery, installation, general conditions, etc.) excluding only fee
and gross receipts taxes. Contractor's fee and gross receipts taxes
attributable to stated allowances shall be included in the Guaranteed Maximum
Price but not in the allowances.

The following Allowances are included in the contract amount:

<TABLE>
<S>  <C>                                                                     <C>
1.   Site Utilities                                                          $   500,000.00
2.   Landscaping/Irrigation/Precast Planters/Site Bollards West of               440,000.00
     Wolf Creek
3.   Metal Exterior Wall Panels - Building & Bridge                            1,250,000.00
4.   Firestopping                                                                100,000.00
5.   Joint Sealants                                                              125,000.00
6.   GlobeGlass                                                                  150,000.00
7.   FRP Panels                                                                   50,000.00
8.   Special Paint Finishes                                                      150,000.00
9.   Signage, all types                                                        1,145,000.00
10.  Spa Lockers                                                                   9,100.00
11.  Sauna/Steam Room                                                             33,000.00
12.  Elevator Cab upgrades                                                       160,000.00
13.  Data Systems                                                                200,000.00
14.  Master TV System                                                            280,000.00
15.  Telephone/Communications System                                             500,000.00
16.  Music & Paging System                                                       200,000.00
17.  Special A/V Systems                                                         537,000.00
18.  Dimming System                                                              200,000.00
19.  Exterior Facade Lighting                                                    140,000.00
20.  Curtainwall Specialty Lighting                                               65,000.00
21.  Entry Canopy Lighting                                                        30,000.00
22.  Swimming Pool Deck Lighting                                                  40,000.00
23.  Additional Exterior Lighting                                                125,000.00
24.  All Work Associated With Fountains & Pools                              $ 4,727,400.00
25.  Finish Carpentry, Architectural Woodwork, Millwork, Casino
     Specialty Items, and Blocking for these items                            10,766,500.00
26.  Mechanical                                                               17,060,000.00
27.  Electrical (excluding Bridge Elec & Site Elec)                           14,500,000.00
28.  Shower Enclosures                                                           298,527.00
29.  Mirrors-guestroom, public & back of house (no framed mirrors                228,678.00
     included)
</TABLE>

                        END

<PAGE>

                                   EXHIBIT "E"

           To Standard Form of Agreement Between Owner and Contractor
         Where the basis for payment is the Cost of the Work Plus a Fee
                   With a negotiated Guaranteed Maximum Price

           By and between The Mississippi Band of Choctaw Indians, dba
                 Choctaw Resort Development Enterprise, as Owner
                                       and
             W.G. Yates and Sons Construction Company, as Contractor



                                    ARTICLE 1
                               LIABILITY INSURANCE

1.       Contractor shall as part of the reimbursable costs subject to the
         Guaranteed Maximum Price provide and maintain during the entire
         performance period of this Contract at least the kinds and minimum
         amounts of insurance required herein. Owner, its affiliated and
         associated companies, its employees, its agents, the Architect, and the
         Lender or Lenders designated by Owner (collectively, the Protected
         Parties) shall be named as additional insureds on Contractor's
         insurance policies as provided for herein. Each policy shall state that
         such insurance is primary and that any insurance maintained by Owner or
         any other Protected Party is excess and non-contributory. Owner may
         from time to time reasonably designate insurance coverages other than
         or in addition to those specified herein, in such amounts and with such
         endorsements as may be required by Owner and an appropriate adjustment
         shall be made to the Guaranteed Maximum Price.

2.       Before commencing Work under this Contract, Contractor shall furnish
         each Protected Party with a Certificate of Insurance evidencing that
         the required insurance has been obtained. The policies evidencing
         required insurance shall contain terms to the effect that any
         cancellation or any material change adversely affecting a Protected
         Party's interest shall not be effective without ninety (90) days prior
         notice to such Protected Party, with the exception of nonpayment for
         premium, which is ten days. Standard Certificates of Insurance which do
         not provide for each Protected Party's status as a Protected Party and
         mandatory advance notice of cancellation or material changes in
         coverage are not acceptable under this provision.

3.       Standard Insurance Schedule

         Policies - At all times during the term of this Contract, Contractor
         shall procure, pay for, and maintain, with approved insurance carriers,
         the insurance set forth below, and shall require all subcontractors
         performing Work under this Contract to (1) Procure and maintain during
         the life of the subcontract the same insurance requirements as the
         Contractor, or (2) insure the activities of the subcontractors in its
         insurance policies and require the said subcontractor pay the
         applicable cost of the insurance.

         a.       Workers' Compensation and Employers Liability Insurance

                  Workers' Compensation:
                  Statutory Limits
                  Employers Liability:
                  Limits Required:

                                 $1,000,000        Each Accident
                                 $1,000,000        Disease
                                 $1,000,000        Disease Aggregate

                  These insurance policies must be endorsed with Waiver of
                  Subrogation Endorsements, waiving the carrier's right of
                  subrogation with respect to each Protected Party, and must
                  also be endorsed with Master and Servant (Alternate Employer)
                  Endorsements.

                                                                     Page 1 of 4

<PAGE>

         b.       Commercial General Liability (CGL)

                  (1)      Contractor's Operation
                  (2)      Premises Liability
                  (3)      Broad Form Contractual Liability
                  (4)      Completed Operations

                  (5)      Damage due to explosion, collapse or underground
                           operations

                  (6)      Product liability for any product manufactured,
                           assembled, or otherwise worked on in connection with
                           the Work under this Contract

                  (7)      Fellow Employee Coverage
                  (8)      Extended Contractual

                  Limits Required - Bodily Injury and Property Damage Combined:

                                 $1,000,000   Each Occurrence
                                 $2,000,000   Products - Completed Operations
                                  2,000,000   General Aggregate (other than
                                              Products - Completed Operations)
                                              dedicated to Project
                                 $1,000,000   Personal and Advertising Injury

         c.       Automobile Liability Insurance (All vehicles used in Work
                  performed, whether owned, hired, or non-owned)

                  Limits Required - Bodily Injury and Property Damage Combined:

                                 $1,000,000   Each Occurrence
                                 No Aggregate

         d.       Umbrella Liability

                      An Umbrella Liability policy in the amount of $100,000,000
                      in excess of the primary coverage required shall be
                      maintained by Contractor at all times during the term of
                      the Agreement. Policy coverage must be on an "occurrence"
                      basis.

                  4.  Special Conditions - Concerning Insurance to be
                      furnished by Contractor, it is a condition precedent
                      to acceptability thereof that:

         A. Approval, disapproval, or failure to act by Owner regarding any
         insurance supplied by Contractor shall not relieve Contractor of
         responsibility or liability for damages and accidents set forth
         therein. Neither shall the bankruptcy, insolvency, or denial of
         liability by the insurance company exonerate Contractor from liability.

         B. No special payment shall be made by any Protected Party for
         insurance that Contractor may be required to carry; all payments are
         included in the Contract Sum.

         C. The insurance companies issuing the policy or policies shall have no
         recourse against any Protected Party for payment of any premiums or for
         assessments under any form of policy.

         D. All insurance policies must be endorsed with Waiver of Subrogation
         Endorsements, waiving the carrier's right of subrogation with respect
         to each Protected Party.

                  5.  Any of such insurance policies may be written in
                      combination with any of the others, where legally
                      permitted, but none of the specified limits may be lowered
                      thereby.

                  6.  Proof of Insurance:

                  a.  When requested by any Protected Party, copies of any
                      policies must be furnished to any Protected Party;
                      otherwise, any Protected Party shall require certificates
                      only.

                                                                     Page 2 of 4

<PAGE>

                  b.  Certificates indicating Contractor coverage to be in force
                      shall be filed with each Protected Party prior to
                      commencement of the Work.

                  c.  All Certificates shall indicate the A.M. Best Company
                      rating of A VII OR BETTER of the insurance company.

                  d.  Within thirty (30) days subsequent to renewal of required
                      coverage, Contractor shall provide to any Protected Party
                      a Certificate of Insurance evidencing renewal of required
                      coverage.

                  7.  Changes to Insurance

                      Insurance requirements may be changed at any time by Owner
                      during the term of this Contract due to changes in the
                      law, changes in Owner's policy, or increased risk due to
                      the nature of the Work being performed and an appropriate
                      adjustment shall be made to the Guaranteed Maximum Price..

                  8.  Surety Requirements

                      Concerning bonds to be furnished by Contractor, it is a
                      condition precedent to acceptability that the surety
                      company shall have a minimum A.M. Best Company rating of
                      "A" and be listed by the U.S. Department of the Treasury
                      as an acceptable surety.

Any limits of insurance require herein may be met by primary and/or excess
insurance

                                    ARTICLE 2
                          ALL RISK BUILDER'S INSURANCE

Until physical occupancy by a resident of the premises pursuant to a
Certificate of Occupancy issued by the appropriate local governmental agency,
Contractor shall maintain an All-Risk Builder's Risk policy in the amount
equal to 100% of the replacement cost of the Work completed, including
materials delivered, labor performed and all improvements, equipment,
inventory and all other related items. This policy shall be written in the
name of the Owner, the Contractor, and the Lender(s) as their interests may
appear, and the Subcontractors shall be additional insureds as their
interests may appear. The maximum All Risk Builders Risk policy deductible is
$10,000 except for a deductable of $250,000 for flooding.

The policy shall insure the interest of the Owner, Contractor and
Subcontractors on an "ALL RISK" basis, including, but not limited to,
coverage against fire, flood (any site in flood zone "A"), earthquake (if
customary for the geographic area or if requested by Owner), lightning, wind
damage, hail, explosion, theft, riot or civil commotion, aircraft, and other
vehicles, collapse and coverage available under the equipment "Installation
Floater".

Coverage must include all materials, supplies and equipment that are intended
for specific installation in the Project, while such materials, supplies and
equipment are located at the Project Site, in Transit or while temporarily
located away from the Project Site for the purpose of repair, adjustment or
storage at the risk of one of the insured parties.

The policy must be endorsed (a) waiving the carrier's rights of recovery
under subrogation against the Owner, their officers, agents and employees,
and Contractor whose interest is insured under the policy, and (b) so as to
provide that the insurance company will not cancel such insurance without
giving at least ninety (90) days prior written notice to each Protected Party
except for ten (10) days notice for non-payment of premium.

                                    ARTICLE 3
                          PERFORMANCE AND PAYMENT BONDS

Contractor will provide the Owner with a performance and a payment bond each
in the full amount of the Contract Sum for the faithful performance of the
Contract and payment of Project subcontractors and suppliers, respectively.
The performance bond shall provide for payment of all increased costs and
expenses incurred to enforce or complete the Contract, in accordance with the
Plans and Specifications, including any legal fees, costs and interest. The
performance bond shall further provide that the Work at all times shall be
free and clear of all liens of workmen, material suppliers, subcontractors,
or due to any activity of Contractor. The performance and payment bonds shall
name the Owner and lender(s) as an dual obligees and shall be on a form(s)
and with a surety company approved by Owner. The aforementioned bonds will be
furnished at Owner's expense, as set forth in the Agreement.

                                                                     Page 3 of 4

<PAGE>

                                    ARTICLE 4
                               SPECIAL CONDITIONS

Certified copies of the Insurance Policies affecting this project will be
provided to the Tribal Comptroller. Any changes during the Contract Period
will be likewise filed and extensions of coverage required by this contract
will also be filed annually with the Tribal Comptroller.

In the event Owner receives notification of intent to cancel such insurance
previously referred to, for non-payment of premium, the Owner has the right
to pay said premium or procure replacement insurance to prevent any
interruption or delay in the construction process and said payment of premium
or procurement of replacement insurance will be charged against the contract
price.

The Owner upon receiving Notice of Intent to Cancel for Non-Payment of
Premium shall give the Contractor one (1) business day's written notice of
intent to assume payment of premium or the procurement of replacement
coverage providing Contractor with the opportunity to remedy the delinquency.

                                       END

                                                                     Page 4 of 4

<PAGE>

                                  [INSERT LOGO]


               General Conditions of the Contract for Construction

                            AIA DOCUMENT A201 - 1997
                        1997 EDITION - 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.

This document has been approved and endorsed by The Associated General
Contractor of America.

Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
1970, 1976, 1987, (C) 1997 by The American Institute of Architects. Fifteenth
Edition. 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 subject the violator to legal prosecution.

TABLE OF ARTICLES

1.       GENERAL PROVISIONS

2.       OWNER

3.       CONTRACTOR

4.       ADMINISTRATION OF THE CONTRACT

5.       SUBCONTRACTORS

6.       CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7.       CHANGES IN THE WORK

8.       TIME

9.       PAYMENTS AND COMPLETION

10.      PROTECTION OF PERSONS AND PROPERTY

11.      INSURANCE AND BONDS

12.      UNCOVERING AND CORRECTION OF WORK

AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997
EDITION - AIA - Copyright 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.

<PAGE>

13.      MISCELLANEOUS PROVISIONS

14.      TERMINATION OR SUSPENSION OF THE CONTRACT


                                       2
<PAGE>

INDEX

Acceptance of Nonconforming Work
     9.6.6, 9.9.3, 12.3
Acceptance of Work
     9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3
Access to Work
     3.16, 6.2.1, 12.1
Accident Prevention
     4.2.3, 10
Acts and Omissions
     3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1,
     10.2.5, 13.4.2, 13.7, 14.1
Addenda
     1.1.1, 3.11
Additional Costs, Claims for
     4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3
Additional Inspections and Testing
     9.8.3, 12.2.1, 13.5
Additional Time, Claims for
     4.3.4, 4.3.7, 8.3.2
ADMINISTRATION OF THE CONTRACT
     3.1.3, 4, 9.4, 9.5
Advertisement or Invitation to Bid
     1.1.1
Aesthetic Effect
     4.2.13, 4.5.1
Allowances
     3.8
All-risk Insurance
     11.4.1.1
Applications for Payment
     4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10,
     11.1.3, 14.2.4, 14.4.3
Approvals
     2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5
Arbitration
     4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.10
Architect
     4.1
Architect, Definition of
     4.1.1
Architect, Extent of Authority
     2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4,
     9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority and Responsibility 2.1.1, 3.3.3, 3.12.4,
     3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12,
     4.2.13, 4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6
Architect's Additional Services and Expenses
     2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4
Architect's Administration of the Contract
     3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
Architect's Approvals
     2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7
Architect's Authority to Reject Work
     3.5.1, 4.2.6, 12.1.2, 12.2.1
Architect's Copyright
     1.6
Architect's Decisions
     4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3,
     7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
     14.2.4
Architect's Inspections
     4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
Architect's Instructions
     3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2
Architect's Interpretations
     4.2.11, 4.2.12, 4.3.6
Architect's Project Representative
     4.2.10
Architect's Relationship with Contractor
     1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10,
     3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2,
     7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7,
     12, 13.4.2, 13.5
Architect's Relationship with Subcontractors
     1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7
Architect's Representations
     9.4.2, 9.5.1, 9.10.1
Architect's Site Visits
     4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Asbestos
     10.3.1
Attorneys' Fees
     3.18.1, 9.10.2, 10.3.3
Award of Separate Contracts
     6.1.1, 6.1.2
Award of Subcontracts and Other Contracts for Portions of the
Work
     5.2
Basic Definitions
     1.1
Bidding Requirements
     1.1.1, 1.1.7, 5.2.1, 11.5.1
Boiler and Machinery Insurance
     11.4.2
Bonds, Lien
     9.10.2
Bonds, Performance, and Payment
     7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Building Permit
     3.7.1
Capitalization
     1.3
Certificate of Substantial Completion
     9.8.3, 9.8.4, 9.8.5
Certificates for Payment
     4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,
     9.1.0.3, 13.7, 14.1.1.3, 14.2.4
Certificates of Inspection, Testing or Approval
     13.5.4
Certificates of Insurance
     9.10.2, 11.1.3
Change Orders
     1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4, 4.3.9, 5.2.3,
     7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 11.4.9, 12.1.2
Change Orders, Definition of
     7.2.1
CHANGES IN THE WORK
     3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9
Claim, Definition of
     4.3.1

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Claims and Disputes
     3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4,
     10.3.3
Claims and Timely Assertion of Claims
     4.6.5
Claims for Additional Cost
     3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2
Claims for Additional Time
     3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2
Claims for Concealed or Unknown Conditions
     4.3.4
Claims for Damages
     3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1,
     11.4.5, 11.4.7, 14.1.3, 14.2.4
Claims Subject to Arbitration
     4.4.1, 4.5.1, 4.6.1
Cleaning Up
     3.15, 6.3
Commencement of Statutory Limitation Period
     13.7
Commencement of the Work, Conditions Relating to
     2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1, 5.2.3, 6.2.2,
     8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6, 11.5.1
Commencement of the Work, Definition of
     8.1.2
Communications Facilitating Contract Administration
     3.9.1, 4.2.4
Completion, Conditions Relating to
     1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2,
     13.7, 14.1.2
COMPLETION, PAYMENTS AND
     9
Completion, Substantial
     4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2,
     12.2, 13.7
Compliance with Laws
     1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4, 4.6.6, 9.6.4,
     10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3
Concealed or Unknown Conditions
     4.3.4, 8.3.1, 10.3
Conditions of the Contract
     1.1.1, 1.1.7, 6.1.1, 6.1.4
Consent, Written
     1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1,
     9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
CONSTRUCTION BY OWNER OR BY SEPARATE
CONTRACTORS
     1.1.4, 6
Construction Change Directive, Definition of
     7.3.1
Construction Change Directives
     1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1
Construction Schedules, Contractor's
     1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contingent Assignment of Subcontracts
     5.4, 14.2.2.2
Continuing Contract Performance
     4.3.3
Contract, Definition of
     1.1.2
CONTRACT, TERMINATION OR SUSPENSION OF THE
     5.4.1.1, 11.4.9, 14
Contract Administration
     3.1.3, 4, 9.4, 9.5
Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1,
     11.1.3, 11.4.6, 11.5.1
Contract Documents, The
     1.1, 1.2
Contract Documents, Copies Furnished and Use of
     1.6, 2.2.5, 5.3
Contract Documents, Definition of
     1.1.1
Contract Sum
     3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7,
     9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2
Contract Sum, Definition of
     9.1
Contract Time
     4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2, 8.3.1, 9.5.1,
     9.7, 10.3.2, 12.1.1, 14.3.2
Contract Time, Definition of
     8.1.1
CONTRACTOR
     3
Contractor, Definition of
     3.1, 6.1.2
Contractor's Construction Schedules
     1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contractors Employees
     3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,
     11.1.1, 11.4.7, 14.1, 14.2.1.1,
Contractor's Liability Insurance
     11.1
Contractors Relationship with Separate Contractors and Owner's
Forces
     3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4
Contractor's Relationship with Subcontractors
     1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.4.1.2,
     11.4.7, 11.4.8
Contractor's Relationship with the Architect
     1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10,
     3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2,
     7, 8.3.1, 9.2, 9.3, 9.4, .5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12,
     13.4.2, 13.5
Contractor's Representations
     1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2
Contractor's Responsibility for Those Performing the Work
     3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10
Contractor's Review of Contract Documents
     1.5.2, 3.2, 3.7.3
Contractor's Right to Stop the Work
     9.7
Contractors Right to Terminate the Contract
     4.3.10, 14.1
Contractor's Submittals
     3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, 9.8.3,
     9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2
Contractor's Superintendent
     3.9, 10.2.6
Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10,
     4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14

                                       4
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Contractual Liability Insurance
     11.1.1.8, 11.2, 11.3
Coordination and Correlation
     1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1
Copies Furnished of Drawings and Specifications
     1.6, 2.2.5, 3.11
Copyrights
     1.6, 3.17
Correction of Work
     2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2,
     13.7.1.3
Correlation and Intent of the Contract Documents
     1.2
Cost, Definition of
     7.3.6
Costs
     2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6,
     7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3, 11.4, 12.1, 12.2.1, 12.2.4, 13.5,
     14
Cutting and Patching
     6.2.5, 3.14
Damage to Construction of Owner or Separate Contractors
     3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4, 12.2.4
Damage to the Work
     3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4
Damages, Claims for
     3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1,
     11.4.5, 11.4.7, 14.1.3, 14.2.4
Damages for Delay
     6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
Date of Commencement of the Work, Definition of
     8.1.2
Date of Substantial Completion, Definition of
     8.1.3
Day, Definition of
     8.1.4
Decisions of the Architect
     4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3,
     7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
     14.2.4
Decisions to Withhold Certification
     9.4.1, 9.5, 9.7, 14.1.1.3
Defective or Nonconforming Work, Acceptance, Rejection and
Correction of
     2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3,
     9.10.4, 12.2.1, 13.7.1.3
Defective Work, Definition of
     3.5.1
Definitions
     1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1, 6.1.2,
     7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1
Delays and Extensions of Time
     3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3,
     9.5.1, 9.7.1.10.3.2, 10.6.1, 14.3.2
Disputes
     4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8
Documents and Samples at the Site
     3.11
Drawings, Definition of
     1.1.5
Drawings and Specifications, Use and Ownership of
     1.1.1, 1.3, 2.2.5, 3.11, 5.3
Effective Date of Insurance
     8.2.2, 11.1.2
Emergencies
     4.3.5, 10.6, 14.1.1.2
Employees, Contractor's
     3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,
     11.1.1, 11.4.7, 14.1, 14.2.1.1
Equipment, Labor, Materials and
     1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7,
     5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
     14.2.1.2
Execution and Progress of the Work
     1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.10, 3.12,
     3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5, 9.9.1, 10.2,
     10.3, 12.2, 14.2, 14.3
Extensions of Time
     3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1,
     10.3.2, 10.6.1, 14.3.2
Failure of Payment
     4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Faulty Work
     (See Defective or Nonconforming Work)
Final Completion and Final Payment
     4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,
     12.3.1, 13.7, 14.2.4, 14.4.3
Financial Arrangements, Owners
     2.2.1, 13.2.2, 14.1.1.5
Fire and Extended Coverage Insurance
     11.4
GENERAL PROVISIONS
     1
Governing Law
     13.1
Guarantees (See Warranty)
Hazardous Materials
     10.2.4, 10.3, 10.5
Identification of Contract Documents
     1.5.1
Identification of Subcontractors and Suppliers
     5.2.1
Indemnification
     3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7
Information and Services Required of the Owner
     2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5,
     9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,
     14.1.1.4, 14.1.4
Injury or Damage to Person or Property
     4.3.8, 10.2, 10.6
Inspections
     3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3,
     9.9.2, 9.10.1, 12.2.1, 13.5
Instructions to Bidders
     1.1.1
Instructions to the Contractor
     3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2
Insurance
     3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 9.10.5,
     11
Insurance, Boiler and Machinery
     11.4.2
Insurance, Contractors Liability

                                       5
<PAGE>

     11.1
Insurance, Effective Date of
     8.2.2, 11.1.2
Insurance, Loss of Use
     11.4.3
Insurance, Owner's Liability
     11.2
Insurance, Project Management Protective Liability
     11.3
Insurance, Property
      10.2.5, 11.4
Insurance, Stored Materials
     9.3.2, 11.4.1.4
INSURANCE AND BONDS
     11
Insurance Companies, Consent to Partial Occupancy
     9.9.1, 11.4.1.5
Insurance Companies, Settlement with
     11.4.10
Intent of the Contract Documents
     1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
Interest
     13.6
Interpretation
     1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4
Interpretations, Written
     4.2.11, 4.2.12, 4.3.6
Joinder and Consolidation of Claims Required
     4.6.4
Judgment on Final Award
     4.6.6
Labor and Materials, Equipment
     1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6, 4.2.7,
     5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
     14.2.1.2
Labor Disputes
     8.3.1
Laws and Regulations
     1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1,
     10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14
Liens
     2.1.2, 4.4.8, 8.2.2, 9.3.3 , 9.10
Limitation on Consolidation or Joinder
     4.6.4
Limitations, Statutes of
     4.6.3, 12.2.6, 13.7
Limitations of Liability
     2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6, 4.2.7,
     4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1,
     11.4.7, 12.2.5, 13.4.2
Limitations of Time
     2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 4.3, 4.4,
     4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 2. 9.3.3, 9.4.1,
     9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2,
     13.5, 13.7, 14
Loss of Use Insurance
     11.4.3
Material Suppliers
     1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
Materials, Hazardous
     10.2.4, 10.3, 10.5
Materials, Labor, Equipment and
     1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1, 4.2.6,
     4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
     14.2.1.2
Means, Methods, Techniques, Sequences and Procedures of
Construction
     3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2
Mechanic's Lien
     4.4.8
Mediation
     4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1, 10.5
Minor Changes in the Work
     1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4
MISCELLANEOUS PROVISIONS
     13
Modifications, Definition of
     1.1.1
Modifications to the Contract
     1.1.1, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7,
     10.3.2, 11.4.1
Mutual Responsibility
     6.2
Nonconforming Work, Acceptance of
     9.6.6, 9.9.3, 12.3
Nonconforming Work, Rejection and Correction of
     2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1,
     13.7.1.3
Notice
     2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, 4.6.5,
     5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3,
     13.5.1, 13.5.2, 14.1, 14.2
Notice, Written
     2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2,
     9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14
Notice of Testing and Inspections
     13.5.1, 13.5.2
Notice to Proceed
     8.2.2
Notices, Permits, Fees and
     2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
Observations, Contractor's
     1.5.2, 3.2, 3.7.3, 4.3.4
Occupancy
     2.2, 9.6.6, 9.8, 11.4.1.5
Orders, Written
     1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2,
     14.3.1
OWNER
     2
Owner, Definition of
     2.1
Owner, Information and Services Required of the
     2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5,
     9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,
     14.1.1.4, 14.1.4
Owner's Authority
     1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4,
     4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2,
     8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3,
     11.4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4

                                       6
<PAGE>

Owner's Financial Capability
     2.2.1, 13.2.2, 14.1.1.5
Owner's Liability Insurance
     11.2
Owner's Loss of Use Insurance
     11.4.3
Owner's Relationship with Subcontractors
     1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2, 14.2.2
Owner's Right to Carry Out the Work
     2.4, 12.2.4, 14.2.2.2
Owner's Right to Clean Up
     6.3
Owner's Right to Perform Construction and to Award Separate
Contracts
     6.1
Owner's Right to Stop the Work
     2.3
Owner's Right to Suspend the Work
     14.3
Owner's Right to Terminate the Contract
     14.2
Ownership and Use of Drawings, Specifications and Other
Instruments of Service
     1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3
Partial Occupancy or Use
     9.6.6, 9.9, 11.4.1.5
Patching, Cutting and
     3.14, 6.2.5
Patents
     3.17
Payment, Applications for
     4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 9.10.3,
     9.10.5, 11.1.3, 14.2.4, 14.4.3
Payment, Certificates for
     4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,
     9.10.3, 13.7, 14.1.1.3, 14.2.4
Payment, Failure of
     4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Payment, Final
     4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,
     12.3.1, 13.7, 14.2.4, 14.4.3
Payment Bond, Performance Bond and
     7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Payments, Progress
     4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
PAYMENTS AND COMPLETION
     9
Payments to Subcontractors
     5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2
PCB
     10.3.1
Performance Bond and Payment Bond
     7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Permits, Fees and Notices
     2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION OF
     10
Polychlorinated Biphenyl
     10.3.1
Product Data, Definition of
     3.12.2
Product Data and Samples, Shop Drawings
     3.11, 3.12, 4.2.7
Progress and Completion
     4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4
Progress Payments
     4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
Project, Definition of the
     1.1.4
Project Management Protective Liability Insurance
     11.3
Project Manual, Definition of the
     1.1.7
Project Manuals
     2.2.5
Project Representatives
     4.2.10
Property Insurance
     10.2.5, 11.4
PROTECTION OF PERSONS AND PROPERTY
     10
Regulations and Laws
     1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1,
     10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14
Rejection of Work
     3.5.1, 4.2.6, 12.2.1
Releases and Waivers of Liens
     9.10.2
Representations
     1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2,
     9.10.1
Representatives
     2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1
Resolution of Claims and Disputes
     4.4, 4.5, 4.6
Responsibility for Those Performing the Work
     3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10
Retainage
     9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3
Review of Contract Documents and Field Conditions by
Contractor
     1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3
Review of Contractor's Submittals by Owner and Architect
     3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
Review of Shop Drawings, Product Data and Samples by
Contractor
     3.12
Rights and Remedies
     1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 6.1, 6.3,
     7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14
Royalties, Patents and Copyrights
     3.17
Rules and Notices for Arbitration
     4.6.2
Safety of Persons and Property
     10.2, 10.6
Safety Precautions and Programs
     3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6
Samples, Definition of
     3.12.3
Samples, Shop Drawings, Product Data and
     3.11, 3.12, 4.2.7
Samples at the Site, Documents and

                                       7
<PAGE>

     3.11
Schedule of Values
     9.2, 9.3.1
Schedules, Construction
     1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Separate Contracts and Contractors
     1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7,
     12.1.2, 12.2.5
Shop Drawings, Definition of
     3.12.1
Shop Drawings, Product Data and Samples
     3.11, 3.12, 4.2.7
Site, Use of
     3.13, 6.1.1, 6.2.1
Site Inspections
     1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5
Site Visits, Architect's
     4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing
     4.2.6, 12.2.1, 13.5
Specifications, Definition of the
     1.1.6
Specifications, The
     1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17
Statute of Limitations
     4.6.3, 12.2.6, 13.7
Stopping the Work
     2.3, 4.3.6, 9.7, 10.3, 14.1
Stored Materials
     6.2.1, 9.3.2, 10.2.1.2, 10.2.49, 11.4.1.4
Subcontractor, Definition of
     5.1.1
SUBCONTRACTORS
     5
Subcontractors, Work by
     1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7
Subcontractual Relations
     5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1,
     14.2.1, 14.3.2
Submittals
     1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8, 9.9.1,
     9.10.2, 9.10.3, 11.1.3
Subrogation, Waivers of
     6.1.1, 11.4.5, 11.4.7
Substantial Completion
     4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2,
     12.2, 13.7
Substantial Completion, Definition of
     9.8.1
Substitution of Subcontractors
     5.2.3, 5.2.4
Substitution of Architect
     4.1.3
Substitutions of Materials
     3.4.2, 3.5.1, 7.3.7
Sub-subcontractor, Definition of
     5.1.2
Subsurface Conditions
     4.3.4
Successors and Assigns
     13.2
Superintendent
     3.9, 10.2.6
Supervision and Construction Procedures
     1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.6,
     8.2, 8.3.1, 9.4.2, 10, 12, 14
Surety
     4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2
Surety, Consent of
     9.10.2, 9.10.3
Surveys
     2.2.3
Suspension by the Owner for Convenience
     14.4
Suspension of the Work
     5.4.2, 14.3
Suspension or Termination of the Contract
     4.3.6, 5.4.1.1, 11.4.9, 14
Taxes
     3.6, 3.8.2.1, 7.3.6.4
Termination by the Contractor
     4.3.10, 14.1
Termination by the Owner for Cause
     4.3.10, 5.4.1.1, 14.2
Termination of the Architect
     4.1.3
Termination of the Contractor
     14.2.2
TERMINATION OR SUSPENSION OF THE CONTRACT
     14
Tests and Inspections
     3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1
     10.3.2, 11.4.1.1, 12.2.1, 13.5
TIME
     8
Time, Delays and Extensions of
     3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3,
     9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Time Limits
     2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.3, 4.4,
     4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1,
     9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2,
     13.5, 13.7, 14
Time Limits on Claims
     4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
Title to Work
     9.3.2, 9.3.3
UNCOVERING AND CORRECTION OF WORK
     12
Uncovering of Work
     12.1
Unforeseen Conditions
     4.3.4, 8.3.1, 10.3
Unit Prices
     4.3.9, 7.3.3.2
Use of Documents
     1.1.1, 1.6, 2.2.5, 3.12.6, 5.3
Use of Site
     3.13, 6.1.1, 6.2.1
Values, Schedule of
     9.2, 9.3.1
Waiver of Claims by the Architect
     13.4.2
Waiver of Claims by the Contractor

                                       8
<PAGE>

     4.3.10, 9.10.5, 11.4.7, 13.4.2
Waiver of Claims by the Owner
     4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1,
     13.4.2, 14.2.4

Waiver of Consequential Damages
     4.3.10, 14.2.4
Waiver of Liens
     9.10.2, 9.10.4
Waivers of Subrogation
     6.1.1, 11.4.5, 11.4.7
Warranty
     3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,
     13.7.1.3
Weather Delays
     4.3.7.2
Work, Definition of
     1.1.3
Written Consent
     1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1,
     9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
Written Interpretations
     4.2.12, 4.3.6
Written Notice
     2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2,
     9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14
Written Orders
     1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2,
     14.3.1

                                       9

<PAGE>

ARTICLE 1. GENERAL PROVISIONS

      1.1      BASIC DEFINITIONS

      1.1.1    THE CONTRACT DOCUMENTS
      The Contract Documents consist of the Agreement between Owner and
      Contractor (hereinafter the Agreement), Conditions of the Contract
      (General, Supplementary and other Conditions), Drawings, Specifications,
      Addenda issued prior to execution of the Contract, other documents listed
      in the Agreement and Modifications issued after execution of the Contract.
      A Modification is (1) a written amendment to the Contract signed by both
      parties, (2) a Change Order, (3) a Construction Change Directive or (4) a
      written order for a minor change in the Work issued by the Architect.
      Unless specifically enumerated in the Agreement, the Contract Documents do
      not include other documents such as bidding requirements (advertisement or
      invitation to bid, Instructions to Bidders, sample forms, the Contractor's
      bid or portions of Addenda relating to bidding requirements).

      1.1.2    THE CONTRACT
      The Contract Documents form the Contract for Construction. The Contract
      represents the entire and integrated agreement between the parties hereto
      and supersedes prior negotiations, representations or agreements, either
      written or oral. The Contract may be amended or modified only by a
      Modification. The Contract Documents shall not be construed to create a
      contractual relationship of any kind (1) between the Architect and
      Contractor, (2) between the Owner and a Subcontractor or
      Sub-subcontractor, (3) between the Owner and Architect or (4) between any
      persons or entities other than the Owner and Contractor. The Architect
      shall, however, be entitled to performance and enforcement of obligations
      under the Contract intended to facilitate performance of the Architect's
      duties.

      1.1.3    THE WORK
      The term "Work" means the construction and services required by the
      Contract Documents, whether completed or partially completed, and includes
      all other labor, materials, equipment and services provided or to be
      provided by the Contractor to fulfill the Contractor's obligations. The
      Work may constitute the whole or a part of the Project.

      1.1.4    THE PROJECT
      The Project is the total construction of which the Work performed under
      the Contract Documents may be the whole or a part and which may include
      construction by the Owner or by separate contractors.

      1.1.5    THE DRAWINGS
      The Drawings are the graphic and pictorial portions of the Contract
      Documents showing the design, location and dimensions of the Work,
      generally including plans, elevations, sections, details, schedules and
      diagrams.

      1.1.6    THE SPECIFICATIONS
      The Specifications are that portion of the Contract Documents consisting
      of the written requirements for materials, equipment, systems, standards
      and workmanship for the Work, and performance of related services.

      1.1.7    THE PROJECT MANUAL
      The Project Manual is a volume assembled for the Work which may include
      the bidding requirements, sample forms, Conditions of the Contract and
      Specifications.

Insert A: 1.1.8 NOTICES OR DELIVERIES TO OR APPROVALS BY ARCHITECT Whenever
this document requires or allows notice to, deliveries to or approval or
consent by the Architect, the parties agree that concurrent notices or
deliveries to the Owner or approval or consent by the Owner, as applicable,
shall also be required.

      1.2      CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

      1.2.1 The intent of the Contract Documents is to include all items
      necessary for the proper execution and completion of the Work by the
      Contractor. The Contract Documents are complementary, and what is
      required by one shall be as binding as if required by all; performance
      by the Contractor shall be required only to the extent consistent with
      the Contract Documents and reasonably inferable from them as being
      necessary to produce the indicated results.

<PAGE>

      1.2.2 Organization of the Specifications into divisions, sections and
      articles, and arrangement of Drawings shall not control the Contractor
      in dividing the Work among Subcontractors or in establishing the extent
      of Work to be performed by any trade.

      1.2.3 Unless otherwise stated in the Contract Documents, words which
      have well-known technical or construction industry meanings are used in
      the Contract Documents in accordance with such recognized meanings.

      1.3      CAPITALIZATION

      1.3.1 Terms capitalized in these General Conditions include those which
      are (1) specifically defined, (2) the titles of numbered articles and
      identified references to Paragraphs, Subparagraphs and Clauses in the
      document or (3) the titles of other documents published by the American
      Institute of Architects.

      1.4      INTERPRETATION

      1.4.1 In the interest of brevity the Contract Documents frequently omit
      modifying words such as "all" and "any" and articles such as "the" and
      "an," but the fact that a modifier or an article is absent from one
      statement and appears in another is not intended to affect the
      interpretation of either statement.

      1.5      EXECUTION OF CONTRACT DOCUMENTS

      1.5.1 The Contract Documents shall be signed by the Owner and
      Contractor. If either the Owner or Contractor or both do not sign all
      the Contract Documents, the Architect shall identify such unsigned
      Documents upon request.

      1.5.2 Execution of the Contract by the Contractor is a representation
      that the Contractor has visited the site, become generally familiar
      with local conditions under which the Work is to be performed and
      correlated personal observations with requirements of the Contract
      Documents.

      1.6      OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER
      INSTRUMENTS OF SERVICE

      1.6.1    [Not Used.]

Insert B:  DELETED

Insert C: All drawings, specifications and copies thereof furnished by the
Architect are the property of Owner. They are to be used-only with respect to
this Project and are not to be used on any other project. Submission or
distribution to meet official regulatory requirements or for other purposes in
connection with the Project is not to be construed as publication in derogation
of the Architect's common law copyright or other reserved rights of the Owner.

ARTICLE 2. OWNER

      2.1      GENERAL

      2.1.1 Owner is the person or entity identified as such in the Agreement
      and is referred to throughout the Contract Documents as if singular in
      number. The Owner shall designate in writing a representative who shall
      have express authority to bind the Owner with respect to all matters
      requiring the Owner's approval or authorization. Except as otherwise
      provided in Subparagraph 4.2.1, the Architect does not have such
      authority. The term "Owner" means the Owner or the Owner's authorized
      representative.

      2.1.2 The Owner shall furnish to the Contractor within fifteen days
      after receipt of a written request, information necessary and relevant
      for the Contractor to evaluate, give notice of or enforce mechanic's
      lien rights. Such information shall include a correct statement of the
      record legal title to the property on which the Project is located,
      usually referred to as the site, and the Owner's interest therein.

      2.2      INFORMATION AND SERVICES REQUIRED OF THE OWNER

      2.2.1 The Owner shall, at the written request of the Contractor, prior
      to commencement of the Work and thereafter, furnish to the Contractor
      reasonable evidence that financial arrangements have been made to
      fulfill

                                       2
<PAGE>

      the Owner's obligations under the Contract. Furnishing of such evidence
      shall be a condition precedent to commencement or continuation of the
      Work. After such evidence has been famished, the Owner shall not
      materially vary such financial arrangements without prior notice to the
      Contractor.

      2.2.2 Except for permits and fees, including those required under
      Subparagraph 3.7.1, which are the responsibility of the Contractor
      under the Contract Documents, the Owner shall secure and pay for
      necessary approvals, easements, assessments and charges required for
      construction, use or occupancy of permanent structures or for permanent
      changes in existing facilities.

      2.2.3 The Owner shall famish surveys describing physical
      characteristics, legal limitations and utility locations for the site
      of the Project, and a legal description of the site. The Contractor
      shall be entitled to rely on the accuracy of information furnished by
      the Owner but shall exercise proper precautions relating to the safe
      performance of the Work.

      2.2.4 Information or services under the control and within the scope of
      responsibility of Owner as may be expressly set forth in this Agreement
      shall be furnished with reasonable promptness to avoid delay in the
      orderly progress of the work.

      2.2.5 Unless otherwise provided in the Contract Documents, the
      Contractor will be furnished, free of charge, such copies of Drawings
      and Project Manuals as are reasonably necessary for execution of the
      Work.

      2.3      OWNER'S RIGHT TO STOP THE WORK

      2.3.1 If the Contractor fails to correct Work which is not in
      accordance with the requirements of the Contract Documents as required
      by Paragraph 12.2 or persistently fails to carry out Work in accordance
      with the Contract Documents, the Owner may issue a written order to the
      Contractor to stop the Work, or any portion thereof, until the cause
      for such order has been eliminated; however, the right of the Owner to
      stop the Work shall not give rise to a duty on the part of the Owner to
      exercise this right for the benefit of the Contractor or any other
      person or entity, except to the extent required by Subparagraph 6.1.3.

      2.4      OWNER'S RIGHT TO CARRY OUT THE WORK

      2.4.1 If the Contractor defaults or neglects to carry out the Work in
      accordance with the Contract Documents and fails within a seven-day
      period after receipt of written notice from the Owner to commence and
      continue correction of such default or neglect with diligence and
      promptness, the Owner may after such seven-day period give the
      Contractor a second written notice to correct such deficiencies within
      a three-day period. If the Contractor within such three-day period
      after receipt of such second notice fails to commence and continue to
      correct any deficiencies, the Owner may, without prejudice to other
      remedies the Owner may have, correct such deficiencies. In such case an
      appropriate Change Order shall be issued deducting from payments then
      or thereafter due the Contractor the reasonable cost of correcting such
      deficiencies, including Owner's expenses and compensation for the
      Architect's additional services made necessary by such default, neglect
      or failure. Such action by the Owner and amounts charged to the
      Contractor are both subject to prior recommendation of the Architect.
      If payments then or thereafter due the Contractor are not sufficient to
      cover such amounts, the Contractor shall pay the difference to the
      Owner.

ARTICLE 3. CONTRACTOR

      3.1      GENERAL

      3.1.1 The Contractor is the person or entity identified as such in the
      Agreement and is referred to throughout the Contract Documents as if
      singular in number. The term "Contractor" means the Contractor or the
      Contractors authorized representative.

      3.1.2 The Contractor shall perform the Work in accordance with the
      Contract Documents.

      3.1.3 The Contractor shall not be relieved of obligations to perform
      the Work in accordance with the Contract Documents either by activities
      or duties of the Architect in the Architect's administration of the
      Contract, or by tests, inspections or approvals required or performed
      by persons other than the Contractor.

      3.2      REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

                                       3
<PAGE>

      3.2.1 Since the Contract Documents are complementary, before starting
      each portion of the Work, the Contractor shall carefully study and
      compare the various Drawings and other Contract Documents relative to
      that portion of the Work, as well as the information furnished by the
      Owner pursuant to Subparagraph 2.2.3, shall take field measurements of
      any existing conditions related to that portion of the Work and shall
      observe any conditions at the site affecting it. These obligations are
      for the purpose of facilitating construction by the Contractor and are
      not for the purpose of discovering errors, omissions, or
      inconsistencies in the Contract Documents; however, any errors,
      inconsistencies or omissions discovered by the Contractor shall be
      reported promptly to the Architect as a request for information in such
      form as the Architect may require.

      3.2.2 Any design errors or omissions noted by the Contractor during
      this review shall be reported promptly to the Architect, but it is
      recognized that the Contractors review is made in the Contractor's
      capacity as a contractor and not as a licensed design professional
      unless otherwise specifically provided in the Contract Documents. The
      Contractor is not required to ascertain that the Contract Documents are
      in accordance with applicable laws, statutes, ordinances, building
      codes, and rules and regulations, but any nonconformity discovered by
      or made known to the Contractor shall be reported promptly to the
      Architect.

      3.2.3 If the Contractor believes that additional cost or time is
      involved because of clarifications or instructions issued by the
      Architect in response to the Contractor's notices or requests for
      information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor
      shall make Claims as provided in Subparagraphs 4.3.6 and 4.3.7. If the
      Contractor fails to perform the obligations of Subparagraphs 3.2.1 and
      3.2.2, the Contractor shall pay such costs and damages to the Owner as
      would have been avoided if the Contractor had performed such
      obligations. The Contractor shall not be liable to the Owner or
      Architect for damages resulting from errors, inconsistencies or
      omissions in the Contract Documents or for differences between field
      measurements or conditions and the Contract Documents unless the
      Contractor recognized such error, inconsistency, omission or difference
      and knowingly failed to report it to the Architect.

Insert D: 3.2.4 After reporting to the Architect any error, inconsistency or
omission Contractor may discover in the Contract Documents, the Contractor shall
not proceed with any work so affected without the written approval of the
Architect and Owner's Representative.

      3.3      SUPERVISION AND CONSTRUCTION PROCEDURES

      3.3.1 The Contractor shall supervise and direct the Work, using the
      Contractor's best skill and attention. The Contractor shall be solely
      responsible for and have control over construction means, methods,
      techniques, sequences and procedures and for coordinating all portions
      of the Work under the Contract, unless the Contract Documents give
      other specific instructions concerning these matters. If the Contract
      Documents give specific instructions concerning construction means,
      methods, techniques, sequences or procedures, the Contractor shall
      evaluate the jobsite safety thereof and, except as stated below, shall
      be fully and solely responsible for the jobsite safety of such means,
      methods, techniques, sequences or procedures. If the Contractor
      determines that such means, methods, techniques, sequences or
      procedures may not be safe, the Contractor shall give timely written
      notice to the Owner and Architect and shall not proceed with that
      portion of the Work without further written instructions from the
      Architect with Owner's approval. If the Contractor is then instructed
      to proceed with the required means, methods, techniques, sequences or
      procedures without acceptance of changes proposed by the Contractor,
      the Owner and Architect shall be solely responsible for any resulting
      loss or damage.

      3.3.2 The Contractor shall be responsible to the Owner for acts and
      omissions of the Contractor's employees, Subcontractors and their
      agents and employees, and other persons or entities performing portions
      of the Work for or on behalf of the Contractor or any of its
      Subcontractors.

      3.3.3 The Contractor shall be responsible for inspection of portions of
      Work already performed to determine that such portions are in proper
      condition to receive subsequent Work.

      3.4      LABOR AND MATERIALS

      3.4.1 Unless other-wise provided in the Contract Documents, the
      Contractor shall provide and pay for labor, materials, equipment,
      tools, construction equipment and machinery, water, heat, utilities,
      transportation, and other facilities and services necessary for proper
      execution and completion of the Work, whether temporary or permanent
      and whether or not incorporated or to be incorporated in the Work.

                                       4
<PAGE>

      3.4.2    The Contractor may make substitutions only with the consent of
      the Owner, after evaluation by the Architect and in accordance with a
      Change Order.

      3.4.3 The Contractor shall enforce strict discipline and good order
      among the Contractor's employees and other persons carrying out the
      Contract. The Contractor shall not permit employment of unfit persons
      or persons not skilled in tasks assigned to them.

      3.5      WARRANTY

      3.5.1    [Not Used.]

Insert E: 3.5.1 Contractor warrants that it will perform the Work provided for
in this Agreement in conformance with the standards of care and practice
appropriate to the nature of the Work rendered, and that the goods and materials
supplied hereunder will be new and, where not otherwise specified, of the most
suitable kind and quality for their intended use, and will be free of defects in
title, workmanship, and materials. Contractor warrants that there are no liens,
claims or encumbrances against said goods.

Insert F: 3.5.2 Contractor warrants all equipment, materials and labor furnished
or performed by Contractor under this Agreement against defects in materials,
workmanship for a period of one (1) year from Substantial Completion, or such
longer period as may be otherwise specified in the Contract Documents. Upon
notice of a nonconformity in the above warranty, Contractor, without limitation
and in addition to other remedies at law or in equity, shall promptly correct,
any deficiencies in items or services provided hereunder. All costs incidental
to such repairs, replacements and reinstallation of equipment and materials,
including costs incurred necessary to gain access, shall be borne by Contractor
as a cost of the Work subject to the Guaranteed Maximum Price..

Insert G: 3.5.3 Contractor shall perform such tests as the Owner may require to
verify that repairs and replacements comply with the requirements of this
Agreement. Contractor warrants such repaired or replaced work against defective
1) design to the extent Contractor has provided design services in the course of
repairing or replacing defective work and 2) materials and workmanship. The
period of warranty for repaired or replaced work against defects shall be for a
period of one (1) year from and after the date of acceptance thereof. Should
Contractor fail to make promptly the necessary redesign, repair, replacement and
tests, Owner, in addition to all other remedies at law or in equity, shall be
entitled to perform such work or tasks or have such performed by a third party
at Contractor's expense.

      3.6      TAXES

      3.6.1 The Contractor shall pay all applicable sales, consumer, use and
      similar taxes for the Work provided by the Contractor which are legally
      enacted when bids are received or negotiations concluded, whether or
      not yet effective or merely scheduled to go into effect.

      3.7      PERMITS, FEES AND NOTICES

      3.7.1 Unless otherwise provided in the Contract Documents, the
      Contractor shall secure and pay for the building permit and other
      permits and governmental fees, licenses and inspections necessary for
      proper execution and completion of the Work which are customarily
      secured after execution of the Contract and which are legally required
      when bids are received or negotiations concluded.

      3.7.2 The Contractor shall comply with and give notices required by
      laws, ordinances, rules, regulations and lawful orders of public
      authorities applicable to performance of the Work.

      3.7.3 It is not the Contractor's responsibility to ascertain that the
      Contract Documents are in accordance with applicable laws, statutes,
      ordinances, building codes, and rules and regulations. However, if the
      Contractor observes that portions of the Contract Documents are at
      variance therewith, the Contractor shall promptly notify the Architect
      and Owner in writing, and necessary changes shall be accomplished by
      appropriate Modification.

      3.7.4 If the Contractor performs Work knowing it to be contrary to
      laws, statutes, ordinances, building codes, and rules and regulations
      without such notice to the Architect and Owner, the Contractor shall
      assume appropriate responsibility for such Work and shall bear the
      costs attributable to correction.

                                       5
<PAGE>

      3.8      ALLOWANCES

      3.8.1 The Contractor shall include in the Contract Sum all allowances
      stated in the Contract Documents. Items covered by allowances shall be
      supplied for such amounts and by such persons or entities as the Owner
      may direct, but the Contractor shall not be required to employ persons
      or entities to whom the Contractor has reasonable objection.

      3.8.2    Unless otherwise provided in the Contract Documents:

           .1  allowances shall cover all costs of the Contractor (e.g.,
               labor, materials, equipment, freight, delivery, installation,
               general conditions, etc.), excluding only Fee and Gross Receipts
               taxes;

           .2  Contractor's Fee and Gross Receipts taxes attributable to stated
               allowances shall be included in the Guaranteed Maximum Price but
               not in the allowances;

           .3  whenever costs are more than or less than allowances, the
               Guaranteed Maximum Price shall be adjusted accordingly by
               Change Order. The amount of the Change Order shall reflect (1)
               the difference between actual costs and the allowances under
               Clause 3.8.2.1 and (2) changes in Contractor's costs under
               Clause 3.8.2.2.

      3.8.3 Materials and equipment under an allowance shall be selected by
      the Owner in sufficient time to avoid delay in the Work.

      3.9      SUPERINTENDENT

      3.9.1 The Contractor shall employ a competent superintendent and
      necessary assistants who shall be in attendance at the Project site
      during performance of the Work. The superintendent shall represent the
      Contractor, and communications given to the superintendent shall be as
      binding as if given to the Contractor. Important communications shall
      be confirmed in writing. Other communications shall be similarly
      confirmed on written request in each case.

      3.10     CONTRACTOR'S CONSTRUCTION SCHEDULES

      3.10.1 The Contractor, promptly after being awarded the Contract, shall
      prepare and submit for the Owner's and Architect's information a
      Contractor's construction schedule for the Work. The schedule shall not
      exceed time limits current under the Contract Documents, shall be
      revised at appropriate intervals as required by the conditions of the
      Work and Project, shall be related to the entire Project to the extent
      required by the Contract Documents, and shall provide for expeditious
      and practicable execution of the Work.

      3.10.2 The Contractor shall prepare and keep current, for the
      Architect's approval, a schedule of submittals which is coordinated
      with the Contractor's construction schedule and allows the Architect
      reasonable time to review submittals.

      3.10.3 The Contractor shall perform the Work in general accordance with
      the most recent schedules submitted to the Owner and Architect.

      3.11     DOCUMENTS AND SAMPLES AT THE SITE

      3.11.1 The Contractor shall maintain at the site for the Owner one
      record copy of the Drawings, Specifications, Addenda, Change Orders and
      other Modifications, in good order and marked currently to record field
      changes and selections made during construction, and one record copy of
      approved Shop Drawings, Product Data, Samples and similar required
      submittals. These shall be available to the Architect, and complete
      as-built drawings and specifications shall be delivered to the
      Architect for submittal to the Owner upon completion of the Work.

      3.12     SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

      3.12.1 Shop Drawings are drawings, diagrams, schedules and other data
      specially prepared for the Work by the Contractor or a Subcontractor,
      Sub-subcontractor, manufacturer, supplier or distributor to illustrate
      some portion of the Work.

                                       6
<PAGE>

      3.12.2 Product Data are illustrations, standard schedules, performance
      charts, instructions, brochures, diagrams and other information
      furnished by the Contractor to illustrate materials or equipment for
      some portion of the Work.

      3.12.3 Samples are physical examples which illustrate materials,
      equipment or workmanship and establish standards by which the Work will
      be judged.

      3.12.4 Shop Drawings, Product Data, Samples and similar submittals are
      not Contract Documents. The purpose of their submittal is to
      demonstrate for those portions of the Work for which submittals are
      required by the Contract Documents the way by which the Contractor
      proposes to conform to the information given and the design concept
      expressed in the Contract Documents. Review by the Architect is subject
      to the limitations of Subparagraph 4.2.7. Informational submittals upon
      which the Architect is not expected to take responsive action may be so
      identified in the Contract Documents. Submittals which are not required
      by the Contract Documents may be returned by the Architect without
      action.

      3.12.5 The Contractor shall review for compliance with the Contract
      Documents, approve and submit to the Architect Shop Drawings, Product
      Data, Samples and similar submittals required by the Contract Documents
      with reasonable promptness and in such sequence as to cause no delay in
      the Work or in the activities of the Owner or of separate contractors.
      Submittals which are not marked as reviewed for compliance with the
      Contract Documents and approved by the Contractor may be returned by
      the Architect without action.

      3.12.6 By approving and submitting Shop Drawings, Product Data, Samples
      and similar submittals, the Contractor represents that the Contractor
      has determined and verified materials, field measurements and field
      construction criteria related thereto, or will do so, and has checked
      and coordinated the information contained within such submittals with
      the requirements of the Work and of the Contract Documents.

      3.12.7 The Contractor shall perform no portion of the Work for which
      the Contract Documents require submittal and review of Shop Drawings,
      Product Data, Samples or similar submittals until the respective
      submittal has been approved by the Architect.

      3.12.8 The Work shall be in accordance with approved submittals except
      that the Contractor shall not be relieved of responsibility for
      deviations from requirements of the Contract Documents by the
      Architect's approval of Shop Drawings, Product Data, Samples or similar
      submittals unless the Contractor has specifically informed the
      Architect in writing of such deviation at the time of submittal and (1)
      the Architect has given written approval to the specific deviation as a
      minor change in the Work, or (2) a Change Order or Construction Change
      Directive has been issued authorizing the deviation. The Contractor
      shall not be relieved of responsibility for errors or omissions in Shop
      Drawings, Product Data, Samples or similar submittals by the
      Architect's approval thereof.

      3.12.9 The Contractor shall direct specific attention, in writing or on
      resubmitted Shop Drawings, Product Data, Samples or similar submittals,
      to revisions other than those requested by the Architect on previous
      submittals. In the absence of such written notice the Architect's
      approval of a resubmission shall not apply to such revisions.

      3.12.10 The Contractor shall not be required to provide professional
      services which constitute the practice of architecture or engineering
      unless such services are specifically required by the Contract
      Documents for a portion of the Work or unless the Contractor needs to
      provide such services in order to carry out the Contractor's
      responsibilities for construction means, methods, techniques, sequences
      and procedures. The Contractor shall not be required to provide
      professional services in violation of applicable law. If professional
      design services or certifications by a design professional related to
      systems, materials or equipment are specifically required of the
      Contractor by the Contract Documents, the Owner and the Architect will
      specify all performance and design criteria that such services must
      satisfy. The Contractor shall cause such services or certifications to
      be provided by a properly licensed design professional, whose signature
      and seal shall appear on all drawings, calculations, specifications,
      certifications, Shop Drawings and other submittals prepared by such
      professional. Shop Drawings and other submittals related to the Work
      designed or certified by such professional, if prepared by others,
      shall bear such professional's written approval when submitted to the
      Architect. The Owner and the Architect shall be entitled to rely upon
      the adequacy, accuracy and completeness of the services, certifications
      or approvals performed by such design professionals, provided the Owner
      and Architect have specified to the Contractor all performance and
      design criteria that such services must satisfy. Pursuant to this
      Subparagraph 3.12.10, the Architect will review, approve or take other

                                       7

<PAGE>

      appropriate action on submittals only for the limited purpose of
      checking for conformance with information given and the design concept
      expressed in the Contract Documents. The Contractor shall not be
      responsible for the adequacy of the performance or design criteria
      required by the Contract Documents.

      3.13     USE OF SITE

      3.13.1 The Contractor shall confine operations at the site to areas
      permitted by law, ordinances, permits and the Contract Documents and
      shall not unreasonably encumber the site with materials or equipment.

      3.14     CUTTING AND PATCHING

      3.14.1 The Contractor shall be responsible for cutting, fitting or
      patching required to complete the Work or to make its parts fit
      together properly.

      3.14.2 The Contractor shall not damage or endanger a portion of the
      Work or fully or partially completed construction of the Owner or
      separate contractors by cutting, patching or otherwise altering such
      construction, or by excavation. The Contractor shall not cut or
      otherwise alter such construction by the Owner or a separate contractor
      except with written consent of the Owner and of such separate
      contractor; such consent shall not be unreasonably withheld. The
      Contractor shall not unreasonably withhold from the Owner or a separate
      contractor the Contractor's consent to cutting or otherwise altering
      the Work.

      3.15     CLEANING UP

      3.15.1 The Contractor shall keep the premises and surrounding area free
      from accumulation of waste materials or rubbish caused by operations
      under the Contract. At completion of the Work, the Contractor shall
      remove from and about the Project waste materials, rubbish, the
      Contractor's tools, construction equipment, machinery and surplus
      materials.

      3.15.2 If the Contractor fails to clean up as provided in the Contract
      Documents, the Owner may do so and the cost thereof shall be charged to
      the Contractor.

      3.16     ACCESS TO WORK

      3.16.1 The Contractor shall provide the Owner and Architect access to
      the Work in preparation and progress wherever located.

      3.17     ROYALTIES, PATENTS AND COPYRIGHTS

      3.17.1 The Contractor shall pay all royalties and license fees. The
      Contractor shall defend suits or claims for infringement of copyrights
      and patent rights and shall hold the Owner and Architect harmless from
      loss on account thereof, but shall not be responsible for such defense
      or loss when a particular design, process or product of a particular
      manufacturer or manufacturers is required by the Contract Documents or
      where the copyright violations are contained in Drawings,
      Specifications or other documents prepared by the Owner or Architect.
      However, if the Contractor has reason to believe that the required
      design, process or product is an infringement of a copyright or a
      patent, the Contractor shall be responsible for such loss unless such
      information is promptly furnished to the Architect.

      3.18     INDEMNIFICATION

      3.18.1   [Not Used.]

Insert H: 3.18.1 To the fullest extent permitted by law, Contractor hereby
indemnifies and shall hold harmless Owner, and its employees or authorized
agents or representatives from and against any and all suits, actions, legal or
administrative proceedings, claims, demands, damages, liability, interest,
attorney's fees, costs and expenses of whatsoever kind or nature, whether
arising before or after completion of the work hereunder, resulting from
Contractor's negligent performance of this Agreement, except that the indemnity
and the hold harmless obligations of Contractor shall not be applicable to any
liability caused by the sole negligence of Owner, Architect or the agents or
employees of any of them.

Insert I:  DELETED

                                       8
<PAGE>

      3.18.2 In claims against any person or entity indemnified under this
      Paragraph 3.18 by an employee of the Contractor, a Subcontractor, anyone
      directly or indirectly employed by them or anyone for whose acts they may
      be liable, the indemnification obligation under Subparagraph 3.18.1 shall
      not be limited by a limitation on amount or type of damages, compensation
      or benefits payable by or for the Contractor or a Subcontractor under
      workers' compensation acts, disability benefit acts or other employee
      benefit acts.

Insert J: 3.19 It is agreed that Contractor shall be an independent contractor
and not an employee or agent of Owner in the performance of the work pursuant to
this Contract. Contractor's employees shall in no manner be or become entitled
to Owner employee status or employee benefits.

ARTICLE 4.        ADMINISTRATION OF THE CONTRACT

      4.1      ARCHITECT

      4.1.1 The Architect is the person lawfully licensed to practice
      architecture or an entity lawfully practicing architecture identified
      as such in the Agreement and is referred to throughout the Contract
      Documents as if singular in number. The term "Architect" means the
      Architect or the Architect's authorized representative.

      4.1.2 Duties, responsibilities and limitations of authority of the
      Architect as set forth in the Contract Documents shall not be
      restricted, modified or extended without written consent of the Owner,
      Contractor and Architect. Consent shall not be unreasonably withheld.

      4.1.3 If the employment of the Architect is terminated, the Owner shall
      employ a new Architect, or other designated (supervisory) inspection
      entity, against whom the Contractor has no reasonable objection and
      whose status under the Contract Documents shall be that of the former
      Architect.

      4.2      ARCHITECT'S ADMINISTRATION OF THE CONTRACT

      4.2.1 The Architect will provide administration of the Contract as
      described in the Contract Documents, and will be an Owner's
      representative (1) during construction, (2) until final payment is due
      and (3) with the Owner's concurrence, from time to time during the
      one-year period for correction of Work described in Paragraph 12.2. The
      Architect will have authority to act on behalf of the Owner only to the
      extent provided in the Contract Documents, unless otherwise modified in
      writing in accordance with other provisions of the Contract.

      4.2.2 The Architect, as a representative of the Owner, will visit the
      site at-intervals appropriate to the stage of the Contractor's
      operations (1) to become generally familiar with and to keep the Owner
      informed about the progress and quality of the portion of the Work
      completed, (2) to endeavor to guard the Owner against defects and
      deficiencies in the Work, and (3) to determine in general if the Work
      is being performed in a manner indicating that the Work, when fully
      completed, will be in accordance with the Contract Documents. The
      Architect will neither have control over or charge of, nor be
      responsible for, the construction means, methods, techniques, sequences
      or procedures, or for the safety precautions and programs in connection
      with the Work, since these are solely the Contractor's rights and
      responsibilities under the Contract Documents, except as provided in
      Subparagraph 3.3.1.

      4.2.3 The Architect will not be responsible for the Contractors failure to
      perform the Work in accordance with the requirements of the Contract
      Documents. The Architect will not have control over or charge of and will
      not be responsible for acts or omissions of the Contractor,
      Subcontractors, or their agents or employees, or any other persons or
      entities performing portions of the Work, provided the Architect has
      complied with Paragraph 4.2.2.

      4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION. Except as
      otherwise provided in the Contract Documents or when direct
      communications have been specially authorized, the Owner and Contractor
      shall endeavor to communicate with each other through the Architect
      about matters arising out of or relating to the Contract.
      Communications by and with the Architect's consultants shall be through
      the Architect. Communications by and with Subcontractors and material
      suppliers shall be through the Contractor. Communications by and with
      separate contractors shall be through the Owner.

      4.2.5 Based on the Architect's evaluations of the Contractor's
      Applications for Payment, the Architect will review and certify the
      amounts due the Contractor and will issue Certificates for Payment in
      such amounts.

                                       9
<PAGE>

      4.2.6 The Architect will have authority to reject Work that does not
      conform to the Contract Documents. Whenever the Architect considers it
      necessary or advisable, the Architect will have authority to require
      inspection or testing of the Work in accordance with Subparagraphs
      13.5.2 and 13.5.3, 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 or entities performing
      portions of the Work.

      4.2.7 The Architect will review and approve or take other appropriate
      action upon the 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 will be taken with such
      reasonable promptness as to cause no delay in the Work or in the
      activities of the Owner, Contractor or 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,
      all of which remain the responsibility of the Contractor as required by
      the Contract Documents. The Architect's review of the Contractor's
      submittals shall not relieve the Contractor of the obligations under
      Paragraphs 3.3, 3.5 and 3.12. The Architect's review shall not
      constitute approval of safety precautions or, unless otherwise
      specifically stated by the Architect, of any 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.

      4.2.8 The Architect will prepare Change Orders and Construction Change
      Directives, and may authorize minor changes in the Work as provided in
      Paragraph 7.4, provided notice of such minor changes is made by
      Architect to Owner.

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

      4.2.10 The Owner and Architect agree, the Architect will provide one or
      more project representatives to assist in carrying out the Architect's
      responsibilities at the site. The duties, responsibilities and
      limitations of authority of such project representatives shall be as
      set forth in an exhibit to be incorporated in the Contract Documents.

      4.2.11 The Architect will interpret and decide matters concerning
      performance under, and requirements of, the Contract Documents on
      written request of either the Owner or Contractor. The Architect's
      response to such requests will be made in writing within any time
      limits agreed upon or otherwise with reasonable promptness. If no
      agreement is made concerning the time within which interpretations
      required of the Architect shall be furnished in compliance with this
      Paragraph 4.2, then delay shall not be recognized on account of failure
      by the Architect to furnish such interpretations until 15 days after
      written request is made for them.

      4.2.12 Interpretations and decisions of the Architect will be
      consistent with the intent of and reasonably inferable from the
      Contract Documents and will be in writing or in the form of drawings.
      When making such interpretations and initial decisions, the Architect
      will endeavor to secure faithful performance by both Owner and
      Contractor, will not show partiality to either and will not be liable
      for results of interpretations or decisions so rendered in good faith.

      4.2.13 The Architect's decisions, subject to Owner's concurrence, on
      matters relating to aesthetic effect will be final if consistent with
      the intent expressed in the Contract Documents.

      4.3      CLAIMS AND DISPUTES

      4.3.1 DEFINITION. A Claim is a demand or assertion by one of the parties
      seeking, as a matter of right, adjustment or interpretation of Contract
      terms, payment of money, extension of time or other relief with respect to
      the terms of the Contract. The term "Claim" also includes other disputes
      and matters in question between the Owner and Contractor arising out of or
      relating to the Contract. Claims must be initiated by written notice. The
      responsibility to substantiate Claims shall rest with the party making the
      Claim.

                                       10

<PAGE>

      4.3.2 TIME LIMITS ON CLAIMS. Claims by either party must be initiated
      within 21 days after occurrence of the event giving rise to such Claim
      or within 21 days after the claimant first recognizes the condition
      giving rise to the Claim, whichever is later. Claims must be initiated
      by written notice to the Architect and the other party.

      4.3.3 CONTINUING CONTRACT PERFORMANCE. Pending final resolution of a Claim
      except as otherwise agreed in writing or as provided in Subparagraph 9.7.1
      and Article 14, the Contractor shall proceed diligently with performance
      of the Contract and the Owner shall continue to make payments in
      accordance with the Contract Documents.

      4.3.4 CLAIMS FOR CONCEALED OR UNKNOWN CONDITIONS. If conditions are
      encountered at the site which are (1) subsurface or otherwise concealed
      physical conditions which differ materially from those indicated in the
      Contract Documents or (2) unknown physical conditions of an unusual
      nature, which differ materially from those ordinarily found to exist and
      generally recognized as inherent in construction activities of the
      character provided for in the Contract Documents, then notice by the
      observing party shall be given to the other parties promptly before
      conditions are disturbed and in no event later than 21 days after first
      observance of the conditions. The Architect will promptly investigate
      such conditions and, if they differ materially and cause an increase or
      decrease in the Contractor's cost of, or time required for, performance
      of any part of the Work, will assist the Owner in developing an
      equitable adjustment in the Contract Sum or Contract Time, or both,
      that is acceptable to the Owner and Contractor, and any such adjustment
      shall be consistent with Contract provisions. If the Architect
      determines that the conditions at the site are not materially different
      from those indicated in the Contract Documents and that no change in
      the terms of the Contract is justified, the Architect shall so notify
      the Owner and Contractor in writing, stating the reasons. Claims by
      either party in opposition to such determination must be made within 21
      days after the Architect has given notice of the decision. If the
      conditions encountered are materially different, the Contract Sum and
      Contract Time shall be equitably adjusted, but if the Owner and
      Contractor cannot agree on an adjustment in the Contract Sum or
      Contract Time, the adjustment shall be referred to the Architect for
      initial determination, subject to further proceedings pursuant to
      Paragraph 4.4.

      4.3.5 CLAIMS FOR ADDITIONAL COST. If the Contractor wishes to make
      Claim for an increase in the Contract Sum, written notice as provided
      herein shall be given before proceeding to execute the Work and within
      ten (10) working days from the date Contractor discovers the event
      giving rise to the claim. Prior notice is not required for Claims
      relating to an emergency endangering life or property arising under
      Paragraph 10.6.

      4.3.6 If the Contractor believes additional cost is involved for reasons
      including but not limited to (1) a written interpretation from the
      Architect, (2) an order by the Owner to stop the Work where the Contractor
      was not at fault, (3) a written order for a minor change in the Work
      issued by the Architect, (4) failure of payment by the Owner, (5)
      termination of the Contract by the Owner, (6) Owner's suspension or (7)
      other reasonable grounds, Claim shall be filed in accordance with this
      Paragraph 4.3.

      4.3.7    CLAIMS FOR ADDITIONAL TIME

      4.3.7.1 If the Contractor wishes to make Claim for an increase in the
      Contract Time, written notice shall be given as soon as possible and
      within ten (10) working days of the event causing the delay. The
      Contractor's Claim shall include an estimate of cost and of probable
      effect of delay on progress of the Work. In the case of a continuing delay
      only one Claim is necessary.

      4.3.7.2 If adverse weather conditions are the basis for a Claim for
      additional time, such Claim shall be documented by data substantiating
      that weather conditions were abnormal for the period of time, could not
      have been reasonably anticipated and had an adverse effect on the
      scheduled construction.

      4.3.8 INJURY OR DAMAGE TO PERSON OR PROPERTY. If either party to the
      Contract suffers injury or damage to person or property because of an
      act or omission of the other party, or of others for whose acts such
      party is legally responsible, written notice of such injury or damage,
      whether or not insured, shall be given to the other party within a
      reasonable time not exceeding 21 days after discovery. The notice shall
      provide sufficient detail to enable the other party to investigate the
      matter.

      4.3.9 If unit prices are stated in the Contract Documents or
      subsequently agreed upon, and if quantities originally contemplated are
      materially changed in a proposed Change Order or Construction Change
      Directive so that application of such unit prices to quantities of Work
      proposed will cause substantial inequity to the Owner or Contractor,
      the applicable unit prices shall be equitably adjusted.

                                       11

<PAGE>

      4.3.10 CLAIMS FOR  CONSEQUENTIAL  DAMAGES.  Except as expressly
      provided  herein.  The  Contractor  and Owner waive  Claims  against
      each other for consequential damages arising out of or relating to this
      Contract.  This mutual waiver includes:

             .1  damages incurred by the Owner for rental expenses, for losses
                 of use, income, profit, financing, business and reputation,
                 and for loss of management or employee productivity or of the
                 services of such persons; and

             .2  damages incurred by the Contractor for principal office
                 expenses including the compensation of personnel stationed
                 there, for losses of financing, business and reputation, and
                 for loss of anticipated profit on Work not performed.

      This mutual waiver is applicable, without limitation, to all consequential
      damages due to either party's termination in accordance with Article 14.
      Nothing contained in this Subparagraph 4.3.10 shall be deemed to preclude
      an award of liquidated direct damages, when applicable, in accordance with
      the requirements of the Contract Documents.

      4.4      RESOLUTION OF CLAIMS AND DISPUTES

      4.4.1 DECISION OF ARCHITECT. Claims, including those alleging an error or
      omission by the Architect but excluding those arising under Paragraphs
      10.3 through 10.5, shall be referred initially to the Architect for
      decision and notice provided to Owner that a claim has been referred to
      the Architect if initiated by Contractor. An initial decision by the
      Architect shall be required as a condition precedent to final resolution
      of all Claims between the Contractor and Owner arising prior to the date
      final payment is due, unless 30 days have passed after the Claim has been
      referred to the Architect with no decision having been rendered by the
      Architect. The Architect will not decide disputes between the Contractor
      and persons or entities other than the Owner.

      4.4.2 The Architect will review Claims and within ten days of the
      receipt of the Claim take one or more of the following actions: (1)
      request additional supporting data from the claimant or a response with
      supporting data from the other party, (2) reject the Claim in whole or
      in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise
      the parties that the Architect is unable to resolve the Claim if the
      Architect lacks sufficient information to evaluate the merits of the
      Claim or if the Architect concludes that, in the Architect's sole
      discretion, it would be inappropriate for the Architect to resolve the
      Claim.

      4.4.3 In evaluating Claims, the Architect may, but shall not be
      obligated to, consult with or seek information from either party or
      from persons with special knowledge or expertise who may assist the
      Architect in rendering a decision. The Architect may request the Owner
      to authorize retention of such persons at the Owner's expense.

      4.4.4 If the Architect requests a party to provide a response to a
      Claim or to famish additional supporting data, such party shall
      respond, within ten days after receipt of such request, and shall
      either provide a response on the requested supporting data, advise the
      Architect when the response or supporting data will be furnished or
      advise the Architect that no supporting data will be furnished. Upon
      receipt of the response or supporting data, if any, the Architect will
      either reject or approve the Claim in whole or in part.

      4.4.5 The Architect will approve or reject Claims by written decision,
      which shall state the reasons therefor and which shall notify the
      parties of any change in the Contract Sum or Contract Time or both. The
      approval or rejection of a Claim by the Architect shall be final and
      binding on the parties but subject to mediation.

      4.4.6 When a written decision of the Architect states that (1) the
      decision is final but subject to mediation and (2) a demand for
      mediation of a Claim covered by such decision must be made within 30
      days after the date on which the party making the demand receives the
      final written decision, then failure to demand mediation within said 30
      days' period shall result in the Architect's decision becoming final
      and binding upon the Owner and Contractor. If the Architect renders a
      decision after arbitration proceedings have been initiated, such
      decision may be entered as evidence, but shall not supersede mediation
      proceedings unless the decision is acceptable to all parties concerned.

      4.4.7 Upon receipt of a Claim against the Contractor or at any time
      thereafter, the Architect or the Owner may, but is not obligated to,
      notify the surety, if any, of the nature and amount of the Claim. If
      the Claim

                                       12

<PAGE>

      relates to a possibility of a Contractor's default, the Architect or
      the Owner may, but is not obligated to, notify the surety and request
      the surety's assistance in resolving the controversy.

      4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the
      party asserting such Claim may proceed in accordance with applicable
      law to comply with the lien notice or filing deadlines prior to
      resolution of the Claim by the Architect, by mediation.

      4.5      MEDIATION

      4.5.1 Any Claim arising out of or related to the Contract, except Claims
      relating to aesthetic effect and except those waived as provided for in
      Subparagraphs 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by
      the Architect or 30 days after submission of the Claim to the Architect,
      be subject to mediation as a condition precedent to the institution of
      legal or equitable proceedings by either party.

      4.5.2 Either party may commence mediation by written notice to the other
      describing the matte in dispute. In the next five (5) days following such
      notice, the Owner and Contractor'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 impasse, and the Chief will
      discuss the impasse with the Contractor'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 the mediation process shall be deemed to
      be unsuccessful and either party shall be entitled to pursue its claim in
      the Choctaw Tribal Court.

      4.5.3    [Not Used.]

      4.6      ARBITRATION

      4.6.1    [Not Used.]

      4.6.2    [Not Used.]

      4.6.3    [Not Used.]

      4.6.4    [Not Used.]

      4.6.5    [Not Used.]

      4.6.6    [Not Used.]

ARTICLE 5. SUBCONTRACTORS

      5.1      DEFINITIONS

      5.1.1 A Subcontractor is a person or entity who has a direct contract
      with the Contractor to perform a portion of the Work at the site. The
      term "Subcontractor" is referred to throughout the Contract Documents
      as if singular in number and means a Subcontractor or an authorized
      representative of the Subcontractor. The term "Subcontractor" does not
      include a separate contractor or subcontractors of a separate
      contractor.

      5.1.2 A Sub-subcontractor is a person or entity who has a direct or
      indirect contract with a Subcontractor to perform a portion of the Work
      at the site. The term "Sub-subcontractor" is referred to throughout the
      Contract Documents as if singular in number and means a
      Sub-subcontractor or an authorized representative of the
      Sub-subcontractor.

      5.2     AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

      5.2.1 Unless otherwise stated in the Contract Documents or the bidding
      requirements, the Contractor, as soon as practicable after award of the
      Contract, shall furnish in writing to the Owner through the Architect the
      names of persons or entities (including those who are to furnish materials
      or equipment fabricated to a special design) proposed for each principal
      portion of the Work. The Architect will promptly reply to the Contractor

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<PAGE>

      in writing stating whether or not the Owner or the Architect, after due
      investigation, has reasonable objection to any such proposed person or
      entity. Failure of the Owner or Architect to reply promptly shall
      constitute notice of no reasonable objection.

      5.2.2 The Contractor shall not contract with a proposed person or
      entity to whom the Owner or Architect has made reasonable and timely
      objection. The Contractor shall not be required to contract with anyone
      to whom the Contractor has made reasonable objection.

      5.2.3 If the Owner or Architect has reasonable objection to a person or
      entity proposed by the Contractor, the Contractor shall propose another
      to whom the Owner or Architect has no reasonable objection. If the
      proposed but rejected Subcontractor was reasonably capable of
      performing the Work, the Contract Sum and Contract Time shall be
      increased or decreased by the difference, if any, occasioned by such
      change, and an appropriate Change Order shall be issued before
      commencement of the substitute Subcontractor's Work. However, no
      increase in the Contract Sum or Contract Time shall be allowed for such
      change unless the Contractor has acted promptly and responsively in
      submitting names as required.

      5.2.4 The Contractor shall not change a Subcontractor, person or entity
      previously selected if the Owner or Architect makes reasonable objection
      to such substitute.

      5.3      SUBCONTRACTUAL RELATIONS

      5.3.1 By appropriate agreement, written where legally required for
      validity, the Contractor shall require each Subcontractor, to the
      extent of the Work to be performed by the Subcontractor, to be bound to
      the Contractor by terms of the Contract Documents, and to assume toward
      the Contractor all the obligations and responsibilities, including the
      responsibility for safety of the Subcontractor's Work, which the
      Contractor, by these Documents, assumes toward the Owner and Architect.
      Each subcontract agreement shall preserve and protect the rights of the
      Owner and Architect under the Contract Documents with respect to the
      Work to be performed by the Subcontractor so that subcontracting
      thereof will not prejudice such rights, and shall allow to the
      Subcontractor, unless specifically provided otherwise in the
      subcontract agreement, the benefit of all rights, remedies and redress
      against the Contractor that the Contractor, by the Contract Documents,
      has against the Owner. Where appropriate, the Contractor shall require
      each Subcontractor to enter into similar agreements with
      Sub-subcontractors. The Contractor shall make available to each
      proposed Subcontractor, prior to the execution of the subcontract
      agreement, copies of the Contract Documents to which the Subcontractor
      will be bound, and, upon written request of the Subcontractor, identify
      to the Subcontractor terms and conditions of the proposed subcontract
      agreement which may be at variance with the Contract Documents.
      Subcontractors will similarly make copies of applicable portions of
      such documents available to their respective proposed Sub-
      subcontractors.

      5.4      CONTINGENT ASSIGNMENT OF SUBCONTRACTS

      5.4.1 Each subcontract agreement for a portion of the Work is assigned
      by the Contractor to the Owner provided that:

            .1  assignment is effective only after termination of the Contract
                by the Owner for cause pursuant to Paragraph 14.2 and only for
                those  subcontract agreements which the Owner accepts by
                notifying the Subcontractor and Contractor in writing; and

            .2  assignment is subject to the prior rights of the surety, if
                any, obligated under bond relating to the Contract.

      5.4.2    [Not Used.]

ARTICLE 6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

      6.1      OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE
      CONTRACTS

      6.1.1 The Owner reserves the right to perform construction or
      operations related to the Project with the Owner's own forces, and to
      award separate contracts in connection with other portions of the
      Project or other construction or operations on the site under
      Conditions of the Contract identical or substantially similar to

                                       14


<PAGE>

      these including those portions related to insurance and waiver of
      subrogation. If the Contractor claims that delay or additional cost is
      involved because of such action by the Owner, the Contractor shall make
      such Claim as provided in Paragraph 4.3.

      6.1.2 When separate contracts are awarded for different portions of the
      Project or other construction or operations on the site, the term
      "Contractor" in the Contract Documents in each case shall mean the
      Contractor who executes each separate Owner-Contractor Agreement.

      6.1.3 The Owner shall provide for coordination of the activities of the
      Owner's own forces and of each separate contractor with the Work of the
      Contractor, who shall cooperate with them. The Contractor shall
      participate with other separate contractors and the Owner in reviewing
      their construction schedules when directed to do so. The Contractor
      shall make any revisions to the construction schedule deemed necessary
      after a joint review and mutual agreement. The construction schedules
      shall then constitute the schedules to be used by the Contractor,
      separate contractors and the Other until subsequently revised.

      6.1.4 Unless otherwise provided in the Contract Documents, when the
      Owner performs construction or operations related to the Project with
      the Owner's own forces, the Owner shall be deemed to be subject to the
      same obligations and to have the same rights which apply to the
      Contractor under the Conditions of the Contract, including, without
      excluding others, those stated in Article 3, this Article 6 and
      Articles 10 and 12.

      6.2      MUTUAL RESPONSIBILITY

      6.2.1 The Contractor shall afford the Owner and separate contractors
      reasonable opportunity for introduction and storage of their materials
      and equipment and performance of their activities, and shall connect
      and coordinate the Contractor's construction and operations with theirs
      as required by the Contract Documents.

      6.2.2 If part of the Contractor's Work depends for proper execution or
      results upon construction or operations by the Owner or a separate
      contractor, the Contractor shall, prior to proceeding with that portion
      of the Work. promptly report to the Architect apparent discrepancies or
      defects in such other construction that would render it unsuitable for
      such proper execution and results. Failure of the Contractor so to
      report shall constitute an acknowledgment that the Owner's or separate
      contractors completed or partially completed construction is fit and
      proper to receive the Contractor's Work, except as to defects not then
      reasonably discoverable.

      6.2.3 The Owner shall be reimbursed by the Contractor for costs
      incurred by the Owner which are payable to a separate contractor
      because of delays, improperly timed activities or defective
      construction of the Contractor. The Owner shall be responsible to the
      Contractor for costs incurred by the Contractor because of delays,
      improperly timed activities, damage to the Work or defective
      construction of a separate contractor.

      6.2.4 The Contractor shall promptly remedy damage wrongfully caused by
      the Contractor to completed or partially completed construction or to
      property of the Owner or separate contractors as provided in
      Subparagraph 10.2.5.

      6.2.5 The Owner and each separate contractor shall have the same
      responsibilities for cutting and patching as are described for the
      Contractor in Subparagraph 3.14.

      6.3      OWNER'S RIGHT TO CLEAN UP

      6.3.1 If a dispute arises among the Contractor, separate contractors
      and the Owner as to the responsibility under their respective contracts
      for maintaining the premises and surrounding area free from waste
      materials and rubbish, the Owner may clean up and the Architect will
      allocate the cost among those responsible.

ARTICLE 7. CHANGES IN THE WORK

      7.1      GENERAL

      7.1.1 Changes in the Work may be accomplished after execution of the
      Contract, and without invalidating the Contract, by Change Order,
      Construction Change Directive or order for a minor change in the Work,
      subject to the limitations stated in this Article 7 and elsewhere in
      the Contract Documents.

                                       15
<PAGE>

      7.1.2 A Change Order shall be based upon agreement among the Owner,
      Contractor and Architect; a Construction Change Directive requires
      agreement by the Owner and Architect and may or may not be agreed to by
      the Contractor, an order for a minor change in the Work may be issued
      by the Architect alone.

      7.1.3 Changes in the Work shall be performed under applicable
      provisions of the Contract Documents, and the Contractor shall proceed
      promptly, unless otherwise provided in the Change Order, Construction
      Change Directive or order for a minor change in the Work.

      7.2      CHANGE ORDERS

      7.2.1 A Change Order is a written instrument prepared by the Architect
      and signed by the Owner, Contractor and Architect, stating their
      agreement upon all of the following:

            .1  change in the Work;

            .2  the amount of the adjustment, if any, in the Contractor's Fee
                or the Guaranteed Maximum Price; and

            .3  the extent of the adjustment, if any, in the Contract Time.

      7.2.2 Methods used in determining adjustments to the Contractor's Fee
      or the Guaranteed Maximum Price may include those listed in
      Subparagraph 7.3.3.

      7.3      CONSTRUCTION CHANGE DIRECTIVES

      7.3.1 A Construction Change Directive is a written order prepared by
      the Architect and signed by the Owner and Architect, directing a change
      in the Work prior to agreement on adjustment, if any, in the Contract
      Sum or Contract Time, or both. The Owner may by Construction Change
      Directive, without invalidating the Contract, order changes in the Work
      within the general scope of the Contract consisting of additions,
      deletions or other revisions, the Contract Sum and Contract Time being
      adjusted accordingly.

      7.3.2 A Construction Change Directive shall be used in the absence of
      total agreement on the terms of a Change Order.

      7.3.3 If the Construction Change Directive provides for an adjustment
      to the Contractor's Fee or the Guaranteed Maximum Price, the adjustment
      shall be based on one of the following methods:

            .1  mutual acceptance of a lump sum properly itemized and
                supported by sufficient substantiating data to permit
                evaluation;

            .2  unit prices stated in the Contract Documents or subsequently
                agreed upon;

            .3  cost to be determined in a manner agreed upon by the parties
                and a mutually acceptable fixed or percentage fee; or

            .4  as provided in Subparagraph 7.3.6.

      7.3.4 Upon receipt of a Construction Change Directive, the Contractor
      shall promptly proceed with the change in the Work involved and advise
      the Architect of the Contractor's agreement or disagreement with the
      method, if any, provided in the Construction Change Directive for
      determining the proposed adjustment in the Contractor's Fee or the
      Guaranteed Maximum Price or Contract Time.

      7.3.5 A Construction Change Directive signed by the Contractor
      indicates the agreement of the Contractor therewith, including
      adjustment in Contractor's Fee or the Guaranteed Maximum Price and
      Contract Time or the method for determining them. Such agreement shall
      be effective immediately and shall be recorded as a Change Order.

      7.3.6 If the Contractor does not respond promptly or disagrees with the
      method for adjustment in the Contractor's Fee or the Guaranteed Maximum
      Price, the method and the adjustment shall be determined by the
      Architect on the basis of reasonable expenditures and savings of those
      performing the Work attributable to the

                                       16
<PAGE>

      change, including, in case of an increase in the Contractor's Fee or
      the Guaranteed Maximum Price, a reasonable allowance for overhead and
      profit. In such case, and also under Clause 7.3.3.3, the Contractor
      shall keep and present, in such form as the Architect may prescribe, an
      itemized accounting together with appropriate supporting data. Unless
      otherwise provided in the Contract Documents, costs for the purposes of
      this Subparagraph 7.3.6 shall be limited to the following:

            .1  costs of labor, including social security, old age and
                unemployment insurance, fringe benefits required by agreement
                or custom, and workers' compensation insurance;

            .2  costs of materials, supplies and equipment, including cost of
                transportation, whether incorporated or consumed;

            .3  rental costs of machinery and equipment, exclusive of hand
                tools, whether rented from the Contractor or others;

            .4  costs of premiums for all bonds and insurance, permit fees,
                and sales, use or similar taxes related to the Work; and

            .5  additional costs of supervision and field office personnel
                directly attributable to the change.

      7.3.7 The amount of credit to be allowed by the Contractor to the Owner
      for a deletion or change which results in a net decrease in the
      Contract Sum shall be actual net cost as confirmed by the Architect and
      approved by the Owner. When both additions and credits covering related
      Work or substitutions are involved in a change, the allowance for
      overhead and profit shall be figured on the basis of net increase, if
      any, with respect to that change.

      7.3.8 Pending final determination of the total cost of a Construction
      Change Directive to the Owner, amounts not in dispute for such changes
      in the Work shall be included in Applications for Payment accompanied
      by a Change Order indicating the parties' agreement with part or all of
      such costs. For any portion of such cost that remains in dispute, the
      Architect will make an interim determination for purposes of monthly
      certification for payment for those costs. That determination of cost
      shall adjust the Contract Sum on the same basis as a Change Order,
      subject to the right of either party to disagree and assert a claim in
      accordance with Article 4.

      7.3.9 When the Owner and Contractor agree with the determination made
      by the Architect concerning the adjustments in the Guaranteed Maximum
      Price or the Contractor's Fee and Contract Time, or otherwise reach
      agreement upon the adjustments, such agreement shall be effective
      immediately and shall be recorded by preparation and execution of an
      appropriate Change Order.

      7.4      MINOR CHANGES IN THE WORK

      7.4.1 The Architect will have authority to order, subject to approval
      of the Owner, minor changes in the Work not involving adjustment in the
      Contract Sum or extension of the Contract Time and not inconsistent
      with the intent of the Contract Documents. Such changes shall be
      effected by written order and shall be binding on the Owner and
      Contractor. The Contractor shall carry out such written orders promptly.

ARTICLE 8. TIME

      8.1      DEFINITIONS

      8.1.1 Unless otherwise provided, Contract Time is the period of time,
      including authorized adjustments, allotted in the Contract Documents
      for Substantial Completion of the Work.

      8.1.2 The date of commencement of the Work is the date established in
      the Agreement.

      8.1.3 The date of Substantial Completion is the date certified by the
      Architect in accordance with Paragraph 9.8.

      8.1.4 The term "day" as used in the Contract Documents shall mean
      calendar day unless otherwise specifically defined.

                                       17
<PAGE>

      8.2      PROGRESS AND COMPLETION

      8.2.1 Time limits stated in the Contract Documents are of the essence
      of the Contract. By executing the Agreement the Contractor confirms
      that the Contract Time is a reasonable period for performing the Work.

      8.2.2 The Contractor shall not knowingly, except by agreement or
      instruction of the Owner in writing, prematurely commence operations on
      the site or elsewhere prior to the effective date of insurance required
      by Article II to be furnished by the Contractor and Owner. The date of
      commencement of the Work shall not be changed by the effective date of
      such insurance. Unless the date of commencement is established by the
      Contract Documents or a notice to proceed given by the Owner, the
      Contractor shall notify the Owner in writing not less than five days or
      other agreed period before commencing the Work to permit the timely
      filing of mortgages, mechanic's liens and other security interests.

      8.2.3 The Contractor shall proceed expeditiously with adequate forces
      and shall achieve Substantial Completion within the Contract Time.

      8.3      DELAYS AND EXTENSIONS OF TIME

      8.3.1 If the Contractor's performance of this Contract is prevented or
      delayed by any cause, existing or future, which is beyond the
      reasonable control and without the fault of negligence of Contractor
      and which condition was not foreseeable by Contractor at the time this
      Contract was entered into, Contractor shall, within ten (10) days of
      the commencement of any such delay. give to the Architect and Owner
      written notice thereof and of the anticipated results thereof. Within
      ten (10) days after the termination of any such delay Contractor shall
      file a written notice with the Architect and Owner specifying the
      actual duration of the delay. Failure to give either of the above
      notices shall be sufficient grounds for denial of an extension of time.
      If Owner and Architect determine that the delay was beyond the control
      and without the fault or negligence of Contractor and not foreseeable
      by Contractor at the time this Contract was entered into, the time of
      performance of this Contract shall be extended accordingly. If in the
      opinion of the Architect and Owner the claimed delay does not affect
      overall performance of the work, no extension of time will be granted.

      8.3.2 Claims relating to time shall be made in accordance with
      applicable provisions of Paragraph 4.3.

      8.3.3 This Paragraph 8.3 does not preclude recovery of damages for
      delay by either party under other provisions of the Contract Documents.

ARTICLE 9. PAYMENTS AND COMPLETION

      9.1      CONTRACT SUM

      9.1.1 The Contract Sum is stated in the Agreement and, including
      authorized adjustments, is the total amount payable by the Owner to the
      Contractor for performance of the Work under the Contract Documents.
      The Guaranteed Maximum Price and the Contractor's Fee have the meaning
      set forth in Article 5 of the Agreement (AIA Document A111-1997 as
      amended).

      9.2      SCHEDULE OF VALUES

      9.2.1 Before the first Application for Payment, the Contractor shall
      submit to the Architect a schedule of values allocated to various
      portions of the Work, prepared in such form and supported by such data
      to substantiate its accuracy as the Architect may require. This
      schedule, unless objected to by the Architect, shall be used as a basis
      for reviewing the Contractor's Applications for Payment.

      9.3      APPLICATIONS FOR PAYMENT

      9.3.1 At least ten days before the date established for each progress
      payment, the Contractor shall submit to the Architect an itemized
      Application for Payment for operations completed in accordance with the
      schedule of values. Such application shall be notarized, if required,
      and supported by such data substantiating the Contractor's right to
      payment as the Owner or Architect may require, such as copies of
      requisitions from Subcontractors and material suppliers, and reflecting
      retainage if provided for in the Contract Documents.

                                       18
<PAGE>

      9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include
      requests for payment on account of changes in the Work which have been
      properly authorized by Construction Change Directives, or by interim
      determinations of the Architect, but not yet included in Change Orders.

      9.3.1.2 Such applications may not include requests for payment for
      portions of the Work for which the Contractor does not intend to pay to a
      Subcontractor or material supplier, unless such Work has been performed by
      others whom the Contractor intends to pay.

      9.3.2 Unless otherwise provided in the Contract Documents, payments
      shall be made on account of materials and equipment delivered and
      suitably stored at the site for subsequent incorporation in the Work.
      If approved in advance by the Owner, payment may similarly be made for
      materials and equipment suitably stored off the site at a location
      agreed upon in writing. Payment for materials and equipment stored on
      or off the site shall be conditioned upon compliance by the Contractor
      with procedures satisfactory to the Owner to establish the Owner's
      title to such materials and equipment or otherwise protect the Owner's
      interest, and shall include the costs of applicable insurance, storage
      and transportation to the site for such materials and equipment stored
      off the site.

      9.3.3 The Contractor warrants that title to all Work covered by an
      Application for Payment will pass to the Owner no later than the time
      of payment. The Contractor further warrants that upon submittal of an
      Application for Payment all Work for which Certificates for Payment
      have been previously issued and payments received from the Owner shall,
      to the best of the Contractor's knowledge, information and belief, be
      free and clear of liens, claims. security interests or encumbrances in
      favor of the Contractor, Subcontractors, material suppliers, or other
      persons or entities making a claim by reason of having provided labor,
      materials and equipment relating to the Work.

      9.4      CERTIFICATES FOR PAYMENT

      9.4.1 The Architect will, within seven days after receipt of the
      Contractor's Application for Payment, either issue to the Owner a
      Certificate for Payment, with a copy to the Contractor, for such amount
      as the Architect determines is properly due, or notify the Contractor
      and Owner in writing of the Architect's reasons for withholding
      certification in whole or in part as provided in Subparagraph 9.5.1.

      9.4.2 The issuance of a Certificate for Payment will constitute a
      representation by the Architect to the Owner, based on the Architect's
      evaluation of the Work and the data comprising the 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, the
      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 correction of minor
      deviations from the Contract Documents prior to completion and to
      specific qualifications expressed by the Architect. The issuance of a
      Certificate for Payment will further constitute a representation that
      the Contractor is entitled to payment in the amount certified. However,
      the issuance of a Certificate for Payment will not be a representation
      that the Architect has (1) made exhaustive or continuous on-site
      inspections, unless provisions have been made to provide a full time
      project representative, to check the quality or quantity of the Work,
      (2) reviewed construction means, methods, techniques, sequences or
      procedures, (3) reviewed copies of requisitions received from
      Subcontractors and material suppliers and other data requested by the
      Owner to substantiate the Contractors right to payment, or (4) made
      examination to ascertain how or for what purpose the Contractor has
      used money previously paid on account of the Contract Sum.

      9.5      DECISIONS TO WITHHOLD CERTIFICATION

      9.5.1 The Architect may withhold a Certificate for Payment in whole or
      in part, to the extent reasonably necessary to protect the Owner, if in
      the Architect's opinion the representations to the Owner required by
      Subparagraph 9.4.2 cannot be made. If the Architect is unable to
      certify payment in the amount of the Application, the Architect will
      notify the Contractor and Owner as provided in Subparagraph 9.4.1. If
      the Contractor and Architect cannot agree on a revised amount, the
      Architect will promptly issue a Certificate for Payment for the amount
      for which the Architect is able to make such representations to the
      Owner. The Architect may also withhold a Certificate for Payment or,
      because of subsequently discovered evidence, may nullify the whole or a
      part of a Certificate for Payment previously issued, to such extent as
      may be necessary in the Architect's opinion to protect the Owner from
      loss for which the Contractor is responsible, including loss resulting
      from acts and omissions described in Subparagraph 3.3.2, because of:

                                       19
<PAGE>

            .1  defective Work not remedied;

            .2  third party claims filed or reasonable evidence indicating
                probable filing of such claims unless security acceptable to
                the Owner is provided by the Contractor;

            .3  failure of the Contractor to make payments properly to
                Subcontractors or for labor, materials or equipment;

            .4  reasonable evidence that the Work cannot be completed for the
                unpaid balance of the Contract Sum;

            .5  damage to the Owner or another contractor;

            .6  reasonable  evidence that the Work will not be completed
                within the Contract Time, and that the unpaid balance would not
                be adequate to cover actual or liquidated damages for the
                anticipated delay; or

            .7  persistent failure to carry out the Work in accordance with
                the Contract Documents.

      9.5.2 When the above reasons for withholding certification are removed,
      certification will be made for amounts previously withheld.

      9.6      PROGRESS PAYMENTS

      9.6.1 After the Architect has issued a Certificate for Payment, the
      Owner shall make payment in the manner and within the time provided in
      the Contract Documents, and shall so notify the Architect.

      9.6.2 The Contractor shall promptly pay each Subcontractor, upon
      receipt of payment from the Owner, out of the amount paid to the
      Contractor on account of such Subcontractor's portion of the Work, the
      amount to which said Subcontractor is entitled, reflecting percentages
      actually retained from payments to the Contractor on account of such
      Subcontractor's portion of the Work. The Contractor shall, by
      appropriate agreement with each Subcontractor, require each
      Subcontractor to make payments to Sub-subcontractors in a similar
      manner.

      9.6.3 The Architect will, on request, furnish to a Subcontractor, if
      practicable, information regarding percentages of completion or amounts
      applied for by the Contractor and action taken thereon by the Architect
      and Owner on account of portions of the Work done by such Subcontractor.

      9.6.4 Neither the Owner nor Architect shall have an obligation to pay
      or to see to the payment of money to a Subcontractor except as may
      otherwise be required by law.

      9.6.5 Payment to material suppliers shall be treated in a manner
      similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4.

      9.6.6 A Certificate for Payment, a progress payment, or partial or
      entire use or occupancy of the Project by the Owner shall not
      constitute acceptance of Work not in accordance with the Contract
      Documents.

      9.6.7 Unless the Contractor provides the Owner with a payment bond in
      the full penal sum of the Contract Sum, payments received by the
      Contractor for Work properly performed by Subcontractors and suppliers
      shall be held by the Contractor for those Subcontractors or suppliers
      who performed Work or furnished materials, or both, under contract with
      the Contractor for which payment was made by the Owner. Nothing
      contained herein shall require money to be placed in a separate account
      and not commingled with money of the Contractor, shall create any
      fiduciary liability or tort liability on the part of the Contractor for
      breach of trust or shall entitle any person or entity to an award of
      punitive damages against the Contractor for breach of the requirements
      of this provision.

      9.7      FAILURE OF PAYMENT

      9.7.1 If the Architect does not issue a Certificate for Payment,
      through no fault of the Contractor, within seven days after receipt of
      the Contractor's Application for Payment, or if the Owner does not pay
      the Contractor within seven days after the date established in the
      Contract Documents the amount certified by the

                                       20
<PAGE>

      Architect or agreed to through mediation or awarded by the Tribal
      Court, then the Contractor may, upon seven additional days' written
      notice to the Owner and Architect, stop the Work until payment of the
      amount owing has been received. The Contract Time shall be extended
      appropriately and the Contract Sum shall be increased by the amount of
      the Contractor's reasonable costs of shut-down, delay and start-up,
      plus interest as provided for in the Contract Documents.

      9.8      SUBSTANTIAL COMPLETION

      9.8.1 Substantial Completion is the stage in the progress of the Work
      when the Work or designated portion thereof is sufficiently complete in
      accordance with the Contract Documents so that the Owner can occupy or
      utilize the Work for its intended use.

      9.8.2 When the Contractor considers that the Work, or a portion thereof
      which the Owner agrees to accept separately, is substantially complete,
      the Contractor shall prepare and submit to the Architect a
      comprehensive list of items to be completed or corrected prior to final
      payment. Failure to include an item on such list does not alter the
      responsibility of the Contractor to complete all Work in accordance
      with the Contract Documents.

      9.8.3 Upon receipt of the Contractor's list, the Architect will make an
      inspection to determine whether the Work or designated portion thereof is
      substantially complete. If the Architect's inspection discloses any item,
      whether or not included on the Contractor's list, which is not
      sufficiently complete in accordance with the Contract Documents so that
      the Owner can occupy or utilize the Work or designated portion thereof for
      its intended use, the Contractor shall, before issuance of the Certificate
      of Substantial Completion, complete or correct such item upon notification
      by the Architect. In such case, the Contractor shall then submit a request
      for another inspection by the Architect to determine Substantial
      Completion.

      9.8.4 When the Work or designated portion thereof is substantially
      complete, the Architect will prepare a Certificate of Substantial
      Completion which shall establish the date of Substantial Completion,
      shall establish responsibilities of the Owner and Contractor for
      security, maintenance, heat, utilities, damage to the Work and
      insurance, and shall fix the time within which the Contractor shall
      finish all items on the list accompanying the Certificate. Warranties
      required by the Contract Documents shall commence on the date of
      Substantial Completion of the Work or designated portion thereof unless
      otherwise provided in the Certificate of Substantial Completion.

      9.8.5 The Certificate of Substantial Completion shall be submitted to
      the Owner and Contractor for their written acceptance of
      responsibilities assigned to them in such Certificate. Upon such
      acceptance and consent of surety, if any, the Owner shall make payment
      of retainage applying to such Work or designated portion thereof. Such
      payment shall be adjusted for Work that is incomplete or not in
      accordance with the requirements of the Contract Documents.

      9.9      PARTIAL OCCUPANCY OR USE

      9.9.1 The Owner may occupy or use any completed or partially completed
      portion of the Work at any stage when such portion is designated by
      separate agreement with the Contractor, provided such occupancy or use
      is consented to by the insurer as required under Clause 11.4.1.5 and
      authorized by public authorities having jurisdiction over the Work.
      Such partial occupancy or use may commence whether or not the portion
      is substantially complete, provided the Owner and Contractor have
      accepted in writing the responsibilities assigned to each of them for
      payments, retainage, if any, security, maintenance, heat, utilities,
      damage to the Work and insurance, and have agreed in writing concerning
      the period for correction of the Work and commencement of warranties
      required by the Contract Documents. When the Contractor considers a
      portion substantially complete, the Contractor shall prepare and submit
      a list to the Architect as provided under Subparagraph 9.8.2. Consent
      of the Contractor to partial occupancy or use shall not be unreasonably
      withheld. The stage of the progress of the Work shall be determined by
      written agreement between the Owner and Contractor.

      9.9.2 Immediately prior to such partial occupancy or use, the Owner,.
      Contractor and Architect shall jointly inspect the area to be occupied
      or portion of the Work to be used in order to determine and record the
      condition of the Work.

      9.9.3 Unless otherwise agreed upon, partial occupancy or use of a
      portion or portions of the Work shall not constitute acceptance of Work
      not complying with the requirements of the Contract Documents.

                                       21
<PAGE>

      9.10     FINAL COMPLETION AND FINAL PAYMENT

      9.10.1 Upon receipt of written notice that the Work is ready for final
      inspection and acceptance and upon receipt of a final Application for
      Payment, the Architect will promptly make such inspection and, when the
      Architect finds the Work acceptable under the Contract Documents and the
      Contract fully performed, the Architect will promptly issue a final
      Certificate for Payment stating that to the best of the Architect's
      knowledge, information and belief, and on the basis of the Architect's
      on-site visits and inspections, the Work has been completed in accordance
      with terms and conditions of the Contract Documents and that the entire
      balance found to be due the Contractor and noted in the final Certificate
      is due and payable. The Architect's final Certificate for Payment will
      constitute a further representation that conditions listed in Subparagraph
      9.10.2 as precedent to the Contractor's being entitled to final payment
      have been fulfilled.

      9.10.2 Neither final payment nor any remaining retained percentage
      shall become due until the Contractor submits to the Architect (1) an
      affidavit that payrolls, bills for materials and equipment, and other
      indebtedness connected with the Work for which the Owner or the Owner's
      property might be responsible or encumbered (less amounts withheld by
      Owner) have been paid or will be paid as follows: (a) with respect to
      previous Applications for Payment for which the Contractor has received
      payments required here under, such indebtedness has been paid or
      otherwise satisfied and (b) with respect to the Application for Final
      Payment or other Application for Payment for which the Contractor has
      not received payment required here under, such indebtedness will be
      paid only as a conditions precedent, promptly after the Contractor's
      actual receipt of payment then due from the Owner, (2) a certificate
      evidencing that insurance required by the Contract Documents to remain
      in force after final payment is currently in effect and will not be
      canceled or allowed to expire until at least 30 days' prior written
      notice has been given to the Owner, (3) a written statement that the
      Contractor knows of no substantial reason that the insurance will not
      be renewable to cover the period required by the Contract Documents,
      (4) consent of surety, if any, to final payment and (5), if required by
      the Owner, other data establishing payment or satisfaction of
      obligations, such as receipts, releases and waivers of liens, claims,
      security interests or encumbrances arising out of the Contract to the
      extent and in such form as may be designated by the Owner. If a
      Subcontractor refuses to furnish a release or waiver required by the
      Owner, the Contractor may furnish a bond satisfactory to the Owner to
      indemnify the Owner against such lien. If such lien remains unsatisfied
      after payments are made, the Contractor shall refund to the Owner all
      money that the Owner may be compelled to pay in discharging such lien,
      including all costs and reasonable attorneys' fees.

      9.10.3 If, after Substantial Completion of the Work, final completion
      thereof is materially delayed through no fault of the Contractor or by
      issuance of Change Orders affecting final completion, and the Architect
      so confirms, the Owner shall, upon application by the Contractor and
      certification by the Architect, and without terminating the Contract,
      make payment of the balance due for that portion of the Work fully
      completed and accepted. If the remaining balance for Work not fully
      completed or corrected is less than retainage stipulated in the
      Contract Documents, and if bonds have been furnished, the written
      consent of surety to payment of the balance due for that portion of the
      Work fully completed and accepted shall be submitted by the Contractor
      to the Architect prior to certification of such payment. Such payment
      shall be made under terms and conditions governing final payment,
      except that it shall not constitute a waiver of claims.

      9.10.4 The making of final payment shall constitute a waiver of Claims
      by the Owner except those arising from:

             .1  liens, Claims, security interests or encumbrances arising
                 out of the Contract and unsettled;

             .2  failure of the Work to comply with the requirements of the
                 Contract Documents; or

             .3  terms of special warranties required by the Contract Documents.

      9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or
      material supplier shall constitute a waiver of claims by that payee except
      those previously made in writing and identified by that payee as unsettled
      at the time of final Application for Payment.

Insert K: 9.10.6 Nothing in the Agreement or other Contract Documents is
intended nor may be construed to waive, abridge or adversely affect Contractor's
right to make the Contractor's actual receipt of payment from the Owner a
condition precedent to the Contractor's payment (whether progress, final, or any
other payment) to subcontractors, suppliers, or other contractees. If the
Contractor or its contractees are required to submit affidavits

                                       22
<PAGE>

of payment, waivers of rights, releases of claims, or the like, such
requirements will not be deemed effective as to unpaid contract balances and
retainage until same are actually received by the Contractor from the Owner.

ARTICLE 10. PROTECTION OF PERSONS AND PROPERTY

      10.1     SAFETY PRECAUTIONS AND PROGRAMS

      10.1.1 The Contractor shall be responsible for initiating, maintaining and
      supervising all safety precautions and programs in connection with the
      performance of the Contract.

      10.2     SAFETY OF PERSONS AND PROPERTY

      10.2.1 The Contractor shall take reasonable precautions for safety of,
      and shall provide reasonable protection to prevent damage, injury or
      loss to:

            .1  employees on the Work and other persons who may be affected
                thereby;

            .2  the Work and materials and equipment to be incorporated therein,
                whether in storage on or off the site, under care, custody or
                control of the Contractor or the Contractor's Subcontractors or
                Sub-subcontractors; and

            .3  other property at the site or adjacent thereto, such as trees,
                shrubs, lawns, walks, pavements, roadways, structures and
                utilities not designated for removal, relocation or
                replacement in the course of construction.

      10.2.2 The Contractor shall give notices and comply with applicable laws,
      ordinances, rules, regulations and lawful orders of public authorities
      bearing on safety of persons or property or their protection from damage,
      injury or loss.

      10.2.3 The Contractor shall erect and maintain, as required by existing
      conditions and performance of the Contract, reasonable safeguards for
      safety and protection, including posting danger signs and other warnings
      against hazards, promulgating safety regulations and notifying owners and
      users of adjacent sites and utilities.

      10.2.4 When use or storage of explosives or other hazardous materials or
      equipment or unusual methods are necessary for execution of the Work, the
      Contractor shall exercise utmost care and carry on such activities under
      supervision of properly qualified personnel.

      10.2.5 The Contractor shall promptly remedy damage and loss (other than
      damage or loss insured under property insurance required by the
      Contract Documents) to property referred to in Clauses 10.2.1.2 and
      10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor,
      a Sub-subcontractor, or anyone directly or indirectly employed by any
      of them, or by anyone for whose acts they may be liable and for which
      the Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3,
      except damage or loss attributable to acts or omissions of the Owner or
      Architect or anyone directly or indirectly employed by either of them,
      or by anyone for whose acts either of them may be liable, and not
      attributable to the fault or negligence of the Contractor. The
      foregoing obligations of the Contractor are in addition to the
      Contractor's obligations under Paragraph 3.18.

      10.2.6 The Contractor shall designate a responsible member of the
      Contractor's organization at the site whose duty shall be the
      prevention of accidents. This person shall be the Contractor's
      superintendent unless otherwise designated by the Contractor in writing
      to the Owner and Architect.

      10.2.7 The Contractor shall not load or permit any part of the
      construction or site to be loaded so as to endanger its safety.

      10.3     HAZARDOUS MATERIALS

      10.3.1 If reasonable precautions will be inadequate to prevent foreseeable
      bodily injury or death to persons resulting from a material or substance,
      including but not limited to asbestos or polychlorinated biphenyl (PCB),
      encountered on the site by the Contractor, the Contractor shall, upon
      recognizing the condition, immediately stop Work in the affected area and
      report the condition to the Owner and Architect in writing.

                                       23
<PAGE>

      10.3.2 The Owner shall obtain the services of a licensed laboratory to
      verify the presence or absence of the material or substance reported by
      the Contractor and, in the event such material or substance is found to
      be present, to verify that it has been rendered harmless. Unless
      otherwise required by the Contract Documents, the Owner shall furnish
      in writing to the Contractor and Architect the names and qualifications
      of persons or entities who are to perform tests verifying the presence
      or absence of such material or substance or who are to perform the task
      of removal or safe containment of such material or substance. The
      Contractor and the Architect will promptly reply to the Owner in
      writing stating whether or not either has reasonable objection to the
      persons or entities proposed by the Owner. If either the Contractor or
      Architect has an objection to a person or entity proposed by the Owner,
      the Owner shall propose another to whom the Contractor and the
      Architect have no reasonable objection. When the material or substance
      has been rendered harmless, Work in the affected area shall resume upon
      written agreement of the Owner and Contractor. The Contract Time shall
      be extended appropriately and the Contract Sum shall be increased in
      the amount of the Contractor's reasonable additional costs of
      shut-down, delay and start-up, which adjustments shall be accomplished
      as provided in Article 7.

      10.3.3 To the fullest extent permitted by law, the Owner shall
      indemnify and hold harmless the Contractor, Subcontractors, Architect,
      Architect's consultants and agents and employees of any of them from
      and against claims, damages, losses and expenses, including but not
      limited to attorneys' fees, arising out of or resulting from
      performance of the Work in the affected area if in fact the material or
      substance presents the risk of bodily injury or death as described in
      Subparagraph 10.3.1 and has not been rendered harmless, provided that
      such claim, damage, loss or expense is attributable to bodily injury,
      sickness, disease or death, or to injury to or destruction of tangible
      property (other than the Work itself) and provided that such damage,
      loss or expense is not due to the negligence of a party seeking
      indemnity and is not the result of the Contractor's failure to comply
      with 10.2 or 10.3.1 above.

      10.4  The Owner shall not be responsible under Paragraph 10.3 for
      materials and substances brought to the site by the Contractor unless
      such materials or substances were required by the Contract Documents.

      10.5  If, without negligence on the part of the Contractor, the
      Contractor is held liable for the cost of remediation of a hazardous
      material or substance solely by reason of performing Work as required
      by the Contract Documents, the Owner shall indemnify the Contractor for
      all cost and expense thereby incurred.

      10.6      EMERGENCIES

      10.6.1 In an emergency affecting safety of persons or property, the
      Contractor shall act, at the Contractor's discretion, to prevent
      threatened damage, injury or loss. Additional compensation or extension
      of time claimed by the Contractor on account of an emergency shall be
      determined as provided in Paragraph 4.3 and Article 7.

ARTICLE 11. INSURANCE AND BONDS

      11.1     CONTRACTOR'S LIABILITY INSURANCE

      11.1.1 Contractor shall provide and maintain insurance in accordance
      with Exhibit "E".

            .1  [Not Used.]

            .2  [Not Used.]

            .3  [Not Used.]

            .4  [Not Used.]

            .5  [Not Used.]

            .6  [Not Used.]

            .7  [Not Used.]

            .8  [Not Used.]

                                       24
<PAGE>

      11.1.2 [Not Used.]

      11.1.3 [Not Used.]

      11.2     OWNER'S LIABILITY INSURANCE

      11.2.1 [Not Used.]

      11.3     PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE

      11.3.1 Optionally, the Owner may require the Contractor to purchase and
      maintain Project Management Protective Liability insurance from the
      Contractor's usual sources as primary coverage for the Owner's,
      Contractors and Architect's vicarious liability for construction
      operations under the Contract. Unless otherwise required by the
      Contract Documents, the Owner shall reimburse the Contractor by
      increasing the Contract Sum to pay the cost of purchasing and
      maintaining such optional insurance coverage, and the Contractor shall
      not be responsible for purchasing any other liability insurance on
      behalf of the Owner. The minimum limits of liability purchased with
      such coverage shall be equal to the aggregate of the limits required
      for Contractor's Liability Insurance under Clauses 11.1.1.2 through
      11.1.1.5.

      11.3.2 To the extent damages are covered by the proceeds of Project
      Management Protective Liability insurance, the Owner, Contractor and
      Architect waive all rights against each other for damages, except such
      rights as they may have to the proceeds of such insurance. The policy
      shall provide for such waivers of subrogation by endorsement or
      otherwise.

      11.3.3 [Not Used.]

      11.4     PROPERTY INSURANCE

      11.4.1 [Not Used.]

      11.4.1.1 [Not Used.]

      11.4.1.2 [Not Used.]

      11.4.1.3 [Not Used.]

      11.4.1.4 [Not Used.]

      11.4.1.5 [Not Used.]

      11.4.2 [Not Used.]

      11.4.3 [Not Used.]

      11.4.4 [Not Used.]

      11.4.5 [Not Used.]

      11.4.6 [Not Used.]

      11.4.7 [Not Used.]

      11.4.8 [Not Used.]

      11.4.9 [Not Used.]

      11.4.10 [Not Used.]

      11.5     PERFORMANCE BOND AND PAYMENT BOND

                                       25
<PAGE>

      11.5.1 The Owner shall have the right to require the Contractor to
      furnish bonds covering faithful performance of the Contract and payment
      of obligations arising thereunder as stipulated in bidding requirements
      or specifically required in the Contract Documents on the date of
      execution of the Contract.

      11.5.2 Upon the request of any person or entity appearing to be a
      potential beneficiary of bonds covering payment of obligations arising
      under the Contract, the Contractor shall promptly furnish a copy of the
      bonds or shall permit a copy to be made.

ARTICLE 12. UNCOVERING AND CORRECTION OF WORK

      12.1     UNCOVERING OF WORK

      12.1.1 If a portion of the Work is covered contrary to the Architect's
      request or to requirements specifically expressed in the Contract
      Documents, it must, if required in writing by the Architect, be
      uncovered for the Architect' s examination and be replaced at the
      Contractor's expense without change in the Contract Time.

      12.1.2 If a portion of the Work has been covered which the Architect
      has not specifically requested to examine prior to its being covered,
      the Architect may request to see such Work and it shall be uncovered by
      the Contractor. If such Work is in accordance with the Contract
      Documents, costs of uncovering and replacement shall, by appropriate
      Change Order, be at the Owner's expense. If such Work is not in
      accordance with the Contract Documents, correction shall be at the
      Contractor's expense unless the condition was caused by the Owner or a
      separate contractor in which event the Owner shall be responsible for
      payment of such costs.

      12.2     CORRECTION OF WORK

      12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION

      12.2.1.1 The Contractor shall promptly correct Work rejected by the
      Architect or failing to conform to the requirements of the Contract
      Documents, whether discovered before or after Substantial Completion and
      whether or not fabricated, installed or completed. Costs of correcting
      such rejected Work, including additional testing and inspections and
      compensation for the Architect's services and expenses made necessary
      thereby, shall be at the Contractor's expense.

      12.2.2 AFTER SUBSTANTIAL COMPLETION

      12.2.2.1 In addition to the Contractors obligations under Paragraph 3.5,
      if, within one year after the date of Substantial Completion of the Work
      or designated portion thereof or after the date for commencement of
      warranties established under Subparagraph 9.9.1. or by terms of an
      applicable special warranty required by the Contract Documents, any of the
      Work is found to be not in accordance with the requirements of the
      Contract Documents, the Contractor shall correct it promptly after receipt
      of written notice from the Owner to do so unless the Owner has previously
      given the Contractor a written acceptance of such condition. The Owner
      shall give such notice promptly after discovery of the condition. During
      the one-year period for correction of Work, if the Owner fails to notify
      the Contractor and give the Contractor an opportunity to make the
      correction, the Owner waives the rights to require correction by the
      Contractor and to make a claim for breach of warranty. If the Contractor
      fails to correct nonconforming Work within a reasonable time during that
      period after receipt of notice from the Owner or Architect, the Owner may
      correct it in accordance with Paragraph 2.4.

      12.2.2.2 The one-year period for correction of Work shall be extended with
      respect to portions of Work first performed after Substantial Completion
      by the period of time between Substantial Completion and the actual
      performance of the Work.

      12.2.2.3 The one-year period for correction of Work shall not be extended
      by corrective Work performed by the Contractor pursuant to this Paragraph
      12.2, except as provided in Section 3.5.3.

      12.2.3 The Contractor shall remove from the site portions of the Work
      which are not in accordance with the requirements of the Contract
      Documents and are neither corrected by the Contractor nor accepted by
      the Owner.

      12.2.4 The Contractor shall bear the cost of correcting destroyed or
      damaged construction, whether completed or partially completed, of the
      Owner or separate contractors caused by the Contractor's correction or
      removal of Work which is not in accordance with the requirements of the
      Contract Documents.

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<PAGE>

      12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to
      establish a period of limitation with respect to other obligations
      which the Contractor might have under the Contract Documents.
      Establishment of the one-year period for correction of Work as
      described in Subparagraph 12.2.2 relates only to the specific
      obligation of the Contractor to correct the Work, and has no
      relationship to the time within which the obligation to comply with the
      Contract Documents may be sought to be enforced, nor to the time within
      which proceedings may be commenced to establish the Contractor's
      liability with respect to the Contractor's obligations other than
      specifically to correct the Work.

      12.3     ACCEPTANCE OF NONCONFORMING WORK

      12.3.1 If the Owner prefers to accept Work which is not in accordance
      with the requirements of the Contract Documents, the Owner may do so
      instead of requiring its removal and correction, in which case the
      Contract Sum will be reduced as appropriate and equitable. Such
      adjustment shall be effected whether or not final payment has been made.

ARTICLE 13. MISCELLANEOUS PROVISIONS

      13.1     GOVERNING LAW

      13.1.1 This Agreement and any related documents shall be construed
      according to the laws of the Mississippi Band of Choctaw Indians and
      the State of Mississippi (pursuant to Section 1-1-4, Choctaw Tribal
      Code). Exclusive venue and jurisdiction shall be in the Tribal Court of
      the Mississippi Band of Choctaw Indians. This Agreement and any related
      documents is subject to the Choctaw Tribal Tort Claims Act. Nothing
      contained in this Agreement or any related document shall be construed
      or deemed to provide recourse to Silver Star assets.

      13.2     SUCCESSORS AND ASSIGNS

      13.2.1 The Owner and Contractor respectively bind themselves, their
      partners, successors, assigns and legal representatives to the other
      party hereto and to partners, successors, assigns and legal
      representatives of such other party in respect to covenants, agreements
      and obligations contained in the Contract Documents. Except as provided
      in Subparagraph 13.2.2, neither party to the Contract shall assign the
      Contract as a whole without written consent of the other. If either
      party attempts to make such an assignment without such consent, that
      party shall nevertheless remain legally responsible for all obligations
      under the Contract.

      13.2.2 The Owner may, without consent of the Contractor, assign the
      Contract to an institutional lender providing construction financing
      for the Project. In such event, the lender shall assume the Owner's
      rights and obligations under the Contract Documents. The Contractor
      shall execute all consents reasonably required to facilitate such
      assignment.

      13.3     WRITTEN NOTICE

      13.3.1 Written notice shall be deemed to have been duly served if
      delivered in person to the individual or a member of the firm or entity
      or to an officer of the corporation for which it was intended, or if
      delivered at or sent by registered or certified mail to the last
      business address known to the party giving notice.

      13.4     RIGHTS AND REMEDIES

      13.4.1 Duties and obligations imposed by the Contract Documents and
      rights and remedies available thereunder shall be in addition to and
      not a limitation of duties, obligations, rights and remedies otherwise
      imposed or available by law.

      13.4.2 No action or failure to act by the Owner, Architect or
      Contractor shall constitute a waiver of a right or duty afforded them
      under the Contract, nor shall such action or failure to act constitute
      approval of or acquiescence in a breach thereunder, except as may be
      specifically agreed in writing.

      13.5     TESTS AND INSPECTIONS

      13.5.1 Tests, inspections and approvals of portions of the Work
      required by the Contract Documents or by laws, ordinances, rules,
      regulations or orders of public authorities having jurisdiction shall
      be made at an appropriate time. Unless otherwise provided, the
      Contractor shall make arrangements for such tests,

                                       27
<PAGE>

      inspections and approvals with an independent testing laboratory or
      entity acceptable to the Owner, or with the appropriate public
      authority, and shall bear all related costs of tests, inspections and
      approvals. The Contractor shall give the Architect timely notice of
      when and where tests and inspections are to be made so that the
      Architect may be present for such procedures. The Owner shall bear
      costs of tests, inspections or approvals which do not become
      requirements until after bids are received or negotiations concluded.

      13.5.2 If the Architect, Owner or public authorities having
      jurisdiction determine that portions of the Work require additional
      testing, inspection or approval not included under Subparagraph 13.5.1,
      the Architect will, upon written authorization from the Owner, instruct
      the Contractor to make arrangements for such additional testing,
      inspection or approval by an entity acceptable to the Owner, and the
      Contractor shall give timely notice to the Architect of when and where
      tests and inspections are to be made so that the Architect may be
      present for such procedures. Such costs, except as provided in
      Subparagraph 13.5.3, shall be at the Owner's expense.

      13.5.3 If such procedures for testing, inspection or approval under
      Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work
      to comply with requirements established by the Contract Documents, all
      costs made necessary by such failure including those of repeated
      procedures and compensation for the Architect's services and expenses
      shall be at the Contractor's expense.

      13.5.4 Required certificates of testing, inspection or approval shall,
      unless otherwise required by the Contract Documents, be secured by the
      Contractor and promptly delivered to the Architect.

      13.5.5 If the Architect is to observe tests, inspections or approvals
      required by the Contract Documents, the Architect will do so promptly
      and, where practicable, at the normal place of testing.

      13.5.6 Tests or inspections conducted pursuant to the Contract
      Documents shall be made promptly to avoid unreasonable delay in the
      Work.

      13.6     INTEREST

      13.6.1 Payments due and unpaid under the Contract Documents shall bear
      interest from the date payment is due at such rate as the parties may
      agree upon in writing or, in the absence thereof, at the legal rate
      prevailing from time to time at the place where the Project is located.

      13.7     COMMENCEMENT OF STATUTORY LIMITATION PERIOD

      13.7.1 As between the Owner and Contractor:

             .1  BEFORE SUBSTANTIAL COMPLETION. As to acts or failures to act
                 occurring prior to the relevant date of Substantial Completion,
                 any applicable statute of limitations shall commence to run
                 and any alleged cause of action shall be deemed to have accrued
                 in any and all events not later than such date of Substantial
                 Completion;

             .2  BETWEEN SUBSTANTIAL COMPLETION AND FINAL CERTIFICATE FOR
                 PAYMENT. As to acts or failures to act occurring subsequent to
                 the relevant date of Substantial Completion and prior to
                 issuance of the final Certificate for Payment, any applicable
                 statute of limitations shall commence to run and any alleged
                 cause of action shall be deemed to have accrued in any and all
                 events not later than the date of issuance of the final
                 Certificate for Payment; and

             .3  AFTER FINAL CERTIFICATE FOR PAYMENT. As to acts or failures to
                 act occurring after the relevant date of issuance of the final
                 Certificate for Payment, any applicable statute of limitations
                 shall commence to run and any alleged cause of action shall be
                 deemed to have accrued in any and all events not later than
                 the date of any act or failure to act by the Contractor
                 pursuant to any Warranty provided under Paragraph 3.5, the
                 date of any correction of the Work or failure to correct the
                 Work by the Contractor under Paragraph 12.2, or the date of
                 actual commission of any other act or failure to perform any
                 duty or obligation by the Contractor or Owner, whichever
                 occurs last.

ARTICLE 14. TERMINATION OR SUSPENSION OF THE CONTRACT

      14.1   TERMINATION BY THE CONTRACTOR

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<PAGE>

      14.1.1  [Not Used.]

            .1  [Not Used.]

            .2  [Not Used.]

            .3  [Not Used.]

            .4  [Not Used.]

Insert L:

      14.1.2  [Not Used.]

      14.1.3  [Not Used.]

      14.1.4  [Not Used.]

      14.2    TERMINATION BY THE OWNER FOR CAUSE

      14.2.1  [Not Used.]

            .1  [Not Used.]

            .2  [Not Used.]

            .3  [Not Used.]

            .4  [Not Used.]

Insert M:  DELETED

      14.2.2  [Not Used.]

            .1  [Not Used.]

            .2  [Not Used.]

            .3  [Not Used.]

      14.2.3  [Not Used.]

      14.2.4  [Not Used.]

      14.3    SUSPENSION BY THE OWNER FOR CONVENIENCE

      14.3.1  [Not Used.]

      14.3.2  [Not Used.]

            .1  [Not Used.]

            .2  [Not Used.]

      14.4    TERMINATION BY THE OWNER FOR CONVENIENCE

      14.4.1  [Not Used.]

      14.4.2  [Not Used.]

                                       29
<PAGE>

            .1  [Not Used.]

            .2  [Not Used.]

            .3  [Not Used.]

      14.4.3  [Not Used.]

Insert N:  14.1 SUSPENSION BY THE OWNER FOR CONVENIENCE

INSERT O: 14.1.2 Owner may suspend at any time the performance of all or any
portion of the work to be performed under the Contract. Upon such notice of
suspension of work, Owner will designate the amount and type of labor and
equipment to be committed to the work site. During the period of suspension,
Contractor shall use its best efforts to utilize its plant, labor and
equipment in such a manner as to minimize costs associated with suspension.

Insert P: 14.1.3 Constructive Suspension shall occur upon thirty (30) days'
prior written notice to Owner that (1) the work has been stopped under an
order of any court or other public authority having jurisdiction, or (2) an
act of government, such as a declaration of a national emergency, making
materials unavailable, through no fault of the Contractor or a subcontractor
or their agents or employees or any other person performing any of the work
under a contract with the Contractor, or (3) the work has been stopped for a
period of thirty (30) days by the Contractor because the Owner has not made
payment thereon as provided in paragraphs 9.6, 9.8, or 9.10.

Insert Q: 14.1.4 Upon receipt of a suspension notice from Owner or upon the
occurrence of a constructive suspension pursuant to subparagraph 14.1.3,
Contractor shall:

Insert R:  (1) Unless specified otherwise in the suspension notice from
Owner, immediately discontinue work;

Insert S: (2) Place no further orders or subcontracts for material, services,
or facilities with respect to suspended work other than to the extent
required in the suspension notice from Owner;

Insert T: (3) Promptly make every reasonable effort to obtain suspension upon
terms satisfactory to Owner of all orders, subcontracts and rental agreements
to the extent they relate to performance of work suspended; and

Insert U: (4) Continue to protect and maintain the work, including those
portions on which work has been suspended.

Insert V: 14.1.5 As full compensation for such suspension, Contractor shall
be reimbursed for the following costs, reasonably incurred, without
duplication of any item, to the extent such costs directly result from
suspension of work:

Insert W: (1) A standby charge to be paid to Contractor during the period of
suspension of work, which standby charge shall be sufficient to compensate
Contractor for keeping, to the extent required in the notice, its
organization and equipment committed to the work in a standby status;

Insert X:  (2) All reasonable costs associated with mobilization and
demobilization of Contractor's plant, forces and equipment

Insert Y: (3) An equitable amount to reimburse Contractor for the cost of
maintaining and protecting that portion of the work upon which work has been
suspended;

Insert Z: (4) If, as a result of any such suspension of work, the cost to
Contractor of subsequently performing work is increased or decreased, an
equitable adjustment will be made in the cost of performing the remaining
portion of work.

Insert AA: Upon receipt of notice to resume suspended work, Contractor shall
immediately resume performance of the suspended work to the extent required
in the notice. Any claim on the part of Contractor for time or compensation
shall be made within ten (10) calendar days after receipt of notice to resume
work, and Contractor shall submit for review a revised construction schedule.

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<PAGE>

Insert AB: No compensation or extension of time shall be granted if
suspension results from Contractor's noncompliance with the requirements of
the Contract.

Insert AC:  14.2 TERMINATION DUE TO CONTRACTOR'S DEFAULT

Insert AD: 14.2.1 If any or all work to be performed under the Contract is
abandoned by Contractor; or if the Contract or any part thereof shall be
assigned or sublet in violation of subparagraph 13.2.1; or if Contractor
becomes insolvent or unable to meet its payroll or other current obligations,
or be adjudicated a bankrupt, have an involuntary Petition in Bankruptcy
filed against it, make an assignment for benefit of creditors, file a
petition for an arrangement, composition or compromise with its creditors
under any applicable laws, or have a trustee or other officer appointed to
take charge of its assets; or if Owner determines, in good faithful exercised
reasonable business judgement, that the schedule of work is not being
maintained or that Contractor is violating any of the conditions or provision
of the Contract; or if Owner determines, in the good faith exercised
reasonable business judgement, that Contractor is refusing to perform
properly any work or that Contractor is performing work under the Contract in
bad faith or not in accordance with the terms thereof, and if Contractor
fails to remedy any such default or condition as set-forth in this Section
14.2.1 within fifteen (15) calendar days after receipt of a written notice of
default from Owner, or if Contractor fails to provide evidence satisfactory
to Owner that such default will be corrected; or if Contractor initiates
contact or has contact without the Owner's knowledge or approval, with cost
consultants of the Owner, such as Boyken, International or other such firms
that may be retained in the future, whose primary responsibility is to assist
the Owner in negotiating or determining construction cost or costs for this
or any other project the Owner is or contemplates developing; Owner may,
without notice to Contractor's sureties, either withhold any amounts
otherwise due under the Contract or terminate Contractor's right to proceed
with all or any portion of such work. The remedies provided in this
subparagraph shall not serve to limit Owner's rights under subparagraph 2.4.1.

Insert AE: 14.2.2 Upon termination pursuant to paragraph 14.2.1, Owner shall
have the right to complete the terminated work or to employ another
Contractor or subcontractors to complete the terminated work, and Owner shall
have the right to take possession of and use any of the materials, tools,
supplies and other property furnished by Contractor for such work. The
expense of so completing such work will be charged to Contractor, an such
expense will be deducted by Owner out of such monies as may be due or may at
any time thereafter become due to Contractor. In case such expense exceeds
the sum which would have otherwise been payable under the Contract, the
Contractor and its sureties shall be liable for and shall, upon notice from
Owner promptly pay to Owner, the amount of such excess. Owner shall not be
required to obtain proposals for completing such work, but may make such
expenditures as in Owner's sole judgment will best accomplish such reasonable
completion.

Insert AF: 14.2.3 Upon receipt of any such written notice of termination of
right to proceed, Contractor shall, at its expense, for that work affected by
any such termination;

Insert AG: (1) Assist Owner in making an inventory of all materials and
equipment in storage at the site, in route to the site, in storage or
manufacture away from the site, and on order from suppliers;

Insert AH:  (2) Assign to Owner subcontracts, supply contracts and equipment
rental agreements all as designated by Owner; and

Insert AI: (3) Remove from the site all construction materials, equipment and
plant in said inventory other than such construction materials and equipment
which are designated in writing by Owner to be used by Owner in completing
such work.

Insert AJ:  14.3 TERMINATION ABSENT DEFAULT

Insert AK: 14.3.1 Owner may, at its sole option, cancel and terminate this
Contract in whole or, from time to time, in part at any time by joint written
notice from Owner thereof to Contractor, whether or not Contractor is in
default. Upon any such cancellation and termination, Contractor shall waive
any claims for damages, including loss of anticipated profits, on account
thereof, but as the sole right and remedy of Contractor, Contractor shall be
paid in accordance with subparagraph 14.3.3 below; provided however, that
those provisions of the Contract which by their very nature survive final
acceptance under the Contract shall remain in full force and effect after
such cancellation and termination to the extent provided in such provisions.
Insert AL: 14.3.2 Upon receipt of any such notice, Contractor shall, unless
the notice requires otherwise:

Insert AM:  (1) Immediately discontinue work on the date and to the extent
specified in the notice;

                                       31
<PAGE>

Insert AN: (2) Place no further orders or subcontracts for materials,
services, or facilities, other than as may be necessary or required for
completion of such portion of work under the Contract that is not determined;

Insert AO: (3) Promptly make every reasonable effort to obtain cancellation
upon terms satisfactory to Owner of all order, rental and subcontracts to the
extent they relate to the performance of work terminated, or assign to Owner,
those orders and subcontracts and rental agreements specified in such notice;
and

Insert AP: (4) Assist as specifically requested in writing by Owner in the
maintenance, protection and disposition of property acquired by Owner under
the Contract.

Insert AQ: 14.3.3 Upon exercise by Owner of its right of termination pursuant
to subparagraph 14.3.1, Contractor will be paid an amount determined in
accordance with the following (without duplication of any item):

Insert AR: (1) All amounts due and not previously paid to Contractor for work
completed in accordance with the Contract prior to such notice, and for work
thereafter completed by Contractor to the extent specified in such notice;

Insert AS: (2) The cost of settling and paying claims arising out of the
termination of work under  subcontracts  or orders as provided in
subparagraph  14.3.2 (3) above;

Insert AT:  (3) The reasonable costs incurred pursuant to subparagraph 14.3.2
(4) above; and

Insert AU:  (4) Any other reasonable costs incidental to such termination of
work.

Insert AV:  (5) Fee of 2.75% of such termination expenses.

Insert AW: 14.4 Termination pursuant to this Article 14 shall not relieve
either party of obligations arising out of this Agreement in connection with
goods supplied or work performed prior to termination.

                                       32