AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER
                                   for
                    CONSTRUCTION MANAGEMENT SERVICES


Agreement  (this  "Agreement")  made as of  the 1st  day of  November 1997,
between Tishman Construction Corporation of New Jersey  (hereafter referred
to as "Construction  Manager"), a New Jersey corporation, having offices at
19 South  Tennessee Avenue,  Atlantic  City,  New  Jersey  08401  and  MAC,
CORP. Construction, a New Jersey corporation, having offices at  3260 South
Industrial  Road, Las  Vegas,  Nevada  89109  (hereinafter  referred  to as
"Owner").


                                WITNESSETH:

      WHEREAS,  Owner desires to retain  Construction Manager in connection
with the construction by Owner of a Hotel/Casino and related infrastructure
and site  development  including roads which serve  the  facilities  within
the   "H-Tract" (hereinafter   referred  to  as  the  "Improvement"  or the
"Project"),  on the  premises owned by Owner adjacent  to  Route 30,  Huron
Avenue and Brigantine Boulevard in Atlantic  City, New Jersey  (hereinafter
referred to as "Site"), and Construction Manager desires to be so retained.

      NOW, THEREFORE, in  consideration  of the  mutual covenants contained
herein, Owner and Construction Manager agree as follows:


                                 ARTICLE 1
                                CONSULTANCY

      1.01.      All services to be performed by Construction Manager prior
to commencement of construction of the Improvement (hereinafter referred to
as the "Consultancy") shall be performed as agent of Owner.

      1.02.      Construction Manager, during the Consultancy, shall, using
its  best  professional efforts,  make  available to  Owner  its knowledge,
skills, ideas, experience and abilities with respect to all matters related
to design, development and construction of the Improvement. The Consultancy
shall include consultation on overall site and building  planning, guidance
in the preparation of Construction Documents  by the project architects and
engineers,  review, evaluation and refinement of the work of the architects
and  engineers who have been, or are to be, selected by Owner (and in whose
selection   Construction    Manager   will   assist   Owner   as   may   be

                               EXHIBIT 10.3
<PAGE>
requested),  and  preparation  of  construction  schedules  and budgets  as
documents are developed, with recommendation  for changes, where necessary,
to meet Owner objectives.   The Consultancy shall commence on the effective
date  hereof  and shall  continue  until  commencement of  construction  of
the Improvement.


                                 ARTICLE 2
                            CONDUCT OF THE WORK

      2.01.      All  services  to  be  performed  by  Construction Manager
following the Consultancy (hereinafter referred to as the "Services") shall
be performed as agent of Owner.

      2.02.      Construction Manager, acting  as agent  for, and on behalf
of,  Owner,  will arrange  to provide  for  Owner  all labor, materials and
services  for the  general construction  of the  Improvement, in conformity
with plans and  specifications (hereinafter   referred to as  "Construction
Documents"), prepared  or  to be prepared by Owner's architects,  engineers
and   other  consultants.   In  such connection Construction Manager shall,
as directed by Owner,  solicit  bids,  award contracts, purchase materials,
provide  or   arrange for necessary plant and equipment, employ, supervise,
coordinate  and  monitor  necessary  personnel (with  power  to  employ  or
discharge,  fix  and  modify  wages   and  compensation),  prepare   budget
estimates, programs and schedules as required, monitor and  coordinate  the
progress  of  work by,  and negotiate  final settlements  (subject to Owner
approval) with all  contractors and suppliers.

      2.03.      Owner  shall approve all Costs  contained in Section 4.05.
The Owner will establish  monetary  limits  for  disbursement  of funds  by
Construction Manager which  will  not require specific approval by Owner.

      2.04.      Construction  Manager  shall   commence   and continue the
Services using its best professional efforts with due diligence and in good
faith  maintaining  at  all  times  sufficient  personnel  for  the  proper
prosecution of the Services.

      2.05.      Construction   Manager's   performance   hereunder   shall
terminate after it has completed the Services  or  upon earlier termination
of this Agreement pursuant to Article 11.


                                 ARTICLE 3
                          ACCOUNTING AND AUDITING

      3.01.      Construction  Manager  will   establish   procedures   for
accounting,  auditing  and  rendering of statements of payment satisfactory
to Owner.  Such procedures shall be prepared by the Construction Manager in

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<PAGE>
writing and submitted to  the Owner for approval.   The approved procedures
shall  be followed during the Consultancy and the Services.  All records of
Construction Manager relating to the Consultancy and the Services  shall be
open to  inspection and  audit  by  Owner  and its  representatives  at all
times.  Upon  completion  of  the Services,  original copies of all records
(in  whatever  media prepared) of Construction Manager shall, on request of
Owner, and at Owner's expense, be prepared and delivered to Owner or other-
wise disposed of as Owner may direct.


                                 ARTICLE 4
                                   FEES

      4.01.      As  full compensation to  Construction  Manager during the
Consultancy, Owner  shall pay  Construction Manager a fee  of  $50,000  per
month, adjusted to $125,000  per  month following   selection  by  Owner of
the  Architect  and  determination  of  the Project  Schedule  (hereinafter
referred to as  "Consultancy Fee").  The Consultancy shall commence  on the
effective date hereof and shall continue until commencement of construction
of the Improvement.  Commencement of construction of  the Improvement shall
be defined as commencement of pile and foundation work.

      4.02.      Owner shall pay Construction Manager  a fee equal to 1.80%
of  the Cost of the Work for the Services (hereafter referred to as "Fee").
The  Fee  shall  be  paid monthly,  proportional  to  the progress  of  the
Work.   The Construction  Manager  will  credit  the  full  amount  of  the
Consultancy  Fee against  the payments  of the  Fee  in  proportion to work
completed.

      4.03       The Fee shall be the entire  compensation for Construction
Manager's Services, including  main office overhead and items identified in
Section 4.06.

      4.04       Items which are paid through or by the Owner and installed
under the direct supervision of Owner shall  not  be considered part of the
Cost of the  Work  for  purposes  of computing   the Construction Manager's
Fee.    Construction Manager  shall  coordinate all such work.   Such items
include but are not limited to:   Architects  and Consultants,  Owner FF&E,
Separate Contractors, Owner internal costs and overhead, project  insurance
premiums, landscaping and other similar items.

      4.05.      The costs of the Work (hereinafter  referred to as "Cost")
shall be paid as follows:

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<PAGE>
            (a)  During the Consultancy:

                 The  following  items shall be  paid  at  actual cost and
                 are in addition to the Consultancy Fee:

                 (1)  Compensation   of   project   managers,   estimators,
                 contract  and  EEO  administrators,  purchasing agents and
                 others  assigned  directly to the job on a full-time basis
                 as authorized by Owner.

                 (2)  Reimbursable  expenses  such  as   blueprints,   long
                 distance and mobile phone  calls, travel expenses while in
                 New York  and New Jersey  (only  during Consultancy),  and
                 other expenses which may be authorized by the Owner.

                 (3)  Expense  of   lodging   and  meals   while conducting
                 business outside of New York and New Jersey.   When in Las
                 Vegas,  lodging  and  meals  will  be  provided  at  hotel
                 facilities owned by Owner's affiliates.

            (b)  During the Services:

                 The following items shall be paid  at  actual cost and are
                 not  considered  Cost  of  the  Work  for  the  purpose of
                 computing the Construction Manager's Fee.

                 (1)  Compensation of Project Executive.

                 (2)  Relocation expenses (includes  temporary subsistence)
                 incurred by  Construction Manager's employees.  Relocation
                 expenses shall  be limited to:  moving expenses, temporary
                 lodging and transportation expenses.  Meals  will  not  be
                 reimbursed.    Living  expenses  incurred  by Construction
                 Manager's  employees after relocation  has  been completed
                 shall not be reimbursed.   All relocation expenses must be
                 pre-approved by the Owner.

                 (3)  Federal, state, municipal or other  taxes within  New
                 Jersey  based upon labor performed and material furnished,
                 including, sales,  and fees  for   permits   and  licenses
                 (excludes any taxes based on the corporate gross receipts,
                 profits  or  net  income  of   Construction   Manager  and
                 professional fees).

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<PAGE>
                 (4)  Premiums on insurance  paid  by Construction Manager.
                 All such premiums  must  be  submitted  to  the Owner  for
                 approval prior to placement of such insurance.

                 (5)  Reimbursable  expenses  such  as  telephone  service,
                 telegrams, facsimile,  delivery  charges,  postage,  blue-
                 prints,  printing, photographs,  field   office  supplies,
                 stationery,  travel outside  of greater New  York City and
                 Atlantic  County  or Trenton, New Jersey  while conducting
                 business and other expenses which may be authorized by the
                 Owner.

                 (6)  Expense  of  lodging  and  meals   while   conducting
                 business outside of  greater  New York  City  and Atlantic
                 County or Trenton, New Jersey.  When in Las Vegas, lodging
                 and meals  will be  provided at hotel facilities owned  by
                 Owner's affiliates.

                 (7)  Counsel  fees  and legal expenses  incurred  by  Con-
                 struction  Manager in  connection with  any matter arising
                 out of  the  Services,   except  for  matters  related  in
                 any manner  to  this  Agreement  or  the  creation  of any
                 other contracts with the Owner. All fees and expenses must
                 be pre-approved by Owner.

                 The following items shall be  paid at  actual cost and are
                 considered Cost of the Work  for the purpose  of computing
                 the Construction Manager's Fee:

                 (8)  Wages  of  full-time  labor  directly on Construction
                 Manager's field  payroll.  "Field" for the purpose of this
                 Agreement is  defined to be at or on the Site.

                 (9)  Compensation  of  Construction   Manager's  employees
                 stationed  at the field office including project managers,
                 general  superintendents,   superintendents,  accountants,
                 estimators,  contract  and EEO  administrators, purchasing
                 agents and other employees,  whose  full-time or part-time
                 services  are  required at the field office solely for the
                 purpose of the Project.

                 (10) Payroll  taxes and  contributions for Federal old age
                 benefits,  unemployment insurance,  disability  insurance,
                 family  leave or other employee benefits required  by law,
                 as  well  as  welfare  funds,  pension  funds,  individual
                 medical, dental and hospitalization benefits, bonuses, and

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<PAGE>
                 vacation costs proportional  to  the  amount  of   service
                 on  the Project  in  that calendar year.  All bonuses must
                 be pre-approved by the Owner.

                 (11) The  net  cost  of  all   materials,    whether   for
                 permanent or temporary  use, including cost of inspection,
                 testing, transportation, storage and handling.

                 (12) Tools,  equipment  and  services  required   for  the
                 Services;  water,  power  and  fuel;  winter   protection;
                 surveys, soil  and  other  investigations;  protection and
                 repair of adjoining  property;  rental  of   property  for
                 storage, field   office   and   other purposes;  royalties
                 for patents that may be involved in the Services.

                 (13) Rental  of  tools  and  equipment  or  parts thereof,
                 whether  rented  from Construction  Manager or others; and
                 transportation  of  said  tools   or  equipment, including
                 loading, unloading, installing,  dismantling   and removal
                 thereof, made necessary  by use  on the  Improvement.  All
                 tool and equipment rental expenses must be pre-approved by
                 the Owner.

                 (14) All contracts and  purchase orders let  in connection
                 with the Services.

                 (15) Reconstruction  or repairs  resulting from  damage to
                 the Improvement, whether or not covered by insurance.

      4.06.      Costs  shall not  include  and Construction  Manager shall
      not be reimbursed for:

           (a)   Services of Construction  Manager's   executive management
                 and compensation thereof (except for Project Executive).

           (b)   Services  of  Construction  Manager's  consulting division
                 personnel, including  architectural, structural mechanical
                 and department heads and their staffs.

           (c)   Services of Construction Manager's corporate officers.

           (d)   Services of Construction Manager's insurance department.

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<PAGE>
           (e)   Cost of Construction Manager's payroll robbery and general
                 fidelity  insurance and  any losses sustained by Construc-
                 tion  Manager in  connection with theft and robbery caused
                 by the defalcation of Construction Manager's employees.

           (f)   Cost  of  payroll  preparation,  computer  services, T-Com
                 Report or any other corporate expense or service.

           (g)   Administrative or general  overhead expense  in connection
                 with  the  operation  of  any  of  Construction  Manager's
                 offices other than the field office.

      4.07.      All  trade  discounts  or  cash  discounts  earned through
      advance  or  prompt  payment, proceeds from  insurance, the  sale  of
      surplus materials  and equipment  and  the  fair market  value of any
      tools, supplies or equipment, and to  the extent  permitted  by  law,
      fees, commissions and gratuities received  by  Construction  Manager,
      or any subsidiary or affiliate, in connection with the Services shall
      be  for the benefit  of  Owner  and shall  reduce the  Cost.  Request
      for  payment  of  discounts  may  be  submitted   to  the  Owner  for
      reimbursement on an as-needed basis.

      4.08.      If any liens or  encumbrances  upon the  subject  property
      shall  occur,  Owner  shall  promptly  be  given  notice  thereof  by
      Construction Manager and  Owner  shall  satisfy, contest or discharge
      or otherwise  provide  for same.   If a lien or  encumbrance has been
      made  by,  or  as  a  result  of,  a  trade   contractor  or  vendor,
      Construction  Manager shall require  such trade  contractor or vendor
      to promptly  satisfy and  discharge such lien or encumbrance.


                                 ARTICLE 5
                 AGENCY BANK ACCOUNT AND MONTHLY PAYMENT

      5.01.      Within  thirty (30) days of commencement of  the Services,
Owner  will  establish  an  interest-bearing  bank  account  in the name of
Construction Manager as "Agent".   All funds  (including  earnings)  shall,
at  all  times,  be  the property  of  Owner  and  shall  be drawn upon and
disbursed  by Construction   Manager  in  accordance   with   the  approved
accounting procedures pursuant to Article 3.  The purpose  of this  account
will  be  to pay all obligations,  commitments, costs  and liabilities made
or incurred by Owner or on Owner's behalf  in  connection with the prosecu-
tion of  the  Services.  Such account is hereafter called the "Agency  Bank
Account."

      5.02.      Upon  the  establishment  of  the  Agency  Bank   Account,
Owner shall make an initial deposit of $150,000  and  shall  maintain  such

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<PAGE>
amount  until  completion  of the  Services.  The   Owner   shall   provide
sufficient  funds   to   enable  Construction  Manager to  pay when due all
obligations  incurred by  Owner or on Owner's behalf in connection with the
Services.  It  is  understood  that  Construction  Manager   shall  not  be
required  to expend its own funds for payment  of out-of-pocket costs, fees
or expenses in connection with the Services.

      5.03.      On  or about the tenth (10th) day of each month, Construc-
tion  Manager will  submit to Owner a requisition  in  a form  satisfactory
to  Owner  for  obligations incurred  in connection  with  the  Services up
to the  last  day  of  the previous month, including Construction Manager's
Fee.   Within fifteen (15) calendar days after receipt of such requisition,
Owner  shall  make payment  to Construction  Manager, by  payment  directly
into the Agency Bank Account, whereupon Construction Manager shall promptly
thereafter make the necessary disbursements of such funds.

      5.04.      The  balance of any Fee or reimbursement  for Costs  owing
Construction Manager under  the  terms  of  this Agreement shall be due and
payable  within  sixty  (60)  days after  Substantial Completion (including
Final Certificate  of Occupancy)  of  the Improvement, less Fees applicable
to remaining punch list Work.


                                 ARTICLE 6
               CONSTRUCTION BUDGET AND CHANGES IN THE WORK

      6.01.      The   Owner  and   Construction  Manager   will  establish
construction  cost  limits  for  the  Project  (hereafter  referred  to  as
"Construction  Budget").   The  Construction  Manager  will  use  its  best
professional efforts and expertise in  purchasing  and  project administra-
tion to  maintain  the  Construction Budget.   The Owner  acknowledges that
the Construction Budget may change as Construction Documents are developed,
refined  and/or revised.  All  increases  in  the Construction  Budget will
require  written  approval  by  the  Owner.   The  Owner shall at all times
designate an individual who is authorized to provide such written approval.
It shall be  a condition precedent to the Owner's obligation to pay for any
increases in the  Construction Budget  that the Construction Manager  shall
have obtained  prior written  authorization  from Owner.  The  Construction
Manager agrees that if  it  proceeds with   any   such  increases prior  to
receiving written authorization to do so, it proceeds at its own risk, cost
and expense.

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<PAGE>
                                 ARTICLE 7
                                 INSURANCE

      7.01.      During   the   Consultancy, the Construction Manager shall
procure and  maintain insurance  coverage  commensurate  with  the services
performed by the Construction Manager during  the   Consultancy.  The  cost
of  all such insurance   during  the  Consultancy  shall  be  paid  by  the
Construction Manager.

      7.02.      If  the  Owner  has  not  obtained  a  "Wrap-Up" Insurance
Policy thirty (30) days prior to commencement of Services, the Construction
Manager shall  procure  insurance coverage  at the limits set forth herein.
Insurance  coverage shall  be for the benefit of the Owner and Construction
Manager.   Premiums shall be paid by the Owner and must be pre-approved  by
the Owner prior to placement of such insurance coverage.

                 A.   Commercial  General   Liability   coverage   with   a
                 $100,000,000 each occurrence and $100,000,000 Per Location
                 Aggregate  Limit  covering  the liability  of Construction
                 Manager for  Bodily Injury  and Property Damage arising as
                 a result of  the  construction  of the Improvement and the
                 Services performed hereunder.  The coverage shall include:

                 -  Blanket Contractual Liability
                 -  Completed Operations (continued for at least 3 years)
                 -  Broad Form Property Damage
                 -  "XC & U" Coverage
                 -  Personal Injury
                 -  Employees of Construction Manager as Additional 
                    Insureds
                 -  Claims made coverage is not acceptable

                 B.   Worker's   Compensation   and   Employer's  Liability
                 coverage  as  required  by  law,  covering  employees   of
                 Construction Manager  performing work  on the Improvement.
                 Coverage to include all subcontractors of every  tier with
                 contracts over $5,000.

                 C.   Automobile  Liability  coverage  with  a $100,000,000
                 Combined  Single  Limit,  covering  Owned,  Non-Owned  and
                 Hired Vehicles used  in connection with the Improvement by
                 Construction Manager.

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<PAGE>
                 D.   Contractors   Pollution   Liability   coverage   with
                 $25,000,000 Each Loss and $50,000,000 Aggregate.

                      a.   Bodily Injury, sickness, disease, mental anguish
                      or shock sustained by  any person, including death;

                      b.   Property  Damage including physical injury to or
                      destruction  of  tangible   property   including  the
                      resulting  loss  of use  thereof, clean-up costs, and
                      the loss  of  use of tangible  property that has  not
                      been physically injured or destroyed;

                      c.   Defense  including  costs, charges  and expenses
                      incurred  in the investigation, adjustment or defense
                      of claims for such compensatory damages;

      7.03.      In no event shall the limits of coverage be less than that
contained herein unless both parties are unable to  secure  such limits and
both parties agree to lower limits. In case of property loss,  Construction
Manager, on behalf of Owner,  will  negotiate and settle  claims subject to
Owner's  approval.     Owner  and   Construction  Manager  hereby  mutually
agree to waive rights of subrogation against each other.

      7.04.      If  requested by  Owner, Construction  Manager will assist
Owner in obtaining a   "Wrap-Up" Insurance Policy relating   to  commercial
general  liability  and pollution liability coverage, workers' compensation
and builder's risk  coverage  to  protect the  interests  of Owner, Owner's
separate contractors,  Construction  Manager  and trade  contractors on the
Project.    Each  individual  trade  contractor  shall  provide  automobile
liability coverage and  disability coverage.  All cost associated  with the
"Wrap-Up" Insurance  Policy shall be paid by the Owner.

      7.05.      All  insurance  coverage  for the Project  shall name Con-
struction  Manager,  Mirage   Resorts,   Incorporated, Atlandia  Design and
Furnishings  Inc.,   MAC, CORP.,   MAC,  CORP.   Construction,   New   City
Development  and  their   respective parents,  and  all other subsidiaries,
affiliates,  employees, officers,  directors  and consultants  of  each  of
them,  as Additional Insureds named under this agreement.


                                 ARTICLE 8
                  ASBESTOS AND HAZARDOUS WASTE REMOVAL

      8.01.      It  is  the  Owner's  sole   responsibility  to   directly
contract  for  the  removal, transport,  and  disposal  of all asbestos and

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<PAGE>
hazardous waste from the Site. Construction Manager shall bid and recommend
to  Owner an  award for  both the  asbestos and  hazardous waste survey and
monitoring agency, as well as the removal agency. The survey and monitoring
agency  shall  be  directly responsible to the Owner for the monitoring and
supervision  of all  asbestos and  hazardous waste  removal.   Construction
Manager  shall in  no  way  be  responsible  for supervision and monitoring
or  compliance with  respect  to  the  Work  of  removing, transporting, or
disposing  of the asbestos or  hazardous  waste  as  performed  by  Owner's
contractor,  and  Owner  shall  defend,  indemnify  and  hold  Construction
Manager  harmless  from  all  claims, if any,  resulting from the existence
and/or   removal  of  asbestos  and  hazardous waste.  This indemnification
shall survive termination of this  Agreement.  All  services  performed  by
Construction Manager  for  site remediation will be provided under separate
agreement. 

                                 ARTICLE  9
                                 ASSIGNMENT

      9.01.      Neither  this  Agreement nor any interest herein, nor  any
claim  hereunder, shall be assigned or transferred  by either party without
the written  consent of the other party in its  sole direction, except that
Owner  may assign its interest in  this  Agreement  and all rights accruing
hereunder  to  a construction  lender  or  affiliated  company of Owner and
Construction  Manager  may  assign its  interest in  this Agreement and all
rights accruing hereunder to its parent, affiliate  or subsidiary  with the
written  approval of  the  Owner,  which approval shall not be unreasonably
withheld.


                                 ARTICLE 10
                                 INDEMNITY

      10.01.     To the fullest extent permitted by  law, the  Construction
Manager  shall  indemnify and  hold  harmless  the Owner,  Mirage  Resorts,
Incorporated,  MAC,  CORP.,  MAC,  CORP. Construction,  Atlandia Design and
Furnishings  Inc.,  New   City  Development  and  all  other  subsidiaries,
affiliates, employees,  officers,  directors and consultants of  the  Owner
from  and against  claims,  damages, losses and expenses, including but not
limited  to attorney's fees,  arising out of or  resulting from performance
of the  Work  or  Construction  Manager's services hereunder, 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), but only to the extent caused by the
negligent acts or omissions of the Construction  Manager,  anyone  directly

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or indirectly  employed  by  it  (but   not including  trade Contractors or
Vendors with whom Construction Manager has entered an agreement as Agent of
Owner) or  anyone for whose acts it may be liable, regardless of whether or
not  such  claim,  damage, loss  or expense is caused in  part  by  a party
indemnified hereunder.  Such obligation shall  not  be construed to negate,
abridge, or  reduce  other  rights  or obligations of indemnity which would
otherwise exist as to a party or person described in this Paragraph 10.01.

      10.02.     To  the fullest extent permitted by  law,  the Owner shall
indemnify and hold harmless the  Construction Manager and all subsidiaries,
affiliates, employees, officers, directors and consultants of the Construc-
tion  Manager  from  and  against  claims,  damages,  losses  and expenses,
including  but not  limited to attorney's fees, arising out of or resulting
from performance of the Work hereunder, 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), but  only  to  the extent caused by  the  negligent  acts
or  omissions of  the Owner,  anyone directly or indirectly employed by  it
(but  not including  the Construction Manager, or any  of the  Construction
Manager's  agents or  employees) or anyone for whose acts it may be liable,
regardless of whether or not such claim,  damage, loss or expense is caused
in part by  a  party indemnified hereunder.   Such  obligation shall not be
construed to  negate, abridge,  or  reduce  other rights or obligations  of
indemnity which would otherwise exist as to a party or  person described in
this Paragraph 10.02.

      10.03.     In claims against any person or   entity indemnified under
Article 10 by  an employee  of   the Construction  Manager, anyone directly
or indirectly employed by it or anyone for  whose acts  it  may  be liable,
the  indemnification obligation under Paragraph 10.01 shall not  be limited
by  a  limitation   on   amount  or   type  of   damages,  compensation  or
benefits  payable  by  or for  the   Construction  Manager  under  worker's
compensation acts, disability benefit acts or other employee benefit acts.


                                 ARTICLE  11
                                 TERMINATION

      11.01.     In  the  event  Owner  notifies  Construction  Manager  of
its  decision  not  to commence  construction  of  the  Improvement,  which
decision  Owner  may  make  in  its  sole  discretion for any or no reason,
the parties agree as follows:  (a)  Construction  Manager shall discontinue
the  Consultancy forthwith, and (b) Owner shall pay to Construction Manager
the cost of  all  direct expenses (including, without limitation, the items
set  forth  in  Section  4.05(a)  hereof)  and  a  pro-rata  share  of  the
Consultancy Fee up to the date of termination.

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<PAGE>
      11.02.     If either party  shall  default in the performance of this
Agreement  and shall  fail  to  cure  such default  within (20) twenty days
(ten days in the  case  of  a default  by Owner  in  the making  of  timely
payment   of Construction  Manager's requisitions as  provided  in  Section
5.03) after receipt of notice from the other party specifying the  default,
the party not in default, in  addition to any other remedies provided here-
under,  at  law  or  in  equity, including   the  imposition of liens,  may
terminate   this Agreement  by notice to  the defaulting party given within
ten (10)  days after the foregoing  grace  period.    Further, Construction
Manager shall be entitled to payment of  interest at  the rate  of 1/2% per
annum  above the  prime  or  reference  rate of Bank of America, Las Vegas,
Nevada, on all amounts due by  Owner to Construction Manager hereunder from
the date when due  except for amounts disputed in good faith between  Owner
and Construction Manager.

      11.03.     If  either party  should be adjudged a bankrupt or  should
make a general assignment for the benefit of  its creditors  or should file
a petition for  arrangements  with  creditors  or for reorganization, or if
a receiver  should  be appointed  on account of its insolvency,  said event
shall  be deemed  a  default by  said party  and, in addition to any  other
remedies provided hereunder, at law or in equity,  including the imposition
of liens, the other party may terminate  this Agreement  at any time there-
after on notice to the defaulting party.

      11.04.     Should  Owner  abandon   or   discontinue construction  of
the Improvement for more  than  one  hundred twenty  (120) consecutive days
or  should  construction  of  the Improvement  be stopped under an order of
any court  or  other public  authority  for a period of (6) six consecutive
months  through no  act or fault of Construction Manager or of  any  of its
employees  or  representatives,  then  notwithstanding  Section 11.02, Con-
struction  Manager, on (15) fifteen days  notice  to Owner  specifying  the
reason  therefor,  may  terminate  this  Agreement,  unless  the reason for
such termination  is  cured within  such  (15)  fifteen  day period, except
that if such abandonment or discontinuance of construction is caused by any
strike,  riot, act of God, or other event of force majeure  or cause beyond
the  reasonable  control  of   Owner  (financial  inability  of  Owner  not
being  a  cause  beyond  its  control),  Construction  Manager shall not be
entitled  to  terminate  this  Agreement  unless a period of (6) six months
shall  elapse  from  the  date  of  the  abandonment  or  discontinuance of
construction.  Any such abandonment or discontinuance, for whatever reason,
shall not constitute a default by Owner.

      11.05.     Upon any termination of this Agreement under Section 11.04
above, or  upon default  of either  party  under  Section  11.02  or 11.03,
Construction Manager shall:

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<PAGE>
                 (a)  Discontinue all  Services on a date to be agreed upon
and make no  further commitments except as  may be necessary for completion
of  Work to  ensure the  facilities or the  site are free of hazards to the
public. 

                 (b)  Cancel  to the  extent permissible, or if so directed
by  Owner,  transfer  to  Owner  all commitments and agreements relating to
the Services.

                 (c)  Transfer  to Owner, in the manner, to  the extent and
at the time directed by it, the completed  and uncompleted Work,  supplies,
materials  and  other  property produced  as a part of  or acquired in  the
performance of the Services.

                 (d)  Take  action  as   Construction   Manager   may  deem
necessary,  or  as  Owner   may  direct,  for  the  protection of  property
which  is  in  the  possession  of  Construction Manager and in which Owner
has or may acquire any interest.

                 (e)  Deliver to Owner all original files and records.

                 (f)  Deliver to  Owner  all  original construction budgets
and schedules.

      11.06.     Upon  any termination of  this  Agreement, Owner, or  Con-
struction  Manager  on  behalf  of  Owner,  shall   pay   and  satisfy  all
obligations  which have been made or incurred by Owner or on Owner's behalf
in connection with the Services through the date of such termination.


                                 ARTICLE 12
                          PROJECT REPRESENTATIVES

      12.01      Owner  designates Kenneth R. Wynn and  William R. Smith as
Owner  Representatives  under this Agreement.   Owner Representatives shall
have the right to act for Owner  in  all matters relating to this Agreement
and Owner  shall be bound by any  consents  or approvals given by any Owner
Representative.  The  Owner  may designate other Owner Representatives from
time to time by written notice to Construction Manager.

      12.02      Construction   Manager  designates  Michael J. Mennella as
Project Executive under this  Agreement.   The Project Executive shall have
the right to act for Construction Manager in all matters  relating  to this
Agreement and Construction  Manager  shall  be  bound  by  any  consents or
approvals  given  by  the  Project  Executive.   The Project Executive will
be assigned on a full-time basis  during  the Consultancy and Services per-
forming  duties  from  New  York  and  New  Jersey  until  major trades are
awarded.  After  such time all duties will be performed at the Construction
Manager's Field  Office  in New Jersey.  The Construction Manager shall not

                                   14
<PAGE>
reassign  the  Project Executive  without  prior  written approval from the
Owner.

      12.03.     Construction  Manager  shall submit  a Management Staffing
Plan  to the  Owner for approval  no later  than  sixty  (60) days prior to
commencement  of  Services.    Any  revisions to  the  approved  Management
Staffing Plan shall be submitted to the Owner for approval.


                                 ARTICLE 13
                                MISCELLANEOUS

      13.01.     All notices required or permitted to be  given pursuant to
this Agreement  shall be in writing and  shall  be deemed  validly given if
sent by  United States  certified  mail  or  overnight  commercial delivery
service, addressed to the parties as follows:

      OWNER:       MAC, CORP. Construction
                   3260 South Industrial Road
                   Las Vegas, NV 89109
                   Attn:  Kenneth R. Wynn, President or
                          William R. Smith, Vice President

      CONSTRUCTION
      MANAGER:     Tishman Construction Corporation of New Jersey
                   666 Fifth Avenue
                   New York, NY 10103
                   Attn:  Daniel R. Tishman, President or
                          Michael J. Mennella, Executive Vice President

     Notices  sent  by  United  States  certified mail  shall  be deemed to
have  been  received  on the  fourth  day  following deposit  in  a  United
States Post Office.   Notices sent by overnight commercial delivery service
shall be  deemed to  have been  received on the next business day following
deposit with such delivery service.

      13.02      The captions and headings herein contained are for conven-
ience only  and shall  in no  way modify or limit  the terms, provisions or
conditions hereof.

      13.03.     This Agreement constitutes the entire contract between the
parties  and supersedes all  prior written or  oral negotiations and agree-
ments.   No provisions  of this  Agreement shall  be  changed  or modified,
nor shall this  Agreement  be discharged,  in  whole  or in part, except by
an agreement in writing  signed by the  party  against  whom  the   change,

                                   15
<PAGE>
modification or  discharge is claimed or sought to be enforced.  No  waiver
of  any  of the conditions or provisions  of  this Agreement  or  of any of
the rights of either party  hereunder shall  be effective or binding unless
such waiver shall be  in writing  and  signed  by the party claimed to have
given, consented to or suffered the waiver.

      13.04.     If  Owner  requests  Construction  Manager  to perform the
Work  of  any trade, such as concrete  work,  and Construction  Manager  so
agrees, then  Owner  shall  pay  to Construction  Manager, as a Cost of the
Work, a fee  of  four percent  (4%) of the Cost of such Work plus the extra
cost  of  insurance,  if  any,  required  to  be  carried  by  Construction
Manager.    Reimbursement shall be made to Construction  Manager as  though
the  monies  were  due  to  Construction  Manager in  the  capacity  of  an
independent trade contractor and Construction Manager  shall,  with respect
to  such Work, additionally  have all rights and obligations of an indepen-
dent trade contractor.

      13.05.     Notwithstanding any other provision  in  this Agreement to
the  contrary,  the  parties  agree  that  this Agreement shall not be con-
strued, in part or in whole, to give rise to any rights, claims or benefits
to  any person, firm  or entity  other  than the signatories to this Agree-
ment.   There are  no  third-party beneficiaries to this  Agreement  and no
terms  or  provisions  of  this  Agreement  may be enforced  by  or for the
benefit  of any person or party not a signatory to this Agreement.  Nothing
contained  herein shall  be deemed  to  create  any  partnership  or  other
relationship  between  Owner  and Construction Manager  other than that  of
principal and agent.

      13.06.     This Agreement shall be governed by  the laws of the State
of New Jersey.


      IN WITNESS WHEREOF,  the  parties  have  caused  this Agreement to be
duly executed and delivered as of the date first above written.

MAC, CORP. Construction (Owner)         Tishman Construction Corporation of
                                        New Jersey (Construction Manager)



By:    KENNETH R. WYNN                  By:  DANIEL R. TISHMAN
       ---------------                       -----------------
       Kenneth R. Wynn                       Daniel R. Tishman
       President                             President

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