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                                                                    Exhibit 10.2

                             1997 EDITION - ELECTRONIC FORMAT

                                             AIA DOCUMENT B151-1997

ABBREVIATED STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT

AGREEMENT made as of the 21st day of November in the year 2003

BETWEEN the Architect's client identified as the Owner:

Premier Entertainment, LLC
c/o Joseph Billhimer
11400 Reichold Road
Gulport, MS  39503

and the Architect:
Paul Steelman, Ltd.
3330 West Desert Inn Road
Las Vegas, NV  89102

For the following Project:

Architect's Project #23020 - Hard Rock Biloxi located in Biloxi, Mississippi
consisting of a Hotel, Casino (Barge), Design/Build Parking Structure, Pool/Spa
and food and beverage and entertainment facilities.

The Hotel shall have a footprint of approximately 20,000 sf., eleven (11)
stories with a total square footage of 234,500 sf. The first level of the hotel
shall include a Hard Rock Cafe (7,200 sf), hotel lobby (2,474 sf), a promenade
(3,900 sf), and a restaurant (5,700 sf), Typical Hotel Guest Rooms shall start
from levels 2 thru 11 totaling two-hundred eighty-two (282) typical guest rooms
(420 sf each) and twenty-four (24) suites. Level two (2) shall also accommodate
a Health Club/spa facility (7,850 sf) and there will be a separate Club at the
top floor of the hotel. The hotel structure shall be constructed of
cast-in-place, post-tensioned, concrete. The Facade shall be a combination of
EIFS assembly and an aluminum frame curtain wall system with insulated glazing
units. The structure shall sit on a pile foundation with grade beams.

The Casino shall be comprised of an 85,000 sf barge that will sit in tidal
waters, tethered to the bottom of the channel to remain at a constant level. The
exterior walls and roof of the barge shall be built independently from the barge
on pilings around the barge. The same superstructure shall also serve as
breakwater containment, as well as the extension boat slip marina. The roof
structure shall clearspan the 213' width of the barge with a barrel truss
design. The Barge shall house 48,400 sf of Graming Area, a 13,000 sf Buffet and
Bakery with 6,450 sf of Kitchen and

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

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Servery space, the main Casino Cashier (4,030 sf), a Steak House and Bar (5,190
sf) and a Center Bar (2,360 sf). The Low-rise structure shall be 2 stories with
a mezzanine and a total of 163,000 sf of space, and shall have an adjoining
resort style pool and beach area. The first level of the low-rise (52,640 sf)
shall contain the Hard Rock Live Performance Center (12,000 sf), an overhead
connecting bridge between the casino and parking garage structure, with white
box spaces along the connecting bridge for future tenants, public restrooms, and
an arcade. The second level of the low-rise (40,000 sf) shall house
administration office space (6,200 sf), central plant area (5,510 sf),
electrical room (4,140 sf), white box spaces for future development (6,450 sf),
security, surveillance, and the circulation spaces. A Mezzanine level shall
contain a balcony for the Hard Rock Live, a VIP Lounge also for the Hard Rock
Live area, toilets, green room and dressing rooms front office spaces (6,100
sf), housekeeping (3,030 sf), uniform storage (504 sf), L&F supplies and sewing
area (944 sf), linen storage (1,515 sf) electrical equipment room (2,560 sf),
AHU room (5,070 sf), employee toilets, employee dining, and employee uniform
area. The structure for the low-rise shall be structural steel frame, with
concrete and steel composite decks. The foundation shall be comprised of piles
and concrete grade beams.

The Parking Garage provides a total of 1,608 spaces that include 1,238 self-park
spaces for patrons and employees, 320 valet parking spaces, 50 dedicated spaces
for the small craft harbor and 3 bus arrival spaces. The total square footage of
the parking structure is approximately 520,000 sf. In addition to the parking
structure an additional 72 on-grade parking spaces are provide under the
low-rise as VIP/Valet parking.

The Owner and Architect agrees as follows:

Article 1.1    INITIAL INFORMATION:

1.1.1          This Agreement is based on the following information and
               assumptions:

1.2.1          PROJECT PARAMETERS

1.1.2.1        THE OBJECT OR USE IS:
               Landside Hotel and Casino Barge.

1.1.2.2        THE PHYSICAL PARAMETERS ARE:

Architect's Project #23020 - Hard Rock Biloxi located in Biloxi, Mississippi
consisting of a Casino (Barge), Design/Build Parking Structure, Pool/Spa and
food and beverage and entertainment facilities. The Hotel shall have a footprint
of approximately 20,000 sf., eleven (11) stories with a total square footage of
234,500 sf. The first level of the hotel shall include a Hard Rock Cafe (7,200
sf), hotel lobby (2,474 sf), a promenade (3,900 sf), and a restaurant (5,700
sf). Typical Hotel Guest Rooms shall start from levels 2 thru 11 totaling
two-hundred eighty-two (282) typical guest rooms (420 sf each) and twenty-four
(24) suites. Level two (2) shall also accommodate a Health Club/spa facility
(7,850 sf) and there will be a separate Club at

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                        2
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the top floor of the hotel. The hotel structure shall be constructed of
cast-in-place, post-tensioned, concrete. The Facade shall be a combination of
EIFS assembly and an aluminum frame curtain wall system with insulated glazing
units. The structure shall sit on a pile foundation with grade beams.

The Casino shall be comprised of an 85,000 sf barge that will sit in tidal
waters, tethered to the bottom of the channel to remain at a constant level. The
exterior walls and roof of the barge shall be built independently from the barge
on pilings around the barge. The same superstructure shall also serve as
breakwater containment, as well as the extension boat slip marina. The roof
structure shall clearspan the 213' width of the barge with a barrel truss
design. The Barge shall house 48,400 sf of Gaming Area, a 13,000 sf Buffet and
Bakery with 6,450 sf of Kitchen and Servery space, the main Casino Cashier
(4,030 sf), a Steak House and Bar (5,190 sf) and a Center Bar (2,360 sf). The
Low-rise structure shall be 2 stories with a mezzanine and a total of 163,000 sf
of space, and shall have an adjoining resort style pool and beach area. The
first level of the low-rise (52,640 sf) shall contain the Hard Rock Live
Performance Center (12,000 sf), an overhead connecting bridge between the casino
and parking garage structure, with white box spaces along the connecting bridge
for future tenants, public restrooms, and an arcade. The second level of the
low-rise (40,000 sf) shall house administration office space (6,200 sf), central
plant area (5,510 sf), electrical room (4,140 sf), white box spaces for future
development (6,450 sf), security, surveillance, and the circulation spaces. A
Mezzanine level shall contain a balcony for the Hard Rock Live, a VIP Lounge
also for the Hard Rock Live area, toilets, green room and dressing rooms front
office spaces (6,100 sf), housekeeping (3,030 sf), uniform storage (504 sf), L&F
supplies and sewing area (944 sf), linen storage (1,515 sf) electrical equipment
room (2,560 sf), AHU room (5,070 sf), employee toilets, employee dining, and
employee uniform area. The structure for the low-rise shall be structural steel
frame, with concrete and steel composite decks. The foundation shall be
comprised of piles and concrete grade beams.

The Parking Garage provides a total of 1,608 spaces that include 1,238 self-park
spaces for patrons and employees, 320 valet parking spaces, 50 dedicated spaces
for the small craft harbor and 3 bus arrival spaces. The total square footage of
the parking structure is approximately 520,000 sf. In addition to the parking
structure an additional 72 on-grade parking spaces are provide under the
low-rise as VIP/Valet parking.

1.1.2.3        THE OWNER'S PROGRAM IS:
               TO BE DETERMINED

1.1.2.4        THE LEGAL PARAMETERS ARE:
               The legal description of the Project is set forth on Exhibit A-1
through A-12 attached hereto and made a part thereof.

1.1.2.5        THE FINANCIAL PARAMETERS ARE AS FOLLOWS:

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                        3
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               .1   Amount of the Owner's overall budget for the Project,
including the Architect's compensation per Schematic Budget attached as Exhibit
"C" and made a part hereof. (Does not include Land, Pre-Opening Expenses,
Working Capital and Machine Loads, Financing Costs or Contingency).

               .2   Amount of the Owner's budget for the Cost of the Work
excluding the Architect's compensation per Schematic Budget attached as Exhibit
"C" and made a part hereof. (Does not include Land, Pre-Opening Expenses,
Working Capital and Machine Loads, Financing Costs or Contingency).

1.1.2.6        THE TIME PARAMETERS ARE:
               As set forth on the Project Schedule attached hereto as Exhibit
"B" and made a part hereof.

1.1.2.7        THE PROPOSED PROCUREMENT OR DELIVERY METHOD FOR THE PROJECT IS:
               Construction of the Project to be performed by Roy Anderson
Corp., as general contractor.

1.1.2.8        OTHER PARAMETERS ARE:
               None

1.1.3          PROJECT TEAM

1.1.3.1        The Owner's Designated Respective is:
               Joseph Billhimer
               Owner reserves the right to designate a substitute Owner's
Project representative, upon written notice to Architect, which written notice
shall define the scope of such Project representative's authority to make
decision on behalf of Owner regarding the Project.

1.1.3.2        The persons or entities, in addition to the Owner's Designated
Representatives, who are required to review the Architect's submittals to the
Owners are:
               Professional Associates Construction Services, Inc. ("PACS"),
the Independent Construction Consultant engaged by Owner.

1.1.3.3        The Owner's other consultants and contractors are:
               Environmental Issues and permitting:
               Brown & Mitchell

               Traffic studies:
               Neil Schafer Inc.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                        4
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               Geotechnical services:
               Eutis Engineering Co. Inc.

               General Contractor
               Roy Anderson Corp.

               ALTA Survey, surveying assistance:
               Wink Inc.

               Soil Testing:
               Challenge Engineering & Testing Inc.

1.1.3.4        The Architect's Designated Representative is:
               Paul Steelman
               Ethan Nelson
               Kevin Knisely
               Paul Steelman, Ltd.
               3330 West Desert Inn Road
               Las Vegas, NV  89102
               Phone: (702) 873-0221

1.1.3.5        The consultants retained at the architect's expense are:

               Interior Design
               Paul Steelman Design Group
               3330 West Desert Inn Road
               Las Vegas, NV  89102
               Phone: (702) 873-0221

               Lighting Design
               Paul Steelman Design Group
               3330 West Desert Inn Road
               Las Vegas, NV  89102
               Phone: (702) 873-0221

               Graphic Design
               Paul Steelman Design Group
               3330 West Desert Inn Road
               Las Vegas, NV  89102
               Phone: (702) 873-0221

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                        5
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               Civil Engineer
               Wink, Incorporated
               119 Main Street
               Biloxi, MS 39530

               Naval Architect and Structural Engineer
               Reigstad & Associates, Inc.
               Corporate Office
               192 West 9th Street
               Suite 200
               St. Paul, MN 55102

               FEMA Consultant
               Gee & Jensen a division of CMH2Hill
               One Harvard Circle
               West Palm Beach, FL 33409

               Mechanical Engineer
               Finnegan Erickson Associates
               444 East Warm Springs Road
               #112
               Las Vegas, NV 89119

               Electrical Engineer, MATV/CATV/POS/Telecommunications
               & Fire/Life Safety
               OMB Electrical Engineers, Inc.
               8659 Research Drive
               Suite 100
               Irvine, CA 92618

               Food Service Consultant
               JEM Associates
               524 Maple Avenue
               Suite 2
               Linwood, NJ 08221

               Landscape Architect
               Site Works, Inc.
               605-37th Street South
               Birmingham, AL 35222-3203

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                        6
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               Acoustic/Audio/Visual
               Chips Davis Designs
               4650 Greenbush Drive
               Concord, CA 94521

               Surveillance
               Worldwide Casino Consulting, Inc.
               6130 West Flamingo Road
               #421
               Las Vegas, NV 89103

Specifically excluded are Geotechnical, Traffic and Environmental Consultants

ARTICLE 1. ARCHITECT'S RESPONSIBILITIES

   1.1    The services performed by the Architect, Architect's employees and
   Architect's consultants shall be as enumerated in Articles 2, 3, and 12.

   1.2    The Architect's services shall be performed as expeditiously as is
   consistent with professional skill and care and the orderly progress of the
   Work. The Architect has prepared the Project Schedule including an estimate
   of construction duration, in the form attached hereto as Exhibit "B" (the
   "Project Schedule"). The Project Schedule may be adjusted as the Project
   proceeds, and shall include allowances for period of time required for the
   Owner's review and for approval of submission by authorities having
   jurisdiction over the Project. Time limits established by the Project
   Schedule approved by the Owner shall not, except for reasonable cause, be
   exceeded by the Architect or Owner. Any adjustments to the Project Schedule
   shall be void and of no force and effect until such adjustments are agreed to
   in writing by Owner and Architect. Owner's approval of any proposed
   adjustments to the Project Schedule shall not be unreasonably withheld. Owner
   shall be entitled to withhold its approval if any proposed adjustments to the
   Project Schedule would exceed the required completion date provided for in,
   or otherwise be inconsistent with the disbursement Agreement (as defined in
   Section 1.3 below). The standard of care for all design professional services
   performed to execute the Work shall be the care and skill ordinarily used by
   members of the design profession who are experienced in the design of hotel
   casino projects.

   1.3    The Architect understands that the Owner will be obtaining financing
   for the Project ("Project Financing") and that in connection therewith, Owner
   will enter into that certain Cash Collateral and Disbursement agreement dated
   as of November ____, 2003 (the "Disbursement Agreement") by and among
   Standard Federal--Corporate & Institutional Trust, a Division of LaSalle
   Bank, National Association, as disbursement agent, securities intermediary
   and depositary bank (together with any successor disbursement agent permitted

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

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   thereunder, the "Disbursement Agent"), Standard Federal--Corporate &
   Institutional Trust, a Division of LaSalle Bank, National Association, as
   trustee under the Indenture (as defined therein) (together with its
   successors and assigns from time to time under the Indenture, the "Trustee"),
   Professional Associates Construction Services, Inc., a California corporation
   (referred to herein alternatively as "PACS" and the "Independent Construction
   Consultant"), Premier Entertainment Biloxi LLC (d/b/a Hard Rock Hotel &
   Casino Biloxi), a Delaware limited liability company (as successor in
   interest by merger with Premier Entertainment, LLC, a Mississippi limited
   liability company), and Premiere Finance Biloxi Corp., a Delaware corporation
   ("Premier Finance Corp."). The Architect acknowledges that certain approvals
   and satisfaction of certain conditions are required under the terms of the
   Disbursement Agreement from the Disbursement Agent and the Independent
   Construction Consultant including, without limitation, conditions relating to
   approval of Contractor's Application for Payment under Section 2.6.9.1 of
   this Agreement and Change Orders as provided in Section 2.6.13 of this
   Agreement. The Architect acknowledges and agrees that the terms of this
   Agreement, and any amendments hereto, shall hereby be subject and subordinate
   to such Project Financing and any documents evidencing such Project
   Financing, including, without limitation, the Disbursement Agreement. The
   Architect acknowledges and agrees that the Owner may collaterally assign any
   or all of its rights under this Agreement to the Trustee for the noteholders.
   The Architect further acknowledges that Joseph Billhimer shall initially act
   as the Owner's representative for the Project and shall be involved on a
   day-to-day basis in the Project. Owner reserves the right to designate a
   substitute Owner's Project representative, upon written notice to Architect,
   which written notice shall define the scope of such Project representative's
   authority to make decisions on behalf of Owner regarding the Project. The
   Architect agrees to cooperate and work with Joe Billhimer or any substitute
   Project representative that may be designated by Owner concerning all aspects
   of the Project. In addition, Architect acknowledges that Owner has retained
   Professional Associates Construction Services, Inc. as the Independent
   Construction Consultant. Architect agrees to cooperate with the Independent
   Construction Consultant in assisting the Independent Construction Consultant
   to perform its duties and obligations under the Disbursement Agreement (as
   hereinafter defined), and to take such further steps as Owner and/or the
   Independent Construction Consultant may reasonably request in order to
   facilitate the performance by the Independent Construction Consultant of its
   duties and obligations under the Disbursement Agreement. The Architect also
   agrees to give the Owner and to the Independent Construction Consultant, at
   no additional cost, except for printing and shipping costs, copies of all
   plans, specifications, drawings, electronic files and records relating to the
   Project ("Construction Documents").

   1.4    Any designs, drawings or specifications prepared or furnished by the
   Architect and/or the consultants hired by the Architect to perform a portion
   of its services ("Consultants") that contain discrepancies, errors,
   conflicts, inconsistencies, or omissions shall be promptly corrected by the
   Architect and/or its Consultants at no cost or expense to the Owner. The

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                        8
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   Owner's approval, acceptance, use of, or payment for all or any part of the
   Architect's services shall in no way alter the Architect's obligations or the
   Owner's rights hereunder.

   1.5    The Architect agrees that all Drawings and Specifications and other
   Construction Documents prepared or furnished by Architect for the Project
   which are utilized by the Owner and/or Owner's contractor or contractors,
   shall be reasonably adequate in all respects for their intended purposes,
   which intended purposes shall not be unreasonable, as disclosed to the
   Architect by the Owner. The Architect shall notify the Owner in a prompt and
   timely manner of any discovered discrepancies, errors, conflicts,
   inconsistencies or omissions necessary to provide complete documents
   including Construction Documents for such intended purposes.

   1.6    The Architect shall be fully responsible for performing and
   coordinating all of Architect's Basic and Additional Services required under
   this Agreement, regardless of whether performed by its own employees or by
   the Architect's Consultants. The purpose of such coordination is to ensure
   that the services required are performed in an efficient, timely, and
   economical manner. The Architect shall be responsible to the Owner for the
   services furnished to the Architect by any Consultant to the same extent as
   if the Architect had furnished the service itself. The Architect shall notify
   the Owner of any inconsistencies or discrepancies between its design and the
   services of Owner's own consultants, if any.

   1.7    The Architect shall not employ or use any Consultant without the
   Owner's prior review and written approval, which shall not be unreasonably
   withheld.

   1.8    The Architect shall provide a design which will comply with all
   applicable federal, state and local laws, statutes, ordinances, rules,
   regulations, orders or other legal requirements, relating to the construction
   and intended use and occupancy of the Project (collectively "Governmental
   Requirements") existing on the date of this Agreement through the date of the
   Owner's approval of the completed Construction Documents (the "Initial Design
   Period"). Nothing contained herein shall relieve Architect of its obligations
   to modify, at its sole cost and expense, any Construction Documents where the
   Architect has failed to prepare such in compliance with the applicable
   Governmental Requirements during the Initial Design Period.

   1.9    The Architect shall not intentionally or knowingly design, specify or
   incorporate in the Construction Documents for the Project, and shall not
   intentionally or knowingly approve any shop drawings, specifying any
   Hazardous Materials, in such manner that, if used as designed, would violate
   the requirements of any existing Governmental Requirements, or would cause
   substantial damage to the environment, or in such a manner as to leave any
   residue which could reasonably be expected to (i) be hazardous to persons or
   property or (ii) cause liability to the Owner. For purposes of this
   Agreement, the term "Hazardous Materials" means any hazardous or toxic
   substances, materials or waste, including, but not

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                        9
<Page>

   limited to, those substances, materials and wastes listed in the United
   States Department of Transportation Table (49 CFR 172.101) or by the
   Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
   amendments thereto, or such substances, materials and wastes which are or
   become regulated under any applicable local, state or federal law including,
   without limitation, any material, waste or substance which is (i) governed,
   regulated, listed and/or defined under Mississippi Environmental Protection
   Laws, (ii) petroleum, (iii) asbestos or asbestos products, (iv)
   polychlorinated biphenyls, (v) described as a "hazardous substance" pursuant
   to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33
   U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act
   (33 U.S.C. Section 1317), (vi) defined as a "hazardous waste" pursuant to
   Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section
   6901 et seq. (42 U.S.C. Section 6903), (vii) defined as a "hazardous
   substance" pursuant to Section 101 of the Comprehensive Environmental
   Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42
   U.S.C. Section 9601), or (viii) referenced in the Hazardous Materials
   Transportation Act, 49 U.S.C. Section 1802 et seq., as the same may be
   amended from time to time. The Architect's violation of this Paragraph shall
   constitute a failure to conform in its conduct with the standard of care as
   set forth in Paragraph 1.2 of this Agreement. This Architect's responsibility
   under this Paragraph 1.9 shall be limited to the knowledge about Hazardous
   Materials (as defined herein) that the Architect gains (exercising the
   standard of care set forth in Paragraph 1.2 above) in the Architect's review
   of manufacturers' specifications and/or brochures for the Project. The Owner
   shall use its best efforts to obligate the Contractor to refrain from
   obtaining any Hazardous materials in the procurement phase of the Project, or
   installing any Hazardous Materials in the construction phase of the Project.

ARTICLE 2. SCOPE OF ARCHITECT'S BASIC SERVICES

   2.1 DEFINITION

   The Architect's Basic Services consist of those described in Paragraphs 2.2
   through 2.6 and any other services identified in Article 12 as part of Basic
   Services, and include normal structural, mechanical and electrical and
   engineering and/or design services necessary to produce a complete and
   accurate set of Construction Documents.

     2.1.1   The scope of work described in Paragraph 12.3 and 12.5 of this
     Agreement shall be included in the scope of work in Article 2 as Basic
     Services.

     2.1.2   Should the Architect decide to delegate to the Contractor any
     professional design services or certifications by a design professional
     related to systems, materials or equipment, the Architect shall notify the
     Owner in writing of such delegation and obtain the Owner's written consent
     thereto, prior to making any such delegation. In addition, upon the
     transmission of the Construction Documents to the Contractor, and prior to
     any

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       10
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     subsequent delegation, the Architect shall provide both the Owner and the
     Contractor with a list of all professional design services or
     certifications delegated so that the Owner and Contractor can make
     arrangements to obtain the appropriate insurance for such delegated
     professional design services or certifications. For any delegated
     professional design services or certifications, the Architect shall specify
     all performance and design criteria that such services or certifications
     must satisfy. For all professional design services or certifications by a
     design professional related to systems, materials or equipment that are
     specifically required of the Contractor by the Contract Documents
     (including, without limitation, the design-build parking garage), the
     Architect shall review the Contract Documents prepared by or on behalf of
     the Contractor for conformance to all performance and design criteria set
     forth in the Specifications, provided, however, that Architect shall not be
     liable for any defects, errors or omissions by Owner's contractor or any
     consultant of Owner. Pursuant to this Subparagraph 2.1.2., the Architect
     will review, approve or take other appropriate action or submittals (1) for
     the purpose of checking for conformance with information given and the
     design concept expressed in the Contract Documents (including, without
     limitation, the design-build parking garage), and (2) to assure that the
     design conforms with all design and performance criteria set forth in the
     Specifications.

   2.2 SCHEMATIC DESIGN PHASE

     2.2.1   The Architect in consultation with the Owner and any other persons
     or entities designated by Owner shall develop a written program for the
     Project to ascertain Owner's needs and to establish the requirements for
     the Project.

   2.2.1.1     A copy of the Owner's Program dated November 12, 2003 and
   Schematic Budget dated November 12, 2003, are attached hereto as Exhibit
   "C." The Owner and the Architect agree that: (a) for purposes of
   calculating the Owner's construction budget under Paragraph 2.3.3 hereof,
   the Owner's Program and the Schematic Budget shall form the basis of the
   Owner's construction budget as defined in Paragraph 1.1.2.5 hereof as of
   the date of execution of this Agreement; and (b) the Owner's construction
   budget shall not be increased except by written approval of the Owner and
   satisfaction of the conditions set forth in the Disbursement Agreement
   relating to changes to the Project budget.

     2.2.2   The Architect shall update the Project Schedule as may be
     appropriate. The Architect shall not change the Project Schedule without
     the Owner's written approval.

     2.2.3   The Architect shall review with the Owner alternative approaches to
     design and construction of the Project. The Architect shall prepare
     schematic design alternatives of architectural components, including plans,
     sections and elevations and electrical and mechanical systems for review
     with Owner.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       11
<Page>

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

     2.2.5   Intentionally Omitted.

   2.3 DESIGN DEVELOPMENT PHASE

     2.3.1   Based on the approved Schematic Design Documents and any
     adjustments authorized by the Owner in the program, schedule or
     construction budget, the Architect shall prepare, for approval by the
     Owner, Design Development Documents consisting of drawings and other
     documents to fix and describe the size and character of the Project as to
     architectural, structural, mechanical and electrical systems, civil
     engineering, Project site work, materials and such other elements as may be
     appropriate. The Design Development Documents shall be prepared so that the
     Construction Documents will be completed in accordance with all
     Governmental Requirements.

     2.3.2   The Architect shall provide the Design Development Documents to the
     Contractor and to the Independent Construction Consultant. Following the
     Owner's approval of the Design Development Documents, the Contractor shall
     submit the GMP upon which the Owner intends to execute a Contract for
     Construction based on that GMP. If that GMP exceeds the Owner's
     construction budget, then, at the Owner's option, the Architect shall
     perform Architectural and Engineering services to revise the Construction
     Documents so that the actual construction cost does not exceed the Owner's
     construction budget. The Architect shall perform these services as part of
     Basic Services.

     2.3.3   During the Design Development Phase of the Project, the Architect
     shall cooperate with the Contractor in reviewing the Contractor's estimate
     and advising Owner with respect to the Contractor's estimate.

   2.4 CONSTRUCTION DOCUMENTS PHASE

     2.4.1   Based on the approved Design Development Documents and any further
     adjustments in the scope or quality of the Project or in the construction
     budget authorized by the Owner, the Architect shall prepare, for approval
     by the Owner, Construction Documents consisting of Drawings and
     Specifications setting forth in detail the requirements for the
     construction of the Project. The Construction Documents shall comply with
     all Governmental Requirements as set forth in Section 1.8.

     2.4.2   Intentionally Omitted.

     2.4.3   Intentionally Omitted.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       12
<Page>

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

     2.4.5   At 50% completion of the Construction Documents, the Architect
     shall provide the 50% complete Construction Documents to the Contractor, to
     allow the Contractor to review the Construction Documents and provide an
     analysis and recommendations to Owner whether the Contract is within the
     Owner's construction budget.

     2.4.6   It is understood and agreed that the Project shall be designed to
     conform fully to the requirements of the applicable building, fire and
     other codes of the federal, state and local authorities having jurisdiction
     over the Project. If a building or other permit is denied because of
     non-conformance of the design to such codes, which the Architect reasonably
     should have anticipated, Architect is solely responsible, at Architect's
     sole cost and expense, to either contest such denial (provided the
     construction time schedule is not adversely affected and the GMP is not
     increased) or to redesign any non-conforming portion.

   2.5 BIDDING OR NEGOTIATION PHASE

       Intentionally Omitted.

   2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT

     2.6.1   The Architect's responsibility to provide Basic Services for the
     Construction Phase under this Agreement commences with the award of the
     Contract for Construction and terminates at the earlier of the issuance to
     the Owner of the final Certificate for Payment or 90 days after the date of
     Substantial Completion of the Work.

     2.6.2   Intentionally Omitted.

       2.6.2.1      The Architect shall execute and be bound by the General
       Conditions substantially in the form attached hereto as Exhibit "D" ("the
       Owner's Form of General Conditions") and/or as modified by agreement of
       the Owner, the Architect, and the Contractor in the negotiation of the
       Contract for Construction between the Owner and the Contractor. The
       Architect shall not unreasonably withhold its consent to any additions
       to, deletions from, and/or modifications of the Owner's Form of General
       Conditions resulting from the negotiation between the Owner and the
       Contractor of the Contract for Construction.

     2.6.3   The duties, responsibilities and limitations of authority of the
     Architect may be unreasonably restricted, modified or extended by the Owner
     after the date of this

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       13
<Page>

     Agreement, and if they are substantially restricted, modified or extended,
     such shall me memorialized in a written agreement between the Owner and the
     Architect.

     2.6.4   The Architect shall have authority to act on behalf of the Owner
     only to the extent provided in this Agreement unless otherwise modified by
     written instrument.

     2.6.5   The Architect shall provide personnel on-site during construction
     or as otherwise agreed by the Owner and the Architect in writing to become
     generally familiar with the progress and quality of the Work completed and
     to determine in general if the Work is being performed in a manner
     indicating that the Work, when completed, will be in accordance with the
     Contract Documents and all Governmental Requirements. The Architect shall
     neither have control over or charge of, nor be responsible for, the
     construction means, methods, techniques, sequences or procedures, or for
     safety precautions and programs in connection with the Work, since these
     are solely the Contractor's rights and responsibilities under the Contract
     Documents. The Architect shall promptly submit to the Owner a detailed
     written report not less frequently than monthly, to keep the Owner informed
     of the progress and quality of the Work and shall endeavor to guard the
     Owner against defects and deficiencies in the Work. The Architect shall
     exercise substantial care and diligence in discovering and promptly
     reporting to the Owner any defects, errors, omissions or deficiencies in
     the work of the Contractor or any of its subcontractors, or their agents or
     employees.

   2.6.5.1   If any defects, errors, omissions or deficiencies in Construction
   Documents result in (a) a need for additional on site presence, or (b) a
   delay in the construction schedule requiring an extension of time for the
   Contractor to complete its work, then (i) the Architect and/or its
   Consultants shall provide all additional on site presence as needed, without
   additional cost to the Owner, and (ii) the Architect shall be liable to the
   owner for the Owner's losses resulting from any such time extension(s).

     2.6.6    The Architect shall not be responsible for the Contractor's
     schedules or failure to carry out the Work in accordance with the Contract
     Documents. The Architect shall not have control over or charge of acts or
     omissions of the Contractor, Subcontractors, or their agents or employees,
     or of any other persons performing portions of the Work.

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

     2.6.8   Communications by and with the Architect's consultants shall be
     through the Architect. Notwithstanding anything to the contrary in this
     Agreement, the Owner may communicate with, or issue instructions to, the
     Contractor directly, provided that the Owner shall notify the Architect of
     such instructions with reasonable promptness thereafter.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       14
<Page>

     2.6.9   CERTIFICATES FOR PAYMENT

   2.6.9.1    Based on the Architect's observations at the site of the Work and
   evaluations of the Contractor's Applications for Payment, the Architect shall
   review and certify the amounts due the Contractor within five (5) days after
   receipt of the Contractor's Application for payment, and shall, for each of
   Contractor's invoices, issue to the Owner and/or the Disbursement Agent an
   Architect's Certificate in the form attached as an exhibit to the
   Disbursement Agreement (the "Architect's Certificate") together with the
   Contractor's Application for Payment and any other documents, certificates,
   instruments and information reasonably requested by the Owner or required to
   be provided to the Trustee, the Disbursement Agent and/or the Independent
   Construction Consultant under the terms of the Disbursement Agreement.

   2.6.9.2    The Architect's certification for payment shall constitute a
   representation to the Owner, based on the Architect's observations at the
   site as provided in Subparagraph 2.6.5 and on the data comprising the
   Contractor's Application for Payment, that the Work has progressed to the
   point indicated and that, to the best of the Architect's knowledge,
   information and belief, the quality of the Work is in accordance with the
   Contract Documents. The foregoing representations are subject (1) to an
   evaluation of the Work for conformance with the Contract Documents upon
   Substantial Completion, (2) to results of subsequent tests and inspections,
   (3) to correction of minor deviations from the Contract Documents prior to
   completion, and (4) to specific qualifications expressed by the Architect.

   2.6.9.3    The Architect's execution of a certification for payment shall
   further constitute the Architect's representation that the Contractor is
   entitled to payment in the amount certified. However, the Architect's
   execution of a Certificate for Payment shall not be a representation that the
   Architect has (1) made exhaustive or continuous on-site inspections 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 Contractor's right to
   payment, or (4) ascertained how or for what purpose the Contractor has used
   money previously paid on account of the Contract Sum.

     2.6.10  Subject to the provisions of Paragraph 2.6.5, the Architect shall
     have the responsibility and authority to reject Work that does not conform
     to the Contract Documents. Whenever the Architect considers it necessary or
     advisable for implementation of the intent of the Contract Documents, the
     Architect shall have the responsibility and authority to recommend
     additional inspection or testing of the Work in accordance with the
     provisions of the Contract Documents, whether or not such Work is
     fabricated, installed or completed; provided, however, if the Contractor
     disputes the rejection of any Work and the correction thereof shall involve
     additional cost or time, it shall be Owner's option to accept nonconforming
     work. Any such acceptance must be in

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       15
<Page>

     writing. The Architect must obtain the Owner's written approval of any such
     additional inspection or testing. 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.

     2.6.11  The Architect shall review and approve or take other appropriate
     action upon the Contractor's submittals such as Shop Drawings, Product Data
     and Samples, for the purpose of: (1) compliance with Governmental
     Requirements; (2) determining whether or not the Work, when completed, will
     be in compliance with the requirements of the Contract Documents. The
     Architect shall promptly notify Owner with respect to any Shop Drawings,
     Product Data, Samples, or other submittals which are not approved by
     Architect, which notice shall include the reasons for withholding approval.
     The Architect's action shall be taken consistent with the Project Schedule
     submitted to Owner pursuant to Paragraph 1.2 hereof so as to cause no delay
     in the Work or in the construction of the Owner, Contractor or of separate
     contractors, while allowing sufficient time in the Architect's professional
     judgment to permit adequate review. Review of such submittals is not
     conducted for the purpose of determining the accuracy and completeness of
     other details such as dimensions and quantities, or for substantiating
     instructions for installation or performance of equipment or systems
     designed by the Contractor, all of which remain the responsibility of the
     Contractor to the extent required by the Contract Documents. The
     Architect's review shall not constitute approval of safety precautions or,
     unless otherwise specifically stated by the Architect, of 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.

     2.6.12  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 Architect shall
     specify all appropriate performance and design criteria that such services
     must satisfy. Shop Drawings and other submittals related to the Work
     designed or certified by the design professional retained by the Contractor
     shall bear such professional's written approval when submitted to the
     Architect. The Architect shall be entitled to rely upon the adequacy,
     accuracy and completeness of the services, certifications or approvals
     performed by such design professionals.

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

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       16
<Page>

     intent of the Contract Documents. Should the Architect authorize any such
     minor charges in the work, the Architect shall provide the Owner with
     written notice thereof within two (2) business days of authorizing any such
     minor change in the work.

     2.6.14  On behalf of the Owner, the Architect shall (a) conduct
     inspections; (b) prepare for Owner a punchlist of observed items, materials
     or systems that require replacement or additional work by Contractor; (c)
     assist the Owner in developing an estimate of cost of such punchlist items:
     (d) determine the Dates of Substantial Completion and Final Completion; and
     (e) issue a Certificate of Substantial Completion, a final Certificate of
     Payment, and any other certifications and documents required by the terms
     and provisions of the Disbursement Agreement. Prior to issuing the final
     Certificate of Payment, the Architect will receive, review, and evaluate
     written guarantees and related documents required by the Contract for
     Construction to be assembled by the contractor and shall issue a final
     Certificate of Payment.

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

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

     2.6.17  The Architect hereby represents and warrants to the Owner the
     following: (a) that Architect is financially solvent, able to pay its debts
     as they mature and possessed of sufficient working capital to complete the
     services required and perform its obligations hereunder; (b) that Architect
     is able to furnish the services required hereunder and perform all of its
     obligations hereunder and has sufficient experience and competence to do
     so; (c) that the Architect is authorized to do business in Mississippi and
     properly licensed by all necessary governmental and public and quasi-public
     authorities having jurisdiction over it and the services required hereunder
     and the project itself; (d) that Architect's execution of this Agreement
     and its performance thereof is within its duly authorized powers; and (e)
     that Architect's duly authorized representative has visited the Project,
     familiarized the Architect with the local conditions under which the
     services required hereunder are to be performed, and based on the
     Architect's observations, the construction meets the requirements of this
     Agreement and the Construction Documents. The Architect agrees said
     representations and warranties in this Subparagraph 2.6.17 shall survive
     the execution, delivery, and performance of this Agreement.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       17
<Page>

     2.6.18  The Architect shall provide the Owner with two (2) sets of
     reproducibles showing all significant changes to the Construction Drawings
     during the Construction Phase, in a form to be agreed upon.

     2.6.19  The Owner shall have the right to disapprove any portion of the
     Architect's work on the Project, including, but not limited to, schematic
     phase, design development phase, construction phase design work, and any
     other design work or documents, on any reasonable basis, or because in the
     Owner's opinion, the construction cost of such design is likely to render
     such work or the Project infeasible. In the event that any phase of the
     Architect's work is not approved by the Owner, the Architect shall proceed,
     when reasonably requested by the Owner, with revisions to the design work
     or documents prepared for that phase to attempt to satisfy the Owner. These
     revisions will be made without adjustments to the compensation provided for
     hereunder, unless revisions are made to drawings previously approved under
     previous phases, in which case such revision services shall be paid as
     Additional Services. Should there be substantial revisions to the original
     program after the approval of schematic drawings, which changes
     substantially increase the scope of design services to be furnished
     hereunder, the Architect shall so notify Owner in writing and receive
     approval from Owner, before proceeding with revisions necessitated by such
     changes. No payment, of any nature whatsoever, will be made to Architect,
     for additional work or Additional Services, without such written approval
     by Owner.

     2.6.20  Upon the Owner's request at any time during the design or
     construction phases of this Agreement and as often as so requested, the
     Architect shall promptly provide the Owner with progress prints. The Owner
     and the Independent Construction Consultant shall at all times have
     reasonable access to the files and personnel of Architect relating to the
     Project in order to answer any reasonable questions the Owner may have
     relating to the Architect's performance on the Project.

ARTICLE 3.  ADDITIONAL SERVICES

   3.1 GENERAL

     3.1.1   The services described in this Article 3 are not included in Basic
     Services unless so identified in Article 12, and they shall be paid for by
     the Owner as provided in This Agreement, in addition to the compensation
     for Basic Services. The services described under paragraphs 3.2, 3.3 and
     3.4 shall only be provided if authorized in writing by the Owner prior to
     the commencement of such services. Prior written authorization from the
     Owner for Additional Services is a condition precedent to payment for same
     from the Owner to the Architect.

   3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       18
<Page>

     3.2.1   If more extensive representation at the site than is described in
     Subparagraph 2.6.5 or 2.6.5.1. is required, the Architect shall provide one
     or more Project Representatives to assist in carrying out such additional
     on-site responsibilities.

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

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

   3.3 CONTINGENT ADDITIONAL SERVICES

     3.3.1   Making major revisions in drawings, specifications or other
     documents when such revisions are;

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

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

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

   The services described in this Subparagraph 3.3.1 shall be deemed Additional
   Services only if the Architect actually incurs a direct increase in the
   Architect's costs.

     3.3.2   Providing services required because of significant changes in the
     Project including, but not limited to, size, quality, complexity, the
     Owner's schedule, or the method of bidding or negotiating and contracting
     for construction.

     3.3.3   Preparing Drawings, Specifications and other documentation and
     supporting data, evaluating Contractor's proposals, and providing other
     services in connection with Change Orders and Construction Change
     Directives.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       19
<Page>

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

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

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

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

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

     3.3.9   Preparing documents for alternate, separate or sequential bids or
     providing services in connection with bidding, negotiation or construction
     prior to the completion of the Construction Documents Phase, but only to
     the extent that the Architect's preparation of such documents vary from the
     Architect's Basic Services as defined in Paragraphs 12.4 and 12.5.

   3.4 OPTIONAL ADDITIONAL SERVICES

     3.4.1   Intentionally Omitted.

     3.4.2   Providing financial feasibility or other special studies.

     3.4.3   Providing planning surveys, site evaluations or comparative studies
     of prospective sites.

     3.4.4   Providing special surveys or environmental studies, and any
     submissions prepared specifically to comply with requirements of
     Mississippi gaming authorities.

     3.4.5   Providing services relative to future facilities, systems and
     equipment except as described in Section 12 as part of Basic Services.

     3.4.6   Providing services to investigate existing conditions or facilities
     or to make measured drawings thereof, except as described in Section 12 as
     part of Basic Services.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       20
<Page>

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

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

     3.4.9   Providing services in connection with separate consultants retained
     by the Owner.

     3.4.10  Providing detailed estimates of Construction Cost.

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

     3.4.12  Providing analyses of owning and operating costs.

     3.4.13  Providing other similar services required for or in connection with
     the selection, procurement or installation of furniture, furnishings and
     related equipment.

     3.4.14  Providing services for planning tenant or rental spaces.

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

     3.4.16  Preparing a set of reproducible record drawings showing significant
     changes in the Work made during construction based on marked-up prints,
     drawings and other data furnished by the Contractor to the Architect.

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

     3.4.18  Providing services after issuance to the owner of the final
     Certificate for Payment, or in the absence of a final Certificate for
     Payment, more than 90 days after the date of Substantial Completion of the
     Work.

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

     3.4.20  Intentionally Omitted.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       21
<Page>

     3.4.21  Notwithstanding anything to the contrary expressed elsewhere in
     Article 3, no architectural services made necessary, in whole or in part,
     by any fault or omission of the Architect to perform its duties,
     responsibilities or obligations under this Agreement, shall be compensated
     as an Additional Service under this Agreement.

ARTICLE 4.  OWNER'S RESPONSIBILITIES

   4.1   The Owner shall consult with the Architect regarding requirements for
   the Project, including the Owner's contemplated objectives, schedule,
   constraints and criteria, including space requirements and relationships,
   flexibility, expandability, special equipment, systems and site requirements.
   The Owner shall furnish to the Architect, within 15 days after receipt of a
   written request, information necessary and relevant for the Architect to
   evaluate, give notice of or enforce lien rights.

   4.2   The Owner, with the assistance of the Architect, shall establish and
   update an overall budget for the Project, including the Construction Cost,
   fees, permits, and testing and fixtures, furniture, and equipment.

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

   4.3   The Owner shall render decisions in a timely manner pertaining to
   documents submitted by the Architect in order to avoid unreasonable delay in
   the orderly and sequential progress of the Architect's services. It shall be
   the Architect's responsibility to timely advise the Owner of all time
   requirements and constraints with respect to such approvals and decisions.
   All communications with the Owner, written or oral, shall be made through the
   Owner's Representative.

   4.4   If available, the Owner shall furnish surveys to describe physical
   characteristics, legal limitations and utility locations for the site of the
   Project, and a written legal description of the site. All the information on
   the survey shall be referenced to a project benchmark. The Architect shall be
   entitled to reasonably rely upon such information as provided in Section 4.9
   below.

   4.5   The Owner shall furnish the services of geotechnical engineers when
   such services are reasonably requested by the Architect. Such services may
   include but are not limited to test borings, test pits, determinations of
   soil bearing values, percolation tests, evaluations of hazardous materials,
   ground corrosion tests and resistivity tests, including necessary operations
   for anticipating subsoil conditions, with reports and appropriate
   recommendations. The Architect shall review the tests and information
   furnished to the Architect by or on behalf of the Owner pursuant to this
   Paragraph 4.5.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       22
<Page>

   4.6   The Owner shall furnish the services of other consultants when such
   services are reasonably requested by the Architect provided that Owner shall
   retain such consultants reasonably required by the Architect to perform his
   services under its Agreement.

   4.7   The Owner shall furnish structural, mechanical, and chemical tests;
   tests for air and water pollution; tests for hazardous materials; and other
   laboratory and environmental tests, inspections and reports required by law.
   To the best of the Architect's knowledge, the Architect shall be responsible
   to determine when, which, and the extent that such tests, inspections, and
   reports pertaining to structural and mechanical aspects of the Project may be
   required by law or otherwise necessary, and to advise the Owner in a timely
   manner of the need for such tests. Tests pertaining to air and water
   pollution and for other hazardous materials and the type, need and extent of
   such tests, whether required by law or otherwise, shall be the responsibility
   of Owner or Owner's environmental consultants. Architect shall have the right
   to request certain reasonable environmental testing be performed by Owner or
   Owner's environmental consultant and such reasonable requests shall be timely
   granted and performed.

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

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

   4.10  If the Owner observes or otherwise becomes aware of any fault or defect
   in the Project or non-conformance with the Contract Documents, the Owner
   shall give prompt written notice thereof to the Architect: provided, however,
   this paragraph shall apply only to such knowledge of non-conformance as is
   obtained by Owner's representative or its designee, and it is specifically
   understood that the Owner and its representatives and designees shall have no
   obligation to investigate for the purpose of becoming aware of any fault,
   defect or non-conformance.

   4.11  Notwithstanding anything to the contrary in this Article 4, the Owner
   shall only furnish information or services described in this Article 4 to the
   extent that any such information or service is reasonably required by the
   Architect to perform his services under its Agreement.

ARTICLE 5.  CONSTRUCTION COST

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       23
<Page>

   5.1   DEFINITION

     5.1.1   The Construction Cost shall be the total cost or, the estimated
     cost to the Owner of all elements of the Project designed or specified by
     the Architect.

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

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

   5.2   RESPONSIBILITY FOR CONSTRUCTION COST

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

     5.2.2   Intentionally Omitted.

     5.2.3   If the Bidding or Negotiation has not commenced within 90 days
     after the Architect submits the Construction Documents to the Owner, any
     project budget or fixed limit of Construction Cost shall be adjusted to
     reflect changes in the general level of prices in the construction
     industry.

     5.2.4   Intentionally Omitted.

     5.2.5   Intentionally Omitted.

ARTICLE 6.  USE OF ARCHITECT'S INSTRUMENTS OF SERVICE

   6.1   All right, title and interest, including all right under federal and
   state copyright laws, in the Contract Documents, Drawings, Specifications,
   renderings, models, marketing materials, reports (and the electronic methods
   of reproducing such documents, including, but

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       24
<Page>

   not limited to, computer tapes or disks provided, however, that Owner agrees
   that the hard copy (paper) version of all Drawings, Specifications,
   renderings, models and other documents shall control as to any question
   whether the electronic methods of reproducing such documents were altered
   after delivery thereof by Architect) and any other documentation the
   Architect prepares for the Owner and the Architectural Works of the Project
   as defined in the Federal Architectural Works Copyright Protection Act are
   hereby conveyed, assigned and transferred by Architect to Owner, and Owner
   shall retain legal title to such documents and interests therein whether or
   not the Project for which they are made is completed, provided that Architect
   has been paid for all compensation due under this Agreement for the services
   completed by Architect or through the Construction Documents Phase, whichever
   is less. Architect agrees that this provision shall apply to any and all
   copyrights that arise under any law and agrees, upon request of Owner, to
   join in the execution of any additional documentation that may be deemed
   necessary by Owner to vest in it all rights and privileges of a copyright
   holder. Owner may use all such documents and concepts, and any and all
   electronic methods of reproducing such documents or concepts, developed in
   connection with the delivery of professional services for this Project
   without any further obligation to contract with Architect for professional
   services in relation to such use, and without the payment of any additional
   compensation to Architect; provided, (i) that Architect shall not be
   responsible for the use of the documents for any project for which Architect
   has not provided architectural services, including without limitation
   participation in the Construction Phase, and (ii) Architect shall have no
   obligation to provide to Owner any proprietary software of which the
   Architect is the licensee used in the production of data or documents which
   may be necessary for Owner to use such data or documents, without the Owner
   also being licensed to use the applicable software. Owner shall indemnify and
   hold Architect harmless from and against any and all liabilities, damages,
   causes of action, losses, costs or expenses arising out of or in connection
   with such uses by Owner or any person or entity for whom Owner may be
   responsible.

     6.1.1   Architect shall not use in any other project, and shall keep
     confidential the unique or proprietary designs or specifications from this
     Project (in the Contract Documents, Drawings, Specifications and reports),
     which Owner shall identify on a list at the end of the Design Development
     phase, for three (3) years from the date of this Agreement, without the
     prior written approval of the Owner. The Architect's use or regularly used
     or standard specifications texts and details, designs that are or become
     publicly known from sources other than the Architect, or preliminary
     designs received from another client of the Architect, are specifically
     excluded from the provisions of this Article. It is the intent of this
     subparagraph that should there be items of a unique character that
     distinguishes the Owner or provides unusual facilities, such are not to be
     provided to others as set forth herein.

   6.2   Intentionally Omitted.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       25
<Page>

   6.3   Intentionally Omitted.

   6.4   Intentionally Omitted.

ARTICLE 7.

   7.1   If a dispute arises out of or relates to this Agreement, or the breach
   thereof, and if the dispute cannot be settled through negotiation, the
   parties agree first to try in good faith to settle the dispute by mediation
   administered in accordance with the Construction Industry Mediation Rules of
   the American Arbitration Association currently in effect, before resorting to
   litigation.

   7.2   The Architect shall carry on with the performance of its services and
   duties hereunder during the pendency of any claim, dispute, other matter in
   question, mediation or other proceeding to resolve any claim, dispute or
   other matter in accordance with this Agreement. Any payments due to the
   Architect on or against such claims, disputes, or other matters in question,
   shall be deposited or retained by Owner or Disbursement Agent into an
   interest bearing escrow account during the pendency of any mediation or other
   proceeding to resolve such claims, disputes or other matters in question, as
   provided in Paragraph 10.3.2 of this Agreement.

   7.3   Any suit brought between the Architect and the Owner shall be brought
   only in the state court in which the Project is located.

ARTICLE 8.  TERMINATION OR SUSPENSION

   8.1   This Agreement may be terminated by either party upon not less than ten
   days' written notice should the other party fail substantially to perform in
   accordance with the terms of this Agreement through no fault of the party
   initiating the termination. In the event this Agreement is terminated due to
   the Architect's substantial failure to perform, the Architect shall not be
   entitled to receive any further compensation for Basic and Additional
   Services or for any Reimbursable Expenses from the date of the termination.
   In the event Architect: (a) is adjudged a bankrupt, or makes a general
   assignment for the benefit of creditors, or a receiver is appointed on
   account of the insolvency of the Architect; (b) files for voluntary
   dissolution or is involuntarily dissolved, sells transfers or conveys the
   ownership of Architect; or (c) assigns any of the rights or obligations of
   Architect under the Agreement; this Agreement may be terminated immediately
   by Owner upon written notice to Architect. In such case, the Architect shall
   not be entitled to receive any further compensation for Basic and Additional
   Services or for any Reimbursable Expenses from the date of the termination.

   8.2   If the Project is suspended by the Owner for more than 30 consecutive
   days, the Architect shall be compensated for services performed prior to
   notice of such suspension. When the Project is resumed, provided that the
   services required of the Architect hereunder

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       26
<Page>

   cannot be substantially completed in accordance with the schedule described
   in Paragraph 1.2, the Architect's compensation shall be equitably adjusted to
   provide for expenses incurred in the interruption and resumption of the
   Architect's services.

   8.3   This Agreement may be terminated by the Owner upon not less than seven
   days' written notice to the Architect for the Owner's convenience and without
   cause, or in the event that the Project is permanently abandoned. If the
   Project is abandoned by the Owner for more than 90 consecutive days, either
   party may terminate this Agreement by giving written notice to the other
   party.

   8.4   Persistent failure by the Owner to make payments to the Architect in
   accordance with this Agreement shall be considered substantial nonperformance
   and cause for termination. For purposes of this Section 8, the phrase
   "persistent failure" shall mean failure more than two (2) times in any twelve
   (12) month period.

   8.5   Subject to Paragraph 7.2 of this Agreement, if the Owner persistently
   fails to make payment when due for services and expenses properly performed,
   the Architect for services and expenses, the Architect may, upon seven days'
   written notice to the Owner, suspend performance of services under this
   Agreement. Unless payment in full for such services and expenses that have
   been properly performed is received by the Architect within seven days of the
   date of the notice, the suspension shall take effect without further notice.
   In the event of a suspension of services, the Architect shall have no
   liability to the Owner for delay or damage caused the Owner because of such
   suspension of services.

   8.6   In the event of termination not the fault of the Architect and/or for
   the Owner's convenience, the Architect shall be compensated for services
   performed prior to termination, together with Reimbursable Expenses then due,
   plus Termination Expenses equal to the payment scheduled in the Architect's
   Schedule of Anticipated Billings (Exhibit "E" hereof "Architect's Schedule of
   Anticipated Billings") for the 30 days following the date of the termination.
   In the event of termination of this Agreement, whether or not the fault of
   the Owner and/or for the Owner's convenience, the Owner shall have no
   obligation to pay or reimburse the Architect for any lost profits, unabsorbed
   overhead, and any and all other consequential and/or incidental damages
   resulting from such termination.

   8.7   In the event of any termination under this Article 8, the Architect
   consents to Owner's selection of another architect of Owner's choice to
   assist the Owner in any way in completing the project. Architect further
   agrees to cooperate and provide any information requested by Owner in
   connection with the completion of the Project and consents to and authorizes
   the making of any reasonable changes to the design of the Project by the
   Owner and such other architect as the Owner may desire. Any services provided
   by Architect which are requested by the Owner after termination shall be
   fairly compensated by the Owner. In the event that the Architect is
   terminated and a subsequent architect is employed to complete

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       27
<Page>

   the Project, the Architect's title block shall be removed from all drawings,
   and the Architect shall not be liable for the subsequent architect's work.
   Owner shall indemnify and hold Architect harmless from and against any and
   all liabilities, damages, causes of action, losses, costs or expenses arising
   out of or in connection with the subsequent architect's work.

   8.8   Notwithstanding anything to the contrary in this Agreement, nothing
   contained in this Agreement shall limit the Owner's right to any damages
   and/or equitable relief arising from or related to the Architect's default
   under this Agreement and/or breach of its duties and/or obligations under
   this Agreement, or any of Architect's errors or omissions or negligent acts.

ARTICLE 9.  MISCELLANEOUS PROVISIONS

   9.1   Unless otherwise provided, this Agreement shall be governed by the law
   of the site of the Project.

   9.2   Terms in this Agreement shall have the same meaning as those in the
   Owner's General Conditions to which the Architect is bound per Paragraph
   2.6.2.1 of this Agreement.

   9.3   A cause of action against the Architect shall not be deemed to accrue,
   and the applicable statute of limitations shall not commence to run, until
   the later of Substantial Completion of the Project, or when the Owner first
   obtains actual knowledge of (a) the Architect's negligent act or omission
   and/or (b) the Architect's breach of this Agreement.

   9.4   The Owner and Architect waive all rights against each other and against
   the contractors, consultants, agents and employees of the other for damages
   but only to the extent of actual recovery of any insurance proceeds. The
   Owner and Architect each shall require similar waivers from their
   contractors, consultants and agents.

   9.5   The Owner and Architect, respectively, bind themselves, their partners,
   successors, assigns and legal representatives to the other party to this
   Agreement and to the partners, successors, assigns and legal representatives
   of such other party with respect to all covenants of this Agreement. Neither
   the Owner nor the Architect shall assign this Agreement without the written
   consent of the other, except that the Owner shall have the right to assign
   this Agreement to (a) any entity controlled by or under common control with
   Owner; (b) a purchaser of substantially all of the assets of Owner or to the
   surviving entity in a merger or consolidation, (c) or to one or more lenders,
   or to any agent or trustee for one or more lenders providing financing for
   the construction of the Project. The Architect shall not assign any monies
   due under this Agreement without the Owner's prior written consent.
   Notwithstanding anything to the contrary in this Agreement, it is understood
   and agreed that the Owner shall have the right to assign this Agreement and
   the Drawings and Specifications, if required, to the Trustee for the benefit
   of noteholders in connection with the Project Financing for the construction
   and/or completion of the Project, and the Architect agrees to

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       28
<Page>

   (i) acknowledge such assignment allowing the Trustee, in the event of
   default, to rely upon the Drawings and Specification and this Agreement, and
   (ii) acknowledge, where same is true, that the Owner is in good standing
   pursuant to this Agreement. Upon request by Owner, Architect agrees to
   promptly execute and deliver to the Trustee a consent to assignment and
   agreement in the form attached as Exhibit "F" hereto.

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

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

   9.8   Unless otherwise provided in this Agreement, the Architect and
   Architect's consultants shall have no responsibility for the discovery,
   presence, handling, removal or disposal of or exposure of persons to
   hazardous materials in any form at the Project site, provided, however, the
   Architect shall report to the Owner the presence and location of any
   Hazardous Material that an architect of similar skill and expertise in the
   design of hotel casino project should have noticed based on its observation
   obligations under this Agreement.

     9.8.1   The Architect shall be liable for and hereby agrees to indemnify
     Owner, Owner's Representative, and Lender for all damages, losses, costs
     (including reasonable attorneys' fees and costs), penalties and expenses of
     any kind arising directly or indirectly out of the release of Hazardous
     Materials on or about the Project site upon a finding that said release
     resulted directly from Architect's design taken from the final Construction
     Documents used for the Project (including any further site to which a
     Hazardous material is alleged to have migrated) and designed by the
     Architect or any Consultant or any party for whom any of them is
     responsible. The Architect shall be liable under this Paragraph only upon a
     showing that the release of said Hazardous Material was a direct result of
     Architect's intentional and/or knowing noncompliance with Article 1.8 and
     1.9 hereof, or Architect's intentional and/or knowing approval of a
     submittal by a Consultant which is non-complaint with Article 1.8 and 1.9
     hereof. Except as provided in this Agreement, the Architect is not
     responsible for the handling, detection or removal of Hazardous Materials.

   9.9   The Architect shall have the right upon the prior written consent of
   the Owner to include representations of the design of the Project, including
   photographs of the exterior and interior, among the Architect's promotional
   and professional materials. The Architect's materials shall not include the
   Owner's confidential or proprietary information if the Owner has previously
   advised the Architect in writing of the specific information considered by
   the

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       29
<Page>

   Owner to be confidential or proprietary. The Owner shall provide professional
   credit for the Architect on the construction sign and in the promotional
   materials for the Project.

   9.10      INSURANCE

     9.10.1  The Architect shall procure and maintain in effect during the term
     of this Agreement the insurance coverages described below, which insurance
     shall be placed with insurance companies rated A X or better by the current
     edition of Best's Key Rating Guide and approved in advance and in writing
     by the Owner. Such insurance companies shall be authorized to do business
     in the State of Mississippi. The Architect shall have no affiliation,
     either directly or indirectly, with its insurer, and the Architect hereby
     represents and warrants that it has no such affiliation with its insurer.

            (a)  Professional Liability Errors and Omissions Insurance,
including contractual liability coverage with limits of (a) not less than $2
million for each occurrence and $3 million annual aggregate, plus (b) upon
written request by Owner, Architect shall obtain an additional $2 million in
annual coverage, dedicated exclusively to the Project, for a total of $4 million
limit for each occurrence and $5 million limit for annual aggregate, for which
the Owner shall reimburse the Architect, provided, however, that the amount of
such reimbursement by Owner shall not exceed $20,000 per year and $100,000 in
the aggregate. The Architect shall maintain this coverage (including the
additional $2 million in excess coverage, if requested by Owner) in effect until
three (3) years following issuance of certificate of final completion of the
Project. The Architect shall not have a self-insured retention (as opposed to a
deductible). The deductible of such insurance shall not exceed $100,000.00. Upon
the Owner's request, the Architect shall give prompt written notice to Owner of
any and all claims made against this policy during the period in which this
policy is required to be maintained pursuant to this Agreement;

            (b)  Worker's Compensation Insurance with statutory benefits and
limits which shall fully comply with all State and Federal requirements and
contain Broad Form All States and Voluntary Compensation Endorsements and have
limits not less than $500,000 per accident, $500,000 per disease and $500,000
policy limit on disease;

            (c)  Comprehensive Automobile Liability Insurance with limits not
less than $1 million combined single limit per occurrence for bodily injury and
property damage;

            (d)  Commercial General Liability Insurance with limits not less
than $1 million combined single limit per occurrence for bodily injury and
property damage. The Architect's CGL Insurance (i) shall not exclude from
coverage claims arising from work-site safety infractions; and (ii) shall
provide for contractual personal injury protection.

            (e)  Umbrella Policy for $5 million aggregate per project;

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       30
<Page>

            (f)  All of the insurance policies required hereunder (except for
the Professional Liability Errors and Omissions and Workers' Compensation) shall
name the Owner, Owner's Representative, and the Lender as additional insureds in
accordance with an ISO 20 33 10 01 endorsement or its equivalent, provided,
however, that (a) the payment of any deductibles shall remain the Architect's
sole responsibility; (b) the Architect's insurance coverage shall not provide
for an exclusion denying coverage for claims arising between and among insureds
with respect to the Owner's status as an additional insured on such policies,
and (c) the Owner, Owner's Representative, and the Trustee each shall have the
right to approve any defense counsel appointed to them or any of them under the
Architect's insurance policies; provided, however, that such approval shall not
be unreasonably withheld, and further provided that such right of approval shall
not constitute a waiver by Architect or its insurance carrier to select and
retain defense counsel. The Architect shall include the Indemnitees as
additional insureds as required above by causing amendatory riders or
endorsements to be attached to the insurance policies described in this
Paragraph 9.10. The insurance coverage afforded under these policies shall be
primary to any insurance carried independently by the Indemnitees. Said
amendatory riders or endorsements shall indicate that as respects to the
Indemnitees, there shall be severability of interest under said insurance
policies for all coverages provided under said insurance policies.

            (g)  The failure by Architect to obtain and maintain in full current
force and effect of such form and amount of insurance, in such amount as
required in this Paragraph 9.10. shall be a default by Architect under this
Agreement.

     9.10.2  In the event that the Architect elects to perform the portion of
     its services under this Agreement through the use of Consultants, the
     Architect agrees to require each of the Architect's major Consultants,
     consisting of the naval architect/structural engineer (Reigstad &
     Associates, Inc.), the mechanical engineer (Finnegan Erickson Associates)
     and the electrical engineer (OMB Electrical Engineering, Inc.) to comply
     with the same insurance provisions and coverage limits (both per occurrence
     and annual aggregate coverage limits) required of Architect pursuant to
     this Agreement. All other Consultants of the Architect shall comply with
     the insurance requirements of Architect pursuant to this Agreement, except
     that the policy limits for Professional Liability Errors and Omissions
     Insurance including contractual liability coverage shall be reduced to not
     less than $1 million per occurrence and in the aggregate; and the aggregate
     policy limits for Commercial General Liability Insurance shall be reduced
     to not less than $1 million in the aggregate, which aggregate limit may be
     satisfied through an umbrella policy. The Architect agrees that it will
     contractually obligate its Consultants to advise promptly the Architect of
     any changes or lapses of the requisite insurance coverages, and the
     Architect agrees to promptly advise the Owner of same. The Architect agrees
     that it will contractually obligate its Subconsultants to indemnify and
     hold harmless the Owner and waive immunity in favor of the Owner, to the
     same extent that the Architect is required to do so as provided in this
     Architect. The Architect assumes all responsibility for monitoring

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       31
<Page>

     Consultant insurance certificates for compliance with the insurance
     provisions of this Agreement until Final Completion of the Project.

     9.10.3  Before the Architect commences the rendition of any services
     pursuant to this Agreement, the Architect shall deliver to the Owner one
     (1) valid/original certificate of insurance and two (2) copies of the same
     evidencing that all required insurance is in force, executed by an
     authorized representative of the insurance company. Such certificates shall
     provide the coverages shall not be changed, cancelled or not renewed until
     at least thirty (30) days prior written notice has been given Owner and
     Lender.

     9.10.4  The Architect shall not make changes in or allow the required
     insurance coverages to lapse without the Owner's prior written approval
     thereto.

     9.10.5  All policies for insurance must be endorsed to contain a provision
     giving the Owner a thirty (30) day prior written notice by certified mail
     of any cancellation of that policy, non-renewal, or material change in
     coverage. Should a notice of cancellation be issued for non-payment of
     premiums or any part thereof, or should the Architect fail to provide and
     maintain certificates as set forth herein, the Owner shall have the right,
     but shall not be obligated, to pay such premium to the insurance company or
     to obtain such coverage and to deduct such payment from any sums that may
     be due or become due to the Architect, or to seek reimbursement for said
     payments from the Architect. Any sums paid by the Owner shall be due and
     payable immediately by the Architect upon notice from the Owner.

     9.10.6  Receipt and review by the Owner of any copies of insurance policies
     or insurance certificates shall not relieve Architect of its obligation to
     comply with the insurance provision of this Agreement.

     9.10.7  The insurance provisions of this Agreement shall not be construed
     as a limitation on Architect's responsibilities and liabilities pursuant to
     the terms and conditions of this Agreement including, but not limited to,
     liability for claims in excess of the insurance limits and coverages set
     forth herein.

     9.10.8  The Architect's insurance coverage shall permit the Architect
     annually to reinstate any aggregate limits required under this Agreement,
     should any claim be made upon any insurance required under this Agreement.

   9.11  To the fullest extent permitted by law, the Architect agrees to
   indemnify, hold harmless, and defend Owner, Owner's Representative, and the
   Lender, and their respective representatives and any affiliated or related
   entities, against claims, loss, liability, damage, costs and expenses,
   including reasonable attorneys' fees, arising out of or resulting from the
   negligent acts, errors or omissions of the Architect, its agents,
   consultants, employees, or representatives, but only to the extent caused by
   the negligent acts or omissions of the

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       32
<Page>

   Architect, its agents, consultants, employees, or representatives, regardless
   of whether or not such claims, loss, liability, damage, costs and expenses,
   including reasonable attorneys' fees, is caused in part by a party
   indemnified hereunder. In claims against any person or entity indemnified
   under this Subparagraph 9.11 by an employee of the Architect, a Consultant of
   the Architect, or anyone directly or indirectly employed by them or anyone
   for whose acts they may be liable, the indemnification obligation under this
   Subparagraph 9.11 shall not be limited by a limitation on amount or type of
   damages, compensation or benefits payable by or for the Architect or a
   Consultant of the Architect under workers' compensation acts, disability
   benefit acts or other employee benefit acts. The Architect shall require its
   Consultants to agree to the identical provisions as set forth above in this
   Subparagraph 9.11. This Paragraph 9.11 shall survive final payment under,
   and/or termination of, this Agreement.

   9.12  The Architect represents that it is and will take all actions to remain
   during the full term of the Project, and shall produce evidence to Owner upon
   request, a duly licensed architect under applicable laws and regulations of
   the state of Mississippi.

   9.13  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
   THE LIABILITY OF OWNER TO ARCHITECT FOR ANY DEFAULT BY OWNER UNDER THIS
   AGREEMENT IS EXPRESSLY LIMITED TO THE INTEREST OF OWNER IN THE PROPERTY AND
   THE IMPROVEMENTS CONSTRUCTED AS PART OF THE PROJECT, AND ARCHITECT AGREES TO
   LOOK SOLELY TO OWNER'S INTEREST IN THE PROPERTY AND THE IMPROVEMENTS
   CONSTRUCTED AS PART OF THE PROJECT FOR THE SATISFACTION OF ANY JUDGMENT
   AGAINST THE OWNER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER
   OF THE OWNER NOR ANY PAST, PRESENT OR FUTURE PARTNER, MEMBER, SHAREHOLDER,
   MANAGER, DIRECTOR, OFFICER, EMPLOYEE, AGENT OR ANY AFFILIATE OF OWNER, NOR
   ITS OR THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS OR
   ASSIGNS, SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. Neither
   Owner nor any member of Owner shall have any personal liability under this
   Agreement or any other instrument, document or agreement entered into or
   delivered in connection with this Agreement and the transactions contemplated
   hereby (collectively, the "Related Documents") and no recourse for the
   payment of any amount due under this Agreement, or for any claim arising out
   of or relating to this Agreement or any other Related Document, whether for
   failure to pay, perform or discharge any monetary or non-monetary obligation,
   breaches of representations, warranties or covenants, the occurrence of
   defaults, or otherwise, shall be due or owing, or had or recoverable against
   or from, Owner or any past, present or future partner, member, shareholder,
   manager, director, officer, employee, agent, or affiliate of Owner (or any
   successor or assign thereof).

ARTICLE 10.  PAYMENTS TO THE ARCHITECT

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       33
<Page>

   10.1  DIRECT PERSONNEL EXPENSE

Subject to Subparagraph 11.2.1 hereof, the Owner shall make payments directly to
the Architect within thirty (30) days after the Owner's receipt and approval of
(i) the Architect's detailed monthly statement, lien waivers or releases (unless
such lien waivers or releases are required to be provided in advance under the
law of the State of Mississippi) and sworn statements covering services rendered
to the date of said statement, (ii) an Architect's Certificate required by the
terms of the Disbursement Agreement duly executed by Architect covering that
portion of the Work completed on the Project prior to the date of said
certificate, (iii) satisfaction of any conditions set forth in the Disbursement
Agreement applicable to payments to the Architect, including, without
limitation, delivery of any certifications by Architect required under the terms
and provisions of the Disbursement Agreement.

   10.2  REIMBURSABLE EXPENSES

See Paragraph 11.4

     10.2.1  Intentionally Omitted.

   10.3  PAYMENTS ON ACCOUNT OF BASIC SERVICES

     10.3.1  Intentionally Omitted.

     10.3.2  Promptly upon receipt, the Owner shall review Architect's
     Application for Payment. If Owner disputes in good faith all or any portion
     of any statement, the Owner shall notify Architect within fifteen (15) days
     of receipt of the disputed statement. Such notification shall clearly
     indicate that portion of the statement which Owner disputes and shall
     include a reasonably detailed explanation of the reasons for disputing such
     portion. Any statement or portion of a statement not disputed by the Owner
     in the manner and within the time period set forth above shall be paid by
     the Owner within thirty (30) days of receipt of a complete and accurate
     Application for Payment with all necessary Certificates and back-up
     (including, without limitation, the certificates and other information
     required by the terms of the Disbursement Agreement), ("Progress Payment")
     provided, that such payment shall not act as the Owner's waiver of any
     claims that may be asserted against Architect for the performance of
     defective or deficient services. The Owner shall not be required to make
     payment to the Architect on account of any amount disputed in good faith by
     the Owner in the manner and within the time period set forth above until
     the matter in dispute has been resolved by the parties, provided, however,
     that Owner shall pay the amount so disputed into an escrow account
     established by Owner or the Disbursement Agent with an independent third
     party, such as a title company or trust company, or with the Disbursement
     Agent. Architect shall have the right to direct the escrow trustee holding
     such funds to invest such funds in United States treasury securities or
     other similar

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       34
<Page>

     investments, provided, however, that neither Owner nor the escrow agent
     shall be liable or responsible to Architect for loss of principal as a
     result of such investment. Any amount so disputed shall not be deemed to be
     an amount due to the Architect under this Agreement until the matter is so
     resolved by the parties. If the resolution of the matter indicates that the
     Architect is entitled to be paid all or any portion of such disputed
     amount, then such amount to be disbursed from the escrow account to the
     Architect promptly after resolution of the matter, subject to satisfaction
     of conditions and requirements for payments to the Architect as set forth
     in the Disbursement Agreement.

       10.3.2.1     The Owner shall be entitled to withhold payment from
       Architect (whether a Progress Payment or Final Payment) as a set off for
       damages caused by the following condition precedent; the Architect is in
       default and/or breach of any of its obligations hereunder or under any of
       the Contract Documents and has failed to cure such default or breach
       within seven (7) calendar days of receipt by the Architect of written
       notice of default from the Owner. In the case of any set off, the Owner
       shall provide a written explanation to the Architects.

       10.3.2.2     No Progress Payment or other partial payment made hereunder
       shall be or construed to be final acceptance or approval of that part of
       the services to which such Progress Payment or other partial payment
       relates, nor shall it relieve the Architect of any of its obligations
       hereunder with respect thereto.

     10.3.3  Intentionally Omitted.

     10.3.4  Intentionally Omitted.

     10.3.5  The Architect shall not be entitled to receive payment hereunder
     until Architect has provided such lien waivers, including lien waivers from
     Architect's consultants, detailed description of services, and sworn
     statements or certificates, regarding the Architect's services and
     compliance with the requirements of this Contract as the Owner may
     reasonably require in connection with the Architect's request for payment.

   10.4       PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES

     10.4.1  The Architect shall present each month a statement of Additional
     Services rendered and Reimbursable Expenses incurred for the preceding
     month. The Architect shall submit to Owner an invoice for any services
     performed hereunder within sixty (60) days of providing such services.

   10.5       PAYMENTS WITHHELD

   Except as indicated in Paragraph 10.3.2.1 hereof, deductions shall be made
   from the Architect's compensation on account of penalty, liquidated damages
   or other sums withheld

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       35
<Page>

   from payments to contractors, or on account of the cost of changes in the
   Work other than those for which the Architect has been found to be liable
   unless the Architect has not properly performed the services required in
   accordance with the terms of this Agreement.

   10.6       ARCHITECT'S ACCOUNTING RECORDS

   Records of the Architect's expenses and hours pertaining to this Project
   shall be kept in accordance with generally accepted accounting principles,
   which principles shall be consistently applied. Said records shall be
   available to the Owner or its authorized representative and to the
   Independent Construction Consultant for inspection and copying during regular
   business hours for three (3) years after the date of the final Certificate of
   Payment.

ARTICLE 11.  BASIS OF COMPENSATION

The Owner shall compensate the architect as follows:

   11.1       Intentionally Omitted.

   11.2       BASIC COMPENSATION

     11.2.1  For Basic Services, as described in Articles 2, and any other
     services included in Articles 12 as part of Basic Services, Basic
     Compensation shall be computed as follows:

     (Insert basis of compensation, including stipulated sums, multiples or
     percentages, and identify phases to which particular methods of
     compensation apply, if necessary.)

     The Basic Compensation shall not exceed Five Million Two Hundred Eighty
     Thousand Dollars ($5,280,000). Progress Payments for each phase of the
     Basic Services shall not exceed the amounts set forth below for each
     phases: See Exhibit "E" attached hereto which is an "Architect's Schedule
     of Anticipated Billings" for each element of the Project.

     11.2.2  Intentionally Omitted.

   11.3       COMPENSATION FOR ADDITIONAL SERVICES

     11.3.1  For Project Representation Beyond Basic Services, as described in
     Paragraph 3.2, compensation shall be computed as follows:

     See Exhibit "G" (Architect's Project Team and Compensation Schedule for
     additional Services") attached.

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       36
<Page>

     11.3.2  For Additional Services of the Architect, as described in Article 3
     and 12, other than (I) Additional Project Representation, as described in
     Paragraph 3.2 and (2) services included in Article 12 as part of Basic
     Services, but excluding services of consultants, compensation shall be
     computed as follows: See Exhibit "G" attached.

     (Insert basis of compensation, including rates and multiples of Direct
     Personnel Expense for Principals and employees, and identify Principals and
     classify employees, if required. Identify specific services to which
     particular methods of compensation apply, if necessary.)

     11.3.3  For additional Services of Consultants, including additional
     structural, mechanical and electrical engineering services and those
     provided under Subparagraph 3.4.19 or identified in Article 12 as part of
     Additional services, a multiple of one point zero (1.0) times the amounts
     billed to the Architect for such services.

     (Identify specific types of consultants in Article 12, if required.)

   11.4       REIMBURSABLE EXPENSES

   For Reimbursable Expenses, which are normal reimbursable expenses such as
   drawing reproduction, computer plots, travel expenses or shipping and
   postage, (a) a multiple of one point zero (1.0) times the expenses incurred
   by the Architect, or the Architect's employees directly related to the
   Project; and (b) a multiple of one (1.0) times the expenses incurred by the
   Architect's consultants. The Architect shall not be entitled to reimbursement
   for any expense (whether for the Architect, its employees, or its
   consultants) exceeding the total of the Reimbursable Budget set forth in
   Exhibit "F" without the advance written approval of the Owner, which approval
   shall not be unreasonably withheld.

   11.5       ADDITIONAL PROVISIONS

     11.5.1  Intentionally Omitted.

     11.5.2  Payments are due and payable thirty (30) days from the date of the
     Architect's invoice. Amounts u unpaid sixty (60) days after the invoice
     date shall bear interest at the per annum rate equal to two percent (2%) in
     excess of the Prime rate (as published in the "Money Rates" column of The
     Wall Street Journal), with the interest beginning to accrue 60 days after
     the invoice date.

     (Insert rate of interest agreed upon.)

     (Usury laws and requirements under the Federal Truth in Lending Act,
     similar state and local consumer credit laws and other regulations at the
     Owner's and Architect's principal places of business, the location of the
     Project and elsewhere may affect the validity of this provision. Specific
     legal advice should be obtained with respect to deletions or modifications,
     and also regarding requirements such as written disclosures or waivers.)

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       37
<Page>

     11.5.3  Intentionally Omitted.

     11.5.4  Per the Architect's Schedule of Anticipated Billings (Exhibit "E"
     hereof), the Architect will invoice the Owner on a monthly basis for
     services rendered and expenses.

ARTICLE 12. OTHER CONDITIONS OR SERVICES

   (Insert descriptions of other services, identify Additional Services included
   within Basic Compensation and modifications to the payment and compensation
   terms included in this Agreement).

   12.1       Owner's Consultants. The Owner may employ at the Owner's sole
   cost, consultant(s). The Owner shall provide copies of such designs to the
   Architect free of charge. The Architect shall at no additional cost, review
   the proposed designs prepared by the Owner's consultant for compatibility
   with the proposed structure of the Project and shall provide adequate
   mechanical, electrical and plumbing rough-ins.

   12.2       Time limits set out in or under this Agreement are solely for the
   protection and benefit of the Owner or the Architect and create no
   third-party beneficiary rights in any other party.

   12.3       Within a period of thirty (30) days following Substantial
   Completion of Construction, at no additional cost to Owner, Architect shall
   update the CADD drawing files to reflect the changes in the Work made during
   construction, based on the marked up drawings and specifications provided by
   Contractor.

   12.4       Architect's Project Team - The Architect's Project Team
   organization is as shown on Exhibit "G" ("Architect's Project Team and
   Compensation Schedule for Additional Services")hereof.

   12.5       The Architect shall cooperate with Owner and the Independent
   Construction Consultant and provide to Owner any information and documents
   within the possession or control of Architect request by Owner and/or the
   Independent Construction Consultant, to allow Owner and the Independent
   Construction Consultant to perform their respective obligations under the
   terms of the Disbursement Agreement, including, without limitation,
   preparation of all exhibits and schedules provided for an/or contemplated
   thereunder. The Architect shall perform these services as part of the Basic
   Services.

   12.6       All notices or other communications hereunder to either party
   shall be (I) in writing and if mailed, shall be deemed to have been given on
   the earlier of actual receipt by the intended recipient or on the second
   business day after the date when deposited in the United States mail by
   registered or certified mail, postage prepaid, addressed as hereinafter, and
   (ii) address:

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

                                       38
<Page>

If to Owner:  Premier Entertainment, LLC
                    c/o Joseph Billhimer
                    11400 Reichold Road
                    Gulfport, MS 39503
                           And
                    Paul Steelman, Ltd.
                    Attention: ________
                    3330 West Desert Inn Road
                    Las Vegas, NV 89102

or to either party as such other address as such party may designate, in a
notice to the other party, as its address for receipt of notices hereunder.

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


OWNER (Signature)                 ARCHITECT (Signature)
Premier Entertainment, LLC        Paul Steelman, Ltd.
                                  /s/ Paul C. Steelman
                                  ----------------------------------------------
                                  (Printed name and title) Paul C. Steelman, AIA
By:  GAR, LLC
     Its Managing Member          Date:  November 21, 2003

By:   /s/ Roy Anderson
      ------------------------
      Roy Anderson
By:   /s/ David Scott Ross
      ------------------------
      David Scott Ross
By:   /s/ Gregg R. Giuffria
      ------------------------
      Gregg R. Giuffria

Date: November 21, 2003

(C)1974, 1978, 1977, 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. 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 in accordance with your license without violation
until the date of expiration as noted below. User Document: B151 HARD ROCK
BILOXI STEELMAN.AIA - 11/15/2003. AIA License Number 1134859, which expires on
5/12/2004.

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