<PAGE>   1
                                                                   EXHIBIT 10.35


                           STANDARD FORM OF AGREEMENT
                          BETWEEN OWNER AND CONTRACTOR

                       where the basis of payment is the
                          COST OF THE WORK PLUS A FEE
                   with or without a Guaranteed Maximum Price

                                  1987 EDITION

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.

The 1987 Edition of AIA Document A201, General Conditions of the Contract for
Construction, is adopted in this document by reference. Do not use with other
general conditions unless this document is modified.

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

AGREEMENT

made as of the ninth day of February in the year of Nineteen Hundred and 
Ninety-Nine

<TABLE>
<S>                      <C>
BETWEEN the Owner:       COAST RESORTS, INC.
                         4500 West Tropicana
                         Las Vegas, NV 89103

and the Contractor:      J.A. TIBERTI CONSTRUCTION CO., INC.
                         1806 Industrial Road
                         Las Vegas, NV 89102

the Project is:          BUFFET RESTAURANT - TENANT IMPROVEMENT
                         The Orleans Hotel & Casino
                         4500 West Tropicana Avenue
                         Las Vegas, NV 89103

the Architect is:        LEO A. DALY
                         911 Wilshire Blvd., Suite 2000
                         Los Angeles, CA 90017
</TABLE>

The Owner and Contractor agree as set forth below.
<PAGE>   2
                                   ARTICLE 1
                             THE CONTRACT DOCUMENTS


1.   The Contract Documents consist of this Agreement, Conditions of the
     Contract (General, Supplementary, and other Conditions), Drawings,
     Specifications, addenda issued prior to execution of this Agreement, other
     documents listed in this Agreement and Modifications issued after execution
     of this Agreement; these form the Contract, and are as fully a part of the
     Contract as if attached to this Agreement or repeated herein. The Contract
     represents the entire and integrated agreement between the parties hereto
     and supersedes prior negotiations, representations or agreements, either
     written or oral. An enumeration of the Contract Documents, other than
     Modifications, appears in Article 16. If anything in the other Contract
     Documents is inconsistent with this Agreement, this Agreement shall govern.

                                   ARTICLE 2
                           THE WORK OF THIS CONTRACT

2.1  The Contractor shall execute the entire Work described in the Contract
     Documents, except to the extent specifically indicated in the Contract
     Documents to be the responsibility of others, or as follows:

          See Attachment "A"

                                   ARTICLE 3
                          RELATIONSHIP OF THE PARTIES

3.1  The Contractor accepts the relationship of trust and confidence established
     by this Agreement and covenants with the Owner to cooperate with the
     Architect and utilize the Contractor's best skill, efforts and judgment in
     furthering the interests of the Owner; to furnish efficient business
     administration and supervision; to make best efforts to furnish at all
     times an adequate supply of workers and materials; and to perform the Work
     in the best way and most expeditious and economical manner consistent with
     the interests of the Owner. The Owner agrees to exercise best efforts to
     enable the Contractor to perform the Work in the best way and most
     expeditious manner by furnishing and approving in a timely way information
     required by the Contractor and making payments to the Contractor in
     accordance with requirements of the Contract Documents.

                                   ARTICLE 4
                DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1  The date of commencement is the date from which the Contract Time of
     Subparagraph 4.2 is measured; it shall be the date of this Agreement, as
     first written above, unless a different date is stated below or provision
     is made for the date to be fixed in a notice to proceed issued by the
     Owner on January 2, 1989.

4.2  The Contractor shall achieve Final Completion of the entire Work not later
     than: May 14, 1999 if required by the Owner, the Contract Time will be
     negotiated with and approved by the Contractor, subject to adjustments of
     this Contract Time as provided in the Contract Documents.
     THERE ARE NO PROVISIONS FOR LIQUIDATED DAMAGES IN THIS CONTRACT.

<PAGE>   3
                                   ARTICLE 5
                                  CONTRACT SUM



5.1       The Owner shall pay the Contractor in current funds for the
          Contractor's performance of the Contract the Contract Sum consisting
          of the Cost of the Work as defined in Article 7 and the Contractor's
          Fee determined as follows: Per Attachment "B"

          The Contractor's fee shall be 7% of the cost of the work. The 
          Contractor's fee shall be adjusted for changes in the work at 7% of 
          the cost of the changes.



5.2       GUARANTEED MAXIMUM PRICE

5.2.1     The sum of the Cost of the Work and the Contractor's Fee is 
          guaranteed by the Contractor not to exceed: See Attachment "B"

          subject to additions and deductions by Change Order as provided in 
          the Contract Documents. Such maximum sum is referred to in the 
          Contract Documents as the Guaranteed Maximum Price. Costs which would 
          cause the Guaranteed Maximum Price to be exceeded shall be paid by 
          the Contractor without reimbursement by the Owner.

5.2.2     The Guaranteed Maximum Price is based upon the following alternates, 
          if any, which are described in the Contract Documents and are hereby 
          accepted by the Owner:

5.2.3     The amounts agreed to for unit prices, if any, are as follows:

                                      NONE



                                   ARTICLE 6                
                              CHANGES IN THE WORK

6.1       CONTRACTS WITH A GUARANTEED MAXIMUM PRICE

6.1.1     Adjustments to the Guaranteed Maximum Price on account of changes in 
          the Work may be determined by any of the methods listed in 
          Subparagraph 7.3.3 of the General Conditions.

6.1.2     In calculating adjustments to subcontracts (except those awarded with 
          the Owner's prior consent on the basis of cost plus a fee), the terms 
          "cost" and "fee" as used in clause 7.3.3.3 of the General Conditions 
          and the terms "costs" and "a reasonable allowance for overhead and 
          profit" as used in Subparagraph 7.3.6 of the General Conditions shall 
          have the meanings assigned to them in the General Conditions and 
          shall not be modified by Articles 5, 7 and 8 of this Agreement. 
          Adjustments to subcontracts awarded with the Owner's prior consent on 
          the basis of cost plus a fee shall be calculated in accordance with 
          the terms of those subcontracts.

6.1.3     In calculating adjustments to this Contract, the terms "cost" and 
          "costs" as used in the above-referenced provisions of the General 
          Conditions shall mean the Cost of the Work as defined in 
<PAGE>   4
          Article 7 of this Agreement and the terms "fee" and "a reasonable
          allowance for overhead and profit" shall mean the Contractor's Fee as
          defined in Paragraph 5.1 of this Agreement.

6.3       ALL CONTRACTS

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

                                   ARTICLE 7
                             COSTS TO BE REIMBURSED

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

7.1.1     LABOR COSTS

7.1.1.1   Reasonable wages of construction workers directly employed by the
          Contractor to perform the construction of the Work at the site or,
          with the Owner's agreement, at off-site workshops.

7.1.1.2   Reasonable wages or salaries of the Contractor's supervisory and
          administrative personnel when stationed at the site with the Owner's
          agreement. (if it is intended that the wages or salaries of certain
          personnel stationed at the Contractor's principal or other offices
          shall be included in the Cost of the Work, identify in Article 14
          the personnel to be included and whether for all or only part of their
          time.)

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

7.1.1.4   Costs paid or incurred by the Contractor for taxes, insurance,
          contributions, assessments and benefits required by law or collective
          bargaining agreements and, for personnel not covered by such
          agreements, customary benefits such as sick leave, medical and health
          benefits, holidays, vacations and pension, provided such costs are
          based on wages and salaries included in the Cost of the Work under
          Clauses 7.1.1.1 through 7.1.1.3.

7.1.2     SUBCONTRACT COSTS

          Payments made by the Contractor to Subcontractors in accordance with 
          the requirements of the subcontracts.

7.1.3     COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
          CONSTRUCTION

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

7.1.3.2   Costs of materials described in the preceding Clause 7.1.3.1 in excess
          of those actually installed but required to provide reasonable
          allowance for waste and for spoilage. Unused excess materials, if any,
          shall be handed over to the Owner at the completion of the Work or, at
          the



        

          
       
<PAGE>   5
          Owner's option, shall be sold by the Contractor; amounts realized, if
          any, from such sales shall be credited to the Owner as a deduction
          from the Cost of the Work.

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

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

7.1.4.2   Reasonable rental charges for temporary facilities, machinery,
          equipment, and hand tools not customarily owned by the construction
          workers, which are provided by the Contractor at the site, whether
          rented from the Contractor or others, and costs of transportation,
          installation, minor repairs and replacements, dismantling and removal
          thereof. Rates and quantities of equipment rented shall be subject to
          the Owner's prior approval.

7.1.4.3   Costs of removal of debris from the site.

7.1.4.4   Costs of long-distance telephone calls, postage and parcel delivery
          charges, telephone service at the site incurred as a direct result of
          the contractor's work on the project.

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

7.1.5     MISCELLANEOUS COSTS

7.1.5.1   That portion directly attributable to this Contract of premiums for
          insurance and bonds.

7.1.5.2   Sales, use or similar taxes imposed by a governmental authority which
          are related to the Work and for which the Contractor is liable.

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

7.1.5.4   Fees of testing laboratories for tests required by the Contract
          Documents, except those related to defective or nonconforming Work for
          which reimbursement is excluded by Subparagraph 13.5.3 of the General
          Conditions or other provisions of the Contract Documents and which do
          not fall within the scope of Subparagraphs 7.2.2 through 7.2.4 below.

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

7.1.5.6   Deposits lost for causes other than the Contractor's fault or
          negligence.



     
<PAGE>   6
7.1.5.7   Certain general condition items specified by the owner requiring
          little coordination by the contractor, such as bills, portable toilet
          facilities, office supplies, etc. shall be reimbursed, but without
          fee.

7.1.6     OTHER COSTS

7.1.6.1   Other costs incurred in the performance of the Work if and to the
          extent approved in advance in writing by the Owner.

7.2       EMERGENCIES: REPAIRS TO DAMAGED, DEFECTIVE OR NONCONFORMING WORK

          The Cost of the Work shall also include costs described in Paragraph
          7.1 which are incurred by the Contractor:

7.2.1     In taking action to prevent threatened damage, injury or loss in case
          of an emergency affecting the safety of persons and property, as
          provided in Paragraph 10.3 of the General Conditions. 

7.2.2.    In repairing or correcting Work damaged or improperly executed by
          construction workers in the employ of the Contractor, provided such
          damage or improper execution did not result from the fault or
          negligence of the Contractor or the Contractor's foremen, engineers or
          superintendents, or other supervisory, administrative or managerial
          personnel of the Contractor.

7.2.3     In repairing damaged work other than that described in Subparagraph
          7.2.2, provided such damage did not result from the fault or
          negligence of the Contractor or the Contractor's personnel, and only
          to the extent that the cost of such repairs is not recoverable by the
          Contractor from others and the Contractor is not compensated therefor
          by insurance or otherwise.

7.2.4     In correcting defective or nonconforming Work performed or supplied by
          a Subcontractor or material supplier and not corrected by them,
          provided such defective or nonconforming Work did not result from the
          fault or neglect of the Contractor or the Contractor's personnel
          adequately to supervise and direct the Work of the Subcontractor or
          material supplier, and only to the extent that the cost of correcting
          the defective or nonconforming Work is not recoverable by the
          Contractor from the Subcontractor or material supplier.

                                   ARTICLE 8
                           COSTS NOT TO BE REIMBURSED

8.1       The Cost of the Work shall not include:

8.1.1     Salaries and other compensation of the Contractor's personnel
          stationed at the Contractor's principal office or offices other than
          the site office, except as specifically provided in Clauses 7.1.1.2
          and 7.1.1.3 or as may be provided in Article 14.

8.1.2     Expenses of the Contractor's principal office and offices other than
          the site office.

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

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

8.1.5     Rental costs of machinery equipment, except as specifically provided
          in Clause 7.1.4.2.

8.1.6     Except as provided in Subparagraphs 7.2.2 through 7.2.4 and Paragraph
          13.5 of this Agreement, costs due to the fault or negligence of the
          Contractor, Subcontractors, anyone directly or indirectly employed by
          any of them, or for whose acts any of them may be liable, including
          but not limited to
<PAGE>   7
          costs for the correction of damaged, defective or nonconforming Work,
          disposal and replacement of materials and equipment incorrectly
          ordered or supplied, and making good damage to property not forming
          part of the Work.

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

8.1.8     Costs which would cause the Guaranteed Maximum Price, if any, to be
          exceeded.

8.1.9     Any claims for impact or escalation that were not immediately brought
          to the attention of the owner during the course of the project, and
          approved by the owner.

                                   ARTICLE 9
                         DISCOUNTS, REBATES AND REFUNDS

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

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

                                   ARTICLE 10
                       SUBCONTRACTS AND OTHER AGREEMENTS

10.1      Those portions of the Work that the Contractor does not customarily
          perform with the Contractor's own personnel shall be performed under
          subcontracts or by other appropriate agreements with the Contractor.
          The Contractor shall obtain bids from Subcontractors and from
          suppliers of materials or equipment fabricated especially for the Work
          and shall deliver such bids to the Architect. The Owner will then
          determine, with the advice of the Contractor and subject to the
          reasonable objection of the Architect, which bids will be accepted.
          The Owner may designate specific persons or entities from whom the
          Contractor shall obtain bids; however, if a Guaranteed Maximum Price
          has been established, the Owner may not prohibit the Contractor from
          obtaining bids from others. The Contractor shall not be required to
          contract with anyone to whom the Contractor has reasonable objection.

10.3      Subcontracts or other agreements shall conform to the payment
          provisions of Paragraphs 12.7 and 12.8, and shall not be awarded on
          the basis of cost plus a fee without the prior consent of the Owner.

                                   ARTICLE 11
                               ACCOUNTING RECORDS

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





<PAGE>   8
                                   ARTICLE 12
                               PROGRESS PAYMENTS

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

12.2      The period covered by each Application for Payment shall be one 
          calendar month ending on the last day of the month, or as follows:

12.3      Provided an Application of Payment is received by the Architect not 
          later than the FIFTEENTH (15th) day of a month, the Owner shall make 
          payment to the Contractor not later than the THIRTIETH (30th) day of 
          the SAME month. If an Application for Payment is received by the 
          Architect after the application date fixed above, payment shall be 
          made by the Owner not later than FIFTEEN (15) days after the 
          Architect receives the Application for Payment.

12.4      With each Application for Payment the Contractor shall submit 
          payrolls, petty cash accounts, receipted invoices or invoices with 
          check vouchers attached, and any other evidence required by the Owner 
          or Architect to demonstrate that cash disbursements already made by 
          the Contractor on account of the Cost of the Work equal or exceed (1) 
          progress payments already received by the Contractor; less (2) that 
          portion of those payments attributable to the Contractor's Fee; plus 
          (3) payrolls for the period covered by the present Application for 
          Payment; plus (4) retainage provided in Subparagraph 12.5.4, if any, 
          applicable to prior progress payments.

12.5      CONTRACTS WITH A GUARANTEED MAXIMUM PRICE

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

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

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

12.5.3.1      Take that portion of the Guaranteed Maximum Price properly
              allocable to the completed Work as determined by multiplying the
              percentage completion of each portion of the Work by the share of
              the Guaranteed Maximum Price allocated to that portion of the Work
              in the schedule of values.
<PAGE>   9
12.5.3.2  Add that portion of the Guaranteed Maximum Price properly allocable to
          materials and equipment delivered and suitably stored at the site for
          subsequent incorporation in the Work or, if approved in advance by the
          Owner, suitably stored off the site at a location agreed upon in
          writing.

12.5.3.3  Add the Contractor's Fee, less retainage of ZERO PERCENT (0%). The
          Contractor's Fee shall be computed upon the Cost of the Work described
          in the two preceding Clauses at the rate stated in paragraph 5.1 or,
          if the Contractor's Fee is stated as a fixed sum in that Paragraph,
          shall be an amount which bears the same ratio to that fixed-sum Fee as
          the Cost of the Work in the two preceding Clauses bears to a
          reasonable estimate of the probable Cost of the Work upon its
          completion.

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

12.5.3.5  Subtract the shortfall, if any, indicated by the Contractor in the
          documentation required by Paragraph 12.4 to substantiate prior
          Applications for Payment, or resulting from errors subsequently
          discovered by the Owner's accountants in such documentation.

12.5.3.6  Subtract amounts, if any, for which the Architect has withheld or
          nullified a Certificate for Payment as provided in Paragraph 9.5 of
          the General Conditions.

12.5.4    Additional retainage, if any shall be as follows: 
                                      N/A

12.7      Except with the Owner's prior approval, payments to Subcontractors
          included in the Contractor's Applications for Payment shall not exceed
          an amount for each Subcontractor calculated as follows:

12.7.1    Take that portion of the Subcontract Sum properly allocable to
          completed Work as determined by multiplying the percentage completion
          of each portion of the Subcontractor's Work by the share of the total
          Subcontract Sum allocated to that portion in the Subcontractor's
          schedule of values, less retainage of TEN PERCENT (10%). Pending final
          determination of amounts to be paid to the Subcontractor for changes
          in the Work, amounts not in dispute may be included as provided in
          Subparagraph 7.3.7 of the General Conditions even though the
          Subcontract Sum has not yet been adjusted by Change Order.

12.7.2    Add that portion of the Subcontract Sum properly allocable to
          materials and equipment delivered and suitably stored at the site for
          subsequent incorporation in the Work or, if approved in advance by the
          Owner, suitably stored off the site at a location agreed upon in
          writing, less retainage of TEN PERCENT (10%).

12.7.3    Subtract the aggregate of previous payments made by the Contractor to
          the Subcontractor.

12.7.4    Subtract amounts, if any, for which the Architect has withheld or
          nullified a Certificate for Payment by the Owner to the Contractor for
          reasons which are the fault of the Subcontractor.

12.7.5    Add, upon Substantial Completion of the entire Work of the Contractor,
          a sum sufficient to increase the total payments to the Subcontractor
          to ONE HUNDRED PERCENT (100%) of the Subcontract Sum, less amounts, if
          any, for incomplete Work and unsettled claims; and, if final
          completion of the entire Work is thereafter materially delayed through
          no fault of the Subcontractor, add any additional amounts payable on
          account of Work of the Subcontractor in accordance with Subparagraph
          9.10.3 of the General Conditions. The Subcontract Sum is the total
          amount stipulated in the subcontract to be paid by the Contractor to
          the Subcontractor for the Subcontractor's performance of the
          subcontract.
<PAGE>   10
12.7.6    WHEN THE WORK IS 50% COMPLETE, AS A PERCENTAGE OF THE BILLING TO
          GUARANTEED MAXIMUM PRICE, THE OWNER, AT HIS DISCRETION, MAY REDUCE
          SUBCONTRACTOR RETAINAGE TO 5% OF THE SUBCONTRACT AMOUNT.

12.8      Except with the Owner's prior approval, the Contractor shall not make
          advance payments to suppliers for materials or equipment which have
          not been delivered and stored at the site.

12.9      In taking action on the Contractor's Applications for Payment, the
          Architect shall be entitled to rely on the accuracy and completeness
          of the information furnished by the Contractor and shall not be deemed
          to represent that the Architect has made a detailed examination, audit
          or arithmetic verification of the documentation submitted in
          accordance with Paragraph 12.4 or other supporting data; that the
          Architect has made exhaustive or continuous on-site inspections or
          that the Architect has made examinations to ascertain how or for what
          purposes the Contractor has used amounts previously paid on account of
          the Contract. Such examinations, audits and verifications, if required
          by the Owner, will be performed by the Owner's accountants acting in
          the sole interest of the Owner.

                                   ARTICLE 13
                                 FINAL PAYMENT

13.1      Final payment shall be made by the Owner to the Contractor when (1)
          the Contract has been fully performed by the Contractor except for the
          Contractor's responsibility to correct defective or nonconforming
          Work, as provided in Subparagraph 12.2.2 of the General Conditions,
          and to satisfy other requirements, if any, which necessarily survive
          final payment; (2) a final Application for Payment and a final
          accounting for the Cost of the Work have been submitted by the
          Contractor and reviewed by the Owner's representative and accountants;
          and (3) a final Certificate for Payment has then been issued by the
          Architect; such final payment shall be made by the Owner not more than
          30 days after issuance of the Architect's final Certificate for
          Payment, or as follows:

13.2      The amount of the final payment shall be calculated as follows:

13.2.1    Take the sum of the Cost of the Work substantiated by the Contractor's
          final accounting and the Contractor's Fee; but not more than the
          Guaranteed Maximum Price, if any.

13.2.2    Subtract amounts, if any, for which the Architect withholds, in whole
          or in part, a final Certificate for Payment as provided in
          Subparagraph 9.5.1 of the General Conditions or other provisions of
          the Contract Documents.

13.2.3    Subtract the aggregate of previous payments made by the Owner. If the
          aggregate of previous payments made by the Owner exceeds the amount
          due the Contractor, the Contractor shall reimburse the difference to
          the Owner.

13.3      The Owner's representatives and accountants will review and report in
          writing on the Contractor's final accounting within 30 days after
          delivery of the final accounting to the Architect by the Contractor.
          Based upon such Cost of the Work as the Owner's accountants report to
          be substantiated by the Contractor's final accounting, and provided
          the other conditions of Paragraph 13.1 have been met, the Architect
          will, within seven days after receipt of the written report of the
          Owner's accountants, either issue to the Owner a final Certificate for
          Payment with a copy to the Contractor, or notify the Contractor and
          Owner in writing of the Architect's reasons for withholding a
          certificate as provided in Subparagraph 9.5.1 of the General
          Conditions. The time periods stated in this Paragraph 13.3 supersede
          those stated in Subparagraph 9.4.1 of the General Conditions.
<PAGE>   11
13.4      If the Owner's accountants report the Cost of the Work as 
          substantiated by the Contractor's final accounting to be less than 
          claimed by the Contractor, the Contractor shall be entitled to demand 
          arbitration of the disputed amount without a further decision of the 
          Architect. Such demand for arbitration shall be made by the 
          Contractor within 30 days after the Contractor's receipt of a copy of 
          the Architect's final Certificate for Payment; failure to demand 
          arbitration within this 30-day period shall result in the 
          substantiated amount reported by the Owner's accountants becoming 
          binding on the Contractor. Pending a final resolution by arbitration, 
          the Owner shall pay the Contractor the amount certified in the 
          Architect's final Certificate for Payment.

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



                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

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

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

                   WELLS FARGO BANK, LAS VEGAS, NV PRIME RATE



                                   ARTICLE 15
                           TERMINATION OR SUSPENSION

15.1      The Contract may be terminated by the Contractor as provided in 
          Article 14 of the General Conditions; however, the amount to be paid 
          to the Contractor under Subparagraph 14.1.2 of the General Conditions 
          shall not exceed the amount the Contractor would be entitled to 
          receive under Paragraph 15.3 below.

15.2      If a Guaranteed Maximum Price is established in Article 5, the 
          Contract may be terminated by the Owner for cause as provided in 
          Article 14 of the General Conditions; however, the amount, if any, to 
          be paid to the Contractor under Subparagraph 14.2.4 of the General 
          Conditions shall not cause the Guaranteed Maximum Price to be 
          exceeded, nor shall it exceed the amount the Contractor would be 
          entitled to receive under Paragraph 15.3 below.

15.3      If no Guaranteed Maximum Price is established in Article 5, the 
          Contract may be terminated by the Owner for cause as provided in 
          Article 14 of the General Conditions; however, the Owner shall then 
          pay the Contractor an amount calculated as follows:

15.3.1    Take the Cost of the Work incurred by the Contractor to the date of 
          termination.
<PAGE>   12
15.3.2    Add to the Contractor's Fee computed upon the Cost of the Work to the 
          date of termination at the rate stated in Paragraph 5.1 or, if the  
          Contractor's Fee is stated as a fixed sum in that Paragraph, an 
          amount which bears the same ratio to that fixed-sum Fee as the Cost 
          of the Work at the time of termination bears to a reasonable estimate 
          of the probable Cost of the Work upon its completion.

15.3.3    Subtract the aggregate of previous payments made by the Owner. The 
          Owner shall also pay the Contractor fair compensation, either by 
          purchase or rental at the election of the Owner, for any equipment 
          owned by the Contractor which the Owner elects to retain and which is 
          not otherwise included in the Cost of the Work under Subparagraph 
          15.3.1. To the extent that the Owner elects to take legal assignment 
          of subcontracts and purchase orders (including rental agreements), 
          the Contractor shall, as a condition of receiving the payments 
          referred to in this Article 15, execute and deliver all such papers 
          and take all such steps, including the legal assignment of such 
          subcontracts and other contractual rights of the Contractor, as the 
          Owner may require for the purpose of fully vesting in the Owner the 
          rights and benefits of the Contractor under such subcontracts or 
          purchase orders.

15.4      The Work may be suspended by the Owner as provided in Article 14 of 
          the General Conditions; in such case, the Guaranteed Maximum Price, 
          if any, shall be increased as provided in Subparagraph 14.3.2 of the 
          General Conditions except that the term "cost of performance of the 
          Contract" in that Subparagraph shall be understood to mean the Cost 
          of the Work and the term "profit" shall be understood to mean the 
          Contractor's Fee as described in Paragraphs 5.1 and 6.3 of this 
          Agreement.

                                   ARTICLE 16
                       ENUMERATION OF CONTRACT DOCUMENTS

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

16.1.1    The Agreement is this executed Standard Form of Agreement Between 
          Owner and Contractor, 1987 Edition, as hereby modified.

16.1.2    The General Conditions are the General Conditions of the Contract for 
          Construction, AIA Document A201, 1987 Edition.

16.1.3    The Supplementary and other Conditions of the Contract are those 
          contained as follows in the Project Manuals.

                               SEE ATTACHMENT "C"

16.1.4    The Specifications are those contained in the Project Manual dated as 
          in Paragraph 16.1.3, and are as follows:

    OTHER THAN THE SPECIFICATIONS INCORPORATED INTO THE DRAWINGS, NO SEPARATE
                          SPECIFICATIONS WERE ISSUED.

16.1.5    The Drawings are as follows:

                               SEE ATTACHMENT "D"

16.1.6    The addenda, if any, are as follows:
               None
          Portions of Addenda relating to bidding requirements are not part of 
          the Contract Documents unless the bidding requirements are also 
          enumerated in this Article 16.
<PAGE>   13
16.1.7    Other Documents, if any, forming part of the Contract Documents are 
          as follows:

          GENERAL CONDITIONS OF THE CONTRACT ARE MODIFIED AS FOLLOWS:

                1.     ARTICLE 4 -- ADMINISTRATION OF THE CONTRACT
                       THE OWNER SHALL PROVIDE ADMINISTRATION OF THE CONTRACT.



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








OWNER                                    CONTRACTOR




--------------------------------------------------------------------------------
(Signature)                              (Signature)




MICHAEL GAUGHAN, C.E.O.                  TITO TIBERTI, PRESIDENT
--------------------------------------------------------------------------------
(Printed name and title)                 (Printed name and title)
<PAGE>   14
                                 ATTACHMENT "A"
                                        
                 THE ORLEANS HOTEL & CASINO - BUFFET EXPANSION
                                        
                               LIST OF EXCLUSIONS
                                        
                                January 4, 1999



1.   All FF&E items.

2.   All carpet.

3.   All kitchen equipment, including installation.

4.   All sound systems.

5.   All surveillance system.

6.   All telephone/communication systems.

7.   All gaming equipment.

8.   All POS systems.

9.   All risk insurance.

10.  All misc. signs and neon lighting.

11.  All special/architectural lighting.

12.  All UPS systems.

13.  All blueprinting.

14.  All design.

15.  Any item not specifically included in our cost estimate, Attachment "B".




                                       1