8302781.5 December 1,1999 9:36C

                         THIS DOCUMENT WAS DONE USING OUTLINE
                             DESIGN-BUILD AGREEMENT


                                 BY AND BETWEEN


                    ISLE OF CAPRI BLACK HAWK L.L.C., AS OWNER


                                       AND


                   HASELDEN CONSTRUCTION, INC., AS CONTRACTOR
<PAGE>
                                TABLE OF CONTENTS

||
RECITALS     1
ARTICLE 1:  CONTRACTOR'S SERVICES     1
     1.1     GENERAL DESCRIPTION OF THE WORK     1
     1.2     INTENT OF AGREEMENT     1
     1.3     PRIORITY OF DOCUMENTS     2
     1.4     GENERAL REQUIREMENTS     2
          1.4.1     Performance of the Work     2
          1.4.2     Professional Standards     2
          1.4.3     Licensing and Other Qualifications     2
          1.4.4     Sufficient Personnel     3
          1.4.5     Contractor's Key Personnel     3
     1.5     NATURE OF DESIGN-BUILD AGREEMENT     3
          1.5.1     Design and Engineering Generally     3
          1.5.2     Construction Documents     3
          1.5.3     Contractor's Architect     3
     1.6     DESIGN AND ENGINEERING WORK     4
          1.6.1     Design Schedule     4
          1.6.2     Compliance with Laws     4
     1.7     CHANGES IN THE WORK     4
          1.7.1     Changes     4
          1.7.2     Contract Adjustments     4
          1.7.3     No Contractor Changes     4
          1.7.4     Change Orders     4
          1.7.5     Construction Change Directive     5
          1.7.6     Necessity for Prior Written Authorization     6
          1.7.7     Disputes Reflecting Changes in the Work     6
          1.7.8     Compliance with Construction Documents     7
          1.7.9     Authorized Change Order Signatory     7
          1.7.10     Restriction on Time Extension     7
     1.8     CONTRACTOR'S REPRESENTATIONS     7
     1.9     "AS-BUILT" DRAWINGS     8
          1.9.1     Maintenance of Drawings at the Site     8
          1.9.2     Mylar Drawings and "As-Built" Survey     8
ARTICLE 2:  CONSTRUCTION OF THE WORK;SUBSTANTIAL COMPLETION; EXCUSABLE EVENTS;
WORKMANSHIP; COMPLIANCE WITH LAWS     8
     2.1     SCHEDULES AND SUBMITTALS     8
          2.1.1     The Schedule     8
2.1.2     Submission of Shop Drawings, Details, Samples and
               Data     8
          2.1.3     Material Purchasing Schedule     9
          2.1.4     Information as to Progress of Work     9
          2.1.5     Revisions to Schedule Due to Owner's Suspension
               of Work     9
     2.2     TIME AND PROSECUTION OF WORK     9
          2.2.1     Time of the Essence     9
          2.2.2     Notice to Proceed     9
          2.2.3     Substantial Completion     9
          2.2.4     Owner's Right to Direct Overtime and Multiple Shifts     10
          2.2.5     Owner's Right to Request Expedition     10
          2.2.6     Owner's Right to Require Additional Labor     10
     2.3     SUBSTANTIAL COMPLETION OF WORK     10
          2.3.1     Definition of Substantial Completion     10
          2.3.2     Further Conditions on Substantial Completion     11
     2.4     DELAYED/EARLY COMPLETION     11
          2.4.1     Liquidated Damages     11
          2.4.2     Early Completion Incentive     12
     2.5     EXCUSABLE EVENTS     12
          2.5.1     Adjustments in Schedule Because of Excusable Event     12
          2.5.2     Adjustments in Guaranteed Maximum Price Because of
Excusable Event     13
          2.5.3     Excusable Events Defined     14
          2.5.4     Rights Limited     14
          2.5.5     Contractor's Acknowledgment of Extreme Weather
Conditions     14
     2.6     WORKMANSHIP AND PERFORMANCE OF WORK     15
          2.6.1     Site Conditions     15
          2.6.2     Local Conditions     15
          2.6.3     Contractor's Responsibility for Proper Layout     15
          2.6.4     Contractor's Workmanship Standard     16
          2.6.5     Contractor's Work in Areas Prepared by Others     16
          2.6.6     Owner's Inspection Rights     16
          2.6.7     Storage on Site     16
          2.6.8     Owner's Access to the Work     16
2.6.9     Rejected Workmanship and Material During
               Construction     17
          2.6.10     Removal or Tearing Out Work to Inspect     17
          2.6.11     Responsibility     17
          2.6.12     Control     17
          2.6.13     Use of Site     17
          2.6.14  Cutting & Patching     17
     2.7     COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS     18
          2.7.1     Taxes     18
          2.7.2     Legal Requirements     18
          2.7.3     Permits and Licenses     18
          2.7.4     Building Inspections     18
          2.7.5     Corrections of Legal Violations     18
          2.7.6     Ownership of Design Documents     18
          2.7.7     Patents and Other Proprietary Rights     19
     2.8     CONTRACTOR'S SUBCONTRACTORS     19
          2.8.1     Bidding Process     19
          2.8.2     Identification of Subcontractors     20
          2.8.3     Rejection by Owner of Subcontractors     20
          2.8.4     Liquidated Damages In Subcontracts     21
          2.8.5     Contingent Assignment     21
     2.9     LABOR     21
          2.9.1     Contractor's Duty to Staff the Work     21
          2.9.2     Owner's Approval of Labor Force     21
          2.9.3     Notice of Occurrence With Respect to Employees     21
2.10     MAINTENANCE OF THE SITE AND PROTECTION OF PERSONS AND PROPERTY     22
          2.10.1     Safety     22
          2.10.2     Safety of Persons and Property     22
          2.10.3     Placement of  Signs     23
          2.10.4     Orderly Maintenance of Site     23
          2.10.5     Liability for Work in Place and on the Site     24
          2.10.6     No Unreasonable Interference with Owner's Operations     24
          2.10.7     Protection of and No Interference with Adjoining
               Properties     24
     2.11     USE OF OWNER'S FACILITIES     24
          2.11.1     Prohibition of Use Without Consent     24
          2.11.2     Indemnification Against Loss     24
ARTICLE 3:  REPRESENTATIVES OF OWNER AND CONTRACTOR     25
     3.1     DESIGNATION OF OWNER'S AGENT AND CONTRACTOR'S
AGENT     25
     3.2     RIGHTS OF OWNER'S AGENT     25
ARTICLE 4: OWNER'S RIGHT TO OUTSIDE INSPECTION     26
     4.1     RIGHT TO DESIGNATE     26
     4.2     LIMITATION OF OWNER'S LIABILITY     26
ARTICLE 5:  OWNER'S RIGHT OF ENTRY AND OCCUPANCY FOLLOWING SUBSTANTIAL
COMPLETION     26
     5.1     RIGHT TO ENTER     26
     5.2     NO INTERFERENCE WITH CONTRACTOR'S REMAINING
          WORK     26
     5.3     CONSTRUCTION MEANS & METHODS     27
     5.4     REJECTION OF WORK     27
     5.5     OWNER'S RIGHT TO STOP THE WORK     27
     5.6     OWNER'S RIGHT TO CARRY OUT THE WORK     27
     5.7     OWNER'S RIGHTS NOT LIMITED     28
     5.8     OWNER APPROVALS     28
     5.9     OWNER INFORMATION     28
ARTICLE 6:  PUNCH LISTS AND FINAL COMPLETION     28
     6.1     PREPARATION OF PUNCH LIST     28
     6.2     FINAL COMPLETION     29
ARTICLE 7:  CONTRACTOR'S WARRANTY OF CONSTRUCTION     29
     7.1     WARRANTY     29
          7.1.1     Warranty with Respect to Professional Services     29
          7.1.2     Warranty with Respect to Construction Work     29
          7.1.3     Warranty With Respect to Materials and Equipment     29
          7.1.4     Period of Warranty     30
     7.2     EXTENT OF WARRANTY     30
     7.3     NON-APPLICABILITY OF WARRANTY     30
     7.4     SURVIVAL OF WARRANTY     30
     7.5     ASSIGNMENT OF WARRANTIES     30
     7.6     MANUALS AND TRAINING     31
ARTICLE 8:  CONTRACT SUM     31
     8.1     TOTAL COMPENSATION     31
          8.1.1     Cost of the Work     31
          8.1.2     Contractor's Fee     31
     8.2     CONTRACTOR'S GUARANTEED MAXIMUM PRICE     31
          8.2.1     Guaranteed Maximum Price     31
          8.2.2     Owner Furnished FF&E Excluded     32
     8.3     EXCESS AND SAVINGS     32
          8.3.1     Excess Cost Above Guaranteed Maximum Price     32
          8.3.2     Savings Below Guaranteed Maximum Price     32
     8.4     COST OF THE WORK     32
          8.4.1     Salaries or Wages     33
          8.4.2     Overtime Payments     33
          8.4.3     Contractor Self-Perform Trade Work     33
          8.4.4     Cost of Employee Benefits     33
          8.4.5     Travel and Subsistence Expenses     33
          8.4.6     Cost of Material and Supplies     33
          8.4.7     Contractor's Architect's Fees     33
          8.4.8     Subcontractor's Payments     34
          8.4.9     Cost of Tools, Equipment and Facilities     34
          8.4.10     Cost of Major Construction Equipment     34
          8.4.11     Insurance Premiums     34
          8.4.12     Taxes     34
          8.4.13     Fees, Royalties and Deposits     34
          8.4.14     Uninsurable Losses     34
          8.4.15     Communication Expenses     34
          8.4.16     General Conditions     35
          8.4.17     Clean-up     35
          8.4.18     Emergency     35
          8.4.19     Other Agreement Cost     35
          8.4.20     Pre-Approved Cost     35
     8.5     CREDITS TO COST OF THE WORK     35
          8.5.1     Proceeds of Sale     35
          8.5.2     Discounts and Refunds     35
          8.5.3     Material Retained by Contractor     35
          8.5.4     Deposits     35
          8.5.5     Proceeds of Sale of Excess Equipment     35
     8.6     COST NOT TO BE REIMBURSED     36
          8.6.1     Office Personnel Expenses     36
          8.6.2     Office Expenses     36
          8.6.3     Capital Expenses     36
          8.6.4     Unpermitted Rental Cost     36
          8.6.5     Overhead and General Expenses     36
          8.6.6     Warranty and Corrective Work     36
          8.6.7     Preconstruction     36
          8.6.8     Unincluded Items     36
          8.6.9     Excluded Items     36
          8.6.10     Guaranteed Maximum Price Excess     36
     8.7     AUDIT     36
          8.7.1     Right to Conduct Audit     36
          8.7.2     Imposition of Requirement on Subcontractors     37
ARTICLE 9:  PAYMENT OF COMPENSATION     37
     9.1     APPLICATIONS FOR PROGRESS PAYMENTS     37
          9.1.1     Time of Submission     37
          9.1.2     Contents of Application for Payment and Attachments     37
     9.2     CONTRACTOR'S ARCHITECT CERTIFICATE     39
     9.3     DEDUCTIONS     39
     9.4      WITHHOLDING     39
          9.4.1     Right to Withhold     39
          9.4.2     Conditions for Release of Withheld Amounts     40
     9.5     RETAINAGE     40
          9.5.1     Final Inspection     40
          9.5.2     Achievement of Final Completion     40
          9.5.3     Remaining Obligations     40
          9.5.4     No Further Retainage Withheld     41
     9.6     DETERMINATION OF PROGRESS PAYMENTS     41
          9.6.1     Schedule of Values     41
          9.6.2     Percentage Completion     41
          9.6.3     Progress Payments     41
     9.7     PAYMENT OF PROGRESS PAYMENTS     42
     9.8     FINAL PAYMENT     42
     9.9     PAYMENT NOT ACCEPTANCE     42
     9.10     RELEASE OF CLAIMS     43
     9.11     CONTRACTOR'S LIABILITY FOR EXCESS OVER GUARANTEED MAXIMUM PRICE
43
     9.12     TITLE     43
     9.13     INTEREST RATE     43
ARTICLE 10:  INDEMNIFICATION     43
10.1      Indemnity     43
10.2     No Limitation     44
10.3     Liens     44
10.4     Lost Profits     44
ARTICLE 11:  INSURANCE     44
     11.1     CONTRACTOR'S INSURANCE     44
          11.1.1     Contractor's Insurance Certificates     44
          11.1.2     Contractor's Liability Insurance     45
     11.2     SCHEDULE OF INSURANCE COVERAGES     45
          11.2.1     Worker's Compensation Insurance     45
          11.2.2     Commercial General Liability Insurance     45
          11.2.3     Comprehensive Automobile Liability Insurance     46
          11.2.4     Umbrella Liability Insurance     46
     11.3     OWNER'S BUILDER'S RISK INSURANCE     47
          11.3.1     Builder's Risk Policy     47
          11.3.2     Deductible     47
          11.3.3     Property of Others     47
          11.3.4     Builder's Risk Limits of Liability     47
          11.3.5     Builder's Risk Deductibles     47
          11.3.6     Owner's Use of Project     47
     11.4     PROJECT ERRORS AND OMISSIONS INSURANCE     47
     11.5     NO COVERAGE CHANGES     48
     11.6     WAIVER OF CLAIMS     48
ARTICLE 12:  DEFAULT     48
     12.1     Termination by Owner for Cause     48
     12.2     Termination by Contractor for Cause     49
ARTICLE 13:  TERMINATION BY OWNER WITHOUT CAUSE     50
ARTICLE 14:  INDEPENDENT CONTRACTOR     50
ARTICLE 15:  DISPUTES     51
     15.1     Dispute Resolution     51
ARTICLE 16:  HAZARDOUS SUBSTANCES     51
     16.1     Hazardous Substances.     51
ARTICLE 17:  MISCELLANEOUS PROVISIONS     52
     17.1     GOVERNING LAW     52
     17.2     ASSIGNMENT AND SUCCESSORS     52
          17.2.1     No Assignment by Contractor     52
          17.2.2     Agreement Binding on Successors and Assigns     52
     17.3     NOTICES     53
     17.4     CUMULATIVE RIGHTS AND REMEDIES     53
     17.5     WAIVER     53
     17.6     CAPTIONS OR HEADINGS     54
     17.7     CALENDAR DAYS     54
     17.8     PARTIES TO ACT REASONABLY     54
     17.9     SEVERABILITY OF PROVISIONS     54
     17.10     ENTIRE AGREEMENT     54
     17.11     NO THIRD PARTY BENEFICIARIES     54
     17.12     AUTHORITY TO EXECUTE     55
     17.13     INCORPORATION BY REFERENCE     55

EXHIBITS

Exhibit A - Definitions
Exhibit B - Site
Exhibit C - Contractor's Key Personnel
Exhibit D - Contract Documents
Exhibit E - Schedule
Exhibit F - Owner's Permits and Licenses
Exhibit G - Equipment/Material Responsibility Matrix
Exhibit H - Subcontractors||


<PAGE>
                             DESIGN-BUILD AGREEMENT

          THIS  DESIGN-BUILD  AGREEMENT  (hereinafter  referred  to  as  the
"Agreement")  is  made  and  entered  into this ____ day of October, 1999 by and
between  HASELDEN CONSTRUCTION, INC., a Colorado corporation ("Contractor"), and
ISLE OF CAPRI BLACK HAWK L.L.C., a Colorado limited liability company ("Owner").
Unless  otherwise  defined  within this Agreement, capitalized terms used herein
shall  have  the  meanings  ascribed to such terms in Exhibit A attached hereto.

                                    RECITALS
                                    --------

          WHEREAS,  Owner  holds fee simple title to the tract of land in Gilpin
County,  State  of Colorado which is described on Exhibit B attached hereto (the
"Site")  and  intends  to  have  designed  and  constructed thereon the Project;

          WHEREAS,  Contractor  has  agreed,  as set forth in this Agreement, to
provide  all  architectural,  engineering  and  general  contracting  services,
materials,  furnishings, tools, equipment, labor, and all other professional and
non-professional  services  required  to  complete  the  Work  described in this
Agreement,  and  has agreed further that Owner's cost for all such Work shall in
no  event exceed the Guaranteed Maximum Price established in this Agreement; and

          WHEREAS,  Contractor  has  agreed,  as set forth in this Agreement, to
provide  and  perform  all  of  the  Work  by  hiring  its own architectural and
engineering  firms,  by  retaining  other consultants and subcontractors, and by
performing  other  portions  of the Work on an "in-house" basis, all as provided
more  specifically  in  this  Agreement.

          NOW,  THEREFORE,  for  and in consideration of the mutual promises set
forth  in  this  Agreement  and  the  faithful  performance by each of them, the
parties  agree  as  follows:

                     I.     ARTICLE :  CONTRACTOR'S SERVICES

A.               GENERAL  DESCRIPTION  OF  THE  WORK

          The  "Work"  shall  mean  and refer to all architectural, engineering,
design, general contracting, construction and other services and items which are
necessary  or appropriate to execute and complete the Project in accordance with
this  Agreement,  and  shall include, without limitation, all services and items
which  are specifically required by this Agreement. Contractor agrees to provide
all  Work  for  a  cost  to Owner not to exceed the Guaranteed Maximum Price set
forth  herein.

A.               INTENT  OF  AGREEMENT

          The  intent  of  the  Agreement  is  to include all items and services
necessary for the proper execution and completion of the Work by the Contractor,
including,  without limitation, all such items and services which are consistent
with,  contemplated  by,  or reasonably inferable from the Agreement, whether or
not  such  items and services are specifically mentioned therein.  The documents
comprising the Agreement are complementary, and what is required by one shall be
as  binding  as  if  required  by  all.

A.               PRIORITY  OF  DOCUMENTS

          In  the  event  of  a  conflict  or  inconsistency among the documents
comprising  the  Agreement,  the  following order of precedence shall govern the
interpretation  of  such  documents:

               (a)     Modifications  to  this  Agreement;

               (b)     this  Agreement  (excluding the Project Concept Documents
and  the  Construction  Documents);

               (c)     the  Construction  Documents;  and

               (d)     the  Project  Concept  Documents.

A.               GENERAL  REQUIREMENTS
--

1.                    Performance  of the Work.  The Contractor hereby covenants
                      ------------------------
and  agrees  that  it  shall  duly and properly perform and complete the Work in
accordance  with this Agreement and all applicable Laws.  The Contractor further
covenants  and  agrees  that  it shall provide and pay for all items or services
necessary  for  the proper execution and completion of the Work and the Project,
whether  temporary  or  permanent  and  whether  or  not  incorporated  or to be
incorporated  into  the  Work,  including,  but  not  limited  to,  all  design,
engineering,  procurement,  installation  and  construction  services,  all
administration,  management,  training  and  coordination  services,  all labor,
materials,  furnishings,  equipment,  supplies, required insurance and licenses,
tools,  machinery,  water,  heat,  utilities  and  transportation, and all other
items,  facilities  and  services.

1.                    Professional  Standards.  The  Contractor's  services,
                      -----------------------
including,  without  limitation,  its  design and engineering services, shall be
performed  (i)  with  care  and  diligence,  (ii)  in  accordance with generally
accepted  professional standards, and (iii) as expeditiously and economically as
is  consistent  with  the  best  interests  of  the Owner and with the preceding
standards  of  professional  skill,  care  and  diligence.

1.                    Licensing  and  Other  Qualifications.  The  Contractor
                      -------------------------------------
covenants  and  agrees  that all persons who will perform or be in charge of the
professional architectural and design work for the Project shall have experience
with the type of project being undertaken and shall be duly licensed to practice
under the Laws of the jurisdiction in which the Project is located, and that all
engineering  services  provided  hereunder shall be performed by an engineer, or
engineers,  licensed to practice under the Laws of the jurisdiction in which the
Project  is  located.  Similarly,  all construction services shall be undertaken
and  performed  by  qualified  construction  contractors  and  suppliers.
2.                    Sufficient  Personnel.  The Contractor shall, at all times
                      ---------------------
during  the  term  of this Agreement, keep sufficient personnel employed so that
the  services  to  be  performed by the Contractor hereunder are completed in an
efficient,  prompt,  economical  and  professional  manner.

1.                    Contractor's  Key Personnel.  Attached hereto as Exhibit C
                      ---------------------------
is  a  list  of  the  Contractor's  key  personnel  who  will be responsible for
supervising  the  performance  of  the  Contractor's  services  hereunder.  The
Contractor  shall  not  remove  any  such personnel from the Project without the
Owner's prior written consent, which consent shall not be unreasonably withheld.
If any such individual is so removed, any replacement personnel shall be subject
to the prior written approval of the Owner, which approval shall likewise not be
unreasonably  withheld.

A.               NATURE  OF  DESIGN-BUILD  AGREEMENT
--

1.                    Design  and  Engineering  Generally.  This  Agreement
                      -----------------------------------
expressly  contemplates  that  all services necessary to conceive, design, erect
and  complete  all  Work,  including  without  limitation, construction, design,
architectural  and  engineering  services  (subject to Section 1.5.2 and Section
1.5.3),  shall  be  the  responsibility  of  Contractor under this comprehensive
Agreement.  It  is  expected  that  Contractor  will  retain various architects,
engineers,  consultants  and  other  professionals  to  assist  it in designing,
inspecting and completing the Work.  The services of such architects, engineers,
consultants  and  other  professionals  shall  be the sole responsibility of the
Contractor  pursuant  to  Contractor's  contracts  or  subcontracts  with  such
professionals,  and  Contractor shall be responsible to Owner, as set forth more
specifically in this Agreement, for all acts, services, duties, responsibilities
and  omissions  of  such professionals; it being expressly understood that Owner
shall not have responsibility for any aspect of the design or engineering of the
Project,  nor  shall Owner have any duties to architects, engineers, consultants
or  other  professionals  retained  by  Contractor.

1.                    Construction  Documents.  The  Owner has provided complete
                      -----------------------
"Construction  Documents"  consisting  of  working  drawings  and specifications
setting  forth  in  detail the requirements for the construction of the Project.
The  Construction  Documents  include  the  construction  documents  prepared by
Parkhill  Ivins Architects, P.C. (the "Parkhill Documents") and the construction
documents  prepared  by Norwood Oliver Design Associates (the "NODA Documents"),
all of which are listed on Exhibit D attached hereto and are hereby incorporated
by  reference  as  addenda to this Agreement.  The Contractor shall confirm that
the  Parkhill  Documents  and  the NODA Documents conform to each other and work
together  and  shall, at no expense to the Owner, revise, modify and correct the
Parkhill  Documents  and/or  the NODA Documents as necessary to ensure that they
conform  to  each  other  and  work  together  (i.e., coordinate the Work).  The
Contractor  will confirm that the Construction Documents shall be in conformance
with  and  accurately reflect all generally accepted professional standards and,
as  required  in  Section  1.6.2,  in  compliance  with  all  Laws.

1.                    Contractor's  Architect.  Parkhill  Ivins Architects, P.C.
                      -----------------------
(the  "Contractor's  Architect")  shall  perform all professional architectural,
engineering  and  contract administration services required under this Agreement
to  complete  the  Work,  and  shall not be replaced without the express written
consent  of  the  Owner.  The  Contractor  covenants and agrees that all design,
engineering, architectural and other professional services necessary to properly
complete the Work shall be the sole responsibility of the Contractor (including,
without  limitation,  any  design,  engineering,  architectural  and  other
professional services rendered by the Contractor's Architect or its consultants,
other  than  the  design  services  provided  previously  pursuant to a separate
agreement  between  Owner  and  Contractor's Architect), and that the Contractor
shall  be  responsible  to  the  Owner  for all acts, omissions, errors, duties,
obligations  and  services  of  the  Contractor's  Architect  and other entities
providing  such professional services pursuant to contracts with the Contractor.
The  Owner  shall  be  a  third-party  beneficiary  of  the contract between the
Contractor  and the Contractor's Architect, and the Contractor shall provide the
Owner  with  a  copy  of  such  contract.

A.               DESIGN  AND  ENGINEERING  WORK
--

1.                    Design  Schedule.  The  Contractor  shall  complete  the
                      ----------------
various  documents  by  the  dates  set  forth  in  the  Schedule.

1.                    Compliance with Laws.  The Contractor covenants and agrees
                      --------------------
that  the  Construction  Documents shall be accurate and free from any errors or
omissions, and shall be in compliance with and accurately reflect all applicable
Laws,  including,  without limitation, any and all Laws related to gaming and/or
gaming  facilities.  The  Contractor shall, at no expense to the Owner, promptly
revise,  modify  and correct any such documents which are not in accordance with
such  legal  requirements  or  are inaccurate or contain errors or omissions, as
required  to  coordinate  the  Work.

A.               CHANGES  IN  THE  WORK
--

1.                    Changes.  Changes  in  the  Work may be accomplished after
                      -------
execution  of this Agreement, and without invalidating this Agreement, by Change
Order  or  Construction  Change  Directive.  A  Change Order shall be based upon
agreement  between the Owner and Contractor; a Construction Change Directive may
be  issued by the Owner alone and may or may not be agreed to by the Contractor.
Changes  in  the  Work  shall  be  performed  under applicable provisions of the
Agreement,  and the Contractor shall proceed promptly, unless otherwise provided
in  the  Change  Order  or  Construction  Change  Directive.

1.                    Contract  Adjustments.  Notwithstanding  anything  to  the
                      ---------------------
contrary  contained  in  this  Agreement,  the  Guaranteed Maximum Price and the
Substantial Completion Date may only be adjusted by Change Order or Construction
Change  Directive.

1.                    No  Contractor  Changes.  Except  as  otherwise  expressly
                      -----------------------
permitted  in  this  Agreement, the Contractor shall not initiate changes in the
scope  of  the Work; it being acknowledged and agreed by the Contractor that the
Work  can  be  successfully completed within the Guaranteed Maximum Price and by
the  Substantial  Completion  Date.

1.                    Change  Orders.  (a)  The Owner may request changes in the
                      --------------
Work  within  the  general  scope  of  this  Agreement  consisting of additions,
deletions  or  other  revisions.  If the Owner so desires to change the Work, it
shall  submit  a  change request to the Contractor in writing.  Within seven (7)
days  of its receipt of any such request, the Contractor shall submit a detailed
proposal  to  the  Owner  stating  (i)  the increase or decrease, if any, in the
Guaranteed  Maximum  Price  which  would  result  from such change, and (ii) the
effect,  if any, upon the Substantial Completion Date by reason of such proposed
change.  If  the  Owner agrees with the Contractor's proposal, the Owner and the
Contractor  shall execute a document reflecting the requested change in the Work
and  the  proposed  adjustments, if any, in the Guaranteed Maximum Price and the
Substantial  Completion  Date  (a  "Change  Order").  In  the  event  the  Owner
disagrees  with  the  Contractor's proposal in relation to the requested change,
the  Owner  may  either  (i) notify the Contractor that the Owner has decided to
withdraw  its requested change, or (ii) issue a Construction Change Directive as
permitted  in  the  following  Section  1.7.5.

     (b)  In  the  event  the  Owner requests a major change in the scope of the
Work and the Owner ultimately decides not to proceed with such requested change,
the  Owner  shall  nevertheless reimburse the Contractor, as a Cost of the Work,
for  design  fees  (as  defined  in  Section  8.4.7)  which  are incurred by the
Contractor  in  preparing  design  documents  reflecting  such requested change;
provided,  however,  no  such  reimbursement shall be made unless the Contractor
previously  notified  the  Owner  that  the requested change was a major change.

1.                    Construction Change Directive.  (a) In the event the Owner
                      -----------------------------
disagrees  with the Contractor's proposal in relation to the Owner's request for
a  change in the Work, the Owner may issue a written order directing a change in
the  Work  (a "Construction Change Directive"), the Guaranteed Maximum Price and
the  Substantial  Completion  Date  being  adjusted,  if  at all, as hereinafter
provided:

a)                    (x)     If  the  "actual  cost"  in performing the Work is
increased  by  any  such change, the Guaranteed Maximum Price shall be increased
(without  duplication)  so as to reflect the "actual cost" to the Contractor (or
to  any  tier  or level of subcontractor) in performing the Work attributable to
the change plus a percentage fee for overhead and profit.  As to the Contractor,
the  percentage  fee shall equal zero percent (0%) of the "actual cost" incurred
by  the  Contractor  for  such  additional  Work.  As  to  any  tier or level of
subcontractor,  the  percentage  fee  shall  equal  fifteen percent (15%) of the
"actual  cost"  incurred  by  any  such  subcontractor for such additional Work.

               (y)     If  the "actual cost" in performing the Work is decreased
by  any  such  change,  the Guaranteed Maximum Price shall be decreased (without
duplication)  so  as to reflect the "actual cost" which would have been incurred
by  the  Contractor (or by any tier or level of subcontractor) in the absence of
such  change,  plus  percentage  fees  calculated  as described in the preceding
Section  1.7.5.1(x).

               (z)     For  the purposes of this Section 1.7.5, "actual cost" in
relation to the Contractor shall be defined and limited to the Cost of the Work,
and  "actual cost" in relation to any subcontractor shall be defined and limited
to  the  cost  of  the  following:
                         (a)     Costs  of labor, including social security, old
age and unemployment insurance, fringe benefits required by agreement or custom,
and  workers'  or  workmen's  compensation  insurance;

                         (b)     costs  of  materials,  supplies  and equipment,
including  cost  of  transportation,  whether  incorporated  or  consumed;

                         (c)     reasonable  rental  costs  of  machinery  and
equipment,  exclusive  of  hand  tools,  whether  rented  from the Contractor or
others;  and

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

"Actual  cost" shall not be deemed to include any item which could be considered
overhead.

a)                    The Owner shall propose a basis for adjustment, if any, in
the  Substantial  Completion Date in the Construction Change Directive it issues
to  the  Contractor.  If  the  Contractor  does  not  agree  with  such proposed
adjustment,  then  any  such  adjustment  in the Schedule shall be determined in
accordance  with  the  dispute  resolution  provisions  in  this  Agreement.

     (b)     Upon  receipt  of the Construction Change Directive, the Contractor
shall  promptly  proceed with the change in the Work involved.  When adjustments
in  the  Guaranteed Maximum Price and the Schedule are determined as provided in
this  Section 1.7.5, such determination shall be effective immediately and shall
be  recorded  by  execution  of  a  Change  Order.

1.                    Necessity  for  Prior  Written  Authorization.  Contractor
                      ---------------------------------------------
waives  any  right  to compensation for any Change in the Work or any extra work
performed  without  prior written authorization or written direction from Owner.
If  extra  work  was  ordered by the Owner and the Contractor performed the same
(but  did  not receive a written Change Order or Construction Change Directive),
the  Contractor  shall be deemed to have waived any claim for extra compensation
therefore.

1.                    Disputes  Reflecting  Changes  in  the Work.  If a dispute
                      -------------------------------------------
arises  as to whether any task or work ordered by Owner is or is not a Change in
the Work, Contractor will make known its claim to Owner in writing no later than
ten (10) days following receipt of the order to undertake such work or task and,
until  instructed  in  writing  by  Owner  to  cease  such  task  or  work, will
immediately  comply  with  Owner's  written instructions to perform such task or
work.  In  the event Contractor does not inform Owner in writing within said ten
(10)  days  of  its  claim  that the task or work ordered by Owner constituted a
Change  in  the  Work  and its claim for an adjustment to the Guaranteed Maximum
Price and/or the Schedule, Contractor shall be barred from ever asserting such a
claim  in  the  future  and Contractor waives any right to thereafter request an
adjustment  in  the  Guaranteed  Maximum  Price  or  Schedule.  In  the  event
Contractor,  within  said  ten  (10) day period, informs Owner in writing of its
claim  that  the task or work ordered by Owner constitutes a Change in the Work,
Contractor shall keep written records of the labor, materials and equipment used
to  perform  such  disputed  task or work and shall submit said records to Owner
weekly,  and  the dispute between Owner and Contractor as to whether the task or
work  ordered  by  Owner  is  or is not a Change in the Work shall be determined
pursuant  to  the dispute resolution provisions of this Agreement.  In the event
it  is  determined by dispute resolution that such task or work did constitute a
Change in the Work, adjustments to the Guaranteed Maximum Price and the Schedule
shall  be  determined in the manner set forth in Section 1.7.5.  Notwithstanding
the  outcome  of such determination, Contractor hereby waives any right which it
might  otherwise have to be compensated (and, such expenses shall not constitute
Cost  of  the  Work)  for  such  work performed on any day for which the records
specified  in  this  Section  1.7.7  are  not  kept  as  provided  herein.

1.                    Compliance  with Construction Documents.  Contractor shall
                      ---------------------------------------
not  execute  any  modifications,  changes  or  alterations  to the Construction
Documents  or  to  the  Work  at  the  request  of any person, including without
limitation  Contractor's  Architect  or  any subcontractor of Contractor, unless
such  modification, change or alteration shall be authorized in writing by Owner
as  provided  in  this  Section  1.7.

1.                    Authorized  Change  Order Signatory.  All Change Orders or
                      -----------------------------------
Construction  Change Directives issued by Owner under this Agreement shall be in
writing  and shall only be effective if executed on behalf of Owner by Ed Reese,
or  by  Owner's  Agent  executing Ed Reese's name as his attorney-in-fact, or by
such  other  person as Ed Reese may designate from time to time by giving notice
of  the  designation  of  such  other  person.

1.                    Restriction  on  Time  Extension.  With  respect  to  all
                      --------------------------------
Changes  in  the  Work,  Change  Orders  and  Construction  Change  Directives,
Contractor  shall  not  claim  any extensions to the Schedule for changes to the
Work  which  do  not  affect  the  total  duration  of  the  Work.

A.               CONTRACTOR'S  REPRESENTATIONS

          Contractor  acknowledges  and  hereby  affirms and represents to Owner
that  Contractor,  to  the  best  of  its  ability  (i)  has  developed  a clear
understanding of the Work that is to be performed by Contractor pursuant to this
Agreement,  (ii)  will  resolve  and eliminate all discrepancies and ambiguities
from  the  scope  of  the Work to the fullest extent and so as to ensure that no
such  discrepancies or ambiguities shall arise or be present in the Construction
Documents,  (iii)  has  familiarized  itself  with  the  Site and all conditions
affecting  said  Site,  and  (iv)  has  made  all  other  necessary inspections,
sightings  and  investigations  which  Contractor,  in  its  sole  and  absolute
discretion, thought or deemed desirable or necessary for Contractor to represent
to  Owner  herewith  that Contractor is able to fully and completely perform its
obligations  under  this  Agreement,  including without limitation, to fully and
completely  perform  the  Work  within  the  Guaranteed Maximum Price and by the
Substantial Completion Date.  The preceding terms and provisions of this Section
1.8  shall  not  limit  or restrict the Contractor's rights set forth in Section
2.6.1.

A.               "AS-BUILT"  DRAWINGS
--

1.                    Maintenance of Drawings at the Site.  During the course of
                      -----------------------------------
performing the Work, Contractor shall maintain on the Site a complete set of the
Construction  Documents  and  shall  update  such  Construction  Documents  on a
continuous  basis  to  reflect  "as-built" changes to the Work, the cost of such
maintenance  to  be  part  of  the  Cost  of  the  Work.

1.                    Mylar Drawings and "As-Built" Survey.  Contractor, as part
                      ------------------------------------
of  the  Cost  of  the  Work  and  prior  to  final payment, shall transfer such
"as-built"  changes to the Work from the Construction Documents kept at the Site
to  (i)  a  true  and  complete  final  set of "as-built" Mylar drawings (and in
electronic  format),  capable of being reproduced, and (ii) a complete set of an
original  "as-built"  survey for the Site and the Project, indicating the actual
location  of  the  improvements  as  constructed  and  as  situated on the Site.

                   I.     ARTICLE :  CONSTRUCTION OF THE WORK;
                    SUBSTANTIAL COMPLETION; EXCUSABLE EVENTS;
                        WORKMANSHIP; COMPLIANCE WITH LAWS

A.               SCHEDULES  AND  SUBMITTALS
--

1.                    The  Schedule.  Attached to this Agreement as Exhibit E is
                      -------------
a  critical  path  method  schedule  for  the  performance  of  the  Work by the
Contractor  (the "Schedule").  Without altering, modifying or otherwise revising
the  Substantial  Completion  Date,  the  Contractor  shall, on a monthly basis,
submit  an  updated  Schedule  to  the Owner for the Owner's review and comment.
Contractor  agrees to be bound by the Schedule and to perform all Work in strict
compliance  with  the  Schedule.

1.                    Submission  of  Shop  Drawings, Details, Samples and Data.
                      ---------------------------------------------------------
Within  a  reasonable  time  following the Contractor's receipt of the Notice to
Proceed,  the  Contractor  shall prepare and make available to Owner, or Owner's
Agent,  at the Site for Owner's information, all shop drawings, samples, product
data  or other submittal information as required for the performance of the Work
and  thereafter shall continue to so make available for Owner's information, any
amendments  and  modifications  made  thereto or any new shop drawings, samples,
product  data  or other submittal information prepared or obtained by Contractor
with respect to the Work.  All items required to be made available by Contractor
pursuant  to  this  Section  2.1.2  shall  be  made  available to Owner ten (10)
business  days prior to the commencement of that portion of the Work encompassed
by said items and the making available of such items (and their review by Owner)
shall not relieve Contractor from responsibility for errors and omissions in the
drawings,  samples,  product  data  or  other  submittals  made  available.

1.                    Material  Purchasing Schedule.  Upon the request of Owner,
                      -----------------------------
Contractor  shall  prepare a material purchasing schedule, and update it monthly
or otherwise as mutually agreed to by Contractor and Owner, or Owner's Agent, of
all  equipment  and  materials to be furnished and incorporated into the Work by
Contractor,  giving  the  following information: (i) identification of the item;
(ii)  date  and  amount  of  purchase;  (iii)  manufacturer  and  manufacturer's
location;  (iv)  shipping date; (v) current status of manufacture; and (vi) date
delivery  is  due  at  Site.  Contractor  shall  adhere  to  and comply with the
approved  material  purchasing  schedule  in  undertaking  the  Work.

1.                    Information  as  to  Progress  of Work.  Contractor agrees
                      --------------------------------------
that  it  shall  keep  Owner continually informed as to the progress of the Work
and, upon its own initiative, shall confer with Owner and shall plan and execute
the  Work  in  a  coordinated  sequence so as to insure the timely and efficient
completion of the Work.  Contractor shall notify Owner when portions of its Work
are  Substantially  Complete  or  ready  for  any  required  inspection.

1.                    Revisions  to  Schedule Due to Owner's Suspension of Work.
                      ---------------------------------------------------------
If  Owner decides to suspend the Work in order to accommodate its own interests,
Contractor  shall,  upon  receipt of written notice from Owner or Owner's Agent,
immediately  discontinue  further  progress of the Work until such time as Owner
advises  Contractor  in  writing  to  resume, which Contractor shall promptly do
upon  receipt of such written notice from Owner.  In the event the suspension in
the  Work was for a period of seven (7) days or less, Contractor hereby releases
and discharges Owner from any liability for damages or expenses of whatever kind
or nature whatsoever which may be caused to or sustained by Contractor by reason
of  such  suspension  in  the Work so long as Owner extends the Schedule and the
Substantial Completion Date for the timely performance by Contractor of the Work
by  a period of one weekday (excluding Saturday, Sunday, and legal holidays) for
each weekday (excluding Saturday, Sunday, and legal holidays) lost on account of
such  Owner  suspension  in  the  Work.  In  the  event  the interruption in the
prosecution of the Work was for a period longer than seven (7) days, Contractor,
upon  demonstrating that such delay did in fact cause an increase in the Cost of
the  Work,  shall  be entitled, in addition to an adjustment of the Schedule and
the  Substantial Completion Date, to an increase in the Guaranteed Maximum Price
in  the  manner  set  forth  in  Section  1.7.5.

A.               TIME  AND  PROSECUTION  OF  WORK
--

1.                    Time  of  the  Essence.  Time  is  of  the essence of this
                      ----------------------
Agreement.  Contractor  agrees to punctually and diligently perform all parts of
the  Work  in  accordance  with  the  Schedule.

1.                    Notice  to Proceed.  The Owner has provided written notice
--                    ------------------
to  the  Contractor  directing the Contractor to commence the performance of the
Work  (the  "Notice  to  Proceed").

1.                    Substantial Completion.  The Contractor shall commence the
                      ----------------------
Work  upon  its receipt of the Notice to Proceed, and shall successfully achieve
Substantial  Completion  of  the Project on or before the Substantial Completion
Date.

1.                    Owner's  Right to Direct Overtime and Multiple Shifts.  If
                      -----------------------------------------------------
Contractor  is  not  in default under any of the provisions of the Agreement and
if, in order to expedite the completion of the Work, Owner directs Contractor to
work  overtime  or  multiple  shifts,  Contractor  shall  work  said overtime or
multiple shifts and Owner shall pay for said overtime only the actual extra cost
over  the  rate for regular time of said overtime.  Extra cost for such overtime
work  shall be authorized only by Change Order or Construction Change Directive.

1.                    Owner's  Right  to  Request  Expedition.  If  at  any time
                      ---------------------------------------
Contractor  becomes aware of circumstances relating to the Work that may cause a
delay  in  the  Schedule, including without limitation delays in the manufacture
and/or  delivery  of  materials or equipment,  Contractor shall immediately give
written  notice of such circumstances to Owner or Owner's Agent.    Upon receipt
of  such  notice, the Owner may direct the Contractor to exert its best efforts,
and  to  expedite  any  matters,  so as to avoid any such delay in the Schedule.

1.                    Owner's  Right  to Require Additional Labor.  In the event
                      -------------------------------------------
the  Contractor  should:

          (a)     fail or refuse to prosecute the Work in strict accordance with
the  Schedule,  or

          (b)     fail  or  refuse  to  supply  sufficient  skilled  workmen, or

          (c)     fail  to  cause  materials or equipment to be delivered to the
Site  in  accordance  with  the  material  purchasing  schedule,  or

          (d)     fail  to  commence, perform, finish or deliver different parts
of  the  Work  in  accordance  with  the  Schedule,  or

          (e)     otherwise  default  in  its  obligations under this Agreement,

then Owner, in addition to any other rights Owner may have under this Agreement,
upon  seven (7) days prior written notice to Contractor, shall have the right to
require  Contractor  to  furnish  additional labor and to expedite materials and
equipment  and,  if such additional labor is not available, Owner shall have the
right to require Contractor to work overtime or multiple shifts (and/or weekends
and  holidays)  to such an extent as will be sufficient in the opinion of Owner,
to  expedite  and  complete  the  Work  in  accordance  with  the  Schedule.

A.               SUBSTANTIAL  COMPLETION  OF  WORK
--

1.                    Definition of Substantial Completion.  For the purposes of
                      ------------------------------------
this  Agreement,  the  terms "Substantially Completed", "Substantially Complete"
and  "Substantial  Completion",  when applied to the Project, shall be deemed to
have  occurred  upon  the  latest  to  occur  of  the  following  events:

               (i)  The  Project is sufficiently complete  such that it is ready
for  occupancy, utilization and continuous commercial operation for the uses and
purposes intended, subject to minor punch list items (the noncompletion of which
does not interfere with the occupancy, use or continuous commercial operation of
the  Project);

               (ii)  Certificates  of  occupancy  have  been  issued  by  the
appropriate  Governmental  Authorities  for  the  Project;  and

               (iii) Receipt by Owner of a certificate of substantial completion
from  Contractor's Architect certifying that all Work as to the Project has been
completed  in  accordance  with  the Construction Documents, subject only to the
completion  of  minor  punch  list  items.

1.                    Further  Conditions on Substantial Completion.  Contractor
                      ---------------------------------------------
hereby  acknowledges its agreement and understanding that Substantial Completion
of  the Project shall in any event require that all systems reasonably necessary
for  the  operation  of  the  Project  shall be installed and fully operational,
including  but  not  limited  to,  heating,  ventilating, air conditioning, life
safety,  systems  controls,  fire sprinkler, vertical transportation, electrical
and  plumbing.

A.               DELAYED/EARLY  COMPLETION
--

1.                    Liquidated  Damages.  Contractor  expressly  acknowledges
                      -------------------
that  Owner will incur substantial costs, lost revenues and damages for each day
that Substantial Completion of the Project is delayed, including but not limited
to, lack of hotel revenues, personnel and administrative costs, loss of profits,
loss of goodwill, loss of market position, and other direct and indirect losses.
In  view  of the difficulty or impossibility of determining what Owner's damages
will  be should Contractor fail to achieve Substantial Completion of the Project
on  or before the Substantial Completion Date, Contractor agrees to pay Owner as
liquidated  damages,  and not as a penalty, the following amounts:  For each day
Substantial  Completion  of  the  Project  is  delayed  beyond  the  Substantial
Completion  Date,  the  sum  of:

-     $0.00  per  day  for  the  first  twenty-two  (22)  days  of  delay;  and

-     $10,000  per day for any days of delay after such initial twenty-two  (22)
day  period.

No  liquidated  damages  due  from the Contractor shall constitute a Cost of the
Work.  Contractor hereby specifically acknowledges that it has reviewed together
with  Owner  all  the  aspects  of  Owner's  damages, and agrees, represents and
confirms  that  the  daily  liquidated damage amounts provided herein represents
Owner's  and Contractor's best estimate of a realistic and accurate daily damage
to  Owner  in  the  event  of Contractor's failure to Substantially Complete the
Project  as provided in the Schedule.  The preceding liquidated damages, if any,
shall  be  due  and  payable  by  the  Contractor  upon  demand  by  the  Owner.
1.                    Early  Completion Incentive. Conversely, if the Contractor
                      ---------------------------
achieves  Substantial  Completion  of  the  Project  prior  to  the  Substantial
Completion Date, the Owner shall pay the Contractor an incentive fee as follows:
For  each  day  Substantial  Completion  of the Project precedes the Substantial
Completion  Date,  the  sum  of:

-     $0.00  per  day  for  the  first  twenty-two  (22)  days which precede the
Substantial  Completion  Date;  and

-     $10,000  per  day  for  each  day  which precedes the twenty-two (22) days
before  the  Substantial  Completion  Date.

The  preceding  incentive  fees, if any, shall be paid with the final payment to
the  Contractor.

A.               EXCUSABLE  EVENTS
--

1.                    Adjustments  in  Schedule  Because  of  Excusable  Event.
                      --------------------------------------------------------
Except  as  otherwise  specifically provided in this Agreement or as a result of
Changes  in the Work as permitted in Section 1.7 of this Agreement, an extension
in  the  Substantial  Completion  Date shall only be granted under the following
circumstances:  (a) a delay occurs in the progress of the Work as a result of an
Excusable  Event,  and  (b)  the  Contractor  has  complied  with  the terms and
conditions  of  the  following  clauses:

(a)     The  Contractor,  within  seven  (7)  days  of  the  date upon which the
Contractor has knowledge of the Excusable Event, notifies the Owner, in writing,
of  the  cause  of  the  event and the approximate number of days the Contractor
expects  to  be  delayed  as  a result of such event; and the Contractor makes a
request for an extension of time to the Owner, in writing, within seven (7) days
after  the  cessation  of  the Excusable Event specifying the number of days the
Contractor  believes that its activities were in fact delayed as a result of the
event;

(b)     The  Contractor  can  demonstrate, to the reasonable satisfaction of the
Owner, that the activity claimed to have been delayed was in fact delayed by the
Excusable  Event,  and that the delay in such activity will result in a delay in
Substantial  Completion  of  the Project beyond the Substantial Completion Date;
and

(c)     The  initial  notice  provided  by the Contractor under Clause (a) above
describes  the  efforts  of  the  Contractor that have been (or are going to be)
undertaken  by  the  Contractor to overcome or remove the Excusable Event and to
minimize  the  potential  adverse effect on the time for performance of the Work
resulting  from  such  Excusable  Event.

Compliance with this Section is a condition precedent to receipt of an extension
in  the  Substantial  Completion Date.  In the event of a failure to comply with
this  Section,  the  Contractor  shall  not be entitled to an extension of time.
Upon satisfaction by the Contractor of the terms and conditions in the preceding
clauses,  the  Owner  and the Contractor will use good faith efforts to agree on
the  extent  to which the Work has been delayed on account of any such Excusable
Event.  Once  the  parties  have mutually agreed as to the extent of such delay,
they  shall  enter  into  a  Change  Order  reflecting their agreement as to the
adjustment  in  the  Schedule  and  the  Substantial  Completion  Date.

1.                    Adjustments  in  Guaranteed  Maximum  Price  Because  of
                      --------------------------------------------------------
Excusable Event.  Except as otherwise specifically provided in this Agreement or
       --------
as  a  result  of  changes  in  the  Work  as  permitted  in Section 1.7 of this
Agreement,  an  increase  in  the Guaranteed Maximum Price shall only be granted
under  the  following  circumstances:  (a)  a  demonstrable  increase  in  the
Contractor's  cost  of  performing  the  Work  results from the occurrence of an
Excusable  Event which is identified in Section 2.5.3.1, 2.5.3.4 or 2.5.3.5, and
(b)  the  Contractor has complied with the terms and conditions of the following
clauses:

(a)     The  Contractor,  within  seven  (7)  days  of  the  date upon which the
Contractor has knowledge of the Excusable Event, notifies the Owner, in writing,
of  the  cause  of the event and the approximate additional costs the Contractor
will  incur as a result of such event; and the Contractor makes a request for an
increase  in the Guaranteed Maximum Price to the Owner, in writing, within seven
(7)  days  after the cessation of such Excusable Event specifying the additional
cost  the  Contractor  believes  it  incurred  as  a  result  of  such  event;

(b)     The  Contractor  can  demonstrate, to the reasonable satisfaction of the
Owner,  that  the  Excusable  Event  did  in  fact  cause  an  increase  in  the
Contractor's  cost  of  performing  the  Work;  and

(c)     The  initial  notice  provided  by the Contractor under Clause (a) above
describes  the  efforts  of  the  Contractor that have been (or are going to be)
undertaken  by  the  Contractor to overcome or remove the Excusable Event and to
minimize  the  potential  adverse effect on the cost for performance of the Work
resulting  from  such  Excusable  Event.

Compliance  with this Section is a condition precedent to receipt of an increase
in  the Guaranteed Maximum Price.  In the event of a failure to comply with this
Section,  the  Contractor shall not be entitled to an increase in the Guaranteed
Maximum  Price.  Upon satisfaction by the Contractor of the terms and conditions
in  the  preceding  clauses,  the  Owner  and the Contractor will use good faith
efforts  to  agree  on the extent to which the Contractor's costs for performing
the  Work have been increased as a result of any such Excusable Event.  Once the
parties  have mutually agreed as to the Contractor's increased costs, they shall
enter into a Change Order reflecting their agreement as to the adjustment in the
Guaranteed  Maximum  Price.

1.                    Excusable  Events  Defined.  The  occurrence of any of the
                      --------------------------
following  events  shall  constitute  an  "Excusable  Event":

a)                         Delays  resulting  from  the acts or omissions of the
Owner,  to the extent such delays arise from circumstances beyond the reasonable
control  and  without  the  fault  or  negligence  of  the  Contractor,  its
subcontractors  or  other  persons  for  whom  either  may  be  liable;

a)                         Any  of  the  following  acts,  events, conditions or
occurrences  to  the extent that the same are beyond the Contractor's reasonable
control, which could not have been either foreseen or avoided by the exercise of
due  diligence,  and  which has an adverse effect on the Contractor's ability to
perform  its  obligations  hereunder:  acts  of  God, fires, explosions, floods,
earthquakes,  tornadoes,  epidemics,  civil  disturbances, war, riots, sabotage,
restraints or injunctions issued by a Governmental Authority, nationwide strikes
or  labor disputes, and the City of Black Hawk's failure or delay in issuing, or
its  revocation  of,  permits required for the performance of the Work (a "Force
Majeure  Event");

a)                         The discovery of any Pre-Existing Hazardous Substance
at  the  Site;

a)                         The  occurrence  of  a  Change  in  Law;

a)                         The  discovery of any Unforeseeable Conditions at the
Site  as  described  in  Section  2.6.1(b);  and

a)                         Delays  resulting  from  the occurrence of an Extreme
Weather Day; provided, however, no adjustment in the Substantial Completion Date
shall  be  permitted  until  fifteen  (15)  Extreme  Weather Days which actually
delayed the Work have occurred (it being expressly agreed by the Contractor that
all  delays  arising from the occurrence of such initial fifteen (15) days shall
be  borne  by  the  Contractor  alone).

1.                    Rights Limited.  The rights and remedies set forth in this
                      --------------
Section  2.5 shall be the Contractor's sole and exclusive rights and remedies in
the  event  of  an  occurrence  of an Excusable Event, and the Contractor hereby
waives  all  other  rights  and  remedies  at law and/or in equity that it might
otherwise  have  against  the  Owner  on  account  of  an  Excusable  Event.

1.                    Contractor's Acknowledgment of Extreme Weather Conditions.
                      ---------------------------------------------------------
Contractor  recognizes  and  acknowledges  that the Work is to be conducted in a
mountainous  region  of  Colorado  where  extremes  in  all  forms  of  weather,
temperature  and  precipitation  can be reasonably expected, and that Contractor
has  taken into account the possibility of such extremes in weather, temperature
and  precipitation  in  agreeing  to  the Guaranteed Maximum Price, Schedule and
Substantial Completion Date.  Therefore, the Contractor shall not be entitled to
an adjustment in the Guaranteed Maximum Price as a result of weather conditions,
and  shall  only  be entitled to a Schedule adjustment for weather conditions to
the  extent  expressly  permitted  in  Sections  2.5.1  and  2.5.3.

A.               WORKMANSHIP  AND  PERFORMANCE  OF  WORK
--

1.                    Site  Conditions.  (a)  The  Contractor agrees that it has
                      ----------------
satisfied  itself  as  to what the Contractor anticipates will be the character,
quality  and  quantity of surface and subsurface materials or obstacles that may
be  encountered  by the Contractor at the Site, and that the entire cost risk of
such  matters  (as well as any concealed, latent or unknown conditions) shall be
borne  by  the  Contractor as part of the Guaranteed Maximum Price  and that the
Contractor  shall  not be entitled to an extension in the Substantial Completion
Date  as  a result of the same.  In furtherance of the foregoing, the Contractor
agrees  that  it  shall have no claim for any increase in the Guaranteed Maximum
Price,  or  any  extension in the Substantial Completion Date, in the event that
soil,  surface  or  subsurface  conditions  which  differ  from  what  had  been
anticipated  by  the Contractor, or concealed, unknown or latent conditions, are
encountered  or  discovered  at  the  Site  in  the  performance  of  the  Work.
Notwithstanding  the  foregoing,  the  responsibility  for  remediating  any
Pre-Existing  Hazardous Substances which are encountered at the Site shall be as
provided  in  Section  16.1.

     (b)  Notwithstanding  anything  to  the contrary contained in the preceding
Section  2.6.1(a), if the Contractor encounters conditions at the Site which are
concealed  physical  conditions  which  the  Contractor  reasonably believes are
Unforeseeable  Conditions, then notice by the Contractor as to the same shall be
given  to  the  Owner.  If  the  Owner  and  the  Contractor thereafter mutually
determine  that  such  concealed  physical  conditions are in fact Unforeseeable
Conditions, then the Contractor will be entitled to seek an equitable adjustment
in  the Guaranteed Maximum Price or the Substantial Completion Date, or both, as
provided  in  Section  2.5.

1.                    Local  Conditions.  The  Contractor represents that it has
                      -----------------
taken  steps  reasonably  necessary  to ascertain the nature and location of the
Work,  and  that it has investigated and satis-fied itself as to the general and
local  conditions  which can affect the Site and/or the performance of the Work,
including  but  not  limited  to  (1)  conditions  bearing  upon transportation,
disposal, handling, and storage of materials and equipment; (2) the availability
of  labor, water, electric power, and roads; (3) uncertainties of weather at the
Site;  and  (4)  the character of equipment and facilities needed preliminary to
and  during  the performance of the Work.  Any failure by the Contractor to take
the  actions  described  and  acknowledged  in this Section will not relieve the
Contractor  from  responsibility for estimating properly the difficulty and cost
of  successfully  performing the Work, or for proceeding to successfully perform
the  Work  without additional expense to the Owner; provided, however, the terms
and  provisions  of this Section shall not be construed to limit or restrict the
Contractor's  rights  set  forth  in  the  preceding  Section 2.6.1(b) regarding
Unforeseeable Conditions.  Notwithstanding the foregoing, the responsibility for
remediating  any  Pre-Existing Hazardous Substances which are encountered at the
Site  shall  be  as  provided  in  Section  16.1.

1.                    Contractor's Responsibility for Proper Layout.  Contractor
                      ---------------------------------------------
shall  be strictly responsible for the proper layout, location, performance, and
accuracy of the lines and levels required for the proper performance of the Work
and  for any loss or damage to the Owner resulting from the Contractor's failure
to  set  out or perform the Work correctly and coordinate its work with the Work
of  others.  Contractor  shall  so lay out and perform the Work such that actual
final  conditions  and  details  result  in  alignment  of  finish  surfaces  in
accordance  with  the  Construction  Documents.

1.                    Contractor's Workmanship Standard.  Every part of the Work
                      ---------------------------------
shall be executed by Contractor in strict accordance with the provisions of this
Agreement  and  in  a thorough, sound, workmanlike manner and in accordance with
the highest construction industry standards.  All material and equipment used in
the  Work  shall  be  furnished in ample quantities to facilitate the proper and
expeditious  execution  of  the  Work  and  shall  be  new and the best of their
respective  kinds,  except  such  materials as may be expressly and specifically
provided  for  in  the  Construction  Documents  to  be  otherwise.

1.                    Contractor's  Work  in  Areas  Prepared  by  Others.  With
                      ---------------------------------------------------
respect  to  any  portion  of  the  Work which requires tasks or functions to be
performed  on  areas  constructed  or  prepared  by  others,  or  which includes
installation  of  materials  or equipment furnished by others, Contractor hereby
agrees  that use of such items or commencement of the Work by Contractor on such
areas shall be deemed to be and constitute acceptance thereof by Contractor, and
Contractor  hereby  agrees that it shall be responsible and liable for any loss,
expense  or  damage  attributable  to such areas or items, and agrees to protect
such  areas,  and  to  inventory, handle, store and install such items with such
skill  and  less  care  as  to  insure  compliance  with  this  Agreement.

1.                    Owner's  Inspection  Rights.  Contractor  shall  make  all
                      ---------------------------
arrangements  necessary for the inspection by Owner of materials at the Site, or
at  shops,  or  at any place where materials required for the performance of the
Work  may be in storage or in the course of preparation, process, manufacture or
treatment.  Contractor  shall  furnish  to  Owner,  as  often as requested, full
reports  of  the progress of the Work at any place where materials may be in the
course of preparation, process or manufacture, in such detail as may be required
by Owner, including any purchase orders, schedules, plans, drawings, or diagrams
utilized in the course of preparation, process or manufacture of such materials.

1.                    Storage  on  Site.  Contractor  shall  provide, locate and
                      -----------------
relocate  and/or maintain adequate sheds and/or tool boxes on the Site as may be
reasonably  designated  by  Owner.  Owner  shall  not  be responsible for any of
Contractor's  (or  its  subcontractors'  or  materialmen's)  clothing,  tools,
materials,  equipment  or  other items lost, damaged, stolen or destroyed at the
Site  or  elsewhere,  it  being  the  agreement  of  the parties hereto that all
preparation  for  the  Work,  including  without  limitation,  the  delivery  of
material  to  the  Site, shall be at the risk of Contractor alone and Contractor
shall  assume  the  risk  for  all  loss  occasioned  by fire, theft, mysterious
disappearance  or  other damage to such items, except to the extent such loss is
compensated  by  insurance required to be provided by the Owner pursuant to this
Agreement.

1.                    Owner's  Access  to  the  Work.  Owner,  any  Governmental
                      ------------------------------
Authority,  or  any  other  party  designated by Owner shall, at all times, have
access  to  the  Work  wherever it is in preparation or progress, and Contractor
shall  provide sufficient, safe and proper facilities reasonably needed for such
access  and  for  inspection  by  such  parties.
2.                    Rejected  Workmanship  and  Material  During Construction.
                      ---------------------------------------------------------
Owner  and  any Governmental Authority shall have the right to reject materials,
equipment,  fixtures,  furniture,  workmanship  or other Work, including without
limitation,  architectural  and  engineering work, which are defective or not in
conformity  with  this  Agreement  and  to  require  their correction.  Rejected
workmanship  shall  be  satisfactorily corrected and rejected materials shall be
satisfactorily  replaced  with  proper  materials.  The  cost  of  such rejected
workmanship  and its correction and the cost of such rejected materials shall be
borne  by  Contractor  from  its  own funds and shall not constitute Cost of the
Work.  If  Contractor does not commence to correct such defective workmanship or
replace  the  rejected  materials  within  five  (5)  days,  Owner  may, without
prejudice  to  any  other  rights  or  remedies  the  Owner  may have under this
Agreement,  correct  such  deficiencies  and  deduct  an  amount  equal  to  the
expenditures  incurred  by  the  Owner  in  doing  so  from  amounts  due to the
Contractor.

1.                    Removal  or  Tearing  Out  Work  to Inspect.  Should it be
                      -------------------------------------------
considered necessary or advisable by Owner or any Governmental Authority to make
an  examination  of  the Work already completed by the Contractor by removing or
tearing out same, Contractor shall, upon request, promptly furnish all necessary
facilities, labor and materials therefor.  If such Work is found to be defective
or nonconforming in any material respect, Contractor shall bear all the expenses
of  such  examination  and of satisfactory reconstruction from its own funds and
such  expenses shall not constitute Cost of the Work.  If, however, such Work is
found  to  meet  the  requirements  of  this  Agreement,  Contractor  shall  be
compensated  for such examination and replacement by an equitable adjustment (if
one  is  appropriate  or  necessary)  in  the  Guaranteed  Maximum Price and the
Schedule  by  means  of  a  Change  Order.

1.                    Responsibility.  The  Contractor  shall  be responsible to
                      --------------
the  Owner  for  acts  and  omissions  of  the  Contractor,  subcontractors,
subsubcontractors,  architects, engineers, suppliers and their respective agents
and  employees,  and  any  other  persons  performing  portions  of  the  Work.

1.                    Control.  The  Contractor  shall be solely responsible for
                      -------
and  shall  have  control  over  all  construction  means,  methods, techniques,
sequences  and  procedures,  and  for  coordinating  all  portions  of the Work.

1.                    Use  of Site.  The Contractor shall confine its operations
                      ------------
at  the  Site  to  areas  permitted by laws, ordinances, rules, permits and this
Agreement,  and  shall  not  unreasonably  encumber  the  Site  with  materials,
equipment  or  similar  items.

1.                 Cutting  & Patching.  The Contractor shall be responsible for
                   -------------------
all  cutting,  fitting and patching which is required to complete the Work or to
make  its  parts fit together properly.  It is the intent of this Agreement that
all  areas  requiring  cutting,  fitting  and  patching  shall  be restored to a
completely  finished  condition.

A.               COMPLIANCE  WITH  FEDERAL,  STATE  AND  LOCAL  LAWS
--

1.                    Taxes.  The  Contractor  shall pay all sales, value added,
                      -----
consumer,  use,  excise  and  other taxes, duties and tariffs (whether direct or
indirect)  relating  to,  or incurred in connection with, the performance of the
Work,  including,  without  limitation,  all  duties, tariffs and taxes (whether
foreign  or  otherwise)  related  to  the import/export of machinery, equipment,
materials and supplies utilized in the performance of the Work.  Notwithstanding
the  foregoing,  any  use  tax  imposed  by  the City of Black Hawk, Colorado in
relation  to  the performance of the Work shall be borne by the Owner, and shall
be  paid  directly  to  the  City by the Owner upon submission of an invoice and
other  supporting  documentation  from  the  Contractor.

1.                    Legal  Requirements.  The  Contractor  shall  comply,  and
                      -------------------
shall  cause  its  subcontractors,  sub-subcontractors  and  others  performing
portions  of  the  Work  to  comply, with all existing and future Laws, permits,
licenses  and approvals which are applicable to the Work, the Project and/or the
Site,  and  shall  give  all  notices  pertaining  thereto.

1.                    Permits and Licenses.  The Contractor shall secure and pay
                      --------------------
for  any  and  all  permits,  licenses,  governmental  fees,  inspections,
certifications,  authorizations and approvals necessary for the proper execution
and  completion of the Work, including, without limitation, building permits and
certificates of occupancy. Notwithstanding the foregoing, the Owner shall secure
and/or  pay  for  those  permits  and  licenses  set forth on Exhibit F attached
hereto.

1.                    Building  Inspections.  Contractor  shall  promptly notify
                      ---------------------
the respective regulatory departments or official bodies when any portion of the
Work  is ready for inspection and Contractor shall, at once, undertake all tasks
required to obtain approvals of such Work, to remove any violations therefrom or
to  comply  with  such  inspections,  without  any  additional  charge to Owner.

1.                    Corrections  of  Legal  Violations.  Upon  discovering  or
                      ----------------------------------
being  advised  that  any  portion  of the Work is or may be in violation of any
Laws,  Contractor  shall  immediately  notify  the  Owner  in  writing and shall
immediately  correct  such violation.  The cost of such corrective work shall be
made  from  Contractor's  own  funds,  and  such  costs  and  expenses shall not
constitute  Cost  of the Work.  Owner after giving Contractor written notice and
five  (5)  days  to  cure the problem, shall have the right to make all required
payments  to  correct  such  violations, and any monies expended by the Owner in
correcting  such violations may be deducted from payments due to the Contractor.

1.                    Ownership  of  Design  Documents.  The  Construction
                      --------------------------------
Documents,  and  any  other  drawings,  specifications, designs, plans and other
documents,  prepared  by  or  on behalf of the Owner, the Contractor's Architect
and/or  the  Contractor  shall be deemed the property of the Owner.  Neither the
Contractor,  nor  the  Contractor's  Architect  or any other party, shall own or
claim a copyright in such documents, and the Owner shall be deemed the author of
them  and will retain all common law, statutory and other proprietary rights, in
addition  to  the  copyright.  All  copies of them shall be returned or suitably
accounted  for  to  the  Owner  upon  completion  of the Project.  The preceding
documents  and copies thereof are to be used by the Owner solely with respect to
the  completion  of  the  Project or for any additions, improvements, changes or
alterations  to  the  Project after its completion; provided, however, the Owner
shall indemnify the Contractor and the Contractor's Architect from any liability
which may arise from the misuse or incorrect use of such documents by the Owner.
Such  documents  are  not  to  be  used  by  the  Contractor or the Contractor's
Architect  on  other projects or for any other purpose without the prior written
consent  of  the  Owner.  The Contractor is granted a limited license to use and
reproduce  applicable  portions  of such documents appropriate to and for use in
the performance of the Contractor's services under this Agreement.  Submittal or
distribution  to  meet  official regulatory requirements in connection with this
Project  is  not  to  be  construed  as publication in derogation of the Owner's
copyright  or  other  reserved  rights.

1.                    Patents  and  Other  Proprietary  Rights.  The  Contractor
                      ----------------------------------------
shall  pay  all royalties and other fees for any patents, trademarks, copyrights
or  other  proprietary  rights necessary for the execution and completion of the
Work.  The  Contractor  shall indemnify, defend and hold harmless the Owner from
and  against  any  and  all  losses,  damages  or  expenses,  including, without
limitation,  court  costs  and  reasonable attorneys' fees, arising or resulting
from  any  claim  or  legal  action  that  any  materials,  supplies, equipment,
processes  or  other portions of the Work furnished by the Contractor under this
Agreement  constitutes  an  infringement  of any patent, trademark, copyright or
other  proprietary  rights.  If  any  such  item  is  held  to  constitute  an
infringement, and the use of such item is enjoined, the Contractor shall, at its
own expense, either procure the right to use the infringing item, or replace the
same  with  a substantially equal but non-infringing item, or modify the same to
be  non-infringing, provided that any substitute or modified item shall meet all
the  requirements  and  be subject to all the provisions of this Agreement.  The
terms and provisions of this Section shall survive the termination or expiration
of  this  Agreement.

A.               CONTRACTOR'S  SUBCONTRACTORS
--

1.                    Bidding  Process.  In  relation to its subcontracting, the
                      ----------------
Contractor  agrees  as  follows:  (i)  no construction trade related to the Work
shall  be  performed unless and until such construction trade has been submitted
to  a  competitive  bidding  process  whereby  no  less than three (3) bona-fide
bidders  participate  in  the bidding for such trade, (ii) all such construction
trades  shall  be  awarded  to  the  lowest  bidder,  and (iii) unless otherwise
permitted  in  writing  by Owner, all subcontracts awarded by the Contractor for
the  Work shall be written on a "lump sum basis" and not on a "cost plus", "cost
                                                     ---
of the work" or "reimbursable" basis.  Notwithstanding the foregoing or anything
to  the  contrary  contained  in  this  Section 2.8, the parties hereby agree as
follows:

     (i) The Contractor's Architect shall perform all professional architectural
services  required  under  this  Agreement,  provided  the  subcontract  between
Contractor  and the Contractor's Architect shall be subject to the Owner's prior
written  approval;

     (ii)  The  Subcontractors  already selected by the Contractor and listed on
Exhibit H attached hereto shall perform the services described therein, provided
the  subcontracts between Contractor and such subcontractors shall be subject to
the  Owner's  prior  written  approval;

     (iii)  The  Contractor  may  be  a  participant  in  the  bidding  for  any
construction  trade;  provided (a) the Contractor may not perform any such trade
work  unless  it submitted the lowest bid, (b) the Contractor's bid must be on a
lump  sum basis and must be submitted to the Owner one (1) business day prior to
the date its competitors' bids are due, and (c) if the Contractor is awarded any
such  work because it submitted the lowest bid, the Contractor shall perform all
work  outlined  in its proposal for an amount equivalent to its lump sum bid and
shall  not  charge the Owner for any such work as a Cost of the Work (other than
as  a  Cost  of the Work which is payment toward the Contractor's lump sum bid);
and

     (iv)  No affiliate of the Contractor shall be deemed a bona-fide bidder for
purposes  of  the  foregoing  bidding  process.

1.                    Identification  of  Subcontractors.  Each  month  the
                      ----------------------------------
Contractor shall furnish to Owner for Owner's approval, which approval shall not
be  unreasonably  withheld,  an  updated Exhibit H, which shall include not only
already-approved Subcontractors but also all architects, engineers, consultants,
purchasing  agents,  material  suppliers or other subcontractors selected during
the  preceding  month by Contractor pursuant to the foregoing bidding process to
perform the Work.  Owner will give Contractor written notice of rejection of any
such  architect,  engineer,  consultant,  purchasing agent, material supplier or
other  subcontractor  unacceptable  to  Owner  within  seven  business  days.
Contractor shall not permit any such architect, engineer, consultant, purchasing
agent,  material  supplier or other subcontractor which either did not appear on
such  initial  list  or was rejected by Owner to perform any of the Work without
obtaining  Owner's  prior written approval.  In the event Owner has not rejected
such  architect,  engineer,  consultant,  purchasing agent, material supplier or
other  subcontractor,  such  architect,  engineer, consultant, purchasing agent,
material supplier or other subcontractor may be used by Contractor in accordance
with  the  terms of this Agreement, to perform any such portion of the Work such
architect,  engineer,  consultant,  purchasing agent, material supplier or other
subcontractor  is  qualified  to  perform.

1.                    Rejection  by Owner of Subcontractors.  In the event Owner
                      -------------------------------------
rejects  an architect, engineer, consultant, purchasing agent, material supplier
or  other  subcontractor as Owner is permitted to do herein, and if, as a result
of  such  rejection,  Contractor  is  required to accept an architect, engineer,
consultant,  purchasing  agent,  material  supplier or other subcontractor whose
subcontract amount differs from that of the rejected one, the difference in cost
occasioned  by  such  rejection  shall  result in an increase or decrease in the
Guaranteed  Maximum  Price  pursuant to a Change Order.  Once approved by Owner,
Contractor  shall  make no substitution for any architect, engineer, consultant,
purchasing  agent,  material supplier or other subcontractor previously approved
by  Owner  for a specified portion of the Work unless such substitution is again
approved  by  Owner.  Contractor  shall  require  all  architects,  engineers,
consultants,  purchasing  agents, material suppliers and other subcontractors to
be  bound  by  and  comply with the provisions of this Agreement which relate to
their  scope,  quality  and  the schedule of performance of the Work in the same
manner  that  Contractor  is  bound  to  Owner  hereunder.
2.                    Liquidated  Damages In Subcontracts.  Contractor shall use
                      -----------------------------------
its  best  efforts  to  require  all subcontracts and purchase orders to include
liquidated  damage  provisions,  providing  for  liquidated damages in an amount
proportionate to the cost of the Work to be performed by any such party relative
to  the  Guaranteed  Maximum  Price.

1.                    Contingent  Assignment.  Each  subcontract agreement for a
                      ----------------------
portion  of  the Work is hereby assigned by the Contractor to the Owner provided
that:

               1.     the  assignment  is  effective  only after termination for
cause  of this Agreement by the Owner pursuant to the terms hereof, and only for
those  subcontract  agreements  which  the  Owner  accepts  by  notifying  the
subcontractor  in  writing;  and

          2.     the  assignment is subject to the prior rights of the surety or
sureties,  if  any,  obligated  under  bonds  relating  to  this  Agreement.

The  Contractor  shall provide in each subcontract that upon termination of this
Agreement  by  reason of a default by the Contractor hereunder, at the option of
the  Owner  and  subject  to  the  preceding  terms,  all  of  the rights of the
Contractor  under  the  subcontract  shall  be  assigned  to  the  Owner and the
subcontractor  shall perform its duties and obligations thereunder, provided the
Owner  makes  payment on the amounts due thereunder as and when due and payable,
less  such amounts as theretofore paid by the Owner to the Contractor applicable
to  the  subcontract.  The Contractor shall execute and deliver to the Owner any
instruments  reasonably required by the Owner to confirm and evidence any of the
preceding  contingent assignments.  The Contractor shall also make available for
the  Owner's  inspection  true  and  correct copies of the executed subcontracts
during  regular  business  hours.

A.               LABOR
--

1.                    Contractor's  Duty  to  Staff  the Work.  Contractor shall
                      ---------------------------------------
supply  and  cause its subcontractors to supply a sufficient and adequate number
of  properly  skilled workmen and competent supervisors to insure the prompt and
efficient  performance  of  the  Work.

1.                    Owner's  Approval  of Labor Force.  Employment of labor by
                      ---------------------------------
Contractor shall be undertaken under conditions which are satisfactory to Owner.
Contractor  shall  remove, or cause to have removed, from the Site, any employee
or  employees  who  are  considered  unsatisfactory  by Owner, in its reasonable
discretion,  provided  that  such  removal is not in violation of EEOC rules and
regulations  or  any  labor  contact  relating  to  construction of the Project.

1.                    Notice  of  Occurrence  With  Respect  to  Employees.
                      ----------------------------------------------------
Contractor  shall  give  to  Owner oral notice, immediately after Contractor has
knowledge thereof, of any occurrence, on the Site or otherwise, resulting in (i)
bodily  injury  or  death  or  (ii)  property damage.  Said oral notice shall be
followed  by  written  notice from Contractor to Owner of said occurrence within
five  business  days  of the giving of oral notice.  Contractor shall notify the
local  police of any occurrence requiring an official police record.  The notice
of  Contractor to Owner should indicate whether the police were notified and, if
so,  the  number  of  the  police  report,  if  available  or  if  obtainable.

A.     MAINTENANCE  OF  THE  SITE  AND  PROTECTION  OF  PERSONS  AND  PROPERTY
--

1.                    Safety
--                    ------

a)                         Safety Programs.  The Contractor shall be responsible
                           ---------------
for  initiating, maintaining and supervising all safety precautions and programs
in  connection  with  the  performance  of  this  Agreement,  including, without
limitation,  appropriate  precautions  and  programs for areas in and around the
Site.

a)                         Applicable  Laws.  The  Contractor shall give notices
                           ----------------
and comply with all applicable Laws bearing on the safety of persons or property
or  their protection from damage, injury or loss, including, without limitation,
the  Federal  Occupational  Safety  and  Health  Act.

1.                    Safety  of  Persons  and  Property.
                      ----------------------------------

a)                         Safety  Precautions.  The  Contractor  shall take all
                           -------------------
reasonable  precautions  for  the  safety  of,  and shall provide all reasonable
protection  to  prevent  damage,  injury  or  loss  to:

(a)     employees  and  subcontractors  or other persons performing the Work and
all  other  persons  who may be affected thereby, including, without limitation,
employees,  patrons,  and  guests  of  Owner's  casino;

(b)     the Work and materials and equipment to be incorporated therein, whether
in  storage on or off the site, under care, custody or control of the Contractor
or  subcontractors;  and

(c)     other  property  at  the  Site  or  adjacent thereto, such as buildings,
trees,  shrubs,  lawns,  walks,  pavements,  roadways, structures and utilities,
including,  without  limitation,  Owner's  casino.

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

a)                         Dangerous  Materials.  When  use  or  storage  of
                           --------------------
explosives  or  other  dangerous  materials  or equipment or unusual methods are
necessary  for  execution of the Work, the Contractor shall exercise utmost care
and  carry  on  such activities only under the supervision of properly qualified
personnel.

a)                         Injury  and  Damage.  Contractor  shall  protect  the
                           -------------------
Work,  employees  of  Owner,  all  hotel guests and casino patrons and all other
persons  from risk of death, injury or bodily harm arising out of, or in any way
connected with, the Work and shall remedy all damage or loss to any property, in
whole  or  in  part,  caused  by  or  attributable  to  Contractor, Contractor's
Architect,  or  any  purchasing  agent,  subcontractor, supplier, materialman or
manufacturer  employed or retained by Contractor, or any other person or persons
employed  by them, or any of them, or anyone else for whose acts any of them may
be  liable.

a)                         Safety  Personnel.  The  Contractor shall designate a
                           -----------------
responsible member of the Contractor's organization at the Site whose duty shall
be  the  prevention  of  accidents.

a)                         Loading.  The Contractor shall not load or permit any
                           -------
part  of  the  construction or Site to be loaded so as to endanger the safety of
persons  or  property.

a)                         Emergencies.  In  an  emergency  affecting  safety of
                           -----------
persons  or  property, the Contractor shall act, at the Contractor's discretion,
to  prevent  threatened  damages,  injury  or  loss.

a)                         Security.  The  Contractor shall take all precautions
                           --------
and  measures  as  may  be reasonably necessary to secure the Site at all hours,
including  evenings,  holidays and non-work hours.  Such precautions may include
the  provision  of  security  guards.

1.                    Placement of  Signs.  Contractor shall not place or permit
                      -------------------
its  subcontractors  to place any temporary or permanent signs on any portion of
the  Site  or  the  Work  except  upon  prior  written  authorization  of Owner.

1.                    Orderly  Maintenance  of  Site.  At  all  times during the
                      ------------------------------
course  of construction, Contractor shall maintain the Site in a clean, safe and
orderly  condition.  Rubbish,  waste  material  and  surplus  material  shall be
collected  or  removed  by  Contractor daily or more often as Owner may require.
Upon  completion of the Project, the Contractor shall remove from the applicable
area  all temporary structures, debris and waste placed or created by Contractor
or resulting from the Work and shall clean all surfaces, fixtures, equipment and
parts  of  the  Work.  If  Contractor fails to perform a cleanup function within
seven  (7)  days after written notification by Owner to do so, Owner may proceed
with such functions as Owner adjudges necessary and in the manner Owner may deem
expedient,  and  the  Owner  shall  have  the  absolute right to deduct the cost
thereof  from  payments due to the Contractor.  Written notification by Owner to
Contractor's project manager or superintendent of the required cleanup functions
provided in this Section 2.10.4 shall be considered proper notice to Contractor.

1.                    Liability  for  Work in Place and on the Site.  Contractor
                      ---------------------------------------------
shall be liable for any loss or damage to any portion of the Work in place or to
any  equipment,  machinery,  apparatus, tools and materials on the Site prior to
their  installation.  Owner  shall  not be obligated to protect any of the Work,
said  obligation  being  that  of  the  Contractor.

1.                    No Unreasonable Interference with Owner's Operations.  The
                      ----------------------------------------------------
Contractor  shall  fully cooperate with Owner with respect to Owner's gaming and
related  operations  in  the Owner's casino, and shall perform the Work so as to
minimize  any  unreasonable  interference  or  conflicts  with  Owner  and  its
employees,  guests  and  casino  patrons  and  its  casino  business  (including
utilization  of  parking lots and adjoining streets) and in a manner designed to
accomplish  and  complete  all  Work  within the Schedule.  Contractor shall not
commit  or  permit  any  act  which will unreasonably interfere with the Owner's
gaming  and  related  operations.

1.                    Protection  of  and  No  Interference  with  Adjoining
                      ------------------------------------------------------
Properties.  Contractor  shall  not  obstruct,  or  permit  any  subcontractor,
         -
purchasing  agent,  employee  or  representative  of Contractor to obstruct, any
adjoining  streets,  and  shall  not  allow  any  automobiles, trucks, trailers,
construction  equipment,  materials  or  supplies belonging to Contractor or any
subcontractor, purchasing agent, employee or representative of Contractor, or be
parked  or  stored on adjoining streets in locations where parking is prohibited
by  any  governmental  entity  having  jurisdiction  over  the  Work,  nor shall
Contractor's  Work,  construction  equipment, or use of the adjoining streets or
the Site disrupt the orderly flow of vehicles or traffic on adjoining streets or
pedestrian traffic.  Contractor shall not, during the course of its construction
activities,  interfere  with, or permit any architect, subcontractor, purchasing
agent, employee or representative of Contractor to interfere with, the provision
of  water,  sewer, electricity, gas, telephone and other utility services to the
Owner's  casino or to adjoining or neighboring properties (except as such may be
necessary  in  order  to  cause  such  services  to  be  connected).

A.               USE  OF  OWNER'S  FACILITIES
--

1.                    Prohibition  of Use Without Consent.  Contractor shall not
                      -----------------------------------
use  Owner's tools, materials, vehicles, equipment, labor, facilities (including
sanitary  facilities),  hoists,  elevators, scaffolding or any other property of
Owner  without  the  prior written consent of Owner.  Contractor may use Owner's
service  elevator  for  stocking  of  floors with hotel materials and removal of
trash  on  a  scheduled  basis.

1.                    Indemnification  Against  Loss.   In  the event, following
                      ------------------------------
obtaining  Owner's  prior  written  consent, Contractor shall use Owner's tools,
materials,  vehicles,  equipment,  labor,  facilities  (including  sanitary
facilities),  hoists,  elevators, ladders, scaffolding, or any other property of
Owner,  Contractor  shall  accept  full responsibility therefor, shall reimburse
Owner  at  a  predetermined rate (said reimbursement to constitute a Cost of the
Work)  and shall indemnify and hold Owner harmless from any and all liability to
persons  or  property  arising  out  of  or  in  connection  with  such  use.

            I.     ARTICLE :  REPRESENTATIVES OF OWNER AND CONTRACTOR

A.               DESIGNATION  OF  OWNER'S  AGENT  AND  CONTRACTOR'S  AGENT

          Each  party hereby agrees to designate, in writing, to the other party
one  individual  (the  "Agent")  who  shall be authorized to act on such party's
behalf  with  respect to  this Agreement and to make decisions during the course
of  the  Work.  Further,  each party acknowledges its understanding that, except
for  Change  Orders  which  shall  be  required  to  be  executed  in the manner
previously  provided in this Agreement, the decisions made by its Agent shall be
binding  on  such  party  provided  such  decisions are expressed in writing and
signed  by  such  Agent.  In  the event Contractor receives written notification
(other  than  a  Change Order request) from any person other than the designated
Owner's  Agent,  Contractor,  prior  to  complying  therewith,  shall  have  the
obligation  to  request  Owner's  Agent  to  verify in writing that such written
direction  binds  Owner pursuant to this Agreement.  The Agent of each party may
be  changed  at any time, and from time to time, by giving written notice signed
by  such  representative  of  such  change  to  the other party.  Initially, the
Owner's  Agent  shall  be:

     Edward  F.  Reese
     Isle  of  Capri  Casinos,  Inc.
     711  Dr.  Martin  Luther  King  Jr.  Boulevard
     Biloxi,  MS  39530-3848

and  the  Contractor's  Agent  shall  be:

Ed  J.  Haselden,  Pres.
Haselden  Construction  Inc.
     6950  South  Potomac  Street
     Englewood,  Colorado  80112

A.               RIGHTS  OF  OWNER'S  AGENT

          Owner's  Agent  shall  have  all  the  rights  of  access, inspection,
investigation,  observation  and similar rights provided in this Agreement to be
exercised  by Owner, but Owner's Agent shall be under no obligation to visit the
Site  or to take any such action with respect to the Work.  Further, such visits
and  actions, if made, shall not impose any obligations upon Owner and shall not
in  any  way  limit,  reduce,  diminish  or otherwise qualify the obligations of
Contractor  hereunder  or  be  deemed a waiver of any rights of Owner under this
Agreement  to  object  to  or otherwise seek corrections in the Work not done in
accordance  with  the  Construction  Documents, nor shall the making of any such
action  by Owner's Agent without any objection be construed as approval by Owner
of  any  work  in  progress.

              I.     ARTICLE : OWNER'S RIGHT TO OUTSIDE INSPECTION

A.               RIGHT  TO  DESIGNATE

          In  addition  to  Owner's right to designate the Owner's Agent and the
rights of such Owner's Agent to have access to and inspect the Project from time
to  time  as provided in Article 3 above, Owner shall have the additional right,
but  not the obligation, during the design and construction of the Work, to hire
outside architects, engineers, testing agencies and laboratories, and other like
parties  to  inspect  the  Work  to  determine whether it is being  performed in
accordance  with  the  Construction  Documents,  and to inspect all material and
equipment  stored  or  warehoused  off  the  Site.

A.               LIMITATION  OF  OWNER'S  LIABILITY

          Contractor's  duties,  liabilities  or  obligations  pursuant  to this
Agreement  shall  not  be  relieved, diminished, reduced or otherwise limited by
virtue  of the appointment by Owner of any such outside party or the performance
by  such  outside  party  of any of its duties or inspections, it also being the
agreement  and  understanding  of  the  parties hereto that such outside parties
shall  have  no  duty  or  obligation  whatsoever  toward  Contractor.

        I.     ARTICLE :  OWNER'S RIGHT OF ENTRY AND OCCUPANCY FOLLOWING
                              SUBSTANTIAL COMPLETION

A.               RIGHT  TO  ENTER

          In  addition  to  Owner's right of inspection throughout the period of
design  and  construction  of the Work, Owner shall have the right to enter upon
and  occupy  the  Project  after  the date of Substantial Completion.  Following
Owner's  entry,  and  in exercising its right of occupancy, Owner shall have the
right  to  take  or cause to be taken any actions within the occupied portion of
the  Project  deemed  necessary  or  desirable  by  Owner,  in Owner's total and
absolute discretion, in carrying on, operating, using and occupying such portion
of  the  Project.

A.               NO  INTERFERENCE  WITH  CONTRACTOR'S  REMAINING  WORK

          The entry and occupancy by Owner of the Project shall not be deemed an
acceptance  of  the  Work.  Owner, in entering upon and occupying any portion of
the  Project  prior  to  Contractor's  total  and final completion of all of its
construction  obligations  with  respect  to the Work, shall not unreasonably or
materially  interfere  with the remaining construction Work (it being recognized
by  Contractor  that  any  entry  or occupancy by Owner prior to total and final
completion  of  the Work will have some affect on Contractor's operations on the
Site).

A.               CONSTRUCTION  MEANS  &  METHODS

          The  Owner  shall  have no control over or charge of, and shall not be
responsible  for,  construction  means,  methods,  techniques,  sequences  or
procedures,  or for safety precautions or programs, in connection with the Work,
all  of  which  are  the  sole  responsibility  of  the  Contractor.

A.               REJECTION  OF  WORK

          The  Owner shall have the right and the authority to reject Work which
is  defective  or  deficient,  or  which  otherwise  does  not  conform  to this
Agreement.

A.               OWNER'S  RIGHT  TO  STOP  THE  WORK

          If  the Contractor fails to correct defective or nonconforming Work as
and  when required under this Agreement (including, without limitation, pursuant
to  Section  2.6.9),  or  fails  to  carry  out the Work in accordance with this
Agreement,  or  fails  or  refuses  to  provide  a sufficient amount of properly
supervised  and  coordinated  labor,  materials or equipment so as to be able to
complete  the  Work within the Schedule, and (except in cases of emergency) such
failure  or refusal continues for seven (7) days after receipt of written notice
from  the  Owner, the Owner may, by a written directive, order the Contractor to
stop  the  Work, or any portion thereof, until the cause for such order has been
eliminated;  provided,  however,  that  the  Owner will permit the cause of such
stop-work  order  to  be corrected by the Contractor.  However, the right of the
Owner  to  stop  the  Work  shall neither give rise to a duty on the part of the
Owner  to  exercise  this  right  for the benefit of the Contractor or any other
person  or entity, nor relieve the Contractor of any of its responsibilities and
obligations  under  or  pursuant  to  this  Agreement.  In  confirmation  and
furtherance  of  the  foregoing,  the Contractor shall not have any claim for an
increase  in  the  Guaranteed  Maximum  Price or a change in the Schedule due to
stoppage in the Work as provided in this Section.  Nothing in this Section shall
limit  or  diminish  the  Owner's  rights  under  Section  2.6.9.

A.               OWNER'S  RIGHT  TO  CARRY  OUT  THE  WORK

          If  the  Contractor defaults under this Agreement or neglects to carry
out  the Work in accordance with this Agreement and fails within a seven (7) day
period  after  receipt of written notice from the Owner to commence and continue
correction  of  such  default or neglect with diligence and promptness, or fails
within  a seven (7) day period after receipt of written notice from the Owner to
eliminate (or diligently commence to eliminate) the cause of any stop work order
issued  under  Section 5.5 hereof, the Owner may, without prejudice to any other
rights  or  remedies  the  Owner may have, including declaring the Contractor in
default,  and  with  or  without  terminating  this  Agreement,  correct  such
deficiencies,  and  deduct  an  amount equal to the expenditures incurred by the
Owner  in  so doing from amounts due or to become due to the Contractor.  If the
payments  then  or  thereafter due to the Contractor are not sufficient to cover
the  amount  of  the  deduction,  the Contractor shall pay the difference to the
Owner  on  demand.  Nothing  in this Section shall limit or diminish the Owner's
rights  under  Section  2.6.9.
A.               OWNER'S  RIGHTS  NOT  LIMITED

          The  rights  and  remedies  provided  in  this  Article  5 shall be in
addition  to,  and  not in limitation of, any other rights or remedies otherwise
available  to  the  Owner  under  this  Agreement  or  at  law and/or in equity.

A.               OWNER  APPROVALS

          The  Contractor  acknowledges  and  agrees  that any review, approval,
comment  or  evaluation  by  the Owner of any plans, drawings, specifications or
other  documents  prepared by or on behalf of the Contractor shall be solely for
the  Owner's determining for the Owner's own satisfaction the suitability of the
Project  for  the purposes intended therefor by the Owner, and may not be relied
upon  by  the  Contractor,  its  subcontractors  or  any  other third party as a
substantive  review  thereof.  The Owner, in reviewing, approving, commenting on
or evaluating any plans, drawings, specifications or other documents, shall have
no  responsibility  or  liability  for  the  accuracy  or  completeness  of such
documents,  for  any  defects,  deficiencies  or inadequacies therein or for any
failure  of  such  documents  to  comply with the requirements set forth in this
Agreement;  the  responsibility  for all of the foregoing matters being the sole
obligation  of  the Contractor.  In no event shall any review, approval, comment
or  evaluation  by  the  Owner  relieve  the  Contractor  of  any  liability  or
responsibility  under  this  Agreement, it being understood that the Owner is at
all  times  ultimately  relying  upon  the  Contractor's  skill,  knowledge  and
professional  training  and  experience  in  preparing  any  plans,  drawings,
specifications  or  other  documents.

A.               OWNER  INFORMATION

          Any  information  or  documentation  provided  by  the  Owner  to  the
Contractor  relating  to  the  Project  and/or  existing conditions upon, about,
beneath  or adjacent to the Site, including, without limitation, any information
pertaining  to  subsurface  conditions,  borings,  test  pits, tunnels and other
conditions  affecting  the  Site,  is  provided  only for the convenience of the
Contractor.  The Owner makes no representation or warranty as to, and assumes no
responsibility  whatsoever  with  respect  to,  the sufficiency, completeness or
accuracy  of such information and makes no guarantee, either express or implied,
that  the  conditions  indicated  in  such  information  or  documentation  are
represen-tative  of  those  existing  at  the  Site  or  existing throughout the
performance  of  the  Work,  and there is no guarantee against unantici-pated or
undisclosed  conditions.

               I.     ARTICLE :  PUNCH LISTS AND FINAL COMPLETION

A.               PREPARATION  OF  PUNCH  LIST

          Contractor shall submit a list (a "Punch List") at the time it submits
application  for  certificate  of Substantial Completion for the Project.  Owner
shall  have  the  obligation  to supplement and amend such Punch List and attach
such  amended  and  supplemental  Punch  Lists to the certificate of Substantial
Completion.  Following  the  date  the Project is Substantially Completed, Owner
shall have the right to amend and supplement the Punch List, setting forth items
which  need  completion  in  accordance with the Construction Documents and good
workmanship.  All  such  Punch Lists shall be submitted to Contractor as soon as
practicable  but  in  no  event  later  than  twenty  (20)  days  following  the
Substantial  Completion  Date.  Contractor  agrees  that  as  soon as reasonably
possible,  but  in  any  event within thirty (30) days after receipt of any such
Punch  List,  Contractor  shall  complete, or commence and diligently pursue the
completion  of, all of the items set forth therein.  If Contractor shall fail to
complete,  or  fail  to  commence  and  thereafter fail to diligently pursue the
completion of, as the case may be, such items within the prescribed time period,
Owner,  after  giving  written  notice  and two (2) days to cure, shall have the
right, but not the obligation, to cause such items to be completed and to deduct
from  any  amount  due  Contractor  the  cost  of  completing  such  items.

A.               FINAL  COMPLETION

          For  purposes  of  this  Agreement,  the  terms  "Finally  Completed",
"Finally Complete", and "Final Completion" shall be deemed to have occurred when
(i)  all items identified on the Punch Lists have been completed, (ii) all other
duties  and  obligations  of the Contractor under this Agreement have been fully
performed, and (iii) final written acceptance of the Work by Owner has occurred.

             I.     ARTICLE :  CONTRACTOR'S WARRANTY OF CONSTRUCTION

A.               WARRANTY

          Contractor  hereby  makes the following warranties and guarantees with
respect  to  the  Work  undertaken  by  Contractor  pursuant  to this Agreement:

1.                    Warranty  with  Respect  to  Professional  Services.   All
                      ---------------------------------------------------
design,  architectural,  engineering  and  other  professional  services  to  be
provided  by  Contractor  as  part  of  the  Work shall be performed (i) by duly
licensed  and  certified  Colorado  architects  and  engineers,  (ii)  with  due
diligence  and  to  a  generally recognized professional standard of competence,
quality  and  technical  accuracy,  and  (iii) in strict conformity with all the
requirements  of  this  Agreement.

1.                    Warranty  with  Respect  to  Construction  Work.  All
                      -----------------------------------------------
construction  work  to  be  provided  by Contractor as part of the Work shall be
constructed, supplied and installed by qualified, careful and efficient workers,
performed  in  a  good  and  workmanlike  manner,  free  from defects in design,
workmanship  and  material,  and  in  strict  conformity  with  the Construction
Documents  and  with  all  the  requirements  of  this  Agreement.

1.                    Warranty  With  Respect  to  Materials and Equipment.  All
                      ----------------------------------------------------
materials,  supplies  and  equipment to be furnished by Contractor in connection
with  the  Work  will  be  of  good quality and new, free of faults, defects and
deficiencies,  and  will  be  safe  for  its  intended  purpose.

1.                    Period  of  Warranty.  The  warranties  and guarantees set
                      --------------------
forth  in  this  Section  7.1  shall  survive  termination or expiration of this
Agreement,  and  shall  remain  in full force and effect for a period of one (1)
year  after  the  date  of  Substantial  Completion.

A.               EXTENT  OF  WARRANTY

          If,  at  any  time  prior to the expiration of the warranty period set
forth  in  Section  7.1.4,  Owner  shall discover any breach of the Contractor's
warranties,  the  Contractor  shall,  upon  written notice from the Owner and at
Contractor's  sole  expense,  immediately  correct such failure or breach (which
corrective  action  shall  include,  without  limitation,  the correction of the
defective  or  nonconforming work, the removal and replacement of other portions
of  the  Work  that are necessary to be removed to gain access to the portion of
the Work to be corrected, the repair or replacement of any damage caused by said
defective  or  nonconforming  work,  and  any  necessary  removal,  disassembly,
reinstallation,  reconstruction,  retesting  and reinspection of any part of the
Work).  Contractor  shall  indemnify,  hold  harmless,  reimburse and make whole
Owner  for  any and all other damages, costs or liabilities suffered by Owner or
others  to  whom  Owner  is  liable by reason of or as a result of any breach of
Contractor's  warranties  or  the failure of Contractor to promptly and properly
correct  same  (including  without limitation bodily injury, death, and property
damage).  All  defective  or  nonconforming materials which Owner requires to be
replaced  shall  be removed promptly from the Site by Contractor.  All costs and
expenses  incurred  by  Contractor  in  correcting or replacing any defective or
nonconforming  work  or in undertaking any of its various obligations delineated
in  this  Section  shall  not  constitute  Cost  of the Work but rather shall be
undertaken  by  Contractor  from its own funds.  If Contractor fails promptly to
commence  correcting any nonconformity or defect as directed by Owner, Owner may
correct  such  defect  or  nonconformity  and charge the cost to the Contractor.


A.               NON-APPLICABILITY  OF  WARRANTY

          The obligations of Contractor's warranty shall not extend to any Owner
Furnished  FF&E.

A.               SURVIVAL  OF  WARRANTY

          The  provisions of the warranties provided in this Article 7, together
with any applicable warranties and guarantees of Contractor's subcontractors and
suppliers  which  Contractor  has  agreed  to  assign or otherwise give to Owner
pursuant to Section 7.5, shall survive inspection, approval, test and acceptance
of  and payment for the Work and shall run to and inure to the benefit of Owner,
its  successors  and  assigns.

A.               ASSIGNMENT  OF  WARRANTIES

          Contractor  agrees  to  assign  to  Owner, or otherwise give Owner the
benefit  of,  all  warranties  and  guarantees which Contractor has, or to which
Contractor is entitled, from Contractor's subcontractors, suppliers, materialmen
and  manufacturers.  Owner shall have the absolute right to assign to any party,
in  whole  or  in  part,  or  to  otherwise  give  any  party the benefit of all
warranties  or  guarantees  which  Owner has or to which Owner is entitled under
this  Agreement without the necessity of obtaining the consent of the warranting
party,  and  such  assignment  shall  not  in  any way diminish or abrogate such
warranties.

A.               MANUALS  AND  TRAINING

          Contractor  shall  deliver  to  Owner,  upon  the  date of Substantial
Completion,  all operating and training manuals applicable to systems, equipment
and  material located in the Project and copies of the results of all tests done
by  Contractor  or  on  Contractor's  behalf  in  conjunction  with  the  Work.
Contractor  also  agrees  to  conduct  two  training  sessions  of  a  duration
satisfactory  to  Owner  for  the Project designed to train Owner's staff in the
operation  and  maintenance of the Project's systems following the date on which
Owner  enters  and  takes  possession  of  the  Project.

                         I.     ARTICLE :  CONTRACT SUM

A.               TOTAL  COMPENSATION

          As  full and total compensation for all Work required pursuant to this
Agreement,  Owner  will  pay  to  Contractor the following amount (the "Contract
Sum"):

1.                    Cost of the Work.  All the Cost of the Work, as such costs
                      ----------------
are  enumerated  in  this  Agreement;  and

1.                    Contractor's  Fee.  A  fixed,  lump  sum  fee  (except  as
                      -----------------
limited  by  the  Guaranteed  Maximum  Price)  in  the amount of One Million Two
Hundred  Twenty-Two  Thousand and No/100 Dollars ($1,222,000) (the "Contractor's
Fee")  for  Contractor's  administration  of  this  Agreement  and  as  total
compensation  for  all  of Contractor's home office overhead, indirect costs and
profit.

A.               CONTRACTOR'S  GUARANTEED  MAXIMUM  PRICE
--

1.                    Guaranteed  Maximum  Price.  Contractor  hereby guarantees
                      --------------------------
that the sum of (i) the Cost of the Work and (ii) the Contractor's Fee shall not
exceed  the  total  dollar  amount  of Nineteen Million Nine Hundred Ninety Five
Thousand  and  No/100  Dollars  ($19,995,000)  (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.  The Contractor
represents  there  are  no  allowances  or similar arrangements applicable to or
provided  under  this  Agreement  for  any  portion  or  phase  of  the Work and
Contractor  agrees not to claim that any portion or phase of the Work is covered
by any allowances or similar arrangements which would permit Contractor to avoid
its  obligations  to  fully  and totally complete all of the Work required to be
completed  by  Contractor pursuant to this Agreement for an amount not in excess
of  the  Guaranteed  Maximum  Price.
2.                    Owner  Furnished  FF&E  Excluded.  Contractor  and  Owner
                      --------------------------------
acknowledge  and  agree  that Owner will provide certain furniture, fixtures and
equipment  (hereafter  referred to as "Owner Furnished FF&E") to be incorporated
into  the  Site  which  do  not  constitute  a part of the Work, which shall not
constitute  Cost  of  Work,  and  which  shall  not  be  chargeable  against the
Guaranteed  Maximum Price.  Owner shall be solely responsible for furnishing and
installing  the  Owner  Furnished  FF&E  and shall pay all costs and expenses in
connection  therewith.  A  detailed  enumeration  of the Contractor supplied and
installed  FF&E  (which is part of the Work) and the Owner Furnished FF&E is set
forth in the Equipment/Material Responsibility Matrix attached hereto as Exhibit
G.

A.               EXCESS  AND  SAVINGS
--

1.                    Excess  Cost Above Guaranteed Maximum Price.  In the event
                      -------------------------------------------
that  the  sum  of  the  Cost  of  the Work and the Contractor's Fee exceeds the
Guaranteed  Maximum  Price,  such excess shall be the sole responsibility of the
Contractor  and  the  Contractor  shall  be obligated to fully complete the Work
required to be performed by Contractor pursuant to this Agreement, regardless of
cost,  and  to  bear  the full and entire burden of any costs and expenses which
exceed the Guaranteed Maximum Price from its own funds and not from the funds of
Owner,  and Owner shall not be obligated to pay any portion of said excess above
the  Guaranteed  Maximum  Price.

1.                    Savings  Below  Guaranteed  Maximum  Price.  If, as of the
                      ------------------------------------------
date  of  Final Completion, the sum of the Cost of the Work and the Contractor's
Fee  is  less than the Guaranteed Maximum Price, the amount of the savings shall
accrue  and  inure  to  the  benefit  of  the  Owner  and Contractor as follows:

               With  respect  to  costs  relating  to  furniture,  fixtures  and
equipment  ("FF&E"),  the first $250,000 of savings shall accrue entirely to the
Owner,  with  any additional savings being split 75% to the Owner and 25% to the
Contractor;  and

     With respect to costs other than those relating to FF&E, the first $500,000
of savings shall accrue entirely to the Owner, with any additional savings being
split  50%  to  the  Owner  and  50%  to  the  Contractor.

A.               COST  OF  THE  WORK

          The  term  "Cost  of  the  Work" shall mean the costs enumerated below
which  were  necessarily  incurred  in  the  proper  performance of the Work and
actually  paid  by  the Contractor at rates not higher than the standard paid in
the  locality  of the Work except with prior consent of the Owner, excluding (i)
the  items  specifically denoted as not being Cost of the Work elsewhere in this
Agreement,  (ii)  the  credits  enumerated  in  Section  8.5,  (iii)  the  costs
enumerated  in  Section 8.6, and (iv) any other costs which are not specifically
provided  in  this  Section  8.4.

1.                    Salaries  or  Wages.  Salaries or wages paid for all labor
                      -------------------
(including  part-time  senior  project  manager,  full-time  project  manager,
part-time  accountant,  project  engineers,  assistant  superintendent,
superintendent,  field  engineer,  foremen,  timekeeper  and  clerk,  expediter,
teamsters,  truck  drivers,  mechanics,  craft persons, laborers, and all others
employed  at  the  Site  as "general conditions" personnel) approved by Owner as
being  necessary  for  the  proper  conduct  of  the  Work and only for the time
employed  on the Work (excluding safety personnel); but only those in the direct
employ  of  the  Contractor  and  only those wages or salaries provided under an
applicable  collective  bargaining agreement, or under a salary or wage schedule
agreed upon in advance by the Owner and Contractor.  All such salaries and wages
shall  be  reasonable  in  light  of  the  type  and  the location of work to be
performed;  provided,  however,  the parties recognize that the part-time senior
project  manger, the part-time MEP coordinator and the part-time accountant will
work  from  the  Contractor's  home  office.

1.                    Overtime  Payments.  Overtime  premium  payments  to
                      ------------------
Contractor  employees where straight time salaries and wages are reimbursable as
Cost  of  the  Work.

1.                    Contractor  Self-Perform  Trade  Work.  Payments  toward
                      -------------------------------------
Contractor's  lump sum bid(s) for trade work which Contractor is self-performing
pursuant  to  the  terms  of  this  Agreement; it being understood that all such
self-performed  work  shall  be  compensated  through  the Contractor's lump sum
bid(s)  and  no  such  work  shall  be  charged  as  any other Cost of the Work.

1.                    Cost  of Employee Benefits.  Cost of all employee benefits
                      --------------------------
and  actual  taxes incurred during the performance of the Work for such items as
unemployment  compensation,  payroll  taxes,  workmen's  compensation,  general
liability  insurance,  social  security, safety expense, 401(k)/pension, medical
insurance,  training  fund,  vacation  fund,  employee  bonus fund, and employee
recruitment  fund,  insofar  as  such cost is based on wages, salaries, or other
remuneration paid to employees of the Contractor and included in the Cost of the
Work  under  Sections  8.4.1  through  8.4.2.

1.                    Travel  and  Subsistence  Expenses.  The  proportion  of
                      ----------------------------------
reasonable  local  transportation,  travel  and  subsistence  expenses  of  the
Contractor's  full  time on site employees incurred while traveling in discharge
of  duties  connected with the Work, said travel, transportation and subsistence
activities  to  be  made  in  accordance  with  Haselden  Construction,  Inc.'s
policies.

1.                    Cost  of  Material  and  Supplies.  Cost of all structural
                      ---------------------------------
accessories,  materials,  supplies  and  equipment  incorporated  into the Work,
including  costs  of  transportation, storage and installation thereof, less any
countercharges  collected from the suppliers thereof.  Storage costs may include
those  expenses  for  storing  pre-cast  concrete  or other materials fabricated
specifically  for  this  Project.

1.                    Contractor's  Architect's  Fees.  All  architectural,
                      -------------------------------
engineering  and  consulting  fees  and  expenses  incurred  in  designing  and
constructing  the Project and administering the Agreement and paid by Contractor
to  the  Contractor's  Architect.

1.                    Subcontractor's  Payments. Payments made by the Contractor
                      -------------------------
to  subcontractors  for  Work  performed  pursuant  to subcontractors under this
Agreement,  less  any  countercharges  collected  from  such  subcontractors.

1.                    Cost  of Tools, Equipment and Facilities.  Cost, including
                      ----------------------------------------
transportation,  loading and unloading, demurrage, express, freight, cartage and
maintenance,  of  all  materials,  supplies,  equipment, temporary facilities or
other  structures  utilized  on  the Site by Contractor, temporary fences, guard
rails,  scaffolds,  barricades,  safety  railings,  field  and office equipment.

1.                    Cost  of Major Construction Equipment.  Purchase or rental
                      -------------------------------------
charges  of  all  necessary major construction tools and equipment, exclusive of
hand  tools,  used at the Site of the Work, whether purchased or rented from the
Contractor  or others; expenditures for transportation and delivery costs to and
from  the Site of the Work of said tools and construction equipment, loading and
unloading,  assembling,  erecting, installing, moving and dismantling, and minor
repairs  and  replacements during use on the Work.  Rental charges for machinery
and  equipment  rented  from  the  Contractor  or  a subsidiary shall not exceed
eighty-five  percent (85%) of the Association of Equipment Dealers rate.  Rental
charges  for  machinery  and  equipment  rented  from a third party unrelated to
Contractor  shall  be  reimbursed at the full rate charged by the third party to
Contractor.

1.                    Insurance  Premiums.  Cost  of  premiums for all insurance
                      -------------------
which  the  Contractor  may be required to purchase and maintain pursuant to the
provisions of this Agreement and any additional professional liability insurance
required  by  Owner  pursuant  to  this  Agreement;  provided  that  all general
liability  insurance  shall  be  billed at a lump sum amount of $186,970 and all
professional  liability  (E&O) insurance shall be billed at a lump sum amount of
$42,387.

1.                    Taxes.  Sales,  use  or  similar taxes related to the Work
                      -----
and  for  which  the  Contractor  is  liable.

1.                    Fees,  Royalties  and  Deposits.  Permit  fees,  licenses,
                      -------------------------------
tests,  royalties, and deposits lost for causes other than  (i) the Contractor's
negligence,  (ii)  Contractor's  failure  to  timely  make any payments or (iii)
Contractor's  noncompliance  with  its  obligations  pursuant to this Agreement.

1.                    Uninsurable  Losses.  Losses and expenses, not compensated
                      -------------------
by  insurance, sustained by the Contractor in connection with the Work, provided
they have resulted from causes other than the fault or neglect of the Contractor
and  so  long  as Contractor has totally complied with the insurance obligations
imposed  upon  Contractor  in  this  Agreement.  Such  losses  shall  include
settlements  made  with  the  written  consent  and  approval  of  the  Owner.

1.                    Communication  Expenses.  Minor  expenses  such  as  long
                      -----------------------
distance  telephone  calls and telephone service at the Site; expressage; custom
duties  on  materials,  drawings,  or  Contractor's equipment; cost of telegraph
charges  incurred  at  the Site of the Work by Contractor in connection with the
Work;  cost  of progress photographs and negatives; and similar petty cash items
in  connection  with  the  Work.
2.                    General Conditions.  Cost of fuel, power, light, temporary
                      ------------------
heat,  winter  protection,  temporary  covers for openings, scheduling costs and
water  used  during  construction.

1.                    Clean-up.  Cost  of  removal  of  all  debris.
                      --------

1.                    Emergency.  Cost  incurred  due  to an emergency affecting
                      ---------
the  safety  of  persons  and  property  on  the  Site.

1.                    Other  Agreement  Cost.  Any and all other items elsewhere
                      ----------------------
in  this  Agreement  specifically  and expressly provided to be included in this
Cost  of  Work.

1.                    Pre-Approved  Cost.  Other  costs  incurred  in  the
                      ------------------
performance of the Work if and only to the extent approved in advance in writing
by  the  Owner.

A.               CREDITS  TO  COST  OF  THE  WORK

          Cost  of  the  Work  shall be credited with (reduced by) the following
amounts:

1.                    Proceeds  of Sale. Proceeds of sales of all tools, surplus
                      -----------------
materials,  construction  equipment,  and  temporary  structures which have been
purchased  for  and  charged  to  the Work and remaining after Final Completion,
whether  such  sales  are  made  to  Owner,  Contractor  or  some  other  party.

1.                    Discounts  and Refunds.  Trade and time discounts, rebates
                      ----------------------
and  refunds or commissions allowed to or collected by Contractor from suppliers
of  materials  or from subcontractors, together with all other refunds, returns,
or credits received for return of materials or on bond or insurance premiums, or
otherwise.  Contractor  shall  notify  Owner  in  writing  of any cash discounts
applicable  to  the  Work  if the amount of the discount exceeds $1,000.  To the
extent  Owner  makes  timely  payments  to  Contractor with respect to the items
subject  to discounts, rebates and refunds so that the funds are on deposit with
and  available  for  use  by  Contractor,  all  such savings shall accrue to the
benefit  of  the Owner as a reduction in the Cost of the Work; provided however,
that  any  cash discounts of $1,000 or less or which are received as a result of
payment  by  Contractor  out  its  own  funds,  shall  inure  to  the benefit of
Contractor.

1.                    Material Retained by Contractor.  Fair market value at the
                      -------------------------------
time  of removal of all material, tools and equipment actually used on the Work,
the purchase price for which was included in the Cost of the Work and which upon
completion  of  the  Work  were  retained  by  Contractor.

1.                    Deposits.  The  full  return  amount  of deposits made and
                      --------
charged  against  the  Work  for  which  Contractor  obtains  credit  or refund.

1.                    Proceeds of Sale of Excess Equipment.  Proceeds of sale of
                      ------------------------------------
any  of  Owner's  excess  equipment  which  are  salvageable.

A.                    COST  NOT  TO  BE  REIMBURSED

          Cost  of  the  Work  shall  not  include  any  of the following items:

1.                    Office  Personnel  Expenses.  Salaries,  expenses or other
                      ---------------------------
compensation  of the Contractor's personnel at the Contractor's principal office
and  branch  offices, except as otherwise specifically permitted in Section 8.4.

1.                    Office  Expenses.  Expenses  of the Contractor's principal
                      ----------------
and  branch  offices,  other  than  the  field  office.

1.                    Capital  Expenses.  Any  part  of the Contractor's capital
                      -----------------
expenses,  including interest on the Contractor's capital employed for the Work.

1.                    Unpermitted  Rental  Cost. Except as specifically provided
                      -------------------------
for  in  Section  8.4.10,  rental  costs  of  machinery  and  equipment.

1.                    Overhead  and  General  Expenses.  Overhead  or  general
                      --------------------------------
expenses  of  any  kind,  except  as  may  be expressly included in Section 8.4.

1.                    Warranty  and  Corrective  Work.  All  costs  and expenses
                      -------------------------------
associated  with  warranty  or  corrective  work  by  Contractor.

1.                    Preconstruction.  All  preconstruction costs and expenses.
                      ---------------

1.                    Unincluded  Items.  The  cost of any item not specifically
                      -----------------
and  expressly  included  in  the  items  described  in  Section  8.4.

1.                    Excluded  Items.  The  cost  of  any item specifically and
                      ---------------
expressly  excluded  from  Cost  of  the  Work  in  various  provisions  of this
Agreement.

1.                    Guaranteed  Maximum  Price Excess.  Costs in excess of the
                      ---------------------------------
Guaranteed  Maximum  Price,  if  any,  as  such  Guaranteed Maximum Price may be
adjusted  under  this  Agreement.
B.               AUDIT
--

1.                    Right  to  Conduct  Audit.  Owner  shall have the right to
                      -------------------------
conduct  an  audit  of all payments made and costs incurred by Contractor during
the term of this Agreement and for a period of three (3) years after the date of
Final  Completion.  Contractor agrees to retain all pertinent records applicable
to  the Work for said period of time.  If the audit indicates that any sums have
been  paid  in error or upon erroneous applications, such sums shall be adjusted
by  the  audit and Contractor shall pay Owner all sums shown by said audit to be
due  to  Owner.

1.                    Imposition of Requirement on Subcontractors.  With respect
                      -------------------------------------------
to  any  subcontractors  who  entered into approved subcontracts with Contractor
where  the  basis  of  compensation to the subcontractor was "guaranteed maximum
price,"  "cost  of the work" or "cost plus", the Contractor shall include in all
of its subcontracts appropriate language requiring such subcontractors to comply
with  the  provisions  of  this Section 8.7 requiring them to submit to an audit
within  three  (3)  years  after  the date of Final Completion and to retain all
pertinent  records  as  provided  herein.

                    I.     ARTICLE :  PAYMENT OF COMPENSATION

A.               APPLICATIONS  FOR  PROGRESS  PAYMENTS
--

1.                    Time  of Submission.  Contractor shall prepare and present
                      -------------------
to  Owner,  for  its approval and for payment, a monthly application for payment
(each,  an  "Application  for  Payment")  for  the  Cost of the Work incurred by
Contractor for the previous thirty (30) days, which shall be given under oath of
the person executing the Application of Payment.  Applications for Payment shall
be  submitted  on  the  last  day  of each calendar month and shall apply to the
thirty  (30)  day  period ending on the twenty-fifth (25th) day of such calendar
month.

1.                    Contents of Application for Payment and Attachments.  Each
                      ---------------------------------------------------
Application  for  Payment  shall  contain  or  include  the  following:

a)                         A  statement of the current Guaranteed Maximum Price,
including  Change  Orders  approved  and  Construction Change Directives issued;

a)                         The  dollar  percentage  of  completion  of  the
Contractor's  Work  based  on  a  schedule of values previously submitted to and
approved  by  the  Owner;

a)                         Acknowledgment of the total of all monies received on
account  of  this  Agreement  to  and  including  the payment applied for in the
presented  monthly  Application  for  Payment;

a)                         The  net  amount  of the Cost of the Work due for the
current  period,  after  deducting the retainage provided for under Section 9.5,
except  no  deduction for retainage on the fees of the Contractor's Architect or
its  consultants;

a)                         A  statement of any back charges and credits to which
Owner  is  entitled;

a)                         A statement of any claim for charges or extras due to
Contractor;

a)                         If  required  by  Owner,  the  names  of  all
subcontractors,  suppliers  and  materialmen who have supplied labor, materials,
equipment  and services to the Site during said thirty (30) day period, together
with documentation (which may include properly certified and correct invoices in
duplicate) sufficient to establish the amount that is owed to them by Contractor
as  of  the  end  of  said  period.  Owner  shall  have  the  right to review at
Contractor's  office  the  addresses  and  telephone  numbers  of  all  names so
identified by Contractor and said information, together with a repetition of the
information  contained  in  the  Application  for Payment, upon Owner's request,
shall  be  provided  by  Contractor  in  a  sworn  statement separately from the
Application  for  Payment  within fifteen business days from the date of Owner's
request;

a)                         Releases  and  lien  waivers,  in  form  and  content
satisfactory to Owner, from the Contractor and from all architects, consultants,
laborers, materialmen and subcontractors with respect to all Work covered by the
Application for Payment.  The final Application for Payment shall be accompanied
by final or full waivers of lien from all parties entitled to receive payment in
connection  with  the  performance  of  the Work.  All releases and lien waivers
obtained  by  Contractor from its architects, consultants, laborers, materialmen
and  subcontractors  and  submitted  by  Contractor  to  Owner,  together  with
Contractor's  lien  waiver submitted by Contractor to Owner, with respect to all
Work  covered  by  the  Application  for Payment being processed by Owner may be
contingent upon receipt of payment pursuant to the Application for Payment.  All
releases  and  lien  waivers  which  contain  such payment contingency and which
relate  to  Work  for  which  compensation  has been paid by Owner to Contractor
pursuant  to the Application for Payment with which they were submitted shall be
resubmitted  without  such  contingency  (i)  with  the  immediately  subsequent
Application  for Payment submitted by Contractor or (ii) within thirty (30) days
following  the  date  of  payment of the Application for Payment with which they
were  submitted,  whichever  is  earlier;

a)                         With  respect  to  Changes  in the Work, Contractor's
monthly statement shall include such Work only after the procedures set forth in
Section  1.7  for  incorporating the change into the Work has been complied with
and  shall  set  forth  Owner's  Change  Order  or Construction Change Directive
numbers;

a)                         With  respect  to materials not yet incorporated into
the  Work,  Contractor's  monthly statement shall include such materials only to
the  extent  such  materials  are  (i)  needed within sixty (60) days from their
delivery  for  incorporation into the Work, purchased in order to obtain a price
discount at the direction of the Owner, or if otherwise approved by Owner in its
sole discretion, (ii) delivered and suitably stored at the Site or at some other
bonded  location  agreed  to  in  writing  by  Owner,  and  (iii)  readily  and
specifically  identified as belonging to the Work and not "commodity", "generic"
or  "stock"  items not identified as belonging to the Work.  With respect to all
materials  incorporated  into  the  Work,  Contractor's  monthly statement shall
include  such  materials  only to the extent that the absolute ownership thereof
shall  have  vested  in  Owner, and Contractor shall have furnished to Owner, if
required  by  Owner, the contracts, bills of sale or other Agreement under which
title  thereto  is  claimed;  and

a)                         All  other  information  and  documentation which the
Owner  requires  in  order  to  facilitate  the  Final  Completion  of the Work.

A.               CONTRACTOR'S  ARCHITECT  CERTIFICATE

          Contractor  shall  cause Contractor's Architect to issue a certificate
for  payment  (the "Certificate for Payment") certifying (i) that the portion of
the Work for which the Contractor seeks payment has been properly performed, and
(ii) that the matters set forth in Contractor's Application for Payment, and the
information  and  documentation  submitted  therewith,  are  valid, accurate and
complete;  said  Certificate  for Payment to be forwarded to Owner together with
Contractor's  Application  for Payment.  The Certificate for Payment shall cover
an  inspection  which  was made by Contractor's Architect not more than four (4)
business  days  prior  to  the  date  on  which  such Certificate for Payment is
forwarded  to  Owner.

A.               DEDUCTIONS

          Owner  shall  have the right to deduct from all the amounts payable to
Contractor  hereunder  any  amounts  due  Owner  by  Contractor  pursuant to any
provisions  of  this  Agreement.

A.                WITHHOLDING
--

1.                    Right  to  Withhold.  Owner  may withhold monthly progress
                      -------------------
payments,  in  whole  or in part, in order to protect Owner from loss because of
(but  only  to  the  extent  of  such  actual  or  expected  loss):

a)                         Defective Work not remedied, materials not furnished,
cleanup  not  performed  or  any  other  noncomplying  aspects  of  the  Work;

a)                         Claims,  levies,  attachments, liens, stop notices or
court  orders  filed,  or  which  the Owner reasonably believes are likely to be
filed,  including  claims  covered  by  insurance or bonds until such claims are
accepted by the insurance carrier or bond company (unless the same are caused by
the  Owner's  failure  to  make payments hereunder when properly due); provided,
however,  as  to  mechanics'  lien  claims,  if  the Contractor furnishes a bond
satisfactory  to  the  Owner,  no  funds  shall  be  withheld  as to such claim;

a)                         Failure  of  Contractor to make payments properly and
timely  after  receipt of Owner's payment to Contractor to its subcontractors or
for  labor  (including  customary  fringe  benefits),  materials  or  equipment,
transportation or shipping costs, taxes, fees or any other claims growing out of
the  Work;

a)                         A  determination  by  Owner  that  the Work cannot be
completed for the then remaining unpaid balance of the Guaranteed Maximum Price;

a)                         Damage to any portion of the Work, another contractor
or  to  Owner;

a)                         Reasonable  indication  in  Owner's  opinion that the
Work  will  not  be  completed  in  compliance  with  the  Schedule;

a)                         Unsatisfactory prosecution of the Work by Contractor;

a)                         Failure  to  deliver to Owner insurance certificates,
bonds,  maintain  on  the Site the "as-built" drawings, provide final "as-built"
drawings,  survey  and  manuals,  failure  to  properly train Owner's employees,
failure  to  provide  written  guarantees  or  warranties,  or failure to obtain
approvals  of  the  Work  required by any authority having jurisdiction thereof;

a)                         Filing  by  or  against  Contractor of a petition for
bankruptcy  or  reorganization;  and

a)                         To  the  extent any liability, claims, judgements, or
demands  which  Owner  has  been  indemnified  and  saved  and  held harmless by
Contractor  under  this Agreement,  any money due or to become due to Contractor
sufficient  to  compensate  Owner  with  respect  thereto.

1.                    Conditions  for  Release  of  Withheld Amounts.  The above
                      ----------------------------------------------
right  of Owner to withhold monthly progress payments of Contractor (or portions
thereof)  shall  remain  in  effect  even though the Contractor, if requested by
Owner,  has  posted a full payment and performance bond.  When the above grounds
are  removed  by  Contractor,  to  the  satisfaction  of Owner, payments for the
amounts  so  withheld will be made by Owner pursuant to the procedures set forth
elsewhere in this Article 9.  However, as a condition to resuming such payments,
Owner may require that the Contractor furnish releases in a form satisfactory to
Owner  for  all  claims made under Section 9.4.1.2 and 9.4.1.3 and/or supporting
invoices,  receipts  or  other  records  to  substantiate  the  amounts  paid.

A.               RETAINAGE

          Owner  shall  have the right to retain from the gross amount requested
to be paid in each Application for Payment during the term of this Agreement ten
percent  (10%)  of both the Cost of the Work (excluding fees of the Contractor's
Architect  and its consultants) and the Contractor's Fee, which shall be held by
Owner  until  such  time  as:

1.                    Final  Inspection.  Final  inspection  of  the Project has
                      -----------------
been  made  and  approved  by  Owner;

1.                    Achievement  of  Final  Completion.  The  Work  has  been
                      ----------------------------------
certified  and  accepted  by  Owner  as  being  Finally  Completed;  and

1.                    Remaining  Obligations.  All  other  conditions  to  final
                      ----------------------
payment  set  forth  in  this  Agreement  have  been  satisfied.

Upon  completion  of  the  preceding  items,  the retainage shall be released as
provided  in  Section  9.8.
1.                    No  Further  Retainage Withheld.  Once fifty percent (50%)
                      -------------------------------
of  the  Cost  of  the  Work, as adjusted by Change Order or Construction Change
Directive,  has  been  paid by Owner, and so long as (i) Owner is satisfied that
Contractor  is  performing  the Work in accordance with this Agreement, and (ii)
Contractor  imposes the same retainage requirements on its subcontractors, Owner
shall  stop  withholding  retainage  from  future payments.  Owner will consider
release  or  reduction  of  retainage  to  the  early completion subcontractors.

A.               DETERMINATION  OF  PROGRESS  PAYMENTS
--

1.                    Schedule  of  Values.  Prior  to  commencing the Work, the
                      --------------------
Contractor  shall  submit  to  the  Owner  a "Schedule of Values" allocating the
entire  Guaranteed  Maximum Price among the various portions of the Work, except
that  the Contractor's Fee shall be shown as a separate line item.  The Schedule
of  Values  shall  be  prepared  in  such  form,  and  supported by such data to
substantiate  its  accuracy,  as  the Owner may require.  The Schedule of Values
shall  be  used  as  a  basis  for  reviewing  and  approving  the  Contractor's
Applications  for  Payment.

1.                    Percentage Completion. Applications for Payment shall show
                      ---------------------
the percentage of proper completion of each portion of the Work as of 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 properly 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 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.

1.                    Progress  Payments.  Subject  to  the  other  terms  and
                      ------------------
provisions  of  this  Agreement,  the  amount  of each progress payment shall be
computed  as  follows:

     (i)  Take  that  portion of the Guaranteed Maximum Price properly allocable
to  properly  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, less the
retainage  specified  in  Section  9.5.

     (ii)  Add  that  portion of the Guaranteed Maximum Price properly allocable
to materials and equipment delivered and suitably stored off-site or on-site for
subsequent  incorporation  in  the  Work  to  the  extent  permitted  in Section
9.1.2.10,  less  the  retainage  specified  in  Section  9.5.

     (iii)  Add  the  Contractor's  Fee properly allocable to properly completed
Work,  which  shall  be  an  amount  which  bears  the  same  ratio to the total
Contractor's  Fee  as  the  sum of the Cost of the Work in Sections 9.6.3(i) and
9.6.3(ii)  bears to a reasonable estimate of the probable total Cost of the Work
at  Final  Completion,  less  the  retainage  specified  in  Section  9.5.

     (iv)  Subtract  the  aggregate  of  previous  payments  made  by the Owner.

     (v)  Subtract  amounts,  if  any,  for  which  the  Owner  has  withheld or
nullified  payment  as  provided in Section 9.4 or as otherwise provided in this
Agreement.

A.               PAYMENT  OF  PROGRESS  PAYMENTS

          Upon  Contractor's  compliance  with  the procedures set forth in this
Article 9 with respect to the submission of its Applications for Payment and the
Certificate  for Payment by the Contractor's Architect, Owner will make progress
payments  on  account of the Cost of the Work and Contractor's Fee to Contractor
within  fifteen  (15)  days  after  receipt  by  Owner  of  the foregoing items,
withholding  therefrom  pursuant  to Section 9.5 the applicable retention amount
and  any  other amount Owner is entitled to withhold pursuant to this Agreement.
Contractor agrees to pay to its subcontractors, agents and consultants, within a
timely period following Contractor's receipt of its progress payment from Owner,
all amounts due and payable to said subcontractors, agents and consultants which
were  included in the Application for Payment for which Owner's progress payment
related.

A.               FINAL  PAYMENT

          Final  payment,  constituting  the retention withheld by Owner and any
other  sums  and  amounts owing to Contractor under the terms of this Agreement,
shall  be  made by Owner to Contractor within ten (10) days after the occurrence
of  the  matters  identified  in Subsection 2.3.1.  If a Punch List is submitted
with  respect  to  the  Project,  then Contractor shall deliver, in writing, its
unconditional promise to complete said Punch List items within a reasonable time
thereafter,  and  Owner  shall  retain from said final payment in the event such
Punch  List  had  not  been totally completed as of such time a sum equal to two
hundred percent (200%) of the estimated cost of completing such Punch List items
(the  "Holdback  Amount").  Owner will list each Punch List item separately, and
Owner  and  Contractor shall agree on the estimated cost of completing each such
Punch  List item, which cost shall also be listed separately.  Thereafter, Owner
will  pay  to Contractor monthly, on the twentieth (20th) day of each month, the
amount  retained  for  each  said  Punch List item completed during the previous
month.  Notwithstanding anything to the contrary contained herein, final payment
shall  not  become  due and payable until (i) Owner has received all warranties,
manuals, schematics, "as-built" drawings and such other items as are required by
this  Agreement  or  as  Owner  may reasonably request, (ii) all certificates of
occupancy, or other approvals required of any governmental authorities have been
submitted  to  Owner  and  (iii) a final accounting of the Cost of Work, and all
supporting  documentation  requested  by  Owner  have  been  submitted  by  the
Contractor  and  reviewed  by  Owner.

A.               PAYMENT  NOT  ACCEPTANCE

          No payment made under this Agreement, nor any partial or entire use or
occupancy of the Project or any portion thereof by Owner, shall be evidence that
the Contractor has performed its obligations under this Agreement, either wholly
or  in  part,  nor  shall  such  payment,  use  or  occupancy be construed as an
acceptance  of  Work  not  in  accordance  with  this  Agreement.

A.               RELEASE  OF  CLAIMS

          Acceptance  of  final payment by Contractor shall constitute a release
and  waiver  by Contractor of all claims that Contractor has or may have against
Owner.

A.               CONTRACTOR'S LIABILITY FOR EXCESS OVER GUARANTEED MAXIMUM PRICE

          No  Application  for Payment shall be submitted by Contractor to Owner
and  no  payments  shall  be  required  to  be  made  by Owner to Contractor for
expenditures  in excess of the Guaranteed Maximum Price, and Contractor shall be
obligated  to  and shall prosecute the Work to completion and shall pay from its
own  funds  all  costs  and  expenses  of  such Work in excess of the Guaranteed
Maximum  Price.

A.               TITLE

          The  Contractor  warrants  that  title  to  all  Work  covered  by  an
Application  for  Payment  will pass to Owner no later than the time of payment.
The  Contractor  further  warrants  that,  by  submittal  of  an Application for
Payment,  all  Work for which payment has been received from Owner shall be free
and  clear  of liens, claims, security interests or encumbrances in favor of the
Contractor,  subcontractors,  material  suppliers,  or other persons or entities
making  a  claim  by  reason  of  having provided labor, materials and equipment
relating  to the Work, and that no basis exists for the filing of any such lien,
claim, security interest or encumbrance.  The Contractor shall indemnify, defend
and  hold  harmless  Owner  from and against any loss, damage, claim, expense or
cost  (including, without limitation, reasonable attorneys' fees) arising out of
or  relating  to  the  breach  of  any  of  the  foregoing  warranties.

A.               INTEREST  RATE

     Any  amounts  properly  due  to  the Contractor or the Owner from the other
party,  but  which  remain unpaid by such other party, shall bear interest at an
annual  rate  equal  to  ten  percent  (10%)  from  the  date  due  until  paid.

                        I.     ARTICLE :  INDEMNIFICATION

A.                     Indemnity.  To  the  fullest extent permitted by law, the
                       ---------
Contractor shall indemnify, defend and hold harmless the Owner and its officers,
directors,  employees,  agents,  affiliates  and  representatives  (the
"Indemnitees"),  from  and  against  any  and  all  claims,  demands,  suits,
liabilities,  injuries  (personal or bodily), property damage, causes of action,
losses,  expenses,  damages  or  penalties, including, without limitation, court
costs  and  reasonable attorneys' fees, arising or resulting from, or occasioned
by  or  in  connection  with  (i) negligent or wrongful acts or omissions of the
Contractor,  a  subcontractor, a subsubcontractor, anyone directly or indirectly
employed  by them or anyone for whose acts they may be liable, (ii) Contractor's
failure  to  comply  with  applicable  Laws,  and/or  (iii) any breach, default,
violation  or nonperformance by the Contractor of any term, covenant, condition,
duty  or obligation provided in this Agreement. Notwithstanding the foregoing or
anything to the contrary contained in this Agreement, the Contractor's aggregate
liability  to  the  Owner in relation to design errors or omissions which result
from  the  performance  of  professional  services  hereunder as an architect or
engineer shall be limited to $5,000,000.  This indemnification, defense and hold
harmless  obligation  shall  survive  the  termination  or  expiration  of  this
Agreement.

A.                    No  Limitation.  In  claims  against  any person or entity
                      --------------
indemnified under the preceding Section 10.1 by an employee of the Contractor, a
subcontractor,  a  subsubcontractor,  anyone  directly or indirectly employed by
them or anyone for whose acts they may be liable, the indemnification obligation
under  such  Section  10.1 shall not be limited by a limitation on the amount or
type  of  damages,  compensation or benefits payable by or for the Contractor, a
subcontractor,  a  subsubcontractor  or  any  other above-referenced party under
workers' or workmen's compensation acts, disability benefit acts, other employee
benefit  acts,  or  by  common  law  or  case  law.

A.                    Liens.  Contractor  further  agrees  to  indemnify,  save,
                      -----
protect and hold harmless the Indemnitees from and against any claim of liens or
liens,  or  both,  for labor performed or materials furnished, or both, or to be
used  on  the  Site,  and, in case suit on any such claims or liens are brought,
Contractor  shall defend said suit at its own cost and expense and shall pay and
satisfy  any  such  lien  or judgment as may be established or determined by the
decision  of  the  court  in said suit.  Contractor agrees within ten days after
written  demand  to  cause the effect of any suit or lien to be removed from the
Site,  by  bonding  or other means acceptable to Owner.  In the event Contractor
shall  fail  to  do  so, Owner is authorized to cause said lien to be removed or
dismissed and the cost thereof, together with all attorneys' fees and litigation
costs  and  expenses,  shall  be  deducted  by  Owner  from  any  monies  due to
Contractor;  provided, however, that Contractor shall not be required to pay and
release  any  lien  placed  on  or accruing against the Site solely by reason of
Owner's  work  during Owner's period of entry and occupancy of the Project or by
reason  of  the  Owner's failure to make payment to Contractor when properly due
under  this  Agreement.

A.                    Lost Profits.  Notwithstanding anything to the contrary in
                      ------------
this  Article  10,  Contractor  shall  have no indemnification duties under this
Article  10  with  respect  to  lost profits or revenues sustained by Owner as a
result  a  delay  in the completion of the Work other than the obligation to pay
liquidated  damages  as  set  forth  in  this  Agreement.

                           I.     ARTICLE :  INSURANCE

A.               CONTRACTOR'S  INSURANCE
--

1.                    Contractor's  Insurance  Certificates.  Before  Contractor
                      -------------------------------------
mobilizes  its  forces  at  the  Site  or  commences  the Work at or prepares or
delivers  materials  to  the  Site,  Contractor  shall  provide  certificates of
insurance  evidencing  that  Contractor has obtained and maintains the insurance
coverages  described in this Article 11.  Within a reasonable time after Owner's
request, Contractor shall provide Owner with a copy of such policies.  The Owner
and  such  other  persons or entities as may be designated by the Owner shall be
named  as  an  additional  insureds  on all of Contractor's policies referred to
herein  (except on Contractor's workers' compensation insurance and professional
liability  insurance  policies).  The  insurance  coverage  afforded  under  the
policies  described herein shall be primary and non-contributing with respect to
any  insurance  carried  independently  by  the  additional  insureds.  All such
insurance  policies  shall indicate that as respects the insureds (whether named
or otherwise), cross-liability and severability of interests shall exist for all
coverages  provided  thereunder.  All  policies of insurance required under this
Article  11  shall  be written on an "occurrence" basis, except the Professional
Liability  Insurance,  which  shall  be  written  on a "claims made" basis.  The
insurance  specified  below  shall be placed with insurance companies reasonably
acceptable  to the Owner, and shall incorporate a provision requiring the giving
of  notice  to  the  additional  insureds at least thirty (30) days prior to the
cancellation,  non-renewal  or  material  modification  of  any  such  policies.

1.                    Contractor's  Liability  Insurance.  Contractor  shall
                      ----------------------------------
purchase  and  maintain  at its sole cost and expense and as a Cost of the Work,
during  the  term of this Agreement,  insurance in the forms and minimum amounts
described  in Section 11.2 to protect against claims relating to the liabilities
which  may  arise  out  of  or  result  from  Contractor's  performance  of  its
obligations under this Agreement, whether such performance be by Contractor, its
agents,  employees,  Contractor's  Architect,  the  consultants  of Contractor's
Architect  or any subcontractor, supplier, materialman, or manufacturer employed
by  or  retained  by  Contractor, or any other person employed by or retained by
Contractor,  or  any other person employed or retained by them or any of them or
anyone  for  whose  acts  any  of  them  may be liable.  Such insurance shall be
written for not less than any limits of liability specified below or required by
law, whichever is the greater, and shall include contractual liability insurance
applicable  to Contractor's obligations under this Agreement.  Contractor shall,
at  all  times  during  the  term  of  this  Agreement,  maintain insurance with
financially  responsible  companies  having an "A+" rating or better by Best and
who  are  qualified  to transact business in the State of Colorado and, further,
which  have  been  approved  by  Owner.

A.               SCHEDULE  OF  INSURANCE  COVERAGES
--

1.                    Worker's  Compensation Insurance.  A Workers' Compensation
                      --------------------------------
Insurance Policy in form and substance reasonably acceptable to the Owner and in
an  amount  not  less  than the statutory limits (as may be amended from time to
time),  including Employer's Liability Insurance with limits of liability of not
less than (i) U.S. $1,000,000 for bodily injury by accident, each accident, (ii)
U.S.  $1,000,000  for  bodily  injury  by disease, each employee, and (iii) U.S.
$1,000,000  aggregate  liability  for  disease.  The  Workers'  Compensation  &
Employer's  Liability  Insurance  Policies  must  each  include  a  waiver  of
subrogation  endorsement  in  favor  of  the  additional  insureds.

1.                    Commercial  General  Liability  Insurance.  A  Commercial
                      -----------------------------------------
General  Liability  Insurance  Policy  written  with  a combined single limit of
liability  of  not  less than $1,000,000.00 for each occurrence of bodily injury
and/or  property  damage  and  an annual aggregate of liability of not less than
$2,000,000.00  for bodily injury and/or property damage, and an annual aggregate
of  liability  of  not  less  than  $2,000,000.00  for  completed operations and
products  liability,  including  the  following  coverages  and  endorsements:

a)                         Premises  and  Operations;

a)                         Broad  Form  Property  Damage;

a)                         Property  Damage  Liability,  including  coverage for
explosion, collapse, and underground property damage hazards (and providing that
an  unintentional failure to report hazards shall not invalidate such coverage);

a)                         Personal  Injury  Liability  (with  employee  and
contractual  exclusions  deleted);

a)                         Independent  Contractor's  Protective  Coverage;

a)                         Broad  Form  Contractual  Liability;

a)                         Products/Completed  Operations, for three years after
Final  Completion  of  the  Work  and  its  acceptance  by  Owner;

a)                         A  waiver  of subrogation endorsement (ISO CG 2010 11
85  (Form  B)  or  equivalent)  in  favor  of  the  additional  insureds;  and

a)                         A  "per  project"  endorsement  in  favor  of  the
additional  insureds.

1.                    Comprehensive  Automobile  Liability  Insurance.  A
                      -----------------------------------------------
Comprehensive  Automobile  Insurance  Policy  in  form  and substance reasonably
acceptable  to  the  Owner  and  including,  without  limitation,  a  waiver  of
subrogation  endorsement in favor of the additional insureds.  The Comprehensive
Automobile  Liability  Insurance  Policy  must  provide  coverage for all owned,
hired,  rented  and  non-owned  automobiles, and must be written with a combined
single  limit of liability of not less than $1,000,000.00 for each occurrence of
bodily  injury  and/or  property  damage,  and  $1,000,000.00  in the aggregate.

1.                    Umbrella  Liability  Insurance.  An  Umbrella  Liability
                      ------------------------------
Insurance  Policy  written  in excess of the coverages provided by the insurance
policies  described  in  Sections 11.2.2, 11.2.3 and the Employer's Liability in
11.2.1,  in  form  and  substance  reasonably acceptable to Owner and including,
without  limitation,  a  waiver  of  subrogation  endorsement  and "per project"
endorsement,  each  in favor of the additional insureds.  The Umbrella Liability
Insurance  Policy  must  be  written  with a combined single limit not less than
$10,000,000.00  for each occurrence of bodily injury and/or property damage, and
an  annual  aggregate  of  liability  of not less than $10,000,000.00 for bodily
injury  and/or  property  damage.

A.               OWNER'S  BUILDER'S  RISK  INSURANCE
--

1.                    Builder's  Risk  Policy.  Before  Contractor commences the
                      -----------------------
Work  at or prepares or delivers material to the Site but under no circumstances
subsequent  to  the date of commencement of construction specified in the Notice
to  Proceed,  Owner will provide certificates of insurance evidencing that Owner
has  obtained  and  maintains "all risk" builder's risk insurance upon the Work,
subject to a deductible amount per occurrence not to exceed One Hundred Thousand
and  No/100  Dollars ($100,000.00).  Within a reasonable time after Contractor's
request,  Owner  will provide Contractor with a copy of such policy.  The policy
will  insure  Owner,  the  Contractor  and subcontractors as their interests may
appear.

1.                    Deductible.  Upon  each  occurrence  of  property  damage
                      ----------
insured  by the coverage specified in Section 11.3.1, the Contractor's liability
(in  relation  to  the insurance deductible only) shall be limited to $5,000; it
                                            ----
being understood that the Owner will be responsible for any deductible amount in
excess  of  $5,000.

1.                    Property  of  Others.  Owner  will  not  insure  nor  be
                      --------------------
responsible  for  any  loss or damage to property of any kind owned or leased by
Contractor,  Contractor's  Architect  or any subcontractors, or their employees,
servants,  or  agents.

1.                    Builder's  Risk Limits of Liability.  The policy specified
                      -----------------------------------
in  Section 11.3.1 shall be written in an amount equal to the "replacement cost"
of  the  Work  and  the  Owner  Furnished  FF&E.

1.                    Builder's  Risk  Deductibles.  The  policy  specified  in
                      ----------------------------
Section  11.3.1  shall  provide  for  up  to  the  following deductible amounts:

                        $  100,000.00               All  perils
                     250,000.00               Earthquake
                     250,000.00               Flood
                       10,000.00               Transit

1.                    Owner's  Use  of Project.  If the Owner finds it necessary
                      ------------------------
to  occupy  or  use  a  portion  or portions of the Project prior to Substantial
Completion, such occupancy shall commence on the date Owner notifies Contractor,
and the Owner shall obtain from the insurance company or companies providing the
property  insurance their consent to such occupancy by endorsement to the policy
or  policies,  which insurance policies shall also provide that they will not be
canceled  or  lapse  on  account  of  such  partial  occupancy.

A.               PROJECT  ERRORS  AND  OMISSIONS  INSURANCE

          In  addition to the above-referenced insurance coverages and policies,
Contractor  shall  obtain  a "project specific" professional liability insurance
policy written with a limit of liability of not less than $5,000,000.00 for each
claim,  and  not less than $5,000,000.00 in the aggregate, for errors, omissions
or  negligent acts arising out of the performance of (or the failure to perform)
professional  services  hereunder  as  an architect or engineer.  Such insurance
coverage  shall  cover  Work  performed  by Contractor's Architect and any other
architects,  engineers or structural, mechanical, electrical or other applicable
consultants,  and  shall  be  retroactive  to  the  earlier  of the date of this
Agreement  or  the  commencement  of  the  services  in relation to this Project
(including,  without  limitation,  those performed by the Contractor's Architect
pursuant  to its Agreement with the Owner, its Agreement with the Contractor, or
otherwise).  Such  policy  must be maintained for a period of not less than five
(5) years following the date of final payment to the Contractor for all services
provided  under  this  Agreement.

A.               NO  COVERAGE  CHANGES

          Each  of  the  above required insurance policies (and the certificates
evidencing  the same) shall provide that the coverage therein afforded shall not
be  canceled,  terminated,  reduced,  or  not  renewed except upon the giving of
written  notice  to  (i)  Owner  with respect to the insurance to be obtained by
Contractor  and  (ii) Contractor with respect to the insurance to be obtained by
Owner  at  least  thirty  (30)  days  prior  to  the  effective  date  of  such
cancellation,  termination,  reduction  or  nonrenewal.  In  the  event Owner or
Contractor,  whichever  is  applicable,  receives  such  written notice that the
coverage  evidenced  by  any  such  certificate  is  to be canceled, terminated,
reduced,  or  not  renewed,  it  shall  so  inform the other and the other shall
procure  and  furnish  new  certificates conforming to the above requirements as
soon  as  reasonably  practical  but  in any event at least five days before the
effective  date  of such cancellation, termination, reduction or nonrenewal.  In
the  event  such new certificates within the time specified are not so provided,
the  party  not  obligated  to  provide such insurance may nevertheless have the
right  (but  not  the  obligation) to procure such insurance and back charge the
cost  thereof  to  the  other  party.

A.               WAIVER  OF  CLAIMS

          The  Owner and Contractor waive all claims against each other for loss
or  damage  to any of their respective property which is insured under valid and
collectible insurance policies, but only to the extent of the actual recovery of
property  insurance  proceeds.  Notwithstanding  the  foregoing,  the  preceding
waiver  shall not be operative in any case where the effect of such waiver is to
invalidate insurance coverage or the right of the insured to recover thereunder.
The  Contractor  waives all claims against the Owner for loss or damage to tools
and  equipment  not  to  be  incorporated  into  the  Project.

                            I.     ARTICLE :  DEFAULT
                            --

A.               Termination  by Owner for Cause.     (a)  The occurrence of any
                 -------------------------------
one  of  more  of  the following matters constitutes a default by the Contractor
under  this  Agreement  (a  "Contractor  Default"):

     (i)  Contractor  becomes  insolvent or generally fails to pay, or admits in
writing  its  inability  or  unwillingness to pay, its debts as they become due;
     (ii)  Contractor  makes  a  general  assignment  for  the  benefit  of  its
creditors;

     (iii)  Contractor  shall  commence  or  consent  to any case, proceeding or
other  action  (a) seeking reorganization, arrangement, adjustment, liquidation,
dissolution  or composition of Contractor or of Contractor's debts under any law
relating  to  bankruptcy,  insolvency, reorganization or relief of debts, or (b)
seeking appointment of a receiver, trustee or similar official for Contractor or
for  all  or  any  part  of  Contractor's  property;

     (iv)  any  case,  proceeding  or  other  action against Contractor shall be
commenced  (a) seeking to have an order for relief entered against Contractor as
debtor,  (b)  seeking  reorganization,  arrangement,  adjustment,  liquidation,
dissolution  or  composition  of  Contractor or Contractor's debts under any law
relating  to bankruptcy, insolvency, reorganization or relief of debtors, or (c)
seeking  appointment  of a receiver, trustee, or similar official for Contractor
or  for  all  or  any  part  of  Contractor's  property;

     (v)  the  breach  of  any  material  representation  or  warranty  made  by
Contractor  herein;

     (vi)  Contractor  attempts  to assign, convey or transfer this Agreement or
any  interest  herein  without  the  Owner's  prior  written  consent;  or

     (vii)  Contractor  fails  to  observe  or  perform  any  other  covenant,
agreement,  obligation,  duty  or  provision of this Agreement, and such failure
continues  for  thirty  (30)  days  after Contractor's receipt of written notice
thereof  from  Owner.

     (b)     Upon the occurrence of a Contractor Default, the Owner may, without
prejudice  to  any  other  right  or  remedy the Owner may have at law and/or in
equity  or  under  this  Agreement,  terminate  this  Agreement.  The Owner may,
without  prejudice to any other right or remedy, take possession of the Site and
of  all  materials,  equipment,  tools  and  machinery  thereon  owned  by  the
Contractor,  and  may  finish  the  Work  by  whatever method the Owner may deem
expedient.  If  the cost of finishing the Work exceeds the unpaid balance of the
Guaranteed Maximum Price, the Contractor shall immediately pay the difference to
the  Owner.

A.               Termination by Contractor for Cause.  (a)     The occurrence of
                 -----------------------------------
any  one  of more of the following matters, and the continuation of the same for
thirty  (30)  days  after the Owner's receipt of written notice thereof from the
Contractor,  shall  constitute  a  default by the Owner under this Agreement (an
"Owner  Default"):

     (i)  Owner  becomes  insolvent  or  generally  fails  to  pay, or admits in
writing  its  inability  or  unwillingness to pay, its debts as they become due;

     (ii)  Owner  makes  a  general assignment for the benefit of its creditors;

     (iii)  Owner  shall  commence  or  consent to any case, proceeding or other
action  (a)  seeking  reorganization,  arrangement,  adjustment,  liquidation,
dissolution  or  composition of Owner or of Owner's debts under any law relating
to  bankruptcy,  insolvency,  reorganization  or relief of debts, or (b) seeking
appointment  of  a receiver, trustee or similar official for Owner or for all or
any  part  of  Owner's  property;

     (iv)  any case, proceeding or other action against Owner shall be commenced
(a)  seeking  to  have  an order for relief entered against Owner as debtor, (b)
seeking  reorganization,  arrangement,  adjustment,  liquidation, dissolution or
composition  of  Owner  or  Owner's  debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or (c) seeking appointment of a
receiver,  trustee,  or  similar  official  for  Owner or for all or any part of
Owner's  property;  or

     (v)  Owner fails to observe or perform any covenant, agreement, obligation,
duty  or  provision  of  this  Agreement.

     (b)     Upon  the  occurrence  of  an  Owner  Default,  the  Contractor may
terminate  this  Agreement.  If this Agreement is so terminated, the Contractor,
as  its  sole  and  exclusive remedy hereunder, shall be entitled to receive the
following:  payment  for  Work  properly  performed  to  the date of termination
(including  all  retainage  and  the  Contractor's  Fee  related  thereto),
reimbursement  for  all  cancellation  charges  incurred  by  the  Contractor in
relation  to  its subcontractors, and reimbursement for proven loss with respect
to  materials,  equipment,  tools,  machinery  and other out-of-pocket expenses.

              I.     ARTICLE :  TERMINATION BY OWNER WITHOUT CAUSE

          Owner  shall  have  the  absolute  and  total  right to terminate this
Agreement  at  any  time without cause if Owner decides in its sole and absolute
discretion  to  abandon  or terminate construction of the Project for any reason
whatsoever,  including,  without limitation, the failure to obtain or revocation
of  any  license required by the Colorado Gaming Commission for operation of the
Owner's  casino,  the issuance of any injunction, temporary restraining order or
other  court  order  prohibiting,  restricting or limiting Owner from proceeding
with  construction  of the Project, or the election by Owner not to continue the
Work  because  of  any  pending  litigation  relating to the construction and/or
operation  of  the  Project.  If  and  only  in  the  event Owner terminates the
Agreement  pursuant to this Article 13, it will reimburse the Contractor for any
unpaid  Cost  of  the  Work  which has been expended by Contractor and is due it
under  Article 9, plus the unpaid balance of the Contractor's Fee computed based
on  the  Cost  of the Work performed prior to termination of the Agreement, plus
cancellation  charges  incurred by Contractor in relation to its subcontractors,
and  reimbursement  for proven loss with respect to materials, equipment, tools,
machinery  and  other  out-of-pocket  expenses.

                    I.     ARTICLE :  INDEPENDENT CONTRACTOR

          With  respect  to the Work, Contractor's relationship to Owner is that
of  an  independent  contractor  and nothing contained herein shall be deemed to
make  Contractor  the  agent,  employee  or  partner  of  Owner.
                           I.     ARTICLE :  DISPUTES
                           --

A.               Dispute Resolution.  (a)  In the event Owner and Contractor are
                 ------------------
unable  to  resolve any disputes, claims, controversies or other matters related
to  this  Agreement  (a  "Dispute"), the Dispute shall be promptly submitted for
resolution  to  a  committee  of  three  persons, including the President of the
Owner,  a neutral third party jointly selected by Owner and Contractor who shall
act  as  chairperson,  and  the  President  of  the Contractor (collectively the
"Committee").  If  either  the  President  of  the Owner or the President of the
Contractor  is unable to act at the time a Dispute arises, then either the Owner
or the Contractor, as applicable, shall designate a substitute.  Each substitute
member  designated by a party shall be reasonably acceptable to the other party.
The  decision  of  a  majority  shall  decide  any  matter  presented  to  it.

          (b)  Upon  arriving  at  its  decision  (which  decision  shall  be by
majority  vote  as  provided above) with respect to any Dispute presented to it,
the  Committee  will promptly send its decision in writing to the Contractor and
to the Owner.  Notwithstanding the foregoing, no decision of the Committee shall
be  binding  upon  the  parties; it being expressly agreed by the parties hereto
that  they  shall  thereafter  be entitled to refer such Dispute to any court of
competent  jurisdiction  within  the  State  of  Colorado.

          (c)  Pending  final  resolution  of  a  Dispute,  the Contractor shall
proceed diligently with the performance of its duties and obligations under this
Agreement,  and  the  Owner  shall  continue  to  make payments as to undisputed
amounts  in  accordance  with  the  terms  of  this  Agreement.

                     I.     ARTICLE :  HAZARDOUS SUBSTANCES
                     --

A.               Hazardous  Substances.  (a) If, in the course of performance of
                 ---------------------
the  Work,  the Contractor encounters on the Site any matter which it reasonably
believes  is a Hazardous Substance, the Contractor shall immediately suspend the
Work  in the area affected and report the condition to the Owner in writing.  In
any  such  event,  the  obligations and duties of the parties hereto shall be as
follows:

     (i)  If  it  is  determined  that  such  condition  involves a Pre-Existing
Hazardous  Substance,  then  any required remedial actions shall be performed by
the  Owner  at  its  sole  cost  and  expense;

     (ii)  If  it  is  determined  that  such  condition  involves  a  Hazardous
Substance  introduced  to  the  Site  after  the  date  of this Agreement by the
Contractor,  its subcontractors or any party for whom either may be liable, then
any  required,  necessary  or appropriate remedial actions shall be performed by
the  Contractor  at  its  sole  cost  and  expense;  or

     (iii)  If it is determined that the condition does not involve  a Hazardous
Substance,  the  Contractor  shall, promptly after receiving written notice from
the  Owner  authorizing  the  Contractor  to  recommence  site activities in the
subject  area,  resume  the  portion  of  the  Work  that  had  been  suspended.
The  parties  acknowledge  and  agree  that the Contractor shall not commence or
continue  any construction activities on any portion of the Site on, in or under
which  remedial  actions  are to be (or are being) performed until such remedial
actions  are  to the point where construction activities will not interfere with
such  remedial  actions,  as  evidenced  by  appropriate certifications from the
applicable environmental engineer and/or remediation contractor and any required
approvals  of any applicable Governmental Authorities.  The Contractor agrees to
use  good faith diligent efforts to continue the unaffected portions of the Work
and  to  adjust  and reschedule its activities at the Site so as to minimize, to
the  extent  reasonably  practicable,  any adverse effect on the progress of the
Work  resulting  from  the  performance  of  any  remedial  actions.

          (b)  The  Contractor  shall  not  bring  or  store (and shall prohibit
subcontractors from bringing or storing) Hazardous Substances to or on the Site,
and  shall  not  utilize  any  construction  materials  containing  asbestos,
polychlorinated  biphenyls  or  urea formaldehyde.  As previously indicated, the
Contractor  shall  be  responsible  for  the  removal  and  cleanup of Hazardous
Substances  brought  to  or  generated  at  the  Site  by  the  Contractor,  any
subcon-tractor  or  any  party  for  whose actions the Contractor is responsible
pursuant  to  this  Agreement.  In this regard, the Contractor shall comply, and
shall cause its subcontractors to comply, with all environmental laws, statutes,
ordinances, codes, rules, regulations, policies and guidance documents regarding
the  generation,  handling,  storage,  treatment  and  disposal  of  Hazardous
Substances.

                   I.     ARTICLE :  MISCELLANEOUS PROVISIONS

A.               GOVERNING  LAW

          This  Agreement shall be construed and governed in accordance with the
laws  of  the  State  of  Colorado  without  giving  effect  to conflicts of law
principles.

A.               ASSIGNMENT  AND  SUCCESSORS
--

1.                    No  Assignment  by  Contractor.  Contractor  shall  not,
                      ------------------------------
without  the  prior written consent of Owner, which consent Owner shall have the
right,  in  its  sole, total and arbitrary discretion to withhold for any reason
whatsoever,  assign  or  transfer  this  Agreement or any portion or part of the
Work, or assign any payments to others.  Any assignment or transfer made without
the prior written consent of Owner, either expressly, impliedly, or by operation
of  law,  shall  be  void  and  of  no  force  or  effect.

1.                    Agreement  Binding  on Successors and Assigns.  Subject to
                      ---------------------------------------------
the foregoing, this Agreement and all of the provisions thereof shall extend to,
be  binding  upon,  and inure to the benefit of (i) Owner and its successors and
assigns  and  (ii)  Contractor  and  its  successors  and  permitted  assigns.

A.               NOTICES

          Unless  otherwise  herein  expressly provided, all notices, orders and
other  communications required or desired to be given under this Agreement shall
be  in  writing,  signed  by  Owner  or  Contractor,  or  their  respective duly
authorized  agents or attorneys, as the case may be, and shall be deemed to have
been  properly  given  if mailed by United States, registered or certified mail,
with  postage prepaid, return receipt requested, if hand delivered or if sent by
a  reputable  overnight  delivery  service,  addressed  as  follows:

If  to  Owner:          Isle  of  Capri  Black  Hawk  LLC
               c/o  Isle  of  Capri  Casinos,  Inc.
               711  Dr.  Martin  Luther  King  Jr.  Boulevard
               Biloxi,  MS  39530
               Attention:  Edward  F.  Reese


If  to  Contractor:     Haselden  Construction,  Inc.
               6950  South  Potomac  Street
               Englewood,  Colorado  80112
               Attention:  Ed  Haselden

or  to  such other address as may, from time to time, be designated by the party
to  be  addressed,  by  notice  to  the  other  party  in the manner hereinabove
provided.  Any  such  notice, order or other communication mailed as provided in
this  Section 17.3 shall be deemed to have been given and received on the second
business  day  next  following  the postmark date of such notice, order or other
communication  if  sent  by  U.S. Mail, or on the date of actual receipt if hand
delivered  or  sent  by  overnight  delivery  service.

A.               CUMULATIVE  RIGHTS  AND  REMEDIES

          Except  as  expressly provided herein to the contrary, no right, power
or  remedy herein or otherwise conferred upon or reserved to Owner or Contractor
shall  be  considered  to  exclude,  impair or suspend any other right, power or
remedy,  but  the same shall be cumulative and shall be in addition to any other
right,  power  or  remedy  available  under this Agreement, at law or in equity.

A.               WAIVER

          No  action,  failure  to act or delay in action by Owner or Contractor
shall constitute a waiver, or result in any impairment of any right, power, duty
or  remedy afforded any of them under this Agreement, or result in  any approval
of  or  acquiescence in any breach or violation by any of them of its covenants,
agreements  and obligations under this Agreement, except as the affected parties
may  specifically agree in writing.  No waiver of any breach or violation of any
of  the  covenants, agreements and obligations of Owner or Contractor under this
Agreement  shall  be construed, taken or held to be a waiver of any other breach
or  violation,  or  a  waiver,  acquiescence  in  or  consent  to any further or
succeeding  breach  or  violation of the same covenant, agreement or obligation.

A.               CAPTIONS  OR  HEADINGS

          The index and the captions or headings of the Articles and Sections of
this  Agreement are inserted and included solely for convenience and shall never
be  considered  or  given  any effect in construing the provisions hereof if any
question  of  intent  should  arise.

A.               CALENDAR  DAYS

          As  used  herein,  the  terms  "days"  or  "calendar  days" shall mean
calendar days, the term "weekdays" or "business days" shall mean regular working
days,  excluding  Saturdays,  Sundays  and  holidays.

A.               PARTIES  TO  ACT  REASONABLY

          Owner  and  Contractor  both  acknowledge  that the provisions of this
Agreement  contemplate  that  the  parties hereto will exchange information with
each other and keep each other informed of the progress of the Work, and in each
such instance (except the specific instances where Owner is granted an arbitrary
right  which  Owner may exercise for whatever reason Owner desires), the parties
agree  to  be  both reasonable and timely so as not to unreasonably delay either
party  in  the  performance  of  their  respective  obligations  hereunder.

A.               SEVERABILITY  OF  PROVISIONS

          The  invalidity  of one or more provisions of this Agreement shall not
be  deemed  to  invalidate  or  affect  the  enforceability  of  the  remainder.

A.               ENTIRE  AGREEMENT

          This  Agreement  represents  the  entire  agreement  between Owner and
Contractor  with  respect  to the subject matter hereof and supersedes all prior
negotiations,  representations  and  agreements  with  respect  thereto, whether
written  or  oral.  Except  in  relation to Construction Change Directives, this
Agreement  may  be  amended  only by written instrument signed by both Owner and
Contractor.

A.               NO  THIRD  PARTY  BENEFICIARIES

          Nothing  contained  in this Agreement shall be construed to confer any
rights,  powers  or  remedies  upon any parties other than Owner and Contractor,
including  without  limitation,  any rights as a third party beneficiary of this
Agreement.

A.               AUTHORITY  TO  EXECUTE

          Each  party  represents  and warrants to the other that this Agreement
has  been  duly authorized, executed and delivered by and on behalf of each such
party,  and  constitutes the legal, valid and binding agreement of said parties.

A.               INCORPORATION  BY  REFERENCE
--

           The  recitals  set forth on the first few pages of this Agreement, as
          ----------------------------------------------------------------------
well  as  all  Exhibits  attached  hereto,  are  hereby  incorporated  into this
--------------------------------------------------------------------------------
Agreement  by  this  reference  and  expressly  made  a  part of this Agreement.
--------------------------------------------------------------------------------

          THIS  AGREEMENT  IS MADE AND ENTERED INTO as of the day and year first
          ----------------------------------------------------------------------
above  written.
 --------------

CONTRACTOR:                         OWNER:
-----------                         ------


By:                                        By:
---
      Name:  Ed  J.  Haselden                     Name:  Edward  F.  Reese
      Its:  President                                    Its:  Vice  President

<PAGE>

                                    EXHIBIT A
                                    ---------

                                   Definitions
                                   -----------

     For  purposes  of  this  Agreement,  the  terms  set forth in the following
clauses  shall  have  the  meanings  ascribed  to  them:

     "Actual  cost"  has  the  meaning  set  forth  in  Section  1.7.5.1.

     "Agent"  has  the  meaning  set  forth  in  Section  3.1.

     "Application  for  Payment"  has  the  meaning  set forth in Section 9.1.1.

     "Certificate  for  Payment"  has  the  meaning  set  forth  in Section 9.2.

     "Change  in  Law"  shall  mean  and  refer  to  the  enactment,  adoption,
promulgation,  amendment,  modification  or  change  in  interpretation  by  a
Governmental  Authority  after  the  date  of this Agreement of any Law which is
applicable  to  the  performance  of the Work; it being expressly understood and
agreed  by  the parties hereto that a change in any income tax Law or any Law by
which  a  tax  is  levied  or  assessed on the basis of the Contractor's income,
profits,  revenues  or  gross  receipts  shall  not  be  a  Change  in  Law.

     "Change  Order"  has  the  meaning  set  forth  in  Section  1.7.4.

     "Committee"  has  the  meaning  set  forth  in  Section  15.1.

     "Construction Change Directive" has the meaning set forth in Section 1.7.5.

     "Construction  Documents"  has  the  meaning  set  forth  in Section 1.5.2.

     "Contractor's  Architect"  has  the  meaning  set  forth  in Section 1.5.3.

     "Contractor  Default"  has  the  meaning  set  forth  in  Section  12.1.

     "Contractor's  Fee"  has  the  meaning  set  forth  in  Section  8.1.2.

     "Contract  Sum"  has  the  meaning  set  forth  in  Section  8.1.

     "Cost  of  the  Work"  has  the  meaning  set  forth  in  Section  8.4.

     "Dispute"  has  the  meaning  set  forth  in  Section  15.1.

     "Excusable  Event"  has  the  meaning  set  forth  in  Section  2.5.3.
     "Extreme  Weather Day" shall mean and refer to a day during which extremely
harsh  weather  conditions  exist  considering  the geographical location of the
Site.

     "Finally  Completed",  "Finally  Complete"  and  "Final Completion" has the
meaning  set  forth  in  Section  6.2.

     "Force  Majeure  Event"  has  the  meaning  set  forth  in Section 2.5.3.2.

     "Governmental  Authority"  shall  mean  and refer to any national, federal,
state, county, municipal or local government, agency, authority or court, or any
department,  board,  bureau  or  instrumentality  thereof.

     "Guaranteed  Maximum  Price"  has  the  meaning  set  forth in Section 8.2.

     "Hazardous  Substance"  shall  mean  and  refer  to any hazardous, toxic or
dangerous  waste,  substance  or  material  defined  as  a  "hazardous  waste",
"hazardous  material",  "hazardous  substance",  "extremely  hazardous waste" or
"restricted  hazardous  waste"  in  (i)  any provision of Colorado law; (ii) the
Comprehensive  Environmental Response, Compensation and Liability Act (42 U.S.C.
Sec. 6903 et seq.); (iii) the Clean Water Act (33 U.S.C. 1251 et seq.); (iv) any
          -------                                             -------
so-called  "Superfund"  or  "Superlien"  law; or (v) any other federal, state or
local  statute,  law,  ordinance,  code,  rule  or  regulation.

     "Holdback  Amount"  has  the  meaning  set  forth  in  Section  9.8.

     "Indemnitees"  has  the  meaning  set  forth  in  Section  10.1.

     "Law" shall mean and refer to any constitution, charter, statute, act, law,
ordinance,  regulation,  code, rule, order, decree, judgment, directive, ruling,
decision, guideline, resolution or declaration of any Governmental Authority, or
any  interpretation  or  application thereof by any such Governmental Authority.

     "Modification"  shall  mean  and  refer  to (i) a written amendment to this
Agreement  signed  by  all  parties  hereto,  or  (ii)  a  Change  Order.

     "Notice  to  Proceed"  has  the  meaning  set  forth  in  Section  2.2.2.

     "Owner  Default"  has  the  meaning  set  forth  in  Section  12.2.

     "Owner  Furnished  FF&E"  has  the  meaning  set  forth  in  Section 8.2.2.

     "Pre-Existing  Hazardous  Substance"  shall  mean  and refer to a Hazardous
Substance  existing  at  the  Site  as  of  the  date  of  this  Agreement.

     "Project" shall mean and refer to the architectural contract administration
and  construction  of  the  Isle  of  Capri  Black  Hawk  Hotel, as shown in the
Construction  Documents.

     "Project  Concept  Documents"  shall  mean  and  refer  to  those documents
identified  or  contained  within  Exhibit  D  to the Agreement, which documents
define  generally  the  Project  requirements  and the concept design, scope and
intent  for  the  Project.

     "Punch  List"  has  the  meaning  set  forth  in  Section  6.1.

     "Schedule" shall mean and refer to the construction schedule identified and
contained  within    Exhibit  E  to  the  Agreement.

     "Schedule  of  Values"  has  the  meaning  set  forth  in  Section  9.6.1.

     "Site"  shall  mean  and refer to the property and structures identified or
contained  within  Exhibit  B  to  the  Agreement.

     "subcontractor"  shall  mean  and refer to any person or entity (other than
the  Contractor)  who  performs  a  portion  of  the  Work,  including,  without
limitation,  any  architect,  engineer,  consultant,  supplier,  vendor  or
materialman.

     "Substantial  Completion  Date"  shall  mean  August  9,  2000.

     "Substantially  Completed",  "Substantially  Complete"  and  "Substantial
Completion"  has  the  meaning  set  forth  in  Section  2.3.1.

     "Unforeseeable  Conditions"  shall mean and refer to conditions at the Site
which  are  concealed  physical conditions of an unusual nature (i) which differ
materially  from  those  indicated  in  this Agreement (and any reports or other
documents  prepared by, on behalf of, or presented to the Contractor in relation
to the Project), and (ii) which differ materially from those ordinarily found to
exist  and  generally  recognized  as inherent in construction activities of the
character  provided  for  in  this  Agreement.

     "Work"  has  the  meaning  set  forth  in  Section  1.1.
<PAGE>
                                    EXHIBIT B
                                    ---------

                                      Site
                                      ----


-     See  legal  description  on  following  page

-     Site  plan  is  contained  within  the  Revised  GMP  Hotel Package No. 5,
prepared  by  Parkhill  Ivins  Architects,  P.C.,  which  package is part of the
Construction  Documents.


<PAGE>
                                    EXHIBIT C
                                    ---------

                           Contractor's Key Personnel
                           --------------------------


               Vice  President,  Operations               Ron  Ondrak
               On-Site  Project  Manager                    Joe  Smith
               Project  Engineer                    Jeff  Stroup
               Superintendent                    Dan  Nelson



<PAGE>
                                    EXHIBIT D
                                    ---------

                               Contract Documents
                               ------------------

The  Project  Contract  Documents  are  comprised  of  the  following:

     1.     Construction  Documents  prepared by Parkhill Ivins Architects, P.C.

               The  Revised  GMP  Hotel  Package No. 5 Drawings, Volumes 1 and 2
dated  February  8,  1999

               The  Revised GMP Hotel Package No. 5 Specifications, Volumes 1, 2
and  3  dated  February  8,  1999

               Addenda  as  follows:

Addendum  No.  1  dated  February  10,  1999
               Addendum  No.  2  dated  February  22,  1999
               Addendum  No.  3  dated  March  5,  1999
               Addendum  No.  4  dated  March  9,  1999
               Addendum  No.  5  dated  March  10,  1999
               Addendum  No.  6  dated  March  12,  1999
               Addendum  No.  7  dated  March  15,  1999
               Addendum  No.  8  dated  March  17,  1999
               Addendum  No.  9  dated  March  17,  1999
               Addendum  No.  10  dated  March  18,  1999
               Addendum  No.  11  dated  March  23,  1999

     2.     Construction  Documents prepared by Norwood Oliver Design Associates
(NODA)

               NODA  Color  and  Material  Specifications dated November 2, 1998
               NODA  Installation  Notes  dated  November  2,  1998

For purposes of this Agreement, a "first-class" standard refers to a standard of
construction,  furnishing and equipping which is substantially equivalent to the
standard  of  construction,  furnishing and equipping found within the following
hotel  facilities:  Isle  of  Capri  Biloxi, Isle of Capri Vicksburg and Isle of
Capri  Bossier.

<PAGE>
                          Exclusions and Clarifications
                          -----------------------------

     The GMP specifically excludes the following:

     1.     Alternate  No.  1  -  Pool  and  Enclosure.
     2.     Performance  and  payment  bonds.
     3.     Repairs  to  existing  structural  system.
     4.     Modification,  repairs, parts and maintenance to existing equipment.
     5.     All  changes  due  to  final  Owner or building department review of
documents.  If  Contractor  in the exercise of due care observes that any of the
contract documents are in variance with building code in any respect, Contractor
shall  promptly  notify  the  Owner  of  all  conflicts between the drawings and
specifications  and  any  laws  or  restrictions  that  come to the attention of
Contractor.
     6.     The  usage  cost  for construction power, gas and water.  Contractor
will  tap  and  use  the  existing  utility  systems  at  no  charge  for usage.
     7.     Costs  associated  with  Hotel construction shut downs by the Owner,
the  Riviera  casino  project  or  the  city  of  Black  Hawk.
     8.     Inspection  and  testing  fees  by  any  independent quality control
agency.
     9.     The  cost  of  any  defects,  deficiencies,  inadequacies  or
incompleteness  in  the  current  Hotel  construction  documents.
     10.     Consequential  damages  to  the  Owner  due  to  this  Project.
     11.     Any  fees  for  NODA  services.
     12.     Furnishing  of  any  television  sets,  safes,  or  coffee  makers.
     13.     Exercise equipment, ice machines, vending machines or installations
of  these  items.
     14.     The  cost  and  time  of  delays  due  to  the  Year  2000 ("Y2K").
     15.     X-ray  inspection  of the existing precast that may be necessary to
facilitate  the  drilling  for  structural  steel  anchors.
     16.     Television,  telephone  and  data  cable  is  not  included.

The  following  are  General  Clarifications:

     1.     The  GMP  Proposal  is  based  upon all Design and Engineering firms
involved  with  the Project sharing in any liquidated damages to the extent that
they  are  at  fault  as  per  the  Design  Build  Agreement.
     2.     The  cost  from  Parkhill  Ivins  and  consultants  for  contract
administration  fees  and  the  cost  for  as-built  drawings  is  included.
     3.     The  Design-Build  Agreement  will  have precedence over the General
Requirements  as  stated  in  Addendum  No.  3.
     4.     Contractor's  limits  of  liability for Worker's compensation is per
State  of  Colorado  law.
5.     The  Owner's  Builder's  Risk  Insurance must extend to offsite temporary
storage  for  the  FF&E  and  all  materials  in  transit  to  the  Project.
     6.     Waivers  of  subrogation  shall  include  all insurance deductibles.
     7.     The  EIFS  exterior  will be a standard PB system per manufacturer's
recommendations.
     8.     Card  key  controls  equipment and associated software for the front
desk  is  to  be  furnished  and  installed  by  the  Owner.
     9.     Refer  to  Exhibit  G  for  scope  description  for  the  FF&E.
     10.     The  rough-in  conduit  for  telephone  and data is included in the
rooms  and  stubbed  out  to  the  corridor  ceiling.
     11.     The  GMP  Proposal  is  based  upon  obtaining  permission from the
Riviera  Casino  project,  the  City of Black Hawk, the Isle of Capri to erect a
crane  in Main Street to place and at a later date remove the two or three tower
cranes  that will be mounted on the top of the parking structure.  The Van Saten
entrance will be reduced to one lane during off-hours (nights and weekends).  On
days  when  Contractor is working above this entry, the Van Saten access must be
closed  for  public  safety.
     12.     Contractor  must  be  allowed to swing crane booms over the Riviera
Casino  project.  Contractor  will not swing loads over that project and Isle of
Capri  project  cranes  will  not  conflict  with  Riviera  Casino  cranes.
     13.     If  the  Project is delayed due to design corrections, omissions or
errors,  the  contract schedule, Exhibit E, shall be extended the same amount of
the  delay or lost time (a day for a day design correction or completion cause).
     14.     Contractor  feels  it  will  not  need  to  work seven days a week,
twenty-four  hours  per day.  However, Contractor reserves the right to increase
its  work  schedule  to  this  if  Contractor  deems it necessary to achieve the
Project  completion  date.
     15.     Contractor  will require the complete unrestricted use of the level
six  parking  deck.
Contractor  will  stock the project in the early morning hours from Main Street.
          Contractor will utilize Owner's existing freight elevator as described
in  the  addendum.
The  Van  Saten  entrance  will be restricted at times due to maintaining public
safety  while working above the garage entrance.  All flagging requirements when
casino  is  open  and  Contractor  is not working will be provided by the Owner.

The  following  are  Furniture,  Fixtures  and  Equipment (FF&E) Clarifications:

     1.     Quantities  and  materials  pricing  for  all  of  the  Accessories,
Furniture,  Lighting,  Beds,  Frames,  Mattresses,  Draperies and Spreads are as
provided  by Keating Corporation.  Material pricing for all of the Carpeting and
Wall  Covering  are as provided by Keating Corporation with quantities to be per
the  Construction  Documents.  Pricing  provided by Keating for Carpeting is per
square  yard  and  pricing  for Wall Covering is per lineal yard. Widths of Wall
Covering  included  are  in  accordance with the NODA Book Issued in addendum 3.
Contractor  has  included  the  materials  purchasing,  warehouse  storage  (if
applicable), freight to the job site, and installation of each item above unless
otherwise  noted.
     2.     All  wall-hung  items  shall  be  shipped with mounting clips and/or
cleats  attached.
     3.     All  furniture  items  shall be shipped fully assembled and boxed so
that  no  job  site  assembly  will  be  required.
     4.     Warranty  on  all  items purchased from Owner supplied manufacturers
and  suppliers  must  be  the  same  as  those required of the Contractor by the
contract  documents.
     5.     All  electrical lamps must be shipped with electrical cords attached
and  with  no  cord  shortening  required.
     6.     The  making of beds, stocking of hotel linens and additional cleanup
of  rooms  and bathrooms will be by the hotel maid staff.  Contractor will leave
rooms  free  of  all  trash  and will have performed a final cleaning during the
punch  list.
     7.     All  FF&E  pricing provided for the drapes and bedspreads by Keating
is  assumed  to include the fabrication, drapery tracks, and installation of the
tracks  and  drapes.
     8.     Seaming  of the carpeting for elevator lobbies is to be performed by
the  carpet  manufacturer, not by installer at the job site.  Contractor assumes
material  unit  prices  provided  by  Keating  include  this  work.
     9.     Contractor  assumes  carpeting  for  rooms  will be manufactured and
shipped  in  13'-6"  widths.
     10.     Waterproofing  membrane under ceramic tile is included only beneath
Handicap  Shower  and  Bathroom  floors.
     11.     Contractor  will provide MDF trim in lieu of specified lumber trim.
     12.     Contractor  has  included  FRG  surrounds,  room  dividers,  etc.
     13.     NODA  as  Interior  Designer  will  remain  the Owner's consultant.




<PAGE>
                                    EXHIBIT E
                                    ---------

                                    Schedule
                                    --------

     The  following  schedule  sets  forth the Contractor's estimate of the time
necessary  to  complete  the  various  components  of the Work, and shall not be
                                                                          ---
construed  or  interpreted  as  altering,  revising  or  otherwise  changing the
Substantial  Completion  Date  identified  in  Exhibit  A  to  the  Agreement.


<PAGE>
                                    EXHIBIT F
                                    ---------

                          Owner's Permits and Licenses
                          ----------------------------


-     Pay  City  of  Black  Hawk  building  permit  fees.

-     Pay  fees  for  City  of  Black  Hawk's  building  code review consultant.

-     Pay  fire  impact  fees.

-     Pay  police  impact  fees.

-     Pay  water  system  development  fees.

-     Pay  water  tap  fees.

-     Pay  sewer  tap  fees.




<PAGE>
                                    EXHIBIT G
                                    ---------

                    Equipment/Material Responsibility Matrix
                    ----------------------------------------


     The  Contractor  shall  afford  the  Owner  and  its  separate  contractors
opportunity and access for storage and installation of the Owner Furnished FF&E,
and  shall  connect  and  coordinate its Work with the work of the Owner and its
separate  contractors.

     The  matrix  set  forth  on  the  following  pages  identifies the parties'
obligations  as  to  the  furnishing  and  installation  of  various  furniture,
fixtures,  and  equipment.

     Any  amounts  referenced  in the following pages of this Exhibit are merely
cost  estimates  and  shall  not  be  construed  or  interpreted  as allowances.




<PAGE>
                                    EXHIBIT H
                                    ---------

                                 Subcontractors
                                 --------------