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                                   [AIA LOGO]
                                                                    EXHIBIT 10.1

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                               AIA DOCUMENT B141

                       STANDARD FORM OF AGREEMENT BETWEEN
                              OWNER AND ARCHITECT

                                  1987 EDITION

       THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
   AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.
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AGREEMENT
made as of the Twenty-Four day of October in the year of Nineteen Hundred and
Ninety Six

BETWEEN the Consultant: (All further reference to owner in this agreement shall
(Name and Address)      be Consultant)
                                Inland Casino Corporation
                                4225 Executive Square, Suite 1650
                                La Jolla, CA 92037
and the Architect:
(Name and Address)              Gaming Environments Design, Inc.
                                1813 130th Ave NE, Suite 220
                                Bellevue, WA 98005
For the following Project:
(Include detailed description of Project, location, address and scope)

                                KLA-MO-YA Falls Casino located in Chiloquin,
                                Oregon on Hwy. 97. Approximately 16,000 SF metal
                                building with a metal roof and wood siding with
                                a stone base. Included is a port coshere a
                                buffet style restaurant, and offices. The casino
                                will house approximately 300 gaming machines, 6
                                blackjack tables, and 4 poker tables.

The Owner and Architect agree as set forth below.
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     Copyright 1917, 1926, 1948, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1974,
     1977, (C)1987 by the American Institute of Architects, 1735 New York
     Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein
     or substantial quotation of its provisions without written permission of
     the AIA violates the copyright laws of the United States and will be
     subject to legal prosecution.
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AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT -
FOURTEENTH EDITION - AIA(R) - (C)1987 THE AMERICAN INSTITUTE
OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006                                            B141-1987   1

  WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND IS SUBJECT
                             TO LEGAL PROSECUTION.
<PAGE>   2
                                 EDITOR'S NOTE

From time to time, the AIA makes minor corrections and clarifications in its
documents as they are reprinted. Changes in the 7/88 reprinting of the 1987
edition of B141 were made in Subparagraphs 2.6.1 and 11.3.2. Changes in this
6/92 reprinting were made in Subparagraph 2.6.10 and Paragraph 4.5. See Section
C of the Instruction Sheet for a detailed description of these changes.
<PAGE>   3
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         TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
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                                   ARTICLE 1
                          ARCHITECT'S RESPONSIBILITIES

1.1     ARCHITECT'S SERVICES

1.1.1   The Architect's services consist of those services performed by the
Architect, Architect's employees and Architect's consultants as enumerated in
Articles 2 and 3 of this Agreement and any other services included in Article
12.

1.1.2   The Architect's services shall be performed as expeditiously as is
consistent with professional skill and care and the orderly progress of the
Work. Upon request of the Owner, the Architect shall submit for the Owner's
approval a schedule for the performance of the Architect's services which may be
adjusted as the Project proceeds, and shall include allowances for periods of
time required for the Owner's review and for approval of submissions by
authorities having jurisdiction over the Project. Time limits established by
this schedule approved by the Owner shall not, except for reasonable cause, be
exceeded by the Architect or Owner.

1.1.3   The services covered by this Agreement are subject to the time
limitations contained in Subparagraph 11.5.1.

                                   ARTICLE 2
                      SCOPE OF ARCHITECT'S BASIC SERVICES

2.1     DEFINITION

2.1.1   The Architect's Basic Services consist of those described in Paragraphs
2.2 through 2.6 and any other services identified in Article 12 as part of Basic
Services, and include normal structural, mechanical and electrical engineering
services.

2.2     SCHEMATIC DESIGN PHASE

2.2.1   The Architect shall review the program furnished by the Owner to
ascertain the requirements of the Project and shall arrive at a mutual
understanding of such requirements with the Owner.

2.2.2   The Architect shall provide a preliminary evaluation of the Owner's
program, schedule and construction budget requirements, each in terms of the
other, subject to the limitations set forth in Subparagraph 5.2.1.

2.2.3   The Architect shall review with the Owner alternative approaches to
design and construction of the Project.

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

2.2.5   The Architect shall submit to the Owner a preliminary estimate of
Construction Cost based on current area, volume or other unit costs.

2.3     DESIGN DEVELOPMENT PHASE

2.3.1   Based on the approved Schematic Design Documents and any adjustments
authorized by the Owner in the program, schedule or construction budget, the
Architect shall prepare, for approval by the Owner, Design Development Documents
consisting of drawings and other documents to fix and describe the size and
character of the Project as to architectural, structural, mechanical and
electrical systems, materials and such other elements as may be appropriate.

2.3.2   The Architect shall advise the Owner of any adjustments to the
preliminary estimate of Construction Cost.

2.4     CONSTRUCTION DOCUMENTS PHASE

2.4.1   Based on the approved Design Development Documents and any further
adjustments in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Architect shall prepare, for approval by the Owner,
Construction Documents consisting of Drawings and Specifications setting forth
in detail the requirements for the construction of the Project.

2.4.2   The Architect shall assist the Owner in the preparation of the necessary
bidding information, bidding forms, the Conditions of the Contract, and the form
of Agreement between the Owner and Contractor.

2.4.3   The Architect shall advise the Owner of any adjustments to previous
preliminary estimates of Construction Cost indicated by changes in requirements
or general market conditions.

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

2.5     BIDDING OR NEGOTIATION PHASE


2.5.1   The Architect, following the Owner's approval of the Construction
Documents and of the latest preliminary estimate of Construction Cost, shall
assist the Owner in obtaining bids or negotiated proposals and assist in
awarding and preparing contracts for construction.

2.6     CONSTRUCTION PHASE--ADMINISTRATION OF THE CONSTRUCTION CONTRACT

2.6.1   The Architect's responsibility to provide Basic Services for the
Construction Phase under this Agreement commences with the award of the Contract
for Construction and terminates at the earlier of the issuance to the Owner of
the final Certificate for Payment or 60 days after the date of Substantial
Completion of the Work.

2.6.2   The Architect shall provide administration of the Contract for
Construction as set forth below and in the edition of AIA Document A201, General
Conditions of the Contract for Construction, current as of the date of this
Agreement, unless otherwise provided in this Agreement.

2.6.3   Duties, responsibilities and limitations of authority of the Architect
shall not be restricted, modified or extended without written agreement of the
Owner and Architect with consent of the Contractor, which consent shall not be
unreasonably withheld.

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AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT -                     B141-1987  2
FOURTEENTH EDITION  - AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 
1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006

       WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND
                        IS SUBJECT TO LEGAL PROSECUTION.
<PAGE>   4
2.6.4   The Architect shall be a representative of and shall advise and consult
with the Owner (1) during construction until final payment to the Contractor is
due, and (2) as an Additional Service at the Owner's direction from time to time
during the correction period described in the Contract for Construction. The
Architect shall have authority to act on behalf of the Owner only to the extent
provided in this Agreement unless otherwise modified by written instrument.

2.6.5   The Architect shall visit the site at intervals appropriate to the state
of construction or as otherwise agreed by the Owner and Architect in writing to
become generally familiar with the progress and quality of the Work completed
and to determine in general if the Work is being performed in a manner
indicating that the Work when completed will be in accordance with the Contract
Documents. However, the Architect shall not be required to make exhaustive or
continuous on-site inspections to check the quality or quantity of the Work. On
the basis of on-site observations as an architect, the Architect shall keep the
Owner informed of the progress and quality of the Work, and shall endeavor to
guard the Owner against defects and deficiencies in the Work. (More extensive
site representation may be agreed to as an Additional Service, as described in
Paragraph 3.2.)

2.6.6   The Architect shall not have control over or charge of and shall not be
responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the Work,
since these are solely the Contractor's responsibility under the Contract for
Construction. The Architect shall not be responsible for the Contractor's
schedules or failure to carry out the Work in accordance with the Contract
Documents. The Architect shall not have control over or charge of acts or
omissions of the Contractor, Subcontractors, or their agents or employees, or of
any other persons performing portions of the Work.

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

2.6.8   Except as may otherwise be provided in the Contract Documents or when
direct communications have been specially authorized, the Owner and Contractor
shall communicate through the Architect. Communications by and with the
Architect's consultants shall be through the Architect.

2.6.9   Based on the Architect's observations and evaluations of the
Contractor's Applications for Payment, the Architect shall review and certify
the amounts due the Contractor.

2.6.10  The Architect's certification for payment shall constitute a
representation to the Owner, based on the Architect's observations at the site
as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's
Application for Payment, that, to the best of the Architect's knowledge,
information and belief, the Work has progressed to the point indicated and the
quality of Work is in accordance with the Contract Documents. The foregoing
representations are subject to an evaluation of the Work for conformance with
the Contract Documents upon Substantial Completion, to results of subsequent
tests and inspections, to minor deviations from the Contract Documents
correctable prior to completion and to specific qualifications expressed by the
Architect. The issuance of a Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount
certified. However, the issuance of a Certificate for Payment shall not be a
representation that the Architect has (1) made exhaustive or continuous on-site
inspections to check the quality or quantity of the Work, (2) reviewed
construction means, methods, techniques, sequences or procedures, (3) reviewed
copies of requisitions received from Subcontractors and material suppliers and
other data requested by the Owner to substantiate the Contractor's right to
payment or (4) ascertained how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum.

2.6.11  The Architect shall have authority to reject Work which does not conform
to the Contract Documents. Whenever the Architect considers it necessary or
advisable for implementation of the intent of the Contract Documents. Whenever
the Architect considers it necessary or advisable for implementation of the
intent of the Contract Documents, the Architect will have authority to require
additional inspection or testing of the Work in accordance with the provisions
of the Contract Documents, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Architect nor a decision made
in good faith either to exercise or not to exercise such authority shall give
rise to a duty or responsibility of the Architect to the Contractor,
Subcontractors, material and equipment suppliers, their agents or employees or
other persons performing portions of the Work.

2.6.12  The Architect shall review and approve or take other appropriate action
upon Contractor's submittals such as Shop Drawings, Product Data and Samples,
but only for the limited purpose of checking for conformance with information
given and the design concept expressed in the Contract Documents. The
Architect's action shall be taken with such reasonable promptness as to cause no
delay in the Work or in the construction of the Owner or of separate
contractors, while allowing sufficient time in the Architect's professional
judgment to permit adequate review. Review of such submittals is not conducted
for the purpose of determining the accuracy and completeness of other details
such as dimensions and quantities or for substantiating instructions for
installation or performance of equipment or systems designed by the Contractor,
all of which remain the responsibility of the Contractor to the extent required
by the Contract Documents. The Architect's review shall not constitute approval
of safety precautions or, unless otherwise specifically stated by the Architect,
of construction means, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate approval of an
assembly of which the item is a component. When professional certification of
performance characteristics of materials, systems or equipment is required by
the Contract Documents, the Architect shall be entitled to rely upon such
certification to establish that the materials, systems or equipment will meet
the performance criteria required by the Contract Document.

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

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


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3  B141-1987                    AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT -
                                         FOURTEENTH EDITION  - AIA(R) - (C)1987
                                          THE AMERICAN INSTITUTE OF ARCHITECTS, 
                                                    1735 NEW YORK AVENUE, N.W.,
                                                         WASHINGTON, D.C. 20006

       WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND
                        IS SUBJECT TO LEGAL PROSECUTION.
<PAGE>   5
2.6.15  The Architect shall interpret and decide matters concerning performance
of the Owner and Contractor under the requirements of the Contract Documents on
written request of either the Owner or Contractor. The Architect's response to
such requests shall be made with reasonable promptness and within any time
limits agreed upon.

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

2.6.17  The Architect's decisions on matters relating to aesthetic effect shall
be final if consistent with the intent expressed in the Contract Documents.

2.6.18  The Architect shall render written decisions within a reasonable time
on all claims, disputes or other matters in question between the Owner and
Contractor relating to the execution or progress of the Work as provided in the
Contract Documents.

2.6.19  The Architect's decisions on claims, disputes or other matters,
including those in question between the Owner and Contractor, except for those
relating to aesthetic effect as provided in Subparagraph 2.6.17, shall be
subject to arbitration as provided in this Agreement and in the Contract
Documents.

                                   ARTICLE 3
                              ADDITIONAL SERVICES

3.1     GENERAL

3.1.1   The services described in this Article 3 are not included in Basic
Services unless so identified in Article 12, and they shall be paid for by the
Owner as provided in this Agreement, in addition to the compensation for Basic
Service. The services described under Paragraphs 3.2 and 3.4 shall only be
provided if authorized or confirmed in writing by the Owner. If services
described under Contingent Additional Services in Paragraph 3.3 are required
due to circumstances beyond the Architect's control, the Architect shall notify
the Owner prior to commencing such services. If the Owner deems that such
services described under Paragraph 3.3 are not required, the Owner shall give
prompt written notice to the Architect. If the Owner indicates in writing that
all or part of such Contingent Additional Services are not required, the
Architect shall have no obligation to provide those services.

3.2     PROJECT REPRESENTATION BEYOND BASIC SERVICES

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

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

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

3.3     CONTINGENT ADDITIONAL SERVICES

3.3.1   Making revisions in Drawings, Specifications or other documents when
such revisions are:

        .1   inconsistent with approvals or instructions previously given by the
             Owner, including revisions made necessary by adjustments in the
             Owner's program or Project budget;
        
        .2   required by the enactment or revision of codes, laws or regulations
             subsequent to the preparation of such documents; or

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

3.3.2   Providing services required because of significant changes in the
Project including, but not limited to, size, quality, complexity, the Owner's
schedule, or the method of bidding or negotiating and contracting for
construction, except for services required under Subparagraph 5.2.5.

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

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

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

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

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

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

3.3.9   Preparing documents for alternate, separate or sequential bids or
providing services in connection with bidding, negotiation or construction
prior to the completion of the Construction Documents Phase.

3.4     OPTIONAL ADDITIONAL SERVICES

3.4.1   Providing analyses of the Owner's needs and programming the
requirements of the Project.

3.4.2   Providing financial feasibility or other special studies.

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

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AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT -                     B141-1987  4
FOURTEENTH EDITION  - AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 
1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006

       WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND
                        IS SUBJECT TO LEGAL PROSECUTION.
<PAGE>   6
3.4.4   Providing special surveys, environmental studies and submissions
required for approvals of governmental authorities or others having
jurisdiction over the Project.

3.4.5   Providing services relative to future facilities, systems and equipment.

3.4.6   Providing services to investigate existing conditions or facilities or
to make measured drawings thereof.

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

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

3.4.9   Providing services in connection with the work of a construction
manager or separate consultants retained by the Owner.

3.4.10  Providing detailed estimates of Construction Cost.

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

3.4.12  Providing analyses of owning and operating costs.

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

3.4.14  Providing services for planning tenant or rental spaces.

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

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

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

3.4.18  Providing services after issuance to the Owner of the final Certificate
for Payment, or in the absence of a final Certificate for Payment, more than 60
days after the date of Substantial Completion of the Work.

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

3.4.20  Providing any other services not otherwise included in this Agreement
or not customarily furnished in accordance with generally accepted
architectural practice.


                                   ARTICLE 4

                            OWNER'S RESPONSIBILITIES

4.1     The Owner shall provide full information regarding requirements for the
Project, including a program which shall set forth the Owner's objectives,
schedule, constraints and criteria, including space requirements and
relationships, flexibility, expandability, special equipment, systems and site
requirements.

4.2     The Owner shall establish and update an overall budget for the Project,
including the Construction Cost, the Owner's other costs and reasonable
contingencies related to all of these costs.

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

4.4     The Owner shall designate a representative authorized to act on the
Owner's behalf with respect to the Project. The Owner or such authorized
representative shall render decisions in a timely manner pertaining to
documents submitted by the Architect in order to avoid unreasonable delay in
the orderly and sequential progress of the Architect's services.

4.5     The Owner shall furnish surveys describing physical characteristics,
legal limitations and utility locations for the site of the Project, and a
written legal description of the site. The surveys and legal information shall
include, as applicable, grades and lines of streets, alleys, pavements and
adjoining property and structures; adjacent drainage, right-of-way,
restrictions, easements, encroachments, zoning, deed restrictions, boundaries
and contours of the site, locations, dimensions and necessary data pertaining
to existing buildings, other improvements and trees; and information concerning
available utility services and lines, both public and private, above and below
grade, including inverts and depths. All the information on the survey shall be
referenced to a Project benchmark.

4.6     The Owner shall furnish the services of geotechnical engineers when
such services are requested by the Architect. Such services may include but are
not limited to test borings, test pits, determinations of soil bearing values,
percolation tests, evaluations of hazardous materials, ground corrosion and
resistivity tests, including necessary operations for anticipating subsoil
conditions, with reports and appropriate professional recommendations.

4.6.1   The Owner shall furnish the services of other consultants when such
services are reasonably required by the scope of the Project and are requested
by the Architect.

4.7     The Owner shall furnish structural, mechanical, chemical, air and water
pollution tests, tests for hazardous materials, and other laboratory and
environmental tests, inspections and reports required by law or the Contract
Documents.

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

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

4.10    Prompt written notice shall be given by the Owner to the Architect if
the Owner becomes aware of any fault or defect in the Project or nonconformance
with the Contract Documents.

4.11    The proposed language of certificates or certifications requested of
the Architect or Architect's consultants shall be submitted to the Architect
for review and approval at least 14 days prior to execution. The Owner shall
not request certifications that would require knowledge or services beyond the
scope of this Agreement.
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5  B141-1987                    AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT -
                                         FOURTEENTH EDITION  - AIA(R) - (C)1987
                                          THE AMERICAN INSTITUTE OF ARCHITECTS, 
                                                    1735 NEW YORK AVENUE, N.W.,
                                                         WASHINGTON, D.C. 20006

       WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND
                        IS SUBJECT TO LEGAL PROSECUTION.
<PAGE>   7
                                   ARTICLE 5
                               CONSTRUCTION COST

5.1     DEFINITION

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

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

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

5.2     RESPONSIBILITY FOR CONSTRUCTION COST

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

5.2.2   No fixed limit of Construction Cost shall be established as a condition
of this Agreement by the furnishing, proposal or establishment of a Project
budget, unless such fixed limit has been agreed upon in writing and signed by
the parties hereto. If such a fixed limit has been established, the Architect
shall be permitted to include contingencies for design, bidding and price
escalation, to determine what materials, equipment, component systems and types
of construction are to be included in the Contract Documents, to make reasonable
adjustments in the scope of the Project and to include in the Contract Documents
alternative bids to adjust the Construction Cost to the fixed limit. Fixed
limits, if any, shall be increased in the amount of an increase in the Contract
Sum occurring after execution of the Contract for Construction.

5.2.3   If the Bidding or Negotiation Phase has not commenced within 90 days
after the Architect submits the Construction Documents to the Owner, any
Project budget or fixed limit of Construction Cost shall be adjusted to reflect
changes in the general level of prices in the construction industry between the
date of submission of the Construction Documents to the Owner and the date on
which proposals are sought.

5.2.4   If a fixed limit of Construction Cost (adjusted as provided in
Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated
proposal, the Owner shall:

        .1      give written approval of an increase in such fixed limit;

        .2      authorize rebidding or renegotiating of the Project within a
                reasonable time;

        .3      if the Project is abandoned, terminate in accordance with
                Paragraph 8.3; or

        .4      cooperate in revising the Project scope and quality as required
                to reduce the Construction Cost.

5.2.5   If the Owner chooses to proceed under Clause 5.2.4.4. the Architect,
without additional charge, shall modify the Contract Documents as necessary to
comply with the fixed limit, if established as a condition of this Agreement.
The modification of Contract Documents shall be the limit of the Architect's
responsibility arising out of the establishment of a fixed limit. The Architect
shall be entitled to compensation in accordance with this Agreement for all
services performed whether or not the Construction Phase is commenced.


                                   ARTICLE 6
        USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS

6.1     The Drawings, Specifications and other documents prepared by the
Architect for this Project are instruments of the Architect's service for use
solely with respect to this Project and, unless otherwise provided, the
Architect shall be deemed the author of these documents and shall retain all
common law, statutory and other reserved rights, including the copyright. The
Owner shall be permitted to retain copies, including reproducible copies, of
the Architect's Drawings, Specifications and other documents for information
and reference in connection with the Owner's use and occupancy of the Project.
The Architect's Drawings, Specifications or other documents shall not be used
by the Owner or others on other projects, for additions to this Project or for
completion of this Project by others, unless the Architect is adjudged to be in
default under this Agreement, except by agreement in writing and with
appropriate compensation to the Architect.

6.2     Submission or distribution of documents to meet official regulatory
requirements or for similar purposes in connection with the Project is not to
be construed as publication in derogation of the Architect's reserved rights.


                                   ARTICLE 7
                                  ARBITRATION

7.1     Claims, disputes or other matters in question between the parties to
this Agreement arising out of or relating to this Agreement or breach thereof
shall be subject to and decided by arbitration in accordance with the
Construction Industry Arbitration Rules of the American Arbitration Association
currently in effect unless the parties mutually agree otherwise.

7.2     Demand for arbitration shall be filed in writing with the other party
to this Agreement and with the American Arbitration Association. A demand for
arbitration shall be made within a reasonable time after the claim, dispute or
other matter in question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be
barred by the applicable statutes of limitations.

7.3     No arbitration arising out of or relating to this Agreement shall
include, by consolidation, joinder or in any other manner, an additional person
or entity not a party to this Agreement,
--------------------------------------------------------------------------------

AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT -                    B141-1987  6 
FOURTEENTH EDITION  - AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 
1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006

       WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND
                        IS SUBJECT TO LEGAL PROSECUTION.
<PAGE>   8
except by written consent containing a specific reference to this Agreement
signed by the Owner, Architect, and any other person or entity sought to be
joined. consent to arbitration involving an additional person or entity shall
not constitute consent to arbitration of any claim, dispute or other manner in
question not described in the written consent or with a person or entity not
named or described therein. The foregoing agreement to arbitrate and other
agreements to arbitrate with an additional person or entity duly consented to
by the parties to this Agreement shall be specifically enforceable in
accordance with applicable law in any court having jurisdiction thereof.

7.4     The award rendered by the arbitrator or arbitrators shall be final, and
judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof.

                                   ARTICLE 8
                     TERMINATION, SUSPENSION OR ABANDONMENT

8.1     This Agreement may be terminated by either party upon not less than
seven days' written notice should the other party fail substantially to perform
in accordance with the terms of this Agreement through no fault of the party
initiating the termination.

8.2     If the Project is suspended by the Owner for more than 30 consecutive
days, the Architect shall be compensated for services performed prior to notice
of such suspension. When the Project is resumed, the Architect's compensation
shall be equitably adjusted to provide for expenses incurred in the
interruption and resumption of the Architect's services.

8.3     This Agreement may be terminated by the Owner upon not less than seven
days' written notice to the Architect in the event that the Project is
permanently abandoned. If the Project is abandoned by the Owner for more than
90 consecutive days, the Architect may terminated this Agreement by giving
written notice.

8.4     Failure of the Owner to make payments to the Architect in accordance
with this Agreement shall be considered substantial nonperformance and cause
for termination.

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

8.6     In the event of termination not the fault of the Architect, the
Architect shall be compensated for services performed prior to termination,
together with Reimbursable Expenses then due and all Termination Expenses as
defined in Paragraph 8.7.

8.7     Termination Expenses are in addition to compensation for Basic and
Additional Services, and include expenses which are directly attributable to
termination. Termination Expenses shall be computed as a percentage of the
local compensation for Basic Services and Additional Services earned to the
time of termination, as follows:

        .1  Twenty percent of the total compensation for Basic and Additional
            Services earned to date if termination occurs before or during the
            predesign, site analysis, or Schematic Design Phases; or

        .2  Ten percent of the total compensation for Basic and Additional
            Services earned to date if termination occurs during the Design
            Development Phased; or

        .3  Five percent of the total compensation for Basic and Additional
            Services earned to  date if termination occurs during any subsequent
            phase.

                                   ARTICLE 9
                            MISCELLANEOUS PROVISIONS

9.1     Unless otherwise provided, this Agreement shall be governed by the law
of the principal place of business of the Architect.

9.2     Terms in this Agreement shall have the same meaning as those in AIA
Document A201, General Conditions of the Contract for Construction, current as
of the date of this Agreement.

9.3     Causes of action between the parties to this Agreement pertaining to
acts or failures to act shall be deemed to have accrued and the applicable
statutes of limitations shall commence to run not later than either the date of
Substantial Completion for acts or failures to act occurring prior to
Substantial Completion, or the date of issuance of the final Certificate for
Payment for acts or failures to act occurring after Substantial Completion.

9.4     The Owner and Architect waive all rights against each other and
against the contractors, consultants, agents and employees of the other for
damages, but only to the extent covered by property insurance during
construction, except such rights as they may have to the proceeds of such
insurance as set forth in the edition of AIA Document A201, General Conditions
of the Contract for Construction, current as of the date of this Agreement. The
Owner and Architect each shall require similar waivers from their contractors,
consultants and agents.

9.5     The Owner and Architect, respectively, bind themselves, their partners,
successors, assigns and legal representatives to the other party to this
Agreement and to the partners, successors, assigns and legal representatives of
such other party with respect to all covenants of this Agreement. Neither Owner
nor Architect shall assign this Agreement without the written consent of the
other.

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

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

9.8     Unless otherwise provided in this Agreement, the Architect and
Architect's consultants shall have no responsibility for the discovery,
presence, handling, removal or disposal of or exposure of persons to hazardous
materials in any form at the Project site, including but not limited to
asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic
substances.

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

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

7  B141-1987                    AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT -
                                         FOURTEENTH EDITION  - AIA(R) - (C)1987
                                          THE AMERICAN INSTITUTE OF ARCHITECTS, 
                                                    1735 NEW YORK AVENUE, N.W.,
                                                         WASHINGTON, D.C. 20006

       WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND
                        IS SUBJECT TO LEGAL PROSECUTION.
<PAGE>   9
the specific information considered by the Owner to be confidential or
proprietary. The Owner shall provide professional credit for the Architect on
the construction sign and in the promotional materials for the Project.

                                   ARTICLE 10
                           PAYMENTS TO THE ARCHITECT

10.1    DIRECT PERSONNEL EXPENSE

10.1.1  Direct Personnel Expense is defined as the direct salaries of the
Architect's personnel engaged on the Project and the portion of the cost of
their mandatory and customary contributions and benefits related thereto, such
as employment taxes and other statutory employee benefits, insurance, sick
leave, holidays, vacations, pensions and similar contributions and benefits.

10.2    REIMBURSABLE EXPENSES

10.2.1  Reimbursable Expenses are in addition to compensation for Basic and
Additional Services and include expenses incurred by the Architect and
Architect's employees and consultants in the interest of the Project, as
identified in the following Clauses.

10.2.1.1   Expense of transportation in connection with the Project; expenses
in connection with authorized out-of-town travel; long-distance communications,
and fees paid for securing approval of authorities having jurisdiction over the
Project.

10.2.1.2   Expense of reproductions, postage and handling of Drawings,
Specifications and other documents.

10.2.1.3   If authorized in advance by the Owner, expense of overtime work
requiring higher than regular rates.

10.2.1.4   Expense of renderings, models and mock-ups requested by the Owner.

10.2.1.5   Expense of additional insurance coverage or limits, including
professional liability insurance, requested by the Owner in excess of that
normally carried by the Architect and Architect's consultants.

10.2.1.6   Expense of computer-aided design and drafting equipment time when
used in connection with the Project.

10.3    PAYMENTS ON ACCOUNT OF BASIC SERVICES

10.3.1  An initial payment as set forth in Paragraph 11.1 is the minimum
payment under this Agreement.

10.3.2  Subsequent payments for Basic Services shall be made monthly and, where
applicable, shall be in proportion to services performed within each phase of
service, on the basis set forth in Subparagraph 11.2.2.

10.3.3  If and to the extent that the time initially established in
Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault
of the Architect, compensation for any services rendered during the additional
period of time shall be computed in the manner set forth in Subparagraph 11.3.2.

10.3.4  When compensation is based on a percentage of Construction Cost and any
portions of the Project are deleted or otherwise not constructed, compensation
for those portions of the Project shall be payable to the extent services are
performed on those portions, in accordance with the schedule set forth in
Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated
proposal, or (2) if no such bid or proposal is received, the most recent
preliminary estimate of Construction Cost or detailed estimate of Construction
Cost for such portions of the Project.

10.4    PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES

10.4.1  Payments on account of the Architect's Additional Services and for
Reimbursable Expenses shall be made monthly upon presentation of the
Architect's statement of services rendered or expenses incurred.

10.5    PAYMENTS WITHHELD

10.5.1  No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to
contractors, or on account of the cost of changes in he Work other than those
for which the Architect has been found to be liable.

10.6    ARCHITECT'S ACCOUNTING RECORDS

10.6.1  Records of Reimbursable Expenses and expenses pertaining to Additional
Services and services performed on the basis of a multiple of Direct Personnel
Expense shall be available to the Owner or the Owner's authorized representative
at mutually convenient times.

                                   ARTICLE 11
                             BASIS OF COMPENSATION

The Owner shall compensate the Architect as follows:

11.1    AN INITIAL PAYMENT of Twenty Thousands Dollars ($20,000) shall be made
upon execution of this Agreement and credited to the Owner's account at final
payment.

11.2    BASIC COMPENSATION

11.2.1  FOR BASIC SERVICES, as described in Article 2, and any other services
included in Article 12 as part of Basic Services, Basic Compensation shall be
computed as follows:

(Insert basis of compensation, including stipulated costs, multiples or
percentages, and identify plans to which particular methods of compensation
apply, if applicable).
        Stipulated sum

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

AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT -                     B141-1987  8
FOURTEENTH EDITION  - AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 
1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006

       WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND
                        IS SUBJECT TO LEGAL PROSECUTION.
<PAGE>   10
11.2.2  Where compensation is based on a stipulated sum or percentage of
Construction Cost, progress payments for Basic Services in each phase shall
total the following percentages of the total Basic Compensation payable:

(Insert additional phases as appropriate.)

        Kitchen Design:                $  9,000        
        Schematic Design Phase:        $ 15,300                  percent (15%)
        Design Development Phase:      $ 35,700                  percent (35%)
        Construction Documents Phase:  $ 30,600                  percent (30%)
        Bidding or Negotiation Phase:  $  4,080                  percent ( 4%)
        Construction Phase:            $ 16,320                  percent (16%)
        --------------------------------------------------------------------- 
        Total Basic Compensation:      $111,000     one hundred percent (100%)

11.3    COMPENSATION FOR ADDITIONAL SERVICES

11.3.1  FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in
Paragraph 3.2, compensation shall be computed as follows:

        Stipulated Sum plus 15%

11.3.2  FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3
and 12, other than (1) Additional Project Representation, as described in
Paragraph 3.2, and (2) services included in Article 12 as part of Basic
Services, but excluding services of consultants, compensation shall be computed
as follows:

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

        Principals              $85.00/hr.
        Project Architect       $65.00/hr.
        Technician I            $55.00/hr.
        Support Staff           $45.00/hr.

11.3.3  FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional
structural, mechanical and electrical engineering services and those provided
under Subparagraph 3.4.19 or identified in Article 12 as part of Additional
Services, a multiple of   N/A  (   ) times the amounts billed to the Architect
for such services.

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

11.4    REIMBURSABLE EXPENSES

11.4.1  FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any
other items included in Article 12 as Reimbursable Expenses, a multiple of One
point one five (1.15) times the expenses incurred by the Architect, the
Architect's employees and consultants in the interest of the Project.

11.5    ADDITIONAL PROVISIONS

11.5.1  IF THE BASIC SERVICES covered by this Agreement have not been completed
within Nine (9) months of the date hereof, through no fault of the Architect,
extension of the Architect's services beyond that time shall be compensated as
provided in Subparagraphs 10.3.3 and 11.3.2.

11.5.2  Payments are due and payable Thirty (30) days from the date of the
Architect's invoice. Amounts unpaid Forty-five (45) days after the invoice date
shall bear interest at the rate entered below, or in the absence thereof
at the legal rate prevailing from time to time at the principal place of
business of the Architect.

(Interest rate of interest agreed upon.)
        1.5%/month or 18%/year



-------------------------------------------------------------------------------
9  B141-1987          AIA DOCUMENT B141 o OWNER-ARCHITECT AGREEMENT o FOURTEENTH
               EDITION o AIA(R) o (c) 1987 THE AMERICAN INSTITUTE OF ARCHITECTS,
                              1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND IS SUBJECT TO
LEGAL PROSECUTION.


<PAGE>   11
11.5.3  The rules and multiples set forth for Additional Services shall be
annually adjusted in accordance with normal salary review practices of the 
Architect.


                                   ARTICLE 12
                          OTHER CONDITIONS OR SERVICES

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

Under separate contract to the owner will be the following consultants - chosen
by the architect and approved and compensated by the owner:
Civil Engineer
Structural Engineer
Electrical and Mechanical Engineer for the performance specification and 
reviewing subcontractor bids.

Other required consultants discussed and approved by the owner.


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


OWNER  Inland Casino Corporation        ARCHITECT  Gaming Environments
                                                   Design, Inc.

  /s/ DUNCAN EDWARDS                    /s/ JULIE ANNE LAWTON  Julie Anne Lawton
-----------------------------------     ----------------------------------------
(Signature)                             (Signature)     
                                                    Principal

 DUNCAN EDWARDS - CONSULTANTS AGENT     /s/ FREDERICK ALEXANDER LILLIAN
-----------------------------------     ----------------------------------------
(Principal name and title)              (Printed name and title)
                                                    Principal


[AIA LOGO]  CAUTION: YOU SHOULD SIGN AN ORIGINAL AIA DOCUMENT WHICH HAS THIS 
            CAUTION PRINTED IN RED. AN ORIGINAL ASSURES THAT CHANGES WILL NOT 
            BE OBSCURED AS MAY OCCUR WHEN DOCUMENTS ARE REPRODUCED.

-------------------------------------------------------------------------------
AIA DOCUMENT B141 o OWNER-ARCHITECT AGREEMENT o FOURTEENTH         B141-1987 10
EDITION o AIA(R) o (c) 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 
1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006

WARNING: UNLICENSED PHOTOCOPYING VIOLATES U.S. COPYRIGHT LAWS AND IS SUBJECT TO
LEGAL PROSECUTION.