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                  AGREEMENT BETWEEN OWNER AND ARCHITECT

Agreement is executed this:         November 14, 1997

and dated and effective as of:      January 1, 1996

BETWEEN:

the Owner:                    VENETIAN CASINO RESORT, LLC
                              3355 Las Vegas Boulevard, South
                              Las Vegas, Nevada 89109

and the Architect:            a collaboration between the firms of:
                              TSA of Nevada, LLP
                              WAT & G, Inc. Nevada

The Project:

            A mixed use hotel/casino complex (the "Project") which will be
constructed in two phases, most of which is generally described, with respect to
Phase I, in the Design Development documents dated March 31, 1997 and the
"Architectural Area Summary" dated June 20, 1997, and with respect to Phase II,
in the Square Footage Facilities Program attached hereto as Appendix A:

            Phase I (to be constructed on the south portion of the site) will
            have: a hotel tower with approximately 3,000 hotel suites; a podium
            structure which will contain a casino of approximately 100,000 gross
            square feet (gsf), banquet and meeting facilities, a showroom, and
            support spaces, which will be shared by this hotel and a Phase II
            hotel; a second level retail complex of approximately 485,000 gsf
            (approximately 250,000 sf of gross leasable area (gla)) with an
            upper






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                                                                               2

            retail level approximately 485,000 gsf (approximately 250,000
            gla); and a pool deck with public areas at the roof;
            a parking structure for approximately 3,500 to 4,500 vehicles; a
            two-level retail annex structure of approximately 28,000 gsf;
            expansion to the Sands Exposition Center; a central utility plant to
            serve both the south and north portions of the site; and site
            improvements and infrastructure related to both the north and south
            portions of the site. Phase II (to be constructed on the north
            portion of the site) will have: a second hotel tower with
            approximately 3,000 suites, substantially identical to the first
            phase hotel tower for those portions of the tower above the podium;
            a podium structure which will contain a casino of approximately
            100,000 gsf, a showroom, support spaces, which will be shared by
            this hotel and the Phase I hotel; a second level retail complex of
            approximately 265,000 gsf (approximately 150,000 sf of gla) with an
            upper retail level of approximately 265,000 gsf (approximately
            120,000 gla); and a pool deck with public areas at the roof; a
            parking structure for approximately 4,000 vehicles; and site
            improvements and infrastructure related to both the north and the
            south portions of the site. The site for this complex is the site of
            the former Sands Hotel/Casino.




<PAGE>


                                                                               3

            The Design Development Documents were, as scheduled, prepared and
submitted on March 31, 1997.

            The Owner and the Architect have agreed as set forth below.




<PAGE>











                  AGREEMENT BETWEEN OWNER AND ARCHITECT

                            TABLE OF CONTENTS

                                                                    Page

ARTICLE 1     ARCHITECT'S RESPONSIBILITIES.............................1

ARTICLE 2     SCOPE OF ARCHITECT'S BASIC SERVICES......................8

ARTICLE 3     ADDITIONAL SERVICES.....................................20

ARTICLE 4     OWNER'S RESPONSIBILITIES................................24

ARTICLE 5     CONSTRUCTION COST.......................................28

ARTICLE 6     USE OF ARCHITECT'S DRAWINGS
              AND OTHER DOCUMENTS.....................................29

ARTICLE 7     TERMINATION, SUSPENSION OR ABANDONMENT..................31

ARTICLE 8     MISCELLANEOUS PROVISIONS................................36

ARTICLE 9     PAYMENTS TO THE ARCHITECT...............................44

ARTICLE 10    BASIS OF COMPENSATION...................................51








                                   i


<PAGE>






APPENDICES

APPENDIX A       SQUARE FOOTAGE FACILITIES PROGRAM

APPENDIX B       FORM OF PAYMENT REQUEST

APPENDIX C       PROJECT DESIGN SCHEDULE

APPENDIX D       CONSULTANTS

APPENDIX E       DUTIES, RESPONSIBILITIES AND LIMITATIONS OF
                 AUTHORITY OF THE ARCHITECT'S PROJECT
                 REPRESENTATIVE

APPENDIX F       INSURANCE REQUIREMENTS

APPENDIX G       HOURLY BILLING RATE

APPENDIX H       CONSTRUCTION DOCUMENT PACKAGES

APPENDIX I       APPROVED ADDITIONAL SERVICES

APPENDIX J       ASSUMPTIONS


                                   ii


<PAGE>




                                                                               1

                    TERMS AND CONDITIONS OF AGREEMENT
                       BETWEEN OWNER AND ARCHITECT

                                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, the Architect's employees and the Architect's
consultants (the "Architect's Consultants") as enumerated in this Agreement.
Except as set forth in Appendix D, no Architect's Consultant shall be engaged by
Architect without Owner's prior written approval, provided that as of the
execution date of this Agreement, the identity of the Architect's Consultants
described in paragraph 2 of Appendix D and the terms of their engagement have
been approved by Owner. Whenever an Architect's Consultant performs any Basic
Service (as defined in Article 2.1), Architect shall be fully responsible for
the performance of such Basic Service in accordance with the provisions hereof
as if Architect itself had performed such Basic Service.

                  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. Because parts of the Project will proceed under a "fast
track" schedule, it is understood that the phases of service will overlap, and
construction of some Project components will commence before the completion of
Construction Documents (as defined in Article 2.5.1) for the applicable phase of
the Project. Supplementing




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                                                                               2

Article 1.1.7, the Architect shall use diligent, professional efforts to
minimize changes, inconsistencies, coordination errors, and similar problems
which may occur as a result of the fast track process.

                  1.1.3 The Architect's services hereunder include the
architectural and engineering services necessary to design the Project in
compliance with all laws, rules, codes, regulations, orders and ordinances of
any kind whatsoever issued or enacted by any governmental entity applicable to
or affecting the Project ("Legal Requirements") and, to the extent reasonably
required or reasonably requested by Owner or Owner's lenders, providing
certificates to any such governmental entity, Owner and/or Owner's lenders
attesting that to the best of Architect's information, knowledge and belief the
documents prepared by Architect or at Architect's direction comply with Legal
Requirements.

                  1.1.4 Architect has prepared and Owner has approved a project
design schedule (the "Schedule") for the performance of the Architect's services
and the services of Owner's Consultants. The Schedule was established based on
(a) the fact that construction on the south portion (Phase I) will precede
construction on the north portion (Phase II) and (b) the Owner's intent to
occupy Phase I of the Project during the second quarter of 1999, and the
Architect shall provide its services in strict conformity with these dates.
Bovis (as defined in Article 1.1.7) shall coordinate and integrate the Project
Schedule (as defined in the Bovis Agreement (as defined in Article 1.1.7)) with
the Schedule. The Schedule identifies the design tasks with estimated dates of
start and completion, relationships and dependencies, respon sibilities and
milestone dates, and is attached hereto as Appendix C. The Schedule




<PAGE>


                                                                               3

includes allowances for periods of time required for the Owner's review and
approvals, for the activities described in Article 1.1.7, and for approval of
submissions by authorities having jurisdiction over the Project. If the actual
period of time required for any such item is longer than the applicable
allowance by reason of any act or failure to act of any person or entity
(including Owner, Bovis and any Owner's Consultant or trade contractor) other
than Architect and Architect's Consultants, the Schedule shall be appropriately
adjusted, provided that Architect shall use diligent efforts to minimize the
impact and duration of any such delay. The Schedule shall be updated and
submitted by Architect to the Owner and Bovis for review and approval by Owner
(which approval shall not be unreasonably withheld) periodically based on the
Project demands and status to reflect current progress, additions, reductions,
and other changes to the scope of the Architect's and Owner's Consultants'
services. Architect shall comply with the Schedule, and if overtime work or any
other special actions are required in order for Architect to comply with the
Schedule, such work or other actions shall be at the expense of Architect.
Subject to certain limitations on liability expressly set forth in this
Agreement, and notwithstanding any of the foregoing, Architect shall in all
events be responsible for all delays attributable to breaches by Architect of
any provision hereof.

                  1.1.5 Owner intends to enter into contracts with various third
party consultants ("Owner's Consultants") to perform various design functions in
conjunction with Architect's services and/or to review Architect's services. All
amounts paid to Owner's Consultants shall not reduce Architect's compensation
hereunder. Owner's Consultants may include, without limitation, all consultants




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                                                                               4

described in paragraph 3 of Appendix D attached hereto. As a part of its duties,
the Architect shall assist the Owner in the selection of Owner's Consultants by
preparing requests for proposals, interviews, analysis of proposals, and
recommendations. After selection, the Architect shall cooperate with, schedule,
and coordinate the services and assist in the management of Owner's Consultants
as set forth in more detail below. If Architect complies with the preceding
sentence, Architect shall not be responsible for any delay in the Schedule
caused by acts or omissions of Bovis and Owner's Consultants. The Architect
shall advise the Owner regarding the quality, accuracy, timeliness, and
technical sufficiency of the services provided by Owner's Consultants; provided,
however, that the Owner recognizes that Owner's Consultants (and not Architect)
are ultimately responsible for their work. Architect shall review and recommend
payments to the Owner's Consultants, but shall not be responsible for their
payment.

                  1.1.6 In the process of performing the services set forth in
Articles 2.2-2.5, Architect shall issue drawings in accordance with the
Schedule. Copies of each drawing will be made available to Bovis, accompanied by
a transmittal letter stating which parties should receive a copy of such
drawing; Bovis, and not Architect, shall then be responsible for dissemination
to all such parties.

                  1.1.7 Architect's Relationship With Construction Manager.

                        (a)  Owner has entered into an agreement (the "Bovis
Agreement") with Lehrer McGovern Bovis, Inc. ("Bovis") pursuant to which Bovis
shall perform construction management services in connection with Phase I of the
Project.  Architect acknowledges and confirms that the Bovis Agreement provides
for




<PAGE>


                                                                               5

an at-risk Guaranteed Maximum Price ("GMP") for Phase I of the Project, that the
GMP will be adjusted from time-to-time, and that the GMP is based on certain
qualifications, assumptions, exclusions and allowances which may change from
time-to-time in accordance with the Bovis Agreement. The above-described
qualifications, assumptions, exclusions and allowances as of the execution date
of this Agreement that are relevant for purposes of this Agreement
(collectively, the "Assumptions") are attached to this Agreement as Exhibit J,
and Owner shall promptly inform Architect of any changes to the GMP or
Assumptions.

                        (b)   Unless otherwise directed by Owner, all
Construction Documents (as defined below) (including all revisions of same)
shall be consistent with the Assumptions then in effect and the approved Design
Development Documents (as defined below). Architect shall promptly advise Bovis
and Owner upon Architect becoming aware of any inconsistencies between one or
more of the Assumptions and the approved Design Development Documents, and shall
follow Owner's directions with respect to whether the Construction Documents
shall be consistent with such Assumptions or with the approved Design
Development Documents.

                        (c)   All drawings and other documents prepared by
Architect pursuant to Articles 2.3-2.5 (including all revisions of same)
(collectively, the "Drawings") shall be reviewed by Owner and Bovis, are subject
to Owner's approval and shall, subject to subsection 1.1.7(d), be revised as
Owner directs (all such approvals and directions to be in accordance with
Article 4.3). In addition, Bovis shall consult with Architect in connection with
the preparation of all Drawings




<PAGE>


                                                                               6

and shall supervise, manage and coordinate the "value engineering" process
pursuant to which, among other things, (i) Owner and Bovis shall provide
Architect with information that will enable Architect (to the extent feasible)
to prepare Drawings that are consistent with all allowances (as defined in the
Bovis Agreement) (subject to any changes desired by Owner), (ii) Architect shall
prepare Construction Documents in accordance with Article 1.1.7(b), (iii)
Architect shall study and consider cost savings, value engineering and similar
proposals made by Owner or Bovis, shall itself make such proposals as
appropriate, and shall, with Owner's approval, implement such proposals, (iv)
during the design phases of the Project, Architect shall promptly advise Owner
and Bovis in writing whenever, in Architect's best judgment as a design
professional familiar with the construction industry, the information contained
in a Drawing is inconsistent with any cost estimates or cost information
previously provided to Architect by Owner or Bovis, (v) whenever Architect makes
a modification to a Construction Document that has been "sealed" and submitted
to the applicable governmental authority, such modification shall "bubble" the
changes made, (vi) Architect shall, promptly following Architect's submission of
each Construction Document (or revision thereto) with respect to which the
foregoing clause (v) does not apply, and promptly following Architect's
submission of any revision of a Design Development Document, verbally describe
to Owner and Bovis, at a meeting attended by Owner, Bovis and Architect, all
material differences between such Construction Document and the approved Design
Development Document(s) covering the same components of the Project, or between
the revision and the prior version of the applicable Drawing, as applicable
(Owner acknowledging and




<PAGE>


                                                                               7

confirming that with respect to initial submissions of Construction Documents,
progressions, refinements and detailings that are natural when architectural
drawings advance from the design development phase to the construction phase are
not material differences for purposes of this clause (vi)), and shall promptly
prepare or cause the appropriate Architect's Consultants to promptly prepare
(and distribute to Owner and Bovis) a written list of all such material
differences covered by each such verbal description, and (vii) subject to
Section 2.6.7, whenever Bovis submits to Architect a plan, proposal,
specification, drawing or request for information or clarification, Architect
shall respond promptly, and in all events within seven (7) days, either
graphically or in writing (as appropriate), with such information,
clarification, approval, rejection or other decision, provided that if it is not
reasonably feasible for Architect to so respond within seven (7) days, Architect
shall, within such 7-day period, give Bovis a written explanation as to why such
response is not reasonably feasible, and shall in all events so respond within
seven (7) days after the expiration of said 7-day period. In addition, if Bovis
notifies Architect that (1) the implementation of a proposed Drawing would
violate applicable Legal Requirements, (2) any portion of a drawing is not
constructible, and/or (3) a Drawing is inconsistent with any of the Assumptions,
Architect shall, unless Owner otherwise directs, and taking into account all
advice and information given to it by Owner and Bovis, promptly (and in
accordance with the Schedule) revise the applicable Drawing as necessary and
appropriate so as to make it constructible and/or consistent with both the
Assumptions or Legal Requirements, as applicable, and Owner's requirements for
the Project, provided that if the notification from Bovis is made after the
applicable




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                                                                               8

Drawing has been approved by Owner, Architect shall not so revise such Drawing
unless requested to do so by Owner in writing in accordance with Article 4.3.
Architect shall cooperate and work with Owner and Bovis as contemplated by the
foregoing. Notwithstanding any term or provision of this Agreement, Owner
acknowledges that Architect shall have no obligation or legal responsibility
with respect to the establishment of the GMP, or any construction costs, pricing
or compliance with the GMP, except as expressly set forth in this Agreement.

                        (d)   Modifications of Drawings shall not be deemed an
Additional Service if either (i) Owner's direction to make such modification is
received (or, in the case of Article 2.5.2 only, the necessity to make such
modification first arises), before such Drawing is approved by Owner (unless,
with respect to a Construction Document, such modification involves a material
change in the design intent of the Project as indicated by the approved Design
Development Documents); (ii) such modification, in the case of a Design
Development Document, is not a change in quality or scope; or (iii) such
modification is necessitated by a change in Legal Requirements effectuated
before the applicable Drawing is approved by Owner or that Architect should, in
the exercise of due diligence, have anticipated.

                                ARTICLE 2

                   SCOPE OF ARCHITECT'S BASIC SERVICES

            2.1 Definition. The Architect's basic services ("Basic Services")
consist of those services described in Article 1, this Article 2 and all other
provisions




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                                                                               9

of this Agreement other than Article 3, and includes necessary and appropriate
structural, mechanical, plumbing and electrical engineering services.

            2.2 Pre-Schematic Design Phase. Prior to the execution of this
Agreement, Architect, beginning on January 2, 1996, provided Pre-Schematic
Design Services, including Master Planning, Programming and Thematic Design
under separate letter agreements dated February 1 and April 17, 1996. The Master
Plan, Program, and Theme Concept which were developed generally define the
requirements of each component of the Project and were approved by Owner prior
to the execution of this Agreement.

            2.3   Schematic Design Phase.

                  2.3.1 The Architect has provided a preliminary evaluation of
the Owner's program, planning, and schedule requirements, each in terms of the
other.

                  2.3.2 Supplementing Article 1.1.7, the Architect has prepared
and reviewed with the Owner alternative approaches to design and construction of
the Project and has submitted this information to Owner and Bovis in a
reasonable format. Architect has assisted, and shall continue to assist, in
evaluating the functional, cost, and time benefit of alternative approaches to
design and construction, whether such alternative was proposed by the Architect,
Bovis or by others.

                  2.3.3 Based on the mutually agreed upon Master Plan, Program,
and Theme Concept, and directions from Owner, Architect has prepared, and Owner
approved prior to the execution date of the Agreement, Schematic Design
Documents consisting of drawings and other documents to establish the scope and




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                                                                              10

quality of the Work, and illustrating the scale and relationship of Project
components. Subject to the provisions of Article 1.1.5, the Architect has
incorporated into the Schematic Design Documents the documentation and services
performed by Owner's Consultants.

                  2.3.4 Architect has engaged in a series of "charettes" with
Owner to complete the Schematic Design phase. Appropriate senor design staff of
Architect were available in Las Vegas during these periods.

            2.4   Design Development Documents Phase.

                  2.4.1 On March 31, 1997, the Architect submitted, 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 required or appropriate to complete the Project.
Subject to Owner's comments and clarifications, the Design Development Documents
have been approved by Owner and were based on the approved Schematic Design
Documents and directions from Owner and, subject to the provisions of Article
1.1.5, incorporated the documentation and services that at the time had been
performed by Owner's Consultants.

            2.5   Construction Documents Phase.

                  2.5.1 Based on the approved Design Development Documents and
the Assumptions then in effect, but subject to any contrary directions from
Owner, the Architect will proceed to prepare, for approval by Owner, the
Construction Documents (i.e., the (a) graphic and pictorial descriptions of the
Project,




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                                                                              11

showing the design, location and dimensions of each component thereof, generally
including plans, elevations, sections, details, schedules and diagrams and (b)
written requirements for materials, equipment, construction systems and
standards of workmanship) required to construct the Project and covering the
items set forth in Appendix H. Subject to the provisions of Article 1.1.5,
Architect shall incorporate into the Construction Documents the documentation
and services performed by Owner's Consultants.

                  2.5.2 If, during the Construction Documents or Construction
Phase Owner elects to utilize a proprietary system or component, or to furnish a
system or components for which final drawings and specifications will be
furnished by Bovis, a trade contractor or an Owner's Consultant, Owner agrees
that (a) such drawings and specifications shall bear the seal and signature of
an appropriately registered design professional, and (b) Architect shall not be
responsible for the accuracy, completeness, and technical sufficiency thereof.
However, Architect shall be responsible for coordinating such work into the
overall Project and the Construction Documents, provided that any modifications
to Drawings necessitated by such work shall be governed by Article 1.1.7(d).

                  2.5.3 Architect understands that the second (north) hotel
tower, to be constructed on the north portion of the site, will be substantially
similar to the first (south) hotel tower for those portions of the tower above
the podium; that construction of the north tower will begin later than the south
tower; and that it shall not be "fast tracked." Therefore, the Construction
Documents prepared for the design of the north hotel tower will reflect the
approved Phase I Construction Documents,




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                                                                              12

any design changes made or incorporated during the Construction Phase for Phase
I, and any further directions from Owner (which are likely to include a decision
by Owner that the entire exterior of the north tower will be designed with a
substantially different character and appearance than that of the south tower),
and shall be submitted to Owner for approval when requested by Owner.

            2.6   Construction Phase.

                  2.6.1 The Architect's responsibility to provide the Basic
Services for the Construction Phase under this Agreement commences as of the
date hereof and terminates, with respect to each phase of the Project, four (4)
months after the Substantial Completion Date (as defined below) of such phase
(but no later than August 21, 1999 for Phase I and the Phase II Outside Date (as
defined in Article 3.4) for Phase II). As used herein, "Substantial Completion
Date" shall mean the date, as agreed to by Owner and Bovis, on which substantial
completion of such phase was achieved.

                  2.6.2 The Architect shall, as directed by the Owner and in a
cooperative effort with Owner's Development Management Staff (as defined in
Article 8.13), provide administration of construction as set forth below.

                  2.6.3 The Architect shall visit the site at least once a week
(and shall cause Architect's Consultants to visit the site at least once a week
during the stages of construction pertinent to their disciplines) to become
generally familiar with the progress and quality of the Work 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




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                                                                              13

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 and any other available information, the Architect shall keep the
Owner informed of the progress and quality of the Work, and shall endeavor to
guard the Owner against, and inform the Owner of, defects and deficiencies in
the Work, and, upon request by the Owner, shall advise about remedial measures.
The Architect shall work in a cooperative effort with the Owner's Development
Management Staff to represent the Owner's interests in regard to the
construction of the Project.

                  2.6.4 The Architect shall not have control over or be in
charge of, nor be responsible for construction means, methods, techniques,
sequences or procedures, or for safety precautions and programs in connection
with the Work. The Architect shall not be responsible for Bovis' or any trade
contractor's schedules or failure to carry out the Work in accordance with the
Contract Documents not caused by Architect, but shall be required to notify the
Owner in writing if Architect learns of any such deviations. The Architect shall
not have control over or charge of acts or omissions of Bovis, trade
contractors, subcontractors, their agents or employees, or of any other persons
performing portions of the Work.

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

                  2.6.6 All communication from the Architect and Architect's
Consultants to Bovis shall be forwarded through Owner except for communications
pursuant to Article 1.1.7(c). Communications by and with the Architect's
Consultants




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                                                                              14

shall be through the Architect, and the Architect shall copy the Owner on all
communications with Architect's Consultants and Owner's Consultants.

                  2.6.7 The Architect shall review and approve or take other
appropriate action upon submittals by Bovis such as Shop Drawings, Product Data
and Samples, but only for the limited purpose of checking for conformance with
the Contract Documents. Pursuant to Section 3.3.25 of the Bovis Agreement, (a)
Bovis shall receive and review all Shop Drawings, Product Data and Samples prior
to their submission to Architect for the purpose of checking for general
conformance with the Contract Documents; (b) if any such submittal is deemed to
be in such general conformance, Bovis shall promptly forward it to Architect;
and (c) if any such submission is deemed to not be in such general conformance,
it shall be returned to the applicable trade contractor for correction and
resubmittal to Bovis. The Architect shall take action based upon a mutually
agreeable schedule prepared by Bovis for shop drawing submission and approval.
This schedule shall be updated as appropriate to reflect the actual progress of
the Work. The Architect will use its best effort and judgment to act on all
submittals within fourteen (14) days of receipt of each appropriately
transmitted submission, and within seven (7) days of receipt of each
appropriately transmitted resubmission. To the extent that submissions are
deemed to be partial or incomplete, they shall be returned to Bovis for
resubmittal upon proper completion by the applicable trade contractor. Review of
such submittals is not conducted for the purpose of substantiating instructions
for installation or performance of equipment or systems designed by Bovis or a
trade contractor, all of which are not the responsibility of Architect. In
addition, the following are also not the




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                                                                              15

responsibility of Architect in connection with Architect's review of such
submittals: (i) determining and verifying all materials, field measurement and
field construction criteria related to such submittals; (ii) checking such
submittals and calculations for complete dimensional accuracy; (iii)
coordinating the work covered by such submittals; (iv) checking to insure that
work contiguous with and having bearing on the Work shown on such submittals is
accurate and clearly shown; and (v) checking that the applicable equipment will
fit into the assigned spaces. The Architect's review shall not constitute
approval of safety precautions, 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
Documents.

                  2.6.8 Architect shall advise Owner whenever Architect
considers it necessary or desirable to recommend additional inspection or
testing of the Work, whether or not such Work is fabricated, installed or
completed.

                  2.6.9 The Architect shall, if requested, assist the Owner in
(a) the selection of trade contractors and (b) evaluating Bovis' proposals in
connection with Scope Changes (as defined in the Bovis Agreement).

                  2.6.10 The Architect shall conduct site visits to assist the
Owner in determining the date or dates of Substantial Completion and the date or
dates of Final Completion for each or designated portions of each phase of the




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                                                                              16

Project. At Owner's written request, Architect shall receive and forward to
Owner for Owner's review all records, written warranties and related documents
required by the Contract Documents and assembled by Bovis. During the
Construction Phase of each phase of the Project, the Architect shall timely
execute and deliver (a) any certificates (but not so-called "certificates of
payment") reasonably required or requested by Lender (as defined in Article
8.6(d)) as part of Lender's disbursement process and (b) a certificate of
substantial completion with respect to each trade contract.

            2.7   Other Basic Services.

                  2.7.1 Architect shall be represented and participate in
periodic Project review meetings to be held, at the Owner's discretion, in Las
Vegas, Nevada or in the offices of either of the entities constituting
Architect. Accurate minutes shall be taken by Architect to identify action items
with responsibilities and times to complete and such minutes shall be promptly
forwarded to Owner and anyone else designated by Owner. It is also the
responsibility of Architect to disseminate pertinent information regarding the
Project to the appropriate project team members.

                  2.7.2 (a) Architect shall assist the Owner in preparing a
definitive Program for the Complex, drawing upon the knowledge and abilities of
Homer Rissman of the firm Rissman & Rissman in Las Vegas, who has been engaged
by Owner in connection therewith. Programming services will include assisting
the Owner in the establishment of the Projects' architectural program including
department goals and philosophy; physical requirements such as area,
adjacencies, ceiling heights, etc.; summary of equipment and furnishings, etc.,
along with other




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                                                                              17

criteria pertinent to the design of the space. This will be an ongoing,
evolutionary task that will continue to change throughout the course of the
design process.

            (b) Architect shall ensure that the Owner-approved concepts which
were developed during the Pre-Schematic Design Phase are carried through during
subsequent design and construction phases. This effort will ensure that there is
continuity on the Project so that consultants and Architect establish consistent
systems and materials, common specifications, integrated fire/life safety and
exiting, consistent structural and mechanical, electrical, and plumbing systems,
etc. Key details will be developed to be used throughout the entire project
site, and materials, colors and similar design elements will be coordinated.

                  2.7.3 Architect shall provide site representation in Las Vegas
with its own staff to complete the performance of Architect's services
hereunder. From the date hereof until the Construction Documents Phase with
respect to Phase I of the Project has been completed (such time period, the
"Design Period"), such site representation shall include, without limitation,
each of James Beyer, Chris Belknap, Michael Paneri, Easley Hamner, William McGee
and Michael McKay on an as-needed basis (as reasonably determined by Owner),
provided that if any of the foregoing individuals (or any replacement of any
such individual selected pursuant to this sentence) become unavailable pursuant
to the last sentence of this Article 2.7.3 or for any reason beyond the
reasonable control of Architect (e.g., such person is no longer employed by or
associated with Architect), his replacement shall be selected by Architect,
subject to Owner's approval. Other on-site representation during the Design
Period, and on-site representation thereafter, shall be provided by Architect as




<PAGE>


                                                                              18

requested by Owner, provided that Owner agrees to take Architect's desire to
minimize on-site staffing into account when making such requests. Owner has
agreed to make space available in Las Vegas for a project office sufficient to
accommodate a staff of approximately four people, with additional space to
accommodate meetings of 20 people, and Owner will cover the rent and utilities
associated with this on-site office, including the costs of supplies, telephone,
office furniture, equipment such as photocopier, fax machine, printer, and
plotter, and the costs of shared secretarial support for telephone answering and
mailing. Notwithstanding any other provision hereof, Owner shall have the right
to require Architect to replace any member of its senior staff or personnel for
the Project (including the Project Representative and any of the personnel
described in the foregoing provisions of this Article 2.7.3), but only for good
cause described in writing to Architect and provided that Architect shall be
provided a reasonable period of time to replace such member (subject to Owner's
approval of such replacement).

                  2.7.4 Architect shall retain a clerk/expediter during the
Construction Phase of each Phase of the Project in support of the Architect's
duties set forth in Article 2.5 and Appendix E of this Agreement. The
clerk/expediter person shall: (1) provide services on a full time basis for the
Architect; (2) be selected and hired by the Architect; and (3) receive direction
from the Architect exclusively, except on those occasions when the Owner issues
directives directly to the clerk/expediter to assist the Owner on
construction-related issues. In the event that the Owner's use of the
clerk/expediter shall occur at a time when such services shall create a conflict
with ongoing needs or services of the Architect, the Architect, upon




<PAGE>


                                                                              19

written approval of the Owner, which approval shall not be unreasonably
withheld, shall be permitted to retain a second clerk/expediter for such ongoing
needs or services. The reasonable fees and expenses of the clerk/expediter(s)
shall be a Reimbursable Expense.

                  2.7.5 In addition to the on-site representation described in
Article 2.7.3, Architect shall, during the Construction Phase of each phase of
the Project, provide a full-time project representative ("Project
Representative") at the site whose duties are set forth in Exhibit E. The
Project Representative shall be selected by Architect, subject to Owner's
approval.

                  2.7.6 Architect shall assist the Owner in connection with
obtaining zoning approvals and/or zoning variances and all other permitting,
licensing and regulatory approvals so as to allow for development and
construction of the Project. This shall include preparation of necessary
documents (drawings, reports, models, renderings, computer simulations, etc.),
as well as appearances at zoning hearings as an expert witness as requested by
the Owner to meet governmental agency requirements.

                  2.7.7 The Drawings prepared by Architect hereunder, and
Architect's construction administration services, shall cover the exterior shell
and core for the Project's retail areas and all associated emergency egress
areas. In addition, Architect shall consult with and assist Owner and Owner's
retail manager in connection with the Project's interior retail space. Such
assistance shall include preparing conceptual planning and tenant leasing
diagrams, thematic facade work along the mall frontage, and design and
construction detailing of service cores and




<PAGE>


                                                                              20

corridors, exiting requirements, loading dock facilities, interior vertical
linkage to the casino, hotel, pool deck and exterior bridges, etc.
Notwithstanding the foregoing, tenant design and special design analysis
relative to coordinating tenant connections to building systems are to be
provided, upon Owner's request, as an Additional Service.

                  2.7.8 Architect shall prepare and deliver to Owner, and shall
modify as directed by Owner, the illustration of Phase I of the Project and the
"east convention center" specifically requested by Sheldon G. Adelson.

                  2.7.9 The Architect shall arrange, set the agenda and prepare
the minutes for the "critical issues" meetings described in Article 4.4.

                  2.7.10 Architect acknowledges and confirms that all of its
services hereunder for the Project shall include, in all respects, such services
with respect to the central plant portion of the Project.

                  2.7.11 The Architect shall provide interior design services
for "back-of-the-house" areas, including interior partitions, finishes, and
interior colors and furniture selection.

                                ARTICLE 3

                           ADDITIONAL SERVICES

            3.1 General.

                  3.1.1 The services described in this Article 3 ("Additional
Services") are not included in Basic Services. Additional Services shall be paid
for by the Owner in accordance with Articles 9.2 and 10.3 in addition to the
compensation for Basic Services. The services described under Article 3.2
(except




<PAGE>


                                                                              21

for the services described in Section 3.2.16) shall only be provided if
authorized or confirmed in writing by the Owner; as of the execution date of
this Agreement, Owner has authorized the Additional Services set forth in
Appendix I attached hereto. The services described in Section 3.2.16 shall be
provided as required by the applicable provisions of this Agreement. The Owner
hereby agrees to authorize any Additional Services described below which the
Architect is required to perform or provide pursuant to any applicable Legal
Requirement, unless the Architect is notified in writing of the Owner's decision
to contest or seek a variance or waiver therefrom.

                  3.1.2 The Owner recognizes that the provision by the Architect
of Additional Services may require adjustment to the Schedule and shall make and
approve reasonable adjustments accordingly. Absent authorization as called for
above, the Architect shall not commence performance of such Additional Services,
nor be responsible for any delays or other impact that such non-performance may
have on the Project.

            3.2   Additional Services.

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

                  3.2.2 Providing services in connection with an arbitration
proceeding or legal proceeding except where the Architect is party thereto and
except where pursuant to Articles 1.1.3 and 2.7.6.

                  3.2.3 Providing design services for the proposed electrical
substation.




<PAGE>


                                                                              22

                  3.2.4 Providing special surveys, environmental studies and
submissions (other than Drawings prepared as part of Basic Services) required
for approvals of governmental authorities or others having jurisdiction over the
Project, except where pursuant to Articles 1.1.3 and 2.7.6.

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

                  3.2.6  Providing analyses of owning and operating costs.

                  3.2.7  Providing interior design services for public spaces
such as show theaters, casinos, hotel lobbies, hotel suites, restaurants,
executive offices, or other interior portions of the complex, except as set
forth in Appendix H, Article 2.7.7 and Article 2.7.11 and provided that "back of
the house" interior partitions are a part of Basic Services.

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

                  3.2.9 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.

                  3.2.10 Providing demolition drawings or consulting services in
relation to the demolition of existing structures or utility systems.

                  3.2.11 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 Bovis and trade contractors to
Architect.




<PAGE>


                                                                              23

                  3.2.12 Assisting in the development of anticipated special
events at the north and south property exteriors and within the retail mall.
Such assistance may include the preparation of appropriate design documents and
may continue until a show producer is engaged by the Owner to take over the
process.

                  3.2.13 Providing services with respect to one of the two
phases of the Project more than four (4) months after the Substantial Completion
Date (as defined in Article 2.6.1) of such phase.

                  3.2.14 Subject to Article 2.7.7, providing tenant fit-out
design services.

                  3.2.15 All services described on Appendix I, all of which have
been authorized by Owner.

                  3.2.16 Subject to Section 1.1.7(d), modifications of Drawings
pursuant to Articles 1.1.7(a)-(c), 1.1.3 and 2.5.2.

            3.3 Notwithstanding any of the foregoing, any services made
necessary by any fault or omission of the Architect shall not be compensated as
Additional Services.

            3.4   Owner and Architect acknowledge and confirm that
notwithstanding any other provision hereof, (a) Architect's services in
connection with Phase II are, as of the execution date of this Agreement, on
hold and will continue to be on hold until Architect receives written notice
from Owner to resume services for Phase II and (b) when Architect's Phase II
services are resumed, Owner and Architect shall agree on (i) any appropriate
increase in Architect's compensation hereunder, based solely on any increased
wage costs and other out-of-pocket costs incurred by




<PAGE>


                                                                              24

Architect (as reasonably demonstrated by Architect to Owner) by reason of (l)
the delay in performing Phase II services and/or (2) the "fast-track" nature of
Phase II (if applicable); and (ii) the date (the "Phase II Outside Date") on
which Architect's responsibility to provide Basic Series under this Agreement
with respect to Phase II terminates.

                                ARTICLE 4

                        OWNER'S RESPONSIBILITIES

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

            4.2 Supplementing Article 1.1.7, the Owner and Bovis shall, with the
assistance of Architect, establish and periodically update a construction
estimate for the Project, including reasonable contingencies.

            4.3 (a) Notwithstanding any other provision hereof, but subject to
Article 4.3(b), (i) no modifications may be made to this Agreement without the
express written approval of the Owner's Chairman, Sheldon G. Adelson ("SGA"), on
behalf of Owner and (ii) whenever this Agreement refers to an approval,
authorization, order or decision by the Owner, such approval, authorization,
order or decision shall be deemed given or made only if it is given or made by
SGA in writing




<PAGE>


                                                                              25

(or by an individual designated, either in Article 4.3(b) or by SGA in a written
notice to Architect, as an individual having the express authority to give or
make such approval, authorization, order or decision (an "Authorized
Individual"), provided that any such designation (including the designations
made in Article 4.3(b)) may be revoked by SGA at any time by written notice to
Architect). If any such approval, authorization, order or decision by Owner is
not given or made by SGA or an Authorized Individual in writing (or, with
respect to an approval or authorization, expressly not given in writing by SGA
or an Authorized Individual) within five (5) business days after the applicable
request is made in writing by Architect, all milestones and deadlines in the
Schedule not yet reached or achieved shall be extended by the number of days in
the period from and including the day immediately after such five-business day
period until and including the day that SGA or an Authorized Individual gives
such approval or authorization (or expressly elects in writing not to give such
approval or authorization), gives such order or makes such decision in writing.
In this regard the Architect acknowledges and confirms that no apparent
authority, agency or similar claims may be made by the Architect with respect to
any such approval, authorization, order or decision given or made by any other
purported representative or employee of the Owner but not expressly given or
made in writing by SGA or an Authorized Individual, and all such claims are
hereby waived by the Architect.

                  (b) Each of William Weidner and Brad Stone are hereby
designated as an Authorized Individual to give or make approvals,
authorizations, orders and decisions on behalf of Owner hereunder, but only with
respect to




<PAGE>


                                                                              26

approvals, authorizations, orders and decisions given or made by any such
individual at one of the "critical issues" meetings.

                  (c) The provisions of this Article 4.3 shall continue to apply
notwithstanding the assignment of this Agreement to a Permitted Assignee (as
defined in Article 8.6(c)).

            4.4 There will be "critical issues" meetings with the Owner and the
Architect (and, at Owner's option, Bovis), scheduled by both parties as
appropriate, to discuss all outstanding issues and to obtain direction of the
Owner for the advancement of the Project. Minutes from any such meeting prepared
by Architect or Bovis shall reflect the information discussed and the
authorizations and approvals granted at such meeting.

            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;
rights-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   Owner and/or Bovis shall furnish the services of geotechnical
engineers when such services are reasonably requested by the Architect.  Such




<PAGE>


                                                                              27

services may include but are not limited to test borings, test pits,
determinations of soil bearing values, percolation tests, evaluation of
hazardous materials, ground corrosion and resistivity tests, including necessary
operations for anticipating subsoil conditions, with reports and appropriate
professional recommendations.

            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 by any
agreement between Owner and a third party.

            4.8 The Owner shall furnish all legal, accounting and insurance
counseling services as may be necessary at any time for the Project

            4.9 The services, information, surveys and reports required by
Articles 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
non-conformance with the Contract Documents.

            4.11 Proposed language of certificates or certifications requested
of the Architect or Architect's Consultants shall be submitted to the Architect
for review and approval ten (10) business days prior to execution, except in the
event of an emergency or as a result of unforeseen events or time constraints.
The Owner shall not request certifications that would require knowledge,
responsibility, or services beyond the scope of this Agreement.




<PAGE>


                                                                              28

            4.12 The Owner shall furnish, or cause to be furnished, the services
of various Owner's Consultants when such services are reasonably required by the
scope of the Project and are reasonably requested by the Architect. The Owner
recognizes that the Architect's responsibility for these Consultants is defined
by Article 1.1.5. The Owner shall include in its contracts with all the Owner's
Consultants a requirement that they will cooperate with the coordination
requests and other appropriate efforts of the Architect.

            4.13 Owner shall provide (or cause Bovis to provide) printing
services for, document storage of all originals of, and document inventory of,
all Drawings. Architect shall, as a Basic Service, provide document storage of
stamped copies of, and document inventory of, all Drawings.

                                ARTICLE 5

                            CONSTRUCTION COST

            Evaluations of the Owner's conceptual or definitive estimates of
construction cost (including the GMP) that are performed by Architect at Owner's
request represent the Architect's best judgment as a design professional
familiar with the construction industry. It is recognized, however, that (a) the
development of the GMP is the responsibility of Owner and Bovis, not Architect,
(b) the Architect's responsibility with respect to the GMP and actual Project
costs shall only be as expressly set forth in this Agreement and (c) neither the
Architect nor the Owner has control over the cost of labor, materials or
equipment, or over competitive bidding, market or negotiating conditions.
Accordingly, the Architect cannot and does not




<PAGE>


                                                                              29

warrant or represent that bids or negotiated prices will not vary from the
Owner's Project budget or from the GMP or any other estimate of construction
cost.

                                ARTICLE 6

                       USE OF ARCHITECT'S DRAWINGS
                           AND OTHER DOCUMENTS

            6.1   (a) All Drawings and other work product of Architect
hereunder, whether in the form of prints, reproducible copies or computer data,
are and shall remain the property of Architect. All copies of Drawings and other
work product of Architect hereunder retained by Owner may be utilized by Owner
only for Owner's use with respect to the Project, and not for the construction
of any other project. (Owner's right to use the Drawings and other work product
of Architect hereunder for the Project shall survive any termination of this
Agreement.) The foregoing is subject to the provisions of Section 6.1(c).

                  (b) Notwithstanding the first sentence of paragraph (a) of
this Article 6.1, but subject to Article 6.3, Architect agrees not to utilize
(or permit to be utilized) any Drawing or other work product of Architect
hereunder, or any portion thereof, without the express prior written approval of
Owner.

                  (c) Provided that Architect has been paid in full for all
services rendered hereunder, and only to the extent permitted by applicable law
(Nevada Revised Statute Article 623.780), Architect hereby grants Owner the
right to use, and permit third parties to use as authorized by Owner, any
Drawing or other work product of Architect hereunder for any project other than
the Project; provided,




<PAGE>


                                                                              30

however that (i) if Owner uses, or permits a third party to use, any Drawing or
other such work product, Owner shall indemnify and hold the Architect harmless
from and against all claims, including reasonable attorneys' fees, arising out
of such use and (ii) Architect shall retain its right under federal copyright
law to bring a claim against any third party that uses any Drawing or other such
work product without having properly obtained or derived the right to do so from
or through Owner.

                  (d) The provisions of this Article 6.1 shall survive any
termination of this Agreement.

            6.2 In the event that the Owner obtains intellectual property rights
to themes, designs, plans, or other documents and materials developed for this
Project, the Owner will inform the Architect of such action and the Architect
will respect these rights as confidential and proprietary. The Owner shall
indemnify the Architect against any and all claims by third parties for
intellectual property rights and/or disputes related to themes, designs, plans,
or other documents and materials developed in connection with this Project and
obtained by Owner, except to the extent any such claim or dispute relates to a
breach by Architect of this Agreement or any other wrongful act of Architect.

            6.3 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 either the Architect's or
the Owner's rights.

            6.4 The Architect shall have the right to photograph the exterior
and interior of the completed complex, and to include photographs and other
representa-

<PAGE>


                                                                              31

tions of the design of the Project among the Architect's promotional and
professional materials once such material has been reviewed and approved by the
Owner, which approval shall not be unreasonably withheld. The Owner shall
provide professional credit for the Architect on the construction sign and in
the promotional materials for the Project as it relates to the development and
construction of the Project.

                                ARTICLE 7

                 TERMINATION, SUSPENSION OR ABANDONMENT

            7.1 The Architect may terminate this Agreement (a) should the Owner
substantially fail to perform in accordance with the terms of this Agreement
(but subject to Article 9.4.3), or (b) if the Project is permanently abandoned
by the Owner. If the Architect's services are completely suspended for more than
sixty (60) consecutive days, the Architect may treat such suspension as a
permanent abandonment by the Owner. The Architect shall provide written notice
to the Owner specifying the basis for termination, and upon receipt, the Owner
shall have fourteen (14) days to cure the deficiency upon which the Architect is
basing its right to terminate. If the ability to cure will take more than
fourteen (14) days, and the Owner is making a conscientious effort to effect
said cure, then the cure period shall be extended for such reasonable time as
required, provided that this extended cure period shall not apply to the Owner's
failure to make payments to the Architect in accordance with Articles 9 and 10.



<PAGE>

                                                                              32


            7.2 If the Architect's services are suspended by the Owner, the
Architect shall be compensated for services performed prior to such suspension.
When the Project is resumed, Architect's compensation shall be equitably
adjusted to provide for expenses incurred in the interruption and resumption of
Architect's services.

            7.3 The Owner may terminate this Agreement in whole or in part.
Termination may be (a) for the Owner's convenience; or (b) because of the
Architect's failure to substantially perform in accordance with the terms of
this Agreement. The Owner shall provide a notice of termination to the Architect
specifying the nature, extent and effective date of termination. If terminated
for default, the Architect shall have twenty-five (25) days to cure the
deficiency upon which the Owner is basing its right to terminate, so long as
Architect sends Owner a written notice of its intention to cure such deficiency
(which notice must include a reasonably detailed description of how Architect
intends to effectuate such cure) within seven (7) days after Architect receives
Owner's notice of termination. If the ability to cure will take more than
twenty-five (25) days, and the Architect is making a conscientious effort to
effect said cure, then the cure period shall be extended for such reasonable
time as required. If the Architect does not cure the deficiency within the
stated time, or the termination is one of convenience, the Architect shall (1)
immediately discontinue all services affected (unless the notice directs
otherwise); (2) deliver and assign to the Owner copies of all data, drawings,
specifications, reports, estimates, summaries, correspondence, logs and all
other information and materials generated and accumulated in performing its
services, whether completed or




<PAGE>


                                                                              33

in progress, which the Owner may request; (3) enter into no further agreements
except as necessary to complete any continued portion of the Agreement; (4)
terminate all agreements with Architect's Consultants to the extent they relate
to the services terminated and, subject to receipt of funds from Owner for all
applicable bills and invoices, shall pay the Architect's Consultants for all
services rendered through the date of termination; (5) at Owner's option, assign
all consulting agreements to the Owner and provide the Owner with all right,
title, and interest of the Architect under the consulting agreements terminated,
in which case the Owner shall have the right to settle or to pay reasonable
termination costs arising out of the termination; (6) complete performance of
services not terminated; and (7) cooperate with the Owner and the replacement
architects and/or engineers as requested.

            7.4 If this Agreement is terminated by Owner for default, the
Architect shall be compensated for the amount (the "Base Amount") due under this
Agreement for services performed as of the effective date of the termination,
including any remaining Surety Amount (as defined in Article 9.4.3) (unless the
applicable default of Architect is Architect's failure to prepare, stamp, file
and/or sign a Drawing when required or appropriate), less (a) any reasonable and
necessary costs incurred by the Owner to complete the Architect's remaining
services under the Agreement over and above the amounts that would have been
paid to the Architect hereunder to complete such remaining services; and (b) the
reasonable and necessary costs to the Owner to remedy defective or deficient
services by the Architect. No amount shall be paid by Owner to Architect
pursuant to this Article 7.4 until the amount of each of the items set forth in
clauses (a)-(b) of the preceding sentence has




<PAGE>


                                                                              34

been determined, provided that any amount which Owner, in its sole discretion,
determines will in all circumstances be owed to Architect after the deductions
pursuant to said clauses (a)-(b) are determined and made, shall be paid by Owner
to Architect promptly after such termination. If the amount of said deductions
exceeds the Base Amount, the amount of such excess shall be paid by Architect to
Owner promptly after the amount of said deductions are determined.

            7.5 If this Agreement is terminated by Owner for convenience, the
Owner shall make an equitable adjustment in the Basic Compensation (as defined
in Article 10.2) but shall allow no anticipated profit on unperformed services.
Said equitable adjustment shall take into account the following:

                  7.5.1 All portions of the Basic Compensation due Architect for
Basic Services performed through the effective date of termination;

                  7.5.2 All reimbursable costs under this Agreement not
previously paid for the performance of services up to the effective date of the
termination, plus those costs that may continue for a reasonable time with the
written approval of the Owner, provided that Architect shall discontinue those
costs as rapidly as possible;

                  7.5.3 Payment in accordance with the provisions hereof for
Additional Services performed through the effective date of termination;

                  7.5.4 The cost of settling and paying termination settlements
under terminated consultant agreements that are properly chargeable to the
terminated portion of this Agreement;




<PAGE>


                                                                              35

                  7.5.5 The reasonable costs of settlement of the terminated
services, including accounting, legal, clerical, and other expenses reasonable
and necessary for the preparation of, or review of, termination settlement
proposals and supporting data;

                  7.5.6 Any advance payments to the Architect for the terminated
portion of the Architect's services not previously credited to the Owner's
account;

                  7.5.7 Services performed by Architect in accordance with the
last sentence of Article 7.3; and

                  7.5.8 Any outstanding sum owed to the Owner as the reasonable
and necessary cost to remedy defective or deficient services by the Architect.
In addition, if this Agreement is terminated by the Owner for convenience at any
time, then (a) the Owner shall pay to the Architect, in addition to all amounts
due Architect pursuant to the foregoing provisions of this Article 7.5, a
severance payment of Three Million Dollars ($3,000,000.00), and (b) the Owner
shall (1) provide, simultaneously with the above payment, a letter of
recognition to the Architect for its design services, (2) if Architect is
terminated after the Construction Documents have been approved by Owner,
identify Architect as the architect for the Project in all marketing and
publicity for the Project and (3) make no negative statements to any third party
with respect to the performance of the Architect's services on the Project.




<PAGE>


                                                                              36

                                ARTICLE 8

                        MISCELLANEOUS PROVISIONS

            8.1 This Agreement shall be governed by the laws of the state of
Nevada applicable to contracts made and to be wholly performed within such
state.

            8.2 The obligations and liabilities of Architect hereunder are the
joint and several obligations and liabilities of each of the entities
constituting Architect. In addition, each of The Stubbins Associates, Inc. and
Wimberly Allison Tong & Goo, Inc. (each, an "Affiliated Company") hereby agrees
that it shall be jointly and severally liable (with the other Affiliated Company
and each of the entities constituting the Architect) for the obligations and
liabilities of Architect hereunder.

            8.3 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 Nevada statute of limitations shall commence to run, four (4) months
after the date of Substantial Completion of the Project; provided, however, that
said causes of action shall accrue at a later date in those instances when the
Owner and/or its agent could not know, through the exercise of reasonable
diligence, all material facts essential to show the element of said causes of
action.

            8.4 The Owner (on behalf of itself and Owner's Consultants) and
Architect (on behalf of itself and Architect's Consultants) waive all rights
against each other and against Bovis, trade contractors and subcontractors,
consultants, agents and employees of the other for damages to the Project
covered by any property insurance,




<PAGE>


                                                                              37

but only to the extent of actual recovery of any insurance proceeds relating to
such damage. The Owner and Architect each shall require similar waivers from
their consultants and agents, and Owner shall require similar waivers (naming
Architect and Architect's Consultants) from its trade contractors,
subcontractors and Bovis.

            8.5 The Architect assumes no duty or responsibility hereunder which
may be construed as being for the benefit of and thereby enforceable by Bovis,
or any trade contractor or subcontractor, or any of their bonding companies, it
being understood that subject to Article 8.8, the Architect's obligations are to
the Owner and Owner's successors and permitted assigns.

            8.6 (a) The Agreement shall be binding upon and inure to the benefit
of Owner and Architect and their respective successors and permitted assigns.

                  (b) The Architect shall not assign or transfer its rights or
obligations under this Agreement without the prior written consent of the Owner.

                  (c) Owner shall have the right to assign this Agreement to one
or more entities affiliated with Owner so long as Owner's ownership of the
Project and rights under the loan documents with Lender (as defined below) are
assigned to such entity or entities (such entity or entities, the "Permitted
Assignee"). In the event Owner assigns its interest under the Contract Documents
to a Permitted Assignee, such Permitted Assignee shall assume Owner's
obligations under this Agreement, and Architect agrees that Owner shall
thereupon be completely released from any liability under this Agreement,
whether accruing prior to or after the date of assignment (except with respect
to any breaches by Owner prior to the date of assignment), and Architect shall
look solely to the Permitted Assignee for performance of Owner's




<PAGE>


                                                                              38

obligations under this Agreement. In addition, Owner shall have the right to
assign this Agreement, as it relates to Phase II of the Project only, to a
Permitted Assignee, so long as Owner's ownership of the land on which Phase II
is to be constructed is held by such Permitted Assignee. In the event such
assignment is made, such Permitted Assignee shall assume Owner's obligations
under this Agreement with respect to Phase II only, Owner shall thereupon be
completely released from any liability under this Agreement relating to Phase
II, whether accruing prior to or after the date of assignment (except with
respect to any breaches by Owner prior to the date of assignment), and Architect
shall look solely to the Permitted Assignee for the performance of Owner's
obligations under this Agreement with respect to Phase II. Notwithstanding any
of the foregoing, if a Permitted Assignee is two or more entities, (a) the
obligations and liabilities of Owner hereunder that are assigned to such
Permitted Assignee pursuant to the foregoing shall be the joint and several
obligations and liabilities of each of such entities and (b) such entities shall
inform Architect in writing which one (and only one) of such entities shall have
the power and authority to act as (and bind) Owner with respect to each right of
Owner hereunder and each decision, authorization, approval, order and
confirmation to be made by Owner hereunder (subject in all events to the
provisions of Article 4.3). In all events, Architect shall have no recourse
against the officers, directors, employees, agents and direct and indirect
owners of Owner in connection with the obligations and liabilities of Owner
hereunder.

                  (d) Owner shall have the right to assign this Agreement as
security to one or more of its lenders (collectively, "Lender"). If this
Agreement is




<PAGE>


                                                                              39

so assigned to Lender, Architect will, on request, execute and deliver such
documents and instruments as Lender may reasonably request in connection with
this Agreement and such assignment, including, without limitation, an agreement
whereby Architect agrees to perform its services hereunder for Lender or its
designee in the event that any default by Owner shall occur under the agreement
with respect to which such assignment has been made.

                  (e) Architect acknowledges and confirms that if this Agreement
is terminated for any reason whatsoever, Owner shall have the right to engage
either of the entities constituting Architect (or any affiliate thereof) to
perform architectural and engineering services in connection with the Project or
any other project. There is, and there shall be, no agreement between the
entities constituting Architect prohibiting such an engagement. The provisions
of this Article 8.6(e) shall survive any termination of this Agreement.

            8.7 This Agreement represents the entire and integrated agreement
between the Owner and Architect and supersedes all prior negotiations, repre
sentations or agreements between them, whether written or oral, including,
without limitation, the letter agreements described in Article 2.2 and the
December 19, 1996 Memorandum of Understanding. This Agreement may be amended
only by written instruments signed by both Owner and Architect.

            8.8 (a) Nothing contained in this Agreement shall create a
contractual relationship with or a cause of action in favor of a third party
(including Bovis) against either the Owner or Architect, provided that, to the
extent such




<PAGE>


                                                                              40

provisions may be enforceable under applicable law, Homer Rissman shall be
entitled to rely on, and enforce against Architect, the provisions of Article
9.4.3.

                  (b) Notwithstanding the fact that Bovis is not a third party
beneficiary of this Agreement and therefore has no rights hereunder, Owner
agrees that if Bovis nevertheless asserts a contractual claim (for itself and
not on behalf of or for the benefit of Owner) against Architect solely on
account of a breach or alleged breach by Architect of this Agreement, Owner
shall indemnify and hold harmless Architect from and against all losses, costs
and expenses, including reasonable attorneys fees, arising out of such claim.

            8.9 Unless otherwise provided in this Agreement, the Architect 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.

            8.10 All services performed for the Architect by an Architect's
Consultant shall be pursuant to an appropriate written agreement which shall
contain provisions that (a) preserve and protect the rights of the Owner with
respect to the services to be performed under the consulting agreement, (b)
obligate such consultant to comply with the provisions in this Agreement
relating to its services, and (c) provide for assignability of such agreement to
the Owner or Owner's lender(s) as called for hereinabove.

            8.11 (a) Subject to the provisions of paragraph (b) of this Article
8.11, each party to this agreement (the "indemnifying party") shall indemnify
and




<PAGE>


                                                                              41

hold harmless the other party, and such other party's officers, directors,
direct and indirect owners, agents and employees (and (a) Architect's
Consultants, if the indemnifying party is Owner and (b) Bovis and Owner's
Consultants, if the indemnifying party is Architect), from and against all
claims, suits, losses, damages, costs and expenses arising out of or relating to
this Agreement or the Project, to the extent that the same (a) are attributable
to bodily injury, sickness, disease or death, or to damage or destruction of
tangible property, and (b) are the result of the negligent acts or omissions or
willful misconduct, in whole or in part, of the indemnifying party. Such express
indemnity obligation shall expire twelve (12) months after the date of
Substantial Completion of the Project, but such express indemnity obligation
shall not be construed to negate, abridge, or reduce the other duties or
obligations (of indemnity or otherwise) which the indemnifying party owes to the
other party under this Agreement or applicable law.

                  (b) Notwithstanding any other provision hereof, to the extent
any liability of Architect, either (a) in connection with a breach by Architect
of this Agreement or (b) pursuant to paragraph (a) of this Article 8.11, is
covered by insurance required to be maintained by Architect pursuant to Article
8.14, such liability shall not exceed the greater of (i) the amount of proceeds
actually paid by the applicable insurance company with respect to such liability
and (ii) the amount of such proceeds that would have been paid by such insurance
company if (1) Architect had fully complied with the provisions of Article 8.14
and had prosecuted the applicable claim with such insurance company with
diligence and (2) such insurance company had the financial wherewithal to pay
such proceeds and would pay such proceeds if




<PAGE>


                                                                              42

legally obligated to do so, provided that the foregoing shall not apply to the
extent Architect's liability is due to its willful or intentional misconduct or
gross negligence.

            8.12 Until otherwise directed by Architect, all written notices from
Owner to Architect shall be sent to:

                  W. Easley Hamner, FAIA
                  TSA of Nevada, LLP
                  c/o The Stubbins Associates, Inc.
                  1033 Massachusetts Avenue
                  Cambridge, MA 02138

                  Michael R. Paneri, AIA
                  WAT&G, Inc. Nevada
                  2260 University Drive
                  Newport Beach, CA 92660

            8.13 Until otherwise directed by Owner, all written notices from
Architect to Owner shall be sent to:

                  Stuart Mason
                  Venetian Casino Resort, LLC
                  3355 Las Vegas Boulevard, South
                  Las Vegas, NV 89109

                  David Friedman
                  Venetian Casino Resort, LLC
                  3355 Las Vegas Boulevard, South
                  Las Vegas, NV 89109

The Owner shall maintain a staff of personnel, known as Owner's Development
Management Staff, to carry out the functions and duties of the Owner throughout
the Project and under this Agreement. Any such functions and duties may, at
Owner's option, be delegated to Bovis (and Bovis' personnel). The preceding two
(2) sentences are subject to Article 4.3.




<PAGE>


                                                                              43

            8.14 Each of the entities constituting Architect shall procure and
maintain, at all times during the term of this Agreement and for a period three
(3) years thereafter, at its own cost and expense, the insurance coverage and
limits set forth in Appendix F. All such insurance shall be placed with
insurance carriers licensed to do business in Nevada on an admitted or surplus
lines basis. The Architect shall furnish the Owner (and construction lenders, if
requested) certificates or certifications of insurance giving evidence of the
required coverage within one month of the signing of this Agreement, and on an
annual basis thereafter. All insurance shall provide for one month of prior
written notice to be given to the Owner and construction lenders in the event
coverage is substantially changed, canceled, or non-renewed. Architect shall
cooperate with Owner in connection with the obtaining and maintaining by Owner
of its so-called "wrap-up" insurance, and notwithstanding the foregoing
provisions of this Article 8.14, Architect shall not be required to procure and
maintain the above-described insurance to the extent, if any, that such
"wrap-up" insurance includes the above-described insurance and is reasonably
satisfactory to Architect.

            8.15 Architect agrees as part of its Basic Services hereunder to
follow any administrative or reporting procedures reasonably required by Lender
and to cooperate with Owner in satisfying the reasonable requests and
requirements of such Lender.

            8.16 In the event that any term or provision, or part or
applicability thereof, of this Agreement is held to be illegal, invalid or
unenforceable under law, regulations or ordinances of any federal, state or
local governments to which this




<PAGE>


                                                                              44

Agreement is subject, such term or provision, or part or applicability thereof,
shall be deemed severed from this Agreement and the remaining term(s) and
provision(s) shall remain unaffected thereby.

                                ARTICLE 9

                        PAYMENTS TO THE ARCHITECT

            9.1   Payments on Account of Basic Services.

                  9.1.1 Owner and Architect acknowledge and confirm that as of
the execution date of this Agreement, Architect has been paid for all services
performed and expenses incurred through August 30, 1997, except that the Surety
Amount described in Article 9.4.3 has not been paid.

                  9.1.2 In each calendar month beginning with November, 1997,
Architect shall deliver to Owner no later than the 20th day of such calendar
month a properly completed preliminary Request for Payment in the form of
Appendix B attached hereto ("Payment Request"). Each preliminary Payment Request
shall cover Basic Services and Additional Services performed (and anticipated to
be performed) by Architect in such calendar month, provided that the preliminary
Payment Request delivered in November, 1997 shall cover Basic Services and
Additional Services performed in all prior months, through and including
November, 1997, not covered by previous payments. After delivery to Owner of a
preliminary Payment Request, Owner shall promptly (and in all events within
three (3) business days) give Architect any preliminary comments it may have
with respect thereto. Promptly after receipt of such comments, and in no event
later than the 26th day of such calendar month,




<PAGE>


                                                                              45

Architect shall submit to Owner a final Payment Request, which final Payment
Request shall cover the same items as the corresponding preliminary Payment
Request, with appropriate changes in response to Owner's comments. Subject to
Article 9.4, Owner shall pay Architect the amount due with respect to a final
Payment Request within seventeen (17) business days after receipt thereof
(provided that such seventeen-business day period may be extended as necessary
in connection with Lender's disbursement procedures, but not more then ten (10)
additional business days).

                  9.1.3 Each final Payment Request must, in order to be
considered properly delivered to Owner, be accompanied by a lien release or
waiver from Architect covering all services performed to the last day of the
period covered by such final Payment Request, conditional upon receipt of
payment thereof.

            9.2 Payments on Account of Additional Services. Payments on account
of the Architect's Additional Services and Reimbursable Expenses shall be made
in accordance with Articles 9.3, 10.3 and 10.4 upon receipt of the Architect's
statement of services rendered and/or expenses incurred. Such statements shall
be submitted with each preliminary and final Payment Request and payments in
connection therewith shall be due when the payment with respect to the
applicable final Payment Request is due.

            9.3   Reimbursable Expenses.

                  9.3.1 Reimbursable Expenses are in addition to compensation
for Basic and Additional Services and include the actual, reasonable and
necessary




<PAGE>


                                                                              46

expenses incurred by the Architect in the performance of its services hereunder
and described in the following Clauses:

                        9.3.1.1  Expense of transportation in connection with
the Project, which are being paid for by Owner directly through GWV Travel and
include first class air fare for principals of Architect only; living expenses
in connection with out-of-town travel which shall not exceed an average per diem
rate of $75 for non-lodging expenses; long-distance communications including fax
charges; and fees paid for securing approval of authorities having jurisdiction
over the Project. Notwithstanding the foregoing, travel and lodging expenses
shall not be Reimbursable Expenses unless the applicable travel and lodging
arrangements are booked through GWV Travel. Notwithstanding any of the
foregoing, until June 15, 1997, all travel, transportation and living expenses
associated with James Beyer's, William McGee's, Chris Belknap's and Michael
McKay's on-site services shall not be Reimbursable Expenses.

                        9.3.1.2  Home office expense of CADD plotting,

reproductions, and long distance communications including fax, courier delivery
charges and postage, provided such expenses are not incurred as a result of
Architect's failure to provide on-site staff as required by the provisions
hereof.

                        9.3.1.3  Expense of renderings, models and mock-ups

requested in writing by the Owner.




<PAGE>


                                                                              47

            9.4   Payments Withheld.

                  9.4.1 No deductions shall be made from the Architect's
compensation hereunder except for amounts disputed by the Owner in a timely
manner as provided in this Article 9.4. Payments for all amounts which are not
disputed shall be made in accordance with the third sentence of Article 9.1.2,
and Article 9.2. If the Owner disputes all or part of an invoice or final
Payment Request presented by the Architect (Architect acknowledging and
confirming that Owner has the right to make an objection to any part of a final
Payment Request even if such objection was not made with respect to the
applicable preliminary Payment Request), the parties agree to take the following
steps to resolve the dispute:

                        9.4.1.1  Within a reasonable period of time, but not
later than seven (7) business days after receipt of the invoice or Payment
Request, the Owner shall notify the Architect, in writing, of the disputed
amount of the invoice and the nature of the dispute. Any amount not so disputed
shall be payable on the normal due date.

                        9.4.1.2  Promptly after such notification is given and
in any event not later than seven (7) business days thereafter, Owner and
Architect shall meet and attempt in good faith to resolve the dispute. If the
dispute is resolved, the Owner shall pay such amount within ten (10) days after
such resolution.

                        9.4.1.3  If the dispute is not resolved within a
reasonable period of time, either party may submit the matter to arbitration in
accordance with the Construction Industry Arbitration Rules of the American
Arbitration Association ("AAA"), provided that the following special rules shall
apply to such arbitration: (a)




<PAGE>


                                                                              48

the place of filing, administration, and hearing shall be the Las Vegas office
of the AAA; (b) there shall be a single arbitrator, appointed in accordance with
the AAA's procedures; (c) the arbitrator's decision shall be based solely upon
written submissions by the parties unless the arbitrator determines, after
reviewing such submissions, that a hearing is required; (d) such hearing may be
held by conference call and, in any event, will not extend for more than four
hours, allocated between the parties in such proportions as the arbitrator may
determine; and (e) the arbitrator shall render his decision within five (5)
business days after the later of his receipt of all written submissions or the
date of the hearing. This decision shall be final, and judgment may be entered
upon it in accordance with applicable law in any court having jurisdiction
thereof. If such decision includes a determination that the disputed amount
shall be paid by the Owner in whole or in part, the Owner shall pay such amount
within five (5) business days after its receipt of the arbitrator's decision.

                  9.4.2 It shall be a material breach of this Agreement for the
Owner to withhold payment of amounts invoiced by the Architect for any reason
except as permitted by this Article 9.4.

                  9.4.3 Architect shall not be entitled to terminate this
Agreement for non-payment by Owner of any amount, provided that Architect may,
but in accordance with Article 7.1 only, terminate performance for non-payment
of amounts which have not been timely disputed, or which have been agreed or
determined to be due pursuant to the procedures described in this Article 9.4.
Subject to the preceding sentence, so long as this Agreement is in effect, under
no circumstances shall Architect delay or withhold the preparation, stamping,
signing or filing of any




<PAGE>


                                                                              49

Drawing in response to any nonpayment by Owner of any amount or for any other
reason. Owner and Architect acknowledge and confirm that as of the execution
date of this Agreement, Owner has withheld, out of amounts properly due
Architect for services rendered through November 30, 1996, $250,000 (the "Surety
Amount"). The Surety Amount shall be reduced over time by adding $50,000 to the
amount due to Architect in connection with each Payment Request, beginning with
the Payment Request delivered to Owner in November, 1997. If, for any reason
whatsoever, Architect does not prepare, stamp, file and/or sign a Drawing when
required or appropriate, Owner shall, subject to applicable law, have the right,
in its sole discretion, to list Homer Rissman of Rissman & Rissman as an
Associated Architect/Architect of Record for the Project and to have Mr. Rissman
prepare, stamp, file and/or sign such Drawing (Architect hereby granting Mr.
Rissman the right to take such action (subject to applicable law)). In the event
Mr. Rissman's services are at any time used by Owner pursuant to the foregoing,
the entire Surety Amount remaining at the time shall be paid by Owner to Mr.
Rissman as compensation for his services. Owner's use of Mr. Rissman and the
Surety Amount pursuant to the foregoing is in addition to all other rights and
remedies Owner may have hereunder or otherwise available to it at law or in
equity in connection with any such failure by Architect to prepare, stamp, file
and/or sign a Drawing. In connection herewith, Architect will, upon request,
provide Homer Rissman with copies of all Drawings produced by Architect for the
Project through the date of such request.




<PAGE>


                                                                              50

            9.5 Architect's Accounting Records. The Architect shall keep
detailed accounts and records of Reimbursable Expenses, billings for Basic
Services, expenses pertaining to Additional Services and services performed on
the basis of hourly billing rates, and shall also keep copies of all Drawings.
Such accounts shall be kept in accordance with generally accepted accounting
practice and this information and records shall be retained by the Architect for
a period of not less than three (3) years. Such records shall be made available
to the Owner or the Owner's authorized representative at mutually convenient
times for the purposes of auditing the Architect's billings to the Owner, and
such audit shall be completed within twelve (12) months after completion of
Architect's services. Architect shall notify Owner prior to disposal of any such
records and shall allow Owner to retain them.

            9.6 Method of Payment. All payments from Owner to Architect shall be
paid by check or, at Architect's written request, by wire transfer to an account
designated in writing by Architect.

            9.7 Payment is not Approval. No payments made by Owner as of the
execution date of this Agreement or pursuant to a Payment Request or invoice as
hereinabove provided shall be deemed to signify or imply approval of the
services covered by such application, and none of them shall operate as an
admission on the part of Owner as to the propriety or accuracy of any of the
amounts covered by any final Payment Request or invoice. Furthermore, when
computing subsequent payments, Owner shall not be bound by any entries in
previous final Payment Requests and invoices and shall be permitted to make
corrections for factual, mathematical or other manifest errors therein. Payments
made by Owner shall




<PAGE>


                                                                              51

represent an acknowledgment that Owner believes that Architect has performed the
services for which such payments have been made but shall not constitute a
waiver by Owner of any right to claim that such services were not fully
performed or were performed negligently or in breach of this Agreement.

                               ARTICLE 10

                          BASIS OF COMPENSATION

            The Owner shall compensate the Architect as follows:
            10.1  As of the date hereof, Owner has paid to Architect the amounts
set forth in Article 9.1.1. All such amounts are part of, not in addition to,
the amounts due Architect pursuant to the further provisions of this Article 10.

            10.2  Basic Compensation.

                  10.2.1 FOR BASIC SERVICES (including, subject to Article 2 of
Appendix D, Basic Services performed by Architect's Consultants) Architect's
compensation ("Basic Compensation") shall be computed and paid as follows:

                  10.2.2  Subject to Article 10.2.5, the Basic Compensation for
all Basic Services shall be Thirty-Two Million Nine Hundred Thousand Dollars

($32,900,000.00).

                  10.2.3 Basic Compensation payments shall be made in accordance
with Article 9.1.2 and each properly completed final Payment Request.

                  10.2.4 Upon the completion of each phase of the Project or
designated portion thereof, Owner shall be afforded access to the accounts and
records of Architect in accordance with Article 9.5.




<PAGE>


                                                                              52

                  10.2.5 To the extent that, in accordance with the last
sentence of Article 8.14, Architect does not have to procure and maintain the
insurance described in the first sentence of Article 8.14, there shall be an
appropriate reduction in the Basic Compensation to reflect the resulting cost
savings to Architect.

            10.3  Compensation for Additional Services.

                  10.3.1  For ADDITIONAL SERVICES (except those covered
by Articles 10.3.2 and 10.3.3), compensation shall be at the hourly rates set
forth in Appendix G, which rates shall be reasonably adjusted annually.

                  10.3.2 FOR ADDITIONAL SERVICES PERFORMED BY ARCHITECT'S
CONSULTANTS, compensation shall be a multiple of one point zero (1.0) times the
amounts billed to the Architect for such services.

                  10.3.3 FOR ADDITIONAL SERVICES LISTED IN APPENDIX I,
compensation shall be as set forth in Appendix I.

            10.4  Reimbursable Expenses.

                  10.4.1 FOR REIMBURSABLE EXPENSES, Owner shall pay Architect a
multiple of one point zero (1.0) times such actual and reasonable expenses. It
is specifically understood that detailed back-up for these expenses will not be
provided, but the Architect's records will be available as stipulated in Article
9.5.




<PAGE>


                                                                              53

                               ACCEPTANCE

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

                                     OWNER:

                                     VENETIAN CASINO RESORT, LLC

                                     By: Las Vegas Sands, Inc., its
                                          managing member

                                     By: /s/ William P. Weidner
                                         ---------------------------------------
                                         Name:  William P. Weidner
                                         Title: President

                                     ARCHITECT:

                                     TSA OF NEVADA, LLP

                                     By: /s/ W. Easley Hamner
                                         ---------------------------------------
                                         Name:  W. Easley Hamner
                                         Title: Principal

                                     WAT & G, INC. NEVADA

                                     By: /s/ Michael R. Paneri
                                         ---------------------------------------
                                         Name:  Michael R. Paneri
                                         Title: Principal


EXECUTED SOLELY FOR THE
PURPOSE OF AGREEING TO BE
BOUND BY THE SECOND
SENTENCE OF ARTICLE 8.2:




<PAGE>


                                                                              54

THE STUBBINS ASSOCIATES, INC.

By: /s/ W. Easley Hamner
    ----------------------------------------
    Name:  W. Easley Hamner
    Title: Principal

By: /s/ Richard Green
    ----------------------------------------
    Name:  Richard Green
    Title: Chairman

WIMBERLY ALLISON TONG &
GOO, INC.

By: /s/ Michael R. Paneri
    ----------------------------------------
    Name:  Michael R. Paneri
    Title: Principal




<PAGE>


                         

                               APPENDIX D

                               CONSULTANTS

            1. Owner and the Architect have agreed that Architect will engage
the following Architect's Consultants on terms satisfactory to Architect:

                  Structural Engineer
                  Mechanical/Plumbing Engineer
                  Electrical Engineer
                  Fire Protection Engineer

            2. Architect will in addition engage the following Architect's
Consultants, provided that the terms of their engagement are subject to Owner's
approval. These Architect's Consultants will be paid directly by Owner and all
amounts paid to them will be in addition to, not in reduction of, Architect's
compensation hereunder:

                  Fire/Life Safety Consultant
                  Hardware Consultant
                  Renderers/Illustrators
                  Vertical Transportation Consultant

            3.    Owner's Consultants may include, but are not limited to: Model
                  Makers (provided that at Owner's option, Model Makers may be
                  Architect's Consultants pursuant to paragraph 2 above).
                  Retail/Entertainment Consultant (provided that at Owner's
                  option, the Retail/Entertainment Consultant may be an
                  Architect's Consultant pursuant to paragraph 2 above)




<PAGE>


                                                                               2

                  Acoustical Consultant
                  Audio/Visual Consultant
                  Civil/Traffic Engineer
                  Food Service Consultant
                  Geotechnical Engineer
                  Interior Designer (Hotel Suites)
                  Interior Designer




<PAGE>




                               APPENDIX E

              DUTIES, RESPONSIBILITIES AND LIMITATIONS OF
                      AUTHORITY OF THE ARCHITECT'S

                         PROJECT REPRESENTATIVE

            1. GENERAL. The Project Representative shall communicate with the
Owner and Bovis under the direction of the Architect. The Project Representative
shall not communicate with trade contractors, subcontractors or material
suppliers except with the full knowledge and approval of Bovis and Owner. The
responsibilities and obligations of the Architect as set forth in the body of
this Agreement shall not be modified by the furnishing of a Project
Representative, except that Architect shall be responsible for causing its
Project Representative to carry out his duties as set forth in this Appendix E
and the body of this Agreement.

            2.    DUTIES AND RESPONSIBILITIES.

            The Project Representative shall:

                  2.1 Perform on-site observations of the progress and quality
of the Work as may be reasonably necessary to determine whether the Work is
being performed in a manner indicating that the Work when completed will be in
conformance with the Contract Documents. Notify Bovis and Owner immediately if,
in the Project Representative's opinion, Work does not conform to the Contract
Documents or requires special inspection or testing.

                  2.2 Monitor Bovis' and trade contractors' construction
schedules on an ongoing basis and alert Owner and Bovis to conditions that may
lead to delays in completion of the Work.




<PAGE>


                                                                               2

                  2.3 Receive and respond to requests from Bovis for
information.

                  2.4 Upon Owner's request, take actions in connection with
Article 2.6.9 of the Agreement.

                  2.5 Attend meetings as directed by the Architect and prepare a
written report to be forwarded to the Owner and Bovis on the proceedings.

                  2.6 Observe tests required by the Contract Documents; prepare
written records and reports to be forwarded to the Architect, Owner and Bovis on
test procedures implemented and test results; verify testing invoices to be paid
by the Owner.

                  2.7 Maintain Architect's records at the construction site in
an orderly manner. Include correspondence, Contract Documents, Change Orders,
Construction Change Directives, reports of site meetings, Shop Drawings, Product
Data, and similar submittals; supplementary drawings, color schedules, requests
for payment; and names, addresses and telephone numbers of Bovis, trade
contractors and principal material suppliers.

                  2.8 In accordance with Article 2.6.7 of the Agreement, assist
the Architect in reviewing shop Drawings, Product Data and Samples. Notify the
Owner and Bovis if any portion of the Work requiring Shop Drawings, Product Data
or Samples is commenced before such submittals have been approved by the
Architect. Receive and log Samples required at the site, notify the Architect
when they are ready for examination, and record the Architect's approval or
other actions; maintain custody of approved Samples.




<PAGE>


                                                                               3

                  2.9 Observe Bovis' record copy of the Drawings, Change Orders
and Scope Changes at intervals appropriate to the stage of construction and
notify the Architect and Owner of any apparent failure by Bovis to maintain
up-to-date records.

                  2.10 In accordance with Article 2.6.10 of the Agreement,
assist in conducting inspections to determine the date(s) of Substantial
Completion and the date(s) of Final Completion.

                  2.11 Assist in receipt and transmittal to the Owner of
documentation required of Bovis at completion of the Work in accordance with
Article 2.6.10 of the Agreement.

                  2.12 Execute and deliver the certificates described in the
last sentence of Article 2.6.10 of the Agreement.

            3. LIMITATIONS OF AUTHORITY. The Project Representative shall not
exceed the authority of the Architect under the Agreement. Supplementing the
foregoing, the Project Representative shall NOT:

                  3.1 Authorize deviations from the Contract Documents.

                  3.2 Approve substitute materials or equipment except as
authorized in writing by the Architect and Owner.

                  3.3 Personally conduct or participate in tests or third party
inspections except as authorized in writing by the Architect and Owner in
accordance with Article 2.6.8 of the Agreement.

                  3.4 Assume any of the responsibilities of Bovis, Bovis'
superintendent or trade contractors.




<PAGE>


                                                                               4

                  3.5   Expedite the Work for Bovis.

                  3.6 Have control over or charge of or be responsible for
construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the Work.

                  3.7 Authorize or suggest that the Owner occupy the Project in
whole or in part.

                  3.8   Issue a Certificate for Payment or Certificate of
Substantial Completion.

                  3.9 Prepare, or certify to the preparation of, a record copy
of any Drawings or Scope Changes.

                  3.10 Reject Work or require special inspection or testing
except as authorized in writing by the Architect and Owner in accordance with
Article 2.6.8 of the Agreement.

                  3.11 Accept, distribute, or transmit submittals made by Bovis
or any trade contractor that are not required by the Contract Documents.

                  3.12 Order Bovis or any trade contractor to stop the Work or
any portion thereof.




<PAGE>




                               APPENDIX F

                         INSURANCE REQUIREMENTS

            Workers' Compensation Insurance - In accordance with Nevada
Statutory requirements and Stop Gap Liability insurance with limits of:

                  $1,000,000 -Per Accident
                  $1,000,000 -Per Employee Disease
                  $1,000,000 -Policy Aggregate Disease

            Commercial General Liability Insurance (excludes Professional
Liability) covering liability arising out of the performance of this Agreement
with limits of:

                  $1,000,000  Combined single limit Bodily

                           Injured and Property Damage

This policy shall name the Owner (and the Lender, if requested) as additional
insureds with respect to the Architect's operations in connection with this
agreement.

            Professional Liability Insurance - issued to and covering the
liability of the Architect for any and all errors or omissions committed by the
Architect, its agents, consultants or its employees, in the performance of this
Agreement. The Architect shall use its best efforts to maintain such coverage
during the term of this Agreement and at least three years following final
completion of the Work. This insurance shall have limits of liability of not
less than One Million Dollars ($1,000,000.00) per occurrence and in the
aggregate.




<PAGE>


                                                                               2

            Automobile Liability Insurance - covering the liability of the
Architect arising out of the use of all owned, non-owned and hired vehicles
which bear, or are required to bear, license plates according to the laws of the
jurisdiction in which they are to be operated. The policy shall name the Owner
(and the Lender, if requested) as additional insurers with respect to the
Architect's operations in connection with this Agreement. Coverage under this
policy shall have limits of liability of not less than One Million dollars
($1,000,000) per occurrence, combined single limit for bodily injury and
property damage liability.

            Claims Made Insurance - if any insurance specified above shall be
provided on a claims-made basis, then in addition to the coverage requirements
above, such policy shall provide that:

            1. The policy retroactive date coincides with or precedes the
Architect's start of services (including subsequent policies purchased as
renewals or replacements).

            2. The Architect shall make every effort to maintain similar
insurance for at least three years following project completion, including the
requirement of naming the Owner (and construction lender, if requested) as
additional insured(s).

            3. If the insurance is terminated for any reason, the Architect
agrees to purchase an extended reporting provision of at least two years to
report claims arising from services performed in connection with the Agreement.




<PAGE>


                                                                               3

            4. The policy allows for reporting of circumstances or incidents
that may give rise to future claims.




<PAGE>




                               APPENDIX G

                           HOURLY BILLING RATE

            POSITION                 BILLING RATE/HOUR
            --------                 -----------------
      Principal                               $260
      Senior Associate                        $210
      Associate                               $157
      Senior Staff                            $175
      Staff Level I                           $150
      Staff Level II                          $115
      Staff Level III                          $95
      Staff Level IV                           $68
      Staff Level V                            $50








<PAGE>


                                           

                               APPENDIX H

                     CONSTRUCTION DOCUMENT PACKAGES

Package          Name                      General Scope

1.         South Tower                     Excavation
           Excavation/                     Lowest level vertical elements
           Foundation                      Utility entrance points
                                           Structure for 1st 3-4 levels
                                           Imbeds
                                           Sleeves

2.         South Tower                     Structure
           Structure                       MEP/FP rough-ins
                                           Exterior wall supports

3.         South Tower                     Architectural partitions & doors
           Main Construction               MEP/FP distribution

                                           Exterior wall Toilets, including
                                           colors Interior finishes (nic color
                                           selection, specialty lighting,
                                           movable partitions, furniture, or
                                           accessories)

4.         South Podium                    Excavation
           Excavation/                     Foundations
           Foundation                      Lowest level vertical elements
                                           Utility entrance points
                                           Imbeds
                                           Sleeves

5.         South Podium                    Structure
           Structure                       MEP/FP rough-ins
                                           Exterior wall supports

6.         South Podium                    Architectural partitions & doors
           Main Construction               MEP/FP distribution
                                           Exterior wall Toilets, including
                                           colors Interior finishes (nic color
                                           selection, specialty lighting,
                                           movable partitions, furniture, or
                                           accessories)




<PAGE>


                                                                               2

7.         East Site                       Excavation
           Excavation/                     Foundations
           Foundation                      Lowest level vertical elements
                                           Utility entrance points
                                           Imbeds
                                           Sleeves

8.         East Site                       Structure
           Structure                       MEP/FP rough-ins
                                           Exterior wall supports

9.         East Site                       Architectural partitions & doors
           Main Construction               MEP/FP distribution
                                           Exterior wall Toilets, including
                                           colors Interior finishes (nic color
                                           selection, specialty lighting,
                                           movable partitions, furniture, or
                                           accessories)

10.        North Tower                     Structure
           Main Construction               MEP/FP rough-ins
                                           Architectural partitions & doors
                                           MEP/FP distribution Exterior wall
                                           Toilets, including colors Interior
                                           finishes (nic color selection,
                                           specialty lighting, movable
                                           partitions, furniture, or
                                           accessories)

11.        North Podium                    Excavation
           Construction                    Foundations
                                           Lowest level vertical elements
                                           Utility entrance points Structure
                                           MEP/FP rough-ins Architectural
                                           partitions & doors MEP/FP
                                           distribution Exterior wall Toilets,
                                           including colors Interior finishes
                                           (nic color selection, specialty
                                           lighting, movable partitions,
                                           furniture, or accessories)




<PAGE>


                                                                               1

                               APPENDIX I

                      APPROVED ADDITIONAL SERVICES



Description                        Comments                                     Compensation
                                                                         

South Garage                       Architectural/Engineering design             $874,000
                                   for competitive bidding.

Sales/Marketing Compound (i.e      Site Planning, interior design layout         $61,403
"preview center")                  coordination



Change from Gas to Steam           Overall design coordination, floor plan       $86,500
                                   revisions, revise engineering drawings
                                   for wiring and controls and revise
                                   engineering drawings for boilers and
                                   piping

Plaza Re-design                    Re-design of the front Plaza                  $46,500
                                   involving deletion of eighteen column
                                   pylons along Las Vegas Boulevard and
                                   their replacement with planting areas
                                   and fountains.

Electric Changes                   12.5 kV to 2Electrical redesign services     $100,000
                                   as a result of value engineering

Cipriani                           Hotel Conceptual planning and design to           *
                                   provide a 300 room hotel above the
                                   North Parking Garage.

Time Share Study                   Conceptual planning and design to                 *
                                   provide 380 (max) Timeshare unit
                                   above the South Parking Garage.

Ground Water Treatment             Provision of a ground water                       *
                                   treatment plant * within the building.

Suite Remix                        Relocation of suites throughout the Tower.        *

RWDI Damper Design                 Modification to East Property Ballroom            *
                                   structure to reduce floor bounce.

Rotoclone Provision                Provisions to install Rotoclone exhaust           *
                                   system.


                  *Hourly rates set forth in Appendix G, which rates shall be
reasonably adjusted annually.




<PAGE>


                               APPENDIX J

                               ASSUMPTIONS

            See Section 2C of Exhibit B of the Bovis Agreement.




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