Agreement Between Owner and Contractor

AGREEMENT made as of the 30th day of January in the year 2004

BETWEEN the Owner:             MONTICELLO RACEWAY MANAGEMENT, INC.

and the Contractor:            FLUOR ENTERPRISES, INC.

The Project is:                MONTICELLO RACINO
                               Fitup and Renovations at the Monticello Raceway,
                               Monticello, New York

The Architect is:              BRENNON, BEER AND GORMAN ARCHITECTS
                               515 Madison Avenue
                               New York, New York 10023

The Owner and Contractor agree as follows:



                                       1




ARTICLE I      THE CONTRACT DOCUMENTS


      The  Contract  Documents  consist  of this  Agreement,  Conditions  of the
      Contract  (General,   Supplementary  and  other   Conditions),   Drawings,
      Specifications, Addenda issued prior to execution of this Agreement, other
      documents  listed  in  this  Agreement  and  Modifications   issued  after
      execution of this Agreement;  these form the Contract,  and are as fully a
      part of the Contract as if attached so this Agreement or repeated  herein.
      The Contract  represents the entire and integrated  agreement  between the
      parties  hereto and  supersedes  prior  negotiations,  representations  or
      agreements,  either  written  or  oral.  An  enumeration  of the  Contract
      Documents, other than Modifications, appears in Article 15. If anything in
      the other Contract  Documents is inconsistent  with this  Agreement,  this
      Agreement shall govern.

ARTICLE 2      THE WORK OF THIS CONTRACT

      The  Contractor  shall fully  execute the Work  described  in the Contract
      Documents,  except  to the  extent  specifically   indicated  in  Contract
      Documents to be the  responsibility of others.  The scope of work is split
      into two phases:

      2.1 Phase I - Phase I Pre-Construction  Services shall be performed by the
      Contractor  consisting of estimating,  value engineering  constructability
      review,  preparation  of a Critical Path  Schedule,  bidding,  purchasing,
      subcontracting  and  developing an acceptable  Guaranteed  Maximum  Price.
      ("GMP") The  Pre-Construction  Services shall commence on October 24, 2003
      and be completed  upon  submission of an acceptable GMP and a receipt from
      the Owner of a Notice to Proceed for construction.

      2.2 Phase II Construction Services shall be performed by the Contractor in
      accordance  with the Contract  Documents and the Guaranteed  Maximum Price
      ("GMP") pursuant  to  Amendment  No 1.  Amendment  No. 1 shall be  jointly
      developed and shall include the GMP and scope of Work to be performed. The
      parties shall  endeavor to complete  Amendment No. 1 on or before March 1,
      2004.

ARTICLE 3      RELATIONSHIP OF THE PARTIES

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


                                       2





ARTICLE 4      DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION


      4.1. The date of commencement of the Phase I Pre-Construction  was October
      24, 2003. The date of commencement  of the Phase II Construction  Services
      shall be  established  by a Notice to  Proceed  issued by the Owner to the
      Contractor.

      4.2 The  Contract  Time shill be measured  from the date of the Notice to
      Proceed.

      4.3 The Contractor shall achieve Substantial Completion of the entire Work
      no later than one hundred  seventy-nine  (179) calendar days from the date
      of the Notice to Proceed  subject to  adjustments of this Contract Time as
      provided in the Contract  Documents  ("Contract  Time").  In the event the
      Contractor  fails to  substantially  complete the Work within the Contract
      Time, the  Contractor  shall pay to the Owner the amount of Three Thousand
      Dollars  ($3,000)  per day as  liquidated  damages  for each day after the
      Contract Time until the project has achieved Substantial  Completion.  The
      amount of  liquidated  damages is a  reasonable  estimate of the  damages,
      which damages are  impossible to  specifically  determine at the time this
      Contract is  exceuted,  that the Owner will incur in the event the Project
      is completed after the date of Substantial Completion and not a penalty.

          The parties  agree that  Contractor's  total  aggregate  liability for
      liquidated  damages  shall be  limited  to  $190,000  and such  liquidated
      damages are the Owner's  sole and  exclusive  remedy with  respect to late
      completion.

      4.4 In the event the Contractor is able to achieve Substantial  Completion
      of the entire  Work prior to the  expiration  of the  Contract  Time,  the
      Contractor  shall  receive  from the Owner,  the amount of Three  Thousand
      Dollars ($3,000) per day as a fee bonus for each day of early  completion.
      In the event the Contractor is able to achieve  Substantial  Completion on

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