FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE

Exhibit 10.1

FIRST AMENDMENT TO

AMENDED AND RESTATED AGREEMENT OF LEASE

THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE (this “Amendment”) is made as the 9^th day of April, 2012, by and between Xxxx Las Vegas, LLC (“Lessor”) and Xxxxxxx X. Xxxx (“Lessee” and, together with Lessor, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Lease (as defined below).

RECITALS:

A. The Parties have entered into that certain Amended and Restated Agreement of Lease, dated as of March 18, 2010 (the “Lease”), under which Lessee leases Villas in the Resort.

B. Pursuant to Section 3(c) of the Lease, the Parties have determined the Rental Value for the two (2) year period commencing on March 1, 2012.

NOW, THEREFORE, the Parties agree as follows:

1. Amendment to Section 1. The Parties agree that Section 1 of the Lease is amended to include Lessee’s use of warehouse space owned by Lessor.

2. Rental Value. The Parties agree that for the two (2) year period commencing on March 1, 2012, the Rental Value for the Villas shall be Four Hundred Forty Thousand and No/100ths Dollars ($440,000.00) per year as established by the Opinion of Value, dated February 14, 2012, by Xxxx X. Xxxxx XX of CB Xxxxxxx Xxxxx.

3. Other Provisions of the Lease. The Parties acknowledge that the Lease is being modified only as stated herein, and agree that nothing else in the Lease shall be affected by this Amendment.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first written above.

XXXX LAS VEGAS, LLC,				XXXXXXX X. XXXX
a Nevada limited liability company

By:		/s/ Xxxxxxx Xxxxxxx				/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx Xxxxxxx
Title:		President