AMENDMENT NO. 1 TO PURCHASE AGREEMENT

Exhibit 2.1

AMENDMENT NO. 1 TO PURCHASE AGREEMENT

This Amendment No. 1 to Purchase Agreement, dated as of January 7, 2005, shall serve to amend the Purchase Agreement (the “Agreement”), dated as of October 14, 2004, by and among PNGI Pocono Corp, a Nevada corporation, PNGI, LLC, a Nevada limited liability company, and The Mohegan Tribal Gaming Authority, an instrumentality of the Mohegan Tribe of Indians of Connecticut.  All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

1.             The undersigned parties hereby agree to amend Section 2 of the Agreement to provide that Closing shall take place no later than February 11, 2005, at the place and time set forth in the Agreement.

2.             All other provisions of the Agreement shall remain in full force and effect.

ACCEPTED AND AGREED:

PNGI POCONO, CORP.			PNGI, LLC
			By: PNGI Pocono, Corp., its sole member
By:	/s/ Xxxxx XxXxxxxxx		By:	/s/ Xxxxx XxXxxxxxx
	Xxxxx XxXxxxxxx			Xxxxx XxXxxxxxx
	President			President

MOHEGAN TRIBAL GAMING AUTHORITY

By:		/s/Xxxxxxx X. Xxxxxxx
	Name:  Xxxxxxx X. Xxxxxxx
	Title:  CEO