0001096906-11-001273 Sample Contracts

PUBLIC PROJECT REIMBURSEMENT AGREEMENT
Public Project Reimbursement Agreement • June 24th, 2011 • Las Vegas Railway Express, Inc. • Finance services • Nebraska

THIS AGREEMENT FOR INITIAL FEASIBILITY STUDY SERVICES ("Agreement"') is made effective December 1,2010 (the "Effective Date") by and between Las Vegas Railway Express, Inc ("Client") and Union Pacific Railroad Company, a Delaware corporation("UPRR").

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MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • June 24th, 2011 • Las Vegas Railway Express, Inc. • Finance services • District of Columbia

THIS MEMORANDUM OF UNDERSTANDING ("Memorandum"), made and entered into this 13 day of January, 2011, is by and between Las Vegas Railway Express, Inc., a Delaware corporation duly incorporated and organized under the laws of the State of Delaware, with principal offices located at 6650 Via Austi Parkway Suite 170 Las Vegas, Nevada 89119 ("LVRE"), and the National Railroad Passenger Corporation, duly incorporated and organized under the laws of the District of Columbia, and having its main office at 60 Massachusetts Avenue, NE, Washington, DC 20002 ("Amtrak").

QPPENHEIMER,
Engagement Agreement • June 24th, 2011 • Las Vegas Railway Express, Inc. • Finance services • New York

This letter will confirm the understanding and agreement (the "Agreement") between Oppenheimer & Co. Inc. ("Oppenheimer") and Las Vegas Railway Express, Inc. (together with its affiliates and subsidiaries, the "Company") as follows:

PROPOSED LEASE TERMS
Memorandum of Understanding • June 24th, 2011 • Las Vegas Railway Express, Inc. • Finance services

This Memorandum of Understanding ("MOU") is between T-UPR, LLC ("Landlord") and Las Vegas Railway Express, Inc. a Delaware company ("Tenant")- For the purposes of this MOU, Landlord and Tenant shall sometimes collectively be referred to as the "Parties". This MOU sets forth the principal terms and conditions upon which the Parties would be willing to entertain entering into a lease (the "Lease"), as more particularly hereinafter described. Except with respect to the provisions of confidentiality contained herein, the execution of this MOU shall not be deemed a binding offer in any manner on either Party nor shall the execution of this MOU impose upon any of the Parties any legal obligations whatsoever in connection with the proposed Lease, unless and until the Parties enter into the final Lease containing, among other things, the terms of this MOU. Notwithstanding the foregoing, this MOU shall expire, without the need for any action by either party, on December 31,2010.

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