Preview | Ground Lease |

This GROUND LEASE (Lease), is made and effective as of , 2006 (the Commencement Date) by and between NP LAND, LLC, a Nevada limited-liability company (Lessor), and NEVADA PALACE, LLC, a Nevada limited-liability company (Lessee) (collectively, the Parties, and each sometimes singularly, a Party), with reference to the following facts:

A. Lessor owns certain land in fee located in the City of Las Vegas, County of Clark, State of Nevada, commonly known as 5255 Boulder Highway and 5335 Boulder Highway, Assessors Parcel Nos. 161-21-204-002, 161-21-302-001 and 161-21-302-002, as more particularly described in Exhibit A (the Land), and the Improvements (as defined in Section 1.1) located thereon. The Land and the Improvements are currently used for a hotel, casino and recreational vehicle park and such other purposes as are normally and usually incident to such business.

B. A certain portion of the Land (the D.R. Horton Leasehold) was leased to D.R. Horton, Inc., a Delaware corporation (D.R. Horton), under that certain lease agreement (the D.R. Horton Lease) made between D.R. Horton and Lessors predecessor-in-interest on April 30, 2005 (attached hereto as Exhibit B). The term of the D.R. Horton Lease ends on October 29, 2006 with no provision for extension.

C. Lessee desires to lease the Land (subject to the D.R. Horton Leasehold) and Improvements from Lessor and to use them for the Permitted Uses (as defined in Section 5.1) while constructing a new hotel and casino defined as the Project in Section 6.2(A), and in conjunction with such Project, Lessee desires to demolish and remove some or all of the Improvements located on the Land.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Lease, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, in accordance with the terms and subject to the conditions set forth herein, agree as follows:

1.1 Lease of Premises. All improvements, structures, fixtures and appurtenances presently located on the Land or which may be located on the Land from time to time, including any and all new improvements that Lessee shall construct or cause to have constructed (the Improvements) together with the Land (shall constitute the Premises, excepting that the D.R. Horton Leasehold shall be excluded from the Premises

until such time as the D.R. Horton Lease expires or is terminated at which time the D. R. Horton Leasehold shall automatically become part of the Premises, subject to the terms and provisions of this Agreement, without any further action by the Parties. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises.

1.2 Title. Lessee acknowledges that Lessee has obtained a leasehold title insurance policy insuring the Leasehold Estate.

1.3 No Modification, Amendment or Extension of the D.R. Horton Lease. Lessor may not, modify, amend or extend the D.R. Horton Lease without Lessees express written consent (which it may withhold at its sole and absolute discretion).

ARTICLE 2. TERM

2.1 Term. The Premises are leased for the term of thirty-five (35) years (the Term), commencing on the Commencement Date, and terminating at midnight on the thirty-fifth (35th) Anniversary (as defined in Section 3.1 (A)) occurs (the Termination Date).

2.2 Holding Over. If Lessee holds over the Premises or any part thereof after expiration of the Term of this Lease, such holding over, at Lessors option, shall constitute a month-to-month tenancy, at rent equal to two hundred percent (200%) of the last applicable rent in effect immediately prior to such holding over, which shall not be prorated for any partial month, and shall otherwise be governed by all of the other terms and conditions of this Lease. Notwithstanding any of the foregoing to the contrary, Lessee shall have no right to occupy the Premises or any portion thereof after the expiration or termination of this Lease or of Lessees right to possession, without Lessors prior written consent, which consent may be withheld in Lessors sole and absolute discretion. Acceptance of any holdover rent shall not constitute a waiver by Lessor of any re-entry or other rights of Lessor provided for under this Lease or by law nor shall it be deemed an extension or renewal of the Term of this Lease without a written election thereof by Lessor. If Lessee fails to surrender the Premises upon expiration or earlier termination of this Lease, Lessee shall be liable for and shall indemnify, defend and hold Lessor harmless from and against all claims against, or damages suffered by, Lessor resulting from or arising out of Lessees failure to surrender the Premises, including, but not limited to, any amounts required to be paid to any lessee or prospective lessee who was to have occupied the Premises after the expiration or earlier termination of this Lease and any related attorneys fees and costs and brokerage commissions.

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