AMENDED AND RESTATED

ART RENTAL

AND

LICENSING AGREEMENT

between

STEPHEN A. WYNN

Lessor

and

WYNN RESORTS HOLDINGS, LLC.,

Lessee

Dated: August 19, 2002

AMENDED AND RESTATED
ART RENTAL AND LICENSING AGREEMENT

        This Amended and Restated Art Rental and Licensing Agreement ("Agreement"), is entered into this     day of August, 2002, by and between STEPHEN A. WYNN ("Lessor") and WYNN RESORTS HOLDINGS, LLC, formerly known as Wynn Resorts, LLC ("Lessee").

RECITALS

        A.    Lessor is the owner of the paintings and other art works identified in Exhibit A attached hereto and incorporated herein by this reference (collectively, the "Works").

        B.    Lessor wishes to lease to Lessee, and Lessee wishes to lease from Lessor, the Works, in order to publicly display the Works in a gallery located in the former Desert Inn hotel at 3145 Las Vegas Boulevard South, Las Vegas, Nevada (the "Gallery").

        C.    By publicly displaying the Works, Lessor and Lessee desire to promote the Works and to enhance the cultural and educational opportunities for Nevada residents and visitors.

        D.    Lessor and Lessee previously entered into an Art Rental and Licensing Agreement dated November 1, 2002 (the "Prior Rental Agreement").

        E.    Lessor and Lessee now desire to amend the Prior Rental Agreement, and in particular the rental terms and termination provisions thereof, and restate said agreement in its entirety.

        Based upon the foregoing and the following terms and conditions, the parties hereto agree as follows:

        1.    Rental.    Upon the terms and subject to the conditions of this Agreement, Lessor hereby grants to Lessee a continuing right to publicly display the Works, and Lessee hereby accepts from Lessor the rental of the works. The location of the Gallery and the installation layout and plan for the Works shall be subject to Lessor's prior approval.

        2.    Compliance with Law.    Lessee agrees to maintain the Works on public display, make the Gallery available for student tours, and take such other actions as may be necessary or appropriate for meeting the requirements of N.R.S. 361.068, 361.186, 374.291, 374.2911, and agrees to comply with N.R.S. 597.720, et seq., and other applicable law.

        3.    Exhibition and Promotion.    Lessee agrees (i) to exhibit the Works under the title "The Wynn Collection" or such other title as may be approved by Lessor, (ii) to transport, handle, care for, and display the Works in a manner consistent with the world-class quality of the Works, (iii) to maintain the Gallery as a first-class facility, and (iv) to promote the Works through "Openings," "Receptions," and public events.

        4.    Merchandising.    To the extent, if any, that he possesses the required rights, Lessor hereby authorizes Lessee to develop, manufacture (by subcontract or otherwise), and sell such merchandising and promotional items based upon the Works as Lessee may determine in its best business judgment. To the extent, if any, that he possesses any such rights in any Work, Lessor hereby grants to Lessee a nonexclusive license for such purposes for the period of the rental of such Work hereunder. In the event that any Work is withdrawn or rental terminated, the corresponding license shall automatically terminate; provided, however, that following such termination, Lessee shall have six (6) months to discontinue sales and use of the applicable merchandise. The merchandise and promotional items based on the Works may include, but are not limited to, educational catalogues, educational works (including audiovisual and audio recordings), fine art reproductions, and retail merchandise based upon the Works. Lessee shall be solely responsible for clearing and/or obtaining such rights, for obtaining all required permissions, and taking all reasonable steps necessary to obtain intellectual property protection for said items based on the Works, all of which shall, with respect to any Work, inure to the benefit of Lessee during the rental of such Work hereunder and to the benefit of Lessor thereafter. Notwithstanding any other provision of this Agreement (including without limitation this Section 4 and

Section 11 below), Lessor does not make (and hereby disclaims) any and all representations and/or warranties to Lessee or otherwise in respect of the Works or any rights in the Works, including but not limited to title, quiet enjoyment, authenticity, copyright, or moral rights. Lessor shall not have any liability to Lessee in respect of any, and Lessee hereby expressly and to the full extent permitted by law waives as against Lessor all claims, damages, expenses, fees, or losses that may be incurred by or threatened against Lessee as a result of the Works being leased to Lessee, in the possession of Lessee during the term hereof, displayed at the Gallery and/or reproduced (by, on behalf of, or with the consent of Lessee) in merchandising, promotional, or other items relating to the Works.

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