First Amendment To Construction Management And General Contractor's Agreement

Exhibit 10.2

FIRST AMENDMENT TO CONSTRUCTION MANAGEMENT AND GENERAL

CONTRACTOR' S AGREEMENT

This First Amendment to Construction Management and General Contractor' s Agreement (" Amendment" ), dated to be effective as of March 11, 2008, is made by and between HRHH Hotel/Casino, LLC and HRHH Development, LLC, each Delaware limited liability companies (collectively, " Owner" ) and MJ Dean Construction, Inc., a Nevada corporation (" Contractor" ) (collectively, " Parties" ).

RECITALS

A. The Parties entered into that certain Construction Management and General Contractor' s Agreement dated February 22, 2008 (the " Agreement" ). B. The Parties desire to amend the Agreement as set forth below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:

1. Defined Terms . Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the meaning given such terms in the Agreement. Unless the context otherwise indicates, all references herein to the Agreement shall include this Amendment. 2. Section 3.7 . Section 3.7 of the Agreement is deleted and replaced with the following: (a) Owner and Contractor agree that for purposes of paying Contractor' s Share of Savings (as both terms are defined in Subsection 3.7(b)), Owner may group together certain Work Authorizations (individually, a " Work Authorization Group" or collectively, " Work Authorization Groups" ). The following Work Authorization Groups are currently contemplated: (1) Central Plant, Drainage Channel, Onsite and Offsite Utilities; (2) North Tower, Meeting Rooms, Joint, South Parking Garage; and (3) South Tower / Podium, Pedestrian Realm and Off-Site Improvements, and Casino Expansion. The Parties may, subject to their mutual written agreement, amend the Work Authorization Groups and/or create additional Work Authorization Groups. Contractor agrees that Contractor' s Share of Savings with regard to any Work included in a Work Authorization Group shall not be payable by Owner to Contractor until sixty (60) days after Final Completion of the Work performed under all Work Authorizations included in the

applicable Work Authorization Group. Contractor also agrees that for purposes of paying Contractor' s Share of Savings related to Work Authorizations not included in a Work Authorization Group, Subsection 3.7(b) shall govern.

(b) If, upon Final Completion of the Work portion of a Work Authorization under circumstances where Owner shall have elected to proceed on the basis of a Guaranteed Maximum Cost, the aggregate of the actual Subcontract Costs and General Cond ...