<PAGE>
                                                                 EXHIBIT 10.10.8

                    AMENDMENT TO MASONIC LODGE GROUND LEASE
                    ---------------------------------------

     M. B. DALITZ, as Lessee (as assignee of the lease) and LAS VEGAS LODGE NO.
32, FREE AND ACCEPTED MASONS OF LAS VEGAS, NEVADA, as ground Lessor, are
parties to a written lease agreement dated July 21, 1954, a copy of which with
amendments and assignments is attached hereto as Exhibit "1" and incorporated
hereby by reference. M. B. DALITZ has subleased the property described in the
lease agreement by a written sublease dated April 5, 1979, amended September 21,
1980, to SUNDANCE HOTEL AND CASINO, INC., a Nevada corporation (SUNDANCE).
SUNDANCE subleased the Premises by a Sublease Agreement dated October 1, 1981 to
SUNDANCE ASSOCIATES, a Nevada limited partnership ("ASSOCIATES"). M. B. DALITZ
has assigned his interest in said Masonic Lodge Ground Lease to the M. B. DALITZ
REVOCABLE TRUST ("TRUST"). The TRUST is sometimes hereinafter referred to as
"the Lessee."

     Other portions of the land under the SUNDANCE HOTEL AND CASINO building
have been leased and assigned to TRUST as lessee and ultimately to ASSOCIATES as
sublessee through two other ground leases (and subsequent assignments), one by
ground lessor JULIE LaMOYNE NOLEN, DAVID KRAMER, BETTY BENNETT and RICHARD JAMES
TINKLER ("Kramer Ground Lease"), and the other by ground lessor A. W. HAM, JR.,
Trustee under the Wills of A. W. HAM and ALTA M. HAM, deceased ("Ham Ground
Lease"). The ground lessors under the Kramer Ground Lease, the Ham Ground Lease
and the Masons Ground Lease are hereinafter referred to collectively as "the
Ground Lessors."

     The Public Employees Retirement System of Nevada ("PERS") is extending
permanent financing with a loan in the sum of $29,050,000.00 to M. B. DALITZ
and the M. B. DALITZ REVOCABLE TRUST for the SUNDANCE HOTEL AND CASINO project
which is built partially on the Premises, which loan is secured by a Deed of
<PAGE>
Trust and Assignment of Rents ("PERS Deed of Trust") on the Premises and other
property and by other loan documentation. In consideration for PERS making the
loan to enable the permanent financing of the SUNDANCE HOTEL AND CASINO project
("Sundance Loan") and other valuable consideration, the parties hereto agree
that the Masonic Lodge Ground Lease is hereby amended as follows:

     1.   Notices of Default:  FIRST INTERSTATE BANK, Trust Department, 300
East Carson Street, Las Vegas, Nevada, 89101, and PERS shall be given a written
notice of any claimed default under the Masonic Lodge Ground Lease by any party
claiming the default. PERS shall have the right, but not the duty or
obligation, to cure any default under the Masonic Lodge Ground Lease, as
provided in paragraph 4 below. The right to cure shall include the right to
enter the Premises if necessary to effect a cure.

          (a)  Under the Sundance Loan documents, PERS shall require its
     borrower to deposit the full amount of all rent payments required under the
     Masonic Lodge Ground Lease with FIRST INTERSTATE BANK of Nevada at least
     fifteen (15) days before each such payment is due, and FIRST INTERSTATE
     BANK of Nevada shall at all times be under instructions to honor any
     request from Lessor for payment under the Masonic Lodge Ground Lease
     immediately upon receipt thereof. Lessor, Lessee and PERS will execute the
     necessary escrow instructions to FIRST INTERSTATE BANK to implement the
     purposes of this paragraph and this Amendment as they relate to duties of
     the FIRST INTERSTATE BANK. Said escrow instructions will provide, without
     limitation, that FIRST INTERSTATE BANK shall, on each date upon which rent
     payments are required to be deposited with FIRST INTERSTATE BANK

                                      -2-

<PAGE>
    under this subparagraph, send to each Ground Lessor a written notice
    stating whether and to what extent such payments have in fact been
    deposited on such date. Lessee will pay FIRST INTERSTATE BANK for any
    services required by this Amendment or any escrow or collection account
    established as a result of this Amendment.

     2.   Amendments:  The Masonic Lodge Ground Lease shall not be amended or
modified except by written agreement signed by all parties to the Masonic Lodge
Ground Lease, with the prior written approval of PERS, which approval will not
be unreasonably withheld so long as PERS's security for the Sundance Loan is not
impaired or destroyed.

     3.   PERS Lien-Greater Estate:  The lien of the PERS Deed of Trust and
security agreement securing the payment of the Sundance Loan and encumbering the
leasehold estates of the M. B. DALITZ REVOCABLE TRUST, M. B. DALITZ, SUNDANCE,
and ASSOCIATES, will automatically attach and encumber any greater estate that
the M. B. DALITZ REVOCABLE TRUST, M. B. DALITZ, SUNDANCE, or ASSOCIATES, or
their successors or assigns may obtain in the Premises in the future.

     4.   Default:

           (a)  In the event of a default under the Masonic Lodge Ground
    Lease by the Lessee thereunder, which default can be fully cured by the
    payment of money, including but not limited to the payment of rent,
    insurance premiums, taxes, or any other monetary obligations of Lessee
    under the Masonic Lodge Ground Lease, whether to the Lessor or to some
    other person or entity, Lessor shall not terminate the Masonic Lodge
    Ground Lease by reason of such default without first affording PERS the
    opportunity to cure such default.

                                      -3-

<PAGE>
    PERS shall have ten (10) business days after receipt of a notice of such
    default mailed to PERS and to PERS's designee, FIRST INTERSTATE BANK of
    Nevada, pursuant to paragraph 1 hereof in which to effect such cure in
    accordance herewith and with the terms of the Masonic Lodge Ground Lease,
    including but not limited to the payment of any interest or other charges
    imposed by reason of such default. In the event PERS fails to effect such
    cure within said ten (10) business days, Lessor may exercise any and all
    remedies available to it under the terms of the Masonic Lodge Ground Lease
    or this Amendment, including, without limitation, termination of the Masonic
    Lodge Ground Lease, provided, however, that the Masonic Lodge Ground Lease
    shall not be terminated until 5 business days after receipt of a notice
    mailed to PERS and to PERS' designee FIRST INTERSTATE BANK stating that the
    default has not been cured and that in five (5) days after receipt of this
    notice the Masonic Lodge Ground Lease is terminated unless the default is
    cured as noticed. A cure made after the ten (10) business days' notice has
    expired will be effective to cure the default so long as it has been made or
    tendered prior to the expiration of the final five (5) day notice of
    termination. No cure made or effected pursuant to this subparagraph (a)
    shall be deemed completed unless and until PERS shall have reimbursed Lessor
    in full for any and all damages, costs and expenses incurred by Lessor as a
    proximate result of such default.

           (b)  In the event of a default under the Masonic Lodge Ground
    Lease by the Lessee thereunder, which


                                      -4-
<PAGE>
default cannot be fully cured by the payment of money as provided in
subparagraph (a) above, Lessor shall not terminate the Masonic Lodge Ground
Lease by reason of such default without first affording PERS the opportunity to
cure such default. PERS shall have thirty (30) days after receipt of a notice of
such default mailed to PERS pursuant to paragraph 1 hereof in which to effect
such cure if such default can be cured within said thirty (30) days, or if such
default cannot be fully cured within thirty (30) days, PERS shall have a
reasonable time within which to cure such default (taking into account the
effect of any applicable bankruptcy statutes or proceedings or other operation
of law); provided, however, PERS must commence the curing thereof within said
thirty-day period and must thereafter diligently pursue such cure to completion.
In the event PERS is unable to effect such a cure without first obtaining
possession of the Premises, Lessor shall not terminate the Masonic Lodge Ground
Lease by reason of such default, provided that immediately after receipt of
Lessor's notice of default under paragraph 1 hereof PERS exercises the right to
proceed as quickly as allowed by law (including the effect of any applicable
bankruptcy statutes or proceedings or other operation of law) to foreclose its
lien or enforce its rights under the PERS Deed of Trust, Sundance Loan
commitment, and other Sundance Loan documents and cures such default within
thirty (30) days (as set forth above in this subparagraph (b)) after completion
of the foreclosure proceedings, and provided further that after obtaining
possession of the Premises PERS keeps and performs all of the terms,

                                      -5-

<PAGE>
covenants and conditions of the Masonic Lodge Ground Lease, including the
payment of rent under the Masonic Lodge Ground Lease, as provided in paragraph 5
below. In the event PERS  fails to effect such cure within the times and under
the conditions specified in this subparagraph (b), Lessor may exercise any and
all remedies available to it under the terms of the Masonic Lodge Ground Lease
or this Amendment, including, without limitation, termination of the Masonic
Lodge Ground Lease, provided, however, that the Masonic Lodge Ground Lease shall
not be terminated until five (5) business days after receipt of a notice of
default mailed to PERS and to PERS' designee FIRST INTERSTATE BANK stating that
the default has not been cured and that in five (5) days after receipt of this
notice the Masonic Lodge Ground Lease is terminated unless the default is cured
as noticed. A cure made or tendered prior to the expiration of the final five
(5) day notice of termination will be effective to cure the default. No cure
made or effected pursuant to subparagraph (b) shall be deemed completed unless
and until PERS shall have reimbursed Lessor in full for any and all damages,
costs and expenses incurred by Lessor as a proximate result of such default.

          (c)  The provisions of this Amendment regarding notices of default
and the time for curing defaults under the Masonic Lodge Ground Lease shall
supersede any provisions in the Masonic Lodge Ground Lease regarding notices of
default and the time for curing defaults.

     5.   PERS Foreclosure, Lease Assumption: PERS agrees that







                                      -6-
<PAGE>
in the event that it acquires the Masonic Lodge leasehold estate by foreclosure
or transfer in lieu of foreclosure, or by assignment of the Masonic Lodge Ground
Lease, it shall thereby assume the Masonic Lodge Ground Lease and be bound by
all of the terms and provisions thereof and perform all of the covenants to be
performed by Lessee thereunder, all as though it were the originally named
Lessee thereunder; provided, however, that the assignment provisions of
paragraph III(p) of the Masonic Lodge Ground Lease shall be superseded by the
provisions of paragraph 6 below.

     6.   ASSIGNMENT OF LEASE, $1 MILLION DOLLAR TRUST FUND: From and after the
closing of the Sundance Loan transaction and prior to a foreclosure or transfer
to PERS in lieu of foreclosure under the PERS Deed of Trust, neither the Masonic
Lodge Ground Lease nor any part thereof or interest therein or thereunder
(including, without limitation, any security interest or sublease interest)
shall be assignable or otherwise transferrable by the Lessee or any sublessee,
either voluntarily or by operation of law; provided that (1) the Masonic Lodge
Ground Lease shall be assignable to PERS in accordance with the assignment of
lease and assignment of rents contained in the PERS Deed of Trust and to PERS,
or any third party in connection with any foreclosure or transfer to PERS in
lieu of foreclosure under the PERS Deed of Trust, (2) following any such
foreclosure or transfer in lieu of foreclosure, the Masonic Lodge Ground Lease
shall be freely assignable; and (3) that following the death of M. B. DALITZ,
the Lessee may assign the Masonic Lodge Ground Lease to a third party with the
approval of the Lessor, which approval will not be unreasonably withheld,
subject to any assignment restrictions contained in the PERS Deed of Trust. In
consideration for the Lessor's agreement to the foregoing, it is agreed that the
fund

                                      -7-
<PAGE>
established by this paragraph shall be preserved at all times during the term of
the Masonic Lodge Ground Lease and transferred upon assignment as provided
herein.

            (a) At the time of the funding of the permanent Sundance Loan by
      PERS, a One Million Dollar ($1,000,000.00) cash fund (the "fund") shall be
      transferred to PERS by the Lessee and shall be held by PERS and used to
      cure any defaults under the Kramer, Ham or Mason Ground Leases to pay
      claims of any of the Ground Lessors under the Kramer, Ham, or Masons
      Ground Leases against the Lessee or any sublessee and to take such other
      action as appears necessary or advisable to cure any defaults under the
      Kramer, Ham or Masons Ground Leases and keep the PERS Deed of Trust from
      being affected by a threatened termination of any or all of said Ground
      Leases and keep all of said Ground Leases in good standing. The fund shall
      be held in trust by PERS for the benefit of the Ground Lessors under the
      purposes stated herein, and said trust shall be irrevocable.

            (b) PERS will invest the cash trust funds as directed by the Lessee,
      provided however that the investment is in PERS' sole discretion
      sufficiently liquid and negotiable to enable PERS to perform the
      requirements of the trust and to obtain the cash from the fund as
      necessary to satisfy the conditions of this Amendment. PERS will not be
      responsible or liable in any way for a loss of return on the investment or
      a loss of the principal invested whether the investment is reasonable or
      not, the responsibility and risk for which shall be solely with the
      Lessee. All income


                                      -8-
<PAGE>
     derived from the investment of the trust funds will be paid to Lessee.
     All losses to principal suffered as a result of the investment will be
     immediately reimbursed by the Lessee, SUNDANCE and/or ASSOCIATES as
     required by subparagraph (e) of this paragraph to maintain at all
     times a trust principal having a market value of at least $1 Million.

          (c) In the event PERS no longer is the secured lender on the
     Sundance Hotel and Casino property, then PERS will appoint the FIRST
     INTERSTATE BANK as the Trustee of said trust on the same terms and
     conditions herein stated, and transfer the funds then held in trust to
     the FIRST INTERSTATE BANK.

          (d) In the event that PERS makes a payment from the fund, or in
     the event the principal has been reduced or depleted because of the
     investment of the funds, it shall give notice to SUNDANCE, ASSOCIATES,
     the Ground Lessors and Lessee of such payment and the amount, payee
     and purpose for the claim paid, or loss of investment. In the event
     that PERS shall fail to give such notice, then such notice may be
     given by any of the Ground Lessors. Within ten (10) days of receipt of
     said notice, the fund shall be replenished by the Lessee, SUNDANCE
     and/or ASSOCIATES (jointly and severally) in the amount paid out or
     investment lost, so that the fund will at all times have a market
     value of at least $1 Million. Failure to replenish the fund within
     said time period shall constitute a default under the PERS Deed of
     Trust. Notwithstanding the foregoing, however, failure to replenish
     the fund as aforesaid shall not constitute a default under the Masonic
     Lodge Ground


                                      -9-
<PAGE>
     Lease unless and until the Sundance Loan is completely repaid in
     accordance with its terms (i.e., shall not constitute a default which
     PERS is required to cure under paragraph 4 hereof); provided that, in
     the event of such failure to replenish, (1) PERS must commence and
     diligently prosecute foreclosure proceedings under the PERS Deed of
     Trust, and (2) Lessee, SUNDANCE, ASSOCIATES and any guarantor of the
     obligations of Lessee under the Masonic Lodge Ground Lease shall be
     personally and jointly and severally responsible and liable to Lessor
     to effect such replenishment, and their liability in this regard shall
     be specifically enforceable.

          (e) PERS shall give all parties an annual report of the $1
     Million trust fund activities, transactions and value written sixty
     (60) days after each anniversary date of the establishment of the
     fund.

          (f) In the event PERS forecloses its Deed of Trust and
     thereafter assumes the Masonic Lodge Ground Lease, PERS will be
     relieved of any and all liabilities under the Masonic Lodge Ground
     Lease when it assigns the Masonic Lodge Ground Lease (subject to
     PERS' obligation to transfer the fund to FIRST INTERSTATE BANK under
     subparagraph (c), above), and the new assignee shall be solely
     responsible for each and every obligation under the Masonic Lodge
     Ground Lease.

In the event that, following the death of M. B. Dalitz, the Lessee shall seek
to assign the Masonic Lodge Ground Lease to a third party pursuant to clause
(3) of the proviso to the first sentence of this paragraph 6, and, pursuant to
said clause, the Lessor shall refuse to approve such assignment, then the
Lessor's determination to withhold such approval shall be conclusively


                                      -10-
<PAGE>



deemed to have been reasonable unless, within fifteen (15) days after notice
from the Lessor of the Lessor's determination, the Lessee shall elect to have
the matter submitted for determination by arbitration in accordance with the
commercial rules then obtaining of the American Arbitration Association, which
such submission to arbitration shall be the sole remedy of the Lessee for any
such withholding of approval by the Lessor. In the event of any such submission
to arbitration, the sole issue for arbitration shall be the determination as to
whether the withholding of approval by the Lessor shall have been reasonable or
unreasonable, and in the event that a determination shall be made that the
withholding of approval by the Lessor was unreasonable, then the decision shall
annul such withholding of approval, such annulment being the sole remedy of the
Lessee, it being the intention of the parties hereto (as to which they are
conclusively bound) that in no event shall any such withholding of approval by
the Lessor, or any decision in arbitration with respect thereto (1) impose any
financial liability upon or result in any damages being recoverable from the
Lessor and/or (2) create any right cognizable or remedy enforceable against the
Lessor in law or equity, or under any special statutory proceeding, or at all
(except by arbitration as aforesaid). The expenses of any such arbitration
(including, without limitation, the reasonable attorney's fees and expenses of
the parties thereto) shall be paid by the Lessee.

     7.   NO MERGER OF INTERESTS: There will be no merger of the leasehold and
fee estates if any party acquires both interests, unless PERS consents in
writing to a merger.

     8.   CASUALTY INSURANCE:
           (a) At all times from the date of closing of the Sundance Loan
transaction until the termination of the


                                      -11-
<PAGE>




     last to expire of the Kramer, Ham and Masons Ground Leases, whether or
     not the Sundance Loan has theretofore been repaid, casualty insurance
     on the improvements located upon the Premises and on any improvements
     located upon any other real property comprising a part of the hotel,
     casino, garage, restaurant or other operations of which the
     improvements located upon the Premises comprise a part (all of said
     improvements, whether or not located on the Premises, being
     hereinafter collectively referred to as "the Hotel") shall be carried
     by Lessee, SUNDANCE, ASSOCIATES and their respective successors and
     assigns on the terms set forth in the PERS Deed of Trust, as set forth
     in the copy thereof which is attached hereto as Exhibit "2" and
     incorporated herein by reference. All proceeds of such casualty
     insurance shall be made payable jointly to the ground Lessors, M. B.
     DALITZ, Lessee, SUNDANCE, ASSOCIATES, PERS and their respective
     successors and assigns. Current certificates evidencing such
     insurance, and copies of the insurance policies, in form and substance
     acceptable to the Ground Lessors shall be furnished by Lessee to
     the Ground Lessors at all times during the terms of the Kramer, Ham and
     Masons Ground Leases.

          (b) In the event of a partial or total damage to or destruction
     of the Hotel, any one of PERS, M. B. DALITZ, Lessee or any ground
     Lessor or any of their respective successors or assigns may elect to
     require the complete restoration thereof. In the event of such
     election, any casualty insurance proceeds which are payable in
     connection with the damage or destruction


                                      -12-
<PAGE>
     shall be applied to such restoration, and, in the absence or insufficiency
     of any such insurance proceeds, M. B. DALITZ, Lessee, SUNDANCE and
     ASSOCIATES shall be jointly and severally liable and responsible for
     contributing the necessary funds. Prior to the complete repayment of the
     PERS Deed of Trust, PERS or its successor or assign shall control the
     disbursement of all moneys required to be applied to any such restoration,
     in accordance with the terms and conditions of the PERS Deed of Trust.
     After the complete repayment of the PERS Deed of Trust, such moneys shall
     be controlled jointly by the Ground Lessors, M. B. DALITZ, Lessee,
     SUNDANCE, ASSOCIATES and their respective successors and assigns. In the
     event no election to restore is made by any party under this subparagraph,
     or in the event that available casualty insurance proceeds exceed the
     amount necessary to effect a complete restoration of the damage or
     destruction, then any casualty insurance proceeds not needed for such
     restoration in accordance with the terms hereof shall be allocated to PERS
     to completely satisfy the Sundance Loan as specified in the PERS Deed of
     Trust, and then to compensate the Ground Lessors fully as their interests
     may appear, and then the balance to M. B. DALITZ, Lessee, SUNDANCE and
     ASSOCIATES as their respective interests may appear.

          (c)  None of the provisions of the two preceding subparagraphs shall
     affect in any manner the provisions of the first sentence of Paragraph XI
     of the Masonic Lodge Ground Lease, and there shall be no reduction,
     abatement, adjustment or interruption of rent or any other required
     payments under the Masonic

                                      -13-

<PAGE>
     Lodge Ground Lease by reason of or in connection with any damage or
     destruction, or any restoration or rebuilding in connection therewith.

     9.  Liability Insurance:  Lessee shall provide at its sole cost and expense
comprehensive General Liability and Broad Form Comprehensive Liability Insurance
coverage in limits of $5 Million each occurrence and $5 Million aggregate, and
Automobile Liability in limits of $1 Million each occurrence and $1 Million
aggregate with endorsements to fully protect all of the Ground Lessors. The
insurance shall be re-examined by the parties from time to time but no less
often than every three (3) years from the date of this Amendment for the
purpose of determining that the limits of insurance and the coverage is
adequate and customary for the structures and risks involved in the operation
of the Hotel and to adjust the policies if necessary. Current certificates
evidencing such insurance, and copies of the insurance policies, in form and
substance acceptable to the Ground Lessors shall be furnished by Lessee to the
Ground Lessors at all times during the terms of the Kramer, Ham and Masons
Ground Leases.

    10.  Notices:  Any notice to be given under this Amendment or any payment
to be made to Lessor shall be addressed to the party and sent by certified or
registered mail addressed to:

     PERS:
     Public Employees Retirement System
        of Nevada
     693 West Nye Lane
     Carson City, Nevada 89701

     DALITZ -- Lessee:
     M. B. Dalitz or the M. B. Dalitz
        Revocable Trust
     3111 South Maryland Parkway
     Las Vegas, Nevada 89109

                                      -14-
<PAGE>
SUNDANCE:

Sundance Hotel and Casino, Inc.
301 East Fremont Street
Las Vegas, Nevada 89101

ASSOCIATES:

Sundance Associates
301 East Fremont Street
Las Vegas, Nevada 89101

LESSOR:

Las Vegas Lodge No. 32, Free and Accepted Masons
c/o Milton Keefer, Esq.
325 Maryland Parkway #1
Las Vegas, Nevada 89101

FIRST INTERSTATE BANK:

First Interstate Bank
Trust Department
300 East Carson Avenue
Las Vegas, Nevada 89101

     11.  Attorney's Fees and Costs: In the event any party to this Amendment
institutes legal proceedings to determine or to enforce its legal rights arising
hereunder, or in connection herewith, the prevailing party shall be entitled to
such reasonable attorney's fees and costs as it may incur in connection
therewith.

     12.  Lessee Defined: All references to "Lessee" herein shall be deemed to
include any and all assignees or sublessees of the Lessee under the Lease.

     13.  Limit of Amendment: This Amendment shall become effective upon the
closing of the Sundance Loan transaction. To the extent of any conflict or
inconsistency between the terms of this Amendment and the terms of the Masonic
Lodge Ground Lease, the terms of this Amendment shall prevail and take
precedence. Subject to the preceding sentence, however, all terms and
conditions of the Masonic Lodge Ground Lease are hereby ratified and affirmed
and shall remain in full force and effect.

     DATED this 20th day of December, 1982.

                                      -15-




<PAGE>
M. B. DALITZ REVOCABLE TRUST


     By: /s/ M. B. Dalitz Trustee
         -------------------------
         M. B. Dalitz, Trustee


         /s/ M. B. Dalitz
         -------------------------
         M. B. Dalitz

         SUNDANCE HOTEL AND CASINO,
         INC., a Nevada corporation


     By: /s/ Allan D. Sachs
         -------------------------
         Allan D. Sachs, President

         SUNDANCE ASSOCIATES, a Nevada
         limited partnership


     By: /s/ Allan D. Sachs
         -------------------------
         Allan D. Sachs
         General Partner


     By: /s/ Herbert L. Tobman
         -------------------------
         Herbert L. Tobman
         General Partner


     By: /s/ Jay E. Hechtman by Herbert L. Tobman atty-in-fact
         -------------------------
         Jay E. Hechtman
         General Partner


     By:   SUNDANCE HOTEL AND
           CASINO, INC., General
           Partner

           By: /s/ Allan D. Sachs
               -------------------
               Allan D. Sachs
               President


     ATTEST:

     By: /s/ Herbert Tobman
         -------------------------
         Secretary Herbert Tobman


     LAS VEGAS LODGE NO. 32
     FREE AND ACCEPTED MASONS OF
     LAS VEGAS, NEVADA


     By: /s/ James C. Hoge
         -------------------------
         James C. Hoge, Trustee



     By: /s/ James E. Washum
         -------------------------
         James E. Washum, Trustee

                                      -16-
<PAGE>

                                        By: /s/ Leonard R. Fayle
                                            ----------------------------
                                            Leonard R. Fayle, Trustee

                                        PUBLIC-EMPLOYEES RETIREMENT
                                        SYSTEM OF NEVADA

                                        By: /s/ Wilbur K. Keating
                                            ----------------------------
                                            Wilbur K. Keating
                                            Executive Officer


STATE OF NEVADA  )
                 )  ss.
COUNTY OF CLARK  )


     On this 4th day of January, 1983, personally appeared before me, a Notary
Public in and for said County and State, James C. Hoge, and Leonard R. Fayle,
known to me to be the Assignees of the Lessee and who executed the foregoing
Amendment to Masonic Lodge Ground Lease, and upon oath did depose and duly
acknowledge to me that they executed the above instrument freely and
voluntarily and for the uses and purposes therein mentioned.

     IN WITNESS WHEREOF I have hereunto set my hand and affixed my seal in Las
Vegas, Clark County, Nevada, the day and year in this certificate first above
written.


                                        /s/ Carrie B. Stewart
                                        ----------------------------------------
                                        Notary Public

                                               Notary Public - State of Nevada
                                                       CLARK COUNTY
                                        [SEAL]      Carrie B. Stewart
                                         My Appointment Expires May 2XXX, 198XXX


                                      -17-

<PAGE>

STATE OF NEVADA  )
                 :  ss.
COUNTY OF CLARK  )

     On December 20, 1982, personally appeared before me, a Notary Public,
M. B. Dalitz, individually, and M. B. Dalitz, Trustee of the M. B. Dalitz
Revocable Trust dated October 8, 1980, as amended December 20, 1982, who
acknowledged that he executed the above instrument.

       Notary Public - State of Nevada
                CLARK COUNTY                  /s/ Irene S. Albrecht
[SEAL]     Irene S. Albrecht                  ----------------------------
    My Appointment Expires Jan. 22, 1985      Notary Public


STATE OF NEVADA  )
                 :  ss.
COUNTY OF CLARK  )

     On December 20, 1982, personally appeared before me, a Notary Public,
Allan D. Sachs, known to me to be the President of Sundance Hotel and Casino,
Inc., who acknowledged that he executed the above instrument.

       Notary Public - State of Nevada
                CLARK COUNTY                  /s/ Irene S. Albrecht
[SEAL]     Irene S. Albrecht                  ----------------------------
    My Appointment Expires Jan. 22, 1985      Notary Public


STATE OF NEVADA  )
                 :  ss.
COUNTY OF CLARK  )

     On December 20, 1982, personally appeared before me, a Notary Public,
Allan D. Sachs, Herbert L. Tobman, and Herbert L. Tobman, attorney in fact for
Jay E. Hechtman, known to me to be the general partners of Sundance Associates,
who acknowledged that they executed the above instrument.

       Notary Public - State of Nevada
                CLARK COUNTY                  /s/ Irene S. Albrecht
[SEAL]     Irene S. Albrecht                  ----------------------------
    My Appointment Expires Jan. 22, 1985      Notary Public


STATE OF NEVADA  )
                 :  ss.
COUNTY OF CLARK  )

     On December 20, 1982, personally appeared before me, a Notary Public,
Allan D. Sachs, known to me to be the President of Sundance Hotel and Casino,
Inc., a General Partner of Sundance Associates, who acknowledged that he
executed the

                                      -18-
<PAGE>

above instrument.


       Notary Public - State of Nevada
                CLARK COUNTY                  /s/ Irene S. Albrecht
[SEAL]     Irene S. Albrecht                  ----------------------------
    My Appointment Expires Jan. 22, 1985      Notary Public


STATE OF NEVADA  )
                 :  ss.
COUNTY OF CLARK  )

     On January 4, 1983, personally appeared before me, a Notary Public,
James E. Washum, known to me to be a Trustee of Las Vegas Lodge No. 32 Free and
Accepted Masons of Las Vegas, Nevada, who acknowledged that he executed the
above instrument.

              JACQUELYN ALLEN
       Notary Public - State of Nevada        /s/ Jacquelyn Allen
[SEAL]          CLARK COUNTY                  ----------------------------
    My Appointment Expires Aug. 25, 1986      Notary Public


STATE OF NEVADA  )
                 :  ss.
COUNTY OF CLARK  )

     On January 4, 1983, personally appeared before me, a Notary Public,
Wilbur K. Keating, known to me to an Executive Officer of Public Employees
Retirement System of Nevada who acknowledged that he executed the above
instrument.

       Notary Public - State of Nevada
                CLARK COUNTY                  /s/ Irene S. Albrecht
[SEAL]     Irene S. Albrecht                  ----------------------------
    My Appointment Expires Jan. 22, 1985      Notary Public

                         RETURN TO:
                         LAWYERS TITLE OF LAS VEGAS, XXX

                                      -19-
<PAGE>
                                  EXHIBIT "1"


Lease Agreement entered into by LAS VEGAS LODGE No. 32, FREE & ACCEPTED MASONS
OF LAS VEGAS, CLARK COUNTY, NEVADA, as Lessor, and H. JOHN GLUSKIN, as Lessee,
recorded July 27, 1954 as Document No. 16355 in Book 17, Clark County, Nevada
records.

Amendment to above Lease Agreement recorded July 27, 1954 as Document No. 16356
in Book 17, Clark County, Nevada records.

Power of Attorney executed by H. JOHN GLUSKIN to HY GOLDFELD, recorded July 27,
1954 as Document No. 16357 in Book 17, Clark County, Nevada records.

Supplemental Agreement by and between VEGAS LODGE NO. 32, FREE & ACCEPTED MASONS
OF LAS VEGAS, CLARK COUNTY, NEVADA, as Lessor, and H. JOHN GLUSKIN, as Lessee,
recorded February 4, 1955 as Document No. 34334 in Book 39 of Official Records,
Clark County, Nevada.

Articles of Amendment by and between VEGAS LODGE No. 32, FREE AND ACCEPTED
MASONS, as Lessor, and FREDRIC N. RICHMAN and THE PULLIAM COMPANY, a
partnership, dba NEVADA BUILDING COMPANY, as Assignee/Lessee, recorded June 19,
1973 as Document No. 297840 in Book 338 of Official Records, Clark County,
Nevada.

Amendment to above Lease Agreement, recorded April 18, 1979 as Document Nos.
1000779 and 1000780 in Book 1041 of Official Records, Clark County, Nevada.

By Assignment of Lease recorded July 27, 1954 as Document No. 16359 in Book 17
of Official Records; re-recorded July 29, 1954 as Document No. 16523 in Book 17
of Official Records, Clark County, Nevada, the Lessee's interest in the above
described Lease was assigned to DAVID GOLDWATER.

Assignment of Lease as disclosed by Document No. 34335 recorded February 4, 1955
in Book 39 of Official Records, Clark County, Nevada, the Lessee's interest in
the above described Lease was assigned to DAVID GOLDWATER.

Assignment of Lease as disclosed by Document Nos. 33943 and 34336 recorded
February 1, 1955 and February 4, 1955 of Official Records, the Lessee's interest
in the above described Lease was assigned to THREE-O-ONE CORPORATION, a Nevada
corporation.

By Assignment of Lease recorded August 11, 1972 as Document No. 2XXX3615 in Book
254 of Official Records, the Lessee's interest in the above described Lease was
assigned to NEVADA BUILDING COMPANY.

By Assignment of Lease recorded April 18, 1979 as Document No. 1000778 in Book
1041 of Official Records; re-recorded April 26, 1979 as Document No. 1004574 in
Book 1045 of Official Records, Clark County, Nevada, the Lessee's interest in
the above described Lease was assigned to M. B. DALITZ.

By Assignment of Leases recorded September 12, 1980 as Document No. 1239412 in
Book 1280 of Official Records, the Lessee's interest in the above described
Lease was assigned to MOE B. DALITZ, Trustee under "THE M. B. DALITZ REVOCABLE
TRUST", dated January 25, 1980.

AFFECTING THE FOLLOWING DESCRIBED PROPERTY:

Lots One (1), Two (2), Three (3) and Four (4) in Block Thirty (30) of CLARK'S
LAS VEGAS TOWNSITE, as shown by map thereof on file in Book 1 of Plats, page 37,
in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH that certain alley vacated by the City of Las Vegas, recorded
April 9, 1979 as Document No. 995695 in Book 1036 of Official



<PAGE>
Records, Clark County, Nevada, as follows:

That portion of that certain Northwest-Southwest alley in Block Thirty (30) of
CLARK'S LAS VEGAS TOWNSITE, as shown by map thereof on file in Book 1 of Plats,
page 37, in the Office of the County Recorder of Clark County, Nevada,
described as follows: COMMENCING at the Southwesterly corner of Lot One (1) in
Block Thirty (30) of said CLARK'S LAS VEGAS TOWNSITE;
THENCE Southeasterly along the Southerly line of Lots One (1) through Four (4)
of said Block Thirty (30) a distance of 100 feet to a point;
THENCE at right angles to the Southwesterly line of said lots a distance of 10
feet to a point;
THENCE Northwesterly and parallel to the Southwesterly line of Lots One (1)
through Four (4) in Block Thirty (30) a distance of 100 feet to a point;
THENCE Northeasterly a distance of 10 feet to the TRUE POINT OF BEGINNING.