<PAGE>

                                  EXHIBIT 10.10

                                  -------------

                    ENERGY SERVICES AGREEMENT AMENDMENT NO. 1

This Amendment No. 1 is entered into as of this First day of July,  1999, by and
between  Atlantic-Pacific  Las Vegas,  LLC, a Delaware limited liability company
("Seller"),  and Grand  Canal  Shops  Mall,  LLC, a Delaware  limited  liability
company  ("Buyer").  Capitalized terms used herein have the same meaning as used
in the Agreement defined below.

                                   WITNESSETH:

WHEREAS,  Grand Canal Shops Mall Construction,  LLC and Seller have entered into
an Energy Services Agreement (the "Agreement"), dated May 1, 1997; and

WHEREAS,  Grand Canal Shops Mall  Construction,  LLC has assigned its rights and
obligations under this Agreement and the Easement Agreement to Buyer; and

WHEREAS,  Seller has  established a staff of full time employees for the purpose
of providing  Operations and Maintenance Services pursuant to Article 3.2 of the
Agreement, and

WHEREAS, Buyer's affiliate, Venetian Casino Resort, LLC (VCR), has established a
staff of full time  employees  for the  purpose  of  operating  and  maintaining
Buyer's Facilities, and

WHEREAS,  Buyer and Seller have mutually  agreed to utilize the services of each
others employees to the extent appropriate and practical ("Staff Consolidation")
for  the  purpose  of  minimizing  the  size of each  staff,  such  minimization
resulting in significant labor cost savings, and

WHEREAS, in connection with the Staff  Consolidation as described herein,  Buyer
and Seller  agree that Buyer  shall  direct and  supervise  Seller's  employees,
subject to the provisions and qualifications contained in the Agreement and this
Amendment No. 1.

NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual  covenants,
conditions  and  agreements  set forth  herein and such other good and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Buyer and Seller,  each intending to be legally bound, do hereby agree to modify
the Agreement as follows:

1.   Section 3.3, Energy Management Services, add the following after the fourth
     sentence: Buyer shall have the right, but not the obligation, to (i) review
     the  performance of the Energy  Management  Services on an on-going  basis,
     (ii) provide  comments and  suggestions  regarding the  performance  of the
     Energy Management  Services,  and (iii) make  recommendation  regarding the
     purchase of supplies of  electricity,  natural  gas, and  alternate  fuels.
     Notwithstanding  the second  sentence of this  Section  3.3,  Seller  shall
     consider such suggestions and  recommendations  during the discharge of its
     obligations herein, and implement them.

2.   Section 4.2 (a), Operations and Maintenance Services Payments,  replace the
     word "Contract" with the word "Budget" in the third line.

3.   Section 4.5, Billings and Payments,  delete paragraph (iii) in its entirety
     and revise the numbering of the succeeding paragraphs accordingly.

4.   Section  4.5 (c),  Billings  and  Payments,  delete the word  "plus" in the
     fourth  line and delete  "(ii) the cost of any Thermal  Energy  provided to
     Buyer during the preceding calendar month in an amount equal to the product
     of the Unit  Variable  Costs and Buyer's  actual,  metered  consumption  of
     Thermal Energy during such period".

5.   Section 7.2, Seller's Insurance, Replace "set forth on Schedule 7.2" in the
     first line with "of this Agreement".

6.   Section 7.5, Evidence of Insurance,  add the following  sentence at the end
     of the paragraph: "Buyer and Seller shall, on each anniversary date of this
     Agreement,  provide revised and updated certificates to the other party, if
     necessary.   Buyer  and  Seller   agree  that  prior  to   providing   such
     certificates,  each party will review the  insurance  requirements  of this
     Agreement  for the  purpose of  confirming  that such  requirements  remain
     appropriate  and that no duplication of insurance  exists between Buyer and
     Seller".

<PAGE>

7.   Section 13.5, Notice, revise Seller's address to the following:

        Atlantic Pacific Las Vegas, LLC
        1825 Atlantic Avenue
        Atlantic City, NJ 08400
        Attention: General Manager
        Telefax (609) 572-7200

8.   SCHEDULE 3.2A,  Operation And Maintenance Services,
                     ----------------------------------

     A.   add  the  following  at the end of the  first  sentence  of the  first
          paragraph: "in a manner which is consistent with the mission and goals
          of Buyer's and Other Customer's business operations".

     B.   add the  following at the beginning of the second  paragraph:  "Seller
          will   integrate  its  operations   and   maintenance   staff  ("Staff
          Consolidation")  with the staff of the  Venetian  Casino  Resort,  LLC
          building maintenance staff (the "Venetian Facilities  Department") for
          the purpose of  organizational  coordination  and  utilization  of the
          talents and  capabilities of members of the integrated staff by either
          the Venetian Facilities  Department or Seller. The Venetian Facilities
          Department   shall  direct  and  supervise   Seller's   operation  and
          maintenance  services  (such  direction  and  supervision  to include,
          without  limitation,  decisions with respect to the  implementation of
          Staff  Consolidation  and  decisions  with  respect  to the  amount of
          Seller's  personnel  that is necessary for Buyer's  business and Other
          Customer's operations) to the extent necessary to realize the benefits
          of Staff  Consolidation;  provided however that under no circumstances
                                    ----------------
          shall Seller be directed to perform operation and maintenance services
          that would be  inconsistent  with Prudent  Operating  Practice  and/or
          Seller's  obligations under this Agreement.  Any dispute in connection
          with the proviso clause of the preceding sentence shall be resolved in
          accordance  with clause (3) of Amended and Restated  Schedule  4.2. To
          the extent directed by Buyer,"

     C.   replace the fourth sentence of the second paragraph with the following
          sentence: " Buyer shall supply, or cause to be supplied, all goods and
          materials  required to operate and  maintain  the Central  Plant , the
          Other Facilities,  and Buyer's Equipment,  unless Buyer directs Seller
          to do, in which case,  the cost of such goods and  materials  shall be
          included in Seller's O&M Budget."

     D.   replace  the  fourth  paragraph  of  Section  I.  Staffing,  with  the
                                                            --------
          following:

<TABLE>
<CAPTION>

          "Seller will  execute the work by  providing a staff which,  as of the
          HVAC  Completion  date,  consists  of the  types and  quantity  of the
          following personnel:

        <S>      <C>                            <C>


        o        Energy Facility Manager        1
        o        Maintenance Manager            1
        o        Central Plant Manager          1
        o        Environ/Safety Manager         1
        o        Shift Supervisors              4
        o        Maintenance Clerk              1
        o        Administrative Assistant       1
        o        Senior Facilities Technicians  19
        o        Assistant Facilities           2
                 Technicians                    10
        o        Central Plant Operators        2
        o        Instrument/Electricians        3
        o        Duty Engineers                 3
</TABLE>

9.   SCHEDULE 4.2, O&M Services Payment Determination, replace SCHEDULE 4.2 with
     the attached AMENDED AND RESTATED SCHEDULE 4.2.

10.  All  references in the Agreement to "Unit  Variable Cost" or "Unit Variable
     Share" shall be deemed deleted.

<PAGE>

IN WITNESS WHEREOF,  the undersigned have caused this Amendment No. 1 to be duly
executed and delivered as of the date and day first above written.

<TABLE>
<CAPTION>

Grand Canal Shops Mall, LLC           Atlantic Pacific Las Vegas, LLC
("Buyer)                                        ("Seller")

<S>                               <C>
By:   /s/ David Friedman                   By: /s/ Carl Fogler
      ---------------------------          ---------------------------

Name:  David Friedman                      Name: Carl Fogler

      ---------------------------          ---------------------------

Title: Secretary                           Title: Vice President

      ---------------------------          ---------------------------
</TABLE>