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                                  EXHIBIT 10.8

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                    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  Venetian  Casino  Resort,  LLC, a Delaware  limited  liability
company  ("Buyer").  Capitalized terms used herein have the same meaning as used
in the Agreement defined below.

                                   WITNESSETH:

WHEREAS,  Buyer and Seller have entered into an Energy  Services  Agreement (the
"Agreement"), dated May 1, 1997; 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 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".

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

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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  and Other
     Customer's  business  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 Technicians   2
o        Central Plant Operators            10
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.

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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>

Venetian Casino Resort, 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

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</TABLE>