EXHIBIT 10.4


                   FIRST AMENDMENT TO MORGANS LAS VEGAS, LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

     THIS FIRST  AMENDMENT  ("Amendment")  made  effective as of the 15th day of
May, 2006 ("Effective  Date"),  by and between MORGANS/LV INVESTMENT LLC, a
Delaware limited liability company ("Morgans"), and ECHELON RESORTS CORPORATION,
a Nevada corporation ("Boyd"). Morgans and Boyd may hereinafter be referred to
singularly as a "Party" or "Member" or collectively as the "Parties" and the
"Members".

                              W I T N E S S E T H:

     WHEREAS,  Morgans and Boyd entered into a certain Limited Liability Company
Agreement,  dated  January  3,  2006,  for the  formation  of the  Company  (the
"Operating Agreement").

     WHEREAS,  each of the Members  desire to enter into this Amendment to amend
the Operating Agreement upon the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  for and in  consideration  of the mutual  promises of the
Members and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the Members agree as follows:

     A. INCORPORATION OF RECITALS/DEFINITIONS. The foregoing recitals are hereby
incorporated herein and made a part hereof as if fully set forth herein.  Unless
specifically defined herein, all defined terms used in this Amendment shall have
the same meanings as those set forth in the Operating Agreement.

     B. OPERATIVE AMENDMENTS.

     1. DEFINITIONS. The following definitions are hereby added to the Operating
Agreement:

     "HARD ROCK  PROPERTY"  shall mean,  collectively,  (a) that  certain  hotel
casino property  currently known as the "Hard Rock Hotel and Casino" and located
at  4455  Paradise  Road,  Las  Vegas,  Nevada  89109,  comprised  of,  but  not
necessarily  limited to, Clark County Assessor's Parcel Numbers  162-22-202-001,
002, and 003,  162-22-  103-004,  162-21-504-005,  162-21-602-002,  003, (b) any
expansions  of such  hotel  casino  property  and  improvements,  and (c)  other
adjacent or otherwise related properties and assets to be acquired by Morgans or
a Morgans Affiliate.

     "NON-RECOURSE  FINANCING"  shall mean,  in this  instance,  loan  financing
pursuant to which neither Morgans Parent nor any of its  Affiliates,  shall have
any financial or credit  obligations  or any related  liability to any lender or
other third  party,  related to any capital  contributions  or payment or credit
support  arising  from or related to such  financing  of the Hard Rock  Property
(other than  carve-outs  and  exceptions  that may be  reasonably  customary for
non-recourse financings).
<PAGE>

     2. COLLATERAL FOR FUNDING  OBLIGATIONS AND  COMMITMENTS.  The following new
Section 5.09 is hereby added to the Operating Agreement:

          Section 5.09. MORGANS COLLATERAL AND FAILURE TO PROCEED.


          (a) Upon the  closing  of the  acquisition  by  Morgans  or a  Morgans
     Affiliate of the Hard Rock  Property,  Morgans  agrees to wire  transfer to
     Boyd, into a segregated  account  designated by Boyd, a cash deposit in the
     amount of Thirty Million Dollars  ($30,000,000)  (the "Deposit"),  and such
     Deposit  shall be  maintained in such account by Boyd and shall be retained
     or applied by Boyd, or refunded to Morgans, in accordance with this Section
     5.09. As consideration for Boyd's agreement with respect to the acquisition
     of the Hard Rock Property (as permitted by Section 8.05(b) of the Operating
     Agreement,  as amended  pursuant  to this  Amendment),  Boyd shall have the
     right to  retain  and shall  have no  obligation  to  return  or  otherwise
     reimburse to Morgans the amount of the Deposit upon the  occurrence  of any
     of the  following:  (i)  Morgans  fails  to  satisfy  any of its  financial
     commitments  contained in this Operating Agreement following written notice
     from Boyd and the expiration of any applicable cure period set forth in the
     Operating Agreement and the Hotel Management Agreement,  including, without
     limitation, any obligation to fund a Capital Contribution or Cost Overruns,
     and/or (ii) the Contribution Date does not occur prior to the Outside Start
     Date  ("Contribution  Date  Passage")  due to a breach  by  Morgans  of its
     obligations  under the  Operating  Agreement  and/or  the Hotel  Management
     Agreement  following  written  notice  from  Boyd  and  expiration  of  all
     applicable  cure  periods  set  forth  in  the  Operating   Agreement  (the
     occurrence of either (i) or (ii) above shall  hereinafter be referred to as
     a "Morgans  Default").  In the event that the Contribution Date shall occur
     in accordance with this Operating Agreement, then the amount of the Deposit
     shall be applied by Boyd against the Morgans Capital Commitment required to
     be  contributed  by  Morgans  on such  date.  The  parties  agree  that the
     Contribution Date Passage date shall be extended day for day as a result of
     any decision by Boyd,  made prior to the Outside  Start Date,  to delay the
     commencement  of  construction  and/or  pre-construction  activities  of  a
     material  portion of Echelon  Place  (excluding  the Hotels,  to the extent
     caused by a breach of Morgans as set forth  above)  beyond  June 30,  2008.
     Morgans  and Boyd  each  agree to  proceed  at all  times in good  faith in
     connection with the pre-development of the Hotels pursuant to the Operating
     Agreement.

          (b)  Notwithstanding  Section  4.03  or  any  other  provision  of the
     Operating  Agreement to the  contrary,  in the event of a Morgans  Default,
     Boyd shall have the  exclusive  right to use at Echelon  Place (and Morgans
     shall not use within the greater Las Vegas  metropolitan  area,  including,
     but not limited to, Clark County,  Nevada),  without  payment of any fee or
     any  other  compensation  to  the  Company  or to  Morgans  or  any  of its
     Affiliates, (i) the plans,  specifications,  reports, test results or other
     work product prepared in connection with the Project for Boyd to use in its
     construction  of the Hotels on the Land or  anywhere  else  within  Echelon
     Place,  and  (ii)  for the  period  of time  commencing  on the date of the
     Contribution  Date Passage or the  dissolution  of the Company as set forth
     above through December 31, 2055, the names "Delano Las Vegas" and "Mondrian
     Las Vegas",  and other marks and names that are derivative from such names,
     pursuant  to the brand  standards  for the  Delano and  Mondrian  brands in
     effect

                                      -2-
<PAGE>

     from time to time and pursuant to other  customary  non-monetary  terms
     and conditions for licensing arrangements of this type.

          (c)  Notwithstanding   anything  to  the  contrary  contained  in  the
     Operating  Agreement or the Hotel Management  Agreement,  the Members agree
     that in the event of a Morgans  Default,  Boyd may, in its sole discretion,
     terminate the Hotel Management  Agreement,  and neither the Company nor any
     Member  or  Affiliate  of such  Member,  shall  have any  other  rights  or
     obligations thereunder.

          (d)  Morgans  agrees that to the extent a dispute  arises  between the
     Members  under  the  Operating  Agreement  or  Hotel  Management  Agreement
     relating to or arising from the use of the Morgans  brand names by Boyd, as
     set forth above in Section  5.09(b) above,  Boyd shall continue to have the
     right  to (i) use the  Morgans  Brand  Names  for the  Hotels,  during  the
     pendency of such dispute in accordance with such Section 5.09(b),  and (ii)
     use the plans and specifications and other materials  referenced in Section
     5.09(b)(i)  above,  regardless  of the outcome of such  dispute;  provided,
     however,  that to the extent that it is  determined by a court of law, with
     proper  jurisdiction  over the dispute,  that Boyd does not have a right to
     use the Brand Names,  the use of such Brand Names shall be  discontinued by
     Boyd in  accordance  with  such  ruling or  finding,  as of that  date,  in
     connection with Boyd's development,  construction,  and/or operation of the
     Hotels.

          (e) Boyd agrees that its rights under Section 5.09(a) and (b) shall be
     deemed  terminated  and void upon the occurrence of any of the following on
     or prior  to the date of the  Contribution  Date  Passage:  (w) any sale or
     other disposition or conveyance by Boyd or a Boyd Affiliate of (i) the Land
     or a material portion thereof,  or its direct or indirect interests therein
     or (ii) its ownership  interest in  substantially  all of the land on which
     Echelon  Place  is to be  built,  if such  sale or  other  disposition,  as
     contemplated  under sections (i) and (ii) above,  is made to a third party,
     but which shall not include an entity  that is a Boyd  Affiliate  or a Boyd
     Controlled Affiliate,  provided that nothing in this clause (w) is intended
     to, or shall have the effect of,  granting to Boyd any rights with  respect
     to the direct or indirect  transfer of the Land or Boyd's interests therein
     beyond  Boyd's  rights as currently  set forth in the  Operating  Agreement
     (without  giving  effect  to this  Amendment),  (x) the  occurrence  of the
     Contribution Date Passage for any reason other than a Morgans Default,  (y)
     a  merger,   sale,   consolidation  or  other  transaction  (or  series  of
     transactions) shall occur resulting in the change of the direct or indirect
     ownership  of 50% or more of the  outstanding  common stock of Boyd Parent,
     other than (i)  through  the trading of  publicly  held  securities  in the
     ordinary  course or (ii) as a result of transfers  between and among family
     members of William S. Boyd, including estate planning related transfers, or
     (z) the  acquisition  by Boyd of the Morgans  Interest  pursuant to Section
     12.05 of the  Operating  Agreement.  Upon the  occurrence of any such event
     described in this Section 5.09(e), Boyd shall not have the right to retain,
     and shall promptly return or otherwise reimburse to Morgans,  the amount of
     the Deposit and Boyd shall have no rights under Section 5.09(b) above.

          (f)  The  obligations  of  Boyd  under  this  Section  5.09  shall  be
     guaranteed by the Boyd Parent.

                                      -3-
<PAGE>

           (g) The  obligations  of  Morgans  under this  Section  5.09 shall be
      guaranteed by the Morgans Parent.

     3. DUTIES AND CONFLICTS.  The following  sentence shall be added at the end
of Section 8.05(b) of the Operating Agreement:

      "Notwithstanding anything in this Section 8.05(b), the provisions of this
      subsection shall not apply to any acquisition, investment, management,
      development or other activity described in the preceding sentence by
      Morgans or any Morgans Affiliate in, at (or of) the Hard Rock Property.
      In addition, the provisions of Section 3.5 of the Hotel Management
      Agreement shall not be applicable to the Hard Rock Property, and the Hotel
      Management Agreement shall be deemed to be amended by this sentence in
      accordance with Section 22.13 of the Hotel Management Agreement."

     4. ADDITIONAL REPRESENTATION AND COVENANT. As a material inducement to Boyd
to enter into this Amendment,  Morgans  represents,  warrants and covenants with
Boyd that any financing  obtained in connection with the acquisition of the Hard
Rock Property shall be Non-Recourse Financing with respect to Morgans Parent and
any of its Affiliates.

     C.  EFFECTIVE  UPON HARD ROCK  CLOSING.  Notwithstanding  anything  in this
Amendment to the contrary,  this  Amendment  shall only be effective  upon,  and
shall have no force or effect  prior to, the closing by a Morgans  Affiliate  of
the  acquisition  of the  Hard  Rock  Property.  If,  prior  to the  date of the
Contribution  Date Passage,  the agreement of a Morgans Affiliate to acquire the
Hard Rock Property  shall  terminate and if Morgans shall notify Boyd in writing
of such  termination,  then this Amendment shall thereafter be null, void and of
no force or effect.

     D.   COUNTERPARTS.   This   Amendment  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  to be the  same  document.  The
provisions of this Amendment shall survive any termination or dissolution of the
Company.

     E. NO OTHER AMENDMENTS.  Except as specifically  amended hereby, all of the
other terms and conditions of the Operating  Agreement  remain in full force and
effect in accordance with its terms.

     F. GOVERNING LAW. All questions concerning the construction,  validity, and
interpretation of this Amendment will be governed by and construed in accordance
with the internal law (and not the law of conflicts) of Delaware.

                            [SIGNATURE PAGE FOLLOWS]

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<PAGE>


      IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day
and year first above set forth.

                              MORGANS/LV INVESTMENT LLC

                              By: Morgans Group LLC


                              By:     /s/ W.Edward Scheetz
                                   ---------------------------
                                   Name:  W.Edward Scheetz
                                   Title: Chief Executive Officer



                               AS TO SECTIONS 5.06(a) and 5.09 OF THE
                               OPERAGREEMENT AS AMENDED HEREBY ONLY:


                               MORGANS HOTEL GROUP CO.


                               By:    /s/ W.Edward Scheetz
                                   ---------------------------
                                   Name:  W.Edward Scheetz
                                   Title: Chief Executive Officer



                       [SIGNATURES CONTINUE ON NEXT PAGE]

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<PAGE>


                           [SIGNATURES CONTINUED]

                               ECHELON RESORTS CORPORATION


                               By:    /s/ Paul J. Chakmak
                                   ---------------------------
                                   Name:  Paul J. Chakmak
                                   Title: Senior Vice President and Treasurer



                               AS TO SECTIONS 4.02(c), 5.06(b), 5.09, 8.05(c)
                               AND 11.02(b) ONLY OF THE OPERATING AGREEMENT AS
                               AMENDED HEREBY:


                               BOYD GAMING CORPORATION


                               By:    /s/ Paul J. Chakmak
                                   ---------------------------
                                   Name:  Paul J. Chakmak
                                   Title: Senior Vice President
                                          Finance and Treasurer



                       [SIGNATURES CONTINUE ON NEXT PAGE]

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<PAGE>

                             [SIGNATURES CONTINUED]

                               The Parties to the Hotel Management Agreement
                               have executed this Amendment below for purposes
                               of amending the Hotel Management Agreement
                               pursuant to the last sentence of Section (B)(3)
                               of this Amendment:

                               OWNER

                               MORGANS LAS VEGAS, LLC

                               By: Echelon Resorts Corporation

                               By:    /s/ Paul J. Chakmak
                                   ---------------------------
                                   Name:  Paul J. Chakmak
                                   Title: Senior Vice President and Treasurer


                               OPERATOR

                               MORGANS/LV MANAGEMENT LLC

                               By: Morgans Hotel Group Management LLC

                               By: Morgans Group LLC

                               By: Morgans Hotel Group Co.

                               By:    /s/ W.Edward Scheetz
                                   ---------------------------
                                   Name:  W.Edward Scheetz
                                   Title:



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