Exhibit 10.2

FIRST AMENDMENT TO  ASSET PURCHASE AGREEMENT

This First Amendment to Asset Purchase Agreement (the "Amendment"), effective as of July 18, 2005, is by
and between Regal Cinemas, Inc., a Tennessee corporation ("Buyer"), and Eastern Federal Corporation, a North Carolina corporation
("Seller"). Each of Buyer and Seller are sometimes referred to herein as a "Party" and, collectively, as
the "Parties." Capitalized terms used in this Amendment but not defined herein shall have the meaning given such terms in the Agreement (as defined
below).

RECITALS

Whereas, Regal Entertainment Group, a Delaware corporation ("REG"), and Seller previously entered into that
certain Asset Purchase Agreement, dated April 27, 2005 (the "Agreement") pursuant to which REG agreed to purchase the Purchased Assets; and

Whereas,
REG has assigned all of its right, title and interest in, to and under the Agreement to Buyer pursuant to that certain Assignment and Assumption Agreement dated July 15,
2005 by and between REG and Buyer; and

Whereas,
the Parties desire to amend the Agreement to remove the real property owned by Seller upon which an 8-screen theatre presently exists, and improvements thereon,
having an address of 9700 Two Notch Road, Columbia, South Carolina, from the definition of Purchased Assets such that Seller will retain all right, title and interest to said property, and to make
such other amendments to the Agreement as the Parties deem necessary or advisable.

The
Parties, intending to be legally bound, agree as follows:

AGREEMENT

1.     The
definition of "Polo Property" contained in Section 1.1 of the Agreement shall be deleted in its entirety and replaced with the following:



2.     The
definition of "Polo REA" contained in Section 1.1 of the Agreement shall be deleted in its entirety.

3.     The
definition of "Polo Retained Land" contained in Section 1.1 of the Agreement shall be deleted in its entirety.

4.     The
definition of "Polo Survey" contained in Section 1.1 of the Agreement shall be deleted in its entirety.

5.     The
definition of "Retail Center Owned Properties" contained in Section 1.1 of the Agreement shall be deleted in its entirety and replaced with the following:



6.     The
definition of "Retail Center REAs" contained in Section 1.1 of the Agreement shall be deleted in its entirety and replaced with the following:



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7.     The
definition of "Retail Center Surveys" contained in Section 1.1 of the Agreement shall be deleted in its entirety and replaced with the following:



8.     The
definition of "Retained Land" contained in Section 1.1 of the Agreement shall be deleted in its entirety and replaced with the following:



9.     The
definition of "Tangible Personal Property" contained in Section 1.1 of the Agreement shall be deleted in its entirety and replaced with the following:



10.   Section 2.1(d)
of the Agreement shall be deleted in its entirety and replaced with the following:



11.   The
sum of $127,600,000 contained in line 3 of the sole paragraph of Section 2.3(a) of the Agreement shall be deleted and replaced with the sum of $126,250,000.

12.   Section 3.4(b)
of the Agreement shall be deleted in its entirety and replaced with the following:



13.   Section 4.1
of the Agreement shall be deleted in its entirety and replaced with the following:



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14.   Schedule 2.1(a)
to the Agreement shall be amended by (a) deleting entry 14 on page one of such schedule and (b) deleting the Legal Description for
Movies at Polo Road, an uninc. area of Richland County, South Carolina.

15.   Schedule 2.5
to the Agreement shall be amended by (a) deleting the numeric entries in the row titled Polo Road and replacing such entries with the numeric
entries set forth in row "a" of the following table under the corresponding column as set forth in such table and (b) by deleting the numeric entries in the last row, which is untitled, and
replacing such entries with the numeric entries set forth in row "b" of the following table under the corresponding column as set forth in such table:

Asset Value

Land

St Wk/Bldg

Equip

Goodwilla

4,450,000

0

0

65,131

4,384,869b

126,250,000

17,500,000

41,311,878

7,589,867

59,848,255


16.   Schedule 2.7(c)(iv) to
the Agreement shall be amended by deleting entry "4. Polo Road REA (copy)" in its entirety and replacing such entry with the
following"



17.   Schedule 2.7(c)(v) to
the Agreement shall be amended by deleting entry "11. Polo Road REA (original)" in its entirety and replacing such with the
following:

11.   Polo
Road Declaration of Restrictive Covenant (original)

18.   Schedule 3.6(f)(ii) to
the Agreement shall be deleted in its entirety and replaced with the following:

Schedule 3.6(f)(ii)[Reserved]

19.   Seller
shall cease operations of, and shall close, the motion picture theatre at the Polo Property on or before the Effective Time and shall not use the Polo Property
for any other purpose during the Access Period (defined below), except for non-operational purposes and in cases of emergency, maintenance and/or repair.

20.   Buyer
shall have the right to enter, and Seller shall grant Buyer access to, the Polo Property for a period of 30 days (the "Access
Period") beginning on the day after the Effective Time for the purpose of removing the Tangible Personal Property located at the Polo Property. All personal property remaining
at the Polo Property immediately following the Access Period will remain the property of Seller and Seller shall have no liability whatsoever to Buyer, or otherwise, arising out of Seller's removal,
destruction or other disposition of same.

21.   During
the Access Period, Seller shall operate the heating, ventilating and air conditioning units at the Polo Property in such a manner consistent with past practices
of Seller.

22.   Buyer
shall repair any damage caused to the Polo Property by Buyer's removal of the Tangible Personal Property at the Polo Property (other than such
non-material damage as is reasonably necessary with respect to the removal process) and, at the expiration of the Access Period, shall leave the interior of the theatre at the Polo
Property in the lesser condition of (a) substantially the same condition as the condition of such property immediately prior to the commencement of the Access Period and (b) a broom
clean condition.

23.   Buyer
shall indemnify and hold harmless Seller Indemnified Persons, and shall reimburse Seller Indemnified Persons, for any Damages arising from or in connection with
Buyer's removal of the Tangible Personal Property from the Polo Property and Buyer shall add Seller as an additional insured

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on
Buyer's general liability policy for the duration of the Access Period solely for the purpose of providing for such indemnification; provided, however, that Buyer shall have no obligation to
indemnify Seller for any damage caused to the Polo Property by Buyer's removal of the Tangible Personal Property from the Polo Property which Buyer repairs to Seller's satisfaction in its sole
discretion pursuant to paragraph 22 of this Amendment.

24.   Seller
shall execute and deliver to the Closing Escrow Holder, at the Closing, two original counterparts of a declaration of restrictive covenant, in the form attached
hereto asExhibit Aand otherwise in recordable form, which declaration shall be recorded in the real property records in the jurisdiction in
which the Polo Property is located.

25.   Except
as expressly amended by this Amendment, the Agreement shall remain in full force and effect without change.

26.   This
Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute
one and the same instrument.

(SIGNATURE PAGES FOLLOW)

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IN
WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

| |  | Buyer:                     
| |  | ---------------------------
| |  | REGAL CINEMAS, INC.        
| |  | By:                        
| |  | Seller:                    
| |  | EASTERN FEDERAL CORPORATION
| |  | By:                        

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