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Exhibit 10.2
  SECOND AMENDMENT TO AGREEMENT
 Second Amendment Developer New Developer Mall II Buyer
  Original
Developer Phase II Mall Sale Agreement Phase II Mall
 First Amendment Amended Agreement
 GCS Letter Agreement Mall II LLC




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2 
  
 Exhibit A
    Walgreens Portion
 CAP II Walgreens Lease




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3       Delivery of Survey
  Exhibit C




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4   Tenant Payments Tenant Contractor Tenant Contractor
Payments
 Exhibit B Exhibit C




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5     REA
Amendment




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6    Apportionments




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7   i e




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8 Additional Payment Amount divided by
 Excluded Space Excluded Lease Bathhouse Master Lease Temporary
Lease
 Bathhouse Resolution




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9  divided by
 divided by
 Palazzo Village




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10 Lease Palazzo
Village Exhibit C
 Exhibit D




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11




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PHASE II MALL HOLDING, LLCBy:
    
    Lido Casino Resort Holding Company, LLC, its ManagerBy:
    
    Lido Intermediate Holding Company, LLC, its managing memberBy:
    
    Venetian Casino Resort, LLC, its sole memberBy:
    
    /s/ Robert G. GoldsteinName: Robert G. GoldsteinTitle: Senior Vice President




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VENETIAN CASINO RESORT, LLCBy:
    /s/ Robert G. GoldsteinName:
    Robert G. GoldsteinTitle:
    Senior Vice President




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MALL II BUYER:GGP LIMITED PARTNERSHIPBy:
    
    General Growth Partnership, Inc.By:
    
    /s/ Bernard FreibaumName: Bernard FreibaumTitle: Authorized Officer




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Exhibit A
Construction Drawings and Specs at 100% completion
 [attached behind]
  Ex. A -1




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Exhibit B
 SURVEY AREA X
 LEGAL DESCRIPTION
 PARCEL B
 A PORTION OF LOT 1 OF THAT CERTAIN FINAL MAP ENTITLED FINAL MAP OF THE VENETIAN COMMERCIAL
SUBDIVISION, RECORDED IN BOOK 139 OF PLATS, AT PAGE 25, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA,
LYING WITHIN THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16,
TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:
 COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE
NORTH 77°4314 WEST, 1,512.68 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°0000 WEST, 25.90
FEET; THENCE SOUTH 46°0000 WEST, 36.57 FEET; THENCE NORTH 44°0000 WEST, 14.81 FEET; THENCE
NORTH 89°0000 WEST, 87.77 FEET; THENCE SOUTH 01°0000 WEST, 0.80 FEET; THENCE NORTH 89°0000
WEST, 23.34 FEET; THENCE NORTH 00°5907 EAST, 42.10 FEET; THENCE SOUTH 88°5959 EAST, 147.45 FEET
TO THE POINT OF BEGINNING.
 EXCEPTING THEREFROM ALL OF ABOVE DESCRIBED AREA LYING BELOW THE ELEVATION OF 2117 FEET AND ABOVE
THE ELEVATION OF 2136 FEET, BASED ON CLARK COUNTY BENCH MARK 6C11 15W4, A RIVET AND SQUARE ALUMINUM
PLATE IN TOP OF CURB, NORTHEAST CORNER OF PARADISE ROAD AND SANDS AVENUE-TWAIN AVENUE, NEAR THE PC
OF PARADISE ROAD, HAVING A RECORD ELEVATION OF 2051.22 FEET.
 SAID PARCEL CONSISTS OF AIR RIGHTS ONLY.
 PARCEL C
 A PORTION OF LOT 1 OF THAT CERTAIN FINAL MAP ENTITLED FINAL MAP OF THE VENETIAN COMMERCIAL
SUBDIVISION, RECORDED IN BOOK 139 OF PLATS, AT PAGE 25, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA,
LYING WITHIN THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 16,
TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:
 COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 16; THENCE
NORTH 77°4314 WEST, 1,512.68 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°0000 WEST, 25.90
FEET; THENCE SOUTH 46°0000 WEST, 36.25 FEET; THENCE NORTH 44°0000 WEST, 3.34 FEET; THENCE SOUTH
46°0000 WEST, 20.59 FEET; THENCE SOUTH 44°0000 EAST, 1.27 FEET; THENCE SOUTH 46°0000 WEST,
8.04 FEET; THENCE SOUTH 01°0000 WEST, 54.32 FEET; THENCE NORTH 89°0000 WEST, 37.07 FEET; THENCE
NORTH 01°0000 EAST, 2.14 FEET; THENCE NORTH 89°0000 WEST, 18.26 FEET; THENCE NORTH 01°0000
EAST, 15.00 FEET; THENCE NORTH 89°0000 WEST, 7.00 FEET; THENCE NORTH 01°0000 EAST, 13.16 FEET;
THENCE NORTH 89°0000 WEST, 15.57 FEET; THENCE SOUTH 01°0000 WEST, 3.68 FEET; THENCE NORTH
89°0000 WEST, 22.17 FEET; THENCE NORTH 00°5907 EAST, 98.00 FEET; THENCE SOUTH 88°5959 EAST,
147.45 FEET TO THE POINT OF BEGINNING.
  Ex. B -1




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EXCEPTING THEREFROM ALL OF ABOVE DESCRIBED AREA LYING BELOW THE ELEVATION OF 2136 FEET AND ABOVE
THE ELEVATION OF 2148 FEET, BASED ON CLARK COUNTY BENCH MARK 6C11 15W4, A RIVET AND SQUARE ALUMINUM
PLATE IN TOP OF CURB, NORTHEAST CORNER OF PARADISE ROAD AND SANDS AVENUE-TWAIN AVENUE, NEAR THE PC
OF PARADISE ROAD, HAVING A RECORD ELEVATION OF 2051.22 FEET.
 SAID PARCEL CONSISTS OF AIR RIGHTS ONLY.
 BASIS OF BEARING   NORTH 00°24'18" WEST BEING THE EAST LINE OF THE NORTHEAST QUARTER (NE 1/4) OF THE SOUTHWEST QUARTER
(SW 1/4) OF SECTION 16, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M. AS SHOWN ON PARCEL MAP FILE 33,
PAGE 98 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA, SAID LINE ALSO BEING THE CENTERLINE OF KOVAL
LANE.
 END OF DESCRIPTION.
 LAND SURVEYOR, PLS
NOAH REYNOLDS
NEVADA LICENSE NO. 13870
 HORIZON SURVEYS
9901 COVINGTON CROSS DRIVE, SUITE 120
LAS VEGAS, NV 89144
(702) 228-5066
  Ex. B -2




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Exhibit C
Description of Palazzo Village
    -
    
    Thomas Keller for Bouchon Bakeryand Burgers and Half-bottles-
    
    Joe Bastianich and Marion Batali for La Mozzaand Casa Mona-
    
    Emeril Lagasse for a yet to be named BBQ concept-
    
    Gary Greengrass for Barney Greengrass-
    
    Charlie Trotter for Trotters To Go-
    
    CRU or Zackys for wine
    Ex. C -1




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Exhibit D
Additional Punch List Items
 1.
    
    The operating manuals;2.
    
    Six (6) directories;3.
    
    Five (5) lounge seating groups;4.
    
    Fifteen (15) trash receptacles.;5.
    
    Directional signage; and6.
    
    Mirrors in restrooms.
  Ex. D -1




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Exhibit E
 Description of Level 136 Common Area to Be Conveyed to Mall II LLC
 [attached behind]
 Ex. E-1