**Exhibit 10.38**

 

[LOGO]

 

County of San Bernardino

 

F A S

 

**STANDARD CONTRACT**

** **

***FOR COUNTY USE ONLY***
| E  M  X                                                      | ý             | New  Change  Cancel   | Vender Code                   | SC                   | Dept.    | A                              | Contract Number   00-578 A-1 |
|--------------------------------------------------------------|--------------------|-----------------------|-------------------------------|----------------------|----------|--------------------------------|------------------------------|
| County  Department  Public Works – Regional Parks       | Dept.  CCP    | Orgn GLH         | Contractor’s License No. |
| County  Department Contract Representative  Thomas A. Potter | Ph. Ext.  387-2340 | Amount of Contract  $ |
| Fund  AAA                                                    | Dept.  CCP         | Organization  GLH     | Appr.                         | Obj/Rev Source  8525 | Activity | GRC/PROJ/JOB Number   84008525 |
| Commodity Code                                               |               | Estimated             | Payment                       | Total by Fiscal Year |     |
|                                                         | FY                 | Amount                | I/D                           | FY                   | Amount   |
|                                                         | I/D                |                  |                          |                 |     |
| Project Name                                                 |               |                  |                          |                 |     |                           |                         |   |   |   |   |
|                                                         |               |                  |                          |                 |     |                           |                         |   |   |   |   |
| Renaissance  Pleasure Faire                                  |               |                  |                          |                 |     |                           |                         |   |   |   |   |
|                                                         |               |                  |                          |                 |     |                           |                         |   |   |   |   |
|                                                         |               |                  |                          |                 |     |                           |                         |   |   |   |   |
|                                                         |               |                  |                          |                 |     |                           |                         |   |   |   |   |
|                                                         |               |                  |                          |                 |     |                           |                         |   |   |   |   |
|                                                              |                    |                       |                               |                      |          |                                |                              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

THIS CONTRACT is entered intoin the State of California by and between the County of San Bernardino,hereinafter called the County, and

 
| Name

Renaissance  Entertainment Corporation |   | hereinafter  called |  LICENSEE |
|----------------------------------------------|--------|---------------------|----------------|
| Address  275 Century Circle, Suite 102       |   |                |
|                                         |   |                |
| Louisville,  CO 80027                        |   |                |
| Phone  (303) 664-0300                        |   | Birth Date          |           |   |
| Federal ID  No. or Social Security No.       |   |                |
|                                              |        |                     |                |  |  |

 

**IT IS HEREBY AGREED AS FOLLOWS:**

*(Use space below and additional bond sheets.Set forth service to be rendered, amount to be paid, manner of payment, timefor performance or completion, determination of satisfactory performance andcause for termination, other terms and conditions, and attach plans,specifications, and addende, if any.)*

 

 

WHEREAS, theCounty of San Bernardino (“COUNTY”) and Renaissance Entertainment Corporation(“LICENSEE”) entered into an Agreement, Contract No. 00-578 B, whereby COUNTYallows LICENSEE to use a portion (“Use Area”) of Glen Helen Regional Park(“Park”), and;

 

WHEREASParties now desire to amend the Agreement to extend the completion date ofcertain improvements;

 

NOW,THEREFORE, in consideration of mutual convenants and conditions, the partieshereto agree to amend Lease Agreement, Contract No. 00-578B as follows:

 

1.               CHANGEthat portion of the recitals which now reads, “WHEREAS, the PARTIES agree thatTENANT will make certain improvements to the PARK, all of which are to becompleted by June 30, 2004”, to read as follows. “WHEREAS, the PARTIES agreethat TENANT will make certain improvements to the PARK, all of which are to becompleted by June 30, 2010”

 

2.               ReplaceEXHIBIT E, BUSINESS PLAN, with attached EXHIBIT E, BUSINESS PLAN.

 

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3.               Allother provisions and terms of the Agreement, County Contract No. 00-578 B,shall remain the same and are hereby incorporated by references.

 

4.               Thisamendment shall be effective when executed by both parties.

 

IN WITNESSWHEREOF, the parties hereto have caused their respective names to be hereuntosubscribed by their respective proper officers hereto duly authorized.

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| COUNTY OF  SAN BERNARDINO                            |     | RENAISSANCE  ENTERTAINMENT CORPORATION |              |
|------------------------------------------------------|----------|----------------------------------------|-------------------|
|                                                 |     |                                   |              |
| **>**                                             |     |                                   | By           | **>** | /s/ Charles S. Leavell |   |
| Fred Aguiar, Chairman, Board of Supervisors          |     |                                   |              |
|                                                 |     |                                   |              |
| Dated:                                               |     |                                   | Name              | Charles S. Leavell |   |
|                                                 |     |                                   |              |
| SIGNED AND  CERTIFIED THAT A COPY OF THIS            |     |                                   |              |
| DOCUMENT HAS  BEEN DELIVERED TO THE                  |     | Title:                            | CEO               |   |
| CHAIRMAN OF  THE BOARD                               |     |                                   | *(Print or Type)* |   |
|                                                 |     |                                   |              |
|                                                 |     |                                   |              |
| J. Renee  Bastian, Clerk of the Board of Supervisors |     | Dated:                                 | 1 - 16 - 02       |   |
|                                                 |     |                                   |              |
| By                                                   |     |                                   | Address           | 275 Century Circle, Suite |   |
|                                                 | *Deputy* |                                   |              |   |   |
|                                                 |     |                                   |              | Louisville, CO 80027 |   |
|                                                      |          |                                        |                   |  |  |  |  |  |  |  |  |  |

 
|                               |   |                             |     |                      |
|------------------------------------|--------|----------------------------------|----------|---------------------------|
| Approved as  to Legal Form         |   | Reviewed by  Contract Compliance |     | Reviewed for  Processing  |
|                               |   |                             |     |                      |
| **>**                           |   |                             | **>** |                      |   | **>** |   |
| Fiona Luke,  Deputy County Counsel |   |                             |     | Agency  Administrator/CAO |
|                               |   |                             |     |                      |
| Date                               |   |                             | Date     |                      |   | Date |   |
|                                    |        |                                  |          |                           |  |  |  |  |  |  |

 

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