Exhibit
10.2


FIRST AMENDMENT TO
AGREEMENT OF

PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS


THIS FIRST AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Amendment”)
is entered into as of the 5th day of January,
2007 (the “Amendment Date”), by and between COLORADO HOTEL HOLDING, LLC, a
Delaware limited liability company, CORDILLERA LODGE & SPA, LLC, a Delaware
limited liability company, COLORADO HOTEL OPERATOR, INC., a Delaware
corporation and CORDILLERA LAND, LLC (collectively, “Seller”) and CORDILLERA
PARTNERS, LLC, a Delaware limited liability company (“Purchaser”).


R E C I T A L S


A.       Seller and Purchaser have entered into that certain Agreement
of Purchase and Sale and Joint Escrow Instructions dated September 25, 2006 (as
amended, the “Agreement”) for the purchase of certain real property located in
Eagle County, Edwards, Colorado (the “Property”), which Property is more
specifically described in the Agreement.


B.        In connection with the Lodge and Spa Real Property, Seller desires
to purchase from and enter into certain membership agreements (the “Vail
Memberships”) with the Cordillera Property Owners Association (the “CPOA”) for
the use of the Cordillera Vail Club in Vail, Colorado by guests of the Lodge
and Spa at Cordillera.


C.        In connection with the Cordillera Mountain Club, Seller
desires to sell and enter into certain membership agreements with third-party
purchasers (the “Beaver Creek Memberships”) for the use of the hospitality
center at the Cordillera Mountain Club by such third-party purchasers.


D.        Subject to the terms and conditions of this Amendment,
Purchaser desires to consent to (i) Seller’s purchase of the Vail Memberships,
and (ii) Seller’s sale of the Beaver Creek Memberships.


NOW, THEREFORE, for the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller and Purchaser agree as follows:


1.         Terms.  Any
capitalized term used herein, but not defined herein, shall have the meaning
given to such term in the Agreement.


2.         Vail Memberships.  Purchaser acknowledges and agrees that Seller
may submit or has submitted an application to CPOA for the purchase of fourteen
(14) Vail Memberships. If such application is approved by CPOA and Seller
purchases said memberships (such purchased Vail Memberships, the “Purchased
Vail Memberships”), then, at Closing (a) Seller will assign and Purchaser will
assume the Purchased Vail Memberships pursuant to the Intangible Property
Assignment, and (b) Purchaser shall credit Seller at Closing the sum of One
Hundred Forty Thousand and No/00 Dollars ($140,000.00) for the cost of such
Purchased Vail Memberships. Seller and Purchaser hereby agree and acknowledge
that Seller’s purchase of any Vail Memberships is not a condition precedent to
Purchaser’s obligation to close on the purchase the Property and Seller shall
not be in default if the CPOA does not approve Seller’s application or Seller
otherwise fails to purchase any Vail Memberships.


3.         Beaver Creek Memberships.  Purchaser and Seller hereby acknowledge and
agree that Seller shall have the right, but not the obligation, to sell the
Beaver Creek Memberships to third-party purchasers at any time prior to
Closing. At Closing, (a) Seller will assign and Purchaser will assume the












Beaver Creek Memberships
pursuant to the Intangible Property Assignment, and (b) Purchaser shall receive
a credit from Seller for the amount received by Seller from third-party
purchasers in connection with such sales of the Beaver Creek Memberships.


4.         Operational Agreements.  Exhibit “C” of the Agreement shall be
amended to add the following language:


“8. Purchased Vail Memberships, if any; and
   9.
Beaver Creek Memberships, if any.”


5.         Miscellaneous.  This Amendment shall be binding upon and inure
to the benefit of the successors and permitted assigns of Seller and Purchaser.
The terms and provisions of the Agreement not specifically modified by this
Amendment shall remain in full force and effect and shall not be construed to
have been modified, waived, discharged or otherwise altered by this Amendment.
The terms and provisions of the Agreement are incorporated herein by reference
as if fully stated herein. To the extent the terms of this Amendment conflict
with the terms of the Agreement, the terms of this Amendment shall control.
This Amendment may be executed in several counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same instrument. This Amendment may be executed via facsimile transmission and
all facsimile signatures shall be deemed originals for all purposes.


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IN WITNESS WHEREOF, Sellers and Purchaser have
executed this Amendment as of the date first above written.


	
  

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  CORDILLERA PARTNERS LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jefford S. Nelson

  	
   

  
	
   

  	
  Name:

  	
  Jefford S. Nelson

  	
   

  
	
   

  	
  Title:

  	
  Member

  	
   

  
	
   

  	
   

  
	
  

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  COLORADO HOTEL HOLDING, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Pharos Cordillera, LLC, a Delaware limited liability
  

  company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC, a Delaware limited liability

  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Harry Rosenthal

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
												



 


[SIGNATURES
CONTINUED NEXT PAGE]











 


	
  

  	
  SELLER CONTINUED:

  
	
   

  	
   

  
	
   

  	
  CORDILLERA LODGE & SPA, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Colorado Hotel Holding, LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Harry Rosenthal

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  COLORADO HOTEL OPERATOR, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Colorado Hotel Holding, LLC, a Delaware 

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC, a Delaware 

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC, a Delaware 

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Harry Rosenthal

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
															



 


[SIGNATURES
CONTINUED NEXT PAGE]











 


	
  

  	
  SELLER CONTINUED:

  
	
   

  	
   

  
	
   

  	
  CORDILLERA LAND, LLC, 

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Colorado Hotel Holding, LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Harry Rosenthal

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: