FIRST
      AMENDMENT TO MANAGEMENT AGREEMENT

    


    This
      First Amendment to Management Agreement (“First Amendment”) is entered into by
      and between MOTION PICTURE HALL OF FAME, INC., a Nevada corporation (“Owner”)
      and RIPLEY LEISURE MANAGEMENT, INC., a Delaware corporation
      (“Operator”).

    


    Whereas,
      on March 26, 2004, Owner and Operator executed a Management Agreement for the
      development, operation, maintenance and management of a Motion Picture Hall
      of
      Fame in Hollywood, California, and in other cities around the world (the
“Agreement”); and

    


    Whereas,
      Owner and Operator desire to amend the Agreement as herein set
      forth.

    


    Now,
      therefore, for and in consideration of the sum of Ten Dollars ($10.00), and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, Owner and Operator agree as follows:

    


    1. Section
      12.11 of the Agreement is deleted in its entirety and replaced with the
      following new Section 12.11:

    


    “Successors
      and Assigns. Neither Operator nor Owner may assign its interest under this
      Agreement or any rights or duties hereunder to without the prior consent of
      the
      other party, which consent shall not be unreasonably withheld or delayed. The
      transfer of a majority interest of the voting stock or general partnership
      interests in Operator of Owner shall be deemed to be an assignment; provided,
      however, if Operator or Owner shall be a publicly traded company, the foregoing
      shall not apply. Subject to the foregoing, this Agreement shall be binding
      upon
      and inure to the benefit of the parties hereto and their respective successors
      and assigns. Notwithstanding anything in this Agreement to the contrary Operator
      may assign this Agreement to any Affiliate without the prior written consent
      of
      Owner.

    


    In
      the
      event either Owner or Operator shall desire to become a publicly traded company,
      the party desiring to become a publicly traded company (i) shall comply with
      all
      applicable laws, including disclosure and registration requirements, (ii) shall
      waive any and claims against the other party arising out of such securities
      offering, and (iii) shall indemnify and hold harmless the other party against
      any and all claims made against the other party arising out of such securities
      offering, and the procedures and terms set forth in Article X shall apply.”


    


    
      	
              2.

            	
              The
                effective date of this First Amendment shall be March 27,
                2004.

            


    

    


    
      	
              3.

            	
              All
                definitions, terms and conditions of the Agreement not specifically
                amended by this First Amendment shall remain unaltered in full force
                and
                effect.

            


    

     

     

    
      
        
          Exhibit
            10.1

          Page
            1 of
            2
            Pages

        

      

      
         

        
          

        

      

      
         

      

    

    


    In
      witness whereof, Owner and Operator have caused this First Amendment to be
      executed by its duly authorized representative.

    


    
      	
              OWNER:

            	
              OPERATOR:

            
	 	 
	
              Motion
                Picture Hall of Fame, Inc.

            	
              Ripley
                Leisure Management, Inc.

            
	 	 
	
              /s/
                Robert Alexander

            	
              /s/
                Scott Line

            
	
              By:__________________________

            	
              By:_________________________

            
	
              Name:
                Robert Alexander

            	
              Name:
                Scott Line

            
	
              Title:
                President

            	
              Title:
                V.P. Legal & Business Development

            
	
              Date:
                7-27-07

            	
              Date:
                9/14/07

            


    

    


    


    
      
        
          Exhibit
            10.1

          Page
            2 of
            2
            Pages