Amendment and Extension Letter for Proposed Transaction between Destination Travel Leisure International and Grand Sierra Resorts

Summary

This letter from Destination Travel Leisure International (DTLL) to the Board of Directors of Grand Sierra Resorts (GSR) extends the deadline for a proposed transaction and amends its terms. Under the revised offer, GSR common shareholders can exchange their shares for newly authorized DTLL Series A GSR Preferred shares or opt for a cash redemption. DTLL commits to providing financing for the cash portion by March 24, 2006, and the offer remains open until 5 pm EST on that date.

EX-10.2 3 v038187_ex10-2.htm Unassociated Document

EXHIBIT 10.2

DTLL

March 17, 2006

Board of Directors

GRAND SIERRA RESORTS

3468 Rice Street

Vadnais Heights MN 55126

RE: Proposed Transaction

Dear Members of the Board,

This letter is to extend the deadline of the offer of a proposed transaction, as outlined in the letter dated March 15, 2006 and amend the offer to include the following:

(5)

Pursuant to the terms and conditions of the Agreement, the holders of common shares will exchange $1.25 per share of GSR common stock in exchange for newly authorized DTLL Series A GSR Preferred as per the term sheet and shall have the option to redeem the shares at up to a $1.00 per share of GSR in cash on or before closing of the Reno Hilton.

(6)

DTLL shall provide financing commitments to fund the cash portion of the offer no later than Friday March 24, 2006.

We look forward to working with the company to close this transaction and agree to keep this offer open until 5 pm EST on Friday March 24, 2006.

Sincerely,

Dual Cooper

President

Destination Travel Leisure International

1650 West 82^nd Street, Suite 1200, Bloomington, MN 55431