IN CONSIDERATION OF the Parties agreeing to amend their obligations in the existing Contract, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform, and fulfill the promises, conditions, and agreements below: Amendments The Contract is amended as follows: 1. Section Article VIII, Item 8.6 is hereby added to the Contract and shall hereafter be and read as follows: 8.6 In addition to the Basic Fee, Owner shall pay to Operator, on a monthly basis, for its centralized accounting services a fee (the "Accounting Fee") equal to One Thousand and Eight Hundred Dollars ($1,800) per month during the Term and for one (1) month after the termination of the Agreement. The Accounting Fee will not increase during the remainder of the current agreement. 2. Section Article VIII, Item 8.1 Management Fees and Payments to Operator and Owner from the original Contract is hereby changed and shall hereafter be and read as follows: 8.1 Owner shall pay to Operator, on a monthly basis, for services rendered under this Agreement a management fee (the "Basic Fee") equal to three and a half percent (3.5%) of Total Revenues. The following wording will be deleted: 8.1 In addition, should Operator achieve an Adjusted NOI for any fiscal year of $1.1 million or more after the Hotel "Break Even", the Operator will receive an Incentive Management Fee of 5% of the Adjusted NOI. Adjusted NOI for any fiscal year is defined as Net Operating Income as shown on the budget less any amounts deposited into the FFE Reserve for that particular year, if applicable. The Incentive Management Fee is payable within 30 days of the end of each year. In this paragraph, the term "Break Even" means that the Hotel has recovered all of its cumulative Operating Losses as determined by Owner as of the effective date of this Agreement (for purposes of the Agreement, Operating Losses shall not include the amounts misappropriated by TVO Hospitality and/or Russ Vandenburg). No Other Change Except as otherwise expressly provided in this Agreement, all of the terms and conditions of the Contract remain unchanged and in full force and effect.