SPORTS ARENAS INC
AMEND VRLP PARTNERSHIP
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>17
<FILENAME>vailranchamend.txt
<DESCRIPTION>AMEND VRLP PARTNERSHIP
<TEXT>
                         VAIL RANCH LIMITED PARTNERSHIP
                                 AMENDMENT NO. 1

THIS  AGREEMENT  is entered  into as of the 25th day of  January,  1996,  by and
between Landgrant Corporation, hereinafter referred to as "General Partner," and
Old  Vail  Partners,  L.P.,  as  successor  in  interest  to Old  Vail  Partners
hereinafter referred to as "Limited Partner."

                                    RECITALS

A. WHEREAS,   General  Partner  and  Limited  Partner  entered  into  a  written
   Partnership Agreement  (hereinafter referred to as the "Partnership"),  dated
   April 1, 1994,  (hereinafter  referred  to as the  "Formation  Date") for the
   purpose of  developing,  financing,  constructing,  leasing,  and  managing a
   Shopping  Center  on  that  certain  land  hereinafter  referred  to  as  the
   "Project,"  located in the City of Temecula,  County of  Riverside,  State of
   California.  Said  shopping  center  and the  Project  are more  particularly
   described and illustrated in Exhibit "A" of the Partnership Agreement.

B. WHEREAS,  prior  to  the  Formation  Date,  Riverside  County  started  legal
   proceedings to foreclose liens against the "Real Property" (as defined in the
   Partnership  Agreement) securing certain delinquent  assessments.  The fourth
   sentence of Section  3.4(b)3 of Partnership  Agreement  provided in pertinent
   part:

      The  Limited  Partner  hereby  agrees,  within  thirty (30) days after the
      Partnership   Agreement  is  executed,  to  cure  the  County  foreclosure
      proceeding by either paying in full the delinquent  taxes or negotiating a
      partial settlement with installment payments.

   As used in this amendment, the term "Assessment Resolution" shall mean either
   paying in full the delinquent taxes or negotiating a partial  settlement with
   installment payments. As of the date of this amendment,  the County continues
   to prosecute the foreclosure proceedings.

C. WHEREAS, the General Partner has alleged the failure to perfect an Assessment
   Resolution has thwarted its efforts to procure financing for the Project.  By
   this amendment,  the Parties intend to: (a) mitigate the adverse  impact,  if
   any, on the General Partner  resulting from the alleged failure to perfect an
   Assessment  Resolution;  and  (b)  effective  as of the  date  the  Project's
   financing is procured, evidence the Partnership's,  the General Partner's and
   the Limited Partner's mutual release of each other's  liability,  if any, for
   any and all loss,  claims or damages  resulting  from the alleged  failure to
   perfect an Assessment Resolution.

                                      TERMS

NOW,  THEREFOR,  for good and valuable  consideration  and the mutual agreements
herein contained, the Parties agree as follows:

1. Amendment of  Partnership.  The Parties  hereby agree to amend Section 3.1 by
   deleting it in its entirety and substituting in lieu thereof the following:

         The General Partner shall be Landgrant  Corporation,  which shall own a
         fifty percent (50%)  interest in the  Partnership's  profits and losses
         associated  with Phase I eleven acres and the General Partner shall own
         a forty percent (40%) interest in the Partnership's  profits and losses
         associated with the Phase II-sixteen acres.

2. Amendment of  Partnership.  The Parties  hereby agree to amend Section 3.2 by
   deleting it in its entirety and substituting in lieu thereof the following:

         3.2. The Limited  Partner shall be Old Vail Partners,  L.P. which shall
         own a fifty percent  (50%)  interest in the  Partnership's  profits and
         losses associated with the Phase I-eleven acres and the Limited Partner
         shall own a sixty percent (60%)  interest in the  Partnerships  profits
         and losses associated with the Phase II-sixteen acres.

3. Amendment of Partnership.,  The Parties hereby agree to amend Section 3.4(b)l
   by  deleting  it in  its  entirety  and  substituting  in  lieu  thereof  the
   following:

         The Limited  Partner  shall be deemed to have  contributed  the Phase I
         land with an imputed value of  $1,918,382.00  as of the Formation Date.
         The imputed value is a negotiated  amount derived by an agreement among
         the Parties based upon Phase I-eleven acres of land valued at $4.00 per
         square foot.  This gross amount is subject to an  allocation  among the
         specific   parcels  by  the  Parties,   in   consultation   with  other
         consultants, who can help determine a more accurate allocation of value
         attributed to each of the parcels within the Phase I- eleven acres.

         The  Limited  Partners  imputed  land  value  shall  accrue,  as of the
         Formation  Date an increase in value in an amount  equal to "prime plus
         one percent"  through the Effective  Date of this  Agreement.  From the
         Effective Date of this Agreement the amount of the accrued  increase in
         value shall be 5% per annum.  In each instance the accrued  increase in
         value shall be computed as simple interest non-compounded.

         The Limited Partner's capital account on Phase I will be reduced by the
         delinquent   property  taxes  and  delinquent   assessments   prior  to
         Partnership  formation  (April 1, 1994),  Phase II  property  taxes and
         assessments  during the period from Partnership  formation to execution
         of Vail Ranch Limited  Partnership  Amendment #1 (January 25, 1996) and
         Presley lien (excluding  improvement  costs for County Glen and Presley
         dirt which will be Partnership expense) if paid off by Partnership.

         The Parties  agree that there shall be no other  imputed  value for any
         other land contributed by the Limited Partner.

4. Amendment of  Partnership.  The Parties hereby agree to amend Section 3.4(b)2
   by  deleting  it in  its  entirety  and  substituting  in  lieu  thereof  the
   following:

         The General  Partner shall be deemed to have  contributed  value to the
         Partnership   in  the  amount  of  $350,000.   Said   contribution   is
         attributable  to  those  contract  rights  which it has  obtained  from
         various  retailers  listed on Exhibit "C" of the Partnership as well as
         those  entitlement  rights which it has obtained from the  governmental
         agencies  with  regard to the  Project.  The General  Partners  Capital
         Account  will  accrue an  increase in value under the same terms as the
         Limited Partners Capital Account.

5. Amendment  of  Partnership.   The  Parties  hereby  agree  to  amend  Section
   3.5.2.2(e),  by deleting the first full paragraph thereof and substituting in
   lieu thereof the following:

         Whether or not  operating  revenues  are  available  to pay the cost to
         carry taxes and  assessments  on the Phase II sixteen  acres of land or
         portion  thereof  prior  to its  Development  Completion,  neither  the
         Limited  Partner nor the General  Partner shall have the  obligation to
         provide  the funds  necessary.  If  either  Party  desires  to make the
         necessary funds available unilaterally, the Partnership shall quitclaim
         to the party so  desiring  all of the  Partnership's  right,  title and
         interest in that  particular  parcel upon three (3) days written demand
         to do so.

6. Amendment of Partnership. The Parties hereby agree to amend Section 4.1(f) by
   deleting the entire paragraph and substituting in lieu thereof the following:

         4.1(f) If General Partner and Limited Partner agree,  pay carry cost of
         Phase II property (Assessment District and real property taxes).

7. Amendment of  Partnership.  The Parties hereby agree to amend the Partnership
   by adding Section 2.31. as follows:

         2.31.  Maintenance of Economic Substance.  The Parties acknowledge that
         the  maintenance of Capital  Accounts for tax and  accounting  purposes
         must  adhere  to  technical   standards  as  is  evidenced  in  certain
         provisions of the Partnership.  However  notwithstanding such technical
         requirements,   the  Parties  agree  that  the  economic  substance  as
         negotiated  between  the  Parties  makes use of the  concept of Imputed
         Value Accounts evidencing their relative  contributions.  Additionally,
         the  Parties  have agreed to  provisions  which  provide for  ownership
         percentages and priority distributions that differ for Phase I-11 acres
         and Phase  II-sixteen  acres and therefor the Parties agree to maintain
         separate  Imputed  Value  Accounts for each Partner and for each Phase.
         These  Imputed  Value  Accounts  will be used to determine the priority
         distributions  between them.  To the extent cash is generated  from one
         phase and is used to pay the  expenses or costs of another  phase,  the
         Imputed  Value  Account  will be  adjusted  as though  there was a cash
         distribution to the Partners from the one phase  generating the cash in
         accordance  with  the  required  distribution  for  that  phase  and  a
         corresponding  cash capital  contribution  by the Partners to the other
         phase. For example, the Parties agree that to the extent any portion of
         the  Phase  II-sixteen  acres  is sold and if any  portion  of the sale
         proceeds are used to pay off the  construction  loan or permanent  loan
         for the Phase  I-eleven  acres and  thereby not be  distributed  to the
         Partners  then  the  General  Partner  shall  have its  "Imputed  Value
         Account"  increased  equal to  forty  percent  (40%)  of any such  sale
         proceeds and the Limited Partner shall have its "Imputed Value Account"
         increased  by sixty  percent  (60%).  This is  intended  to  allow  the
         Partners  to  receive  the  proper  amount  of sale  proceeds  upon the
         ultimate sale of Phase I-eleven acres.

8. Effective  Date. This Amendment of Partnership  shall become  effective as of
   the opening of the business day of January 25,  1996,  herein  referred to as
   the "Effective Date".

9. Effectiveness of Partnership. Except as expressly provided herein, nothing in
   this  Agreement  shall be deemed to waive or modify any of the  provisions of
   the Partnership,  or any amendment or addendum  thereto.  In the event of any
   conflict  between the  Partnership,  this Agreement or any other amendment or
   addendum thereof, the document later in time shall prevail.

10.Successors  and Assigns.  This  Agreement  shall be binding upon and inure to
   the benefit of the heirs, executors,  administrators,  successors and assigns
   of the respective Parties hereto.

11.Counterparts.  This Agreement may be executed in several  counterparts,  each
   of  which  may be  deemed  an  original,  but  all of  which  together  shall
   constitute one and the same Agreement.

12. Release and Waiver.

         12.1  Effective only if project  financing  occurs and as of such date,
         the  Partnership,  the General  Partner and the Limited Partner (each a
         "Releasor") hereby releases and forever discharges each other Releasor,
         it's   agents,   directors,   employees,   officers,   representatives,
         attorneys,  successors,  and assigns from any and all claims,  demands,
         and causes or causes of action or any nature  whatsoever,  whether know
         or unknown,  fixed or  contingent,  matured or unmatured,  or otherwise
         existing or hereafter  arising out of, related to or connected with the
         alleged  failure to perfect the  Assessment  Resolution.  Each Releasor
         represents  and warrants  that it has not  heretofore  sold,  assigned,
         hypothecated or otherwise  transferred to any third party any rights or
         interests  in or to any such  claims,  demands  or cause or  causes  of
         action.  12.2 Upon the effective  date of such  release,  each Releasor
         acknowledges  that it may have claims  against  each other  Releasor of
         which it has no knowledge at the time of the execution of this release.
         This  release  extends to any and all claims in' any way based upon any
         obligation of any Releasor to perfect an Assessment Resolution prior to
         the effective date of the release,  whether known or unknown, as of the
         date of this amendment.  As further consideration and inducement,  each
         Releasor waives the provisions of Section 1542 of the California  Civil
         Code, which reads as follows:

         "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE CREDITOR  DOES
         NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING  THE
         RELEASE,  WHICH  IF  KNOWN BY HIM MUST  HAVE  MATERIALLY  AFFECTED  HIS
         SETTLEMENT WITH THE DEBTOR."

IN WITNESS  WHEREOF,  the Parties  hereto have executed this Agreement as of the
day and year first above written.

"General Partner"                            "Limited Partner" i
LANDGRANT CORPORATION,                       OLD VAIL PARTNERS, L.P.,
a California corporation                       a California limited partnership
By: /S/ C. Samuel Marasco                        By: OVGP, INC.,
          C. Samuel Marasco, President             a California corporation,
                                                   its general partner

By: /S/ Christopher Smith                        By: /S/ Harold S. Elkan
        Christopher Smith,                          Harold S. Elkan, President
          Executive Vice President


</TEXT>
</DOCUMENT>
