AMENDMENT TO LEASE

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Exhibit 10.17

AMENDMENT TO LEASE

        This AMENDMENT TO LEASE ("Amendment") is made as of the 23rd day of June, 2008, by and between WINDMILL DURANGO OFFICE, LLC (hereinafter referred to as "Landlord"), and ALLEGIANT AIR, LLC (hereinafter referred to as "Tenant").

WITNESSETH:

         WHEREAS, Landlord entered into a certain Lease Agreement (the "Lease") dated May 1, 2007 with Tenant for a premises located at 8360 South Durango, Las Vegas, Nevada 89113 (the "Premises"), which Premises are more particularly described in said Lease.

         WHEREAS, pursuant to the Lease, assuming Tenant is not in default beyond any applicable notice and cure period under the Lease, Landlord shall grant to Tenant a continuous Right of First Offer on any space that comes available in the Building during the Lease Term.

         WHEREAS, Tenant wishes to exercise said right at this time and assume additional floor area at the Building.

         NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration paid for and given by each of the parties hereto to the other, receipt of which each of the parties hereby respectively acknowledges, the parties hereto agree as follows:

1.

As of the effective date of this Amendment, Tenant shall take on an additional 6,380 square feet of floor area at the Building. As such, the Premises shall hence contain a total of approximately 64,908 square feet of floor area. A depiction of the 6,380 square feet of additional floor area is attached hereto and made part hereof as Exhibit "1".

2.

Tenant's Pro Rata Share pursuant to Section 1.9 of the Lease shall increase from 78% to 87.5%.

3.

Tenant's Base Rent and Escalations pursuant to Section 1.10 of the Lease shall increase proportionateley due to the adjusted floor area as follows: