LEASE

EXHIBIT 10.1

LEASE

between

Kampgrounds of America, Inc.,

a Montana Corporation

(“Landlord”)

and

Tower Park Marina Investors, L.P.

a California Limited Partnership

(“Tenant”)

Marina Facility

Tower Park Marina

Lodi, California

LEASE

1. Basic Terms .

2. Premises .

2.1 Real Property . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord the Premises. Tenant acknowledges that Tenant has examined the Premises prior to executing this Lease and agrees that the Premises are in acceptable working order and repair and are suitable for Tenant’s intended purpose. Tenant accepts the Premises AS IS and understands that Landlord makes no express or implied warranties of habitability, suitability, quality, condition, merchantability or fitness for any particular purpose or use concerning the Premises, and Tenant hereby waives all such warranties.

2.2 The Master Lease . Tenant acknowledges that Landlord’s right to occupancy and control of portions of the Property has been granted pursuant to a lease (the “Master Lease”) from Master Landlord. The portion of the Premises indicated on Exhibit A is located on the portion of the Property leased from Master Landlord. All of Tenant’s rights hereunder are subject and subordinate to the provisions of the Master Lease. Tenant has received a complete copy of and reviewed the Master Lease. Landlord will promptly forward any future amendments to the Master Lease to Tenant. In the event that the Master Lease shall be terminated for any reason whatsoever, this Lease shall likewise terminate without further liability to either party. During the term of this Lease, Tenant does hereby expressly assume and agree, for the benefit of Landlord and Master Landlord, to perform and comply with and be bound by each and every obligation of and restriction on Landlord under the Master Lease, except for the payment of rent, as such obligations relate to the Premises. The obligations that Tenant has assumed under this Section are hereinafter referred to as “Tenant’s Assumed Obligations.” Tenant shall indemnify and hold Landlord free and harmless from and defend Landlord and all officers, directors, partners, shareholders, agents, employees, representatives and affiliates of Landlord and of any affiliated company or person against all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Tenant’s failure to comply with or perform Tenant’s Assumed Obligations.

3. Rent .

3.1 Basic Rent . All Basic Rent shall be payable in advance, on the first day of each calendar month during the term of this Lease. If the first month of the Lease is a partial calendar month, Basic Rent shall be due on the first day of the term of this Lease for that partial month. Basic Rent shall be increased three and one half percent (3.5 %) per Lease year, adjusted every five (5) years . For example, at the beginning of the sixth year of the Lease, Basic Rent will be increase from $25,000 per month to $29,692.16 per month.

3.2 Concession Fees . Tenant shall pay to Landlord, 15 business days prior to the due date, all amounts (“Concession Fees”) payable to Master Landlord under the Master Lease on account of Tenant’s operations at the Premises or otherwise pursuant to this Lease. Tenant acknowledges that it has received, read and understands the provisions of the Master Lease. Tenant also agrees to provide to Landlord, promptly 15 business days before due, at Tenant’s expense, all reports and operating statements required by the Master Lease to be provided on account of its operations within the Marina or determined by Landlord or Master Landlord to be required to confirm the amount of Concession Fees. Tenant shall pay any penalties imposed by the Master Landlord arising as a result of Tenant’s breach of its obligations to furnish reports as required by this Section.

3.3 Percentage Rent . Percentage Rent shall be payable monthly, within fifteen (15) days after the end of each calendar month Landlord shall have the right, at any time during regular business hours, upon reasonable notice to Tenant, to inspect the books of Tenant for purposes of verifying the accuracy of Tenant’s payment of Percentage Rent.

3.4 Payment of Rent . Rent payments shall be delivered to Landlord at Landlord’s address. Checks shall be made payable to KOA, Inc. “Rent” hereunder shall include Basic Rent, Percentage Rent, if applicable, Concession Fees and, as “Additional Rent,” such other sums and expenses payable by Tenant on the terms and conditions specified in this Lease. Rent payable for any fractional portion of a month or year at the beginning or end of the term of this Lease shall be a like fraction of the Rent due for an entire month or year. If any Rent payment is not received within five days after it is due, Tenant shall pay a late charge of 5% of such payment, or interest from the date the Rent was due at the maximum lawful rate, whichever is greater.

4. Security Deposit . Tenant has deposited with Landlord the Security Deposit as security for the full performance and observance of Tenant’s obligations under this Lease. If Tenant is in default under this Lease, Landlord may use the whole or any part of the Security Deposit to satisfy any sum due to Landlord or to defray any expense or damage reasonably incurred by reason of the default. In the event that all or part of the Security Deposit is so used, Tenant shall on demand pay to Landlord a like sum to replenish the Security

Deposit. Landlord is not a trustee of the Security Deposit and may commingle it or use it in ordinary business. No interest shall accrue on it. At the termination of this Lease or any extension or renewal thereof, if Tenant is not then in default, Landlord shall return the remaining balance of the Security Deposit to Tenant or, at Landlord’s election, to the last assignee of Tenant’s interest. If Landlord shall transfer its interest in the Marina during the term of this Lease, Landlord may pay the Security Deposit to the transferee and Landlord will then be released from all liability to Tenant for the return of the Security Deposit.

5. Use .

(a) Tenant shall operate on the Premises the business described in Section 1(j) and shall use the Premises for no other purposes without the specific consent of Landlord, which consent may be withheld in Landlord’s reasonable discretion. Tenant shall continuously and at all times actively and diligently operate its business on the Premises in a first class and reputable manner. Tenant shall employ its best business judgment, efforts and abilities to operate its business on the Premises in an efficient and businesslike manner so as to enhance the reputation and attractiveness of the Premises and the Property.

(b) No use shall be made or permitted to be made of the Premises, nor any act done, which may increase the existing rates of insurance upon the buildings within which the Premises are located, or which may cause the cancellation of any insurance policy covering said buildings or any portion thereof. If any act on the part of Tenant or use of the Premises by Tenant shall cause, directly or indirectly, an increase of Landlord’s insurance expense, said additional expense shall be paid by Tenant to Landlord upon demand. Such payment by Tenant shall not limit Landlord in the exercise of any rights or remedies. Tenant, at its sole expense, shall comply with any and all requirements pertaining to the use of the Premises, or of any insurance organization or company, which compliance may be necessary for maintenance of reasonable fire, extended coverage, public liability and other insurance upon the buildings and the appurtenances thereto.

(c) Tenant shall not commit, or suffer to be committed, any waste or nuisance upon the Premises.

(d) Tenant shall keep the Premises open for business within reasonable commercial business hours a minimum of 6 days each week during the season (March through October) or such other hours as Landlord and Tenant may mutually agree. During the off season (November through February) Tenant may reduce its hours comparable with other marine related businesses at the Marina.

(e) Tenant shall not vacate or abandon the Premises at any time during the term of this Lease. If Tenant shall abandon, vacate or surrender the Premises, or be dispossessed there from by process of law or otherwise, any personal property belonging to Tenant and left in or upon the Premises shall be deemed abandoned at the option of Landlord.

(f) Tenant shall not post or erect any signs at the Premises or elsewhere at the Property without Landlord’s prior written consent. During the Lease, Landlord approves Tenant’s use of a minimum of three signs at the Property : 1) The current Highway 12 billboard sign at Tower Park Way, 2) a sign on the roof of Shed #3, and 3) a sign at the end of the building facing the entrance (Shed #1). If Tenant wishes to add a new sign at any time, it shall submit drawings and specifications to Landlord in advance, which Landlord shall review and either approve or reject within thirty (30) days. Tenant shall pay all costs associated with installing and maintaining its signs, except that Landlord shall pay one half of all costs associated with the existing billboard facing Highway 12; provided that, if either Tenant or Landlord desires to change the billboard message and the other party does not, then the party initiating the change shall bear the cost of making the change. The parties shall endeavor in good faith to mutually agree to any proposed change in the billboard message prior to effecting any such change. All signage shall be maintained in first class condition. Damage due to extraordinary or unusual wear and tear, accidents and/or vandalism shall be promptly repaired.

(g) Tenant assumes full responsibility for the safety and security of Tenant, Tenant’s employees and customers, any other people at the Property because of Tenant (e.g., visitors, sales people, etc.), and all of such persons’ personal property (e.g., cars, boats, equipment) while such persons and property are at the Property.

6. Compliance with Laws/Hazardous Materials .

6.1 Compliance with Laws . Tenant shall, at Tenant’s cost and expense, cause the Premises to be used in accordance with all: (a) laws, ordinances, codes, licenses, permits, orders, rules, regulations and requirements of every duly constituted governmental or quasi-governmental authority or agency (“Laws”) applicable to Tenant or the Premises, including without limitation, all applicable Laws pertaining to air, water and upland runoff/storm water quality, fuel storage tanks, Hazardous Materials (as defined below), air emissions and other environmental matters (“Environmental Laws”), all zoning and other land use matters and the Americans with Disabilities Act; (b) similar applicable orders, rules and regulations of any regulatory, licensing, accrediting, insurance underwriting or rating organization or other body exercising similar functions; (c) policies of insurance at any time in force with respect to the Premises;

and (d) the Property rules. If Tenant receives any notice that Tenant or the Premises is in default under or is not in compliance with any of the foregoing, or notice of any proceeding initiated under or with respect to any of the foregoing, Tenant will promptly furnish a copy of such notice to Landlord.

6.2 Hazardous Materials Upon Premises Prohibited; Indemnity Tenant shall not have or allow any Hazardous Materials upon, about or beneath the Premises or the Property, except (i) small quantities of Hazardous Materials commonly used in normal office operations or for Premises cleaning and maintenance and used for those purposes by Tenant, (ii) boat fuel, oils and other fluids contained in the boat in-use fuel tank, engine or other mechanical system (iii) fuel associated with the fuel dock operations and (iv) other Hazardous Materials associated with full service marina operations. Without limiting the provisions of Section 21.6, Tenant shall indemnify, defend and hold Landlord and all officers, directors, partners, shareholders, agents, employees, representatives and affiliates of Landlord and of any affiliated company or person harmless from and against any and all Environmental Damages (as defined below). Tenant’s obligation under this Section shall survive the expiration of this Lease.

6.3 Definitions .

(a) “Environmental Damages” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement of a claim, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys’ fees and disbursements and consultants’ fees, any of which are incurred at any time as a result of (i) any Hazardous Material that comes to be present at or is disposed of or released at or from the Premises during the term of this Lease, (ii) any Hazardous Material that comes to be present or is disposed of or released at or from the Property due to Tenant’s action or inaction, or (iii) the breach of any provision of Section 6 of this Lease involving Hazardous Material or Environmental Laws, including without limitation lost profits, consequential damages (foreseeable or unforeseeable), diminution of property value, claims brought by or on behalf of employees of Tenant (with respect to which Tenant waives any immunity to which it may be entitled under any industrial or workers’ compensation laws, fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation or remediation of such Hazardous Materials or breach of Section 6 as required by law and as necessary to make full economic use of or restore the full economic value of the Premises or any other affected property or otherwise expended in connection with such conditions.

(b) “Hazardous Material” means any substance (i) which is or becomes defined as “hazardous” under any federal, state or local Law, (ii) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and which is or becomes regulated as such by any federal, state or local governmental authority, (iii) the presence of which requires investigation or remediation under any federal, state or local law, (iv) which causes or threatens to cause a nuisance upon or waste to the Premises, the Property or adjacent properties or threatens to pose a hazard to the health or safety of persons on or about the Property, or (v) without limitation contains gasoline, oil, diesel fuel or other petroleum products, asbestos or polychlorinated biphenyls (PCB’s).

6.4 Obligation to Remediate . Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, at Landlord’s option Tenant shall, at its sole cost and expense, promptly take all actions required by any federal, state or local governmental agency or political subdivision or reasonably necessary to mitigate Environmental Damages. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or restoration work, whether on or off of the Premises. Tenant shall take all actions necessary to make full economic use of and restore the full economic value of the Premises and any other affected area, notwithstanding any lesser standard of remediation allowable under applicable law or governmental policies. All such work shall be performed by one or more contractors, selected by Tenant and approved in advance and in writing by Landlord. Tenant shall proceed continuously and diligently with such actions, provided that in all cases such actions shall be in accordance with all applicable requirements of governmental entities. Any such actions shall be performed in a good, safe and workmanlike manner and shall minimize any impact on the business conducted at the Premises and any other affected area. Tenant shall pay all costs in connection with such investigatory and remedial activities, including but not limited to all power and utility costs, and any and all taxes or fees that may be applicable to such activities. Tenant shall promptly provide to Landlord copies of testing results and reports that are generated in connection with the above activities. Promptly upon completion of such investigation and remediation, Tenant shall permanently seal or cap all monitoring wells and test holes to industrial standards in compliance with applicable federal, state and local laws and regulations or such more stringent specifications as may be necessary to make full economic use of and restore the full economic value of the Premises and any other affected area, remove all associated equipment, and restore the Premises and any other affected area to the maximum extent possible, which shall include, without limitation, the repair of any surface damage, including paving, caused by such investigation or remediation hereunder. Within 10 days of demand therefore, Tenant shall provide Landlord with a bond, letter of credit or similar financial assurance acceptable to Landlord evidencing that the necessary funds are available to perform the obligations established by this paragraph.

7. Personnel . All personnel employed by Tenant shall be clean, neat, courteous and responsive to the needs of boat owners and other customers at all times. Tenant’s employees shall park their personal vehicles only on the Premises or in areas designated by Landlord. Failure of Tenant’s personnel to comply with the foregoing shall constitute a default hereunder.

8. Alterations . Tenant shall not make nor suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof without the written consent of Landlord, and Master Landlord, if required by the Master Lease

9. Liens . The interest of Landlord in the Premises shall not be subject to liens for improvements made by Tenant. Tenant will not permit to remain and will promptly discharge, at its cost and expense, all liens, encumbrances and charges upon the Premises or any part thereof. Landlord shall have and is hereby given authority to enter upon the Premises at any time to post any notices which, in its opinion, shall be necessary to hold Landlord harmless from any claim or liability arising out of any work done on the Premises. Landlord may require Tenant to execute and cause to be recorded a memorandum of this Lease or such other documents as Landlord may determine to be necessary to effect such purposes. If Tenant shall fail to discharge such liens as aforesaid, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien, by depositing in court or by giving security or in such other manner as is or may be prescribed by law. Any amounts paid by Landlord for any of the aforesaid purposes and all reasonable expenses of Landlord, including counsel fees, with interest thereon at rate of the lesser of