CASH COLLATERAL AND DISBURSEMENT AGREEMENT

Exhibit 2.15

CASH COLLATERAL AND DISBURSEMENT AGREEMENT

among

The Bank of New York Trust Company, N.A.,

as the Disbursement Agent,

The Bank of New York Trust Company, N.A.,

as the Trustee,

and

155 EAST TROPICANA, LLC

and

155 EAST TROPICANA FINANCE CORP.,

together, as the Issuers

Dated as of March 29, 2005

TABLE OF CONTENTS

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EXHIBITS

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CASH COLLATERAL AND DISBURSEMENT AGREEMENT

THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 29, 2005, by and among The Bank of New York Trust Company, N.A., having an office at 700 South Flower Street, Suite 500, Los Angeles, California 90017, as trustee (together with its successors and assigns, the “Trustee”) under the Indenture (as defined below), The Bank of New York Trust Company, N.A., as disbursement agent (together with its successors and assigns, the “Disbursement Agent”), and 155 East Tropicana, LLC, a Nevada limited-liability company (the “Company”) and 155 East Tropicana Finance Corp., a Nevada corporation (“Finance Corp.,” together with the Company, the “Issuers”).

R E C I T A L S

A.                                   Notes.  The Issuers have issued One Hundred Thirty Million Dollars ($130,000,000) in aggregate principal amount of  their 8¾% Senior Secured Notes due 2012 (the “Original Notes” and, together with any additional Notes issued under the Indenture and any new notes issued in exchange for the Original Notes or such additional Notes, the “Notes”) concurrently herewith.  The Notes have been issued pursuant to the provisions of an Indenture (as amended, supplemented or otherwise modified from time to time, the “Indenture”) dated the date hereof, among the Issuers, the Guarantor named therein and the Trustee, on behalf of itself and the holders of the Notes.  Net proceeds from the issuance of Notes will be disbursed as follows:  (a) Fifty Million Eight Hundred Thousand Dollars ($50,800,000) (the “Renovation Proceeds”) will be deposited contemporaneously with the execution of this Agreement into Account No. 171098 held at the Disbursement Agent (said account, or any substitute account selected in accordance with the terms of this Agreement, is referred to herein as the “Renovation Disbursement Account”), to be maintained by the Disbursement Agent pursuant to Section 2 of this Agreement; and (b) Eleven Million One Hundred Fifty Four Thousand Dollars ($11,154,000) (the “Interest Reserve Proceeds,” which, together with the Renovation Proceeds shall be referred to herein as the “Proceeds”), will be deposited contemporaneously with the execution of this Agreement into Account No. 171097, held at the Disbursement Agent (said account, or any substitute account selected in accordance with the terms of this Agreement, is referred to herein as the “Interest Reserve Account”), to be maintained by the Disbursement Agent pursuant to Section 2 of this Agreement.

B.                                     Collateral and Collateral Assignment.  As security for their obligations under the Notes and the Indenture, the Issuers have granted security interests to the Trustee, on behalf of itself and the holders of Notes, in certain assets and has collaterally assigned certain contracts to the Trustee.  As further security for its obligations under the Notes and the Indenture, the Issuers also have granted pursuant to the Pledge Agreement a security interest to the Trustee, on behalf of itself and the holders of the Notes, in all of the Issuers’ right, title and interest in the Renovation Disbursement Account, the Interest Reserve Account and the Disbursed Funds Account (as defined herein) and any Proceeds or other amounts held in any such accounts.

C.                                     Purpose.  The parties intend that portions of the Proceeds and the other amounts deposited from time to time in the Renovation Disbursement Account be used to design, renovate and equip the Resort (as defined herein) and complete the Hooters Renovation, all in

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