EMPLOYMENT AGREEMENT

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Exhibit 10.71

EMPLOYMENT AGREEMENT

        This Employment Agreement (this "Agreement") is entered into as of January 6th, 2009, by and between OpBiz, L.L.C. ("Employer"), and Mr. Thomas McCartney ("Employee").

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Employment .    Employer hereby employs Employee, and Employee hereby accepts employment by the Employer, as Employer's President & Chief Executive Officer to perform such executive, managerial or administrative duties, commensurate with Employee's position, as Employer may specify from time to time, during the Specified Term as defined in Section 2. The President & Chief Executive Officer for the Company will have full responsibility and accountability for providing strategic leadership and direction for the Company and will be responsible for the development and implementation of the Company's strategic and operational plans to advance the Company's mission and objectives to promote revenue, profitability and growth as an organization and oversee all aspects of Company operations including, without limitation, the following:

a.

Performing the role of Company representative and promote the Company as respects personal appearances and attendances at meetings, conferences, dinners and other functions concerning Company interests such as promotional partners, investors and high-end gaming customers;

b.

Providing leadership in the development, execution, and monitoring of strategic plans, business plans, fiscal budgets, division operations, and marketing strategies to produce both short-term and long-term profitability for the Company;

c.

Ensuring that all plans are established and implemented to achieve approved goals within established timetables and approved resources;

d.

Ensuring all goals are met to produce the maximum potential guest experience, provide for forecasted financial returns, and meet the Company's objectives;

e.

Develop and refine, for approval by the Board of Managers, Company operational procedures, policies, standards and controls;

f.

Evaluate performance of executives for compliance with established policies and objectives of the Company and contributions in attaining objectives;

g.

Liaise with and oversee the Company's joint ventures, partnerships, tenancies and promotional arrangements;

h.

Represent the Company as the Company's Principal Operating Officer as respects the Company and its parent company's SEC filings, Gaming Commission submissions and such other legislative, committee and community functions as directed by the Board of Managers;

i.

Liaising with and reporting to the Company's Board of Managers with respect to the foregoing; and

j.

Such other activities as are requested by the Executive Committee of the Board of Managers or full Board of Managers from time to time.

2.

Effective Date; Specified Term .    This Agreement shall be effective as of Employee's commencement date. Subject to earlier termination as provided herein, the term of the Employee's employment hereunder shall commence on January 15, 2009 and terminate on the third (3 ^rd ) anniversary thereof (the "Specified Term"). If Employee remains employed by

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Employer following the Specified Term, any such employment shall be on an at-will basis, unless the parties agree in writing to extend the Specified Term.

3.

Compensation.

a.

Base Salary .    During the Specified Term, in consideration of the performance by Employee of Employee's obligations hereunder to Employer and its parents, subsidiaries, affiliates, and joint ventures (collectively, the "Employer Group"), Employer shall pay Employee an annual base salary (the "Base Salary") of no less than $500,000.00 subject to annual review by the Employer. The Base Salary shall be payable in accordance with the payroll practices of Employer as in effect from time to time.

b.

Bonus Compensation .    Employee is eligible to participate in Employer's discretionary management bonus program as formulated from time to time by Employer's Executive Committee of the Board of Managers in its discretion ("Employer Bonus Program"), with the possibility of receiving up to 50% of Employee's Base Salary based on achievement of Employer EBITDA goals as determined by the Employer's Board of Managers from time to time. For the first year of Employee's employment, the EBITDA annual goal is $77.0 million.

In addition to the foregoing, in the event that Employer's EBITDA goals and Employee's overall performance goals outlined in a given year have been met, Employee may be further entitled to an additional bonus of up to 50% of Employee's Base Salary during such year based on exceeding Employer EBITDA goals or other exemplary performance as determined by the Employer's Board of Managers from time to time.

c.

Employee Benefit Programs .    During the Specified Term, Employee shall be entitled to participate in Employer's employee benefit plans as are generally made available from time to time for similarly situated executives with Employer, subject to the terms and conditions of such plans, and subject to Employer's right to amend, terminate or take other similar actions with respect to such plans. Notwithstanding the foregoing, Employer shall reimburse Employee for all COBRA expenses incurred by Employee for the period commencing on the first date of the Specified Term and ending on the first date that Employee becomes eligible to participate in said Employer's employee benefit plans.

d.

Life Insurance .    Employer shall maintain and pay the premiums for a term life insurance policy for the Employee during the term of his employment in an amount no less than two times annual Base Salary, as adjusted. Employee shall have the authority to designate the beneficiary of the insurance policy.

e.

Disability Insurance .    Employer agrees that it shall pay the premiums for disability insurance during the Employee's tenure at a level commensurate with Employer's program for executives to protect the Employee in the event he becomes disabled.

f.

Car Allowance .    In addition to all other benefits and compensation set forth in this Agreement Employer agrees to provide Employee with a car allowance of seven hundred dollars ($700.00) per month.

g.

Vacation .    Employee recognizes and understands that as the senior executive of Employer that he shall make himself available whenever necessary to insure the success of the Employer Group. Notwithstanding Employee's duties, Employer understands and acknowledges that Employee shall be entitled to paid vacation of four (4) weeks per year in accordance with the Company's vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by Employer and Employee.

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h.

Business Expense Reimbursements .    Employer will pay or reimburse Employee for all reasonable out-of-pocket expenses, including travel expenses, Employee incurs during the Specified Term in the course of performing Employee's duties under this Agreement upon timely submission of appropriate documentation to Employer, as prescribed from time to time by Employer.

i.

Options .    Subject to the prior approval of the Nevada Gaming Commission, the availability of an exemption from registration under applicable securities laws, and the approval of appropriate members of the Employer Group, Employee is eligible to received options to purchase 3% (subject to dilution in the discretion of the Employer Group) of equity interest (non-voting) in MezzCo, LLC (or such other entity as determined by the Employer Group) pursuant to the MezzCo, LLC Class B Unit Option Plan and Class B Unit Option Agreement for Executives ("Option Plan and Agreement") or any agreement that replaces or supercedes the Option Plan and Agreement. These options will carry a strike price based on fair market value at the time of grant and will vest in equal installments on the anniversary dates of the first three years of continued employment.

4.

Extent of Services .    Employee agrees that the duties and services to be performed by Employee shall be performed exclusively for members of the Employer Group. Employee further agrees to perform such duties in an efficient, trustworthy, lawful, and businesslike manner. Employee agrees not to render to others any service of any kind whether or not for compensation, or to engage in any other business activity whether or not for compensation (specifically excepting those social clubs, networks, websites and investments on the date hereof), that is similar to or conflicts with the performance of Employee's duties under this Agreement, without the prior written approval of Employer.

5.

Policies and Procedures .    In addition to the terms herein, Employee agrees to be bound by Employer's policies and procedures including drug testing and background checks, as they may be established or amended by Employer in its sole discretion from time to time. In the event the terms in this Agreement conflict with Employer's policies and procedures, the terms herein shall take precedence. Employer recognizes that it has a responsibility to see that its employees understand the adverse effects that problem gambling and underage gambling can have on individuals and the gaming industry as a whole. Employee agrees to read, understand, and comply with Employer's policy prohibiting underage gaming and supporting programs to treat compulsive gambling.

6.

Licensing Requirements .    Employee acknowledges that Employer is engaged in a business that is or may be subject to and exists because of privileged licenses issued by governmental authorities in Nevada. If requested to do so by Employer or Employer Group, Employee shall apply for and obtain any license, qualification, clearance or the like that shall be requested or required of Employee by any regulatory authority having jurisdiction over Employer or Employer Group.

7.

Failure to Satisfy Licensing Requirement .    If Employee fails to satisfy any licensing requirement referred to in Section 6 above, or if any governmental authority directs the Employer to terminate any relationship it may have with Employee, or if Employer shall determine, in Employer's reasonable judgment, that Employee was, is or might be involved in, or is about to be involved in, any activity, relationship(s) or circumstance that could or does jeopardize the business of Employer or Employer's Group, reputation or such licenses, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Agreement may be terminated by Employer and the parties' obligations and responsibilities shall be determined by the provisions of Section 11.

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8.

Restrictive Covenants.

a.

Competition .    Employee acknowledges that, in the course of Employee's responsibilities hereunder, Employee will form relationships and become acquainted with certain confidential and proprietary information as further described in Section 8(b). Employee further acknowledges that such relationships and information are and will remain valuable to the Employer and Employer Group and that the restrictions on future employment, if any, are reasonably necessary in order for Employer and Employer Group to remain competitive in the gaming industry. In recognition of their heightened need for protection from abuse of relationships formed or information garnered before and during the Specified Term of the Employee's employment hereunder, Employee covenants and agrees for the twelve (12) month period immediately following termination of employment for any reason (the "Restrictive Period"), not to directly or indirectly be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in, or otherwise be connected or associated in any way or manner with, any firm, person, corporation or other entity which is either directly, indirectly or through an affiliated company or entity, engaged in gaming or proposes to engage in gaming in Clark County, Nevada. The covenants under this Section 8(a) include but are not limited to Employee's covenant not to:

i.

Make known to any third party the names and addresses of any of the customers of Employer or any member of Employer Group, or any other information or data pertaining to those customers;

ii.

Call on, solicit, induce to leave and/or take away, or attempt to call on, solicit, induce to leave and/or take away, any of the customers of Employer or any member of the Employer Group, either for Employee's own account or for any third party;

iii.

Call on, solicit and/or take away, any potential or prospective customer of Employer or any member of the Employer Group, on whom the Employee called or with whom Employee became acquainted during employment (either before or during the Specified Term), either for Employee's own account or for any third party, and

iv.

Approach or solicit any employee or independent contractor of Employer or any member of the Employer Group with a view towards enticing such person to leave the employ or service of Employer or any member of the Employer Group, or hire or contract with any employee or independent contractor of Employer or any member of the Employer Group, without the prior written consent of the Employer, such consent to be within Employer's sole and absolute discretion.

b.

Confidentiality .    Employee covenants and agrees that Employee shall not at any time during the Specified Term or thereafter, without Employer's prior written consent, such consent to be within Employer's sole and absolute discretion, disclose or make known to any person or entity outside of the Employer Group any Trade Secret (as defined below), or proprietary or other confidential information concerning Employer or any member of the Employer Group, including without limitation, Employer's customers and its casino, hotel, and marketing data practices, procedures, management policies or any other information regarding Employer or any member of the Employer Group, which is not already and generally known to the public through no wrongful act of Employee or any other party. Employee covenants and agrees that Employee shall not at any time during the Specified Term, or thereafter, without the Employer's prior written consent, utilize any such Trade Secrets, proprietary or confidential information in any way, including communications with or contact with any such customer other than in connection with employment hereunder. For purposes of this Section 8, Trade Secrets is defined as data

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