SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.38

SEVENTH AMENDMENT TO

EMPLOYMENT AGREEMENT

This Seventh Amendment to Employment Agreement (the “Seventh Amendment”) is made and entered into as of August 9,1999; by and between KENNEDY-WILSON, INC., A Delaware corporation, with its principal office located in Beverly Hills, California (the “Company”), and WILLIAM J. McMORROW, an individual (“Employee”).

WHEREAS , Company and Employee entered into that certain Employment Agreement dated as of August 14, 1992, as amended January 1, 1993 , January 1, 1994, March 31, 1995, January 1, 1996, May 19, l997 aud August 20, 1998 providing for the employment of Employee by Company pursuant to the terms of such Agreement; and

WHEREAS , Company and Employee have agreed that the terms of the Employment Agreement should be modified to change the Term and extend the Bonus Plan.

AMENDMENT TO AGREEMENT

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby