EMPLOYMENT AGREEMENT

(a)            Devote substantially all of Employee’s business time, loyalty and attention necessary to diligently carry out the duties of Employee’s employment hereunder, applying Employee’s best effort and skill for the benefit, and to promote the interests, of the Company; provided , however , any business time not spent on Company matters shall not interfere with Employee’s duties to Company hereunder nor conflict with the terms of this Agreement; and

(b)            Act as the Resorts’ President and Chief Operating Officer for the Company and perform such services and assume such duties and responsibilities as are assigned to Employee by a manager selected by the Board of the Company (“Manager”), or the Board of the Company which are consistent with the position of President and Chief Operating Officer, and including, but not limited to, development and implementation of a pre-opening and annual general business plan for the Resort, the operational policies and procedures for the Resort, including all regulatory requirements necessary for the operation of the Resort, and (subject to the prior approval of the Board of the Company, which approval will not unreasonably be withheld or delayed) the hiring of all executive and management level employees for the Resort each of whom shall report directly to or, in Employee’s sole discretion, indirectly to Employee; and

(c)            Report directly to the Manager and the Board of Company; and

(d)            Subject to subsection 3(g) below, have full power and authority to execute contracts and sign checks in the ordinary course of the Company’s business on a basis consistent with the ordinary course of a prudently managed and operated business substantially similar to the Company, and, upon advance notice to the Manager, open any bank account on behalf of or for the Company, and other such administrative and ministerial functions on behalf of the Resort; and

(e)            Train a qualified employee of the Company to perform Employee’s functions for the Company during such time or times as Employee is on vacation or not at work as a result of illness or holiday (as contemplated by Section 4(b) hereof); and

(f)             Adhere to and comply with: (i) all local, state and federal laws, rules and regulations applicable to Employee in the conduct of his employment duties and responsibilities with and for the Company, and use his best efforts to ensure the Company is in compliance with such laws, rules and regulations, and (ii) the policies, rules and regulations of the Company (including any employee handbook of the Company), which may be adopted and changed from time to time by directive of the Board of the Company; and

(g)            Notwithstanding the foregoing, it is expressly understood as a limitation of Employee’s authority, Employee shall not perform or do any of the following acts without first obtaining the express written approval of the Board of the Company: (i) change the Employee’s compensation, bonus or benefits as set forth herein or any of the other terms or provisions of this Agreement; (ii) increase, decrease or otherwise vary the salary or benefits of any employee of the Company in excess of ten percent (10%) of the base salary of any such employee for each calendar year; (iii) execute contracts or sign checks outside of the ordinary course of the Company’s business (as such business is defined in Section 3(d) hereof); (iv) negotiate or execute any agreement with any employee or consultant for the Company involving aggregate

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compensation of One Hundred Thousand Dollars ($100,000) or more during any calendar year; (v) negotiate or execute any single agreement (whether for the purchase of goods, services, or otherwise) for the Company, including amendments and modifications thereto, involving an aggregate amount of One Million Dollars ($1,000,000) or more during the life of such agreement; or (vi) negotiate or execute contracts or sign checks involving an amount of more than Five Hundred Thousand Dollars ($500,000) in the aggregate for any calendar month; and

(h)            Review, understand and comply with, on behalf of the Company, the following documents executed by the Company with either Hard Rock Hotel Licensing, Inc. or Hard Rock Cafe International (STP), Inc., as applicable: (1) License Agreement, (2) Memorabilia Lease, (3) Lease Agreement (Cafe), and (4) Lease Agreement (Retail Store), copies of which will be furnished to the Employee as soon as available.

4.              Compensation .  As complete compensation and in consideration of the performance of services by the Employee and Employee’s observance of the provisions of this Agreement, the Company agrees to pay or provide, and Employee agrees to accept, the following:

(a)            Salary .  During the Pre-opening Term, the Company shall pay to Employee, at least on a semi-monthly basis a salary at an annualized rate of Three Hundred Sixty Thousand and No/100 Dollars ($360,000.00) (“Pre-Opening Salary”), subject to withholding of any applicable taxes.  Commencing with the opening of the Resort to the public for gaming, Pre-Opening Salary shall cease and the base salary of Employee shall commence at an annualized rate of Three Hundred Thousand and No/100 Dollars ($300,000.00) (“Base Salary”), less applicable withholding and taxes, payable in accordance with the normal payroll practices of the Company.  Thereafter, Base Salary may be reviewed from time to time, but at least annually for increases as determined by the Board of the Company.

(b)            Benefits .  During the Pre-Opening Term and the Term, Employee shall be entitled to twenty (20) business days of paid vacation per annum from and after the Start Date (at such time or times as is reasonably agreed upon by the Parties), seven (7) paid holidays annually, and three (3) paid sick days annually; provided , however , the Employee shall only be entitled to ten (10) business days vacation for the 2003 calendar year.  Vacation pay shall be non-cumulative and to the extent not taken shall not be compensated.  In addition, during the Pre-Opening Term and the Term, Employee (including the immediate family of Employee) shall be entitled to medical (including dental and vision) and hospitalization insurance or reimbursement therefore that is substantially similar to coverage currently in place for Employee and his immediate family at his current place of employment, as further described in Exhibit “A”, attached hereto and hereby incorporated as if fully set forth, and participation in any Company retirement programs such as a 401k.  The Company further agrees to waive any eligibility period otherwise applicable to any insurance coverage required under this provision (to the extent that the applicable insurance company is able to do so) or reimburse Employee for COBRA coverage until Employee and his immediate family qualify for coverage under the Company’s plan, and to provide during the Term and, as soon as reasonably practicable, the Pre-Opening Term, a life insurance policy in the amount of $1,000,000.00 covering Employee with a beneficiary to be named by Employee.  Employee acknowledges that Company may, in its sole discretion, obtain key-man life insurance on the life of the Employee, naming the Company as the beneficiary, and

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the Employee shall cooperate with the Company in obtaining such life insurance policy, including, without limitation, submitting to a physical exam (and, if applicable, blood and urine samples), providing information on past health condition, and completing reasonably required paperwork required by the insurance company.  The Company will reimburse Employee for COBRA coverage, if necessary, until an established health plan is put in place by Company.

(c)            Business Expenses .  The Company shall provide Employee with a company credit card carrying a credit limit of at least $20,000.00, which shall be used for expenses incurred in connection with the proper performance of Employee’s duties hereunder.  Company will also promptly reimburse Employee for other business expenses reasonably and actually incurred by the Employee in connection with the performance of Employee’s duties hereunder, upon submission of reasonable written verification or receipts documenting such expenses, including, but not limited to, cell phone charges and fees or membership dues charged by civic or private clubs approved by Manager for Employee’s membership.

(d)            Automobile Allowance .  In addition to any other payments provided for herein, during the Pre-Opening Term and the Term, Employee shall be paid $500.00 monthly as and for expenses related to the operation of an automobile for personal use.  If Employee at any time intends to use such automobile for any business purposes, Employee shall cause his automobile insurance policy to cover the Company as an additional insured for general liability insurance.

(e)            Bonus .  Commencing ninety (90) days (quarterly) following the opening of the Resort for public gaming and at the conclusion of each ninety (90) day (quarter) period thereafter, in addition to Base Salary, Employee shall be paid an additional sum of money to the extent applicable (“Bonus”), based on the Resort’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), with such Bonus to be calculated cumulatively as follows:

Furthermore, the Parties acknowledge and agree that because the economic seasonality of Resort’s business may cause fluctuation in Resort’s EBITDA from quarter to quarter, Employee shall have the opportunity to recapture quarterly Bonus’ not achieved where the annual EBITDA meets or exceeds certain levels.  For example, where Employee during a 12 month period only qualified for and was paid $25,000 for one quarter’s Bonus but where the EBITDA for that year was $40,000,000, then Employee would be paid an additional $75,000 ($100,000 less the $25,000 previously paid) Bonus. Such annual EBITDA levels, together with the annual Bonus (calculated cumulatively) payable to Employee, are as follows:

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Any Bonus payable under this Section 4(e) shall be paid within thirty (30) days following the close of books whether the period be quarterly or annually.

(f)             Bonus Adjustment and Discretionary Bonus .  In as much as the capital structure for the financing and development of the Resort has yet to be finalized as of the date hereof, the Company (through its Board) may determine in its sole discretion, to reduce EBITDA levels necessary for Bonus and or issue discretionary Bonus payments as the Company (through its Board) sees fit. The Company (through its Board) also reserves the right in its sole discretion, to recognize the effects of force majeur, as it may exist from time to time, on the operating business, and reduce EBITDA levels necessary for Bonus and or issue discretionary Bonus payments as the Company (through its Board) sees fit.

(g)            Calculation of EBITDA .  Any and all determinations or calculations of EBITDA for the purposes set forth herein shall be determined by the Company (through its Board) in consultation with its outside accounting firm.

(h)            Signing Bonus .  On July 16, 2003, the Company shall pay to the Employee a signing bonus in the amount of Twenty-Five Thousand Dollars ($25,000).

5.              Termination By Company .

(a)            For Cause .  The employment of Employee under this Agreement may be terminated by Company for Cause (as defined below) at any time, in which event, Company shall have no further liability to Employee hereunder except for the payment of any accrued but unpaid portion of Pre-Opening Salary and Base Salary through the date of termination of Employee’s employment and any other monies Employee is legally entitled to, if any, as a matter of right under Company’s written and established policies or benefit plans (which have been approved by the Board of the Company) as of the date of termination, which limited payment obligation shall survive such termination and the terms and provisions of Sections 8 through and including Section 21 hereof shall also survive.  For purposes hereof, the term “Cause” includes any one or more of the following:

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(i)             Employee’s fraud, dishonesty, theft, deceit, willful misconduct, or gross or persistent negligence in the performance of his duties hereunder, including, without limitation, willful failure to perform such duties as may properly be assigned him hereunder, and his act of quitting or resigning his employment except where Employee terminates this Agreement for any of the reasons specified below in Sections 6(ii) through 6(v); provided, Employee must give Company at least thirty (30) days prior written notice before quitting or resigning his employ with Company; or

(ii)            Employee’s material breach of any provision of this Agreement applicable to Employee; p rovided , however , if the Company shall have actual knowledge of the Employee’s breach of Sections 3(a), 3(b), 3(c) (but in no way does the inclusion of subsection (c) herein diminish the Employee’s obligation to report only to the Manager and the Board of the Company), 3(e), 3(f) or 3(h) hereof, the Company shall provide written notice to Employee reasonably describing such claimed breach and Employee shall have three (3) calendar days to cure such breach, to the extent such breach is capable of being cured; or

(iii)           Employee’s failure to make timely application and qualify (or, after having so qualified, being thereafter disqualified) under any gaming suitability or licensing requirement to which Employee may be subject by reason of his position with Company; provided , however , if the Company believes the Employee is not being timely in such application (to the extent applicable), the Company shall provide written notice to Employee reasonably describing such claimed breach and Employee shall have three (3) calendar days to cure such breach, to the extent such breach is capable of being cured; or

(iv)           A termination of this Agreement by the Company that follows a request by Employee that he be permitted to cancel or terminate this Agreement before the expiration of the Term except where Employee terminates this Agreement for any of the reasons specified below in Sections 6(ii) through 6(vi); or

(v)            Employee’s willful or intentional violation of any applicable law or regulation that actually causes or is reasonably likely to cause an adverse effect on the Company, its assets, financial condition, or business as reasonably determined by the Board of the Company in good faith upon consultation with outside legal counsel; or

(vi)           Habitual intoxication or drug addiction that adversely effects Employee’s job performance and duties hereunder or the reputation or best interests of the Company; or

(vii)          Employee’s breach of a fiduciary duty to the Company for personal profit or gain of Employee or Employee’s family or affiliates, or any other conflict of interest or self-dealing by Employee involving or relating to the Company; provided , however , if the Company shall have actual knowledge of the Employee’s breach, the Company shall provide written notice to Employee reasonably describing such claimed breach and Employee shall have three (3) calendar days to cure such breach, to the extent such breach is capable of being cured; or

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(viii)         Employee’s Disability .  As used herein, the term “Disability” shall mean a physical or mental illness, incapacity or disability (as verified by a licensed physician in good standing selected by Company) preventing the Employee from satisfactorily performing his duties hereunder for ninety (90) calendar days in any consecutive one-hundred twenty (120) calendar day period.

(b)            Death of Employee .  This Agreement shall automatically terminate and the Company relieved of any liability thereunder in the event of Employee death, provided , however , Company shall remain obligated to discharge the obligation specified above in Section 5(a); provided , further , Employee’s heirs and legal beneficiaries shall have no further rights or claims against the Company.

6.              Severance Allowance and Termination By Employee .  If any of the events specified below in Subsections 6(i) through 6(v) occur during the Pre-Opening Term or the Term, the Company shall, at the sole and absolute discretion of Employee, pay and / or provide to Employee a “Severance Allowance” as hereinafter defined.  Additionally, where below listed events 6(ii), 6(iii),
6(iv), or 6(v) occur during the Pre-Opening Term or the Term, the Employee shall also be entitled to terminate this Agreement; provided , however , Sections 8, 9, 10, 11, 13, 14, 16, 17, 18, 20, 21 and 22 hereof shall survive any such termination; provided , further , the duration of the identified one (1) year non-compete set forth in Section 9(a)(iv) hereof shall be reduced to only one (1) month (the “One-Month Non-Compete Limitation”).

(i)             Employee is terminated by the Company for any reason other than as specified above in Section 5 hereof;

(ii)            Employee’s duties or position/title with the Company, as set forth under Sections 3(b), (c) or (d) hereof, diminish in any material respect after the Employee complains in writing to the Company of such claimed diminishment and the Company does not cure such issue within fifteen (15) days thereof;

(iii)           Employee’s Pre-Opening Salary or Base Salary is reduced (excluding reductions due to withholdings of any applicable taxes) or the Pre-Opening Salary or Base Salary, or, to the extent applicable, Bonus is not paid in a timely manner if and when due as provided in this Agreement, subject to a five (5) day cure period and good faith delays as a result of disagreements over applicable calculations;

(iv)           The Company breaches any provision of this Agreement applicable to it in any material respect after written notice reasonably describing such claimed breach is provided by Employee to Company and Company is provided with a reasonable opportunity to cure such breach, which in any event shall be no less than a thirty (30) calendar day period; and

(v)            The Company is acquired by (whereby at least sixty percent (60%) of the total issued and outstanding equity of the Company is sold in such transaction) or merges with any other person or entity which is not an affiliate of the Company or an affiliate of the current equity-holder(s) of the Company (unless Employee, in his sole and absolute discretion, decides to be employed or hired by any such acquirer or merger

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partner in any capacity whatsoever, whether employee, officer, manager, consultant, or otherwise).

For the purpose of this Agreement, the term Severance Allowance shall be defined as and shall be limited to only the following (and, notwithstanding the foregoing, Employee shall only be entitled to the following if Employee signs a general release in form and substance satisfactory to the Company in its sole (but reasonable) determination):

(a)            In addition to any