Exhibit 2.30

AMENDED AND RESTATED

JOINT VENTURE AGREEMENT

This Amended and Restated Joint Venture Agreement (this “ Agreement ”) is made and entered into as of March 9, 2005, by and between EW Common LLC, a Nevada limited liability company (“ EW Common ”) who is the successor in interest to Eastern & Western Hotel Corporation, a Nevada corporation (“ E&W ”), E&W to the extent that E&W has remaining obligations under the Original JVA, and Florida Hooters LLC, a Nevada limited liability company (“ Florida Hooters ”).  EW Common and Florida Hooters are hereinafter sometimes individually referred to as “ Venturer ” and collectively as “ Venturers ”.

Preliminary Statements

A.                                    On June 29, 2004, E&W and I and P Corporation, Colorado, a Nevada corporation (“ I & P ” ), on the one side and Florida Hooters, on the other side entered into that certain Joint Venture Agreement (“ Original JVA ”).

B.                                      At the time the Original JVA was executed, E&W and I & P were both 100% owned by S.I. Enterprises, a Nevada corporation.   On February 28, 2005, S.I. Enterprises converted its form of organization to a limited liability company and is thus, S.I. Enterprises, LLC, a Nevada limited liability company.

C.                                      At the time the Original JVA was executed, I & P owned those certain parcels of land consisting in the aggregate of approximately 8.92 acres of improved real property located at 115 East Tropicana Avenue and 155 East Tropicana Avenue, Las Vegas, NV 89109 and identified as having Assessor’s Parcel Numbers 162-28-101-002 and 162-28-102-001, together with all improvements, easements and other rights benefiting the land (the “ Real Property ”) on which the San Remo Hotel & Casino sits (the “ Hotel/Casino ”).

D.                                     Further, I & P also owned substantially all of the non-gaming furniture, furnishings, fixtures, machinery, signage and equipment; vehicles; computers, computer equipment and manuals, and computer software, programs and databases that are used in the operation of the Hotel/Casino (collectively, the “ Personal Property ” and, together with the Real Property and the Personal Property, the “ Assets ”).

E.                                       At the time the Original JVA was executed and pursuant to that certain Lease dated September 30, 1996, between E&W and I & P, E&W operated the Hotel/Casino.  E&W owns (i) the Gaming Assets; (ii) Cash; (iii) the inventory used in the operation of the Hotel/Casino (“ Inventory ”); and (iv) the remaining non-gaming personal property used in the operation of the Hotel/Casino and not owned by I & P (“ E&W Personal Property ”).

F.                                       On July 28, 2004, I & P merged into E&W as evidenced by Articles of Merger filed with the Nevada Secretary of State.

G.                                      On July 30, 2004, EW Common was formed to hold E&W’s membership interest in the Company, and EW Common does not own any other personal property, and none of E&W’s other assets and/or personal property was transferred to EW Common; E&W continues to own all

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such assets and property, including, without limitation, all privileged licenses held by E&W related to the Hotel/Casino.

H.                                     In connection with the operation of the Hotel/Casino, E&W is party to certain leases, participation agreements, license agreements and/or other contractual arrangements (the “ Operating Contracts ”).

I.                                          At the time the Original JVA was executed, E&W and I & P had approximately $45,000,000 in long-term debt (the “ Existing Indebtedness ” ) in the form of three separate notes held by its secured lenders including a senior secured note of $14,320,900 held by Principal Transactions II, Inc., a Delaware corporation (“ PTII ”) , a junior note of $14,646,000 (also held by PTII) and a junior note in the amount of $15,556,896 held by Mizuho Project Ltd. (“ Mizuho ” and, together with PTII, “ Lenders ” ).  Parts of the Existing Indebtedness of PTII and Mizuho have been partially converted to yen denominated loans.  The Existing Indebtedness was secured by the Assets, E&W Personal Property and the Gaming Assets.

J.                                         Florida Hooters is owned 50.1% by Hooters Gaming LLC, a Nevada limited liability company (“ Hooters Gaming ”) and 49.9% by Lags Ventures LLC, a Nevada limited liability company (“ Lags ”).

K.                                     Florida Hooters assisted 155 East Tropicana, LLC, a Nevada limited liability company (the “ Company ”) in obtaining financing to payoff all of the obligations under the Existing Indebtedness on the terms and conditions acceptable to each of the Venturers (the “ New Financing ”) and further is assisting the Company in obtaining replacement financing for the New Financing and to fund the Hooters Renovation pursuant to the Indenture and a related line of credit (the “ Renovation Financing ” ).

L.                                       The Company desires to issue Notes and obtain a line of credit in order to obtain the Renovation Financing and complete the Hooters Renovation.

M.                                  In consideration of the Renovation Financing, the Note holders/lenders thereof desire to have the JVA amended in certain respects.

NOW THEREFORE and in consideration of the Renovation Financing, EW Common as the successor in interest to E&W and I & P, and Florida Hooters desire to amend and restate the Original JVA and to affirm what has occurred and any remaining obligations of either party not otherwise set forth in any other related or governing document related to their joint venture acquisition of the Hotel/Casino.

Agreement

1.                                        Definitions .   As used in this Agreement, the terms listed in this Section 1 shall be defined as follows:

“ Affiliate ” means a person who directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the person specified;

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provided, however , that a Venturer, as such, shall not be deemed to be an Affiliate of the other Venturer.

“ Assets ” shall have the meaning set forth in Preliminary Statement D .

“ Balance Sheet ” means an unaudited consolidated balance sheet of E&W prepared in accordance with GAAP, except to the extent that such balance sheet or the notes thereto specify non-GAAP principles in accordance with which the balance sheet was prepared.

“ Cash ” means cash in the cages and slot machines, bank rolls, cash equivalents, deposits, refund claims and deferred charges.

“ Company ” shall have the meaning set forth in Preliminary Statement K .

“ Current Assets ” means as of the First Closing Date or the Third Closing Date, the total amount of current assets as reported on a Balance Sheet.

“ Current Liabilities ” means as of the First Closing Date or the Third Closing Date, the total amount of current liabilities as reported on a Balance Sheet.

“ Design, Development and Renovation Budget and Timeline ” shall mean all costs associated with the Hooters Renovation, including all renovation, redesign fees, permits and licenses, pre-opening program costs and all associated financing fees and the timeline for the Hooters Renovation through the date that the Hooters Renovation is completed and the Redeveloped Casino/Hotel opens for business.

“ Dispute Notice ” shall have the meaning set forth in Section 2.8.

“ E&W ” shall have the meaning set forth in the first paragraph of this Agreement.

“ E&W Personal Property ” shall have the meaning set forth in Preliminary Statement E .

“ Existing Indebtedness ” shall have the meaning set forth in Preliminary Statement I .

“ First Closing Date ” occurred on July 30, 2004.

“ Gaming Assets ” shall mean all of E&W’s gaming assets consisting of all rights, properties and businesses which directly or indirectly comprise, are used in, or relate to E&W’s casino business, including without limitation, the furniture, fixtures, gaming devices, and all warranties applicable thereto, equipment, appliances, tools, trade names, goodwill, telephone numbers, credit files, computer records, financial statements, gaming tax returns, customer lists, all related accounting files, and all computer hardware and software, used directly or indirectly in the operation of the casino portion of the Hotel/Casino.

“ Governmental or Regulatory Authority ” means any Nevada Gaming Authority, court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the

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United States, any foreign country or any domestic or foreign state, county, city or other political subdivision.

“ HGC ” means Hooters Gaming Corporation, a Nevada corporation.

“ HI LP ” means HI Limited Partnership, a Florida limited partnership having its principal offices in Atlanta, Georgia.

“ Florida Hooters ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Hooters Brand ” shall mean the “Hooters” name and mark to be used in connection with the Hooters Renovation and the Redeveloped Casino/Hotel.  HI LP owns and controls the use of the Hooters Brand.

“ Hooters Gaming ” shall have the meaning set forth in Preliminary Statement J .

“ Hooters Gaming Royalty Fee ” means HGC’s 60% of the total royalty fee of net gaming revenue to be paid by Company to HGC and HI LP pursuant to the Hooters License Assignment.  Hooters Gaming shall subordinate and defer, but not waive, the Hooters Gaming Royalty Fee to the Preferred Return and to service the debt incurred by Company.

“ Hooters License Agreement ” means that certain License Agreement dated March 21, 2001, as amended by that Amendment to License Agreement dated April 21, 2004, and as amended by that Amendment to License Agreement dated February 24, 2005, and entered into by and between HI LP and HGC pursuant to which HI LP has granted to HGC the exclusive license to use the Hooters Brand in connection with the conduct of gaming and the operation of a hotel in Nevada, including a “Hooters” restaurant subject to the receipt of written permission from Las Vegas Wings.  A true and correct copy of the Hooters License Agreement, as amended is attached as Appendix 3 to the Operating Agreement.

“ Hooters License Assignment ” shall be those non-exclusive assignments as they have been amended and restated as of March 9, 2005: (i) by HGC to Hooters Gaming pursuant to that certain Assignment Agreement dated on or before the First Closing Date; then (ii) by Hooters Gaming to Florida Hooters pursuant to that certain Assignment Agreement dated on or before the First Closing Date; and then (iii) by Florida Hooters to Company pursuant to that certain Assignment Agreement dated on or before the First Closing Date that will ultimately assign to Company the Hooters License Agreement and allow Company to use the Hooters Brand in connection with the Hooters Renovation and the Redeveloped Casino/Hotel.  The Hooters License Assignment shall provide that HGC and HI LP shall receive a combined royalty fee not to exceed 5% of net gaming revenue and HI LP shall receive a royalty fee not to exceed 2% of revenue generated from all other of the “Licensed Activities” (as defined in the Hooters License Agreement) of the Redeveloped Casino/Hotel, except for the Restaurant Royalty Fee, which such fee shall be separately set forth in the Hooters Restaurant Consent.  The Hooters License Assignment shall be substantially in the form of the attached Exhibit A .  

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“ Hooters Renovation ” means the redesign and renovation of the Hotel/Casino as the Hooters Casino Hotel, a resort and entertainment center, having and using the Hooters Brand and concept.  As part of the Hooters Renovation, the Hotel/Casino shall be re-themed and re-named, shall include a Hooters Restaurant and may include a Dan Marino Town Tavern, Martini Bar and a Howl at the Moon entertainment lounge.

“ Hooters Restaurant Consent ” shall be that certain Consent Agreement by and between Las Vegas Wings and HGC, as ultimately assigned to Company pursuant to the Hooters License Agreement and Hooters License Assignment granting its consent to allow Company to operate a Hooters restaurant in the Redeveloped Casino/Hotel.  The Hooters Restaurant Consent shall provide for the payment of the Restaurant Royalty Fee and shall further provide that Las Vegas Wings shall not grant a license to another operator to operate a Hooters restaurant on the Las Vegas Strip.  The Hooters Restaurant Consent shall be substantially in the form of the attached Exhibit B .

“ Hotel/Casino ” shall have the meaning set forth in Preliminary Statement C .

“ Indenture ” shall mean the indenture or other agreement governing the Notes.

“ Interim Casino Lease ” means that “Casino Lease” entered into by E&W and Company on the First Closing Date, as amended and restated by that certain “Amended and Restated Casino Lease” dated March 9, 2005, pursuant to which E&W shall lease all of the bars and other commercial retail space that sells liquor or otherwise holds a license to sell liquor in the Hotel/Casino and the casino portion of the Hotel/Casino and to operate the same until the expiration or termination thereof.

“ Interim Hotel Lease ” means that “Hotel Lease” entered into by E&W and Company on the First Closing Date, as amended and restated by that certain “Amended and Restated Hotel Lease” dated March 9, 2005, pursuant to which E&W will manage the operations of the hotel portion of the Hotel/Casino and all food facilities located in the Hotel/Casino which shall be all of the Hotel/Casino not subject to the Interim Casino Lease, until the expiration or termination thereof.

“ Inventory ” shall have the meaning set forth in Preliminary Statement E .

“ Lags ” shall have the meaning set forth in Preliminary Statement J .

“ Lags Concept Restaurant Assignment ” shall be the assignment by the entity controlled by Dave Lageschulte regarding the operation of a “Dan Marino’s Town Tavern” and “Martini Bar” restaurant in the Redeveloped Casino/Hotel.  The Lags Concept Restaurant Assignment shall provide for the payment of a 6% royalty license fee by Company to the entity controlled by Dave Lageschulte.  The Lags Concept Restaurant Consent shall be substantially in the form of the attached Exhibit C .

“ Las Vegas Strip ” shall mean that area of Clark County, Nevada to the east of Decatur Boulevard, south of the Las Vegas 93/95 Expressway, north of Blue Diamond Road and west of Maryland Parkway.

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“ Las Vegas Wings ” shall mean Las Vegas Wings, Inc., a Nevada corporation.

“ Leases ” shall mean the Interim Casino Lease and the Interim Hotel Lease, collectively.

“ Lenders ” shall have the meaning set forth in Preliminary Statement I .

“ Managed Account ” shall have the meaning set forth in Section 16.3 .

“ Membership Interest ” means the respective interests of EW Common and Florida Hooters in Company issued by Company pursuant to the Operating Agreement.

“ Nevada Gaming Authorities ” means, collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board, or any governmental agency of the State of Nevada or its political subdivisions that succeeds to the functions of such agencies.

“ New Financing ” shall have the meaning set forth in Preliminary Statement K .

“ Notes ” means the senior secured notes due 2012 issued by Company and 155 East Tropicana Finance Corp., a Nevada corporation, as they may be amended, restated, restructured or otherwise modified, and any other indebtedness, securities or facilities issued or entered into in repayment of, in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge, redeem, tender for, repay, refund or otherwise retire or acquire for value, in whole or in part, the Notes.

“ Operating Agreement ” shall mean the Amended and Restated Operating Agreement of Company dated March 9, 2005, by and between EW Common and Florida Hooters, which such Operating Agreement shall govern the rights, duties and responsibilities of its members and provide for the distribution of proceeds from the operation of the Hotel/Casino.  The Operating Agreement shall also provide inter alia for the establishment of capital accounts for each of the Venturers, distributions of profits, the use of proceeds of a capital infusion (other than a sale of the Hotel/Casino or Redeveloped Casino/Hotel) or the distribution of proceeds from the sale of the Hotel/Casino or Redeveloped Casino/Hotel.

“ Operating Contracts ” shall have the meaning set forth in Preliminary Statement H .

“ Personal Property ” shall have the meaning set forth in Preliminary Statement D .

“ Positive Working Capital ” shall have the meaning set forth in Section 2.7 .

“ Preferred Equity ” means the preferred equity issued by Company in favor of EW Common as partial consideration for EW Common’s capital contribution of the Assets, E&W Personal Property, Inventory, Cash and the Gaming Assets in an amount equal to $25,000,000.   The rights of EW Common with respect to the Preferred Equity, including the amounts due as a Preferred Return, the payment of the Preferred Return and the redemption of the Preferred Equity, shall be set forth in the Operating Agreement.

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“ Preferred Return ” means the preferred return in the amount of 4% to be paid to EW Common on the Preferred Equity, which Preferred Return shall begin accruing on the Re-opening.

“ Project Cost ” means the total costs associated with the Hooters Renovation, including, without limitation, the costs of retheming, redesigning, developing and renovation, including, without limitation, all direct costs related thereto such as labor, materials, supplies, furniture, furnishings, fixtures, machinery, equipment, construction management, architectural, engineering and design fees, site work, construction permits, pre-development expenses, pre-opening expenses and interest and fees paid or accrued on the Renovation Financing prior to the completion of the Hooters Renovation.

“ Re-opening ” means the time when the Hooters Renovation shall have been substantially completed and the facilities of the Hooters Casino Hotel have been opened to the general public, are receiving customers in the ordinary course of business and are operating in accordance with applicable laws; and for purposes of calculating dates, obligations and payments due, the Re-opening shall be deemed to occur on the 1st day of the month immediately following the satisfaction of all of these conditions.

“ Real Property ” shall have the meaning set forth in Preliminary Statement C .

“ Redeveloped Casino/Hotel ” means the Hotel/Casino after the Re-opening.

“ Renovation Financing ” shall have the meaning set forth in Preliminary Statement K .

“ Restaurant Royalty Fee ” means the combined 6% royalty fee to be paid by Company to Las Vegas Wings (4%) and HI LP (2%) pursuant to the Hooters Restaurant Consent.  The Restaurant Royalty Fee shall not exceed 6% of revenue generated from the Hooters restaurant to be operated in the Redeveloped Casino/Hotel.  Las Vegas Wings shall subordinate and defer, but not waive, its 4% of the Restaurant Royalty Fee to service the debt incurred by Company, including the Renovation Financing, and to the Preferred Return.

“ Second Closing Date ” shall be a date on or before the first anniversary of the First Closing Date on which all of the conditions required for the Second Closing Date as set forth herein are satisfied and the Renovation Financing is available for draws.

“ Third Closing Date ” shall be on the last day of the month in which Company, and to the extent applicable, all of its members, management board, owners and key employees, are in receipt of all licenses necessary to conduct gaming at the Hotel/Casino.  The Third Closing Date may, but need not, occur simultaneously with the Second Closing Date

“ Working Capital ” shall have the meaning set forth in Section 2.7 .

2.                                        Formation and Structure of Company; Conveyance of Assets to Company .

2.1.                               Deposit by Florida Hooters.   Upon execution of the Original JVA, Florida Hooters deposited $1,000,000 into escrow, which such deposit was increased to a maximum of

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$2,000,000 on or before the First Closing Date (collectively, the “ Deposit ”).  On the First Closing Date, the Deposit was credited towards Florida Hooters’ capital contribution to the Company.

2.2.                               Transfer of Assets to E&W.   As set forth in Preliminary Statement F, I & P merged with and into E&W, with E&W being the surviving entity.  Thus, following such merger, E&W owned the Assets.

2.3.                               Formation of Company.   Prior to the First Closing Date, E&W and Florida Hooters caused Company to be formed as a limited liability company under the laws of the State of Nevada.  E&W and Florida Hooters entered into the Original Operating Agreement on the First Closing Date.  On July 30, 2004, EW Common became the successor in interest to E&W with respect to E&W’s membership interest in the Company.

2.4.                               Intentionally Omitted.

2.5.                               Second Closing Date .  As a condition to and on the Second Closing Date, the following events shall occur:

(a)                                   Final definitive loan documents for the Renovation Financing shall have been executed and the funds for the Renovation Financing committed.

(b)                                  Each of the Venturers shall have approved the plans for the Hooters Renovation.

(c)                                   Each of the Venturers shall have approved the Design, Development and Renovation Budget and Timeline.

(d)                                  Each of the Venturers shall have approved the Project Costs.

2.6.                               Third Closing Date .  As a condition to and on the Third Closing Date, the following events shall occur:

(a)                                   E&W and EW Common, as the case may be, shall deliver to Company a bill of sale conveying the Gaming Assets and Inventory to Company.

(b)                                  The Interim Casino Lease shall be terminated unless sooner terminated pursuant to its terms.

(c)                                   The Interim Hotel Lease shall be terminated unless sooner terminated pursuant to its terms.

(d)                                  E&W and EW Common, as the case may be, shall assign all of the Operating Contracts to Company and Company shall assume all of the Operating Contracts.

(e)                                   Company shall assume the Current Liabilities of E&W and EW Common, as the case may be, to be agreed upon by the Venturers.

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(f)                                     E&W shall convey to Company Current Assets to be agreed upon by the Venturers in an amount equal to Current Liabilities conveyed pursuant to Section 2.5(e) , but in any event E&W shall retain the Positive Working Capital.

(g)                                  Company shall have obtained an audit of the Balance Sheet as of the First Closing Date and delivered to Company pursuant to Section 2.7 .

2.7.                               Intentionally Omitted .

2.8.                               Working Capital-Related Payment.  On or about the First Closing Date, E&W delivered to Company a Balance Sheet.  Within 30 days following the Third Closing Date, E&W shall deliver to Company a Balance Sheet as of the Third Closing Date.  The two Balance Sheets will be prepared as if E&W were operating a going concern and on a basis consistent with the past practice.  The total of Current Assets minus the total of Current Liabilities reported on each of the Balance Sheets shall constitute and be defined as “ Working Capital ” as of such Balance Sheet date. The amount of Working Capital of E&W as of the First Closing Date shall be the “ Positive Working Capital ” of E&W.  Concurrently with the delivery of the Balance Sheet for the Third Closing Date, E&W will deliver to Company Current Assets in excess of the Positive Working Capital.  In the event that the Working Capital as of the Third Closing Date is less than the Positive Working Capital, then Company will pay such difference in Cash to E&W within ten days following the delivery of the Balance Sheet following the Third Closing Date.

2.9.                               Post-Closing Audit and Payment .  If Company disagrees with the Balance Sheet delivered following the Third Closing Date, it shall notify EW Common and E&W of such disagreement in writing, specifying in detail the particulars of such disagreement, within 15 business days after its receipt of such Balance Sheet (the “ Dispute Notice ”).  EW Common, E&W and Company shall use commercially reasonable efforts for a period of 30 days after Seller’s delivery of the Dispute Notice (or such longer period to which the Parties mutually agree) to resolve any disagreements raised by Seller with respect to such Balance Sheet.  If, at the end of such period, the parties are unable to resolve such disagreements, the parties shall jointly select an independent auditor from a recognized, national-standing accounting firm to resolve the disagreements.  The determination by such independent auditor shall be final, binding and conclusive on the parties.  The parties shall use commercially reasonable efforts to cause such independent auditor to make its determination within 30 days after it accepts its selection.  Within 10 days following the date of such determination by the independent auditor, the party owing any amounts due as determined by the independent auditor shall pay such amounts to the other party.  Fees and expenses of such independent auditor shall be borne by the non-prevailing party.

2.10.                         Further Assurances .  Upon the terms and subject to the conditions set forth in this Agreement, each of EW Common and E&W agrees to use all reasonable efforts to take, or cause to be taken (including through its officers and directors and other appropriate personnel), all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the tra