**Exhibit 10.1**

**SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT**

This Second Amendment to Asset Purchase Agreement,dated as of August 8, 2007 (this “Second Amendment”), is by and betweenHedwigs Las Vegas Top Tier, LLC, a Delaware limited liability company, (“Purchaser”)and 155 East Tropicana, LLC, a Nevada limited liability company, (“Seller”).

**RECITALS**

A.            Purchaser and Seller entered into thatcertain Asset Purchase Agreement dated April 30, 2007 (the “Agreement”).

B.            Purchaser and Seller entered into that certainFirst Amendment to Asset Purchase Agreement dated May 7, 2007 (the “FirstAmendment”).

C.            As consideration for the First Amendment,Purchaser paid the sum of One Million dollars ($1,000,000) to Seller (the “InitialPayment”), which sum was a non-refundable earnest money deposit that was fullyearned on the date of payment.

D.            Purchaser and Seller desire to further amendthe Agreement as set forth below.

**AGREEMENT**

NOW, THEREFORE, for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties herebyamend the Agreement as follows:

1.             Defined Terms. Unless otherwise defined herein, all capitalized terms used in thisSecond Amendment shall have the meaning given such terms in the Agreement.  Unless the context otherwise indicates, allreferences herein to the Agreement shall include this Second Amendment.

2.             Consideration.  Asconsideration for this Second Amendment, Purchaser has or shall pay (1) the sumof Five Hundred Thousand dollars ($500,000) (the “Second Payment”) to Seller ingood funds by 12:00 noon, PST, on August 14, 2007, and (2) the sum of OneMillion Five Hundred Thousand dollars ($1,500,000) (the “Third Payment” andcollectively with the Initial Payment and the Second Payment, the “Non-RefundableDeposits”) to Seller in good funds by 5:00 p.m., PST, on November 15,2007.  The parties agree that the SecondPayment and the Third Payment are non-refundable earnest money deposits thatare fully earned on the date of payment. If the Closing occurs, the Non-Refundable Deposits shall be applied tothe Cash Purchase Price as set forth in amended Section 1.6 of the Agreementbelow.

3.             Purchase Price. Section 1.5 of the Agreement is deleted and replaced with the following:

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Theconsideration of the sale and transfer of the Purchased Assets to Purchasershall consist of the Cash Purchase Price and the assumption by Purchaser of theAssumed Liabilities.  The Cash PurchasePrice shall be (i) Ninety-Five Million dollars ($95,000,000) plus (ii) the cashamount of the Accrued Royalty, plus (iii) any obligations under any notesexecuted by Seller under the Lease Agreement (including accrued interest andpenalties) and shall be subject to adjustment as provided in Section 1.8.

4.               Purchase Price Payable at Closing.  Section 1.6 of the Agreement is deleted andreplaced with the following:

Atthe Closing, and subject to the terms and conditions of this Agreement,Purchaser shall pay to Seller at the Closing in cash by wire transfer ofimmediately available funds to one or more accounts designated by each Sellerin writing at least two (2) Business Days before the Closing Date, an amountequal to the sum of (i) Eighty-Five million dollars ($85,000,000), plus (ii)the cash amount of the Accrued Royalty, minus (iii) the sum of theNon-Refundable Deposits.

5.               Closing.  Section 1.10 of the Agreement is deleted andreplaced with the following:

Seller shall as promptly as possible notify Purchaser, andPurchaser shall as promptly as possible notify Seller, when the conditions setforth in ARTICLE V to such party’s obligations to complete the Transactionshave been satisfied or waived.  Subjectto Section 7.1(a)(iv), the closing of the Transactions (the “Closing”) shalltake place at the offices of Kummer Kaempfer Bonner Renshaw & Ferrario onthe second Business Day following the satisfaction or waiver of the conditionsset forth in Article V, or at such other time, date and place as Seller andPurchaser may agree in writing.  If theClosing occurs, it shall be deemed to have occurred at the Cutoff Time.  The date on which the Closing occurs isreferred to herein as the “Closing Date.”

6.               Exclusivity.  Section 4.13 of the Agreement is deleted andreplaced with the following:

Prior to the receipt of the Third Payment, Seller may directlyor indirectly through any representative, employee or agent, solicit, initiate,or encourage the submission of any proposal or offer from any Person relatingto the acquisition of all or substantially all of the Interests or the assetsof Seller (including any

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acquisition structured as a merger, consolidation, or shareexchange) or authorize any person to do any of the foregoing.  Notwithstanding the foregoing, unless anduntil this Agreement is terminated in accordance with the provisions of ARTICLEVII, Seller shall not (i) provide non-public information of the Seller, withthe exception of updated financial statements, to any such Person or (ii) enterinto any agreement, binding or not, relating to the acquisition of all orsubstantially all of the Interests or the assets of Seller (including anyacquisition structured as a merger, consolidation, or share exchange) with anysuch Person.

Following receipt of the Third Payment, and until thisAgreement is terminated in accordance with the provisions of ARTICLE VII,Seller shall not, directly or indirectly through any representative, employeeor agent, solicit, initiate, or encourage the submission of any proposal oroffer from any Person relating to the acquisition of all or substantially allof the Interests or the assets of Seller (including any acquisition structuredas a merger, consolidation, or share exchange) or authorize any person to doany of the foregoing.

7.              Additional Deposits if Closing is Deferred.  Section 4.15 of the Agreement is deleted andreplaced with the following:

If the Closing has not occurred on or before December 31,2007 because the required Licenses and Permits have not been obtained and thisAgreement has not been terminated as provided in ARTICLE VII, Purchaser may,but shall not be required to, extend this Agreement by paying to Seller the sumof Five Hundred Thousand dollars ($500,000), which shall be non-refundable andfully earned on the date of payment and shall not be credited toward the CashPurchase Price, on the first day of each subsequent month this Agreement isextended until the Closing has occurred or this Agreement has been terminated.

8.               Restructuring of Agreement.  Section 4.21 of the Agreement is deleted andreplaced with the following:

Purchaser shall reasonably determine, within 60 days of thedate of the Second Amendment, whether (i) consummating the Closing would causean event of default under the Indenture, and (ii) such default would not existif this Agreement were restructured as a sale of Seller’s membership interestto Purchaser under terms substantially similar to this Agreement (the “MembershipInterest Purchase Agreement”).  IfPurchaser

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makes the determination required by this Section 4.21 in theaffirmative, Seller and Purchaser shall, within 30 days of such a determination(the “Negotiation Period”), negotiate in good faith a Membership InterestPurchase Agreement.  On the date that theMembership Interest Purchase Agreement becomes effective according to the termstherein, if ever, this Agreement shall become null and void and of no furtherforce or effect and the parties shall thereafter abide by all of the terms andconditions contained in the Membership Interest Purchase Agreement.

9.               Termination.  Section 7.1(a) of the Agreement is deleted andreplaced with the following:

(a)       This Agreement may beterminated and the Transactions may be abandoned at any time prior to theClosing:

(i)        by mutual written Consentof the Purchaser and the Seller;

(ii)       by Purchaser at any time;

(iii)      by Seller if the Closingdoes not occur on or before December 31, 2007 and Seller is not then inmaterial breach of any of its representations, warranties or covenants in thisAgreement; provided, however, that the date on which Seller may terminate underthis Section 7.1(a)(iii) shall be extended for one month for each month inrespect of which Purchaser continues to make the payments described in Section4.15, and further provided, however, that, if, at any time prior to terminationof this Agreement, Seller shall be unable to perform its obligations under theLease Agreement, the date on which Seller may terminate under this Section7.1(a)(iii) shall be automatically extended without any such payment until thedate on which the Lease Term would otherwise have expired.

(iv)      by Seller or Purchaser ifthe Closing does not occur on or before June 30, 2008; provided, however, thatthe right to terminate this Agreement under this clause (iv) shall not beavailable to any party whose breach of a representation, warranty, covenant oragreement under this Agreement has been the cause of or resulted in the failureof the Closing to occur on or before such date;

(v)       by Seller or Purchaser ifany court of competent jurisdiction or other Governmental Authority shall haveissued an Order permanently restraining, enjoining or otherwise prohibiting theTransactions, and such Order shall have become

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final and nonappealable; or

(vi)  by Seller if theSecond Payment or Third Payment provided for in this Second Amendment is notmade within the time periods provided in this Second Amendment.

10.             Effect of Termination.  Section 7.2 of the Agreement is deleted andreplaced with the following:

In the event this Agreement is terminated pursuant to thisArticle VII, the Transactions shall be abandoned, without further action byeither of the parties hereto, and this Agreement shall become void and have nofurther force and effect, except that (a) the obligations of Purchaser setforth in the Confidentiality Agreement shall remain in effect, (b) neitherparty shall be relieved from any liabilities or damages arising out of amaterial breach of any provision of this Agreement and (c) the respectiveobligations of the parties set forth in Sections 4.6, 7.2, 8.1, 8.2, andArticle IX shall remain in effect.

11.             Definitions.  The following definitions are deleted fromSection 8.1 of the Agreement:

“Escrow Agent” shall have the meaning ascribed to it inSection 4.21.

“Escrow Agreement” shall have the meaning ascribed to it inSection 4.21.

12.             Inconsistencies; No Other Changes; No Default.  In the event of any inconsistency between theterms and provisions of this Second Amendment and the terms and provisions ofthe Agreement, the terms and provisions hereof shall control.  Purchaser and Seller agree that there are noother changes to the Agreement, and the Agreement, as amended hereby, remainsin full force and effect.  Purchaser andSeller hereby acknowledge and agree that, to their respective knowledge, theother party is not in default under the Agreement.

13.             Effectiveness.  This Second Amendment shall be effective uponmutual execution and delivery.

14.             Counterparts.  This SecondAmendment may be executed in counterparts, each of which shall be fullyeffective as an original, and all of which together shall constitute one andthe same instrument.

15.             Exhibits.  Exhibit 5 of the Agreement is deleted in itsentirety therefrom.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto havecaused this Second Amendment to be duly executed as of the date first abovewritten.
|        |   | HEDWIGS LAS VEGAS TOP TIER, LLC,     |
|--------|--------|--------------------------------------|
|   |   | a Delaware limited liability company |
|   |   |                                 |
|   |   |                                 |
|   |   | By:                                  | Hedwigs Las Vegas GP, LLC, |
|   |   |                                 | a Delaware limited liability  company |
|   |   |                                 | Its Managing Member |
|   |   |                                 |
|   |   |                                 |
|   |   |                                 | By: | NTH Advisory Group, LLC |
|   |   |                                 | a California limited liability |
|   |   |                                 | company |
|   |   |                                 | Its managing member |
|   |   |                                 |
|   |   |                                 |
|   |   |                                 | By: | /s/ Richard Bosworth |   |
|   |   |                                 | Name: |  Richard Bosworth |
|   |   |                                 | Title: | Managing Member |
|   |   |                                 |   |   |
|   |   |                                 |   |   |
|   |   | 155 EAST  TROPICANA, LLC             |
|   |   | a Nevada limited liability company   |
|   |   |                                 |   |   |
|   |   |                                 |
|   |   | By:                                  |   /s/ Michael Hessling |   |
|   |   | Name: Michael Hessling               |
|   |   | Title: President                     |
|        |        |                                      |  |  |  |  |  |  |  |  |

 

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