**Exhibit10.1**

**EMPLOYMENTAGREEMENT**

ThisEmployment Agreement is made and entered into this 30th day of October, 2006, by and between **Gary Gregg** (“Employee”) and **155 EastTropicana, LLC dba****Hooters Casino Hotel**(“Company”).

WHEREAS,the Company has offered and the Employee has accepted a position of employmentas Chief Operating Officer;

NOW,THEREFORE, for good and valuable consideration and in consideration of themutual promises and mutual covenants contained herein, Company and Employeeagree as follows:

**1.             EMPLOYMENT TERM.**

ThisAgreement shall commence as of the 30th day of October, 2006, and continue until the29th day of October, 2009, unless terminated ashereinafter provided.  The Company mayrenew this Agreement by providing Employee with its written intention to do sowithin thirty (30) days prior to the expiration of the then current term.

**2.             DUTIES.**

Employeewill perform the duties of Chief Operating Officer in accordance with theCompany’s Operating Agreement and Joint Venture Agreement and will perform suchother duties and services as required by the Company’s Management Board and/orChief Executive Officer.  Employee shallreport directly to the Company’s Chief Executive Officer.

**3.             OTHER SERVICES AND ACTIVITIES.**

Employeewill devote substantially all of his efforts to the Company’s business.  During the term of this Agreement, Employeewill not engage in any other employment or business activity or hold any officeor a position in other companies or organizations that would limit the fulfillmentof his duties as Chief Operating Officer or that would pose a conflict ofinterest with the Company’s business. Employee will obtain express written consent of the Company’s ChiefExecutive Officer before engaging in any such activity.

**4.             COMPENSATION AND BENEFITS.**

4.1           Base Salary

Employeewill be paid an annual base salary of Two Hundred Fifty Thousand Dollars and00/100 Cents ($250,000.00), payable in biweekly installments of Nine ThousandSix Hundred Fifteen Dollars and 39/100 Cents ($9,615.39) in accordance with theCompany’s regular payroll practices.  Anysubsequent increases in base salary shall be determined solely at thediscretion of the Company’s Management Board.

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4.2           Annual Performance Bonus

Employeewill also be eligible to receive an Annual Performance Bonus (“APB”) for thefiscal year beginning January 1, 2007 to December 31, 2007, and each year thecontract continues, based on the Company’s performance and EBITDA once thefollowing thresholds have been met:

| EBIDTA                                 | ** ** | **Bonus Amount** | ** ** |
|----------------------------------------|------------|-----------------------|------------|
| $15 million but less  than $18 million |       | $                     | 100,000.00 |   |
| $18 million but less  than $21 million |       | $                     | 150,000.00 |   |
| $21 million but less  than $24 million |       | $                     | 200,000.00 |   |
| $24 million or higher                  |       | $                     | 250,000.00 |   |

 

Inorder to earn the APB, Employee must be employed by the Company as of December31, 2007.  The APB, if earned, will bepaid following the close of the Company’s books each fiscal year.  The Company’s fiscal year end is December31.  It is expected that the APB will bepaid by February 28 of the year following the close of the fiscal year.

4.3           Benefit Plans

Employeeis eligible to enroll in and participate in the Company’s benefit plans (i.e.,group health insurance, 401(k), etc.) to the extent such benefits are regularlyoffered to similarly situated executives of the Company.  Employee’s participation in such benefitplans shall be governed by the applicable guidelines or parameters set for eachplan.  To the extent that the Companyalters, adds to or discontinues any of its benefit plans during the term ofthis Agreement, such changes shall also be applicable to Employee.

**5.             ILLNESS OR DISABILITY OFEMPLOYEE.**

IfEmployee is unable to perform his duties for the Company for a period of morethan ninety (90) days, the Company may terminate this Agreement upon not lessthan thirty (30) days written notice to the Employee.  In the event of such termination, all of theCompany’s obligations hereunder will terminate immediately.

TheCompany agrees to make available to Employee a Disability Plan to provide forpartial salary continuation in the circumstance where Employee is unable toperform services for the Company for a period in excess of ninety (90) days,subject to the terms and conditions of the plan obtained.

**6.             DEATH OF EMPLOYEE.**

ThisAgreement shall terminate immediately upon the death of the Employee.  If Employee dies during the term of thisAgreement, the Company will pay to Employee’s estate the compensation thatwould otherwise be payable to Employee through the end of the month of Employee’sdeath.

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**7.             TERMINATION FOR CAUSE.**

TheCompany may terminate this Agreement and all of its obligations hereunder uponoccurrence of any of the following events: (a) Employee’s material breach of this Agreement; (b) Employee’s failureor inability to perform his duties within the expectations of the Company; (c)Employee’s conviction of a felony or any other crime involving moral turpitudeor dishonesty which, in the good faith opinion of the Company, would impairEmployee’s ability to perform his duties or the Company’s business reputation;(d) Employee’s failure or refusal to comply with the Company’s policies,standards or regulations; (e) Employee’s unauthorized disclosure of the Company’strade secrets and/or other confidential business information; (f) Employee’sbreach of his duty of loyalty; (g) Employee’s act of fraud, misrepresentation,theft or embezzlement or the misappropriation of Company assets; or (h)Employee’s failure to secure and/or maintain his required licenses bygovernment agencies with jurisdiction over the Company’s business.

**8.             TERMINATION WITHOUT CAUSE.**

Shouldthe Company terminate Employee without cause during the term of this Agreement,the total amount owing of compensation, benefits, and wages shall be equal tosix (6) months of base salary at the then current rate.

**9.             TERMINATION BY EMPLOYEE.**

ShouldEmployee desire to terminate employment with the Company prior to theexpiration of the term of this Agreement, Employee shall give sixty (60) daysadvance written notice to the Company. In the event Employee terminates employment before the expiration of theterm of this Agreement and fails to give the required amount of notice,Employee will forfeit his interest in the APB.

**10.          CONFIDENTIAL INFORMATION.**

Employeeagrees that he will not use or disclose (directly or indirectly) anyConfidential Information and Trade Secrets of the Company whether in written,verbal, or, model form, at any time or in any manner, except as required andauthorized by the Company in the course of Employee’s employment with theCompany.  The obligations of thisAgreement are continuing and survive the termination of Employee’s employmentrelationship with the Company.  Employeeacknowledges and agrees that such trade secrets and other confidential informationconstitute the Company’s sole and exclusive property.  For purposes of this Paragraph, the term “ConfidentialInformation and Trade Secrets” refers to any information that is not generallyknown to persons engaged in business similar to that conducted or contemplatedby the Company and includes, without limitation:  know how, trade secrets, business plans,copyrights, inventions, patents, intellectual property, data, process, processparameters, databases, methods, 

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practices,products, product design information, research and development data, financialrecords, operational manuals, pricing, technical plans, computer programs,customer information, customer lists, price lists, supplier lists, marketingplans, financial information, and/or all other compilations of informationwhich relate to the business of the Company, and any other proprietary materialof the Company, which have not been released by the Company to the generalpublic.

Upontermination of his employment, Employee shall turn over to the Company theoriginals, plus all copies, of any and all files, contact lists, phone books,papers, notes, price lists, customer contracts, bids, customer lists, files,notebooks, books, memoranda, drawings, or other documents made, compiled by ordelivered to him concerning any customer served by the Company or any product,apparatus, or process manufactured, used, developed or investigated by theCompany or containing any Confidential Information or Trade Secrets orotherwise relating to Employee’s performance of duties under thisAgreement.  Employee further acknowledgesand agrees that all such documents are the Company’s sole and exclusiveproperty.

**11.          INDEMNIFICATION.**

Employeewill keep, save, protect, defend, indemnify and hold the Company harmless fromand against any and all costs, claims, expenses, damages, or deficienciesresulting from any misrepresentation, breach, default or non-fulfillment of theterms of this Agreement either made or caused by Employee.

**12.          DISPUTE RESOLUTION.**

Exceptfor a claim by a party for injunctive relief, any dispute or difference ofopinion between the parties involving the meaning, interpretation, andapplication of any provision of this Agreement, including any dispute which mayarise in the future, shall be adjusted exclusively through mediation followedby binding arbitration in Las Vegas, Nevada. The parties agree to first select a neutral mediator to mediate theirdispute, and further agree that if no agreement can be reached, they shallrequest a panel of mediators from the regional office of the AmericanArbitration Association with jurisdiction over Las Vegas, Nevada.  Should mediation fail to resolve theirdispute, the parties shall attempt to mutually select an arbitrator, andfurther agree that if no agreement can be reached, they shall request a panelof 15 arbitrators from the Mountain States Employment Panel from the regionaloffice of the American Arbitration Association with jurisdiction over LasVegas, Nevada.  The Mediator orArbitrator shall be selected by the mutual strike method; a coin toss willdetermine the first strike.  TheCommercial Arbitration Rules and Mediation Procedures of the AAA will apply,except that no dispute will be submitted to Expedited Arbitration or Large,Complex Case Arbitration without the consent of both parties.  The award of the Arbitrator shall be finaland binding on the parties.  TheArbitrator shall have the authority to determine whether the grievant hasproven his or its case by a preponderance of the evidence, and the Arbitratorshall have no authority, jurisdiction, or power to amend, modify, nullify, oradd to the provisions of this Agreement. Arbitration costs and attorney’s fees shall be borne by each respectiveparty.  No request to mediate orarbitrate will be entertained or processed unless it is received in writing bythe opposing party to this 

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Agreement withinninety (90) calendar days from the time the aggrieved knew or could havereasonably learned of the breach.  Afailure to timely file a claim will render such claim moot.

Tothe extent that the AAA Commercial Arbitration Rules conflict with thisParagraph, this Paragraph shall govern.

**13.          NOTICES.**

Anynotice required or desired to be given under this Agreement by either party tothe other shall be in writing and may be effective by personal delivery or byregistered or certified mail at the addresses listed below or at such otheraddresses as either party may notify the other:

| A.     |   | If to the Company, to:  |   | Mr. Neil Kiefer                  |
|--------|--------|-------------------------|--------|----------------------------------|
|   |   |                    |   | Hooters Management Corporation   |
|   |   |                    |   | 107 Hampton Road, 2nd Floor |
|   |   |                    |   | Clearwater, Florida 33759        |
|   |   |                    |   |                             |
| B.     |   | If to the Employee, to: |   | Mr. Gary Gregg                   |
|   |   |                    |   | 5204 Jessica Joy St.             |
|   |   |                    |   | Las Vegas NV 89149               |

 

Notices personallydelivered will be deemed effective upon receipt.  Notices sent by registered or certified mailwill be deemed effective three (3) days after mailing.

**14.          ENFORCEMENT.**

ThisAgreement shall be construed in accordance with and governed for all purposesby the laws of the State of Nevada.  Incase any one or more provisions contained in this Agreement shall, for anyreason, be held to be invalid, illegal, or unenforceable in any respect, suchinvalidity, illegality, or unenforceability shall not affect any otherprovision of this Agreement, but this Agreement shall be construed as if suchinvalid, illegal, or unenforceable provision had never been containedherein.  If, moreover, any one or more ofthe provisions contained in this Agreement shall for any reason be held to beexcessively broad as to time, duration, geographical scope, activity orsubject, it shall be construed, by limiting and reducing it, so as to beenforceable to the maximum extent compatible with the applicable law as itshall then appear.

**15.          AMENDMENTS.**

ThisAgreement may be amended or modified only by a writing executed and agreed uponby both parties.

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**16.          WAIVER.**

Waiverby either party of any term or condition of this Agreement or any breach hereofwill not operate or be construed as a waiver of any other term or condition orsubsequent breach.  No waiver shall bebinding unless executed in writing by the party making the waiver.

**17.          ASSIGNMENT.**

Employeeacknowledges that his services are unique and personal and, accordingly,Employee may not assign his rights or delegate his duties and obligations underthis Agreement.  The Company’s rights andobligations under this Agreement will inure to the benefit of, and be bindingupon, the Company’s successors and assigns.

**18.          MERGER.**

ThisAgreement constitutes the entire agreement of the parties and supersedes allprior agreements, arrangements and communications between the parties, whetheroral or written, express or implied.

**19.          HEADINGS.**

Theheadings of the Paragraphs of this Agreement are for convenience only and shallnot affect the construction or interpretation of any of its provisions.

**20.          REVIEW/UNDERSTANDING OF AGREEMENT.**

Eachparty to this Agreement has reviewed the Agreement with legal counsel of theirchoice and has had the opportunity to modify or eliminate any ambiguousprovisions.  Therefore, it is agreed thateach party hereto is considered a drafter of this Agreement and that thecontract interpretation rule which holds ambiguities are to be interpretedagainst the original drafter of a document is expressly waived by the parties.

**21.          COUNTERPARTS.**

ThisAgreement may be executed in any number of counterparts conformed by facsimilesignatures transmitted by telephone, each of which shall be deemed a duplicateoriginal.

**155 EASTTROPICANA, LLC dba**
| **HOOTERS CASINO HOTEL** |       | **GARY GREGG**          |
|--------------------------|------------|-------------------------|
| ** **               | ** ** | ** **              |   |   |
| BY                       |       | /s/ Neil G. Kiefer      |   | BY: | /s/ Gary A. Gregg |
| ITS:                     |       | Chief Executive Officer |   |   |   |
| DATE:                    |       | October 23, 2006        | ** ** | DATE: | October 23, 2006 |

 

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