EXHIBIT 10.5


                                  May 15, 2006




Echelon Resorts Corporation
c/o Boyd Gaming Corporation
2950 Industrial Road
Las Vegas, Nevada  89109-1150

Attention:  Robert Boughner

                            Re: ECHELON PLACE PROJECT

Dear Bob:

           In connection with the proposed acquisition of the Hard Rock Property
(as that term is defined in the Amendment (as defined below)) by an Affiliate of
Morgans,  Boyd has  agreed  that  Morgans  may  proceed  with  such  acquisition
notwithstanding  Boyd's  rights  under the  January  3, 2006  Limited  Liability
Company  Agreement  (the  "Operating  Agreement"),  based  upon  the  terms  and
conditions set forth in the First Amendment to the Operating Agreement,  of even
date  herewith (the  "Amendment"),  and based upon the  representations  made by
Morgans set forth below in Section 1, which  represent a material  inducement to
Boyd's execution of the Amendment.  All capitalized  terms not otherwise defined
herein shall have the meaning set forth in the Operating Agreement (as amended).

           1. CERTAIN OBLIGATIONS. Morgans agrees with Boyd as follows:

           a. Prior to the Opening  Date of the second  Hotel to be developed by
the Company,  neither  Morgans nor any  Affiliate of Morgans will invest  equity
capital,  cash,  guaranties  or other  credit  support  in  connection  with the
acquisition,  operation or management of the Hard Rock Property, in an aggregate
amount in excess  of or with a value in  excess of 175% of the  Morgans  Capital
Commitment  to the LLC,  excluding  cash flow from the Hard  Rock  Property  and
proceeds  of sales,  refinancings  and other  capital  events  relating  to that
property.

           b. Neither  Morgans nor any of its Affiliates  will  negotiate  with,
hire or retain a manager,  operator,  lessee or licensee of any material  gaming
facilities  or  operations,   including  internet  related  operations,   at  or
originating  from the Hard Rock  Property that is or (during the three (3) years
prior to the date hereof) was a public gaming  company  without first  providing
Boyd with a right of first  refusal and right of last offer on terms  reasonably
satisfactory  to Boyd, and in no event less favorable than those offered to such
third party.  Boyd shall have  sufficient  time,  as  determined  by Boyd in its
reasonable discretion,  to evaluate such proposals,  and if accepted by Boyd, to
negotiate and enter into written  agreements with Morgans or a Morgans Affiliate
memorializing such terms.
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           2.  Morgans  agrees that in the event of any breach of the  covenants
set forth above  following  written  notice from Boyd and beyond any  applicable
cure periods set forth in the Operating  Agreement,  such breach,  in each case,
shall  constitute  a  Morgans  Default,  and  shall  entitle  Boyd to all of its
remedies under the Operating Agreement (as amended).

           3.  Morgans  agrees  that  this  letter  shall  constitute  a written
amendment to the Operating Agreement for purposes of satisfying Section 14.02 of
the Operating Agreement (as amended),  and this letter is fully binding upon the
parties and is deemed to be incorporated in the Operating Agreement (as amended)
and made a part thereof. This letter may be executed in counterparts.

                                    Very truly yours,


                                    /s/ W. Edward Scheetz

                                    W. Edward Scheetz
                                    Morgans LV Investment LLC



ACKNOWLEDGED AND AGREED TO BY:




/s/ Paul J. Chakmak
----------------------------------------
Paul J. Chakmak
Senior Vice President & Treasurer

ON BEHALF OF ECHELON RESORTS CORPORATION