**Exhibit10.3**

**AMENDMENTNO. 2 TO EMPLOYMENT AGREEMENT**

This Amendment No.2 to Employment Agreement dated as of December 16, 2004, (this “Amendment”) isentered into with reference to the Employment Agreement dated as of November 8,2000, between Hard Rock Hotel, Inc., a Nevada corporation (the “Company”), andJames D. Bowen, an individual (“Executive”) (as amended by an Amendment No. 1dated September 7, 2001, the “Agreement”). The Company and Executive hereby agree as follows:

1.               *Definitions.*  Capitalized terms used herein are used withthe meanings set forth for those terms in the Employment Agreement.

2.               *Termination for No Cause.*  Section 7.5 of the Employment Agreement ishereby amended to read in full as follows:

In addition to theright to terminate this Agreement pursuant to Sections 7.1, 7.2 and 7.3 ofthis Agreement, the Company shall have the right to terminate this Agreementand Executive’s employment hereunder for any other reason or for noreason.  In the event that the Companyterminates this Agreement and Executive’s employment hereunder pursuant to thisSection 7.5, the Company shall give ten (10) days prior written notice toExecutive and pay a lump sum termination fee to Executive in an amount equal tothe greater of (i) Three-Hundred and Twenty-Five Thousand Dollars($325,000.00) or (ii) twelve (12) months of the Executive’s base salaryrate immediately prior to such termination plus an amount equal to the averageof the immediately preceding three (3) year’s annual bonuses paid to Executive.  In addition, Executive shall be providedmedical, hospitalization, dental, vision, pharmacy and term group lifeinsurances, at no cost to Executive for a term of twelve (12) months after anytermination.  In addition, Executiveshall be entitled to be paid any amounts deferred or owed under any deferredcompensation plan and be entitled to be paid at a minimum a pro-rata share ofany amounts that would have otherwise been due to executive under any deferredbonus plan.

Additionally, inthe event of a Change in Control of the Company and if within thirty (30) daysafter the Change in Control the Executive tenders his resignation in conformitywith Article 7.3 of the Agreement, Executive shall be entitled to be paid alump sum termination fee to Executive in an amount equal to the greater of (i)Six-Hundred and Fifty Thousand Dollars ($650,000.00) or (ii) twenty-four (24)months of the Executive’s base salary rate immediately prior to suchtermination plus an amount equal to two (2) times the average of the immediatelypreceding three (3) year’s annual bonuses paid to Executive.  Executive shall also be provided medical,hospitalization, dental, vision, pharmacy and term group life insurances, at nocost to Executive for a term of twenty-four (24) months after anytermination.  In addition, Executiveshall be entitled to be paid any amounts deferred or owed under any deferredcompensation plan and be paid at a minimum a pro-rata share of any amounts thatwould have otherwise been due to executive under any deferred bonus plan.  A Change in Control of the Company shall meana change in control of a nature that would be required to be reported inresponse to Item 403(c) of Regulation S-K; provided that, without limitation, sucha change in control shall not be deemed to have occurred if Peter Morton is thebeneficial owner as defined in Rule 13d-3 under the Exchange Act, directly orindirectly, of securities of the Company representing 51% or more of thecombined voting power of the Company’s then outstanding securities.

3.               *Confirmation.*  In all other respects, the terms of theEmployment Agreement are hereby confirmed.

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IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be duly executed as of the date hereinabove set forth.
| COMPANY:                                     |   | EXECUTIVE:                  |
|----------------------------------------------|--------|-----------------------------|
|                                         |   |                        |   |   |
| Hard Rock Hotel,  Inc., a Nevada corporation |   |                        |
|                                         |   |                        |   |   |
|                                         |   |                        |   |   |
|                                         |   |                        |   |   |
| By:                                          |   | /s/ Peter A.  Morton        |   | /s/ James D. Bowen |
|                                         |   | Peter A. Morton,  President |   | James D. Bowen |

 

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