**Exhibit 10.1**

**AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT**

This Amendment No. 1 to Employment Agreement datedas of September 7, 2001, (this “Amendment”) is entered into with reference tothe Employment Agreement dated as of November 8, 2000, between Hard Rock Hotel,Inc., a Nevada corporation (the “Company”), and James D. Bowen, an individual(“Executive”).  The Company andExecutive 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 the right to terminate this Agreementpursuant to Sections 7.1, 7.2 and 7.3 of this Agreement, the Company shall havethe right to terminate this Agreement and Executive’s employment hereunder forany other reason or for no reason.  Inthe event that the Company terminates this Agreement and Executive’s employmenthereunder pursuant to this Section 7.5, the Company shall give ten (10) daysprior written notice to Executive and pay a lump sum termination fee toExecutive in an amount equal to the greater of (i) One-Hundred and Forty-FiveThousand Dollars ($145,000.00) or (ii) twelve (12) months of the Executive’sbase salary rate immediately prior to such termination which would otherwise bedue Executive pursuant to this Agreement but for such termination and shallalso be provided medical, hospitalization, dental, vision, pharmacy and termgroup life insurances, at no cost to Executive for a term of twelve (12) monthsafter any termination.  In addition,Executive shall be entitled to benefits noted in this Section 7.5 in the eventof a Change in Control of the Company if within thirty (30) days after the Changein Control the Executive tenders his resignation in conformity with Article 7.3of the Agreement.  A Change in Controlof the Company shall mean a change in control of a nature that would berequired to be reported in response to Item 403(c) of Regulation S-K; providedthat, without limitation, such a change in control shall not be deemed to haveoccurred if Peter Morton is the beneficial owner as defined in Rule 13d-3 underthe Exchange Act, directly or indirectly, of securities of the Company representing51% or more of the combined voting power of the Company’s then outstandingsecurities.

3.     *Confirmation.*  In all other respects, the terms of the Employment Agreement arehereby confirmed.

IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed as of the datehereinabove 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 |