Exhibit 10.1

**EMPLOYMENT  AGREEMENT**

            This  Employment Agreement (this "Agreement") is entered into as of May  24, 2002, between Hard Rock Hotel, Inc., a Nevada corporation (the "Company"),  and Don Marrandino, an individual ("Executive").

**Preliminary  Statements**

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                        A.            The    Company currently operates that certain hotel/casino resort known as the "Hard    Rock Hotel" located at 4455 Paradise Road, Las Vegas, Nevada.                            B.            The    Company desires to employ Executive, and Executive desires to be so employed,    on the terms and conditions herein contained.

**Agreement**

            NOW,  THEREFORE, in consideration of the various covenants and agreements hereinafter  set forth, the parties hereto agree as follows:

            1.              Term of Employment.  The Company hereby employs Executive and Executive accepts such employment commencing  on the date of this Agreement (the "Commencement Date") and terminating  on the first anniversary of the Commencement Date, unless sooner terminated  as hereinafter provided; provided, however, that this Agreement may be extended  for successive one (1) year terms upon the mutual agreement of the parties hereto.

              2.             Services  to be Rendered.

                        2.1.              Duties of Executive.  Executive shall be employed to serve in the capacity of President and General  Manager of the Company. Executive shall be responsible for the overall supervision,  direction, and control of the operations of the Hard Rock Hotel facility and  shall direct the operating departments with a view to the successful implementation  of the business policies and plans for the Hard Rock. Executive shall provide  support in the conceptual, strategic, and policy formulation functions of the  Company and shall direct and coordinate the activities of the Hard Rock to attempt  to obtain optimum efficiency and economy of operations in order to maximize  profits. Executive shall devote his full business time, attention and ability  to the affairs of the Company during the term of this Agreement; provided, however,  that Employee shall not be precluded from involvement in charitable or civic  activities or his personal financial investments provided that the same do not  interfere with his time and attention to the affairs of the Company. Executive  will report directly to the Chairman of the Board of Directors ("Chairman")  or such other person designated by the Chairman or Board of Directors of the  Company (the "Board").

              3.             Compensation  and Benefits. The Company shall pay the following compensation and benefits  to Executive during the term hereof; and Executive shall accept the same as  payment in full for all services rendered by Executive to or for the benefit  of the Company:

                        3.1.              Base Salary. Commencing  on the Commencement Date, a base salary (the "Base Salary") of $375,000  per annum. The Base Salary shall accrue in equal bi-weekly installments in arrears  and shall be payable in accordance with the payroll practices of the Company  in effect from time to time.

                        3.2. Annual  Bonus. Executive shall be eligible to receive an annual bonus (the "Annual  Bonus") to be determined by the Chairman based upon the achievement of  the financial performance and other objectives of the Company and Executive’s  contribution to such performance. 

                        3.3. Stock.  Executive shall be entitled to participate in any stock option or phantom equity  plans that the Company provides to its comparable senior executive officers  to the extent such plans are established by the Company.

                        3.4. Expenses.  The Company shall reimburse Executive for reasonable out-of-pocket expenses  incurred in connection with the performance of his duties hereunder, subject  to (i) such policies as the Board may from time to time establish and (ii) Executive  furnishing the Company with evidence in the form of receipts satisfactory to  the Company substantiating the claimed expenditures.

                        3.5. Vacation.  Executive shall be entitled to the number of paid vacation days in each calendar  year determined by the Company from time to time for its comparable senior executive  officers. Executive shall also be entitled to all paid holidays given to the  Company’s comparable senior executive officers.

                        3.6. Benefits.  Executive shall be entitled to participate in the Company’s group insurance,  hospitalization, and group health and benefit plans and all other benefits and  plans as the Company provides to its comparable senior executive officers to  the extent such plans are established by the Company and to the extent that  Executive is eligible to participate in such plans. 

                        3.7. Withholding  and other Deductions. All compensation payable to Executive hereunder shall  be subject to such deductions as the Company is from time to time required to  make pursuant to law, governmental regulation or order.

            4. Facilities.  Executive shall be furnished with an office, supplies and personnel which are  necessary or appropriate for the adequate performance by Executive of his duties  as set forth in this Agreement.

            5. Representations  and Warranties of Executive. Executive represents and warrants to the Company  that (i) Executive is under no contractual or other restriction or obligation  which is inconsistent with the execution of this Agreement, the performance  of his duties hereunder, or the other rights of the Company hereunder and (ii)  Executive is under no physical or mental disability that would hinder the performance  of his duties under this Agreement.

            6. Non-disclosure;  Non-solicitation. During the term of this Agreement and thereafter, Executive  shall hold in a fiduciary capacity for the benefit of the Company all secret  or confidential information, knowledge or data relating to the Company or its  affiliates, and their respective businesses, which shall not be public knowledge  (other than information which becomes public as a result of acts of Executive  or his representatives in violation of this Agreement), including, without limitation,  customer/ client lists, matters subject to litigation, and technology or financial  information of the Company or its subsidiaries, without the prior written consent  of the Company. In addition, during the term of this Agreement and for a two  (2) year period thereafter, Executive shall not, directly or indirectly, solicit  or contact any employee of the Company or any affiliate of the Company, with  a view to inducing or encouraging such employee to leave the employ of the Company  or its affiliates, for the purpose of being employed by Executive, an employer  affiliated with Executive or any competitor of the Company or any affiliate  thereof. Executive acknowledges that the provisions of this Article 6 are reasonable  and necessary for the protection of the Company and that the Company will be  irrevocably damaged if such provisions are not specifically enforced. Accordingly,  Executive agrees that, in addition to any other relief to which the Company  may be entitled in the form of actual or punitive damages, the Company shall  be entitled to seek and obtain injunctive relief from a court of competent jurisdiction  (without posting a bond therefor) for the purpose of restraining Executive from  any actual or threatened breach of such provisions.

            7. Termination.

                        7.1. Death  or Total Disability of Executive. If Executive dies or becomes totally disabled  during the term of this Agreement, Executive’s employment hereunder shall  automatically terminate. For these purposes Executive shall be deemed totally  disabled if Executive shall become physically or mentally incapacitated or disabled  or otherwise unable fully to discharge Executive’s essential duties hereunder  for a period of ninety (90) consecutive calendar days or for one hundred twenty  (120) calendar days in any one hundred eighty (180) calendar-day period.

                        7.2.  Termination for Good Cause. Executive’s employment hereunder may be terminated  by the Company for "good cause." The term "good cause is defined  as any one or more of the following occurrences:

                        (a)  Executive’s breach of any of the covenants contained in Article 6 of this  Agreement;

                        (b)  Executive’s conviction by, or entry of a plea of guilty or nolo contendere  in, a court of competent and final jurisdiction for any crime involving moral  turpitude or punishable by imprisonment in the jurisdiction involved;                          (c)  Executive’s commission of an act of criminal fraud that affects the Company,  whether prior to or subsequent to the date hereof upon the Company;                          (d)  Executive’s continuing repeated willful failure or refusal to perform Executive’s  duties as required by this Agreement (including, without limitation, Executive’s  inability to perform Executive’s duties hereunder as a result of drug or  alcohol related misconduct and/or as a result of any failure to comply with  any laws, rules or regulations of any governmental entity with respect to Executive’s  employment by the Company);                          (e)  Executive’s gross negligence, insubordination or material violation of  any duty or loyalty to the Company, misappropriation of Company assets, or any  other material misconduct on the part of Executive;

                        (f)  Executive’s commission of any act which is materially detrimental to the  Company’s business or goodwill;

                        (g)  the failure of Executive to obtain any requisite license, permit or approval  based on suitability from any state, county, or other governmental authority  having jurisdiction over the gaming operations of the Company (the "Gaming  Authorities") which would preclude Executive from carrying out his duties  as set forth in this Agreement;

                        (h) if, after  the initial receipt by Executive of any requisite license, permit or approval  from the Gaming Authorities, the execution of Executive’s duties as set  forth in this Agreement will, as evidenced by communications from any senior  official of any of the Gaming Authorities, materially preclude or unduly delay  the issuance of, or result in the imposition of unduly burdensome terms and  conditions on, or revocation of, any liquor, gaming or other license, permit  or approval, necessary or appropriate to the proposed, contemplated or actual  operations of the Company; provided, however, that this Section 7.2(h) shall  not be applicable if Executive shall, within a reasonable period of time after  receipt of written notice from the Board specifying the nature of the issues  involved hereunder, remedy the situation to the satisfaction of the applicable  Gaming Authorities; or                          (i) Executive’s breach of any other provision of this Agreement, provided  that termination of Executive’s employment pursuant to this subsection  (i) shall not constitute valid termination for good cause unless Executive shall  have first received written notice from the Board stating with specificity the  nature of such breach and affording Executive at least fifteen (15) days to  correct the breach alleged.                          7.3. Resignation of Executive. The Company shall have the right to terminate  this Agreement and Executive’s employment hereunder due to the voluntary  resignation of Executive, provided that Executive shall deliver no less than  sixty (60) days prior written notice of such resignation to the Board, which  notice may be waived by the Company in its sole discretion.

                        7.4. Severance  Compensation. Notwithstanding anything contained in this Agreement, upon a termination  of this Agreement and Executive’s employment hereunder due to the occurrence  of any of the events referred to in Section 7.1, 7.2 or 7.3 of this Agreement,  Executive (or Executive’s heirs or representatives) shall be entitled to  receive only such portion (if any) of the Base Salary as may theretofore have  accrued but be unpaid on the date on which the termination shall take effect.                          7.5. Termination for No Cause. In addition to the right to terminate this Agreement  pursuant to Sections 7.1, 7.2 and 7.3 of this Agreement, the Company shall have  the right to terminate this Agreement and Executive’s employment hereunder  for any other reason or for no reason prior to the expiration of the term of  this Agreement. In the event that the Company terminates this Agreement and  Executive’s employment hereunder pursuant to this Section 7.5, the Company  shall give ten (10) days prior written notice to Executive and pay a termination  fee to Executive in an amount equal to the lesser of (i) one years Base Salary  or (ii) the remainder of the Base Salary which would otherwise be due Executive  pursuant to this Agreement but for such termination, to be paid in the manner  and at the rate Executive had received immediately prior to such termination  pursuant to Section 3.1 of this Agreement and the Company shall have no further  obligation to Executive under this Agreement.

                        7.6.  Termination Obligations of Executive. In the event that this Agreement and Executive’s  employment hereunder is terminated, Executive, or his legal representative in  case of termination by death or Executive’s physical or mental incapacity  to serve, shall:

                        (a)  by the close of the effective date of termination, resign from all corporate  positions held in the Company and any of its subsidiary and affiliated companies;                          (b)  promptly return to a representative designated by the Company all property,  including but not limited to, keys, identification cards and credit cards of  the Company or any of its subsidiaries or affiliated companies; and

                        (c) incur  no further expenses or obligations on behalf of the Company, or any of its subsidiaries  and affiliated companies.

            8. Change  of Control. In the event of a "Change of Control" (as defined below)  the Executive shall be entitled to one years Base Salary if within thirty (30)  days after the Change in Control the Executive tenders his resignation in conformity  with Article 7.3 of the Agreement. A Change in Control of the Company shall  mean a change in control of a nature that would be required to be reported in  response to Item 403(c) of Regulation S-K; provided that, without limitation,  such a change in control shall not be deemed to have occurred if Peter Morton  is the beneficial owner as defined in Rule 13d-3 under the Exchange Act, directly  or indirectly, of securities of the Company representing 51% or more of the  combined voting power of the Company’s then outstanding securities.

            9. Arbitration.  Any claim or controversy arising out of or relating to this Agreement shall  be settled by arbitration in Las Vegas. Nevada, in accordance with the Commercial  Arbitration Rules of the American Arbitration Association, and judgment on the  award rendered by the arbitrators may be entered in any court having jurisdiction.  There shall be three arbitrators, one to be chosen directly by each party at  will, and the third arbitrator to be selected by the two arbitrators so chosen.  Each party shall pay the fees of the arbitrator it selects and of its own attorneys,  the expenses of its witnesses and all other expenses connected with presenting  its case. Other costs of the arbitration, including the cost of any record or  transcripts of the arbitration, administrative fees, the fee of the third arbitrator,  and all other fees and costs, shall be borne equally by the parties hereto unless  it is determined that one or both parties were not acting in good faith in which  case the party determined to not have been acting in good faith shall bear all  fees and expenses described above which would otherwise have been paid by the  opposing party.

            10. General  Relationship. Executive shall be considered an employee of the Company within  the meaning of all federal, state and local laws and regulations including,  but not limited to, laws and regulations governing unemploy-ment insurance,  workers’ compensation, industrial accident, labor and taxes.

            11. General  Provisions.

                        11.1. Binding  Effect. This Agreement shall be binding upon and inure to the benefit of the  Company and its successors and assigns and Executive, his assignees, and his  estate. Neither Executive, his designees, nor his estate shall commute, pledge,  encumber, sell or otherwise dispose of the rights to receive the payments provided  in this Agreement, which payments and the rights thereto are expressly declared  to be nontransferable and nonassignable (except by death or otherwise by operation  of law).

                        11.2. Governing  Law. This Agreement shall be governed by the laws of the State of Nevada from  time to time in effect.

                        11.3. Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall  be deemed an original, but all of which taken together shall constitute one  and the same Agreement.

                        11.4. No Waiver.  Except as otherwise expressly set forth herein, no failure on the part of either  party hereto to exercise and no delay in exercising any right, power or remedy  hereunder shall operate as a waiver hereof nor shall any single or partial exercise  of any right, power or remedy hereunder preclude any other or further exercise  thereof or the exercise of any other right, power or remedy.

                        11.5. Headings.  The headings of the Articles and Sections of this Agreement have been inserted  for convenience of reference only and shall in no way restrict any of theterms  or provisions hereof.

                        11.6. Notices.  Any notice under this Agreement shall be given in writing and delivered in person  or mailed by certified or registered mail, addressed to the respective party  at the address as set out below, or at such other address as either party may  elect to provide in advance in writing, to the other party:

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EXECUTIVE:Don Marrandino      9013 Night Owl Court      Las Vegas, NV 89134

COMPANY:      Hard Rock Hotel, Inc.      510 North Robertson Boulevard      Los Angeles, California 90048      Attn: Peter Morton

WITH A COPY TO:      Gordon & Silver, Ltd.      3960 Howard Hughes Pkwy      Ninth Floor      Las Vegas, NV 89109      Attn: Jeff Silver, Esq.

                        11.7. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction  to be invalid, illegal, or unenforceable by reason of any rule of law or public  policy, all other provisions of this Agreement shall nevertheless remain in  effect. No provision of this Agreement shall be deemed dependent on any other  provision unless so expressed herein.

                        11.8. Compliance  with Laws; Gaming Authorities Approval. Nothing contained in this Agreement  shall be construed to require the commencement of any act contrary to law, and  when there is any conflict between any provision of this Agreement and any statute,  law, ordinance, or regulation, contrary to which the parties have no legal right  to contract, then the latter shall prevail; but in such an event, the provisions  of this Agreement so affected shall be curtailed and limited only to the extent  necessary to bring it within the legal requirements. Notwithstanding anything  contained in this Agreement to the contrary, this Agreement and the terms and  conditions contained herein shall be contingent upon receipt of all requisite  approvals of the applicable Gaming Authorities.

                        11.9. No Waiver.  The several rights and remedies provided for in this Agreement shall be construed  as being cumulative, and no one of them shall be deemed to be exclusive of the  others or of any right or remedy allowed by law. No waiver by the Company or  Executive any failure of Executive or the Company, respectively, to keep or  perform any provision of this Agreement shall be deemed to be a waiver of any  preceding or succeeding breach of the same or other provision.

                        11.10. Merger.  This Agreement supersedes any and all other agreements, either oral or in writing,  between the parties hereto with respect to the employment of Executive by the  Company.

                        11.11. No  Representations. Each party to this Agreement acknowledges that no representations,  inducements, promises or other agreements, oral or otherwise, have been made  by any party, anyone acting on behalf of any party, which are not embodied herein  and that no other agreement, statement or promise not contained in this Agreement  shall be valid or binding. Any addendum to or modification of this Agreement  shall be effective only if it is in writing and signed by the parties to be  charged.

                        11.12. Drafting  Ambiguities. Each party to this Agreement has been afforded an opportunity to  have this Agreement reviewed by his or its respective counsel. The normal rule  of construction to the effect that any ambiguities are to be resolved against  the drafting party shall not be employed in the interpretation of this Agreement  or of any amendments or exhibits to this Agreement.

                        11.13.  Survival. The terms and conditions of Article 6 and Section 10.6 of this Agreement  shall survive the termination of this Agreement.

            IN WITNESS  WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date hereinabove set forth.

|       COMPANY:                                                                                   | EXECUTIVE:         |
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|       Hard Rock      Hotel, Inc., a Nevada corporation                                           |                    |
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|       By:      /s/      Peter A. Morton                                  | /s/ Don Marrandino |
|                   Peter      A. Morton, Chairman | Don Marrandino     |
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