Exhibit
10.3


AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT


This Amendment No.
2 to Employment Agreement dated as of December 16, 2004, (this “Amendment”) is
entered into with reference to the 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”) (as amended by an Amendment No. 1
dated September 7, 2001, the “Agreement”). 
The Company and Executive hereby agree as follows:


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


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


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.  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 lump sum termination fee to Executive in an amount equal to
the greater of (i) Three-Hundred and Twenty-Five Thousand Dollars
($325,000.00) or (ii) twelve (12) months of the Executive’s base salary
rate immediately prior to such termination plus an amount equal to the average
of the immediately preceding three (3) year’s annual bonuses paid to Executive.  In addition, Executive shall be provided
medical, hospitalization, dental, vision, pharmacy and term group life
insurances, at no cost to Executive for a term of twelve (12) months after any
termination.  In addition, Executive
shall be entitled to be paid any amounts deferred or owed under any deferred
compensation plan and be entitled to be paid at a minimum a pro-rata share of
any amounts that would have otherwise been due to executive under any deferred
bonus plan.


Additionally, in
the event of a Change in Control of the Company and if within thirty (30) days
after the Change in Control the Executive tenders his resignation in conformity
with Article 7.3 of the Agreement, Executive shall be entitled to be paid a
lump 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 such
termination plus an amount equal to two (2) times the average of the immediately
preceding 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 no
cost to Executive for a term of twenty-four (24) months after any
termination.  In addition, Executive
shall be entitled to be paid any amounts deferred or owed under any deferred
compensation plan and be paid at a minimum a pro-rata share of any amounts that
would have otherwise been due to executive under any deferred bonus plan.  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.


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



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IN WITNESS WHEREOF, the parties hereto have caused
this 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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