Indemnification Agreement

INDEMNIFICATION AGREEMENT


THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into on the 19th day of March, 1998, by and between Hard Rock Hotel, Inc, a Nevada corporation (the "Corporation") and ______________ (the "Indemnitee").

PRELIMINARY STATEMENTS


A. It is in the Corporation's best interest to attract and retain capable directors.


B. It is the policy of the Corporation to indemnify the members of its Board of Directors (the "Board") so as to provide them with the maximum possible protection available in accordance with applicable law.


C. Article VII of the Corporation's Second Amended and Restated Bylaws expressly recognizes that the right of indemnification provided therein shall not be exclusive of any other rights to which any indemnified person may otherwise be entitled.


D. The Corporation's Second Amended and Restated Bylaws, its Second Amended and Restated Articles of Incorporation and applicable law permit contracts between the Corporation and the members of its Board of Directors covering indemnification.

AGREEMENT


Intending to be legally bound, the Corporation and the Indemnitee hereby covenant and agree as follows:


1. INDEMNIFICATION. In consideration for the Indemnitee's continuing service on behalf of the Corporation and as the Indemnitee's contract right, the Corporation agrees to indemnify the Indemnitee to the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes, as amended ("Nevada "Law") and the Articles of Incorporation and Bylaws of the Corporation, as they are in effect on the date hereof or as they may from time to time be amended (but, in the case of amendment, only to the extent any amendment permits the Corporation to provide broader indemnification rights than the Corporation was permitted to provide before the amendment). Notwithstanding the generality of the foregoing, the Corporation agrees to pay to the Indemnitee any Expenses (as defined below) which the indemnitee actually or reasonably incurs as a party to or witness in any Proceeding (as defined below) by reason of the fact that the Indemnitee is or was a director or officer of the Corporation or serves or served at the request of the Corporation as a director of another corporation, partnership, joint venture, trust or other enterprise, or by reason of anything done or not done by the indemnitee in that capacity.


"Expenses" shall be broadly construed and shall include, without limitation, (a) all direct and indirect costs incurred, paid or accrued, of investigation, defense and appeal of any Proceeding, (b) all attorneys' fees, retainers, court costs, deposition costs, transcripts, fees of experts, witness fees, accounting fees, travel expenses, duplicating and printing costs, telephone


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and delivery charges, costs of attachment or similar bonds, (c) all other disbursements and out-of-pocket expenses and (d) amounts paid in settlement or for fines or judgments, to the extent permitted by Nevada Law, actually and reasonably incurred in connection with either the appearance at or investigation, defense, settlement or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement or applicable law or otherwise.


"Proceeding" means any pending, threatened or completed action, hearing, suit or any other proceeding, whether civil, criminal, arbitrative, administrative or investigative, or any alternative dispute resolution mechanism, including, without limitation, any such Proceeding brought by or in the right of the Corporation (subject to Section 7(c) of this Agreement) or any Proceeding brought to enforce the Indemnitee's rights under this Agreement.


2. ADVANCEMENT OF EXPENSES. The Corporation shall advance to the Indemnitee all Expenses incurred by or on behalf of the Indemnitee within twenty (20) days after the receipt by the Corporation of a written request for such advance that reasonably describes the Expenses (unless there has been a final determination by a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified for such Expenses). The Indemnitee hereby agrees to repay the amounts advanced, paid or incurred by the Corporation on behalf of the Indemnitee in respect of a claim against the Corporation under this Agreement in the event and only to the extent that it shall be ultimately determined that the Indemnitee is not entitled to be indemnified by the Corporation for such expenses under provisions of Nevada Law, the Corporation's Second Amended and Restated Articles of Incorporation, the Corporation's Second Amended and Restated Bylaws, this Agreement or otherwise.


3. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but an omission to so notify the Corporation will not relieve the Corporation from any liability which it may have to the Indemnitee otherwise than under this Agreement, including, without limitation, its liability under the Corporation's Second Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws. Further, failure by the Indemnitee to provide the Corporation with prompt notification of a Proceeding shall not relieve the Corporation from any liability pertaining to that Proceeding under this Agreement unless the Corporation has been adversely affected by the delay.


4. PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.


(a) The Corporation shall determine whether the Indemnitee is entitled to indemnification within ninety (90) days after receipt of notice of a request for indemnification in a forum selected by the Corporation from the following alternatives:


(i) the shareholders of the Corporation;


(ii) a quorum of the Board consisting of directors who are not
parties to the Proceeding;


2 (iii) the written opinion of independent counsel which has not
represented the Corporation or the Indemnitee in ...