**Exhibit10.42**

Dear Deborah,

The Purpose ofthis letter is to formally memorialize our offer of employment to you with 155East Tropicana, LLC (hereafter “Employer”) for the position of Senior VicePresident of Finance of Hooters Casino Hotel in Las Vegas, Nevada. You askedthat we memorialize the terms of the offer of employment in writing and as aresult, the terms are contained herein.

1.                           **Position:** Senior Vice President of Finance

2.                           **Base Salary:**$150,000.00 gross salary annually. Your salarylevels will be reviewed and adjusted on an annual basis consistent withperformance, and the Boards direction for the Executive Team.  Obviously, if employment is terminated forcause, you will be paid through the last day worked prior termination.Conversely, if the employment is terminated at any time without cause, you willreceive Separation Pay as outlined herein; however, if you quit at any time,compensation will only be paid through the last day of employment.

3.                           **Employment Date:** Employment will commence on or aboutTuesday, February 1, 2005.

4.                           **Employment:** Under Nevada law, you will be considered anemployee “at will”. Hopefully this will be a long and mutually beneficialrelationship between you and 155 East Tropicana, LLC.

5.                           **Termination Without Cause:** If at any time during the courseof your employment the Employer chooses to terminate your employment, withoutcause, then you will continue to receive for six (6) months after saidtermination, without cause, your monthly gross salary and benefits asSeparation Pay.

6.                           **Bonus:** A bonus of $50,000 will be paid upon the successfulcompletion of the funding of the Bond Offering through Jeffries. However if youquit prior to your one year anniversary this bonus must be repaid to theCompany. It also is anticipated that the Employer will create a bonus programto commence at the opening of the Hooters Casino Hotel. At that time, you willbe eligible to participate in the bonus program to be paid each fiscal year inaddition to your annual gross salary. It is anticipated, depending onperformance standards set by the Board of Directors, that your bonus would beanywhere between zero and approximately $50,000 on an annual basis.

7.                           **Employee Benefits:** You will receive all standard that arecurrently offered to San Remo executives subject to standard eligibilityrequirements, waiting periods, etc. Currently this will include medical,dental, and vision insurance coverage at no premium cost to you, similarcoverage for your spouse at subsidized rates, life insurance of $280,000, andflexible vacation time within our policy guidelines. You are also eligible toparticipate in the 401K and Section 125 Plans if you choose.

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Once 155 takes overoperations of the Casino Hotel, you will be offered a similar benefit packageconsistent with other executives. Until you are eligible to participate in thebenefits offered as described above, you shall receive additional funds toreimburse any COBRA expenses you may have, but not exceed $500.00 per month.

8.                           **Eastern and Western Hotel Corporation**. As you know, the 155E. Tropicana LLC is currently not operating the property. The Tenant, Easternand Western Hotel Corporation, has the responsibility of your employment up tothe time when Hooters Casino Hotel is licensed by the Nevada Gaming Commission.Until 155 E. Tropicana LLC takes over the property, and you will be an employeeof Eastern and Western Hotel Corporation and you will be compensated by Tenant.155 E. Tropicana LLC agrees to assume the terms of this agreement once it islicensed to do be in operation by the Nevada Gaming Commission.

9.                           **Immediate Superior**: Your immediate superior will be Michael Hessling, of Eastern and WesternHotel Corporation, until further notice. Once 155 E. Tropicana LLC is licensedit is anticipated that you will also have an additional reporting relationshipto Bruce Clark, CFO for 155.

I trust that youwill find the foregoing acceptable and we look forward to working with you inthe future. I would ask that your acknowledge receipt of the terms containedherein in the space provided below.
| 155 EAST TROPICANA, LLC |   | EASTERN & WESTERN HOTEL CORP.          |
|-------------------------|--------|--------------------------------------------|
|                    |   | A Nevada corporation,                      |
|                    |   |                                       |
|                    |   |                                       |
| /s/ Neil G.  Kiefer     |   | /s/ Michael J. Hessling                    |
| Neil G. Kiefer,  CEO    |   | Michael Hessling, Executive Vice President |

I, Deborah Pierce, have reviewed, understand and agreeto the terms and conditions set forth in this letter relative to my employmentwith Eastern and Western Hotel Corp., and 155 East Tropicana, LLC.
| Dated: |   | February 1, 2005      |
|--------|--------|-----------------------|
|   |   |                  |
|   |   | /s/ Deborah J. Pierce |
|   |   | Deborah Pierce        |

 

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