**Exhibit10.37**

**CHANGE OFCONTROL AGREEMENT**

155 E Tropicana LLC,Dba Hooters Casino Hotel (THE COMPANY) and Deborah Pierce (DP) hereby amend theprevious agreement dated January 31st, 2005 regarding the employmentrelationship between THE COMPANY and DP.

DP is currently employedby THE COMPANY as Chief Financial Officer of the Hooters Casino Hotel at thecurrent annual salary of $162,750, which may be adjusted by THE COMPANY in itssole discretion. As such, DP is an at-will employee of THE COMPANY and may be terminatedat any time for any reason by THE COMPANY, subject only to the terms in the January31st, 2005 agreement. However in the event of a change of control of THECOMPANY, as defined below, the following provisions apply:

Change of Control

For purposes ofthis agreement, a change of control occurs upon the successful sale of themajority of the current membership interests in 155 to Nth Advisory Group, andthe current Management Board no longer has majority control of 155, ascontemplated by the Revised Letter of Intent executed on March 14th 2007 by 155, HG Casino Management Inc., EWCommon LLC and Nth Advisory Group LLC, and any subsequent Purchase and SaleAgreement that may be executed between those parties. This agreement is voidunless a change of control occurs by April 30th, 2008.

As of the date ofa change of control, this agreement supersedes the previous agreement dated January31st, 2005, which will be rendered null and void. If DP is employed by THECOMPANY at the time of a change in control, DP will be entitled to a change ofcontrol bonus equal to 1⁄2 of her then current annual salary. In addition, in theevent DP is terminated without cause by THE COMPANY or its successors andassigns within 6 months after such change of control, she will be entitled toan additional amount equal to 6 months salary less any amounts (exclusive ofthe change of control bonus) paid to her by THE COMPANY from the change incontrol up to the time of termination, on the condition that DP continue toassist THE COMPANY in finalizing THE COMPANYS books and records for areasonable period. In no event will the total amount paid to DP exceed 12months salary at the rate in effect as of the date of change of control.

If DP resigns atany time, is terminated for any reason prior to a change of control, or isterminated for cause after a change of control, she is not entitled to anycompensation under this agreement.

For CauseTermination

THE COMPANY mayterminate this agreement and all of its obligations hereunder upon occurrenceof any of the following events:  (a) DP’smaterial breach of this Agreement; (b) DP’s failure or inability to perform herduties within the expectations of THE COMPANY; (c) DP’s conviction of a felonyor any other crime involving moral turpitude or dishonesty which, in the goodfaith opinion of THE COMPANY, would impair DP’s ability to perform her dutiesor the business reputation of THE COMPANY; 

1

----

**CHANGE OFCONTROL AGREEMENT**

(d) DP’s failure orrefusal to comply with the policies of THE COMPANY, standards or regulations;(e) DP’s unauthorized disclosure of trade secrets and/or other confidentialbusiness information of THE COMPANY; (f) DP’s breach of her duty of loyalty;(g) DP’s act of fraud, misrepresentation, theft or embezzlement or the misappropriationof assets of THE COMPANY; or (h) DP’s failure to secure and/or maintain herrequired licenses by government agencies with jurisdiction over the business ofTHE COMPANY.
| Deborah Pierce | 155 East Tropicana LLC |
|----------------|------------------------|
|           |                   |
| By:            | /s/ Deborah J.  Pierce |   | By: | /s/ Gary A. Gregg |   |
|           |                   |
| Dated:         | March 22, 2007         |   | It’s: | Chief Operating Officer |   |
|           |                   |
|           | Dated:                 | March 23, 2007 |   |
|                |                        |  |  |  |  |  |  |  |  |  |

 

2

----