**Exhibit10.39**

**CHANGE OF CONTROL AGREEMENT**

155 E Tropicana LLC,Dba Hooters Casino Hotel (THE COMPANY) and Rick Newman (RN) hereby enter intothe following agreement regarding the employment relationship between THECOMPANY and RN.

RN is currently employedby THE COMPANY as Vice President Casino Operations of the Hooters Casino Hotelat the current annual salary of $130,000, which may be adjusted by THE COMPANYin its sole discretion. As such, RN is an at-will employee of THE COMPANY andmay be terminated at any time for any reason by THE COMPANY. However in the eventof a change of control of THE COMPANY, as defined below, the followingprovisions 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.

If RN is employedby THE COMPANY at the time of a change in control, RN will be entitled to achange of control bonus equal to 1⁄2 of his then current annual salary. In addition,in the event RN is terminated without cause by THE COMPANY or its successorsand assigns within 6 months after such change of control, he will be entitledto an additional amount equal to 6 months salary less any amounts (exclusive ofthe change of control bonus) paid to him by THE COMPANY from the change incontrol up to the time of termination. In no event will the total amount paidto RN exceed 12 months salary at the rate in effect as of the date of change ofcontrol.

If RN resigns atany time, is terminated for any reason prior to a change of control, or isterminated for cause after a change of control, he 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) RN’smaterial breach of this Agreement; (b) RN’s failure or inability to perform hisduties within the expectations of THE COMPANY; (c) RN’s conviction of a felonyor any other crime involving moral turpitude or dishonesty which, in the goodfaith opinion of THE COMPANY, would impair RN’s ability to perform his dutiesor the business reputation of THE COMPANY; (d) RN’s failure or refusal tocomply with the policies of THE COMPANY, standards or regulations; (e) RN’sunauthorized disclosure of trade secrets and/or other confidential businessinformation of THE COMPANY; (f) RN’s breach of his duty of loyalty; (g) 

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**CHANGE OFCONTROL AGREEMENT**

RN’s act of fraud,misrepresentation, theft or embezzlement or the misappropriation of assets ofTHE COMPANY; or (h) RN’s failure to secure and/or maintain his required licensesby government agencies with jurisdiction over the business of THE COMPANY.
| Rick Newman | 155 East Tropicana LLC |
|-------------|------------------------|
|        |                   |
| By:         | /s/ Rick Newman        |   | By: | /s/ Michael J. Hessling |   |
|        |                   |
| Dated:      | March 23, 2007         |   | It’s: | President |   |
|        |                   |
|        | Dated:                 | March 23, 2007 |   |
|             |                        |  |  |  |  |  |  |  |  |  |  |

 

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