**Exhibit10.38**

**CHANGE OFCONTROL AGREEMENT**

155 E Tropicana LLC,Dba Hooters Casino Hotel (THE COMPANY) and Kim Tyler (KT) hereby amend the previousagreement dated October 27th, 2004 regarding the employment relationship between THECOMPANY and KT.

KT is currently employedby THE COMPANY as Senior Vice President Food and Beverage Operations of the HootersCasino Hotel at the current annual salary of $162,750, which may be adjusted byTHE COMPANY in its sole discretion. As such, KT is an at-will employee of THECOMPANY and may be terminated at any time for any reason by THE COMPANY,subject only to the terms in the October 27th, 2004 agreement. However in the event ofa change of control of THE COMPANY, as defined below, the following provisionsapply:

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, as contemplatedby 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 October27th,2004, which will be rendered null and void. If KT is employed by THE COMPANY atthe time of a change in control, KT will be entitled to a change of control bonusequal to 1⁄2 of his then current annual salary. In addition, in the event KT isterminated without cause by THE COMPANY or its successors and assigns within 6months after such change of control, he will be entitled to an additionalamount equal to 6 months salary less any amounts (exclusive of the change ofcontrol bonus) paid to him by THE COMPANY from the change in control up to thetime of termination. In no event will the total amount paid to KT exceed 12months salary at the rate in effect as of the date of change of control.

If KT 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) KT’smaterial breach of this Agreement; (b) KT’s failure or inability to perform hisduties within the expectations of THE COMPANY; (c) KT’s conviction of a felonyor any other crime involving moral turpitude or dishonesty which, in the goodfaith opinion of THE COMPANY, would impair KT’s ability to perform his dutiesor the business reputation of THE COMPANY; 

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**CHANGE OFCONTROL AGREEMENT**

(d) KT’s failure orrefusal to comply with the policies of THE COMPANY, standards or regulations;(e) KT’s unauthorized disclosure of trade secrets and/or other confidentialbusiness information of THE COMPANY; (f) KT’s breach of his duty of loyalty;(g) KT’s act of fraud, misrepresentation, theft or embezzlement or themisappropriation of assets of THE COMPANY; or (h) KT’s failure to secure and/ormaintain his required licenses by government agencies with jurisdiction overthe business of THE COMPANY.
| Kim Tyler | 155 East Tropicana LLC |
|-----------|------------------------|
|      |                   |
| By:       | /s/ Kim Tyler          |   | By: | /s/ Gary A. Gregg |   |
|      |                   |
| Dated:    | March 23, 2007         |   | It’s: | Chief Operating Officer |   |
|      |                   |
|      | Dated:                 | March 23, 2007 |   |
|           |                        |  |  |  |  |  |  |  |  |  |  |

 

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