EXHIBIT 10.33

                    AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

     This Amendment No. 1 to Employment Agreement (this "Amendment") is made and
entered into as of the 31st day of January 2005 by and between Arlington
Hospitality Management, Inc. (the "Company") and Richard A. Gerhart
("Executive").

                                    RECITALS

     WHEREAS, the Company and Executive entered into that certain Employment
Agreement (the "Agreement") dated July 1, 2002 by and between the Company and
Executive;

     WHEREAS, pursuant to the Agreement, Executive is currently employed by the
Company as its Senior Vice President of Hotel Operations; and

     WHEREAS, the Company and Executive have agreed to modify the Agreement as
provided herein;

     NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements of the parties herein contained, the parties agree as follows:


1.   Any capitalized term used but not defined herein shall have the meaning
     ascribed to such term in the Agreement.


2.   Amendment to Section 3. Section 3 of the Agreement is hereby amended by
     deleting it in its entirety and replacing it with the following:

     TERM. The initial term of Executive's employment under this Agreement shall
     commence July 1, 2002, and shall continue until December 31, 2005, unless
     earlier terminated as herein provided (the "Term").

3.   Amendment to Section 5. Section 5 of the Agreement is amended by, in the
     second sentence of such Section, deleting the term "Cash" and replacing it
     with "Base Salary."

4.   Amendment to Section 6. Section 6 of the Agreement is hereby amended by
     deleting it in its entirety and replacing it with the following:

     6. SEVERANCE UPON TERMINATION WITHOUT CAUSE. If the Company terminates
     Executive's employment without Cause, then Executive shall be entitled to
     receive an amount equal to: (i) his then-current Base Salary (as defined in
     Exhibit A), expense reimbursement, Benefits, Incentive Bonus (as defined in
     Exhibit A), and Transition, Performance and Retention Bonus (as defined in
     Exhibit A), each to the extent earned, accrued and unpaid through the date
     of termination, plus (ii) an amount equal to six (6) months of his
     then-current Base Salary, which




     amounts shall be payable in intervals in accordance with the general
     payroll payment practice of the Company or as otherwise agreed to by the
     Company and Executive; provided, however, if Arlington Hospitality, Inc.,
     the parent of the Company ("Parent"), outsources its hotel management
     functions to a third party manager and this Agreement is terminated as a
     result thereof, and such third party manager (the "New Manager") does not
     offer employment to Executive on terms and conditions no less favorable to
     Executive in terms of compensation as those contained herein, then the
     severance payment described in (ii) above shall be extended from a period
     of six (6) months to a period of nine (9) months. For purposes of this
     Section, if Executive should accept any employment with the New Manager,
     Executive shall be deemed to have received an offer of employment from the
     New Manager and such offer shall be deemed to be on terms and conditions no
     less favorable to Executive than those provided herein.

5.   Amendment to Exhibit A. Exhibit A of the Agreement is hereby amended by
     deleting it in its entirety and replacing it with Exhibit A attached
     hereto.

6.   No Other Amendment. The Agreement has not been amended in any other way
     other than as set forth in this Amendment.

7.   Counterparts. This Amendment may be executed in separate counterparts, each
     of which when so executed and delivered shall be deemed an original, but
     all of which together shall constitute one and the same instrument.


     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first set forth above.

THE COMPANY:                                  EXECUTIVE:

ARLINGTON HOSPITALITY
MANAGEMENT, INC.

                                              /s/ RICHARD A. GERHART
                                              --------------------------------
                                              RICHARD A. GERHART


By: /s/ STEPHEN K. MILLER
    --------------------------------
By: /s/ James B. Dale
    --------------------------------




                                    EXHIBIT A

For the period commencing on the date of this Amendment No. 3 and continuing
through the Term:

1.   Base Salary. Base salary (the "Base Salary") shall be equal to One Hundred
     Forty Four Thousand Dollars ($144,000) per year, subject to increase from
     time to time as determined in the sole discretion of the Parent's Board of
     Directors.

2.   2004 Bonus. Executive shall be eligible to participate in the [2004 BONUS
     PLAN - INSERT APPROPRIATE NAME] of the Parent to the extent as approved by
     the Parent's Board of Directors.

3.   2005 Bonus. Executive will be eligible to participate in those bonus and
     incentive plans and other programs as determined from time to time in the
     sole discretion of the Parent's Board of Directors.