referred to as “Person”) as an employee, advisor, independent contractor, agent, consultant,representative or otherwise, whether or not compensated, or (ii) plan, take any actions infurtherance of, or otherwise devote any time to, any future business opportunity (except asotherwise provided in this Agreement), whether sponsored by Employee or any other Person (the“Exclusivity Obligation”)2. TermThe employment period under this Agreement shall commence as of October 23, 2008 and shallcontinue through the period (the “Term of Employment”) ending on October 23, 2011 (the “ExpirationDate”), unless earlier terminated as set forth in this Agreement.3. CompensationFor all services to be performed by Employee under this Agreement, during the Term ofEmployment, Employee shall be compensated in the following manner:(a) Base CompensationThe Company will pay Employee a salary (the “Base Salary”) at an annual rate of $200,000. The BaseSalary shall be payable in accordance with the normal payroll practice of the Company (but no lessfrequently than bi-weekly).(b) Bonus CompensationDuring the Term of Employment, Employee shall be eligible to receive an annual bonus, as may, fromtime to time, be determined in the sole discretion of the Board (the “Bonus Compensation”).(c) TaxesAll amounts paid by the Company to Employee under or pursuant to this Agreement, including, withoutlimitation, the Base Salary and any Bonus Compensation, or any other compensation or benefits,whether in cash or in kind, shall be subject to normal withholding and
 

 
deductions imposed by any one or more local, state or federal governments.     4. TerminationThis Agreement shall terminate (subject to Section 9(g) below) and the Term of Employment shallend, on the first to occur of (each a “Termination Event”): (a) The Expiration Date;  (b) The death of Employee or the total or partial disability that, in the judgment of theCompany, renders Employee, with or without reasonable accommodation, unable to performhis essential job functions for the Company for a period of at least 90 consecutivebusiness days;  (c) The discharge of Employee by the Company with (i) Cause (as hereinafter defined) or (ii)without Cause;  (d) The resignation of Employee (and without limiting the effect of such resignation, Employeeagrees to provide the Company with not less than 30 days prior written notice of hisresignation); orThe Company may discharge Employee at any time, for any reason or no reason, with or withoutCause, in which event Employee shall be entitled only to such payments as are set forth in Section5 below.As used herein, “Cause” is defined as Employee’s: (i) failure to perform the duties assigned tohim; (ii) chronic impairment due to alcohol or substance abuse; (iii) conviction of a Serious Crimeor being charged with a felony (for purposes of this Agreement a “Serious Crime” is a crime thatthe Company believes could prohibit the Employee from obtaining or maintaining any work card,license, or finding of compliance suitability necessary for Employee to maintain employment withCompany); (iv) violation of a federal or state securities law or regulation; (v) negligent conduct,error or omission in the carrying out of his duties under this Agreement; (vi)
 

 
conduct that causes damage to the reputation of the Company(vii) breach of the ExclusivityObligation or any of the obligations set forth in Section 6 or Section 7 below; (viii) anyrevocation or suspension by any state or local authority of Employee’s required license(s) to servein his position(s) with the Company; or (ix) any act or failure to act by Employee which causes anygaming or other regulatory authority having jurisdiction over the Company, the DesignatedAffiliates or any of their affiliates to seek any redress or remedy against Employee, the Company,any Designated Affiliate or any of their affiliates.5. Effect of TerminationIn the event of termination of Employee’s employment hereunder, all rights of Employee under thisAgreement, including all rights to compensation, shall end and Employee shall only be entitled tobe paid the amounts set forth in this Section 5 below.(a) In the event that the Term of Employment ends (i) for the reason set forth in Section4(a) above (i.e., Expiration Date), or (ii) for any of the reasons set forth in Section4(b) above (i.e. death or disability) or (iii) for the reason set forth in Section 4(d)above (i.e. resignation), or (iv) for the reason set forth in Section 4(c)(i) (withCause), then, in lieu of any other payments of any kind, Employee shall be entitled toreceive, within fifteen (15) days following the date on which the Termination Event inquestion occurred (the “Clause (a) Termination Date”) any amounts of: (A) Base Salarydue and unpaid to Employee from the Company as of the Clause (a) Termination Date; and(B) Bonus Compensation earned, vested, due and unpaid to Employee from the Company as ofthe Clause (a) Termination Date.(b) In the event that the Term of Employment ends (i) for the reasons set forth inSection 4(c)(ii) above (without Cause) then, in lieu of any other payments of any kind,Employee shall be entitled to receive, within fifteen (15) days following the date onwhich the Termination Event in question occurred (the “Clause (b) Termination Date”) anyamounts of: (A) Base Salary due and unpaid to Employee from the Company as of the Clause(b) Termination Date; (B) Bonus
 

 
Compensation earned, vested, due and unpaid to Employee from the Company as of theClause (b) Termination Date; (C) Severance Payment equal to one (1) year of BaseCompensation as set out under Section 3 (a) above.6. Non-DisclosureDuring the Term of Employment and for a period of two years from the Employees last day ofemployment with the Company , Employee shall hold in a fiduciary capacity for the benefit of theCompany, each Designated Affiliate and each of their affiliates, respectively, all secret orconfidential information, , including, without limitation, statistical data, trade secrets,identity of investments, identity of contemplated investments, business opportunities, valuationmodels and methodologies, relating to the business of the Company, the Designated Affiliates ortheir affiliates, and their respective business as, (i) obtained by Employee at any time duringEmployee’s employment by the Company and (ii) not otherwise in the public domain (“ConfidentialInformation”). Employee also agrees to keep confidential and not disclose to any unauthorizedPerson any personal information regarding the Designated Affiliates or any of their affiliates andany member of the immediate family of any such Person (and all such personal information shall bedeemed “Confidential Information” for the purposes of this Agreement). Employee shall not, withoutthe prior written consent of the Company: (i) except to the extent compelled pursuant to the orderof a court or other body having jurisdiction over such matter or based upon the advice of counselthat such disclosure is legally required, communicate or divulge any Confidential Information toanyone other than the Company and those designated by the Company; or (ii) use any ConfidentialInformation for any purpose other than the performance of his duties as an employee of the Company.Employee will assist the Company, at the Company’s expense, in obtaining a protective order, otherappropriate remedy or other reliable assurance that confidential treatment will be accorded anyConfidential Information disclosed pursuant to the terms of this Agreement.
 

 
In no event shall Employee during or after his employment hereunder, disparage the Company, theDesignated Affiliates, the Designated Affiliates, their respective affiliates and family membersor any of their respective officers, directors or employees.All processes, technologies, intellectual property and inventions (collectively, “Inventions”)conceived, developed, invented, made or found by Employee, alone or with others, during the Termof Employment, whether or not patentable and whether or not on the Company’s time or with the useof the Company’s facilities or materials, shall be the property of the Company and shall bepromptly and fully disclosed by Employee to the Company. Employee shall perform all necessary acts(including, without limitation, executing and delivering any confirmatory assignments, documents,or instruments requested by the Company) to vest title to any such Inventions in the Company andto enable to the Company, at its expense, to secure and maintain domestic and/or foreign patentsor any other rights for such Inventions.7. Non-Compete(a) During the Term of Employment and, unless Employee’s employment is terminated for the reasonset forth in Section 4(a) above (i.e., Expiration Date), in which case this Section 7(a) shallterminate automatically and without notice, for a period of six (6) months following the last dayof Employee’s employment by the Company, Employee will not, either directly or indirectly, asprincipal, agent, owner, employee, partner, investor, shareholder (other than solely as a holder ofnot more than 1% of the issued and outstanding shares of any public corporation), consultant,advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have anyfinancial interest in or provide, directly or indirectly, financial assistance to or lend money toor guarantee the debts or obligations of any Person carrying on or engaged in the hotel or casinobusiness in or within one hundred (100) miles of the Stratosphere Hotel and Casino.Notwithstanding the foregoing, nothing in this Agreement will prohibit Employee from investing inthe securities of private companies in which he does not participate in the management (either asan
 

 
employee, officer or director), provided that such investment has been cleared inaccordance with all investment or insider trading policies applicable to Employee .(b) Employee covenants and agrees with the Company and its subsidiaries that, during Employee’semployment by the Company and for one (1) year following the last day of Employee’s employment bythe Company, Employee shall not directly, or indirectly, for himself or for any other Person: (i) solicit, interfere with or endeavor to entice away from the Company, anyDesignated Affiliate or any of their subsidiaries or affiliates, any customer, client orany Person in the habit of dealing with any of the foregoing;  (ii) interfere with, entice away or otherwise attempt to obtain the withdrawal ofany employee of the Company, any Designated Affiliate or any of their subsidiaries oraffiliates;or  (iii) advise any Person not to do business with the Company, any Designated Affiliateor any of their subsidiaries or affiliates.Employee represents to and agrees with the Company that the enforcement of the restrictionscontained in Section 6 and Section 7 (the Non-Disclosure and Non-Compete sections respectively)would not be unduly burdensome to Employee and that such restrictions are reasonably necessary toprotect the legitimate interests of the Company. Employee agrees that the remedy of damages for anybreach by Employee of the provisions of either of these sections may be inadequate and that theCompany shall be entitled to injunctive relief, without posting any bond. In the event the terms ofthis Section 7 shall be determined by any court of competent jurisdiction to be unenforceable byreason of its extending for too great a period of time or over too great a geographical area or byreason of its being too extensive in any other respect, it will be interpreted to extend only overthe maximum period of time for which it may be enforceable, over the maximum geographical area asto which it may be enforceable, or to the maximum extent in all other respects as to
 

 
which it may be enforceable, all as determined by such court in such action. This sectionconstitutes an independent and separable covenant that shall be enforceable notwithstanding anyright or remedy that the Company may have under any other provision of this Agreement orotherwise.8. BenefitsDuring the Term of Employment, Employee shall be entitled to receive certain healthcare and othersimilar employee welfare benefits (including eligibility to participate in the Executive MedicalReimbursement Plan provided by the Company) comparable to those received by other employees of theCompany at a similar pay level and/or position with the Company as such may be provided by theCompany in its sole and absolute discretion from time to time within thirty (30) days hereof. Inthe event that, during the Term of Employment, the Company awards to its executives stock optionsor restricted stock in anticipation of a public offering, Employee shall be eligible to receive anaward of such options or restricted stock comparable to that received by other employees at asimilar pay level and/or position with the Company; provided, however, that the decision to makeany such award to Employee and the amount of any such award shall be subject to the review andapproval of the Board, in its sole and absolute discretion.9. Miscellaneous (a) This Agreement constitutes the entire agreement between the parties with respect to thesubject matter hereof and supersedes all previous written, and all previous orcontemporaneous oral negotiations, understandings, arrangements, and agreements.  (b) This Agreement and all of the provisions hereof shall inure to the benefit of and bebinding upon the legal representatives, heirs, distributees, successors (whether by merger,operation of law or otherwise) and assigns of the parties hereto; provided, however, thatEmployee may not delegate any of Employee’s duties hereunder, and may not assign any ofEmployee’s rights hereunder, without the prior written
 

 
consent of the Company, which may be withheld in its sole and absolute discretion. Ifelected by the Company, upon any such assignment, all references herein to the Companyshall be deemed instead to be references to the assignee and/or its designee(s). (c) This Agreement will be interpreted and the rights of the parties determined in accordancewith the laws of the United States applicable thereto and the internal laws of the State ofNevada.  (d) Employee covenants and represents that he is not a party to any contract, commitment oragreement, nor is he subject to, or bound by, any order, judgment, decree, law, statute,ordinance, rule, regulation or other restriction of any kind or character, which would preventor restrict him from entering into and performing his obligations under this Agreement,including without limitation any contract, commitment, agreement, rule or regulation relatingto the Other Activity.  (e) Employee acknowledges that he has had the assistance of legal counsel in reviewing andnegotiating this Agreement.  (f) This Agreement shall be deemed drafted equally by both the parties. Its language shall beconstrued as a whole and according to its fair meaning. Any presumption or principle that thelanguage is to be construed against any party shall not apply. The headings in this Agreementare only for convenience and are not intended to affect construction or interpretation. Anyreferences to paragraphs, subparagraphs, sections or subsections are to those parts of thisAgreement, unless the context clearly indicates to the contrary.  (g) This Agreement and all of its provisions, other than the provisions of Section 5, Section 6,Section 7 and Section 9 hereunder (which shall survive termination), shall terminate uponEmployee ceasing to be an employee of the Company for any reason.
 

 
 (h) In the event of the death of Employee during the Term of Employment, Employee’s heirshall be entitled to receive all payments otherwise earned, vested, due and unpaid toEmployee from the Company pursuant to the terms and conditions of this Agreement as of thedate of Employee’s death.  (i) Employee acknowledges and agrees that he shall be solely responsible for the payment ofall federal, state and other income taxes, excise taxes and other taxes that may be payablefrom time to time by Employee with respect to all payments or benefits earned or received byor payable to Employee under this Agreement (whether consisting of Base Salary, BonusCompensation, Severance Payment, or otherwise) and shall not be entitled to receive any“gross-up payments” or other additional payments from the Company or its affiliates on accountof, with respect to, in mitigation of, or as a set-off against, such taxes. Without limitingthe foregoing, if it is determined that any amount, right or benefit paid or payable (orotherwise provided or to be provided) to Employee by the Company or any of its affiliatesunder this Agreement or any other plan, program or arrangement under which Employeeparticipates or is a party (whether consisting of Base Salary, Bonus Compensation, SeverancePayment, or otherwise), would constitute an “excess parachute payment” within the meaning ofSection 280G of the Internal Revenue Code, as amended (the “Code”), subject to the excise taximposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), thenEmployee shall be solely responsible for the payment of the Excise Tax and shall not beentitled to receive any “gross-up payments” or other additional payments from the Company orits affiliates on account of, with respect to, in mitigation of, or as a set-off against, suchExcise Tax.
 

 
     **American Casino & Entertainment Properties, LLC**