**NON-COMPETITION
      AGREEMENT**




This
      Non-Competition Agreement, dated as of August __, 2007, is between American
      Real
      Estate Partners, L.P. (“ AREP ”),
      and
      Carl C. Icahn (“ Icahn” ).
      Capitalized terms used and not otherwise defined herein shall have the meaning
      ascribed to them in the Contribution and Exchange Agreement (as defined
      below).




WHEREAS,
      Icahn is the indirect owner of interests in entities engaged in the business
      of
      providing investment management and related services (the “ Business ”);




WHEREAS,
      pursuant to the Contribution and Exchange Agreement, dated as of August __,
      2007
      (the “ Contribution
      and Exchange Agreement ”)
      by and
      among CCI Offshore Corp. (“ CCI
      Offshore ”),
      CCI
      Onshore Corp. (“ CCI
      Onshore ”),
      Icahn
      Management LP (“ Icahn
      Management ”
and
      together with CCI Onshore and CCI Offshore, the “ Contributors ”),
      Icahn, and AREP, the Contributors will transfer 100% of their interests in
      certain limited partnerships constituting the Business (the “ Companies ”)
      to
      AREP;




WHEREAS,
      Icahn holds significant direct or indirect economic interests in CCI Offshore,
      CCI Onshore and Icahn Management;




WHEREAS,
      one of the conditions to the consummation by AREP of the transactions
      contemplated by the Contribution and Exchange Agreement is that Icahn enters
      into this Non-Competition Agreement for the purpose of preserving for AREP’s
      benefit the goodwill associated with the Business;




NOW,
      THEREFORE, to induce AREP to enter into and consummate the transactions
      contemplated by the Contribution and Exchange Agreement and to preserve the
      value of the Business (and, in particular, the goodwill associated therewith
      that is being transferred to AREP pursuant to the Contribution and Exchange
      Agreement), and in consideration of the mutual covenants and agreements herein
      contained, the parties hereto do hereby agree as follows:




1.  Non-
      Competition . During
      the period commencing on the date hereof and ending on the tenth anniversary
      of
      the Closing Date (the “ Non-Compete
      Period ”),
      Icahn, shall not, without AREP’s prior written consent, directly or indirectly,
      for his own account, or in any capacity on behalf of any other third person
      or
      entity, whether as an officer, director, employee, partner, joint venturer,
      consultant, investor or otherwise, engage, or assist others engaged, in whole
      or
      in part, in any business deriving more than 25% of its revenues or income from
      providing investment management services (a “ Competing
      Business ”); provided that
      ownership of stock of a business shall not be deemed a violation of this Section
      1 if and for so long as ( x )
      the
      stock of such business is publicly traded, ( y )
      such
      ownership does not exceed 5% of the aggregate outstanding equity interest of
      such business and ( z )
      Icahn
      does not otherwise participate in the management, operations or affairs of
      such
      business. Notwithstanding the foregoing, nothing in this Non-Competition
      Agreement shall be construed to prohibit Icahn from rendering services to,
      acquiring an economic interest in or otherwise providing assistance to the
      Companies, AREP or any of their controlled Affiliates or any pooled investment
      vehicle which is advised or subadvised by AREP, the Companies or any of their
      controlled Affiliates, or providing investment management services (whether
      personally or as an employee or partner of a business formed for this purpose)
      solely on his own behalf or on behalf of one or more of his family members,
      including trusts of which his family members are the principal beneficiaries
      and
      corporations, limited partnerships, limited liability companies or similar
      entities established solely for the benefit of, and wholly owned by, his family
      members. Furthermore, Icahn may notify AREP of any proposed activity for the
      purpose of soliciting a conclusion as to whether such activity would violate
      this Section 1. AREP agrees that it shall approve or disapprove Icahn’s proposal
      within 30 days of receipt of such notice. If AREP approves such activity for
      purposes of this Section 1, then such activity, as disclosed in Icahn’s request
      for approval, will not constitute a violation of this Section 1.




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2.  Non-solicitation .
      During
      the Non-Compete Period, Icahn shall not, directly or indirectly, whether through
      his own efforts, or through the efforts, or in any way assisting or employing
      the assistance, of any other person or entity (including through any consultant
      or any person employed by or associated with any entity with whom he may be
      employed or associated), do any of the following: ( a )
      solicit
      or otherwise attempt to establish a Competing Business with any person, firm,
      corporation or other entity that was an investor in the Funds, or prospective
      investor in the Funds to whom any of the Companies has made a proposal within
      the six months prior to Icahn’s termination of employment or ( b )
      solicit
      for employment, hire or otherwise engage in any capacity in any Competing
      Business any investment professional or executive who is or has within the
      previous one year been an employee or partner of the Companies or any of their
      controlled Affiliates, or solicit any such person to terminate his or her
      employment by the Companies or any of their controlled Affiliates.




3.  Certain
      Acknowledgments . Icahn
      acknowledges that ( i )
      the
      past services rendered by him to the Companies are of a special and unusual
      character that have and have had a unique value to the Companies, ( ii ) he
      possesses relations, contacts, information and other know-how that would permit
      him to compete with the Companies or an Affiliate thereof, and reduce the value
      of the Business and the interests being transferred to AREP pursuant to the
      Contribution and Exchange Agreement and ( iii ) the
      covenants set forth in Sections 1 and 2 constitute a material inducement to
      AREP
      to consummate the transactions contemplated by the Contribution and Exchange
      Agreement and AREP would not have agreed to enter into or consummate the
      transactions contemplated by the Contribution and Exchange Agreement unless
      Icahn had agreed to the covenants set forth herein.




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4.  Miscellaneous .




(a)  Blue-Pencil .
      If any
      of the agreements set forth in this Non-Competition Agreement shall be held
      to
      be invalid or unenforceable, the remaining parts thereof shall nevertheless
      continue to be valid and enforceable as though the invalid or unenforceable
      parts had not been included therein. In the event that any provision of this
      Non-Competition Agreement relating to the time period, geographic area, scope
      and/or subject matter shall be declared by a court of competent jurisdiction
      to
      exceed the maximum time period, geographic area, scope and/or subject matter
      such court deems enforceable, such time period, geographic area, scope and/or
      subject matter shall be deemed to become and thereafter be the maximum time
      period, scope and/or subject matter that such court deems enforceable, it being
      the intent and express agreement of the parties that the terms of this
      Non-Competition Agreement be enforced and interpreted in accordance with the
      terms to the greatest extent possible.




(b)  Injunctive
      Relief .
      The
      parties agree that the covenants and obligations of Icahn with respect to
      non-competition and non-solicitation, and other matters contained herein relate
      to special, unique and extraordinary matters and that a violation of any of
      the
      terms of such covenants and obligations will cause AREP irreparable injury
      for
      which adequate remedies are not available at law. Therefore, Icahn agrees that
      AREP will be entitled to an injunction, restraining order or such other
      equitable relief as a court of competent jurisdiction may deem necessary or
      appropriate to restrain Icahn from committing any violation of the covenants
      and
      obligations referred to in this Non-Competition Agreement. Any such injunction
      may be obtained without the necessity of posting a bond. These injunctive
      remedies are cumulative and in addition to any other rights and remedies AREP
      may have at law or in equity.




(c)  Construction .
      The
      terms and conditions of this Non-Competition Agreement are the result of
      negotiations between the parties and this Non-Competition Agreement shall not
      be
      construed in favor of or against any party by reason of the extent to which
      any
      party or its professional advisors participated in the preparation of this
      Non-Competition Agreement.




(d)  Assignment .
      Icahn
      may not assign his rights or obligations hereunder. The rights and obligations
      of AREP hereunder shall inure to the benefit of and shall be binding upon AREP,
      each of its successors and permitted assigns and may not be assigned without
      the
      prior written consent of Icahn, such consent not to be unreasonably withheld
      or
      delayed.




(e)  Applicable
      Law .
      This
      Non-Competition Agreement shall be governed in all respects, including as to
      validity, interpretation and effect, by the internal laws of the State of New
      York, without regard to conflicts of laws principles of such state or any other
      state.




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(f)  Consent
      to Jurisdiction; Etc. .




(i)  Each
      of
      the parties hereto hereby irrevocably and unconditionally submits, for itself
      and its property, to the exclusive jurisdiction of any New York State court
      or
      federal court of the United States of America sitting in the County of New
      York,
      and any appellate court from any thereof, in any action or proceeding arising
      out of or relating to this Non-Competition Agreement or the transactions
      contemplated hereby or for recognition or enforcement of any judgment relating
      thereto, and each of the parties hereto hereby irrevocably and unconditionally
      agrees that all claims in respect of any such action or proceeding may be heard
      and determined in such New York State court or, to the extent permitted by
      law,
      in such federal court. Each of the parties hereto agrees that a final judgment
      in any such action or proceeding shall be conclusive and may be enforced in
      other jurisdictions by suit on the judgment or in any other manner provided
      by
      law.




(ii)  Each
      of
      the parties hereto hereby irrevocably and unconditionally waives, to the fullest
      extent it may legally and effectively do so, any objection which it may now
      or
      hereafter have to the laying of venue of any suit, action or proceeding arising
      out of or relating to this Non-Competition Agreement or the transactions
      contemplated hereby in any New York State or federal court sitting in the County
      of New York. Each of the parties hereto hereby irrevocably waives, to the
      fullest extent permitted by law, the defense of an inconvenient forum to the
      maintenance of such action or proceeding in any such court.




(iii)  Each
      party to this Non-Competition Agreement irrevocably consents to service of
      process in the manner provided for notices in Section 4 (i) .
      Nothing
      in this Non-Competition Agreement will affect the right of any party to this
      Non-Competition Agreement to serve process in any other manner permitted by
      law.




(g)  Waiver
      of Jury Trial .




(i)  EACH
      PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
      NON-COMPETITION AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
      AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT
      MAY
      HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
      ARISING OUT OF OR RELATING TO THIS NON-COMPETITION AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY.




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(ii)  EACH
      PARTY CERTIFIES AND ACKNOWLEDGES THAT ( i )
      NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER, ( ii )
      IT
      UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, ( iii )
      IT
      MAKES SUCH WAIVER VOLUNTARILY, AND ( iv )
      IT HAS
      BEEN INDUCED TO ENTER INTO THIS NON-COMPETITION AGREEMENT BY, AMONG OTHER
      THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(g) .




(h)  Amendment;
      Waiver .
      No
      amendment, modification or discharge of this Non-Competition Agreement, and
      no
      waiver hereunder, shall be valid or binding unless set forth in writing and
      duly
      executed by the party against whom enforcement of the amendment, modification,
      discharge or waiver is sought. Any such waiver shall constitute a waiver only
      with respect to the specific matter described in such writing and shall in
      no
      way impair the rights of the party granting such waiver in any other respect
      or
      at any other time. Neither the waiver by either party hereto of a breach of
      or a
      default under any of the provisions of this Non-Competition Agreement nor the
      failure by either party, on one or more occasions, to enforce any of the
      provisions of this Non-Competition Agreement or to exercise any right or
      privilege hereunder, shall be construed as a waiver of any other breach or
      default of a similar nature, or as a waiver of any of such provisions, rights
      or
      privileges hereunder. The rights and remedies herein provided are cumulative
      and
      none is exclusive of any other, or of any rights or remedies that either party
      may otherwise have at law or in equity.




(i)  Notices .
      All
      notices, requests, demands and other communications made in connection with
      this
      Non-Competition Agreement shall be in writing and shall be ( a ) mailed
      by first-class, registered or certified mail, return receipt requested, postage
      prepaid or ( b ) transmitted
      by hand delivery addressed as follows:




if
      to
      AREP:


Special
      Committee of the


Board
      of
      Directors of American Property Investors, Inc.


510
      East
      86th Street


New
      York,
      NY 10028


Attention:
      Jack Gumpert Wasserman, Esq.







5


with
      a
      copy (which shall not constitute notice) to:





American
      Real Estate Partners, L.P.


100
      South
      Bedford Rd.


Mt.
      Kisco, NY 10549


Attention:
      Felicia Buebel, Esq.





and




Proskauer
      Rose LLP


1585
      Broadway


New
      York,
      NY 10036


Attention:
      Peter G. Samuels, Esq.





and





Debevoise
      & Plimpton LLP


919
      Third
      Avenue


New
      York,
      NY 10022


Attention:
      William D. Regner, Esq.





if
      to
      Icahn:





Icahn
      Associates Corp.


767
      Fifth
      Avenue, Suite 4700


New
      York,
      NY 10153


Attention:
      Marc Weitzen





with
      a
      copy (which shall not constitute notice) to:





Bingham
      McCutchen LLP


399
      Park
      Avenue


New
      York,
      NY 10022


Attention:
      Floyd I. Wittlin, Esq.







or,
      in
      each case, such other address as may be specified in writing to the other
      parties hereto.




All
      such
      notices, requests, demands, waivers and other communications shall be deemed
      to
      have been received ( x ) if
      delivered by first-class, certified or registered mail, on the fifth Business
      Day after the mailing thereof, or ( y ) if
      delivered by personal delivery, on the day after such delivery.




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(j)  Counterparts .
      This
      Non-Competition Agreement may be executed in counterparts, each of which shall
      constitute an original and all of which shall constitute one and the same
      instrument.




(k)  Entire
      Agreement .
      This
      Non-Competition Agreement and the other agreements referred to herein constitute
      the entire agreement between Icahn and AREP with respect to the subject matter
      hereof.




*The
      signature page follows*








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IN
      WITNESS WHEREOF, the parties have executed this Non-Competition Agreement as
      of
      the date first above written.






AMERICAN
              REAL
              ESTATE PARTNERS, L.P.BY:
            AMERICAN PROPERTY INVESTORS, INC.,
              ITS GENERAL PARTNERBy:
            /s/
              Andrew SkobeName:Title:


CARL
              C.
              ICAHN/s/
              Carl C. Icahn







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