AMENDED
      AND RESTATED

    EMPLOYMENT
      AGREEMENT

    


    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT dated as of January 1, 2007 (this
“Agreement”), between American Casino & Entertainment Properties LLC (the
“Company”), having an address at 2000 Las Vegas Boulevard South, Las Vegas,
      Nevada 89104, and Mr. Richard P. Brown (“Employee”), having an address at 1795
      Mezza Court, Henderson, Nevada 89012. THIS AGREEMENT AMENDS AND RESTATES IN
      ITS
      ENTIRETY THE EMPLOYMENT AGREEMENT BETWEEN THE PARTIES DATED AS OF JANUARY 1,
      2007.

    


    1.
      Employment

    


    Upon
      the
      terms and conditions hereinafter set forth, the Company hereby agrees to employ
      Employee and Employee hereby agrees to become employed by the Company. During
      the Term of Employment (as hereinafter defined), Employee shall be employed
      in
      the position of President and Chief Executive Officer of the Company and shall
      also serve in other positions of affiliates of the Company as may be designated
      (the “Designated Affiliates”) from time to time by the board of directors of the
      Company (the “Board”), provided that such Designated Affiliates are engaged in
      businesses relating to gaming, casino or resort operation or development
      (collectively, the “Gaming Business”). Employee shall perform such duties as are
      specified from time to time by the Company, the Board and the Designated
      Affiliates. Employee shall serve in such capacities at the pleasure of the
      Board. Employee shall report to and be under the supervision of the Company’s
      Board. Employee will also meet and work with executives of American Property
      Investors, Inc. (“API”) and members of the board of directors of
      API.

    


    During
      the Term of Employment, Employee shall devote all of his professional attention,
      on a full time basis, to the business and affairs of the Company and the
      Designated Affiliates, shall use his best efforts to advance the best interest
      of the Company and the Designated Affiliates and shall comply with all of the
      policies of the Company and the Designated Affiliates, including, without
      limitation, such policies with respect to legal compliance, conflicts of
      interest, confidentiality and business ethics as are from time to time in
      effect.

    


    Except
      as
      specifically provided herein, during the Term of Employment, Employee shall
      not,
      without the prior written consent of the Company, directly or indirectly (i)
      render services to, or otherwise act in a business or professional capacity
      on
      behalf of or for the benefit of, any other Person (as hereinafter defined)
      as an
      employee, advisor, independent contractor, agent, consultant, representative
      or
      otherwise, whether or not compensated, (ii) plan, negotiate or have discussions
      with any Person regarding, or otherwise attempt to secure, future employment
      with any Person other than the Company or the Acquiring Person (as hereinafter
      defined) or (iii) plan, take any actions in furtherance of, or otherwise devote
      any time to, any future business opportunity (except as otherwise provided
      in
      this Agreement), whether sponsored by Employee or any other Person (the
“Exclusivity Obligation”). However, nothing contained herein shall restrict
      Employee from being involved in the business of horse racing/breeding of
      thoroughbred horses (“Other Activity”), provided that (a) Employee devotes his
      full professional attention to the business affairs of the Company, its
      subsidiaries and of any affiliated entities to which the Company has made his
      services available, (b) the Other Activity does not interfere with, and Employee
      is otherwise in compliance with, Employee’s professional duties and
      responsibilities hereunder, and (c) Employee otherwise cooperates with the
      Company in connection with any information regarding the Other Activity that
      may
      be requested or required by any licensing or other regulatory
      authorities.

    


    
      
        
        

      

      
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    2.
      Term

    


    The
      employment period shall commence as of January 1, 2007 and shall continue
      through the period (the “Term of Employment”) ending on December 31, 2008 (the
“Expiration Date”), unless earlier terminated as set forth in this
      Agreement.

    


    3.
      Compensation

    


    For
      all
      services to be performed by Employee under this Agreement, during the Term
      of
      Employment, Employee shall be compensated in the following manner:

    


    (a)
      Base
      Compensation 

    


    The
      Company will pay Employee a salary (the “Base Salary”) at an annual rate of
      $625,000. The Base Salary shall be payable in accordance with the normal payroll
      practice of the Company (but no less frequently than bi-weekly). 

    


    (b)
      Bonus
      Compensation

    


    During
      the Term of Employment, Employee shall be eligible to receive an annual bonus,
      as determined in the sole discretion of the Board (the “Bonus Compensation”).
      The Bonus Compensation, if any, shall be computed based upon the following
      formula of performance targets (“Targets”):

    


    
      	 	
              (i)

            	
              2007
                bonus is conditioned on ACEP’s four current properties having aggregate
                EBITDA of not less than $106.0 million, in each case for the fiscal
                year
                ended December 31, 2007;

            


    

    


    
      	 	
              a.

            	
              If
                the aggregate 2007 EBITDA equals or exceeds $106.0 million but is
                less
                than $111.0 million then the 2007 bonus shall be
                $93,750.

            


    

    


    
      	 	
              b.

            	
              If
                the aggregate 2007 EBITDA equals or exceeds $111.0 million but is
                less
                than $113.95 million then the 2007 bonus shall be $93,750 + $75,000
                for a
                total of $168,750.

            


    

     

    
      
        

      

      1
        Employee
        and the Company acknowledge and agree that these Targets are based upon EBITDA
        forecasted in the 2007 budget submitted by the Company’s management to
        API.

    

     

    
      
        
        

      

      
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              c.

            	
              If
                the aggregate 2007 EBITDA equals or exceeds $113.95 million but is
                less
                than $121.9 million then the 2007 bonus shall be $93,750 + $75,000
                +
                $93,750 for a total of $262,500;
                and

            


    

    


    
      	 	
              d.

            	
              If
                the 2007 EBITDA equals or exceeds $121.9 million then the 2007 bonus
                shall
                be $262,500 + $ $125,000, for a total bonus of
                387,500;

            


    

     

    
      	 	
              (ii)

            	
              Targets
                for 2008 EBITDA and
                amount of 2008 bonus shall be determined by the Company in January
                2008.

            


    

    


    All
      calculations and determinations of any of the foregoing matters (including
      the
      amount of Bonus Compensation, or any component thereof, including but not
      limited to EBITDA or the achievement of any Target) will be made by the Company
      in its reasonable discretion and will be final and binding on Employee, and
      provided further will be adjusted by the Company to exclude the impact, as
      it
      may determine, of extraordinary accounting items.

    


    The
      allocation of the Bonus Compensation shall be deemed earned and to become due
      on
      (i) December 31, 2007, with respect to 2007 Targets, provided that Employee
      is
      employed in good standing as of such date, and provided further that the Bonus
      Compensation with respect to the 2007 Targets shall not be payable by the
      Company until February 28, 2008, and (ii) December 31, 2008, with respect to
      2008 Targets, provided that Employee is employed in good standing as of such
      date, and provided further that the Bonus Compensation with respect to the
      2008
      Targets shall not be payable by the Company until February 28,
      2009.

    


    (c)
      Taxes

    


    All
      amounts paid by the Company to Employee under or pursuant to this Agreement,
      including, without limitation, 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.

    


    (d)
      Change
      of Control

    


    (i) In
      the
      event that the Company enters into a binding contract for a Change of Control
      transaction during the Term of Employment and Employee is employed in good
      standing as of such date, then, if Employee has complied with the requirements
      of clause (ii) below and
      Employee: (x) has not been terminated for Cause or resigned prior to the Closing
      Date; or (y) if the Election (as defined in clause (ii) below) has occurred,
      Employee has not been terminated for Cause or resigned prior to the expiration
      of the Transition Period, then Employee shall be paid a lump-sum bonus of
      $1,000,000 (the “Change of Control Payment”), subject to and in accordance with
      Section 5(b) below. 

    


    (ii) Employee
      acknowledges and agrees that, in the event of a Change of Control as a result
      of: (x) an acquisition of the equity of the Company or its direct or indirect
      parent (whether by sale of equity interests, merger or otherwise), then this
      Agreement will remain the obligation of the Company (or its successor) and
      Employee’s
      obligations hereunder
      will
      remain in full force and effect; or (y) a transfer of assets of the Company
      or
      its subsidiaries and in connection therewith this Agreement is assigned by
      the
      Company, then this Agreement will become the obligation of the assignee and
      Employee’s obligations hereunder will (as such) remain in full force and effect.
      If, prior to the Closing Date, the Company so elects (the “Election”) by giving
      written notice thereof to Employee, then Employee shall provide, on a full
      time
      basis and in a professional manner, during the Transition Period, such services
      to the Company, the acquiring Person in such Change of Control transaction
      (the
“Acquiring Person”) and their respective designees as are necessary in all
      respects to permit a smooth, professional transition of management (which may
      include, without limitation, continuing to provide the services specified in
      this Agreement or such other executive services as may be specified from time
      to
      time by the Company, the Acquiring Person or their respective designees).


    


    
      
        
        

      

      
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    (iii) It
      is
      understood and agreed that: (aa) if Employee becomes, directly or indirectly,
      an
      employee of the Acquiring Person, then all of Employee’s salary, benefits and
      other compensation shall be paid by the Acquiring Person; and (bb) if Employee
      has entered into a new employment agreement with the Acquiring Person then
      the
      term “Cause” shall be deemed for purposes of the foregoing provision to have the
      meaning given such term in such new employment agreement.

    


    (iv)
      Notwithstanding
      any provision of this Agreement to the contrary, (x) following a Change of
      Control Employee shall not accrue any additional Bonus Compensation under
      Section 3(b) for the calendar year 2007, and (y) any Bonus Compensation or
      other
      benefits for the year commencing January 1, 2008 shall be established in the
      sole and absolute discretion of the Board of Directors of the Company.


     

    4.
      Termination

    


    This
      Agreement shall terminate (subject to Section 10(g) below) and the Term of
      Employment shall end, 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 the Company, renders Employee, with or without reasonable
                accommodation, unable to perform his essential job functions for
                the
                Company for a period of at least 90 consecutive business days;
                

            


    

    


    
      	 	
              (c)

            	
              The
                discharge of Employee by the Company with or without Cause (as hereinafter
                defined); 

            


    

    


    
      	 	
              (d)

            	
              The
                resignation of Employee (and without limiting the effect of such
                resignation, Employee agrees to provide the Company with not less
                than 30
                days prior written notice of his resignation);
                or

            


    

     

    
      
        
        

      

      
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              (e)

            	
              Upon
                the later of: (x) a Change of Control; or (y) if the Election has
                been
                delivered to Employee, then upon the expiration of the Transition
                Period.

            


    

    


    The
      Company may discharge Employee at any time, for any reason or no reason, with
      or
      without Cause, in which event Employee shall be entitled only to such payments
      as are set forth in Section 5 below. As used herein, “Cause” is defined as
      Employee’s: (i) failure to (x) perform the duties assigned to him or (y) comply
      with the instructions given to him; (ii) personal misconduct or insubordination;
      (iii) impairment due to alcohol or substance abuse; (iv) conviction of a crime
      or being charged with a felony; (v) violation of a federal or state securities
      law or regulation; (vi) commission of an act of moral turpitude or dishonesty
      relating to the performance of his duties hereunder; (vii) failure to comply
      with any of the terms of this Agreement; (viii) breach of the Exclusivity
      Obligation or any of his obligations set forth in Section 6 or Section 7 below;
      (ix) any revocation or suspension by any state or local authority of Employee’s
      required license(s) to serve in his position(s) with the Company; or (x) any
      act
      or failure to act by Employee which causes any gaming or other regulatory
      authority having jurisdiction over the Company, the Designated Affiliates or
      any
      of their affiliates to seek any redress or remedy against Employee, the Company,
      any Designated Affiliate or any of their affiliates. In the case of clauses
      (i)
      and (vii) above, the Company will give Employee a written notice of the alleged
      “Cause” and a 20-day period to cure prior to termination, to the extent that the
      Company, in its sole discretion, determines such conduct is curable.


    


    5.
      Effect
      of Termination

    


    In
      the
      event of termination of Employee’s employment hereunder, all rights of Employee
      under this Agreement, including all rights to compensation, shall end and
      Employee shall only be entitled to be 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
                Section 4(a) above (i.e., Expiration Date), or (ii) for any of the
                reasons
                set forth in Section 4(b) above (i.e. death or disability), or (iii)
                for
                the reason set forth in Section 4(d) above (i.e. resignation), or
                (iv) due
                to the discharge of Employee by the Company for Cause, then, in lieu
                of
                any other payments of any kind (including, without limitation, any
                Severance Payment or Change of Control Payment), Employee shall be
                entitled to receive, within fifteen (15) days following the date
                on which
                the Termination Event in question occurred (the “Clause (a) Termination
                Date”) any amounts of: (A) Base Salary due 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 of
                the
                Clause (a) Termination Date (as determined below, and not on a pro
                rata
                basis); and (C) any compensation due to Employee in respect of any
                accrued
                vacation days that were not taken by Employee prior to the Clause
                (a)
                Termination Date.

            


    

     

    
      
        
        

      

      
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              (b)

            	
              In
                the event that the Term of Employment ends for the reason set forth
                in
                Section 4(e) above (i.e., Change of Control or Election), then, in
                lieu of
                any other payments of any kind (including, without limitation, any
                Severance Payment), Employee shall be entitled to receive: (A) within
                fifteen (15) days following the Closing Date, any amounts of Base
                Salary
                due and unpaid to Employee from the Company as of the Clause (b)
                Termination Date, ; and (B) any compensation due to Employee in respect
                of
                any accrued vacation days that were not taken by Employee prior to
                the
                Clause (b) Termination Date; and (B) sixty (60) days following the
                Closing
                Date (if Employee has complied with the requirements of clause (ii)
                of
                Section 3(d) above), (1) Bonus Compensation earned, vested, due and
                unpaid
                to Employee from the Company as of the Clause (b) Termination Date
                (as
                determined below) and (2) the Change of Control Payment, payment
                of which
                shall be conditioned upon Employee’s execution of an Employee Severance
                and Release Agreement in a form similar to that shown in Exhibit
                A of this
                Agreement; provided that the Change of Control Payment shall not
                be
                payable to Employee if either of the following events has occurred:
                (1) if
                the Company has delivered the Election to Employee, but Employee
                has been
                terminated for Cause or resigns prior to the expiration of the Transition
                Period; or (2) if Employee has been terminated for Cause or resigns
                prior
                to the Closing Date. 

            


    

    


    For
      purposes of this Section 5(b), Bonus Compensation shall be determined by
      revising the final paragraph of Section 3(b) to provide that if a Change of
      Control occurs in 2007, a pro rata determination of the Bonus Compensation
      for
      such year, based on the period between January 1, 2007 and the Closing Date,
      shall be made as shown in the examples on Schedule 1 hereto. 

    


    
      	 	
              (c)

            	
              In
                the event that the Term of Employment ends due to the discharge of
                Employee by the Company without Cause (which the Company is free
                to do at
                any time in its sole and absolute discretion) then, in lieu of any
                other
                payments of any kind (including, without limitation, any Change of
                Control
                Payment), Employee shall be entitled to receive, within fifteen (15)
                days
                following the date on which the Termination Event in question occurred
                (the “Clause (c) Termination Date”): (A) any amounts of Base Salary due
                and unpaid to Employee from the Company as of the Clause (c) Termination
                Date; (B) any amounts of Bonus Compensation earned, vested, due and
                unpaid
                to Employee from the Company as of the Clause (c) Termination Date
                (as
                determined below, and not on a pro rata basis); (C) any compensation
                due
                to Employee in respect of any accrued vacation days that were not
                taken by
                Employee prior to the Clause (c) Termination Date; and (D) a lump-sum
                payment in the amount equal to one year’s then current Base Salary (the
                “Severance Payment”), payment of which shall be conditioned upon
                Employee’s execution of an Employee Severance and Release Agreement in a
                form similar to that shown in Exhibit A of this Agreement. Notwithstanding
                the foregoing, if all of the following occur, then Employee shall
                be
                entitled to receive, within fifteen (15) days following the Closing
                Date,
                an additional payment equal to the difference between $1,000,000
                and the
                Severance Payment that was previously paid to Employee: (i) Employee
                is
                employed in good standing with the Company through and including
                the date
                that the Company enters into a binding contract for a Change of Control
                transaction (the “Execution Date”); and (ii) Employee is terminated
                without Cause either (1) after the Execution Date but prior to the
                Closing
                Date, or (2) after the Election is made but prior to the end of the
                Transition Period; and (iii) Employee has complied with clause (ii)
                of
                Section 3(d) from the beginning of a sale or auction process that
                is
                reasonably likely to lead to a Change of Control (the “Sale Process”)
                through the date of termination of Employee’s employment; and (iv) the
                Closing Date occurs on or prior to December 31, 2008; and (v) the
                party
                with whom the Company engages in a Change of Control transaction
                is a
                party with respect to which the Employee was actively involved in
                the
                negotiation of the Sale Process prior to the date of termination
                of
                Employee’s employment; provided further that the Employee shall execute
                and deliver a “bring down” release as a condition for the receipt of such
                payment.

            


    

    


    
      
        
        

      

      
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    For
      the
      purpose of this Paragraph 5, any Bonus Compensation shall be deemed earned,
      vested and to become due, (a) with respect to the 2007 Targets, on December
      31,
      2007, provided that Employee is employed in good standing by the Company as
      of
      such date, and provided further that the Bonus Compensation with respect to
      the
      2007 Targets shall not be payable by the Company to Employee until February
      28,
      2008, and (b) with respect to the 2008 Targets, on December 31, 2008, provided
      Employee is employed in good standing by the Company as of such date, and
      provided further that the Bonus Compensation with respect to the 2008 Targets
      shall not be payable by the Company to Employee until February 28,
      2009.

    


    Employee
      acknowledges and agrees that, notwithstanding any provisions to the contrary
      contained in this Agreement, in the event that Employee becomes entitled to:
      (x)
      a Change of Control Payment, then Employee shall not be entitled to any payments
      under Section 5(a) or 5(c); or (y) a Severance Payment or other payment pursuant
      to Section 5(a) or 5(c), then Employee shall not be entitled to any Change
      of
      Control Payment.

    


    6.
      Non-Disclosure

    


    During
      the Term of Employment and at all times thereafter, Employee shall hold in
      a
      fiduciary capacity for the benefit of the Company, each Designated Affiliate
      and
      each of their affiliates, respectively, all secret or confidential information,
      knowledge or data, including, without limitation, trade secrets, identity of
      investments, identity of contemplated investments, business opportunities,
      valuation models and methodologies, relating to the business of the Company,
      the
      Designated Affiliates or their affiliates, and their respective business as,
      (i)
      obtained by Employee at any time during Employee’s employment by the Company and
      (ii) not otherwise in the public domain (“Confidential Information”). Employee
      also agrees to keep confidential and not disclose to any unauthorized Person
      any
      personal information regarding any controlling Person of the Company, the
      Designated Affiliates or any of their affiliates and any member of the immediate
      family of any such Person (and all such personal information shall be deemed
      “Confidential Information” for the purposes of this Agreement). Employee shall
      not, without the prior written consent of the Company: (i) except to the extent
      compelled pursuant to the order of a court or other body having jurisdiction
      over such matter or based upon the advice of counsel that such disclosure is
      legally required, communicate or divulge any Confidential Information to anyone
      other than the Company and those designated by the Company; or (ii) use any
      Confidential Information 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, other appropriate remedy or
      other reliable assurance that confidential treatment will be accorded any
      Confidential Information disclosed pursuant to the terms of this
      Agreement.

    


    
      
        
        

      

      
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    In
      no
      event shall Employee during or after his employment hereunder, disparage the
      Company, the Designated Affiliates, any controlling Person of the Company,
      the
      Designated Affiliates, their respective affiliates and family members or 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 Term of Employment, whether or not patentable and
      whether or not on the Company’s time or with the use of the Company’s facilities
      or materials, shall be the property of the Company and shall be promptly 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 and to enable to the Company, at its
      expense, to secure and maintain domestic and/or foreign patents or any other
      rights for such Inventions. 

    


    7.
      Non-Compete

    


    (a)
      During the Term of Employment and, unless Employee’s employment is terminated


    


    (x)
      by
      the Company without Cause, in which case this Section 7(a) shall terminate
      automatically and without notice, or 

    


    (y)
      by
      the Company in connection with a Change of Control, in which case this Section
      7(a) shall terminate automatically and without notice 60 days following the
      Closing Date, or 

    


    (z)
      for
      the reason set forth in Section 4(a) above (i.e., Expiration Date), in which
      case this Section 7(a) shall terminate automatically and without notice if,
      but
      only if Employee has delivered to the Company, no later than ninety (90) days
      prior to the Expiration Date, a written notice, in form and substance
      satisfactory to the Company, certifying that (i) Employee’s employment with the
      Company shall terminate on the Expiration Date, (ii) Employee has at all times
      during the Term of Employment complied with the Exclusivity Obligation and
      (iii)
      Employee shall, from the date of such notice through and including the
      Expiration Date, continue to comply with the Exclusivity Obligation,


    


    
      
        
        

      

      
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    for
      a
      period of one (1) year following the last day of Employee’s employment by the
      Company, Employee will not, either directly or indirectly, as principal, agent,
      owner, employee, partner, investor, shareholder (other than solely as a holder
      of not 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 any financial interest in or provide,
      directly or indirectly, financial assistance to or lend money to or guarantee
      the debts or obligations of any Person carrying on or engaged in the hotel
      or
      casino business in or within one hundred (100) miles of the Stratosphere Hotel
      and Casino.

    


    For
      the
      avoidance of doubt, nothing in this Agreement will prohibit Employee from
      investing in the securities of private companies in which he does not
      participate in the management (either as an employee, officer or director),
      provided that such investment has been cleared in accordance with all investment
      or insider trading policies applicable to Employee or to the Other Activity
      as
      outlined in Section 1 of this Agreement.

    


    (b)
      Employee covenants and agrees with the Company and its subsidiaries that, during
      Employee’s employment by the Company and for one (1) year following the last day
      of Employee’s employment by the 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, any Designated
                Affiliate or any of their subsidiaries or affiliates, any customer,
                client
                or any Person in the habit of dealing with any of the
                foregoing;

            


    

    


    
      	 	
              (ii)

            	
              interfere
                with, entice away or otherwise attempt to obtain the withdrawal of
                any
                employee of the Company, any Designated Affiliate or any of their
                subsidiaries or affiliates; or

            


    

    


    
      	 	
              (iii)

            	
              advise
                any Person not to do business with the Company, any Designated Affiliate
                or any of their subsidiaries or
                affiliates.

            


    

    


    Employee
      represents to and agrees with the Company that the enforcement of the
      restrictions contained 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 to protect the legitimate
      interests of the Company. Employee agrees that the remedy of damages for any
      breach by Employee of the provisions of either of these sections may be
      inadequate and that the Company shall be entitled to injunctive relief, without
      posting any bond. In the event the terms of this Section 7 shall be determined
      by any court of competent jurisdiction to be unenforceable by reason of its
      extending for too great a period of time or over too great a geographical area
      or by reason of its being too extensive in any other respect, it will be
      interpreted to extend only over the maximum period of time for which it may
      be
      enforceable, over the maximum geographical area as to 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 section
      constitutes an independent and separable covenant that shall be enforceable
      notwithstanding any right or remedy that the Company may have under any other
      provision of this Agreement or otherwise.

    


    
      
        
        

      

      
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    8.
      Benefits

    


    During
      the Term of Employment, Employee shall be entitled to receive certain healthcare
      and other similar employee welfare benefits (including eligibility to
      participate in the Executive Medical Reimbursement Plan provided by the Company)
      comparable to those received by other employees of the Company at a similar
      pay
      level and/or position with the Company as such may be provided by the Company
      in
      its sole and absolute discretion from time to time, which shall include 20
      business days paid vacation per calendar year, which shall accrue at the rate
      of
      1.67 days per each calendar month. 

    


    In
      the
      event that, during the Term of Employment, the Company awards to its executives
      stock options or restricted stock in anticipation of a public offering, Employee
      shall be eligible to receive an award of such options or restricted stock
      comparable to that received by other employees at a similar pay level and/or
      position with the Company; provided, however, that the decision to make any
      such
      award to Employee and the amount of any such award shall be subject to the
      review and approval of the Board, in its sole and absolute discretion. This
      provision will not be applicable in the event of a Change of Control and will
      not be binding on the Company or any Acquiring Person following the occurrence
      of a Change of Control.

    


    9.
      Definitions

    


    For
      purposes of this Agreement only, the following definitions shall
      apply:

    


    "Beneficial
      Owner"
      has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
      Exchange Act, except that in calculating the beneficial ownership of any
      particular "person" (as that term is used in Section 13(d)(3) of the Exchange
      Act), such "person" will be deemed to have beneficial ownership of all
      securities that such "person" has the right to acquire by conversion or exercise
      of other securities, whether such right is currently exercisable or is
      exercisable only after the passage of time. The terms "Beneficially Owns" and
      "Beneficially Owned" have a corresponding meaning. 

    


    “Change
      of Control”
      means: (i) the consummation of any transaction (including, without limitation,
      any merger or consolidation), the result of which is that any Person, other
      than
      Carl Icahn or the Related Parties, becomes the Beneficial Owner, directly or
      indirectly, of more than 50% of the Voting Stock of the Company, measured by
      voting power rather than number of shares; or (ii) the sale, transfer or other
      disposition of all or substantially all of the assets of the Company; or (iii)
      the sale, transfer or other disposition of all of the Company’s interest in the
      Stratosphere Las Vegas Hotel & Casino (the “Stratosphere”); it being
      understood and agreed that the direct or indirect sale, transfer or other
      disposition of any one or more individual properties of the Company shall in
      no
      event constitute a Change of Control under the foregoing clause (ii), unless
      such transaction includes the sale, transfer or other disposition of all of
      the
      Company’s interest in the Stratosphere. 

    


    
      
        
        

      

      
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    “Closing
      Date”
      means
      the later of the following dates: (i) the closing of the Change of Control
      transaction; or (ii) the transfer of funds from the Change of Control
      transaction to Carl Icahn or the Related Parties.

    


    “EBITDA”
      means, with respect to the Company net income, plus (i) net interest expense
      (which includes interest expense and interest income), (ii) provision for income
      tax (or less income tax benefit), and (iii) depreciation and amortization,
      calculated in a manner consistent with the preparation of the Company’s most
      recent financial statements.

    


    “Exchange
      Act”
      means the Securities Exchange Act of 1934, as amended, and any successor
      thereto.

    


    “Person”
      means any individual, entity or group within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than employee
      benefit plans sponsored or maintained by the Company or by entities controlled
      by the Company. 

    


    “Related
      Parties"
      means: (1) Carl Icahn, any spouse and any child, stepchild, sibling or
      descendant of Carl Icahn; (2) any estate of Carl Icahn or of any person
      identified in clause (1); (3) any person who receives a beneficial interest
      in
      any estate identified in clause (2) to the extent of such interest; (4) any
      executor, personal administrator or trustee who holds such beneficial interest
      in the Company for the benefit of, or as fiduciary for, any person identified
      in
      clauses (1), (2) or (3) to the extent of such interest; (5) any corporation,
      partnership, limited liability company, trust, or similar entity, directly
      or
      indirectly owned or controlled by Carl Icahn or any other person or persons
      identified in clauses (1), (2), (3) or (4); and (6) any not-for-profit entity
      not subject to taxation pursuant to Section 501(c)(3) of the Internal Revenue
      Code or any successor provision to which Carl Icahn or any person identified
      in
      clauses (1), (2), (3) or (4) above contributes his beneficial interest in the
      Company or to which such beneficial interest passes pursuant to such person’s
      will.

    


    “Transition
      Period” means
      60 days following a Change of Control.

    


    "Voting
      Stock"
      means, with respect to any Person that is (a) a corporation, any class or series
      of capital stock of such Person that is ordinarily entitled to vote in the
      election of directors thereof at a meeting of stockholders called for such
      purpose, without the occurrence of any additional event or contingency, (b)
      a
      limited liability company, membership interests entitled to manage, or to elect
      or appoint the Persons that will manage the operations or business of the
      limited liability company, or (c) a partnership, partnership interests entitled
      to elect or replace the general partner thereof.

    


    10.
      Miscellaneous

    


    
      	 	
              (a)

            	
              This
                Agreement constitutes the entire agreement between the parties with
                respect to the subject matter hereof and supersedes all previous
                written,
                and all previous or contemporaneous oral negotiations, understandings,
                arrangements, and agreements.

            


    

     

    
      
        
        

      

      
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              (b)

            	
              This
                Agreement and all of the provisions hereof shall inure to the benefit
                of
                and be binding upon the legal representatives, heirs, distributees,
                successors (whether by merger, operation of law or otherwise) and
                assigns
                of the parties hereto; provided, however, that Employee may not delegate
                any of Employee’s duties hereunder, and may not assign any of Employee’s
                rights hereunder, without the prior written consent of the Company,
                which
                may be withheld in its sole and absolute discretion. Without limiting
                the
                foregoing, Employee acknowledges and agrees that the Company shall
                have
                the right (but no obligation) to assign this Agreement, in connection
                with
                or in anticipation of a Change of Control, any sale or transfer of
                assets
                or equity or otherwise, to any Person (including, without limitation,
                to
                an Acquiring Person or to any Person that acquires directly or indirectly
                any one or more properties of the Company). If elected by the Company,
                upon any such assignment, all references herein to the Company shall
                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
                accordance with the laws of the United States applicable thereto
                and the
                internal laws of the State of New
                York.

            


    

    


    
      	 	
              (d)

            	
              Employee
                covenants and represents that he is not a party to any contract,
                commitment or agreement, 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 prevent or restrict
                him
                from entering into and performing his obligations under this Agreement,
                including without limitation any contract, commitment, agreement,
                rule or
                regulation relating to the Other
                Activity.

            


    

    


    
      	 	
              (e)

            	
              Employee
                acknowledges that he has had the assistance of legal counsel in reviewing
                and negotiating this Agreement.

            


    

    


    
      	 	
              (f)

            	
              This
                Agreement shall be deemed drafted equally by both the parties. Its
                language shall be construed as a whole and according to its fair
                meaning.
                Any presumption or principle that the language is to be construed
                against
                any party shall not apply. The headings in this Agreement are only
                for
                convenience and are not intended to affect construction or interpretation.
                Any references to paragraphs, subparagraphs, sections or subsections
                are
                to those parts of this Agreement, 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 10 hereunder (which shall survive
                termination), shall terminate upon Employee ceasing to be an employee
                of
                the Company for any reason. 

            


    

     

    
      
        
        

      

      
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              (h)

            	
              In
                the event of the death of Employee during the Term of Employment,
                Employee’s heir shall be entitled to receive all payments otherwise
                earned, vested, due and unpaid to Employee from the Company pursuant
                to
                the terms and conditions of this Agreement as of the date of Employee’s
                death.

            


    

    


    
      	 	
              (i)

            	
              Employee
                acknowledges and agrees that he shall be solely responsible for the
                payment of all federal, state and other income taxes, excise taxes
                and
                other taxes that may be payable from time to time by Employee with
                respect
                to all payments or benefits earned or received by or payable to Employee
                under this Agreement (whether consisting of Base Salary, Bonus
                Compensation, Severance Payment, Change of Control 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 account
                of, with
                respect to, in mitigation of, or as a set-off against, such taxes.
                Without
                limiting the foregoing, if it is determined that any amount, right
                or
                benefit paid or payable (or otherwise provided or to be provided)
                to
                Employee by the Company or any of its affiliates under this Agreement
                or
                any other plan, program or arrangement under which Employee participates
                or is a party (whether consisting of Base Salary, Bonus Compensation,
                Severance Payment, Change of Control Payment, or otherwise), would
                constitute an “excess parachute payment” within the meaning of Section
                280G of the Internal Revenue Code, as amended (the “Code”), subject to the
                excise tax imposed by Section 4999 of the Code, as amended from time
                to
                time (the “Excise Tax”), then Employee shall be solely responsible for the
                payment of the Excise Tax and shall not be entitled to receive any
                “gross-up payments” or other additional payments from the Company or its
                affiliates on account of, with respect to, in mitigation of, or as
                a
                set-off against, such Excise Tax.

            


    

    


    
      
        
        

      

      
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        	American Casino
&
                Entertainment Properties LLC	 	 	 
	 	 	 	 	 
	By:	/s/
                Denise Barton	 	 	 
	 	Name: Denise Barton	 	 	 
	 	Title: CFO	 	 	 


      

       

      
        	EMPLOYEE:	 	 	 
	 	 	 	 	 
	By:	/s/
                Richard P. Brown	 	 	 
	 	Richard P. Brown	 	 	 


      

       

    

    [Signature
      page to Employment Agreement between American Casino & Entertainment
      Properties LLC and Richard P. Brown]

    


    
      
        
        

      

      
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    EXHIBIT
      A

    


     

    
      
        	
                DRAFT

              


      

       

    

    ____________,
      200__

    


    Employee

    [Address]

    


    Re: Separation
      Agreement and Release of Claims

    


    Dear
      _________:

    


    Reference
      is hereby made to your Employment Agreement with American Casino &
Entertainment Properties LLC (ACEP) (the “Company”), dated _______, 2007 (the
“Employment Agreement”).

     

    This
      letter agreement (this “Agreement”), upon your signature, will constitute the
      agreement between you and the Company on the terms of your separation from
      employment with the Company.

     

    
      	 	
              1.

            	
              Your
                employment with the Company will be terminated effective ___________,
                200__, and you will be paid the applicable amounts set forth in the
                Employment Agreement.

            


    

     

    
      	 	
              2.

            	
              You
                agree that this consideration exceeds any payment, benefit, or other
                thing
                of value to which you otherwise would be entitled to absent this
                Agreement
                and the Employment Agreement. 

            


    

     

    
      	 	
              3.

            	
              As
                consideration and inducement to the Company to grant you the payment
                described in paragraph 1 above, you, for yourself, your heirs, executors,
                administrators and assigns (collectively, the “Releasors”),
                unconditionally release the Company, its parent, members, subsidiaries
                and
                affiliates, and its officers, directors, managers, agents and employees,
                including without limitation Carl C. Icahn (collectively, the
                “Releasees”), from any claims, charges, complaints or grievances of any
                nature whatsoever whether known or unknown, which you or any other
                Releasor has or ever have had against any Releasee by reason of any
                actual
                or alleged act, omission, transaction, practice, conduct, occurrence,
                or
                other matter up to and including the “effective date” of this Agreement,
                as defined in paragraph 10 below, including but not limited to, (i)
                those
                arising under Title VII of the Civil Rights Act of 1964, as amended,
                42
                U.S.C. § 1981, the Fair Labor Standards Act, the Equal Pay Act, the Age
                Discrimination in Employment Act, as amended, the Americans with
                Disabilities Act, the Family Medical Leave Act, the Employee Retirement
                Income Security Act of 1974, the Civil Rights Act of 1991, as amended,
                the
                Worker Adjustment and Retraining Notification Act, as well as any
                other
                federal, state or local law (statutory or decisional), regulation
                or
                ordinance, and (ii) any tort and/or contract claims, including any
                claims
                of wrongful discharge, defamation, emotional distress, nonphysical
                injury,
                personal injury or sickness or other harm. You further agree not
                to
                institute any legal actions against any Releasee for any claim arising
                out
                of your employment or the termination thereof, excluding any claim
                to
                enforce your rights under this Agreement or for state unemployment
                benefits. You represent that you have not filed any complaints, claims,
                charges or actions against any Releasee with any federal, state or
                local
                agency or court based on actions occurring at any time up to the
                date of
                your execution of this Agreement.

            


    

     

    
      
        
        

      

      
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              4.

            	
              You
                agree to keep confidential and not to disclose to persons other than
                your
                family members, attorneys, accountants, personal advisors or authorities
                (as required) the facts and terms of this Agreement and the discussions
                leading up to the preparation and signature of this
                Agreement.

            


    

     

    
      	 	
              5.

            	
              You
                agree not to disclose any information (whether business or personal),
                trade secrets, knowledge or data relating to the business of the
                Company
                or its affiliates or relating to the person or persons who control
                the
                Company, obtained by you in the course of employment with the Company.
                You
                agree to not, without prior written consent of the Company, except
                to the
                extent compelled pursuant to the order of a court or other body having
                jurisdiction over such matter, communicate or divulge any such
                information, knowledge or data to anyone other than the Company and
                those
                designated by the Company. To the extent that you are requested to
                divulge
                such information and you believe that you are required to do so,
                you will
                immediately notify the Company of the facts and circumstances thereof
                and
                cooperate with the Company if it determines to attempt to assert
                that you
                are not so required.

            


    

     

    
      	 	
              6.

            	
              You
                agree that all processes, technologies and inventions including new
                contributions, improvements, ideas, discoveries, agreements, contracts,
                trademarks or trade names conceived, developed, invented, made or
                found by
                you alone or with other employees, during the period of your employment
                by
                the Company shall be and remain property of the
                Company.

            


    

     

    
      	 	
              7.

            	
              You
                agree and acknowledge that should you violate any term of this Agreement,
                the amount of damages that the Company, or any individual named or
                acknowledged in Section 3 would suffer as a result of such violation
                would
                be difficult to ascertain. You further agree and acknowledge that
                in the
                event of a breach of any term of this Agreement, the Company’s duty to
                provide you with any payments pursuant to this Agreement shall immediately
                cease, and, in addition to injunctive relief or any other damages,
                the
                Company, or individuals as outlined in this section above and in
                Section
                3, may recover all consideration paid pursuant to this Agreement,
                as well
                as all costs and expenses incurred by the Company in enforcing this
                Agreement or defending against a suit brought in violation of this
                Agreement, including damages and reasonable attorneys’
                fees.

            


    

     

    
      
        
        

      

      
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              8.

            	
              This
                Agreement and the Employment Agreement sets forth the entire agreement
                between you and the Company. There are no other written or verbal
                agreements. 

            


    

     

    
      	 	
              9.

            	
              You
                have forty five (45) days to consider this Agreement from the date
                that it
                was first given to you, although you may accept it at any time within
                the
                forty five (45) day period. You are advised to consult with an attorney
                to
                review this Agreement. 

            


    

     

    
      	 	
              10.

            	
              You
                have seven (7) days after signing this Agreement to revoke it by
                notifying
                _________ in writing, of such revocation within the seven (7) day
                period.
                However, if you do not revoke the agreement, it will become effective
                on
                the eighth day after you sign it (the “effective date”). To accept this
                Agreement, please date and sign this Agreement and return it to
                ___________ - _________ of American Casino & Entertainment Properties
                LLC (ACEP) c/o the Stratosphere Hotel, 2000 Las Vegas Blvd. S., Las
                Vegas,
                NV 89104. (An additional copy is enclosed for your records.)
                

            


    

     

    
      	 	
              11.

            	
              Notwithstanding
                any provisions to the contrary set forth in the Employment Agreement
                (including, without limitation, Sections 5(b) and 5(c) thereof),
                you
                hereby agree that no Change of Control Payment (as such term is defined
                in
                the Employment Agreement) or Severance Payment (as such term is defined
                in
                the Employment Agreement) shall be payable to you unless and until
                the
                “effective date” of this Agreement, as defined in paragraph 10 above,
                shall have occurred. 

            


    

     

    
      
        	 	 	 
	 	American
                Casino
                & Entertainment Properties, LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title 


      

       

    

    
      
        
        

      

      
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    I
      ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ALL OF
      ITS
      TERMS, INCLUDING THE FULL AND FINAL RELEASE OF CLAIMS SET FORTH HEREIN. I
      FURTHER ACKNOWLEDGE THAT I HAVE VOLUNTARILY ENTERED INTO THIS AGREEMENT, THAT
      I
      HAVE NOT RELIED UPON ANY REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT
      SET
      FORTH IN THIS AGREEMENT AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO HAVE
      THIS
      AGREEMENT REVIEWED BY MY ATTORNEY. I ALSO ACKNOWLEDGE THAT I HAVE BEEN AFFORDED
      A REASONABLE AMOUNT OF TIME TO CONSIDER THIS AGREEMENT. I FURTHER ACKNOWLEDGE
      THAT THE WAIVER AND RELEASE IN THIS AGREEMENT IS BEING REQUESTED IN CONNECTION
      WITH THE CESSATION OF MY EMPLOYMENT WITH THE COMPANY AND IN EXCHANGE FOR MY
      RECEIPT OF CONSIDERATION TO WHICH I OTHERWISE WOULD NOT BE
      ENTITLED.

     

    
      
        	 	 	 	 	 
	Dated:	 
	 	 	 
	 	 	 	 	 
	Signature:	 
                	 	 	
              


      

       

      
        
          
          

        

        
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    SCHEDULE
      1

    


    Examples
      for Section 5(b)

    


    Assume
      a
      Closing Date of October 31, 2007 or after 83.3% (10/12th) of the year would
      have
      been completed:

    


    (a)
      Assume EBITDA for this 10 month period is equals or exceeds $91.9 million but
      is
      less than $96.2 million

    


    Employee
      is entitled to Bonus Compensation for that portion of the year completed or
      83.3%:

     

    The
      full
      year Bonus Compensation for this range would have been $93,750,
      accordingly:

    


    $93,750
      x
      83.3% partial year = $78,095 bonus

     

    (b)
      Assume EBITDA for this 10 month period equals or exceeds $96.2 million but
      is
      less then $98.8 million

    


    Employee
      is entitled to Bonus Compensation for that portion of the year completed or
      83.3%:

     

    The
      full
      year Bonus Compensation for this range would have been $168,752,
      accordingly:

    


    $168,750.
      x 83.3% partial year = $140,570 bonus

    


    (c)
      Assume EBITDA equals or exceeds between $98.8 million but is less than $105.6
      million, then Bonus Compensation would be determined as follows:

    


    Employee
      is entitled to Bonus Compensation for that portion of the year completed or
      83.3%:

    


    The
      full
      year Bonus Compensation for this range would have been $262,500,
      accordingly:

    


               
      $262,500.00 x 83.3% partial year = $218,663 bonus.

    


    (d)
      Assume EBITDA equals or exceeds $105.6 million, then Bonus Compensation would
      be
      determined as follows:

    


    
      
        
        

      

      
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    Employee
      is entitled to Bonus Compensation for that portion of the year completed or
      83.3%:

    


    The
      full
      year Bonus Compensation for this range would have been $387,500;
      accordingly:

     

    $387,500
      x 83.3% partial year = $322,788

     

    (e)
      Assume actual EBITDA for this 10 month period is $91.4 million

    


    Actual
      EBITDA is 99.5% of budget and does not meet Bonus Compensation Target.
      Therefore, no Bonus Compensation paid.

    


    (f)
      Assume actual EBITDA for this 10 month period is $91.4 million but EBITDA is
      ahead of budget for November and December and totals $107 million for
      2007

    


    Actual
      EBITDA is 99.5% of budget at time of sale and does not meet Bonus Compensation
      Target. Therefore, no Bonus Compensation paid. The fact that the annual budget
      is met as a result of above budget months in November and December is
      irrelevant.

     

    If
      closing takes place before the 15th of the month the next earlier completed
      month will be used for bonus calculations

    


    Partial
      year EBITDA Targets and applicable bonus payout ranges month by month, assuming
      closing as
      of the
      end of each month.

    


    
      	
              Cumulative
                

              Ebitda
                

            	
              Targets
                

            	 	 	 	 	 
	 	
              0-4.7169%
                

            	
              4.7169-7.499%

            	
              7.5-14.999%

            	
              15%
                and over

            	
            	 
	 	
              $93,750

            	
              +75,000

            	
              +93,750

            	
              +125,000

            	 	 
	
              (millions)

            	
              ’07
                Budget

            	 	 	 	 	 
	
              January

            	
              $
                7.6 

            	
              $7.9

            	
              $8.1

            	
              $8.7

            	 	 
	
              February

            	
              17.9

            	
              18.8

            	
              19.3

            	
              20.6

            	 	 
	
              March

            	
              31.6

            	
              33.1

            	
              34.0

            	
              36.4

            	 	 
	
              April

            	
              43.3

            	
              45.3

            	
              46.5

            	
              49.8

            	 	 
	
              May

            	
              53.1

            	
              55.7

            	
              57.2

            	
              61.2

            	 	 
	
              June

            	
              60.7

            	
              63.6

            	
              65.2

            	
              69.8

            	 	 
	
              July

            	
              68.1

            	
              71.3

            	
              73.2

            	
              78.3

            	 	 
	
              August

            	
              75.3

            	
              78.9

            	
              81.0

            	
              86.7

            	 	 
	
              September

            	
              82.8

            	
              86.7

            	
              89.0

            	
              95.2

            	 	 
	
              October

            	
              91.9

            	
              96.2

            	
              98.8

            	
              105.6

            	 	 
	
              November

            	
              99.3

            	
              104.0

            	
              106.8

            	
              114.2

            	 	 
	
              December

            	
              106.0

            	
              111.0

            	
              114.0

            	
              121.9

            	 	 


    

     

    
      
        
        

      

      
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