EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of October 15, 2007, by and between COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited liability company d/b/a Las Vegas Hilton (the ?Company?), and JOSEPH DEROSA (?Executive?).

WITNESSETH:

WHEREAS, the Company hereby employs Executive, and Executive hereby accepts employment from the Company in the capacity of Executive Vice President of Gaming Operations.

WHEREAS, Executive and the Company now desire to embody in this Agreement the terms and conditions of Executive?s employment with the Company, which terms and conditions shall supersede any prior oral and written agreements, arrangements and understandings relating to Executive?s employment.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1. SERVICES AND DUTIES. The Company hereby employs Executive, and Executive hereby accepts employment with the Company in the capacity of Executive Vice President of Gaming Operations. Executive shall be a full-time employee of the Company and shall dedicate all of Executive?s working time to the Company. During the Term of this Agreement, Executive shall have no other employment and no other business ventures, activities or relationships without first obtaining express written authorization from the Company. Such authorization may be granted or denied in the sole discretion of the Company. Executive shall report to the Chief Executive Officer and General Manager, and shall be responsible for all gaming operations (table games and race book) and table games marketing for the Company. Beginning April 1, 2007, Executive shall further become responsible for the slot operations of the Company. Executive shall also perform such duties as are required by the Company and normally associated with Executive?s position, together with such additional duties, commensurate with Executive?s position, as may be assigned to Executive from time to time by the Company. Executive shall perform his duties and responsibilities at the Company?s offices in Las Vegas; provided, however, that the Company shall have the right to require Executive to travel as necessary to perform Executive?s duties and responsibilities.

2. TERM. The term of this Agreement shall be for a period of three (3) years (the ?Initial Term?), beginning on October 15, 2007 (the ?Commencement Date?), subject to earlier termination pursuant to Section 6 herein. Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a ?Renewal Term?), unless the Company shall have provided to Executive or the Executive shall have provided to the Company at least one hundred eighty (180) days? written notice of non-renewal, in which event this Agreement shall expire at the end of the Initial Term or Renewal Term, as applicable. The Initial Term and all Renewal Terms shall be referred to as the ?Term? of this Agreement.

3. COMPENSATION.

(a) Base Salary. In consideration of Executive?s full and faithful satisfaction of Executive?s duties under this Agreement, the Company agrees to pay to Executive a salary at the rate of Three Hundred Thousand Dollars ($300,000.00) per annum (the ?Base Salary?), payable in such installments as the Company pays its similarly placed executives, subject to usual and customary deductions for withholding taxes and similar charges, and customary contributions to health and welfare programs in which Executive is enrolled. The Base Salary may be reviewed in accordance with Executive?s annual performance evaluation and adjusted at the Company?s sole discretion.

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