Stupak Bob · SC 13D/A · Stratosphere Corp · On 5/14/98 · EX-99.1

Filed On 5/14/98   ·   SEC File 5-46253   ·   Accession Number 950148-98-1290

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13d/A, Amendment #8                           9     35K 
 2: EX-99.1     Miscellaneous Exhibit                                 19     55K 

EX-99.1   ·   Miscellaneous Exhibit
Exhibit Table of Contents

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                                                                    EXHIBIT 99.1

SETTLEMENT AGREEMENT  

AND RELEASE   

   This Settlement Agreement ("SETTLEMENT AGREEMENT") and release is
entered into by and between the parties identified below, and on the dates      
identified below, and is intended to resolve the matters and disputes between   
the parties identified herein.                                                  

I   

THE SETTLING PARTIES  

         STRATOSPHERE CORPORATION ("STRATOSPHERE") is a Delaware corporation and
a DEBTOR and DEBTOR IN POSSESSION in Case Number BK-S-97-20554 GWZ before the   
United States Bankruptcy Court for the District of Nevada ( hereinafter         
referred to as the "BANKRUPTCY COURT"), doing business as among other names,    
the Stratosphere Hotel and Casino, a 1444 room hotel and casino operating       
within the City of Las Vegas, County of Clark, State of Nevada, and located at  
2000 South Las Vegas Boulevard, Las Vegas, Nevada 89104. (The hotel and casino  
referred to herein is hereinafter referred to as the "SUBJECT PROPERTY".)       

        STRATOSPHERE GAMING CORP. ("GAMING CORP.") is a Nevada corporation and
a DEBTOR and DEBTOR IN POSSESSION in Case Number BK-S-97-20555 GWZ (collectively
with Case Number BK-S-97-20554 GWZ hereinafter referred to as "BANKRUPTCY       
PROCEEDINGS") doing business as, among other names, the Stratosphere Hotel and  
Casino. (Hereinafter, Stratosphere and the Stratosphere Gaming Corp. will be    
collectively referred to as the "DEBTORS".)                                     

         GRAND CASINOS, INC. is a Minnesota corporation, authorized and licensed
to do business within the State of Nevada.                                      

       GRAND CASINOS RESORTS, INC. is a Minnesota corporation. (Hereinafter,
Grand Casinos, Inc. and Grand Casinos Resorts, Inc. will be collectively        
referred to as "GRAND".)                                                        

       LAS VEGAS VACATION CLUB, INC. is a Nevada corporation, authorized and

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licensed to do business within the State of Nevada.  (Hereinafter referred to   
as "LVVC")                                                                      

      BOB STUPAK ENTERPRISES, INC. is a Nevada corporation, authorized and
licensed to do business within the State of Nevada. (Hereinafter referred to as 
"BSE".)                                                                         

     BOB STUPAK is an individual residing within the State of Nevada who
previously was the sole proprietor of Vegas World Hotel and Casino and is the   
owner of 100% of the stock in BSE and LVCC. (Hereinafter, Las Vegas Vacation    
Club, Inc., Bob Stupak Enterprises, Inc., and Bob Stupak will be collectively   
referred to as "STUPAK", unless otherwise noted.)                               

        RICHARD DUNCAN is an individual residing in the State of Minnesota and
the Class Representative for the SETTLEMENT CLASS in the BANKRUPTCY ACTION (as  
defined below).                                                                 

     THE SETTLEMENT CLASS consists of all persons or entities, including
Richard Duncan, to be certified in the BANKRUPTCY ACTION (defined below) and the
NEVADA STATE ACTION (defined below). This definition of "SETTLEMENT CLASS" is   
meant to be interpreted in the broadest possible context and is to include,     
without limitation, all persons, approximately 19,000 in number, to whom notice 
of the BANKRUPTCY ACTION was previously sent, and any other persons who obtained
at any time, from any source, pre-paid vacations, of any length in duration, at 
the SUBJECT PROPERTY and/or the Vegas World Hotel and Casino, including, without
limitation, all those purchasers who submitted class proofs of claims in the    
BANKRUPTCY ACTION identified hereinbelow.                                       

     SHIRINIAN & ROITMAN is a Nevada general partnership, authorized and
doing business within the County of Clark, State of Nevada, licensed to practice
law within the State of Nevada, and attorneys of record for RICHARD DUNCAN and  
the SETTLEMENT CLASS.                                                           

       RUSING & LOPEZ, P.L.L.C. is an Arizona professional limited liability
corporation,                                                                    

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and attorneys of record for RICHARD DUNCAN and the SETTLEMENT CLASS.            
(Hereinafter Shirinian & Roitman and Rusing & Lopez will be collectively        
referred to as the "ATTORNEYS REPRESENTING THE SETTLEMENT CLASS".)              

    Andrew S. Blumen, Esq., Thomas Lettero, Thomas Bell, Robert Maheu,
David Wirshing, and Russell Lederman, individually, are current or former       
officers, directors or professionals of Debtors (collectively, the "DEBTORS     
INDIVIDUALS").                                                                  
II

THE DISPUTES

  By this SETTLEMENT AGREEMENT, the parties intend on settling and
resolving all disputes between the parties in the following actions:            

     1. That bankruptcy adversarial proceeding known as "Richard Duncan,
Individually and on behalf of all other similarly situated Claimants vs.        
Stratosphere Corporation and Stratosphere Gaming Corporation," United States    
Bankruptcy Court, District of Nevada, Adversarial No. 982008 ("BANKRUPTCY       
ACTION").                                                                       

2. That Nevada State court action known as "Richard Duncan,   
individually and on behalf of all others similarly situated vs. Bob and Jane Doe
Stupak, Bob Stupak Enterprises, Inc., Las Vegas Vacation Club, Inc., Grand      
Casinos, Inc., Grand Casinos Resorts, Inc., State of Nevada, County of Clark,   
Eighth Judicial District, Case Number A370127. ( The "NEVADA STATE ACTION" or   
together with THE BANKRUPTCY ACTION, the "ACTIONS".)                            

     3. That interpleader action commenced in the BANKRUPTCY PROCEEDINGS
entitled "The Bank of New York, Plaintiff vs. Stratosphere Corporation, a       
Delaware Corporation; Bob Stupak dba Vegas World Casino and Hotel; and Does 1-5,
inclusive, Defendants," and the cross claim Stratosphere Corporation v. Bob     
Stupak dba Vegas World Casino & Hotel", Adversary No. 972286 ("INTERPLEADER     
ACTION").                                                                       

         4. That certain Motion To Authorize; (1) Payment of Proof of Claim; (2)
Expenditure Outside The Ordinary Course of Business; and (3) To Deposit Monies  
in                                                                              

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Court Registry filed in the BANKRUPTCY PROCEEDINGS on February 10, 1998.        
("COMPEL MOTION") granted by the BANKRUPTCY COURT on March 19, 1998 ("COMPEL    
MOTION ORDER") .                                                                

   5. That certain complaint to compel turnover of property entitled
"Stratosphere Corporation a Delaware Corporation, Plaintiff vs. Robert Stupak,  
an individual, Defendant" filed in the BANKRUPTCY PROCEEDINGS as Adversary No.  
982041 on February 6, 1998. ("TURNOVER ACTION").                                

 III
PROCESS FOR APPROVAL BY NEVADA STATE COURT

 AND BANKRUPTCY COURT OF PROPOSED SETTLEMENT

        The parties to this SETTLEMENT AGREEMENT agree to cooperate in seeking
the establishment of the procedure satisfactory to all parties to this          
SETTLEMENT AGREEMENT to secure the complete and final dismissal, with prejudice,
of the ACTIONS in accordance with the terms of this Settlement Agreement. The   
parties shall further join in taking such steps as may be necessary, or as may  
be requested by either the BANKRUPTCY COURT or the Nevada State Court hearing   
the NEVADA STATE ACTION (hereinafter the "NEVADA STATE COURT"), and otherwise   
use their best efforts to effectuate the above, and the parties therefore agree 
as follows:                                                                     

         GRAND, STUPAK, and the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS have
convened a Nevada Rule of Civil Procedure 16(c) conference in the NEVADA STATE  
ACTION to discuss with the NEVADA STATE COURT the process described in this     
SETTLEMENT AGREEMENT for settling the NEVADA STATE COURT ACTION.                

   The general terms of this SETTLEMENT AGREEMENT having been deemed
acceptable by the NEVADA STATE COURT, GRAND, STUPAK, and the ATTORNEYS          
REPRESENTING THE SETTLEMENT CLASS will, within 5 (five) days of execution of    
this SETTLEMENT AGREEMENT, execute the following stipulations in a form         
acceptable to the NEVADA STATE COURT:                                           

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              Certification, for settlement purposes only, of a settlement
                  class in the NEVADA STATE ACTION under Nev. R. Civ. P.26(b)(3)
                 conforming to the definition of SETTLEMENT CLASS in Article I
                  of this SETTLEMENT AGREEMENT. This contemplated stipulation is
            conditional and shall be null and void in the event this
                 SETTLEMENT AGREEMENT is not approved by both the NEVADA STATE
                COURT and the BANKRUPTCY COURT pursuant to the provisions of
     Article III, Paragraph 4. This stipulation to the
              certification of a SETTLEMENT CLASS shall also be null and
           void if more than two hundred and fifty (250) potential
            SETTLEMENT CLASS members opt out of the SETTLEMENT CLASS
           certified in the NEVADA STATE ACTION. In the event that
                certification becomes null and void due to the provisions of
           this paragraph, GRAND and STUPAK will be deemed to have
                  preserved all their rights to challenge any further attempt to
certify a class in the NEVADA STATE ACTION. 

                Limited stay of the NEVADA STATE ACTION and the tolling of all
              discovery and other deadlines. Any party hereto may act to
                 lift the stay after ten (10) days of providing written notice
             to the other parties that settlement efforts have failed.

               Referral by the NEVADA STATE COURT to the BANKRUPTCY COURT of
                  the initial determination of the following with respect to the
NEVADA STATE ACTION.                        

                pre-approval of the settlement contemplated by this SETTLEMENT
AGREEMENT.                                  

           adequacy and method of notice to potential members of the
SETTLEMENT CLASS in the NEVADA STATE ACTION.  

                 (3) allowing the BANKRUPTCY COURT to conduct a fairness hearing

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            regarding the settlement contemplated by this SETTLEMENT
               AGREEMENT and a determination of the fee application by the
                 ATTORNEYS REPRESENTING THE SETTLEMENT CLASS in the BANKRUPTCY
                  PROCEEDINGS and NEVADA STATE ACTION together with the creation
                 by the BANKRUPTCY COURT of an Order and Findings of Fact with
       respect to the issues identified in this paragraph.

         3. DEBTORS and the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS agree to
expand the definition of the existing certified class in the BANKRUPTCY ACTION  
to correspond with the definition of the SETTLEMENT CLASS in Article I of this  
SETTLEMENT AGREEMENT and to provide identical notice to all potential members of
the SETTLEMENT CLASS in the BANKRUPTCY ACTION as is sent to potential members of
the SETTLEMENT CLASS in the NEVADA STATE ACTION including the right to opt out  
of the SETTLEMENT CLASS and to obtain an Order of the BANKRUPTCY COURT          
("BANKRUPTCY COURT CERTIFICATION ORDER") to that effect. DEBTORS and the        
ATTORNEYS REPRESENTING THE CLASS further agree to promptly seek an entry of a   
stipulated Order staying and tolling all discovery and other deadlines in the   
BANKRUPTCY ACTION pending the BANKRUPTCY COURT'S final approval hearing.        

      4. GRAND, STUPAK and the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS
agree that in addition to the conditions stated in Article IV, Paragraph 8 and  
Article V, the conditions precedent to the settlement contemplated by this      
SETTLEMENT AGREEMENT becoming effective are; (a) the issuance of a final        
non-appealable Order (the "STATE APPROVAL ORDER") by the NEVADA STATE COURT     
approving this settlement, with respect to the NEVADA STATE ACTION, and either  
adopting the BANKRUPTCY COURT'S ORDER and findings of fact pursuant to Article  
III, Paragraph 2.c. of this SETTLEMENT AGREEMENT, or entering a substantially   
similar order and findings of its own acceptable to each of the parties hereto; 
(b) the BANKRUPTCY COURT ORDER (the "RULE 7023 ORDER")                          

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approving this SETTLEMENT AGREEMENT pursuant to Rule 7023 becoming final and    
non-appealable; (c) approval by the BANKRUPTCY COURT of this SETTLEMENT         
AGREEMENT as a settlement and compromise pursuant to Bankruptcy Rule 9019 to be 
evidenced by an Order (the "9019 ORDER") and such 9019 ORDER becoming final and 
non-appealable; and (d) the absence of any collateral attack challenging this   
SETTLEMENT AGREEMENT due to the method of providing notice to the potential     
SETTLEMENT CLASS. Forty-eight (48) hours after all such conditions precedent    
have been satisfied, or by close of the next business day, whichever is later,  
shall be the "EFFECTIVE DATE" as and for GRAND, its affiliates, officers,       
directors, agents, employees, (all of the foregoing, both individually and in   
their corporate capacity), STUPAK and the SETTLEMENT CLASS.                     

        5. STUPAK, DEBTORS and THE ATTORNEYS REPRESENTING THE SETTLEMENT CLASS
agree that in addition to the conditions stated in Article V. A, B & C (2), the 
conditions precedent to the settlement contemplated by this SETTLEMENT AGREEMENT
becoming effective are (a) the RULE 7023 ORDER approving the SETTLEMENT         
AGREEMENT pursuant to RULE 7023 becoming final and non-appealable; and (b)      
approval by the BANKRUPTCY COURT of this SETTLEMENT AGREEMENT as a settlement   
and compromise pursuant to BANKRUPTCY RULE 9019 to be evidenced by the final and
non-appealable 9019 ORDER. Forty-eight hours after all such conditions are      
satisfied, or by close of the next business day, whichever is later, shall be   
the "EFFECTIVE DATE" as and for DEBTOR, DEBTORS INDIVIDUALS, their affiliates,  
agents, officers, directors and employees, (all of the foregoing, both          
individually and in their corporate capacity), STUPAK and the SETTLEMENT CLASS. 

IV
TERMS OF THE SETTLEMENT WITH

RICHARD DUNCAN AND THE CLASS

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       RICHARD DUNCAN, individually, and on behalf of and as a member of the
SETTLEMENT CLASS, the SETTLEMENT CLASS, and their agents, consultants,          
successors, experts, heirs, administrators, executors, and assigns, fully       
release and forever discharge, DEBTORS AND REORGANIZED DEBTORS, GRAND, STUPAK,  
and their respective affiliates, agents, directors, employees, officers, and    
subsidiaries both individually and in their corporate capacities of any and all 
liability, claims, demands, actions, or causes of action, of whatever kind or   
nature, arising out of or in any way connected with the ACTIONS, for and in     
consideration of the following:                                                 

      1. DEBTORS and REORGANIZED DEBTORS, hereby agree, to provide RICHARD
DUNCAN and the SETTLEMENT CLASS for use at the SUBJECT PROPERTY, now and in the 
future, under whatever name the SUBJECT PROPERTY shall be known by, or by       
whomever the SUBJECT PROPERTY shall be owned, managed or controlled by, use and 
enjoyment of the unredeemed hotel Room Nights, pre-paid by the SETTLEMENT CLASS,
and previously purchased as part of those STUPAK marketing programs known as    
"The Vacation Club", "The Stratosphere Club" and "The Stratosphere Tower Club", 
or otherwise, and purchased from STUPAK or his or its affiliates or agents.     
These unredeemed Room Nights as reflected in the records of STRATOSPHERE and    
STUPAK and as set forth in Exhibit A attached hereto, shall be provided without 
further costs or annual dues to the SETTLEMENT CLASS. Exhibit A shall include   
the total number of room nights available to each and every member of the       
SETTLEMENT CLASS to whom Class notice was previously sent, in the BANKRUPTCY    
ACTION, regardless of whether that member still has unredeemed vacation package 
benefits available or not. The actual number of Room Nights shall be ascertained
prior to this SETTLEMENT AGREEMENT being approved by the BANKRUPTCY COURT, and  
shall be set forth in Exhibit A in a form which provides sufficient data to     
determine the individual holder, the number of Room Nights the holder is        
entitled to, and any restrictions or limitations the SETTLEMENT CLASS MEMBERS   
were                                                                            

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subject to when they originally purchased these Room Nights. (Hereinafter, this 
portion of the Settlement Agreement shall be referred to as the "ROOM NIGHTS"   
portion of the settlement).                                                     

      Usage of the Room Nights due and owing the SETTLEMENT CLASS shall be
made based upon room availability at the SUBJECT PROPERTY. DEBTORS and their    
successors and/or assigns agree to use their best efforts to allow the          
SETTLEMENT CLASS members to utilize their ROOM NIGHTS on the dates requested by 
members of the SETTLEMENT CLASS, subject to reasonable business judgment, any   
use restrictions existing on the subject packages as originally sold, and       
excluding all major holiday weekends, Super Bowl weekend, and the COMDEX and CES
convention weeks. In no way, however, shall any member of the SETTLEMENT CLASS  
be deprived of the ultimate use of his/her ROOM NIGHTS as set forth in Exhibit  
A, even if this requires a reasonable extension of any relevant time period to  
utilize ROOM NIGHTS for any individual member of the SETTLEMENT CLASS' ROOM     
NIGHTS so long as he or she makes a valid request within the permitted time     
period for those remaining ROOM NIGHTS which request could not be satisfied by  
DEBTORS within the allowed time period.                                         

  2. While DEBTORS and REORGANIZED DEBTORS hereby agree that while
RICHARD DUNCAN and the SETTLEMENT CLASS are in use and enjoyment of the ROOM    
NIGHTS at the SUBJECT PROPERTY to be provided as part of this Settlement        
Agreement, DEBTORS and REORGANIZED DEBTORS agree to provide to RICHARD DUNCAN   
and the SETTLEMENT CLASS, without cost or monetary obligation, unlimited free   
alcoholic and/or non-alcoholic beverages, of any kind provided in the normal    
course, which are served at any bar then operated and located in the casino.    
(Hereinafter, this portion of the Settlement Agreement will be referred to as   
the "DRINKS").                                                                  

  3. While DEBTORS and REORGANIZED DEBTORS hereby agree that while
RICHARD DUNCAN and the SETTLEMENT CLASS are in use and enjoyment of the ROOM    

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NIGHTS at the SUBJECT PROPERTY to be provided as a part of this Settlement      
Agreement, DEBTORS and REORGANIZED DEBTORS agree to provide to each member of   
the SETTLEMENT CLASS, without cost or monetary obligation, with unlimited free  
access by that member of the SETTLEMENT CLASS via the elevators to the          
"Stratosphere Tower", or whatever name that tower of approximately one hundred  
and ten stories located upon the Subject Property is hereafter referred to as   
during that SETTLEMENT CLASS member's stay. (Hereinafter, this portion of the   
Settlement Agreement will be referred to as the "ELEVATIONS");                  

      4. The parties agree to the following timetable for disbursements of
the total cash proceeds of the settlement (the "Cash Proceeds"):                

        a. In the event no appeals or collateral attacks are filed challenging
the State Approval Order, the 9019 Order , the 7023 order, or the method of     
providing notice to the potential Settlement Class, the disbursement of the Cash
Proceeds shall occur as follows: upon the STATE APPROVAL ORDER becoming final   
(thirty [30] days after receipt of written notice of entry of the STATE APPROVAL
ORDER with no appeal filed), the 9019 ORDER becoming final (eleven [11] days    
after the 9019 Order is docketed with no appeal filed) and the RULE 7023 Order  
becoming final (eleven [11] days after the RULE 7023 ORDER is docketed with no  
appeal filed), together with receipt by counsel for GRAND and STUPAK of the     
stipulation of dismissal, with prejudice, of the NEVADA STATE ACTION (in the    
form attached hereto as Exhibit B) and signed by the ATTORNEYS REPRESENTING THE 
SETTLEMENT CLASS, and upon the release described in this Article IV and the     
GRAND/STUPAK RELEASE (as defined in Article V, Paragraph C below) becoming fully
effective, GRAND shall, within forty-eight (48) hours thereof, deposit by wire  
transfer the sum of $1,150,000 (One Million One Hundred Fifty Thousand Dollars),
in cash, and STUPAK shall, within forty-eight (48) hours thereof, or after May  
1, 1998, whichever is later, deposit by wire transfer the sum of $1,150,000 (One
Million One Hundred                                                             

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Thousand Dollars), in cash to the Shirinian & Roitman Class Action Trust        
Account. DEBTORS shall instruct the escrow to, within five (5) business days of 
the Effective Date as defined in Article III, Paragraph 5, wire transfer the sum
of $700,000 (Seven Hundred Thousand Dollars), in cash from the funds deposited  
with the Bankruptcy Court registry in the Interpleader Action, into the         
"Shirinian & Roitman Class Action Trust Account." The ATTORNEYS REPRESENTING THE
SETTLEMENT CLASS SHALL PROVIDE the account number in writing to Grand, Stupak   
and the Debtors and confirm deposit of each parties' contribution of the same,  
in writing by same day facsimile and by copy of deposit receipt, to all counsel 
for all parties to this SETTLEMENT AGREEMENT.                                   

    b. In the event an appeal is filed in either the BANKRUPTCY ACTION
and/or the NEVADA STATE ACTION, GRAND, STUPAK, and the DEBTORS or REORGANIZED   
DEBTORS shall deposit by wire transfer within 48 hours of the filing of the     
notice of appeal, or 30 days after STATE COURT APPROVAL, whichever is later,    
there above-stated respective contributions ($3,000,000 in total - the CASH     
PROCEEDS) into a segregated, interest-bearing, trust account to be opened with  
Nevada Title, Nevada Title acting as trustee over said funds. The ATTORNEYS     
REPRESENTING THE SETTLEMENT CLASS shall be responsible for opening said interest
bearing trust account upon notice of appeal being filed, and notifying GRAND,   
STUPAK and the DEBTORS or REORGANIZED DEBTORS of the account number of said     
interest-bearing trust account. In the event that any Appeals Court overturns   
and/or modifies the STATE APPROVAL ORDER, the 9019 ORDER and/or the 7023 ORDER, 
and said Appeals Court order becomes final and nonappealable, the balance of the
trust account shall be paid, within forty-eight (48) hours by wire transfer     
deposit, to the designated accounts of GRAND, STUPAK and the DEBTORS or         
REORGANIZED DEBTORS in an amount equal to the respective contributions of GRAND,
STUPAK, and the DEBTORS or REORGANIZED DEBTORS. In the event of denial or       
dismissal of all appeals of the STATE APPROVAL ORDER, the 9019 ORDER, and the   
7023 ORDER,                                                                     

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Nevada Title will be directed to deposit, within 48 hours by wire transfer, the 
balance of the trust account to the Shirinian and Roitman Class Action Trust    
Account for distribution by the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS as  
directed by the BANKRUPTCY COURT and/or the NEVADA STATE COURT.                 

       It is understood and agreed the ATTORNEYS REPRESENTING THE SETTLEMENT
CLASS will apply to the BANKRUPTCY COURT for payment of their fees and costs    
from the proceeds of the settlement described above at the time of application  
for the RULE 7023 ORDER. It is further understood the BANKRUPTCY COURT'S Order  
with respect to such fees is subject to review and approval by the NEVADA STATE 
COURT as provided in Article III, Paragraph 4 above. The ATTORNEYS REPRESENTING 
THE SETTLEMENT CLASS hereby agree to limit their recovery to an amount not to   
exceed the total cash proceeds of the settlement, (the "CASH PROCEEDS") in the  
amount of $3,000,000 (Three Million Dollars) and agree not to seek recovery of  
any additional attorneys' fees and costs in excess of the CASH PROCEEDS, or to  
claim any right to recover any portion, share or percentage of the ROOM NIGHTS, 
DRINKS and/or ELEVATIONS portions of this SETTLEMENT AGREEMENT, or condition    
final approval of this SETTLEMENT AGREEMENT upon approval of said attorneys'    
fees. GRAND, STUPAK, and DEBTORS further agree not to object to the application 
by the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS for recovery of their        
attorneys' fees and costs to the extent the application conforms to this        
SETTLEMENT AGREEMENT.                                                           

     5. The costs incurred in administrating the ROOM NIGHTS, DRINKS and
ELEVATIONS portion of this SETTLEMENT AGREEMENT, shall be borne solely by the   
then owner of the SUBJECT PROPERTY, whether DEBTORS or otherwise. It is         
understood that DEBTORS are only responsible to provide CLASS MEMBERS the       
benefits set forth in this SETTLEMENT AGREEMENT, and as set forth in detail in  
Exhibit A, and are not responsible for any dispute resolution, including but not
limited to CLASS MEMBER disputes claiming                                       

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more ROOM NIGHTS than set forth in Exhibit A or requests for refunds. It is     
further understood by all parties hereto that in no event will Grand have any   
obligations whatsoever for ROOM NIGHTS, DRINKS or ELEVATIONS.                   

      6. Honoring of the ROOM NIGHTS, DRINKS and ELEVATIONS portion of the
settlement by the DEBTORS or REORGANIZED DEBTORS, subject to Article V,         
Paragraphs A and B, shall begin no later than thirty (30) days after the 9019   
ORDER and the RULE 7023 ORDER becoming final and non-appealable (whichever is   
later), and shall continue until fully satisfied on the terms, conditions,      
benefits and limitations as RICHARD DUNCAN and the SETTLEMENT CLASS were subject
to by contract relative to the ROOM NIGHTS, DRINKS and ELEVATIONS portion of the
settlement at the time originally purchased, and as further described and/or    
limited hereinabove. Any time limitations found in any contract for purchase by 
RICHARD DUNCAN and the SETTLEMENT CLASS of pre-paid vacations from STUPAK, or   
otherwise, are hereby, however, deemed extended by a time period equal to the   
period from the original "cancellation" of the pre-paid vacation packages       
(January 13, 1997) to the date upon which the DEBTORS and REORGANIZED DEBTORS   
begin honoring the ROOM NIGHTS, DRINKS, and ELEVATIONS portions of the          
SETTLEMENT AGREEMENT. In no way however shall this extension be seen in any way 
as a limitation on the right of any individual member of the SETTLEMENT CLASS to
utilize his ROOM NIGHTS, as such right is described in Article IV, Paragraph 1  
of this SETTLEMENT AGREEMENT.                                                   

     7. This SETTLEMENT AGREEMENT, in its entirety, and all Court Orders
approving it, shall be binding upon all current and subsequent owners of the    
SUBJECT PROPERTY, their successors in interest, and/or assigns. Debtors shall   
cause a Memorandum of this SETTLEMENT AGREEMENT to be recorded upon the SUBJECT 
PROPERTY as provided in the Escrow Instructions attached as Exhibit C hereto, so
as to provide notice to all of the property and contract rights of the          
SETTLEMENT CLASS in the SUBJECT PROPERTY created                                

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by this Settlement Agreement. This Agreement shall remain in effect until the   
earlier of the use by the SETTLEMENT CLASS of all Room Nights to which the      
SETTLEMENT CLASS is entitled or January 1, 2009. It is understood by the parties
that the provisions of this paragraph have no force or effect with respect to   
the releases by the SETTLEMENT CLASS of GRAND and STUPAK following their        
compliance with Article IV, Paragraph 4 of this SETTLEMENT AGREEMENT.           

   8. This SETTLEMENT AGREEMENT is conditioned upon approval of this
SETTLEMENT AGREEMENT, in its entirety, by the BANKRUPTCY COURT with regard to   
DEBTORS, DEBTORS INDIVIDUALS, STUPAK and the SETTLEMENT CLASS, and with regard  
to GRAND, STUPAK and the SETTLEMENT CLASS, the approval of the BANKRUPTCY COURT 
and the NEVADA STATE COURT as provided in Article III, Paragraph 4 herein. As it
relates to GRAND and STUPAK, this SETTLEMENT AGREEMENT and the certification of 
the SETTLEMENT CLASS in the NEVADA STATE ACTION shall not be effective in the   
event more than two hundred and fifty (250) potential class members opt out of  
the SETTLEMENT CLASS to be certified in the NEVADA STATE COURT, absent waiver of
this condition by GRAND and STUPAK.                                             

V.
 TERMS OF THE SETTLEMENT BETWEEN STUPAK,

STRATOSPHERE AND GRAND

The parties to this SETTLEMENT AGREEMENT agree that the following conditions    
precedent for the settlement set forth in Article IV hereof, to be      
be effective, must be satisfied within five days of execution of this   
SETTLEMENT AGREEMENT:                                                   

      1. STUPAK AND DEBTORS will open an Escrow with Nevada Title Company,
3800 Howard Hughes Parkway, Las Vegas, Nevada 89109 ("Escrow Agent"), and       
deposit an executed copy of this SETTLEMENT AGREEMENT and Escrow instructions in
the form attached hereto as Exhibit C with the Escrow Agent.                    

  2. STUPAK and DEBTORS will execute and deliver to Escrow Agent a
stipulated Order in the form attached hereto as Exhibit D which shall be lodged 
in the                                                                          

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Interpleader Action upon the entry of the 9019 ORDER directing that upon        
entry of the Interpleader Order (i) all moneys, funds, and STRATOSPHERE         
stock (held by the Bank of New York) be immediately deposited with the          
BANKRUPTCY COURT registry; and (ii) the Bank of New York shall receive from such
moneys the immediate payment of attorneys' fees and costs in the amount of      
$2,021.03 and $1,250.00 in Escrow Fees. Upon the Effective Date as provided for 
in Article III, Paragraph 5, the balance of all such moneys, funds and          
STRATOSPHERE stock less the $700,000 paid directly to the Shirinian & Roitman   
Class Action Trust Account be released from the registry to Stratosphere and the
Interpleader Action shall be dismissed.                                         

    3. STUPAK will execute and deliver to the Escrow Agent a quitclaim
deed, transferring in fee simple, and free and clear of any and all deeds of    
trust, liens (except taxes not yet due and payable) and/or mortgages to         
STRATOSPHERE that real property in the County of Clark, State of Nevada,        
commonly identified as the property upon which the "Chester Stupak Center," is  
located (legally described in Exhibit E attached hereto) along with all         
appurtenances, fixtures and improvements thereon. DEBTORS hereby agree that so  
long as DEBTORS own the Chester Stupak Center, DEBTORS shall permit the City of 
Las Vegas to continue to use the Chester Stupak Center without payment of rent  
consistent with prior and current uses.                                         

        4. In partial consideration of the release by STUPAK to DEBTORS of the
stock on deposit with Bank of New York, as well as other consideration provided 
by STUPAK, DEBTORS and DEBTORS INDIVIDUALS to each other, DEBTORS, DEBTORS      
INDIVIDUALS and STUPAK will execute and enter into, and deliver to the Escrow   
Agent, a mutual release attached hereto as Exhibit E ("STUPAK/DEBTORS Release") 
of any and all claims any of these parties may have against each other, or      
against any of their current or former affiliates, officers, directors, agents  
and employees individually or in their corporate capacity, whether related to   
the ACTIONS, or otherwise, any adversarial claims, pending                      

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or contemplated or arising out of the ACTIONS or conduct, occurring prior to the
date of this SETTLEMENT AGREEMENT. The failure of any individual to sign this   
release shall have no effect on its enforceability and validity with regard to  
the release as to all other signing parties. In addition to other considerations
set forth in this agreement, the DEBTORS INDIVIDUALS release of STUPAK shall be 
deemed adequate consideration for STUPAK'S release of the DEBTORS INDIVIDUALS.  

   DEBTORS will prepare and file a motion to approve this SETTLEMENT
AGREEMENT with the BANKRUPTCY COURT pursuant to Bankruptcy Rule 9019.           

B.       STUPAK and DEBTORS agree that upon the Effective Date as defined in    
Article III, Paragraph 5 (unless waived by DEBTORS) the following will take     
place:                                                                          

1. The four individual proofs of claims filed by STUPAK in the
BANKRUPTCY PROCEEDINGS for unsecured claims in the amount of One Hundred and    
Twelve Million Dollars ($112,000,000), Three Hundred Thousand Dollars           
($300,000), Three Hundred and Fifty Thousand Dollars ($350,000), and Fifteen    
Million Dollars ($15,000,000), totaling $127,650,000 (One Hundred Twenty Seven  
Million, Six Hundred Fifty Thousand Dollars), will be deemed withdrawn with     
prejudice and of no further force and effect.                                   

        2. In partial consideration of receipt of the cash on deposit with the
Bank of New York, and all other considerations set forth in this SETTLEMENT     
AGREEMENT, DEBTORS and/or their successors-in-interest, affiliates, or assigns, 
jointly and severally, will be obligated to provide the ROOM NIGHTS, ELEVATIONS,
and DRINK portions of the settlement as set forth in Article IV of this         
SETTLEMENT AGREEMENT;                                                           

       3. The Escrow Agent shall: (i) record and deliver to STRATOSPHERE the
grant deed transferring the STUPAK CENTER to STRATOSPHERE; (ii) deliver to      
DEBTORS the INTERPLEADER Order; and (iii) deliver to DEBTORS, DEBTORS           
INDIVIDUALLY AND STUPAK the DEBTOR/STUPAK RELEASE; and                          

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         4. The TURNOVER ACTION shall be dismissed with prejudice and the COMPEL
MOTION ORDER deemed of no further force and effect and all moneys and other     
assets on deposit in the BANKRUPTCY COURT registry shall be released to DEBTORS 
with the exception of the $700,000 to be paid directly to the Shirinian &       
Roitman Class Action Trust Account.                                             

  The parties to the SETTLEMENT AGREEMENT agree that the following
conditions precedent must be satisfied for the settlement set forth in Article  
IV, hereof to be effective:                                                     

       Within five days of execution of this SETTLEMENT AGREEMENT, GRAND and
STUPAK and certain individuals will execute and deliver to the Escrow Agent, a  
mutual release in the form attached hereto as Exhibit F of any and all claims   
any party may have against each other, or any of their current or former        
affiliates, officers, directors, agents and employees individually or in their  
corporate capacity whether related to the ACTIONS, or otherwise (the            
"GRAND/STUPAK RELEASE"). The GRAND/STUPAK RELEASE will become fully effective   
once the STATE APPROVAL ORDER becomes a final non-appealable order as described 
in Article IV, Paragraph 4 above. The failure of any individual to sign this    
release shall have no effect on its enforceability and validity with regard to  
the release as to all other signing parties.                                    

      2.  Within five days of execution of this SETTLEMENT AGREEMENT, GRAND,
STUPAK, certain other individuals and certain of the DEBTORS INDIVIDUALS will   
execute and enter into a Joint Defense Agreement (the "JOINT DEFENSE AGREEMENT")
related to the certain securities litigation commonly referred to as Master File
No. CV-S-96-00708PMP (PLH) in a form acceptable to the parties thereto. The     
JOINT DEFENSE AGREEMENT will be effective upon its execution. Notwithstanding   
the foregoing, the parties to this SETTLEMENT AGREEMENT understand that a breach
of the Joint Defense Agreement shall not effect the obligations of the Parties  
under this                                                                      

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                                                                         Page 18

SETTLEMENT AGREEMENT.                                                           

       It is understood by the parties that this is a compromised settlement
of disputed claims, and that current and contemporaneous value has been given to
each other by all parties to this SETTLEMENT AGREEMENT. It is further understood
that the above-mentioned consideration for this SETTLEMENT AGREEMENT is not an  
admission of liability on the part of any party, and shall not be so construed. 

Upon payment of the settlement proceeds identified above after
applicable court approvals, the SETTLEMENT CLASS, the ATTORNEYS REPRESENTING THE
SETTLEMENT CLASS, and their collective agents, assigns, successors heirs and    
executors, jointly and severally,without further action or writing, fully       
release and forever discharge GRAND, STUPAK, DEBTORS, DEBTORS INDIVIDUALS and   
their current or former respective affiliates, agents, directors, employees,    
officers and subsidiaries, jointly and severally, of any and all liability,     
claims, actions or causes of action of whatever kind or nature, arising out of  
or in any way connected with the ACTIONS.                                       

The parties to this SETTLEMENT AGREEMENT, and the undersigned,
represent that they have the explicit authority to enter into this SETTLEMENT   
AGREEMENT on behalf of the parties they represent.                              

This Settlement Agreement may be executed in counter part allowing signature by 
facsimile.  Dated:                                                              
      ________________________
                               Richard Duncan, individually and on behalf of the
                   Class of similarly situated Claimants

Dated:             ________________________             
Ara Shirinian, Shirinian & Roitman, on behalf of        
                            Richard Duncan and the Class

Dated:             _______________________              
                 G. Todd Jackson, Rusing & Lopez, on
                    behalf of Richard Duncan and the Class

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                                                                         Page 19

Dated:               ________________________________________ 
                         Bob Stupak, individually and on behalf of Las
                     Vegas Vacation Club, Inc., and Bob Stupak
                           Enterprises, Inc., Vegas World Hotel and Casino

Dated:               ________________________________________ 
                    Print name:_____________________________
                    Title:     _____________________________

                     on behalf of Stratosphere Corporation and
     Stratosphere Gaming Corp.

Dated:               ________________________________________ 
                    Print Name:_____________________________
                    Title:     _____________________________

                On behalf of Grand Casinos, Inc. and
       Grand Casinos Resorts, Inc.

Dated:               ________________________________________ 
  Andrew S. Blumen, Esq.

Dated:               ________________________________________ 
Thomas Lettero      

Dated:               ________________________________________ 
Thomas Bell         

Dated:               ________________________________________ 
Robert Maheu        

Dated:               ________________________________________ 
David Wirshing      

Dated:               ________________________________________ 
Russell Lederman    

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		1/13/97		13
		2/6/98		4
		2/10/98		4
		3/19/98		4					SC 13D/A
		5/1/98		10
Filed On / Filed As Of		5/14/98
		1/1/9		14
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