0001117768-08-000210 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)

This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2008, between Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).

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Amendment No. 1 to Security Agreement
Security Agreement • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York

AMENDMENT NO. 1, dated as of April 30, 2008 (this “Amendment”), to the Security Agreement, dated as of March 31, 2006, among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company, and the holder or holders of the Company’s Senior Secured Notes due January 1, 2010 in the original aggregate principal amount of $5,000,000, signatory thereto, their endorsees, transferees and assigns (the “Security Agreement”).

FIRST AMENDMENT TO AGREEMENT
First Amendment to Agreement • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada

This First Amendment to Agreement (this “Amendment”) is made and entered into to be effective as of August 15, 2008, by and among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and IGT, a Nevada corporation (the “IGT”).

Amendment No. 1 to SUBSIDIARY GUARANTEE
Subsidiary Guarantee • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York

AMENDMENT NO. 1, dated as of April 30, 2008 (this “Amendment”), to the Subsidiary Guarantee, dated as of March 31, 2006, made by each of the Guarantors, in favor of the Purchasers under the Purchase Agreement (the “Subsidiary Guarantee”).

AGREEMENT
Agreement • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada

AGREEMENT (this “Agreement”) dated as of July 17, 2008, is by and among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and IGT, a Nevada corporation (the “IGT”).

AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE DUE JANUARY 1, 2010
Securities Purchase Agreement • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York

WHEREAS, on March 31, 2006, Las Vegas Gaming, Inc., a Nevada corporation, having a principal place of business at 4000 W. Ali Baba Lane, Las Vegas, 89118 (the "Company”), entered into a Securities Purchase Agreement dated as of March 31, 2006 (the “Purchase Agreement”), with CAMOFI Master LDC or its registered assigns (the “Holder”), pursuant to which the Company sold to Holder, and Holder acquired from the Company, a Senior Secured Note due January 1, 2008 in the original aggregate principal amount of $5,000,000 (the “Original Note”);

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