**EXHIBIT
      10.3**



















NEITHER
      THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER
      APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES
      LAWS.  NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE
      HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED
      OF
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT
      OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS
      OF
      THE SECURITIES ACT.














**STOCK
      PURCHASE WARRANT**








To
      Purchase ________****Shares of Common Stock of









**LAS
      VEGAS GAMING, INC.**









THIS
      CERTIFIES that, for value received, __________________ (the “Holder”), is
      entitled, upon the terms and subject to the conditions hereinafter set forth,
      at
      any time on or after _______________________ (the “Initial Exercise Date”) and
      on or prior to the close of business on ______________________ (the “Termination
      Date”) but not thereafter, to subscribe for and purchase from Las Vegas Gaming,
      Inc., a corporation incorporated in Nevada (the “Company”), up to
      ______________________ (______) shares (the “Warrant Shares”) of $.001 par value
      Common Stock of the Company (the “Common Stock”).  The purchase price
      of the Common Stock (the “Exercise Price”) under this Warrant shall be $_____
      per share.




1




1.  Title
      to Warrant.  Prior to the Termination Date and subject to
      compliance with applicable laws, this Warrant and all rights hereunder are
      transferable, in whole or in part, at the office or agency of the Company by
      the
      holder hereof in person or by duly authorized attorney, upon surrender of this
      Warrant together with the Assignment Form annexed hereto properly
      endorsed.




2.  Authorization
      of Shares.  The Company covenants that all shares of Common Stock
      which may be issued upon the exercise of rights represented by this Warrant
      will, upon exercise of the rights represented by this Warrant, be duly
      authorized, validly issued, fully paid and nonassessable and free from all
      taxes, liens and charges in respect of the issue thereof (other than taxes
      in
      respect of any transfer occurring contemporaneously with such
      issue).




3.  Exercise
      of Warrant.  Except as provided in Section 4 herein, exercise of
      the purchase rights represented by this Warrant may be made at any time or
      times
      on or after the Initial Exercise Date, and before the close of business on
      the
      Termination Date by the surrender of this Warrant and the Notice of Exercise
      Form annexed hereto duly executed, at the office of the Company (or such other
      office or agency of the Company as it may designate by notice in writing to
      the
      registered holder hereof at the address of such holder appearing on the books
      of
      the Company) and upon payment of the Exercise Price of the shares thereby
      purchased by wire transfer or cashier’s check drawn on a United States bank, the
      holder of this Warrant shall be entitled to receive a certificate for the number
      of shares of Common Stock so purchased. Certificates for shares purchased
      hereunder shall be delivered to the holder hereof within twenty (20) Trading
      Days after the date on which this Warrant shall have been exercised as
      aforesaid. This Warrant shall be deemed to have been exercised and such
      certificate or certificates shall be deemed to have been issued, and Holder
      or
      any other person so designated to be named therein shall be deemed to have
      become a holder of record of such shares for all purposes, as of the date the
      Warrant has been exercised by payment to the Company of the Exercise Price
      and
      all taxes required to be paid by Holder, if any, pursuant to Section 5 prior
      to
      the issuance of such shares, have been paid.  If this Warrant shall
      have been exercised in part, the Company shall, at the time of delivery of
      the
      certificate or certificates representing Warrant Shares, deliver to Holder
      a new
      Warrant evidencing the rights of Holder to purchase the unpurchased shares
      of
      Common Stock called for by this Warrant, which new Warrant shall in all other
      respects be identical with this Warrant.







4.  Vesting
      Schedule.  The rights under this warrant shall vest ____%
      immediately and ____% thereafter.  No fractional shares or scrip
      representing fractional shares shall be issued upon the exercise of this
      Warrant.  As to any fraction of a share, which Holder would otherwise
      be entitled to purchase upon such exercise, the Company shall pay a cash
      adjustment in respect of such final fraction in an amount equal to the Exercise
      Price.




5.  Charges,
      Taxes and Expenses.  Issuance of certificates for shares of Common
      Stock upon the exercise of this Warrant shall be made without charge to the
      holder hereof for any issue or transfer tax or other incidental expense in
      respect of the issuance of such certificate, all of which taxes and expenses
      shall be paid by the Company, and such certificates shall be




2


issued
      in
      the name of the holder of this Warrant or in such name or names as may be
      directed by the holder of this Warrant; provided, however, that in the event
      certificates for shares of Common Stock are to be issued in a name other than
      the name of the holder of this Warrant, this Warrant when surrendered for
      exercise shall be accompanied by the Assignment Form attached hereto duly
      executed by the holder hereof; and the Company may require, as a condition
      thereto, the payment of a sum sufficient to reimburse it for any transfer tax
      incidental thereto.




6.  Closing
      of Books.  The Company will not close its shareholder books or
      records in any manner which prevents the timely exercise of this
      Warrant.




7.  Transfer,
      Division and Combination.  (a) Subject to compliance with any
      applicable securities laws, transfer of this Warrant and all rights hereunder,
      in whole or in part, shall be registered on the books of the Company to be
      maintained for such purpose, upon surrender of this Warrant at the principal
      office of the Company, together with a written assignment of this Warrant
      substantially in the form attached hereto duly executed by Holder or its agent
      or attorney and funds sufficient to pay any transfer taxes payable upon the
      making of such transfer.  Upon such surrender and, if required, such
      payment, the Company shall execute and deliver a new Warrant or Warrants in
      the
      name of the assignee or assignees and in the denomination or denominations
      specified in such instrument of assignment, and shall issue to the assignor
      a
      new Warrant evidencing the portion of this Warrant not so assigned, and this
      Warrant shall promptly be cancelled.  A Warrant, if properly assigned,
      may be exercised by a new holder for the purchase of shares of Common Stock
      without having a new Warrant issued.




(b)           This
      Warrant may be divided or combined with other Warrants upon presentation hereof
      at the aforesaid office of the Company, together with a written notice
      specifying the names and denominations in which new Warrants are to be issued,
      signed by Holder or its agent or attorney.  Subject to compliance with
      Section 7(a), as to any transfer which may be involved in such division or
      combination, the Company shall execute and deliver a new Warrant or Warrants
      in
      exchange for the Warrant or Warrants to be divided or combined in accordance
      with such notice.





(c)           The
      Company shall prepare, issue and deliver at its own expense (other than transfer
      taxes) the new Warrant or Warrants under this Section 7.





(d)           The
      Company agrees to maintain, at its aforesaid office, books for the registration
      and the registration of transfer of the Warrants.





8.  No
      Rights as Shareholder until Exercise.  This Warrant does not
      entitle the holder hereof to any voting rights or other rights as a shareholder
      of the Company prior to the exercise hereof.  Upon the surrender of
      this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares
      so purchased shall be and be deemed to be issued to such holder as the record
      owner of such shares as of the close of business on the later of the date of
      such surrender or payment.




9.  Loss,
      Theft, Destruction or Mutilation of Warrant.  The Company
      covenants that upon receipt by the Company of evidence reasonably satisfactory
      to it of the loss, theft, destruction or mutilation of this Warrant certificate
      or any stock certificate relating to the




3


Warrant
      Shares, and in case of loss, theft or destruction, of indemnity or security
      reasonably satisfactory to it (which shall not include the posting of any bond),
      and upon surrender and cancellation of such Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of such cancellation, in lieu of such Warrant or
      stock certificate.




10.  Saturdays,
      Sundays, Holidays, etc.  If the last or appointed day for the
      taking of any action or the expiration of any right required or granted herein
      shall be a Saturday, Sunday or a legal holiday, then such action may be taken
      or
      such right may be exercised on the next succeeding day not a Saturday, Sunday
      or
      legal holiday.




11.  Adjustments
      of Exercise Price and Number of Warrant Shares. (a) Stock Splits,
      etc. The number and kind of securities purchasable upon the exercise of this
      Warrant and the Exercise Price shall be subject to adjustment from time to
      time
      upon the happening of any of the following.  In case the Company
      shall: (i) pay a dividend in shares of Common Stock or make a distribution
      in
      shares of Common Stock to holders of its outstanding Common Stock, (ii)
      subdivide its outstanding shares of Common Stock into a greater number of shares
      of Common Stock, (iii) combine its outstanding shares of Common Stock into
      a
      smaller number of shares of Common Stock, or (iv) issue any shares of its
      capital stock in a reclassification of the Common Stock, then the number of
      Warrant Shares purchasable upon exercise of this Warrant immediately prior
      thereto shall be adjusted so that the holder of this Warrant shall be entitled
      to receive the kind and number of Warrant Shares or other securities of the
      Company which he would have owned or have been entitled to receive had such
      Warrant been exercised in advance thereof.  Upon each such adjustment
      of the kind and number of Warrant Shares or other securities of the Company
      which are purchasable hereunder, the holder of this Warrant shall thereafter
      be
      entitled to purchase the number of Warrant Shares or other securities resulting
      from such adjustment at an Exercise Price per Warrant Share or other security
      obtained by multiplying the Exercise Price in effect immediately prior to such
      adjustment by the number of Warrant Shares purchasable pursuant hereto
      immediately prior to such adjustment and dividing by the number of Warrant
      Shares or other securities of the Company resulting from such
      adjustment.  An adjustment made pursuant to this paragraph shall
      become effective immediately after the effective date of such event retroactive
      to the record date, if any, for such event.




(b)  Reorganization,
      Reclassification, Merger, Consolidation or Disposition of
      Assets.  In case the Company shall reorganize its capital,
      reclassify its capital stock, consolidate or merge with or into another
      corporation (where the Company is not the surviving corporation or where there
      is a change in or distribution with respect to the Common Stock of the Company),
      or sell, transfer or otherwise dispose of all or substantially all its property,
      assets or business to another corporation and, pursuant to the terms of such
      reorganization, reclassification, merger, consolidation or disposition of
      assets, shares of common stock of the successor or acquiring corporation, or
      any
      cash, shares of stock or other securities or property of any nature whatsoever
      (including warrants or other subscription or purchase rights) in addition to
      or
      in lieu of common stock of the successor or acquiring corporation (“Other
      Property”), are to be received by or distributed to the holders of Common Stock
      of the Company, then Holder shall have the right thereafter to receive, upon
      exercise of this Warrant, the number of shares of common stock of the successor
      or acquiring corporation or of the Company, if it is the surviving corporation,
      and Other Property receivable upon or as a result of such




4


reorganization,
      reclassification, merger, consolidation or disposition of assets by a holder
      of
      the number of shares of Common Stock for which this Warrant is exercisable
      immediately prior to such event.  In case of any such reorganization,
      reclassification, merger, consolidation or disposition of assets, the successor
      or acquiring corporation (if other than the Company) shall expressly assume
      the
      due and punctual observance and performance of each and every covenant and
      condition of this Warrant to be performed and observed by the Company and all
      the obligations and liabilities hereunder, subject to such modifications as
      may
      be deemed appropriate (as determined in good faith by resolution of the Board
      of
      Directors of the Company) in order to provide for adjustments of shares of
      Common Stock for which this Warrant is exercisable which shall be as nearly
      equivalent as practicable to the adjustments provided for in this Section
      11.  For purposes of this Section 11, “common stock of the successor
      or acquiring corporation” shall include stock of such corporation of any class
      which is not preferred as to dividends or assets over any other class of stock
      of such corporation and which is not subject to redemption and shall also
      include any evidences of indebtedness, shares of stock or other securities
      which
      are convertible into or exchangeable for any such stock, either immediately
      or
      upon the arrival of a specified date or the happening of a specified event
      and
      any warrants or other rights to subscribe for or purchase any such
      stock.  The foregoing provisions of this Section 11 shall similarly
      apply to successive reorganizations, reclassifications, mergers, consolidations
      or disposition of assets.




12.  Voluntary
      Adjustment by the Company.  The Company may at any time during the
      term of this Warrant, reduce the then current Exercise Price to any amount
      and
      for any period of time deemed appropriate by the Board of Directors of the
      Company.




13.  Notice
      of Adjustment.  Whenever the number of Warrant Shares or number or
      kind of securities or other property purchasable upon the exercise of this
      Warrant or the Exercise Price is adjusted, as herein provided, the Company
      shall
      promptly mail by registered or certified mail, return receipt requested, to
      the
      holder of this Warrant notice of such adjustment or adjustments setting forth
      the number of Warrant Shares (and other securities or property) purchasable
      upon
      the exercise of this Warrant and the Exercise Price of such Warrant Shares
      (and
      other securities or property) after such adjustment, setting forth a brief
      statement of the facts requiring such adjustment and setting forth the
      computation by which such adjustment was made.  Such notice, in the
      absence of manifest error, shall be conclusive evidence of the correctness
      of
      such adjustment.




14.  Notice
      of
      Corporate Action.  If at any time:




(a)           the
      Company shall take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend or other distribution, or any right
      to
      subscribe for or purchase any evidences of its indebtedness, any shares of
      stock
      of any class or any other securities or property, or to receive any other right,
      or





(b)           there
      shall be any capital reorganization of the Company, any reclassification or
      recapitalization of the capital stock of the Company or any consolidation or
      merger of the Company with, or any sale, transfer or other disposition of all
      or
      substantially all the property, assets or business of the Company to, another
      corporation or,


5





(c)           there
      shall be a voluntary or involuntary dissolution, liquidation or winding up
      of
      the Company;





then,
      in
      any one or more of such cases, the Company shall give to Holder (i) at least
      3
      days’ prior written notice of the date on which a record date shall be selected
      for such dividend, distribution or right or for determining rights to vote
      in
      respect of any such reorganization, reclassification, merger, consolidation,
      sale, transfer, disposition, liquidation or winding up, and (ii) in the case
      of
      any such reorganization, reclassification, merger, consolidation, sale,
      transfer, disposition, dissolution, liquidation or winding up, at least 3 days’
prior written notice of the date when the same shall take place.  Such
      notice in accordance with the foregoing clause also shall specify (i) the date
      on which any such record is to be taken for the purpose of such dividend,
      distribution or right, the date on which the holders of Common Stock shall
      be
      entitled to any such dividend, distribution or right, and the amount and
      character thereof, and (ii) the date on which any such reorganization,
      reclassification, merger, consolidation, sale, transfer, disposition,
      dissolution, liquidation or winding up is to take place and the time, if any
      such time is to be fixed, as of which the holders of Common Stock shall be
      entitled to exchange their shares of Common Stock for securities or other
      property deliverable upon such disposition, dissolution, liquidation or winding
      up.  Each such written notice shall be sufficiently given if addressed
      to Holder at the last address of Holder appearing on the books of the Company
      and delivered in accordance with Section 16(d).




15.  Authorized
      Shares.  The Company covenants that during the period the Warrant
      is outstanding, it will reserve from its authorized and unissued Common Stock
      a
      sufficient number of shares to provide for the issuance of the Warrant Shares
      upon the exercise of any purchase rights under this Warrant.  The
      Company further covenants that its issuance of this Warrant shall constitute
      full authority to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for the Warrant
      Shares upon the exercise of the purchase rights under this
      Warrant.  The Company will take all such reasonable action as may be
      necessary to assure that such Warrant Shares may be issued as provided herein
      without violation of any applicable law or regulation, or of any requirements
      of
      the Principal Market upon which the Common Stock may be listed.




The
      Company shall not by any action,
      including, without limitation, amending its certificate of incorporation or
      through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action, avoid
      or
      seek to avoid the observance or performance of any of the terms of this Warrant,
      but will at all times in good faith assist in the carrying out of all such
      terms
      and in the taking of all such actions as may be necessary or appropriate to
      protect the rights of Holder against impairment.  Without limiting the
      generality of the foregoing, the Company will (a) not increase the par value
      of
      any shares of Common Stock receivable upon the exercise of this Warrant above
      the amount payable therefore upon such exercise immediately prior to such
      increase in par value, (b) take all such action as may be necessary or
      appropriate in order that the Company may validly and legally issue fully paid
      and nonassessable shares of Common Stock upon the exercise of this Warrant,
      and
      (c) use its best efforts to obtain all such authorizations, exemptions or
      consents from any public regulatory body having jurisdiction thereof as may
      be
      necessary to enable the Company to perform its obligations under this
      Warrant.


6





Upon
      the request of Holder, the
      Company will at any time during the period this Warrant is outstanding
      acknowledge in writing, in form reasonably satisfactory to Holder, the
      continuing validity of this Warrant and the obligations of the Company
      hereunder.





Before
      taking any action which would
      cause an adjustment reducing the current Exercise Price below the then par
      value, if any, of the shares of Common Stock issuable upon exercise of the
      Warrants, the Company shall take any corporate action which may be necessary
      in
      order that the Company may validly and legally issue fully paid and
      non-assessable shares of such Common Stock at such adjusted Exercise
      Price.





Before
      taking any action which would
      result in an adjustment in the number of shares of Common Stock for which this
      Warrant is exercisable or in the Exercise Price, the Company shall obtain all
      such authorizations or exemptions thereof, or consents thereto, as may be
      necessary from any public regulatory body or bodies having jurisdiction
      thereof.





16.  Miscellaneous.




(a)  Jurisdiction.
      This Warrant shall be binding upon any successors or assigns of the
      Company.  This Warrant shall constitute a contract under the laws of
      Nevada  without regard to its conflict of law, principles or
      rules.




(b)  Restrictions.  The
      holder hereof acknowledges that the Warrant Shares acquired upon the exercise
      of
      this Warrant, if not registered, will have restrictions upon resale imposed
      by
      state and federal securities laws.




(c)  Non-waiver
      and Expenses.  No course of dealing or any delay or failure to
      exercise any right hereunder on the part of Holder shall operate as a waiver
      of
      such right or otherwise prejudice Holder’s rights, powers or remedies,
      notwithstanding all rights hereunder terminate on the Termination
      Date.  If the Company fails to comply with any provision of this
      Warrant, the Company shall pay to Holder such amounts as shall be sufficient
      to
      cover any costs and expenses including, but not limited to, reasonable
      attorneys’ fees, including those of appellate proceedings, incurred by Holder in
      collecting any amounts due pursuant hereto or in otherwise enforcing any of
      its
      rights, powers or remedies hereunder.




(d)  Notices.  Any
      notice, request or other document required or permitted to be given or delivered
      to the holder hereof by the Company shall be delivered to the address or
      addresses as provided by the Holder to the Company or the Company to the Holder
      from time to time.




(e)  Limitation
      of Liability.  No provision hereof, in the absence of affirmative
      action by Holder to purchase shares of Common Stock, and no enumeration herein
      of the rights or privileges of Holder hereof, shall give rise to any liability
      of Holder for the purchase price of any Common Stock or as a stockholder of
      the
      Company, whether such liability is asserted by the Company or by creditors
      of
      the Company.




7







(f)  Remedies.  Holder,
      in addition to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its rights
      under this Warrant.  The Company agrees that monetary damages would
      not be adequate compensation for any loss incurred by reason of a breach by
      it
      of the provisions of this Warrant and hereby agrees to waive the defense in
      any
      action for specific performance that a remedy at law would be
      adequate.




(g)  Successors
      and Assigns.  Subject to applicable securities laws, this Warrant
      and the rights and obligations evidenced hereby shall inure to the benefit
      of
      and be binding upon the successors of the Company and the successors and
      permitted assigns of Holder.  The provisions of this Warrant are
      intended to be for the benefit of all Holders from time to time of this Warrant
      and shall be enforceable by any such Holder or holder of Warrant
      Shares.




(h)  Indemnification.  The
      Company agrees to indemnify and hold harmless Holder from and against any
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      claims, costs, attorneys’ fees, expenses and disbursements of any kind which may
      be imposed upon, incurred by or asserted against Holder in any manner relating
      to or arising out of any failure by the Company to perform or observe in any
      material respect any of its covenants, agreements, undertakings or obligations
      set forth in this Warrant; provided, however, that the Company
      will not be liable hereunder to the extent that any liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys’
fees, expenses or disbursements are found in a final non-appealable judgment
      by
      a court to have resulted from Holder’s negligence, bad faith or willful
      misconduct in its capacity as a stockholder or warrant holder of the
      Company.




(i)  Amendment.  This
      Warrant may be modified or amended or the provisions hereof waived with the
      written consent of the Company and the Holder.




(j)  Severability.  Wherever
      possible, each provision of this Warrant shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Warrant shall be prohibited by or invalid under applicable law, such provision
      shall be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions of
      this Warrant.




(k)  Headings.  The
      headings used in this Warrant are for the convenience of reference only and
      shall not, for any purpose, be deemed a part of this Warrant.




IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized.




Dated:
      _______________, 20__




Las
      Vegas Gaming, Inc.








By:_____________________________________


Russell
      Roth, Chief Executive Officer




8


**NOTICE
      OF EXERCISE**











To:           Las
      Vegas Gaming, Inc.








(1)  The
      undersigned hereby elects to purchase ________ shares of Common Stock (the
      “Common Stock”), of Las Vegas Gaming, Inc.****pursuant to the
      terms of the attached Warrant, and tenders herewith payment of the exercise
      price in full, together with all applicable transfer taxes, if any.




(2)  Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:







_______________________________


(Name)





_______________________________


(Address)


_______________________________














Dated:








______________________________


Signature

















**ASSIGNMENT
      FORM**





(To
      assign the foregoing warrant, execute


this
      form
      and supply required information.


Do
      not
      use this form to exercise the warrant.)











FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to







_______________________________________________
      whose address is





_______________________________________________________________.











_______________________________________________________________





Dated:  ______________,
      _______








Holder's
      Signature:                                          _____________________________





Holder's
      Address:                                           _____________________________





_____________________________











Signature
      Guaranteed:  ___________________________________________














NOTE:  The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust
      company.  Officers of corporations and those acting in a fiduciary or
      other representative capacity should file proper evidence of authority to assign
      the foregoing Warrant.