<PAGE>






                 AGREEMENT  AND  PLAN  OF  MERGER



                              among



                     LAS  VEGAS  GAMING,  INC.

                              "LVGI"



                     LAS  VEGAS  TWIN,  INC.

                             "LV TWIN"




                TRIPLE  WIN  IN  NEVADA,  INC.

                           "TRIPLE  WIN"



                               and


                 ROBERT G. DUCAJ, II, JOHN MULLIGAN,
                 LETA K. MULLIGAN AND MICHAEL CASSIDY

                         "Shareholders"



<PAGE>


                   AGREEMENT  AND  PLAN  OF  MERGER
                   --------------------------------


     THIS  AGREEMENT  AND  PLAN  OF  MERGER  (the  "Agreement")  is entered into
effective  as  of  the  30th  day of April, 2003, by and among LAS VEGAS GAMING,
INC.,  a Nevada corporation ("LVGI"), LAS VEGAS TWIN, INC., a Nevada corporation
("LV TWIN"), TRIPLE WIN IN NEVADA, INC., a Nevada corporation ("TRIPLE WIN") and
ROBERT  G.  DUCAJ,  II, JOHN MULLIGAN, LETA K. MULLIGAN AND MICHAEL CASSIDY, all
the  shareholders  of  TRIPLE  WIN  ("Shareholders").

                   R  E  C  I  T  A  L  S:
                   -----------------------

     WHEREAS, the parties believe that a business combination between TRIPLE WIN
and  the  LV  TWIN  is in the best interest of the parties to this Agreement and
their  respective  stockholders;  and

     WHEREAS, the respective Boards of Directors and shareholders of the parties
have  approved,  or  will meet to consider and approve, the merger of TRIPLE WIN
with and into LV TWIN, upon the terms and conditions set forth in this Agreement
and  Plan of Merger and in accordance with Chapter 92A "Mergers and Exchanges of
Interest"  of  the  Nevada  Revised  Statutes;  and

     WHEREAS,  each  party  hereto  wishes  to  adopt this Agreement and Plan of
Merger,  together  with  the  form  of  Certificate of Merger attached hereto as
Exhibit A (the "Certificate of Merger") as a "plan of reorganization" within the
meaning  of  Section 368(a) of the Code, and to cause the Merger to qualify as a
reorganization  under the provision of Section 368(a)(1)(A) of the Code, whereby
each  share  of capital stock of TRIPLE WIN (the "TRIPLE WIN Common Stock") will
be  canceled  and  whereby LV TWIN will be the surviving entity of a merger with
TRIPLE  WIN.

     NOW,  THEREFORE,  in  consideration  of  the  premises and mutual covenants
contained  in  this  Agreement  and  other  good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to  be  legally  bound  hereby,  agree  as  follows:


                       ARTICLE I.  THE  MERGER


  1.1     The  Merger.  At the Effective Time (as defined in Section 1.3 hereof)
and  subject  to and upon the terms and conditions of this Agreement, TRIPLE WIN
will  be  merged with and into LV TWIN (the "Merger").  Following the Merger, LV
TWIN will continue as the surviving entity under the name "Las Vegas TWIN, Inc."
and  the  separate  corporate  existence of TRIPLE WIN will cease.  (LV TWIN and
TRIPLE  WIN  are  sometimes  referred to collectively herein as the "Constituent
Companies").

  1.2     Effects  of  the  Merger.   At  the  Effective Time, LV TWIN will be a
wholly  owned  subsidiary of LVGI.  At the Effective Time, LV TWIN will, without
any  other action,


                                       2

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possess  all  the rights, privileges, powers and franchises, of a public as well
as of a private nature, and be subject to all the restrictions, disabilities and
duties  of each of the Constituent Companies; and all rights, privileges, powers
and  franchises  of  each  of the Constituent Companies, and all property, real,
personal  and mixed, and all debts due to either of the Constituent Companies on
whatever  account,  will  be  vested  in  LV  TWIN;  and  all  property, rights,
privileges,  powers  and  franchises,  and  all and every other interest will be
thereafter  as  effectually  the  property  of  LV  TWIN  as  they  were  of the
Constituent  Companies,  and  the  title  to  any  real estate vested by deed or
otherwise in the Constituent Companies will not revert or be in any way impaired
by  reason  of  the  Merger;  but all rights of creditors and all liens upon any
property  of  either  of the Constituent Companies will be preserved unimpaired,
and  all  debts,  liabilities  and duties of either of the Constituent Companies
will  thenceforth  attach to LV TWIN, and may be enforced against it to the same
extent  as if said debts, liabilities and duties had been incurred or contracted
by  it.

  1.3     Closing;  Effective  Time and Transaction Effective Date.  The closing
of  the  Merger  (the  "Closing")  will  take place on May 7, 2003 (the "Closing
Date"),  subject  to  satisfaction or waiver of the conditions set forth in this
Agreement,  at  the  offices  of  Cane  O'Neill Taylor, LLC, Las Vegas, NV.  The
Merger  will  become  effective at the time of the filing of the Certificates of
Merger  with  the  office of the Secretary of State of Nevada in accordance with
the  provisions  of applicable law, which Certificate of Merger will be so filed
as soon as practicable after the Closing. The date and time when the Merger will
become  effective  shall  be at such time as the Certificates of Merger are duly
filed  with  the  Nevada  Secretary  of  State  or  such  later date as mutually
agreeable  to  the  Constituent  Companies  and  specified in the Certificate of
Merger  (the  "Effective  Time").

  1.4     Certificate of Incorporation.  The Articles of Organization and Bylaws
of  LV  TWIN  in  effect immediately prior to the Effective Time will remain the
Articles  of Organization and Bylaws of LV TWIN until amended in accordance with
the  provisions  of  the  applicable  corporate  law.

  1.5     Directors  and  Officers.  The  officers  and  directors  of  LV  TWIN
immediately prior to the Effective Time will, after the Effective Time, continue
to  be  the  officers  and  directors  of  LV  TWIN  without change, until their
successors  have been duly elected and qualified in accordance with the Articles
of  Incorporation  and  Bylaws  of  LV  TWIN.


         ARTICLE II.  STATUS  AND  CONVERSION  OF  SECURITIES;
                       MERGER  CONSIDERATION

  2.1     Conversion of Securities.  At the Effective Time, each share of TRIPLE
WIN  Common Stock issued and outstanding immediately prior to the Effective Time
will,  by virtue of the Merger and without any action on the part of the holders
thereof,  automatically  be  canceled,  retired  and  extinguished,  and  each
outstanding share of TRIPLE WIN Common Stock will be converted into the right to
receive  an  aliquot  portion of the Merger Consideration (as defined in Section
2.2  hereof)  as  described  below.

                                       3

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  2.2     Merger  Consideration.

     (a)  As  of the Effective Time, each issued and outstanding share of TRIPLE
WIN  Common  Stock  held  by  the Shareholders, comprising all of the issued and
outstanding  shares of TRIPLE WIN Common Stock as of the Effective Time, will be
converted  into  a  right  to  receive  their  agreed  portion  of  the  "Merger
Consideration".  Merger Consideration shall be defined as follows:  Five Hundred
and  Eighty  Thousand  Shares (580,000) of LVGI Common Stock plus $300,000 cash,

     The  Merger  Consideration  will be distributed between the Shareholders as
follows:

     In  the  case  of  Michael Cassidy,  he will receive 100,000 shares of LVGI
common  stock  and  $300,000  in  cash as follows: $100,000 at closing, $100,000
within  90  days  of  closing,  and  $100,000  within  180  days  of  closing.

     The  remaining  LVGI shares contained in the Merger Consideration (less the
100,000  shares distributed to Michael Cassidy) will be distributed to the three
remaining  Shareholders  equally.

     Since,  as of the Effective Time, all shares of the TRIPLE WIN Common Stock
will  no longer be outstanding, will automatically be cancelled and retired, and
will cease to exist, each holder of shares of TRIPLE WIN Common Stock will cease
to  have any rights with respect thereto, except the right to receive the Merger
Consideration.

  2.3     Delivery  of  Merger  Consideration.  LVGI  shall  deliver  the Merger
Consideration  to  each  Shareholder within five (5) business days of Closing or
within  five  (5)  business  days  after  surrender  of  certificates  (the
"Certificates") representing all shares of TRIPLE WIN Common Stock owned by such
individual,  whichever  is  later.  By  accepting  delivery  of  the  Merger
Consideration,  each such holder will be deemed to have represented to LVGI that
such  stockholder  has no present intention of selling or otherwise disposing of
any  of  its  interest  in  the LVGI Common Stock received as part of the Merger
Consideration,  except  as  contemplated  under that certain Registration Rights
Agreement  referenced  in  Section  2.8.  Each  Shareholder  will  also  sign an
Investment  Letter  representing  their  intent  as  provided  by  Appendix  A.

    (1)   Certificates.  The  Certificates  shall  forthwith  be  canceled  upon
surrender.  Until  surrendered  as  contemplated  by this Section 2.3, each such
Certificate  shall  be  deemed at any time after the Effective Time to represent
only  the  right  to  receive  upon  such surrender that pro rata portion of the
Merger  Consideration  applicable  thereto.

    (2)    No Further Ownership Rights in TRIPLE WIN Common Stock. All shares of
LVGI  Common Stock issued upon the surrender for exchange of the Certificates in
accordance with the terms of this Article II shall be deemed to have been issued
(and  paid)  in  full satisfaction of all rights pertaining to TRIPLE WIN Common
Stock  theretofore


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represented  by such Certificates, and there shall be no further registration or
transfer  of  the  shares  of  TRIPLE WIN Common Stock after the Effective Time.

    (3)   No Fractional Shares. No certificates or scrip representing fractional
shares  of  LVGI Common Stock shall be issued upon the surrender of certificates
of  TRIPLE  WIN  Common  Stock for exchange, and such fractional share interests
will  not entitle the owner thereof to vote or to any rights as a stockholder of
LVGI.  Notwithstanding  any  other  provision  of this Agreement, each holder of
TRIPLE  WIN  Common  Stock  exchanged pursuant to the Merger who would otherwise
have  been entitled to receive a fraction of a share of LVGI Common Stock (after
taking  into  account  all  Certificates delivered by such holder) will promptly
receive,  in  lieu  thereof,  cash (without interest) in an amount equal to such
fractional  part  of  a  share  of  LVGI  Common  Stock  multiplied  by  $5.


<PAGE>

    (4)   Lost  Certificates.  In  the  event  any  Certificates have been lost,
stolen  or  destroyed, upon the making of an affidavit of that fact, in form and
substance  reasonably  satisfactory  to  LVGI,  by  the  person  claiming  such
certificate  to  be  lost,  stolen or destroyed, LVGI will issue in exchange for
such  lost,  stolen or destroyed Certificate the shares of LVGI Common Stock and
cash  in  lieu  of fractional shares, deliverable in respect thereof pursuant to
this  Agreement.


  2.4     Cancellation  of  Treasury Shares.  Any authorized but unissued shares
of  TRIPLE  WIN  Common  Stock  as  of the Effective Time shall automatically be
canceled and retired and shall cease to exist, and no LVGI Common Stock, cash or
other  consideration  will  be  delivered  in  exchange  therefore.

  2.5     Securities Exemptions.  LVGI hereby represents, warrants and covenants
that  all  the  shares  of LVGI Common Stock comprising the Merger Consideration
will  be  issued  pursuant to an exemption from registration provided by Section
4(2)  of  the  Securities  Act of 1933, as amended (the "Securities Act").  Each
share  certificate representing the LVGI Common Stock so issued will be endorsed
with  a legend stating that the shares have been issued pursuant to an exemption
from  registration provided by the Securities Act and may not be sold without an
exemption  from  registration  or  an  effective  registration  statement.

  2.6     Registration  Rights.  LVGI  agrees  that  it  will include the Merger
Consideration  Shares  issued  hereby  in  any registration statement for common
stock  it  files with the Securities and Exchange Commission within the next two
years.

  2.7.    Demand  Registration  Rights.

     2.7.1.     Registration  of  Merger  Consideration  Shares.  If  the Merger
Consideration  Shares  have  not  been  registered  or  have otherwise had their
restrictions  lifted  due to section 144K of the securities act or otherwise, or
have  been  transferred  on


Page 5

<PAGE>

or before May 1, 2005 LVGI shall prepare and file a Registration Statement under
the federal securities laws (the Registration Statement@) covering the resale of
the  Merger  Consideration Shares by the Shareholders to be made on a continuing
basis  under  the  Securities  Act. LVGI shall use its best efforts to cause the
Registration Statement to be effective on or before September 1, 2005. LVGI will
use  its  best efforts to keep the Registration Statement continuously effective
until the date upon which no Shareholder owns any Merger Consideration Shares or
have  otherwise  had  their  restrictions  lifted  due  to  sections 144K of the
securities  act or otherwise, including, without limitation, such amendments and
post-effective  amendments  to the Registration Statement as may be necessary to
keep  the  Registration  Statement  effective.

     2.7.2.     Blue  Sky Registration.  If the Merger Consideration Shares have
not  been  registered  or  have  otherwise  had their restrictions lifted due to
section  144K of the securities act or otherwise, or have been transferred on or
before  May  1,  2005  LVGI  will use its reasonable best efforts to register or
qualify  the Merger Consideration Shares under the securities or Ablue sky@ laws
of  any  such  jurisdictions in the United States as the Shareholders reasonably
request  in  writing,  and  do  any  and  all  other acts or things necessary or
advisable  to  enable  the  disposition of the LVGI stock in such jurisdictions.

     2.7.3.     Exchange  Listings.  If the Merger Consideration Shares have not
been  registered  or have otherwise had their restrictions lifted due to section
144K  of  the securities act or otherwise, or have been transferred on or before
May 1, 2005 LVGI shall from time to time following registration under 2.7.1 take
all  action  which may be necessary so that the Merger Consideration Shares will
be  listed on the principal securities exchanges, automated quotation systems or
other  markets  within  the United States, if any, on which other shares of LVGI
stock  art  then  listed,  if  any.

     2.7.4.     Right  to  Inspect.  LVGI  shall  make  available, at reasonable
times,  for  inspection  by  the  Shareholders  or  any  one  of  them  or their
representatives,  all  financial  and  other  pertinent  corporate documents and
records  of  LVGI,  to  the  extent such information relates to the Registration
Statement  or  any  post-effective  amendment  thereto.

     2.7.5.     Expenses.  All  costs,  fees  and  expenses  incident  to LVGI=s
performance  of  or  compliance  with  this  Agreement  shall  be borne by LVGI.



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  ARTICLE III REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND TRIPLE WIN

     As  an  inducement to the other parties hereto to enter into this Agreement
and  to  consummate the Merger, Shareholders and Triple Win jointly and severely
represent  and warrant to each other party, which representations and warranties
will  be  true  and  correct  at  Closing,  as  follows.


  3.1     Organization  and  Authority.  TRIPLE  WIN  is  a  corporation  duly
organized,  validly existing and in good standing in the State of Nevada, and is
not  required  to be duly qualified to do business as foreign corporation in any
other  jurisdiction.  Since  the  date  of  its  organization and incorporation,
TRIPLE  WIN  has  consistently  observed  and  operated  within  the  corporate
formalities  of  the  jurisdiction  in  which  it  is  incorporated,  and  has
consistently  observed  and  complied  with  the general corporation law of such
jurisdiction.  TRIPLE  WIN  has  the full right, power and authority to execute,
deliver  and  carry  out  the  terms  of  this  Agreement  and all documents and
agreements  necessary  to give effect to the provisions of this Agreement.  This
Agreement  and  all  other  such agreements and documents executed in connection
herewith by TRIPLE WIN, upon due execution and delivery thereof, will constitute
the  valid and binding obligations of TRIPLE WIN, enforceable in accordance with
their  respective  terms,  except  as  enforcement may be limited by bankruptcy,
insolvency, reorganization or similar laws effecting creditors' rights generally
and  by  general principles of equity (the "Insolvency/Equity Exceptions").  The
authorized  capital  stock  of  TRIPLE WIN consists of 1,000 shares of $0.01 par
value common stock.  There are currently 1,000 shares of TRIPLE WIN Common Stock
issued  and  outstanding,  which  represents  all  of  the TRIPLE WIN securities
(including  options,  warrants  and  other  types  of  securities)  issued  and
outstanding as of the date of closing. The TRIPLE WIN Common Stock is subject to
preemptive  or  comparable  rights  and  has  been issued in accordance with all
applicable  federal  and  state  securities  laws.

     There  are no voting trusts, voting agreements, shareholders' agreements or
other comparable commitments or understandings to which Shareholders are a party
or  by  which  Shareholders  are  bound  with  respect  to  the  voting  of  any
Shareholders'  Stock  or capital stock of any other TRIPLE WIN Subsidiary, other
than  a  Stock  Repurchase  Agreement.

     TRIPLE  WIN does not have any outstanding subscriptions, options, preferred
stock,  rights,  warrants,  convertible  securities  or  other  agreements  or
commitments to issue, or contracts or any other agreements obligating TRIPLE WIN
to  issue,  or  to  transfer  from  treasury, any shares of its capital stock or
membership  interests,  as  applicable,  of  any  class  or  kind, or securities
convertible  into  such  stock  or interests.  No persons who are now holders of
Company  Stock, and no persons who previously were holders of Company Stock, are
or  ever  were  entitled  to  exercise  preemptive rights other than persons who
exercised  or  waived  those  rights.


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     Neither  TRIPLE  WIN  nor  any  of its Affiliates, is under any obligation,
contract  or other arrangement to register (or maintain the registration of) any
of  its  or  their  securities  under  federal  or  state  securities  laws.

     Neither TRIPLE WIN nor the Shareholders is a party to any agreement, voting
trust,  proxy  or  other  agreement  or  understanding of any character, whether
written  or  oral,  with any other stockholders of TRIPLE WIN with respect to or
concerning  the  purchase, sale or transfer or voting of TRIPLE WIN Stock or any
other  security  of  TRIPLE  WIN,  other  than  a  Stock  Repurchase  Agreement.

     Neither TRIPLE WIN nor the Shareholders has any legal obligations, absolute
or  contingent,  to  any other person or entity to sell the assets other than in
the  ordinary  course of business, or any capital stock or any other security of
TRIPLE  WIN  or  any  of its subsidiaries or affect any merger, consolidation or
other  reorganization  of TRIPLE WIN or any of its subsidiaries or to enter into
any  agreement  with  respect  thereto, except pursuant to this Agreement and as
provided  by  the  Stock  Repurchase  Agreement.

     (a)     Subsidiaries.  TRIPLE  WIN  does not have any subsidiaries (whether
held  directly  or  indirectly)  or  any  equity  investment in any corporation,
partnership,  joint  venture  or  other  business.

     (b)     Real  Estate.  TRIPLE  WIN  does  not  own  any  real estate or any
interest  in  any  real  estate,  other  than  leasehold  interests.

     (c)     Authority  Relative  to  the  Closing  Documents;  Enforceability.
Neither  the Shareholders nor TRIPLE WIN are suffering from any legal disability
which  would:  (a)  prevent  them from executing, delivering or performing their
obligations  under  the  Closing  Documents or consummating the Transaction, (b)
make  such  execution, delivery, performance or consummation voidable or subject
to necessary ratification, and (c) require the signature or consent of any third
party  in connection therewith for the Transaction to be binding and enforceable
against  the  Shareholders  and  their property. The Closing Documents have been
duly and validly executed and delivered by the Shareholders and each constitutes
the legal, valid and binding obligation of the Shareholders, enforceable against
them  in  accordance  with  their  respective  terms,  except  insofar  as  the
enforcement  thereof  may  be  limited  by  the  Insolvency/Equity  Exceptions.

     (d)     Title to Assets.  TRIPLE WIN has good and marketable title free and
clear  of any encumbrance in and to all of its assets and properties, other than
purchase  money  security interests and liens for taxes not yet due and payable.

     (e)     Material  Contracts. Except as disclosed to Shareholder, TRIPLE WIN
is not a party to or bound by any agreement or contract, other than contracts or
agreements  arising  in  the  ordinary  course  of  business.

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     (f)     Compliance with Other Instruments; Consents.  Neither the execution
of  any  Closing  Document nor the consummation of the Transaction will conflict
with,  violate or result in a breach or constitute a default (or an event which,
with  notice or lapse of time or both, would constitute a default), or result in
a  termination  of,  or accelerate the performance required by, or result in the
creation of any encumbrance upon any assets of TRIPLE WIN under any provision of
the  Articles  of  Incorporation,  Bylaws,  indenture,  mortgage,  lien,  lease,
agreement,  contract,  instrument,  order, judgment, decree, statute, ordinance,
regulation or any other restriction of any kind or character to which TRIPLE WIN
is  bound.

     (g)     Litigation.  There  are  no  legal,  administrative, arbitration or
other  proceedings  or  claims  pending  against  TRIPLE  WIN, nor is TRIPLE WIN
subject  to  any  existing  judgment which might affect the financial condition,
business,  property  or prospects of TRIPLE WIN; nor has TRIPLE WIN received any
inquiry  from an agency of the federal or of any state or local government about
the  Transaction,  or  about  any  violation  or  possible violation of any law,
regulation  or  ordinance  affecting  its  business  or  assets.

     (h)     Taxes.  TRIPLE  WIN  either:  (a)  has  timely  filed  with  the
appropriate  taxing  authority  all Tax and information returns required to have
been  filed  by  TRIPLE  WIN or (b) has timely filed for any required extensions
with  regard  to  such  returns.  All  Taxes  of  TRIPLE  WIN have been paid (or
estimated  Taxes  have  been deposited) to the extent such payments are required
prior to the date hereof or accrued on the books of TRIPLE WIN. The returns were
correct  when  filed.  There  are  no  pending  investigations  of  TRIPLE  WIN
concerning  any Tax returns by any federal, state or local Taxing authority, and
there are no federal, state, local or foreign Tax liens upon any of TRIPLE WIN's
assets.

     (i)     Compliance  with  Law  and  Government Regulations.  TRIPLE WIN has
complied  in all material respects with, and is not in substantial violation of,
applicable  federal,  state,  local  or  foreign  statutes, laws and regulations
(including without limitation, any applicable environmental, building, zoning or
other  law,  ordinance  or regulation) affecting TRIPLE WIN or its properties or
the  operation  of its business. TRIPLE WIN is not subject to any order, decree,
judgment  or  other  sanction  of  any  court,  administrative  agency  or other
tribunal.

     (j)     Full  Disclosure.  None  of the representations and warranties made
by  the  Shareholders  herein,  or  in  any  Closing Document furnished or to be
furnished  by  them hereunder contain or will contain as of the closing date any
untrue  statement  of material fact, or omits any material fact, the omission of
which  would  be  misleading.

  3.2     Absence  of Default.  The execution, delivery and consummation of this
Agreement,  and  all  other  agreements  and  documents  executed  in connection
herewith  by  TRIPLE WIN and Shareholders will not constitute a violation of, be
in  conflict  with,  or,  with or without the giving of notice or the passage of
time,  or both, result in a breach of, constitute a default under, or create (or
cause  the  acceleration  of the maturity of) any debt, indenture, obligation or
liability  or  result  in  the  creation or imposition of any security

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interest, lien, charge or other encumbrance upon any of the assets of TRIPLE WIN
under:  (a)  any term or provision of the Certificate of Incorporation or Bylaws
of  TRIPLE  WIN; (b) any contract, lease, purchase order, agreement, document or
other  commitment,  oral  or written, to which TRIPLE WIN is a party or by which
TRIPLE  WIN  is bound; (c) any judgment, decree, order, writ, injunction or rule
of  any  court  or regulatory authority; or (d), to the knowledge of TRIPLE WIN,
any  law,  statute,  rule  or  regulation  to  which  TRIPLE  WIN  is  subject.

  3.3     Broker's  or  Finder's  Fee.  TRIPLE  WIN has not employed, and is not
liable  for  the  payment of any fee to, any finder, broker or similar person in
connection  with  the  transactions  contemplated  under  this  Agreement.

        ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF LVGI
                        AND  LV  TWIN

     As  an  inducement to the other parties hereto to enter into this Agreement
and  to  consummate  the  Merger,  and  as  an inducement to the Shareholders to
approve  of  and  consummate  the Merger, LVGI hereby represents and warrants to
each  such  party, which representations and warranties will be true and correct
at  Closing,  as  follows.


  4.1     Organization,  Qualification  and  Authority.   LVGI  is a corporation
duly  organized,  validly  existing and in good standing in the State of Nevada,
and  is  not required to be qualified to do business as a foreign corporation in
any  other jurisdiction. Since the date of its organization and incorporation or
formation,  LVGI  has  consistently  observed  and operated within the corporate
formalities  of  the  jurisdictions in which it is organized and/or conducts its
business,  has  consistently  observed and complied with the general corporation
law  of  such  jurisdictions  and  has  been  duly qualified to do business as a
foreign  corporation  in  all relevant jurisdictions.  All outstanding shares of
capital  stock  of the LVGI Subsidiaries consist solely of common stock and have
been  validly  issued  in  accordance  with  all  applicable  federal  and state
securities  laws  and  are  owned  by LVGI free and clear of all liens, charges,
encumbrances, claims and options of any nature.   LVGI has the full right, power
and  authority  to own, lease and operate its properties and assets as presently
owned,  leased  and  operated  and  to  carry on its business as it is now being
conducted.  LVGI has the full right, power and authority to execute, deliver and
carry out the terms of this Agreement and all documents and agreements necessary
to  give  effect  to  the  provisions  of  this  Agreement,  to  consummate  the
transactions  contemplated  on  the part of LVGI hereby, and to take all actions
necessary  to  permit  or  approve the actions LVGI take in connection with this
Agreement.  Subject to obtaining requisite approval of the shareholders of LVGI,
the  execution,  delivery  and  consummation  of  this  Agreement  and all other
agreements  and documents executed in connection herewith by LVGI have been duly
authorized  by  all  necessary  corporate  action on the part of LVGI.  No other
action on the part of LVGI, or any other person or entity other than LVGI as its
sole  shareholder,  is  necessary  to  authorize  the  execution,  delivery  and
consummation  of  this Agreement and all other agreements and documents executed
in  connection  herewith,


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other  than  such  shareholder approval. This Agreement and all other agreements
and  documents  executed  in connection herewith by LVGI, upon due execution and
delivery  thereof,  will  constitute  the valid and binding obligations of LVGI,
enforceable in accordance with their respective terms, except as enforcement may
be  limited  by bankruptcy, insolvency, reorganization or similar laws affecting
creditors'  rights  generally  and  by  general  principles  of  equity.

     (a)  Real  Estate.  LV  TWIN  and  LVGI  do  not own any real estate or any
interest  in  any  real  estate,  except  as  disclosed  in  the  SEC Documents.

     (b)  Authority  Relative  to the Closing Documents; Enforceability. LV TWIN
and LVGI are not suffering from any legal disability which would: (a) prevent it
from  executing,  delivering  or  performing  its  obligations under the Closing
Documents  or  consummating  the Transaction, (b) make such execution, delivery,
performance  or  consummation voidable or subject to necessary ratification, and
(c)  require the signature or consent of any third party in connection therewith
for  the  Transaction to be binding and enforceable against LV TWIN and LVGI and
their  property.  The  Closing Documents have been duly and validly executed and
delivered  and  each  constitutes  the  legal,  valid  and  binding  obligation,
enforceable  against LV TWIN and LVGI in accordance with their respective terms,
except  insofar  as  the  enforcement  thereof  may  be  limited  by  law.

     (c)  Compliance  with Other Instruments; Consents. Neither the execution of
any Closing Document nor the consummation of the Transaction will conflict with,
violate  or  result in a breach or constitute a default (or an event which, with
notice  or  lapse  of  time or both, would constitute a default), or result in a
termination  of,  or  accelerate  the  performance required by, or result in the
creation  of  any  encumbrance  upon  any  assets  of  LV TWIN or LVGI under any
provision  of  the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
lease,  agreement,  contract,  instrument,  order,  judgment,  decree,  statute,
ordinance, regulation or any other restriction of any kind or character to which
LV  TWIN  or  LVGI  are  bound.

     (d)  Financial Statements. LVGI's audited financial statements for the year
ended  December 31, 2002, copies of which have been delivered to LV TWIN and the
Shareholders,  are  true  and  complete  in all material respects, and have been
prepared  in accordance with GAAP for the period covered by such statements, and
fairly  present,  in  accordance with GAAP, the properties, assets and financial
condition  of  LVGI,  and  results of its operations as of the dates and for the
periods  covered thereby. Except as may be disclosed in the SEC Documents, there
has  been  no  material  adverse  change  in  the  business  operations, assets,
properties,  prospects or condition (financial or otherwise) of LVGI, taken as a
whole,  from  that  reflected  in  the  LVGI  Financial  Statements.

     (e) Litigation. There are no material legal, administrative, arbitration or
other  proceedings  or claims pending against LV TWIN OR LVGI, nor is LV TWIN OR
LVGI  subject  to  any  existing  judgment  which  might  affect  the  financial
condition,  business,


Page 11

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property  or  prospects of LV TWIN OR LVGI; nor has LV TWIN OR LVGI received any
inquiry  from an agency of the federal or of any state or local government about
the  Transaction,  or  about  any  violation  or  possible violation of any law,
regulation  or  ordinance affecting its business or assets. On March 24, 2003, a
civil  action  was  brought  in the US District Court for the District of Nevada
against LVGI and others for patent violation by Planet Bingo, LLC. Management of
LVGI  is  currently  evaluating this action for materiality, but notes that even
frivolous  patent lawsuits can be prohibitively expensive to defend and thus can
have  a  material  effect  on  the  business  and  operations  of  the  Company.

LVGI  is  not  a  party  to  any  other  legal  proceedings and to the Company's
knowledge  no  such  proceedings  are  threatened  or  contemplated.

     (f)  SEC  Documents. LVGI has furnished or made available to TRIPLE WIN and
Shareholders  a  true  and  complete copy of each report, schedule, registration
statement and proxy statement filed by LVGI with the SEC (as such documents have
since  the  time  of  their  filing been amended, the "SEC Documents"). LVGI has
timely  filed with the SEC all documents required to have been filed pursuant to
the  Securities  Act and the Exchange Act. As of their respective dates, the SEC
Documents  complied  in  all  material  respects  with  the  requirements of the
Securities  Act,  or  the  Exchange  Act,  as the case may be, and the rules and
regulations  of the SEC thereunder applicable to such SEC Documents, and none of
the  SEC  Documents contained any untrue statement of a material fact or omitted
to  state a material fact required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.

     (g)  Taxes.  LV  TWIN  and  LVGI  have  either:  (a)  timely filed with the
appropriate  taxing  authority  all Tax and information returns required to have
been  filed  by  LV  TWIN  or  (b) timely filed for any required extensions with
regard  to  such  returns.  All  Taxes  of  LV  TWIN and LVGI have been paid (or
estimated  Taxes  have  been deposited) to the extent such payments are required
prior  to  the  date  hereof  or  accrued  on the books of LV TWIN and LVGI. The
returns  were correct when filed. There are no pending investigations of LV TWIN
or  LVGI  concerning  any  Tax  returns  by  any  federal, state or local Taxing
authority,  and there are no federal, state, local or foreign Tax liens upon any
of  LV  TWIN's  or  LVGI's  assets.

     (h)  Compliance  with Law and Government Regulations. LV TWIN and LVGI have
complied  in  all  material  respects  and  are  not  in  material violation of,
applicable  federal,  state,  local  or  foreign  statutes, laws and regulations
(including without limitation, any applicable environmental, building, zoning or
other  law,  ordinance or regulation) affecting LV TWIN or LVGI or the operation
of  their  businesses.  Neither LVGI or LV TWIN is subject to any order, decree,
judgment  or  other  sanction  of  any  court,  administrative  agency  or other
tribunal.

     (i)  Full Disclosure. None of the representations and warranties made by LV
TWIN  or LVGI herein, or in any Closing Document furnished or to be furnished by
them


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<PAGE>


hereunder contain or will contain as of the Closing Date any untrue statement of
material  fact,  or  omits  any  material  fact,  the omission of which would be
misleading.

  4.2     Capitalization  and  Stock  Ownership.

    (1)   Common  Stock.  The authorized capital stock of LVGI (the "LVGI Common
Stock")  consists  of  25,000,000  shares  of common stock, par value $0.001 per
share, of which 5,845,855 shares are issued and outstanding and 5,000,000 shares
of  preferred  stock  of  which  541,400 shares of Series A preferred shares are
outstanding  as of the date hereof. The authorized capital stock of LV TWIN (the
"LV  TWIN  Common  Stock")  consists  of 200,000,000 shares of common stock, par
value $0.001 per share, of which 1,000 shares are issued and outstanding. The LV
TWIN  Common Stock  constitutes all current issued and outstanding securities of
LV TWIN, and are duly authorized, validly issued, fully paid and non-assessable.
The  LVGI  and  LV  TWIN Common Stock is not subject to preemptive or comparable
rights.  The LVGI and LV TWIN Common Stock and all other currently or previously
outstanding  securities  of LVGI and LV TWIN have been issued in accordance with
all  applicable  federal,  state  and foreign securities laws.  LVGI is the sole
owner  of  all  of  the  issued  and  outstanding  shares  of  LV  TWIN.


    (2)   Other  Securities.  As  of  the  date  hereof, LVGI has issued certain
warrants  and options all as more particularly described in its filings with the
Securities  and  Exchange  Commission.

    (3)   Related  Agreements.  There  are  no voting trusts, voting agreements,
shareholders'  or  other  comparable  commitments  or  understandings,  oral  or
written, to which LVGI or LV TWIN or any holder of LVGI securities is a party or
by which LVGI or any such holder is bound with respect to the voting of any LVGI
Common  Stock  or  preferred  or  the  capital  stock  or securities of any LVGI
Subsidiary.

    (4)   LVGI  Common  Stock.  On the Closing Date, LVGI will have a sufficient
number  of  authorized but un-issued and/or treasury shares of LVGI Common Stock
available  for issuance to the Shareholders in accordance with the provisions of
this  Agreement.  The  LVGI  Common  Stock  to be issued as Merger Consideration
pursuant to the Agreement will, when so delivered, be duly and validly issued in
accordance with all applicable federal and state securities laws, will be exempt
from  registration  requirements of the 1933 Act and state "blue sky" laws, will
be  fully  paid  and non-assessable, and will be free and clear of preemptive or
comparable  rights.

  4.3     Absence  of Default.  The execution, delivery and consummation of this
Agreement,  and  all  other  agreements  and  documents  executed  in connection
herewith  by LV TWIN and LVGI will not constitute a violation of, be in conflict
with,  or, with or without the giving of notice or the passage of time, or both,
result  in  a  breach  of,  constitute  a default under, or create (or cause the
acceleration of the maturity of) any debt, indenture, obligation or liability or
result  in  the creation or imposition of any security interest, lien,


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charge or other encumbrance upon any of the assets of LV TWIN OR LVGI under: (a)
any  term  or  provision  of  the  Charter or Bylaws of LV TWIN OR LVGI; (b) any
material  contract,  lease,  purchase  order,  agreement,  document  or  other
commitment,  oral or written, to which LV TWIN OR LVGI is a party or by which LV
TWIN  OR  LVGI  is bound (collectively the "LV TWIN Contracts") (for purposes of
categorizing contracts, "material" being defined to exclude any contract, lease,
purchase  order,  agreement,  document  or commitment which both (y) in terms of
payments,  costs,  services  or  other measure does not exceed $10,000.00 in the
aggregate  and  (z) is terminable without penalty upon ninety (90) days' written
notice  or  less  or (c), to the knowledge of LV TWIN OR LVGI, any law, statute,
rule  or  regulation  to  which  LV  TWIN  OR  LVGI  is  subject.


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                       ARTICLE V. COVENANTS  OF  PARTIES


  5.1     Preservation  of  Business and Assets.  From the date hereof until the
Closing,  each  party  will use its best efforts and will do or cause to be done
all  such  acts and things as may be necessary to preserve, protect and maintain
intact  the  operation  of its respective business and assets as a going concern
consistent  with  prior  practice  and  not other than in the ordinary course of
business,  including  preserving, protecting and maintaining the goodwill of the
suppliers,  employees,  clientele and others having business relations with such
party.  Each  party  will  use its best efforts to retain its employees in their
current positions up to Closing.  Through Closing, no party will acquire or sell
or  agree  to acquire or sell by merging or consolidating with, or by purchasing
or  selling  a  substantial  equity  interest in or a substantial portion of the
assets of, or by any other manner, any business or any corporation, partnership,
association  or  other  business  organization  or  division thereof.  Except as
expressly  set  forth in this Agreement or any related Agreement, the execution,
delivery  and  consummation  of this Agreement and the transactions contemplated
hereunder will not give rise to any obligation of any party hereto, or any right
of  any  holder  of  any  security of any party hereto to require such party, to
purchase,  offer  to  purchase,  redeem or otherwise prepay or repay any capital
stock  or  other security, or deposit any funds to affect the same.  All parties
will  use  their  best  efforts  to facilitate the consummation of the Merger as
contemplated  hereunder,  including obtaining requisite approval of stockholders
and  third  parties.  Through  Closing,  except  as  expressly set forth in this
Agreement  or related Agreements and except for exercise of any outstanding LVGI
Warrants,  LVGI Options or LVGI preferred stock, no party will issue, deliver or
sell,  or  authorize  or  propose  to  issue, deliver or sell, any shares of its
capital  stock of any class, any voting securities or any securities convertible
into,  or  any  rights,  warrants or options to acquire, any such shares, voting
securities  or  convertible  securities.  Through  Closing, no party will split,
combine  or reclassify any of its capital stock or issue or authorize or propose
the  issuance  of  any  other  securities  in  respect  of,  in  lieu  of  or in
substitution for shares of its capital stock, or repurchase, redeem or otherwise
acquire any shares of its capital stock. From the date hereof until the Closing,
no  party will pay any dividend or distribution to its stockholders as such, and
no  party  will sell, discard or dispose of any of its assets, other than in the
ordinary  course  of  business.

  5.2     Absence  of  Material Change.  From the date hereof until the Closing,
no  party  will  make  any  change  in its business or in the utilization of its
assets  and  will  not  enter  into  any  contract  or  commitment  or any other
transaction  with respect to its business or its assets which is contrary to its
representations,  warranties  and  obligations  as  set forth in this Agreement.

  5.3     Material  Transactions.  Except  as  contemplated  by  this Agreement,
prior  to  the  Effective  Time,  each  party  hereto,  including its respective
subsidiaries,  if  any, will not, without first obtaining the written consent of
the  other  parties  hereto:


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<PAGE>


    (1)   dispose of or encumber any asset or enter into any transaction or make
any  contract commitment relating to the properties, assets and business of such
entity,  other than in the ordinary course of business or as otherwise disclosed
herein;

    (2)   enter  into any employment contract which is not at will or terminable
upon  notice  of  thirty  (30)  days  or  less,  without  penalty;

    (3)   enter  into  any  contract  or agreement (i) which cannot be performed
within  three  months  or  less,  or (ii) which involves the expenditure of over
$10,000.00;

    (4)   except  as otherwise stated, issue or sell, or agree to issue or sell,
any  shares  of  capital  stock  or  other  securities  of  such  entity;

    (5)   make  any  payment  or  distribution  under  any  bonus,  pension,
profit-sharing  or  retirement  plan  or  incur  any obligation to make any such
payment  which  is  not in accordance with such entities usual past practice, or
make  any payment or incur any obligation pursuant to or in respect of any other
plan  or  contract or arrangement  providing for bonuses (other than pursuant to
normal  past  practices),  executive  incentive compensation, pensions, deferred
compensation,  retirement  payments,  profit-sharing  or  the like, establish or
enter  into  any  such  plan,  contract  or  arrangement, or terminate any plan;

    (6)   extend  credit  to  anyone  except  in the ordinary course of business
consistent  with  prior  practice;

    (7)   guarantee  the  obligation  of  any  person,  firm  or  corporation;

    (8)   amend  its  operating  agreement,  charter  or  bylaws,  or applicable
organizational  documents;

    (9)   set  aside or pay any cash dividend or any other distribution on or in
respect  of  its  capital  stock  or any redemption, retirement or purchase with
respect  to  its  capital  stock  or  issue any additional shares of its capital
stock;  or  engage  in  any  stock  split,  recapitalization,  reorganization or
comparable  transaction;

    (10)  discharge  or  satisfy  any  lien, charge, encumbrance or indebtedness
outside  the  ordinary  course  of  business;

    (11)  institute,  settle  or  agree  to  settle  any  litigation,  action or
proceeding  before  any  court  or  governmental  body;

    (12)  authorize  any  compensation  increase  of any kind whatsoever for any
employee,  consultant  or  other  representative;  or


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<PAGE>


    (13)  engage  in  any  extraordinary  transaction.

  5.4     Certain  Tax  Matters.

    (1)   During  the period from the date hereof through the Effective Time, no
party  will  knowingly or negligently take or fail to take any action that would
jeopardize  the treatment of the Merger as a "reorganization" within the meaning
of Section 368(a)(1)(A) of the Code (and any comparable provisions of applicable
state  law).  Each  party  hereto  shall  report the Merger, and the exchange of
stock,  as a reorganization under Section 368(a) of the Code, and shall not take
any  position  inconsistent  with this characterization except in the event of a
contrary  final  determination  of  the  Internal Revenue Service.  If any party
receives  notice  of  any  contrary position by the Internal Revenue Service any
party  hereto  may,  at  its  option and sole expense, contest such position, in
which  event  the  other  parties  hereto  shall  cooperate with such contest as
reasonably  requested  by  the  contesting  party.

     (2)  Except as provided below, each party hereto shall provide to the other
parties,  at  the  expense  of the requesting party, with such assistance as may
reasonably be requested by any of them in connection with the preparation of any
tax  return,  any audit or other examination by any regulatory authority, or any
judicial or administrative proceedings relating to liability for taxes, and each
party  will  retain  and  provide  the requesting party(ies) with any records or
information  that  may  be  relevant  to  any  of  the  foregoing.

    (3) The  Shareholders  agree to ensure that all taxes owed for activities of
TRIPLE  WIN  prior  to  the  Effective  Date  are paid to the appropriate taxing
authority  and  hereby  agree  to  indemnify  LV  TWIN  and  LVGI  from any such
obligation.  The  Shareholders shall cause the preparation of a final income tax
return  for  the period ending on the Effective Time, provided, however, that LV
Twin  and  LVGI  shall  make available to Shareholders and their agents, without
cost,  copies  of  such  information as shall be reasonably necessary to prepare
such  tax returns.  LVGI and LV TWIN agree that on January 5, 2004 they will pay
each  Shareholder  in  cash 25% of an amount calculated as follows:  the taxable
income  of  Triple  Win  from  the period January 1, 2003 through April 30, 2003
multiplied  by  35%.


  5.5     Legal  Conditions  to  Merger.  Each  party  hereto  will  take  all
reasonable  actions  necessary  to  comply  promptly with all legal requirements
which  may  be  imposed  on  it  with  respect  to  the Merger and will promptly
cooperate  with  and  furnish information to each other party in connection with
any  such  requirements  imposed  upon either any of them in connection with the
Merger.

  5.6     Preserve  Accuracy  of  Representations  and  Warranties.  Each  party
hereto  will  refrain  from  taking  any  action  which  would render any of its
representations and warranties contained in this Agreement untrue, inaccurate or
misleading  as  of  Closing and the Effective Time.  Through Closing, each party
will  promptly  notify  the  other  parties  of  any  lawsuit,  claim,  audit,
investigation,  administrative  action or other proceeding asserted or


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<PAGE>


commenced  against  such  party that may involve or relate in any way to another
party  to  this  Agreement.  Each  party  hereto  will promptly notify the other
parties of any facts or circumstances that come to its attention and that cause,
or  through  the  passage  of  time may cause, any of a party's representations,
warranties  or  covenants  to  be untrue or misleading at any time from the date
hereof  through  Closing,  and  such  notification will be deemed to update such
warranty  and  representation so that by such notification it shall be deemed to
be  true  and  accurate.

  5.7     Notice of Subsequent Events.  Each party hereto shall notify the other
parties  of  any  changes,  additions  or events of which it has knowledge which
would  cause any material change in this Agreement (including but not limited to
the Exhibits attached hereto and thereto) promptly after occurrence of the same.
If the effect of such change or addition would, individually or in the aggregate
with  the  effect  of changes or additions previously disclosed pursuant to this
Section,  constitute  a  material  adverse  effect  on  the notifying party, any
non-notifying  party  may,  within  ten  (10) days after receipt of such notice,
elect  to  terminate  this  Agreement.  If  no non-notifying party gives written
notice  of  such  termination with such 10-day period, the non-notifying parties
shall  be  deemed  to have consented to such change or addition and shall not be
entitled  to  terminate  this  Agreement  by  reason  thereof.

  5.8   Current Return Filing. Each party will be responsible for the reparation
and  filing  of  all of such party's own tax returns which were due on or before
the  Closing,  and  the  payment  of  all  taxes  due.

  5.9     Maintain  Books  and Accounting Practices.  From the date hereof until
the Closing, each party will maintain its books of account in the usual, regular
and  ordinary  manner  on  a  basis consistent with prior years and will make no
change  in  its  accounting  methods  or  practices.


  5.10    Compliance  with  Laws  and Regulatory Consents.  From the date hereof
until  the  Closing,  (a)  each  party will comply with all applicable statutes,
laws,  ordinances  and  regulations, (b) each party will keep, hold and maintain
all  licenses, (c) each party will use its reasonable efforts and will cooperate
fully  with  the  other  parties  hereto to obtain all consents, stockholder and
other  approvals,  exemptions  and  authorizations  of  third  parties,  whether
governmental  or private, necessary to consummate the Merger, and (d) each party
will  make  and  cause to be made all filings and give and cause to be given all
notices  which  may be necessary or desirable on their part under all applicable
laws  and  under their respective contracts, agreements and commitments in order
to  consummate  the  Merger.

  5.11    Maintain  Insurance Coverage.  From the date hereof until the Closing,
each party will maintain and cause to be maintained in full force and effect all
its  currently  existing  insurance on such party's assets and the operations of
such  party's business and will provide at Closing written evidence satisfactory
to  each  other  parties that such insurance continues to be in effect, that all
premiums  due  have  been  paid.


Page 18

<PAGE>


  5.12    Closing  Deliveries.  At  Closing,  the parties hereto will deliver or
cause  to  be  delivered the following, fully executed and in form and substance
reasonably  satisfactory  to  the  receiving  party(ies):

     (a)     Deliveries  by  the  LV TWIN.  LV TWIN hereby agrees to deliver, or
cause  to  be  delivered,  to Shareholders and TRIPLE WIN the following items on
Closing:

          (1)  Certified Resolutions. Copies of the resolutions, certified by an
     officer  of  LV  TWIN  and  the Board of Directors of LV TWIN approving the
     terms  of this Agreement for purposes of Nev. Rev. Stat. Sec. 78.438(1) and
     78.378  -  78.3793.

          (2)  Cash. The payment of $100,000 to Michael Cassidy by wire transfer
     as  required  herein.

          (3)  Transfer  Agent  Direction.  A  direction of LVGI to its transfer
     agent  to  issue  the  Merger  Consideration  Shares  in  the  name  of the
     Shareholders  with a restrictive legend or as is otherwise required by law.

     (b)  Deliveries by Shareholders and TRIPLE WIN. Shareholders and TRIPLE WIN
hereby  agrees  to  deliver  to  LV  TWIN  the  following  items  upon  Closing:

          (1)  Certified Resolutions. Copies of the resolutions, certified by an
     officer  of  TRIPLE  WIN, of the Board of Directors of TRIPLE WIN approving
     the  terms  of  this  Agreement,  and  a  copy  of  the  resolution  of the
     shareholders  of  TRIPLE  WIN  approving  the  transaction.

          (2)  Stock  Certificates.  A  stock  certificate  or  certificates
     representing all the TRIPLE WIN Shares, together with such stock powers and
     all  other  documentation  required  by  LV  TWIN.

          (3)  Investment  Letter.  The  Investment  Letter,  executed  by  the
     Shareholders.

          (4)  Non-Compete.  A  Non-Compete  signed  by each of the Shareholders
     covering  the  gaming  business  conducted  by TRIPLE WIN for a period of 2
     years  as  provided  by  Appendix  B.

                                   ARTICLE VI.
                               CONDITIONS  TO  CLOSING

  6.1     Conditions  to  Each  Party's  Obligation  to  Effect the Merger.  The
obligation  of  each  party  hereto to effect the Merger shall be subject to the
fulfillment  at  or  prior  to  the  Closing  of  the  following  conditions:


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<PAGE>


    (1)   This  Agreement and the transactions contemplated hereunder shall have
been approved by shareholder of LV TWIN in the manner required by the applicable
laws of the State of Nevada and the Charter and Bylaws of LV TWIN.  Further, the
Shareholders  will have executed and delivered such documents and performed such
acts  as  reasonably  required  to  effectuate  the  Merger.

    (2)   Each party hereto shall have received from the other parties copies of
all  resolutions and/or consent actions adopted by or on behalf of the boards of
directors  and  shareholders  of  such other parties hereto, certified as of the
date  of  Closing and evidencing approval of this Agreement and the transactions
contemplated  hereunder.



    (3)   No  action  or proceeding before a court or other governmental body by
any  governmental  agency  or  public  authority  shall  have been instituted or
threatened  to  restrain  or  prohibit  the transactions contemplated under this
Agreement  or  to  obtain  an  amount  of  damages  or  other material relief in
connection with the execution of this Agreement or any related agreements or the
consummation  of  the Merger; and no governmental agency shall have given notice
to  any  party  hereto  to  the  effect  that  consummation  of the transactions
contemplated  under  this  Agreement  would constitute a violation of any law or
that  it intends to commence proceedings to restrain consummation of the Merger.


    (4)   All  consents,  authorizations, orders and approvals of (or filings or
registrations  with) any governmental commission, board or other regulatory body
or  any other third party (including lenders and lessors) required in connection
with  the execu-tion, delivery and performance of this Agreement shall have been
obtained  or  made.

    (5)  The  warranties  and  representations  set  forth  herein shall be true
 and correct  as  of  the  Closing  Date.


                                    ARTICLE VII.
              TERMINATION;  AMENDMENT;  EXTENSION  AND  WAIVER

  7.1     Termination  by  Mutual Consent.  This Agreement may be terminated and
the  Merger  may be abandoned at any time prior to the Effective Time, before or
after  the  approval  of this Agreement by the shareholders of TRIPLE WIN and/or
LVGI,  by  the mutual consent of the Boards of Directors of TRIPLE WIN and LVGI.

  7.2     Termination  by  Certain  Parties.    This Agreement may be terminated
and  the  Merger  may be abandoned by action of the Board of Directors of TRIPLE
WIN  or  LVGI if (a) the Merger shall not have been consummated by May 31, 2003,
or  (b)  a  United  States  federal  or state court of competent jurisdiction or
United States federal or state governmental, regulatory or administrative agency
or  commission  shall  have issued an order, decree or ruling or taken any other
action  permanently  restraining,  enjoining  or


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otherwise  prohibiting  the transactions contemplated by this Agreement and such
order,  decree,  ruling  or  other  action  shall  have  become  final  and
non-appealable;  provided,  that  the  party seeking to terminate this Agreement
pursuant  to  this  clause  (d) shall have used all reasonable efforts to remove
such  injunction,  order  or  decree.

  7.3     Effect  of  Termination  and  Abandonment.  Upon  termination  of this
Agreement,  this  Agreement and all its terms (including legal opinions) related
hereto  shall be void and of no force or effect, and there shall be no liability
by  reason of this Agreement or the termination thereof on the part of any party
hereto,  or  on  the  part  of  the  respective  directors,  officers, managers,
employees, agents, representatives or shareholders of any of them; provided that
this Section will not relieve any party from liability for damages incurred as a
result  of  any willful breach by such party or by an affiliate of such party of
any  of its respective representations, warranties, covenants or obligations set
forth  in  this  Agreement.


  7.4     Amendment.  This  Agreement may be amended by the parties at any time,
provided, that any amendments requiring the approval of the LV TWIN shareholders
or  the TRIPLE WIN Stockholders will not become effective until the amendment is
approved  by  said  holders.  This  Agreement  may  not  be amended except by an
instrument  in  writing  signed  on  behalf  of  all  the  parties  hereto.

  7.5     Extension; Waiver.  At any time prior to the Effective Time, any party
hereto,  by action taken by its Board of Directors evidenced in writing, may, to
the  extent  legally  allowed, (a) extend the time for the performance of any of
the  obligations  or  other  acts  of  the  other  parties hereto, (b) waive any
inaccuracies  in the representations and warranties made to such party contained
herein  or  in  any document delivered pursuant hereto, and (c) waive compliance
with  any  of  the  agreements  or  conditions  for  the  benefit of such  party
contained herein.  If any party shall waive compliance as provided in (b) or (c)
above,  the  other  party shall have no liability for compliance so waived.  Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid  only  if  set  forth in an instrument in writing signed on behalf of such
party.

            ARTICLE VIII. SURVIVAL  OF  PROVISIONS  AND  INDEMNIFICATION


  8.1     Survival.  The  covenants, obligations, representations and warranties
of  each  party  contained  in this Agreement, or in any certificate or document
delivered  pursuant to this Agreement, will be deemed to be material and to have
been relied upon by the other parties notwithstanding any investigation prior to
the  Closing, will not be merged into any documents delivered in connection with
the  Closing,  and will terminate two (2) years after Closing; provided however,
that  if  a notice claiming indemnity is properly delivered, the indemnification
obligations  will  not  expire  with respect to such claim(s) until the same are
resolved  as  contemplated  hereunder.


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  8.2     Indemnification  by  LVGI  and  LV  TWIN.  LVGI  and  LV  TWIN  shall
indemnify,  defend and hold TRIPLE WIN and their officers, directors, employees,
agents  and  representatives,  and the TRIPLE WIN  Shareholders harmless against
any  and  all  losses,  costs  and  expenses  (including  reasonable  cost  of
investigation,  court  costs  and  reasonable  legal fees actually incurred) and
other  damages  resulting from (a) any breach by LVGI or LV TWIN of any of their
covenants,  obligations,  representations  or warranties or breach or untruth of
any  representation, warranty, fact or conclusion contained in this Agreement or
any  certificate  or  document  of  LVGI  or  LV TWIN delivered pursuant to this
Agreement, and (b) any claim that is brought or asserted by any third party(ies)
against  the  Shareholders arising out of the ownership, licensing, operation or
conduct  of  LV  TWIN.

  8.3     Indemnification  by  TRIPLE  WIN and Shareholders.  TRIPLE WIN and the
Shareholders  shall  indemnify,  defend  and  hold  LVGI  and  LV TWIN and their
respective  officers,  directors, employees and representatives harmless against
any  and  all  losses,  costs  and  expenses  (including  reasonable  cost  of
investigation,  court  costs  and  reasonable  legal fees actually incurred) and
other damages resulting from (a) any breach by TRIPLE WIN or the Shareholders of
any  of  its  covenants, obligations, representations or warranties or breach or
untruth  of  any  representation, warranty, fact or conclusion contained in this
Agreement  or  any  certificate  or  document  of TRIPLE WIN or the Shareholders
delivered  pursuant  to  this  Agreement,  and  (b) any claim that is brought or
asserted  by  any  third  party(ies)  arising  out  of the ownership, licensing,
operation  or conduct of TRIPLE WIN through Closing, unless the same shall arise
from  the  failure to pay or perform any obligation of Triple Win incurred prior
to  the  Closing  in  the  ordinary  course  of  business  consistent with prior
practice.

  8.4     Rules  Regarding  Indemnification.  The obligations and liabilities of
each  party  hereto  (the  "indemnifying  party")  which  may  be  subject  to
indemnification  liability  hereunder  to the other party(ies) (the "indemnified
party")  will  be  subject  to  the  following  terms  and  conditions:

     (1)  Claims  by Non-Parties. The indemnified party will give written notice
to the indemnifying party, within such time as not to prejudice the indemnifying
party's  ability to defend against the underlying claim, of any written claim by
a  third  party which is likely to give rise to a claim by the indemnified party
against  the  indemnifying  party based on the indemnity agreements contained in
this  Article,  stating with reasonable specificity the nature of said claim and
the  amount thereof, to the extent known. The indemnified party will give notice
to  the indemnifying party that pursuant to the indemnity, the indemnified party
is  asserting against the indemnifying party a claim with respect to a potential
loss  from  the third party claim, and such notice will constitute the assertion
of  a  claim  for  indemnity  by the indemnified party. If, within ten (10) days
after  receiving  such  notice,  the  indemnifying party advises the indemnified
party  that  it  will  provide  indemnification  and  assume  the defense at its
expense,  then so long as such defense is being conducted, the indemnified party
will not settle or admit liability with respect to the claim without the consent
of  the  indemnifying  party  and  will  afford  to  the  indemnifying party and
defending


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counsel  reasonable  assistance  in  defending  against  the  claim.  If  the
indemnifying  party  assumes  the  defense, counsel reasonably acceptable to the
indemnified  party  will  be selected by such party and if the indemnified party
then  retains  its  own  counsel,  it  will  do  so  at  its own expense. If the
indemnified  party  does  not receive a written objection to the notice from the
indemnifying  party  within ten (10) days after the indemnifying party's receipt
of  such  notice,  the claim for indemnity will be conclusively presumed to have
been  assented  to  and  approved,  and  in  such case the indemnified party may
control the defense of the matter or case and, at its sole discretion, settle or
admit  liability.  If  within  the aforesaid ten (10) day period the indemnified
party  will  have received written objection to a claim (which written objection
will  briefly  describe  the  basis  of the objection to the claim or the amount
thereof, all in good faith), then for a period of thirty (30) days after receipt
of  such objection the parties will attempt to settle the dispute as between the
indemnified  party  and  indemnifying  parties. If they are unable to settle the
dispute,  the unresolved issue or issues will be settled by a court of competent
jurisdiction  located  in  Las  Vegas,  Nevada.  During the pendency of any such
dispute,  the  indemnified  party  may control all aspects of the defense of the
matter  or  case.

    (2)   Claims  by  a Party.  The determination of a claim asserted by a party
hereunder  (other  than  as  set forth in subsection (1) above) pursuant to this
Article will be made as follows:  the indemnified party will give written notice
to  the  indemnifying  party,  within  such  time as not to prejudice unduly the
indemnifying  party's  ability  to  defend  against the underlying claim, of any
claim  by  the  indemnified party which has not been made pursuant to subsection
(1)  above, stating with reasonable specificity the nature of such claim and the
amount  thereof, to the extent known.  The claim will be deemed to have resulted
in  a  determination in favor of the indemnified party and to have resulted in a
liability  of  the  indemnifying  party in an amount equal to the amount of such
claim estimated pursuant to this clause (2) if within thirty (30) days after the
indemnifying  party's  receipt  of the claim the indemnified party will not have
received  written  objection  to  the  claim.  In  such event, the claim will be
conclusively  presumed  to  have  been  assented to and approved.  If within the
aforesaid  thirty  (30)  day  period  the  indemnified  party will have received
written  objection to a claim (which written objection will briefly describe the
basis  of  the objection to the claim or the amount thereof, all in good faith),
then for a period of sixty (60) days after receipt of such objection the parties
will  attempt  to  settle  the  disputed  claim  as  between the indemnified and
indemnifying  parties.  If they are unable to settle the dispute, the unresolved
issue  or issues will be settled by a court of competent jurisdiction located in
Las  Vegas,  NV.

  8.5     Exclusive  Remedy.  The indemnification obligations under this Article
are  the sole and exclusive remedies available to TRIPLE WIN, Shareholders, LVGI
and  LV  TWIN  with  respect to this Agreement and the transactions contemplated
hereunder.


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                             ARTICLE IX. MISCELLANEOUS

  9.1     Other  Expenses.  Except as otherwise provided in this Agreement, each
party  will  pay  all  of  its  expenses  in  connection  with  the negotiation,
execution,  and  implementation  of  the  transactions  contemplated  under this
Agreement.

  9.2     Notices.  All  notices,  requests,  demands,  waivers  and  other
communications required or permitted to be given under this Agreement will be in
writing  and will be deemed to have been duly given: (a) if delivered personally
or  sent  by  facsimile,  on  the  date  received, (b) if delivered by overnight
courier,  on  the  day after mailing, and (c) if mailed, five days after mailing
with  postage  prepaid.  Any  such  notice  will  be  sent  as  follows:

     To  TRIPLE  WIN  or  Shareholders:
     ----------------------------------

     To:  Robert  G.  Ducaj,  II,  John  Mulligan,  Leta K. Mulligan and Michael
     Cassidy


     To  LVGI  or  LV  TWIN:
     -----------------------

     To:  Russell  Roth

  9.3     Confidentiality;  Prohibition  on  Trading.  All  parties  agree  to
maintain the confidentiality of this Agreement and the transactions contemplated
hereunder  and  thereunder,  unless disclosure is required by law and except for
disclosures  to  be  made  in connection with obtaining shareholder approval and
third  party  consents,  and  actions  required  to  consummate the contemplated
transactions.  The  Shareholders  agree  not  to trade in the securities of LVGI
based  upon  any  nonpublic  information.

  9.4     Controlling  Law.  This  Agreement  will be construed, interpreted and
enforced in accordance with the substantive laws of the State of Nevada, without
giving  effect  to  its  conflicts  of  laws  provisions.

  9.5     Headings.  Any  table  of  contents  and  Section  headings  in  this
Agreement  are  for  convenience of reference only and will not be considered or
referred  to  in  resolving  questions  of  interpretation.

  9.6     Benefit.  This  Agreement  will  be binding upon and will inure to the
exclusive  benefit  of  the  parties  hereto  and  their respective heirs, legal
representatives,  successors and assigns.  No party hereto may assign any rights
or  delegate any duties hereunder without the prior written consent of the other
parties  hereto  and any prohibited assignment or delegation will be deemed null
and  void.

  9.7     Partial  Invalidity.  The  invalidity  or  unenforceability  of  any
particular  provision  of  this  Agreement  will not affect the other provisions
hereof,  and this Agreement will be


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construed  in  all  respects as if such invalid or unenforceable provisions were
omitted.  Further,  there  will be automatically substituted for such invalid or
unenforceable  provision  a  provision as similar as possible which is valid and
enforceable.


  9.8     Counterparts  and  Facsimiles  This  Agreement  may  be  executed
simultaneously  in  two (2) or more counterparts each of which will be deemed an
original  and  all  of  which  together  will  constitute  but  one and the same
instrument.  The  signature  page  to  this  Agreement  and  all other documents
required  to  be  executed  at  Closing  may  be  delivered by facsimile and the
signatures  thereon  will  be  deemed  effective  upon  receipt  by the intended
receiving  party.

  9.9     Interpretation.  All pronouns and any variation thereof will be deemed
to  refer to the masculine, feminine, neuter, singular or plural as the identity
of  the  person  or  entity,  or  the  context,  may  require.  Further,  it  is
acknowledged  by  the  parties  that this Agreement has undergone several drafts
with  the  negotiated  suggestions of both; and, therefore, no presumptions will
arise favoring either party by virtue of the authorship of any of its provisions
or  the  changes  made  through  revisions.

  9.10    Entire Agreement; Waivers.  This Agreement, including the Exhibits and
Attachments  hereto  and  those  portions  incorporated  herein  by  reference,
constitutes  the  entire agreement between the parties hereto with regard to the
matters  contained  herein  and  it  is  understood and agreed that all previous
undertakings, negotiations, letter of intent and agreements between the parties,
are  merged  herein.  This  Agreement may not be modified orally, but only by an
agreement  in writing signed by the parties hereto.  The failure of any party to
this  Agreement  or  the  failure of any Shareholder to assert any of its rights
under  this  Agreement or otherwise will not constitute a waiver of such rights.
Neither  the failure nor any delay on the part of any party hereto in exercising
any rights, power or remedy hereunder will operate as a waiver thereof or of any
right,  power  or  remedy; nor will any single or partial exercise of any right,
power  or remedy preclude any further or other exercise thereof, or the exercise
of  any  other  right,  power  or  remedy.

  9.11    Legal  Fees  and  Costs.  In  the  event any party hereto incurs legal
expenses to enforce or interpret any provision of this Agreement, the prevailing
party  will  be  entitled  to  recover  such  legal expenses, including, without
limitation,  reasonable attorney's fees, costs and disbursements, in addition to
any  other  relief  to  which  such  party  will  be  entitled.



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     IN  WITNESS  WHEREOF,  the  parties hereto have executed this Agreement and
Plan  of  Merger  as  of  the  date  first  above  written.

                        /s/ ROBERT  G.  DUCAJ,  II
                        _____________________________________
                        ROBERT  G.  DUCAJ,  II

                        /s/ JOHN  MULLIGAN
                        _____________________________________
                        JOHN  MULLIGAN

                        /s/ LETA  K.  MULLIGAN
                        _____________________________________
                        LETA  K.  MULLIGAN

                        /s/ MICHAEL  CASSIDY
                        ______________________________________
                        MICHAEL  CASSIDY


                        TRIPLE  WIN  IN  NEVADA,  INC.


                        By:   /s/ Robert G. Ducaj II

                        Title:  President


                        LAS  VEGAS  GAMING,  INC.


                        By:   /s/ Russ Roth

                        Title:   President


                         LAS  VEGAS  TWIN,  INC.


                         By:  /s/ Russ Roth

                         Title:  President