Exhibit
10.13




***Text
Omitted and Filed Separately


with
the Securities and Exchange Commission.


Confidential
Treatment Requested


Under
17 C.F.R. Sections 200.80(b)(4)


and
240.24b-2




RETROFIT
LICENSE AGREEMENT




This
Retrofit License Agreement (the “Agreement”)
is made and entered into as of this September 30, 2008 (the “Effective
Date”), by and
between Las Vegas Gaming, Inc., (LVGI), a
Nevada corporation, with a primary business address of 4000 West Ali Baba Lane,
Las Vegas, Nevada 89118, and IGT (IGT), a
Nevada corporation with a primary business address of 9295 Prototype Drive,
Reno, NV 89521 (each a “Party” and
collectively the “Parties”).






WITNESSETH




WHEREAS, IGT owns a number of
design patents, trademarks, and copyrights in addition to trade dress related to
Gambling (defined below) and Electronic Gaming Machines (defined
below);




WHEREAS, IGT has asserted
that LVGI has infringed certain of IGT’s trademarks and copyrights through
retrofitting and/or modifying Electronic Gaming Machines manufactured by IGT to
provide users access to LVGI’s PlayerVision® system;




WHEREAS, the Parties wish to
amicably resolve all claims that have been asserted or could be asserted by and
between IGT and LVGI; and




WHEREAS, in order to resolve
the claims, LVGI desires to license certain of IGT’s design patents, trademarks,
copyrights, and trade dress related to Electronic Gaming Machines for the
purpose of retrofitting or modifying existing Electronic Gaming
Machines;




NOW, THEREFORE, in
consideration of the premises and the mutual promises and covenants contained
herein, the Parties agree as follows:




ARTICLE
1


Definitions




The
following terms with initial capital letters shall have the following
meanings:




“Competitor”
means any manufacturer, supplier, or distributor of Gambling Products with which
IGT reasonably considers itself to compete for business.




“Electronic Gaming
Machine” or “EGM” means
electronic or electro-mechanical device including the peripheral components
housed in its enclosure that is primarily designed and used for Gambling, and
that has all of the following characteristics: (a) is used by the player to
input




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the wager
amount and otherwise initiate game play; (b) displays the amount wagered, the
outcome of the wager, and the credit amount available to the player; (c)
displays the outcome of the Gambling event to the player within five minutes of
initiating the wager; and (d) is provided to the player by the EGM
operator.  The definition of an EGM is limited to the device in close
proximity to the player and does not include supporting software and servers
remote from the device.  For the avoidance of doubt, and by way of
example, personal computers, televisions, personal digital assistants (PDAs),
and cellular and other mobile telephones are not primarily designed for Gambling
and are not EGMs for the purposes of this defined term.




“End User”
means the licensed operator (e.g., the casino operator) of an Electronic Gaming
Machine.




“Functionality”means the PVD hardware which is substantially similar
to the functionality being provided as of July 17th, 2008.




“Gambling”
means playing or exposing for play any activity or event involving a wager or a
placing at risk a sum of money or other representative of value, whether or not
redeemable for cash, on an occurrence the outcome of which is uncertain,
including events that include some element of skill (e.g., sports, card games,
and racing).  The award corresponding to the outcome of such event or
activity can be cash or any other prize.




“IGT Licensed
IP” means those IGT-owned copyrights, trademarks, trade dress, and design
patents, but only to the extent that such are necessary for modifying an IGT
Machine (defined below) with a PVD (defined below).  For the sake of
clarity, IGT Licensed IP does not include any utility patents owned by IGT or
any non-IGT intellectual property to which IGT has an interest.




“IGT
Machine” means an EGM manufactured by IGT which is placed in the market
for sale, lease, rental, or placement under a trade name owned or controlled by
IGT.  The definition of IGT Machine excludes IGT’s recurring revenue
or participation devices – which include the IGT megajackpot
systems.




“IGT sb
System” or “ISBS”
means IGT’s server-based network systems which utilize the following IGT user
interfaces: sbNexGenTM, Service WindowTM, and other interfaces to IGT systems as
may be necessary, subject to final approval by IGT.  For the sake of
clarity, this excludes the non-sb NexGen, Advantage Systems, and TITO
systems.




“IGT
Systems” means all IGT sb Systems, Advantage® systems, including, but not
limited to, TITO systems, and any other computer system and/or operational
network licensed, sold, or placed by IGT or its distributors and related to
Gambling.




“Intellectual
Property” means all intellectual property rights including all past,
present and future rights in patents, industrial property rights, copyrights,
trademarks, and trade secrets.




“Place,”
“Placed” or
“Placement”
shall mean the sale, lease, or any other provision of Products (defined below)
including, without limitation, on a participation or any other revenue
generating basis.




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“PlayerVision
Device(s)” or “PVD(s)”
means the hardware, software, firmware connections, enclosures, and housings
that are only capable of providing the Functionality.




“Product”
means any product or service.




“Retrofit”
(or “Retrofitting”) means putting a PVD into an IGT Machine.




“Retrofitted IGT
Machine(s)” means an IGT Machine that has had a PVD installed into
it..




ARTICLE
2


License




2.1  License Grant.Subject to the terms and conditions of this section and of this
Agreement, IGT hereby grants LVGI a limited, non-exclusive,
non-transferable(except as provided in Section10.9), non-sub-licensable, world-wide license to
the IGT Licensed IP for the sole purpose of Retrofitting.  This grant does not provide any license to trademarks,
trade dress, and design patents for use outside the IGT
Machine.  Also, this grant does not provide any license to incorporate
IGT Licensed IP into LVGI content.  However, with respect to the
copyrights, the license is limited to the display of the content on the EGM
video screen so long as it does not utilize alpha compositing or digital
compositing technology.Any Retrofitting shall be made with an
End User license restriction for the IGT Licensed IP to be used in the same IGT
Machine and in the same casino property as initially installed.  For
example, and without expanding the scope of the grant above, an End User that
purchases a PVD to Retrofit a specific IGT Machine may properly use the IGT
Licensed IP along with that Retrofitted IGT Machine but only for as long as that
PVD remains in the same IGT Machine and in the same casino.  In the
event that an End User moves the PVD to a new EGM or moves the Retrofitted IGT
Machine to a different casino, the existing license to use the IGT Licensed IP
associated with that PVD on that Retrofitted IGT Machine will be
void.  For the avoidance of doubt, the rights provided under this
Agreement do not include any license or covenant not to sue with respect to any
IGT utility patents or any utility patents to which IGT may have
rights.




2.2  License
Limitations Under [...***...] or Before [...***...].  The license to
the IGT Licensed IP granted in Section 2.1 is limited to a maximum of [...***...]
IGT Machines that are Placed into operation worldwide as of [...***...], and for
which the Retrofitting is performed by that date.  These Placements
shall be licensed at no cost to LVGI for the life of those Placements, so long
as:




1.
            such
      Retrofitted IGT Machines remain in the same casino property as they were
      originally placed prior to [...***...];


2.
            such
      PVD has not been changed to add any new Functionality to that which was originally
      installed prior to [...***...]; and


3.
            any
      hardware or firmware installed as a part of the PVD remains in the same
      IGT Machine as it was originally Retrofitted or modified prior to
      [...***...].




It is further agreed that the repair or replacement of
an existing Placement of a PVD shall not comprise a new Placement, to the extent
such repair or replacement does not change existing functionality in a way that
can be perceived by the player.


***Confidential
Treatment Requested




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2.3  License
Limitations Over [...***...] or After [...***...].After the earlier
of the Placement of the [...***...] Retrofitted IGT Machine or [...***...], and
subject to the limitations and restrictions of Section 2, IGT will further
license LVGI to use the IGT Licensed IP for the purpose of Retrofitting up to a
maximum of [...***...] of the floor of IGT Machines in any individual gaming
facility or casino that is operating an IGT ISBS.  For example, after
[...***...], if a single casino property has a total floor of [...***...] EGMs with
[...***...] of the [...***...] total EGMs being IGT Machines, LVGI will be licensed
to Retrofit [...***...] IGT Machines in this single casino property, but only if the
single casino property also operates an IGT ISBS.  The royalty rate
for these [...***...] Retrofitted IGT Machines (i.e., [...***...] of the total floor of
IGT Machines [...***...]) in the casino property is calculated as provided in
Section 3.2.  After the earlier of the Placement of the
[...***...] Retrofitted IGT Machine or [...***...], LVGI shall not, without the
express written consent of IGT, modify any IGT Machines in locations that are
not operating an IGT sb System.




ARTICLE
3


Consideration/Royalty




3.1  Royalty-Free
Placements.  Retrofitted IGT Machines that are licensed
pursuant to Section 2.2, and which continue in conformance with the requirements
of Section 2.2, will be licensed for use of the IGT Licensed IP to LVGI without
a license fee for the life of those Placements at their original
locations.




3.2  Royalty-Bearing
Placements.After the earlier of the Placement of the [...***...]
Retrofitted IGT Machine or [...***...], LVGI will pay a royalty to IGT of [...***...]
per Retrofitted IGT Machine for each additionally Placed, moved, or modified
Retrofitted IGT Machine placed up to a maximum of [...***...] of the floor of IGT
Machines in any individual gaming facility or casino that is operating an IGT
ISBS.  After [...***...], the royalty shall increase to [...***...] per
Retrofitted IGT Machine for those Retrofitted IGT Machines Placed up to a
maximum of [...***...] of the floor of IGT Machines in any individual gaming
facility or casino that is operating an IGT ISBS.




3.3  Royalty
Payments.  LVGI shall furnish to IGT, within 45 days of the end
of each calendar quarter in which LVGI has installed a PVD into an IGT Machine
that has been Placed, a detailed royalty statement showing the number of IGT
Machines modified with a PVD and Placed into operation during the immediately
preceding quarter, separated into Placements for each country in which sales, or
leases, or profit participations occur.  The royalty payment shall
accompany the royalty statement.  Royalties on Placed Retrofitted IGT
Machines shall be made without any tax withholding.




3.4  Failure to
Pay.Any amounts not paid when due will accrue interest at the
rate of 1.5% per month.For the
avoidance of doubt, any failure to pay is an event of default and is subject to
the notice, cure, and termination provision as provided in Section
10.5.




***Confidential
Treatment Requested




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ARTICLE
4


Records
and Audits




4.1  Records.  LVGI
shall maintain at its principal office for the term of this Agreement and for 7
years thereafter accurate books and records in sufficient detail to enable IGT
to verify the basis for and the accuracy of the royalty statements required to
be submitted to IGT pursuant to Section 3.3 and LVGI’s compliance with each and
every term and condition of this Agreement.




4.2  Audit and
Inspection Rights.  IGT shall have the right, exercisable not
more than once in any calendar year during the period outlined in Section 4.1,
to audit, through its own financial employees or through independent accountants
(together the “Auditor”), the books and records (both electronic and hard copy)
contemplated at Section 4.1.  IGT shall provide LVGI with no less than
2 weeks written notice of its intent to audit LVGI’s books and records as
provided under this Agreement and LVGI shall be ready for such audit – meaning
that LVGI shall have all records required hereunder ready for inspection upon
the arrival of the Auditor and LVGI shall also promptly provide additional
documentation as may be required.  Such notice shall indicate the
period to be audited, the identity of the auditor and the scope of the
audit.  LVGI shall immediately pay any shortfall together with
interest as provided in the next sentence.  Should an audit reveal a
discrepancy of royalty payment in relation to royalty actually earned greater
than 5% annually, LVGI shall pay any shortfall together with interest on any
outstanding balance at the lesser of 1.5% monthly or the maximum amount
permitted by law, and shall reimburse IGT for the reasonable cost of the
audit.  If audits of LVGI reveal a shortfall in royalty payment of
greater than 5% in any fiscal year, and the findings support that the
withholding of such royalty payments was done intentionally or in bad faith, IGT
shall have the right to terminate this Agreement.  In all events,
IGT’s right to terminate shall be subject to the provisions of Article
10.




ARTICLE
5


LVGI
Obligations




5.1  Technical
Specifications.  As
a condition precedent to the execution and closing of this Agreement, LVGI must
attach hereto as Appendix A, all detailed technical specifications for the PVD
currently pending before the Nevada Gaming Control Board (NGCB) and/or Game
Labs, Inc. (GLI), as of July 17th,
2008.




5.2  Dismissal of the
Lawsuit Between the Parties.  The Parties are currently engaged
in a lawsuit in the United States District Court for the District of
Nevada,  which is captioned IGT vs. Las Vegas Gaming, Inc., Case No.
3:07-cv-415-BES(VPC) (“the Pending Lawsuit”).  In the Pending Lawsuit,
IGT has alleged that LVGI has infringed certain copyrights, trademarks and trade
dress owned by IGT.  Both Parties agree to instruct their litigation
counsel handling the Pending Lawsuit to present to the court in the Pending
Lawsuit the “Order Granting Stipulated Motion for Dismissal” as contained in
attached Appendix B and the “Stipulated Motion for Dismissal” as contained in
attached Appendix C.  The Parties hereby stipulate to entry of a final
judgment with prejudice in the Pending Litigation in the form of the “Order
Granting Stipulated Motion for Dismissal” as contained in attached Appendix
B.




5.3  IGT Release of
LVGI.IGT does hereby fully and forever release LVGI and its
subsidiary Imagineering Gaming, Inc., and their officers, directors,
shareholders, employees and attorneys and customers from any and all claims,
known and unknown, that arise out of the subject matter of the Pending
Litigation or, with the exception of any claims based on utility patents, that
were or could have been asserted in the Pending Litigation or relating to any
financial obligations of LVGI or its subsidiary Imagineering Gaming, Inc. to IGT
as of September 11, 2008.  For the sake of clarity such released
financial obligations do not include any financial obligations of LVGI or its
subsidiary Imagineering Gaming, Inc. to IGT arising from or relating to this
Agreement, the License and Application Support Agreement, the Intellectual
Property Access Agreement, and/or the LVGI Investment Agreement.




5.4  LVGI Release of
IGT.LVGI does hereby fully and forever release IGT and its
officers, directors, shareholders, employees and attorneys  and
customers from any and all claims, known and unknown, that arise out of the
subject matter of the Pending Lawsuit or, with the exception of any claims based
on utility patents, that were or could have been asserted in the Pending Lawsuit
or relating to any financial obligations that IGT may be liable to LVGI as of
September 11, 2008.  For the sake of clarity such released financial
obligations do not include any financial obligations of IGT to LVGI arising from
or relating to this Agreement, the License and Application Support Agreement,
the Intellectual Property Access Agreement, and/or the LVGI Investment
Agreement.





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ARTICLE
6
 Representations
and Warranties
  6.1  General
Representations and Warranties.Each Party represents and
warrants to the other as follows: (a) it is a valid and existing corporation and
in good standing under the laws of the state of its incorporation; (b) it has
the power and authority required to carry on its activities as they are now
conducted; (c) it has the has full legal right and corporate power, without the
consent of any other person to execute, deliver and to perform its obligations
under this Agreement; (d) all corporate and other actions required to be taken
by it to authorize the execution, delivery and performance of this Agreement and
all transactions contemplated hereby have been duly and properly taken; (e) no
consent, approval, authorization or filing of any certificate, notice
application, report or other document with any governmental authority is
required on the part of such Party in connection with the valid execution and
delivery of this Agreement or the performance by such Party of any of its
obligations hereunder; (f) the execution, delivery and performance of this
Agreement do not violate or conflict with any law applicable to it, any
provision of its charter or bylaws, any order or judgment of any court or other
agency of government applicable to it or any of its assets, or any contractual
restriction binding on or affecting it or any of its assets; and (g) the
execution, delivery and performance of this Agreement has been duly and validly
authorized by each Party, and upon execution and delivery, this Agreement
constitutes the valid and binding agreement of each Party enforceable against it
in accordance with its terms.


6.2  No Third Party
Assistance.  LVGI represents and warrants that it will not
assist any third party to modify any IGT Machine in any manner.For sake of clarity, this provision shall not preclude
LVGI from utilizing subcontractors to assist LVGI in modifying an IGT machine in
accordance with LVGI’s exercise of the rights granted it under this
Agreement.  This provision also does not prohibit an End User from
using its own technicians to assist LVGI in modifying an IGT machine in
accordance with LVGI’s exercise of the rights granted it under this
Agreement.LVGI further agrees
not to assist in development or license any third parties for development or deploymentof any technology for EGMs or for Functionalitiesthat may be
similar to subject matter described by the LVGI PVT Patents, but LVGImay use distributors of its choice for
distribution of its own Products, subject to IGT’s rights under the IPAA.For sake of clarity, this provision shall
not preclude LVGI from utilizing sub-contractors to assist LVGI in Developing or
deploying LVGI’s technology.




6.3  Authorized
Modifications Only.LVGI represents and warrants that it will
not modify any IGT Machine in any manner other than as expressly licensed herein
or in any manner that is inconsistent with the rights licensed
herein.




6.4  No Intention for
Suit.IGT represents and warrants that it is not IGT’s current intention
to bring a patent infringement law suit against LVGI.  LVGI
acknowledges that this representation and warranty may not be construed to be a
license or a covenant not to sue with respect to any IGT patents.  In
the event that either Party contemplates a potential law suit against the other
Party with respect to Intellectual Property rights, the Parties will exercise
the procedure as specified in section 2.06 (Mechanism for Resolving Potential
Patent Infringement Between the Parties) or section 2.07 (Mechanism for
Resolving Potential Non-Patent Infringement Between the Parties) of the
Intellectual Property Access Agreement between the Parties.




6.5  Quality.LVGI
agrees that its use of the IGT owned trademarks shall be at all times of a high
quality and conform to high standards consistent with IGT’s products and
services and LVGI shall provide to IGT, pursuant to IGT’s reasonable request,
the right to inspect Retrofits and LVGI shall otherwise reasonably cooperate
with IGT to facilitate IGT’s quality control.




6.6  Ownership.LVGI acknowledges and agrees that IGT is the owner of all right, title
and interest in and to the IGT owned trademarks, including all associated
registrations, pending applications and statutory and common law
rights.  LVGI agrees that all use of the IGT owned trademarks shall
inure to the benefit of IGT and LVGI shall not acquire any rights by virtue of
any use of the IGT owned trademarks.




6.7  Use.LVGI
shall not use the IGT owned trademarks other than as licensed in this Agreement
and in connection with sale, offering for sale or Placement of Retrofitted IGT
Machines.




6.8  Goodwill.LVGI
recognizes the high value of the goodwill associated with the IGT owned
trademarks and acknowledges that all rights therein and the goodwill pertaining
thereto belong exclusively to IGT and LVGI assigns any existing or potential
interest or rights it may have therein to IGT.




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ARTICLE
7


Confidentiality




7.1  Confidentiality
Obligation.Each Party will, and will cause each of its
Representatives to (a) hold all information relating to the business of the
other Party disclosed to it by reason of this Agreement confidential; (b) not
use any such information except as necessary to perform its obligations and
exercise its rights under this Agreement; and (c) not disclose any of such
information to any third party unless required by law or otherwise legally
compelled to disclose such information; provided, however, that to the extent
that either Party may become so legally compelled, such Party may disclose such
information only if it will first have used reasonable efforts to obtain, and,
if practicable, will have afforded the other Party the opportunity to obtain, an
appropriate protective order or other satisfactory assurance of confidential
treatment for the information required to be so disclosed.




7.2  Exceptions to
Confidentiality.The Party who received such confidential
information will not be required to keep confidential any information that (a)
was, at the time of disclosure to it, in the public domain; (b) after disclosure
to it, is published or otherwise becomes part of the public domain through no
fault of the receiving Party; (c) was received after disclosure to it from a
third Party who had a lawful right to disclose such information or materials to
it; (d) was required by law to be disclosed to any regulatory body having
jurisdiction over the receiving Party or any of its respective affiliates,
customers; (e) that disclosure is necessary by reason of applicable legal,
accounting or regulatory requirements beyond the reasonable control of the
receiving Party; or (f) is subsequently developed by the receiving Party
independently of the information received from the disclosing Party, as
evidenced by written documentation.




7.3  Certain
Disclosures.In the case of any disclosure pursuant to Section
7.2(d) or (e), to the extent practical, the receiving Party will notify the
disclosing Party in advance of the required disclosure and will use commercially
reasonable efforts to assist the disclosing Party in obtaining a protective
order, if available, covering such disclosure.  If such a protective
order is obtained, such information and materials will continue to be deemed to
be confidential information.  In no event shall the information
disclosed pursuant to Section 7.2(d) or (e) of this Agreement exceed that which
is required by such legal, accounting or regulatory requirement, as
applicable.




7.4  Terms of
Agreement.LVGI agrees that this Agreement and its provisions
will remain confidential, protected as confidential information as per the above
provisions of this Article 7, and will only be distributed to those persons
within LVGI that have a need to know, subject to any disclosure required by law
or regulation to the Securities and Exchange Commission (“SEC”), Department of
Justice or any court or tribunal of competent
jurisdiction.  Notwithstanding the foregoing, LVGI will have the right
to disclose the terms of this Agreement to its attorneys, accountants, actual
and potential sources of financing, and potential acquirers, under appropriate
non-disclosure agreements or duties.




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ARTICLE
8


Indemnification




8.1  Indemnification
Obligations.Each Party (the “Indemnifying
Party”) will indemnify, defend and hold the other Party and its officers,
directors, employees and agents (the “Indemnified
Party”) harmless from any and all damages, costs and expenses arising
from any third party claims, threats, proceedings or suits (“Third Party
Claims”) to the extent such Third Party Claims arise from or relate to
the Indemnifying Party’s breach of any representation, warranty or covenant
hereunder.




8.2  Indemnification
Procedures.Upon receiving notice of any Third Party Claim covered by
Section 8.1, the Indemnified Party will notify the Indemnifying Party promptly;
provided, however, that the right of indemnification hereunder will not be
adversely affected by a failure to give such notice, unless and only to the
extent that the Indemnifying Party is materially prejudiced
thereby.  The Indemnifying Party may assume control of the defense of
any such claim, if (a) the Indemnifying Party acknowledges its obligation to
indemnify the Indemnified Party for any losses resulting from such claim, and
(b) the claim does not seek to impose any liability on the Indemnified Party
other than money damages; provided, however, that the Indemnified Party may, at
its own cost and expense, participate through its attorneys or otherwise, in
such investigation, trial and defense of such claim and any appeal arising
therefrom.  The Indemnifying Party will not settle any such claim
without the Indemnified Party’s prior written consent (which consent will not be
unreasonably withheld or delayed), unless such settlement is solely for monetary
damages for which the Indemnified Party is fully indemnified under this
Agreement.  If the Indemnifying Party does not assume full control
over the defense of a claim pursuant to this Section 8.2, then the Indemnifying
Party may participate in such investigation, defense or trial, solely at its
cost and expense, and the Indemnified Party will have the right to defend or
settle such claim in such manner as the Indemnified Party deems appropriate,
solely at the cost and expense of the Indemnifying Party.




8.3  Indemnification
of IGT Against Claims Arising from LVGI PVDs.LVGI will
defend, indemnify and hold harmless IGT and its officers, directors, employees
and agents from any and all damages, costs, and expenses arising from any claim
relating to or arising from any uses or installations of the PVDs, regardless of
whether the PVDs was installed in an IGT Machine or a non-IGT
EGM.




ARTICLE
9


Term
and Termination




9.1  Term.The
term of this Agreement will commence on the Effective Date and will continue in
force until terminated by mutual written consent of all parties to this
Agreement unless terminated earlier as set forth in this Article 9.




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9.2  Termination for
Regulatory Compliance.Each Party and its affiliates conduct
business in a highly regulated industry under privileged licenses issued by
gaming regulatory authorities both domestic and international.  Each
Party maintains a compliance program that has been established to protect and
preserve the name, reputation, integrity, and good will of such Party and its
affiliates and to monitor compliance with the requirements established by gaming
regulatory authorities in various jurisdictions around the
world.  Each Party agrees to cooperate with requests, inquiries, or
investigations of gaming regulatory authorities or law enforcement agencies in
connection with the performance of this Agreement.  Each Party agrees
to fully cooperate with the other Party in the completion of any necessary due
diligence background investigation.  If either Party receives a
written or oral opinion, recommendation or indication from a gaming regulatory
authority (including a representative thereof) or if either Party determines,
based upon facts and evidence that would reasonably be accepted by gaming
regulatory authorities or other licensed gaming entities, that continuation of
this Agreement would jeopardize the gaming licenses, permits or status of such
Party or any of its affiliates with any gaming regulatory authority or similar
law enforcement authority (“Regulatory
Trigger”), then: (a) such Party will give notice to the other Party of
the Regulatory Trigger, including details of the opinion, recommendation,
indication or asserted facts (to the extent known by the receiving Party), and
provided such Party is given a time period to address the basis for said
Regulatory Trigger, that Party will provide the other Party a reasonable time
frame within such Party's reasonably allotted time period to comment upon and
take action to remove such basis; and (b) if such Regulatory Trigger is not
cured to that Party's reasonable satisfaction, such that a reasonable risk
remains that jeopardizes the status of such Party with any gaming regulatory
authority, that Party may terminate such portion of this Agreement which would
cure the Regulatory Trigger (leaving the remainder of this Agreement in force
and effect), and if such cannot be effected, such Party may terminate this
entire Agreement immediately.




9.3  Consequences of
Termination.In the event that this Agreement or any portion
hereof is terminated pursuant to Article 9, any payments made or payment
obligations that exist pursuant to this Agreement at the time of such
termination shall be non-refundable or remain due and payable (as the case may
be); provided that such Regulatory Trigger does not mandate
otherwise.  In addition, the rights intended to be unaffected
according to the express provisions of this Agreement and Articles 4 and 7-10
will survive any such termination.  All other provisions of this
Agreement will be terminated.




9.4  Dispute
Resolution.Prior to any termination of this Agreement for
breach, or the commencement of any litigation by one Party (the first Party)
against the other arising out of an alleged breach of this Agreement, the matter
must first be referred to a senior executive of each Party by the first Party
sending to the other Party a written notice that sets out the particulars of the
dispute and the alleged breach of this Agreement.  The senior
executives of each Party will then arrange to meet at the next most convenient
time, but no later than 30 days from receipt of the dispute notice, and will use
commercially reasonable efforts to resolve the dispute in good
faith.  Should the senior executives fail to resolve the dispute
within seven days of the date of their meeting, then either Party may initiate
non-binding mediation to resolve such dispute, with costs to be shared equally
by the Parties.  If such mediation fails to resolve such dispute
within 10 days of the mediation, each Party is free to seek any remedies
available to it to resolve such dispute, including litigation.




9.5  Termination for
Failure to Pay.Notwithstanding Section9.4
above, any failure to pay monies due under this Agreement when due, including
any royalties due under Article 3, shall constitute a material breach, and the
non-breaching party may immediately terminate this Agreement for non-payment
when the defaulting party fails to cure such non-payment within 30 days of
written notice specifying such non-payment.


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ARTICLE
10


Miscellaneous




10.1  Notices.Whenever
this Agreement provides that any notice, demand, request, consent, approval,
declaration, or other communication be given to or served upon any of the
parties by another, such notice, demand, request, consent, approval,
declaration, or other communication shall be in writing and shall be deemed to
have been validly served, given, or delivered (and “the date of such notice” or
words of similar effect will mean the date) five days after deposit in the
United States mails, certified mail, return receipt requested, with proper
postage prepaid, or upon confirmed receipt thereof (whether by noncertified
mail, telecopy, express delivery, or otherwise), whichever is earlier, and
addressed to the party to be notified as follows:




If
      to IGT, at:
            IGT
              9295
      Prototype Drive
              Reno,
      Nevada  89521
              
              Attention:           Richard
      Pennington
              Fax:                      775.448.1488with
      copies to:
            Fulbright
      & Jaworski L.L.P.
              2200
      Ross Avenue
              Suite
      2800
              Dallas,
      Texas 75201
              
              Attention:          
      Glen J. Hettinger
              Fax:                      214.855.8200If
      to LVGI, at:
            LVGI
              4000
      West Ali Baba Lane
              Las
      Vegas, Nevada 89118
              
              Attn:    
      Jon Berkley
              Fax:      
      702.733.4907
              with copies to:
    Legal@LVGI.comwith
      copies to:
            Weide & Miller, Ltd.
              7251W. Lake
      Mead Blvd., Suite 530
              Las Vegas, NV 89128
              Attention:  R. Scott
      Weide
              Fax:            702-382-4805







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or to
such other address as each party may designate for itself by like
notice.  No notice, demand, request, consent, approval, declaration,
or other communication shall be deemed to have been given or received unless and
until it sets forth all items of information required to be set forth therein
pursuant to the terms of this Agreement.




10.2  Choice of
Law.  This Agreement will be governed by and construed in
accordance with the laws of the State of Nevada, without regard to any conflicts
of laws.IN THE
EVENT OF A DISPUTE BETWEEN THE PARTIES RELATING TO THISAGREEMENT, EACH OF THE PARTIES HERETO SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEVADA COUNTY OF
WASHOE AND DOES HEREBY WAIVE ANY CLAIM THAT SUCH FORUM IS
INCONVENIENT.




10.3  Integration;
Amendments; Waivers.  This Agreement constitutes the entire
agreement among the Parties with respect to the subject matter hereof and
supersedes all previous written, and all previous or contemporaneous oral,
negotiations, understandings, arrangements, understandings, or
agreements.  This Agreement may not be amended, modified, or
supplemented, or any provision of this Agreement waived, except by a writing
signed by all the parties to this Agreement.  No custom, practice,
course of dealing, or similar conduct will be deemed to amend, modify, or
supplement any term of this Agreement.  The failure of any Party to
enforce any right or remedy under this Agreement, or to enforce any such right
or remedy promptly, will not constitute a waiver thereof, nor give rise to any
estoppel against such Party, nor excuse any other Party from its obligations
under this Agreement.  Any waiver of any such right or remedy by any
Party must be in writing and signed by the Party against which such waiver is
sought to be enforced.  No waiver will be deemed a continuing waiver
or a waiver of any right beyond the specific right waived in such
waiver.




10.4  Further
Assurances.Each Party to this Agreement shall, without the
necessity of any further consideration, execute and deliver any and all such
further documents and take any and all such other actions as may be reasonably
necessary or appropriate to carry out the intent and purposes of this Agreement
and to consummate the transactions contemplated hereby.




10.5  Force
Majeure.No Party will be deemed in default if delayed or
prevented from performing its obligations under this Agreement, in whole or in
part, due to an act of God, fire, flood, explosion, civil disorder, strike,
lockout or other labor trouble, material shortages of utilities, equipment,
materials or facilities, delay in transportation, breakdown or accident, riot,
war, terrorist attack or other cause beyond its reasonable control (a “Force Majeure
Event”); provided that such party will resume full performance of this
Agreement as soon as practicable following the conclusion of the Force Majeure
Event; and provided further, that any adverse event resulting directly or
indirectly from conditions generally affecting any industry or industry sector
in which a Party operates or competes which does not have a materially
disproportionate impact on the Party relative to other industry participants
shall not be considered a Force Majeure Event under this Agreement.




10.6  Headings.The
headings in this Agreement are for convenience of reference only and are not
part of the substance of this Agreement.




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10.7  Severability.It
is not the intention of the Parties to this Agreement expressly to violate any
public policy, statutory or common law rules, regulations, or decisions of any
governmental or regulatory body.  If any provision of this Agreement
are interpreted or construed as being in violation of any such policy, rule,
regulation, or decision, the provision, section, sentence, word, clause, or
combination thereof causing such violation shall be rendered inoperative to the
minimum extent necessary in order to not be violative as set forth above (and in
lieu thereof the Parties jointly request the court to insert such provision,
sentence, word, clause, or combination thereof that is as favorable as possible
to the Party the rights of which were made inoperative as may be valid and
consistent with the intent of the parties under this Agreement) and the
remainder of this Agreement, as amended, shall remain binding upon the Parties
to this Agreement, unless the inoperative provision would cause enforcement of
the remainder of this Agreement to be inequitable under the
circumstances.




10.8  Time.Time
shall be of the essence with respect to this Agreement.




10.9  Assignment.Neither this Agreement nor any rights hereunder
may be transferred or assigned, nor any duties under this Agreement delegated,
by operation of law or otherwise, without the written consent of all parties to
this Agreement, except that IGT may assign this
Agreement and all rights hereunderand
delegate all of its obligationshereunder
to an affiliate of IGT and except
that LVGI may assign this Agreement and all
rights hereunderand delegate all of its
obligationshereunder to a person or entity
that is a non-Competitorof IGT that acquires all or substantially all of the
assets of LVGI in a single transaction or series or related transactions. For
the purposes of the foregoing, a Change of Controlof LVGIwill be
deemed an attempted assignment of this Agreement and the rights hereunder and a
delegation of all duties hereunder.Any attempted assignment, transfer or
delegation that is that is not in conformance with this agreement is
void.




“Change of
Control” means the occurrence of any of the following
events:




(a)
            LVGI
      becomes aware of the acquisition by any “person” or group (within the
      meaning of Section 13(d)(3) or Section 14(d)(2) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any
      successor provision), including any group acting for the purpose of
      acquiring, holding or disposing of securities (within the meaning of Rule
      13d-5(b)(1) under the Exchange Act) in a single transaction or in a
      related series of transactions, by way of merger, consolidation or other
      business combination or purchase of “beneficial ownership” (within the
      meaning of Rule 13d-3 under the Exchange Act, or any successor provision)
      of 20% or more of the total voting power of the Voting Stock of
      LVGI;




(b)
            (i) there
      shall be consummated any share exchange, consolidation or merger of LVGI
      pursuant to which LVGI’s common stock would be converted into cash,
      securities or other property, other than pursuant to a share exchange,
      consolidation or merger of LVGI in which the holders of LVGI’s common
      stock immediately prior to the share exchange, consolidation or merger
      have, directly or indirectly, at least a majority of the total voting
      power of the voting stock of the continuing or surviving
      corporation




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immediately
after the share exchange, consolidation or merger, or (ii) LVGI sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of the assets of LVGI and its Restricted Subsidiaries to
another Person and any “person” (as defined in clause (a) above) is or
becomes the “beneficial owner” (as defined in clause (a) above), directly
or indirectly, of 20% or more of the total voting power of the voting stock of
the transferee entity in such disposition of assets;




(c)
            during
      any period of two consecutive years, individuals who at the beginning of
      such period constituted the Board of Directors (together with any new
      directors whose election by such Board of Directors or whose nomination
      for election by the stockholders of LVGI was approved by a vote of a
      majority of the directors of LVGI then still in office who were either
      directors at thebeginning of such period or whose
      election or nomination for election was previously so approved) cease for
      any reason to constitute a majority of the Board of Directors then in
      office;




(d)
            the
      adoption of a plan relating to the liquidation or dissolution of LVGI;
      or




(e)
            the
      occurrence of any other event that would constitute a change in control of
      LVGI within the meaning of Item 5.01 (or successor item) of Forms 8-K (or
      successor form) under the Exchange
Act.




10.10  No
Partnership.This Agreement forms a contractual arrangement
only and does not constitute the parties as a partnership.




10.11  Business Day.Should the terms of this Agreement require the performance of any
obligation or the fulfillment of any condition on a day other than a business
day, such obligation or fulfillment may be delayed until midnight on the next
day that is a business day for the party to perform.




10.12  Counterparts.This
Agreement may be executed in any number of counterparts, by means of facsimile
or portable document format (pdf), which shall individually and collectively
constitute one agreement.




10.13  Publicity.  Neither
Party shall issue any press release or make any other public announcement with
respect to this Agreement or the transactions contemplated hereby without
obtaining the prior written approval of the other Party (which will not be
unreasonably withheld or delayed).  Where disclosure of information
regarding this Agreement or the transactions contemplated hereby may be required
by law or the regulations of any securities exchange, the Party complying with
applicable law or regulations shall provide sufficient time for the other Party
to comment on those portions of such disclosures that pertain to this Agreement
before such disclosures are made.




EXECUTION




Each
party has caused this Agreement to be executed by a duly authorized officer and
delivered as of the Effective Date, whereupon it enters into full force and
effect in accordance with its terms.




[Signature
Page Follows]




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IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed and delivered as of the date
first above written.











LVGI






By:/s/ Jon D.
Berkley


Name:Jon D.
Berkley


Title:President
&
CEO






IGT






By:/s/ Richard
Pennington


Name:Richard
Pennington


Title:Exec. VP–Corporate
Strategy







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