<PAGE>
                        AGREEMENT AND TRANSFER OF SHARES
                        --------------------------------


                                    EXHIBIT A


     THIS  AGREEMENT  AND TRANSFER OF SHARES effective as of September 28, 2001,
is  between  Kenneth  L. Maul, an individual ("Mr. Maul"), and Las Vegas Gaming,
Inc.,  a  Nevada  corporation  ("LVGI").

                                    RECITALS:

     Mr. Maul and LVGI entered into an option loan agreement dated June 15, 2001
("Loan  Agreement") in which LVGI loaned Mr. Maul sufficient funds to enable Mr.
Maul  to  exercise  certain  non-qualified stock options he held in LVGI so that
LVGI  could  increase its issued and outstanding common stock and thereby reduce
the  percentage of shares held by certain other shareholders who would otherwise
be  required  to  apply  and qualify for licensure in states where LVGI sought a
gaming  license.  In  exchange  for  this  option loan, Mr. Maul pledged 280,000
common  shares in his name (the "Pledged Shares") and executed a promissory note
("Note")  in  favor of LVGI concurrent with the execution of the Loan Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
specified  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which are hereby acknowledged, the parties hereby act and agree
as  follows:

     1.     Surrender  of  39,560  Pledged  Shares.  Mr. Maul hereby forever and
irrevocably  grants,  assigns,  transfers,  conveys, delivers and sets over unto
LVGI  and  its successors and assigns, all right, title and interest of Mr. Maul
in  and  to  39,560  shares  of  the  280,000  Pledged  Shares.

     2.     Return  of  Note  and  240,440  Pledged Shares.  LVGI hereby grants,
assigns,  transfers,  conveys,  delivers  and  sets  over  unto Mr. Maul and his
successors and assigns the Note evidencing Mr. Maul's indebtedness to LVGI under
the  Loan  Agreement  and  240,440  shares  of  Mr.  Maul's  Pledged  Shares.

     3.     Counterparts.  This Agreement and Transfer of Shares may be executed
in any number of counterparts, and each counterpart hereof shall be deemed to be
an  original  instrument,  but  all  such  counterparts shall constitute but one
assignment.

                                       1

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     4.     Governing  Law.  The  validity  of  this  Agreement  and Transfer of
Shares  shall  be  governed  by and construed in accordance with the laws of the
State  of  Nevada,  excluding any conflicts-of-law rule or principle which might
refer  to  another  jurisdiction.

          EXECUTED  as  of  the  date  first  set  forth  above.

Las  Vegas  Gaming,  Inc.,
a  Nevada  corporation


By:     /s/  Russell  R.  Roth
        ----------------------
     Russell  Roth
Its:     President


Kenneth  L.  Maul,
an  individual

By:     /s/  Kenneth  L.  Maul
        ----------------------
     Kenneth  L.  Maul

<Page>

25th  September,  2001.


                             NOTICE OF CANCELLATION
                             ----------------------

                                       OF
                                       --

                      LAS VEGAS GAMING, INC. STOCK OPTIONS
                      ------------------------------------


     Pursuant  to  an  agreement  between myself and Las Vegas Gaming, Inc. (the
"Company"),  I  hereby  cancel and terminate any and all of my right, title, and
interest  in and to any stock options (the "Options") of the Company in exchange
for thirty-six thousand dollars ($36,000).  Upon surrender to the Company of the
option  certificate  representing  the  Options,  I  understand the Company will
immediately  issue  to  me  a  check  for  $36,000.


/s/  Kenneth  L.  Maul
----------------------
By:   Kenneth  L.  Maul