exv10w10



 




Exhibit 10.10



CONSULTING AGREEMENT



THIS CONSULTING AGREEMENT (“Agreement”) is made this 1st day of April 2006 by and between JMC
Investments, LLC (“Consultant”) and Las Vegas Gaming, Inc. (“Company”).




RECITALS





	A.	 	The Company is engaged in the business of licensing games and selling gaming equipment and
supplies to the keno, race/sports and bingo markets.
	 
	B.	 	The Company desires to have certain consulting services provided to the Company.
	 
	C.	 	Consultant is able to provide such services in consideration of the consulting fees in this
Agreement.





AGREEMENT




It is agreed to as follows:





	 	1)	 	Engagement. The Company hereby retains Consultant as a consultant, and Consultant
hereby accepts such position, upon the terms and conditions hereinafter set forth.
	 
	 	2)	 	Duties: Consultant Representation.






	 	a)	 	General. During the term of this Agreement, Consultant will provide the
Company with such consulting services as is reasonably requested by the Company in
connection with matters set forth herein. In performance of these duties, Consultant
shall provide the Company with the benefits of Consultant’s best judgement and efforts.
Consultant represents and covenants to the Company that Consultant has not entered
into any other agreement, which would prohibit it from providing consulting services to
the Company.
	 
	 	b)	 	Specific Duties. Without limiting the general provisions of section 2(a),
Consultant agrees that he will provide the following specified consulting services
during the term of this Agreement as requested by the Company. The Duties shall
relate primarily, but not necessarily exclusively, to business opportunities in the
gaming industry (each such opportunity being a “Business Opportunity”). The
Specific Duties shall include without limitation:






	 	i)	 	Assist the Company in designing, developing, and implementing a sales effort.

	 
	 	ii)	 	Assist the Company in fulfilling its funding needs.






	 	c)	 	Non-Exclusivity. Consultant acknowledges that it is engaged hereunder on a
non-exclusive basis.
	 
	 	d)	 	No Agency. Consultant acknowledges that it is not an agent or representative
of the Company and has no authority to speak on its behalf.
	 
	 	e)	 	No Conflicts. During the term of this Agreement, Consultant shall not provide
services to, or engage in, directly or indirectly, any business competitive with that
of the Company without the prior written consent of Company which may be withheld by
the Company in its reasonable discretion.




 









 












	 	3)	 	Term. The term of this Agreement shall be for 90 days, and shall commence on April 1,
2006.
	 
	 	4)	 	Amount and Payment of Consultant’s Fee. In consideration of Consultant’s services set
forth in Section 2(a) and 2(b) the Company agrees to pay Consultant the following
compensation:






	 	a)	 	Compensation. Consultant shall receive monthly compensation of $10,000 in cash
and a one time grant of common shares in the amount of 60,000 shares.






	 	5)	 	Independent Contractor. In its performance hereunder, Consultant and its agents shall be
an independent contractor. Consultant shall complete the services required hereunder
according to its own means and methods of work, which shall be in the exclusive charge and
control of Consultant and which shall not be subject to the control or supervision of the
Company, except as to the results of the work. Payments to Consultant hereunder shall not be
subject to withholding taxes or other employment taxes as required with respect to
compensation paid to an employee.
	 
	 	6)	 	Indemnification. Consultant agrees to indemnify and hold the Company harmless from any
and all claims, losses, damages, liabilities, costs and expenses suffered by the Company
arising out of or related to any act or omission of Consultant that constitutes a criminal,
willful or intentional bad faith, or grossly negligent act or omission. Likewise, the
Company agrees to indemnify and hold Consultant harmless from any and all claims, losses,
damages, liabilities, costs and expenses suffered by Consultant arising out of or related
to any act or omission of the Company that constitutes a criminal, willful or intentional
bad faith, or grossly negligent act or omission.
	 
	 	7)	 	Notices. All notices or other communications in connection with this Agreement shall be
in writing and shall be deemed properly delivered when (I) delivered personally, or (ii)
mailed by Federal Express or other recognized next business day courier, to the parties at
the following addresses or to such other person and/or address designated in writing by one
party to the other:





	 	 	 	 	 
	 

	 	Company:
	 	LAS VEGAS GAMING, INC.
	 

	 	 	 	4000 West Ali Baba Lane, Suite D
	 

	 	 	 	Las Vegas, NV 89118
	 

	 	 	 	ATTN: Russ Roth
	 
	 	 	 	 
	 

	 	Consultant:
	 	JMC Investments
	 

	 	 	 	4000 West Ali Baba Lane, Suite D
	 

	 	 	 	Las Vegas, NV 89118
	 

	 	 	 	ATTN: Steve Crystal







	 	 	 	Any such notice shall be effective upon receipt or upon last attempted delivery, if the same
is returned as being undeliverable.
	 
	 	8)	 	Entire Agreement and Waiver. This Agreement contains the entire agreement between the
parties hereto with respect to the consulting services to be rendered to the Company by
Consultant, and supersedes all prior and contemporaneous agreements, arrangements,
negotiations and understandings between the parties relating to the subject matter hereof.
No waiver of any term, provision, or condition of this Agreement, whether by conduct or
otherwise,




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	 	 	 	in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any
other provision hereof, whether or not similar, nor shall such waiver constitute a
continuing waiver, and no waiver shall be binding unless executed in writing by the party
making the waiver.
	 
	 	9)	 	Enforcement; Severability. If in any proceeding, a court shall refuse to enforce any
provision of this Agreement, whether because the restrictions contained herein are more
extensive than is necessary to protect the business of the Company or for any other reason,
it is expressly understood and agreed between the parties hereto that this Agreement is
deemed modified to the extent necessary to permit this Agreement to be enforced in any such
proceedings. The validity and enforceability of the remaining provisions or portions of
this Agreement shall not be affected thereby and shall remain valid and enforceable to the
fullest extent permitted under applicable laws.
	 
	 	10)	 	Amendments. No supplement, modification or additional amendment of any term, provision
or condition of this Agreement shall be binding or enforceable unless executed in writing
by the parties hereto.
	 
	 	11)	 	Miscellaneous.






	 	a.	 	This Agreement is personal to the parties, and neither party may assign any of
their rights, duties or obligations without the prior written consent of the other party.
This Agreement constitutes the entire agreement and understanding between the parties,
and supersedes all prior and contemporaneous agreements and understandings of the
parties, with respect to the subject matter of this Agreement. No change, termination or
waiver of any of the provisions of this Agreement will be binding upon either party
unless it is in writing and signed by both parties.
	 
	 	b.	 	This Agreement shall be governed by and construed in accordance with the laws of
the Nevada. Both parties waive the requirement of formal service of process, and any
process mailed (along with a complete copy of the complaint) via ordinary postal
services, postage pre-paid and addressed to the other party’s last known address, shall
be deemed to have been served on the tenth (10th) day after being so mailed.
	 
	 	c.	 	In the event a court action is brought to enforce or interpret, or for a breach of,
any part of this Agreement, the prevailing party will be entitled to recover as an
element of its costs of suit (regardless of whether the suit proceeds to final judgment),
and not as damages, reasonable attorneys’ fees to be fixed by the court.
	 
	 	d.	 	This Agreement shall be construed to give maximum protection against the disclosure
of confidential information. Furthermore, this Agreement shall not be construed against
the party preparing it, but shall be construed as if both parties jointly prepared it.
In the event that any term or provision of this Agreement shall be finally determined to
be superseded, invalid, illegal or otherwise unenforceable by a court of competent
jurisdiction and venue, that determination shall not impair or otherwise affect the
validity, legality or enforceability (i) by or before such court of the remaining terms
and provisions of this Agreement, which shall be enforced as if the unenforceable term or
provision were deleted or reduced pursuant to the next sentence, as applicable, or (ii)
by or before any other court or authority of any of the terms and provisions of this
Agreement.




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	 	e.	 	The parties may execute this Agreement in two or more counterparts
hereto. If any party to this Agreement elects to transmit an executed counterpart
by fax, the fax version as received shall constitute the original counterpart
agreement and shall be binding as if it were manually signed. Any other party to
this Agreement may treat and rely upon any fax version as a signed original. All
such counterparts taken together shall constitute one and the same instrument.
	 
	 	f.	 	Compliance Committee. Consultant acknowledges that the Company holds
privileged gaming licenses. As a result, this Agreement is subject to the approval
of the Company’s Compliance Committee prior to and during the term of this
Agreement. In the event the Nevada Gaming Control Board, the Company’s Compliance
Committee or other gaming regulatory agency determine, in their sole and absolute
discretion, that a continued association with the Consultant or its agents could be
detrimental to a gaming license the Company holds, the committee may terminate this
Agreement immediately upon notice to the other party, without any liability
whatsoever, except as to amounts previously accrued and owing.
	 
	 	g.	 	Assignability. Parties agree that Consultant can assign this agreement
without any further approval required from Company (except as to the purview of the
compliance committee of the Company) to any entity controlled by JMC.





     IN WITNESS WHEREOF, the parties have executed the Agreement, the date first above written.



“Company”

“Las Vegas Gaming, Inc.”




By: /s/ Russell R. Roth

          Russell Roth




“Consultant”




By: /s/

          JMC Investments





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