exv10w2



 








Exhibit 10.2




CONSULTING AGREEMENT



THIS CONSULTING AGREEMENT (“Agreement”) is made this 31st day of March 2005 by and between Michael
Shillan/Shillan Co., LLC (“Consultant”) and Las Vegas Gaming, Inc. (“Company”). This Agreement
supersedes all previous arrangements between the parties.




RECITALS





	A.	 	The Company is engaged in the business of providing products and services for the gaming
industry.






	B.	 	The Company desires to have certain consulting services provided to the Company.






	C.	 	Consultant is willing 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 on a non-exclusive basis, and Consultant
hereby accepts such position on a non-exclusive basis, upon the terms and conditions
hereinafter set forth.






	2.	 	Duties: Consultant Representation.






	 	2.1	 	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 that would prohibit it from providing consulting services to
the Company.
	 
	 	2.2	 	Specific Duties. Without limiting the general provisions of section 2.1,
Consultant agrees that it will provide the following specified consulting services
during the term of this Agreement as requested by the Company:






	 	(a)	 	Assist the Company in raising money and trading its common stock
on a nationally recognized exchange.
	 
	 	(b)	 	Assist the Company in all merger and acquisition opportunities.

	 
	 	(c)	 	Arrange for bridge financing as necessary.
	 
	 	(d)	 	Use his contacts in the gaming industry to promote the Company’s
products.






	 	2.3	 	No Agency. Consultant’s sole and only role is to provide the services set
forth in this section 2. Consultant acknowledges that it is not an agent or
representative of the Company and has no authority to speak on its behalf.
	 
	 	2.4	 	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 six months, and shall commence on April 1,
2006, and become legally binding upon the receipt of an executed copy of this engagement
letter. In the event the Company chooses to terminate this Agreement for any reason the
Company shall be required to give Consultant 30-days written notice prior to such termination,
and shall nonetheless be obligated to pay Consultant for any compensation under Section 4 that
is accrued and unpaid as of the effective date of termination.
	 
	4.	 	Amount and Payment of Consultant’s Fee. In consideration of Consultant’s services set forth
in Section 2, the Company agrees to pay Consultant the following compensation, provided he
aided significantly in the process:






	 	(a)	 	Consulting Fee:






	 	(1)	 	In the event of an IPO, PIPE, secondary offering or similar cash
raising event (“Financing”), Consultant will receive a cash fee equal to 10% of
the gross amount raised in the transaction, reduced by any other underwriting
fees and non-accountable expenses paid to broker-dealers and/or underwriters in
order to raise the money. In addition, a contingent success fee at each closing
of the sale of any securities by the Company in connection with the Offering of
such number of cashless (exercisable for five (5) years)
warrants to purchase shares of Company common stock with an aggregate amount equal to 6% of gross
proceeds received by Client from the sale of its securities to investors or
through NASD member broker-dealers directly or indirectly resulting from the
introductions made by Finder, at the implied value of a share of common stock in
the Financing and, at an exercise price per share of common stock equal to 110%
of the implied value of a share of common stock in the Financing.
	 
	 	(2)	 	In the event of a merger or acquisition of the entire Company,
Consultant will receive consideration equal to 2% of the value of the
transaction, payable to consultant in the same manner of payment (cash, equity
securities, etc.) as received by the Company. For example if the Company is
sold to a third party for $5 million in cash and securities, Consultant would
receive $100,000 in cash and securities in the same proportion as the $5 million
was paid.
	 
	 	(3)	 	In the event bridge financing is taken down by the Company,
Consultant will receive 6% of the value of the bridge. This fee may be paid in
cash or securities or some combination of both as mutually agreed by the
parties. As it pertains to the $2 million financing contemplated between the
Company and Centre Court Asset Management, the Company and Consultant have
agreed to the following compensation: $70,000 in cash and 50,000 shares of the
Company’s common stock.






	 	(b)	 	Expense Reimbursements. Consultant shall be reimbursed for reasonable and
actual out-of-pocket expenses incurred by Consultant in performance of Consultant’s
duties and responsibilities hereunder; provided, however, Consultant shall not incur,
and the Company shall not be obligated to reimburse Consultant for, expenses that are
incurred




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	 	 	 	without the prior written authorization of the Company. Consultant shall furnish
proper vouchers and expense reports and shall be reimbursed only for those expenses,
which shall be reimbursable.






	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.	 	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 Wes Ali Baba Lane, Suite D
	 

	 	 	 	Las Vegas, NV 89118
	 

	 	 	 	Mr. Russ Roth
	 
	 	 	 	 
	 

	 	Consultant:
	 	Michael Shillan/Shillan Co., LLC
	 

	 	 	 	2336 Villandry Court
	 

	 	 	 	Henderson, NV 89074





Any such notice shall be effective upon receipt or upon last attempted delivery, if the same is
returned as being undeliverable.





	7.	 	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, 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.






	8.	 	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.




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	9.	 	Arbitration and Fees. Any controversy or claim arising out of or relating to this Agreement,
or breach thereof, may be resolved by mutual agreement; or if not, shall be settled in
accordance with the arbitration rules of the American Arbitration Association in San
Francisco, California. Any decision issued therefrom shall be binding upon the parties and
shall be enforceable as a judgement in any court of competent jurisdiction. The prevailing
party in such arbitration or other proceeding shall be entitled, in addition to such other
relief as may be granted, to a reasonable sum as and for attorneys’ fees in such arbitration
or other proceeding which may be determined by the arbitrator or other officer in such
proceeding. If collection is required for any payment not made when due, the creditor shall
collect statutory interest and the cost of collection, including attorneys’ fees whether or
not court action is required for enforcement.






	10.	 	Compliance Committee. Consultant acknowledges that Company holds privileged gaming licenses.
As a result, this Agreement is subject to the approval of Company’s compliance committee
prior to and during the term of this Agreement. In the event that the Company’s compliance
committee determines, in its 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.






	11.	 	Amendments. No supplement, modification or amendment of any term, provision or condition of
this Agreement shall be binding or enforceable unless executed in writing by the parties
hereto.






	12.	 	Applicable Law. This Agreement shall be governed by and construed and enforced in accordance
with and subject to the laws of the State of Nevada.
	 
	 	 	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 R. Roth
	 
	 	 
	 

	 	“Consultant”
	 
	 	 
	 

	 	By:      /s/







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