ex101.htm


    


    Exhibit
10.1

    ASSET
PURCHASE AGREEMENT

     

    This
Asset Purchase Agreement (the "Agreement") is entered into
as of November 4, 2009, between Las Vegas Gaming Inc., a Nevada corporation
("Seller") and Session
Gaming, LLC, a Nevada limited liability company ("Buyer"). Seller and Buyer
are individually referred to as a "Party" and collectively as
the "Parties."

     

    Preliminary
Statements

     

    A. Subject
to the terms and conditions set forth herein, Seller operates various businesses
relating to hardware or software applications for gaming machines, linked-
progressive, mega jackpot games, keno and bingo (collectively, the "Business").

     

    B. Subject
to the terms and conditions set forth herein, Seller desires to sell to Buyer
the assets related to Seller's keno operations identified herein ("Keno Business"), excluding
various intellectual property rights related thereto.

     

    C. Subject
to the terms and conditions set forth herein, Buyer desires to purchase the
Purchased Assets (as defined in Section
1.1).

     

    D. Seller
entered into the Asset Purchase Agreement, dated as of August 19, 2009, with
Gaming Arts, LLC ("Gaming
Arts") relating to the sale of various assets of Seller's bingo
operations, keno intellectual property and PRACs operations and entered into the
Shared Services Agreement with Seller pursuant to which Seller provided various
services to Gaming Arts.

     

    Agreement

     

    NOW
THEREFORE, the Parties hereto agree as follows: 1. Purchase.

     

                                
1.1    Purchase
and Sale of Assets. As of the Closing (as defined in Section 3),
subject
to the terms and conditions set forth herein, Seller will grant, sell, assign
and transfer to Buyer, and Buyer will purchase and accept all of Seller's right,
title and interest in and to the following (collectively, the "Purchased
Assets"):

     

                                                    
(a) all tangible assets, including, without limitation, fixed assets,
furniture,
fixtures, machines, equipment, all inventories of office supplies and other
accessories related thereto which are held at, or are in transit from or to, the
Keno Business including raw materials, work in process and finished goods ("Inventory"), and computer
hardware, in each case only to the extent such assets are currently solely and
exclusively used in and required for the Keno Business, wherever located,
including any and all Keno assets located on the real property of the offices of
Seller located at 4000 West Ali Baba Lane, Las Vegas, Nevada, 990 S. Rock Blvd.,
Reno, Nevada, and Seller's Keno service locations, and those assets set forth on
Schedule 1.1(a)
(collectively, the "Keno
Personal Property");

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

                                                  
(b) all
content of the customer lists of Seller, including, without limitation, e-mail
addresses and contact information of such customers and prospects of Seller
(including, as appropriate, names, addresses, dates and other information
customarily maintained by Seller), including, without limitation, all copies and
tangible embodiments thereof (in whatever form or medium), in each case only to
the extent relating to the Keno Business;

     

    (c) all
marketing information and any copies thereof including, without limitation, all
market research, product and service feedback, product and service reviews and
focus group materials, in each case in any and all media, and in each case only
to the extent solely and exclusively related to the Keno Business;

     

    (d) all
right, title and interest in, and claims under, the contracts, leases, purchase
order, sales order, judgment, agreements, licenses and commitments ("Contracts") of Seller set
forth in Schedule
1.1(d) (collectively, the "Assumed Contracts"),
including customer proposals and orders, to the extent that such
contracts, agreements and commitments are assignable and transferable, and in
each case only to the extent solely and exclusively related to the Keno
Business;

     

    (e) license
agreements relating to the patents, trademarks and other intellectual property
related to the Keno Business to the extent assignable (collectively, "Keno Intellectual Property"),
as set forth on Schedule
1.1(e);

     

    (f) books and
records of Seller solely and exclusively relating to the Keno Business,
including, but not limited to, such items stored in computer or by any other
means or media;

     

    (g) accounts
receivables of Seller solely and exclusively arising from the Keno
Business;

     

    (h) the
leasehold interest in the real property commonly known as 4000 Ali Baba, Suites
D, E, F and G, Las Vegas, Nevada (the "Premises") which is subject
to the Standard Industrial/Commercial Multi-Tenant Lease, dated September 8,
2003, as First Amendment to Standard Industrial/Commercial Multi-Tenant Lease,
dated July 14, 2004, Second Amendment to Standard Industrial/Commercial
Multi-Tenant Lease, dated November 18, 2008 and Third Amendment to Standard
Industrial/Commercial Multi-Tenant Lease, dated May 11, 2009 (collectively, the
"Lease"), between
Seller and Vegas Ventures, as landlord ("Landlord"); provided that
if Landlord does not consent to the assignment of the Lease to Buyer, such
leasehold interest and the Lease shall be excluded from the Purchased Assets;
and

     

    (i) all
Claims (as defined in Section 13.1) and
other rights solely and exclusively related to and arising from the foregoing
and the Keno Business.

     

                                 
1.2    Assumption of Liabilities.
Subject to the terms and conditions set forth herein,
Buyer agrees to: (i) assume accounts payable that were incurred and arose solely
and exclusively in connection with the Keno Business within 30 days prior to the
Closing ("Assumed Trade
Payables"); and (ii) perform all obligations of Seller arising from and
after the Closing pursuant to the terms of the Assumed Contracts but excluding
any Liabilities (as defined below in this Section) arising from or relating to
any breach, default or violation of the Assumed

    


    
      
        
           


        

        
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    Contracts
by Seller prior to the Closing (together with the Assumed Trade Payables, the
"Assumed Liabilities").
The term "Liabilities"
shall mean any debt, Claim or obligation of any kind, character or
description, whether known or unknown, absolute or contingent, accrued or
unaccrued, disputed or undisputed, liquidated or unliquidated, secured or
unsecured, joint or several, due or to become due, vested or unvested,
executory, determined, determinable or otherwise.

     

                             
1.3   No Other
Assumption of Liabilities. This Agreement is for the purchase of
the
Purchased Assets, and, other than the Assumed Liabilities, Buyer shall not
assume or pay, discharge or perform any Liabilities of Seller (including any
obligations under any written or oral agreement relating to the Business)
relating to the operation of the Keno Business or any other business or
operations of Seller prior to or after the Closing.

     

                             
1.4  Third Parties
Consents. The Parties hereto acknowledge and agree that in connection
with the Assumed Contracts, the consent of any third party that is otherwise
required to assign the Assumed Contract is not a condition to the Closing and
that Seller shall not be required to obtain any such consents; provided, however, upon
Buyer's written request for Seller to obtain a third party consent in connection
with the assignment of the Assumed Contract, Seller shall use its commercially
reasonably efforts.

     

                            
1.5   Lease.
Buyer, in its sole and absolute discretion, may elect in writing to
assume
the Lease (the "Election");
provided, however, in the event Buyer provides written notice to Seller
of the Election, Seller will use its commercially reasonable efforts to cause
the Lease to be assigned to Buyer and obtain the Landlord's written consent
("Landlord's Consent");
provided that the assignment of Lease, including any additional terms and
conditions that Buyer may request in connection therewith (the "Assignment of Lease"), shall
be subject to Buyer's sole and absolute discretion and that Buyer shall have no
obligation to assume the Lease or Liabilities related thereto if Landlord does
not consent in writing to the Assignment of the Lease on or prior to the
Closing.

     

    2. Purchase Price.

     

                             2.1 
Purchase Price. Subject
to the terms and conditions, the purchase price for the
Purchased Assets (the "Purchase Price") shall be
equal to $100,000, subject to adjustment as provided in Section 2.2. Seller
agrees that it shall use the Purchase Price to promptly pay all of Liabilities
that are owed and outstanding, except with respect to the liabilities that are
Assumed Liabilities.

     

                            
2.2  Purchase Price
Adjustment.

     

                                           
(a)In the event a difference between accounts receivable attributable
to the
Keno Business ("Keno Accounts
Receivable"), as of the Closing, and accounts payable attributable to the
Keno Business ("Keno Accounts
Payable"), as of the Closing, is less than $45,000 as of the Closing, as
determined in accordance with Sections 2.2 (b), (c), (d)
and (e), the Purchase Price shall be reduced dollar for dollar by the
amount equal to the shortfall, but not below zero. For example, as of the
Closing, if the Keno Accounts Receivable is $45,000 and the

    


    
      
        
           


        

        
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    Keno
Accounts Payable is $15,000, the Purchase Price would be adjusted by the amount
equal to 515,000.

     

    (b) As
promptly as practicable following the Closing, but in no event later than 30
days thereafter, Seller shall cause to be prepared and delivered to Buyer a
statement setting forth the Keno Accounts Receivable and the Keno Accounts
Payable as of the date of the Closing, as determined by Seller's Chief Financial
Officer or Certified Public Accountant and as determined in accordance with the
practices used by Seller in the statement setting forth the Keno Accounts
Receivable and Keno Accounts Payable as of March 31, 2009 (the "March Statement") delivered
to Buyer prior to the date of this Agreement.

     

    (c) During
the 30-day period following receipt of the statement required to be delivered by
Seller to Buyer in accordance with Section 2.2(b) (the
"Statement"), Buyer and
its independent accountants shall, at Buyer's expense, be permitted to review
the working papers of Seller and Seller's accountants relating to each Statement
and to ask questions, receive answers and request such other data and
information from each of them as shall be reasonable under the circumstances.
The Statement shall become final and binding upon the Parties hereto on the 45th
day following delivery thereof, unless Buyer gives written notice of its
disagreement with such Statement (the "Notice of Disagreement") to
Seller prior to such date. The Notice of Disagreement shall specify, in
reasonable detail, the nature of any disagreement so asserted.

     

    (d) During
the 15-day period following the delivery of the Notice of Disagreement that
complies with the preceding paragraph, or such longer period as the Parties
hereto shall mutually agree, the Parties hereto shall seek, in good faith, to
resolve in writing any differences which they may have with respect to the
matters specified in the Notice of Disagreement. If, at the end of such 15-day
period (or such longer mutually agreed upon period), the Parties hereto have not
so resolved such differences, the Parties hereto shall submit the dispute for
resolution to an independent accounting firm (the "Arbiter") for review and
resolution of any and all matters which remain in dispute and which were
properly included in such Notice of Disagreement. The Arbiter shall be a
mutually acceptable internationally recognized independent public accounting
firm agreed upon by the Parties hereto in writing. The Parties hereto shall use
reasonable efforts to cause the Arbiter to render a decision resolving the
matters in dispute within 30 days following the submission of such matters to
the Arbiter. The scope of the disputes to be resolved by the Arbiter is limited
to such items that Seller has disputed in the Notice of Disagreement. In
resolving any disputed item, the Arbiter shall limit its review to matters set
forth in the applicable Notice of Disagreement. The Arbiter shall notify Buyer
and Seller whether or not the Arbiter believes that the computation contained in
any Statement is understated or overstated, which determination (the "Determination") shall be
final and binding and shall be the sole and exclusive remedy between Buyer and
Seller regarding such computation, and judgment may be entered upon the
determination of the Arbiter in any court having jurisdiction over the party
against which such determination is to be enforced. Any amounts determined to be
understated or overstated, as provided above, will be adjusted accordingly (the
"Adjustment") solely
for purposes of Section 2.2. Any
Statement reviewed by the Arbiter shall, after giving effect to any applicable
Adjustment, become final and binding on the Parties hereto.

    


    
      
        
           


        

        
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    (e) The
fees, costs and expenses of the Arbiter shall be paid one-half by
Seller, on the one hand, and one-half by Buyer, on the other.

     

    3. Closing. The purchase of the
Purchased Assets as contemplated herein (the

     

    "Closing") shall take place
at the offices of Gordon Silver located at 3960 Howard Hughes Parkway, 9th
Floor, Las Vegas, Nevada 89169 on the seventh Business Day (as defined below in
this Section) after all Gaming Approvals (as defined in Section 4.1) have
been obtained by Buyer (the "Closing Date"); provided
that the Closing shall occur no later than the 180th day
after the date of this Agreement (the "Outside Closing Date," as
may be extended as provided below). Notwithstanding the above, if all Gaming
Approvals are not obtained on or prior to the Outside Closing Date, Buyer may
elect to extend the Outside Closing Date for an additional six months by
providing written notice to Seller that it has elected to extend the Outside
Closing Date. If the conditions precedent set forth in Section 9 are not
satisfied as of the Outside Closing Date (including any extension as provided
above), this Agreement may terminate as provided in Section 12. The term
"Business Day" means
any weekday, except for any weekday on which banks are closed in Las Vegas,
Nevada.

     

    4. Approvals.

     

                                  
4.1 Gaming Approvals.
This Agreement and the purchase and sale of the Purchased
Assets is subject to, and must comply with, all applicable laws, including, but
not limited to, obtaining the necessary consents, approvals and actions of,
filings with and notices to any Gaming Authorities (as defined below in Section 4.2) that are
necessary to permit the transfer of ownership of the Purchased Assets (in order
that Buyer may continue to conduct a gaming operation substantially similar to
that being conducted by Seller in connection with the Keno Business as of the
date of this Agreement) and to consummate the transactions contemplated hereby,
including, without limitation, (i) completion of findings of suitability, which
shall have been duly obtained, made or given and shall be in full force and
effect, and (ii) all terminations or expirations of waiting periods imposed by
any Gaming Authorities necessary for the consummation of the transactions
contemplated herein shall have occurred (the "Gaming Approvals"). The Parties hereto acknowledge that
the Gaming Approvals are a precondition to the consummation of the transactions
contemplated herein and that no funds, which are part of the consideration for
the transactions contemplated herein, may be transferred from Seller to Buyer
prior to that time.

     

                                 
4.2 Gaming Authorities.
"Gaming Authority" means any Governmental Authority
(as defined in Section
5.3(c)) with regulatory, licensing or permitting authority or
jurisdiction over the ownership, manufacture, supply, distribution or sale of
gaming equipment or related or associated equipment, or the conduct of gaming or
gambling activities in any jurisdiction.

     

                                
4.3 Gaming Laws. "Gaming Laws"
means all laws pursuant to which any Gaming
Authority possesses regulatory, licensing or permitting authority or
jurisdiction over the ownership or operation of gaming in any
jurisdiction.

     

    5. Seller's Representations and
Warranties. Seller represents and warrants to Buyer that:

    


    
      
        
           


        

        
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    5.1 Organization. Seller is a
duly organized corporation, existing and in good standing
under the laws of the State of Nevada.

     

                                   
5.2 Authority. Seller
has the requisite power and authority to execute and deliver
this Agreement and the other agreements provided for herein, and consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement have been duly authorized by all necessary action on the part of
Seller. Seller has duly executed and delivered this Agreement and, assuming due
authorization, execution and delivery of this Agreement by Buyer, this Agreement
constitutes Seller's legal, valid and binding obligation, enforceable against
Seller in accordance with its terms.

     

                                  
5.3 Violation.
Except as set forth on Schedule 5.3, neither
the execution and delivery
of this Agreement by the Seller, the consummation of the transactions
contemplated hereby, nor the performance by the Seller of its obligations
hereunder will:

     

    (a) Violate
or result in any breach of any provision of the articles of incorporation,
bylaws or any other organization documents of Seller, each as
amended;

     

    (b) Violate,
conflict with or result in a material violation or breach of, or constitute a
material default (with or without due notice or lapse of time or both) under, or
permit the termination of, any of the Assumed Contracts;

     

    (c) Violate
any order, writ, judgment, injunction, decree, statute, law, rule, regulation or
ordinance of any federal, state or municipal court or governmental, quasi-
governmental or regulatory department or authority ("Governmental Authority")
applicable to Seller in any material respect; or

     

    (d) Result in
the imposition of any mortgages, pledges, liens, encumbrances, equities, claims,
title retention or other security arrangement or obligations on the Purchased
Assets.

     

    5.4 Approvals.

     

    (a) Except as
set forth on Schedule
5.4(a), no governmental approvals from any Governmental Authority or
consents of third parties, other than consents that are required for Seller to
assign the Assumed Contracts, are required for the execution and delivery of
this Agreement by Seller or the consummation and performance by Seller of the
transactions contemplated by this Agreement.

     

    (b) Schedule 5.4(b) lists
the Assumed Contracts for which third party consents are required for Seller to
assign the Assumed Contracts; provided, however, as
provided in Section
1.4, the Parties acknowledge that such consents are not being obtained
prior to the Closing.

     

    5.5 Contracts.

     

                                                  
(a) Each of such Assumed Contracts is valid, binding, subsisting and
enforceable
in accordance with its terms (subject to the effect of applicable
bankruptcy,

    


    
      
        
           


        

        
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    insolvency,
fraudulent conveyance, reorganization, moratorium and other laws affecting
creditor's rights generally), and Seller has performed in all material respects
all obligations required to be performed under any such Assumed Contracts and is
not in breach or default or in arrears in any material respect or in any other
respect which would permit the other party to cancel such contract or
arrangement under the terms thereof. Without limiting the generality of the
foregoing, Seller has not, within the last twelve months, received any
correspondence from any creditor referencing the possibility of either placing
Seller on any more restrictive or less favorable credit terms or referring
Seller's account for collection action.

     

    (b) Seller
has delivered true and correct copies of all Assumed Contracts
to Buyer.

     

                              
5.6  Liens. Except
as set forth in Schedule 5.6, Seller
is in possession of and has good
and marketable title in the Purchased Assets, free and clear of all Liens (as
defined below in this Section), and the Purchased Assets are in good working
order and condition, ordinary wear and tear excepted. Additionally, as of the
Closing, Seller shall be in possession of and shall have good and marketable
title in the Purchased Assets, free and clear of all Liens (as defined below in
this Section), and the Purchased Assets shall be in good working order and
condition, ordinary wear and tear excepted. "Lien" shall mean any
mortgage, deed of trust, pledge, security interest, attachment, right of first
refusal or first offer, encumbrance, lien or charge of any kind (including any
agreement to give any of the foregoing) or right of others of any similar
nature.

     

                             
5.7  Claims. There
is no suit, action, arbitration, unfair labor practice charge, or legal,
administrative or other proceeding, or governmental investigation, pending or
threatened, against or affecting Seller or Seller's Business. Additionally,
there is no pending action or audit by a Governmental Authority that may result
or could result in the payment of any fines, fees or assessment to any
Governmental Authority. Seller is not in default with respect to any order,
writ, injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality in connection with the Purchased Assets or
any other assets of Seller.

     

                             
5.8  Tax Returns.
All Tax Returns (as defined in Section 5.8(i))
required to be filed
with respect to the Business for all periods through and including the Closing
Date have been duly and timely filed with the appropriate governmental
authorities in all jurisdictions in which such Tax Returns are required to be
filed, and such Tax Returns are true, correct and complete in all material
respects. All Taxes (as defined in Section 5.8(ii))
shown as due on such Tax Returns have been timely paid. All Taxes required to be
withheld and paid with respect to (i) Seller's Business; or (ii) any amounts
owed by Seller to any employee, creditor, independent contractor or other third
party have been duly and timely withheld and paid. To the Knowledge of Seller
(as defined below in this Section), there are no pending or threatened audits or
investigations with respect to Taxes relating to the Business, "Knowledge of Seller" means
the actual knowledge of the officers of Seller.

     

                                                               
(i)"Tax Return" means
any return, declaration, report, claim for
refund, information return or information statement relating to Taxes, including
any schedule or attachment thereto, and including any amendment
thereof

    


    
      
        
           


        

        
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(ii) "Taxes" means
any and all taxes, charges, fees, levies, tariffs,
duties, liabilities, impositions or other assessments of any kind imposed by any
tax authority or other governmental authorities.

    


                                   
5.9    Financial Statements. The
financial statements of Seller (the "Financial Statements"), including the
notes thereto, were prepared on an accrual basis, are true and correct and
fairly present in all material respects the financial condition, results of
operations and cash flows of the Business for the periods covered thereby. The
March Statement is true and correct and fairly present in all material respects
the financial condition, results of operations and cash flows of the Keno
Business for the periods covered thereby.

     

    5.10  No Other Rights. Seller has
not: (i) obligated itself in any manner to sell the Purchased Assets to any
party other than Buyer; (ii) granted any option to purchase the Purchased Assets
to any party other than Buyer; or (iii) granted any right of first offer or
first refusal in connection with the Purchased Assets.

     

    5.11  Receivables.Schedule 5.11
attached sets forth a true, correct and complete list of the accounts and notes
receivable of Seller relating to the Keno Business, including the Assumed
Contracts, including the aging thereof as of September 30, 2009. As of the
Closing, Seller shall provide a true, correct and complete list of the accounts
and notes receivable of Seller relating to the Keno Business, including the
Assumed Contracts, including the aging thereof as of the date thereof. All
accounts receivable of the Company: (1) are legal, valid and binding obligations
of the obligor with respect thereto, and are in full force and effect; (ii)
arose out of bona fide transactions in the ordinary course of business; (iii)
are not subject to discount, rebate, off-set, return privilege (other than
return privileges granted in the ordinary course of business consistent with
past practice) or pending claim or, to the Knowledge of Seller, any threatened
claim; and (iv) are valid and collectible (in the ordinary course of
business).

     

    5.12  Liabilities. Except as set
forth in Schedule
5.12, Seller does not have any material liabilities (absolute, accrued,
contingent or otherwise) relating to the Keno Business, except liabilities or
obligations (i) adequately provided for in the Financial Statements, or (ii)
incurred since December 31, 2008 in the ordinary course of business. None of the
Seller or any of its officers, directors or, to the Knowledge of the Seller, any
of their respective affiliates: (a) is contemplating the filing of a petition
under the Bankruptcy Laws (as defined below in this Section) with respect to
Seller, or the liquidation of all or any major portion of its or their assets or
properties, or (b) aware of any person (as defined below in this Section)
contemplating the filing of any petition against the Seller under the Bankruptcy
Laws. The term "Bankruptcy
Laws" means the United States Bankruptcy Code (Title 11, United States
Code) and any state or federal laws pertaining to insolvency. The term "person" means any natural
person, partnership, limited liability company, limited liability partnership,
corporation, association, joint stock company, trust, joint venture,
unincorporated organization or other entity or any Governmental
Authority.

     

    5.13
Intellectual
Property.

     

                                                         
(a)The Keno Intellectual Property as set forth on Schedule 1.1(e)
constitutes
all of the Intellectual Property rights and other proprietary rights used by
Seller in the

    


    
      
        
           


        

        
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    operation
of the Keno Business and constitutes all rights related to Keno that is owed by
Seller and for which Seller has a license or right to use; Seller has a valid
binding enforceable license to use all such Keno Intellectual Property in
connection therewith. The use of the Keno Intellectual Property does not
infringe upon the rights of any other person, whether or not registered. Seller
has not received any notice of a Claim of such infringement, nor were any such
Claims the subject of any action, suit or proceeding naming Seller as a party
thereto. The term "Intellectual Property" means
all patents, trademarks, trade names, service marks, copyrights, and any
applications therefor, maskworks, net lists, schematics, technology, know-how,
trade secrets, recipes, formulas, mixtures, inventory, ideas, algorithms,
processes, computer software programs or applications (in both source code and
object code form), tangible or intangible proprietary information or material
and other intellectual property.

     

    (b) Seller
has no knowledge of any infringement or improper use by any third party of the
Keno Intellectual Property, nor has Seller instituted any action, suit or
proceeding in which an act constituting an infringement of any of the Keno
Intellectual Property was alleged to have been committed by a third
party.

     

    (c) Except as
set forth on Schedule
1.1(e), there are no licenses, sublicenses or agreements to which Seller
is a party or is bound with respect to (i) the use by third parties of the Keno
Intellectual Property or any intellectual Property of Seller relating to the
game commonly known as Keno, or (ii) the use by Seller of the Keno Intellectual
Property and, to the Knowledge of Seller (as defined below), there is no prior
right of any other party or other impediment which would invalidate or affect
any of the Keno Intellectual Property. Seller has delivered to Buyer true and
correct copies of all Contracts relating to the Keno Intellectual Property. As
of the Closing, Seller will cause Gaming Arts to license or sublicense all Keno
Intellectual Property to Buyer in connection with the Keno
Business.

     

    (d) The use
of the Keno Intellectual Property does not and will not infringe upon the rights
of any other person, whether or not registered.

     

    (e) Seller is
not aware of any facts that would be adverse to the validity and enforceability
of the Keno Intellectual Property (e.g., an on sale bar that would invalidate a
patent).

     

    (f) The Keno
Intellectual Property constitutes all of the Intellectual Property rights and
other proprietary rights used by Seller in the operation of the Keno Business
and are freely transferable without the consent of any person.

     

    5.14 Omissions. No statement or
certificate furnished or to be furnished pursuant hereto or in connection with
the transaction contemplated herein, contains any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to make the
statements contained therein not misleading.

     

    5.15  Entire Line, The sale of the
Purchased Assets pursuant to this Agreement will convey the entire Keno Business
to Buyer, excluding the Keno Intellectual Property relating to the Keno
Business; provided that Buyer will have the rights to use the Keno Intellectual
Property through a license or sublicense of such rights to Buyer.

    


    
      
        
           


        

        
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    5.16 Broker. No broker, investment
bank, financial advisor or other person is entitled to any brokerage, finder's,
financial advisor's or similar fee or commission in connection with this
Agreement based upon arrangements made by or on behalf of Seller.

     

    5.17 Survival. The representations
and warranties set forth in this Section 5 shall
survive the Closing.

     

    6. Representations and Warranties of
Buyer. Buyer represents and warrants to Seller that:

     

    6.1 
Authorization. Buyer
has the requisite power and authority to execute and

    deliver
this Agreement and the other agreements provided for herein and consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement have been duly authorized by all necessary action on the part of
Buyer. Buyer has duly executed and delivered this Agreement, and, assuming due
authorization, execution and delivery of this Agreement by Seller, this
Agreement constitutes Buyer's legal, valid and binding obligation, enforceable
against Buyer in accordance with its terms.

     

                                    
6.2   Broker.
No broker, investment banker, financial advisor or other person
isentitled
to any brokerage, finder's, financial advisor's or similar fee or commission in
connection with this Agreement based upon arrangements made by or on behalf of
Buyer.

     

    6.3Survival. The representations
and warranties set forth in this Section
6

     

    shall
survive the Closing.

     

    7. Covenants
and Additional Agreements.

     

    7.1Covenants of Seller. Prior to
the Closing, Seller covenants and agrees as follows:

     

    (a) Seller
will operate the Business in good faith and use commercially reasonable efforts
to preserve, protect and maintain the Purchased Assets in a manner substantially
consistent with past practices of Seller and operate the Business in compliance
in all material respects with all applicable laws;

     

    (b) Seller
shall promptly pay all of its obligations as such obligations become due and
shall not enter into or materially modify any Contract for
indebtedness;

     

    (c) Seller
shall not dispose of any of the Assets, or amend, extend or terminate any of the
Contracts other than in the ordinary course of business or consistent with past
practice;

     

    (d) The
Inventory shall be maintained in substantially the same quality, quantity and
grade that exists as of the date of the execution of this Agreement, as set
forth on Schedule
7.1(d), and the sole person in charge of ordering such Inventory shall be
Seller's manager of the Keno Business;

    


    
      
        
           


        

        
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    (e) Seller
shall obtain the release of all Liens against any of the Purchased
Assets;

     

    (f) Seller
shall not enter into any purchase order, lease or other agreement that would
result in a obligation in excess of $50,000 owed by Seller;

     

    (g) Seller
shall keep in full force and effect insurance comparable in amount and scope of
coverage to insurance now carried with respect to the business of the Company;
and perform in all material respects all obligations of the Company under any
Contract, relating to or affecting the business of Seller unless the other party
to such Contract has breached the terms thereof in which case Seller shall take
any and all action that may be necessary or advisable to cause the other party
to remedy the breach;

     

    (h) Seller
shall maintain the books of account and records of the Seller consistent with
past practices;

     

    (i) Seller
shall comply in all material respects with all applicable laws and any judgment,
decree, injunction, order, writ, award or ruling of any Governmental Authority
that is binding on Seller or its assets or property;

     

                                                   
(j) Seller shall not enter into any employment agreement with or
commitment
to employees of the Business (other than any at-will employment agreement) or
pay any bonuses to any officer or effect any increase in the compensation or
benefits payable or to become payable to any officer, director or employee of
the Business, changes in Benefit Plans in the ordinary course of business or as
required to comply with applicable laws;

     

    (k)Timely
prepare and file all Tax Returns relating to the assets of

    Seller
for all taxable periods ending on or before the Closing Date and pay or cause to
timely pay all Taxes related to the assets of Seller on or before the Closing
Date;

     

    (1)Seller
will give any notices to third parties and use their reasonable

    best
efforts to obtain any third party consents that Buyer reasonably may request in
order for the Parties to consummate the transactions contemplated by this
Agreement;

     

    (m) Seller
will give prompt written notice to Buyer of any material adverse development
causing a breach of any of its own representations and warranties herein; provided, however, no
disclosure by any Party pursuant to this Section 7.1(m) shall
be deemed to prevent or cure any misrepresentation, breach of warranty or breach
of covenant;

     

    (n) Seller
shall not participate in any discussions or negotiations or solicit, initiate or
encourage the submission of any proposal or offer from any person relating to
the acquisition of the Business or the Purchased Assets; and

     

    (o) Seller
shall not undertake any activity that may jeopardize Buyer's ability to obtain
Gaming Approvals.

     

                                 
7.2  Access to
Information. As of the date of this Agreement and until the Closing,
Seller will: (i) give Buyer and its authorized representatives (including
lenders, legal

    


    
      
        
           


        

        
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    counsel
and accountants) reasonable access to all employees, offices, warehouses and
other facilities and property of the Business and to Seller's books and records,
at times that are mutually agreed between Buyer and Seller and at all times a
representative of Seller will be present during any inspection at the facilities
property; (ii) permit Buyer and its authorized representatives to make such
inspections thereof as Buyer may reasonably require; and (iii) furnish Buyer and
its representatives and advisers with such financial and operating data and
other information with respect to the business and properties of the Business as
Buyer may from time to time reasonably request; provided, however, any such
investigation shall be conducted in such a manner as not to unreasonably
interfere or in any manner disrupt the operations of Seller and at all times a
representative of Seller shall be present during any inspection of any
facilities or premises of Seller. Buyer shall not contact Seller's employees,
contractors, or vendors without the express prior written consent of Seller,
which shall not be unreasonably withheld or delayed.

     

    8. Closing
Deliveries.

     

    8.1 Seller's Delivery. On the
Closing Date, Seller shall deliver to Buyer:

     

    (a) an
original executed bill of sale setting forth the Purchased Assets listed on
Schedule
1.1(a), in the form attached hereto as Exhibit A; provided, however, Seller
and Buyer shall take an inventory of all assets listed on Schedules 1.1(a) and
7.1(d) at 12:01 a.m. (Pacific Time) as of the Closing Date, and Schedule 1.1(a) shall
be amended, subject to Seller and Buyer consenting in writing to such Schedule 1.1(a);
provided that Seller acknowledges and agrees that Buyer may terminate this
Agreement due to a breach of various representations, warranties and covenants
relating to the maintenance of such Purchased Assets and as otherwise provided
herein;

     

    (b) an
assignment of Assumed Contracts in the form attached as Exhibit B (the "Assignment of
Contracts");

     

    (c) only in
the event of the Election and only upon Buyer consenting to the terms of the
Assignment of the Lease, as provided in Section 1.5, an
original executed Assignment of Lease and Landlord's Consent;

     

    (d) the
release, in the form attached hereto as Exhibit C, releasing
Liens on the Purchased Assets, as of the Closing;

     

    (e) deliver
to Buyer possession of the Purchased Assets;

     

    (f) executed
original certificate of titles, or the equivalent thereof resulting in the
transfer the vehicles, which comprise part of the Purchased Assets, to Buyer;
and

     

    (g) delivery
and execution of all other documents that Buyer, in its sole and absolute
discretion requests, in order to transfer all of the Purchased Assets to
Buyer.

     

    8.2 Buyer's Delivery. On the
Closing Date, only if Seller has delivered to Buyer the
items set forth in Section 8.1, Buyer
shall deliver to Seller:

    


    
      
        
           


        

        
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    (a) the
proceeds equal to the Purchase Price;

     

    (b) an
original executed counterpart of the Assignment of Agreements; and

     

    (c) only in
the event of Buyer's Election, an original executed Assignment of
Lease.

     

    9. Conditions
to Closing.

     

                                   
9.1 Buyer's Conditions to Closing. The obligations of Buyer to proceed with
the
Closing are subject to the fulfillment at or prior to the Closing Date of each
of the conditions set forth in this Section
9.1:

     

    (a) the
representations and warranties of Seller in Section 5 shall he
true and correct at and as of the Closing Date with the same effect as though
made on and as of the Closing Date (except that representations and warranties
which speak as of a specified date or period of time shall be true and correct
only as of such date or period of time);

     

    (b) all
Gaming Approvals shall have been obtained;

     

    (c) Seller
shall have delivered the documents set forth in Section
8.1;

     

    (d) Buyer
shall have received evidence satisfactory to it that Buyer will receive at
Closing good and marketable title to each of the Purchased Assets, free and
clear of all Liens;

     

    (e) a license
agreement, relating to the Keno Intellectual Property, executed by Buyer and
Gaming Arts, effective as of the Closing, subject to the terms being in the form
approved by Buyer;

     

    (f) a
sublicense agreement, relating to the Intellectual Property known as Nevada
Numbers and relating to a License Agreement between Gaming Arts and Seller,
executed by Buyer and Gaming Arts, effective as of the Closing, subject to the
terms being in the form approved by Buyer;

     

    (g) all
covenants, agreements and obligations contained in this Agreement to be
performed or complied with by Seller on or prior to the Closing Date shall have
been performed or complied with in all material respects; and

     

    (h) all such
other instruments or documents as may be reasonably required by Buyer in order
to consummate the transactions contemplated herein.

     

    Buyer
shall have the right to waive in writing any or all of the conditions precedent
to its obligations hereunder; provided, however, that no
waiver by Buyer of any condition to its obligations hereunder shall constitute a
waiver by Buyer of any other condition precedent to its obligations
hereunder.

    


    
      
        
           


        

        
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                                     9.2 
Seller's Closing Conditions.
The obligations of Seller to proceed with the Closing
are subject to the fulfillment at or prior to the Closing Date, of each of the
conditions set forth in this Section 9.2:

     

    (a) the
representations and warranties of Buyer in Section 5 shall be
true and correct in all material respects as of the date of this Agreement with
the same effect as though made on and as of the Closing Date;

     

    (b) all
Gaming Approvals shall have been obtained;

     

    (c) Buyer
shall have delivered the documents set forth in Section
8.2;

     

    (d) all
covenants, agreements and obligations contained in this Agreement to be
performed or complied with by Buyer on or prior to the Closing Date shall have
been performed or complied with in all material respects; and

     

    (e) all such
other instruments or documents as may be reasonably required by Seller in order
to consummate the transactions contemplated herein.

     

    Seller
shall have the right to waive in writing any or all of the conditions precedent
to its obligations hereunder; provided, however, that no
waiver by Seller of any condition to its obligations hereunder shall constitute
a waiver by Buyer of any other condition precedent to its obligations
hereunder.

     

                                   
9.3  Fulfillment of
Conditions Precedent. Each Party agrees to use reasonable best
efforts to fulfill the conditions precedent to their obligation to close this
transaction, as set forth herein.

     

    10. Costs and
Expenses.

     

    10.1 Prorations.

     

    (a) The
following shall be prorated and adjusted between the Parties hereto as of the
Closing Date: (a) revenues, charges and payments under the Assumed Contracts
(except as with respect to the Assumed Trade Payables for which Buyer shall be
obligated as provided in Section 1.2); and (b)
revenues from the operation of the Purchased Assets.

     

    (b) For
purposes of calculating prorations, Buyer shall be deemed to be in title to the
Purchased Assets, and, therefore, entitled to the income therefrom and
responsible for the expenses thereof for the entire day upon which the Closing
occurs. All such prorations shall be made on the basis of the actual number of
days of the month which shall have elapsed as of the Closing Date and based upon
the actual number of days in such month and a 365 day year. The amount of such
prorations shall be initially calculated by Seller and Buyer at the Closing but
shall be subject to adjustment in cash after the Closing when complete and
accurate information becomes available, if such information is not available at
the Closing. Seller and Buyer agree to cooperate and use their best efforts to
make such adjustments no later than 30 clays after the Closing. The provisions
of this Section
10.1 shall survive the Closing.

    


    
      
        
           


        

        
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    10.2
Closing Statement.
Seller and Buyer shall prepare a closing statement reflecting the
prorations set forth above (the "Closing Statement") within
30 days after the Closing, as mutually agreed upon by the Parties hereto; such
agreement shall be evidenced by the Parties hereto executing to the consent of
the Closing Statement. If the Closing Statement reflects a net amount due and
owing to Seller, Buyer shall pay such net amount to Seller within five days
after the Closing Statement both Parties hereto have executed a consent to the
Closing Statement. If, in contrast, the Closing Statement reflects a net amount
due and owing to Buyer, Seller shall pay such amount to Buyer within five days
after the Closing Statement both Parties hereto have executed a consent to the
Closing Statement. In the event Seller and Buyer agree that additional items
shall be pro-rated, allocated or adjusted, any such items shall be prorated,
adjusted or allocated consistent with this Section 10. In the
event that the Parties do not agree on all of the items with respect to the
Closing Statement, the Parties shall include nondisputed items on the Closing
Statement. The items reflected on the Closing Statement shall be subject to
adjustment subsequent to the Closing Date; provided, however, that no
Claim for an adjustment may be made more than one year following the Closing
Date.

     

    10.3
Taxes Withheld. All
transfer, sales, use, registration and all other such Taxes and fees incurred in
connection with, or arising out of, the transactions completed by this Agreement
shall be paid by Seller when due, and Seller shall, at its expense, file all
necessary federal, state and local tax returns and other documentation with
respect to the foregoing. Seller shall remain responsible for payment of any
fees or taxes due pursuant to any subsequent deficiency determination made
pursuant to applicable law which encompass any period of time before the
Closing, and shall hold Buyer harmless therefrom.

     

    11. 
Post-Closing
Covenants.

     

    11.1 Receivables.

     

    (a) On the
Closing Date, or as soon thereafter as practicable, Seller shall provide Buyer
with a schedule, setting forth by customer, and its outstanding accounts
receivable relating to the Keno Business on the Closing Date. In the event that
Seller receives any receivables relating to the Keno Business, within five days
of the receipt, Seller shall deliver such amounts to Buyer. Upon written request
of Buyer, Seller shall use its best efforts to assist Buyer in the collection of
the outstanding Keno Accounts Receivables that are part of the Purchased Assets,
which shall be at no cost to Buyer.

     

    (b) The
obligations of the Parties to forward the payments relating to the Keno Accounts
Receivable pursuant to this Section 11.1 are
absolute and unconditional and irrespective of any circumstances whatsoever that
might constitute a legal or equitable discharge, recoupment, offset,
counterclaim or defense of the Parties, the right to assert any of which with
respect to proceeds of any accounts receivable is hereby waived. The obligations
under this Section
11.1 shall survive the Closing.

     

    11.2
Commercially Reasonable
Efforts. On and after the Closing Date, Seller and Buyer shall use all
commercially reasonable efforts to take or cause to be taken all necessary or
appropriate actions and do, or cause to be done, all things necessary or
appropriate to consummate and make effective the transactions contemplated
herein, including the execution of

    


    
      
        
           


        

        
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    any
additional documents or instruments of any kind (not containing additional
representations and warranties) which may be reasonably necessary or appropriate
to carry out any of the provisions hereof.

     

    11.3 Non-Competition
Agreement.

     

    (a) Seller
agrees that, during the five-year period following the Closing Date, Seller or
its successors and assigns shall not, directly or indirectly, or for any other
Person (other than the Seller) participate in the Keno Business. For purposes of
this Section
11.3(a), the term "participate" includes any
direct or indirect interest in any enterprise, whether as a partner, member,
agent, representative, independent contractor, consultant, franchisor,
franchisee, creditor, lender, owner, seller or licensor (which shall include the
sale or licensing of any Intellectual Property to any third party that could be
used by such third party to compete with the Keno Business) or otherwise;
provided that the term "participate" shall not
include ownership of less than 2% of the stock of a publicly-held corporation
whose stock is traded on a national securities exchange or in the
over-the-counter market. Seller agrees that this covenant is reasonable with
respect to its duration, geographical area and scope. For and in consideration
of the restrictions and limitations of this Section 11.3(a),
Seller agrees that it has received a fair and adequate portion in connection
with this provision.

     

    (b) If the
final judgment of a court of competent jurisdiction declares that any term or
provision of this Section 11.3 is
invalid or unenforceable, the Parties agree that the court making the
determination of invalidity or unenforceability shall have the power to reduce
the scope, duration or area of the term or provision, to delete specific words
or phrases, or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Agreement shall be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.

     

    (c) Notwithstanding
any provision to the contrary, in the event of a breach or threatened breach of
any of the duties and obligations of Seller or any related party thereto under
this Section
11.3, Buyer shall be entitled, in addition to any other legal or
equitable remedies it may have in connection therewith (including any right to
monetary damages), to a temporary, preliminary and/or permanent injunction
restraining such breach or threatened breach without the need to post a bond or
demonstrate irreparable harm or inadequacy of monetary damages. Seller agrees
that, in the event there is a question as to the enforceability of this Section 11.3, Seller
will not engage in any conduct inconsistent with or contrary to this Section
until after the question has been resolved by a final judgment of a court of
competent jurisdiction.

     

    12. Events of
Termination.

     

    12.1
Termination. This
Agreement may be terminated at any time prior to the Closing Date: (i) by the
written agreement of the Parties; (ii) by Buyer, upon a breach of any
representation, warranty, covenant or agreement on the part of Seller set forth
in this Agreement, including, without limitation, any breach of a covenant under
Section 7.1(a)
or 7.1(d);
(iii) by Buyer or Seller if any permanent injunction or proceeding by any
Governmental Authority of

    


    
      
        
           


        

        
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    competent
jurisdiction enjoining, denying approval of or otherwise prohibiting
consummation of any of the transactions contemplated by the Agreement becomes
final and nonappealable; or (iv) by Buyer, if the Closing shall not have
occurred, for any reason, on or prior to the Outside Closing Date, including the
failure to obtain all Gaming Approvals by the Outside Closing Date.

     

    12.2
Effect of Termination.
In the event of termination of this Agreement as provided in Section 12.1, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Seller or Buyer.

     

    13. Indemnification.

     

    13,1
Buyer's Indemnification
Obligations. Buyer shall indemnify, defend and hold harmless Seller and
its respective affiliates, officers, members, managers, employees, agents and
representatives and persons claiming by and through any of them and their
respective heirs, personal representatives, legatees, successors and assigns
(collectively, the "Seller 's
Group"), for, from and against all demands, claims, actions, causes of
action, losses, damages, liabilities, costs and expenses, including, but not
limited to, interest, penalties and reasonable attorneys' fees and expenses
(collectively, "Claims"),
directly or indirectly asserted against, imposed upon or incurred by
Seller's Group or any member thereof: (i) by reason of or resulting from any
material breach of a representation or warranty made by Buyer in this Agreement
or in any exhibit, certificate or any other agreement or document executed or
delivered in connection herewith being untrue, incorrect or incomplete; or (ii)
the operation of the Keno Business on or after the Closing Date.

     

    13.2
Seller's Indemnification
Obligations. Seller shall indemnify, defend and hold harmless Buyer and
its respective affiliates, officers, members, managers, employees, agents and
representatives and persons claiming by and through any of them, and their
respective heirs, personal representatives, legatees, successors and assigns
(collectively, the "Buyer's
Group"), for; from and
against all Claims, directly or indirectly asserted against, imposed upon or
incurred by Buyer's Group or any member thereof, resulting from, directly or
indirectly, or incident to: (i) any material breach of a representation or
warranty made by Seller in this Agreement or in any exhibit, certificate or any
other agreement or document executed or delivered in connection herewith being
untrue, incorrect or incomplete; (ii) the operation of any business of Seller
that occurred or arose prior to the Closing Date; or (iii) any of Seller's
businesses that occurred after the Closing Date or relate to Seller's operations
after the Closing Date.

     

    13.3
Third Party Claims. If
any legal proceedings are instituted or any claim or demand is asserted by any
person in respect of which either party (the "Indemnitee") may seek
indemnification from the other pursuant to the provisions of this Section 13, the
Indemnitee shall promptly cause written notice of the assertion of such claim or
demand to be made to the other party (the "Indemnitor"). The Indemnitor
shall be subrogated to all rights and remedies of the Indemnitee.

     

    13.4
Survival. The
obligations of this Section 13 shall
survive the Closing.

     

    14. Miscellaneous.

    


    
      
        
           


        

        
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    14.1
Notices. All notices,
demands and other communications to be given or delivered under or by reason of
the provisions of this Agreement will be in writing and will be deemed to have
been given: (i) when delivered if personally delivered by hand (with written
confirmation of receipt); (ii) when received if sent by a nationally recognized
overnight courier service (receipt requested); or (iii) when receipt is
acknowledged by an affirmative act of the Party receiving notice, if sent by
facsimile (provided that such an acknowledgement does not include an
acknowledgment generated automatically by a facsimile). Notices, demands and
communications to the Party address is specified in writing, be sent to the
address indicated below:

     

    
      	
              If
      to Seller:

               

               

               

               

               

              If
      to Buyer:

            	
              Las
      Vegas Gaming Inc.

              4000
      West All Baba Lane, Suite D

              Las
      Vegas, Nevada 89118

              Fax:
      (702) 253-0117

              Attn:
      Bruce Shepard

               

              Session
      Gaming, LLC

              12648
      Caminito Radiante

              San
      Diego, California 92130

              Attn:
      Bruce Merati

               

            
	
              With
      a copy to:

            	
              Gordon
      Silver

              3960
      Howard Hughes Parkway, 9th Floor

              Las
      Vegas, Nevada 89169

              Fax:
      (702) 369-2666

              Attn:
      Jeffrey A. Silver, Esq.

            


    

     

    14.2
Attorneys' Fees. In the
event of any action or legal proceeding between or among the Parties to enforce,
protect, interpret or establish any of their rights or obligations under this
Agreement or any action or legal proceeding for damages for an alleged breach of
any provision of this Agreement, the prevailing party shall be entitled to
recover from the other party reasonable expenses, attorneys' fees and
costs.

     

    14.3
Time of Essence. Time
is of the essence in this Agreement and each and every provision
hereof.

     

    14.4
Governing Law; Jurisdiction.
The Parties hereby irrevocably and unconditionally consent and agree that
all actions, suits or other proceedings arising under or in connection with this
Agreement shall be tried and litigated in state or federal courts located in
Clark County, in the State of Nevada, which courts shall have exclusive
jurisdiction. Each of the Parties: (i) irrevocably submits to the jurisdiction
of any such court and consents in advance to such jurisdiction in any action,
suit or other proceeding commenced in any such court; (ii) waives any right it
may have to assert the doctrine of forum non conveniens or any objection that
such person may have based upon lack of personal jurisdiction or improper venue;
and (iii) consents to the granting of such legal or equitable relief as is
deemed appropriate by such court. To the extent permitted under the laws of any
such jurisdiction, each of the Parties hereby waives, in respect of any such
action, suit or other proceeding, the jurisdiction of any other
court

    


    
      
        
           


        

        
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    or courts
that now or hereafter, by reason of such Party's present or future domicile, or
otherwise, may be available to it.

     

    14.5
Entire Agreement. This
Agreement, including any Exhibits and Schedules attached hereto, constitutes the
entire agreement of the Parties concerning the purchase and sale of the Assets.
This Agreement may not be amended or modified, except by written amendment
hereto executed by an authorized signatory for each party hereto. In the event
of any inconsistencies between this Agreement and any Exhibit attached hereto,
this Agreement shall control.

     

    14.6
Waivers. No delay or
failure by any party to exercise or enforce at any time any right or provision
of this Agreement shall be considered a waiver thereof or of such party's right
thereafter to exercise or enforce each and every right and provision of this
Agreement. To be valid, a waiver shall be in writing, but need not be supported
by consideration. No single waiver shall constitute a continuing or subsequent
waiver.

     

    14.7
Assignment. This
Agreement may not be assigned by either Party without the prior written consent
of the other Party. Except as otherwise provided herein, this Agreement shall
fully bind and inure to the benefit of each Party's respective personal
representatives, heirs, successors and assigns.

     

    14.8
No Benefit to Others.
The representations, warranties, covenants and agreements contained in
this Agreement are for the sole benefit of the Parties hereto and their
permitted successors and assigns, and they shall not be construed as conferring
any rights on any other persons except to any assignee permitted
hereunder.

     

    14.9
Severability. If any
provision of this Agreement or the application thereof to any person or
circumstance is held invalid or unenforceable, the remainder of this Agreement,
and the application of such provision to such person or circumstance or to other
persons or circumstances, shall not be affected thereby, and to this end the
provisions of this Agreement shall be severable.

     

    14.10
Facsimile Signature and
Counterparts. For purposes of execution of this Agreement, fax signatures
shall be deemed to be original signatures creating a valid and binding
obligation of the party so signing. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument.

     

    14.11
Interpretation. The
captions of the sections of this Agreement are for convenience and reference
only, and the words contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of this
Agreement. Any pronouns or references used herein shall be deemed to include the
masculine, feminine or neuter genders as appropriate. Any expression in the
singular or the plural shall, if appropriate in the context, include both the
singular and the plural. This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party
drafting or causing any instrument to be drafted.

    


    
      
        
           


        

        
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    14.12
Days. If any of the
dates specified in this Agreement shall fall on a Saturday, Sunday or nationally
recognized holiday, then the date of such action shall be deemed to be extended
to the next Business Day.

     

    14.13
Expenses. Each Party
will bear its own costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby, except as expressly provided
herein.

     

    14.14
No Trial by Jury. To
the extent permitted by law, each party hereto acknowledges and agrees that any
controversy which may arise under this Agreement is likely to involve
complicated and difficult issues, and therefore each party hereby irrevocably
and unconditionally waives any right it may have to a trial by jury in respect
of any litigation directly or indirectly arising out of or relating to this
Agreement and any of the agreements delivered in connection herewith or the
transactions contemplated hereby or thereby.

     

    14.15
Acknowledgment.
The Parties
respectively represent that each has had an opportunity to be represented by
counsel of its own choosing in the negotiation and execution of this Agreement.
Each Party affirms and acknowledges that each party has read, fully appreciates
and understands the words, terms and provisions of this Agreement, is entirely
satisfied with the terms hereof and has duly executed this Agreement voluntarily
and of its full free will and accord. The Parties, and each of them, further
acknowledge that this Agreement has been prepared by Gordon Silver, counsel to
Buyer.

     

    [Signatures
on following page.]

    


    
      
        
           


        

        
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    WHEREFORE,
this Agreement is executed by the Parties to be effective as of the date of this
Agreement.

     

    BUYER:

     

    Session
Gaming, LLC, a Nevada limited liability company

    


    


    /s/ Bruce
Merati_______________________

    Bruce
Merati, Manager

    


    SELLER:

     

    Las Vegas
Gaming Inc., a Nevada corporation

    


    


    /s/ Las Vegas Gaming
Inc.                                     

    By:             Bruce A.
Shepard                                 


    Its:             Chief Financial
Officer                         


    


     

     

    
      


      
        	
                Schedules

              	 
      
	
                Schedule
      1.1(a)

              	
                Assets

              
	
                Schedule
      1.1(d)

              	
                Assumed
      Contracts

              
	
                Schedule
      1.1(e)

              	
                Intellectual
      Property

              
	
                Schedule
      5.3

              	
                Violation

              
	
                Schedule
      5.4(a)

              	
                Approvals

              
	
                Schedule
      5.4(b)

              	
                Assumed
      Contract Consents

              
	
                Schedule
      5.6

              	
                Liens

              
	
                Schedule
      5.11

              	
                Accounts
      Receivable

              
	
                Schedule
      5.12

              	
                Liabilities

              
	
                Schedule
      5.13(c)

              	
                Intellectual
      Property Agreements

              
	
                Schedule
      7.1

              	
                Inventory

              
	
                Exhibits

              	 
      
	
                Exhibit
      A

              	
                Bill
      of Sale

              
	
                Exhibit
      B

              	
                Assignment
      of Contracts

              
	
                Exhibit
      C

              	
                Release

              


      

      


    

     

     

    


    
      
        
           


        

        
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