ex103.htm


    Exhibit
10.3

     

    FIRST
ADDENDUM TO INTELLECTUAL PROPERTY ACCESS AGREEMENT

     

    This
First Addendum to Intellectual Property Access Agreement (the "First Addendum") is made and
entered into as of September 4, 2009 to be effective as of June 1, 2009, (the
"Effective Date"), by
and between Las Vegas Gaming, Inc., (LVGI), a Nevada corporation,
with a primary business address of 3980 Howard Hughes Parkway, Suite 450, Las
Vegas, Nevada 89169, and IGT (IGT), a Nevada corporation
with a primary business address of 9295 Prototype Drive, Reno, NV 89521 (each a
"Party" and collectively
the "Parties").

     

    WITNESSETH

     

    WHEREAS, IGT and LVGI entered
into that certain Intellectual Property Access Agreement, dated September 30,
2008 (the "Original
Agreement" and, as amended herein, the "Agreement"):

     

    WHEREAS, IGT and LVGI desire
to amend the Original Agreement as provided herein; and

     

    WHEREAS, IGT has agreed to
extend the due date of its advance to LVGI pursuant to that certain IGT-LVGI
Binding Term Sheet dated on or about February 13, 2009, which extension is
evidenced by that certain Secured Promissory Note executed on the date hereof.
and is also consideration of IGT under this First Addendum.

     

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

     

    1.  
All capitalized terms used in this First Addendum that are not defined herein
will have the meaning ascribed thereto in the Original Agreement.

     

    2.  
The Original
Agreement is hereby amended by adding the following new Article
3.03:

     

    3.03           Additional IGT
Rights.  LVGI covenants and agrees that IGT will have the
right, but not the obligation, to have initiated, coordinate, finance, and
assist in the prosecution, defense, and enforcement of all LVGI Intellectual
Property to which IGT has a right of first refusal. In the event IGT desires to
have LVGI initiate any new prosecution or enforcement action that LVGI does not
agree to initiate on its own, IGT shall be responsible for the fees and costs
associated therewith, including any attorney's fees.

     

    3.  
Except as amended herein, the Original Agreement remains in full force and
effect, and IGT and LVGI ratify the Original Agreement as amended
herein.

     

    4  
..Except as otherwise provided in the Original Agreement, the laws of the State
of Nevada will govern the validity, construction, performance, and effect of
this First Addendum.


     

    5.  
This First Addendum may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together will constitute one and
the same instrument.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN WITNESS WHEREOF, the
Parties have executed this First Addendum on the day and year first written
above.

     

    


     

    LVGI

    


    


    By: /s/   Las Vegas
Gaming,
Inc.                  


    Name:  
Bruce
Shepard                                  


    Title:    
Chief Financial
Officer                    


    


    IGT

    


    


    By: /s/  Craig
Billings                                    


    Name:  
Craig
Billings                                   


    Title:    
VP of Corp
Fin                                 


    


     

    


     

    


    



    
      
         


      

      
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