ex106.htm


    Exhibit
10.6

    


    


    FIRST
AMENDMENT TO AGREEMENT

    


    


    This
First Amendment to Agreement (this “Amendment”) is made
and entered into to be effective as of August 15, 2008, by and among Las Vegas
Gaming, Inc., a Nevada corporation (the “Company”), and IGT, a Nevada
corporation (the “IGT”).

    


    WHEREAS,
the Company and IGT are party to the Agreement (the “Agreement”), dated
July 17, 2008, pursuant to which IGT advanced $1,500,000 on such date to the
Company; and

     

    WHEREAS,
the Company and IGT desire to amend the Agreement.

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements contained herein, the parties hereto agree as
follows:

     

    1.           Defined
Terms.  All capitalized terms in this Amendment not otherwise
defined herein have the meaning ascribed to such terms in the
Agreement.  Unless otherwise specified, all section references in this
Amendment refer to sections of the Agreement.

     

    2.           Amendments.  Section 2 of the
Agreement is hereby amended by deleting such Section as it currently appears in
the Agreement in its entirety and replacing such Section in its entirety with
the following:

     

    “Section
2.     Finalization of
Terms.  In the event that IGT and the Company do not execute
definitive agreements concerning the Settlement by August 19, 2008, then on
October 30, 2008 (a) the Company will issue to IGT 750,000 shares of its common
stock, par value $.001 per share, such shares to be duly authorized and validly
issued and evidenced by a duly and validly executed share certificate delivered
to IGT on such date, and (ii) IGT will have, automatically and without need of
any further action on the part of the Company or IGT, a first right of refusal
to take an exclusive license from the Company to any and all patents owned or
controlled by the Company which have one or more claims covering the Company’s
PlayerVision-related hardware and firmware (“PVT”) PVT based on the
Company’s currently existing technology and patent pool, such first right of
refusal to be automatically effective as of such date and to continue
thereafter.  The terms of the exclusive license will be negotiated as
necessary.  The Company may not license any third party, other than
end users and operators, to their PlayerVision technology and their PVT patents
until it is determined pursuant to this Section 2 whether IGT
will have a first right of refusal, and if IGT receives such first right of
refusal the Company may not abrogate IGT’s first right of refusal rights by
licensing to third parties prior to IGT exercising its first right of refusal
rights.  The Company will have the option of returning to IGT
$1,525,000 in cash by wire transfer of immediately available funds, such funds
to be received by IGT no later than October 29, 2008, in lieu of issuing the
common stock and granting the first right of refusal described in this Section
2.”

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    3.           Continuation of the
Agreement.  Except as otherwise expressly set forth herein, all
other terms and conditions of the Agreement remain in full force and effect
without modification.

     

    4.           Governing Law;
Jurisdiction.  THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.  

     

    5.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which will be
deemed to be an original, but all of which, when taken together, will constitute
one and the same instrument.

     

    6.           Invalidity.  In
the event that any one or more of the provisions contained in this Amendment or
in any other instrument referred to herein is, for any reason, held to be
invalid, illegal or unenforceable in any respect, then to the maximum extent
permitted by law, such invalidity, illegality or unenforceability will not
affect any other provision of this Amendment or any other such
instrument.

     

    7.           Interpretation.  The
headings contained in this Amendment are for ease of reference only and shall
not affect the meaning or interpretation of this Amendment.

     

    


    [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and
delivered as of the date first above written.

     

    


     

    LAS VEGAS
GAMING, INC.

     

    By: 
/s/ Jon
Berkley                                             


     

    Name:  
Jon
Berkley                                            


     

    Title:    
CEO                                                         


    


    


    IGT

     

    By: /s/ Mark
Hettinger                                       


     

    Name: 
Mark
Hettinger                                      


     

    Title:   
Exec. Dir. Corp.
Strategy                      


    


     

     

    
 

    
      
         


      

      
        3