ex104.htm


    Exhibit
10.4

     

    Amendment No. 1 to
SUBSIDIARY GUARANTEE

     

    AMENDMENT  NO. 1, dated as of
April 30, 2008 (this “Amendment”), to the
Subsidiary Guarantee, dated as of March 31, 2006, made by each of the
Guarantors, in favor of the Purchasers under the Purchase Agreement (the
“Subsidiary
Guarantee”).

     

    RECITALS

     

    WHEREAS,
on March 31, 2006, the Company and the Purchasers entered into a loan
transaction pursuant to which the Purchasers made a loan to the Company in the
original aggregate principal amount of $5,000,000, which loan was evidenced by
the Transaction Documents, including without limitation, the Notes;

     

    WHEREAS,
subsequent to March 31, 2006, from time to time the Company requested that
changes be made to certain provisions included in the Transaction Documents, and
the Purchasers agreed to make such changes;

     

    WHEREAS,
among other things, pursuant to a letter agreement dated March 22, 2007 between
the Company and the Purchasers (the “March 2007 Letter Agreement”), the Maturity
Date of the Notes was extended from January 1, 2008, to January 1,
2009;

     

    WHEREAS,
in partial consideration of the Purchasers agreeing to make the changes
requested by the Company, pursuant to a letter agreement dated September 28,
2007 between the Company and the Purchasers (the “September 2007 Letter
Agreement”), the aggregate principal amount outstanding on the Notes was
increased by $250,000 to $5,250,000;

     

    WHEREAS,
in subsequent discussions the Company and the Secured Parties verbally agreed to
further changes to the terms of the Notes, including further extensions of the
Maturity Date and increases in the aggregate principal amount of the
Notes;

     

    WHEREAS,
the parties now desire to amend the Subsidiary Guarantee to memorialize the (i)
extension of the Maturity Date provided for in the March 2007 Letter Agreement,
(ii) increase in the aggregate principal amount outstanding on the Notes
provided for in the March 2007 Letter Agreement, (iii) subsequent verbal
discussions between the Company and the Secured Parties, and (iv) the fact that
such additional obligation on the Notes is intended to be included in the
Obligations under the Subsidiary Guarantee.

     

     


    
      
         


      

      
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      AGREEMENT

       

      NOW
THEREFORE, in consideration of the premises and the mutual covenants and the
agreements herein set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

       

    

    1)  
Definitions.
Capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Subsidiary Guarantee and in the Purchase Agreement.

     

    2)  
Amendments.  (i)
The reference to “Senior Secured Convertible Notes due January 1, 2008” in the
first “Whereas” clause of the Subsidiary Guarantee shall be changed to “Senior
Secured Convertible Notes due January 1, 2010 in the original aggregate
principal amount of $6,051,250”;

     

    (ii) 
 the term “Notes” in the first “Whereas” clause of the Subsidiary Guarantee
shall mean the Senior Secured Convertible Notes in the aggregate principal
amount of $6,051,250; and

     

    (iii)
 any reference to “Security Agreement” in the Subsidiary Guarantee shall
mean the Security Agreement as amended to date.

     

    3)   
Conditions to
Effectiveness.  This Amendment shall be effective as of the
date first written above, but shall not become effective as of such date until
this Amendment has been duly executed by the Company and the
Holders.

     

    4)  
Continuing Effect of
Subsidiary Guarantee.  Except as expressly amended hereby, the
Subsidiary Guarantee shall remain unchanged and in full force and
effect.

     

    5) 
Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same
agreement.  Delivery of an executed counterpart of this Amendment by
facsimile shall be equally as effective as delivery of an original executed
counterpart of this Amendment.

     

    6) 
Governing
Law.  This Amendment will be governed by, and construed in
accordance with, the laws of the state of New York applicable to contracts
executed in and to be performed entirely within that state, without reference to
conflicts of laws provisions.

     

    


     

    [Signature page
follows]

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written
above.

    
       

       

      Las Vegas
Keno, Inc.

       

       

      By: 
/s/   Bruce
Shepard                                              


      Name:   
Bruce Shepard

      Title:     
Chief Financial Officer

    

    
       

       

      
        Imagineering
Gaming, Inc.

         

         

        By: /s/    Bruce
Shepard                                              


        Name:  
  Bruce Shepard

        Title:     
 Chief Financial Officer

         



      
 

      


      [SIGNATURE
PAGE OF HOLDERS FOLLOWS]

       

      
 

      
        
           


        

        
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      [SIGNATURE
PAGE OF HOLDERS TO LVGI SA]

      


       

      Name of
Investing
Entity:                                                        
CAMOFI Master
LDC                              


       

      Signature of Authorized Signatory of Investing
entity:    /s/ Jeffrey M.
Haas                                     


       

      Name of
Authorized
Signatory:                                              Jeffrey M.
Haas                                          


       

      Title of
Authorized
Signatory:                                              
Authorized
Signatory                                 


       

      


      


      


      


       


      
        
           


        

        
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