exhibit10.htm


    EXHIBIT
      10.01

     

    CAMOFI
      Letter Agreement

     

    


     

    December
      21, 2007

     

    Las
      Vegas
      Gaming, Inc.

    4000
      W.
      Ali Baba Lane

    Las
      Vegas, Nevada  89118

     

    Attn:     
      Jon D. Berkley, Chief Executive
      Officer
              
Bruce
      Shepard, Chief Financial Officer

     

    Gentlemen:

     

    Reference
      is hereby made to (i) the Senior Secured Convertible Note due
      January 1, 2009 (as amended, the “Note”) in the aggregate principle amount
      of $5,250,000 made by Las Vegas Gaming, Inc. (the “Company”) in favor of CAMOFI
      Master LDC (“CAMOFI”), (ii) the Registration Rights Agreement (the
“Registration Rights Agreement”) dated as of March 31, 2006, as amended,
      between the Company and CAMOFI, and (iii) the additional transactions
      documents related thereto (as amended, the “Transaction
      Documents”).  In consideration of CAMOFI agreeing to defer certain
      payments, the Company and CAMOFI hereby agree as follows:

     

    
      	
              1.  

            	
              The
                “Commitment Fee” payments due on January 1, 2008 of $256,250 as well
                as the "Commitment Fee" payments due on April 1, 2008 and
                July 1, 2008 of $131,250 and $131,250, respectively, shall all be
                payable on July 1, 2008.

            


    

     

    
      	
              2.  

            	
              The
                definition of “Monthly Redemption Date” in the Note shall be deleted and
                such amounts shall be due and payable at
                maturity.

            


    

     

    
      	
              3.  

            	
              The
                percentages set forth in Section 2(a) and Section 2(b) of the Note
                shall
                each be replaced by 120%.

            


    

     

    
      	
              4.  

            	
              Section
                5(b) in the Note is hereby deleted in its entirety and replaced by
                the
                following new Section 5(b):

            


    

     

    b.      Automatic
      Conversion.  This Note shall not be subject to automatic
      conversion upon the completion of a Qualified Financing.  The portion
      of the Note not converted by the Holder at its option shall be subject to the
      provisions of Section 2(b) hereof.

     

    
      	
              5.  

            	
              “Registrable
                Securities” as such term is defined in the Registrations Rights Agreement
                shall be amended to include the shares of Common Stock granted to
                CAMOFI
                pursuant hereto.  The “Filing Date” and “Effectiveness Date” as
                such terms are defined in the Registration Rights Agreement shall
                be
                amended to (i) the earlier of the closing of Qualified Financing and
                September 30, 2008 and (ii) 120 days subsequent to the Filing
                Date, respectively.

            


    

     


    
      
         

      

      
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              6.  

            	
              Subparagraphs
                (i) shall be added to Section 8 of the
                Notes:  “(i) expend in excess of $460,000 in any one month
                in regard to its corporate burn.”

            


    

     

    
      	
              7.  

            	
              In
                consideration for agreeing to the modifications of the terms of the
                Notes
                and the Registration Rights Agreement pursuant hereto, CAMOFI shall
                receive an additional 300,000 shares of Common Stock of the Company,
                which
                shares of Common Stock shall be recovered by the terms of the Registration
                Rights Agreement.

            


    

     

    
      	
              8.  

            	
              As
                a condition to closing, the Company shall deliver to CAMOFI the documents
                from the Nevada Gaming Authority related to their recent decision
                to
                approve AdVision and PlayerVision
                TV.

            


    

     

    If
      this
      letter is accordance with your understanding, please sign your name in the
      space
      provided below.

     

    Very
      truly yours,

     

    /s/
      Jeffrey M.
      Haas                                 


    Jeffrey
      M. Haas

    Portfolio
      Manager

     

     

    ACCEPTED
      AND AGREED TO:

     

    Las
      Vegas
      Gaming, Inc.

     

    


    By:
      /s/ Bruce A.
      Shepard                       


    
                  
        Name:

    

    Title:

     

    
 

    
      
         

      

      
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