exhibit102.htm


    EXHIBIT
      10.2

    


    NON-QUALIFIED
      STOCK OPTION AGREEMENT OF

    LAS
      VEGAS GAMING, INC.

    A
      Nevada Corporation

    


    


    This
      AGREEMENT is made between Las Vegas Gaming, Inc., having its principal place
      of
      business at 4000 W Ali Baba Lane, Ste D, Las Vegas, Nevada 89118 (hereinafter
      referred to as "Company"), and _____________ (herein­after referred to as
      "Optionee").

    


    1.  Option
      Granted

    


    Company
      hereby grants Optionee an option to purchase __________ Non-Qualified Shares
      of
      Las Vegas Gaming, Inc. Common Stock at a purchase price of $_____ per
      share.  Optionee shall be entitled to exercise this option ____%
      immediately and ____% thereafter for each year through _____.
Upon termination of employment, for any reason, any unexercised
      portion
      of this option, other than shares that Optionee would have been entitled to
      purchase at the time of such termination, shall be cancelled and not available
      for purchase by Optionee.

    


    2.  Time
      of Exercise of Option

    


    Optionee
      may exercise the option granted herein at any time, and from time to time,
      until
      termination of the option as provided herein, so long as at all times, beginning
      with the date of the grant of this option and ending 3 months prior to the
      date
      of exercise, or 12 months prior to the date of exercise if the Optionee is
      disabled within the meaning of Internal Revenue Code Section 22(e)(3), Optionee
      remains employed. For purposes of this agreement, "employment" means that
      Optionee is employed by Company, a parent or subsidiary corporation of Company,
      or a corporation, or a parent or subsidiary corporation of such a corporation
      issuing or assuming a stock option in a transaction to which Internal Revenue
      Code Section 425(a) applies.

    


    3.  Method
      of Exercise

    


    This
      option shall be exercised by written notice delivered to Company at its
      principal place of business, stating the number of shares for which the option
      is being exercised. The notice must be accompanied by a check or other method
      of
      payment acceptable to Company for the amount of the purchase price.

    


    4.  Capital
      Adjustments

    


    
      	
              (a)  

            	
              The
                existence of this option shall not affect in any way the right or
                power of
                Company or its stockholders to: (1) make or authorize any or all
                adjustments, recapitalizations, reorganizations, or other changes
                in
                Company's capital structure or its business;  (2) enter into any
                merger or consolidation; (3) issue any bonds, debentures, preferred
                or
                prior preference stocks ahead of or affecting the common stock or
                the
                rights thereof, (4) issue any securities convertible into any common
                stock, (5) issue any rights, options, or warrants to purchase any
                common
                stock, (6) dissolve or liquidate Company, (7) sell or transfer all
                or any
                part of its assets or business, or (8) take any other corporate act
                or
                proceedings, whether of a similar character or
                otherwise.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    
      	
              (b)  

            	
              The
                shares with respect to which this option is granted are shares of
                the
                common stock of Company as presently constituted, but if and whenever,
                prior to the delivery by Company of all the shares of the stock with
                respect to which this option is granted, Company shall effect a
                subdivision or consolidation of shares or other capital readjustment,
                the
                payment of a stock dividend, or other increase or reduction of the
                number
                of shares of the stock outstanding without receiving com­pensation
                therefore in money, services, or property, the num­ber of shares of
                stock then remaining subject to this option shall: (1) in the event
                of an
                increase in the number of out­standing shares, be proportionately
                increased, and the cash consideration payable per share shall be
                proportionately re­duced; or (2) in the event of a reduction in the
                number of outstanding shares, be proportionately reduced, and the
                cash
                consideration payable per share shall be proportion­ately
                increased.

            


    

    


    5.  Merger
      and Consolidation

    


    
      	
              (a)  

            	
              Following
                the merger of one or more corporations into Company or any consolidation
                of Company and one or more corporations in which Company is the surviving
                cor­poration, the exercise of this option shall apply to the shares of
                the surviving corporation.

            


    

    


    
      	
              (b)  

            	
              Notwithstanding
                any other provision of this agree­ment, this option shall terminate on
                the dissolution or liqui­dation of Company, or on any merger or
                consolidation in which Company is not the surviving
                corporation.

            


    

    


    6.  Transfer
      of this Option

    


    During
      Optionee's lifetime, this option shall be exer­cisable only by Optionee.
      This option shall not be transfer­able by Optionee other than by the laws of
      descent and dis­tribution upon Optionee's death. In the event of Optionee's
      death during employment or during the appli­cable period after termination
      of employment specified in Paragraph 2 above, Optionee's personal
      representatives may exercise any portion of this option that remains unexercised
      at the time of Optionee's death, provided that any such exercise must be made,
      if at all, during the period within one year after Optionee's death, and subject
      to the option ter­mination date specified in Paragraph 7(c)
      below.

    


    7.  Termination
      of Option

    


    This
      option shall terminate on the earliest of the following dates:

    


    
      	
              (a)  

            	
              The
                expiration of three months from the date of Optionee's termination
                of
                employment, as defined in Para­graph 2 above, except for termination
                due to death or per­manent and total
                disability;

            


    

    


    
      	
              (b)  

            	
              The
                expiration of 12 months from the date on which Optionee's employment,
                as
                defined in Paragraph 2 above, is terminated due to permanent and
                total
                disability, as de­fined in Internal Revenue Code Section 22(e)(3);
                or

            


    

    


    
      	
              (c)  

            	
              10
                years from the date hereof.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    8.  Rights
      as Shareholder

    


    Optionee
      will not be deemed to be a holder of any shares pursuant to the exercise of
      this
      option until he or she pays the option price and a stock certificate is
      de­livered to him or her for those shares. No adjust­ment shall be made
      for dividends or other rights for which the record date is prior to the date
      the
      stock certificate is de­livered.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement this ____
      day
      of ___________, 200___.

    


    COMPANY:

     

    LAS
      VEGAS
      GAMING, INC.

    


    


    


    _____________________________________

    Its:

    


    


    OPTIONEE:

    


    


    


    _____________________________________

    


    


    


    


    


    



    
      
        
        

      

      
        3