ex1011.htm


    Exhibit
10.11

     

    INTELLECTUAL PROPERTY ACCESS
AGREEMENT

     

    This
Intellectual Property Access Agreement (the “IPAA”) is
made and entered into as of this September 30, 2008 (the “Effective
Date”), by and
between Las Vegas Gaming, Inc., (LVGI), a
Nevada corporation, with a primary business address of 4000 West Ali Baba Lane,
Las Vegas, Nevada 89118, 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 owns or has
rights to various Intellectual Property (defined below);

     

    WHEREAS, LVGI owns or has
rights to various Intellectual Property; and

     

    WHEREAS, LVGI and IGT desire
an avenue by which either Party may come to the other with nonbinding offers to
license such Intellectual Property.

     

    THEREFORE, in consideration of
the foregoing (which is incorporated by reference in this IPAA), the mutual
covenants contained in this IPAA, and other good and valuable consideration, the
receipt and sufficiency of which the parties hereby acknowledge, the parties
agree as follows:

     

    ARTICLE
1 

    Definitions
and Construction

     

    The
following terms with initial capital letters shall have the following
meanings:

     

    1.01 Definitions

     

    “Affiliate”
of a specified Person (defined below) is any other Person that controls, is
controlled by, or is under common control with, the specified Person, where
control means the power or ability to affect the management or policies of a
Person, whether by contract, ownership of securities, or
otherwise.  Notwithstanding the foregoing, IGT will not be deemed an
Affiliate of LVGI.

     

    “BAFO”
means LVGI’s best and final offer of Definitive Documentation (defined below)
with respect to a Development (defined below) or Intellectual Property Rights
Agreement contemplated by LVGI.  The BAFO will not have any terms or
conditions that make it any more onerous on IGT than any other
Person.  A BAFO presented to any Person other than IGT may not contain
any items of Intellectual Property or other property or assets unless such items
are in the LVGI Portfolio (defined below).

     


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    


     

    “Commercially Reasonable” means
“reasonable commercial standards for fair dealing” within the meaning of the
Uniform Commercial Code for the State of Delaware as in effect on the Effective
Date.

     

    “Competitor”
means any manufacturer, supplier, or distributor of gambling Products with which
IGT reasonably considers itself to compete for business.

     

    “Definitive
Documentation” means agreements, licenses, and instruments in customary
commercial form constituting an offer such that, if duly executed and delivered
by the proposing Party, such agreements, licenses, and instruments would
comprise a binding integrated agreement with respect to the proposed
Development.

     

    “Development”
means developing, designing, building, testing, evaluating, marketing,
publicizing, using, implementing, modifying, enhancing, creating derivative
works, manufacturing, offering for sale or license, licensing, selling, or
exploiting, for commercial purposes or otherwise.

     

    “End User”
means the licensed operator (e.g. a casino operator) of an Electronic Gaming
Machine.

     

    “Functionality” means the retrofit hardware which is substantially
similar to the functionality being provided as of July 17th, 2008.

     

    “IGT
Portfolio” means all Intellectual Property now or hereafter owned, held,
or controlled by IGT, including patents within the Walker-Digital portfolio to
which IGT has rights.

     

    “Intellectual
Property” means all intellectual property rights including all past,
present and future rights in patents, industrial property rights, copyrights,
trademarks, and trade secrets.

     

    “LVGI
Portfolio” means all Intellectual Property now or hereafter owned, held,
or controlled by LVGI.

     

    “Material
Deviation” means any difference or differences between a third party
Rights Agreement and the related BAFO upon which such third party Rights
Agreement is based that, considered with all other such differences, may, in the
context of IGT’s business activities, have been useful, or did have, or may, in
the context of IGT’s business activities, have had, actual significance in the
deliberations of IGT, in determining whether to accept such BAFO in the first
instance.

     

    “Opportunity
Area” means a reasonably specific and
detailed explanation of the intended field of use, market, and operation of any
particular intended Product(s) (defined below).

     

    “Person”
will be broadly construed to include any individual; any public or private
entity, including any corporation, partnership, limited partnership, limited
liability company, trust, or business enterprise or any governmental agency or
instrumentality; and any “group” within the meaning of §13(d)(3) of the
Securities and Exchange Act of 1934, as amended.

     


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    “PlayerVision
Device(s)” or “PVD(s)”
means the hardware, software, firmware connections, enclosures, and housings
that are only capable of providing the Functionality.

     

    “Product”
means any product or service.

     

    “Rights
Agreement” means any proposed or executed agreement, arrangement, or
understanding relating in any way to any
rights in any use of the LVGI Portfolio, except with respect to the sale,
rental, lease, or placement of Products with End Users.  Such Rights Agreement includes, by way of
example, any covenant, agreement, arrangement, or understanding not to
sue on or limit on the ability to assert or
enforce any rights with respect to any use of any Intellectual Property within
the LVGI Portfolio.

     

    “Subordinate”
of a specified Person means any director or officer or similar functionary of;
employee, representative, or agent of; independent contractor to; or any other
Person acting for or on behalf of, the specified Person.

     

    1.02 Rules of
Construction.  Unless the context otherwise clearly
requires:

     

    the word
“or” will not be exclusive;

     

    inclusion
of items in a list will not be deemed to exclude other terms of similar
import;

     

    all
parties will be considered to have drafted this IPAA together, with the benefit
of counsel, and no provision will be strictly construed against any Person by
reason of having drafted such provision;

     

    the word
“include” and its derivations means to include without limitation;

     

    use of
terms that imply gender will include all genders;

     

    defined
terms will have their meanings in the plural and singular case;

     

    references
to Sections, Articles, and Exhibits are to the Sections, Articles, and Exhibits
to this IPAA;

     

    financial
terms that are not otherwise defined have the meanings ascribed to them under
United States generally accepted accounting principles as of the date of this
IPAA;

     

    no
example included in this IPAA will be deemed to create any ambiguity or
vagueness in the interpretation of any provision of this IPAA; to the extent
that any example included in this IPAA is construed as being in clear conflict
with any other provision of this IPAA, such example will be deemed superseded by
the provisions of this IPAA; and inclusion of any example in this IPAA will not
be deemed to exclude any other example or to create any inference that any other
example not included was intended to be excluded from the coverage of any
provision of this IPAA; and

     


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    the use
of “will” as an auxiliary will not be deemed to be a mere prediction of future
occurrences.

     

    ARTICLE
2 

    Right
of First Access

     

    2.01 Rights
of First Refusal.

     

    (a) 1st Right of First Refusal. If LVGI determines to
license or otherwise dispose of any rights or interest in any or all patents
owned or controlled by LVGI that have one or more claims covering LVGI’s PVD,
LVGI must first undertake good faith negotiations with IGT for an exclusive
license on commercially reasonable terms for such rights and/or
interest.  If IGT and LVGI are unable to come to mutually agreeable
terms within a commercially reasonable period of time, LVGI shall provide a BAFO
to IGT with regard to the exclusive license rights and/or interest (an “Exclusivity BAFO”). IGT
will either accept or reject the Exclusivity BAFO within a commercially
reasonable time frame and, if accepted, shall be deemed to have contractually
bound itself to the terms and conditions set forth in said Exclusivity
BAFO.  The Parties agree to negotiate, in good faith, any other terms
and conditions which are not included in said Exclusivity BAFO. If IGT
rejects the Exclusivity BAFO in writing or a rejection is deemed based on IGT’s
failure to provide its acceptance of said Exclusivity BAFO in writing within a
commercially reasonable time frame,  LVGI may enter into an exclusive
license to such rights or interest with any other Person; provided that the
Development of the Product and its deployment
and/or use do not implicate any IGT Intellectual Property and that the terms
and conditions of such exclusive license with the other Person does not have any
Material Deviations from the Exclusivity BAFO that was rejected by IGT and that
such licensing is not to the detriment of IGT, which approval IGT shall not
unreasonably withhold or delay.  If LVGI does not exclusively license
the rights and/or interest offered in said Exclusivity BAFO within six months
from an affirmative or deemed refusal, those rights offered in said Exclusivity
BAFO will again become subject to IGT’s 1st Right
of First Refusal in accordance with this Section 2.01(a) and (b).)

     

    (b) 2nd Right of First
Refusal.  If LVGI and IGT do not enter into an exclusive
license pursuant to the 1st Right
of First Refusal, LVGI may negotiate a non-exclusive license to such rights
and/or interest (a “Non-Exclusivity
BAFO”) with IGT
or any other Person.  If LVGI negotiates a Non-Exclusivity BAFO with
any other Person, LVGI must first, prior to closing with said other Person,
offer IGT to enter into a non-exclusive license to such rights and/or interest
on terms at least as good as or better than those provided in said
Non-Exclusivity BAFO negotiated with said other Person.  IGT will
either accept or reject the Non-Exclusivity BAFO within a commercially
reasonable time frame and, if accepted, shall be deemed to have contractually
bound itself to terms and conditions at least as good as or better than the
terms and conditions set forth in said Non-Exclusivity
BAFO.  Thereafter, LVGI may enter into other non-exclusive licenses
with any and all other Persons; provided that such other non-exclusive licenses
have no Material Deviations from said Non-Exclusivity BAFO and that such
licensing is not to the detriment of IGT, which

     


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    approval
IGT shall not unreasonably withhold or delay.  If IGT rejects the
Non-Exclusivity BAFO in writing or a rejection is deemed based on IGT’s failure
to provide its acceptance of said Non-Exclusivity BAFO in writing within a
commercially reasonable time frame, LVGI may enter into other non-exclusive
licenses to the rights and/or interest with any and all other Persons; provided
that such other non-exclusive licenses have no Material Deviations from said
Non-Exclusivity BAFO

     

    2.02 LVGI Initiated
Project. Subject to Section 2.05, in the event that LVGI desires to pursue
the Development of a Product requiring patents in the IGT Portfolio, IGT agrees
that it will consider such a request on the terms set forth in this Section
2.02.  LVGI will make such request by providing to IGT a written good
faith request (the “LVGI Negotiation Notice”)
which must include an Opportunity
Area with sufficient plans and details so that IGT can perform a
business, marketing, engineering, and Intellectual Property evaluation, as
applicable, of the proposed Development.  The LVGI Negotiation Notice and
Opportunity Area may include, as applicable, and by way of example: i) a list of
the IGT Intellectual Property implicated, ii) a detailed description of the
Product (including Product description, engineering specifications, math models,
etc. as applicable), iii) marketing plans, iv) proposed cost and pricing
analysis; v) identification of relevant markets; and vi) other engineering,
design, and business information that would be helpful and relevant to IGT’s
feasibility analysis.  The scope of such
LVGI Negotiation Notice will not be
broader than necessary to permit Development of such Product.  Upon
receipt of the LVGI Negotiation Notice, IGT will consider the proposal contained
in the LVGI Negotiation Notice.  IGT will have a commercially reasonable time frame in which to
evaluate and discuss with LVGI whether to enter into negotiations, which election to enter into such negotiations
is at IGT’s sole discretion, to pursue the
Development covered by the LVGI Negotiation Notice. 

     

    (a)   
 If IGT
timely gives notice of its intention to negotiate, each of IGT and LVGI covenants and agrees that it will negotiate in a Commercially Reasonable manner to reach agreement on the terms
of the Definitive Documentation to permit the Development of the
Product.  Only those patents designated in the LVGI Negotiation Notice
by LVGI that IGT approves for licensing, in IGT’s
sole discretion, will be included in the final negotiated license.  IGT and LVGI agree that IGT
will have the exclusive right to pursue such negotiations with LVGI regarding
the Opportunity Area and the Development of such Product for a commercially reasonable time frame after delivery
of LVGI Negotiation Notice.

     

    (b)  
he
Intellectual Property licenses provided by LVGI to IGT under this Agreement will
provide for enforcement rights to IGT, but not necessarily an obligation, for
any of LVGI’s Intellectual Property licensed to IGT.  IGT will agree
to exercise such enforcement rights at its sole option and election and to the
extent that such rights would not force IGT to bring suit against a direct
customer of IGT or if such rights would not be commercially reasonable to
enforce.

     

    2.03 IGT Initiated
Project.  In the event that IGT desires a license for
Development to any patents in the LVGI Portfolio, IGT will have the right to
negotiate with LVGI an exclusive or non-exclusive world-wide license, at IGT’s
option, on the terms set forth in this Section 2.03.  IGT will
initiate its negotiation right pursuant to this Section 2.03 by providing to
LVGI a

     


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    written
notice (the “IGT Negotiation
Notice”), stating the list of patents in the LVGI Portfolio that IGT is
interested in licensing and an Opportunity Area in
which IGT is interested for Development.  Each of IGT and LVGI
covenants and agrees that it will negotiate in
a Commercially Reasonable manner to
reach agreement on the terms of such exclusive or non-exclusive world-wide
license.  The Parties agree that the Definitive Documentation will
include such other terms and conditions as the parties agree as a result of such
negotiations and as applicable to the
Development.  IGT and LVGI agree that IGT will have the
exclusive right to pursue such negotiations for a commercially reasonable time frame (the “IGT Exclusivity
Period”).  In the event that the Parties fail to reach an
agreement during the IGT Exclusivity Period, there will not be any implied right
of LVGI to exploit, in any manner, the rights that were the subject of the IGT
Negotiation Notice without first complying with the provisions of this Article 2
granting IGT a right of first negotiation.

     

    2.04 Exclusivity.  LVGI
covenants and agrees that it will not, and will cause its Affiliates and
Subordinates not to, directly or indirectly, enter into any Rights Agreement,
except as explicitly permitted by this Article 2.

     

    2.05 Limits on
Obligations to Negotiate.  Notwithstanding the provisions of
this IPAA, IGT will only be required to negotiate one independent agreement
pursuant to this IPAA that is not IGT initiated at any one given time; provided
that if LVGI in good faith believes that IGT or any of its Affiliates is
infringing on any item of Intellectual Property in the LVGI Portfolio, then the
submission of an LVGI Negotiation Notice and any subsequent negotiations with
respect to the scope of such alleged infringement will not be prohibited by the
foregoing.  If more than one such negotiation would otherwise be
required pursuant to any of provision of this Article 2, IGT may defer the start
of related negotiations until after the pending negotiating period has expired,
such that IGT is engaged in no more than one negotiation that is not
IGT-initiated.

     

    2.06 Mechanism for
Resolving Potential Patent Infringement Between the
Parties.  If either Party believes it has a claim, including
the right to file a declaratory judgment action, against the other Party for
patent infringement, it shall notify the other Party of its contention in
writing (“Notification Letter”).

     

    (a)    
Each of
the Parties covenants, for itself and for its Affiliates, that, for the term of
this Agreement, it shall not institute, file or aid in the filing (including
being named as a plaintiff or being voluntarily joined in an action brought by a
licensee of such Party or by any other person) of any claim, demand or cause of
action regarding patent infringement against the other Party without first
bringing its contention to the attention of the other Party by means of a
Notification Letter and engaging in a 60-day negotiation period with such other
Party.  Such Notification Letter shall include (i) an identification
of the claims of the patent allegedly infringed and (ii) an identification of
the accused device or method.

     

    (b)   
 During
said 60-day negotiation period, the Parties shall negotiate in good-faith toward
a resolution of the patent dispute.  All negotiations during such
60-day negotiation period shall be treated as confidential information and as
offers to

     


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    compromise
a claim, and thus inadmissible in litigation pursuant to Federal Rule of
Evidence 408.

     

    (c)   
If the
Parties are unable to amicably resolve the patent dispute within the 60-day
negotiation period, then the Party that sent the Notification Letter (“Objecting
Party”) may file a complaint regarding the patent matter.  The 60-day
negotiation period shall not be detrimental to the Objecting Party in terms of
laches, estoppel, waiver, damage limitations, statute of limitations, or in any
other similar way.  Rather, the complaint shall be treated as if it
were filed when Notification Letter was sent to the other Party.  The
other Party (i.e., the Party to whom the Notification Letter was sent), however,
may not file an action relating to the patent contention until 30-days after the
60-day negotiation period.

     

    (d)   
The
Parties hereby agree that any applicable statute of limitations relating to any
potential claim, demand, and/or cause of action with regard to alleged patent
infringement shall be tolled during the 60-day negotiation period.

     

    (e)   
The
Parties acknowledge that the mechanism provided in this Section 2.06 benefits
both Parties in avoiding unnecessary litigation.  ACCORDINGLY, IF THE
PARTIES ARE UNABLE TO AMICABLY RESOLVE THE PATENT DISPUTE WITHIN THE 60-DAY
NEGOTIATION PERIOD, THE PARTIES HEREBY WAIVE THE RIGHT TO BRING, AS A DEFENSE OR
AFFIRMATIVE DEFENSE TO ANY SUCH COMPLAINT OR APPLICATION FOR EMERGENCY RELIEF
(EMERGENCY RELIEF INCLUDING, BUT NOT LIMITED TO, A TEMPORARY RESTRAINING ORDER,
PRELIMINARY INJUNCTION, OR THE LIKE), THE ARGUMENT OR CONTENTION THAT ANY SUCH
DELAY ATTRIBUTABLE TO SECTION 2.06 ELIMINATES OR REDUCES THE NEED OR ENTITLEMENT
TO SUCH RELIEF.

     

    2.07 Mechanism for
Resolving Potential Non-Patent Infringement Between the
Parties.  If either Party believes it has a claim, including
the right to file a declaratory judgment action, against the other Party for
infringement of Intellectual Property rights other than patents, the Parties
agree to attempt to resolve such claim in good faith prior to filing a law
suit.  The Parties agree, however, that such good faith attempt
provided for in this Section 2.07 shall not require the process outlined in the
above Sections 2.06.

     

    ARTICLE
3 

    Covenants
and Conditions

     

    3.01 Record
Keeping.  LVGI covenants and agrees to maintain records in
sufficient detail and in manner as will properly reflect all work done with
respect to all LVGI Rights Agreements, and such other document and records as
are necessary for IGT to determine LVGI’s compliance with each of the terms and
conditions of this Agreement.  LVGI will allow IGT and its designated
representatives to inspect such records during normal business hours, and will
provide copies of all requested records, to the extent reasonably
required  by IGT.

     


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    


     

    3.02 Prosecution
Collaboration.  IGT and LVGI agree to collaborate with respect
to the prosecution of patents or applications having one or more claims covering
LVGI’s PVD.  To wit, LVGI shall provide IGT with copies of proposed
responses to any substantive action of any intellectual property office at least
30 days prior to the original filing deadlines (prior to any extension) for such
responses and IGT shall have the right to propose changes to such responses,
which LVGI will not unreasonably deny.  Should LVGI discontinue any
patents owned or controlled by LVGI that have one or more claims covering LVGI’s
PVD (by, for example, refusing to pay a maintenance fee or tax or allowing a
patent application to go abandoned), LVGI shall notify IGT of its decision in
this regard and IGT shall have the option to take over responsibility for
maintaining, prosecuting, or otherwise perfecting such discontinued patents –
and LVGI shall assign such to IGT at no cost except that IGT shall pay LVGI’s
reasonable costs associated with such assignment.

     

    ARTICLE
4 

    Confidentiality

     

    4.01 Confidentiality
Obligation.  Each Party will, and will cause each of its
Representatives to (a) hold all information relating to the business of the
other Party disclosed to it by reason of this IPAA confidential; (b) not use any
such information except as necessary to perform its obligations and exercise its
rights under this IPAA; and (c) not disclose any of such information to any
third party unless required by law or otherwise legally compelled to disclose
such information; provided, however, that to the extent that either Party may
become so legally compelled, such Party may disclose such information only if it
will first have used reasonable efforts to obtain, and, if practicable, will
have afforded the other Party the opportunity to obtain, an appropriate
protective order or other satisfactory assurance of confidential treatment for
the information required to be so disclosed.

     

    4.02 Exceptions to
Confidentiality.  The Party who received such confidential
information will not be required to keep confidential any information that (a)
was, at the time of disclosure to it, in the public domain; (b) after disclosure
to it, is published or otherwise becomes part of the public domain through no
fault of the receiving Party; (c) was received after disclosure to it from a
third Party who had a lawful right to disclose such information or materials to
it; (d) was required by law to be disclosed to any regulatory body having
jurisdiction over the receiving Party or any of its respective affiliates,
sublicensees or customers; (e) that disclosure is necessary by reason of
applicable legal, accounting or regulatory requirements beyond the reasonable
control of the receiving Party; or (f) is subsequently developed by the
receiving Party independently of the information received from the disclosing
Party, as evidenced by written documentation.

     

    4.03 Certain
Disclosures.  In the case of any disclosure pursuant to Section
4.02(d) or Section 4.02(e), to the extent practical, the receiving Party will
notify the disclosing Party in advance of the required disclosure and will use
commercially reasonable efforts to assist the disclosing Party in obtaining a
protective order, if available, covering such disclosure.  If such a
protective order is obtained, such information and materials will continue to be
deemed to be confidential information.  In no event shall the
information disclosed pursuant to Section 4.02(d) or Section 4.02(e) of this
IPAA exceed that which is required by such legal, accounting or regulatory
requirement, as applicable.

     


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    


     

    4.04 Terms of
Agreement.  LVGI agrees that this IPAA and its provisions will
remain confidential, protected as confidential information as per the above
provisions of this Article 4, and will only be distributed to those persons
within LVGI that have a need to know, subject to any disclosure required by law
or regulation to the Securities and Exchange Commission (“SEC”), Department of
Justice or any court or tribunal of competent
jurisdiction.  Notwithstanding the foregoing, LVGI will have the right
to disclose the terms of this IPAA to its attorneys, accountants, actual and
potential sources of financing, and potential acquirers, under appropriate
non-disclosure agreements or duties.

     

    ARTICLE
5 

    Term
and Termination

     

    5.01 Term.  The
term of this IPAA will commence on the date of this IPAA and will continue in
force for a period of five (5) years unless terminated earlier as set forth in
this Article 5.  This IPAA shall be automatically renewed after the
initial 5 year period for successive terms of three (3) years, unless terminated
by either Party at least 60 days prior to the end of the initial term or any
renewal term.

     

    5.02 Termination for
Material Breach.  If either Party breaches any material term of
this IPAA, the non-breaching Party may terminate this IPAA upon 60 days’ written
notice to the defaulting Party specifying such breach.  The breaching
Party shall then have said 60 days from receipt of the default notice in which
to cure the specified breach.  Should the breaching Party not cure the
specified breach within said 60 days, this IPAA shall immediately
terminate.

     

    5.03 Effect of
Termination.  Termination of this IPAA will not affect the
right of any party to pursue any remedy for breach of this IPAA or any other
agreement.

     

    5.04 Survival.  The
provisions of the following sections and Articles will survive termination of
this IPAA: Sections
5.03 and 5.04 and Articles 1, 3, 4, 5, 6, and 7.

     

    ARTICLE
6 

    Disclaimer
of Warranties

     

    6.01 NO PARTY
TO THIS IPAA MAKES ANY IMPLIED WARRANTIES.  IMPLIED WARRANTIES
DISCLAIMED INCLUDE, IMPLIED WARRANTIES OF REASONABLENESS, FAIR DEALING, OR GOOD
FAITH; IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN THIS IPAA
WILL BE BINDING UPON EITHER PARTY AS A WARRANTY.

     

    ARTICLE
7 

    Miscellaneous

     

    7.01 Notices.  Whenever
this IPAA provides that any notice, demand, request, consent, approval,
declaration, or other communication be given to or served upon any of the
parties by another, such notice, demand, request, consent, approval,
declaration, or other communication shall be in writing and shall be deemed to
have been validly served, given, or delivered (and “the

     


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    date of
such notice” or words of similar effect will mean the date) five days after
deposit in the United States mails, certified mail, return receipt requested,
with proper postage prepaid, or upon confirmed receipt thereof (whether by
noncertified mail, telecopy, express delivery, or otherwise), whichever is
earlier, and addressed to the party to be notified as follows:

     

    
      	
              If
      to IGT, at:

            	
              IGT

              9295
      Prototype Drive

              Reno,
      Nevada  89521

              Attention:                     
      Richard Pennington

              Fax:                                
      775.448.1488

            
	 
      	 
      
	
              with
      copies to:

            	
              Fulbright
      & Jaworski L.L.P.

              2200
      Ross Avenue

              Suite
      2800

              Dallas,
      Texas 75201

               

              Attention:                        Glen
      J. Hettinger

              Fax:                                    214.855.8200

            
	 
      	 
      
	
              If
      to LVGI, at:

            	
              LVGI

              4000
      West Ali Baba Lane

              Las
      Vegas, Nevada 89118

               

              Attn:    
      Jon Berkley

              Fax:      
      702.733.4907

              With
      copies to Legal@LVGI.com

            
	 
      	 
      
	
              with
      copies to:

            	
              Weide
      & Miller, Ltd.

              7251
      W. Lake Mead Blvd., Suite 530

              Las
      Vegas, NV 89128

               

              Attention:  R.
      Scott Weide

              Fax:          
        702-382-4805

            


    

     

    or to
such other address as each party may designate for itself by like
notice.  No notice, demand, request, consent, approval, declaration,
or other communication shall be deemed to have been given or received unless and
until it sets forth all items of information required to be set forth therein
pursuant to the terms of this IPAA.

     


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    
      7.02 Choice of
Law.  This IPAA will be governed by and construed in accordance
with the laws of the State of Nevada, without regard to any conflicts of
laws.  IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES RELATING
TO THIS IPAA, EACH OF THE PARTIES HERETO SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEVADA COUNTY OF WASHOE AND DOES HEREBY WAIVE ANY
CLAIM THAT SUCH FORUM IS INCONVENIENT.

    

     

    7.03 Integration;
Amendments; Waivers.  This IPAA constitutes the entire
agreement among the Parties with respect to the subject matter hereof and
supersedes all previous written, and all previous or contemporaneous oral,
negotiations, understandings, arrangements, understandings, or agreements with
the exception of the License and Application Support Agreement, Retrofit
License, and LVGI Investment Agreement to be executed simultaneously with this
IPAA.  This IPAA may not be amended, modified, or supplemented, or any
provision of this IPAA waived, except by a writing signed by all the parties to
this IPAA.  No custom, practice, course of dealing, or similar conduct
will be deemed to amend, modify, or supplement any term of this
IPAA.  The failure of any Party to enforce any right or remedy under
this IPAA, or to enforce any such right or remedy promptly, will not constitute
a waiver thereof, nor give rise to any estoppel against such Party, nor excuse
any other Party from its obligations under this IPAA.  Any waiver of
any such right or remedy by any Party must be in writing and signed by the Party
against which such waiver is sought to be enforced.  No waiver will be
deemed a continuing waiver or a waiver of any right beyond the specific right
waived in such waiver.

     

    7.04 Further
Assurances.  Each Party to this IPAA shall, without the
necessity of any further consideration, execute and deliver any and all such
further documents and take any and all such other actions as may be reasonably
necessary or appropriate to carry out the intent and purposes of this IPAA and
to consummate the transactions contemplated hereby.

     

    7.05 Force
Majeure.  No Party will be deemed in default if delayed or
prevented from performing its obligations under this IPAA, in whole or in part,
due to an act of God, fire, flood, explosion, civil disorder, strike, lockout or
other labor trouble, material shortages of utilities, equipment, materials or
facilities, delay in transportation, breakdown or accident, riot, war, terrorist
attack or other cause beyond its reasonable control (a “Force Majeure
Event”); provided that such party will resume full performance of this
IPAA as soon as practicable following the conclusion of the Force Majeure Event;
and provided further, that any adverse event resulting directly or indirectly
from conditions generally affecting any industry or industry sector in which a
Party operates or competes which does not have a materially disproportionate
impact on the Party relative to other industry participants shall not be
considered a Force Majeure Event under this IPAA.

     

    7.06 Headings.  The
headings in this IPAA are for convenience of reference only and are not part of
the substance of this IPAA.

     

    7.07 Severability.  It
is not the intention of the Parties to this IPAA expressly to violate any public
policy, statutory or common law rules, regulations, or decisions of any
governmental or regulatory body.  If any provision of this IPAA are
interpreted or construed as being in violation of any such policy, rule,
regulation, or decision, the provision, section, sentence, word, clause, or
combination thereof causing such violation shall be rendered inoperative to the
minimum extent necessary in order to not be violative as set forth above (and in
lieu thereof the Parties jointly request the court to insert such provision,
sentence, word, clause, or combination

     


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    thereof
that is as favorable as possible to the Party the rights of which were made
inoperative as may be valid and consistent with the intent of the parties under
this IPAA) and the remainder of this IPAA, as amended, shall remain binding upon
the Parties to this IPAA, unless the inoperative provision would cause
enforcement of the remainder of this IPAA to be inequitable under the
circumstances.

     

    7.08 Assignment.  Neither this IPAA nor any rights hereunder may be transferred
or assigned, nor any duties under this IPAA delegated, by operation of law or
otherwise, without the written consent of all parties to this IPAA, except that
IGT may assign this IPAA and all
rights hereunder and delegate all of its
obligations hereunder to an affiliate of
IGT and except that LVGI may assign this
IPAA and all rights hereunder and delegate all of its obligations hereunder to a person or entity that is a
non-Competitor of IGT that acquires all or substantially all of the
assets of LVGI in a single transaction or series or related transactions. For
the purposes of the foregoing, a Change of Control of LVGI will be deemed an
attempted assignment of this IPAA and the
rights hereunder and a delegation of all duties hereunder.  Any
attempted assignment, transfer or delegation that is that is not in conformance
with this agreement is void.

     

    “Change of
Control” means the occurrence of any of the following
events:

     

    (a)   LVGI
becomes aware of the acquisition by any “person” or group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or any successor provision), including
any group acting for the purpose of acquiring, holding or disposing of
securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) in a
single transaction or in a related series of transactions, by way of merger,
consolidation or other business combination or purchase of “beneficial
ownership” (within the meaning of Rule 13d-3 under the Exchange Act, or any
successor provision) of 20% or more of the total voting power of the Voting
Stock of LVGI;

     

    (b)   
(i) 
there shall be consummated any share exchange, consolidation or merger of LVGI
pursuant to which LVGI’s common stock would be converted into cash, securities
or other property, other than pursuant to a share exchange, consolidation or
merger of LVGI in which the holders of LVGI’s common stock immediately prior to
the share exchange, consolidation or merger have, directly or indirectly, at
least a majority of the total voting power of the voting stock of the continuing
or surviving corporation immediately after the share exchange, consolidation or
merger, or (ii) LVGI sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of the assets of LVGI and its
Restricted Subsidiaries to another Person and any “person” (as defined in
clause (a) above) is or becomes the “beneficial owner” (as defined in
clause (a) above), directly or indirectly, of 20% or more of the total
voting power of the voting stock of the transferee entity in such disposition of
assets;

     

    (c)   
during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors (together with any new directors whose
election by such Board of Directors or whose nomination for election by the
stockholders of LVGI was approved by a vote of a majority of the directors
of

     


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    LVGI then
still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors then in office;

     

    (d)  
the
adoption of a plan relating to the liquidation or dissolution of LVGI;
or

     

    (e)   
the
occurrence of any other event that would constitute a change in control of LVGI
within the meaning of Item 5.01 (or successor item) of Forms 8-K (or successor
form) under the Exchange Act.

     

    7.09 No
Partnership.  This IPAA forms a contractual arrangement only
and does not constitute the parties as a partnership.

     

    7.10 Business
Day.  Should the terms of this IPAA require the performance of
any obligation or the fulfillment of any condition on a day other than a
business day, such obligation or fulfillment may be delayed until midnight on
the next day that is a business day for the party to perform.

     

    7.11 Counterparts.  This
IPAA may be executed in any number of counterparts, by means of facsimile or
portable document format (pdf), which shall individually and collectively
constitute one agreement.

     

    7.12 Specific
Performance.  It is agreed that a violation by any party of the
terms of this IPAA cannot be adequately measured or compensated in money
damages, and that any breach or threatened breach of this IPAA by a party to
this IPAA would do irreparable injury to the non-defaulting party.  It
is, therefore, agreed that in the event of any breach or threatened breach by a
party to this IPAA of the terms and conditions set forth in this IPAA, the
non-defaulting party will be entitled, in addition to any and all other rights
and remedies that it may have in law or in equity, to apply for and obtain
injunctive relief requiring the defaulting party to be restrained from any such
breach, or threatened breach or to refrain from a continuation of any actual
breach.

     

    7.13 Publicity.  Neither
Party shall issue any press release or make any other public announcement with
respect to this IPAA or the transactions contemplated hereby without obtaining
the prior written approval of the other Party (which will not be unreasonably
withheld or delayed).  Where disclosure of information regarding this
IPAA or the transactions contemplated hereby may be required by law or the
regulations of any securities exchange, the Party complying with applicable law
or regulations shall provide sufficient time for the other Party to comment on
those portions of such disclosures that pertain to this IPAA before such
disclosures are made.

     

    7.14 Termination for
Regulatory Compliance.  Each Party and its affiliates conduct
business in a highly regulated industry under privileged licenses issued by
gaming regulatory authorities both domestic and international.  Each
Party maintains a compliance program that has been established to protect and
preserve the name, reputation, integrity, and good will of such Party and its
affiliates and to monitor compliance with the requirements established by gaming
regulatory authorities in various jurisdictions around the
world.  Each Party agrees to cooperate

     


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


    with
requests, inquiries, or investigations of gaming regulatory authorities or law
enforcement agencies in connection with the performance of this
IPAA.  Each Party agrees to fully cooperate with the other Party in
the completion of any necessary due diligence background
investigation.  If either Party receives a written or oral opinion,
recommendation or indication from a gaming regulatory authority (including a
representative thereof) or if either Party determines, based upon facts and
evidence that would reasonably be accepted by gaming regulatory authorities or
other licensed gaming entities, that continuation of this IPAA would jeopardize
the gaming licenses, permits or status of such Party or any of its affiliates
with any gaming regulatory authority or similar law enforcement authority
(“Regulatory Trigger”), then: (a) such Party will give notice to the other Party
of the Regulatory Trigger, including details of the opinion, recommendation,
indication or asserted facts (to the extent known by the receiving Party), and
provided such Party is given a time period to address the basis for said
Regulatory Trigger, that Party will provide the other Party a reasonable time
frame within such Party's reasonably allotted time period to comment upon and
take action to remove such basis; and (b) if such Regulatory Trigger is not
cured to that Party's reasonable satisfaction, such that a reasonable risk
remains that jeopardizes the status of such Party with any gaming regulatory
authority, that Party may terminate such portion of this IPAA which would cure
the Regulatory Trigger (leaving the remainder of this IPAA in force and effect),
and if such cannot be effected, such Party may terminate this entire IPAA
immediately.

     

    


     

    [Signature
Page Follows]

     


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    


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

     

    


     

     

    LVGI

    


     

     

    By:  /s/ Jon D.
Berkley                                            


    Name:   Jon D.
Berkley                                            

    Title:     President
&
CEO                                        


     

     

    IGT

    


     

     

    By: /s/ Richard
Pennigton                                       


    Name:  Richard
Pennington                                     


    Title:    Exec. VP
– Corporate
Strategy                   


     

    


     

    



    
      
         


      

      
        - 15
-