Exhibit 10.2

                               EXCHANGE AGREEMENT



         EXCHANGE  AGREEMENT (this  "Agreement") is entered into this 4th day of
November, 2005, between Las Vegas Resorts Corporation, a Nevada corporation (the
"Company"), and Glenn A. Little("Little").

         WHEREAS, the Company has entered into a Subscription Agreement, of even
date herewith (the "Subscription Agreement"), with Halter Financial Investments,
L.P.,  a Texas  limited  partnership  (the  "Investor"),  pursuant  to which the
Company  has  agreed to sell to the  Investor,  and the  Investor  has agreed to
purchase from the Company, certain shares of the Company's capital stock; and

         WHEREAS,  in  connection  with  the  transactions  contemplated  by the
Subscription Agreement, Little desires to exchange all of the debt owed to it by
the Company for shares of the Company's  Common Stock, par value $.001 per share
(the "Stock").

         NOW  THEREFORE,  in  consideration  of the  premises and other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties hereby agree as follows:

         1.  Exchange of  Securities.  In exchange for 240,000  shares of Stock,
Little hereby agrees to release and discharge the Company from its obligation to
repay  indebtedness  in the amount of $60,000 owed by the Company to Little,  as
evidenced by the Demand Promissory Note issued by the Company to Little dated as
of November 4, 2005 (the "Note").

         2.  Discharge of  Obligations.  The  consummation  of the  transactions
contemplated  by  this  Agreement  shall  constitute  the  full,   complete  and
satisfactory  discharge by the Company of all of the  Company's  obligations  of
indebtedness to Little under any prior agreement or otherwise.

         3. Warranties and  Representations of Little.  Little hereby represents
and warrants that:

                  (a)  The  Note   represents  the  sole,   total  and  complete
indebtedness  of the Company to Little and the Company is not indebted to Little
for any additional  sums,  other than for salary or compensation  earned but not
yet paid.

                  (b) Little owns the Note, free and clear of any liens, claims,
or other encumbrances of any kind or nature.

                  (c)  Little  is  acquiring  the  Stock to be  acquired  by him
hereunder  solely for investment  purposes and not with a view to, or for resale
in connection  with, any distribution  thereof or with any present  intention of
distributing  or selling any of the Stock,  except as allowed by the  Securities
Act of 1933,  as amended,  or any rules or  regulations  promulgated  thereunder
(collectively,  the  "Act").  Little  understands  that the  Stock  has not been



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registered  under the Act,  and that  accordingly  the  Stock  will not be fully
transferable  except as permitted under the various exemptions  contained in the
Act,  or  upon   satisfaction  of  the  registration  and  prospectus   delivery
requirements of the Act. Little acknowledges that he must bear the economic risk
of his investment in the Stock for an indefinite  period of time since the Stock
has not been  registered  under the Act and therefore  cannot be sold unless the
Stock is subsequently registered or an exemption from registration is available.

         4. Survival of Representations and Warranties.  The representations and
warranties of the parties hereto set forth herein shall survive the Closing.

         5. Closing. The "Closing" of the transactions contemplated hereby shall
occur on the same date as the  "Closing  Date" as defined in Section  1.3 of the
Subscription Agreement.

         6. Further Acts.  In addition to the acts recited in this  Agreement to
be performed by the Company and Little,  the Company and Little agree to perform
or cause to be  performed  at the  Closing or after the Closing any and all such
further acts as may be  reasonably  necessary  to  consummate  the  transactions
contemplated hereby.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                        LAS VEGAS RESORTS CORPORATION



                                     By: /s/ Glenn A. Little
                                        ----------------------------------------
                                        Glenn A. Little, Chief Executive Officer



                                        LITTLE



                                     By: /s/ Glenn A. Little
                                        ----------------------------------------
                                        Glenn A. Little