ex1035.htm


    TRADEMARK
SECURITY AGREEMENT

     

    This
Trademark Security Agreement (this “Agreement”), is dated
as of May 22, 2009, made by LAS VEGAS GAMING, INC., a
Nevada corporation (the “Grantor”), in favor
of IGT, a Nevada
corporation (the “Lender”).

     

    W I T N E S S E T
H

     

    WHEREAS,
the Grantor is party to a certain IGT-LVGI Binding Term Sheet dated on or about
February 13, 2009, (as it may be amended, restated, supplemented or
otherwise modified from time to time, the “Advance Term Sheet”),
between the Grantor and the Lender, pursuant to which the Lender advanced
certain sums to the Grantor and the Grantor granted the Lender a security
interest in all of the Grantor’s present and future assets.  Under the
Advance Term Sheet, the Grantor is required to execute and deliver this
Agreement;

     

    NOW,
THEREFORE, in consideration of the premises and in connection with the Advance
Term Sheet, the Grantor hereby agrees with the Lender as follows:

     

    SECTION
1. Grant of Security Interest
in Trademark Collateral.  The Grantor hereby pledges and grants
to the Lender for the benefit of the Lender and any affiliate of the Lender, a
continuing lien on and continuing security interest in and to all of Grantor’s
right, title and interest in, to and under all the following property of such
Grantor:

     

    (a) trademarks
of Grantor listed on Schedule I
attached hereto;

     

    (b) all
goodwill associated with such trademarks; and

     

    (c) all
proceeds of any and all of the foregoing.

     

    SECTION
2. Security
Agreement.  The security interest granted pursuant to this
Agreement is granted in conjunction with the security interest granted to the
Lender pursuant to the Advance Term Sheet and that certain Security Agreement
dated the date of this Agreement between the Grantor and the Lender, the terms
and provisions of which are incorporated by reference herein as if fully set
forth herein.

     

    SECTION
3. Termination.  Upon
the release of the Lender’s security interest in any trademarks pursuant to the
Advance Term Sheet, the Lender shall execute, acknowledge, and deliver to the
Grantor an instrument in writing in recordable form releasing the collateral
pledge, grant, assignment, lien and security interest in such trademarks under
this Agreement.

     

    SECTION
4. Counterparts.  This
Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more
counterparts.  Delivery of an executed counterpart by facsimile or
other electronic means shall be effective as delivery of a manually executed
counterpart of this Agreement.

     

     

    [signature page
follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, Grantor has caused this Agreement to be executed and delivered
by its duly authorized officer as of the date first set forth
above.

     

     

    LAS
VEGAS GAMING, INC.

     

    By: 
/s/ Bruce
Shepard                                 


    Name:  
Bruce Shepard

    Title:    
Chief Financial Officer

     

    ACCEPTED
AND AGREED:

     

     

    IGT

     

    By: /s/ Ken
Creighton                                   


    Name: 
Ken Creighton

    Title:   
Assistant Secretary and

                
V.P. Corporate Legal

     


    
      
         


      

      
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    SCHEDULE I TO TRADEMARK
SECURITY AGREEMENT

     

    
      	 
      	
              Serial Number

            	
              Registration Number

            	
                  Word
  Mark

            
	
              1)

            	
              77229947

            	
              3470716

            	
              LAS
      VEGAS GAMING, INC.

            
	
              2)

            	
              77310432

            	
              3449148

            	
              LVGI

            
	
              3)

            	
              77109704

            	
              3355160

            	
              LVGI

            
	
              4)

            	
              76080244

            	
              2661429

            	
              LAS
      VEGAS GAMING INCORPORATED NO LIMITS!

            
	
              5)

            	
              76080243

            	
              2611541

            	
              LAS
      VEGAS GAMING INCORPORATED NO
LIMITS!

            


    

    


     

     


    
      
         


      

      
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