**Exhibit 2.3**STOCK PURCHASE AGREEMENT     THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this30th day of June, 2002, by and among Las Vegas Gaming, Inc., a Nevada corporation(“Buyer”), Imagineering Systems, Inc. a Nevada corporation (the “Company”), Ron Mach and AliciaMach (collectively, the “Machs”) and Bill Williams (“Williams,” and collectively with the Machs,the “Stockholders”).RECITALS     WHEREAS, the Company is primarily engaged in the business of manufacturing and distributingkeno equipment (the “Business”).     WHEREAS, the Stockholders are the record and beneficial owner of an aggregate of 7,470 shares(the “Shares”) of the Company’s common stock, par value $.01 per share (“Common Stock”), which theShares constitute all of the issued and outstanding Common Stock of the Company, exclusive oftreasury shares.     WHEREAS, the Stockholders no longer wish to retain any ownership interest in the Companywhatsoever and desire to sell and Buyer desires to acquire from The Stockholders, all, but not lessthan all, of the Shares on the terms and in accordance with the provisions contained herein.     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, theparties agree that the foregoing recitals are true and correct and incorporated herein as if fullyset forth and further covenant and agree as follows:ARTICLE I. PURCHASE AND SALE; PURCHASE PRICE; CLOSING     Section 1.01. Purchase and Sale of the Shares. In consideration of the delivery byBuyer on the Closing Date (defined below) of the consideration set forth in Section 1.03 of thisAgreement, at the Closing (defined below), the Stockholders shall sell, assign, transfer, conveyand deliver to Buyer, and Buyer shall purchase and accept from the Stockholders, the Shares. At thetime of transfer, the Shares shall represent no less than one hundred percent (100%) of the issuedand outstanding shares of the Company’s Common Stock, including all shares of the Company reservedfor issuance or issuable by the Company.     Section 1.02. Termination and Release. In further consideration of the delivery byBuyer of the consideration as aforesaid, Williams agrees: (a) that those certain Memoranda ofUnderstanding (collectively, the “MOA”) between himself and Buyer, dated August 13-August 16, 1999shall be terminated immediately upon such delivery; and (b) Stockholders shall release any and allclaims, monetary or otherwise, that they may have against Buyer or the Company (the “Release”),immediately upon such delivery.     Section 1.03. Purchase Price. The purchase price (the “Purchase Price”) for theShares, and, in the case of Williams, also for termination of the MOA and delivery of the Release,shall be as follows:          (a) To Ron Mach, Twenty Thousand (20,000) shares of restricted common stock, par value $.001per share, of Buyer (“Buyer Common Stock”);
 

 
          (b) To Alicia Mach, Twenty Thousand (20,000) shares of Buyer Common Stock;          (c) To Williams, One Hundred and Fifty Thousand (150,000) shares of Buyer Common Stock, and acash payment of $67,500 as a partial paydown on unreimbursed expenses and the loan made by Williamsto the Company. The remaining unpaid balance of the unreimbursed expenses and the loan will betreated in accordance with the provisions as described in Addendum A;          (d) The assumption by Buyer of the Company’s obligations under and pursuant to that certainSecured Promissory Note (the “IGT Note”) dated November 23, 1992 in the principal amount of$2,988,398.22 made by the Company, Williams, Judith Williams (the “Williamses”) the Machs, WilliamPritchard, Roberta Pritchard (collectively, the “Pritchards”), Carl Conti and Charlotte Conti(collectively, the Contis” and together with the Company, the Williamses, the Machs and thePritchards, the “Borrowers”), in favor of IGT, [whereby Buyer shall obtain the release of the deedsof trust and the guarantees delivered by the Williamses in connection with the IGT Note (the“Assumed Liabilities”)].          (e) The assumption of liabilities provided for in Subsection (d) of this Section 1.03 isallocated as consideration for the covenant not to compete set forth in Section 4.02 hereof.     Section 1.04. At Closing, the Company shall, and the Stockholders shall cause the Company to,transfer and assign to Buyer all of the Company’s right, title and interest in an to that certainjudgment against American Wagering, Inc., a Nevada corporation, [presently under appeal to theNevada Supreme Court Case Number 37857] in the amount of $897,500, plus interest (the “Judgment”).After the Closing, the Stockholders and the Company shall cooperate with Buyer or its designee toassist in collection of the Judgment.     Section 1.05. Release of the Stockholders. At Closing, upon payment of the PurchasePrice, the Stockholders shall release and relinquish any and all right, title and interest whichthe Stockholders now have or may ever have had in the Shares and the Company. Effective as ofClosing, the Stockholders that are officers and directors of the Company shall from any and allpositions in the Company as an officer and/or director and do hereby on behalf of themselves, past,present or future successors, assigns, predecessors, attorneys, and their respective successors andassigns, and all other persons and entities who may ever claim, by, through, or under theStockholders, fully, finally and forever settle, waive, acquit, relinquish, release and dischargethe Company and Buyer, and their past, present or future affiliates, successors, assigns, partners,stockholders, members, officers, directors, agents, employees, attorneys and predecessors and theirrespective successors and assigns (collectively, the “Releasees”), of and from any and all mannerof action or actions, cause or causes of action, at law or in equity, suits, proceedings,investigations, charges, complaints, claims, demands, commitments, debts, liens, contracts,agreements, promises, obligations, liabilities, damages, losses, costs and expenses, of any kindand nature whatsoever, contingent or absolute, asserted or unasserted, known or unknown(collectively, the “Claims”), which the Stockholders and their heirs, executors, administrators,successors or assigns ever had, now have or, to the extent arising from or in connection with anyact, omission or state of facts taken or existing on or prior to Closing, may hereafter have,against the Releasees. Notwithstanding the foregoing, the release set forth in this Section shallin no way release any liabilities or obligations of the Releasees created by this Agreement or anyother document executed and delivered in connection with the closing of the transactionscontemplated hereby (collectively, the “Excluded Claims”). The Stockholders hereby acknowledgethat their settlement, waiver, acquittal, relinquishment, release and
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discharge of the Releaseesfrom any and all Claims, except for the Excluded Claims, constitutes a release in all of suchStockholders capacities, including but not limited to, the Stockholder’s role as an employee,stockholder, agent, officer and director of the Company, if applicable.     Section 1.06. Closing. The consummation of the transactions contemplated by thisAgreement shall be the “Closing” and shall take place within ten (10) days following the issuanceof any and all necessary Gaming Approvals (defined below) as may be required by the applicableGaming Authorities (defined below) (the “Closing Date”). For purposes of this Agreement, GamingApprovals shall mean those permits, consents, approvals, authorizations or other orders or filingsby or with applicable gaming regulatory agencies (collectively, “Gaming Authorities”) injurisdictions in which the Company holds gaming licenses or other approvals that are required,under applicable laws, or regulations, or both, to be obtained, issued or made prior to Closing.     Section 1.07. Conditions Precedent to Closing. The obligation of the parties toconsummate the transactions contemplated hereby is expressly conditioned and contingent upon theissuance of any and all necessary Gaming Approvals on or before December 31, 2002 (the “TransactionExpiration Date”). In the event the Gaming Approvals are not obtained by the TransactionExpiration Date, this Agreement shall terminate and be of no force and effect, and the partiesshall have such rights and obligations as set forth in Article IX hereof.     Section 1.08. Closing Deliveries. Closing deliveries shall be considered to havetaken place simultaneously as a single transaction, and no delivery shall be considered to havebeen made until all deliveries are completed. On the Closing Date:          (a) The Stockholders shall deliver, or cause to be delivered, to Buyer a certificate orcertificates representing the Shares, duly endorsed in blank or accompanied by duly executed stockpowers and in proper form and order for transfer, free and clear of all liens and encumbrances,dated as of the Closing Date;          (b) The Stockholders shall deliver, or cause to be delivered, to Buyer (i) a unanimouswritten consent of the Stockholders providing evidence of and consent to the authority and capacityof Company and its representatives to enter into this Agreement and consummate the transactionscontemplated hereby, substantially in the form of Exhibit A attached hereto, and (ii) aunanimous written consent of the board of directors of the Company providing evidence of andconsent to the authority and capacity of the Company and its representatives to enter into thisAgreement and to consummate the transaction contemplated hereby, substantially in the form ofExhibit B attached hereto;          [(c) The Stockholders shall deliver to Buyer a Termination and Release Agreement substantiallyin the form of Exhibit C attached hereto duly executed by the Stockholders, with respect tothe MOA and the Release;          (d) The Stockholders shall deliver, or cause to be delivered, to Buyer the resignations of allof the Company’s current officers and directors;          (e) The Stockholders and the Company shall deliver, or cause to be delivered, to Buyer anassignment of the Judgment;
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          (f) Buyer shall issue and deliver to each Stockholder a certificate or certificatesrepresenting the Buyer’s Common Stock to which each such Stockholder is entitled to receive asprovided in Section 1.03 hereof; and          [(f) Buyer shall deliver to Williams (i) an Assumption Agreement substantially in the form ofExhibit D attached hereto, duly executed by Buyer, and (ii) such other good and sufficientinstruments of assumption or release as shall be effective to cause Buyer to assume theAssumed Liabilities or release the Williamses from liability thereunder, to the extent provided inSection 1.03 (d) hereof.ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE