**Exhibit 10.6****EXHIBIT B****REGISTRATION RIGHTS AGREEMENT**          This Registration Rights Agreement (this “Agreement”) is made and entered into as ofMarch 31, 2006, between Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), andthe purchaser signatory hereto (the “Purchaser”).          This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the datehereof among the Company and the Purchaser (the “Purchase Agreement”).          The Company and the Purchaser hereby agree as follows:     1. Definitions          **Capitalized terms used and not otherwise defined herein that are defined in the PurchaseAgreement shall have the meanings given such terms in the Purchase Agreement.**As used in thisAgreement, the following terms shall have the following meanings:          “Advice” shall have the meaning set forth in Section 6(d).          “Effectiveness Date” means, with respect to the initial Registration Statementrequired to be filed hereunder, the 180th calendar day following the date hereofand, with respect to any additional Registration Statements which may be required pursuantto Section 3(c), the 180th calendar day following the date on which the Companyfirst knows, or reasonably should have known, that such additional Registration Statementis required hereunder; provided, however, in the event the Company isnotified by the Commission that one of the above Registration Statements will not bereviewed or is no longer subject to further review and comments, the Effectiveness Date asto such Registration Statement shall be the fifth Trading Day following the date on whichthe Company is so notified if such date precedes the dates required above.          “Effectiveness Period” shall have the meaning set forth in Section 2(a).          “Event” shall have the meaning set forth in Section 2(b).          “Event Date” shall have the meaning set forth in Section 2(b).          “Filing Date” means, with respect to the initial Registration Statementrequired hereunder, the 120th calendar day following the date hereof and, withrespect to any additional Registration Statements which may be required pursuant to Section3(c), the 120th day following the date on which the Company first knows, orreasonably should have known that such additional Registration Statement is requiredhereunder.          “Holder” or “Holders” means the holder or holders, as the case may be,from time to time of Registrable Securities.          “Indemnified Party” shall have the meaning set forth in Section 5(c).          “Indemnifying Party” shall have the meaning set forth in Section 5(c).
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          “Losses” shall have the meaning set forth in Section 5(a).          “Proceeding” means an action, claim, suit, investigation or proceeding(including, without limitation, an investigation or partial proceeding, such as adeposition), whether commenced or threatened.          “Prospectus” means the prospectus included in a Registration Statement(including, without limitation, a prospectus that includes any information previouslyomitted from a prospectus filed as part of an effective registration statement in relianceupon Rule 430A promulgated under the Securities Act), as amended or supplemented by anyprospectus supplement, with respect to the terms of the offering of any portion of theRegistrable Securities covered by a Registration Statement, and all other amendments andsupplements to the Prospectus, including post-effective amendments, and all materialincorporated by reference or deemed to be incorporated by reference in such Prospectus.          “Registrable Securities” means (i) all of the shares of Common Stock issuableupon conversion of the Notes assuming all of the Notes are converted, (ii) all sharesissuable as amortization payments on the Notes assuming all permissible amortizationpayments are made in shares of Common Stock and the Notes are held until maturity, (iii)all Warrant Shares, (iv) any securities issued or issuable upon any stock split, dividendor other distribution recapitalization or similar event with respect to the foregoing and(v) any additional shares issuable in connection with any anti-dilution provisions in theNotes or the Warrants.          “Registration Statement” means the registration statements required to befiled hereunder and any additional registration statements contemplated by Section 3(c),including (in each case) the Prospectus, amendments and supplements to such registrationstatement or Prospectus, including pre- and post-effective amendments, all exhibitsthereto, and all material incorporated by reference or deemed to be incorporated byreference in such registration statement.          “Rule 415” means Rule 415 promulgated by the Commission pursuant to theSecurities Act, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the same purpose andeffect as such Rule.          “Rule 424” means Rule 424 promulgated by the Commission pursuant to theSecurities Act, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the same purpose andeffect as such Rule.     2. Registration          (a) The Company shall prepare and file with the Commission a Registration Statement coveringthe resale of 125% of the Registrable Securities for an offering to be made on a continuous basispursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company isnot then eligible to register for resale the Registrable Securities on Form SB-2, in which casesuch registration shall be on another appropriate form in accordance herewith) and shall contain(unless otherwise directed by the Holders) substantially the “Plan of Distribution” attached heretoas Annex A. Subject to the terms of this Agreement, the Company shall use its best effortsto cause the Registration Statement to be declared effective under the
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Securities Act as promptly as possible after the filing thereof, but in any event prior to theapplicable Effectiveness Date, and shall use its best efforts to keep such Registration Statementcontinuously effective under the Securities Act until all Registrable Securities covered by suchRegistration Statement have been sold or may be sold without volume restrictions pursuant to Rule144(k) as determined by the counsel to the Company pursuant to a written opinion letter to sucheffect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the“Effectiveness Period”). The Company shall immediately notify the Holders via facsimile ofthe effectiveness of the Registration Statement on the same day that the Company receivesnotification of the effectiveness from the Commission. Failure to so notify the Holder within 1Trading Day of such notification shall be deemed an Event under Section 2(b).          (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if theCompany files a Registration Statement without affording the Holders the opportunity to review andcomment on the same as required by Section 3(a), the Company shall not be deemed to have satisfiedthis clause (i)), or (ii) the Company fails to file with the Commission a request for accelerationin accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of thedate that the Company is notified (orally or in writing, whichever is earlier) by the Commissionthat a Registration Statement will not be “reviewed,” or not subject to further review; or (iii)prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwiserespond in writing to comments made by the Commission in respect of such Registration Statementwithin 30 calendar days after the receipt of comments by or notice from the Commission that suchamendment is required in order for a Registration Statement to be declared effective; or (iv) aRegistration Statement filed or required to be filed hereunder is not declared effective by theCommission by its Effectiveness Date; or (v) after the Effectiveness Date, a Registration Statementceases for any reason to remain continuously effective as to all Registrable Securities for whichit is required to be effective, or the Holders are not permitted to utilize the Prospectus thereinto resell such Registrable Securities for 10 consecutive calendar days but no more than anaggregate of 15 calendar days during any 12-month period (which need not be consecutive TradingDays) as a result of actions of the Company (any such failure or breach being referred to as an“Event”, and for purposes of clause (ii) or (iv) the date on which such Event occurs, orfor purposes of clause (ii) the date on which such five Trading Day period is exceeded, or forpurposes of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes ofclause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded beingreferred to as “Event Date”), then in addition to any other rights the Holders may havehereunder or under applicable law, on each such Event Date and on each monthly anniversary of eachsuch Event Date (if the applicable Event shall not have been cured by such date) until theapplicable Event is cured, the Company shall pay to each Holder an amount in cash, as partialliquidated damages and not as a penalty, equal to 1.5% of the outstanding principal of the Notesfor any Registrable Securities then held by such Holder for the first 30 days (or part thereof)after the 120th or 180th day, as the case may be, and an additional 1.5% forany subsequent 30-day period (or part thereof), thereafter. If the Company fails to pay anypartial liquidated damages pursuant to this Section in full within seven days after the datepayable, the Company will pay interest thereon at a rate of 20% per annum (or such lesser maximumamount that is permitted to be paid by applicable law) to the Holder, accruing daily from the datesuch partial liquidated damages are due until such amounts, plus all such interest thereon, arepaid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a dailypro-rata basis for any portion of a month prior to the cure of an Event.
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     3. Registration Procedures          In connection with the Company’s registration obligations hereunder, the Company shall:          (a) Not less than five Trading Days prior to the filing of each Registration Statement or anyrelated Prospectus or any amendment or supplement thereto (including any document that would beincorporated or deemed to be incorporated therein by reference), the Company shall, (i) furnish toeach Holder copies of all such documents proposed to be filed, which documents (other than thoseincorporated or deemed to be incorporated by reference) will be subject to the review of suchHolders, and (ii) cause its officers and directors, counsel and independent certified publicaccountants to respond to such inquiries as shall be necessary, in the reasonable opinion ofrespective counsel to conduct a reasonable investigation within the meaning of the Securities Act.The Company shall not file the Registration Statement or any such Prospectus or any amendments orsupplements thereto to which the Holders of a majority of the Registrable Securities shallreasonably object in good faith, provided that, the Company is notified of such objection inwriting no later than 5 Trading Days after the Holders have been so furnished copies of suchdocuments. Each Holder agrees to furnish to the Company a completed Questionnaire in the formattached to this Agreement as Annex B (a **“**Selling Holder Questionnaire**”**) not less than twoTrading Days prior to the Filing Date or by the end of the fourth Trading Day following the date onwhich such Holder receives draft materials in accordance with this Section. In the event that anyHolder provides an objection which effectively delays any filing of the Registration Statement oramendment to the Registration Statement, then all time periods related effectiveness and filingcontained herein shall be extended for such time period as such objection remains unresolved andcreating a delay in the filing process.          (b) (i) Prepare and file with the Commission such amendments, including post-effectiveamendments, to a Registration Statement and the Prospectus used in connection therewith as may benecessary to keep a Registration Statement continuously effective as to the applicable RegistrableSecurities for the Effectiveness Period and prepare and file with the Commission such additionalRegistration Statements in order to register for resale under the Securities Act all of theRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by anyrequired Prospectus supplement (subject to the terms of this Agreement), and as so supplemented oramended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to anycomments received from the Commission with respect to a Registration Statement or any amendmentthereto and as promptly as reasonably possible provide the Holders true and complete copies of allcorrespondence from and to the Commission relating to a Registration Statement; and (iv) comply inall material respects with the provisions of the Securities Act and the Exchange Act with respectto the disposition of all Registrable Securities covered by a Registration Statement during theapplicable period in accordance (subject to the terms of this Agreement) with the intended methodsof disposition by the Holders thereof set forth in such Registration Statement as so amended or insuch Prospectus as so supplemented.          (c) If during the Effectiveness Period, the number of Registrable Securities at any timeexceeds 90% of the number of shares of Common Stock then registered in a Registration Statement,then the Company shall file as soon as reasonably practicable but in any case prior to theapplicable Filing Date, an additional Registration Statement covering the resale by the Holders ofnot less than 125% of the number of such Registrable Securities.          (d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant toclauses (ii) through (vi) hereof, be accompanied by an instruction to suspend the use
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of the Prospectus until the requisite changes have been made) as promptly as reasonablypossible (and, in the case of (i)(A) below, not less than five Trading Days prior to such filing)and (if requested by any such Person) confirm such notice in writing no later than one Trading Dayfollowing the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendmentto a Registration Statement is proposed to be filed; (B) when the Commission notifies the Companywhether there will be a “review” of such Registration Statement and whenever the Commissioncomments in writing on such Registration Statement (the Company shall provide true and completecopies thereof and all written responses thereto to each of the Holders); and (C) with respect to aRegistration Statement or any post-effective amendment, when the same has become effective; (ii) ofany request by the Commission or any other Federal or state governmental authority for amendmentsor supplements to a Registration Statement or Prospectus or for additional information; (iii) ofthe issuance by the Commission or any other federal or state governmental authority of any stoporder suspending the effectiveness of a Registration Statement covering any or all of theRegistrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receiptby the Company of any notification with respect to the suspension of the qualification or exemptionfrom qualification of any of the Registrable Securities for sale in any jurisdiction, or theinitiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event orpassage of time that makes the financial statements included in a Registration Statement ineligiblefor inclusion therein or any statement made in a Registration Statement or Prospectus or anydocument incorporated or deemed to be incorporated therein by reference untrue in any materialrespect or that requires any revisions to a Registration Statement, Prospectus or other documentsso that, in the case of a Registration Statement or the Prospectus, as the case may be, it will notcontain any untrue statement of a material fact or omit to state any material fact required to bestated therein or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading; and (vi) the occurrence or existence of any pending corporatedevelopment with respect to the Company that the Company believes may be material and that, in thedetermination of the Company, makes it not in the best interest of the Company to allow continuedavailability of the Registration Statement or Prospectus; provided that any and all of suchinformation shall remain confidential to each Holder until such information otherwise becomespublic, unless disclosure by a Holder is required by law; provided, further,notwithstanding each Holder’s agreement to keep such information confidential, the Holders make noacknowledgement that any such information is material, non-public information.          (e) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i)any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of thequalification (or exemption from qualification) of any of the Registrable Securities for sale inany jurisdiction, at the earliest practicable moment.          (f) Furnish to each Holder, without charge, at least one conformed copy of each suchRegistration Statement and each amendment thereto, including financial statements and schedules,all documents incorporated or deemed to be incorporated therein by reference to the extentrequested by such Person, and all exhibits to the extent requested by such Person (including thosepreviously furnished or incorporated by reference) promptly after the filing of such documents withthe Commission.          (g) Promptly deliver to each Holder, without charge, as many copies of the Prospectus orProspectuses (including each form of prospectus) and each amendment or supplement thereto as suchPersons may reasonably request in connection with resales by the Holder of Registrable Securities.Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectusand each amendment or supplement thereto by each of the
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selling Holders in connection with the offering and sale of the Registrable Securities coveredby such Prospectus and any amendment or supplement thereto, except after the giving on any noticepursuant to Section 3(d).          (h) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonableefforts to register or qualify or cooperate with the selling Holders in connection with theregistration or qualification (or exemption from the Registration or qualification) of suchRegistrable Securities for the resale by the Holder under the securities or Blue Sky laws of suchjurisdictions within the United States as any Holder reasonably requests in writing, to keep eachregistration or qualification (or exemption therefrom) effective during the Effectiveness Periodand to do any and all other acts or things reasonably necessary to enable the disposition in suchjurisdictions of the Registrable Securities covered by each Registration Statement; provided, thatthe Company shall not be required to qualify generally to do business in any jurisdiction where itis not then so qualified, subject the Company to any material tax in any such jurisdiction where itis not then so subject or file a general consent to service of process in any such jurisdiction.          (i) If requested by the Holders, cooperate with the Holders to facilitate the timelypreparation and delivery of certificates representing Registrable Securities to be delivered to atransferee pursuant to a Registration Statement, which certificates shall be free, to the extentpermitted by the Purchase Agreement, of all restrictive legends, and to enable such RegistrableSecurities to be in such denominations and registered in such names as any such Holders mayrequest.          (j) Upon the occurrence of any event contemplated by this Section 3, as promptly as reasonablypossible under the circumstances taking into account the Company’s good faith assessment of anyadverse consequences to the Company and its stockholders of the premature disclosure of such event,prepare a supplement or amendment, including a post-effective amendment, to a RegistrationStatement or a supplement to the related Prospectus or any document incorporated or deemed to beincorporated therein by reference, and file any other required document so that, as thereafterdelivered, neither a Registration Statement nor such Prospectus will contain an untrue statement ofa material fact or omit to state a material fact required to be stated therein or necessary to makethe statements therein, in light of the circumstances under which they were made, not misleading.If the Company notifies the Holders in accordance with clauses (ii) through (v) of Section 3(d)above to suspend the use of any Prospectus until the requisite changes to such Prospectus have beenmade, then the Holders shall suspend use of such Prospectus. The Company will use its best effortsto ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Companyshall be entitled to exercise its right under this Section 3(j) to suspend the availability of aRegistration Statement and Prospectus, subject to the payment of partial liquidated damagespursuant to Section 2(b), for a period not to exceed 60 days (which need not be consecutive days)in any 12 month period.          (k) Comply with all applicable rules and regulations of the Commission.          (l) The Company may require each selling Holder to furnish to the Company a certifiedstatement as to the number of shares of Common Stock beneficially owned by such Holder and, ifrequired by the Commission, the person thereof that has voting and dispositive control over theShares. During any periods that the Company is unable to meet its obligations hereunder withrespect to the registration of the Registrable Securities solely because any Holder fails tofurnish such information within three Trading Days of the Company’s request, any liquidated damagesthat are accruing at such time as to such Holder only shall be tolled and any
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Event that may otherwise occur solely because of such delay shall be suspended as to suchHolder only, until such information is delivered to the Company.     4. Registration Expenses. All fees and expenses incident to the performance of orcompliance with this Agreement by the Company shall be borne by the Company whether or not anyRegistrable Securities are sold pursuant to the Registration Statement. The fees and expensesreferred to in the foregoing sentence shall include, without limitation, (i) all registration andfiling fees (including, without limitation, fees and expenses (A) with respect to filings requiredto be made with the Trading Market on which the Common Stock is then listed for trading, if any and(B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by theCompany in writing (including, without limitation, fees and disbursements of counsel for theCompany in connection with Blue Sky qualifications or exemptions of the Registrable Securities anddetermination of the eligibility of the Registrable Securities for investment under the laws ofsuch jurisdictions as requested by the Holders), (ii) printing expenses (including, withoutlimitation, expenses of printing certificates for Registrable Securities and of printingprospectuses if the printing of prospectuses is reasonably requested by the holders of a majorityof the Registrable Securities included in a Registration Statement), (iii) messenger, telephone anddelivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Actliability insurance, if the Company so desires such insurance, and (vi) fees and expenses of allother Persons retained by the Company in connection with the consummation of the transactionscontemplated by this Agreement. In addition, the Company shall be responsible for all of itsinternal expenses incurred in connection with the consummation of the transactions contemplated bythis Agreement (including, without limitation, all salaries and expenses of its officers andemployees performing legal or accounting duties), the expense of any annual audit and the fees andexpenses incurred in connection with the listing of the Registrable Securities on any securitiesexchange as required hereunder. In no event shall the Company be responsible for any broker orsimilar commissions or, except to the extent provided for in the Transaction Documents, any legalfees or other costs of the Holders.     5. Indemnification          (a) Indemnification by the Company. The Company shall, notwithstanding any terminationof this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents,brokers (including brokers who offer and sell Registrable Securities as principal as a result of apledge or any failure to perform under a margin call of Common Stock), investment advisors andemployees of each of them, each Person who controls any such Holder (within the meaning of Section15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents andemployees of each such controlling Person, to the fullest extent permitted by applicable law, fromand against any and all losses, claims, damages, liabilities, costs (including, without limitation,reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising outof or relating to any untrue or alleged untrue statement of a material fact contained in aRegistration Statement, any Prospectus or any form of prospectus or in any amendment or supplementthereto or in any preliminary prospectus, or arising out of or relating to any omission or allegedomission of a material fact required to be stated therein or necessary to make the statementstherein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of thecircumstances under which they were made) not misleading, except to the extent, but only to theextent, that (i) such untrue statements or omissions are based solely upon information regardingsuch Holder furnished in writing to the Company by such Holder expressly for use therein, or to theextent that such information relates to such Holder or such Holder’s proposed method ofdistribution of Registrable Securities and was reviewed and expressly approved in writing by suchHolder expressly for use in a Registration Statement, such Prospectus or such
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form of Prospectus or in any amendment or supplement thereto (it being understood that the Holderhas approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event ofthe type specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defectiveProspectus after the Company has notified such Holder in writing that the Prospectus is outdated ordefective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). TheCompany shall notify the Holders promptly of the institution, threat or assertion of any Proceedingarising from or in connection with the transactions contemplated by this Agreement of which theCompany is aware.          (b) Indemnification by Holders. Each Holder shall, severally and not jointly,indemnify and hold harmless the Company, its directors, officers, agents and employees, each Personwho controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 ofthe Exchange Act), and the directors, officers, agents or employees of such controlling Persons, tothe fullest extent permitted by applicable law, from and against all Losses, as incurred, to theextent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectusdelivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of amaterial fact contained in any Registration Statement, any Prospectus, or any form of prospectus,or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of orrelating to any omission or alleged omission of a material fact required to be stated therein ornecessary to make the statements therein not misleading (i) to the extent, but only to the extent,that such untrue statement or omission is contained in any information so furnished in writing bysuch Holder to the Company specifically for inclusion in such Registration Statement or suchProspectus or (ii) to the extent that (1) such untrue statements or omissions are based solely uponinformation regarding such Holder furnished in writing to the Company by such Holder expressly foruse therein, or to the extent that such information relates to such Holder or such Holder’sproposed method of distribution of Registrable Securities and was reviewed and expressly approvedin writing by such Holder expressly for use in the Registration Statement (it being understood thatthe Holder has approved Annex A hereto for this purpose), such Prospectus or such form ofProspectus or in any amendment or supplement thereto or (2) in the case of an occurrence of anevent of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated ordefective Prospectus after the Company has notified such Holder in writing that the Prospectus isoutdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than thedollar amount of the net proceeds received by such Holder upon the sale of the RegistrableSecurities giving rise to such indemnification obligation.          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought orasserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), suchIndemnified Party shall promptly notify the Person from whom indemnity is sought (the“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assumethe defense thereof, including the employment of counsel reasonably satisfactory to the IndemnifiedParty and the payment of all fees and expenses incurred in connection with defense thereof;provided, that the failure of any Indemnified Party to give such notice shall not relieve theIndemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only)to the extent that it shall be finally determined by a court of competent jurisdiction (whichdetermination is not subject to appeal or further review) that such failure shall have prejudicedthe Indemnifying Party.          An Indemnified Party shall have the right to employ separate counsel in any such Proceedingand to participate in the defense thereof, but the fees and expenses of such counsel shall be atthe expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
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has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failedpromptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory tosuch Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,and such Indemnified Party shall reasonably believe that a material conflict of interest is likelyto exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party(in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it electsto employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shallnot have the right to assume the defense thereof and the reasonable fees and expenses of oneseparate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shallnot be liable for any settlement of any such Proceeding effected without its written consent, whichconsent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior writtenconsent of the Indemnified Party, effect any settlement of any pending Proceeding in respect ofwhich any Indemnified Party is a party, unless such settlement includes an unconditional release ofsuch Indemnified Party from all liability on claims that are the subject matter of such Proceeding.          Subject to the terms of this Agreement, all reasonable fees and expenses of the IndemnifiedParty (including reasonable fees and expenses to the extent incurred in connection withinvestigating or preparing to defend such Proceeding in a manner not inconsistent with thisSection) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of writtennotice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptlyreimburse the Indemnifying Party for that portion of such fees and expenses applicable to suchactions for which such Indemnified Party is not entitled to indemnification hereunder, determinedbased upon the relative faults of the parties.          (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) isunavailable to an Indemnified Party (by reason of public policy or otherwise), then eachIndemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amountpaid or payable by such Indemnified Party as a result of such Losses, in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party inconnection with the actions, statements or omissions that resulted in such Losses as well as anyother relevant equitable considerations. The relative fault of such Indemnifying Party andIndemnified Party shall be determined by reference to, among other things, whether any action inquestion, including any untrue or alleged untrue statement of a material fact or omission oralleged omission of a material fact, has been taken or made by, or relates to information suppliedby, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,access to information and opportunity to correct or prevent such action, statement or omission.The amount paid or payable by a party as a result of any Losses shall be deemed to include, subjectto the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable feesor expenses incurred by such party in connection with any Proceeding to the extent such party wouldhave been indemnified for such fees or expenses if the indemnification provided for in this Sectionwas available to such party in accordance with its terms.          The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 5(d) were determined by pro rata allocation or by any other method of allocation thatdoes not take into account the equitable considerations referred to in the immediately precedingparagraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required tocontribute, in the aggregate, any amount in excess of the amount by which the proceeds actuallyreceived by such Holder from the sale of the Registrable Securities subject to the Proceedingexceeds the amount of any damages that such Holder has otherwise been required
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to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, exceptin the case of fraud by such Holder.          The indemnity and contribution agreements contained in this Section are in addition to anyliability that the Indemnifying Parties may have to the Indemnified Parties.     6. Miscellaneous          (a) Remedies. In the event of a breach by the Company or by a Holder, of any of theirobligations under this Agreement, each Holder or the Company, as the case may be, in addition tobeing entitled to exercise all rights granted by law and under this Agreement, including recoveryof damages, will be entitled to specific performance of its rights under this Agreement. TheCompany and each Holder agree that monetary damages would not provide adequate compensation for anylosses incurred by reason of a breach by it of any of the provisions of this Agreement and herebyfurther agrees that, in the event of any action for specific performance in respect of such breach,it shall waive the defense that a remedy at law would be adequate.          (b) No Piggyback on Registrations. Except as set forth on Schedule 6(i), neither theCompany nor any of its security holders (other than the Holders in such capacity pursuant hereto)may include securities of the Company in the Registration Statement other than the RegistrableSecurities. Each Purchaser acknowledges and agrees that the Company may, in its sole discretion,file one registration statement to fulfill its obligations to the Purchaser hereunder. The Companyshall not file any other registration statements until the initial Registration Statement requiredhereunder is declared effective by the Commission, provided that this Section 6(b) shall notprohibit the Company from filing amendments to registration statements already filed or in theprocess of being filed as disclosed by the Company.          (c) Compliance. Each Holder covenants and agrees that it will comply with theprospectus delivery requirements of the Securities Act as applicable to it in connection with salesof Registrable Securities pursuant to the Registration Statement.          (d) Discontinued Disposition. Each Holder agrees by its acquisition of suchRegistrable Securities that, upon receipt of a notice from the Company of the occurrence of anyevent of the kind described in Section 3(d), such Holder will forthwith discontinue disposition ofsuch Registrable Securities under a Registration Statement until such Holder’s receipt of thecopies of the supplemented Prospectus and/or amended Registration Statement, or until it is advisedin writing (the “Advice”) by the Company that the use of the applicable Prospectus may beresumed, and, in either case, has received copies of any additional or supplemental filings thatare incorporated or deemed to be incorporated by reference in such Prospectus or RegistrationStatement. The Company will use its best efforts to ensure that the use of the Prospectus may beresumed as promptly as it practicable. The Company agrees and acknowledges that any periods duringwhich the Holder is required to discontinue the disposition of the Registrable Securities hereundershall be subject to the provisions of Section 2(b).          (e) Piggy-Back Registrations. If at any time during the Effectiveness Period there isnot an effective Registration Statement covering all of the Registrable Securities and the Companyshall determine to prepare and file with the Commission a registration statement relating to anoffering for its own account or the account of others under the Securities Act of any of its equitysecurities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) ortheir then equivalents relating to equity securities to be issued solely in
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connection with any acquisition of any entity or business or equity securities issuable inconnection with the stock option or other employee benefit plans, then the Company shall send toeach Holder a written notice of such determination and, if within fifteen days after the date ofsuch notice, any such Holder shall so request in writing, the Company shall include in suchregistration statement all or any part of such Registrable Securities such holder requests to beregistered; provided, that, the Company shall not be required to register any RegistrableSecurities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144(k)promulgated under the Securities Act or that are the subject of a then effective RegistrationStatement.          (f) Amendments and Waivers. The provisions of this Agreement, including the provisionsof this sentence, may not be amended, modified or supplemented, and waivers or consents todepartures from the provisions hereof may not be given, unless the same shall be in writing andsigned by the Company and each Holder of the then outstanding Registrable Securities.Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof withrespect to a matter that relates exclusively to the rights of Holders and that does not directly orindirectly affect the rights of other Holders may be given by Holders of all of the RegistrableSecurities to which such waiver or consent relates; provided, however, that theprovisions of this sentence may not be amended, modified, or supplemented except in accordance withthe provisions of the immediately preceding sentence.          (g) Notices. Any and all notices or other communications or deliveries required orpermitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.          (h) Successors and Assigns. This Agreement shall inure to the benefit of and bebinding upon the successors and permitted assigns of each of the parties and shall inure to thebenefit of each Holder. The Company may not assign its rights or obligations hereunder without theprior written consent of all of the Holders of the then-outstanding Registrable Securities. EachHolder may assign their respective rights hereunder in the manner and to the Persons as permittedunder the Purchase Agreement.          (i) No Inconsistent Agreements. Neither the Company nor any of its subsidiaries hasentered, as of the date hereof, nor shall the Company or any of its subsidiaries, on or after thedate of this Agreement, enter into any agreement with respect to its securities, that would havethe effect of impairing the rights granted to the Holders in this Agreement or otherwise conflictswith the provisions hereof. Except as set forth on Schedule 6(i), neither the Company norany of its subsidiaries has previously entered into any agreement granting any registration rightswith respect to any of its securities to any Person that have not been satisfied in full.          (j) Execution and Counterparts. This Agreement may be executed in any number ofcounterparts, each of which when so executed shall be deemed to be an original and, all of whichtaken together shall constitute one and the same Agreement. In the event that any signature isdelivered by facsimile transmission, such signature shall create a valid binding obligation of theparty executing (or on whose behalf such signature is executed) the same with the same force andeffect as if such facsimile signature were the original thereof.          (k) Governing Law. All questions concerning the construction, validity, enforcementand interpretation of this Agreement shall be determined with the provisions of the PurchaseAgreement.
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          (l) Cumulative Remedies. The remedies provided herein are cumulative and not exclusiveof any remedies provided by law.          (m) Severability. If any term, provision, covenant or restriction of this Agreement isheld by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, theremainder of the terms, provisions, covenants and restrictions set forth herein shall remain infull force and effect and shall in no way be affected, impaired or invalidated, and the partieshereto shall use their commercially reasonable efforts to find and employ an alternative means toachieve the same or substantially the same result as that contemplated by such term, provision,covenant or restriction. It is hereby stipulated and declared to be the intention of the partiesthat they would have executed the remaining terms, provisions, covenants and restrictions withoutincluding any of such that may be hereafter declared invalid, illegal, void or unenforceable.          (n) Headings. The headings in this Agreement are for convenience of reference only andshall not limit or otherwise affect the meaning hereof.          (o) Independent Nature of Holders’ Obligations and Rights. The obligations of eachHolder hereunder are several and not joint with the obligations of any other Holder hereunder, andno Holder shall be responsible in any way for the performance of the obligations of any otherHolder hereunder. Nothing contained herein or in any other agreement or document delivered at anyclosing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed toconstitute the Holders as a partnership, an association, a joint venture or any other kind ofentity, or create a presumption that the Holders are in any way acting in concert with respect tosuch obligations or the transactions contemplated by this Agreement. Each Holder shall be entitledto protect and enforce its rights, including without limitation the rights arising out of thisAgreement, and it shall not be necessary for any other Holder to be joined as an additional partyin any proceeding for such purpose.********************
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          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of thedate first written above.**LAS VEGAS GAMING, INC.**/s/ Russell R. Roth