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Exhibit 3.5
 AMENDED
BYLAWS
OF
LAS VEGAS GAMING, INC.
a Nevada corporation
 ARTICLE I
OFFICES
 Section 1. Registered Office
 Section 2. Other Offices
 ARTICLE II
CORPORATE SEAL
 Section 3. Corporate Seal
 ARTICLE III
STOCKHOLDERS MEETINGS
 Section 4. Place of Meetings
 Section 5. Annual Meeting




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Section 6. Special Meetings
   Section 7. Notice of Meetings
 Section 8. Quorum
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Section 9. Adjournment and Notice of Adjourned Meetings
 Section 10. Voting Rights
 Section 11. Joint Owners of Stock
 Section 12. List of Stockholders
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Section 13. Action Without Meeting
 Section 14. Organization
   ARTICLE IV
DIRECTORS
 Section 15. Number and Qualification provided
 Section 16. Powers
 Section 17. Election and Term of Office of Directors
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Section 18. Vacancies
 Section 19. Resignation
 Section 20. Removal
   Section 21. Meetings
 Annual Meetings
 Regular Meetings
 Special Meetings
 Telephone Meetings
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Notice of Meetings
 Waiver of Notice
 Section 22. Quorum and Voting
   Section 23. Action Without Meeting
 Section 24. Fees and Compensation
 Section 25. Committees
 Executive Committee
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Other Committees
 Term
 Meetings
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Section 26. Organization
 ARTICLE V
OFFICERS
 Section 27. Officers Designated
 Section 28. Tenure and Duties of Officers
 General
 Duties of President
 Duties of Secretary
 Duties of Treasure
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Section 29. Delegation of Authority
 Section 30. Resignations
 Section 31. Removal
 ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
 Section 32. Execution of Corporate Instrument
    Section 33. Voting of Securities Owned by the Corporation
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ARTICLE VII
SHARES OF STOCK
 Section 34. Form and Execution of Certificates
 Section 35. Lost Certificates
 Section 36. Transfers
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Section 37. Fixing Record Dates
   Section 38. Registered Stockholders
 ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION
 Section 39. Execution of Other Securities
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ARTICLE IX
DIVIDENDS
 Section 40. Declaration of Dividends
 Section 41. Dividend Reserve
 ARTICLE X
FISCAL YEAR
 Section 42. Fiscal Year
 ARTICLE XI
IMMUNITY AND INDEMNIFICATION
 Section 43. Immunity of Directors and Indemnification of Directors and Officers
 Director Immunity
 
    
    a willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director has a material conflict of interest;
    
    a violation of criminal law unless the director had reasonable cause to believe
that his or her conduct was lawful or no reasonable cause to believe that his or her
conduct was unlawful;
    
    a transaction from which the director derived an improper personal profit; and
    
    willful misconduct.
 Directors and Officers
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Expense
  ARTICLE XII
NOTICES
 Section 44. Notices
 Notice to Stockholders
 Notice to Directors
 Affidavit of Mailing
 Time Notices Deemed Given
 Methods of Notice
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Failure to Receive Notice
 Notice to Person with Whom Communication Is Unlawful
 Notice to Person with Undeliverable Address
 ARTICLE XIII
AMENDMENTS
 Section 45. Amendments
  ARTICLE XIV
LOANS TO OFFICERS
 Section 46. Loans to Officers
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Declared
and certified as the Bylaws of LAS VEGAS GAMING, INC. as of the
23 rd day
of July, 2001.
 Signature of Officer:
    
    /s/ Russell R. RothName of Officer:
    
    Russell R. RothPosition of Officer:
    
    President/CEO
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