**Exhibit 10.2****CONSULTING AGREEMENT**THIS CONSULTING AGREEMENT (“Agreement”) is made this 31st day of March 2005 by and between MichaelShillan/Shillan Co., LLC (“Consultant”) and Las Vegas Gaming, Inc. (“Company”). This Agreementsupersedes all previous arrangements between the parties.**RECITALS**A. The Company is engaged in the business of providing products and services for the gamingindustry.B. The Company desires to have certain consulting services provided to the Company.C. Consultant is willing to provide such services in consideration of the consulting fees inthis Agreement.**AGREEMENT**It is agreed to as follows:1. ***Engagement.***The Company hereby retains Consultant on a non-exclusive basis, and Consultanthereby accepts such position on a non-exclusive basis, upon the terms and conditionshereinafter set forth.2. ***Duties: Consultant Representation***. 2.1 ***General.***During the term of this Agreement, Consultant will provide theCompany with such consulting services as is reasonably requested by the Company inconnection with matters set forth herein. In performance of these duties, Consultantshall provide the Company with the benefits of Consultant’s best judgement and efforts.Consultant represents and covenants to the Company that Consultant has not enteredinto any other agreement that would prohibit it from providing consulting services tothe Company.  2.2 ***Specific Duties.***Without limiting the general provisions of section 2.1,Consultant agrees that it will provide the following specified consulting servicesduring the term of this Agreement as requested by the Company: (a) Assist the Company in raising money and trading its common stockon a nationally recognized exchange.  (b) Assist the Company in all merger and acquisition opportunities.  (c) Arrange for bridge financing as necessary.  (d) Use his contacts in the gaming industry to promote the Company’sproducts. 2.3 ***No Agency.***Consultant’s sole and only role is to provide the services setforth in this section 2. Consultant acknowledges that it is not an agent orrepresentative of the Company and has no authority to speak on its behalf.  2.4 ***No Conflicts.***During the term of this Agreement, Consultant shall not provideservices to, or engage in, directly or indirectly, any business competitive with thatof the Company
 

 
   without the prior written consent of Company which may be withheld by the Company inits reasonable discretion.3. ***Term.***The term of this Agreement shall be for six months, and shall commence on April 1,2006, and become legally binding upon the receipt of an executed copy of this engagementletter. In the event the Company chooses to terminate this Agreement for any reason theCompany shall be required to give Consultant 30-days written notice prior to such termination,and shall nonetheless be obligated to pay Consultant for any compensation under Section 4 thatis accrued and unpaid as of the effective date of termination. 4. ***Amount and Payment of Consultant’s Fee.***In consideration of Consultant’s services set forthin Section 2, the Company agrees to pay Consultant the following compensation, provided heaided significantly in the process: (a) ***Consulting Fee:*** (1) In the event of an IPO, PIPE, secondary offering or similar cashraising event (“Financing”), Consultant will receive a cash fee equal to 10% ofthe gross amount raised in the transaction, reduced by any other underwritingfees and non-accountable expenses paid to broker-dealers and/or underwriters inorder to raise the money. In addition, a contingent success fee at each closingof the sale of any securities by the Company in connection with the Offering ofsuch number of cashless (exercisable for five (5) years)warrants to purchase shares of Company common stock with an aggregate amount equal to 6% of grossproceeds received by Client from the sale of its securities to investors orthrough NASD member broker-dealers directly or indirectly resulting from theintroductions made by Finder, at the implied value of a share of common stock inthe Financing and, at an exercise price per share of common stock equal to 110%of the implied value of a share of common stock in the Financing.  (2) In the event of a merger or acquisition of the entire Company,Consultant will receive consideration equal to 2% of the value of thetransaction, payable to consultant in the same manner of payment (cash, equitysecurities, etc.) as received by the Company. For example if the Company issold to a third party for $5 million in cash and securities, Consultant wouldreceive $100,000 in cash and securities in the same proportion as the $5 millionwas paid.  (3) In the event bridge financing is taken down by the Company,Consultant will receive 6% of the value of the bridge. This fee may be paid incash or securities or some combination of both as mutually agreed by theparties. As it pertains to the $2 million financing contemplated between theCompany and Centre Court Asset Management, the Company and Consultant haveagreed to the following compensation: $70,000 in cash and 50,000 shares of theCompany’s common stock. (b) ***Expense Reimbursements.***Consultant shall be reimbursed for reasonable andactual out-of-pocket expenses incurred by Consultant in performance of Consultant’sduties and responsibilities hereunder; provided, however, Consultant shall not incur,and the Company shall not be obligated to reimburse Consultant for, expenses that areincurred
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   without the prior written authorization of the Company. Consultant shall furnishproper vouchers and expense reports and shall be reimbursed only for those expenses,which shall be reimbursable.5. ***Independent Contractor.***In its performance hereunder, Consultant and its agents shall be anindependent contractor. Consultant shall complete the services required hereunder according toits own means and methods of work, which shall be in the exclusive charge and control ofConsultant and which shall not be subject to the control or supervision of the Company, exceptas to the results of the work. Payments to Consultant hereunder shall not be subject towithholding taxes or other employment taxes as required with respect to compensation paid toan employee. 6. ***Notices.***All notices or other communications in connection with this Agreement shall be inwriting and shall be deemed properly delivered when (I) delivered personally, or (ii) mailedby Federal Express or other recognized next business day courier, to the parties at thefollowing addresses or to such other person and/or address designated in writing by one partyto the other:       Company: LAS VEGAS GAMING, INC.    4000 Wes Ali Baba Lane, Suite D    Las Vegas, NV 89118    Mr. Russ Roth       Consultant: Michael Shillan/Shillan Co., LLC    2336 Villandry Court    Henderson, NV 89074Any such notice shall be effective upon receipt or upon last attempted delivery, if the same isreturned as being undeliverable.7. ***Entire Agreement and Waiver.***This Agreement contains the entire agreement between the partieshereto with respect to the consulting services to be rendered to the Company by Consultant,and supersedes all prior and contemporaneous agreements, arrangements, negotiations andunderstandings between the parties relating to the subject matter hereof. No waiver of anyterm, provision, or condition of this Agreement, whether by conduct or otherwise, in any oneor more instances, shall be deemed to be, or shall constitute, a waiver of any other provisionhereof, whether or not similar, nor shall such waiver constitute a continuing waiver, and nowaiver shall be binding unless executed in writing by the party making the waiver.8. ***Enforcement; Severability.***If in any proceeding, a court shall refuse to enforce anyprovision of this Agreement, whether because the restrictions contained herein are moreextensive than is necessary to protect the business of the Company or for any other reason, itis expressly understood and agreed between the parties hereto that this Agreement is deemedmodified to the extent necessary to permit this Agreement to be enforced in any suchproceedings. The validity and enforceability of the remaining provisions or portions of thisAgreement shall not be affected thereby and shall remain valid and enforceable to the fullestextent permitted under applicable laws.
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9. ***Arbitration and Fees.***Any controversy or claim arising out of or relating to this Agreement,or breach thereof, may be resolved by mutual agreement; or if not, shall be settled inaccordance with the arbitration rules of the American Arbitration Association in SanFrancisco, California. Any decision issued therefrom shall be binding upon the parties andshall be enforceable as a judgement in any court of competent jurisdiction. The prevailingparty in such arbitration or other proceeding shall be entitled, in addition to such otherrelief as may be granted, to a reasonable sum as and for attorneys’ fees in such arbitrationor other proceeding which may be determined by the arbitrator or other officer in suchproceeding. If collection is required for any payment not made when due, the creditor shallcollect statutory interest and the cost of collection, including attorneys’ fees whether ornot court action is required for enforcement.10. ***Compliance Committee.***Consultant acknowledges that Company holds privileged gaming licenses.As a result, this Agreement is subject to the approval of Company’s compliance committeeprior to and during the term of this Agreement. In the event that the Company’s compliancecommittee determines, in its absolute discretion, that a continued association with theConsultant or its agents could be detrimental to a gaming license the Company holds, thecommittee may terminate this Agreement immediately upon notice to the other party, without anyliability whatsoever, except as to amounts previously accrued and owing.11. ***Amendments.***No supplement, modification or amendment of any term, provision or condition ofthis Agreement shall be binding or enforceable unless executed in writing by the partieshereto.12. ***Applicable Law.***This Agreement shall be governed by and construed and enforced in accordancewith and subject to the laws of the State of Nevada.   IN WITNESS WHEREOF, the parties have executed the Agreement, the date first above written.     “**Company”**