**Exhibit 10.7****EXHIBIT C**NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEENREGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE INRELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCEWITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFERORTO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THISSECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTIONWITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.**COMMON STOCK PURCHASE WARRANT**To Purchase **2,500,000**Shares of Common Stock of**Las Vegas Gaming, Inc.**          THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,**CAMOFI Master LDC**(the “Holder”), is entitled, upon the terms and subject to thelimitations on exercise and the conditions hereinafter set forth, at any time on or after the datehereof (the “Initial Exercise Date”) and on or prior to the close of business on the fiveyear anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter,to subscribe for and purchase from Las Vegas Gaming, Inc., a Nevada corporation (the“Company”), **2,500,000**shares (the “Warrant Shares”) of Common Stock, $0.001 parvalue, of the Company (the “Common Stock”). The purchase price of one share of CommonStock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).   Section 1. Definitions. Capitalized terms used and not otherwise definedherein shall have the meanings set forth in that certainSecurities Purchase Agreement (the “Purchase Agreement”), datedMarch 31, 2006, among the Company and the purchaser signatorythereto.   Section 2. Exercise. a) Exercise of Warrant. Exercise of the purchase rightsrepresented by this Warrant may be made at any time or times on or after theInitial Exercise Date and on or before the Termination Date by delivery to theCompany of a duly executed facsimile copy of the Notice of Exercise Formannexed hereto (or such other office or agency of the Company as it maydesignate by notice in writing to the registered Holder at the address of suchHolder appearing on the books of the Company); provided,however, within 5 Trading Days of the date said Notice of Exercise isdelivered to the Company, the Holder shall have surrendered this Warrant to theCompany and the Company shall have received payment of the
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   aggregate Exercise Price of the shares thereby purchased by wire transfer orcashier’s check drawn on a United States bank.  b) Exercise Price. The exercise price of the Common Stockunder this Warrant shall be $1.48 (the “Exercise Price”).  c) Cashless Exercise. This Warrant may also be exercisedby means of a “cashless exercise” in which the Holder shall be entitled toreceive a certificate for the number of Warrant Shares equal to the quotientobtained by dividing [(A-B) (X)] by (A), where:  (A) = the VWAP on the Trading Day immediately preceding the date ofsuch election;  (B) = the Exercise Price of this Warrant, as adjusted; and  (X) = the number of Warrant Shares issuable upon exercise of thisWarrant in accordance with the terms of this Warrant by means of a cashexercise rather than a cashless exercise. d) Exercise Limitations; Holder’s Restrictions.The Holder shall not have the right to exercise any portion of this Warrant,pursuant to Section 2(c) or otherwise, to the extent that after giving effectto such issuance after exercise, the Holder (together with the Holder’saffiliates), as set forth on the applicable Notice of Exercise, wouldbeneficially own in excess of 4.99% of the number of shares of the Common Stockoutstanding immediately after giving effect to such issuance. For purposes ofthe foregoing sentence, the number of shares of Common Stock beneficially ownedby the Holder and its affiliates shall include the number of shares of CommonStock issuable upon exercise of this Warrant with respect to which thedetermination of such sentence is being made, but shall exclude the number ofshares of Common Stock which would be issuable upon (A) exercise of theremaining, nonexercised portion of this Warrant beneficially owned by theHolder or any of its affiliates and (B) exercise or conversion of theunexercised or nonconverted portion of any other securities of the Company(including, without limitation, any other Notes or Warrants) subject to alimitation on conversion or exercise analogous to the limitation containedherein beneficially owned by the Holder or any of its affiliates. Except asset forth in the preceding sentence, for purposes of this Section 2(d),beneficial ownership shall be calculated in accordance with Section 13(d) ofthe Exchange Act, it being acknowledged by Holder that the Company is notrepresenting to Holder that such calculation is in compliance with Section13(d) of the Exchange Act and Holder is solely responsible for any schedulesrequired to be filed in accordance therewith. To the extent that thelimitation contained in this Section 2(d) applies, the determination of whetherthis Warrant is exercisable (in relation to other securities owned by theHolder) and of which a portion of this Warrant is exercisable shall be in thesole discretion of such Holder, and the submission of a Notice of Exerciseshall be deemed to be such Holder’s determination of whether this Warrant isexercisable (in relation to other securities owned by such Holder) and of whichportion of this Warrant is exercisable, in each case subject to such aggregatepercentage limitation, and the Company shall have no obligation to verify orconfirm the accuracy of such determination. For purposes of this Section 2(d),in determining the number of outstanding shares of Common Stock,
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   the Holder may rely on the number of outstanding shares of Common Stock asreflected in (x) the Company’s most recent Form 10-QSB or Form 10-KSB, asthe case may be, (y) a more recent public announcement by the Company or (z)any other notice by the Company or the Company’s Transfer Agent settingforth the number of shares of Common Stock outstanding. Upon the written ororal request of the Holder, the Company shall within two Trading Daysconfirm orally and in writing to the Holder the number of shares of CommonStock then outstanding. In any case, the number of outstanding shares ofCommon Stock shall be determined after giving effect to the conversion orexercise of securities of the Company, including this Warrant, by the Holderor its affiliates since the date as of which such number of outstanding            shares of Common Stock was reported. The provisions of this Section 2(d)may be waived by the Holder upon, at the election of the Holder, not lessthan 61 days’ prior notice to the Company, and the provisions of thisSection 2(d) shall continue to apply until such 61st day (or suchlater date, as determined by the Holder, as may be specified in such noticeof waiver).  e) Mechanics of Exercise. i) Authorization of Warrant Shares. TheCompany covenants that all Warrant Shares which may be issued upon theexercise of the purchase rights represented by this Warrant will, uponexercise of the purchase rights represented by this Warrant, be dulyauthorized, validly issued, fully paid and nonassessable and free fromall taxes, liens and charges in respect of the issue thereof (otherthan taxes in respect of any transfer occurring contemporaneously withsuch issue). The Company covenants that during the period the Warrantis outstanding, it will reserve from its authorized and unissued CommonStock a sufficient number of shares to provide for the issuance of theWarrant Shares upon the exercise of any purchase rights under thisWarrant. The Company further covenants that its issuance of thisWarrant shall constitute full authority to its officers who are chargedwith the duty of executing stock certificates to execute and issue thenecessary certificates for the Warrant Shares upon the exercise of thepurchase rights under this Warrant. The Company will take all suchreasonable action as may be necessary to assure that such WarrantShares may be issued as provided herein without violation of anyapplicable law or regulation, or of any requirements of the TradingMarket upon which the Common Stock may be listed.  ii) Delivery of Certificates Upon Exercise.Certificates for shares purchased hereunder shall be transmitted bythe transfer agent of the Company to the Holder by crediting theaccount of the Holder’s prime broker with the Depository Trust Companythrough its Deposit Withdrawal Agent Commission (“DWAC”) systemif the Company is a participant in such system, and otherwise byphysical delivery to the address specified by the Holder in the Noticeof Exercise within 3 Trading Days from the delivery to the Company ofthe Notice of Exercise Form, surrender of this Warrant and payment ofthe aggregate Exercise Price as set forth above (“Warrant ShareDelivery Date”). This Warrant shall be deemed to have beenexercised on the date the Exercise Price is received by the Company.The Warrant Shares shall be deemed to have been issued, and
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   Holder or any other person so designated to be named therein shall bedeemed to have become a holder of record of such shares for allpurposes, as of the date the Warrant has been exercised by payment tothe Company of the Exercise Price and all taxes required to be paidby the Holder, if any, pursuant to Section 2(e)(vii) prior to theissuance of such shares, have been paid.  iii) Delivery of New Warrants Upon Exercise.If this Warrant shall have been exercised in part, the Company shall,at the time of delivery of the certificate or certificates representingWarrant Shares, deliver to Holder a new Warrant evidencing the rightsof Holder to purchase the unpurchased Warrant Shares called for by thisWarrant, which new Warrant shall in all other respects be identicalwith this Warrant.  iv) Rescission Rights. If the Companyfails to cause its transfer agent to transmit to the Holder acertificate or certificates representing the Warrant Shares pursuant tothis Section 2(e)(iv) by the Warrant Share Delivery Date, then theHolder will have the right to rescind such exercise.  v) Compensation for Buy-In on Failure toTimely Deliver Certificates Upon Exercise. In addition to anyother rights available to the Holder, if the Company fails to cause itstransfer agent to transmit to the Holder a certificate or certificatesrepresenting the Warrant Shares pursuant to an exercise on or beforethe Warrant Share Delivery Date, and if after such date the Holder isrequired by its broker to purchase (in an open market transaction orotherwise) shares of Common Stock to deliver in satisfaction of a saleby the Holder of the Warrant Shares which the Holder anticipatedreceiving upon such exercise (a “Buy-In”), then the Companyshall (1) pay in cash to the Holder the amount by which (x) theHolder’s total purchase price (including brokerage commissions, if any)for the shares of Common Stock so purchased exceeds (y) the amountobtained by multiplying (A) the number of Warrant Shares that theCompany was required to deliver to the Holder in connection with theexercise at issue times (B) the price at which the sell order givingrise to such purchase obligation was executed, and (2) at the option ofthe Holder, either reinstate the portion of the Warrant and equivalentnumber of Warrant Shares for which such exercise was not honored ordeliver to the Holder the number of shares of Common Stock that wouldhave been issued had the Company timely complied with its exercise anddelivery obligations hereunder. For example, if the Holder purchasesCommon Stock having a total purchase price of $11,000 to cover a Buy-Inwith respect to an attempted exercise of shares of Common Stock with anaggregate sale price giving rise to such purchase obligation of$10,000, under clause (1) of the immediately preceding sentence theCompany shall be required to pay the Holder $1,000. The Holder shallprovide the Company written notice indicating the amounts payable tothe Holder in respect of the Buy-In, together with applicableconfirmations and other evidence reasonably requested by the Company.Nothing herein shall limit a Holder’s right to pursue any otherremedies available to it hereunder, at law or in equity including,without limitation, a decree of
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   specific performance and/or injunctive relief with respect to theCompany’s failure to timely deliver certificates representing sharesof Common Stock upon exercise of the Warrant as required pursuant tothe terms hereof.  vi) No Fractional Shares or Scrip. Nofractional shares or scrip representing fractional shares shall beissued upon the exercise of this Warrant. As to any fraction of ashare which Holder would otherwise be entitled to purchase upon suchexercise, the Company shall pay a cash adjustment in respect of suchfinal fraction in an amount equal to such fraction multiplied by theExercise Price.  vii) Charges, Taxes and Expenses. Issuanceof certificates for Warrant Shares shall be made without charge to theHolder for any issue or transfer tax or other incidental expense inrespect of the issuance of such certificate, all of which taxes andexpenses shall be paid by the Company, and such certificates shall beissued in the name of the Holder or in such name or names as may bedirected by the Holder; provided, however, that in theevent certificates for Warrant Shares are to be issued in a name otherthan the name of the Holder, this Warrant when surrendered for exerciseshall be accompanied by the Assignment Form attached hereto dulyexecuted by the Holder; and the Company may require, as a conditionthereto, the payment of a sum sufficient to reimburse it for anytransfer tax incidental thereto.  viii) Closing of Books. The Company willnot close its stockholder books or records in any manner which preventsthe timely exercise of this Warrant, pursuant to the terms hereof.   Section 3. CertainAdjustments. a) Stock Dividends and Splits. If the Company, at any timewhile this Warrant is outstanding: (A) pays a stock dividend or otherwise makea distribution or distributions on shares of its Common Stock or any otherequity or equity equivalent securities payable in shares of Common Stock(which, for avoidance of doubt, shall not include any shares of Common Stockissued by the Company pursuant to this Warrant), (B) subdivides outstanding            shares of Common Stock into a larger number of shares, (C) combines (includingby way of reverse stock split) outstanding shares of Common Stock into asmaller number of shares, or (D) issues by reclassification of shares of theCommon Stock any shares of capital stock of the Company, then in each case theExercise Price shall be multiplied by a fraction of which the numerator shallbe the number of shares of Common Stock (excluding treasury shares, if any)outstanding before such event and of which the denominator shall be the numberof shares of Common Stock outstanding after such event and the number of sharesissuable upon exercise of this Warrant shall be proportionately adjusted. Anyadjustment made pursuant to this Section 3(a) shall become effectiveimmediately after the record date for the determination of stockholdersentitled to receive such dividend or distribution and shall become effectiveimmediately after the effective date in the case of a subdivision, combinationor re-classification.
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 b) Subsequent Equity Sales. If the Company or anySubsidiary thereof, as applicable, at any time while this Warrant isoutstanding, shall offer, sell, grant any option to purchase or offer, sell orgrant any right to reprice its securities, or otherwise dispose of or issue (orannounce any offer, sale, grant or any option to purchase or other disposition)any Common Stock or Common Stock Equivalents entitling any Person to acquire            shares of Common Stock, at an effective price per share less than the thenExercise Price (such lower price, the “Base Share Price” and suchissuances collectively, a “Dilutive Issuance”), as adjusted hereunder(if the holder of the Common Stock or Common Stock Equivalents so issued shallat any time, whether by operation of purchase price adjustments, resetprovisions, floating conversion, exercise or exchange prices or otherwise, ordue to warrants, options or rights per share which is issued in connection withsuch issuance, be entitled to receive shares of Common Stock at an effectiveprice per share which is less than the Exercise Price, such issuance shall bedeemed to have occurred for less than the Exercise Price), then, the ExercisePrice shall be reduced to equal the Base Share Price and the number of WarrantShares issuable hereunder shall be increased such that the aggregate ExercisePrice payable hereunder, after taking into account the decrease in the ExercisePrice, shall be equal to the aggregate Exercise Price prior to such adjustment.Not withstanding the foregoing, in the event that the Company consummates aQualified Financing, the Exercise Price shall be adjusted to be 110% of theConversion Price as adjusted for the Qualified Financing. Such adjustmentshall be made whenever such Common Stock or Common Stock Equivalents areissued. Such adjustment shall be made whenever such Common Stock or CommonStock Equivalents are issued. The Company shall notify the Holder in writing,no later than the Trading Day following the issuance of any Common Stock orCommon Stock Equivalents subject to this section, indicating therein theapplicable issuance price, or of applicable reset price, exchange price,conversion price and other pricing terms (such notice the “DilutiveIssuance Notice”). For purposes of clarification, whether or not theCompany provides a Dilutive Issuance Notice pursuant to this Section 3(b), uponthe occurrence of any Dilutive Issuance, after the date of such DilutiveIssuance the Holder is entitled to receive a number of Warrant Shares basedupon the Base Share Price regardless of whether the Holder accurately refers tothe Base Share Price in the Notice of Exercise.  c) Pro Rata Distributions. If the Company, at any timeprior to the Termination Date, shall distribute to all holders of Common Stock(and not to Holders of the Warrants) evidences of its indebtedness or assets orrights or warrants to subscribe for or purchase any security other than theCommon Stock (which shall be subject to Section 3(b)), then in each such casethe Exercise Price shall be adjusted by multiplying the Exercise Price ineffect immediately prior to the record date fixed for determination ofstockholders entitled to receive such distribution by a fraction of which thedenominator shall be the VWAP determined as of the record date mentioned above,and of which the numerator shall be such VWAP on such record date less the thenper share fair market value at such record date of the portion of such assetsor evidence of indebtedness so distributed applicable to one outstanding shareof the Common Stock as determined by the Board of Directors in good faith. Ineither case the adjustments shall be described in a statement provided to theHolders of the portion of assets or evidences of indebtedness so distributed orsuch subscription rights applicable to one share of Common Stock. Suchadjustment shall be made
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   whenever any such distribution is made and shall become effectiveimmediately after the record date mentioned above.  d) Calculations. All calculations under this Section 3shall be made to the nearest cent or the nearest 1/100th of a share, as thecase may be. The number of shares of Common Stock outstanding at any given timeshall not includes shares of Common Stock owned or held by or for the accountof the Company, and the description of any such shares of Common Stock shall beconsidered on issue or sale of Common Stock. For purposes of this Section 3,the number of shares of Common Stock deemed to be issued and outstanding as ofa given date shall be the sum of the number of shares of Common Stock(excluding treasury shares, if any) issued and outstanding.  e) Notice to Holders.          i. Adjustment to Exercise Price. Whenever the Exercise Price isadjusted pursuant to this Section 3, the Company shall promptly mail to eachHolder a notice setting forth the Exercise Price after such adjustment andsetting forth a brief statement of the facts requiring such adjustment. Ifthe Company issues a variable rate security, despite the prohibition thereonin the Purchase Agreement, the Company shall be deemed to have issued CommonStock or Common Stock Equivalents at the lowest possible conversion orexercise price at which such securities may be converted or exercised in thecase of a Variable Rate Transaction (as defined in the Purchase Agreement),or the lowest possible adjustment price in the case of an MFN Transaction(as defined in the Purchase Agreement.          ii. Notice to Allow Exercise by Holder. If (A) the Companyshall declare a dividend (or any other distribution) on the Common Stock;(B) the Company shall declare a special nonrecurring cash dividend on or aredemption of the Common Stock; (C) the Company shall authorize the grantingto all holders of the Common Stock rights or warrants to subscribe for orpurchase any shares of capital stock of any class or of any rights; (D) theapproval of any stockholders of the Company shall be required in connectionwith any reclassification of the Common Stock, any consolidation or mergerto which the Company is a party, any sale or transfer of all orsubstantially all of the assets of the Company, of any compulsory shareexchange whereby the Common Stock is converted into other securities, cashor property; (E) the Company shall authorize the voluntary or involuntarydissolution, liquidation or winding up of the affairs of the Company; then,in each case, the Company shall cause to be mailed to the Holder at its lastaddresses as it shall appear upon the Warrant Register of the Company, atleast 20 calendar days prior to the applicable record or effective datehereinafter specified, a notice stating (x) the date on which a record is tobe taken for the purpose of such dividend, distribution, redemption, rightsor warrants, or if a record is not to be taken, the date as of which theholders of the Common Stock of record to be entitled to such dividend,distributions, redemption, rights or warrants are to be determined or (y)the date on which such reclassification, consolidation, merger, sale,transfer or share exchange is expected to become effective or close, and thedate as of which it is expected that holders of the Common Stock of recordshall be entitled to exchange their shares of the Common Stock forsecurities, cash or other property deliverable upon such
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reclassification, consolidation, merger, sale, transfer or shareexchange; provided, that the failure to mail such notice or anydefect therein or in the mailing thereof shall not affect the validity ofthe corporate action required to be specified in such notice. The Holder isentitled to exercise this Warrant during the 20-day period commencing thedate of such notice to the effective date of the event triggering suchnotice. f) Fundamental Transaction. If, at any time while thisWarrant is outstanding, (A) the Company effects any merger or consolidation ofthe Company with or into another Person, (B) the Company effects any sale ofall or substantially all of its assets in one or a series of relatedtransactions, (C) any tender offer or exchange offer (whether by the Company oranother Person) is completed pursuant to which holders of Common Stock arepermitted to tender or exchange their shares for other securities, cash orproperty, or (D) the Company effects any reclassification of the Common Stockor any compulsory share exchange pursuant to which the Common Stock iseffectively converted into or exchanged for other securities, cash or property(in any such case, a “Fundamental Transaction”), then, upon anysubsequent conversion of this Warrant, the Holder shall have the right toreceive, for each Warrant Share that would have been issuable upon suchexercise absent such Fundamental Transaction, at the option of the Holder, (a)upon exercise of this Warrant, the number of shares of Common Stock of thesuccessor or acquiring corporation or of the Company, if it is the survivingcorporation, and Alternate Consideration receivable upon or as a result of suchreorganization, reclassification, merger, consolidation or disposition ofassets by a Holder of the number of shares of Common Stock for which thisWarrant is exercisable immediately prior to such event or (b) cash equal to thevalue of this Warrant as determined in accordance with the Black-Scholes optionpricing formula (the “Alternate Consideration”). For purposes of anysuch exercise, the determination of the Exercise Price shall be appropriatelyadjusted to apply to such Alternate Consideration based on the amount ofAlternate Consideration issuable in respect of one share of Common Stock insuch Fundamental Transaction, and the Company shall apportion the ExercisePrice among the Alternate Consideration in a reasonable manner reflecting therelative value of any different components of the Alternate Consideration. Ifholders of Common Stock are given any choice as to the securities, cash orproperty to be received in a Fundamental Transaction, then the Holder shall begiven the same choice as to the Alternate Consideration it receives upon anyexercise of this Warrant following such Fundamental Transaction. To the extentnecessary to effectuate the foregoing provisions, any successor to the Companyor surviving entity in such Fundamental Transaction shall issue to the Holder anew warrant consistent with the foregoing provisions and evidencing theHolder’s right to exercise such warrant into Alternate Consideration. The termsof any agreement pursuant to which a Fundamental Transaction is effected shallinclude terms requiring any such successor or surviving entity to comply withthe provisions of this paragraph (f) and insuring that this Warrant (or anysuch replacement security) will be similarly adjusted upon any subsequenttransaction analogous to a Fundamental Transaction.  g) Exempt Issuance. Notwithstanding the foregoing, noadjustments, Alternate Consideration nor notices shall be made, paid or issuedunder this Section 3 in respect of an Exempt Issuance.
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   h) Voluntary Adjustment By Company. The Company may at anytime during the term of this Warrant reduce the then current Exercise Price toany amount and for any period of time deemed appropriate by the Board ofDirectors of the Company.   Section 4. Transfer of Warrant.   a) Transferability. Subject to compliance with anyapplicable securities laws and the conditions set forth in Sections 5(a) and4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement,this Warrant and all rights hereunder are transferable, in whole or in part,upon surrender of this Warrant at the principal office of the Company, togetherwith a written assignment of this Warrant substantially in the form attachedhereto duly executed by the Holder or its agent or attorney and fundssufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall executeand deliver a new Warrant or Warrants in the name of the assignee or assigneesand in the denomination or denominations specified in such instrument ofassignment, and shall issue to the assignor a new Warrant evidencing theportion of this Warrant not so assigned, and this Warrant shall promptly becancelled. A Warrant, if properly assigned, may be exercised by a new holderfor the purchase of Warrant Shares without having a new Warrant issued.   b) New Warrants. This Warrant may be divided or combinedwith other Warrants upon presentation hereof at the aforesaid office of theCompany, together with a written notice specifying the names and denominationsin which new Warrants are to be issued, signed by the Holder or its agent orattorney. Subject to compliance with Section 4(a), as to any transfer whichmay be involved in such division or combination, the Company shall execute anddeliver a new Warrant or Warrants in exchange for the Warrant or Warrants to bedivided or combined in accordance with such notice.   c) Warrant Register. The Company shall register thisWarrant, upon records to be maintained by the Company for that purpose (the“Warrant Register”), in the name of the record Holder hereof from timeto time. The Company may deem and treat the registered Holder of this Warrantas the absolute owner hereof for the purpose of any exercise hereof or anydistribution to the Holder, and for all other purposes, absent actual notice tothe contrary.   d) Transfer Restrictions. If, at the time of the surrenderof this Warrant in connection with any transfer of this Warrant, the transferof this Warrant shall not be registered pursuant to an effective registrationstatement under the Securities Act and under applicable state securities orblue sky laws, the Company may require, as a condition of allowing suchtransfer (i) that the Holder or transferee of this Warrant, as the case may be,furnish to the Company a written opinion of counsel (which opinion shall be inform, substance and scope customary for opinions of counsel in comparabletransactions) to the effect that such transfer may be made without registrationunder the Securities Act and under applicable state securities or blue skylaws, (ii) that the holder or transferee execute and deliver to the Company aninvestment letter in form and substance acceptable to the Company and (iii)that the transferee be an “accredited investor” as defined in
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     Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under theSecurities Act or a qualified institutional buyer as defined in Rule 144A(a)under the Securities Act.   Section 5. Miscellaneous.   a) Title to Warrant. Prior to the Termination Date andsubject to compliance with applicable laws and Section 4 of this Warrant, thisWarrant and all rights hereunder are transferable, in whole or in part, at theoffice or agency of the Company by the Holder in person or by duly authorizedattorney, upon surrender of this Warrant together with the Assignment Formannexed hereto properly endorsed. The transferee shall sign an investmentletter in form and substance reasonably satisfactory to the Company.   b) No Rights as Shareholder Until Exercise. This Warrantdoes not entitle the Holder to any voting rights or other rights as ashareholder of the Company prior to the exercise hereof. Upon the surrender ofthis Warrant and the payment of the aggregate Exercise Price (or by means of acashless exercise), the Warrant Shares so purchased shall be and be deemed tobe issued to such Holder as the record owner of such shares as of the close ofbusiness on the later of the date of such surrender or payment.   c) Loss, Theft, Destruction or Mutilation of Warrant. TheCompany covenants that upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilation of thisWarrant or any stock certificate relating to the Warrant Shares, and in case ofloss, theft or destruction, of indemnity or security reasonably satisfactory toit (which, in the case of the Warrant, shall not include the posting of anybond), and upon surrender and cancellation of such Warrant or stockcertificate, if mutilated, the Company will make and deliver a new Warrant orstock certificate of like tenor and dated as of such cancellation, in lieu ofsuch Warrant or stock certificate.   d) Saturdays, Sundays, Holidays, etc. If the last orappointed day for the taking of any action or the expiration of any rightrequired or granted herein shall be a Saturday, Sunday or a legal holiday, thensuch action may be taken or such right may be exercised on the next succeedingday not a Saturday, Sunday or legal holiday.   e) Authorized Shares. The Company covenants that duringthe period the Warrant is outstanding, it will reserve from its authorized andunissued Common Stock a sufficient number of shares to provide for the issuanceof the Warrant Shares upon the exercise of any purchase rights under thisWarrant. The Company further covenants that its issuance of this Warrant shallconstitute full authority to its officers who are charged with the duty ofexecuting stock certificates to execute and issue the necessary certificatesfor the Warrant Shares upon the exercise of the purchase rights under thisWarrant. The Company will take all such reasonable action as may be necessaryto assure that such Warrant Shares may be issued as provided herein withoutviolation of any applicable law or regulation, or of any requirements of theTrading Market upon which the Common Stock may be listed.
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     Except and to the extent as waived or consented to by the Holder, theCompany shall not by any action, including, without limitation, amending itscertificate of incorporation or through any reorganization, transfer ofassets, consolidation, merger, dissolution, issue or sale of securities orany other voluntary action, avoid or seek to avoid the observance orperformance of any of the terms of this Warrant, but will at all times ingood faith assist in the carrying out of all such terms and in the taking ofall such actions as may be necessary or appropriate to protect the rights ofHolder as set forth in this Warrant against impairment. Without limitingthe generality of the foregoing, the Company will (a) not increase the parvalue of any Warrant Shares above the amount payable therefor upon suchexercise immediately prior to such increase in par value, (b) take all suchaction as may be necessary or appropriate in order that the Company mayvalidly and legally issue fully paid and nonassessable Warrant Shares uponthe exercise of this Warrant, and (c) use commercially reasonable efforts toobtain all such authorizations, exemptions or consents from any publicregulatory body having jurisdiction thereof as may be necessary to enablethe Company to perform its obligations under this Warrant.     Before taking any action which would result in an adjustment in the numberof Warrant Shares for which this Warrant is exercisable or in the ExercisePrice, the Company shall obtain all such authorizations or exemptionsthereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.   f) Jurisdiction. All questions concerning theconstruction, validity, enforcement and interpretation of this Warrant shall bedetermined in accordance with the provisions of the Purchase Agreement.   g) Restrictions. The Holder acknowledges that the WarrantShares acquired upon the exercise of this Warrant, if not registered, will haverestrictions upon resale imposed by state and federal securities laws.   h) Nonwaiver and Expenses. No course of dealing or anydelay or failure to exercise any right hereunder on the part of Holder shalloperate as a waiver of such right or otherwise prejudice Holder’s rights,powers or remedies, notwithstanding the fact that all rights hereunderterminate on the Termination Date. If the Company willfully and knowinglyfails to comply with any provision of this Warrant, which results in anymaterial damages to the Holder, the Company shall pay to Holder such amounts asshall be sufficient to cover any costs and expenses including, but not limitedto, reasonable attorneys’ fees, including those of appellate proceedings,incurred by Holder in collecting any amounts due pursuant hereto or inotherwise enforcing any of its rights, powers or remedies hereunder.   i) Notices. Any notice, request or other documentrequired or permitted to be given or delivered to the Holder by the Companyshall be delivered in accordance with the notice provisions of the PurchaseAgreement.   j) Limitation of Liability. No provision hereof, in theabsence of any affirmative action by Holder to exercise this Warrant orpurchase Warrant Shares, and no enumeration herein of the rights or privilegesof Holder, shall give rise to any
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     liability of Holder for the purchase price of any Common Stock or as astockholder of the Company, whether such liability is asserted by theCompany or by creditors of the Company.   k) Remedies. Holder, in addition to being entitled toexercise all rights granted by law, including recovery of damages, will beentitled to specific performance of its rights under this Warrant. The Companyagrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant andhereby agrees to waive the defense in any action for specific performance thata remedy at law would be adequate.   l) Successors and Assigns. Subject to applicablesecurities laws, this Warrant and the rights and obligations evidenced herebyshall inure to the benefit of and be binding upon the successors of the Companyand the successors and permitted assigns of Holder. The provisions of thisWarrant are intended to be for the benefit of all Holders from time to time ofthis Warrant and shall be enforceable by any such Holder or holder of WarrantShares.   m) Amendment. This Warrant may be modified or amended orthe provisions hereof waived with the written consent of the Company and theHolder.   n) Severability. Wherever possible, each provision ofthis Warrant shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Warrant shall be prohibitedby or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder ofsuch provisions or the remaining provisions of this Warrant.   o) Headings. The headings used in this Warrant are forthe convenience of reference only and shall not, for any purpose, be deemed apart of this Warrant.********************
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          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officerthereunto duly authorized.Dated: March 31, 2006**LAS VEGAS GAMING, INC.**/s/ Russell R. Roth