**Exhibit 10.9****EXHIBIT F****SUBSIDIARY GUARANTEE**     SUBSIDIARY GUARANTEE, dated as of March 31, 2006, made by each of the signatories hereto(together with any other entity that may become a party hereto as provided herein, (the“Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to thatcertain Securities Purchase Agreement, dated as of the date hereof, between Las Vegas Gaming, Inc.,a Nevada corporation (the “Company”) and the Purchasers.**W I T N E S S E T H:**     Whereas, pursuant to that certain Securities Purchase Agreement, dated as of the date hereof,by and between the Company and the Purchasers (the “Purchase Agreement”), the Company hasagreed to sell and issue to the Purchasers, and the Purchasers have agreed to purchase from theCompany the Company’s Senior Secured Convertible Notes, due January 1, 2008 (the “Notes”),subject to the terms and conditions set forth therein; and     Whereas, each Guarantor will directly benefit from the extension of credit to the Companyrepresented by the issuance of the Notes; and   NOW, THEREFORE, in consideration of the premises and to induce the Purchasers to enter intothe Purchase Agreement and to carry out the transactions contemplated thereby, each Guarantorhereby agrees with the Purchasers as follows:     1. Definitions. Unless otherwise defined herein, terms defined in the PurchaseAgreement and used herein shall have the meanings given to them in the Purchase Agreement. Thewords “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in thisGuarantee shall refer to this Guarantee as a whole and not to any particular provision of thisGuarantee, and Section and Schedule references are to this Guarantee unless otherwise specified.The meanings given to terms defined herein shall be equally applicable to both the singular andplural forms of such terms. The following terms shall have the following meanings:     “Guarantee” means this Subsidiary Guarantee, as the same may be amended,supplemented or otherwise modified from time to time.     “Obligations” means the collective reference to all obligations andundertakings of the Company of whatever nature, monetary or otherwise, under the Notes, thePurchase Agreement, the Security Agreement, the Warrants, the Registration RightsAgreement, the Advisory Services Agreement or any other future agreement or obligationsundertaken by the Company to the Purchasers, together with all reasonable attorneys’ fees,disbursements and all other costs and expenses of collection incurred by Purchasers inenforcing any of such Obligations and/or this Guarantee.     2. Guarantee.     (a) Guarantee. (i) The Guarantors hereby, jointly andseverally, unconditionally and irrevocably, guarantee to thePurchasers and their respective successors, indorsees, transfereesand assigns, the prompt and
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   complete payment and performance by the Company when due (whetherat the stated maturity, by acceleration or otherwise) of theObligations.  (ii) Anything herein or in any other TransactionDocument to the contrary notwithstanding, the maximum liability ofeach Guarantor hereunder and under the other Transaction Documentsshall in no event exceed the amount which can be guaranteed by suchGuarantor under applicable federal and state laws, including lawsrelating to the insolvency of debtors, fraudulent conveyance ortransfer or laws affecting the rights of creditors generally (aftergiving effect to the right of contribution established in Section2(b)).  (iii) Each Guarantor agrees that the Obligationsmay at any time and from time to time exceed the amount of theliability of such Guarantor hereunder without impairing the guaranteecontained in this Section 2 or affecting the rights and remedies ofthe Purchasers hereunder.  (iv) The guarantee contained in this Section 2shall remain in full force and effect until all the Obligations andthe obligations of each Guarantor under the guarantee contained inthis Section 2 shall have been satisfied by payment in full.  (v) No payment made by the Company, any of theGuarantors, any other guarantor or any other Person or received orcollected by the Purchasers from the Company, any of the Guarantors,any other guarantor or any other Person by virtue of any action orproceeding or any set-off or appropriation or application at any timeor from time to time in reduction of or in payment of the Obligationsshall be deemed to modify, reduce, release or otherwise affect theliability of any Guarantor hereunder which shall, notwithstanding anysuch payment (other than any payment made by such Guarantor inrespect of the Obligations or any payment received or collected fromsuch Guarantor in respect of the Obligations), remain liable for theObligations up to the maximum liability of such Guarantor hereunderuntil the Obligations are paid in full.  (vi) Notwithstanding anything to the contrary inthis Agreement, with respect to any defaulted non-monetaryObligations the specific performance of which by the Guarantors isnot reasonably possible (e.g. the issuance of the Company’s CommonStock), the Guarantors shall only be liable for making the Purchaserswhole on a monetary basis for the Company’s failure to perform suchObligations in accordance with the Transaction Documents.     (b) Right of Contribution. Each Guarantor hereby agrees that to the extentthat a Guarantor shall have paid more than its proportionate share of any payment made
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hereunder, such Guarantor shall be entitled to seek and receive contribution from andagainst any other Guarantor hereunder which has not paid its proportionate share of suchpayment. Each Guarantor’s right of contribution shall be subject to the terms andconditions of Section 2(c). The provisions of this Section 2(b) shall in no respect limitthe obligations and liabilities of any Guarantor to the Purchasers, and each Guarantorshall remain liable to the Purchasers for the full amount guaranteed by such Guarantorhereunder.     (c) No Subrogation. Notwithstanding any payment made by any Guarantorhereunder or any set-off or application of funds of any Guarantor by the Purchasers, noGuarantor shall be entitled to be subrogated to any of the rights of the Purchasers againstthe Company or any other Guarantor or any collateral security or guarantee or right ofoffset held by the Purchasers for the payment of the Obligations, nor shall any Guarantorseek or be entitled to seek any contribution or reimbursement from the Company or any otherGuarantor in respect of payments made by such Guarantor hereunder, until all amounts owingto the Purchasers by the Company on account of the Obligations are paid in full. If anyamount shall be paid to any Guarantor on account of such subrogation rights at any timewhen all of the Obligations shall not have been paid in full, such amount shall be held bysuch Guarantor in trust for the Purchasers, segregated from other funds of such Guarantor,and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers inthe exact form received by such Guarantor (duly indorsed by such Guarantor to thePurchasers, if required), to be applied against the Obligations, whether matured orunmatured, in such order as the Purchasers may determine.     (d) Amendments, Etc. With Respect to the Obligations. Each Guarantor shallremain obligated hereunder notwithstanding that, without any reservation of rights againstany Guarantor and without notice to or further assent by any Guarantor, any demand forpayment of any of the Obligations made by the Purchasers may be rescinded by the Purchasersand any of the Obligations continued, and the Obligations, or the liability of any otherPerson upon or for any part thereof, or any collateral security or guarantee therefor orright of offset with respect thereto, may, from time to time, in whole or in part, berenewed, extended, amended, modified, accelerated, compromised, waived, surrendered orreleased by the Purchasers, and the Purchase Agreement and the other Transaction Documentsand any other documents executed and delivered in connection therewith may be amended,modified, supplemented or terminated, in whole or in part, as the Purchasers may deemadvisable from time to time, and any collateral security, guarantee or right of offset atany time held by the Purchasers for the payment of the Obligations may be sold, exchanged,waived, surrendered or released. The Purchasers shall have no obligation to protect,secure, perfect or insure any Lien at any time held by them as security for the Obligationsor for the guarantee contained in this Section 2 or any property subject thereto.     (e) Guarantee Absolute and Unconditional. Each Guarantor waives any and allnotice of the creation, renewal, extension or accrual of any of the Obligations and noticeof or proof of reliance by the Purchasers upon the guarantee contained in this Section 2 oracceptance of the guarantee contained in this Section 2; the Obligations, and any of them,shall conclusively be deemed to have been created, contracted or incurred, or renewed,extended, amended or waived, in reliance upon the guarantee contained in this Section 2;and all dealings between the Company and any of the Guarantors, on the one hand, and thePurchasers, on the other hand, likewise shall be conclusively presumed to have been had orconsummated in reliance upon the guarantee contained in this
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Section 2. Each Guarantor waives to the extent permitted by law diligence,presentment, protest, demand for payment and notice of default or nonpayment to orupon the Company or any of the Guarantors with respect to the Obligations. Each Guarantorunderstands and agrees that the guarantee contained in this Section 2 shall be construed asa continuing, absolute and unconditional guarantee of payment without regard to (a) thevalidity or enforceability of the Purchase Agreement or any other Transaction Document, anyof the Obligations or any other collateral security therefor or guarantee or right ofoffset with respect thereto at any time or from time to time held by the Purchasers, (b)any defense, set-off or counterclaim (other than a defense of payment or performance orfraud or misconduct by Purchasers) which may at any time be available to or be asserted bythe Company or any other Person against the Purchasers, or (c) any other circumstancewhatsoever (with or without notice to or knowledge of the Company or such Guarantor) whichconstitutes, or might be construed to constitute, an equitable or legal discharge of theCompany for the Obligations, or of such Guarantor under the guarantee contained in thisSection 2, in bankruptcy or in any other instance. When making any demand hereunder orotherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasersmay, but shall be under no obligation to, make a similar demand on or otherwise pursue suchrights and remedies as they may have against the Company, any other Guarantor or any otherPerson or against any collateral security or guarantee for the Obligations or any right ofoffset with respect thereto, and any failure by the Purchasers to make any such demand, topursue such other rights or remedies or to collect any payments from the Company, any otherGuarantor or any other Person or to realize upon any such collateral security or guaranteeor to exercise any such right of offset, or any release of the Company, any other Guarantoror any other Person or any such collateral security, guarantee or right of offset, shallnot relieve any Guarantor of any obligation or liability hereunder, and shall not impair oraffect the rights and remedies, whether express, implied or available as a matter of law,of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall includethe commencement and continuance of any legal proceedings.     (f) Reinstatement. The guarantee contained in this Section 2 shall continue tobe effective, or be reinstated, as the case may be, if at any time payment, or any partthereof, of any of the Obligations is rescinded or must otherwise be restored or returnedby the Purchasers upon the insolvency, bankruptcy, dissolution, liquidation orreorganization of the Company or any Guarantor, or upon or as a result of the appointmentof a receiver, intervenor or conservator of, or trustee or similar officer for, the Companyor any Guarantor or any substantial part of its property, or otherwise, all as though suchpayments had not been made.     (g) Payments. Each Guarantor hereby guarantees that payments hereunder will bepaid to the Purchasers without set-off or counterclaim in U.S. dollars at the address setforth or referred to in the Purchase Agreement.     3. Representations and Warranties. Each Guarantor hereby makes the followingrepresentations and warranties to Purchasers as of the date hereof:     (a) Organization and Qualification. The Guarantor is a corporation or limitedliability company, duly incorporated, validly existing and in good standing under the lawsof the applicable jurisdiction set forth on Schedule 1, with the requisite corporate powerand authority to own and use its properties and assets and to carry on its business ascurrently conducted. The Guarantor has no subsidiaries other than those identified as
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such on the Disclosure Schedules to the Purchase Agreement. The Guarantor is dulyqualified to do business and is in good standing as a foreign corporation in eachjurisdiction in which the nature of the business conducted or property owned by it makessuch qualification necessary, except where the failure to be so qualified or in goodstanding, as the case may be, could not, individually or in the aggregate, (x) adverselyaffect the legality, validity or enforceability of any of this Guaranty in any materialrespect, (y) have a material adverse effect on the results of operations, assets,prospects, or financial condition of the Guarantor or (z) adversely impair in any materialrespect the Guarantor’s ability to perform fully on a timely basis its obligations underthis Guaranty (a “Material Adverse Effect”).     (b) Authorization; Enforcement. The Guarantor has the requisite corporatepower and authority to enter into and to consummate the transactions contemplated by thisGuaranty, and otherwise to carry out its obligations hereunder. The execution and deliveryof this Guaranty by the Guarantor and the consummation by it of the transactionscontemplated hereby have been duly authorized by all requisite corporate action on the partof the Guarantor. This Guaranty has been duly executed and delivered by the Guarantor andconstitutes the valid and binding obligation of the Guarantor enforceable against theGuarantor in accordance with its terms, except as such enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar lawsrelating to, or affecting generally the enforcement of, creditors’ rights and remedies orby other equitable principles of general application.     (c) No Conflicts. The execution, delivery and performance of this Guaranty bythe Guarantor and the consummation by the Guarantor of the transactions contemplatedthereby do not and will not (i) conflict with or violate any provision of its Certificateof Incorporation or By-laws or (ii) conflict with, constitute a default (or an event whichwith notice or lapse of time or both would become a default) under, or give to others anyrights of termination, amendment, acceleration or cancellation of, any agreement, indentureor instrument to which the Guarantor is a party, or (iii) result in a violation of any law,rule, regulation, order, judgment, injunction, decree or other restriction of any court orgovernmental authority to which the Guarantor is subject (including Federal and statesecurities laws and regulations), or by which any material property or asset of theGuarantor is bound or affected, except in the case of each of clauses (ii) and (iii), suchconflicts, defaults, terminations, amendments, accelerations, cancellations and violationsas could not, individually or in the aggregate, have or result in a Material AdverseEffect. The business of the Guarantor is not being conducted in violation of any law,ordinance or regulation of any governmental authority, except for violations which,individually or in the aggregate, do not have a Material Adverse Effect.     (d) Consents and Approvals. The Guarantor is not required to obtain anyconsent, waiver, authorization or order of, or make any filing or registration with, anycourt or other federal, state, local, foreign or other governmental authority or otherperson in connection with the execution, delivery and performance by the Guarantor of thisGuaranty.     (e) Purchase Agreement. The representations and warranties of the Company setforth in the Purchase Agreement as they relate to such Guarantor, each of which is herebyincorporated herein by reference, are true and correct as of each time such representationsare deemed to be made pursuant to such Purchase Agreement, and the Purchasers shall beentitled to rely on each of them as if they were fully set forth
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herein, provided, that each reference in each such representation and warranty to theCompany’s knowledge shall, for the purposes of this Section 3, be deemed to be a referenceto such Guarantor’s knowledge.     (f) Foreign Law. Each Guarantor has consulted with appropriate foreign legalcounsel with respect to any of the above representations for which non-U.S. law isapplicable. Such foreign counsel have advised each applicable Guarantor that such counselknows of no reason why any of the above representations would not be true and accurate.Such foreign counsel were provided with copies of this Subsidiary Guarantee and theTransaction Documents prior to rendering their advice.     4. Covenants. Each Guarantor covenants and agrees with the Purchasers that, from andafter the date of this Guarantee until the Obligations shall have been paid in full, such Guarantorshall take, and/or shall refrain from taking, as the case may be, each commercially reasonableaction that is necessary to be taken or not taken, as the case may be, so that no Event of Defaultis caused by the failure to take such action or to refrain from taking such action by suchGuarantor. Each Guarantor also agrees to comply with the Covenants contained in Section 8 of theNotes.     5. Miscellaneous.     (a) Amendments in Writing. None of the terms or provisions of this Guaranteemay be waived, amended, supplemented or otherwise modified except in writing by thePurchasers.     (b) Notices. All notices, requests and demands to or upon the Purchasers orany Guarantor hereunder shall be effected in the manner provided for in the PurchaseAgreement; provided that any such notice, request or demand to or upon anyGuarantor shall be addressed to such Guarantor at its notice address set forth onSchedule 5(b).     (c) No Waiver By Course Of Conduct; Cumulative Remedies. The Purchasers shallnot by any act (except by a written instrument pursuant to Section 5(a)), delay,indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder orto have acquiesced in any default under the Transaction Documents or Event of Default. Nofailure to exercise, nor any delay in exercising, on the part of the Purchasers, any right,power or privilege hereunder shall operate as a waiver thereof. No single or partialexercise of any right, power or privilege hereunder shall preclude any other or furtherexercise thereof or the exercise of any other right, power or privilege. A waiver by thePurchasers of any right or remedy hereunder on any one occasion shall not be construed as abar to any right or remedy which the Purchasers would otherwise have on any futureoccasion. The rights and remedies herein provided are cumulative, may be exercised singlyor concurrently and are not exclusive of any other rights or remedies provided by law.
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     (d) Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimbursethe Purchasers for, all its costs and expenses incurred in collectingagainst such Guarantor under the guarantee contained in Section 2 orotherwise enforcing or preserving any rights under this Guarantee andthe other Transaction Documents to which such Guarantor is a party,including, without limitation, the reasonable fees and disbursementsof counsel to the Purchasers.  (ii) Each Guarantor agrees to pay, and to savethe Purchasers harmless from, any and all liabilities with respectto, or resulting from any delay in paying, any and all stamp, excise,sales or other taxes which may be payable or determined to be payablein connection with any of the transactions contemplated by thisGuarantee.  (iii) Each Guarantor agrees to pay, and to savethe Purchasers harmless from, any and all liabilities, obligations,losses, damages, penalties, actions, judgments, suits, costs,expenses or disbursements of any kind or nature whatsoever withrespect to the execution, delivery, enforcement, performance andadministration of this Guarantee to the extent the Company would berequired to do so pursuant to the Purchase Agreement.  (iv) The agreements in this Section shallsurvive repayment of the Obligations and all other amounts payableunder the Purchase Agreement and the other Transaction Documents.     (e) Successor and Assigns. This Guarantee shall be binding upon the successorsand assigns of each Guarantor and shall inure to the benefit of the Purchasers and theirrespective successors and assigns; provided that no Guarantor may assign, transfer ordelegate any of its rights or obligations under this Guarantee without the prior writtenconsent of the Purchasers.     (f) Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers atany time and from time to time while an Event of Default under any of the TransactionDocuments shall have occurred and be continuing, without notice to such Guarantor or anyother Guarantor, any such notice being expressly waived by each Guarantor, to set-off andappropriate and apply any and all deposits, credits, indebtedness or claims, in anycurrency, in each case whether direct or indirect, absolute or contingent, matured orunmatured, at any time held or owing by the Purchasers to or for the credit or the accountof such Guarantor, or any part thereof in such amounts as the Purchasers may elect, againstand on account of the obligations and liabilities of such Guarantor to the Purchasershereunder and claims of every nature and description of the Purchasers against suchGuarantor, in any currency, whether arising hereunder, under the Purchase Agreement, anyother Transaction Document or otherwise, as the Purchasers may elect, whether or not thePurchasers have made any demand for payment and although such obligations, liabilities andclaims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptlyof any such set-off and the application made by the Purchasers of the proceeds thereof,provided that the failure to give such notice shall not
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affect the validity of such set-off and application. The rights of the Purchasersunder this Section are in addition to other rights and remedies (including, withoutlimitation, other rights of set-off) which the Purchasers may have.     (g) Counterparts. This Guarantee may be executed by one or more of the partiesto this Guarantee on any number of separate counterparts (including by telecopy), and allof said counterparts taken together shall be deemed to constitute one and the sameinstrument.     (h) Severability. Any provision of this Guarantee which is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to theextent of such prohibition or unenforceability without invalidating the remainingprovisions hereof, and any such prohibition or unenforceability in any jurisdiction shallnot invalidate or render unenforceable such provision in any other jurisdiction.     (i) Section Headings. The Section headings used in this Guarantee are forconvenience of reference only and are not to affect the construction hereof or be takeninto consideration in the interpretation hereof.     (j) Integration. This Guarantee and the other Transaction Documents representthe agreement of the Guarantors and the Purchasers with respect to the subject matterhereof and thereof, and there are no promises, undertakings, representations or warrantiesby the Purchasers relative to subject matter hereof and thereof not expressly set forth orreferred to herein or in the other Transaction Documents.     (k) Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANYPRINCIPLES OF CONFLICTS OF LAWS.     (l) Submission to Jurisdictional; Waiver. Each Guarantor herebyirrevocably and unconditionally: (i) submits for itself and its property in anylegal action or proceeding relating to this Guarantee and the otherTransaction Documents to which it is a party, or for recognition andenforcement of any judgment in respect thereof, to the non-exclusivegeneral jurisdiction of the Courts of the State of New York, locatedin New York County, New York, the courts of the United States ofAmerica for the Southern District of New York, and appellate courtsfrom any thereof;  (ii) consents that any such action or proceedingmay be brought in such courts and waives any objection that it maynow or hereafter have to the venue of any such action or proceedingin any such court or that such action or proceeding was brought in aninconvenient court and agrees not to plead or claim the same;  (iii) agrees that service of process in any suchaction or proceeding may be effected by mailing a copy thereof byregistered or certified mail (or any substantially similar form ofmail), postage
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   prepaid, to such Guarantor at its address referred to in thePurchase Agreement or at such other address of which thePurchasers shall have been notified pursuant thereto;  (iv) agrees that nothing herein shall affect theright to effect service of process in any other manner permitted bylaw or shall limit the right to sue in any other jurisdiction; and  (v) waives, to the maximum extent notprohibited by law, any right it may have to claim or recover in anylegal action or proceeding referred to in this Section any special,exemplary, punitive or consequential damages.     (m) Acknowledgements. Each Guarantor hereby acknowledges that: (i) it has been advised by counsel in thenegotiation, execution and delivery of this Guarantee and the otherTransaction Documents to which it is a party;  (ii) the Purchasers have no fiduciaryrelationship with or duty to any Guarantor arising out of or inconnection with this Guarantee or any of the other TransactionDocuments, and the relationship between the Guarantors, on the onehand, and the Purchasers, on the other hand, in connection herewithor therewith is solely that of debtor and creditor; and  (iii) no joint venture is created hereby or bythe other Transaction Documents or otherwise exists by virtue of thetransactions contemplated hereby among the Guarantors and thePurchasers.     (n) Additional Guarantors. The Company shall cause each of its subsidiariesformed or acquired on or subsequent to the date hereof to become a Guarantor for allpurposes of this Guarantee by executing and delivering anAssumption Agreement in the form of Annex 1 hereto.     (o) Release of Guarantors. Subject to Section 2(f), each Guarantor will bereleased from all liability hereunder concurrently with the repayment in full of allamounts owed under the Purchase Agreement, the Notes and the other Transaction Documents.     (p) Seniority. The Obligations of each of the Guarantors hereunder rank seniorin priority to any other debt of such Guarantor.     (q) Waiver of Jury Trial. EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITSHEREOF, THE PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANYLEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.
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     IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered as of the date first above written.   **IMAGINEERING GAMING INC.**   By: /s/ Russell R. RothName: Russell R. RothTitle: CEO   **LAS VEGAS KENO, INC.**   By: /s/ Russell R. RothName: Russell R. RothTitle: CEO
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**SCHEDULE 1****GUARANTORS**     The following are the names, notice addresses and jurisdiction of organization of eachGuarantor.                   JURISDICTION  COMPANY       OF  OWNED BY NAME ADDRESS  INCORPORATION  PERCENTAGE                           
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Annex 1 to