**Exhibit 10.12****5/8/2006****ASSIGNMENT AGREEMENT**     This **ASSIGNMENT AGREEMENT**dated as of July 7th, 2006 (the “Agreement”), is between **AdlineNetwork, LLC**(“Shareholder”) and **Las Vegas Gaming, Inc.**(the “Company”).**Background Statement**     The Shareholder and the Company have previously executed that certain Waiver and ReleaseAgreement dated February 18, 2006 (the “Original Agreement”). Pursuant to Section 1(d) of theOriginal Agreement, the Shareholder has agreed to deliver this Agreement to the Company to transfercertain rights in its intellectual property known as “At Home Wagering” to the Company, all on theterms and conditions set forth herein.**Statement of Agreement**     Now, therefore, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged and agreed, the parties hereby agree as follows, for themselves and theirsuccessors and assigns:     1. Subject to the other terms and conditions set forth herein, the Shareholder herebyassigns, transfers, licenses and sets over to the Company the world wide exclusive rights to theShareholder’s intellectual property commonly and collectively known as “At Home Wagering,” but onlyto the extent that such rights allow for “wagering” or “betting” activity and transactions to beconducted in the home over video systems that provide for the simulcast overlay of images and text(collectively, the “Assigned IP Rights”). For purposes of this Agreement, the terms “betting” or“wagering” mean to directly or indirectly take, receive or accept money or any valuable thing withthe understanding or agreement that the money or valuable thing will be paid or delivered to aperson if the payment or delivery is contingent upon the result of a race, contest, or game or uponthe happening of an event not known to be certain. Bet or wager does not include the purchase,sale, or trade of securities or commodities under state or federal law. For the sake ofclarification, the Assigned IP Rights include, without limitation, the Shareholder’s rights in theLicensed Technology (as such term is defined in that certain License Agreement dated October 8,2004, between Adline Gaming, Inc., and the Shareholder).     2. In exchange for the assignment of the Assigned IP Rights set forth herein, the Companywill pay certain royalty fees to the Shareholder equal to 5% of the Company’s net revenue derived,directly or indirectly, from the Assigned IP Rights. Net Revenue shall mean gross revenue less thetheoretical cost of any pay outs. Royalty fees due hereunder will be payable on a monthly basis inarrears, in each case by no later than the
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10th day of each calendar month after the month in which such fees are earned.Along with each payment of royalty fees, the Company will include a schedule in form and substancesatisfactory to the Shareholder detailing the calculation of all royalty fees paid hereunder.     3. The Shareholder will have the right to audit the Company’s calculation of royalty feesfrom time to time on reasonable advance notice to the Company.     4. Interest at the rate of 10% per annum will accrue on any royalty fees that are not paidwhen due hereunder and any interest payable will be due and payable on demand.     5. Each of the parties hereby agrees to perform any and all acts and to execute and deliverany and all documents reasonably necessary or convenient to carry out the intent and the provisionsof this Agreement.     6. This Agreement may only be modified by an instrument in writing executed by the partieshereto.     7. This Agreement shall be construed in accordance with the laws of the State of Nevada, andthe parties hereto agree that Clark County, Nevada, shall be the exclusive venue of any action thatmay be filed with respect to this Agreement or any of the transactions contemplated hereby.     8. Should any action (at law or in equity, including but not limited to an action fordeclaratory relief) or proceeding be brought arising out of, relating to or seeking theinterpretation or enforcement of the terms of this Agreement, or because of an alleged dispute,breach, default or misrepresentation in connection with the terms of this Agreement, the prevailingparty thereto, as decided by the Court, shall be entitled to reasonable attorneys’ fees and costsincurred in addition to any other relief or damages which may be awarded. In addition, in theevent that the Shareholder incurs expense in the collection of any royalty fees due and payablehereunder, the Company will also reimburse the Shareholder for all of its reasonable costs ofcollection (including attorneys’ fees).     9. This Agreement is for the benefit of the parties and confers no rights, benefits or causesof action in favor of any other third parties or entities.     10. This Agreement may be executed in counterparts, one or more of which may be facsimiles,but all of which shall constitute one and the same Agreement.     IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date and yearwritten below.**“COMPANY”**
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   LAS VEGAS GAMING, INC., a Nevadacorporation SUBSCRIBED AND SWORN before methis 7th day of July,2006, by Russell R. Roth,   s/ Russell R. Roth /s/ Rachel Rita DepuyBy: Russell Roth Notary PublicIts: CEO     **“SHAREHOLDER”**     ADLINE NETWORK, LLC, a Georgia