SECURITY
AGREEMENT




This
Security Agreement (this “Agreement”), is dated
as of May 22, 2009, made by LAS VEGAS GAMING, INC., a Nevada corporation (the
“Grantor”), in
favor of IGT, a Nevada corporation (the “Lender”).




W
I T N E S S E T H




WHEREAS,
the Grantor is party to a certain IGT-LVGI Binding Term Sheet dated on or about
February 13, 2009, (as it may be amended, restated, supplemented or otherwise
modified from time to time, the “Advance Term Sheet”),
between the Grantor and the Lender, pursuant to which the Lender advanced
certain sums to the Grantor and the Grantor granted the Lender a security
interest in all of the Grantor’s present and future assets;




WHEREAS,
the Grantor has agreed to execute and deliver this Agreement to both confirm its
earlier grant of a security interest in its assets and to grant the security
interests described herein;




WHEREAS,
the terms of the Advance Term Sheet require the Grantor to take any and all
actions required to perfect a security interest in its assets in favor of the
Lender;




NOW,
THEREFORE, in consideration of the premises and in connection with the Advance
Term Sheet and the transactions contemplated hereby and thereby, the Grantor
hereby agrees with the Lender as follows:




AGREEMENT




SECTION
1.                                Grant of Security
Interest.  To secure the prompt, punctual, and faithful
performance of all and each of the Liabilities (as defined below), the Grantor
hereby grants to the Lender, for the benefit of the Lender and any affiliate of
the Lender, a continuing security interest in and to, and assigns to the Lender
the following, and each item thereof, whether now owned or now due, or in which
the Grantor has an interest, or hereafter acquired, arising, or to become due,
or in which the Grantor obtains an interest, and all products, proceeds,
substitutions, and accessions of or to any of the following (all of which,
together with any other property in which the Lender may in the future be
granted a security interest, is referred to herein as the
“Collateral”):




(a)           All
accounts and accounts receivable;




(b)           All
inventory;




(c)           All
general intangibles;




(d)           All
equipment;




(e)           All
goods;




(f)           All
fixtures;






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(g)           All
chattel paper.




(h)           All
letter-of-credit rights;




(i)           All
payment intangibles;




(j)           All
supporting obligations;




(k)           All
books, records, and information relating to the Collateral and/or to the
operation of the Grantor’s business, and all rights of access to such books,
records, and information, and all property in which such books, records, and
information are stored, recorded, and maintained;




(l)           All
leasehold interests;




(m)           All
investment property, instruments, documents, deposit accounts, money, policies
and certificates of insurance, deposits, impressed accounts, compensating
balances, cash, or other property;




(n)           All
insurance proceeds, refunds, and premium rebates, including, without limitation,
proceeds of fire and credit insurance, whether any of such proceeds, refunds,
and premium rebates arise out of any of the foregoing. ((a) through (m)) or
otherwise; and




(o)           All
liens, guaranties, rights, remedies, and privileges pertaining to any of the
foregoing ((a) through (n)), including the right of stoppage in
transit.




All terms
used in this Section 1 and not otherwise defined in this Agreement shall have
the meanings given to them in the Nevada Uniform Commercial Code.  It
is intended that the Collateral include all assets of the Grantor.




SECTION
2.     Security
Agreement.  The security interest in the Collateral granted
pursuant to this Agreement is granted in conjunction with and to secure the
liabilities, indebtedness and/or other obligations (collectively, the “Liabilities”) owing
by the Grantor to the Lender pursuant to or in connection with the Advance Term
Sheet, including, without limitation, any loans or advances made by the Lender
to the Grantor in connection therewith.




SECTION
3.    Continuation of Security
Interest.  The security interest created and granted herein is
in addition to, and supplemental of, any security interest previously granted by
the Grantor to the Lender and shall continue in full force and effect applicable
to all Liabilities until all Liabilities have been paid and/or satisfied in
full. At such time, the security interest created herein shall be specifically
terminated in writing by a duly authorized officer of the Lender.




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SECTION
4.       Perfection of Security
Interests.




(a)           The
Grantor irrevocably and unconditionally authorizes the Lender to file at any
time and from time to time such financing statements with respect to the
Collateral naming the Lender or its designee as the secured party and the
Grantor as debtor, as the Lender may require, and including any other
information with respect to the Grantor or otherwise required by part 5 of
Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may
determine, together with any amendment and continuations with respect thereto,
which authorization shall apply to all financing statements filed on, prior to
or after the date hereof.  The Grantor hereby ratifies and approves
all financing statements naming the Lender or its designee as secured party and
the Grantor as debtor with respect to the Collateral (and any amendments with
respect to such financing statements) filed by or on behalf of the Lender prior
to the date hereof and ratifies and confirms the authorization of the Lender to
file such financing statements (and amendments, if any).  The Grantor
hereby authorizes the Lender to adopt on behalf of the Grantor any symbol
required for authenticating any electronic filing.  In no event shall
the Grantor at any time file, or permit or cause to be filed, any correction
statement or termination statement with respect to any financing statement (or
amendment or continuation with respect thereto) naming the Lender or its
designee as secured party and the Grantor as debtor.




(b)           The
Grantor shall take any other actions reasonably requested by the Lender from
time to time to cause the attachment, perfection and first priority of, and the
ability of the Lender to enforce, the security interest of the Lender in any and
all of the Collateral, including, without limitation, (i) executing, delivering
and, where appropriate, filing financing statements and amendments relating
thereto under the UCC or other applicable law, to the extent, if any, that the
Grantor’s signature thereon is required therefor, (ii) causing the Lender’s name
to be noted as secured party on any certificate of title for a titled good if
such notation is a condition to attachment, perfection or priority of, or
ability of the Lender to enforce, the security interest of the Lender in such
Collateral, (iii) complying with any provision of any statute, regulation or
treaty of the United States as to any Collateral if compliance with such
provision is a condition to attachment, perfection or priority of, or ability of
the Lender to enforce, the security interest of the Lender in such Collateral,
(iv) obtaining the consents and approvals of any governmental authority or third
party, including, without limitation, any consent of any licensor, lessor or
other person obligated on Collateral, and taking all actions required by any
earlier versions of the UCC or by other law, as applicable in any relevant
jurisdiction.




SECTION
5.      Remedies.  Upon
the occurrence of any bankruptcy or other similar proceeding involving the
Grantor, all Liabilities shall be immediately due and payable.  Upon
the occurrence of any other default by the Grantor under or in connection with
the Advance Term Sheet (including the failure to repay any of the advances or
loans made thereunder when due and payable) or this Agreement, the Lender may
declare all Liabilities to be immediately due and payable and may exercise all
other rights and remedies afforded to the Lender under applicable law as the
Lender from time to time thereafter determines as appropriate.




SECTION
6.      Successors and
Assigns.  This Agreement shall be binding upon the Grantor and
its respective representatives, successors, and assigns and shall inure to the
benefit of the Lender and its successors and assigns, provided, however, the
Grantor may not assign this Agreement, in whole or in part, at any time, nor
delegate any of its duties hereunder (with any such attempted assignment or
delegation being void), and provided further, no trustee or other fiduciary
appointed with respect to the Grantor shall have any rights
hereunder.






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SECTION
7.      Severability.  Any
determination that any provision of this Agreement or any application thereof is
invalid, illegal, or unenforceable in any respect in any instance shall not
affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality, or enforceability of any other provision of
this Agreement.




SECTION
8.       Nevada
Law.  This Agreement and all rights and obligations hereunder,
including matters of construction, validity, and performance, shall be governed
by the internal laws of the State of Nevada.




SECTION
9.      Counterparts.  This
Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more
counterparts.  Delivery of an executed counterpart by facsimile or
other electronic means shall be effective as delivery of a manually executed
counterpart of this Agreement.




[signature
page follows]




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IN
WITNESS WHEREOF, Grantor has caused this Agreement to be executed and delivered
by its duly authorized officer as of the date first set forth
above.









LAS VEGAS
GAMING, INC.








By: 
/s/  Bruce
Shepard


Name:   Bruce
Shepard


Title:     Chief
Financial Officer







ACCEPTED
AND AGREED:





IGT








By: /s/  Ken
Creighton


Name: 
Ken Creighton


Title:   
Assistant Secretary and









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