PROMISSORY
NOTE

     

    
      
        
          	
                  $4,727.22

                	
                  January
      6, 2009

                


        

      

    

     

    FOR VALUE
RECEIVED, and intending to be legally bound, Las Vegas Sports Resort, Inc., a
Delaware corporation with an address at c/o Lazar Levine & Felix LLP, 350
Fifth Avenue, New York, New York 10118 (the “Maker”), hereby unconditionally and
irrevocably promises to pay to the order of Melvin F. Lazar, with an address at
c/o Lazar Levine & Felix LLP,
350 Fifth Avenue, New York, NY 10118 (the “Payee”), in lawful money of
the United States of America, the sum of four thousand seven hundred twenty
seven dollars and twenty two cents ($4,727.22) on or before the earlier of (i)
January 6, 2014, the date that the Maker (or a wholly owned subsidiary of the
Maker) consummates a business combination with a private company in a reverse
merger or reverse takeover transaction or other transaction after which the
Company would cease to be a shell company (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) (the “Maturity Date”).

    


    Interest
shall accrue on the outstanding principal balance of this Promissory Note on the
basis of a 360-day year from the date the Maker receives the funds from the
Payee until paid in full at the rate of eight and one quarter percent (8.25%)
annum, and shall be due and payable at the Maturity Date, or the prepayment
date, if any, whichever is earlier. This Promissory Note may
be prepaid in whole or in part at any time or from time to time prior to the
Maturity Date.

    


    For
purposes of this Promissory Note, an "Event of Default" shall occur if the Maker
shall: (i) fail to pay the entire principal amount of this Promissory Note when
due and payable, (ii) admit in writing its inability to pay any of its monetary
obligations under this Promissory Note, (iii) make a general assignment of its
assets for the benefit of creditors, or (iv) allow any proceeding to be
instituted by or against it seeking relief from or by creditors, including,
without limitation, any bankruptcy proceedings.

    


    In the
event that an Event of Default has occurred, the Payee or any other holder of
this Promissory Note may, by notice to the Maker, declare this entire Promissory
Note to be forthwith immediately due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Maker.  In the event that an Event of Default consisting of a
voluntary or involuntary bankruptcy filing has occurred, then this entire
Promissory Note shall automatically become due and payable without any notice or
other action by Payee.  Commencing five days after the occurrence of
any Event of Default, the interest rate on this Note shall accrue at the rate of
18% per annum.

    


    The
nonexercise or delay by the Payee or any other holder of this Promissory Note of
any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance.  No waiver of any
right shall be effective unless in writing signed by the Payee, and no waiver on
one or more occasions shall be conclusive as a bar to or waiver of any right on
any other occasion.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Should
any part of the indebtedness evidenced hereby be collected by law or through an
attorney-at-law, the Payee or any other holder of this Promissory Note shall, if
permitted by applicable law, be entitled to collect from the Maker all
reasonable costs of collection, including, without limitation, attorneys’
fees.

    


    All
notices and other communications must be in writing to the address of the party
set forth in the first paragraph hereof and shall be deemed to have been
received when delivered personally (which shall include via an overnight courier
service) or, if mailed, three (3) business days after having been mailed by
registered or certified mail, return receipt requested, postage prepaid. The
parties may designate by notice to each other any new address for the purpose of
this Promissory Note.

    


    Maker
hereby forever waives presentment, demand, presentment for payment, protest,
notice of protest, and notice of dishonor of this Promissory Note and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Promissory Note.

    


    This
Promissory Note shall be binding upon the successors and assigns of the Maker,
and shall be binding upon, and inure to the benefit of, the successors and
assigns of the Payee.

    


    This
Promissory Note shall be governed by and construed in accordance with the
internal laws of the State of New York.  All disputes between the
Maker and the Payee relating in any way to this Promissory Note shall be
resolved only by state and federal courts located in New York County, New York,
and the courts to which an appeal therefrom may be taken.

    


    IN
WITNESS WHEREOF, the undersigned Maker has executed this Promissory Note as of
January 6, 2009.

     

    
      
        
          
            	 	MAKER:	 
	 	 	 
	 	LAS
      VEGAS SPORTS RESORT, INC.	 
	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Melvin
      F. Lazar	 
	 	 	Name:
      Melvin F. Lazar	 
	 	 	Title:
      President