exhibit101.htm


    EXHIBIT
      10.01

     

    CAMOFI
      Letter Agreement

     

     

    September
      28, 2007

     

    


    Las
      Vegas
      Gaming, Inc.

    4000
      W.
      Ali Baba Lane

    Las
      Vegas, Nevada  89118

    Attn:   
      Jon D. Berkley, Chief Executive Officer

                 
      Bruce
      Shepard, Chief Financial Officer

     

    Gentlemen:

     

    Reference
      is hereby made to (i) the Senior Secured Convertible Note due January 1,
      2009 (the “Note”) in the aggregate principal amount of $5,000,000 made by Las
      Vegas Gaming, Inc. (the “Company”) in favor of CAMOFI Master LDC (“CAMOFI”),
      (ii) the Registration Rights Agreement (the “Registration Rights
      Agreement”) dated as of March 31, 2006 between the Company and CAMOFI, and
      (iii) the additional transactions documents related thereto (the
“Transaction Documents”).  In consideration of CAMOFI agreeing to
      defer certain payments, the Company and CAMOFI hereby agree as
      follows:

     

    
      	
              1.  

            	
              The
                “Commitment Fee” payment due on October 1, 2007 pursuant to the Note
                shall be deferred until January 1, 2008, at which time such full
                amount shall be due and payable.  The Commitment Fee that is due
                and payable on January 1, 2008 shall remain due and payable on such
                date.

            


    

     

    
      	
              2.  

            	
              The
                Monthly Redemption Amounts due on October 1, 2007, November 1,
                2007 and December 1, 2007 pursuant to the Note shall each be deferred
                until April 1, 2008.  The Monthly Redemption Amount due and
                payable on April 1, 2008 shall remain due and payable on such
                date.

            


    

     

    
      	
              3.  

            	
              The
                Aggregate Principal Amount of the Note shall be increased by $250,000
                to
                $5,250,000.  The additional principal amount shall be due on the
                Maturity Date.

            


    

     

    
      	
              4.  

            	
              The
                “Filing Date” and “Effectiveness Date” as such terms are defined in the
                Registration Rights Agreement shall be amended to read February 28,
                2008 and June 30, 2008,
                respectively.

            


    

     

    
      	
              5.  

            	
              Anything
                to the Contrary in the Note or other agreement notwithstanding, CAMOFI
                shall have the right to convert up to 100% of the Note into Common
                Stock.  The Company further agrees to give CAMOFI at least ten
                Business Day’s prior notice prior to any prepayments or repayments
                pursuant to the Note, during which time CAMOFI shall have the right
                to
                convert any portion of its Note into Common
                Stock.

            


    

     

    
      	
              6.  

            	
              The
                Company shall reduce its cash burn to no more than $460,000 per month
                by
                October 10, 2007.  Additionally, the Company shall adhere
                to cash burn limitations proposed by CAMOFI from time to
                time.

            


    

     

    
      	
              7.  

            	
              The
                Company shall make available to CAMOFI (or its representatives) its
                executive officers and its financial personnel for an on-site review
                of
                the financial condition of the Company (including a detailed analysis
                of
                its expenses).  The Company shall reimburse CAMOFI for all costs
                and expenses related to such
                review.

            


    

     

     

    
      
        
        

      

      
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    Based
      on
      the foregoing, the Company and CAMOFI acknowledge and agree that, as of the
      date
      hereof, each party is in good standing under the Note, the Registration Rights
      Agreement and the Transaction Documents and that, as of the date hereof, there
      are no defaults under the Note, the Registration Rights Agreement or any of
      the
      Transaction Documents by either party.

     

    If
      this
      letter is accordance with your understanding, please sign your name in the
      space
      provided below.

     

    Very
      truly yours,

     

    /s/
      Keith D.
      Wellner                   


    Keith
      D.
      Wellner

    General
      Counsel

    


    


    ACCEPTED
      AND AGREED TO:

    


    Las
      Vegas
      Gaming, Inc.

    


    


    By:
      /s/ Bruce
      Shepard                 

    Name:  
      Bruce Shepard

    Title:   
      Chief Financial Officer

    


     

    


     

    



    
      
        
        

      

      
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