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AGREEMENT FOR SET UP AND OPERATION OF KENO ROUTE
BETWEEN
BILL WILLIAMS AND CARL CONTI (collectively "Operators")
AND
LAS VEGAS GAMING, INC., a Nevada Corporation ("Las Vegas Gaming")
__________________________________________________________________
Operators hereby agree to set up and operate a Nevada based keno
route and assign any rights, interests or agreements they may have
with casinos or others to run such a route to Las Vegas Gaming.
Las Vegas Gaming, in consideration for this agreement and
assignment agrees as follows:
1. Upon the establishment of the route in Nevada with at least
five linked keno games, Las Vegas Gaming will:
a. distribute to Operators 50,000 shares of its common stock.
Such stock shall be marked restricted;
b. nominate Bill Williams to its board of directors, if he has
not already been so appointed;
c. pay a fee of $5,000 per month to Operators until the trading
value of the common stock issued under item "a" equals or
exceeds $2,000,000 and the stock can be traded under some
exemption or registration under the US securities' laws, or
the route ceases to operate (whichever comes first).
2. At the point in time when the operation of the Nevada route
has obtained net earnings of $1 million, Las Vegas Gaming shall
distribute to the Operators an additional 150,000 shares of its
common stock. Such stock shall be marked restricted
3. This agreement shall expire on December 31, 2004 if Operators
have not activated a keno route with at least five linked
properties in Nevada by that time.
Dated: August 12, 1999.
/s/ Bill Williams /s/ Russell R. Roth
_____________________________ _____________________________
Bill Williams Las Vegas Gaming, Inc.
By: Russell R. Roth
Its: President
/s/ Carl Conti
_____________________________
Carl Conti
