ASSET ACQUISITION AGREEMENT

NOW, THEREFORE, in consideration of the mutual representations and warranties and covenants made herein, LVGAC, LVGI, Adline, and the Additional Parties, each intending to be legally bound, hereby agree as follows:

Section 1.01     Definitions .   For purposes of this Agreement:

“ Acquired Assets ” are defined in Section 2.01.

“ Acquisition Price ” means the consideration paid pursuant to Section 2.02.

“ Additional Parties ” means Adline Media LLC, a Georgia limited liability company, Adline Network LLC, a Georgia limited liability company, and Freeview Network LLC, a Georgia limited liability company, Sam Johnson, an individual residing in Nevada, and  Larry L. Enterline, an individual residing in Texas.

“ Adline ” or “Transferor” means ADLINE NETWORK HOLDINGS INC, a Georgia corporation.

“ Adline Assets ” are defined in Section 2.01.

“ Encumbrances ” means all Liens, claims, rights of first refusal, assignments, preemptive rights, rights-of-way, easements, mortgages, encroachments, restrictions, covenants, title retention agreements, indentures, security agreements or any other encumbrances of any kind.

“ Existing License(s) ” means the contract(s) or license(s) set out in Exhibit B.

“ Governmental Entity ” means any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or regulatory authority or commission or other governmental authority or instrumentality, domestic or foreign.

“ Judgment ” means any judgment, order, injunction, award, decree or writ issued by any Governmental Entity or court.

“ Lien ” means, with respect to any property or asset (or any income or profits therefrom) of any Person (in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise), (a) any mortgage, lien (including any lessor’s or landlord’s lien), encumbrance, pledge, attachment, levy or other security interest of

any kind thereupon or in respect thereof, or (b) any other arrangement, express or implied, under which the same is subordinated, transferred, sequestered or otherwise identified so as to subject the same to, or make the same available for, the payment or performance of any indebtedness, liability or obligation in priority to the payment of the ordinary, unsecured liabilities of such Person.

“ LVGAC ” or “ Acquirer ” means Las Vegas Gaming Acquisition Corp., a wholly owned subsidiary of LVGI.

“ LVGI ” means Las Vegas Gaming, Inc. and the LVGI Affiliates.

“ LVGI Affiliates ” means an entity directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control or ownership with Las Vegas Gaming, Inc., including LVGAC.

" Non-Compete Period " means the period beginning on the Effective Date of this Agreement and ending eighteen (18) months after the Effective Date.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

“ Technology ” means the inventions, intellectual property, trade secrets, and know-how defined in Exhibit A.

Section 2.01    Acquisition and Transfer of Assets .   Transferor shall sell, convey, transfer, assign and deliver to LVGAC, free and clear of any and all Encumbrances, and LVGAC shall acquire from Transferor, all right, title and interest in the following (“ Acquired Assets ”):

a.     ADLINE NETWORK HOLDINGS INC (“TRANSFEROR”).   All right title and interest to any and all tangible and intangible assets of TRANSFEROR, but excluding cash on hand, accounts receivables and any other receivables.  After this transfer is made, LVGAC will be the sole owner of all Acquired Assets thereof.

b.     RIGHTS IN THE ADLINE ASSETS .  All right, title and interest to all tangible and intangible assets identified in Exhibits A, B and C, including any improvements, copyrights, trade secrets, inventions, unfiled applications and unexercised options in and to the Technology  (“ Adline Assets ”).

c.     RIGHTS HELD BY ADDITIONAL PARTIES .   All right, title and interest, if any, the Additional Parties may have in any of the assets described in Section 2.01(a)-(b) above, including any improvements, copyrights, trade secrets, inventions, unfiled applications and unexercised options in and to the Technology.

Section 2.02      Acquisition Price .   The Acquisition Price to be paid by LVGAC to the Transferor shall be seven hundred fifty thousand (750,000) shares of Series A common stock of LVGI (the “Consideration”).  Transferor has directed that the Acquisition Price shall be paid to Transferor, who Transferor and the Additional Parties represent is the beneficial owner of the Acquired Assets.  See Section 2.06 below regarding escrow of a portion of the Acquisition Price.

Section 2.03      Rights and Privileges of Transferors Consideration Stock . The holders of the Consideration stock shall enjoy the same rights and privileges with respect to such stock as those rights and privileges which are or shall be accorded to the holders of all other currently issued and outstanding Series A Common Stock in LVGI.

Section 2.04      Liabilities .    Acquirer shall not assume, and Transferor and the Additional Parties, if applicable, shall be responsible for the payment, satisfaction, performance and discharge of all liabilities, obligations, claims, demands, expenses, all taxes of whatever kind or nature, damages or responsibilities of Transferor or the Additional Parties, as applicable, whether known or unknown, absolute, accrued, contingent whether due or to become due (collectively, the “ Retained Liabilities ”).  The Retained Liabilities shall include, but not be limited to, amounts owed pursuant to any consulting contracts with any independent contractors and all known and unknown litigation including the litigation filed by Paltronics, Inc. against Adline Network Holdings Inc and Adline Media LLC in the United States District Court for the Northern District of Illinois, Case No. 3:08-cv-50126 and any litigation commenced as a result of the execution and consummation of this Agreement by Transferor’s shareholder or a member of any of the non-individual Additional Parties.

Section 2.05      LVGI’s use of the Acquired Assets .   Provided said liability is not caused directly or indirectly by Transferor or the Additional Parties, Transferor and Additional Parties shall not assume or be liable for the payment, satisfaction, performance and discharge of any liabilities, obligations, claims, demands, expenses, all taxes of whatever kind or nature, damages or responsibilities created / generated as a result of LVGI’s ownership of, nonuse of or any use of the Acquired Assets by LVGI and Affiliates and any third party use under a license or assignment granted by LVGI .

Section 2.06     Escrowed Shares . Transferor agrees to allow LVGI to escrow three hundred seventy-five thousand (375,000) shares of the Consideration for a period of eighteen (18) months as defined in Article X below.  Said shares to be escrowed with a neutral escrow agent that is agreed to by the parties and pursuant to an escrow agreement in form and substance satisfactory to the parties.

Section 3.01      Delivery of Acquired Assets .   Immediately after the execution of this Agreement, Transferor and Additional Parties, if applicable, shall turn over all of the Acquired Assets, including all Adline Assets to LVGAC.  Transferor and Additional Parties, if applicable, shall also deliver all username and passwords necessary to access any Domain Name Registrar accounts, ISP accounts, other online accounts, computers, backups, source code, etc.

Section 3.02       Further Assurances .  Upon the reasonable request of LVGI, Transferor and Additional Parties, if applicable, shall on and after the Effective Date execute and deliver, or cause to be executed and delivered, to LVGI such deeds, assignments and other instruments as may be reasonably requested by LVGI and are required to effectuate completely the transfer and assignment to LVGAC of the Acquired Assets and to otherwise carry out the purposes of this Agreement.

A.           REPRESENTATIONS OF TRANSFEROR AND ADDITIONAL PARTIES.

Transferor and Additional Parties represent and warrant to LVGI and LVGAC as follows:

Section 4.01     Title to Assets . Transferor owns all right, title and interest to the Acquired Assets, including those identified in Exhibits A, B and C.

Section 4.02     Liabilities and Third Party Contracts .   All liabilities and third party contracts, including the Retained Liabilities and any contingent or future liabilities, of Transferor or the Additional Parties shall be the responsibility of Transferor or the Additional Parties, as applicable.

Section 4.03      Organization, Standing and Power .   Transferor and the non-individual Additional Parties are duly organized, validly existing and in good standing under the laws of the State of Georgia and have full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary or desirable to enable them to own, lease or otherwise hold their properties and assets and to conduct their businesses as presently conducted.

Section 4.04                                 Authority; Execution and Delivery; Enforceability .Transferor and the Additional Parties have all requisite power and authority to execute this Agreement and each of the other transaction agreements to which Transferor and the Additional Parties are (or will be) a party and to consummate the transactions contemplated hereby and thereby.  Transferor and the

Additional Parties have duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Transferor and the Additional Parties, enforceable against Transferor and the Additional Parties in accordance with its terms, and each other transaction agreement to which Transferor and the Additional Parties are (or will be) a party, when duly executed and delivered, will constitute a legal, valid and binding obligation of Transferor and the Additional Parties, enforceable against Transferor and the Additional Parties in accordance with its terms.

Section 4.05     No Conflicts .   The execution and delivery by Transferor and the Additional Parties of this Agreement and each of the other transaction agreements to which Transferor and the Additional Parties are (or will be) a party does not, and the consummation of any transaction and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrance upon the Acquired Assets under, any provision of (a) any material contract, permit or other instrument to which Transferor or the Additional Parties is party or by which any of the Acquired Assets is bound, (b) any Judgment, (c) any applicable law applicable to the Additional Parties, the business of the Transferor or any of the Acquired Assets, or (d) any written or, to the best knowledge of Transferor and the Additional Parties, oral request of any Governmental Entity.

Section 4.06      Taxes .   Transferor and the non-individual Additional Parties have filed in a timely manner (within any applicable extension periods) all tax returns required to be filed by federal, state, local, provincial or foreign tax laws prior to or as of the Effective Date, and each such return is true, complete and correct.

Section 4.07      Workers’ Injuries .  There has not been during the past three (3) years, any actual or, to the best knowledge of Transferor and the non-individual Additional Parties, threatened claims of past or present employees of Transferor or the Additional Parties for compensation for any material injury, disability or illness arising out of or relating to their employment by Transferor.

Section 4.08       Litigation .  With exception of the Paltronics, Inc suit noted in Section 2.04 above, there is (a) no outstanding Judgment against Transferor or the Additional Parties (whether or not relating to Transferor or the Acquired Assets), (b) no suit, action, claim, dispute or legal, governmental, administrative, arbitration or regulatory proceeding (“ Proceeding ”) pending or, to the best knowledge of Transferor and the Additional Parties, threatened against Transferor or Additional Parties related to the Acquired Assets, and (c) no investigation by any Governmental Entity pending or, to the best knowledge of Transferor and the Additional Parties, threatened against Transferor or the Additional Parties (whether or not relating to Transferor or the Acquired Assets).

Section 4.09      Title to Acquired Assets . Transferor and the Additional Parties, as applicable, warrant that they own and have good and marketable title to all of the Acquired Assets, free and clear of any Encumbrances.  Transferor and the Additional Parties warrant to the best of their knowledge, that the use, sale, or offering for sale of the Acquired Assets does not and will not violate any rights of any third party.

Section 4.10       No Other Interests . No Person other than Transferor or the Additional Parties have any ownership interest or similar rights in or to the Acquired Assets.

Section 4.11      Company Authorization . The signing officer(s) are fully authorized to act on behalf of Transferor and the non-individual Additional Parties and enter into this Agreement and there are no other consents required by any other parties in order to consummate the transactions contemplated hereby.

Section 4.12       Full Disclosure . Transferor and the Additional Parties are not aware of any facts pertaining to the Acquired Assets, which will or may in the future affect LVGI or LVGAC in a materially adverse manner.

Section 4.13       Fair Consideration . The sale of the Acquired Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration.  Transferor and the Additional Parties are not insolvent and will not be rendered insolvent by the sale, transfer or assignment of the Acquired Assets pursuant to the terms of the Agreement.  Neither Transferor nor the Additional Parties are entering into this Agreement to defraud, hinder or delay their creditors and the consummation of the transactions contemplated by this Agreement will not have any such effect.  The transactions contemplated in this Agreement will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Transferor or the Additional Parties to any of the Acquired Assets on or after the Effective Date.

LVGAC and LVGI represent and warrant to the Transferor:

Section 4.14       Organization, Standing and Power . LVGI and LVGAC are duly organized, validly existing and in good standing under the laws of the State of Nevada and have full corporate power and board authority to enter into this Agreement.

Section 4.15       Authority; Execution and Delivery; Enforceability .LVGI and LVGAC have all requisite power and authority to execute this Agreement and each of the other transaction agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby.  LVGI and LVGAC have duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of LVGI and

LVGAC, enforceable against LVGI and LVGAC in accordance with its terms, and each other transaction agreement to which LVGI and LVGAC are (or will be) a party, when duly executed and delivered, will constitute a legal, valid and binding obligation of LVGI and LVGAC, enforceable against LVGI and LVGAC in accordance with its terms.

Section 4.16       Company Authorization . The signing officer(s) are fully authorized to act on behalf of LVGI and LVGAC and enter into this Agreement and there are no other consents required by any other parties in order to consummate the transactions contemplated hereby.

Section 4.17       Taxes .   LVGI has filed and LVGAC will file, in a timely manner (within any applicable extension periods) all tax returns required to be filed by federal, state, local, provincial or foreign tax laws prior to or as of the Effective Date, and each such return is true, complete and correct.

Section 4.18       Litigation . With the exceptions of (i) IGT v. Las Vegas Gaming Inc ., Case No. 3:07-cv-00415-BES-VPC filed in the United States District Court, District of Nevada; (ii) Brand