WAIVER AND RELEASE
AGREEMENT
1.
Waiver and Release /
Exchange of Consideration
For good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged and
agreed,
a. Subject to the receipt by Adline Network, LLC
("Shareholder") of the share certificate described in subparagraph
(c) below and to the accuracy in all material respects of the
representations and warranties made in paragraph 2 below,
Shareholder individually and on behalf of its affiliated persons or
partnerships, together with any and all past and present members,
managers, trustees, receivers, employees, officers, directors,
partners, agents, representatives, lenders, insurance carriers,
sureties, consultants, attorneys, accountants, successors, assigns,
heirs, executors, spouses, administrators, licensees, joint
ventures, and related persons, predecessors, entities or companies
do hereby fully and forever release and discharge Las Vegas Gaming,
Inc, and its affiliated and/or subsidiary companies and
partnerships, together with any and all past and present trustees,
receivers, board members, employees, officers, directors,
shareholders, partners, agents, representatives, lenders,
subsidiaries, unincorporated divisions, insurance carriers,
sureties, consultants, attorneys, accountants, successors, assigns,
heirs, executors, administrators, licensees, invitees, joint
venturers, members, managers and related persons, predecessors,
entities or companies (collectively, the "Company") of and from all
claims, actions, causes of action, demands, rights, agreements,
promises, liabilities, losses, damages, costs and expenses, of
every nature and character, description and amount, either known or
unknown, without limitation or exceptions, whether based on
theories of contract, breach of contract, breach of the covenant of
good faith and fair dealing, tort, violation of statute, ordinance,
or any other theory of liability or declaration of rights
whatsoever, which they may now have against the Company, whether
asserted or not, arising directly or indirectly from or based on
any cause, event, transaction, act, omission, occurrence, condition
or matter, of any kind or nature whatsoever, which has occurred to
date.
b. Subject to receipt of the Assignment described
in sub-paragraph (d) below and to the accuracy in all material
respects of the representations and warranties made therein and in
paragraph 2, below, the Company does hereby fully and forever
release and discharge Shareholder of and from all claims, actions,
causes of action, demands, rights, agreements, promises,
liabilities, losses, damages, costs and expenses, of every nature
and character, description and amount, either known or unknown,
without limitation or exceptions, whether based on theories of
contract, breach of contract, breach of the covenant of good faith
and fair dealing, tort, violation of statute, ordinance, or any
other theory of liability or declaration of rights whatsoever,
which they may now have or may hereafter acquire against the
Company, whether asserted or not, arising directly or indirectly
from or based on any cause, event, transaction, act, omission,
occurrence, condition or matter, of any kind or nature whatsoever,
which has occurred to date.
c. Las Vegas Gaming, Inc., shall, within 15 days
of receipt of an executed copy of this Waiver and Release Agreement
from Shareholder, deliver to Larry Enterline, at 2699 Buford Hwy.,
Buford, Ga. a share certificate for 700,000 shares of common stock
of Las Vegas Gaming, Inc., par value $0.001. The share certificate
shall bear a legend in substantially the following form:
THE STOCK
REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT
AND HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH
REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR OTHERISE
TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY RESICISTRATION IS NOT REQUIRED FOR SUCH
TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE
APPLICABLE FEDERAL. AND STATE SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER.
The parties
agree that the shares of common stock evidenced by the share
certificate described in this subparagraph (c) shall be allocated
as follows: (i) 600,000 of such shares are being issued to
Shareholder in exchange for the release given by Shareholder to the
Company in subparagraph (a) above and (ii) 100,000 of such shares
are being issued to Shareholder in exchange for the assignment
given by Shareholder and described in subparagraph (d)
below.
d. Shareholder shall, within 15 days of receipt of
an executed copy of this Waiver and Release Agreement from the
Company, deliver to Russell Roth, at 4000 West Ali Baba Lane, Suite
D, Las Vegas, NV 89118 an Assignment in the form attached hereto at
Exhibit "A" which Assignment will transfer from Shareholder to Las
Vegas Gaming, Inc. the world wide exclusive rights to that certain
intellectual property commonly and collectively known as "At Home
Wagering" where such rights allow for "wagering" or "betting"
activity and transactions to be conducted in the home via the
AdLine Technologies. For purposes of this Agreement, the terms
"betting" or "wagering" mean to directly or indirectly take,
receive, or accept money or any valuable thing with the
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