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Exhibit 10.3 Amendment No. 1 to Security Agreement
AMENDMENT NO. 1, dated as of April 30, 2008 (this
“Amendment”), to the Security Agreement, dated as of
March 31, 2006, among Las Vegas Gaming, Inc., a Nevada corporation
(the “Company”), all of the Subsidiaries of the
Company, and the holder or holders of the Company’s Senior
Secured Notes due January 1, 2010 in the original aggregate
principal amount of $5,000,000, signatory thereto, their endorsees,
transferees and assigns (the “Security Agreement”).
RECITALS WHEREAS, on March 31, 2006, the parties
hereto entered into a loan transaction pursuant to which the
Secured Parties made a loan to the Company in the original
aggregate principal amount of $5,000,000, which loan was evidenced
by the Transaction Documents, including without limitation, the
Notes; WHEREAS, subsequent to March 31, 2006, from time to
time the Company requested that changes be made to certain
provisions included in the Transaction Documents, and the Secured
Parties agreed to make such changes; WHEREAS, among other
things, pursuant to a letter agreement dated March 22, 2007 between
the Company and the Secured Parties (the “March 2007 Letter
Agreement”), the Maturity Date of the Notes was extended from
January 1, 2008, to January 1, 2009; WHEREAS, in partial
consideration of the Secured Parties agreeing to make the changes
requested by the Company, pursuant to a letter agreement dated
September 28, 2007 between the Company and the Secured Parties (the
“September 2007 Letter Agreement”), the aggregate
principal amount outstanding on the Notes was increased by $250,000
to $5,250,000; WHEREAS, in subsequent discussions the
Company and the Secured Parties verbally agreed to further changes
to the terms of the Notes, including further extensions of the
Maturity Date and increases in the aggregate principal amount of
the Notes; WHEREAS, the parties now desire to amend the
Security Agreement to memorialize the (i) extension of the Maturity
Date provided for in the March 2007 Letter
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