Exhibit 10.6 AMENDMENT NO. 1 TO SECURITY AGREEMENT This Amendment No. 1 (this "Amendment") to the Security Agreement, dated as of August 31, 2004 (the "Security Agreement"), by and among Gaming & Entertainment Group, Inc., a Utah corporation, Gaming &...

                                                                    Exhibit 10.6
                      AMENDMENT NO. 1 TO SECURITY AGREEMENT

      This Amendment No. 1 (this "Amendment") to the Security Agreement, dated
as of August 31, 2004 (the "Security Agreement"), by and among Gaming &
Entertainment Group, Inc., a Utah corporation, Gaming & Entertainment Technology
Pty Ltd., A.C.N. 091 098 985, and Cantor G&W (Nevada), L.P., is effective as of
February 15, 2006 (the "Effective Date"). Capitalized terms used herein and not
otherwise defined have the meanings set forth in the Security Agreement.

      Pursuant to Section 6.07 of the Security Agreement, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

      1. Section 3.03 of the Security Agreement is hereby amended by adding the
following sentence at the end thereof: "Notwithstanding the foregoing, the
Security Interest shall be subordinated to any Collateral acquired by any
Borrower subsequent to the Effective Date with the proceeds of any equity or
debt issued by the Obligor or its subsidiaries."

      2. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument. This Amendment (and such counterparts) may be
executed by facsimile transmission.

      3. Except as expressly amended hereby, the Security Agreement shall
continue to be and shall remain in full force and effect in accordance with its
terms.

                [Remainder of this page intentionally left blank]



      IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed by their authorized signatories as of the date first written above.

BORROWERS:

GAMING & ENTERTAINMENT GROUP, INC.,
a Utah corporation

By: /s/ Xxxxx X. Xxxxxx
   -------------------------------------
    Xxxxx X. Xxxxxx
    Chief Executive Officer

GAMING & ENTERTAINMENT TECHNOLOGY PTY LIMITED
an Australian corporation

By: /s/ Xxxxx X. Xxxxxx
   -------------------------------------
    Xxxxx X. Xxxxxx
    Chief Executive Officer

SECURED PARTY:

CANTOR G&W (NEVADA), L.P.,
a Nevada limited partnership

By: /s/ Xxx X. Xxxxxxx
   -------------------------------------
    Xxx X. Xxxxxxx
    President

      [Signature page to Amendment No. 1, dated as of February 15, 2006, to
    Security Agreement between Gaming & Entertainment Group, Inc., Gaming &
      Entertainment Technology Pty Limited and Cantor G&W (Nevada), L.P.]