EXHIBIT 10.16

                         PROMISSORY NOTE


U. S. $500,000.00                                 August 14, 1997

     FOR VALUE RECEIVED, the undersigned, SPINTEKNOLOGY, INC., a
Georgia corporation (hereinafter referred to as "Maker"), promises
to pay to the order of THE MALCOLM C. DAVENPORT, V FAMILY TRUST
(hereinafter, together with his heirs and assigns, referred to as
"Holder"), at 409 West 10th Street, West Point, Georgia 31833 or
such other place as Holder hereof may from time to time designate
in writing, in lawful money of the United States of America, the
principal sum of Five Hundred Thousand and No/100 Dollars
($500,000.00) together with interest on the principal balance from
time to time outstanding during the term of this Note at a rate of
Twelve percent (12%) per annum.

     This Note shall mature and the entire principal balance,
together with all accrued and unpaid interest and late charges, if
any, shall be due and payable on the earliest of September 14, 1998
or upon receipt by Maker's parent corporation (Spintek Gaming
Technologies, Inc., a California corporation) of $500,000 or more
in net proceeds from such parent's issuance of its common stock.

     This Note may be prepaid at any time in whole or in part.  All
payments made hereon shall be applied first to accrued and unpaid
late charges, then to accrued and unpaid interest and the remainder
to principal.

     Upon the occurrence of an Event of Default as defined in that
certain Security Agreement between Holder and Maker of even date
herewith (the "Security Agreement"), at the Holder's option, the
entire unpaid principal balance of this Note, together with all
accrued and unpaid interest thereon shall immediately become due
and payable, without notice or demand, and Holder shall have all
rights and remedies stated in this Note or the documents which now
or hereafter evidence or secure the loan evidenced by this Note
(collectively, "Loan Documents").  Holder shall have, in addition
to the rights provided herein and therein, the rights and remedies
available to it pursuant to the Uniform Commercial Code and other
applicable laws.  Such rights or remedies shall be cumulative, and
the exercise of any right or remedy shall not preclude the exercise
of any other right or remedy.  From and after maturity, whether by
acceleration or otherwise, the principal balance hereunder shall,
at Holder's option, bear interest at the Default Rate stated below.

     In the event that Holder institutes legal proceedings to
enforce this Note or refers the same to an attorney-at-law for
enforcement or collection after default or maturity, Maker agrees

<PAGE>

to pay to Holder, in addition to any indebtedness due and unpaid,
all reasonable costs and expenses of such proceedings, including
reasonable attorneys' fees.

     Holder shall not by an act of omission or commission be deemed
to waive any of its rights or remedies hereunder unless such waiver
be in writing and signed by an authorized officer of Holder and
then only to the extent specifically set forth therein; a waiver on
one occasion shall not be construed as continuing or as a bar to or
waiver of such right or remedy on any other occasion.  All remedies
conferred upon Holder by this Note or any other instrument or
agreement connected herewith or related hereto shall be cumulative
and none is exclusive, and such remedies may be exercised
concurrently or consecutively at Holder's option.

     This Note is hereby expressly limited so that in no
contingency or event whatsoever, whether by acceleration of
maturity of the debt evidenced hereby or otherwise, shall the
amount paid or agreed to be paid to Holder for the use, forbearance
or retention of the money advanced or to be advanced hereunder
exceed the highest lawful rate permissible under applicable laws
("Maximum Rate") in accordance with the written agreement of the
parties.  Determination of the rate of interest for the purpose of
determining whether this Note is usurious under applicable law
shall be made by amortizing, prorating, allocating and spreading in
equal parts during the period of the full stated term of this Note,
all interest or other sums deemed to be interest at any time
contracted for, charged or received from Maker in connection with
this Note.  Maker or any endorsers or other parties now or
hereafter becoming liable for payment of this Note shall never be
required to pay interest on this Note at a rate in excess of the
Maximum Rate, and the provisions of this paragraph shall control
over all other provisions of this Note and any other instruments
now or hereafter executed in connection herewith which may be in
apparent conflict herewith.  If, from any circumstances whatsoever,
fulfillment of any provision hereof or of any other agreement
evidencing or securing the debt, at the time performance of such
provisions shall be due, shall involve the payment of interest in
excess of that authorized by law, the obligation to be fulfilled
shall be reduced to the limit so authorized by law, and if from any
circumstances Holder shall ever receive as interest an amount which
would exceed the Maximum Rate applicable to Maker, such amount
which would be excessive interest shall, at the option of Holder,
be applied against the unpaid principal balance on this Note or, if
this Note has been paid in full, be repaid by Holder to Maker.

<PAGE>

     This Note is given and accepted as evidence of indebtedness
and not in payment or satisfaction of any indebtedness or
obligation.

     If the principal balance of this Note is accelerated, or if
the principal balance of this Note is not paid at maturity, then
Holder shall have the option to increase the interest rate, as
defined hereunder, to eighteen percent (18%) per annum (the
"Default Rate").  The Default Rate shall apply to the entire unpaid
principal balance of this Note effective as of the earlier of (i)
the due date of the first payment due hereunder not timely paid, or
(ii) the date of acceleration.

     If any payment is not received within ten (10) days after its
due date, and Holder elects to waive the delinquency by accepting
the payment, Maker shall, at Holder's option and without notice or
further grace period, pay a late charge equal to four percent (4%)
of the late payment, such payment to be due with the succeeding
monthly payment.  The late charge is an amount which the parties
agree is appropriate to compensate Holder for the cost of handling
delinquent payments and is in addition to Holder's right to impose
a default interest rate and to exercise any other right or remedy
for default under this Note or any Loan Document.

     Maker hereby consents and agrees that Holder may at any time,
and from time to time, without notice to or further consent from
Maker, either with or without consideration, release, surrender or
impair any property or other security of any kind or nature
whatsoever held by Holder securing this Note; grant releases,
compromises and indulgences with respect to this Note or the other
Loan Documents as to any persons or entities now or hereafter
liable thereunder or hereunder; release any endorser of this Note,
the Loan Documents or any other of the Loan Documents; or take or
fail to take any action of any type whatsoever.  No such action
which Holder shall take or fail to take in connection with this
Note or the Loan Documents, or any of them, nor any course of
dealing with or any other person, shall be deemed to release
Maker's obligations hereunder, affect this Note in any way or
afford any Maker any recourse against Holder.  

     Maker hereby waives and agrees not to assert or take advantage
of (a) any defense that may arise by reason of the lack of
authority of any other person or entity, or the failure of Holder
to file or enforce a claim against the estate (either in
bankruptcy, or any other proceeding) of said Maker; (b) any defense
based upon failure of Holder to commence an action against Maker
(other than a defense based on a statute of limitations); (c) any
duty on the part of Holder to disclose to Maker any facts it may

<PAGE>

now or hereafter know regarding Maker;  (d) demand for payment of
any of the indebtedness or performance of any of the obligations
hereby evidenced; (e) protest and notice of dishonor or of default
to Maker or to any other party with respect to the indebtedness;
(i) any and all other notices whatsoever to which Maker might
otherwise be entitled; and (j) any defense based on lack of due
diligence by Holder in collection, protection, perfection or
realization upon any collateral securing the indebtedness evidenced
by this Note.

     The liability of Maker under this Note shall be direct and
immediate and not conditional or contingent upon the pursuit of any
remedies against any other person, nor against security or liens
available to Holder, its successors, successors-in-title, endorsees
or assigns.  Maker waives any right to require that an action be
brought against any other person or to require that resort be had
to any security held by Holder. 

     In the event of any dispute, misunderstanding, suit or claim
related to this Note or any of the Loan Documents, and if Maker and
Holder are unable to resolve said dispute and it becomes necessary
to enter into any litigation to resolve such dispute or claim,
Maker hereby waives its right to trial by jury in any suit or legal
action of any kind or nature brought by Holder against Maker
related to this Note or any of the Loan Documents.  Maker further
agrees that any such litigation shall be heard by a court of
appropriate jurisdiction sitting without a jury.

     Time is of the essence with respect to all of Maker's
obligations and agreements under this Note.

     This Note and all provisions, conditions, promises and
covenants hereof shall be binding in accordance with the terms
hereof upon Maker, its successors and assigns, provided nothing
herein shall be deemed a consent to any assignment or conveyance
which is restricted or prohibited by the terms of this Note or the
Loan Documents.

     All notices to Maker and Holder hereunder shall be deemed to
have been sufficiently given or served for all purposes when sent
pursuant to the notice requirements in the Security Agreement.

     This Note shall be governed and construed under the laws of
the State of Georgia.

<PAGE>

     IN WITNESS WHEREOF, Maker has signed, sealed and delivered
this Note on the date first hereinabove written.

MAKER:

SPINTEKNOLOGY, INC., a Georgia corporation


By: /s/ GARY L. COULTER

Title: President                

Attest: /s/ ROBERT E. HUGGINS    

Title: Assistant Secretary       

(CORPORATE SEAL)

<PAGE>

           COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT


     THIS AGREEMENT (the "Agreement") is made and entered into this
14TH day of AUGUST, 1997, by and between SPINTEKNOLOGY, INC., a
Georgia corporation (hereinafter referred to as "Debtor"), and THE
MALCOLM C. DAVENPORT, V FAMILY TRUST (hereinafter referred to as
"Secured Party").
                       W I T N E S S E T H:

     WHEREAS, Debtor holds certain intellectual property rights for
development of gaming technology (the "Business");

     WHEREAS, Debtor has borrowed from Secured Party the sum of
$500,000.00 evidenced by a Promissory Note (the "Note") in favor of
Secured Party, dated of even date herewith, in the face principal
amount of $500,000.00; and

     WHEREAS, in order to secure the obligations of Debtor under
the Note and all other obligations now or hereafter owing from
Debtor to Secured Party, the Debtor desires to grant a security
interest in the collateral described below.

     NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and
confessed, the parties hereto agree as follows:

     1.   Security Interest.  To provide security for the due and
punctual performance of all of the Debtor's obligations under the
Note, including, without limitation, payment in full of the
principal and interest on the Note, costs and attorneys' fees, all
indebtedness to be incurred by Debtor to Secured Party with respect
to the Note and further to secure any other indebtedness and
obligations now or hereafter owing by Debtor to Secured Party
(hereinafter the "Obligations"), the Debtor hereby mortgages,
pledges, assigns, transfers, sets over, conveys and delivers to
Secured Party and grants to Secured Party security interests (the
"Security Interests") in all of the following rights, interests and
properties:

<PAGE>

     All of the Debtor's patents, unpatented inventions,
     patent applications, patent interference proceedings,
     trade secrets, rights under technology licenses, choices-
     in-action, information contained in computer media (such
     as data bases, source and object codes, and information
     therein) and derivatives thereof (including those covered
     by the Patent Applications identified on Schedule "A"
     attached hereto), including the right to make, use, and
     vend goods utilizing any of the foregoing, together with
     all cash and non-cash proceeds and products thereof (all
     of which are collectively hereinafter referred to as the
     "Collateral").

     Until payment in full of all Obligations, the Secured Party's
Security Interests in the Collateral granted hereby shall continue
in full force and effect.

     2.   Representations and Warranties.

     Debtor represents and warrants to Secured Party that:

      (a)Debtor has all requisite authority to execute and deliver
this Agreement and this Agreement is enforceable in accordance with
its terms;

      (b)Debtor's books and records concerning the Collateral are
kept at the principal office of Debtor;

      (c)No financing statement covering the Collateral, or any
part thereof, is currently on file with any filing officer;

      (d)No other security agreement is currently in effect and no
security interest, other than the Security Interests herein
granted, has attached to or has been perfected in the Collateral or
in any part thereof;

      (e)No dispute, right of setoff, counterclaim, or defenses
exist with respect to Debtor's title to any part of the Collateral;

     (f)  the principal place of business of Debtor is 901-B Grier
Drive, Las Vegas, Nevada 89119;

     (g)  Debtor has not acquired any of the Collateral in the past
twelve (12) months from any third party outside of the ordinary
course of business or as part of a bulk sale.

<PAGE>

     3.   Covenants.

     (a)  Debtor covenants and agrees to:

     (i)  comply with all covenants and agreements set forth
herein;

     (ii)  deliver to Secured Party, at such intervals as
Secured Party reasonably may require, such documents, lists,
descriptions, certificates, and other information as may be
necessary or proper to keep Secured Party fully informed with
respect to the description of the Collateral;

     (iii)  from time to time promptly execute and deliver to
Secured Party all such other assignments, certificates,
supplemental documents, and financing statements, and do all other
acts or things, as Secured Party may reasonably request in order to
more fully evidence and perfect the Security Interests;

     (iv)  promptly notify Secured Party of any claim, action
or proceeding which could affect Debtor's title to or materially
and adversely affect the value of the Collateral, or any part
thereof, or the effectiveness of the Security Interests, and, at
the request of Secured Party, appear in and defend, at Debtor's
expense, any such action or proceeding;

     (v) promptly, after being requested by Secured Party, pay
to Secured Party the amount of all expenses, including attorneys'
fees and other legal expenses, reasonably incurred by Secured Party
in enforcing the Security Interests; and

     (vi) do all things reasonably necessary or appropriate to
enable Secured Party to fully exercise its rights under this
Agreement;

     (b)  Debtor covenants and agrees that without the prior
written consent of Secured Party, Debtor will not:

           (i)   sell, assign, lease or transfer any of the
Collateral;

          (ii)   create in favor of anyone, except Secured Party,
any other security interest in any of the Collateral, or in any
part thereof, or otherwise encumber or permit the same to become
subject to any lien, attachment, execution, sequestration, or other
legal or equitable process which is not removed within sixty (60)
days, provided Debtor has commenced signification curative actions
within thirty (30) days;

<PAGE>

          (iii)  permit any part of the Collateral to be subjected
to any unpaid charge, including rent and taxes, or any subsequent
interest of a third party, whether such interest is created
voluntarily or involuntarily, which is not cured within sixty (60)
days, provided Debtor has commenced significant curative actions
within thirty (30) days; or 

          (iv)   remove, or permit to be removed, Debtor's records
concerning the Collateral from Debtor's offices; or

      (c)  without prior written notice to Secured Party and without
filing any amendments to any UCC Financing Statements as may be
required to retain Secured Party's perfected security interest in
the Collateral:

          (i)    change the name of the Debtor; or

          (ii)   conduct business under any name other than in the
name of the Debtor.

      4.  Default.  The occurrence of one or more of the following
events shall, at the option of Secured Party, constitute an "Event
of Default" hereunder:

     (a)  if Debtor defaults in the payment of the Note or
any installment thereof or interest thereon or any other payment
due Secured Party within five (5) days after its due date;

     (b)  if any warranty or representation of Debtor
contained herein shall be materially false or misleading when made;

     (c)  if Debtor shall cease to do business as a going
concern, or generally fail to meet its obligations as they mature;

     (d)  an event of default occurs under and as defined in
the Note or Collateral Document, Warrant Certificate or other Loan
Document;

     (e)  if any material litigation or claim is commenced
against Debtor or wherein Debtor is a party defendant or defendant
in counterclaims or cross-claims, and the claims against Debtor are
not dismissed within forty-five (45) days thereafter;

     (f)  the occurrence of any transaction in which control
of the Debtor would be transferred regardless of whether such
transaction is entered into with the consent or agreement of the
Debtor.

<PAGE>

     5.   Default Remedies.  Upon the occurrence of an Event of
Default, in addition to any and all other rights and remedies which
Secured Party may then have hereunder, herein, or under the Uniform
Commercial Code of the State of Nevada, or any other pertinent
jurisdiction (the "Code"), or otherwise, Secured Party may, at its
option:

     (a)  reduce its claim to judgment or foreclose or otherwise
enforce the Security Interests, in whole or in part, by any
available judicial procedure;

     (b)  require Debtor, upon the receipt of any revenue, income,
profits or other sums in which a security interest is granted by
this Agreement or of any check, draft, note, trade acceptance or
other instrument evidencing an obligation to pay any such sum, to
hold the same in trust for Secured Party in precisely the form
received, and to forthwith, endorse, transfer and deliver any such
sums or instruments, or both, to Secured Party for prompt
application to the payment of the Obligations in a manner
satisfactory to Secured Party; 

      (c)require Debtor to assemble and make available to Secured
Party, at the expense of Debtor, the Collateral at any place
mutually convenient to Debtor and Secured Party;

      (d)enter upon the premises wherever any evidence of the
Collateral may be, freely and without being deemed to disrupt the
peace, and take possession of any evidence of the Collateral, and
demand and receive such possession from any person or organization
which has possession thereof, and to take such measures as it may
deem necessary or proper for the care or protection thereof,
including the right to remove all or any portion of the Collateral,
and with or without taking such possession may sell or cause to be
sold, whenever Secured Party shall decide, in one or more sales or
parcels, at such price as Secured Party may deem adequate, and for
cash or, on credit or for future delivery, without assumption of
any credit risk, all or any portion of the Collateral, at any
broker's board or at public or private sale (whether such sale is
conducted by Secured Party or a private auction company hired by
Secured Party), without demand of performance or notice of
intention to sell or of time or place of sale (except ten [10] days
prior written notice to Debtor of the time and place of any public
sale or sales or of the time after which any private sale or sales
or other intended disposition is to be made and only such other
notice as may be required by applicable statute and cannot be
waived, which notice Debtor hereby acknowledges, shall be
considered commercially reasonable for all purposes), and Secured
Party or any other person may be the purchaser of all or any

<PAGE>

portion of the Collateral so sold and thereafter hold the same
absolutely, free from any claim or right of whatsoever kind,
including any equity of redemption, of Debtor, and such demand,
notice, claim, right or equity being hereby expressly waived and
released.  In any action hereunder, Secured Party shall be entitled
to the appointment of a receiver without notice, to take possession
of all or any portion of the Collateral and to exercise such powers
as the court shall confer upon the receiver.  Without limiting the
scope or definition of commercial reasonableness, Debtor agrees
that any disposition of any Collateral pursuant hereto shall be
commercially reasonable within the meaning of Section 9-504 of the
Code as in effect in the jurisdiction or jurisdictions where such
Collateral is located.
 
     (e)  at its discretion, retain the Collateral in satisfaction
of the Obligations whenever the circumstances are such that Secured
Party is entitled to do so under the Code;

     (f)  exercise any and all other rights, remedies, and
privileges it may have under the Note or any document or instrument
evidencing or securing the Note (collectively, "Loan Documents");
and

     Debtor hereby irrevocably makes, constitutes and appoints
Secured Party or any of its officers or designees its true and
lawful attorney-in-fact, upon the occurrence of an Event of Default
(A) to enforce all rights of Debtor under and pursuant to any
agreements relating to the Collateral, all for the sole benefit of
Secured Party, or (B) to enter into and perform such agreements as
may be necessary in order to carry out the provisions of this
Agreement, or to carry out the terms, covenants and conditions of
this Agreement which are required to be observed or performed by
Debtor, or (C) to execute such other and further grants, mortgages,
pledges and assignments of the Collateral as Secured Party may
reasonably require for the protecting or maintaining of the
Security Interests granted to Secured Party by this Agreement. 
Debtor hereby ratifies and confirms all that Secured Party, as such
attorney-in-fact, or its substitutes, shall do by virtue of this
power of attorney.  Debtor hereby waives all rights to marshalling
of assets or sale in inverse order of alienation, including any
such rights with respect to the Collateral.

     Secured Party shall not be responsible or liable for any
shortage, discrepancy, damage, loss or destruction of any part of
the Collateral, wherever the same may be located and regardless of
the cause thereof, unless the same shall happen through the gross
negligence or willful misconduct of Secured Party.  Secured Party
shall not, under any circumstances or in any event whatsoever, have
any liability for any error or omission or delivery of any kind
incurred with respect to any instrument received in payment for the
Collateral or for any damage resulting therefrom.  In no event
shall Secured Party be liable in any manner or for anything in
connection with this Agreement other than to account for moneys
actually received by it in accordance with the terms hereof.

<PAGE>

     6.   Application of Proceeds.  If an Event of Default shall
have occurred and be continuing, all proceeds received from the
sale or other disposition of any of the Collateral shall be applied
by Secured Party as follows:

     First:  to the payment of all costs and expenses incurred in
connection with any such sale of the Collateral, including, without
limitation, all court costs and the reasonable fees and expenses of
agents and of counsel for Secured Party in connection therewith,
and to the payment of all costs and expenses reasonably paid or
incurred by Secured Party hereunder, to the extent that such
advances, costs and expenses shall not have been paid to Secured
Party upon its demand therefor;

     Second:  to the payment or reduction of any late fees on the
Note, then the payment of interest on the Note then due and
payable, then the payment of all principal on the Note whether at
the stated maturity thereof or by acceleration or otherwise in such
order as Secured Party elects;

     Third:  to the payment in full of all other Obligations; and

     Fourth:  the balance, if any, of such proceeds remaining after
payment in full of the foregoing items shall be remitted to Debtor
or as a court of competent jurisdiction may otherwise direct.

     7.   Taxes; Financing Statements; Certificates of Title.  At
its option, Secured Party may discharge past due sales, use or
property (but not income), taxes, liens, or security interests,
registration title and license fees, assessments or other
encumbrances at any time levied or placed on any of the Collateral
and may pay for the maintenance and preservation thereof, and
Debtor agrees to reimburse Secured Party on demand for any payment
made or any expense reasonably incurred by Secured Party pursuant
to the foregoing authorization; provided, however, that nothing in
this Section or its exercise may be interpreted as excusing Debtor
from performance of any covenants or other promises with respect to
such past due taxes, liens, security interests or other
encumbrances, nor shall it be interpreted as an assumption by
Secured Party of such obligations.

     Debtor hereby authorizes Secured Party to file financing
statements and any amendments thereto or continuations thereof.

<PAGE>

     8.   Remedies Cumulative, Etc.  The rights, remedies and
benefits of Secured Party herein expressly specified are cumulative
and not exclusive of any other rights, remedies or benefits which
Secured Party may have under this Agreement, the Note, any other
Loan Document or at law, in equity, by statute or otherwise. 
Without limiting the generality of the foregoing, Secured Party
shall have all rights and remedies of a secured creditor under
Article 9 of the Uniform Commercial Code in the jurisdiction or
jurisdictions where any of the Collateral is located.

     9.   Expenses, Etc.  Debtor will pay to Secured Party all
reasonable expenses (including reasonable attorneys fees and court
costs) of, or incidental to, the enforcement of any of the
provisions of this Agreement or any actual or attempted sale, or
any exchange, enforcement, collection, compromise or settlement of
any of the Collateral or receipt of the proceeds thereof, and the
care of the Collateral and defending or asserting the rights and
claims of Secured Party in respect thereof, by litigation or
otherwise, including expenses of insurance; and all such expenses
shall be secured by this Agreement.

     10.  No Delay, Waiver, Etc.  No delay on the part of Secured
Party in exercising any power or right hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any
power or right hereunder preclude other or further exercise thereof
or the exercise of any other power or right.  Debtor hereby waives
presentment, notice of dishonor and protest of all instruments
included in or evidencing the liability of Debtor and any and all
other notices and demands whatsoever (except notices specifically
provided for herein), whether or not relating to such instruments.

     11.  Modification, Successors and Assigns, Etc.  No amendment
hereof shall be effective unless contained in a written instrument
signed by the parties hereto.  This Agreement shall be binding upon
the successors and assigns of Debtor and shall inure to the benefit
of the successors and assigns of Secured Party.

     12.  Notices, Etc.  Any notices, requests or demands hereunder
shall be deemed to have been sufficiently given when received by
the addressee if sent by prepaid certified mail, return receipt
requested, or by Federal Express or other similar overnight
delivery service where a return receipt is available, to Debtor or
Secured Party at their respective addresses as follows:

<PAGE>

                 Debtor:

     901-B Grier Drive
     Las Vegas, Nevada 89119

     Secured Party:

     409 West 10th Street
     West Point, Georgia 31833

     With a copy to:

     901-B Grier Drive
     Las Vegas, Nevada 89119

     13.  Governing Law.  This Agreement shall be deemed to be a
contract made under the laws of the State of Nevada, and shall be
governed by and construed in accordance with the laws of the State
of Nevada.

     14.  Severability.  If any provision of this Agreement is held
to be illegal, invalid, or unenforceable under present or future
laws effective during the term of this Agreement, such provision
shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Agreement.  Furthermore, in
lieu of each such illegal, invalid, or unenforceable provision
there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid, and
enforceable.

     15.  Counterparts.  This Agreement may be executed in a number
of identical counterparts, each of which for all purposes is to be
deemed an original, and all of which constitute collectively, one
agreement; but in making proof of this Agreement, it shall not be
necessary to produce or account for more than one such counterpart.

     16.  Binding Agreement.  This Agreement shall be binding upon
and inure to the benefit of Debtor, its successors and assigns, and
shall inure to the benefit of Secured Party, its successors and
assigns.

<PAGE>

      17.  Waiver of Trial by Jury.  In the event of any dispute,
misunderstanding, suit or claim related to this Agreement or any of
the Loan Documents, and if Debtor and Secured Party are unable to
resolve said dispute and it becomes necessary to enter into any
litigation to resolve such dispute or claim, Debtor hereby waives
its right to trial by jury in any suit or legal action of any kind
or nature brought by Secured Party against the Debtor related to
this Agreement or any of the Loan Documents.  Debtor further agrees
that any such litigation shall be heard by a court of appropriate
jurisdiction sitting without a jury.

      18.  Assignment by Secured Party.  This Agreement and the Note
or Loan Documents may be assigned by Secured Party without the
approval of the Debtor and the Debtor may not raise a defense to
its obligations under this Agreement, the Note or any of the Loan
Documents on the grounds that these documents have been transferred
by Secured Party to a third party.  

     IN WITNESS WHEREOF, Debtor has caused this Agreement to be
duly executed (by its authorized officers, where applicable), all
as of the day and year first above written.

                              DEBTOR:

          SPINTEKNOLOGY, INC., a Georgia
          corporation


     By: /s/ GARY L. COULTER       

     Title: President             
 

Sworn to and subscribed
before me this ____ day
of _______________, 1997.


_________________________
NOTARY PUBLIC

My Commission Expires:________