AGREEMENT OF MERGER AND PLAN OF REORGANIZATION


         THIS AGREEMENT OF MERGER  ("Agreement") is entered into as of this ____
day of  _________________,  1997, between Spintek Gaming  Technologies,  Inc., a
California corporation ("Old Spintek") and Spintek Gaming Technologies,  Inc., a
Nevada corporation ("New Spintek").

         WHEREAS,  the Boards of  Directors  of Old Spintek and New Spintek have
resolved that Old Spintek be merged pursuant to the Nevada Revised  Statutes and
the California  Corporations Code into a single  corporation  existing under the
laws of the State of Nevada,  to wit, New Spintek,  which shall be the surviving
corporation   ("Surviving   Corporation")  in  a  transaction  qualifying  as  a
reorganization  within  the  meaning  of Section  368(a)(1)(F)  of the  Internal
Revenue Code; and

         WHEREAS,  the authorized  capital stock of Old Spintek  consists of One
Hundred Million  (100,000,000)  shares of common stock with a par value of $.002
per share  (hereinafter  referred to as "Old Spintek  Common  Stock"),  of which
17,187,232 shares are issued and outstanding, and One Hundred Thousand (100,000)
shares of preferred  stock  (hereinafter  referred to as "Old Spintek  Preferred
Stock"), of which 8,741 shares are issued and outstanding; and

         WHEREAS,  the authorized  capital stock of New Spintek  consists of One
Hundred Million  (100,000,000)  shares of common stock with a par value of $.002
per share (hereinafter referred to as "New Spintek Common Stock"), 100 shares of
which are issued and outstanding,  and One Hundred Thousand  (100,000) shares of
preferred stock (hereinafter  referred to as "New Spintek Preferred Stock"),  of
which no shares are issued and outstanding; and

         WHEREAS,  the  respective  Boards of  Directors  of Old Spintek and New
Spintek have approved the merger upon the terms and conditions  hereinafter  set
forth and have approved this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
agreements, provisions, and covenants herein contained, the parties hereto agree
as follows:

                                    ARTICLE I

                                     MERGER

         1.1 THE MERGER.  In accordance with the Nevada Revised Statutes and the
California  Corporations  Code,  Old Spintek shall be, at the Effective Date (as
hereinafter  defined),  merged  (hereinafter  called  "Merger")  into  a  single
corporation existing under the laws of the State of Nevada, to wit, New Spintek,
which shall be the Surviving Corporation.

         1.2 OLD SPINTEK STOCKHOLDERS' MEETING. Old Spintek shall call a meeting
of its  stockholders to be held in accordance  with the California  Corporations
Code  at  the  earliest  practicable  date,  upon  due  notice  thereof  to  its
stockholders  to consider and vote upon,  among other matters,  adoption of this
Agreement.

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         1.3 ACTION BY OLD SPINTEK AS SOLE  STOCKHOLDER  OF NEW  SPINTEK.  On or
before  ________________,  Old Spintek,  as the sole stockholder of New Spintek,
shall adopt this Agreement in accordance with the Nevada Revised Statutes.

         1.4 FILING OF CERTIFICATE OF MERGER;  EFFECTIVE DATE. If this Agreement
is adopted by the  stockholders of Old Spintek in accordance with the California
Corporations Code, adopted by Old Spintek as the sole stockholder of New Spintek
in  accordance  with the Nevada  Revised  Statutes,  and this  Agreement  is not
thereafter,  and has not theretofore been,  terminated or abandoned as permitted
by the  provisions  hereof,  then a  Certificate  of  Merger  shall be filed and
recorded in accordance  with the Nevada Revised  Statutes and Articles of Merger
shall be filed in accordance with the California  Corporations  Code. The Merger
shall  become  effective  on the date both of the above  filings  are  completed
("Effective Date").

         1.5 CERTAIN  EFFECTS OF MERGER.  On the  Effective  Date,  the separate
existence of Old Spintek  shall cease,  and Old Spintek shall be merged into New
Spintek which, as the Surviving Corporation,  shall succeed Old Spintek, without
other  transfer,  to all the rights and  property  of Old  Spintek  and shall be
subject to all the debts, obligations and liabilities of Old Spintek in the same
manner as if the Surviving  Corporation  had itself incurred them; all rights of
creditors  and all liens upon the property of Old Spintek and New Spintek  shall
be preserved unimpaired.

                                   ARTICLE II

                            THE SURVIVING CORPORATION

         2.1  NAME  OF  SURVIVING   CORPORATION.   The  name  of  the  Surviving
Corporation   from  and  after  the  Effective  Date  shall  be  Spintek  Gaming
Technologies, Inc.

         2.2 CERTIFICATE OF  INCORPORATION.  The Certificate of Incorporation of
New Spintek, as in effect on the date hereof, shall from and after the Effective
Date be, and continue to be, the Certificate of  Incorporation  of the Surviving
Corporation until changed or amended as provided by law.

         2.3 BYLAWS. The Bylaws of New Spintek,  as in effect immediately before
the Effective Date,  shall from and after the Effective Date be, and continue to
be, the Bylaws of the Surviving Corporation until amended as provided therein.

         2.4 DIRECTORS  AND OFFICERS.  The Directors and officers of Old Spintek
on the Effective  Date shall be and become  Directors and officers,  holding the
same titles and positions,  of New Spintek on the Effective  Date, and after the
Effective Date shall serve in accordance with the Bylaws of New Spintek.

         2.5 FURTHER ASSURANCES. The officers and Directors of Old Spintek shall
execute and deliver such deeds and other  instruments,  and there shall be taken
or  cause to be  taken  by them  such  further  and  other  action,  as shall be
appropriate  or  necessary in order to vest or perfect in or to confer of record
or  otherwise  in New Spintek the title to and  possession  of all the  property
interests,  assets,  rights,  privileges,  immunities,  powers,  franchises  and
authority of Old Spintek, and otherwise


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to carry out the  purposes  and intent of this  Agreement,  and the officers and
Directors of New Spintek are fully  authorized  in the name and on behalf of Old
Spintek or otherwise to take any and all such actions and to execute and deliver
any and all such deeds and other instruments.

                                   ARTICLE III

                       STATUS AND CONVERSION OF SECURITIES

         3.1 OLD SPINTEK  COMMON STOCK.  Each share of Old Spintek  Common Stock
which shall be issued and  outstanding  immediately  before the  Effective  Date
shall, by virtue of the Merger and without any action on the part of the holders
thereof,  be  converted at the  Effective  Date into one fully paid share of New
Spintek Common Stock, and outstanding  certificates  representing  shares of Old
Spintek  Common Stock shall  thereafter  represent  shares of New Spintek Common
Stock.

         3.2 OLD SPINTEK  PREFERRED STOCK.  Each share of Old Spintek  Preferred
Stock which shall be issued and  outstanding  immediately  before the  Effective
Date  shall,  by virtue of the Merger and  without any action on the part of the
holder thereof,  be converted at the Effective Date into one fully paid share of
New Spintek Preferred Stock, and outstanding certificates representing shares of
Old Spintek  Preferred Stock shall  thereafter  represent  shares of New Spintek
Preferred Stock.

         3.3 STOCK  CERTIFICATES.  On and after the Effective  Date,  all of the
outstanding  certificates  which  prior to that time  represented  shares of Old
Spintek  shall be  deemed  for all  purposes  to  evidence  ownership  of and to
represent  shares  of New  Spintek  and  to  which  the  shares  of Old  Spintek
represented by such  certificates  have been converted as herein  provided.  The
registered  owner on the books and records of Old Spintek or its transfer  agent
of any such  outstanding  stock  certificate  shall have and shall be  entitled,
until such  certificate  shall have been  surrendered  for transfer or otherwise
accounted  for to New Spintek or its transfer  agent,  to exercise any voting or
other  rights with  respect to and receive any  dividend or other  distributions
upon the shares of New Spintek  evidenced  by such  outstanding  certificate  as
provided above.

         3.4 OPTIONS AND WARRANTS.  Each option or warrant to purchase shares of
Old Spintek  Common Stock  granted by Old Spintek  which is  outstanding  on the
Effective Date shall, by virtue of the Merger and without any action on the part
of the holder, be converted into and become an option or warrant to purchase the
same number of shares of New Spintek  Common Stock at the same option or warrant
price per share,  and upon the same terms and subject to the same  conditions as
set forth in the Old Spintek option plan or warrant  agreements under which such
options or warrants were granted,  as in effect on the Effective Date. As of the
Effective  Date,  the Old Spintek stock option plan shall become the New Spintek
stock option plan and all  obligations  of the Old Spintek under the Old Spintek
stock  option plan shall be assumed by New  Spintek  including  all  outstanding
options  granted  pursuant  to the stock  option  plan.  Upon  approval  of this
Agreement by  stockholders of Old Spintek and New Spintek,  the  shareholders of
Old Spintek and New Spintek  shall be deemed to have  adopted and  approved  the
assumption of the Old Spintek stock option plan and warrant  agreements  granted
by Old  Spintek  by New  Spintek  under  the same  terms and  conditions  of Old
Spintek's stock option plan and warrant agreements.


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         3.5  OTHER  EMPLOYEE  BENEFIT  PLANS.  Upon  the  Effective  Date,  the
obligations of Old Spintek under or with respect to every plan,  trust,  program
and benefit then in effect or  administered  by Old Spintek on behalf or for the
benefit of the officers and employees of Old Spintek,  including  plans,  trust,
programs and benefits  administered by Old Spintek in which  subsidiaries of Old
Spintek,  their  officers and employees  currently are permitted to  participate
(the  "Employee  Benefit  Plans"),  shall become the lawful  obligations  of New
Spintek and shall be implemented and administered in the same manner and without
interruption  until  the same are  amended  or  otherwise  lawfully  altered  or
terminated.

         3.6 NEW  SPINTEK  COMMON  STOCK  HELD BY OLD  SPINTEK.  All  issued and
outstanding  shares of New Spintek Common Stock held by Old Spintek  immediately
before the  Effective  Date shall,  by virtue of the Merger and at the Effective
Date,  cease  to  exist  and  certificates  representing  such  shares  shall be
cancelled.

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1  ABANDONMENT.  This  Agreement of Merger may be terminated  and the
proposed  Merger  abandoned at any time before the Effective Date of the Merger,
and  whether  before  or after  approval  of this  Agreement  of  Merger  by the
shareholders of Old Spintek,  if the Board of Directors of Old Spintek or of the
Surviving  Corporation  duly adopt a  resolution  abandoning  this  Agreement of
Merger.

         4.2  AMENDMENT.  Prior to shareholder  approval,  this Agreement may be
amended in any manner as may be  determined  in the  judgment of the  respective
Boards of Directors of New Spintek and Old Spintek.  After shareholder approval,
this Agreement may be amended in any manner (except  sections 3.1, 3.2, 3.3, and
any of the other principal terms that may not be amended without the approval of
the  shareholders  of Old Spintek) as may be  determined  in the judgment of the
respective  Boards of Directors of New Spintek and Old Spintek to be  necessary,
desirable or expedient in order to clarify the  intention of the parties  hereto
or to effect or to facilitate the purposes and intent of this Agreement.

         4.3  COUNTERPARTS.  For the  convenience  of the parties  hereto and to
facilitate  the filing of this Agreement of Merger,  any number of  counterparts
hereof  may be  executed,  and each  such  counterpart  shall be deemed to be an
original instrument.


         IN WITNESS WHEREOF, this Agreement has been executed by Old Spintek and
New Spintek all on the date first above written.


                                       SPINTEK GAMING TECHNOLOGIES, INC.,
                                       a California corporation


                                       By: ______________________________
                                           Title:President


                                       By: ______________________________
                                           Title:Secretary




                                       SPINTEK GAMING TECHNOLOGIES, INC.,
                                       a Nevada corporation


                                       By: ______________________________
                                           Title:President


                                       By: ______________________________
                                           Title:Secretary