THE OFFERING IS MADE IN RELIANCE UPON THE PRIVATE PLACEMENT  EXEMPTION CONTAINED
IN SECTION  4(2) OF THE  SECURITIES  ACT OF 1933 AND  REGULATION  D  PROMULGATED
THEREUNDER.  THE  OFFERING IS MADE EITHER IN RELIANCE  UPON  SIMILAR  EXEMPTIONS
UNDER  APPLICABLE  STATE  SECURITIES LAWS OR HAS BEEN REGISTERED IN SUCH STATES.
NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  THE  STATE  SECURITIES
COMMISSIONS  HAVE REVIEWED THE MERITS OF OR APPROVED THE OFFERING OR HAVE PASSED
UPON  THE  ACCURACY  OR  ADEQUACY  OF THIS  PRIVATE  PLACEMENT  MEMORANDUM.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                6% SECURED CONVERTIBLE NOTE DUE FEBRUARY 28, 2008

                        SPINTEK GAMING TECHNOLOGIES, INC.
                            a California corporation


$_______________                Las Vegas, Nevada              February __, 1998

         Spintek  Gaming  Technologies,  Inc.,  a  California  corporation  (the
"Corporation"),  is indebted  and,  for value  received,  promises to pay to the
order of the individual or entity identified as the holder on the signature page
hereto  ("Holder") on February 28, 2008 (the "Due Date"),  upon  presentation of
this Note,  the amount set forth as the principal  amount on the signature  page
hereto (the "Principal  Amount") and to pay interest on the Principal  Amount at
the rate of six percent (6%) per annum as provided herein.

         This Note is one of a series of notes (the  "Notes")  in the  aggregate
principal  amount of up to  $5,000,000.00,  being issued by the Corporation in a
private placement transaction. ALL OF THE NOTES SHALL BE EQUAL IN RANK WITH EACH
OTHER WITH RESPECT TO THE  OBLIGATIONS  OF THE  CORPORATION  AS DESCRIBED IN THE
INTERCREDITOR  AGREEMENT AMONG THE HOLDERS.  Each Note shall be convertible into
shares of the Corporation's common stock as provided in Section 3 hereof.

         The Corporation covenants, promises and agrees as follows:

         1. Interest.  Interest which shall accrue on the Principal Amount shall
be payable in annual installments on February 28 in each calendar year until the
Principal  Amount and all  accrued and unpaid  interest  shall have been paid in
full.  If this  Note  shall be issued  on a date  other  than the first day of a
calendar month,  the interest payable shall be prorated based upon the number of
days of such calendar month period during which this Note shall have been issued
and  outstanding.  All accrued and unpaid  interest  shall be payable on the Due
Date.  The first  payment of interest  shall be made on February 28,  1999.  All
payments of principal and interest or principal or interest shall be made at the
address  of the Holder as set forth on the  signature  page  hereto,  or at such
other place as may be designated by the Holder.

         2.  Prepayment.  This Note may be prepaid  in whole or in part,  at any
time on or after March 1, 2001.
<PAGE>
         3. Conversion.

                  3.1. The Holder shall have the right, at the Holder's  option,
at any time through February 28, 2001, to convert all, but not less than all, of
the then  outstanding  Principal  Amount of this Note into such  number of fully
paid and  nonassessable  shares of Common Stock of the Corporation  (the "Common
Stock") as shall be provided for herein.  The Holder may exercise the conversion
right  provided in this Section 3.1 by giving  written  notice (the  "Conversion
Notice") to the  Corporation  of the exercise of such right and stating the name
or names in which the stock certificate or stock  certificates for the shares of
Common  Stock are to be issued and the address or  addresses to which such stock
certificates  shall be delivered.  The Conversion Notice shall be accompanied by
the Note with such transfer documents as the Corporation may reasonably request.

                  3.2.  The  number  of shares of  Common  Stock  that  shall be
issuable upon conversion of the Note shall equal 0.8% of the "Outstanding Common
Stock" (as hereinafter defined) for each $100,000 of Principal Amount; provided,
however,  that all calculations  hereunder shall be rounded to the nearest whole
shares (with  one-half  shares being rounded up), and that in the event that the
Principal Amount is not evenly divisible by $100,000,  then the number of shares
of Common Stock shall be issued pro rata.

                  3.3.   The   Corporation   shall  have  the   right,   at  the
Corporation's  option,  to  convert  all or any  part  of the  then  outstanding
Principal Amount of this Note into such number of fully-paid and  non-assessable
shares of Common Stock of the Corporation as determined  pursuant to Section 3.2
hereof beginning at the earliest of:

         (i) the day immediately following the conversion to Common Stock of all
Series A Preferred  Stock of the  Corporation  which was outstanding on March 1,
1998;

         (ii) upon the  closing  of the  public  offering  of the  Corporation's
securities yielding to the Corporation net proceeds of not less than $5,000,000,
or

         (iii) March 1, 2000.

The  Corporation's  right to  convert  this Note  shall  expire in all events on
February  28,  2001.  In the event that the  Corporation  elects to convert this
Note, the Corporation  may do so without any notice to the Holder,  although the
Corporation shall, within three business days following  conversion,  notify the
Holder that the conversion has occurred, the effective date of the conversion, a
summary  of the  shares  of  Common  Stock to be  delivered  in  respect  of the
conversion,  as well as a summary of any  accrued  and unpaid  interest  that is
payable through the date of conversion. In the event that the Corporation elects
to  convert  this Note  pursuant  to the  provisions  of  subsection  (ii),  the
conversion shall be effective as of the day immediately preceding the closing of
the public offering,  and the Holders shall not be entitled to any recalculation
of the amount of shares to be issued upon  conversion as provided in Section 3.6
hereof.

                                       2
<PAGE>
                  3.4.  Conversion  shall be deemed to have been effected on the
date (the  "Conversion  Date") (i) that the  Conversion  Notice is delivered (if
conversion is pursuant to Section 3.2),  (ii)  designated by the  Corporation in
its notice to the Holder if conversion is pursuant to Sections  3.3(i) or (iii),
or (iii) the first business day immediately  preceding the closing of the public
offering if conversion is pursuant to Section 3.3(ii).  Within ten business days
following the Conversion  Date, the Corporation  shall issue and deliver by hand
against a signed receipt  therefor or by United States  registered  mail, to the
address  designated  by the  Holder  in the  Conversion  Notice  or the  address
included herein if there is no Conversion Notice, a stock certificate,  or stock
certificates  of the  Corporation  representing  the  number of shares of Common
Stock to which such  Holder is entitled  and a check in payment of all  interest
accrued  and  unpaid  on the  Note  up to and  including  the  Conversion  Date.
Notwithstanding the foregoing,  in the event that a conversion has been effected
pursuant to Section 3.3 hereof,  the  Corporation  may defer the delivery of the
stock certificate or stock certificates  described herein until such time as the
Holder has  delivered to the  Corporation  the Note and that the Holder may give
written notice to the Corporation at the time of the delivery of the Note of the
name or names in which  the  stock  certificate  or stock  certificates  for the
shares of Common  Stock are to be issued and the address or  addresses  to which
such  stock  certificates  shall  be  delivered;  provided,  however,  that  the
Corporation may issue such certificates to the Holder at any time if at the time
of issuance no direction has been given.

                  3.5. For the purposes of this Section 3, the term "Outstanding
Common  Stock"  shall  refer to the number of shares of Common  Stock  which are
outstanding  immediately  subsequent to the conversion  being made by the Holder
herein.  The Outstanding  Common Stock shall also include shares of Common Stock
being issued upon conversion of any other of the Notes which are being converted
as of the same  Conversion  Date, as well as shares of Common Stock which, as of
the Conversion Date, may be acquired by any individual or entity pursuant to any
then currently  exercisable stock option or warrant agreement (without regard to
any  adjustment  that would result from the  conversion  of the Notes),  but not
including  any  shares of Common  Stock  subject  to  issuance  pursuant  to any
outstanding  convertible  security (including other Notes not being converted at
that time).

                  3.6.  Except with respect to a conversion of the Note pursuant
to Section 3.3(ii) and 3.7 hereof,  on the earlier of (i) the first business day
following the first  business day on which all Notes have been converted and all
shares of the Company's Series A Preferred Stock which were outstanding on March
1, 1998 have been converted into Common Stock of the Corporation,  or (ii) March
1, 2001,  regardless of any prior  conversion of the Note the Corporation  shall
recalculate any conversions  made hereunder  assuming that such conversions were
made on such  date and shall  recalculate  the  number of shares of  outstanding
Common Stock as of such date.  Within ten (10)  business  days  thereafter,  the
Corporation shall issue to the Holder hereof a summary of such calculations and,
if additional shares of Common Stock are issuable to the Holder, the Corporation
shall  deliver by hand against a signed  receipt  therefore or by United  States
registered  mail,  to the  address  designated  by the  Holder to the last known
address  of the  Holder,  a stock  certificate,  or stock  certificates,  of the
Corporation  represent the number of shares of Common Stock to which such Holder
is entitled.

                  3.7   In   case   of   any   capital    reorganization,    any
reclassification of the stock of the

                                       3
<PAGE>
Corporation  (other  than  as a  result  of a stock  dividend  or
subdivision, split up or combination of shares), or any share exchange by or the
consolidation or merger of the Corporation with or into another person or entity
(other than a share exchange or merger in which the Corporation is the acquiring
or surviving  corporation  and which does not result in any change in the Common
Stock) or of the sale, exchange,  lease, transfer or other disposition of all or
substantially all of the properties and assets of the Corporation as an entirety
or the participation by the Corporation in share exchange as the corporation the
stock of which is to be acquired,  this Note shall  (effective on the opening of
business  on  the  date  after  the  effective  date  of  such   reorganization,
reclassification,  consolidation,  merger, sale or exchange,  lease, transfer or
other  disposition  or share  exchange) be converted into the kind and number of
shares of stock or other  securities  or property of the  Corporation  or of the
corporation  resulting  from such  consolidation  or surviving such merger or to
which such  properties  and assets  shall  have been  sold,  exchanged,  leased,
transferred or otherwise  disposed or which was the corporation whose securities
were exchanged for those of the  Corporation,  to which the holder of the number
of shares of Common  Stock  deliverable  (at the close of  business  on the date
immediately    preceding   the   effective   date   of   such    reorganization,
reclassification,  consolidation,  merger,  sale, exchange,  lease,  transfer or
other  disposition or share  exchange)  upon  conversion of this Note would have
been entitled upon such reorganization, reclassification, consolidation, merger,
sale,  exchange,  lease,  transfer or other  disposition or share exchange.  The
provisions   of  this   Section  3.7  shall   similarly   apply  to   successive
reorganizations,  reclassifications,  consolidations, mergers, sales, exchanges,
leases, transfers or other dispositions or other share exchanges. The provisions
of Section 3.6 shall not apply to a conversion pursuant to this Section 3.7.

                  3.8. The  Corporation  shall pay all  transactional  taxes and
charges  attributable  to the  issuance  or  delivery  of shares of stock of the
Corporation upon conversion;  provided,  however, that the Corporation shall not
be  required  to pay any taxes  which may be payable in respect of any  transfer
involved in the  issuance or  delivery of any  certificate  for such shares in a
name other than that of the record holder of this Note.

         4.  Security.  This Note is  secured  by a  Collateral  Assignment  and
Security   Agreement  of  even  date  herewith  from   Spinteknology,   Inc.,  a
wholly-owned   second  tier  subsidiary  of  the   Corporation   (the  "Security
Agreement"),  conveying  to the  Holder,  as well as all of the  Holder's of the
Notes,  a security  interest and  collateral  assignment  of all of the patents,
unpatented  inventions,  patent applications,  patent interference  proceedings,
trade secrets, rights under technology, licenses, choses-in-action,  information
contained in computer  media and  derivatives  thereof,  including  the right to
make, use and vend  good-utilizing of the foregoing,  together with all cash and
non-cash  proceeds and products thereof (the  "Collateral").  In addition to the
Security  Agreement,  the  terms  to the  collateral  are  governed  by a Patent
Collateral Assignment as well as an Intercreditor  Agreement amongst the Holders
of the Notes.

         5. Default.  Subject to the provisions of the Intercreditor  Agreement,
upon  the  occurrence  of an  Event  of  Default,  as  defined  in the  Security
Agreement, at 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  
                                       4

<PAGE>
stated  in this Note or the  documents  which  now or  hereinafter  collectively
evidence  or  secure  the loan  evidenced  by the Note  (collectively  the "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 and 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 shall, at Holder's option, bear
interest at the default rate stated below.

         6.  Transfer.  This  Note  shall  be  transferred  on the  books of the
Corporation only by the registered  holder hereof or by his or her attorney duly
authorized  in writing or by  delivery  to the  Corporation  of a duly  executed
Assignment  substantially  in the form attached  hereto as Exhibit A. Subject to
compliance  with  applicable  federal and state  securities  laws and the notice
provisions of the Intercreditor  Agreement  amongst the Corporation,  Holder and
the other Holders of the Notes,  the Corporation  shall be entitled to treat any
holder  of record of the Note as the  holder  in fact  thereof  and shall not be
bound to recognize  any  equitable or other claim to or interest in this Note in
the name of any other  person,  whether  or not it shall  have  express or other
notice thereof, save as expressly provided by the laws of the State of Georgia.

         7. Notices.  All notices and communications under this Note shall be in
writing  and shall be either  delivered  in  person or  accompanied  by a signed
receipt therefor or mailed  first-class  United States  certified mail,  postage
prepaid,  and addressed as follows:  if to the Corporation,  to 901 Grier Drive,
Suite B, Las  Vegas,  Nevada  89119 and,  if to the Holder of this Note,  to the
address of such Holder as it appears on the signature page hereto. Any notice of
communication shall be deemed given and received as of the date of such delivery
or mailing.

         8. Miscellaneous.

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

                  8.2.  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.

                  8.3.  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  

                                       5
<PAGE>
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 the Corporation in
connection with this Note. The Corporation 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 the
Corporation,  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 the Corporation.

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

                  8.5. 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 nine
percent (9%) 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.

                  8.6. The  Corporation  hereby waives demand for payment of any
of the indebtedness or performance of any of the obligations  hereby  evidenced,
and protest and notice of  dishonor or of default to the  Corporation  or to any
other party with respect to the indebtedness.

                  8.7. The liability of the Corporation 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.   The
Corporation  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.

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

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

                                       6
<PAGE>
prohibited by the terms of this Note or the other documents.

                  8.10.  All  notices to the  Corporation  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.

         9.  Governing  Law.  This Note shall be governed by and  construed  and
enforced  in  accordance  with  the  laws of the  State of  Georgia,  or,  where
applicable, the laws of the United States.

         IN WITNESS WHEREOF, the Corporation has caused this Note to be executed
and sealed by its duly authorized officers.

ATTEST:                                 SPINTEK GAMING TECHNOLOGIES, INC.


                                        By: _______________________________
_________________, Secretary               Gary Coulter, President

                                                        [CORPORATE SEAL]

HOLDER: ______________________________

ADDRESS:______________________________
        ______________________________

PRINCIPAL AMOUNT: $___________________

T.I.N.#___________________________________




                                       7
<PAGE>


                                    EXHIBIT A

                                   ASSIGNMENT

         FOR   VALUE    RECEIVED,    the    undersigned    hereby   assigns   to
______________________,  the within Secured  Convertible  Note of Spintek Gaming
Technologies,  Inc.,  and  hereby  irrevocably  appoints  _____________________,
Attorney,  to transfer  said Note on the books of the within named  corporation,
with full power of substitution in the premises.

         IN WITNESS  WHEREOF,  the  undersigned  has executed this Assignment on
this _____ day of __________, 199__.

WITNESS:

_______________________________              ________________________