2


                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                   OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                   QUALIFICATIONS, LIMITATIONS, RESTRICTIONS,
                   AND OTHER DISTINGUISHING CHARACTERISTICS OF
                            SERIES A PREFERRED STOCK

                                       OF

                        SPINTEK GAMING TECHNOLOGIES, INC.

It is hereby certified that:

         1.       The  name  of  the  corporation   (hereinafter   called  the 
"Corporation")  is  SPINTEK  GAMING TECHNOLOGIES, INC. a Nevada corporation.

         2. The articles of  incorporation  of the  Corporation  authorizes  the
issuance  of 100,000  shares of  Preferred  Stock,  no par value per share,  and
expressly  vests in the Board of  Directors  of the  Corporation  the  authority
provided therein to issue any or all of said shares in one or more series and by
resolution or resolutions to establish the designation,  number, full or limited
voting  powers,  or the  denial  of voting  powers,  preferences  and  relative,
participating,  optional,  and  other  special  rights  and the  qualifications,
limitations,  restrictions,  and other  distinguishing  characteristics  of each
series to be issued.

         3. The Board of Directors  designated  Fifteen Thousand (15,000) of the
One Hundred  Thousand  (100,000)  authorized  shares of  Preferred  Stock of the
Corporation as Series A Preferred Stock.

         4. None of the shares  designated  Series A  Preferred  Stock have been
issued prior to this Certificate of Determination.

         5. The Board of Directors of the Corporation, pursuant to the authority
expressly  vested in it as  aforesaid,  has  adopted the  following  resolutions
creating a Series A issue of Preferred Stock:

         RESOLVED,  that 15,000 of the 100,000  authorized  shares of  Preferred
Stock of the  Corporation  shall be  designated  Series A  Preferred  Stock (the
"Series A Preferred  Stock") and shall  possess  the rights and  privileges  set
forth below:

                  A.       Dividends.

          (i) The  holder  of each  issued  and  outstanding  share of  Series A
     Preferred  Stock shall be entitled to receive,  when and as declared by the
     Board  of  Directors  of the  Corporation,  out of the  assets  at the time
     legally  available  for  such  purpose,  dividends  at a rate  of 4% of the
     liquidation  preference  per  annum,  payable  in  cash or in  stock.  Such
     dividends  shall not be  cumulative  and no right to such  dividends  shall
     accrue to  holders  of Series A  Preferred  Stock  


<PAGE>
     unless declared by the Corporation's Board of Directors. No dividends shall
     be declared or paid with respect to the  Corporation's  Common Stock (other
     than a dividend payable solely in Common Stock of the Corporation), or upon
     any other  class of  Preferred  Stock of the  Corporation  with a  dividend
     preference subordinate to the dividend preference of the Series A Preferred
     Stock,  unless a  dividend  of equal or  greater  amount  per  share (on an
     as-if-converted  to Common  Stock  basis) is first  declared  and paid with
     respect to the Series A Preferred Stock.

          (ii) No  dividends  shall be paid on the Series A  Preferred  Stock at
     such time as:

               (a) such payment would violate Nevada law; or

               (b) such payment would impair the net capital or other  financial
          requirements applicable to the Corporation established by the National
          Association of Securities  Dealers,  Inc., the Securities and Exchange
          Commission,  or any other  state or federal  securities  authority  or
          agency, any state or federal  commodities  authority or agency, or any
          commodities or securities exchange.

                  B.       Liquidation Preference.

          (i) In the event of any liquidation,  dissolution or winding-up of the
     Corporation, either voluntary or involuntary (a "Liquidation"), the holders
     of shares of the Series A Preferred Stock then issued and outstanding shall
     be entitled to be paid out of the assets of the  Corporation  available for
     distribution  to  its  shareholders,   whether  from  capital,  surplus  or
     earnings,  before any payment shall be made to the holders of shares of the
     Common Stock or upon any other series of Preferred Stock of the Corporation
     with a liquidation  preference subordinate to the liquidation preference of
     the Series A  Preferred  Stock,  an amount  equal to one  thousand  dollars
     ($1,000) per share. If, upon any Liquidation of the Corporation, the assets
     of the Corporation  available for distribution to its shareholders shall be
     insufficient  to pay the holders of shares of the Series A Preferred  Stock
     and the holders of any other series of Preferred  Stock with a  liquidation
     preference  equal to the  liquidation  preference of the Series A Preferred
     Stock the full amounts to which they shall  respectively be entitled,  then
     the  holders of shares of the Series A  Preferred  Stock and the holders of
     any other series of Preferred Stock with  liquidation  preference  equal to
     the  liquidation  preference of the Series A Preferred  Stock shall receive
     all of the assets of the Corporation  available for  distribution  and each
     such  holder of shares of the Series A  Preferred  Stock and the holders of
     any other series of Preferred Stock with a liquidation  preference equal to
     the  liquidation  preference  of the Series A  Preferred  Stock shall share
     ratably  in any  distribution  in  accordance  with  the  amounts  due such
     shareholders.  After  payment shall have been made to the holders of shares
     of the Series A  Preferred  Stock of the full amount to which they shall be
     entitled,  as  aforesaid,  the  holders of shares of the Series A Preferred
     Stock shall be entitled to no further distributions thereon and the holders
     of shares of the Common Stock and of shares of any other series of stock of
     the Corporation  shall be entitled to share,  according to their respective
     rights  and  preferences,  in  all  remaining  assets  of  the  Corporation
     available for distribution to its shareholders.

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<PAGE>
          (ii) A merger or  consolidation  of the  Corporation  with or into any
     other corporation,  or a sale, lease,  exchange,  or transfer of all or any
     part of the assets of the Corporation which shall not in fact result in the
     liquidation (in whole or in part) of the  Corporation and the  distribution
     of its assets to its shareholders  shall not be deemed to be a voluntary or
     involuntary liquidation (in whole or in part),  dissolution,  or winding-up
     of the Corporation.

                  C.       Conversion of Series A Preferred Stock.

                           The  holders of Series A  Preferred  Stock shall have
the following conversion rights:

          (i) Right to Convert.  Each share of Series A Preferred Stock shall be
     convertible, on the Conversion Dates and at the Conversion Prices set forth
     below, into fully paid and nonassessable shares of Common Stock.

          (ii) Mechanics of Conversion.  Each holder of Series A Preferred Stock
     who desires to convert the same into shares of Common  Stock shall  provide
     notice ("Conversion Notice") via telecopy to the Corporation.  The original
     Conversion  Notice and the  certificate or  certificates  representing  the
     Series  A  Preferred  Stock  for  which  conversion  is  elected,  shall be
     delivered to the Corporation by international  courier, duly endorsed.  The
     date upon which a Conversion Notice is properly received by the Corporation
     shall be a "Notice Date."

         The Corporation  shall use all reasonable  efforts to issue and deliver
within three (3) business days after the Notice Date, to such holder of Series A
Preferred  Stock  at  the  address  of the  holder  on the  stock  books  of the
Corporation,  a certificate or  certificates  for the number of shares of Common
Stock to which the holder  shall be entitled  as  aforesaid;  provided  that the
original  shares of Series A Preferred Stock to be converted are received by the
transfer  agent or the  Corporation  within three business days after the Notice
Date and the person or persons  entitled to receive  the shares of Common  Stock
issuable  upon such  conversion  shall be treated for all purposes as the record
holder or holders of such shares of Common  Stock on such date.  If the original
shares of Series A  Preferred  Stock to be  converted  are not  received  by the
transfer  agent or the  Corporation  within three business days after the Notice
Date, the Conversion Notice shall become null and void.

          (iii)  Conversion  Dates.  The Series A Preferred  Stock shall  become
     convertible  into shares of Common Stock at any time commencing  forty-five
     (45) days  after the last day on which  there is an  original  issuance  of
     Series A Preferred Stock (the "Conversion Date").

          (iv) Conversion Price. Each share of Series A Preferred Stock shall be
     convertible  into the  number of shares of Common  Stock  according  to the
     following formula:

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 <PAGE>
                        [(.04) (N/365) (1,000)] + 1,000
                         -------------------------------
                                Conversion Price

         N =        the number of days  between  (i) the date of issuance of the
                    Series A  Preferred  Stock and (ii) the  applicable  date of
                    conversion  for the  Series  A  Preferred  Stock  for  which
                    conversion is being elected.

        Conversion
        Price =     the average  closing bid price of the  Corporation's  Common
                    Stock for the five (5) trading  days  immediately  preceding
                    the Notice Date.

          (v)  Automatic  Conversion.  Each  share of Series A  Preferred  Stock
     outstanding  on December 31, 1999  automatically  shall be  converted  into
     Common  Stock on such date as the  Conversion  Price  then in  effect,  and
     December  31,  1999 shall be deemed to be the Notice  Date with  respect to
     such conversion. The Company shall have no right to force conversion of any
     outstanding shares of Series A Preferred Stock prior to December 31, 1999.

          (vi) Fractional  Shares.  No fractional share shall be issued upon the
     conversion of any shares,  share or fractional  share of Series A Preferred
     Stock. All shares of Common Stock (including  fractions  thereof)  issuable
     upon  conversion  of shares (or  fractions  thereof)  of Series A Preferred
     Stock by a holder  thereof shall be aggregated  for purposes of determining
     whether the  conversion  would  result in the  issuance  of any  fractional
     share.  If, after the  aforementioned  aggregation,  the  conversion  would
     result  in the  issuance  of a  fraction  of a share of Common  Stock,  the
     Corporation  shall, in lieu of issuing any fractional share, pay the holder
     otherwise  entitled to such fraction a sum in cash equal to the closing bid
     price of the  Corporation's  Common Stock on the Notice Date  multiplied by
     such fraction.

          (vii)  Reservation of Stock Issuable Upon Conversion.  The Corporation
     shall at all times  reserve and keep  available out of its  authorized  but
     unissued  shares of Common  Stock,  solely for the purpose of effecting the
     conversion  of the shares of the Series A Preferred  Stock,  such number of
     its  shares of Common  Stock as shall  from time to time be  sufficient  to
     effect  the  conversion  of all then  outstanding  shares  of the  Series A
     Preferred  Stock;  and if at any time the number of authorized but unissued
     shares of Common Stock shall not be sufficient to effect the  conversion of
     all  then  outstanding   shares  of  the  Series  A  Preferred  Stock,  the
     Corporation will take such corporate action as may be necessary to increase
     its authorized but unissued shares of Common Stock to such number of shares
     as shall be sufficient for such purpose.

          (viii) Adjustment to Conversion Price.

               (a) If,  prior  to the  conversion  of all  shares  of  Series  A
          Preferred Stock at a time when  conversion  would be at the Conversion
          Price, there is a stock split, stock dividend,  or other similar event
          which  occurs  during the  five-day  period  utilized  to compute  the
          Conversion  Price,  then the  Closing  Bid Price used to  compute  the
          Conversion Price shall be appropriately adjusted to reflect, as deemed
          equitable and appropriate by the Corporation,  such 

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<PAGE>
          stock split, stock dividend or other similar event.

               (b) If,  prior  to the  conversion  of all  shares  of  Series  A
          Preferred Stock, there shall be any merger, consolidation, exchange of
          shares, recapitalization, reorganization, or other similar event, as a
          result of which  shares of Common  Stock of the  Corporation  shall be
          changed  into the same or a different  number of shares of the same or
          another class or classes of stock or securities of the  Corporation or
          another  entity,  then the holders of Series A  Preferred  Stock shall
          thereafter  have the right to purchase and receive upon  conversion of
          shares of Series A Preferred Stock,  upon the basis and upon the terms
          and  conditions  specified  herein and in lieu of the shares of Common
          Stock immediately theretofore issuable upon conversion, such shares of
          stock and/or securities as may be issued or payable with respect to or
          in  exchange  for the  number of shares  of Common  Stock  immediately
          theretofore  purchasable  and receivable upon the conversion of shares
          of Series A  Preferred  Stock held by such  holders  had such  merger,
          consolidation,  exchange of shares, recapitalization or reorganization
          not taken place, and in any such case appropriate  provisions shall be
          made with  respect to the rights and  interests  of the holders of the
          Series  A  Preferred  Stock  to the end  that  the  provisions  hereof
          (including,  without  limitation,  provisions  for  adjustment  of the
          Conversion  Price and of the number of shares issuable upon conversion
          of the Series A Preferred  Stock) shall  thereafter be applicable,  as
          nearly as may be  practicable  in  relation  to any shares of stock or
          securities  thereafter  deliverable  upon  the  exercise  hereof.  The
          Corporation shall effect any transaction  described in this subsection
          unless  the  resulting  successor  or  acquiring  entity  (if  not the
          Corporation)  assumes by written  instrument the obligation to deliver
          to the  holders of the Series A  Preferred  Stock such shares of stock
          and/or securities as, in accordance with the foregoing provisions, the
          holders of the Series A Preferred Stock may be entitled to purchase.

               (c) If any  adjustment  under  this  subsection  would  create  a
          fractional  share of Common  Stock or a right to acquire a  fractional
          share of Common Stock,  such fractional share shall be disregarded and
          the number of shares of Common Stock issuable upon conversion shall be
          the next higher number of shares.

                  D.    Redemption.

          (i) Right to Redeem on  Conversion.  The  Corporation  shall  have the
     right,  in its sole  discretion,  upon  receipt  of a notice of  conversion
     pursuant to Section C, to redeem in whole or in part any shares of Series A
     Preferred Stock submitted for conversion,  immediately prior to conversion.
     If the  Corporation  elects to redeem  some,  but not all, of the shares of
     Series A Preferred Stock submitted for  conversion,  the Corporation  shall
     redeem from among the shares of Series A Preferred  Stock  submitted by the
     various  shareholders  for  conversion on the  applicable  date, a pro-rata
     amount from each  shareholder  so  submitting  shares of Series A Preferred
     Stock for conversion.

          (ii)  Mechanics of Redemption on  Conversion.  The  Corporation  shall
     effect each such redemption by giving notice of its election to redeem,  by
     facsimile within 1 business day following receipt of a notice of conversion
     from a Holder,  with a copy by 2-day  courier,  to the  Holder of shares of
     Series A  Preferred  Stock  submitted  for  conversion  at the  

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<PAGE>
     address and facsimile number of such Holder appearing in the  Corporation's
     register for the Series A Preferred  Stock.  Such  redemption  notice shall
     indicate  whether the Corporation  will redeem all or part of the shares of
     Series A  Preferred  Stock  submitted  for  conversion  and the  applicable
     redemption  price. The Corporation shall not be entitled to send any notice
     of redemption  and begin the  redemption  procedure  unless it has the full
     amount of the  redemption  price,  in cash,  available in a demand or other
     immediately available account in a bank or similar financial institution on
     the date the redemption notice is sent to shareholders.

         The  redemption  price per shares of Series A Preferred  Stock shall be
calculated in accordance with the following formula:

         Principal + Interest x Closing Bid Price
         ----------------------------------------
          Conversion Price

         For  the  purposes  of  the  above  formula,  "Principal",  "Interest",
"Closing Bid Price" and "Conversion  Price" shall have the meanings set forth in
Section C.

         The redemption  price shall be paid to the Holder of shares of Series A
Preferred  Stock redeemed  within 10 business days of the delivery of the notice
of such redemption to such Holder; provided, however, that the Corporation shall
not be obligated to deliver any portion of such  redemption  price unless either
the certificates  evidencing the shares of Series A Preferred Stock redeemed are
delivered to the  Corporation or its transfer agent as provided in Section C, or
the Holder notifies the Corporation or its transfer agent that such certificates
have been lost,  stolen or destroyed and executes an agreement  satisfactory  to
the  Corporation  to indemnify the  Corporation  from any loss incurred by it in
connection with such certificates.

          (iii)  Redemption on Asset Sale. In the event the  Corporation  enters
     into a transaction or series of transactions  to sell all or  substantially
     all of its  assets,  the  Corporation  shall,  within  seven days after the
     closing  of such  transaction  and after  giving  at least 15 days  advance
     written  notice of such  transaction  (which  notice shall specify the date
     that  such  redemption  is  to be  effected,  which  date  is  referred  to
     hereinafter as the "Effective  Date of  Redemption"),  redeem the shares of
     Series A  Preferred  Stock for cash.  The  redemption  price in such  event
     ("Redemption  Price on Asset Sale") shall be calculated in accordance  with
     the formula set forth in Section D(ii) above.

         Upon the close of the transaction causing redemption under this Section
D(iii), the Corporation shall deposit the Redemption Price on Asset Sale for all
outstanding  shares of Series A  Preferred  Stock  with a bank or trust  company
having  aggregate  capital and surplus in excess of  $50,000,000 as a trust fund
for the  benefit  of the  respective  holders of the  Series A  Preferred  Stock
designated for redemption and not yet redeemed.  Simultaneously, the Corporation
shall  deposit  irrevocable  instruction  and  authority  to such  bank or trust
company to  publish  the  notice of  redemption  thereof  (or to  complete  such
publication  if  theretofore  commenced) and to pay, on and after the date fixed
for  redemption  or prior  thereto,  the  Redemption  Price on Asset Sale to the
holders of the Series A Preferred Stock upon surrender of their certificates.

                                       6
<PAGE>
          (iv)  Redemption  on  Change of  Control.  In the event of a Change of
     Control (as  hereinafter  defined),  the shares of Series A Preferred Stock
     shall  be  redeemed  by the  Corporation  for  cash at a  redemption  price
     calculated in accordance with the formula set forth in Section D(ii) above.

         For purposes of this Section  D(iv),  Change of Control shall be deemed
to have occurred at such time as:

               (a) any person (other than the Corporation, any Subsidiary of the
          Corporation  or  any  employee   benefit  plan  of  the   Corporation)
          ("Person"),   is  or  becomes  the  beneficial   owner,   directly  or
          indirectly,  through  a  purchase,  merger  or  other  acquisition  or
          transaction or series of  transactions,  of shares of capital stock of
          the  Corporation  entitling such Person to exercise 50% or more of the
          total voting power of all shares of capital  stock of the  Corporation
          entitled to vote generally in the election of directors (any shares of
          voting  stock of which such person or group is the  beneficial  owners
          that  are not  then  outstanding  for  purposes  of  calculating  such
          percentage); or

               (b) any  consolidation of the Corporation  with, or merger of the
          Corporation into, any other Person,  any merger of another Person into
          the Corporation  (other than a merger (x) which does not result in any
          reclassification,  conversion, exchange or cancellation of outstanding
          shares of Common  Stock or (y) which is effected  solely to change the
          jurisdiction  of  incorporation  of the  Corporation  and results in a
          reclassification,  conversion  or  exchange of  outstanding  shares of
          Common Stock into solely shares of Common Stock).

          (v) No Other Redemption. The Corporation shall have no right to redeem
     the Series A Preferred Stock except as provided in Section D hereof.

                  E.  Voting.  Except  as  otherwise  provided  by  the  General
Corporation  Law of the State of Nevada,  the  holders of the Series A Preferred
Stock shall have no voting power whatsoever, and no holder of Series A Preferred
Stock shall vote or otherwise  participate  in any  proceeding  in which actions
shall be taken by the Corporation or the shareholders  thereof or be entitled to
notification as to any meeting of the Board of Directors or the shareholders.

                  F.  Protective  Provisions.  So long as  shares  of  Series  A
Preferred  Stock  are  outstanding,  the  Corporation  shall not  without  first
obtaining the approval (by vote or written  consent,  as provided by law) of the
holders  of at least a  majority  of the then  outstanding  shares  of  Series A
Preferred Stock:

          (i) alter or change  the  rights,  preferences  or  privileges  of the
     shares of Series A Preferred  Stock so as to affect  adversely the Series A
     Preferred Stock;

          (ii) create any new class or series of stock being on a parity with or
     having a  preference  over the Series A  Preferred  Stock  with  respect to
     dividends,  to payments upon  Liquidation  (as provided for in Section B of
     this Designation) or to redemption; or

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<PAGE>
          (iii) do any act or  thing  not  authorized  or  contemplated  by this
     Designation  which would result in taxation of the holders of shares of the
     Series A Preferred Stock under Section 305 of the Internal  Revenue Code of
     1986, as amended (or any comparable  provision of the Internal Revenue Code
     as hereafter from time to time amended).

                  G.  Status of  Converted  Stock.  In the  event any  shares of
Series A Preferred Stock shall be converted as contemplated by this Designation,
the  shares so  converted  shall be  canceled,  shall  return  to the  status of
authorized but unissued  Preferred Stock of no designated  class or series,  and
shall not be issuable by the Corporation as Series A Preferred Stock.

         FURTHER  RESOLVED,  that  the  statements  contained  in the  foregoing
resolutions  creating  and  designating  the said Series A  Preferred  Stock and
fixing the number, powers,  preferences and relative,  optional,  participating,
and other special rights and the qualifications,  limitations, restrictions, and
other distinguishing  characteristics  thereof shall, upon the effective date of
said  series,  be  deemed to be  included  in and be a part of the  articles  of
incorporation  of the  Corporation  pursuant  to the  provisions  of the  Nevada
Revised Statutes.

Signed on _____________, 1998.


Sworn to and subscribed before me          By:
this _____ day of _____________, 1998.     Its: President


                                           Attest:
Notary Public
                                           By:_______________________________
My Commission Expires:                     Its: Secretary



         (NOTARY SEAL)