FORM OF REGISTRATION RIGHTS AGREEMENT


         THIS  REGISTRATION  RIGHTS  AGREEMENT  (the  "Agreement")  is made  and
entered  into  effective  as of the _____ day of  ________,  1998,  by and among
SPINTEK GAMING TECHNOLOGIES, INC., a California corporation ("Company"), and the
individual or entity  identified on the signature pages attached hereto who is a
holder of a 6% Secured  Convertible  Note due  February  28, 2008 of the Company
acquired pursuant to an offering dated February 25, 1998 (the "Purchaser").

                              W I T N E S S E T H:

     THAT FOR AND IN  CONSIDERATION  of the premises and the mutual promises and
covenants contained herein, and for other good and valuable  consideration,  the
receipt,  adequacy and sufficiency of which is hereby acknowledged by all of the
parties hereto, the parties, intending to be legally bound, agree as follows:

     WHEREAS,  the Company has offered for sale up to  $5,000,000  of 6% Secured
Convertible Notes due February 28, 2008  (individually a "Note" and collectively
the "Notes")  pursuant to a Private  Placement  Offering dated February 25, 1998
(the "Offering"); and

     WHEREAS,  the  Notes are  convertible  into  shares of Common  Stock of the
Company (the "Common Stock");

     WHEREAS, the Purchaser, as well as the other individuals and entities which
have  purchased  the Notes (such  individuals  and entities  collectively  being
referred  to  herein  as the  "Purchasers")  are,  pursuant  to the terms of the
Offering,  being granted by the Company certain registration rights with respect
to the Common Stock which is issuable to the Purchasers  upon  conversion of the
Notes.

     NOW,  THEREFORE,  FOR AND IN  CONSIDERATION  of the premises and the mutual
promises  and  covenants  contained  herein,  and for  other  good and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereto,  intending  to be legally  bound,  agree as
follows:

          1. Certain Definitions. As used in this Agreement, the following terms
     shall have the following respective meanings:

               (a)   "Commission"   shall  mean  the   Securities  and  Exchange
          Commission or any other federal agency at the time  administering  the
          Securities Act.

               (b) "Holder"  shall mean the  Purchaser  which holds  Registrable
          Securities and any person holding  Registrable  Securities to whom the
          rights under this Agreement have been  transferred in accordance  with
          Section 13 hereof.

               (c) "Initiating  Holders" shall mean any Purchaser or transferees
          of a Purchaser under Section 13 hereof.

               (d)  "Register,"  "registered"  and  "registration"  refer  to  a
          registration  effected by 


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          preparing and filing with the Commission a  registration  statement in
          compliance with the Securities Act, and the declaration or ordering of
          the effectiveness of such registration statement.

               (e)  "Registrable  Securities"  means  any  Common  Stock  of the
          Company  issued or issuable in respect of the conversion of any of the
          Notes;  and any other  securities  issued or  issuable  upon any stock
          split, stock dividend, recapitalization, or similar event.

               (f)  "Registration  Expenses"  shall  mean all  expenses,  except
          Selling  Expenses  as  defined  below,  incurred  by  the  Company  in
          complying with Section 6 hereof,  including,  without limitation,  all
          registration, qualification and filing fees, printing expenses, escrow
          fees, fees and disbursements of counsel for the Company, blue sky fees
          and  expenses,  the  expense  of any  special  audits  incident  to or
          required by any such  registration  (but excluding the compensation of
          regular  employees of the Company  which shall be paid in any event by
          the Company) and the reasonable fees and  disbursements of one counsel
          for all Holders.

         2.  Restrictions  on  Transferability.  The  Purchaser  will  cause any
proposed  purchaser,   assignee,   pledgee  or  transferee  of  the  Registrable
Securities  held by the  Purchaser  to agree to take  and hold  such  securities
subject to the provisions and conditions of this Agreement.

         3.       [INTENTIONALLY OMITTED.]

         4. Restrictions on Registration. The registration rights referred to in
this  Agreement  apply  only to  shares  of Common  Stock.  Notwithstanding  the
foregoing, in the event of a notice of proposed registration pursuant to Section
6(a)(i) hereof, the Holder of the Note may exercise its rights of conversion and
elect to register the Common Stock received  pursuant to such conversion and the
Company shall take all steps reasonably  appropriate herewith in order to insure
that the Holder's rights to convert and register are protected.

         5.       [INTENTIONALLY OMITTED.]

         6.       Company Registration.

          (a)  Notice of  Registration.  If at any time or from time to time the
     Company shall determine to register any of its  securities,  either for its
     own account or for the account of a security Holder or holders,  other than
     (1) a  registration  relating  solely  to  employee  benefit  plans;  (2) a
     registration  relating solely to a Commission Rule 145 transaction;  or (3)
     any other  registration  which is not appropriate for the  registration for
     the Registerable Securities for sale to the public, then the Company will:

               (i) promptly give to each Holder written notice thereof; and

               (ii) include in such registration (and any related  qualification
          under  blue  sky laws or other  compliance),  and in any  underwriting
          involved therein, all the Registrable  Securities specified in written
          request or  requests,  made within  twenty (20) days after  receipt of
          such written notice from the Company, by any Holder.


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          (b)  Underwriting.  If the  registration  of which the  Company  gives
     notice is for a registered public offering  involving an underwriting,  the
     Company  shall so advise the Holders as a part of the written  notice given
     pursuant  to  Section  6(a)(i).  In such  event the right of any  Holder to
     registration  pursuant to Section 6 shall be conditioned upon such Holder's
     participation  in such  underwriting  and the  inclusion  of such  Holder's
     Registrable  Securities in the  underwriting to the extent provided herein.
     All  Holders   proposing  to  distribute  their  securities   through  such
     underwriting  shall  (together with the Company and any other  shareholders
     distributing  their  securities  through such  underwriting)  enter into an
     underwriting  agreement  in customary  form with the  managing  underwriter
     selected for such  underwriting by the Company.  Notwithstanding  any other
     provision of this Agreement,  if the managing  underwriter  determines that
     marketing  factors  require  a  limitation  of the  number  of shares to be
     underwritten, the managing underwriter may limit the Registrable Securities
     that may be  included  in the  registration  and the  number  of  shares of
     Registrable  Securities that may be included in the  registration  shall be
     allocated among all Holders in proportion, as nearly as practicable, to the
     respective  amounts of Registrable  Securities  held by such Holders at the
     time of filing the registration  statement. To facilitate the allocation of
     shares in accordance with the above  provisions,  the Company may round the
     number of  shares  allocated  to any  Holder  or other  shareholder  to the
     nearest  one  hundred  (100)  shares.  If any  Holder or other  shareholder
     disapproves of the terms of any such underwriting, he may elect to withdraw
     therefrom by written  notice to the Company and the  managing  underwriter.
     Any  securities  excluded  or  withdrawn  from such  underwriting  shall be
     withdrawn from such registration,  and shall not be transferred in a public
     distribution  prior to ninety  (90) days  after the  effective  date of the
     registration  statement  relating thereto,  or such other shorter period of
     time as the  underwriters  may require.  The Company may include  shares of
     Common  Stock held by  shareholders  other than  Holders in a  registration
     statement  pursuant to Section 6 if, and to the extent that,  the amount of
     Registrable  Securities otherwise includible in such registration statement
     would not thereby be diminished.

          (c) Right to Terminate Registration.  The Company shall have the right
     to  terminate  or  withdraw  any  registration  initiated  by it under this
     Section 6 prior to the  effectiveness of such  registration  whether or not
     any Holder has elected to include securities in such registration.

         7.       [INTENTIONALLY OMITTED.]

         8. Stand Off Agreement.  Each Holder of Registrable  Securities  shall,
upon the  reasonable  request  of the  underwriter's  managing  an  underwritten
offering,  agree not to sell,  make any short sell of,  grant any option for the
purchase  of, or otherwise  dispose of any  Registrable  Securities  (other than
those included in the  registration)  without the prior written  consent of such
managing  underwriter  for a period of time (not to exceed  one  hundred  eighty
(180) days from the effective  date of such  registration);  provided,  however,
that all  executive  officers  and  directors  of the  Company  agree to similar
restrictions.

         9. Expenses of Registration and Expiration.  All Registration  Expenses
incurred  in  connection  with  registration(s)  pursuant to Section 6, shall be
borne by the Company;  provided,  however, that such Registration Expenses shall
be borne by the Company with respect to no more than two (2) such  registrations
in any twelve month  period,  and provided  further that the Company will not be
obligated to bear registration expenses with respect to registrations under Blue
Sky laws in more than ten (10)  states.  Unless  otherwise  stated,  all Selling
Expenses  relating to  securities  registered  on 


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behalf of the Holders shall be borne by the Holders of such  securities pro rata
on the basis of the number of shares so  registered.  Registration  Expenses not
otherwise  covered herein shall be borne by all selling  shareholders and, if it
participates,  the Company on a pro-rata basis. In addition,  any rights granted
pursuant  to  Section  shall  expire  three (3) years to the day  following  the
effective  date of a public  offering of the  Company's  Common Stock  committed
underwriting  which yields to the  Company,  after all  expenses,  not less than
$10,000,000.

         10.  Registration  Procedures.   In  the  case  of  each  registration,
qualification or compliance  effected by the Company pursuant to this Agreement,
the Company  will keep each Holder  advised in writing as to the  initiation  of
each  registration,  qualification  and  compliance  and  as to  the  completion
thereof. At its expense the Company shall:

         (a) Keep such  registration,  qualification  or compliance  pursuant to
this Agreement  effective for a period of one hundred eighty (180) days or until
the  Holder  or  Holders  have  completed  the  distribution  described  in  the
Registration Statement relating thereto, whichever occurs first; and

         (b)  Furnish  such  number of  Prospectuses  and such  other  documents
incident thereto as the Holder from time to time may reasonably request.

         11.  Information  by  Holder.  The  Holder or  Holders  of  Registrable
Securities  included in any registration shall promptly furnish the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution  proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.


<PAGE>
         12.      Indemnification.

         (a) The Company  will  indemnify  each  Holder,  each of its  officers,
directors  and  partners,  and each person  controlling  such Holder  within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification  or compliance  has been effected  pursuant to this Section 6, and
each  underwriter,  if any, and each person who controls any underwriter  within
the meaning of Section 15 of the Securities Act,  against all expenses,  claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration  statement,  prospectus,  offering
circular or other document, or any amendment or supplement thereto,  incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements  therein,  in light of the  circumstances in
which they were made,  not  misleading,  or any  violation by the Company of the
Securities  Act or any rule or regulation  promulgated  under the Securities Act
applicable   to  the  Company  in   connection   with  any  such   registration,
qualification  or  compliance,  and the Company will reimburse each such Holder,
each of its officers and  directors,  and each person  controlling  such Holder,
each such underwriter and each person who controls any such underwriter, for any
legal  and  any  other   expenses   reasonably   incurred  in  connection   with
investigating, preparing or defending any such claim, loss, damage, liability or
action;  provided  that the  Company  will not be liable in any such case to the
extent that any such claim, loss, damage,  liability or expense arises out of or
is based on any untrue  statement  or omission or alleged  untrue  statement  or
omission,  made in reliance  upon and in  conformity  with  written  information
furnished  to the  Company  by an  instrument  duly  executed  by  such  Holder,
controlling person or underwriter and stated to be specifically for use therein.

         (b) Each Holder will, if Registrable Securities held by such Holder are
included  in the  securities  as to which such  registration,  qualification  or
compliance is being effected,  indemnify the Company,  each of its directors and
officers, each underwriter,  if any, of the Company's securities covered by such
a  registration  statement,  each  person  who  controls  the  Company  or  such
underwriter  within the meaning of Section 15 of the  Securities  Act,  and each
other  such  Holder,  each  of  its  officers  and  directors  and  each  person
controlling  such Holder within the meaning of Section 15 of the Securities Act,
against  all  claims,  losses,  damages  and  liabilities  (or action in respect
thereof)  arising out of or based on (i) any untrue statement (or alleged untrue
statement)  of a material  fact  contained in any such  registration  statement,
prospectus,  offering  circular or other  document,  or any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading,  and will reimburse the
Company,  such Holders,  such  directors,  officers,  persons,  underwriters  or
control  persons  for any legal or any other  expenses  reasonably  incurred  in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability or action,  in each case to the extent,  but only to the extent,  that
such untrue  statement  (or alleged  untrue  statement)  or omission (or alleged
omission) is made in such registration statement,  prospectus, offering circular
or other  document in reliance upon and in conformity  with written  information
furnished  to the  Company by an  instrument  duly  executed  by such Holder and
stated to be specifically for use therein;  or (ii) any violation by such Holder
of the Securities Act or any rule or regulation promulgated under the Securities
Act applicable to Holder in connection with any such registration, qualification
or compliance. Notwithstanding the foregoing, the liability of each Holder under
this  subsection  (b) shall be limited to an amount equal to the initial  public
offering price of the shares sold 


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by such  Holder,  unless  such  liability  arises  out of or is based on willful
conduct by such Holder.

         (c) Each party entitled to  indemnification  under this Section 12 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval shall not  unreasonably  be
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its  obligations  under this Section 6 unless the failure to give such notice is
materially  prejudicial to an Indemnifying Party's ability to defend such action
and provided further,  that the Indemnifying  Party shall not assume the defense
for  matters  as to which  there is a  conflict  of  interest  or  separate  and
different  defenses.  No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.

         13. Transfer of Registration Rights. The rights to cause the Company to
register  securities  granted  to the  Purchaser  under  this  Agreement  may be
assigned  at any time  without  the prior  written  consent of the  Company to a
transferee  or assignee  (other than a competitor  of the Company) in connection
with any transfer or assignment  of  Registrable  Securities  by the  Purchaser;
provided that such  transferee or assignee (i) holds or acquires at least twenty
percent (20%) of the  Registrable  Securities  originally  held by the Purchaser
(appropriately  adjusted  for  recapitalization);  or (ii) is an  affiliate of a
Holder (which term shall include, in the case of a Holder that is a partnership,
the partner of a Holder,  or in the case of a  corporation,  a shareholder  of a
Holder),  without any  requirement as to minimum  holding by such  transferee or
assignee;  provided further,  however, that if such assignee or transferee holds
less than 20% of the  Registrable  Securities then his or its rights to register
such  securities  may only be exercised  when the  Purchaser is  exercising  its
rights.  In addition to the foregoing,  such transfer must otherwise be effected
in accordance with applicable securities laws.

         14.  Notice  of  Proposed  Transfers.   Prior  to  any  proposed  sale,
assignment,  transfer  or pledge of any  Restricted  Securities  (other than (i)
transfers not involving a change in  beneficial  ownership or (ii)  transactions
involving  distribution without consideration of Restricted Securities by any of
the Purchasers to any of its partners,  or retired parties,  or to the estate of
any  of  its  partners  or  retired  partners),  unless  there  is in  effect  a
registration  statement under the Securities Act covering the proposed transfer,
the holder  thereof  shall give written  notice to the Company of such  holder's
intention to effect such transfer,  sale, assignment or pledge. Each such notice
shall  describe the manner and  circumstances  of the proposed  transfer,  sale,
assignment or pledge in sufficient  detail,  and shall be  accompanied,  at such
holder's  expense by either (i) an  opinion of legal  counsel  who shall be, and
whose legal opinion shall be,  reasonably  satisfactory to the Company addressed
to the  Company to the  effect  that the  proposed  transfer  of the  Restricted
Securities may be effected  without  registration  under the Securities  Act, or
(ii) a "no action" letter from the Commission to the effect that the transfer of
such securities without  registration will not result in a recommendation by the
staff of the Commission that action be taken with respect thereto, whereupon the
holder  of such  Restricted  Securities  shall  be  


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entitled to transfer such Restricted  Securities in accordance with the terms of
the notice delivered by the holder to the Company.  Each certificate  evidencing
the Restricted  Securities  Transferred as above provided shall bear,  except if
such transfer is made pursuant to Rule 144, the appropriate  restrictive  legend
set  forth in  Section  15,  except  that such  certificate  shall not bear such
restrictive  legend if in the opinion of counsel for such holder and the Company
such legend is not required in order to establish  compliance with any provision
of the Securities Act.



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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                        COMPANY:

                                        SPINTEK GAMING TECHNOLOGIES, INC.


                                        By:___________________________________

                                        Name:_________________________________

                                        Title:________________________________

                                        Address for Notices:

                                        901 Grier Drive, Suite B
                                        Las Vegas, Nevada  89119


                                        PURCHASER:

                                        -------------------------------------
                                        Signature

                                        Print Name:___________________________

                                        -------------------------------------
                                        Title (if applicable)

                                        Address for Notices:

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