<PAGE>

                                                                     EXHIBIT 4.5


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION.

                             STOCK PURCHASE WARRANT

              To Purchase _______________ Shares of Common Stock of

                            ACRES GAMING INCORPORATED

               THIS CERTIFIES that, for value received, _____________ (the
"Holder"), is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after
December 21, 2001 (the "Initial Exercise Date") and on or prior to the close of
business on the fifth anniversary of the Initial Exercise Date (such period
referred to herein as the Exercise Period") but not thereafter, to subscribe for
and purchase from Acres Gaming Incorporated, a corporation incorporated in the
State of Nevada (the "Company"), up to ____________ shares (the "Warrant
Shares") of Common Stock, par value $.01 per share, of the Company (the "Common
Stock"). The purchase price of one share of Common Stock (the "Exercise Price")
under this Warrant shall be $4.6433, subject to adjustment hereunder. The
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that
certain Convertible Subordinated Debentures and Warrants Purchase Agreement (the
"Purchase Agreement"), dated December 21, 2001, between the Company and the
investors signatory thereto.



                                       1
<PAGE>

               1.     Title to Warrant. Prior to the end of the Exercise Period
and subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the Holder in person or by duly authorized attorney, upon surrender
of this Warrant together with the Assignment Form annexed hereto properly
endorsed.

               2.     Authorization of Shares. The Company covenants that all
Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

               3.     Exercise of Warrant.

                      (a) Except as provided in Section 4 herein, exercise of
        the purchase rights represented by this Warrant may be made at any time
        or times during the Exercise Period by the surrender of this Warrant and
        the Notice of Exercise Form annexed hereto duly executed, at the office
        of the Company (or such other office or agency of the Company as it may
        designate by notice in writing to the registered Holder at the address
        of such Holder appearing on the books of the Company) and upon payment
        of the Exercise Price of the shares thereby purchased by wire transfer
        or cashier's check drawn on a United States bank, the Holder shall be
        entitled to receive a certificate for the number of Warrant Shares so
        purchased. Certificates for shares purchased hereunder shall be
        delivered to the Holder within three (3) Trading Days after the date on
        which this Warrant shall have been exercised as aforesaid. This Warrant
        shall be deemed to have been exercised and such certificate or
        certificates shall be deemed to have been issued, and Holder or any
        other person so designated to be named therein shall be deemed to have
        become a holder of record of such shares for all purposes, as of the
        date the Warrant has been exercised by surrender of the Warrant and
        payment to the Company of the Exercise Price and all taxes required to
        be paid by the Holder, if any, pursuant to Section 5 prior to the
        issuance of such shares, have been paid. If the Company fails to deliver
        to the Holder a certificate or certificates representing the Warrant
        Shares pursuant to this Section 3(a) by the third Trading Day after the
        date of exercise, then the Holder will have the right to rescind such
        exercise. In addition to any other rights available to the Holder, if
        the Company fails to deliver to the Holder a certificate or certificates
        representing the Warrant Shares pursuant to an exercise by the fifth
        Trading Day after the date of exercise, and if after such fifth Trading
        Day the Holder purchases (in an open market transaction or otherwise)
        shares of Common Stock to deliver in satisfaction of a sale by the
        Holder of the Warrant Shares which the Holder anticipated receiving upon
        such exercise (a "Buy-In"), then the Company shall (1) pay in cash to
        the Holder the amount by which (x) the Holder's total purchase price
        (including brokerage commissions, if any) for the shares of Common Stock
        so purchased exceeds (y) the amount obtained by multiplying (A) the
        number of Warrant Shares that the Company was required to deliver to the
        Holder in connection with the exercise at issue times (B) the closing
        bid price of the Common Stock at the time


                                       2
<PAGE>

        of the obligation giving rise to such purchase obligation, and (2) at
        the option of the Holder, either reinstate the portion of the Warrant
        and equivalent number of Warrant Shares for which such exercise was not
        honored or deliver to the Holder the number of shares of Common Stock
        that would have been issued had the Company timely complied with its
        exercise and delivery obligations hereunder. For example, if the Holder
        purchases Common Stock having a total purchase price of $11,000 to cover
        a Buy-In with respect to an attempted exercise of shares of Common Stock
        with a market price on the date of exercise totaled $10,000, under
        clause (1) of the immediately preceding sentence the Company shall be
        required to pay the Holder $1,000. The Holder shall provide the Company
        written notice indicating the amounts payable to the Holder in respect
        of the Buy-In. Nothing herein shall limit a Holder's right to pursue any
        other remedies available to it hereunder, at law or in equity including,
        without limitation, a decree of specific performance and/or injunctive
        relief with respect to the Company's failure to timely deliver
        certificates representing shares of Common Stock upon exercise of the
        Warrant as required pursuant to the terms hereof.

                      (b) If this Warrant shall have been exercised in part, the
        Company shall, at the time of delivery of the certificate or
        certificates representing Warrant Shares, deliver to Holder a new
        Warrant evidencing the rights of Holder to purchase the unpurchased
        Warrant Shares called for by this Warrant, which new Warrant shall in
        all other respects be identical with this Warrant.

                      (c) Notwithstanding anything herein to the contrary, in no
        event shall the Holder be permitted to exercise this Warrant for Warrant
        Shares to the extent that (i) the number of shares of Common Stock owned
        by such Holder (other than Warrant Shares issuable upon exercise of this
        Warrant) plus (ii) the number of Warrant Shares issuable upon exercise
        of this Warrant, would be equal to or exceed 4.9999% of the number of
        shares of Common Stock then issued and outstanding, including shares
        issuable upon exercise of this Warrant held by such Holder after
        application of this Section 3(c). As used herein, beneficial ownership
        shall be determined in accordance with Section 13(c) of the Exchange
        Act. To the extent that the limitation contained in this Section 3(c)
        applies, the determination of whether this Warrant is exercisable (in
        relation to other securities owned by the Holder) and of which a portion
        of this Warrant is exercisable shall be in the sole discretion of such
        Holder, and the submission of a Notice of Exercise shall be deemed to be
        such Holder's determination of whether this Warrant is exercisable (in
        relation to other securities owned by such Holder) and of which portion
        of this Warrant is exercisable, in each case subject to such aggregate
        percentage limitation, and the Company shall have no obligation to
        verify or confirm the accuracy of such determination. Nothing contained
        herein shall be deemed to restrict the right of a Holder to exercise
        this Warrant into Warrant Shares at such time as such exercise will not
        violate the provisions of this Section 3(c). The provisions of this
        Section 3(c) may be waived by the Holder upon, at the election of the
        Holder, not less than 61 days' prior notice to the Company, and the
        provisions of this Section 3(c) shall continue to apply until such 61st
        day (or such later date, as determined by the Holder, as may be
        specified in such notice of waiver). No exercise of this Warrant in
        violation of this Section 3(c) but otherwise in accordance with this
        Warrant shall affect the status of the Warrant Shares as validly issued,
        fully-paid and nonassessable.


                                       3
<PAGE>

        (d) At anytime beginning one (1) year from the date this Warrant is
        issued, in the event that the Registration Statement is not then
        effective, this Warrant may also be exercised by means of a "cashless
        exercise" in which the Holder shall be entitled to receive a certificate
        for the number of Warrant Shares equal to the quotient obtained by
        dividing [(A-B) (X)] by (A), where:

               (A)  = the average of the high and low trading prices per share
                      of Common Stock on the Trading Day preceding the date of
                      such election;

               (B)  = the Exercise Price of the Warrants; and

               (X)  = the number of Warrant Shares issuable upon exercise of
                      the Warrants in accordance with the terms of this Warrant.

               4.     No Fractional Shares or Scrip. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

               5.     Charges, Taxes and Expenses. Issuance of certificates for
Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

               6.     Closing of Books. The Company will not close its
stockholder books or records in any manner which prevents the timely exercise of
this Warrant.

               7.     Transfer, Division and Combination.

                      (a) Subject to compliance with any applicable securities
        laws and Section 17(g), transfer of this Warrant and all rights
        hereunder, in whole or in part, shall be registered on the books of the
        Company to be maintained for such purpose, upon surrender of this
        Warrant at the principal office of the Company, together with a written
        assignment of this Warrant substantially in the form attached hereto
        duly executed by the Holder or its agent or attorney and funds
        sufficient to pay any transfer taxes payable upon the making of such
        transfer. In the event that the Holder wishes to transfer a portion of
        this Warrant, the Holder shall transfer at least 100,000 shares
        underlying this Warrant to any such transferee. Upon such surrender and,
        if required, such payment, the Company shall execute and deliver a new
        Warrant or Warrants in the name of the assignee or assignees and in the
        denomination or denominations specified in such instrument of
        assignment, and shall issue to the assignor a new Warrant evidencing the
        portion of this

                                       4
<PAGE>
        Warrant not so assigned, and this Warrant shall promptly be cancelled. A
        Warrant, if properly assigned, may be exercised by a new holder for the
        purchase of Warrant Shares without having a new Warrant issued.
        Notwithstanding the above, the Holder shall not transfer this Warrant or
        any rights hereunder to any person or entity which is then engaged in a
        business that is, in the reasonable judgement of the Company, in direct
        competition with the Company.

                      (b) This Warrant may be divided or combined with other
        Warrants upon presentation hereof at the aforesaid office of the
        Company, together with a written notice specifying the names and
        denominations in which new Warrants are to be issued, signed by the
        Holder or its agent or attorney. Subject to compliance with Section
        7(a), as to any transfer which may be involved in such division or
        combination, the Company shall execute and deliver a new Warrant or
        Warrants in exchange for the Warrant or Warrants to be divided or
        combined in accordance with such notice.

                      (c) The Company shall prepare, issue and deliver at its
        own expense (other than transfer taxes) the new Warrant or Warrants
        under this Section 7.

                      (d) The Company agrees to maintain, at its aforesaid
        office, books for the registration and the registration of transfer of
        the Warrants.

               8.     No Rights as Shareholder until Exercise. This Warrant does
not entitle the Holder to any voting rights or other rights as a shareholder of
the Company prior to the exercise hereof. Upon the surrender of this Warrant and
the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such Holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

               9.     Loss, Theft, Destruction or Mutilation of Warrant. The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it
(which shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.

               10.    Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or legal holiday.

               11.    Adjustments of Exercise Price and Number of Warrant
Shares. The number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to time
upon the happening of any of the following. In case the Company shall (i) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii)


                                       5
<PAGE>

subdivide its outstanding shares of Common Stock into a greater number of
shares, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iv) issue any shares of its capital stock
in a reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which it would have owned or
have been entitled to receive had such Warrant been exercised in advance
thereof. Upon each such adjustment of the kind and number of Warrant Shares or
other securities of the Company which are purchasable hereunder, the Holder
shall thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

               12.    Effect of Reorganization.

                      (a) Reorganization--No Change in Control. Upon a merger,
        consolidation, acquisition of all or substantially all of the property
        or stock, liquidation or other reorganization of the Company
        (collectively, a "Reorganization") during the Exercise Period, as a
        result of which the shareholders of the Company receive cash, stock or
        other property in exchange for their shares of Common Stock and the
        holders of the Company's voting equity securities immediately prior to
        such Reorganization together own a majority interest of the voting
        equity securities of the successor corporation immediately following
        such Reorganization, lawful provision shall be made so that the Holder
        shall thereafter be entitled to receive, upon exercise of this Warrant,
        the number of shares of securities of the successor corporation
        resulting from such Reorganization (and cash and other property), to
        which a holder of the Warrant Shares issuable upon exercise of this
        Warrant would have been entitled in such Reorganization if this Warrant
        had been exercised immediately prior to such Reorganization. In any such
        case, appropriate adjustment (as determined in good faith by the
        Company's Board of Directors) shall be made in the application of the
        provisions of this Warrant with respect to the rights and interest of
        the Holder after the Reorganization to the end that the provisions of
        this Warrant (including adjustments of the Exercise Price and the number
        and type of securities purchasable pursuant to the terms of this
        Warrant) shall be applicable after that event, as near as reasonably may
        be, in relation to any shares deliverable after that event upon the
        exercise of this Warrant.

                      (b) Reorganization--Change in Control/Termination of
        Warrant. Upon Reorganization during the Exercise Period, as a result of
        which the shareholders of the Company receive cash, stock or other
        property in exchange for their shares of Common Stock and the holders of
        the Company's voting equity securities immediately prior to such
        Reorganization together do not own at least a majority interest of the
        voting equity securities of the successor corporation (or its parent)
        immediately following such


                                       6
<PAGE>

        Reorganization, the Holder shall be given notice of such proposed action
        as provided in Section 17(d). The Holder may attend the meeting of the
        Company's shareholders at which such action is considered and voted
        upon. If the proposed action is approved according to applicable law,
        the Holder shall be so notified in writing by the Company by registered
        or certified mail promptly, but in no event less than 10 business days
        before the effectiveness of the Reorganization. Notwithstanding the
        period of exercisability stated on the face of this Warrant, this
        Warrant shall become forever null and void to the extent not exercised
        on or before 5:00 p.m., Eastern time, on the day immediately prior to
        the date of such Reorganization. The Holder shall have the right to
        condition its exercise of the Warrant hereunder upon the closing of such
        Reorganization.

               13.    Voluntary Adjustment by the Company. The Company may at
any time during the Exercise Period reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.

               14.    Notice of Adjustment. Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall promptly mail by registered or certified mail, return receipt
requested, to the Holder notice of such adjustment or adjustments setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Such notice, in the absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.

               15.    Notice of Corporate Action. If at any time:

                      (a) the Company shall take a record of the holders of its
        Common Stock for the purpose of entitling them to receive a dividend or
        other distribution, or any right to subscribe for or purchase any
        evidences of its indebtedness, any shares of stock of any class or any
        other securities or property, or to receive any other right; or

                      (b) there shall be any capital reorganization of the
        Company, any reclassification or recapitalization of the capital stock
        of the Company or any consolidation or merger of the Company with, or
        any sale, transfer or other disposition of all or substantially all the
        property, assets or business of the Company to, another corporation or,

                      (c) there shall be a voluntary or involuntary dissolution,
        liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer,


                                       7
<PAGE>

disposition, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 20 days' prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Common Stock shall be entitled to any
such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their Warrant Shares
for securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up. Each such written notice shall be sufficiently given
if addressed to Holder at the last address of Holder appearing on the books of
the Company and delivered in accordance with Section 17(d).

               16.    Authorized Shares. The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this
Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

               The Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

               Before taking any action which would result in an adjustment in
the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

               17.    Miscellaneous.

                      (a) Jurisdiction. This Warrant shall constitute a contract
        under the laws of Nevada without regard to its conflict of law,
        principles or rules.

                      (b) Restrictions. The Holder acknowledges that the Warrant
        Shares acquired upon the exercise of this Warrant, if not registered,
        will have restrictions upon resale imposed by state and federal
        securities laws.


                                       8
<PAGE>

                      (c) Nonwaiver and Expenses. No course of dealing or any
        delay or failure to exercise any right hereunder on the part of Holder
        shall operate as a waiver of such right or otherwise prejudice Holder's
        rights, powers or remedies, notwithstanding all rights hereunder
        terminate on the expiration of the Exercise Period. If the Company
        willfully and knowingly fails to comply with any provision of this
        Warrant, which results in any material damages to the Holder, the
        Company shall pay to Holder such amounts as shall be sufficient to cover
        any costs and expenses including, but not limited to, reasonable
        attorneys' fees, including those of appellate proceedings, incurred by
        Holder in collecting any amounts due pursuant hereto or in otherwise
        enforcing any of its rights, powers or remedies hereunder.

                      (d) Notices. All notices, demands, requests, consents,
        approvals, and other communications required or permitted hereunder
        shall be in writing and, unless otherwise specified herein, shall be (i)
        hand delivered, (ii) deposited in the mail, registered or certified,
        return receipt requested, postage prepaid, (iii) delivered by reputable
        air courier service with charges prepaid, or (iv) transmitted by
        facsimile, addressed as set forth below or to such other address as such
        party shall have specified most recently by written notice. Any notice
        or other communication required or permitted to be given hereunder shall
        be deemed effective (i) upon hand delivery or delivery by facsimile,
        with accurate confirmation generated by the transmitting facsimile
        machine, at the address or number designated below (if delivered on a
        business day during normal business hours where such notice is to be
        received), or the first business day following such delivery (if
        delivered other than on a business day during normal business hours
        where such notice is to be received) or (ii) on the first business day
        following the date of sending by reputable courier service, fully
        prepaid, addressed to such address, or (iii) upon actual receipt of such
        mailing, if mailed. The addresses for such communications shall be with
        respect to the Holder of this Warrant or of Warrant Shares issued
        pursuant thereto, addressed to such Holder at its last known address or
        facsimile number appearing on the books of the Company maintained for
        such purposes, or with respect to the Company, to the address provided
        on the signature page hereof. Any party hereto may from time to time
        change its address for notices by giving at least ten (10) days written
        notice of such changed address to the other party hereto.

                      (e) Limitation of Liability. No provision hereof, in the
        absence of affirmative action by Holder to purchase Warrant Shares, and
        no enumeration herein of the rights or privileges of Holder, shall give
        rise to any liability of Holder for the purchase price of any Common
        Stock or as a stockholder of the Company, whether such liability is
        asserted by the Company or by creditors of the Company.

                      (f) Remedies. Holder, in addition to being entitled to
        exercise all rights granted by law, including recovery of damages, will
        be entitled to specific performance of its rights under this Warrant.
        The Company agrees that monetary damages would not be adequate
        compensation for any loss incurred by reason of a breach by it of the
        provisions of this Warrant and hereby agrees to waive the defense in any
        action for specific performance that a remedy at law would be adequate.


                                       9
<PAGE>

                      (g) Successors and Assigns. Subject to applicable
        securities laws, this Warrant and the rights and obligations evidenced
        hereby shall inure to the benefit of and be binding upon the successors
        of the Company and the successors and permitted assigns of Holder. The
        provisions of this Warrant are intended to be for the benefit of all
        Holders from time to time of this Warrant and shall be enforceable by
        any such Holder or holder of Warrant Shares. This Warrant may not be
        transferred or assigned without the consent of the Company, except to a
        partner, member shareholder or affiliate of the holder.

                      (h) Amendment. This Warrant may be modified or amended or
        the provisions hereof waived with the written consent of the Company and
        the Holder.

                      (i) Severability. Wherever possible, each provision of
        this Warrant shall be interpreted in such manner as to be effective and
        valid under applicable law, but if any provision of this Warrant shall
        be prohibited by or invalid under applicable law, such provision shall
        be ineffective to the extent of such prohibition or invalidity, without
        invalidating the remainder of such provisions or the remaining
        provisions of this Warrant.

                      (j) Headings. The headings used in this Warrant are for
        the convenience of reference only and shall not, for any purpose, be
        deemed a part of this Warrant.

                              ********************




                                       10
<PAGE>



               IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: December 21, 2001

                                        ACRES GAMING INCORPORATED

                                        By:_____________________________________
                                           Patrick Cavanaugh, Senior
                                           Vice-President and CFO

                                        7115 Amigo, Suite 150
                                        Las Vegas, NV 89119







                                       11
<PAGE>

                               NOTICE OF EXERCISE

To:     Acres Gaming Incorporated

               (1)    The undersigned hereby elects to purchase ________ Warrant
Shares (the "Common Stock"), of Acres Gaming Incorporated pursuant to the terms
of the attached Warrant, and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.

               (2)    Please issue a certificate or certificates representing
said Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                      _______________________________

The Warrant Shares shall be delivered to the following:

                      _______________________________

                      _______________________________

                      _______________________________


                                        [PURCHASER]


                                        By: ________________________________
                                            Name:
                                            Title:

                                        Dated: ________________________

<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

               FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________________________.

________________________________________________________________________________


                                                Dated:  ______________, _______

                Holder's Signature: _____________________________

                Holder's Address:   _____________________________

                                    _____________________________

Signature Guaranteed: ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.


<PAGE>


                   NOTICE OF EXERCISE OF COMMON STOCK WARRANT

                    PURSUANT TO CASHLESS EXERCISE PROVISIONS

To:

Aggregate Price of Warrant Before Exercise:  $_______
Aggregate Price Being Exercised: $________
Exercise Price:  $______ per share
Number of Shares of Common Stock to be Issued Under this Notice: ________
Remaining Aggregate Price (if any) After Issuance: $_______


Gentlemen:

        The undersigned, registered Holder of the Warrant delivered herewith,
hereby irrevocably exercises such Warrant for, and purchases thereunder, shares
of the Common Stock of _____________, as provided below. Capitalized terms used
herein, unless otherwise defined herein, shall have the meanings given in the
Warrant. The portion of the Exercise Price (as defined in the Warrant) to be
applied toward the purchase of Common Stock pursuant to this Notice of Exercise
is $_______, thereby leaving a remaining Exercise Price (if any) equal to
$________. Such exercise shall be pursuant to the cashless exercise provisions
of Section 3 of the Warrant; therefore, Holder makes no payment with this Notice
of Exercise. The number of shares to be issued pursuant to this exercise shall
be determined by reference to the formula in Section 3 of the Warrant which, by
reference to Section 3, requires the use of the high and low trading price of
the Company's Common Stock on the Trading Day preceding the date of such
election. The high and low trading price of the Company's Common Stock has been
determined by Holder to be $______ and $_________, respectively, which figure is
acceptable to Holder for calculations of the number of shares of Common Stock
issuable pursuant to this Notice of Exercise. Holder requests that the
certificates for the purchased shares of Common Stock be issued in the name of
_________________________ and delivered to _____________________________. To the
extent the foregoing exercise is for less than the full Aggregate Price of the
Warrant, a replacement Warrant representing the remainder of the Aggregate Price
(and otherwise of like form, tenor and effect) shall be delivered to Holder
along with the share certificate evidencing the Common Stock issued in response
to this Notice of Exercise.

                                        [Purchaser]


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        Date:

                                      NOTE

               The execution to the foregoing Notice of Exercise must exactly
correspond to the name of the Holder on the Warrant