<PAGE>

                                                                     EXHIBIT 4.6


                          REGISTRATION RIGHTS AGREEMENT

               THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 21,
2001, between the investor or investors signatory hereto (each an "Investor" and
together the "Investors"), and Acres Gaming Incorporated, a Nevada corporation
(the "Company").

               WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Investors are purchasing from the Company, pursuant to the
Convertible Subordinated Debentures and Warrants Purchase Agreement, dated the
date hereof (the "Purchase Agreement") (CAPITALIZED TERMS NOT DEFINED HEREIN
SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE PURCHASE AGREEMENT), $5,000,000,
in the aggregate, principal amount of the Company's Convertible Subordinated
Debentures and Warrants; and

               WHEREAS, the Company desires to grant to the Investors the
registration rights set forth herein with respect to the Conversion Shares of
Common Stock issuable upon conversion of, or as interest upon, the Convertible
Subordinated Debentures, shares of Common Stock issuable upon exercise of the
Warrants purchased pursuant to the Purchase Agreement and shares issuable in the
event of a registration default pursuant to Section 3(f) (the "Securities").

               NOW, THEREFORE, the parties hereto mutually agree as follows:

               Section 1. Definitions.

                      "Exchange Act" means the Securities Exchange Act of 1934,
               as amended.

                      "Registration Statement" means a registration statement on
               Form S-3 (if use of such form is then available to the Company
               pursuant to the rules of the SEC and, if not, on such other form
               promulgated by the SEC for which the Company then qualifies and
               which counsel for the Company shall deem appropriate, and which
               form shall be available for the resale by the Investors of the
               Securities to be registered thereunder in accordance with the
               provisions of this Agreement and in accordance with the intended
               method of distribution of such securities), for the registration
               of the resale by the Investors of the Securities under the
               Securities Act.

                      "Rule 144" means Rule 144 promulgated by the SEC pursuant
               to the Securities Act, as such Rule may be amended from time to
               time, or any similar rule or regulation hereafter adopted by the
               SEC having substantially the same effect as such Rule.

                      "Rule 416" means Rule 416 promulgated by the SEC pursuant
               to the Securities Act, as such Rule may be amended from time to
               time, or any similar rule or regulation hereafter adopted by the
               SEC having substantially the same effect as such Rule.

<PAGE>

                      "Securities Act" means the Securities Act of 1933, as
               amended.

               Section 2. Restrictions on Transfer. Each Investor acknowledges
and understands that prior to the registration of the Securities as provided
herein, the Securities are "restricted securities" as defined in Rule 144. Each
Investor understands that no disposition or transfer of the Securities may be
made by Investor in the absence of (i) an opinion of counsel to the Investor, in
form and substance reasonably satisfactory to the Company, that such transfer
may be made without registration under the Securities Act or (ii) such
registration.

                      With a view to making available to the Investors the
benefits of Rule 144 or any other similar rule or regulation of the SEC that may
at any time permit the Investors to sell securities of the Company to the public
without registration, the Company agrees to:

               (a)    comply with the provisions of paragraph (c)(1) of Rule
        144;

               (b)    file with the SEC in a timely manner all reports and other
        documents required to be filed with the SEC pursuant to Section 13 or
        15(d) under the Exchange Act by companies subject to either of such
        sections, irrespective of whether the Company is then subject to such
        reporting requirements; and

               (c)    upon request by the Transfer Agent, the Company shall
        provide the Transfer Agent an opinion of counsel, which opinion shall be
        reasonably acceptable to the Transfer Agent, that the Investor has
        complied with the applicable conditions of Rule 144 (or any similar
        provision then in force) under the Securities Act.

               Section 3. Registration Rights With Respect to the Securities.

               (a)    The Company agrees that it will prepare and file with the
        SEC, within 30 calendar days after the Closing Date, a registration
        statement on Form S-3 (or such other appropriate registration statement
        form) under the Securities Act at the sole expense of the Company
        (except as provided in Section 3(c) hereof), in respect of the
        Investors, so as to permit the resale of the Securities under the Act by
        the Investors as selling stockholders and not as underwriters.

               (b)    The Company shall cause such Registration Statement to
        become effective within 60 calendar days (120 calendar days in the event
        of a "full review" by the SEC) after the Closing Date and shall request
        acceleration of effectiveness within 5 days of SEC clearance. The number
        of shares designated in the Registration Statement to be registered
        shall include all the Warrant Shares, 100% of the already converted
        Conversion Shares held by any Investor on the filing date and at least
        200% of the greater of the number of shares which would be issuable upon
        the conversion of the principal amount of the Convertible Subordinated
        Debentures issued and to be issued at the Mandatory Conversion Price in
        effect (i) on the Closing Date, or (ii) on the date of the filing of the
        Registration Statement, and such number of shares as the Company deems
        prudent for the purpose of issuing shares of Common Stock as interest on
        the Convertible


                                       2
<PAGE>

        Subordinated Debentures, and shall include appropriate language
        regarding reliance upon Rule 416 to the extent permitted by the SEC. The
        Company will notify the Investors and its transfer agent of the
        effectiveness of the Registration Statement within 1 Trading Day of such
        event. After the Effective Date, within 15 days after the day on which
        the number of Securities registered for resale by the Investors,
        notwithstanding the limitation on conversion herein and in the Purchase
        Agreement, is less than 125% of the number of Securities (calculated at
        the Mandatory Conversion Price on such date) held by the Investors on
        such date (the "Further Registration Date"), the Company shall file a
        further registration statement registering a number of shares of Common
        Stock to the extent that at least 200% of the shares which would be
        required to be issued upon the conversion of the remaining Convertible
        Subordinated Debentures at the Mandatory Conversion Price on the date of
        the filing of such further registration statement are registered and
        shall prosecute such additional registration statement to effectiveness
        within 90 calendar days (120 calendar days in the event of a "full
        review" by the SEC) of the Further Registration Date and shall request
        acceleration of effectiveness within 5 days of SEC clearance. Each
        Investor shall have the right to convert all or any of its Convertible
        Subordinated Debentures into up to a number of registered shares of
        Common Stock equal to such Investor's fraction of the aggregate Purchase
        Price multiplied by the initially registered and, if applicable,
        subsequently registered Securities, subject to any limitation on such
        conversion herein or in the Purchase Agreement; provided, however, in no
        event shall this provision limit each Investor's right to convert its
        Convertible Subordinated Debenture into unregistered shares of Common
        Stock. Notwithstanding anything herein to the contrary, if the only
        reason for the delay in effectiveness relates to an Investor's
        affiliation with a registered broker-dealer, the failure of such
        Investor to disclose the individuals that exercise voting and/or
        investment powers over the shares of Common Stock to be sold by such
        Investor or the failure of such Investor to disclose the Investor's
        beneficial ownership of the Common Stock, the aforementioned time
        periods as to effectiveness shall be tolled accordingly.

               (c)    The Company will maintain the Registration Statement or
        post-effective amendment filed under this Section 3 effective under the
        Securities Act until the earlier of (i) the date that none of the
        Securities covered by such Registration Statement are or may become
        issued and outstanding, (ii) the date that all of the Securities have
        been sold pursuant to such Registration Statement, (iii) the date the
        Investors receive an opinion of counsel to the Company, which counsel
        shall be reasonably acceptable to the Investors, that the Securities may
        be sold under the provisions of Rule 144 without limitation as to
        volume, (iv) the date that all Securities have been otherwise
        transferred to persons who may trade such shares without restriction
        under the Securities Act, and the Company has delivered a new
        certificate or other evidence of ownership for such securities not
        bearing a restrictive legend, or (v) three (3) years from the Effective
        Date.

               (d)    All fees, disbursements and out-of-pocket expenses and
        costs incurred by the Company in connection with the preparation and
        filing of the Registration Statement hereunder and in complying with
        applicable securities and Blue Sky laws (including, without limitation,
        all attorneys' fees of the Company) shall be borne by the Company. The
        Investors shall bear the cost of underwriting and/or brokerage
        discounts, fees and


                                       3
<PAGE>

        commissions, if any, applicable to the Securities being registered and
        the fees and expenses of their counsel. The Investors and their counsel
        shall have a reasonable period, not to exceed 5 Trading Days, to review
        the proposed Registration Statement or any amendment thereto, prior to
        filing with the SEC, and the Company shall provide each Investor with
        copies of any comment letters received from the SEC staff with respect
        to the Registration Statement that pertain specifically to this
        transaction or the selling shareholders and their plan of distribution
        within 2 Trading Days of receipt thereof. The Company shall qualify any
        of the securities for sale in such states as any Investor reasonably
        designates and shall furnish indemnification in the manner provided in
        Section 6 hereof. However, the Company shall not be required to qualify
        in any state which will require an escrow or other restriction relating
        to the Company and/or the sellers, or which will require the Company to
        qualify to do business in such state or require the Company to file
        therein any general consent to service of process. The Company at its
        expense will supply the Investors with copies of the applicable
        Registration Statement and the prospectus included therein and other
        related documents in such quantities as may be reasonably requested by
        the Investors.

               (e)    The Company shall not be required by this Section 3 to
        include an Investor's Registrable Securities in any Registration
        Statement which is to be filed if, in the opinion of counsel for both
        the Investor and the Company (or, should they not agree, in the opinion
        of another counsel experienced in securities law matters acceptable to
        counsel for the Investor and the Company) the proposed offering or other
        transfer as to which such registration is requested is exempt from
        applicable federal and state securities laws and would result in all
        purchasers or transferees obtaining securities which are not "restricted
        securities", as defined in Rule 144 under the Securities Act.

               (f)    In the event that (i) the Registration Statement is not
        filed by the Company in a timely manner as set forth in Section 3(a),
        (ii) the Registration Statement is not declared effective by the SEC
        within the period of time set forth in Section 3(b) herein, (iii) such
        Registration Statement is not maintained as effective by the Company for
        the period set forth in Section 3(c) above, or (iv) the additional
        registration statement referred to in Section 3(b) is not filed or
        declared effective within the time periods set forth in Section 3(b)
        herein (each a "Registration Default"), then the Company will pay each
        Investor (pro-rata on a monthly basis), for each Registration Default
        then in effect, as liquidated damages and not as a penalty, during any
        period in which a Registration Default is occurring, as to the first
        month, 1% per month and as to each month thereafter, 2% per month, of
        (i) the value of any outstanding Convertible Subordinated Debentures
        (valued at the average of the VWAPs during the applicable month
        multiplied by the number of Conversion Shares the Convertible
        Subordinated Debentures are convertible into based on (A) prior to 6
        months from the Closing Date, the Set Price, and (B) following 6 months
        after the Closing Date, the Mandatory Conversion Price as to such
        month), (ii) the value of any outstanding Warrants (valued at the
        difference between the average VWAP during the applicable month and the
        Exercise Price multiplied by the number of Warrant Shares the Warrants
        are exercisable into), and (iii) the value of any Conversion Shares and
        Warrant Shares (valued at the average of the VWAPs during the applicable
        month multiplied by the number of such securities), held


                                       4
<PAGE>

        by such Investor until such corresponding Registration Default no longer
        exists ("Liquidated Damages"). Notwithstanding anything herein to the
        contrary, Liquidated Damages shall not accrue and be payable to an
        Investor to the extent that the only reason for the delay in
        effectiveness relates to such Investor's affiliation with a registered
        broker-dealer, such Investor's failure to disclose the individuals that
        exercise voting and/or investment powers over the shares of Common Stock
        to be sold by such Investor or the Investor's failure to disclose its
        beneficial ownership of the Common Stock. Such payment of the Liquidated
        Damages shall be made to the Investors in cash, or, at the option of the
        Company, in registered shares of Common Stock (based on the Mandatory
        Conversion Price) on the Trading Day prior to the date of payment) on
        the last day of each month during which a Registration Default occurred
        or was continuing, without demand therefor by the Investor; provided,
        however, that the payment of the Liquidated Damages shall not relieve
        the Company from its obligations to register the Securities pursuant to
        this Section.

               If the Company does not remit the payment to the Investors as set
        forth above, the Company will pay the Investors reasonable costs of
        collection, including attorneys' fees, in addition to the Liquidated
        Damages and interest of 12% per annum on any liquidated damage payments
        not made in a timely manner as set forth above. The registration of the
        Securities pursuant to this provision shall not affect or limit the
        Investors' other rights or remedies as set forth in this Agreement.

               (g)    Except for any rights pursuant to the Registration Rights
        Agreement, dated January 28, 1997, entered into between the Company and
        IGT and the registration rights to be granted to Roth Capital Partners,
        LLC pursuant to the warrants issued to it in connection with this
        transaction: (i) the Company shall be precluded from including in any
        registration statement which it is required to file pursuant to this
        Section 3 any other securities apart from the Registrable Securities,
        without the prior written consent of a majority in interest of the
        Investors, and (ii) the Company shall not file any registration
        statement other than the Registration Statement until after the
        Effective Date, without the consent of the Investors.

               (h)    If at any time or from time to time after the effective
        date of any Registration Statement, the Company notifies the Investors
        in writing of the existence of a Potential Material Event (as defined in
        Section 3(i) below), the Investors shall not offer or sell any
        Securities or engage in any other transaction involving or relating to
        Securities or convert or exercise any of the Securities (except that, an
        Investor may elect to convert or exercise the Securities during such
        period provided such Investor enters into a confidentiality agreement
        with the Company pertaining only to the information requiring such
        blackout period, the Company discloses such information to such
        Investor, and such information shall be publicly disclosed at the end of
        such blackout period), from the time of the giving of notice with
        respect to a Potential Material Event until the Investors receive
        written notice from the Company that such Potential Material Event
        either has been disclosed to the public or no longer constitutes a
        Potential Material Event; provided, however, that the Company may not so
        suspend the right to such holders of Securities for more than twenty
        (20) calendar days in the aggregate during any twelve month period,


                                        5
<PAGE>

        during the period the Registration Statement is required to be in
        effect, and if such period is exceeded, such event shall be a
        Registration Default and subject to Liquidated Damages as set forth in
        Section 3(f) hereof. THE COMPANY MUST GIVE THE INVESTORS NOTICE IN
        WRITING PROMPTLY UPON KNOWLEDGE THAT SUCH A BLACKOUT PERIOD (WITHOUT
        INDICATING THE NATURE OF SUCH BLACKOUT PERIOD) WILL OCCUR BUT IN NO
        EVENT LESS THAN ONE (1) TRADING DAY PRIOR TO THE FIRST DAY OF THE
        BLACKOUT PERIOD AND SUCH NOTICE MUST BE ACKNOWLEDGED IN WRITING BY THE
        INVESTORS. FAILURE TO PROVIDE THE INVESTORS WITH SUCH NOTICE SHALL
        CONSTITUTE A REGISTRATION DEFAULT DURING THE ENTIRE APPLICABLE PERIOD
        THAT THE REGISTRATION STATEMENT IS SUSPENDED. Compliance by the Company
        with this Section 3(h) will not result in or be deemed a breach of any
        of the Company's obligations set forth in the Purchase Agreement not to
        disclose non-public information to the Investors.

               (i)    "Potential Material Event" means any of the following: (a)
        the possession by the Company of material information not ripe for
        disclosure in a registration statement, as determined in good faith by
        the Chief Executive Officer or the Board of Directors of the Company
        that disclosure of such information in a Registration Statement would be
        detrimental to the business and affairs of the Company; or (b) any
        material engagement or activity by the Company which would, in the good
        faith determination of the Chief Executive Officer or the Board of
        Directors of the Company, be adversely affected by disclosure in a
        registration statement at such time, which determination shall be
        accompanied by a good faith determination by the Chief Executive Officer
        or the Board of Directors of the Company that the applicable
        Registration Statement would be materially misleading absent the
        inclusion of such information.

               Section 4. Cooperation with Company. The Investors will cooperate
with the Company in all respects in connection with this Agreement, including
timely supplying all information reasonably requested by the Company (which
shall include all information regarding the Investors and proposed manner of
sale of the Registrable Securities required to be disclosed in any Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing their obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering. Nothing
in this Agreement shall obligate any Investor to consent to be named as an
underwriter in any Registration Statement. The obligation of the Company to
register the Registrable Securities shall be absolute and unconditional as to
those Securities which the SEC will permit to be registered without naming the
Investors as underwriters. Any delay or delays caused by the Investors by
failure to cooperate as required hereunder shall not constitute a Registration
Default.

               Section 5. Registration Procedures. If and whenever the Company
is required by any of the provisions of this Agreement to effect the
registration of any of the Registrable Securities under the Act, the Company
shall (except as otherwise provided in this Agreement), as expeditiously as
possible, subject to the Investors' assistance and cooperation as reasonably
required with respect to each Registration Statement:


                                        6
<PAGE>

               (a) (i)prepare and file with the SEC such amendments and
        supplements to the Registration Statement and the prospectus used in
        connection therewith as may be necessary to keep such Registration
        Statement effective and to comply with the provisions of the Act with
        respect to the sale or other disposition of all Registrable Securities
        covered by such Registration Statement whenever the Investors shall
        desire to sell or otherwise dispose of the same (including prospectus
        supplements with respect to the sales of Registrable Securities from
        time to time in connection with a registration statement pursuant to
        Rule 415 promulgated under the Act) and (ii) take all lawful action such
        that each of (A) the Registration Statement and any amendment thereto
        does not, when it becomes effective, contain an untrue statement of a
        material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein, in light of the
        circumstances under which they were made, not misleading and (B) the
        prospectus forming part of the Registration Statement, and any amendment
        or supplement thereto, does not at any time during the Registration
        Period include an untrue statement of a material fact or omit to state a
        material fact required to be stated therein or necessary to make the
        statements therein, in light of the circumstances under which they were
        made, not misleading;

               (b) (i)prior to the filing with the SEC of any Registration
        Statement (including any amendments thereto) and the distribution or
        delivery of any prospectus (including any supplements thereto), provide
        draft copies thereof to the Investors as required by Section 3(d) and
        reflect in such documents all such comments as the Investors (and their
        counsel) reasonably may propose respecting the Selling Shareholders and
        Plan of Distribution sections (or equivalents); (ii) furnish to each
        Investor such numbers of copies of a prospectus including a preliminary
        prospectus or any amendment or supplement to any prospectus, as
        applicable, in conformity with the requirements of the Act, and such
        other documents, as such Investor may reasonably request in order to
        facilitate the public sale or other disposition of the Registrable
        Securities owned by such Investor; and (iii) provide to each Investor
        copies of any comments and communications from the SEC relating to the
        Registration Statement, if lawful to do so;

               (c)    register and qualify the Registrable Securities covered by
        the Registration Statement under such other securities or blue sky laws
        of such jurisdictions as the Investors shall reasonably request (subject
        to the limitations set forth in Section 3(d) above), and do any and all
        other acts and things which may be necessary or advisable to enable each
        Investor to consummate the public sale or other disposition in such
        jurisdiction of the Registrable Securities owned by such Investor;

               (d)    list such Registrable Securities on the Principal Market,
        if the listing of such Registrable Securities is then permitted under
        the rules of such Principal Market;

               (e)    notify each Investor at any time when a prospectus
        relating thereto covered by the Registration Statement is required to be
        delivered under the Act, of the happening of any event of which it has
        knowledge as a result of which the prospectus included in the
        Registration Statement, as then in effect, includes an untrue statement
        of a material fact or omits to state a material fact required to be
        stated therein or necessary to


                                       7
<PAGE>

        make the statements therein not misleading in the light of the
        circumstances then existing, subject to Section 3(h), and the Company
        shall prepare and file a curative amendment under Section 5(a) as
        quickly as commercially possible and during such period, the Investors
        shall not make any sales of Registrable Securities pursuant to the
        Registration Statement and during such period; provided, however, any
        period during which the Investors are precluded from making sales of the
        Registrable Securities shall be included in the 20 calendar day period
        in Section 3(h) and any such days herein which exceed, or cause the
        Company to exceed, such 20 calendar day period shall be deemed a
        Registration Default and the Company shall be subject to Liquidated
        Damages as set forth in Section 3(f).

               (f)    as promptly as practicable after becoming aware of such
        event, notify each Investor who holds Registrable Securities subject to
        the Registration Statement (or, in the event of an underwritten
        offering, the managing underwriters) of the issuance by the SEC of any
        stop order or other suspension of the effectiveness of the Registration
        Statement at the earliest possible time and take all lawful action to
        effect the withdrawal, recession or removal of such stop order or other
        suspension;

               (g)    cooperate with the Investors to facilitate the timely
        preparation and delivery of certificates for the Registrable Securities
        to be offered pursuant to the Registration Statement and enable such
        certificates for the Registrable Securities to be in such denominations
        or amounts, as the case may be, as the Investors reasonably may request
        and registered in such names as the Investors may request; and, within 3
        Trading Days after a Registration Statement which includes Registrable
        Securities is declared effective by the SEC, deliver and cause legal
        counsel selected by the Company to deliver to the transfer agent for the
        Registrable Securities (with copies to the Investors) an appropriate
        instruction and, to the extent necessary, an opinion of such counsel;

               (h)    take all such other lawful actions reasonably necessary to
        expedite and facilitate the disposition by the Investors of their
        Registrable Securities in accordance with the intended methods therefor
        provided in the prospectus which are customary for issuers to perform
        under the circumstances;

               (i)    in the event of an underwritten offering, promptly include
        or incorporate in a prospectus supplement or post-effective amendment to
        the Registration Statement such information as the managers reasonably
        agree should be included therein and to which the Company does not
        reasonably object and make all required filings of such prospectus
        supplement or post-effective amendment as soon as practicable after it
        is notified of the matters to be included or incorporated in such
        Prospectus supplement or post-effective amendment; and

               (j)    maintain a transfer agent and registrar for its Common
        Stock.

               Section 6. Indemnification.


                                       8
<PAGE>

               (a)    To the maximum extent permitted by law, the Company agrees
        to indemnify and hold harmless the Investors and each person, if any,
        who controls an Investor within the meaning of the Securities Act (each
        a "Distributing Investor") against any losses, claims, damages or
        liabilities, joint or several (which shall, for all purposes of this
        Agreement, include, but not be limited to, all reasonable costs of
        defense and investigation and all reasonable attorneys' fees and
        expenses), to which the Distributing Investor may become subject, under
        the Securities Act or otherwise, insofar as such losses, claims, damages
        or liabilities (or actions in respect thereof) arise out of or are based
        upon any untrue statement or alleged untrue statement of any material
        fact contained in any Registration Statement, or any related final
        prospectus or amendment or supplement thereto, or arise out of or are
        based upon the omission or alleged omission to state therein a material
        fact required to be stated therein or necessary to make the statements
        therein not misleading; provided, however, that the Company will not be
        liable in any such case to the extent, and only to the extent, that any
        such loss, claim, damage or liability arises out of or is based upon an
        untrue statement or alleged untrue statement or omission or alleged
        omission made in such Registration Statement, preliminary prospectus,
        final prospectus or amendment or supplement thereto in reliance upon,
        and in conformity with, written information furnished to the Company by
        the Distributing Investor, its counsel, affiliates or any underwriter,
        specifically for use in the preparation thereof or by such Investor's
        failure to deliver to the purchaser a copy of the most recent prospectus
        (including any amendments or supplements thereto). This indemnity
        agreement will be in addition to any liability, which the Company may
        otherwise have.

               (b)    To the maximum extent permitted by law, each Distributing
        Investor agrees that it will indemnify and hold harmless the Company,
        and each officer and director of the Company or person, if any, who
        controls the Company within the meaning of the Securities Act, against
        any losses, claims, damages or liabilities (which shall, for all
        purposes of this Agreement, include, but not be limited to, all
        reasonable costs of defense and investigation and all reasonable
        attorneys' fees and expenses) to which the Company or any such officer,
        director or controlling person may become subject under the Securities
        Act or otherwise, insofar as such losses, claims, damages or liabilities
        (or actions in respect thereof) arise out of or are based upon any
        untrue statement or alleged untrue statement of any material fact
        contained in any Registration Statement, or any related final prospectus
        or amendment or supplement thereto, or arise out of or are based upon
        the omission or the alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading, but in each case only to the extent that such
        untrue statement or alleged untrue statement or omission or alleged
        omission was made in such Registration Statement, final prospectus or
        amendment or supplement thereto in reliance upon, and in conformity
        with, written information furnished to the Company by such Distributing
        Investor, its counsel, affiliates or any underwriter, specifically for
        use in the preparation thereof. This indemnity agreement will be in
        addition to any liability, which the Distributing Investor may otherwise
        have. Notwithstanding anything to the contrary herein, the Distributing
        Investor shall be liable under this Section 6(b) for only that amount as
        does not exceed


                                       9
<PAGE>

        the net proceeds to such Distributing Investor as a result of the sale
        of Registrable Securities pursuant to the Registration Statement.

               (c)    Promptly after receipt by an indemnified party under this
        Section 6 of notice of the commencement of any action against such
        indemnified party, such indemnified party will, if a claim in respect
        thereof is to be made against the indemnifying party under this Section
        6, notify the indemnifying party in writing of the commencement thereof;
        but the omission so to notify the indemnifying party will not relieve
        the indemnifying party from any liability which it may have to any
        indemnified party except to the extent the failure of the indemnified
        party to provide such written notification actually prejudices the
        ability of the indemnifying party to defend such action. In case any
        such action is brought against any indemnified party, and it notifies
        the indemnifying party of the commencement thereof, the indemnifying
        party will be entitled to participate in, and, to the extent that it may
        wish, jointly with any other indemnifying party similarly notified,
        assume the defense thereof, subject to the provisions herein stated and
        after notice from the indemnifying party to such indemnified party of
        its election so to assume the defense thereof, the indemnifying party
        will not be liable to such indemnified party under this Section 6 for
        any legal or other expenses subsequently incurred by such indemnified
        party in connection with the defense thereof other than reasonable costs
        of investigation, unless the indemnifying party shall not pursue the
        action to its final conclusion. The indemnified parties as a group shall
        have the right to employ one separate counsel in any such action and to
        participate in the defense thereof, but the fees and expenses of such
        counsel shall not be at the expense of the indemnifying party if the
        indemnifying party has assumed the defense of the action with counsel
        reasonably satisfactory to the indemnified party unless (i) the
        employment of such counsel has been specifically authorized in writing
        by the indemnifying party, or (ii) the named parties to any such action
        (including any impleaded parties) include both the indemnified party and
        the indemnifying party and the indemnified party shall have been advised
        by its counsel that there may be one or more legal defenses available to
        the indemnifying party different from or in conflict with any legal
        defenses which may be available to the indemnified party or any other
        indemnified party (in which case the indemnifying party shall not have
        the right to assume the defense of such action on behalf of such
        indemnified party, it being understood, however, that the indemnifying
        party shall, in connection with any one such action or separate but
        substantially similar or related actions in the same jurisdiction
        arising out of the same general allegations or circumstances, be liable
        only for the reasonable fees and expenses of one separate firm of
        attorneys for the indemnified party, which firm shall be designated in
        writing by the indemnified party). No settlement of any action against
        an indemnified party shall be made without the prior written consent of
        the indemnified party, which consent shall not be unreasonably withheld
        so long as such settlement includes a full release of claims against the
        indemnified party.

               All fees and expenses of the indemnified party (including
        reasonable costs of defense and investigation in a manner not
        inconsistent with this Section and all reasonable attorneys' fees and
        expenses) shall be paid to the indemnified party, as incurred, within
        ten (10) Trading Days of written notice thereof to the indemnifying


                                       10
<PAGE>

        party; provided, that the indemnifying party may require such
        indemnified party to undertake to reimburse all such fees and expenses
        to the extent it is finally judicially determined that such indemnified
        party is not entitled to indemnification hereunder.

               Section 7. Contribution. In order to provide for just and
equitable contribution under the Securities Act in any case in which (i) the
indemnified party makes a claim for indemnification pursuant to Section 6 hereof
but is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that the express provisions of
Section 6 hereof provide for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any indemnified party,
then the Company and the applicable Distributing Investor shall contribute to
the aggregate losses, claims, damages or liabilities to which they may be
subject (which shall, for all purposes of this Agreement, include, but not be
limited to, all reasonable costs of defense and investigation and all reasonable
attorneys' fees and expenses), in either such case (after contribution from
others) on the basis of relative fault as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the applicable
Distributing Investor on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Distributing Investor agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in this
Section 7. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this Section 7 shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

               Notwithstanding any other provision of this Section 7, in no
event shall any Investor be required to undertake liability to any person under
this Section 7 for any amounts in excess of the dollar amount of the proceeds
received by such Investor from the sale of such Investor's Registrable
Securities (after deducting any fees, discounts and commissions applicable
thereto) pursuant to any Registration Statement under which such Registrable
Securities are registered under the Securities Act.

               Section 8. 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 in the
Purchase Agreement 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


                                       11
<PAGE>

deemed effective (a) 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 (b) on the first business day
following the date of sending by reputable courier service, fully prepaid,
addressed to such address, or (c) upon actual receipt of such mailing, if
mailed. Either party hereto may from time to time change its address or
facsimile number for notices under this Section 8 by giving at least ten (10)
days' prior written notice of such changed address or facsimile number to the
other party hereto.

               Section 9. Assignment. This Agreement is binding upon and inures
to the benefit of the parties hereto and their respective heirs, successors and
permitted assigns. The rights granted the Investors under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or
the rights thereto) from an Investor, as otherwise permitted by the Purchase
Agreement.

               Section 10. Additional Covenants of the Company. The Company
agrees that, for so long as it shall be required to maintain the effectiveness
of the Registration Statement, it shall file all reports and information
required to be filed by it with the SEC in a timely manner and take all such
other action so as to maintain such eligibility for the use of such form.

               Section 11. Counterparts/Facsimile. This Agreement may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which, when together shall constitute but one and the same
instrument, and shall become effective when one or more counterparts have been
signed by each party hereto and delivered to the other parties. In lieu of the
original, a facsimile transmission or copy of the original shall be as effective
and enforceable as the original.

               Section 12. Remedies/Severability. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.

               Section 13. Conflicting Agreements. The Company shall not enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement or
otherwise prevents the Company from complying with all of its obligations
hereunder.

               Section 14. Headings. The headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


                                       12
<PAGE>

               Section 15. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made in New York by persons domiciled in New York City and without
regard to its principles of conflicts of laws. The Company and each of the
Investors agree to submit themselves to the in personam jurisdiction of the
state and federal courts situated within the Southern District of the State of
New York with regard to any controversy arising out of or relating to this
Agreement. The non-prevailing party to any dispute hereunder shall pay the
expenses of the prevailing party, including reasonable attorneys' fees, in
connection with any such dispute.

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




                                       13
<PAGE>


                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, as of the date first set forth above.

                                  ACRES GAMING INCORPORATED

                                  By: /s/ Patrick W. Cavanaugh
                                      ----------------------------------------
                                      Patrick W. Cavanaugh, Senior
                                      Vice-President, CFO

                                  INVESTORS:

                                  RIVERVIEW GROUP, LLC

                                  By: /s/ Terry Feeney
                                      ----------------------------------------
                                  Name: Terry Feeney
                                  Title: Chief Operating Officer

                                  OMICRON PARTNERS, LP

                                  By: Omicron Capital L.P., as subadvisor
                                  By: Omicron Capital Inc., it general partner

                                  By: /s/ Olivier Morali
                                      ----------------------------------------
                                      Olivier Morali, President

                                  DEEPHAVEN PRIVATE PLACEMENT
                                  TRADING LTD.

                                  By: /s/ Bruce Lieberman
                                      ----------------------------------------
                                  Name: Bruce Lieberman
                                  Title: Director Private Placement Trading



                                       14