EXHIBIT 10.1




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                 REGULATION S SECURITIES SUBSCRIPTION AGREEMENT


         THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH  THE  UNITED  STATES
SECURITIES  AND EXCHANGE  COMMISSION  UNDER THE U.S.  SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"),  OR THE SECURITIES  COMMISSION OF ANY STATE UNDER ANY STATE
SECURITIES   LAW.  THEY  ARE  BEING  OFFERED   PURSUANT  TO  AN  EXEMPTION  FROM
REGISTRATION  UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE
SECURITIES  MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  IN THE UNITED
STATES OR TO A U.S.  PERSON (AS SUCH TERM IS DEFINED IN REGULATION S) UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
SUCH OFFERS,  SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

         THIS SUBSCRIPTION  AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION  OF AN OFFER TO BUY, ANY OF THE SECURITIES  OFFERED HEREBY BY OR TO
ANY PERSON IN ANY  JURISDICTION  IN WHICH SUCH  OFFER OF  SOLICITATION  WOULD BE
UNLAWFUL.  INVESTMENT  IN THESE  SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  IN
MAKING AN INVESTMENT  DECISION,  INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND THE TERMS OF THE  OFFERING,  INCLUDING  THE MERITS AND THE RISKS
INVOLVED.  THESE  SECURITIES  HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE  FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED OR  DETERMINED  THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         This Regulation S Securities Subscription Agreement (the "Agreement" or
the "Subscription  Agreement") is executed by the undersigned (the "Subscriber")
in connection with the offer and  subscription by the Subscriber for 1428 shares
of  Series  A  Preferred  Stock  (the  "Preferred   Stock")  of  SPINTEK  GAMING
TECHNOLOGIES,  INC., a California  corporation (the  "Company").  The Company is
offering, in the aggregate,  1428 shares (U.S.) of Series A Preferred Stock (the
"Preferred  Stock") at an aggregate  purchase  price of the  Preferred  Stock at
$1,000,000.00 (U.S.). The purchase price represents a 30% discount from the face
amount  ($1,428,000.00)  of the Preferred Stock issued (1428 shares at $1,000.00
face value each per share. The terms of the Preferred Stock, including the terms
on which the  Preferred  Stock may be  converted  into  shares of the  Company's
common  stock,  $.002  par  value  per  share  ("Shares"),  are set forth in the
Certificate of Designation  attached  hereto as Exhibit A. The  solicitation  of
this  Subscription  and, if accepted by the  Company,  the offer and sale of the
Preferred  Stock, are being made in reliance upon the provisions of Regulation S
("Regulation S") promulgated  under the United States Securities Act of 1933, as
amended (the "Act"). The Preferred Stock and the Shares issuable upon conversion
thereof are sometimes  referred to herein as the  "Securities."  The  Subscriber
wishes to subscribe for the amount of Preferred Stock set forth in Section 15 in
accordance  with the terms and  conditions  of this  Agreement.  It is agreed as
follows:
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1.       Offer to Subscribe; Purchase Price

         The Subscriber  hereby offers to purchase and subscribe for 1428 shares
of Preferred  Stock at $1,000.00 per share,  for an aggregate  purchase price of
$1,000,000.00. The Closing shall be deemed to occur when this Agreement has been
executed by both the  Subscriber  and the Company  (the  "Closing")  and payment
shall have been made by the Subscriber, by wire transfer, as directed in writing
by the Company on the day so directed, to an escrow agent, against the Company's
delivery of certificates  representing  the Preferred Stock subscribed for under
the terms of this  Agreement.  If the Closing  does not occur,  the funds of the
Subscriber  shall  be  returned  from  escrow.  The  payment  shall  be  made by
delivering same day funds in United States Dollars as designated above.

2.       Representations; Access to Information; Independent Information; 
     Independent Investigation

         The  Subscriber  represents  and  warrants  to and  covenants  with the
Company,  on its own behalf and on behalf of each person or entity for which the
Subscriber is acting as a fiduciary, as follows:

     2.1 Offshore  Transaction.  The  Subscriber  represents and warrants to the
Company that (i) neither the Subscriber nor any of the investors on whose behalf
the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors")
is a "U.S.  person" as that term is defined in Rule  902(o) of  Regulation  S (a
copy of which  definition is attached as Exhibit B); and neither the  Subscriber
nor any Investor is an entity  organized or  incorporated  under the laws of any
foreign  jurisdiction  by any  "U.S  person"  principally  for  the  purpose  of
investing in securities not registered  under the Act,  unless the Subscriber is
or was organized or incorporated by "U.S. persons" who are accredited  investors
(as  defined  in Rule  501(a)  under the Act) and who are not  natural  persons,
estates or trusts  ("Institutional  Investors"),  and all owners of interests in
such entity who are "U.S. persons" are Institutional  Investors, and not natural
persons,  estates or trusts;(ii)  the shares of Preferred Stock were not offered
to the  Subscriber  or to any  Investor in the United  States and at the time of
execution of this  Subscription  Agreement and of any offer to the Subscriber or
to the Investors to purchase the Preferred Stock  hereunder,  the Subscriber and
each  such  Investor  was  physically  outside  the  United  States;  (iii)  the
Subscriber is purchasing the Securities for its own account and not on behalf of
or for the benefit of any U.S.  person and the sale and resale of the Securities
have not  been  prearranged  with  any  buyer  in the  United  States;  (iv) the
Subscriber and to the best knowledge of the Subscriber each distributor, if any,
participating  in the offering of the Securities,  has agreed and the Subscriber
hereby  agrees  that  all  offers  and  sales  of the  Securities  prior  to the
expiration  of a period  commencing  on the  Closing of all shares of  Preferred
Stock offered and ending forty (40) days  thereafter (the  "Restricted  Period")
shall not be made to U.S.  persons or for the account or benefit of U.S. persons
and shall  otherwise be made in compliance  with the provisions of Regulation S.
Subscriber  has not been  engaged or acted as or on behalf of a  distributor  or
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dealer (and is not an affiliate of a distributor or dealer) with respect to this
transaction.

         2.2 Independent Investigation. The Subscriber, in offering to subscribe
for the Securities hereunder, has relied upon an independent  investigation made
by it for itself and on behalf of the Investors, the Subscriber representing and
warranting  that  it has  full  power  and  authority  to act on  behalf  of the
Investors,  and has,  prior to the date  hereof,  been  given  access to and the
opportunity  to examine all books and records of the  Company,  and all material
contracts and documents of the Company.  The Subscriber  will keep  confidential
all non-public  information  regarding the Company that the Subscriber  receives
from the Company.  In making its  investment  decision to purchase the Preferred
Stock,  the  Subscriber and each Investor are not relying on any oral or written
representations  or  assurances  from the  Company  or any  other  person or any
representation  of the  Company or any other  person  other than as set forth in
this  Agreement,  public  filings of the Company or in a document  executed by a
duly  authorized   representative  of  the  Company  making  reference  to  this
Agreement. The Subscriber and each Investor have such experience in business and
financial  matters  that  they  are  capable  of  evaluating  the  risk of their
investment and determining the suitability of their  investment.  The Subscriber
and each Investor are sophisticated  investors, as defined in Rule 506(b)(2)(ii)
of Regulation D, and  accredited  investors as defined in Rule 501 of Regulation
D, a copy of which definition is attached hereto as Exhibit C.

     2.3  Economic  Risk.  The  Subscriber  and each  Investor  understands  and
acknowledges that an investment in the Preferred Stock involves a high degree of
risk,  including a possible  total loss of  investment.  The Subscriber and each
Investor  represents  that the  Subscriber and each Investor is able to bear the
economic risk of an investment in the Preferred  Stock. In making this statement
the  Subscriber  hereby  represents  and warrants that the  Subscriber  and each
Investor  has  adequate  means  of  providing  for  the  Subscriber's  and  each
Investor's current needs and contingencies;  the Subscriber and each Investor is
able to afford to hold the  Preferred  Stock for an  indefinite  period  and the
Subscriber  further  represents  that the Subscriber and each Investor have such
knowledge and  experience in financial and business  matters that the Subscriber
and each  Investor  are  capable  of  evaluating  the  merits  and  risks of the
investment  in the  Preferred  Stock to be received by the  Subscriber  and each
Investor.  Further,  the  Subscriber  represents  that the  Subscriber  and each
Investor are able to bear the economic  risks of an  investment in the Preferred
Stock;  the  Subscriber  and the Investor  have no present need for liquidity in
such  Preferred  Stock;  the  Subscriber and each Investor can afford a complete
loss of such  investment in the Preferred  Stock;  and the  Subscriber  and each
Investor are willing to accept such investment risks.

     2.4 No  Government  Recommendation  or Approval.  The  Subscriber  and each
Investor  understand  that no United  States  federal or state agency or similar
agency  of any other  country  has  passed  upon or made any  recommendation  or
endorsement  of  the  Company,  this  transaction  or  the  subscription  of the
Securities.
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     2.5 No  Directed  Selling  Efforts  in  Regard  to  this  Transaction.  The
Subscriber has not, and to the best of the Subscriber's  knowledge,  neither the
Company  nor any  distributor,  if any,  participating  in the  offering  of the
Securities  nor any person  acting for the Company or any such  distributor  has
conducted any "directed  selling efforts" as that term is defined in Rule 902 of
Regulation S. Such activity includes, without limitation, the mailing of printed
material to investors  residing in the United States, the holding of promotional
seminars in the United  States,  the placement of  advertisements  with radio or
television stations  broadcasting in the United States or in publications with a
general  circulation  in the United  States,  which  discuss the offering of the
Securities.

     2.6 Reliance on Representation.  This Agreement is made by the Company with
the Subscriber in reliance upon such Subscriber's  representations and covenants
made in this Section 2, which by his execution of this  Agreement the Subscriber
hereby confirms.  If the Subscriber includes or consists of more than one person
or entity,  the obligations of the Subscriber shall be joint and several and the
representations  and warranties  herein  contained shall be deemed to be made by
and be  binding  upon each such  person or entity  and their  respective  heirs,
executors, administrators, successors and assigns.

     2.7 No  Registration.  Subscriber  understands that the Preferred Stock and
the Common Stock issuable upon  conversion of the Preferred  Stock have not been
registered under the Act and are being offered and sold pursuant to an exemption
from registration contained in the Act based in part upon the representations of
Subscriber  contained  herein.  The Common Stock does,  however,  carry  certain
registration  rights as set forth in the Registration  Rights Agreement executed
by the parties hereto (the "Registration Rights Agreement").

     2.8 No Public  Solicitation.  Subscriber knows of no public solicitation or
advertisement  of an offer in connection with the proposed  issuance and sale of
the Preferred Stock.

     2.9  Investment  Intent.  Subscriber  and each  Investor are  acquiring the
Preferred  Stock to be issued and sold hereunder  (and the Shares  issuable upon
conversion of the Preferred  Stock) for the Subscriber  and each  Investor's own
account (or for
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beneficiaries'  accounts over which the Subscriber has investment discretion but
no  discretionary  voting or dispositive  authority).  Subscriber and each other
party  acquiring  Preferred Stock and the Shares issuable upon conversion of the
Preferred  Stock pursuant to this  Agreement are acquiring  such  securities for
investment  and  not  with  a  view  to  the  distribution  thereof.  Subscriber
understands  that  Subscriber  and each  Investor must bear the economic risk of
this  investment  indefinitely  unless the sale of such Preferred  Stock or such
Shares is registered pursuant to the Act, or an exemption from such registration
is available, and that except as set forth in the Registration Rights Agreement,
the  Company  has no  present  intention  of  registering  any such  sale of the
Preferred  Stock or such  Shares.  Subscriber  for  itself and on behalf of each
Investor  represents  and warrants to the Company that it has no present plan or
intention of selling the Preferred Stock or the Shares in the United States, has
made no  predetermined  arrangements  to sell the Preferred  Stock or the Shares
other  than as  provided  in the  Registration  Rights  Agreement  and  that the
offering by the Company of its securities to the Subscriber,  as contemplated in
this  Subscription  Agreement  (the  "Offering"),  together with any  subsequent
resale of the Preferred Stock or the Shares,  is not part of a plan or scheme to
evade the registration  provisions of the Act. Subscriber currently has no short
position  in the  Shares,  including  any short  call  position  or any long put
position or any contract or  arrangement  that has the effect of  eliminating or
substantially  diminishing  the risk of ownership of the Preferred  Stock or the
Shares, nor has engaged in any hedging transaction with respect to the Preferred
Stock or the Shares. Subscriber covenants that neither Subscriber, any Investor,
nor any of their  respective  affiliates  nor any person  acting on its or their
behalf  has the  intention  of  entering,  or will enter  during the  Restricted
Period, into any put option,  short position or any hedging transaction or other
similar  instrument  or position with respect to the Shares or securities of the
same class as the Shares and neither  Subscriber,  any Investor nor any of their
respective  affiliates  nor any person acting on its or their behalf will use at
any time Shares  acquired  pursuant to this  Agreement to settle any put option,
short  position  or other  similar  instrument  or  position  that may have been
entered into prior to the execution of this Agreement.

     2.10 No Sale in Violation of the Act.  Subscriber further covenants neither
Subscriber nor any Investor will make any sale, transfer or other disposition of
the Preferred Stock or the Shares in violation of the Act (including  Regulation
S), the Securities  Exchange Act of 1934, as amended (the "Exchange Act") or the
rules  and   regulations  of  the  Securities  and  Exchange   Commission   (the
"Commission") promulgated thereunder.

     2.11  Incorporation  and  Authority.  Subscriber  has the  full  power  and
authority  to execute,  deliver and perform  this  Agreement  and to perform its
obligations hereunder for itself and on behalf of the Investors.  This Agreement
has been duly  approved by all  necessary  action of  Subscriber,  including any
necessary shareholder approval,  has been executed by persons duly authorized by
Subscriber,   and  constitutes  a  valid  and  legally  binding   obligation  of
Subscriber, enforceable in accordance with its terms.

     2.12 No Reliance on Tax Advice.  Subscriber and each Investor have reviewed
with his, her or its own tax advisors the foreign,  federal, state and local tax
consequences  of  this  investment,   where  applicable,  and  the  transactions
contemplated by this Agreement.  Subscriber and each Investor are relying solely
on such advisors and not on any statements or  representations of the Company or
any of their agents and understands  that Subscriber (and not the Company) shall
be  responsible  for the  Subscriber's  or Investor's own tax liability that may
arise as a result of this  investment or the  transactions  contemplated by this
Agreement.

     2.13 Independent Legal Advice.  Subscriber acknowledges that Subscriber and
each  Investor  have  had the  opportunity  to  review  this  Agreement  and the
transactions  contemplated  by this Agreement with his or her own legal counsel.
Subscriber is relying solely on such counsel and not on any statements or

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representations  of the  Company  or any of its  agents  for legal  advice  with
respect to this investment or the  transactions  contemplated by this Agreement,
except for the representations, warranties and covenants set forth herein and in
the opinion provided for in Section 7.6 herein. Subscriber acknowledges that the
law firm of  Nelson  Mullins  Riley &  Scarborough,  L.L.P.,  which is acting as
escrow  agent in  connection  with this  transaction,  is not legal  counsel  to
Subscriber  and has not provided  legal advice to Subscriber in connection  with
this transaction.

     2.14  Compliance.  If Subscriber or any Investor becomes subject to Section
13(d) of the  Exchange  Act,  Subscriber  or such  Investor  will  duly file the
required Schedule thereunder.

     2.15 Not an Affiliate.  Neither  Subscriber nor any Investor is an officer,
director or "affiliate"  (as that term is defined in Rule 405 of the Act) of the
Company.  For this purpose, it is hereby represented (and such representation is
hereby  accepted by Company)  that  neither  Subscriber  nor any  Investor  will
beneficially own, at any time, more than 10% of the total issued and outstanding
shares of Common Stock of the Company.  Subscriber  does not have voting control
or power of disposition over securities owned by the Investor and no Investor is
an affiliate of another Investor or Subscriber.

     2.16 No  Pledges.  Neither  Subscriber  nor any  Investor  has  pledged the
Securities,  and will not pledge the Securities during the Restricted Period (as
defined  below),  as  collateral  in a margin  account or otherwise  with a U.S.
person.

     2.17 No  Inquiries.  Subscriber  has not been the  subject of a  regulatory
inquiry by ------------ the Commission.

     2.18 Warranties of Other Parties. If Subscriber is purchasing the Preferred
Stock for the accounts of parties  other than  Subscriber  (as  contemplated  by
Section  2.9  above),  Subscriber  has  full  power  and  authority  to make the
representations,  warranties and  agreements  made pursuant to this Agreement on
behalf of the  owners of such  accounts,  and agrees  that each  representation,
warranty and agreement  made by Subscriber  herein is also made by and on behalf
of each owner of each such account.

3.       Resales

         Subscriber  acknowledges  and agrees that the  Securities  may and will
only  be  resold  (a)  in  compliance  with  Regulation  S;  (b)  pursuant  to a
Registration  Statement  under the Act;  or (c)  pursuant to an  exemption  from
registration under the Act.
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4.       Legends; Subsequent Transfer of Securities

         4.1 Legends. The certificate(s)  representing the Preferred Stock shall
bear the legend set forth below and any other legend,  if such legend or legends
are reasonably required by the Company to comply with state,  federal or foreign
law.  Assuming  that  there are no changes  in the  material  facts set forth in
Section 2 of this  Agreement  or  applicable  law from the date hereof until the
date of conversion,  and subject to the Company's  transfer agent's receipt of a
legal opinion from legal counsel to the Company,  the  certificate  representing
the Shares into which the  Preferred  Stock are converted  after the  Restricted
Period shall not bear a legend.

     "The shares of Series A  Preferred  Stock of Spintek  Gaming  Technologies,
     Inc.  (the  "Issuer")  represented  by this  certificate  have been  issued
     pursuant to Regulation S, promulgated  under the Securities Act of 1933, as
     amended  (the  "Act"),  and have not been  registered  under the Act or any
     applicable  state  securities laws. These shares may not be offered or sold
     within the United  States or to or for the  account of a "U.S.  Person" (as
     that term is defined in Regulation  S) during the period  commencing on the
     sale of these  securities  and ending on the fortieth  (40th) day following
     completion  of the  Regulation  S offering of the Issuer  pursuant to which
     these  shares  have been  issued,  which day is  ______________,  1997 (the
     "Restricted  Period").  The shares of Preferred  Stock  represented by this
     certificate  may first be converted into common stock of the issuer on that
     date which is 45 days after the date of  issuance.  The Issuer  will notify
     the transfer  agent of the date of  completion  of such offering and of the
     expiration  of  such  Restricted  Period.   Following   expiration  of  the
     Restricted  Period,  these  shares may not be offered or sold  unless  such
     offer or sale is registered or exempt from registration under the Act."

         4.2 Transfers. Subject to receipt of a legal opinion from legal counsel
to the Company,  the Company  agrees,  and shall  instruct its agents,  that the
Securities may be transferred to any person or entity who is not an affiliate of
the Company if such transfer occurs after the Restricted Period and the transfer
is made in compliance  with the Act. Upon election by the  Subscriber to convert
the Preferred Stock into Shares,  the Subscriber  shall deliver to the Company a
duly  completed  Notice of  Conversion  (a "Notice of  Conversion")  in the form
attached to this Agreement.

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5.       Issuance of Further Securities

         5.1  Restrictions on Additional  Issuances.  The Company will not issue
any debt or equity  securities  for cash in public or  private  capital  raising
transactions  for a period of ninety  (90) days after the  Closing,  without the
prior written consent of the Subscriber;  provided, however, the requirement for
Subscriber's  prior  written  consent  shall not apply to: (i) the  issuance  of
securities   pursuant  to  the  exercise  of  options  or  warrants  issued  and
outstanding on September 30, 1997; (ii) any transaction  involving the Company's
arrangements,  now or in the  future,  with  commercial  banks or other  lending
institutions;  (iii)  issuances of  securities  pursuant to the  acquisition  of
another  corporation by the Company by merger,  purchase of substantially all of
the assets or other  reorganization  whereby  the  Company  owns more than fifty
percent  (50%)  of  the  voting  power  of  such   corporation   following  such
transaction;  (iv) any  acquisition  or disposition of a product or a license by
the  Company on the  condition  that such  issuance  is approved by the Board of
Directors of the Company;  or (v) the issuance of  securities  upon  exercise or
conversion  of the  Company's  Preferred  Stock or note issued to the Malcolm C.
Davenport V Family Trust in the principal amount of $500,000  outstanding on the
date  of  the  Closing  (collectively,  the  "Permitted  Issuances");  provided,
however,  this  restriction  shall be null and void if the  Subscriber  fails to
invest an  additional  $500,000 in the Company  within  forty (40) days from the
date of Closing.

         5.2 Right of First Refusal. The Company hereby grants to the Subscriber
the right of first refusal to purchase all (or any part) of New  Securities  (as
defined in this  Section)  that the Company may,  from time to time,  propose to
sell and issue prior to June 30, 1999. "New  Securities"  shall mean any capital
stock of the Company,  whether now  authorized  or not,  and rights,  options or
warrants to purchase said capital  stock,  and debt or equity  securities of any
type  whatsoever that are, or may become,  convertible  into said capital stock;
provided,  however,  that the term "New Securities"  does not include  Permitted
Issuances or stock  options  granted to full-time  employees or directors of the
Company.  In the event that the Company proposes to undertake an issuance of New
Securities,  it shall  give the  Subscriber  written  notice  of its  intention,
describing  the type of New  Securities,  the price and the  general  terms upon
which the Company  proposes to issue the same. The Subscriber shall have fifteen
(15) days from the date of receipt of any such notice to agree to  purchase  all
or less than all of the New  Securities for the price and upon the general terms
specified  in the notice by giving  written  notice to the  Company  and stating
therein the quantity of New Securities to be purchased.  If the Subscriber fails
to exercise in full the right of first  refusal  within  such  fifteen  (15) day
period,  the  Company  shall  have sixty  (60) days  thereafter  to sell the New
Securities  respecting  which the Subscriber's  rights were not exercised,  at a
price and upon general terms no more  favorable to the  purchasers  thereof than
specified in the  Company's  notice.  In the event that the Company has not sold
the New  Securities  within  such sixty (60) day period,  the Company  shall not
thereafter  issue  or sell  any  New  Securities  without  first  offering  such
securities to the Subscriber in the manner  provided  above.  The right of first
refusal granted under this Section shall terminate upon the earlier of: (i) June
30,  1999;  or (ii)  the  date  upon  which  the  Subscriber  ceases  to own any
securities: (a) purchased in the Offering; (b) issued with respect

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to or upon conversion of securities purchased in the Offering;  or (c) purchased
pursuant to the right of first refusal granted under this Section.

6.       Representations, Warranties and Covenants of Company

         The  Company   represents  and  warrants  to  and  covenants  with  the
Subscriber as follows:

     6.1  Organization,  Good  Standing,  and  Qualification.  The  Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California and has all requisite  corporate  power and authority
to carry on its business as now conducted  and as proposed to be conducted.  The
Company is duly  qualified to transact  business and is in good standing in each
jurisdiction  in which the failure to so qualify  would have a material  adverse
effect on the business or properties of the Company and its  subsidiaries  taken
as a whole.  The Company to its  knowledge  is not the subject of any pending or
threatened  investigation or  administrative or legal proceeding by the Internal
Revenue Service,  the taxing authorities of any state or local jurisdiction,  or
the  Securities  and Exchange  Commission  which have not been  disclosed in the
reports referred to in Section 6.5 below.

     6.2 Corporate Condition. None of the Company's filings made pursuant to the
Exchange Act, including, but not limited to, those reports referenced in Section
6.5 below,  contains any untrue statement of a material fact or omits to state a
material fact  necessary in order to make the  statements  made, in light of the
circumstances  under which they were made,  not  misleading.  There have been no
material adverse changes in the Company's  financial condition or business since
the date of  those  reports  which  have not been  disclosed  to  Subscriber  in
writing.

     6.3  Authorization.  All corporate  action on the part of the Company,  its
officers, directors and shareholders necessary for the authorization,  execution
and  delivery of this  Agreement,  the  performance  of all  obligations  of the
Company hereunder and the authorization,  issuance (or reservation for issuance)
and  delivery  of the shares of  Preferred  Stock being sold  hereunder  and the
Common Stock  issuable upon  conversion of the Preferred  Stock have been taken,
and this  Agreement  constitutes a valid and legally  binding  obligation of the
Company, enforceable in accordance with its terms.

     6.4 Valid  Issuance of  Preferred  Stock and Common  Stock.  The  Preferred
Stock,  when issued,  sold and delivered in accordance with the terms hereof for
the consideration expressed herein, will have been issued in compliance with all
applicable  U.S.  federal and state  securities  laws. The Common Stock issuable
upon  conversion of the Preferred Stock when issued in accordance with the terms
thereof,  shall be duly and  validly  issued  and  outstanding,  fully  paid and
nonassessable,  and  based  in part on the  representations  and  warranties  of
Subscriber  and  any  transferee  of the  Preferred  Stock,  will be  issued  in
compliance with all applicable U.S. federal and state securities laws.
<PAGE>

     6.5 Current Public Information.  The Company represents and warrants to the
Subscriber that the Company is a "reporting issuer" as defined in Rule 902(l) of
Regulation S and it has a class of securities  registered under Section 12(g) of
the Exchange Act and has filed all the materials required to be filed as reports
pursuant to the Exchange Act for a period of at least  twelve  months  preceding
the date hereof (or for such  shorter  period as the Company was required by law
to file such  material).  The Company  undertakes to furnish the Subscriber with
copies  of  such  other  information  as  may  be  reasonably  requested  by the
Subscriber prior to consummation of this Offering.

     6.6 No Directed Selling Efforts in Regard to this Transaction.  The Company
has not, and to the best of the Company's  knowledge  neither the Subscriber nor
any  distributor,  if any,  participating in the offering of the Preferred Stock
nor any person acting for the Company or any such  distributor has conducted any
"directed  selling efforts" as that term is defined in Rule 902 of Regulation S.
Such activity includes,  without limitation,  the mailing of printed material to
investors residing in the United States, the holding of promotional  seminars in
the United  States,  the  placement of  advertisements  with radio or television
stations  broadcasting  in the United States or in  publications  with a general
circulation  in the United  States,  which  discuss the offering of Shares.  The
Company  represents  and  warrants  that the  Offering  is not part of a plan or
scheme to evade the registration provisions of the Act.

     6.7 No  Conflicts.  The  execution  and delivery of this  Agreement and the
consummation of the issuance of the Securities and the transactions contemplated
by this Agreement do not and will not conflict with or result in a breach by the
Company of any of the terms or provisions of, or constitute a default under, the
Certificate  of  Incorporation  or  bylaws  of the  Company,  or any  indenture,
mortgage,  deed of trust or other  material  payment or  instrument to which the
Company is a party or by which it or any of its  properties or assets are bound,
or any existing  applicable decree,  judgment or order of any court,  Federal or
State regulatory body,  administrative  agency or other governmental body having
jurisdiction over the Company or any of its properties or assets.

     6.8 Issuance of Securities. The Company will issue one or more certificates
representing the Preferred Stock in the name of Subscriber in such denominations
of $1,000 or greater to be specified by the  Subscriber  prior to Closing.  Upon
conversion of the Preferred  Stock in accordance  with their terms,  the Company
will  issue  one  or  more  certificates  representing  Shares  in the  name  of
Subscriber  and in such  denominations  to be specified by  Subscriber  prior to
conversion. Subject to the Company's transfer agent's receipt of a legal opinion
from legal  counsel to the Company,  the Shares to be issued upon  conversion of
the Preferred Stock shall not bear any restrictive  legends. The Company further
warrants that no instructions  other than these  instructions,  and instructions
for a "stop transfer" until the end of the Restricted Period, have been given to
the transfer  agent and also warrants that the Shares shall  otherwise be freely
transferable  by Subscriber  on the books and records of the Company  subject to
compliance  with  Federal  and State  securities  laws,  the  receipt of a legal
opinion from legal  counsel to the Company and the terms of the  Certificate  of
Designation for the Preferred  Stock. The Company will notify the transfer agent
of the date of  completion  of the Offering and of the date of expiration of the
Restricted Period.  Nothing in this section shall affect in any way Subscriber's
obligations  and agreement to comply with all  applicable  securities  laws upon
resale of the Securities.
<PAGE>
     6.9 No Action.  The Company has not taken and will not take any action that
will  affect in any way the running of the  Restricted  Period or the ability of
Subscriber  to resell  freely  the  Securities  in  accordance  with  applicable
securities laws and the Agreement.

     6.10  Compliance  with  Laws.  As of the date  hereof,  the  conduct of the
business of the Company  complies in all  material  respects  with all  material
statutes,  laws, regulations,  ordinances,  rules, judgments,  orders or decrees
applicable thereto. The Company has not received notice of any alleged violation
of any statute, law,  regulations,  ordinance,  rule, judgment,  order or decree
from any  governmental  authority.  The Company shall comply with all applicable
securities  laws with respect to the sale of the  Securities,  including but not
limited  to the  filing  of all  reports  required  to be  filed  in  connection
therewith with the  Securities and Exchange  Commission or any stock exchange or
the NASDAQ Stock Market or any other regulatory authority.

     6.11 Litigation. Except as disclosed in the Company's Annual Report on Form
10- KSB for the year ended June 30, 1997, there is no action, suit or proceeding
before or by any court or governmental agency or body, domestic or foreign,  now
pending or, to the  knowledge of the Company,  threatened,  against or affecting
the Company,  or any of its  properties,  which could  reasonably be expected to
result in any material  adverse change in the business,  financial  condition or
results of operations of the Company,  or which could  reasonably be expected to
materially and adversely affect the properties or assets of the Company.

     6.12 No U.S.  Offering.  The Company represents that it has not offered the
Securities to the Subscriber or any Investor in the U.S. or to any person in the
United States or any U.S. person.

     6.13 Disclosures. There is no fact known to the Company (other than general
economic  conditions known to the public  generally) that has not been disclosed
in writing to the  Subscriber  that (a) could  reasonably  be expected to have a
material  adverse  effect on the  business,  financial  condition  or results of
operations of the Company,  or which could  reasonably be expected to materially
and  adversely  affect  the  properties  or assets of the  Company  or (b) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations  pursuant to this Subscription  Agreement and
the issuance of the Convertible Debentures hereunder.

     6.14 Commissions.  Except for a fee which is payable by the Company to J.P.
Carey Enterprises,  Inc., no other person,  firm or corporation will be entitled
to receive any  brokerage  fee,  commission  or other  similar  payment from the
Company in connection  with the  consummation of the  transactions  contemplated
hereby and the Company  shall not make any such  payment to any person,  firm or
corporation other than J.P. Carey Enterprises, Inc.

     6.15 Capitalization.  The Company, as of the date of the Closing, will have
outstanding the number of shares of Common Stock,  Preferred Stock,  Options and
Warrants as set forth on Exhibit D.
<PAGE>
7.       Additional Covenants of Company

     7.1 Accountants.  The Company shall,  until at least the second anniversary
of the date of the Closing (the  "Closing  Date"),  maintain as its  independent
auditors an accounting firm that is authorized to practice before the SEC.

     7.2 Corporate  Existence and Taxes.  The Company shall,  until at least the
second anniversary of the Closing Date, maintain its corporate existence in good
standing,  and shall  pay all its  taxes  when due  except  for taxes  which the
Company disputes.

     7.3 Reserved  Shares and Listings.  For so long as any Preferred Stock held
by the Subscriber remains outstanding:

      (a) The Company will reserve from its  authorized  but unissued  shares of
          Common Stock ("Common Stock") a sufficient  number of Shares to permit
          the conversion in full of the  outstanding  stated value (face amount)
          of Preferred Stock; and

      (b) the  Company  will  maintain  the  listing of its Shares on the NASDAQ
          Bulletin Board Market System.

     7.4 Liquidated Damages for Late Conversion. As set forth in the Certificate
of  Designation  for the Preferred  Stock,  the Company shall use all reasonable
efforts to issue and deliver,  within three  business days after the  Subscriber
has fulfilled all conditions and submitted all necessary documents duly executed
and in proper form required for conversion (the  "Deadline"),  to the Subscriber
or any party  receiving  the  Preferred  Stock by transfer  from the  Subscriber
(together with the Subscriber,  a "Holder"), at the address of the Holder on the
books of the Company,  a certificate or certificates for the number of Shares of
Common Stock to which the Holder shall be entitled. The Company understands that
a delay in the issuance of the Shares of Common Stock beyond the Deadline  could
result in economic loss to the Holder.  As  compensation  to the Holder for such
loss,  the  Company  agrees to pay  liquidated  damages  to the  Holder for late
issuance of Shares upon  conversion  in accordance  with the following  schedule
(where "No. Business Days Late" is defined as the number of business days beyond
ten  business  days  from the date of  receipt  by the  Company  of a Notice  of
Conversion and the transfer agent of all necessary  documentation  duly executed
and in proper form required for conversion,  including the original  certificate
representing  the Preferred  Stock to be converted,  all in accordance with this
Agreement, the Preferred Stock and the requirements of the transfer agent):


      No. Business Days Late            Liquidated Damages
      ----------------------            ------------------
                                          
               1                                 $500
               2                                 $1,000
               3                                 $1,500
               4                                 $2,000
               5                                 $2,500
               6                                 $3,000
               7                                 $3,500
               8                                 $4,000
               9                                 $4,500
               10                                $5,000
                >10                              $5,000 + $1,000 for each
                                                        Business Day Late beyond
                                                        10 days
<PAGE>
The Company  shall pay the Holder any  liquidated  damages  incurred  under this
Section by check upon the earlier to occur of (i)  issuance of the Shares to the
Holder or (ii) each  monthly  anniversary  of the receipt by the Company of such
Holder's Notice of Conversion. Nothing herein shall limit the Subscriber's right
to pursue actual  damages for the Company's  failure to issue and deliver shares
of  Common  Stock  to  the  Subscriber  in  accordance  with  the  terms  of the
Certificate of Designation.

     7.5  Conversion  Notice.  The Company agrees that, in addition to any other
remedies which may be available to the  Subscriber,  including,  but not limited
to, remedies  available  under Section 7.4 of this  Agreement,  in the event the
Company  fails for any reason,  other than an act of God, to effect  delivery to
the  Subscriber of  certificates  representing  Shares within three (3) business
days following  receipt by the Company of a Notice of  Conversion,  the Investor
will be entitled to revoke the Notice of  Conversion  by  delivering a notice to
such effect to the Company  whereupon the Company and the Subscriber  shall each
be restored to their respective positions  immediately prior to delivery of such
Notice of Conversion.

     7.6 Opinion of Counsel.  Subscriber shall, upon purchase of the Convertible
Debentures, receive an opinion letter from Schreeder Wheeler & Flint, Counsel to
the Company, to the effect that (i) the Company is duly incorporated and validly
existing; (ii) this Agreement and the issuance of Preferred Stock have been duly
approved by all required  corporate action,  and that all such securities,  upon
due  issuance,  shall  be  validly  issued  and  outstanding,   fully  paid  and
nonassessable;  (iii) this Agreement and the  Registration  Rights Agreement are
valid and binding  obligations of the Company,  enforceable  in accordance  with
their terms, except as enforceability of any  indemnification  provisions may be
limited  by  principles  of  public  policy,  and  subject  to laws  of  general
application  relating to  bankruptcy,  insolvency  and the relief of debtors and
rules of laws governing specific  performance and other equitable remedies;  and
(iv) based upon the  representations  and  warranties  of the  Company  and each
Subscriber  in the Offering,  the offer and sale of the  Preferred  Stock to the
Subscriber is exempt from the  registration  requirements of the Securities Act;
except  that  with  respect  to the  foregoing  opinions  counsel  may add  such
qualifications  as are consistent  with firm  practice,  including an assumption
that  the  transaction  does  not  constitute  a plan or  scheme  to  evade  the
registration provisions of the Act.


     7.7 Form 8-K Filing. The Company shall timely file a Form 8-K in connection
with the  Offering,  and will  timely make any and all such  additional  filings
under the securities laws deemed necessary by such counsel.

     7.8  Registration  Rights.  The  Company  will  grant  the  Subscriber  the
registration  rights covering the Shares issuable on conversion of the Preferred
Stock on substantially the terms of the Registration  Rights Agreement  attached
hereto as Exhibit E on the Closing Date.
<PAGE>
8.       Conversion Right

         The Company knows of no reason for  disallowing  the  conversion of the
Preferred Stock into Shares upon expiration of the Restricted  Period and hereby
covenants and agrees to permit such  conversion  and not to use legal process or
take any action to prevent such conversion.

9.       Governing Law

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Georgia,  U.S.A.,  applicable to agreements made in and
wholly to be performed in that  jurisdiction,  except for matters  arising under
the Act or the Exchange Act which matters shall be construed and  interpreted in
accordance with such laws. Any action brought to enforce,  or otherwise  arising
out of,  this  Agreement  shall be heard and  determined  in either a federal or
state court sitting in the State of Georgia, U.S.A.

10.      Entire Agreement; Amendment

         This Agreement,  the Preferred Stock, the Registration Rights Agreement
and the other documents delivered pursuant hereto constitute the full and entire
understanding  and  agreement  between the parties  with regard to the  subjects
hereof and thereof,  and no party shall be liable or bound to any other party in
any  manner  by  any  warranties,   representations   or  covenants   except  as
specifically set forth herein or therein.  Except as expressly  provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written  instrument  signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.

11.      Notices, Etc.

     Any notice,  demand or request  required or permitted to be given by either
the Company or the Subscriber  pursuant to the terms of this Agreement  shall be
in writing and shall be deemed given when delivered  personally or by facsimile,
with a hard copy to follow by two day  courier  addressed  to the parties at the
addresses  or  facsimile  numbers  of the  parties  set forth at the end of this
Agreement or such other  address or  facsimile  number as a party may request by
notifying the other in writing.


12.      Counterparts

         This Agreement may be executed in any number of  counterparts,  each of
which  shall  be  enforceable   against  the  parties  actually  executing  such
counterparts, and all of which together shall constitute one instrument.

13.      Severability

         In the  event  that  any  provision  of this  Agreement  becomes  or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision;  provided  that  no  such  severability  shall  be  effective  if  it
materially changes the economic benefit of this Agreement to any party.
<PAGE>
14.      Titles and Subtitles

         The  titles  and  subtitles   used  in  this  Agreement  are  used  for
convenience only and are not to be considered in construing or interpreting this
Agreement.

15.      Amount

         The undersigned  Subscriber  hereby  subscribes for shares of Preferred
Stock with a stated value (i.e., in the face amount) of One Million Four Hundred
and Twenty  Eight  Thousand  Dollars  ($1,428,000.00)  (U.S.) and pays  herewith
purchase funds in the amount of One Million Dollars  ($1,000,000.00) (U.S.). The
undersigned  Subscriber   acknowledges  that  this  subscription  shall  not  be
effective unless accepted by the Company as indicated below. Dated this 22nd day
of October, 1997.

 RBB Bank Aktiengesellschaft
 ---------------------------
(Name) (Please Print)
 /s/ HERBERT STRAUSS
 -------------------
(Signature) Herbert Strauss, Headtrader
Burgring 16, 8010 Graz, Austria
-------------------------------
(Mailing Address)
011-43-316-8072/354
-------------------
(Telephone Number)
011-43-316-8072/392
-------------------
(Facsimile Number)
Austria
-------
(Place of Execution)




         THIS  SUBSCRIPTION  IS  ACCEPTED  BY THE  COMPANY  ON THE  22nd  DAY OF
OCTOBER, 1997.
                                        SPINTEK GAMING TECHNOLOGIES, INC.
                                        By: /s/ GARY L. COULTER
                                            -----------------------
                                        Print Name: Gary L. Coulter
                                        Title: Chairman
                                        Address:         
                                                  901 Grier Drive, Suite B
                                                  Las Vegas, Nevada  89119
                                                  Telephone: (702) 263-3660
                                                  Facsimile: (702) 263-3680

Subscription for 1,428 preferred shares Series A

RBB Bank  will  hold all  8,741  preferred  shares  as  agent  for more  than 50
independent  clients. No client will at any time own more than 4.9% of the total
issued and outstanding shares of Common Stock of the Company.  RBB Bank does not
have voting control or power of disposition over securities owned by clients and
no client is an affiliate of another client.


                                    RBB Bank Aktiengesellschaft
                                    ---------------------------
                                    Burgring 16, 8010 Graz, Austria
                                    -------------------------------
                                    /s/ HERBERT STRAUSS
                                    -------------------
<PAGE>

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
             in order to Convert Shares of Series A Preferred Stock)

The undersigned  hereby  irrevocably  elects to convert $________ U.S. in stated
value  (face  amount)  of Series A  Preferred  Stock  (the  "Preferred  Stock"),
represented by Certificate No(s). _____ into shares of common stock (the "Common
Stock") of Spintek Gaming Technologies,  Inc. (the "Company").  If shares are to
be issued in the name of a person other than  undersigned,  the undersigned will
pay all transfer taxes payable with respect  thereto and is delivering  herewith
such certificates. No fee will be charged to the undersigned for any conversion,
except for transfer taxes, if any.

The undersigned  represents that it and each person or entity on whose behalf it
holds  Preferred  Stock to be converted into Common Stock (each an  "Investor"):
(i) is familiar with and  understands  the terms,  conditions  and  requirements
contained in Regulation S ("Regulation  S") and Rule 144  promulgated  under the
Securities Act of 1933, as amended (the "Act");  (ii) is not a "U.S.  Person" or
"distributor"  as  defined in  Regulation  S; (iii)  purchased  the  Convertible
Debenture or  Preferred  Stock for which  conversion  is being  elected,  and is
purchasing the Common Stock referenced  herein,  for its own account and for the
account of each Investor and not for the account or benefit of any U.S.  Person;
(iv) will comply with the transfer restrictions contained in Section 4(1) of the
Act and Rule 144 promulgated  thereunder to the extent they are applicable;  (v)
will make any sale,  transfer or other  disposition  of the Common Stock in full
compliance  with the Act,  the  Exchange  Act,  as  amended,  and the  rules and
regulations of the Securities and Exchange  Commission  promulgated  thereunder;
and (vi) received the offer to purchase the  Preferred  Stock outside the United
States  and,  at the time  the  Subscription  Agreement  pursuant  to which  the
Preferred Stock was purchased, and, upon execution of this Notice of Conversion,
is outside the United States. The undersigned has obtained  representations from
each  Investor  with respect to compliance  with  paragraphs  (i) - (vi) of this
Notice.

Conversion Formula:                  ______________________________
                                     Date of Conversion

                                     ------------------------------
                                      Applicable Conversion Price

                                     ------------------------------
                                      Signature
                                     ------------------------------
                                      Name

                                      Address:
                                     ==============================

* No shares of Common Stock will be issued until the  original  Preferred  Stock
Certificate(s), as the case may be, to be converted and the Notice of Conversion
are received by the Company's Attorney or Transfer Agent. The original Preferred
Stock  Certificate(s)  to be  converted  and the  Notice of  Conversion  must be
received by the Company's  Attorney or Transfer  Agent by the third business day
following the Date of Conversion, or such Notice of Conversion shall become null
and void in the discretion of the Holder.




<PAGE>




                                    EXHIBIT A
                                    ---------
                              AMENDED AND RESTATED
                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                   OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                   QUALIFICATIONS, LIMITATIONS, RESTRICTIONS,
                   AND OTHER DISTINGUISHING CHARACTERISTICS OF
                            SERIES A PREFERRED STOCK
                                       OF
                        SPINTEK GAMING TECHNOLOGIES, INC.

It is hereby  certified that the Certificate of Designation  originally filed on
July 16,  1996,  1996 with  respect  to the Series A  Preferred  Stock is hereby
amended and restated as follows:

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

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

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

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

                  A.       Dividends.
                           ----------

     (i) The holder of each issued and  outstanding  share of Series A Preferred
Stock  shall be  entitled  to  receive,  when and as  declared  by the  Board of
Directors of the  Corporation,  out of the assets at the time legally  available
for such  purpose,  dividends  at a rate of 4% per annum,  payable in cash or in
stock.  Such  dividends  shall not be cumulative  and no right to such dividends
shall  accrue to holders of Series A  Preferred  Stock  unless  declared  by the
Corporation's  Board of Directors.  No dividends  shall be declared or paid with
respect to the Corporation's  Common Stock (other than a dividend payable solely
in Common Stock of the Corporation),  or upon any other class of Preferred Stock
of the  Corporation  with a  dividend  preference  subordinate  to the  dividend
preference  of the  Series A  Preferred  Stock,  unless a  dividend  of equal or
greater amount per share (on an  as-if-converted to Common Stock basis) is first
declared and paid with respect to the Series A Preferred Stock.
<PAGE>
     (ii) No  dividends  shall be paid on the Series A  Preferred  Stock at such
time as:

          (a) such payment would violate California law; or

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

                  B.       Liquidation Preference
                           ----------------------

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

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

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

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

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

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

     (iii)  Conversion   Dates.  The  Series  A  Preferred  Stock  shall  become
convertible  into shares of Common Stock at any time commencing  forty-five (45)
days after the last day on which there is an  original  issuance of the Series A
Preferred Stock (the "Conversion Date"). This restricted period shall only apply
to the 1,428 newly issued  shares,  all 7,313 pr.  Shares  shall  continue to be
convertible at any time.

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

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

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

                                                     Conversion   Price   =  the
                                    average    closing    bid   price   of   the
                                    Corporation's  Common Stock for the five (5)
                                    trading  days   immediately   preceding  the
                                    Notice Date, but shall in no event be higher
                                    than 3US$.

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

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

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

          (viii) Adjustment to Conversion Price.

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

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

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

                  D.    Redemption.
                        -----------

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

     (ii) Mechanics of Redemption on Conversion.  The  Corporation  shall effect
each such  redemption by giving  notice of its election to redeem,  by facsimile
within 1 business day following receipt of a notice of conversion from a Holder,
with a copy by 2-day  courier,  to the  Holder of  shares of Series A  Preferred
Stock  submitted  for  conversion  at the address and  facsimile  number of such
Holder appearing in the Corporation's register for the Series A Preferred Stock.
Such redemption notice shall indicate whether the Corporation will redeem all or
part of the shares of Series A Preferred  Stock submitted for conversion and the
applicable  redemption  price. The Corporation shall not be entitled to send any
notice of redemption and begin the redemption  procedure  unless it has the full
amount  of the  redemption  price,  in  cash,  available  in a  demand  or other
immediately  available account in a bank or similar financial institution on the
date the redemption notice is sent to shareholders.
<PAGE>
         The  redemption  price per shares of Series A Preferred  Stock shall be
calculated in accordance with the following formula:

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

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

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

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

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

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

         For purposes of this Section  D(iv),  Change of Control shall be deemed
to have occurred at such time as:
<PAGE>
          (a) any person  (other than the  Corporation,  any  Subsidiary  of the
     Corporation or any employee benefit plan of the  Corporation)("Person")  is
     or  becomes  the  beneficial  owner,  directly  or  indirectly,  through  a
     purchase,   merger  or  other  acquisition  or  transaction  or  series  of
     transactions,  of shares of capital stock of the Corporation entitling such
     Person to exercise  50% or more of the total  voting power of all shares of
     capital stock of the Corporation entitled to vote generally in the election
     of  directors  (any shares of voting stock of which such person or group is
     the  beneficial  owners  that  are not then  outstanding  for  purposes  of
     calculating such percentage); or

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

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

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

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

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

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

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

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

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

Signed on October 22, 1997.
                                            By: /s/ GARY L. COULTER
                                                -----------------------
                                                     Its:      Chairman
                                                          -----------------

Attest:

 /s/ MALCOLM C. DAVENPORT V
 --------------------------
Secretary





<PAGE>

                                    EXHIBIT B

                           Definition of "U.S. Person"

Pursuant to Rule 902 (c), (o) and (p) of Regulation  S, the terms "U.S.  person"
and "United States" are defined as follows:

                  (o)      U.S. Person.
                           ------------

          1. "U.S. person" means:

               (i) Any natural person resident in the United States;

               (ii) Any  partnership  or corporation  organized or  incorporated
          under the laws of the United States;

               (iii) Any estate of which any executor or administrator is a U.S.
          person;

               (iv) Any trust of which any trustee is a U.S. person;

               (v) Any  agency  or branch of a  foreign  entity  located  in the
          United States;

               (vi) Any non-discretionary account or similar account (other than
          an  estate  or  trust)  held by a dealer  or other  fiduciary  for the
          benefit or account of a U.S. person;

               (vii) Any discretionary account or similar account (other than an
          estate  or  trust)  held by a  dealer  or  other  fiduciary  organized
          incorporated, or (if an individual) resident in the United States; and

               (viii)  Any  partnership  or  corporation  if: (A)  organized  or
          incorporated  under  the  laws of any  foreign  jurisdiction;  and (B)
          formed by a U.S.  person  principally  for the purpose of investing in
          securities not registered under the Securities Act of 1933, as amended
          (the "Act")  unless it is organized  or  incorporated,  and owned,  by
          accredited  investors  (as  defined in Rule 501(a) of the Act) who are
          not natural persons, estates or trusts.

     (2)  Notwithstanding  paragraph  (o)(1)  of this  rule,  any  discretionary
account or similar  account (other than an estate or trust) held for the benefit
or  account  of a non-U.S.  person by a dealer or other  professional  fiduciary
organized,  incorporated,  or (if an  individual)  resident in the United States
shall not be deemed a "U.S. person".

     (3) Notwithstanding  paragraph (o)(1), any estate of which any professional
fiduciary  acting as executor or  administrator  is a U.S.  person  shall not be
deemed a U.S. person if:

<PAGE>
          (i) An  executor  or  administrator  of the  estate  who is not a U.S.
     person has sole or shared investment  discretion with respect to the assets
     of the estate; and

          (ii) The estate is governed by foreign law.

     (4)  Notwithstanding  paragraph (o)(1), any trust of which any professional
fiduciary  acting as trustee is a U.S.  person shall not be deemed a U.S. person
if a trustee who is not a U.S. person has sole or shared  investment  discretion
with  respect  to the trust  assets,  and no  beneficiary  of the trust  (and no
settlor if the trust is revocable) is a U.S. person.

     (5) Notwithstanding  paragraph (o)(1), an employee benefit plan established
and  administered  in accordance with the law of a country other than the United
States and customary  practices and  documentation  of such country shall not be
deemed a U.S. person.

     (6) Notwithstanding paragraph (o)(1), any agency or branch of a U.S. person
located outside the United States shall not be deemed a "U.S. person" if:

          (i) The agency or branch operates for valid business reasons; and

          (ii) The agency or branch is engaged in the  business of  insurance or
     banking  and is subject to  substantive  insurance  or banking  regulation,
     respectively, in the jurisdiction where located.

     (7)  The   International   Monetary  Fund,  the   International   Bank  for
Reconstruction and Development,  the Inter-American  Development Bank, the Asian
Development Bank, the African  Development  Bank, the United Nations,  and their
agencies,  affiliates  and pension  plans,  and any other similar  international
organizations,  their agencies, affiliates and pension plans shall not be deemed
"U.S. persons".

         (p) United States.  "United States" means the United States of America,
its  territories  and  possessions,  any  State of the  United  States,  and the
District of Columbia.
<PAGE>
                                    EXHIBIT C
                                    ---------
                       Definition of "Accredited Investor"
Pursuant to Rule 501 (a) of  Regulation  D, the term  "Accredited  Investor"  is
defined as follows: 

1.   Any bank as defined in section  3(a)(2) of the  Securities Act of 1933 (the
     "Act"), or any savings and loan association or other institution as defined
     in  section  3(a)(5)(A)  of the Act  whether  acting in its  individual  or
     fiduciary capacity;  any broker or dealer registered pursuant to section 15
     of the Securities Exchange Act of 1934; any insurance company as defined in
     section  2(13) of the Act;  any  investment  company  registered  under the
     Investment Company Act of 1940 or a business development company as defined
     in section 2(a)(48) of that Act; Small Business Investment Company licensed
     by the U.S.  Small Business  Administration  under section 301(c) or (d) of
     the  Small  Business  Investment  Act of  1958;  any plan  established  and
     maintained  by a  state,  its  political  subdivisions,  or any  agency  or
     instrumentality of a state or its political subdivisions for the benefit of
     its  employees,  if such  plan has total  assets  in excess of  $5,000,000;
     employee benefit plan within the meaning of the Employee  Retirement Income
     Security  Act of  1974,  if  the  investment  decision  is  made  by a plan
     fiduciary, as defined in section 3(21) of such Act, which is either a bank,
     savings and loan association,  insurance company, or registered  investment
     adviser,  or if the  employee  benefit  plan has total  assets in excess of
     $5,000,000 or, if a  self-directed  plan,  with  investment  decisions made
     solely by persons that are accredited investors.

2.   Any private business  development  company as defined in section 202(a)(22)
     of the Investment Advisers Act of 1940.

3.   Any  organization  described in section  501(c)(3) of the Internal  Revenue
     Code, corporation, Massachusetts or similar business trust, or partnership,
     not formed for the specific  purpose of acquiring the  securities  offered,
     with total assets in excess of $5,000,000.

4.   Any director,  executive  officer,  or general partner of the issuer of the
     securities being offered or sold, or any director,  executive  officer,  or
     general partner of a general partner of that issuer.

5.   Any natural person whose individual net worth, or joint net worth with that
     person's spouse, at the time of his purchase exceeds $1,000,000.

6.   Any natural  person who had an  individual  income in excess of $200,000 in
     each of the two most recent years or joint income with that person's spouse
     in  excess  of  $300,000  in  each of  those  years  and  has a  reasonable
     expectation of reaching the same income level in the current year.

7.   Any trust,  with total assets in excess of  $5,000,000,  not formed for the
     specific  purpose of acquiring the  securities  offered,  whose purchase is
     directed by a  sophisticated  person as described in section  (b)(2)(ii) of
     Rule 506.

8.   Any entity in which all of the equity owners are accredited investors.

<PAGE>
                                    EXHIBIT D
                                    ---------

                             Outstanding Common Stock, Convertible Debentures
                                               and Warrants


                                     Spintek Gaming Technologies, Inc.
                                           As of October 22,1997


                           --       15,786,443        Shares of Common Stock
                           --                7,313    Shares of Preferred Stock
                           --         3,386,946       Options
                           --            250,000      Warrants

<PAGE>
                                    EXHIBIT E
                                    ---------

                        Spintek Gaming Technologies, Inc.

                          Registration Rights Agreement
                          -----------------------------


         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as
of  October  22,  1997,  by and  among  SPINTEK  GAMING  TECHNOLOGIES,  INC.,  a
California  corporation (the "Company"),  and the persons and entities listed on
Exhibit A attached hereto (the "Investors").

                                    Recitals
                                    --------

         WHEREAS, pursuant to Subscription Agreements (the "Agreements"), by and
among the  Company  and the  Investors,  the  Company has agreed to sell and the
Investors  have agreed to purchase an aggregate of 1428 shares of the  Company's
Series A Preferred  Stock (the  "Preferred  Stock") of the Company for aggregate
purchase price of One Million  Dollars  ($1,000,000.00  U.S.) Face value of each
share shall be $1,000.00 each.

         WHEREAS,  the  Preferred  Stock  is  convertible  into  shares  of  the
Company's Common Stock, $.002 par value per share (the "Shares"); and

         WHEREAS,  pursuant to the terms of, and in partial  consideration  for,
the Investors' agreement to enter into the Agreements, the Company has agreed to
provide the  Investors  with  certain  registration  rights with  respect to the
Shares;

         NOW   THEREFORE,    in    consideration   of   the   mutual   promises,
representations,   warranties,   covenants  and  conditions  set  forth  in  the
Agreements and this Registration Rights Agreement, the Company and the Investors
agree as follows:

                                   Agreement:
                                   ----------


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

         "Commission"  shall mean the Securities and Exchange  Commission or any
other Federal agency at the time administering the Securities Act.

         "Common Stock" shall mean the Company's  Common Stock,  par value $.002
per share.
<PAGE>
         "Initiating  Holders"  shall mean  holders of the  Company's  Preferred
Stock having an aggregate initial purchase price from the Company of $500,000 or
more.

         "Other Registrable  Securities" shall mean those shares of Common Stock
heretofore or hereafter  issued pursuant to one or more agreements  granting the
purchasers  of such  securities  the  right to have the  Company  register  such
securities or include such securities in any other registration of the Company's
equity securities.

         "Registrable  Shares"  shall means (i) the Shares,  and (ii) any Common
Stock of the  Company  issued or  issuable  in respect of the Shares or upon any
stock  split,  stock  dividend,  recapitalization  or similar  event;  provided,
however,  that Registrable Shares or other securities shall no longer be treated
as  Registrable  Shares if (A) they  have  been  sold to or  through a broker or
dealer  or  underwriter  in  a  public   distribution  or  a  public  securities
transaction,  (B)  they  have  been  sold  in  a  transaction  exempt  from  the
registration and prospectus delivery  requirements of the Securities Act so that
all transfer  restrictions  and  restrictive  legends  with respect  thereto are
removed upon  consummation of such sale or (C) the Shares are available for sale
under the Securities Act (including  Rule 144), in the opinion of counsel to the
Company,  without  compliance  with the  registration  and  prospectus  delivery
requirements  of the  Securities  Act so  that  all  transfer  restrictions  and
restrictive legends with respect thereto may be removed upon the consummation of
such sale.

         The terms "register",  "registered" and "registration" shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with  the  Securities  Act  and  applicable  rules  and  regulations
thereunder,  and  the  declaration  or  ordering  of the  effectiveness  of such
registration statement.

         "Registration  Expenses" shall mean all expense incurred by the Company
in  compliance  with  Section  2  hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel  for the  Company,  blue  sky  fees and  expenses,  reasonable  fees and
disbursements (not to exceed $20,000) of one counsel for all the selling holders
of Registrable Shares for a limited "due diligence"  examination of the Company,
and the reasonable expenses 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  excluding  all
underwriting  discounts  and selling  commissions  applicable to the sale of the
Registrable Shares).

         "Securities Act" shall mean the Securities Act of 1933, as amended,  or
any similar  federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Selling  Expenses" shall mean all  underwriting  discounts and selling
commissions  applicable  to the  sale of  Registrable  Shares  and all  fees and
disbursements  of one  counsel  for the selling  holders of  Registrable  Shares
(other than the fees disbursements of such counsel

<PAGE>
included in Registration Expenses).

         II.      Requested Registration.

         The  following  registration  rights will apply if, and only if, at any
time prior to the termination of this Agreement,  Regulation S promulgated under
the Securities Act is rescinded or modified so as to preclude Initiating Holders
from reselling in United States public  securities  markets Shares received from
the Company  pursuant to the Agreements  following  expiration of the Restricted
Period (as defined in the Agreements),  or if, for any other reason, the Company
refuses  to issue  Shares at the times  required  by the  Agreements  bearing no
restrictive  legend to  Initiating  Holders after  expiration of the  Restricted
Period;  provided,  however,  that no  Investor  shall be  entitled  to  request
registration  pursuant  to  this  Agreement  (and  such  Investor  shall  not be
considered an Initiating  Holder pursuant to this Agreement,  and the securities
held by such Investor  shall not be considered  Registrable  Shares  pursuant to
this  Agreement)  if a  representation  or  warranty  of  such  Investor  in the
Agreements  between the Investor and the Company is inaccurate or was inaccurate
when  made,  or the  Investor  has  failed  to  comply  with the  covenants  and
agreements of the Investor set forth in the Agreements  between the Investor and
the Company:

                  (a) Request for  Registration.  If the Company  shall  receive
from Initiating Holders, at any time after two (2) and prior to twenty four (24)
months  following the final closing of the sale of the Preferred  Stock pursuant
to the Agreements, a written request that the Company effect a registration with
respect to all,  but not less than all, of the  Registrable  Shares held by such
Initiating   Holders  (which  notice  shall  specify  the  intended   method  of
disposition), the Company shall:

          i) promptly give written  notice of the proposed  registration  to all
     other holders of Registrable Shares; and

          ii) as soon as  practicable  use  its  best  efforts  to  effect  such
     registration   (including,   without   limitation,   the  execution  of  an
     undertaking to file post-effective  amendments,  appropriate  qualification
     under  applicable  blue sky or other state  securities laws and appropriate
     compliance with applicable  regulations issued under the Securities Act) as
     may be so  requested  and as  would  permit  or  facilitate  the  sale  and
     distribution  of all or such  portion  of such  Registrable  Shares  as are
     specified  in  such  request,  together  with  all or such  portion  of the
     Registrable  Shares of any holder or holders of Registrable  Shares joining
     in such request as are specified in a written  request given within fifteen
     (15) days after receipt of such written  notice from the Company;  provided
     that the Company shall not be obligated to effect, or to take any action to
     effect, any such registration pursuant to this Section 2:
<PAGE>
               a) after the Company has effected one such registration  pursuant
          to this  Section  2(a) and such  registration  has  been  declared  or
          ordered  effective by the Commission and the sale of such  Registrable
          Shares shall have closed; or

               b) within  the period  starting  with the date  thirty  (30) days
          prior to the  Company's  good faith  estimated  date of filing of, and
          ending  ninety  (90)  days   following  the  effective  date  of,  any
          registered offering of the Company's securities to the general public;
          or

               c) more often than once in each eighteen (18) month period during
          the term of this agreement.

     Subject to the  foregoing  limitations  in clauses  (A) and (B) above,  the
Company shall file a registration  statement  covering the Registrable Shares so
requested to be registered as soon as  practicable  after receipt of the request
or requests of the Initiating  Holders,  but no later than  forty-five (45) days
following  receipt of such  request  or  requests,  except in the event  audited
financial  statements not previously  prepared are required to be prepared prior
to the filing of such  registration  statement,  in which case such registration
statement must be filed as soon as  practicable,  but in any event within ninety
(90) days following receipt of such request or requests.

     The registration  statement filed pursuant to the request of the Initiating
Holders  may,  subject to the  provision of Section  2(b) below,  include  Other
Registrable  Securities,  other  securities  of the  Company  which  are held by
officers  or  directors  of the  Company  or which are held by other  holders of
registration  rights,  and may include  securities of the Company being sold for
the account of the Company.

               (b) Underwriting.  If the Initiating Holders intend to distribute
          the  Registrable  Shares  covered  by  their  request  by  means of an
          underwriting,  they  shall so advise  the  Company  as a part of their
          request made  pursuant to Section 2 and the Company shall include such
          information  in the  written  notice  referred  to in Section  2(a)(i)
          above.  The right of any holder of Registrable  Shares to registration
          pursuant  to  Section  2  shall  be  conditioned  upon  such  holder's
          participation in such  underwriting and the inclusion of such holder's
          Registrable  Shares in such underwriting  (unless  otherwise  mutually
          agreed by a majority in interest  of the  Initiating  Holders and such
          holder with respect to such participation and inclusion) to the extent
          provided herein.  A holder of Registrable  Shares may elect to include
          in such underwriting all or a part of the Registrable Shares it holds.

                    i)  If  the  Company   shall   request   inclusion   in  any
               registration  pursuant to Section 2 of securities  being sold for
               its own  account,  or if  officers  or  directors  of the Company
               holding  other  securities  of the  Company  or other  holders of
               registration  rights, shall request inclusion in any registration
               pursuant to Section 2, the Initiating Holders

<PAGE>
                    shall, on behalf of all holders of Registrable Shares, offer
               to include Other Registrable Securities and the securities of the
               Company,  such  officers and  directors and such other holders of
               registration  rights in the  underwriting  and may condition such
               offer on their acceptance of the further applicable provisions of
               this  Agreement.  The Company shall (together with all holders of
               Registrable  Shares,  officers and  directors,  other  holders of
               registration  rights and holders of Other Registrable  Securities
               proposing   to   distribute   their   securities   through   such
               underwriting)  enter into an underwriting  agreement in customary
               form with the underwriter or  representative  of the underwriters
               selected   for   such   underwriting   by  the   Company,   which
               underwriter(s)  shall be  reasonably  acceptable to a majority in
               interest of the Initiating Holders.

                    ii)  Notwithstanding  any other provision of this Section 2,
               if the representative of the underwriters  advises the Company in
               writing that marketing factors require a limitation on the number
               of shares to be  underwritten,  the  Company  shall so advise all
               holders  of  Registrable  Shares  and  other  shareholders  whose
               securities would otherwise be underwritten  pursuant hereto,  and
               the number of Registrable Shares and other securities that may be
               included in the registration and underwriting  shall be allocated
               in the following  manner:  the  securities of the Company held by
               officers  and  directors of the Company  (other than  Registrable
               Shares) shall be excluded from such registration and underwriting
               to the extent required by such  limitation,  and, if a limitation
               on the number of shares is still required,  the Other Registrable
               Securities  shall be excluded pro rata with  Registrable  Shares,
               unless another method of determining  such exclusion is specified
               in the  agreements  governing the Other  Registrable  Securities,
               according to the relative number of Other Registrable  Securities
               requested to be included in such  registration and  underwriting,
               from such registration and underwriting to the extent required by
               such limitation,  and, if a limitation on the number of shares is
               still  required,  the number of  Registrable  Shares  that may be
               included in the registration and underwriting  shall be allocated
               among all holders of Registrable Shares in proportion,  as nearly
               as practicable,  to the respective  amounts of Registrable Shares
               which they had requested to be included in such  registration  at
               the time of filing the  registration  statement.  No  Registrable
               Shares or any other securities  excluded from the underwriting by
               reason of the  underwriter's  marketing  limitation shall also be
               included in such registration.

                    iii) If the  Company or any  officer,  director or holder of
               Registrable  Shares  or  Other  Registrable  Securities  who  has
               requested  inclusion in such  registration  and  underwriting  as
               provided above disapproves of the terms of the underwriting, such
               person may elect to withdraw  therefrom by written  notice to the
               Company,   the  underwriter  and  the  Initiating  Holders.   The
               securities   so   withdrawn   shall   also  be   withdrawn   from
               registration.

               III.  Expenses  of  Registration.  The  Company  shall  bear  all
          Registration  Expenses  incurred in connection with any  registration,
          qualification or compliance of the Registrable Shares pursuant to this
          Agreement.  All Selling  Expenses shall be borne by the holders of the
          securities so registered  pro rata on the basis of the number of their
          shares so registered.

<PAGE>
               IV.  Registration  Procedures.  Pursuant to this  Agreement,  the
          Company will keep each holder of Registrable Shares advised in writing
          as to the initiation of a registration  under this Agreement and as to
          the completion thereof. At its expense, the Company will:

                    (a)  Use  reasonable   efforts  to  keep  such  registration
               effective for a period of one hundred  eighty (180) days or until
               the holder or holders of  Registrable  Shares have  completed the
               distribution  described in the  registration  statement  relating
               thereto  or  until  the   securities   registered   cease  to  be
               Registerable Shares, whichever first occurs;

                    (b) Prepare and file with the Commission such amendments and
               supplements  to such  registration  statement and the  prospectus
               used in  connection  with such  registration  statement as may be
               necessary to comply with the  provisions  of the  Securities  Act
               with respect to the  disposition  of  securities  covered by such
               registration statement; and

                    (c) Furnish such number of prospectuses  and other documents
               incidental  thereto,  including any amendment of or supplement to
               the  prospectus,  as a holder of Registrable  Shares from time to
               time may reasonably request.

         V.       Indemnification.

                    (a) The Company will  indemnify  each holder of  Registrable
               Shares,  each of its officers,  directors and partners,  and each
               person  controlling  such  holder  of  Registrable  Shares,  with
               respect to which  registration has been effected pursuant to this
               Agreement,  and  each  underwriter,  if any and each  person  who
               controls any underwriter,  and their  respective  counsel against
               all  claims,   losses,   damages  and  liabilities  (or  actions,
               proceedings or settlements in respect  thereof) arising out of or
               based on any untrue statement (or alleged untrue  statement) of a
               material  fact  contained in any  prospectus,  or other  document
               incident to any such  registration,  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 not
               misleading, or any violation by the Company of the Securities Act
               or any rule or regulation thereunder applicable to the Company in
               connection  with any such  registration  and will  reimburse each
               such  holder  of  Registrable   Shares,  each  of  its  officers,
               directors and partners,  and each person  controlling such holder
               of Registrable  Shares, each such underwriter and each person who
               controls  any  such  underwriter,  for any  legal  and any  other
               expenses  as they are  reasonably  incurred  in  connection  with
               investigating  and  defending  any  such  claim,   loss,  damage,
               liability  or  action,  provided,  however,  that  the  indemnity
               contained in this Section 5(a) shall not apply to amounts paid in
               settlement of any such claim, loss,  damage,  liability or action
               if  such  Settlement  is  effected  without  the  consent  of the
               Company;  and  provided  further  that the  Company  shall 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  based upon  written  information
               furnished to the Company by such holder of Registrable  Shares or
               underwriter  and stated to be specifically  for use therein.  The
               foregoing indemnity agreement is further subject to the condition
               that insofar as it relates to any untrue statement,




<PAGE>
               alleged untrue statement,  omission or alleged omission made in a
               preliminary prospectus,  such indemnity agreement shall not inure
               to the benefit of the foregoing  indemnified parties if copies of
               a  final  prospectus  correcting  the  misstatement,  or  alleged
               misstatement,  omission or alleged omission upon which such loss,
               liability,  claim or damage is based is timely  delivered to such
               indemnified  party and a copy  thereof was not  furnished  to the
               person asserting the loss, liability, claim or damage.

                    (b) Each holder of  Registrable  Shares will, if Registrable
               Shares held by it are included in the securities as to which such
               registration  is being effected,  indemnify the Company,  each of
               its directors and officers and 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 the Securities  Act and the rules and  regulations
               thereunder, each other such holder of Registrable Shares and each
               of  its  officers,   directors  and  partners,  and  each  person
               controlling  such  holder  of  Registrable   Shares,   and  their
               respective counsel (collectively,  the "Company, Underwriters and
               Counsel") against all claims, losses, damages and liabilities (or
               actions,  proceedings or settlements in respect  thereof) arising
               out of or  based  on any  untrue  statement  (or  alleged  untrue
               statement) of a material  fact relating to such Holder  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 relating to
               such holder or necessary to make the statements  therein relating
               to such holder not  misleading or any violation by such holder of
               any rule or  regulation  promulgated  under  the  Securities  Act
               applicable  to such  holder and  relating  to action or  inaction
               required of such holder in connection with any such registration;
               and will  reimburse  the  Company,  such  holders of  Registrable
               Shares, directors,  officers, partners, persons,  underwriters or
               control  persons  for any legal or any other  expense  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)
               relating to such holder 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 such  holder of  Registrable  Shares and stated to be
               specifically  for  use  therein;  provided,  however,  that  such
               indemnification  obligations  shall  not  apply  if  the  Company
               modifies  or  changes to a material  extent  written  information
               furnished by such Holder. Each holder of Registrable Shares will,
               if  Registrable  Shares held by it are included in the securities
               as to which such  registration is being  effected,  indemnify the
               Company,  Underwriters  and Counsel  against all claims,  losses,
               damages and liabilities  (or actions,  proceedings or settlements
               in  respect  thereof),  arising  out of or  based  on any sale of
               Registrable  Shares made by such holder following receipt by such
               holder  of  written  notice  from the  Company,  Underwriters  or
               Counsel  that the  registration  statement  filed with respect to
               such Registrable  Shares contains an untrue statement of material
               fact or omits to state a material fact necessary in order to make
               the statements made therein,  in light of the circumstances under
               which they were made, not misleading.
<PAGE>
                    (c)  Each  party  entitled  to  indemnification  under  this
               Section 5 (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 any  litigation  resulting  therefrom,  shall be
               approved  by the  Indemnified  Party  (whose  approval  shall not
               unreasonably be withheld or delayed),  and the Indemnified  Party
               may  participate  in such  defense  at such  Indemnified  Party's
               expense.  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.  Each  Indemnified  Party shall furnish
               such information  regarding itself or the claim in question as an
               Indemnifying Party may reasonably request in writing and as shall
               be reasonably  required in connection  with defense of such claim
               and litigation resulting therefrom.

               VI. Information by Holder of Registrable  Shares.  Each holder of
          Registrable  Shares  shall  furnish to the  Company  such  information
          regarding  such  holder of  Registrable  Shares  and the  distribution
          proposed  by such  holder of  Registrable  Shares as the  Company  may
          reasonably  request in writing and as shall be reasonably  required in
          connection with any registration referred to in this Agreement.

               VII. Miscellaneous.

                    A. Governing  Law. This  agreement  shall be governed by and
               construed in accordance  with the laws of the State of California
               without giving effect to conflict of laws.


                    B.  Successors  and Assigns.  Except as  otherwise  provided
               herein,  the provisions hereof shall inure to the benefit of, and
               be binding upon, the successors,  assigns,  heirs,  executors and
               administrators of the parties hereto.

                    C. Entire Agreement. This Agreement constitutes the full and
               entire  understanding  and  agreement  between the  parties  with
               regard to the subject matter hereof.



<PAGE>
                    D.  Notices,  etc.  All  notices  and  other  communications
               required or permitted  hereunder shall be in writing and shall be
               mailed by first-class mail, postage prepaid, or delivered by hand
               or by messenger or courier delivery service,  addressed (a) if to
               an Investor,  at such  Investor's  address set forth on Exhibit A
               hereof,  or at such  other  address as such  Investor  shall have
               furnished to the Company in writing,  or (b) if to the Company at
               901  Grier  Drive,  Suite  B,  Las  Vegas,  Nevada  89129,  Attn:
               President,  or at such other  address as the  Company  shall have
               furnished to each Investor and each such other holder in writing.

                    E. Delays or Omissions. No delay or omission to exercise any
               right,  power or remedy accruing to any holder of any Registrable
               Shares,  upon any  breach or default  of the  Company  under this
               Agreement,  shall impair any such right,  power or remedy of such
               holder  nor  shall it be  construed  to be a  waiver  of any such
               breach or default,  or an acquiescence  therein,  or of or in any
               similar  breach or default  thereunder  occurring,  nor shall any
               waiver of any single  breach or default be deemed a waiver of any
               other breach or default thereafter occurring. Any waiver, permit,
               consent or approval of any kind or  character  on the part of any
               holder of any breach or  default  under  this  Agreement,  or any
               waiver on the part of any party of any  provisions  of conditions
               of this Agreement, must be in writing and shall be effective only
               to the  extent  specifically  set  forth  in  such  writing.  All
               remedies,  either  under this  Agreement,  or by law or otherwise
               afforded to any holder, shall be cumulative and not alternative.

                    F.  Counterparts.  This  agreement  may be  executed  in any
               number of  counterparts,  each of which may be  executed  by less
               than all of the  Investors,  each of which  shall be  enforceable
               against the parties actually executing such counterparts, and all
               of which together shall constitute one instrument.

                    G. Severability. In the case any provision of this Agreement
               shall  be  invalid,  illegal  or  unenforceable,   the  validity,
               legality and enforceability of the remaining provisions shall not
               in any way be affected or impaired thereby.

                    H.  Amendments.  The  provisions  of this  Agreement  may be
               amended  at any  time  and  from  time to  time,  and  particular
               provisions of this Agreement may be waived, with and only with an
               agreement or consent in writing  signed by the Company and by the
               Investors   currently   holding   fifty   percent  (50%)  of  the
               Registrable Shares as of the date of such amendment or waiver.

                    I. Termination of Registration  Rights. This Agreement shall
               terminate at such time as there ceases to be at least $500,000 in
               stated value (face  amount) of Preferred  Stock which  constitute
               Registrable Shares as defined herein.

<PAGE>

The foregoing  Registration  Rights  Agreement is hereby executed as of the date
first above written.

SPINTEK GAMING TECHNOLOGIES, INC.
         INVESTOR

                                          RBB Bank Aktiengesellschaft
                                          ---------------------------
By:/s/ GARY L. COULTER                             By: /s/ HERBERT STRAUSS
----------------------                             -----------------------
Name: Gary L. Coulter                     Name:    Herbert Strauss
---------------------                     -----    ---------------

Title:   Chairman and CEO                 Title: Headtrader
------   ----------------                 -----------------