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EXHIBIT 4.2


REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of
             , 2004, by and among Spectre Gaming, Inc., a Minnesota
corporation (the “Company”), and the investors signatory to this Agreement
(collectively, the “Investors”).



R E C I T A L S :




     WHEREAS, the Company has engaged in a private placement offering (the
“Offering”) of up to 4,000,000 units (the “Units”), each Unit consisting of one
share of the Company’s common stock (the “Common Stock”) and a five-year
warrant to purchase an additional one share of Common Stock;



     WHEREAS, in connection with the Offering, the Company has entered into
subscription agreements with the Investors (the “Subscription Agreements”);



     WHEREAS, in the Subscription Agreements, the Company has agreed to grant
certain registration rights with respect to the shares of the Common Stock sold
and issued in the Offering (the “Shares”) and the shares of Common Stock
issuable upon exercise of the Warrants (the “Warrant Shares,” and referred to
collectively with the Shares as the “Offering Shares”);



     NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, hereby agree as follows:



ARTICLE 1

DEFINITIONS




     As used herein, the following terms shall have the following respective
meanings:



1.1 “Commission” shall mean the U.S. Securities and Exchange Commission or any
other successor federal agency at the time administering the Securities Act.



1.2 “Common Stock” shall mean the Company’s common stock, $0.01 par value per
share.



1.3 “Exchange Act” shall mean the Securities and Exchange Act of 1934, 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.



1.4 “Holders” shall mean and include the Investors and any transferee thereof
who holds Registrable Securities or Penalty Shares of record.



1.5 “Penalty Shares” shall have the meaning set forth in Article 3.



1.6 “Register,” “registered” and “registration” refer to a registration
effected by preparing and filing with the Commission a registration statement
in compliance with the Securities Act, and the declaration or ordering by the
Commission of the effectiveness of such registration statement.



1.7 “Registrable Securities” means (i) any and all issued or issuable Offering
Shares, and (ii) securities issued or issuable with respect to the Offering
Shares upon any stock split, stock dividend, recapitalization,
reclassification, merger, consolidation or other similar event. The term
“Registrable


 









 






Securities” shall exclude in all cases, however, such shares of Common Stock
following sale by a Holder to the public pursuant to a registered offering or
pursuant to Rule 144 promulgated under the Securities Act or sold in a private
transaction in which the Holder’s registration rights under this Agreement are
not assigned.



1.8 “Registration Expenses” shall mean all expenses incurred by the Company in
complying with Article 2 hereof, including, without limitation, all
registration, qualification and Commission, National Association of Securities
Dealers, Inc., stock exchange and other filing fees, printing expenses, escrow
fees, fees and disbursements of legal counsel for the Company, blue sky fees
and expenses, and the expense of any special audits incident to or required by
any such registration (but excluding the compensation of regular employees of
the Company, which shall be paid in any event by the Company).



1.9 “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.



1.10 “Selling Expenses” shall mean all underwriting fees, discounts, selling
commissions and stock transfer taxes applicable to the Registrable Securities
and/or Penalty Shares registered by the Holders and the fees and expenses of
any special counsel engaged by the Holders.



1.11 “Underwriter” shall mean (whether or not the term is capitalized) a
broker-dealer engaged by the Company to distribute Registrable Securities or
Penalty Shares as principal or agent.



1.12 “Underwriting” or “Underwritten” shall mean (whether or not the term is
capitalized) a method of publicly distributing securities through an
Underwriter.



ARTICLE 2

REQUIRED REGISTRATION




2.1 Required Registration. The Company will prepare and file with the
Commission a registration statement under the Securities Act (currently
expected to be on Form S-2 or SB-2) covering the resale of all of the
Registrable Securities and obtain the effectiveness of such registration by no
later than the date which is 140 days after the final closing of the Offering,
unless a majority in interest of the Holders request a delay of the Company for
up to an additional 90 days in writing and in such case, upon expiration of
this requested delaying period. The Company will provide written notice to
each Holder of the final closing date of this Offering within ten days of such
closing.



2.2 Underwriting.




     (a) The resale distribution of the Registrable Securities covered by the
registration statement referred to in Section 2.1 above shall be effected by
means of the method of distribution selected by the Holders holding a majority
of the Registrable Securities covered by such registration. The Holders
holding a majority of the Registrable Securities may also change the resale
distribution method from time to time (subject to amendment of the registration
statement as required to describe such changes). If such distribution is
effected by means of an underwriting, the right of any Holder to registration
pursuant to this Article 2 shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein.



     (b) If such distribution is effected by means of an underwriting, the
Company (together with all Holders proposing to distribute their securities
through such underwriting) shall enter into an underwriting agreement in
customary form with a managing underwriter of nationally recognized



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standing selected for such underwriting by a majority in interest of the
Holders and approved by the Company, which approval shall not be unreasonably
withheld.



     (c) If any Holder disapproves of the terms of the underwriting, such
person may elect to withdraw therefrom by written notice to the Company, the
managing underwriter and the other Holders. The Registrable Securities and/or
other securities so withdrawn shall also be withdrawn from registration.



2.3 Inclusion of Shares by the Company. If the resale distribution of
Registrable Securities is being effected by means of an underwriting and if the
managing underwriter does not limit the number of Registrable Securities to be
underwritten, the Company may include securities for its own account or for the
account of others in such registration if the managing underwriter so agrees.
The inclusion of such shares shall be on the same terms as the registration of
shares held by the Holders. In the event that the underwriters exclude some of
the securities to be registered, the securities to be sold for the account of
the Company and any other holders shall be excluded in their entirety prior to
the exclusion of any Registrable Securities.



ARTICLE 3

PENALTY SHARES; PIGGYBACK REGISTRATION RIGHTS




3.1 The provisions of this Article 3 shall apply only in the event the Company
fails to cause a registration statement covering the resale of the Registrable
Securities to be declared effective on or prior to the date which is 140 days
after the final closing of the Offering (unless a majority in interest of the
Holders request a delay of the Company for up to an additional 90 days in
writing and in such case, upon expiration of such requested delaying period).
Upon any such failure, the Company shall issue to each Holder additional shares
of Common Stock in a number equal to 25 percent of the number of the Shares
purchased in the Offering (such additional shares of Common Stock issued, if
any, are referred to as the “Penalty Shares”); provided, however, that the
Company shall not be obligated to issue Penalty Shares to any Holder who has
not provided sufficient information to the Company, as required under Article
5, for the inclusion of such Holder’s Registrable Securities in any
registration statement filed or to be filed by the Company.



3.2. Subject to Section 3.3, below, whenever the Company has issued any Penalty
Shares and thereafter proposes to file a registration statement (except for
registrations relating to employee-benefit plans and corporate reorganizations)
at any time and from time to time, it will, prior to such filing, give written
notice to each Holder of its intention to do so and, upon the written request
of each Holder given within 20 days after the Company provides such notice
(which request shall state the intended method of disposition of such Penalty
Shares), the Company shall use commercially reasonable efforts to cause all
such Penalty Shares that the Company has been requested by the Holders to
register to be registered under the Securities Act and applicable state Blue
Sky Laws to the extent necessary to permit its sale or other disposition in
accordance with the intended methods of distribution specified in the request
of the Holders; provided, however, that the Company shall have the right to
postpone or withdraw any registration effected pursuant to this Article 3
without obligation to the Holders.



3.3. In connection with any offering under this Article 3 involving an
underwriting, the Company shall not be required to include any Penalty Shares
in such underwriting unless the Holders thereof accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected
by it, and then only in such quantity as will not, in the good faith opinion of
the underwriters, jeopardize the success of the offering by the Company. If,
in the opinion of the managing underwriter, the registration of all, or part
of, the Penalty Shares that the Holders have requested to be included would
materially and adversely affect such public offering, then the number of
Penalty Shares proposed to be included in such registration shall be reduced on
a pro rata basis.



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ARTICLE 4

EXPENSES OF REGISTRATION




     All Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Article 2 and Article 3 hereof shall be
borne by the Company. All Selling Expenses relating to Registrable Securities
and Penalty Shares registered by the Holders shall be borne by the Holders of
such Registrable Securities and Penalty Shares.



ARTICLE 5

REGISTRATION PROCEDURES




     (a) In the case of any registration effected by the Company pursuant to
this Agreement, the Company will keep each Holder advised in writing as to the
initiation of each registration and as to the completion thereof. The Company
agrees to use its best efforts to effect or cause such registration to permit
the resale of the Registrable Securities (and Penalty Shares, if applicable)
covered thereby by the Holders thereof in accordance with the intended method
or methods of distribution thereof described in such registration statement.
In connection with any registration of any Registrable Securities or Penalty
Shares, the Company shall prepare and file with the Commission a registration
statement with respect to such securities and, as soon as reasonably possible:




          (i) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of
such registration statement as may be required by the applicable rules
and regulations of the Commission and the instructions applicable to the
form of such registration statement (provided, however, that the Company
shall not be obliged to maintain the effectiveness of the registration
statement described in Article 2 longer than through the earlier of (A)
seven years from the date hereof or, if earlier, the second anniversary
of the date on which the last of the Registrable Securities (or Penalty
Shares, if applicable) are issued or issuable upon exercise of the
Warrant, (B) the date on which the Holder may sell all Registrable
Securities (or Penalty Shares, if applicable) then held by the Holder, or
which may be issuable upon exercise of the Warrant, without restriction
under the Securities Act or (C) such time as all Registrable Securities
and Penalty Shares (if any) held by such Holder, or which may be issuable
upon exercise of the Warrant, have been sold pursuant to a registration
statement), and furnish to the Holders of such securities covered thereby
copies of any such supplement or amendment prior to their being used
and/or filed with the Commission;




          (ii) promptly notify the Holders of Registrable Securities (or
Penalty Shares, if applicable) to be included in a registration statement
hereunder, the sales or placement agent, if any, therefor and the
managing underwriter of the securities being sold, if any, and confirm
such advice in writing, (A) when such registration statement or the
prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such
registration statement or any post-effective amendment, when the same has
become effective, (B) of the issuance by the Commission of any stop order
suspending the effectiveness of such registration statement or the
initiation of any proceedings for that purpose, (C) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Registrable Securities (or Penalty Shares) for sale
in any jurisdiction or the initiation or threatening of any proceeding
for such purpose or (D) if, to the Company’s knowledge, it shall be the
case, at any time when a prospectus is required to be delivered under the
Securities Act, that such registration statement or prospectus, or any
document incorporated by reference in any of the foregoing, contains an
untrue statement of a material fact or omits to



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state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the
circumstances then existing;




          (iii) furnish to each Holder of Registrable Securities (and Penalty
Shares, if applicable) to be included in such registration statement
hereunder, each placement or sales agent, if any, therefor and each
underwriter, if any, thereof a conformed copy of such registration
statement, each such amendment and supplement thereto (in each case
excluding all exhibits and documents incorporated by reference) and such
number of copies of the registration statement (excluding exhibits
thereto and documents incorporated by reference therein unless
specifically so requested by such holder, agent or underwriter, as the
case may be) of the prospectus included in such registration statement
(including each preliminary prospectus and any summary prospectus), in
conformity with the requirements of the Securities Act, as such Holder,
agent, if any, and underwriter, if any, may reasonably request in order
to facilitate the disposition of the Registrable Securities (and Penalty
Shares, if applicable) owned by such Holder sold by such agent or
underwritten by such underwriter and to permit such Holder, agent and
underwriter to satisfy the prospectus-delivery requirements of the
Securities Act; and




          (iv) if required by applicable law, use its best efforts to (A)
register or qualify the Registrable Securities (or Penalty Shares, if
applicable) to be included in such registration statement under such
other securities laws or blue sky laws of such states of the United
States or the District of Columbia to be designated by the Holders of a
majority of such Registrable Securities (or Penalty Shares, as
applicable) participating in such registration and each placement or
sales agent, if any, therefor and underwriter, if any, thereof, as any
Holder and each underwriter, if any, of the securities being sold shall
reasonably request (provided, that the Company shall not be required to
use its best efforts to register or qualify the Registrable Securities
(or Penalty Shares, if applicable) in more than 10 such jurisdictions
unless the expenses thereof are borne by the Holders requesting such
efforts), (B) keep such registrations or qualifications in effect and
comply with such laws so as to permit, as to a registration statement
filed under Article 2 above, the continuance of offers, sales and
dealings therein in such jurisdictions for the same period after the
initial effective date of the registration statement filed under the
Securities Act as described in Section 5(a)(i) above, or if underwritten,
as long as may be necessary to enable the underwriter to complete its
distribution of the Registrable Securities (or Penalty Shares, if
applicable) pursuant to such registration statement and (C) take any and
all such actions as may be reasonably necessary or advisable to enable
such Holder, agent, if any, and underwriter to consummate the disposition
in such jurisdictions of such Registrable Securities or Penalty Shares,
if applicable; provided, however, that in order to fulfill the foregoing
obligations under this Section 5(a)(iv), the Company shall not (unless
otherwise required to do so in any jurisdiction) be required to (1)
qualify generally to do business as a foreign company or a broker-dealer,
(2) execute a general consent to service of process or (3) subject itself
to taxation.



     (b) The Company may require each Holder of Registrable Securities (and
Penalty Shares, if applicable) as to which any registration is being effected
to furnish to the Company such information regarding such Holder and such
Holder’s method of distribution of such Registrable Securities (or Penalty
Shares, if applicable) as the Company may from time to time reasonably request
in writing. Each such Holder agrees to notify the Company as promptly as
practicable of any inaccuracy or change in information previously furnished by
such Holder to the Company or of the occurrence of any event in either case as
a result of which any prospectus relating to such registration contains or
would contain an untrue statement of a material fact regarding such Holder or
the distribution of such Registrable Securities (or Penalty Shares, if
applicable) or omits to state any material fact regarding such Holder or the
distribution of such Registrable Securities (or Penalty Shares, if applicable)
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and



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promptly to furnish to the Company any additional information required to
correct and update any previously furnished information or required so that
such prospectus shall not contain, with respect to such Holder or the
distribution of such Registrable Securities (or Penalty Shares, if applicable),
an untrue statement or a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing.



     (c) Each of the Holders will comply with the provisions of the Securities
Act with respect to disposition of the Registrable Securities (and Penalty
Shares, if applicable) to be included in any registration statement filed by
the Company.



ARTICLE 6

INDEMNIFICATION




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



6.2 Each Holder will, if Registrable Securities or Penalty Shares held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers and its legal counsel and independent accountants,
each underwriter, if any, of the Company’s securities covered by such a
registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other such Holder, each of its officers, directors, partners, legal counsel and
independent accountants, if any, and each person controlling such Holder within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages and liabilities (or actions in respect thereof), including any
of the foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any amendment or supplement
thereto, incident to any such registration, qualification or compliance or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to


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make the statements therein not misleading, and will reimburse the Company,
such Holders, such directors, officers, partners, legal counsel, independent
accountants, underwriters or control persons for any legal or any other
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular, other document or
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Holder and expressly intended for
use in such registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereof; provided, however, that the
obligations of each Holder hereunder shall be limited to an amount equal to the
proceeds to such Holder of Registrable Securities or Penalty Shares sold as
contemplated herein.



6.3 Each party entitled to indemnification under this Article 6 (the
“Indemnified Party”) shall give notice to the party required to provide
indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld). The Indemnified Party may participate in such
defense at such party’s expense; provided, however, that the Indemnifying
Party shall bear the expense of such defense of the Indemnified Party if
representation of both parties by the same counsel would be inappropriate due
to actual or potential conflicts of interest. The failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying
Party of its obligations under this Agreement, unless such failure is
prejudicial to the ability of the Indemnifying Party to defend the action. 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 of such claim or
litigation.



6.4 If the indemnification provided for in Section 6.1 or 6.2 is unavailable or
insufficient to hold harmless an Indemnified Party, then each Indemnifying
Party shall contribute to the amount paid or payable by such Indemnified Party
as a result of the expenses, claims, losses, damages or liabilities (or actions
or proceedings in respect thereof) referred to in Section 6.1 or 6.2, in such
proportion as is appropriate to reflect the relative fault of the Company on
the one hand and the sellers of Registrable Securities (or Penalty Shares, if
applicable) on the other hand in connection with statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) or expenses, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the sellers of Registrable
Securities (or Penalty Shares, if applicable) and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Holders agree that it would
not be just and equitable if contributions pursuant to this Section 6.4 were to
be determined by pro rata allocation (even if all sellers of Registrable
Securities (and Penalty Shares, if applicable) were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in the first sentence of this
Section 6.4. The amount paid by an Indemnified Party as a result of the
expenses, claims, losses, damages or liabilities (or actions or proceedings in
respect thereof) referred to in the first sentence of this Section 6.4 shall be
deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any claim,
action or proceeding which is the subject of this Section 6.4. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty


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of such fraudulent misrepresentation. The obligations of sellers of
Registrable Securities and Penalty Shares to contribute pursuant to this
Section 6.4 shall be several in proportion to the respective amount of
Registrable Securities (or Penalty Shares, as applicable) sold by them pursuant
to a registration statement.



ARTICLE 7

RULE 144 REPORTING




     With a view to making available the benefits of certain rules and
regulations of the Commission which may at any time permit the sale of
securities of the Company to the public without registration, the Company
agrees to use its best efforts to:



7.1 Make and keep public information available as those terms are understood
and defined in Rule 144 under the Securities Act, at all times after the date
hereof;



7.2 File with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and



7.3 So long as a Holder owns any Registrable Securities (or Penalty Shares, if
applicab), furnish to such Holder forthwith upon request a written statement by
the Company as to its compliance with the applicable reporting requirements of
said Rule 144 and of the Securities Act and the Exchange Act, a copy of the
most recent annual or quarterly report of the Company, and such other reports
and documents of the Company and other information in the possession of or
reasonably obtainable by the Company as the Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing the Holder
to sell any such securities without registration.



ARTICLE 8

MISCELLANEOUS




8.1 Merger or Reorganization. Without limitation of the Company’s other rights
or obligations under this Agreement, the Company shall not, directly or
indirectly, enter into any merger, consolidation or reorganization (other than
a merger, consolidation or reorganization in which the Company shall be the
surviving corporation) unless the proposed surviving corporation shall, prior
to the proposed merger, consolidation or reorganization, agree in writing to
assume the obligations of the Company hereunder; in the event of such
assumption, “Registrable Securities” shall refer to the securities that Holder
would be entitled to receive in exchange for Registrable Securities (or Penalty
Shares, if applicable) in such merger, consolidation or reorganization.



8.2 Waiver, Discharge, Amendment, Etc. The failure of any party hereto to
enforce at any time any of the provisions of this Agreement shall not, absent
an express written waiver signed by the party making such waiver specifying the
provision being waived, be construed to be a waiver of any such provision, nor
in any way to affect the validity of this Agreement or any part hereof or the
right of the party thereafter to enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver of any
other or subsequent breach.



8.3 Governing Law. The laws of the state of Minnesota shall govern the
interpretation, validity and performance of the terms of this agreement,
regardless of the law that might be applied under principles of conflicts of
law.



8.4 Successors and Assigns. Except as otherwise expressly 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.


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



8.6 Termination. The obligations of the Company to register Registrable
Securities (and Penalty Shares, if applicable) under this Agreement shall
terminate on the tenth anniversary of the date of this Agreement.



8.7 Notices. All notices, requests, consents, and other communications
hereunder shall be in writing and shall be deemed effectively given and
received when delivered in person or by national overnight courier service or
by certified or registered mail, return receipt requested, or by telecopier,
addressed as follows:




	 	(a)	 	if to the Company, at
	 
	 	 	 	Spectre Gaming, Inc.

1466 Pioneer Way, Unit #10

El Cajon, California 92020

Attention: Russell Mix, Chief Executive Officer
	 
	 	 	 	with a copy to:
	 
	 	 	 	Maslon Edelman Borman & Brand, LLP

90 South Seventh Street, Suite 3300

Minneapolis, Minnesota 55402

Attention: William M. Mower, Esq.

Facsimile: (612) 642-8358
	 
	 	(b)	 	if to the Investors, in care of:
	 
	 	 	 	Feltl and Company, Inc.

225 South 6th Street, Suite 4200

Minneapolis, MN 55402

Attention: John C. Feltl
	 
	 	 	 	with a copy to:
	 
	 	 	 	Lindquist & Vennum, P.L.L.P.

4200 IDS Center

80 South Eight Street

Minneapolis, Minnesota 55402

Attention: Girard P. Miller, Esq.

Facsimile: (612) 371-3207





     (c)    if to any other Holder, to the address reflected on the records of the
Company, or such other address or addresses as shall have been furnished in
writing by such party to the Company and to the other parties to this
Agreement.



8.8 Severability. The invalidity, illegality or unenforceability of one or
more of the provisions of this Agreement in any jurisdiction shall not affect
the validity, legality or enforceability of the remainder of this Agreement in
such jurisdiction or the validity, legality or enforceability of this
Agreement,


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including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.



8.9 Titles and Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.



8.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
constitute one instrument.



[Signature Page Follows]




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



	 	 	 	 	 	 	 
	 	 	SPECTRE GAMING, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Brian D. Niebur, Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	INVESTOR:







	 	 	 
	 

	 	Name
	

	 	

	

	 	By
	

	 	

	

	 	Its
	

	 	









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