<PAGE>

 
                    CERTIFICATE OF DESIGNATION, PREFERENCES,
                         AND RIGHTS OF SERIES A JUNIOR
                         PARTICIPATING PREFERRED STOCK
 
                                       of
 
                                  ANCHOR GAMING

     Pursuant to Section 78.155 of the General Corporation Law of the State 
of Nevada

     The undersigned officers of Anchor Gaming (the "CORPORATION"), a 
corporation organized and existing under the General Corporation Law of the 
State of Nevada, in accordance with the provisions of Section 78.195 thereof, 
DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by 
the Restated Articles of Incorporation of such Corporation, such Board of 
Directors on August 26, 1997, adopted the resolutions set forth below 
creating a series of 50,000 shares of Preferred Stock designated as 
"Series A Junior Participating Preferred Stock":

     That no shares of Series A Junior Participating Preferred Stock have 
heretofore been issued.

     RESOLVED, that pursuant to the authority vested in the Board of 
Directors of this Corporation in accordance with the provisions of its 
Amended and Restated Certificate of Incorporation, a series of Preferred 
Stock of the Corporation be and it hereby is created, and that the 
designation and amount thereof and the voting powers, preferences, and 
relative, participating, optional, and other special rights of the shares of 
such series, and the qualifications, limitations, or restrictions thereof are 
as follows:

     (1)  DESIGNATION AND AMOUNT. The shares of such series will be designated 
as "Series A Junior Participating Preferred Stock" and the number of 
shares constituting such series will be 50,000.

     (2)  DIVIDENDS AND DISTRIBUTIONS.

          (a) The holders of shares of Series A Junior Participating 
     Preferred Stock will be entitled to receive, when, as, and 
     if declared by  the Board of Directors out of funds legally 
     available for the purpose,  quarterly dividends payable in cash on 
     the last day of March, June,  September, and December in each year 
     (each such date being referred to as a  "QUARTERLY DIVIDEND PAYMENT 
     DATE"), commencing on the first Quarterly  Dividend Payment Date 
     after the first issuance of a share or fraction of a  share of 
     Series A Junior Participating Preferred Stock, in an amount per  
     share (rounded to the nearest cent) equal to the greater of (i)
     $0.01 or (ii) subject to the provision for adjustment set forth 


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     below, one thousand times the aggregate per share amount of all cash 
     dividends, and one thousand times the aggregate per share amount 
     (payable in kind) of all non-cash dividends or other distributions 
     other than a dividend payable in  shares of Common Stock or a 
     subdivision of the outstanding shares of Common  Stock (by 
     reclassification or otherwise), declared on the Common Stock, par  
     value $.01 per share, of the Corporation (the "COMMON STOCK") since 
     the  immediately preceding quarterly Dividend Payment Date, or, with 
     respect to  the first Quarterly Dividend Payment Date, since the 
     first issuance of any  share or fraction of a share of Series A 
     Junior Participating Preferred  Stock. In the event the Corporation 
     at any time after October 20, 1997 (the  "RIGHTS DECLARATION 
     DATE") (i) declares any dividend on Common Stock  payable in 
     shares of Common Stock, (ii) subdivides the outstanding Common  
     Stock, or (iii) combines the outstanding Common Stock into a 
     smaller number  of shares, then in each such case the amount to which 
     holders of shares of  Series A Junior Participating Preferred 
     Stock were entitled immediately  prior to such event under CLAUSE 
     (ii) of the preceding sentence will be  adjusted by multiplying 
     such amount by a fraction the numerator of which is  the number of 
     shares of Common Stock outstanding immediately after such  event and 
     the denominator of which is the number of shares of Common Stock  
     that were outstanding immediately prior to such event. 
    
          (b) The Corporation will declare a dividend or distribution 
     on the Series A Junior Participating Preferred Stock as provided 
     in SECTION 2(a) above immediately after it declares a dividend or 
     distribution on the Common Stock (other than a dividend payable in 
     shares of Common Stock); provided that, in the event no dividend or 
     distribution has been declared on the Common Stock during the period 
     between any quarterly Dividend Payment Date and the next subsequent 
     Quarterly Dividend Payment Date, a dividend of $1.00 per share on the 
     Series A Junior Participating Preferred Stock will nevertheless be 
     payable on such subsequent Quarterly Dividend Payment Date. 
    
          (c) Dividends will begin to accrue and be cumulative on 
     outstanding shares of Series A Junior Participating Preferred 
     Stock from the Quarterly Dividend Payment Date next preceding the 
     date of issue of such shares of Series A Junior Participating 
     Preferred Stock, unless the date of issue of such shares is prior to 
     the record date for the first Quarterly Dividend Payment Date, in 
     which case dividends on such shares will begin to accrue from the 
     date of issue of such shares, or unless the date of issue is a 
     Quarterly Dividend Payment Date or is a date after the record date 
     for the determination of holders of shares of Series A Junior 
     Participating Preferred Stock entitled to receive a quarterly 
     dividend and before such Quarterly Dividend Payment Date, in either 
     of which events such dividends will begin to accrue and be cumulative 
     from such Quarterly Dividend Payment Date. Accrued but unpaid 
     dividends will not bear interest. Dividends paid on the shares of 
     Series A Junior Participating Preferred Stock in an amount less 
     than the total amount of such dividends at the time accrued and 
     payable on such shares will be allocated pro rata on a share-by-


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     share basis among all such shares at the time outstanding. The Board of 
     Directors may fix a record date for the determination of holders of 
     shares of Series A Junior Participating Preferred Stock entitled 
     to receive payment of a dividend or distribution declared thereon, 
     which record date will be no more than 30 days prior to the date 
     fixed for the payment thereof.

     (3)  VOTING RIGHTS. 

          (a) The holders of shares of Series A Junior Participating 
     Preferred Stock will have the following voting rights:

          Subject to the provision for adjustment set forth below, 
     each share of Series A Junior Participating Preferred Stock will 
     entitled the holder to a number of votes on all matters submitted to 
     a vote of the stockholders of the Corporation equal to one thousand 
     times the number of votes per share to which shares of Common Stock 
     are entitled. In the event the Corporation at any time after the 
     Rights Declaration Date (i) declares any dividend on Common Stock 
     payable in shares of Common Stock, (ii) subdivides the outstanding 
     Common Stock, or (iii) combines the outstanding Common Stock into a 
     smaller number of shares, then in each such case the number of votes 
     per share to which holders of shares of Series A Junior Participating 
     Preferred Stock were entitled immediately prior to such event will be 
     adjusted by multiplying such number by a fraction the numerator of 
     which is the number of shares of Common Stock outstanding immediately 
     after such event and the denominator of which is the number of shares 
     of Common Stock that were outstanding immediately prior to such event.
     
          (b) Except as otherwise provided in this Agreement or by law, the
     holders of shares of Series A Junior Participating Preferred Stock and the
     holders of shares of Common Stock will vote together as one class on all
     matters submitted to a vote of stockholders of the Corporation.

          (c)  (i)  If at any time dividends on any Series A Junior 
          Participating Preferred Stock are in arrears in an amount equal to 
          six (6) quarterly dividends thereon, the occurrence of such 
          contingency will mark the beginning of a period (a "DEFAULT 
          PERIOD") that will extend until such time when all accrued and 
          unpaid dividends for all previous quarterly dividend periods and 
          for the current quarterly dividend period on all shares of Series A 
          Junior Participating Preferred Stock then outstanding have been 
          declared and paid or set apart for payment. During each default 
          period, all holders of preferred stock of the Corporation (the 
          "PREFERRED STOCK") (including holders of the Series A Junior 
          Participating Preferred Stock) with dividends in arrears in an 
          amount equal to six (6) quarterly dividends thereon, voting as a 
          class, irrespective of series, will have the right to elect two (2) 
          Directors.


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               (ii)  During any default period, such voting right of the 
          holders of Series A Junior Participating Preferred Stock may be 
          exercised initially at a special meeting called pursuant to SECTION 
          3(c)(iii) or at any annual meeting of stockholders, and thereafter 
          at annual meetings of stockholders, provided that such voting right 
          will not be exercised unless the holders of ten percent (10%) in 
          number of shares of Preferred Stock outstanding are present in 
          person or by proxy. The absence of a quorum of the holders of 
          Common Stock will not affect the exercise by the holders of 
          Preferred Stock of such voting right. At any meeting at which the 
          holders of Preferred Stock exercise such voting right initially 
          during an existing default period, they will have the right, voting 
          as a class, to elect Directors to fill such vacancies, if any, in 
          the Board of Directors as may then exist up to two (2) Directors 
          or, if such right is exercised at an annual meeting, to elect two 
          (2) Directors. If the number that may be so elected at any special 
          meeting does not amount to the required number, the holders of the 
          Preferred Stock will have the right to make such increase in the 
          number of Directors as is necessary to permit the election by them 
          of the required number. After the holders of the Preferred Stock 
          have exercised their right to elect Directors in any default period 
          and during the continuance of such period, the number of Directors 
          will not be increased or decreased except by vote of the holders of 
          Preferred Stock as provided herein or pursuant to the rights of any 
          equity securities ranking senior to or pari passu with the Series A 
          Junior Participating Preferred Stock.

               (iii) Unless the holders of Preferred Stock, during an existing
          default period, have previously exercised their right to elect 
          Directors, the Board of Directors may order, or any stockholder or 
          stockholders owning in the aggregate not less than ten percent 
          (10%) of the total number of shares of Preferred Stock outstanding, 
          irrespective of series, may request, the calling of a special 
          meeting of the holders of Preferred Stock, which meeting will 
          thereupon be called by the Chief Executive Officer, the Chief 
          Operating Officer, the President, a Vice-President, or the 
          Secretary of the Corporation. Notice of such meeting and of any 
          annual meeting at which holders of Preferred Stock are entitled to 
          vote pursuant to this SECTION 3(c)(iii) will be given to each 
          holder of record of Preferred Stock by mailing a copy of such 
          notice such holder at such holder's last address as it appears on 
          the books of the Corporation. Such meeting will be called for a 
          time not earlier than 20 days and not later than 60 days after such 
          order or request or in default of the calling of such meeting 
          within 60 days after such order or request, such meeting may be 
          called on similar notice by any stockholder or stockholders owning 
          in the aggregate not less than ten percent (10%) of the total 
          number of shares of Preferred Stock outstanding. Notwithstanding 
          the provisions of this SECTION 3(c)(iii), no such special meeting 
          will be called during the period within 60 days 

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          immediately preceding the date fixed for the next annual meeting of 
          the stockholders.

               (iv) In any default period, the holders of Common Stock, and 
          other classes of stock of the Corporation if applicable, will 
          continue to be entitled to elect the whole number of Directors 
          until the holders of Preferred Stock have exercised their right to 
          elect two (2) Directors voting as a class, after the exercise of 
          which right (x) the Directors so elected by the holders of 
          Preferred Stock will continue in office until their successors have 
          been elected by such holders or until the expiration of the default 
          period, and (y) any vacancy in the Board of Directors may (except 
          as provided in SECTION 3(c)(ii)) be filled by vote of a majority of 
          the remaining Directors theretofore elected by the holders of the 
          class of stock that elected the Director whose office has become 
          vacant. References in this SECTION 3(c) to Directors elected by the 
          holders of a particular class of stock will include Directors 
          elected by such Directors to fill vacancies as provided in clause 
          (y) of the foregoing sentence.

               (v) Immediately upon the expiration of a default period, (x) the 
          right of the holders of Preferred Stock as a class to elect 
          Directors will cease, (y) the term of any Directors elected by the 
          holders of Preferred Stock as a class will terminate, and (z) the 
          number of Directors will be such number as may be provided for in 
          the articles of incorporation or by-laws irrespective of any 
          increase made pursuant to the provisions of SECTION 3(c)(ii) (such 
          number being subject, however, to change thereafter in any manner 
          provided by law or in the articles of incorporation or by-laws). 
          Any vacancies in the Board of Directors effected by the provisions 
          of CLAUSES (y) and (z) in the preceding sentence may be filled by a 
          majority of the remaining Directors.

     Except as set forth herein, holders of Series A Junior Participating 
Preferred Stock will have no special voting rights and their consent will not 
be required (except to the extent they are entitled to vote with holders of 
Common Stock as set forth herein) for taking any corporate action.

     (4)  CERTAIN RESTRICTIONS.

          (a) Whenever quarterly dividends or other dividends or 
     distributions payable on the Series A Junior Participating Preferred 
     Stock as provided in SECTION 2 are in arrears, thereafter and until all 
     accrued and unpaid dividends and distributions, whether or not declared, 
     on shares of Series A Junior Participating Preferred Stock outstanding 
     have been paid in full, the Corporation will not

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               (i) declare or pay dividends on, make any other distributions 
          on, or redeem or purchase or otherwise acquire for consideration 
          any shares of stock ranking junior (either as to dividends or upon 
          liquidation, dissolution, or winding up) to the Series A Junior 
          Participating Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions 
          on any shares of stock ranking on a parity (either as to dividends 
          or upon liquidation, dissolution, or winding up) with the Series A 
          Junior Participating Preferred Stock, except dividends paid ratably 
          on the Series A Junior Participating Preferred Stock and all such 
          parity stock on which dividends are payable or in arrears in 
          proportion to the total amounts to which the holders of all such 
          shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
          shares of any stock ranking on a parity (either as to dividends or 
          upon liquidation, dissolution, or winding up) with the Series A 
          Junior Participating Preferred Stock, provided that the Corporation 
          may at any time redeem, purchase, or otherwise acquire shares of 
          any such parity stock in exchange for shares of any stock of the 
          Corporation ranking junior (either as to dividends or upon 
          dissolution, liquidation, or winding up) to the Series A Junior 
          Participating Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any shares 
          of Series A Junior Participating Preferred Stock, or any shares of 
          stock ranking on a parity with the Series A Junior Participating 
          Preferred Stock, except in accordance with a purchase offer made in 
          writing or by publication (as determined by the Board of Directors) 
          to all holders of such shares upon such terms as the Board of 
          Directors, after consideration of the respective annual dividend 
          rates and other relative rights and preferences of the respective 
          series and classes, determines in good faith will result in fair 
          and equitable treatment among the respective series or classes.

          (b) The Corporation will not permit any subsidiary of the Corporation 
     to purchase or otherwise acquire for consideration any shares of stock 
     of the Corporation unless the Corporation could, under SECTION 4(a), 
     purchase or otherwise acquire such shares at such time and in such 
     manner.

     (5)  REACQUIRED SHARES. Any shares of Series A Junior Participating 
Preferred Stock purchased or otherwise acquired by the Corporation in any 
manner whatsoever will be retired and cancelled promptly after the 
acquisition thereof. All such shares will upon their cancellation become 
authorized but unissued shares of Preferred Stock and may be reissued as part 
of a new series of Preferred Stock to be created by resolution 

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or resolutions of the Board of Directors, subject to the conditions and 
restrictions on issuance set forth herein.

     (6)  LIQUIDATION, DISSOLUTION, OR WINDING UP.

          (a) Upon any liquidation (voluntary or otherwise), dissolution, 
     or winding up of the Corporation, no distribution will be made to the 
     holders of shares of stock ranking junior (either as to dividends or 
     upon liquidation, dissolution, or winding up) to the Series A Junior 
     Participating Preferred Stock unless, prior thereto, the holders of 
     shares of Series A Junior Participating Preferred Stock have received an 
     amount equal to $400,000.00, plus an amount equal to accrued and unpaid 
     dividends and distributions thereon, whether or not declared, to the 
     date of such payment (the "SERIES A LIQUIDATION PREFERENCE"). Following 
     the payment of the full amount of the Series A Liquidation Preference, 
     no additional distributions will be made to the holders of shares of 
     Series A Junior Participating Preferred Stock unless, prior thereto, the 
     holders of shares of Common Stock have received an amount per share (the 
     "COMMON ADJUSTMENT") equal to the quotient obtained by dividing (i) the 
     Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted 
     as set forth in SECTION 6(c) to reflect such events as stock splits, 
     stock dividends, and recapitalizations with respect to the Common Stock) 
     (such number in CLAUSE (ii), the "ADJUSTMENT NUMBER"). Following the 
     payment of the full amount of the Series A Liquidation Preference and 
     the Common Adjustment in respect of all outstanding shares of Series A 
     Junior Participating Preferred Stock and Common Stock, respectively, 
     holders of Series A Junior Participating Preferred Stock and holders of 
     shares of Common Stock will receive their ratable and proportionate 
     share of the remaining assets to be distributed in the ratio of the 
     Adjustment Number to 1 with respect to such Preferred Stock and Common 
     Stock, on a per share basis, respectively.

          (b) In the event, however, that there are not sufficient assets 
     available to permit payment in full of the Series A Liquidation 
     Preference and the liquidation preferences of all other series of 
     preferred stock, if any, that rank on a parity with the Series A Junior 
     Participating Preferred Stock, then such remaining assets will be 
     distributed ratably to the holders of such parity shares in proportion 
     to their respective liquidation preferences. In the event, however, that 
     there are not sufficient assets available to permit payment in full of 
     the Common Adjustment, then such remaining assets will be distributed 
     ratably to the holders of Common Stock.

          (c) In the event the Corporation at any time after October 20, 1997 
     (i) declares any dividend on Common Stock payable in shares of Common 
     Stock, (ii) subdivides the outstanding Common Stock, or (iii) combines 
     the outstanding Common Stock into a smaller number of shares, then in 
     each such case the Adjustment Number in effect immediately prior to such 
     event will be adjusted by multiplying such Adjustment Number by a 
     fraction the numerator of which is the 

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     number of shares of Common Stock outstanding immediately after such 
     event and the denominator of which is the number of shares of Common 
     Stock that were outstanding immediately prior to such event.

     (7)  CONSOLIDATION, MERGER, ETC. In case the Corporation enters into any 
consolidation, merger, combination, or other transaction in which the shares 
of Common Stock are exchanged for or changed into other stock or securities, 
cash, and/or any other property, then in any such case the shares of Series A 
Junior Participating Preferred Stock will at the same time be similarly 
exchanged or changed in an amount per share (subject to the provision for 
adjustment set forth below) equal to one thousand times the aggregate amount 
of stock, securities, cash, and/or any other property (payable in kind), as 
the case may be, into which or for which each share of Common Stock is 
changed or exchanged. In the event the Corporation at any time after October 
20, 1997 (i) declares any dividend on Common Stock payable in shares of 
Common Stock, (ii) subdivides the outstanding Common Stock, or (iii) combines 
the outstanding Common Stock into a smaller number of shares, then in each 
such case the amount set forth in the preceding sentence with respect to the 
exchange or change of shares of Series A Junior Participating Preferred Stock 
will be adjusted by multiplying such amount by a fraction the numerator of 
which is the number of shares of Common Stock outstanding immediately after 
such event and the denominator of which is the number of shares of Common 
Stock that were outstanding immediately prior to such event.

     (8)  NO REDEMPTION. The shares of Series A Junior Participating 
Preferred Stock will not be redeemable.

     (9)  AMENDMENT. The Restated Articles of Incorporation of the 
Corporation will not be further amended in any manner that would materially 
alter or change the powers, preferences, or special rights of the Series A 
Junior Participating Preferred Stock so as to affect them adversely without 
the affirmative vote of the holders of a majority or more of the outstanding 
shares of Series A Junior Participating Preferred Stock, voting separately as 
a class.

     (10) FRACTIONAL SHARES. Series A Junior Participating Preferred Stock 
may be issued in fractions of a share that entitle the holder, in proportion 
to such holders fractional shares, to exercise voting rights, receive 
dividends, participate in distributions, and to have the benefit of all other 
rights of holders of Series A Junior Participating Preferred Stock.


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     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and 
do affirm the foregoing as true under the penalties of perjury this __ day of 
October, 1997.

                                       ANCHOR GAMING


                                       By: 
                                           --------------------------------
                                       Name: 
                                             ------------------------------
                                       Title: 
                                              -----------------------------



                                       By:                                  
                                           -------------------------------- 
                                       Name:                                
                                             ------------------------------ 
                                       Title:                               
                                              ----------------------------- 


     The foregoing instrument was acknowledged before me by 
____________________ and ____________________ on the ___ day of October 1997, 
in the capacities indicated.



                                       ------------------------------------
                                       (Notary)








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