**[FORM
      OF] STOCK OPTION AGREEMENT**




This
      Stock Option Agreement ,
      made
      effective as of _____________, is by and between Spectre Gaming, Inc. (the
      “Company”), and _____________, an ____________ of the Company
      (the “Optionee”).




The
      parties hereto agree as follows:




1.  Grant
      of Option .
      The
      Company hereby grants to Optionee the right and option, hereinafter called
      the
“Option,” to purchase all or any part of an aggregate of ______________shares of
      the common stock, $.01 par value, of the Company (the “Shares”) subject to the
      terms and conditions herein set forth.




2.  Purchase
      Price .
      The
      purchase price of the Shares covered by the Option shall be ______ per
      Share.




3.  Exercise
      and Vesting of Option .
      Subject
      to Section 1 above, the Option shall vest as follows: ________ Shares on
      ____________; ________ Shares on ____________; and ________ Shares on
      ____________.




4.  Term
      of Option .
      Except
      as otherwise provided in this Agreement, the Option shall be exercisable for
      ______ (___) years from the date of this Agreement; *provided,
      however* ,
      that in
      the event that Optionee ceases to be an employee of the Company, Optionee or
      his
      or her legal representative shall have three (3) months from the date of such
      termination to exercise any part of the Option that is vested pursuant to
      Section 3 of this
      Agreement. Upon the expiration of such three (3) month period, or, if earlier,
      upon the expiration date of the Option as set forth above, the Option shall
      terminate and become null and void.




5.  Method
      of Exercising Option .
      Subject
      to the terms and conditions of this Agreement, the Option may be exercised
      by
      written notice to the Company. Such notice shall state the election to exercise
      the Option and the number of Shares in respect of which it is being exercised,
      and shall be signed by the person or persons so exercising the Option. Such
      notice shall either: (a) be accompanied by payment of the full purchase price
      of
      such Shares, in which event the Company shall deliver a certificate or
      certificates representing such Shares as soon as practicable after the notice
      shall be received; or (b) fix a date not less than five (5) nor more than ten
      (10) business days from the date such notice shall be received by the Company
      for the payment of the full purchase price of such Shares against delivery
      of a
      certificate or certificates representing such Shares. Payment of such purchase
      price may take the form of cash, shares of stock of the Company, the total
      market value of which equals the total purchase price, or any combination of
      cash and shares of the Company, the total market value of which equals the
      total
      purchase price. Any such notice shall be deemed given when received by the
      Company at its principal place of business. All Shares that shall be purchased
      upon the exercise of the Option as provided herein shall be fully paid and
      non-assessable.




6.  Rights
      of Option Holder .
      Optionee, as holder of the Option, shall not have any of the rights of a
      shareholder with respect to the Shares covered by the Option except to the
      extent that one or more certificates for such Shares shall be delivered to
      him
      or her upon the due exercise of all or any part of the Option.




7.  Non-Transferability .
      The
      Option shall not be transferable and the Company shall not be required to
      recognize any attempted assignment of such rights by any participant except:
      (i)
      in the event of the Optionee’s death, by will or the laws of descent and
      distribution to the limited extent provided in this Option Agreement; (ii)
      or
      pursuant to a qualified domestic relations order as defined by the Internal
      Revenue Code of 1986, as amended; or (iii) pursuant to Title I of the Employee
      Retirement Income Security Act, or the rules thereunder (if applicable).
      Notwithstanding the preceding sentence, the Option may be transferred by the
      holder thereof to family members, trusts or charities. During the Optionee’s
      lifetime, the Option may be exercised only by him or her, by his or her guardian
      or legal representative or by the transferees permitted by the preceding
      sentence. Except as set forth above, the Option may not be assigned,
      transferred, pledged, or hypothecated in any way, shall not be assignable by
      operation of law, and shall not be subject to execution, attachment, or similar
      process. Any attempted assignment, transfer, pledge, hypothecation, or other
      disposition of the Option contrary to the provisions hereof, and the levy of
      any
      execution, attachment, or similar process upon the Option shall be null and
      void
      and without effect.







8.  General .
      The
      Option is issued under the Spectre Gaming 2006 Stock Option Plan. The Company
      shall at all times during the term of the Option keep available such number
      of
      Shares as will be sufficient to satisfy the requirements of this Option
      Agreement.




In
      Witness Whereof ,
      the
      undersigned have executed this Stock Option Agreement as of the date first
      written above.




**SPECTRE
      GAMING, INC.:**








By:


Its:







**OPTIONEE:**
















**[FORM
      OF] STOCK OPTION AGREEMENT**







This
      Stock Option Agreement ,
      made
      effective as of ____________, 2006, is by and between Spectre Gaming, Inc.
      (the
“Company”), and ____________, an employee of the Company (the
“Optionee”).


The
      parties hereto agree as follows:





1.  Grant
      of Option .
      The
      Company hereby grants to Optionee the right and option, hereinafter called
      the
“Option,” to purchase all or any part of an aggregate of ________________ shares
      of the common stock, $.01 par value, of the Company (the “Shares”) subject to
      the terms and conditions herein set forth.





2.  Purchase
      Price .
      The
      purchase price of the Shares covered by the Option shall be ________ per
      Share.





3.  Exercise
      and Vesting of Option .
      Subject
      to Section 1 above, the Option shall vest as follows: ________ Shares on
      ___________; ________ Shares on ___________; and ________ Shares on ___________.
      Notwithstanding the foregoing, in the event of an acquisition of the Company
      through the sale of substantially all of the Company’s assets and the consequent
      discontinuance of its business, or through a merger, consolidation, exchange,
      reorganization, reclassification or extraordinary dividend resulting in
      shareholders of the Company immediately prior to the effective time of such
      transaction holding, immediately afterwards, less than 50% of the outstanding
      voting power of the resulting entity, or through a divestiture or liquidation
      of
      the Company (collectively referred to as a “Change in Control”), all outstanding
      Options hereunder shall become immediately exercisable, whether or not such
      Options had become exercisable prior to the Change in Control. The Company’s
      board of directors may restrict the rights of or the applicability of this
      Section 3 to the extent necessary to comply with Section 16(b) of the Securities
      Exchange Act of 1934, the Internal Revenue Code or any other applicable law
      or
      regulation. This Option shall not limit in any way the right or power of the
      Company to make adjustments, reclassifications, reorgan¬izations or changes of
      its capital or business structure or to merge, exchange or consolidate or to
      dissolve, liquidate, sell or transfer all or any part of its business or
      assets.





4.  Term
      of Option .
      Except
      as otherwise provided in this Agreement, the Option shall be exercisable for
      ______ (____) years from the date of this Agreement; provided, however, that
      in
      the event that Optionee ceases to be an employee of the Company, Optionee or
      his
      or her legal representative shall have three (3) months from the date of such
      termination to exercise any part of the Option that is vested pursuant to
      Section 3 of this Agreement. Upon the expiration of such three (3) month period,
      or, if earlier, upon the expiration date of the Option as set forth above,
      the
      Option shall terminate and become null and void.





5.  Method
      of Exercising Option .
      Subject
      to the terms and conditions of this Agreement, the Option may be exercised
      by
      written notice to the Company. Such notice shall state the election to exercise
      the Option and the number of Shares in respect of which it is being exercised,
      and shall be signed by the person or persons so exercising the Option. Such
      notice shall either: (a) be accompanied by payment of the full purchase price
      of
      such Shares, in which event the Company shall deliver a certificate or
      certificates representing such Shares as soon as practicable after the notice
      shall be received; or (b) fix a date not less than five (5) nor more than ten
      (10) business days from the date such notice shall be received by the Company
      for the payment of the full purchase price of such Shares against delivery
      of a
      certificate or certificates representing such Shares. Payment of such purchase
      price may take the form of cash, shares of stock of the Company, the total
      market value of which equals the total purchase price, or any combination of
      cash and shares of the Company, the total market value of which equals the
      total
      purchase price. Any such notice shall be deemed given when received by the
      Company at its principal place of business. All Shares that shall be purchased
      upon the exercise of the Option as provided herein shall be fully paid and
      non-assessable.





6.  Rights
      of Option Holder .
      Optionee, as holder of the Option, shall not have any of the rights of a
      shareholder with respect to the Shares covered by the Option except to the
      extent that one or more certificates for such Shares shall be delivered to
      him
      or her upon the due exercise of all or any part of the Option.





7.  Non-Transferability .
      The
      Option shall not be transferable and the Company shall not be required to
      recognize any attempted assignment of such rights by any participant except:
      (i)
      in the event of the Optionee’s death, by will or the laws of descent and
      distribution to the limited extent provided in this Option Agreement; (ii)
      or
      pursuant to a qualified domestic relations order as defined by the Internal
      Revenue Code of 1986, as amended; or (iii) pursuant to Title I of the Employee
      Retirement Income Security Act, or the rules thereunder (if applicable).
      Notwithstanding the preceding sentence, the Option may be transferred by the
      holder thereof to family members, trusts or charities. During the Optionee’s
      lifetime, the Option may be exercised only by him or her, by his or her guardian
      or legal representative or by the transferees permitted by the preceding
      sentence. Except as set forth above, the Option may not be assigned,
      transferred, pledged, or hypothecated in any way, shall not be assignable by
      operation of law, and shall not be subject to execution, attachment, or similar
      process. Any attempted assignment, transfer, pledge, hypothecation, or other
      disposition of the Option contrary to the provisions hereof, and the levy of
      any
      execution, attachment, or similar process upon the Option shall be null and
      void
      and without effect.








8.  General .
      The
      Option is issued under the Spectre Gaming 2006 Stock Option Plan. The Company
      shall at all times during the term of the Option keep available such number
      of
      Shares as will be sufficient to satisfy the requirements of this Option
      Agreement.





In
      Witness Whereof ,
      the
      undersigned have executed this Stock Option Agreement as of the date first
      written above.






**SPECTRE
        GAMING, INC.:**
 
 
 By:
 Its:
 
  **OPTIONEE:**