EXHIBIT 3
CONSENT AND ACKNOWLEDGMENT
THIS CONSENT AND ACKNOWLEDGMENT (the
"Agreement") is made and entered into this 21st day of
April, 1997, by and between RBB BANK AKTIENGESELLSCHAFT
("RBB") and SPINTEK GAMING TECHNOLOGIES, INC., a
California corporation ("Spintek").
WITNESSETH
WHEREAS, RBB did purchase certain convertible debentures
from the Company pursuant to a convertible debenture
dated July 16, 1996 (the " Debenture"), which Debenture
included within its terms the right to convert such
Debenture into shares of Series A Preferred Stock of the
Company (the "Preferred Stock"); and
WHEREAS, the Board of Directors of
Spintek did authorize a designation of rights and
preferences of the Preferred Stock on July 16, 1996;
and
WHEREAS, RBB as previously converted the
Debenture into 7,202 shares of Preferred Stock; and
WHEREAS, RBB continues to hold 6,842 shares of Preferred
Stock resulting from the conversion of the Debenture,
having previously converted a portion of its Preferred
Stock into shares of common stock of Spintek; and
WHEREAS, RBB is purchasing by means of a Subscription
Agreement of even date herewith, an additional 1,429
shares of Series A Preferred Stock and is desirous of
consenting to an amendment to the designations rights
and preferences for the Preferred Stock so that the
amended designation of rights and preferences shall
govern the Preferred Stock issued upon conversion of the
Debenture as well as the Preferred Stock issued pursuant
to the Subscription Agreement of even date herewith.
NOW THEREFORE, the parties do hereby agree
that the designation of rights and preferences for the
Series A Preferred Stock adopted by the Board of
Directors of Spintek on April 21, 1997, a copy of which
is attached hereto as Exhibit "A" and made a part
hereof, shall govern the rights and preferences of all
Series A Preferred Stock of the Company, including those
shares issued pursuant to the Subscription Agreement of
even date herewith and the shares formally issued upon
conversion of the Debenture.
IN WITNESS WHEREOF, the undersigned have hereunto set
their hands and seals as of this 21st day of April,
1997.
RBB BANK AKTIENGESELLSCHAFT
By: /s/ XXXXXXX XXXXXXX
Title: Headtrader
SPINTEK GAMING TECHNOLOGIES, INC.
By: /s/ XXXX X. XXXXXXX
Title: Chairman
