<PAGE>

                            AGREEMENT
                                
     THIS  AGREEMENT (this "Agreement") entered into  as  of  the
24th   day  of  March,  1999,  by  and  between  Dominion  Income
Management,  Inc.,  a  Washington corporation  ("Dominion"),  and
Casinovations  Incorporated,  a Washington  corporation  and  all
successors thereto ("Casinovations").

                      W I T N E S S E T H:
                                
     WHEREAS,  by  virtue of that certain Subscription  Agreement
for  Casinovations common stock dated December  4,  1998  by  and
between    Dominion   and   Casinovations   (the    "Subscription
Agreement"),  Dominion  offered to  purchase  200,000  shares  of
Casinovations common stock (the "Shares") for $500,000;

     WHEREAS,  Casinovations accepted the Subscription  Agreement
and payment of $500,000 and caused to be issued and delivered  to
Dominion  that  certain Casinovations Stock Certificate  No.  CVI
1088 dated December 14, 1998 in the amount of 200,000 shares (the
"Stock Certificate");

     WHEREAS, First Global Securities, Inc., located at 390  East
Colorado Boulevard, Suite 500, Pasadena, California 91101,  whose
principal  is  Noble  Trenham,  an individual  (collectively  and
hereinafter referred to as "Trenham/First Global"), acted for and
on  behalf of Casinovations as placement agent in connection with
the  execution of the Subscription Agreement and placement of the
Shares to Dominion;

     WHEREAS,  the  Shares were placed pursuant to  that  certain
registration statement on Securities and Exchange Commission Form
SB-2,  as  amended,  which registration  statement  was  declared
effective by the Securities and Exchange Commission (Registration
No. 333-31373) (the "Registration Statement");

     WHEREAS,  Dominion  has contacted Trenham/First  Global  and
Casinovations  demanding the right to revoke and/or  rescind  the
Subscription Agreement;

     WHEREAS,   Dominion  has  alleged  that  it   executed   the
Subscription    Agreement    in   reliance    upon    statements,
representations and assurances given to Dominion by Trenham/First
Global  that  were untrue or misleading and that such statements,
representations  and  assurances  provide  sufficient  basis  for
future   legal   action   against   Trenham/First   Global    and
Casinovations;

     WHEREAS, Casinovations communicated Dominion's concerns  and
allegations  to  Trenham/First Global and, as a result,  received
from Trenham/First Global an indemnification, as memorialized  in
that  certain Indemnity Agreement dated January 15, 1999  by  and
between   Casinovations  and  Trenham/First   Global,   to   hold
Casinovations  and  its  successors  harmless  from  any  losses,
demands,  settlements or other damages resulting from or  related
to   Dominion's   concerns  and  allegations,  the   Subscription
Agreement, the Shares and any other matter related thereto.

     WHEREAS,  Casinovations, Dominion and  Trenham/First  Global
have  had  communications directly and through counsel  regarding
the basis for Dominion's demand to

<PAGE>

revoke   and/or   rescind   said   Subscription   Agreement   and
Casinovations  has  continually  asserted  the  validity  of  the
Subscription Agreement;

     WHEREAS,  although Casinovations neither admits  nor  denies
Dominion's  concerns and allegations, Casinovations and  Dominion
enter  into  this Agreement solely for the purposes  of  avoiding
litigation without agreeing with the other party's position  with
respect  to  validity  or  claims of  any  kind  whatsoever  that
Casinovations  and  Dominion  intend  to  fully  pursue   against
Trenham/First Global;

     NOW  THEREFORE,  in  consideration of the mutual  covenants,
promises,    representations,   understandings   and   agreements
hereinafter  set forth, Dominion and Casinovations  hereto  agree
that  the recitals set forth above are true and accurate and  are
hereby  incorporated  in and made a part of this  Agreement,  and
further covenant and agree as follows:

     1.     PAYMENT.    At  the  Closing  (as  defined   herein),
Casinovations  will pay or cause to be paid to Dominion  $450,000
in   consideration   for  the  rescission  of  the   Subscription
Agreement.   At the Closing, the Subscription Agreement  will  be
deemed  rescinded, and null and void; however,  the  Shares  will
remain  issued and outstanding, subject to the offering terms  of
the Registration Statement, and available, at Casinovations' sole
and  absolute  discretion, to be sold to an  investor  under  the
terms of the Registration Statement or otherwise.

     2.   CLOSING.  The Closing will take place on or before 5:00
p.m.  Las  Vegas,  Nevada time on Friday,  April  30,  1999  (the
"Closing").  The location of the Closing will be at a time and  a
place  mutually  agreed  by the parties.  Further,  Dominion  and
Casinovations  agree that the placement of the appropriate  funds
and  documents  in the hands of their respective counsel  by  the
dates  provided for herein shall be deemed satisfactory  for  the
Closing to occur.

          (a)   DELIVERY ITEM OF CASINOVATIONS.  At the  Closing,
     Casinovations shall deliver the following:
     
               (i)   Cash,  cashiers  check, or  certified  funds
          payable to Dominion in the amount of $450,000.
          
          (b)   DELIVERY  ITEMS  OF DOMINION.   At  the  Closing,
     Dominion shall deliver to Casinovations the following:
     
               (i)   The Stock Certificate, endorsed in blank and
          with signature medallion;
          
               (ii)  An irrevocable stock or bond power for  said
          Shares  in form and substance reasonably acceptable  to
          Casinovations and its counsel consistent  with  Section
          2(b)(i); and
          
               (iii)   Such  other  and  further  documents   and
          instruments   that  may  be  reasonably   required   by
          Casinovations to complete and facilitate the rescission
          in accordance with this Agreement.
          
                               -2-
                                
<PAGE>

     3.    PERFORMANCE.   Dominion  agrees  that  performance  by
Casinovations  in  accordance  herewith  will  constitute   full,
complete   and   unconditional  performance   by   Casinovations.
Dominion   will   look   solely  to  Trenham/First   Global   for
performance,  payment,  documentation  and  completion   of   all
obligations solely to and by Trenham/First Global, including, but
not  limited to, the payment of $50,000 to Dominion, and will not
look to Casinovations for any performance, liability, obligation,
guaranty, satisfaction or performance whatsoever of any  kind  or
any  nature  by  Casinovations in respect of the  obligations  of
Trenham/First Global.

     4.    FURTHER ASSURANCES.  Dominion and Casinovations hereby
acknowledge that they will use their reasonable best  efforts  to
take, or cause to be taken, all appropriate action, and to do, or
cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make  effective
the  transactions contemplated by this Agreement.  In case at any
time  after the Closing any further action is necessary to  carry
out  the  purposes of this Agreement, Dominion and  Casinovations
will use their reasonable best efforts to take all such necessary
action.

     5.    AUTHORITY.   Dominion and Casinovations, respectively,
have  all  requisite corporate power and authority to enter  into
and  perform  this  Agreement and to carry out  their  respective
obligations  under  this  Agreement.   This  Agreement  and   the
transactions  contemplated by this Agreement have been  duly  and
validly authorized by all necessary corporate action on the  part
of both Dominion and Casinovations, respectively.  This Agreement
has  been  duly  executed  and delivered  by  both  Dominion  and
Casinovations  and  constitutes  the  legal,  valid  and  binding
obligation   of  both  Dominion  and  Casinovations,  enforceable
against  either Dominion or Casinovations in accordance with  its
terms.

     6.    IRREVOCABLE PROXY.  As further consideration for  this
Agreement,  in accordance with Section 23B.07.220 of the  Revised
Code  of  Washington, Dominion hereby grants to Casinovations  an
irrevocable  proxy coupled with an interest to  Casinovations  to
vote  all  of the Shares at the Casinovations Annual  Meeting  of
Stockholders scheduled for Monday, March 29, 1999, in Las  Vegas,
Nevada, and to vote the Shares in such manner and for such  items
as  Casinovations  shall  determine  in  its  sole  and  absolute
discretion, including, but not limited to, in favor of the agenda
items  for (a) the election of all Casinovations' directors,  (b)
the reincorporation of Casinovations from the state of Washington
to the state of Nevada, and (c) the approval of the Casinovations
Stock  Option Plan, as described in that certain Proxy  Statement
of  Casinovations dated March 6, 1999, and for such other matters
that  may come before the stockholders of Casinovations from time
to time through and including the Closing provided for herein.

     7.    RELEASE.   From the Closing and that day forward,  for
valuable  consideration,  the  sufficiency  of  which  is  hereby
acknowledged,  Dominion,  on behalf of  itself,  its  successors,
predecessors,   parents,  affiliates,  subsidiaries,   divisions,
including,   but   not   limited  to  its  officers,   directors,
stockholders,   managers,   employees,   advisors,   consultants,
insurers,   attorneys,  heirs,  executors,   administrators   and
authorized  representatives, hereby remises, acquits and  forever
releases   Casinovations,   and  its  successors,   predecessors,
parents, affiliates, subsidiaries, divisions, including, but  not
limited  to  its  officers,  directors,  shareholders,  managers,
employees,  advisors,  consultants, insurers,  attorneys,  heirs,
executors, administrators and authorized representatives from

                               -3-
                                
<PAGE>

any   and  all  claims,  demands,  damages,  debts,  liabilities,
actions, causes of action or suits of whatsoever kind or  nature,
presently  known  or unknown, actual or contingent,  asserted  or
unasserted,   foreseeable  or  unforeseeable,  unanticipated   or
unsuspected,  which any of them has or may have  now  or  in  the
future,  arising directly or indirectly out of or  involving  the
obligations  owed  Trenham/First  Global  and  any  other  matter
related thereto.

     8.   MUTUAL RELEASE.  From the Closing and that day forward,
for  valuable consideration, the sufficiency of which  is  hereby
acknowledged,   Dominion   and  Casinovations,   on   behalf   of
themselves,  their respective successors, predecessors,  parents,
affiliates,  subsidiaries, divisions, including, but not  limited
to  their respective officers, directors, stockholders, managers,
employees,  advisors,  consultants, insurers,  attorneys,  heirs,
executors, administrators and authorized representatives,  hereby
remise,  acquit  and  forever  release  each  other,  and   their
respective   successors,   predecessors,   parents,   affiliates,
subsidiaries,  divisions, including, but  not  limited  to  their
respective    officers,   directors,   shareholders,    managers,
employees,  advisors,  consultants, insurers,  attorneys,  heirs,
executors, administrators and authorized representatives from any
and  all  claims, demands, damages, debts, liabilities,  actions,
causes of action or suits of whatsoever kind or nature, presently
known  or  unknown, actual or contingent, asserted or unasserted,
foreseeable or unforeseeable, unanticipated or unsuspected, which
any  of  them  has  or  may have now or in  the  future,  arising
directly  or  indirectly  out of or  involving  the  Shares,  the
Subscription  Agreement and any other matter related  thereto  as
they relate to Dominion and Casinovations.

     9.    FUTURE  LITIGATION.   Dominion and  Casinovations,  on
behalf  of themselves, their respective successors, predecessors,
parents, affiliates, subsidiaries, divisions, including, but  not
limited  to  their respective officers, directors,  stockholders,
managers,  employees, advisors, consultants, insurers, attorneys,
heirs,  executors, administrators and authorized representatives,
covenant   and   agree  to  forever  refrain  from   instituting,
prosecuting, maintaining, or assisting with any claims, suits and
actions  against the other, which arise out of, or is or may  be,
in whole or in part, based upon, related to or connected with the
Shares,  the Subscription Agreement and any other matter  related
thereto as they relate to Dominion and Casinovations.

     10.   RESERVATION.   By  entry of this  Agreement,  and  any
related  agreements, amendments or writings between Dominion  and
Casinovations, Dominion and Casinovations reserve all claims that
they  have  or  may have against Trenham/First Global  under  any
agreements, understandings or otherwise and the entry by Dominion
and   Casinovations   into  this  Agreement,   the   transactions
contemplated  by this Agreement or any other transaction  by  and
between   Dominion  and  Casinovations  shall  in  no   way,   by
implication or otherwise, be deemed or construed to be a  waiver,
diminishment  of claim, or release by Dominion or  Casinovations,
their   respective  affiliates,  stockholders  or  other  parties
claiming  by or through either Dominion or Casinovations  against
Trenham/First Global.

     11.  GENERAL PROVISIONS.

          (a)   AMENDMENT; MODIFICATION; WAIVER.  This  Agreement
     may  not be amended, supplemented or otherwise modified, and
     none  of  its  terms may be waived, unless  such  amendment,
     supplement, modification or waiver is in an express  writing
     and  executed  by the party or parties to be bound  thereby.
     The  failure  of any party at any time or times  to  require
     performance  of  any provision hereof shall not  affect  the
     right of such
     
                               -4-
                                
<PAGE>

     party at a later time to enforce the same, and no waiver  of
     any  term  or provision hereof on any one occasion shall  be
     deemed  to  be  a waiver of the same or any other  provision
     hereof at any subsequent time or times.
     
          (b)   ASSIGNMENT; BINDING EFFECT.  This Agreement shall
     be  binding upon and inure to the benefit of the parties and
     their    respective   successors,   predecessors,   parents,
     affiliates,  subsidiaries, divisions,  officers,  directors,
     shareholders,  employees, advisors,  consultants,  insurers,
     attorneys, heirs, executors, administrators and any  persons
     claiming   rights  by,  through  or  under  them;  provided,
     however,  that no assignment of any rights or delegation  of
     any  obligations provided for herein may be made  by  either
     party to this Agreement without the prior written consent of
     the other party.
     
          (c)   BINDING  ARBITRATION.   Any  dispute,  claim   or
     controversy  of  any  kind, whether  in  contract  or  tort,
     statutory or common law, legal or equitable, now existing or
     hereafter arising under or in connection with, or in any way
     pertaining  to,  this  Agreement shall be  resolved  through
     binding arbitration as governed by Chapter 38 of the  Nevada
     Revised  Statutes.   If  a lawsuit is  commenced  by  either
     Dominion  or  Casinovations and an answer, not including  an
     application  to compel arbitration, has been  filed  by  the
     other party, arbitration may thereafter be elected only upon
     the consent of both Dominion or Casinovations.  The decision
     shall  be  binding on Dominion and Casinovations unless  the
     decision  is  vacated  by the court as provided  in  Section
     38.145 of the Nevada Revised Statutes.
     
               (i)   ARBITRATOR  SELECTION.   If  arbitration  is
          elected,  Dominion  or Casinovations  shall  select  an
          arbitrator.  If Dominion or Casinovations cannot  agree
          on   one   arbitrator,  each  party  shall  select   an
          arbitrator   who   will,  in  turn,  select   a   third
          arbitrator.  The third arbitrator shall be a person who
          has  neither a business nor personal relationship  with
          either  Dominion  or Casinovations or their  respective
          legal counsel.  All decisions made by a majority of the
          arbitrators   shall   be  binding   on   Dominion   and
          Casinovations.
          
               (ii)  ARBITRATION RULES.  Except  as  provided  by
          Chapter  38  of the Nevada Revised Statutes  or  agreed
          upon  by  Dominion and Casinovations,  the  arbitration
          shall  be  conducted  according to  the  Rules  of  the
          American Arbitration Association now in effect or later
          adopted.   The arbitrator(s) shall rule on all relevant
          aspects  of the case, including the award of injunctive
          relief,  damages,  or  any  other  legal  or  equitable
          remedies;  the  amount  of  attorneys'  fees  and   the
          decision  as  to  who  will pay  them;  and  the  costs
          incurred to resolve the dispute, including the decision
          as to whom is to pay the fees of the arbitrator(s).
          
               (iii)  JUDGMENT.  Judgment, if any, upon  award(s)
          rendered  by the arbitrator(s) may be entered  into  in
          any court having competent jurisdiction.
          
          (d)   ENTIRE AGREEMENT.  This Agreement (including  all
     exhibits, schedules and other documents referred to in  this
     Agreement  (the "Incorporated Documents"), all of which  are
     hereby  incorporated  by reference), constitute  the  entire
     agreement,    and   supersedes   all   prior    discussions,
     negotiations, agreements and understandings (both
     
                               -5-
                                
<PAGE>

     written  and  oral)  among Dominion and  Casinovations  with
     respect  to  the  subject  matter of  this  Agreement.   All
     obligations  of either Dominion or Casinovations  under  any
     Incorporated Document shall constitute an obligation of such
     party  under this Agreement.  Any capitalized terms used  in
     any  Incorporated  Document which are not otherwise  defined
     therein shall have the respective meanings given such  terms
     in this Agreement.
     
          (e)   EXPENSES.  Dominion and Casinovations shall  each
     pay  all  costs and expenses incurred or to be  incurred  by
     each  of them respectively in negotiating and preparing this
     Agreement and in taking whatever actions may be necessary or
     appropriate  to consummate the transactions contemplated  by
     this  Agreement,  including  the  costs  of  obtaining   any
     consents or approvals.
     
          (f)   GOVERNING  LAW;  VENUE. This Agreement  shall  be
     governed by and construed in accordance with the laws of the
     State  of  Nevada  in effect on the date of  this  Agreement
     without  resort to any conflict of laws principles, and  the
     courts  of the State of Nevada shall have sole and exclusive
     jurisdiction over any matter brought under, or by reason of,
     this Agreement.
     
          (g)   NEUTRAL INTERPRETATION. The provisions  contained
     herein  shall  not be construed in favor of or  against  any
     party  because  that  party  or  its  counsel  drafted  this
     Agreement, but shall be construed as if all parties prepared
     this  Agreement,  and  any  rules  of  construction  to  the
     contrary are hereby specifically waived.  The terms of  this
     Agreement  were  negotiated at arm's length by  the  parties
     hereto.
     
          (h)   NO  THIRD  PARTIES BENEFITED.  This Agreement  is
     made and entered into for the sole protection and benefit of
     Dominion and Casinovations, their respective successors  and
     assigns,  and  no  other person or persons  shall  have  any
     benefit or right of action hereon.
     
          (i)   NOTICE. Any and all notices required  under  this
     Agreement shall be in writing and shall be either (i)  hand-
     delivered;   (ii)   mailed,  first-class  postage   prepaid,
     certified  mail, return receipt requested; (iii) transmitted
     via  telecopier provided that confirmation is  obtained;  or
     (iv) delivered via a nationally recognized overnight courier
     service, using the following information:
     
           To  Casinovations: 6744 South Spencer Street
                              Las Vegas, Nevada  89119
                              Attention:  President
                              Telephone:  (702) 733-7195
                              Facsimile:  (702) 733-7197
                              
                 To Dominion: 15302 25th Drive S.E.
                              Mill Creek, Washington  98102
                              Telephone:  (425) 742-2276
                              Facsimile:  (425) 338-3175
                              
          (j)  SEVERABILITY. If any term, provision, covenant  or
     condition  of  this  Agreement, or any application  thereof,
     should be held by a court of competent
     
                               -6-
                                
<PAGE>

     jurisdiction  to  be  invalid, void  or  unenforceable,  all
     terms,   provisions,  covenants  and  conditions   of   this
     Agreement,  and all applications thereof, not held  invalid,
     void  or  unenforceable, shall continue in  full  force  and
     effect  and  shall  in  no  way  be  affected,  impaired  or
     invalidated thereby, provided that the invalidity,  voidness
     or  enforceability  of  such term,  provision,  covenant  or
     condition  does  not materially impair the  ability  of  the
     parties to consummate the transactions contemplated hereby.
     
     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement as of the date first above written.

                                                         
      "Casinovations"                        "Dominion"
              
CASINOVATIONS INCORPORATED,      DOMINION INCOME MANAGEMENT, INC.
 a Washington corporation          a Washington corporation
                                 
                                 
By:                              By:
   --------------------------       ------------------------------
    Steven J. Blad,                   Andrew Evans,
      President and Chief             _________________
      Executive Officer


                               -7-