<PAGE>

                  AGREEMENT AND PLAN OF MERGER
                                
     THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made
and entered into as of this 6th day of March 1999, by and between
Casinovations   Incorporated,  a  Washington   corporation   (the
"Washington Corporation"), and Casinovations Nevada Incorporated,
a  Nevada  corporation (the "Nevada Corporation" and collectively
with the Washington Corporation, the "Constituent Corporations").

                      W I T N E S S E T H:
                                
     WHEREAS,   the  Washington  Corporation  is  a   corporation
incorporated in the State of Washington on September 29, 1995 and
duly  organized  and  existing under the laws  of  the  State  of
Washington,  Title  23B of the Revised Code  of  Washington  (the
"RCW").

     WHEREAS,   the   Nevada   Corporation   is   a   corporation
incorporated  in the State of Nevada on March 4,  1999  and  duly
organized  and  existing under the laws of the State  of  Nevada,
Chapter 78 of the Nevada Revised Statutes (the "NRS").

     WHEREAS, the principal offices of the Washington Corporation
and  the  Nevada  Corporation are located at 6744  South  Spencer
Street, Las Vegas, Nevada 89119.

     WHEREAS,   the   Washington  Corporation  and   the   Nevada
Corporation   have   approved  the  merger  of   the   Washington
Corporation with and into the Nevada Corporation with the  Nevada
Corporation  as  the surviving corporation by a statutory  merger
upon the terms and conditions set forth herein.

     NOW,  THEREFORE, in consideration of the several and  mutual
promises,  agreements,  covenants, understandings,  undertakings,
representations  and warranties hereinafter set  forth,  and  for
other   good   and  valuable  consideration,  the   receipt   and
sufficiency  of which is hereby acknowledged, the  parties  agree
that  the  Recitals  are true and correct and by  this  reference
incorporated  herein as if fully set forth and  further  covenant
and agree as follows:

     1.    MERGER.  At the Effective Date (as defined below), the
Washington  Corporation shall be merged with and into the  Nevada
Corporation (the "Merger"), and the Nevada Corporation  shall  be
the  surviving  corporation in accordance with the provisions  of
Chapter  92A of the NRS and Title 23B.11 of the RCW.  The  Nevada
Corporation  shall be and continue in existence as the  surviving
corporation  (the  "Surviving  Corporation")  and  the   separate
corporate existence of the Washington Corporation shall cease.

     2.    EFFECTIVE DATE.  Pursuant to Section 23B.01.230 of the
RCW  and Section 92A.240 of the NRS, the Constituent Corporations
hereby  designate  April 1, 1999, as the effective  date  of  the
Merger (the "Effective Date").

     3.     ARTICLES   OF   INCORPORATION.    The   Articles   of
Incorporation  of  the  Nevada  Corporation  in  effect  on   the
Effective  Date  shall  continue (until amended  or  repealed  as
provided  by  applicable law) to be the Articles of Incorporation
of  the  Surviving Corporation after the Effective  Date  without
change  or  amendment  with the exception  of  the  amendment  of
Article  I  that  shall be amended to read  in  its  entirety  as
follows:

<PAGE>

                            ARTICLE I
                              NAME
                                
          The name of the corporation is:

         Casinovations Incorporated (the "Corporation").
                                
     4.   BYLAWS.  The Bylaws of the Nevada Corporation in effect
on  the  Effective Date shall continue (until amended or repealed
as  provided by applicable law) to be the Bylaws of the Surviving
Corporation after the Effective Date without change or amendment.

     5.   EFFECT OF MERGER.  At the Effective Date, the Surviving
Corporation  shall  continue in existence  and,  without  further
transfer,  succeed to and possess all of the rights,  privileges,
and purposes of each of the Constituent Corporations; and all  of
the  property,  real  and  personal, including  subscriptions  to
shares,  causes of action and every other asset of  each  of  the
Constituent Corporations, shall vest in the Surviving Corporation
without further act or deed; and the Surviving Corporation  shall
be  liable  for all of the liabilities, obligations and penalties
of  each  of  the  Constituent  Corporations.   No  liability  or
obligation  due or to become due, claim or demand for  any  cause
existing   against   either  Constituent  Corporation,   or   any
stockholder,  officer,  director or employee  thereof,  shall  be
released  or  impaired by the Merger.  No action  or  proceeding,
whether  civil  or  criminal, then pending by or  against  either
Constituent Corporation or any stockholder, officer, director  or
employee  thereof shall abate or be discontinued by  the  Merger,
but   may  be  enforced,  prosecuted,  defended  or  settled   or
compromised  as if the Merger had not occurred or  the  Surviving
Corporation  may  be substituted in any action or  proceeding  in
place  of  either Constituent Corporation.  If at  any  time  the
Surviving  Corporation  shall consider or  be  advised  that  any
further  assignments,  conveyances  or  assurances  in  law   are
necessary  or desirable to vest, perfect or confirm of record  in
the Surviving Corporation the title to any property or rights  of
the  Constituent  Corporations, or otherwise  to  carry  out  the
provisions  hereof,  the proper officers  and  directors  of  the
Constituent Corporations, as of the Effective Date, shall execute
and  deliver  any  and all things necessary or  proper  to  vest,
perfect  or  confirm  title to such property  or  rights  in  the
Surviving  Corporation, and otherwise to carry out the provisions
hereof.

     6.    CONVERSION OF OUTSTANDING SHARES.  Upon the  Effective
Date  and by virtue of the Merger and without any action  on  the
part of the holders thereof, each issued and outstanding share of
common  stock of the Washington Corporation shall be  immediately
canceled  and  converted into one share of common  stock  of  the
Nevada  Corporation.  Outstanding stock certificates representing
shares  of  common  stock  of  the Washington  Corporation  shall
thenceforth  represent the same number of shares of common  stock
of  the  Nevada  Corporation, and the  holder  thereof  shall  be
entitled to precisely the same rights as a holder of certificates
issued  by the Surviving Corporation.  Upon the surrender to  the
transfer  agent  of the Surviving Corporation, Continental  Stock
Transfer  &  Trust Company, of any stock certificate representing
shares  of common stock of the Washington Corporation, the holder
or  transferee  of  the  holder of such surrendered  certificates
shall receive in exchange therefore a certificate or certificates
of shares of common stock of the Surviving Corporation.

     7.    CONVERSION  OF STOCK OPTIONS AND WARRANTS.   Upon  the
Effective Date and by virtue of the Merger and without any action
on  the  part of the holders thereof, each issued and outstanding
option, warrant or right to purchase or otherwise acquire  shares
of  common stock of the Washington Corporation shall be converted
into  and  become  an  option or right to purchase  or  otherwise
acquire a proportionate number of shares of common stock  of  the
Nevada  corporation  on the same terms and  conditions,  and,  in
connection therewith, a proportionate number of shares of  common
stock of the Surviving Corporation

                                2
                                
<PAGE>

shall  be  reserved for issuance by the Surviving Corporation  as
were reserved by the Washington Corporation immediately prior  to
the Effective Date.

     8.     BOARD  OF  DIRECTORS  AND  OFFICERS.   The  Board  of
Directors and all officers of the Nevada Corporation in effect on
the  Effective  Date  shall be the Board  of  Directors  and  the
officers of the Surviving Corporation.

     9.    SURVIVAL  OF  POLICIES.  All  corporate  acts,  plans,
policies,   approvals  and  authorizations  of   the   Washington
Corporation,  its  stockholders, Board of  Directors,  committees
elected  or  appointed  by the Board of Directors,  officers  and
agents, which were valid and effective immediately prior  to  the
Effective  Date  shall  be taken for all purposes  as  the  acts,
plans,   policies,  approvals  and  authorizations  of  Surviving
Corporation and shall be as effective and binding thereon as they
were on the Washington Corporation.

     10.   TAX  EFFECT.  The Constituent Corporations intend  the
Merger  to  qualify  as  a "tax-free" reorganization  within  the
definition  of Section 386(a)(1)(F) of the Internal Revenue  Code
of 1986, as amended.

     11.   APPROVAL  OF  STOCKHOLDERS.  The  Agreement  shall  be
submitted to the stockholders of each Constituent Corporation  as
provided by the RCW and the NRS.  There shall be required for the
adoption  of the Agreement (a) the affirmative vote of  not  less
than a two thirds (2/3) of the holders of the common stock of the
Washington Corporation, and (b) the affirmative vote of more than
a majority of the voting power of the Nevada Corporation.

     12.    DISSENTERS'   RIGHTS.   The  rights   of   dissenting
stockholders for either of the Constituent Corporations shall  be
governed by the RCW and the NRS, respectively.

     13.   REGULATORY APPROVALS.  The consummation of the  Merger
shall  be  subject to obtaining any and all consents or approvals
determined  by  the  respective  Boards  of  Directors   of   the
Constituent Corporations to be necessary to effect the Merger.

     14.   TERMINATION  OR ABANDONMENT.  This  Agreement  may  be
terminated and/or the Merger abandoned at any time prior  to  the
Effective Date by either the Washington Corporation or the Nevada
Corporation  by action of their respective Boards  of  Directors.
In  the  event of termination of the Agreement and/or abandonment
of the Merger, this Agreement shall become void and of no further
force  and effect without liability on the part of either of  the
Constituent  Corporations, its stockholders, Board  of  Directors
and officers thereof.

                                3
                                
<PAGE>

     IN WITNESS WHEREOF, each party to this Agreement and Plan of
Merger,  pursuant to the authority duly given by their respective
Boards of Directors, has caused this Agreement and Plan of Merger
to  be executed on its behalf by its President and attested to by
its Secretary as the date and year first written above.

                          CASINOVATIONS INCORPORATED,
                                a Washington Corporation
     
                          By:  /s/ Steven J. Blad
                               -----------------------------------
                               Steven J. Blad, President and CEO
     

                          By:  /s/ Jay L. King
                               -----------------------------------
                               Jay L. King, Secretary

                          CASINOVATIONS INCORPORATED,
                                a Nevada corporation
     
                          By:  /s/ Steven J. Blad
                               -----------------------------------
                               Steven J. Blad, President and CEO
     

                          By:  /s/ Jay L. King
                               -----------------------------------
                               Jay L. King, Secretary


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