THIS  WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE
     OF  THIS  WARRANT  HAVE NOT BEEN REGISTERED  UNDER  THE
     SECURITIES  ACT OF 1933, AS AMENDED, OR ANY  APPLICABLE
     STATE SECURITIES LAW.  THIS WARRANT OR SUCH SHARES  MAY
     NOT  BE  SOLD, DISTRIBUTED, PLEDGED, OFFERED FOR  SALE,
     ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS:
     (A)  THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
     SUCH  ACT  AND APPLICABLE STATE SECURITIES LAW COVERING
     ANY SUCH TRANSACTION INVOLVING SAID SECURITIES; (B) THE
     COMPANY  (DEFINED BELOW) RECEIVES AN OPINION  OF  LEGAL
     COUNSEL  FOR  THE HOLDER OF THIS WARRANT  STATING  THAT
     SUCH  TRANSACTION IS EXEMPT FROM REGISTRATION AND  SUCH
     OPINION   IS   IN   FORM   AND   SUBSTANCE   REASONABLY
     SATISFACTORY TO THE COMPANY AND FROM COUNSEL REASONABLY
     SATISFACTORY  TO THE COMPANY; OR (C) PURSUANT  TO  RULE
     144 UNDER SUCH ACT.
     
     
     
                       WARRANT TO PURCHASE
                     SHARES OF COMMON STOCK
                                
                                
                   CASINOVATIONS INCORPORATED
                                
                                
     This    is    to   certify   that,   for   value   received,
____________________________ (the "Holder") is entitled, during a
specified  period of time as set forth in Section 3  herein  (the
"Exercise  Period"), to purchase from Casinovations Incorporated,
a Washington corporation (the "Company"), ________ fully paid and
nonassessable  shares of the Company's common  stock,  par  value
$0.001  per share (the "Common Stock"), at an exercise price  per
share  as  set  forth in Section 1 herein (the "Exercise  Price")
(such  number of shares and the Exercise Price being  subject  to
adjustment  as  provided herein).  The term  "Warrant,"  as  used
herein,  refers  to  this Warrant to Purchase  Shares  of  Common
Stock,  the term "Warrant Shares," as used herein, refers to  the
shares  of  Common  Stock  purchasable hereunder,  and  the  term
"Parties," as used herein, refers collectively to the Holder  and
the Company.  This Warrant is issuable only as part of a Unit  or
Units  consisting  of that certain $______,000  principal  amount
9.5%  Convertible Note Due 2004 dated as of the same date  hereof
to  Holder  (as  "Purchaser")  and  the  Company  (as  "Obligor")
(collectively  hereinafter the "Convertible  Note").   Each  Unit
shall  consist  of  a    This Warrant is only  exercisable  after
conversion of the Convertible Note.

                      TERMS AND CONDITIONS
                                
     This  Warrant is subject to the following terms, provisions,
and conditions:

     1.    EXERCISE PRICE.  The Exercise Price shall be $3.00 per
share.

     2.    MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES;  PAYMENT
FOR  SHARES.  Subject to the provisions hereof, this Warrant  may
be  exercised  by the Holder, in whole or in part (but  not  less
than  1,000 share increments), by the surrender of this  Warrant,
together  with an exercise agreement in the form attached  hereto
(the  "Exercise Agreement"), duly completed and executed  by  the
Holder,  to  the  Company during normal  business  hours  on  any
business  day  at the Company's principal executive  offices  (or
such

<PAGE>

other  location  as the Company may designate by  notice  to  the
Holder);  and  upon (a) the payment to the Company  in  cash,  by
certified  or  official bank check or by wire  transfer  for  the
account  of  the  Company in the amount  of  the  Exercise  Price
multiplied by the number of Warrant Shares for which the  Warrant
is being exercised.

          The  Warrant Shares so purchased shall be deemed to  be
issued  to the Holder as the record owner of such Warrant Shares,
as  of  the  close of business on the date on which this  Warrant
shall  have  been  surrendered, the completed Exercise  Agreement
shall  have been delivered, and payment shall have been made  for
such  Warrant  Shares as set forth above.  Certificates  for  the
Warrant Shares so purchased, representing the aggregate number of
shares specified in the Exercise Agreement, shall be delivered to
the  Holder  within  a reasonable time, not  exceeding  ten  (10)
business  days, after this Warrant shall have been so  exercised.
The  certificates so delivered shall be in such denominations  as
may be reasonably requested by the Holder and shall be registered
in  the  name  of  the  Holder or such other  name  as  shall  be
designated  by  the  Holder.  If this  Warrant  shall  have  been
exercised  only in part, then, unless this Warrant  has  expired,
the  Company  shall, at its expense, at the time of  delivery  of
such   certificates,  deliver  to  the  Holder  a   new   warrant
representing the number of Warrant Shares with respect  to  which
this Warrant shall not then have been exercised.

     3.    EXERCISE  PERIOD.  This Warrant may be  exercised  any
time  after  August  1, 1999, and before 2:00  p.m.,  Las  Vegas,
Nevada time, on February 1, 2001 (the "Exercise Period").

     4.    CONDITIONS     PRECEDENT,    CALL   AND    REDEMPTION.
Notwithstanding anything else herein to the contrary,

          (a)   The Warrant is not exercisable unless Holder  has
     exercised  fully the conversion option under the Convertible
     Note.
     
          (b)   This Warrant may be called and redeemed,  if  not
     previously exercised, after the Company gives written notice
     to  Holder of the Company's election to call and redeem (the
     "Redemption Notice") the Warrant and if, within thirty  (30)
     days of such Redemption Notice, Holder has not exercised the
     Warrant  pursuant to the terms hereof.  In no event may  the
     Company  elect  to redeem the Warrant prior to  February  1,
     2000.  In the event of such redemption, the Company must pay
     to Holder consideration equal to the par value of the shares
     issuable pursuant to the Warrant.
     
     5.    CERTAIN AGREEMENTS OF THE COMPANY.  The Company hereby
covenants and agrees as follows:

          (a)   SHARES  TO  BE  FULLY PAID.  All  Warrant  Shares
     shall,  upon issuance in accordance with the terms  of  this
     Warrant, be validly issued, fully paid, and non-assessable.
     
          (b)    RESERVATION  OF  SHARES.   During  the  Exercise
     Period, the Company shall at all times have authorized,  and
     reserved for the purpose of issuance upon exercise  of  this
     Warrant,  a sufficient number of shares of Common  Stock  to
     provide for the exercise of this Warrant.
     
          (c)   SUCCESSORS  AND ASSIGNS.  This Warrant  shall  be
     binding upon any entity succeeding to the Company by merger,
     consolidation,  or  acquisition of all or substantially  all
     the Company's assets.
     
     6.   ADJUSTMENT PROVISIONS.  During the Exercise Period, the
Exercise Price and the number of Warrant Shares shall be  subject
to  adjustment from time to time as provided in this  Section  6.
If  the Company shall, prior to the conversion or payment of  the
Note in full, (a) declare a dividend or make a

                               -2-
                                
<PAGE>

distribution on its Common Stock payable in shares of its  Common
Stock, (b) subdivide its outstanding shares of Common Stock  into
a  greater  number of shares of Common Stock, or (c) combine  its
outstanding  shares  of Common Stock into  a  smaller  number  of
shares of Common Stock, or (d) issue any shares of capital  stock
of  the Company by reclassification or capital reorganization  of
its  shares  of  Common Stock, then the conversion privilege  and
Exercise  Price in effect immediately prior to such action  shall
be  adjusted so that the Holder shall be entitled to receive  the
number and kind of shares of Common Stock or other Capital  Stock
which  the  Holder  would have owned or  have  been  entitled  to
receive  immediately after such action had the  Holder  exercised
the  Warrant immediately prior to the record date in the case  of
(a),  or  the effective date in the case of (b), (c) or (d).   In
the  event that any adjustment of the Exercise Price as  required
herein results in a fraction of a cent, such Exercise Price shall
be rounded up to the nearest cent.

     7.    PAYMENT OF EXPENSES.  The Company and the Holder shall
each  be responsible for their own costs and expenses payable  in
connection  with (a) the negotiation, preparation, execution  and
delivery  of  this  Agreement  and the  other  agreements  to  be
executed  in  connection  herewith;  and  (b)  the  issuance   of
certificates  for  Warrant  Shares  upon  the  exercise  of  this
Warrant.   The  Company shall pay any issuance tax in  connection
with  the  issuance of certificates for Warrant Shares; provided,
however,  that the Holder shall be responsible for any income  or
other taxes in connection with such issuance.

     8.    NO  RIGHTS  OR  LIABILITIES AS  A  STOCKHOLDER.   This
Warrant  shall  not entitle the Holder to any  voting  rights  or
other  rights  as a stockholder of the Company.  No provision  of
this  Warrant, in the absence of affirmative action by the Holder
to purchase Warrant Shares, and no mere enumeration herein of the
rights  or  privileges  of the Holder, shall  give  rise  to  any
liability  of  such  Holder  for  the  Exercise  Price  or  as  a
stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

     9.    TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.   This
Warrant,  nor  any  interest  in  this  Warrant,  may  be   sold,
distributed, assigned, offered, pledged or otherwise  transferred
without the express written consent of the Company.

          (a)   EXCHANGE  OF WARRANTS; REPLACEMENT  OF  WARRANTS.
     This  Warrant is exchangeable upon the surrender  hereof  by
     the Holder to the Company at its office for new warrants  of
     like  tenor and date representing in the aggregate the right
     to purchase the number of shares of Common Stock purchasable
     hereunder, each of such new Warrants to represent the  right
     to  purchase such number of shares of Common Stock  (not  to
     exceed the aggregate total number purchasable hereunder)  as
     shall be reasonably designated by the Holder at the time  of
     such  surrender.   Upon receipt by the Company  of  evidence
     reasonably   satisfactory  to  it  of   the   loss,   theft,
     destruction, or mutilation of this Warrant, and, in case  of
     loss,  theft  or  destruction,  of  indemnity,  or  security
     reasonably  satisfactory  to it,  and  upon,  surrender  and
     cancellation of this Warrant, if mutilated, the Company will
     make  and  deliver a new warrant of like tenor, in  lieu  of
     this Warrant.
     
          (b)   CANCELLATION;  PAYMENT  OF  EXPENSES.   Upon  the
     surrender  of this Warrant in connection with any  transfer,
     exchange, or replacement as provided in this Section 9, this
     Warrant  shall  be  promptly canceled by the  Company.   The
     Company  and the Holder shall each be responsible for  their
     own  costs  and  expenses  payable in  connection  with  the
     preparation,   execution,  and  delivery  of  new   warrants
     pursuant to this Section 9.  The Holder shall be responsible
     for  any  tax  which may be payable in connection  with  any
     transfer of a certificate for Warrant Shares.
     
          (c)   REGISTRAR.   The Company shall maintain,  at  its
     principal executive offices (or such other location  as  the
     Company  may designate by notice to the Holder), a registrar
     for this
     
                               -3-
                                
<PAGE>

     Warrant,  in  which the Company shall record  the  name  and
     address  of the person in whose name this Warrant  has  been
     issued,  as  well as the name and address of each transferee
     and each prior owner of this Warrant.
     
     10.   AMENDMENTS.   No  amendment or  modification  of  this
Warrant shall be deemed effective unless and until such amendment
or  modification is an express writing executed by  both  of  the
Parties.

     11.   GOVERNING LAW.  This Warrant shall be governed by  and
construed  and enforced in accordance with the internal  laws  of
the State of Nevada without regard to the body of law controlling
conflicts  of  law.   The parties hereto  hereby  submit  to  the
exclusive  jurisdiction  of  the courts  located  in  Las  Vegas,
Nevada,  with  respect to any dispute arising under this  Warrant
and the transactions contemplated hereby.

     12.  REGISTRATION RIGHTS.

          (a)  MANDATORY REGISTRATION.  The Company shall prepare
     and,  no  sooner than nine months and no later  than  twelve
     months  after  the  Issuance Date, file with  United  States
     Securities   and   Exchange  Commission  (the   "SEC"),   an
     appropriate  registration statement to effect a registration
     of  the  Registrable Securities (as defined below)  covering
     the  resale  of  the Registrable Securities underlying  this
     Warrant,   which  registration  statement,  to  the   extent
     allowable under the Securities Act of 1933, as amended,  and
     the rules promulgated thereunder (including Rule 416), shall
     state  that  such  registration statement also  covers  such
     indeterminate numbers of additional shares of  Common  Stock
     as  may become issuable upon conversion of the Warrants  (i)
     to  prevent  dilution  resulting from  stock  splits,  stock
     dividends  or  similar transactions or  (ii)  by  reason  of
     changes  in the Exercise Price in accordance with the  terms
     of  this Warrant.  The Company shall use its best efforts to
     obtain  effectiveness of the registration statement as  soon
     as  practicable.  For purposes of this Agreement,  the  term
     "Registrable Securities" means the Warrant Shares issued  or
     issuable  and any shares of capital stock issued or issuable
     as  a  dividend  on  or in exchange for  or  otherwise  with
     respect to any of the foregoing.
     
          (b)   OBLIGATIONS  OF  THE  HOLDER.   It  shall  be   a
     condition  precedent to the obligations of  the  Company  to
     complete  the  registration pursuant to  this  Warrant  with
     respect  to  the Registrable Securities of the  Holder  that
     such  Holder  shall furnish to the Company such  information
     regarding itself, the Registrable Securities held by it  and
     the  intended  method  of  disposition  of  the  Registrable
     Securities  held  by it as shall be reasonably  required  to
     effect  the registration of such Registrable Securities  and
     shall  execute  such documents and otherwise cooperate  with
     the  Company  as  reasonably requested  by  the  Company  in
     connection   with  the  preparation  and   filing   of   the
     registration  statement.  At least three (3)  business  days
     prior   to  the  first  anticipated  filing  date   of   the
     Registration Statement, the Company shall notify the  Holder
     of  the  information  the Company requires  from  each  such
     Holder.
     
          (c)   EXPENSE  OF  THE  REGISTRATION.   All  reasonable
     expenses, other than underwriting discounts and commissions,
     incurred  by  the Company in connection with  registrations,
     filings  or  qualifications pursuant  to  this  Section  12,
     including without limitation, all registration, listing  and
     qualification  fees, printers and accounting fees,  and  the
     fees and disbursements of counsel for the Company, shall  be
     borne by the Company.
     
                               -4-
                                
<PAGE>
     
     13.   EXPIRATION DATE.  This Warrant shall expire and become
null and void and of no further force or effect at 5:00 p.m.  Las
Vegas, Nevada time on February 1, 2001.

     In  Witness Whereof, the Company has caused this Warrant  to
be signed by its duly authorized officer.

                               Casinovations Incorporated,
                                 a Washington corporation
                               
                               
                               By:_______________________________

                                    Name:________________________
                                    Title:_______________________


                               Date:_____________________________


                               -5-