THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS  NOT
     BEEN  REGISTERED UNDER THE SECURITIES ACT OF  1933,  AS
     AMENDED,   OR   REGISTERED  OR  QUALIFIED   UNDER   THE
     SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND THIS NOTE
     MAY  NOT  BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED  IN
     THE  ABSENCE  OF  SUCH REGISTRATION  OR  QUALIFICATION;
     PROVIDED, HOWEVER, THAT THIS NOTE MAY BE SOLD,  PLEDGED
     OR  OTHERWISE TRANSFERRED PURSUANT TO AN EXEMPTION FROM
     REGISTRATION OR QUALIFICATION.
     
     
                   CASINOVATIONS INCORPORATED
                                
                                
                 9.5% CONVERTIBLE NOTE DUE 2004
                                
                                
                                
$ _____,000.00                                 February ___, 1999


     For    Value   Received,   the   undersigned   Casinovations
Incorporated,  a  Washington corporation (the "Obligor"),  hereby
promises  to  pay  to  the  order  of  ________________  or   its
registered  assigns (the "Purchaser") on February 15,  2004,  the
principal  sum  of  _____________  Thousand  and  00/100  Dollars
($______,000.00)  and  to pay interest on  the  unpaid  principal
balance hereof from the date hereof at a rate of 9.5% per  annum,
payable semiannually in arrears on August 15 and February  15  of
each  year,  to  holders registered on the immediately  preceding
August 1 and February 1.  Interest on this Note will accrue  from
the  most  recent date on which interest has been paid.  Interest
will  be computed on the basis of a 360-day year of twelve 30-day
months.   The Note is unsecured.  At its discretion, the  Obligor
may,  at  anytime  after the one-year anniversary  of  the  Note,
redeem the Note without penalty upon payment of the face value of
the Note and any unpaid and accrued interest.

     This Note is being issued as a part of a Unit consisting  of
a Common Stock Purchase Warrant (the "Warrant") to purchase up to
_______  shares  of Obligor's common stock (the "Common  Stock").
This Note and the Warrant are not detachable unless and until the
Note  is  converted in accordance herewith.  Exercise of  certain
rights  under  the  Warrant  are  expressly  subject  to  certain
conditions contained therein and herein.

     At  the  expiration of the later of (a) six months from  the
date  of  the Note or (b) September 1, 1999, the Holder  of  this
Note  is entitled, at its option, to convert this Note into fully
paid and non-assessable shares of restricted Common Stock of  the
Obligor  at  the  conversion  price  of  $2.60  per  share   (the
"Conversion  Price"), subject to such adjustment or  adjustments,
if  any,  of such Conversion Price and the Common Stock  issuable
upon  conversion, upon surrender of this Note, duly  endorsed  or
assigned  to  the Obligor or in blank, to the Obligor,  with  the
conversion  notice attached hereto, or accompanied by a  separate
written  notice  substantially in the  form  of  such  conversion
notice,  duly executed by the Holder and stating that the  Holder
hereof  elects to convert this Note, or if less than  the  entire
principal  amount hereof is to be converted (but  not  less  than
$25,000 increments), the portion hereof to be converted,  all  in
accordance  with  the  provisions of the Subscription  Agreement.
The Warrant may only be exercised if the full principal amount of
this  Note  is  converted in accordance with this paragraph.   No
fractional shares will be issued on

<PAGE>

conversion,  but instead of any fractional interest, the  Obligor
shall pay a cash adjustment.  If the Company shall, prior to  the
conversion or payment of the Note in full, (a) declare a dividend
or  make a 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 the Conversion Price in effect immediately prior to
such  action  shall  be adjusted so that the  Holder  of  a  Note
thereafter converted 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 converted  the  Note
immediately prior to the record date in the case of (a),  or  the
effective date in the case of (b), (c) or (d).

     The  Company  shall prepare and, no sooner than nine  months
and  no later than twelve months after the date hereof, 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 issuable to Holder upon conversion
of  this  Note,  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  Note  to  prevent  dilution
resulting   from  stock  splits,  stock  dividends   or   similar
transactions.  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 shares of Common Stock  issued
or issuable upon conversion of the Note 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.  All  reasonable
expenses,  other  than  underwriting discounts  and  commissions,
incurred by the Company in connection with registrations, filings
or  qualifications pursuant to this paragraph, 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.

     Obligor may issue other indebtedness from time to time prior
to  or  hereafter  that  has a senior ranking  to  this  Note  in
priority of payment and this Note will be subordinate in right of
payment thereto.  In the event any action is taken to collect  or
enforce   the   indebtedness  evidenced   by   this   Note   (the
"Indebtedness") or any part thereof, the Obligor agrees  to  pay,
in addition to the principal and interest due and payable hereon,
all   costs   of  collecting  this  Note,  including   reasonable
attorneys'  fees  and  expenses. These costs  shall  include  any
expenses   incurred   by  the  Purchaser   in   any   bankruptcy,
reorganization, or other insolvency proceeding.

     No  delay or omission of any holder in exercising any  right
or  rights, shall operate as a waiver of such right or any  other
rights.  A waiver on one occasion shall not be construed as a bar
to or waiver of any right or remedy on any future occasion.

     The  liability  of  the Obligor under  this  Note  (and  the
liability of any endorsers of this Note) shall not be discharged,
diminished or in any way impaired by (a) any waiver by  Purchaser
or  failure to enforce or exercise rights under any of the terms,
covenants  or  conditions of this Note, (b) the granting  of  any
renewal,  indulgence, extension of time to Obligor, or any  other
obligors  of the Indebtedness, or (c) the addition or release  of
any  person  or  entity primarily or secondarily liable  for  the
Indebtedness.

     In  no  event  shall the interest rate charged  or  received
hereunder  at any time exceed the maximum interest rate permitted
under applicable law.  Payments of interest received by Purchaser
hereunder which

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<PAGE>

would otherwise cause the interest rate hereunder to exceed  such
maximum  interest rate shall, to the extent of  such  excess,  be
deemed  to  be  (and  deemed to have been  contracted  as  being)
prepayments of principal and applied as such.

     This  Note  shall  be binding upon the undersigned  and  its
successors  and  assigns  and  shall  inure  to  the  benefit  of
Purchaser, its successors and assigns. Every person and entity at
any  time  liable  for  the payment of this  Note  hereby  waives
demand,  presentment,  protest,  notice  of  protest,  notice  of
nonpayment due and all other requirements otherwise necessary  to
hold them immediately liable for payment hereunder.

     This Note is governed by and shall be construed and enforced
in accordance with Nevada law.

     Time is of the essence with respect to all of the terms  and
provisions of this Note.

                              CASINOVATIONS INCORPORATED
                              
                              
                              
                              By: _______________________________
                              
                              Its:_______________________________
                              
                                
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