3  This amount represents 3,138,570 shares of Common Stock owned by the James E. Crabbe Revocable Trust, 209,300 shares of Common Stock issuable to the James E. Crabbe Revocable Trust upon exercise of Class A Warrants, and 442,307 shares of Common Stock issuable to the James E. Crabbe Revocable Trust upon conversion of 9.5% Convertible Notes.

3

        The Durable Power of Attorney dated August 25, 1999, whereby Richard S. Huson transferred to James E. Crabbe voting power of the shares of Common Stock held in the name of the Trust, is attached hereto as Exhibit "A."

        The Subscription Agreement dated September 22, 1999, by and between the James E. Crabbe Revocable Trust and the Issuer is attached hereto as Exhibit "B".

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   October 14, 1999

/s/ James E. Crabbe
James E. Crabbe
JAMES E. CRABBE REVOCABLE TRUST
By:	/s/ James E. Crabbe
	James E. Crabbe, Trustee

4

STATE OF OREGON

COUNTY OF DESCHUTES

DURABLE POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

/s/				(SEAL)
Richard S. Huson
Signed, sealed and delivered on the 30th day of July, 1999, in the presence of:
/s/
Unofficial Witness
Signed and sworn before me on July 30th by Richard S. Huson
(notary stamp)		/s/
		Notary Public
For purposes of identification only, my Attorney-in-Fact has signed and seal this Durable Power of Attorney.
/s/			(SEAL)
James E. Crabbe
Signed, sealed and delivered on the 25th day of August, 1999, in the presence of:
/s/
Unofficial Witness
Signed and sworn before me on 25th August 1999 by James E. Crabbe
(notary stamp)	/s/
	Notary Public

        This Subscription Agreement (this "Agreement") is made and entered into as of the 22^nd day of September, 1999, between Casinovations Incorporated, a Nevada corporation (the "Company"), and the James E. Crabbe Revocable Trust, an Oregon revocable living trust ("Purchaser"), and is delivered and executed in connection with the Company's sale of the Company's common stock, $0.001 par value (the "Common Stock").

        This Agreement sets forth the terms and conditions under which Purchaser will purchase Eight Hundred Sixty Thousand (860,000) shares of the Company's Common Stock (the "Shares").

2.      PURCHASE AND SALE OF SHARES

        (a)        Purchaser agrees to purchase, and the Company agrees to issue to Purchaser the Shares for Two Million Two Hundred Thirty-Six Thousand Dollars ($2,236,000.00) (based upon Two Dollars Sixty Cents ($2.60) per share) (the "Investment Amount"). Purchaser shall pay the Investment Amount as follows: No later than November 1, 1999, Purchaser shall pay the entire balance of the Investment Amount, and upon the receipt of the funds, the Company will immediately cause the correct number of the Shares (based upon $2.60 per share) to be issued to Purchaser.

        (b)        All funds payable by Purchaser shall be in cash or by certified or cashiers check or wire transfer in same day funds.

        Purchaser hereby acknowledges receipt of a copy of: (1) this Agreement; (2) the Company's Annual Report for the Year ended December 31, 1998, on Form 10-KSB; (3) the Company's Quarterly Report for the Quarter ended March 31, 1999, on Form 10-QSB; (4) the Company's Notice of Annual Meeting of Stockholders dated March 6, 1999, for the Meeting of Stockholders on March 29, 1999; (5) the Company's Current Report on Form 8-K dated March 29, 1999; (6) the Company's Current Report on Form 8-K dated April 30, 1999; (7) the Company's Current Report on Form 8-K dated May 28, 1999; (8) the Company's Current Report on Form 8-K dated June 24, 1999; (9) the Company's Quarterly Report for the Quarter ended June 30, 1999, on Form 10-QSB; and (10) the Company's Current Report on Form 8-K dated August 18, 1999 (collectively, the "Documents").

        The Investment Amount shall be used for general working capital purposes. Upon execution and delivery of this Agreement, the Investment Amount shall not, under any circumstances, be refunded to Purchaser.

        Purchaser represents and warrants to the Company as follows:

        (a)        The undersigned trustee is the duly authorized truste, and Purchaser has all necessary powers and authority to acquire the Shares under the laws of the state of its domicile and under the terms of the trust agreement, as amended, under which it was created.

        (b)        Purchaser, either alone or through Purchaser's purchaser representative (as that term is defined under Rule 501(h) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act") ("Purchaser's Representative," herein)), if any, has had an opportunity to ask questions of and receive answers from duly designated representatives of the Company concerning the terms and conditions of this Agreement and has been afforded an opportunity to examine such documents and other information which Purchaser or Purchaser's Representative, if any, has requested for the purpose of answering any question Purchaser or Purchaser's Representative, if any, may have concerning the business and affairs of the Company.

        (c)        Purchaser's principal place of business is located in the State of Oregon. Purchaser has received and reviewed this Agreement and the Documents and acknowledges the Company made available to Purchaser at a reasonable time prior to the execution of this Agreement the opportunity to ask questions and receive answers concerning the business and affairs of the Company and the terms and conditions of the sale of the Shares as contemplated by this Agreement and to obtain any additional information (which the Company possesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to Purchaser. Purchaser (i) is able to bear the loss of his entire investment without any material adverse effect on his economic stability, and (ii) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment to be made by him pursuant to this Agreement.

        (d)        Purchaser and Purchaser's Representative, if any, understand that the Shares are being offered and sold only to "accredited investors" (as that term is defined under Rule 501(a) of Regulation D), and Purchaser represents that Purchaser is an accredited investor. Purchaser understands the Company is relying on Purchaser with respect to the accuracy of this representation.

        (e)        Purchaser and Purchaser's representative, if any, understand that this Agreement may not comply with the information requirements of Regulation D for offers and sales to non-accredited investors (see Regulation D, Rule 502(b)), and, consequently, Purchaser understands the significance of its representation to the Company that it is an accredited investor. Purchaser and Purchaser's representative, if any, acknowledge that they were encouraged by the Company to request all additional information which might be material or important in order for Purchaser to make an informed investment decision with respect to the Company.

        (f)        The Shares are being purchased for investment purposes only for such Purchaser's own account and not with the view to, or for resale in connection with, any distribution or public offering thereof. Purchaser understands that the Shares have not been registered under the Securities Act or any state securities laws by reason of their contemplated issuance in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws, and that the reliance of the Company and others upon these exemptions is predicated in part upon the representation by Purchaser.

        (g)        Purchaser has taken the time to carefully read this Agreement, the Documents and any other information furnished to Purchaser by the Company in connection with this Agreement.

        (h)        Purchaser was not solicited to purchase the Shares by any means of general solicitation, including but not limited to the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio; (ii) any meeting where attendees were invited by any general solicitation or general advertising.

        (i)        Purchaser and Purchaser's Representative, if any, are aware that the Shares are and will be, when issued, "restricted securities" as that term is defined in Rule 144 (the "Rule") of the rules and regulations promulgated under the Securities Act. Purchaser and Purchaser's Representative, if any, are fully aware of the applicable limitations on the resale of the resulting shares. The Rule only permits sales of "restricted securities" held for not less than one year upon compliance with the requirements of such Rule. If the Rule is available to Purchaser, Purchaser may make only routine sales of the Shares in limited amounts in accordance with the terms and conditions of the Rule. Purchaser is fully aware that in any event, there is not likely to be any market for the Shares and that finding a purchaser for the Shares could be extremely difficult.

        (j)        Purchaser and Purchaser's Representative, if any, understand that any and all certificates representing the resulting shares shall bear a legend substantially as follows, which legend Purchaser has read and understands:

        (k)        Purchaser acknowledges that in making its investment decision Purchaser has relied upon its examination of the Company and its officers, directors and employees regarding the merits and risks involved. Purchaser has consulted its own attorney, business or tax advisor as to legal, business or tax advice.

        (l)        Purchaser represents and warrants that Purchaser can bear the economic risk of loss of Purchaser's entire investment in the Company. Purchaser understands that an investment in the Company involves substantial risks, including, without limitation, the risk factors described in the Documents and the following:

        (a)        Purchaser shall have the right at any time to include any and all of the Shares (together with other shares of Common Stock beneficially owned by Purchaser or James E. Crabbe, hereunder collectively, the "Shares") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act, or pursuant to Form S-8 or any equivalent form); provided, however, that, (i) if such Shares are freely saleable without restriction under an exemption from the registration requirements of the Securities Act or if such Shares are already covered by an effective registration statement; or (ii) if, in the opinion of the Company's managing underwriter, underwriters, placement agent or placement agents, if any, for such offering, the inclusion of the Shares, when added to the shares of Common Stock being registered by the Company, will exceed the maximum amount of Common Stock that can be marketed (A) at a price reasonably related to their then current market value, or (B) without materially and adversely affecting the entire offering, the Company shall nevertheless register all or any portion of the Shares required to be so registered, but such Shares shall not be sold by Purchaser until the later of (Y) ninety (90) days after the registration statement for such offering has become effective and (Z) thirty (30) days after the offering of the Company's shares has been completed; and provided further that, if any shares of Common Stock are being registered for sale on behalf of other stockholders in such offering, and such stockholders have not agreed to defer such sale until the expiration of such ninety (90) day period, the number of securities to be sold by all stockholders in such public offering during such ninety (90) day period shall be apportioned pro rata among all such selling stockholders, including Purchaser, according to the total amount of shares of Common Stock proposed to be sold by said selling stockholders, including Purchaser.

        (b)        All expenses incurred in connection with any registration, qualification or compliance pursuant to the registrations pursuant to this Section 6 shall be borne by the Company, but Purchaser shall pay any and all commissions in connection with the sale of the Shares and shall be responsible for the costs of Purchaser's own counsel or other consultants in connection with such registration or the subsequent sale of Shares. Purchaser shall exercise the "piggy-back" registration rights provided for in this Section 6 by giving written notice within five (5) business days of the receipt of the Company's notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the "piggy-back" registration rights to remain effective until all Shares registered thereunder are sold or are otherwise freely saleable without restriction under an exemption from the registration requirements of the Securities Act.

        (c)        In the case of each registration effected by the Company pursuant to this Section 6 the Company will keep Purchaser advised in writing as to the initiation of each registration statement and as to the completion thereof. At its expense, the Company will use its reasonable best efforts to:

        (d)        The "piggy-back" registration rights granted to Purchaser by the Company under this Section 6 may not be transferred or assigned to a transferee or assignee without the express written consent of the Company.

        (e)        The Company shall have the right to include the Shares in any Registration Statement the Company should file under the Securities Act for the public offering of shares of the Company's Common Stock. In the event the Company should exercise its right under this section, the Company is bound by the registration procedures of Section 6.

        Purchaser agrees that it shall indemnify and hold harmless the Company and its officers, directors, employees, agents and professional advisors from and against any and all loss, damage, liability, or expense, including costs and reasonable attorneys' fees, that the foregoing, or any of them, may incur by reason of, or in connection with, any misrepresentation, inaccurate statement or material omission made by Purchaser herein, any breach of any of Purchaser's warranties, or any failure on Purchaser's part to fulfill any of Purchaser's covenants, agreements or obligations set forth herein.

        Purchaser and its trustee hereby authorize the Company and its officers, employees and agents to investigate the personal and business background of Purchaser and/or its trustee, including, without limitation, communication with any employer, former employer, business associate, government agency, bank or other credit reference. Purchaser and its trustee hereby authorize any person, organization or entity that may have any knowledge or information regarding the personal or business background of Purchaser or its trustee to provide such information to the Company as the Company may request.

        No person, firm or corporation has or will have, as a result of any act or omission by such Purchaser, any right, interest or valid claim against Purchaser or the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement.

        (a)        This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, disregarding any principles of conflicts of law that would otherwise provide for the application of the substantive law of another jurisdiction. The Company and Purchaser agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in Nevada State District Court or in the United States District Court for the District of Nevada, waive any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum, and consent to the jurisdiction of the Nevada State District Court or the United States District Court for the District of Nevada in any such suit, action or proceeding.

        (b)        This Agreement contains the entire agreement between the Company and Purchaser with regard to the subject matter hereof and may not be modified or waived except in a writing signed by both the Company and Purchaser.

        (c)        The headings of this Agreement are for convenience and reference only, and shall not limit or otherwise affect the interpretation of any term or provision hereof.

        (d)        This Agreement and the rights, powers, and duties set forth herein shall, except as otherwise expressly provided herein, be binding upon and inure to the benefit of, the heirs, executors, administrators, legal representatives, successors, and assigns of the parties hereto.

        (e)        Purchaser may not assign any of Purchaser's rights or interests in and under this Agreement without the prior written consent of the Company, and any attempted assignment without such consent shall be null and void and without any force or effect whatsoever.

        (f)        If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

        (g)        This Agreement shall be construed in accordance with its intent and without regard to any presumption or any other rule requiring construction against the party causing the same to be drafted.

        (h)        Each party to this Agreement agrees that this Agreement may be executed at different times and in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        (i)        If any provision of this Agreement, or any portion of any provision, shall be deemed invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not affect the enforceability and validity of the remaining provisions hereof.

        In Witness Whereof, the undersigned has executed this Agreement as of the date first set forth above.