[Form of Lock-up Agreement]
Casinovations Incorporated
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RE: PUBLIC OFFERING
Ladies and Gentlemen:
This letter is being delivered to you in connection
with the offering (the "Offering") by Casinovations Incorporated,
a Washington corporation (the "Company"), of up to 1,500,000
shares of common stock, $.001 par value of the Company (the
"Common Stock") and additional shares of Common Stock held by
existing shareholders of the Company.
In order to induce investors to purchase Common Stock
in the Offering, the undersigned will not, without your prior
written consent, offer, sell, contact to sell, pledge or
otherwise dispose of, or file a registration statement with the
Securities and Exchange Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934 with respect to, any shares of
capital stock of the Company or any securities convertible into
or exercisable or exchangable for such capital stock, or publicly
announce an intention to effect any such transaction, for a
period of one year after the date of this letter agreement (this
"Agreement"), other than shares of Common Stock disposed of as
bona fide gifts approved by you, provided that requests for such
approval shall be acted upon promptly.
If for any reason the last sale price of the Common
Stock, (a) on any stock exchange designated by the Company on
which the Common Stock may be listed, (b) if the Common Stock is
not traded on any stock exchange, by any reputable quotation
reporting service, or (c) if such quotations are not reported by
any such reporting service, by any dealer in securities dealing
in the Common Stock, exceeds $2.875 for ninety (90) consecutive
trading days, this Agreement shall be terminated.
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Date Signature
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Print Name
