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                                                       $35,000

                        CREATIVE GAMING, INC.
              12% Promissory Note due July 23, 1998 or
           earlier in the event of a specified transaction


	Creative Gaming, Inc., a New Jersey corporation (herein 
referred to as the "Maker"), for value received, hereby 
promises to pay to the Paul Kulina Trust or order (the 
"Payee"), on the first to occur of July 23, 1998 or the 
receipt by the Maker of proceeds from the sale of the vessel 
M/V Empire, currently owned by CGI Vessel, Inc., a wholly-
owned subsidiary of the Maker (the "Vessel"), the principal 
amount of thirty-five thousand ($35,000) Dollars, in such 
coin or currency of the United States of America as at the 
time of payment shall be legal tender for public and private 
debts, at the office or agency of the Maker at 150 Morris 
Avenue in the City of Springfield, State of New Jersey, or 
at such other place as the Maker may designate, and to pay 
interest (computed on the basis of a 360-day year of twelve 
30-day months) at said office or agency, in like coin or 
currency, on the unpaid portion of said principle amount 
from the date hereof, on July 23, 1998 at the rate of twelve 
percent (12%) per annum, unless the date hereof is a date to 
which interest has been paid or duly provided for, in which 
case interest shall be paid from the date of this Promissory 
Note until payment of said principal amount has been made or 
duly provided for.

	As additional consideration for this Promissory Note, 
the Maker has agreed to issue to the Payee 70,000 shares of 
Common Stock, no par value, of the Maker.

	As collateral for this Promissory Note, the Maker has 
agreed to establish a lien on the Vessel on behalf of the 
Payee in the form of a First Preferred Ship's Mortgage.

	This Note may be prepaid in whole at any time or in 
part from time to time without premium or penalty.

	The Payee may, without notice and without releasing the 
liability of any part hereto, grant extensions or renewals 
hereof from time to time and for any term.  The holder of 
this Note, whether such person is the Payee or its 
successor, assignee or indorsee (hereinafter referred to as 
the "Holder"), shall not be liable for, or prejudiced by, 
the failure to collect or for lack of diligence in bringing 
suit on this Note or any renewal or extension hereof.

	The Maker waives presentment, demand for payment, 
notice of dishonor, notice of protest, and protest, and all 
other notices and demands, in connection with the delivery, 
acceptance, performance or default of this Note.

	Any notice or demand required or permitted to be made 
or given hereunder shall be deemed to be sufficiently given 
or made if given by personal service or by certified or 
registered mail, return receipt requested, addressed, if to 
the Maker, at the Maker's address as first above written, or 
if to the Holder, at the Holder's address as specified to 
the Maker by notice given in accordance with this provision.  
Either party hereto may change its address by like notice to 
the other party hereto.

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	This Note may be changed, modified, terminated, waived 
or discharged orally, but only by an agreement in writing 
signed by the party against whom the enforcement of any such 
change, modification, termination, waiver or discharge is 
sought.  This Note shall be construed and enforced in 
accordance with the laws of the State of New Jersey

	IN WITNESS WHEREOF, the Maker has executed this Note as 
of July 23, 1997.

ATTEST:	                            CREATIVE GAMING, INC.

		By: /s/ Linda A. Artale           By: /s/ Walter J. Krzanowski
     ---------------------             -------------------------
                                       	Treasurer & CFO