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To: jhild who wrote (9922)	8/29/1998 9:29:00 PM
From: wonk	Read Replies (2) \| Respond to of 11684

jhild: I think you got it exactly right except maybe for this: ...ceding control to Uselton. Since, theoretically, Tow's shares were, and still are restricted, the questions becomes who really holds the proxy. If Uselton still holds the proxy, he voted himself in and is still in control, notwithstanding his resignation from Board, officer and employee functions. If Christensen holds the proxy, then he voted his shares plus the proxy to elect Uselton, and is still the controlling shareholder. Christensen, Gort, Guttman et al got 19 million new shares many of which, I'm sure, were sold into the run. Tow got 50 million shares. The question is, what did Uselton get? Given the above scenario, I would hypothesize that somewhere hidden, he got part of the 19 million newly minted shares and that the "lawsuit" against Christensen et al was a smokescreen to deflect criticism from the public shareholders ultimately to be dropped when the heat was off. Under this scenario, the SEC halt (totally unforeseen) spoiled the plans. ww

To: jhild who wrote (9922)	8/29/1998 9:35:00 PM
From: MoneyBaggs	Respond to of 11684

UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF INTERNATIONAL CASINO CRUISES, INC. April 15, 1998 We, being all of the directors of International Casino Cruises, Inc. (the "Corporation"), a Nevada corporation, hereby consent to and approve the following Resolution and each and every action effected thereby: RESOLVED, that, upon the tender to the Corporation of the purchase price of $24,000.00 ($.04 per share) in cash, the Corporation issue to Merit Corporation, Inc, a Canadian corporation, 600,000 shares of the Corporation's Common Stock; that all such shares shall qualify as shares issued pursuant to Rule 504 of Regulation D promulgated under the Securities Act of 1933, as amended; and the Corporation's officers are hereby authorized and directed to execute and deliver a certificate of such shares with such transfer restrictions thereon as counsel for the Corporation shall consider necessary to comply with all applicable securities laws. IN WITNESS HEREOF, we have executed this Consent as of the date first above written. ___________________ W. Arthur Lindsay __________________ John Christensen Can anyone venture a guess as to whether or not this transaction adhered to Regulation D, Rule 504?